1995-054 Twin City Mall Developers AgreementRESOLUTION 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 ARS 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 THS 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 Pa].m
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.
(Vi]lage Seal) '^'- "
YOR
ATT
VILLAGE CLERK
SAMUEL J. CANTOR, P.A.
ATTORNEY AT LAW
1.489 W. PALMETTO PARK ROAD, SUITE 485
BOCA BATON, FLORIDA 3348G
(4071 381-9839
TELEFAX (4071 381.9533
SAMUEI. J. CANTOR'
' ALC>O MF.HFlF.R OF FERN6YLVANIA 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.
CITIES:
VILLAGE OF NORTH PALM BEACH
B~ (~~.~
Its: Mavor
Dated: November 20, 1995
r
SEAL
THE TOWN OF LAKE PARK
AGREED AND ACCEPTED:
ESCROW AGREEMENT
' This Escrow Agreement executed by the
INC. and DEVELOPERS OF NORTHLAKE, INC.
Village of North Palm Beach, Florida and
("Cities") and Strawn, Monaghan & Cohen,
Monaghan, 54 Northeast Avenue, Delray
("Agent"); referred to collectively as "th
TWIN CITIES INVESTORS,
("Developer") and the
the Town of Lake Park
P.A., c/o Timothy E.
Beach, Florida 33483
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
take any action unless it is indemnified against such expense or
liability in a manner satisfactory to it.
' SECTION FOUR
ocuments
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
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:
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
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
Comoensationt Lien
Agent shall have a first lien on all Items held by it herewith
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for its compensation and for any coats, liability, expense or fees
it may incur.
' EXECUTED ON BEHALF OF TWIN
CITIES INVESTORS, INC. and DEVELOPERS
OF NORTHLAKE, INC.
DEVELOPER
CITIES:
VILLAGE OF NORTH PALM BEACH
B.. ~/
Its: Mayor
Dated: oar ~Ii+ Z~
1
3
THE TOWN OF LAKE PARK
t RECEIPT BY AdENT
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:
U
STRAWN, MONAGHAN & COHEN, P.A.
By:
Timothy E. Monaghan
Dated:
4
Schedule "A"
The sum of $ cash deposited in the Truat
Account of Strawn, Monaghan & Cohen, P.A.
1
Schedule "8"
Letter of Agreement
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