Res 11-97 RESOLUTION NO. 11-97
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 76 S.E. 5TH AVENUE,
DELRAY BEACH, FLORIDA, 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, AND AUTHORIZING THE CITY TO
LEASE THE PROPERTY PURSUANT TO THE LEASE INCORPORATED
HEREIN.
WHEREAS, the City of Delray Beach, Florida, wishes to
acquire certain property located at 76 S.E. 5th Avenue; and
WHEREAS, the Seller, Jefferson F. Vanderwolk, 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
land adjacent to City-owned land, for parking and for other municipal
purposes; and
WHEREAS, it is in the best interest of the City to lease the
acquired property to the Chamber of Commerce for good and valuable
consideration and in order to provide for additional public parking
and to insure that at the end of the lease term that the property
currently leased to the Chamber and this property can be used for
public 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 Jefferson
F. Vanderwolk, as Seller, land for the purchase price of One Hundred
and Thirty Thousand Dollars ($130,000.00) and other good and valuable
consideration; said parcel being more particularly described as
follows:
Town of Delray, Lot 18, less East 10 feet road
right-of-way, Block 101, as recorded in Plat Book 1,
Page 3 of the Public Records of Palm Beach County,
Florida.
Section 2. That the terms and conditions in the contract for
sale and purchase and addenda thereto between the City of Delray Beach,
Florida, and Jefferson F. Vanderwolk are attached hereto as Attachment
A and incorporated herein.
Section 3. That the City Commission hereby agrees to lease
the property described in Section 1, together with property currently
under lease located at 56 S.E. 5th Avenue, to the Chamber of Commerce.
Section 4. That the terms and conditions of the lease are
attached hereto, as Exhibit B and are incorporated herein.
PASSED AND ADOPTED in regular session on this the 4th day of
February, 1997.
ATTEST:
~ City C~rk
- 2 - Res. No. 11-97
AGREEMENT FOR PURCHASE AND SALE
This Agreement for Purchase and Sale, is made and entered into as of the day of
, 1997 by and between Jefferson F. Vanderwolk (Seller), and the City of
Delray Beach, Florida, a municipal corporation (hereinafter referred to as the "Purchaser").
WITNESSETH:
1. DEFINITIONS. The following terms as used herein shah have the following
meaning:
1.1. ~ - this instrument, together with all exhibits, addenda and
proper amendments hereto.
1.2. ~ - the meaning ascribed thereto in Section 6.2 of this
Agreement, unless extended by the terms of this Agreement, or by mutual consent of the
parties.
1.3. "Effective Date" - the effective date of Agreement shall be the date upon
which the City of Delray Beach Commission shall have approved the execution of this
Agreement at a formal meeting of Board.
1.4 "Inspection Period" - that certain period of time commencing upon the
Effective Date and terminating thirty (30) days thereafter.
1.5 "Permitted Exceptions" - those exceptions to the title of the Property as
set forth in Exhibit "B" hereto attached, together with any other title matters that may be
waived in writing by the Purchaser.
1.6 "Real Property_" - the real property located at 76 S.E. 5th Avenue,
Delray Beach, Florida, legally described in Exhibit "A" attached hereto and made a part
hereof, together with all improvements situate thereon.
1.7 "Tangible Personal Property_" or "Personal Property_" - All of Sellers
right, title and interest in all appliances, fixtures, equipment, machinery, furniture, carpet,
drapes, and other personal property, if any, located on or about the land and the improvements
used in the operation and maintenance thereof, except the personal property retained by Seller
for the approximately 600 sq. ft. area currently occupied by Seller in the southwestern corner
of building.
2. SALE AND PURCHASE. In consideration of the mutual covenants herein
contained, and various other good and valuable consideration, Seller agrees to sell and convey
to Purchaser and Purchaser agrees to purchase from Seller, on the terms, covenants and
conditions hereinafter set forth, the Real Property, and Personal Property together with all
right, title and interest of Seller in and to any and all streets, roads, highways, easements,
accesses and rights of way appurtenant to the Real Property, together with all improvements
located thereon, if any.
3. PURCHASE PRICE AND METHOD OF PAYMENT.
3.1 Ellig, llt~t~P_Ii~. The purchase price of the Property shall be One
Hundred and Thirty Thousand Dollars ($130,000.00).
3.2. Payment of Purchase Price. On the Closing Date, Purchaser shall pay at
the City's election, by wire transfer of immediately available United States currency or by
City check, the total amount of the purchase price of the Property, in United States Currency,
subject to any adjustments, credits and prorations as herein provided.
4. ACKNOWLEDGMENTS. REPRESENTATIONS AND WARRANTIES OF
SELLER.
As a material inducement to Purchaser to enter into this Agreement, Seller
hereby acknowledges, represents and warrants to the best of his knowledge to Purchaser as
follows:
4.1. That Seller is indefeasibly seized of marketable, fee simple title to the
Property, and is the sole owner of and has good right, title and auth6rity to convey and
transfer the Property which is the subject matter of this Agreement, free and clear of all liens
and encumbrances, excepting only the Permitted Exceptions.
4.2 That there is no litigation, investigation or proceeding pending, or to the
knowledge of Seller threatened, which relates to or adversely affect Seller's ability to perform
its obligations under this Agreement.
4.3 That there are no judicial or administrative actions, suits or judgments
affecting the Property, including without limitation, any such laws, ordinances, rules or
regulations of any governmental authority having jurisdiction of the Property.
4.4 That there are no existing or pending special assessments affecting the
Property, which are or may be assessed by any governmental authority, water or sewer
authority, school district, drainage district or any other special taxing district.
4.5 There are no condemnation, environmental, zoning or other land-use
regulation proceedings, either instituted, or planned to be instituted with regard to the
Property.
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4.6 On the Closing Date there will be no outstanding contracts made by
Seller for any improvements to the Real Property which have not been fully paid for and Seller
shall cause to be discharged all construction liens arising from any labor or materials furnished
to the Property prior to the time of Closing.
4.7 All documents executed or to be executed by Seller which are to be
delivered to Purchaser at closing will be legal, valid, and binding obligations of Seller.
4.8 There are no service contracts affecting the Property which will survive
Closing.
4.9 That all ad valorem real property taxes for the Property have been fully
paid for the year 1996, and all prior years.
4.10 That Seller has entered into no other contracts for the sale of any portion
of the Property which remain in force.
4.11 That the Property has not in the past been used, and is not presently
being used, for the handling, storage, transportation, or disposal of hazardous or toxic
substances, wastes or materials.
4.12 It is a condition precedent to closing that all of the representations and
warranties of Seller contained in this Agreement shall continue to be true as of the Closing
Date, and shall be deemed to be restated and affirmed as of the Closing Date without the
necessity of Seller's execution of any document with respect thereto. In the event that any of
the Seller's representations shall prove to be materially untrue, Purchaser shall have the right
to (i) terminate this Agreement at any time prior to closing upon written notice by Seller,
whereupon the parties shall be relieved of all further obligation hereunder; or (ii) proceed to
close upon this Agreement without thereby waiving any claim or cause of action against Seller
for misrepresentation or breach of warranty.
5. INSPECTION OF PROPERTY. During the Inspection Period, Purchaser and
its engineers, surveyors, agents and r~epresentatives shall have access to the Property upon
reasonable notice for purposes of survey, testing and inspection thereof. All surveys, testing
and inspections shall be conducted by Purchaser at its expense, and shall be performed by
licensed persons or fu'ms dealing in the respective areas or matters tested. All testing shall be
done in the least intrusive manner, and Purchaser agrees to indemnify Seller to the extent
permitted by law from and against any and all loss, damage, cost, expense and/or liability of
whatsoever nature arising from or out of Purchaser's, its agents, contractors, employees and
invites entry upon and inspection of the Property. Notwithstanding the foregoing, the
foregoing indemnification shall not apply to, nor prohibit Purchaser from, the disclosure of the
results of said inspections as may be required by applicable law. In the event that such
inspections shall reveal a deficiency in the Property, as determined by Purchaser in its sole and
absolute discretion, Purchaser shall have the right to terminate this Agreement at any time
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during the Inspection Period by giving written notice thereof to Seller, whereupon the parties
shall be relieved of all further obligation hereunder.
6. CLOSING. The parties agree that the Closing upon the Property shall be
consummated as follows:
6.1 Place of Closing. The closing shall be held at a mutually acceptable
located to Seller and Purchaser.
6.2 .C,,1.o.,fillg_l).a~. The closing shall take place within thirty (30) days after
expiration of the Inspection Period, or at such earlier date as is mutually agreed upon by the
parties.
6.3 Closing Documents. At closing, Seller shall deliver or cause to be
delivered to Purchaser, the following documents, each fully executed and acknowledged as
required.
6.3.1 Statutory. Warranty. Deed. A Statutory Warranty Deed conveying good
and marketable fee simple title to the property, subject only to the Permitted Exceptions.
6.3.2 Affidavit of Seller. An Affidavit with respect to construction liens in
such form as sufficient to permit a title insurer to delete the "construction lien" exception from
the title insurance policy, and stating that the Property is free and clear of all encumbrances,
leases, licenses, contracts or claim of rights, which claims may serve as the basis of a
construction lien.
6.4 Possession. At closing Seller shall deliver full, complete and exclusive
possession of the Property to the Purchaser.
6.5 Purchaser's Obligations. At closing, Purchaser shall deliver, or
cause to be delivered, to Seller, the following:
6.5.1 Cash due at Closing. The required payment due as cash due at closing
as provided elsewhere herein.
7. EVIDENCE OF TITLE.
7.1. Within thirty (30) days after the Effective Date of this Agreement, the
Purchaser shall obtain an owner's title insurance commitment issued by a title insurance
company acceptable to Purchaser agreeing to issue to the Purchaser upon the recording of the
Statutory Warranty Deed to the Real Property, an owner's marketability title insurance policy
in the amount of the purchase price, insuring the marketability of the fee title of the Purchaser
to the Real Property, subject only to the Permitted Exceptions. The cost of said commitment
and policy and any premium thereafter shall be borne by Purchaser.
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The Purchaser shall have until the end of the Inspection Period, in which to review
same. In the event the title insurance commitment shall show as an exception any matter other
than the Permitted Exceptions, Purchaser shall notify Seller of Purchaser's objection thereto,
and Seller shall act with reasonable effort to remove such exception(s), which exceptions shall
be deemed to constitute title defects. The Seller shall be entitled to thirty (30) days from the
date Of notification by Purchaser (with adjournment of the Closing Date if necessary) within
which to cure such defects or to make arrangements with the title insurer for the removal of
any such objections from the commitment, however, Seller shall have the option of
discharging any such matters at closing out of the closing proceeds. If the defect(s) shall not
have been so cured or removed from the commitment by endorsement thereto at the
termination of the said thirty (30) day period, Purchaser shall have the option of: (a)
accepting title to the Property as it then exists; (b) postponing the closing date or (c)
terminating this Agreement, by giving written notice thereof to Seller, in which event the
parties shall be relieved of all further obligation hereunder.
7.2 Seller shall deliver to Purchaser prior to the Closing an endorsement of
the commitment making it effective to within five (5) days of the Closing Date. At closing,
the title insurance commitment shall be endorsed to remove any and all requirements or
preconditions to the issuance of an owner's marketability title insurance policy, and to delete
any exceptions for: (a) any rights or claims of parties in possession not shown by the public
records; (b) encroachments, overlaps, boundary line disputes and any other matters which
would be disclosed by an accurate survey and inspection of the Property; (c) unrecorded
easements and claims of easements (d) unrecorded and construction liens or claims of liens; (e)
taxes for the year of closing and all prior years; (f) matters arising or attaching subsequent to
the effective date of the commitment but before the acquisition of record of the fee simple title
to the Real Property by the Purchaser.
7.3 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 Real Property,
without the prior written consent of the Purchaser.
8. ~ Purchaser shall have the right, within the time period provided in
Section 7 for delivery and examination of Title Evidence, to obtain a current survey of the
Real Property and all improvements thereon. Said survey shall be prepared in accordance with
the minimum technical standards for surveys within the State of Florida. If the survey reveals
any encroachments, overlaps, boundary disputes or other defects, other than the Permitted
Exceptions, which affect marketability of the Property, the same shall be treated as title
defects as described in Section 7 of this Agreement and Purchaser shall have the same rights
and remedies as set forth therein.
9. ]]2kI)_O.~[_C,u~. Radon is naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may present health 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. Additional information regarding radon testing may be obtained
from your County public health unit.
10. Fa3hP..,[,~,~. Purchaser shall be responsible for preparation of all closing
documents. Purchaser shall submit copies of same to Seller no less than five (5) days before
scheduled closing.
10.1 Purchaser shall pay the following expenses at closing.
10.1.1 The cost of recording the deed of conveyance.
10.1.2 All costs and premiums for the owners marketable title
insurance commitment and policy.
10.2 Seller shall pay the following expenses at closing.
10.2.1 Documentary Stamps required to be affixed to the deed of
conveyance, and intangible taxes.
10.2.2 All costs necessary to cure title defect(s) or encumbrances,
other than the Permitted Exceptions, and to satisfy or release of record all existing mortgages
upon the Property.
10.3 The Seller and Purchaser shall each pay their own attorney's fees.
11. P. K0J?~kTJD~. On or before the Closing Date, Seller shall establish an escrow
fund with the County Tax Collector pursu.ant to Florida Statutes Section 196.295, and shall
pay into said escrow Seller's prorata portion of ad valorem real property taxes for the year of
closing as determined by the Tax Collector. Seller shall pay its prorata share of taxes for the
year of closing and any outstanding taxes for years prior to 1997 shall be paid by Seller.
12. ASSESSMENTS. If on the Closing Date, the Property or any part thereof shall
be or shall have been affected 'by assessments, which are, or which may become payable in
annual installments, of which the fu'st installment is then a charge or lien, or has been paid,
then for the purposes of this Agreement, all of the unpaid installments of any such
assessments, including those which are to become due and payable after the Closing Date,
shall be deemed to be due and payable and to be liened upon the premises affected thereby,
and shall be paid and discharged by the Seller on or before Closing Date.
13. CONDEMNATION. In the event that all or any part of the Property shall be
acquired or condemned for any public or quasi-public use or purpose, or if any acquisition or
condemnation proceedings shall be threatened or begun by a governmental entity other than
Purchaser prior to the closing of this transaction, Purchaser shall have the option to either
terminate this Agreement, and the obligations of all parties hereunder shall cease, or to
proceed, subject to all other terms, covenants, conditions, representations and warranties of
this Agreement, to the closing of the transaction contemplated hereby and receive title to the
Property, receiving, however, any and all damages, awards or other compensation arising
from or attributable to such acquisition or condemnation proceedings. Purchaser shall have
the right to participate in any such proceedings.
14. REAL ESTATE BROKER. Seller and Purchaser each represents and warrants
to the other that it has not dealt with any broker, salesman, agent or finder in connection with
this transaction. Without limiting the effect of the foregoing to the extent permitted by law,
each party agrees to indemnify, defend and save the other harmless from the claims and
demands of any real estate broker, other than broker, claiming to have dealt with the
indemnifying party. Such indenmity shall include, without limitation, the payment of all costs,
expenses and attorney's fees incurred or expended in defense of such claims or demands. The
terms of this Section shall survive the closing or termination of this Agreement.
15. F~A. Seller represents and warrants to Purchaser that Seller is not a
"foreign person" as defined by the Federal Foreign Investment in Real Property Tax Act, (the
"Act"). At closing, the Seller shall execute and deliver to Purchaser, a "Non-Foreign
Certificate", as required by the Act. Seller acknowledges that in the event Seller fails to
deliver the Non-Foreign Certificate, Purchaser shall be authorized to withhold from the closing
proceeds an amount equal to ten percent (10%) of the gross amount of the purchase price, and
to remit same to the Internal Revenue Service, as required by the Act.
16. NOTICES. All notices and elections (collectively, "notices") to be given or
delivered by or to any party hereunder, shall be in writing and shall be (as elected by the party
giving such notice) hand delivered by messenger, courier service or Federal Express, or
alternatively shall be sent by United States Certified Mail, with Return-Receipt Requested.
The effective date of any notice shall be the date of delivery of the notice if by personal
delivery, courier service or Federal Express, or if mailed, upon the date which the return
receipt is signed or delivery is refused or the notice designated by the postal authorities as non-
deliverable, as the case may be. The parties hereby designed the following addresses as the
addresses to which notices may be delivered, and delivery to such addresses shall constitute
binding notice given to such party:
16.1 Purchaser:
City of Delray Beach, Florida
100 N.W. 1st Avenue
Delray Beach, Florida 33~.~.~.
Atto: David Harden, City Manager
With a copy to:
Susan A. Ruby, Esq., City Attorney
200 N.W. 1st Avenue
Delray Beach, Florida 33~.~?,
Phone: (407) 243-7091
Fax: (407) 278-4755
16.2 Seller:
Jefferson F. Vanderwolk
Address:
Phone:
Any party may from time to time change the address to which notice under this
Agreement shall be given such party, upon three (3) days prior written notice to the other
parties.
17. A~,qJ~d~?,12~. Neither Purchaser nor Seller shall assign this Agreement or
any interest herein without the prior written consent of the other party.
18. ENFORCEMENT COSTS. In the event any action, suit or proceeding is
commenced with respect to interpretation or enforcement of this Agreement, the prevailing
party therein shall be entitled to recover all costs, expenses and fee, including, without
limitation, reasonable attorney's fees, expended or incurred by such party in connection
therewith, including any such costs expenses and fees upon appeal and in post judgment
proceedings.
19. DEFAULT. In the event Seller fails or refuses to perform any term, covenant,
or condition of this Agreement, Purchaser shall, in addition to any other remedies provided at
law or in equity, have the right of specific performance thereof.
20. GOVERNING LAW & VENUE. This Agreement shall be governed by,
construed and enforced in accordance with, the laws of the State of Florida. Venue in any
action suit or proceeding in connection with this Agreement shall be in Palm Beach County,
Florida.
21. BINDING EFFECT. This Agreement shall be binding upon, and shall inure to
the benefit of, the parties hereto and their respective legal representatives, successors and
assigns.
22. NO RECORDING. Neither this Agreement, nor any memorandum or short
form hereof, shall be recorded in the Public Records of Palm Beach County, Florida.
23. TIME OF ESSENCE. Time is of the essence with respect to the performance
of each and every provision of this Agreement where a time is specified for performance.
24. INTEGRATION. This Agreement constitutes the entire understanding and
'Agreement between the parties with respect to the subject matter hereof, and may not be
modified or amended, except in a writing signed by all of the parties hereto.
25. EFFECTIVE DATE OF AGREEMENT. This Agreement is expressly
contingent upon the approval of the City Commission of the City of Delray Beach.
26. H.EAI~L~. The paragraph headings or captions appearing in this Agreement
are for convenience only, are not part of this Agreement, and are not to be considered in
interpreting this Agreement.
[This page is intentionally left blank]
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in
their respective names, on the dates set forth below.
Signed, sealed and delivered
in the presence of.'
Date of Execution by Seller:
, 1997
WITNESSES: JEFFERSON F. VANDERWOLK
Wimess Signature
Name Printed or Typed
State of Florida
County of
The foregoing instrument was acknowledged before me this day of
, 1997 by (name of person
acknowledging), who is personally known to me or who has produced
(type of identification) as identification and who
did (did not) take an oath.
Signature of Notary Public - State
of Florida
Print, Type, or Stamp Name of
Notary Public
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Date of Execution by Purchaser:
,1997
CITY OF DELRAY BEACH, FLORIDA,
a Florida municipal corporation
By:
Title:
ATTEST:
City Clerk
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY:
City Attorney
vander.agt
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EXHIBIT "A"
Town of Delray, Lot 18, less East 10 feet road right-of-way, Block 101, as recorded in
Plat Boole 1, Page 3 of the Public Records of Palm Beach County, Florida.
Tax ID Number or Folio Number
of Property: 12-43-46-16-01-101-0180
Grantee's Social Security Number or
Tax ID Number
Prepared by and
AFTER RECORDING RETURN TO:
City Atlnrn~y
200 N.W. 1st Avenue
Delray Beach, Florida 33444
STATUTORY WARRANTY DEED
JEFFERSON VANDERWOLK, ("Grantor") whose address is
, 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, as GRANTED, SOLD and CONVEYED and does
hereby GRANT, SELL and CONVEY unto the City of Delray Beach, whose address is 100 N.W. 1st
Avenue, Delray Beach, Florida, 33~.'!.~. in fee simple tide, that certain land located in Palm Beach
County, Florida, being more particularly described in ~, 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 ~, 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's 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 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.
EXECUTED on the date set forth in the acknowledgment attached hereto to be effective as of
the ~ day of ,199
WITNESS: JEFFERSON VANDERWOLK
Name: Grantor
State of Florida
County of
The foregoing instnmaent was acknowledged before me this day of
, 1997 by (name of person
acknowledging), who is personally known to me or who has produced
(type of identification) as identification and who did (did
no0 take an oath.
Signature of Notary Public - State
of Florida
Print, Type, or Stamp Name of
Notary Public
EXHIBIT "A'
Town of Delray, Lot 18, less East 10 feet road right-of-way, Block I01, as recorded in
Plat Book 1, Page 3 of the Public Records of Palm Beach County, Florida.
EXI-IIBIT B TO STATUTORY WARRANTY DEED
PERMITTED EXCEPTIONS
TO DEED
1. Taxes and assessments for the year of 1997 and subsequent years, which are not yet due and
payable.
JEFFERSON F. VANDERWOLK, [1]("Assignor"), for and in consideration of the sum of
TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration paid to Assignor
by [2] the City of Delray Beach ("Assignee"), the receipt and sufficiency of which are hereby
acknowledged, has ASSIGNED, SOLD, CONVEYED and DELIVERED, and does hereby ASSIGN,
SELL, CONVEY and DELIVER unto Assignee, its successors, heirs, executors, administrators
personal representatives and assigns, all of Assignor's right, title and interest, if any, in and to the
following:
1. All of the fixtures, equipment, machinery, furniture and other personal property (the
"Personal Property") placed or installed on or about the real property (the "Real Property") being
more particularly described in ~, attached hereto and incorporated herein by reference; and,
2. All intangible property (the "Intangible Property") pertaining to the Real Property or
the Personal Property or the use thereof including, without limitation, transferable utility contracts,
transferable telephone exchange numbers, plans and specifications, engineering plans and studies, floor
plans and landscape plans relating to the same or any part of the same, except as set forth in the
contract for sale and purchase.
3. The Assignor for itself and its successors, covenant to and with the Assignee, its
successors and assigns, that it is the lawful owner of the personal property and intangible property; that
they are free from all encumbrances; that it has good right to sell the aforesaid, and that it will warrant
and defend the sale of the personal property and intangible personal property on behalf of the Assignee,
its successors and assigns, against the lawful claims and demands of all persons whomsoever.
By acceptance of this Bill of Sale, Assignee accepts and agrees to all matters set forth herein.
EXECUTED this ~ day of ,199
JEFFERSON F. VANDERWOLK
WITNESSES:
Name:
Name:
EXHIBIT "A"
Town of Delray, Lot 18, less East 10 feet road right-of-way, Block 101, as recorded in
Plat Book 1, Page 3 of the Public Records of Palm Beach County, Florida.
AMENDED AND RESTATED LEASE
This Amended and Restated Lease is made this ~ day of , 1997 by
and between the City of Delray Beach, a Florida Municipal Corporation, (Lessor), and
Greater Delray Beach Chamber of Commerce, Inc., (Lessee), and collectively referred to
as the Parties.
WITNESSETH:
WHEREAS, the Lessor and the Lessee entered into a Lease of the property located at
64 S.E. 5th Avenue, Delray Beach, Florida dated June 20, 1967, which was amended January
23, I968, July 9, 1968 and January 9, 1996; and,
WHEREAS, the parties desire to amend and restate the lease dated January 9, 1996 to
include additional property located at 76 S.E. 5th Avenue; and,
WHEREAS, the lease of the additional property will be non-exclusive, in that the
unbuilt upon portion of the additional property will be used as additional public parking.
NOW, THEREFORE, the Parties in consideration of the covenants herein contained
agree as follows:
1. Prem~es. Lessor hereby leases to Lessee property located at 64 S.E. 5th
Avenue, Delray Beach, Florida, and 76 S.E. 5th Avenue, Delray Beach, Florida legally
described as:
The South fifty-two (52) feet of Lot 17, Block 101, Delray Beach
(formally Town of Linton) according to the plat thereof in Plat
Book 1, Page 3, of the public records of Palm Beach County,
Florida,
and
Town of Delray, Lot 18, less East 10 feet road right-of-way,
Block 101, as recorded in Plat Book 1, Page 3 of the Public
Records of Palm Beach County, Florida
The leased premises includes all improvements and appurtenances thereto.
Lessor acknowledges that Lessee has constructed a building on the premises and desires to
occupy and construct further improvements on the premises to be used for a Chamber of
Commerce building. The Lessee shall allow on the additional leased premises public parking
on that part of the property not currently used for the structure located thereon.
2. Rent: Lessee shall pay to Lessor in addition to the monies previously paid,
$65,000.00 due and payable on or before September 30, 1997.
3. Term and Commencement Date. The Lease shall be for a term of sixty-five
years (65) from the date of execution of the previous lease agreement through January 31, of
2060.
4. Use of Premises. The Lease is made by the Lessor for the purpose of enabling
Lessee to maintain on the above-described property, a building to be used for a Chamber of
Commerce building and to provide additional public parking. In the event that this property
should ever be used for any other purpose, then this lease may be terminated by the Lessor, by
giving the Lessee, or its successors or assigns, thirty (30) days notice of intention to terminate
this Lease. The Lessee covenants that it will make no unlawful, improper or offensive use of
said premises.
2
5. Assi_tmment and Subletting/Encumbrances. The Lessee shall not assign
mortgage, pledge or encumber this Lease in whole or in part, nor sublet any part of the leased
premises without the prior consent of the Lessor, except that Lessee may sublet the premises
or a part thereof, to Jefferson F. Vanderwolk for up to five (5) years from the date of
execution of this agreement upon terms outlined in the letter attached as Exhibit A to this
agreement.
6. Repairs and Maintenance. The Lessee shall maintain the leased premises
including all alterations thereto, at its own expense and shall keep the leased premises in safe
condition and in good repair.
7. Indemnification. Lessee shall indemnify, defend and hold harmless the City
from and against any and all judgments, damages, claims, demands, losses, causes of action,
and other costs and expenses, including reasonable attorneys fees incurred in the defense
thereof, that may be incurred'by the Lessor or alleged against the Lessor by reason of any
loss, damage or injury to any person or property resulting directly or indirectly by reason of
the use and occupancy of premises, or by the reason of the act, or failure to act by the Lessee,
its agents, employees or representativeS.
8. ~ Lessee shall, during the entire term hereof, carry liability insurance
and property damage insurance acceptable to the City. The insurance shall cover all
improvements. The City in its discretion may review the insurance types and amounts from
time to time and request that additional insurance be maintained and provided.
9. Alterations/Expansion. The Lessee shall obtain written approval of the City
for any expansion of the building on the premises. All work done by Lessee in connection
with any alterations, repairs, and maintenance on the premises shall be done in a good and
workmanlike manner and shall be diligently prosecuted to completion in accordance with the
plans and specifications therefore.
10. Surrender of Premises. Lessee agrees that if Lessee violates any of the
covenants of this Lease, that it will become a tenant at sufferance and the Lessor shall be
entitled to re-enter and re-take possession of the above-described premises upon granting the
thirty (30) days notice as above set forth. Upon termination or expiration of this Lease,
Lessee at its sole cost and expense, shall remove Lessee's personal property and removable
fixtures and equipment from the Premises. Upon surrender of the Premises, title to any and
all improvements shall be vested in Lessor.
11. Taxes/Assessments/Utilities. Lessee shall pay all taxes, special assessments, or
fees imposed on the property. The Lessee shall contract and pay for all utilities and services
required by the Lessee in furtherance of their use of the property and improvements situated
on the property.
12. Events of Default. The occurrence of one or more of the following shall
constitute an Event of Default by Lessee: (i) Lessee shall fail to perform or observe any of the
agreements, covenants or conditions contained in the Lease on Lessee's part to be performed
or observed and such failure continues for more than thirty (30) days after notice from Lessor;
(ii) Lessee shall vacate or abandon the premises; (iii) Lessee's leasehold estate shall be taken
by execution, attachment or process of Law. (iv) The Lessee uses the premises in violation of
Paragraph 4 and fails to cease the improper use within the thirty (30) days notice of default
given to Lessee. If an Event of Default occurs, the Lessor shall have the right to give Lessee
4
notice that Lessor intends to terminate this Lease upon a specified date not less than thirty (30)
days after the date notice is received by Lessee, or within the time frames provided in this
agreement. This Lease shall then expire on the date specified, as if the date had been
originally fixed as the expiration date of the term of this Lease. If however, the default is
cured within the aforementioned time periods, and the Lessor is so notified, this Lease will
continue.
13. Damage or Destruction By Fire. War, or Act of GOd. In the event the
improvements placed on the land by Lessee shall be destroyed, damaged or injured by fire or
other casualty during the term of this Lease or any extension thereof, the Lessee shall
commence restoration thereof within one hundred twenty (120) days and thereafter diligently
pursue the restoration to completion. Notwithstanding the foregoing, in the event of such
casualty, Lessee shall have the right, to be exercised in its sole discretion, to terminate this
Lease. In the event Lessee elects to terminate this Lease, Lessee shall fh'st place the Premises
in a safe and sightly condition and shall, at the request of the Lessor, remove any
improvements which are materially damaged.
14. Quiet E~oyment. Upon payment of rent and other charges herein provided,
Lessee shall peaceably and quietly hold and enjoy the premises for the term hereby demised
without hindrance or interruption by Lessor or any other person or persons lawfully or
equitably claiming by, through or under the Lessor, subject, nevertheless to the terms and
conditions of this Lease.
15. ~. Lessee shall not record this Lease, or any memorandum thereof,
without the written consent and joinder of Lessor.
5
16. Waiver of Jury Trial. The parties hereto waive trial by jury in connection
with proceedings or counterclaims brought by either of the parties hereto against the other, in
connection with this Lease.
17. Governing Law. This Lease shall be governed by and interpreted according to
the laws of the State of Florida and venue shall be in Palm Beach County.
18. Waiver. Accord. Satisfaction. The waiver by Lessor of any default of any
term, condition or covenant herein contained shall not be a waiver of such term, condition or
covenant, or any subsequent default of the same or any other term, condition or covenant
herein contained.
19. Notices. Any consents, approvals, permissions and notices shall be effective
and valid only if in writing mailed on or hand-delivered to:
a) If to the Lessor:
City Manager
100 N.W. 1st Avenue
Delray Beach, FL 33~.~~.
b) If to the Lessee:
President of Chamber of Commerce
64 S.E. 5th Avenue
Delray Beach, FL 33~.~.~.
20. Entire A~eement. This Lease constitutes all agreements, conditions and
understandings between Lessor and Lessee concerning the premises. All representations,
either oral or written, shall be deemed to be merged into this Lease. Except as herein
6
otherwise provided, no subsequent alteration, waiver, change or addition to this Lease shall be
binding upon Lessor or Lessee unless reduced to writing and signed by them.
IN WITNESS WItEREOF, the parties hereto have executed this Amended and
Restated Lease on the date fa'st above written.
ATTEST: CITY OF DELRAY BEACH, FLORIDA
By: By:
City Clerk Mayor
Approved as to legal form and
sufficiency:
By:
City Attorney
CHAMBER OF COMMERCE OF
WITNESSES: DELRAY BEACH, FLORIDA
By: ,
Signature
Name printed or typed
(Corporate Seal)
Signature
Name printed or typed
7
CORPORATE ACKNOWLEDGMENT CERTIFICATE
State of Florida
County of
The foregoing instrument was acknowledged before me this day of
, 1997 by (name of officer or
agent, title of officer or agent) of (name of corporation
acknowledging), a (s~ate or place of incorporation) corporation, on behalf
of the corporation. He/She is personally known to me or has produced
(type of identification) as identification and did (did not) Ud~e
an oath.
Signature of Notary Public - State
of Florida
Print, Type or Stamp Name of
Notary Public
chamber'2agt
8
~vfr. Dave I"L~'den, ~.~ Mzr~ger
~y of De!my ~
1~ ~ ~ Av~uue
~ Dav~
FoH~ u~ on ~ ~on a~t ~e ~h~ws ~~ ~on, I've
~c a~u~ ~e 0~ ~ ~ I~ V~d~ Wo~ for ~e ~~ I~
We ~ve no ~n con~ (~ou~ we ~d ~d one ~o I~, ~ we ~ ~ ~o
~bI~ ~ wo~ ~ ~ ~ ba~ awa~ ~m ~e ~j~ ~ey were: 1) We ~ov~
~t ~e c~r of ~no~g ~e ~~ ~d m~g d~ cod~ ~ ~~e for
~d we ~piy ~ot ~ ~=nt ~ to do ~e ~j~. We ~ve done ~e
~~g we ~ be abIe m ~ ~d=nt mone7 to do ~
I = ~ ~g you a co~ of ~e ~g ap~ ~t we ~d done by Ie~ A~~
~~. ~ you ~ ~, ~e a~r ~ve ~e o~on ~t ~e ~e~ ~ue
~ ~2~,~. I~ V~d= Wo~ ~ou~t ~e ap~ w~ low so we n~o~
' ~o~g on or about ~~= 31, 1~"
' ~ y~ ~ ~'~ ~e ~e ~ace ~. V~der Wo~' office ~y- ..
foo
~ve, ~ I ~d~~ ~ ~~ ~t we ~ve ~~, ~d of ~e ~-~ - ~e
wo~d now p~ ~e ~~ ~ ~. V~der Wo~ for ~e ~e ~ce a~d m. ~e
~r wo~d ~ !~m ~e ~ ~ ~e d~ for ~,~ ~ ~e m= I~
co~e ~ ~e ~ we ~ve on ~e adjacent p~ at ~ SE 5~ Argue. We, of co~,
wo~d h~ ~e o~er ~ of ~ a~~t ~ ~. V~der Wo~.
Da~, I ho~ ~ M =nou~ m ge~ s~ om We ~d ~m to ~ V~der Wo~ ~t we
~ou~t we ~d do~ ~ ~ ~ =d of ~e y~.
S~y,
Wltllam I- Wood
P~dent
~ S.~ ~ Av~ue, D~7 B~ ~o~da 33~3 ,..,.,
(:lTV DF DELRFI¥ BEl:lgfl
DELRA¥ BE^CH
'llllJAll'AmerioaCity DAT~: ]anua~ 2Z, 1997
1993
TO: City Commission
FROM: Susan A. Ruby, City Attorney
SUBJECT: Contract for Sale and Purchase of Property Adjacent to Chamber Located
at 76 S.E. 5th Avenue and Amended and Restated Lease Between the City
and the Chamber
The City currently leases property it owns to the Chamber of Commerce. The purchase
of this additional property will enable the City to aggregate property for parking and
other public purposes in the furore. The amended lease to the Chamber of this additional
property will enable the City to acquire additional parking now and provide for parking
in the furore.
The essential terms of the purchase are as follows:
1. The City shall purchase the property for $130,000,00.
2. The closing date is scheduled for April 7, 19997.
3. The City is to pay for the title insurance and recording of the deed.
4. The Seller shall pay all documentary stamps, and intangible taxes and cost of any
cure to the title and satisfaction of existing mortgage.
The essential terms of the Amended and Restated Lease between the City and the
Chamber of Commerce are as follows:
I. The Chamber shall pay to the City, in addition to monies previously paid,
$65,000.00 on or before September 30, 1997 to lease the additional property with the
understanding that the unbuilt upon portion of the newly acquired property will be
used for public parking.
/o.A-
Prif~to~_i on Pec}/cl~,,rl Pape~
City Commission
January 22, 1997
Page 2
2. The Amended Lease permits the Chamber to sublet part of the premises to the
current owner (approximately 608 sq. fi. in the S.W. wing) for three years with a
two year option at $7.00 a square foot.
3. The Lease shall expire on January 31, 2060 which is the same as the previous lease
to the Chamber.
Please call me if you have any questions regarding the Contract for Sale and Purchase or
the Amended and Restated Lease.
By copy of this memorandum to David Harden, City Manager, our office requests that
this resolution incorporating that this contract for Sale and Purchase and the Amended
and Restated lease be placed on the regular agenda as a public hearing item for February
4, 1997.
SAR:ci
Attachments
cc: David Harden, City Manager
Bill Wood, President, Chamber of Commerce
Mr. Jefferson K. Vanderwolk
Alison MacGregor Harty, City Clerk
vander2.sar
NOT~CE IS HEREB~ GIVEN, that
Cit~ o~ Delra~ Beach, FlOrida, has a~
~ C~m~ ~ Com~ce Fu~r
i~ti~, as available, may ~ ~
CiTY OF DELRAY BEACH
DA
B~
Ali~ ~Gr~
~a R~ N~
[ITY OF DELRR¥ BEII[tt
Writer's Direct Line: (561) 243-7091
DELRAY BEACH
Ali.America City MEMORANDUM
DATE: January 22, 1997
1993
TO: Alison MacGregor Harty, City Clerk
FROM: Susan A. Ruby, City Attorney
SUBJECT: Contract for Purchase of Property Adjacent to Chamber and Amended and
Restated Lease Between City and Chamber of Commerce
Please advertise the Notice of Intent to Sell and Lease Property as it pertains to the
attached resolution, which incorporates the Terms of the Contract for Sale and Purchase
with Mr. Vanderwolk and the Amended and Restated Lease between the City and the
Chamber, on January 24, 1997 and January 31, 1997. The resolution, contract for sale
and purchase and the lease should be put on the February 4, 1997 Commission agenda.
Please call if you have any questions.
SAR:ci
Attachment
76se5th.sar
NOTICE OF INTENT TO SELL AND LEASE REAL PROPERTY
NOTICE IS HEREBY GIVEN, that the City of Delray Beach, Florida, has determined to
buy and lease the following described property:
Lot 18, Town of Delray, less East 10 feet road right-of-way,
Block 101, as recorded in Plat Book 1, Page 3 of the Public
Records of Palm Beach County, Florida.
The sale and lease of the property is for appropriate consideration and for public purposes.
The contract for sale and purchase is between the City and Jefferson F. Vanderwolk. The
lease of the property is between the City and the Chamber of Commerce. Further
information, as available, may be obtained from the City Attorney's Office. The City
Commission of the City of Delray Beach, Florida, shall hold a public hearing on the
proposed purchase and lease at their regular City Commission meeting of February 4, 1997
at 7:00 p.m. in the City Commission Chambers, City Hall.
CITY OF DELRAY BEACH, FLORIDA
By:
Alison MacGregor Harty
City Clerk
Publish: The News ,,nS'
January,~4~, 1997
January 31, 1997