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R13-0141 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 RESOLUTION NO. R13 -014 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, APPROVING A DEVELOPMENT AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND BOYNTON OLD SCHOOL PARTNERSHIP, LLC., THAT OUTLINES TERMS AND CONDITIONS ABOVE THOSE CONTAINED IN THE PURCHASE AGREEMENT; AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE THE DEVELOPMENT AGREEMENT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Development Agreement between the City and Boynton Old School Partnership, LLC., is the companion document to the Purchase Agreement the City Commission approved in January, 2013; and WHEREAS, the Development Agreement contains the details regarding the rehabilitation of the Old High School into a commercial and public space; and WHEREAS, upon recommendation of staff, the City Commission of the City of Boynton Beach Florida deems it to be in the best interest of the citizens of the City of Boynton Beach to approve and authorize execution of the Development Agreement between the City of Boynton Beach and Boynton Old School Partnership, LLC for the Old High School Project. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT: Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution upon adoption. Document in Windows Internet Explorer 1 2 3 4 5 Section 2. The City Commission of the City of Boynton Beach, Florida, hereby approves and authorizes the Mayor and City Clerk to execute the Development Agreement between the City of Boynton Beach and Boynton Old School Partnership, LLC., which outlines terms and conditions regarding the rehabilitation of the Old High School into a commercial and public space, a copy of the Development Agreement is attached hereto as 6 Exhibit "A ". 7 0 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 Section 3. That this Resolution shall become effective immediately. PASSED AND ADOPTED this 5 day of February, 2013 CITY OF BOYNTON BEACH, FLORIDA Mayor- = o od w �- ce Mayor — Mack cCray s er J#y Taylor' C Commissioner — Steffen Hol man Com sioner — ne legal ATTEST: i vy t M. Praia to, MMC Clerk Document in Windows Internet Explorer I n ry. Y q THIS DEVELOPMENT AGREEMENT is made this _day of February, 2013 by and between CITY OF BOYNTON BEACH, FLORIDA ( "City "), and the BOYNTON OLD SCHOOL PARTNERSHIP, LLC. ( "Developer "). I" A. Developer was designated by City to develop and finance the Adaptive Reuse/Renovation of the 1927 High School Building located on Ocean Avenue in Boynton Beach, Florida (the "Project "), B. City desires to enter into this Agreement with Developer to design, develop, construct, finance and complete the Project, all as set forth in this Development Agreement. NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which are acknowledged, City and Developer agree as follows 11301yl Ift[IN "Building" shall mean that certain Boynton Beach High School building consisting of approximately 28,000 +/- gross square feet located in Boynton Beach, Palm Beach County, Florida, on the real property more particularly described in Exhibit A l . "Business Day" shall mean any Day, except Saturday, Sunday or any national holiday in the United States recognized by the closing of government offices in Palm Beach County, Florida. "Construction Financing" means all lender construction loans, private equity loans, private equity investments, grants, tax incentives and any other means of financing the Developer intends to rely upon for the construction of the Project. "Contemplated Improvements" means the design as set forth in the plans, specifications, submittals and construction documents pertaining to the Project. "Real Estate Purchase Sale Agreement" shall be that certain Real Estate Agreement made by and between City of Boynton Beach and Boynton Old School Partnership, LLC. dated January 10, 2013. "Operative Agreements" shall mean the Developer Agreement and Real Estate Purchase 1 The building and property which is the subject of this Developer's Agreement is identical to the building and properly identified in the January 10, 2013 Real Estate Purchase Agreement between the parties. ARTICLE I C6 1 JAMMJAiN4N X 4MRWM 1.1. Conditions Precedent. Fhis Development Agreement and all of the Parties' respective obligations under this Development Agreement are subject to and expressly conditioned upon: 1.1.1. Execution of the Purchase and Sale Agreement January 10, 2013. 1.1.2 In the event either the Developer or the City (City Commission) fails to approve and sign this Agreement, both this Agreement and the Real Estate Purchase Agreement between the parties shall be deemed null and void and neither party shall have recourse against the other for such failure. 1.2 Financing Condition. This Development Agreement is expressly conditioned upon Developer securing Construction Financing on or before July 10, 2013 (Financing Contingency Period). If Developer cannot secure the Construction Financing within the Financing Contingency Period, City shall have the right to terminate this Agreement by delivering written notice to Developer within five (5) business days after the expiration of the Financing Contingency Period. If this Agreement is terminated under this provision, then Developer shall, within thirty (30) days of termination, transfer the Building to the City under Article V of this Agreement. 13 I � . 2.1 Construction of the Proiect. Subject to the terms and conditions of this Agreement, the Developer shall cause the design, development, construction and completion the Contemplated Improvements to be performed under the Construction Documents (collectively the "Work" and/or the "Developer's Work "). 2.2 Proiect Design and Construction Services. Developer supervises all design and engineering aspects of the Project for the proper development and construction of the Project. Developer shall enter into a design contract with Contin Architecture and Design as Architect of Record for the Project. Further, as set forth in Section 2.6 herein, Developer shall enter into a Construction Contract with the Contractor of the Project. 2.3 Furnishings and Fixtures. Developer will obtain and install all furnishings and fixtures required for occupancy and operation of the facility. 2.4 Scot_�e of Undertaking. Developer shall cause all Work to be (i) performed in a good and workmanlike manner, in material accordance with the Construction Documents; (ii) delivered to the Project in "turn key" condition free and clear of all construction and similar liens and (iii) materially in accordance with all applicable statutes, regulations, ordinances, codes, orders and approvals, including without 2 limitation, the Americans with Disabilities Act of 1990 and the Florida Accessibility Code (collectively the "Laws "). 2.5 Construction Documents. Developer shall cause the facility to be designed and constructed in accordance with the criteria identified in Construction Documents. Developer shall supervise the performance of architectural, engineering, and all other consultant services regarding the design, development and construction aspects of the Project. 2.6 Construction. (a) Construction Contractor. Developer, has selected Hatcher Construction & Development, Inc. as the Contractor (the "Contractor "). The Developer will enter into a contract with Contractor (the "Construction Contract "). Developer has the right to negotiate and enter into a contract with another contractor should Hatcher Construction & Development Inc. for any reason fail to perform its duties under the construction contract. (b) Project Costs. All costs for acquiring, designing, developing, constructing, and completing the Project in accordance with the Construction Contract shall be paid for by the Developer. (c) Construction Schedule. A proposed Construction Schedule is attached as Exhibit B. City and its employees, consultants and representatives shall have at all reasonable times the opportunity to observe and to inspect the ongoing construction of the Project. 2.7 Compliance with Law. Developer shall take such action to cause the Project to comply with the applicable building code in effect at the time of issuance of the building permits and all other applicable laws and as they are interpreted and enforced by the governmental bodies having jurisdiction, or any recorded restrictive covenant or deed restriction affecting the Project. Developer shall promptly furnish to City, upon receipt by Developer, copies of any and all legal notices received by Developer relating to the Project. Developer shall promptly notify City of any suit proceeding or other action threatened, commenced or taken against the Project, or any part thereof, or against Developer, regarding the Project or any part thereof. 2.8 Proiect Administration. Developer shall administer and coordinate all construction and development activities and any architects, engineers and consultants engaged by Developer, Contractor or their privies regarding the Project, and will enforce all obligations of the architects, engineers, consultants and other contractors and subcontractors under their respective contracts. Without limiting the generality of the foregoing, Developer shall: (a) monitor all Work as it progresses, coordinate and monitor inspections of the Project by testing agents and consultants, and review their inspection reports; 3 (b) apprise City upon reasonable request from the City of the progress and performance of any contractors and subcontractors and provide management as required to assure completion of the Work to be performed by them; (c) coordinate the performance of all contractors and subcontractors and perform such other acts as are customarily performed by a developer to expedite the performance by the contractors under their respective contracts; (d) coordinate subcontractor selections so as to maintain harmonious labor relations; (e) provide recommendations regarding construction methods, availability of materials and labor and cost alternative designs or materials; (f) schedule and conduct progress meetings (at least twice monthly) to discuss procedures, progress, problems, and scheduling; (g) review and monitor safety programs for the Project; (h) conduct special inspections and testing to guard against defects and deficiencies in workmanship; (i) review, advise, and approve with respect to monthly construction applications for payment prepared by contractors and subcontractors and architects, and determine and approve the proper amounts payable and prepare such documentation as is reasonably required to monitor the construction draws; 0) negotiate final payments and/or final settlements with all contractors, subcontractors, and other parties providing work or services for the Project; and, (k) promptly advise City of any delays or anticipated delays in meeting the Construction Schedule and of the actual dates on which the various stages of construction indicated on the Construction Schedule were started and completed. 2.9 Other Services. Developer shall perform such other services to conclude the activities described herein and perform such other functions related to the development and construction of the Project, as within the terms and conditions of the Construction Documents. 2.10 City's Cooperation. City covenants and agrees it shall act diligently and in good faith and shall cooperate fully with Developer in all matters relating to the Project. 2.11 Pro - iect Fees. The City has appropriated and will set aside in a project account $60,000 as incentives for Developer to drawn down and have applied for pay City fees and assessments related to the renovation of the building and property which a developer would otherwise be required to pay, such as (but not limited to):. Permitting, public art fees and application for site plan approval of contemplated improvements. The Developer can draw down from the project account for use towards fees and assessments and the City will apply funds remaining in the project account to pay the fee or assessment. Once the $60,000.00 project account has been applied to fees and assessments, the Developer will be responsible for all remaining fees and assessments. 2.12 Nothing herein shall preclude Developer from seeking additional incentives from the City or the City's Community Redevelopment Agency in City fiscal year 2013-14 and the City or the City's Community Redevelopment Agency agrees to put the Developer's request on the appropriate commission agenda for vote. ARTICLE III SITE PLAN AND OTHER RELATEDAPP 3.1 Site Plan and Other Related ADDrovals. Developer agrees that by March 4, 2013, Developer shall submit to the City of Boynton Beach an application for plat amendment and site plan approval and any other application for the Contemplated Improvements ("Approval Submittal Period"). City shall furnish such information necessary to obtain any and all approvals as Developer reasonably requests. City will initiate the process of land use amendment and rezoning by March 4, 2013. The City must approve the land use amendment and rezoning on or before the closing date as set for in the January 10, 2013 sale and purchase agreement. 3.2 Other Contracts and Agreement. Developer shall prepare and negotiate such contracts, easements, licenses and other agreements as are necessary or desirable for the provision of water, sewer, gas, electric, telephone, cable television and other utilities (collectively "Access and Utility Agreements"), in capacities adequate for the development and use of the Project for its Intended Use. Upon approval of the Site Plan, Developer shall submit detailed water and sewer utility drawings to the City for approval. Developer shall submit water and sewer permit applications and drawings to the Palm Beach County Health Department, obtain all required utility permits, and comply with all regulatory requirements. Developer shall pay all applicable water and sewer capital facilities charges, inspection and televising fees, connection fees, and water meter deposits to the City. I W DI 6'40 1 W W W DI Il 110 WI 4.1 Permitted Use: The Developer as of this Development Agreement has the exclusive right, free of rent or charge of any kind whatsoever, to use, occupy and operate and permit all third-parties to use and to occupy, the Building for all legal purposes. Developer shall retain all revenues derived from the operation of the Building. The City shall not restrict use or rental of the Building in any manner not otherwise prohibited in the City generally, as of the date thereof. The following uses are prohibited: adult entertainment, schools, half-way houses, group homes, sober houses, gas stations or dry cleaners ARTICLE V �WWIWFW 5.1 If either Party fails to satisfy the contingences set for in Article I or if Developer fails to obtain Financing before the end of the Financing Contingency period then this agreement will be deemed terminated and the Developer agrees to return fee simple title to the City to its original or subsequently improved condition no later than 30 business days from date of the expiration of the contingency. The City will provide all necessary documents to effectuate the return of the Building. ARTICLE VI 6.1 The City must enroll in ad valorem tax program before the closing date set forth in the January 10, 2013 Purchase and Sale Agreement. ARTICLE VII 7.1 Term. The term of this Development Agreement shall commence on date this agreement is approved and adopted by the City. This Development Agreement shall continue until the date on which Developer obtains a certificate of occupancy for the Project certifying the Project has been completed under the Plans and the terms of this Development Agreement unless this Agreement is terminated for failure of the parties to satisfy the contingences in Article I. = M I ION k"MA41 WI-101 1JUIRMI 8.1 Insurance Reauirements. During the term of this Development Agreement, the parties shall maintain the following insurance: 8.2 Developer Insurance: (a) Workers' Compensation. Insurance covering all Developer's employees meeting the statutory limits and in compliance with applicable state and federal laws. (b) Commercial General Liabilitv. Coverage shall have minimum limits of $2,000,000. Combined. Single Limits for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations, Products and Completed Operations. City shall be named as an additional insured. (c) Automobile Liabilitv. Coverage will include all licensed, over-the-road vehicles owned or used by the Developer within minimum limits of no less than $ 500,000 per occurrence. (d) Builder's Risk Loss Insurance. Developer, prior to commencing construction, shall procure prior to commencement of construction builder's risk loss insurance, with the City named as an additional insured. The Developer's proceeds of the insurance are pledged by Developer to the City and payable only in the event the project, following an insured against loss, is abandoned by Developer or if construction activity is not resumed (following loss) within sixty (90) days of the insured against loss. If the Developer does not commence construction within 90 days of the insured against loss, then it will be deemed that the Developer abandoned the project. 8.3 Wavier of Subrogation. The City and the Developer each waive any and all rights to recovery against each other and their respective agents and employees for loss or damage to each other arising from any cause insured against under any policy of insurance required to be carried by such waiving party to the extent of all proceeds recovered thereunder. I "A 04 W1 *1 Dieu WN M r 9.1 Developer represents, warrants and covenants to City that: (a) the execution, delivery and performance of this Development Agreement has been duly and validly authorized by all necessary action, corporate or otherwise, by Developer; (b) the execution, delivery and performance of this Development Agreement will not result in a breach or violation of or a default under Developer's articles of incorporation, or under any loan or other agreement or instrument by which Developer is bound, or of any law, order or regulation; (c) Developer is a duly organized, validly existing, and in good standing under the laws of the State of Florida; and 7 (d) there are no claims, actions, litigation, judgments, rulings, suits or proceedings actual, pending, or, to the best of Developer's knowledge, threatened, including, without limitation, bankruptcy or other insolvency proceedings, by or against Developer which, if determined adversely to Developer, would adversely affect Developer's ability to perform its obligations hereunder. 1191 1J D10 113 1 M 10.1 Indemnification by Developer. (a) Developer shall indemnify, defend and save harmless City, and its officers, directors, agents, and employees, and each of them (collectively the "Indemnified Parties" and individually "Indemnified Party ") from and against any and all suits, actions, legal, or administrative proceedings, claims, debts, demands, damages, liabilities, interests and expense of whatever kind or nature arising from any negligent act, omission, or default of Developer or anyone acting under its direction, control, or in its behalf, or for which it is legally responsible, in connection with the Work that causes bodily injury or property damage to a third party. Developer's obligation to indemnify the Indemnified Parties shall be limited to $1,000,000 ( "the cap "), which the parties agree is a reasonable commercial relationship to this Development Agreement. This indemnity obligation is part of the Project specifications or bid documents. The Developer's obligation to provide a defense for an Indemnified Party shall arise regardless of the merits of the matter and shall continue until a final determination of fault is made. If the Developer provides a defense to any Indemnified Party hereunder, the Developer shall have the sole choice of legal counsel. City shall be entitled to recover actual, reasonable attorneys' fees and reasonable court costs and all other costs, expenses and liabilities incurred by City in any action brought to enforce all or any part of this provision, not to exceed the above cap on such indemnification obligation. The Developer's obligations under this paragraph shall in no way limit City's other rights and remedies under this Development Agreement. Notwithstanding the foregoing, Developer's indemnity obligation shall not include claims of, or damages resulting from, gross negligence or willful, wanton or intentional misconduct of any Indemnified Party or for statutory violation or punitive damages except and to the extent the statutory violation or punitive damages are caused or a result from the act or omissions or Developer or any of the Developer's subcontractors, sub - subcontractors, material men, or agents of any tier or their respective employees. (b) Developer's indemnity and defense obligations under this Development Agreement shall survive the Completion of the Project and Final Payment for a period equal to the Statute of Limitations for any action which could be brought against City and shall continue through the duration of any action brought during the applicable time periods. 8 FIVIN I " C 10 1 Di 0 N 11.1 The Developer may assign this Agreement with the written consent of the City. The City may not withhold consent if the proposed assignee's has the financial qualifications to perform this agreement. to perform exceed those of Developer as evidenced by a record of successfully completing two (2) or more historic property re- development/restoration projects within the forty-eight (48) months preceding assignment. Successfully completing means: completed without associated litigation or arbitration and completing the project without a time extension exceeding six (6) months over the project's original timeline. It is expressly agreed that after substantial completion of the project, there will be no restriction to the assignment of the agreement if a merger occurs, acquisition or re-organization of the Developer or its partners or affiliates, or in connection with any loan transaction or other restricting affecting the Developer's interest in the property. 00 NAM- I OW WN MLI 14M 10 . 1 4 12.1 Except as otherwise provided herein, neither party shall be in default under, or breach of, this Agreement or the Operative Agreements to the extent it is unable to perform due to an even of Force Majeure. For the purpose of this Agreement, Force Majeure shall mean and include any act of God, accident, fire, riot, or civil commotion act of public enemy, failure of transportation facilities, enactment, rule, order or act of government instrumentality (whether domestic or international or whether federal, state or local) failure of technical facilities or any other cause of any nature beyond the control of the parties which was not avoidable in exercising reasonable care and foresight. The party claiming Force Majeure shall notice the other party of the occurrence within 10 business days of such occurrence and the likely duration and termination thereof. W41111101 hMIJ 9 [aim 13.1 Any notice required to be given hereunder or under the Purchase and Sale Agreement or Land Lease shall be in writing and mailed, postage prepaid, by United States Certified or Registered Mail, Return Receipt Requested, or dispatched by overnight courier, addressed to the parties as follows, unless a different address is designated by either party under this notice provision For notice to the City: City of Boynton Beach 100 E. Boynton Beach Blvd. Boynton Beach, Florida 33435 Telephone: Facsimilie: With copies to: James A. Cherof, Esq. Goren, Cherof, Doody & Ezrol, P.A. 3099 E. Commercial Blvd., Suite 200 Fort Lauderdale, Florida 33308 Telephone: (954) 771-4500 Facsimile: (954) 771-4923 For notice to the Developer: Boynton Old School Partnership, LLC 826 South Federal Highway, #3 Lake Worth, Florida 33460 Attn: Juan Contin Telephone: (561) 240-4007 Facsimile: With Copies to: Y. Lisa Colon Heron, Esq. Smith Currie & Hancock, LLP 101 NE 3 Ave Suite 1910 Fort Lauderdale, Florida 33301-1286 Telephone: 954-769-5329 Facsimile: 954-524-6927 10 1 RM DI 0 W.10 0[91 14.1 Dispute Resolution. (a) If a dispute arises out of or relates to this Development Agreement or its breach, the parties shall endeavor to settle the dispute first through direct discussions. If the dispute cannot be settled through direct discussions, the parties shall endeavor to settle the dispute by mediation before recourse to litigation. The location of the mediation shall be Palm Beach, Florida, and nowhere else. Once one party files a request for mediation with the other contracting party, the parties agree to conclude such mediation within sixty (60) days of filing of the request. (b) The prevailing party in any dispute arising out of or relating to this Development Agreement or its breach resolved by litigation shall be entitled to recover from the other party reasonable attorney's fees (including expert fees and paralegal fees), costs and expenses incurred by the prevailing party in connection with such litigation and on appeal. 14.2 Entire Agreement. The Development Agreement contains the entire understanding of the parties regarding the this Development Agreement Only, supersedes 10 all prior or other negotiations, representations, understandings and agreements of, by or among the parties, express or implied, oral or written which are fully merged herein. The express terms of this Development Agreement control and supersede any course of performance and/or customary practice inconsistent with any such terms. Any agreement hereafter made shall' be ineffective to change, modify, discharge or effect an abandonment of this Development Agreement unless such agreement is in writing and signed by the party against whom enforcement of such change, modification, discharge or abandonment is sought. This Development Agreement shall be governed by and construed under the laws of the Florida. 14.3 Non - Exclusive Remedies. Except as otherwise provided herein, no remedy herein conferred or reserved is exclusive of any other available remedy or remedies, and each and every such remedy shall be cumulative and shall be in addition to every such remedy given under this Development Agreement or now or hereafter existing at law or in equity or by statute. It is expressly agreed that the remedy at law for breach by the parties for its obligations hereunder is inadequate in view of the complexities and uncertainties in measuring the actual damages sustained by reason of either party's failure to comply fully with each of such obligations. The obligations of each party are expressly made enforceable by specific performance, except as otherwise specifically provided herein. 14.4 No Waiver. Neither the failure nor any delay by either party to this Development Agreement to exercise any right, remedy, power or privilege under this Development Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver or any right, remedy, power or privilege with respect to any occurrences be construed as a waiver of any such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the parties asserting such waiver. 14.5 No Third Partv Beneficiary Ria_ hts. This Development Agreement is made solely and specifically between and for the benefit of the parties hereto, and their respective successors and assigns, subject to the express provisions hereof relating to successors and assigns, and no other person, individual, corporation or entity, whatsoever, shall have any rights, interests or claims hereunder or be entitled to any benefits under or on account of this Development Agreement as a third party beneficiary or otherwise. 14.6 Time Time is of the essence of this Development Agreement. 14.7 Interpretation. No provision of this Development Agreement is to be interpreted for or against either party because that party or that party's legal representative or counsel drafted such provision. 14.8 Additional Acts. In connection with this Development Agreement and the transactions contemplated by this Development Agreement, City and Developer each agree to execute and deliver such additional documents and instruments and take all such necessary action and perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Development Agreement. 14.9 Provisions Separable. The provisions of this Development Agreement are independent of and separable from each other, and no provisions shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other provision may be invalid or unenforceable in whole or in part. 14.10 Countemarts. This Development Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Development Agreement shall be binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected on this Development Agreement as the signatories. 14.11 Captions. The captions in this Development Agreement are inserted for convenience of reference; they form no part of this Development Agreement and shall not affect its interpretation. 14.12 Gender. Whenever the context shall so require, all words herein in any gender shall be deemed to include the masculine, feminine, or neuter gender, and all singular words shall include the plural, and all plural words shall include the singular. 14.13 Relationship Between the Parties. The relationship of the parties shall be limited to the development and construction of the Project. Nothing herein shall be deemed to create a partnership or joint venture between the parties, nor to authorize either party to act as general agent (as opposed to any specific agency relationship described in this Development Agreement) for the other party. 14.14 Authorized Representatives. Any consent, approval, authorization or other action required or permitted to be given or taken under this Development Agreement by City or Developer shall be given or taken by one or more of the authorized representatives of each. For this Development Agreement, the authorized representatives of City shall be the City Manager or her designee; and the authorized representatives of the Developer shall be Juan Contin. Any party hereto may from time to time designate other or replacement authorized representatives to the other party hereto. The written statements and representations of any authorized representative of City or Developer shall be binding upon the party for whom such person is an authorized representative, and the other party hereto shall have no obligation or duty whatsoever to inquire into the authority of any such representative to take any action which he proposes to take. 12 IN WITNESS WHEREOF, the parties have executed this Development Agreement as of the date and year first above written. ATTEST: BY: PRINT NAME: PRINT TITLE: Ak A 4 4 HA GOV CLIENTS\1313 306\9904890 1313 HIGH SCHOODDeveloners Aiareement 020513.docx 2/14/2013 3:07 PM 13 The City o Bo Beach Boynton Old School Partnership 826 South Federal Highway Worth, Lake ' f c • Dear Mr. Contin: Attached is the agreement and a copy of the Resolution mentioned above. Once the agreement has been signed, please return the original to the City Clerk's Office for further processing. If you have any questions, please do not hesitate to contact me. Very truly yours, • • 0 'tn - AA-aL" 6 3a t M. Prainito, MMC City Clerk Attachments CC: Nancy Byrnes Us S: \CC \WP \AFTER COMMISSION \Other Transmittal Letters After Commission \2013 \R13 -014 Developement Agreement Boynton Old School Parnership LLC.doc America's Gateway to the Gulfstream