R06-124
II
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2 RESOLUTION NO. R06- 18.&./
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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 FAIRMONT PLACE HOMEOWNERS
9 ASSOCIATION, INC., TO SHARE THE PURCHASE
10 COST AND USE OF AN EMERGENCY GENERATOR
11 AT A CITY LIFT STATION AND AUTHORIZING THE
12 CITY MANAGER AND CITY CLERK TO EXECUTE
13 SAID AGREEMENT; AND PROVIDING AN EFFECTIVE
14 DATE.
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17 WHEREAS, the Agreement with the Fairmont Homeowners Association, Inc., will
18 allow both parties to each contribute 50% of the purchase price of a new emergency generator
19 that will be permanently installed at the City's lift station No. 910; and
20 WHEREAS, the generator will be sized to operate the lift station and portions of the
21 adjacent Fairmont Place Homeowners Association, Inc., clubhouse during power outage
22 emergencies; and
23 WHEREAS, the City Commission of the City of Boynton Beach deems it in the best
24 interest, health, safety and welfare of the citizens and residents of Boynton Beach to enter into
25 the Agreement with the Fairmont Homeowners Association, Inc., for sharing the purchase
26 cost and use of an emergency generator to be installed at a City lift station.
27 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
28 THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
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Section 1.
Each Whereas clause set forth above IS true and correct and
30 incorporated herein by this reference.
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Section 2.
The City Commission of the City of Boynton Beach, Florida hereby
S:\CA\RESO\Agreements\Agmt with Fairmont (Emergency Generator).doc
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approves and authorizes the City Manager and City Clerk to execute the Agreement between
2 the City of Boynton Beach and the Fairmont Homeowners Association, Inc., for sharing the
3 purchase cost and use of an emergency generator to be installed at a City lift station, a copy of
4 said Agreement is attached hereto as Exhibit "A".
Section 3.
That this Resolution shall become effective immediately upon passage.
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PASSED AND ADOPTED this ~ day of July, 2006.
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CITY OF BOYNTON BEACH, FLORIDA
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gmt with Fairmont (Emergency Generator).doc
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AGREEMENT TO PROVIDE GENERATOR
IN THE EVENT OF AN EMERGENCY
THIS IS AN AGREEMENT, dated the ~ day of Ju.I~
between:
, 2006, by and
THE CITY OF BOYNTON BEACH, a municipal corporation, organized and
operating under the laws of the State of Florida, with a business address of 100 E.
Boynton Beach Boulevard, Boynton Beach, Florida 33425, hereinafter referred to
as "CITY";
And
THE FAIRMONT PLACE HOMEOWNERS ASSOCIATION, INC., a Florida
not-for-profit corporation, authorized to do business in the State of Florida, with a
business address of 4662 Boxwood Circle, Boynton Beach, FL 33436, hereinafter
referred to as "FPHOA".
WITNESSETH
WHEREAS, FPHOA is a Homeowners Association that owns property located at 4662
Boxwood Circle, Boynton Beach, Florida and additional common areas as described in the
documents filed with the County of Palm Beach, Florida arid,
WHEREAS, FPHOA desires to have the CITY provide a generator to be used to operate
CITY's Lift Station number 910 and a portion of the FPHOA's electrical equipment in the event
of an emergency, or other natural or man-made disaster; and
WHEREAS, the parties hereto have concluded that the most efficient manner in which to
achieve the purposes and goals set forth above would be through the entering of this Agreement;
and,
NOW, THEREFORE, in consideration of the mutual promises' contained herein and
Ten and nolI 00 ($10.00) Dollars and other good and valuable considerations, the receipt,
sufficiency, and adequacy of which is hereby acknowledged, the partieshereto agree as follows:
1.0 The aforesaid recitals are true and correct and are incorporated herein.
2.0 Purpose. The purpose of this Agreement is to authorize the CITY to provide a
generator to the FPHOA in the event of an emergency or other natural or man-made
disaster.
3.0 Responsibilities and Oblieations:
3.1 CITY shall purchase a generator of a sufficient size and power to operate the
CITY's Lift Station Number 910 and FPHOA's lights, air conditioning and some
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appliances at the FPHOA's Clubhouse located at 4662 Boxwood Circle, Boynton
Beach, FL.
3.2 CITY will purchase the generator, and FPHOA will provide CITY with one-half
of the purchase price upon the presentation of an invoice by CITY.
3.3 The generator will be installed within the CITY's utility easement and will be
installed, owned, maintained and operated by CITY.
3.4 FPHOA will be responsible for installing all electrical connections, interlocking
safety equipment, and wiring from the CITY provided interface at the lift station
to FPHOA's facility, in accordance with electrical code requirements.
3.5 CITY will be responsible for installing the generator permanently, facilitating all
connections to its lift station with an external interface for the use of FPHOA, and
periodically testing the generator.
4.0 Term and Termination. This Agreement shall renew from day-to-day, unless
otherwise terminated in accordance with the terms hereof. This Agreement shall
terminate ten (10) years after the date on which the CITY installs the generator, or when
the generator is no longer capable of being repaired, whichever occurs later. Notice of
termination shall be addressed to the CITY or FPHOA as provided in this Agreement.
Upon termination the CITY, at the CITY's option, will remove or replace said generator.
If the CITY opts to replace said generator a new agreement shall be required for
continued service to FPHOA's facilities.
5.0 Indemnification. The FPHOA agrees to indemnify and hold harmless the CITY, its
trustees, elected and appointed officers, agents, servants and employees, from and against
any and all claims, demands, or causes of action whatsoever, and the resulting losses,
costs, expenses, reasonable attorneys' fees, liabilities, damages, orders, judgments, or
decrees, sustained by the CITY or any third party arising out of, or by reason of, or
resulting from the FPHOA's negligent acts, errors, or omissions related to the
performance of obligations pursuant to this Agreement..
CITY is a state agency or subdivision as defined in Chapter 768.28, Florida Statutes, and
agrees to be fully responsible for acts and omissions of its agents, contractors, or
employees to the extent permitted by law. Nothing herein is intended to serve as a
waiver of sovereign immunity by the CITY. Nothing herein shall be construed as
consent by the CITY to be sued by third parties in any matter arising out of this
Agreement or any other contract.
6.0 Default. In addition to the other remedies which CITY may have specifically set forth in
this Agreement in the event of EITHER party's default, EITHER party shall be entitled
to equitable relief to enforce the terms and conditions of this Agreement either through a
decree for specific performance or injunctive relief.
7.0 Notice. Any notice, request, demand, instruction or other communication to be given to
either party hereunder, except where required to be delivered at the Closing, shall be in
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writing and shall be hand delivered or sent by Federal Express or a comparable over-
night mail service, or mailed by U.S. Registered or Certified Mail, return receipt
requested, postage prepaid, to CITY, FPHOA, CITY's Attorney and FPHOA's Attorney,
at their respective addresses listed below, or by facsimile transmittal with a receipt
certifying delivery:
City:
Copy To:
FPHOA:
Copy To:
Kurt Bressner, City Manager
City of Boynton Beach
100 E. Boynton Beach Boulevard
P.O. Box 310
Boynton Beach, Florida 33425
Telephone No. (561) 742-6060
Facsimile No. (561) 742-6090
James Cherof, City Attorney
Goren, Cherof, Doody & Ezrol, P.A.
3099 East Commercial Boulevard, Suite 200
Fort Lauderdale, Florida 33308
Telephone No. (954) 771-4900
Facsimile No. (954) 771-4923
Sheldon Kane, President
4664 Boxwood Circle
Boynton Beach, Florida 33436-4720
Telephone No. (561) 732-9605
Facsimile No. (561) 375-9078
Kenneth S. Direktor, ESQ. Attorney of Record for FPHOA
Bank of America Center
625 N. Flagler Drive, ih Floor
West Palm Beach, Florida 33401
Telephone No. (561) 655-5444
Facsimile No. (561) 832-8987
Notice shall be deemed to have been given upon receipt of said notice. The addressees
and addresses for the purpose of this paragraph may be changed by giving notice. Unless
and until such written notice is received, the last addressee and address stated herein shall
be deemed to continue in effect for all purposes hereunder.
8.0 Assienment. The Contract shall not be assignable by either party.
9.0 Miscellaneous.
9.1 Counterparts. This Agreement may be executed in any number of counterparts,
anyone and all of which shall constitute the contract of the parties. The
paragraph headings herein contained are for the purposes of identification only
and shall not be considered in construing this Agreement.
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9.2 Amendment. No modification or amendment of this Agreement shall be of any
force or effect unless in writing executed by both FPHOA and CITY.
9.3 Attorneys' Fees. If any party obtains a judgment against any other party by
reason of breach of this Agreement, attorneys' fees and costs shall be included in
such judgment.
9.4 Governine Law. This Agreement shall be interpreted in accordance with the
laws of the State of Florida, both substantive and remedial.
9.5 Entire Aereement. This Agreement sets forth the entire agreement between
OWNER and CITY relating to the Property and all subject matter herein and
supersedes all prior and contemporaneous negotiations, understandings and
agreements, written or oral, between the parties.
9.6 Computation of Dates. If any date computed in the manner herein set forth falls
on a legal holiday or non-business day or non-banking day, then such date shall
be extended to the first business day following said legal holiday or non-business
day or non-banking day.
9.7 Time is of the Essence. Time is of the essence and failure of the CITY to
exercise the option granted hereby on or before the Option Acceptance Date shall
cause this Agreement to terminate and be of no further force or effect. The
provisions herein contained shall be strictly construed for the reason that both
parties intend that all time periods provided for in this Agreement shall be strictly
adhered to.
9.8 No Recordine. Neither this Agreement nor any notice or memorandum hereof
shall be recorded in the public records of any county in the State of Florida.
9.9 Interpretation. Should any term or provision of this Agreement be subject to
judicial interpretation, it is agreed by FPHOA and CITY that the court
interpreting or construing the same shall not apply a presumption that the term or
provision shall be more strictly construed against the party who itself or through
its agents and attorneys of each party have participated in the preparation of the
terms and provisions of this Agreement and that all terms and provisions have
been negotiated.
9.10 Captions, Headines, Etc. Captions, headings, section and subsection numbers in
this Agreement are for convenience and reference only, and shall have no effect
upon the meaning of any of the terms or provision herein.
9.11 Waiver. Failure of either party to insist upon compliance with any term or
provision hereof shall not constitute a waiver thereof, and no waiver of any term
or provision of this Agreement shall be effective unless it is in writing and signed
by the party against whom it is asserted. Any waiver of any term or provision of
this Agreement shall only be applicable to the specific term or provision and
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instance to which it is related, and shall not be deemed to be a continuing or
future waiver as to such term or provision or as to any other term or provision.
9.12 No Third Party Beneficiary. The terms and provisions of this Agreement are for
the exclusive benefit of FPHOA and CITY, and not for the benefit of any third
party, and this Agreement shall not be deemed to have conferred any rights,
express or implied, upon any third party.
9.13 Additional Documents. The PARTIES hereby agree from time to time to
execute and deliver such further documents and do all matters and things which
may be convenient or necessary to more effectively and completely carry out the
intentions of this Agreement. FPHOA hereby represents to CITY, with full
knowledge that CITY is relying upon these representations when entering into
this Agreement with OWNER, that FPHOA has sole interest in the Property and
that no other person, entity, or mortgagee has any interest in said Property.
9.14 Leeal Representation. It is acknowledged that each party to this Agreement
had the opportunity to be represented by counsel in the preparation of this
Agreement, and accordingly, the rule that a contract shall be interpreted strictly
against the party preparing same shall not apply due to the joint contribution of both
PARTIES.
IN WITNESS WHEREOF, the PARTIES hereto have made and executed this Agreement
on the respective dates under each signature: the CITY through its City Commissioners, signed by
and through its City Manager, authorized to execute same by City Commission action on the ~
day of Ju..lj ,2006, and FPHOA, by and through the undersigned officers duly
authorized to e ecute same.
CITY
BY:
KUR
APPR
ATTORNEY
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FPHOA
WITNESSES:
THE F AIRMONT PLACE
HOMEOWNERS ASSOCIATION, INC., a
not -for-profit corporation
Florida
BY:
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Print Name
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Print Name
STATEOF riP/t...;~
COUNTY OF ~In J&.~
BEFORE ME, an officer duly authorized by law to administer oaths and take
acknowledgments, personally appeared
who is personally known to me or has provid , as
identification, and acknowledged he/she executed the foregoing 1<\.greement fi the use and purposes
mentioned in it and is duly authorized to execute the foregoing Agreement on behalf of
F fA I t2 IftAO'1,r,o l A t<t.- 11 () A .
IN WITNESS OF THE FOREGOING, ~. ve set my hand and official seal at in the
State and County aforesaid on this ~ day of. , 2006.
,..............................................
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NOTARY PUBLIC
LuJiJA M. Wr1r
Print or Type Name
My Commission Expires: S. ~ 9'. 0 (0
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TO:
FROM:
DATE:
RE:
CITY CLERK'S OFFICE
MEMORANDUM
Barb Conboy
Utilities Manager
Janet M. Prainito
City Clerk
July 27, 2006
R06-124- Agreement with The Fairmont Place Homeowners
Association to provide Generator in the event of an emergency.
Attached are four (4) original documents for the above-mentioned agreement and a
copy of the Resolution. After all agreements have been fully executed please return
one to this office for Central File.
Please contact me if there are any questions. Thank you.
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Attachments
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S:\CCIWPIAFTER COMMISSIONIDepartmental Transmittals\2006\Barb Conboy - Task Order #U04-5-D6 - CH2M Hill Floridan Aquifer - 03-25-D6.doc