R21-047 1 RESOLUTION NO. R21-047
2 A RESOLUTION OF THE CITY OF BOYNTON BEACH,
3 FLORIDA,APPROVING AND AUTHORIZING THE MAYOR TO
4 SIGN AN INTERLOCAL AGREEMENT BETWEEN THE CITY
5 OF BOYNTON BEACH AND THE BOYNTON BEACH
6 COMMUNITY REDEVELOPMENT AGENCY FOR THE DESIGN
7 COSTS FOR CONSTRUCTION IMPROVEMENTS TO THE
8 HISTORIC WOMEN'S CLUB OF BOYNTON BEACH; AND
9 PROVIDING AN EFFECTIVE DATE.
10 WHEREAS, on May 11, 2021 the Boynton Beach CRA approved the Interlocal
11 Agreement between the City of Boynton Beach and the CRA to assist with the design costs of
12 the construction improvements including design of a signalized pedestrian crossing on Federal
13 Highway,restroom renovations, and upgrades to existing balconies and doors; and
14 WHEREAS, these upgrades will allow the City to expand its cultural, educational and
15 recreation programming, as well as expand the type and scope of rental facilities for public use,
16 attracting new events and exhibits and increasing facility rental revenues; and
17 WHEREAS, the City Commission of the City of Boynton Beach, Florida, upon the
18 recommendation of staff,deems it to be in the best interests of the City residents to approve and
19 authorize the Mayor to sign an Interlocal Agreement with the Boynton Beach Community
20 Redevelopment Agency for the design costs for construction improvements to the Historic
21 Women's Club of Boynton Beach.
22 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
23 THE CITY OF BOYNTON BEACH, FLORIDA,THAT:
24 Section 1. Each Whereas clause set forth above is true and correct and incorporated
25 herein by this reference.
S:\CA\RESO\Agreements\ILA With CRA For HWCBB Improvements-Reso.Docx
26 Section 2. The City Commission of the City of Boynton Beach,Florida does hereby
27 approve and authorize the Mayor to sign the Interlocal Agreement between the City of Boynton
28 Beach and the Boynton Beach Community Redevelopment Agency for the design costs for
29 construction improvements to the Historic Women's Club of Boynton Beach, a copy of said
30 Interlocal Agreement is attached hereto as Exhibit"A".
31 Section 3. That this Resolution shall become effective immediately upon passage.
32 PASSED AND ADOPTED this 18th day of May, 2021.
33 CITY OF BOYNTON BEACH, FLORIDA
34
35 YES NO
36
37 Mayor—Steven B. Grant
38
39 Vice Mayor—Woodrow L. Hay
40
41 Commissioner—Justin Katz
42
43 Commissioner—Christina L. Romelus
44
45 Commissioner—Ty Penserga
46
47 VOTE Ul—0
48 ATTEST:
49
50
51 • pa,
52 tal Gibson, MMC
53 City Clerk
54
55
56 (Corporate Seal)
S:\CA\RESO\Agreements\ILA With CRA For HWCBB Improvements-Reso.Docx
R21-047
INTERLOCAL AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND THE
BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY FOR THE FUNDING
OF CERTAIN DESIGN SERVICES FOR THE PROJECT LOCATED AT 1010 SOUTH
FEDERAL HIGHWAY,BOYNTON BEACH,FL.
THIS AGREEMENT("Agreement")is made by and between the CITY OF BOYNTON
BEACH, a Florida Municipal Corporation, ("CITY"), and the BOYNTON BEACH
COMMUNITY REDEVELOPMENT AGENCY, ("CRA") (individually a "Party" and
collectively,the"Parties").
WITNESSETH:
WHEREAS,the 2016 Boynton Beach Community Redevelopment Plan("Plan") calls for
the redevelopment of the Community Redevelopment Area("CRA Area")as described in the Plan;
and
WHEREAS, the CRA recently transferred to the City the property within the CRA Area
located at 1010 South Federal Highway,Boynton Beach,FL (the"Property"); and
WHEREAS,the Property contains the Historic Woman's Club of Boynton Beach
building("HWCBB"); and
WHEREAS,the HWCBB is listed on the National Register of Historic Places; and
WHEREAS,the CITY and the CRA previously entered into an Interlocal Agreement on
February 2021 (the"February 2021 Interlocal Agreement")to fund various physical
improvements to the HWCBB related to ADA accessibility,historic preservation,health and
safety codes, and pedestrian access between parking areas and the HWCBB, and to fund certain
operations and maintenance costs (hereinafter referred to as "the Project"); and
WHEREAS, in order to accomplish certain portions of the Project,the CITY requires
professional design services;and
WHEREAS,the February 2021 Interlocal Agreement did not include funding for
professional design services; and
WHEREAS,the CRA has determined that the Project and the CITY's use of the Property
for municipal and cultural purposes and as an events venue supports the goals of the Plan; and
WHEREAS,the CRA finds the Project will enhance the CRA Area; and
WHEREAS, the CRA Board finds that this Agreement, and the use of the CRA's funds
for the Project,is consistent with the Plan and Chapter 163, Florida Statutes; and
01487081-2 1
WHEREAS, due to the intended historic preservation of the HWCBB, and the beneficial
neighborhood and redevelopment impact of the Project, the CRA and the CITY find that this
Agreement serves a municipal and public purpose, and is in the best interest of the health, safety,
and welfare of the CITY of Boynton Beach, and in particular the CRA Area; and
NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained, the parties hereby agree as follows:
1. Recitals. The recitations set forth above are hereby incorporated herein.
2. Reimbursement Obligations of the CRA.
a. The CRA shall provide funding to the CITY in an amount not to exceed Eighty-
Seven Thousand and 00/100 Dollars ($87,000) to be used for only reimbursement of certain
eligible expenses. Eligible expenses are those expenses that are for professional design services
directly related to the Project, are consistent with the requirements of Florida Statutes, are
consistent with the Plan, and are in compliance with the requirements of this Agreement. Design
expenses associated with providing access to the Property may be considered part of the Project
and are eligible expenses. CITY overhead, CITY administrative costs, and payment to CITY
employees are not eligible expenses.
b. The CRA's obligation to provide funding to the City is contingent upon the
inclusion of the funding in the CRA's approved Budget for the fiscal year in which the funds will
be disbursed.
c. The CRA will reimburse the CITY for eligible expenses upon receipt of a written,
complete Reimbursement Request from the CITY that meets the requirements of this Agreement
as further described below.
3. Obligations of the CITY.
a. The CITY shall ensure funds provided by the CRA are not used for any purposes
prohibited by§ 163.370(3), Florida Statutes, or otherwise prohibited by law.
b. The CITY shall ensure that the Project is accomplished in compliance with the Plan
and Florida Statutes.
c. The CITY shall be responsible for overseeing the Project, coordinating with the
designer(s), and otherwise contracting and coordinating with all other entities as necessary to
effectuate the Project,but shall coordinate with the CRA concerning compliance with the Plan.
01487081-2 2
d. Upon request from the CRA, or an authorized agent of the CRA, including the
Executive Director or designee and the CRA Attorney, the CITY shall provide all documents
reasonably requested by the CRA or CRA's agent concerning compliance with this Agreement,
specifically including any documentation concerning compliance with Florida Statutes or
supporting any Reimbursement Request.
4. Reimbursement of Funds
a. The CITY shall provide a written request for reimbursement of funds
("Reimbursement Request")meeting the requirements of this Agreement to the CRA. In order to
be eligible for reimbursement, the Reimbursement Request must be submitted no later than:
i. Ninety (90) days after payment by the CITY of funds for which it is seeking
reimbursement;
ii. Forty-five (45)days before the end of the CRA's fiscal year; and
iii. Forty-five (45)days before this Agreement terminates.
b. In order to be deemed a complete Reimbursement Request, the Reimbursement
Request shall include the following information:
i. The amount of reimbursement requested;
ii. A summary of the Project items for which the CITY seeks reimbursement;
iii. A statement that the Project is in compliance with the Plan and Florida Statutes,
and evidence supporting the statement; and
iv. Copies of all invoices, receipts, and any other documentation necessary to
evidence the amount and purpose for each payment made by the CITY for the
Project for which the CITY is seeking reimbursement.
c. Upon receipt of a complete Reimbursement Request from the CITY that meets the
requirements of this Agreement, the CRA shall remit funding in the amount requested, consistent
with this Agreement, to the CITY within ninety (90) days of receipt of the Reimbursement
Request.
d. If the CITY fails to submit a Reimbursement Request within ninety(90)days after
any payment for the design services,the CITY will no longer be eligible to receive reimbursement
for that payment. If the CITY submits a Reimbursement Request that the CRA deems incomplete,
the CRA shall notify the CITY in writing. The CRA may ask for additional documentation that
could reasonably be used to evaluate or support the Reimbursement Request. The CITY shall have
01487081-2 3
ninety(90)days from receipt of the notice to provide the necessary documentation to complete the
Reimbursement Request;however, in no case shall the City submit such documentation later than
forty-five (45) days before the end of the CRA's fiscal year. If the CITY fails to provide the
documentation required by the CRA within the required time limits,the CITY shall only be eligible
for the portion of the Reimbursement Request, if any,that the CRA deems complete and eligible.
The CRA will not reimburse the CITY for any portion of the request the CRA deems ineligible for
reimbursement.
5. Limits of CRA Obligations for the Project. The Parties agree that the CRA shall only be
responsible for providing reimbursement to the CITY for eligible expenses for the Project,and shall
not otherwise be responsible for effectuating the Project or otherwise assisting with the HWCBB.
6. Indemnification.The CITY shall indemnify, save,and hold harmless the CRA,its agents,
and its employees from any liability, claim, demand, suit, loss, cost, expense or damage which
may be asserted, claimed, or recovered against or from the CRA, its agents, or its employees, by
reason of any property damages or personal injury, including death, sustained by any person
whomsoever, which damage is incidental to, occurs as a result of, arises out of, or is otherwise
related to the negligent or wrongful conduct of persons or the faulty equipment (including
equipment installation and removal)associated with the Project. Nothing in this Agreement shall
be deemed to affect the rights, privileges, and sovereign immunities of the CRA or the CITY as
set forth in Section 768.28, Florida Statutes. This paragraph shall not be construed to require the
CITY to indemnify the CRA for CRA's own negligence, or intentional acts of the CRA, its agents
or employees. Each party assumes the risk of personal injury and property damage attributable to
the acts or omissions of that party and its officers, employees and agents.
7. Term of the Agreement.This Agreement shall become valid and commence upon the date
of execution by the last Party to this Agreement ("Effective Date"), and unless earlier terminated
pursuant to this Agreement,shall terminate September 30,2024 ("Termination Date"). In no case
shall the CRA be required to reimburse the CITY for any untimely requests, or requests submitted
after this Agreement is terminated. The term of the Agreement may be extended only upon the
execution of a written amendment signed by the CITY Commission and the CRA Board. Nothing
in this paragraph shall be construed so as to affect a Party's right to terminate this Agreement in
accordance with other provisions in this Agreement.
01487081-2 4
S. Records. The CITY and the CRA each shall maintain their own records and documents
associated with this Agreement in accordance with the requirements set forth in Chapter 119,
Florida Statutes. All such records shall be adequate to justify all charges, expenses, and costs
incurred in accordance with generally accepted accounting principles. Each Party shall have
access to the other Party's books, records and documents as required in this Agreement for the
purpose of inspection or audit during normal business hours during the term of this Agreement and
at least 1 year after the termination of the Agreement.
9. Filing. The CITY shall file this Interlocal Agreement pursuant to the requirements of
Section 163.01(11) of the Florida Statutes
10. Default. Unless otherwise provided in this Agreement, if either Party defaults by failing
to perform or observe any of the material terms and conditions of this Agreement for a period of
ten(10)calendar days after receipt of written notice of such default from the other Party, the Party
giving notice of default may terminate this Agreement through written notice to the other Party.
Failure of any Party to exercise its right in the event of any default by the other Party shall not
constitute a waiver of such rights. No Party shall be deemed to have waived any rights related to
the other Party's failure to perform unless such waiver is in writing and signed by both Parties.
Such waiver shall be limited to the terms specifically contained therein. This paragraph shall be
without prejudice to the rights of any Party to seek a legal remedy for any breach of the other Party
as may be available to it in law or equity.
11. No Third-Party Beneficiaries. Nothing in this Agreement shall be deemed to create any
rights in any third parties that are not signatories to this Agreement.
12. Compliance with Laws. The CITY and the CRA shall comply with all statutes, laws,
ordinances, rules, regulations and lawful orders of the United States of America, State of Florida
and of any other public authority which may be applicable.
13. Entire Agreement. This Agreement represents the entire and sole agreement and
understanding between the Parties concerning the subject matter expressed herein. No terms
herein may be altered,except in writing and then only if signed by all the Parties hereto. All prior
and contemporaneous agreements, understandings, communications, conditions or
representations, of any kind or nature, oral or written, concerning the subject matter expressed
herein, are merged into this Agreement and the terms of this Agreement supersede all such other
agreements. No extraneous information may be used to alter the terms of this Agreement.
01487081-2 5
14. Severability. If any part of this Agreement is found invalid or unenforceable by any court,
such the remainder of the Agreement shall continue to be binding upon the Parties. To that end,
this Agreement is declared severable.
15. Governing Law and Venue. The terms of this Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of Florida and the United States
of America, without regard to conflict of laws principles. Any and all legal actions necessary to
enforce the terms of this Agreement shall be conducted in the Fifteenth Judicial Circuit in and for
Palm Beach County, Florida, or, if in federal court, in the United States District Court for the
Southern District of Florida, to which the Parties expressly agree and submit.
16. No Discrimination. Parties shall not discriminate against any person on the basis of race,
color, religion, ancestry, national origin, age, sex, marital status, sexual orientation or disability
for any reason in its hiring or contracting practices associated with this Agreement.
17. Notice. Whenever either Party desires to give notice to the other, such notice must be in
writing and sent by United States mail, return receipt requested, courier, evidenced by a delivery
receipt,or by overnight express delivery service, evidenced by a delivery receipt,addressed to the
Party for whom it is intended at the place last specified; and the place for giving of notice shall
remain until it shall have been changed by written notice in compliance with the provisions of this
paragraph. For the present, the Parties designate the following as the respective places for giving
of notice:
a. CITY: Lori LaVerriere, City Manager
City of Boynton Beach
100 E. Ocean Avenue
Boynton Beach, FL 33435
b. CRA: Michael Simon, Executive Director
Boynton Beach CRA
100 E. Ocean Avenue
4th Floor
Boynton Beach, Florida 33435
c. Copies To: James A. Cherof
Goren, Cherof, Doody&Ezrol,P.A.
3099 East Commercial Boulevard, Suite 200
Fort Lauderdale, Florida 33308
01487081-2 6
Tara Duhy, Esquire
Lewis, Longman&Walker, P.A.
515 North Flagler Drive, Suite 1500
West Palm Beach,Florida 33401
18. No Transfer. The Parties shall not, in whole or in part, subcontract, assign, or otherwise
transfer this Agreement or any rights, interests, or obligations hereunder to any individual, group,
agency,government,non-profit or for-profit corporation,or other entity without first obtaining the
written consent of the other Party.
19. Interpretation; Independent Advice. This Agreement shall not be construed more
strictly against one Party than against the other merely by virtue of the fact that it may have been
prepared by counsel for one of the Parties. The Parties declare that the terms of this Agreement
have been read and are fully understood. The Parties understand that this is a binding legal
document, and each Party is advised to seek independent legal advice in connection with the
matters referenced herein.
20. Counterparts and Transmission. To facilitate execution, this Agreement may be
executed in as many counterparts as may be convenient or required,each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument. The executed
signature page(s) from each original may be joined together and attached to one such original and
it shall constitute one and the same instrument. In addition, said counterparts may be transmitted
electronically (i.e., via facsimile or .pdf format document sent via electronic mail), which
transmitted document shall be deemed an original document for all purposes hereunder.
21. Survival. The provisions of this Agreement regarding indemnity, waiver, termination,
maintenance of the Property, and records shall survive the expiration or termination of this
Agreement and remain in full force and effect.
22. Time is of the Essence. The parties acknowledge that time is of the essence in the
performance of the provisions in this Agreement.
[Signatures on following page.]
01487081-2 7
IN WITNESS WHEREOF,the CITY and the CRA hereto have executed this Agreement
as of the later of the dates set forth below.
ATTEST: CITY OF BOYNTON BEACH,
a Florida'' ' i ci l co ration
7
Cr tal Gibson,CITY Cl .A, Q Steven B. Grant,Mayor
Appro as to Fo nor Date: O5)0 1 )b 1
/�V / (SEAL)
Office of the CITY Attorney
Approved as to Form: BOYNTON BEACH COMMUNITY
REDEVELOPMENT AGENCY
54",
BS,:
te•
i _ of the CRA Attorney Steven B.Grant,Chair
Date: M Pri r'2 i 70?(
01470814 8