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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