R01-004RESOLUTION NO. R01- ~q
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF BOYNTON BEACH, FLORIDA,
AUTHORIZING AND DIRECTING THE MAYOR AND
CITY CLERK TO EXECUTE A MAINTENANCE
AGREEMENT BETWEEN THE CITY OF BOYNTON
BEACH AND QUANTUM COMMUNITY
DEVELOPMENT DISTRICT; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, the City of Boynton Beach and Quantum Community Development
District have negotiated a Maintenance Agreement setting forth the responsibilities of each
party for the maintenance of Gateway Boulevard;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
THE CITY OF BOY1NTON BEACH, FLORIDA THAT:
Section 1. Upon recommendation of staff, the City Commission of the City of
Boynton Beach, Florida hereby authorizes the Mayor and City Clerk to enter into a
Ma'mtenance Agreement between the City of Boynton Beach and Quantum Community
Development District.
Section 2. This Resolution shall take effect immediately upon.passage.
PASSED AND ADOPTED this /~, day of January, 2001.
V~~..~.
Commissioner
MAINTENANCE AGREEMENT
THIS MAINTENANCE AGREEMENT (the "Agreement") dated this ~)~- ~69/
day of January, 2001 (the "Effective Date") by and between CITY OF BOYNTON BEACH,
FLORIDA, a Florida municipal corporation, with offices located at 100 E. Boynton Beach
Boulevard, Boynton Beach, Florida 33435, (hereinafter referred to as the "City"), and
QUANTUM COMMUNITY DEVELOPMENT DISTRICT, a Florida Independent Special
District, with offices located at 2500 Quantum Lakes Drive, Suite 101, Boynton Beach,
Florida 33426, (hereinafter referred to as "District"), provides as follows:
WHEREAS, the District was created by the City of Boynton Beach, Florida, pursuant
to the Uniform Community Development District Act of 1980 (the "Act"), Chapter 190, Florida
Statutes, as amended, as a community development district for the purposes of managing the
acquisition, construction, maintenance and operation of a Planned Industrial Development also
known as Quantum Corporate Park; and
WHEREAS, the District is providing services and benefits of infrastructure without
charge m, and for the benefit of, the Boynton Beach High School in Quantum Park, and such
services and provisions are a benefit to the Boynton Beach Community; and
WHEREAS, Gateway Boulevard and High Ridge Road North of Gateway Boulevard
(hereafter all referred to as "Gateway") are public roads located within the District and are a
benefit to all the residents of the City; and
WHEREAS, the District has been providing the ma'mtenance of Gateway; and
WHEREAS, the City has agreed to take over responsibility for maintaining Gateway
subject and pursuant to the terms and conditions as provided for herein; and
WHEREAS, the City desires to have the District perform the required maintenance
servmes and to pay the District for such services as agreed to herein, and the District is willing
to: provide such services pursuant to the terms and conditions as provided for herein; and
WHEREAS, the District has been providing these services since September 1, 1999, and
the parties also wish to provide for payment to the District for those services prior to the date
hereof.
NOW, THEREFORE, in consideration of the mutual covenants, understandings and
agreements contained herein, the City and District agree as follows:
SECTION I
RECITALS. The above recitals are deemed tree and correct and are incorporated into
this Agreement and made a part hereof.
SECTION H
DESCRIPTION OF GATEWAY. The description of Gateway which is the subject of
this Agreement is described in EXHIBIT "A' attached hereto.
SECTION HI
DISTRICT'S MAINTENANCE RESPONSIBILITIES. The District's maintenance
responsibilities are as follows:
(A) The District shall provide those maintenance services to be provided for Gateway,
including landscape, irrigation, drainage, and lighting ("Improvements") as described in
EXHIBIT "B' attached hereto (herein referred to as "Maintenance Services").
(B) The Maintenance Services sh~l! be provided by the District in a competent and
professional manner using qualified and experienced employees or contractors, with such
frequency as is necessary and reasonable under the circumstances in order to ensure that the
Improvements are properly maintained and function in accordance with their intended purpose.
In addition, since the Improvements will require different types of maintenance, the maintenance
intervals and the time periods within which maintenance tasks must be performed by the District
shall be flexible and adjusted periodically depending on the condition of each Improvement and
its maintenance needs.
DISTRICT'S AND CITY'S RESPONSIBILITIES.
(A) The City shall provide all such cooperation and assistance as may be reasonably
required for District to perform such Maintenance Services.
(B) The District shall provide a source of .irrigation water adequate to meet the needs
of the landscaping within Gateway Boulevard.
(C) The City shall pay the District for the services described herein compensation
equal to 28.5% of the District's budget each year payable on a quarterly basis in arrears within
thirty (30) days of the last day of each quarter of the fiscal year.
(D) Within five (5) days of the date hereof City shall pay District $87,361.55
representing the compensation m the District for maintenance services which were performed
from September 1, 1999 through September 30, 2000.
SECTION IV
COMPLIANCE WITH GOVERNMENTAL REGULATIONS. The Maintenance
Services m be provided by the District shall be carried out in compliance with all applicable
governmental entities' laws, permits, requirements, rules, acts, orders and/or regulations.
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SECTION V
REMEDIES UPON DISTRICT DEFAULT. The following remedies shall apply if the
District should default in carrying out the terms and conditions of this Agreement.
(A) In the event the District should fail to comply with the terms of this Agreement,
such failure shall be deemed a material breach of the Agreement, in which event, City shall
provide District with 30 days advance notice, specifying the breach.
(B) If the District, following receipt of written notification of default from City should
fail, refuse or neglect to furnish any one or more of the required Services within thirty (30) days
from said notice, then in that event, City, at its sole discretion and without further notice, may
elect to terminate this Agreement.
(C) If the District fails to cure the breach, City may elect to take such legal or
administrative action against the District as City deems necessary in order to enforce the
District's obligation; provided, however, prior to City's initiation of any such action, City must
provide thirty (30) day prior written notice to the District of the alleged default. The District,
following the receipt of said notice, shall then have thirty (30) days from receipt of said notice
to take appropriate and substantive remedial action to alleviate the alleged default.
SECTION VI
REMEDIES UPON CITY DEFAULT If the City fails to comply with this Agreement,
then the District may declare this Agreement in default unless such default is cured within 30
days after written notice thereof to City. Upon default, the District may terminate this
Agreement and/or take such further actions as provided by law.
SECTION VH
INDEMNIFICATION.
To the extent permitted by law, and without altering the District's immunity under
Section 768.28, Florida Statutes, the District does hereby indemnify and hold City harmless of
and from any and all loss or liability that City may sustain as may result from or arise out of
the District's wrongful acts or omissions or failure to carry out its obligations under this
Agreement, with said indemnification and hold harmless to include, but not be limited to: (a)
direct costs and damages; and (b) any and all injuries and/or damages sustained by persons or
damage to property, includ'mg such reasonable attorney fees and costs (including appellate or
mediation) that may be incurred by City that relate thereto. Provided, however, it is understood
and agreed that this Section VII does not indemnify City for loss, injury, damages or costs
which are the result of the City,s wrongful acts or omissions.
-Page 3-
INSURANCE.
During the performance of the Services under this Agreement, the District shall maintain
the insurance policies written by an insurance company authorized to do business in Florida as
set out in EXHIBIT "C' attached.
SECTION VIH
TERM OF THIS AGREEMENT. The term of this Agreement shall commence as of
the date hereof and shall remain in effect for a period of twenty (20) years (the "Initial Term")
and shall renew automatically for twenty (20) year Additional Terms thereafter, unless
terminated by either party in writing six (6) months prior to the expiration of the Initial Term
or~an Additional Term. In addition, the City may terminate this Agreement at the end.of any
fiscal year, upon six (6) months prior written notice.
Upon the termination or expiration of this Agreement, the City shah thereafter be
responsible for performing and paying for the Maintenance Services as described herein.
SECTION IX
MISCELLANEOUS PROVISIONS.
(A) Notices. Ail notices, requests, consents and other communications required or
permitted under this Agreement shall be in writing (including telex, facsimile or E-Mail
communication) and shall be (as elected by the person giving such notice) hand delivered by
prePaid express overnight courier or messenger service, telecommunicated, or mailed (airmail,
if international) by registered or certified mail (postage prepaid), return receipt requested, to the
following addresses:
AS TO DISTRICT:
QUANTUM COMMUNITY DEVELOPMENT DISTRICT
2500 Quantnm Lakes Drive #100
Boynton Beach, FL 33426
ATT: Chairman
Telephone:(561) 740-2447
Faesimile:(561) 740-2429
AS TO THE CITY:
CITY OF BOYNTON BEACH, FLORIDA
100 East Boynton Beach Boulevard
Boynton Beach, Florida 33435
ATT: City Manager
Telephone:(561)
Faesimile:(561)
-Page 4-
If either party changes its mailing address or designated recipient for notices} such change
shall be communicated in writing to the other party within thirty (30) days of the change.
(B) Entire Agreement. This Agreement represents the entire understanding and
agreement between' the parties with respect to the subject matter hereof.
(C) Bindin~ Effect. All of the terms and provisions of this Agreement, whether so
expressed or not, shall be binding upon, inure to the benefit of, and be enforceable by the parties
and their respective legal representatives, successors and permitted assigns.
(D) Assignability. This Agreement may not be assigned without the prior written
consent of all parties to this Agreement, provided such consent may not be unreasonably
withheld.
(E) Severabilitv. If any part of this Agreement is contrary m, prohibited by or
deemed invalid under applicable law or regulation, such provision shall be inapplicable and
deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall
not be invalidated thereby and shall be given full force and effect so far as possible.
(F) Governing Law and Venue. This Agreement and all transactions contemplated
by this Agreement shall be governed by, construed and enforced, in accordance with the laws
of the State of Florida without regard to any contrary conflicts of laws principle. Venue of all
p~oceedings in connection herewith shall be exclusively in Palm Beach County, Florida, and
each party hereby waives whatever their respective rights may have been in the selection of
venue.
(G) Time of the Essence. Time is of the essence with respect to this Agreement.
(H) Headines. The headings contained in this Agreement are for the convenience of
reference only, and shall not limit or otherwise affect in any way the meaning or interpretation
of this Agreement.
(I) Right of Remedies. The failure of any party to insist on a strict performance of
any of the terms and conditions hereof shall be deemed a waiver of the rights of remedies that
the party may have regarding that specific instance only, and shall not be deemed a waiver of
any subsequent breach or default in any terms and conditions.
(J) Construction. The parties acknowledge that each has shared equally in the
drafting and construction of this Agreement and, accordingly, no Court construing this
agreement shall construe it more strictly against one paxxy than the other, and every covenant,
term and provision of this Agreement shall be construed simply according to its fair meaning.
-Page 5-
(K) Counteroarts. It is understood by all parties that this Agreement may be signed
in counterparts, each counterpart serving as an original and facsimile copies of this Agreement
and any signatures thereon shall be considered for all purposes as originals.
(L) Effective Date. This Agreement shall be effective as of the date that it is signed
by all parties hereto.
(M) Attorneys Fees. In the event a disl~ute should arise out of this Agreement, the
parties agree that the prevailing party in any such dispute shall be entitled to recover reasonable
attorney's fees and costs, including any such fees and costs incurred at any trials or appellate
levels.
signed, sealed and delivered in the
presence of the following witnesses
as to the CITY:
(print name)
(l/rint&am'e)
Signed, sealed and delivered in the
presence of the follOwing witnesses
as to the DISTRICT:
CITY OF BOYNTON BEACH, FLORIDA
a Florida municipal corporation
profit corpo~ation . ~
APPROVED AS TO FORM:
QUANTUM COMMUNITY
DEVELOPMENT DISTRICT, a Florida
Independent Special District
-Page 6-
STATE OF FLORIDA )
SS.'
COUNTY OF PALM BEACH )
I hereby certify that the foregoing instrument was a ~cl~..owle,~ed before roe.this ~ ~ day
of .~/~ ;.~ 1:¢~ ,200~, by ~e~/d/~c~//J5 as C:-~' ~.~cr of Thee City of Boynton
Beach, Florida,/a municipal cor~6oration on behalf of the municipality~She is personally
o~ to m~e~'pr has produced as identification and did (d~-did~0-i~ik~ an
oa~..
Notary Public
Print: ,~v_~v~ ~arbam M. Madden
~' ~ '%Commi~ion # CC 760467
~ ~ir~ Ju~19,2002
My co~ion exp~es: ~ ~NOEDTHRU
..... ATtiC BONDIN~ CO.. INC
STATE OF FLORIDA )
SS-'
COUNTY OF PALM BEACH )
I hereby certify that the foregoing instr,ment was acknowledged before me this (o day
o~ ~, 200~, by'rl~ {o~a~i iI~x~.a~. ~P~.esi.dent of Quantum Co ~m~..u~.ity
Development District, a Florida Independent Special District, on behalf of the D~str~ct.
i ally --~-' .... d ~- -'-'"-':":'~-': ....
He/She s person known to me c,~a~ r ................... ,~,,
ni~ (.:i,i -~,0 take an oath.
f ~otary Public _ ,
My commission expires: ,, - ......
f:\wpdocs\l~d\agreement\qcdd.mnt
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EXHIBIT "A'
DESCRIPTION OF "GATEWAY"
GATEWAY BOULEVARD
Gateway Boulevard, f/k/a/N.W. 22"d Avenue, as shown adjacent to and laid out on the
Plats of Quantum Park at Boynton Beach, Florida, as follows:
Plat Book Pages
Quantum Park at Boymon Beach P.I.D. Plat No. 1
Quantum Park at Boynton Beach P.I.D. Plat No. 2
Quantum Park at Boynton Beach P.I.D. Plat No. 3
Qmmmm Park at Boynton Beach P.I.D. Plat No. 4
Quantum Park at Boynton Beach P.I.D. Plat No. 6
Quantum Park at Boynton Beach P.I.D. Plat No. 8
Quantum Park at Boynton Beach p.I.D. Plat NS. 9
57 182 and 183
57 184 and 185
60 29,30 &31
57 186, 187& 188
57 191,192 & 193
57 196 and 197
60 32 and 33
All of the above noted plats are recorded in the Public Records of Palm Beach County,
Florida.
II. HIGH RIDGE ROAD (North of GATEWAY BOULEVARD)
All of Tract "C", as shown on the plat of Quantum Park at Boy'nton Beach, P.I.D. Plat
No. 8, as recorded in Plat Book 57, Pages 196 and 197, of the Public Records of Palm
Beach County, Florida.
EXHIBIT "B"
MAINTENANCE SERVICES
The Maintenance Services to be provided for the improvements shall, as applicable, be as
follows:
1. The provision of ali utilities, including but not limited to electricity, water
(either potable or reuse, as may be appropriate and authorized), sewer, telephone, trash
collection, trash disposal, and gas to the extent required to be used, expended or available
for the proper operation and maintenance of an improvement.
2. The provision of fertilizer, mulch, edging, hedging, mowing, trimming,
thinning, weeding and pesticide treatment services as may be necessary and appropriate for
landscape improvements, including but not limited to trees, shrubs and ground cover,
together with their replacement with comparable and suitable landscaping if diseased, dying
or dead.
3. The provision of maintenance, repair and/or replacement services for
landscape irrigation system components, including but not limited to sprinkler heads,
wiring and controllers, piping, valves and reuse water signage, all of which shall be done
in accordance with specifications to be provided to District for approval at the time of the
City's initiation of Maintenance Services for same.
4. The provision of cleaning and painting services for Entry Features,
monuments and related special signs, including traffic signs where applicable.
5. The provision of maintenance, repair and/or replacement services to accent
lighting fixtures, including bulbs.
6. The provision of all personnel and equipment necessary in order to provide
the above described Maintenance Services.
7. Wetland maintenance and monitoring, if applicable.
8. See attached supplemental requirements and specifications, if any.
-Page 9-
GENERAL REQUIREMENTS AND SPECIFICATIONS
LANDSCAPE MAINTENANCE PROGRAM
SCOPE OF WORK:
Grass Moving. Ail grass and ground cover, in unmulched beds shall be
mowed as often as necessary to maintain a maximum height of four (4)
inches.
Mulching. Mulch chips, single chip size, free of weed seeds and other
deleterious materials and suitable for top dressing shall be used as required
to mnlntain beds at a minimum depth of three (3) inches. Mulch shall not be
shreds.
e
Pruning. Plans, awkward in shape, diseased, insect infested or which have
dead parts or may cause a safety hazard shall be pruned on an as-needed
basis, as scheduled for the District.
e
Insect and Disease Control. Ail insect and disease problems will be diagnosed
by a qualified horticulturist and effectively treated.
Weed Control. Weeds in all plant beds shall be controlled either
mechanically, chemically or by a combination of both.
Wetland Maintenance. Provide ail maintenance and monitoring of ail
applicable wetland areas including, but not limited to all submerged areas,
all drainage ditches and/or surface water ponds, and sand pine preserve or
other preserve areas as required to comply with all applicable governmental
regulations relative to the same.
SPECIFICATIONS AND MINIMUM STANDARDS:
A. Insect, Disease and Weed Control:
1. The District or its Contractor shall use only pesticides and herbicides
approved by governmental regulatory agencies. Ail chemicals must be used
according to label instructions. The District or its Contractor will be liable
for any penalty, f'me or damages resulting from the misuse of any chemicals.
2. The District or its Contractor shall provide at least one certified
commercial applicator for the Work (Chapter 10D-54 and Chapter 10D-55
Florida Administrative Code pursuant to chapter 482 of the Florida Statutes)
in the Lawn and Ornamental category.
-Page 10-
3. The District or its Contractor will select the most effective and
environmentally safe herbicides and application techniques available. District
reserves the right to approve of the herbicides and application techniques.
4. Application shah be performed in such a manner as to protect non-target
areas and the public.
5. The District or its Contractor shah use due care to avoid damage to
adjacent lawns, golf courses and upland plantings and be solely responsible
for any damage incurred while performing work.
6. The District or its Contractor will use application techniques that will
minimize drift onto non-target vegetation.
-Page 11-
MINIMUM
IRRIGATION SYSTEM REQUIREMENTS
Sprinkler System Inspection - District shall:
(A) Operate and inspect the sprinkler system once a month and promptly correct
any damage, malfunction or other problems.
(B) Calibrate the sprinkler system during the same time the system is normally
run, so that water pressures are similar.
(C) Set time clocks on automatic sprinkler systems or time manual systems for
applying the proper amount of water.
(D) Avoid mixing sprinkler head types. Mist heads apply more water than
impact heads. Match sprinkler heads for uniform coverage.
(E) Check the sprinkler system frequently. Replace broken sprinkler heads,
clear clogged nozzles and adjust the directions of spray.
-Page 12-
EXHIBIT "C"
INSURANCE REQUIREMENTS
Below is shown the MINIMUM acceptable insurance to be carried under this Agreement:
L Commercial General Liability
(A)
Bodily Injury Limit:
$1,000,000 Each Occurrence *
$1,000,000 Annual Aggregate *
Property Damage Limit:
$1,000,000 Each Occurrence
$1,000,000 Annual Aggregate
(B)
or a Combined Single Limit of Bodily Injury and Property Damage:
$1,000,000 Each Occurrence *
$1,000,000 Annual Aggregate *
(C) The Commercial General Liability shall include Contractual Liability.
* (not no less than twice the amount of sovereign immunity as the same may
change from time to time.)
II. Comprehensive Automobile Liability:
(A)
Bodily Injury Limit:
$ 500,000 Each Person
$1,000,000 Each Occurrence
Property Damage Limit:
$500,000 Each Person
or a Combined Single Limit of Bodily Injury and Property Damage:
$1,000,000 Each Person *
$1,000,000 Each Occurrence *
* (not no less than twice the amount of sovereign immunity as the same may
change from time to time.)
-Page 13-
IlL Workers Compensation Statutory Limits
and $100,000
$500,000
Employers Liability $100,000
Each Accident
Disease-Policy Limit
Disease-Each Employee
IV. Umbrella Excess Liability Insurance:
(A) $1,000,000 Each Occurrence *
$1,000,000 Annual Aggregate *
The aforementioned umbrella coverage shall be no more restrictive
than coverage required for the underlying policies.
* (but no less than twice the amount of sovereign immunity as the same may
change from time to time.)
Notice of Cancellation:
The Insurance afforded above may not be terminated or reduced unless thirty
O) days prior written notice of such termination or reduction is mailed to the District
tnless terminated for non-payment, in which event ten (10) days notice is required).
VI. Insurance Certificate:
The City and the Quantum Park Property Owners Association, Inc. shall be
Ii ged as an additional insured for the above Commercial and Umbrella Liability Insurance
c, ~verage and a certificate of insurance reflecting same shall be delivered to the City, which
certificate of insurance shall be updated on a continning basis throughout the Term of this
Agreement.
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