R20-090 1 RESOLUTION NO. R20-090
2
3 A RESOLUTION OF THE CITY OF BOYNTON BEACH,
4 FLORIDA, APPROVING AND AUTHORIZING THE
5 MAYOR TO SIGN AMENDMENT TO TOWN SQUARE
6 REDEVELOPMENT PHASE II SERVICE AGREEMENT
7 FOR ADDITIONAL CONSULTING SERVICES TO
8 MARKET AND LEASE THE INNOVATION AND CAFE'
9 SPACE IN CITY HALL AND THE CAFE SPACE IN THE
10 CULTURAL CENTER; AND PROVIDING AN EFFECTIVE
11 DATE.
12
13 WHEREAS, the City has developed a mixed-use facility that includes a City Hall,
14 Library, Café, Innovation space and cultural space which requires experienced Commercial
15 Real Estate Advisory Services to maximize the usage of these spaces by the public and private
16 companies; and
17 WHEREAS, E2L Real Estate Solutions is the Master Developer for the Town Square
18 project and AvisonYoung was included on the development team to market and lease any space
19 constructed within the new City buildings; and
20 WHEREAS, the City is ready to move forward with leasing three spaces within the
21 new buildings; and
22 WHEREAS,the City Commission of the City of Boynton Beach upon recommendation
23 of staff,deems it to be in the best interest of the citizens of the City of Boynton Beach to approve
24 and authorize the Mayor to sign the Amendment to Town Square Redevelopment Phase II
25 Services Agreement to market and lease the innovation and cafe'space in City Hall and the cafe
26 space in the Cultural Center.
27 NOW,THEREFORE,BE IT RESOLVED BY THE CITY COMMISSION OF
28 THE CITY OF BOYNTON BEACH,FLORIDA,THAT:
29 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
30 being true and correct and are hereby made a specific part of this Resolution upon adoption.
31 Section 2. The City Commission of the City of Boynton Beach, Florida, hereby
S:\CA\RESO\Agreements\Amendment to Phase II Service Agreement(E2L)-Reso.docx
-1-
32 approves and authorizes the Mayor to sign the Amendment to Town Square Redevelopment
33 Phase II Service Agreement to market and lease the innovation and cafe' space in City Hall and
34 the cafe space in the Cultural Center, a copy of which Amendment is attached hereto as Exhibit
35 "A".
36 Section 3. That this Resolution shall become effective immediately.
37 PASSED AND ADOPTED this )21: day of September, 2020
38 CITY OF BOYNTON BEACH, FLORIDA
39
40 YES NO
41
42 Mayor—Steven B. Grant
43
44 Vice-Mayor—Ty Penserga
45
46 Commissioner—Justin Katz
47
48 Commissioner—Woodrow L. Hay
49
50 Commissioner—Christina L. Romelus
51
52 VOTE
53
54 ATTEST:
55
56
57 4 .X217.24:2-1--
58 C stat Gibson, MMC
59 City Clerk
60
61
62 (Corporate Seal)
63;
C.
•
S:\CA\RESO\Agreements\Amendment to Phase II Service Agreement(E2L)-Reso.docx
-2-
Sao - o9O
AMENDMENT TO THE TOWN SQUARE REDEVELOPMENT
PHASE 2 SERVICES AGREEMENT
THIS AMENDMENT,dated the 24th day of August,2020 between:
CITY OF BOYNTON BEACH,a municipal corporation,with its principal place of
business at 100 East Ocean Avenue, Boynton Beach, Florida 33435, hereinafter
referred to as "City";
and
E2L REAL ESTATE SOLUTIONS,LLC,a Florida limited liability company,with
its principal place of business at 1400 W. Fairbanks Ave., Suite 201, Winter Park,
Florida 32789,hereinafter referred to as"Company"
WITNESSETH:
WHEREAS, on March 23, 2018, the City and Company entered into the Town Square
Redevelopment Phase 2 Services Agreement ("Agreement") whereby Company was engaged to
provide certain Phase 2 Services as defined in the Agreement with respect to the City's Town Square
Development(the"Development"); and
WHEREAS, the City and the Company desire to enter into this Amendment to the
Agreement in order to provide vendor recruitment and selection services for the incubator space and
café spaces in city hall and café space in the cultural center.
NOW,THEREFORE,for and in consideration of the mutual covenants and other good and
valuable consideration,the Parties hereto agree as follows:
SECTION 1. The foregoing "Whereas" clauses are hereby ratified as being true and
correct, and incorporated herein.
SECTION 2. That the attached services scope in attachment 'A" covering the services of
Avison Young on behalf of the project shall become part of the Town Square Redevelopment Services
and shall hereby increase the contract value for Company by Fifty Thousand and 00/100 Dollars to
cover the services of Avison Young.
SECTION 3. The time of agreement shall be extended to support these services through
December 31's, 2020 and any associated overhead and costs consideration to Company shall be
addressed in a separate agreement.
IN WITNESS WHEREOF, the City has caused this Amendment to be duly executed in its
name and behalf and the Company has caused this Amendment to be duly executed in its
name and behalf on the dates set forth below.
Page 1 of 2
CITY OF BOYNTON BEACH,F ORIDA
BY: 'I
VEN B. GRAN ,MAYOR
ATTEST:
BY:,.4-4- AL/ Date: 5140,14.441.,5140,14.441.,-- // ,2020
'rystal Gibson, MMC "
City Clerk
(Seal)
APPROVED AS TO FORM
AND LEGAL SUFFICIENCY
, - We.
J les A. Che k ' 1
City Attorney
E2L REAL TATE SOL ONS,LLC
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Date: 9/.$/Z1r
Page 2 of 2
CITY OF BOYNTON BEACH, ORIDA
v
BY: `,
VEN B. GRAN—,MAYOR
ATTEST:
BY: — Date: � er /f , 2020
/1; z—tZrystal Gibson, MMC I
City Clerk
r
'r •
/11
Q . .
r,
APPROVE AS TO FORM
AND LEGAt-SUFFICIENCY
,A
J sues A. Che ' 1
City Attorney
E2L REAL ESTATE SOLUTIONS, LLC
By
Name
Its
Date:
Page 2 of 2
AVISON
YOUNG
1875 NW Corporate Blvd.
Suite 105
Boca Raton,FL 33431 USA
T 561 893 7011
F 954 938 1812
avisonyoung.com
Mark Hefferin
E2L Real Estate Solutions,LLC
1400 W.Fairbanks Ave.,
Suite 201
Winter Park,FL 32789
Proposal
This Proposal is dated August 24,2020, between E2L Real Estate Solutions,LLC("Client and City of Boynton
Beach")located at 1400 W Fairbanks Ave.,Suite 201,Winter Park,FL 32789 and Avison Young-Florida,LLC
("Consultant")having an address at 1875 NW Corporate Boulevard,Suite 105,Boca Raton,FL 33431.The Proposal
is for the work described in the Consultant Scope of Work within this Proposal.
The purpose of this Proposal is for Client and City of Boynton Beach to engage Consultant to provide services as set
forth in this Proposal.It is the intention of the Parties that this Proposal set forth the general parameters for the
relationship between Client and City of Boynton Beach and Client and City of Boynton Beach with respect to the
Project as described herein.When providing the service and taking action in connection with the Project,Consultant
shall be doing so as agent Client and City of Boynton Beach with E2L as conduit for processing of payment only.
General Description of the Project
The Client and City of Boynton Beach has been awarded the P3/Town Square Boynton Beach Project by the City of
Boynton Beach.The City has developed a mixed-usefacilitythat includes a City Hall,Library,Café,Innovation spaceand
cultural space which requires experienced Commercial Real Estate Advisory Services to maximize the usage of these
spaces by the public and private companies.(the"Project").
Consultant Scope of Services
Avison Young(hereinafter referred to as("Consultant")will provide the following services:
• Meet as needed with Client and City of Boynton Beach to evaluate the process and progress of the
solicitation and the pending submittals by the qualified private and perspective tenants derived from
direct solicitation and potentially an RFP process
• Provide input and strategic advice to the Client and City of Boynton Beach relative to the value enhancing
uses to meet the City's needs for the future growth and prosperity of its constituents
• Provide input and advice to the Client and City of Boynton Beach regarding the impact of the
development to the Master Plan of the Client and City of Boynton Beach and the impact of this Project
relative to the long-term development of the Town Square Boynton Beach Project and related nearby
activity zones.
• Provide input and advice to the Client and City of Boynton Beach regarding the wealth creation and diversity
objectives of the Project
• Provide input and advice to the Client and City of Boynton Beach regarding the schedule for successful
delivery of the occupant's space including time for permitting and construction using local partnerships as
appropriate
• Provide input and advice to the Client and City of Boynton Beach regarding the project management
information provided by E2L throughout the marketing and leasing initiative
• Execute a robust outreach for Partnerships such as FAU Tech Runway,The Research Park at FAU,Lynn
University Social Impact Lab,FAU Al Lab,Chamber of Commerce YEA program,and all local Boynton Beach
based accelerator,incubator,organizations
AVISON
YOUNG
• Engage with all governmental agencies,economic development organizations such as the CRA,BDB to the
benefit of the Project.
Additional Services (Optional - not included in Proposal Fee)
• Provide on-site post occupancy management to ensure all open issues and punch list items are resolved in
order of priority
• Request and confirm issue of final documentation including as-built drawings and specifications,manuals
and warranties and attic stock turnover
• Manage close out of all Authority Having Jurisdiction("AHJ")applications
• Coordinate the timely and satisfactory completion of architect's and/or owner's punch lists
• Complete final closeout of accounts for all Project Team and Client and City of Boynton Beach's
own consultants including final negotiations of all change orders
• Establish the schedule for the release of all payment applications including final retainer upon completion of
the punch lists
• Provide a final cost summary to the Client and City of Boynton Beach including all change orders. This will
include a comparison to the approved budget
• Issue final project close out notices to the projectteam
Project Schedule
It is anticipated that the marketing and leasing initiative as well as potential RFP will commence August 24d.The entire
project should take approximately 9-12 months.Schedule shall be based on commission presentation provided
August 19,2020 for the Incubator Space.
Project Fee
Based on our understanding of the project and the preliminary schedule,we propose to provide the consulting
services outlined herein for a monthly fee.Fees will be invoiced with an initial retainer of$15,000 and then in monthly
installments of$5,000 per month starting August 1st.Customary reimbursable expenses,such as travel,printing,
copying,and courier and messenger services to be billed at cost in separate invoices without any markup fee.
Invoices are due upon receipt.We are not anticipating any reimbursable expenses and would request approval in
advance from the Client and City of Boynton Beach.Cost of marketing package,video development mail
distribution-post cards are estimated at$5K,Coupled with the 6 months of services the total fee for city approval is
then$15K plus 6 months at$5K=$30K or$50K total.Additional representation fee for leasing of the space is to be
combined with this agreement.
Timeline
Should the timeline or scope change significantly,both parties agree to revisit the fee structure and discuss a possible
change order for additional services.
Fees for Additional Services
At the Client and City of Boynton Beach request,the Consultant can provide additional optional services related to the
project management and development of the Project for an agreed upon negotiated additionalfee.
Responsibilities of Client and City of Boynton Beach
Client and City of Boynton Beach will designate a representative to issue and communicate the directives and
decisions of Client and City of Boynton Beach with respect to the Project. Client and City of Boynton Beach may
change their representative by providing written notice of such change to Consultant.
Policy Against Self-Dealing
In connection with the performance of obligations under this Proposal,Consultant shall not in any way accept any
commissions,fees,gifts or awards of any kind from any vendors or contractors involved in the Project nor engage any
party for work on the Project with an affiliation,directly or indirectly,with Consultant,except with the prior written
consent of Client and City of Boynton Beach,after full disclosure of such affiliation to Client and City of Boynton
Beach.
AVISON
YOUNG
Clarification
City of Boynton Beach is responsible for contracting with and paying for legal and engineering services and other
third parties engaged in connection with the Project.Although Consultant's duties may include monitoring and
coordinating their work,and advising City of Boynton Beach with respect to any material non-compliance with
their obligations of which Consultant becomes aware,Consultant is not responsible to guaranty performance of
work completed by others and shall not be responsible for the following(or any resulting consequences,costs or
damages):(i)the professional errors or omissions of the Architect,Engineer,or other professionals engaged in
connection with the Project,(ii)a breach by the Architect, Engineer,Contractor or other third parties of any of their
respective obligations or contracts,or their failure to perform their services within the time or cost parameters
required by their respective contracts,(iii)failure of any person other than Consultant to comply with laws applicable
to its work or services,(iv)or defects or deficiencies in the work or performance of others.
In performing its services and carrying out its obligations hereunder,Consultant is entitled to rely in good faith on the
professional judgement,advice,opinions,certifications,plans and other work product of the Attorney,Architect,
Engineer and other professionals employed in connection with the Project,and to assume absent actual knowledge
to the contrary that the services and work product of the other members of the project team,and other third parties
engaged in the Project,comply with applicable laws.
Consultant shall advise Client and City of Boynton Beach if it obtains actual knowledge that such work may not be in
compliance with applicable laws,or their respective contracts,and will assist Client and City of Boynton Beach in
addressing such non-compliance.Consultant is not expected to have,use or apply the professional knowledge,
experience and judgment expected of licensed professionals.
Consultant is not responsible to supervise or control the performance of work by any third parties including without
limitation Architect,Engineeror Contractor,or any of theiremployees,servants,materials suppliers or subcontractors,
or to determine the methods or manner in which their services and work are performed.Client and City of Boynton
Beach will look only to such third parties for damages or other remedies resulting from defects or deficiencies in the
performance of their work.
Indemnification
The City of Boynton Beach will indemnify,defend with counsel reasonably satisfactory to and hold harmless
Consultant and its members,managers,employees,agents and affiliates and the members,managers,employees
and agents of its affiliates from and against any and all claims, liabilities,losses,costs,judgments,settlements,
penalties,fines and expenses(including attorneys'fees and legal expenses related to such defense)of any kind or
type("Liabilities")asserted by any third party or paid or incurred by Consultant,where such Liabilities arise out of,
relate to,result from or are in connection with,on account of or with respect to the services related to the Project
or the ownership,operation or condition of the property on which the Project is being developed or any
improvements now existing or hereafter constructed on such property,other than any Liabilities resulting of the
fraud,gross negligence or willful misconduct of Consultant.
Consultant will indemnify,defend with counsel reasonably acceptable to and hold harmless the Client and City of
Boynton Beach and its members,managers,employees,agents and affiliates and the members,managers,
employees and agents of its affiliates from and against any Liabilities asserted by any third party or paid or incurred
by Client and City of Boynton Beach,where such Liabilities arise out of,relate to,result from or are in connection with,
on account of or with respect to the fraud,gross negligence or willful misconduct of Client and City of Boynton Beach.
The indemnification obligations of this Section will survive the expiration or other termination of this Agreement.
The party entitled to indemnification(the"Indemnified Party")will promptly notify the party obligated to provide
the indemnification(the"Indemnifying Party")any claim for indemnification and the Indemnifying Party will
AVISON
YOUNG
conduct the defense of the Indemnified Party at the Indemnifying Party's sole expense,subject to the Indemnified
Party's reasonable direction,assistance and cooperation.
EXCEPT WITH RESPECT TO GROSS NEGLIGENCE,WILFULL MISCONDUCT OR FRAUD,IN NO EVENT SHALL
EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY,SPECIAL,INCIDENTAL,OR
PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT. EXCEPT WITH RESPECT TO GROSS
NEGLIGENCE OR WILFULL MISCONDUCT,EACH PARTY'S TOTAL CUMULATIVE LIABILITY IN CONNECTION
WITH THIS AGREEMENT,WHETHER IN CONTRACT OR TORT OR OTHERWISE,SHALL NOT EXCEED THE
AGGREGATE AMOUNT OF FEES PAID OR PAYABLE BY THE CLIENT and CITY OF BOYNTON BEACH TO
CONSULTANT FOR SERVICES PERFORMED.
Consultant's Personnel
Client and City of Boynton Beach agrees that no offer of employment or compensation for employment shall be
made by Client and City of Boynton Beach,its affiliates,subsidiaries and contractors to any Consultant's employee or
independent contractor or for Consultant for a period of 12 months following receipt of final payment by Consultant.
Termination
In the eventthat Consultantfails to perform the services setforth in this Proposal,Client and City of Boynton Beach
shall notify Consultant,in writing,of the nature of the default. In the event Consultant fails to cure the default
within ten(10)daysfollowing receipt of such notice,Client and City of Boynton Beach may terminate this Proposal
at the expiration of the notice period.
Notwithstanding the foregoing,Client and City of Boynton Beach may terminate this Proposal without cause upon
thirty(30) days prior written notice after the sixth month of the executed agreement. In the event of termination
without cause, Consultant shall be paid for all time required to complete work desired by the Client and City of
Boynton Beach and shall be entitled to retain the Retention Fee.
In the event that Client and City of Boynton Beach fails to make any payments to the Consultant pursuant to this
Proposal when due,the Consultant shall notify the Client and City of Boynton Beach in writing of its failure to make
such payments.In the event the Client and City of Boynton Beach fails to pay the Consultant within ten(10)working
days following receipt of such notice,the Consultant may suspend performance of its obligations under this
Proposal for the Project until such time as the Client and City of Boynton Beach resumes making payments.
However,the Consultant shall not be obligated to resume performance on the Project in the event that the failure to
make payments continues for a period greater than thirty(30)days.
Insurance
It shall be City of Boynton Beach's obligation to maintain all appropriate insurance necessary in connection with the
Project,including builders'risk insurance for the full value of the Project covering the interests of Client and City of
Boynton Beach and Consultant.
Miscellaneous Terms
The laws of the State in which the project occurs shall govern this Proposal.
All notices to be given pursuant to or in connection with this Proposal whether required to be given hereunder or
not shall be in writing and delivered by certified mail,return receipt requested or by messenger,with
acknowledgment of receipt returned to sender,at their respective addresses as set forth in the first paragraph of this
Proposal or by email.Consultant shall cooperate with and assist Client and City of Boynton Beach in the defense of
any legal action brought against Client and City of Boynton Beach provided that no conflict of interest remains
unresolved.This shall be considered an additional service.
Consultant may not assign this Proposal without the written consent of Client and City of Boynton Beach,which may
be withheld for any reason. Nothing in this Proposal shall be deemed to create an employer/employee relationship
between Client and City of Boynton Beach and Consultant.
AVISON
YOUNG
This Proposal may be amended or compliance with any term or condition hereof may be waived,only if agreed to in writing by the
parties hereto,or in the case of waiver,by the party waiving compliance.No waiver by either party of any provision of this Proposal
shall be deemed a waiver of any other provision hereof or a waiver of the same provision at any prior or subsequent time.
If we are provided oral or written notification to proceed,without first receiving a signed copy of this agreement,it will be mutually
understood that both of us will,nonetheless,be contractually bound by this agreement,even in the absence of written
acceptance.
Avison Young agrees that any non-public information related to Client and City of Boynton Beach or the project hereunder will
be the confidential information of Client and City of Boynton Beach and Avison Young will not disclose to any other person or use
for any purpose other than as required to perform its obligations hereunder.
Entire Agreement
This Proposal contains the entire agreement among the Parties with respect to the subject matter of this Proposal and supersedes
each course of conduct previously pursued or acquiesced in,and each oral agreement and representation previously made,by
the Parties with respect thereto,whether or not relied or acted upon.
Counterparts
This Proposal may be executed via multiple signed copies delivered by the Parties via e-mail,or any other means permitted under
the Electronic Signatures Act. Each such copy will be considered an original and,when fully assembled with the executed
counterparts of all other Parties,will be deemed to constitute a fully executed original.
Approval&Acceptance
By signing below,the signer attests that they have the authority to contractually bind Client and City of Boynton Beach to Avison
Young,and certifies that the signer has read and understands all aspects of this agreement.
ACKNOWLEDGED AND ACCEPTED BY: Upon written approval by City of Boynton Beach
E2L Real Estate Solutions, LLC Avison Young—Florida, LLC
By: By:
Print Print
Name: Mark Hefferin Name: S.Pike Rowley
Title: President Title: Managing Director
Date: Date: