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Res 48-95 RESOLUTION NO. 48-95 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, FLORIDA, AUTHORIZING THE CITY TO PURCHASE FROM SELLERS 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 SELLERS AND THE CITY OF DELRAY BEACH, FLORIDA. WHEREAS, the City of Delray Beach, Florida, wishes to acquire certain vacant property located on S.W. 7th Avenue to provide for housing pursuant to the City's Affordable Housing Program; and WHEREAS, the Sellers hereinafter named desire 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 described above. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, FLORIDA, AS FOLLOWS: ~ That the City Commission of the City of Delray Beach, Florida, as Buyer, hereby agrees to purchase from Lillie R. Randolph, Kenneth Baker and Keith Baker, as Sellers, land to provide for affordable housing opportunities for low income individuals, for the purchase price of Seven Thousand Five Hundred and 00/100 Dollars ($7,500.00), less existing liens, and other good and valuable consideration; said parcel being more particularly described as follows: South 50 feet of North 200 feet of East 131.39 feet of West 156.39 feet of Block 16, TOWN OF DELRAY, according to the Plat thereof on file in the Office of the Clerk of the Circuit Court in and for Palm Beach County, Florida, recorded in Plat Book 1 at Page 3. Section 2. That the costs of closing and transactions, title insurance, document preparation and attorney's fees shall be borne by the City of Delray Beach, Florida. Section 3. That the terms and conditions contained in the Contract for Sale and Purchase and Addenda thereto between the City of Delray Beach, Florida, and the Sellers as hereinabove named are incorporated herein. PASSED AND ADOPTED in regular session on this the llth day of July, 1995. ATTEST: - - City ~l~rk - 2 - Res. No. 48-95 CONTRACT FOR SALE AND PURCHASE LILLIE R. RANDOLPH, a single woman, KENNETH BAKER and KEITH BAKER, as tenants in common, ("Sellers"), of Delray Beach, Florida, and CITY OF DELRAY BEACH, a Florida municipal corporation, ("Buyer"), hereby agree that the Sellers shall sell and the Buyers shall buy the following real property ("Real Property") upon the following terms and conditions which include the standards for real estate transactions included in this instrument: I. DESCRIPTION: South 50' of North 200' of East 131.39' of West 156.39' of Block 16, TOWN OF DELRAY, according to the plat thereof on file in the Office of the Clerk of the Circuit Court in and for Palm Beach County, Florida, recorded in Plat Book 1 Page 3. II. PURCHASE PRICE ............................................. $7,500.00 III. TIME FOR ACCEPTANCE; EFFECTIVE DATE: 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 May 31, 1995, the deposit(s) will, at Buyer's option, be returned to Buyer and the offer withdrawn. The date of this Contract ("Effective Date") will be the date when the last one of the Buyer and the Seller has signed this offer. IV. TITLE EVIDENCE: At least 7 days before closing date, Buyer shall obtain a title insurance commitment. V. CLOSING DATE: This transaction shall be closed and the warranty deed and other closing papers delivered on or before July 31, 1995, unless extended by other provisions of Contract. VI. RESTRICTIONS; EASEMENTS; LIMITATIONS: Buyer shall take title subject to: zoning, restrictions, prohibitions and other requirements imposed by governmental authority; restrictions and matters appearing on the plat or Otherwise common to the subdivision; public utility easements of record (easements are to be located contiguous to Real Property lines and not more than 10 feet in width as to the rear or front lines and 7 ½ feet in width as to the side lines, unless otherwise specified herein); taxes for year of closing and subsequent years; assumed mortgages and purchase money mortgages, if any; provided, that there exists at closing no violation of the foregoing and none of them prevents the use of Real Property for residential purpose. VII. OCCUPANCY: Seller warrants that 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 D. Seller agrees to deliver occupancy of Property at time of closing unless otherwise stated herein. If occupancy is to be delivered before closing, Buyer assumes all risk of loss to Property from date of occupancy, shall 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. VIII. TYPEWRITTEN OR HAND~TTEN PROVISIONS: Typewritten or handwritten provisions shall control all printed provisions of Contract in conflict with them. IX. ASSIGNABILITY: Buyer may assign Contract. X. SPECIAL CLAUSES: 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 L 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 ("FIR.PTA"): Except as otherwise provided herein, Buyer, pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended ("Section 1445") and the regulations promulgated thereunder ("Regulations"), shall be required to withhold such amount as is necessary to comply with the Regulations and shall timely remit to the Internal Revenue Service the amount so withheld along with properly completed remittance forms. 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 lesser amount as is required by the applicable Withholding Document, as the case may be, and shall submit the amount so withheld to the Internal Revenue Service along with properly completed remittance forms. In addition, if Seller, prior to closing, satisfies those Regulations 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 as 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 -2- determination is made regarding said application at which time said mount shall be disbursed in accordance with said final determination. In the event insufficient cash is paid by Buyer at closing to fund the Buyer's withholding obligation, Seller shall deliver to Buyer at closing the amount of additional cash nec6ssary 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 Regulations, all or such portion of said additional amount due to Seller as Buyer deems necessary to comply with Section 1445 and to remit the amount so withheld and report such information as required under the Regulations to the Internal Revenue Service. C. This contract is contingent .upon the CITY OF DELRAY BEACH'S City Commission approving this Contract within twenty-one (21) days following its execution by the Seller. D. The parties warrant and agree that there is no broker involved in this transaction. E. The soil, surface water, drainage requirements and nmoff availability, geological conditions, and environmental state of the property being purchased must be acceptable to Buyer in Buyers' discretion. This shall be determined by test boring and other soil, geological and engineering studies which may be conducted by Buyer at Buyer's expense within the time permitted for delivery of evidence of title herein. Notice of the result of such testing shall be furnished to Seller. During the term of this Contract, the Buyer, or Buyer's employees, agents, representatives, or assigns, shall have full and complete right 'to enter upon the property for the purpose of making any and all inspections, tests and studies of the property. In the event said conditions disclosed by such inspections are unacceptable to Buyer, the Buyer shall have the right to cancel this Agreement and receive a refund of all deposit monies paid hereunder. STANDARDS FOR REAL ESTATE TRANSACTIONS A. F~ilJtg~ILTJ~: A title insurance commilmcnt issued by a Florida licensed title insurer agreeing to issue to Buyer, upon recording of warranty deed to Buyer, an owner's policy of title insurance in thc amount of thc purchase price, insuring Buycr's title to real property, subject only to liens, encumbrances, exceptions or qualification set forth in this agreement and those which shall bc discharged by Seller at or before closing. Seller shall convey a marketable title subject only to liens, cncumbrunces, exceptions or qualifications set forth in this agreement and those which shall be discharged by Seller at or b~forc closing. Marketable title shall bc determined according to applicable title standards adopted by authority of Thc Florida Bar and in accordance with law. If title is found defective, Buyer shall notify Seller in writing specifying defect(s). If the defect(s) render title unmarketable, Seller will have one hundred twenty (120) days from receipt of notice within which to remove thc defect(s), falling which Buyer shall have thc option of either accepting thc title as it then is or demanding a refund of deposit(s) paid which shall immediately bc returned to Buyer; thereupon Buyer and Seller shall release one another of all further obligations under the agreement. Seller will, if title is found unmarketable, usc diligent effort to correct defect(s) in title within thc time provid.cd thcrc£or, including thc bringing of necessary suits. -3- B. Survey: Buyer, at Buyer's expense, within time allowed to deliver evidence of title and to examine same, may have real property surveyed and certified by a registered Florida surveyor. If survey shows encroachment on real property or that improvements located on real property encroach on setback lines, easements, lands of others, or violate any restrictions, agreement covenants or applicable governmental regulation, the same shall constitute a title defect. C. ~: Seller warrants and represents that there is ingress and egress'to the real property sufficient for the intended use as described herein, title to which is in accordance with Standard A. D. L~as~s: Seller shall, not less than fii~een (15) days before closing, furnish to Buyer copies of all written leases and estoppel letters from each tenant specifying the nature and duration of the tenant's occupancy, rental rates, advanced rent and security deposits paid by tenant. 'If Seller is unable to obtain such letter from each tenant, the same information shall be furnished by Seller to Buyer within that time period in the form of a Seller's affidavit, and Buyer may thereal~er contact tenants to confirm such information. Seller shall, at closing, deliver and assign all original leases to Buyer. E. Liens: Seller shall furnish to Buyer at time of closing an affidavit attesting to the absence, unless otherwise provided for herein, of any £mancing statements, claims of lien or potential iienors known to Seller and further attesting that there have been no improvements or repairs to property for ninety (90) days immediately preceding date of closing. If property has been improved, or repaired within that time, Seller shall deliver releases or waivers of mechanics' liens executed by all general contractors, subconlxactors, suppliers, and materialmen in addition to Seller's lien affidavit setting forth the names of all such general contractors, subcontractors, suppliers and materialmen and further afl'u'ming that all charges for improvements or repairs which could serve as a basis for a mechanic's line or a claim for damages have been paid or will be paid at closing. F. Place of Closing: Closing shall be held in the county where real property is located, at the office of the attorney or other closing agent designated by Seller. G. Time: Time is of the essence of this agreement. Time periods herein of less than six (6) days shall in the computation exclude Saturdays, Sundays and state or national legal holidays, and any time period provided for herein which shall end on Saturday, Sunday or legal holiday shall extend to 5:00 p.m. of the next business day. H. Documents for Closing: Seller shall furnish warranty deed, bill of sale, mechanic's lien aff~davit, assignments of leases, tenant and mortgagee estoppel letters, and corrective instruments. Buyer shall furnish closing statement, mortgage, mortgage note, security agreement, and financial statements. I. ~: Documentary stamps on the warranty deed and recording corrective instruments shall be paid by Seller. Recording warranty deed shall be paid by Buyer. J. Prorations: credits: Taxes, assessments, rent, interest, insurance and other expenses and revenue of property shall be prorated through day before closing. Buyer shall have the option to taking over any existing policies of insurance, if assumable, in which event premiums shall be prorated. Cash at closing shall be increased or decreased as may be required by prorations. Prorations will be made through day prior to occupancy if occupancy occurs before closing. Advance rent and security deposits will be credited to Buyer and escrow deposits held by mortgagee will be credited to Seller. Taxes shall be prorated based on the current year's tax with due allowance made for maximum allowable discount, homestead and other exemptions. If closing occurs at a date when the current year's milage ~ not fixed, and current year's assessments is available, taxes will be prorated based upon such assessment and the prior year's milage. If current year's assessment is not available, then taxes will be prorated on the prior year's tax. If there are completed improvements on real property by January 1st of year of closing which improvements were not in existence on January 1st of the prior year then taxes shall be prorated based upon the prior year's milage and at an equitable assessment to be agreed upon between the parties, failing which, request will be made to the County Property Appraiser for an informal assessment taking into consideration available exemptions. Any tax proration based on an estimate may, at request of either Buyer or Seller, be subsequently readjusted upon receipt of tax bill on condition that a statement to that effect is in the closing sustement. K. S_eecial Assessment Liens: Certified, con.firmed and ratified special assessment liens as of date of closing (and not as of Effective Date) are to be paid by Seller. Pending liens as of date of closing shall be assumed by Buyer. If the improvement has been substantially completed as of Effective Date, such pending lien shall be considered as certified, confirmed or ratified and Seller shall, at closing, be charged an amount equal to the last estimate of assessment for the improvement by the public body. L. Inspection. Repair and Maintenance: Seller wan-ants that, as of ten (10) days prior ~o closing, the ceiling, roof (including the fascia and soffits) and exterior and interior walls do not have any VISIBLE EVIDENCE of leaks or water damage and that the septic tank, pool, all major appliances, heating, cooling, electrical, plumbing ~stems and machinery are in WORKING CONDITION. Buyer may, at Buyer's expense, have inspections made of those !terns by an appropriately Florida license persot~ dealing in the construction, repair or maintenance of those items and shall repor~ in writing to Seller such items that do not meet the above standards as to defects together with the cost of correcting them, prior to Buyer's occupancy or not less than ten (10) days prior to closing, whichever occurs first. Unless Buyer reports such defects within that time Buyer shall be deemed to have waived Seller's warranties as to defects not reported. If repairs or replacement are required, Seller shall pay up to three percent (3%) of the purchase price for such repairs or replacements by an appropriately Florida licensed person selected by Seller. If the cost for such repairs or replacement exceeds three percent (3%) of the purchase price, Buyer or Seller may elect to pay such excess, falling which either party may cancel this agreement. If Seller is unable to correct the defects prior to closing, the cost thereof shall be paid into escrow at closing. Seller will, upon reasonable notice, provide utilities service for inspections. Between the effective date and the closing, Seller shail maintain property including but not limited to the lawn and shrubbery, in the condition herein warranted, ordinary wear and tear excepted. Buyer shall be permitted access for inspection of propen'y prior to closing in order to con£u'm compliance with this standard. M. ~: If the property is damaged by fire or other casualty before closing and cost of restoration does not exceed the purchase price of the property so damaged, cost of restoration shall be an obligation of the Seller and closing shall proceed pursuant to the term so the agreement with restoration costs escrowed at closing. If the cost of the restoration exceeds three percent (3%) of the assessed valuation oftbe improvements so damaged, Buyer shall have the option of either taking property as is, together with either the three percent (3%) or any insurance proceeds payable by virtue of such loss or damage, or of cancelling the agreement and receiving return of deposit(s). N. Escrow: Any escrow agent ("Agent") receiving funds or equivalent is authorized and agrees by acceptance of them to deposit them promptly, hold same in escrow and, subject to clearance, disburse them in accordance with terms and conditions of agreement. Failure of clearance of funds shall not excuse Buyer's performance. If in doubt as to Agent's duties or liabilities under the provisions of agreement, Agent may, at Agent's option, continue to hold the subject ma~er 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 par~ies or Agent may deposit with the clerk of the circuit court having jurisdiction of the dispute. Upon 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. (1987), as amended. Any suit between Buyer and Seller where Agent is made a party because of acting as Agent hereunder, or in any suit wherein Agent interpleads the subject matter of the escrow, Agent shall recover reasonable attorney's fees and costs incurred with the fees and costs to be charged and assessed as court costs in favor of the prevailing party. Parties agree that Agent shall not be liable to any pan'y or person for misdelivery to Buyer or Seller of items subject to this escrow, unless such misdelivery is due to willful breach of contract or gross negligence of Agent. O. Failure of Performance: If Buyer fails to perform this Contract within the time specified Buyer and Seller shall be relieved of all obligations under Contract. If, for any reason other than failure of Seller to make Seller's title marketable a~er 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 waiving any action for damages resulting from Seller's breach. P. A?eement Not Recordable: Persons Bound: Notig¢: Neither this agreement nor any notice of it shall be recorded in any public records. This agreement shall bind and enure to the benefit of the parties and their successors in interest. Whenever the context permits, singular shall include plural and one gender shall include all. Notice given by or to the attorney for any party shall be as effective as if given by or to that party. Q. Conveyance: Seller shall convey the property by way of Warranty Deed subject to an easement for any utilities that may exist and lie on the property. -5- R. Other A?e~ments: No prior or present agreements or r~presenlations 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. S. Warranties: Seller warrants that there are no fac~ known to Seller materially affeclin, g the value of the real properly which are not readily observable by Buyer or which have not be~n disclosed to Buyer. BUYER: SELLERS: City of~D~/_Beach, Florida Lillie R. P~dolph T~°~a'f~ ~?~, Mayor ATTEST: Kenn h Baker City Clerk '- Approve_._d as to Form:tx Keith .~~~~~ City Attorney State of Florida County of Palm Beach The foregoing instrument was acknowledged before me this 2~ day of. . , I995 by LILLIE R. RANDOLPH, who is personally known to me or who has produced ~ ,~ , (type of identification) and who did (did not) take Signature of Notary Public- State of Florida ...... .,. P,. O. ~S~ 11 ~ , . . ., ~1~8: ~ iS, lg~J' l} . ' Notary Public -6- State of Florida County of Palm Beach The foregoing instrument was acknowledged before me this ?~ day of /b~ ~fi/ , 1995 by KENNETH BAKER, who is personally known to me or who has produced ~"~',,-,~', t'// t4 ,d,,~ ,'~,~ t~'~¥pe of 'identification)and who ~t).take an oath. , ,, ....... _ ......... Signature of Notary Public- ."'.'i~,a a.o. ~ [| State of Florida Print, Type or Stamp Name of Notary Public State of Florida County of Palm Beach The foregoing instrument was acknowledged before me thisbe.~ day of ~ 1995 by KEITH BAKER, who is personally known to me or who has produced ~, /._ (type of identification) and who died not) take an oath. Signature of Notary Public- State of Florida Print, Type or Stamp Name of Notary Public -7- RECEIVED JUN 2. § 1995 £1T¥ OF DELRR¥ BER[H ....... CITY ATTORNEY'S OFFICE 200 NW 1st AVENUE' DELRAY BEACH, FLORIDA 33444 FACSIMILE 407/278-4755 Writer's Direct Line: (407) 243-7090 DELRAY BEACH Ali. America City MEMORANDUM 1 993 TO: City Commission FROM: David N. Tolces, Assistant City Attorne~ SUBJECT: Contract for Purchase of Randolph-Baker Property - S.W. 7th Avenue Assignment to Habitat for Humanity The attached resolution, if approved, will authorize the City Attorney's Office to proceed with the acquisition of a vacant parcel on S.W. 7th Avenue from Lillie Randolph, Kenneth Baker and Keith Baker. The contract authorizes the purchase for $7,500.00. Concurrently with the execution of the contract, City Commission should consider approving the Assignment Agreement between the City and Habitat for Humanity of Boca/Delray, Inc. If Commission approves the assignment, the City will assign its rights in the Randolph-Baker purchase contract to Habitat for Humanity. The City will pay the purchase price and all costs at closing, and title to the property will vest in Habitat for Humanity. Our office recommends approval of the resolution authorizing the execution of the contract with Lille Randolph, Kenneth Baker and Keith Baker, and the approval of the assignment contract between the City and Habitat for Humanity. Please call if you have any questions. DNT:smk ~ Attachments 079 ~//,..,_, cc: David T. Harden, City Manager '7////''Ab Alison MacGregor Harty, City Clerk Lula Butler, Director of Community Improvement Dorothy Ellington, C.D. Program Coordinator baker.dm Printed on Recycled Paper ASSIGNMENT AGREEMENT THIS ASSIGNMENT AGREEMENT is made arid entered into this day of , 1995, by and between the CITY OF DELRAY BEACH, (hereinafter referred to as "CITY"), and HABITAT FOR ~ OF BOCA- DELRAY (hereinafter referred to as "HABITAT"). WITNESSETH: WHEREAS, the CITY is the contract purchaser under that certain Contract for Sale and Purchase for the property described in the attached Contracts, copies of which are attached hereto (hereinafter referred to as the "Contracts"); and WHEREAS, the CITY desires to assign all of its right, title and interest in and to the said Contracts to HABITAT; and WHEREAS, the HABITAT is desirous of acquiring the rights in the subject Contract; and WHEREAS, the CITY desires to assist HABITAT in acquiring the subject property as part of its Affordable Housing Program. NOW, THEREFORE, in consideration of the sum of Ten and no/100 Dollars ($10.00) and other good and valuable consideration from one party to the other, the receipt and adequacy of which is hereby acknowledged, it is agreed as follows: 1. The CITY hereby assigns, without recourse, all of its right, title and interest in and to the certain Contracts attached hereto to HABITAT. 2. HABITAT hereby accepts such asSignment. 3. The CITY shall process all documents for closing the Contracts. At closing, CITY shall pay to the closing agent sums equal to the purchase price of the property and additional closing costs as indicated in the closing statement in order to provide HABITAT with the required funds to close. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: CITY OF DELRAY BEACH, FLORIDA By: City Clerk Approved as to Form: City Attorney ATTEST: HABITAT FOR HUMANITY OF BOCA- DELRAY assign- 1.agt 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, for municipal purposes, more particularly described as follows: South 50' of North 200' of East 131.39' of West 156.39' of Block 16, TOWN OF DELRAY, according to the plat thereof on file in the Office of the Clerk of the Circuit Court in and for Palm Beach County, Florida, recorded in Plat Book 1, Page 3. Subject to easements, restrictions, limitations, and other matters of record for the purchase price of $7,500.00 less existing liens 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 July 11, 1995. CITY OF DELRAY BEACH, FLORIDA Alison MacGregor Harry City Clerk PUBLISH: The News June 30, 1995 July 7, 1995