R16-0801
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RESOLUTION NO. R16 -080
A RESOLUTION OF THE CITY OF BOYNTON BEACH,
FLORIDA, APPROVING AND AUTHORIZING THE CITY
MANAGER TO SIGN A TERMINATION AND MUTUAL
RELEASE AGREEMENT FOR TRANSMISSION OF SANITARY
SEWER FLOWS FROM ROYAL MANOR MOBILE HOME
ESTATES INTO THE CITY'S WASTE; AND PROVIDING AN
EFFECTIVE DATE
WHEREAS, on December 12, 2015, the City entered into an Asset Purchase
Agreement with Royal Manor for the acquisition of the Royal Manor water and
wastewater system; and
WHEREAS, the new agreement, which supersedes a previous Agreement dated
April 15, 1993 and approved by Resolution 93 -55, defined and created a method to accept
and charge for wastewater flows from Royal Manor at a bulk rate for wastewater
collection and disposal; and
WHEREAS, the execution of this Agreement will officially terminate the bulk
collection and dismissal agreement which the Asset Purchase Agreement of 2015 did not
do; and
WHEREAS, the City Commission, upon recommendation of staff, deems it to be
in the best interests of the citizens and residents of the City of Boynton Beach to approve
and authorize the City Manager to sign a Termination and Mutual Release Agreement for
transmission of sanitary sewer flows from Royal Manor into the City's wastewater
collection and treatment system.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION
OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
SACC \WP\Reso1utions\2016 \R16 -080 Termination_ And_ Mutual _Release_Agreement_- _Reso.Doe
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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
I hereof.
Section 2. The City Commission of the City of Boynton Beach, Florida,
hereby approves and authorizes the City Manager to sign a Termination and Mutual
Release Agreement for transmission of sanitary sewer flows from Royal Manor into the
City's wastewater collection and treatment system , a copy of which is attached hereto as
Exhibit "A ".
Section 3. That this Resolution shall become effective immediately.
PASSED AND ADOPTED this 5 day of July, 2016.
CITY OF BOYNTON BEACH, FLORIDA
YES NO
Mayor — Steven B. Grant ✓
Vice Mayor — Mack McCray
Commissioner — Justin Katz E/
Commissioner — Christina L. Romelus
Commissioner — Joe Casello
VOTE
ATTEST:
vG� ?
Juck h A. Pyle, CMC
Inf6rim City Clerk
(Corporate Seal)
S: \CC \WP\Resolutions\2016\R16 -080 Termination_ And_ Mutua l_Release_Agreement_- _Reso.Doc
TERMINATION AND MUTUAL RELEASE AGREEMENT
This TERMINATION AND MUTUTAL RELEASE AGREEMENT is made and
entered into this day of , 2016, by and between:
THE CITY OF BOYNTON BEACH, a Florida municipal
corporation, hereafter referred to as "City"
and
ROYAL MANOR MOBILE HOME ESTATES, INC., a Florida
not for profit corporation, hereinafter referred to as ( "Royal
Manor ") (with the City and Royal Manor each referred to as a
"Party" and collectively as the "Parties ").
WITNESSETH:
WHEREAS, the Parties entered into an Asset Purchase Agreement for the sale of the
Utility System serving Royal Manor Mobile Home Estates on January 13, 2016 (the "Asset
Purchase Agreement "); and,
WHEREAS, the Parties had previously entered into an Agreement dated April 15, 1993
to provide for the transmission of sanitary sewer flows from Royal Manor into the City's
wastewater treatment system, and the collection of fees from Royal Manor for the privilege of
utilizing the City's wastewater treatment system (the "Sanitary Sewer Agreement "); and
WHEREAS, on or about March 31, 2016, the parties closed the transaction as provided
in the Asset Purchase Agreement, and desire to terminate the Sanitary Sewer Agreement, which
is now obsolete:
NOW, THEREFORE, IN CONSIDERATION of the mutual terms, conditions,
promises, covenants and payments hereafter set forth, City and Royal Manor agree as follows:
ARTICLE I - RECITALS
1.1. The foregoing recitations are true and correct and are hereby incorporated herein by
reference. All exhibits to this Agreement are hereby deemed a part hereof.
ARTICLE 2 — TERMINATION
2.1 The City and Royal Manor agree to terminate the Sanitary Sewer Agreement as of the
date of execution of this Termination and Mutual Release Agreement.
ARTICLE 3 — MUTUAL RELEASE
3.1 MUTUAL RELEASE. The parties do, as to one another, release each other from any and
all claims, demands, and damages, whether arising out of law or equity, and whether previously
(00127332.1 306 - 9001821 ) Page 1 of 4
asserted or unasserted, known or unknown, arising out of or relating to the Agreement dated April
15, 1993, between the City and Royal Manor.
ARTICLE 4 — MISCELLANEOUS
4.1 ENTIRE AGREEMENT: It is understood and agreed that this Agreement incorporates
and includes all prior negotiations, agreements or understandings applicable to the matters
contained herein and the parties agree that there are no commitments, agreements or
understandings concerning the subject matter of this Agreement that are not contained "in this
document. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated
upon any prior representations or agreements, whether oral or written.
4.2 JOINT PREPARATION: The Parties acknowledge that they have sought and received
whatever competent advice and counsel as was necessary for them to form a full and complete
understanding of all rights and obligations here and that the preparation of this Agreement has
been a joint effort. The language agreed to expresses their, mutual intent and their resulting
documents shall not, solely, as a matter of judicial construction, be construed more severely
against one of the parties than the other.
4.3 APPLICABLE LAW AND VENUE: This Agreement shall be interpreted and
construed in accordance with and governed by the laws of the State of Florida. Any
controversies or legal problems arising out of this Agreement and any action involving the
enforcement or interpretation of, any rights hereunder shall be submitted to the jurisdiction of the
State Courts of the 17 Judicial Circuit of Broward County, Florida, and the venue site and shall
be governed by the laws of the State of Florida. To encourage prompt and equitable resolution of
any litigation that may arise hereunder, each Parry hereby waives any rights it may have to trial
by jury of any such litigation.
4.5 MULTIPLE ORIGINALS: This Agreement may be fully executed in multiple copies
and counter parts by all Parties, each of which, bearing original signatures, shall have the force
and effect of an original document.
4.6 LEGAL 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 an Agreement shall be interpreted strictly against the Party preparing
same shall not apply due to the joint contribution of both Parties.
4.7 BINDING AUTHORITY. Each person signing this Agreement on behalf of either
Party individually warrants that he or she has full legal power to execute this Agreement on
behalf of the party for whom he or she is signing, and to bind and obligate such party with
respect to all provisions contained in this Agreement.
4.8 HEADINGS. Headings herein are for convenience of reference only and shall not be
considered on any interpretation of this Agreement.
4.9 ATTORNEYS' FEES. In the event that either Party brings suit for enforcement of this
Agreement, the prevailing party shall be entitled to attorneys' fees and court costs in addition to
any other remedy afforded by law.
{00127332.1 306- 9001821 } Page 2 of 4
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement
between City and Royal Manor on the respective dates under each signature.
ATTEST:
CITY OF BOYNTON BEACH, a municipal
corporation of the State of Florida
Judith A. Pyle, Interim City Clerk
Approved as to Form:
Lori LaVerriere, City Manager
(SEAL)
Office of the City Attorney
STATE OF FLORIDA )
)ss:
COUNTY OF PALM BEACH )
The foregoing instrument was acknowledged before me this day of ,
20 , by Lori LaVerriere, as City Manager of the City of Boynton Beach, Judith A. Pyle,
Interim City Clerk of the City of Boynton Beach, who are personally known to me or have
produced as identification.
My Commission expires:
Notary Public, State of Florida
Printed Name of Notary Public
{00127332.1 306 - 9001821 } Page 3 of 4
ROYAL MANOR MOBILE HOME
ESTATES, INC., a Florida corporation
By:
Print Name:
Title:
ATTEST:
B
Print Name:
Title:
STATE OF FLORIDA )
COUNTY OF )
(CORPORATE SEAL)
The foregoing instrument was acknowledged before me this day of ,
20 , by , and as and of
Royal Manor Mobile Home Estates, Inc., a Florida not - for - profit corporation, who is personally
known to me or has produced a as identification, on behalf of Royal Manor
Mobile Home Estates, Inc., and has executed the foregoing instrument on behalf of Royal Manor
Mobile Home Estates, Inc..
My commission Expires:
Notary Public, State of Florida
Printed Name of Notary Public
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