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HomeMy WebLinkAboutAgreement_General_7/28/1992_Palm Beach County (for Library)Pq" 1034 0 PALM BEACH COUNTY REAL PROPERTY LAND LEASE AGREEMENT between PALM BEACH COUNTY and VILLAGE OF TEQUESTA • • TABLE OF CONTENTS PAGE ARTICLE I BASIC LEASE PROVISIONS Section1.01 Premises ...................................... 1 Section 1.02 Length of Term and Commencement Date.......... 1 ARTICLE II RENT Section'2.01 Annual Rent ................................... 1 Section2.02 Assessments ................................... 1 ARTICLE III CONSTRUCTION OF LEASED PREMISES Section 3.01 Acceptance of Premises by Lessee .............. 2 Section 3.02 (a) Lessee's Work ................................. 2 (b) Optional Additional -Parking.... ............. 2 (b) Mechanics' Liens .............................. 2 ARTICLE IV CONDUCT OF BUSINESS AND USE OF PREMISES BY LESSEE Section 4.01 Use of Premises ............................... 2 Section 4.02 Waste or Nuisance ............................. 3 Section 4.03 Governmental Regulations... ..................... 3 Section 4.04 Surrender of Premises ......................... 3 ARTICLE V REPAIRS AND MAINTENANCE OF PREMISES Section 5.01 Responsibility of Lessor and Lessee........... 3 Section 5.02 Responsibility of Lessee Regarding Alterations and Personal Property ........................ 3 ARTICLE VI INSURANCE AND INDEMNITY Section 6.01 Insurance by Lessee and Lessor ................ 3 Section 6.02 Indemnification ............................... 3 ARTICLE VII DESTRUCTION OF LESSEE'S ALTERATIONS Section 7.01 Damage or Destruction by Fire, War orAct of God ................................ 4 ARTICLE VIII UTILITIES ..................................... 4 ARTICLE IX ASSIGNMENT AND SUBLETTING Section 9.01 Consent Required .............................. 4 ARTICLE X DEFAULT OF LESSEE Section 10.01 Default of Lessee..... ... ................. 4 Section 10.02 Waiver, Accord and Satisfaction ............... 4 Section 10.03 Legal Expenses ................................ 5 ARTICLE XI QUIET ENJOYMENT Section 11.01 Lessor's Covenant ............................. 5 ARTICLE XII LESSOR'S OBLIGATION TO PURCHASE LESSEE'S ALTERATIONS ........................ 5 ARTICLE XIII MISCELLANEOUS Section13.01 Successors .................................... 5 Section 13.02 Annual Budgetary Funding/Cancellation......... 6 Section 13.03 Entire Agreement .............................. 6 Section 13.04 Notices ....................................... 6 Section 14.05 Severability.................................. 6 Conti^� 1'7 nG M4--4 Ll LEASE AGREEMENT THIS LEASE AGREEMENT, made and entered into this 28 day of July , 1992, by and between the VILLAGE. OF TEQUESTA hereinafter referred to as "Lessor" and PALM BEACH COUNTY, a political subdivision of the State of Florida, on behalf of the Palm Beach County Library Department hereinafter referred to as "Lessee" and WITNESSETH: WHEREAS, Lessor is the owner of certain real property in Palm Beach County, Florida, as hereinafter more particularly described; and WHEREAS, as an inducement to Lessee to construct and operate a branch library within the Village -of Tequesta, Lessor has agreed to lease said property to Lessee for One ($1.00) Dollar per year. NOW THEREFORE, in consideration of the rents, covenants and agreements hereinafter reserved and contained on the part of the Lessee to be observed and performed, the Lessor demises and leases to Lessee and the Lessee rents from Lessor the property hereinafter } defined upon the following terms and conditions: ARTICLE I BASIC LEASE PROVISIONS Section 1:01 Premises. The Premises subject to this Lease, consists of approximately 0.868± acres of land situated on Tequesta Drive in the Village of Tequesta, Florida as more particularly described in Exhibit "A" attached hereto and by reference made a part hereof, together with Lessor's interest, if any, in all improvements and, appurtenances thereto (collectively the "Premises"). In addition, Lessor hereby grants Lessee an Easement for ingress and egress to and from the Premises including the right of ingress and egress over, upon and across the driveway from Tequesta Drive located at the southwest corner of the Property (the "Driveway Easement") as depicted on Exhibit "B" attached hereto and by reference made a part hereof. Lessor hereby agrees that water retention for the Premises shall be maintained within Lessor's property adjacent to the Premises and any future development of said property by Lessor or its assigns shall continue to accommodate said drainage from the Premises. Section 1.02 Length of Term and Commencement Date. . . The Term of this Lease shall commence upon the date of full execution of this Lease ("the Commencement Date") and shall extend for a period of fifty-(50) years thereafter. ARTICLE II RENT Section 2.01 Annual Rent. Lessee shall pay Lessor for the use and occupancy of the Premises an annual Rent of One ($1.00) Dollar, payable on the Commencement Date and each subsequent anniversary thereof. Lessee is a tax-exempt entity as evidenced by tax exemption #60- 2211419753C. No sales or use tax shall be included with Rent or any other payment required of Lessee pursuant to this Lease. Payment of Rent will be mailed to Lessor as stated in Section 12.05 of this Lease. 0 - . • specified in Section 3.02 (a) of this Lease. In addition, Lessee shall pay before delinquency all non -ad valorem assessments levied by any governmental authority, including the Lessor, against the Premises and improvements thereon. ARTICLE III CONSTRUCTION OF LEASED PREMISES Section 3.01 Acceptance of Premises by Lessee. Lessee certifies that 'Lessee has inspected the Premises and accepts same "As Is", in its existing condition as of the Commencement Date of this Lease. No repair work or improvements to the Premises is required to be done by Lessor as a condition of this Lease. Section 3.02 (a) Lessee's Work. Lessee agrees, to perform all work, at its own cost and expense, which is necessary to fully equip and maintain the Premises for Lessee's permitted use of the Premises as specified in Section 4.01 of this Lease. Lessee agrees and acknowledges that. all improvements, alterations or additions performed by Lessee whether pursuant to this Section or otherwise (hereinafter collectively "Alterations"), shall be 'performed and accomplished solely for the benefit and convenience of Lessee, and not for the benefit of Lessor, such Alterations being nevertheless subject to each and every provision of this Lease. All work done by Lessee in connection with any Alterations,. repairs and maintenance on the Premises shall be done in a good- and workmanlike manner. All Alterations to the exterior of any building or'other improvements shall be subject to the prior written consent of Lessor which consent shall not be unreasonably withheld. Lessor hereby acknowledges its approval of Lessee's initial Alterations to the Premises as specified in Exhibits "B" and "C" attached hereto and made a part hereof. Lessee shall commence work on said initial Alterations within one hundred twenty (120) days of the Commencement Date of this Lease and, shall diligently prosecute said construction to completion. Lessee currently estimates that the branch library facility will be completed and open to the public on or before January 1, 1994. (b) Optional Additional Parking. Lessor -or Lessee shall each have the option to construct, additional paved parking on Lessor's property as indicated in Exhibit "B" . Said additional parking shall be for the joint use of Lessor and Lessee. (c) Mechanics' Liens. Lessee shall comply with the Construction Lien Law, Florida Statutes Chapter 713, Part I, in the construction of any improvements to the Premises., and shall where required, obtain a Public Performance Bond in accordance with Florida Statutes 255.05 prior to commencing any such improvements. In the event that a mechanics' claim of lien is filed against the Premises in connection with any work performed by or on behalf of the Lessee, the Lessee shall promptly take action to have the lien removed from the Premises. Further, the Lessee agrees to indemnify, defend and save the. Lessor harmless from and against any damage or loss incurred by the Lessor as a result of any such mechanics' claim of lien. Section 4.02 Waste or Nuisance. Lessee shall not commit or suffer to be committed any waste upon the Premises or allow any nuisance upon the Premises. Lessee shall not dispose of any contaminants including, but not limited to, hazardous or toxic substances, chemicals or other agents used or produced in Lessee's operations, in any manner not permitted by law. All refuse is to be removed from the Premises at Lessee's sole cost and expense and Lessee will keep such refuse in proper fireproof containers on the interior of the Premises until removed. Lessee, at its sole cost and expense, will keep the Premises free of rodents, vermin and other pests. Section 4.03 Governmental Regulations. Lessee shall, at Lessee's sole cost and expense, comply with all regulations of all county, municipal, state, federal and other applicable governmental authorities, now in force, or which may hereafter be in force, pertaining to Lessee or its use and occupation of the Premises. Section 4.04 Surrender of Premises. Upon termination or expiration of this Lease, Lessee, at its sole cost and expense, shall remove all of its personal property, trade fixtures and equipment from the Premises and shall surrender the Premises together with, Lessee's building and paving constructed thereon to the Lessor. ARTICLE V REPAIRS AND MAINTENANCE OF PREMISES Section 5.01 Responsibility of Lessor and Lessee. Lessor shall not be obligated or required to make or conduct any maintenance or repairs whatsoever to the Premises. Lessor shall be solely responsible for the maintenance, repair and replacement of the Driveway Easement. All portions of the Premises, and all Alterations constructed -on the Premises shall be kept in good repair and condition by Lessee, and at the sole cost and expense of Lessee. Section 5.02 Responsibility of Lessee Regarding Alterations and Personal Property. All Alterations and personal property of Lessee shall remain the property of the Lessee at Lessee's sole risk for the Term of this Lease, or any extension or renewal hereof. ARTICLE VI INSURANCE Section 6.01 Insurance'by Lessee and Lessor. From the Commencement Date through to the expiration of the Term of this Lease, Lessee and Lessor shall provide each other with a certificate evidencing coverage or self-insurance coverage for comprehensive general liability in the amount of $100,000 per person and $200,000 per incident or occurrence. In the event the Legislature should change the Lessee's or Lessor's exposure by Statute above or below the sums insured against, each party shall provide proof of insurance to the extent of that exposure. Section 6.02 Indemnification. Lessee shall, to the extent permitted by law, indemnify and save harmless the Lessor from and against any and all claims, suits, actions, damages and/or causes of action arising during the 0 - 0 and liabilities incurred in and about the defense of any such claim. Nothing herein shall constitute a waiver of the sovereign immunity of either party. ARTICLE VII DESTRUCTION OF LESSEE'S ALTERATIONS 7.01 Damage or Destruction by Fire, War or Act of God In the event any of Lessee's Alterations shall be destroyed or so damaged or injured by fire or other casualty during the Term of this Lease or any extension thereof, the Lessee shall commence restoration thereof within one hundred twenty (120) days and thereafter diligently pursue the restoration to completion. Notwithstanding the foregoing, in the.event of any such casualty, Lessee shall have the right, to be exercised in its sole discretion, to terminate this Lease. In the event Lessee elects to terminate this Lease, Lessee shall°first place the Premises in a safe and sightly condition and shall at the request of the Lessor remove any improvements which are materially damaged. ARTICLE VIII UTILITIES Lessee shall make all.arrangements necessary for any required utility service to the Premises and shall- be solely responsible for and promptly pay directly to'the utility or other provider of such service all charges and assessments for water, gas, electricity, trash collection and removal or any other utility used or consumed on the Premises. In no event shall Lessor be liable for an interruption or failure in the supply of any such utilities to the Premises. ARTICLE IX ASSIGNMENT AND SUBLETTING Section 9.01 Consent Required. Lessee may not assign, mortgage, pledge or encumber this Lease in whole or in part, nor sublet all or any portion of the Premises, without the prior written consent of Lessor in each instance. The consent by Lessor to any assignment or subletting shall not constitute a waiver of the necessity for such'consent to any subsequent assignment or subletting. ARTICLE X DEFAULT Section 10.01 Default of Lessee. , The occurrence of any one or more of the following shall constitute an Event of Default by Lessee under this Lease: (i) Lessee shall fail to perform or observe any of the agreements, covenants or conditions contained in the Lease on Lessee's part to be performed or observed and such failure shall continue for more than thirty (30) days after notice from Lessor; (ii) Lessee shall vacate or abandon the Premises; or (iii) Lessee's leasehold estate shall be taken by execution, attachment or process -of law. If any Event of Default occurs, then, at any time thereafter while the Event of Default continues, Lessor shall have the right to give Lessee notice that Lessor intends to terminate this Lease upon a specified date not less than three (3) days after the date notice is received by Lessee, and this Lease shall then expire on the date specified as if that date had been originally fixed as the cvri r'f'i nn A= f +-ihc 71oren ref +-k C TTf lkV% covenant herein contained shall not be a waiver of such term, condition or covenant, or any subsequent default of the same or any other term, condition or covenant herein contained. The consent or approval by Lessor to or of any act by Lessee requiring Lessor's consent or approval shall not be deemed to waive or render unnecessary Lessor's consent to or approval of any subsequent similar act by Lessee. Section 10.03 Legal Expenses. In the event any action, suit or proceeding is commenced with respect to the interpretation or enforcement of this Lease, the prevailing party therein shall be entitled to recover all costs, expenses and fees expended or incurred in connection therewith, including without limitation, reasonable attorney's fees. ARTICLE XI QUIET ENJOYMENT Section 11.01 Lessor's Covenant. Upon payment by the Lessee of the Rent and upon the observance and performance of all the covenants, terms and conditions on Lessee's part to be observed and performed, Lessee shall peaceably } and quietly hold and enjoy the Premises for the Term hereby demised ' without hinderance or interruption by Lessor or any other person or persons lawfully or equitably claiming by, through or under the Lessor, subject, nevertheless, to the terms and conditions of this Lease. ARTICLE XII LESSOR'S OBLIGATION TO PURCHASE LESSEE'S ALTERATIONS Notwithstanding anything in this Lease to the contrary, in the event Lessor during the Term of this Lease ceases to be a member of the Palm Beach County Library Taxing District or any subsequent taxing authority duly formed in lieu of said Taxing District, Lessor, within sixty (60) days of -notice by the Lessee, shall be required to purchase from Lessee all of Lessee's Alterations to the Premises. For the purposes herein, the purchase price of said Alterations specified in Section 3.02(a) of this Lease shall have an initial net value of Two Hundred Thirty Thousand Dollars ($230,000) as of the date of occupancy of the library branch facility by the Lessee, with a consolidated useful life of twenty- five (25) years and be depreciated on a straight line basis. At the closing Lessee will assign to Lessor all of its right, title or interest in this Lease and in the Premises, and all improvements thereon, in a document satisfactory to Lessor and Lessee shall be released of any and all of its obligations under this Lease. Prior to the closing Lessee shall remove all of its personal property, trade fixtures and equipment, from the Premises. ARTICLE XIII MISCELLANEOUS Section 13.01 Successors. All rights and liabilities herein given to, or imposed upon, the respective parties hereto shall extend to and bind the several respective heirs, executors, administrators, successors, and permitted assigns of the said parties; and if there shall be more than one Lessee, they shall be bound jointly and severally by the terms, covenants and agreements herein. In the event Lessor sells Section 13.02 Annual Budgetary Funding/Cancellation. The Term of this Lease shall be subject to annual budgetary funding by the Board of County Commissioners of Palm Beach County. Notwithstanding anything in this Lease to the contrary, Lessee shall have the right to terminate this. Lease for any reason upon ninety (90) days prior written notice to Lessor, whereupon Lessee's right, title and interest in this Lease and in the Premises and all improvements thereon shall be transferred to Lessor. Thereafter Lessee shall be relieved of all further obligations hereunder except in the event termination of this Lease has occurred as a result of the circumstances set forth in Section 7.01 hereof which, in, that event, Lessee shall be obligated to fulfill the requirements of said Section 7.01. Section 13.03 Entire Agreement. This Lease and the Exhibits attached hereto constitute all agreements, conditions and understandings between Lessor and Lessee concerning the Premises. All representations, either oral or written, shall be deemed to be merged into this Lease. Except as herein otherwise provided, no modification or amendment to the terms of this Lease shall be binding upon Lessor or Lessee unless set forth in writing and executed by the parties with the same formalities required for the original execution of this Lease. Section 13.04 Notices. Any consents, approvals and permissions by the Lessor shall be effective and valid only if in writing and any notice by either party to the other shall be in writing and shall be deemed to be duly given only if mailed prepaid by certified mail return receipt requested, addressed: (a) If to the Lessor at: Village of Tequesta Village Manager 357 Tequesta Drive P.O. Box 3273 Tequesta, FL 33469 (b) If to the Lessee at: Palm Beach County Library Department- 3650 Summit Boulevard West Palm Beach, FL 33406 with a copy to: Property and Real Estate 50 South Military Trail, West Palm Beach, FL 33415 and Palm Beach County Attn: County Attorney 301 North Olive Avenue West Palm.Beach, FL 33401 Management Division Suite 211 or at such address as the Lessor or the Lessee, respectively, may designate in writing. Section 13.05 Severability. If any term of this Lease or the application thereof to any 0 - 0 Section 13.06 Brokers Commission. The parties hereto represent and warrant to the other that there are no claims for brokerage commissions or finders fees in connection with the execution of this Lease. Section 13.07 Recording. Upon execution hereof, a copy of this Lease shall be recorded in the Public Records of Palm Beach County. Section 13.08 Governing Law. This Lease shall be governed by and interpreted according to the laws of the State of Florida. Section 13.09 Time of Essence. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. IN WITNESS WHEREOF, the parties hereto have executed this Lease, or have caused the same to be executed as of the day and year first above written. ATTEST: By : .J illage Clerk) APPROVED AS TO FOPA AN/D L ,FL NCY C illage Attorney ATTEST: MILTON T. BAUER, CLERK By. -�L C " - Deputy Clerk, APPROVED AS TO FORM AND LEGAL SUFFICIENCY LESSOR: VILt F TE ES Mayor LESSEE: PA BEA�H COUNTY, FLORIDA A PO TICAL SUBDIVISION OF THE ST TE F FLORIDA r County Attorney tequesta.lse • • . Lm EXHIBIT "All THE PREMISES LEGAI, nCscRIPTIONi A PARCEL OF LAND LYING WITHIN THE SOUTHWEST QUARTER OF SECTION 30, TOWNSHIP 40 SOUTH, RANGE 43 EAST, PALM BEACH COUNTY, FLORIDA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWSt COMMENCE AT THE SOUTHWEST CORNER OF SAID SECTION 301 THENCE NORTH 00'16'38"•WEST ALONG THE WEST LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 30, A DISTANCE OF 1125.26 FEET TO THE POINT OF BEGINNINGI THENCE CONTINUE NORTH 00*16139" WEST ALONG SAID WEST LINE, A DISTANCE OF 60.50 FEETI'THENCE NORTH 89*43122" EAST AT RIGHT ANGLES TO THE LAST DESCRIBED COURSE, A DISTANCE OF 32.36 FEET; THENCE•NORTH 44*41103" EAST, A DISTANCE OF 198.51 FEET; THENCE SOUTH 45'21118" EAST, A DISTANCE OF 179.08 FEET TO A POINT ON A LINE 300.00 FEET EAST OF (AS MEASURED.AT RIGHT -ANGLES TO) AND PARALLEL WITH'THE AFORESAID WEST LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 30; THENCE.SOUTH 00'•16'38" EAST ALONG SAID PARALLEL LINE, A DISTANCE* OF 73.94 FEET) THENCE - SOUTH 89*43122" WEST AT RIGHT ANGLES TO THE LAST DESCRIBED COURSE, A DISTANCE OF 300.00 FEET TO TILE POINT .OF BEGINNING. CONTAINING 0.868 ACRES. -OF LAND, MORE OR LESS. SUBJECT TO EASEMENTS, RESERVATIONS, AND RESTRICTIONS OF RECORD. BEARINGS SHOWN HEREON ARE BASED ON THE WEST LINE OF THE SOUTHWEST QUARTER OF SECTION 30, TOWNSHIP 40 SOUTH, RANGE 43 'EAST, PALM BEACH COUNTY, FLORIDA, HAVING A BEARING OF NORTH 00*16138" WEST. THIS IS NOT A SURVEY THIS INSTRUMENTI� WAS PREPARED BY JOHN M. TRANMER IN THE OFFICE OF NIM THE COUNTY ENGINEER. wIw NOT PLATTED WEST LINE OF ---� THE SOUTHWEST QUARTER OF SECTION 30, TOWNSHIP 40 SOUTH, RANGE 43 EAST (REPLAT OF JUPITER IN THE PINES SECTION "B" PLAT BOOK 26, PAGE 215� �J7UPER IN THE PINES SECTION 'B" PLAT BOOK 26, PAGE 18 p RIDGEWOOD HOMES SECTION THREEPLAT w BOO54 K 28,� U PAGE NOT PLATTED !� % % IIn M rD 0.868 ACRES ai r o S89°43'22"W 300.00, 0 6POINT OF. BEGINNING N ti N PARK _ N 'TEQUESTA• DRIVE (RIDGEWOOD HOMES SECTION TWO PLAT BOOK 27, PAGE 187 ---) EXISTING NORTH RIGHT-OF-WAY LINE Y,i 1 d �° AO '" &lull MSIHXa n 0 t4j LID v a� ° 0 CV 00 tL ■ Q J CL W L_J • EXHIBIT "CIO CONCEPTUAL PLANS --01 ULEVATIGN Lessee's initial Alterations shall include the following: (1) A 4,000+ square foot, one-story library facility in accordance with the conceptual plans depicted in Exhibits "B" and "C" (2) Asphalt paving for ingress and egress and for parking as indicated in Exhibit "B"; (3) Widening of the .asphalt driveway (Driveway Easement) existing on Lessor's adjacent property as of the date of execution of this Lease (Exhibit "B") and which provides for Lessee's access to the Premises from Tequesta Drive; (4) Relocation of Lessor's water utilities equipment located on the Premises as of the Commencement Date of this Lease to the northwest portion of Lessor's property as indicated in Exhibit "B"; and (5) Construction of a shell rock access road to the well existing on Lessor's property as depicted in Exhibit "B". Notwithstanding anything in this Lease to the contrary, Lessor shall reimburse Lessee for the design plan/engineering fees incurred for Alterations (4) and (5) described hereinabove. This reimbursement shall be made by Lessor to Lessee within sixty (60) days of the award by Lessee of a construction contract for said Alterations. Lessee shall send Lessor, to the address specified in Section 13.04.., of this Lease, an invoice for the amount of the reimbursement due.