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10/01/2020 Agreement SITE ACCESS AGREEMENT THIS AGREEMENT is made and entered into by and between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA ("County"), a political subdivision of the State of Florida, and SPGL, LLC ("Developer"), a Florida limited liability company, effective the last date signed below("Effective Date"). WHEREAS, in April 2020 Developer submitted an unsolicited proposal for rental housing to support the County Sheriff s office ("Proposal"); and WHEREAS, after advertising the Proposal in accordance with section 255.065, Florida Statutes, County presently is exploring the ideas presented in the Proposal and preparing to negotiate an interim and/or comprehensive agreement with Developer (although County reserves the right to reject the Proposal and not to enter into any further agreements); and WHEREAS, the Proposal includes potential development work on County-owned real property located at the street address of 250 Trumbo Road in Key West, Monroe County, Florida, parcel number 00001720-000200 (the "Property"); and WHEREAS, County and Developer desire to enter into this Agreement setting forth the terms and conditions upon which Developer shall be permitted to have access to the Property for the purpose of conducting surveys, inspections, analyses, soil tests, environmental assessments and tests, appraisals, engineering reports, market feasibility studies, operational audits and other investigations of the Property reasonably required to advance the Proposal to fruition (the"Inspections"); and NOW, THEREFORE, in consideration of the premises, the mutual covenants herein contained and for other valuable consideration, the receipt and sufficiency of which are conclusively acknowledged by the parties, it is agreed as follows: 1. Defined Terms. Unless provided otherwise herein, capitalized terms used in this Agreement shall have the same meanings ascribed to such terms in the Proposal. 2. Term of Agreement. The term of this Agreement shall commence on the Effective Date and, unless otherwise extended by written amendment of this Agreement signed by both parties, shall terminate on the earliest of the following dates: (a)the date Developer delivers written notice to County that it has completed the Inspections and removed from the Property all equipment, machinery, supplies, materials, waste and debris used or produced in the conduct of the Inspections, (b)the date on which County delivers written notice to Developer that County is terminating the Agreement, regardless of whether Page 1 of 6 such termination is for cause or for convenience, and (c) ninety days after the Effective Date. 3. Access for Inspections. During the Inspection Period, County shall allow Developer (and Developer's contractors and representatives) to have such access to the Property as is reasonable and necessary for Developer to timely perform its Inspections. 4. Liability of County. County shall have no obligation or liability for any loss or damage (whether arising due to theft, casualty or otherwise)to any property of Developer or any property of Developer's contractors or representatives upon the Property. In that regard, Developer shall maintain such policies of personal property and contents insurance as Developer deems sufficient for such purposes. Developer hereby fully releases County from any claims Developer may have, now or in the future, of any type or nature for any liability or damage to any property of Developer occurring during the term of this Agreement, and Developer indemnifies County against any claims by third parties involved with or affected by the Inspections. Notwithstanding the foregoing, Developer shall not be responsible or liable for any act or omission of the County or its agents, representatives, employees, contractors, subcontractors or consultants, any preexisting conditions, or any losses arising out of the discovery or disclosure of the Property's condition 5. Insurance. Developer shall, at its sole cost and expense, obtain and maintain the following insurance coverage: (a) If Developer makes any improvements or installs any sheds or trailers or other structures on the Property, Developer shall maintain insurance policies insuring such improvements against loss due to theft or casualty in the full amount of the insurable replacement value of such improvements. (b) Developer shall maintain in effect liability insurance coverage to protect against liability for damage to persons and property claims arising from the use of the Property by Developer or out of accidents occurring upon the Property, in a minimum amount of Two Million Dollars ($2,000,000), combined single limit. (c) The policies of insurance provided pursuant to this Paragraph 5 shall be issued by insurers reasonably acceptable to County. Each such policy shall expressly name County as a co-insured and shall provide that it may not be terminated or canceled without County being given at least thirty (30) days' prior written notice thereof. 6. Compliance with Law. Developer shall not keep or store trucks, tractors, bulldozers or other vehicles or construction equipment upon the Property, Page 2 of 6 except in areas expressly designated or approved by County for such purposes. Developer shall maintain the Property in clean and safe condition, and will not allow trash or debris to accumulate thereon. Developer shall not permit any unsafe condition to be created or to exist upon the Property by reason of or in connection with the Inspections or the presence of any of Developer's representatives, contractors or invitees on the Property. Developer shall not store or use any petroleum, chemicals or other substances upon the Property in violation of any applicable environmental laws. 7. Utility Services. Developer shall have the right to access utility easement areas for purposes of locating surface and underground utility, stormwater, communication, cable, fiber and information technology installations. Developer shall make all arrangements with utility service providers and owners of underground installations as necessary for performance of research and survey activities relating to utility installations,including coordinating with County with respect to compliance with chapter 556,Florida Statutes(Sunshine State One-Call notification). All activities by Developer shall be conducted in a manner consistent with utility company requirements and good industry practice and avoid the interruption, curtailment or suspension of utility service to the County and buildings in the vicinity of the Property. 8. Inspection Documents. All research and survey activities are conditioned upon Developer providing to County, upon County's written request, copies of all reports, studies, test results, surveys, maps, drawings, diagrams and other product prepared by Developer or its consultants or consultants in connection with the Inspection activities("Work Product")and granting to County the non- exclusive,royalty free, cost free, non-expiring and assignable right to use Work Product for purposes relating to the ownership, lease, occupancy, use, development,improvement, operation, maintenance, alteration and repair of the Property and improvements thereon. All such Work Product shall be fully paid for by Developer and be free and clear of any lien, charge, security interest and claim.Developer shall provide to County one electronic copy and one hard copy of each item of Work Product prepared by Developer or affiliates, consultants and contractors. All Work Product shall be provided AS-IS, WHERE-IS and without representation or warranty of any kind whatsoever. 9. Liens. Developer shall not cause or permit any lien to be placed upon the Property, including, without limitation, any lien in favor of any person providing labor or materials in connection with any of the Inspections. If any liens or claims, or orders for the payment of money, shall be filed against the Property, or any improvements thereon, by reason of any changes, alterations or additions made or alleged to have been made by or for Developer,Developer shall promptly cause the same to be canceled and discharged of record,by bond or otherwise, at the election and expense of Developer, and shall also defend on Page 3 of 6 behalf of County, at Developer's sole cost and expense, any action, suit or proceeding which may be brought thereon for the enforcement of such liens, claims or orders, and Developer will pay any damage and satisfactorily discharge any judgment entered therein, and save harmless County from any claim, attorney fees or damage therefrom. If any lien(including, without limitation, any construction lien), claim, or order for payment of money, shall be filed against the Property, or on any improvements thereon, by reason of or arising out of the Inspections, and the same shall not be removed by Developer within thirty (30) days after written notice given by County, then County shall have the right to remove same by payment or otherwise, and all sums expended by County for such removal, including attorney fees, shall be paid by Developer to County upon demand. Developer shall not permit to be created nor to remain undischarged any lien, encumbrance, or charge arising out of any work or work claim of any contractor, mechanic, materialmen, or supplier of labor or materials supplied, which might be or become a lien or encumbrance, or a charge upon the Property, and Developer shall not suffer any other matter or thing whereby the estate, right, or interest of County in the Property might be encumbered or impaired. Upon the termination of this Agreement, Developer shall cause any outstanding notices of commencement affecting the Property to be terminated of record. 10. Restoration. Before the termination of this Agreement, Developer shall, upon request by County and at Developer's sole cost and expense, remove all of Developer's property and improvements from the Property and restore the Property as nearly as possible to the same condition as it was in prior to the Effective Date of this Agreement, reasonable wear and tear excepted. 11. Governing Law. This Agreement shall be governed by Florida law. 12. Attorneys' Fees. If either party takes any action to enforce this Agreement,then the prevailing party to such action may recover from the other all of such prevailing party's costs incurred in bringing or defending such action, as the case may be,including(without limitation)attorneys'fees, court costs and costs of appeals. 13. Counterparts. This Agreement may be executed in counterparts. Each counterpart shall be an original, but, when taken together, shall constitute a single instrument. The parties agree that a signed counterpart received via facsimile or electronic transmission shall be binding upon the party executing such counterpart. Page 4 of 6 [Remainder of page intentionally left blank] Page 5 of 6 1'\' W?7N, -ZSS WHfXW7,t7ie parties M%e cause 6this Agreement to be executed by dteir duty authorized mpresentatives and agree to be bound herebN as of the afbrcmentioned EffectiNe Date. MONROE OOUNW ATTORNEYS OFFICE MONROE COUNTY APPROVED AS TO FORM 011140W --� TA�NTCC%WYArrOANEY DATE. 9-30-2020 Roman Gastesi Count) Administralor Date: SPGL, LLC B v Date. 29 90ZO Page 6 of 6 710/22/2020 E(MM/DD/YYYY) ACOR" CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTNAMEACT Peter Batty United Atlantic Insurance Group A/CNN Ext: (305)748-2134 A/c No): (305)768-0250 3426 Duck Avenue E-MAIL-ADDRESS: d dawn@uaigkw.com C g INSURER(S)AFFORDING COVERAGE NAIC# Key West FL 33040 INSURERA: SCOTTSDALE INSURANCE COMPANY INSURED INSURER B SPGL LLC INSURER C7 5312 3rd AVE. INSURER D: INSURER E: KEY WEST FL 33040 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MWDD/YYYY MWDD/YYYY X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DA CLAIMS-MADE � OCCUR PREM SESOEa occurrDence $ 100,000.00 MED EXP(Any one person) $ 5,000.00 A X CPS3322802 4/03/2020 4/03/2021 PERSONAL&ADV INJURY $ 1,000,000.00 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000.00 X POLICY El PELT LOC PRODUCTS-COMP/OPAGG $ 2,000,000.00 APPROVED RISK MAN GEMENT OTHER: $ AUTOMOBILE LIABILITY CMBINED S $INGLE LIMIT EaO accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY 1 0-27-2020 Per accident UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000.00 A X EXCESS LIAB CLAIMS-MADE X XBS0121790 4/03/2020 4/03/2021 AGGREGATE $ 5,000,000.00 DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) ADDITIONAL LOCATION: 250 TRUMBO ROAD KEY WEST, FL 33040 CERTIFICATE HOLDER CANCELLATION BOARD OF COUNTY COMMISSIONERS OF MONROE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE COUNTY THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. FLORIDA 241 TRUMBO ROAD AUTHORIZED REPRESENTATIVE KEY WEST FL 33040 ° ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Pamela G. Hancock From: Ginny Stones <ginny@keyslaw.net> Sent: Tuesday,October 27, 2020 8:21 PM To: Campo-Abra Cc: Fred Springer; DiNovo-Joseph; Pamela G. Hancock Subject: Re:Trumbo Road Site Access Agreement Follow Up Flag: Follow up Flag Status: Flagged Abra: When I conferred with Bob S. regarding my role as manager of the SPGL, LLC and I confirmed that I have no ownership interest in the LLC and that I had not participated in the negotiation of this access agreement, he advised me that he found there to be no conflict. If you or Pam feels that the waiver is still required, please advise. Regards, Ginny Get Outlook for iOS From:Campo-Abra<Campo-Abra@monroecounty-fl.gov> Sent:Tuesday,October 27,2020 6:00:33 PM To:Ginny Stones<ginny@keyslaw.net> Cc: Fred Springer<fspringer@bmolaw.com>; DiNovo-Joseph<DiNovo-Joseph@MonroeCounty-FL.Gov>; phancock <pha ncock @ monroe-clerk.co m> Subject: FW:Trumbo Road Site Access Agreement Ginny, We have a clear version of the agreement to turn in to the Clerk. Insurance has been received and reviewed by Risk Management. Pam has indicated that a waiver of conflict may be needed since you are signing the agreement as manager to SPGL, LLC and are the Land Authority attorney. So I think with that we'll be all set. Abra From:Slavik-Maria<Slavik-Maria@MonroeCounty-FL.Gov> Sent:Tuesday,October 27, 2020 9:27 AM To:Campo-Abra<Campo-Abra@monroecounty-fl.gov> Cc: Fred Springer<fspringer@bmolaw.com>; DiNovo-Joseph<DiNovo-Joseph@MonroeCounty-FL.Gov> Subject: RE:Trumbo Road+COI Hi, Here you go. From:Campo-Abra Campo-Abra@monroecounty-fl.gov> Sent:Tuesday,October 27,2020 8:41 AM To:Slavik-Maria<Slavik-Maria@MonroeCounty-FL.Gov> Cc:Fred Springer<fspringer@bmolaw.com>; DiNovo-Joseph<DiNovo-Joseph@MonroeCounty-FL.Gov> Subject: FW:Trumbo Road+COI Maria, 1 Please review this insurance certificate for the attached Site Assess Agreement. From:Fred Springer<fspringer@bmolaw.com> Sent: Monday, October 26, 2020 5:32 PM To: DiNovo-Joseph<DiNovo-loseph@MonroeCounty-FL.Gov>; Campo-Abra Campo-Abra@monroecounty-fl.gov> Subject:Trumbo Road+COP CAUTION:This email originated from outside of the County.Whether you know the sender or not,do not click links or open attachments you were not expecting. Steve provided the attached certificate—I believe this closes the loop on the Clerk's posting requirements, but if you need anything else, please let me know. Fred Springer I Bryant Miller Olive P.A. 1545 Raymond Diehl Rd I Tallahassee, FL 32308 Iln , Suite Soo o0i (85o)222-86n(0) I (85o)559-0331(M) //zwy.. fspringer@bmolaw.com I www.bmolaw.com i97o•220 w.m,,,� We Have MOVED! b Our new address is: °«„ 1545 Raymond Diehl Rd 8 Suite 300 a 8 i Tallahassee. FL 32308 9w'. . ., B ,- . 0 g E 0 Add to address book View professional biog aplw NOTICE:This email message is intended only for the addressee and may contain confidential information that is legally privileged.If you are not the intended recipient,you may not review,use,disseminate,or copy this message.If you have received this message in error,please notify us immediately by return e-mail or by telephone and delete this message. From: Fred Springer Sent: Friday,October 16, 2020 3:23 PM To: DiNovo-Joseph@MonroeCounty-FL.Gov;Campo-Abra<Campo-Abra@monroecounty-flgov> Subject:Trumbo Road+final site access agreement in Word My plan was to close this loop by providing both the agreement in Word and the COI at the same time. But, we've not received the COI yet, so in the meantime I'm providing just the agreement. Fred Springer I Bryant Miller Olive P.A. 1545 Raymond Diehl Rd I Tallahassee,FL 32308 tivE Suite 300 (850)222-86n(0) I (85o)559-0331(M) ����Ai fspringer@bmolaw.com I www.bmolaw.com970•220 2 a, We Have MOVED! °'"41 Our new address is: 1545 Raymond Diehl Rd 8 • Suite 300 • Tallahassee. FL 32303 Add to address book View professional biography NOTICE:This email message is intended only for the addressee and may contain confidential information that is legally privileged.If you are not the intended recipient,you may not review,use,disseminate,or copy this message.If you have received this message in error,please notify us immediately by return e-mail or by telephone and delete this message. From: Fred Springer Sent: Friday,October 16, 2020 1:13 PM To:SSzabo@foley.com Cc: DiNovo-Joseph<DiNovo-Joseph@MonroeCounty-FL.Gov>;Wayne Smith<wsmith@thesmithlawfirm.com>; Ginny@OropezaStonesCardenas.com;ginnv@keyslaw.net Subject:SPGL, LLC Work Force Housing+Certificate of Insurance Steve, following up on the email below—will you please confirm that this in the works, and provide ETA of the requested COI? Fred Springer I Bryant Miller Olive P.A. 1545 Raymond Diehl Rd I Tallahassee,FL 32308 Suite 300 a'^ (85o)222-8611(0) I (85o)559-o331(M) mi z fspringer@bmolaw.com I wm-w.bmolaw.com two-mm ay„ We Have MOVED! Our new address is: Nt% 1545 Raymond Diehl Rd Suite 300 & Tallahassee. FL 32308 8 e_ �E ❑x Add to address book View professional biography NOTICE:This email message is intended only for the addressee and may contain confidential information that is legally privileged.If you are not the intended recipient,you may not review,use,disseminate,or copy this message.If you have received this message in error,please notify us immediately by return e-mail or by telephone and delete this message. From: Fred Springer Sent:Wednesday,October 7,2020 10:43 AM To:SSzabo@folev.com Cc: DiNovo-Joseph<DiNovo-Joseph@MonroeCounty-FL.Gov>;Wayne Smith<wsmith@thesmithlawfirm.com>; 3 Ginny@OropezaStonesCardenas.com•ginnv@keyslaw.net Subject:SPGL, LLC Work Force Housing+Certificate of Insurance Steve, Thanks for helping get this done. Now, process-wise, the Office of Clerk will file the executed Site Access Agreement in the records of the Board of County Commissioners. That step includes filing any associated Certificates of Insurance (COI). Toward that end, will you please provide COI relative to the coverage required by section 5 of the Agreement? For easy reference, here is section 5- (a) If Developer makes any improvements or installs any sheds or trailers or other structures on the Property, Developer shall maintain insurance policies insuring such improvements against loss due to theft or casualty in the full amount of the insurable replacement value of such improvements. (b) Developer shall maintain in effect liability insurance coverage to protect against liability for damage to persons and property claims arising from the use of the Property by Developer or out of accidents occurring upon the Property, in a minimum amount of Two Million Dollars ($2,000,000),combined single limit. (c) The policies of insurance provided pursuant to this Paragraph 5 shall be issued by insurers reasonably acceptable to County. Each such policy shall expressly name County as a co-insured and shall provide that it may not be terminated or canceled without County being given at least thirty(30)days' prior written notice thereof. I've copied Wayne and Ginny because I'm not sure who might be able to provide the COI most easily. We appreciate help in gathering what the County requires for its processes. We look forward to hearing from you. Fred Springer I Bryant Miller Olive P.A. GO 1545 Raymond Diehl Rd I Tallahassee,FL 32308 Suite 300 (85o)222-860(0) I (85o)559-0331(M) V,etI) fspringer@bmolaw.com I www.bmolaw.com 1970-Z)m • A.n We Have MOVED! '° Our new address is: 1545 Raymond Diehl Rd & Suite 300 r e Tallahassee. FL 32308 Add to address book Vick professional biography r o = 9 4 NOTICE:This email message is intended only for the addressee and may contain confidential information that is legally privileged.If you are not the intended recipient,you may not review,use,disseminate,or copy this message.If you have received this message in error,please notify us immediately by return e-mail or by telephone and delete this message. From:SSzabo@foley.com [ma ilto:SSzabo@foley.com] Sent:Tuesday,September 29, 2020 10:17 AM To: DiNovo-Joseph<DiNovo-Joseph@MonroeCounty-FL.Gov>; Fred Springer<fspringer@bmolaw.com>;Wayne Smith <wsmith @thesmithlawfirm.com> Subject: FW:SPGL, LLC Work Force Housing Please see attached. Sincerely, Stephen J. Szabo, Ill Foley& Lardner LLP 100 N.Tampa Street,Suite 2700 Tampa, FL 33602 Direct:813-225-4193 Fax:813-221-4210 Cell:813-728-7030 Email:Sszabo@foley.com From:Ginny Stones<ginny@a keyslaw.net> Sent:Tuesday, September 29,2020 9:40 AM To:Szabo,Steve<SSzabo@foley.com> Subject:SPGL, LLC Work Force Housing ** EXTERNAL EMAIL MESSAGE ** Steve: If the County requires the original I can get that to their offices with no problem. Best regards, Ginny i4d 1e T. 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