HomeMy WebLinkAboutR26-169 RESOLUTION NO. R26-169
2 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON
3 BEACH, FLORIDA, APPROVING A RIGHT OF WAY MAINTENANCE
4 AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND BB QOZ,
5 LLC FOR THE INSTALLATION OF IRRIGATION, LANDSCAPE, AND
6 HARDSCAPE WITHIN THE FLORIDA DEPARTMENT OF
7 TRANSPORTATION RIGHT-OF-WAY ALONG STATE ROAD 5/FEDERAL
8 HIGHWAY/ US HIGHWAY 1 FOR THE PIERCE PROJECT; AND FOR ALL
9 OTHER PURPOSES.
10
11 WHEREAS, the City Commission of the City of Boynton Beach, Florida, is the governing
12 body of the City and has plenary authority over the roads, alleys, and rights-of-way within the City
13 street system; and
14 WHEREAS, the City generally maintains the City rights-of-way platted or dedicated for
15 public use; and
16 WHEREAS, BB QOZ, LLC ("Owner") is the owner of the real property generally located at
17 111 N. Federal Highway, Boynton Beach, FL 33435, bearing Palm Beach County Property Control
18 Nos. 08-43-45-28-03-001-0060; 08-43-45-28-03-001-0080; 08-43-45-28-03-001-0100; 08-43-
19 45-28-03-006-0010; 08-43-45-28-03-006-0100; 08-43-45-28-03-006-0111; 08 43 45 28 03 006-
20 0120; and 08-43-45-28-03-006-0130, known as "The Pierce"; and
21 WHEREAS, State Road 5/Federal Highway/US Highway 1 from M.P. 14.263 to M.P. 14.320
22 is a Florida State highway, the rights-of-way of which are maintained by the Florida Department
23 of Transportation ("FDOT"); and
24 WHEREAS, as part of the Owner's development of the Property, the Owner desires to
25 install certain irrigation, landscape, and hardscape improvements within the FDOT Federal
26 Highway right-of-way; and
27 WHEREAS, the City finds that the aesthetics and specialty features requested for the right-
28 of-way by the Owner will enhance the streetscape to the benefit of the public; and
29 WHEREAS, FDOT has agreed to allow such specialty hardscape, landscape, and irrigation
30 only if the City enters into that certain State of Florida Department of Transportation District Four
31 Landscape Maintenance Memorandum of Agreement, dated June 22, 2026, Permit No. 2024-L-
32 496-00008, as amended by Amendment) thereto, Permit No. 2026-L-496-00006 (the "MMOA"),
RESOLUTION NO. R26-169
33 for the maintenance of the improvements in the FDOT right-of-way; and
34 WHEREAS, the Owner agrees to assume the City's maintenance obligations with FDOT
35 under the MMOA and to indemnify the City for any claims, damages, or payments made as a
36 result of the Owner's failure to perform such maintenance obligations on the terms and conditions
37 set forth in this Agreement; and
38 WHEREAS, the City Commission, upon the recommendation of staff, has deemed it in the
39 best interests of the city's citizens and residents to approve a Right of Way Maintenance
40 Agreement between the City of Boynton Beach and BB QOZ, LLC for the installation of irrigation,
41 landscape, and hardscape within the Florida Department of Transportation right-of-way along
42 State Road 5 / Federal Highway/ US Highway 1.
43 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON
44 BEACH, FLORIDA, THAT:
45 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
46 being true and correct and are hereby made a specific part of this Resolution upon adoption.
47 SECTION 2. The City Commission of the City of Boynton Beach, Florida, does hereby
48 approve a Right of Way Maintenance Agreement between BB QOZ, LLC and the City for the
49 installation of irrigation, landscape, and hardscape within the Florida Department of
50 Transportation right-of-way along State Road 5 / Federal Highway / US Highway 1 from M.P.
51 14.263 to M.P. 14.320 (the "Agreement"), in form and substance similar to that attached as Exhibit
52 A.
53 SECTION 3. The City Commission of the City of Boynton Beach, Florida, hereby
54 authorizes the Mayor to execute the Agreement. The Mayor is further authorized to execute any
55 ancillary documents required under the Agreement or necessary to accomplish the purposes of
56 the Agreement and this Resolution.
57 SECTION 4. Upon full execution of the Agreement by the City and receipt of the fully
58 executed MMOA from FDOT, the City Clerk shall record the Agreement in the Public Records of
59 Palm Beach County and shall attach the fully executed MMOA as Exhibit A to the recorded
60 Agreement. The City Clerk shall provide a copy of the recorded Agreement to Luiza Pessoa
61 Guazzelli, who shall provide a copy to the Owner and FDOT.
RESOLUTION NO. R26-169
62 SECTION 5. This Resolution shall take effect in accordance with the law.
63 [SIGNATURES ON THE FOLLOWING PAGE]
RESOLUTION NO. R26-169
64 PASSED AND ADOPTED this ` day of Q �YvnkeiQ,Z-- 2026.
65 CITY OF BOYNTON BEACH, FLORIDA
66 YES NO
67 Mayor— Rebecca Shelton ✓
68
69 Vice Mayor—Thomas Turkin
70
71 Commissioner—Angela Cruz
72
73 Commissioner—Aimee Kelley ✓
74
75 Commissioner— Mack McCray ✓
76
77 VOTE 5'Q
78 ATTEST:
79
801�Q
(e
81 Tammy Stan one R cca Shelton
82 City Clerk Mayor
83 ;=v BOYNT\,
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84 ••• ORPpR•N
I,� APPROVED AS TO FORM:
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85 (Corporate Seal) cS 11 9T'<`;��n ii• �
86 NCO 'n i
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87 : 1 g2 Fo; /�i -
88it �;••.••••,•.•' Shawna G. Lamb
89 " °RIDA r' City Attorney
This Instrument Prepared by
And Should Be Returned to:
CITY OF BOYNTON BEACH
Office of the City Attorney
100 East Ocean Ave.
Boynton Beach,FL 33435
Parcel No. 08-43-45-28-03-001-0060; 08-43-45-28-03-001-0080; 08-43-45-28-03-001-0100;
08-43-45-28-03-006-0010; 08-43-45-28-03-006-0100; 08-43-45-28-03-006-0111; 08-43-45-28-
03-006-0120; 08-43-45-28-03-006-0130
RIGHT-OF-WAY MAINTENANCE AGREEMENT
State Road 5/ Federal Highway/ US Highway 1 from M.P. 14.263 to M.P. 14.320
Resolution No. Rz4 -I6°l
THIS RIGHT-OF-WAY MAINTENANCE AGREEMENT ("Agreement") is made as of
the date indicated on the signature page by and between the CITY OF BOYNTON BEACH, a
municipal corporation, its successors and assigns ("City"), having an address of 100 East Ocean
Avenue, Boynton Beach, FL 33435, and BB QOZ, LLC, a Florida limited liability company, with
an address of 613 NW 3rd Ave, Ste 104, Fort Lauderdale, FL 33311 ("Owner").
WHEREAS, Owner is the owner of the real property located in Palm Beach County
("County"), Florida, generally located at 111 N. Federal Highway, Boynton Beach, FL 33435
(bearing Palm Beach County Property Control Nos. 08-43-45-28-03-001-0060; 08-43-45-28-03-
001-0080; 08-43-45-28-03-001-0100; 08-43-45-28-03-006-0010; 08-43-45-28-03-006-0100; 08-
43-45-28-03-006-0111; 08-43-45-28-03-006-0120; 08-43-45-28-03-006-0130) (collectively, the
"Property"); and
WHEREAS, State Road 5 / Federal Highway / US Highway 1 from M.P. 14.263 to M.P.
14.320 is a Florida State highway,which right-of-way is maintained by the Florida Department of
Transportation ("FDOT"); and
WHEREAS, as part of the Owner's development of the Property, Owner desires to install
certain irrigation, landscape, and hardscape improvements within the FDOT Federal Highway
right-of-way; and
WHEREAS,the City finds that the aesthetics and specialty features requested for the right-
of-way by Owner will enhance the streetscape to the benefit of the public; and
WHEREAS, FDOT has agreed to allow such specialty hardscape,landscape, and irrigation
only if the City entered into that certain Landscape Maintenance Memorandum of Agreement,
dated , Permit No. 2024-L-496-00008, as amended by Amendment 1 thereto,
Permit No. 2026-L-496-00006 (the "MMOA"), a copy of which is attached hereto as Exhibit A,
for the maintenance of the improvements in the FDOT right-of-way; and
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WHEREAS,Owner agrees to assume the City's maintenance obligations with FDOT under
the MMOA and to indemnify the City for any claims, damages, or payments made as a result of
the Owner's failure to perform such maintenance obligations on the terms and conditions set forth
in this Agreement; and
WHEREAS, the City and Owner mutually recognize the need for entering into this
Agreement;
NOW THEREFORE, in consideration of the installation of the specialty hardscape,
landscape, and irrigation, and Ten Dollars ($10.00) paid in hand, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. Recitals. The recitals above are true and correct and incorporated herein by reference.
2. FDOT As reement. Owner acknowledges that the City has entered into the MMOA, dated
, a copy of which is attached hereto as Exhibit A and incorporated herein. In the
event of any conflicts between this Agreement and the MMOA,the MMOA shall prevail.The City
shall promptly provide the Owner with a copy of any notice received from FDOT concerning the
MMOA or the City's obligations thereunder.
3. Specialty Features. Pursuant to the MMOA, Owner will install certain landscaping
improvements (the "Improvements") in the FDOT Federal Highway right-of-way, as generally
shown in the Landscape Improvement Plans attached as Exhibit B to the MMOA(the"Approved
Plans").
4. Area to Be Maintained. Pursuant to the MMOA, Owner will maintain the Improvements
in the area of the FDOT State Road 5/Federal Highway/US Highway 1 right-of-way from Mile
Post 14.263 to Mile Post 14.320, as depicted in Exhibit A of the MMOA (the "Maintenance
Area").
5. FDOT Access.The City shall promptly notify the Owner upon receipt of any FDOT access
request. Owner shall provide the required access within thirty (30) calendar days of such notice,
including temporarily or permanently removing any conflicting Improvements, at Owner's sole
cost and expense. If Owner fails to do so, FDOT may remove the conflicting Improvements
pursuant to the MMOA, and the City may bill Owner for all documented costs charged to the City
by FDOT,payable within thirty(30)calendar days of invoice.
6. Owner's Maintenance Responsibilities.
6.1 The Owner agrees to maintain all Improvements installed by the Owner within the
Maintenance Area and to assume all of the City's obligations under the MMOA according
to the requirements outlined in the MMOA at the Owner's expense. Notwithstanding the
foregoing, the Owner shall not be responsible for any maintenance,repair, or replacement
costs arising from damage to the Maintenance Area or any improvements located therein
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to the extent such damage is caused by the negligent or intentional acts or omissions of the
City or any of its agents, employees, contractors, subcontractors, successors, or assigns.
6.2 The term "landscape improvements" shall be defined in the MMOA and include plant
materials, irrigation, tree grates, and lighting as described in the Approved Plans. Plant
materials include trees, palms, shrubs, ground cover, and turf, as described in the
Landscape Plan in the Approved Plans.
6.3 The term "hardscape" shall refer to any specialty surface or pavers and any associated
concrete areas or header curbs within the FDOT right-of-way, as described in the
Hardscape Plan in the Approved Plans.
6.4 The term "irrigation" shall refer to any irrigation system installed within the FDOT right-
of-way, as described in the Irrigation Plan in the Approved Plans.
6.5 Maintenance of the landscape improvements shall comply with the requirements of the
MMOA and shall include mowing, fertilizing, weeding, edging, litter pickup, pruning,
necessary replanting, and irrigation system repair, and shall specifically mean: to properly
water and fertilize all plants; to keep them as free as practicable from disease and harmful
insects; to properly mulch the planting beds; to keep the premises free of weeds; to mow
the turf to the proper height for that species; to correctly prune all plants which at a
minimum includes: (i) removing dead or diseased parts of plants, (ii) pruning such parts
thereof to provide clear visibility to signage and for those using the sidewalk and/or
roadway, and (iii)preventing any other potential roadway hazards; to remove and replace
dead or diseased plants;to keep palms free of fruit year-round,as described in the MMOA.
All plants removed for whatever reason shall be replaced by plants of the same species
type, size, and grade as specified in the Plans or with approved replacements.
6.6 Maintenance of the hardscape improvements shall comply with the requirements of the
MMOA and shall include repair or replacement of the specialty surfaces as necessary to
prevent a safety hazard, keeping any header curbs that contain the specialty surfacing in
optimum condition, and keeping the hardscape area free from weeds and litter.
6.7 Maintenance of the irrigation improvements shall comply with the requirements of the
MMOA and shall include irrigation repair and maintenance per the standards set forth by
the Florida Irrigation Society (FIS) latest edition of FIS Standards and Specifications for
Turf and Landscape Irrigation Systems.
6.8 Utilities. The Owner is solely responsible for all utilities related to the irrigation systems
for the Maintenance Area, including the ongoing cost of water.
7. Failure to Maintain.
7.1 If at any time it is determined by the City that the Owner is not reasonably maintaining the
Maintenance Area according to the terms of this Agreement, the City shall issue a written
notice to the Owner of each deficient maintenance issue. If Owner does not correct and
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improve such deficient maintenance within thirty (30) calendar days after receipt of the
City's written notice (the "Cure Period") or provide a written reasonable basis for why
such deficiency has not been cured within the Cure Period,the City may declare Owner to
be in breach of this Agreement and may cause such deficiencies to be corrected and the
City may bill Owner for the reasonable, out-of-pocket costs of such correction, plus a
reasonable administrative fee,not to exceed 15%of such expenses. Owner shall then remit
to the City the amount so billed within thirty (30) calendar days after Owner's receipt of
an invoice, together with documentation evidencing and detailing such expenditures.
However, if Owner has commenced the appropriate actions to cure the violation within the
Cure Period and thereafter diligently continues to pursue the cure of the violation,then the
Cure Period shall be extended for so long as reasonably necessary to cure such violation
given the nature of the violation and other factors not within the Owner's direct control.
7.2 Owner acknowledges that if the Improvements are not maintained in accordance with the
MMOA, FDOT reserves the right to remove the Improvements within the FDOT right-of-
way and charge the reasonable costs of such removal following the applicable notice and
cure period provided under the MMOA. If FDOT charges the removal costs to the City
under the MMOA and the City had previously and promptly delivered to Owner the notice
from FDOT concerning such failure to maintain as required under the MMOA, then the
City may bill Owner for the documented costs of such removal, plus a reasonable
administrative fee, not to exceed 15% of the documented expenses thereof. Owner shall
then remit to the City the amount so billed within thirty (30) calendar days after Owner's
receipt of such bill.
7.3 If FDOT charges the City for the costs of replacement of the Improvements within the
Maintenance Area due to Owner's failure to properly maintain the Improvements as
provided in the MMOA and the City had previously and promptly delivered to Owner the
notice from FDOT concerning such failure to maintain as required under the MMOA,then
the City may bill Owner for the costs of the replacement improvements, plus a reasonable
administrative fee not to exceed 15% of the costs. Owner shall then remit to the City the
amount so billed within thirty(30) calendar days after Owner's receipt of such bill.
8. Future FDOT Improvements. Owner understands and agrees that the Improvements
covered by this Agreement and the MMOA may be removed, relocated,or adjusted at any time in
the future, as determined to be necessary by FDOT for Federal Highway to be widened, altered,
or otherwise changed to meet with future criteria or planning of FDOT.Owner will be given notice
of no less than sixty (60) calendar days to remove said Improvements at Owner's expense. If
Owner fails to do so, FDOT may, pursuant to Section 6 of the MMOA remove the Improvements
and charge the City, in which case the City may bill Owner for all documented costs, plus a
reasonable administrative fee, not to exceed 15% of the documented expenses thereof, payable
within thirty (30) calendar days of invoice. The City has no obligation to replace Improvements
removed by FDOT under this Section.
9. Owner's Additional Improvements. Owner shall not make any additional material
improvements in the Maintenance Area not shown in the Approved Plans unless the plans for such
additional improvements have been approved in writing by FDOT and the City.
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10. Term.
10.1 This Agreement shall be coterminous with the MMOA and shall automatically
terminate upon the expiration or earlier termination of the MMOA, after which the parties
shall be relieved from all further liabilities and obligations hereunder, provided that any
obligations of the City that survive the termination of the MMOA shall similarly survive
the termination of this Agreement to the extent Owner assumed the same under this
Agreement. Should any portion of the Improvements be removed, this Agreement and
Owner's obligations hereunder concerning such portion shall be deemed terminated as to
the removed Improvements but shall remain in full force and effect as to any remaining
Improvements unless otherwise terminated.
10.2 Notwithstanding anything to the contrary in Section 10.1,the City may unilaterally
elect to terminate the Owner's obligations under this Agreement by giving thirty(30)days'
prior written notice to the Owner. Upon such termination, the City shall assume the
Owner's maintenance obligations under this Agreement, and the City and Owner shall be
released from their obligations under this Agreement, excluding those obligations which
expressly survive termination, and this Agreement shall be deemed terminated.
10.3 The termination of this Agreement shall not modify any approvals or other rights
of Owner or any other third party unless such approvals or rights were conditioned on
Owner's compliance with this Agreement and this Agreement was terminated due to a
breach of this Agreement by Owner that was not cured within the Cure Period.
11. Owner's Additional Responsibilities.
11.1 Claims. In the event of any third-party claims for damages related to the Maintenance
Area, Owner shall provide written notice of such claim with all related facts and
documents to the City and FDOT.
11.2 Permits. Owner (or the City, at Owner's cost, if so required by FDOT) shall secure any
applicable permits necessary to fulfill its obligations under the terms and conditions of
this Agreement.
11.3 Compliance with Laws. Owner shall promptly comply with all statutes,ordinances,rules,
orders,regulations, and requirements of all local, state, and federal agencies applicable to
its obligations under the terms of this Agreement.
11.4 Insurance.
(a) Owner shall, at all times during the term of this Agreement, maintain the following
minimum insurance coverages for the Maintenance Area from a company or companies
lawfully authorized to do business in Florida:
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Commercial General Liability: Commercial general liability insurance with limits not
less than $1,000,000.00 Combined Single Limit per each occurrence and $2,000,000
aggregate for bodily injury.
Worker's Compensation:Worker's compensation insurance,if and with limits required
by applicable law.
Professional Liability: Coverage must be afforded under a Professional/Allied
Health/Malpractice Liability policy with limits not less than $2,000,000 per each
occurrence and$3,000,000 annual aggregate.
Environmental/Pollution Liability: If Owner or any contractor engaged by Owner
utilizes fertilizers,herbicides,pesticides,or any other chemicals in connection with the
maintenance of the Maintenance Area, Owner shall maintain, or require its contractor
to maintain, environmental/pollution liability insurance with limits not less than
$1,000,000 per each occurrence and $2,000,000 annual aggregate.
(b) Certificate of Insurance: Owner shall furnish proof of the required insurance to the
City's Risk Manager before commencing any work within the Maintenance Area and
upon request by the City or FDOT from time to time. To be acceptable to the City,the
liability insurance certificate shall name the City and FDOT as additional insureds and
shall contain a clause substantially as follows:
"Should any of the above-described policies be canceled before the expiration date,the
issuing insurance company will mail at least thirty(30)days' written notice to the Risk
Manager of the City of Boynton Beach, 100 East Ocean Avenue, Boynton Beach,
Florida 33435."
(c) In the event Owner contracts with a third party to provide the maintenance services
required under this Agreement, any contract with such third party shall include the
following provisions:
(i) Owner's contractor shall, at all times while performing maintenance
services under this Agreement,maintain the following insurance coverages:
(a) Commercial General Liability: Minimum limits of$1,000,000.00
per occurrence, combined single limit for bodily injury liability and property
damage liability.
(b) Worker's Compensation: Worker's Compensation with limits
required by applicable law and Employer's Liability Insurance with minimum
limits of$500,000 per occurrence.
(ii) Each liability insurance certificate shall name the City of Boynton Beach
and FDOT as additional insureds on such policies.
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i
(d) The insurance required shall be written for not less than the above limits of liability,
adjusted every five(5)years to ensure coverages are consistent with commercially
reasonable insurance policies maintained by owners of comparable properties in
size,type,quality,and location.Coverages shall be maintained without interruption
from the effective date of this Agreement until the termination or expiration of this
Agreement. Any liability coverage on a claims-made basis shall remain effective
for five(5)years after the termination or expiration of this Agreement.
(e) The City represents that it is self-insured. The City shall self-insure or maintain
commercial general liability insurance for claims not arising out of or in connection
with the Owner's obligations under this Agreement.
11.5 Indemnification.
(a) Owner shall indemnify, defend, and hold harmless the City and its commissioners,
officers, employees and agents, and FDOT (the "Indemnified Parties") from all
liabilities, damages, losses, and costs, including but not limited to reasonable
attorneys' fees, to the extent caused by the negligence, recklessness or intentional
wrongful conduct of Owner, its contractors, employees and agents, and any other
persons directly or indirectly employed or utilized by Owner in the performance of
its maintenance obligations under this Agreement. Owner agrees to pay all such
claims and losses and shall defend, using counsel of Owner's choosing, all such
suits in the name of the Indemnified Parties, including but not limited to appellate
proceedings, and shall pay all costs, judgments and reasonable attorneys' fees
which may issue thereon. This indemnification agreement is separate and apart
from,and in no way limited by,any insurance provided pursuant to this Agreement
or otherwise. This section shall not be construed to require the Owner to indemnify
the Indemnified Parties against the consequences of the Indemnified Parties'
negligence, intentional acts, or omissions. Nothing in this Agreement shall be
deemed to be a waiver of the City's or FDOT's sovereign immunity under Section
768.28, Florida Statutes. This clause shall survive the expiration or termination of
this Agreement.
(b) In the event Owner contracts with a third party to provide the maintenance services
required under this Agreement, any contract with such third party shall include the
following provision: Owner's contractor shall indemnify, defend, save, and hold
harmless the City of Boynton Beach and FDOT and their respective commissioners,
officers, employees, and agents from all claims, demands, liabilities, and suits of
any nature arising out of, because of,or due to any intentional and/or negligent act
or occurrence, omission or commission of such contractor or its subcontractors.
Owner shall provide the City written evidence of the preceding upon the request of
the City. This paragraph shall not be construed to require Owner or its contractor
to indemnify the City or FDOT for their own negligence.Nothing in this Agreement
shall be deemed to be a waiver of FDOT's or the City's sovereign immunity or the
liability limits provided under Section 768.28, Florida Statutes. This clause shall
survive the expiration or termination of this Agreement.
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12. Liability.Nothing in this Agreement is intended to impose or transfer to Owner any liability
for anything other than the maintenance of the Improvements within the Maintenance Area, as
provided in this Agreement.
13. No Interest or Estate. Except for the right of access to install the Improvements and conduct
its responsibilities under this Agreement and/or the maintenance of the Maintenance Area, this
Agreement does not create in the Owner any rights, claim of any interest or estate of any kind or
extent whatsoever in the Maintenance Area by virtue of this Agreement, unless such right is
subsequently granted to Owner by FDOT.
14. No Third-Party Beneficiaries. No person or entity other than the parties to this Agreement
shall be deemed a beneficiary of this Agreement.
15. Notices. Whenever either party desires to give notice to the other, it must be provided by
written notice, sent by certified United States mail, with return receipt requested, or overnight
express addressed to the party from whom it is intended, at the place as specified, and the place
for giving of notice in compliance with the provisions of this paragraph. For the present,the parties
designate the following as the respective places for giving notice:
To the City: City Manager
City of Boynton Beach
100 East Ocean Avenue
Boynton Beach, Florida 33435
With Copy to: City Attorney
City of Boynton Beach
100 East Ocean Avenue
Boynton Beach, Florida 33435
To Owner: BB QOZ, LLC
Attn: Jeffrey Burns, Authorized Signatory
613 NW 3rd Ave, Ste 104
Fort Lauderdale, FL 33311
With Copy to: Kapp Morrison Aker LLP
7900 Glades Rd, Suite 550
Boca raton, FL 33434
ATTN: Lance Aker, Esq.
16. Governing Law; Jurisdiction; Venue; Litigation. This Agreement shall be construed and
interpreted,and the rights of the parties hereto determined,in accordance with Florida law without
regard to conflicts of law provisions. The parties hereby irrevocably submit to the jurisdiction of
Florida courts and federal courts located in Florida. The parties agree that the proper venue for any
suit concerning this Agreement shall be exclusively in Palm Beach County,Florida,or the Federal
Southern District of Florida.Notwithstanding the foregoing,in case of a dispute involving FDOT,
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Section 17 of the MMOA shall prevail. Owner agrees to waive all defenses to any suit filed in
Florida based upon improper venue or forum non conveniens. To ENCOURAGE PROMPT AND
EQUITABLE RESOLUTION OF ANY LITIGATION,EACH PARTY HEREBY WAIVES ITS RIGHTS
TO A TRIAL BY JURY IN ANY LITIGATION RELATED TO THIS AGREEMENT.
17. Non-Binding Mediation. Prior to the commencement of any court action arising out of this
Agreement,the parties agree to attempt to resolve the dispute through non-binding mediation with
a mediator mutually acceptable to both parties.The costs of such mediation shall be shared equally
by the parties.
18. Severability. Should any provision of this Agreement be declared invalid by a court of
competent jurisdiction, the same shall not affect the validity of this Agreement as a whole or any
part thereof, other than the provision declared invalid. Every other term and provision of this
Agreement shall be deemed valid and enforceable to the maximum extent permitted by law.
19. Waiver. No delay or failure on the part of any party to exercise any right or remedy
occurring to such party upon the occurrence of an event or violation of this Agreement shall affect
any such right or remedy, be held to be an abandonment thereof, or preclude a party from the
exercise thereof at any time during the continuance of any event of a violation. No waiver of a
single event of violation by a party shall be deemed a waiver of any subsequent event of violation.
Furthermore,no waiver of any provision of this Agreement shall be effective unless it is in writing
and signed by the party against whom it is asserted, and any such written waiver shall only apply
to the specific instance to which it relates.
20. Covenant Running with the Land; Recording. Owner's responsibilities under this
Agreement shall be a covenant running with the Property and shall be binding upon and inure to
the benefit of the Owner's successors and/or assigns. If Owner conveys all of the Property, then
Owner shall be released and discharged from all of its obligations and liabilities under this
Agreement, and the party acquiring the Property shall be deemed to have assumed all of such
obligations and liabilities. City may record this Agreement in the Public Records of Palm Beach
County indexed to the Property.
21. Estoppel Certificate. City agrees, within fifteen (15) days after request by Owner, to
execute, acknowledge, and deliver to Owner or any prospective purchaser, assignee,or mortgagee
designated by Owner, a certificate stating: (i) that this Agreement is unmodified and in full force
and effect (or if there have been modifications, that this Agreement is in full force and effect as
modified, and identifying the modification agreements); (ii) whether or not there is an existing
default by Owner under this Agreement of which the City has knowledge, and if there is any such
default, specifying the nature and extent thereof; (iii) whether or not there are any defenses or
counterclaims against enforcement of the obligations to be performed hereunder existing in favor
of the City;and(iv)such other matters concerning the status of this Agreement or the performance
by Owner of its obligations hereunder as shall be reasonably requested.
22. Entire Agreement. This Agreement and Exhibits, which are incorporated into this
Agreement in their entirety (regardless of whether attached), embody the entire agreement and
understanding of the parties concerning the subject matter of this Agreement and supersede all
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prior and contemporaneous agreements and understandings,oral or written, relating to said subject
matter.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have made and executed this Right of Way
Maintenance Agreement on the date last indicated below.
ATTEST: CITY OF BOYNTON BEACH
♦��� ire /_ I1 .s.. _ By:
Tammy Stanzi s e, City Cler ebecca Shelton, Mayor
Dated: p( QenfOrvq,t-- 1(p, 2026
City Atto ey's Of tc
Approv/as to fort a 4 legality BpYNT �•,
By: 4 t1 `j � �.•:,......04/ ‘,
. SppEAL .
i : INCOF?
STATE OF FLORIDA ) RarED ;
COUNTY OF PALM BEACH ) 1920
S.
FCO•IDP
The foregoing Right of Wqy ent was acknowledged before me by
means of physical presence this t(_ -b'day of r1'' , 2026, by Rebecca
Shelton, as Mayor of the City of Boynton Beach, 0.1.o is personally known to me OR ❑
produced as identification.
(SEAL) jult-bai Ltilioulte
Signature of Notary Public
(Print, type or stamp name) Keysiera Delorme
KEYS1ERA DELORME j,j •'1 11 q
;4/, ¢:Notary Public-State of Florida Commission number: j (� V i
/'- •i Commission#HH 320719
'�����(�o OctoberMyCommission Expires
10,2026
[Signatures continue on following page]
The Pierce Federal Hwy ROW Maint(FDOT) 10
8.24.2026
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i
OWNER:
BB QOZ, L , a Fl o 'da mited liability company
By:
Jeffrey urns, A t or' ed Signatory
STATE OF FLORIDA 1.1/1/)
COUNTY OF )
BrQWU
The foregoing Right of W,a,Y Maintenance Agreement was acknowledged before me by means of
physical presence this t5 day of JR p k�v.,lx— , 2026, by BB QOZ, LLC, by
Jeffrey Burns, as its Authorized Signatory; as an act of the limited liability company,g who is
personally known to me OR ❑ produced as identification.
(SEAL)
Signature of Notary Public
,,�r;,,,,,,, MICHELLE A RICE Print, type or stamp name) �l (*LUZ A C�
;,poi��%Not ary Public-State of Florida
��rlii� ` Commission # HH 702210
;,ai,,a1 ` , My oe Commissionn 3 Expires 11 (1 �J�nP�f 0
November 13, 2029 Commission number: rJ rJ -t'U
The Pierce Federal Hwy ROW Maint(FDOT) 11
8.24.2026
EXHIBIT A
FDOT MMOA
The Pierce Federal Hwy ROW Maint(FDOT) 12
8.24.2026