R24-025 1 RESOLUTION NO. R24-025
2 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA,
3 APPROVING AND AUTHORIZING THE CITY MANAGER TO SIGN A
4 HOLD HARMLESS AGREEMENT BETWEEN THE CITY OF BOYNTON
5 BEACH (THE "INDEMNITEE") AND VERIZON VZB (THE
6 "INDEMNIFIER") TO INSTALL FIBER OPTIC CABLE, CONDUIT, AND
7 HANDHOLES WITHIN BOYNTON BEACH UTILITIES' 20-FOOT
8 EASEMENT ALONG NORTH CONGRESS AVENUE; AND PROVIDING
9 AN EFFECTIVE DATE.
10 WHEREAS, Verizon VZB is proposing to install via directional bore approximately 1,725
11 linear feet of fiber optic conduit on North Congress Avenue, from 1301 N. Congress Avenue to
12 1770 N. Congress Avenue within the Palm Beach County (PBC) and the Lake Worth Drainage
13 District (LWDD) rights-of-way; and
14 WHEREAS, Due to limited spaces available along the rights-of-way, four (4) of the
15 Verizon VZB handholes are being proposed to be located within Boynton Beach Utilities 20 -
16 20-foot easement and,therefore, Verizon VZB will be held accountable for the costs associated
17 with damages to the City's 16-inch water main and 16-inch force main located within the 20-
18 foot utility easement along N. Congress Avenue, in the event that damage occurs; and
19 WHEREAS, Boynton Beach Utilities is requesting a Hold Harmless Agreement from
20 Verizon VZB for the installation of fiber optic cable, conduit, and handholes within an existing
21 Boynton Beach Utilities easement; and
22 WHEREAS, the City Commission of the City of Boynton Beach, Florida, upon the
23 recommendation of staff, deems it to be in the best interests of the City residents to approve
24 and authorize the City Manager to sign a Hold Harmless Agreement between the City of
25 Boynton Beach (the "Indemnitee") and Verizon VZB (the "Indemnifier") to install fiber optic
26 cable, conduit, and handholes within Boynton Beach Utilities' 20-foot easement along North
27 Congress Avenue.
28 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
29 BOYNTON BEACH, FLORIDA, THAT:
S:\CC\WP\CCAGENDA\2024\02-06-2024 CC\R24-025 Approve_Hold_Harmless_Agreement_With_Verizon_N_Congress_Avenue.Docx
30 Section 1. Each Whereas clause set forth above is true and correct and
31 incorporated herein by this reference.
32 Section 2. The City Commission of the City of Boynton Beach, Florida, does hereby
33 approve and authorize the City Manager to sign a Hold Harmless Agreement between the City
34 of Boynton Beach (the "Indemnitee") and Verizon VZB (the "Indemnifier") to install fiber optic
35 cable, conduit, and handholes within Boynton Beach Utilities' 20-foot easement along North
36 Congress Avenue.A copy of the Hold Harmless Agreement is attached hereto and incorporated
37 herein as Exhibit "A."
38 Section 3. That this Resolution shall become effective immediately upon passage.
39 PASSED AND ADOPTED this 6th day of February 2024.
40 CITY OF BOYNTON BEACH, FLORIDA
41 YES NO
42
43 Mayor-Ty Penserga
44
45 Vice Mayor-Thomas Turkin
46
47 Commissioner-Angela Cruz
48
49 Commissioner—Woodrow L. Hay
50
51 Commissioner—Aimee Kelley
52
53 VOTE s� v
54 AT T:
55
.4111111.111
56 gm
57 Mayl-- I- Jesus, MP a, MMC Ty
58 City Ger ___„„.„ Mayor
NTON , �
59 ;
HOLD HARMLESS AGREEMENT
2-CA
This HOLD HARMLESS AGREEMENT (the "Agreement") is made as of nlav \O I (the"Effective Date") by and between
City of Boynton Beach (the "Indemnitee"), located at 124 E. Woolbright Rd., Boyntdn Beach, Florida 33435, and Verizon VZB
(the "Indemnifier"), located at 4700 Exchange Ct., Boca Raton, Florida 33431. The Indemnitee and Indemnifier may be
referred to individually as the"Party", or collectively, the 'Parties".
RECITALS
WHEREAS, the Indemnifier desires to hold harmless and indemnify the Indemnitee from all liabilities, losses,claims,judgments,
suits, fines, penalties, demands or expenses that may result from the indemnitee's participation in the activity defined in section
1.07; and
WHEREAS, Indemnitee desires indemnity against all liabilities, losses, claims, judgments, suits, fines, penalties, demands or
expenses that may result from the Indemnitee's participation in the activity defined in section 1.07.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as
follows:
SECTION 1: DEFINITIONS AND INTERPRETATIONS
1.01 Words in the singular shall include the plural and vice versa.
1.02 A reference to one gender shall include a reference to the other genders.
1.03 A reference to writing or written includes e-mail.
1.04 Any obligation in this Agreement on a Party not to do something includes an obligation not to agree or allow that thing to
be done.
1.05 Any phrase introduced by the terms"including", "include", "in particular "or any similar expression shall be construed as
illustrative and shall not limit the sense of the words preceding those terms.
1.06 References to sections or clauses are to the sections or clauses of this Agreement.
1.07. "Activity"shall mean: Placement Via Directional drill of 1525'of 2" HOPE with 12ct FOC along west side Congress Ave
between Renaissance Way and Renaissance Ave in Boynton Beach, Florida.
SECTION 2: INDEMNIFICATION
2.01 Indemnification. To the fullest extent permitted by applicable law, the Indemnifier will hold harmless, defend, and
indemnify the Indemnitee and all of Indemnitee's current, past, and future officers, agents, and employees (collectively
"Indemnified Party"),from and against any and all claims and actions arising out of the Activity, including,without limitation,
expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any
liability, suit,action, loss,or damage, including through the conclusion of any appellate proceedings, raised or asserted by
any person or entity not a party to this Agreement,and caused or alleged to be caused,in whole or in party,by Indemnifier's
participation in the Activity, or any intentional, reckless,or negligent act or omission of Indemnifier, its officers,employees,
or agents, arising from, relating to, or in connection with the Activity, subject to the limits on indemnification described in
section 2.02. If any claim is brought against an Indemnified Party, Indemnifier shall, upon written notice from Indemnitee,
defend each Indemnified Party with counsel satisfactory to Indemnitee or, at Indemnitee's option, pay for an attorney
selected by the City Attorney to defend the Indemnified Party. The obligations of this section shall survive the expiration
or earlier termination of this Agreement.
2.02 Exceptions. Indemnifier shall not hold harmless and indemnify Indemnitee under the following circumstances: against a
claim caused solely by the negligence or fault of the Indemnitee, its agent or employee, or any third party under the control
or supervision of the Indemnitee, other than the Indemnifier or its agents, employees or contractors or where the actions or
conduct of the Indemnitee constituted willful misconduct or the Indemnitee was knowingly fraudulent or deliberately
dishonest.
2.03 Settlement and Consent The Indemnitee will not settle any claim or action without first obtaining the written consent of
the Indemnifier.The Indemnifier or will not be liable for any amounts paid in settlement of any claim or action where written
consent was not obtained.
2.04 Cooperation. Both Parties agree to cooperate in good faith and provide any and all information necessary for the
defense of any claim or action.
SECTION 3: MISCELLANEOUS
3.01 Representation on Authority of Parties/Signatories. Each Party signing this Agreement represents and warrants that
they are duly authorized and have legal capacity to execute and deliver this Agreement. Each Party represents and
warrants to the other that the execution and delivery of the Agreement and the performance of such Pany's obligations
hereunder have been duly authorized, and that this Agreement is a valid and legal agreement binding on such Party and
enforceable in accordance with its terms.
3.02 Amendment. This Agreement may only be changed or supplemented by a written amendment, signed by authorized
representatives of each Party.
3.03 Waiver. The waiver of any breach or violation of any term or condition hereof shall not affect the validity or enforceability
of any other term or condition, nor shall it be deemed a waiver of any subsequent breach or violation of the same term
or condition. No waiver of any right or remedy under this Agreement shall be effective unless made in writing and executed
by the Party so to be charged.The rights and remedies of the Parties to this Agreement are cumulative and not alternative.
3.04 Entire Agreement. This Agreement constitutes the entire Agreement between the Parties, replacing all other written
and/or previous agreements.
3.05 Severability.The Parties acknowledge that this Agreement is reasonable, valid and enforceable. However, if any term,
covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, it is the Parties' intent that such provision be changed in scope by the court only to the extent deemed
necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this
Agreement will in no way be affected,impaired or invalidated as a result.
3.06 Governing Laws. The validity, construction and performance of this Agreement shall be governed and construed in
accordance with the laws of Florida, without giving effect to any form of conflict of law provisions thereof.The Federal and
State courts located in Palm Beach County, Florida shall have sole and exclusive jurisdiction over any disputes arising
under the terms of this Agreement.
3.07 Effect of Title and Headings The title of the Agreement and the headings of its Sections are included for convenience
and shall not affect the meaning of the Agreement or the Section.
3.08 Attorneys Fees. If any legal proceeding is brought for the enforcement of this Agreement, or because of an alleged
breach, default or misrepresentation in connection with any provision of this Agreement or other dispute concerning
this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorney's fees incurred in
connection with such legal proceeding. The term "prevailing party" shall mean the party that is entitled to recover its
casts in the proceeding under applicable law, or the party designated as such by the court.
3.09 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties, their
respective successors and assigns.
3.10 Interpretation.The terms of this Agreement shall be construed in accordance with the meaning of the language used
and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of
construction which might otherwise apply.
3.11 Counterparts. This Agreement may be executed in counterparts.Facsimile signatures are binding and are
considered to be original signatures.
THE UNDERSIGNED HAVE READ, UNDERSTAND, AND ACCEPT THIS AGREEMENT, and by signing this Agreement,
all Parties agree to all of the aforementioned terms, conditions, and policies.
City of Boynton Beach
.APP OVED AS TO ORIt m`J
Daniel Duuger, City anager
City Attorney
(Date Signed) ")
Verizon VZB: %pY N T0 ‘1
%�F •• •••• N
• �:GORPORgj�.•� t
Mail
SEAL
����Mai ; INCORPORATED
Todd Mars It 1920 • %
Principal Eng -OSP �it 1
11/8/23
(Date Signed)