R15-168 1 RESOLUTION NO. R15 -168
2
3 A RESOLUTION OF THE CITY OF BOYNTON BEACH,
4 FLORIDA, APPROVING AND AUTHORIZING THE CITY
5 MANAGER TO SIGN AN ASSET PURCHASE AGREEMENT AND
6 UTILITY EASEMENT BETWEEN THE CITY OF BOYNTON
7 BEACH AND ROYAL MANOR MOBILE HOMES ESTATES FOR
81 THE ACQUISITION OF THE ROYAL MANOR WATER AND
9 1 WASTEWATER SYSTEM; AND PROVIDING AN EFFECTIVE
10 DATE
11I
12 WHEREAS, Royal Manor Mobile Home Estates (Royal Manor) approached the
13 Boynton Beach Utilities Department requesting a review of a possible acquisition of the
14 Royal Manor water and wastewater collection system which connects to the utility
15 collection system and is charged at the bulk user rate; and
16 WHEREAS, a study prepared by GAI Consultants, at the request of the City,
17 concluded that, based upon the identified costs of the acquisition, it is financially feasible
18 for the Boynton Beach Utilities and its existing customers to purchase the Royal Manor
19 water and wastewater system; and
20 WHEREAS, the City Commission, upon recommendation of staff, deems it to be
21 in the best interests of the citizens and residents of the City of Boynton Beach to approve
22 and authorize the City Manager to sign an Asset Purchase Agreement with Royal Manor
23 Mobile Home Estates for the acquisition of the Royal Manor water and wastewater
24 system.
25 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION
26 OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
27 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
28 being true and correct and are hereby made a specific part of this Resolution upon adoption
29 hereof
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30 Section 2. The City Commission of the City of Boynton Beach, Florida hereby
31 approves and authorizes the City Manager to sign an Asset Purchase Agreement with
32 Royal Manor Mobile Home Estates for the acquisition of the Royal Manor water and
33 wastewater system, a copy of which is attached hereto as Exhibit "A ".
34 Section 3. That this Resolution shall become effective immediately.
35 PASSED AND ADOPTED this 15 day of December, 2015.
36 CITY OF BOYNTON BEACH, FLORIDA
37 YES NO
38!
39 Mayor — Jerry Taylor
40
41 Vice Mayor — Joe Casello 4'
42
43 Commissioner — David T. Merker ✓
44
45 ? Commissioner — Mack McCray ✓
46
47 Commissioner — Michael M. Fitzpatrick
48
49 VOTE
50 ATTEST:
51
52'
53 IA , - R—CL-14 ic
54 J. t M. Prainito, MMC
55 C
56 ,\ Y 04 '
57 1
58 I • - Seal)
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is
ASSET PURCHASE AGREEMENT BETWEEN
ROYAL MANOR MOBILE HOME ESTATES, INC. AND
THE CITY OF BOYNTON BEACH
This Asset Purchase Agreement (the "Agreement ") is entered into on this
day of JP: , 201 by and between the City of Boynton Beach, a Florida
municipal corporation, (hereinafter referred to as "Purchaser ") and Royal Manor Mobile
Homes Estates, Inc., a Florida corporation (hereinafter referred to as "Seller ").
WITNESSETH:
WHEREAS, the Seller is the owner of a utility system consisting of a water
treatment and distribution system and wastewater collection system in Palm Beach
County, Florida, ( "Utility System "), and serving the residential community more fully
described on Exhibits "A" and "B ", which are attached hereto an incorporated herein by
reference {hereinafter referred to as the "Utility Area "); and
WHEREAS, Seller is currently operating its Utility System; and
WHEREAS, Purchaser is engaged in providing utility services to the area where
Seller's Utility System is located, is interconnected with Seller's Utility System, and is
authorized to be in the business of furnishing water service to the various communities
in the Purchaser's Service Area.; and
WHEREAS, Purchaser desires to acquire, and Seller desires to sell the water
distribution and wastewater collection facilities, (collectively "Facilities ") which are
installed to provide utility service to the Seller's community, subject to the terms and
conditions of this Agreement, as such Facilities may be modified prior to Closing with
the consent of the City of Boynton Beach.
NOW, THEREFORE, in consideration of the mutual covenants as hereinafter set
forth, the parties hereto agree as follows:
ARTICLE i REPRESENTATIONS BY SELLER
1. Seller represents and warrants that, to Seller's actual knowledge:
1.1 Seller is a Florida corporation duly incorporated, validly existing and in
good standing under the laws of the State of Florida authorizing it to
construct, operate and maintain a public water distribution system.
{00100083.4 306- 9905154 } 1
1.2 Seller is, and at the Closing (the "Closing" as hereinafter defined) will be,
the owner of the Facilities with good and marketable title, free and clear of
all liens and encumbrances.
1.3 Purchaser is exempt from the Florida Public Service Commission
regulation (hereinafter referred to as the "Commission ").
1.4 Seller will cooperate fully with the Purchaser in any and all applications or
petitions to public authorities deemed necessary or desirable by
Purchaser in connection with the purchase of the Facilities from Seller as
contemplated herein.
1.5 Attached hereto as Exhibits "A" and "B" are a detailed maps of the
Facilities of Seller to be acquired by Purchaser, pursuant to this
Agreement, showing both their respective installation and description.
Said Facilities include all water utility assets and equipment owned by the
Seller within the Property, including but not limited to a complete Utility
System as shown in Exhibit "C ". The engineering plans and specifications
for the Facilities have been organized and will be transferred to Purchaser
with all other records. Said Facilities expressly exclude customer deposits
and accounts receivables, if any, both of which shall be transferred to the
Seller within 180 days of Closing. The Facilities are constructed within
Sellers lands or are otherwise accessible to Seller and Purchaser. To the
extent that such rights of access do not exist, Seller agrees to grant those
rights to Purchaser at Closing through either warranty deeds or perpetual
easements.
1.6 Attached hereto as Exhibit "D" is a list, signed by the Seller, and briefly
describing, as of the date of this Agreement, the following:
1.6.1 All pending or threatened action at law, suits in equity or
administrative proceedings relating to the Facilities;
1.6.2 All contracts or obligations of any nature between Seller and any
other party including all developer agreements relating to the
Property.
1.6.3 All real estate, easements and rights and /or privileges associated
with the utility owned by Seller to be transferred hereunder.
1.7 Except as indicated in Section 1.6, there are no pending or threatened
actions at law or suits in equity relating to the Facilities, or any pending or
threatened proceedings before any governmental agency.
1.8 Except as indicated in Section 1.6, there are no contracts or obligations of
any nature between Seller and any other party relating to the Facilities or
service or promised service.
1.9 Neither Seller nor any entity or individual affiliated with Seller has
executed any agreement with purchasers of lots within the Service Area,
(00100083.4 306 - 9905154 ) '1
or any other parties, whereunder such purchases or other parties have
acquired any interest in the Facilities used or to be used in rendering
service to them.
1.10 Facilities are capable of rendering utility service in the ordinary course of
business in compliance with all federal, state and local rules and
regulations including but not limited to all rules and regulations related to
environmental protection and drinking water.
1.11 Prior to the Closing, the consummation of the transactions contemplated
herein will have been duly authorized by all necessary action, corporate or
otherwise, on behalf of Seller.
1.12 Seller has filed all tax returns which are required to be filed, and each
return which has been filed is true and correct, and Seller has paid all
taxes shown as payable on such returns when and as required by
applicable law associated with the Facilities.
1.13 No representation or warranty by Seller in this agreement, or any
statement or certificate furnished or to be furnished to Purchaser pursuant
hereto or in connection with the transactions contemplated herein,
contains or will contain any untrue statement of a material fact or omits or
will omit to state a material fact necessary to make the statements
contained herein or therein not misleading.
ARTICLE II CLOSING AND PURCHASE PRICE
2.1 The Closing shall take place within ninety (90) days of the date of the
execution of this Agreement by the Purchaser
2.2 At the Closing, the Seller will, upon due performance by Purchaser of its
obligations under the Agreement, deliver:
2.2.1 such good and sufficient warranty deeds, easements, bills of sale
with covenants of warranty, and sufficient instruments of sale, in
form and substance reasonably satisfactory to Purchaser's counsel,
as shall be required to vest in Purchaser marketable title to all of
the Facilities uses for the existing water system, free and clear of
liens and encumbrances of every nature that would render title to
the Facilities unmarketable.
2.2.2 all of the files, documents, papers, agreements, books of account,
customer lists, original cost invoices, engineering drawings, and
records possessed by Seller pertaining to the water and sewer
utility business conducted by Seller in the Property, other than its
minute books and stock records, and any other records reasonably
needed by Seller;
100100083.4 306 - 9905154 ] 3
2.2.3 all orders, permits, license or certificates issued or granted to Seller
by any governmental authority in connection with any authorization
related to the construction, operation or maintenance of its Facilities
or the conduct of its water and sewer utility business; and
2.2.4 Opinions of Counsels, dated as of the Closing, that upon the
delivery to Purchaser of the Bill of Sale and the approval respective
legislative parties under Section 180.301, Florida Statutes, that
Purchaser will then have title to the Facilities, free and clear of all
liens and encumbrances in connection with the acquisition,
construction, installation, and financing of the Facilities.
2.3 At the Closing and from time to time thereafter, Seller shall execute and
deliver such further instruments of sale, conveyance, transfer and
assignment, and take such other action (without expending funds or bring
suit) as Purchaser may reasonably request, in order more effectively to
sell, convey, transfer and assign to Purchaser any of the Seller's Facilities,
to confirm the title of Purchaser thereto, and to assist Purchaser in
exercising rights with respect thereto. At the Closing, Seller and
Purchaser shall execute a Utility Service Payment Agreement in
recordable form. The Utility Service Payment Agreement shall provide for
the Seller's responsibility to pay any outstanding utility bills incurred by
any of the unit owners within Royal Manor Mobile Home Estates after the
date of Closing. The Utility Service Payment Agreement shall obligate
Seller to pay to the City any unpaid utility bills incurred by any individuals
who are unit owners as of the date of Closing. For individuals who
purchase units within Royal Manor Mobile Home Estates after the date of
Closing, the Seller shall not be obligated to pay any outstanding utility
bills.
2.4 Purchase Price: At the Closing Purchaser shall, upon due performance by
Seller of its obligations under the Agreement, deliver to the Seller, the
Purchase Price (the "Purchase Price ") in the amount of Ninety Six
Thousand One Hundred Fifty and 00 /100 Dollars ($96,150.00.00).
Purchaser does not assume any liabilities of Seller wholly arising prior to
Closing. Any and all costs and fees, other than Seller's legal fees and
expenses, associated with the Closing shall be the Purchaser's
responsibility.
2.5 At the Closing, Seller shall pay to Purchaser the sum of Ninety Six
Thousand One Hundred Forty and 00/100 Dollars ($96,140.00) for the
total cost of the connection fees for the 437 units served by the Utility
System.
{00100083.4 306 - 9905154 1 4
2.6 If either party defaults in the performance of any of its obligations or
requirements under this Agreement, and the defaulting party fails to
remedy such default within fourteen (14) days after written notice by the
other Party of such default(s) (the "Default Notice "), except for a failure to
close in accordance with the terms of this Agreement which shall
constitute an immediate default for which no Default Notice is required, the
non- defaulting Party shall have, as its sole remedy for such default, the
option to pursue an action against the defaulting party for specific
performance of this Agreement and obtain such orders or decrees as
appropriate to achieve specific performance of the defaulting parties'
obligations under this Agreement. In the event either Party is required to
enforce this Agreement by court proceedings or otherwise, the prevailing
party shall be entitled to collect from the non - prevailing party its
reasonable attorneys' fees, paraprcfessional fees and costs incurred
pretrial, at trial, and at all levels of proceedings, including appeals.
ARTICLE III AGENCY APPROVALS
3. Within fifteen (15) days following the execution of this Agreement
Purchaser will file applications for transfer with the FDEP and SFWMD requesting the
transfer of the Public Utility permits or sequential water use permit. Seller agrees to
cooperate fully with Purchaser in Purchaser's application for such transfers and
approvals.
ARTICLE IV GENERAL
4.1 Upon purchase of the Facilities of Seller, Purchaser agrees to supply all
customers within the Royal Manor Estates with continuous (subject to unavoidable
outages) adequate and customary utility service, and to operate, continuously maintain
and promptly repair Facilities acquired herein. The Royal Manor Estates customers
shall receive a rate no less favorable than the rate offered by the City of Boynton Beach
to any other customer it serves inside of the boundaries of the City of Boynton Beach.
This warranty shall survive the Closing of this Agreement.
4.2 The failure of either party hereto to enforce any of the provisions of this
Agreement or the waiver thereof in any instance by either party shall not be construed
as a general waiver or relinquishment on its part of any such provisions, but the same
shall, nevertheless, be and remain in full force and effect.
4.3 Any notice of delivery required to be made hereunder may be made by
mailing a copy thereof addressed to the appropriate party as follows:
(00100083.4 306 - 9905154 ) 5
If to Purchaser: Mr. Colin Groff, Utilities Director City of Boynton Beach
124 E. Woolbright Road
Boynton Beach, Florida 33435
With Copy To: Lori Laverriere, City Manager
100 E. Boynton Beach Blvd.
Boynton Beach, FL 33435
With Copy To: James A. Cherof, City Attorney
100 E. Boynton Beach Blvd.
Boynton Beach, FL 33435
If to Seller: Mr. Carl Pearse, Property Manager
and /or Beverlee Miller- Raymond
Royal Manor Mobile Home Estates
4250 Royal Manor Blvd.
Boynton Beach, Florida 33436
Delivery, when made by registered or certified mail, shall be deemed complete upon
mailing.
4.4 The Attachments to this Agreement are a part hereof and are hereby
incorporated in full by reference.
4.5 This Agreement shall be governed by the laws of the State of Florida.
Venue for any litigation filed to enforce the terms and conditions of this Agreement shall
be filed in the appropriate state or federal court located in Palm Beach County, Florida
4.6 The representations and warranties contained herein Article I shall
survive, and continue in effect, after the Closing for a period of one year from the date of
Closing.
4.7 Seller agrees to indemnify Purchaser, its successors and assigns, and
hold it harmless against any loss, damage, liability, expense or cost accruing or
resulting from any misrepresentation or breach of any representation, warranty or
agreement on the part of the Seller under this Agreement or from any misrepresentation
in or material omission from any certificate or other document furnished or to be
furnished to Purchaser by Seller. This provision shall survive Closing.
4.8 To the extent permitted by law, and subject to the limitations contained in
Section 768.28, Florida Statutes, Purchaser agrees to indemnify Seller, its successors
and assigns, and hold it harmless against any loss, damage, liability, expense or cost,
accruing or resulting from any misrepresentation or breach of any representation, or
warranty or agreement made or to be performed by Purchaser under this Agreement or
from any misrepresentation in or material omission from any certificate or other
100100083.4 306 - 9905154 } 6
documents furnished or to be furnished to Seller by Purchaser. This provision shall
survive Closing.
4.9 This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
4.10 Modification. This Agreement may not be changed, altered, modified,
amended or terminated except by written agreement signed by both the Seller and
Purchaser.
4.11 Binding Agreement. This Agreement shall be binding upon and inure to
the benefit of the Parties hereto, their heirs, assigns and successors in interest. This
Agreement is solely for the benefit of the Parties to this Agreement and no right or
cause of action shall accrue upon, to or for the benefit of any third party not a party to
this Agreement. Nothing in this Agreement expressed or implied is intended or shall be
construed to confer upon any person or corporation other than the Parties to this
Agreement any right, remedy or claim under or by reason of this Agreement or any
provisions or conditions of this Agreement, and all of the provisions, representations,
covenants and conditions contained in this Agreement shall inure to the sole benefit of
and shall be binding upon the Parties to this Agreement and their respective
representatives, successors and assigns.
4.12 Severability. In the event that any paragraph, section, term, provision or
portion of this Agreement is determined to be illegal, unenforceable, or otherwise
invalid, such paragraph, section, term, provision or portion of this Agreement shall be
given its nearest legal meaning or be stricken from and construed for all purposes not to
constitute a part of this Agreement, and the remaining portion of this Agreement shall
remain in full force and effect and shall, for all purposes, constitute the entire
agreement.
4.13 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be an original, and a complete set of which taken
together shall constitute one and the same agreement. The parties agree and intend
that a signature by facsimile machine or electronic transmission (i.e. e-mail) shall bind
the party so signing with the same effect as though the signature was an original.
4.14 Entire Agreement. This Agreement constitutes the complete
understanding and entire agreement of the Seller and Purchaser with respect to the
matters addressed in this Agreement and there are no other agreements,
representations, or warranties other than as set forth in this Agreement. No agreement
or representation, unless set forth in this Agreement, shall bind any of the Parties to this
Agreement.
4.15. WAIVER OF BREACH. The failure of the Seller or Purchaser to enforce
any provisions of this Agreement shall not be construed to be a waiver of such or any
other provision, nor in any way to affect the validity of all or any part of this Agreement,
or the right of such party thereafter to enforce each and every such provision. No
(00100083.4 306 - 9905154 1 7
waiver of any breach of this Agreement shall be held to constitute a waiver of any other
or subsequent breach.
4.16. TIME AND TIME PERIODS. Time is of the essence in the performance of
each of the obligations contained in this Agreement. Unless otherwise specifically
provided in this Agreement, time periods shall be determined on calendar days,
including Saturdays, Sundays and legal holidays. Wherever any time limit or date
provided in this Agreement falls on a Saturday, Sunday or legal holiday under the laws
of the State of Florida, then that date is automatically extended to the next day that is
not a Saturday or Sunday or legal holiday. For purposes of this Agreement, the term
"Business Day" means any weekday that is not a legal holiday under the laws of the
State of Florida.
4.17. HEADINGS. The headings, captions and section numbers appearing in
this Agreement are inserted only as a matter of convenience and do not define, limit,
construe or describe the scope or intent of such paragraphs of this Agreement or in any
way affect this Agreement.
4.18. CONSTRUCTION OF AGREEMENT. The Purchaser and Seller
acknowledge that they have had the benefit of independent counsel with regard to this
Agreement and that this Agreement has been prepared as a result of the joint efforts of
all Parties and their respective counsel. Accordingly, all Parties agree that the
provisions of this Agreement shall not be construed or interpreted for or against any
Party based upon authorship.
4.19. EXECUTION OF DOCUMENTS. Each Party covenants and agrees that it
will at any time and from time to time do such acts and execute, acknowledge and
deliver, or cause to be executed, acknowledged and delivered, such documents
reasonably requested by the other Party necessary to carry out fully and effectuate the
transaction contemplated by this Agreement and to convey good and insurable title for
all conveyances subject to this Agreement.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the
day and year above first written.
ATTEST:
)J t t Prainit it Clerk
Approve t9fForm:
Office of the
{00100083.4 306 - 9905154 }
STATE OF FLORIDA
)ss
COUNTY OF PALM BEACH
The foregoing instrument was acknowledged before me this day of
by Jerry Taylor, as Mayor of the City of BoyntW Beach, Janet
Prainito, City Clerk of the City of Boynton Beach, and � :S� t as
Attorney for the City of Boynton Beach, who are personally known to me ofCrave
-0 -- — 7=1MIll
My Commission expires: M#
2 - 4:)
Notary Publj6, State of FLoj1da
TAMMY L STANZIONE
M Name Notary Public
a COMMISSION # FF213683
EXPIRES March 25, 20
(4071 39"*.53 fkxWNo!ayServk cow-
ROYAL MANOR MOBILE HOME
ESTATES, INC., a Florida
ATTEST:
B yt - C
Print Nan
Title:
STATE OF FLORID
COUNTY OFAAfW
BY:
Print Na me: , ° z �/ i i F
Title:
(CORPORATE SEAL)
The foregoin instrument was a knowledged bef e me tNs day of
fipjL)
20 b 6�Lfictr z and as X
14 'i0 , XQ and
of Royal Manor Mobile Home Estates, Inc., a Florida not-for-profit
corporation, who is personally known to
{00100083.4 306-9905154 }
n behalf of Royal Manor Mobile Home Estates, Inc., and has executed
the foregoing instrument on behalf of Royal MangpMobile Home Ep$ates, - Inc..
My commission Expires:
Pu
Y nU N public State of FlorioH
Nianuel Del Valle
N Commission EE 175178
�°�r o� Expires 0 310112016
P
OF
Name of Notary Public
[00100083.4 306- 9905154 1 10
A s set�.
pill
Home Estates Inc. and The C f of Bqynton Beach
x��I� �� 11 I ♦ a a ffvm�Mu=
The complete utility system being purchased by the City of Boynton Beach from Royal Manor Mobile
Home Estates, Inc. is ONLY THE UNDERGROUND SYSTEM OF WATER AND
WASTEWATER DISTRIBUTION CONSISTING ONLY OF PIPES AND LINES, INCLUDING MAIN
LINES, LATERAL LINES, SERVICE LINES, MANHOLES AND UNDERGROUND VALVES AND CONTROLS, TO
WHICH THE CITY OF BOYNTON BEACH WILL INITIALLY CONNECT THE CITY'S WATER AND WASTE WATER
SYSTEM. THE CITY OF BOYNTON BEACH INTENDS TO INSTALL WATER METERS AT EACH HOME SITE AND
TO EVENTUALLY UPGRADE AND OR REPLACE THE DISTRIBUTION SYSTEM AT THE CITY'S DISCRETION.
THE WATER AND WASTEWATER DISTRIBUTION SYSTEM BEGINS AT THE CONNECTION POINT OF EACH
MOBILE HOME LOT AND CONTINUES BELOW GROUND CONNECTING TO EITHER THE EXISTING CITY'S
LIFT STATION FOR WASTEWATER, OR TO THE CITY OF BOYNTON BEACH POTABLE WATER SUPPLY.
OTHER COMMUNITY FACILITIES (I.E. CLUBHOUSE, MAIL CENTER, GAME COURTS, ETC.) ALSO WILL HAVE
WATER METERS INSTALLED AND CONNECTED TO THE WATER AND WASTEWATER DISTRIBUTION
SYSTEM.
Royal Manor Estates Initial I±f
City of Boynton Beach Initials Wl-
Asset Pu r chase ..W � jent ..� B etween R ova l M b Mobi
` Be
AS OF THE DATE OF THIS AGREEMENT THE FOLLOWING IS AFFIRMED BY
SELLER:
1. Seller is unaware of any pending or threatened action at law, nor
suits in equity, nor administrative proceedings related to the
utility distribution systems which are the subject of this asset
purchase agreement.
2. Seller is unaware of any contracts or obligations between Seller
and other parties relating to the utility distribution systems which
are the subject of this asset purchase agreement.
3. Seller acknowledges that no real estate or easements or rights
and /or privileges are being transferred pursuant to this asset
purchase agreement.
Seller Signature
City of Boynton Beach
Date
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SEWAGE COLLECTION SYSTEM PLAN
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SEC13 T.45S R.42E
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ASSET PURCHASE AGREEMENTS BETWEEN ROYAL tm RExKSE rtlsstK PALM BEACH COUNTY, FLORIDA,x z-
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MANOR MOBILE HOME ESTATES, INC. AND � a •PIPE <_!zE
fl, FOR r. d. MILL E R
THE CITY OF BOYNTON BEACH
EXHIBIT B • WASTEWATER COLLECTION SYSTEM -
. 3
Prepared by & Return to:
David N. Tolces, Esq.
Goren, Cherof, Doody & Ezrol, P.A.
3099 E. Commercial Blvd. #200
Fort Lauderdale, FL 33308
UTILITY EASEMENT
THIS UTILITY EASEMENT ( "Easement ") made this 13 day of � , by
and between the CITY OF BOYNTON BEACH, a municipal corporation of the State of
Florida, whose mailing address is 100 East Boynton Beach Boulevard, Boynton Beach, Florida
33435 -7934 ( "City "), and Royal Manor Mobile Homes Estates, Inc., a Florida corporation
( "Royal Manor ").
RECITALS
Whereas, the City and Royal Manor have entered into an Asset Purchase Agreement for
the sale of the Royal Manor Utility System ( "Agreement "); and
Whereas, in preparation of the closing of the sale of the Utility System, the City desires
to construct, install, maintain, repair, and replace water mains, sewer mains, water meters, fire
hydrants, as required to provide water and sewer service ( "Utility System ") to each residential
unit within Royal Manor Mobile Homes Estates, within the area legally described in Exhibit
"A ", which is attached hereto (the "Utility System Property "); and
Whereas, Royal Manor hereby grants to City a perpetual utility easement for the purpose
of constructing, installing, maintaining, repairing, and replacing the Utility System, and to
connect to the existing Royal Manor Mobile Homes Estate Utility System.
Now, therefore, for and in consideration of the sum of TEN DOLLARS ($10.00) paid to
Royal Manor by the City, and various other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Royal Manor does hereby grant to City, a
perpetual utility easement upon the real property legally described in Exhibit "A" attached
hereto and made a part hereof (the "Easement Property "). The rights granted pursuant to this
Easement shall be limited to the right to utilize the Easement Property solely to maintain and
operate utility facilities. This Easement shall include the right of ingress and egress thereto,
over, across, through and upon that parcel of land depicted in Exhibit "A" attached hereto and
made a part hereof.
1. Conditions to Right of Usage Boynton shall obtain from Royal Manor and any
other necessary governmental entities written approval of all plans relating to the construction of
any improvement within the Easement Property prior to commencement of construction thereof.
All improvements shall be constructed at Boynton's sole cost and expense and within the
confines of the Easement Property in accordance with the approved plans and all permits and
100101943.2306-9905154 1
applicable statutes, rules, regulations, codes and ordinances. Boynton shall prepare the plans for
the construction and installation of the Utility System to be constructed by Boynton. Boynton
shall provide Royal Manor a copy of the proposed construction plans for Royal Manor's review
prior to construction. If Royal Manor has any comments or objections to the construction plans,
Royal Manor shall provide any comments or objections to Boynton's Utilities Director no later
than fourteen (14) days after receipt of the construction plans. Boynton shall review the
comments and objections from Royal Manor; however, Boynton shall have final authority over
the submittal of the final construction plans after receipt of any comments or objections from
Royal Manor. Boynton shall give Royal Manor ten (10) days written notice prior to
commencement of construction. Boynton shall not be entitled to construct any improvements
within the Easement Property other than those specifically identified herein.
2. Location of Existing Utilities Prior to exercising the rights conferred hereunder,
City or any party acting as its agent, shall locate the existing utility facilities within the Easement
Property, and shall conduct and coordinate with all utilities that have facilities within the
Easement Property.
3. Use Limitation City acknowledges and agrees that the rights granted by this
Easement are and shall be strictly limited to those specifically granted herein and that City may
not utilize the Easement Property for any purpose not specifically permitted hereby, including,
without limitation, staging or storage of construction equipment or materials.
4. Maintenance, Repair, and Restoration City shall be solely responsible for and
shall, at all times, maintain and repair at its sole cost and expense the Easement Property and all
improvements currently existing or constructed hereafter therein during the term of this
Easement. City shall be solely responsible for and shall, at its own cost and expense, promptly
repair any damage arising out of City's exercise of the rights granted hereby and restore any
improvements or landscaping now existing or constructed or installed hereinafter within the
Easement Property to the condition it was in prior to such damage, using materials of like kind
and quality. In the evert that City fails to fulfill these obligations, Royal Manor may complete
the work and City shall reimburse Royal Manor for all costs and expenses incurred as a result of
such failure.
5. Other Obligations City agrees to diligently pursue all work performed
hereunder to completion and to exercise the rights granted hereunder in a manner that does not
unreasonably interfere with and minimizes the impact on Royal Manor's use of Royal Manor's
Property.
6. Personal Property Royal Manor shall have no liability or responsibility
whatsoever for City's improvements, equipment, personal or other property, nor that of any other
person or entity, placed upon or located within the Easement Property.
7. Prohibition against Liens Royal Manor's interest in the Easement Property
shall not be subject to liens arising from City's or any other person or entity's use of the
Easement Property, or exercise of the rights granted hereunder. City shall promptly cause any
lien imposed against the Easement Property to be discharged. In addition, City shall require all
contractors to furnish a payment and performance bond in accordance with Section 255.05,
100101943.2 306 - 9905154 } 2
Florida Statutes naming City as the obligee.
8. Indemnification To the extent permitted by law, and subject to the limitations
provided in Section 768.28, Florida Statutes, City, its successors and assigns shall indemnify,
defend and hold Royal Manor harmless from and against any damages, liability, actions, claims
or expenses (including reasonable attorney's fees and expenses at trial and all appellate levels)
arising out of the exercise of the rights granted hereby and use of this Easement by any person
whomsoever, including, without limitation, loss of life, personal injury and /or damage to
property arising from or out of any occurrence in or upon the Easement Property or access routes
or in connection with the use or operation of the Easement Property or access routes.
9. No Dedication The grant of Easement contained herein is solely for the use and
benefit of the City, and the City's authorized agents and employees, and is not intended, and
shall not be construed as a dedication to the public of any portion of the Easement Property for
public use.
10. Time of Essence. The parties expressly agree that time is of the essence in this
Agreement.
11. Matters of Record. City hereby accepts the Easement Property "As -Is ", without
warranty or representation and subject to zoning and other governmental restrictions, matters
reflected on any plat relating to the Easement Property, and all other easements, restrictions,
conditions, encumbrances and other matters of record.
12. Non - Discrimination The parties agree that no person shall, on the grounds of
race, color, sex, national origin, disability, religion, ancestry, marital status, gender identity or
expression, or sexual orientation be excluded from the benefits of, or be subjected to, any form
of discrimination under any activity carried out by the performance of this Easement.
13. Construction The terms of this Easement shall not be strictly construed against
one party as opposed to the other party based upon who drafted it. In the event that any section,
paragraph, sentence, clause, or provision hereof is held by a court of competent jurisdiction to be
invalid, such shall not affect the remaining portions of this Easement and the same shall remain
in full force and effect.
14. Entire Understanding This Easement represents the entire understanding
between the parties and supersedes all other negotiations, representations, or agreements, either
written or oral, relating to this Easement.
15. Notices All notices and elections (collectively, "notices ") to be given or
delivered by or to any party hereunder, shall be in writing and shall be (as elected by the party
giving such notice) hand delivered by messenger, courier service, or national overnight delivery
service (provided in each case a receipt is obtained), telecopied or faxed, or alternatively shall be
sent by United States Certified Mail, with Return Receipt Requested. The effective date of any
notice shall be the date of delivery of the notice if by personal delivery, courier services, or
overnight delivery service, or on the date of transmission with confirmed answer back if
telecopier or fax if transmitted before 5PM on a business day and on the next business day if
(001019432 306 - 9905154 }
transmitted after 5PM or on a non - business day, or if mailed, upon the date which the return
receipt is signed or delivery is refused or the notice designated by the postal authorities as non -
deliverable, as the case may be. The parties hereby designated the following addresses as the
addresses to which notices may be delivered, and delivery to such addresses shall constitute
binding notice given to such party:
Boynton:
City of Boynton Beach
Attn: Utilities Director
124 East Woolbright Road
Boynton Beach, Florida 33435
Telephone: (561) 742 -6404
Fax: (561) xxx -xxxx
With Copy to:
Office of the City Attorney
Attn: James A. Cherof, Esq.
3099 E. Commercial Blvd., 4200
Fort Lauderdale, FL 33308
Telephone: (954) 771 -4500
Facsimile: (954) 771 -4923
Royal Manor:
Mr. Carl Pearse, Property Manager
and /or Beverlee Miller- Raymond
Royal Manor Mobile Home Estates
4290 Royal Manor Blvd.
Boynton Beach, Florida 33436
Any party may from time to time change the address to which notice under this Easement
shall be given such party, upon three (3) days prior written notice to the other parties.
16. Default In the event City or Royal Manor fail or refuses to perform any term,
covenant, or condition of this Easement for which a specific remedy is not set forth in this
Easement, City and Royal Manor shall, in addition to any other remedies provided at law or in
equity, have the right of specific performance thereof.
17. Governing Law & Venue This Easement shall be governed by, construed and
enforced in accordance with the laws of the State of Florida. Venue in any action, suit or
proceeding in connection with this Easement shall be in a state court of competent jurisdiction in
Palm Beach, Florida.
18. Prohibition Against Assignment This Easement may not be assigned by either
party without the prior written consent of the other party. Any assignment made not in
100101943.2 306 - 9905154 } 4
conformance with this Paragraph shall be void and without legal effect.
19. Effective Date of Easement This Easement is expressly contingent upon the
approval of the City Commission of the City of Boynton Beach, and shall 'become effective only
when signed by all parties.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
100101943.2 306 - 9905154 }
IN WITNESS WHEREOF, the parties have executed this Temporary Construction
Easement as of the day and year first above written.
Signed, sealed, and delivered in the presence of:
ATTEST:
CITY OF BOYNTON BEACH, a Florida
municipal corporation organized and existing
under the laws of the State of Florida
By 4 By:
Q !njePrainito, City Clerk rry Tailor M or
APPROVE AST FORM AND
LEGAL S FIC C
By.
City Attorney
STATE OF FLORIDA
COUNTY OF PALM BEACH
The foregoing instrument was acknowledged before me this day of
_ , 2015, by Janet Prainito and Jerry Taylor, the City Clerk and Mayor
of the City of Boynton Beach, a Florida municipality who are personally known to me- OR.whu—
s -odu d as°identifie „
. Fl
(Notary Seal) Notary Public, ate of Florida
� �. TAMMY L STANZIONE Type, print or sta name
S •. MY COMMISSION # FF2136B
EXPIRES March 2S. 2059 Commission Number: a
�407199a - 0•.53
FlO My Commission Expires
100101943.2 306 - 9905154 )
ROYAL MANOR MOBILE
ESTATES, INC., a Florida cgs
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