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Res 11-95 RESOLUTION NO. 11-95 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DELRAY BEACH,: FLORIDA, AUTHORIZING THE CITY TO PURCHASE FROM SELLER CERTAIN REAL PROPERTY IN PALM BEACH COUNTY, FLORIDA, AS 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 20! North Swinton Avenue, known as the Montery House property; and, WHEREAS, the Seller, the Delray Beach Community Redevelopment Agency, 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 office and meeting space for Historic Palm Beach County, Inc. and other~ municipal purposes. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF. DELRAY BEACH, FLORIDA, AS FOLLOWS: Section 1. That the City Commission of the City of Delray Beach, Florida, as Buyer, herebyI agrees to purchase from the Delray Beach Community Redevelopment Agency, as Seller, land for the purchase i price of two hundred sixty thousand dollars ($260,000.00), and other good and valuable consideration; said parcel being more particularly described as follows: Lot 12, Less the South 4 feet thereof, Block 60, Town of Delray, Florida, as recorded in Plat Book 1, Page 3 of the Public Records of Palm Beach County, Florida. ~. That the terms and conditions in the contract for sale and purchase and addenda thereto between the City of Delray Beach, Florida, and the Delray Beach Community Redevelopment Agency are attached hereto as Composite Exhibit 1 and incorporated herein. PASSED AND ADOPTED in regular session on the 18 ' , 1995. ATTEST: City Clerk [IT¥ I)F I)ELRR¥ BER£H CITY ATTORNEY'S OFFICE FACSIMILE 407/278-4755 Writer's Direct Line: (407) 243-7091 DELRAY BEACH Ali. Ama'ica City MEMORANDUM DATE: April 12, 1995 1993 TO: City Commission FROM: Susan A. Ruby, City Attorney SUBJECT: Monterey House - Contract and Purchase for Sale with the CRA; Amendment to Interlocal Agreement with CRA; and Lease Agreement with the Historic Palm Beach County. Inc. Contract for Sale and Purchase The final contract terms for the Sale and Purchase of the Monterey property is before you for your approval. The contract for sale and purchase, as you are aware, requires payment of two hundred sixty thousand dollars ($260,000.00) by the City in the form of forgiveness of certain payments related to the CRA Tennis Center debt in the above- stated amount, which is as set forth in the Amendment to the Interlocal Agreement with the CRA (discussed below). '/0~~ The contract calls for additional payment of thirteen thousand five hundred dollars ($13,500.00) for landscaping improvements. q~ The contact calls for the City to acquire nine parking spaces as part of the first closing on June 1, 1995. The contract provides for the purchase of twelve (12) additional spaces for seventy-two thousand dollars ($72,000.00) to be purchased at a separate closing to be held no later than October 1, 1995. Amendment to Interlocal A~eement The CRA executed an Interlocal Agreement on September 27, 1994. The Interlocal Agreement was approved by the City on February 7, 1995. That agreement is being superseded by this Amendment to the Interlocal Agreement. The only significant change is that payment terms are clarified in the Amended Interlocal Agreement to show the forgiveness of a portion of the debt owed to the City in Printed on Recycled Paper City Commission April 12, 1995 Page 2 the amount of two hundred sixty thousand dollars ($260,000.00), owed by the CRA to the City for Tennis Center improvements. A payment of twelve thousand four hundred eighty six dollars and ninety-six cents ($12,486.96) is due on December 1, 1999 and twenty-four thousand seven hundred sixty-eight dollars and thirty-eight cents ($24,768.38) is due semi-annually thereafter pursuant to the schedule set forth in Attachment A to the Amended Interlocal Agreement. Lease A~eement The Lease Agreement with Historic Palm Beach County, Inc. is also included for your approval. The lease of the Monterey House property and nine (9) parking spaces is for a twenty (20) year term with rent of one dollar per year. It requires the payment of $230.00 per month to establish a repair and replacement fund. The Lease requires the payment of $295.00 per month, as may be modified from time to time, for the maintenance of common areas. In addition, the Lease requires a landscaping reimbursement payment to the City in the amount of $13,500.00 to be paid with an initial $3,500.00 payment upon execution of the lease and $2,000.00 per year for a five year period. The Lessee is to pay all utilities and taxes that may be imposed on the property. The day to day maintenance is the Lessees responsibility. The CRA has the non-exclusive right to use the second floor room for ten years or less if the CRA no longer is the owner of the bungalow. The Lessee may not assign the Lease without the written consent of the City. The City, in its sole discretion may withhold approval to assign or sublease the property. The Lease also requires an amendment to the Lease in the event the Lessee desires to occupy the second floor, to accommodate costs of an elevator or the waiver of the elevator requirement. The City, as owner, will use its best efforts to obtain a waiver. This lease if approved, should be approved subject to closing on the property with the CRA. Historic Palm Beach County, Inc., at its meeting of August 12, 1995, approved ect to the City obtaining a Certificate of Occupancy for the property. cc: David Harden, City Manager Chris Brown, Director, Community Redevelopment Agency Robert Federspiel, Esq. Frances Bourque John Johnson composite Exhibit 1 to Res. Il-95 ~OI~'RAC'YPOR~AI.,RANDPURCH~E PARTIESs DBLRA¥ BEACH COMMUNITY REDEVELOPMENT AGENCY,("Seller"), of 207 East Atlantic Avenue, Delra¥ Beach, Florida 33444, (Phones 276-8640), and CITY OF DELRAY BEACH, ("~uyer"), of 100 N.W. First Avenue, Delray Beach, Florida 33444, (Phone~ 243-7090), hereby agree that the Seller shall sell and Buyer shell buy the following real property ("Real Property") and personal property ("Personalty") (collectively "PropertY") upon the following terms and conditions which INCLUDE the Standards for Real Estate Transactions attached ("Standard(s)") and any addendum to this instrument. DESCRIPTIONs (a)Legal description of Real Property located in Palm Beach County, Florida: Lot 12, less the South 4 feet thereof, Block 60, TOWN OF DELRA¥, Florida, aa recorded in Plat Book 1, Page 3 of the Public Records of Palm Beach County, Florida. (b) Street a~dress, city, zip, of the Property is~ 20 North Swinton Avenue, Delray Beach, Florida 33444 (c) Personalty~ (a} For the Monterey House and 9 Parking Spaces Described in Special Clauses XIV, Subsection F $2601000.00 (b) Additional payment for landscaping improvements per Special Clauses XIV, Subsection D $ 13,500.00 (c) Additional payment for work to be performed on the Monterey per Special Clauses XIV, Subsection K $ ll925.00 {d) Additional 12 parking spaces at $6,000.00 per space pursuant to Special Clauses XIV, Sub- section F (2) $ 721000.00 PAXM~NT: (a) $72,000.00 payment for 12 parking spaces upon separate closing of the conveyance of such condominium parking unit spaces to Buyer $ 72,000.00 (b) Modification of Seller's obligation to the Buyer in the manner described in Special Clauses XIV, Subsection C $260,000.00 (c} Additional payment for work to be performed on the Monterey per Special Clauses XIV, Subsection K $ 1~925.00 (d) Balance to close on the Monterey House (U.S. cash, LOCALLY DRAWN certified or cashier's check), subject to adjustments and prorations $ 13,500.00 III. TIM~ FOR A(X~PTANC~; ZFF~CTIVE DATE; FA~IMIL~ If this offer is not executed by and delivered to all parties OR FACT OF EXECUTION communicated in writing between the parties on or before , the deposit(s) will, at Buyer's option, be returned to Buyer and this offer withdrawn. A facsimile copy of this Contract for Sale and Purchase ("Contract") and any signatures hereon shall be considered for all purposes as originals. The date of Contract ("Effective Date") will be the date when the last one of the Buyer and the Seller has signed this offer. IV. TITL~"F~D~N~s At least seven (7) days before closing date, Seller shall, at Seller's expense, deliver to Buyer or Buyer's attorney, in accordance with Standard A, (CHECK (1) o2 (2))~ (1)~abatract of title or (2)mtitle insurance commitment and, after closing, owner's policy of title insurance. V. ~O~IJ~DAT~ This transaction for the sale of the "Monterey Mouse" shall be closed and the deed and other closing papers delivered on June 1, 1995 , unless extended by other provisions of Contract and the closing on the sale of the 12 additional condominium unit parking spaces as well as the conveyance of legal title to the original 9 parking spaces appurtenant to the "Monterey House" shall be no later than October 1, 1995 or at such earlier time as the Seller shall have recorded the Declaration of Condominium creating such parking space unit and providing Buyer with 10 days' advance notice of such closing date. VI. ItP~RXCTX(H~S! L%~M~I~ LIMIT&TION$$ Buyer shall tske title subject tot Boning, restrictions, prohibitions and other requirements imposed by governmental authority; restrictions and matters appearing on the plat or otherwise common to the subdivision; public utility easements of record (easements are to be located contiguous to Real Property lines and not more than 10 feet in width aa to the rear or front lines and 7t feet in width as to the side lines, unless otherwise stated herein); taxes for year of closing and subsequent years; assumed mortgages and purchase money mortgagee, if any~ other those of record~ provided that there exists at closing no violation of the foregoing and none of them prevents use of Real Property for OSHAD sorting purpose(a). VII. OCCUPAMC~t Seller warrants there are no parties in occupancy other than Seller; but if Property is intended to be rented or occupied beyond closing, the fact and terms thereof shall be stated herein, and the tenant(s) or occupants disclosed pursuant to Standard F. Seller agrees to delivery occupancy of Property at time of closing unless otherwise stated herein. If occupancy is to be delivered before closing, Buyer assumes all risk of loeb to Property from date of occupancy, aha11 be responsible and liable for maintenance from that date, and shall be deemed to have accepted Property in their existing condition as of time of taking occupancy unless otherwise stated herein or in a separate writing. VIIX. T~PEWRI~A'~ OR HAND~tITTEN PI~OVXSXONSc Typewritten or handwritten provisions shall control all printed provisions of Contract in conflict with them. IX. RIDERSz (CHECK if any of the following Riders are applicable an__~d are attached to this Contract}= a)DCoastal Construction Control Line Rider b)DCondominium Rider c)DForeign Investment in Real Property Tax Act Rider d)~Insulation Rider e)~FHA/VA Rider f)~]Other~ X. A~SXGNABXLXT~ (CHECK (1) OR (2))~ Buyer (1)~3may assign or (2)emay not assign Contract. XI. SI~CIALCLAUSES~ (CHECK (1} OR (2})~ Addendum (1)eib attached OR (2)~ls not applicable. XII. TIM~ XS OF TH~ ESSF, NCE OF THIS CONTRACT. XIIX. DISCLOSORES: Buyer Dacknowledges or ~does not acknowledge receipt of the agency/radon/compensation and estimated closing costs disclosures. BUY~,R'S INITIALS Buyer Date Seller Date Social Security Social Security or Tax ID No. or Tax ID No. Buyer Date Seller Date Social Security Social Security or Tax ID No. or Tax ID NO. SELLER~ DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY BUYER~ CITY OF DELRAY BEACH PROPERTY ADDRESS~ 20 North Swinton Avenue, Del=ay Beach, FL XIV. SPECIAL CLAUSES (Continued}~ A. RADON GAS~ Radon gas 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 and radon testing may be obtained from your county public health unit. Paragraph N of the Standards for Real Estate Transactions attached to this contract is hereby deemed to include an inspection for radon gas. B. FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT ('FIRPTA')~ Except as otherwise provided herein, Buyer,' pursuant to Section 1445 of the Internal Revenue Code of 1985, as amended ('Section 1445") and the regulations promulgated thereunder ("Regulations'), abel1 be required to withhold such amount as is necessary to co~ly with the Regulations and shall timely remit to the Internal Revenue Service the amount ac withheld along with properly completed remittance fo=ma. If, however, on or before closing, Seller provides Buyer with (1) an Affidavit of Non-Foreign Status regarding Seller, (2) a Notice of Non-Recognition Treatment, or (3) a withholding Certificate establishing that no, or a reduced, amount of federal income tax is required to be withheld under Section 1445 (collectively 'Withholding Document") in proper form as required by the Regulations, and Buyer has no knowledge or notice that the Withholding Document furnished by seller is false, as determined in accordance with the Regulations, then Buyer shall not be required to withhold any portion of the amount payable to Seller or shall be allowed to withhold such lease= amount as ia required by the applicable Withholding Document, aa the case may be, and shall submit the amount ac withheld to the Internal Revenue Service along with properly completed remittance forms. In addition, if Seller, prior to closing, satisfies those Requlations which concern the filing of an application for a Withholding Document with the Internal Revenue Service and gives notice of such pursuant to the Regulations to Buyer and said application is still pending aa of the date of closing, then Buyer shall cooperate with Seller's reasonable request to escrow any amount withheld at closing pursuant to the Regulations, at Seller's expense, until a final determination ia mede regarding said application at which time said amount shall be disbursed in accordance with said final determination. In the event insufficient cash ia paid by Buyer at closing to fund the Buyer's withholding obligation, Seller shall deliver to Buyer at closing the amount of additional cash necessary to satisfy the withholding obligation. In the event Buyer determines after the closing that the Withholding Document provided by Seller to Buyer relieving Buyer entirely of Buyer's duty to withhold or reducing the amount required to be withheld by Buyer was false, Buyer shall have the authority to withhold from any additional amounts due to Seller in accordance with the Requlationa, all or such portion of said additional amount due to Seller aa Buyer deems necessary to comply with Section 1445 and to remit the amount so withheld and report such information aa required under the Regulations to the Internal Revenue Service. C. Purchase price shall be payable by the parties executing at closing a modification to that certain Agreement heretofore entered into them with regard to the payment of sums by the CRA to the City for the retirement of the Tennis Center debt, a copy of which Agreement is attached hereto as Exhibit 'A,# such modification to reflect the forgiveness of payments owed to the City by the CRA in the amount of $260,000.00 with such payments to apply and abate against the first payments due under auch Agreement until the entire purchase price has been satisfied. D. This Contract ia contingent upon the City paying to the CRA at closing an additional cash sum of $13,500.00 for reimbursement of the landscaping expenses incurred by the CRA on the project. E. The CRA ia delivering the aub~ect property and house known as the 'Monterey" to the City in its "as is" condition. The specification attached as Exhibit"B" establishes the level of construction and completeness thereof for delivery to the City. The City shall have a Period of fifteen (15) days from the date of this Contract to inspect the premises and in the event the condition of the premises is not acceptable to the City, the City may cancel this Contract by delivering written notice of such cancellation to the CRA within said time. The CRA does not warrant in any manner the etructure or improvements, however, will assign without recourse any and ell warranties the C~A may have obtained from materialmen and suppliers throughout the construction process. F. (1) Parking Space Unit Condominium - As an appurtenance to the purchase of the Monterey House, the City shall be entitled initially to the exclusive use of 9 parking spaces on the CRA's abutting parking lot to the West pursuant to the terms of that certain Off-Site Parking Agreement attached hereto as Exhibit "C." During such use the City shall be responsible to pay to the C~A its propurtionate share of the maintenance and repairs of such parking lot. It is the CRA's intent to create and submit the above-described parking lot, as well as other lands to condominium form of ownership creating parking space condominium units out of each space within said lands. At such time as the CRA shall have recorded a Declaration of Condominium, submitting such lands to condominium form of ownership, the City shall consent to the termination of the above-referred to Off-Site Parking Agreement and the City shall be entitled to a conveyance of fee single title to the above-described nine (9) parking spaces as reasonably depicted in Exhibit "C" subject to the terms, conditions and obligations created by the D~claration of Condc~inium with respect thereto. The purpose of the condominium association shall be for the maintenance, repair and operation of the subject parking lot and the terms and conditions of the said Declaration of Condominium shall be subject to the mutual approval of the City and the CRA. (2) Purchase of Additional Twelve (12) Parking Space Condominium Unit - Upon the recordSng of the above-described Declaration of Condominium, the City shall purchase from the CRA those certain twelve (12) additional parking space units depicted in Exhibit "D" attached hereto for the additional purchase price of $72,000.00 subject to the'above-described terms of the Declaration of Condominium. O. Notwithstanding any provision of this Contract to the contrary, the parties hereby agree that the closing costs will be split 50/50 and paid by the Buyer and the Seller, with the exception of the Buyer's and Seller's attorneys' fees. H. Second Floor Room - The Buyer agrees that for the shorter period of ten (10) years or the time during which the Seller shall own and occupy the "Bungalow" located at 24 North Swinton Avenue, adjacent to the subject property, the Seller shall be entitled to the non-exclusive common use of the second floor room and facilities located at the "Monterey" house as set forth in the Drawing attached as Exhibit 'E" at no cost to the Seller. I. Property Owner's Association and Additional Easements - The subject property shall be conveyed to the City subject to the Declaration of Covenants and Restrictions for Delray Beach Historic Homes and Property Owners Association documents attached hereto aa Exhibit "F.' The purpose of such Declaration of Covenants and Restrictions and Property Owners Association shall be for the common use and maintenance of the common area and grounds surrounding both the Monterey House being sold and the CRA's adjoining bungalow as described in such documents. J. Title shall be conveyed to the Buyer subject to the obligations with regard to the maintenance of the subject property as set forth in that certain Letter of Agreement between the State of Florida, Department of State, Division of Historic Resources, and the Seller, a copy of which is attached hereto as Exhibit K. The Buyer agrees to pay to the Seller at closing an additional sum of $1,925.00 representing the owner's matching portion of work to be performed on the "Monterey' pursuant to that certain State of Florida Historic Preservation Grant awarded to the Community Redevelopment Agency, a copy of which is attached hereto as Exhibit L. Ail terms and conditions of this Contract shall be deemed to have survived the closing of this transaction. Seller's Initials~ Buyer's Initiale~ A. ~D~OF~X~L~: (1)An abstract o~ title prepared or brought current by a reputable and existing abstract firm (if not ~o ~al Pr~r~y =~r~ ~n ~he p~lic r~ords of t~e coun=y ~erel~ Real Proper~y Is l~at~, ~hrough Effective ~te and which shall co~ence w~th the earlies~ public records, or such later ~e as may ~ cust~a~ l~ the county. U~n closing of th~s transaction the ~stract shall ~ the pro~rty of Buyer~ subJ~t to the righ~ of re~ention ~hereof by first ~or~gagee until fully paid. (2) ~ ~le ~nsura~ce c~tmen~ issued by a ~lori~ licensed tit~e insurer agr~g ~o ~ssue to Buyer, upon to ~eal Pro~r=y~ sub~t only ~o ILens~ e~c~ra~ces~ exceptions or ~ual~fica~o~ se~ forth ~ ~his Co~trac~ and those which s~11 ~ ~harg~ ~ Selle~ a= or before closing. Seller shall convey a ~rketable t~le sub~ only to l~ens, e~c~rancls, ~t~ons or ~Lf~o~ ~ forth in ~n~ract. ~ket~l/ ~tle s~ll ~ dete~n~ icco=~g ~o applicable T~tll Standa=ds a~t~ ~ authority of The Florida Bar and In accor~nce w~th ~aw. Buyer shall have 30 days, ~f ~s~ract, or 5 ~ys, ~f nottfy~ller l~ wrttin9 ~lfylng~f~t(s). If tbe~f~t(s) ~n~= title u~rketable, Seller will have 120 days fr~ receipt of ~o~ice within which ~o r~ove the def~t(s}, faille9 which Buyer shall bare the option of e~ther accepti~g the title then Is orating a~f~d of~slt(s) paid which shall ~lately~ returned to'Buyer~ tbereu~n Buyer and Seller shall release o~e a~otber of all further obligations under t~e Contract. Seller will, If title Is found u~rketable, use B. ~~~ ~~~: A purchase money ~ortgage a~d ~ortgage ~ote to Seller shall provide for a 30 day 9race peri~ In the event of default If a first mortgage and a 15 day grace ~riod ~f second or lesser shall provi~ for right of print l~ whole or I, part without ~nalty; shall ~ot ~lt acceleration or interest adjustment i, event of resale of Real Pro~rty7 shall require all prior lien and enc~rances to ~ kept l~ g~ standing and forbid mo~fications of or future advances u~der prior mortgage (s); and t~e mortgage, note and security ag=~ent shall ~ othe~lse l~ fo~ and ~ntent r~r~ ~ ~ller~ but Seller may only require clauses cust~arily found in ~ortgages, mortgage notes, and s~ity agr~nts g~rally utlllz~ ~ saving and loan institutions, or state or national hanks l~t~ In the county ~1 Pr~r~ is l~t~. ~1 ~r~lty and l~s ~ing conv~ed or assign~ will, at Seller's optlo., ~ subject to the lien of a s~urity a9re~ent evldenc~ by r~ord~ fina~cin9 stat~ents. If a ~ll~n ~ortqaqe, the final pa~e~t will ~ceed the Property su=v~ed and =ertif~ ~ a. =~iste=~ Flocida su=v~or. If survey shes encroac~ent on Rea~ P=o~rty Con,rack covenants or a~plicable ~over~ental r~ulation, the s~e shall consti~u~e a titl~ contractors, su~ontractors, suppliers, and ma~erialmen {n addit~o~ to Seller's lie~ aff~davl~ sett~n9 forth ~he n~es of all re. irs ~lch ~uld serve as a basis fo= a mechanic's l~en or a claim for d~ages have ~n paid or will ~ paid at closing other closing agent designated ~ Seller. on the prior year's ta~. If there are c~ple~ed lmprov~en~s o~ Real P~o~rty ~ Janua~ ls~ of year of closin9 which 3% o~ ~he assessed valuat~o~ of the Pro~rty so d~aged, cost of restoration shall ~ an obligation of the Seller a~d closing receiving return of P. ~S OFFALS; C~OSINGIq%OC~UR~: The deed shall be recorded upon clearance of funds. If abstract, evidence of title shall be continued at Buyer's expense to show title in Buyer, without any encumbrances Or charge which would render Seller's title' unmarketable from the date of the last evidence. Proceeds of the sale shall be held in escrow by Seller's attorney or by such other mutually acceptable escrow agent for a period of not longer than 5 days from and after closing date. If Seller's title is rendered ur~arketable~ through no fault of Buyer, Buyer shall, within the 5 day period, notify Seller in writing of the defect and Seller shall have 30 days from date of receipt of such notification to cure the defect. If Seller fails to timely cure the defect~ all deposit(s) shall, upon written demand by Buyer and within 5 days after demand, be returned to Buyer and a~ultaneously with such repayment, Buyer shall return Personalty and vacate Real Property and reconvey It to Seller by special warranty deed. If Buyer fails to make timely demand for refund, Buyer shall take title as is, waiving all rights against Seller as to any intervening defect except as may be available to Buyer by virtue of warranties contained in the deed. If a portion of the purchase price is to be derived from institutional financing or refinancing, requirements of the lending institution as to place, tire of day end procedures for closing, and for disbursement of mortgage proceeds shall control over contrary provision in this Contract. Seller shall have the right to require from the lending institution a written cc~valtment that it will not withhold disbursement of mortgage proceeds as a result of any title defect attributable to Buyer-mortgagor. The escrow and closing procedure required by this Standard may be waived if title agent Insures adverse matters pursuant to Section 627.7841, F.S.[1989}, as amended. Q. F~: Any escr~ agent {#A~ent'} receiving funds or equivalent is authorized and agrees by acceptance of them to deposit them promptly, bold same tn escrow and, subject to Clearance, disburse the~ in accordance with terms and conditions of Contract. Failure of clearance of funds shall not excuse Buyer's performance. If in doubt as to Agent's duties or liabilities under the provisions of Contract, Agent may, at Agent's option, continue to hold the subject matter of the escrow until the parties mutually agree to its disbursement, or until a Judgment Of a court Of competent Jurisdiction shall determine the rights of the parties or Agent ~ay deposlt with the clerk of the circuit court having Jurisdiction of the dispute. ~pon notifying ail parties concerned of such action, all liability on the part of Agent shall fully terminate, except to the extent of accounting for any items previously delivered out of escrow. If a licensed real estate broker, Agent will comply with provisions of Chapter 475, F.S.(I989), as ~ended. Any suit between Buyer and Seller where Agent is made a party because of acting as Agent hereunder, or in any suit wherein Agent lnterpleads the subject matter of the escrow, Agent shall recover reasonable attorneys' fees and costs lncurred with the fees and Costs to be paid from and out of the escrowed funds or equivalent and charged and awarded as court costs in favor of the prevailing party. Parties agree that Agent shall not be liable to any party or person for misdelivery to Buyer or Seller Of items subject to this escrow, unless such misdeliveryis due to willful breach of Contract Or gross negligence of Agent. R. ~kTTO~F~& ~OSTB: In any litigation arising out of this Contract, the prevailing party in such litigation which, for the purposes of thls Standard, shall include Seller, Buyer, listing broker, Buyer's broker and any subagents to the listing broker or Buyer's broker, shall be entitled to recover reasonable attorney's fees and costs. S. F~U~ OF I~FO~: If Buyer fails to perform this Contract within the time specified {including payment of all deposit(s}l, the deposit (sI paid by Buyer and deposit(s) agreed to be paid, may be retained ~ or for the account of Seller as agreed upon liquidated damages, consideration for the execution of this Contract and in full settlement of any clatms~ whereupon, Buyer and Seller shall be relieved of all obligations under Contract~ or Seller, at Seller's option, may proceed In equity to enforce Seller's rights under this Contract. lf, for any reason other than failure of Seller to make Seller's title marketable after diligent effort, Seller fails, neglects or refuses to perform this Contract, the Buyer may seek specific performance or elect to receive the return of Buyer's deposit (s) without thereby waivlng any action for damages resulting from Seller's breach. T. O~/]~%CTNOT ~COl~t~I~; ~ ~0~; ~O~IC~: Neither this Contract nor any notice of it shall be recorded in any public records. ThisContract shall bind and inure to the benefit of the parties and their successors in interest. Whenever the context permits, singular shall include plural and one gender shall include all. Notice given by Or to the attorney for any party shall be as effective as if given by or to that party. U. CO~V~Y~I~C~: Seller shall convey title to Real Property by statutory warranty, trustee's, personal representative's Or guardian's deed, es ap~ro~riate to the status of Seller, subject only to matters contained in Paragraph VII and those otherwise accepted by Buyer. Personalty shall, at request of Buyer, be transferred by an absolute bill of sale with warranty of title, subject only to such matters as may be otherwise provided for herein. V. ~/%~TS: No prior or present agreements or representations shall be binding upon Buyer or Seller unless included In this Contract. No modification or change In this Contract shall be valid or binding upon the parties unless in writing and executed by the party or parties intended to be bound by it. N. ~q~/~ANT~: Seller warrants that there are no facts known to Seller materially affecting the value of the Real Property which are not readily observable by Buyer or which have not been disclosed to Buyer. ,AMENDMENT TO ~llE Z~.T.~-~ ~.~R.~I~I~ B~BN ~r~ CZ~ OF AGENCY FOR ~E PA~ OF MONZ~ BY ~ DE~Z B~ CO~ZTY ~D~LOP~ AG~C~ ZN CO~CTZON ~Z~H ~E C~S~CTZON OF T~ CZ~ OF D~ B~H ~ZC~P~ CE~ER. THIS A~.NDHENT TO THE INTERLOCALA~R~EHENT, entered into =his day of , 1995 (hereinafter referred to as ~he 'Amendment"l, by and between the CIT! OF DELRA! BEACH, FLORIDA, and its successors and assigns, hereinafter re~erred to as "City", a municipal corpora=ion existing under the laws of the Suate of Florida, and the DELRAY BEACH COMMIFHITY REDE%'~LOPHEH~ AGENCY, and its successors and assigns, hereinafter referred to as the "Agency", a community redevelopment agency established pursuant to Section 163j Part II, of the Florida Statutes. W I T N E $ S E T H: WHEREAS, the City and the Agency have previously entered into that certain Interlocal Agreement dated February 7, 1995 ~nd such Interlocal Agreement is being amended in its entirety to read as follows ~ WH~ ~EAS, the City recen=ly renovated the Delray Beach Municipal Tennis Center which i~ located within the Co,unity Redevelopment Area; and WHEREA~, in consideration for the City's decision to r~novate the Municipal Tennis Center, and =o allow it to remain in the Community Redevelopment Area, =he Agency desires to contribute c: \docs \clients \=ra\tenn~a. ~t~\ln~e=loc. con DRA,F~ ~'2 3-30-95 1 monies to assist the City in paying off its debt; and . WHEREAS, the City and the Agency agree that the contribution by the Agency to assist in the payment of the costs associated with renovating the Municipal Tennis Center is in the best interest of both the City and the Agency and is necessary to the continuation of a Municipal Tennis Center within the Community Redevelopment Area; and WHEREAS, the City and the Agency have entered into the Contract for Sale and Purchase whereby the City is purchasing from the Agency that certain historic home located at 20 North Swinton Avenue, Delray Beach, Florida, such historic house known as the "Monterey House" such Contract for Sale and Purchase being incorporated herein by reference (the "Contract"); and WHEREAS, the said Contract provides that the Agency shall accept as consideration for such purchase a set off of Two Hundred Sixty Thousand Dollars ($260,000.00) against the first payments which' otherwise would have been due pursuant to this Interlocal Amendment and the payment schedule set forth in Section 3 of this Amendment reflects the credit to the Agency for the Two Hundred Sixty Thousand Dollars ($260,000.00) purchase price owed by the City to the Agency under the Contract for Sale and Purchase. NOW, THEREFORE, pursuant to the respective powers granted to the City and the Agency under Section 163.01, Florida Statutes, and other applicable provisions of law, and in consideration of the sum of One Dollar ($1.00) paid by each party to the other, the receipt c:\docs\clients\cra\tennis.ctr\interloc.ten DRAFT ~2 3-30-95 2 of which is hereby acknowledged, the mutual covenants and agreements herein contained and other good and valuable consideration, the City and the Agency agree as follows: Section 1. Representations of the Aqenc¥. The Agency is an agency established pursuant to the Florida Statutes with full power and legal right to enter in to this Amendment and perform its obligations hereunder. The Agency's actions in making and performing this Amendment have been duly authorized by all necessary official action and will not violate or conflict with any applicable provision of the Constitution, or laws of the State of Florida or with any ordinance, government rule or regulations, or with any agreement, instrument or other document by which the Agency or its funds or properties are bound. Section 2. Representation of the City. The City represents that it is a municipal corporation existing under the laws of the State of Florida, and with full power and authority to enter into this Amendment. Section 3: Payment. The Agency shall be credited for the first $260,000.00 of semi-annual principal and interest payments. Semi-annual payments 1-9 will be fully credited. The 10th semi-annual payment due December 1, 1999 will be credited, in part, in the amount of $12,281.43 and the Agency will pay $12,486.96 on December 1, 1999. The Agency will commence full payments of $24,768.39 on June 1, 2000 and a like sum semi-annually thereafter through June 1, 2008. Said payment schedule reflects c:\docs\clients\cra\tennis.ctr\interloc.ten DRAFT ~2 3-30-95 3 the amortization of Four Hundred Eighty-One Thousand Dollars ($481,000.00) at 5.72% interest over an approximate fourteen (14) year period (see Exhibit "A"). Section 4. Payment of Fees and Expenses. If the Agency shall default under any of the provisions of this Amendment and the City shall employ attorneys or incur other expenses for the collection of the payments or for the enforcement of performance or observance of any obligation or agreement on the party of the Agency contained in this Amendment, the Agency will on demand therefor pay the reasonable fees and expenses of the City and its attorneys (collectively referred to as "Additional Obligations"). Section 5. Recordation. Prior to the effectiveness thereof and pursuant to the requirements of Section 163.01(11) of the Florida Statutes, this Amendment shall be filed with the Clerk of the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida. Section 6. Effect of Waiver. In the event any agreement contained in this Amendment shall be breached and such breach shall thereafter be waived, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder . Section 7. Multiple Counterparts. This Amendment may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the s~me document. c:\docs\clients\cra\~ennis.ctr\interloc.ten DRAFT #2 3-30-95 4 Section 8. Severabilit¥ of Invalid Provisions. If any clause, provision or section of this Amendment be held illegal or invalid by any court, the invalidity of such clause, provision or section shall not affect any of the remaining clauses, provisions or sections hereof, and this Amendment shall be construed and enforced as if such illegal or ~invalid clause, provision or section had not been contained herein. Section 9. Repealing Clause. All resolutions and agreements of the City and the Agency in conflict or inconsistent herewith are hereby repealed insofar as any conflict or any inconsistency exists. WHEREFORE, the parties hereto have set their hands and seals on the date set forth next to their signatures. ATTEST: CITY OF DELRAY BEACH, FLORIDA By: City Clerk Thomas Lynch, Mayor Date: Approved as to form and Legal Sufficiency: City Attorney ATTEST: COMMUNITY REDEVELOPMENT AGENCY By: Chairman Date: c:\docs\clients\cra\tennis.ctr\interloc.ten DRAFT ~2 3-30-95 5 OS/O1/S~ 1~,S?.~.41 31,000.00. 0,S~1.4I 450,000.00 12/01/97 II,449.31 13,310.0~ 34,7.fl.39 12101103 6,0~.~9 '11,612.(0 24,?fl.39 I94,lH.~I 1210I/OS 2,641.94 22,126~45 24Jfl.29 70,249.16 Made part of thc Sale and Purchase Agreement by and between the Community Redevelopment Agency of Delray Beach, as Seller, and the City of Delray Beach, as Buyer. Construction items to be completed on or before thc day of closing, except as noted: Parking Lot 1. Nine parking spaces allocated to the Monterey will be completed in thc adjacent condominium parking lot. B. Masonry 1. Chimney top to be reconstructed according to the architect's plan. This item will be used as a match for the State grant and may be delayed until after closing. C. Hand Rails (Exterior) 1. The hand rails on exterior steps including front door and rear door and deck steps to be completed. This item will be used as a match for the State grant and may be delayed until after closing. D. Interior Stairs 1. Interior stair rail will be completed. E. Doors - Interior 1. Interior doors will be installed in all openings indicated on sheet "A-4" of the architectural plans. For door//32, a 32" fiat panel type will be provided after closing, however, if we cannot find a fiat panel, we will install a raised panel. Door #33 and #34 will be raised, six-panel doors unless we can find a fiat panel. These doors will be provided as part of the State grant and may be delayed until after closing. 2. Exterior doors//24, 37, and 38 will include fire rated pneumatic closers. This item may be used as a match for the State grant and, therefore, installed after closing. 3. Ail doors will includ~ hardware, Mortise locks will be used on thc original doors where practical, and cylinder locks on new doors and doors which require a handicap lever. Thc hardware missing on existing doors and on doors #32, 33, and 34 will be installed under thc State grant and may be delayed until after closing. -2- F. Floor Finishes 1. Carpet in the second floor Office 3. A sample board will be furnished to the City. This item .may be provided as a match for the State grant and may be delayed until after closing. G. Ceramic Tile 1. Ceramic tile in existing bathrooms will be cleaned. In the second floor bathroom adjacent to the clerical room, thc tile will either be matched or a portion removed and reused where needed in critical areas. This item may be used in the State grant as a match and may be delayed until after closing. H. Plumbing 1. Second floor bathroom sinks to be installed. This item may be used in the State grant as a match and may be delayed until after closing. 2. Install handicap accessible water fountain in Lounge. 3. Install fire sprinkler main and water supply to the house. This item may be used in the State grant as a match and may be delayed until after closing. I. Electrical Plcasc notc that thc State grant will provide $1,125 for interior electrical fixtures and $1,350 for exterior electrical fixtures. A $1,125 match by thc City or its tenant will be required. NOTE: The architectural plans prepared by Roy Simon, including sheet numbers A-1 (12/15/94); A-4 (8/12/94); A-5 (8/5/94); S-1 (11/29/94); S-2 (8/12/94); P-2 (9/1/94); AC-2 (7/20/94); E-2 (7/22/94); and E-3 (9/22/94), are not to be relied upon for the condition of the sale and purchase of the property 4/12/95 The following items arc contingent upon the CRA receiving State of Florida, Division of Historical Resources, Grant in the amount of $13,050: A. Security system, limited to $1,600 expenditure. B. Smoke alarm, 2 battery operated. C. Interior lighting fixtures; $1,125 allowance from the grant proceeds. D. Exterior lighting fixtures, $1,350 allowance from the grant proceeds. E. Hurricane protection (shutters); $6,900 allowance from the grant proceeds. 4/12/95 OFF-SITE PARKIHG AORKKMENT THIS AGREEMENT is made and entered into this ,~ day of ~/~ , 1995, by and between, the COMMUNITY REDKVELOPMENTAGENCY OF THE CITY OF DKLRAY BEACH, (the 'CRA"), and the CXTY OF DELRAY BEACH, (the "CITY"). W I T N E S S E T H~ WHEREAS, the CRA is the owner of certain real property described as the South 50' of Lot 11 and Lot 12, Block 60, TOWN OF DELRAY, Florida, as recorded in Plat Book 1, Page 3 of the Public Records of Palm Beach County,.Florida and has constructed thereon two historic houses, i.e. 'Monterey" and the "Bungalow,' pursuant to its Community Redevelopment Plan; and WHEREAS, the requirement of the CITY for approval of the Site Plan for the 'Monterey" and "Bungalow" is providing off-site parking on the abutting property "Abutting Property" owned by the CRA being described as the South 25.3' of Lot 4, Lot 5 and Lot 6, Block 60, TOWN OF DELRAY, Florida, as recorded in Plat Book 1, Page 3 of the Public Records of Palm Beach County, Florida; and WHEREAS, the CRA is willing to make provisions for the use of a portion of the Abutting Property for parking to serve the Monterey and the Bungalow respectively. NOW, THEREFORE in consideration of Ten Dollars ($10.00) and other good and valuable .consideration the CRA hereby agrees as follows~ 1. The recitations set forth above are incorporated as if fully set forth herein. 2. The CRA does hereby dedicate the nine (9) parking spaces described and marked in Exhibit 'A,' attached hereto, including but not limited to the right of ingress and egress to such parking spaces (the 'Monterey Parking Spaces') for the use and benefit of the Monterey. 3. The CRA does hereby dedicate the six (6) parking spaces described and marked in Exhibit "A,' attached hereto, including but not limited to the right of ingress and egress to such parking spaces (the "Bungalow Parking Spaces") for the use and benefit of the Bungalow. 4. The CRA hereby agrees as follows~ A. The CRA and its successors entitled to the Bungalow and Monterey shall maintain the Bungalow Parking Spaces and the Monterey Parking Spaces respectively in a neat, clean and sanitary condition, free from all garbage, trash, litter, and debris and to provide whatever maintenance is required thereon, including but not limited to asphalt repair or repaying, and painting lines thereon to clearly mark the parking spaces~ and B. The CRA shall not unreasonably obstruct, impede or interfere in the use of such comon area, driveways, and parking for the Bungalow and Monterey~ and C. The CRA shall not construct or place any improvements in the Bungalow Parking Spaces or Monterey Parking Spaces without the written approval of the CITY. 5. This Agreement shall not be terminated, altered, limited, changed, or modified unless in writing, signed by the CRA and the CITY except as set forth in Paragraph 8 below. This Agreement shall be binding upon and run to the benefit of each party, its successors, assigns, or heirs as the case may be. This Agreement may be enforced by any of the parties hereto including but not limited to the CITY. The CRA and its successors entitled to the Monterey and Bungalow shall pay all applicable real property taxes, charges, and assessments levied or imposed on the real property owned by such party without increase or limitations as a result of this Agreement. 6. Each and every Agreement, covenant, promise, undertaking, condition, easement, right and privilege made, granted or assumed by the CRA shall be an equitable servitude on the assigns, and mortgagees of the Bungalow and Monterey and any lessee, assignee, mortgagee, or transferee of any part of the property shall automatically be deemed, by acceptance of the estate or title of such parcel, or a portion thereof to have assumed all obligations thereof relating thereto. 7. The CRA agrees that the land comprising of the Monterey Parking Spaces and Bungalow Parking Spaces marked on Exhibit "A# should never be disposed of except in conjunction with the respective transfer or sale of the Bungalow or Monterey as the case may be so long as such parking spaces are required by the owner of the Bungalow or Monterey respectively. 8. This Agreement may be released by the CITY at such time as the Bungalow Parking Spaces and Monterey Parking Spaces are no longer required, or that other off street parking facilities are provided by the respective owners of the Bungalow and/or Monterey. 9. This Agreement shall be recorded, the expense of the recording to be borne by the CRA. In the event this Agreement is released, the owner of the respective parking spaces shall bear the expense in recording the release. IN WITNESS WHEREOF, the parties have heretofore executed these presents and affixed their seals hereto as of the day and year first above written. WITNESSES~ COMMUNITY REDEVELOPMENT AGENCY ' { CITY OF DELRAY BEACH Byl~~~-~~ STATE OF FLORIDA COUNTY OF PALR BEACH I HEREBY CERTIFY that on this day, before me, appeared KEVIN EGAN, Chairman of the Community Redevelopment Agency, who is personally known to me or who produced as identification, and who did not take an oath. WITNESS my hand and official seal in the County and State last aforesaid this ~ day of ~-6~_~-wJ , 1995. ,:,q~.*l'~o~ OIANE O. HERVEY Notary Public ~.~_=OUU'SS,O,#OC~S0$EXpi~ESNOV~a.i~? State of Florida . My Commission Expires Alllntla Boncling Co., In~, STATE OF FLORIDA COUNTY OF PALM BEACH I HEREBY CERTIFY that on this day, before me, appeared THOMAS E. LYNCH , as the Mayor of the City of Delray Beach, who is personally known to me as identification, and who did not take an oath. WITNESS my hand and official seal in the County and State last aforesaid this ~ day of /~a~¢~ , 1995. State of Florida _~..,~L%. ~ My Commission Expires My Commission / Commission No. Expires August 17, 1§97/ Exhibit "A" I 131. ' SIGN STOP BAR )+ . Bun[ · . Spaces ( -t- Monterey Parking Space,, 24' EXISTING ALLEY PAV, EUE ar wlnrNrn 4% CONTINUED [9~ ON X~/X~] ~I:9I ~0~ ~6/OT/~O I City of Delray Beac~' I Parking Spaces SIGN STOP BAR . Bungmlow Monterey Parking Space: s'XISTIHG &L.I.L'¥ PAV. Eldl EOd Wd~:S S66~ 0I '~d~ 68~S 9&E aO~ : 'ON ~NOHd '~'~ '-~IdS~(I-~ 'M [9Z~ O~ ZH/X£] ZT:9[ ~OR ~6/0T/~0 £0d WdS~:S S66T OT'~d~ 68~S 9&~ 10~ : 'ON .shall commence as to all Lots in that phase on the first day of the month following the recording of this Declaration. The due date of any assessment shall be fixed in the resolution authorizing such assessments, and any such assessments shall be payable in advance monthly, quarterly, semi-annual or annual installments as determined by the Board. Section 6. Duties of the Board of Directors. The Board of Directors of the Association shall fix the amount of the assessment against each Lot, for each assessment period at least thirty (30) days in advance of such date or period and shall, at that time, prepare a roster of the Lots and assessments applicable thereto which shall be kept in the office of the Association and shall be open to inspection by any Owner. Written notice of the assessment shall be sent to every Owner subject thereto not later than seven (7) days after fixing the date of commencement thereof. The Association shall, upon demand at any time, furnish to any Owner liable for any assessment a certificate in writing signed by an office~ of the Association, setting forth whether said assessment has been paid. Such certificate shall be conclusive evidence of payment of any assessment therein stated to have been paid. Section 7. Effect of Non-Payment of Assessment~ The Lien, the Personal Obliqation, Remedies of Association. The lien of the Association shall be effective from and after recording in the Public Records of Palm Beach County, Florida, a claim of lien stating the description of the Unit encumbered thereby, the name of the Owner, the amount and the due date when due. Such claim of lien shall include only assessments which are due and payable when the claim of lien is recorded, plus interest, costs, attorneys' fees, advances to pay taxes and prior encumbrances and interest thereon, all as above provided. Such claims or lien shall be signed and verified by an officer or agent of the Association. Upon full payment of all sums secured by such claim of lien, the same shall be satisfied of record, at the cost of the Lot Owner thereby encumbered. If the assessment is not paid within thirty (30) days after the delinquency date, which shall be set by the Board of Directors of the Association, the assessment shall bear interest from the date due at the rate of eighteen percent (18%) per annum, and the Association may at any time thereafter bring an action to foreclosure the lien against the Lots in like manner as a foreclosure of a mortgage on real property, and/or a suit on the personal obligation against the Owner(s), and thereafter shall be added to the amount of such assessment the cost of preparing and filing the complaint in such action including a reasonable attorneys' fee, and in the event a judgment is obtained, such judgment shall include on the assessment as above provided and a reasonable attorneys' fee to be fixed by the court, together with the costs of the action. Section 8. Subordination to Lien or Mortgaqes. The lien of the assessments for which provision is herein made as well as in any other Article of this Declaration shall be subordinate to the lien of any first mortgage to a federal or state chartered bank, mortgage company, life insurance company, federal or state savings and loan association or real estate investment trust which is perfected by recording prior to the recording of a claim of lien for any such unpaid assessments by the Association. Such subordination shall apply to the assessments which have become due and payable prior to a sale or transfer of a Lot by deed in lieu of foreclosure of such Lot or pursuant to a decree of foreclosure, and in any other proceeding in lieu of foreclosure of such mortgage, provided, however any such Unit shall be liable, following such sale for a pro rata share of any unpaid assessments against such Lot accruing prior to such sale, in common with all other Property. No sale or other transfer shall relieve any Lot from liability for any assessments thereafter becoming due, nor from the lien of any such subsequent assessment. The written opinion of either the Developer or the Association that the lien is subordinate to a mortgage shall be dispositive of any question of subordination. V GENERAL PROVISIONS Section 1. Duration and Remedies for Violation. The Covenants and Restrictions of this Declaration shall run with and bind the Property, and shall inure to the benefit of and be enforceable by the Association or the Owner of any Lot subject to this Declaration, their respective legal representatives, heirs, successors and assigns, for the lesser of (i)a term of fifty years (50) from the date this Declaration is recorded, after which time said Covenants and Restrictions shall automatically be extended for successive periods of ten (10) years unless an instrument signed by the then Owners of one hundred percent (100%) of the Lots has been recorded, agreeing to change or terminate said Covenants and Restrictions in whole or in part. Violation or breach of any condition, covenant or restriction herein contained shall give the Association and/or'Owner(s) in addition to all other remedies the right to proceed at law or in equity to compel a compliance with the terms of said conditions, covenants and restrictions, and to prevent the violation of breach of any of them, and the expense of such litigation shall be borne by the then Owner or Owners of the subject Property, provided such proceeding results in a finding that such Owner(s) was in violation of said Covenants and Restrictions. Expenses of litigation shall include reasonable attorneys' fees incurred by the Association in seeking such enforcement. Section 2. Notices. Any notice required to be sent to any member or Owner under the provisions of this Declaration shall be deemed to have been properly sent when mailed, postage prepaid, to the last known address of the person who appears as member or Owner on either the records of the Association or the Public Records of Pall Beach County, Florida, at the time of such mailing. Section 3. Severability. Invalidation of any one of these Covenants and Restrictions by Judgment or court order shall in no way affect any other provisions which shall remain in full force and effect. Section 4. Amendment. Amendment to this Declaration shall require the assent of not less than one hundred percent (100%) of the total number of votes in each class of membership, except as provided in Article IV above. Section 5. Usaqe. Whenever used the singular shall include the plural and the singular, and the use of any gender shall include all genders. Section 6. Effective Date. This Declaration shall become effective upon its recordation in the Public Records of Palm Beach County, Florida. IN WITNESS WHEREOF, the CRA has caused these presents to be executed as required by law on this, the day and year first above written. DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY By: Attest: STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing Declaration of Covenants and Restrictions for Delray Beach Historic Homes was acknowledged before me this day of , 1995, by and , the and , respectively, of Delray Beach Historic Homes, Inc., a Florida corporation, on behalf of the corporation. Notary Public State of Florida My commission expires= (SEAL) Commission No.~ ARTICLES OF INCORPORATION OF DELRAY BEACH HISTORIC HOI4EH PROPERTY O'~HER8 ASSOCIATION, The name of this corporation shall be DELRAY BEACH HISTORIC HOMES PROPERTY OWNERS ASSOCIATION, INC., sometimes hereinafter referred to as the "Association." II DEFINITIONS All terms used herein which are defined in the Declaration of Covenants and Restrictions for DELRAY BEACH HISTORIC HOMES executed contemporaneous herewith shall be used herein with the same meanings as in said Declaration. III PURPOSES The general nature, objects and purposes of the Association are as follows~ A. To hold, maintain, repair and replace the improvements on the comon use land ("CUL") as defined in the above referred to Declaration of Covenants and Restrictions for which the obligation to maintain and manage and repair has been delegated and accepted. B. To provide, improve, maintain, repair and/or replace the paving, lights and other structures of the CUL for the health, safety, convenience and social welfare of the members of the Association, as the Board of Directors in its discretion determine necessary, appropriate and/or convenient. C. To operate without profit for the sole and exclusive benefit of its members. D. To perform all of the functions contemplated of the Association, and undertaken by the Board of Directors of the Association in the Declaration of Covenants and Restrictions hereinabove described, including but not limited to, the promulgation of rules and regulations governing the use of the CUL. IV GENERAL POWERS The general powers that the Association shall have are as follows: A. To hold funds solely and exclusively for the benefit of the members for purposes set forth in these Articles of Incorporation. B. To propagate and enforce rules, regulations, Bylaws, covenants, restrictions and agreements to effectuate the purpose for which the Association is organized, including the enforcement of the aforesaid Declaration of Covenants and Restrictions. C. To delegate power or powers where such is deemed in the interest of the Association. D. To purchase, lease, hold, sell, mortgage or otherwise acquire or dispose of interest in, real or personal property, except to the extent restricted hereby; to enter into, make, perform or carry out contracts of every kind with any person, firm, corporation, association or other entity; to do any and all acts necessary or expedient for carrying on any and all of the activities and pursuing any and all of the objects and purposes set forth in the Articles of Incorporation and forbidden by the laws of the State of Florida. E. To fix assessments to be levied against the property subject to the Declaration of Co%enants and Restrictions to defray expenses and the cost of effectuating objects and purposes of the Association, and to create reasonable reserves for such expenditures, and to authorize its Board of Directors in its discretion, to enter into such agreements with mortgage companies and other organizations for the collection of such assessments. F. To charge recipients for services rendered by the Association and the user for the Association Property when such is deemed appropriate by the Board of Directors of the Association. G. To pay taxes and other charges,, if any, on or against the property owned or accepted by the Association. H. In general, to have all powers conferred upon a corporation by the laws of the State of Florida, except as prohibited herein. V MEMBERS A. Each Lot which is subjected by this Declaration to assessment by the Association shall have appurtenant thereto a membership in the Association, which membership shall be held by the person or entity, or in common by the persons or entities, owning such Lot, except that no person or entity holding an interest in title to a Lot as security for performance of an obligation shall acquire the membership appurtenant to such Lot by virtue of such interest or title. In no event may any membership be severed from the Lot to which it is appurtenant. B. "Owner," "Lot" and any other defined terms used herein, and elsewhere in the Articles, are used with the definitions given those terms in the aforesaid Declaration of Covenants and Restrictions for DELRAY BEACH HISTORIC HOUSES. VI VOTING ASSESSMENTS A. The Association shall have one class of voting membership. B. The Association will obtain funds with which to operate by assessment of its members in accordance with the provisions of the Declaration of Covenants and Restrictions for DELRAY BEACH HISTORIC HOUSES, as supplemented by the provisions of the Articles and Bylaws of the Association relating thereto. VII BOARD OF DIRECTORS A. The affairs of the Association shall be managed by a Board of Directors consisting of not more than two (2) Directors. Directors need not be members of the Association but shall be residents of the State of Florida. The initial Board of Directors shall consist of two (2) members. B. The names and addresses of the persons who are to act in the capacity of directors until the election of their successors are~ NAME ADDRESS CHRISTOPHER J. BROWN 24 North Swinton Avenue Delray Beach, FL 33444 DAVID HARDEN 100 N.W. 1st Avenue Delray Beach, FL 33444 At the first annual meeting and at each succeeding meeting, the members shall elect two (2) directors, each for a term of one (1) year. VIII OFFICERS A. The officers of the Association shall be a President, a Secretary and a Treasurer and such other officers as the Board may from time to time by resolution create. Any two (2) or more offices may be held by the same person except for the offices of President and Secretary. Officers shall be elected for one (1) year terms in accordance with the procedures set forth in the Bylaws. The names of the officers who are to manage the affairs of the Association until the annual meeting of the Board of Directors of the Association to be held in the year 1995, and until their successors are duly elected and qualified arez Presidentz CHRISTOPHER J. BROWN Secretary~ DAVID HARDEN Treasurers CHRISTOPHER J. BROWN IX CORPORATE EXISTENCE The Association shall exist perpetually. X BYLAWS The Board of Directors shall adopt Bylaws consistent with these Articles. Subsequent to their adoption, the Bylaws may be amended or rescinded at a regular or special meeting of the members, by a vote of a majority of a quorum of members present in person or by proxy. XI AMENDMENT TO ARTICLES OF INCORPORATION These Articles may be altered, amended or repealed by resolution adopted by a vote of not less than one hundred percent (100%) of the total number of votes in each class of membership. XII SUBSCRIBERS The names and addresses of the subscribers are as follows~ CHRISTOPHER J. BROWN 24 North Swinton Avenue Delray Beach, FL 33444 DAVID HARDEN 100 N.W. 1st Avenue Delray Beach, FL 33444 XlII INDEMNIFICATION OF OFFICERS AND DIRECTORS A. The Association hereby indemnifies any Director or officer made a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding: Whether civil, criminal, administrative, or investigative, other than one by or in the right of the Association to procure a Judgment in its favor, brought to impose a liability or penalty on such person for an act alleged to have been committed by such person in his capacity of Director or officer of the Association, or in his capacity as Director, officer, employee or agent of any other corporation, partnership, Joint venture, or other enterprise which he served at the request of the Association, against Judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees, actually and necessarily incurred as a result of such action, suit or proceeding or any appeal therein, if such person acted in good faith in the reasonable belief that such action was in the best interests of the Association, and in criminal actions or proceedings, without reasonable ground for belief that such action was unlawful. The termination of any such action, suit or proceeding by Judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not in itself create a presumption that any such Director or officer did not act in good faith in the reasonable belief that such action was in the best interests of the Association or that he had reasonable grounds for belief that such action was unlawful. B. By or in the right of the Association to procure a Judgment in its favor by reason of his being or having been a Director or officer of the Association, or by reason of his being or having been a Director, officer, employee or agent of any other corporation, partnership, Joint venture, trust or other enterprise which he served at the request of the Association, against the reasonable expenses, including attorneys' fees, actually and necessarily incurred by him in connection with the defense or settlement of such action, or in connection with an appeal therein if such person acted in good faith in the reasonable belief that such action was in the best interests of the Association. Such person shall not be entitled to indemnification in relation to matters to which such person has been adjudged to have been guilty of gross negligence or misconduct in the performance of his duty to the Association, unless and only to the extent that, the court, administrative agency, or investigative body before which such action, suit or proceeding is held shall determine upon application that despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which such tribunal shall deem proper. C. The Board of Directors shall determine whether amounts for which a Director or officer seeks indemnification were properly incurred and whether such Director or Officer acted in good faith and in a manner he reasonably believed to be in the best interests of the Association, and whether, with respect to any criminal action or proceeding, he had no reasonable ground for belief that such action was unlawful. Such determination shall be made by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding. D. The foregoing rights of indemnification shall not be deemed to limit in any way the powers of the Association to indemnify under applicable law. XlV TRANSACTION IN WHICH DIRECTORS OR OFFICERS ARE INTERESTED A. No contract or transaction between the Association and one or more of its Directors or Officers, or between the Association and any other corporation, partnership, association or other organization in which one or more of its Directors or Officers are Directors of Officers, have a financial interest, shall be invalid, void or voidable solely for this reason, or solely because the Director or officer is present at or participates in the meeting of the Board or committee thereof which authorized the contract or transaction, or solely because his or their votes are counted for such purpose. No Director or officer of the Association shall incur liability by reason of the fact that he is or may be interested in any such contract or transaction. B. Interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorized the contract or transaction. XV DISSOLUTION OF THE ASSOCIATION A. Upon dissolution of the Association, all of its assets remaining after provision for creditors and payment of all costs and expenses of such dissolution shall be distributed in the following manner: Remaining assets shall be distributed among the members, subject to the limitations set forth below, as tenants in common, each members; share of the assets to be determined in accordance with its voting rights. B. The Association may be dissolved upon a resolution to that effect being recommended by one hundred percent (100%) of the members of the Board of Directors, and, if such decree be necessary at the time of the dissolution, after receipt of an appropriate decree as set forth in Florida Statutes, Section 617.05 or statute of similar import, and approved by one hundred percent (100%) of the voting rights of the Association's members. XVI DURATION The Corporation shall exist perpetually. IN WITNESS WHEREOF, the said subscribers have hereto set their hands and seals this __ day of , 1995. WITNESSES: Christopher J. Brown David Harden STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me this __ day of , 1995, by CHRISTOPHER J. BROWN and DAVID HARDEN, who are personally known to me or who produced as identification. Notary Public State of Florida My Commission Expires: (SEAL) Commission No.z BYLAWS OF DELi?AY BEACH HISTORIC HOMES PROPERTY OWHERS ASSOCIATION, INC. I. DEFINITIONS All terms used herein which are defined in the Declaration of Covenants and Restrictions for DELRAY BEACH HISTORIC HOMES executed contemporaneously herewith shall be used herein with the same meanings as in said Declaration. II LOCATION OF PRINCIPAL OFFICE The principal office of the Association shall be located at , or at such other place as maybe established by resolution by the Board of Directors of the Association. III VOTING RIGHTS AND ASSESSMENTS 1. Every person or entity who is a record fee simple owner of a Lot, including the CRA at all times as long as it owns any property subject to the Declaration, shall be a member of the Association, provided that any such person or entity who holds such interest only as a security for the performance of an obligation shall not be a member. Membership shall be appurtenant to, and may not be separated from, ownership of any Lot or other property which is subject to assessment. 2. Assessments and installments thereon not paid when due shall bear interest from the date when due until paid at the rate set forth in the Declaration and shall result in the suspension of voting privileges during any period of such nonpayment. IV BOARD OF DIRECTORS 1. A majority of the Board of Directors shall constitute a quorum to transact business at any meeting of the Board, and the action of the majority present at a meeting at which a quorum is present shall constitute the action of the Board of Directors. 2. Any vacancy occurring on the Board of Directors because of death, resignation or other termination of services of any Directors, shall be filled by the Board of Directors; except that the Developer, to the exclusion of other members and/or the Board itself, shall fill any vacancy created by the death, resignation, removal or other termination of services of any Director appointed for the unexpired term of his predecessor in office and until his successor shall have been elected and/or qualified and appointed. V ELECTION OF DIRECTORS 1. Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two or more members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the members, to serve from the close of such annual meeting until the date of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among members or non-members. 2. Election to the Board of Directors shall be by secret written ballot. At such election the members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted. VI POWERS AND DUTIES OF THE BOARD OF DIRECTORS 1. The Board of Directors shall have the power: A. To call meetings of the members. B. To appoint, remove at pleasure all officers, agents and employees of the Association, prescribe their duties, fix their compensation, and require of them such security or fidelity bond as it may deem expedient. Nothing contained in these Bylaws shall be construed to prohibit the employment of any member, officer or Director of the Association in any capacity whatsoever. C. To establish, 'levy and assess and collect the assessments necessary to operate the Association and carry on its activities, and to create such reserves for extraordinary expenditures as may be deemed appropriate by the Board of Directors. D. To appoint committees, adopt and publish rules and regulations governing the use of the Recreation Parcels or any portion thereof and the personal conduct of the members and their guests thereon, including reasonable admission charges if deemed appropriate. E. To authorize and cause the Association to enter into contracts for the day to day operation of the Association and the discharge of its responsibilities and obligations. F. To exercise for the Association all powers,' duties and authority vested in or delegated to the Association, except those reserved to members in the Declaration or the Articles. 2. It shall be the duty of the Board of Directors~ A. To cause to be kept a complete record of all its acts and corporate affairs. B. To supervise all officers, agents and employees of this Association and to see that their duties are properly performed. C. With reference to assessments of the Association~ (1) To fix the amount of the Assessment against each member for each assessment period at least thirty (30) days in advance of such date of period; (2) To prepare and maintain a roster of the members and assessments applicable thereto which shall be kept by the officer of the Association and shall be opened to inspection by any member; and (3) To send written notice of each assessment to every member subject thereto. D. To issue or cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether any assessment has been paid. Such certificate shall be prima facie evidence of any assessment therein stated to have been paid. -VII DIRECTORS AND MEETINGS 1. The annual meeting of the Association shall be held at __.M. on the (day) in (month) of each year at the principal office of the Association, unless some other time and/or place is designated by the Board commencing in __(year). Regular meetings of the Board of Directors shall be held at such time and place as provided by appropriate resolution of the Board of Directors. 2. Notice of all meetings shall be given by the Secretary or other officer of the Association to each member (unless waived in writing). Each notice shall be written or printed.and shall state the time and place of and purpose for which the meeting is called, and shall be delivered or mailed to each member not less than 30 days prior to the date set for the meeting. If the day for a regular meeting shall fall on a holiday, the meeting shall be h~ld at the same hour on the first day following which is not a holiday. 3. Special meetings of the Board of Directors shall be held when called by the President or Vice President of the Association or by any three (3) Directors after not less than three (3) days notice to each Director. Special meetings of the Association may be called by the same persons who may call a meeting of the Board of Directors or by written request of persons holding thirty percent (30%) of the membership votes in the Association. 4. The transaction of any business at any meeting of the Board of Directors however called and noticed, or wherever held, shall be as valid as though made at a meeting duly held after regular call and notice, if a quorum is present, and if either before or after the meeting, each of the Directors not present signs a waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the corporate records and made part of the minutes of the meeting. 5. At any meeting of the Association, a quorum shall consist of persons entitled to cast a majority of votes of the entire membership within the Project and as to voting by the membership of a particular phase a quorum shall be persons entitled to cast a majority of votes within such phase. VIII OFFICERS 1. The officers shall be a President, a Vice President, a Secretary and a Treasurer, and such other officers as may be determined by the Board, in accordance with the Articles of Incorporation, to be from time to time appropriate. The President shall be a member of the board of Directors, but the other officers need not be. 2. The officers of the Association shall be elected by the Board of Directors at the annual meeting of the Board of Directors, which shall be held immediately following the annual meeting of the Association. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and qualified. 3. A vacancy in any office because of death, resignation or other termination of service, may be filled by the Board of Directors for the unexpired portion of the term. 4. All officers shall hold office at the pleasure of the Board of Directors. 5. The President shall preside at all meetings of the Board of Directors, shall see that orders and resolutions of the Board of Directors are carried out and sign all notes, checks, leases, mortgages, deeds, and all other written instruments. 6. The first Vice President designated by the Board of Directors if there is more than one (1) Vice President, shall perform all the duties of the President in his absence. The Vice President shall perform such other acts and duties as may be assigned by the Board of Directors. 7. The Secretary shall be ex officio the Secretary of the Board of Directors, and shall record the votes and keep the minutes of all proceedings in a book to be kept for that purpose. He shall sign all certificates of membership. He shall keep the records of the Association. He shall record in the book kept for that purpose all the names of the members of the Association together with their addresses as registered by such member. 8. The Treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed, by resolution of the Board of Directors, provided, however, that a resolution of the Board of Directors shall not be necessary for disbursements made in the ordinary course of business conducted within the limits of a budget adopted by the Board. The Treasurer may, but need not be a required signatory on checks and notes of the Association. 9. The Treasurer, or his appointed agent, shall keep proper books of accounts and cause an annual audit of the Association books be made by a certified public accountant at the completion of each fiscal year. He or his appointed agent shall prepare an annual budget and an annual balance sheet statement and the budget and balance sheet statement shall be open for inspection upon reasonable request by a member. IX BOOKS AND PAPERS The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any member. X SEAL The Association shall have a seal in circular form having within its circumference the words~ DELRAY BEACH HISTORIC HOMES PROPERTY OWNERS ASSOCIATION, INC., not for profit. XI AMENDMENTS Section 1. These Bylaws may be amended, at a regular or special meeting of the members, by vote of a majority of a quorum of members in each class membership present in person or by proxy, except that the Federal Housing Administration or the Veterans Administration while either of such entities has an interest, shall have the right to veto any of the above while there is a Class B membership. Section 2. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control; and in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control. CERTIFICATE The foregoing were adopted as the Bylaws of DELRAY BEACH HISTORIC HOMES PROPERTY OWNERS ASSOCIATION, INC., a corporation not for profit under the laws of the State of Florida, on , 1995. CERTIFICATION I, the undersigned, do hereby certify thatz I am duly elected and acting of DELRAY BEACH HISTORIC HOMES PROPERTY OWNERS ASSOCIATION, INC., a Florida corporation not for profit, and That the foregoing Bylaws constitute the original Bylaws of said Association, as duly adopted at a meeting of the Board of Directors thereof, held on the __ day of , 1995. IN WITNESS WHEREOF, I have hereunto subscribed my name ~nd affixed the seal of said Association, this __ day of , 1995. LETTER OF AGREEMENT i~,,~,,~ This Agreement is made by and between the State of Florida Department of State, Division of Historical Resources (hereinafter referred to as the Department), and the Community Redevelopment Agency of the City of Delray Beach (hereinafter referred to as the owner) for the purpose of the rehabilitation of a certain Property known as the Delray Beach Historic Houses, located at Northwest First Avenue between West Atlantic Avenue and Northwest First Street, Delray Beach, Palm Beach County, Florida. In consideration of the sum of $242,800.00 received in grant-in- aid assistance from the Department, the Owner hereby agrees to the following for a period of ten years from the date of project completion: 1. The Owner agrees to maintain said Property in accordance with good preservation practice and the ~ecretary of the Interior's Standards for Rehabilitation. 2. The Owner will not make any modifications to the Property, other than routine repairs and maintenance, without review of the plans and specifications by the Department's Bureau of Historic Preservation. 3. The Owner agrees that every effort will be made to design any modifications to the Property in a manner consistent with the Secretary of the Interior's Standards for Rehabilitation. This Letter of Agreement is entered into and executed on WITNESSES COMMUNITY REDEVELOPMENT AGENCY  OF THE CITY OF DELRAY BEACH . ..~ ~ature of ~, ' [.f~ ~,, ~_~_.~. Official Kevin E§an, Chairman of the Board Typed Name and Title of Authorized Official DEPARTMENT OF STATE J~EPH A. SOLE' ~sistant Secretary Plorida Department of State /' Community Redevelopment · Agency Delray Beach March 13, 1.995 Mr. David Fcrro Grants and Education Scction Bureau of Historic Prescrvmion R. A. Gray Buildng ~00 S~uth Bronough Street Tallahasscc, FL 32399 RE: Grant. s-in-Aid for Delray Beach Historic Homes D~x Mr. Fe, rro: Th~r,k you for your assistance in thc r~visions to thc above-mentioned grant. The following is a minor modification for one of the matching items entitled "Pirc Sprinklcr," in thc amount of $3,900. We offer the following as substitut~ to be entitled "Miscellaneous Work." "Monterey Chimney Repair "Monterey Carpet * Monterey Gallery Finish Painting ' Monterey Lavatories (2nd Floor) *Montercy Medicine Cabinets {2nd Floor) "l~onterey Tile R,~pair ' Monterey Fire Door Closers "Montta'~y Front & R~ar Door Steps Railings * Monterey/Bungalow Deck Steps Railings ' Bungalow I~ar Door Steps Railing The above items ~iI[ equal to or e. xceed $3,900. reciatecontacting me at earliest convenience. Thank again. your your you Christopher $. Brown Executive Director /d 24 N. Swinton Avenue, Delray Beach, FL 33444 /407~ ~TR-RRan / ~=,, la. n7~ 97R..¢!~.;.=1 Historic PrcscrvaL~on Gr:,nLsoin-A~d Appl~caLiOa ALL P~OJE~S PROJE~ BUDGET 11. Co~t E~timat~: Provid~ a dcmil~ breakdo~ of estimated cost for thi~ Grant Pro~t by major work showi~ dlstribu~ioa o[ gr~n~ sad mat~hiag [uads. I~- ~t~o~ 0 Sec~i~ Sys~ 1,600 0 Sp~er S~ ~e) 0 . 3.~900- S~ ~ 750 ' 0 ~ter~r ~ght~g ~es 2,~0 2,250 I{~'i~e ~o~c~ 6,900 1,600 ~s~~ S~e~si~ O !, 250 ~oject M~~t: $25/~ X 50 ~=s 0 1,250 ~ 13,050 13, { Tozai proi,'c: budget:.' 5,