Res 73-99RESOLUTION NO. 73-99
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
DELRAY BEACH, FLORIDA, AUTHORIZING THE CITY TO
TRANSFER AND EXCHANGE CERTAIN REAL PROPERTY IN PALM
BEACH COUNTY, FLORIDA, AS DESCRIBED HEREIN, HEREBY
INCORPORATING AND ACCEPTING THE CONTRACTS STATING
THE TERMS AND CONDITIONS FOR THE TRANSFER AND
EXCHANGE BETWEEN THE COMMUNITY REDEVELOPMENT
AGENCY (CRA), THE CITY OF DELRAY BEACH, FLORIDA, AND
BLOCK 77.
WHEREAS, the City of Delray Beach, Florida, wishes to transfer and exchange property in
Delray Beach, Florida, to provide for a public parking facility; and
WHEREAS, it is in the best interest of the City of Delray Beach, Florida, to exchange certain
property for the purpose described above.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF
DELRAY BEACH, FLORIDA, AS FOLLOWS:
as:
Section I. The City shall transfer to the Community Redevelopment Agency property described
The South 59.84 feet of Lots 4, 5 and 6, Lot 13 less the North 16 feet thereof,
and Lot 7 less the North 16 feet thereof, all located on Block 77, town of
Linton (now Delray Beach) according to the Plat thereof as recorded in Plat
Book 1, Page 3 (sheet 2) of the Public Records of Palm Beach County,
together with Parcels P, R, V, X, and Z, as shown on the boundary survey
dated December 18, 1997 as revised, which will be conveyed by the CRA to
Block 77 Development Group, L.C., a Florida Limited Liability Company
(Block 77).
In exchange, the City shall obtain bom Block 77, a temporary easement and
access thereto over Lots 4, 5, 6, and 13 to its 63 existing public parking
spaces located thereon with the City ultimately receiving from Block 77 fee
simple title to Land and a Public Parking Facility located on Lots 20, 21, and
22 of Block 69, according to the plat thereof as recorded in Plat Book 2, Page
43 of the Public Records of Palm Beach County, to contain 107 full-time
public parking spaces and 40 part-time public parking spaces.
Section 2. Other terms of the transfer and exchange are contained in the Contract for Sale,
Purchase and Development Agreemem, and addenda thereto, the Interlocal Agreement between the City
and the CRA, and the Public Parking Facility Construction and Conveyance and Worthing Park
Contribution Agreement (the Agreements) on file with the City Clerk.
PASSED AND ADOPTED in regular session on the .16~ch day. of Norther , 1999.
ATTEST: M ~ ~'~
City Clerk i ~ !
2 ORD. NO. 73-99
MEMORANDUM
TO:
FROM:
SUBJECT:
DATE:
MAYOR AND CITY COMMISSIONERS
CITY MANAGER
AGENDA ITEM # 9.~ - REGULAR MEETING OF NOVEMBER
RESOLUTION NO. 73-99
NOVEMBER 12, 1999
Resolution No. 73-99 authorizes the City to transfer certain property in Block 77 to the Community
Redevelopment Agency (CRA), which in turn will be conveyed by the CRA to Block 77 Development
Group. In exchange, Block 77 will grant a temporary easement and access thereto over Lots 4, 5, 6
and 13, Block 77, to the City's 63 existing parking spaces. The City will ultimately receive fee simple
tide to land and a pubhc parking facility located on Lots 20, 21 and 22 of Block 69, to contain 107
full-time public parking spaces and 40 part-time public parking spaces.
Incorporated within the resolution is acceptance of the contracts stating the terms and conditions for
the transfer and exchange of property between the Community Redevelopment Agency, the City and
Block 77 Development Group. The agreements are on file in the City Clerk's office.
Recommend approval of Resolution No. 73-99.
RefiAgmemo14.Res.73-99.Transfer of Property. CRA.Block 77
COR~MCT FOR RaT.ri. pRn~waREo ~ D~d'F,~O~ &GR~I~I~T
pARTIES: DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY, of 24 North swinton
Avenue, Delray Beach, Florida 33444 (Phone: 276-8640), ("seller"), and BLOCK 77
DEVELOPMENT GROUP, L.C., ("~uver"), of 5000 Blue Lake Drive, suite 150, Boca
Raton, Florida 33431, (Phone: ), hereby agree that the seller shall
sell and Buyer shall buy the following real property {#~") and
personal property ("Personalty") (collectively "~roDert¥") upon the following
terms and conditions which INCLUDE the Standards for Real Estate Transactions
attached ("Standard{si") and any addendum to this instrument.
DESCRIPTION:
(a)Legal descriptions of Real Property located in Palm Beach County,
Florida:
Parcel P: That part of the 16 foot wide alley right of way lying
South of and adjacent to Lots 4, 5 and 6, Block 77, TOWN OF LINTON
(now Delray Beach), according to the Plat thereof as recorded in
Plat Book 1, Page 3 (sheet 2) of the Public Records of Palm Beach
county, Florida.
Parcel R: That part of the East 8 feet of that certain 16 foot wide
alley right of way lying West of and adjacent to Lots 14 and 15,
Block 77, TOWN OF LINTON (now Delray Beach), according to the Plat
thereof as recorded in Plat Book 1, Page 3 (sheet 2) of the Public
Records of Palm Beach County, Florida.
Parcel S: Ail of Lot 14 and the North 65.2 feet of Lot 15, Block
77, TOWN OF LINTON (now Delray Beach), according to the Plat thereof
as recorded in Plat Book 1, Page 3 (sheet 2) of the Public Records
of Palm Beach County, Florida.
c~: The South 59.84 feet of Lots 4, 5, and 6, Block 77, TOWN
OF LINTON (now Delray Beach), according to the Plat thereof as
recorded in Plat Book 1, Page 3 (sheet 2) of the public Records of
Palm Beach County, Florida.
~_~: The North 16.0 feet of Lot 13, Block 77, TOWN OF LINTON
(now Delray Beach), according to the Plat thereof as recorded in
Plat Book 1, Page 3 (sheet 2) of the Public Records of Palm Beach
county, Florida.
~: Lot 13, LESS the North 16.00 feet thereof, Block 77, TOWN OF
LINTON (now Delray Beach), according to the Plat thereof as recorded in
Plat Book 1, Page 3 (sheet 2) of the Public Records of Palm Beach county,
Florida.
~: The North 16.0 feet of Lot 7, Block 77, TOWN OF LINTON
(now Delray Beach), according to the Plat thereof as recorded in
Plat Book 1, Page 3 (sheet 2) of the Public Records of Palm Beach
County, Florida.
~: Lot 7, LESS the North 16.0 feet thereof, Block 77, TOWN OF
LINTON (now Delray Beach), according to the Plat thereof as recorded in
Plat Book 1, Page 3 (sheet 2) of the Public Records of Palm Beach county,
Florida.
~: That part of the 16 foot wide alley Right-of-Way lying
West of and adjacent to Lot 13, Block 77, TOWN OF LINTON (now Delray
Beach), according to the Plat thereof as recorded in Plat Book 1,
Page 3 (sheet 2) of the Public Records of Palm Beach county,
Florida.
(b) street address, city, zip, of the Properties are:
II.
(c) Personalty: ~one
PURCHASE PRICE PAID TO CRA: ........................... $
PAYMENT:
(a) Deposit to be held in escrow by Robert w.
Federspiel in the amount of
180.000.00
(h)
Balance to close (U.S. cash, LOCALLY DRAWN
certified or cashier's check), subject to
adjustments and prorations
$ 50,000~00
$ 130.000.00
III. TITLE E~IDENCE: within seven (7) days after the execution of this Contract
seller shall, at seller's expense, deliver to Buyer or Buyer's attorney, in
accordance with standard A, (CHECK (1) oR (2)): (1)Dabstract of title or (2)1
title insurance co~itment and, after closing, owner's policy of title insurance.
IV. CLOSING DATE~ BEE ADDENDUM TO CONTRACT FOR SALE AND pURCHASE CLAUSE C
ATTACHED HERETO.
V. RESTRICTIONS; EAS~4~TS; LIMITATIONS: Buyer shall take title subject to:
zoning, restrictions, prohibitions and other requirements imposed by governmental
authority; restrictions and matters appearing on the plat or otherwise common to
the subdivision; public utility easements of record (easements are to be located
contiguous to Real Property lines and not more than 10 feet in width as to the
rear or front lines and 7% feet in width as to the side lines, unless otherwise
stated herein); taxes for year of closing and subsequent years; assumed mortgages
and purchase money mortgages, if any; other None; provided that there exists at
closing no violation of the foregoing and none of them prevents use of Real
Property for residential purposes.
VI. OCCUpANCY~ The property shall be unoccupied as of the date of closing.
seller agrees to delivery occupancy of Property at time of closing unless
otherwise stated herein. If occupancy is to be delivered before closing, Buyer
assumes all risk of loss to Property from date of occupancy, shall be responsible
and liable for maintenance from that date, and shall be deemed to have accepted
Property in their existing condition as of time of taking occupancy unless
otherwise stated herein or in a separate writing.
VII. TYPEWRI'~-~'~ OR NANDW~ITTEN pR~IHIONS: Typewritten or handwritten
provisions shall control all printed provisions of Contract in conflict with
them.
viii. RIDERS: (CHECK if any of the following Riders are applicable and are
attached to this contract):
a)DCoastal construction control Line Rider
b)Dcondominium Rider
c)DForeign Investment in Real Property Tax Act Rider
d)~Insulation Rider
e)DFHA/VA Rider
f)~Other:
IX. ASSIC~%BILITY: {CHECK (1) 0R (2)): Buyer (1)~may assign or (2),may not
assign Contract.
X. SPECIAL CLAUSES: (CHECK (1) OR (2)): Addendum (1)lis attached OR (2)~is
not applicable.
II. TIME In OF ~HR ESSENCE OF THIS
XII. DISCLOS~X~: Buyer Dacknowledges or Ddoes not acknowledge receipt of
the agency/radon/compensation and estimated closing costs disclosures.
B~YBR'S XNITIALH
Buyer
social Security
or Tax ID NO.
· Date seller Date
social Security
or TaX ID No.
Buyer
social Security
or Tax ID NO.
Date
seller
social security
or TaX ID NO.
Date
STANDARDS FOR REAL ESTATE TRANSACTIONS
A. L~ID~NCE ~F TITLE~ (1)&n abstrac% of title prepared or brought current by m reputable and existing abstract firm (if not
ADDENDUM TO CONTRACT FOR SALE AND PURCHASE
SELLER:
BUYER:
Xlll.
DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY
BLOCK 77 DEVELOPMENT GROUP, L.C.
SPECIAL CLAUSES (Continued):
RADON GAS: Radon gas is naturally occurring radioactive gas that, when
it is accumulated in a building in sufficient quantities, may present health
risks to persons who are exposed to it over time. Levels of radon that
exceed federal and state guidelines have been found in buildings in Florida.
Additional information regarding radon and radon testing may be obtained
from your county public health unit. Paragraph N of the Standards for Real
Estate Transactions in the Contract is hereby deemed to include an
inspection for radon gas.
DUE DILIGENCE/BUYER'S RIGHT TO CANCEL. The parties
acknowledge and agree that the Property is being sold in its "as-is" condition
and the Buyer hereby acknowledges that Buyer has heretofore had an
opportunity to inspect the Property and perform such tests as desired and
have determined the same to be acceptable. Notwithstanding the foregoing,
Seller represents that to the best of Seller's knowledge there are no latent
defects known to Seller, the existence of which are not readily discoverable
by standard due diligence undertakings.
Notwithstanding the provisions of Article 4 of this Contract, the title
insurance commitment, together with copies of each such exception, or at a
minimum a list of proposed permitted exceptions to appear in the title
c:~aocs~caents~cra~ck.77~ontrac~.add Page 1
insurance commitment, shall be delivered by or on behalf of Seller to Buyer
not later than ten (1 O) days following the Effective Date of the Contract.
Subject to the provisions of Section L of this Addendum, the Closing of the
transaction herein contemplated shall occur on the first business day falling
on the thirtieth (30th) day following the satisfaction of the last of the
conditions precedent to Closing hereinafter numbered as Items 1 through 8,
inclusive, the satisfaction of each of which Buyer shall exert diligent effort to
obtain:
Buyer having certified to Seller, Buyer's receipt of a financing
commitment for the lending of funds in an amount not less than
Twenty-Five Million and No/100 ($25,000,000); to be utilized to
acquire the Property and to construct and develop the Project (as
hereinafter defined), as generally described in Buyer's response to
the Request for Proposals ("RFP") issued by the Seller, which
response was accepted by Seller, and as otherwise specified in this
Contract, unless, however, a lesser amount of financing is determined
by Buyer in Buyer's sole and absolute discretion to be satisfactory
upon terms acceptable to the Buyer. Buyer shall deliver to Seller
those pertinent provisions of the financing commitment evidencing
Buyer's lender's acknowledgment and agreement to comply with the
requirement for the lender's partial release of the lien of lender's
mortgage of Block 69 (upon which the Public Parking Facility shall be
constructed), which is to be deeded to the City upon the completion
of the Public Parking Facility, or as more specifically provided in the
Public Parking Facility Construction and Conveyance and Worthing
Park Funding Agreement; (the "Parking Agreement"); together with
the release of the Property from the lien of the lender's mortgage and
Page 2
other collateralizing instruments on the Project, in the event Seller
shall elect to exercise its buy-back rights, as provided in Paragraph
G herein.
Buyer having obtained (or, at Buyer's sole discretion, having received
satisfactory confirmation of Buyer's ability to obtain) all approvals,
consents and permits necessary for the development and
construction of the Project, including but not limited to, site plan
acceptance, together with confirmation of the availability of issuance
of all permits (including all requisite development building permits)
and licenses, as applicable from Seller, the City of Delray Beach
("City"), the County of Palm Beach and such other governmental
authorities and/or agencies for the construction and operation of the
Project as may be required by law, rule or ordinance and as defined
in this Contract upon the conveyance of the Property on the Closing
of this Contract. The Seller shall reasonably cooperate with Buyer in
Buyer's efforts to secure the herein approvals, consents and permits
on which Closing is conditioned.
Buyer having provided proof to Seller of Buyer's ownership, in fee
simple, of that certain parcel of property currently serving as parking
spaces for the GRIP Building (the "GRIP Parking") as proof of such
site control was incorporated in Buyer's response to Seller's RFP,
which was accepted by Seller. The legal description for the existing
GRIP Parking (i.e. 63 spaces), is attached hereto and made a part
hereof as Exhibit "A" to this Addendum. Buyer shall also have
provided to Seller and City a deed, in escrow, to the City of Block 69
from Buyer's affiliate being the owner, in fee simple of Block 69, being
one of the parcels included in the Project, as more fully referred to
Page 3
and provided for in the Parking Agreement, attached hereto and
made a part hereof as Exhibit "C".. Seller acknowledges that Buyer
has previously delivered to Seller and City proof of fee simple
ownership of all other parcels to be integrated into the Project. For
purposes of this Agreement the term "Project" shall mean and include
the Property herein being acquired (the "CRA Property"), together
with the parcels of property currently titled to the City of Delray
Beach, Florida ("City'), likewise to be conveyed pursuant to the terms
of this Agreement (the "City Lands"), the GRIP Parking as
hereinabove previously identified, together with those additional
parcels of real property under the ownership or control of Buyer
("Buyer's Properties"), as more particularly described in Exhibit "B"
attached hereto and made a part hereof, which shall be improved by
the construction and installation of but not limited to residential
apartments, retail and commercial space, a public parking facility,
private parking garage. The CRA Property and the City Lands are
hereinafter sometimes collectively referred to as the "Property."
The obtaining from the City of Delray Beach the termination,
modification or substitution, as applicable of that certain recorded
Unity of Title between the GRIP Building and the GRIP Parking,
recorded in the Public Records of Palm Beach County, Florida, in
consideration for the substitution of and addition to parking for the
GRIP Building to be provided in the Public Parking Facility.
Buyer's delivery to Seller of a market study evidencing the economic
viability of the proposed Project. Such market study may be the same
study required to be presented to the Buyer's lender. The results of
the market study shall be satisfactory to Seller in Seller's
c:~ocs~ients~cra~t~ock.7-~coatract.add Page 4
commercially reasonable discretion. Buyer shall reimburse Seller for
Seller's reasonably incurred expenses for economic analysts
employed to provide assistance to Seller in Seller's review of the
market study, as provided in Section L, hereof.
Buyer's delivery to Seller of a schedule of predevelopment costs and
expenses incurred to-date by Buyer together with either (i) paid
receipts therefor, or (ii) evidence of line-items under the Construction
Schedule to pay for same, together with a projection of those costs
anticipated to be incurred prior to Closing. At Closing, Buyer shall
deliver to Seller paid receipts for such further incurred expenses.
Buyer's delivery to City and Seller, as to their respective interests
under this Agreement and the Parking Agreement with the City herein
identified and incorporated by reference, of a common law Material
and Labor Payment and Performance Bond ("Performance Bond") in
form, substance and issued by a surety satisfactory to Seller and City,
as to their respective interests. The Performance Bond shall be
issued by an insurance company or surety company on the U.S.
Department of Treasury current approved list of acceptable sureties
on Federal Bonds, as found in U.S. Department of the Treasury,
Circular 570, as same may be updated from time to time (current list
effective 7-1-93). The Performance Bond must serve to guarantee
completion of construction of the Project in accordance with the
approved Site Plan and this Contract as well as the Public Parking
Facility in accordance with the Parking Agreement and the Design
Plan. The Performance Bond shall also guaranty payment of all costs
incurred in the construction of the Project as hereinabove referenced.
The Performance Bond shall include an obligee rider naming the
c:l,doc~clients~,,m~51ock.~.~ld Page 5
Seller and City and Buyer's lender's as obligees and shall, by its
terms be specifically callable by Seller or City, as to each of their
respective interests in the event of Buyer's failure to construct the
Project in accordance with the provisions of this Agreement, the
Parking Agreement, the Design Plan and approved site plan. The
parties hereto acknowledge and stipulate that the City, although not
a signatory to this Agreement, has a specific interest in the
Performance Bond which the Seller and the City, (as confirmed by
City in the Parking Agreement) agree that, prior to calling the
Performance Bond, Seller and/or City as to their respective interests
shall give written notice to Buyer and Buyer's mortgagees of their
respective intention to do so and thirty (30) days opportunity to cure
the matter(s) which would, in the Seller's or City's reasonable
determination, otherwise give rise to the Seller's or City's right to call
such Performance Bond which such matter(s) shall be specified in
that notice. The Performance Bond shall be in an amount equal to
One Hundred Ten (110%) Percent of the budgeted costs for the
construction of the Project, in accordance with the site plan, Design
Plan, and approved plans and specifications for the Project. Not later
than the time the Performance Bond is required to be delivered to
Seller and City, Buyer shall also cause to be delivered to Seller and
City, as to their respective interests, an agreement of the architects
and engineers who prepared the plans for the Project that shall
provide that if Seller or City calls the Performance Bond, in
accordance with the terms of this Agreement, Seller and City shall
have the right to utilize said plans to construct the Project, as to their
respective interests.
c:~=cs~ia~ts~cra~.7'ncont tact.add Page 6
The Seller's obtaining, at or prior to Closing, title from the City by
conveyance, right-of-way or abandonment to those parcels of
property owned by the City (the "City Lands"), as shown in cross-grid
on that certain survey prepared by O'Brien, Suiter & O'Brien, Inc.,
dated December 18, 1997 as revised through March 31, 1999,
appended hereto as Exhibit "D" and made a part of this Addendum.
4
The execution and delivery of a temporary exclusive easement (the
aEasement"), from Buyer to City for the continued, unobstructed use
by City of the sixty-three (63) parking spaces on the City Land
("Existing Parking Spaces") subsequent to the Closing, pending the
conveyance to the City of the Public Parking Facility and Block 69.
The Easement shall provide that the City shall insure (by self-
insurance at City's election), against all claims, or demands or
judgments arising against the Buyer by virtue of City's use of the
Easement and parking spaces. No consideration or payment
obligations shall be required of City to the Buyer for the easement.
However, the City shall be responsible for the insurance of its
interests as to the Existing Parking Spaces and the Easement.
10.
The execution by Buyer and the City of the Parking Agreement
attached hereto and made a part hereof as Exhibit "C" to this
Addendum.
11.
The delivery by Buyer to the City in accordance with that certain
Worthing Park Improvements Cherette held on March 27, 1999, to
seek consensus for the manner of improvement of Worthing Park
which plans shall be delivered to City without charge. The Plans shall
be accompanied by Buyer's funding, by cashier's check or federal
c:tdocs'~clients~cra~{ock.~.add Page 7
wire transfer in the sum of $100,000.00 toward improvements to
Worthing Park. The City shall not be required to utilize the plans or
implement the improvements as contemplated by the Plans. The City
shall first apply the funding from Buyer to the improvement of
Worthing Park which may thereafter be utilized as determined by the
City in its sole discretion.
12.
The delivery and execution by Buyer and GRIP Development, Inc. of
a Parking License Agreement for the licensing to GRIP of sixty (60)
full-time parking spaces and forty (40) part-time parking spaces in the
Public Parking Facility contemplated in the Parking Agreement. Upon
its satisfaction with the Parking License Agreement, City shall either
join in the execution of the License Agreement as the acknowledged
intended assignee of the "Licensor" thereunder or, separately
acknowledge its acceptance of the assignment of the Parking License
Agreement.
Eo
The development of the Project shall be made subject to the following
mandates and qualifications:
Buyer shall construct and develop Two Hundred Nineteen (219)
apartment units.
Buyer shall construct and develop not more than 18,000 rentable
square feet of commercial and/or retail space.
Seller shall, in its conveyance of the Property to Buyer, reserve its authority
to approve the architectural design and site plan of the Project. The
hereinabove referenced approvals shall be in the sole discretion of Seller
c:~d~x~c~cra~ock.7*'/~at~.add Page 8
including without limitation as to matters including the location of the GRIP
Licensed Parking Spaces and, as applicable, the City, with such reservation
of approval rights running with the Property. Nothing contained in this
Paragraph F shall limit in any way the approvals required by the City, nor
shall this Paragraph F create any right not otherwise vested in the City. Any
request for approval to the Seller, not acted upon by Seller within thirty (30)
business days of proper application by Buyer, shall be deemed approved
and granted by Seller. Notwithstanding the foregoing, following the
completion of the Project, as evidenced by the issuance of a Certificate of
Occupancy, ("C.O.") Seller's reservation of approval to subsequent
modifications to the structures and other improvements on or to the Project
shall be limited to a standard of reasonableness.
SELLER'S RIGHT TO REPURCHASE PROPERTY.
Seller expressly reserves the right at its sole option and election, to
repurchase the Property for the same Purchase Price as paid by Buyer to
Seller hereunder, in the event the Buyer shall fail to commence construction
of the Project; subject, however, to extensions for delays attributable to force
majeure as hereinafter provided. For purposes of this Section, the term
"commence construction" shall mean: (i) the initiation and continuance by
Buyer of site preparation work for the Project which shall, for purposes of this
Section G., include excavation, fencing of the site, installation of a
construction trailer, clearing and relocation of utilities on the Project within
the initial thirty (30) days following the later to occur of (a) the Closing or (b)
the issuance of the building permit(s) requisite to performing site work; and
(ii) the commencement of the installation of the concrete foundation for at
least one of the structures to be constructed within the Project within One
Hundred Eighty (180) days of the later to occur of items (a) and (b) of item
(i) above. Notwithstanding the provisions of the immediately preceding
c:~docs~e~ts'cm~bkx~.7"~contmct.add Page 9
sentence, the commencement dates provided above may be extended on a
day-for-day basis for delays occasioned by acts of God, catastrophe and
inclement weather which is in excess of those days normally forecasted by
the National Weather Service for the give month in South Florida which
interfere with construction, unforeseen physical conditions on the site,
unavailability or shortages of material or labor, labor disputes, governmental
approvals or restrictions or other matters beyond the reasonable control of
Buyer (collectively "Force Majeure"). By the tenth (10) business day of each
of each month, Buyer shall deliver or cause to be delivered to Seller a list of
the days during each proceeding month as to which Buyer believes the
Force Majeure provisions apply and the reasons therefore. Seller shall,
within ten (10) business days after receipt of any such list provide notice to
Buyer as to whether Seller disputes that any of the days set forth on that list
would give rise to an extension of time for Buyer's performance based on
Force Majeure. Any days claimed to be subject to the foregoing Force
Majeure provision by Buyer which are not so disputed by Seller within said
time period shall be deemed approved by Seller. In the event of a dispute
between Seller and Buyer as to whether there has been a commencement
of construction as provided in this Section G or whether a claim for delay is
valid or otherwise in connection with this Agreement and the transactions
contemplated thereby shall be endeavored to be resolved and settled by
mediation using a mutually acceptable third-party mediator. Such mediator
shall be appointed upon the written demand of either party. Upon such
appointment, the mediation shall be held within fifteen (15) days at a
mutually agreeable site in Palm Beach County, Florida. The fees and
expenses of such mediator shall be borne equally by the parties hereto. In
the event of the failure of the parties to settle the dispute by mediation, either
party may bring the dispute for legal redress before the Circuit Court in and
for Palm Beach County, Florida.
¢:Mo~s~cllents~cra~block.~.add Page 10
SELLER'S RIGHT OF FIRST REFUSAL.
Subsequent to Buyer's commencement of construction of the Project as said
term is defined is Section G above, but prior to the issuance of a Certificate
of Occupancy for any improvements comprising the Project, should Buyer
receive a bona-fide offer to purchase the Project in an arms-length
transaction ("Offer") which Buyer wishes to accept, Seller shall have a first
right of refusal to purchase the Project upon the same terms and conditions
contained in the Offer. In the event of the receipt of an Offer following the
commencement of construction but prior to the issuance of a Certificate of
Occupancy, Buyer shall present to Seller a true copy of the Offer which
Buyer intends to accept. Upon Buyer's delivery of the Offer to Seller, Seller
shall have thirty (30) days thereafter within which to elect to exercise its right
of first refusal by the delivery of written notice to Buyer of its exercise of its
right of first refusal to the Property in accordance with the terms and
conditions contained in the Offer and this Section. The closing between
Buyer and Seller under the first refusal shall occur within thirty (30) days
following Seller's timely exercise of its right of right refusal. In the event
Seller fails to timely exercise its first right of refusal, the right of refusal shall
terminate and Buyer shall be free to close under the Offer pursuant to the
terms of the Offer. In the event Seller shall not exercise its right of first
refusal hereunder, the party making the Offer ("Offeror") shall acquire the
Property in conformance with all surviving terms and conditions of this
Agreement (which shall include all addenda hereto) as well as all obligations
of Buyer to Seller or the City pursuant to the terms of this Agreement hereto
or otherwise granted in the course of the development of the Project.
Buyer further acknowledges that Buyer shall be required to provide, at
Buyer's expense, such utility easements or replacement easements for the
relocated utilities together with temporary easements to the utilities and
Page 11
facilities on the property conveyed hereunder which temporary easements
shall be terminated on the relocation of said utilities and the City's receipt of
the permanent easements thereby as the City and applicable utilities may
reasonably require. Buyer shall be responsible for all costs of relocating and
substituting any required utilities.
Buyer agrees to construct and provide the streetscape on the perimeter of
the Property in a manner as approved by the CRA and the City of Delray
Beach from Atlantic Avenue to the south end of its project on both Southeast
First Avenue and Southeast Second Avenue on the adjacent right-of-way.
The parties each warrant and agree that there is no broker involved in this
transaction nor any finder or other party entitled to a commission or fee and
each party hereto indemnifies the other against any claims made in
contradiction to the reciprocal warrants herein contained.
In the event the Closing of the transaction contemplated under the Contract
shall not have occurred as of the earlier of (i) the satisfaction of all of the
conditions precedent contained in Section D hereinabove, or (ii) twelve (12)
months from the date of the execution of this Agreement and all Exhibits
hereto by the last of the party's signing, either party may terminate this
Contract upon ten (10) days prior notice to the other, whereupon all deposit
monies paid, by or on behalf of Buyer together with all interest accruing
thereon shall be returned to Buyer and Buyer shall reimburse Seller for
Seller's verified expenses incurred in the review of the market study and
parking plans as contained in this Agreement up to the respective maximum
amounts to follow:
Market Study: $2,500.00
Parking Plan: $6,000.00
c:~bcs~ients~cra~ock.7'/~commct.add Page 12
In addition, Buyer shall be required to have paid all of Buyer's consultants
and advisors who have performed services for Buyer pursuant to this
Contract who have any lien rights as to the Property as evidenced by
obtaining paid receipts therefor and presenting same to Seller.
The parties hereto acknowledge that while not joining in this Agreement, City
is a third-party beneficiary to this Agreement and has, by virtue of this
Agreement, acquired certain herein specified rights notwithstanding the fact
that City is not a signatory to this Agreement.
Buyer acknowledges that the execution and delivery of this Contract by
Buyer and Seller does not, by virtue thereof, vest or create in Buyer an
entitlement to the receipt of the mandates and qualifications contained in
Section E (1) and (2), above, and that the granting of the qualifications and
conditions are subject to the Buyer complying with all of the applicable
requirements and provisions of the City's Code of Ordinances as relate
thereto.
c:'~docs~clients~cra'~block.~.add Page 13
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals this
day of ,1999.
Signed, sealed and delivered in
the presence of:
Buyer:
BLOCK 77 DEVELOPMENT GROUP,
LC., a Florida limited liability company
By:
Name:
Title: Managing Partner
SELLER:
DELRAY BEACH COMMUNITY
REDEVELOPMENT AGENCY
By:
Name:
Title:
c:~docs~lents~cra~bk~k.77~contract.add Page 14
EXHIBIT "A"
EXISTING GRIP PARKING SPACES
Lots 8 and 9, Block 77, Map of the Town of Linton, Florida, according to the Plat
thereof, as recorded in Plat Book 1, page 3 of the Public records of Palm Beach County,
Florida.
wfblock77/cr~ladd~ndum.O1w.jav. 102899
EXHIBIT "B"
BUYER'S PARCELS
South 9.4 feet of Lot 15 and all of Lot 16, Block 77, map of the Town of Linton,
Florida, according to the Plat thereof, as recorded in the Plat Book 1, page 3 of the Public
Records of Palm Beach County, Florida.
Lot 10 and the North 50.5 feet of Lot 11, Block 77, Town of Linton n/k/a Town of
Delray, according to the Plat thereof, as recorded in Plat Book 1, page 3, of the Public
Records of Palm Beach County, Florida.
w/block771~a/addenc~um. O1w.jav. 102899
EXHIBIT "C"
PARKING AGREEMENT
w~olock77/cra/addendum.O Iw.jav. I02899
[EXHIBIT "D"
"City L~nds"]
Parcel Y: Lot 7, LESS the North 16.0 feet thereof, Block 77, TOWN
OF LINTON (now Delray Beach), according to the Plat thereof as
recorded in Plat Book 1, Page 3 (sheet 2) of the Public Records of
Palm Beach county, Florida.
Parcel W: Lot 13, LESS the North 16.00 feet thereof, Block 77, TOWN
OF LINTON (now Delray Beach), according to the Plat thereof as
recorded in Plat Book 1, Page 3 (sheet 2) of the Public Records of
Palm Beach County, Florida.
Parcel V: The North 16.0 feet of Lot 13, Block 77, TOWN OF LINTON
(now Delray Beach), according to the Plat thereof as recorded in
Plat Book 1, Page 3 (sheet 2) of the Public Records of Palm Beach
County, Florida.
Parcel P: That part of the 16 foot wide alley right of way lying
South of and adjacent to Lots 4, 5 and 6, Block 77, TOWN OF LINTON
(now Delray Beach), according to the Plat thereof as recorded in
Plat Book 1, Page 3 (sheet 2) of the Public Records of Palm Beach
county, Florida.
Parcel Z: That part of the 16 foot wide alley Right-of-Way lying
West of and adjacent to Lot 13, Block 77, TOWN OF LINTON (now Delray
Beach), according to the Plat thereof as recorded in Plat Book 1,
Page 3 (sheet 2) of the Public Records of Palm Beach County,
Florida.
Parcel R: That part of the Bast 8 feet of that certain 16 foot wide
alley right of way lying West of and adjacent to Lots 14 and 15,
Block 77, TOWN OF LINTON (now Delray Beach), according to the Plat
thereof as recorded in Plat Book 1, Page 3 (sheet 2) of the Public
Records of Palm Beach county, Florida.
Parcel U: The South 59.84 feet of Lots 4, 5, and 6, Block 77, TOWN
OF LINTON (now Delray Beach), according to the Plat thereof as
recorded in Plat Book 1, Page 3 (sheet 2) of the Public Records of
Palm Beach county, Florida.
Parcel X: The North 16.0 feet of Lot 7, Block 77, TOWN OF LINTON
(now Delray Beach), according to the Plat thereof as recorded in
Plat Book 1, Page 3 (sheet 2) of the Public Records of Palm Beach
County, Florida.
INTERLOCAL AGREEMENT
BETWEEN THE CITY OF DELRAY BEACH, FLORIDA AND THE
DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY
THIS INTERLOCAL AGREEMENT IS MADE AND ENTERED into this day of
, by and between the CITY OF DELRAY BEACH, FLORIDA,
("CITY"), and the DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY,
("CRA").
WITNESSETH:
WHEREAS, Florida Statutes, Section 163.01 authorizes the joint exercise of power or
authority which public agencies have in common and which each might exercise separately; and
WHEREAS, Florida Statutes, Section 163.01(5) permits the joint exercise of powers granted
under Chapter 163 upon final adoption of an agreement by the governing bodies involved; and
WHEREAS, the CRA is entering into that certain Contract for Sale and Purchase (the
"Contract") of certain properties within Block 77 pursuant to the terms of the Contract attached
hereto as Exhibit "A"; and
WHEREAS, the CITY owns certain of the parcels of the land contained within the said
Contract which will be required to be conveyed to the developer pursuant to the terms of such
Contract; and
WHEREAS, the CITY and the CRA desire to enter into this Interlocal Agreement providing
for the conveyance to the CRA by the CITY of the CITY lands as are contained in the Contract
subject to the obligation of the CRA to reconvey the subject properties to the CITY pursuant to the
terms of this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants hereinafter
contained, the parties do hereby agree as follows:
1. The CITY and CRA agree that the above recitations are tree and correct and
are incorporated herein by reference.
2. Subject to the execution of the Contract by the CRA and the purchaser, the
CITY agrees to convey the lands owned by the CITY, as designated within the Contract, to the CRA
simultaneous with the closing on the sale of such properties under the Contract by the CRA to the
purchaser. The conveyance of the subject CITY properties shall not require the payment of any
sums by the CRA to the CITY.
3. In the event the CRA shall reacquire title to the lands conveyed to the
purchaser pursuant to its repurchase and right of first refusal rights contained within the Contract,
the CRA agrees to reconvey such CITY lands to the CITY with no payments being required by the
CITY to the CRA.
4. Both parties hereto have certain rights created under the Contract and the
performance bonds delivered thereunder as joint obligees and the parties agree to reasonably
cooperate with each other in mutually exercising the right and remedies under said performance
bonds.
5. The CITY agrees to join in the petition for abandonment of the subject
alleways to the extent that the CITY's lands being conveyed under the Contract abut such alleyways.
The parties acknowledge that any resolution of abandonment made by the CITY shall be effective
simultaneously with the closing of the Contract and shall be subject to an agreement for the
reconveyance of the alleyways by the CRA and all abutting property owners in the event the CRA
shall reacquire title to such properties as a result of its buy back rights and/or right of first refusal
pursuant to the terms of the Contract.
2
IN WITNESS WHEREOF, the parties have heretofore set their hands and seals on the day
and year first above written.
ATTEST:
By:~
City Clerk
Approved as to legal sufficiency and form:
ATTEST:
By:.
City Attorney
Secretary
Approved as to legal sufficiency and form:
Robert W. Federspiel, Esq.
CRA ATTORNEY
CITY OF DELRAY BEACH
By:.
MAYOR
DELRAYBEACH COMMUNITY
REDEVELOPMENT AGENCY
By:
CHAIRMAN
3
PUBLIC PARKING FACILITY CONSTRUCTION
AND CONVEYANCE AND WORTHING PARK
CONTRIBUTION AGREEMENT
THIS AGREEMENT is made this __ day of November, 1999, by and between the CITY
OF DELRAY BEACH, FLORIDA, ("CITY") and BLOCK 77 DEVELOPMENT GROUP, L.C.
("DEVELOPER").
WITNESSETH:
WHEREAS, DEVELOPER has entered into a contract with the Community Redevelopment
Agency of the City of Delray Beach ("CRA") dated ,1999 (the "CRA Contract") for the
sale and purchase of portions of Block 77, as more specifically defined in the CRA Contract as the
"Property", the terms of which are hereby incorporated by reference as if fully set forth herein; and
WHEREAS, the CRA Contract also provides for the acquisition by DEVELOPER of certain
lands from the CRA, which are currently titled to the CITY which will be acquired by the CRA by
deed and/or dedication for the purpose of re-conveyance to DEVELOPER under the CRA Contract
("City Lands"); and
WHEREAS, the City Lands consist of those parcels of land distinguished in cross-grid on
that certain survey prepared by O'Brien, Suiter & O'Brien, Inc., dated December 18, 1997 as revised
through March 31, 1999 appended hereto as Exhibit "A" and incorporated herein; and
WHEREAS, the CRA Contract provides certain guidelines for the development by
DEVELOPER of residential apartments, commercial and retail spaces (the "Project") upon the
acquired portion of Block 77, (the "CRA Property"), the City Lands and other properties owned by
DEVELOPER (the "Developer's Parcels")..
WHEREAS, certain portions of the City Lands are currently used by the CITY for sixty-
three (63) public parking spaces ("Existing Public Parking") and alleyways; and
WHEREAS, CITY has agreed to transfer the City Lands to the CRA for conveyance to the
DEVELOPER in consideration, in part, for the construction by DEVELOPER of a facility to be
used for public parking (the "Public Parking Facility") on a parcel of land owned in fee simple by
Page 1
c:ktocs~lientskcra\block.77\parking.agr
an affiliate of DEVELOPER (hereinafter referred to as Block 69, the legal description for which
is attached hereto and made a part hereof as Exhibit "B"); and
WHEREAS, upon the issuance of a certificate of occupancy (the "C.O.") for the Public
Parking Facility improvements, marketable title to Block 69, together with the improvements
thereon, shall be conveyed in fee simple to the CITY, together with a title insurance policy insuring
marketable title thereto to the CITY; and
WHEREAS, the Public Parking facility shall conform to all CITY codes applicable to public
parking spaces; and
WHEREAS, the plans for construction of the Public Parking Facility on Block 69 and the
proposed lay-out and designations of the Public Parking therein shall be depicted on a parking design
plan (the "Design Plan"). A Proposed Design Plan prepared by and acceptable to DEVELOPER
and CITY is attached hereto and made a part hereof as Exhibit "C". The approved Design Plan
shall be attached hereto and substituted for the proposed Design Plan as the "Approved Design Plan"
in substitution for Exhibit "C" and made a part hereof; and
WHEREAS, the Design Plan shall provide for the separation or buffering of the Public
Parking spaces from the ninety-five (95) ((55 full-time and 40 part-time)) parking spaces to be
licensed to GRIP Development, Inc. for the benefit of the GRIP Building tenants, their guests and
invitees ("GRIP Parking") under separate license agreement with DEVELOPER to be subsequently
assigned to the CITY upon the CITY'S approval of the form and terms of the proposed license
agreement and the assignment and assumption thereof; and
WHEREAS, DEVELOPER has agreed to contribute to the City a girl of funding, as herein
more-particularly detailed, for certain contemplated improvements as hereinafter detailed; and
NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained, the parties hereby agree as follows:
1. Recitals. The recitals set forth above are true and accurate, and are hereby
incorporated as if fully set forth herein.
2. Defmition~. Whenever used herein, the following terms shall have the meanings set
c:~ocsXclienls~cra\bloc k.77\parking.agr
Page 2
forth:
A. "Completion" of the Public Parking Facility shall be evidenced by the
issuance of a Certificate of Occupancy for the Public Parking Facility, subject to punch-list and
warranty work.
B. "Existing Public Parking Spaces" shall mean the sixty-three (63) spaces
currently utilized by the CITY for public parking on a portion of the CITY Lands, which Existing
Public Parking Spaces shall be relocated to the Public Parking Facility upon Block 69.
C. "Private Parking Garage" shall mean a separate parking structure on Block
77, containing parking spaces for residents of the residential apartments portion of the Project and
their guests.
D. "Public Parking Facility" shall mean the facility to house parking spaces
and ancillary improvements to be constructed by DEVELOPER on Block 69; which Public Parking
Facility and the underlying Block 69 shall be deeded in fee simple marketable title to the ·
DEVELOPER to the CITY upon the completion of the Public Parking Facility.
E. "Public Parking Spaces" shall mean the parking spaces within the Public
Parking Facility designated for Public Parking.
F. ~Project" shall refer to the development of the Property (i.e. the CRA Lands
and the City Lands), being acquired by DEVELOPER fi.om the CRA pursuant to the CRA Contract,
the GRIP Parking, Block 69, and those other parcels of property owned in fee simple by
DEVELOPER (Developer's Parcels) as previously specifically referenced described in Exhibit "D"
herein, as said above-identified parcels shall be improved by the construction of residential
apartment units, retail and commercial space, the Public Parking Facility and the private parking
garage.
G. "Public Parking" shall mean the 107 Public Parking Spaces in the Public
Parking Facility (7 days per week; 24 hours per day) to be constructed by DEVELOPER in
accordance with the Design Plan heretofore identified as Exhibit "C"; together with the forty (40)
parking spaces licensed to GRIP on a part-time basis, the use of which shall be reserved to the CITY
c:ktocs~clien ts~cra\bloc k.7 7\par king.agr
Page 3
for the CITY'S Public Parking, between the hours of 6:01 p.m. and 7:59 a.m., Mondays through
Fridays and from 12:01 p.m. Saturdays through 7:59 a.m. Mondays.
3. Public Parking and Lieenseg.
H. P_ublkP_ar_king. DEVELOPER shall convey or cause to be conveyed to the
CITY, fee simple marketable title by Statutory Warranty Deed (the "Deed"), to the Public Parking
Facility and the underlying Block 69. The Public Parking Facility shall contain a total of at least 202
Parking Spaces designated as: 107 Public Parking Spaces, together with 40 part-time Public Parking
Spaces of the ninety-five (95) GRIP full-time and part-time Parking Spaces. DEVELOPER shall
obtain and deliver to CITY at DEVELOPER's expense, pm-construction and post-construction
"as-built" surveys and drawings of Block 69 and the Public Parking Facility improvements
constructed thereupon.
B. The CITY recognizes that the Public Parking Facility has not been
constructed as of the date of this Agreement. Thus, while the Public Parking Facility shall be located
on Block 69 as conceptually depicted on the Design Plan, the Public Parking Facility shall
nonetheless, be subject to easements for encroachments which now or hereafter exist, caused by
settlement or movement o f any improvements upon the land or caused by inaccuracies in building
or rebuilding of such improvements which such easements for encroachments shall continue until
such encroachments no longer exist. However, notwithstanding the immediately preceding sentence,
the number of Public Parking Spaces to be provided by DEVELOPER shall not be reduced.
C. DEVELOPER'S lender(s) shall specifically provide for the partial releases
of Block 69 and the Public Parking Facility improvements thereon fi.om the lien of the lender's
mortgage at the time of the conveyance of Block 69 to the CITY.
D. Fee simple marketable title to Block 69 shall be conveyed to the CITY by the
Deed marketable, flee and clear of any and all liens and encumbrances. There shall be no exception
in the title policy for any matter which would impair, in any material way, the CITY'S utilization
of Block 69 as a Public Parking Facility. The Title Commitment shall be delivered to the CITY at
least seven (7) days fi.om the approval of the site plan application. DEVELOPER shall deliver to
c:~locs~clicnts~cra\block.77¥arking.agr
Page 4
CITY, a title insurance policy (the "Title Policy"), in an amount reasonably acceptable to City.
DEVELOPER shall pay for the documentary stamps to be affixed to the Deed and all costs relative
to the issuance of the Title Policy.
4. Construction of Public Parking.
A. Provided that DEVELOPER acquires title to the Property pursuant to the
CRA Contract and further provided that the site plan application for the Project is approved, and the
DEVELOPER receives all requisite building permit(s) for construction of the Project, (including
the Public Parking Facility portion of the Project), DEVELOPER shall cause the Public Parking
Facility to be constructed upon the terms provided herein.
B. Construction Approvals/Completion Dnto The parties hereto acknowledge
that the CRA Contract specifically conditions the Closing under the CRA Contract (as said term is
therein defined), upon DEVELOPER's receipt of approval the Site Plan, Design Plan and all
building and other permits required for construction of all portions of the Project (i.e. including
rental apartments, retail and commercial spaces and the Public Parking Facility). DEVELOPER
acknowledges that the execution and delivery of this Agreement does not vest nor in any manner
create an entitlement in DEVELOPER to the requisite foregoing approvals. DEVELOPER shall
use its best faith efforts to obtain all building permit(s) required, (including for the Public Parking
Facility), for which building permits DEVELOPER shall make application prior to closing (as
defined) under the CRA Contract. Subject to permissible extensions as provided in Section C herein,
DEVELOPER shall complete construction (the "Completion Date") of the Public Parking Facility
not later than eighteen (18) months following the latter to occur of: (i) the issuance of the building
permit for the Public Parking Facility and (ii) the execution of the CRA Contract.
C. The Completion Date shall be extended for delays occasioned by acts of God,
catastrophe, inclement weather which reasonably interfere with the construction unforeseen physical
conditions on the site, unavailability or shortages of materials or labor, labor disputes, governmental
restrictions or other matters beyond the reasonable control of DEVELOPER (collectively "Force
Majeure"). By the tenth (10th) Business Day of each month, DEVELOPER shall deliver or cause
e:~locs~clients~cra\block.77~parking.agr
Page 5
to be delivered to the CITY a list of the days during the preceding month as to which
DEVELOPER believes the Fome Majeure provisions apply and the reasons therefor. CITY shall
within ten (10) Business Days after receipt of any such list provide written notice to DEVELOPER
as to whether CITY disputes that any of the days set forth on that list would give rise to an extension
of time for the DEVELOPER'S performance based upon Fome Majeure. Any days claimed to be
subject to the foregoing Force Majeure provision by DEVELOPER which are not so disputed by
the CITY within said time period shall be deemed approved by the CITY. In the event of a dispute
as to the entitlement of MANAGER to a Force Majeure extension the parties shall endeavor to settle
the dispute by mediation using a mutually acceptable third party mediator. Such mediator shall be
appointed upon the written demand of either party. Upon such appointment, the mediation shall be
held within fifteen (15) days at a site selected by the mediator, in Palm Beach County, Florida. The
fees and expenses of such mediator shall be borne equally by the parties hereto. If the Force Majeure
extension entitlement or claim has not been resolved pursuant to the aforesaid mediation procedure
within forty-five (45) days of the commencement of such procedure (which period may be extended
by mutual agreement), or if any party shall not participate in such procedure, the controversy shall
be brought at either party's initiation for adjudication in the Circuit Court in and for Palm Beach
County, Florida. Failure to complete construction within the aforementioned periods of time absent
extension by virtue of Force Majeure may be treated by CITY as a default of DEVELOPER. Prior
to issuance of a building permit for the Public Parking Facility, DEVELOPER shall submit
construction plans and specifications to the CITY for review. The plans must show that the fifty
(50) year industry standard design criteria for a parking structure is met. Any costs for this review
shallbe the responsibility of the DEVELOPER, and DEVELOPER shall be responsible for all fees
and costs associated with the planning, permitting and constructing of the Public Parking Facility.
D. Completion of Public Parking Facility. as Prerequisite to Construction
ol~Y~gtart~l~ DEVELOPER shall complete construction of the Public Parking Facility
prior to initiating hard construction on the portion of the City Lands acquired from the CRA which
is the situs of the Existing Public Parking. For purposes of this Section D., and this Agreement, the
c:~locs~clien ts~ra\bloc k.77\parking.agr
Page 6
Public Parking Facility shall be deemed completed upon the issuance of a C.O. for the Public
Parking Facility. The C.O. shall not however excuse performance by the DEVELOPER of any
post-completion punch-list or warranty work. Notwithstanding the foregoing, DEVELOPER may
initiate "soft" construction activities on the Existing Public Parking parcel, such as studies, initial
site preparation and such other activities provided such activities shall not be invasive upon nor
interfere with the utilization of or access to Existing Parking Spaces.
E. Insurance/Payment and Performance Bond. At all times during the
construction of the Public Parking Facility, DEVELOPER shall comply with the insurance
requirements contained in Exhibit "E", attached hereto and made apart hereof. DEVELOPER shall
not initiate hard construction of the Public Parking Facility until such time as DEVELOPER has
delivered to the City and CRA, as provided in the CRA Contract a Common Law Material and Labor
Payment and Performance Bond ("Performance Bond") in form and substance approved by CRA
and the CITY, as to their respective interests. The Performance Bond shall be issued by an insurance
company or surety company on the U.S. Department of Treasury current approved list of acceptable
sureties on Federal Bonds, as found in U.S. Department of the Treasury, Circular 570, as same may
be updated from time to time (current list effective 7-1-93). The Performance Bond must serve to
guarantee completion of construction of the Project in accordance with the approved Site Plan and
the CRA Contract as well as the Public Parking Facility in accordance this Agreement and the
Design Plan, as herein identified. The Performance Bond shall also guaranty payment of all costs
incurred in the construction of the Project as heminabove referenced. The Performance Bond shall
include an obligee rider naming the CRA and CITY and Developer's mortgagees, as obligees and
shall, by its terms be specifically callable by the CRA or CITY, as each of their respective interests
appear in the event of Developer's failure to construct the Project in accordance with the provisions
of the Agreement and approved site plan and Design Plan. The parties hereto acknowledge and
stipulate that the CRA, although not a signatory to this Agreement, has a specific interest in the
Performance Bond as is referenced in the CRA contract to which the CRA is a signatory. The parties
further agree that prior to calling the Performance Bond, the CRA and/or the City shall give written
c:~locs~clientsXcra\block.77\parking.agr
Page 7
notice to Developer and Developer's mortgagees of City, or Seller's, as applicable intention to do
so and thirty (30) days opportunity to cure the matter(s) which would, in the CRA or City's
determination, otherwise give r/se to their respective rights to call the Performance Bond, which such
matter(s) shall be specified in that notice. The Performance Bond shall be in an amount equal to One
Hundred Ten (110%) Percent of the budgeted costs for the construction of the Proj eot, in accordance
with the site plan Design Plan and approved plans and specifications for the Project. Not later than
the time the Performance Bond is required to be delivered to CRA and City, Buyer shall also cause
to be delivered to the CRA and/or the City as to their respective interests, an agreement of the
architects and engineers who prepared the plans for the Project that, if CRA and/or City calls the
Performance Bond, in accordance with the terms of this Agreement, City and CRA shall have the
right to utilize said plans to construct the Project.
F. Easement to Existing Parking Pending Completion of Public Parking
Faeillty. Closing under the CRA Contract is expressly conditioned upon the execution by
DEVELOPER and delivery to CITY of a recordable temporary exclusive easement (the
"Easement") in favor of CITY for the exclusive, unobstructed utilization of the Existing Parking
Spaces and access thereto following Closing under the CRA Contract and continuing until the deed
to the CITY for Block 69 together with the completed Public Parking Facility. The form and content
of the Easement shall provide that CITY shall not be responsible for any costs or expenses relative
to the Existing Parking spaces during the pendency of the Easement except, however, that CITY
shall'be responsible for insuring (including by self-insurance at City's election), against all liabilities
which may accrue, as to person or property, (acknowledged to be self-insurance at City's election)
as to the City's interest in the Easement and its use of the Existing Parking Spaces.
G. Reconveyanee of Existing Parking Spaces. In the event DEVELOPER
c:~docs~clients~cra\block.77\parking.agr
Page 8
shall not have received a C.O. for the Public Parking Facility not later than the Completion Date
(as provided in Section 4.B.), subject, however to permissible extensions to the Complete Date (as
provided in Section 4.C.), CITY may, at its election, in addition to the CITY'S rights under the
Performance Bond, elect that Developer reconvey to CITY, by Special Warranty Deed, the Existing
Parking Spaces.
H. Easements for Relocated Utilities DEVELOPER shall deliver easements,
in content and form, satisfactory to the CITY, as to all relocated utilities, whether on Block 77,
Block 69 or otherwise within the Project as required by the CITY for access or such other purpose
as CITY shall, in its discretion deem appropriate.
5. Post-Completion Release of Developer. Following the issuance of the C.O. for the
Public Parking Facility and delivery of the Deed of Block 69 to the CITY, DEVELOPER shall
cease to be responsible for any costs, expenses and obligations related to Block 69 and/or the Public
Parking Facility and be released thereunder except, however, for any post C.O. punch-list and/or
warranty items relating to the Public Parking Facility.
6. ~. Concurrently with the conveyance of Block 69 to CITY,
DEVELOPER shall deliver or cause to be delivered to CITY a Maintenance and Performance Bond
(the "Maintenance Bond") in form and content satisfactory to CITY issued by a surety likewise
satisfactory to CITY binding the surety for completion of warranty and punch-list work for a period
of one (1) year following the C.O.
7. l~alll~mugl~lJ~ DEVELOPER shall immediately discharge, by payment or
removal by bond, any construction liens for materials or labor claimed to have been furnished on
Page 9
c:klocs~clients~cra\block.77Xparking.agr
DEVELOPER'S behalf in connection with the construction of the Public Parking Facility or the
Existing Public Parking Spaces during the pendency of the temporary exclusive Easement for
parking.
8. 3~L~ffJ~ab~. The failure of the DEVELOPER or the CITY to insist upon
strict performance of any provisions of this Agreement, or failure to excuse any right option or
remedy shall not be construed as a waiver. No provision of this Agreement shall be deemed waived
unless such waiver shall be in writing and signed by the party to be charged. No payment made or
charges paid shall be deemed an accord and satisfaction.
9. ~. In consideration of this Agreement together with the sum $100.00
and other good and valuable consideration, the receipt and adequacy of which are acknowledged,
DEVELOPER shall protect, defend, indemnify and hold harmless the CITY, its officers, employees
and agents from and against any and all lawsuits, penalties, damages, settlements, judgments,
decrees, costs, charges, claims, demands, liens of any kind and other expenses including liabilities
of every kind arising in connection with or arising out of the construction of the Public Parking
Facility attributable to bodily injury, sickness, disease or death, or to the injury to or destruction of
tangible personal property, including the loss of the use resulting therefrom which is caused in whole
or in'part by any negligent act or commission of the DEVELOPER, its contractor, or contractor's
subcontractors, or the breach or default by DEVELOPER of any covenant or provision of this
Agreement, except for, but such exception shall only be to the extent of, any occurrence arising, in
whole or in part, out of or resulting from torts or negligence of the CITY, its officers, agents and
employees or anyone acting by, through or under any of them subject to the limitations of Florida
Page 10
c:klocs~clients~craXblock.77Xparking.agr
Statute §768.28 and the doctrine of sovereign immunity. Without limiting the foregoing, any and
all such claims, suits, demands or causes of action relating to defects in construction of the Public
Parking Facility or any actual or alleged violation of any applicable statute, ordinance, administrative
order rule or regulation or decree of any court, by DEVELOPER is included in the indemnity.
DEVELOPER further agrees to investigate, handle, respond to, provide defense for, and defend any
such claims at its sole expense and agrees to bear all other costs and expenses related thereto even
if the claim is groundless, false or fraudulent and if called upon by the CITY, DEVELOPER shall
assume and defend not only itself but also the CITY in connection with any suit or cause of action,
and any such defense shall be at no cost or expense whatsoever to CITY.
10. Worthing Park Contribution. Closing under the CRA Contract is conditioned upon
DEVELOPER delivering a girl to the CITY of the sum of One Hundred Thousand ($100,000.00)
Dollars pursuant to the terms of Section 6 of the CRA Contract herein incorporated by reference,
restated verbatim and affirmed by Developer:
Closing under this Contract is made further expressly contingent
upon the delivery by Buyer to the City of Buyer's Plans, prepared at
Buyer's expense and delivered to City without charge or
reimbursement for improvements to Worthing Park, which Plans
shall be accompanied by Buyer's funding, by cashier's check or
federal wire transfer in the sum of $100,000.00. The City shall not
be required to utilize the plans or implement the improvements as
contemplated by the Plans. However, the City shall first apply the
funding of $100,000.00 to the renovation and/or improvement of
Worthing Park and any excess funding shall be utilized as determined
by the City in it s absolute discretion.
11. P~d~. If for any reason any provision of this Agreement shall be
declared invalid or unenforceable, the remainder of the Agreement shall remain in full force and
Page 11
c:~docs~clien tsXcra\bloc k.7 7\parkin g.agr
effect.
12. Assignment, DEVELOPER may assign this Agreement, or any interest herein upon
the following terms and conditions:
A. The proposed assignee shall be:
(i) a successor-in-interest to DEVELOPER; or
(ii) a permitted assignee or vendee under the CRA Contract; or
(iii) an affiliate of DEVELOPER as defined in this Section 12; or
(iv) DEVELOPER'S Lender,
(v) a financing joint venturer receiving less than a majority of interest in the
venture.
B. The proposed assignee shall have or provide experience and acumen in the
construction of a Public Parking Facility.
C , The proposed assignee shall have a net worth of not less than DEVELOPER
as of the execution of this Agreement.
D. The proposed assignee shall have a good professional reputation in the
community.
E. The proposed assignee shall be prepared to, and following the assignment shall
execute an Addendum to this Agreement with such other documentation as the CITY deems
appropriate by which the assignee shall reaffirm this Agreement and represent and warrant its
intention and ability to abide by all conditions, obligations and responsibilities of a "Developer"
hereunder, which Addendum or Memorandum to this Agreement may be recorded in the Public
Page 12
c:~docs~clien ts~cra\block.77\parking.agr
records of Palm Beach County, Florida by the CITY.
F. Any intention to assign this Agreement in accordance with the foregoing
conditions shall be delivered to the CITY not less than thirty (30) days prior to the proposed
Assignment. The CITY may reject any assignment that the CITY reasonably determines does not
meet the terms and conditions of an assignment hereinabove provided, in which instance the CITY
shall provide to DEVELOPER written advice of the terms and/or conditions not complied with
within ten (10) days of CITY'S rejection of the proposed assignee.
G. For purposes of this Section 12 "affiliate" shall mean:
(i) any person or entity, directly or indirectly owning, controlling or holding
power to vote ten (10%) percent or more of the outstanding voting rights of DEVELOPER;
(ii) any person or entity ten (10%) percent or more of whose outstanding
voting shares are directly or indirectly owned, controlled or held with power to vote by
DEVELOPER;
(iii) any person or entity directly or indirectly controlling, controlled by or
under common control with DEVELOPER;
(iv) as to any corporation, any executive officer or director of the corporation
in question or any corporation directly or indirectly controlling DEVELOPER; (v) any Person or
entity as a "member" of DEVELOPER owning or controlling ten (10%) percent or more of either
the capital or profit interest in DEVELOPER.
13. ' ' . It is understood that the remedies for the defaults herein
enumerated in this Section 13 shall be non-exclusive and cumulative, and the exercise of any one
Page 13
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remedy shall not be to the exclusion of any other remedy provided for herein and as otherwise
allowed by law.
A. EailedtilDl~. In the event DEVELOPER shall fail to make payment
related to the construction or conveyance of the Public Parking Facility of any cost or fee which has
become a lien on the Public Parking as provided in this Agreement, and such default in payment
shall continue for a period of thirty (30) days after notice by CITY unless however, DEVELOPER
takes recourse in any available appeal of any such cost or fee; or
B. If DEVELOPER shall default in complying with any other agreement, term,
covenant or condition of this Agreement and such default in compliance shall continue for a period
of thirty (30) days after notice by CITY specifying the claimed default, and DEVELOPER shall
not, in good faith, have commenced within said thirty (30) day period, to remedy such default and
diligently and continuously proceed therewith; then, if any of the above-referenced events should
occur and remain uncured for thirty (30) days, except however in instances where, the default is of
a non-monetary nature which is not reasonably capable of being cured within thirty (30) days and
as to which Developer exercises continuing good faith efforts to cure, CITY may either (i) serve a
written fifteen (15) day notice of cancellation and termination of this Agreement, and upon the
expiration of fifteen (15) days following such notice, this Agreement shall terminate except with
respect to the easement(s) and CITY'S rights to foreclose on any liens on the Public Parking and to
pursue any other equitable or legal remedy including an action for specific performance of this
Agreement.
C. Receivership or Assignment for Benefit of Creditors; Bankruptcy;
Page 14
c:~locs~ctients~cra\block.77\parking.agr
Abandonment..' Failure to Maintain or Repair. Either the appointment of a receiver to take
possession of all or part of the assets of DEVELOPER or a general assignment by DEVELOPER
for the behest of creditors or any action taken or suffered by DEVELOPER under any insolvency
or bankruptcy act prior to the completion of the construction of the Public Parking Facility and
conveyance of Block 69 to CITY not remediated by the surety under the Performance Bond shall
at CITY'S election constitute a breach of this agreement. If DEVELOPER shall prior to the
completion of the construction of the Public Parking Facility and conveyance of Block 69 to CITY
be adjudicated bankrupt or insolvent or take the benefit of any federal reorganization or composition
proceeding, make a general assignment, or take the benefit of any insolvency law; or in the event o£
abandonment or desertion; or if this Management Agreement be transferred or pass to or devolve
upon any persons, firms, partnerships or corporation other than DEVELOPER by operation of law
or othe~vise, shall constitute a default under this Agreement immediately availing CITY of all
remedies herein reserved or otherwise available to the CITY.
14. Estoppel Certificate.'. Further Assurances. Each pa~ shall deliver to the other
upon request within seven (7) business days, a writing certifying that this Agreement (and as
modified) is in full force and effect, that the requesting party is not in default or if in default the
nature of the default. The parties shall also from time to time provide to each other documents and
instruments necessary to carry out the interest of this agreement.
15. Al~/~R~d~l. Each pa~ty by signing this Agreement warrants to the other that
they have full authority to enter into this agreement. This Agreement shall not be effective unless
signed by the CITY'S Mayor and City Clerk, and the seal of the CITY affixed and approved as to
Page 15
c:~locs~clients~cra\block.77\parking.agr
legal sufficiency and form by the City Attorney.
16. Notices. All notices which are required or permitted hereunder must be in writing
and shall be deemed to have been given, delivered or made, as the case may be, (I) when delivered
by personal delivery or (ii) three (3) business days after having been deposited in the United States
mail, certified or registered mail, return receipt requested, with sufficient postage affixed and
prepaid, or (iii) one (1) business day after having been deposited with an expedited, overnight courier
service (such as, by way of example but not limitation, Federal Express) provided same was
deposited at a time when it would normally be delivered on the next business day, otherwise on the
second business day after having been so deposited or (iv) when received via telecopy (fax) provided
that is received not later than 2:00 P.M. (local time) at the location of the recipient on a business day,
otherwise on the next business day thereafter; in each case addressed to the party to whom notice is
intended to be given at the address set forth below:
DEVELOPER:
With a copy to:
Block 77 Development Group, LC
5000 Blue Lake Drive, Suite 150
Boca Raton, Florida 33431
Attn: Ned L. Siegel, Co-Managing Partner
Telephone: (561) 998-9200
Facsimile: (561) 998-7882
Mandel, Weisman & Kirschner, P.A.
2101 Corporate Boulevard, Suite 300
Boca Raton, Florida 33431
Attn: Mitchell B. Kirschner, Esq.
Telephone: (561) 989-0300
Facsimile: (561) 989-0304
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Page 16
City: City of Delray Beach
100 N.W. 1st Avenue
Delray Beach, FL 33444
Attn: City Manager
Telephone: (561) 243-7000
Facsimile: (561)243-7166
With a copy to: City of Delray Beach
200 N.W. 1st Avenue
Delray Beach, FL 33444
Attn: City Attorney
Telephone: (561) 243-7091
Facsimile: (561) 278-4755
Any party may change the address to which its notices are sent by giving the other party five
(5) business days prior written notice of any such change in the manner provided in this paragraph,
but notice of change of address is effective only upon receipt.
16. ~. Although not a signatory to this Agreement, the parties hereto
acknowledge that the CRA is a third-party beneficiary of certain provisions of this Agreement.
17. ' · . All claims, disputes or suits arising out of this agreement
shall be interpreted under the laws of Florida with venue in Palm Beach County, Florida.
18. No Partnership The parties do not in any way or for any purpose, become a partner
of the other in the conduct of the ownership or operation of the Public Parking Facility or Public
Parking nor does either party otherwise become a joint venturer or a member of a joint venture
enterprise or partner of, or with, the other.
19. No Third Party. Beneficiary. This Agreement is not intended to create, nor be
interpreted or construed in any way to create any third party beneficiary rights in any person not a
party hereto unless otherwise expressly provided herein.
20. Reesmlatim~. This Agreement or a memorandums of this Agreement may be
recorded in the Public Records of Palm Beach County at the expense of the recording party.
21. Non-Discrimination As it relates to this Agreement, the parties to this Agreement
shall not discriminate in employment or the maintenance, operation or construction contemplated
c:~locs~clients~cra\block.77~arking.agr
Page 17
in this Agreement by reason of race, religion, creed, national origin, sex, handicap or disability.
22. Entire Agreement; Modifications: Conflict This Agreement, along with
documents incorporated herein together with all insurance documents required represents the entire
Agreement. This Agreement and incorporations may not be changed other than in writing and signed
by the parties. If there is an express conflict between this Agreement and the documents referenced
herein, this Agreement shall control.
c:~docs\clients~cra\block.77\parking.agr
Page 18
11/04/G~ THU 18:14 F.4~ ~002
1N WITNESS WHEREOF, the parties hereto have caused this Agceerner t to be executed by
th.eir proper officials on thc day and year first above written.
,'[ TTES T:
CITY OF DELRAY BEACH, FLORIDA
CITY CLERK
P:int{;d Name:
,4pproved as to Form:
CTI'Y ATTORNEY
Printed Name'.
By:
JAY AI,PER1N, Mayor
A TTES T:
BLOCK 77 DEVELOPMENT GIROUP,
L.C.
P~iut~l Nmac:
By:_ _
Print Name:
Title:
STATE OF FI, OR. IDA
COUNTY OF PALM BEACH
· The foregoing instrument was acknowledged before me this ......... day of
1999 by the __ ,of the City of De~
B:ach, Florida, a Florida m~micipal corporation, on behalf thereof. Who is personally Imown to me
or has prcxtuced (typ of~denttficat~on) as identification and did (did
not) lake at). oath.
Notary Public
My Commission Expires:
g:~\w~bl~k77¥arkiabqAgt.01 aa.$1~. 102899
Page 19
C O UIVT ~ O F ~PAL_~.f B EACH
The foregoing im~ume~t was acknowledged before me this day of
1999 by_ of Block 77 Dcvelopmen ~"C,~ .o-up, L.C., a Florida limke~
liability company, on be, half ofthe limited liability company. He/She ':s personally known lo me or
Im~sproduced (type ofidantification) ~s identificahon and did (did not)
take an oafl~.
Notary Public
My Commission Expires:
g:~[vAblook77~paddngA.~,,.O 1 ~$b ~. 102899
Pag~ 20
EXHIBIT "A"
The City Lands
P_arc2,1 ~ :Lot 7, LESS the North 16.0 feet thereof, Block 77, TOWN OF LINTON
(now Delray Beach), according to the Plat thereof as recorded in Plat Book 1, Page
3 (sheet 2) of the Public Records of Palm Beach County, Florida.
Parcel ~ :Lot 13, LESS the North 16.00 feet thereof, Block 77, TOWN OF
LINTON (now Delray Beach), according to the Plat thereof as recorded in Plat Book
1, Page 3 (sheet 2) of the Public Records of Palm Beach County, Florida.
Parcel V :The North 16.0 feet of Lot 13, Block 77, TOWN OF LINTON (now
Delray Beach), according to the Plat thereof as recorded in Plat Book 1, Page 3 (sheet
2) of the Public Records of Palm Beach County, Florida.
P_arc, el E :That part of the 16 foot wide alley right of way lying South of and adjacent
to Lots 4, 5 and 6, Block 77, TOWN OF LINTON (now Delray Beach), according
to the Plat thereof as recorded in Plat Book 1, Page 3 (sheet 2) of the Public Records
of Palm Beach County, Florida.
P_2a-x~ Z :That part of the 16 foot wide alley Right-of-Way lying West of and
adjacent to Lot 13, Block 77, TOWN OF LINTON (now Delray Beach), according
to the Plat thereof as recorded in Plat Book 1, Page 3 (sheet 2) of the Public Records
of Palm Beach County, Florida.
P_ar. cg, l R :That part of the East 8 feet of that certain 16 foot wide alley right of way
lying West of and adjacent to Lots 14 and 15, Block 77, TOWN OF L1NTON (now
Delray Beach), according to the Plat thereof as recorded in Plat Book 1, Page 3 (sheet
2) of the Public Records of Palm Beach County, Florida.
P__arcel U :The South 59.84 feet of Lots 4, 5, and 6, Block 77, TOWN OF LINTON
(now Delray Beach), according to the Plat thereof as recorded in Plat Book 1, Page
3 (sheet 2) of the Public Records of Palm Beach County, Florida.
Parcel X: The North 16.0 feet of Lot 7, Block 77, TOWN OF LINTON (now
Delray Beach), according to the Plat thereof as recorded in Plat Book 1, Page 3 (sheet
2) of the Public Records of Palm Beach County, Florida.
¢:~doc$~clientsXcra~block,77\parking.agr
Page 21
EXHIBIT "B'
Block 69
Legal Description
Lots 20, 21 and 22, Subdivision of Block 69, according to the Plat thereof, recorded in Plat
Book 2, Page 43 of the Public Records of Palm Beach County, Flor/da.
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Page 22
EXHIBIT "C"
Proposed Design Plan
Parking Garage Plans prepared by Cohen, Freedman, Encinosa, under Project No.: 9905a,
dated September 15, 1999, revised October 27, 1999, counter-initialed copies of which are separately
retained by each party hereto.
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Page 23
EXHIBIT "D"
Developer's Parcels
South 9.4 feet of Lot 15 and all of Lot 16, Block 77, Map of the Town of Linton, Florida,
according to the Plat thereof, as recorded in Plat Book 1, Page 3 of the Public Records of Palm Beach
County, Florida.
Lot 10 and the North 50.5 feet of Lot 11, Block 77, Town ofLinton n/kda Town of Delray,
according to the Plat thereof, as recorded in Plat Book 1, Page 3, of the Public Records of Palm
Beach County, Florida.
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Page 24
11104/99 ~ 18:15
EJ/HIBIT "E"
]~$URANC~
At all times dl~ng the term of this Agrccuaeat DEVELOPER, at its expense, sb;dl keep or cause
to be kept in effect thc followh~g: ' ·
1. Fire and All Risk Property coverage (including flood iusm~uce, if applicable, to the
e~tcnt available through a federally sponsored program for flood insurance) on the entire Parking
Building, thc public parking and access ways and easements, improvemeuts, fixtures and machineq,
.contained thcreua constructed or under construction by DEVELOPER in an amount equal to its full
insurable value with a deductible(s) of not uaore than two perccm (2%) of the full insurable value
provided that such deductible(s) may be increased so as to be commercially reasonable with thc
consent of the City Manager, such consent not to be unreasonably withheld. The All Risk policy
shall include CITY'S imerest as loss payee.
orkors Couapensmaon Insurance to the extent required by Florida Statutes, for all
persons employed by DEVELOPER, its contractors, agents or independent contractors who, in the
course ofthelr employment, come upon the Public Parking and easemeats.
3. A commercial general liability insurance policy, including garage keepers liability
~r~rance, ua standard form, insuring DEVELOPER and CITY as an additional htsured (in addition
to any ollmr person or entity who uaay be an insured thereunder), again.~ bodily igjury or propcrty
&~mage per the ~mdard ISO conuncuaial general liability policy in the amount of not le,~s than Five
Million Dollars ($5,000,000). All such policies shall cover the Public Parking es defined herein
wlfich includes all caseuaonts and alleyways.
.o.~.'' the commercial general liability insuranceThe CITY shall have the right to review the amount
policy provided by DEVELOPER at ten (10) year
intervals £ollow:mg the dare of this Agreeuaent. If, at the time of'such review, the CITY determines
that the amount of insurance then being carried is not commercially reasonable, the CITY shall
notify ~e DEVELOPER of the increased amount of such commercial general liability insurance
required to be commercially reasonable in the CITY'S judgment. If DEVELOPER agrees ~4ththe
I ~ ' ' ' 1 .....
C TY $ determination, tim commeuaxal general mbil~ty insurance pohcy shall be increased to such
caecum ms determined by CITY.
4. /my and all net insurance proceeds received by or on account of DEVELOPER, as
the case uaay be, shall be held in em.st by the recipient thereof, who shall administ.~ and apply such
proceeds in accordance with thc provisions of this Agreement.
Page 25
5. AIl °fthep°liciesofinsuranceprovided for in this Agreement: (i) shall be in th¢
form and substance approved by the Insurance Depa~ent of the ~,o,, ..~,__.~ ..........
only by companies licensed ..... -~.,~.m~ tu~ snail t)e issued
Insurance pertaining to by thc Insurance Department of the State of Florida. (iii) Certifie~e~ of
sine shall be delivered to CITY, prior to the commencement oftbe Term
of this Agreement, (iv) shall be with a carrier having a Bcst's Prating of not less th~ B+ Class VII.
(v) shall bear endorsements showing the receipt by the re.~pective Companies of the premiums
thereon or shall be acca)mpanied by other evidence of payment L ~uch prermums to the insurance
compames, including evidence of current annual payment, if on an>, inztallment payment basis, and
(vi) shall provide that t/iq, may not be canceled by the insurer without service of notice of the
proposed cancellation upon CITY (at least thirty (30) days nolice) and shall not be invalidated ~
to the interest of CITY by any act, omission or neglect of DEVELOPER; and (v) shall J~ame the
CITY a~ an additional insured as to paragraphs 1 and 3 above. A copy of the policy, includlag all
amendments or endorsements, shall be delivered to the CITY with/n fifteen (15) days of the
commencement of the policy's term and within F_ffieen (15) days of any amendment or endorsement
thereof. In troy case where the original policy of any such insurance shall be delivered to
DEVELOPER, a duplicate original or certificate of such policy shall thereupon be delivered to
CITY. All insm~ance policies shall be mewed by DEVELOPER, and certificates evidencing such
,.,:newals, ' .
beanng eadorsoments or aecompamed by other evidence of Oie receipt by the respective
insurance companies of the premiumn thereon, shall be delivered to CITY' at lea.st t~,
prior to their respective expiration dates. - , enty (20) days
6. tf DEVELOPER fails to obtain and ms{ntaln insurance a~ provided in this
Agreement and such failure sh .all continue for a period of thirty (30) days after notice by CITY,
CIT.Y may, bm shall not be obligated to, effect and maintain any such immmnce coverage and pay
prezmums therefor of pursue any other remedy provided by conWact or allowed by law.
7. '/he oblig~xion of coliection upon the insurance policies furnished and provided for
by DEVELOPER, or obtained by CITY by reaso~ of the failure ot'DEVELOPER to oNain them,
shall be upon DEVELOPER, but CITY *hall cooperate in such collection (bm without expen~ to
CrlW) in such reasonable degree as may be requested by DEVELOPER.
~:l$WAbloek77~p~m~inS~t't,01 ~t~l,s. 102~
Page 26
Boca Raton News, Saturday, November 6, 1999
I Ft~WI: NOV, 6 & 13, 19~