Res 03-08
RESOLUTION NO. 03-08
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DELRAY
BEACH, FLORIDA, AUTHORIZING THE CITY SELL TO BUYER CERTAIN
REAL PROPERTY IN PALM BEACH COUNTY, FLORIDA, LOCATED
BEHIND THE OLD LIBRARY, AS DESCRIBED HEREIN, HEREBY
INCORPORATING AND ACCEPTING THE CONTRACT STATING THE
TERMS AND CONDITIONS FOR THE SALE AND PURCHASE BETWEEN
THE BUYER AND THE CITY OF DELRAY BEACH, FLORIDA.
WHEREAS, the City of Delray Beach, Florida, wishes to sell certain pxopexry located behind the old library
and which is legally described below; and
WHEREAS, the Buyer hereinafter named desires to buy the property hereinafter described from the City of
Delray Beach, Florida; and
WHEREAS, it is in the best interest of the City of Delray Beach, Florida, to sell said property.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF DELRAY
BEACH, FLORIDA, AS FOLLOWS:
'on 1. That the Ciry Commission of the Ciry of Delray Beach, Florida, as Seller, hereby agrees to sell to
the CRA, as Buyer, fox which the City will receive all proceeds in excess of 1.7 million dollars received by the CRA
for the transfers of the property described herein as well as additional lands previously transferred by the City
pursuant to the Intexlocal Agreement dated July 1, 2003, as amended and the CRA in further consideration agrees to
pay maintenance and costs related to a public parking facility agreement fox public parking to be located at the old
library site. The pxopexry being transferred at this time is more particularly described as follows:
(Legal and Exhibit "A")
Section 2. That the textns and conditions contained in the contract for sale and purchase and addenda
thereto between the Ciry of Delray Beach, Florida, and the Buyer as hexeinabove named axe incorporated herein as
Exhibit "B".
PASSED AND ADOPTED in regular session on this 19a' day of February, 2008.
ATTEST:
~. ~~
i City Clerk
` MAYO
/'
EXHIBIT "A"
PARCEL 3 j itv Pax +ngI~tl:
Lots 14, 15 and 1 G, Block 101 of TOWN OF LINTON (now Delray Beach), according to the Plat thereof as
xecoxded in Plat Book 1, Page 3 of the Public Records of Palm Beach County, Florida.
Property Control No.12-43-46-17-O1-101-0140
thereof as xecoxded in Plat Book 1 Page 3 of the Public Records of Palm Beach County Florida
ProPetrty Control No 12-43-46-16-O1-101-0171
PAR .. 5 (Cha_mbex of Gommercel:
~ .h 52 feet of Lot 17 and Lot 18 LESS East 10 feet Road Rieht of Way, Block 101 of TOWN OF
LINTON (now Delx~ Beach according to the Plat thereof as recorded in Plat Book 1 Page 3 of the Public
Records of Palm Beach County. Florida.
'mac P~ Cnntro No 12-43-46-16-O1-101-0172
RES N0.03-OS
MEMORANDUM
TO: Mayor and City Commissioners
FROM: Susan A. Ruby, City Attorney
DATE: January 24, 2008
SUBJECT: AGENDA ITEM IO.A. -REGULAR COMMISSION MEETING OF FEBRUARY 19, 2008
RESOLUTION NO. 03-OS/CRA/TRIPARTY INTERLOCAL AGREEMENT
ITEM BEFORE COMMISSION
Our office seeks approval of the above-referenced agreement which would allow the transfer/sale of
Lots 14, 15, 16, 17, and 18 of Block I Ol to the CRA to facilitate the ultimate transfer by the CRA of the
entire Old Library Site to the Developer selected by the CRA for development of the entire site.
BACKGROUND
The City and the CRA have jointly promoted and sought the redevelopment of the property known as
the Old Library Site. The Delray Beach Community Redevelopment Agency ("CRA") issued a
Request for Proposals ("RFP") for the redevelopment of the property known as the Old Library
Site. The City of Delray Beach ("CITY") owns several parcels of land located within the Old Library
Site (the "City Parcels").
The Greater Delray Beach Chamber of Commerce ("CHAMBER") currently leases a building located
on one of the City Parcels included in the Old Library Site.
The City and the CRA previously entered into a Tripartite and Interlocal Agreement dated July 1, 2003,
in which the parties acknowledged the CRA's intention to develop the Old Library Site as part of the
CRA's redevelopment efforts. In order to facilitate the development of the Old Library Site, the CITY
and the CRA are desirous of entering into this Agreement in order to provide for the conveyance of the
City Parcels to the CRA for the purposes of the CRA conveying the City Parcels to a Developer. The
CRA intends to enter into an Agreement with the Development Group, for the development of the Old
Library Site and the City Parcels, with the intention of constructing a Hotel as well as office retail,
commercial, residential, and public parking areas. In conjunction with the development of the Old
Library Site, pursuant to the agreement between the CRA and the Developer, the Developer will
construct public parking on the Old Library Site that will serve to replace the public parking that will be
eliminated on the Property.
As part of the redevelopment of the Old Library Site, the Developer has elected to relocate the Chamber
to the City owned Old School Square Parking Garage retail space pursuant to an agreement entitled the
Chamber Relocation and Public Parking Space Agreement ("Chamber Relocation Agreement"). In
accordance with the terms set forth herein, the City shall convey the City Parcels to the CRA and as a
result, the City shall assign to the CRA, and the CRA shall assume the existing Chamber Lease, until
such time as the CRA conveys the City Parcels to the Developer, at which time the Developer shall
assume the Chamber Lease.
Pursuant to the previous Interlocal and Tripartite Agreement between the City, the CRA, and the Delray
Beach Public Library, as amended, the CRA is entitled to retain $1,700,000.00 realized upon the sale of
the Old Library Property to the Developer, and the City is entitled to receive all funds above the net sum
of $1,700,000.00. In addition, on September 20, 2007, the CRA agreed to pay to the City at closing the
sum of $315,450.00 which represents the difference between the total of the City's costs of constructing
the relocation space plus the Developer's cost of building out the interior (both of which are to be paid
by the Developer), and the market value of the relocation space as determined in the appraisal
completed by Anderson & Carr, Inc. dated July 18, 2007. In further consideration, the CRA shall pay
the City's share of the common area maintenance and other costs attributable to the public parking
facility at the Old Library Site which the City is obligated to pay pursuant to the Parking Facility
Easement Agreement, which is referenced in the Chamber Agreement and which will be worked out
between the parties prior to closing.
RECOMMENDATION
The City Attorney's office recommends approval of this agreement and adoption of the attached
resolution.
Meeting Date: January 24, 2008
Agenda Item:
Summary
TRI-PARTY AND INTERLOCAL AGREEMENT -OLD LIBRARY SITE
In July of 2003 the City, CRA, and pelray Beach Public Library Association, Inc. entered into a
Tripartite and Interlocal Agreement providing fior the relocation of the public library from SE 4`h
Avenue to CRA-owned property at 104 West Atlantic Avenue {former Kwik Stop and
Laundromat). The Agreement and subsequent amendments allowed for the exchange of the
CRA-owned site with the Gity-owned library property. The CRA's intent was to issue a Request
for Proposals (RFP) for the redevelopment of the old library property, as well as the adjacent
City parking lot and the Chamber of Commerce property {also owned by the City). The
Interlocal Agreement stated that at the time the properties were sold to a developer, the CRA
was entitled to receive the first $1.7 million of the sale proceeds. This amount was equivalent to
the appraised value of the West Atantic property the CRA had provided for the new library.
The City would receive the remaining proceeds #rom khe sale.
The library relocated into a new building on the West Atlantic site and the CRA issued an RFP
for the CRA and City-owned properties, which collectively became known as "The Old Library
Site." On October 12, 2008, the CRA considered two responses to the RFP and selected the
redevelopment proposal from Coastal Design and Development Group {GDDG). The
redevelopment proposal is for amulti-use complex that includes retail, office, a hotel and a
publiclprivate parking facility. Subsequent to that selection CRA staff and attorneys have been
working with the City and the development team to negotiate the terms of the purchase and
development contract. During the negotiating period a hotel partner, Ocean Properties, was
brought onto the development team, which is now known as Oid library Development LLG.
There were several requirements of the RFP that have had to be negotiated, including
relocation of the Chamber of Commerce and replacement of public parking that is currently on
the site. On September 20, 2007, the CRA board voted to approve a $315,450 contribution to
the City to relocate the Chamber of Commerce into the commercial space on the ground floor of
the newly constructed parking garage adjacent to Old School Square. An agreement between
the City, the developers, the CRA, and the Chamber of Commerce regarding the details of the
Chamber relocation and the public parking spaces will be brought #o the board at a future date
for approval. A separate agreement is also being prepared that will include details regarding the
long term maintenance and management of the replacement parking spaces.
On October 11, 2007 the preliminary Contract for Purchase and Sale between the CRA and Old
Library Development LLC was presented to the board. At that time the developers had some
remaining concerns with various provisions in the contract and the item was continued. The
City and CRA have continued to work on the issues related to the interests of all parties
concerned. At this time the City, CRA, and Chamber of Commerce are ready to consider the
attached Triparty and Interlocal Agreement regarding the transfer of the City-owned parcels to
the CRA as well as the Chamber of Gommerce lease.
The Agreement includes the following provisions:
• It restates the financial conditions that have been approved thus far, that is, the CRA witl
receive the first $1.7 million from the sale of the property to the developer and the CRA
will contribute $315,450 to compensate the City regarding the relocation of the Chamber
to the Old School Square garage.
It states that the GRA will pay the public"s pro-rata share of the costs of maintaining the
public parking spaces in the newly created public-private parking facility that the
developer is going to construct on the premises. The reason that the GRA is being
asked to cover these costs is because 95°l0 of the TIF that will accrue from this
development will go to the CRA, not the City. Details regarding fhe maintenance of the
parking facility will be addressed in a separate agreement.
• The City agrees to transfer ownership of its parcels to the CRA within 30 days of the
City's execution of the agreement.
• The CRA will assume the City's lease with the Chamber of Commerce. Under the
existing lease the Chamber does not pay rent but is responsible for maintenance of the
premises. The CRA agrees to assign the Chamber lease to the developer when the
property is sold.
• The CRA agrees to allow the property to be used for public parking until such time that
the property is sold to the developer.
• The CRA agrees to transfer the property back to the City and re-assign the Chamber
lease back to the City in the event that the closing with the developer does not take
place. If the CRA goes through with the sale of the property but later acquires it back
through its right of repurchase, the City has the right to get the property back. The Gity
will have to repay the CRA any money the City received for the property.
Approval of this agreement is an important step toward finalizing the negotiations that will result
in a very exciting redevelopment opportunity for the City and CRA properties. The hotel, office,
and commercial components will provide an estimated 250 permanent jobs in the heart of the
downtown. The projected increase in tax revenues over a ten (10} year period is more than
$3.5 million. When other impacts are added in, including impacts to the local economy from
retail sales, wages, and hotel bed taxes, the economic benefit of the project over a 10-year
period is estimated at just under $44 million. Having a new hotel in the downtown core will
bring economic benefits to the merchants and restaurants in the area.
Once this agreement is approved by alt parties, the related agreements can be brought to the
board for approval. These will include the Contract for Sale and Purchase between the CRA
and the developer, the Chamber Relocation Agreement, and the Public Facility Easement
Agreement.
Recommended Action
Approve the attached Triparty and Interlocai Agreement for the Conveyance of Real Property
Located Within Old Library Site.
Submitted bv: Diane Colonna. Executive Director
RESOLUTION NO. 03-08
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DELRAY
BEACH, FLORIDA, AUTHORIZING THE CITY SELL TO BUYER CERTAIN
REAL PROPERTY IN PALM BEACH COUNTY, FLORIDA, LOCATED
BEHIND THE OLD LIBRARY, AS DESCRIBED HEREIN, HEREBY
INCORPORATING AND ACCEPTING THE CONTRACT STATING THE
TERMS AND CONDITIONS FOR THE SALE AND PURCHASE BETWEEN
THE BUYER AND THE CITY OF DELRAY BEACH, FLORIDA.
WHEREAS, the City of Delray Beach, Florida, wishes to sell certain property located behind the
old library and which is legally described below; and
WHEREAS, the Buyer hereinafter named desires to buy the property hereinafter described from
the City of Delray Beach, Florida; and
WHEREAS, it is in the best interest of the City of Delray Beach, Florida, to sell said property.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF
DELRAY BEACH, FLORIDA, AS FOLLOWS:
Section 1. That the City Commission of the City of Delray Beach, Florida, as Seller, hereby
agrees to sell to the CRA, as Buyer, for which the City will receive all proceeds in excess of 1.7 million
dollars received by the CRA for the transfers of the property described herein as well as additional
lands previously transferred by the City pursuant to the Interlocal Agreement dated July 1, 2003, as
amended and the CRA in further consideration agrees to pay maintenance and costs related to a
public parking facility agreement for public parking to be located at the old library site. The property
being transferred at this time is more particularly described as follows:
(Legal and Exhibit "A")
Section 2. That the terms and conditions contained in the contract for sale and purchase and
addenda thereto between the City of Delray Beach, Florida, and the Buyer as hereinabove named are
incorporated herein as Exhibit "B".
PASSED AND ADOPTED in regular session on the day of , 2008.
ATTEST:
MAYOR
Clerk
EXHIBIT "A"
PARCEL 3 (City Pazkinx Lot):
Lots 14, 15 and 16, Block 101 of TOWN OF LINTON (now Delray Beach), according to the Plat thereof
as recorded in Plat Book 1, Page 3 of the Public Records of Palm Beach County, Florida.
Property Control No. 12-43-46-17-0]-101-0140
PARCEL 4 (City Pazkine Lot):
Lot 17 LESS South 52 feet Block 101 of TOWN OF LINTON (now Delray Beach), accordinE? to the
Plat thereof as recorded in Plat Book I Page 3 of [he Public Records of Palm Beach County, Florida.
Pronertv Control No. 12-43-46-16-01-101-0171
PARCEL 5 (Chamber of Commercel:
South 52 feet of Lot 17 and Loe 18 LESS East 10 feet Road Rioht of Way. Block 101 of TOWN OF
LINTON (now Delray Beach) accordin¢ to the Plat thereof as recorded in Plat Book 1, Paec 3 of the
Public Records of Palm Beach County, Florida.
Pr~erty Control No. ]2-43-46-16-OI-10]-0172
EXHIBIT "B"
REVISED 01/23/08
TRIPARTY INTERLOCAL AGREEMENT
FOR THE CONVEYANCE OF REAL PROPERTY
RELATIVE TO THE OLD LIBRARY SITE
This Tri-Party and Interloca! Agreement for the Conveyance of Real Property located
within the Old Library Site (tlae "Agreement") is made and entered into this day of
2008, by and between the City of Delray Beach, a Florida municipal
corporation, (the "CITY"), the Delray Beach Community Redevelopment Agency, a body
corporate and politic, created pursuant to Chapter 163, Florida Statutes, (the "CRA"), and
the Greater Delray Beach Chamber of Commerce, Inc., a Florida non-profit corporation
(the "CHAMBER").
WITNESSETH:
WHEREAS, the CITY and the CRA have jointly promoted and sought the
redevelopment of the property known as the Old Library Site; and
WHEREAS, the Delray Beach Community Redevelopment Agency ("CRA") issued a
Request for Proposals ("RFP") for the redevelopment of the property known as the Old Library
Site; and
WHEREAS, the City of Delray Beach ("CITY") owns several parcels of land located
within the Old Library Site (the "City Parcels"); and
WHEREAS, the Greater Delray Beach Chamber of Commence ("CHAMBER") currently
leases a building located on one of the City Parcels included in the Old Library Site; and
WHEREAS, the CITY and the CRA previously entered into a Tripartite and Interlocal
Agreement dated July 1, 20D3, in which the parties acknowledged the CRA's intention to
develop the Old Library Site as part of the CRA's redevelopment efforts; and
WHEREAS, in order to facilitate the deveiopment of the Old Library Site, the CI1'1' and
the CRA aze desirous of entering into this Agreement in order to provide for the conveyance of
the City Parcels to the CRA for the purposes of conveying the City Parcels to a Developer for the
development of a hotel facility on the Old Library Site including the City Pazcels; and
WHEREAS, the CRA intends to enter into an Agreement with the Development Group,
for the development of the Old Library Site and the City Pazcels, with the intention of
constructing a Hote] as well as office retail, commercial, residential, and public pazking azeas;
and
WHEREAS, in conjunction with the development of the Old Library Site, pursuant to
the agreement between the CRA and the Developer, the Developer will construct public parking
on the Old Library Site that will serve to replace the public pazlting that will be eliminated on the
Property; and
WHEREAS, as part of the redevelopment of the Old Library Site, the Developer has
elected to relocate the Chamber to the City owned Old School Square Pazking Garage retail
space pursuant to an agreement entitled the Chamber Relocation and Public Parking Space
Agreement ("Chamber Relocation Agreement'; and
WHEREAS, in accordance with the terms set forth herein, the City shall convey the City
Pazcels to the CRA and as a result, the City shall assign to the CRA, and the CRA shall assume
the existing Chamber Lease, until such time as the CRA conveys the City Parcels to the
Developer, at which time the Developer shall assume the Chamber Lease; and
WHEREAS, pursuant to the Interlocal and Tripartite Agreement between the City, the
CRA, and the Delray Beach Public Library, as amended, the CRA is entitled to retain $1,70f1,000
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realized upon the sale of the Old Library Property to the Developer, and the City is entitled to
receive all funds above the net sum of $1,700,000; and
WHEREAS, on September 20, 2007 the CItA agreed to pay to the Ciry at closing the
sum of $315,450.00 which represents the difference between the total of the City's costs of
constructing the relocation space plus the Developer's cost of building out the interior (both of
which aze to be paid by the Developer), and the market value of the relocation space as
determined in the appraisal completed by Anderson & Carr, Inc. dated July 18, 2007; and
'WHEREAS, in further consideration, the CRA shall pay the City's shaze of the common
area maintenance and other costs attributable to the public pazking facility at the Old Library Site
which the City is obligated to pay pursuant to the Parking Facility Easement Agreement, which
is referenced in the Chamber Agreement
NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained, the parties hereby agree as follows:
1. The above recitals aze hereby incorporated as if fully set forth herein and they
shall survive closing, together with any other term, condition, restriction, or covenant contained
in this Agreement which is intended to be performed after Closing.
2. DEFINITIONS. The following terms when used in this Agreement for
Conveyance shall have the following meanings:
2.1 Citv Parcels. That certain real property located in Palm Beach County,
Florida and more particularly described in Exhibit "A", attached hereto and made a part hereof.
2.2 Closine. The delivery of a Special Warranty Deed to CRA, that is
consistent with the terms of this Agreement. A copy of the Special Warranty Deed is attached
hereto as Exhibit "B", and is incorporated herein by reference.
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2.3 Closin¢ Date. The date upon which the closing occurs. The Closing Date
shall be no later than thirty (30) days subsequent to the date on which the City executes ties
Agreement.
2.4 Deed. A Special Warranty Deed, which shat] convey the City Parcels
from CITY to CRA.
2.5 Developer. Old Library Development, LLC, a Florida a Florida limited
liabiIiry company, as permitted Assignee of the successful proposer under the RFP.
2.6 Purchase and Sale A~eement. That certain Purchase and Sale Agreement
entered into between the CRA and the Developer for the development of the City Pazcels and the
Old Library Site.
2.7 Request for Pronosal. That Request for Proposal ("RFP") of the Old
Library Site dated February I, 2006 and amended on April 13, 2006, presented by Developer to
the CRA and approved by the CRA on October 12, 2006 and by the CITY on October 10, 2006.
2.8 CRA's Address. The Delray Beach Community Redevelopment Agency's
address is 20 North Swinton Avenue, Dehay Beach, Florida 33444, with copy to Donald J.
Doody, Esquire, of GOREN, CHEROF, DOODY AND EZROL, P.A. at 3099 East Commercial
Boulevazd, Suite 200, Fort Lauderdale, Florida 33308.
2.9 CITY's Address. The City of Delray Beach's address is 100 N.W. 1"
Avenue, Delray Beach, Florida 33444, with copy to Susan Ruby, City Artomey, 200 N.W. 1°
Avenue, Delray Beach, Florida 33444.
2.10 CHAMBER'S Address: The Greater Delray Beach Cbamber of
Commerce's address is 64 S.E. Su' Avenue, Delray Beach, Florida 33444.
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2.11 Other Defmitions. The terms defined in any part of this Agreement shall
have the defined meaning wherever capitalized herein. Wherever appropriate in this Agreement,
the singular shall be deemed to refer to the plural and the plural to the singular, and pronouns of
each gender shall be deemed to comprehend either or both of the other genders. As used in this
Agreement, the terms "herein", "hereof' and the like refer to this Agreement in its entirety and
not to any specific section or subsection.
3. CONVEYANCE OF CITY PARCELS.
3.1. Subject to the provisions of this Agreement, the CITY hereby agrees to
convey to the CRA, and CRA hereby agrees to accept from CITY, the City Parcels previously
identified in Exhibit "A" in return for the mutually agreed upon consideration, and upon and
subject to the terms and conditions set forth herein.
3.2. On the Closing Date, the CTTY shall convey to the CRA by Deed, fee
simple title to the City Pazcels identified in Exhibit "A", in its then "as is" condition. However,
notwithstanding the conveyance of the property in "as is" condition, the title of the property
conveyed by the City to the CRA shall be marketable and be free and cleaz of all liens, claims,
interests and possible liens claims, interests or encumbrances of whatsoever kind, type, nature,
description or characterization that exist as a matter of record. Prior to Closing, CRA shall have
the right to examine title at its sole cost and expense. In the event there is a defect in title, CRA
shall either accept title "as is" and close, or the CRA may cancel this Agreement no later than the
Closing.
3.3. On the Closing Date, the CITY shall assign the existing Lease with the
CHAMBER to the CRA, as provided herein, and the CRA shall assume the Lease with the
CHAMBER upon assignment by the CITY. Upon the assignment of the Lease to the CRA, the
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CHAMBER shall execute an estoppel certificate indicating that on the date of the assignment of
the Lease to the CRA that the CITY is in compliance with all terms and conditions of the Lease.
A similaz estoppel letter shall be provided by the CHAMBER at such time as khe Lease is re-
assigned to the CITY following the relocation of the CHA-FIBER to the Old School Square
Public Parking Garage.
3.4. In addition to the mutual promises and covenants contained herein, and in
consideration of the conveyance of the Ciry Parcels identified in Exhfbit "A" to the CRA,
pursuant to the Purchase and Sale Agreement, the Developer is roquired to construct public
pazking spaces on the Old Library Site. In accordance with the terms of an Agreement to be
known as the Parking Facility Easement Agreement to be entered into between the City and the
Development subsequent to the execution of this Agreement, the CRA shall reimburse the City
for costs associated with common azea maintenance and other related costs.
3.5. The conveyance includes:
3.5. i All buildings and improvements located on the City Parcels;
3.5.2 All right-of-ways, alleys, waters, privileges, easements and
appurtenances which are within the City Parcels, unless specifically excluded from
the conveyance;
3.5.3 The conveyance also includes any right of CITY to any unpaid
award to which CITY may be entitled: (1) due to taking by condemnation of any
right, title or interest of CITY and (2) for any damage to the City Parcels due to
change of grade of any street or highway. CITY will deliver to CRA at closing, or
thereafter on demand, proper instruments for the conveyance of title and the
assignment and collection of awazd and damages;
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3.5.4 All fixtures and articles of personal property attached to or used in
connection with the City Parcels, if any. CITY and CHAMBER represent that such
fixtures and articles are paid for and are owned by CITY or CHAMBER free and
clear of any lien or encumbrance. CITY and CHAMBER are to provide a list of
Personal Property to CRA within ten (10) days following the e#fective date of the
Agcement; and
3.5.5 To the extent transferable, all licenses, permits, contracts and ]eases, if
applicable, with respect to the City Parcels, if any.
3.5.6 The conveyance shall be subject to a right of reverter in favor of the
CITY in the event the CRA does not convey the property known as the Old
Library Site to the Developer, pursuant to the Agreement for Purchase and Sale
between the CRA and the Developer. In the event the CRA exercises its right of
repurchase as provided for in the Purchase and Sale Agreement entered into
between the CRA and the Developer, and receives fee simple title to the Property
originally sold to the Developer, then in that event, the CRA will convey back to
the CITY the Property described in Exhibit "A", subject only to the Permitted
Exceptions other than the reverter and right of repurchase. In consideration of the
CRA conveying the Property to the CITY, the CITY shall pay to the CRA at the
time of conveyance the sum of money representing the sum of all monies the
CITY received from the sale of Property to the Developer. CITY shall evidence
the release of the right of reverter upon the closing of the transaction between the
CRA and the Developer.
4. PERMITTED EXCEPTIONS:
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4.1. The right of post closing occupancy by the CHAMBER upon the terms
and conditions set forth in that certain Amended and Restated Lease dated February 7, 1997,
subject to the Consent to and Assignment of Lease to be executed by the CRA, CITY,
CHAMBER, at closing.
4.2. The right of reverter and repurchase described in Section 3.5.6 of this
Agreement.
4.3. The right of the CRA to re-assign the CHAMBER lease to the CITY, and
the acknowledgement from the CITY to accept the re-assignment in the event the CRA does not
convey the property ]mowtt as the Old Library Site, pursuant to the Agreement for Purchase and
Sale between the CRA and the Developer.
4.4. Restrictions, conditions, reservations, easements, and other matters
contained on the Plat of Town of Delray Beach, Florida (f/k/a Linton), as recorded in Plat Book
1, Page 3, Public Records of Palm Beach County, Florida.
4.5. Taxes for the year of the effective date of the policy and taxes and/or
special assessments which aze not shown as existing liens by the public records.
5. The CRA, its agents or representatives shall, have the reasonable right of access
to the City Pazcels for purposes of conducting such reasonable inspections and investigations of
the City Parcels for the suitability and acceptability of the City Parcels for the CRA. In the event
the results of such investigations and study shall render the City Pazcels unacceptable in such
party's full discretion, the CRA may cancel this Agreement by delivering written notice to the
CITY within such time. The CRA, its agents, or representatives shall not be entitled to perform
any work or cause any work to be done to the CITY's property which could result in a lien being
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paid therefore, and the CRA agrees, to the extent permitted by law to indemnify and hold the
CITY harmless for any and all work being so performed.
6. The CITY, CRA, and CHAMBER have the full power and authority to enter into
this Agreement and to assume and perform its obligations hereunder. No action by any federal,
state or municipal or other governmental department, commission, board, bureau or
instrumentality is necessary to make this Agreement a valid instrument binding upon the CITY
in accordance with its terms.
7. CITY shall convey the City Parcels to the CRA at closing, by delzvery of a
Special Warranty Deed, a copy of which is attached hereto as Exhibit "B", and incorporated
herein by reference.
8. The closing will take place at a mutually ageed time and place. In the absence of
an agreement, the closing will take place in the offices of Goren, Cherof, Doody & Ezrol, P.A.
located at 76 NE Fifth Avenue, Delray Beach, Florida 33483.
9. The CITY and CHAMBER shall maintain the City Parcels, as identified in
Exhibit "A", which is the subject of this Agreement, in the same condition as the City Parcels
exist on the date of this Agreement, ordinary weaz and teaz excepted. Each party shall beaz the
risk of loss relative to their respective properties prior to closing, and CHAMBER shall maintain
appropriate insurance to the extent of the full insurable value thereof. The CITY's and
CHAMBER'S responsibility to maintain the City Pazcels shall continue post-closing and until the
CRA transfers title to the Developer.
10. At closing, the CRA, CITY, and CHAMBER, shall enter into the Consent to and
Assignment of the Amended and Restated Lease dated February 7, 1997 from the CITY to the
CRA ("Assignment"), for the property on which the CHAMBER is located. A copy of the
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Consent to and Assignment of the Amended and Restated Lease dated February 7, 1997 from the
CITY to the CRA, is attached hereto as Exhibit "C", and incorporated herein by reference. In
conjunction with the Assignment, and in consideration of the relocation of the CHAMBER's
business, as provided in the Purchase and Sale Agreement between the CRA and the Developer,
the CITY and the CHAMBER will enter into an Amendment to the Amended and Restated
Lease to provide for the termination of the existing lease at the CHAMBER's current business
location, and the relocation of the CHAMBER to another property. This provision shall survive
the closing of the conveyance of the City Parcels from the CITY to the CRA.
11. The CRA agrees that it shall not close the transaction with the Developer for the
conveyance of the Old Library Site and the City Parcels unless all the conditions contained in the
Agreement for Purchase and Sale with the Developer, and paragraph 13 as set forth in the
Chamber Relocation Agreement, have been fully satisfied.
12. PARKING RIGHTS. Upon conveyance by the CITY to the CRA of the City
Parcels, the CITY shall continue to have the right to use the City Parcels for public parking until
the Closing, or such later date as provided in the Purchase and Sale Agreement.
13. COSTS. All expenses incurred which may include documentary stamps to be
affixed to the deed and the recording of the deed shall be borne by CRA, its successors and
assigns.
I4. NOTICE. All written notices shall be deemed effective if sent to the following
places:
CRA: Delray Beach Community Redevelopment Agency
Diane Colonna, Executive Director
20 N. Swinton Avenue
Delray Beach, FL 33444
10
With a Copy to: Donald J. Doody, Esq.
Goren, Cherof, Doody and Ezrol, P.A.
3099 East Convnercial Boulevard, #200
Fort Lauderdale, Florida 33308
CTTY: City of Delray Beach
David T. Harden, City Manager
100 NW 1~` Avenue
Delray Beach, FL 33444
With a Copy to: Susan Ruby, City Attorney
200 NW la Avenue
Delray Beach, FL 33444
Steve Rubin, Esq.
980 N Federal Hwy Ste 434
Boca Raton Florida 334322712
CHAMBER: Greater Delray Beach Chamber of Commerce, Tnc.
Bil] Wood, President
64 S.E. Ss' Avenue
Delray Beach, FL 33444
15. EFFECTT'VE DATE. This Agreement shall be deemed effective as of the last
date that the document is executed by either all of the parties.
16. DEFAULT.
16.1 In the event the CITY fails to convey title to the CRA in accordance with
the terms and provisions set forth herein, then in that evens, the CRA may elect to ternrinate this
Agreement or it may proceed to seek equitable relief, which shall include specific performance.
16.2 th the event the CRA fails to perform in accordance with the terms and
provisions set forth herein, than in that event the CITY shall have the right Eo teaninate this
Agreement or proceed to pursue all available remedies available to it pursuant to Florida law.
17. GOVERNING LAW. This Agreement shall be governed by the laws of the State
of Florida.
I1
18. ENTIRE AGREEMENT- All prior understandings and agreements between the
parties aze merged in this Agreement. This Agreement completely expresses their full
agreement.
19. ENFORCEABILITY. If any provision in this Agreement shall be held to be
excessively broad, it shall be construed, by limiting and reducing it, to be enforceable to the extent
compatible with applicable law. If any provision in this Ageement shall, notwithstanding the
preceding sentence, be held illegal or unenforeeable, such illegality or unenforceability shall not
affect any other provision of this ageement.
20. NO MERGER All warranties, representations, covenants, terms and conditions
herein contained shall survive the delivery and recording of the deed for a period of nine months.
21. NO ORAL CHANGE. This Agreement may not be changed or amended orally.
22. SUCCESSORS. This Agreement shall apply to and bind the distributors,
executors, administrators, successors and assigns of CRA, CITY, and CIIAMBER.
23. COUNTERPARTS: This Agreement may be executed in two or more
counterparts, each of which shall be and shall be taken to be an original and all collectively
deemed one instrument.
24. The parties hereto agree that a facsimile copy hereof and any signatures hereon
shall be considered for all purposes as originals
25. RADON GAS: Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may present health risks to persons who aze
exposed to it over time. Levels of radon that exceed federal and state guidelines have been found
in buildings in Florida. Additional information regarding radon and radon testing may be
obtained from your county health unit.
]2
26. RECORDATION: Upon foil execution of this Agreement, this Agreement (less
attachments) shall be recorded in the public records of Palm Beach County, Florida.
27. POST CLOSING: It is the intent of the parties to this Agreement that the terms
and provisions set forth herein shall survive the closing between the CITY and the CRA.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates indicated
below:
ATTEST:
Chevelle Nubin, CMC, City Clerk
CITY OF DELRAY BEACH, FLORIDA
By:
Approved as to Form:
Attorney
ATTEST:
Mayor
DELRAY BEACH COMMUNITY
REDEVELOPMENT AGENCY
Secretary By: Frank Wheat, Chair
ATTEST: GREATER DELRAY BEACH CHAMBER
OF COMMERCE, INC.
Secretary By: William J. Wood, President
13
E}ITT A
Legal Description of the Clty Parcels
PARCEL 3 (Gifu Pazking~:
Lots 14, 15 and 16, Block 101 of TOWN OF LIlV1'ON (now Delray Beach), according to the
Plat thereof as recorded in Plat Book 1, Page 3 of the Public Records of Palm Beach County,
Florida
Property Control No. 12-43-46-17-01-10i-0140
PARCEL 4 (Gifu Parking L.otl:
Lot 17, LESS South 52 Feet, Block 101 of TOWN OF LINTON (now Delray Beach), according
to the Plat thereof as recorded in Plat Book 1, Page 3 of the Public Records of Palm Beach
County, Florida.
Property Control No. 12-43-46-16-01-101-0171
PARCEL 5 (Chamber of Commercel:
South 52 feet of Lot 17 and Lot 18 LESS East 10 feet Road Right of Way, Block 101 of TOWN
OF LINTON (now Delray Beach), according to the Plat thereof as recorded in Plat Book 1, Page
3 of the Public Records of Palm Beach County, Florida.
Property Control No. 12-43-46-16-01-101-0172
14
EXHIBFT' B
Special Warranty Deed 1~ortn
This Ivsonmem Prepared by and Rehm to:
Doosld J. Aoody, Esrynire
GOREN, CHEROF, IN)ODY ~. EZAOL, PA.
3099 East Commercial Boulevard, Suite 200
Fort Isuderdaie, florida 33308
PIN: 12-43316-]7-01-101-0140
12-436-16-01-101-0171
123-4Cr 16-01-101-0172
SPECIAL WARRANTY DEED
THIS INDENTURE, made this day of , 2008 by and between the City of
Delray Beach, a Florida municipal corporation; hereinafter referred to as "Grantor" and the Delray Beach
Community Rcdevelopmcnt Agcncy, a Florida public body corporate and politic created pursuant to Section
163.35b F.S, whose post office address is 20 North Swinton Avenue, Delray Beach, Florida 33444,
hereinafter refeaed to as "Grantee."
WITNESSETH:
That said Grantor, for and in consideration of the sum of TEN ($10.00) DOLLARS, and other good
and valuable considerations to Grantor in hand paid by Grantee, the receipt whereof is hereby aclrnowledged,
has granted, bargained and sold to the Grantee, and Grantee's successors and assigns forever, the following
described land, situate, lying and being in PALM BEACH County, Florida, to wit:
SEE ATTACHED EXHIBIT A
SUBJECT TO: This conveyance is subject to a Right of Reverter in favor of the Grantor (City) in the
event the Grantee (CRA) does not convey the property (mown as the Old Lbrary Site to the Developer,
pursuant to the Agreement for Purchase and Sale between the CRA and Developer
SUBJECT' TO: Zoning, tcshictions, prohibitions and other requirements imposed by governmental
authority; restrictions and matters appearing on the plat or otherwise common to the subdivision; public
utility easement of record; taxes for current year and subsequent years.
And the Grantor hereby fully warrants the title to said land and will defend the same against the
lawful claitns of all persons clairtung by, through or under said Grantor but against none other.
[SIGNATURE CLAUSE FOLLOWS]
IS
IN WITNESS WHEREOF, Grantor has hereunto set Grantor's hands the day and yeaz first above
written.
Signed, sealed and delivered City of Delray Beach, a Florida municipal
in our presence: corporation
(Print or Type Namc)
(Print or Type Name)
STATE OF FLORIDA
COUNTY OF PALM BEACH
~' -
Title:
The foregoing insWment was aclatowledged before me this day of 2008 by
as of the City of Delray Beach, a Florida municipal
corporation, on behalf of the City, who is personally known to me or has produced a Florida driver's license
as identification.
NOTARY PUBLIC
16
EJCIHBIT C
Consent and Assignment Form
CONSENT TO AND ASSIGNMENT OF AMENDED AND RESTATED LEASE
DATED FEBRUARY 7, 1997
THIS CONSENT AND ASSIGNMENT OF THE AMENDED AND RESTATED LEASE is made
on this _ day of , 2007 by and between the City of Dehay Beach, a Florida municipal
corporation, hereinafter the "Assignor" and Delray Beach Community Redevelopment Agency, a Florida
public body corporate and politic created pursuant to Secfion 163.356, hereinafter the "Assignee"
WITNESSETH:
WHEREAS, an June 20, 1967, the City of Delray Beach (Assignor) entered into a Lease with the
Greater Delray Beach Chamber of Commerce, Inc. (the "Lessee") with respect to certain premises located at
64 SE 6°i Avenue, Delray Beach, Florida, as subsequently amended in January 23, 1968; July 9, ]968 and
January 9, 1996 (the "Lease Agreement").
WHEREAS, on Febmary 7, 1997, the City of Delray Beach (Assignor) and the Chamber of
Commerce amended and restated the lease dated January 9, 1996 (the "Amended and Restated Lease
Agreement's to include additional property located at 76 SE 5"' Avenue, Dehay Beach, Florida, more
particulazly described in Exhibit A, attached hereto and made a part herein (the "Premises'. The term of the
Amended and Restated Lease Agreement ends on January 31, 2060.
WHEREAS, City of Delray Beach and the Delray Beach CRA previously entered into an Interlocal
Agreement to acknowledge the Delray Beach CRA's intention to develop the Old Library site as part of the
CRA's redevelopment efYotts;
WI-IF?RBAS, the Delray Beach CRA has entered into an Agreement with a Developer for the
development of the Old Library Site which includes the Premises owned by the City of Delray;
WHEREAS, the City of Dehy Beach (Assignor) desires to assign its interest in the Amended and
Restated Lease Agreement to the Delray Beach CRA (Assignee); and
WHEREAS, the Chamber of Commerce (Lessee) does not have any objection to the assignment of
the Amended and Restated Lease Agreement to the Delray Beach CRA;
THEREFORE, in consideration of the covenants, conditions and agreements contained in the
above-referenced documents and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. That the foregoing recitals aze ave and coaect and incorporated herein as if set forth in full.
2. The City of Delray Beach (Assignor) hereby grants, transfers and assigns unto the Deltay Beach
CRA (Assignee), its successors and assigns, any and all of the City's rights, title, interests,
privileges and powers in, to, under and with respect to the Amended and Restated Lease
Agreement
3. The Assignee hereby undertakes the monthly rent payments due to the City of Delay ac
Landlord and arty other obligations as acquired by and in accordance with the terms of the Lease
17
Ageement.
4. This Assignment shall be binding and inure to the benefit of [he parties hereto aad their
respective successors andJor assigns.
5. In the event that the transaction contemplated in the Purchase Agreement by and between the
Delray Beach CRA and the Old Library Development, LLC is not concrrmmated, the Delray
Beach CRA shall assign back to the City and the City shall accept the assignment of the
Amended and Restated Lease Agreement.
6. This Assignment may be separately executed by each of the parties hereto upon a separate copy
in which event all such copies together shall constitute a single counterpart of this Assignment
7. This Assignment shall be governed and construed in al] respects by the laws of the State of
Florida
IN WITNESS 'UVHEREOF, the parties hereto have executed this Assignment of Leese Agreement on
the date first written above.
Assignor:
CITY OF DELRAY BEACH
CONSENT BY:
Lessce:
GREATER DELRAY CHAMBER OF
COMMERCE, INC.
By:
Tidc: Signed on
H:52006\060045~A8-01-23 Interlowl Agreement -clean coPY.doc
By: _
Title:
Assignee:
DELRAY BEACH COMMUNITY
REDEVELOPMENT AGENCY
By: _
Title:
18
J
MEMORANDUM
TO: Mayor and City Commissioners
FROM: City Manager
DATE: February 1, 2008
SUBJECT: AGENDA ITEM 10.B -REGULAR COMMISSIQN MEETING OF FEBRUARY 5, 2008
RESOLUTION N0.03-OS/CONTRACT FOR SALE AND PURCHASE OF
PROPERTY/CRAlI'RIPARTY AND INTERLOCAL AGREEMF,NT
BACKGROUND
There was an error made by the newspaper regarding the publishing date for this resolution. The ad was
not published for the second time on February I as it should have been. The newspaper will be
republishing the ad at no charge to the City for the February 19 meeting.
www.bocanews.com®Boca Raton/Delray Beach News Friday-Saturday,January 25-26,2008 l
ANNOUNCEMENTS
I
�tfi3
1•
NOTICE OF INTENT
TOTRANSFERISELL
REAL PROPERTY
NOTICE IS HEREBY GIVEN that the
City of Delray Beach, Florida, an-
nounces its intention to transferlseh
additional real property to the CRA to I
allow development of the Old Lbrary
site.The real property to be trans-
fened is:
PARCEL 3{City Park'mg Lot)
Lots 14, 15 and 16, B€ock 101 of
TOWN OF LINTON {now Delray
Reach),according to the Plal thereof
as recorded in Plat Bock 1,Page 3 of
the Public Records of Palm Beach
County,Florida.
Properly Contrel No.12-43.46.17.01-
101.0140
PARCEL 4{City Parking Lot),
Lot 17,LLSS South 52 feet,Blocq 101
of TOWN OF LINTON (naw Delray
.Beach),according to the Plat thereof
•as recorded in Plat Bock 1,Page 3 of
the Public Records of Palm Beach
County,Florida.
'Property Control No 12-43-46-i6-01-
101-0171
PARCELS(Chamber of Commerce):
South 52 feel of Lot 17 and Lot 18
LESS East 10 feel Road Right of Way
Block 101 of TOWN OF LINTON(now
Delray Beach),according to the Plat
thereof as recorded In Plat Book 1,
Page 3 of the Public Records of Palm
Beach Ccuirty,Florida,
Property Ccntrol No.1243-4G-16-01-,
101-0172
Other terms of the Iransferlsale are
contained In the TdparEy,and Interle-',
cal Agreement:or the Conveyance of
Real Property Located Adjacent to the
Old Library Site.A resolution of the
City Commission authorizing the
lransfedaaie of real property incorpa-
rating the terms and conditions there"
ot,will be considered at a public hear-
ing to be held on February 5,2000 of
7'00 pm-at City Hall, 100 N.W. 1st
Avenue,Delray Beach,Florida
CITY OF DELRAY BEACH,FLORIDA
Cheuelle O.Nubia,CMC
City Clerk
Publish:January 25,2006 and
February 1,2008
Boca RatonfDalray Beach News
Boca Raton/Delray Beach News-Monday, February 4, 2008 a www.bocanews.com s
NOTICE OF INTENT
TOTRANSFERlSELL REAL.
PROPERTY
NOTICE IS HEREBY GIVEN that the
City of Delray Beach,Florida, an-
nounces its intention to transfer/sell. -
additionaldreal property the CRA to
allow development of the
Old Library
site.The real property to be trans-
ferred is: -
PARCEL 3(City Parking Lob:
Lois 14, 15 and 16, Block 101 of
TOWN of LINTON (now Delray
Beach),according to the Plat thereof
as recorded in Plat Book 1,Page 3 of
the Public Records of PalmBeach
Counly,Florida.
Properly Control No,12-43.46-17-01-
101-0140
PARCEL 0.(City Parking tat):
LESS South feet,Block F
of •, 1 r,-` ,1VE°!J
of TOC a
WN OF LINTON (now Delray �►'1,td
Beach),according to the Plat thereof
a$recorded in Plat Book 1,Page 3 of
the Puhlle Records of Palm Beach a J
Counly,Florida.
Property Control No.12-4a-4&-16-01-
101.6171
i PARCEL 5(Chamber of Commerce};
;South 52 feel of Lvt 17 and Lot 113
LESS Last 10 feet Road Bight of Way,
Block 101 of TOWN OF LINTON(now ( �'�
Delray Reach),according to the Plat
Ihereef as recorded in Piat Book 1, :�
Page 3 of the Public Records of Palm
Beach Counly,i-larida.
Property CanIr01 Na.72.43.46.16-01-
707.0172
Other terms of the mansferrsale are
contained In the Triparfy and Intend- ti
cal Agreement for the Conveys lee of )
Real Properly Site.
A r A resolution
1f the - p
Old Library Site.A resolution of the U
City Commission authorizing the g
transferlsale et real property'mcorpo-
rating the[arms and conditions there- 1,
,of,will be Considered at public hear-
ing to be held on February
TS,2008 at 6y-
7:00 p.m,at City Hall, 100 N.W.1st
Airanue,Delray Beach,Florida
CITY OP DELRAY BEACH,FLORIDA
By:Cheveila D Nubin,CMC `
-
Oily Clerk
Publish:February 4&11,2008
Baca Raton/Delray Beach News
Boca Raton/Delray Beach News-Monday,February 11, 2008®www-bocanews.com 6
�'arxc�s
goo IRtdPJC3r3f�CEME'f�TS
NOTICE OF INTENT ��1
TO TRANSF15MELL REAL i
PROPERTY
NOTICE IS HEREBY GIVEN that the
City of Delray Beach, Florida, an-
nounces its Intention to transferlself
additional real property to the CRA to
allow development of the Old Library
site.The real property to be trans-
ferred
is:
PARCARCBL 3(City Parking Lal):
Lots 14, 15 and 16, Block 101 of
TOWN OF LINTON (now Delray
Beach),according to the Plat thereof fE }
as recorded in Plat Bock 1,Page 3 of § f
.the Puhire Records of Palm Beach LL��
'County,F€orida.
Property Conlroi No.12.43-46-17-01-
101-0140 ' r ,t
PARCEL (City Parking Lot):
Lot 17,LESS South 52 feet,Block 101
of TOWN OF LINTON (now Delray =
Beach),according to the Plat thereof
as recorded in Plat Book 1.Page 3 at, 1
the Public Fecords of Palm Beach'
County,Florida.
Property Control No.12-43-46.16-01.
101.0171
PARCEL 5(Chamber of Commerce):
South 52 feel of Lot 17 and Lot 1d
LESS East 10 feel Road Right of Way,
Block 101 of TOWN OF UNTON(now
Defray Beach),according to the Plat
thereof as recorded in Plat Book 1,
Page 3 of the Rallie Records of Palm
Beach County Florida.
Property Control No,12-43-46-16-01-
101-0172
Other terms of the transferlsale are
contained in the Triparly and Inlera,
cal Agreement for the Conveyance of
Real Property Located Adjacent to the
Old Literary Site.A resolution of the
City Commission authorizing the
transferlsale of real property lneorpo-1
rating the terms and conditions there-
of,will be considered at a pull',hear-
ing to ha held on February 19,2006 at
7:00 p.m.at City Hall, 100 N.W.1st
Avenue,Delray Beach,Florida.
CITY OF DELRAY BEACH,FLORIDA
By:Cheuelle D.Nubin,CMC
City Clerk
Publish:February 4&11,2006
Boca Ralor lDe€ray Beach News