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R16-017 RESOLUTION R16 -017 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA, APPROVING A FIRST AMENDMENT TO THE BOYNTON VILLAGE PARK CONVEYANCE AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND BR CORTINA ACQUISITIONS LLC., AND AUTHORIZING THE MAYOR TO SIGN THE FIRST AMENDMENT; AND PROVIDING AN EFFECTIVE DATE. 11 WHEREAS, on November 17, 2015, the City Commission approved the Boynton 1 Village Park Conveyance Agreement (resolution R15 -141) between the City of Boynton Beach 1 and BR Cortina Acquisitions LLC., which requires the completion and acceptance of the park 11 by the City prior to issuance of the first certificate of occupancy for the project; and 1 WHEREAS, the applicant is requesting this amendment to the agreement to allow for 1. the issuance of certificates of occupancy for certain units and the clubhouses prior to 1 completion and acceptance of the park by the City; and 1 r WHEREAS, the City Commission of the City of Boynton Beach deems it in the best 1: interest of the residents and citizens of the City to approve the First Amendment to the Boynton 1 Village Park Conveyance Agreement. 2+ NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 2 THE CITY OF BOYNTON BEACH, FLORIDA, THAT: 2 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 2c being true and correct and are hereby made a specific part of this Resolution upon adoption 2 hereof. 2. Section 2. The City of Boynton Beach approves the First Amendment to the 2. Boynton Village Park Conveyance Agreement and authorizes the Mayor to sign the First 2r Amendment, a copy of which is attached hereto as Exhibit "A ". 2: Section 3. That this Resolution shall become effective immediately upon passage. 23 PASSED AND ADOPTED this 2nd day of February, 2016. 33 CITY OF BOYNTON BEACH, FLORIDA 31 3 2 YES NO 33 3 4 Mayor — Jerry Taylor 33 33 Vice Mayor — Joe Casello I" ' 3J 3 3 Commissioner — David T. Merker 33 4 Commissioner — Mack McCray 41 42 Commissioner — Michael M. Fitzpatrick 43 44 45 VOTE 43 47 ATTEST: 43 4 3 51 J4 ith A. Pyle, CMC 5 2 terim City Clerk 53 Ali 5 (Corporate Seal) r.. 5 ' st,r yy FIN 4 ‘"c-� �✓F v, � '.Yd;4,yt, tip ?�,� FIRST AMENDMENT TO BOYNTON VILLAGE PARK CONVEYANCE AGREEMENT THIS FIRST AMENDMENT TO BOYNTON VILLAGE PARK CONVEYANCE AGREEMENT ( " Amendment ") is made and entered into as of February , 2016 by and between BR CORTINA ACQUISITION LLC, a Delaware limited liability company ( Cortina ") and THE CITY OF BOYNTON BEACH, FLORIDA, a municipal corporation of the State of Florida (the " City ", and together with BR Cortina, each a '` Party "; and together the " Parties "), RECITALS A. The Parties previously entered in to that certain Boynton Village Park Conveyance Agreement with an Effective Date of November 25, 2015 (the " A�reement ') for the exchange of certain tracts and parcels of land in the project known as Boynton Town Center located in the City of Boynton Beach, Palm Beach County, Florida. as more particularly described in the Agreement. B. The Parties desire to amend the Agreement as set forth in this Amendment. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AMENDMENT 1. Recitals The foregoing Recitals are true and correct and are hereby incorporated into the Amendment by this reference. 2. Defined Terms All capitalized terms used but not otherwise defined in this Amendment shall have the same meaning given to such terms in the Agreement. 3. Certificates of Occupancy Section 8(C) of the Agreement is deleted in its entirety and replaced with the following: The Park Improvements shall be .substantially completed on or before the issuance of the first certificate of occupancy for the residential units constructed within Cortina (` Substantial Completion "); provided, however, the City agrees that certificates of occupancy will be permitted and issued by the City prior to Substantial Completion as follows: 0) certificates of occupancy for six (6) multi - family buildings and one (1) clubhouse located within 'Tract A -3 of the Cortina PUD Replat Two to be recorded in the Public Records of Palm Beach County, Florida; (ii) certificates of occupancy for 86 single family homes on Lots 1 -115 of Cortina PUD Replat Two to be recorded in the Public Records of Palm Beach County, Florida OR certificate of occupancy for 85 single family homes Located on Lots I - 115 of Cortina PUD Replat Two to be recorded in the Public Records of Palm Beach County Florida and one (1) clubhouse located within Tract D of the Cortina PUD Replat Two to be recorded in the Public Records of Palm Beach County, Florida; and ("iii) certificates of occupancy for up to 482 units located within Tracts A -1 and A -2 of the Cortina PUD Replat Two to be recorded in the Public Records of Palm Beach County, Florida. Substantial Completion of the Park Improvements shall be deemed to have occurred (a) when the Park Improvements are sufficiently complete in accordance with the 6878904 -2 terms of this Agreement so that the Park Improvements can be utilized for their intended use, and (b) upon the issuance of a certificate from BR Cortina's engineer that the Park Improvements have been substantially completed without regard to whether the Park Improvements have been conveyed to, or accepted by, the City. If a dispute arises between the parties as to Substantial Completion of the Park Improvements, then such determination shall be made by an independent third party engineer chosen by BR Cortina's engineer and the City within ten (10) days following notice from BR Cortina and/or the City that there is a dispute in regard to the Substantial Completion of the Park Improvements; the non - prevailing party in such a dispute shall pay for the actual cost of the third party engineer. The provisions of this Section shall survive the Closing Date, 4. Miscellaneous Except as modified or amended by this Amendment, the Parties hereby ratify and confirm the Agreement in all respects and the same shall remain in lull force and effect as originally set forth in the Agreement and be binding on the Parties in accordance with its terms, This Amendment shall be binding upon and inure to the benefit of the Parties, and their respective heirs, personal representatives, successors and assigns. S. Counterparts This Amendment may be executed in two or more counterparts, each of which shall be an original but all of which shall constitute one instrument. An executed facsimile copy or e -mail delivery of a ".pdf ' format data file shall be an acceptable form of acceptance of this Amendment, and shall be considered an original for all purposes. 6. Conflicts In the event of any conflict between the terms of the Agreement and the terms of this Amendment, the terms of this Amendment shall control. IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date set forth above. BR CORTINA ACQUISITION LLC, a Delaware limited liability company ATTEST: P Jq4ith A. Pyle, CMC �' Interim City Clerk Approved as to Form: Office of the City Attorney By: Bridge Cortina Management, LLC a Florida limited liability, its non- member managly t By.`��. Name: Title: d CITY OF BOYNTON BEACH, a municipal corporation of the State of Florida By (SEY 6878904 -1