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R18-041 1 RESOLUTION NO. R18-041 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 OF 5 BOYNTON BEACH AND THE BOYNTON BEACH COMMUNITY 6 REDEVELOPMENT AGENCY FOR FUNDING CERTAIN 7 PORTIONS OF THE TOWN SQUARE PROJECT; AND 8 PROVIDING AN EFFECTIVE DATE. 9 WHEREAS; the City and the CRA desire to provide funding for a project known as 10 Town Square Redevelopment Project which falls within the CRA boundaries and more 11 specifically within the Cultural District and the Boynton beach Boulevard Districts; and 12 WHEREAS,the Town Square project furthers the CRA's Community Redevelopment 13 Plan to prevent and eliminate slum and blight within the Redevelopment Area; and 14 WHEREAS, the this Interlocal Agreement outlines the CRA annual funding 15 commitment for the Town Square Proeject beginning with fiscal year 2018/19 through 2043/44. 16 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 17 THE CITY OF BOYNTON BEACH, FLORIDA, THAT: 18 Section 1. Each Whereas clause set forth above is true and correct and incorporated 19 herein by this reference. 20 Section 2. The City Commission of the City of Boynton Beach,Florida does hereby 21 approve and authorize the Mayor to sign the Interlocal Agreement between the City of Boynton 22 Beach and the Boynton Beach Community Redevelopment Agency for CRA funding of 23 portions of the Town Square Project, a copy of said Interlocal Agreement is attached hereto as 24 Exhibit"A". 25 Section 3. That this Resolution shall become effective immediately upon passage. 26 PASSED AND ADOPTED this 13th day of March, 2018. 27 CITY OF BOYNTON BEACH, FLORIDA 28 29 YES NO 30 31 Mayor— Steven B. Grant --- 32 32 33 Vice Mayor—Justin Katz ` -• 34 35 Commissioner—Mack McCray 36 37 Commissioner—Christina L. Romelus 38 39 Commissioner—Joe Casello 40 41 VOTE .. "_ 42 ATTEST: 43 44 /2 45 9 cr�� 46 J h A. Pyle, CMC' 47 y Clerk 48 49 50 (City Seal) 7, 51 U. 1. 41 o+: EloytN INTERLOCAL AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY FOR THE FUNDING OF CERTAIN PORTIONS OF THE TOWN SQUARE PROJECT THIS AGREEMENT is made this 13 day of M"r"rj , 2018 by and between the CITY OF BOYNTON BEACH, a Florida Municipal Corporation, ("City"), and the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, ("CRA") (individually and collectively, the"Party"or"Parties"). WITNESSETH: WHEREAS, the 2016 Boynton Beach Community Redevelopment Plan ("Plan") calls for the redevelopment of the Cultural District and the Boynton Beach Boulevard District as those Districts are described in the Plan; and WHEREAS,the City and the CRA desire to provide funding for a project known as the Town Square Redevelopment Project ("Project"), which falls within the CRA boundaries, and more specifically, in the Cultural District and the Boynton Beach Boulevard District; and WHEREAS,the City contracted with E2L, LLC for the Project under the "Town Square Project-Phase 1 Services Agreement;" and that is now completed; and WHEREAS, the City has decided to move forward with Town Square-Phase 2, which includes construction and financing of the Project; and WHEREAS, the Project furthers the CRA's Community Redevelopment Plan ("Plan") because the Project will help prevent and eliminate slum and blight within the Redevelopment Area, and will provide the opportunity to redevelop the area within the Project("Project Area") in accordance with the Plan; and 00824643-1 WHEREAS, the CRA is limited by § 163.370(3), Florida Statutes from making certain expenditures; and WHEREAS,the Palm Beach Board of County Commissioners at their January 17, 2018 meeting, approved the City and CRA's request to permit CRA funds to be used for the Project; and WHEREAS,the CRA desires to reimburse the City for certain expenses related to the Project that are not prohibited by the Florida Statutes; and WHEREAS,the CRA Board finds that this Agreement, and the use of the CRA's funds to implement the Project to be consistent with the Plan and Florida Statutes; and WHEREAS, the CRA and the City find that this funding agreement serves a municipal and public purpose, furthers the Plan, and is in the best interest of the health, safety, and welfare of the residents and business owners within the Community Redevelopment Area; and NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained,the Parties hereby agree as follows: 1. Recitals. The recitals set forth above are hereby incorporated herein. 2. Obligations of the CRA. a. The CRA shall provide funding to the City in an amount not too exceed $3,700,000 per fiscal year beginning with FY 2018/19 thru FY 2043/44, consistent with the terms of this Agreement, to be used for reimbursement of certain costs not prohibited by § 163.370(3),Florida Statutes. b. The CRA's obligation to provide funding to the City is contingent upon 00824643-1 i. The inclusion of the funding in the CRA's approved Budget for the given fiscal year,and ii. The CRA's receipt of sufficient Tax Increment Revenue each fiscal year to fund the Project up to $3,700,000 in any given fiscal year after all preexisting funding obligations of the CRA are met. 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 designed and constructed in compliance with the Plan. c. The City shall be responsible for overseeing the Project and contracting with E2L, LLC and other entities as necessary to effectuate the Project, but shall coordinate with the CRA concerning compliance with the Plan. d. Upon request from the CRA, or an authorized agent of the CRA, including the Executive Director 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 § 163.370(3), Florida Statutes. 4. Annual Budget Request. a. As a prerequisite for receiving funding in any given year pursuant to this Agreement, no later than the last day of April every year through 00824643-1 the life of this Agreement, the City shall provide the CRA with an Annual Budget Request. b. Consistent with the terms of this Agreement, the Annual Budget Request shall state the amount of funding the City is requesting the CRA include for the Project in its budget for the subsequent fiscal year. c. The Annual Budget Request shall also include a summary of the portions of the Project for which the funding is requested to ensure CRA funds are not used for any purposes prohibited by § 163.370(3),Florida Statutes, or any other law. d. The first Annual Budget Request shall be due on April 30, 2018, for funds to be include in the CRA's budget for the 2018/2019 fiscal year. e. Upon receipt of the timely submitted Annual Budget Request,the CRA shall include the funding amount requested in its proposed Budget to be considered for approval by the CRA Board. 5. Reimbursement of Funds a. The CRA shall disburse funding to the City annually for the reimbursement of direct expenses related to the Project consistent with the Plan and the terms of this Agreement. b. The amount of funding disbursed to the City shall not exceed the amount included for the Project in the CRA's approved Budget for the given fiscal year. c. The City shall provide a written request for reimbursement ("Reimbursement Request")to the CRA no later than September Pt of each year,which shall include the following information: 00824643-1 i. A summary of the status of the Project; ii. A statement and evidence that the Project is in compliance with the Plan. iii. 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 that year. d. Upon receipt of a Request for Reimbursement from the City meeting the requirements of this Agreement, the CRA shall remit funding in the amount requested, consistent with this Agreement, to the City within thirty(30)days of receipt of the Request for Reimbursement. 6. Limits of CRA Obligations for the Project. The Parties agree that the CRA shall be responsible to the City for providing reimbursement for eligible expenses for the Project only, and shall not otherwise be responsible for effectuating the Project. 7. 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 or the faulty equipment (including equipment installation and removal) of 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 00824643-1 • for its 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. 8. Term of the Agreement. This Agreement shall become valid and commence upon execution by the last Party to this Agreement, and shall terminate on September 30, 2044 ("Termination Date"). The CRA shall not be required to reimburse the City for any requests submitted after the Termination Date. The term of the Agreement may be extended one time for a period of one year and may only be extended upon approval by the CRA Board and upon the appropriation of CRA funds for intended purposes of this Agreement in the subsequent fiscal year's budget. Such extension is only effective upon the execution of a written amendment signed by both Parties. 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. 9. 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. 10. Filing. The City shall file this Interlocal Agreement pursuant to the requirements of Section 163.01(11) of the Florida Statutes 00824643-1 11. Default. 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, and may be entitled, but is not required, to seek specific performance of this Agreement on an expedited basis, as the performance of the material terms and conditions contained herein relate to the health, safety, and welfare of the residents of the City and Redevelopment Area. 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 section 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. 12. 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. 13. 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. 14. 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 00824643-1 terms of this Agreement supersede all such other agreements. No extraneous information may be used to alter the terms of this Agreement. 15. Severability. If any part of this Agreement is found invalid or unenforceable by any court, such invalidity or unenforceability shall not affect the other parts of the Agreement if the rights and obligations of the parties contained herein are not materially prejudiced and if the intentions of the parties can continue to be achieved. To that end,this Agreement is declared severable. 16. Governing Law and Venue. The validity, construction and effect of this Agreement shall be governed by the laws of the State of Florida. 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. 17. 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. 18. 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. 00824643-1 CITY: Lori LaVerriere, City Manager City of Boynton Beach 100 E. Boynton Beach Boulevard Boynton Beach, FL 33435 CRA: Michael Simon, Executive Director Boynton Beach CRA 710 N. Federal Highway Boynton Beach, Florida 33435 Copies To: James A. Cherof Goren, Cherof,Doody&Ezrol,P.A. 3099 East Commercial Boulevard, Suite 200 Fort Lauderdale,Florida 33308 Tara Duhy,Esquire Lewis, Longman& Walker, P.A. 515 North Flagler Drive, Suite 1500 West Palm Beach, Florida 33401 19. 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. 20. Interpretation. 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. 00824643.1 IN WITNESS WHEREOF, the City and the CRA hereto have executed this Agreement as of the date set forth above. ATTEST: CITY OF BOYNTON BEACH, a Florida municipal corporation B s ,L y: Ju 4 Pyle, City Cleric ic94-..-..2S- s------- Steven B. Grant, Mayor Approver as to rorm: (SEAL) i 1 Office of the City IVorney n 880,00° = Approved a to worm: BOYNTON BEACH COMMUNITY REDEVELOP EN A NCY ////:____-- e e By: I 1 O ice of the CRA Attorney Stev• :. Grant, Chair 00824643-1 EXHIBIT ,,A ,, Anticipated Town Square Funding Fiscal Yr CRA 2018/19 3,700,000 2019/20 3,700,000 2020/21 3,700,000 2021/22 3,550,000 2022/23 3,550,000 2023/24 3,550,000 2024/25 3,550,000 2025/26 3,550,000 2026/27 2,800,000 2027/28 2,800,000 2028/29 2,800,000 2029/30 2,800,000 2030/31 2,800,000 2031/32 2,800,000 2032/33 2,800,000 2033/34 2,800,000 2034/35 2,800,000 2035/36 2,800,000 2036/37 2,800,000 2037/38 2,800,000 2038/39 2,800,000 2039/40 2,800,000 2040/41 2,800,000 2041/42 2,800,000 2042/43 2,800,000 2043/44 2,800,000 2044/45 0 79,250,000 00824643-1