87-WRESOLUTION 87-~
A RESOLUTION OF THE CITY COMMISSION OF
THE CITY OF BOYNTON BEACH, FLORIDA,
AUTHORIZING AND DIRECTING THE MAYOR TO
EXECUTE ON BEHALF OF THE CITY A CERTAIN
LAND SWAP AGREEMENT DEALING WITH THE
TRANSFER OF TITLE TO REAL PROPERTY
BETWEEN QUANTUM ASSOCIATES, THE CITY OF
BOYNTONBEACH AND THE FRATERNAL ORDER OF
POLICE, A COPY OF SAID LAND SWAP
AGREEMENT BEING ATTACHED HERETO AS
EXHIBIT 1; PROVIDING AN EFFECTIVE DATE;
AND FOR OTHER PURPOSES.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
THE CITY OF BOYNTON BEACH, FLORIDA THAT:
SECTION 1: The Mayor is hereby authorized and
directed to execute and enter into on behalf of the City
that certain Land Swap Agreement dealing with the transfer
of title to real property between QUANTUM ASSOCIATES, THE
CITY OF BOYNTON BEACH AND THE FRATERNAL ORDER OF POLICE, a
copy of which is attached hereto as Exhibit 1.
SECTION 2: This Resolution shall take effect
immediately upon passage.
PASSED ANDADOPTEDTHIS
~DAY OF APRIL, 1987.
ATTEST:
City ~/~'
(Corporate Seal)
CITY OF BOYNTON BEACH, FLORIDA
Commissioner
d~m~is s idner,,~
040287-14
ltl 6P
LAND SWAP AGREEMENT
THIS AGREEMENT is entered into this day of April, 1987,
by and between Quantum Associates, a Florida general partnership
(hereinafter "Quantum"), the City of Boynton Beach, a Municipal
CorporatiOn (hereinafter the "City")~, and The Fraternal Order of
Police, a (hereinafter the "~OP").
WHEREAS, the City owns that certain 13.04 acre (+) parcel of
land (hereinafter "PCD Property") in the City of Bo~nton Beach,
Palm Beach County, Florida, more particularly described as follows:
The East 1/2 of the NW 1/4 of the SW 1/4 of
Section 16, Township 45 South, Range 43 East,
less the Right-of-Way for Seaboard Coast Line
Railway, and less .I-95 Road Right-of-Way. (as
more particularly shown in that certain survey
prepared by Rafael Saladrigas, F.R.S. &
Associates, dated March 5, 1985 (Job No.
86-S-002), annexed hereto as Exhibit "A"); and,
WHEREA~, Quantum owns that certain 15.1362 acre (+) parcel, of
land (hereinafter "Park Pr'operty-l") and that certai~ 1.00 acre
(~) parcel of land (hereinafter "Park Property-2,) both in the
City of Boynton Beach, Palm Beach County, Florida, collectively
referred to as "Park Property," more particularly desCribed as
follows:
Parcel 92 in that certain survey prepared by
Rafael Saladrigas, F.R.S. & Associates, Drawing
N~ber D-77-S-86 (Job Bo. ~6-S-27). annexed
hereto as Exhibit "B", excepting and excluding
therefrom the 3.8 acre (+) wetland shown on
........ said survey; and,
WHEREAS, the parties hereto desire to exchange the
above-referenCed parcels in accordance with the terms of this
Agreement, in such manner that Quantum owns the fee simple title
to the PCD Property, the City owns the fee simple title to Park
Property-1, and the FoP owns the fee simple title to Park
Property-2; and,
WHERE,, this Agreement is in accordance with Condition 43 of
Ordinance $4-51 (as amended) adopted by the City on December 18
1984. ,
NOW ~EREFORE, for good and valuable considerations, received
by each Party from the other, it is hereby agreed as follows:
I. Quantum's Obligations. Quantum shall be obligated in the
following"manner:
A. Quantum shall pay the FOP $175,000.00 in U.S.
Dollars, which money will be used by the FOP for purposes of
(i) renting a temporary clubhouse while the clubhouse to be
constructed on Park Property-2 is being designed and constructed,
(ii) paying attorneys' fees and accountants' fees incurred in
connection with this Agreement, and (iii) designing and
constructing a clubhouse on Park Property-2 (however, in the event
'that there are any funds remaining after the construction of said
clubhouse, the excess funds may be used in the manner deemed
appropriate by the FOP). Such payment to the FOP shall be made to
the FOP in installments, on an as needed basis for the purposes
set forth in the preceding sentence. The FOP shall present a
written request (by certified mail, return receipt requested),
signed by the President and Secretary of the FOP, to Quantum when
an installment payment is needed. Quantum shall pay the requested
installment within 30 days after receipt of the written request
from the FOP. This payment of 9175,000.00 represents all of-
Quantum's obligations to and regarding the FOP, except as
specified in this Agreement.
B. Within 24 months after the Date of Closing (defined
below) the Park Property shall be filled to ~n elevation of 12.0
feet above mean sea level, with the trees and vegetation being
~..eliminated therefrom in accordance with the grading plan for the
Park' Property currently on file w~th the City's Planning
Department. -
C. Within 24 months after the Date of Closing, the Park
Property shall be in a condition that is suitable for the
construction of playing fields and up to two (2) concession
buildings, in accordance with the subsurface exploration and
geotechnical engineering evaluation (dated September 18, 1986)
prepared by Soil and Material Engineers, Inc. currently on file
with the City's Planning Department.
D. Within 24 months after the Date of Closing, Quantum
shall provide~_~the stormC drainage outfa~I required for the Park
Property, with the City being responsible for all filtrat-ion and
water quality retention.
E. -Within 24 months after the Date-of Clo~ing, QuantUm
shall provide-Utilities to the property line of the Park Property
in accordance-with the construction plans approved by the City as
a part of the City's platting process with respect to Quantum Park
at Boynton Beach, PID.
F~ Within 24 months after the Date of ClOsing, public
access to the Park Property shall be provided in accordance with
the easements dedicated to the Public in the preliminary plats
apProved by the-City as a part of ~he C~ty's platting ~process with
respect to Quantum Park at Boynton Beach, PID.
G. Quantum's obligations h'erein shall survive Closing
(for purpo~ses of~this Agreement "Closing" shall mean the exchange
of deeds described in Paragraph V below).
II. City's and FOP's Obligations.
be obligated in the following manner-
The City and the FOP shall
A. .'As- of the Date of Closing the City represents and
~warrants that the PCD Property shall be-
a. zoned PCD (Planned Commercial District
Development), under the City's Zoning Code, allowing for 287,750
sq. ft. of office use;
b. classified
City's Comprehensive Plan;
as ~Office-Commercial under the
c. platted in accordance with the preliminary Plat
of P.C.D. Center approved by (and on file with) the City as a part
of the City's platting process.
B. The City and the FOP, in their respective use of the
Park Property, as well as all other persons using the Park
Property, shall abide by the terms of the Development Order (as
amended) issued by the City for Quantum Park at Boynton Beach.-
C. The Park~ Property shall be used in perpetuity for
public park purposes, except that Park Property-2 may also be used
by the Fraternal Order of Police as a clubhouse for its members.
Ur NO building or buildings shall be constructed,
installed, or substantially altered on or upon the Park Property
without Quantum's prior written approval of the architectural
-2- ll16P
~plans and drawings for such building(s). Quantum shall act
reasonably and in good faith with respect -to such approval, and
shall base its decision to approve or disapprove on the scheme of
development in the Planned .Industrial Development known as Quantum
Park at Boynton Beach.
E. In developing the Park Property, the City shall
cooperate with Quantum for purposes of maximizing the Public's
beneficial use of t'he Boardwalks to be constructed by Quantum
within the Sand Pine Scrub Preserve area adjacent to the Park
Property.
F. The City's and FOP's obligations herein shall
survive Closing (the term "Closing" being defined in Paragraph IG.
above).
III. Condition Precedent.
As of the Date of Closing the PCD Property shall be free
and clear of the reverter clause contained in that certain County
Deed recorded in Official R~cords Book 644, Page 47; in the event
that such reverter clause has not been properly released by Palm
Beach County as of the Date of Closing,' this Agreement shall be
null and void, and the Parties shall have no further obligations
hereunder. Quantum and the City shall use their best good faith
efforts to achieve the release of said reverter clause by Palm
Beach County. It ~s understood by the City that a reverter clause
limiting the use of Park Property-t to public park purposes will
be contained in the Deed from Palm Beach County conveying Park
Property-i to the City.
IV. Additional Park Prope~tyT1.
Palm Beach County currently owns a right-of-way for Miner
Road pursuant to that certain Right-of-Way Deed recorded in
Official Records Book 4594, Page 1451,' in the-Public Records of
Palm Beach County. Quantum is currently negotiating with Palm
Beach_£ounty and High Ridge Country Club, Inc. for the purpose of
realligning this Miner Road right-of-way Through the proposed
reallignment of the Miner Road right-of-wa~, Quantum is seeking to
obtain fee simple title to a portion of said right-of-way pursuant
to a land exchange involving Palm Beach County, Quantum and High
Ridge Country Club, Inc.
The property that Quantum is seeking to obtain fee simple
title to pursuant to the land exchange referred to in this
Paragraph IV shall be referred to as the "additional property."
If Quantum- obtains fee simple title to the additional property
prior to the Date of Closing hereunder, then that part of the
additional property that abuts' the north boundary of the 'Park
Property shall be included in this Agreement as a part of Park
Property-I in the same manner as if said property had been a part
of Park Property-1 on the date that this Agreement was entered
into. Quantum makes no representa.tions as to its ability to
obtain the fee simple title to the additional property, and this
Agreement is not contingent on its acquisition of such fee simple
title. It is underStood that, in the event that Quantum does
obtain the fee simple title to the additional property, the
property %o be included as a part of Park Property-t is only that
part of the additional property that abuts the north boundary of
the Park Property.
V. impact Fees. The City represents that no traffic impact
fees will be imposed in connection with the development of the PCD
Property. This representation shall survive Closing.
VI. Closing. Closing shall take Place on ,
1987 ("Date of Closing") at the law offices of Moyle, Flanigan,
Katz, FitzGerald & Sheehan, P.A., 625 North Flagler Drive, West
Palm Beach, Florida, or such other location mutually agreed to by
-3- ll16P
the Parties hereto. At the Closing the subject deeds shall be
exchanged in the following manner:
A. Quantum will convey Park Property-2 to the City by
~Statutory Warranty Deed, subject only to (i) those matters of
Public Record as of the date of this Agreement', (ii) matters
appearing on the preliminary plat (approved by the City)
containing such property, and (iii) a reverter clause limiting the
use of the property in perpetuity to Public Park and FOP clubhouse
purposes. The City will then convey Park Property-2 to the FOP by
Statutory Warranty Deed, subject only to (i) those matters of
PUblic Record as of the date of this Agreement, (ii) matters
appearing on the preliminary plat (approved by the City)
containing such property, and (iii) a reverter clause limiting the
use of the property in perpetuity to FOP clubhouse purposes.
B. Quantum will convey Park Property-1 to Palm Beach
County by Statutory Warranty Deed, subject only to those matters
of Public Record as of the date of this Agreement, as well as
matters appearing on the preliminary plat (approved by the City)
containing such property.
C. Palm Beach County will congey Park Property-1 to the
City by County Deed. (in accordance with S125.411, Fla.~ Stats.
[1985)), subject only to (i) those matters of Public Record as of
the date of 'this Agreement, (ii) matters appearing on the
preliminary plat ~approved by the City) containing such property,
and .(iii) a regerter clause limiting the use of the property for
public park purposes.
D. The City will convey the PCD Property to Quantum by
Statutory Warranty Deed, subject only to those matters of Public
Record as -of the date of this Agreement (excluding the reverter
clause referred to in Paragraph IIIA. above). ~
E.. Th~ FOP will quit-claim 'to Quantum (by Quit-Claim
Deed) all of the FOP's right,~ title and interest in and to the PCD
Property and any improvements, thereon. (including, but not limited
to, its rights as a tenant).
VII. Closing Costs and Documents/Taxes. Each Party shall bear
its own closing costs and expenses, and shall, at Closing, 'deliver
to the other Party a standard Mechanic's Lien Affidavit. In
particular, the City shall pay all of the documentary stamp tax
applicable to the transfer of title of the Park Property, and
Quantum shall pay all documentary stamp tax applicable to the
transfer of title of the PCD Property.
VIII. License Agreement. At Closing, Quantum and the FOP shall
enter into a License Agreement for the FOP's temporary use of the
PCD Property, in the form as set forth in Exhibit "C" annexed
hereto.
IX. Attorney's Fees and Costs. ~In any litigation (including,
but not limited to, trial and appellate proceedings) arising
hereunder, the prevailing Party shall be entitled to recover
reasonable attorney's fees and costs.
×. Recording. Neither this Agreement nor any notice thereof
shall be recorded in any public records.
XI. Default. Upon default by any Party, the non-defaulting
Party or Parties shall be entitled to pursue any remedy available
in law or equi~ty, including, but not limited to, specific
performance.
XII. Effective Date. This Agreement shall be effective as of
the date when the last one of the Parties hereto has signed this
-4-
ll16P
Agreement. If not signed by all Parties on or before April 14,
1987, this Agreement shall be null and void.'
IN WITNESS WHEREOF, the Parties hereto have caused this
Agreement to be executed by the proper persons in the manner set
forth below.
WITNESSES:
(1)
QUANTUM ASSOCIATES; a Florida
general partnership
(2)
By:
Edward B. Deutsch,_~_as
General Partner
Dated: April , 1987
WITNESSES:
(1)
(2)
CITY OF BOYNTON BEACH
By :..
Dated: April , 1987
WITNESSES:
(1)
(2)
FRATERNAL ORDER OF POLICE
By:
Dated: April
1987
EXHIBITS: "A" - Survey of PCD Property
"B" - Survey of Park Property
"C" - Form License Agreement
-5- Il16P
052687-4
1577P
EXHIBIT- "C"
LICENSE AGREEMENT
AGREEMENT made this day of , 1987, between
QUANTUM ASSOCIATES, a Florida General Partnership, -herein called
"Licensor," and THE FRATERNAL ORDER OF POLICE, a ,
herein called "Licensee."
In consideration of the mutual promises herein contained, the
parties agree as follows:
SECTION 1 - GRANT OF LICENSE: DESCRIPTION OF PREMISES
Licensor h~reby grants to Licensee, for the sum of One Dollar
($1.00) per month, a license to use~ subject to all of the terms
and conditionS~h~reof-, that certain property (hereinafter "the
Property") described in Exhibit "A," which Exhibit is attached
hereto and made a-part hereof.
SECTION 2 - LIMITATION TO DESCRIBED PURPOSE
The Property_.~maY be used by Licensee solely for the purpose of
using the existing improvement thereon as a 'clubhouse facility for
the Licensee.
SECTION 3 -'TERMINATION
Either party may terminate this Agreement, at any time and for
any reason, by giving thirty (30) days prior written notice to the
other specifying the date of termination.
SECTION 4 - CONDITIONS
A. Licensee shall maintain the Property and any improvements
thereon in the condition that same are in as of the date of thi~
A ~
greemenu.
B. Licensee shall not make any improvements to the Property
without the prior written consent of Licensor, which consent may
be withheld arbitrarily and in the sole discretion of Licensor.
C. Licensee shall and hereby does agree to indemnify and
hold Licensor, its successors and assigns, harmless from and
against all loss, costs and expenses whatsoever, including, but
not limita~d to, attorney's fees, claims, suits and judgments, in
connection with injury to or death of any person or persons or
£
loss of or damage to property, caused by or. in any way connected
with the Licensee's maintenance, use, and/or operation of the
Property.
D. Licensee shall, at its own
hereof, maintain and deliver to
expensel during the. term
Licensor general liability
insurance with respect to the Property, in which both the Licensor
and Licensee shall be named as insured, with limits of One Million
Dollars ($1,000,000) for any one accident. Such ~olicy or
policies shall be in such form and with such insurance company as
shall be reasonably satisfactory to Licensor, with provision for
at least thirty (30) days' notice to Licensor of cancellation.
E~ Licensee'shall not record this Agreement (or any~notice
thereof) in any public records.
F. Anything. in this. Agreement to the contrary
notwiths%anding, in the event that Licensee fails to comply with
any of the .above-listed conditions, Licensor shall have the right
to immediately terminate this Agreement upon written notice to the
Licensee 'Ah '
wl~ out giving the aforementioned 30-days prior notice.
.... SECTION 5 - CONSENT REQUIRED FOR ASSIGNMENT OR SUBLICENSE
No assignment of thi~ license or any interest herein and no
sublicense for any purpose shall be made or granted by LiCensee
without the prior written consent of Licensor, which consent may
be ~arbitrarily withheld in the sole discretion of Licensor.
SECTION 6 - DELIVERY OF NOTICES
All notices given hereunder shall be in writing, and shall be
hand delivered or mailed in the U.S. mail (certified, return
receipt requested) ~ to the following ~ddresses:
Licensor: c/o Steven W. Deutsch, Esquire
2455 East Sunrise Ave.
International Bldg.., Suite 1106
Ft. Lauderdale, FL 33304
Licensee: c/o
until another address is provided by proper notice hereunder.
SECTION 7 - WRITTEN AGREEMENT AS ENTIRE UNDERSTANDING OF
PARTIES
-2- 1577P