11/20/2013 Agreement`%
AMY REAVILIN, CPA
CLERK OF CIRCUIT COURT & COMPTROLLER
MONROE COUNTY, FLORIDA
DATE: December 13, 2013
TO: Bob Shillinger
County Attorney
ATTN. Kathy Peters
FROM: Vitia Fernandez, D. C.
At the November 21st, 2013, Board of County Commissioner's meeting the Board, Assistant
County Attorney addressed the Board concerning the approval of a Settlement Agreement in the matter
of K W Resort Utilities Corp. v. Monroe County, PSC Docket No. 130086 -SU. After discussion, a
motion was made by Commissioner Carruthers and seconded by Commissioner Rice to grant approval
of the item. Motion carried unanimously.
Enclosed is a certified copy of the above - mentioned for your handling. Should you have any
questions, please feel free to contact our office.
cc: County Attorney
Finance
File
500 Whitehead Street Suite 101, PO Box 1980, Key West FL 33040 Phone: 305 - 295 -3130 Fax: 305- 295 -3663
3117 Overseas Highway, Marathon, FL 33050 Phone: 305- 289 -6027 Fax: 305 - 289 -6025
88820 Overseas Highway, Plantation Key, FL 33070 Phone: 852 -7145 Fax: 305 - 852 -7146
Doc# 1961427 12/13/2013 2:12PM
Filed & Recorded in Official Records of
MONROE COUNTY AMY HEAVILIN
SETTLEMENT AGREEMENT
This Settlement Agreement ( "Agreement ") is entered into by
and between MONROE COUNTY (the "County "), a political
subdivision of the State of Florida, and K W RESORT UTILITIES
CORP. ( "KWRU "), a Florida corporation. The County and KWRU may
be referred to individually as a "Party" and collectively as the
"Parties."
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RECITALS
WHEREAS, KWRU provides wastewater service to the public in
the area of Monroe County, Florida, known as Stock Island
pursuant to Certificate of Authority No. 168 -S issued by the
Florida Public Service Commission ( "FPSC"); and
WHEREAS, the County currently receives wastewater service
from KWRU, pursuant to that certain "Utility Agreement" (the
"Utility Agreement ") dated August 16, 2001, and as such is
KWRU's customer; and
WHEREAS, the County and KWRU are also parties to that
certain Capacity Reservation and Infrastructure Contract (the
"CRI Contract ") dated July 31, 2002; and
WHEREAS, on April 16, 2013, KWRU filed a "Complaint Before
the Florida Public Service Commission" (the "Complaint ") with
the FPSC, and the FPSC has opened a docket (Docket No. 130086-
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SU) for the purpose of addressing and processing KWRU's
Complaint; and
WHEREAS, the Complaint consists of four counts: Count I
seeks payment from the County of certain capacity reservation
fees; Count II seeks payment from the County for corrected
amounts billed by KWRU for wastewater treatment service provided
to the County; Count III seeks clarification as to the current
ownership of certain lift stations and a sewer main,
collectively referred to as the "On -Site Facilities" in the
Utility Agreement (the "On -Site Facilities "); and Count IV
states a claim for payment from the County for services provided
under the CRI Contract; and
WHEREAS, pursuant to the Utility Agreement, the County
executed and tendered to KWRU a Bill of Sale dated January 20,
2010 (the "Bill of Sale", a copy of which is attached hereto as
Exhibit A), conveying the On -Site Facilities to KWRU, but KWRU
has not accepted the Bill of Sale; and
WHEREAS, the County has paid KWRU for any extra expense of
operating the lift stations resulting from prisoner or staff
disposal of debris into the system or failure to maintain its
grease trap (the "Atypical Debris Removal Costs"); and
WHEREAS, pursuant to the Utility Agreement, the County pays
KWRU for wastewater service based on water flows delivered to
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the County's facilities by the Florida Keys Aquaduct Authority
( "FKAA ") and KWRU's reclaimed water main; and
WHEREAS, an unknown volume of the water delivered to the
County's facilities evaporates from cooling towers located on
the County's facilities (the "Evaporative Losses "); and
WHEREAS, in order to facilitate the timely and orderly
negotiation of this Agreement, the County has requested and the
FPSC has granted extensions of time for the County to file
pleadings responsive to the Complaint; and
WHEREAS, the County wishes KWRU to accept a Grant of Water
and Wastewater Easement for the Stock Island Fire Station (the
"Fire Station Easement ") in a form substantially similar to the
form attached to this Agreement as Exhibit B; and
WHEREAS the County and KWRU wish to resolve all claims,
issues, and disputes between them arising from the Complaint in
accordance with the terms and conditions set forth in this
Agreement, and thereupon to close Docket No. 130086 -SU via KWRU
filing a motion for voluntary dismissal with prejudice; and
WHEREAS, the County and KWRU agree that these recitals are
true and correct,
NOW, THEREFORE, in consideration of the mutual covenants,
agreements, and promises set forth in this Agreement, and other
good and valuable consideration, the receipt and sufficiency of
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which is hereby acknowledged by the Parties, and intending to be
legally bound hereby, the County and KWRU agree as follows:
specific Terms of Settlement
1.1 Payment to KWRU Within thirty (30) days of the
Effective Date of this Agreement, the County shall pay KWRU five
hundred thousand dollars ($500,000.00) (the "County's Payment ")
to resolve all monetary claims raised by KWRU in the Complaint.
The Parties agree that the County's Payment includes payment for
additional Equivalent Residential Connections ( "ERCs ") as
defined in the Utility Agreement, such that, upon KWRU's receipt
of the County's Payment, the County will have paid for all
capacity reservation fees applicable to Monroe County's
wastewater flows at the Monroe County Sheriff's Office
( "Sheriff's Office "), Monroe County jail and juvenile detention
center ( "Jail"), Bayshore Manor property ( "Bayshore "), Society
for the Prevention of Cruelty to Animals property
( " SPCA ")(collectively, "Subject Properties "). The Parties
further agree that, for purposes of this Agreement, the Subject
Properties' three -month peak average water flows are 139,401
gallons per day. This equates to a total of 674.27 ERCs, which
constitutes the original capacity reservation of 454 ERCs as
stated and contemplated under the Utility Agreement and the
additional disputed 220.27 ERCs alleged in the Complaint. The
County agrees that it will not, in any proceeding involving
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KWRU, assert that it is entitled to a refund from KWRU on any
amounts previously paid for the Capacity Reservation Charges for
the Subject Properties including the County's payment of
$500,000 as provided above. The Parties further agree that, if
the Flow Meters contemplated by Paragraph 1.4 of this Agreement
indicate that evaporative losses are occurring within the
Subject Properties, the County reserves its right to assert a
claim that such evaporative losses should be counted as an
offset to any additional Capacity Reservation Charges demanded
by KWRU for usage above 139,401 gallons per day (as measured by
FKAA's meters). Any such claim asserted by the County will be
resolved either through negotiations between the Parties or
through other proceedings.
1.2 Allocation of the County's Payment KWRU reserves the
right, for its own internal accounting purposes, to account for
and allocate the County's Payment made under Section 1.1 of this
Agreement between the amounts claimed by KWRU under the
separately enumerated counts of the Complaint as KWRU deems
appropriate. If the County believes that such allocation of the
County's Payment by KWRU may adversely affect the County in any
future proceedings before the FPSC (or any successor entity
having regulatory authority over KWRU's rates), the County
reserves the right to challenge any such accounting or
allocation in any such future regulatory proceedings.
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1.3 The On -Site Facilities
1.3.1 On the Effective Date of the Agreement, KWRU
shall accept the Bill of Sale for the On -Site Facilities.
1.3.2 Upon receipt of the County's Payment, KWRU
agrees that the County will have paid for all Atypical Debris
Removal Costs incurred by KWRU through and including the
Effective Date. After the Effective Date, the County shall
continue to pay the Atypical Debris Removal Costs for the On-
Site Facilities.
1.3.3 Commencing on the Effective Date of this
Agreement, KWRU agrees to pay all maintenance costs (excluding
Atypical Debris Removal Costs) associated with the On -Site
Facilities.
1.4 Evaporative Losses To determine the amount of
Evaporative Losses occurring at the County's cooling towers, the
County reserves the right to install a flow meter (or meters)
(the "Flow Meters) ") to measure the volume of water entering
the County's facilities upstream of the cooling towers and the
volume of wastewater entering the County's wastewater collection
facilities downstream of the cooling towers. If the County
installs such Flow Meter(s), KWRU shall have the right to
inspect the Flow Meter(s) and determine if the Flow Meter(s) are
properly calibrated. The Parties agree to cooperate in
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resolving any disputes concerning the calibration of the Flow
Meters.
1.5 Fire Station Easement Upon the Effective Date of
this Agreement, KWRU shall accept the Fire Station Easement.
1.6 Voluntary Dismissal of Complaint Within three (3)
business days of receipt of the County's Payment under Section
1.1 of this Agreement, KWRU shall file a motion with the FPSC to
voluntarily dismiss the Complaint, with prejudice, and to close
Docket No. 130086 -SU.
1.7 Amendment of Utility Agreement The Parties agree to
amend the Utility Agreement, either by a separate amendment or
through an Amended and Restated Utility Agreement, as may be
deemed mutually desirable by the Parties, to reflect: (a) the
County's payment for increased wastewater capacity and the
establishment of a new baseline of total ERCs purchased by the
County as provided for in Section 1.1 of this Agreement; (b) the
conveyance of the On -Site Facilities to KWRU and provided for in
Section 1.3 of this Agreement; and (c) the County's option to
install. the Flow Meter(s) as provided for in Section 1.4 of this
Agreement.
1.8 Mutual Releases The Parties agree that this
Agreement resolves all disputes between the Parties arising from
the Complaint and any claims Monroe County has for failure to
deliver gray water prior to the date of the Complaint.
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Accordingly, the Parties shall execute mutual releases (the
"Mutual Releases ") attached hereto as Exhibit C within ten (10)
business days following the Effective Date of this Agreement.
1.9 Effective Date The Parties acknowledge that this
Agreement is subject to approval by the Monroe County Board of
County Commissioners (the "Board "). KWRU agrees to execute the
Agreement and forward the original to the Office of the County
Attorney for placement before the Board for approval of the
executed Agreement. The Effective Date of the Agreement is the
date the Agreement is executed by the Mayor or the Mayor's
designee.
2.0 General Terms of the Settlement
2.1 Binding Effect This Agreement shall inure to the
benefit of and be fully binding upon the Parties and their
respective successors, heirs, and assigns.
2.2 Governing Law and venue This Agreement shall be
governed by, construed under, and enforced in accordance with
the laws of the State of Florida without regard to the
principles or provisions of its laws relating to conflicts with
the laws of other states. The Parties hereby submit to the
jurisdiction of the Public Service Commission as to any issues
that are within the jurisdiction of the Public Service
Commission and the jurisdiction of state and federal courts in
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and for Monroe County, Florida as to all issues outside the
Public Service Commission's jurisdiction.
2.3 No Oral Representations In executing this Agreement,
neither Party has relied upon any oral representations,
understandings, terms or conditions, expressed or implied, that
are not contained in and expressly set out in this Agreement.
2.4 Entire Agreement This Agreement sets forth the
entire agreement and understanding of the Parties as to the
subject matter hereof, and supersedes ali prior negotiations,
understandings, and communications as to the subject matter
hereof. Only the representations and promises included in this
Agreement are binding on the Parties to this Agreement or on
anyone acting for, associated with, or employed by any Party to
this Agreement.
2.5 Amendments No change, amendment, or modification of
this Agreement shall be valid or binding upon the Parties unless
such change, amendment, or modification is in writing and duly
executed by all Parties.
2.6 No waiver The failure of any Party to (i) enforce
any of the provisions of this Agreement, or (ii) require
compliance with any of its terms at any time during the term of
this Agreement, shall in no way affect the validity of this
Agreement, or any part hereof, and shall not be deemed a waiver
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of the right of such Party thereafter to enforce any such
provision.
2.7 No Admission Each Party understands and acknowledges
that this Agreement is a compromise of disputed claims and shall
not be construed as an admission of guilt, liability, or the
correctness of the other Party's claims concerning the Complaint
or concerning any issue or matter raised therein. It is further
understood and agreed that this Agreement shall not be
admissible in evidence by one Party against another Party, in
any action, cause of action, or proceeding, except in an action
to enforce the terms of this Agreement.
2.8 Headings Captions and headings used in this
Agreement are for ease of reference only and do not constitute a
part of this Agreement.
2.9 Exhibits Exhibits A -C attached to this Agreement are
an integral part of the Agreement. Accordingly, Exhibits A -C
are incorporated by reference in this Agreement.
2.10 Counterparts This Agreement may be executed in
counterparts, each one of which shall be deemed an original.
2.11 Power & Authority Each Party represents and warrants
to the other Party that: (i) it has the power and authority
necessary to execute this Agreement and to consummate all
transactions contemplated herein whether by authorization of its
respective governing body, elected officials, corporate
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officers, directors, shareholders, or partners; (ii) this
Agreement constitutes its legal, valid, and binding obligation,
enforceable against it in accordance with its terms; and (iii)
the terms and conditions herein have been completely read by it
and that it has sought out and received advice of counsel and
that those terms are fully understood and voluntarily accepted
by it.
2.12 Notices All notices, demands, requests, consents or
other communications required or permitted to be given or made
under this Agreement shall be in writing, shall be expressly
identified as such, and shall be: (i) delivered in person; (ii)
sent by United States mail (certified with return receipt
requested), or (iii) sent by overnight courier such as United
Parcel Service or FedEx, and addressed to the intended recipient
at the address set forth below:
If to KWRU:
Christopher Johnson, President
KW Resort Utilities Corp.
6630 Front Street
Key West, Florida 33040
with a copy to:
Barton W. Smith, Esq.
Smith ' Oropeza, P.L.
138 - 142 Simonton Street
Key West, Florida 33040
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If to Monroe County:
County Administrator
Mr. Roman Gastesi
1100 Simonton Street, Room 2 -205
Key West, Florida 33040
County Attorney
Robert Shillinger
1111 12 Street, Suite 408
Key West, Florida 33040
or, as to any Party, at such other address as shall be
designated by such Party in a written notice delivered to the
other Party in compliance with the terms of this Section 2.12.
All such notices, requests, demands and other communications
shall be deemed to have been duly given or made, in the case of
personal delivery, when actually delivered, or, in the case of
registered or certified mail or overnight courier, when
received, as documented by a delivery receipt or certificate
made by the United States Postal Service or courier service, as
applicable. General correspondence does not constitute notice
under this Agreement.
2.13 Remedies The Parties may enforce this Agreement by
using any and all remedies available at law and in equity,
including but not limited to specific performance and injunctive
relief.
2.14 No Construction Against Drafter This Agreement has
been and shall be deemed jointly drafted and written by the
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Parties, and accordingly, each Party expressly waives any right
that it might otherwise have to raise or assert, in any venue or
proceeding, that this Agreement should be construed or
interpreted against the other Party based on an assertion that
such other Party drafted, originated, or prepared the Agreement.
2.15 Additional Representations and Covenants Each Party
hereto represents and agrees that it has had the opportunity to
seek and has sought from lawyers any such advice as that Party
deems appropriate with respect to signing this Agreement or the
meaning of this Agreement. Each Party has undertaken such
independent investigation and evaluation as it deems appropriate
and is entering into this Agreement in reliance on such
independent investigation and evaluation, and not in reliance on
any advice, disclosure, representation or information provided
by or expected from the other Party or the other Party's
lawyers. This Agreement is made in recognition that the Parties
to this Agreement may have different understandings, information
and contentions as to the relevant facts and law affecting the
issues raised in the Complaint, and each Party is compromising
its position to resolve the Parties' differences concerning the
Complaint, and therefore no Party's misunderstandings or
misinformation shall be a ground for rescission of this
Agreement.
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2.16 Severability If a court of competent jurisdiction
finally determines that any provision of this Agreement is
invalid or unenforceable, then that provision shall be
ineffective to the extent of such invalidity or unenforceability
only, and the remaining provisions shall nevertheless continue
in full force and effect. If the invalidation of any provision
of this Agreement causes a material adverse impact on any
Party's economic or financial position, the Parties agree to
negotiate in good faith to develop and execute an amendment to
this Agreement that restores and preserves, to the maximum
extent permissible by law, the Parties' respective economic and
financial positions under the Agreement before such
invalidation.
2.17 Attorneys' Fees and Costs Each Party shall bear its
respective attorneys' fees and costs associated with resolving
the Complaint through this Agreement.
2.18 No Third -Party Benefits or Beneficiaries This
Agreement does not confer, is not intended to confer, and shall
not be construed as conferring any rights or remedies upon any
person other than the Parties.
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IN WITNESS HEREOF, the Parties intending to be legally bound,
have duly executed this Agreement, as of the Effective Date
first written above.
For KW RESO UTILI CORP.:
By:
Printed Name: ��1 �� S
Title: �r0 s► dc"-`-
Date: ly�Z3 Z20/
STATE OF FLORIDA
COUNTY OF
BEFORE ME, an officer duly authorized by law to administer
oaths and take ac owledgement, perso ly appeared
as z S �' '04-7 7`
of KW Resort Utilities Corp. ( "KWRU "), an organization
authorized to do business in Florida, and acknowledged and
executed the foregoing Agreement as the proper official of KWRU
for the uses and purposes m tioned in it, and affixed the
official seal of KWRU. is personally known to me or
produced his drivers license as identification.
IN WITNESS OF THE FOREGOING, I have set my hand and
official seal in the stage and county aforesaid on this
day of �G 72 ��- , 2013.
Notary Public 7 Q[2i2-
1 A
My Commission Expires: P�G
15
NOTARY PLBLIC•STATE OF FLORIDA
Judi L. Irizarry
t : Cc:nmission EE070830
` •`,• Expires: M". 2?
BONDED THRL' ATL ,, ric BONDING C IIrc.
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BOARD OF COUNTY COMMISSIONERS,
MONROE COUNTY, FLORIDA
By: - � z4 /�- ;'
Mayor
Date: I j 0
Date: [2-f 13
MONROE COUNTY ATTORNEY
APP OVED AS TO FO
NATILEENE W. CASSEL L
SSISTANT COUNTY ATTORNEY
Date - S - - i 3
16
cy
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EXHIBIT A
BIUOF SALE, ABSOLM
KNOW ALL MEN BY THESE PRESENTS, that the COUNTY OF MONROE, FLORIDA, a
political subdivision of the State of Florida, party of the first part, pursuant to an agreement entered on
August 16, 2001, between the party of the fust part and KW Resort utilities, Inc., party of the second part,
does grant, bargain, sell, transfer and deliver unto KW Resort utilities, Inc., party of the second part, the
following:
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1) Lift Station serving the Monroe County Detention Facility Treatment Pant, on Stock Island;
2) Litt Station serving the Public Buildings and sewer main from the lilt station to the Monroe
County Detention Facility Treatment Plant, on Stock Island;
3) Litt Station consbmcted after August 16, 2001, and serving the Public Buildings at the Animal
Shelter on College Road, Stock Island; and
4) Ile sewer main constructed after August 16, 2001, from the second lift station described
above to the previously existing sewer main serving the Detention Facility, on Stock Island.
The four facilities described above are further described by depiction on the attached Sketch,
Incorporated herein by reference.
TO HAVE AND TO HOLD the same unto the said, forever.
And it does covenant to and with the said party of the second part that it is the lawful owner of said
facilities; that they are free from all encumbrances; that it has good right to transfer owneramp of the ssmo
as aforesaid; that said facilities are transferred to the party of the second part in "AS IS" condition with no
warranties, express or implied, of any kind concerning the safety, working condition, or any other aspect of
merchantability.
IN WrINESS WHEREOF, the said party of the first part has caused these pre is to be si in
its name by its Chairperson and its seal to be affixed, attested to by its Clerk, the day of
20 . ?22.
(SfiAL
A DANNY L. KOLHAGE, CLERK
BOARD OF COUNTY COMMISSIONERS
k- : ryROE COUNTY ATTORNEY
ROVED AS
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EXHIBIT B
This Instrument is prepared by, or under the direction of:
Natlleene W. Cassel, Esq.
FBN 365785
Assistant County Attorney
Office of the Monroe County Attorney
P.O. Box 1026
Key West, Fl 33041 -1026
GRANT OF WASTEWATER
EASEMENT
It is hereby agreed that Monroe County, a political subdivision of the State of Florida, (herein
referred to as "Grantor") for and In consideration of the sum of ONE DOLLAR ($1.00) and other good and
valuable considerations, the receipt of which is hereby acknowledged by Grantor, paid by the KW Resort
Utilities Corporation (hereinafter referred to as "KWRU"), does grant, sell and convey, unto KWRU an
easement under the following terms and conditions:
Grantor hereby grants to the KWRU an easement under, over, across and upon the following
described property:
A portion of MacDonald Avenue, lying South of Lots 11,12,13,14 & 15, Block 31 and North of Lots 8, 9,
& 10, Block 35, and Northerly of Maloney Avenue (as existing and constructed)
"MALONEY'S SUBDIVISION OF STOCK ISLAND, a subdivision of Government Lots 1, 2, 3, 5, & 6, Section
35, Government Lot 2, Section 36, Government Lot 3, Section 26, and Government Lot 2, Section 34, all in
Township 67 South, Range 25 East on Stock Island according to the plat thereof, as recorded in Plat Book
1 at Page 55 of the Public Records of Monroe County Florida, and being more particularly described as
follows:
BEGIN at the Southeast corner of sold Block 31; thence S 00 E along the Southerly extension of
the Easterly line of said Block 31 for 60.00 feet to the Northeast corner of said Block 35; thence S
89'54'26" W along the North lines of said Lots 8, 9, & 10 for 142.91 feet to the Northerly Right -of —Way
line of Maloney Avenue and a point on a curve, concave to the Southwest; having a radius of 985.40 feet,
a central angle of 06'30'34 ", a cord bearing of N 73 and a cord length of 111.89 feet; thence
along the arc of sold curve, an arc length of 111.95 feet to the Southerly Extension of the Westerly tine of
said tot 15; thence N 00 W along the Southerly extension of the Westerly line of said Lot 15 for
27.58 feet to the Southwest corner of said tot 15, and also being the Northerly Right- af-Way line of
MacDonald Avenue, thence N 89 E along the Southerly lines of said Lots 11,12,13,14 & 15 of the
Northerly Right -of -Way Line of MacDonald Avenue for 250.00 feet to the point of Beginning containing
13,145.43 square feet or 0.3018 acres, more or less.
1. KWRU, its successors and assigns, shall have the right to construct, reconstruct, lay, install,
operate, maintain, relocate, repair, replace, improve, remove, and inspect wastewater
collection and transmission facilities, and all appurtenances thereto and shall have full right of
Ingress and egress thereto and therefrom over and across the easement area. Notwithstanding
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the foregoing, however, no existing improvement shall be disturbed or removed, nor shall
KWRU interfere with any other utility.
2. Grantor shall furnish and maintain the easement area free of and clear from any obstruction and
shall not construct, place, or allow the placing or construction of any obstruction which would
interfere with KWRU's safe or proper installation, operation, maintenance, inspection, or
removal of the wastewater collection and transmission facilities, and all the appurtenances
thereto located In the easement area, including any and all subsurface, aerial electrical
utility service connections and subterranean components.. Grantor shall have the right to
make any other use of the easement area which does not Interfere with the KWRU's rights.
3. Any obstruction to the safe or proper operation, maintenance, inspection, or removal of KWRU
wastewater collection and transmissions facilities, and all appurtenances thereto may be
removed by KWRU upon notice to Grantor. At no time shall KWRU's use of the easement
interfere with emergency operations of the Stock Island Fire Station.
4. Grantor shall bear the cost of any relocation or modification of said facilities when the change Is
necessitated by Grantor's requirements or those of any utility other than KWRU.
S. KWRU shall hold Grantor harmless for the acts and omissions of its officers, employees, agents
and contractors, and upon the representation that KWRU is a public utility as defined by Florida
Statutes Chapter 366, and upon representation that KWRU shall maintain suitable insurance or
be self- insured, in amounts adequate to respond to any and all claims by the Greantee related
to this easement.
6. All covenants, stipulations, terms, conditions, and provisions of this agreement shall extend to
and be made binding upon respective successors and assigns of KWRU and Grantor. It is
Intended that this agreement shall be recorded and be binding upon future owners of the above
described property and the KWRU, and all successors thereto.
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7. The Grantor does hereby warrant it has full power of authority to grant this easement.
IN WITNESS WHEREOF, the Grantor has hereunto set its hand and seal this -j- - � day ol
Amy Heavilin, Clark
Deputy Clerk
Date: 12.13 - ( 3
STATE OF FLORIDA
(GRANTOR)
Board of County Commiss ers of Monroe
County, Florl ( ��
Y�
M `yor
Date: 12 - 0 - 13
KW Re so U; fi hies, Cor
By: col,
Print Name C'A ri
Title:
Date: �:�Zz 3 2c/3
COUNTY OF MONROE
foregoing Instrument_ s acknowledged before me this day o� 2013, by
yq�t S�z I whose is %�� S �'�� 1 T— on behalf of KWRU, who is personally
known to me /has produced as identification. — -
MONROE COUNTY ATTORNEY
2 t ROVED AS TO,PRM:
Z"— , <CG 4"I
7.
NA ILEENF W CASSEL
ASSISTANT COUNTY ATTORNEY
Date /i_ y - - 3oi
NOTARY PUBLIC -STATE OF FLORIDA
Judi L. Irizarry
CDMMJ # EE070830
Expires: MAR. 22,1015
IIONDID hMU A BCNDLNG CQ, INC,
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EXHIBIT C
SPECIFIC RELEASE OF CLAIMS // ,�
THIS SPECIFIC RELEASE OF CLAIMS is entered into this d y of A/W 2013,
between KW RESORT UTILITIES CORP. ( "KWRU ") and MONROE COUNTY, a political
subdivision of the State of Florida ( "Monroe County ") (collectively, "Parties ").
RECITALS
FOR AND IN CONSIDERATION of payment in the total amount of Five Hundred
Thousand and 00/100 Dollars ($500,000.00) to KWRU, the undersigned Parties hereby release
and forever discharge each other and their heirs, assigns, successors and representatives
(hereinafter "Releasee(s) "), from any and all civil claims, administrative claims, counterclaims,
defenses, civil or administrative demands, civil or administrative actions, civil or administrative
causes of action or civil suits of any kind or nature whatsoever, that have been or could have
been raised by either of the Parties in the Complaint filed by KWRU before the Florida Public
Service Commission, Docket No. 130086 -SU ( "Complaint "), or in any other court,
administrative proceeding, or any other venue whatsoever based on the subject matter and
underlying facts of the Complaint.
The undersigned Parties hereby declare that the terms of this Specific Release of Claims
have been completely read and are fully understood, and are voluntarily accepted for the purpose
of making a full and final disposition of any and all civil claims that may lie against the released
Parties, disputed or otherwise, on account of monetary damages, both economic and non-
economic, and for the purpose of precluding forever any further or additional civil claims,
administrative actions, or civil suits arising out of the facts alleged in the Complaint filed by
KWRU. The Parties, their assigns, heirs, successors in interest and the like are precluded forever
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from filing any civil claims or civil suits arising out of the aforementioned Complaint against the
above - released Parties.
All parties agree to cooperate fully and to execute any and all supplementary documents
and to take all additional actions that may be necessary and appropriate to give full force and
effect to the terms and intent of this Release, including but not limited to a filing of a Notice of
Dismissal with Prejudice by KWRU, and which are not inconsistent with its terms.
The undersigned Parties have been represented by counsel, SMITH OROPEZA, P.L. for
KWRU, and GARDNER, BIST, WIENER, WADSWORTH, BOWDEN, BUSH, DEE, LAVIA
& WRIGHT, P.A. and the MONROE COUNTY ATTORNEY'S OFFICE for Monroe County,
and said counsel has explained the provisions of this Specific Release of Claims thoroughly and
have answered all questions. The Parties acknowledge that this Release is entered into freely and
voluntarily. This Specific Release of Claims may be executed in counter- parts, and shall be
enforceable if executed separately by the parties.
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IN WITNESS HEREOF, the Parties intending to be legally bound, have duly executed
this Agreement, as of the Effective Date first written above.
For KW S UTIL S CO
By:
Printed Name: Christopher o son
Title: President
Date: 3�J6 /3
STATE OF FLORIDA
COUNTY OF MONROE
BEFORE ME, an officer duly authorized by law to administer oaths and take
acknowledgement, personally appeared Ce"ll2/ SVil kk� J ,y� rn , as
1 S i " t of KW Resort Utilities Corp. ("KWRU'), an organization
authorized to do business in Florida, and _ acknowledged and executed the foregoing
Agreement as the proper official of KWRU for the uses and purposes mentioned in it, and
affixed the official seal of KWRU. is personally known to me or produced his
drivers' license as identification.
IN WITNESS OF THE FOREGOING, I have set my hand and official seal in the
state and county aforesaid on this -- day of C(`.TC -� ( (Z—, 2013.
Notary Public J �i�� �Z
My Commission Expires: Q e-e H 2- C;Xel
NOTARY PUBLIC -STATE OF FLORIDA
Judi L. Iriz
= COMrIlisslOO # EEO 030
Expires: MAR-22 2015
BONDED THRI' ATL.k% - rl( BONDING Co., INC.
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BOARD OF COUNTY COMMISSIONERS,
MONROE COUNTY, FLORIDA
By: 41
ky� I
ay
Date: 1 1 - 13 - 15
MONROE COUNTY ATTORNEY
ROVED AS TO FORM:
NATILEENE W. CASSEL
ASSISTANT COUNTY ATTORNEY
Date ___!- �yj
Date: )2-
4 MONROE COUNTY
OFFICIAL RECORDS