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HomeMy WebLinkAbout1995-054 Twin City Mall Developers Agreement1 1 RESOLUTION NO. 54-95 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA, AUTHORIZING AND DIRECTING THE MAYOR AND VILLAGE CLERK TO ENTER INTO A LETTER OF AGREEMENT AND ESCROW AGREEMENT WITH TWIN CITIES INVESTORS, INC., DEVELOPERS OF NORTH LAKE, INC. AND. THE TOWN OF LAKE PARK, A MUNICIPAL CORPORATION, WHICH LETTER OF AGREEMENT AND ESCROW AGREEMENT ARE FOR THE PURPOSES OF INSURING ABATEMENT OF ASBESTOS, DEMOLITION OF THE TWIN CITY MALL/SEARS MAIN BUILDING AND SEEDING OF THAT CERTAIN REAL PROPERTY LOCATED AT THE SOUTHWEST CORNER OF NORTHLAKE BOULEVARD AND U.S. HIGHWAY ONE WITHIN THE C-3 REGIONAL BUSINESS DISTRICT AND APPROVED FOR A PLANNED UNIT DEVELOPMENT BY ORDINANCE NO. 33-95 OF THE VILLAGE; AND, PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Village Council of the Village of North Palm Beach, Florida, has enacted Ordinance No. 33-95 approving a Planned Unit Development upon those certain lands located at the Southwest corner of Northlake Boulevard and U.S. Highway One (formerly known as the Twin City Mall) located in C•-3 Regional Business District and more particularly described in Exhibit "A" of such Ordinance; and WHEREAS, the Village Council of the Village of North Palm Beach is desirous of entering into a Letter of Agreement and Escrow Agreement with the developers of such Planned Unit Development for the purposes of insuring abatement of asbestos, demolition of the Twin City Mall/Sears Main Building and seeding of such real property. BE IT RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM BEACH, FLORIDA: Section 1. The Village Council of the Village of North Palm Beach, Florida, does hereby approve the Letter of Agreement and Escrow Agreement attached as Exhibit "A" which agreements are for the purpose of insuring abatement of asbestos, demolition of the Twin City Mall/Sears Main Building and seeding of that certain real property encompassed in the Planned Unit Development created by the Village Council under Ordinance No. 33-95. Section 2. The Mayor and Village Clerk are hereby authorized and directed to execute the Letter of Agreement and Escrow Agreement with Twin Cities Investors, Inc., Developers of North Lake, Inc. and the Town of Lake Park, a municipal corporation, attached as Exhibit "A" for and on behalf of the Village of North Palm Beach. Section 3. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED THIS 20th DAY OF November 1995. (Village Seal) ATT ij �./�1!.er�4.+//(lr �� aria".. -- VILLAGE CLERK YOR SAMUEL J. CANTOR, P.A. ATTORNEY AT LAW 1489 W. PALMETTO PARK ROAD. SUITE 485 BOCA RATON. FLORIDA 33486 (407) 361-9839 TELEFAX (407) 361-9533 SAMUEL J. CANTOR' ' ALSO MEMBER OF PENNSYLVANIA BAR November 1, 1995 Mayor Tom Valente VILLAGE OF NORTH PALM BEACH 501 U.S. Highway 1 North Palm Beach, Florida 33408-4906 Mayor Will Wagner TOWN OF LAKE PARK 535 Park Avenue Lake Park, Florida 33403 Re: LETTER OF AGREEMENT Dear Mayors Valente and Wagner: In regard to the ongoing discussions as to the date or schedule for the demolition of the Twin City Mall or the need to post a bond or guarantee hereof, the Developer will agree to the following: That the Village of North Palm Beach and the Town of Lake Park ("the Cities") can withhold the issuance of the second Certificate of Occupancy (currently anticipated to be the Radio Shack outparcel building), pending the abatement of asbestos and the commencement of the demolition of the Twin City Mall/Sears main building ("Building"), or the Developer will place a sum of money sufficient for asbestos abatement and demolition of the Building (the "Work") in an interest bearing escrow account with the law firm of Strawn, Monaghan & Cohen, P.A., interest to accrue to the Developer, for the purpose of guaranteeing the asbestos abatement and demolition of the Building within three (3) months of posting the escrow money. The amount of monies sufficient for the Work shall be determined by staff of the two cities based upon bids or contracts obtained and presented by the Developer. The escrow monies will be used to pay the contractors chosen by the Developer in accordance with contracts for the Work, provided that, the Village or the Town may utilize the escrow monies to pay for the Work if the Developer does not complete the asbestos abatement and initiate the demolition within the three month deadline stated above. Mayor Tom Valente Mayor Will Wagner Page 2 November 1, 1995 On a related matter, if the project comes to a standstill at five (5) months after the second Certificate of Occupancy is issued, the Developer will place a sum of money sufficient to seed the entire demolished site (the "Site Work") in an interest bearing escrow account with the law firm of Strawn, Monaghan & Cohen, P.A., interest to accrue to the Developer, for the purpose of guaranteeing the Site Work within three (3) months of posting the escrow money. The amount of monies sufficient for the Site Work shall be determined by staff of the Cities based upon bids or contracts obtained and presented by the Developers. The escrow monies will be used to pay the contractors chosen by the Developer in accordance with contracts for the Site Work, provided that, the Village or the Town may utilize the escrow monies to pay for the Site Work if the Developer does not complete the site work within the three month deadline stated above. If the foregoing terms are acceptable to the Cities, please indicate your approval by executing this Letter of Agreement in the space given below. Very truly yours, TWIN CITIES INVESTORS, INC. and DEVELOPERS OF NORTHLAKE, INC. AGREED AND ACCEPTED: CITIES: VILLAGE OF NORTH PALM BEACH By ()Avg Its: Mayor Dated: November 20, 1995 THE TOWN OF LAKE PARK By:_ irl:S0 „.&t Its: Mayor Dated: December 6, 1995 ATTEST: Town Cler 1 1 ESCROW AGREEMENT This Escrow Agreement executed by the TWIN CITIES INVESTORS, INC. and DEVELOPERS OF NORTHLAKE, INC. ("Developer") and the Village of North Palm Beach, Florida and the Town of Lake Park ("Cities") and Strawn, Monaghan & Cohen, P.A., c/o Timothy E. Monaghan, 54 Northeast Avenue, Delray Beach, Florida 33483 ("Agent"); referred to collectively as "the Parties". Developer hereby delivers to Agent the instruments, documents, money or property, hereafter sometimes called "Items", as required by the Letter of Agreement ("Agreement") between the Cities and Developer, dated the day of , 1995. The Items described in the attached Schedule "A" are to be held and disposed of by Agent in accordance with the directions contained in the attached Schedule "B", which said Schedule contains the Agreement, and on the following terms and conditions. SECTION ONE position of Agent Agent, acts hereunder as a depositary only and is not a party to or bound by any agreement or undertaking which may be evidenced by or arise out of any Items deposited with it hereunder, and is not responsible or liable in any manner for the sufficiency, correctness, genuineness or validity of any of the Items and undertakes no responsibility or liability for the form of execution of such Items or the identity, authority, title, or rights of any person executing or depositing any of the Items described in Schedule "A". SECTION TWO Liability of Agent Agent shall not be liable for any error of judgment or for any act done or omitted by it in good faith, or for anything which it may in good faith do or refrain from doing in connection herewith. No liability will be incurred by Agent if, in the event of any dispute or question as to the construction of the directions in Schedule "B", it acts in accordance with the opinion of its legal counsel. SECTION THREE Notices of Default All notices of default of any persons shall be given in writing to Agent. Unless written notice shall be so given, Agent shall not be required to take or be bound by notice of any default or to take action concerning such default. If written notice of default is properly given and Agent is required on receipt thereof to take any action with respect to such default, and such action involves any expense or liability, Agent shall not be required to 1 take any action unless it is indemnified against such expense or liability in a manner satisfactory to it. SECTION FOUR Documents Agent is authorized to act on any document believed by it to be genuine and to be signed by the proper party or parties, and will incur no liability in so acting. SECTION FIVE Adverse Claims In the event of any disagreement or the presentation of adverse claims or demands in connection with or for any Item affected hereby, Agent shall, at its option, be entitled to refuse to comply with any such claims or demands during the continuance of such disagreement and may refrain from delivering any Item affected hereby, and in so doing Agent shall not become liable to the undersigned, or any of them, or to any persons named in the attached Schedules, or to any other person, due to its failure to comply with any such adverse claim or demand. Agent shall be entitled to continue, without liability, to refrain and refuse to act: A. Until all the rights of the adverse claimants have been finally adjudicated by a court having jurisdiction of the parties and the Items affected hereby, after which time the Agent shall be entitled to act in conformity with such adjudication; or B. Until all differences shall have been adjusted by agreement and Agent shall have been notified thereof and shall have been directed in writing signed jointly or in counterpart by the undersigned and by all persons making adverse'claims or demands, at which time Agent shall be protected in acting in compliance therewith. SECTION SIX Compensation; Lieu Agent shall have a first lien on all Items held by it herewith 2 1 for its compensation and for any costs, liability, expense or fees it may incur. EXECUTED ON BEHALF OF TWIN CITIES INVESTORS, INC. and DEVELOPERS OF NORTHLAKE, INC. DEVELOPER By: f Sa J Can r Attorney/for Its: G ,dT Date: - 4 l 9S CITIES: VILLAGE OF NORTH PALM BEACH tat Mayor November Cu, 199b THE TOWN OF LAKE PARK By: Its: Mayor I/ Dated: December 66,7 , 1995 V�/ ATTEST:A*aLtaX j2.:, Town Clerk r ,L, 3 1 1 RECEIPT BY AGENT Agent acknowledges receipt of the Items and agrees to hold and dispose of the Items in accordance with the terms and conditions of this Escrow Agreement and the directions contained in Schedule "B" hereof. Witnesses: STRAWN, MONAGHAN & COHEN, P.A. By: Timothy E. Monaghan Dated: 1 1 Schedule "A" The sum of $ cash deposited in the Trust Account of Strawn, Monaghan & Cohen, P.A. 1 1 Schedule "8" 'Jotter of Agreement K:\WORK\-TLP\4101\TCM.ESC