Res 18-97 RESOLUTION NO. 18-97
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 170 N.W. 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.
WHEREAS, the City of Delray Beach, Florida, wishes to
acquire certain property located at 170 N.W. 5th Avenue; and
WHEREAS, the Seller, Douglas T. Williams, 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 creating
a multi-cultural education museum and for 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, as Buyer, hereby agrees to purchase from Douglas T. Williams,
as Seller, land for the purchase price of Seventy-Two Thousand
Dollars ($72,000.00) and other good and valuable consideration; said
parcel being more particularly described as follows:
Lots 5 & 6 and the North 26.25 feet of Lot 7, Block
19, Delray Beach, formerly Town of Linton, 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 Douglas T. Williams are attached hereto as
Attachment A and incorporated herein.
PASSED AND ADOPTED in regular session on this the 4th day
of March, 1997. ~ /- j
ATTEST:
-- - VCity C~erk !
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 Douglas T. Williams (Seller), and the City of Deiray
Beach, Florida, a municipal corporation (hereinafter referred to as the "Purchaser").
WITNESSETH:
1. DEFINITIONS. The following terms as used herein shall have the following
meaning:
1. I. "Agreement" - this instrument, together with all exhibits, addenda and
proper amendments hereto.
1.2. "Closing Date" - 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 170 N.W. 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, as set forth in Exhibit "C", 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.
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 Purchase Price. The purchase price of the Property shall be Seventy-Two
Thousand Dollars ($72,000.00).
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 fight, title and authority 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.
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.
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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 On the Closing Date there will be no person(s) or parties in occupancy,
other than Seller.
4.13 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 representatives 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
firms 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 invitees 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 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 Closine. The closing shall be held at a mutually acceptable
location to Seller and Purchaser.
6.2 Closin~ Date. 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. I Cash due at Closing. The required payment due as cash due at closing as
provided elsewhere herein.
7. EVIDENCE OF TITLE.
7. I. 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.
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
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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 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. SURVEY: 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. RADON GAS. 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. EXPENSES. 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.
i0.2.1 Documentary Stamps required to be affixed to the deed of
conveyance, and intangible taxes.
10.2.2 Ail 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~ PRORATIONS. On or before the Closing Date, Seller shall establish an escrow
fund with the County Tax Collector pursuant 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 first 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
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real estate broker, other than broker, claiming to have dealt with the indemnifying party. Such
indemnity 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. FIRPTA. 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. 1 st Avenue
Delray Beach, Florida 33444
Attn: David Harden, City Manager
With a copy to:
Susan A. Ruby, Esq., City Attorney
200 N.W. 1st Avenue
Delray Beach, Florida 33444
Phone: (407) 243-7091
Fax: (407) 278-4755
16.2 Seller:
Douglas T. Williams
118 N.W. 8th Avenue
Delray Beach, Florida 33444
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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. ASSIGNMENT. 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. HEADINGS. The paragraph headings or captions appearing in this Agreement are
for convenience only, are not part of this Agreement, and are not to be considered in interpreting
this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in their
respective names, on the dates set forth below.
Signed, sealed and delivered
in the presence of:
Date of Execution by Seller:
,1997
c-.WITNESSES: DOUGLAS T. WILLIAMS
" ','.. !'~-',~ r,,
Name Printed or Typed
State of Florida
The foregoing instrument was acknowledged before me this ~cXX day of
acknowledging), who
p ......... y k~ 't~ ' ~ who has produced
~_ ~ ~ . ?o~ ' ~ ~ ~ (type of identification) as identification and who~
(did not)take an oath. ~ ~~ff~~'~"~
~ ~'r ......... W ~ Signatur~f~6ta~ P~ Sta~
~ >;~a~,~,-,,,t~..;~ Print, Type, or Stamp Name of
10
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 Anomey
spadspr.~
11
EXHIBIT "A"
Lots 5 & 6 and the North 26.25 feet of Lot 7, Block 19, Delray Beach,
formerly Town of Linton, Palm Beach County, Florida.
Tax ID Number or Folio Number
of Property: i 2-4346-16-01-019-0050
Grantee's Social Security Number or
Tax ID Number 596000308
EXHIBIT B
Prepared by. and
AFTER RECORDING RETLILNI TO:
Susan Rub3'. Esq.
City Atlorney
200 N.W. 1st Avenue
Delray Beach. Florida 33444
STATUTORY WARRANTY DEED
DOUGLAS T. WILLIAMS, ("Grantor") whose address is 118 N.W. 8th Avenue, Delrav Beach.
Florida. for and in consideration of the sum ofTEN 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. Ist Avenue. Delrav Beach, Florida. 33444 in fee simple title,
that certain land located in Palm Beach Count3.', Florida, being more particularly described in Exhibit A.
attached hereto and incorporated herein by reference, together with all improvements, if an5', 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 bv reference.
TO HAVE AND TO HOLD the Property, together with all and singular the fights 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 Warrant' Deed the Property was free from all encumbrances made by
it and that Grantor ~x411 warrant and defend the same against the lax~aCul 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
WITNESSES: DOUGLAS T. WILLIAMS
Name: Grantor
NalllC~
State of Florida
Count.x' of
The foregoing instrument was acknowledged before me this da.,,' of
1997 by (name of person
acknoxx'lcdging), who is personally known to me or who has produced
(type of identification) as identification and who did (did not)
takc an oath.
Signature of NoraD' Public - State
of Florida
Print, T3pe. or Stamp Name of
Notary Public
EXHIBIT A TO STATUTORY WARRANTY DEED
LAND
Lots 5 & 6 and the North 26.25 t:eet of Lot 7, Block 19, Delray Beach, formerly To;xx~ of
Linton. Palm Beach Count'. Florida
EXHIBIT B TO STATUTORY WARRANTY DEED
PERMITTED EXCEPTIONS
TO DEED
!. Taxes and assessments for the year of 1997 and subsequent years, which are not yet due and
payable.
EXHIBIT C
BILL OF SALE
AND
ASSIGNMENT
DOUGLAS T. WILLIAMS. [l]("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 the City of
Delrav Beach. [21CAssignee"), the receipt and sufficiency of which are hereby acknmvlcdged, 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, ali of Assignor's fight, title and interest, if any, in and to the following:
1. All of the fixtures, equipment, machineD,, furniture and other personal properts.' (the
"Personal Property") placed or installed on or about the real property (the "Real Propert)."') being more
particularly described in Exhibit A. attached hereto and incorporated herein by reference: and,
2. All intangible propert3' (the "Intangible Propert).'") pertaining to the Real Propert?' 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.
The Assignor for itself and its successors, covenant to and with the Assignee, its
successors and assigns, that it is the lavfful 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 propert?' 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
DOUGLAS T. WILLIAMS
WITNESSES:
Name:
Name:
EXHIBIT A
LAND
Lots 5 & 6 and the North 26.25 feet of Lot 7, Block 19, Delray Beach. formerly Town of
Linton, Palm Beach Count..', Florida
.. .. cc:Finance City Clerk
Environmental Services
Writor's Direct Line: (~7) 243-709~
DELRAY B[ACH
,~>~)~ DATE: May 7, 1997 ~ ~/~.
TO: David Harden, City Manager
FROM: Brian Shu~, Assistant City A~orney
SUBJECT: City's Purchase of Spady House from Douglas T. Williams
Attached please find copies of the closing documents for the Spady House which the City
purchased on May 1, 1997.
RgS:ci
Attachments
cc: Chris Brown, Director of the CRA
Lula Butler, Community Improvement
Sandy Roberts, Office Computer Spec
Nguyen Tran, Assistant Planner
SPADY.RBS
ROBERT W. FEDERSPIEL, P.A.
SPINNER, DITTMAN, FEDERSPIEL & DOWLING
501 E. Atlantic Avenue
Delray Beach, FL 33483
CLOSING STATEMENT
May 1, 1997
CITY OF DELRAY BEACH purchase from WILLIAMS
Lots 5 and 6 and the North 26.25 feet of Lot 7, Melvin
Burds Subdivision of the North half of Block 19, shown on
the Map of Town of Linton (now Delray Beach), according
to the map or plat thereof as recorded in Plat Book 11,
Page 73 of the Public Records of Palm Beach County,
Florida
Purchase price $72,000.00
Prorations:
Solid Waste Authority
5/1/97-9/30/97 43.32
Cash at closing 72,043.32
TOTALS $72,043.32 $72,043.32
Seller Closing Expenses: Buyer Closing Expenses:
Documentary stamps $504.00 Record Deed $ 6.60
1997 Tax Escrow 484.27 Abstract 210.00
Title Insurance 414.00
Courier to Courthouse 35.00
Municipal lien search 5.00
Total Seller Expenses $988.27 Total Buyer Expenses $670.60
SUM~AR~
Cash at closing $72,043.32 Cash at closing $72,043.32
-Seller's expenses - 988.27 +Buyer's expenses + 670.60
NET TO SELLER $71,055.05 NET FROM BUYER $72,713.92
APPROVED BY SELLER: APPROVED BY BUYER:
/~j~ay ~c~in~yor
BII.L OF SALE, ABSOLUTE
KNOWALL MEN BY THESE PRESENTS, that DOUGLAS T. WILLIAMS, a married man,
of the City of Delray Beach, in the County of Palm Beach, and State of Florida, party of the in'st part, for and
in consideration of the sum ofTEN AND NO/100 ($10.00) Dollars, lawful money of the United States, to him
paid by CITY OF DELRAY BEACH, a Florida municipal corporation, of 100 N.W. 1st Avenue, Delray
Beach, Florida, party of the second part, the receipt whereof is hereby acknowledged, has granted, bargained,
sold, transferred, and delivered, and by these presents does grant, bargain, sell, transfer and deliver unto the
said party of the second part, its administrators and assigns, the following goods and chattels:
Fixtures, equipment, machinery, furniture and other personal property placed or installed
on or about the real property located at 170 NW 5th Avenue, Delray Beach, Florida
TOHAVEAND TOHOLD the same unto the said party of the second part, its administrators and
assigns forever.
AND he does, for himself and his heirs, executors and administrators, covenant to and with the said
party of the second part, its administrators and assigns, that he is the lawful owner(s) of the said goods and
chattels; that they are free from all encumbrances; that he has good right to sell the same aforesaid, and that
he does warrant and defend the sale of the said property, goods and chattels hereby made, unto the said
party of the second part, its administrators and assigns against the lawful claims and demands of all persons
whomsoever.
IN WITNESS WHEREOF, I have hereunto set my hand(s) and seal(s) this / ff~day of May, one
thousand nine hundred and ninety-seven.
Signed, sealed and delivered in
presen : ~
DOUGLAS T.~LLIAMS
STATE OF FLORIDA
COUNTY OF PALM BEACH
The foregoing instrument was acknowledged before me this }J )~ day of M~, 1997, by
DOUGLAS T. WILLIAMS, a .. ~n~. ~'ed man, who is personally known to me, OR who has
produced V}~. ~ f, i' ~" [ )~-~5C as identification.
Print Name:
:. :~: ~~,~c~. · My commission expires:
',~,,~i~g~' Commission No.:
PREPARED BE AND RETURN TO=
Robert W. Federspiel, Esq.
Spinner, Dittman, Federspiel & Dowling
501 E. Atlantic Avenue
Delray Beach, FL 33483
Property Appraiser's Parcel
Identification No. = 12-43-46-17-50-000-0050
(Spa~e Above For Recording
WARRANTY DEED ~,~A~o,, ,ow - ,,=,o. ,,,.o2. ,.,.,
THIS INDENTURE, made this ] ~. day of May, 1997, BE~EN ~O~S T. WILLIES,
joine~ bF ~is wife, N~CX M. WI~I~S, whose post office address is set forth
below, grantor*, and CIT~ OF D~ B~, a Florida ~nicipal co--ration, whose
post office ad,ess is 100 N.W. 1st Avenue, Delray Beach, of the County of Palm
Beach, State of Florida, grantee*,
WITNESSETH that said grantor, for and in consideration of the s~ of Ten and
no/100 Dollars ($10.00), and other good and valuable considerations to said
grantor in hand paid by said grantee, the receipt whereof is hereby ac~owledged,
has granted, bargained and sold to the said grantee, and grantee's heirs and
assigns forever, the following described land, situate, lying and being in Palm
Beach County, Florida, to-wit=
Lots 5 and 6 and the North 26.25 feet of Lot 7, Melvin Burds
subdivision of the North half of Block 19, sho~ on the Map of To~
of Linton (now Delray Beach), according to the map or plat thereof
as recorded in Plat Book 11, Page 73 of the Public Records of Palm
Beach County, Florida
SUBJECT TO: Easements, reservations, and restrictions of record,
taxes for 1997 and subsequent years, all zoning ordinances and
regulations imposed by gover~ental authorities.
The subject property Is not the homestead property of the Grantor.
and said grantor does hereby fully warrant the title to said land, and will
defend the s~e against the lawful claims of all persons whomsoever.
*-Gran~or- and .grantee" are used for singular or plural, a~ contex~
IN WZ~SS ~E~OF, grantor has hereunto set grantor's hand and seal the day and
year first above written.
sig~ delivered in our presence:
Grantors' Addresst
118 ~ 8th Avenue
Delray Beach, FL 33444
STATE OF FLORIDA
CO~T~ OF P~ B~CH
THE FORGOING INSTR~NT was acknowledged before me this }~ day of May,
1997, by DOUG~ T. WI~I~, j~ned by his wife, N~CY M. WI~I~, who are
peFsonally, known to me, or Vwho have respectively produced
~/{~ ~n~ as identification. -
Priht n~e:
~ a~ 31, ~ Notary Public
~{~]~~m~.~ co,lesion No.:
My co,lesion expires:
ATTORNEY'S CLOSING LETTER
DATE: May 1, 1997
SELLER: DOUGLAS T. WILLIAMS
BUYER: CITY OF DELRAY BEACH
PROPERTY: 170 NW 5th Avenue, Delray Beach, FL
We, the undersigned Seller and Buyer, hereby acknowledge that
the lawfirm of SPINNER, DITTMAN, FEDERSPIEL & DOW-LING, and
ROBERT W. FEDERSPIEL, represent only the Buyer in the above-
referenced transaction.
SELLER: BUYER:
CITY OF DELRAY/BEACH
/
STATE OF FLORIDA
COUNTY OF PALM BEACH
BUYER: CITY OF DELRAY BEACH, a Florida municipal
corporation
SELLER: DOUGLAS T. WILLIAMS, a married man
PROPERTY ADDRESS: 170 NW 5th Avenue, Delray Beach, Florida
COMPLIANCE AGREEMENT
The undersigned parties agree, if requested by Closing Agent,
to fully cooperate and adjust for clerical errors, any or all
closing documentation if deemed necessary or desirable in the
reasonable discretion of the Closing Agent.
The undersigned do hereby so agree and covenant in order to
assure that this documentation executed this date will conform and
be acceptable in the market place in the instance of transfer, sale
or conveyance.
DATED effective this I~T day of May, 1997.
DouGLAs T%~4ILLIAMS
THE FO~ING INSTR~NT ~s ac~owledged before me this '
day of May, 1997, by DOUGHS T.~ILLI~S, a married m~n, ~ who
is. personally kno~ to me, or ~ who has produced ~;~,~f;o~
~;~/~ ~;.~,<,(. as identification.
~ ~ a ~ P~int n~e: ~' ~
~;~i~-i~ M~ 31, ~ Nota~ Public
"~(~E~~m.~. Co~ission No.:
My co~ission expires:
The foregoing instrument was acknowledged before me this
day of~, 1997, by ~J~ ~/~e~,~ as /TQ~uo~ of
the CITY OF DELRAY BEACH,~a Florida mUnicipal corporatTo~, who
is personally known to me, or who has produce~
a~ identification.
Notary Public
[SEAL] Commission No.:
My commission expires:
BOLD ~ARML~SS AND INDEMNIFICATION CERTIFICATE
Deficit Reduction Act of 1984 - (U.S. Public
Law 98-369; 26 USCA 1445)
Withholding Tax on Disposition of U.S. Real
Property by Aliens
DOUGLAS T. WILLIAMS, a married man (TRANSFEROR), and CITY OF DELRAY
BEACH, a Florida municipal corporation, (TRANSFEREE), certify as
follows:
A. That TRANSFEROR is transferring and TRANSFEREE is acquiring an
interest in and to a certain parcel of land described as
follows:
Lots 5 and 6 and the North 26.25 feet of Lot 7, Melvin Burds
Subdivision of the North half of Block 19, shown on the Map of
Town of Linton (now Delray Beach), according to the map or
plat thereof as recorded in Plat Book 11, Page 73 of the
Public Records of Palm Beach County, Florida
B. TRANSFEROR and TRANSFEREE acknowledge that:
1. They are aware of the provisions of the Deficit Reduction
Act of 1984, and the I.R.S. Regulations implementing said
Act, referring to the withholding tax on the disposition
of United States real property interests by foreign
persons and foreign corporations.
2. TRANSFEROR is either exempt from said Act or this
transaction is not subject to the provisions of the Act
for one of the following reasons:
(a) Transferor is not a foreign person or corporation
and furnishes herewith his (its) U.S. Taxpayer
Id~tif$catio~n Number to the Transferee:
(b) Transferor is a nonpubllcly traded domestic
corporation, which is not a "U.S. real property
holding corporation."
(c) Transferee acknowledges receipt of a qualifying
statement issued by the Secretary of the Treasury
stating that no withholding is due on this
transaction.
(d) Transferee has acquired the subject property for
use as a residence, with definite plans to reside
therein for at least one-half of the time it is in
use during the next two (2) years, and the amount
realized for the property does not exceed
$300,000.00.
C. TRANSFEROR and TRANSFEREE ~give this Certificate for the
purpose of inducing Attorneys' Title Insurance Fund, Inc.
(COMPANY) to close the transaction between TRANSFEROR and
TRANSFEREE without requiring the TRANSFEREE to withhold 10% of
the sales proceeds in accordance with the Act, and IN
CONSIDERATION THEREOF, the TRANSFEROR and TRANSFEREE covenant
and agree as follows:
1. That they will not hold COMPANY and/or AGENT liable for
any loss or damage that TRANSFEROR or TRANSFEREE shall
sustain arising from the failure of the TRANSFEREE to
withhold 10% of the sale proceeds in accordance with the
Act.
2. That they will hold harmless and indemnify the COMPANY
and/or AGENT for any loss or damage arising from the
failure of the TRANSFEREE to withhold 10% of the sale
proceeds in accordance with the provisions of the Act.
IN WITNESS WHEREOF, T.~ANSFEROR and TRANSFEREE have executed
this Certificate this _~/~day of May, 1997.
WITNESS TRANSFEROR
/ DOUGLAS T ~ILLIAMS
AFFIDAVIT
STATE OF FLORIDA
COUNTY OF PALM BEACH
The undersigned, being first duly sworn, deposes and says that.'
I am a citizen of the United States, of legal age and have never been known
by any other name than that set out below;
My taxpayer identification number is: '~ ~-' "¥ '~ - -~ ~ ~ ~
I am not a foreign person.
I have continuously owned the property described as follows:
Lots 5 and 6 and the North 26.25 feet of Lot 7, Melvin Burds
Subdivision of the North half of Block 19, shown on the Map of Town
of Linton (now Delray Beach), according to the map or plat thereof
as recorded in Plat Book 11, Page 73 of the Public Records of Palm
Beach County, Florida
and now being sold by me since February 21, 1986, and my enjoyment thereof has
been peaceable and undisturbed and the title to said property has never been
disputed or questioned to my knowledge, nor do I know of any acts by reason of
which the title to, or possession of said property might be disputed or
questioned, or by reason of which any claim to any of said property might be
asserted adversely to me;
No proceedings in bankruptcy have ever been instituted by or against me and
I have never made an assignment for the benefit of creditors;
I know of no action or proceeding relating to said property which is now
pending in any state or Federal Court in the United states nor do I know of any
State or Federal Judgment or any Federal Lien of any kind or nature whatever
which now constitutes a lien or charge upon the above described real property;
There are no tenancies, leases, or other occupancies;
There are no unpaid bills or claims for labor or services performed or
material furnished or delivered during t~e last twelve months for alterations,
repair work or new construction on the above described property, except:
The building was completed more than =~ years ago;
There are no chattel mortgages, conditional sale contracts, security
agreements, financing statements, retention of title agreements, or personal
property leases affecting any materials, fixtures, appliances, furnishings, or
equipment placed upon or installed in or upon the said real property or the
improvements thereon, and all plumbing, heating, lighting, refrigerating, and
other equipment is fully paid for, including all bills for the repair thereof,
except as follows~
I have no knowledge of any facts which would indicate that the property is
or may have been utilized as a toxic waste dump or any other use which may give
rise to an environmental protection lien.
I know of no contract for the making of repairs or improvements on said
premises except as follows:
I have not been divorced.
Your Affiant knows of no matters pending that could give rise to a lien
which would attach to the subject real property between the disbursing of the
funds arising out of the subject closing and the recording of the interest to be
insured by Attorneys' Title Insurance Fund, Inc. and that the Affiant has not
executed and will not execute any instrument that would adversely affect the
title or interest to be insured as a result of this transaction.
This Affidavit is given to induce Attorneys' Title Insurance Fund, Inc. to
issue its title insurance policy or policies.
DOUGLAS T. ~A~S
THE FOREGOING INSTRUMENT was acknowledged before me this } S~ day of May,
1997, .by DOUGLAS T. WILLIAMSL a married, man, who is personally known to me,
or W who has produced f:k~rLrD. ~lv~r'~ ~tT-~rf~.L_ as
identification.
~... ~.... ~ L. ~m~,z ,
M~ ~,~0 Notary Public
My co~ission expires:
AMENDMENT TO AGREEMENT FOR PURCHASE
AND SALE DATED MARCH 13. 1997
This Amendment to the Agreement fo2- Purchase and Sale dated March 13,
1997, is made and entered into as of the //'v-o day of ,/%?/f"v7 , 1997 by
and between Douglas T. Williams (Seller), and the City'of Delr'fiy Beach, Florida, a
municipal corporation (hereinafter referred to as the "Purchaser").
WHEREAS, the Parties entered into an Agreement for the purchase and sale of
the S.D. Spady House; and,
WHEREAS, during the ensuing title search it was discovered that the legal
description listed in the Agreement for Purchase and Sale was incorrect; and,
WHEREAS, the Parties have mutually agreed to amend the Agreement for
Purchase and Sale to reflect the correct legal description.
WITNESSETH:
1. The above "Whereas" clauses are incorporated into this Amendment to
the Agreement for Purchase and Sale dated March 13, 1997.
2. As a result of a title search performed on the property located at 170
N.W. 5th Avenue, Delray Beach, Florida. the legal description located in Exhibit 'A"
should be changed as follows:
Lots 5 and 6 and the North 26.25 feet of Lot 7, Melvin Burds
Subdivision of the North half of Block 19, shown on the Map of Town
of Linton (now Delray Beach), according to the map or plat thereof as
recorded in Plat Book 1 I, Page 73 of the Public Records of Palm Beach
County, Florida
3. All other provisions of the original Agreement dated March 13, 1997,
not in conflict with this Amendment shall remain in full force and effect.
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:
WITNESSES: ,,' DOUGLAS T. WILLIAMS
Name Printed or Typed
Name Printed or ffyped
State of Florida
Coun. of
The foregoing instrument was acknowledged ~t~re me this tS& day of
~t~ , 1997 by ~,t~[&c ~. t&;Jlt,~q (name of
U
person acknowledging), ,,,~ ; ........ '"' ' ....
....... .e~,o~,,,,,s ~,,~w,, to ~ue or who has produced
~]~&~. aclt;e_/w ]/et~ (type of identifi=tion) as identification and
who did (did not) rake an oath.
Signature of Nomrf Publ~h State
of Florida
· ;~;~,* ~~~ Print, Type, or Stump Name of
Notary Public
CITY OF DELRAY BEACH, FLORIDA,
a Florida municipal corporati?
Title: y~a¥or ./
A~EST:
City Clerk 2 - ~-
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY:
b~,~.Ci ty Attorney
spadypr I .ag!
MEMORANDUM
TO: MAYOR AND CITY COMMISSIONERS
FROM: CITY MANAGER,S//
SUBJECT: AGENDA ITEM # ' REGULAR MEETING OF MARCH 4, 1997
RESOLUTION NO. 18-97 (SPA/DY HOUSE ACQUISITION)
DATE: FEBRUARY 27, 1997
On February 18, 1997, the City Commission adopted Resolution No.
16-97 which declared the City's intent to purchase the S.D. Spady
House located at 170 N.W. 5th Avenue for use as a multi-cultural
educational museum. This declaration of intent was contingent
upon the City providing proper notification pursuant to its
ordinances and proceeding with the approval of a contract for sale
and purchase of the property.
Attached is a memorandum from the City Attorney which outlines the
essential terms of the purchase to be accepted through the
adoption of Resolution No. 18-97. The required notice has also
been provided. The house contains 1,811 square feet. It was
appraised on October 30, 1996, for $63,000.
Recommend approval of Resolution No. 18-97 authorizing the
acquisition of the Solomon David Spady House and accepting the
agreement for purchase and sale between the City and Douglas T.
Williams, as Seller.
ref:agmemo4
[ITY I]F [IELAAY BEI:I[H
CITY ATTORNEY S OFFICE
~ 2i<~ N,,v 1st :;,L~ ..;r: · DEI.RAY BEACtt, FLORIDA 33444
t ', 525~, i t L' I i'. :, 2 :i~-,: ? 55 Writer's Direct Line: (407) 243-7091
DELRAY BEACH
Ali.America City MEMORANDUM
l~t~J~....! DATE: February 24, 1997
~ 993 TO: City Commission
FROM: Brian Shutt, Assistant City Attorney
SUBJECT: Contract for Sale and Purchase of the Spady House
The Spady House is an architecturally and historically significant house. The purchase of
the property will insure that its significance is not lost. The house will be restored and will
function as a multi-cultural educational museum.
The essential terms of the purchase are as follows:
1. The City shall purchase the property for $72,000,00.
2. The closing date is scheduled for May 5, 1997.
3. The City is to pay for the title insurance and recording of the deed.
4. The Seller shall pay all documentary stamps and cost of any cure to the title and
satisfaction of any existing mortgage.
Please call me if you have any questions regarding the Contract for Sale and Purchase of the
Spady House.
By copy of this memorandum to David Harden, City Manager, our office requests that this
resolution incorporating that this contract for Sale and Purchase be placed on the regular
agenda for March 4,, 1997.
Attachments
cc: David Harden, City Manager
Alison MacGregor Harty, City Clerk
Douglas T. Williams
spady4.1tr
Prmh'~d <,c R~cycfod Paper
#OTtCE rs HEREBY GIVEN, ~at
Cily gf De]r~¥ ~,~ch, Fluids, h~l$
~ T~ ~ Li~, PsIm ~ch Cou~
~ ~ purc~ ~ce ~ ~,~,
F~ ~izi~o f~ purch~
~ a~ ~ ~ ~ ~ c~d~
B~a Raton News
Ad ~42~
NOTICE IS HEREBY GIVEN, that the
City of Delray Beach, Florida, has da-
termi~e~J it to be in the best interes! of
tt~e Citt to !~'chase cetlair* rea~
erty locate~ at I/0 NW. Sth Avenue,
Delray Beach, Florida, ~ municipal
purlxr'aes, more porliculaHy dascridaa
as fouows:
Lots 5 & 6 and rne North 26.25 feet of
Lot 7, Bk~ck. ~9, Oelray ~each, k~mer-
ty Town Of Lint~, Palm Beach Co~rk
ty, FJoeida.
Subiact t'e easements, resWictions, lim-
itations, an~ Other matters Of record
for the purchase price Of $72~,00,
and other ~ and valuable consider.
ation A Resolufio~ Of rite City Com.
mission Of the Cify of DeJray Beach,
Florida aothc~'izing t~e purchase Of
protx~'h' and on 1he terms ar,6 condi-
tions set forltl above, will be consid.
e'e~ for aOo~tior~ hy ~ Cih' Commis-
sion at a regular meeting to be hale at
6:g~ p.m. ~,1 Tuetda¥, March 4,1997.
~ffY M DF,~RAY BlAiN, FLO&
IA
Publish: February 21 &
28, 1997
Boca Raton News
Ad #394253
NOTICE OF INTENT TO ACQUIRE REAL PROPERTY
NOTICE IS HEREBY GIVEN, that the City of Delray Beach, Florida, has determined it
to be in the best interest of the City to purchase certain real property located at 170 N.W. 5th.
Avenue, Delray Beach, Florida, for municipal purposes, more particularly described as follows:
Lots 5 & 6 and the North 26.25 feet of Lot 7, Block 19, Delray
Beach, formerly Town of Linton, Palm Beach County, Florida
Subject to easements, restrictions, limitations, and other matters of record for the
purchase price of $72,000.00, and other good and valuable consideration. A Resolution of the
City Commission of the City of Delray Beach, Florida authorizing the purchase of property and on
the terms and conditions set forth above, will be considered for adoption by the City Commission
at a regular meeting to be held at 6:00 p.m. on Tuesday, March 4, 1997.
CITY OF DELRAY BEACH, FLORIDA
Alison MacGregor Harty
City Clerk
PUBLISH: The News
February 21, 1997
February 28, 1997
acquire.rbs