Loading...
Minutes 10-12-39 SPECIAL tJ,~ETiNG OF OCTOBER 12~ !939. A Spec~a_ ~eetin~ f~e ~oa~d of To~n Co~.iss~oners on Thursday evening, October 1939 at 8:00 o~' ~±ook Pmesen~. ~. A. WeaveP~ A. V. PetePson, The above constituting the Vice To,~n~ Clerk entire Board of To~ missioners of the To~ of Boynton~ Florida. This meeting was called for the ~ompose of adopting o~ ~eject~g the R~solution hereafter set forth. Upon motion made by Co~ssionem Petemson, seconded by Co~issionem Ween~ ~d u.~m_~.s~y carried, the follow- ing Resolution was duly passed ~d adopted: RESOLUTION BE ~ ~S0~%~ BY THE TOV~ COi~SSi0N OF T~ T0~,~ 0P B0~YT01{, FLOP~A: 1. That the p~oposed AsPeement be~,~een B~TON PRODUCE ~_RKE~T, !NC.~ and the T0~E~ 0P B0~TON, et al, which is here- inafter set forth in form in section 2 he~eof~ be and the same is hsreby approved as to foz, m and subs~nce. ~. That the ~,~ayor and the Town Clemk of ~d on behalf of th~ T~zn of Boyaton, Florida, be a~ they ~ hereby authorized a~ ~rected ~o execute a~ enter into with Bo~mton Produce H~ket~ Inc.~ the said proposed &gmeement approved ~_ Section ! h~eof, and he~ei~fft~r sez forth in form as follows: Tk~s ADam, CENT, made and entered into this the day of ~A D 1939,hy and between BOYNTOE PRODUC~ ~RKET,INC.,a corporation organized and existing under and by virtue of the laws of the State cf Florida,with its principal office and place of business at Boynton,Palm Beach County,Florida, to be hereinafter known and referred to as the CORPORATION,party of the first part;and The TO$~ OF BOYNTON,a municipal corporation organized and existing under and by the virtue of the laws of the ~tate of Florida~to be hereinafter known and referred to as the Town~ parry of the second part; M.A.V~AV~,N.~.V~E~¥IS And A.V.PETERSON or the in office of them or either of them,Co=~issio~ers of the To,wa of Boynton~ud or the either of them to be hereinafter suoeessors and successors in trust of them or knov~ and referred to as the TRUSTEES~parties of the third part; & The stockholders of the BOYN~ON PRODUCE ~ARtGET INC. ~ a cor- poration organized and existing under and by virtue of the laws of Florida ,and havir~ its principal office office and place of business at Boynvon,Palm Beach Couhty,F!orida,who sha~ become parties tomthis agreement by si~ning the same,hereinafter called the STOC~OLDERS, parties of the fourth part. ~HE?d~AS,it was heretofore mud is now the desire of the people of Boynton~as well as the farmers and others in the community of Boynvon smd the territory surrounding said TO¥~,that there 2 · should be established in the T~fN of BOY~ON a market where £armers and other growers of produce and faz~u zrops could have a place to sell,excham_ge and market the produce and farm crops so grewn sm_d produced by them and others, and V~ereas,upon investigation the Comraissioners of the TO~!!N OF BOYNTON were advised and thus believe that the TOV~ of BOYN~ON would no.t be perF~tted to borrow money for the building and establishing of such a market because of the Town's p?esent outstanding indebtedness and for the other reasons, and ~F~ereas~a group of farmers and others interested in such a market bays heretofore banded themselves together and organized a corporation kno~. as th~' BOY,ton PRODUCE MARKeT;INC. under the laws of the State of Florida,and hereinafter to be known as the CoRPORATIOn,and ~hereas,said CORPORATION has raised certain money, and proposes to raise additional money,by the sale of stock of the said CORPORATION to be used in the building mud equ~ip~ing said market and for other purposes cormected therewith~ and Vfhereas, it is the opinion of the g~verning authority of saidCO_~PORATiON,as well as many(if not all) of the stoek~ holders thereof,that said COP~0RATION will be required to borrow certain sums of money in-order to complete dais market and building ,and ~nereas~ ihs TO'~ of BOYNTON has certain land which said TO~2~ owns in fee simple which is available for ,and cem conveniently mud advantageously be used as a location for said market,and ?~hsreas~the governing ~nt~ority of said To~a,after es~eful inquiry and oonsidepation~deems it for the best interest of said TO~. as well as the taxpapers and residents the~eof~that said market should be established in said TOll.,and that the TO~ should convey~ for a nominal consideration only~s~eh land to said CORPORATION ye bs used by said CORPORATION upom ~_ieh to build and establish said market.and for the conduct thereof.~d ~E?REAS~it is d~emed by the governi~ authority of said TO~N, the governing authority of said CORPO~TION and the STOCi~OLD~S~ whose names are fixed hereto~that after said market has bsem built and com~leted~th~ same should be in toto~inciuding the land noon ~b~ch the ss~e is tocated~ reconveyed in fee to the TO¥~ of BOYNTO~a municip~ corpo~ation~and that the stock owmed and hsld by each respective stockholders should be conveyed to the TRUST.S hersinabove however.until any ~d all indebtness created by fo~ the building of said market an~ the the investment made in the stock of the of the STOC~OLD~S whose names ars affixed actually eamned~if a~on said invest merit.and each thereof have bean fully paid~retired~and returned ye the obliges or the ob!igees as the case may be~d to each STOC~OLD~ as aforesaid;provided. howevsr~that the life of that portion of this agresmen% which creates a VOting ~ust ~reem~nt shall not be for a period t~an ten years from the data hereof,and ~l~hereas~it is the ~hought~objeo~ and intention of each a~d all of the parties h~reto,inc!uding each and all of the HOLDERS whose n~r~es ars affixed hsr~to~ that ultimately the TO~R~ in said CORPORATION named in trust;only said CORPORATION equipment thereof~ arid until ~aid COR~OP~TION by each hemeto~plus dividens s~ll become tha absolute fee simple o~'~er and in control of said propervy and the mam_sgement thereof~ N0~THZS:A~REEMENT ~!TNESSETH: That for and in con- sideration of the s~am of One Dollar (~1.00) paid by each parry hereto to each of the parties hereunto, a receipt whereof is by each of said parties hereby ac~aowledged~ and for the further c~n~ideration of the covenants hereinafter oontained~amd, for the other ~sod m~d valuable considertaion~it is agreed as follows; Tbmt the TOV~ s~all by seoarate instrument,to-wits a Special ~arranty Deed,convey the fee simple title to the CORPORATION of that certain piece,parcel or tract of land located in B0¥1{TON,Palm Beach County~Florida, m~d more particularly described as zo±lows,~o-wmt~ Lots twenvy-five(25) sm_d twenty-six (28) in Dewey's Sub- division of the South one-half (S~) of the Soythwest Quarter(Sl~) west of the canal in To~mship Forty-five South (T 45 S)~Range Forty-three ~ast (43 ~),per Plat as recorded in the office of the Clerk of the Circuit C0u~t in and for Palm Beach County, Florida,said Plat being recorded in Plat Book 1,page 3V of Palm Beach Records, simultaneously with the execution and delivery of this agree- went by the parties of the first,second and tlbird parts here~ and also a majority in araount of the STOCF/~iOLD~S who have sub- scribed and paid for stock of the CORPOP~.TION. Ii. The COR?ORATION shall forthwith build amd construct to completion a market platform and building upon the above described premisis~ paying therefor from the money received by the CORPORATION from the sale of stock insofar as such money will reach and pay~nd if~ by the sale of the COP~OP~TION~S a sufficient amount of money is not realized to fully b~ild and construct said i~provements as foresaid upon the said lead to completion~the COF~ORATZON shall have the right to borrow,and hereby agrees to borrow~ a sn~ficient amounz of money,upon the best ve~ms ar~ conditions available,to~fully pay for the com- mletiom and equipment of said platform and market building,doing each an~ every such thi~ or things as may be proper and necesss~y ye make said property available for use as a market;provided,how- ever that said CORPORATION shall have the ~ight to secure said loan by mortage on said premises. III That after all of the thim~s provided in Paragraph II hereof ye be done have been done,and said market is completed and made ready and available for use~as in Paragraph I! herein provided,then,or within fifteen days thereafter~the CORPORATION shall reconvey said premises,inc!udir~ all improvements thereon amd the whole thereof~by Special ~¥arranty Deed to the Town; sub- ject,however,to any mortage o~ other encu~foranee that may then exist against ~aid property or any part therof~which mort~gge or other encum~brance or encumbrances,however,the Town shall not assume and shall not agree to pay. PROViDED,HO~V~R, that said deed shall not bs placed on record until such time as is herein- after provided~buv that said deed shall be delivered in Trust to the Trustees herein aud by them held for said TOWN until form the earnings and profits of said CO~OR~TION.al! indebt- ness of every kind or ~ture bas been paid,and all outstanding Stock of the CORPORATION has been retired at Par. Then, and at tD~t time,the TRUSTEES s.hall deliver said deed to the Nayor and Co~issioners of said TO~who sb~ll forwith record the camelot cause the same to be recorded in the office of the Clerk of the Circuit Court of Palm Beach County,Florida~ a~_d the recording thereof as aforesaid shall be conclusive evi- dence to all the world th~ this contract bas fully exnired a~d terminated¢ and the TRUST ~erein created ~s been fully oomolied with and has been completely and forever terminated. IV. That any mortgage or other encumbranoe brancss against said above described property or thereof existi~ at the time the property to the TOV¢~,as provided any part ~OR O~¼~zON reconveys said ~a~agrapn Iii hereof, 'sba!2 be oaid as no circumstances of,or any of the become or saay hereinafter provided;but at no time and under shall the TO~*~i¢the officers as officers there- ~axpa~ers as taxpayers of said TO¥~N be or liable or obligated to make payment of said indebtness cart therof or any interest or charges thereon. 7 V That from the gross earnings and profits de-ired from the operation and conduct of said market platform.and the markets as well as the business thereo£ and tmere_n conducted by the CORBORATZON,the following uses shall be made of such money so earned: (a) Payment ef all necessary sala~ies,operatim~ expenses taxes ~i~surD~ee ~e~e · The sattimg aside of such operating fund as may be reasonably necessary;va insure the safe fu~ure can- duct of the business. From any balance remaining from time to time,pays, out shall be made on ti~e mortgage indebtness and interest, and such payments on such mortgags indebtness shaI[ be continued until such indebtness,including interest, has been fully maid and retired. After all paymenvs have been made as provided in Sub- Paragraph (c) hereof~than any balance remaining after expenditures have been made as are provided for in Sub-paragraphs (a) and (b),such remainir4 sum or sums shall be deiivered ~ the COR?ORATZON to the Deposi- tary to be used by it in the payment of dividens or in the retiremenz of stock held by each of the respective STOC~OLD~=RS of the CORPOP~TION,pro rata.Provided~ ever~t~at any and all paymenvs of dividens or retire- ment of st~ck as aforesaid shall be made only with the full smd comvlete knowledge of bhe TRUSTE~S.so that they may make and keep a ful~ and complete~record thereof. That the pa_~tmes of the third part,hereinbefore m~d hereafter referred to as TR~S=EES,oeung at mad A.V.PETF~RSON,Oot~nissioners of t~e TOl%Uf,and each for himself and no~ one and sealing hereof accept the Trust hereinafter ~mposed upo~ them as 8 o for the other,hereby by the signing VII. Each parry of the shares of the captail stock nu~oer set opposite his,her fourth cart holding or owing of the said CORPOP~_TiON to the or its name,as hereunso suDs~rlbed~ respectively hereby severally agrees zo deposit the same and the stock certificates therefor with sufficient transfers there- of in favor of the persons hereinbefore named as TRUSTEES. with the TO~,hereinafter called the Depository,and to receive in exchange therefor certificates substancialiy of the tenor hereinaftsr referred to~ and upon the makir~ of such deposit. s~l shares represented by the stock certificstes so deposited sha] b~ transferred upon the books of the CORPOR~&TiON to the names of said TRUST~S~who are hereby fully authorized and empowered to cause such transfers to be made,and also to cause any furthe~ transferes of said shares ~o be made which may become necessary theough the occurrence of any cb~.P~e of the persons holding the office of TRUST. S as hereinafter provided.And during the period this agreement is in force.said TRUSTE~S shall possess the legal title 5o such shares deposited and be entitled to exercise all rights of every name sm~d nature.includiD~ the right to vote in person or by proxy in respect of any and all such shapesuit being understood,however,that the holders of the Trust Certifi- cates to be issued by the TRUST.S shall be entitled to receive paFments equal to the dividens~if,any, collected by said Trustees upon shares of said s~eck standing in their names. VIii. The TRUETE~ do hereby promise amd ag~e~with thc STOCi~HOLDERS and with every holder of certificates issued as hereinafter provided~that from time to time,upon request, they will cause to be issued to the sevmral STOC~UHOLDERS, in re~pcct of all stock deposited by them~certificatcs to an aggregate amount equal to the amount of ali stock so deposited, amd which certificates shall be in s~bstantia~,_iy the fol!owir~ fo~m: BOYNTDN PRODUCE ~har e s This certificate t!aat has deposited shares of thc captial st6ck of the above u_amed BOYNTON PRODUCE !~RKET INC. of the Par Value of TEN DOi~.~ARS (~!O.0o) each,with the T0~%~ OF BOYNTON,a municipal orporatiom~under an agreement between ~.A.Weaver~N.~.V~S,A.V.~ ~ETERSON,~ormmissioncrs of tbs Town of Boynvon, and ~ ~ TRUSTEES,au.d certain STOCtC~iOLDERS of said corporation,bearing date of day of 1939. This certificate and the interest re~~ thereby is transferable only on the books of said'Trustees upon the presenta- tion and surrender hereof. This certificate is not valid unless countersighed by- the vram~sfer officer of the Trust6es m~d countersigned amd registered by the Registrar,The holders of t~his certificate takes the same subject vo all the terms and conditions of the aforesaid agreement between tide TRustees and eervain stockholders of said corporation,amd becomes a party to ~aid agreement, and is entitled to the benefits thereof. lC IN ~f~[Th~ES$ ~[4~REOF,the 'rustees have caused this '~ ~' agent this day of signed by their d~Zy appointed Tied steee. By ~heir Agent Hereunder: Countersigned$ Transfer day of Countersigned and ,,19 __. TOV~[ OF BOYNTON, By: Hegistrar. registered this IX From time ye time after this agreement sb_all ~ve taken affect,the TRUSTE~ may receive any additional fully paid charec of the zaptaiI stock of the said CORPOP~TION unon the terms and conditions of thic a~reement~and in reseect of all such sha~es so received will issue am_d deliver certificates similar to those above mentioned,entit!ing the holder to all the rights above specified. gll dividens that may accrue u~o~ the stock so deposited or money for the retirsment of said stock shall be paid by the COP~PORATION to the said Depository,which shall distribute the same pro rata amom~ the holders of said certificates of interest An the proportion in which they shall severally be entitled thereto. ~aring the period from the date here0~ vo~ but not including the. day of ~1949~ the ~0C~0~D~~ ~ ~ ~=~ agree with each other and with+~ne TRUST~ES,and the TRUSTEES aocep~ the Tr~st upon the conditions of this agreement,that they will nov sell their resvectivs shares,although they will bs at !ibsrty %o deal with De~osito~y~s~ - ~er~mc~tes, e~ ~ in the way of sale or otherwise as ~o them shall seem msev. XII The TRUSTEES covenanz and agree so fle~osit with the Depository under t~s{~g~eem~ht the stock of the CORPORATION owned or contPolied by them respectively.and ye take Depository's certificates therefor.Nothing herein convained however,shall deePive the TRiSTEE~ as individ~.als of the ~rivilege To be enjoyed by all other depositors of selling or otherwise disposing of said certificates at their pleasure~oP of purchasing additional eertificates~or of purchasing additional stock. XIII The TRUSTP~ shall not be entitled to any compensation for their servmc~s~ut shall be allowed and paid their ae~al expenses in eorsaectmon- ' with or g~owing out of ~azs' Trust~such payment of expenses to be made from any funds comim~g into the hands of the Trustees from the ~ ~n ~ ' eO-~ ~RA-~ON,whmch shall pay from its treasury to the TRUST.S such amount or amounts from ~_me to time as may be ~.=~ ~ deC. ay .... essa. y to ~_ such expenses~mad such expend_tufas shall be clnarge~ by theoORP~-P~&~ ~ '.a ~,~-tON~ ~o oeerat~n~ ~.g~expe~seso__ IS KIV in the event of the Depositary hereinabove nemaed Registrar of the Voting Trust under,the TRUSTEES poweraand authority to act hereunder in refusal o~ inability of the to act as such Depositary and Certificates distributed here- ~b~li have and are hereby vested with full ye appoint ~aother Depositary and Registra~· its plaee~and to authorize and arrange for the delivery by the retiring Depositary to the Depositary so appointed of all certificates of szoek~books a nd records then held hereunder by the former. Upon acceptance of such appoint- ment~the new Depositary shall be clothed with all the power and_ control and be subjeev ye all the duties and obligations hereby impos imposed upon the Depositary herein named. Any Depositary may resign its trust hereunder by ~iving thirty days notice inuwriting of its intention so to do~which notice shall be directed to all and_ delivered to ar~y one of the TRUSTEES then acting. In the event of such resignation.a successor may be appointed by the TRUST.S as b_erein provided.That owing zo the fact that this entire enter- prise is one of community interest and benefit~and owing to the further fact that it is the intention ef each and all of the parties hereto that the TOV~N of BOYN~ON sb~ll ultimately be the owner and in control of said market.the Depositary herein namad sb~ll no~ receive any compensation for services rendered as sueh~Provided, HOYfEV~,that nothir~ b_erein contained shall prevent the TOV~N or any successor Depositary from payir~ any necessary clerical hire, or other necessary expenses for and while acting as Depositary, smd such money as may be needed for such purposes the CORPOR&TION hereby agrees to furnish to the TO~ or successor Depositary and the amount so furnished from time to time shall be changeable by t~e CORPOP~TION ye its operating expenses. 14 Any TRUSTEE m~j at any time resign by delivering to the other TRUST~,S in writing his regisnation to take effect ten days thereafter, and in every case of the death resignation of vacancy arising through other cause, the v vacancy so occuring shall be filled by the appointment of the successor or successors to be made by the other TRUSTEES by a written instr~ent filed with the Depositary.and the termWTRUSTEESw as herein used shall apply ~o the parties of the tlaird part and their successors thereunder °PROVIDED . HOF~EVER~that it is intended t~hat the members of the present Town Commissioners or their successors in office shall at all times be TRUST.S. All questions arisim~ between the TRUSTE~S shall from time to time be determined by a decision of the greater number of all those then ae~ing as TRUST. S,citiJet at a meeting or by a ~ritiag.with or without meeting.~nd in like manner they may be established their rules of action~ the decision or acv of the majority of the TRUST~i~S sb~.ll for the exercise of ~he votir~ power and for all purposes of this agreement~be deemed the decision or aev of all the TRUSTEES. 15 XVII In voting Zhe stock held by them~the TRUST,S exercise their best judgement from time to time to select suitable directors to the end t~hat the affairs of the CORPOP~.TIO~ shall be properly managed and in voting upon ell matters ~?m~ich may come before them at any STOCKHOLDt~RS meetir~ shall exercise like judgemen~ but it tis understood that no TRUST~ incv~s any ~espon- sibility or liability by reason of any error of law ~r judgement or any matter or thir~ done or o~mitted under tb~s agreemen~except for his own i~dividual ~lfeasance. XVIIZ. No Depositary hereunde~ shall incur a~v lzab_lmty or responsibility to any of the parties hereto~o~ to any assignee of any trust certificate or certificates except for the failure to exercise ordinary care in performance of its ~uties as herein prescribed,and the TO~ herein named as Depositary shall in no instance become liable. XIX. This agreement may be similarly executed in several counterparte~ each of which so executed shall be deemed to be original; and such counterearts shall vogether be one and the same instrument. 16 This agreement shali_~not become binding upon any parties hereto until the same shall have been signed by the stockholders representing a majority of the capital stock of the CORPORATION now subscribed and paid for. XXI. It is fnrther agreed between the pa~ties hereto smd each sad all of them and the STOCKI~OLDERS whose names are affixed hereto and each and all of them,that after the above described and referred to market platform and build- ing have been fully completed~and after the CORPORATION has conveyed said property and the whole thereof to the TO~N,m~d after said deed has been recordSd as herein pro- vided,that then and i~ that event sm.d from that tzme.~o~.," ~ the TOYfN shall__ become and be absolute o~mer of said property and shall be in full and complete charge and control thereof as well as of the management thereof,and all profits der_ved~ from the conduct and operation thereof shall then be the money. of the TO~Jo XXIio That the ~rms~ herein created~and the TR~TEES herein n~aed or their successors shall continue and remain in their respective capacities as such TRUSTEES until all of the debts created by the CORPOR~TiON for ~ze building and completion of said marks% platform and bui!~ing have been paid in full, including all interest and ch~ges thereon,and u~ti~ all of the stock held by each STOCK~[OLDER$ ha~ been fully retired for ~ar~plus all dividens if any that may be lawfully earned, iV have been retired and paid in full,provided,however, that the life and existmnce of said V~ting Trust shall not be for a period longer than ten years from the date hereof~and may be for a lesser period if less time is ~e~mired to pay the indebtness smd retire the stock investment plus earned dividens as aforesaid. XXIII. It is mutually agreed by ~ud ~etween she parties hereto and each of them,as well as by the STOCI~HOLD~S hereto and each of them, that this contract and Trust may be fully and completely discharged of record and completely satisfied by the filing of a satisfaction signed by a majority of the TRUSTEES herein named or their successors after the deed from the CORPORATION to the TO¥~ has been recorded as in this contract provided,and the parties hereto and each of them,including the STOC~qOLD~RS whose r~mes are affixed hereto and eaoh of them hereby appoint and designate the TRUSTEES or a majority of them as the agent of each of vhe parries hereto and of each of the STOC~OLDERS whose ns~es are sub- scribed hereto for the purpose of satisfying this contract of record after reeordir~ of said deed. XXiV Tb~t nothing herein contained shall prevent a person from serving both as a member of the Board of Directors and as a TRUSTEE. 18 XXV The Board of Directors of the CORPOR~Tt0N shall ~rom time to time,a~d as called upon by the T~ST~S,make full accounting and reports to the TRUSTEES concerning the conduct and business affairs of the CORPORATI0~. IN WITNESS ~f~REOF,the several ~arties hereto have hereunder set thei~ hands and seals in token of their acceptance of their agreement s~ad of the Trust hereby created~and the STOC~OLDERS who have signed and sealed this agreement hereby bind themselves and also their heirs,legal representatives and assigns by these presents~ BOYNTON PRODUCE L~RKET~INC. BY Presi~emt Attest: Secrevary. Attest: TO~N 0P BOYNTON~ A ~{unzcipal Corporation. Towh Clerk. 19 TRUST.S.