87-QQR .SOLUTION NO.
A RESOLUTION OF THE CITY COMMISSION OF
THE CITY OF BOYNTON BEACH, FLORIDA,
ACCEPTING A CERTAIN SURETY AGREEMENT
FROM CHASE MANHATTAN BANK, N.A. AND
QUANTUM ASSOCIATES AS PART OF THE FINAL
PLAT REQUIREMENTS.
WMRREAS, :Appendix C Subdivisions and Platting
Regulations, Article VIII, Section 7, Submission of Final
Plat, Subsection A.2, as amended by Ordinance No. 87-11,
approved by the City Commission on the i9th day of May,
1987, allows the City Commission to accept by Resolution
other surety it deems appropriate in lieu of a performance
bond, as a requirement for final plat approval; and
WHEREAS, the City Commission finds that conditions
warrant the acceptance of the surety agreement attached
hereto and;
W~R. REAS, said surety agreement shall be applicable to
the final plats known as QUANTUM PARK AT BOYNTON BEACH
P.I.D., Plat No. 1, No. l-A, No. 2, No. 3, No. 4, No. 5, No.
6, No. 7, No. 8, and Plat of P.C.D. Center.
NOW, THEREFORE, BE AND IT IS HEREBY RESOLVED BY THE
CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
Section 1. That the City Commission accepts this
surety agreement in lieu of a performaAce:-'bond~._as part of
the final plat requirements under the Code of Ordinances of
the City of Boynton Beach, contingent upon the receipt of a
fully executed agreement on the part of Chase Manhattan
Bank, N.A., and Quantum Associates.
Section 2. That the Mayor is authorized to execute
this Agreement on behalf of the City upon the receipt of
fully execUted agreement on the part of Chase Manhattan
Bank, N.A., and Quantum Associates.
PASSED AND ADOPTED THIS
1987.
ATTEST:
City ~rk
(Corporate Seal)
CITY OF BOYNTON BEACH, FLORIDA
2
060887-7
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SURETY AGREEMENT
THIS SURETY AGREEMENT, entered into this.~, day of June,
1987, by and among QUANTUM ASSOCIATES, a Florida General
Partnership, hereinafter referred to as the "Developer," CHASE
MANHATTAN BANK, NoA., hereinafter referred to as the
"Association," and CITY OF BOYNTON BEACH, a Municipal Corporation
of the State of Florida, hereinafter referred to as the "City."
W I T N E S S E T H :
WHEREAS, Developer is owner of that certain real property
located in the City of Boynton Beach, Palm Beach County, Florida,
described as:
QUANTUM PARK AT BOYNTON BEACH, more particu-
larly described in Exhibit "A" annexed hereto, ~
which the Developer proposes to plat under the name of QUANTUM
PARK AT BOYNTON BEACH P.I.D. PLAT NO. 1, NO. l-A, NO. 2, NO. 3,
NO. 4, NO. 5, NO. 6, NO. 7 and NO. 8, respectively, and PLAT OF
P.C.D. CENTER; and
WHEREAS, certain development work is required to be done on
said real property in accordance with engineering and construction
plans and specifications prepared by Rossi Malavasi Engineers,
Inc., and Richard L. Bowen and Associates, Inc., respectively, for
the Required Improvements prescribed by the Subdivision and
Platting Regulations of the City of Boynton Beach, together with
any amendments or modifications thereto' and together with any
other approved plans and/or specifications therefore, or approved
amendments to same (collectively referred to as the "Subdivision
Improvements Plans, annexed hereto); and
WHEREAS, in order to satisfy the requirements of the
Subdivision and Platting Regulations of the City of Boynton Beach,
as to the securing of said development work before the City of
Boynton Beach will approve the recording of the aforementioned
respective plats, 'the Developer has reserved with the Association
the sum of TEN MILLION TWO HUNDRED TWENTY-FIVE THOUSAND DOLLARS
($10,225,000.00), hereinafter referred to as the "Reserved Funds,"
repreSenting one hundred ten percent (110%) of the total cost of
the said development work required under the Subdivision
Improvements Plans, which Reserved Funds are to be released to the
Developer periodically pursuant to the terms hereof;
NOW, THEREFORE, in consideration of the covenants and
agreements contained herein, the parties hereto agree as follows:
1. Release of Reserved Funds.
The Reserved Funds shall be released to the Developer
upon written approval of the City which shall approve the release
of such funds not more than once a month to the Developer on the
recommendation of the City Engineer, in amounts due for work done
to date, based on the percentage completion of the development
work. Further, upon completion of the development work in
accordance with the Subdivision Improvements Plans, the City shall
approve the release to the Developer, on the recommendation of the
City Engineer~ of the balance of the Reserved Funds.
2. Failure to Comply By Developer.
In the event that the Developer shall fail to comply with
the requirements of the Subdivision Improvements Plans within the
time specified in the Subdivision and Platting Regulations of the
City, then the Association agrees to pay to the City, immediately
upon demand, the balance of the Reserved Funds, as of the date of
the demand, provided that upon payment of such balance to the
City, the City will have executed and delivered to the Association
in exchange for such funds a statement to be signed by the City
Engineer to the effect that: (a) Developer has failed to comply
with the requirements of the Subdivision Improvements Plans, as
'determined by the City Engineer, within the time specified in the
Subdivision and Platting Regulations of the City; (b) the City, or
its authorized agent, will complete the work called for under the
terms of the Subdivision Improvements Plans to the extent of the
balance of the Reserved Funds; (c) the Reserved Funds drawn down
by the City shall be used for, but not limited to, engineering,
legal and contingent costs and expenses, and to offset any
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damages, either direct or consequential, which the City may
sustain on account of the failure of the Developer to carry out
and execute the above-described development work; and (d) :the City
will promptly repay to the Association any portion of the funds
drawn down and not expended in accordance with subparagraph (c)
above.
3. Authorization For Rel'e~ase.
it is agreed that written notice to the Association by
the City (signed by the City Engineer) specifying what amounts are
to be paid to the Developer shall constitute authorization by the
City to the Association for releases of the specified funds to the
Developer out of the Reserved Funds.
to the Developer of the amounts
authorization by the City Engineer
Payment by the Association
specified in a letter of
to the Assoc iat ion shall
constitute a release of the Association for the funds disbursed
from the Reserved Funds, in accordance with the letter of
authorization from the City.
4. Remedies of City.
It is further agreed that should the Reserved Funds be
insufficient to complete the development wor. k required by the
Subdivision Improvements Plans, the City, after duly. considering
the public's interest, health, safety and welfare may at its
option complete such development work and resort to any and all
legal remedies against the Developer.
5. Liability of Association.
Nothing in this Agreement shall make the Association
liable for any funds other than the Reserved Funds; provided that
the Association does not release any Reserved Funds to the
Developer except as stated in this Agreement. Anything to the
contrary herein notwithstanding, the City must demand payment of
the balance of the Reserved Funds in accordance with Paragraph 2
herein, prior to the expiration of the "Demand Period." For
purposes of this Agreement the "Demand Period" shall commence upon
the issuance of the land development permit for the construction
of the required improvements specified in the Subdivision
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Improvement Plans, and shall expire twenty-three (23) months
thereafter; provided that the expiration date of the Demand Period
shall be extended for the period of any time extensions granted by
the City pursuant to Article XI, Section 5, of the City's
Subdivision and Platting Regulations. In the event that the City
fails to demand payment of the balance of the Reserved Funds prior
to-the expiration of the Demand Period, the Association's
obligations and liabilities under this Agreement shall terminate.
6. Purpose.
It is understood that the sole purpose for this Agreement
is to provide assurances to the City that certain required
improvements will be constructed in accordance with the
Subdivision & Platting Regulations of the City. The Reserved
Funds are not intended by the parties to benefit directly or
indirectly any person, entity or association not a party to this
Agreement.
7. Acknowledgment of Association.
By execution of this Agreement the Association
acknowledges that it has funds in reserve in accordance with the
terms and conditions of this Agreement for the sum of Ten Million
Two Hundred Twenty-five Thousand Dollars ($10,225,000.00).
8. Guarantees.
Upon full execution of this Agreement, Developer shall
provide the City with original, executed Guarantees from all
General Partners of Developer, in the fOrm annexed hereto as
Exhibit "B."
9. Choice of Law.
This Agreement shall be interpreted according to the laws
of the State of Florida.
10. Litigation/Venue.
In the event there is any litigation arising out of this
Agreement, the prevailing Party shall be entitled to recover all
costs and reasonable attorneys' fees incurred therewith,
including, but not limited to, any such costs and fees incurred at
trial and appellate proceedings. The venue of any litigation
arising out of this Agreement shall be Palm Beach County, Florida.
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11. Notice.
Ail notices, waivers, and elections which any Party shall
be required (or shall desire) to make or give under this ~greement
shall be in writing and shall be sufficiently made or given only
when delivered in person and receipted for or mailed, full postage
prepaid by certified mail, return-receipt requested, addressed in
the following, manner:
To Developer:
To Association:
To City:
12. Titles.
only.
13.
c/o Steven W. Deutsch
2455 East Sunrise Boulevard
International Building, Suite 1106
Ft. Lauderdale, Florida 33304
Attention: Real Estate Finance
101 Park Avenue
New York, New York 10081
City Manager
120 East Boynton Beach Boulevard
Post Office Box 310
Boynton Beach, Florida 33435
Paragraph headings in this Agreement are for convenience
Succession.
The terms, covenants, and conditions of this Agreement
shall be binding upon and inure to the benefit of the Parties
hereto and their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have set their hands
and seals this 30~ day of
1987.
Witnesses:
(1)
(2)
QUANTUM ~SSOCIATES, a Flor ida
G enera~~.~ ~ership
Edward B. Deutsch, as
General Partner
Witnesses: _
Its Ed%yard Shevlin, J/,. ~
¥i¢8 Prosid0n%
CITY OF BOYNTON BEACH, a
Municipal Corporation of the
t~es Mayor
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EXHIBITS
"A" - Legal Description
"B" - Form of Guarantees
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051807-2
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GUARANTEE
THIS GUARANTEE, is made and executed this 22. day of July ,
1987, by Quantum. Associates~ a Florida General Partnership( the "Guarantor") .
WHEREAS, Quantum Associates, a Flor ida general partnership
("Quantum."), Chase Manhattan Bank~ N~'A~ (the "Association") ~. and
the City of' Boynton Beach (the. "City") entered into a Surety
Agreement dated the 30~ day of ~Ujkh~_~'~- , 1987 (the "Surety
Agreement"), a copy of which is annexed hereto as Exhibit "A"; and,
WHEREAS, .Quantum is obligated to complete the" required
improvements described in the Subdivision .Improvements -Plans
(which Plans are more particularly described in the Surety
Agreement) within the time specified in the C~ty's Subdivision and
Platting Regulations, which obligations of Quantum regarding the
completion of said required improvements are hereinafter refer~ed
to as "Quantum's Obligations"; and,
WHEREAS, the City has required the execution of'this Guarantee
by Guarantor as a condition to the approval and recording of
certain plats of the property constituting Quantum Park at Boynton -
Beach; and,
WHEREAS, Guarantor is a general partner of Quantum Associates
and has, thereby, received good and valuable consideration for the
execution of .this Guarantee.
NOW THEREFORE, for the consideration recited herein, and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledge~, the Guarantor does hereby agree as
follows:
1. Guarantor does hereby guarantee to the City payment of
all sums necessary to carry out and complete Quantum's
Obligations, as and when same become due and payable.
2. Quantum and the City may .agree to'extensions of time for
completing Quantum's Obligations, or to indulgences of
p~rtial ' releases of Quantum's 061igations, or to
limiting or lessening the liability of the Guarantor
hereunder.
3. This Guarantee shall not be affected by the death or loss
or diminution of capacity of the Guarantor.
4. This Guarantee is in 'addition to and not in substitution
for any other guarantee, by whomsoever given at' anytime,
5. All paYments'by or on behalf of the Guarantor hereunder
shall be in the form of U.S. Funds.
6. No delay on the part of the City in exercising any rights
hereunder or failure to exercise the same shall operate
as a waiver of such rights, nor shall any modification 'or
waiver' of the provisions of the Guarantee' be effective
unless in writing 'signed by the City.
7. If any part of this Guarantee is deemed invalid under
applicable law~ such provision shall be inapplicable -to
the extent invalid, but the remainder hereof shall not be
invalidated thereby·
8. Any notice' to be given by. City to Guarantor hereunder.
shall be mailed by certified mail, return receipt
requested, or hand delivered, to Guarantor at 2455 East
Sc-rise Boulevard.' Suite 1106. Fort Lauderdale. Florida 33304
9. This. Guarantee shall 'be governed by, and. shall be
construed in accordance with, the laws of the state of
Florida.
10. This Guarantee shall be binding upon the Guarantor, his
.heirs and personal representatives, and' shall inure to
the benefit of the City and its successors and assigns.
11. At .such time as Quantum's Obligations have been
satisfied, this original Guarantee (marked by the City as
null, void, and cancelled) shall be returned to Guarantor.
IN WITNESS WHEREOF, the Guarantor has executed this Guarantee
on the day and year first above written.
Quantum a Florida Geaeral Partuersh.!p
Edward B. Deutsch, Partner
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