Res 79-03RESOLUTION NO. 79-03
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF DI~.LRAY BEACH, FLORIDA, AUTHORIZING
THE SglYt., PURCHASE, EXCHANGE AND LEASE OF
CERTAIN REAL PROPERTY LOCATED IN PALM BEACH
COUNTY, FLORIDA, AS DESCRIBED HEREIN, HEREBY
INCORPORATING AND ACCEPTING THE TRIPARTITE
AND INTERLOCAL AGREEMENT AND AMENDMENT
NO. 1 AND AMENDMENT NO. 2 THERETO AND LEASE,
WHICH CONTAIN THE TERMS AND CONDITIONS OF
THE SALE, PURCHASE, EXCHANGE AND LEASE OF
REAL PROPERTY BETWEEN THE CITY OF DELRAY
BEACH, FLORIDA, THE DELRAY BEACH COMMUNITY
REDEVELOPMENT AGENCY, AND THE DELRAY
BEACH PUBLIC LIBRARY ASSOCIATION, INC.
WHEREAS, the City of Delray Beach, Florida is the owner of land better known as the
current Library Site; and,
WHEREAS, the CRA owns land that will be conveyed to the City for a new Library Site;
and,
WHEREAS, the Library will forgo its long term lease of the current hbrary site in exchange
for a ninety-nine (99) year lease with an option to purchase the new library building and property
after twenty (20) years, in accordance with a long term lease; and,
WHEREAS, when the current library property is sold, the CRA shall receive $1,700,000.00
(the appraised value of Parcel Three -- the new library site). The City will receive proceeds in excess
of the appraised value of Parcel Three ($1,700,000.00), minus costs incurred by the CRA to
complete the sale; and,
WHEREAS, the City of Delray Beach determines it is in the best interest of the City to enter
into the Contract for Sale and Purchase, Tripartite and Interlocal Agreement and Lease.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF DF.I.RAY BEACH, FLORIDA, AS FOLLOWS:
~ecfion 1. The Recitals are incorporated as if fully set forth herein.
Section 2. The CRA is the owner of property referred to as "Parcel Three", legally
described as Lots 1 through 4, Block 53, Town of Linton (now Delray Beach), according to the Plat
thereof as recorded in Plat Book 1, Page 3, Public Records of Palm Beach County, Florida, less the
right-of-way for West Atlantic Avenue.
Section 3. The City is the legal owner of Lot 7, less the North 16.0 feet and the West
8.17 feet, Lots 8 and 9, less the West 8.17 feet, the North 20 feet of LOt 10, Less the West 8.17 feet,
Town of Linton (now Delray Beach), according to the plat thereof as recorded in Plat Book 1, Page
3, Public Records of Palm Beach County; known as the "current Library Site" which is subject to a
long term lease in favor of the Delray Beach Library Association, Inc.
Section 4. The City shall transfer ownership of the current Library Site to the CRA, and
the CRA will transfer fee simple ownership to Parcel Three to the City.
Section 5. Parcel Three and the library building will be owned by the City and will be
subject to a 99 year lease in favor of the library with a 20 year option for the Library to purchase the
land and building.
Section 6. The CRA shall receive monies up to the appraised value of Parcel Three
($1,700,000.00). The City will receive monies in excess of $1,700,000.00, minus expenses of sale
incmxed by the CRA.
Section 7. Each Party will tender at their own cost, a Title Insurance Commitment and
Policy to the receiving Party.
S¢cti0n 8. All other terms and conditions are as set forth in the Tripartite and Interlocal
Agreement (and Amendment No. I and Amendment No. 2 thereto) included as Exhibit "A" hereto.
PASSED AND ADOPTED in regular session on this the ~ day of January, 2004.
City Clerk
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TRIPARTITE AND INTERLOCAL AGREEMENT
THIS TRIPARTITE AND INTERLOCAL AGREEMENT is made and entered into
this /..e~ dayof ~/_~~, 2003, byand between the CITY OF DELRAY
BEACH, a Florida municipal corporation, (the 'CITY'), and the DELRAY BEACH
COMMUNITY REDEVELOPMENT AGENCY, a community redevelopment agency
created pursuant to Florida Statute, Chapter 163, (the 'CRA'), and the DELRAY
BEACH PUBLIC UBRARY A~SOCIATION, INC., (the *LIBRARY").
WITNESSETH:
WHEREAS, the CITY and CRA both being bodies politic in the State of Florida
ara desirous of entering into this Tdpartita and Intedocal Agreement with the LIBRARY
in accordance with the provisions of Florida Statute Chapter 163.01 et seq.; and
WHEREAS, the CRA is the owner of certain real property located at 104 West
Atlantic Avenue, Delray Beach, Florida 33444, and 132 West Atlantic Avenue, Delray
Beach. Florida 33444, and herein referred to as 'Parcel Three', being more particularly
Lots 1 through 4, Block 53, TOWN OF MNTON (now Delray BeaCh),
according to the Plat thereof as recorded in Plat Book 1. Page 3. Public
Records of Palm Beach County, Flodda, less the right-of-way for West
Atlantic Avenue
; and
WHEREA3, the CITY is the owner of certain real property herein referred to as
the 'Current Library Site" which real property is legally described as:
Lot 7, less the North 16.0 feet and the West 8.17 feet, Lots 8 and 9, less
the West 8.17 feet the North 20 feet of Lot 10, Less the West 8.17 feet,
Town of Linton (now Delray Beach), according to the Plat thereof as
recorded in Plat Book 1. Page 3, Public Records of Palm Beach County,
Florida.
; and
WHEREAS, the Current Library Site is encumbered by a long-term land lease in
favor of the LIBRARY; and
WHEREAS the CITY' and the CRA desire to facilitate the relocation of the
LIBRARY from the Current Library Site to Parcel Three; and
WHEREAS, in order to facilitate such relocation, 'the CITY and the CRA are
desirous of entering into tfl's ~'l:r~l~artite ahd l~edocal A~gre~ment ~provii~ing for art
exchange of the Current Library site from the CITY to the CRA in ratum for the
conveyance by the CRA to the CITY of Parcel 'Three; and
WHEREAS, the CITY shall be the owner of Parcel Three and in consideration of
the monies granted and expended and as required by the grant from the State, the
CITY shall also own the building as well as the land upon which the LIBRARY Shall
constnJct a new library which will be leased to the LIBRARY under a long term lease
with an option to purchase; and
WHEREAS, the LIBRARY is willing to cancel and surrender its Long Term Land
Lease and any interest it may possess in the improvements located within and on the
Current Library Site to the CITY in return for the CITY leasing to it Parcel Three in
accordanca with this agreement; and
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WHEREAS, the CITY has entered into certain agreements with the LIBRARY
and also has entered into a grant agreement with the state; and
WHEREAS, the State has informed the CITY that as the Grantee it is required to
expend and disburse funds for the LIBRARY project; and
WHEREAS, the CITY, under the grant, may assign certain responsibilities to the
LIBRARY; and
WHEREAS, the CITY, under agreements dated Mamh 20, 2001 as amended by
Amendment No. I dated October 2, 2001 has delegated the handling of the actual
constnJction to the LIBRARY; and
WHEREAS, as the grant recipients, the CITY is not released from the duties and
obligations to complete the LIBRARY construction and the duty to provide funds as set
forth in the grant; and
WHEREAS, the total estimated cost of the LIBRARY construction originally
submitted for the grant was $10,155,000.00, which included the cost to construct the
LIBRARY, furniture and books but did not include the cost to construct the parking
garage which is to cost $3,200,000.00; and
WHEREAS, the total estimated cost of constructing the LIBRARY as of May 28,
2003 is $6,500,000.00, which does not include design costs, furniture, books, and
construction of the parking garage; and
WHEREAS, the LIBRARY has revised the project estimate, in which with the
state has concurred, from the $10,155,000.00 to the $6,500,000.00 amount; and
WHEREAS, this agreement is promised on the CITY being responsible under the
grant for the $6,500,000.00 project cost and not the $10,155,000.00 estimated project
cost; and
WHEREAS, the parties have undertaken certain monetary and other
commitments to each other as further set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises
herein contained, the parties hereby agree as follows:
1. The above recitals am hereby incorporated as if fully set forth heroin.
2. The CITY shall convey to the CRA fee simple title to the Current Library
Site in its then 'as is" condition, subject only to both permitted exceptions set forth in
Paragraphs 3., A., below and the CRA shall convey title to Parcel Three to the CITY in
its then 'as is" condition in exchange for said Current Library Site subject to only those
permitted exceptions set forth in Paragraph 3., B., below.
3. A. Permitted Exceotions to Conveyance of Current Library Sift:
(i) The right of post-closing occupancy by the LIBRARY upon
the terms and conditions set forth in that certain Business Lease attached hereto as
Exhibit "A".
(ii) Restrictions, conditions, reservations, easements, and other
matters contained on the Plat of Town of Delmy Beach, Florida (f/k/a Linton), as
recorded in Plat Book 1, Page 3, Public Records of Palm Beach County, Florida.
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(iii) Taxes for the year of the effective date of this policy and
taxes or special assessments which are not shown as existing liens by the public
records.
B. Permitted Exceofions to Conveyance of Parcel Three to the CITY:
(i) Subject to that certain Deed dated September 18, 1967 and
recorded October 24, 1967 in O.R. Book 1605, Page 228,
Public Records of Palm Beech County, Florida, conveying
the North 20 feet of Lots 3 and 4, Block 53, as recorded in
Plat Book 1, Page 3, and a portion of Lot 4 for State right-of-
way purposes.
(ii) Subject to a Unity of Title dated March 1, 1979 and recorded
Mamh 7, 1979, between Selective Recourses Corp., of
Delaware and the City of Delray Beach, as set forth in O.R.
Book 3020, Page 138, Public Records of Palm Beach
County, Florida.
(iii) Current yeer taxes.
4. Closing and time for conveyance for such exchange shall be upon the
LIBRARY obtaining all required building permits to commence construction of its
intended improvements to Parcel Three and the. redevelopment of such Parcel as a
public libra~j, provided, however, that in the event such dOSing shall not occur on or
prior to the 31st day of December, 2005, this Agreement shall become null and void.
5. The parties agree'that the CRA shall order an appraisal of the Current
Library Site and Parcel Three promptly after the execution of this Agreement through
Anderson and Carr Appraisers for purposes of establishing the appraised value of the
respective properties for purposes of this Agreement. The CRA, and the CITY agree to
share equally in the cost of such appraisals and the CITY agrees to remit to the CRA
their share of the cost thereof within f'~teen (15) days following receipt of an invoice from
the CRA together with a copy of such appraisals. Upon obtaining the appraisal reports,
such. party shall have thirty (30) days thereafter to elect to terminate this Agreement if
such report is unacceptable to them in their sole disdrefion. The parties hereby agree
that in the event the CRA pursuant to its redevelopment efforts with respect to the
Current Library Site shall realize proceeds from the sale of that site, such net proceeds
attributable to that site shall be distributed between the parties in the following manner:.
a) First, to the CRA all proceeds up to the appraised value of Parcel
Three, then
b)
To the CITY, such net proceeds in excess of ~) above up to the
appraised value of the land and building at the:Current Library Site, then
c) To the CRA and CITY equally, and net proceeds then remaining
after a) and b), above.
Notwithstanding any provision of this Agreement to the contrary, the CRA shall
have the free and sole discretion in determining the pdce and terms for its disposition of
the Current Libra[y Site pursuant to its public purposes and no special or fiduciary duty
of any kind shall be created or imposed as a result of this Agreement. Further, the
Agreement shall not be deemed to create an encumbrance of any kind on the title to the
Current Library Site.
6. Each party shall, at their own expense, provide the receiving party with a
Title Insurance Commitment and Policy in favor of the receiving party with respect to the
property being conveyed to them in an insured amount equal to the appraised value of
sue.,h property wP, hin thirty (30) days following the obtaining of the appraisals.
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7. The CRA and LIBRARY shall, within four (4) months from the date of this
Agreement, have the reasonable dght of access to the respective properties being
acquired for purposes of conducting such reasonable inspections and investigations of
said properties for the suitability and acceptability of said properties by the receiving
party. In the event the results of such investigations and study shall render the property
to be received by either respective party Unacceptable in such party's full discretion,
either party may cancel this Agreement by delivering written notice to all of the parties
hereto within said time. Neither party shall be entitled to cause any work to be done on
said other party's promises which could result in a lien being paid therefor and each
party agrees to indemnify, save, and hoid the~oth~ party ' ' ;~ ·
harmless for anY and all work
being so performed.
8. Each party shall maintain their respective properties, which are the subject
of this Agreement, in the same condition as they exist on the date of this Agreement,
ordinary wear and tear excepted. Each party shall bear the risk of loss relative to their
respective prOperties prior to dosing and shall maintain casualty insurance to the extent~
of the full insurable value thereof.
9. The LIBRARY shall have the right to occupy the Current Library Site after
dosing pumuant to the term of the Business Lease set forth in Exhibit "A" and
incorporated herein.
10. The LIBRARY shall construct a library building to be owned by the CITY
on Parcel Three which shall also be owned by the CITY. Once the LIBRARY has
rena~_ived a certificate of occupancy for the new library, the CITY shall lease to the
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LIBRARY Parcel Three and the LIBRARY building for ninety-nine (99) years with an
option to purchase the LIBRARY building and property for One Dollar ($1.00) after
twenty (20) years in accordance with that certain Long Term Lease attached hereto as
Exhibit ~B' and subject to the CITY'S dght of termination upon a breach as set forth in
the Lease, this Agreement and attached exhibits.
11. The CITY, LIBRARY, CRA and Palm Beach County have entered into an
Agreement dated November 12, 2002 that is hereby incorporated as if fully set forth
herein and is attached as Exhibit 'C' to this Agreement. Any fonds to be expended
pursuant to Exhibit "C" by the CITY or CRA are in addition to the moneys set forth in
this Agreement.
12. The CITY-and the LIBRARY have entered into an Agreement dated
March 20, 2001 and Amendment No. I dated October 2, 2001 thereto regarding the
Library Project and the Agreement and Amendment No. 1 are incorporated as if fully set
forth herein and are attached as Exhibit "D' to this Agreement provided, however, the
payment terms on the matching funds in Paragraph 2 of the March 20, 2001 agreement
as amended is modified as set forth in this Agreement and Exhibits 'E", "F" and "G".
The duties and responsibilities set forth in this Agreement are additional to the duties
set forth in Exhibit 'D" except as modified herein.
13. The CITY is the Grantee under the Grant Agreement dated December 9,
2002 attached hereto and incorporated as if fully set forth herein and attached as
Exhibit mE" to this Agreement, The LIBRARY agrees to perform the duties of the CITY
set forth in the Grant Agreement referenced in this paragraph and comply with the
Agreement and Amendment No. 1' as described in Paragraph 10, and comply with all
the duties and obligations as set forth in this Agreement and all exhibits hereto;
provided, however, the CITY, pursuant to the grant, will disburse ail funds for expenses
incurred after the date of this agreement.
14. The LIBRARY shall deposit with the CITY $3,200,000.00 prior to
December 20, 2003 for the LIBRARY project. In addition, the LIBRARY shall deposit
all other funds necessary to complete the LIBRARY construction as may be required in
excess of payments set forth in this Agreement and exhibits hereto in a sufficient
amount and in a timely manner in order to complete the construction of the LIBRARY
project. The funds Will be deposited in a sepa~rate LIBRARY C~nstrU~n Fund
Account. The CITY will deposit additional funds for the library in the Library
Construction Fund Account in the sum of $800,000 (consisting of the $500,000 match
and an additiOnal $300,000) as a Bridge Loan provided that the LIBRARY shall repay
the CITY $100,000 by August 31, 2004; $450,000 by June 30, 2005; $100,000 by
August 31, 2005; $50,000 by December 31, 2005; $100,000 by August 31, 2006. The
$800,000 loan shall be evidenced by a Promissory Note and secured by a Security
Agreement and the Tripartite Agreement and exhibits thereto. If the breach occurs after
the receipt of a certificate of occupancy, the Lease shall terminate and all option rights
shall be null and void. The CITY also retains all the rights under the Security
Agreement and Promissory Note and Tripartite Interlocal Agreement and exhibits
thereto. The LIBRARY shall pay all documentary taxes and all other fees including
recording as may be necessary.
15. The CITY shall provide a grant to the LIBRARY of up to $2.5 million
dollars to be put in the LIBRARY construction loan account for library construction
pursuant to the terms of this Agreement and Exhibits attached hereto, which includes
the Construction Agreement attached hereto and hereby incorporated as if fully set forth
herein as Exhibit 'H'. The CITY may disburse all or part of the funds pdor to July 1,
2004, but shall not be required to disburse prior to July 1, 2004 any of the $2.5 million
dollars or the $800,000.00 bridge loan referenced in Paragraph 13 above.
16. If any funds remain due and'owing after the LIBRARY Obtains a certificate
of occupancy that are not timely made when due or made 90 days after notice of default
is delivered, the CITY shall invoke the remedie~ Under'th'b Tripartite and Intedocal
Agreement. The Lease shall be terminated and the option rights shall automatically be
null and void. The CITY shall have full title to the property and building, including the
books, furniture and equipment which is the collateral for all funds uncollected by the
CITY from LIBRARY. The LIBRARY'S long term lease and option to purchase shall be
void,
17. The CRA shall pay to the CITY a total of $666,000.00 dollars towards the
CITY'S $2.5 million dollar commitment to the LIBRARY, in addition to the monies to be
paid by the CRA as set forth in Exhibit "C" hereto. The CRA shall pay the $666,000.00
to the CITY in one lump sum within 5 business days of the City's written request for the
funds. The CITY shall deposit the funds in the Library Building Fund to be used for
construction of the LIBRARY. The CITY will expend the CITY'S contribution and the
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LIBRARY'S initial contribution prior to making the written request for the lump sum
. payment.
18. The LIBRARY, in consideration of the promises set forth herein agrees to
give to the CITY right to use one hundred seventy (137) of the LIBRARY'S 170 parking
spaces ten (10) days each calendar year during normal business hours after the new
library and parking is constructed (subject to the CITY'S rights in the event of a breach
to retain the entire sight). This use is additional to the CITY'S use of the parking lot
pursuant to its agreements with the County. The parties will meet within thirty (30) days
after the date of the CITY'S notice to the LIBRARY of its need to use the parking
spaces to work out the logistics of such use with the LIBRARY and the LIBRARy
agrees that if no other accommodations can be worked out within a period of ten (10)
days from the date of said meeting that the LIBRARY will be closed or part of the
LIBRARY will be closed to accommodate the CITY'S use of the spaces during the time
the CITY so designates. This right of use by the CITY shall continue for as long as the
CITY determines it needs the spaces, It is the duty of the LIBRARY to work with the
county and enter any agreements it deems necessary with the County in order to make
sure the CITY has the right to use the 137 spaces as herein provided.
19. LIBRARY agrees that if any taxes, fees or special assessments or
charges of any kind or nature are assessed against any transaction covered by this
Agreement or any attachments or amendments thereto, by any governmental entity that
LIBRARY shall pay all such taxes, assessments, fees and charges, or deposit with the
CITY sufficient funds to pay all.such taxes, assessments, fees and charges that will be
disbursed by the CITY.
20. This Agreement and attachments hereto constitute the entire agreement
of the parties. To be effective, any modifications shall be in writing and signed by
parties and by persons with authority to bind the parties. Modifications to any exhibits
shall be in writing and shall be deemed to be included and incorporated herein without
the need to amend the Tripartite and Interlocal Agreement; however, all parties to the
Tripartite and Intedocal Agreement shall be notified and presented with a copy of the
modified exhibit..
21. This Agreement shall not be effective until signed by all parties.
22. Upon full execution of this Agreement, this Agreement (less attachments)
shall be recorded in the Public Records of Palm Beach County, Florida.
IN WITNESS WHEREOF, the parties have heretofore set their hands and seals
on the day, and year first above written.
~ATTEST: .
City Clerk
~.ed as to Form:
CH Attorney
BCly:TY~ORIDA
~)/~.~rin~an, Mayor
A'I-rEST:
Pdnt Name: ~['>. ( _~N~ C_~-O~ ~C
BY'~an
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Approved as to Form:
. Affested by:
P/~jt Nam~ ~ J~'~ J, ~.~ ~ ~l ~ h--~3~j~
DELRAY BEACH PUBLIC LIBRARY
ASSOCIATION, INC.
?_'nt Namei2~'~/if~'#r~/-~
It s President ~ '
EXHIBIT "A." TO TRIPARTITE AND INTERLOCAL AGREEMENT
BUSINESS LEASE
THIS AGREEMENT, entered into this __ day of, ,2003
between the DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY,
hereinafter called the Lessor, party of the first part, and DELRAY BEACH PUBLIC
UBRARY ASSOCIATION, INC., of the County of Palm Beach and State of Florida,
hereinafter called the Lessee or tenant, party of the second part:
WITNESSETH, That the said Lessor does this day lease unto said Lessee, and
said Lessee does hereby hire and take as tenant under said Lessor approximately
square feet of space located at , to
be used and occupied by the Lessee for the purpose of
and for no other purposes or uses whatsoever, for the term beginning on
and terminating on the eadier of (i) 180-days written notice from the
Lessee or (ii) three (3) years from the effective date of this Lease, at and for the agreed
total rental of one dollar ($1.00).
The following express stipulations and conditions are made a part of this lease
and are hereby assented to by the Lessee:'
FIRST: The Lessee shall not assign this lease, nor sub-let the premises, or any
part thereof nor use the same, or any put thereof, nor permit the same, or any part
thereof, to be used for any other purpose than as above stipulated, nor make any
alteretJons therein, and all additions thereto, without the wrftten consent of the Lessor,
and all additions, fixtures or improvements which may be made by Lessee except
movable office furniture, shall become the property of the Lessor and remain upon the
premises as a part thereof, and be surrendered with the premises at the termination of
this lease.
SECOND: All personal property placed or moved in the premises above
described shall be at the risk of the Lessee or owner thereof;, and Lessor shall not be
liable for any damage to said personal property, or to the Lessee arising from the
bursting or leaking of water pipes, or from any act of negligence of any co-tenant or
occupants of the building or of any other person whomsoever.
THIRD: That the tenant shall promptly execute and comply with all statutes,
ordinances, rules, orders, regulations and requirements of the Federal, State and City
Government and of any and all their Departments and Bureaus applicable to said
premises, for the correction, prevention, and abatement of nuisances or other
grievances, in, upon, or connected with said promises during said team; and shall also
promptly comply with and execute all rules, orders and regulations of the applicable fire
prevention codes for the prevention of fires, at its own cost and expense.
FOURTH: The prompt payment of the rent for said premises upon the dates
named, and the faithful observance of the rules and regulations printed upon this lease,
and which are hereby made a part of this covenant, and of such other and further roles
or regulations as may be hereafter made by the Lessor, are the conditions upon which
the lease is made and accepted and any failure on the part of the Lessee to comply
with the terms of said lease, or any of said rues and regulations now in existence, or
which may be hereafter prescribed by the Lessor, shall at the option of the Lessor,
work a forfeiture of this contract, and all of the rights of the Lessee hereunder.
FIFTH: If the Lessee shall abandon or vacate said premises before the end of
the term of this lease, or shall suffer the rent to be in arrears, the Lessor-may, at his
option, forthwith cancel this lease or he may enter said premises as the agent of the
Lessee, without being liable in any way therefor, and relet the premises with or without
any fumlture that may be therein as the a"e'-* .-~ "-- - .......
such terms and fee such d, ,,~*;,,- '--; ,=--- _,_u.~.,,_, .~- u,~ ~.eaee~., a; SUCh pnce ar~3 upon
~,~,~., u~ ..J~, .~ me Lesser may aetermine, and ~ive the
rent there~r, applying the same to the payment of the rent due by these presents, and if
the full rental herein provided shall not be realized by Lessor over and above the
expenses to Lessor in such re-letting, the said Lessee shall pay any deficiency, and if
more than the full rentel is realized Lessor will pay over te said Lessee the excess of
demand.
SIXTH: Lessee agrees to pay the cost of Leeeor's reasonable attorneys' fee
Incurred as a result of any litigation arising out of this "Business Lease.'
SEVENTH: The Lessee agrees that he will pay all charges for rent, gas,
electricity or other illumination, and for all water used on said premises, and should said
charges for rent, light or water herein provided for at any time remain due and unpaid
for the space of five days after the same shall have become due the Lessor may at its
option consider the said Lessee tenant at sufferance and the entire rent for the rental
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period then .n. ext ensuing shall at once be due and payable and may forthwith be
collected by d~stress or otherwise.
EIGHTH: The said Lessee hereby pledges and assigns to the Lessor all the
fomlture, fixtures, goods, and chattels of said Lessee, which shall or may be brought or
put on said premises as security for the payment of the rent herein reserved, and the
Lessee agrees that the said lien may be enforced by distress foreclosure or othenvise
at the election of the said Lessor, and does hereby agree to pay attorney's fees of ten
percent of the amount so collected or found to be due, together with all costs and
charges therefore incurred or paid by the Lessor.
NINTH: The Lessor or any of his agents, shall have the right to enter said
premises during all reasonable hours, to examine the same to make such repairs.
additions or alterations as may be deemed necessary for the safety, comfort, or
preservation thereof, or of said building, or to exhibit said premises. The right of entry
shall likewise exist for the purpose of removing placards, signs, fixtures, alterations, or
additions, which do not conform to this Agreement, or to the rules or regulations of the
building.
TENTH: Lessee hereby accepts the promises in the condition they ara in at the
beginning of this lease and agrees to maintain said premises in the same condition,
order and repair as they ara at the commencement of said term. excepting only
reasonable wear and tear adslng from the use thereof under this Agreement, and to
make good to said Lessor immediately upon demand, any damage to water apparatus,
or electric lights or any fixture, appliances or appurtenances of said premises, or of the
building, caused by any act or neglect of Lessee, or of any person or persons in the
employ or under the control of the Lessee.
EL~ENTH: It Is expressly_ag_reed end u~ersteadby and between the parties
to this Agreement, that the landlord shall not be liable for any damage or injury by water,
which may be sustained by the said tenant or other person or for any other damage or
injuw resulting from the carelessness, negligence, or improper conduct on the part of
any other tenant or agents, or employees, or by reason of the breakage, leakage, or
obstruction of the water, sewer or soil pipes, or other leakage in or about the said
building.
L'r~. ELFT.H: ff the Lessee shall became insolvent or if benkruDtcv oroceedinn.
shall oe =~;lun oy or against the Lessee, before the end of said te~n ~h~ Lesso~';~
hereby irrevocably authorized at its option, to forthwith cancel this lease, as for a
default. Lessor may elect to accept rant from such receiver, trustee, or other judicial
officer during the term of their occupancy in their fiduciary capacity without affecting
Leeeor's rights as contained in this contract, but no receiver, trustee or other judicial
officer shall ever have any right,-title or interest in or to the above described property bY
virtue of this Contract.
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THIRTEENTH: Lessee hereby waives and renounces for himself and family any
and all homestead and exemption rights he may have now, or hereatter, under or by
virtue of the constitution and laws of the State of Florida, or of any other State, or of the
United States, as against the payment of said rental or any pon'ion hereof, or any other
obligation or damage that may accrue under the terms of this Agreement.
FOURTEENTH: This Contract shall bind the Lessor and its assigns or
successors, and the heirs, assigns, pomonal representatives, or successors as the case
may be, of the Lessee.
FIFTEENTH: It Is' understood and agreed between the Parties hereto that time Is
of the essence of this Contract and this applies to all terms and conditions contained
herein.
SIXTEENTH: It 18 understood and agreed between the parties hereto that wfi[[en
notice mailed or delivered to the premises leased hereunder shall constitute sufficient
notice to the Lessee and written notice mailed or delivered to the office of the Lessor
shall constitute sufficient notice to the Lessor, to comply with the term of this contract.
SEVENTEENTH: The dghts of the Lessor under the foregoing shall be
cumulative, and failure on the part of the Lessor to exercise promptly any rights given
hereunder shall not operate to forfeit any of the said rights.
EIGHTEENTH: It is further understood and agreed between the parties hereto
that any charges against the Lessee by the Lessor for services or for work done on the
premises by order of the lease or otherwise accruing under this Contract shell be
considered a rent due and shall be included in any lien for rent due and unpaid.
NINETEENTH: It is hereby understood and agreed that any signs or advertising
to be used, including awnings, in connection ~ the promises leased hereunder shall
be first submitted to the Lessor for approval before Installation of same:
TWENTIETH: Notwithstanding any other provision of this lease to the contrary,
the Lsseee shall be responsible for the payment of all electric, gas, telephone and other
public utilities furnished to the demised premises
TWENTY-FIRST: Notwithstanding any other provision of this lease to the
contrary, the Lessee shall be responsible for maintaining the interior of the demised
premises, including but not limited to the air conditioning system servicing the subject
demised premises.
· - TWENTY-SECOND: Notwithstanding any other provision of this lease to the
contrary, the Lessee shall be responsible for maintaining and paying for casualty
4
insurance for the leased premises replacing any breakage of plate glass appurtenant to
the subject demised premises.
TWENTY-THIRD: The Leases agrees that as a condition to this lease, the
Lessee shall at all times dudng the term hereof maintain public liability Insurance with
limits of not less than $1 million for individual claims/S1 million for aggregate claim
resulting from personal injudes or Properly damage occurring on or within the subject
demised promises and such insurance policy shall expressly name the Lessor as a
coinsured and the Lessee shall furnish the Lessor with a cement certificate of such
insurance within five (5) days from the execution of this Lease.
TWENTY-FOURTH: The Leases is hereby prohibited from making any
improvements to the subject real property without the written consent of the Lessor. In
the event a Claim of Lien shall be recorded against the subject property as a result of
any of Leasea's actions and such Lien shall not be discharged of record within ten (10)
days thereafter, the Lessee shall be deemed to be in default pursuant to the terms of
this Lease.
TWENTY-FIFTH: Notwithstanding any provision of this Lease to the contrary the
leased premises are accepted by Lessee in their "as is" condition and Lessee shall be
solely responsible for the maintenance and repairs required with respect thereto.
TWENTY-SIXTH: In the event the Delay Beach Public Library Association. Inc.,
as Leases, through no fault of its own, shall not obtain the Certificate of Occupancy to
the public library being constructed on Parcel Three as defined and referred to in that
certain Tripartite and Interiocal Agreement to which this Business Lease is attached, by
the expiration of this Lease, then the said Delray Beach Public Library Association, Inc.,
shall have the right to extend this Business Lease upon the same terms and conditions
set forth herein for an additional period of
IN WITNESS WHEREOF, the parties hereto have hereunto executed this
instrument for the purpose herein expressed, the day and year above written.
Signed sealed and delivered
in the presence of:
As to Lessor.
Print Name:
Print Name:
DELRAY B,I~CH COMMUNITY
REDEVELOPMENT AGENCY~
Pdnt Name~
Title:~
As to Lessee:
DELRAY BEACH PUBLIC
LIBRARY ASSOCIATION, INC.
Pri~ Nan~:'~.~.~ J, ~t I ~.,-~, ,';~' Prin{ Na me: ~,~ ~,/',/~,~
Pnnt Name:
6
EXHIBIT "B" TO TRIPARTITE AND INTERLOCAL AGREEMENT
LEASE
This lease {~Lesse") is made on the. day of ,2003,
between CITY OF DELRAY BEACH, a Florida municipal corporation, with a principal
place of business at 100 N.W. First Avenue, Delray Beach, Florida, and DELRAY
BEACH PUBLIC LIBRARY ASSOCIATION, INC., a Flodda corporation ("Lessee"), with
a principal place of business at 29 S.E. 4th Avenue, Delray Beach, Florida, 33483.
ARTICLE 1. LEASED PREMISES
Description of Premless
1.01, Lessor leases to Lessee, and Lessee rants and accepts from Lessor, a parcel of
land in Delray Beach, County of Palm 'Beach, State of Florida ("Leased Land"), legally
described in Exhibit A, attached to this Lease and made a part of it which includes the
library building and parking spaces. If abandoned, the east/west alleyway shall revert in
accordance with law to the appropriate party. If it reverts to the City, the Library's lease
hold interest shall include the alleyway.
Land Subject to Mens, Encumbrances, and Other Conditions
1.02. This Lease and the Leased Land ara subject to all present liens, encumbrances,
conditions, rights, easements, restrictions, rights of way, covenants, other matters of
record, and zoning and building laws, ordinances, regulations, and codes affecting or
govsming the Leased Land or that may affect and govern the Leased Land after the
execution of this Lease, and all matters that may be disclosed by inspection or survey.
ARTICLE 2. TERM AND RENT
Term of Lease and Option
2.01. Lessse's obligation to pay rant and occupy the Leased Land in accordance with
this Lease shall be for a term of ninety-nine (99) years ('Term"), commencing on the
date the Lessee obtains a certificate of occupancy and ending at the end of the 99
years, unless terminated at an earlier date for any reason set forth in this Lease or the
Tripartite and Interiocal Agreements and exhibits thereto. If the library obtains a
certificate of occupancy and the Lease commences, and further provided that Lessee
shall not be in default of the terms of this Lease or the Tripartite and Intedocal
Agreement and exhibits thereto, the Lessee has the option, within twenty (20) years
after the effective date of the Lease Term, to purchase the property under the terms set
forth in Exhibit 'B' hereto.
Holdover
2.02. If ~ holds over after the expiration of the Lease Term and continues to pay
rant without objection from Lessor, then Leasse's tenancy shall be from month to
month on all the terms and conditions of this Lease.
Rent
2.03. Lessee shall pay rent to Lessor, without notice or demand and without
abatement, reduction, or satolf for any raason, at the office of Lessor or any other place
that Lessor may designate in writing. The rant shall be payable at the annual rate of
One Dollar ($1.00) per year payable on the commencement of this Lease and on each
anniversary thereof.
ARTICLE 3. USE AND CONSTRUCTION OF IMPROVEMENTS
Primary Use
3.01. I. eaaee shall have the dght to use the Leased Land for the operation of a public
library. In this connection, and without detracting from the foregoing, it is understood
and agreed that the primary purpose for which the Leased Land has been leased is for
the development and construction of a public library. Any other primary use shall be
subject to the consent of Lessor in writing. Lsssor's consent shall not be unreasonably
withheld.
Lessea's Right to Construct Buildings and Other Improvements
3.02. Lessee shall have the right to construct structures, buildings, and other
improvements ('Improvements*) on the Lea~ Land, at Lessea,a sole cost and
expense, with the prior approval of Lessor. In connection with any construction, Lessee
shall be permitted to grade, level, and fill the land, ramove trees and shrubs, install
roadways and walkways, and install utilities, provided ali of the foregoing serve the
Improvements erected on the Leased Land. Lessor shall have no liability for any costs
or expenses in connection with the construction of Improvements on the Leased Land.
The Lessor shall execute all consents necessary for Lsssse to obtain permits,
licenses, utilities, etc.
ARTICLE 4. OPERATING COSTS AND IMPOSITIONS
Rent to Be Ab~olutsly Net
4.0~. The rent paid to Lessor in accordance with Article 2 of this Lease shall be
absolutely nat to Lessor. This means that, in addition to the rent, Lessee shall be
2
responsible for performing and paying all "Operating Costs" and "Impositions" defined in
Paragraphs 4.02 and 4.03, below, in connection with the Leased Land.
Definition of Operating Costs
4.02. 'Operating Costs' shall include, but shall not be limited to, all expenses paid or
incurred in
connection with the following activities:
(1) Repairs, maintenance, replacements, painting, and redecorating.
(2) Landscaping.
(3) Insurance.
(4) Heating, ventilating, and air conditioning repair and maintenance.
(5) Water, sewer, gas, electricity, fuel oil, and other utilities.
(6) Rubbish removal.
(7) Supplies and sundries.
(8) Sales or use taxes on supplies or services.
(9) Notwithstanding any other provision of this Lease to the contrary, the
Lessee shall be responsible for the payment of all ad valorem taxes and
assessments.
(10) Costs of wages and salaries for all parsons engaged in the operation,
maintenance, and repair of the Leased Land, including fringe benefits and
social security taxes.
(11) Ail other expenses, whether or not mentioned in this Lease, that are
incun'ed with regard to operation of the Leased Land, including any
replacements if necessary for repairs and maintenance or otherwise.
DeflniUon of Impo. iUone
4;03: 'lmpositlons* shell include all fines and levies that result from construction
activities or the normal operation of the premises on the Leased Land, all real estate
property taxes, assessments, and other governmental charges that are laid, assessed,
levied, or imposed on the Leased Land and become due and payable during the Term
of this Lease, or any lien that adses during the time of this Lease on the Leased Land
and Improvements, any portion of these, or the sidewalks or streets in front of or
adjoining the Leased Land and Improvements.
ARTICLE 5. LAWS AND GOVERNMENTAL REGULATIONS
Compliance With Legal Requirements
5.01. Lessee shall pmmpUy comply with all laws and ordinances, and all orders, rules,
regulations, and requirements of federal, s;a~e, and municipal governments and
appropriate departments, commissions, boards, and officers of these governments
(Legal Requirements') throughout the Term of this Lease, and without cost to Lessor.
Lessee shall promptly comply with these Legal Requirements whether they are
foreseen or unforeseen, or ordinary or extraordinary.
Contest of Legal Requiremente
5.02. Lessee shall have the righi, after prior written notice to Lessor, to contest the
validity of any Legal Requirements by appropriate legal proceedings, provided Lessor
shall not be subject to any criminal or civil liability as a result of any legal contest.
Lessee shall indemnify and hold Lessor harmless from all loss, claims, and expenses,
including reasonable attomeys' fees, as a result of Leesee'e failure to comply with
Legal Requirements or any contest relating to Legal Requirements.
ARTICLE 6. LIENS AND ENCUMBRANCES
Creation Not Allowed
6.01. Lessee shall not create, permit, or suffer any mechanics' or other liens or
encumbrances on or affecting the Leased Land or the fee estate or reversion of Lessor
except as specifically permitted in this Lease.
Discharge After Filing or Imposition
6.02. If any lien or encumbrance shall at any time be filed or imposed against the
Leased Land or the fee estate or reversion of Lessor, Lessee shall cause the lien or
encumbrance to be discharged of record within forty-five (45) days after notice of the
filing or imposition by payment, deposit, bond, order of a court of competent jurisdiction,
or as otherwise permitted by law. If Lessee shall fail to cause the lien or encumbrance
to be discharged within the forbj-five (45) day period, then in addition to any 0~r right
or remedy of Lessor, Lessor shall be entitled bUt not Obligated to diSCharge the lien or
encumbrance either by paying the amount claimed to be due or by procuring the
discharge by deposit or by bonding proceedings. In any event, Lessor shall be entitled
to compel the prosecution of an action for the foreclosure of any lien or encumbmnca by
the lienor and to pay the amount of the judgment for and in favor of the lienor with
interest, costs, and allowances if Lessor elects to take this action. NI amounts paid by
Lessor and all of its costs and expenses in connection with the actions taken by
Lessor, including court costs, reasonable attomeys' fees, and interest at the highest
legal rote in effect at the time these moneys are due, shall be deemed to be additional
rent under this Lease and shall be paid by Lessee to Lessor promptly on demand by
Lessor.
4
Lsssor Not Liable for Labor,
Servlcss, or Materials Fumlshed to Lessee
6.03. Lessor shall not be liable for any labor, services, or materials furnished or to be
furnished to Lessee or to any sublessee in connection with any work performed on or at
the Leased Land, and no mechanics' lien or other lien or encumbrance for any labor,
services, or materials shall attach to or affect Lessors fee estate or reversion in the
Leased Land·
ARTICLE 7. INSURANCE AND INDEMNITY
Fire and Extended Coverage
7.01. At all times during the Term of this Lease, Lessee shall maintain, at its sole cost,
Insurance covering the Improvements including, without limitation, all Improvements
now located on the Leased Land or that may be erected on the Leased Land, against
loss or damage by fire, vandalism, malicious mischief, windstorm, hail, smoke,
explosion, riot, civil commotion, vehicles, airy, flood, or earthquake, together with any
other insurance that Lessor may require from time to time. The Insurance shall be
carried by insurance companies authorized to transact business in Florida, selected by
Lessee and approved by Lessor and any Lender under Article 10 of this Lease. In
addition, the following conditions shall be met:
(a) The insurance shall be in amOunts no less than one hundred percent
(100%) of the replacement cost of the buildings and other improvements, exclusive of
foundations and below-ground improvements (but sufficient to satisfy the requirements
of any coinsurance clause).
(b) The insurance shall be mai~ined for the mutual benefit of Lessor end
Lessee, any succeeding o~erS of the fee title in the L~Sed Land, and any Su~ssors
and assigns of this Lease. The insurance policy or policies shall name both Lessor and
Lessee as insureds.
(c) Any and alt fire or other insurance proceeds that become payable at any
time during the Term of this Lease because of damage to or destruction of any
Improvements on the Leased Land shall be paid to Lessee and applied by Lessee
toward the cost of repairing, restoring, and replacing the damaged or destroyed
Improvements in the manner required by Article 8 of this Lease. However, if Lessee
elects to exercise the option given under Article 8 of this Lease to terminate this Lease
because of damage to or destruction of Improvements, then any and all fire or other
insurance proceeds that become payable because of that damage or destruction shall
be applied as follows:
(1) . Proceeds shall be applied first toward the reduction of the unpaid
principal balance of any and all obligations secured pursuant to Article 10 of this Lease.
(2) The balance of the procccds, if any, shall be paid to Lessor to
compensate Lessor, at least in part, for the loss to the fee estate and the balance to
Lessee to compensate for the value of the damaged or destroyed Improvements.
Property and Personal Injury Liability Insurance
7.02. At all times during the Term of this Lease, Lessee shall maintain, at its sole cost,
comprehensive broad-form general public liability insurance to include, but not be
limited to, ~XCU Coverage' and broad form contractual insurance coverage against
claims and liability for personal injury, death, and property damage arising from the use,
occupancy, disuse, or condition of the Leased Land and Improvements, and adjoining
areas. The insurance shall be carried by insurance companies authorized to transact
business in the State of Florida, selected by Lessee and approved by Lessor and any
Lender under Article 10 of this Lease. Lessors approval shall not be unreasonably
withheld. In addition, the following conditions shall be met:
(a) The Insurance provided pursuant to this Paragraph 7.02 shall be in an
amount no less than $1,000,000.00 for property damage, and in an amount no less than
$1,000,000.00 for one person and $2,000,000.00 for one accident for personal injury.
(b) The insurance shall be maintained for the mutual benefit of Lessor and
Lessee, any succeeding owners of the fee title in the Leased Land, and any successors
and assigns of this Lease. The insurance policy or policies shall name both Lessor and
Lessee as insureds.
(c) The amounts of insurance shall be Increased as Lessor may reasonably
require from time to time to ' '
settlements or jury verdicts, account for Inflation, or generally increased insurance
Construction Liability Insurance
7.03. Lessee agrees to obtain and maintain (to the extent reasonably procurable)
construction liability insurance at all times when demolition, excavation, or construction
work is in progress on the Leased Land. This insurance shall be carried by insurance
companies authorized to transact business in the Slate of Florida, selected by Lessee
and approved by Lessor, and shall be paid for by Lessee. Lessors approval shall not
be unreasonably withheld. The insurance shall have limits of no less than
$1,000,000.00 for properly damage, and $1,000,000.00 for one person and
$2,000,000.00 for one accident for personal injury. The insurance shall be maintained
for the mutual benefit of Lessor and Lessor, as well as for any succeeding owners of
the fee title in the Leased Land, and for any successors and assigns of this Lease,
against all liability for injury or damage to any person or property in any way adsing out
of demolition, excavation, or construction work on the premises. In addition, Lessee
shall provide Builders Ail Risk Insurance to cover the value of the construction as the
construction proceeds toward completion. The Insurance policy or policies shall name
both Lessor and Lessee as insureds.
Certificates of Insurance
7.04. Lessee shall furnish Lessor with certificates of all insurance required by this
Article 7. Leases agrees that If it does not keep this insurenco in full force and effect,
Lessor may notify Lessee of this failure, and if Lessee does not deliver to Lessor
certificates showing all of the required insurenca to be in full force and effect within ton
(10) days after this notice, Lessor may, at its option, take out and pay the premiums on
the insurance needed to fulfill Leeses's obligations under the provisions of this Article 7.
On demand from Lessor, Lessee shall reimburse Lessor the full amount of any
insurenca premiums paid by Lessor, with interest at the rate of twelve percent (12%)
until reimbursement by Lessee.
Indemnification of Lessor
7.05. Lessor shall not be liable for any lose, damage, or injury of any kind or character
to any person or property arising from any use of the Leased Land or Improvements, or
caused by any defect in any building, structure, equipment, facility, or other
improvement on the Leased Land, Or caused by or arising from any act or omiseion of
Lessee, or any of its agents, employees, licensees, or invitees, or by or from any
accident, fire, or other casualty on the land, or occasioned by the failure of Lessee to
maintain the premises in safe condition. Lessee waives all claims and demands on its
behalf against Lessor for any lose, damage, or injury, and agrees to indemnify and hold
Leesor entirely free and harmless from all liability for anv loss da,,~o,,~, ,.,-,,~ .-- ,-,..-
of other persons, and from all costs and evr~nS~s
"~- '~"'t~ .u.~ =~y ai=llrllS or aemanos
of other persons concerning any loss, damage, or injury, caused other than by the
negligent or intentional act or omiseion of Lessor.
ARTICLE 8. DAMAGE OR DESTRUCTION OF IMPROVEMENTS
Deetruction or Forty Percent (40%) Damage
8.01. In the event that the Improvements are completely desi~oyed, or are damaged in
excess of forty percent (40%), due to any cause whatsoever, the Lessee may at its own
expense repair, restore, or replace the destroyed propedy if Lessee deems it practical
or advisable to do so, and this Lease shall continue in full force and effect. If Lessee
deems it impractical or inadvisable to repair, restore, or replace the destroyed property,
this Loose shall terminate on sixty (60) days' written notice to Lessor and any lender
under Article 10 of this Lease.
Damage Less Than Forty Percent (40%)
8.02. In the event that damage to the Improvements due to any cause whatsoever is not
in excess of forty percent (40%), Lessee shall at its own expense repair, restore, or
replace the damaged improvements with due diligence, and this Lease shall continue in
full force and effect.
Definitions
8.03. The phrase 'completely destroyed" shall be construed to mean the destruction of
the safe, tenantable use of occupancy of all Improvements under this Lease. The
phrase 'damaged in excess of forty percent (40%)' shall be construed to mean any
damage to the Improvements (excluding damage caused solely by water used in
extinguishing fire) that will require an expenditure in excess of forty percent (40%)
percent of the market value (immediately prior to the damage) of the Improvements to
accomplish required repairs, restoration, or replacement.
ARTICLE 9. CONDEMNATION
Interests of Parties
9.01. If the Leased Land and Improvements or any part of these premises is taken for
public or quasi-public purposes by condemnation in any action or proceeding in eminent
domain, or is transferred in lieu of condemnation to any authority entitled to exercise the
power of eminent domain, the interests of Lessor and Lessee in the award or
consideration for the taking or transfer and the effect of the taking or transfer on this
Lease shall be govemed by this Article 9.
Termination on Taking
9.02. If all or substantially all of the Leased Land and Improvements are taken or
transferred as described in Paragraph 9.01, this Lease and all of the rights, title, and
interest under this Lease shall cease on the date that title to the Leased Land and
Improvements vests in the condemning authority.
ARTICLE 10. LEASEHOLD MORTGAGES
Leasehold.Mortgages Prohibited
10.01. Except as specifically provided otherwise in this Lease, Lessee shall not be
permitted to mortgage Leesea'a leasehold interest in the Leased Land or Buildings
without Leaaor's consent or approval.
ARTICLE 11. DEFAULT
Events of Default
11.01. (a) Any one or more of the events listed in Subparagraphs (b) through (f) of
this Paragraph 11.01 shall constitute a default under this Lease.
(b) Lessee'e failure to pay rent within sixty days (60) after the rent becomes
due and payable in accordance with the terms, covenants, and agreements of this
Lease shall constitute a default under this Lease.
(c) Lessee's failure to observe or perform or cause to be observed or
performed any other term, covenant, or agreement under this Lease, and the.Tripartite
and Intedocal Agreement and exhibits thereto, the Security Agreement and the
Promissory Note, and continuation of this failure for a period of ninety days (90) after
Lessor's written notice to Lessee specifying the nature of Leesee'e failure shall
constitute a default under this Lease. However, a failure as described in this
Subparagraph (b) shall not constitute a default if it is curable but cannot with reasonable
diligence be cured by Lessee within a period of ninety (90) days, and if Lessee
proceeds to cum the failure with reasonable diligence and in good faith.
(d) Lessee's abandonment of the Leased Land and Improvements shall
constitute a default under this Lease. For the purposes of this Lease, "abandonment-
shall be defined as Lessee'e failure to begin construction of Improvements within
eighteen (18) months following the date of this Lease.
(e) The occurrence of both of the following events at the date of the
commencement of this Lease or during its effective Term shall constitute a default
under this Lease:
(1) Filing of a petition in bankruptcy or insolvency, for reorganization or
the appointment of a receiver or trustee of all or a portion of Lessee'e property, by or
against Lessee in any
state, court pursuant to any statute either of the United States or of any
(2) Leeeee's failure to secure a dismissal of the petition within sixty
(60) days after its filing.
(f) .L. eesee's assignment of the leasehol.d interest under this Lease for the
benefit of creditom shall constitute a default under this Lease.
Notice of Election to Tarminats Leseee's Peaassslon
11.02. Subject to the provisions of Article 11, if any event creating default occurs,
Lessor may elect to terminate Leeaea"a dght of possession under this Lease after three
hundred sixty (360) days from the date of service of notice of the election. If this notice
is given, all of Lsseea's rights, title, and interest in the Leased Land and Buildings shall
expire completely at the expiration of the three hundred sixty (360) days, and Lessee
shall quit and surrender the Leased Land and any Improvements erected on the Leased
Land to Lessor.
Lsssor'e Entry After Termination of Lessea's Posassslon
11.03. At any time after the termination of Leasea's right of possession under this
Lease pursuant to Paragraph 11.02 of this Lease, Lessor may enter and possess the
Leased Land and Improvements by summary proceedings, ejectmant, or otherwise, and
Lessor may remove Lessee and all other persons and property from the Leased Land
and Improvements. If Lessor takes the actions described in this Paragraph 11.03,
Lessor may then possess the Leased Land and Improvements and assume the right to
receive all rents, income, and profits from the Leased Land and Improvements, and
Lessor may also sell any of the improvements.
Lessea's Liability for Accrued Rent
11.04. The expiration of this Lease or termination of Lessea'a right of possession
pursuant to Paragraphs 2.01 or 11.02 of this Lease shall not relieve Lessee of its
liability and obligation to pay the rent and any other charges accrued prior to these
events, or relieve Lessee of liability for damages for breach. These liabilities and
obligations of Lessee shall survive any expiration or termination of the Lease or any
ent~ and possession by Lessor.
Reletting Land and Improvements
11.05. After the expiration of this Lease or termination of Leasse'a right of possession
under this Lease pursuant to Paragraphs 2.01 or 11.03, Lessor shall use reasonable
efforts to mitigate damages by reletting the Leased Land and Improvements, in whole or
in pert, either in its own name or as agent of Lessee, for a term or terms that, at
Lessor's option, may be for the remainder of the then-current Term of this Lease or for
any longer or shorter period.
Rent From Reletting
11.06. Lessee shall be entitled to a credit if the rent received on reletting exceeds the
rent required pumuant to this Lease, Lessee shall remain liable for the difference
between the rent reserved under this Lease, and the rent collected and received, if any,
l0
by Lessor dudng the remainder of the unexpired term. Lessor shall have the option of
collecting the deficiency between the rent reserved and the rent collected in monthly
payments as these payments become due and payable, or of receiving in advance the
deficiency for the remainder of the Term reduced to present value at the rate of twelve
percent (12°x) per year.
Costs Incurred Due to Breach
11.07. Lessee expressly agrees fo pay all expenses that Lessor may incur .for
reasonable attomeys' fees or brokerage commissions, and all other costs paid or
incurred by Lessor for enfoming the terms and provisions of this Lease.
ARTICLE 12. EXPIRATION OF TERM
Leesee's Defivery of Possession After
Termination or F. xplretlon
12.01. On the expiration date of this Lease as set forth in Paragraph 2.01 of this Lease,
or the termination of Leeses's possession under this Lease pursuant to Paragraph
11.03, or any entry or possession of the Leased Land and Improvements by Lessor
pursuant to Paragraph 11.03 (collectively referred to as the "Expiration Date"), Lessee
shall promptly quit and surrender the Leased Land and Improvements, and deliver to
Lessor actual possession and ownership of the Leased Land and Improvements In
good order, condition, and repair.
Leeees"e Removal of Movable Objects
12.02. Lessee shall have the dght to remove from the Leased Land and Improvements
al! movable trade fixtu~, movable equipment, and articies of personal preperty used or
procured for use in connection with the operation of its business on or before the
Expiration Date, provided that Lessee shall promptly repair, or cause to be repaired,
any damage resulting to the Leased Land or Improvements by reason of this removal.
Any bade fixtures, equipment, or articies of personal property of Lessee that remain at
or on the Leased Land after the Expiration Date shall be deemed to have been
abandoned by Lessee, and may either be retained by Lessor as its property or
disposed of by Lessor without accountability to Lessee for the value of these trade
fixtures, equipment, or articles of personal property, or any proceeds derived from the
sale of these items.
1]
ARTICLE 13. GENERAL PROVISIONS
No Waiver of Breach by Lessors Actions
13.01. The failure of Lessor to seek redress for violation of, or to insist on the strict
performance of any covenant, agreement, term, provision, or condition of this Lease
shall not constitute a waiver of the covenant, agreement, term, provision, or condition.
The receipt by Lessor of rent with knowledge of the breach of any covenant,
agreement, term, provision, or condition of this Lease shall not be deemed a waiver of
that breach.
Waiver of Any Provision Must Be Written
13.02. No provision of this Lease shall be deemed to have been waived, unless the
waiver is in writing and signed by the party against whom enforcement is sought. No
payment by Lessee or receipt by Lessor of a lesser amount than the rent stipulated in
this Lease shall be deemed to be other than for the payment of rent or other charge
owing by Lessee, as Lessor shall elect. No endorsement or statement on any check or
any letter accompanying any check or payment as rent shall be deemed binding on
Lessor or deemed an accord and satisfaction, and Lessor may accept a check or
payment from Lessee without prejudice to Lessors right to recover the balance of the
rent or other charges owing by Lessee, and without limitation on Leasor~s dght to
pursue each and every remedy in this Lease or provided by law. Each right and remedy
of Lessor provided for in this Lease shall be cumulative and in addition to every other
dght or remedy provided for in this Lease, or now or later existing at law, in equity, by
statute, or otherwise.
Entire .&~reemsnt
t3~, This Lease and the Exhibits annexed to this Lease contain the entire agreement
between Lessor and Leeaea, and any agreement made after the execution of this
Lease between Lessor and Lessee shall be ineffective to change, modify, waive,
release, discharge, terminate, or effect a surrender or abandonment of this Lease, in
whole or in part, unless that agreement is in writing and signed by the party against
whom enforcement is sought.
Notioea
13.04. All notices and demands of any kind that either party may be required or may
desire to give to the other in connection with this Lease must be given by registered or
certified mail, retum receipt requested, with postage fully prepaid, and addressed to the
party to be served at the party's address as set forth above. Any notice shall be deemed
received on first attempted delivery; Any party may change the address to which notices
12
to that party ara to be directed by notice given in the manner provided in this Paragraph
13.04.
Lessors Entry and Inspection of Pramieas
13.05. Lessor, or its agents or designees, shall have the right to enter the Leased Land
and Improvements during reasonable business hours for inspection, or to complete any
work that may be necessary because of Lessea'a default under any of the terms,
covenants, and conditions of this Lease continuing beyond the applicable periods of
grace, or to exhibit the Leased Land and Improvements to potential buyers and agents.
Partial Invalidity or Unenforceablllty
13.06. If any term, covenant, or condition of this Lease shall be Invalid or unenforceable
to any extent, the ramainder of the terms, covenants, and conditions of this Lease shall
ramain in full force and effect and shall in no way be affected, impaired, or invalidated.
Meaning of Term "Lessor"
13.07. The term 'Lessor,' as used in this Lease in ralation to Lessor's covenants and
agraements under this Lease, shall be limited to mean and include only the owner or
owners of the fee title to the Leased Land at the time in question. In the event of any
conveyance of this fee title, Lessor named in this Lease and each subsequent grantor
shall be automatically ralieved, at the date of the conveyance, of all liability in respect'to
the perrormanca of/any of Lessors covenants and agreements ramaining to be
performed after the date of conveyance, and each grantee shall be bound by all of the
covenants and agraements ramaining to be performed under the Lease during the time
of grantea's ownership.
Satisfaction of Judgment Against Lessor
13.08. Anything contained in this Lease to the contrary notwithstanding, Lessee agrees
to look solely to the Leased Land and Lessor'a interest in the Leased Land for the
collection and satisfaction of any judgment that Lessee may obtain against Lessor
because of Lessors failura to observe or perform any of its covenants or obligations
under this Lease, including, but not limited to, the braach of the covenant of quiet
enjoyment, whether express or implied. If Lessee raceives any judgment rasulting from
Lessors failure to observe or perform any of its covenants or obligations under this
Lease, Lessee further agrees not to collect or execute, or attempt to collect or execute,
that judgment out of or against any other assets or properties of Lessor.
13
IndMduale Benefited by Lease
13.09. This Lease shall inure to the benefit of and be binding on Lessor and Lessee
and their respective distributees, personal representatives, executors, successors, and
assigns except as otherwise provided in this Lease.
Assignment and Subletting
13.10. This Lease and the Term and estate granted by this Lease, or any part of this
Lease or that Term and estate, may not be subleased or assigned, without Lessors
written consent which such consent may be arbitrarJly withheld.
Attomment of Subleasea
t3.11. All subleases shall provide that in the event of cancellation, termination,
expiration, or surrender of this Lease, the sublessee will attom to and recognize
Lessor, or any assignee of Lessor, as Lesser under this Lease for the balance then
remaining of the Term of this Lease, and subject to all terms of this Lease The
provisions of this Paregmph 13.11 shall be automatic and no further instrument or
document shall be necessary unless required by Lessor or any assignee of Lesser.
Quiet Enjoyment
13.12. Lossor covenants and agrees that Lessee, on payment of the rent and other
charges provided for in this Lease and fulfillment of the obligations under the covenants,
agreements, and conditions of this Lease, shall lawfully and quietly hold, occupy, and
enjoy the Leased Land-during the Term of this Lease without any interference from
anyone claiming through or under Lossor.
ARTICLE 14. DOCUMENTATION AND RECORDING OF LEASE
Memorandum of Lease and Recording
14.01 As soon as practicable after execution of this Lease, Lessor and Lessee shall
execute, in recordable form, a Memorandum of Lease and Lessee shall record the
Memorandum of Lease in the Public Records of Palm Beach County, Florida.
ARTICLE 15. OPTION TO PURCHASE
15.01 The Lessee shall have an option to purchase the subject property for One Dollar
($1.00) at any time after twenty (20) years from the effective date of this Lease by
providing an executed Contract for Sale and Purchase in form as attached to this Lease
as Exhibit B provided the Lessee Shall not be in default of the Lease or the Tripartite
and Intarlocal Agreement and exhibits thereto.
]4
IN WITNESS WHEREOF, Lessor and Lessee have executed and signed this
Lease or have caused this Lease to be executed and signed on
LESSEE
DELRAY BEACH PUBLIC LIBRARY
ASSOCIATION, INC.
By:
Print Name:
Title:
LESSOR
ATTEST:
City Clerk
CITY OF DELRAY BEACH, FLORIDA
By:
Jeff Periman, MaYOr
STATE OF FLORIDA
COUNTY OF PALM BEACH
I certify that on this day of ,2003, Jeff Periman,
as Mayor of the City of Delmy Beach,. who is personally known to me or who
produced as ident'~tion and that he signed and
delivered this instrument as the officer of the named corporation, and that this
instrument is the voluntary act and deed of that corporation as authorized by its Board
of Directors.
Notary Public-State of Florida
STATE OF FLORIDA
COUNTY OF PALM BEACH
I certify that on this day of ,2003, of the Delray
Beach Public Library Association, Inc., 'Who is personally known to me or who
produced as identification and that he or sh~ signed
and delivered this instrument as the officer of the named corporation, and that this
instrument is the voluntary act and deed of that corporation as authorized by its Board
of Directors.
~lotary Public-State of Florida
EXHIBITA
TO LEASE
Lots 1 through 4, Block 53, TOWN OF LINTON, (now Delmy Beach), according to the Plat
thereof as recorded in Plat Book 1, Page 3, Public Records of Palm Beach County, Flodda,
less the right-of-way for Wast Atlantic Avenue.
EX~IRi'PB
TO
CONTRACT FOR SALE AND PURCHASe.
PARTIES: CITY OF DELRAY BEACH, ("Seller'), of 100 N.W. 1st Avenue, Delray
Beach, Florida 32~?.~. (Phone: 561-243-7000), and DELRAY BEACH PUBLIC LIBRARY
ASSOCIATION, INC., ("Buyer"), of
(Phone: ) hereby agree that the Seller shall sell and the Buyer sh~l! buy the
following described Real Property and Personal Property (collectively 'Trooert~) upon the
following terms and conditions, which INCLUDE the Standards for Real Estate ("Standard(s)")
on the reverse side hereof or attached hereto and riders and any addenda to this Contract for Sale
and Purchase (''Contract'3.
l_
DESCRIPTION:
(a) Legal description of the Real Prope~ located in Palm Beach County, Florida:
Lots 1 through 4, Block 53, TOWN OF LINTON, (now Delray Beach), according
to the Plat thereof s recorded in Plat Book 1, Page 3, Public Records of Palm
Beach County, Florida, less the right-of-way for West Atlantic Avenue.
(b) Street address, city, z/p, of the Property is:
(c) Personalty:.
IL
PURCHASE PRICE: ..................
PAYMENT:
$ 1.00
in TIME FOR ACCEPTANCE; EFFECTIVE DATE: If this offer is not executed by
and delivered to all pa~ie~ OR FACT OF EXECUTION communicated in writing, between the
pa~des on or before , this offer will be withdrawn. The date of Contract
(''Eff~ctlve Date'') will be the date when the Buyer gives notice of its exercise of the option to
purchase under that certain Ground Lease between the Seller and the Buyer. A facsimile copy of
this Contract and any si~on~'ures thereon shall be considered for all purposes as originals.
IV. TITLE EVIDENCE: Within twenty-one (21) days after the effective date of this
Contract, (CHECK ONLY ONE): [] Seller shall, at Seller's expense, deliver to Buyer or Buyer's
attorney;, OR C] Buyer shall, at Buyer's expense obtain (CHECK ONLY ONE): [] abstract of
title or (2) [] title insurance commilme~t (with legible copies ofinsh'uments listed as exceptions
attached thereto) and, a/ret closing, an owner's policy of title insurance.
V. CLOSING DATE: This Iransaction shall be closed and the deed and other closing
papers delivered on not sooner than thirty (30) days after Buyer's exercise of the option to
purchase and not later th~n one hundred fifty (150) days after Buyer's exemise of the option to
purchase unless modified by other provisions of Contract. In any event the Seller would be given
at least fifteen (15) days advance written notice.
VI. RESTRICTIONS; EA~EMI~NTS; LIMITATIONS: Buyer shall take title subject to:
comprehensive land use plans, zoning, res~iction~ ,~mhibitio,-~ *-~ ~'*- ..... -' ......,,~o--
oy gove~menun aumonoj;, reslr/ctions 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/md not more than I 0 feet in width as to the rear or front lines and 7 ½ feet in
width as to the side lines, unless otherwise specified herdn); taxes for year of ~losing and
subsequent years; assumed mortgages and purchase money monga~s, if any (if additional items,
see ~dendum); provided that there exists at clo~in~ no violation of the foregoing and none
prevent use of Propen'y for public h'brary purposes.
VII. OCCUPANCY: SeHer warrants that there are no panies in occupancy other than Seller,
but if Property is intended to be rented or occupied beyond closing, the fact and te~,,,~ thereof and
the te~lant(s) or occupallts shsll be disclosed pursuant to Standard F. Seller shall deliver
occupancy of Propa-ty to Buyer at the lime of closing unless otherwise stated herein. If
oooupanoy is to be delivered before closing, Buyer assume~ ali risk of loss to Property from date
of occupancy, shall be responsible and !i~ble for m~intensnce from that date, and sh~l! be
deemed to have accepted Property in its existing conditiun as of tlme of taking occupancy unless
othorwi
VIK TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Typewritten or handwritten
pwvisiuns, riders and addenda sh~ll control aH printed provisions Of this Contract in conflict with
IX. RIDEI~: (CHECK 'those Riders which are applicable AND are attached to this
Contrac0:
a)~ "Asia"
X. ASSIGNABILITY: (CTIF~'~ 01~¥ 01~): Buyer (1)~ may assign and thin. by be
ttu)/lays prior ~.0 ctosmg.
XL DISCLOSURES:
(a) P-b~lon is a Dahlra~y 0ccul/~ radioactive ~ that. wh~l ac~lml~ in a
building in sufficient quantities, m*y present health risks to persons who are
~s~d to it 0v~ lime. Levels o£radon that excced federal and state guidelines
have been found in buildings in Floridz. Additional information regarding
or Radon testing may be obtained from your County Health unit.
Co) Buyer may have detcv,~ined the energy cfficimcy rating of the residential
building, if any, is located on thc Real Property.
(c) If the Real Property includes pre-1978 residential housing, then Paragraph X(h) is
mandatory..
XIL MAXIMUM REPAIR COSTS: Seller shall not be responsible for payments in excess
of.'
(a) $'0-for trea/ment and repair under Standard D (ff blank, then 2% of the Purchase
Price).
Co) S-0-for repair And_ replacement umier Standard N (if blAnir, then 3% of the
Purch~ Price).
XIII_ SPECIAL CLAUSES; ADDENDA: I~ additional terms are to be providc~ attached
addendum and ~ HERE []
2
DELRAY BEACH PUBLIC I.mRARY
ASSOCIATION, INC.
C1TY OF DF_,LRAY BF_,ACH, FLORIDA
Social
or Tax ID No.
ScHe~
Social S~urit~
or Tax ID No.
D~
ADDF_,NDUM TO CONTRACT FOR SAI,I~. AND PURCHASE
SRLL~g: CITY OF DELRAY BEACH
BI.FYEg: D~.I.~,AY BEACH PUBLIC LIBRARY ASSOCIATION, INC.
PROPERTY ADDgESS:
XVV'. SPECIAL CLAUSES (Continued):
The property is bein~ sold in its "as is" condition.
B. Tho parties wart',mt snd agree that the~e is no broker involved in this transaction~
STAPmAm)s fOR wSTA Tm SAc O s
customary in l~e connty. UP°n cl°~ing of this Conira~ Ibe abeiract sbsll become fl~e prop~,y of Buyer, subjeot ~o
the dght of reie~ion thereof by first mortgagee mui! fully Paid: (2) gle title insu~.,,-~ c~.~.~:.'m,.~ issued by a
Florida licemod titi~ insult a~reeiag to ~ ~ auysr, upon r~ording of the deed ~o Buyer, an owners polk, y of
or before closing. Seller shall convey a marl~table fide subject only to liens, encum~ances, excep~m or
qualifications s~t forth in Coniract. Marketable tide .hall be ~ according to applicable Title
adop~l by authority of Tbe Florida Bar and in accordeuce ~ law. Buysr shsll have 30 days, ff absa~ct, or S days,
will have 30 days fxom receipt of notice to remove the defect(s), ~ which Buyar shall, wi~in five ($) days
expiration of ~e ~rty (30) day period, deliver written no,ice to Sell~ eiflm:. (1) oxtonding fl~ t~ for a ~asomble
period not to exceed 120 days w~ml. which Seller .ha~! we ~ effort to remove ~e defect; or (2) requesting a
~und of deposit(s) paid which shall :in,-~ia_~Ay be retomed to Buyer. If Buyer fails to so notify Seller, Buyer
be deemed to have accept~i lhe title as it th~ is. Seller .h~l!. ff title is found um,,~ketable, use diligent effort to
correct defoz~s) in title wi~in ~be ~ provided ~herefor. If Seller is unable to firefly correct the defect, Buyer
nhall either waive the clerics, or receive a refund
obligation tmd~ ~ Contract of deposit(s), fl~reby releasing Buyer and Seller from all fu~er
B. PURCHASE MONEY MORTGAGE; SECURITY AGREEMENT TO SELLI~.O,: A porcbase monay
mortgage ami mo~aga note to Seller ~an provide for a 30 day grace period in ~he event of default ff a
m°rtgaga and a 1S daY grace period ffsecond or leaser mortgage; shall provide for fight ofprepayment in whole or
m°ngaS~s); shall m~uire ~ to m~ polici~ of insurame cc~nl~nS
Seller;, but Sell~ may only require clauses customarily found in mortgages, mo~gaga notor, and secmity agreeme~
the lien of a security agreem~ evidencod by recorded ~nm,.,%g statm~onis. If a beHoon morigage, tbe
C. SURV~.Y: Buyor, at Buyer*s expense, within ~ allowed to deliver evidence of t/fie, may have Real
Property or eat ia~,ovmmats loca~ tbemon encroach ca sett~c lima, easements, [a.,t. of ofl~, or viol~ any
~ Couhact covt~llmts or app]ic, a~le ~o0¥~ ii,,..~i~ l~l~fiOl~ ~ ~ nh~ll CO~lSt~'to a ~
2
3
out of ~ Contract, fl~e pt~milin~, ~ in ~ litigalim~ which, fo~ the ~ of this ~tn~d,,,d, ,d~.H ia~l~ _~e
Seller, Buyez, and m~y broln~ a~g ia agency o~ nonagency relatio~h'.~ au~c~ized by Chapt~ 475, F.S., an
S. FAILURE OF PERFORMANCE: If Buye~ fs~ to perform this Conm~ wilbin ~e ~ specified
(~una pa~nt of an d~p~t(~)~ ~ depots) paid ~ ~u~ and d~p~) asr~d ~o be ~ nay ~e
recovered and ~-taiaed by or for 1t~ account of .qe~r as agreed upon lic[,,id.~l damages, comideralion for tl~
execmion of this Co~lract and ia full settlement of any claims; whereupon, Buyer and Seller .h.l~ be relieved of all
Conlract. I~ fo~ any reaso~ ol]ler tha~ failure of,~e~er ~o mnl~ ,~elle~s ~ maltcetable ~ diligent cfl'~t, ~eller
~ ofBu~s depos/t(s) wilhout fl~reby waiving any ac'lion f~ damages resuliiag from Sellers breach.
T. CONTRACT NOT RECORDABLE; PERSONS BO~; NOTICE: Neitl~r this Conlract not any
II. CONV~Y,~ICE: Seller .~ convey tiile ~o Real l~ropeny by special wamu~ deed. tmstee's personal
reprem~tive's o~ gua~i.-'s deed, as approptia~ to tl~ s~__~ of Seller, subject only to maters co.t.i,.,d ia
par~.~a WI and tho~e othn~se ~ by ~er. Penonal Prope~ stall, at request o£ nuyer, be ~nsrerred
by an absolute bill of sale with wa_n'anty of title, subject only to such maiters as may be o~het~ise pmvlded fo~
V. O'i'Hr~R &GREE_MENTS~ No prior or present agreements or t~'lxesenlalions sl~tll be bln,~i~g upon Buyer
o~ ~eller unless ia~h,,~"d ia fills Contract. No mo,41fi~Mi~ or cllange ia lhls Conlract shall be valid or blndlng upon
W. WARRAI~t~: Seller wammls ~hat tt~e are no facis imown to Selk~ materially affeciiag the value of
the Property which are not readily observable by Bu~ o~ which have not been disclosed to ~.
4
R2002 1980,
AGREi:~ENT
("County"),. pofiticn! subdivision of*thc State of* Fl~*ida, and~thc City of* Delrny Bench ("City~,
a municipalcorporarion existing undcr thc la~vs of*thc Slate of*Florida, and thc Delrny Bench Public
Llbrnry, ("Libra-y"), n Florida Corporation Not ~ur Profit with .~ ·
the Delrny Bench Communi,v Redev,,~ ....... ,, tn., id numbor of* 59-0217683 and
--, ~-'"l,--:u~ Agane~ (Agency"), an agencyestahiished pursu~
to Florida Statute Section 163, Part
WITNESSTH
WHEREAS. the City. thc Agency and County first chin-cd into an interlocal agreement ou
August 12, 198~ (R86-120l), for the purpose of siring the South'County Courthouse, which
[n~'local Agreement was
and subsequently mncnded twice on August 17, 1993 and Sunuary 14, 1997;.
WHEREAS, pursuant ro that Intedocal Agreement lite County cousrtucted a courthouse **and
~ govemmen~ ~acilitiee and curreetly is planning an expansion to those faciJities, and
. . .'~
_ .. _WHERE_~S,.the City and the Library wish to Iocam a new h
co ~ ~ounty Courthouse (a property*ori,,inall.* i ...... 'brary on the property adjacent
parlcmg oetwee~ the libraryand thecourtho~e, ~ n__~.o~_ .,to_l~. _c, onveyed to the County), share
- ,,a~ve me ~ity s option to ~und a
sm~cture expunsmn on the County property for its needs, and fi~tureparking
the sh~ed~ =Library und the C°unty are agreeing to a development and funding plun for
· WflE~, the City has short and long term obiigetions toward the develo meet of
· .the Library, as the owner of the Library -to ....... P both
· ,~'eemear, and r ~,~,y, aaa m ~e county pursuant to thc ~terlocal
· WHEREAS, this Ap~ement will terminate the ori 'fla
and Illunrporut~ variou$ terln$ of.L ...... ~ l [rlterloea! Asreemeet, as ameed~:f,
NOW THEREFORE. ia co-;un, i..- -: .... ' '
contained het~ the part~ee h~.t~-t~va ~a' w:mmemumalcoveea~s, Pmmises and represeetado
gree as follows, ns
Section h Purpose
1.01 'l'oupurposeofthisAgz~ementisto; !'-'-- ' ,
the City,/uocurnant the previous unsatisfied commitments of
County and Agency which were contained in Agreement R86-1201, as amended,
and 2) set forth the terms under which the County will design, construct, and oparale parking
[~ Upd~e FINAL 2 10/2ZI}2 1943
Page Ioe 2z
tacilitie~ on it~ property for u.~ by employees and visitors ~o thc courthouse. County owned
fncilitios, and the proposed Library. Exhibit ! depicts all properties mfc~l in this
Agreement.
Section 2: Definitions
2.01
6H~..Bllall~ The real property to'be conveyed with a r~mer in ~avor olde County, to
the City, at'mt abandonment and the City's conveyance or' the northernmost half m the
County, putsuunt to Section 13.04 orthis Agtenment.
2.02
2.03
~: A contract between the County and a general contractor registered
in the State of Florida for the purpose of constrncdng the Courthouse- Phase I Project.
~ A firm or team of professional architects and enginem that have an
a&roemont with theCou~, ty ~or the design of the South County CouKhouse Expansice Project
- Ptmen t, IL and m..
C-ounl~o..u~e Exmu~.'? Pm;,,,~ The addition Of up to 75,000 squme feet ole building.
construction ofpadcm~ on both the eust and west side~ or.qW Second Avenue (Fron~W
Atlantic'Ave to SW Ia SL), interior renovations and all other site wo~ ntten~lant to'ih~
expansion of'the South County Counlmuse in three Phases.
2.05
~ The first constn~ion phase of the CourthoOse Expansion Project
which includes the constrU~on of the parking, and all attendant improvements to the
property pe~aining to the parking, for joint use by the County and the Library, on the east
· side of SW Second Ave.
Courthouse - Plmse I Pmi~.t R,,a,.,- The sum of t~ands received Erom the f. ibrary and the
City pursuant to $~'~tion 6 as well the County's contribution to the const~uc~on costs.
~gg~alalat~bllt~ The second ce~tmotion phase of the Courthouse Expansion Project
which includes the addition ofup eo 75,000 sfand associated site wo~ on the west side of
SW Socond Avenue.
2.08 I~11~: The third construction phase of the Courthouse E~cpansion Project '
which includes ronovetions to the existing Courthouse building.
2.0~ ~'eg~ltalal. E]:g~et~ The teal property owned by the County at the time ofexecution of this
Agreement, on east and west side ofSW Secom:E Avenue, south of Atisntic Ave.
2.10 ~ A contract hetween the County and PGAL, Amhitects deted November ! 0, - 2001 ~- the design and construction administration of the Cota~ouse Expansion Project.
La~Ulxime F[NAL 2 10~22/'02 194.1 Page2 of 21
2.11 ' ~: A firm or tenm of pmlL'ssional architects and enghl~.'ers that have an
agreement with the Library for th(: design or'the Libra~T Proj~:t.
2.12 Library Desinn *mendmem: The Consultant Se'rvices Authorization issU~ to the County's
Architect authorizing the scope of work associated with the design of'shared use padcing
gntage, surface pad~ing facilities, and all attendant improvements which is thc finam:ial
responsibility of the Library for the Courflm~se - Phase I Project.
2.13 La'IK~IY=]~. Tbe real Property owned by the City nnd leesed to the Library purauant to
separate agreement, as well as the Alley Property to be conveyed to the Libra~ pmsuaut to
Section 13.04.
2.14 ]~ldt~: AIl improvements mede to tbe Courthouse property t'or joint use by the
Librnry und County as pnf~ of the Phase [ project.
2.15 ]~nl:Fsine MMzee Plnfl: Tbe cuncepWal progrem describin$ the improvements to be used as tbe
basis for the design of the Courthouse- Phase [ project.
2.16 SPRAB: An advisory board of'the City of'Delrny Beach with n formal name of Site Plan
Review and Appearance Board ' .'.
Section 3: ~ Plan tot Parking Garage and Surface Parking
.3.01The C°unty's Arehil~t Im prepared a master p .bm for a parking garage and surEace padcing
on the Courthouse Property, · enpyofwhich is attached to this Agreement as Exhibit 2. The
.purpose of the Pm4cing Master Plan is to identify the approximate number of spaces which
will be ~ the.general configuration or' the ~ the hei~tht of the
structure, setbacks eom ri~ta or'way, number ordisat;led .a~l~in,,~T4 ..,~ ~Z.~'A.
elevators and stairwells. ,-;---..-,----., ..... ti,,,,
The City $tnflr t~.-presunts that k has revimvM the Padcing Mas~et Plan presented as Exhibit
2 to this A~reament and that $taffhas thoroughly reviewed the plans as pan ot'a SPRAB
~ u'ance;eot meatmns amlnumber of and is recommendin ·
---':--" ~'" the '"' ' . spa~es. ~ that the wawer~
~quu~u ay q. lty s land development regulations be granted. A copy of such
recommendation is attached as Exhibit 3. The City aclmowledses that Staff's
recommendation and support of the waivers is a material consideration for the County and
Library in emerin6 ina2 ~ Agreement aud that it relied co such recommendation in
cletem~ the feasibility and cost of the Parking Facilities, The County and the Library
understand that they must individually pw3ue approval by the City for their r~. 'ye
3.0'.1'
The Library agrees to reimburse the County up to $10,000 for. thc costs n.~ociated with thc
preparation of the Parking Muter Plan. an etlon which w:~ undcn'~.-cfl prior to the execution
of this Agreement.
The Library agrees to desisn and construct the library in a illanm:t consists1! with the lite
plan attached as Exhibit 2 and assumptions per 'Exhibit $ to this Agreement. To the extent
that the .Li,'br~..desires to modify its sim plan from thai attached, all changes must be
approved, in writing by the County. The County may not unreasonnbly withhold approval but
_rer~,... es it right to reject any change which nefntively impacts the Courthouse, Parking
F~!hti .~. O~_~om?n or ~. !i= of ..c~...nhouse employees and patrons when entering or
exmng me c;ourmouse or ranting Facdmes.
Section 4: l)esip of i~m'kin~ Garage an~d Surfnce Parking
4.01
~ C_o_ ~.u~d'l..Atdli'?? ?hall .provide th, Coumy aqi.xed fee e~ ~i~ with *e ~i~
~ ~m~t~ of C~ ~j~. Ph~ l ~e Count's ~ ~
~b~'s ~j~ ~ve s~l~i~y ~ ~ f~ ~ ~ Count's
~l~n& ~ ~ Co~ p~g a ~el~ ~ic~ ~on ~i~ ~all ~
~ ~ L~ ~i~ ~nt ~ Lib~ s~l ~vi~ the Coun~ wi~ ~ ~..~.,.~.
'' · -- · '~ ' ''~'--'
~ It ~c~ ~ ~ ~ ~tmm of~ Ltb~ D~ Amendm~t ~or m ~e ~
~ing ~ by ~ ~ of CO~ Comm~sione~ for i~o~on in~ ~c coffer
wi~ ~ ~'s ~hi~t
4.02
The Library shall conunit its approval of the Library Design Amendment to writing, at which
ti'me: the . .11 _fee of $94,000 *all be the tespomibility of the Library. The Library shall
re~mourse me ~.;ounty upon completion of the wo~ and receipt of an invoice for same. fa the
Lib~ Shah ~H be oblianted
~w_u~r~.~ut.~m_e ~ am3 amount ofthe conlribution toward the Library Design Amefl~lment
uc~vccn mCFllSelYes.
4.03 h the..evm that ?e Library requests a chanSe which, results in an i~ in the amount of
the Ltbrary .D?~gn Amendment, the County ProJect tative shal '
,._..=...,_ .__=:__ ~ . Represen ! request the
,..uua,y s .Arcmmct prepare an estmmte of the design Fees associated with the ,~,,,--, ..... ,,
_~. _u~,_~u? rec..La..m~ wm ~eeide.if ~t desires to proceed andshall provide the Countywith
· . stnng u ..lt .acc the zees. The County will then mend the Library O gn
Amenmneat accormn~y.
.. ~ ..... [ .wtm me Master Plan provtded ~t ~e Li has 170 es
mtocatea tor ns use, me design includes; !) the number ofelevato~ ~br~d stnirwelis inS~tf~
Last UI~*__~ FINAL 2 10/22/02 1943 Page 4of 21
same general location ns shown on the Masl~.,t Plan, and 2) the same number and
configuration Of' access points .ns am shown un the Master
modifications, chnflgesordgviatfofls.~,~-,,-...:~, .... Plan. in the event that
---- -- .,.,t-- ~u m me ~tcms hsted above, the Couflty shall
seek and secure the written approval orthe Libra~. Approval of.such modifications, changas
or deviations shall eot be unreasonably withheld and shall be made in a time frame which
do? n~.t cause a delay in thc County's Architect's prosecution ot' ·
,-,,,-,~y a an;mtect, snali make ·
nottce ns possthle to the Lil,.~,,, or. the na .... ,,., . .ev~. erTort to provide as much
provisions of'this Secd-(~t~ will k,..~"~..~'~-~.~ ..me .U.?ary ~ approval as well as the notice
'T. i,,.,,,cu m me ~.mrary uasign Amendment
4.0:~ A'~requitedbytheDasillnContract,.theCoumy,sAmhitectwiil rovi · ·
stnt__.ements of'probeble costs ,.+.~ .._. . .. P de separate penothc
assDe_~,, ~,~th the work denned by the Library Design
~s to be iacreased,, wdtten,,~,.-..=-,~-'-- .~..~enc mat ..U? ¢ourutouse- Phase ! budset
the scope as cun. entlysfa,,.a ,,,,,,~.~: ...... ~ . g the County to proceed Mth
'.~ Fsqaq"~'O~ Will De i'~[tllr'~l. ' ' ~-
4.06 The County will includein thedesi~ ,,,,4--.,.~ ~ . - ~
-- - -- . m.., ---~., ama ~-oflaUlt fOr fOur Statlo
mvat and two pay star, offs off the ,.~.,,..i ...., .,.._ .... pay ns on the ground
· · nw.~,a mm mlro leVel Of'the 'in
..Tbecostof'tbe paystntions, snstallation --.~ ...... park. g?rage f'or future use.
party odestmsthatthennvstnt;,,,k,~=..,_._~, paY ns wdl be borne bv
· .may be agreed upon at a later da~- ~- ~..-~.'-'. -"'- .,-~..cu, o!some other separate agt%"ement tha~
das~ the inP~-*~-- ~--,--- _.T."' '"- ua,~apecmc purpose, f, the event that stations
~ ~ ~ wm request vid pay. are
imtaflationanduseofsamewill,,~ ~.~.~._a~_ I_.fi?.m.the Count~ demonstratm that the
customers, which approval b,, ~- ;' ...... =-,, ._ ?meuseot'theparkingbyCouflbousa
Section $: Constructfea of ParldnI Garafe and Surface earkfnf
~ ~slmll .Procure consu'uctio~ se~icu in sccordm~ce with ~__lic .... . .
~pmc~ ~..m.m.. encmau, u~ements. The ~m of.theco-,--- -=-,, ~ ."~ ame-%~eand~ocaz
mutually ii. ced tmon by th,. r'. ...... _, .~ . :.-~., auatt oe a ~ump sprn exceot where
un a Uill( pfzee OnslS.
Page S o~ 2t
. . dc~ribed above. The Libr~y ~und, recciv~ by ~ County dull ~ pluc~ in ~ in~t
~ng ~[ w~ ~ tn~ ~c~lng to ~c comm~cy.
5.03 U~~ or~ Com~0n Co,~t b~ nc C0~. n~ CO~Sh~il pmvi~ no,ice
m ~e Lib~ ~ ~ Ci~.
$.04 During the coune ofcomlmctiOn, chanp to the Construction Conti-dct muy be uired.
Tbe co~t ofall comtruetion chnn~, but t._.~ ...... req
_ · L ..... ---r-, ~urm~WlllCll~lllltial:~[hvdleCouIitv
r ........ -r ..... .~ .... ~ ~w/e OllglDle ~0£ reimbursement ~om
ty ..po bio f°r ~he to~! cost of zmy changes m~de for L, be solo
benefit of~e coun~ouse opera,ns.
$.042 The County reserves the right to not pursue ch~n~es initiat.--d by t~e Libnu7 ~or the
s°le benefit or the Library if such ehan~e, in the Counw,s ~ ,~;n;,,, ,..
· ~unmu'y m any ex~stm8 .m~lntory approvals hold by Ihe 'County. E
$.05 .TI~pk~C~ tun?~_..a~l_ _.~ COUnty's .Amhil~:t ,!~!1 be reapo.nsibl, ~or ensurin, ~l~t the Cou~
r.~ · rmj~ ,. constructed a~rdi~ to the clesi~n documents
5.06 The County shah be re~llX:mible ~or ~oilowing nil Slate nnd local laws, ordinances and · requirements ~. ~e procurement ~ ndministrntion o~'public works projects.
5.07
stnlfinl~ si=Il expire upon nny party cxerci,qnl~ its options pursunnt to.Section I I oF this
Section 6: Courthouse. Phnse I Project Fundln~
6.01 The .m~'~l consideration .for the Countyentering into this A~reement
a~me~l tepnynllcostsassocinted with the D..t.:__.__: ..... _ . . t theLibr~/
such, t~e Counw =~,--- ,.. - .., -,,... fromm; for the courthouse opetntions only As
excess of I ?o '~- ...... per par~ S space townrd erich space constructed ,n
· . . - ,,.~,~l~eo wire the Courthouse.
Construction will be borne by the Library, less the S3~4,000 to be tx~id by the CRA, le~s
$200,000 to be I~id by the City ~or this specific pmpo~, pu~sunnt to Section g. 13.
6.02 The Libra/racogniz. tbet tbe estinm~e .
..... . . . ~ Acceptance and Fina~ Payment of'thc Co .
rnase 1 ~'oject ano arm- ' · , urthouse
third pa~ieL the ms~mtt~n of all clmms by the Contractor, County Architect or
Last Up.l.e,. FINAL 2 10/22/02 1943
Page?of 21
' ' ¢ondi.tio.ns, utility mloentian, imposition ot'¢ondil:ions oFappmval by the City. d,."si{n errors
or omm:ons, or any other chnnl~e but ~or those ~pecific~lly d~cribed in the first sentence of'
this subsection shnll be borne by the Courthou~,e. - Pha.,~ I Project Budget.
Section 7..' Owne'ship of Par'kin~ Facilities
7.01 AIl mnf .~. d per3° .nal, .Pr~flY shall bo nssets of the County. demite the [.,j , .
conum'lx~tion m their des,m, eonstm-.,~- ---,, . . . .. . ~ s finunctal
the t.ibrary, City and A~, :*- --'."--"'-q- ~,(~or .purc?se.. Notwi~tafld,fl8 the R)regoin
-- .----;, ,~ .u~censots aha nnsx~ned, shall be allowed to use ~
pursuant to the terms set fi~h in this A~'eement.
,~-ction 8: Administrative Requirements ef this ,4~reement
8.01 Durin~..thedasi~nund.c.on.mt?tionphasesof.thisA~r~ementdnscri,._.,:_~ .... ... --
o~u in occtlOflS ~ H'lr0~l
.~, ?e t-i~rsO' shall be ~ev~d ns n ¢oon~ r~,.,_~..... .......... sn
included in de~i~m ; ....... '; T'"~.""~'~"Lwlm°utcrantlngllaollttyundshnll be
· ;.-. rav.,.,.~ ~ ar= Coon · -
.... _. ....... · -e.----.~, trom nme to time, ~e Libr~"v will h,..+'r..~-., .~._
· ,-,,~ ~v,~ws mm approvals as other Court d --~ .... ,,,,,,~, m~
ty epartment.
8.02 Within I$ days of' the execution of this Agreemunt, the Library. City ~ C~uaty
pmvida erich .c~.er with tbe names, phone and .
each party's ProJect Representative. fax numbers ns well ns e-mail addresses of'
8.03 Within 1 $ dnys ofthe executiofl of.this Agreement, the Libntry is to l~mvida tbe County with
a list of Pc?ohs/..p?itions v/nich ere authorized to approve increases afl~ the
· amount to ~ prod m the County ixtrsuant to this A~mement.or decrenses to
th~ Ciw ~. r ;~.:.,~: _-._ ..-.,~.~m~. ~ on tn a ron-n mutually a~reed umxl bv ~n,,.~
_. and =_ .....~ prior to suormnni o~the first invoice. __ _ the ..... ;,
8.05 Upon t~..t of'ny !nvoica, the Libt'm7 und the Ci ..........
~ any di~c~nanetns to ~,. ~ ............. ~y.~o,t t. mrne~atety review same and
. . ~---'- ~" ~,-~,mLyWltflll~ lO dn or ·
county within 30 days of',~...-..,- .... ys mcmpt. Payment MI! be due ~o the
· .,- ..,.~,~, v~u~ mvotce, Fayments shall be sent to:
Fauilifies Devalopmant & Operations
Wast Palm Beach, FI. 3340~
Atto: South County Cou~hOUSe Paddn~ A~,raernent #.,
P~8a' 22
' Sccti6n 9:
City Responsibilitins .nd Obllg-tions
9~01
Thc City ~ ~ i~date am.lcornple~e th~ pm~sing ot,all~ ch~ m ~ C~'s
Comp~i~ ~ U~ PI~ ~ ~ke ~ p~ pmj~t comis~nt and in c~fo~i~
~ ~e Ci~'s ~ of la~ ~d o~i~. ~ C~n~ s~ll ~ ~ui~ to submit t~
P~ ~j~ ~elo~ent ~wiew ~nt ~ fl~c Ci~'s ~1 ~wi~v p~. ~
Ci~ n~ to ~ ~ ~i~v of~h
9.02
The City hns i)feviously determined that the County cnn expand the South County
Courthouse ~ncilityby an ndditicoa175,000 square feet ud re-a~rms its nk, reemeflt ~ my
site plan approvals, building permit npplications or other development approvais required ~3r
the ext~w.~ion of the Courthouse nnd pnrkingshuil be reviewed b~sed upon the Delmy Beach
Land Development Resulations and Code ofOrdinancns'in R)tce ns ot'Jnnmuy 14, 1997 to
allow the County m develop its property pursuant to the 1997 regulations, if they are
determined to be mo~ Favorable than those in'effect at the tir~ thnt the County actually
submits For ~e necessary land development approvals.
Th~ City a~-ees to desiin, permit, construct and. rnalntnin storm water fncilities ~to
accommodate, off-site, nny storm water of the Libm~ Property nnd the l;~lcin~ Facilii~e~
beyond that which ~ County's underground exfillmtiun sysmm cnn nccommodate, nt no
cost mtbe. Coanty nor the Library. Tho County's intent is to nccomm~ on-site storm
water r~qutremonts to meet pretn~tment water quality stnnd~u*ds oftheCitynnd the SFW'MD
throush an under~ound exfiltmtion system.
9.04 The City repnsents and confirms t~it water, sewer and storm drainage ~lcilitins are available
at the street, conti~Jous to the properties, and Ibere is edeqtmte eqxioity to service 150,000 .
unlmes are aw'ulable and present to the site, County agrees to pny all stend~ud
mp o~ ~t tm Sole aoat~ all I~illt~t I'~locatioII, up~l:'ad~ or' mo(~tloDs n~ Io
suppor~ the 1 $0.000 sf ofcout~ouse and/or governmental fncilities prior to commencement
of Phase ! construction or no lam' than May ! S. 2003. The pa~ties agree ~ such utilities
shall be located within the SW 2nd Ave right o f'wny, except where may I~ approved by the
County. TI~ Connty sludl provide the information pertalnin8 ro its requirements no later
t~n Decomb~ !, 2002.
9.05
The City represents and co~ that there currently exists, or pro~isinns have been made
at no cost. to the County for all rsquired stae '.ki~ and deceleration lanes and other roadway
modi_qca~ans ro accommodate ~,*affic essocmted with ~he development of the County
property.
f..~ut U."a'm" FINAL 2 !0/22A)2 1943
Pa9~ 9 of 21
9.07
The City ncknow~.'dges that -',d~'quate site lighting is uccossary to enhanco the sat'cry and
security ofthe individuals utilizing thc site. The City ngrees to ~'rmit site lighting, provided
that such lighting shall comply with City eod~ and land development re~.,ulations.
T~.e City agrees to initiate and process the abandonment requested by the County for the
Alley Property, Itc north south allot way, and any otherai[eyways not currently but which
may exist within the Courthouso Pro~:ttv. Said alle'----- -~ .......
~,,,-- ,-,+,-, ~ , zuuj, or m me case ofthe unknown alleyways, within 120 days
County's discovery of same and request to City. Such abandonment shall exclude such
underground utility easements as the City shall require for existing underground utilities,
provided however, that in the event that the City receives notice fiq~m the County that the
~,~.~,~puun~ exist, me .L. Ity snail at its Sole costs and expense, remove, relocate or
.L__., ...... '-~ .., ,,,~.,a, market vame ot t~e property subject to tile
~p ~.~a~m~de~°Lment is c°mpleted. The City shall bear the ~ll cost of
9.08 it: in the .sole discretion or ~ Chie.r Judge of the Fifteenth Judicial Circuit, there i~an
apprehensmn of inadequate s~te security at the ~te, then upen 'written request ~t' the C~i~tr
Judge, the City agrees to assign one ~ull time POlice oRScet to the security of the site and
immediate sortounding areas, full time, extendi,,, fro_ ~._ ~._.._,_ ........
one hour a.Ret the normal business h,,,,- ..r~'.'~_ ~'~"'~ uuur ~emre an~ connnumg unt,
· .,.,o ,~.u,~ ~..ounnouse, at no cost to the County. This
security shall continua to be provided by the City until such time that the Chief Judge is
satisfied ~om statistics or other ducumentation that the site is adequately secure without the
· specific aui ..~.~__ eot.of such a patrol o~eer by. the City. On June 3, i~9, the Chiefs
agreed to modifind stte security requirements ~--.L- ,',: .......... udge
"' ~ m~ ~,l~r m ileU ore tUll time poli~e of~cet,
sol,jeer to continuom review and approval ofthe Chief'Judge. The Countyagrees.to provide
a ~11 time cone-act security position to the Courthouse site upon the occupancy of the
Courthouse' expansiun.
9.09 The City _a~ees to grant the. County, at no coat to the County, a tsmlXa-a.T parking essement
· v,,u, ~ me commencement of Phase I, ~owever the City
ts aware thnt the preferred location is within two blocks of the site in order to minimize the
likelihood of'contractors parking in adjacent residential and anauthori~ed areas.
9.10 The City agress to grant the County, at no cost to the County, a temporary parking cssement
h'contzac~r personal vehicles du~ng Cout~ouse. Phase m'consu, uction. The location of
~ eesement shal! be darennined prior to ~e commencanent of'Phase 1~ ~owever, the City
~ e...v~ th~ the pmflnTnd IOCa~iun is within two blocks ofthe site in order to minim/ze the
likelihood of contractors pekinS in adjacent residential and unauthorized areas.
Utnr~C~:RA Af~'en~
Last Ui~_~ FINAL 2 10/22/02 1943
eacje xO a' 2t
' '
The City agrees to 8rant the Library, at no cost co the Library. a temporary parking c'asemcnt
For contractor personal vchicles durin8 thc construction oFt he Library. Thc location of the
easement shall be dctermincd prior to the commencement ofconsn'uction of the Library,
however, the Cie/is .ware that the prefcrred Io~ation is within two blocks of thc Library site
in order to minimize thc Iikcliheod orr contrn_ctors parking in adjacent residential and
unauthodzed areas.
9.12 The County understands that the City is the owner of the Library Property and intends to
lea~e with option to buy same to the Librarypursuant to the terms ofground lease agreement.
The City agrees to ensure that the terms of its lpound lease are consistent and in no way
conflict with the terms, permitted uses or rights granted to the Library pursuant to this
A~nm~att In ~ event that there is s disaereement between -~-
..~ ~ ......,, ~-:-~ ~a~ u~ terms Olmos Agreement
,,,,- ~ Irauma ~ease agreement, the terms, oFthts Agreement shall prevail.
9.13 In orckr to construct the Parking Facilities in such a manner that a furze expansion is
lX~s~le withont significant impact to the Courthouse and Library's operations, the Ci
· ~ to ~ S200.0~0 ~ d~ CRA. S334,000 to . ty
· . , ward thc cost of comtmction o~'
Parking Facdmce. The C,ty sad CRA. shall provide such funds to the Couaty within 30 cla~
of receipt of invoice from the County. Such invoice will be sent to the City and CRA. ably
after the County havin- received a ........
~--a:...-- ,. :.~ _-- '_'a . construct, ton cost from the contractor of the Parki'n
ra~,,uca, r,e~mer me t;ou nor the Li · · $
~._ ,~,. ~._ ~_ ...... n~ brary shall have any obl,gaaon to re-pay the City or
occur. All obligatt0ns aacVor ti-~-- ---:-'- ,-e-,.-- ~u me ranting l'.act,mes doce not
·. sma wire respect to the parties and expaamon of the Parking
Faciht~es are set forth Section I I ofthi$ Agreement.
Section.10: Operation and Maintenance of the Pnrldng Garage and Surface Parldng
..,~ -.~,upuun. ~ ne ~county agtz'ns that tt will ,d ........ see Y ·
dtrect its employees to use the ~--- -emt-:,,;,-,.,,,nable opcrattonal measures to
La'brae/agrees that it will --'-:--.l~-aac s?~.c, es, stsrfin~ a.t the top and .w. orkin$ down. The
_ ~_. .. · ~Fnay z~.-aaonaole opetatiortal measure~ to dlm~t lee
to pant m me soamem most surface parking sp~ce$. -- .........
· . ..--,.,,,~. ~ annuatiy pay tile L;ounnt 31o/- ^r,,
costs ,,~,~-, -,~u~mg captm renewm and replacement costs, utilities, and security
! 0.021 By April 1 = annually, the County shall submit an operations and maintenance budget
to tbe Library for tha next fiscal ycer.
Last U.,~d~*- FINAL 2 10F22/02 1943
Page llof 21
, , 10.022 On November I~ annually, theCountyshall invoice thc Library for theentin: amount
due to the County tm' that fisi:al year, commencing upon the occupancy oFthe Library
or October !, 2004, whichever occurs fi~t.
10.023 In the event thnt the allocation or' pnrking spaces to each party to this Al~.'ment
chn~ :~ a result of Section I i of this Agreement, the pro ram shnre of th~
operating and maintenance costs described in this ~ubscction will bg mallucatad
amoag the pmies accordingly.
10.03 The County and the Library shall meet periodically ~o discuss issues regarding the use,
operations and maintenance of the Parking Facilities. The County and the Library both agree
that no fee will bo assessed to users of the Parking Facilities. In the event that either the
Library or the County believes that there is a reason to consider the assessment of fees, this
issue shall be brought up through the periodic meeting process described in this Section.
Section i 1: Options to Expand Parking Garage
11.01 In the event ~at ~e City chooses to expand the structured patting on the Courthouse
Properly, the City shall provide notice to the County aa well as all other pani.es to ~is
Agreement at least one year in advance oF the desired construction conimencement dete~
Such notice shall not be delivered prier to the completion orthe Courthouse Expansion
Project and the construction of the library. Within 90 days or'receipt o~'the notice, the County
shall review the request and initiate an amendment to this Agreement which includes the
terms and conditions under which the expansion to the structured parking can proceed, which
will at a minimum inchide; 1) the City ag~.-ein$ to bo responsible f'or all costs assnoiated with
the expunsiort, 2) the tempomT parking accommodations to provide similar parking hcilities
for the library and courthouse operation~, ami 3) identifies the number of expansiou spaces
that the County chaoses to fund fur its use. If the County chooses to fired expansion spaces
as part ora City initiated expansion, it shall reimburse the City an amount equal to the
percentage of County expansiorr spaces multiplied by $334,000, es well as funding the cost
of the County expansion spaces. The City acknowledges that the County and the Library
provide parking at no chitge to its respective patrons and employees, and the expansion of'
tile P~.~ Facilities and ~t use by othm must p~de for continued use of'the
Paddng Facilities by the Courthouse and Libm, T patrons and emplo .ye. es at n? charge.
Approval by the County, A~nency and Library shall not bo umensonably withheld.
11.0g The County reserves the right to expand the parking structure at its cost any time a/ter th~
completion of the Courthouse Expansion Project and the cortstruction of'the libfluy. If the
County Lng, mis to expand the parking, it shall provide one year notice to the City and the
Librtry and euch shall be given 90 days to reply with whether it chooses to participate in the
expansion. In the event otra County initiated expansion which the Librsty and/or City do not
choose to participate in the expansion, the County shall be solely responsible fur the costs
Lilt U{~alek'iNAL 2 lO~..Td02 1943 Page 12 of 21
of' ~. packin; =p=nsion and shall Ix: mspo~sibl= tbr pm~'i~inl; tc,npor.~ry purking
accommodations to provide similar parking facilities for tim Librat)' op.'rations.
sect~n 12: Use of Parking Lots and Garage bY ~'i~y
12.01
The parking lot and Sm=age constmctcd by the County, Library and City may be availnblc fo~
use after normal business hours by the County, City, Library and/or d~ Agency pursuant to
the Real P~ Temporary Use Agreement to be earn'ed into between the County and the
City,'l'.;brmy or Agency administratively un the form attached as F. xht~it 4. The requesting
IMfly shall submit a letter requesting use o fthe Parking Fnoilities to the County, no less than
30 days in advance ot' the date of event for which the request is being sought. The letter
request shall include the dates and time of'tha proposed event, the name and purpose of'the
use, whether any fees (t'or those potential parkers other than Library patrons and Courthouse
visitors and employees) ate proposed for the use o[~ the Pntkir~ Facilities, the amount of.the
proposed ~re (if applicable), the ,'urne or' the IMrty who will benefit fi'om the revenue
collected, contact person inR)fln~tion, as well ns evidence of'the required insurance. Based
on the request, the County will ~ a'Temporary Use Agreement for review by the
Library and execution by the requesting party. Fees ~or temporary use of' the Parking
Facilities will only be approved if they are t'or the benefit of the County, the City, or
Library. The County end Library agree to not u. nreasonablY withhold its consent ~or the C'it~
and/or the Agency's utilization of'said parking.
Section 13: Real Preperty ConsMerations
! 3.01 The County and the City agree that in the event that the County ever elects to dispose of its
~ntereat in any ot' the County's real propefl% the 'Agency, or the City if the Agency is
dissolved, shall have the right of'first refiml to acquire such tul properly From the County.
Prior to taking any action to &i=%~e of the p~opot~, the Co--ty shall offer the properly to
the Agency "as is" at a purchase price equal to the mir mnflcet value of'the improvements to
the land made by the County (excl~inf land value). The County shall provide the Ageney
written notice or'its inmnt to dispme of'such real property together with an appraisal as to
the said imlx'ovemmt to the lands and the Agency shall have the tint right of refusal as
het~-in provided by providing the County ~ notice such election within 45 calendar days
of the receipt of such notice from the (~ounty. Failure of the County to recei, ve written notice'
within this time l~'iod, shall result in termination oftbo A~ency's right of' ~tst refusal.
In the event tim the Agency elects net to purchase the property or fails t~ respond within the
time p~od incli~ted ~bov~ the right of'l~t t~sal shall be provided to the City under the
same tetras as dsscn'bed above, rn the event that the City chooses not to pun:hase the
property, tha riSlx of ~ust refiml shall be provided to ~ Library under the same .terms as
Page 13 Of 2t
13.02
13.03
13.04
Any sale or transfer ortho County's interest in Courthouse property on thc mst side of SW
2'a Avenue will be subject to thc rights, usc 'and terms of this Al~rccment.
The usc orthe Lib pm spallbe t' ' -: " ..
ra~ ~'ny ms nct~l m hbrayand custom.~/ancillary uses, as
well as City or other legal uses which; I) do not increase or modi~ the trattic and internal
circulation patterns within the garage or on rights of way adja:ent to the Courthouse
Pmpeay, and 2) do not jent~ardiZc thc County's tax-exempt bond restrictions. In the event
matea (except for tetminntma of the lease m the event that the Libmy purchases the
Library Property ~om the City), the City may request that the Library Prope~ be used for
City operations or'lensed to a non-City entity, providing that the proposed operation does not
have additional impacts on parking and internal circulation beyond that which was assumed
~or use by the Library, end such proposed use does not jeopardize the CountT's tax-exempt
bond restrictions. Such approval shall not be u~ly withheld.
Section 14:
Zndemnfflcaflea
Y ]~ ~urlm~:aa a~ilnst nnyectlODS,
~ ~ ~ 768.28, F~A~ S~ nor s~l ~ ~e ~ ~ m c~ an
~t ~ ~ m ~ni~ ~e o~ ~ ~r iU own n~i~ce, ~11~ or
Section 15: Notleu
15.01 Any notice given putsonnt Ix) the terms of this Asreernent shall be in writing and done by
Certified ~ail Return Receipt RequestS. The effective date ofsuch notic~ shall be the date
fast UPa-'"- FINAL 2 L0/22/02 190 Page 140f 21
, ' of receipt, ns evidenccd by the Return Receipt. All notices shall be nddn.'ssed to the
fi~llowina.
As m the CoUnty:.
Dit~ctm-, Facilities Devclopmcnt & Operations
332~ ~ a~ Bldli 503
West Palm Bm:IL FL 33406
County Administram'
301 N. Olive Ave, Suite 110l
West Palm Beach, FI. 33401
County Attorney
301 N. Olive Ave, Suite 601
West Palm Bea~ FI. 33401
As to the Ci~
City of Delray Beach
ORice or'City Mamget
100 NW First Avenue
De. lray Beach, FI.
4
As to the Library:.
29 SE lqm Ave
DeL-ay Beach, Fl. 33483
As to the. A~t~.'y:
Deb'ay ~ Community Redevelopment
104 Atlant~ Ave
Delmy Beach, Fl. 33444
1:51 NW Fimt Avenue
DeL, ay Beach, FL 37.:~.
Last Updnlg F{NAL 2 10/Z2/02 1943 Page 15 of 21
' $~.'fion 16:
Term of Agreement
16.01
The initial term et' this Agreement is 30 ~ and shall commence immediately upon
execution et'this Agreement. The Agreement A~ay be rencwed t'or t~ additional 30 year
terms them~Ror. At least two yeas prior to the expiration ortho initial renu, the Libra7 and
City shall advise the County or its request to renew the Agreement. Such Renewal
Amendment will require approval ot.all parties and none of the parties may unreasonably
widdtold its aPl~Oval ot.tbe Renewal Amendment. In ~ event that the City chooses not to
paticipats in the renewal of'this Agreement, the Libra7 and the County may negotiate a
mutually acceptable renewal ah~eement, but which will require the City to remain obligated
t.or any o,~tanding or on-going obligations terom the initial term.
Section 17: Termluldoa
17.01 In the event of'n termination by the Libra~ pumuant to Section 4.01 or 5.02, the City shall
have 60 dey~ to step into ~be role otr the Library t'or the proposes of this A~reement in which
ease all rights and pdvilegas of the Library with respect to the design, construction and use
of the Pa-king Facilities will then be the City's. In the event that the City. chooses not to
sssume the responsibilities of'the Libnuy, the County shall be able to proceed with the des.~n
and eonetmction ora surface podcing facility ro.r the Courthouse facilities ohly and shall have
no further obligation to provide parking on its property, in uny manner whatsoever for th~
future development of trw Library P~ by the City.
17.02 In the event of'a termination orr the Library's participation in this Agreement pursuant to
Section 4.01 and regardless of' whe~er the City assumes the obligations of' the Library
pursuant to Section 17.0 !; all requirements, obligations, rights and privileges ot.the County,
City, and,4~ncy continue..
17.03 Upon execution or'the cons .l~.uction contract for Courthouse - Phase 1, none of the parties
shall have the ability to te~ninate this A~.eement.
Seedon 18: Amendments to th!~ Ahq-enment
18.01 This A~t~-ement may be amended ~om time to time by written amendme0t by all parties.
Section 19: Ai~llenble Law
19.01 This Agreement shall be governed by the laws of the State o t'Florid~
Section 20: ~ln8
20.01 A copy of't~i,~ Agreement shall be filed by~e County with the Clerk of the Circuit Court in
and for Palm Beach ~:)unty.
Last Updn~ FINAL 2 10r22/o2 1943 Page 16 of 21
Entire Agreement
21.01 This Agreement arid ny attachments attached hereto and Forming a ~ t~.reofas it' ~ully
set forth herein, constitute all agreements; C~nditions and understandings between the
County, City, Agency and Library. All representations, either oral or written, shall be deemed
to be mcr&ed into this Agn:cment, except as her~in othenvise provided, no subsequent
alteration, waiver, change or addition to this A~reement shall be binding upon thc county or
City unless reduced to writing and si~ned by them.
Section 22: Oelegtl~on of Duty
22. OI Nothing contained herein shall be deemed to authorize the delegation of'the Constitutional
or Statutory duties et'county or City ofllcem.
Section 23: Annual Budget Appropriatioas
23.01 The County's and City's oblisntions to pay pursuant to this Asreement are coating, at upon
the annual approt~iation for this purple by the Board of County Commissioners and the
DeL-ay Beach City Commission. In the event that the City er County exercises its rights
under this Section of the Asreement after the. construction of the Parkifig Facilities, 'the.
Library retains the rights to use ~ Parking Facilities.
Section 24: Time b of the Essence
24.01 Time is of the essence with rupect to the performance of each and every provision of this
~.~reement where a time is specified for performance.
Section 2S: Assignment
25..01 None of the parties to this Agreement shall assign this A~-ernent or any interest herein
without the prior written consent of the other paflies.
Section 26: De~ult
26.01 in the event any party ~ails or re~uses to perform any te~n, covenant or condition of this
AfreemonL the same shall constitute a default hereunder, and ~ non-de~aultinS patties
shall, in addition to any other remedies provided at hw or in equity, have the right ofspaeific
pedbrmance thereof:
Sec on 27: v MtyorC asas
27.01 The invalidity of any portion, section, paragraph, provision, clause or any partion of ~
Afl~-ement shall have no elTect upon the validity of any other pa~ or lx~ion hereot'.
Last Upd~e FINRL 2 10/22a)2 1943 Page ~7 o~ .21
Section 28: Effective Date of Agteement
28.01 This A~-ement is expressly contingent upon the ~roval o f ~ Palm ~ch Cpunty ~
of County commissioners and shall become effective only when signed by all panics and
approved by the Palm Beach County Board of County Commissioners.
Section 29: Termination of PFevious Alreements
29.01 Upon apptovnl of'this Agt'eement by the Board of'County Commissioners, A~reement R86-
1201, ss amended is terminated..
Section 30: Non Public Forum
30.0 ! The Courdmu~ Propet~y (which includes the Parking Facilities) are dcsi~ted ss non-public
forums and ss ~uch. expa~ive activities such as, but not limited to protests, petitioning,
solicitin& lenfletinL campaignins, exhibitions, displays are subject to nplx*ovn] by the
County pumuant to its adopted policies. The Library agrees that it will comply with the
County's policy for expressive activities which may be considered for the Pntkin$ Facilities.
IN WITNESS WHEREOF, the parties have caqsed this Agreement to be ex'cured'on the dhy.
R2002 1980'
ATTEST: P .AUvI BEACH COLFNTY, FLORfDA, BY ITS
AP Aovr=D AS
AND CONDmONS
Dir. Facilities l~v & O1~
Last Update FINAL 2 10~22/02 1943 Page 18 of 2!
ATTEST:
CITY OF DELRAY BEACH
City Cl~rk l~yor
By:. l~vtd W. {c{midt
PHu2d Nsm~ of May~'
_ASuFFiCiENcyTO FORM
~~~ R2002 1980
Last UpdmlrlNAL 2 i0/22A)2 i943 Page 190f 21
ATTEST:
DELR. AY BEACH COMMUNITY
~DEYELOPMENT AGENCY ~_
Pranced Name of CIminnan
APPROVED A~q TO FORM
AND LEGAL SUFFICII~CY
R2002 1980
I1¥ ! ! I!
4
AI'FEST:
DELRAY BEACH PUBLIC LIBRARY
!~2002 1980
LastUpd, m FINAL 10~9/02 1943 Page21of 21
Exl~bk
F..r, hibk
Exhibit
Exhibit 4 -
Exhibit 5 -
Exlu'bk 6 -
LIST OF EXHIBITS
eroe~ (~ ~e)
~x mu rmanB rm:,,~es (i pl~m) ~
~mmm rot Use or pad~ng Lo~ ~d ~ (?
Comimdbilky ~ Use Assumpcio~/Requimmems ~or Library (2
L
PAPJ~N'G
rJ~clz.m~
---r
EXi-EIT !
(3
f
I I I
i i
-I
I]F IEUI V BEla[H
I~g3
~0o!
IN M.W. I~( AVI~. 01i, ilAV IIA~,I. &OJlIOA ,t14M. HI~Idl.~
wei PMm Beach, Iqodde 33415
.-..,,~. ----""" ~ gammge j ~ July 10,
TH!$ LICENSE AGREEMENT' made and entered into th~s ' d~¥ 200.. bY and
between Palm Bench County, a ix)liticai subdivision or,k- e ..... ,.';. .....
to as "County" and the City or' I~1~- n~ ~_ .. 'J "'~ o_-~m m rmn~. heremafl~cr refcn~d
...... · ~ "'""", ucmm-'lftcr referred ~0 ~ "Licensee".
WHEREAS, County is th~ owner of'certain · .
known as ~e South County Courthouse as *-;-~ _~r~_ .pr~. r~. m Palm BenchConnty, Florida,
attached hereto and by reference ~. ~"~ ~"'~..~ar ;~n;q~Y_ .~_~_ legally described in Exhibit
.... - ~-,, ma~otttne t'roperty"); and
WHEREAS, Licensee desires t, use the County owned parking facilities at tho South
County Courthouse; nd
WI~.REAS, County is willing m ~-ant Li- ·
for the purposas hemina/~r det'u~d. ~ a revocnble hcense to use said Property
NOW THEREFORE, in consideration of the covennnts and agreements heteinnRer set
.to. ah on the pert of .t~. Licensee to be obmved and ~-rt'ormed .~- ,~
· .- .... , .~u ~.oun~
t.! .c~n~..a.r~wocabk I~nse m use the Premises as hereinaflz, r defined n th
ana coamt~ons: upo · t'ollowmg terms
ARTICLE 1
Section Lei Pr~mis~
constst or me ~.ounty owned parking lot
at the South CountyCourthouse; and (9tek one or more: e~t lot, pnddng prnge or nOrth lot).
Section 1.02 Length of Term and commencement Date.
The mm often_ A~t~nnent ,hn!! be for
boun the "Teen"), ~nlnss ,..__:- . , from hours until
sooner ~ pursuant m the provisions of ~ A~ree~nc
Sec~O. :Lei L~e~e Fe~..
ARTICLE !!
LICENSE FEE
Licensee shall be emitled Io use the Promises without charge.
ARTICLE If!
CONDUCT OF Bb'SINES~ AND USE OF PREMISES BY LICENSEE
Section 3.01 Use el'Premise~
Licensee shill use ~e Premises sold .... -, ---. · '. -
,. . .. . . __7 euu ~..v~lU~lvel~ [Or
· .-- ~ -'----- ~ ~lC ' ·
· ~ ~ ~u ~ r~ Dy ~ ~lc~,s ~ ___,_. . ~ ~
the . , e-..-z ·~'us ~ the '
£~ 'f d~e C~'easee s use dM, .,., ;.,._,. .... , . r~ ~-OUnL'Y w~li only ~l)Pmve
Public L~m'y. ~-- ..-, ,.~,~-, w~m, or ,s ~cceprable ~o tJ~e Delmy'l~,~ch
Secl~m 3.~2 UceuN'l Work.
Sec~oa 3.04 Goverumeaml ReL, uh~,~L
Lice, see shall, a~ Licensee's sole c(m--a ~,.~.._ _ ' ,. .'
all meul *~,,..r _ .-.--'~w"~-.~cureanyrequiredpermatsafldcom I w*
._...~at~..._ ,. afl county, mumcto~l emM r.a...,f - - .. ,. . p y tth
audlorities fl"w ~' g'--- -__~__._L %--, -.----,_- ..,~.~_-, aflq outer ~pplacable govemmenl;d
fhe Premises, and sluli t*al~h~ulh. ,,~" '~:' ~'-~ uc tn l..o.n:e,.l~.tnlng m Licensee or irs use or*
__j._ ..... ,z. -~-~-~ ,n me use or the ~remises all municipal and count
orumanceS aria state aria federal Sta/:ut~s n'-"- :- ~ .... Y
Licensee shall comnlu with ali ecAj--'--, --'~"~* m [on:c or wmcfl, fluy bereat~ be in t'orce.
C · . ;~;. sma ~m L,I.V ~tQ al! I~eS ri
osU, expenses, stol3, clmms or ,hmoo., .--..,.:__ ,. .. petrol , ties,
oblisadofls specified in this ~.~o~-'-'-°''' ,~.un~ from t.,cens~'s ~ailure W.pert'orm its
S~ioa 3.05 Nun-Dbcrimim~do,,_ ·
Licensee shall mu~e and cefli& th~ it wi' ----,. · ..L ._ ...... '* · ' :' '
f~ ..... ~ --- u_,_ .~_ -. _ -- -~,,~,] w~m ~ tree Iv or ~ Civil ~
~y~~ ~,;. ~r~_:_~_:~'~ ~'~. ~-&~, ~a s~[ not d~Hmi~
Sectfoa 3.0~ S~rrude- or Premisff.
ie~.~expir~:'on or eadicr tamdmtioa or' Licensee's license to
· sun, aMertbePrenusestod._,. _. andi)ersonafproperty.~.mthe
r~-m~s~ ~ in u o~dm or'chis ~-e~e~"~ "';""q' m. fe~-~ ~ nme concUdun ~
ARTICLE IV
i~PAfI~ AA'D MAII~TENA~CE OF PRE.xIfSES
Sectfo- 4.01 Respoasfbilf~ oFCe. nt], "ad Licensee.
Prazlgsas shall be &'--, :- ----, - · . (ha ~ arid all ~mnroverfl
· . . .--~..- ~_ ['=p.r aM condition b ' --,-_ --,~,,.~ .c~c~-G on me
ti~RIRa~Ofl Ofthl~ Aglq~-m~llt L;"'"-- .L_,, .... Jr LlCt.'R~. Upoll axvlratloR ~r pad;,,.
.u~ ~ t'opa~ and Lict~ shall mirak- :_=-~._-o- ,,, _-.c rrcmts~. County ma), comnleM
m doing ~o. ' ,,~ ~-ount~ For all expt~k~, incun-td by ~-~t,/
ARTICLE: V
[NS~E AND [NDE~iTy
Sectioa 5.02 Generd Provfsfoas.
Pqe4~ ?
· *.t.'.~F~ o; sutured by Co,.~/~ro~
I
, · Licer~.~'s t'ailum ~ main~in such insu~cc.
~o. 5.03 ["d~do. o~Com.~.
Licensee shall, to theexten~----it~d ~ - · - . -
· - -,.,-, ~.~mns, .. ounty harmless from
or' hte, nn.t~._~ ;.: ..... ~,__ ~ damages, habd~tyand ex~.n-,,; .............
r--~.~ ..UUiy ,mstuor · tO or ' r- ,,,,- -, ~-u.flm;tlOfl WIUI: I
occurrence tamag . destruc~on of' ro ..
m, upon or at the Pmmis~,/is~ d_ ..._.__ P P .erty. arising t'mm or out or' an
any pan thoro' or 'ii~ .' 7 '"' ~.-upancy or use Licensee · Y
.... r,_ ~ u any act or onuss~ .... by ot'thePremlsesor
. .. ~"~,~am~h-=..,... . ---- , ---~d[~.em Ioyeeso
ail costs anit attorneys tees incurred k. ~ .... -.-,, pm~ct.ana hold County harmless and
. . -; ~*auu~ HI cOIlrl~c · · · . ~';
~ .that'. Not~;ng contained !~...;. o~.,, ~_ . non wRh such ht~gation, and any
[mmun,tiet -'--"' "-- ~ a=med a wa~-r or the City's
SOd Waiv~ by [-iteM ~ad Licmu~.s [uurer~ or'Subrogation.
y Suca In~r waiv ·
~ C~ ~ I~ ~ ~ wi~- - .... ~ submpeon or~ clam
I~¥OCATION OF
_County ~- any reason whatsoever ,,..,.....:..-..,~u..[a~ wmcn I~cense is expressly rev~able
C shall t~ :-"--'--, ~-.-..cede.. ~anmd hereby, t~ ------- ,~.~pc
~ feliev~l of aR f.,.,k--. ,.k,.--.~ . . ~'eemenr shall
sucl~ tmminatiot hereunder accrum~ subsequent to the date of
ARTICLE VIII
~onh I~"r~n, consdtumm all .~...=..--,. ___ ~... nn~. f'onn. 'n{ a ..1~ hereof' as, t' t'ully set
tu be me,xed into this A'._-.F._,~_ ,~. o~ e,m. er or~ or wn.en, sh~!! be deem
· !,-.~-- --:--- _L gmem.~..~..~c~t,,, ~em,, ome,~,se -mvi.'.-' -- --L-- ed
· ,.----.~-,, ,-.~,,~r, Guause or a~tliuon tu this Am'ee,n~nt ~..,, ~'- ~--'-~' '~' suo~eq_ uent
c.,censee umess reduced m wridng and si{ned by ...... them'- i "'~' ~ mnmn{ upon ~utmty or
Sect{on 8.02 Nodees.
Co)
iflu the Licensee ac
C~ of Delmy
100 IV.W. t" Avenue
29 SE Foun~ Ave
Licensee shall no~ reeont this Agreement, or any memorandum or short Form thereof, without
' the'wri~'n eonsem nndjoinder orCount~.
Sect~an &04 Waiver el'Jury Trial
I ir -,- uu,~, in connection with t6is Agreen~nt.
S~'tion ~.~ C~vernin~ [,aw and Van.e. '
shall b~ in Pnin ~:-'~ ,-.~ta-~ nccor~ng W t~e laws ot'~e St~
Coun~ or'
~.m~. is orth. ~ss~nc~ with ------- ....
anm ofi~ m n ~avor. ot'eve~'position ot'~is A~n~nt in
have ~WTTNF.~ Wh~REOF',Count~andLi .
~ ~""" ~' ~' ~- or,,.- Z~._R~. ~? e,~e~.~ .~,, A~-,~., .,~
-- ,--~..no yenr t~rst above writte~ t.
PALM BEACH COUNTy
APFROV~..D AS TO
AND LEGAl.
CITY OF DELRA¥ 8EAC~
o
, ~ 7.~ T~:[.ibr'~/wili.l~.provid~dupmL. wolxlrkin . ~ · .
~r ~nro~m~. . ' [ tw ~.ior~y will I~ r~lonsibl,,
al tlze e.trance/mcil lo lite &cilia. "' "~'~" °r any tJ~e or Pennan~t money coll~cdo~t
dais Exhibit (which al~ovnl will not be unr~._sonably withl~ld) or' th4: City R)r complianc~
w~dz local codes. T'ne County has d~e tight eo stop any wock it believes crea~s an eminent
c~ ~or ~ Cou~bou.~, it L'mploy~es or its visito~
The Libraryshall e~ama mnpomry enhance to tb~ lot ~rom SW 1" Avenue m the southeut
cocn~ of th~ lot (a~.s ~:~n SW la Av~) to provide access m and ~n the pa~ ~ra~.
This wo,id im:lud~ tl~ t~location or' tl~ m~anc~ s....~. _ :_ __._.__, .. __
completion o~camma~on oft~8 Librd~ and rummion ofthe ~nponcn/mtran~ back
its originaJ condition by t~e Library, nt its sole e~st and expend.
stre orme~ sta~qS mqea From SW l,,Ave--,- .,, ........... ·
prom
~ f.~ will im:hsh in its ~otumiction ~ontract a
muixxlry closure of SW 2" Ave I~. any purpe~ or. any duradon'*- - - -ibm: 0600- ""~m"' "~y
thro~ 1 ~00 bouts on Friday. Temporary closure or' SW 2" Avenue on the wukends may
t,ibrary must also se~ut~ the nece--ary City approvals ~ot' tempot'ary strict elosuns.
The [.ilrafy will include in its c~mtract a pmvisiofl which pfl)hibits tt~ tempocar~ cltuur~ of
SW l' Ave l~*afly pm3x3se or nflyduration ~mm 0630 ~o 0900 IM2un and ~rom 1600 ~o 1730
houri off Moadny throuah Friday, providing thit the south enu-dflce to the-~ ~i~.s
open and rig Librav/ha~ se~mM the nctaanty permits from the City.
The Lilxmy will be solely resl2emible ~or sncuri~y within the cmmrucfion s~in~ arm which
amy mX includ~ the use ofcani.c eo secure the si~
wtxk i~ems from the Parkin~ Fncilities p~ Anyi~ems (such as those listed below) deducted from
thi Parkin~ Facilities. would hive to be prodded by the Libru~ upon compl~ion of the f..ih'a~
constmctioa pa)jecc Further, such deductions are subject to modification of the County's buildin~
pennit ~or the Paficin8 Facifities m allow for ~ ~ ~fica~ of occupancy. Examples of'the wodc
which may be d~hctsd am as follows.
a. Prov~ only the Itmt lilt of a~alt in ~e area of the surfls:e parkin8 m be used as a
b. Utilizing Type F gmtfing for the surfm~ padcing lot m nccommodam the second lilt of
asphilt st t h~r dam.
c. bmlhtion of hndsc~inf md cu..bin~ within thi comu~ctia~ stqi~ oreo.
and between lfle CITY OF DEl..RAy BEACH, ~ F,_.,.,_ _ . ~ 2001 by
(hereinafter referred to as, the 'city"), and ~he DELRAY~''-"'" municipal cofpomtkm
BEACH PUBUC UBRARy
A~$OCIATION, INC. (hereinalter refen~J to aa, the
WITNE88ETH:
WHEREA8, the Dlvtabn of Ubmry 8enacea of the State of ;Iodda al~o ·
the City to gee assurance~ that 8ufl~ fundlnu b ava"-'-'- -- reqwre8
NOW THe"'="*'""' "" .-=e,3 operate Ihe facile.
agreement8 herein contained he.~,,,-- ....... n of the foregoing and
1. , .---, ,,,,--.mm aha agree a~ follow.:
B.~cEW~. The Recitala 8et forth above are hereby Incorporated as if fully
8et forlh herein.
2. 8~eclflc Grant Ce-.-.-_~-, The Alloclatlon reque~ta, and the City
agrees t° mJbmit an executed app~ for a grant for ihe congmJcl~on of --
· a new public
Iibrmy facile. The Association 8lmll pay to the City all matching fund8 required under
sines8 days of the Ci~y'~ vertml ,--..--,-- - ~"/
award. ,~ / , --- '-/'-- ,,. -,.,~- .request. but no later tha~; prior.to the grant
Association covenants and prombee the Clty'tftat the Association will provide
mJfftcient fuming to operate the facility. The A~°Claflon acknowledges tim CRy has
entered Into Resolul~n No. 27-01, wi submit ~he Grant applicaUon, whereupon it
requires entering Into a Grant.~reement. and any oh~er Agreement for the constmctkm
of a new Iibrmy facile, in reliance on the Asso,datfon'a promises hmein contained.
3. All Other RooulrlmM,~n.~ _ The Atsoclation, by execution of thin
.~l'e~flerlt. 8gree~ to bo bound by Ibis AO~'.._--llont and by aH teflTm nfld conditiofla cd
perlalning to the c:cmebxt~e, ol a new libra,y h~, whether eXlXeea or Implied, and
ahall comply and ~ulffll all ~ the ol~gaffona a~ dutlea required c~ the City unUer the
atoreaaicl agreemente or any olher agreem~rd nc~ ~ herein Imertaining to the
new library conatru~:l~on proJe~, whether financial, adminMtratlve or othemulae, and the
Aaaoolatlon aha# provide proc~ c~ clhcharge c~ all ol~igaffo.na and duffea under the
agreementa, aa though the AHo~latlon had been In the I~ace and .read c~ the City c~
Delray Beac~ throughout the cc~ ~ the ~ilcllng project, through ainu Including
final audit and program review. The Association shall be responsible for all obligations
and duties that may remain under the Agreements after the ~nplelion of the building
4. 'M~.M_~IM~. The AsaoclaOon shall provide ~he C~ uncondmonal
5. Ji~ei]]J]~h~ The Association shall hold barmier, Indemnify and
defend the City of Delray Beech, ~ ~.Tn:em, agents and empioyems or other~se ensure
to comply w#h the Grant Contract, ~ie Agreement or any construc~on contract or
, 2
~ong,,uc~on of h'm new librmy fac{lit~ under'thb Agmemenk Grant Aoreement ~d
IN WITHES8 WHEREOF, the ~ he,-~;,;, have caused thb Agreement to be
duly executed on their behalf thb '2.O~' cl~of~ 2001.
THE CITY OF DELRAY BEACH,
. A'r;rE~,: ~..~ a tt'tofua ~ ~
~W. 8chrnklt
-(/ Approved~,tofonn:
BEACH PUBUC UBRARY
,I &Ti,Bk.&/,qd~.md.m,*.AmUm. I'
AMENDMENT NO. 1 TO THE AG~EMENT
BETWI~EN THE CITY OF DELRAy BEACH AND
DELRAY BEACH PUBLIC L_!_~RARY A$~_Or_.!.~.TiON. IN~
THIS AMENDMENT No, I to the agreement approved by the City Commbsion
on March 20, 2001 between the CITY OF DELRAY BEACH ('City") and the DELRAY
BEACH PUBUC LIBRARY A~8OCIATION, INC.. (the 'Association') Is made this
~7.nd day of ~c.~' .2001.
WITNESSETH:
WHEREAS, the City and the A~mx:letion e~ered into an agreement which was
approved by the City Commission of the City of Delmy Beach, Florida on March 20,
2001 relating to the construction of the new public library;, end
WHEREA~, the parties desire to amend Paragraph 3, .'All Other Requirements"
of the original agreement to clarify that the As$octstlon Is responsible for the design
and construclion of the new public Iibmp/and the selection of design profeaslonals and
contractors.
NOW, THEREFORE, the parllea hereto in consideration of the covenants
contained agree aa follows:
1. B~l[,% The recitals set forth above are hereby Incorpumted es if fully
set forth herein.
2. J~;!S[~,=~. Paragraph 3, 'All Other Requirements' of the original
agreement ie modified as follows:
3. All Other Eea-_!mm._e..~- The Aeaoclaflon shall be solely
respons~e for the design and consf3-dclfon of the new public library facility. The
A~oclatlon shall be reapormlble for the selection of design profeaslonal8 and
contmctore. The AeBoclation, by execution of thia Agreement, agre~ to be
bound by thhl Agreement and by all temm and condit~orm of the Grant
Agreement, deadgn contraS, co~ contract, and any other related
exprea8 cx' Implied, and ahall comply and fulfill all of the obligg~ons and dutie8
required of the City under the aforesaid agreements or any other agreement not
mentJormd heroin pertaining to. the new Iibrmy construction project, whether
financial, admlnlstmUve or othe~NiSe, and the A~oo~latlon shall provide proof of
dlscharg® of all obllgatiorm and duties under the agreements, as though the
A~eo~latlon had been in the place and stead of the City of Delray Beach
throughout the complain' of the building project, through and Including the final
Inspection thereof and ehall secure the release from the State of Florida, Division
of Ubra~ 8ef~ a~d 8hall mi(mae all financial and Inspection records after
final audit and program review. The Association 8hail be responsible fl:)r all
obligation8 and dutJee that may remain under the Agreement8 after the
completion (:d'the building ail 8et fol~ above.
3. ~ The Agreement, as ~arifled and amended as
Amendment No. 1, consist of 1he entire contract belween the parl~. I~) other
covenant~ noi: contained in the original agreement and this amendment, oral or written,
by the express temm stated heroin. AH other temm oi' the odginal agreement are
IN WITNE~q WHEREOF, the pmt~ have Mused this Agreement to be duly
executed on the dM ~,,;~n above.
City Clerk
CITY OF DELRAY BEACH, FLORIDA
a Fk~cla munidpal corpc~a .ti~n
~ W. 8~ Ma~
COUNTY OF ~
DELRAY BEACH PUBUC LIBRARY
ASSOCIATION, INC.
Df~el Jr. ~re~uSh ,/President
corporation, on behaff of the corporation. He/Slm.i~ personally known to m~
~ (as identificationS/ '(~
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_ FLORIDA. DKP~T OF sTATE
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Pup S of'.S
r', '" DEPT. OF STATE/LIBflARY FaX:BSO--488--2745 'JUn /' 2003
IrLOXtlDA l~l~Ait~ I~F S"rA~
P. O2
bud~t ft~n $10,155 mRIion ~lmd~d in ~ spptlcadoa tn S6,5 million, This ruvlsnd amount
06/04/03 ~ 15:63 [TX/RXNO 6659]
PROMISSORY NOTE
Data:
Palm Beach County, Florida
FOR VALUE RECEIVED, the undemigned, DELRAY BEACH PUBLIC
LIBRARY ASSOCIATION, INC., a Florida corporation, referred to here as the
'borrower,' or 'debtor' promises to pay to the order of the CITY OF DELRAY BEACH, a
Flodda municipal corporation, in legal tender of the United States of Amedca, the
principal sum of $800,000.00. Payments must be made at 100 N.W. Ia Avenue,.Delray
Beach, Florida 3,?.~?., or any other place' or places as holder of this note specifies to the
borrower in writing from time to time.
Principal will be payable with the first payment of $100,000.00 to be paid by
August 31, 2004; a payment of $450,000.00 to be paid by June 30, 2005; a payment of
$100,000.00 to be paid August 31, 2005; a payment of $50,000.00 to be paid by
December 31, 2005; and a payment of $100,000.00 to be paid by August 31, 2006.
The City has also contributed $2.5 million dollars and other consideration on the
promise of the borrower to construct a library building on the site owned by the City
~ ~ legpl~ d~~ ap~: LOts 1 ~gh ;B~ Town of LiPton (Mw Delray
each) according to th.e pl~ ~ as ~rded in Plat ~ 1,' Pa~ 3 of the Public
Records of Palm Beach County, Florida, les the right of way for West Atlantic Avenue.
This note, Including the promise to construct a library building, is secured by a
S~ Agreement, wh~ is a lien on certain ~al proparty described them located
in Palm Beech County, Florida. This note is not assumable. This note will become
immediately due and payable in full upon the sale or transfer of the collateral securing
this note. The Lease shall terminate and the option rights will be nullified, the
Construction Agreement and the conditions in the Security Agreement shall also be
triggered if borrower fails to comply with the Tripartite and Intertocal Agreement and
exhibits thereto, this note or any other agreement between the parties.
Time is of the essence of this note.
Borrower has the option and pr~'lege of prepaying all or any part of the
outstanding principal balance evidenced by this note without premium, penalty or
charge. Partial prepayments will not alter the amount or due date of payments under
this note until all indebtedness is paid in full.
The happening of any of the following events will constitute a default of this note:
(a) failure to pay a principal or interest paymem when due under this note; (b) a
default occum under the Tripartite and Interlocal Agreement and exhibits thereto dated
the same date as this note or (c) failure to successfully and timely complete the
construction of the Library.
If there is a default of this note and the borrower has not cured the default within
fifteen (15) days after written notice of such default is given by the holder to the
borrower, then at the option of the holder of this note the entire principal sum then
remaining unpaid will immediately become due and payable without notice or demand,
and the Securib/Agreement provisions shall be activated, and the Assignment of Lease
and Cancellation and Nullification of Option Rights shall be activated. Failure to
exercise any of the above options will not constitute a waiver of the right to exemisa the
same In the event of any subsequent default.
All parties liable for the payment of this note agree to pay the bolder reasonable
attorneys' fees and costs, whether or not an action be brought, for the services of
attomeys employed after maturity or default to collect this note or any principal or
interest due hereunder, or to protect the security, if any, including but not limited to
costs and .attorneys' fees on any appeal and in any proceedings under the bankruptcy
laws or In any post-judgment proceedings,
Notwithstariding any other provision of this note or of any instrument securing
this note or any other instrument executed in connection with the obligation evidenced
hereby, it is expressly agreed that the amounts payable under this note, or under the
other instruments mentioned above.
Borrower does:
(a) consent to any forbearance or extension of the time or manner
of payment of this note, to the release of all or any part of any security
held by the bolder of this note to secure payment of this note, and to the
subordination of the lien of the Security Agreement and Assignment
Agreement and any other instrument of security securing this note es to all
or any part of the propenh/ encumbered by it, all without notice to or
consent of the borrower, but this does not obligate the holder to do any of
the above;
(b) agree that no course of dealing or delay or omission or
forbearance on the part of the holder of this note in exercising or enforcing
any of its rights or remedies under this note or under any instrument
2
secudng this note shall impair or be prejudicial to any of the holder's dghts
and remedies under this note or to the enforcement of this note and that
the holder may extend, modity or postpone the time and manner of
payment and performance of this note and any instrument secudng this
note, may grant forbearance, and may release, wholly or partially, any
security held by the holder as security for this note, all with notice to or
consent by the borrower and without releasing, discharging or diminishing
its rights and remedies, but this does not obligate the holder to do any of
the above; and
(c) waive notice of acceptance of this note; and
(d) waive presentment, demand, protest, notice of dishonor and
notice of pretest.
This note is executed under seal in the State of Flodda and constitutes a contract
under the laws of the State of Florida and will be enforceable in a court of competent
jurisdiction in Palm Beach County. Flodda. The undersigned agreed that Florida law will
govern and control this instrument.
The headings of the paragraphs contained in this note are for convenience of
reference only and do not form a part of this note and in no way modify, interpret or
construe the meaning of the previsions of this note.
Documentary stamps, if required, have .been purchased and affixed to the
Security Agreement and Assignment Agreement dated of the same date as this note,
and is recorded in the Public Records of Palm Beach County, Florida.
Maker's Address
29 Southeast 4th Avenue
Delray Beach, FL 33483
DELRAY BEACH PUBLIC LIBRARY
ASSOCIATION, INC.
(SEAL)
3
STATE OF FLORIDA
COUNTY OF ~
The foregoing instrument Was acknowledged before me this ~._~ day of
(~,~ ,2003 by //~zu~ ~ (name of officer or
agent, titls of officer or agent) of
of corporation acknowledging), a ~ (state or plaice of incorporation)
corporation, on behalf of the corporation. ~/~he is personally known to me-c.' Acc
](~h i(~riabhc State
4
SECURITY AGREEMENT
THIS AGREEMENT, is mede this day of of ,2003, by
and between the DELRAY BEACH PUBLIC LIBRARY ASSOCIATION, INC., and the
CITY OF DELRAY BEACH, a Fiorida municipal corporation, its successors and/or
assigns, heroin called the 'Secured Party'.
WITNESSETH
To sscum the payment of an indebtedness in the amount of $800,000.00
payable as follows:
Principal will be payable with the first payment of $100,000.00 to be paid
by August 31, 2004; $450,000.00 to be paid by June 30, 2005;
$100,000.00 to be paid August 31, 2005; $50,000.00 to be paid
December 31; 2005; and a payment of $100,000.00 to be paid by
August 31, 2006.
as evidenced by a (promissory) Note (hereinafter referred to as the "NOTE') of even
date herewith, and also to secure any other indebtednes, s or liability of the Debtor to the
Secured Party direct or indirect, absolute or contingent, due or to become due, now
existing or hereafter arising, including all futura advances or loans which may be made
at the option of the Secured Party, (all hereinafter called the "OBLIGATIONS'),
evidenced in the Tripartite and Interiocal Agreement and exhibits thereto, Debt. or hereby
grants and conveys to the Secured Party a security Interest in:
(a) the property described in the schedule attached hereto and made a part
hereof (hereinafter called the "COLLATERAL"), which COLLATERAL the Debtor
represents will be used primarily in business or other uss,
(b) all property, goods and chattels of the same dasees as those scheduled,
acquired by the Debtor subsequent to the execution of this Agreement and prior to its
termination,
(c) all proceeds thereof, if any,
(d)
all increases, substitutions, replacements, additions and accessions
DEBTOR WARRANTS, COVENANTS AND AGREES AS FOLLOWS:
1. To pay and perform all of the obligations secured by this Agreement according to
their terms.
2. To defend the title to the COLLATERAL against all persons and against all
claims and demands whatsoever, which COLLATERAL, except for the security interest
granted hereby, is lawfully owned by the Debtor and is now free and clear of any and all
liens, security interests, claims, charges, encumbrances, taxes and assessments except
for personal property/tangible taxes for the current and subsequent yearn and as may
be set forth in the schedule.
3. On demand of the Secured Party to do the following: fumish further assurances
of title, execute any written agreement or do any other acts necessary to effectuate the
purposes and provisions of this Agreement, execute any instrument or statement
required by law or otherwise in order to perfect, continue or terminate the security
interest of the Secured Party in the COLLATERAL and pay all costs of filing in
connection therewith.
4. To retsin possession of the COLLATERAL during the existence of this
agreement, Debtor agreeing that, except for any sale of inventory in the ordinary coume
of business or any sale of equipment replaced with unencumbered equipment of equal
or better value, upon any sale of the COLLATERAL, or upon any transfer, forfeiture, or
conveyance of all or any part of Debtor's interest or equity in and to the COLLATERAL
or upon any transfer of any shares of a corporate Debtor's capital stock, either
voluntary, involuntary or by operation of law other than (a) a transfer by devise, descent,
or by operation of law upon death of a joint tenant, or (b) creation of a lien or
encumbrance subordinate to this Security Agreement, all sums then remaining unpaid
hereunder and under the NOTE secured hereby shall, at Secured Party's option,
beCome immediately due and payable in full, without notice, unless Secured Party shall
first consent in writing to such transfer, conveyance or sale.
COLLATERAL at the
5. To keep the location specified in the sch.edule and not to
remove same (except in the usual course of business for temporary penods) without the
prior written consent of the Secured Party.
6. To keep the COLLATERAL free and clear of all liens, charges, encumbrances,
taxes and assessments, mortgages other than subordinate mortgages.
7. To pay, when due, all taxes, assessments and license fees relating to the
COLLATERAL.
8. To keep the COLLATERAL, at Debtor's own cost and expense, in good repair
and condition and not to misuse, abuse, waste or allow it to deteriorate except for
normal wear and tear, and to make same available for inspection by the Secured Party
at all reasonable times. To complete fictitious name registration of any fictitiobs name
collateral[zed hereby within forty-five (45) days of the date hereof.
2
9. To keep the COLLATERAL insured against loss by fire (including extended
coverage), theft and other hazards as the Secured Party may require and to obtain
collision insurance if applicable; Secured Party shall be named as additional insured as
to all such policies. Policies shall be issued by companies duly licensed and authorized
to do business in the state where the property is located and shall be in such form and
amounts as the Secured Party may reasonably designate. Policies shall be obtained
from responsible insurors, authorized to do business in the state where the
COLLATERAL is located. Certificates of insurance or policies, payable to the respective
parties as their interests may appear, shall be deposited with the Secured Party (prior to
expiration of preceding coverages) who is authorized, but under no duty, to obtain such
insurance upon failure of the Debtor to do so; Debtor shall reimburse Secured Party
upon demand for premiums paid by Secured Party for coverage in the event of Debtor's
failure to secure insurance coverage in favor of Secured Party and said obligation shall
also be secured hereby. Debtor shall give Immediate written notice to the Secured Party
and to insurers of loss or damage to the COLLATERAL and shall promptly file proofs of
loss with insurors. Debtor hereby appoints the Secured Pa~'y the attorney for the Debtor
in obtaining, adjusting and hereby assigns to the Secured Party all sums which may
become payable under such insurance, including retum pramiums and dividends, as
additional security for the indebtedness, to the extent of Secured Party's insurable
interest therein.
10. If this Agreement is security for a loan to be used to pay a part or all of the
pumhase pdoa of the COLLATERAL; to use the proceeds of the loan to pay the
pUrchase pdca, filing fees and insurance premiums. The Secured Party, however, may
pay the proceeds directly to the seller of the COLLATERAL.
11. To Immediately notify the Secured Party in writing of any change in or
discontinuance of Debtor's place or places of business and/or residence.
12. That if the COLLATERAL has been attached to or is to be attached to real estate,
a description of the real es;ate and the name and address of the record owner is set
forth in the schedule herein; if the said COLLATERAL is attached to real estate prior to
the perfection of the security interest granted hereby, Debtor will on demand of the
Secured Party fumish the latter with a disclaimer or disclaimers, signed by all parsons
having an interest in the real estate, of any interest in the COLLATERAL which is prior
to the Secured Party's interest.
THE PARTIES FURTHER AGREE AS FOLLOWS:
. A. The NOTE executed in connection with thia Agreement is a separate instrument
and may be negotiated by Secured Party without releasing Debtor, the COLLATERAL,
or any guarantor or co-maker. Debtor consents to any extension of time of payment. If
there be more than one Debtor, guarantor.or co-maker of this Agreement or of notes
secured hereby, the obligation of all shall be primary, joint and several.
B. Waiver of or acquiescence in any default by the Debtor, or failure of the Secured
Party to insist upon strict performance by the Debtor of any warranties or agreements in
this Security Agreement, shall not constitute a waiver of any subsequent or other default
or failure.
C. Notices to either party shall be in writing and shall be delivered personally or by
mail addressed to the party at the address herein set forth or othem/ise designated in
writing.
D. The Uniform Commercial Code shall govern the rights, duties and remedies of
the parties and any provisions herein declared invalid under'any law shall not invalidate
any other provision of this Agreement.
E. The following shall constitute a default by Debtor:.
I. Failure to pay the principal or any installment of principal and/or interest,
or any late charge, on the NOTE when due, continuing beyond any grace period set
forth therein.
ii. Failure by Debtor to comply with or perform any provision of this
Agreement continuing beyond any grace period set forth in the NOTE secured hereby.
iii. False or misleading representations or warranties made or given by
Debtor In connection with this Agreement.
Subjection of the COLLATERAL to levy of execution or other judicial
v. Commencement of any insolvency proceeding by or against the Debtor or
of any guarantor of or surety for the Debtor's obligations.
vi. Death (or if Debtor is a corporation, dissolution) of the Debtor or of any
guarantor of or surety for the Debtor's obligations.
vii. Any reduction in the value of the COLLATERAL or any act of the Debtor
which reasonably impadls the prospect of full performance or satisfaction of the Debtor's
obligations herein.
viii. Any default under any note or security instrument or the Tripartite
Agreement and exhibits thereto which is prior in right, title or dignity hereto.
ix. Any default under any Pledge Agreement, Collateral Assignment of Lease
or other security instrument from Debtor to Secured Party made and given as additional
4
security for the OBLIGATIONS, including
continuing after any grace pedod specified therein
x. Failure to complete fictitious name
collaterelized hereby within forty-rNe (45) days of
F. Upon any default of the Debtor and at
OBLIGATIONS secured by this Agreement shall
in full without notice or demand and the
remedies and privileges with respect to
COLLATERAL and disposition of the
the applicable sections of the Uniform
as of the date of the Security Agreement.
G, Upon any default, the Secured Party's
and other expenses for pursuing, searching
advertising, and selling the COLLATERAL shall
H. The Debtor shall remain liable for any
COLLATERAL and shall pay any such deficiency
I. If the Debtor shall default in the
Agreement on the Debtor's part to be
the Debtor's account and any monies
interest to the Debtor and added to the
J. In conjunction with. in addition to or by
Secured Party, at its discretion, may: (1) enter
Secured Party's own means or with legal
COLLATERAL, or render it unusable, or dispose
premises and the Debtor agrees not to resist
the COLLATERAL and make it available to
designated by the Secured Party,
that the Secured Party's address as set forth
such assembling); (3) unless the COLLATERAL
speedily in value or is of a type customarily
will give Debtor reasonable notice of the
the time after which any private sale
made. The requirements of reasonable notice
postage prepaid, to the address of the Debtor
before the time of sale or disposition.
K. Secured party may assign this Agreement and,
be entitled, upon notifying the Debtor, to performance of all of the Debtm's
5
and agreements hereunder and the assignee(s) shall be entitled to all of the rights and
remedies of the Secured Party hereunder. Debtor will assert no claims or defenses
Debtor may have against the Secured Party against the assignee(s).
L. The Secured Party is hereby authorized to file and/or record a Financing
Statement and any necessary statements of assignment or continuation hereof.
The terms, warranties and agreements herein contained shall bind and inure to
the benef~ of the respective partieS hereto, and their respective legal representatives,
successors and assigns.
The gender and number used in this Agreement are used as a reference term
~only and shall apply with the same effect whether the parties are of the masculine or
feminine geqder, corporate or other form, and the' singular shall likewise include the
plural.
This Agreement may not be changed verbally.
IN WITNESS WHEREOF, the parties have respectively signed and sealed these
presents the day and year first above wri[[en.
Signed, sealed and delivered in our presence:
WITNESSES:
DELRAY BEACH PUBLIC LIBRARY
ASSOCIATION, INC.
Pdnt Na~: V~ ~ ~~
City Attorney
By..~~a~Cl'"~f OF DELRAY.i~E.~CH,
[~ltnlan, Mayor
FLORIDA
STATE OF FLORIDA UNIFOBM COMb~.U~L~L CODE
Fi~G STA'rg~IENT FORM
*q,,-~ &, hbv. City Actoznev ¢561~ 2&3-7091
~ Su~n &. Ruby, C~Cy
Adam 100 !1.~. lac
~ De:tray B~,~, lq,
59-0217683 ~T~ 501(6) (3) Flo~la
See schedule ~o Secuzt~y &g~ee~ent ami
7. O~ ~ B~fEB~NC~ DATA
FINANCING STATEblKNT FORM- ADDENDUM
· '~'? I Jolm I J- I
John J. e~lalmss., III is the Director
of the
SCHEDULE TO SECURITY AGREEMENT
AND
RIDER TO UCC-I FINANCING STATEMENT
Dated:
The Secudty Agreement or Financing Statement to which this Schedule/Rider is
attached covers the following types and items of property.
(a) Fixtures or Leasehold Improvements. NI f'~ures or leasehold
'improvements owned by Debtor capable of eaverenca and permitted to be severed from
the premises located at 104 West Atlantic Avenue and 132 West Atlantic Avenue,
Dalrey Beach, Florida, which premises are presently owned by City of Delray Beach,
Florida, or successor business location(s) used by Debtor, said address(es) and
location(s) hereinafter being described as the 'premises.'
(b) Tanc~ible Personal Property. All of Debtor's interest in all fixtures,
equipment, including but not limited to computers and copiers, scanners, etc. inventory,
books, movies, tapes and tangible personal property of any nature whatsoever now or
hereafter (i) affixed or situated in or about the premises located aforesaid capable of
severance therefrom, or (ii) regardless of where situated, used, useable, or intended to ·
be used in connection with Debtor's business or any present or future use or operation
of or in said premises.
(c) Incomes. Ail rents, issues, incomes and profits, in any manner arising from
the Debtor's business or the aforesaid premises, leasehold improvements, or tangible
personal property, or any combination, inciuding Debtor's interest in and to all leases,
.licenses, franchises, and concessions of, or relating to all or any portion of Debtor's
business or the premises, whether now existing or hereafter made, including all
amendments, modifications, replacements, substitutions, extensions, renewals or
consolidations; the foregoing items are jointly and severally called the "incomes' in this
instrument.
(d) Contract Riahts. Without imposing on Secured Party any liabilities
therefor, all of Debtor's right, title, and interest and to any and all contracts, written or
oral, expressed or implied, now existing or hereafter entered into or arising, in any
manner related to the improvement, use, operation, sale, conversion or other disposition
of any interest in the Debtor's business or the premises, leasehold improvements,
tangible personal property, or the incomes, or any combination, including any and all
deposits, prepaid items, and payments due and to become due thereunder, and
including construction contracts, service/maintenance contracts, advertising contracts,
purchase agreements and orders, equipment and other leases, including but not limited
to the Tripartite and Interlocal Agreement and exhibits thereto and purchase options.
(e) Name. NI right, title and interest of Debtor in and. to all trade names now
or hereafter used in connection with the operation of Debtor's business or the premises,
and all related marks, Iogos, and insignia.
(f) Other Intan.qibles. All contract rights, bank accounts, accounts receivable,
Instruments, and general intangibles, as such terms from time to time ara defined in the
Florida Uniform Commemial Code, in any manner related to the use, operation, sale,
convemion, or other disposition (voluntary or involuntary) of the Debtor's business or the
premises, or leasehold improvements, intangible personal property, or incomes,
Including the telephone number(s), all permits, and goodwill of the business from time to
time being conducted by Debtor in and about the premises.
(g) Secondary Financin;I. All of Debtor's right, power or privilege to further
enCUmber any of the property described in this Schedule and Rider for debt.
(h) Proceeds. Ail proceeds of the conversion, voluntary or Involuntary, of any
of the property described In this Schedule and Rider into cash or other liquidated claims,
or that ara otherwise payable for injury to, or the taking or requisitioning of, any such
property, including all insurance and condemnation proceeds.
As used in this instrument, the term "include" Is for illustrative purposes only and
Is always without limitation.
IN WITNESS WHEREOF, the parties have executed this Schedule/Rider the
date stated above.
DEBTOR:
SECURED:
DELRAYBEACH PUBLICLIBRARY
ASSOCI~,TION, INC.
By:~~~~_
CITY OF DELRAY BEACH, FLORIDA
2
CONSTRUCTION AGREEMENT
THIS AGREEMENT, mede and entered into this day of ,
2003, by and between the DELRAY BEACH PUBLIC LIBRARY ASSOCIATION,*INC.,
hereinafter called the "Library", and the CITY OF DELRAY BEACH, FLORIDA,
hereinafter called the "City'.
WITNESSETH:
WHEREAS, the CRA is to convey to the City and the City will be vested with fee
simple title to that certain property situate in the County of Palm Beech, State of Florida,
known and described as follows:
Lots 1 through 4, Block 53, TOWN OF LINTON (now Delray Beach),
according to the Plat thereof as recorded in Plat Book 1, Page 3, Public
Records of Palm Beach County, Florida, less the right-of-way for West
Atlantic Avenue.
and the said Library desires to build a library and parking facilities ("lmprpvements") on
said property above-described as set forth in the plans and specifications and said
Library is without sufficient funds with which to construct said Improvements, and said
City, as hereinafter provided, has agreed to make a contribution for the construction of
said Library of $2.5 million dollars (the CRA to contribute $666,000.00 thereof and the
City and CRA each to contribute additional monies under Exhibit 'C' to the Tripartite
and Interlocal Agreement) on the terms and: conditions hereinafter set forth in the
Tripartite and Intedocal Agreement and exhibits thereto.
NOW, THEREFORE, in consideration of the mutual and saparete agreements,
covenants and warranties of the parties hereto and the $2.5 million dollars contributed
by the City, it is agreed; ~venanted and wa~nted by'and between ~ Parties hem~
as follows:
1. The Library covenants, wan'ants and agrees:
A. The Library will build a library and parking facilities on the above-
described property and has the right, after a certificate of occupancy for the new library
building is obtained, to enter into a long term lease on the property and has an option to
purchase the property pursuant to the Tripartite and Intedocal Agreement of
(date) and exhibits thereto, provided, however, upon a breech of
this Agreement or a breach of the Tripartite and Interlocal Agreement and any exhibits
thereto which may effect the successful and timely completion of construction of the
Library, the City may take whatever action is necessary in law or in equity to secure its
rights and obligations under the Tripartite and Intedocal Agreement and Exhibits
thereto, and if the breach occurs dudng construction of the Library, or upon the failure
of the Library to repay monies due the City, the CITY has the option to complete the
building using whatever monies the Ubrary has raised for the project which shall
immediately be tumed over to the City. The City is entitled to take possession and title
to the properly and complete the construction of the Ubrary on the property and any
anticipated or actual lease dghts of the Library and right to purchase shall be null and
void. The City shall have all rights to the items included in the Security Agreement.
The Library shall also indemnify the City as provided in its agreements set forth in
Exhibit 'D'. This covenant is in addition to and not a substitution for all rights of the City
set for forth elsewhere in the Tripartite and Intertocal Agreement and any exhibits
thereto, including this Agreement.
B. The Library covenants and warrants that the as of the date hereof
no materials of any kind have been placed thereon and no labor has been performed
upon the property Incident to the contemplated construction.
C. The Library shall fumish the City, at Library's expense upon the
completion of said building(s) and improvements, a print or prints of survey showing
said building(s) and improvements properly located on said property.
The Library shall also fumish the City at Library's expense, a print or
prints of survey made immediately after all foundation walls of said buildings are in
place to show that any covenants and restrictions and zoning ordinances affecting said
property have not and will not be violated by the erection of said building(s).
D, The Library shall fumish and pay the premiums for, from the
commencement of construction, fire and extended coverage insurance and insurance
against such other hazards including flood Insurance, if necessary, as well as builder's
risk insurance, as shall be required by the City, in a company or companies acceptable
to the City, in the full insurable value of the Improvements and covering the same. Said
~!icles to be in such amount and form so that City will be a co-insured. The Library
shall furnish at Library's expense such workmen's compensation, builder's risk and
liability insurance as may be required by law and the City.
E. The Library shall construct and erect In a true, thorough,
workmanlike and substantial manner on the above-described property the
Improvements herein mentioned in accordance with the plans and specifications
heretofore and approved by City, which plans and specifications shall be construed
together in such manner so that any works, structures, or parts thereof exhibited in the
plans and not mentioned in the specifications, or vice versa, ara to be constructed and
erected as if they were exhibited in the plans and mentioned in the specifications. The
Library shall fully equip said Improvements and install and pay for any fixtures and
materials and complete and pay for any landscaping, walls, drives, approaches or walks
required by said plans or specifications or the mortgage loan commi{~,ent or caertificates
of reasonable value hereinafter mentioned or described in the application for such
commitment, and place in said Improvements and pay for any chattels, furniture,
2
fumishings or equipment as required by said plans or speCifications or by said mortgage
loan commitment or mentioned or described in the application therefor. Library shall
provide at the cost, cha~ge and expense of Ubrary all materials, labor, scaffolding,
implements and cartage of every description for the due performance of the several
works and the complete construction and erect'mn of said Improvements herein
contracted to be performed by the Library. Library shall not make any changes in the
plans or specifications or deviate therefrom except with the wntten consent of the City.
F. The Library shall take all necessary steps to assure that
construction of said Improvements shall proceed continuously and diligently, and in all
events shall complete construction and equipage of said Improvements and perform all
covenants and promises contained in the preceding sub-paragraph (E) hereof not later
than December 31, 2005. Construction of said Improvements shall commence no later
than March 31,2004.
G. The Library covenants and warrants that all necessary licenses or
permits will be obtained to permit the completion of said Improvements and that all
materials contracted or purchased are for delivery to said property and for use in said.
construction, and all labor contracted or hired for or in connection with said construction
shall be used and employed solely on said property and in said construction and only in
accordance with said plans and specifications. Copies of the necessary building permits
shall be fumished by Library to City forthwith prior to any disbursement of funds
pursuant to this Agreement.
H. The Library agrees to comply with ali federal, state, and local laws,
rules and regulations of any nature whatsoever, applicable zoning ordinances and
subdivision restrictions, now in effect or in the future.
I. The Ubrary shall fumish, on completion of construction on said
property, all receipted bills, certificates, affidavits, releases of liens and other documents
which may be required by the lien laws of the State of Florida or which shall be
reasonably required by the City as evidence of full payment for all labor and materials
incident to said construction and release of said building(s) on said property from all
liens therefor.
J. The Library shall supervise the construction of said Improvements
without charge or deduction for such sawices.
K. The Library shall execute all instruments required to fully comply
with and perform same and shall abide by, complete and carry out all the Library
representations, proposals and obligations. It is specifically agreed and understood that
City's obligation to disburse the money at any time in accordance with this Agreement
is contingent upon Library's full and strict compliance with all of the covenants,
3
warranties, representations, terms and conditions of the documents executed and
delivered in connection with this transaction.
L. The Library shall fumish City forthwith and prior to the
disbursement of any funds pursuant to this Agreement, duly executed copies of the
contract between contractor and Ubrary and any other contracts and/or subcontracts
between lienors and/or materialman and Library, as well as a copy of the executed
contract between Library and Library's architect.
follows:
Funds shall be disbumed and advanced by the City from time to time as
A. Subject to the provisions hereof, such funds shall be disbursed and
advanced by the City from time to time as follows:
(1) The Ubrary shall deposit to the City in a Library
construction Fund, all funds necessary to construct the Library subject to any
payments to be made by other parties as set forth in the Tripartite and Interiocal
Agreement and exhibits thereto. The funds to be drawn during the term of this loan will
be disbursed by the City not more than one time each month on a direct payment basis
as work progresses upon receipt by City of pmpedy executed drew requests acceptable
to City both as to form and substance together with bills and/or lien waivers. In addition,
City shall receive prior to any disbursement a certification from City's inspectors,
Llbrary'a architect, Ubrary'a general contract, or and Library indicating the work in
place. The costs of disbursements and inspections are to be paid by Library. City must
receive at least seven (7) working days' notice prior to the payment of funds. Payments
shall not exceed 90% of the value of the work performed and materials in place or the
amount due to the contractors and material suppliers, whichever is less. Such ten
percent (10%) hold back w/l! be retained until completion of construction and funding of
the final loan proceeds. There shall be no disbursements for materials stored offsite.
Disbursements for materials stored onsite shall be permitted unless such disbursements
are prohibited by or are in violation of the payment and performance bonds.
B. Notwithstanding the provisions of sub-paragraph A last above and
prior to the disbursement of any funds as set forth in said sub-paragraph A, the Library
shall if requested, confirm that it has deposited in its own funds in the amount necessary
to complete the construction of such improvements over and above the amount to be
advanced hereunder, in such amount as City in its sole discretion shall determine on
account of the constmc'don costs of the improvements and the costs of chattels,
furniture, furnishings or equipment, if any, as to such improvements (not including,
however, cost of land or cost of any chattels, fumiture, furnishings or equipment which
are not required to be pledged by said mortgage loan commitment), and the Library
shall submit to the City evidence satisfactory to it that said sum was deposited from
4
Library's own funds and not from any secondary financing involving any of the property
described above or the improvements to be made thereon.
C. Notwithstanding any other provision hereof, the City shall be
entitled at its option to refuse to make any disbursements hereunder, or to withhold a
part of any disbursement, if the Librmy shall fail to perform or comply with any
condition, contingency or requirement of any agreement between the parties.
D. Said funds shall be disbursed in accordance with all of the standard
controls typically placed upon the disbursement of construction proceeds by City.
Disbursement will be made based upon a percentage of completion as described
above, or directly to the contractor, subcontract, or and/or supplier or in such other
manner as City may determine. Requisitions for advances shall be on City's approved
forms. All determinations as to cost-to-complete, feasibility, compliance with plans,
specifications and building codes, frequency and amount of advance and other matters
relating to disbursements shall be at the sole discretion of the City.
E. No change orders that would cause the total construction cost to
exceed $6,500,000.00 will be permitted unless approved In writing by the City and all
change orders of any amount shall be paid for in advance directly by Ubrary.
F. If the services of an architect and/or engineer are employed, City
shall, but at Library's expense, require the architect's and/or engineer's certificate as to
the progress of construction before making each disbursement In accordance with the
aforesaid schedule.
G. The City may, at its option, from time to time dudng construction
and at its completion require for its own information and protection evidence from the
Library or contractor, or both, of the payment of bills for all labor and materials, but the
City shall not be required or responsible to ascertain that any bills are paid.
H. Without the prior written consent of the City, all monies disbumed
hereunder shall be used solely on account of costs of construction and improvements
on the hereinabove-described property and expenses of the construction loan and no
such monies shall be diverted or borrowed for any other use.
I. The City shall not be responsible or liable to ascertain or determine
at the time of making any disbursement hereunder, or at any other time, that the
construction of said building(s) and improvements has been in accordance
specifications or any contract of the Library for the construction thereof, nor that same
as proposed or constructed is permitted by restrictions or zoning ordinances, if any,
affecting said premises.
5
J. As requested by City dudng construction, an Engineering Report
satisfactory to City shall be provided, at Library's expense, from an independent
engineering firm approved by City. Said inspections shall show all buildings and
equipment to be in satisfactory condition and working order.
3. The City shall not be liable to materlalmen, contractom, subcontmctom,
laborem or others for goods and/or services delivered and/or rendered by them in or
upon said premises or employed in said construction or for any debts or claims accruing
in favor of any such parties and against the Library or others or against said premises.
The Library is not and shall not be the agent of the City for any purpose whatsoever.
4. AJI inspection services, if any, rendered by the City or officers, agents, or
employees, shall be rendered solely for its own information and protection. Neither the
City nor its officers, agents or employees shall be in any way liable for the failure of any
dealer, contractor, sub-contractor or laborer to deliver materials or perform services to
be delivered or performed by them.
5. If and when it shall appear in City's reasonable discretion at any time
during the construction that the balance of costs of all the construction and
improvements to be performed as aforesaid (cost-to-complete) will exceed the
aggregate cost of the improvements, less such sums thereof as have been theretofore
advanced or reserved, the Library, forthwith upon demand of the City, shall deposit
with the City the excess amount of such costs of such construction and improvements.
6. If the Library or Library's contractor shall tail to perform according to the
terms of this Agreement or cause or permit conditions to arise so that performance
would be rendered unduly difficult or hazardous for the City, or if the Library shall fail,
neglect or refuse to perform either or any of Library's promises or agreements
hereunder, or breach any premise, covenant, warranty or agreement made hereby, or if
it becomes apparent that the Library or Library's contractor will not complete said
Improvements within lhe time spec/fled in paragraph I(F) hereof, or if the Library shall
become insolvent or if there is filed a voluntary or involuntary petition in bankruptcy of
the Library, or if a conservator or trustee or receiver is appointed for the assets of the
Library or an assignment for the benefit of creditors is made by the Library, then and in
either such event the City may, at its option, withhold further disbursements hereunder
and will be entitled to take possession of the property and has all rights as set forth in
Paragraph 1.A. and is entitled to pursue all of the remedies available at law and in
equity and may pursue any or all rights and remedies as set forth in the Tripartite and
Interiocal Agreement and exhibits thereto.
7. If at any time it shall appear that the Improvements are being constructed
in violation of any environmental laws, regulations, rules, covenants, restrictions or
zoning ordinances of governmental authorities affecting said property, the City shall be
entitled to withhold further disbursements hereunder and, unless such violation is
6
attempted to be corrected and cured by the Library forthwith on notice to the City and
the process continuously and vigorously prosecuted until completed, the City may at is
option, declare all funds previously advanced be immediately due and payable.
8. The dissolution of Ubrary shall not terminate the obligations of the
Ubrary to complete said Improvements and perform all other agreements hereunder,
and the trustees of the Library shall be required to carry out this Agreement in the
manner and within the time herein provided.
9. Should any dispute adsa between the Library and the City that cannot
otherwise be mutually resolved by the parties respecting the tree construction and
meaning of the plans and specifications, the same shall be. decided by a competent
architect and/or engineer to be selected by the City at the cost of the Library.
10. All charges and expenses (including but not limited to City's fee, recording
fees, intangible tax on any mortgage on the properly, documenta~j stamps on note,
abstracting, counsel fees, inspecting engineers, architects, construction consultants,
title insurance and title search expenses, recording charges and expenses, etc.) in
connection with the construction are due and payable by Ubrary.
11. The Library further represents, covenants, warrants and agrees that:
A. No notice of commencement of any improvement upon any part of
the property hereinabove described has been made, recorded or posted within forty-five
(45) days preceding the date of this Agreement; no such Notice of Commencement will
be recorded or posted prior to the recording of the mortgage hereinabove referred to;
the Notice of Commencement will be properly recorded and posted prior to
commencement of any improvements; and the improvements described in said Notice
will be commenced within thirty (30) days after such recording;
B. City's advances hereunder shall be disbursed by the City, as
hereinabove provided; and City is not an agent of the Library, and has no obligation or
responsibility to the Library or the contractor or lienors, for the further disbursement
and proper payment of said funds to any parties for work, labor, services and materials
done, performed and supplied for the construction and improvements on the property,
or for compliance with or performance of any requirements or provisions of the Florida
Mechanics' Lien Law, or otherwise;
C. City's advances hereunder shall be disbursed for "proper
payments", pursuant to Library's contracts and under the Florida Mechanics' Lien Law,
for work, labor, services and materials done, performed and supplied to the property,
and Library will timely comply with all requirements and provisions of the Florida
Mechanics' Lien Law and will require and obtain from all contractors, sub-contractors
and/or lienors all affidavits required, or permitted to be required, by said Law, and will
7
construct and complete the Improvements in accordance with the plans and
specifications therefor, free and clear of all claims of lien;
D. If a Claim of Lien shall be filed against the property, the Ubrery, on
request of City or the title insurer, will promptly make and record a "Notice of Contest of
Lien"; and cause said lien to be bonded with a cash or surety bond in the amount
required by law for the bonding of mechanic's liens within thirty (30) days of the
recording of the claim of lien; and
E. If and when requested by City, Library will promptly fumish
satisfactory proof of compliance with all the foregoing and copies of all notices, affidavits
and other papers received, made or given by Ubrary relating to the property. City shall
have the right to withhold payment of any advance othenvisa due Library hereunder
whenever, in the opinion of City or title insurer, the further disbursement of said funds
by Ubrary would not constitute "proper payments" for work, labor, services or materials
done on and supplied to the property under Library's contracts or under the Florida
Mechanics' Lien Law.
F. Library shall fully conform to and comply with the Florida Mechanic
Lien Law, Florida Statutes 713, and shall obtain and maintain the full protections to an
owner not in privity, as described in Florida Statutes, Chapter 713.06.
12. Library releases City from any liability or damages arising out of or
related to the disbursement of the proceeds hereunder, including any non-compliance
or improper compliance with the Florida Mechanics' Lien Law, and Library and
contractor severally agree to indemnify and hold harmless the City from and against
any such liability or damages.
13. The mailing of a written notice of demand, addressed to the Ubrary,
directed to the said Library at the last addre~ actually furnished to the City, or directed
to the said Ubrary at 29 S.E. 4a Avenue, Delray Beach, Florida 33483 and mailed by
the United States certified mail, retum receipt requested, shall be sufficient notice and
demand in any case arising under this instrument and required by the provisions hereof
or by law. Notice to City if required hereunder, shall be deemed propedy given when
fon~arded by certified mail, return receipt requested, with sufficient postage afro(ed
thereto and addressed to City at 100 N.W. 1=t Avenue, Delray Beach, Florida 33444,
Attention: City Manager and to 200 N.W. 1=* Avenue, Delray Beach, Florida 33444,
Attention: City Attomey
14. Nothing herein shall be construed to wane or diminish any right or security
of the City. It is the purpose and intent hereof to provide safeguards, protections and
rights for the City in addition to those provided and to better secure said City by reason
of this Agreement.
8
15. This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their heirs, legal representatives, successors and assigns. The
Ubrary shall be released from obligations and agreements hereunder only by written
instrument of the City specifically provided for in such release.
16. This Construction Agreement shall be governed and construed under the
laws of the State of Florida.
17. If this Construction Agreement Is executed by more than one person then
all singular nouns, pronouns and verbs herein shall be construed as plural nouns,
pronouns or verbs; it being the intent and purpose hereof that this form shall conform to
the circumstances as fully as if each change from singular to plural were set forth in
writing herein.
- 18. No change or modification of this Agree. ment shall be valid unless ~e
same is in writing and signed by the parties hereto. This Agreement contains the entire
agreement between the parties hereto and them are no promises either written or oral,
express or implied, between the parties hereto other than as herein set forth. It is
expressly understood and agreed that the parties hereto intend this Agreement to be an
integration of all prior and contemporaneous promises, agreements conditions,
undertakings, warranties and representatiens between the parties hereto.
19. It Is specifically agreed and understood that City shall not be held liable
for any and all claims for loss, damage or injury of any nature whatsoever with respect
to any person or to the property described in the Tripartite and Interlocal Agreement and
exhibits thereto or the Improvements to be constructed thereon or to the personal
property to be installed or located therein. Furthermore, City's negligence in the
administration of the construction loan shall not excuse Library or anyone else from
complying with any and all of the terms set forth hereunder and under the other loan
documents of even date. All of the provisions set fort~ hereunder and under the other
documents are to be fully enforced and ara solely for the City's protection and ara not
to be and should not be relied upon bythe Library, or other third parties.
20 Libra shall pay and deposit with the City all and singular the
ry · · a '
out-of-pocket costs, charges and expanses, including reasonable attom ys fees and
abstract and/or title search costs, reasonably incurred or paid at any time by City
because of the failure of Library to perform, comply with, and abide by each and every
of the stipulations, agreements, conditions and covenants of this Agreement.
21. Library shall furnish City written notice forthwith, addressed to City by
certified - return receipt requested mail, of any conduct (by action or omission) which in
Library's opinion may be actionable against City, including but not limited to fraud,
duress, breach of contract, breach of fiduciary duty, negligence, breach of covenant of
9
good faith, failure to disclose, intelfemnce, etc. 'Failure to fumish such notice will
constitute a waiver by Library of such action.
22. Library warrants and mpmsenta that the subject property, to the best of
its knowledge, does not contain any toxic Or hazardous substances waste. All
environmental laws, rules and regulations issued by all governmental authorities in
connection with the foregoing have been and am being complied with and the use of
said properly will not violate any such laws, rules and/or regulations,
Furtherrnom, City shall have the dght to enter the property and inspect it from
time to time to clean up, at Clty'a expense, if Ubrary fails to do so, Library shall
immediately notify City of any significant release of h~;,-rdous substances on the
property and the receipt of any notices or communicetions regarding envimnmenfal
mattem from governmental authorities. Library shall submit to City from time to time as
requested by City proof acceptable to City, that them is full compliance with all
environmental laws, rules and regulations, Library shall use its best efforts to obtain
Immediately upon request by City, certificates of compliance from prior ownem and
operators regarding past use and shall have them furnished to City immediately upon
Library shall fully indemnify City and save City harmless for any loss, damage
or injury suffered by City or anyone else in connection with this provision, except for
City's willful misconduct.
23. The recitals am incorporated as if fully set forth heroin.
IN WITNESS WHEREOF, the parties have executed this instrument under their
respective seals the day and year first above written.
ATE. ST:
C~ Attorney ' ' ' ~
Attested by:
CI..TY OF DELI?Y, B CH/FLORIDA
By.~
DELRAY BEACH PUBLIC LIBRARY
ASSOCIATION, INC.
Print Na..me'.~//,z~/E,~./]~/./F~F'~z~
It's President - ~/ '
10
AMENDMENT NO. 1 TO THE TRIPARTITE
AND INTERLOCAL AGREEMENT
THIS AGREEMENT NO. 1 is made this ?' day of
2003 by and between the CITY OF DELRAY BEACH, FLORIDA (the "City") and the
DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY (CRA).
WlTNESSETH:
WHEREAS, the City and the CRA desire to amend the Tripartite and Intedocal
Agreement entered into concerning the exchange of properties to accommodate the
new librapj to allow additional time to're~,iew the appraisals.
NOW, THEREFoRE, in cohSiderafion of the mutual covenants and promises
herein contained, the parties agree as follows:
1. Paragraph 5 of the Tripartite and Intedocal Agreement is hereby amended
to give the parties an additional thirty (30) days to review the appraisals which wilt be
until November 10, 2003.
2. All other terms and conditions of the odginal agreement except as
expressly modified herein, including the unamended portion of paragraph 5 shall remain
in fall force an~d effect.
IN WITNESS WHEREOF, the parties have heretofore set their hands and sealS
on the~day aa~l~Year first above written.
.~,,~,~/~ ST;.,~ ~ CITY O_F DE.LRAX BEACH, FLORIDA
~lt~ Clerk, ~_~J~'er~r~an, Mayor
'P_~~- / ~ved as ,q F°~
Cit~Attomey '
ATTEST:
~rint I~me: ~_~,.~ ~c..~
Approved as to Form:
DELRAY BEACH COMMUNITY
AMENDMENT NO. 2 TO THE TRIPARTITE
AND INTERLOCAL AGREEMENT
THIS AMENDMENT NO. 2 to the Tripartite and Interlocal Agreement
dated July 1, 2003, is made by the CITY OF DELRAY BEACH, FLORIDA (the "City")
and the CITY OF DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY (the
the DELRAY BEACH PUBLIC LIBRARY ASSOCIATION, INC. (the
"CRA") and
"Library").
WITNESSETH:
WHEREAS, the CITY and the CRA desire to amend the above agreement to
clarify the consideration to be received by the CITY and CRA upon the transfer of the
properties described in the Tripartite and Interlocal Agreement; and,
WHEREAS, the CITY and the CRA desire to amend the time limit to terminate
the Agreement.
WHEREAS, the CITY, CRA and LIBRARY wish to clarify that in the future any
modification to the Tripartite Agreement need be signed and executed between the
parties that will be affected by the revision or change to the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises
herein contained, the parties agree as follows:
1. The recitals are incorporated as if fully set forth herein.
2. Paragraph 5 of the Agreemen~ is modified to read as follows:
5. The parties agree that the CRA shall order an appraisal of the
Current Library Site and Parcel Three promptly after the execution of this Agreement
through Anderson and Carr Appraisers for purposes of establishing the appraised value
of the respective properties for purposes of this Agreement. The CRA, and the CITY
agree to share equally in the cost of such appraisals and the CITY agrees to remit to the
CRA their share of the cost thereof within fifteen (15) days following receipt of an
invoice from the CRA together with a copy of such appraisals. Upon obtaining the
appraisal reports, such party shall have until December 20, 2003 to elect to terminate
this Agreement if such report is unacceptable to them in their sole discretion. The
parties hereby agree that in the event the CRA pursuant to its redevelopment efforts
with respect to the Current Library Site shall realize proceeds from the sale of that site,
such net proceeds attributable to that site shall be distributed between the parties in the
following manner:
a) The CRA is entitled to all proceeds up to the appraised value of
Pamel Three, which is agreed to be ($1,700,000.00), plus all costs incurred by the CRA
in the preparation for and disposition of the Current Library Site through a Request for
Proposal for Redevelopment, including but not limited to surveys, appraisals,
advertising, engineering, architectural, and legal expenses, then
b) The CITY is entitled to all proceeds in excess of (a) above, upon
the sale of the Current Library Site.
Notwithstanding any provision of this ^greement to the contrary, the CRA
shall have the free and sole discretion in determining the price and terms for its
disposition of the Current Library Site pursuant to its public purposes and no special or
fiduciary duty of any kind shall be created or imposed as a result of this Agreement.
Further, the Agreement shall not be deemed to create an encumbrance of any kind on
the title to the Current Library Site.
3. Paragraph 20 of the Agreement is modified to read as follows:
20. This Agreement and attachments hereto constitute the entire
agreement of the parties. To be effective, any modifications shall be in wdting and
signed by parties affected by the modification and by persons with authority to bind the
parties. Modifications to any exhibits shall be in writing and shall be deemed to be
included and incorporated herein without the need to amend the Tripartite and Interlocal
Agreement; however, all parties to the Tripartite and Interlocal Agreement shall be
notified and presented with a copy of the modified exhibit.
4. The terms and conditions of the Tripartite and Interlocal Agreement, not
expressly affected by this.modification, remain in full fome and affect.
IN WITNESS WHEREOF, the parties have heretofore set their hands and seals
on the day and year first above written.
Al-rEST:
City Clerk
Approved as to Form:
City Attomey
CITY OF DELRAY BEACH, FLORIDA
By:
Jeff Perlman, Mayor
ATTEST:
Print Name:
Approved as to Form:
DELI[AY BEACH COMMUNITY
REDEVELOPMENT AGENCY
By:.
Howard Ellingsworth, Chairman
DELRAY BEACH PUBLIC LIBRARY
ASSOCIATION, INC.
Print Name:
By:.
Print Name:
Its President
4
[IT¥ OF DELRI:I¥ BER[H
CITY ATTORNEY'S OFFICE
200 NW 1st AVENUE · DELRAY BEACH, FLORIDA 33444
TELEPHONE 561/243-7090 · FACSIMILE 561/278-4755
Writer's Direct Line: 561/243-7091
DELRAY BEACH
AI.Ai~B Oity
TO:
MEMORANDUM
December 1,2003
City Commission
David Harden, City Manager
FROM: Susan A. Ruby, City Attorney
SUBJECT: Tripartite and Interlocal Agreement and Amendment No. 1 and No. 2
to the A.qreement
The Tripartite and Intedocal Agreement and Amendments provide:
1. The City will acquire from the CRA, the new library site.
2. The CRA shall acquire the old library site.
The CRA shall receive $1,700,000.00 for its site (Parcel 3) (the appraised
value, plus costs).
The City will receive all monies in excess of the amount referred to in
Paragraph 3 above in the sale of the current library site.
The Library will enter a 99 year Lease with the City for the current library
site and an option for the library to purchase the new site for $1.00 after 20
years.
The original Tripartite Agreement stated that if any party was unsatisfied
with the appraisals, the agreement could be terminated. The time to
consider the appraisals was originally thirty (30) days after receipt of the
appraisals and was then extended by Amendment No. 1 until November
10, 2003. Amendment No. 2 extends that date until December 20, 2003 to
elect to terminate the Agreement. The appraisal for the CRA site is
$1,700,000.00. The revised appraisal of the current Library site and
building is $1,600,000.00.
City Commission
December 1, 2003
Page 2
Resolution No. 79-03 includes the Tripartite and Interlocal Agreement and
Amendments No. 1 and 2.
The Resolution will be advertised for a public hearing January 6, 2004.
Please place the Resolution and Amendments on the City Commission agenda for
2004.
Attachments
Cc:
Barbara Garito, City Clerk
Diane Colonna, Director, CRA
Robert Federspiel, Esq.
John Callahan, Delray Beach Library
RESOLUTION NO. 79-03
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF DELRAY BEACH, FLORIDA, AUTHORIZING
THE SALE, PURCHASE, EXCHANGE AND LEASE OF
CERTAIN REAL PROPERTY LOCATED IN PALM BEACH
COUNTY, FLORIDA, AS DESCRIBED HEREIN, HEREBY
INCORPORATING AND ACCEPTING THE TRIPARTITE
AND INTERLOCAL AGREEMENT AND AMENDMENT
NO. 1 AND AMENDMENT NO. 2 THERETO AND LEASE,
WHICH CONTAIN THE TERMS AND CONDITIONS OF
THE SALE, PURCHASE, EXCHANGE AND LEASE OF
REAL PROPERTY BETWEEN THE CITY OF DELRAY
BEACH, FLORIDA, THE DELRAY BEACH COMMUNITY
REDEVELOPMENT AGENCY, AND THE DELRAY
BEACH PUBLIC LIBRARY ASSOCIATION, INC.
WHEREAS, the City of Delray Beach, Florida is the owner of land better known as the
current Library Site; and,
WHEREAS, the CRA owns land that will be conveyed to the City for a new Library Site;
and,
WHEREAS, the Library will forgo its long term lease of the current library site in exchange
for a ninety-nine (99) year lease with an option to purchase the new library building and property
after twenty (20) years, ii1 accordance with a long term lease; and,
WHEREAS, when the current library property is sold, the CRA shall receive $1,700,000.00
(the appraised value of Parcel Three -- the new library site). The City will receive proceeds in excess
of the appraised value of Parcel Three ($1,700,000.00), minus costs incurred by the CRA to
complete the sale; and,
WHEREAS, the City of Delray Beach determines it is in the best interest of the City to enter
into the Contract for Sale and Purchase, Tripartite and Interlocal Agreement and Lease.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF DELRAY BEACH, FLORIDA, AS FOLLOWS:
Section 1. The Recitals are incorporated as if fully set forth herein.
Section 2. The CRA is the owner of property referred to as "Parcel Three", legally
described as Lots 1 through 4, Block 53, Town of Linton (now Delray Beach), according to the Plat
thereof as recorded in Plat Book 1, Page 3, Public Records of Palm Beach County, Florida, less the
fight-of-way for West Atlantic Avenue.
Section 3. The City is the legal owner of Lot 7, less the North 16.0 feet and the West
8.17 feet, Lots 8 and 9, less the West 8.17 feet, the North 20 feet of Lot 10, Less the West 8.17 feet,
Town of Linton (now Delray Beach), according to the plat thereof as recorded in Plat Book 1, Page
3, Public Records of Palm Beach County; known as the "current Library Site" which is subject to a
long term lease in favor of the Delray Beach Library Association, Inc.
Section 4. The City shall transfer ownership of the current Library Site to the CRA, and
the CRA will transfer fee simple ownership to Parcel Three to the City.
Section 5. Parcel Three and the library building will be owned by the City and will be
subject to a 99 year lease in favor of the library with a 20 year option for the Library to purchase the
land and building.
$¢¢I/0n 6. The CRA shall receive monies up to the appraised value of Parcd Three
($1,700,000.00). The City will receive monies in excess of $1,700,000.00, minus expenses of sale
incurred by the CRA.
Section 7. Each Party will tender at their own cost, a Tide Insurance Commitment and
Policy to the receiving Party.
Section 8. All other terms and conditions are as set forth in the Tripartite and Interlocal
Agreement (and Amendment No. 1 and Amendment No. 2 thereto) included as Exhibit "A" hereto.
PASSED AND ADOPTED in regular session on this the
day ofJanuary, 2004.
ATI'EST:
MAYOR
City Clerk
2 RES. NO. 79-03