HomeMy Public PortalAboutGulf Stream Golf Club Reverse Osmosis Plan Agreement 7-13-2021DEVELOPER'S AGREEMENT
THIS DEVELOPER'S AGREEMENT is entered into on this 13 day of J t% 1
2021 between GULF STREAM GOLF CLUB, INC, a Florida Not For Profit Corporatio ("Golf
Club"), and the TOWN OF GULF STREAM, a Florida municipal corporation ("Town").
WHEREAS, Golf Club owns certain land (the "Property") located within the municipal
limits of the Town, at 2401 N. Ocean Boulevard, Gulf Stream, FL 33483, Parcel Numbers 20-43-
46-03-00-003-0110 and 20-43-46-09-04-004-0250;
WHEREAS, the Golf Club owns and operates a golf course on the Property (the "Golf
Course");
WHEREAS, the Golf Club wishes to proceed with the development of a reverse osmosis
water plant ("RO Plant") to be associated with and serve the Golf Course and accessory uses to the
Golf Course on the Property;
NOW, THEREFORE, for and in consideration of the premises, the mutual undertakings
and agreements herein contained and assumed, Golf Club and the Town hereby covenant and agree
as follows:
1. Recitals. The foregoing recitals are hereby incorporated by reference and serve as a factual
stipulation upon which the parties agree is the basis of this Developer's Agreement.
2. RO Plant Construction, Operation and Maintenance. Golf Club hereby agrees to
construct, operate and maintain the RO Plant consistent with the following conditions:
a. Water from the RO Plant may be used for irrigation at the Golf Course and accessory
uses to the Golf Course only.
b. The proposed RO Plant shall not result in such noise, odor, or vibration, so as to
adversely impact surrounding residential development.
c. Equipment associated with the RO Plant shall be located inside of a building
constructed of materials designed to reduce noise levels at neighboring locations.
All ventilation openings within the building housing the RO Plant shall contain
noise reduction devices to reduce the noise escaping the RO Plant building, and the
openings shall be located so that they are not facing any residential dwellings
located within 1000 feet of the RO Plant building.
d. The RO Plant shall provide sufficient protection so that the sound level measured
in decibels, using the "A" weighting scale which reflects the response characteristics
of the human ear, shall not exceed 45 decibels at the RO Plant Property boundary,
and 30 decibels at adjacent residential property boundaries.
e. If the RO Plant receives three or more noise complaints from separate households
within a 30 -day period, a noise control plan shall be developed by a professional
engineer registered in the State of Florida, and the RO Plant shall implement the
recommendations of the noise control plan. The noise control plan will be developed
by an engineer hired by the Town, and paid for by the owner or operator of the RO
Plant. Upon receipt of the engineer's recommendations from the Town, the Golf Club
shall have 30 days to implement the recommendations. If that time period is not met,
the RO Plant shall cease all operations until the recommendations of the noise control
plan have been implemented to the satisfaction of the Town.
f. If the RO Plant receives three or more odor complaints from individuals from separate
households within a 30 -day period, an odor control plan shall be developed by a
professional engineer registered in the State of Florida, and the RO Plant shall
implement the recommendations of the odor control plan. The odor control plan will
be developed by an engineer hired by the Town, and paid for by the owner or operator
of the RO Plant. Upon receipt of the engineer's recommendations from the Town, the
Golf Club shall have 30 days to implement the recommendations. If that time period
is not met, the RO Plant shall cease all operations until the recommendations of the
odor control plan have been implemented to the satisfaction of the Town.
g.
The RO Plant shall obtain and comply with all applicable federal, state or local
permits for construction and operation of the RO Plant.
h. The RO Plant shall not be detrimental to the area residents or households, or the
public health, safety or welfare of the community as a whole.
i. The RO Plant and any accessory buildings shall be screened from view from
adjacent properties. Accessory buildings include, but are not limited to, storage
tanks.
3. Jurisdiction. This Agreement, and the rights and obligations of the Town and the Golf Club
hereunder, shall be governed by, construed under, and enforced in accordance with the laws
of the State of Florida, and venue shall be in the circuit courts of Palm Beach County. If any
provision of this Developer's Agreement, or the application thereof to any person or
circumstances, shall to any extent be held invalid or unenforceable by a court of competent
jurisdiction, then the remainder of this Developer's Agreement shall be valid and enforceable
to the fullest extent permitted by law.
4. Relationship. This Agreement does not evidence the creation of, nor shall it be construed as
creating, a partnership or joint venture among Town and Golf Club. Each party is acting for
its own account, and it has made its own independent decisions to enter into this Agreement
and as to whether the same is appropriate or proper for it based upon its own judgment and
upon advice from such advisers as it has deemed necessary. Each party acknowledges that
the other party hereto is not acting as a fiduciary for nor as an adviser to it in respect of this
Agreement.
5. Prevailing Party Fees. In the event the Golf Club or Town are required to enforce this
Agreement by Court proceedings or otherwise, by instituting suit or otherwise, then the
prevailing party shall be entitled to recover from the other party all costs incurred, including
reasonable attorney's fees.
6. Successors and Assigns. All covenants, agreements, warranties, representations, and
conditions contained in this Agreement shall bind and inure to the benefit of the respective
successors and assigns of the parties to this Agreement.
7. Waiver. A failure to assert any rights or remedies available to a party under the terms of this
Agreement shall not be deemed a waiver of such rights or remedies, and a waiver of the right
to remedies available to a party by a course of dealing or otherwise shall not be deemed to
be a waiver of any other right or remedy under this Agreement, unless such waiver of such
right or remedy is contained in a writing signed by the party alleged to have waived his other
rights or remedies and to the extent involving the Town such writing must be approved by
the Town's governing body.
8. Construction of Agreement. Each party acknowledges that all parties to this Agreement
participated equally in the drafting of this Agreement and that it was negotiated at arm's
length. Accordingly, no court construing this Agreement shall construe it more strongly
against one party than another.
9. Further Action. Each party shall execute and deliver any and all additional papers,
documents, and other assurances, and shall do any and all acts and things reasonably
necessary in connection with the performance of the obligations hereunder and to carry out
the intent of the parties hereto.
10. Entire Agreement. This Agreement represents the entire understanding and agreement
between the parties with respect to the subject matter hereof, and supersedes all other
negotiations, understandings or agreements made by and between the parties.
11. Effective Date. The Effective Date of this Agreement shall be the date on which it is
approved by the Town's governing body.
12. Notice. All notices, requests, consents and other communications required or permitted under
this Agreement shall be in writing and shall be (as elected by the person giving such notice)
hand delivered by messenger or courier service, or mailed by registered or certified mail
(postage pre -paid), return receipt requested, addressed as follows or to such other addresses
as any party may designate by notice complying with the terms of this Section. Each such
notice shall be deemed delivered: on the date of delivery if by personal delivery; and if the
notice is mailed, on the earlier of: (a) the date upon which the return receipt is signed; (b)
the date upon which delivery is refused; (c) the date upon which notice is designated by the
postal authorities as not delivered; or (d) the third business day after mailing.
Notwithstanding the foregoing, service by personal delivery delivered, shall be deemed to
have been made on the next day that is not a Saturday, Sunday or legal holiday.
To the Town:
Town Attorney
c/o Edward C. Nazzaro, Esq.
100 Sea Road
Gulf Stream, FL 33483
To the Golf Club: Gulf Stream Golf Club, Inc.
Golf Course Superintendent
c/o Ryan L. Swilley
2401 N. Ocean Boulevard,
Gulf Stream, FL 33483
This Agreement signed, sealed, and delivered by the parties hereto on the date first written above.
GULF STREAM GOLF CLUB, INC.
KEN/Al i -
Print name:
Print name:
ATTEST:
[(SEAL)]
TOWN OF GULFSTREAM