Res 73-03RESOLUTION NO. 73-03
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF DI~J.RAY BEACH, FLORIDA, AUTHORIZING
THE CITY TO PURCHASE CERTAIN REAL PROPERTY IN
THE CITY OF DELRAY BEACH, WHICH PROPERTY IS
LOCATED AT LOT 14, BLOCK B, CARVER MEMORIAL
PARK AS MORE PARTICULARLY DESCRIBED HEREIN,
HEREBY INCORPORATING AND ACCEPTING THE
CONDITIONS AND TERMS OF THE CONTRACT FOR
SALE AND PURCHASE BETWEEN THE CITY OF
DELRAY BEACH AND THE RUFUS NORMAN ESTATE.
WHEREAS, the City of De[ray Beach, Florida desires to acquire Lot 14, Block B, Carver
Memorial Park, for drainage retention purposes; and,
WHEREAS, it is in the public interest to purchase the property described above.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF DI~J.RAY BEACH, FLORIDA, AS FOLLOWS:
Section 1. That the City Commission of the City of Delray Beach, Florida hereby agrees
to enter into a contract with the Rufus Norman Estate in order to acquire Lot 14, Block B, Carver
Memorial Park, as recorded in Plat Book 20, Page 56 of the Public Records of Palm Beach County,
Florida for the amount of Seventeen Thousand Five Hundred Ninety-Seven Dollars and 00 cents
(US$17,597.00).
Section 2. That the terms and conditions contained in the aforementioned contract for
the acquisition and purchase of the real property described above are hereby incorporated herein as
Exhibit "A" and can be further reviewed in the office of the City Clerk, 100 N.W. 1st Avenue,
Delray Beach, Florida.
PASSED AND ADOPTED in regular session on this the 4/~6 day of November, 2003.
A'I'I'EST:
City Clerk
CONTRACT FOR SALE AND PURCHASE
THE ESTATE OF RUFUS NORMAN, SR. ("Seller"), and CITY OF DELRAY BEACH,
a Florida mtmicipal corporation, ("Buyer"), hereby agree that the Buyer shall purchase the
following real property ("Real Property") upon the following terms and conditions:
1. DESCRIPTION:
Lot 14, Block B, Carver Memorial Park, according to the plat or map thereof recorded in
Plat Book 20, page 56, of the Public Records of Palm Beach County, Florida. ~
PURCHASE PRICE ................................ USS15,537.
3. TIME FOR ACCEPTANCE; EFFECTIVE DATE; FACSIMILE: If this offer is not
executed by and delivered to all parties OR FACT OF EXECUTION communicated in writing
between the parties prior to such offer being withdrawn by the first party signing, the deposit(s),
if any, will, at Buyer's option, be returned and this offer withdrawn. The date of this Contract
("Effective Date") will be the date when the last one of the Buyer and the Seller has signed this
offer or the date the City Commission of the City of Delray Beach approves this Contract. A
facsimile copy of this Contract and any signature thereon shall be considered for all purposes as
originals.
4. TITLE EVIDENCE: At least one (1) week before closing date, Buyer shall obtain a title
insurance commitment.
5. CLOSING DATE: This transaction shall be closed and the deed and other closing papers
delivered within sixty (60) days from the date of execution unless extended by other provisions
of this Contract. The sixty (60) day period shall be hereinafter referred to in this contract as the
"Inspection Period."
6. RESTRICTIONS; EASEMENTS; LIMITATIONS: Buyer shall take title subject to:
zoning, .restrictions, prohibitions and other requirements imposed by governmental authority;
restrictions and matters appearing on the plat or otherwise common to the subdivision; public
utility easements of record (easements are to be located contiguous to Real Property lines and not
more than 10 feet in width as to the rear or front lines and 7 ½ feet in width as to the side/roes,
unless otherwise specified herein); taxes for year of closing and subsequent years; assumed
mortgages and purchase money mortgages, if any; provided, that there exists at closing no
violation of the foregoing and none of them prevents the use of Real Property for residential
purpose.
7. OCCUPANCY: Seller warrants that there are no parties in occupancy other than Seller,
but if Real Property is intended to be rented or occupied beyond closing, the fact and terms
thereof shall be stated herein, and the tenant(s) or occupants disclosed pursuant to Standard D.
Seller agrees to deliver occupancy of Real Property at time of closing unless otherwise stated
herein. If occupancy is to be delivered before closing, Buyer assumes all risk of loss to Real
Property from date of occupancy, shall be responsible and liable for maintenance from that date,
and shall be deemed to have accepted Real Property in their existing condition as of time of
taking occupancy unless othenvise stated herein or in a separate writing.
8. TYPEWR/TTEN OR HANDWRITTEN PROVISIONS: Typewritten or handwritten
provisions shall control all printed provisions of Contract in conflict with them.
9. ASSIGNABILITY: Buyer may not assign Contract.
10. ENVIRONMENTAL ASSESSMENT AND OTHER INSPECTIONS: During the
inspection period as set forth in Paragraph 5 above, Buyer and its engineers, surveyors, agents
and representatives shall have access to the Real Property upon reasonable notice for purposes of
survey, testing and inspection thereof, including the performance of a Phase I site assessment, or
its equivalent, and any other environmental assessments or inspections that the Buyer in its
discretion desires to perform. All surveys, testing and inspections shall be conducted by Buyer at
its expense, and shall be performed by licensed persons of firms dealing in the respective areas
tested. In the event that Buyer requires fu~er inspection time hereunder for any reason, Buyer
may provide written notice to Seller of such fact and the inspection period may be extended once
and only once by sixty (60) days from the end of the initial inspection period. In the event that
such inspections shall reveal a deficiency in the Real Property, as determined by Buyer in its sole
and absolute discretion, Buyer shall have the right to terminate this Agreement at any time during
the inspection period (either initial or extended) by giving notice thereof to Seller, whereupon the
parties shall be relieved of all further obligation hereunder.
STANDARDS FOR REAL ESTATE TRANSACTIONS
A. Evidence of Title: A title insurance commitment issued by a Florida licensed title insurer
agreeing to issue to Buyer, upon recording of the deed to Buyer, an owner's policy of title insurance in the amount of
the purchase price, insuring Buyer's title to real property, subject only to liens, encumbrances, exceptions or
qualification set forth in this agreement and those which shall bc discharged by Seller at or before closing. Seller
shall convey a marketable title subject only to liens, encumbrances, exceptions or qualifications set forth in this
agreement and those which shall be discharged by Seller at or before closing. Marketable title shall be detemfined
according to applicable title standards adopted by authority of The Florida Bar and in accordance with law. If title is
found defective, Buyer shall notify Seller in writing specifying defect(s). If the defect(s) render title unmarketable,
Seller will have one hundred twenty (120) days from receipt of notice within which to remove the defect(s), failing
which Buyer shall have thc option of either accepting the rifle as it then is or demanding a refund of deposit(s) paid
which shall immediately be returned to Buyer; thereupon Buyer and Seller shall release one another of all further
obligations under the agreement. Seller will, if titie is found unmarketable, use diligent effort to correct defect(s) in
title within the time provided therefor, including thc bringing of necessary suits.
B. Survey: Buyer, at Buyer*s expense, within time allowed to deliver evidence of title and to
examine same, may have real property surveyed and certified by a registered Florida surveyor. If survey shows
encroachment on real property or that improvements located on real property encroach on setback lines, easements,
lands of others, or violate any restrictions, agreement covenants or applicable governmental regulation, the same
shall constitute a title defect.
C. ln~rass and E~ress: Seller warrants and represents that there is ingxess and egress to the
real property sufficient for the intended use as described herein, title to which is in accordance with Standard A.
D. Leases: If applicable, Seller shall, not less than fffieen (15) days before closing, furnish
to Buyer copies of all written leases and estoppel letters from each tenant specifying the nature and duration of the
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tenanfs occupancy, rental rotes, advanced rent and security deposits paid by tenant. If Seller is unable to obtain such
letter from each tenant, the same information shall be furnished by Seller to Buyer within that time period in the form
of a Seller's affidavit, and Buyer may thereafter contact tenants to confirm such information. Seller shall, at closing,
deliver and assign all original leases to Buyer.
E. Liens: Seller shall furnish to Buyer at time of closing an affidavit attesting to the
absence, unless otherwise provided for herein, of any financing statements, claims of lien or potential lienors known
to Seller and further attesting that there have been no improvements or repairs to Real Property for ninety (90) d~ys
immediately preceding date of closing. If Real Property has been improved, or repaired within that time, Seller shall
deliver releases or waivers of mechanics' liens executed by all general contractors, subcontractors, suppliers, and
materiahnen in addition to Seller's lien affidavit setting forth the names of all such general cona-actors, subcon-
tractors, suppliers and materialmen and further affliming that all charges for improvemen~ or repairs which could
serve as a basis for a mechanic s line or a claim for damages have been paid or will be paid at closing.
F. Place of Closing: Closing shall be held in the county where real property is located, at
the office of the attorney or other closing agent designated by Buyer.
G. Time: Time is of the essence of this agreement. Time periods herein of less than six (6)
days shall in the computation exclude Saturdays, Sundays and state or national legal holidays, and any time period
provided for herein which shall end on Saturday, Sunday or legal holiday shall extend to 5:00 p.n~ of thc next
business day.
H. Documents for Closing: Seller shall furnish deed, bill of sale, mechanic's lien affidavit,
assignments of leases, tenant and mortgagee estoppel letters, and corrective insmunents, closing statement,
mortgage, n~rtgage note, security agreement, and financial statements.
I. Expenses: Documentary stamps on the warranty dccd and recording corrective
instruments shall be paid by Seller. Recording warranty deed shall be paid by Buyer.
J. Prorations~ credits: Taxes, assessments, rent, interest, insurance and other expenses and
· revenue of Real Property shall be prorated through day before closing. Buyer shall have the option to talcing over
any existing policies of insurance, if assumable, in which event premiums shall be prorated. Cash at closing shall be
increased or decreased as may be required by prorations. Prorations will be made through day prior to occupancy if
ecanpancy occurs before closing. Advance rent and security deposits will be credited to Buyer and escrow deposits
held by mortgagee will be credited to Seller. Taxes shall be prorated based on the current year~s tax with due
allowance made for maximum allowable discount, homestead and other exemptions. If closing occurs at a date when
the euncent year's milage is not fixed, and current year's assessments is available, taxes will be prorated based upon
sech assessment and the prior year's milage. If current year's assessment is not available, then taxes will be prorated
on the prior year's tax. If there are completed improvements on real property by January 1st of year of closing which
improvements were not in existence on January 1st of the prior year then taxes shall be prorated based upon the prior
year's milage and at an equitable assessment to be agreed upon between the parties, failing which, request will be
made to the County Property Appraiser for an informal assessment taking into consideration available exemptions.
Any tax proration based on an estimate may, at request of either Buyer or Seller, be subsequently readjusted upon
receipt of tax bill on condition that a statement to that effect is in the closing statement.
K. Special Assessment Liens: Certified, confiimed and ratified special assessment liens as
of date of closing (and not as of Effective Date) are to be paid by Seller. Pending liens as of date of elnsing shall be
assumed by Buyer. If the improvement has been substantially completed as of Effective Date, such pending lien
shah be considered as certified, confirmed or ratified and Seller shall, at closing, be charged an amount equal to the
last estimate of assessment for the improvement by the public body.
L. Feasibility studies: The Buyer shall have sixty (60) business days following the
Effective Date of this Contxact within which to conduct any and all feasibility studies and determinations relative to
the suitability for the acquisition of the subject property by the Buyer and thc Buyer reserves the express right to
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terminate this Conlract at any time during said period for any reason or no reason, in Buyer's sole disct~'don,
whereupon Buyer shall receive a full refund of all deposit monies paid hereunder. Buyer shall be granted reasonable
aecoss to the premises to conduct such feasibility studies and determinations, including environmental assays, core
drilling, surveys, soil sampling and other such testing.
M. Risk of Loss: If the Real Property is damaged by fire or other casualty before closing and
cost of restoration does not exceed the purchase price of the Real Property so damaged, cost of restoration shall be
an obligation of the Seller and closing shall proceed pursuant to the term so the agreement with restoration costs
escrowed at closing. If the cost of the restoration exceeds three percent (3%) of the assessed valuation of the
improvements so damaged, Buyer shall have the option of either taking Real Property as is, together with either the
three percent (3%) or any insurance proceeds payable by virtue of such loss or damage, or of cancelling the
agreement and receiving return of deposit(s).
N. Escrow: Any escrow agent ("Agent") receiving funds or equivalent is authorized and
agrees by acceptance of them to deposit them promptly, hold same in escrow and, subject to clearance, disburse them
in accordance with terms and conditions of agreement. Failure of clearance of funds shall not excuse Buyer's
performance. If in doubt as to Agent's duties or liabilities under the provisions of agreement, Agent may, at Agent's
option, continue to hold the subject matter of the escrow until the parties mutually agree to its disbursement, or until
a judgment of a court of competent jurisdiction shall determine the rights of the parties or Agent may deposit with
the clerk of the circuit court having jurisdiction of the dispute. Upon notifying all parties concerned of such action,
all liability on the part of Agent shall fully terminate, except to the extent of accounting for any items previously
delivered out of escrow. If a licensed real estate broker, Agent will comply with provisions of Chapter 475, F.S.
(1987), as amended. Any suit between Buyer and Seller where Agent is made a party because of acting as Agent
hereunder, or in any suit wherein Agent interpleads the subject matter of the escrow, Agent shall recover reasonable
attorney's fees and costs incurred with the fees and costs to be charged and assessed as court costs in favor of the
prevailing party. Parties agree that Agent shall not be liable to any party or person for misdelivery to Buyer or Seller
of items subject to this escrow, unless such misdelivery is due to willful breach of contract or gross negligence of
Agent.
O. Failure of Performance: If Buyer fails to perform this Contract within the time specified
Seller shall be relieved of all obligations under Contract. If, for any reason other than failure of Seller to make
Seller's title marketable after diligent effort, Seller fails, neglects or refuses to perform this Contract, the Buyer may
seek specific pefformanco or elect to receive thc return of Buyer's deposit(s) without thereby waiving any action for
damages resulting from Seller's breach.
P. Agreement Not Recordablel Persons Boundl Notice: Neither this agreement nor any
nOtice of it shall be recorded in any public records. This agreement shall bind and inure to the benefit of the parties
and their successors in interest. Whenever the context permits, singular shall include plural and one gender shall
include all. Notice given by or to the attorney for any party shall be as effective as if given by or to that party.
Q. Conveyance: Seller shall convey the Real Property by way of Warranty Deed subject to
an easement for any utilities that may exist and lie on the Real Property.
' ~ IL Other Agreements: No prior or present agreements or representations shah be binding
· upon Buyer or Seller unless included in this Contract. No modification br change in ~ Contract shall be valid or
bindin4 upon the parties unless in writing and executed by thc party or parties intended to be bound by it.
S. Warranties: Seller warrants that there are no facts known to Seller materially affecting
the value of the real property which arc not readily observable by Buyer or which have not been disclosed to Buyer.
BUYER: City 9f .Dg~ray. Beach
~m~n, MayXor
SELLER:
By:,~
Print Namq:~/-/~t~-,~
Social Security or v v --
Tax I.D. No.:
/~ity Attorney
STATE OF FLORIDA
COUNTY OF PALM BEACH
The foregoing instrument was acs~owJ~g~~
before me this ~ day of t~,tC~,~(~..~
200_~_ by ~ ~./z?c,/c,~O~ .
who is~~om~~ to me or who h~
pmduc~
Si~a~f No~ Public- ~
S~fFlofi~ I ~'N~VS~' ' I
. ] ~AM~O [
I ~ cou~°~ ~- ~ ~, I
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lIT',' OF DELRI1¥ BEIIEH
CITY ATTORNEY'S OFFICE
200 NW 1st AVENUE · DELRAY BEACH, FLORIDA 33444
TELEPHONE 561/243-7090 · FACSIMILE 561/278-4755
Writer's Direct Line: (561) 243-7090
DELRAY BEACH
DATE:
TO:
FROM:
MEMORANDUM
October 21,2003
City Commission
David T. Ha~len, City_ Manager
Brian Shutt, Assistant City Attorney
SUBJECT: Acquisition of Lot 14, Block B, Carver Memorial Park; N.W. 15~
Avenue
Attached please find a resolution adopting a contract for sale and purchase of the
above-referenced property. Acquisition of this property was requested by the
Engineering Department and the property will ultimately be utilized for drainage
retention purposes. The sale price is $17,597.00 which includes attorneys fees
and costs incurred by the Rufus Norman estate in the transaction.
Please call if you have any questions. By copy of this memorandum to the City
Manager, our office requests that this item be placed on the agenda for the
November 4, 2003 City Commission meeting.
Attachment
CC:
Barbara Garito, City Clerk
Randal Krejcarek, City Engineer
Michael Brown, Esq.
RESOLUTION NO. 73-03
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
DELRAY BEACH, FLORIDA, AUTHORIZING THE CITY TO
PURCHASE CERTAIN REAL PROPERTY IN THE CITY OF
DELRAY BEACH, WHICH PROPERTY IS LOCATED AT LOT 14,
BLOCK B, CARVER MEMORIAL PARK AS MORE
PARTICULARLY DESCRIBED HEREIN, HEREBY
INCORPORATING AND ACCEPTING THE CONDITIONS AND
TERMS OF THE CONTRACT FOR SALE AND PURCHASE
BETWEEN THE CITY OF DELRAY BEACH AND THE RUFUS
NORMAN ESTATE.
WHEREAS, the City of Delray Beach, Florida desires to acquire Lot 14, Block B, Carver
Memorial Park, for drainage retention purposes; and,
WHEREAS, it is in the public interest to purchase the property described above.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
DELRAY BEACH, FLORIDA, AS FOLLOWS:
Section 1. That the City Commission of the City of Delray Beach, Florida hereby agrees
to enter into a contract with the Rufus Norman Estate in order to acquire Lot 14, Block B, Carver
Memorial Park, as recorded in Plat Book 20, Page 56 of the Public Records of Palm Beach
County, Florida for the amount of Seventeen Thousand Five Hundred Ninety-Seven Dollars and
00 cents (US$17,597.00).
Section 2. That the terms and conditions contained in the aforementioned contract for
the acquisition and purchase of the real property described above are hereby incorporated herein
as Exhibit "A" and can be further reviewed in the office of the City Clerk, 100 N.W. 1st Avenue,
Delray Beach, Florida.
PASSED AND ADOPTED in regular session on this the
day of November, 2003.
A']-I'EST:
MAYOR
City Clerk
CONTRACT FOR SALE AND PURCHASE
THE ESTATE OF RUFUS NORMAN, SR. ("Seller"), and CITY OF DELRAY BEACH,
a Florida municipal corporation, ("Buyer"), hereby agree that the Buyer shall purchase the
following real property ("Real Property") upon the following terms and conditions:
1. DESCRIPTION:
Lot 14, Block B, Carver Memorial Park, according to the plat or map thereof r~corded in
Flat Book 20, page 56, of the Public Records of Palm Beach County, Florida.~
PURCHASE PRICE ................................ US$4-Sr59¢.
3. TIME FOR ACCEPTANCE; EFFECTIVE DATE; FACSIMILE: If this offer is not
executed by and delivered to all parties OR FACT OF EXECUTION communicated in writing
between the parties prior to such offer being withdrawn by the first party signing, the deposit(s),
if any, will, at Buyer's option, be returned and this offer withdrawn. The date of this Contract
("Effective Date") will be the date when thc last one of the Buyer and the Seller has signed this
offer or the date the City Commission of the City of Delray Beach approves this Contract. A
facsimile copy of this Contract and any signature thereon shall be considered for all purposes as
originals.
4. TITLE EVIDENCE: At least one (1) week before closing date, Buyer shall obtain a title
insurance commitment.
5. CLOSING DATE: This transaction shall be closed and the deed and other closing papers
delivered within sixty (60) days from the date of execution unless extended by other provisions
of this Contract. The sixty (60) day period shall be hereinafter referred to in tiffs contract as the
"Inspection Period."
6. RESTRICTIONS; EASEMENTS; LIMITATIONS: Buyer shall take title subject to:
zoning, restrictions, prohibitions and other requirements imposed by governmental authority;
restrictions and matters appearing on the plat or otherwise common to the subdivision; public
utility easements of record (easements are to be located contiguous to Real Property lines and not
more than 10 feet in width as to the rear or front lines and 7 ½ feet in width as to the side lines,
unless otherwise specified herein); taxes for year of closing and subsequent years; assumed
mortgages and purchase money mortgages, if any; provided, that there exists at closing no
violation of the foregoing and none of them prevents the use of Real Property for residential
purpose.
7. OCCUPANCY: Seller warrants that there are no parties in occupancy other than Seller,
but if Real Property is intended to be rented or occupied beyond closing, the fact and terms
thereof shall be stated herein, and the tenant(s) or occupants disclosed pursuant to Standard D.
Seller agrees to deliver occupancy of Real Property at time of closing unless otherwise stated
herein. If occupancy is to be delivered before closing, Buyer assumes all risk of loss to Real
Property from date of occupancy, shall be responsible and liable for maintenance from that date,
and shall be deemed to have accepted Real Property in their existing condition as of time of
taking occupancy unless otherwise stated herein or in a separate writing.
8. TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Typewritten or handwritten
provisions shall control all printed provisions of Contract in conflict with them.
9. ASSIGNABILITY: Buyer may not assign Contract.
10. ENVIRONMENTAL ASSESSMENT AND OTHER INSPECTIONS: During the
inspection period as set forth in Paragraph 5 above, Buyer and its engineers, surveyors, agents
and representatives shall have access to the Real Property upon reasonable notice for purposes of
survey, testing and inspection thereof, including the performance of a Phase I site assessment, or
its equivalent, and any other environmental assessments or inspections that the Buyer in its
discretion desires to perform. All surveys, testing and inspections shall be conducted by Buyer at
its expense, and shall be performed by licensed persons of firms dealing in the respective areas
tested. In the event that Buyer requires further inspection time hereunder for any reason, Buyer
may provide written notice to Seller of such fact and the inspection period may be extended once
and only once by sixty (60) days from the end of the initial inspection period. In the event that
such inspections shall reveal a deficiency in thc Real Property, as determined by Buyer in its sole
and absolute discretion, Buyer shall have thc fight to terminate this Agreement at any time during
the inspection period (either initial or extended) by giving notice thereof to Seller, whereupon the
parties shall be relieved of all further obligation hereunder.
STANDARDS FOR REAL ESTATE TRANSACTIONS
A. Evidence of Tire: A title insurance commitment issued by a Florida licensed tide insurer
agreeing to issue to Buyer, upon recording of the deed to Buyer, an owner's policy of tide insurance in the amount of
the purchase price, insuring Buyer's title to real property, subject only to liens, encumbrances, exceptions or
qualification set forth in this agreement and those winch shall be discharged by Seller at or before closing. Seller
shall convey a marketable title subject only to liens, encumbrances, exceptions or qualifications set forth in this
agreement and those winch shall be discharged by Seller at or before closing. Marketable tire shall be determined
according to applicable tire standards adopted by authority of Tbe Florida Bar and in accordance with law. If tide is
found defective, Buyer shall notify Seller in writing specifying defect(s). If the defect(s) render title unmarketable,
Seller will have one hundred twenty (120) days from receipt of notice within winch to remove the defect(s), failing
winch Buyer shall have the option of either accepting the title as it then is or demanding a refund of deposit(s) paid
winch shall ima~diately be returned to Buyer; thereupon Buyer and Seller shall release one another of all further
obligations under the agreement. Seller will, if title is found unmarketable, use diligent effort to correct defect(s) in
tire within the time provided therefor, including the bringing of necessary suits.
B. Survey: Buyer, at Buyer's expense, within time allowed to deliver evidence of tide and to
examine same, may have real propen'y surveyed and certified by a registered Florida surveyor. If survey shows
encroachment on real property or that improvements located on real property encroach on setback lines, easements,
lands of others, or violate any restrictions, agreement covenants or applicable governmental regulation, the same
shall constitute a tire defect.
C. Ineress and Em'ess: Seller warrants and re'presents that there is ingress and egress to the
real property sufficient for the intended nsc as described herein, title to winch is in accordance with Standard A.
D. Leases: If applicable, Seller shall, not less than fifteen (15) days before closing, furnish
to Buyer copies of all written leases and estoppel letters from each tenant specifying the nature and duration of the
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tenant's occupancy, rental rates, advanced rant and security deposits paid by tenant. If Seller is unable to obtain such
letter from each tenant, the same information shall be fumishad by Seller to Buyer within that time period in the form
of a Seller's affidavit, and Buyer may thereafter contact tenants to confirm such information. Seller shall, at closing,
deliver and assign all original leases to Buyer.
E. Liens: Seller shall furnish to Buyer at time of closing an affidavit at, eating to the
absence, unless otherwise provided for herein, of any financing statements, claims of lien or potential lienors known
to Seller and further attesting that there have been no improvements or repairs to Real Property for ninety (90) days
immediately preceding date of closing. If Real Property has been improved, or repaired within that time, Seller ~hall
deliver releases or waivers of mechanics' liens executed by all general contractors, subcon~'actors, suppliers, and
materialmen in addition to Seller's lien affidavit setting forth the names of all such general contractors, subcon-
tractors, suppliers and materialmen and further affu'ming that all charges for improvements or repairs which could
serve as a basis for a mechzni¢'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 aRurney or other closing agent designated by Buyer.
G. Time: Time is of the essence of this agreement. Time periods herein of less than six (6)
days shall in the computation exclude Saturdays, Sundays and state or national legal holidays, and any time period
provided for herein which shall end on Saturday, Sunday or legal holiday shall extend to 5:00 p.ro~ of the next
business day.
H. Documents for Closing: Seller shall furnish deed, bill of sale, mecha, lc's lien affidavit,
assignments of leases, tenant and mortgagee estoppel letters, and corrective instruments, closing statement,
mortgage, mortgage note, security agreement, and financial statements.
I. Exoenses: Documentary st~rr~.s on the warranty deed and recording corrective
instruments shall be paid by Seller. Recording warranty deed shall be paid by Buyer.
$. Prorations: credits: Taxes, assessments, rent, interest, insurance and other expenses and
revenue of Real Property shall be prorated through day before closing. Buyer shall have the option to taking over
any existing policies of insurance, if ass~mable, in which event premiums shall be prorated. Cash at closing shall be
increased or decreased as may be required by prorations. Prorations will be made through day prior to occupancy if
occupancy occurs before closing. Advance rent and security deposits will be credited to Buyer and escrow deposits
held by mortgagee will be credited to Seller. Taxes shall be prorated based on the current yeaias 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 yea~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 yeal~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 1 st of the prior year then taxes shall be prorated based upon the prior
year's milage and at an equitable assessment to be agreed upon between the parties, failing which, request will be
made to the County Property Appraiser for an informal assessment taking into consideration available exemptions.
Any tax proration based on an estimate may, at request of either Buyer or Seller, be subsequently readjusted upon
receipt of tax bill on condition that a statement to that effect is in the closing statement.
K. Special Assessment Liens: Certified, confirmed and ratified special assessment liens as
of date of closing (and not as of Effective Date) are to be paid by Seller. Pending liens as of date of closing shall be
assumed by Buyer. If the improvement has been substantially completed as of Effective Date, such pending lien
shall be considered as certified, confirmed or ratified and Seller shall, at closing, be charged an amount equal to the
last estimate of assessment for the improvement by the public body.
L. Feasibility studies: The Buyer shall have sixty (60) business days following the
Effective Date of this Conlract within which to conduct any and all feas~llity studies and determinations relative to
the suitability for the acquisition of the subject property by the Buyer and the Buyer reserves the express right to
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terminate this Contract at any time during said period for any reason or no reason, in Buyer's sole discretion,
whereupon Buyer shall receive a full refund of all deposit monies paid hereunder. Buyer shall be granted reasonable
access to the premises to conduct such feasibility studies and determinations, including environmental assays, core
drilling, surveys, soil sampling and other such testing.
M. Risk of Loss: If the Real Property is damaged by fire or other casualty before closing and
cost of restoration does not exceed the purchase price of the Real Property so damaged, cost of restoration shall be
an obligation of the Seller and closing shall proceed pursuant to the term so the agreement with restoration costs
escrowed at closing. If the cost of the restoration exceeds three percent (3%) of the assessed valuation of the
improvements so damaged, Buyer shall have the option of either taking Real Property as is, together with either the
three percent (3%) or any insurance proceeds payable by virtue of such loss or damage, or of cancelling the
agreement and receiving return of deposit(s).
N. Escrow: Any escrow agent ("Agent") receiving funds or equivalent is authorized and
agrees by aeeeptanae of them to deposit them promptly, hold same in escrow and, subject to clearance, disburse them
in accordance with terms and conditions of agreement. Failure of clearance of funds shall not excuse Buyexas
performance. If in doubt as to Agenfs duties or liabilities under the provisions of agreement, Agent may, at Agenfs
option, continue to hold the subject matter of the escrow until the parties mutually agree to its disbursement, or until
a judgment of a court of competent jurisdiction shall determine the rights of the parties or Agent may deposit with
the clerk of the circuit court having jurisdiction of the dispute. Upon notifying all parties concerned of such action,
all liability on the part of Agent shall fully terminate, except to the extent of accounting for any items previously
delivered out of escrow. If a licensed real estate broker, Agent will comply with provisions of Chapter 475, F.S.
(1987), as amended. Any suit between Buyer and Seller where Agent is made a party because of acting as Agent
hereunder, or in any suit whereto Agent interpleads the subject matter of the escrow, Agent shall recover reasonable
attorney's fees and costs incurred with the fees and costs to be charged and assessed as court costs in favor of the
prevailing party. Parties agree that Agent shall not be liable to any party or person for misdelivery to Buyer or Seller
of items subject to this escrow, unless such misdelivery is due to willful breach of contract or gross negligance of
Agent.
O. Failure of Performance: If Buyer faih to perform this Contract within the time specified
Seller shall be relieved of all obligations under Contract. If, for any reason other than failure of Seller to make
Seller's title marketable afier diligent effort, Seller fails, neglects or refuses to perform this Contract, thc Buyer may
seek specific performance or elect to receive the return of Buyer's deposit(s) without thereby waiving any action for
damages resulting from Seller's breach.
P. Agreement Not Recordablel Persons Boundl Notice: Neither this agreement nor any
notice of it shall be recorded in any public records. This agreement shall bind and inure to the benefit of the parties
and their successors in interest. Whenever the context permits, singular shall include plural and one gender shall
include all. Notice given by or to the attorney for any party shall be as effective as if given by or to that party.
Q. Conveyance: Seller shall convey the Real Property by way of Warranty Deed subject to
an easement for any utilities that may exist and lie on the Real Property.
R. Other Agreements: No prior or present agreements or representations shall be binding
upon Buyer or Seller unless included in this Contract. No modification or change in this Contract shall be valid or
binding upon the parties unless in writing and executed by the party or parties intended to be bound by it.
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S. Warranties: Seller warrants that there are no facts known to Seller materially affecting
the value of the real property which are not readily observable by Buyer or which have not been disclosed to Buyer.
BUYER: City of D¢lray Beach
By:.
Jeff Perlman, Mayor
ATTEST:
Social Security or
Tax I.D. No.:
City Clerk
Approved as to Form:
City Attorney
STATE OF FLORIDA
COUNTY OF PALM BEACH
The foregoing instrument was a~o~le~ged_
before me this /0 day of ~
200~ by ~ ,
who is~own to me or who has
Sign~e of Notary Public- ~-/
Slate of Florida
omClaL NOTAI1Y sr~l.
ANA M Al'.~dl~
NOTARY PUBLIC STATE O~ FLORIDA
COM,~/~IO~ NO. l~D~
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