R05-172
II
1
2 RESOLUTION NO. R05- /1.1-
3
4
5 A RESOLUTION OF THE CITY COMMISSION OF
6 BOYNTON BEACH, FLORIDA, APPROVING THE
7 AGREEMENT BETWEEN THE CITY OF BOYNTON
8 BEACH AND THE BOYNTON BEACH COMMUNITY
9 REDEVELOPMENT AGENCY FOR CONVEYANCE
10 AND REHABILITATION OF THE OLD HIGH SCHOOL;
11 AND PROVIDING AN EFFECTIVE DATE.
12
13
14 WHEREAS, on March I, 2005, the City Commission of the City of Boynton Beach
15 voted to approve the restoration of the Old High School; and
16 WHEREAS, the City has determined that it is in the public interest to transfer the Old
] 7 High School to the CRA for the maintenance, restoration and redevelopment thereof; and
18 WHEREAS, the CRA will be solely responsible for the for the maintenance, adaptive
19 re-use, insurance, leasing and redevelopment of the Old High School; and
20 WHEREAS, the City Commission of the City of Boynton Beach, upon
21 recommendation of staff, deems it to be in the best interests of the residents and citizens of the
22 City of Boynton Beach to approve the Agreement between the City of Boynton Beach and
23 Boynton Beach Community Redevelopment Agency conveying ownership of the Old High
24 School building from the City to the CRA.
25 NOW, THEREFORE. BE IT RESOLVED BY THE CITY COMMISSION OF
26 THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
27
Section L
Eacb \Vhereas clause set forth above IS true and correct and
28 incorporated herein by this reference.
29
Section 2.
The City Commission of the City of Boynton Beach, Florida does
S:iCA"RESO\Agreements\Inter1ocals\lLA with eRA (Old High School).doc
"
] I hereby approve the Agreement between the City of Boynton Beach and the Boynton Beach
2 Community Redevelopment Agency conveying ownership of the Old High School building to
3 the CRA for maintenance, restoration and redevelopment, a copy of said Agreement is
4 attached hereto as Exhibit "A".
5
Section 3.
That this Resolution shall become effective immediately upon passage.
6
PASSED AND ADOPTED this 5" _ day of OeTob~_, 2005.
7
8
9
]0
11
12
13
14
]5
16
]7
18
19
20
21
22
23
24 ATTEST:
25
26
27
2
29
30
31
32
L' ../V.L'-~ ,
~- ~ /
~rn2ISSione~-
cornmiSS~
~
S:'.CAiRESO\AgreementsilnterlocalsiILA with eRA (Old HIgh School).doc
E)(h~b'T A
R05 - t-'~
AGREEMENT BET\VEEN CITY OF BOYNTON BEACH ("CITY") AND THE
BOYNTON BEACH COMIVIUNITY REDEVELOPMENT AGENCY ("CRA")
This Agreement (hereinafter "Agreement") is made the
5Th
, day of
cc.Tober
2005, between the CITY OF BOYNTON BEACH, a municipality
located in Palm Beach County, Florida (hereinafter "CITY") and BOYNTON BEACH
COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to
Chapter 163, Part III, of the Florida Statutes (hereafter "CRA"), each one constituting a
public agency as defined in Part I of Chapter 163, Florida Statutes.
RECITALS
WHEREAS, Section 163.380, Florida Statutes, authorizes the City to transfer real
property or any interest therein acquired by it for community redevelopment in a
community redevelopment area, as it deems necessary or desirable to assist in preventing
the development or spread of future slums or blighted areas or to otherwise carry out the
purposes of Section 163, Florida Statutes; and
WHEREAS, on March 1,2005, the CITY Commission voted 4-1 to approve the
restoration of the Old High School ("School") and to authorize the CRA to return to the
CITY Commission with the formal documents by AprilS, 2005; and
WHEREAS, the City has determined that it is in the public interest to transfer the
School to the CRA for the prevention of the development or spread of future slums or
blighted areas; and
WHEREAS, the CRA will take sole ownership and control of the School and will
be solely responsible for the maintenance, adaptive re-use, insurance, leasing and
redevelopment of the School.
S:\CA\CRA\Old high school agmt revised 9-23-05 - clean.doq
NOW, THEREFORE, it is agreed and understood by and between the parties
hereto as follows:
SECTION ONE - TRANSFER OF OWNERSHIP
1.1 The City will execute a special warranty deed, attached hereto as Exhibit A, in
favor of the CRA within 30 days of the execution ofthis Agreement.
1.2 The special warranty deed will transfer in fee simple all rights, title and ownership in
the School to the CRA subject to a reversionary interest in favor of the City. The
reversionary interest shall provide for automatic reversion of the property to the City
on written notice that any condition subsequent set forth in this Agreement has not
occurred.
1.3 If CRA is no longer willing or able to comply with the requirements as set forth
within this Agreement, CRA will notify City in writing, and City will exercise its
right to automatic reversion within 30 days of receipt of written notice. If the City
chooses not to exercise its right to automatic reversion, the School, including the
grounds, become the property of the CRA free and clear of any obligations within this
Agreement.
SECTION TWO - DEFINITION OF SCHOOL
2.1 The Old High School ("School") property will include the building at the
building's footprint only. The City will provide ingress and egress across City
property to the School.
S:\CA\CRA\Old high school agmt revised 9-23-05 - c1ean,dOlZ
SECTION THREE - CONSIDERATION
3.1 The City will transfer ownership of the School to the CRA for the amount of
$10.00 and other valuable consideration as set forth herein.
SECTION FOUR - CONTROL
4.1 After the transfer of ownership from the City to the CRA, the CRA will be solely
responsible for maintaining, controlling, adaptive re-use, leasing, insuring,
redeveloping and adapting the School to its future uses. The CRA shall create A
Building's Use Allocation Plan and Restoration Phasing Plan (the "Plan"),
including a parking element addressing the provision of necessary parking for
operation of the adaptive re-use of the School, which shall be contained in a
Master Project Plan that shall be presented to the City Commission for approval.
The Plan shall be submitted to the City for approval no later than 90 days from the
effective date of this Agreement (Condition Subsequent #1). The Plan shall
include Proposed Partnership Agreements with the Boynton Cultural Centre, Inc.
and/or other primary users. Subsequent proposed amendments to the Plan must
be presented to the City Commission for approval.
SECTION FIVE PHASING PLAN FOR RESTORATION AND
REDEVELOPMENT OF THE SCHOOL
5.1 The School will be adaptively re-used and redeveloped in accordance with the
Secretary of Interior's Historic Presentation Standards (36 CFR 68) and as
defined in the CRA Project Plan. The School will be placed in usage in sections or
phases to allow for initial operations to begin as quickly as possible.
S:\CA\CRA\Old high school agmt revised 9-23-05 - c1ean,dog
SECTION SIX - RESPONSIBILITIES OF THE CRA
6.1 The CRA shall maintain the School's interior and exterior in an acceptable, clean,
safe and neat manner. The grounds of the School will be maintained by the City
unless improvements to the grounds are made by the CRA, and in that case, the
CRA will maintain those particular improvements on the grounds, unless
otherwise agreed to by the parties.
6.2 The CRA shall begin Phase I adaptive re-use no later than nine (9) months after
Plan approval (Condition Subsequent #2).
SECTION SEVEN - FUNDING
7.1 The CRA will raise and/or budget $50,000 during the fiscal year during which
this Agreement is executed (Condition Subsequent #3). The purpose of these
funds will be:
a. Acquire building and site from City.
b. Develop partnership agreements with other entities and establish a Project
Team to guide the project completion.
c. Develop and manage a Request for Qualifications to secure a Restoration
Architect and other needed specialists.
d. Develop a Project Plan defining the building use layout, space allocation,
phasing/budgeting and adaptive re-use construction phasing schedule.
e. Submit Project Plan for City Commission approval.
f. Execute a grant funding strategy and complete funding requests.
g. Bid adaptive re-use construction.
h. Phase I Renovation and adaptive re-use commences.
S:\CA\CRA\Old high school agmt revised 9-23-05 - c1ean.do~
7.2 The CRA will raise and/or budget $700,000 during fiscal year 2005-2006
(Condition Subsequent #4).
7.3 The CRA will raise and/or budget $1,250,000 in fiscal year 2006-2007 (Condition
Subsequent #5).
7.4 The CRA will not rely upon the City for funding for the School project.
7.5 This Agreement shall not be viewed as a commitment to budget funds beyond the
current budget year, but failure to budget shall be grounds for reverter to the City.
SECTION EIGHT - REPORTING REQUIREMENTS
8.1 As a condition of the transfer of ownership of the School to the CRA, the CRA
will be required to prepare and submit semi-annual reports to the City, beginning
six (6) months from the effective date of this Agreement (Condition Subsequent
#6).
8.2 The semi-annual reports will be submitted by the Director of the CRA to the
Mayor and Commission of the City, and will contain all pertinent information
with regard to the status of the adaptive re-use and redevelopment of the School,
including but not limited to: financial reports, restoration status, leasing status,
and redevelopment status.
SECTION NINE - REVERTER
9.1 If the CRA fails to meet these deadlines as set forth above, upon written notice,
the School will automatically revert back to the City, unless the CRA and the City agree
in writing to amend this Agreement and extend the deadlines for an amount of time at
least equal to the delays caused by extenuating circumstances. If the CRA fails to meet its
goals of maintenance, restoration and redevelopment of the School in the time frames set
S:\CA\CRA\Old high school agmt revised 9-23-05 - clean,do5
forth herein, and no agreement for extension is reached, the property will revert to the
City upon written notice.
SECTION TEN - NOTICES
10.1 Any and all notices required or permitted to be delivered pursuant to the terms of
this Agreement shall be effective upon receipt, but in any event no later than three
(3) days after posting by U.S. Mail, certified or registered, postage prepaid or one
(I) day after delivery to an expedited courier service such as Federal Express to
the addresses listed below. Any of the parties described herein may change their
address by giving notice to all other parties set forth in this subsection.
If the CITY:
With a copy to:
If the CRA:
City of Boynton Beach
100 East Boynton Beach Boulevard
Boynton Beach, Florida 33425
Attention: Kurt Bressner, City Manager
James A. Cherof, City Attorney
3099 East Commercial Boulevard
Suite 200
Fort Lauderdale, Florida 33308
Boynton Beach Community Redevelopment Agency
639 E. Ocean Avenue, Suite 107
Boynton Beach, Florida 33435
Attention: Douglas C. Hutchinson, Director
S:\CA\CRA\Old high school agmt revised 9-23-05 - clean.dOf)
Kenneth G. Spillias, Esquire
Lewis, Longman & Walker, P.A.
1700 Palm Beach Lakes Boulevard, Suite 1000
West Palm Beach, Florida 33401
SECTION ELEVEN - APPLICABLE LAW
11.1 This Agreement shall be construed in accordance with the laws of the State of
With a copy to:
Florida.
SECTION TWELVE - VENUE
12.1 Each of the parties hereto are authorized to enforce the terms of this Agreement
in a court of law in Palm Beach County, Florida, and may seek all remedies
available at law and in equity. The prevailing party in such litigation shall be
entitled to reasonable costs and attorneys' fees, including fees incurred through
any appeals.
SECTION THIRTEEN - VALIDITY
13.1 In the event anyone or more of the provisions contained in this Agreement is for
any reason held invalid, illegal or unenforceable in any respect, such invalidity or
illegality or unenforceability will not affect any other provision hereof and this
Agreement will be construed as if the invalid, illegal or unenforceable provision
had never been contained herein.
SECTION FOURTEEN - ENTIRE AGREEMENT
14.1 This Agreement constitutes the entire understanding of the parties and any
previous agreements, whether written or oral, are superseded by this Agreement.
S:\CA\CRA\Old high school agmt revised 9-23-05 - clean,dog'
Any amendment of this Agreement must be reduced to writing and executed with
the same formality by both parties.
SECTION FIFTEEN - RECORDATION
15.1 This Agreement shall be recorded in the Public Records of Palm Beach County,
Florida.
SECTION SIXTEEN - INDEMNIFICATION AND INSURANCE
16.1Without waiver of limitation as per Section 768.28(5), Florida Statutes, and to the
extent permitted by law, the CITY and the CRA agree to indemnify and hold harmless
the each other from any claims, losses, demand, cause of action or liability of whatsoever
kind or nature that the CRA or the CITY, or either parties' agents or employees mayor
could incur as a result of or emanating out of the terms and conditions contained in this
Agreement, that result from CRA's or CITY's or any contractor'(s)negligence or willful
conduct (or that of their respective agents or employees) or from breach of this
Agreement.
16.2 CRA shall maintain at its own cost and expense all insurance policies providing
coverage to the Property. However, CRA shall be responsible for obtaining the following
identified insurance and showing City as an additional insured: Certificates of Insurance
reflecting evidence of the required insurance shall be filed with the City's Risk Manager
prior to the commencement of this Agreement. These Certificates shall contain a provision
that coverages afforded under these policies will not be cancelled until at least forty-five
days (45) prior written notice has been given to the CITY. Policies shall be issued by
companies authorized to do business pursuant to the laws of the State of Florida. Financial
S:\CA\CRA\Old high school agml revised 9-23-05 - clean.dog
Ratings must be not less than "A-VI" in the latest edition of "Best Key Rating Guide",
published by A.M. Best Guide.
Insurance shall be in force until the obligations required to be fulfilled under the
terms of this Agreement are satisfied. In the event the insurance certificate
provided indicates that the insurance shall terminate and lapse during the period of
this Agreement, then CRA shall furnish to City, at least thirty (30) days prior to the
expiration of the date of such insurance, a renewed certificate of insurance as proof
that equal and like coverage for the balance of the period of the contract and
extension thereunder is in effect. The CRA shall not utilize the Property pursuant
to this contract unless all required insurance remains in full force and effect.
Commercial General Liability insurance to cover liability bodily injury and
property damage.
Exposures to be covered are: Property, operations,
products/completed operations, and certain contracts. Coverage must be written on
an occurrence basis, with the following limits of liability:
$1,000,000
$1,000,000
$1,000,000
$1,000,000
Combined Single Limit - each occurrence
Combined Single Limit - general aggregate
Personal Injury
Products/Completed Operations Aggregate
CRA shall be responsible to maintain any and all insurance necessary in an amount
adequate to cover the cost of replacement of all improvements, fixtures and contents in the
Property in the event of a property loss (Condition Subsequent #7).
SECTION SEVENTEEN - REMEDIES
17.1 This Agreement shall be construed by and governed by the laws of the State of
Florida. Any and all legal actions necessary to enforce the Agreement will be conducted
S:\CA\CRA\Old high school agmt revised 9-23-05 - clean.do9
in Palm Beach County. No remedy herein conferred upon any party is intended to be
exclusive of any other remedy, and each and every such remedy shall be cumulative and
shall be in addition to every other remedy given hereinunder or now or hereafter existing
at law or in equity or by statute or otherwise. No single or partial exercise by any party of
any right, power or remedy hereinunder shall preclude any other or further exercise
thereof.
SECTION EIGHTEEN - INTERPRETATION
18.1 This Agreement shall not be construed more strictly against one party than against
the other merely by virtue of the fact that it may have been prepared by counsel for one of
the parties.
SECTION NINETEEN - BINDING AUTHORITY
19.1 Each party hereby represents and warrants to the other that each party executing
this Agreement on behalf of the CITY and CRA or any representative in that capacity, as
applicable, has full right and lawful authority to execute this Agreement and to bind and
obligate the party for whom or on whose behalf he or she is signing this Agreement.
SECTION TWENTY - EFFECTIVE DATE
20.1 This Agreement shall become effective on the date last signed by the parties.
SECTION TWENTY-ONE - ANNUAL BUDGET APPROPRIATIONS
21.1 The CRA's obligations under this Agreement are contingent upon annual
appropriation.
S:\CA\CRA\Old high school agmt revised 9-23-05 - clean.dCfO
THE PARTIES HERETO have signed this Agreement as of the Effective Date.
BOYNTON BEACH COMMUNITY
REDEVELOPMENT AGENCY
~L
By: '"
Jeanne Heavilin, Chair
CITY OF BOYNTON BEACH
t~~
ATTEST:
By:
APPROVED AS TO FORM AND LEGAL APPROVED AS TO FORM AND LEGAL
SUFFICIENCTY SUFFICIENCY:
By:
S:\CA\CRA\Old high school agmt revised 9-23-05 - clean.dCfl
By:
or:
~ l"
James Cherof, Esq.
City Attorney
TO:
FROM:
DATE:
RE:
CITY CLERK'S OFFICE
MEMORANDUM
Doug Hutchinson
CRA Director
Janet M. Prainito
City Clerk
October 7, 2005
R05-172 - Interlocal Agreement Between the City and CRA for
the Old High School Project
Attached is the original, partially executed contract described above that was approved
by the City Commission at their regular meeting on October 5, 2005. Please secure the
necessary signatures. Once the documents have been fully executed, please return the
original document to this office for our Central Files.
Thank you.
.
~. Yn. p~
Attachments
S:\CC\WP\AFTER COMMISSION\Departmental Transmittals\2005\Doug Hutchinson - Agreement for Old High School Project,doc