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Res 77-95 RESOLUTION NO. 77-95 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, FLORIDA, AUTHORIZING THE CITY TO PURCHASE FROM SELLER CERTAIN REAL PROPERTY IN PALM BEACH COUNTY, FLORIDA, LOCATED AT 2200-2300 SEACREST BOULEVARD AS MORE PARTICULARLY DESCRIBED HEREIN, HEREBY INCORPORATING AND ACCEPTING THE CONTRACT STATING THE TERMS AND CONDITIONS FOR THE SALE AND PURCHASE BETWEEN THE SELLER AND THE CITY OF DELRAY BEACH, FLORIDA. WHEREAS, the City of Delray Beach, Florida wishes to acquire certain property located at 2200-2300 Seacrest Boulevard; and, WHEREAS, the Seller, NationsBank of Florida, N.A., 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 of providing a recreational/educational facility and other municipal purposes. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, FLORIDA, AS FOLLOWS: Section 1. That the City Commission of the City of Delray Beach, Florida, as Buyer, hereby agrees to purchase from NationsBank of Florida, N.A., as Seller, land for the purchase price of three hundred fifteen dollars ($315,000.00), and other good and valuable consideration; said parcel being more particularly described as follows: See Attachment A ~. That the terms and conditions in the contract for sale and purchase, addenda thereto, and escrow agreement between the City of Delray Beach, Florida and NationsBank of Florida, N.a., are attached hereto as Attachment B and incorporated herein. PASSED AND ADOPTED in regular session on thecPq/~~~~~,~.~,~ 1995. ATTEST: City Clerk ~ t nations.ord Parcel 1: The East 340 feet of the Northwest quarter of the Southwest quarter of the Southwest quarter of Section 4, Township 46 South, Range 43 East, Palm Beach County, Florida, LESS the following described parcels: 1. The South 15 feet of the above-described parcel; 2. The East 40 feet of the above-described parcel; 3. The West 130 feet of the East 170 feet of the North 150 feet of the South 290 feet of the above-described parcel; 4. The North 125 feet of the South 140 feet of the East 265 feet of the West 305 feet of the above-described parcel. Parcel 2: The West 168.00 feet of the East 300.00 feet of the North 125.00 feet of the South 140.00 feet of the Northwest quarter of the Southwest quarter of the Southwest quarter of Section 4, Township 46 South, Range 43 East, Palm Beach County, Florida. Attachment B Proper~y Identification No.: 11010194 Property Name: 2200 - 2300 Seacrest Boulevard. PURCHASE AND SALE AGREEMENT (Improved Property) THIS PURCHASE AND SALE AGREEMENT {this 'Agreement') is made between NATIONSBANK OF FLORIDA, N.A., a national banking association ('Seller'), and CITY OF DELRAY BEACH, FLORIDA, a municipal corporation ('Purchaser'). In consideration of the mutual covenants herein contained, Seller and Purchaser agree as follows: 1. pURCHA~;E AND SALE 1.1 Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell and convey to Purchaser, and Purchaser hereby agrees to purchase from Seller, the following described property (herein collectively called the 'Property'): (a) Land. That certain tract of land {the 'Land') located in Palm Beach County, Florida, being more particularly described on Exhibit Ao attached hereto and incorporated herein by reference together with all improvements, if any, located thereon; (b) Easements. All easements, if any, benefitting the Land; and (c) Riahts and Aoourtenances. All rights and appurtenances pertaining to the foregoing, if any, including any right, rifle and interest of Seller, if any, in and to adjacent streets, alleys or rights-of-way. (d) Imorovements. All improvements (the 'Improvements') in and on the Land. (e) Tanaible Personal Prooertv. All of Seller's right, title and interest in all appliances, fixtures, equipment, machine~, furniture, carpet, drapes and other personal property, if any, located on or about the Land and the Improvements or used exclusively in the operation and maintenance thereof (the 'Tangible Personal ProperTy'). 2. PURCHASE PRICE 2.1 Purchase Price. The purchase price (the 'Purchase Price') for the Property shall be THREE HUNDRED FIFTEEN THOUSAND AND NO/100 DOLLARS ($315,000.00) and shall be paid by Purchaser to Seller at the Closing (as defined in Section 6.1 ). The Purchase Price shall be payable at Closing in United States currency as provided in Section 6.6(a) below. 3. EARN~;T MONEY 3.1 j~. Purchaser has delivered to Jack Lupo Realty, Inc. (the ' Escrow Agent') as escrow agent, the sum of ONE HUNDRED AND NO/lO0 DOLLARS ($100.00) in cash (such amount, together with all interest, if any, earned thereon being referred to as the 'Eamast Money'), to be invested by the Escrow Agent in an account as Purchaser and Seller shall direct. If the sale of the Property is consummated pursuant to the terms of this Agreement, the Earnest Money shall be paid to Seller and applied to the payment of the Purchase Price. If Purchaser terminates this Agreement in accordance with any right to terminate that Purchaser is granted by the terms of this~Agreement,~ the Earnest Money shall be immediately returned to Purchaser, and no party hereto shall*have am/further obligations under this Agreement except for the obligations specified in Section 4.2 and Simultaneously herewith, Purchaser and Seller shall enter into with Escrow Agent an Escrow Agreement in a form acceptable to Seller, with regard to the rights and obligations of EScrow Agent, as escrow agent, and Purchaser and Seller with regard to the Earnest Money. ' 4. CONDITIONS TO CLOSING 4.1 Delivery of Title Commitment and Survey. la) Seller shall deliver to Purchaser {at Seller's expense) within fifteen (15) days after the date hereof, a commitment for title insurance (the "Title Commitment') for' an Owner's Policy of Title Insurance issued by a title company mutually acceptable to Seller and Purchaser ("Title Company"), together with copies of any restrictive covenants, easements, and other items listed as title exceptions therein. Purchaser may obtain, at Purchaser's option and .. expense, a current survey of the Property (the 'Survey') prepared by a licensed surveyor. (b) Purchaser shall have ten (10) days after receipt of the Title Commitment or the .* end of the Inspection Period, whichever is later (the 'Approval Period') within which to appr0¢e or disapprove the Title Commitment and the Survey (if any), including the information reflected therein, such approvals or disapprovals to be within Purchaser's sole discretion. If PUrchaser fails to disapprove any such item by written notice to Seller within the Approval Period, Purchaser shall be deemed to have approved such item. If Purchaser disapproves any Such item by written notice to Seller during the Approval Period, Seller shall have the right"'(without- any obligation to do so) to cure or attempt to cure Purchaser's objections to such item .within ten (10) days after Purchaser's notice of disapproval, or, if sooner, by the Closing Date' (as' hereinafter defined). In the event Seller is unable to or elects not to cure any one or more of Purchaser's objections pursuant to this Section 4.1 and ~ below, Seller m~y*notify Purchaser in writing of such election. Purchaser shall have ten (10} days after receiving Seller's notice of its election not to cure to notify Seller as to whether Purchaser intends (i) to' Waive its objections and commence to close this Agreement or (ii) to terminate this Agreement, in which event the Escrow Agent, shall return the Earnest Money to Purchaser and the' parties shall have no further liability to one another, except as specifically set forth herein. ;:-In the event Purchaser fails to notify Seller of its election within the ten (10) day period after receiving notice of Seller's election not to cure Purchaser's objections, Purchaser shall be deemed to have waived its objections and the parties shall commence to close this Agreement. The term 'Permitted Exceptions', as used herein, shall mean (i) the rifle exceptions listed in Schedule B of the Title Commitment which Purchaser approves or is deemed to approve pursuant to, ~his Section 4.1. and (ii) the exceptions listed on the Special Warranty Deed attached hereto. (c) Seller shall deliver to Purchaser prior to the Closing an endorsement of the Title Commitment making it effective to within five (5) days of the Closing Date. At ClOSing,' the Title Commitment shall be endorsed to remove any and all requirements or preconditions to the issuance of an owner's title insurance policy, and to delete any exceptions for: (i) any rights or claims of parties in possession not shown by the public records; (ii) encroachments, overlaps, boundary line disputes and any other matters which would be disclosed by an accurate survey and inspection of the Property, provided Purchaser submits the Survey to the O=~~h"l'R~ 2 G:~WI'V~ Y./',I~ Title Company prior to Closing; (iii) unrecorded easements and claims of easements; (iv) unrecorded and construction liens or claims of liens; (v) taxes for the year of closing and all prior years; (vi) matters arising or attaching subsequent to the effective date of the Title Commitment but before the acquisition of record of the fee simple rifle to the Property by the Purchaser. (d) From and after the Effective Date of this Agreement, Seller shall take no action which would impair or otherwise affect title to any portion of the Property, and shall record no documents in the Public Records which would affect title to the Property, without the prior written consent of the Purchaser. 4.2 Insoection. Purchaser may inspect the Property at any reasonable time within sixty (60) days of the date of this Agreement (the 'Inspection Period"). If such inspection reveals any fact or condition unacceptable to Purchaser, Purchaser shall notify Seller in writing on or before 4:00 p.m. of the final day of the Inspection Period of such unacceptable fact or condition and Purchaser shall have the right to terminate this Agreement. In the event Seller does not receive such notice prior to 4:00 p.m. on the final business day of the Inspection Period, said inspection of the Property shall be deemed satisfactory to Purchaser, and Purchaser shall be deemed conclusively to have waived its termination rights under this Section 4.2. With respect to any subsurface or environmental investigations (excepting only a non invasive Phase I Environmental Audit), Purchaser shall try to notify Seller by telephone of its intention to undertake such investigations prior to such intended investigations. At Seller's option, Seller or Seller's agents may be present for any such investigations. Purchaser shall bear the cost of all such investigations and inspections. In addition to Property inspections, Purchaser may request inspections of any books, records, and other information regarding the Property whether or not in the custody and control of Seller; provided, however, that Seller may decline to provide any such information if not available to Seller or upon Seller's sole discretion. Purchaser's right to make objections, as provided herein, to any fact or condition may relate to any matter whether dealing with a Property inspection or books, records or other information pertaining to the Property. Purchaser agrees, that if the closing does not occur, Purchaser will promptly return to the Seller or its authorized agent all written or tangible information pertaining to the Property, including all copies or extracts thereof, and all notes based upon the information. Purchaser shall be liable for all costs and expenses, and/or damage or injury to any person or property resulting from any such inspection, whether occasioned by the acts of Purchaser or any of its employees, agents or representatives, and at the conclusion of the Inspection Period, Purchaser shall return the Property to its condition at the commencement of the Inspection Period. Neither the Seller, nor any of its officers, directors, employees, agents or representatives, shall be deemed to make or have made any representation or warranty as to the accuracy or completeness of any information pertaining to the Property or whether or not the information provided constitutes all of the information available to the Seller; and neither the Seller nor any of its officers, directors, employees, representatives or agents shall have any liability resulting from Purchaser's use of any information pertaining to the Property. Notwithstanding anything to the contrary set forth in this Agreement, the obligations of Purchaser set forth in this Section 4.2 shall survive the Closing or the termination of this Agreement, as applicable. At any time mutually acceptable to Purchaser and Seller during the Inspection Period, Seller shall make available to Purchaser, for Purchaser's review at either Seller's offices or at the Property all documents pertaining to the Property in Seller's possession, with the exception of any appraisal of the Property, any loan documentation pertaining to the Property, and any documentation determined by Seller in its sole and absolute discretion to be confidential (the 'Review Documents'). 4.3 Termination. If this Agreement is terminated pursuant to Section 4.1 or Se~ion 4.2 above, the Earnest Money will be promptly refunded to Purchaser and neither party shall have any AND ~ further obligations under this Agreement except with respect to the obligations specified in ~ this Section 4.3 and ~;ection 10.2. Purchaser shall, within ten (10) days of such termination~deliVer=~.:. to Seller copies of all feasibility studies, surveys, engineering reports and all other inform~tlo~ ~btained by Purchaser with respect to the Property. " 4.4 Envirgnmental Remediation Continoencv. Notwithstanding anything to the contrary contained in this Agreement, Purchaser and Seller expressly agree that in the event Seller, in its sole discretion, determines the necessity of an extended, ongoing environmental remediafio'h {including, without limitation, monitoring with respect to any underground storage tanks and associated 'piping and equipment) of the Property (or any adjacent property or any groundwater which :has become contaminated as a direct result of the migration of hazardous and/or toxic materials or substances from the Property) in order to comply with any laws, rules, regulations, orders, directives o~'mandatas of any local, state or federal governmental or quasi-governmental authority having jurisdiction over the Property and/or any environmental related risks or hazardous conditions associated ther6with/-'Seller; ' at any time prior to the Closing, shall notify Purchaser in writing of the necessity for suclt anticipated ongoing remediation. Either party shall be entitled to terminate this Agreement by giving written notice thereof to the other on or before that date which is fifteen {15) days after said notice from Seller to Purchaser. :' In the event that Seller notifies Purchaser in writing that Seller has not completed its internal review of the environmental status of the Property prior to Closing, the Closing Date shallbe extended until fifteen {15) days after Seller has completed such review but in no event {except aa'Provided'in the preceding paragraph) shall such extension exceed ninety (90) days. .' .~ *'~' ; NO REPRESENTATIONS OR WARRANTIES BY SELLER: i-:;~!~ '~' ACCEPTANCE OF PROPERTY 5.1 Disclaimer. PURCHASER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS~ '". ~:".." i-;:-_. WARRANTIES (OTHER THAN THE WARRANTY OF TITLE AS SET OUT IN THE SPECIAL WARRANTY · DEED, AS DEFINED BELOW), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY .- KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST PRESENT, OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO {A) THE VALUE, NATURE, QUALITY OR CONDITION OFTHE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, {C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY;CONDUCT THEREON, {DJ THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WlTI~ ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E)THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, {F) THE MANNER OR QUAI~ri~ OF '--THE' -'- CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, {G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR {H) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY, AND SPECIFICALLY, THAT SELLER HAS NOT MADE~DOES NOT MAKE AND SPEClRCALLY DISCLAIMS ANY REPRESENTATIONS REGARDING COMPMANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS {AS DEFINED BELOW). PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN "GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN O:~VI~'~FO~~~ 4 0 ~ · Y..~ INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER AND AT THE CLOSING AGREES TO ACCEPT THE PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE PROPERTY. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN 'AS IS' CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. IN ADDITION, PURCHASER FURTHER ACKNOWLEDGES THAT SELLER ACQUIRED ITS TITLE TO THE PROPERTY THROUGH THE PROCESS OF FORECLOSURE OR DEED IN LIEU OF FORECLOSURE. THE PROVISIONS OF THIS SECTION 5 SHALL SURVIVE THE CLOSING. 5.2 Hazpr~lQus Materials. 'Hazardous Materials' shall mean any substance which is or contains (i) any 'hazardous substance' as now or hereafter defined in the Comprehensive Environ- mental Response, Compensation, and Uability Act of 1980, as amended (42 U.S.C. §9601 et seq.) ('CERCLA') or any regulations promulgated under or pursuant to CERCLA; (ii) any 'hazardous waste' as now or hereafter defined in the Resource Conservation and Recovery Act (42 U.S.C. §6901 et. seq.) ('RCRA') or regulations promulgated under or pursuant to RCRA; (iii) any substance regulated by the Toxic Substances Control Act (15 U.S.C. §2601 et seq.); (iv) gasoline, diesel fuel, or other petroleum hydrocarbons; {v) asbestos and asbestos containing materials, in any form, whether friable or non- friable; (vi) polychlorinatad biphenyls; (vii) radon gas; and (viii) any additional substances or materials which are now or hereafter classified or considered to be hazardous or toxic under Environmental Requirements (as hereinafter defined) or the common law, or any other applicable laws relating to the Property. Hazardous Materials shall include, without limitation, any substance, the presence of which on the Property, (A) requires reporting, investigation or remediafion under Environmental Requirements; (B) causes or threatens to cause a nuisance on the Property or adjacent property or poses or threatens to pose a hazard to the health or safety of persons on the Property or adjacent property; or (C) which, if it emanated or migrated from the Property, could constitute a trespass. 5.3 Environmental Reauirements. Environmental Requirements shall mean all laws, ordinances, statutes, codes, rules, regulations, agreements, judgments, orders, and decrees, now or hereafter enacted, promulgated, or amended, of the United States, the states, the counties, the cities, or any other political subdivisions in which the Property is located, and any other political subdivision, agency or instrumentality exercising jurisdiction over the owner of the Property, the Property, or the use of the Property, relating to pollution, the protection or regulation of human health, natural resources, or the environment, or the emission, discharge, release or threatened release of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or waste or Hazardous Materials into the environment (including, without limitation, ambient air, surface water, ground water or land or soil). 5.4 Radon Notice. RADON IS A NATURALLY OCCURRING RADIOACTIVE GAS THAT, WHEN IT HAS ACCUMULATED IN A BUILDING IN SUFFICIENT QUANTITIES, MAY PRESENT HEALTH PURClL~ AA'D SA/..E AGREEMEh'T * IMPROVI~ iddds G:~Wi~CLI~ H'TRAI~ $ G:% Y.P&S RISKS TO PERSONS WHO ARE EXPOSED TO IT OVER TIME. LEVELS OF RADON THAT EXCEED. FEDERAL AND STATE GUIDELINES HAVE BEEN FOUND IN BUILDINGS IN FLORIDA?:ADDITIONAi-?.~.;~' INFORMATION REGARDING RADON AND RADON TESTING MAY BE OBTAINED FROM YOUR CO[JNTY?~'~ PUBLIC HEALTH UNIT. 5.5 Environmental Risks. Purchaser acknowledges that there are, or may be, certain environmental issues and/or risks with respect to the Property, including, but not limited to those* ~et out in any environmental assessment listed in Section 10.16 of this Agreement. * 5.6 Acceotance and Assumotion. Purchaser acknowledges that to the extent the Property=,::~:._~ or the Improvements contain Hazardous Materials, Purchaser shall accept the Property (inCluding Improvements) at the Closing in its AS IS physical condition WITH ALL FAULTS'or terminate the Agreement as provided in Section 4.1 or 4.2 if there exists any environmental condition unacceptable to the Purchaser. Purchaser hereby expressly acknowledges that from and after the Closing,'pufchaser ~':?~.. shall accept responsibility and liability for the proper maintenance and handling of any ~nd'all Hazardous ~ Materials, if any, located in or on the Property or in the Improvements in accordance with .all Environmental Requirements, including the regulations at 40 C.F.R. Section 61 as authorized under the~:*?~ Clean Air Act and all regulations promulgated or to be promulgated under all other' applicable local,:, state or federal laws, rules or regulations, as same may be amen. tied from time to'time. Purchaser hereby assumes all liability, if any, which Seller might incur from and after the CIo~ing as a result.of., Purchaser's failure to comply with the requirements of this Section in connection ~With PurchaSei~s~-.. proper maintenance and handling of any and all Hazardous Materials, if any, located in Property or in the Improvements. This Assumption shall survive the Closing of this-Agreement, - '".~: ' .~' 5.7 Release. Purchaser, on behalf of itself and its heirs, successors and assigns hereby waives, releases, acquits and forever discharges Seller, its officers, directors, shareholders, emPloyees,-~c,q~.i--":_'. agents, attorneys, representatives, and any other persons acting on behalf of Seller and' the successors and assigns of any of the preceding, of and from any and all claims, actions, causes of action, demands, rights, damages, costs, expenses or compensation whatsoever, direct or indirect, known or *- unknown, foreseen or unforeseen, which Purchaser or any of its heirs, successors or assigns now has: or which may arise in the future on account of or in any way related to or in connection with any past, :: present, or future physical characteristic or condition of the Property or the Improvements, including, *.. without limitation, any Hazardous Materials in, at, on, under or related to the Property or the. Improvements, or any violation or potential violation of any Environmental Requirement applicable thereto. Notwithstanding anything to the contrary set forth herein, this release shall survive the ~. Closing or termination of this Agreement. 6. CLOSING 6.1 Closina. The closing (the 'Closing') shall be held at a mutually acceptable location Seller and Purchaser at 10:00 a.m. on or before thirty (30) days after the expiration, of the InsPection ~' Period or that date which is five (5) days after Seller has cured any of Purchaser's objections to rifle, if Seller elects to cure such objections pursuant to Section 4.1 (b) hereof, whichever is later (the 'Closing Date'), unless the parties mutually agree upon another time or date. '.The transaction contemplated by this Agreement shall be deemed closed upon the receipt by Seller of the proceeds ~ of the sale on or before 2:00 p.m. on the Closing Date by wire transfer of immediately available U.S.'. funds. The failure of Seller or closing agent to receive wired funds by 2:00 p.m. on the Closing Date shall constitute a breach of this Agreement by Purchaser, shall terminate this Agreement and shall .. entitle Seller to its remedies under Section 8.2 hereof. G:~WP~FL~:JiU~PUR~NT~.qCT 6 G ~Y Pd~ 6.2 Possession. Possession of the Property shall be delivered to Purchaser at the Closing, subject to the Permitted Exceptions but in no event shall such possession be delivered to Purchaser before the delivery to Seller of all of the proceeds of the sale of the Property by wire transfer of immediately available U.S. funds. 6.3 Proration: Taxes. At Closing, pro-rations of income and expense and the apportionment of taxes shall be as follows: (a) Ad valorem real estate taxes for 1995 shall be prorated and adjusted in accordance with Section 196.295, Florida Statutes, and Seller shall establish an escrow fund with the Palm Beach County, Rorida Tax Collector as required by Section 196.295, Florida Statutes. Any outstanding taxes for years prior to 1995 shall be paid by Seller. 6.4 Closina Costs. Except as otherwise expressly provided herein, Seller shall pay, on the Closing Date, the cost of the Title Commitment and the premium for the Owner's Policy, all of the cost of the preparation of the deed, the costs necessary to cure title defects or encumbrances and to satisfy or release of record existing mortgages, if Seller elects to cure tide defects as provided in Section 4.1 {b} hereof, any documentary stamps on the deed and surtax, if any, any tangible or intangible tax, if any, and certified and pending municipal special assessment liens for which the work has been substantially completed, and Purchaser shall pay, on the Closing Date, all recording costs, pending special assessment liens for which the work has not been substantially completed, and all of the cost of any inspections and/or surveys, and any other customary charges and costs of closing. Except as otherwise provided herein, each party shall pay its own attorneys' fees. 6.5 Seller's Oblioations at the Closino. At the Closing, Seller shall deliver to Purchaser the deed and each of the following documents but in no event earlier than the delivery to Seller of all of the proceeds of sale of the Property by wire transfer of immediately available U.S. funds.: {a) Deed. Special Warranty Deed (the "Deed") executed by Seller conveying the Land and the Improvements located thereon to Purchaser subject to no exceptions other than the Permitted Exceptions, in the form attached to this Agreement as Exhibit B. (b) Foreian Persgn. An affidavit of Seller certifying that Seller is not a "foreign person," as defined in the Federal Foreign Investment in Real Property Tax Act of 1980, and the 1984 Tax Reform Act, as amended. (c) Owner's Affidavit. An executed affidavit or other document acceptable to the Title Company in issuing the Owner's Policy without exception for possible lien claims of mechanics, laborers and materialmen or for parties in possession, as applicable. (d} Bill of Sale and Assionment. Bill of Sale and Assignment {the "Bill of Sale") executed by Seller assigning to Purchaser the Tangible Personal Property and the Intangible Property, in the form attached to this Agreement as Exhibit C. (e) Closina Statement. A closing statement setting forth the allocation of closing costs, purchase proceeds, etc. Evidence of Authority. Secretary's Certificate Relating to Incumbency and Corporate Bylaws, executed by an Assistant Secretary of Seller. AND SA]J; (g) Other Documenl;ptipn. Such other documents as may be reasonable and necessary in the opinion of the Purchaser or its counsel to consummate and close the purchase: and sale contemplated herein pursuant to the terms and provisions of this Agreement:-: .... : .: ";~:~-'-'"~.~; 6.6 Purchaser's Oblioations at the Closina. At the Closing, Purchaser shall deliver to Seller the following: (a} Purchase Price. The Purchase Price by wire transfer of immediately available U.S. funds; (b) Evidence of Authority. Such consents and authorizations as Seller may reasonably deem necessary to evidence authorization of Purchaser for the purchase of the' Property, the execution and delivery of any documents required in connection with Closing and the taking of all action to be taken by the Purchaser in connection with Closing; and'~' ~- ??~ '~* (c) Other Documenta~on. Such other documents as may be reasonable and necessary in the opinion of the Seller or its counsel to consummate and close the purchase and sale contemplated herein pursuant to the terms and provisions of this Agreement. ' '. ~ .... :'. ..... 7. RISK OF LOSS 7.1 Condemnation. If, prior to the Closing, action is initiated to take any of the Property.. by eminent domain proceedings or by deed in lieu thereof by a governmental entity other than Purchaser, Purchaser may either (a) terminate this Agreement, or (b) consummate the Closing, in which latter event the award of the condemning authority shall be assigned to Purchaser at the Closing~ ~ ' 8. DEFAULT 8.1 Breach bv Seller. If Seller breaches this Agreement, Purchaser may, as Purchaser's sole and exclusive remedy hereunder, terminate this Agreement and thereupon shall be entitled to the immediate return of the Earnest Money as well as liquidated damages in the amount of $100.00 (and not as a penalty). Seller and Purchaser have made the above provision for liquidated damages because it would be difficult to calculate, on the date hereof, the amount of actual damages for such breach, .. and that these sums represent reasonable compensation to Purchaser for such breach. 'In no event shall Seller be liable to Purchaser for any actual, punitive, speculative, consequential or other damages of any kind. ~ ' 8.2 Breach bv Purchaser. If Purchaser breaches this Agreement, Seller may, as Seller's sole remedy and relief hereunder, terminate this Agreement and thereupon be entitled to receive the Earnest Money as liquidated damages (and not as a penalty). Seller and Purchaser have :iflade.'the aboVe ~:--: Ixovision for liquidated damages because it would be difficult to calculate, on the date hereof, the' amount of actua~ damages for such breach, and that these sums represent reasonable compensation to Seller for such breach. ' ...... 8.3 Return/Delivery of Earnest Money. In the event the Earnest Money is returned to the Purchaser, as provided in ~;ection 8.1 above, or delivered to the Seller, as provided in ~ above, upon the return or delivery of the same, the parties hereto shall have no further rights, obligations or liabilities with respect to each other hereunder, except for the obligations specified in Section 4.2. Section 4.3 and Section 10.2 hereof. ~?~ FUTURE OPERATIONS 9.1 Future Ooerafions. From the date of this Agreement until the Closing or earlier termination of this Agreement, Seller will (a) keep and maintain the Property in substantially the same condition as of the date of this Agreement, reasonable wear and tear excepted, and (b) promptly advise Purchaser of any litigation, arbitration or administrative hearing concerning the Property arising or threatened of which Seller has written notice. 10. MISCELLANEOUS 10.1 Notices. All notices, demands and requests which may be given or which are required to be given by either party to the other under this Agreement, and any exercise of a right of termination provided by this Agreement, shall be in writing and shall be deemed effective when either: (i} personally delivered to the intended recipient; (ii) three {3} business days after having been sent, by certified or registered mail, return receipt requested, addressed to the intended recipient at the address specified below; (iii} delivered in person to the address set forth below for the party to whom the notice was given; {iv) at noon of the business day next following after having been deposited into the custody of a nationally recognized overnight delivery service such as Federal Express Corporation, Emery, or Purolator, addressed to such party at the address specified below; or (vi immediately if sent during regular business hours or at 8:30 a.m. local time on the next business day next following an after- hours, weekend or holiday notice sent by facsimile, telegram or telex, provided that receipt for such facsimile, telegram or telex is verified by the sender and followed by a notice sent in accordance with one of the other provisions set forth above. Any notice sent as required by this section and refused by recipient shall be deemed delivered as of the date of such refusal. For purposes of this Section 10.1. the addresses of the parties for all notices are as follows (unless changed by similar notice in writing given by the particular person whose address is to be changed): IF TO SELLER: NationsBank of Florida, N.A. 100 North Tampa Street, Suite 1700 Tampa, Florida 33602 ATTENTION: Mark Lynd PH: (813} 276-7651 FAX: (813) 276-7666 IF TO PURCHASER: City of Delray Beach, Florida 100 NWI st Avenue Delray Beach, Florida 33444 Attn: David Harden, City Manager PH: (407) 243-7091 FAX: {407) 278-4755 WITH A COPY TO: Susan A. Ruby, Esquire City Attorney City of Delray Beach, Florida 200 NW 1st Avenue Delray Beach, Florida 33444 PH: (407) 243-7091 FAX: (407) 278-4755 O :~'~cX.FO~J4~PUAC~U~,~I~.IX)C~CO~ 9 O :~WI'U~'BC~CII~"~'EZJ~Y. PAS IF TO ESCROW AGENT: Jack Lupo Realty, Inc. ~ ~ ~/*- ~ ~-~ ' 190 W. Glades Road, Suite C Boca Raton, FL 33432 Attn: Ken Muller PH: (407) 391-8244 FAX: (407) 391-8885 10.2 Real Estate Commissions. Except as stated in this Section, neither Seller nor Purchaser has contacted any real estate broker, finder, or similar person in connection with the transaction contemplated hereby and that neither party is obligated to pay any brokerage fee or'cOmmlssioh in connection with this sale. Seller agrees to pay Jack Lupo Realty, Inc. ('Broker') upon the Closing 'bf the transaction contemplated hereby, and not otherwise, a cash commission in the ag~gregate a~fiount of six percent (6.0 %) of the Purchase Price. Purchaser acknowledges that Seller is represented by Broker as a real estate broker in connection with this transaction, and that Broker ia' entitled to a commission payable upon the Closing hereof, pursuant to a separate agreement between Seller and :. Broker. Purchaser's acknowledgement as herein provided does not, however, create any privity of contract between Purchaser and Broker, and Purchaser has no obligations, either express or implied, to Broker. To the actual knowledge of Seller and of Purchaser, except for the real estate broker{s) listed in this ~ if any, no Acquisition Fees (as hereinafter defined) have been paid or are due_and' owing to any person or entity by the Seller and the Purchaser. As used herein, 'Acquisifl0n, Fees'.shall mean all fees paid to any person or entity in connection with the selection and purchase of the Property including real estate commissions, selection fees, nonrecurring management and .startup fees, development fees or any other fee of similar nature. Seller and Purchaser, to the extent Permitted: by. law, each hereby agrees to indemnify and hold harmless the other from and against any and all claims for Acquisition Fees or similar charges with respect to this transaction, arising by, through or. under th indemnifying party, and each further agrees to indemnify and hold harmless the other~from'any loss or damage resulting from an inaccuracy in the representations contained in this ~. indemnification agreement of the parties shall survive the Closing. 10.3 Entire Aareement. This Agreement embodies the entire agreement between the parties relative to the subject matter hereof, and there are no oral or written agreements between the parties, nor any representations made by either party relative to the subject matter hereof, which 'are not expressly set forth herein. 10.4 Amendment. This Agreement may be amended only by a written instrument executed by the party or parties to be bound thereby. 10.5 Headinos. The captions and headings used in this Agreement are for convenience only and do not in any way limit, amplify, or otherwise modify the provisions of this Agreement.- ' ...... 10.6 Tim~ of E~sence. Time is of the essence of this Agreement; however, if the final date of any period which is set out in any provision of this Agreement falls on a Saturday, Sunday or legal~ holiday under the laws of the United States or the State of Florida, then, in such event, the time of such period shall be extended to the next day which is not a Saturday, Sunday or legal holiday. 10.7 Governino Law. This Agreement shall be governed by the laws of the State of Florida and the laws of the United States per'mining to transactions in such State. All of the parties to this Agreement have participated freely in the negotiation and preparation hereof; accordingly, this Agreement shall not be more strictly construed against any one of the parties hereto. 10.8 Successors and Assians: Assignment;. This Agreement shall bind and inure to the benefit of Seller and Purchaser and their respective heirs, executors, administrators, personal and legal representatives, successors and assigns. Purchaser shall not assign Purchaser's rights under this Agreement without the prior written consent of Seller. 10.9 Invalid Provision. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by such illegal, invalid, or unenforceable provision or by its severance from this Agreement. 10.10 Attorneys' Fees. In the event it becomes necessary for either party hereto to file suit to enforce this Agreement or any provision contained herein, the party prevailing in such suit shall be entitled to recover, in addition to all other remedies or damages, as provided herein, reasonable attorneys' fees, paralegal fees and cost incurred in such suit at trial, appellate, bankruptcy and/or administrative proceedings. 10.1 1 Mul~;iole Counteroarts. This Agreement may be executed in a number of identical counterparts which, taken together, shall constitute collectively one (1) agreement; but in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart executed by the party to be charged. 10.12 Date of this Aareement. This Agreement shall not be effective unless signed by both Purchaser and Seller. As used in this Agreement, the terms 'date of this Agreement' or 'date hereof" shall mean and refer to the date upon which the City of Delray Beach Commission shall have approved the execution of this Agreement at a formal meeting of the Board. 10.13 Exhibits. The following exhibits are attached to this Agreement and are incorporated into this Agreement and made a part here: (a) Exhibit A. the Land; (b) Exhibit B. the Deed; and (c} ~ the Bill of Sale. 10.14 ~uthoritv. Each party hereto represents and warrants to the other that the execution of this Agreement and any other documents required or necessary to be executed pursuant to the provisions hereof are valid, binding obligations and are enforceable in accordance with their terms. 10.15 Recordation. Neither this Agreement nor any memorandum or other summary of this Agreement shall be placed of public record under any circumstances except with the prior written consent of the Seller and the Purchaser. O:~Wl~irl..i~ ~ !1 0:% 10.16 Other Di~clpsures. Purchaser hereby acknowledges and agrees to accept the Property in its present condition. Seller agrees to provide Buyer with a copy of the environmerrl~f-esae~sments listed below which were performed on Seller's behalf: 1. That certain environmental assessment dated January 9, 1992, prepared by "': "- ATEC Associates, Inc.. '*'~ ' 2. That cer'min environmental assessment update dated August 17, 1992, prepared by ATEC Associates, Inc. - .... 3. That certain Phase II environmental assessment prepared by ATEC Environmental Consultants. 4. That certain Asbestos Survey Report dated May 8, 1993, prepared by ATEC Associates, Inc. ' ..... 5. That certain Master Specification for Asbestos Abatement Project prepared by ~ Hillmann Environmental Company, Inc. 6. That certain Air Monitoring Report dated July 5, 1994, prepared by Hillmann Environmental Company, Inc. -'" PURCHASER ACKNOWLEDGES THAT THE ABOVE ARE PROVIDED BY SEU. ER.*~=WtTHOUT,.* REPRESENTATION OR WARRANTY AS TO THE COMPLETENESS OR ACCURACY OF FACTS AND CONCLUSIONS CONTAINED THEREIN, AND PURCHASER WILL NOT RELY ~ON~iSAME TO PURCHASER'S OR SELLER'S DETRIMENT IN PURCHASING THE PROPERTY.i-i-~:~PURCHASER~*.~ UNDERSTANDS THE ABOVE MAY NOT BE ALL THE ASSESSMENTS PERFORMED ON THE PROPERTY BY SELLER AND THEY MAY NOT CONTAIN RECOMMENDATIONS CONCERNING THE PROPERTY MADE BY THE CONSULTANTS. PURCHASER IS ENCOURAGED TO CONDUCT AN'INDEPENDENT INVESTIGATION AND INSPECTION OF THE PROPERTY, UTILIZING EXPERTS AS PURCHASER 'DEEMS TO BE NECESSARY FOR AN INDEPENDENT ASSESSMENT OF ALL ENVIRONMENTAI~ I~IABILITY AND RISK WITH RESPECT TO THE PROPERTY, INCLUDING THE IMPROVEMENTS. "~' "~*: '~: · 10.17 A¢ceotance. If this Agreement is not executed by Purchaser and delivered to Seller on or before October ~, 1995, the offer evidenced by this Agreement shall be withdrawn,~:and any Earnest Money hal8 by the_Escrow Agent shall be returned to Purchaser. -'- ....... '~ '*'" 0 ~ ~,WP~"L.s~ORM ~RCHA,~F. DOC'~'ONTRACT 12 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal by persons duly empowered to bind the parties to perform their respective obligations hereunder the day and year set forth beside their respective signatures. SELLER: NATIONSBANK OF FLORIDA, N.A., a national banking association DATE OF EXECUTION BY SELLER: Name. Gerald P. Ademy ~ T~le: Senior Vice President ~ PURCHASER: DATE OF EXECUTION BY PURCHASER: CITY OF DELRAY BEACH, FLORIDA, a Rorida municipal corporation Al'rEST: By: Name: Title: City Clerk Approved As To Form and Legal Sufficiency: City Attomey ACKNOWLEDGEMENT AND AGREEMENT BY THE AGENT The undersigned joins in execution of this Agreement for the purpose of representing and warranting to Purchaser and Seller that the undersigned (i) is a duly licensed real estate broker 'under the real estate licensing act{s) of the State of Florida and any applicable regulations, eem and receive a commission in connection with the transaction evidenced by thi~ 'Agreement, and (iii) acknowledges and agrees to tho terms and provisions of limitation, the entitlement to commission only accruing upon a final closing of the traneaction~..~The undersigned shall indemnify and hold Purchaser and Seller harmless from any loss, :liability, damage; cost or expense (including attomeys' fees) resulting by reason of · breach of the representatiOns*and warranties made herein. JACK LUPO REALTY, INC. DATE OF EXECUTION BY AGENT: :* :' :' By:. Name: Title: AND ~ O :'~OP,.M~q.~CHASILDOC~a)NT'P, ACT 14 O PURCHASER'S DISCLOSURES A. EMPLOYEE INTEREST. Purchaser hereby certifies that, except as set forth below, neither Purchaser, nor any officer, director, general partner or principal of Purchaser, or any person controlled by or under common control with Purchaser (a "Purchaser Related Entity"), is now, or has ever been, an employee of any Seller Related Entity (as herein def*med), and that Purchaser has no relationship or understanding, direct or indirect, with any employee of any Seller Related Entity, or any officer, director, employee or agent thereof in connection with the acquisition of the Property or any presently contemplated future transaction, except as set forth in this Agreement. The term "Seller Related Entity", as used herein, means Seller, or any entity controlled by or under common control with Seller. B. SELLER FINANCING. Purchaser hereby certifies that, except as set forth below, neither Purchaser nor any Purchaser Related Entity have applied for any loan or other financing arrangement from any Seller Related Entity for the purchase of the Property, In the event Purchase later determines that Purchaser will or may obtain a loan or financing arrangement from any Seller Related Entity for the purchase of the Property, Purchaser shall promptly notify Seller in writing of such loan or financing arrangement. Lending Entity: Amount F*manced: $ C. SIGNIFICANT BORROWING RELATIONSHIP. Purchaser hereby certifies that, except as set forth below, neither Purchaser, nor any Purchaser Related Entity, is in materiel monetary default of any of its or their significant financial obligations to any Seller Related Entity, which default has not been cured or otherwise waived by the party to whom such obligation is owed. The term "significant financial obligations", as used herein, means any loan or other financial obligation, the current outstanding balance of which exceeds $100,000.00. Purchaser hereby affirms that the foregoing are true and correct to the best of Purchaser's knowledge and belief, and Purchaser warrants and covenants that the foregoing shall be true and correct as of the Closing, except as disclosed and agreed to by Seller in writing. Effective as of the ~ day of ,19 . (Insert same date as the effective date of Base Contract.) CITY OF DELRAY BEACH, FLORIDA, ATTEST: a Florida municipal corporation By:. City Clerk Name: Title: I~km,Bmk 7~9~ AND 1ALE AGP. E~4ENT - IMPROVED O: ~WI~LFOP~u%II~CH~_~_~_ _r~DC~ONTI~CT EXHIBIT A LAND Parcel 1: Folio #12 43 46 04 00 000 7370 The East 340 feet of the Northwest quarter of the Southwest quarter of the Southwest ;~ ~:~ .- ~*'-~ '~=~ · ~ - quarter of Section 4, Township 46 South, Range 43 East, Palm Beach County, Fiorida;;~ LESS the following described parcels: 1. The South 15 feet of the above-described parcel; 2. The East 40 feet of the above-described parcel; 3. The West 130 feet of the East 170 feet of the North 150 feet of the South 290 feet of the above-described parcel; 4. The North 125 feet of the South 140 feet of the East 265 feet of the West~. ~..: · '-.: :.*-' 305 feet of the above-described parcel. '~'" :'" ...... ':-'~ Parcel 2: Folio #12 43 46 04 O0 000 7380 The West 168.00 feet of the East 300.00 feet of the North 125.00 feet of the South '~ ~,.~' ............ 140.00 feet of the Northwest quarter of the Southwest quarter of the Southwestl quarter of Section 4. Township 46 South. Range 43 East. Palm Beach County. Florida. Tax ID Number or Folio Number of Property:. Grantee's Social Secur'~y Number or Tax ID Number EXHIBIT B Prepared by and AFTER RECORDING RETUEM TO: CL~re BaiLey Carra~ay, Esquire Nati~m'~k of F[oricl~, N.A. 400 North Ashley Drive, ~uJte 1~00 T~ F[orJ~ ~2 ;PECIAL WARRANTY DEED NATIONSBANK OF FLORIDA, N.A., a national banking association ('Grantor') whose address is 100 North Tampa Street, Suite 1700, Tampa, Florida 33602, for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) paid to Grantor and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, has GRANTED, SOLD and CONVEYED and does hereby GRANT, SELL and CONVEY unto the CITY OF DELRAY BEACH, a Florida municipal corporation ('Grantee") whose address is 100 Northwest First Avenue, Dalray Beach, Florida 33444, in fee simple, that certain land located in Palm Beach County, Florida, being more particularly described in Exhibit A, attached hereto and incorporated herein by reference, together with all improvements, if any, located on such land (such land and improvements being collectively referred to as the 'Property'). This conveyance is made and accepted subject to all matters (the 'Permitted Exceptions") set forth in Exhibit B. attached hereto and incorporated herein by reference. TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances pertaining thereto, including all of Grantor'a right, title and interest in and to adjacent streets, alleys and rights-of-way, subject to the Permitted Exceptions, unto Grantee and Grantee's heirs, successors and assigns forever. And Grantor hereby covenants with Grantee that, except as above noted, that at the time of the delivery of this Special Warranty Deed the Property was free from all encumbrances made by it and that Grantor will warrant and defend the same against the lawful claims and demands of all persons claiming by, through or under Grantor, but against none other. Except for the limited warranty of rifle, GRANTEE ACKNOWLEDGES THAT GRANTOR HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABiETY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH GRANTEE MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABIMTY, MARKETABILITY,-PROFITABIUTY ' OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, {F) THE MANNER~bR:QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY;'~'IG)';THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR {H! ANY OTHER. MA~I'ER WITH RESPECT TO THE PROPERTY, AND SPECIFICALLY, THAT GRANTOR HA~'NOT 'MADEi DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS: REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND uSE~ ZONING AND DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE DISPOSAL OR EXISTENCE, IN OR ON THE PROPERTY, OF ANY'HAZARDOUS MATERIALS, WASTES OR SUBSTANCES DEFINED IN ANY FEDERAL, STATE OR LOCAL LAWS OR ANY OTHER SPECIALLY REGULATED MATERIALS INCLUDING, BUT NOT LIMITED TO~ ASBESTOS, PETROLEUM PRODUCTS, POLYCHLORINATED BIPHENYL, OR RADON GAS, EXCEPTTHEWARRANTY OF TITLE EXPRESSLY SET FORTH HEREIN. GRANTEE FURTHER ACKNOWLEDGE~ TH'A'F~TO-T~HE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE PROPERTY IS MADE ON'AN"AS IS'!'.!~ CONDITION AND BASIS WITH ALL FAULTS. :~'"~'~ ~-~ ?' ~ By acceptance of this Special Warranty Dead, Grantee agrees to and accepts all of the forgoing matters. EXECUTED on the date set forth in the acknowledgment attached hereto to be effective aa of the day of ,1995. WITNESSES: NATIONSBANK OF FLORIDA, N.A., a national banking asaociation Name: : - By:. Name: Gerald P. Ademy Name: Title: Senior Vice President STATE OF FLORIDA COUNTY OF HILLSBOROUGH The foregoing instrument was acknowledged before me on ,1995, by Gerald P. Ademy as Senior Vice President of NationsBank of Florida, N.A., a national banking association, on behalf of the association. He is personally known to me or who has produced as identification. Name: NOTARY PUBLIC, State of Rorida (SEAL) Serial Number (if any) My Commission Expires: G:.~WP*d~4nO N3'RACI* 1~ O:~ y.p,t,e EXHIBIT A TO ~PECIAL WARRANTY DEED LAND Parcel 1: Folio #12 43 46 04 00 000 7370 The East 340 feet of the Northwest quarter of the Southwest quarter of the Southwest quarter of Section 4, Township 46 South, Range 43 East, Palm Beach County, Rorida; LESS the following described parcels: " 1. The South 15 feet of the above-described parcel; 2. The East 40 feet of the above-described parcel; 3. The West 130 feet of the East 170 feet of the North 150 feet of the South 290 feet of the above-described parcel; 4.The North 125 feet of the South 140 feet of the East 265 feet of the West 305 feet of the above-described parcel. Parcel 2: Folio #12 43 46 04 O0 000 7380 The West 168.00 feet of the East 300.00 feet of the North 125.00 feat of the South 140.00 feet of the Northwest quarter of the Southwest quarter of the SouthweSt..~; quarter of Section 4, Township 46 South, Range 43 East, Palm Beach County, Florida. EXHIBIT B TO SPECIAL WARRANTY DEED PERMITTED EXCEPTIONS TO DEED 1. Governmental rights of police power or eminent domain unless notice of the exercise of such rights appears in the public records es of the date hereof; and the consequences of any law, ordinance or governmental regulation including, but not limited to, building and zoning ordinanc- es. 2. Defects, liens, encumbrances, adverse claims or other matters 1 ) not known to the Grantor and not shown by the public records but known to the Grantee as of the date hereof and not disclosed in writing by the Grantee to the Grantor prior to the date hereof; 2! resulting in no loss or damage to the Grantee; or 3) attaching or created subsequent to the effective date hereof. 3. All valid and enforceable covenants, liens, encumbrances, defects, easements and other matters, if any, as shown in the Title Commitment, upon the agreement of Purchaser and Seller. 4. All matters which would be disclosed by an accurate survey performed as of the date of this Deed. EXHIBIT C mu. OF AND NATIONSBANK OF FLORIDA, N.a,., a national banking association ('Assignor"), for'~r~d *~-~. consideration of the sum of TEN AND NOI100 DOLLARS ($10.00) and other good'~and-~mlueble'~ consideration paid to Assignor by the CITY OF DELRAY BEACH, · Florida municiPid-?©0rpOratio ("Assignee'), the receipt and sufficiency of which are hereby acknowledged, has ASSIGNED;~-~8oLD?-*~*~'~:~: CONVEYED and DEUVERED, and does hereby ASSIGN, SELL, CONVEY and DELIVER unto-Assignee,*-?-~*~ its successors, heirs, executors, administrators personal representatives and assigns, all-of AsSignO-r~S ~'~* right, title and interest, if any, in and to the following: ~--.;~.~-~? ~: 1. All of the fixtures, equipment, machinery, fumiture and other person.al, property (the "Personal Property") placed or installed on or about the real property {the "Real PropertY')being ~mors particularly described in Exhibit A, attached hereto and incorporated herein by referance~ 'an~l' ": 2. Ail intangible property (the "Intangible Property") pertaining to the Real Property or the. Personal Property or the use thereof Including, without limitation, transferable utility contr'acta,--.; transferable telephone exchange numbers, plans and specifications, engineering plans and S~udles~ plans and landscape plans relating to the same or any part of the same. The Personal Property and the Intangible Property are hereinafter collectively referred to as the, "Property." "":: This Bill of Sale and Assignment is made and accepted subject to all of the liens, security interests and other matters (the "Permitted Exceptions") shown in any public records or listed in the ..... Special Warranty Deed from Assignor to Assignee, of even date herewith, covering the Property. :':'~' ASSIGNEE TAKES THE PROPERTY "AS IS" AND "WITH ALL FAULTS." ASSIGNOR HAS NOT ~.:. MADE AND DOES NOT MAKE ANY REPRESENTATIONS AS TO THE PHYSICAL';CONDITIoN,:::~- OPERATION OR ANY OTHER MATTER AFFECTING OR RELATED TO THE PROPERTY~'A~ID THIS"BILL OF SALE AND ASSIGNMENT, EXCEPT AS HEREIN SPECIFICALLY SET FORTH OR REFERRED TO, AND -'::~: ASSIGNEE HEREBY EXPRESSLY ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS"H~VE BEEN 'i MADE. ASSIGNOR EXPRESSLY DISCLAIMS AND ASSIGNEE ACKNOWLEDGES AND AccEPTs THAT ASSIGNOR HAS DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANYi-:AND ALL:~ REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND, ORAL OR WRITTEN;~'EXPRESS - OR IMPLIED, CONCERNING THE PROPERTY, INCLUDING, WITHOUT LIMITATION, fi'}' THE VALUE,'? CONDITION, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY ORFITNESS FOR ': A PARTICULAR USE OR PURPOSE OF THE PROPERTY, (ii) THE MANNER OR QU~:~OF:~'THE: CONSTRUCTION OF THE CONSTRUCTION OF MATERIALS, IF ANY, INCORPORATED' INTO ~qNY'OF- THE PROPERTY AND (iii) THE MANNER, QUAUTY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY. ASSIGNOR IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBALOR WRITTEN, :...~:~--:~:':~ - STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY-FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO HEREIN. .L-;.:'~,..~- ~.~'~'~ By acceptance of this Bill of Sale, Assignee hereby accepts and agrees to all matters set forth herein. EXECUTED this day of ,1995. WITNESSES: llA~IONSBANK OF FLORIDA, N,A., a national banking association Name: By:, Name: Gerald P. Adamy Name: T~e: Senior Vice President ~XHIBn' A LAND Parcel 1: Folio #12 43 46 04 O0 000 7370 The East 340 feet of the Northwest quarter of the Southwest quarter of the Southwest quarter of Section 4, Township 46 South, Range 43 East, Palm Beach County, Florida:'~ LESS the following described parcels: 1. The South 15 feet of the above-described parcel; 2. The East 40 feet of the above-described parcel: 3. The West 130 feet of the East 170 feet of the North 150 feet of the South 290 feet of the above-described parcel; 4. The North 125 feet of the South 140 feet of the East 265 feat of the Wast 305 feet of the above-described parcel. Parcel 2: Folio #12 43 46 04 00 000 7380 ;~:'~ :* ¥: ,' The West 168.00 feet of the East 300.00 feet of the North 125.00 feet of the South :::'~,-':, 140.00 feet of the Northwest quarter of the Southwest quarter of the Southwest ~ quarter of Section 4, Township 46 South. Range 43 East, Palm Beach County, Florida. ~':~'--'-? ESCROW AGR~~ THIR ESCROW AG~ made and entered into as of the ~ day of ---~ 1995, by and among NationsBank of Florida, N.A., a national bavidng association (the 'Seller"); City of Delray Beach, a Florida municipal corporation (the 'Purchaser"); and lack Lupo Realty, Inc., a corporation (the 'Escrow Agent'). S?ATElV NT oF pURPOSE Seller and Purchaser have entered into a Purchase and Sale Agreement (the 'Purchase and Sale Agreement') dated ,1995, for the sale and purchase of a certain tract of land located in Palm Beach County, Florida, as more particularly described in the Purchase and Sale Agreement (the "Property"). Purchaser and Seller desire to have Escrow Agent hold the Earnest Money as required under the Purchase and Sale Agreement in escrow pursuant to the terms of this Agreement. NOW, THEREFORE, in consideration of the promises herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1. Apt)ointment. Purchaser and Seller hereby appoint Jack Lupo Realty, Inc. as Escrow Agent hereunder, and Escrow Agent hereby accepts such appointment. · ? ' 2. Earnest Money D _eposit. Purchaser has delivered to and deposited with Escrow Agent the amount of ONE HUNDRED AND NO/100 DOLLARS ($100.00) representing the Earnest Money as required by the Purchase and Sale Agreement. Escrow Agent agrees to immediately, upon receipt, deposit said funds in a non-interest bearing account at and to hold and disburse said funds (the "Earnest Money"), as hereinafter provided. 3. Instructions. Upon written notification from Purchaser and Seller that the sale _ contemplated is to be consummated, Escrow Agent shall deliver the Earnest Money at Closing, as defined in the Purchase and Sale Agreement, by wire transfer of immediately available funds to Seller to be applied to the purchase price for the benefit of Purchaser, unless, otherwise instructed by the parties hereto. Upon written notification from both Purchaser and Seller that the contemplated sale shall not take place, Escrow Agent shall deliver the l=~rnest Money to Purchaser or to Seller, as directed, or as otherwise instructed by the parties hereto. 4. Duties of Escrow Agent/Exculpation. Purchaser and Seller agree that in performing any of its duties under this Agreement, Escrow Agent shall not be liable for any loss, costs or damage which it may incur as a result of serving as Escrow Agent hereunder, except for any loss, costs or damage arising out of its willful default or negligence. Accordingiy, Escrow Agent shall not incur any liability with respect to (a) any action ~l~en or admitted to be taken in good faith upon advice of its counsel given with respect to any questions relating to its duties and responsibilities, or (b) any action taken or omitted to be taken in reliance upon any document, including any written notice of instruction provided for in this Agreement, not only as to its due execution and validity and effectiveness of its provisions, but also to the Iruth and accuracy of any information con~i~ed therein, which Escrow Agent sb~ll in good faith believe to be genuine, to have been signed or presented by a proper person or persons and to conform with the provisions of this Agreement. 5. Indemnification. Purchaser and Seller, to the extent provided by law, hereby agree to indemnify and hold harmless Escrow Agent against any and all losses, claims, damages, liabilities and expenses, including, without limitation, reasonable attorneys' fees and disbursements, which may be imposed upon or incurred by Escrow Agent in connection with its serving as Escrow Agent hereunder, unless such losses, claims, damages, liabilities and expenses are the result of Escrow Agent's willful default or negligence in performing its obligations hereunder. 6. ~. In an event of dispute between any of the parties hereto, sufficient in the discretion of Escrow Agent to justify its doing so, Escrow Agent shall be entitled to tender unto the registry or custody of any court of competent jurisdiction all money or property held by it under the terms of this Agreement, together with such legal pleadings as it deems appropriate and thereupon be discharged. IN WITNESS WHEREOF, the undersigned have caused this instrument to be duly executed and sealed as of the day and year first above written. NATIONSBANK OF FLORIDA, N.A., a national banking association Title: Senior Vice President) PURCHASER: CITY OF D~T.RAY BEACH, a l=lorida municipal corporation Name: Title: -2- ESCROW AGENT: JACK LUPO, INC., a corporation By: Name: Title: Na~nnsl~mk ~5 I~"ROW AO~ FOR U~E ' _ .... WITH IaURCHASE AND ~ AO~ ' ':~. ~.:~:y .,; O:~~~~ow~ '~!~~ -3- CITY OF I]ELRrI¥ BEAgH CITY ATTORNEY'S OFFICE W~ter's Direct L~e: (~7) 243-7~1 DELRAY BEACH 'llllJ ~: °ct°ber 18, 1995 ~MO~D~ 1993 TO: Ci~ Co~ssion FROM: Susan A. Ruby, Ci~ Attorney SUBJECT: Resolution No. 77-95 and Con~act for ~rchase of ~e Nationsb~ Prope~ (2200 - 2300 Seacrest Boulevard) and Escrow Agreement Our office has negotiated a contract for the purchase of the Nationsbank property. The essential terms of the contract are set forth below. 1. Purchase price of $315,000.00. 2. Earnest money of $100.00 to be kept by Seller if the City breaches or terminates the agreement. The only remedy of the City if the Seller breaches the agreement is to refund the $100.00 earnest money to the City. No other remedies are available. 3. Seller shall give the City a special warranty deed which requires the City to accept the property "as is", which includes environmental problems, if any, at the site. 4. The City has 60 days to perform inspections, including an environmental audit and survey. 5. The City may terminate the agreement if there are title defects or environmental problems unacceptable to the City or for any other reason. 6. Closing to occur within 90 days after the effective date of the agreement. Nationsbank desires to close on the property prior to the end of this year, if possible. 7. Nationsbank shall pay for the title commitment and premium for the owners policy, preparation of the deed, costs to cure title defects if they elect to cure Pr, r~ted o~ f~ecycled Pap~ City Commission October 18, 1995 Page 2 the defects or encumbrances and to satisfy or release existing mortgages, documentary stamps, tangible or intangible taxes, if any, pending special assessments and taxes due to the date of closing. 8. The City is to pay the contract price set forth above and, all recording costs, pending special assessments, if any, costs of inspections and/or surveys. Each party will pay its own attorney's fees. The attached resolution incorporates the legal description and a copy of the contract. By copy of this memorandum to David Harden, our office requests that the contract and the resolution and attachments be placed on the regular City Commission agenda of October 24, 1995 for consideration. Please call if you have any questions. SAR:smk Attachments cc: David T. Harden, City Manager Alison MacGregor Harty, City Clerk patel-2.sar NOTICE IS HEREBY given mat d Oe4ra¥ Beach Fern, bas?:_, ~"~"~ E~, palm ~ch ~ ~ ~ W~ ~ ~ ~t cor- E~ ~ a ~e~e d I~ ~ I0 an ~BLIC HEARING SHALL BE liM ~ ~r~t B~ard; ~e run ~ ~ ~, ~ East a~ t~ LESS AND EXCEPT ~Y ~i~ ~izJ~ ~ ~ ~ ~ ~blic r~aY ~ ~ ~tai~ · ~ ~id c~ ~ ~ ~r~tl~levara' ' ~ ~ ~ri~ aS ~ : CITY ~ ~L~Y BEACH, ~ FLORIDA T~ E~ ~ ~ ~ ~ N~t CiHC~k ~ ~i~ ~rcels: ~ R~ITay ~h