R2021-30 Seawall Construction AgreementRESOLUTION 2021-30
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH
PALM BEACH, FLORIDA, APPROVING AN AGREEMENT FOR CONSTRUCTION
OF SEAWALL WITH DONNA AND JEFFREY PALUMBO AND AUTHORIZING
THE VILLAGE MANAGER TO EXECUTE THE AGREEMENT ON BEHALF OF
THE VILLAGE; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, Donna and Jeffery Palumbo, the owners of property located at 1125 Country Club Drive
within the Village have offered to replace a contiguous portion of seawall adjacent to the North Palm
Beach Country Club Golf Course at no cost to the Village; and
WHEREAS, the Village Council wishes to allow the Palumbos to replace this portion of seawall subject
to the terms and conditions set forth in the Agreement for Construction of Seawall; and
WHEREAS, the Village Council determines that the adoption of this Resolution is in the interests of the
public health, safety and welfare.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF
NORTH PALM BEACH, FLORIDA, as follows:
Section 1. The foregoing recitals are ratified and are incorporated herein.
Section 2. The Village Council approves an Agreement for Construction of Seawall with Jeffrey and
Donna Palumbo, a copy of which is attached hereto and incorporated herein, and authorizes the Village
Manager to execute the Agreement on behalf of the Village.
Section 3. This Resolution shall be effective immediately upon adoption.
PASSED AND ADOPTED THIS 8TH DAY OF ARR IL 2021.
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ATTEST:
`; VILLAGE CLERK
AGREEMENT FOR CONSTRUCTION OF SEAWALL
THIS AGREEMENT is made and entered into by and between the Village of North
Palm Beach, a municipal corporation organized and existing under the laws of the State
of Florida, 501 U.S. Highway One, North Palm Beach, FL 33408 ("Village") and Donna
and Jeffrey Palumbo, 1125 Country Club Drive, North Palm Beach, Florida 33408
(collectively "Palumbo").
WITNESSETH:
WHEREAS, Palumbo is the owner of a parcel of real property located at 1125
Country Club Drive, within the corporate limits of the Village and legally described as Lot
125, Golf Course Addition No. 2 to Village of North Palm Beach, according to the plat
thereof recorded in Plat Book 28, Page 67 of the Public Records of Palm Beach County
(PCN: 68-43-42-08-04-000-1250) ("Palumbo Property"); and
WHEREAS, the Palumbo Property is located immediately adjacent to real property
owned by the Village that is part of the North Palm Beach Country Club Golf Course
(PCN: 68-43-42-08-00-000-1080) ("Golf Course Property"); and
WHEREAS, both the Palumbo Property and the Golf Course Property are located
adjacent to the North Palm Beach Waterway within the corporate limits of the Village; and
WHEREAS, Palumbo wishes to replace the seawall adjacent to the Palumbo
Property and further wishes to replace the immediately adjacent portion of the seawall
located on the Golf Course Property to ensure that: (a) both seawalls are aesthetically
compatible and structurally sound; and (b) the height of both seawalls comply with all
current Village Code requirements; and
WHEREAS, the Village wishes to allow Palumbo to replace the seawall on the Golf
Course Property subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual benefits and promises set forth
herein and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. Recitals
The foregoing recitals are ratified and incorporated herein.
2. Construction of Village Seawall
A. Palumbo agrees to replace approximately thirty-five (35) feet of seawall
located on the Golf Course Property in the area depicted in Exhibit "A" attached hereto
and incorporated herein ("Village Seawall").
Page 1 of 4
B. Palumbo shall replace the Village Seawall at Palumbo's sole cost and
expense, including, but not limited to, permitting expenses, engineering expenses, and
construction expenses.
C. Prior to submittal of a building permit for construction of the Village Seawall,
Palumbo shall obtain the written approval and consent of the Village Manager or his
designee. Once the Village Manager approves the plans, the Village shall execute all
necessary documentation for the issuance of building permits for the construction of the
Village Seawall on the Golf Course Property.
D. Palumbo shall construct the Village Seawall in accordance with all existing
federal, state and local laws, including all Village Code requirements.
E. The Village grants Palumbo a license for entry to the Golf Course Property
solely for activities related to the permitting and construction of the Village Seawall,
provided, however, that Palumbo shall coordinate access to the Golf Course Property
with the Village Manager or his designee. The license granted herein shall extend to
engineers, contractors and other licensed professionals retained by Palumbo.
3. Indemnification
Palumbo specifically agrees to indemnify and hold harmless the Village, its
officials, officers, agents and employees from and against any and all claims, actions or
causes of action relating to the construction of the Village Seawall on the Golf Course
Property. Palumbo agrees and understands that the indemnification under this provision
includes all claims, damages, costs and attorney's fees through and including all trial and
appellate proceedings, and further includes any costs and attorney's fees incurred in
establishing the Village's right and entitlement to indemnification under this provision.
Nothing set forth herein shall waive the Village's sovereign immunity protections or the
limitations of liability set forth in Section 768.28, Florida Statutes nor shall it create a cause
of action in favor of any third party.
4. Use of or Interest in the Village Seawall
Palumbo shall not acquire any right, title or interest in the Village Seawall or the
Golf Course Property and upon completion of the Village Seawall and shall not be entitled
to utilize the Golf Course Property or the Village Seawall for any purpose whatsoever.
Once the Village Seawall is constructed and a certificate of completion is issued, Palumbo
shall deliver a bill of sale conveying title to the Village Seawall to the Village. Palumbo
shall have no future maintenance obligation with respect to the Village seawall.
5. Term
This Agreement shall commence upon execution by both parties and shall remain
in full force and effect until such time as the Village Seawall is fully constructed, issued a
certificate of completion, and the bill of sale is executed and delivered to the Village.
Page 2 of 4
Notwithstanding the foregoing, the Indemnification set forth in Section 3 above shall
survive termination of the Agreement.
6. General Provisions.
A. Enforcement costs. If any legal action or other proceeding is brought for
the enforcement of this Agreement, or because of an alleged dispute, breach, or
misrepresentation in connection with any provisions of this Agreement, the successful or
prevailing party shall be entitled to recover reasonable attorney's fees, court costs and all
expenses (even if not taxable as court awarded costs), including appellate fees, costs
and expenses, incurred in that action or proceeding, in addition to any other relief to which
such party may be entitled.
B. Governing law and venue. This Agreement shall be governed by the laws
of the State of Florida. Any and all legal action necessary to enforce the Agreement will
be held in Palm Beach County, Florida.
C. Severability. In the event any part, term or provision of this Agreement is
found to be illegal or inoperative by a court of competent jurisdiction, the validity of the
remaining portions and provisions shall not be affected, and the rights and obligations of
the parties shall be construed and enforced as if the Agreement did not contain the
particular part, term or provision declared to be so invalid.
D. Entire agreement. The parties agree that this Agreement sets forth the
entire agreement between the parties, and that there are no promises or understandings
other than those stated herein. None of the provisions, terms and conditions contained
in this Agreement may be added to, modified, superseded or otherwise altered, except
by written instrument executed by the parties hereto.
E. Captions. The captions and paragraph headings are for reference and
convenience only and do not enter into or become a part of the context of this Agreement,
nor shall such headings affect the meaning or interpretation of this Agreement.
F. Waiver of rights. Failure of a party to enforce or exercise any of its right(s)
under this Agreement shall not be deemed a waiver of that parties' right to enforce or
exercise said right(s) at any time thereafter.
G. Construction, This Agreement shall not be construed more strongly against
either party regardless of who was more responsible for its preparation.
H. Exhibits. Each exhibit referred to in this Agreement forms an essential part
of this Agreement.
I. Binding effect and disclosure. This Agreement shall be binding on the
parties, and their assigns or successors in interest. Palumbo shall disclose the existence
of this Agreement to subsequent purchasers of the Palumbo Property.
Page 3 of 4
IN WITNESS WHEREOF, the parties have executed this Lease Agreement as of the
date first above written.
Attest:
Jtssica Green, Vyfi lage Clerk
Approved as to form and
legal sufficiency:
Leonard G. Rubin, Village Attorney
Witnessed by:
Print N e:
Print Name:
Print Name:
Print Name:
VILLAGE:
VILLAGE OF, ORTH PALM BEACH
Andrew D. Lukasik, Village Manager
PALUMBO:
Donna um bo
STATE OF FLORIDA COUNTY OFTM M dA The foregoing instrument was acknowledged before
me this ( N day of 20 ?�-� , by (name of person acknowledging.) NSW, Cil Tvvw OL C,
/ti1%l i (Seal)
Signature of Notary Public Print, Type/Stamp Name of Notary
Personally known: 17 OR Produced Identification: Type of Identification
Produced:
. &NNotary Public State of Florida
Monica Thomas
My Commission GG 981088
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Attest:
Jtssica Green, Vyfi lage Clerk
Approved as to form and
legal sufficiency:
Leonard G. Rubin, Village Attorney
Witnessed by:
Print N e:
Print Name:
Print Name:
Print Name:
VILLAGE:
VILLAGE OF, ORTH PALM BEACH
Andrew D. Lukasik, Village Manager
PALUMBO:
Donna um bo
STATE OF FLORIDA COUNTY OFTM M dA The foregoing instrument was acknowledged before
me this ( N day of 20 ?�-� , by (name of person acknowledging.) NSW, Cil Tvvw OL C,
/ti1%l i (Seal)
Signature of Notary Public Print, Type/Stamp Name of Notary
Personally known: 17 OR Produced Identification: Type of Identification
Produced:
. &NNotary Public State of Florida
Monica Thomas
My Commission GG 981088
Page 4 of 4 "4z, Expires 0412312024