R01-006RESOLUTION R 01- O (o
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF BOYNTON BEACH, FLORIDA,
AUTHORIZING AND DIRECTING THE MAYOR AND
CITY CLERK TO EXECUTE TWO AGREEMENTS
AND MUTUAL RELEASES BETWEEN THE CITY OF
BOYNTON BEACH AND SAUSALITO PLACE
HOMEOWNERS ASSOCIATION, FIRST UNION BANK
AND HOME DYNAMICS CORPORATION,
DELINEATING EACH PARTIES RESPONSIBILITIES
IN REGARD TO THE COMPLETION OF REQUIRED
SITE AND LOT IMPROVEMENTS AT THE
SAUSALITO PLACE SUBDIVISION; AND
PROVDING AN EFFECTIVE DATE.
WHEREAS, Four Waves at Sausalito Place Limited, the original developer
)f Sausalito Place Subdivision constructed homes and developed the Sausalito
Subdivision until approximately July, 1998, when it abandoned the project
and defaulted under its construction loans with First Union Bank; and
WHEREAS, City staff has been involved in negotiations to reach an
with all of the parties, delineating various responsibilities to each party
regard to the completion of the required subdivision improvements;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY
COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
Section 1. The City Commission of the City of Boynton Beach, Florida
:loes hereby authorize and direct the Mayor and City Clerk to execute two
and General Releases between the City of Boynton Beach, Sansalito
Homeowners Association, First Union Bank and Home Dynamics
Corporation, copies of said Agreements being attached hereto as composite Exhibit
Section 2. This Resolution will become effective immediately upon
eo
PASSED AND ADOPTED this I~ day of January, 2001
~t~fClerk
~Corporate Seal)
7/111111111BBx~''
_Co~ioner
Commissioner
2
FROM:
at:
DATE:
CITY OF BOYNTON BEACH
MEMORANDUM
Sue Kruse, City Clerk
Nicholas I. Igwe, Assistant City Attome
Sausalito Place Agreements
January 19, 2001
I have reviewed the Sausalito Place agreements that were approved at the January 16, 2001,
C~mmission's meeting. Under paragraph E-1 of the Security Agreement, First Union Bank shall
ex~cute in favor of the City a Quitclaim Deed to the Security Lot as guarantee that the approved
sit~ plan will be completed. Under the Security Agreement, the executed Security Deed shall be
physically delivered to the City to be held in escrow without recording until the required
improvements are made. I recommend that prior to the execution of these documents by the
Mayor, that you fonvard the attached Quitclaim Deed to First Union Bank for execution..
I fgrward to you the following: Agreement for Security, Quitclaim Deed, Workout Agreement,
Mutual Release-City of Boynton Beach and first Union Bank, Mutual Release - First Union
Bank and Sausalito Place Homeowners' Association, Inc. and Construction Agreement.
NIC/mr
Attachments
ca/Dept/City Clerk/Clerk Memo - Sausalito Place
AGREEMENT FOR SECURITY
THIS AGREEMENT is made on January I(~, 2001, by and between the parties, The
CitY of Boynton Beach, Florida (the "City"), First Union National Bank ("First Union") and
Hq)me Dynamics Corporation, a Florida corporation ("HDC"), and is based on and arises
out of the following facts and circumstances:
i A. First Union is the owner of the following described real property (the "Security
Lc r')located in Palm Beach County:
Lot_.9, Sausalito Place P.U.D., according to the map or plat
thereof as recorded in Plat Book 76, Page 47, Public
Records of Palm Beach County, Florida.
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B. First Union has acquired title to the Security Lot by foreclosure of a
)rtgage given by the developer of Sausalito Place P.U.D., a residential community
=ated within Boynton Beach. At the time of foreclosure, the developer had not
mpleted all of the required subdivision improvements (the "Required
)rovements") at Sausalito Place P.U.D, as are more particularly described in
:hibit A to the Workout Aqreement as hereinafter defined.
C. HDC has contracted to purchase the Security Lot and ten other lots within
.~ Sausalito Place P.U.D. (also acquired by foreclosure from the aforesaid
veloper) from First Union, which other ten lots are referred to herein as the "Ten
ts". HDC has also entered into an agreement (the "Workout Aqreement") and other
reements attached thereto as Exhibits A to ET with First Union, the City, and the
usalito Place Homeowners Association, Inc., being the homeowners association
the Sausalito Place P.U.D., for the completion of the Required Improvements.
3italized terms not otherwise defined herein shall have the meaninqs as defined
the Workout Agreement.
D. Before any certificates of occupancy are issued by the City for the Lots,
the City requires assurances that the Required Improvements will be completed.
E. The parties desire to make provisions for the completion of the
Improvements and the issuance of the certificates of occupancy.
Therefore, the parties agree as follows:
1 As security for the completion of the Required Improvements in accordance
with the Development Plan, First Union will execute in favor of the City a Quitclaim Deed
to the Security Lot in the form set forth in Exhibit B (the "Security Deed"). The executed
Sepurity Deed will be physically delivered to the City to be held by the City in escrow,
without recording, subject to the terms of this Agreement. Upon completion of the
Improvements within One Hundred Twenty (180) days from the date hereof, the Security
Deed will be released by the City and returned to First Union.
2 In the event that the Required Improvements are not completed within 180
days from the date hereof, then the Security Deed may be released from escrow and shall
only then be deemed delivered to the City and subject to recordinq. In that event, the City
shall use reasonable efforts to sell the Security Lot for the purpose of generating funds to
be applied to (i) the reasonable costs and fees incurred by the City directly related to the
transfer of title of the Security Lot to the City, (ii) real estate taxes and maintenance costs
attributable to the Security Lot during the City's ownership thereof, and (iii) the completion
oflthe Required Improvements. In the event the net proceeds from the City's sale of the
security Lot shall exceed the foreqoin.q costs, fees, and expenses, any such excess shall
be paid by the City to First Union. It is the intent of the parties that the Security Deed and
the Security Lot shall stand as security for the completion of the Required Improvements
in Ithe same manner as other forms of security accepted by the City for similar purposes.
i 3 Upon completion of the single family houses under construction on each of
th~ Ten Lots (the "Houses") from time to time and compliance with applicable building
requirements of the City regarding the construction of single family houses, certificates of
oCCupancy for each of the completed Houses will be issued by the City, The sole criteria
for the issuance of certificates of occupancy for each House will be the satisfactory
cOimpletion of the required City inspections, which will be conducted in the manner
generally prevailing for the construction of single family homes in Boynton Beach, and
without regard to any other matter. No certificate of occupancy for any House will be
withheld becauSe of any failure to complete the Required Improvements, any defect or
discrepancy of any kind in the manner in which the Improvements have been completed,
or'any determination that the obligations of the developer of Sausalito Place have not been
ful~filled in any respect. Certificates of occupancy will be issued for each House as it is
comPleted in compliance with this Paragraph, and it shall not be necessary to complete all
Houses before any certificates of occupancy are issued.
! 4 So long as this Aqreement is in effect, and until such time as HDC sells
arid transfers title to the Security Lot, HDC shall be authoriZed to use the Security
LOt as an office for the purpose of providing information to prospective buyers of the
Ten LOts and the Security Lot~ and for the purpose of negotiating, processin.q and
cl0sin.q the resulting sales. As soon as practicable after the execution of this
Agreement, and upon application to the City and the fulfillment of necessary code
requirements, the City will issue to HDC a temporary certificate of occupancy for the
Security Lot, which certificate will allow the uses described in this paragraph. Upon
comPletion of the Required Improvements and release of the Secudty Deed, the provisions
of IParagraph 3 regarding the issuance of a final certificate of occupancy shall apply to the
Security Lot.
i 5 The City acknowledges that (i) the Required Improvements constitute all of
the improvements which the City requires to be completed in order to release the Security
Deed from escrow and return the same to First Union, and (ii) First Union's obligations
under this Agreement shall be satisfied upon delivery of the Security Deed to the City in
accordance herewith. WithOut limiting the foregoing statement in any way, the City further
acknowledges that it has inspected the weir described in Exhibit B to the Workout
A! reement and that same ha been determined to be acceptable to the City without the
need for additional or-remedial work or modification, provided however, the Lake Worth
Drainage District requires the construction of a headwall around the outfall pipe to the L
21 canal which must thereafter be approved and accepted by the District.
c 6 In the event the Security Deed shall be wronqly recorded (i.e., other than in
ac ordance with Section 2, hereof, and the Required Improvements shall have been
I ·
completed ~n accordance with Section 1 hereof, the City shall, at its sole cost and expense
indluding payment of applicable taxes and fees, immediately reconvey the Security Lot to
First Union.
Ex~ecuted by the parties on the stated date:
Home Dynamics Corporation
Filst Union National Bank
. CITY A't~'ORN~Y / -
Se~t, by: STEARNS WEAVER 305 789 3395; 01/10/01 10:19; ~ #889;Page 3/10
WORKOUT AGREEMENT
The parties hereto, First Union National Bank ("First Union"), Sausalito Place
Homeowners' Association Inc. (the "Association"), Home Dynamics Corporation ("Home
Dynamics"), and the City of Boynton Beach, Florida (the "City") stipulate and agree as
follows:
Whereas, on November 17, 1995, a P.UD. for the development of the single family
t~ome communily known as Sausalito Place in Boynton Beach Florida was filed in the
public records of Palm Beach County, Florida; and,
Whereas, the developer, Four Waves at Sausalilo Place Limited ("Four Waves"),
constructed homes and developed Sausalito Place until approximately July of 1998, at
which time Four Waves ceased construction and was othen#ise in default under its
construction loan to First Union; and,
Wheress, Four Waves turned over the Association to the homeowners of Sausalilo
Ptace on September 15, 1998; and,
Whereas, First Union foreclosed and on July 9, 1999 took title to the remaining lots
subject to the lien of its construction mortgage: Lot Nos. 9. 11, 12. 127, 128. 133, 134,
135. 136, 139, and 140 (the "Lots"); and.
Whereas, on July 29, 1999, First Union entered into an agreemenl Io sell the Lots,
which contain homes ~n various stages of completion, to Home Dynamics; and,
Whereas, after entering into the purchase agreement Home Dynamics was
informed by the Building Department of the City, that the City would not issue certificates
of occupancy for the homes constructed on the Lots until such lime as certain
~mprovements to the common areas of Sausalito Place (the "Common Areas") were
completed; and.
Seqt by: STEARNS WEAVER 305 789 3395; 01/10/01 10:19; Jet~F~ #889;Page 4/10
Whereas, the Association, Home Dynamics and the City have identified those
improvements (the "Required Improvements") which upon completion will be sufficient and
adequate for the City to re-issue necessary building permits and certificates o! occupancy
for the homes constructed On the Lots, which Required Improvements are set forth in the
letter agreemenl (the "Development Plan") attached hereto as Exhibit "A"; and,
Whereas, contemporaneously with the parties' execution of this agreement, the
~ssociation and Home Dynamics have entered into a construction agreement (the
"Construction Ag reement") to complete the Required Improvements to the Common Areas,
ai copy of which is attached as Exhibit "B";
Now, therefore, the Parties hereto resolve and agree as follows:
1. FUNQING OF IMPROVEMENTS TO COMMON AREAS. In (~rde; to fund the
Required Improvements as specified in the Development Plan and the Construction
A~greement, First Union and the Homeowners' Association shall forthwitl~ deposit
$~ 00,000.00 and $25,000.00, respectively, into an escrow account established as a sub-
aCcount of the trust account of law firm of St. John, Dicker, Krivok & Core, P.A. maintained
at Palm Beach National Bank and Trust. The monies deposited in the Construction
ACcount shall be used exclusively for funding the construction of the Required
Improvements pursuant to the Construction Agreement, the budget thereto, and the
Development Plan.
The Construction Account shall be administered in accordance with the provisions
of the Construclion Agreement regarding draw requests, inspections, title requirements,
governmental permits and approvals, hold backs and final payment.
First Union's cOntribution to the Construction Account shall be limited exclusively to
Ilia initial contribution of $100,000.00. Any.additional sums required to complete the
Sent by: STEARNS WEAVER 305 789 3395; 01/10/01 10:20; ~ #889;Page 5/10
Required Improvements over and above the amount specified in the Construction
Agreement shall be as provided in the Construction Agreement.
2. PERFORMANCE COLLATERAL IN FAVOR OF THE CITY - The City t~as
requested adequate security to ensure the completion of the Common Areas. First Un,on
shall deliver into escrow a quit-claim deed for Lot 9 which for a period of 180 days from
the date of the final execution of this agreement shall stand as security for the completion
of the Required Improvements pursuant to the terms of the Agreement for Security
executed contemporaneously herewith between First Union, Home Dynamics, and the City
appointed therein, a copy of which is attached as Exhibit "C". During ~the construc~n
period, Home Dynamics may use Lot g as a sales office for the other Lots pursuant to the
terms of the Occupancy Agreement attached hereto as Exhibit "D", which use shall be
allowed by the City.
3. OWNERSHIP OF FUNDS IN CONSTRUCTION ACCOUNT - Prior
completion of lhe construction of the Required Improvements and final payment to Home
Dynanmcs, First Union and the Association shall retain an ownership interest in the balance
of the Construction Account in accordance with the percentage of their initial contribution.
The Association shall be entitled to the balance, if any, of the Construction Account after
completion of the construction and final payment to Home Dynamics is made.
4. RELEASES - Contemporaneous with the execution of this Agreement, Ir~
consideration of First Union's performance hereunder including w~thout limitation its
contribution to the Construction Account and provision of collateral to the City, the
Association and First Union shall execute the mutual release attached as Exhibit
~'eleasing First Union and the Association from any and all claims between arising in
connection in any way with Sausalito Place up until the time of entry into this Agreement
Contemporaneous with the execution of this Agreement, First Union and the City shall
Page 3 of ~
Sen~ by: STEARNS WEAVER 305 789 3395; 01/10/01 10:20; ,,/et'rex #889;Page 6/10
execute the mutual release attached as Exhibit "F", releasing each other from any and all
claims arising in connection in any way with Sausalito Place up until the time of entry into
this Agreement.
5. This Agreement, and the agreements attached as exhibits hereto, contain the
eh!tire agreement of the parties concerning the matters addressed herein and there are no
other oral or written contracts, promises, or understandings with respect to the subject
r'natter hereof.
6. First Union's entry into this agreement is without prejudice and shall not be
deemed in any way or used by any party in any subsequent administrative, legal or other
proCeedings to assert that First Union has any liability, obligation or responsibility to any
party, person or entity, to develop the Lots, the Common Areas, or any other aspecl of
sausalito Place,
7. The parties do not intend that there are any third party beneficiaries to tl3is
agreement.
i 8. The persons executing this agreement have been duly authorized to execule
and enter into this agreement and to bind the respective parties hereto,
Date: __
SAUSALITO PLACE HOMEOWNERS'
ASSOCIATION INC.
Date: !
HOME DYNAMICS CORPORATION
APPROVE~D] AS TQ~FORM~ Page 4 of 5
MUTUAL RELEASE
FIRST UNION NATIONAL BANK AND CITY OF BOYNTON BEACH, FLORIDA
KNOWN ALL MEN BY THESE PRESENTS:
THAT First Union National Bank first party, and City of Boynton Beach, Florida,
second party, for and in consideration of the sum of ten (10.00) Dollars, or other valuable
cons derations exchanged between them, the receipt of which is hereby acknowledged,
i HEREBY mutually remise, release, acquit, satisfy, and forever discharge each
other, of and from all, and all manner of action and actions, cause and causes of action,
sUits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties,
cCvenants, contracts, controversies, agreements, promises, variances, trespasses,
d~mages, judgments, executions, claims and demands whatsoever, in law or in equity,
which said parties had or may have had, whether known or unknown, arising in connection
or related in any with the Sausalito Place P. U. D. located in Boynton Beach, Florida up until
the date of execution of this release.
FIRST UNION NATIONAL BANK CITY OF BOYNTON BEACH, FLORIDA
D~ite://~.~_~ ~ £ / Date: /5¢!
G :\W-LIT\09627~439~release f&c
Page 1 of 1
MUTUAL RELEASE - FIRST UNION NATIONAL BANK
AND SAUSALITO PLACE HOMEOWNERS' ASSOCIATION, INC.
KNOWN ALL MEN BY THESE PRESENTS:
THAT First Union National Bank first party, and Sausalito Place Homeowners'
ASsociation, second party, for and in consideration of the sum of ten (10.00) Dollars, or
et
her valuable considerations exchanged between them, the receipt of which is hereby
;knowledged,
HEREBY mutually remise, release, acquit, satisfy, and forever discharge each
other, of and from all, and all manner of action and actions, cause and causes of action,
s~ts, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties,
cQvenants, contracts, controversies, agreements, promises, variances, trespasseS,
damages, judgments, executions, claims and demands whatsoever, in law or in equity,
which said parties had or may have had, whether known or unknown, arising in connection
o~ related in any way with the Sausalito Place P.U.D. located in Boynton Beach, Florida
up until the date of execution of this release.
FI!RST UNION NATIONAL BANK
SAUSALITO PLACE HOMEOWNERS'
ASSOCIATION INC.
Date:
(~
By: Ronald~ent
Date:
~V-LI'r109627~439~release.f&s
Page 1 of I
OCCUPANCY AGREEMENT
THIS OCCUPANCY AGREEMENT ("Lease") dated January m, 2001, is made and entered into by and
between First Union National Bank, a national banking association, its successors and assigns
("Landlord"), and Home Dynamics Corporation, a Florida corporation ("Tenant").
WITNESSETH:
As partial consideration for the performance by Landlord and Tenant of their respective obligations under
the terms of that certain Workout Agreement (the "Workout Agreement") by and among the Landlord,
Tenant, Sausalito Place Homeowners Association, Inc. and the City of Boynton Beach, Florida (the "City"),
Landlord hereby agrees to permit Tenant to occupy the Premises described in Section 1 below subject to
the terms, covenants, agreements and conditions hereinafter set forth:
1. DEFINITIONS. Unless the context otherwise specifies or requires, the following terms shall have
the meanings herein specified:
1.1 "Lease Commencement Date" shall mean the date hereof; "Lease Termination Date" shall
m~an the earlier of (i) the date upon which title to the Premises shall be conveyed to the City pursuant to
the quit-claim deed referred to in Section 2 of the Workout Agreement, (ii) the date upon which the Premises
shall have been conveyed by the Landlord to Tenant pursuant to that certain purchase and sale agreement
(tl~e "Sales Contract") dated July 29, 1999 by and between Landlord and Tenant, (iii) such date as Landlord's
obligation to convey the Premises to Tenant pursuant to the Sales Contract may be terminated, in
acpordance with the terms thereof, or (iv) the date this Lease may be terminated by Landlord following the
ocpurrence of an Event of Default (as defined in Section 7.1).
1.2 "Premises" shall mean collectively, that certain real property described as Lot 9, Sausalito
Plpce P.U.D., as recorded in Plat Book 76, at Page 47, of the Public Records of Palm Beach County, Florida,
together with any residential or commercial structure or other improvements constructed orto be constructed
on such real property, and all appurtenances relating thereto.
1.3 "Term" shall mean that time period between the Lease Commencement Date and the Lease
Termination Date.
2. TERM. The term of this Lease shall commence on the Lease Commencement Date and subject to
the provisions hereinafter contained, shall terminate on the Lease Termination Date.
3. USE. Tenant shall use the Premises as Tenant's sales office for homes held for sale by Tenant in
th~ community known as Sausalito Place in Boynton Beach, Flodda and all legal uses directly related thereto
(cpllectively, the "Permitted Purpose"), and for no other purpose without the pdor written consent of Landlord.
Prior to Tenant's use of the Premises for the Permitted Purpose, Tenant shall have obtained and shall
maintain, throughout the Term hereof, all permits, licenses, certificates of occupancy and other
governmental approvals, consents and licenses which may be required to carry out the Permitted Purpose.
4. RENT. No rent shall be payable by Tenant hereunder during the Term of this Lease; provided,
however, that Tenant shall be liable for and pay for all costs and expenses attributable to the Premises
during the Term of this Lease, including, but not limited to, (i) all homeowners association fees and
assessments (regular or special) payable from time to time to Sausalito Place Homeowners Association Inc.,
(iix all fees and charges payable in connection with water, sewer, electrical, telephone and waste removal
utility services and (iii) any code enforcement or other liens or charges that may be imposed upon the
Premises during the Term.
5. UTILITIES. Landlord makes no representations as to the availability to the Premises of water.
se~Ner, electrical, waste removal or other utility services and in no event shall Landlord be liable, because
of;any inability to hook up.or connect to such utility services or for any interruption or cessation of such utility
services.
6. INSURANCE; INDEMNITY.
6.1 Tenant will, at its sole cost and expense, procure and maintain (i) special (formerly known
a~ "all risk") insurance with respect to the Premises in an amount not less than the full replacement value
of the Premises and (ii) commercial liability and property damage nsurance against claims for bodily injury,
death or property damage occurring in the Premises, in an amount not less than One Million Dollars
($1,000,000.00) combined single limit, with commercially reasonable deductibles.
6.2 Tenant's insurance shall be with an Alfred M. Best's "A-" rated company licensed to transact
business in the State of Florida. Landlord shall be named as additional insured under Tenant's insurance,
arid such insurance shall be primary and non-contributing with any insurance carried by Landlord. Tenant's
in surance policies shall contain endorsements requiring thirty (30) days notice to Landlord prior to any
c~ ncellation or any reduction in amount of coverage. Within thirty (30) days after demand therefor by
L~[ndlord, the Tenant shall furnish Landlord with evidence that such demand has been complied with.
6.3 Tenant as a material part of the consideration to be rendered to Landlord, hereby agrees that
it Will indemnify Landlord and save it harmless from and against any and all claims actions, damages, liability
arid expense in connection with loss of life, personal injury and or damage to property arising from or out of
aqy occurrence in, upon or at the Premises, or the occupancy or use by Tenant of the Premises or any part
thereof, or occasioned wholly or in part by any act or omission of Tenant, its agents, contractors, employees,
setrvants, lessees or concessionaires. In case Landlord shall, without fault on its part, be made a party to
any litigation commenced by or against Tenant, then Tenant shall protect and hold Landlord harmless and
sl~all pay all costs, expenses and reasonable attorney's fees incurred or paid by Landlord in connection with
SL~C.h litigation. In addition, Tenant, as a material part of the consideration to be rendered to Landlord, hereby
Vg~e~Ves all claims against Landlord for personal injury or death, property damage or other loss to Tenant, its
nts, employees, officers, contractors, licensees, invitees or third persons in or about the Premises from
any cause, except Landlord's gross negligence or willful misconduct, arising at any time.
7. WAIVER OF SUBROGATION. Tenant and Landlord release each other and waive any right of
repovery against each other for loss or damage to their respective property, which occurs on or about the
Prlemises (whether due to the negligence of either party, their agents, employees, off cers, contractors,
licensees, invitees or otherwise), to the extent that such loss or damage is reimbursed by insurance
prpceeds.
8. REPAIRS. Tenant, at its sole cost and expense, shall keep the Premises at all times in a neat, clean
ar d sanitary condition in accordance with the regulations and laws of all applicable governmental agencies,
ar d Tenant shall neither commit nor permit any waste or nuisance thereon. Tenant shall, at its sole cost and
e> pense, repair and replace all damage or injury to the Premises and to fixtures and equipment caused by
TE~nant or its employees, agents, invitees, licensees, subtenants, contractors, or subcontractors, or
a., signees. If Tenant fails to make, maintain or keep the Premises in good repair and such failure continues
fo 'five (5) days afterwritten notice from Landlord, Landlord may perform, but is not obligated to perform any
su ch required maintenance and repairs, and the cost thereof shall be payable by Tenant within ten (10) days
of receipt of an invoice from Landlord.
9. TENANT'S PROPERTY. Furnishings, trade fixtures and equipment installed by Tenant shall be and
remain the property of Tenant. On expiration of the Term, if there is then no Event of Default, Tenant may
remove any such property and shall repair the Premises to the same condition as when the Term
commenced, ordinary wear and tear excepted. If Tenant fails to close on its acquisition of the Premises in
accordance with the terms of the Sales Contract and fails to remove such property as required under this
-2-
Lease, Landlord may do so and keep and use or dispose of the same in its sole discretion without any liability
to Landlord on account thereof.
10. ALTERATIONS BY TENANT. Tenant shall not make any material structural or aesthetic
improvement, alteration, addition, or installation in the Premises without the prior written consent of Landlord,
which consent shall not be unreasonably withheld or delayed.
11. ASSIGNMENT; SUBLETTING. Tenant shall not, directly or indirectly, assign or sublet under this
Lease or any part thereof, nor permit all or any part of the Premises to be used or occupied by another,
wlthout first obtaining the written consent of Landlord. Any mortgage, pledge or assignment of this Lease
shall constitute an assignment for the purposes of this Section. Any assignment or subletting made without
such Landlord's consent, shall be voidable by Landlord.
12. LIENS. Notwithstanding any provision of this Lease to the contrary, Tenant shall not, under any
c~rcumstances, have the power to subject the interest of Landlord in the Premises to any construction or
materialmen's liens or liens of any kind nor shall any provision in this Lease ever be construed as
empowering the Tenant to encumber or cause the Tenant to encumber the title or interest of Landlord in the
Premises. In order to comply with the provisions of Section 713.10 Florida Statutes, it is specifically
provided that neither the Tenant nor anyone claiming by, through or under the Tenant, including but not
li_rnited to contractors, subcontractors, matedalmen, mechanics and laborers, shall have any right to file or
pl~ace any kind of lien whatsoever upon the Premises, and any such liens are specifically prohibited. All
parties with whom the Tenant may deal are put on notice that the Tenant has no power to subject the
Landlord's interest to any claim or lien of any kind or character, and all such persons so dealing with the
T~nant must look solely to the credit of the Tenant, and not to the Landlord's interest or assets. Tenant shall
Put all such parties with whom the Tenant may deal on notice of the terms of this Section. If at any time a
lien or encumbrance is filed against the Premises or the Building as a result of Tenant's work, materials or
obligations, Tenant shall promptly discharge said lien or encumbrance, and if said lien or encumbrance has
n~t been removed within thirty (30) days from the date it is filed, Tenant agrees to deposit with Landlord cash
in an amount equal to one hundred fifty percent (150%) of the amount of the lien, to be held by Landlord
(without interest to Tenant, except as may be required by law) until the lien is discharged.
13. CASUALTY. If the Premises are destroyed or damaged in any material respect by fire, hurricane
orr other casualty, either Landlord or Tenant may, terminate this Lease by written notice to the other party
hereto, effective as of the date of such notice.
14. CONDEMNATION. If all orany part ofthe Premises shall betaken under power of eminent domain
o~ like power, or sold under imminent threat thereof to any public authority or private entity having such
power, this Lease shall terminate, effective as of the date possession is required to be delivered to such
authority or entity. All condemnation awards and similar payments shall be paid and belong to Landlord,
except any amounts awarded or paid specifically for Tenant's trade fixtures and relocation costs (provided
such awards do not reduce Landlord's award): Without limiting the generality of the foregoing, all leasehold
interest awards shall belong to and be paid to Landlord, and Tenant shall execute any assignment
or other documentation requested by Landlord to effectuate such award or payment.
15. ACCESS. Tenant shall permit Landlord to enterthe Premises at all reasonable times for the purpose
of inspecting, altering and repairing the Premises and of ascertaining compliance by Tenant with the
p~ovisions of this Lease. Landlord may showthe Premises to prospective purchasers at any time. Landlord's
rights of access granted pursuant to this Section are subject to (i) reasonable advance notice provided to
Tenant (not less than twenty four (24) hours) and (ii) Tenant's right to have a representative of Tenant
accompany Landlord or its agents in connection with such access except that the two foregoing conditions
shall not apply in the event of an emergency where Tenant or its representatives are not available.
16. SIGNS. Upon expiration or termination of this Lease, all signs installed by Tenant shall, at Tenant's
expense, be removed, and any damage resulting therefrom shall be promptly repaired.
17. TENANT'S DEFAULT.
17.1 All rights and remedies of Landlord herein enumerated shall be cumulative, and none shall
eXclude any other rights or remedies allowed by law or in equity. The occurrence of any of the following shall
constitute an "Event of Default" of this Lease by Tenant: (i) Tenant shall default in the payment of any sums
to ibe paid by Tenant hereunder at the time and in the amount as herein provided, which default is not cured
wiihin three (3) days after receipt of notice of such default from Landlord; (ii) Tenant shall violate or fail to
perform any of the other conditions, covenants or agreements herein made by Tenant, and such violation
orifailure shall continue for a period of ten (10) days after written notice thereof to Tenant by Landlord or,
if Such violation or failure shall reasonably require longer than ten (10) days to cure, if Tenant shall fail to
commence to cure same within ten (10) days after receipt of notice thereof and continuously prosecute the
culring of the same to completion within ninety (90) day§ afterthe first occurrence of such violation or default;
(iii) Tenant shall make a general assignment for the benefit of its creditors or shall file a petition for
bankruptcy or other reorganization, liquidation, dissolution or similar relief; (iv) a proceeding is filed against
Tenant seeking any relief mentioned in (iii) above and said proceeding is not discharged within ninety (90)
days of the filing thereof; (v) a trustee, receiver or liquidator shall be appointed for Tenant on a substantial
part of its property; or (vi) Tenant shall mortgage, assign or otherwise encumber its leasehold interest.
i 17.2 Following the occurrence of an Event of Default, the Landlord may, in its sole discretion, re-
enter and take possession of the Premises with or without terminating this Lease, and remove any property
c 'ntained therein the event
_q . In of such re-entry, Landlord shall have the right, but not the obligation, to
diyide or subdivide the Premises in any manner Landlord may determine, and to lease or let the same or
pc~rtions thereof for such periods of time and at such rentals and for such use and upon such covenants and
cqnditions as Landlord may elect in its sole discretion, applying the net rentals from such letting in any
m~nner determined by Landlord.
~ 17.3 Any and all property which may be removed from the Premises by Landlord, pursuant to the
adthority of this Lease or of law, to which Tenant is or may be entitled, may be handled, removed or stored
by Landlord at the sole risk, cost and expense of Tenant, and Landlord shall in no event be responsible for
th~ value, preservation or safekeeping thereof. Tenant shall pay to Landlord, upon demand, any and all
expenses incurred in such removal and all storage charges against such property. Any such property of
Tenant not removed from the Premises or retaken from storage by Tenant within sixty (60) days after the
er~d of the Term shall be conclusively deemed to have been forever abandoned by Tenant and may either
be retained by Landlord as its property or may be disposed of in such manner as Landlord may see fit in its
s01e discretiOn.
17.4 Tenant agrees, that if it shall at any time, fail to make any payment or perform any other act
or its part to be made or performed under this Lease, Landlord may, but shall not be obligated to, and after
re asonable notice or demand and without waiving, or releasing Tenant from any obligation under this Lease,
make such payment or perform such other act to the extent Landlord, in its sole discretion, may deem
d~sirable, and in connection therewith, to pay expenses and employ counsel. All sums so paid by Landlord
ar ~d all reasonable expenses in connection therewith shall be payable within ten (10) days after delivery to
Tenant of the invoice therefor.
la
r6
17.5 Any payments required to be made by Tenant under the provisions of this Lease not made
Tenant when and as due, shall from the date when the particular amount became due to the date of
~yment thereof to Landlord bear interest at the rate of fifteen percent (15%) per annum or the maXimum
Nful rate of interest allowed by law (whichever is lower).
17.6 Mention in this Lease of any particular remedy shall not preclude Landlord from any other
medy, in law or in equity. Tenant hereby expressly waives any and all rights of redemption granted by or
under any present or future laws in the event of Tenant's being evicted or dispossessed for any cause, or
in the event of Landlord's obtaining possession of the Premises, by reason of the violation by Tenant of any
o! the terms, covenants, agreements or conditions of this Lease or otherwise. Notwithstanding the
aforementioned, Tenant-shall pay all and singular the costs, charges, expenses, and attorneys' fees,
reasonably incurred or paid at any time by the Landlord, including initial collection efforts and continuing
through all litigation, appeals and any post-judgment execution efforts until fully satisfied, because of the
failure of the Tenant to perform, comply with and abide by each and every of the terms, covenants,
agreements and conditions of this Lease.
18i. QUIET ENJOYMENT. If and so long as Tenant pays all charges payable hereunder and keeps and
pe!rforms each and every term, covenant, agreement and condition herein contained on the part of Tenant
to ibe kept and performed, Tenant shall quietly enjoy the Premises without hindrance by Landlord, subject
to !he terms, covenants, agreements and conditions of this Lease and of the Workout Agreement.
19i.. HOLDOVER TENANCY. If Tenant shall hold over after the expiration of the Term, at Landlord's
op!ion, Tenant may be deemed to be occupying the Premises as a tenant from month to month, which
tenancy may be terminated by seven (7) days notice. During such tenancy, Tenant agrees to pay to
Laindlord, monthly in advance, Rent in an amount equal to $2000.00, and to be bound by all of the terms,
coyenants, agreements and conditions herein specified.
20i. AMENDMENT; WAIVER. This Lease constitutes the entire agreement between the parties regarding
thb occupancy of the premises. This Lease shall not be amended or modified except in writing signed by
bolh parties. Failure of Landlord to exercise any of its rights in one or more instances shall not be construed
as~ waiver of Landlord's right to strict performance of such rights or as to any subsequent breach of any
suph dghts.
21. NOTICES. All notices pursuant to this Lease shall be in writing and shall be effective when mailed
by! Certified Mail (return receipt requested) or delivered (i) to Tenant at Home Dynamics Corporation,4788
W~st Commercial Boulevard, Tamarac, Florida 33319, Attn: Michael Schack; (ii) to Landlord atthe Premises
wilh a copy to Mark P. Dikeman, Esquire, Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.,
Sqite 2200, Museum Tower, 150 West Flagler Street, Miami, Florida 33130; or (iii) to such other addresses
as may hereafter be designated by either party by written notice.
22~. SEVERABILITY. The parties intend this Lease to be legally valid and enforceable in accordance
with all of its terms to the fullest extent permitted by law. If any term hereof shall be invalid or unenforceable,
thg parties agree that such term shall be stricken from this Lease, the same as if it never had been contained
hffrein. Such invalidity or unenforceability shall not extend to any otherterm of this Lease, and the remaining
terms hereof shall continue in effect to the fullest extent permitted by law, the same as if such stricken term
ne~ver had been cOntained herein.
23. SUBORDINATION. The rights of Tenant hereunder are and shall be subject and subordinate to the
rig~hts, title and interests of City from time to time under or pursuant to the Workout Agreement or the quit-
claim deed referred to therein. This Section shall be self-operative and no further instrument of
su~)ordination shall be required by the City, but Tenant agrees upon request of Landlord, from time to time,
to lexecute whatever documentation may be required to further effect the provisions of this Section'
2~. TIME. Time is ofthe essence ofthis Lease and appliesto all terms and conditions contained herein.
Al "days" set forth in this Lease shall be deemed to be "calendar days" unless specifically stated to the
cc ntrary.
h(
L(
SUCCESSORS AND ASSIGNS. All terms, provisions, covenants and conditions to be observed
~1 performed by each party hereunder shall be applicable to and binding upon each such party's respective
irs, administrators, executors, and permitted successors and assigns. All expressed covenants of this
ase shall be deemed to be covenants running with the land.
26. RELATIONSHIP OF PARTIES. Anything in this Lease to the contrary notwithstanding, it is agreed
that Landlord shall in no event be deemed to be a partner or engaged in a joint venture with, or an associate
i
of Tenant in the conduct of its business nor shall Landlord be liable for any debts incurred by Tenant in the
conduct of its business. Nothing contained in this Lease shall be deemed or construed to confer upon
Landlord any interest in the business of the Tenant. The relationship of the parties during the Term shall at
all times be that of landlord and tenant.
27i WAIVER OF TRIAL BY JURY. It is mutually agreed by and between Landlord and Tenant that the
respective partieS hereto shall and hereby DO WAIVE TRIAL BY JURY in any action, proceeding or
coi~nterclaim brought by either of the parties hereto against the other on any matters arising out of or in any
way connected with this Lease.
281 APPLICABLE LAW. This Lease shall be construed according to the laws of the State of Florida,
within which the Premises are located.
29i BROKER INDEMNIFICATION. Landlord and Tenant each respectively represents and warrants to
the other that no broker or agent negotiated or was instrumental in negotiating or consummating this Lease,
and each party hereto agrees to indemnify the other against any loss, expense (including reasonable
att~orneys' fees), cost or liability incurred by the other as a result of a claim by any broker or finder claiming
byi or through such party.
30. SURRENDER OF PREMISES. Except in the event Tenant shall acquire the Premises in
accordance with the Sales Contract, Tenant agrees to surrender to Landlord, at the end of the Term, the
Promises in as good condition as the Premises were at the Lease Commencement Date (or any later date
upon which construction of the proposed residence thereon shall have been completed), ordinary wear and
tear excepted.
31. ATTORNEYS' FEES. In the event of any litigation, mediation or other proceedings to enforce the
terms of this Lease, the party not prevailing in such dispute shall pay any and all reasonable attorneys' fees
and costs incurred by the other party in enforcing or establishing its rights hereunder.
32. RECORDING/MEMORANDUM OF LEASE. At Landlord's request at any time during the Term,
Te~nant agrees to immediately join in a Memorandum of Lease in form and content satisfactory to Landlord,
wl~ich Memorandum, at Landlord's sole discretion, may be recorded in the Public Records of Palm Beach
Cqunty, Flodda. In no event shall this Lease or any memorandum of this Lease be recorded without
Landlord's prior written consent, which consent shall be in the Landlord's sole discretion.
33. RADON. GAS. Radon is a naturally occurring radioactive gas that, when it has accumulated in a
building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels
oflradon that exceed federal and state guidelines have been found in buildings in Florida. Additional
information regarding radon and radon testing may be obtained from your county public health unit.
-6-
IN WITNESS WHEREOF, the respective parties have signed, sealed and delivered this Lease on
the date and year written below.
WITNESSES:
LANDLORD:
FIRST UNION NATIONAL BANK, a national
banking a.z~ ciat,~n
.~-Y'./J'osel::}hCF. Eor~lmat°; Vice President
Dated: January ~5, 2001
WITNESSES:
TENANT:
HOME DYNAMICS CORPORATION, a Florida
cor~o~rat!o/
By: ~i~a~ Schack~,'PreSident
Dated: ,January .~'~ 2001
-'7-
CONSTRUCTION AGREEMENT
i THIS CONSTRUCTION AGREEMENT ("Agreement") is made this ~ day of
,..~,4,~'~ , 2001 ("Effective Date"), between SAUSALITO PLACE HOMEOWNERS
ASSOCIATION, INC. ("AsSociation'') and HOME DYNAMICS CORPORATION, a Florida Corporation
("Home Dynamics").
~ 1 . REPAIRS AND OTHER WORK. Home Dynamics agrees to perform the Work set forth
on EXhibit "A" attached hereto ("Work") and shall use its best effort to complete the Work within ninety
(90) dgys from the Effective Date of this Agreement. Work shall be performed between the hours of 7:00
a.m. and 6:00 p.m., unless otherwise authorized by the Association.
2. PERFORMANCE OF THE WORK. The parties agree that in connection with the
performance of the Work set forth on Exhibit "A":
A. All Work to be performed under this Agreement shall be done by Home Dynamics or
its authorized, insured and licensed contractors or subcontractors.
with
appli¢
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B. All Work shall be performed in a good and workmanlike manner and in conformance
he original engineering plans submitted to and approved by the City of Boynton Beach, with all
.able codes, manufacturers' specifications and accepted industry standards. Home Dynamics shall
>onsible for having permits issued, complying with all applicable laws and regulations during
nance of the Work, and obtaining all required approvals for the Work, including but not limited to,
vals required by the City of Boynton Beach and the Lake Worth Drainage District. Permit and
:tion fees for the Work shall be paid from the funds described in Paragraph "3." All permit,
:tion and other fees related to the individual Units shall be the sole responsibility of Home Dynamics.
C. Work on completing the 11 Units, including landscaping and lot irrigation, shall be done
iformance with existing architectural standards within the Sausalito Place community in accordance
~'ity of Boynton Beach approved landscaping and architectural plans.
3. PAYMENT. The Association shall provide the law firm' of St. John, Dicker, Krivok &
P.A. (the "Firm") with $25,000, which sum shall be held in escrow in a sub-account of the Firm's
Lccount (the "Account"). First Union Bank will deposit $100,000 in the Account. Home Dynamics
;ubmit invoices and a certificate of completion from an engineer selected by Home Dynamics to the
~'or the Work, excluding work related to the Units. Invoices shall not include any sums for Home
nics' profit or overhead. Within three days of receipt of an invoice and certificate, the Firm shall
:se funds from the Account sufficient to pay the invoice for the Work certified as being completed.
~nds representing Home Dynamics' profit as shown on Exhibit "A" shall be disbursed to Home
nics within three days after final approval of all work from the City of Boynton Beach. The
',iation shall not interfere with any requested draw of funds. The Firm waives all rights to the Account
Page 1
funds. The Firm shall hold funds in the Account pending resolution of any dispute.
Home Dynamics shall use its best efforts to complete all Work, excluding the Units, for $125,000,
or less. Home Dynamics is not responsible for any of the expenses of the Work, excluding the Units. If
the actual cost to complete any line item of Work exceeds the budgeted amount therefor, Home Dynamics
shall provide the Association prior notice of the increased cost and the reason for the increase. The
Association shall be responsible for payment of any excess cost. If there are any funds remaining at the
completion of the Work, excluding the Units, the Association shall be entitled to those funds.
All payment applications shall be accOmpanied by partial releases of lien for all labor and materials
furnished as part of the Work for which payment is sought. A final payment, constituting the entire unpaid
balance of the cost of the Work will be made by the Association to Home Dynamics within three days from
Work being completed, and upon receipt of a Final Contractor's Affidavit, Final Releases of Lien. After
inspection by the City, the cost to bring any Work into conformance with City requirements shall be solely
at Home Dynamics' expense, without recourse to the funds held in any escrow account.
4. WARRANTY. Home Dynamics warrants that all work will be performed according to
applicable building codes and other governmental requirements. Home Dynamics further warrants that
the work will be free from any defect which materially impairs the functional utility of the work for a
period of six months after the time the Work is inspected and passed by the City. The foregoing warranty
is stri,:tly limited to its express terms and shall not extend to the aesthetic quality of the Work, to defects
whic[ might tend to require maintenance or repair after the period of warranty, or to minor defects or
discrepancies which do not materially impair the functional utility of the Work. Acceptance of the Work
by the City shall create a presumption that the Work is in conformity with the foregoing warranty. Home
Dyna~ nics will assign to Association all warranties, express or implied, of any contractors or subcontractors
retain ~d by Home Dynamics in connection with the Work. The parties acknowledge that Home Dynamics
will 1: e engaging in construction of the Units after the final lift is placed on the roadway, and that such
activi :ies create a likelihood of wear and tear to the roadway greater than that which would be experienced
in the roadway in proximity to an occupied residence. Home Dynamics will not be responsible for such
additional wear and tear to the roadway, provided that the wear and tear is the result of prudent
const~xtction practices and that substantial damage to the roadway surface does not result. During
const~ xtction of the Units, Home Dynamics shall only utilize the Lawrence Road entrance and shall only
use th~ roadway between the entrance and the Units. Home Dynamics shall be responsible for any damage
to any other portion of the roadway caused by Home Dynamics, its employees, contractors and
subcontractors. Upon completion of construction activities, Home Dynamics will be responsible for
general cleanup and repair to the roadway to the degree there is damage in excess of that which is described
in the preceding sentence.
5. PROTECTION. Home Dynamics shall take all usual and reasonable measures to protect
persons and property from injury or damage during the progress of the Work. Home Dynamics shall be
respopsible for any injuries to persons and/or damage to property caused by the Work, except for damage '
attributable to the Association's failure to take reasonable precautionary measures requested in writing by
Home Dynamics. Home Dynamics shall return any property damaged during the Work to the condition
Page 2
it was in before the damage occurred. Home Dynamics shall carry workers' compensation, and general
liability insurance in the amount of $1,000,000, or as required by the City, whichever is greater.
Home Dynamics shall indemnify and hold harmless the AssociatiOn, its officers and directors,
against the cost of defending any and all claims for damages to the person or property of others, arising
solelyi out of Home Dynamics' negligent or wrongful acts in the performance of this Agreement.
i 6. NO LIENS. Home Dynamics agrees to properly pay all laborers, subcontractors and
suppliers for labor and materials furnished in the performance of the Work and to properly remove, by
payment or bonding, any lien or claim of lien filed against the property within the Association as a result
of Home Dynamics' performance of the Work. Failure to remove or discharge any lien within sixty (60)
days after Home Dynamics has received notice of its filing and the Association's demand to remove or
discharge shall be a default under this Agreement.
7. INSPECTION. Home Dynamics shall give written notice to the Association ("Completion
Notice") upon completion of each item of Work at least 3 days before submitting the completed Work to
the City for inspection.
' 8. DECLARATION OF COVENANTS. While Home Dynamics is the record title holder
of an' Lot within Sausalito Place, Home Dynamics shall be bound by the Declaration of Covenants,
Rest~ :tions and Easements for Sausalito Place Homeowners Association ("Declaration"), Bylaws, and
Articl es of Incorporation of Sausalito Place Homeowners Association, Inc. Among other requirements,
Hom{~ Dynamics shall pay assessments pursuant to the Declaration, unless otherwise waived by the
Asso{~,iation. Home DynamiCs shall request an estoppel letter from the Association for any assessments
owed >efore closing each Unit. Home Dynamics shall provide the Association notice of a sale of a Unit
so the Association can meet with the purchaser(s) before closing.
9. OCCUPANCY. Pursuant to the Declaration, Home Dynamics shall not sell any Unit
unles: there will be at least one occupant of the Unit 55 years of age or older, unless the Association's
Boart'[ of Directors approves an exception pursuant to the terms of the Declaration. Home Dynamics shall
provi~ te the Association proof of compliance with this age restriction before closing the sale of any Unit.
10. ACCESS. Until such time as the Work and construction on all Units is completed, and
as long as construction is actually progressing, at least one gate to the Sausalito Place community will
remain open between the hours of 7:00 a.m. and 7:00 p.m.
Home Dynamics may place or erect signs in connection with its sale of the Units, subject to the
following:
One sign announcing the sale of the Units may be placed at the Lawrence Street gate. The
sign shall be prominent and visible from the street. The content and design of the sign shall
be within the discretion of Home Dynamics, but it will not cOntain any offensive language
or colors. The sign will present a dignified appearance consistent with signage generally
Page 3
employed by developers in Palm Beach County for the sale of new homes. The sign will
conform to all applicable codes and ordinances.
A sign may be placed at each gate to the community containing information for potential
purchasers of the Units on how to gain access and the location of the Home Dynamics sales
office. Said signs will not be larger than is reasonably necessary to effect such purpose.
Home Dynamics shall be entitled to admit potential purchasers access to the community
through the existing teleentry system.
Co
On or near the front door to each Unit, until such time as the Unit is conveyed to a buyer,
Home Dynamics may erect a sign, not to exceed the dimension of 2 feet by 2 feet,
containing the word "Available" and, if deemed desirable by Home Dynamics, a telephone
number and the name "Home Dynamics" and the corporate 10go.
Do
Home Dynamics may use one Unit at any one time as a sales office. A sign may be erected
in a suitable place on the lot containing the sales office identifying it as such and setting
forth the hours of operation. Home Dynamics may also place flags in the front lawn of the
sales office, but such flags shall be removed each evening.
Upon the closing of the conveyance of all Units, Home Dynamics Will remove, at its sole
expense, all signs it has placed on or about the Sausalito Place community.
Home Dynamics can purchase a "clicker" for $50 which will permit its representative to enter the
community. The Home Dynamics representative can then open the gate for any person interested in
viewing Units owned by Home Dynamics.
11. GOVERNING DOCUMENTS AND "CLICKERS". Home Dynamics shall be
re spohsible at its own cost for supplying purchasers of its Units with the Association's Declaration, Bylaws
and ~ ~rticles of Incorporation, and with "clickers" for gate access.
12. MISCELLANEOUS.
A. Modification. No modification, waiver, amendment, discharge or change of this
Agreement shall be valid unless the same is in writing and signed by the party against which the
enfor :ement of such modification, waiver, amendment, discharge or change is sought. This Agreement
is ent irely between the parties hereto relating to transactions contemplated by this Agreement and all prior
or contemporary disagreements, understandings, representations and settlements, oral or written, are
merg.~d herein.
B. Disputes. This Agreement shall be strictly enforced in accordance with the terms herein
and v rith the laws of the State of Florida. This Agreement shall be binding upon and inure to the benefit
of the parties hereto, their representative heirs, administrators, successors and assigns. The venue for any
dispute shall be a court of competent jurisdiction in Palm Beach County, Florida.
Page 4
C. Exhibits. All Exhibits annexed hereto are incorporated and are made part of this
Agreement.
D. Titles. All sections, titles or captions contained in this Agreement are for convenience
only and shall not be deemed to be a part of this Agreement and shall not affect the meaning or
interpretation on this Agreement.
E. Enforcement. If it becomes necessary to hire an attorney to enforce any provision of
this Agreement, the prevailing party shall be entitled to recover their costs and attorneys fees incurred prior
to suit, as well as in litigation, appeal and any arbitration, bankruptcy or administrative proceeding.
13. NOTICES. All notices, demands or other communications given hereunder shall
be given in writing and shall be deemed to have been duly given upon mailing by United States Registered
or Certified Mail, Return Receipt Requested, postage prepaid to both representatives of each party, or by
facsimile or actual delivery (including overnight delivery service) at the addresses as follows:
If to the AsSociation, to:
If to Home Dynamics, to:
Ronald S. Goldfeder, President
Sausalito Place Homeowners Association, Inc.
70 Sausalito Drive
Boynton Beach, Florida 33436
4788 W. Commercial Blvd.
Tamarac, Florida 33319
and
and
St. John, Dicker, Krivok & Core, P.A.
Attention: Scott A. Stoloff, Esq.
500 Australian Avenue South, Suite 600
West Palm Beach, Florida 33401
Fax 561-659-0850
Edward Schack, Esq.
7954 Pines Blvd.
Pembroke Pines, FL 33024
Fax 954-894-5688
IN WITNESS WHEREOF and intending to be legally bound, the parties have signed this
Agreement on the dates noted below.
i HOMEJ)YNAMICS CORPORATION
Its: /-~. /
SAUSALITO PLACE I-IOMEOVqNERS
ASSOCIATION, INC.
'Ronald S. Goldfeder, l~resident
DATE:
T:\USERS\SCOTT~ 1307X 130704.2agr. wpd
Page 5
BUDGET FOR SITE WORK
TO BE PERFORMED BY HOME DYNAMICS CORPORATION
SAUSALITO PLACE PUD
Item Price
Paving $40,000.00
R&R Damaged Asphalt $11,000.00
Striping & Signage $5,000.00
Engineering & Survey Fees $13,920.00
Clean Catch Basins $7,500.00
Headwall & Yard Drain $16,855.00
~od $1,500.00
Headwall $5,000.00
Landscaping (Along canal and lakefront) $9,000.00
Contingency $15,000.00
Contractor's Fee $15,000.00
'~'otal $'i 39,775.00
~ngineering Fees Invoiced ($9,420.00)
Adjusted Total $130,355.00
EXHIBIT
Prepared by:
EDWARD J. SCHACK
7954 Pines Boulevard
Pembroke Pines, FL 33024
QUITCLAIM DEED
THIs QUITCLAIM DEED, is made on January '~,~001, between FIRST UNION NATIONAL BANK
CG!RANTOR"), and CITY OF BOYNTON BEACH, FLORIDA ("GRANTEE'S.
GR~ANTOR, for and in consideration of the sum of Ten Dollars, to GRANTOR in hand paid by GRANTEE,
the! receipt whereof is hereby acknowledged, has granted, bargained and sold to GRANTEE, and
GRANTEE s successors and assigns forever, all the right title, interest, claim and demand which GRANTOR
has in the following described land, situate, lying and being in Palm Beach County, Flodda:
Lot 9, Sausalito Place P.U.D., according to the map or plat thereof as
recorded in Plat Book 76, Page 47, Public Records of Palm Beach County,
Flodda.
, Property Appraiser's parcel identification number:
To Have and to Hold said property unto GRANTEE AND GRANTEE's heirs and assigns forever.
This deed has been executed in accordance with the terms of that certain Agreement for Secudty entered
of ~ven date between GRANTOR, GRANTEE, and Home Dynamics Corporation relating to the completion
of certain improvements to the Sausalito Place PUD and other matters. The terms of that Agreement
determine the time and manner in which delivery of this deed is to be effected.
Ex~ ;cuted by GRANTOR on the date set forth above.
Wi1 nessed by:
, " FIRST UNION NATIONAL BANK
V~ n~.Name~-~"]~-~'~/~'~'~'~'/'¢~ ~ Jo~eph~i=. P'~r~unato, Vice President
-~-__.~'~ .... ~
Wi1 ness Nar;ne: (~,~
ST, kTE OF FLORIDA .
CC UNTY OF
.A.c~nowledge. d before me on January ~,~-~, 2001, by Joseph F. Fortunate, Vice President of First Union
National BanK, who is personally known to me or who provided
! as proof of i~lentification.
! ,,~,,. Elba Acosta '
,
' =.~.~b/~Expires blarch il,2004 Notar~P~blic ESR
-.~.~,~ .E~-:~.~
'~e[;O' A~lantSe Bondin~ Co., [ne.
The City
Boynton ifte! tch
City Clerk's Office
I00 E. Boynwn Beach Boulevard
P.O. Box 310
Bo~vnton Beach, Florida 33425-0310
(561) 742-6060
FAX: (561) 742-6090
CERTIFICA TION
I, SUZANNE M. KRUSE, CITY CLERK of the City of Boynton Beach, Florida, do
hereby certify that the attached are true and correct copies as they appear in
the records of the City of Boynton Beach, Florida.
1. Memo dated 1/19/01 to Sue Kruse, from Nicholas Igwe (1 page)
2. Agreement for Security dated 1/16101 (3 pages)
3. Workout Agreement (5 pages)
4. Mutual Release First Union National Bank and City of Boynton
Beach, Florida (1 page)
5. Mutual Release - First Union National Bank and Sausalito Place
Homeowners' Association, Inc.
6. Occupancy Agreement (7 pages)
7. Construction Agreement (6 pages).
8. Quit Claim Deed (1 page)
WITNESS, my hand and the corporate seal of the CITY OF BOYNTON BEACH,
FLORIDA,.this Sth day of February, 2001.
SUZANNE M. KRUSE, CMC/AAE
CITY CLERK
February 5, 2001
"An Equal OpportunitylA~'rmative Action/ADA Employer"
DAVID ST. ,JOHN
EDWARD DICKEF~
,JAMES N. KRIVOK
DAVID A, CORE
THERESA 1,4. LEMME
SCOTT A. STOLOFF
NANdY E. ROSS
OF COUNSEL
GEORGE SCHWlND. P.A.
LAW OFFICES
ST. ,JOHN, DICKER, KRIVOK 8: CORE,
SUITE 6OO
500 AUSTRALIAN AVENUE SOUTH
WEST PALM BEACH. FLORIDA 33401
P.A.
January 9, 2001
Via Facsimile 742-6054 and Overnight Delivery
TELEPHONE
(561) 655-8994
TELECOPIER
(561) 659-0850
Nicholas Igwe, Esq.
City of Boynton Beach
100 East Boynton Beach Blvd.
P.O. Box 310
B°ynton Beach, FL 33425
Re:
Sausalito Place Homeowners Association, Inc.
/Subdivision Improvements
Dear Mr. Igwe:
: Enclosed are the revised letter agreement and the revised Construction Agreement. These
doCuments have been revised pursuant to your comments.
As you know, all parties would like this matter to be placed on the January 16, 2001 City
i o
C0mm~ss~on Agenda. We appreciate your cooperation in making an effOrt to achieve this goal.
If I can be of further assistance, please do not hesitate to call me..
For the Firm
SAS/
Enbls.
CC:
Association (w/encls.)
Mark Dikeman, Esq. (w/encls.)
Ed Schack, Esq. (w/encls.)
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DAVID ST. dOHN
EDWARD DICKER
JAMES N. KRIVOK
DAVID A. CORE
THERESA M. LEMME
SCOTT A. STOLOFF
NANCY E. ROSS
OF COUNSEL
GEORGE SCHWlND. P.A.
ST. JOHN,
LAW OFFICES
DICKER, KRIVOK 8~ CORE,
SUITE 300 ~
500 AUSTRALIAN AVENUE SOUTH
WEST PALM BEACH, FLORIDA 33401
January 9, 2001
P.A.
TELEPHONE
(561) 655-8994
TEEECOPIER
(561) 659-0850
Nicholas I. Igwe, Esq.
Assistant City Attorney
City of Boynton Beach
100 East Boynton Beach Blvd.
P.O. Box 310
B0Ynton Beach, FL 33425
Re:
Sausalito Place Homeowners Association, Inc.
/Subdivision Improvements
Dear Mr. Igwe:
This letter shall confirm the parties' agreement concerning subdivision improvements to be
completed.
Punch List attached to the November 8, 1999 Department of Development Building Division
Memorandum No. 99-26 (attached hereto as Exhibit "A")
of asphalt.
Section A) - All items will be completed as part of the installation of the second lift
2. Section B) - Compliance shall be achieved by the installation of a second lift of
asphalt pursuant to the original City approved engineering plans.
3. Section C) - Items 1 through 3 are not required by the City. The original plans as
approved by the City did not require concrete flumes, and the Association approves the existing
drainage design without recourse to the City. Concerning item 4, Mr. Tomkins stated that the control
structure has been inspected and that the weir is in place. The City has re-inspected this and
Nicholas I. Igwe, Esq.,
Assistant City Attorney
January 9, 2001
Page 2
confirmed that the weir is in place. Concerning item 5, the riprap headwall will be installed.
4. Section D) - Striping and signage required by the original City approved plans will
be completed.
5. Section E) - The Engineer of Record has already provided a signed and sealed Letter
of Certification. The Association does not require that a one year guarantee be provided to the City
for the pavement construction. As-builts on drainage, grading, paving, lake slopes, etc., have already
been provided to the City. Upon completion of all improvements listed in the Construction
Agreement, 1 set of signed and sealed as-builts and 1 set o£unsealed mylar will be provided to the
City. Within thirty (30) days of receipt by the City of the signed and sealed as-builts, the City will
only review and determine that the improvements listed in the Construction Agreement have been
completed in accordance with applicable law. All other improvements will be deemed accepted.
Landscape
1. North Boundary - 33 or 34 Live Oaks or comparable native tree species consistent
with project species will be planted spaced 40 feet or less.
2. Lake Plantings - 25 trees will be planted (1 tree per duplex building bordering the lake
tract), comprised of a variety of species taken from the list of species listed in Kevin Hallahan's
November 5, 1999 Memorandum. 250 plants (10 per duplex building bordering the lake tract) will
be planted within the lake maintenance easement. Plant species will be selected from the list in Mr.
Hallahan's November 5,1999 Memorandum.
Other Items
1. A headwall and pipe will be installed at the swale adjacent to the LWDD canal and
Lawrence Road.
2. A yard drain and connection to drainage system between Lots 100 and 111 will be
installed. As part of this process either a temporary easement will be obtained from the owners of
these lots so that the yard drain can be installed.
Permits
Previous building permits will be reissued for all remaining units with the existing plans on
file with the City of Boynton Beach. The City will allow Home Dynamics to make copies of the
existing plans for the purpose ofjobsite sets of plans for inspections and for working drawings to
complete the work on the units. Home Dynamics will provide the City's Building Division with
Nicholas I, Igwe, Esq.,
Assistant City Attomey
January 9, 2001
Page 3
estimated costs for completion of each of the lots and sub-division improvements and the City will
provide costs for re-issuance of permits and inspections. Based on the estimates provided by Home
Dynamics, the costs for permits and inspections for the sub-division improvements shall be
calculated pursuant to law and shall not exceed $2,500.
The funds for the permit fees for the sub-division improvements contained in the
Construction Agreement will be held in escrow pursuant to the Construction Agreement and will be
drawn down by Home Dynamics and paid to the City as required. All previous inspections will
remain valid and reinspections shall not be required. Any permit fees for the individual lots will be
paid directly by Home Dynamics and are not part of the funds held in escrow pursuant to th
Construction Agreement.
The City cannot waive impact fees, capital connection fees or any other impact fee or
governmental fee. However, if the impact fees and other fees payable to other agencies have already
been paid in the initial permit, they will not need to be paid again.
Certificate of Occupancy
Home Dynamics, the City, and First Union will enter into an escrow agreement for one of
the lots as described in the separate Agreement between all the parties. The City will issue
certificates of occupancy upon completion of final inspections of individual homes in due course,
and without any conditions relative to the' subdivision improvements.
The City will allow use of Lot 9 as a sales office by Home Dynamics pending completion of
the subdivision improvements, and will issue a temporary certificate of occupancy for that purpose.
If the City agrees that this letter contains the definitive list of all subdivision improvements
that the City requires be completed, and accurately reflects the City's agreement concerning permit
and certificates of occupancy, please have the City indicate its agreement by having the City
Commission adopt a resolution, ordinance or other instrument agreeing to the terms of this letter.
Thank you for your cooperation.
For the Firm
SAS/
CC:
Association
Mark Dikeman, Esq.
Edward Schack, Esq.
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