Res No. 89-18 ....... _.__...._ .... _ ..-...._...
RESOLUTION NO. 89-18
A RESOLUTION OF THE CITY OF DELRAY BEACH,
FLORIDA APPROVING A LEASE AGREEMENT WITH THE
DELRAY BEACH HISTORICAL SOCIETY FOR THE USE OF
THE CASON COTTAGE; AUTHORIZING THE QTY
MANAGER TO EXECUTE THE LEASE AGREEMENT AND
TAKE ALL ACTIONS NECESSARY TO EFFECTUATE THIS
�i LEASE AGREEMENT;AND FOR OTHER PURPOSES.
WHEREAS,the City of Delray Beach("City") is authorized to enter into agreements to provide
services,programming and products in accordance with its Charter; and
WHEREAS, the City desires to enter into a new lease with the Delray Beach Historical Society
for the use of Cason Cottage,the 1926 Historic Bungalow,and the Hunt House for a period of ten years,
with an option to renew for two additional five-year terms.
W]HEREAS,the City Commission deems approval of this Resolution to be in the best interest of
the health, safety, and welfare of the residents and citizens of the City of Delray Beach and the public at
large.
NOW, THEREFORE, BE IT ORDAINED BY THE QTY COMMISSION OF THE CITY
OF DELRAY BEACH,FLORIDA,AS FOLLOWS:
Section 1. The foregoing recitals are hereby affirmed and ratified.
Section 2. The City Commission of the City of Delray Beach has reviewed and hereby
approves this Lease Agreement between the City and the Delray Beach Historical Society, which is
attached to this Resolution as Exhibit A.
Section 3. The City Commission authorizes the City Manager to execute the Lease
Agreement and any amendments and/or renewals thereto, and take any other actions necessary to
effectuate this Lease Agreement.
Section 4. This Resolution shall become effective immediately upon adoption.
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PASSED AND ADOPTED in regular session on the day of— ,2018.
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ATfEST el MAY O
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f Katerri Johnson, City Jerk
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Max Lo , CityAttorney
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LEASE AGREEMENT FOR THE CASON COTTAGE MUSEUM, 1926 HISTORICAL
BUNGALOW AND THE HUNT HOUSE
THIS LEASE AGREEMENT (hereinafter referred to as"Lease") is made and entered
into as of the Vi"day of ��E�,;�� , 2018, (the "Effective Date") by and between the City
of Delray Beach, a Florida Municipal Corporation (hereinafter referred to as "Lessor", "City",
or "Landlord") and the Delray Beach Historical Society, a Florida not-for-profit
corporation, (hereinafter referred to as "Tenant", "DIIHS", or"Lessee").
WITNESSETH:
WHEREAS, the Lessee is a Florida not-for-profit corporation which was organized for
the purpose of collecting, preserving, cataloging, displaying, and using for educational purposes,
material and data pertaining to the history of Florida and the City of Delray Beach, as now or
hereafter constituted. It is the stated goal of Lessee to preserve and perpetuate historic spots and
places and to promote public interest in, and further in every way interest in the historic past of
Florida and Delray Beach; and,
WHEREAS, the Lessor and Lessee had previously entered into a Renewal of Lease
Agreement for Cason Cottage Property, dated October 19, 2007, for the use of certain buildings
known as the Cason Cottage, the 1926 Historic Bungalow, and Hunt House for a period of ten
(10) years. The Renewal which was subsequently amended on September 17, 2008 to add public
parking, and amended again on May 25, 2009 to permit leasing the premises to third party
events, and amended again for a third time on November 2, 2010 to permit the tenant to continue
to utilize the Cason Cottage property for a museum, office, educational facility, and archival
storage facility. The Lessee remains in possession as a holdover tenant; and,
WHEREAS, Lessor and Lessee had previously entered into a ten (10) year lease for the
property which expired upon February 5, 1999 and which provided for renewal of the lease upon
the express written consent of the parties; and,
WHEREAS, the Hunt House is subject to a tri-party agreement between the City, DBHS,
and Palm Beach County to keep the Archive Room open to the public. The agreement is known
as the "Agreement between Palm Beach County, the City of Delray Beach, and the Delray Beach
Historical Society, Inc. for funding of a Learning Center and Archival Storage facility" dated
November 20, 2007 (the County Agreement); and,
WHEREAS, Lessee agrees to utilize the Cason Cottage Property for a museum, office,
Educational Facility, and Archival Storage Facility; and,
NOW THEREFORE, based upon the mutual agreements, promises, and covenants
contained herein, and for good and valuable consideration, Lessor and Lessee agree as follows:
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ARTICLE I -DESCRIPTION OF PROPERTY; TERM
1.1. Description of Property. Lessor hereby leases to Lessee and Lessee hereby
leases from Lessor certain buildings known as the Cason Cottage, the 1926 Historic Bungalow,
and Hunt House, (collectively hereinafter the "Building") and land on which the Building is
located and which is appurtenant thereto ("band"), as shown and described on Exhibit "A",
which is attached hereto, and made a part of this Lease, which has a physical address of 3 NE Pt
Street, Delray Beach, Florida. All of the Land and real property underlying or adjacent thereto,
with all improvements thereon, including the Building, shall be referred to collectively as the
"Premises" or the "Cason Cottage Property".
1.2. 'Term. Lessee shall have and hold the Premises for a term (hereinafter referred to
as the "'Term" or "Initial Term") commencing on October 1, 2018 ("Commencement Date")
and expiring on, September 30, 2028, unless terminated sooner or extended as provided herein
(the "Expiration Date"). For the purposes of this Lease, a "Lease Fear" shall be defined as the
fiscal year of the Lessee.
1.3. Option to Renew. Provided the Lessee is not in default of this Lease or any of
the covenants or undertakings contained in this Lease, then and in such event, this Lease shall
automatically renew for two 2 successive additional periods of five 5 years (each being an
"Option Term") unless Lessee gives the Lessor written notice of Lessee's election not to renew
which notice must be delivered to Lessor not less than ninety (90) days prior to the expiration of
the then existing Term or Option Term. Such notice shall be sent to the Lessor either by
registered or Certified Mail, Return Receipt Requested, and be properly addressed to the Lessor.
Each Option Term shall be upon the same terms, covenants and conditions as provided in this
Lease for the initial Term.
1.4. Early Termination Without Cause. Notwithstanding anything to the contrary
contained in this Lease, either Lessor or Lessee may terminate this Lease, without cause and
without prejudice to any other right or remedy, by sending the other party written notice of
termination of this Lease (specifying the effective date of termination) not less than one-
hundred eighty (180) days before the effective date of termination. Termination of the Lease
shall not constitute a waiver or release of any rights or claims that had accrued thereunder prior
to termination.
1.5. Early Termination for Criminal Misconduct. Lessee represents and warrants
that neither the Lessee nor any current or former officer of lessee, within the last three 3 years
of the Effective Date, has been convicted of a public entity crime, as defined in Florida Statute
Chapter 287. In the event Lessee, or any current officer of Lessee, has been convicted of a
public entity crime as defined in Florida Statute Chapter 287 within the last three (3), years of
the Effective Date, the Lessor may terminate this Lease immediately by giving written notice to
the Lessee.
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ARTICLE II- RENT
2.1. Base AnnualRent; bate Charge; Sales Tax. Lessee shall pay in advance to the
Lessor, without prior demand, in lawful money of the United States, on the first day of each
Lease year commencing on October 1, 2018, without any deduction or off-set whatsoever
throughout the term of this, Base Annual Rent, plus applicable sales taxes. During the term of
this Lease, Base Annual Rent is One and No/100 Dollars ($1.00), plus applicable sales taxes, if
any. Such payment shall be made at the office of the Lessor as set forth in this Lease, or at such
place Lessor may from time to time designate by written notice directed to Lessee at the
Premises. Lessee shall pay the first year's rent at the time of execution of this Lease in order to
guarantee the Lessee's faithful performance of its obligations as provided in this Lease.
2.2. Security Deposit. No security deposit is required.
2.3. Taxes.
a. Ad-Valorem/Non Ad-Valorem Taxes. Lessor and Lessee acknowledge
that the Premises are presently exempt from the payment of Ad-Valorem real estate taxes and
that the Lessor is responsible for the payment of any Non Ad-Valorem taxes and assessments.
Lessor acknowledges and agrees that in the event of any change in the law or sale of the
Premises which results in the Premises being subject to the payment of any Ad-Valorem, Non
Ad-Valorem or other real estate taxes or assessments, that Lessor shall be responsible for the
payment of any and all real property taxes as well as any special assessments imposed against the
Premises. Lessee acknowledges and agrees that in the event, during the Lease Term, it is
determined that the property loses its exemption from ad valorem taxation due solely to conduct
by the Lessee and it is determined that taxes are due and owing resulting solely from such
conduct of Lessee, it shall be the Lessee's responsibility to remit any tax payments to the Lessor
or the applicable taxing authority. Lessor and Lessee acknowledge that Lessee is presently
exempt from the payment of tangible personal property taxes levied or assessed upon all of
Lessee's equipment, furniture, fixtures, and any other personal property located in the Premises.
In the event of a change in law that results in the imposition of any personal tangible property tax
on Lessee's equipment, furniture, fixtures and other personal property, then and in such event,
Lessee shall pay, or cause to be paid, before delinquency, any and all taxes so levied or assessed
which become payable during the Term hereof upon all of Lessee's equipment, furniture,
fixtures, and any other personal property located in the Premises.
b. Sales Tax. To the extent applicable, Lessee shall at all times be
responsible for the payment of any Florida Sales Tax arising out of or associated with this Lease,
if any. Lessee shall provide to Lessor at the time of execution of the Lease, and at each renewal
thereafter, a copy of its certificate of tax exemption.
2.4. Payment Without Notice or Demand. The Base Rent called for in this Lease
shall be paid to Lessor without notice or demand, and without counterclaim offset, deduction,
abatement, suspension, deferment, diminution or reduction. Lessee hereby waives all rights now
or hereafter conferred to any offset, deduction, abatement, suspension, deferment, diminution or
reduction of the Base Rent on account of any such circumstances or occurrence.
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2.5. Additional Rent. All monetary obligations owed by Lessee to Lessor under this
Lease shall be deemed Rent.
2.6. Place of Payment. All payments of rent, or any other charges imposed pursuant
to this Lease shall be made and paid by Lessee to:
Delray Beach Treasurer
City of Delray Beach
100 N.W. 1st Avenue
Delray Beach, Florida 33444
or at such other place as Lessor may, from time to time, designate in writing to Lessee.
All payments shall be payable in current legal tender of the United States, as the same is then by
law constituted.
2.7. Late Payment Charge. In the event any annual installment of Rent and/or other
charges is not paid within ten 10 days of its due date, as set forth in this Lease, Lessee agrees to
pay as a late charge an amount equal to five percent (5%) of the annual installment of Rent that
is due and payable as compensation to Lessor for its additional administrative expenses in
processing late payments.
ARTICLE III—GROSS LEASE
3.1 Gross Lease. Lessor acknowledges and agrees that this Lease shall be a "Gross
Lease" to the Lessee except as otherwise provided herein. Lessor shall pay the charges,
impositions, costs and expenses relating to environmental matters, fire and life safety codes,
employee health and safety, with respect to the Buildings and the exterior portions of the
Premises.
ARTICLE IV-USE OF PREMISES
4.1. Permitted Uses. The Lessee shall use the Premises only to operate a public not-
for-profit, I.R.C. Section 501 (c)(3) tax exempt museum, educational facility, archival storage
facility, and for all such uses and any incidental uses permitted by Lessor in connection therewith
(collectively herein after referred to as the "Permitted Use"). Subject to the Permitted Use, it is
understood and agreed that the Lessee may charge a reasonable admission fee to the public for
exhibits, cultural events, and other presentations.
4.2. No Discrimination. With the exception of employee-only work areas, Lessee
shall ensure that the Premises are accessible and open to the public (subject to reasonable
admission fees) and that the Permitted Use appeals to and promotes the diverse demographics of
the City's population. Lessee specifically covenants and agrees that Lessee shall not discriminate
against or segregate any person or group of persons on account of race, sex, creed, color, national
origin, genetic information, ancestry, religion, disability, marital status, familial status, age,
sexual orientation, gender identity or expression in the occupancy, use, tenure or enjoyment of
the Premises. Lessee shall endeavor to ensure that the Permitted Use provided by Lessee is
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market appropriate and of the highest quality attainable. It is mutually agreed that a condition for
the granting of this Lease is the active and continuous use of the Premises for the Permitted Use.
4.3. No Unlawful Use. Lessee shall not use or permit the use of the Premises or any
part thereof for any unlawful purpose, or in violation of any ordinances, laws, rules or
regulations of any governmental body now in force or which may hereafter be in force. Lessee
shall comply with all recorded covenants which encumber the Premises, and all rules and
regulations relating to fire and life safety systems. Lessee shall not do or permit any act which
would constitute a public or private nuisance or waste or cause damage to Lessor, or which
would invalidate any policies of insurance or increase the premiums thereof, now or hereafter
written on the Building and/or Premises. Lessee shall comply with all state, county and city
ethics laws and regulations in the use of the Premises.
ARTICLE V- OPERATING COMMITMENTS
5.1. Operating Commitments. Lessee acknowledges that the Lessor desires to lease
the Premises to Lessee in substantial reliance on the level of programming and services that
Lessee has previously provided under the Prior Lease, and as further set forth in Exhibit `B"
("Operating Commitments").
5.2. Diversity. Lessee commits to provide diverse, high-quality, enriching historical
and educational experiences for all residents of the City. Lessee is further committed to assuring
that the experience Lessee provides and the manner in which Lessee conducts its business are
reflective of the diversity of the residents of the City.
5.3. Historical Resource Center. It is mutually agreed that a condition for the
granting of this Lease is the active and continuous use of the Premises as a historical resource
center by Lessee (except for failure of use caused by reason of wars, strikes, riots, civil
commotion, acts of public enemies and acts of God) for the purpose herein described, in that said
use provides a needed public service and provides additional employment and other benefits to
the general economy of the area.
AlaTICLE VI - REPORTING COMMITMENTS
6.1. Operating Commitments. Lessee acknowledges that the amount of Annual Base
Rent is nominal and Lessor has agreed to lease the Premises to Lessee in consideration of
Lessee's Operating Commitments. To ensure that Lessee complies with its Operating
Commitments, Lessee has the following reporting and document production obligations
(hereinafter"Deporting Commitments"):
a. Not more than One hundred and eighty (180) days after the end of each
fiscal year of Lessee during the term of this Lease, Lessee shall submit to the Lessor the
Lessee's recent compiled financial statements with the accountant's compilation report, Lessee's
annual income tax returns (IRS Form 990, 990-T or then current equivalent), and an activities
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recap report for the year which shall confirm Lessee has operated and is operating the Premises
in compliance with the Operating Commitments.
b. Lessee shall submit annual reports to the City in a form reasonably
acceptable to the City, within ninety (90) days after Lessee's fiscal year-end which reports shall
include the following: (a) a description of the principal activities, programs and services offered
and provided by Lessor during the preceding fiscal year; (b) the number of persons who
participated in activities and programs held by Lessor during the preceding fiscal year; and (c) a
written statement signed by Lessor which sets forth its status on meeting the Operating
Commitments, and which of such Operating Commitments were not met, all with appropriate
explanation.
ARTICLE VII—SITE USE RESTRICTIONS
Intentionally omitted
ARTICLE VIII— LESSON'S USE OF THE PREMISES
8.1. Lessors Use of Premises. The Lessor shall have the right, upon reasonable prior
written notice to Lessee, to schedule meetings or events in the Premises as space is available at
no rental charge to the Lessor. The Lessor will assume set up and clean up responsibilities for
said events or meetings.
8.2. Emergency Use. Lessee agrees that in the event of any catastrophe, including but
not limited to natural disasters such as hurricanes and other weather-related events, the Lessor
shall have the right to take immediate occupancy of the Premises and to utilize the Premises as a
City shelter during and subsequent to any such emergency. Lessor shall occupy the Premises for
only such time as is reasonably necessary. Lessor shall be responsible for any damage caused to
the Premises reasonably resulting from any such emergency.
ARTICLE IX PARKING
Lessee shall have the exclusive right to park motor vehicles on that portion of the
Premises which is designated for parking at the time of execution of this Lease. All parking
spaces shall comply with the City's Land Development Regulations. Notwithstanding the
Lessee's rights to parking, Lessor also has the right to utilize the parking spaces on the Premises.
In the event that an additional portion of the Premises is designated for parking, this Lease shall
be amended to set forth the parties' rights to any new parking spaces that are created. Lessor
shall not be responsible for enforcing Lessee's parking rights against any third parties.
ARTICLE X - ACCEPTANCE OF THE PREMISES
10.1. Acceptance of Property. Lessee acknowledges that Lessor has not made any
representations or warranties with respect to thGe condition of the Premises and neither Lessor nor
any assignee of the Lessee shall be responsible for any latent defects therein. Lessor is presently
in possession of the Premises and accepts the condition of the Premises "AS-IS" subject to
Lessor's continuing obligations contained in this Lease for the maintenance, repair, and
replacement of portions of the Premises, including compliance for the Premises under 42 U.S.C.
§12101, commonly known as the Americans with Disabilities Act of 1990. Lessor
acknowledges and agrees that portions of the Premises currently do not comply with all
regulations and laws relating to the use of the Property and that the Lessee shall have no
responsibility to bring the Premises into compliance.
ARTICLE XI ®LEASE OBLIGA'T'IONS
11.1. Lessee's Obligations. With respect to the interior of the Buildings, Lessee shall
be solely responsible for and shall promptly pay as its expense all charges for electricity,
telephone, cable, television, communication equipment, water, sewer, gas, janitorial service,
cleaning, refuse removal, pest control, painting, window cleaning, and all other utility
consumption charges. Lessor, in its sole and absolute discretion, may elect to monitor, manage,
and /or assume these costs and charges described in this section without the approval of the
lessee. The Lessee shall pay all costs and expenses for the installation of any improvements
made to the interior of the Buildings, any additional utilities, other improvements, or upgrades to
the improvements provided by the Lessee, as well as costs and expenses associated with the
extension of any and all lines necessary to provide such additional utilities, improvements,
upgrades, and services to the interior of the buildings, and all connection fees, assessments and
charges related thereto.
11.2. Failure to Maintain by Lessee. In the event Lessee does not keep and maintain
the interior of the buildings in accordance with Section 11.1 to Lessor's reasonable satisfaction or
make repairs or commence repairs within fifteen (15) days after written notice from Lessor,
Lessor may, in addition to any other remedies it may have under law or this Lease, enter upon
the Premises to maintain the interior of the Buildings and/or make the said repairs, as the case
may be, and charge the cost thereof to Lessee as Additional Rent.
11.3. Lessor's Obligations. Lessor is responsible for the maintenance, repair, and
replacement of the portions of the Premises which the Lessee is not obligated to maintain and
repair, including without limitation, the interior non-structural portions the Building (including
without limitation, its walls, floors, and ceiling), the electrical and plumbing systems, lighting,
security, fire safety, the exterior doors and exterior windows of the Building, all perimeter parts
of the Buildings, the structural, non-structural, functional and systemic aspects of the Buildings,
including the roof, foundation, load-bearing walls, the ordinary and scheduled maintenance and
repair of the HVAC equipment, general exterior Building maintenance, treatment and structural
repair related to and/or caused by wood destroying organisms, walkways, elevators, sidewalks,
landscaping, irrigation, water lines, sanitary sewer lines, -stormwater lines, exterior lighting,
signage, water features, public restrooms, security cameras, parking areas, downspouts, gutters,
sprinkler system, regular mowing of any grass, trimming, weed removal and general landscape
maintenance, including driveways and alleys, including, but not limited to, cleaning, repaving,
restriping and resealing. However, Lessee agrees that Lessor shall not be responsible for any
claims for damage to person or property that results from any improvements constructed or
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installed by the Lessee on the Buildings or Premises, or for the maintenance, repair, or
replacement of same. Lessee shall immediately give Lessor written notice of any defects, repairs
or maintenance for which Lessor is responsible under any of the provisions of this Lease. Upon
receipt of such notice, Lessor shall act in good faith to make all repairs that it deems necessary to
keep the Premises in good condition of repair within a reasonable time.
11.4. Floor Loads; Noise and Vibration. Lessee shall not place any load upon any
floor of the Premises which exceeds the load per square foot, which such floor was designed to
carry or which is allowed by law. Business machines and mechanical equipment belonging to
Lessee which cause noise, electrical interference or vibration that may be transmitted to the
structure of the Building or to the Premises to such a degree as to be reasonably objectionable to
Lessor shall, upon prior written notice from Lessor to Lessee, at Lessee's expense, be placed and
maintained by Lessee in settings of cork,rubber, or spring-type vibration eliminators sufficient to
eliminate such noise, electrical interference or vibration.
11.5. No Damage. Lessee shall not damage, destroy, deface, or injure any portion of
the Premises and shall be responsible for any damages sustained through the acts or omissions of
Lessee or any of its agents, employees, guests, and invitees
11.6. Historical District. Lessor and Lessee acknowledge that the Buildings are
contributing structures in a City-designated historic district known as "Old School Square
Historic District". The Lessor's and Lessee's obligation to maintain and repair their respective
portions of the Building includes the obligation to comply with the applicable treatment and
preservation standards and guidelines of maintaining and repairing a property listed in the City's
Code of Ordinances and the Land Development Regulations, as they are amended from time to
time.
11.7 Other Agreements. It is understood and agreed that all of the terms and
conditions of the Historic Fagade Architectural Control and Redevelopment Easement
Agreement, dated September 23, 2003, and recorded in Book 16027, page 1597 of the Official
Record Book of Palm Beach County, and all amendments thereto, are incorporated by reference
as Exhibit"C".
ARTICLE XII- LESSOR'S AND LESSEE'S PROPERTY
12.1. Lessor's Property. Unless listed in Exhibit "D", which is attached hereto and
incorporated herein by reference and subject to Section 12.2 herein, all fixtures, equipment,
improvements and appurtenances attached to or built into the Premises at the commencement of,
or during the Term of this Lease, whether or not by or at the expense of Lessee, shall be and
remain a part of the Premises and shall be deemed the property of Lessor, and shall not be
removed by Lessee except as set forth herein. The fixtures and equipment listed in Exhibit "D"
shall be considered Lessee's Property, and shall be removed at the termination or expiration of
the Lease.
12.2. Lessee's Property. In addition to those items listed on Exhibit "D", all business
and trade fixtures, machinery and equipment, communications equipment and office
equipment, whether or not attached to or built into the Premises, which are installed in the
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Premises by or for the account of Lessee without expense to Lessor and which can be removed
without damage to any fixture or Lessor Improvement nor structural damage to the Building,
and all furniture, furnishings and other articles of moveable personal property owned by Lessee
and located in the Premises (hereinafter collectively referred to as "Lessee's Property") shall
be and shall remain the property of Lessee, and may be removed by Lessee at any time during
the Term of this Lease so long as Lessee's obligations are current and no default exists under this
Lease. In the event Lessee's Property is so removed, Lessee shall repair or pay the cost of
repairing any damage to the Premises or to the Building resulting from the installation and/or
removal thereof and restore the Premises to the same physical condition and layout as they
existed at the time Lessee was given possession of the Premises, with the obligation of Lessee to
ensure that the Premises meet the standards of a contributing structure in a historically
designated district as set forth in the City's Land Development Regulations.
12.3. Removal of Lessee's Property. At or before the Expiration Date of this
Lease, or within fifteen (15) days after the Expiration Date if this Lease is terminated prior to the
end of the Term, Lessee, at its expense, shall remove from the Premises all of Lessee's Property
(except such items thereof as Lessor shall have expressly permitted to remain, which property
shall become the property of Lessor), and Lessee shall repair any damage to the Premises or
the Building resulting from any installation and/or removal of Lessee's Property, and shall
restore the Premises to the same physical condition and layout as they existed at the time Lessee
was given possession of the Premises, reasonable wear and tear excepted. In connection with its
obligations set forth herein, Lessee specifically acknowledges that it shall be solely responsible
prior to the Expiration Date of the Lease or within fifteen (15) days after the Expiration Date if
this Lease is terminated prior to the end of the Term for the removal of all of its computer and
telecommunication related equipment, including but not limited to, all wiring and cabling
installed in connection therewith, unless Lessor, in its sole discretion, consents in writing to
Lessee leaving such equipment, wiring or cabling at the Premises. Lessee agrees that any
cabling or wiring installed by Lessee during the Lease Term shall be subject to Lessor's prior
consent, which consent shall not be unreasonably withheld, and shall comply, at Lessee's sole
cost and expense, with all of the requirements of the National Electric Code ("NEC") and
applicable national, state and local rules, regulations, laws and fire and safety codes. Any other
items of Lessee's Property which shall remain in the Premises after the Expiration Date of this
Lease, or the earlier termination thereof, may, at the option of Lessor, be deemed to have been
abandoned, and in such case, such items may be retained by, or otherwise disposed of by Lessor.
Lessor may request Lessee to remove and pay to Lessor the cost of repairing any damage to the
Premises or the Building resulting from any installation and/or removal of Lessee's Property and
the cost of restoring the Premises to the same physical condition and layout as they existed at the
time Lessee was given possession of the Premises,reasonable wear and tear excepted.
ARTICLE XIII m DESTRUCTION OF PREMISES
13.1. Partial Destruction. In the event of a partial destruction of the Premises, from
any cause, the Lessor may, but is not obligated to, repair the same, provided such repairs can be
made within one hundred twenty (120) days under the laws and regulations of state, county,
federal or municipal authorities. If such repairs cannot be made in one hundred twenty (120)
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days, the Lessor shall, at its option make same within a reasonable time, this Lease continuing in
full force. In the event that the Lessor does not desire to make such repairs at its option which
cannot be made in one hundred twenty (120) days or such repairs cannot be made under such
laws and regulations, this Lease may be terminated at the option of either the Lessee or the
Lessor.
13.2. Total Destruction. In the event that the Building is destroyed to the extent of not
less than forty (40%) of the replacement cost thereof, the Lessor may elect to terminate this
Lease, whether the Premises are affected or not. A total destruction of the Building shall
terminate this Lease.
13.3. Abatement of Rent. During any period of restoration, the Lease shall continue in
full force and effect. Rent may be abated during the period in which the Premises (or portion
thereof on a prorated basis) are rendered untenantable as a result of such damage, unless said
damage was caused by the negligence or intentional wrongful act of Lessee or its officers,
employees, agents or invitees. The Lessee and Lessor may enter into an amendment to this Lease
to provide for the abatement of rent in the event the Premises shall become untenantable during
the Term of the Lease.
ARTICLE XIV o ALTERATIONS AND MECHANIC'S LIENS
14.1. Alterations by Lessee. No alterations to the Premises shall be made by Lessee
unless the following conditions are met:
a. Lessee shall provide a sealed set of plans prepared by an architect to
Lessor and Lessee shall have received the prior written consent of Lessor, which shall not be
unreasonably withheld or delayed. Issuance of a building permit by the City will constitute
consent of the Lessor.
b. Lessee shall have procured all permits, licenses and other authorizations
required for the lawful and proper undertaking thereof.
C. All alterations when completed shall be of such a nature as not to (i)
reduce or otherwise adversely affect the value of the Premises; (ii) diminish the general utility or
change the general character thereof, or (iii) adversely affect the mechanical, electrical,
plumbing, security or other such systems of the Building or the Premises.
d. All alterations made by Lessee shall remain on and be surrendered with
the Premises upon expiration or the earlier termination of this Lease.
14.2. Mechanic's Construction aterialan's and Laborer's Liens. Lessee
agrees that it will make full and prompt payment of all sums necessary to pay for the cost of
repairs, alterations, improvements, changes or other work done by Lessee to the Premises and
further agrees to indemnify and hold Lessor harmless from and against any and all such costs
and liabilities incurred by Lessee, and against any and all mechanic's, materialman' s,
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construction, or laborer's liens arising out of or from such work or the cost thereof which
may be asserted, claimed or charged against the Premises or the Building or Property. The
interest of Lessor in the Premises shall not be subject to liens for improvements made by or
for Lessee, whether or not the same shall be made or done in accordance with any
agreement between Lessor and Lessee. This Lease specifically prohibits the subjecting of
Lessor's interest in the Premises to any mechanic's, materialman's, construction, or laborer's
liens for improvements made by Lessee or for which Lessee is responsible for payment under
the terms of this Lease. Lessee shall have no power or authority to create any lien or permit'
any lien to attach to the present estate, reversion, or other estate of Lessor in the Premises and
all mechanics, materialmen, contractors, artisans, and other parties contracting with Lessee or
its representatives or agents are hereby charged with notice that they must look to Lessee to
secure payment of any bill for work done or material furnished or for any other purpose
during the term of the Lease. In addition to the foregoing, the Lessee shall notify any of its
contractors making any improvements to the Premises of the terms of this provision, and Lessee
acknowledges that its knowing and willful failure to provide said notice to the contractor(s)
shall render the contract between the Lessee and the contractor(s) voidable at the option of
the Lessor. In the event any notice or claim of lien shall be asserted of record against the
interest of Lessor in the Premises or Building or the site on which it is located on account of or
arising out of any improvement or work done by Lessee, or any person claiming by, through or
under Lessee, for improvements or work the cost of which is the responsibility of Lessee,
Lessee agrees to use its best efforts to have such notice of claim of lien canceled and discharged
of record as a claim against the interest of Lessor in the Premises or the Building (either by
payment or bond as permitted by law) within tir 30 days after notice to Lessee by
Lessor. If so requested by Lessor, Lessee shall execute a short form or memo of this Lease,
which may at Lessor's discretion be recorded in the Public Records of Palm Beach County,
Florida for purposes of protecting Lessor's estate from any claims of lien, as provided in Section
713, Florida Statutes.
ARTICLE XV- ASSIGNMENT AND SUBLETTING
15.1. No Assignment by Lessee. This Lease and any portion of the Premises shall be
non-assignable by Lessee, in whole or in part. Notwithstanding the foregoing, Lessee shall have
the right to license all or a portion of the premises pursuant to the Lessee's Permitted Uses and
Operating Commitments.
15.2. Lessor's Right of Assignment. Lessor shall have the right to sell, assign, or
otherwise encumber or dispose of Lessor's interest in the Building and/or the Premises and this
Lease. In the event of any such disposition, Lessor shall have no further liability or obligation to
Lessee under this Lease, except as specifically provided for in this Lease.
15.3 Lessee's Right of First Offer. In the event that the Lessor exercises its right to
sell the Premises, Lessee shall have the right to make the first offer to purchase the Premises so
long as the Lessee is not in default of any terms of this lease. Lessor shall give Lessee reasonable
notice of its intention to sell the Premises, including the terms of sale. Lessor shall have ninety
(90) days after receiving notice of Lessor's intention to sell the Premises to exercise its Right of
First Offer, after which time, this the option will terminate. During this option term, Lessor
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agrees not to consider or accept any offers for other parties so long as Lessee's offer is
comparable with a recent appraisal of the Premises.
ARTICLE XVI- EQUAL OPPORTUNITY FOR INDIVIDUALS WITH DISABILITIES
16.1. Lessor Obligations. Lessor shall be responsible, at its sole cost and expense for
any code compliance for Premises under 42 U.S.C. §12101, commonly known as the Americans
with Disabilities Act of 1990 and shall not be passed through to Lessor in any form during the
Term of the Lease or any extensions thereof.
16.2. Obligations of Lessee. Lessee shall give prompt notice to Lessor of any notice it
receives of the violation of any law or requirement of any public authority with respect to the
Premises or the use or occupation thereof. Lessee shall during the Term of this Lease comply
with all laws, ordinances, regulations, orders and requirements of any governmental authority
which may be applicable to Lessee's Permitted Use of the Premise. Lessee's obligation shall
include compliance with the Florida Clean Indoor Air Act which provides in part that a person
may not smoke in an enclosed indoor workplace. In the event Lessee receives any notice alleging
violation of any of the aforementioned laws, ordinances, regulations, orders, rules or
requirements relating to any portion of the Premises, the Building or of the Property; or any
notice of regulatory action or investigation instituted in connection therewith, Lessee shall
provide written notice to Lessor thereof within ten 10 days after receipt of same by Lessee.
ARTICLE XVII- RIGHT OF LESSOR TO PERFORM LESSEE' S COVENANTS
17.1. Payment or Performance. Lessor shall have the right, upon ten 10 days prior
written notice to Lessee (or without notice in the case of emergency or in order to avoid any fine,
penalty or cost which may otherwise be imposed or incurred) to make any payment or perform
any act required of Lessee under any provision in this Lease, and in exercising such right, to
incur necessary and incidental costs and expenses, including reasonable attorneys' fees. Nothing
herein shall imply any obligation on the part of Lessor to make any payment or perform any act
required of Lessee, and the exercise of the right to do so shall not constitute a release of any
obligation, waiver of any default or obligation of Lessor to make any similar payment or perform
any similar act in the future.
17.2. Reimbursement. All payments made, and all costs and expenses incurred in
connection with Lessor's exercise of the right set forth in Section 17.1 above, shall be reimbursed
by Lessee within ten 10 days after receipt of a bill setting forth the amounts so expended. Any
such payments, costs and expenses made or incurred by Lessor shall be treated as Additional
Rent owed by Lessee.
ARTICLE XVIII - INDEMNIFICATION, SOVEREIGN IMMUNITY,AND INSURANCE
18.1. State Agency. The Lessor is a state agency as defined in Section 768.28, Florida
Statutes. Nothing herein is intended to serve as a waiver of sovereign immunity by any party to
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which sovereign immunity may be applicable. Nothing herein shall be construed as consent by a
state agency or political subdivision of the State of Florida to be sued by third Parties in any
matter arising out of this Agreement.
18.2. Indemnification by Lessee. Lessee shall defend, indemnify and hold the Lessor,
its respective officials, officers, agents and employees, harmless from or on account of any
liabilities, damages, losses and costs received or sustained by any person or persons arising
out of or connected with, directly or indirectly, Lessee's use of the Premises whether or not the
incident giving rise to the injury, loss or damage occurs within or without the Premises,
excluding the negligence, willful, wanton or intentional misconduct of the Lessor, and its
officials, officers, agents and employees. Lessee further agrees to defend, indemnify and save
harmless the Lessor from all such claims and fees, and from any and all suits and actions of
every name and description that may be brought against the Lessor on account of any claims,
fees, royalties, or costs for any invention or patent, and from any and all suits and actions that
may be brought against the Lessor for the infringement of any and all patents or patent rights
claimed by any person, firm, or corporation arising solely out of Lessee's use of the Premises.
The indemnification provided herein shall obligate the Lessee to defend at its own expense or to
provide for such defense, at the Lessor's option, any and all claims or liability and all suits and
actions of every name and description that may be brought against the Lessor arising from the
Lessee's use of the Premises. This indemnification includes all costs and fees including
reasonable attorney's fees, paralegal expenses, and costs at both the trial and appellate levels. The
indemnity obligation of the Lessee shall survive expiration or termination of this Agreement.
18.3 Lessor's Insurance.
a. Self-Insurance. Lessee acknowledges that the Lessor is a Florida
Municipal Corporation and is self-insured and that so long as the Premises are owned by Lessor,
the Lessor shall have no obligation to obtain separate insurance.
b. City No Longer Lessor. In the event that the City is no longer the Lessor,
Lessor shall at all times during the term of this Lease carry and maintain the following types of
insurance in the amounts specified and in the form hereinafter provided for:
(i) Commercial General Liability and Property Damage. Lessor shall
maintain insurance against public liability, including that from personal
injury or property damage in or about the Building resulting from the
occupation, use or operation of the Building in amounts of not less than
TWO MILLION AND 00/100 DOLLARS ($2,000,000.00) in respect of
bodily injury or death to any one (1) person of not less than TWO
MILLION AND 00/100 DOLLARS ($2,000,000.00) in respect of bodily
injury or death to more than one (1) person in one (1) accident, and of not
less than TWO MILLION AND 00/100 DOLLARS ($2,000,000.00) in
respect of property damage. Lessor shall also keep and maintain such
insurance which Lessor deems necessary and/or which Lessor's lender, if
any, requires to be kept in force, which insurance may include general
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liability, workers' compensation, rental interruption insurance and other
insurance or self-insurance programs.
(ii) Lessor's Real and Personal Property. Lessor shall maintain insurance
covering the Lessor's Building, excluding Lessee's property required to
be insured by Lessee pursuant to Section 18.3 hereof, in an amount not
less than One Hundred Percent (100%) of full replacement cost
(exclusive of excavations, foundations and footings), from time to time
during the term of this Lease, providing protection against perils included
within the standard Florida form of fire and extended coverage insurance
policy, together with insurance against vandalism and malicious mischief,
and such other risks as Lessor may from time to time determine.
C. Blanket Policies. Any Insurance provided for in Section 18.3 may be
maintained by means of a policy or policies of blanket insurance, covering additional items or
locations or insures,provided that the requirements of Section 18.3 are otherwise satisfied.
d. No Lessee lights. Lessee shall have no rights in any policy or policies
maintained by Lessor and shall not be entitled to be a named insured thereunder.
18.4. Lessee Insurance.
a. Lessee will carry and maintain, at its sole cost and expense, the following
types of insurance, in the amounts specified and in the form hereinafter provided for:
(i) Workers' Compensation Insurance: Lessee shall during the Term of
this Lease provide and maintain in accordance with statutory requirements
of the State of Florida workers compensation insurance or employee's
liability insurance to protect against on-the-job injury or illness which may
not fall within the provisions of the Florida State's Workers'
Compensation Law. The limits shall be no less than Five Hundred
Thousand Dollars ($500,000) for each accident, and an occupational
disease limit of Five Hundred Thousand Dollars ($500,000) per
employee/Five Hundred Thousand Dollars ($500,000) aggregate.
(ii) Commercial General Liability and Property Damage. Lessee shall
maintain a Commercial General Liability policy applying to the use and
occupancy of the Premises and any areas adjacent thereto, and the
Permitted Use operated by Lessee, or by any other occupant of the
Premises with limits of liability not less than One Million Dollars
($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000)
general aggregate for Bodily Injury and Property Damage. Such policy
shall specifically name the Lessor as an additional insured. Lessee's
Commercial General Liability policy shall not provide for a deductible in
excess of Two Thousand Dollars ($2,000) without the prior written
approval of the Lessor.
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(iii) Property Insurance. Lessee shall maintain a personal property insurance
policy on all personal property, furniture and fixtures of Lessee.
b. All policies of insurance provided for in this Section 18.4 shall be issued
in form acceptable to Lessor by insurance companies reasonably acceptable to Lessor with
general policyholder's rating of not less than XI and a financial rating of AAA as rated in the
most current available Best's Insurance Reports, and qualified to do business in Florida. Each
and every such policy:
(i) shall be issued in the name of Lessee and with regard to Commercial
General Liability policy, shall be endorsed to name as additional insureds
Lessor and any other parties in interest from time to time designated in
writing by notice from Lessor to Lessee; and with regard to the Property
Damage policy, shall name Lessor and any other parties in interest from
time to time designated in writing by notice from Lessor to Lessee, as an
additional loss payee;
(ii) shall be for the mutual and joint benefit and protection of Lessor and
Lessee and any such other parties in interest;
(iii) shall (for a certificate thereof shall) be delivered to Lessor and any such
other parties in interest within ten 101 days before delivery of possession
of the Premises to Lessor and thereafter within thin 30 days prior to
the expiration of each policy, and as often as any such policy shall expire
or terminate, renewal or additional policies shall be procured and
maintained in like manner and like extent;
(iv) shall contain a provision that the insurer will give to Lessor and such other
parties in interest at least t it 30 days' notice in writing in advance of
any cancellation, termination or lapse, of insurance;
(v) shall be written as a primary policy which does not contribute to and is not
in excess of coverage which Lessor may carry; and
(vi) shall contain a provision that Lessor and any such other parties in interest,
shall be entitled to recover under said policies for any loss occasioned to
it, its servants, agents and employees by reason of the negligence of
Lessee.
C. Lessee agrees to permit Lessor at all reasonable times to inspect the
policies of insurance of Lessor with respect to the Premises for which policies or copies thereof
are not delivered to Lessor.
d. Notwithstanding any laws to the contrary, the City is an additional insured
but only to the extent of monetary limits as set forth by Florida Statute 768.28 and the Florida
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Constitution. Nothing contained herein shall be deemed a waiver of the Lessor's Sovereign
Immunity.
18.5. Lessee's Contractor's Insurance. Lessee shall require any contractor of Lessee
performing work on the Premises to carry and maintain, at no expense to Lessor: (a)
comprehensive general commercial liability insurance, including contractor's liability coverage,
contractual liability coverage, completed operations coverage, broad form property damage
endorsement and contractor's protective liability coverage to afford protection, with limits for
each occurrence of not less than ONE MILLION AND NO/100 DOLLARS ($1,000,000.00)
with respect to personal injury or death, and ONE MILLION AND N /100 DOLLARS
($1,000,000.00) with respect to property damage; and (b) Workers' compensation or similar
insurance in form and amounts required by law. Alternatively, Lessee may procure for the
benefit of Lessee and Lessor (and covering the work of Lessee's contractor) such polices of
insurance which would include the protections contained herein, including but not limited to
such "builder's risks" or "all risks" insurance policies. Lessee shall provide a certificate of
insurance from contractor's insurer to the Lessor prior to the commencement of any work in the
Premises.
18.6. Waiver of Subrogation. In the event that the City ceases to be the Lessor
in such case Lessor and Lessee waive, unless said waiver should invalidate any such insurance,
their right to recover damages against each other for any reason whatsoever to the extent the
damaged party recovers indemnity from its insurance carrier. Any insurance policy procured by
either Lessee or Lessor which does not name the other as an additional named insured shall, if
obtainable, contain an express waiver of any right or subrogation by the insurance company,
including but not limited to, Lessee's worker's compensation carrier, against Lessor or Lessee or
Lessor, whichever the case may be. All general liability and property damage policies shall
contain an endorsement that Lessor, although named as an insured, shall nevertheless be entitled
to recover for damages caused by the negligence of Lessee.
18.7 Payment Bond. Lessee shall require its contractor to furnish and provide
to Lessee and/or Lessor a Material and Labor Payment Bond for the construction of the Lessee
Improvements ("Payment Bond") as required by Section 255.05, Florida Statutes. The
Payment Bond must be issued by an insurance company or surety company reasonably
acceptable to the Lessor and comply with Sections 255.05 and 713.23, Florida Statutes. The
amount of the Payment Bond shall be the amount of the construction contract to complete the
improvements. The Payment Bond shall remain in effect until the improvements are completed
and all contract obligations of the contractor have been satisfied.
ARTICLE XIX-DEFAULT; LESSOR REMEDIES
19.1. Events of Default. Lessee shall be in default of this Lease if any one or more of
the following events shall occur:
a. Lessee shall fail to pay any installment of the Rent or any other monetary
obligation of Lessee called for hereunder as and when the same shall become due and payable; or
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b. Lessee shall default in the performance of or compliance with any of the
other terms or provisions of this Lease, including without limitation, the Operating Commitments
and the Reporting Commitments, and such default shall continue for a period of thirty 30 days
after the giving of written notice thereof from Lessor to Lessee, or, in the case of any such
default which cannot, with bona fide due diligence, be cured within said thir 30 days, Lessee
shall fail to proceed within said thirty (30) day period to cure such default and thereafter to
prosecute the curing of same with all due diligence (it being intended that as to a default not
susceptible of being cured with due diligence within such period of thirty (30) days, the time
within which such default may be cured shall be extended for such period as may be necessary to
permit the same to be cured with bona fide due diligence); or
C. Lessee shall, other than as part of a program or event which is a Permitted
Use, assign, transfer, or encumber this Lease or sublet the Premises in contravention of the
Permitted Uses or in violation of the Permitted Uses; or
d. Lessee shall file a voluntary petition in bankruptcy or any Order for Relief
be entered against it, or shall file any petition or answer seeking any arrangement, reorganization,
composition, readjustment or similar relief under any present or future bankruptcy or other
applicable law, or shall seek or consent to or acquiesce in the appointment of any trustee,
receiver or liquidator of Lessee of all or any substantial part of Lessee's properties; or
e. If, within ninety (90) days after the filing of an involuntary petition to
bankruptcy against Lessee or the commencement of any proceeding against Lessee seeking any
arrangement, reorganization, composition, readjustment or similar relief under any law, such
proceeding shall not have been dismissed, or if, within ninety (90) days after the appointment,
without the consent or acquiescence of Lessee, or any substantial part of its properties, such
appointment shall not have been vacated or stayed on appeal or otherwise, or if, within ninety
days after the expiration of any such stay, such appointment shall not have been vacated; or
f. Lessee shall vacate or abandon the Premises, then, and in such event, or
during the continuation thereof (subject to the time period described in Subsection 19e1.b,
Lessor may, at its option, by written notice to Lessee, designate a date not less than fifteen (15)
days from the giving of such notice on which this Lease shall end, and thereupon, on such date,
this Lease and all rights of Lessee hereunder shall terminate. Such termination by Lessor shall
not affect the remedies of Lessor provided in this Lease; or
g. The failure by Lessee to maintain its legal existence as a Federal tax exempt
organization pursuant to Section 501(c)(3) of the Internal Revenue Code or its equivalent;
19.2. Surrender of Premises. Upon any termination of this Lease, Lessee shall
surrender the Premises to Lessor, and Lessor, at any time after such termination, may, without
further notice, re-enter and repossess the Premises without being liable to any prosecution or
damages therefore, and no person claiming through or under Lessee or by virtue of any statute or
of any order of any court shall be entitled to possession of the Premises.
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19.3. re-letting. At any time or from time to time after any such termination of this
Lease, Lessor may re-let the Premises or any part thereof, in the name of Lessor or otherwise, for
such term or terms and on such conditions as Lessor, in its sole discretion, may determine, and
may collect and receive the rents therefore. Lessor shall not be responsible or liable for any
failure to re-let the Premises or any part thereof or for any failure to collect any rent due upon
such re- letting.
19.4. Survival of Obligations. No termination, pursuant to this Article 19 shall relieve
Lessee of its liability and obligations under this Lease, and such liability and obligations shall
survive any such termination.
19.5. holdover. Should Lessee hold over and remain in possession of the Premises at
the expiration of any Term hereby created, Lessee shall, by virtue of this Section, become a
Lessee-at-sufferance and shall pay Lessor twice the Rent per month of the last monthly
installment of Rent above provided to be paid Said tenancy shall be subject to all the conditions
and covenants of this Lease as though the same had been a tenancy-at-sufferance instead of a
tenancy as provided herein, and Lessee shall give to Lessor at least thirty 30 days prior written
notice of any intention to remove from the Premises, and shall be entitled to fifteen (15) days
prior notice of any intention of Lessor to remove Lessee from the Premises in the event Lessor
desires possession of the Premises; provided, however, that said tenant-at-sufferance shall not be
entitled to fifteen (15) days' notice in the event the said Rent is not paid in advance without
demand, the said fifteen (15) days written notice being hereby expressly waived.
19.6. Force Maieure. The obligations of Lessee hereunder shall not be affected,
impaired or excused, nor shall Lessor have any liability whatsoever to Lessee, because; (a)
Lessor is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by
reason of strike, other labor trouble, governmental preemption of priorities or other controls or
shortages of fuel, supplies, labor or materials, acts of God or any other cause, whether similar or
dissimilar, beyond Lessor's reasonable control; or (b) of any failure or defect in the supply,
quantity or character of electricity or water furnished to the Premises by reason of any
requirement, act or omission of the public utility or others serving the Building with electric
energy, steam, oil, gas or water, or for any other reason whether similar or dissimilar, beyond
Lessor's reasonable control. Lessee shall not hold Lessor liable for injury or damage to person or
property caused by fire, theft, or resulting from the operation of elevators, heating or air
conditioning or lighting apparatus, or from falling plaster, or from steam, gas, electricity, water,
rain or dampness, which may leak or flow from any part of the Building or Property, or from the
pipes, appliances or plumbing work of the same.
19.7. Additional remedies. Upon the occurrence of any event of default, Lessor shall
be entitled to all remedies available to it under Florida law, including, but not limited to, the
filing of suit for the recovery of all monetary damages sustained by Lessor as a result thereof.
The remedies herein provided are not exclusive and the Lessor shall have any and all other
remedies provided herein or by law or in equity.
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ARTICLE XX ® EMINENT DOMAIN
20.1. Taking. If the whole of the Building or the Premises or if more than Fifty
Percent (50%) of the Building which materially affects Lessee's use and occupancy of the
Premises shall be taken by condemnation or in any other manner for any public or quasi-
public use or purpose, this Lease and the term and estate hereby granted shall terminate as of
the date of vesting of title on such taking and the Rent shall be prorated and adjusted as of
such date.
20.2. Award. In the event that the City ceases to be the Lessor, in such case the
subsequent Lessor shall be entitled to receive the entire award or payment in connection
with any taking without deduction therefrom except to the extent that the Lessee shall be
entitled to compensation based upon the damages sustained to its property.
20.3. Temporary Taking. If the temporary use or occupancy of all or any part of
the Premises shall be taken by condemnation or in any other manner for public or quasi-
public use or purpose during the term of this Lease and at the time of such temporary taking
the City is not then the Lessor, Lessee shall be entitled, except as hereinafter set forth to
receive that portion of the award or payment for such taking which represents compensation
for the use and occupancy of the Premises, for the taking of Lessee's Property and for
moving expenses, and Lessor shall be entitled to receive that portion which represents
compensation for the use and occupancy for a period beyond the date to which the Rent has
been paid shall be received, held and applied by Lessor as a trust fund for payment of the
Rent becoming due hereunder.
20.4. Partial Taking. In the event of any taking of less than the whole of the
Buildings situated which does not result in termination of this Lease, or in the event of a
taking for a temporary use or occupancy of all or any part of the Premises which does not
result in a termination of this Lease, Lessor, at its expense, and whether any award shall be
sufficient for the purpose, shall proceed with reasonable diligence to repair to the remaining
part(s) of the Building and the Premises to substantially their former condition to the extent
that the same be feasible (subject to reasonable changes which Lessor shall reasonably deem
desirable) and so as to constitute complete and tenantable Building and Premises.
20.5. Lessee's Right to Architectural Salvage. In the event of a partial or total
taking of the Premises by Condemnation proceedings or in any other manner for any public
or quasi-public use or purpose which results in demolition of the Buildings, Lessee shall
have the right to salvage architectural elements of the Buildings, including but not limited to
specified classes of building materials, architectural details, ornaments, and fixtures, at no
cost to the City. Lessee shall not assign or otherwise sell the salvage rights granted under
this section. Lessee shall exercise its salvage rights within seven days after a demolition
permit has been issued.
In the event of a partial taking, Lessee shall have the right to salvage only
architectural and ornamental materials of the Building or the portion of the Building that has
been disposed of as a result of the partial taking. Lessor shall not remove any structural
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components of the building or any components whose removal would compromise the
security of the building envelope, including, but not limited to first floor windows and all
siding and exterior doors.
ARTICLE XXI- QUIET ENJOYMENT
21.1. Quiet Enjoyment. Lessor agrees that Lessee, upon paying all Rent and all other
charges herein provided for and observing and keeping the covenants, agreements, terms and
conditions of this Lease and the rules and regulations of Lessor affecting the Premises on its part
to be performed, shall lawfully and quietly hold, occupy and enjoy the Premises during the Term
hereof, expressly subject to the terms, limitations and conditionscontained in this Lease.
ARTICLE XXII - LESSOR'S RIGHT OF ACCESS
22.1. Access for Maintenance and Repair. Except for the space within the inside
surfaces of all walls, hung ceilings, floors, windows and doors bounding the Premises, all of the
Building including, without limitation, exterior walls, core interior walls and doors and any core
corridor entrance, any terraces or roofs adjacent to the Premises and any space in or adjacent to
the Premises used for shafts, stacks, pipes, conduits, fan rooms, ducts, electric or other utilities,
sinks or other facilities of the Building, and the use thereof, as well as access thereto throughout
the Premises for the purposes of operation, maintenance, decoration and repair, are reserved to
Lessor. Lessor reserves the right, and Lessee shall permit Lessor, upon providing reasonable
notice, to install, erect, use and maintain pipes, ducts and conduits in and through the Premises.
Lessor shall be allowed to take all materials into and upon the Premises that may be required in
connection therewith, without any liability to Lessee and without any reduction of Lessee's
covenants and obligations hereunder. Lessor and its agents shall have the right to enter upon the
Premises for the purpose of making any repairs therein or thereto or, upon reasonable notice to
Lessee for any other purpose, which shall be considered necessary or desirable by Lessor, in such
a manner as not to unreasonably interfere with Lessee in the conduct of Lessee's business on the
Premises; and in addition, Lessor and its agents shall have the right to enter the Premises, as
Lessor deems reasonably necessary or desirable, at any time in cases of emergency to all or any
part of the Building.
22.2. Access for Inspection and Showing. Upon reasonable notice to Lessee and
during normal business hours, Lessor and its agents shall have the right to enter and/or pass
through the Premises at any time to inspect or examine the Premises and to show them to actual
or prospective purchasers or mortgagees of the Premises. During the period of six (6) months
prior to the Expiration Date of this Lease, upon reasonable notice to Lessee, Lessor and its agents
may exhibit the Premises to prospective Lessees.
22.3. Lessor's Alterations and Improvements. If, at any time, any windows of the
Premises are temporarily darkened or obstructed by reason of any repairs, improvements,
maintenance and/or cleaning in or about the Building, or if any part of the Building, other than
the Premises, is temporarily or permanently closed or inoperable, the same shall be without
liability to Lessor and without any reduction or diminution of Lessee's obligations under this
Lease. Upon providing prior notice to the Lessee, Lessor reserves the right to make such
20
changes, alterations, additions and improvements in or to the Building and the fixtures and
equipment thereof, as well as in or to the street entrances, doors, halls, passages, elevators,
escalators and stairways thereof, and other public portions of the Building and the Property, as
Lessor shall deem necessary or desirable, and no such alterations or changes shall be deemed a
breach of Lessor's covenant of quiet enjoyment or a constructive eviction.
ARTICLE XXIII- SIGNS AND OBSTRUCTION
23.1. Signs. Lessee shall not place or suffer to be placed or maintained upon any
exterior door, roof, wall or window of the Premises or the Building, any sign, awning, canopy or
advertising matter of any kind, and will not place or maintain any decoration, lettering or
advertising matter on the glass of any window or door of the Premises except as consented to by
Lessor in its sole discretion. In the event the Lessor is granted approval of a Master Sign
Program, the terms of the Program shall prevail. Said Building signage shall be subject to
Lessor's reasonable approval and is subject to all appropriate governmental approvals. At
Lessee's sole expense, Lessee agrees to maintain any such signage approved by Lessor in good
condition and repair at all times and to remove the same at its sole cost and expense at the end of
the Term of this Lease. Upon removal thereof, Lessee agrees to repair any damage to the
Premises caused by such installation and/or removal at Lessee's sole expense.
23.2. Obstruction. Lessee shall not permanently obstruct, block, or impede the public
sidewalks, parking lots, rights of way, or other public appurtenant areas to the Premises in any
manner whatsoever.
23.3. Nanning Rights. Lessee may enter into a naming rights agreement for the
Premises, subject to Lessor's reasonable consent. The terms of any such agreement may not
exceed the term of this Lease.
ARTICLE XXIV-NOTICES
24.1. Notices. Except as otherwise provided in this Lease, any notice or other
information required or authorized by this Lease to be given by either Party to the other may be
given by hand with receipt; or by certified prepaid mail, return receipt requested; or by nationally
recognized overnight courier service, to the other Party at the address stated below. Such address
may be changed by either respective Party at any time by giving prior written notice as herein
provided. The effective date of any Notice shall be the date of delivery of the Notice if by
personal delivery, courier services or prepaid overnight delivery service, or if mailed, upon the
date which the return receipt is signed or delivery is refused or the Notice designated by the
postal authorities as non-deliverable, as the case may be. The parties hereby designate the
following addresses as the address to which Notices may be delivered, and delivery to such
address shall constitute binding notice give to such party:
21
AS TO LESSOR:
City Manager, City of Delray Beach
100 N.W. 1st Avenue
Delray Beach, Florida 33444
WITH A COPY TO:
City Attorney, City of Delray Beach
200 N.W. Ist Avenue
Delray Beach, Florida 33444
AS TO LESSEE:
Delray Beach Historical Society
c/o Winnie Edwards
5 N.E. First Street
Delray Beach, FL 33444
WITH A COPY TO:
W. Howard Ellingsworth
c/o 96 N.E. 4t1i Avenue
Delray Bach, FL 33483
ARTICLE XXV-RECORDS
25.1. Records. Lessee, at all times during the term of this Lease, will keep proper
books of record and account in which full, true and correct entries will be made of its
transactions with respect to the operation of the Premises in accordance with generally accepted
accounting practices, consistently applied, and which will properly and correctly reflect all items
of income and expense in connection with the operation of the Premises. Lessor will have the
right from time to time during normal business hours and upon reasonable notice to Lessee to
examine all such books, records and accounts at Lessee's office or at the office of such other
person as maintains them, and to make such copies or extracts as Lessor may reasonably be
required in order for Lessor to comply with any agreement, ordinance, law or regulation
regarding the use of the Premises and operation of the Premises, which shall at Lessor's sole
costs and expense. Lessee will furnish to Lessor, at Lessee's expense, all evidence which Lessor
may from time to time reasonably request as to the accuracy and validity of or compliance with
all Lessee's obligations under this Lease. Any inspection or audit of the books and records of
Lessee or the procuring of documents verifying financial and other information, by or on behalf
of Lessor, shall be for Lessor's verification of Lessee's operation of the Premises, and shall not
constitute any assumption of responsibility or liability by Lessor to Lessee or anyone else with
regard to the condition, maintenance or operation of the Premises, nor relieve Lessee of any of
Lessee's obligations.
22
25.2. Funding Agreement. If at any time during the term of this Lease, Lessee is a
party to a funding agreement, or grant, or it is the recipient of a conditional gift (collectively a
"Funding Agreement"), Lessee shall timely comply with all of the terms and conditions of the
Funding Agreement.
ARTICLE XXVI- MISCELLANEOUS
26.1. Environmental Indemnity. Lessee agrees to indemnify and hold Lessor
harmless from and against any and all loss, claim, liability, damages, injuries to person, property
or natural resources, cost, expense, action or cause of action, arising in connection with the
release or presence of any Hazardous Substances at the Premises, solely through the acts of
Lessee, its officers, employees, contractors, agents or invitees, whether foreseeable or
unforeseeable, regardless of the source of such release and when such release occurred or
such presence is discovered. The foregoing indemnity includes, without limitation, all costs in
law or in equity of removal, remediation of any kind, and disposal of such Hazardous
Substances; all costs of determining whether the Premises is in compliance and to cause the
Premises to be in compliance with all applicable environmental laws, all costs associated with
claims for damages to persons, property or natural resources, and Lessor's reasonable attorneys'
and consultants' fees and costs, whether or not litigation is instituted. For the purposes of
definition, "Hazardous Substances" includes, without limitation, any toxic or hazardous
wastes, pollutants (or substances, including, without limitation, asbestos, PCBs, petroleum
products and by-products, substances defined or listed as "hazardous substances" or "toxic
substances" or similarly identified in or pursuant to the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9061 et. seq., hazardous
materials identified in or pursuant to the Hazardous Materials Transportation Act 49 Section
1802 et. seq.). Nothing in this section is intended to alter or waive the Lessee's s entitlement to
statutory or common law sovereign immunity, or to extend Lessor's liability beyond the limits
established in Section 768.28, Florida Statutes, as amended. The Lessor and its agents shall have
the right, but not the duty, to inspect the Premises at any time to determine whether Lessee is
complying with the terms of this Lease. If Lessee is not in compliance with this Lease, the Lessor
shall have the right to immediately enter upon the Premises to remedy any contamination caused
by Lessee's failure to comply notwithstanding any other provision of this Lease. The Lessor shall
use its best efforts to minimize interference with Lessee's business but shall not be liable for any
interference caused thereby.
26.2. Mold Exclusion. Lessee hereby acknowledges that Lessor has advised Lessee
that it is possible for mold/mildew/fungi/microbe-related forms to grow and affect the Premises
and the property therein. Lessee agrees that Lessor shall not have any liability or responsibility
whatsoever for any damage, loss, claim, or court expense arising out of or resulting from
mold/mildew/fungi/microbe-related forms in the Premises to Lessee. Accordingly, Lessee
hereby releases Lessor, and their agents, employees, successors and assigns, from and against
any and all claims arising out of or relating to mold/mildew/fungi/microbe-related forms or any
similar situation with respect to the Premises. In the event it is discovered that mold is present at
the Premises then Lessor, at its sole cost and expense, shall promptly cause the mold condition to
be remediated at Lessor's sole expense.
23
26.3. Asbestos. Lessor shall comply with all regulations enacted by the Occupational
Safety and Health Administration ("OSHA"), as set forth in Sections 1910.1001 and 1926.1101
of Tile 29 of the Code of Federal Regulations (the "OSHA Regulations"). In the event that
Lessee performs any alterations to the Premises, Lessee shall be solely responsible for
compliance with the OSHA Regulations and any contaminant or encapsulation of asbestos-
containing materials ("ACM") and materials designated by OSHA as presumed asbestos-
containing materials ("PACK") located in the Premises, or resulting remediation made necessary
as a result of Lessee's work. In addition, the following materials, if located in properties
constructed prior to 1981, must, in accordance with the OSHA Regulations, be treated as PACM;
any thermal system insulation and surfacing material that is sprayed on, troweled on, or applied
in some other manner, as well as any resilient flooring material installed in 1980 or earlier. Upon
written request by Lessee, Lessor shall provide Lessee with copies of any information pertaining
to ACM or PACM in Lessor's files.
26.4. Radon Gas. Pursuant to Florida Statutes, Section 404.056(6), the following
disclosure is required by law: Radon is a 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.
26.5. Estoppel Certificates. Each party agrees, at any time and from time to time as
requested by the other party, to execute and deliver to the other a statement certifying that this
Lease is unmodified and in full force and effect (or if there have been modifications, that the
same are in full force and effect as modified and stating the modifications), certifying the dates to
which the Rent and other charges have been paid, stating whether or not the other party is in
default in performance of any of its obligations under this Lease, to the best of the certifying
parties' knowledge, and, if so, specifying each such default, and stating whether or not any event
has occurred which, with the giving of notice or passage of time, or both, would constitute such a
default, and, if so, specifying each such event. Lessor also shall include in any such statements
such other information concerning this Lease as Lessor may reasonably request.
26.6. No Recordation. This Lease shall not be recorded in the Public Records of Palm
Beach County.
26.7. Governing Law. This Lease shall be governed by and construed in accordance
with the laws of the State of Florida, and in the event litigation arises between the parties in
connection with any of the terms of this Lease, exclusive venue shall lie in the Circuit Court in
Palm Beach County, Florida. If any provision of this Lease or the application thereof to any
person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, the
remainder of this Lease shall remain in full force and effect. The captions, headings and titles in
this Lease are solely for convenience of reference and shall not affect its interpretation. This
Lease shall be construed without regard to any presumption or other rule requiring construction
against the party causing this Lease to be drafted. Each covenant, agreement, obligation or other
provision of this Lease on Lessee's part to be performed shall be deemed and construed as a
separate and independent covenant of Lessee, not dependent on any other provision of this
24
Lease. All terms and words used in this Lease, regardless of the number or gender in which they
are used, shall be deemed to include any other number and any other gender, as the context may
require.
26.8. No Partnership or Joint Venture. Nothing contained in this Lease will be
deemed or construed to create a partnership or joint venture between Lessor and Lessee, or to
create any other relationship between the parties other than that of Lessor and Lessee.
26.9. Capacity to Execute Lease. Lessee represents that it is legally constituted, in
good standing and authorized to conduct business in the State of Florida. Lessee further
represents that the person who is executing this Lease on its behalf has the full power and
authority to perform such execution and deliver the Lease to Lessor, and that upon such
execution and delivery, the Lease shall be valid and binding upon Lessee in accordance with its
respective terms and conditions. Each of the persons executing this Lease on behalf of Lessee
represents and warrants that it is a duly organized and existing 501(c)(3) corporation. Lessor
represents that the person who is executing this Lease on its behalf has the full power and
authority to perform such execution and deliver the Lease to Lessee, and that upon such
execution and delivery, the Lease shall be valid and binding upon Lessor in accordance with its
respective terms and conditions.
26.10. Exculpation of Lessor. In the event that the City is no longer the Lessor, then,
and only in such event, Lessor's obligations and liability to Lessee with respect to this Lease shall
be limited solely to Lessor's interest in the Premises and neither Lessor, nor any officer, agent, or
representative of Lessor, shall have any personal liability whatsoever with respect to this Lease.
26.11. Waiver of Trial by Jury. IT IS MUTUALLY AGREED BY AND
BETWEEN LESSOR AND LESSEE THAT THE RESPECTIVE PARTIES HERETO
SHALL, AND THEY HEREBY DO, WAIVE TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES
AGAINST THE OTHER ON ANY MATTER ARISING OUT OF OR IN ANY WAY
CONNECTED WITH THIS LEASE.
26.12. Entire Agreement. This Lease constitutes the entire understanding between the
parties and shall bind the parties, their successors and assigns. No representations, except as
herein expressly set forth, have been made by either party to the other, and this Lease cannot be
amended or modified except by a writing signed by Lessor and Lessee.
26.13. Sale of Premises by Lessor. The parties agree that Lessor has the right to sell the
Premises, subject to this Lease, at any time during the Lease Term. Lessee shall have the right of
first offer as described in Section 15.3.
26.14. Governmental Functions.
a. The parties agree that this Lease shall not constitute a waiver of any portion of the
City of Delray Beach's Code of Ordinances, Land Development Regulations, or any other
applicable law, code, or regulation, and that the Lessee shall comply with all applicable statutes,
25
codes, regulations, and ordinances that apply to the Lessee's performance of its obligations
pursuant to this Lease.
b. To the extent approval or permission must be obtained from the City of Delray
Beach, such approval or permission shall be granted or denied in accordance with applicable
governmental regulations, rules, laws, and ordinances, and no person shall have any vested
rights.
C. The Lessor has not waived its sovereign immunity and the limits of tort liability
set forth in F. S. §768.28(5), as may be amended from time to time. Moreover, the Lessor desires
to enter into this Lease only if in so doing the Lessor can place a limit on the Lessor's liability
for any cause of action for money damages due to an alleged breach by the Lessor of this Lease,
so that its liability for any such breach never exceeds the sum of $10,000. Lessee hereby
expresses its willingness to enter into this Lease with a $10,000 limitation on recovery for any
damage action for breach of contract. Accordingly Lessee hereby agrees that the Lessor shall not
be liable to Lessee for damages in an amount in excess of$10,000 for any action for breach of
contract arising out of the performance or nonperformance of any obligations imposed upon the
Lessor by this Lease. The foregoing provisions shall not preclude an action by Lessee for
specific performance. Nothing contained in this subparagraph or elsewhere in this Lease is in any
way intended to be a waiver of the limitation placed upon the Lessor's liability as set forth in
Florida Statutes, Section 768.28; and
d. Any action by Lessor shall be without prejudice to, and shall not constitute a limit
or impairment or waiver of, or otherwise affect the Lessor's right to exercise its discretion in
connection with its governmental or quasi-governmental functions.
26.15. No Brokers. Lessor and Lessee each represents and warrants to the other that
such party has not authorized or employed, or acted by implication to authorize or to employ,
any real estate broker or salesman to act for such party in connection with this Lease. Each party
shall indemnify, defend and hold the other harmless from and against any and all claims by any
real estate broker or salesman for a commission, finder's fee or other compensation as a result of
the inaccuracy of such party's representation above.
26.16. No Rights of'Third Parties. Nothing contained in this Lease shall be construed
so as to confer upon any other party the rights of a third party beneficiary.
26.17. No Waiver. The waiver by the Lessor of any agreement, condition or provision
herein contained shall not be deemed to be a waiver of any subsequent breach of the same or any
other agreement, condition or provision herein contained, nor shall any custom or practice which
may grow up between the parties in the administration of the terms hereof be construed to waive
or to lessen the right of the Lessor to insist upon the performance by Lessee in strict accordance
with such terms. The subsequent acceptance of Rent hereunder by the Lessor shall not be
deemed to be a waiver of any preceding breach by Lessee of any agreement, condition or
provision of this Lease, other than the failure of Lessee to pay the particular rental so accepted,
regardless of the Lessor's knowledge of preceding breach at the time of acceptance of Rent.
26
26.18. Counterpart Execution. This Lease may be executed in counterparts, each of
which shall be a fully executed original and all of which together shall constitute one and the
same instrument. A facsimile or electronic mail copy of this Lease with signatures thereon will
be considered for all purposes an original hereof. Each party agrees to promptly deliver an
execution original to this Lease with its actual signature to the other party upon request, but a
failure to do so shall not affect the enforceability of this Lease, it being expressly agreed that
each party to this Lease shall be bound by its own electronic signature and shall likewise accept
the electronic signature of the other party.
26.19. Inspector General. Lessee is aware that the Inspector General of Palm Beach
County has the authority to investigate and audit matters relating to the negotiation and
performance of this Lease, and may demand and obtain records and testimony from Lessee.
Lessee understands and agrees that in addition to all other remedies and consequences provided
by law, the failure of Lessee to fully cooperate with the Inspector General when requested may
be deemed by the City to be a material breach of this Lease.
26.20. Time is of the Essence. Time is of the essence with respect to the payment of all
Rent and Additional Rent and with respect to the performance of every provision of this Lease
26.21. Prior Lease. The Renewal of Lease Agreement dated October 19, 2007 of the
Premises entered into between the Lessor and Lessee, as amended, is hereby terminated as of the
Commencement Date of this Lease.
26.23. Public Records Statutory Disclosure. Lessee shall comply with public records
laws as applicable to this Lease and to Lessee's obligations hereunder. IF THE LESSEE HAS
QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA
STATUTES, TO THE LESSEE'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS LEASE, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT CITY OF
DELRAY BEACH, CITY CLERK, 100 N.W. IST AVE., DELRAY BEACH, FLORIDA, (561)
243-7050, E-MAIL: publicrecordsrequestgm ddelraybeach.com.
26.24. Chapter 119, Fla. Stat. Compliance,
1 IF LESSEE HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO LESSEE'S DUTY TO PROVIDE PUBLIC
RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS AT CITY OF DELRAY BEACH, CITY CLERIC, 100 N.W. 1sT AVE.,
DELRAY BEACH FLORIDA. THE CITY CLERK'S OFFICE MAY BE CONTACTED
BY PHONE AT 561-243-7050 OR VIA EMAIL AT
CITYCLERI,cr,MYDEL YBEACH.COM.
a. Lessee shall comply with public records laws, specifically to:
i. Keep and maintain public records required by the City to perform the service.
ii. Upon request from the City's custodian of public records, provide the City
with a copy of the requested records or allow the records to be inspected or
27
copied within a reasonable time at a cost that does not exceed the cost
provided in Florida Statute or as otherwise provided by law.
iii. Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as authorized
by law for the duration of the Agreement term and following completion of
the Agreement if Lessee does not transfer the records to the City.
iv. Upon completion of the Agreement, transfer, at no cost, to the City all public
records in possession of Lessee or keep and maintain public records required
by the City to perform the service. If Lessee transfers all public records to the
City upon completion of the Agreement, Lessee shall destroy any duplicate
public records that are exempt or confidential and exempt from public records
disclosure requirements. If Lessee keeps and maintains public records upon
completion of the Agreement, Lessee shall meet all applicable requirements
for retaining public records. All records stored electronically must be provided
to the City, upon request from the City's custodian of public records, in a
format that is compatible with the information technology systems of the City.
V. If Lessee does not comply with this section, the City shall enforce the contract
provisions in accordance with the contract and may unilaterally cancel this
contract in accordance with state law.
[Remainder of this page is blank]
28
IN WITNESS WHEREOF, the parties have executed this Lease the day and year first above
written.
ATTEST:
CITY OF DELRAY BEACH, FLORIDA
City Clerk
By:
�P e
APPROVED AS TO LEGA F M: kC
By:
R. MafWan, bty Attorney
Two Witnessbs to Lessor's Execution:
Witness Signature
rrn c�.r - t d cm.w—)
Print Name of Witness
Witness Signature
Print Name of Witness
29
DELRAY BEACH HISTORICAL SOCIETY, a
Florida not-for-profit corporation.
By
Pn n e a174
Title : .d
Two Witnesses to Lessee's Execution:
Witness Signature
r;e iAjc
Print Name of Witness
fitness Signature
Print Name of Witness
STATE OF ? i .
COUNTY OF1...t
The foregoing instrument was acknowledged before me this day of
LA/V110 2018 k��^ ,
, b �R � t_S'Y �, , t-�� L,���'r �...,%,�ort s' -b���G, a Florida
corporation, on behalf of the corporation. He/She is personally known to,16/or has produced
(as identification) and did take an oath and who has authority
to bind the corporation.
F
Signature of Notary Public
My commission expires: GEETA MUKUND
Notary Public State of Florida
°tie® Expires May 29,2022
°�°', Commission No.GG 205370
LIST OF EXHIBITS
31
EXHIBIT "A"
Legal Description of the Premises
L I
TOWN OF DELRAY S 26.5 FT OF LT 5 & L
81N.0 BLK 67 (OLD SCHOOLSQUAREHIT DIST)
EXHIBIT
EXHIBIT "B"
Operating Commitments
1. DBHS shall manage and operate the historical resources located at 3 NE 1 st Street,
Delray Beach, Florida, including, but not limited to Cason Cottage Historic House Museum, The
1926 Florida Bungalow, and the Ethel Sterling Williams History Learning Center & Archives in a
manner that furthers to goals of the City with respect to historic preservation.
2. DBHS shall keep and maintain the Ethel Sterling Williams History Learning Center
& Archive Building open to the public on a regular, year-round basis in accordance with the Tri-
Party Agreement between the CITY, DBHS, and Palm Beach County, attached as Exhibit "C" of
this Agreement.
3. DBHS shall archive acceptable materials in accordance with the DBHS
Acquisitions Policy and store said archives using professional and industry standard preservation
and conservation materials to ensure sustainability.
4. DBHS shall provide an archivist responsible for fulfilling research requests and
receiving donated items for the purpose of expanding the archival collection of the DBHS.
5. DBHS shall produce a minimum of two major exhibits per year, each accompanied
by an educational component such as lectures, workshops or auxiliary events.
6. DBHS shall provide tours and educational programming to visitors and students,
especially targeting those in community groups or underserved populations who would not
otherwise be able to participate in the programs. DBHS shall aim for 3,500 visitors per year.
EXHIBIT "C"
10/15/2N3 16:24:05 21303 90
OR BK 16027 PG 1597
Palm Beach County, Florida
Robert W.Federspiel,Esq.
smnnar,Ditfta,RdGmPW&DoWing
151 N.W.1at A-mA
oalray Baaeh,FL 33444
Q
O
HISTORIC FACADE ARCHITECTURAL
ROL AND REDEVELOPMENT EASEMENT
THIS HISTORIDE ARCHITECTURAL CONTROL AND REDEVELOPMENT
EASEMENT made thi day of 200_, by and between
the CITY OF DELRAY , ("Grantor' and the COMMUNITY REDEVELOPMENT
AGENCY OF DELRAY B entity created pursuant to Chapter 163 of the Florida
Statutes, ("Grantee").
WITNESSETH:
WHEREAS,the Grantee is o ed as a redevelopment agency under the laws of
the State of Florida and is empo facilitate redevelopment of designated areas
within the City of Delray Beach, Flori ,
WHEREAS,the Grantee is auth ze preserve significant properties within its
redevelopment area and to facilitate t r �elopmen# of properties which have
deteriorated and are a part of the slum and t such area and after redevelopment
to preserve such improvements in order to i the integrity of the redevelopment
project; and
0
WHEREAS,the Grantor is owner in fee si at real property in the City of
Delray Beach, Palm Beach County, Florida, (her i the Premises,") described in
Exhibit"A"hereto said Premises including structure (hereinafter the"Building")and is
more particularly described below; and /��
WHEREAS,the Grantee is willing to provide Fifty Til �s d Dollars($50,000.00)to
the Grantors Lessee, the Delray Beach Historical Soci the renovation of the
Building;and
WHEREAS, the Grantor and Grantee recognize th nd significance of i
preserving and controlling the architectural appearance and facade of the exterior of the
Building and the appearance of the Premises as they relate to the overall integrity of the
redevelopment of the area within which the Premises are located and have the common
purpose of conserving and preserving the value and integrity of the redevelopment efforts
expended. Said Premises including One structure commonly known as the 1925 Historic
Bungalow also known as the Lavender Shutter Building(hereinafter"the Building"),and is
more particularly described below:
The South 32 feet of Lot 5 and all of Lots 6,7,and 8,Block 67,TOWN OF
DELRAY,formerly Town of Linton,according to the Plat thereof recorded in
Plat Book 1,Page 3,of the Public Records of Palm Beach County,Florida.
i
Book16027/Page1597 Page 1 of 21
WHEREAS,the Grantor and Grantee recognize the historical,cultural,and aesthetic
value and significance of the Premises, and have the common purpose of conserving and
preserving the aforesaid value and significance of the Building; and
WHEREAS, the grant of the Historic Facade Architectural Control and
Redevelopment Easement by Grantor to Grantee on the real property referred to herein will
assist in preserving and maintaining the Premises and its architectural, historical, and
cultural fe es; and
es*
E S,the grant of the easement by Grantor to Grantee on the Historic Facade
Archite ntrol and Redevelopment Easement to Grantee on the Premises will assist
in presery Maintaining the aforesaid value,integrity of the Premises,redevelopment
effort and ignificance of the Premises; and
, I I
WHER172, as 15ell as providing the assurances required by the Grantee that its
redevelopment eff will be preserved; and
WHEREAS, at and,Grantor desires to grant to Grantee,and Grantee desires to
accept, a Historic Faca rchitectural Control and Redevelopment Easement on the
Premises, pursuant to e ws of the State of Florida.
NOW,THEREFO onsideration of Ten Dollars ($10.00)and other good and
on
valuable consideration inclu e payment of Fifty Thousand Dollars($50,000.00)by the
Grantee to the Grantor's Le e, receipt of which is hereby acknowledged, Grantor does
hereby irrevocably grant andunto the Grantee a Historic Facade Architectural
e
Control and Redevelopment &9 nt in gross in perpetuity (which easement is more
particularly described below and i'shn naft
' er"the Easement") in and to that certain real
property and the exterior surface f h
guI ilding located thereon, owned by the Grantor,
3
and more particularly described as:
The Easement,to be of the natur haracter hereinafter further expressed shall
constitute a binding servitude upon said r f the Grantor, and to that end Grantor
covenants on behalf of itself, its success assigns, with Grantee, its successors,
and assigns, such covenants being deems t a binding servitude, in perpetuity,
with the land, to do upon the Premises each t owing covenants and stipulations,
which contribute to the public purpose in that th ignificantly in the preservation of the
Building and surrounding land area, and which h I intain and assure the present and
future historic integrity of the Building:
I. Description of Facade. In order to m ke ore certain the full extent of
Grantor's obligations and the restrictions on the Premis luding the Building), and in
order to document the external nature of the Building he date hereof, attached
hereto as Exhibit "N' and incorporated herein by this refe n are a set of photographs
depicting the exterior surfaces of the Building and the surro roperty. It is stipulated
by and between Grantor and Grantee that the external na o uilding as shown in
2
Book16027/Page1598 Page 2 of 21
Exhibit"B"is deemed to be the external nature of the Building as of the date hereof and as
of the date this instrument is first recorded in the land records of Palm each County,State
of Florida. The external nature of the Building as shown in Exhibit "B" is hereinafter
referred to as the "Facade".
2. Grantor's Covenants. In furtherance of the easement herein granted,Grantor
undertakes of itself, to do (and to refrain from doing as the case may be) upon the
Premises e h of the following covenants, which contribute to the public purpose of
Premises e
signifi tecting and preserving the Premises:
Grantor shall not demolish, remove or raze the Building or the Facade
except tasi @in Paragraphs 6 and 7.
Without the prior express written permission of the Grantee,signed by
a duly authort7re (Wntative thereof, Grantor shall not undertake any of the following
-;6�
actions'. 0)1 ase or decrease the height of the Facade or the Building;
(ii) aJdVIy affect the structural soundness of the Facade;
v
(iii) ma changes in the Facade including the alteration, partial
I M.
removal, construction ree , or other physical or structural change including any
change in color or surfacing, espect to the appearance or construction of the Facade,
f
with the exception of ordinapmaintenance pursuant to Paragraph 2(c) below;
(iv) erect anytt n the Premises or on the Facade which would prohibit
them from being visible from stree el, except for a temporary structure during any
i r
period of approved alteration on;
91
(v) permit any signifi onstruction,repair,repainting,or refinishing of
the Facade that alters their state from t g condition. This subsection (v)shall not
include ordinary maintenance pursuant o ph 2(c) below;
(vi) erect, construct, or ing on the Premises that would
encroach on the open land area surrounding i ding and interfere with a view of the
Facade or be incompatible with the historic or Lural character of the Building or the
Facade.
(c) Grantor agrees that at all time intain the Building in a good and
sound state of repair and to maintain the Facade an he uctural soundness and safety
of the Building and to undertake a maintenance progra s s to prevent deterioration of
the Facade which shall include but not be limited to rep nce within a ten year(10)
period or as otherwise may be required to maintain the bu I i in a reasonable condition.
Subject to the casualty provisions of Paragraphs 5 throug s obligation to maintain
shall require replacement, rebuilding, repair, and recons io henever necessary to
Book16027/Page1599 Page 3 of 21
have the external nature of the Building at all times appear to be and actually be the same
as the Facade.
(d) No buildings or structures,including satellite receiving dishes,camping
accommodations, or mobile homes not presently on the Premises shall be erected or
placed on the Premises hereafter, except for temporary structures required for the
maintenance or rehabilitation of the property, such as construction trailers.
No signs, billboards,awnings,or advertisements shall be displayed or
platA
ser or Building; provided, however,that Grantor may,with priorwritten
appron the sole discretion of Grantee, erect such signs or awnings as are
copa preservation and conservation purposes of this easement and
approify the Premises and Building and any activities on the Premises or in
the Buapproval from Grantee shall not be unreasonably withheld.
C�
(f) 4sitscretion
pographical changes,including but not limited to excavation,shall
occur on the Prerovided, however, that Grantor may, with prior written approval
from and in the of Grantee, make such topographical changes as are
consistent with and rea bly necessary to promote the preservation and conservation
purposes of this ease
( ) Thera no removal, destruction, or cutting down of trees,
shrubs, or other vegetation Premises, provided, however, that Grantor may with
prior written approval from nd in the sole discretion of Grantee, undertake such
landscaping of the Premisesompatible with the preservation and conservation
purposes of this easement a ich may involve removal or alteration of present
landscaping, including trees, shru;�o�ianner
ther vegetation. In all events, Grantor shall
maintain trees, shrubs,and lawn in and appearance in conformity with good
forestry practices.
(h) No dumping of a sh, rubbish, or any other unsightly or
offensive materials shall be permitted on erjses.
(i) The Premises shall be for purposes consistent with the
preservation and conservation purposes of th' ment.
0) The Premises shall not be s ded and the Premises shall not be
devised or conveyed except as a unit. r'-
(k) No utility transmission lines,excep th reasonably necessaryforthe
existing Building, may be created on said land, sub' t utility easements already
recorded.
(1) To maintain at all times the subject pr on the City of Delray
Beach's local historic designation pursuant to the requirem 1 Land Development
4
i
ook16027/ age1600 Page 4 of 21
Regulations of the City of Delray each (1996).
3. Public View. Grantor agrees not to obstruct the substantial and regular
opportunity of the public to view the exterior architectural features of any building,structure,
or improvements of the Premises from adjacent publicly accessible areas such as public
streets.
4. Standards for Review. In exercising any authority created by the Easement
to ins Premises, the Building, or the Facade; to review any construction or
alterati or view casualty damage or to reconstruct or approve reconstruction of the
Building g casualty damage, Grantee shall apply the Standards for Rehabilitation
and G"uid PRehabilitating Historic Building, issued and as may be amended from
u
4
g
id
or Standards d
Premises,a
m
view
card
is
ce
s
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a
casualty
PRehaf
c
it,
t Secretary
d/or
aff c�!
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S
time to tim Secretary of the United States Department of the Interior(hereinafter
the "Standar d/or state or local standards considered appropriate by Grantee for
review of wo a c&g historically or architecturally significant structures or for
.0 ti ruc
construction of ructures within historically, architecturally, or culturally significant
areas, and when ntee receives notice that the Standards have been amended, it
e
shall notify Granto e amendment. In the sole judgment of the Grantee, the Grantee
may apply reasonable native standards and notify Grantor of the substituted
standards.
5. Casualty�D Destruction. In the event that the Premises or any part
thereof shall be damaged or oyed by casualty,the Grantor shall notify the Grantee in
c
I v 0*
writing within one (1)day of da fai age or destruction, such notification including what, if
any, emergency work has alre en completed. For purposes of this instrument, the
s
term "casualty" is defined as s sudden damage or loss as would qualify for a loss
deduction pursuant to Section 165( f the Code(construed without regard to the legal
status,trade, or business of the Gr o r any applicable dollar limitation). Norepairs or
to
r
e Code
'i
c'
t Van y a
I ca
�t pp
reconstruction of any type, other t porary emergency work to prevent further
I! f 4
damage to the Property and to prot lic safety, shall be undertaken by Grantor
without the Grantee's prior written appr work. Within four(4)weeks of the date
itJo th
of damage or destruction,the Grantor shal itJo the Grantee a written report prepared
if r i
by a qualified restoration architect and an required, acceptable to the Grantor
and the Grantee which shall Include the foil
(a) an assessment of the nat the extent of the damage;
(b) a determination of the feasib'i e restoration of the Facade
and/or reconstruction of damaged or destroyed po of the Premises; and
(c) a report of such restoration/reconst ti work necessary to return the
Promises to the condition existing at the date (hereof or ompletion of any required
omi
work as set forth in the Easement). If in the opinion of th ee, after reviewing such
report, the purpose and intent of the Easement e served by such
restoration/reconstruction, the Grantor shall within eighi%tee721 rths after the date of
5
Book16027/Page1601 Page 5 of 21
such change or destruction complete the restoration/construction of the premises in
accordance with plans and specifications consented to by the Grantee up to at least the
total of the casualty insurance proceeds. Grantee has the right to raise funds toward the
costs of restoration of partially destroyed premises above and beyond the total of the
casualty insurance proceeds as may be necessary to restore the appearance of the
Facade, and such additional costs shall constitute a lien on the Premises until repaid by
Grantor.
*tfide
s Remedies FollowingCasual Damage. The foregoing
notwitevent of damage resulting from casualty,as defined at Paragraph 5,
which ude and extent as to render repairs or reconstruction of the Building
imposapplicable insurance proceeds, as determined by Grantee by
referecost estimates, then
r tee may elect to reconstruct the uilding using insurance
procer other funds received by Grantor or Grantee on account of such
casualty,but othe ' t its own expense(such expense of Grantee to constitute a lien on
the premises until id in full); or
(b) G n may elect to choose any salvageable portion of the Facade
and remove them from ises, extinguish the easement pursuant to Paragraph 24,
and this instrument shat on lapse and be of no further force and effect, and
Grantee shall execute and to Grantor acknowledged evidence of such fact suitable
for recording in the land rec s of Palm Beach County, Florida, and Grantor shall deliver
to Grantee a good and sufficie of Sale for such salvaged portions of the Facade. j
7. Review After asua loss. If in the opinion of the Grantee,
restoration/reconstruction would n t se a the purpose and intent of the Easement, then
the Grantor shall continue to compl a provisions of the Easement and obtain the
prior written consent of the Grantee vent the Grantor wishes to alter, demolish,
remove, or raze the Building, and/or co ew improvements on the Premises.
0
8. Grantee's Covenants. The reby warrants and covenants that:
(a) In the event the Grantee ase to exist,then all of its rights and
obligations under the easement shall pass to a to the benefit of the City of Delray
Beach, Florida.
(b) Grantee may, at its discretion without prior notice to Grantor,
convey, assign,or transfer this easement to a unit of fade state,or local government or
to a similar local,state,or national organization whose p s,inter glia, are to promote
the preservation of the redevelopment effort expen the Premises and the
surrounding properties, provided that any such convey assignment, or transfer
requires that the preservation and redevelopment purposes ich the easement was
granted will continue to be carried out.
i
Book16027/Page1602 Page 6 of 21
(c) Grantee shall exercise reasonable judgment and care in performing its
obligations and exercising its rights under the terrns of the Easement.
9. Lection. Grantor hereby agrees that representatives of Grantee shall be
permitted at all reasonable times to inspect the Premises, including the Facade and the
Building. Grantor agrees that representatives of Grantee shall be permitted to enter and
inspect th terior of the Building to ensure maintenance of structural soundness and
safety° 1 on of the interior will not; in the absence of evidence of deterioration,take
place re o than annually, and may involve reasonable testing of interior structural
conditio ction of the interior will be made at a time mutually agreed upon by Grantor
and Gra , Grantor covenants not to withhold unreasonably its consent in
determininand time for such inspection.
10. Gra ee's R edies. Grantee has the following legal remedies to correct any
violation of anynt, stipulation,or restriction herein,in addition to any remedies now
or hereafter provi law.
(a) Gr a may,following reasonable written notice to Grantor, institute
suit(s) to enjoin such 'o n by ex parte, temporary, preliminary, and/or permanent,
injunction, including pr and/or mandatory injunctive relief, and to require the
restoration of the Pre the condition and appearance required under this
instrument.
(b) Represeni of the Grantee may, following reasonable notice to
Grantor, enter upon the Prer , correct any such violation, and hold Grantor, its
successors, and assigns, responsib r the cost thereof.
Grantee shall reasonable care in selecting independent
contractors if it chooses to retain such tors to correct any such violations, including
making reasonable inquiry as to wheth h contractor is properly licensed and has
adequate liability insurance and workma ' nsation coverage.
(c) Grantee shall also hav all legal and equitable remedies to
enforce Grantor's obligations hereunder.
(d) In the event Grantor is fown t ave violated any of its obligations,
Grantor shall reimburse Grantee for any costsses incurred in connection
therewith, including all reasonable court costs, and ey's, architectural, engineering,
and expert witness fees.
(e) Exercise by Grantee of one reme under shall not have the
effect of waiving or limiting any other remedy,and the failu ercise any remedy shall
not have the effect of waiving or limiting the use of any oth dy or the use of such
remedy at any other time.
I
ook1 0271 Page 1603 Page 7 of 21
11. Notice from Government Authorities. Grantor shall deliver to Grantee copies
of any notice, demand, letter, or bill received by Grantor from any government authority
within five(5)days of receipt by Grantor. Upon request by Grantee, Grantor shall promptly
furnish Grantee with evidence of Grantoes compliance with such notice,demand,letter,or
bill, where compliance is required by law.
12. ntor shall promptly notify Grantee in writing of any proposed sale of the
Premi rovide the opportunity for Grantee to explain the terms of the Easement to
potents ne ners prior to sale closing.
13. D with the Land. The obligations imposed by this Easement shall be
t
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1 3
n
e
n
rto
0
n
r
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a
's
t
e p I
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0 with I'
effective in ity and shall be deemed to run as a binding servitude with the premises.
er
iv
s
This'Easem 11 extend to and be binding upon Grantor and Grantee,their respective
successors in ere t,(9nd all persons hereafter claiming under or through Grantor and
te s
s
Grantee, and th t'Grantor"and "Grantee"when used herein shall include all such
s y
persons. Anythin ined herein to the contrary notwithstanding, a person shall have
to
no obligation purs to this instrument where such person shall cease to have any
interest in the premises eason of a bona fide transfer. Restrictions, stipulations, and
covenants contained I strument shall be inserted by Grantor,verbatim or by express
reference, inan su soee� ed or other legal instrument by which Grantor divests itself
ofeither the fe p
simple r any lesser estate in the premises or any part thereof,
including, by w of examp not limitation, a lease of office space.
I
14. Recording. Gran ii 11 do and perform at its own cost all acts necessary to
the prompt recording of this inst t in the land records of Palm Beach County, Florida.
tv�rr
This instrument is effective only up ecording in the Public Records of Palm each
County, Florida.
15. Existing Liens. Grantois to Grantee that no lien or encumbrance
�a)
exists on the premises as of the date Grantor shall immediately cause to be
satisfied or release any lien or claim of lie Wy hereafter come to exist against the
premises which would have priority over h rights, title, or interest hereunder of
Grantee.
16. Subordination of Mortgages and L Grantor and Grantee agree that all
mortgages and rights in the property of all M es and Leases are subject and
subordinate at all times to the rights of the Grantee the purposes of the Historic
Facade Architectural Control and Redevelopment ment. The following provisions
apply to all Mortgagees now existing or hereafter hol in ortgage on the Premises:
(a) If a mortgage grants to a Mortgagee t to receive the proceeds
of condemnation proceedings arising from any exercise of e er of eminent domain as
to all or any part of the Premises or the right to receive insu roceeds as a result of
any casualty, hazard, or accident occurring to or about the the Mortgagee shall
Book16027/Page1604 Page 6 of 21
have a prior claim to the insurance and condemnation proceeds and shall be entitled to
same in preference to Grantee until the mortgage is paid off and discharged,
notwithstanding that the mortgage is subordinate in priority to the Easement.
(b) If a Mortgagee has received an assignment of the leases, rents, and
profits of the Premises as security or additional security for a loan, then the Mortgagee
shall have n prior claim to the leases, rents, and profits of the Premises and shall be
entitled d to eive same in preference to Grantee until said Mortgagee's debt is paid off,
notwit i that the Mortgage is subordinate to the Easement.
Until a Mortgagee or purchaser at foreclosure obtains ownership of the
Premises foreclosure of its Mortgage or deed in lieu of foreclosure,the Mortgagee
s-
e
t
0
Premises
e
v
e same
Um
th
e
e
n
Porec
i
I
I
11
or purchas have no obligation, debt, or liability under the Easement,
e&re exercising any right or remedy due to breach of the Easement
except the rightin a violation hereof, Grantee shall give all Mortgagees of record
written notice de 4' the default, and the Mortgagees shall have sixty (60) days
use
thereafter to cure use a cure of the default.
(e) contained in the above paragraphs or in the Easement shall
contained
be construed to give tanagee the right to extinguish this Easement by taking title to
0
the Premises by foreclos erwise.
ti t 8
17. Indemnification. the extent permitted by law, the Grantor hereby agrees to
pay, protect, indemnify, holdss, and defend at its own cost and expense, the
Grantee,its agents,director,an loyees,or independent contractors from and against
IVP
any and all claims, liabilities, exp s, costs, damages, losses, and expenditures
(including reasonable aftorneys'fe a disbursements hereafter incurred)arising out of
or in any way relating to the administ erformed in good faith,of this Historic Facade
Architectural Control and Redevelop asement, including, but not limited to, the
granting or denial of consents hereund orting on or advising as to any condition
on the Premises, and the execution of wo hg Premises. This provision shall not be
deemed to effect a waiver of sovereign im
18. Taxes. Grantor shall pay imine t when first due and owing,all general
taxes, special taxes, special assessments, w rges, sewer service charges, and
other charges which may become a lien on the es. Grantee is hereby authorized,
but in no event required or expected,to make or adv on three(3)days prior written
notice to Grantor, in the place of Grantor, any pay relating to taxes, assessments,
water rates,sewer rentals, and other governmental or mu ality charge,fine,imposition,
or lien asserted against the premises and may do so a or ng to any bill, statement, or
estimate procured from the appropriate public office wi quiry into the accuracy of
such bill, statement, or assessment or into the validity of x, assessment, sale, or
forfeiture. Such payment, if made by Grantee,shall become on the premises of the
same priority as the item if not paid would have had and interest until paid by
9
Book 1 6027/Page 1605 Page 9 of 21
Grantor at two (2) percentage points over the prime rate of interest from time to time
charged by SunTrust Bank, South Florida, N.A.
19. Insurance. The Grantor shall keep the premises insured by an insurance
company rated"A+"or better by Best's for the full replacement value against loss from the
perils commonly insured under standard fire and extended coverage policies and
comprehensive general liability insurance against claims for personal injury, death, and
property d age of a type and in such amounts as would, in the opinion of the Grantee,
norm I rried on a property such as the Premises protected by a Historic Facade
age
rrie0
d
Archit Ural ntrol and Redevelopment Easement. Such insurance shall include
t
Grantee' st and name Grantee as an additional insured and shall provide for at least
thirty (30) Oce to Grantee before cancellation and that the act or omission of one
insured
property age
the policy as to the other insured party. Furthermore,the Grantor
shall deliver rantee fully executed copies of such insurance policies evidencing the
c
aforesaid insu ce R5erage at the commencement of this grant and copies of new or
renewed policiest ten (10)days prior to the expiration of such policy, The Grantee
shall have the ri ovide insurance at the Grantors cost and expense, should the
-i
Grantor fail to o*btaame. In the event the Grantee obtains such insurance,the cost of
such insurance shall be 'en on the Premises until repaid by the Grantor.
t
20. Written N ny notice which either Grantor or Grantee may desire or be
t 0 sl
required to give to the oth shall be in writing and shall be mailed postage prepaid by
mail w tj
registered or certified mail urn receipt requested, or hand delivered; if to Grantor,
City
vs.
then in care of the City Attor ys' Office at 200 N.W. First Avenue, Delray each, Florida
33444, and if to Grantee,then i West Atlantic Avenue, Delray each, Florida 33444.
Each party may change its add set forth herein by a notice to such effect to the other
party. Any notice, consent, approva reement, or amendment permitted or required of
Grantee under the Easement may gi n by the Executive Director of the Grantee or by
any duly authorized representative rantee.
21. Evidence of Compliance, quest by Grantee, Grantor shall promptly
furnish Grantee with evidence I Hance with any obligation of Grantor
contained herein.
22. Extinauishment. Grantor and n hereby recog n ize that a n u nexpected
change in the conditions surrounding the Pre ay make impossible the continued
ownership or use of the Premises for the pres a n and conservation purposes and
necessitate extinguishment of the Easement.t. uc in conditions includes,but is
not limited to, partial or total destruction of the Bu' or the Facade resulting from a
casualty of such magnitude that Grantee approves de ol' ' as explained in Paragraph 5
and 7, or condemnation or loss of title of all or a portio Premises,the Building, or
the Facade. Such an extinguishment must comply with wing requirements:
(a) The extinguishment must be the resul al judicial proceeding;
10
Book16027/Page1606 Page 10 of 21
(b) Grantee shall be entitled to share in the net proceeds resulting from
the extinguishment in an amount equal to the value of the Easement.
(c) Net proceeds shall include, without limitation, insurance proceeds,
condemnation proceeds of awards, proceeds from a sale in lieu of condemnation, and
proceeds from the sale or exchange by Grantor of any portion of the Premises after the
extinguish ent, but shall specifically exclude any preferential claim of a Mortgagee under
extinguish ent, t
Paragrap
rpretation and Enforcement. The following provisions shall govern the
I tj
effective terpretation, and duration of the Easement.
Any rule of strict construction designed to limit the breadth of
restrictions nation or use of property shall not apply in the construction or
interpretation his in meat, and this instrument shall be interpreted broadly to effect its
preservation an ervation purposes and the transfer of rights and the restrictions on
use herein conte' provided in the Act.
(b) TOhitrument shall extend to and be binding upon Grantor and all
persons hereafter clad nder or through Grantor, and the word "Grantor"when used
herein shall include al ersons, whether or not such persons have signed this
instrument or then have n rest in the premises. Anything contained herein to the
contrary notwithstanding, a n shall have no obligation pursuant to this instrument
where such person shall cgeto have any interest(present, partial,contingent,collateral,
or future)in the premises by re f a bona fide transfer for full value. Any right,title,or
interest herein granted to Gran Iso shall be deemed granted to each successor and
assign of Grantee and each such f ing successor and assign thereof, and the word
"Grantee"shall include all such su e rs and assigns.
(c) This instrument uted in counterparts, each page of which
(including exhibits)has been initialed b and Grantee for purposes of identification.
In the event of any disparity between the c rts produced,the recorded counterpart
shall in all cases govern. Except as provid e each counterpart shall constitute the
agreement of the parties. Immediately aft n hereof, one counterpart shall be
held by each of Grantor, Grantee, and th arer of this instrument, Robert W.
Federspiel, Esq.
(d)To the extent that Grantor owns or to development rights which
may exist now or at some time hereafter by reaso e fact that under any applicable
zoning or similar ordinance the Premises may be ve ed to use more intensive (in
terms of height, bulk, or other objective criteria regula such ordinances) than the
Premises are devoted as of the date hereof, such ment rights shall not be
exercisable on, above, or below the Premises during the r f the Easement, nor shall
they be transferred to any adjacent parcel,
Book16027/Page1607 Page 11 of 21
(e)For purposes of furthering the preservation of the Promises and Building
and of furthering the other purposes of this instrument, and to meet changing conditions,
Grantor and Grantee are free to amend jointly the terms of this instrument in writing without
notice to any party; provided, however,that no such amendment shall limit the perpetual
duration or interfere with the preservation and conservation purposes of the donation Such
amendment shall become effective upon recording among the land records of Palm Beach
County, Florida.
The terms and conditions of this easement shall be referenced in any
transfIthoperty by the Grantor, his heirs, successors, and assigns.
The invalidity or unenforceability of any vision of this instrument
shall alidity or enforceability of any other provision of this instrument or any
ancillentary agreement relating to the subject matter hereof.
0
(h) is instrument is made pursuant to the laws of the State of Florida,
but the invalidity h statute or any part thereof shall not affect the validity and
enforceability of thi strument according to its terms, it being the intent of the parties to
agree and to bind them es, their successors, and their assigns in perpetuity to each
term of this instrumen er this instrument be enforceable by reason of any statute,
common law, or privat ment either in existence now or at any time subsequent
hereto. This instrument e.recorded at any time by any person if the effect of such
re-recording is to make mor in the enforcement of this instrument or any part thereof.
The invalidity or unenforce ility of any provision of this instrument shall not affect the
validity or enforceability of ar provision of this instrument or any ancillary or
supplementary agreement rela ' o the subject matter hereof.
(i) Nothing contaiVt
ll be interpreted to authorise or permit
Grantor to violate any ordinance orting to building materials, construction
methods, or use. In the event of aeen any such ordinance or regulation
and the terms hereof, Grantor proify Grantee of such conflict and shall
cooperate with Granteeand the rnmental entity to accommodate the
purposes of both this instrument ane or regulation.
This instrumene agreement of Grantor and Grantee.
Any prior or simultaneous corresponden derstandings, agreements, and
representations are null and void upon execution f, unless set out in this instrument.
(k) Wherever the approval of the a is required in this Agreement,
such approval may be arbitrarily withheld.
IN WITNESS WHEREOF, on the date first show , Grantor has caused this
Historic Facade Architectural Control and Redevelopm se ent to be executed,
sealed, and delivered; and Grantee has caused this instru be accepted, sealed,
and executed in its corporate name by its Executive Direct sted by its Secretary.
iz
ook16027/Pa e1 08 Page 12 of 21
N R:
CITY Y
Tf
By:
�&UVk J r y P rlman, Mayor
Attested y:
Printed am e { I()Lbtoo
Title: Q-
0 0
Approved to legal rm and
soffit' o
By:
Printed"Name:
Title:
GRANTEE:
DELRAY B H OMMU ITY
EDV LO of Y
/
By:
j Printed m
`title:
Attested By:
Printed Name: "T-
Title:
C)
Approved as to legal f and
sufoieno .
BY:
PrintedName:
it
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SCHEDULE HIIIT
A. hotograhs of Protected Property (Baseline Documentation)
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Historically designated, authentically furnished and reflecting the South Florida lifestyle from
1915 to 1935, The Cason Cottage Historic Hoose Museum is devoted to the preservation of
Delray Beach History. It is a vernacular style house with craftsman cottage details, solidly
constructed with Dade County pine —one of the only few left in Delray. Reverend John
Cason, Sr., community leader and Methodist minister, whose descendants still live in Delray
Beach, built the cottage in 1924. It was built on its current site, part of OSSHAD, and has
survived the three 20th Century hurricanes of 1926, 1928 and 1947. Reverend Cason and his
wife moved to Delray to be near their son, John Cason, Jr., who was the first physician in
Delray Beach, a former Commissioner and Mayor and was instrumental in bringing electricity
and municipal water to Delray. The Society and the City of Delray Beach restored Cason
Cottage through a joint effort in 1988.
The Museum is open to the public for docent-guided tours and a glimpse of life during Delray's
pioneer days. Through our tours, programs and events, visitors learn how the town was settled,
who the key pioneers were and how their perseverance and vision relates to our modern day
Delray Beach.
CONTENTS:
Furniture: 3 wicker chairs, wicker sofa, wicker desk and shelf topper, writing desk and four
chairs, four glass encased book shelves, 14 chairs (various types), one full bed and mattress, two
baby cribs, two dressers, two child bookcases, round dining table, sideboard, pipe organ, organ
bench, two side tables, kitchen table, framed family photos, approximately 10 wall hangings
(portraits, various art, maps), phonograph machine, typewriter, desk, typewriter, old
telephone, antique writing instruments, kitchen equipment and tools, stove, refrigerator, sink,
ironing board, old washing machine, irons, medicine chest items, various lamps and lighting
fixtures, one ceiling fan. Storage includes phonograph records, decorations, event supplies and
books.
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The "Hunt House" is an original Florida farmhouse built in 1908. It was rescued and moved
from a prior location in Delray Beach and dedicated and named the Ethel Sterling Williams
History Learning Center & Archive in 2009. This state-of-the-art and award-winning center
houses the City's archives and is open for local research, school classes, tours and exhibits.
Individuals, writers, researchers, homeowners, students, businesses, government agencies and
organizations are served year round.
Along with private donations, the City, County and State have invested in excess of$650,000
to ensure that.Delray Beach historical records are secure, accessible and useful for educational
and civic purposes.
The materials, pictures and information in the archive collection totaling over 25,000 items are
meticulously organized and stored in an "Archive Bunker" attached to the Ethel Sterling
Williams History Learning Center. The Bunker is built of concrete and steel, space rated to
withstand a category five hurricane. Features of the Bunker include incandescent low-level
lighting, air-conditioning and dehumidifying to maintain a constant temperature and
humidity, a gas back-up generator in case of long-term interruption of power, and industry-
standard library track rolling shelves—all to preserve the record of Delray Beach history.
CONTENTS:
Built-in desk, two free standing desks, built-in wall cabinets, one museum case with top, one
museum cabinet, two computers, two printers/scanner, one Ipad, displayed artifacts, antiques
and museum graphics, over 300 books, binders, reference materials, three lamps, small
refrigerator, microwave, free standing bathroom cabinet, mirror, framed art, lighting fixtures.
ARCHIVE CONTENTS:
Over 25,000 individual items in the form of documents, scrapbooks, books, original art,
manuscripts, photographs, oral/video histories, letters, clothing, three dimensional artifacts,
official records and textiles are included under the following headings:
Advertisements
Area Maps
Artwork
Artists &Writers Colony Period
Architecture & Buildings
Agriculture & Farming
Business, Industry, & Banking
Cason Cottage
Churches & Cemeteries
City Directories & Calendars
City Government, Clubs, & Organizations
City Preservation Materials
Delray Beach School Yearbooks
Ethnic and Cultural Groups
African-American Pioneers
European (esp. German)-American Settlers
Haitian Immigrants
Japanese (Yamato) Settlers &Immigrants
Seminole Tribe of Florida
Civil Rights
Festivals & Celebrations
Medical Facilities
Media Coverage (Newspapers)
Monuments & Markers
Natural History
Conservation
Dune Restoration
Hurricanes
Intracoastal Waterway
Notable People & Families
Founders
Politicians
Postal Service
Pre-Settlement Period (pre-1890s)
Rare Books
Linton Settlement
Delray/Delray Beach
Palm Beach County
Tourism & Recreation
Atlantic Avenue
Beaches
Fishing
Historic Homes
Hotels & Restaurants
Parks
Sports & Recreation Facilities
Surfing
Transportation
Florida East Coast (FEC) Railroad
Marine/Nautical, Shipwrecks
Roads & Bridges
Seaboard Air Line Railway Station
Wars & Battles
Spanish-American War
World War I
World War II
Vietnam War
Conflicts in the Middle East
Influence on life in Delray
In addition, there are three front-to-back revolving shelves, conference table, six flat files, 2
bookshelves and lighting fixtures.
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This historic, vernacular cottage, also rescued from demolition in Delray Beach, was built in
1926. The cottage provides the Historical Society with primary space for rotating exhibits on
local history and is also the office of the Executive Director.
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CONTENTS:
Museum case and topper, wicker sofa, two wicker chairs, antique phone desk, one computer,
one printer, two tables/desks, file cabinet, two book shelves, various event supplies,
refrigerator, linens, lighting fixtures, lamps, artifacts, art and displayed exhibit materials.