Res 31-88 RESOLUTION NO. 31-88
A RESOLUTION OF THE CITY COUNCIL Of THE CITY
OF DELRAY BEACH, FLORIDA., REPEALING ~ESOLU-
TION-NO. 15-86. AND ENACTING A NEW RESOLUTION
AUTHORIZING PURSUANT TO THE CITY CHARTER OF
THE CITY OF DELRAY BEACH, FLORIDA. IN SECTION
2-7¢b) OF THE CODE OF ORDINANCES oF THE CITY
OF DELRAY BEACH. FLORIDA. THE EXCHANGE OF
CERTAIN REAL PROPERTY OWNED BY THE CITY OF
DELRAY BEACH AND OCEAN PROPERTIES, LTD.,
GENERALLY LOCATED IN SECTION 16. TOWNSHIP 46
SOUTH, RANGE 43 EAST: PROVIDING FOR THE TERMS
AND CONDITIONS OF SUCH EXCHANGE,
WHEREAS, the City of Delray Beach, Florida, is the
owner of property more ,particularly described as follows:
The South 50 feet of the North 65.5 feet of
Lot 15 of the Subdivision of fractional East
Half (E 1/2) of Section 16, Township 46
South, Range 43 East, Plat Book 1, Page 25,
Public Records of Palm Beach County, Florida.
WHEREAS. Ocean Properties, Ltd, is the owner of certain
real property more particularly described as follows:
A Parcel of land being a portion of Original
Lots .13, 14 & 15, OCEAN BEACH SUBDIyISION,
Section 16, Township 46 South. Range 43 East,
Delray Beach, Palm Beach County, Florida,
more particularly described as foliows:
Commencing at the intersection of the center
line of Atlantic Avenue and the East Right-
-of-Way line of Andrews' Avenue extended:
thence with said East Right-hi-Way line
Northerly 612.83 feet to the North line of
the South Half (S 1/2) ~f Original Lot 13:
thence with an interior angle tn the' l-It ~f
89 degrees 47' 30", 153.00 fee% along sa~d
North line of the South Half (S 1/2) of
Original Lot 13 in . an Easterly dire~tion to
the Point of Beginning; thence continuin~
along said North line, 314.95 feet in an
Easterly direction to the West Right-of-Way
line of Ocean Boulevard. (S.R. AIA): thence
with an interior angle to the ]eft of 81
degrees 18' 07", 57.66 feet in a Southerly
direction along said West Right-of-Way line:
thence with an interior angle to the left of
98 degrees 41' 53", 306.02 fee~ in a Westerly
direction; thence with an interior angle to
the left of 90 degrees ~2' 30", 57.00 feet in
a Northerly direction to the Point of Begin-
ning, containing 0.406 acres, more or less:
TOGETHER WITH
A Parcel of land being a portion of Original
Lots 13, 14 & 15, OCEAN BEACH KUBDIVTSION,
Section 18~ Township 46 South, Range 43 East.
Delray Beach, Palm BeaCh County.
more particularly described as follows:~
Com~ncing at the intersection of the center
line of Atlantic Avenue and the East Right-
of-Way line ,~f Andrews Avenue' extended:
thence with said East Right-of-Way line
Northerly 476~27 feet to %he Point of .Begin-
ning; thence continuing Northerly along
East Right-of-Way line 735.56 feet to the
North line of the South Half (S 1/2) of
Original Lot 13; thence with an interior
angle to the left of 89 degrees 47' 30'.',
153.00 feet ~long said North line of the
Sou~h Half (S 1/2) of Original Lot 13; thence
with an interior angle to the left of 90
degrees 12' 30", 136.00 fee% in a Southerly
direction; thence with an interior an~le to
the left of 90 degrees 00' 00", 153.00 feet
in a Westerly direction to the Point of
Beginning, containin~ 0.47.9 acres, more or
less.
WHEREAS, the City Council of the City ~f Delray Beach
has previously di~cussed and is of the opinion that it wou].d be
in the best interest of the City {o exchange the above-referenced
real property owned by the City for the above-referenced real
property owned by Ocean Properties. Ltd., upon the terms and
conditions set forth in this Resolution and its attachment. Such
property shall be exchanged in accordance with the terms and
conditions set forth in the [,and Exchange Agreement between the
parties which is attached hereto and expressly made a part
hereof, and which provides for the legal description of the
properties involved, the providing of evidence of title, the
payment of the cost for clo~%ng and renord~ng of the documents,
provides for conditions precedent t~ the closing which includes
the ,imposition of a land use restriction by the City in a form
acceptable to the City which restricts the use of the property
conveyed to Ocean Properties, Ltd. for the so.~e purpose of hotel
and conference center development in eon3unction with the exist-
in~ hotel complex located on Ocean Properties, Ltd.'s .holdings,
and which'makes certain poSt-closing requirements, including
Ocean Properties' obligation to construct a. park%6g lot at its
sole cost and expense on the Ocean Properties parcel concurrently
with the development of the Delray parcel, to demolish the
existing fire station located upon the DelraY parcel, to design
and construct retaining walls necessary for the east and south
boundaries of %he Ocean Properties parcel, and to obtain certain
performance and payment bonds.
NOW~ THEREFORE, BE .IT RE~O[,VED BY THE CITY COUNCIL OF
THE CITY OF DELRAY BEACH. FLORIDA. AS FOLLOWS:
Sec~ion._L_ That Resolution No. 15-86, be. and the same
is hereby, repealed.
S~ That the City Council of the City of Delray
Beach, Florida. does hereby authorize the Mayor to execute a
standard form general warranty de-d nf~the above-described real
property located in the City' of Delray Beach conveying same to
Ocean Properties. Ltd. in accordance w~th the terms and condi-
tions of the exchange as. set forth in this Resolution.
PASSED AND ADOPTED in regular session on this the 14th
day of June , 1988.
ATTEST: ...... -'-'~M ~-~ R-'--"-'-" -' '-
- 2 - Res° ~o. 31-88
LAND EXCHANGE AGREEHENT
THIS AGREF~ENT, made this da3f o£ ,1988, by
and betveen OCEAN PROPERTTES, LTD., a Florida limited partnership',
with-, its principal place of business at 8132 West Glades Road,
Boca Raton, Florida, 33434 (hereinafter re£erred to aa 'Ocean
Properties') and the CITY OF DELRA~ BEACH, FLORIDA, having its
principal place of business ak 100 Northwest ls~ Avenue, Delray
Beach, Florida, 33444 (hereinafter referred as 'Delray' or the
"City'] .
WITNESS ETH :
1. Description of Ocean Proge~ties Parcel. Ocean Properties,
in consideration of ONE DOLLAR and 00/100 ($1.00) paid, .the
receipt of which is hereby acknowledged, and other good and
valuable considerations, and of the conveyance by Delray hereinafter
agreed to be made, hereby agrees to convey to Delray that certain
cea1 property located in Palm Beach County, Flor. i-0a as more
particularly 0escribeO on Exhibit "A" attached hereto (hereinafter
referreO to as the "Ocean Properties Parcel").
2. DeSCription of Delrav Parcel, Delray, in consideration
of ONE DOLLAR and' 00/100 ($1.00) paid, the receipt of which is
hereby acknowledged, and other good and valuable considerations,
and of the conveyance by Ocean Properties hereinbefore agreed to
be made, hereby agrees to convey to Ocean Properties that certain
real property located in Palm Beach County, Florida as more
particularly described on Exhibit "B" attached hereto (hereinafter
referred to as the "Delray Parcel").
3. .R. esu~tina Properties. As a result of the conveyances
of the properties between the parties described in Paragraph 1
and the combination with existing holdings, Ocean Prope£Zies~
total property is described on Exhibit "C". These properties are
referred to herein as Ocean Properties~' holdings.
4. Property Value. For purposes of this Agreement the
value of the Ocean Properties Parcel shall .be deemed to equal the
value of the Delray Parcel.
5. Closinq Date. This transaction shall be closed and the
deeds ant1 possessio= shall be delivered within thirty (30) days
followin~ satisfactioE o£ the Conditions Precedent set forth in
Paragrap~ 10 hereof. The closing shall take place at the office~
of Delra~"s attorney' or at such other place in Palm Beach County
as Delra~ may.specify.
6. E~d~nce o~ Title.
On or before sixty (60) days following the effective
date of this Agreement, Ocean Properties shall deliver to Delray,
at Ocean ],roperties' expense, a title guaranty commitment.(together
with cop]es of all exceptions listed therein) in the amount of
$ issued by a title insurance company acceptable to
Delray, agreeing to 'issue to Delray upon the recording of the
deed heretofore mentioned, a title insurance policy in the amount
set forth above and insuring Delray*s title to the Ocean Properties
Parcel. The title commitment shall make no exceptions except
those agreed to by Delray and set forth in Exhibit "D" hereto.
In addition, on or before thirty (30) days following the effective
date of ti~is Agreement, Ocean Properties shall provide at i%s own
expense, a title guaranty commitment (together with copies of all
exception~3 listed therein) in the amount of $ , agreeing
to issue to Ocean Properties' upon the recording of the deed
beretofor(~ mentioned, a title insurance policy in the amoun~ set
forth abc.ye insuring Ocean Properties* title to the Delray
parcel. The title commitment shall make no. exceptions except
those agreed to by Ocean Properties set forth in Exhibit ~Eu
hereto.
If the title commitment for either the Ocean Properties
parcel o~ the Delray parcel contains encumbrances or title
defects other than those referred to in Exhibits "D" or ~E~
subject to which the parcels will be conveyed, (except that the
parties hereto agree that any matter which shall be discharged at
closing s~all not be considered an encumbrance or title defect
for the purpose of this Paragraph), 'the party insured by such
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commitment shalL, have fifteen (15) days. from receipt of the
commitmen~ ts-notify the issuing party of its objections to such
additional encumbrances or titie Cefects. If such notice is not
given within such fifteen (15) day period, the insured party
sh&11 be conclusively deemed to have waived all defects in, or
encumbrances on the title to the premises insured except such am
may occur subsequent to-the effective date of the commitment. If
the:insured party shall give valid notice.of defects or encumbrances,
and if said defects render title unmarketable or otherwise not
agreed to hereunder, the issuing party shall have ninety' (90)
days from receipt of the notice to cure such defects. I£ afte£ ''
said period the defects shall not have been cured% the insured
party shall have the option of: (1) accepting title as it the~
is; or (2) terminating this Agreement whereupon each. party shall
be released from all further obligations under this Agreement.
7. Survey. Either party hereto~ at such partyms expense,
within the time allowed to deliver the evidence of title and to
examine same as set forth in paragraph 5 above, may have the
Parcel which such party is to receive surveyed and certified by a
registered Florida surveyor. If the survey shows any encroachment
on the Parcel, the same shall be treated as a title defect.
8. ~temDs and Recordinq. Ocean Properties shall pay for
the state documentary stamps to be affixed to the deeds required
herein and the cost of drafting and recording any corrective
instruments required herein. The cost of recording the deeds
shall also be paid by Ocean Properties.
9. Documents for Closinq. The attorney or other agent
for Ocean Properties shall prepare the deeds, closing statements
and affidavits of liens and parties in possession for both
parties. Copies of the closing documents shall be provided to
Delrayms attorney for review and approval at least ten (10) days
prior to the scheduled closing date.
10. Cond~9~s Precedent to Closina. This Agreement is
subject to and conditioned upon the following conditions precedent
being s.atis£1ed within one hundred eighty (180) days, f~om'the
e~£ec~ive da~e o£ ~his Agzeement:
A.' 'As to the Delray Pa=cel., the imposition of a land
use £eetriction by
the use o£. such property for the purpose of hotel and conference
cente~ dev®lopmen~ an~ accessory uses in con~unction with the
existing hotel complex located on Ocean. Properties* holdings.
Any such land use restriction may be recorded, in the public
records by Delray~ in their sole discretion~ an~ shall, be
covenant running with the land and such land use restriction
shall not be considered a title defect or encumbrance. ~his.lan~
use restriction shall be released by the City on issuance o£ &
Certificate of Occupancy for the hotel expansion~ providing, the
Conditional Use Approval limits the use to hotel and acessory uses
only.
B. As to Ocean Properties' holdtngs~ Ocean Properties
at the£r expense shall obtain conditional use approval for the
expansion o~ the existing hotel
acknowledged by the pa~ties herein ~hat certain variances from
the City's O~dinances may be ~equi~ed in o~der to permit the
contemplated expansion of ~he existing hotel complex. Any
variances which may be ~equired fo~ said expansion shall be
applied for and shall be at the expense of the Clty~ however~
Ocean Properties shall cooperate in said applications and shall
provide the City with any info~mation Ocean Properties may have
in its possession in order to obtain said variances.
C. In the event any o~ the foregoing conditions
precedent are not filled within one hundred eighty (180) days of
the eifective date hereo£~ this-Ag~eement shall be terminated and
both parties hereto shall be released from all further obligations
under this Agreement unless the pa~ties mutually agree to extend
this Agreement in writing. ~he City agrees, to use its best
e£for~s to expedite all approval processes,required herein.
$1. pos~ Closino Reaui~ements. By execution hereof~ Ocean
Prope~ties acknowledges and agrees that i~ shall be responsible
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at its sole Cost and expense for the. commencement and completion
of the following matters following the closing o~ the property
exchange set forth herein=
A. To construct a parking lot on the Ocean Properties
Parcel in the location and in the manne£ designated by Delray,
and in substantial conformity to the site plan-referred to as __
· concurrently with the developmen~ o£ the Delray
Parcel.
B. To demolish the existing fire station located upon
the Delray Parcel lnunediately upon notif~cation by Delray tha= ~
the fire station to be constructed upon the O~ean Properties '
Parcel has been completed and occup~ed~
C. To design and construct the retaining walls
necessary for the East and South boundaries of the Ocean Properties
Parcel~ and
D. These requirements shall be completed on or before
completion by Ocean Properties of the hotel expansion and shall
be a condition precedent to the issuance of a C.O. for the hotel.
Ocean Properties shall provide general liability insurance in an
amount acceptable to the City during the construction period of
these requirements. The City shall be added as an additional
named insured on Items 11 A, B, anO C.
The provisions of this paragraph shall survive closing.
12. ~oil Te~ts and Other Inspections. Each party hereby
grants to the other, its agents and representatives, a license to
enter on its respective Parcel for the purposes of conducting any
soil tests· engineering reports, o= other ~nspecttons or tests on
such Parcel. If within thirty (30) days of the effective date of
this Agreement, such tests indicate the presence of unusual soil
conditions on either parcel which would prevent or seriously
hinder the immediate development of such Parcel as contemplated
herein, then the' party to receive title to such Parcel in accordance
with the terms hereof shall have the right to cancel th~s Agreement.
To the extent permitted by law, and as to Delray to the limits set
forth in Florida Statute §768.28, each party agrees to hold the
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othe~ harmless f£om any damage arising from tests conducted
requested by such party and further, agrees to pay all the
contractors and workman pe=formin9 the ~sts and to permit no
liens or encumbrances to be created on the Parcel as a result
thereof.
13. Prorations. Taxes, assessments, and all other
expenses of the Parcels, shall be prorate~ as of the date of.
closing. Taxes shall be prorated based upon the current yes=~s ''
tax with due allowance made fo= maximum allowabla discount. If
the closing occurs on a. date when the cu=ren= yes=~s taxes are not
fixed, and the current yea=~s assessment is available, taxes w~ll:
be prorated based upon such assessment and prior yea£~s m~llage...
If the current yea=rs assessment is not available, then taxes will
be prorated on the prior year~s tax. However, any tax
based on an estimate may, at the request of either party to the
transaction, be subsequently readjusted upon the receipt of the
tax bill.
14. Specia~ ~ssessment Liens, Certified,'confirmed and
ratified special assessment liens as of the date of closing (and
not as.of the effective date hereof) are to be paid by the party
conveying the Parcel against which such special assessment lien
has been filed, Pending liens as of the date of closing shall be
borne by the party conveying such Parcel.
15. Broke[st Each party hereto represents to the other
that there are no real estate brokers involved in this transaction.
Ocean Properties agrees to indemnify, hold harmless, and defend
Del=ay from the claims of any real estate broker claiming to have
dealt with Ocean Properties.'
16. Not~ce. Any notice, request, instruction or demand to
be given hereunde= shall be hand delivered to the other party
hereto or mailed by certified mail, return receipt requested,
with postage prepaid at the address set forth below or at such
addresses as the parties may hereafter specify in welting to-wit~
As to Ocean Properties=
Ocean Properties, Ltd.
8132 West Gladea Road
Boca Raton, Flo'rida 33434
Attention~ Tom McMurrain
Copy to: Alan J. C£klin, Esquire
Boose, Casey, Ciklin, Lubitz
Martens, McBane & OtConnell
515 No=th Flagle£ Drive
Suite 190Q
West Palm Beach, Florida 33401
As to Delray~
City of Delray Beach, Florida
100 N¢)rthwest Fi=st Avenue
Delray Beach, Florida 33444
Attentions City Manage=
.. COpy to~ Herbert W.A. Thiele, Esquire
City Attorney
310-Southeast Firs.t Street
Suite 4
Delray Beach, Florida 33483
17. Attorney's Fees and Cost. In connection with any
litigation arising out of this Agreement, the prevailing party
shall be entitled to recover all costs incurred, including
· reasonable attorney's fees, at trial and all appellate levels.
18. Entire Agreement. This Agreement sets forth all the
promises, covenants, agreements, conditions and understandings
between the parties hereto and supersedes all prior and
contemporaneous agreements and understandings, inducements or
conditi'ons and shall be binding on all successors in interest to
this Agreement.
19. ~ff~ctive Date. The e~fective date of this Agreement
shall be ~he date when the last one of Ocean Properties and
Delray has signed this Agreement.
20. ~ove=nina Law. This Agreement shall be governed by the
laws of the State of Florida as now and hereafter in force. The.
venue of any litigation arising out of this Agreement shall be
Palm Beach County, Florida'.
21. Land Exchanae Resolution. This Agreement may be made,
at Delrayts sole discretion, an attachment to any Resolution
adopted by Delray which authorizes the land exchange described
herein.
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IN WITNESS WHEREOF, the parties hereto have set their hands
and seals tho day and year first above written.
Signed, seale~ and OCEAN PROPERTIES, LTD.
delivered in the
presence of~
By: ,
CITY OF DELRAY BEACH, FLORIDA
By= , , Mayor
Attest~
City Clerk
Approved as to form and
legal sufficiency=
City Attorney.
STATE OF FLORIDA
COUNTY OF PALM BEACH .
I HEREBY CERTIFY that on this day, before me, an officer
duly authorized in the State 'aforesaid and the County aforesaid,
to take acknowledgments, personally appeared . ,
the of Ocean Properties, Ltd,, ko m& known
to be the person described in and who executed the foregoing
instrument and who acknowledged before me that he executed same.
WITNESS my hand and seal in the County. and State aforesaid
this day of , 1988.
Notary.Public
My Commission Expires~
STATE OF FLORIDA
COUNTY OF PALM BEACH
I HEREBY CERTIFY that on this day, before me, an offtceE
duly authorized in the State aforesaid and the County aforesaid,
to take acknowledgments, personally appeared ,
the Mayor of Delray Beach, Florida, to me known to be the person
described in and who executed the foregoing instrument and who
acknowledged before me that he executed same.
WITNESS my hand and seal in the county and State aforesaid
this day of , 1988.
Notary Public
My. Commission Expirest
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