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Item C17 C.17' �` County of Monroe �y,4 ' ?, "tr, BOARD OF COUNTY COMMISSIONERS Mayor Michelle Coldiron,District 2 �1 nff `_ll Mayor Pro Tem David Rice,District 4 -Ile Florida.Keys Craig Cates,District 1 Eddie Martinez,District 3 w Mike Forster,District 5 County Commission Meeting December 9, 2020 Agenda Item Number: C.17 Agenda Item Summary #7628 BULK ITEM: Yes DEPARTMENT: Airports TIME APPROXIMATE: STAFF CONTACT: Richard Strickland(305) 809-5200 NA AGENDA ITEM WORDING: Approval of Avigation Easements and Property Owner Noise Insulation Agreements for seven (7) additional participating units for the Key West International Airport Noise Insulation Program (NIP) at Key West by the Sea Building A — Part 1 Construction Project. All project cost to be funded with FAA Grant 437-61 (100%). ITEM BACKGROUND: This agenda item is to add seven (7) additional condo units to the original 21 units at Key West by the Sea, as shown in the attached list, for the Key West International Airport Noise Insulation Program (NIP) Construction at Key West by the Sea (KWBTS) Building A —Part 1. The Avigation Easements are a BOCC condition of participation in the NIP and all property owners who desire to participate in NIP also enter into the Property Owner agreement. The objective of this project is to reduce interior noise levels generated by exterior aircraft operations for neighboring residents whose homes qualify for the FAA-approved Noise Insulation Program. Qualification is based on the FAA-approved 14 CFR Part 150 Noise Compatibility Program and associated Noise Exposure Map, and pursuant to AIP Handbook Appendix R and other related federal requirements. PREVIOUS RELEVANT BOCC ACTION: On February 19, 2020, the BOCC granted approval to advertise for bids and the bid opening was held April 28, 2020. On September 16, 2020, the BOCC ratified and approved FAA Grant 37-61 and awarded the bid and contract to DEC Contracting Group to proceed with the Building A —Part 1 Construction Project. CONTRACT/AGREEMENT CHANGES: new easement and POAs STAFF RECOMMENDATION: Approval. DOCUMENTATION: Packet Pg.354 C.17 KWBTS Bldg A Pt 1 (add'l 7 Condo units) Avigation Easement- A106 Avigation Easement- A107 Avigation Easement- A207 Avigation Easement- A307 Avigation Easement- A407 Avigation Easement- A507 Avigation Easement- A607 PO Agreement- A106 PO Agreement- A107 PO Agreement- A207 PO Agreement- A307 PO Agreement- A407 PO Agreement- A507 PO Agreement- A607 FINANCIAL IMPACT: Effective Date: Upon approval. Expiration Date: In perpetuity Total Dollar Value of Contract: n/a Total Cost to County: Current Year Portion: Budgeted: Source of Funds: CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: no If yes, amount: Grant: County Match: Insurance Required: no Additional Details: REVIEWED BY: Richard Strickland Completed 11/20/2020 5:11 PM Pedro Mercado Completed 11/20/2020 5:12 PM Purchasing Completed 11/21/2020 1:31 PM Budget and Finance Completed 11/23/2020 12:01 PM Maria Slavik Completed 11/23/2020 12:20 PM Liz Yongue Completed 11/23/2020 12:57 PM Packet Pg.355 C.17 Board of County Commissioners Pending 12/09/2020 9:00 AM Packet Pg.356 C.17.a Key West by the Sea Bldg. A Phase 1, Seven (7) Additional Units Bldg. Unit Property Owner(s) A 106 Joan E. Cushman N A 107 Charles Lee Allen, Wendy Allen & Stacey French A 207 Stephen D'Atri & Ilvira D'Atri A 307 Neil L. McGinn & Barbara E. McGinn A 407 Ray C. Henderson & ShirleyA. Henderson CL A 507 Steven D. Tepper A 607 Nelson Jimenez N 0 0 CL Packet iPg. 357 i wreparea yana reeTurn to: Heather R Faubert NIP ,assistant Project Manager C.17.b TH , Inc. 3300 sreckinridge Blvd,., suite 200 Duluth, GA 30096 AVIGATION EASEMENT Key West International Airport Oise Insulation Program THIS EASEMENT AGREEMENT is entered into this If day of ' L 1' ` 20 , by"JOAN E. CUSH'MAN", hereinafter referred to as"the Property Owner," in favor of the MONROE COUNTY BOARD OF COUNTY COMMISSIONERS, a body politic and corporate, hereinafter referred to as "BOCC." ti r RECITALS: A, The Property Owner is the fee simple titleholder to certain real property ("the Property`') located in Monroe County, Florida, more particularly described as follows: Apartment Unit known as Unit 1 ®A Atlantic Tower, KEY WEST BY THE SEA, a CL Condominium, according to the Declaration of Condominium recorded in Official Records Book 589, at Page 370, of the Public Records of Monroe County, Florida. also identified as street address: "2601 S. Roosevelt Blvd., Unit A106" CD B. The BOCC is the owner and operator of Ivey West l nternational Airport("the Airport") and = desires to make properties that, through interior noise exposure testing, are determined incompatible as a result of their exposure to aircraft noise compatible for residential purposes through the implementation of a Noise Insulation Program ("NIP}"), UJ C. Under the NIP, the Airport will design and Install or pay for the installation of 2 improvements and modifications to the Property Owner's Property necessary to reduce interior noise levels at least 5 dB and to bring the average interior noise level below 45 < dB in accordance with Federal Aviation Administration policy. Granting of an Avigation Easement ("Easement") is a BOCC condition of participation in the NIP. The Easement will supersede any implied or prescriptive easements that the BOCC may have obtained under applicable laws. U. The funding source for said NIP will include funding from the United States Government pursuant to the Airport ,and Airway Improvement Act of 1982, and will include funding from the BOCC, acting in its capacity as the owner and operator of the Airport. E. The Property Owner desires to participate in the NIP and has entered into a Property Owner Noise Insulation Agreement with the BOCC.. The BOCC's implementation of the NIP will benefit the Property Owner and the Property by providing certain remedial sound Key West International Airport NIP—Avigation Easement(KWBTs unit# 1 Q6) Page I of 4 Packet Pg. 358 !C.17.b attenuation construction on all eligible residential structures on the property necessary to achieve a reduction in DIAL indoor noise levels of at least 5 dB and bring the average interior noise level below 45 dB in accordance with Federal Aviation Administration policy. F. The Property Owner fully understands that the NIP eligibility could change at some future time, but is currently based on the 2013 Existing Condition Noise Exposure Map accepted by the Federal Aviation Administration ("the FAA") on December 19, 2011 O. The NIP will be administered in accordance with the current FAA Order 51 gg.3 , Airport Improvement Program Handbook. H. It is the purpose of this Easement Agreement to grant to the BOCC a perpetual avigation easement, on terms as hereinafter set forth. CL r NOW THEREFORE, for and in consideration of the improvements to be made to the Subject Property through the III P, the receipt and adequacy of which is hereby acknowledged by both ca parties, and in consideration and incorporation into this Avigation Easement of the recitals set forth above, the Property Owner and the BOCC agree as follows: 1. The Property Owner on behalf of the Property Owner and its heirs, assigns and all CL _ successors in interest, does hereby grant, bargain, sell and convey to the BOO , its successors and assigns, a perpetual avigation easement over the property, The use of the Easement shall include the right to generate and emit noise and to cause other effects as may be associated with the operation of aircraft over or in the vicinity of the property. This Easement shall apply to all such aircraft activity at the Airport, present or CD future„ in whatever form or type, during operation at, on, to or from the Airport, and it being the intent of the parties that all such airport activity shall be deemed to be included within the purview of this Easement. 2. This Easement shall be perpetual in nature and shall bind and run with the title to the property and shall run to the benefit of the BOCC or its successor in Interest as owner and r_ operator of the Airport. 3, The Property Owner on behalf of the Property Owner, its heirs, assigns and successors in interest, does hereby release the PO , and any and all related parties of the BOCC including but not limited to BOCC members, officers, managers, agents, servants, employees and lessees, from any and all claims, demands, damages, debts, liabilities, costs, attorney's fees or causes of action of every kind or nature for which the Property Owner or its heirs, assigns, or successors currently have, have in the past possessed, or will in the future possess, as a result of Airport operations or aircraft activities and noise levels related to or generated by airport activity, or may hereafter have as a result of use of this Easement, including but not limited to damage to the above-mentioned property or contiguous property due to noise, and other effects of the operation of the Airport or of aircraft landing or taping off at the Airport. Key West International Airport NIP Avigation Easement(KWB'rs Unit#A106) Page 2 of 4 Packet Pg. 359 C.17.b 4. This Easement expressly excludes and reserves to the Property Owner and to the Property Owner's heirs, assigns and successors in interest, claims, demands, damages, debts, liabilities, costs, attorneys' or experts fee, or causes of action for physical damage or personal injury caused by any aircraft or part of any aircraft using the Easement that does identifiable physical damage to the property or injury to a person on the property by coming into direct physical Contact with the property or the person on the property. Should either party hereto or any of their successors or assigns in interest retain counsel to enforce any of the provisions herein or protect its interest in any matter arising under this Agreement, or to recover damages by reason of any alleged breach of any provision of this Agreement, the prevailing party shall be entitled to all costs, damages and expenses incurred including, but not limited to, attorney's fees and costs incurred in Connection therewith, including appellate action. ti No provision of this Agreement is to be interpreted for or against any party because that party or that party's legal representative drafted such provision. This Agreement shall be CL interpreted and construed according to the laws of the State of Florida. 7 No breach of any provision of this Agreement may be waived unless in writing. Waiver of any one breach of any provision of this Agreement shall not be deemed to be a waiver Ca of any other breach of the same or any other provision of this Agreement. This Agreement may be amended only by written instrument executed by the parties in interest at the CL _ time of the modification. In the event that any one or more covenant, condition or provision contained herein is held invalid„ void or illegal by any court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall in no way affect„ impair or invalidate any other provision hereof so bang as the remaining provisions do not materially alter the rights and obligations of the parties. If CD CD such condition, covenant or other provision shall be deemed invalid due to this scope or breadth, such covenant, condition or other provision shall be deemed valid to the extent of the scope or breadth permitted by law. . In the event the Airport shall be subdivided into more than one parcel, or the Airport or a LU portion thereof becomes subject to operation, management or administration by a party C in addition to or in lieu of the B , then and in that event the parties agree that same shall not terminate or, otherwise affect this Agreement so long as a portion of the Airport � continues to operate for standard airport flight purposes, and that any such successor in interest to the BOCC shall be entitled to all of the benefits running to the BOCC hereunder. g. The Property Owner agrees that the Property Owner shall bear and be responsible for all costs of maintaining and operating any sound attenuation materials and equipment installed in the Property by or on behalf of the B . Key Writ International Airport NIP—Avig tion basement(KW Ts Unit A106) Page 3 of Packet Pg. 360 C.17.b AgreementThis Easement is executedfirst above written. PROPERTY OWNER: PROPERTY OWNER: Sign re Signature Print Name t/ Printed Name Date Date STATEF COUNTY � The foregoing instrument was acknowledged before me this day of 2L y CL Property Owner Name(s) mftrj Fla ale Of F6 t +rasa Jessia y Commission E rle C n 253ra2 t Public Signature Eq*"OW11202i CL MONROE COUNTY BOARD OF COUNTY COMMISSIONERS: r9 WITNESSES: MAYOR: Signature Signature Printed Name Printed Name y Signature Date Printed Name E COU FINE OVED RIM STATEFLORIDA COUNTYP � m t Date— The y foregoing instrument was acknowledgedbefore me this day of 20— by as Mayor of the Monroe Countyr f County Commissioners, a body politic and corporate. y Commission Expires, Notary Public Signature Key West International Airport NIP—Avigation Easement(KWBTS Unit#A106) Page 4 of 4 Packet;Pg. 36`1 C.17.c Prepared By and Return To: Heather P. Faubert NIP Assistant Project Manager THC, Inc. 3300 Breckinridge Blvd., Suite 200 Duluth, GA 30096 AVIGATION EASEMENT Key West International Airport Noise Insulation Program THIS EASEMENT AGREEMENT is entered into thisday of SL 20 '�-Z , by "CHARLES LEE ALLEN, WENDY ALLEN and STACEY PRENCH, as joint tenants with right of survivorship", hereinafter referred to as"the Property Owner," in favor of the MONROE COUNTY BOARD OF COUNTY COMMISSIONERS, a body politic and corporate, hereinafter referred to as "BOCC." RECITALS: A. The Property Owner is the fee simple titleholder to certain real property ("the Property") located in Monroe County, Florida, more particularly described as follows: Apartment Unit known as Unit 107-A, Atlantic Tower, KEY WEST BY THE SEA, a Condominium, according to the Declaration of Condominium recorded in Official >- Records Book 589, at Page 370, of the Public Records of Monroe County, Florida. �- also identified as street address: "2601 S. Roosevelt Blvd., Unit A107" B. The BOCC is the owner and operator of Key West International Airport("the Airport") and desires to make properties that, through interior noise exposure testing, are determined Lu incompatible as a result of their exposure to aircraft noise compatible for residential purposes through the implementation of a Noise Insulation Program ("NIP"). C. Under the NIP, the Airport will design and install or pay for the installation of improvements and modifications to the Property Owner's Property necessary to reduce interior noise levels at least 5 dB and to bring the average interior noise level below 45 dB in accordance with Federal Aviation Administration policy. Granting of an Avigation Easement ("Easement") is a BOCC condition of participation in the NIP. The Easement will supersede any implied or prescriptive easements that the BOCC may have obtained under applicable laws. D. The funding source for said NIP will include funding from the United States Government pursuant to the Airport and Airway Improvement Act of 1982, and will include funding from the BOCC, acting in its capacity as the owner and operator of the Airport. Key West International Airport NIP—Avigation Easement(KWBTS Unit#A107) Page 1 of 5 Packet;Pg. 362 C.17.c E. The Property Owner desires to participate in the NIP and has entered into a Property Owner Noise Insulation Agreement with the BOCC. The BOCC's implementation of the NIP will benefit the Property Owner and the Property by providing certain remedial sound attenuation construction on all eligible residential structures on the property necessary to achieve a reduction in DNL indoor noise levels of at least 5 dB and bring the average interior noise level below 45 dB in accordance with Federal Aviation Administration policy. F. The Property Owner fully understands that the NIP eligibility could change at some future time, but is currently based on the 2013 Existing Condition Noise Exposure Map accepted by the Federal Aviation Administration ("the FAA") on December 19, 2013. G. The NIP will be administered in accordance with the current FAA Order 5100.38, Airport Improvement Program Handbook. H. It is the purpose of this Easement Agreement to grant to the BOCC a perpetual avigation easement, on terms as hereinafter set forth. CL NOW THEREFORE,for and in consideration of the improvements to be made to the Subject Property through the NIP, the receipt and adequacy of which is hereby acknowledged by both parties, and in consideration and incorporation into this Avigation Easement of the recitals set forth above, the Property Owner and the BOCC agree as follows: 1. The Property Owner on behalf of the Property Owner and its heirs, assigns and all >_ successors in interest, does hereby grant, bargain, sell and convey to the BOCC, its successors and assigns, a perpetual avigation easement over the property. The use of the Easement shall include the right to generate and emit noise and to cause other , effects as may be associated with the operation of aircraft over or in the vicinity of the property. This Easement shall apply to all such aircraft activity at the Airport, present or future, in whatever form or type, during operation at, on, to or from the Airport, and it being the intent of the parties that all such Airport activity shall be deemed to be included LU within the purview of this Easement. 2. This Easement shall be perpetual in nature and shall bind and run with the title to the < property and shall run to the benefit of the BOCC or its successor in interest as owner and operator of the Airport. 3. The Property Owner on behalf of the Property Owner, its heirs, assigns and successors in interest, does hereby release the BOCC, and any and all related parties of the BOCC, including but not limited to BOCC members, officers, managers, agents, servants, employees and lessees, from any and all claims, demands, damages, debts, liabilities, costs, attorney's fees or causes of action of every kind or nature for which the Property Owner or its heirs, assigns, or successors currently have, have in the past possessed, or will in the future possess, as a result of Airport operations or aircraft activities and noise levels related to or generated by Airport activity, or may hereafter have as a result of use of this Easement, including but not limited to damage to the above-mentioned Key West International Airport NIP—Avigation Easement(KWBTS Unit#A107) Page 2 of 5 Packet iPg. 363 C.17.c property or contiguous property due to noise, and other effects of the operation of the Airport or of aircraft landing or taking off at the Airport. 4. This Easement expressly excludes and reserves to the Property Owner and to the Property Owner's heirs, assigns and successors in interest, claims, demands, damages, debts, liabilities, costs, attorneys' or expert's fee, or causes of action for physical damage or personal injury caused by any aircraft or part of any aircraft using the Easement that does identifiable physical damage to the property or injury to a person on the property by coming into direct physical contact with the property or the person on the property. N 5. Should either parry hereto or any of their successors or assigns in interest retain counsel to enforce any of the provisions herein or protect its interest in any matter — arising under this Agreement, or to recover damages by reason of any alleged breach of any provision of this Agreement, the prevailing party shall be entitled to all costs, damages and expenses incurred including, but not limited to, attorney's fees and costs incurred in connection therewith, including appellate action. 6. No provision of this Agreement is to be interpreted for or against any party because that party or that party's legal representative drafted such provision. This Agreement shall be U) interpreted and construed according to the laws of the State of Florida. 7. No breach of any provision of this Agreement may be waived unless in writing. Waiver of any one breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach of the same or any other provision of this Agreement. This Agreement may be amended only by written instrument executed by the parties in interest at the >- time of the modification. In the event that any one or more covenant, condition or provision contained herein is held invalid, void or illegal by any court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall in no way affect, impair or invalidate any other provision hereof so long as the remaining provisions do not materially alter the rights and obligations of the parties. If E such condition, covenant or other provision shall be deemed invalid due to this scope or breadth, such covenant, condition or other provision shall be deemed valid to the extent of the scope or breadth permitted by law. 8. In the event the Airport shall be subdivided into more than one parcel, or the Airport or a < portion thereof becomes subject to operation, management or administration by a party in addition to or in lieu of the BOCC, then and in that event the parties agree that same shall not terminate or otherwise affect this Agreement so long as a portion of the Airport continues to operate for standard airport flight purposes, and that any such successor in interest to the BOCC shall be entitled to all of the benefits running to the BOCC hereunder. 9. The Property Owner agrees that the Property Owner shall bear and be responsible for all costs of maintaining and operating any sound attenuation materials and equipment installed in the Property by or on behalf of the BOCC. Key West International Airport NIP—Avigation Easement(KWBTS Unit#A107) Page 3 of 5 Packet iPg. 364 C.17.c This Easement Agreement is executed as of the date first above written. PROPERTY OWNER: PROPERTY OWNER: r✓ Signature Signature Printed Name Printed Name ao AU Date Date STATE OF It�r I COUNTY OF The foregoing instrument was acknowledged before me this day of CJ , 207-0 by U flCL Property Owner Name(s) =,�PNotary o of My Commission Expires: My GG 25 2 a taryPublic Signature 2' r9 PROPERTY OWNER: PROPERTY OWNER: Signature Signature r" Printed N me Printed Name /ij Date Date 0) LU ns STATE OF j t ' ?� COUNTY OF c��I The foregoing instrument was acknowledged before me this `' , day of ''� '�`' 20L'O by ��C'c �? �1� `B UZ CV Property Owner Names) NOTARY PUBLIC CARROLL COUN rY MARYLAND My Commission Expires:De// • ' , Mmission Expires 26-202 Not c Si nature Key West International Airport NIP—Avigation Easement(KWBTS Unit#A107) Page 4 of 5 Packet;Pg. 365 C.17.c MONROE COUNTY BOARD OF COUNTY COMMISSIONERS: WITNESSES: MAYOR: Signature Signature Printed Name Printed Name N Signature Date Printed Name ram. r STATE OF FLORIDA CL COUNTY OF MONROE The foregoing instrument was acknowledged before me this day of , 20 U) by as Mayor of the Monroe County Board of County Commissioners, a body politic and corporate. My Commission Expires: >- Notary Public Signature ram. NROE COUNTY LFORM NEY y A P PED ?J. ASSES UNTY ATTORNEY Date 11/20/20 Key West International Airport NIP—Avigation Easement(KWBTS Unit#A107) Page 5 of 5 Packet,Pg. 366 Prepareatsy ana Keturn 'o Heather P. Faubert NIP Assistant Project Manager C.17.d TH , Inc. 00 Breckinridge Blvd., Suite 200 Duluth, GA 30096 AV'IGATION EASEMENT Key West International Airport Noise Insulation Program THIS EASEMENT AGREEMENT is entered into this day of LLD R 1;® 20 1-L, by"STEPHEN C'ATRI and ILVIRA D ATRI", hereinafter referred to as"the'Property Owner," in favor of the M ONROE COUNTY BOARD OF COUNTY COMMISSIONERS, a body politic and corporate, hereinafter referred to as "BCCC." ti r RECITALS: A. The Property Owner is the fee simple titleholder to certain real property ("the Property" located in Monroe County, Florida, more particularly described as follows.- Apartment Unit known as Unit 207-A, Atlantic Tower, KEY WEST BY THE SEA, a CL Condominium, according to the Declaration of Condominium recorded in Official Records Book 589, at Page 370, of the Public Records of Monroe County, Florida. also identified as street address; "2601 S. Roosevelt Blvd., Unit A, fl7" ti N B. The B CC is the owner and operator of Key West International Airport("the Airport") and desires to male properties that, through interior noise exposure testing, are determined incompatible as a result of their exposure to aircraft noise compatible for residential purposes through the implementation of a Noise Insulation Program ("NIP") LU C. kinder the NIP, the Airport will design and install or pay for the installation o improvements and modifications to the Property Owner's Property necessary to reduce � interior noise levels at least 5 dB and to bring the average interior noise level below 45 < dB in accordance with Federal Aviation Administration policy. Granting of an Avigation Easement ("Easement") is a B CC condition of participation in the NIP. The Easement will supersede any implied or prescriptive easements that the BCC may have obtained under applicable laves. U. The funding source for said NIP will include funding from the United States Government pursuant to the Airport and Airway Improvement Act of 1982, and will include funding from the B CC, acting in its capacity as the owner and operator of the Airport. E. The Property Owner desires to participate in the NIP and has entered into a Property Owner Noise Insulation Agreement with the B+ CC. The BOCC's implementation of the NIP will benefit the Property Owner and the Property by providing certain remedial sound Key West International Airport NIP—Avigation Easement(KWBTS Unit#A207) Page I of 4 Packet Pg. 367 C.17.d attenuation construction on all eligible residential structure on the property necessary to achieve a reduction in DNL indoor noise levels of at least 5 dB and bring the average interior noise level below 45 dB in accordance with Federal Aviation Administration policy. F. The Property Owner fully understands that the TIP eligibility could change at some future time, but is currently based on the 2013 Existing Condition Noise Exposure flap accepted by the Federal Aviation Administration ("the FAA") on December 19, 2013, O. The NIP will be administered in accordance with the current FAA Order 5100. 8, Airport Improvement Program Handbook. � I°-l. It is the purpose of this Easement Agreement to grant to the BOCC a perpetual avigation easement, on terms as hereinafter set forth. CL r NOW THEREFORE, for and in consideration of the improvements to be made to the Subject Property through the NIP, the receipt and adequacy of which is hereby acknowledged by both Cn parties, and in consideration and incorporation into this Avigation Easement of the recitals ca set forth above, the Property Owner and the BOCC agree as follows, CL 1 . The Property Owner on behalf of the Property Owner and its heirs, assigns and all — successors in interest, does hereby grant, bargain, sell and convey to the 6O C, its successors and assigns, a perpetual aigation easement over the property, The use �. of the Easement shall include the right to generate and emit noise and to cause other effects as may be associated with the operation of aircraft over or in the vicinity of the property. This Easement shall apply to all such aircraft activity at the Airport, present or future, in whatever form or type, during operation at, on, to or from the Airport„ and it being the intent of the parties that all such Airport activity shall be deemed to be included within the purview of this Easement. LU . This Easement shall be perpetual in nature and shall bind and run with the title to the r_ property and shall run to the benefit of the BOCC or its successor in interest as owner and operator of the Airport. 3, The Property Owner on behalf of the Property Owner, its heirs, assigns and successors in interest, does hereby release the BOCC, and any and all related parties of the BOCC, including but not limited to BOCC members, officers, managers, agents„ servants, employees and lessees, from any and all claims, demands, damages„ debts, liabilities, costs, attorney's fees or causes of action of every bind or nature for which the Property Owner or its heirs, assigns, or successors currently have, have in the past possessed, or will in the future possess, as a result of Airport operations or aircraft activities and noise levels related to or generated by Airport activity, or may hereafter have as a result of use of this Easement„ including but not limited to damage to the above-mentioned property or contiguous property due to noise, and other effects of the operation of the Airport or of aircraft landing or taking off at the Airport. Key west International Airport NIP—Avigation Easement(KwBTS Unit A207) Pa e 2 of 4 Packet Pg. 368 'C.17.d . This Easement expressly excludes and reserves to the Property Owner and to the Property Owner's heirs, assigns and successors in interest, claims, demands, damages, debts, liabilities, costs, attorneys' or expert's tee, or causes of action for physical damage or personal injury caused by any aircraft or part of any aircraft using the Easement that does identifiable physical damage tot e property or injury to a person on the property by coming into direct physical contact with the property or the person on the property. . Should either party hereto or any of their successors or assigns in interest retain counsel to enforce any of the provisions herein or protect its interest in any matter arising under this Agreement, or to recover damages by reason of any alleged breach of any provision of this Agreement, the prevailing party shall be entitled to all costs, damages and expenses incurred including, but not limited to, attorney's fees and costs incurred in connection therewith, including appellate action. ti . No provision of this Agreement is to be interpreted for or against any party because that party or that party"s legal representative drafted such provision. This Agreement shall be CIL interpreted and construed according to the laws of the State of Florida. . No breach of any provision of this.agreement may be waived unless in writing. ''Waiver of any one breach of any provision of this Agreement shall not be deemed to be a waiver Ca ~ of any other breach of the same or any other prevision of this Agreement, This Agreement may be amended only by written instrument executed by the parties in interest at the CIL _ time of the modification. In the event that any one or more covenant, condition or provision contained herein is held invalid, void or illegal by any court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall in no way affect, impair or invalidate any other provision hereof so long as the remaining provisions do not materially, alter the rights and obligations of the parties. If such condition, covenant or other provision shall be deemed invalid due to this scope or breadth, such covenant, condition or other provision shall be deemed valid to the extent of the scope or breadth permitted by law. 6. in the event the Airport shall be subdivided into more than one parcel, or the Airport or a UJ portion thereof becomes subject to operation, management or administration by a party C in addition to or in lieu of the BOCC, then and in that event the parties agree that same shall not terminate or otherwise affect this Agreement so bang as a portion of the Airport continues to operate for standard airport flight purposes, and that any such successor in interest to the BOCC shall be entitled to all of the benefits running to the BOCC hereunder, g. The Property Owner agrees that the Property Owner shall bear and be responsible for all casts of maintaining and operating any sound attenuation materials and equipment installed in the Property by or on behalf of the BOCC. Key West International Airport NIP—Avigation Easement(KWBTS unit#A 07) Page 3 of 4 Packet Pg. 369 This Easement Agreement is executed as of the date first above written. PROPERTY OWNER: PROPERTY OWNER: Signature r Signature Printed Na Printed Name a 02- 2,0 Yale— Date STATE OF C :5 COUNTY OF The foregoing instrument was acknowledged before me this 2_1 day of 20A by CL Property Owner Name(s) 40 No% NMtV Punk Ste*0i Flodds My commlss, Jauka L Waboa U) MVCaVft8&WGG25W2 Not ry Public Signature ifftoj Eq*n ow2ir2o2i z MONROE COUNTY BOARD OF COUNTY COMMISSIONERS: WITNESSES: MAYOR: C44 Signature < &gnature Printed Name E Pdrited Name nz Signature .2 67 P ED AS Printed Name > PEDRO J. ERCADO STATE OF FLORI I DA ASSSTANT�Q E COUNTY OF MONROE The foregoing instrument was acknowledged before me this day of 20— by as Mayor of the Monroe County Board of County Commissioners, a body politic and corporate. ------K­oti_rj`P_u­bIi�_Sl 9--n--a--tu're— -----—---- My Commission Expires .................................... Key West International Airport NIP-AvIgation Easement(KWBTS Unit#A207) Page 4 of 4 1 Packet Pg. 370 vrepareca tsyanal Ketlurn io: Heather P. Faubert NIP Assistant Project Manager C.17.e TES , Inc. 3300 Breckinridge Blvd., Suite 200 Duluth, GA 30096 AVIGATION EASEMENT Key West International Airport Noise Insulation Program THIS EASEMENT AGREEMENT is entered into this day of 20 46 , by "NEIL L. MCGINN and BARBARA E. MCGINN as TRUSTEES of the Neil L. McGinn and Barbara E. McGinn Joint Revocable Trust Agreement dated July 27, 2004" hereinafter referred to as "the Property Owner„" in favor of the M NR E COUNTY BOAR[ F COUNTY COMMISSIONERS, a body politic and corporate, hereinafter referred to as � "BCC.„ ti RECITALS: A. The Property Owner is the fee simple titleholder to certain real property ("the Property") CIO Cn - located in Monroe County, Florida, more particularly described as follows: 1- CIO CL Apartment Unit known as Trait 347-A, Atlantic Tower, KEY WEST BY THE SEA.., a Condominium, according to the Declaration of Condominium recorded in Official' Records Book 589, at Page 370, of the Public Records of Monroe County, Florida. also identified as street address: "26011 S. Roosevelt Blvd., Unit A3 7" B. The BOCC is the owner and operator of Key West International Airport("the Airport") and desires to make properties that, through interior noise exposure testing, are determined incompatible as a result of their exposure to aircraft noise compatible for residential M LU purposes through the implementation of a Noise Insulation Program ("NIP"). c C. Under the NIP, the Airport will design and install or pay for the installation of LLM improvements and modifications to the Property Owner's Property necessary to reduce < interior noise levels at least 5 dB and to bring the average interior noise level below 45 dB in accordance with Federal Aviation Administration policy. Granting of an Avigaltion Easement ("Easement") is a BCC condition of participation in the NIP. The Easement � will supersede any implied or prescriptive easements that the BOCC may have obtained under applicable laws.. D� The funding source for said NIP will include funding from the United States Government pursuant to the Airport and Airway Improvement Act of 1982, and will include funding from the BOCC, acting in its capacity as the owner ,and operator of the Airport. E. The Property Owner desires to participate in the NIP and has entered into a Property Owner Noise Insulation Agreement with the BOCC. The BOCC's implementation of the Key West International Airport NIP Avigation Easement(KWB rS unit#A307) Page 1 of 4 Packet Pg. 371 ,C.17.e NIP will benefit the Property Owner and the Property by providing certain remedial sound attenuation construction on all eligible residential structures on the property necessary to achieve a reduction in DNL indoor noise levels of at least 5 dB and brim the average interior noise level below 45 dB in accordance with Federal Aviation Administration policy. F. The Property Owner fully understands thatthe NIP eligibility could change at some future time, but is currently based on the 2013 Existing Condition Noise Exposure ,dap accepted by the Federal Aviation Administration ("the FAA") on December 19, 2013. O. The NIP will be administered in accordance with the current FAA Order 5100.38, Airport, � Improvement Program Handbook. H, It is the purpose of this Easement Agreement to grant to the BOCC a perpetual avigation easement, on terms as hereinafter set forth, CIL NOW THEREFORE, for and in consideration of the improvements to be made to the Subject Property through the NIP„ the receipt and adequacy of which is hereby acknowledged by both parties, and in consideration and incorporation into this Avigation Easement of the recitals set forth above, the Property Owner and the BOCC agree as follows: CIL 1. The Property Owner on behalf of the Property Owner and its heirs, assigns and all successors in interest, does hereby grant, bargain, sell and convey to the BOCC, its � successors and assigns, a perpetual avigation easement over the property. The use of the Easement shall include the right to generate and emit noise and to cause other effects as may be associated with the operation of aircraft over or in the vicinity of the property. This Easement shall apply to all such aircraft activity at the Airport, present or future, in whatever form or type, during operation at, on, to or from the Airport, and it being the intent of the parties that all such Airport activity shall be deemed to be included within the purview of this Easement. LU U 0 2. This Easement shall be perpetual in nature and shall bind and run with the title to the property and shall run to the benefit of the BOCC or its successor in interest as owner and operator of the Airport. 8, The Property Owner on behalf of the Property Owner, its heirs, assigns and successors in interest, does hereby release the BOCC, and any and all related parties of the BOCC, including but not limited to BOCC members, officers, managers, agents, servants, employees and lessees, from any and all claims, demands, damages, debts, liabilities, costs, attorney's fees or causes of action of every kind or nature for which the Property Owner or its heirs, assigns, or successors currently have, have in the past possessed, or will in the future possess, as a result of airport operations or aircraft activities and noise levels related to or generated by Airport activity, or may hereafter have as a result of use of this Easement, including but not limited to damage to the ,above-mentioned property or contiguous property due to noise, and other effects of the operation of the Airport or of aircraft landing or taking off at the Airport. ................ — Key West International Airport NIP—Avigation Easement(KWB rs Unit#A307) Page 2 of 4 Packet Pg. 372 C.17.e 4. This Easement expressly excludes and reserves to the Property Owner and to the Property Owner's heirs, assigns and successors in interest, claims, demands, damages, debts, liabilities, costs, attorneys' or expert's fee, or causes of action for physical damage or personal injury caused by any aircraft or part of any aircraft using the Easement that does identifiable physical damage to the property or injury to a person on the property by coming into direct physical contact with the property or the person on the property. Should either party hereto or any of their successors or assigns in interest retain counsel to enforce any of the provisions herein or protect its interest in any matter arising under this Agreement, or to recover damages by reason of any alleged breach of any provision of this ,Agreement, the prevailing party shall be entitled to all costs, damages and expenses incurred including, but not limited to, attorney's fees and costs incurred in connection therewith, including appellate action. ti No provision of this Agreement is to be interpreted for or against any party because that party or that art ''s legal representative drafted such provision. This Agreement shall be CL interpreted and construed according to the laws of the Mate of Florida. 7. No breach of any provision of this Agreement may be waived unless in writing. Waiver of any one breach of any provision of this Agreement shall not be deemed to be a waiver Ca of any other breach of the same or any other provision of this Agreement. This Agreement may be amended only by written instrument executed by the parties in interest at the CL _ time of the modification. In the event that any one or more covenant, condition or provision contained herein is held invalid, void or illegal by any court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall in no way affect, impair or invalidate any other provision hereof so long as the remaining provisions do not materially alter the rights and obligations of the parties. If such condition, covenant or other provision shall be deemed invalid due to this scope or breadth, such covenant, condition or other provision shall be deemed valid to the extent of the scope or breadth permitted by law. . In the event the.Airport shall be subdivided into more than one parcel, or the Airport or a portion thereof becomes subject to operation, management or administration by a party in addition to or in, lieu of the BOCC, then and in that event the parties agree that same shall not terminate or otherwise affect this Agreement so long as a portion of the Airport continues to operate for standard airport flight purposes, and that any such successor in interest to the BOCC shall be entitled to all of the benefits running to the BOCC hereunder. g. The Property Owner agrees that the Property Owner shall bear and be responsible for all costs of maintaining and operating any sound attenuation materials and equipment installed in the Property by or on behalf of the BOCC. Key West International Airport NIP—Avigation Easement(KWBTS Unit#A307) Page 3 of Packet Pg. 373 C.17.e This Easement Agreement is executedfirst above written. PROPERTY OWNER: PROPERTY OWNER: Signature Signature a Printed Name Printed Name "k Date Date STATEF F t Public, w COUNTY F 09 courity of da=o y commission ExpiresOSM ctic,{)ie�ricr•ty of � The foregoing instrument cno led a fore me this day o • CL by Id Property OwnerName(s) y Commission Expires 1-- Notary ary u lic Si MONROE COUNTY BOARD OF COUNTY ® — r9 MAYOR: I >- CD Signature "9 t Signature I Printed Name E Printed Name i N I Signature ��e• .® MON COUNTY Printed Name P DAST .> STATEL I PEDRO J RGAQ000UNTY OF MONROE $1ST ?at '.0 The foregoing instrument was acknowledged before me this day of I by , as Mayor of the Monroe County Board of County Commissioners, a body politic and corporate, y Commission Expires: Notary Public Signature G _._ _ .._m . _.... _.. ._ . ... .. Key West International Airport NIP viation Easement(KMTS Unit 307) Page 4 of Packet iPg. 374 Prepared B. and Return To: Heather P. Paubert NIP Assistant Project Manager C.17.f TH'C, Inc. 3300 Breckinridge Blvd_., Suite 200 Duluth, GA 30096 AVI Ali'ION EASEMENT Key,West International Airport Oise Insulation Program ° . �. THIS EASEMENT A I EMENT is entered into this 3�1 day of V 20 , by"RAY C. HENDERSON and SHIRLEY A. HENDERSON, as TRUSTEES cif the Henderson Family Revocable Trust", hereinafter referred to as "the Property Owner," in favor of the MONROE COUNTY BOARD OF COUNTY COMMISSIONERS,S„ a body politic and corporate, hereinafter referred to as "BCC." ti r RECITALS: A. The Property Owner is the fee simple titleholder to certain real property ("the Property") located in Monroe County, Florida, more particularly described as follows: Apartment Unit known as Unit 407-A, Atlantic Tower, KEY WEST BY THE SEA, a CL Condominiums, according to the Declaration of Condominium recorded in Official Records Book 589, at Page 370, of the Public Records of Monroe County, Florida. also identified as street address: "2601 S. Roosevelt Blvd., Unit A407" ti E. The BOCC is the owner and operator of Key West International Airport("the Airport") and desires to make properties that, through interior noise exposure testing, are determined incompatible as a result of their exposure to aircraft noise compatible for residential purposes through the implementation of a Noise Insulation Program ("NIP"). Lu C. Under the NIP, the Airport will design and install or pay for the installation of improvements and modifications to the Property Owner's Property necessary to reduce interior noise levels at least 5 dB, and to bring the average interior noise level below 4 dB in accordance with Federal Aviation Administration policy. Granting of an Avigation Easement ("Easement") is a BOCC condition of participation in the NIP. The Easement will supersede any implied or prescriptive easements that the BCC may have obtained under applicable laws. D� The funding source for said NIP will include funding from the United States Government pursuant to the Airport and Airway Improvement Act of 1982, and will include funding from the BOCC, acting in its capacity as the owner and operator of the Airport. E. The Property Owner desires to participate in the NIP and has entered into a Property Owner Noise Insulation Agreement with the BOCC. The B CC's implementation of the NIP will benefit the Property Owner and the Property by providing certain remedial sound attenuation construction on all eligible residential structures on the property necessary Key West International Airport NIP—Avigation Easement(KWBTS Unit A4I07) Page 1 or 4 Packet Pg. 375 C.17.f to achieve a reduction in DNL indoor noise levels of at least 5 dB and brie the average interior noise level below 45 dB in accordance with Federal Aviation Administration policy. F, The Property Owner fully understands that the NIP eligibility could change at some future time, but is currently based on the 2013 Existing Condition Noise Exposure Map accepted by the Federal Aviation Administration ("true FAA") on December 19, 2011 O. The NIP will be administered in accordance with the current FAA Order 5100. 5, Airport Improvement Program Handbook, H. It is the purpose of this Easement Agreement to grant to the BOCC a perpetual avigation easement, on terms as hereinafter set forth. CIL r NOW THEREFORE, for and in consideration of the improvements to be made to the Subject. Property through the NIP, the receipt and adequacy of which is hereby acknowledged by both ca parties, and in consideration and incorporation into this Avigation Easement of the recitals set forth above, the Property Owner and the BOCC agree as follows: 1. The Property Owner on behalf of the Property Owner and its heirs, assigns and all CIL _ successors in interest, does hereby grant, bargain, sell and convey to the BOCC, its , successors and assigns, a perpetual avigation easement over the property. The use of the Easement shall include the right to generate and emit noise and to cause other �. effects as may be associated with the operation of aircraft over or in the vicinity of the property. This Easement shall apply to all such aircraft activity at the Airport, present or future, in whatever form or type, during operation at, on, to or from the Airport, and it being the intent of the parties that all such Airport activity shall be deemed to be included within the purview of this Easement. 2. This Easement shall be perpetual in nature and shall bind and run with the title to the property and shall run to the benefit of the BOCC or its successor in interest as owner and operator of the Airport. . The Property Owner on behalf of the Property Owner, its heirs, assigns and successors in interest, does hereby release the BOCC, and any and all related parties of the BOCC, including but not limited to BOCC members, officers, managers, agents, servants, employees and lessees, from any and all claims, demands, damages, debts, liabilities, costs, attorney's fees or causes of action of every kind or nature for which the Property Owner or its heirs, assigns, or successors currently have, have in the past possessed, or will in the future possess, as a result of Airport operations or aircraft activities and noise levels related to or generated by Airport activity, or may hereafter have as a result of use of this. Easement, including but not limited to damage to the above-mentioned property or contiguous property due to noise, and other effects of the operation of the Airport or of aircraft landing or taking off at the Airport. Key west International Airport NlP®Avigation Easement(KWBTS Unit A,407) Page 2 of Packet Pg. 376 C.17.fj . This Easement expressly excludes and reserves to the Property Owner and to the Property Owner's heirs, assigns and successors in interest, claims, demands, damages, debts, liabilities, costs, attorneys' or expert's fee, or, causes of action for physical damage or personal injury caused by any aircraft or part of any aircraft using the Easement that does identifiable physical damage to the property or injury to a person on the property by coming into direct physical contact with the property or the person on the property. 8. Should either party hereto or any of their successors or assigns in interest retain counsel to enforce any of the provisions herein or protect its interest in any matter arising under this Agreement, or to recover damages by reason of any alleged breach of any provision of this Agreement, the prevailing party shall be entitled to all costs, damages and expenses incurred including, but not limited to, attorney's fees and costs incurred in connection therewith, including appellate action. ti No provision of this Agreement is to be interpreted for or against any party because that party or that party's legal representative drafted such provision. This Agreement shall be CL interpreted and construed according to the laws of the State of Florida. 7. No breach of any provision of this Agreement may be waived unless in writing. Waiver of any one breach of any prevision of this Agreement shall not be deemed to be a waiver Ca of any other breach of the same or any other provision of this Agreement. This Agreement may be amended only by written instrument executed by the parties in interest at the CL _ time of the modification. In the event that any one or more covenant, condition or provision contained herein is held invalid, void or illegal by any court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement �. and shall in no gray affect, impair or invalidate any other provision hereof so long as the remaining provisions do not materially alter the rights and obligations of the parties. If such condition, covenant or other provision shall be deemed invalid due to this scope or breadth, such covenant, condition or other provision shall be deemed valid tot e extent of the scope or breadth permitted by law. . In the event the Airport shall be subdivided into more than one parcel, or the Airport or aUJI portion thereof becomes subject to operation, management or administration by a party C in addition to or in lieu of the BOCC, then and in that event the parties agree that same shall not terminate or otherwise affect this Agreement so longs as a portion of the Airport Continues to operate for standard airport flight purposes, and that any such successor in interest to the SOCC shall be entitled to all of the benefits running to the BOCC hereunder. g. The Property Owner agrees that the Property Owner shall bear and be responsible for all costs of maintaining and operating any sound attenuation materials and equipment installed in the Property by or on behalf of the BCC. Key West International Airport NIP—Avigat on Easement(KWBTS unit#A407) Page 3 of 4 Packet Pg. 377 C.17.f This Easement Agreementis executed as of the date first above written. PROPERTY OWNER: PROPERTY OWNER: Sint re Signature\ Print hame PrintName i ®- ate Date STATE F \ N COUNTY OF h foregoing instrument acknowledgedf r e this day of CL by Property OwnerName(s) hicarf Pub0c Suft of ROWS Jessiba L WaRace Ly y Commission E My CaftwirdsNon GG 253W2 F® 4o ry Public Signature QW() E*fts 05121=1 r9 WITNESSES: MAYOR: >- r�. Signature Signature Printed Name Printed Name ns Lu Signature 6 ATTORNEY Printed Name y STATE OF FLORIDA PIED MERCADO .. � COUNTY OF MONROE '"` Date_ / The foregoing instrument was acknowledged before me this day of 20a, y s Mayor of the Monroe County Board of County Commissioners, a body politic and corporate. y Commission Expires: Notary Public Signature Key West International Airport NIP—Avigation Easement(KWBTS Unit 407) Page 4 of 4 Packet;Pg. 378 Prepared By and Return To, Heather P. Faubert NIP Assistant Project Manager C.17.g TH , Inc. 00 Breckinridge Blvd., Suite 200 Duluth, GA 30096 AVIGATION EASEMENT Ivey West International Airport Dime Insulation Program 6 THIS EASEMENT AGREEMENT is entered into this Ll day o 20 ,'2L, by "STEVEN D. TEPPER", hereinafter referred to as "the Property Owner," in favor of the M NR E COUNTY BOARD OF COUNTY COMMISSIONERS, a body politic and corporate, hereinafter referred to as "BOCC." ti RECITAL A. The Property Owner is the fee simple titleholder to certain real property ("the Property") located in Monroe County, Florida, more particularly described as folllows: Apartment Unit known as Unit 507-A, Atlantic Tower, }BEY WEST BY THE SEA, a Condominium, according to the Declaration of Condominium recorded in Official CL Records Book 585, at Page 370, of the Public Records of Monroe County, Florida. also identified as street address: "2501 S. Roosevelt Blvd., Unit A507" ti B. The BOCC is the owner and operator of ley West International Airport("the Airport") and 1501 desires to make properties that, through interior noise exposure testing, are determined incompatible as a result of their exposure to aircraft noise compatible for residential purposes through the implementation of a Noise Insulation Program ("NIP"). UJ C. Minder the NIP, the Airport will design and install or pay for the installation of improvements and modifications to the Property Owner's Property necessary to reduce 2 interior noise levels at least 5 dB and to bring the average interior noise level below 45 LLM dB in accordance with Federal Aviation Administration policy. Granting of an Avigation Easement ("Easement") is a BOCC condition of participation in the NIP. The Easement will supersede any implied or prescriptive easements that the BCC may have obtained under applicable laws. D. The funding source for said NIP will include funding from the United States Government pursuant to the Airport and Airway Improvement Act of 192, and will include funding from the BOCC, acting in its capacity as the owner and operator of the Airport, E. The Property Owner desires to participate in the NIP and has entered into a Property Owner Noise Insulation Agreement with the BOCC. The BOCC's implementation of the NIP will benefit the Property Owner and the Property by providing certain remedial sound attenuation construction on all eligible residential structures on the property necessary to achieve a reduction in QNL indoor noise levels of at least 5 dB and bring the average Key West International Airport NIP—Avigati®n Easement(KWBTS unit#A507) Page 1 of 4 Packet Pg. 379 'C.17.g interior noise level below 45 dB in accordance with Federal Aviation Administration policy. F. The Property Owner fully understands that the NIP eligibility Could change at some future time, but is currently based on the 2013 Existing Condition Noise Exposure Map accepted by the Federal Aviation Administration ("the FAA") on December 19, 2013 O. The NIP will be administered in accordance with the current FAA Order 5100.38, ,Airport Improvement Program Handbook. K It is the purpose of this Easement Agreement to grant to the BOCC a perpetual avigation easement, on terms as hereinafter set forth. _ r NOW THEREFORE, for and in consideration of the improvements to be made to the Subject CL Property through the NIP, the receipt and adequacy of which is hereby acknowledged by both parties, and in consideration and incorporation into this Avigation Easement of the recitals ca set forth above, the Property Owner and the BOCC agree as follows; ca 1. The Property Owner on behalf of the Property Owner and its heirs, assigns and all successors in interest, does hereby grant, bargain, sell and convey to the BO , its CL _ successors and assigns, a perpetual avigation easement over the property. The use of the Easement shall include the right to generate and emit noise and to cause other effects as may be associated with the operation of aircraft over or in the vicinity of the property. This Easement shall apply to all such aircraft activity at the Airports present or future, in whatever form or type, during operation at, on, to or from the Airport, and it being LO the intent of the parties that all such Airport activity shall be deemed to be included within the purview of this Easement. 2. This Easement shall be perpetual in nature and shall bind and run with the title to the M property and shall run to the benefit of the BOG or its successor in interest as owner and operator of the Airport, 0 . The Property Owner on behalf of the Property Owner, its heirs, assigns and successors in interest, does hereby release the BO , and any and all related parties of the BO , including but not limited to BOCC members, officers, managers, agents, servants, employees and lessees, from any and all claims, demands, damages, debts, liabilities, costs, attorney's fees or causes of action of every kind or nature for which the Property Owner or its heirs, assigns, or successors Currently have, have in the past possessed, or will in the future possess, as a result of Airport operations or aircraft activities and' noise levels related to or generated by Airport activity, or may hereafter have as a result of use of this Easement, including but not limited to damage to the above-mentioned property or Contiguous property due to noise, and other effects of the operation of the Airport or of aircraft landing or taking off at the Airport. Key West International Airport NIP--Avigation Easement(KWBTS Unit#A507) Page 2 of 4 Packet Pg. 380 C.17.g . This Easement expressly excludes and reserves to the Property Owner and to the Property Owner's heirs, assigns and successors in interest, claims, demands, damages, debts, liabilities, costs, attorneys' or expert's fee, or causes of action for physical damage or personal injury caused by any aircraft or part of any aircraft using the Easement that does identifiable physical damage to the property or injury to a person on the property by coming into direct physical contact with the property or the person on the property. Should either party hereto or any of their successors or assigns in interest retain counsel to enforce any of the provisions herein or protect its interest in any matter arising under this Agreement, or to recover damages by reason of any alleged breach of any provision of this Agreement, the prevailing party shall be entitled to all costs, damages and expenses incurred including, but not limited to, attorney's fees and casts incurred in connection therewith, including appellate action. ti . No provision of this Agreement is to be interpreted for or against any party because that party or that party`s legal representative drafted such provision. This Agreement shall be CIL interpreted and construed according to the laws of the Mate of Florida. Ca 7. No breach of any provision of this Agreement may be waived unless in writing. Waiver of any one breach of any provision of this Agreement shall not be deemed to be a waiver Ca of any other breach of the same or any other provision of this Agreement. This Agreement may be amended only by written instrument executed by the parties in interest at the CIL time of the modification. In the event that any one or more covenant, condition or — provision contained herein is held invalid, void or illegal by any court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement >- and shall in no way affect, impair or invalidate any other provision hereof so long as the remaining provisions do not materially alter the rights and obligations of the parties. IfCD LO such condition, covenant or other provision shall be deemed invalid due to this scope or breadth, such covenant, condition or other provision shall be deemed valid to the extent of the scope or breadth permitted by law. In the event the Airport shall be subdivided into more than one parcel, or the Airport or a LU � portion thereof becomes subject to operation, management or administration by a party, C in addition to or in lieu of the BOCC, then and in that event the parties agree that same shall not terminate or otherwise affect this Agreement so long as a portion of the Airport � continues to operate for standard airport flight purposes, and that any such successor in interest to the BOCC shall be entitled to all of the benefits running to the BOCC hereunder. g. The Property Owner agrees that the Property Owner shall bear and be responsible for all costs of maintaining and operating any sound attenuation materials and equipment installed in the Property by or on behalf of the BOCC. Key west international Airport NIP—Avrgation Easement(KWBTS Unit#A507) - Wage 3 of 4 Packet Pg. 381 C.17.g This Easement Agreementis executedfirst above written. PROP RTY OWN PROPERTY OWNER: Signtu Signature �f Print Name Printed Name Date Gate STATEE 1 N COUNTY F n «a P I The foregoing instrument acknowledged before a this of i r a by dr CL Property Owner Name(s) k Notw ;'We State Flor y Commission Expires. ® Jof ry Public SignatureExpires to 25 2 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS: cM MAYOR: >- h Signature uO Signature .........................................................................................................._.. I ,fl��n�t..�.��Na�rte _____________________ Printed Name . W I' Signature 0 Date co 77 Print NameVED `��, � `` ._ > STATE F FLORIDA COUNTY OF E ASSISTANT L1ate The foregoing instrument was acknowledged before me this day of y ° s Mayor of the Monroe County Board of County Commissioners, a body politic and corporate.. My Commission ires; Notary Public Signature l __._.. _.�.__.._.,, Key West International Airport NIP—Avigation Easement(KWBTS Unit 7) Page 4 of 4 Packet;Pg. 382 . N�l✓illGld.., Rd'Y CiA9d 1Y,4'e4lAIIII u :la Heather P. Faubert NIP,assistant Project Manager C.17.h THC, Inc. 3300 Breck nrid e Blvd., Suite Zoo Duluth, GA 30096 V'IGATIO EASEMENT Key West International Airport Noise Insulation Program THIS EASEMENT AGREEMENT is entered into this 31 day of P . 20 - by"NELSON JIMEIE ", hereinafter refrrd to as ihe Proert Owner,,> ire vr of � the MC NR E COUNTY BOARD OF COUNTY COMMISSIONERS, a body politic and corporate, hereinafter referred to as "B }CC." RECITALS: A. The Property Owner is the fee simple titleholder to certain real property ("the Property") located in Monroe County,. Florida, more particularly described as follows.- Apartment Unit known as Unit 07-A, Atlantic Tower, KEY WEST BY THE SEA, a Condominium, according to the Declaration of Condominium recorded in cial CL Records Book 589, at Page 70, of the Public Records of Monroe County, Florida. also identified as street address: "2601 S. Roosevelt Blvd., Unit A607„ ti B. The B CC is the owner and operator of Key West International Airport("the Airport") and CD desires to make properties that, through interior noise exposure testing, are determined = incompatible as a result of their exposure to aircraft noise compatible for residential purposes through the implementation of a Noise Insulation Program ("NIP"'), Lu C. Under the NIP, the Airport will design and install or pay for the installation of improvements and modifications to the Property Owner's Property necessary to reduce 2 interior noise levels at least 5 dB and to bring the average interior noise level below 4 dB in accordance with Federal Aviation Administration policy. Granting of an Aviation Easement ("Easement") is a BOCC Condition of participation in the NIP, The Easement will supersede any implied or prescriptive easements that the B CC may have obtained' under applicable laws. D. The funding source for said NIP will include funding from the united States Government pursuant to the Airport and Airway Improvement Act of 1982, and will include funding from the BCC, acting in its capacity as the owner and operator of the Airport. E. The Properly Owner desires to participate in the NIP and has entered into a Property Owner Noise Insulation Agreement with the BCC. The BOCC's implementation of the NIP will benefit the Property Owner and the Property by providing certain remedial sound attenuation construction on all eligible residential structures on the property necessary to achieve a reduction in DNL indoor noise levels of at least 5 dB and bring the average Key west International Airport NIP—Avig tion Easement(KWBTS unit#A 07) Page 1 of 4 Packet Pg. 383 C.17.h interior noise level below 45 dB in accordance with Federal Aviation Administration policy. F. The Property Owner fully understands that the NIP eligibility could change at some future time, but is currently based on the 2013 Existing Condition Noise Exposure Map accepted by the Federal Aviation Administration ("the FAA") on December 19, 2013. G. The NIP will be administered in accordance with the current FAA Order 5100,38, Airport Improvement Program Handbook. H. It is the purpose of this Easement Agreement to grant to the BOCC a perpetual avigation easement, on terms as hereinafter set forth. ti r NOW THEREFORE, for and in consideration of the improvements to be made to the Subject CL Property through the NIP, the receipt and adequacy of which is hereby acknowledged by bath parties, and in consideration and incorporation into this Avigation Easement of the recitals Ca set forth above, the Property Owner and the BOCC agree as follows: 1. The Property Owner on behalf of the Property Owner and its heirs, assigns and all successors in interest, does hereby grant, bargain, sell and convey to the BOCC, its CL _ successors and assigns, a perpetual avigation easement over the property. The use , of the Easement shall include the right to generate and emit noise and to cause other effects as may be associated with the operation of aircraft over or in the vicinity of the �. property. This Easement shall apply to all such aircraft activity at the Airport, present or future, in whatever form or type, during operation at, on, to or from the Airport, and it being the intent of the parties that all such Airport activity shall be deemed to be includedCD within the purview of this Easement. 2. This Easement shall be perpetual in nature and shall bind and run with the title to the a) property and shall run to the benefit of the BCC or its successor in interest as owner and LU operator of the Airport. C . The Property Owner on behalf of the Property Owner, its heirs, assigns and successors in interest„ does hereby release the BCC, and any and all related parties of the BCC including but not limited to BCC members, officers, managers, agents, servants, employees and lessees, from any and all claims, demands, damages, debts, liabilities, Costs,. attorney's fees or causes of action of every kind or ,nature for which the Property Owner or its heirs, assigns, or successors currently have, have in the past possessed, or will in the future possess, as a result of airport operations or aircraft activities and noise levels related to or generated by Airport activity, or may hereafter have as a result of use of this Easement, including but not limited to damage to the above-mentioned property or contiguous property due to noise, and other effects of the operation of the Airport or of aircraft landing or taking off at the Airport. Key West Pnternational Airport NIP—Avigatian Easement(KWBTS Unit#A647) -- Page 2 of 4 Packet Pg. 384 'C.17.h . This Easement expressly excludes and reserves to the Property Owner and to the Property Owner's heirs, assigns and successors in interest, claims, demands, damages, debts, liabilities, Bests, attorneys' or epert's fee, or Causes of action for physical damage or personal injury caused by any aircraft or part of any aircraft using the Easement that does identifiable physical damage to the property or injury to a person on the property by corning into direct physical contact with the property or the person on the property. 6. Should either party hereto or any of their successors or assigns in interest retain counsel to enforce any of the provisions herein, or protect its interest in any matter arising under this Agreement, or to recover damages by reason of any alleged breach of any provision of this Agreement, the prevailing party shall be entitled to all costs, damages and expenses incurred Including, but not limited to, attorney's fees and costs incurred in connection therewith, including appellate action. ti . No provision of this Agreement is to be interpreted for or against any party because that party or that party's legal representative drafted' such provision. This Agreement shall be CL interpreted and construed according to the laws of the State of Florida. Ca y p g y i i Waiver of No breach of an provision of this Agreement may be waived unless �n writing. any one breach of any provision of this Agreement shall not be deemed to be a waiver Ca of any other breach of the same or any other provision of this Agreement. This Agreement may be amended only by written instrument executed by the parties in interest at the CL _ time of the modification. In the event that any one or more covenant, condition or , provision contained herein is held invalid, void or illegal by any court of competent jurisdiction, the sage shall be deemed severable from the remainder of this Agreement and shall in no way affect, impair or invalidate any other provision hereof so long as the -� remaining provisions do not materially alter the rights and obligations of the parties. If CD such condition, covenant or other provision shall be deemed invalid due to this scope or breadth, such covenant, condition or other provision shall be deemed valid to the extent of the scope or breadth permitted by law. 6. In the event the Airport shall be subdivided into more than one parcel, or the airport or a UJ portion thereof becomes subiect to operation, management or administration by a party C in addition to or in lieu of the B , then and in that event the parties agree that same shall not terminate or otherwise affect this Agreement so long as a portion of the Airport continues to operate for standard airport flight purposes, and that any such successor in interest to the BOCC shall be entitled to all of the benefits running to the BOCC hereunder. . The Property Owner agrees that the Property Owner shall bear and be responsible for all costs of maintaining and operating any sound attenuation materials and equipment installed in the Property by or on behalf of the BOCC. Key West International Airport NIP—Avigation Easement(K11 BT a Unit#A607) Page 3 of 4 Packet Pg. 385 C.17.h This r is executedfirst above written. ._.. ...... "PRO TY OWNER- PROPERTY OWNER: Signature Signature rintad Name Printed Name 7 ®ate l - Date r STATE F - I IBC"i COUNTY F _ mg _ The foregoing instrument was acknowledged before me this day of 202 by CL Property Owner Name(s) public State of Flodde — My Commission Expi Jessica l Yea a o ry Public Signature . r GO 25 F® .... ,.. , — -._ _.-._ .,,. ,....� ...... ._ _ . .. ..- -------------- TY I g i WITNESSES: AYO : Signature Signature _ mm Printed Name � Printed Name -._. y i Signature E 8 Printed Name Date M AF �E CO A N .� STATEFLORIDAJ. ASSIST. E COUNTY OF MONROE v t I The foregoing instrument was acknowledged before me this day of 20 I i Y Mayoras of the Monroe County Board of County Commissioners, a boy politic and corporate, I Notary Public Signature Y Commission Expires L. _ . ...... ._ _............._.��.-. .... ................... _ _...... __. _.... Key West International Airport NIP Avigation Easement(KWBTS Unit 07) Page 4 of Packet iPg. 386 Address: IseWest by the Spa C.17J NOISEUnit No C-1) PROPERTY OWNER INSULATION AGREE T KEY WEST INTERNATIONAL AIRPORT, MONRtOE COUNTY THIS NOISE INSULATION AGREEMENT ENT (this "Agreement") is rude and effective the date last below written by and between MONROE COUNT`, a municipal corporation organized and existing under the laws of the State of Florida (the "County"), and the undersigned (the "Property Owner"). WITNESSETH: WHEREAS, the Property Owner is the sale record owner in fee simple of certain real property located in the City of Key West, County of Monroe, State of Florida, and more particularly described on Exhibit B attached hereto (the "Property"), and CL WHEREAS, the County is the owner and operator of the Key West International Airport (the "Airport"), situated in the City of Key West, County of Monroe, Mate of Florida, and in close proximity to the Property, and WHEREAS, the County desires to obtain and preserve for the use and benefit of the public a right of free and unobstructed flight for aircraft landing upon, CL taping off from, or maneuvering about the Airport; and WHEREAS, the Property Owner has elected to participate in the Key West International Airport's Noise Insulation Program (the "Program") and, as part of the Program, the Property Owner has elected to obtain ,acoustical treatments and CD improvements to the Property as more particularly described on Exhibit C attached hereto (the "Program Improvements") said Program Improvements to be paid for by the = County at no Cost to the Property Owner and in exchange for the granting to the County of an avigation easement over, across and through the Property, and WHEREAS, the County will enter into a construction contract with a general contractor (the "Contractor") to provide the installation of the Program CL lmprovements and WW IIEREA , the Program is managed by the consultant team consisting of a team manage and assistant manager, architect, mechanical J electrical engineer, acoustician and construction manager selected by the County (the "ProgramManager"); and WHEREAS, the Property Owner and the County mutually desire to agree to the terms upon which the Property Owner will participate in the Program and receive the Program Improvements upon the terms and conditions provided herein; NOW, THEREFORE, in consideration of the terms, covenants and conditions set forth herein, and other good and valuable consideration, the receipt and Pr°oper ry Owner r Noise Page I (V'25 Packet Pg. 387 sufficiency of which are hereby acknowledged, the Property Owner and the County hereby agree as follows; 1. Grant of Easement, Simultaneously with the execution of this Agreement, the Property Owner executed and delivered to the County an avigation easement (the "Easement") which Easement has been recorded in the public records of Monroe County, Florida. The Easement remains in full force and effect a,nd is hereby ratified in all respects. .. Program Policy Statements. Consistent with the Program and/or Federal Aviation Administration Airport Improvement Program policies and procedures, the Program Manager has developed a series of Program Policy Statements outlining construction and eligibility restrictions. The Property Owner understands that prescribed Program Improvements will be consistent with the Program Policy Statements provided to the Property Owner by the Program Manager. A copy of the Program Policy Statements is attached hereto as Exhibit A. CL Payment Program m,,provement . The County agrees to pay for the Program Improvements described in Exhibit C attached hereto. The Program Improvements will be approved by the Property Owner and County, managed by the Program Manager, and performed by the Contractor. . Impeding Com etitive Bid Process. The Property Owner shall not CL _ impede or interfere with the Contractor's ability to select between approved product manufacturers and subcontractors in the preparation of bid submittals. To insure a competitive bid environment, the Property Owner is prohibited from having any �. discussion or communication with the Contractor in relation to the Program, the contractor's bid, or this Agreement until after award of the construction contract by the CD County. Failure of the Property Owner to comply with this provision shall, at the option of the County in its sole discretion, result in disqualification from the Program and cancellation of this Agreement. Construction Contract, The County will award the contract for the Program Improvements consistent with Federal and County competitive bidding policies and procedures. The contract will require the Contractor to complete the Program CL Improvements within a time period defined by the Program Manager. . Ire- & Post-Construction Responsibilities. The Property Owner shall � meet all responsibilities and requirements pertaining to both pre_construction and post- construction . Prior to the start of NIP construction, the Property Owner shall meet all Pre-Construction requirements to include: (1) Removing all valuables (such as jewelry, coins, guns, antiques, heirlooms, etc.) from their condominium, ( ) Moving of all furniture and belongings into the "designated Storage Space Area" within the condominium, providing the required "clear area" (white Properly t1ivner•Noise Ansaeltr ion A reemient Page 2(,/'' Packet Pg. 388 space in sketch) for the Contractor, When doing so, the Property Owner will have the ability to utilize the complete "floor to ceiling" space. ( ) Removing of all excessive furniture and belongings from the condominium that will not fit in the "[designated Storage Space Area", (4) Removing all window and door treatments (such as blinds, drapes, plantation shutters, etc.) and storing them in the "Designated Storage Space Area"; ( ) Removing all electronic and dust-sensitive items from their � condominium or wrapping with protective poly before staring them in the "Designated Storage Space Area" ( ) Removing all wall hangings (such as mirrors, pictures, hanging shelves, etc.) and staring them in the "Designated Storage Space Area"; CL (7) Loving all small items and belongings into either the closets or bathrooms as outlined in the Tesignated Storage Space Sketch" . ,After completion of the NIP construction, the Property Owner shall 1­_ meet all Post-Construction requirements to include: CL (1) 'loving of all furniture and belongings stared in the "Designated Storage Space Areas" back to their original positions in the condominium: ( ) Moving of any excessive furniture and belongings back into >_ the condominium; CD r ( ) Re-installation of all wall treatments, door treatments and , wall hangings back to their original positions in the condominium. c, In the event the Property Owner fails to perform any and all of the above Pre-Construction responsibilities, the Property Owner shall be removed from NIP participation and the Property Owner shall be liable to the County and/or Contractor for any and all resulting damages and all direct and indirect costs related thereto. CL d. In the event the Property Owner fails to perform any and all of the above Post-Construction responsibilities, the Property Owner shall be liable to the County and/or Contractor for any and all resulting damages and all direct and indirect costs related thereto. 7. Impeding, Construction. Once construction of the Program Improvements begins, the Property Owner shall not impede construction or alter construction schedules. In addition, the Property Owner shall prevent any and all tenants that may occupy the Property during the construction of the Program Improvements from impeding construction or altering construction schedules. In the event the Property Owner or any tenant occupying the Property impedes construction or Packet Pg. 389 C.17.i! alters the construction schedule, the Property Owner shall be liable to the Contractor and the County for any damages and all direct and indirect costs related thereto. Safe Working Environment. The Property Owner shall be responsible for providing a safe working environment for the Program Manager, Contractor, subcontractors, suppliers, and City, County, Mate and federal inspectors. a. Throughout all phases of design and construction of the Program Improvements, the Property Owner shall be responsible for; (1) Providing a working environment that is free from potential health risks, biohazard conditions, hazardous chemicals, obstacles, weapons of any kind and/or explosives; ( ) Refraining from verbal abuse or profanity-, r ( ) Refraining from aggressive physical contact; and CL ( ) Insuring that all pets are completely secured and contained. b. In the event the Property Owner fails to meet any of the foregoing conditions, the Program process may, at the County's discretion, be temporarily suspended at any time. In such event, the Program Manager shall notify the Property Owner in writing, stating the corrective action(s) and/or condition(s) required to be CL - completed or performed by the Property Owner prior to the County resuming the Program process. c. In the event the Program process is not resumed due to theCD Property Owner's failure to complete the corrective action(s) and/or condition(s) required by the Program Manager, the Property Owner shall be liable to the County , and/or Contractor for any and all damages and all direct and indirect costs related thereto. d. If the Program process is resumed, the Property Owner shall be liable to the County and/or Contractor for any and all damages and all direct and indirect costs related to or caused by the temporary suspension of the Program process. CL g. Construction Delays. wring the construction period, the Contractor may experience unforeseen complications relating to the installation of the Program Improvements. The construction contract shall provide that delays related to these unforeseen complications are beyond the control of the Contractor and shall be excused so that the time for completion may reasonably be extended. Construction schedules may also be revised if there is a delay in awarding of the contract or if the Program Improvements have to be rebid in the event of lack of bidding contractors and/or failure of the lowest responsive, responsible bidder to execute the contract* provide a payment and performance bond or show proof of required insurance. 10. Changes to Scope cif Wor . The Program Tanager reserves the right to make changes to the plans and specifications and the Program Improvements, at its ProperlY Owner Noise Insulution Agreement page 4 q1'28 Packet Pg. 390 sole discretion, at any time during the Program process, provided such changes do not reduce the scope or quality of the Program Improvements described in Exhibit C and such changes are necessitated by the discovery of hidden conditions net readily detectable during normal property inspection procedures. 11. Acceptance of Work. Upon completion of the Program Improvements, e Program Manager shall inspect or cause the inspection of the Program Improvements to determine if they were completed pursuant to the terms of the contract. The Program Manager retains sole discretion and authority on program conformance and performance issues as they relate to the Contractor, subcontractors, suppliers and acoustic designs. The Property Owner is, requested to attend the Substantial Completion Inspection and provide input to the Construction Manager with respect to the identified punch-lust items. In addition, the Property Owner is welcome to attend the Final Inspection. In the event the Property Owner elects to not attend the Substantial Completion ,and Final Inspections, they release and surrender their ability to provide input to the Construction Manager with respect to the acceptance of the CL Program Improvements. In the event there is a disagreement between the Property Owner and the Program Manager as to a conformance or performance issue, the Property Owner shall be required to submit the discrepancy in writing to Monroe County — (representative to be defined before the N/P construction process) within 7 days of the inspection giving rise to the discrepancy. Monroe County shall then make a determination as to the acceptability of the conform ancelperformance issue and any remedial action that may need to be taken. Monroe County shall be the final arbiter of any conform ance/perforrnancelissues Failure by the Property Owner to submit the written complaint within the time period specified above shall thereafter foreclose the Property Owners right to file such complaint. CD 12. Termination o A_qr ement. The Property Owner understands that r the signing of this Agreement initiates both the BID and CONSTRUCTION PHASES o the Program Improvements to be performed in accordance with the Program. Therefore, if the Property Owner attempts to terminate this Agreement or otherwise impedes the progress of the performance of the Program Improvements after the award of the construction contract, the Property Owner will be liable to the County for any and all damages and all direct and indirect costs caused thereby. CL 13, Warranties. The County does not represent or warrant the level of noise reduction that the Property Owner will experience within the Property as a result of the Program Improvements performed as part of the Program. a. The County agrees that its contract with the Contractor will 'include standard one (1) year warranties from the Contractor for all materials and workmanship. Such one-year warranty period shall commence as of the time of the acceptance of the work as provided for in Paragraph g. b, At the end of construction, the Program Manager will provide the Property Owner with a Warranty & Final Closeout Package which will contain copies of the warranty policies, product instructions, design documents and legal documents. As a condition of receiving the Warranty & Final Closeout Package, the Property Owner Pr~uptJr'y(Avne7rr Noise Page 5 r.ri'f` Packet Pg. 391 C.17.i must first submit a completed NIP Property Owner Satisfaction Survey to the Program Manager, After receiving the Warranty & Final Closeout Package„ the Property Owner understands that the warranty policies for products used in the construction of the Program Improvements differ among product manufacturers. In the event of claim, the Property Owner is solely responsible for pursuing all future product warranty issues directly with each product manufacturer. c. In the event of a claim, the property Owner shall be solely responsible for, and agrees to contact the Contractor or product manufacturer directly to coordinate any required warranty service and agrees to Look solely to the general contractor or the product manufacturer for fulfillment of all warranties and for resolution of all product or construction warranty isue(s): ( ) The PropertyOwner's inquiry is not directly related to either construction warranties or product warranties (such as window cleaning or product maintenance) regardless of whether the Property Owner's inquiry arises during the one- ear warranty period from the Contractor or thereafter; CL ( ) The Property Owner believes that warranty service is required with respect to construction warranty issues, and the one-year warranty period from the general contractor has expired; ( ) The Property Owner believes that service is required with CL _ respect to product warranty issues, the advertised warranty period for the product has not expired, and the manufacturer is currently conducting its business; and (4) The Property Owner believes that service is required with respect to product warranty issues, and the advertised warranty period for the product CD has expired. . Pre-Existing Deficiencies. The Property Owner will be required to sign Exhibit Q (Deficiency Hold Harmless Agreement) which will impute all responsibility and liability to the Property Owner for any and all present Pre-Existing Deficiencies at the Property, whether seen or unseen. CL 15. Pre-Work Peouirements. The Property Owner will be required to complete any and all Pre-'Fork, as required by the NIP to successfully accommodate the NIP acoustic modifications. The Property Owner will be re uired to complete all designated Pre-Work items utilizing their own funds and per the required deadlines as established by the NIP. In the event the Property Owner fails to complete the designated Pre-Work items by the established NIP deadline, the Property Owner shall be removed from NIP participation and the Property Owner shall be liable to the County and/or Contractor for any and all resulting damages and all direct and indirect costs related thereto. 16. it of f ey West_"I"Hard-Wired" Smoke Alarm Reouirernent. In compliance with the City of Key West Fire Marshall and the City of Key Vest Building [department construction permit issuance requirements, the Property Owner will be required to install 120-volt "hard-wired" smoke alarms in their condominium in _.. _ _.......... ...... Prol-vov Owner Noise Insulation_ greeinew. &ge 6 eat'8 Packet Pg. 392 accordance with all applicable codes and regulations by the required deadline as established by the NIP. The Property Owner will be responsible to ensure that the smoke alarms are not installed in same areas within the condominium where NIP modification work will occur, to avoid any potential impedance to the NIP construction parocess. In the event the Property Owner fails to install the designated "hard-wired" smoke alarms by the established NIP deadline, the Property Owner shall be removed from NIP participation. 1 . Suspension of Program Process. The Program process may be temporarily suspended at any time during the design and/or construction phases upon the discovery of Deficiencies due to their potential impact on the Program Improvements and product warranties, The Program process will not resume until the Property Owner has corrected all related problems to the satisfaction of the Program Manager. In the event repairs are not completed in a timely manner, the Property Owner will be liable to the County for any and all damages and all direct and indirect costs due to delay and/or stoppages oft e work, CL 18. Limitation on Alterations to the Property. The Property Owner agrees not to make alterations, or to permit any tenant occupying any portion of the Property to make alterations to the existing windows, doors and/or walls from the time of the Design process until the construction of the Program Improvements have been completed. Exceptions to this rule must be pre-approved in writing by the Program Manager, Failure to adhere to this requirement may, at the option of the Program CL Manager in its sole discretion, result in an immediate suspension of the construction of = the Program Improvements on the Property. The Property Owner will be liable to the County for all direct and indirect costs associated with unapproved alterations and >_ damages related thereto. CD 19. Pre and Post-Construction Noise Testing Process. Pre- & post- construction noise testing is a very important Program process that is designed to measure and determine the actual achieved noise level reduction level at treated properties. If selected by the Program Manager for pre- & post-construction noise testing, the Property Owner agrees to provide access to their property for testing and agrees to not to make alterations to the interior of their property (with the exception of repairs ofDeficiencies) from the time of the pre-construction noise test to the post CL - construction noise test. In an effort to insure consistent noise data collection, the Property Owner also agrees to preserve the interior layout of furniture, floor coverings and window treatments from the time of the re-construction noise test to the post- construction noise test. The Property Owner understands that the failure to adhere to this requirement may result in corruption of the noise testing data. Therefore, the Property Owner understands they may be liable to the County, for any direct and indirect noise testing costs in the event these requirements are not met. g. Cooperation, As reasonably requested, the Property Owner shall cooperate with the Contractor, the Program Manager and Monroe County in the performance of all phases of the Program Improvements including, but not limited to, the removal and reinstallation of rugs, wall hangings and furniture as necessary. P opetrl1v f1goier Noise h7sulation,-gr°eerr eni P(4, e ;"q1.2< Packet Pg. 393 1. Utilities, The Property Owner shall permit the Contractor to use, at no cost to the Contractor or the County, existing utilities such as light, heat, power and water necessary to carry out the Program Improvements. . Cesin and Bid Process Access. At scheduled times and/or upon not less than twenty-four 4) hours advance notice (aria /P email and/or letter), the Property Owner agrees to provide to the Program Manager, Contractor, subcontractors, suppliers, City, County, State and federal inspectors and consultants access to the Property to collect and develop all final design and bid documents. These visits could include, but not be limited to, property survey, design survey, hazardous material inspection, pre-noise testing and pre-bid visit. In the event the Property Owner fails to provide access to the Property for all required NIP Design and Bid Process visits; the Property Owner shall be removed from NIP participation. . Pre-Construction Access. The Property Owner agrees to provide access to the Property forty-eight (4 ) hours prior to the scheduled start of NIP construction. This short visit will provide the Program Manager with the ability to ensure CL that the Property Owner has met all furniture storage responsibilities. Failure could result in the suspension of the scheduled NIP construction and the Property Owner shall be liable to the County and/or Contractor for any and all resulting damages and all direct and indirect costs related thereto.. 4. Pre and Post Construction Access. At scheduled times and/or CL _ upon not less than twenty-four ( 4) hours advance notice (v/ 1' /P email and/or letter) , and per the established NIP construction schedule assignment, the Property Owner agrees to provide to the Program Manager, Contractor, subcontractors„ suppliers, City. County, Mate and federal inspectors and consultants access to the Property to provideCD -� all required NIP Pre-Construction and Post-Construction visits. These visits could include, but not be limited to finall measurement, pre-construction inspections, review of Designated Storage Space requirements, post construction inspections and post, construction noise testing. In the event the Property Owner fails to provide access for all required NIP Pre and Post Construction visits, the Property Owner shall be removed from NIP participation and the Property Owner shall be liable to the County and/or Contractor for any and all resulting damages and all direct and indirect costs related thereto. CL . Construction Period Access, Upon award of NIP construction contract, the Contractor will provide the Program Manager with their final construction schedule, which will include the required number of calendar days to complete the NIP construction in each of the participating condominiums. Based on this schedule, the Program Manager will assign each Property Owner with a designated number of calendar days in which construction will occur in their condominium, The Property Owner agrees to relocate from their condominium for the entire assigned time period. In addition, the Property Owner agrees not to reenter their property for any reason during their assigned construction period due to safety concerns and the potential to negatively impact the Contractor. In the event the Property Owner fails to provide access for their assigned construction time period, the Property Owner shall be removed from NIP Packet Pg. 394 C.17.i! participation and the Property Owner shall be liable to the County and/or Contractor for any and all resulting damages and all direct and indirect costs related thereto. Construction Period Extension Due to Hurricanes. Since the NIP construction period will extend into the Ivey West hurricane season, there is potential for construction delays and/or stoppages, beyond the control of the Contractor, in the event of a threat of an approaching hurricane and/or an actual hurricane event. Due to this possibility, the Property Owner understands that delays may occur in addition to their originally assigned construction time period, without any fault or cost to the Contractor and Program Manager. Furthermore, the Property Owner agrees to relocate from their condominium for all additional calendar days resulting from TIP construction work stoppages due to a hurricane threat or event at no cost to the County, Contractor and/or Program Manager. In the event the Property Owner fails to provide the required additional access to their condominium due to hurricane-related work stoppages, the Property Owner shall be removed from NIP participation and the Property Owner shall e liable to the County and/or Contractor for any and all resulting damages and all direct CL and indirect costs related thereto. 7. Discovery o Pre-Existing Deficiencies During Construction. In the event the Contractor discovers pre-existing deficiencies at the Property during the NIP construction process that negatively Impact the installation of the NIP improvements, the Property Owner agrees to immediately repair and remediate such deficiencies in an effort to reduce any negative impact on the scheduled construction period. The Property CL Owner understands that, depending on the timing of the pre-existing deficiency repair, the NIP construction period may need to be extended, at no fault of the Program Manager or Contractor. CD �- . Impact of Unforeseen KWIBTS Building Conditions on Construction Schedule. The Property Owner understands that unforeseen building conditions that may arise during the NIP construction may have the potential to increase the original scheduled duration of construction, which is not the fault of the Program Manager nor Contractor. The Property Owner needs to plan for the "worst-case" passibility that the originally-scheduled construction completion date may be delayed a few additional days due to unforeseen building conditions that may, arise and complicate the NIP construction. CL . Existing—Window / Door Treatments, Shades and Blinds. The Property Owner understands that, after the installation of new NIP acoustic window and doors, the existing window and/or door treatments, shades and blinds may not be compatible nor able to be re-installed due to size differences between the new and existing windows and doors. g, Existing Crown Molding. During the installation of the new acoustic windows and doors, the NIP will be providing new "standard" replacement interior trim and sills. The Property Owner understands that the NIP replacement trim will not match custom and/or specialized crown molding patterns and/or custom window and door trim, after the completion of the (SIP modifications, the Property Owner will have the ability to make modifications to the NIP interior trim at their own expense. Properiv Owner Noise 1nsulotionAgreement Page c?j 2K Packet Pg. 395 C.17.i! 1. Communication Requirements, The Property Owner agrees to read and review all NIP emails and/or letters in a timely fashion which are being provided by the NIP to ensure schedule conformance. In the event the Property Owner fails to meet this requirement, it could result in removal from NIP participation.. 3 . Title Examination. The Program Manager has obtained or will obtain, at its sale cost and expense, an "Abstract of Title` to ensure that the Property title is free from liens and/or title defects. 33. Cooperation in Clearing Title. Prior to the commencement of construction of the Program Improvements, the Property Owner shall cooperate with the County in order to (i) correct any title defects affecting the Property which are disclosed by the "Abstract of Title and in the sale determination of the County may serve to invalidate the Easement„ and (ii) secure the written consent of any and all mortgage holders to the Property Owner's conveyance of the Easement to the County if the County determines that it is necessary or desirable to do so (collectively, the "Title Matters"). If, prior to the commencement of construction of the Program Improvements, CL the County, in its sole discretion, determines that the Title Matters affecting the Property may invalidate the Easement, this Agreement shall be null and void, and the Easement shall be terminated 3 . Federal Assurance. As required by the Federal Aviation Administration, the Property Owner agrees to the following provisions: CL _ a. The Property Owner shall subject the construction work on the project to such inspection and approval during the construction of the Program � Improvements and after completion of the Program Improvements as may reasonably be requested by the Program Manager and/or Monroe County. CD r b. After final completion of the Program Improvements, the Property Owner shall assume the responsibility for maintenance and operation of the items installed, purchased or constructed under this Agreement. Neither the Federal Aviation Administration nor the County bears any responsibility for maintenance and operation of these items. CL 35. Reduction of Fresh Air Infiltration. The Property Owner will be required to sign Exhibit E (Ventilation hold harmless Agreement) which imputes all responsibility to the Property Owner for the proper maintenance of interior moisture and humidity levels. 36. alva e of Materials & Equipment. If the Property Owner desires to retain any of the material or equipment removed from the Property as a result of the Program Improvements, the Property Owner shall arrange for the salvage of said materials and equipment directly with the Contractor at the Property Owner's sole risk and expense, The County assumes no responsibility for the condition of the material, equipment or surrounding surfaces as a result of the owner requested salvage. The Property Owner and the Contractor shall„ prior to the commencement of construction, agree upon and execute a document listing those items to be salvaged In the absence Packet Pg. 396 C.17.i! of such a written agreement, all items shall become the property of the Contractor. Materials and equipment not listed for salvage by the Property Owner shall become the property of the Contractor. . 'Property Insurance. During Program construction period, the Contractor will provide builder's risk insurance for the Property. The Property Owner shall have the option, at the Property Owner's sole cost and expense, to maintain a homeowner's insurance policy for the duration of the construction of the Program Improvements. The Property Owner understands that, following final completion, the Contractor's builder's rise insurance will cease, and it is advisable for the Property Owner to obtain insurance to cover any value added to the Property by the Program.. 38. Timing and Effects of Construction, The Property Owner understands that there is a chance that construction itself may exceed the Contractor's original projected construction time period. The Property Owner also understands that the construction may involve substantial inconvenience and could generate significant quantities of dust and debris rendering portions of the Property uninhabitable for CL extended periods of time. 89. Labor and Material Release. The Property Owner releases and forever discharges any and all claims suits and actions against the Program Manager the County and its officers, employees, agents, consultants; and contractors and suppliers with respect to issues relating to the conformance of labor, materials and _ acoustic designs utilized in the Program Improvements. Nothing in this paragraph shall , limit the warranties for materials and workmanship contained in the contract with the general contractor. �- 40. Sale of Property. In the event the Property Owner sells, conveys or CD otherwise transfers title to the Property before the completion of all phases of the Program process, the Property Owner hereby agrees to provide the buyer with a copy of this Agreement prior to the closing on the sale, conveyance or other transfer, and to transfer all of the Property Owner's responsibilities and obligations under this Agreement to the buyer as a condition of the purchase, conveyance or other transfer of the Property. CL 41 'waiver. No waiver of, acquiescence in, or consent to any breach of any terra, covenant or condition hereof shall be construed as, or constitute, a waiver of, acquiescence in, or consent to any other, further or succeeding breach of the same or any other term, covenant or condition hereof. 42a Release of Easement. In the event that this Agreement is cancelled or the County determines that the Easement should be released of record, the Property Owner, upon written request by the County, shall pay to the County the sure of One Hundred Dollars 'l g. ) to cover the costs of the preparation and recording of the Release of Easement document in the public records of Monroe County, Florida... Property Owner understands that it is the Property Owner's responsibility to unsure such payment is made in order to "clear" the title to the Property. 1'rrJ Jt 1w L ye l'arr`.sc Insulation rn Agreement Page 11 qf'8 Packet Pg. 397 C.17.i! 43, Authority to Execute On Behalf Of County. By Resolution No. 111- ZQD4, duly motioned and passed at a lawfully announced public meeting, the Board of County Commissioners of Monroe County, did, on the 17th day of larch 2004, grant full authority for the County Administrator to execute this Agreement on behalf of the County without further action by the Board of County Commissioners. 44, Attachments, Attachments to this Agreement include the following, which are incorporated into this Agreement by reference. a. Exhibit A: Program Policy Statements. b. Exhibit B: Legal Description of Property c, Exhibit C: Program Improvements. ti d. Exhibit D: Deficiency Hold Harmless Agreement e. Exhibit E: Ventilation Hold Harmless Agreement 4 , General Conditions. a Governing Law, Venue, Interpretation Costs, and Pees. CL (1) This Agreement shall be governed by and construed in — accordance with the Laws of the Mate of Florida applicable to contracts made and to be performed entirely in the Mate- (2) In the event that any cause of action or administrativeCD proceeding is instituted for the enforcement or interpretation of this Agreement, the County and Property Owner agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. (3) The County and Property Owner agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of therm, the issue shall be submitted to mediation prior to the institution of any other CL administrative or legal proceeding. (4) The Country and Property Owner agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, court costs, investigative, and out-of-pocket expenses} as an award against the non-prevailing party, Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. b. Binding, Effect. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Property Owner and their respective legal representatives, successors, and assigns. Prr,peqy levier ) oise lrrsidutiori Agreement Pcrge l'(?j'2 Packet Pg. 398 C.17.i! c. Severability. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants„ conditions and provisions of this Agreement shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. d. Authority. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and Property Owner action, as may be required by law. e. Duration of Agreement. This Agreement shall commence upon the execution of this Agreement, subsequent to execution by the Property Owner and by the County and shall remain in effect for a period reasonably required to effect the CL Program Improvements (the "Term") except as may be sooner terminated in accordance with the provisions of this Agreement. . Acceptance of Gifts. Grants, Assistance Funds, or Bequests. The r County and Property Owner agree that each shall be, and is, empowered to accept for for the the benefit y all of is, grants, assistance funds, or bequests to be used CL purposes of this Agreement. g. Maims for Federal or State ,Aid. The County and Property Owner agree that each shall be, and is, empowered to apply for, seek, ,and obtain federal and LU LU state funds to further the purpose of this Agreement; provided that all applications, CD requests, grant proposals, and funding solicitations by the Property Owner shall be approved by the County prior to submission. h. Adjudication of [disputes or Disagreements. The County and Property Owner agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any CL party shall have the right to seep such relief or remedy as may be provided by this Agreement or by Florida law. i. Nondiscrimination. The parties agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order, The parties agree to comply with all 'Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1954 (P 8- 52), which prohibit discrimination in employment on the basis of race, color, religion, sex, and national origin; ) Title IX of the Education Amendment of 1 g , as amended (20 USC §§ 1581-158 , and 15 5-15 5), which prohibits discrimination on the basis of sex; ) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC § 794), ........ ....... Packet Pg. 399 which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 U C §§ 1 1-6107), which prohibits discrimination on the basis of age, 5) The [drug Abuse Office and Treatment Act of 1972 (PL 92-266), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment ,and Rehabilitation Act of 1970 (PL 91 616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, 528 and 527 (42 U C §§ 690dd-8 and 290ee-8), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title '' III of the Civil Rights Act of 1968 (42 UC §§ 8601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 U C §§ 12101), as amended from time to time, relating to nondiscrimination in employment on the basis of disability; 10) Monroe County Code Chapter 14, Article 11, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age, and 11) any other nondiscrimination provisions in any federal or state statutes which may apply to the CL parties to, or the subject matter of, this Agreement. j. Cooperation. In the event any administrative or legal proceeding is instigated against either party relating to the formation, execution, performance, or r breach of this Agreement, the County and Property Owner agree to participate. to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the — services under this Agreement. The County and Property Owner specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement or any Attachment or Addendum to this Agreement. CD k. Books, Records, and Documents. The County and Property Owner shall maintain boobs, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for audit purposes during the term of the Agreement and for four years following the termination of this Agreement. CL 1. Covenant of No Interest. The County and Property Owner covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. m. Code of Ethics. The County agrees that the officers and employees of the County recognize and will be required to comply with the standards of conduct relating to public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; going business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship, and disclosure or use of certain information. P'ropert),Owner Noise Prtsidation A r<renaent M ge 14 re1'28 Packet Pg. 400 C.17.i! n. No Solicitation/Pa moment. The County and Property Owner warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the Property Owner agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. o. public Access. property Owner must comply with Florida public records laws„ including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and Property Owner shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters CL or other "public record" materials in its possession or under its control subject to the provisions of Chapter 11 , Florida Statutes, and made or received by the County and Property Owner in conjunction with this contract and related to contract performance.. The County shall have the right to unilaterally cancel this contract upon violation of this r provision by the Property Owner. Failure of the Property Owner to abide by the terms of this provision shall be deemed a material breach of this contract and the County may CL enforce the terms of this provision in the form of a court proceeding and shall, as a — prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with than proceeding, This provision shall survive any termination or expiration of the contract. CD The Property Owner is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.9791 and the terms and conditions of this contract, the Property Owner is required to: (1) Keep and maintain public records that would be required by the CL County to perform the service. ( ) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. ( ) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Property Owner does not transfer the records to the County. ( ) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Property Owner or keep and maintain public records Property,t l)ivner•Noise Insulation Agreement fare 1_5 of-28 Packet Pg. 401 that would be required by the County to perform the service. If the Property Owner transfers all public records to the County upon completion of the contract, the Property Owner shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Property Owner keeps and maintains public records upon completion of the contract, the Property Owner shall meet all applicable requirements for retaining public records, All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. ( ) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records„ the County shall immediately notify the Property Owner of the request, and the Property Owner must provide the records to the County or allow the records to be inspected or copied within a reasonable time. CL If the Property Owner does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the Property Owner, A Property Owner who r fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under Section 119,10, CL Florida Statutes. — If the property owner has questions regarding the application of chapter 119, Florida statutes, to the property owner's duty to provide public records relating to this contract, contact the custodian of public records, Brian Bradley, at ( g ) 292- 470, bra le - CD brian@monroecounty-ft.�ov, Monroe County Attorney's office, 1111 12th Street, Suite 408, Key West, FL 33040, p, Non-Waiver of Immunity. Notwithstanding the provisions of Sec. 7 .2 , Florida Statutes, the participation of the County and Property Owner in this Agreement and the acquisition of any commercial liability insurance coverage, self- insurance coverage„ or local government liability insurance pool coverage shall not be CL deemed a waiver of immunity by the County to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver.. q. Privileges and Immunities. All of the privileges and immunities from liability„ exemptions from laws, ordinances, and rules; and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers„ agents, volunteers, or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County, r. Legal Obligations and Responsibilities; Non-Delegation of Constitutional or atatutory [duties. This Agreement is not intended to; nor shall it be construed as, relieving any participating entity from any obligation or responsibility Propertt,Oivner Noise Insulation Agreement Page 16 gf`28 Packet Pg. 402 imposed upon the entity by law except to the extent of actual and timely performance thereof by any other participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statutes, case law, and, specifically, the provisions of Chapters 125 and 1 , Florida Statutes. s. Non-reliance Non-Parties. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and Property Owner agree that neither the County nor Property Owner or any agent, officer„ or employee of each shall have the authority to inform„ counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities; have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. CL t. Attestations. The Property Owner agrees to execute such documents as the County may reasonably require in the performance of the obligations and duties of the County or Property Owner under this Agreement. u. No Personal Liability. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or — employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. CD `D r v. Execution in Counterparts. This Agreement may be executed in , any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. w. Section pleadings. Section headings have been inserted in this CL Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. Pr(.v,?ertv�Oivn r Noise Insulation Agreeinew of 28 Packet Pg. 403 C.17. IN WITNESS , the Property Owner and the County have executed this Agreement as of the day andr first above written. WITNESSES: PROPERTY OWNER: $1 nature �. 1 Sig ure Pdnte m _ ... ...... p Printed Name N dig re Printed Name CL CD WITNESSES: PROPERTY OWNER: I � signature Signature Printed Name Printed Name signature Date , Printed Name CL MONROE COUNTY BOARD OF COUNTY COMMISSIONERS: i (Seal) MAYOR / CHAIRMAN: Attest: KEVIN , CLERK Deputy Clerk Signature i I t OR Property Owner Noire Insulation Agreement ._ Page 18 of 2 OUNTY vP Packet,Pg.404 w w . r rim PROGRAM POLICY STATEMENT Exhibit To Property Owner Noise Insulation Agreement A. Air Conditioning_. General Restrictions. While providing a new ductless "mini- � split" AC system to your condominium as a part of the Noise Insulation Program modifications, the following limitations and restrictions will apply to all condominiums: 1. All condensing units will be installed on the balcony . All refrigerant lines (running from the balcony condensing unit) will be installed consistent with KWBTS Board policy rules, maintaining a maximum height of inches. . All condensate lines will be installed on the building exterior consistent with KWBT Board policy rules to ensure the highest level of consistency and building architectural aesthetics. . All interior AC lines (refrigerant, condensate, electrical) and Energy Recovery 'ventilator (ERV) ducts will be housed in new vertical wall and corner pilasters which CL _ will be constructed to match the quality of existing walls. The number and locations of the new vertical wall and corner pilasters will differ depending on your unique condominium floor plan, and number of bedrooms. The NIP executive architect will review this information with you at your NIP [design Review Meeting. Only electrical service panels that are determined by the Program Manager to be CD deficient will be replaced by the Program, as a part of the Noise Insulation Program modifications. B. Window Sill Replacement. Due to the presence of asbestos, the NIP will provide a new custom wood surround and sill instead of the existing gypsum beard surround. Due to this revised plan, existing custom sills (marble, granite, mood') will not be replaced. This revision will be an improvement, while decreasing constriction costs and improving CL time efficiencies. C. Custom Crown Molding and Baseboards Restrictions The new asbestos abatement requirements will restrict the ability to remove existing custom trim and baseboard prior to construction (as originally assumed), which will not allow sufficient time for the awarded general contractor to secure custom matched replacement trim.. Therefore, existing crown moldings, wall trim, and base, the contractor will, instead„ cut the existing wood trim flush to the face of the new pilaster or thru wall ac-infilil. At new pilaster locations and, if the thru wall ac infill abuts the existing baseboards, the contractor will install a standard ( 14" x -1/' ') painted wood trim to abut the existing trim, rather than attempting to match the existing custom trim profiles and materials. After the completion of the NIP construction, the property owner will Fxhr le,-i -Propers'),Ovi r er Noirse Insulation Agrezrm ern Page 19 ol'28 Packet Pg. 405 have the option to replace the installed trim with other custom trim to match the existing materials and profiles. D. Door Threshold heights. Due to stringent Florida hurricane impact and water infiltration building codes, all new aluminum acoustical prime entry swinging deers and sliding glass patio doors will have thresholds that are considerably higher (from the floor) than existing door thresholds. These higher door thresholds are designed to provide optimum protection to the interior of a condominium from water infiltration during a hurricane. E. KWBTS Asbestos Testing As required by state and federal requirements, THC conducted asbestos testing on all participating KWBTB condominiums in Buildings A, B and C during the November 2017 to April 2018 time period. This testing included collecting 7 to g samples at each condominium to include gypsum board joint compound, window glazing, and exterior window and door caulking. In addition, random exterior stucco samples were collected CL on both the "walkway" and "courtyard / balcony" building elevations. Depending on the laboratory analysis of these samples, the presence of asbestos containing materials (ACM) have the potential to impact several areas of the NIP Ca construction process to include; - window removal and acoustic window installation, CL _ - door removal and acoustic dour installation, - removal of portable "through-wall" AC units and the infilling of openings, - ceiling cuts required for installation of the ductless A , wall cuts required for the installation of the ductless A , CD `D - construction of vertical wall pilasters required for installation of the ductless AC system & FRS ducts, - construction of closet soffit for installation of the ER" . F. Asbestos Abate ent Reguireme_is In the event any samples show a presence of asbestos containing material (ACID), the CL awarded NIP contractor will be required to perform the following abatement requirements during construction; If samples shove a p,resence of ACM < 1% The NIP contractor will be required to comply with OSHA worker safety requirements to include worker respirators, poly curtains in all areas where the surfaces are disturbed and the use of NFPA vacuum cleaners in the areas where surfaces are chipped, cut and/or sanded. Exhib A - Proper v Owner Noise hisulation A r°eanent Page 0 uJ'8 Packet Pg. 406 If samples 'show a presence of ACM >1% The NIP contractor will be required to perform full asbestos abatement procedures as directed by the Environmental Protection Agency (EPA) to include: - Construction of ACM containment barriers in all areas (walls, ceilings, closets, window Idoors), approximately 4 feet from all walls and areas impacted by the CHIP modifications. - Abatement and bagging of AC (resulting from demolition ,process) by certified asbestos abatement staff.. - Air sampling of containment areas and clearance of all areas by certified asbestos abatement staff to allow access to containment areas by traditional (mart-abatement) workers. r - TIC will be required to provide executive oversight of all ACM abatement CL processes in all condominiums throughout the RIP construction process to ensure proper compliance with federal and state abatement guidelines. - The presence of ACM will have a significant impact on the NIP construction process, lengthening the construction period and increasing the sequencing CL and coordination requirements of contractor crews. - Given the cost to provide required asbestos abatement procedures, the FAA will require THC to develop a design and construction plan that minimizes the disturbance of ACM to ensure the minimization of construction costs, CD duration, and liability to the contractor and KWBTS property owners. This plan will result in new property owner requirements and design restrictions which are outlined below. G. KWBTS BOARD Authority of Design Dec1sions. The KWBTS Board will have the CL Authority to make several of the Program design decisions to include; 1 . Acoustical Window and Door Material . Acoustical Window and Door Color and Hardware Finishes . Acoustical Window and Door Operational Styles 4. Interior Ductless "Mini-Split" AC System Installation Requirements . Interior Ductless "Mini-Split" AC System Interior Soffit Design and Placement . In-Filled Kitchen Prime Door Policy Treatment Evhibft,4 - Pr-opertY Owner Noise fnsulatio ,x gr•c>ernent Page 1 c?1 8 - Packet Pg. 407 C.17.i! LEGAL DESCRIPTIONCAP PROPERTY Exhibit To Homeowner, Noise Insulation Agreement Apartment Unit known as Unit 106-A, Atlantic Tower, KEY EST BY THE SEA, a Condominium, according to the declaration of Condominium recorded in Official Records Book 589, at page 370, of the Public Records of Monroe ti County, Florida. CL CD CL CL I xhibii B-Proper•t};()wrier Noise Insulation Agreen'le at Puge 22(?1' 8 Packet Pg.408 PROGRAM IMPROVEMENTS Exhibit C o Homeowner Noise Insulation Agreement This Exhibit C represents the Program Improvement package for an eligible home that includes the Program Improvements developed by the Program Manager to reduce the interior environment of a property by a minimum of five ( ) decibels. A typical Program Improvement package may include: r Architectural Drawings CL Replacement Aluminum Acoustical Windows Ca w Replacement Aluminum Acoustical Swinging Prime Door(s) Ca Replacement Aluminum Acoustical Sliding Glass Patio Door(s) CL CD CL Exhibit Cl- ProperlY Owner r°Noise Insulation Agr furs eni P(rkge 2 r j 28 Packet Pg. 409 C.17.i! DEFICIENCY L LESS AGREEMENT Exhibit D To Property Owner Noise Insulation Agreement 1, In partial consideration of the compensation to be paid on behalf of the County and the Program for the Program Improvements to be made to the Property described in the Agreement of even date herewith (the `Agreement") between the County and Property Owner and to which this Exhibit Q is attached, the undersigned, for and on behalf of the undersigned and the heirs, personal representatives, successors„ and assigns of the undersigned, forever releases, remises, discharges, indemnifies and covenants not to sue, institute claims against, or institute any proceedings against, the CL County, or any of its agents, officers, employees, consultants and/or contractors concerning any and all claims, demands, damages, actions or causes of action of whatsoever kind and nature on account of bodily injuries or death, damage to the property, and the consequences thereof, and any of the foregoing which may accrue to the undersigned or their respective heirs, personal representatives, successors and assigns in connection with any and all Pre-Existing Deficiencies (the "Deficiencies") against said CL _ County or any of its officers, agents, employees, consultants andlor contractors to be legally liable. . The Property Owner understands and assumes full responsibility for the UJ UJ Deficiencies present in the Property„ whether visible to the Program Manager or unseen.. CD r The Property Owner understands that the Deficiencies include any = deficiencies present in the Property at the time of execution of this Agreement which could include, but not be limited to, code violations, structural damage, water ! moisture damage, hazardous materials, infestation and/or any issue that would negatively impact the installation and performance of the Program Improvements. CL . If visible, the Property Owner understands that the Program Manager may identify and document Deficiencies at any time throughout the Program process (including design, bid and construction processes). if identified and documented, the Program Manager will classify the observed Deficiencies as either "Minor" or "Severe". . The Property Owner assumes full responsibility for the worsening of any documented Minor Deficiencies. . In the rare event "Severe" Deficiencies are identified during the design process, the Property Owner agrees to complete necessary repairs to the Property, to the acceptance of the Program Manager, as a precondition to the commencement of construction of the Program Improvements. In the rare event that "Severe" Deficiencies are ulncovered during the construction period, the Property Owner agrees to complete Fxhibil D- Pr opert.t (Jwner Noise lrrsrrlulion Agr eemerd Pcrge -4 cif 28 Packet Pg.410 C.17.i! necessary repairs to the Property, to the acceptance of the Program Manager to minimize any delay or stoppages of work. 7. The undersigned acknowledge and agree that all of the release and hold harmless and indemnity provisions set forth in Paragraph 1 of this Exhibit Q apply to property damage, injuries; deaths, or damages arising from the Deficiencies and/or all negative impacts that later result after the addition of the Program Improvements. The provisions of this Exhibit Q shall survive the termination or expiration of the Property Owner Noise Insulation Agreement. 8. The undersigned hereby agree that the terms and provisions of this Exhibit _ shall be binding upon and inure to the benefit of the undersigned and their respective heirs, personal representatives, successors and assigns. T MESS P, PROPERTY OWNER: u �, �f CL x Sig` ture — �' ( �OS 0 , 6 r Printed Name Ca Sr a e re CL ( I Rate Printed dame M WITNESSES: PROPERTYOWNER: �- Signature CD Signature Printed Warne Printed Name Signature Date Printed Name CL c WITNESSES: PROPERTY OWNER, Signature Signature Printed Marne Printed Marne Signature f - Date I printed Marne .�J��I�a't )y T'r«�r:r r f 7�l rrc r , `<�isc a"tr:srtl+rtk rr s� r er:ar�rtrt f'rr#e 25 q1+'2 Packet Pg.411 C.17.i! 'VENTILATION HOL RMLE AGREEMENT Exhibit E To Property Owner Noise Insulation Agreement 1. In partial consideration of the compensation to be paid on behalf of the County and the Program for the Program Improvements to be made to the Property described in the Agreement of even date herewith (the "Agreement") between the County and Property Owner and towhich this Exhibit E is attached, the undersigned, for and on behalf of the undersigned and the heirs, personal representatives, successors, and assigns of the undersigned, forever releases, remises, discharges, indemnifies and covenants not to sue, institute claims against, or institute any proceedings against, the CL County, or any of its agents, officers, employees, consultants and/or contractors concerning any and all claims, demands, damages, actions or causes of action of whatsoever kind and nature on account of bodily injuries or death, damage to the property and the consequences thereof, and any of the foregoing which may accrue to the undersigned or their respective heirs, personal representatives, successors and assigns in connection with any and all 'ventilation Deficiencies (the "Deficiencies") against CL said County or any of its officers, agents, employees, consultants and/or contractors to be — legally liable. The Program Improvements may include the addition of acoustical LU windows and doors, removal and infillin of "through-wall" portable air conditioner units CD and the addition of a replacement ductless "mini-split" air conditioning system, Because these modifications will result in a tighter interior environment due to the elimination of all passive inside / outside air leakage that was naturally occurring in all openings, the Program will also include the addition of a energy recovery ventilation ( RV) unit which will provide an adequate exchange of inside / outside air to the condominium as required by building code. CL Given the tightened interior environment of the treated condominium, the Property Owner agrees to assume full responsibility for the proper operation of the new Program ductless AC system and energy recovery ventilation (ER ) unit to avoid the potential for mold and moisture problems, especially during periods when the condominium is closed and uninhabited. Due to FAA eligibility limitations, the Program will not be providing bathroom exhaust fan treatments. Since bathroom tubs and/or showers are a source of moisture generation in the interior environment of a condominium, the Property Owner ,agrees to assume full responsibility for ensuring that all bathrooms have an operable bathroom exhaust fan capable of properly exhausting bathroom moisture to the exterior of the building. It should also be noted that the original KWBTS condominiums were constructed with a small wall vent that was designed to allow the passive exhaust of Packet Pg.412 bathroom moisture in a central building exhaust shaft. Curing the Program design survey process it was discovered the KWBTS buildings lack a solid central building exhaust shaft. Due to this existing condition, these original wall vents (if still present) have the, potential to provide a pathway for unwanted air, smoke and/or gases into the condominium interior. The Property Owner agrees to assume full responsibility for the sealing of original wall vents in all bathrooms and for any and all negative impacts that may result if left untreated. it is clearly a building code violation to duct laundry dryer exhaust to the 1 WBT a central exhaust shaft.. In the event a Property Owner has incorrectly ducted their laundry dryer vent to the KWBTS central building exhaust shafts, they agree to correct this deficiency by properly exhausting their laundry dryer exhaust in an alternative method that meets current building code, at their cost before the initiation of the Program construction process. Furthermore, the Property Owner agrees to assume any and all liability related to the improper ducting of their laundry dryer exhaust. . The Property Owner understands that the Program Improvements will not CL address kitchen and bathroom ventilation and/or excessive interior humidity levels generated by the Property Owner within the interior of the condominium. The Property Ca Owner understands and assumes full responsibility for maintenance of interior moisture and humidity levels. The Property Owner agrees to assume full responsibiliity for any Ca occurrence, reoccurrence or worsening of moisture problems and/or interior humidity levels in the Property. In addition, the Property Owner agrees to assume full CL responsibility for the maintenance and operation of the NIP venting modifications after completion of the Program Improvements. The undersigned acknowledge and agree that all of the release, 'holdCD -� harmless and indemnity provisions set forth in Paragraph 1 of this Exhibit E apply to injuries, deaths, or damages sustained in connection with or as a result of any and all interior ventilation deficiencies arising after the addition of the Program Improvements including, but not limited to, high humidity, mold, mildew,-and/or lack of proper exhaust ventilation. The provisions of this Exhibit E shall survive the termination or expiration of thee.. Property Owner Noise Insulation Agreement. The undersigned hereby agree that the terms and provisions of this CL Exhibit E shall be binding upon and inure to the benefit of the undersigned and their respective heirs, personal representatives, successors and assigns. THE PROPERTY OWNER: s 5 r ��. * Sig ature Sign ure m . f Printed flame S"1u { ' Date Printed Name .__ Exhibit E- F'r•rapeny 0Vv17c1"'N'01*Se lnsulutiorr Agi-eement Page?"q1'28 Packet Pg. 413 - - — WITNESSES- PROPERTY R: � rt Signature Signature - Printed Name - Printed Name Signature Cate Printed Name - - LS h r WITNESSES: PROPERTY OWNER: CL Signature — — co F ,Signature co Printed Name Printed Name CL Signature M - - Date Printed NameUj �.p _ — — CD CL c c 0 M l.,ehib t E- Pi-r,peiitrt,Ovvner°Noise tjrszalcttrorr,4 rtlecfm enl Page 8 q/28 Packet Pg. 414 C.17.j Address: Key West by the Sea Unit No.: A107 Name(s): Allen & French PROPERTY OWNER NOISE INSULATION AGREEMENT KEY WEST INTERNATIONAL AIRPORT, MONROE COUNTY THIS NOISE INSULATION AGREEMENT (this "Agreement") is made and effective the date last below written by and between MONROE COUNTY, a municipal corporation organized and existing under the laws of the State of Florida (the "County"), and the undersigned (the "Property Owner"). N WITNESSETH: WHEREAS, the Property Owner is the sole record owner in fee simple of certain real property located in the City of Key West, County of Monroe, State of Florida, and more particularly described on Exhibit B attached hereto (the "Property"); and WHEREAS, the County is the owner and operator of the Key West International Airport (the "Airport"), situated in the City of Key West, County of Monroe, State of Florida, and in close proximity to the Property; and U) WHEREAS, the County desires to obtain and preserve for the use and benefit of the public a right of free and unobstructed flight for aircraft landing upon, taking off from, or maneuvering about the Airport; and WHEREAS, the Property Owner has elected to participate in the Key West >- International Airport's Noise Insulation Program (the "Program") and, as part of the -- Program, the Property Owner has elected to obtain acoustical treatments and improvements to the Property as more particularly described on Exhibit C attached hereto (the "Program Improvements"); said Program Improvements to be paid for by the County at no cost to the Property Owner and in exchange for the granting to the County of an avigation easement over, across and through the Property; and WHEREAS, the County will enter into a construction contract with a general contractor (the "Contractor') to provide the installation of the Program CL Improvements; and WHEREAS, the Program is managed by the consultant team consisting of a team manager and assistant manager, architect, mechanical / electrical engineer, acoustician and construction manager selected by the County (the "Program Manager"); and WHEREAS, the Property Owner and the County mutually desire to agree to the terms upon which the Property Owner will participate in the Program and receive the Program Improvements upon the terms and conditions provided herein; NOW, THEREFORE, in consideration of the terms, covenants and conditions set forth herein, and other good and valuable consideration, the receipt and Property Owner Noise Insulation Agreement—KWBTS,A107 Page I of 29 Packet iPg.415 C.17.j sufficiency of which are hereby acknowledged, the Property Owner and the County hereby agree as follows: 1. Grant of Easement. Simultaneously with the execution of this Agreement, the Property Owner executed and delivered to the County an avigation easement (the "Easement") which Easement has been recorded in the public records of Monroe County, Florida. The Easement remains in full force and effect and is hereby ratified in all respects. 2. Program Policy Statements. Consistent with the Program and/or Federal Aviation Administration Airport Improvement Program policies and procedures, the Program Manager has developed a series of Program Policy Statements outlining construction and eligibility restrictions. The Property Owner understands that prescribed Program Improvements will be consistent with the Program Policy Statements provided to the Property Owner by the Program Manager. A copy of the Program Policy Statements is attached hereto as Exhibit A. CL 3. Payment of Program Improvements. The County agrees to pay for _ the Program Improvements described in Exhibit C attached hereto. The Program Improvements will be approved by the Property Owner and County, managed by the Program Manager, and performed by the Contractor. 4. Impeding Competitive Bid Process. The Property Owner shall not impede or interfere with the Contractor's ability to select between approved product manufacturers and subcontractors in the preparation of bid submittals. To insure a competitive bid environment, the Property Owner is prohibited from having any discussion or communication with the Contractor in relation to the Program, the contractor's bid, or this Agreement until after award of the construction contract by the County. Failure of the Property Owner to comply with this provision shall, at the option of the County in its sole discretion, result in disqualification from the Program and cancellation of this Agreement. 5. Construction Contract. The County will award the contract for the Program Improvements consistent with Federal and County competitive bidding policies 0. and procedures. The contract will require the Contractor to complete the Program Improvements within a time period defined by the Program Manager. 6. Pre- & Post-Construction Responsibilities. The Property Owner shall meet all responsibilities and requirements pertaining to both pre-construction and post- construction: a. Prior to the start of NIP construction, the Property Owner shall meet all Pre-Construction requirements to include: (1) Removing all valuables (such as jewelry, coins, guns, antiques, heirlooms, etc.) from their condominium; Property Owner Noise Insulation Agreement—KWBTS,A107 Page 2 of 29 Packet;Pg.416 C.17.j (2) Moving of all furniture and belongings into the "Designated Storage Space Area" within the condominium, providing the required "clear area" (white space in sketch) for the Contractor. When doing so, the Property Owner will have the ability to utilize the complete "floor to ceiling" space. (3) Removing of all excessive furniture and belongings from the condominium that will not fit in the "Designated Storage Space Area"; (4) Removing all window and door treatments (such as blinds, drapes, plantation shutters, etc.) and storing them in the "Designated Storage Space Area'; N (5) Removing all electronic and dust-sensitive items from their condominium or wrapping with protective poly before storing them in the "Designated Storage Space Area'; (6) Removing all wall hangings (such as mirrors, pictures, hanging shelves, etc.) and storing them in the "Designated Storage Space Area'; (7) Moving all small items and belongings into either the closets or U) bathrooms as outlined in the "Designated Storage Space Sketch" b. After completion of the NIP construction, the Property Owner shall meet all Post-Construction requirements to include: (1) Moving of all furniture and belongings stored in the r "Designated Storage Space Areas" back to their original positions in the condominium: (2) Moving of any excessive furniture and belongings back into the condominium; (3) Re-installation of all wall treatments, door treatments and wall hangings back to their original positions in the condominium. c. In the event the Property Owner fails to perform any and all of the above Pre-Construction responsibilities, the Property Owner shall be removed from NIP participation and the Property Owner shall be liable to the County and/or Contractor for any and all resulting damages and all direct and indirect costs related thereto. d. In the event the Property Owner fails to perform any and all of the above Post-Construction responsibilities, the Property Owner shall be liable to the County and/or Contractor for any and all resulting damages and all direct and indirect costs related thereto. 7. Impeding _Construction. Once construction of the Program Improvements begins, the Property Owner shall not impede construction or alter construction schedules. In addition, the Property Owner shall prevent any and all tenants that may occupy the Property during the construction of the Program Property Owner Noise Insulation Agreement—KWBTS, A107 Page 3 of 29 Packet iPg.417 C.17.j Improvements from impeding construction or altering construction schedules. In the event the Property Owner or any tenant occupying the Property impedes construction or alters the construction schedule, the Property Owner shall be liable to the Contractor and the County for any damages and all direct and indirect costs related thereto. 8. Safe Working Environment. The Property Owner shall be responsible for providing a safe working environment for the Program Manager, Contractor, subcontractors, suppliers, and City, County, State and federal inspectors. a. Throughout all phases of design and construction of the Program Improvements, the Property Owner shall be responsible for: (1) Providing a working environment that is free from potential health risks, biohazard conditions, hazardous chemicals, obstacles, weapons of any kind and/or explosives; (2) Refraining from verbal abuse or profanity; (3) Refraining from aggressive physical contact; and (4) Insuring that all pets are completely secured and contained. b. In the event the Property Owner fails to meet any of the foregoing _ conditions, the Program process may, at the County's discretion, be temporarily , suspended at any time. In such event, the Program Manager shall notify the Property Owner in writing, stating the corrective action(s) and/or condition(s) required to be >- completed or performed by the Property Owner prior to the County resuming the -- Program process. c. In the event the Program process is not resumed due to the Property Owner's failure to complete the corrective action(s) and/or condition(s) required by the Program Manager, the Property Owner shall be liable to the County and/or Contractor for any and all damages and all direct and indirect costs related thereto. d. If the Program process is resumed, the Property Owner shall be liable to the County and/or Contractor for any and all damages and all direct and indirect costs related to or caused by the temporary suspension of the Program process. 9. Construction Delays. During the construction period, the Contractor may experience unforeseen complications relating to the installation of the Program Improvements. The construction contract shall provide that delays related to these unforeseen complications are beyond the control of the Contractor and shall be excused so that the time for completion may reasonably be extended. Construction schedules may also be revised if there is a delay in awarding of the contract or if the Program Improvements have to be re-bid in the event of lack of bidding contractors and/or failure of the lowest responsive, responsible bidder to execute the contract, provide a payment and performance bond or show proof of required insurance. Property Owner Noise Insulation Agreement—KWBTS,A107 Page 4 of 29 Packet,Pg.418 C.17.j 10. Changes to Scope of Work. The Program Manager reserves the right to make changes to the plans and specifications and the Program Improvements, at its sole discretion, at any time during the Program process, provided such changes do not reduce the scope or quality of the Program Improvements described in Exhibit C and such changes are necessitated by the discovery of hidden conditions not readily detectable during normal property inspection procedures. 11. Acceptance of Work. Upon completion of the Program Improvements, the Program Manager shall inspect or cause the inspection of the Program Improvements to determine if they were completed pursuant to the terms of the contract. The Program Manager retains sole discretion and authority on program conformance and performance issues as they relate to the Contractor, subcontractors, suppliers and acoustic designs. The Property Owner is requested to attend the Substantial Completion Inspection and provide input to the Construction Manager with respect to the identified punch-list items. In addition, the Property Owner is welcome to attend the Final Inspection. In the event the Property Owner elects to not attend the Substantial Completion and Final Inspections, they release and surrender their ability to provide input to the Construction Manager with respect to the acceptance of the Program Improvements. In the event there is a disagreement between the Property Owner and the Program Manager as to a conformance or performance issue, the Property Owner shall be required to submit the discrepancy in writing to Monroe County (representative to be defined before the NIP construction process) within 7 days of the inspection giving rise to the discrepancy. Monroe County shall then make a determination as to the acceptability of the conformance/performance issue and any remedial action that may need to be taken. Monroe County shall be the final arbiter of any conformance/performance/issues. Failure by the Property Owner to submit the written complaint within the time period specified above shall thereafter foreclose the Property Owners right to file such complaint. 12. Termination of Agreement. The Property Owner understands that the signing of this Agreement initiates both the BID and CONSTRUCTION PHASES of 0) the Program Improvements to be performed in accordance with the Program. Therefore, if the Property Owner attempts to terminate this Agreement or otherwise impedes the progress of the performance of the Program Improvements after the award of the construction contract, the Property Owner will be liable to the County for any and all damages and all direct and indirect costs caused thereby. E 13. Warranties. The County does not represent or warrant the level of noise reduction that the Property Owner will experience within the Property as a result of the Program Improvements performed as part of the Program. a. The County agrees that its contract with the Contractor will include standard one (1) year warranties from the Contractor for all materials and workmanship. Such one-year warranty period shall commence as of the time of the acceptance of the work as provided for in Paragraph 9. Property Owner Noise Insulation Agreement--KWBTS,A107 Page 5 of 29 Packet iPg.419 C.17.j b. At the end of construction, the Program Manager will provide the Property Owner with a Warranty & Final Closeout Package which will contain copies of the warranty policies, product instructions, design documents and legal documents. As a condition of receiving the Warranty & Final Closeout Package, the Property Owner must first submit a completed NIP Property Owner Satisfaction Survey to the Program Manager. After receiving the Warranty & Final Closeout Package, the Property Owner understands that the warranty policies for products used in the construction of the Program Improvements differ among product manufacturers. In the event of claim, the Property Owner is solely responsible for pursuing all future product warranty issues directly with each product manufacturer. N c. In the event of a claim, the Property Owner shall be solely responsible for, and agrees to contact the Contractor or product manufacturer directly to coordinate any required warranty service and agrees to look solely to the general contractor or the product manufacturer for fulfillment of all warranties and for resolution of all product or construction warranty issue(s): (1) The Property Owner's inquiry is not directly related to either _ construction warranties or product warranties (such as window cleaning or product maintenance) regardless of whether the Property Owner's inquiry arises during the one- year warranty period from the Contractor or thereafter; (2) The Property Owner believes that warranty service is required with respect to construction warranty issues, and the one-year warranty period from the general contractor has expired; (3) The Property Owner believes that service is required with respect to product warranty issues, the advertised warranty period for the product has not expired, and the manufacturer is currently conducting its business; and (4) The Property Owner believes that service is required with E respect to product warranty issues, and the advertised warranty period for the product has expired. 14. Pre-Existing Deficiencies. The Property Owner will be required to sign Exhibit D (Deficiency Hold Harmless Agreement) which will impute all responsibility and liability to the Property Owner for any and all present Pre-Existing Deficiencies at the Property, whether seen or unseen. 15. Pre-Work Requirements. The Property Owner will be required to complete any and all Pre-Work, as required by the NIP to successfully accommodate the NIP acoustic modifications. The Property Owner will be required to complete all designated Pre-Work items utilizing their own funds and per the required deadlines as established by the NIP. In the event the Property Owner fails to complete the designated Pre-Work items by the established NIP deadline, the Property Owner shall be removed from NIP participation and the Property Owner shall be liable to the County Property Owner Noise Insulation Agreement—KWBTS,A107 Page 6 of 29 Packet;Pg.420 C.17.j and/or Contractor for any and all resulting damages and all direct and indirect costs related thereto. 16. City of Key West "Hard-Wired" Smoke Alarm Requirement. In compliance with the City of Key West Fire Marshall and the City of Key West Building Department construction permit issuance requirements, the Property Owner will be required to install 120-volt "hard-wired" smoke alarms in their condominium in accordance with all applicable codes and regulations by the required deadline as established by the NIP. The Property Owner will be responsible to ensure that the smoke alarms are not installed in same areas within the condominium where NIP modification work will occur, to avoid any potential impedance to the NIP construction process. In the event the Property Owner fails to install the designated "hard-wired" smoke alarms by the established NIP deadline, the Property Owner shall be removed from NIP participation. 17. Suspension of Program Process. The Program process may be temporarily suspended at any time during the design and/or construction phases upon the discovery of Deficiencies due to their potential impact on the Program Improvements and product warranties. The Program process will not resume until the Property Owner has corrected all related problems to the satisfaction of the Program Manager. In the event repairs are not completed in a timely manner, the Property Owner will be liable to the County for any and all damages and all direct and indirect costs due to delay and/or stoppages of the work. 18. Limitation on Alterations to the Property. The Property Owner agrees not to make alterations, or to permit any tenant occupying any portion of the Property to make alterations to the existing windows, doors and/or walls from the time of the Design process until the construction of the Program Improvements have been completed. Exceptions to this rule must be pre-approved in writing by the Program Manager. Failure to adhere to this requirement may, at the option of the Program Manager in its sole discretion, result in an immediate suspension of the construction of E the Program Improvements on the Property. The Property Owner will be liable to the County for all direct and indirect costs associated with unapproved alterations and damages related thereto. CL 19. Pre and Post-Construction Noise Testing Process. Pre- & post- construction noise testing is a very important Program process that is designed to measure and determine the actual achieved noise level reduction level at treated properties. If selected by the Program Manager for pre- & post-construction noise testing, the Property Owner agrees to provide access to their property for testing and agrees to not to make alterations to the interior of their property (with the exception of repairs of Deficiencies) from the time of the pre-construction noise test to the post- construction noise test. In an effort to insure consistent noise data collection, the Property Owner also agrees to preserve the interior layout of furniture, floor coverings and window treatments from the time of the pre-construction noise test to the post- construction noise test. The Property Owner understands that the failure to adhere to this requirement may result in corruption of the noise testing data. Therefore, the Property Owner Noise Insulation Agreement—KWBTS,A107 Page 7 of 29 Packet iPg.42'1 C.17.j Property Owner understands they may be liable to the County for any direct and indirect noise testing costs in the event these requirements are not met. 20. Cooperation. As reasonably requested, the Property Owner shall cooperate with the Contractor, the Program Manager and Monroe County in the performance of all phases of the Program Improvements including, but not limited to, the removal and reinstallation of rugs, wall hangings and furniture as necessary. 21. Utilities. The Property Owner shall permit the Contractor to use, at no cost to the Contractor or the County, existing utilities such as light, heat, power and water necessary to carry out the Program Improvements. 22. Design and Bid Process Access. At scheduled times and/or upon not less than twenty-four (24) hours advance notice (via NIP email and/or letter), the Property Owner agrees to provide to the Program Manager, Contractor, subcontractors, suppliers, City, County, State and federal inspectors and consultants access to the Property to collect and develop all final design and bid documents. These visits could include, but not be limited to, property survey, design survey, hazardous material inspection, pre-noise testing and pre-bid visit. In the event the Property Owner fails to provide access to the Property for all required NIP Design and Bid Process visits, the Property Owner shall be removed from NIP participation. 23. Pre-Construction Access. The Property Owner agrees to provide access to the Property forty-eight (48) hours prior to the scheduled start of NIP construction. This short visit will provide the Program Manager with the ability to ensure that the Property Owner has met all furniture storage responsibilities. Failure could >_ result in the suspension of the scheduled NIP construction and the Property Owner shall be liable to the County and/or Contractor for any and all resulting damages and all direct and indirect costs related thereto. , 24. Pre and Post Construction Access. At scheduled times and/or E upon not less than twenty-four (24) hours advance notice (via NIP email and/or letter) and per the established NIP construction schedule assignment, the Property Owner agrees to provide to the Program Manager, Contractor, subcontractors, suppliers, City, County, State and federal inspectors and consultants access to the Property to provide all required NIP Pre-Construction and Post-Construction visits. These visits could include, but not be limited to final measurement, pre-construction inspections, review of Designated Storage Space requirements, post construction inspections and post- construction noise testing. In the event the Property Owner fails to provide access for all required NIP Pre and Post Construction visits, the Property Owner shall be removed from NIP participation and the Property Owner shall be liable to the County and/or Contractor for any and all resulting damages and all direct and indirect costs related thereto. 25. Construction Period Access. Upon award of NIP construction contract, the Contractor will provide the Program Manager with their final construction schedule, which will include the required number of calendar days to complete the NIP Property Owner Noise Insulation Agreement—KWBTS,A107 Page 8 of 29 Packet iPg.422 C.17.j construction in each of the participating condominiums. Based on this schedule, the Program Manager will assign each Property Owner with a designated number of calendar days in which construction will occur in their condominium. The Property Owner agrees to relocate from their condominium for the entire assigned time period. In addition, the Property Owner agrees not to re-enter their property for any reason during their assigned construction period due to safety concerns and the potential to negatively impact the Contractor. In the event the Property Owner fails to provide access for their assigned construction time period, the Property Owner shall be removed from NIP participation and the Property Owner shall be liable to the County and/or Contractor for any and all resulting damages and all direct and indirect costs related thereto. N 26. Construction Period Extension Due to Hurricanes. Since the NIP construction period will extend into the Key West hurricane season, there is potential for construction delays and/or stoppages, beyond the control of the Contractor, in the event of a threat of an approaching hurricane and/or an actual hurricane event. Due to this possibility, the Property Owner understands that delays may occur in addition to their originally assigned construction time period, without any fault or cost to the Contractor and Program Manager. Furthermore, the Property Owner agrees to relocate from their condominium for all additional calendar days resulting from NIP construction work stoppages due to a hurricane threat or event at no cost to the County, Contractor and/or Program Manager. In the event the Property Owner fails to provide the required additional access to their condominium due to hurricane-related work stoppages, the Property Owner shall be removed from NIP participation and the Property Owner shall be liable to the County and/or Contractor for any and all resulting damages and all direct and indirect costs related thereto. 27. Discovery of Pre-Existing Deficiencies During Construction. In the event the Contractor discovers pre-existing deficiencies at the Property during the NIP construction process that negatively impact the installation of the NIP improvements, the Property Owner agrees to immediately repair and remediate such deficiencies in an effort to reduce any negative impact on the scheduled construction period. The Property E Owner understands that, depending on the timing of the pre-existing deficiency repair, the NIP construction period may need to be extended, at no fault of the Program Manager or Contractor. 28. Impact of Unforeseen KWBTS Buildinq Conditions on Construction Schedule. The Property Owner understands that unforeseen building conditions that may arise during the NIP construction may have the potential to increase the original scheduled duration of construction, which is not the fault of the Program Manager nor Contractor. The Property Owner needs to plan for the "worst-case" possibility that the originally-scheduled construction completion date may be delayed a few additional days due to unforeseen building conditions that may arise and complicate the NIP construction. 29. Existing Window / Door Treatments, Shades and Blinds. The Property Owner understands that, after the installation of new NIP acoustic window and doors, the existing window and/or door treatments, shades and blinds may not be Property Owner Noise Insulation Agreement—KWBTS,A107 Page 9 of 29 Packet iPg.423 C.17.j compatible nor able to be re-installed due to size differences between the new and existing windows and doors. 30. Existing Crown Molding_ During the installation of the new acoustic windows and doors, the NIP will be providing new "standard" replacement interior trim and sills. The Property Owner understands that the NIP replacement trim will not match custom and/or specialized crown molding patterns and/or custom window and door trim. After the completion of the NIP modifications, the Property Owner will have the ability to make modifications to the NIP interior trim at their own expense. 31. Communication Requirements. The Property Owner agrees to read and review all NIP emails and/or letters in a timely fashion which are being provided by the NIP to ensure schedule conformance. In the event the Property Owner fails to meet this requirement, it could result in removal from NIP participation. 32. Title Examination. The Program Manager has obtained or will obtain, at its sole cost and expense, an "Abstract of Title" to ensure that the Property title is free from liens and/or title defects. 33. Cooperation in Clearing Title. Prior to the commencement of construction of the Program Improvements, the Property Owner shall cooperate with the County in order to (i) correct any title defects affecting the Property which are disclosed by the "Abstract of Title" and in the sole determination of the County may serve to invalidate the Easement, and (ii) secure the written consent of any and all mortgage holders to the Property Owner's conveyance of the Easement to the County if the County determines that it is necessary or desirable to do so (collectively, the "Title Matters"). If, prior to the commencement of construction of the Program Improvements, the County, in its sole discretion, determines that the Title Matters affecting the Property may invalidate the Easement, this Agreement shall be null and void, and the Easement shall be terminated. 34. Federal Assurance. As required by the Federal Aviation Administration, the Property Owner agrees to the following provisions: a. The Property Owner shall subject the construction work on the project to such inspection and approval during the construction of the Program Improvements and after completion of the Program Improvements as may reasonably be requested by the Program Manager and/or Monroe County. b. After final completion of the Program Improvements, the Property Owner shall assume the responsibility for maintenance and operation of the items installed, purchased or constructed under this Agreement. Neither the Federal Aviation Administration nor the County bears any responsibility for maintenance and operation of these items. 35. Reduction of Fresh Air Infiltration. The Property Owner will be required to sign Exhibit E (Ventilation Hold Harmless Agreement) which imputes all Property Owner Noise Insulation Agreement—KWBTS,A107 Page 10 of 29 Packet iPg.424 C.17.j responsibility to the Property Owner for the proper maintenance of interior moisture and humidity levels. 36. Salvage of Materials & Equipment. If the Property Owner desires to retain any of the material or equipment removed from the Property as a result of the Program Improvements, the Property Owner shall arrange for the salvage of said materials and equipment directly with the Contractor at the Property Owner's sole risk and expense. The County assumes no responsibility for the condition of the material, equipment or surrounding surfaces as a result of the owner-requested salvage. The Property Owner and the Contractor shall, prior to the commencement of construction, agree upon and execute a document listing those items to be salvaged. In the absence of such a written agreement, all items shall become the property of the Contractor. Materials and equipment not listed for salvage by the Property Owner shall become the property of the Contractor. 37. Property Insurance. During Program construction period, the Contractor will provide builder's risk insurance for the Property. The Property Owner shall have the option, at the Property Owner's sole cost and expense, to maintain a _ homeowner's insurance policy for the duration of the construction of the Program Improvements. The Property Owner understands that, following final completion, the Contractor's builder's risk insurance will cease, and it is advisable for the Property Owner to obtain insurance to cover any value added to the Property by the Program. 38. Timing and Effects of Construction. The Property Owner understands that there is a chance that construction itself may exceed the Contractor's original projected construction time period. The Property Owner also understands that the construction may involve substantial inconvenience and could generate significant quantities of dust and debris rendering portions of the Property uninhabitable for extended periods of time. 39. Labor and Material Release. The Property Owner releases and E forever discharges any and all claims, suits and actions against the Program Manager; the County and its officers, employees, agents, consultants; and contractors and suppliers with respect to issues relating to the conformance of labor, materials and acoustic designs utilized in the Program Improvements. Nothing in this paragraph shall limit the warranties for materials and workmanship contained in the contract with the general contractor. 40. Sale of Property. In the event the Property Owner sells, conveys or otherwise transfers title to the Property before the completion of all phases of the Program process, the Property Owner hereby agrees to provide the buyer with a copy of this Agreement prior to the closing on the sale, conveyance or other transfer, and to transfer all of the Property Owner's responsibilities and obligations under this Agreement to the buyer as a condition of the purchase, conveyance or other transfer of the Property. Property Owner Noise Insulation Agreement—KWBTS,A107 Page 11 of 29 Packet iPg.425 C.17.j 41. Waiver. No waiver of, acquiescence in, or consent to any breach of any term, covenant or condition hereof shall be construed as, or constitute, a waiver of, acquiescence in, or consent to any other, further or succeeding breach of the same or any other term, covenant or condition hereof. 42. Release of Easement. In the event that this Agreement is cancelled or the County determines that the Easement should be released of record, the Property Owner, upon written request by the County, shall pay to the County the sum of One Hundred Dollars ($100.00) to cover the costs of the preparation and recording of the Release of Easement document in the public records of Monroe County, Florida. Property Owner understands that it is the Property Owner's responsibility to insure such payment is made in order to "clear"the title to the Property. 43. Authority to Execute On Behalf Of County. By Resolution No. 111- 2004, duly motioned and passed at a lawfully announced public meeting, the Board of County Commissioners of Monroe County, did, on the 17th day of March 2004, grant full authority for the County Administrator to execute this Agreement on behalf of the County without further action by the Board of County Commissioners. 44. Attachments. Attachments to this Agreement include the following, which are incorporated into this Agreement by reference. a. Exhibit A: Program Policy Statements. b. Exhibit B: Legal Description of Property c. Exhibit C: Program Improvements. -- d. Exhibit D: Deficiency Hold Harmless Agreement e. Exhibit E: Ventilation Hold Harmless Agreement 45. General Conditions. a. Governing Law, Venue, Interpretation, Costs, and Fees. (1) This Agreement shall be governed by and construed in accordance with the Laws of the State of Florida applicable to contracts made and to be performed entirely in the State. (2) In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and Property Owner agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. (3) The County and Property Owner agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of Property Owner Noise Insulation Agreement—KWBTS,A107 Page 12 of 29 Packet;Pg.426 C.17.j them, the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. (4) The County and Property Owner agree that in the event any cause of action or administrative proceeding is initiated or defended by any parry relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. N b. Binding Effect. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Property Owner and their respective legal representatives, successors, and assigns. c. Severability. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. d. Authority. Each parry represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all !i, necessary County and Property Owner action, as may be required by law. N- e. Duration of Agreement. This Agreement shall commence upon the execution of this Agreement, subsequent to execution by the Property Owner and by the County and shall remain in effect for a period reasonably required to effect the Program Improvements (the "Term"), except as may be sooner terminated in accordance with the provisions of this Agreement. f. Acceptance of Gifts, Grants, Assistance Funds, or Bequests. The County and Property Owner agree that each shall be, and is, empowered to accept for the benefit of any or all of them, gifts, grants, assistance funds, or bequests to be used for the purposes of this Agreement. g. Claims for Federal or State Aid. The County and Property Owner agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations by the Property Owner shall be approved by the County prior to submission. h. Adjudication of Disputes or Disagreements. The County and Property Owner agree that all disputes and disagreements shall be attempted to be Property Owner Noise Insulation Agreement-KWBTS,A107 Page 13 of 29 Packet iPg.427 C.17.j resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. i. Nondiscrimination. The parties agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. The parties agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88- 352), which prohibit discrimination in employment on the basis of race, color, religion, sex, and national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC §§ 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC § 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC §§ 6101-6107), which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91 616), as amended, relating to nondiscrimination on _ the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, §§ , 523 and 527 (42 USC §§ 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 >- USC §§ 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or -- financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC §§ 12101), as amended from time to time, relating to nondiscrimination in employment on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) any other CD nondiscrimination provisions in any federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. j. Cooperation. In the event any administrative or legal proceeding is instituted against either parry relating to the formation, execution, performance, or breach of this Agreement, the County and Property Owner agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. The County and Property Owner specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement or any Attachment or Addendum to this Agreement. k. Books, Records, and Documents. The County and Property Owner shall maintain books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each parry to this Agreement or their authorized representatives Property Owner Noise Insulation Agreement—KWBTS,A107 Page 14 of 29 Packet;Pg.428 C.17.j shall have reasonable and timely access to such records of each other party to this Agreement for audit purposes during the term of the Agreement and for four years following the termination of this Agreement. I. Covenant of No Interest. The County and Property Owner covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. m. Code of Ethics. The County agrees that the officers and employees of the County recognize and will be required to comply with the standards of conduct relating to public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. n. No Solicitation/Payment. The County and Property Owner warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, _ or firm, other than a bona fide employee working solely for it, any fee, commission, , percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the Property >- Owner agrees that the County shall have the right to terminate this Agreement without -- liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. o. Public Access. Property Owner must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and Property Owner shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the CL .. provisions of Chapter 119, Florida Statutes, and made or received by the County and Property Owner in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the Property Owner. Failure of the Property Owner to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The Property Owner is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Property Owner Noise Insulation Agreement—KWBTS, A107 Page 15 of 29 Packet;Pg.429 C.17.j Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the Property Owner is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. N (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Property Owner does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Property Owner or keep and maintain public records that would be required by the County to perform the service. If the Property Owner transfers all public records to the County upon completion of the contract, the Property Owner shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Property Owner keeps and _ maintains public records upon completion of the contract, the Property Owner shall , meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's >- custodian of records, in a format that is compatible with the information technology -- systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the Property Owner of the request, and the Property Owner must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the Property Owner does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the Property Owner. A Property Owner who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under Section 119.10, Florida Statutes. If the property owner has questions regarding the application of chapter 119, Florida statutes, to the property owner's duty to provide public records relating to this contract, contact the custodian of public records, Brian Bradley, at (305) 292-3470, bradley_ brian@monroecounty-fl.gov, Monroe County Attorney's office, 1111 12th Street, Suite 08, Key West, FL 33040. Property Owner Noise Insulation Agreement—KWBTS,A107 Page 16 of 29 Packet;Pg.430 C.17.j p. Non-Waiver of Immunity. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and Property Owner in this Agreement and the acquisition of any commercial liability insurance coverage, self- insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity by the County to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. q. Privileges and Immunities. All of the privileges and immunities from liability; exemptions from laws, ordinances, and rules; and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, volunteers, or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. r. Legal Obligations and Responsibilities; Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any other participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or _ statutory duties of the County, except to the extent permitted by the Florida constitution, , state statutes, case law, and, specifically, the provisions of Chapters 125 and 163, Florida Statutes. s. Non-Reliance by Non-Parties. No person or entity shall be entitled -- to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-parry claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and Property Owner agree that neither the County nor Property Owner or any agent, officer, or employee of each shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 0. t. Attestations. The Property Owner agrees to execute such documents as the County may reasonably require in the performance of the obligations and duties of the County or Property Owner under this Agreement. u. No Personal Liability. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. Property Owner Noise Insulation Agreement—KWBTS,A107 Page 17 of 29 Packet iPg.431 C.17.j v. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. w. Section Headings. Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. N IN WITNESS WHEREOF, the Property Owner and the County have executed this Agreement as of the day and year first above written. WITNESSES: PROPERTY OWNER: 67 4iTature a0A i Signature L Wail Printed Name Lr l Printed Name ®'r Signatur ® Date r ® r r r^t Printed Name WITNESSES: PROPERTY OWNER: CL Qgnatu#M Signature Printed Name Printed Name 4Sine Date Printed Name Property Owner Noise Insulation Agreement-KWBTS,A107 Page 18 of 29 Packet;Pg.432 C.17.j WITNESSES: PROPERTY OWNER: Signature Signature Printed Name Printed Name N Signature Date Printed Name ram. CL MONROE COUNTY BOARD OF COUNTY COMMISSIONERS: (Seal) MAYOR / CHAIRMAN: Attest: KEVIN MADOK, CLERK By: Deputy Clerk Signature Date CL NPOE COUNTYN PEb t],#. E ASSISTA ATTORNEY Ote 11/20/20 Property Owner Noise Insulation Agreement-KWBTS, A107 Page 19 of 29 Packet iPg.433 C.17.j PROGRAM POLICY STATEMENTS Exhibit A To Property Owner Noise Insulation Agreement A. Air Conditioning: General Restrictions. While providing a new ductless "mini- split" AC system to your condominium as a part of the Noise Insulation Program modifications, the following limitations and restrictions will apply to all condominiums: 1. All condensing units will be installed on the balcony 2. All refrigerant lines (running from the balcony condensing unit) will be installed consistent with KWBTS Board policy rules, maintaining a maximum height of 48 inches. 3. All condensate lines will be installed on the building exterior consistent with KWBTS Board policy rules to ensure the highest level of consistency and building U) architectural aesthetics. 4. All interior AC lines (refrigerant, condensate, electrical) and Energy Recovery Ventilator (ERV) ducts will be housed in new vertical wall and corner pilasters which will be constructed to match the quality of existing walls. The number and locations of the new vertical wall and corner pilasters will differ depending on your unique condominium floor plan and number of bedrooms. The NIP executive architect will >- review this information with you at your NIP Design Review Meeting. 5. Only electrical service panels that are determined by the Program Manager to be deficient will be replaced by the Program as a part of the Noise Insulation Program modifications. B. Window Sill Replacement. Due to the presence of asbestos, the NIP will provide a new custom wood surround and sill instead of the existing gypsum board surround. Due to this revised plan, existing custom sills (marble, granite, wood) will not be replaced. This revision will be an improvement, while decreasing constriction costs and improving time efficiencies. C. Custom Crown Molding and Baseboards Restrictions The new asbestos abatement requirements will restrict the ability to remove existing custom trim and baseboard prior to construction (as originally assumed), which will not allow sufficient time for the awarded general contractor to secure custom matched replacement trim. Therefore, existing crown moldings, wall trim, and base, the contractor will, instead, cut the existing wood trim flush to the face of the new pilaster or thru wall ac-infill. At new pilaster locations and, if the thru wall ac infill abuts the existing baseboards, the contractor will install a standard (314" x 5-1/2'9 painted wood trim to abut the existing trim, rather than attempting to match the existing custom trim profiles and materials. After the completion of the NIP construction, the property owner will Exhibit A -Property Owner Noise Insulation Agreement—KWBTS,A107 Page 20 of 29 Packet iPg.434 C.17.j have the option to replace the installed trim with other custom trim to match the existing materials and profiles. D. Door Threshold Heights. Due to stringent Florida hurricane impact and water infiltration building codes, all new aluminum acoustical prime entry swinging doors and sliding glass patio doors will have thresholds that are considerably higher (from the floor) than existing door thresholds. These higher door thresholds are designed to provide optimum protection to the interior of a condominium from water infiltration during a hurricane. E. KWBTS Asbestos Testing As required by state and federal requirements, THC conducted asbestos testing on all participating KWBTS condominiums in Buildings A, B and C during the November 2017 to April 2018 time period. This testing included collecting 7 to 9 samples at each condominium to include gypsum board joint compound, window glazing, and exterior window and door caulking. In addition, random exterior stucco samples were collected on both the "walkway" and "courtyard / balcony" building elevations. Depending on the laboratory analysis of these samples, the presence of asbestos containing materials (ACM) have the potential to impact several areas of the NIP construction process to include: - window removal and acoustic window installation, - door removal and acoustic door installation, - removal of portable "through-wall' AC units and the infilling of openings, - ceiling cuts required for installation of the ductless AC, - wall cuts required for the installation of the ductless AC, - construction of vertical wall pilasters required for installation of the ductless AC system & ERV ducts, - construction of closet soffit for installation of the ERV. E F. Asbestos Abatement Requirements CL In the event any samples show a presence of asbestos containing material (ACM), the awarded NIP contractor will be required to perform the following abatement requirements during construction: If samples show a presence of ACM < 1% The NIP contractor will be required to comply with OSHA worker safety requirements to include worker respirators, poly curtains in all areas where the surfaces are disturbed and the use of HEPA vacuum cleaners in the areas where surfaces are chipped, cut and/or sanded. Exhibit A -Property Owner Noise Insulation Agreement--KWBTS, A107 Page 21 of 29 Packet iPg.43!5 C.17.j If samples show a presence of ACM >1% The NIP contractor will be required to perform full asbestos abatement procedures as directed by the Environmental Protection Agency (EPA) to include: - Construction of ACM containment barriers in all areas (walls, ceilings, closets, windows/doors), approximately 4 feet from all walls and areas impacted by the NIP modifications. - Abatement and bagging of ACM (resulting from demolition process) by N certified asbestos abatement staff. - Air sampling of containment areas and clearance of all areas by certified asbestos abatement staff to allow access to containment areas by traditional (non-abatement)workers. CL - THC will be required to provide executive oversight of all ACM abatement processes in all condominiums throughout the NIP construction process to ensure proper compliance with federal and state abatement guidelines. - The presence of ACM will have a significant impact on the NIP construction _ process, lengthening the construction period and increasing the sequencing , and coordination requirements of contractor crews. - Given the cost to provide required asbestos abatement procedures, the FAA will require THC to develop a design and construction plan that minimizes the disturbance of ACM to ensure the minimization of construction costs, , duration, and liability to the contractor and KWBTS property owners. This plan will result in new property owner requirements and design restrictions which E are outlined below. 2 CL G. KWBTS BOARD Authority of Design Decisions. The KWBTS Board will have the Authority to make several of the Program design decisions to include: 1. Acoustical Window and Door Material 2. Acoustical Window and Door Color and Hardware Finishes 3. Acoustical Window and Door Operational Styles 4. Interior Ductless "Mini-Split" AC System Installation Requirements 5. Interior Ductless "Mini-Split" AC System Interior Soffit Design and Placement 6. In-Filled Kitchen Prime Door Policy Treatment Exhibit A -Property Owner Noise Insulation Agreement—KWBTS,A107 Page 22 of 29 Packet;Pg.436 C.17.j LEGAL DESCRIPTION OF PROPERTY Exhibit To Homeowner Noise Insulation Agreement N Apartment Unit known as Unit 107-A, Atlantic Tower, KEY WEST BY THE SEA, a Condominium, according to the Declaration of Condominium recorded in Official Records Book 589, at Page 370, of the Public Records of Monroe County, Florida. CL Exhibit B-Property Owner Noise Insulation Agreement KWBTS,A107 Page 23 of 29 Packet iPg.437 i C.17.j P ®GRAM IMPROVEMENTS Exhibit C To Homeowner Noise Insulation Agreement This Exhibit C represents the Program Improvement package for an eligible home that includes the Program Improvements developed by the Program Manager to reduce the interior environment of a property by a minimum of five (5) decibels. A typical Program Improvement package may include: • Architectural Drawings • Replacement Aluminum Acoustical Windows • Replacement Aluminum Acoustical Swinging Prime Door(s) • Replacement Aluminum Acoustical Sliding Glass Patio Door(s) CL Exhibit C-Property Owner Noise Insulation Agreement—KWBTS, A107 Page 24 of 29 Packet;Pg.438 C.17.j DEFICIENCY HOLD HARMLESS AGREEMENT Exhibit D To Property Owner Noise Insulation Agreement 1. In partial consideration of the compensation to be paid on behalf of the N County and the Program for the Program Improvements to be made to the Property described in the Agreement of even date herewith (the "Agreement') between the County and Property Owner and to which this Exhibit D is attached, the undersigned, for and on behalf of the undersigned and the heirs, personal representatives, successors, and assigns of the undersigned, forever releases, remises, discharges, indemnifies and covenants not to sue, institute claims against, or institute any proceedings against, the County, or any of its agents, officers, employees, consultants and/or contractors concerning any and all claims, demands, damages, actions or causes of action of whatsoever kind and nature on account of bodily injuries or death, damage to the property, U) and the consequences thereof, and any of the foregoing which may accrue to the undersigned or their respective heirs, personal representatives, successors and assigns in connection with any and all Pre-Existing Deficiencies (the "Deficiencies") against said County or any of its officers, agents, employees, consultants and/or contractors to be legally liable. 2. The Property Owner understands and assumes full responsibility for the -- Deficiencies present in the Property, whether visible to the Program Manager or unseen. 3. The Property Owner understands that the Deficiencies include any deficiencies present in the Property at the time of execution of this Agreement which could include, but not be limited to, code violations, structural damage, water / moisture Q damage, hazardous materials, infestation and/or any issue that would negatively impact the installation and performance of the Program Improvements. 4. If visible, the Property Owner understands that the Program Manager may identify and document Deficiencies at any time throughout the Program process (including design, bid and construction processes). If identified and documented, the Program Manager will classify the observed Deficiencies as either "Minor" or "Severe". 5. The Property Owner assumes full responsibility for the worsening of any documented Minor Deficiencies. 6. In the rare event "Severe" Deficiencies are identified during the design process, the Property Owner agrees to complete necessary repairs to the Property, to the acceptance of the Program Manager, as a precondition to the commencement of construction of the Program Improvements. In the rare event that "Severe" Deficiencies are uncovered during the construction period, the Property Owner agrees to complete Exhibit D-Property Owner Noise Insulation Agreement--KWBTS,A107 Page 25 of 29 Packet;Pg.439 C.17.j necessary repairs to the Property, to the acceptance of the Program Manager to minimize any delay or stoppages of work. 7. The undersigned acknowledge and agree that all of the release and hold harmless and indemnity provisions set forth in Paragraph 1 of this Exhibit D apply to property damage, injuries, deaths, or damages arising from the Deficiencies and/or all negative impacts that later result after the addition of the Program Improvements. The provisions of this Exhibit D shall survive the termination or expiration of the Property Owner Noise Insulation Agreement. 8. The undersigned hereby agree that the terms and provisions of this Exhibit D shall be binding upon and inure to the benefit of the undersigned and their respective heirs, personal representatives, successors and assigns. ITNES PROPERTY OWNER: Si nature CL Signature Pri ted NamCa e vy�^ z,, Printed Name F® Signature 0 CL Date Printed Name v r9 ITNESSES: PROPERTY OWNER: _ ignature Signature rinte e c u Printed Name Signature l l L -4 'l l P f,P Date CL Printed Name OWNER:WITNESSES: PROPERTY Signature Signature Printed Name Printed Name Signature Date Printed Name Exhibit D-Property Owner Noise Insulation Agreement—KWBTS,A107 Page 26 of 29 Packet;Pg.440 C.17.j VENTILATION HOLD HARMLESS AGREEMENT Exhibit To Property Owner Noise Insulation Agreement 1. In partial consideration of the compensation to be paid on behalf of the County and the Program for the Program Improvements to be made to the Property described in the Agreement of even date herewith (the "Agreement") between the County and Property Owner and to which this Exhibit E is attached, the undersigned, for and on — behalf of the undersigned and the heirs, personal representatives, successors, and assigns of the undersigned, forever releases, remises, discharges, indemnifies and covenants not to sue, institute claims against, or institute any proceedings against, the County, or any of its agents, officers, employees, consultants and/or contractors concerning any and all claims, demands, damages, actions or causes of action of whatsoever kind and nature on account of bodily injuries or death, damage to the property and the consequences thereof, and any of the foregoing which may accrue to U) the undersigned or their respective heirs, personal representatives, successors and assigns in connection with any and all Ventilation Deficiencies (the "Deficiencies") against said County or any of its officers, agents, employees, consultants and/or contractors to be legally liable. 2. The Program Improvements may include the addition of acoustical >_ windows and doors, removal and infilling of "through-wall" portable air conditioner units and the addition of a replacement ductless "mini-split" air conditioning system. Because these modifications will result in a tighter interior environment due to the elimination of , all passive inside / outside air leakage that was naturally occurring in all openings, the Program will also include the addition of a energy recovery ventilation (ERV) unit which will provide an adequate exchange of inside / outside air to the condominium as required by building code. 3. Given the tightened interior environment of the treated condominium, the Property Owner agrees to assume full responsibility for the proper operation of the new Program ductless AC system and energy recovery ventilation (ERV) unit to avoid the potential for mold and moisture problems, especially during periods when the condominium is closed and uninhabited. 4. Due to FAA eligibility limitations, the Program will not be providing bathroom exhaust fan treatments. Since bathroom tubs and/or showers are a source of moisture generation in the interior environment of a condominium, the Property Owner agrees to assume full responsibility for ensuring that all bathrooms have an operable bathroom exhaust fan capable of properly exhausting bathroom moisture to the exterior of the building. It should also be noted that the original KWBTS condominiums were constructed with a small wall vent that was designed to allow the passive exhaust of bathroom moisture in a central building exhaust shaft. During the Program design Exhibit E-Property Owner Noise Insulation Agreement--KWBTS, A107 Page 27 of 29 Packet iPg.441 C.17.j survey process it was discovered the KWBTS buildings lack a solid central building exhaust shaft. Due to this existing condition, these original wall vents (if still present) have the potential to provide a pathway for unwanted air, smoke and/or gases into the condominium interior. The Property Owner agrees to assume full responsibility for the sealing of original wall vents in all bathrooms and for any and all negative impacts that may result if left untreated. 5. It is clearly a building code violation to duct laundry dryer exhaust to the KWBTS central exhaust shaft. In the event a Property Owner has incorrectly ducted their laundry dryer vent to the KWBTS central building exhaust shafts, they agree to correct this deficiency by properly exhausting their laundry dryer exhaust in an alternative method that meets current building code, at their cost before the initiation of the Program construction process. Furthermore, the Property Owner agrees to assume any and all liability related to the improper ducting of their laundry dryer exhaust. 6. The Property Owner understands that the Program Improvements will not address kitchen and bathroom ventilation and/or excessive interior humidity levels generated by the Property Owner within the interior of the condominium. The Property Owner understands and assumes full responsibility for maintenance of interior moisture _ and humidity levels. The Property Owner agrees to assume full responsibility for any occurrence, reoccurrence or worsening of moisture problems and/or interior humidity levels in the Property. In addition, the Property Owner agrees to assume full responsibility for the maintenance and operation of the NIP venting modifications after completion of the Program Improvements. 7. The undersigned acknowledge and agree that all of the release, hold harmless and indemnity provisions set forth in Paragraph 1 of this Exhibit E apply to injuries, deaths, or damages sustained in connection with or as a result of any and all interior ventilation deficiencies arising after the addition of the Program Improvements including, but not limited to, high humidity, mold, mildew,-and/or lack of proper exhaust ventilation. The provisions of this Exhibit E shall survive the termination or expiration of the Property Owner Noise Insulation Agreement. E 8. The undersigned hereby agree that the terms and provisions of this Exhibit E shall be binding upon and inure to the benefit of the undersigned and their respective heirs, personal representatives, successors and assigns. ITNES S: PROPERTY OWNER: i n ture ox (LV) (a/1-0- Signa ure Printed Name e0 cly Atl -en Printed Name Signature Date '7 b Printed Tame Exhibit E-Property Owner Noise Insulation Agreement—KWBTS,A107 Page 28 of 29 Packet iPg.442 C.17.j WITNESSES: PROPERTY OWNER: OuLwlu Signature --�°` Signature Printed me ' y Printed Name YY ignatur Date Printed Name WITNESSES: PROPERTY OWNER: ram. r Signature CL Signature Printed Name Printed Name U) Signature Date Printed Name , r9 CL ram. U Exhibit E-Property Owner Noise Insulation Agreement—KWBTS, A107 Page 29 of 29 Packet iPg.443 Address; -. ,`» West y the Sea C.17.k Unit Nam (s): r PROPERTY OWNER NOISE INSULATION AGREEMENT KEY WEST INTERNATIONAL AIRPORT, ICI ONROE COUNT' THIS NOISE INSULATION AGREEMENT (this "Agreement") is made and effective the date last below written by and between MONR E COUNTY, a municipal corporation organized and existing under the laws of the State of Florida (the "County"), and the undersigned (the "Property Owner"). ITNESSETH: WHEREAS, the Property Owner is the sole record owner in fee simple of certain real property located in the City of KeyWest, County of Monroe, State of Florida,, and more particularly described on Exhibit B attached hereto (the "Property"); and CL WHEREAS, the County is the owner and operator of the Key West International Airport (the "airport") situated in the City of Ivey West, County of Monroe, ca State of Florida, and in close proximity to the Property; and ca WHEREAS, the County desires to obtain and preserve for the use and benefit of the public a right of free and unobstructed flight for aircraft landing upon, CL taking off from, or maneuvering about the Airport; and WHEREAS,, the Property Owner has elected to participate in the Key `Vest International Airport's Noise Insulation Program (the "Program") and, as part of the _ Program, the Property Owner has elected to obtain acoustical treatments and improvements to the Property as more particularly described on Exhibit C attached hereto (the "Program Improvements"), said Program Improvements to be paid for by the = County at no cost to the Property {owner and in exchange for the granting to the County of an avigation easement over, across and through the Property; and WHEREAS, the County will enter into a construction contract with a general contractor (the "Contractor") to provide the installation of the Program CL Improvements; and WHEREAS,a, the Program is managed by the consultant team consisting of team manager and assistant manager, architect, mechanical / electrical engineer, acoustician and construction manager selected by the County (the "ProgramManager"); and WHEREAS, the Property Owner and the County mutually desire to agree to the terms upon which the Property Owner will participate in the Program and receive the Program Improvements upon the terms and conditions provided herein; NOW, THEREFORE, in consideration of the terms, covenants and conditions set forth herein, and other good and valuable consideration, the receipt and 1'roperili,Chimer Noise Pcu4, I qf'28 Packet Pg. 444 C.17.k sufficiency of which are hereby acknowledged, the Property Owner and the County hereby agree as follows: 1 . Grant of Easement. Simultaneously with the execution of this Agreement, the Property Owner executed and delivered to the County an avigation easement (the "Easement") which Easement has been recorded in the public records of Monroe County, Florida. The Easement remains in full force and effect and is hereby, ratified in all respects. . Program Policy Statements. Consistent with the Program and/or Federal Aviation Administration Airport Improvement Program policies and procedures, the Program Manager has developed a series of Program Policy Statements outlining construction and eligibility restrictions. The Property Owner understands that prescribed Program Improvements will be consistent with the Program Policy Statements provided to the Property Owner by the Program Manager, A copy of the r Program Policy Statements is attached hereto as Exhibit A. CL . Payment of Program Improvements.. The County agrees to pay for the Program Improvements described in Exhibit C attached hereto. The Program Improvements will be approved by the Property Owner and County, managed by the Program Manager, ,and performed by the Contractor. . Im edinc Competitive Bid Process. The Property Owner shall not CL _ impede or interfere with the Contractor's ability to select between approved product , manufacturers and subcontractors in the preparation of bid submittals. To insure a competitive bid environment, the Property Owner is prohibited from having any discussion or communication with the Contractor in relation to the Program, the -� contractor's bid, or this Agreement until after award of the construction contract by the County. Failure of the Property Owner to comply with this provision shall, at the option of the County in its sole discretion, result in disqualification from the Program and cancellation of this Agreement. . Construction Contract. The County will award the contract for the Program Improvements consistent with Federal and County competitive bidding policies and procedures. The contract will require the Contractor to complete the Program CL Improvements within a time period defined by the Program Manager. , Pre- & Post-Construction Responsibilities. The Property Owner shall meet all responsibilities and requirements pertaining to both pre-construction and post- construction: a. Prior to the start of NIP construction, the Property Owner shall meet all Pre-Construction requirements to include: (1) Removing all valuables (such as jewelry, coins„ guns, antiques, heirlooms, etc.) from their condominium; ( ) Moving of all furniture and belongings into the "Designated Storage Space Area" within the condominium, providing the required "clear area" (white Packet Pg. 445 C.17.k space in sketch) for the Contractor, When doing so, the Property Owner will have the ability to utilize the complete "floor to ceiling" space. ( ) Removing of all excessive furniture and belongings from the condominium that will not fit in the "Designated Storage Space Area" (4) Removing all window and door treatments (such as blinds, drapes, plantation shutt rs, etc.) and storing there in the "Designated Storage Space Area"; ( ) Removing all electronic and dust-sensitive items from their condominium or wrapping with protective poly before storing therm in the "designated Storage Space Area"; (6) Removing all wall hangings (such as mirrors, pictures, hanging shelves, etc.) and storing them in the "Designated Storage Space Area"; CL (7) Moving all small items and belongings into either the closets or bathrooms as outlined in the "Designated Storage Space Sketch" b. After completion of the NIP construction, the Property owner shall meet all Post-Construction requirements to include: CL (1) Moving of all furniture and belongings stored in the "Designated Storage Space Areas" back to their original positions in the condominium: ( ) Moving of any excessive furniture and belongings back into _ the condominium; N ( ) Re-installation of all wall treatments, door treatments and wall hangings back to their original positions in the condominium, c. In the event the Property Owner fails to perform any and all of the above Pre-Construction responsibilities, the Property Owner shall i be removed from NIP participation and the Property Owner shall be liable to the County and/or Contractor for CL any and all resulting damages and all direct and indirect costs related thereto. d. In the event the Property Owner fails to perform any and all of the above Post-Construction responsibilities, the Property Owner shall be liable to the County and/or Contractor for any and all resulting damages and all direct and indirect coats related thereto. 7. Impeding Construction. Once construction of the Program Improvements begins, the Property Owner shall not impede construction or alter construction schedules. In addition„ the Property Owner shall prevent any and all tenants that may occupy the Property during the Construction of the Program Improvements from impeding construction or altering construction schedules. In the event the Property Owner or any tenant occupying the Property impedes construction or Property C.lia°ner Noise h7sulalion A rre€:anient --___ 11c*,e 3 ref'8 Packet Pg.446 C.17.k alters the construction schedule, the Property Owner shall be liable to the Contractor and the County for any damages and all direct and indirect costs related thereto. Safe Working Environment, The Property Owner shall be responsible for providing a safe working environment for the Program Manager, Contractor, subcontractors, suppliers, and City, County, State and federal inspectors. a. Throughout all phases of design and construction of the Program Improvements, the Property Owner shall be responsible for: (1) Providing a working environment that is free from potential health risks, biohazard conditions, hazardous chemicals, obstacles, weapons of any kind and/or explosives; ( ) Refraining from verbal abuse or profanity; r ( ) Refraining from aggressive physical contact; and CL (4) Insuring that all pets are completely secured and contained. . In the event the Property Owner fails to meet any of the foregoing conditions, the Program process may, at the ounty's discretion, be temporarily suspended at any time. In such event, the Program Manager shall notify the Property CL Owner in writing, stating the corrective action(s) and/or condition(s) required to be completed or performed by the Property Owner prior to the County resuming the Program process. c. In the event the Program process is not resumed due to the Property Owner's failure to complete the corrective action(s) and/or condition(s) required by the Program Manager, the Property Owner shall be liable to the County = and/or Contractor for any and all damages and all direct and indirect costs related thereto. d. If the Program process is resumed, the Property Owner shall be liable to the County and/car Contractor for any and all damages and all direct and indirect CL costs related to or caused by the temporary suspension of the Program process. Construction Del s. Curing the construction period, the Contractor may experience unforeseen complications relating to the installation of the Program Improvements. The construction contract shall provide that delays related to these unforeseen complications are beyond the control of the Contractor and shall be excused so that the time for completion may reasonably be extended. Construction schedules may also be revised if there is a delay in awarding of the contract or if the Program Improvements have to be re-bid in the event of lack of bidding contractors and/or failure of the lowest responsive, responsible bidder to execute the contract, provide a payment and performance brand or show proof of required insurance. 10. Changes to Scope of Work. The Program Manager reserves the right to make changes to the plans and specifications and the Program Improvements, at its e � Packet Pg.447 ,C.17.k sole discretion, at any time during the Program process, provided such changes do not reduce the scope or quality of the Program Improvements described in Exhibit C and such changes are necessitated by the discovery of hidden conditions not readily detectable during normal property inspection procedures. 11. Acceptance of'Fork. Upon completion of the Program Improvements, the Program Manager shall inspect or cause the inspection of the Program Improvements to determine if they were completed pursuant to the terms of the contract. The Program Manager retains sole discretion and authority on program conformance and performance issues as they relate to the Contractor, subcontractors, suppliers and acoustic designs. The Property Owner is requested to attend the Substantial Completion Inspection and provide input to the Construction Manager with respect to the identified punch-list items. In addition, the Property Owner is welcome to attend the Final Inspection. In the event the Property Owner elects to not attend the Substantial Completion and Final Inspections, they release and surrender their ability to provide input to the Construction Manager with respect to the acceptance of the CL Program Improvements. In the event there is a disagreement between the Property Owner and the Program Manager as to a conformance or performance issue, the Property Owner shall be required to submit the discrepancy in writing to Monroe County - (representative to be defined before the NIP construction process) within 7 days of the ,- inspection giving rise to the discrepancy. Monroe County shall then make determination as to the acceptability of the conformance/performance issue and any remedial action that may need to be taken. Monroe County shall be the final arbiter of any conformance/performance/issues. Failure by the Property Owner to submit the written complaint within the time period specified above shall thereafter foreclose the Property Owners right to file such complaint. �- . Termination of Agreement. The Property Owner understands that the signing of this Agreement initiates both the BID and CONSTRUCTION PHASES of the Program Improvements to be performed in accordance with the Program. Therefore„ if the Property owner attempts to terminate this Agreement or otherwise impedes the progress of the performance of the Program Improvements after the award of the construction contract, the Property Owner will be liable to the County for any and all damages and all direct and indirect costs caused thereby. CL 13. Warranties. The County does not represent or warrant the level of noise reduction that the Property Owner will experience within the Property as a result of the Program Improvements performed as part of the Program. a. The County agrees that its contract with the Contractor will include standard one (1) year warranties from the Contractor for all materials and workmanship. Such one-year warranty period shall commence as of the time of the acceptance of the work as provided for in Paragraph g. b. At the end of construction, the Program Manager will provide the Property Owner with a Warranty & Final Closeout Package which will contain copies of the warranty policies, product instructions, design documents and legal documents. As a condition of receiving the Warranty & Final Closeout Package, the Property Owner Packet Pg. 448 C.17.k must first submit a completed NIP Property Owner Satisfaction Survey to the Program Manager. After receiving the Warranty & Find Closeout Package, the Property Owner understands that the warranty policies for products used in the construction of the Program Improvements differ among product manufacturers, In the event of claim, the Property Owner is solely responsible for pursuing all future product warranty issues directly with each product manufacturer. c. In the event of a claim, the Property Owner shall be solely responsible for, and agrees to contact the Contractor or product manufacturer directly to coordinate any required warranty service and agrees to loop solely to the general contractor or the product manufacturer for fulfillment of all warranties and for resolution of all product or construction warranty issue(s); (1) The Property Owner's inquiry is not directly related to either construction warranties or product warranties (such as winnow cleaning or product maintenance) regardless of whether the Property Owner's inquiry arises during the one-- year warranty period from the Contractor or thereafter! CL ( ) The Property Owner believes that warranty service is required with respect to construction warranty issues, and the one-year warranty period from the general contractor has expired; ( ) The Property Owner believes that service is required with CL _ respect to product warranty issues, the advertised warranty period for the product has , not expired, and the manufacturer is currently conducting its business; and ( ) The Property Owner believes that service is required with respect to product warranty issues, and the advertised warranty period for the product has expired. 1 . Pre-Exjsfing., Deficiencies. The Property Owner will be required to sign Exhibit Q (Deficiency Hold Harmless Agreement) which will impute all responsibility and liability to the Property Owner for any and all present Pre-Existing Deficiencies at the Property, whether seen or unseen. CL 15, Pre Work. Requirements, The Property Owner will be required to complete any and all Pre-Work, as required by the NIP to successfully accommodate the NIP acoustic modifications. The Pro perrtt�+ owner will be required to complete all designated Pre-Work items utilizing their own funds and per the re uired deadlines as established by the CHIP. In the event the Property Owner fails to complete the designated Pre-Work items by the established NIP deadline, the Property Owner shall be removed from NIP participation and the Property Owner shall be liable to the County and/or Contractor for any and all resulting damages and all direct and indirect costs related thereto, 16. E of Key West "Hard/-Wired" Smoke alarm Requirement, In compliance with the City of Key West Fire Marshall and the City of Key West Building Department construction permit issuance requirements, the Property Owner will be required to install 10-volt "bard-wired" smoke alarms in their condominium in . _ _.. ... ___...... ...........__ P t'7)mgy OV#;ner N)ise I17.i)fhl ion A4,T,7"C'C'F7fieni Ptltgle 6{y 28 Packet Pg. 449 C.17.k accordance with all applicable codes and regulations by the required deadline as established by the NIP. The Property owner will be responsible to ensure that the smoke alarms are not installed in same areas within the condominium where NIP modification work will occur, to avoid-,any potential impedance to the NIP construction p,rocess., In the event the Property Owner fails to install the designated "hard-wired" smoke alarms by the established NIP deadline, the Property owner shall be removed from NIP participation. 17, Suspension of Program Process. The Program process may be temporarily suspended at any time during the design and/or construction phases upon the discovery of Deficiencies due to their potential impact on the Program Improvements and product warranties. The Program process will not resume until the Property owner has corrected all related problems to the satisfaction of the Program Manager. In the event repairs are not completed in a timely manner, the Property Owner will be liable to the County for any and all damages and all direct and indirect costs due to delay and/or stoppages of the work. 1 . Limitation on Alterations to the Property. The Property owner agrees not to male alterations, or to permit any tenant occupying any portion of the Property to make alterations to the existing windows, doors and/or walls from the time of the Design process until the construction of the Program Improvements have been completed. Exceptions to this rule must be pre-approved in writing by the Program Manager. Failure to adhere to this requirement may, at the option of the Program CL - Manager in its sole discretion, result in an immediate suspension of the construction of = the Program Improvements on the Property. The Property owner will be liable to the County for all direct and indirect casts associated with unapproved alterations and damages related thereto. ti 19, Pre and Post-Construction Eloise Testing Process. Pre- & post- construction noise testing is a very important Program process that is designed to measure and determine the actual achieved noise level reduction level at treated properties. If selected by the Program Manager for pre- & post-construction noise testing, the Property owner agrees to provide access to their property for testing and agrees to not to make alterations to the interior of their property (with the exception of repairs of Deficiencies) from the time of the dare-construction noise test to the posts CL .. construction noise test. In an effort to insure consistent noise data collection, the Property owner also agrees to preserve the interior layout of furniture, floor coverings and window treatments from the time of the re-construction noise test to the ost- construction noise test. The Property owner understands that the failure to adhere to this requirement may result in corruption of the noise testing data. Therefore, the Property owner understands they may be liable to the County for any direct and indirect noise testing costs in the event tee requirements are not met. g. Cooperation. As reasonably requested, the Property owner shall cooperate with the Contractor, the Program Manager and Monroe County in the performance of all phases of the Program Improvements including, but not limited to, the removal and reinstallation of rugs, wall hangings and furniture as necessary. Prsopert,=f tiv per Noise Insulution Agt•eernent bare 7 q/'8 Packet Pg. 450 C.17.k 1' Utilities. The Property Owner shall permit the Contractor to use, at no cost to the Contractor or the County, existing utilities such as light, heat, power and water necessary to carry out the Program Improvements. . Isir�_ and Bid Process Access. At scheduled times and/or upon not liens than twenty-four ( ) hours advance notice (aria NIP email and/or letter), the Property Owner agrees to provide to the Program Manager, Contractor, subcontractors, suppliers, City, County, State and federal inspectors and consultants access to the Property to collect and develop all final design and hid documents. These visits could include, but not be limited to, property survey, design survey, hazardous material inspection, pre-noise testing and pre-bid visit. In the event the Property Owner fails to provide access to the Property for all required NIP Design and Bid Process visits, the Property Owner shall be removed from NIP participation. 21 Pre-Construction access. The Property Owner agrees to provide access to the Property forty-eight (4 ) hours prior to the scheduled start of NIP CL construction. This short visit will provide the Program Manager with the ability to ensure that the Property Owner has met all furniture storage responsibilities. Failure could result in the suspension of the scheduled NIP construction and the Property Owner shall be liable to the County and/or Contractor for any and all resulting damages and all direct and indirect costs related thereto.. 4. Pre and Post Construction Access, At scheduled times and/or CL upon not less than twenty-four ( 4) hours advance notice (via NIP email and/or letter) = and per the established NIP construction schedule assignment, the Property Owner agrees to provide to the Program (tanager, Contractor, subcontractors, suppliers, City, County, State and federal inspectors and consultants access to the Property to provide all required NIP Pre-Construction and Post-Construction visits. These visits could include, but not be limited to final measurement, pre-construction inspections, review of Designated Storage Space requirements, post construction inspections and post- construction noise testing. In the event the Property Owner fails to provide access for all required NIP Pre and Post Construction visits, the Property Owner shall be removed from NIP participation and the Property Owner shall be liable to the County and/or Contractor for any ands all resulting damages and all direct and indirect costs related thereto.. CL . Construction Period Access. Upon award of NIP construction contract, the Contractor will provide the Program Manager with their final construction schedule, which will include the required number of calendar days to complete the NIP construction in each of the participating condominiums. Based on this schedule, the Program Manager will assign each Property Owner with a designated number of calendar days in which construction will occur in their condominium. The Property Owner agrees to relocate from their condominium for the entire assigned time period. In addition, the Property Owner agrees not to re-enter their property for any reason during their assigned construction period due to safety concerns and the potential to negatively impact the Contractor. In the event the Property Owner fails to provide access for their assigned construction time period; the Property Owner shall be removed from NIP Property Owner Noise Page 8 o '8 Packet Pg. 451 C.17.k participation and the Property Owner shall be liable to the County and/or Contractor for any and all resulting damages and all direct and indirect costs related thereto. , Construction Period Extension Due to Hurricanes, Since the NIP construction period will extend into the Key West hurricane season, there is potential for construction delays and/or stoppages, beyond the control of the Contractor, in the event of a threat of an approaching hurricane and/or an actual hurricane event. Due to this possibility, the Property Owner understands that delays may occur in addition to their originally assigned construction time period, without any fault or cost to the Contractor and Program Manager. Furthermore, the Property Owner agrees to relocate from their condominium for all additional calendar days resulting from NIP construction work stoppages due to a hurricane threat or event at no cast to the County, Contractor and/or Program Manager. In the event the Property Owner fails to provide the rewired additional access to their condominium due to hurricane-related work stoppages, the Property Owner shall be removed from NIP participation and the Property Owner shall be liable to the County and/or Contractor for any and all resulting damages and all direct CL and indirect costs related thereto.. 7. Discover of Pre-Existing Deficiencies During Construction. In the event the Contractor discovers pre-existing deficiencies at the Property during the NIP construction process that negatively impact the installation of the NIP improvements, the Property Owner agrees to immediately repair and remediate such deficiencies in an effort to reduce any negative impact on the scheduled construction period. The Property — Owner understands that, depending on the tinning of the pre-existing deficiency repair, _ the NIP construction period may need to be extended, at no fault of the Program Manager or Contractor. 1 . Impact of Unforeseen KWBTS Bu.i.idin_q Conditions on Construction Schedule. The Property Owner understands that unforeseen building conditions that may arise during the NIP construction may have the potential to increase the original scheduled duration of construction, which is not the fault of the Program Manager nor Contractor. The Property Owner needs to plan for the "worst-case" possibility that the originally-scheduled construction completion date may be delayed a few additional days due to unforeseen building conditions that may arise and complicate the NIP construction. CL g, Existing Window / Door Treatments, Shades and Blinds. The Property Owner understands that, after the installation of new NIP acoustic window and doors, the existing window and/or door treatments, shades and blinds may not be compatible nor able to be re-installed due- to size differences between the new and existing windows and doers. g. Existing Crown Molding. During the installation of the newacoustic windows and doors, the NIP will be providing new "standard" replacement interior trim and sills. The Property Owner understands that the NIP replacement trim will not match custom and/or specialized crown melding patterns and/or custom window and door trim. After the completion of the NIP modifications, the Property Owner will have the ability to make modifications to the NIP interior trim at their own expense. _._....... Packet Pg. 452 ,C.17.k 31. Communication Requireme its. The Property Owner agrees to read and review all NIP emails and/or letters in a timely fashion which are being provided by the NIP to ensure schedule conformance. In the event the Property Owner fails to meet this requirement, it could result in removal from NIP participation.. 32. Title Examination, The Program Manager has obtained or will obtain, at its sole cost and expense, an "Abstract of Title" to ensure that the Property title is free from liens and/or title defects. 33. Cooperation in Clearing Title. Prior to the commencement of construction of the Program Improvements, the Property Owner shall cooperate with the County in order to (i) correct any title defects affecting the Property which are disclosed by the "Abstract of Title" and in the sole determination of the County may serve to invalidate the Easement, and (ii) Secure the written consent of any and all mortgage holders to the Property Owner's conveyance of the Easement to the County if the County determines that it is necessary or desirable to do so (collectively, the "Title CL Matters"). If, prior to the commencement of construction of the Program Improvements, the County, in its sole discretion, determines that the Title Matters affecting the Property may invalidate the Easement, this Agreement shall be null and void, and the Easement ca shall be terminated. 3 . Federal Assurance. As required by the Federal Aviation Administration, the Property Owner agrees to the following provisions: CL a. The Property Owner shall subject the construction work on the project to such inspection and approval during the construction of the Program a~ Improvements and after completion of the Program Improvements as may reasonably -� be requested by the Program Manager and/or Monroe County. N b. After final completion of the Program Improvements, the Property Owner shall assume the responsibility for maintenance and operation of the items installed, purchased or constructed under this Agreement. Neither the Federal Aviation Administration nor the County bears any responsibility for maintenance and operation of these items. CL 3 . Reduction of Fresh Air Infiltration, The Property Owner will be required to sign Exhibit E (Ventilation Fold Harmless Agreement) which imputes all responsibility to the Property Owner for the proper maintenance of interior moisture and humidity levels. 3 . Salvage of Materials & Equipment. If the Property Owner desires to retain any of the materials or equipment removed from the Property as a result of the Program Improvements, the Property Owner shall arrange for the salvage of said materials and equipment directly with the Contractor at the Property Owner's sole risk and expense. The County, assumes no responsibility for the condition of the material, equipment or surrounding surfaces as a result of the owner-requested salvage. The Property Owner and the Contractor shall, prior to the commencement of construction, agree upon and execute a document listing those items to be salvaged. In the absence PrcrperlY Owner Noise Irasa.rlcrlt°can A rc°orent fare 10(V'M Packet Pg. 453 ,C.17.k of such a written agreement, all items shall become the property of the Contractor. Materials and equipment not listed for salvage by the Property Owner shall become the property of the Contractor. 37, Property Insurance. During Program construction period, the Contractor will provide builder's risk insurance for the Property. The Property Owner shall have the option, at the Property Owner's sole cost and expense, to maintain a homeowner's insurance policy for the duration of the construction of the Program Improvements. The property Owner understands that, following final completion, the Contractor's builder's risk insurance will cease; and it is advisable for the Property Owner to obtain insurance to cover any value added to the Property by the Program. 3 . Timing and Effects of Construction. The Property Owner understands that there is a chance that construction itself may exceed the Contractor's original projected construction time period, The Property Owner also understands that the construction may involve substantial inconvenience and could generate significant CL quantities of dust and debris rendering portions of the property uninhabitable for extended periods of time. 39. Labor and Material Release, The Property Owner releases and forever discharges any and all claims, suits and actions against the program Manager„ the County and its officers, employees, agents, consultants, and contractors and suppliers with respect to issues relating to the conformance of labor, materials and acoustic designs utilized in the Program Improvements. Nothing in this paragraph shall limit the warranties for materials and workmanship contained in the contract with the general contractor. �. g. Sale of Property. In the event the property Owner sells, conveys or otherwise transfers title to the Property before the completion of all phases of the Program process, the Property Owner hereby agrees to provide the buyer with a copy of this Agreement prior to the closing on the sale, conveyance or other transfer, and to transfer all of the property Owner's responsibilities and obligations under this Agreement to the buyer as a condition of the purchase, conveyance or ether transfer of the Property, CL 1. 'waiver. No waiver of, acquiescence in, or consent to any breach of any term, covenant or condition hereof shall be construed as, or constitute, a waiver of, acquiescence in, or consent to any other, further or succeeding breach of the same or any other term, covenant or condition hereof. 4Z Release of Easement, In the event that this agreement is cancelled or the County determines that the Easement should be released of record, the Property Owner, upon written request by the County, shall pay to the County the sum of One Hundred Dollars ( 100. g) to cover the costs of the preparation and recording of the Release of Easement document in the public records of Monroe County, Florida. Property Owner understands that it is the Property Owner's responsibility to insure such payment is made in order to "clear" the title to the property, Propert.t.'+')mwerr Noise Insulation A raec}inew Page I c?/28 Packet Pg. 454 C.17.k 43, Authority to Execute On Behalf Of County. By Resolution No. 111- 004, duly motioned and passed at a lawfully announced public meeting, the Board of County Commissioners of Monroe County, did, on the Il Ph day of March 2004, grant full authority, for the County Administrator to execute this. Agreement on behalf of the County without further action by the Board of County Commissioners. 44. Attachments. Attachments to this Agreement include the following, which are incorporated into this Agreement by reference. a. Exhibit A: Program Policy Statements. b. Exhibit B: Legal Description of Property c. Exhibit : Program Improvements, ti d. Exhibit D: Deficiency Mold Harmless Agreement. e. Exhibit E: Ventilation Fold Harmless Agreement 45. General Conditions. a. Governing_Law, Venue, Interpretation, Costs and Fees. (1) This Agreement shall be governed by and construed in accordance with the Laws of the State of Florida applicable to contracts made and to be performed entirely in the State. ( ) In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and Property Owner agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. ( ) The County and Property Owner agree that, in the event of confliicting interpretations of the terms or a term of this Agreement by or between any of them, the issue shalil be submitted to mediation prior to the institution of any other CL administrative or legal proceeding. (4) The County and Property Owner agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorneys" fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party. Mediation proceedings initiated and conducted pursuant to this Agreement shall) be in, accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. b. Binding Effect. The terms, covenants conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Property Owner and their respective legal representatives, successors, and assigns. llrope ,�V Owner Noise Insulaiion Agreement Page I? q. 8 Packet Pg. 455 C.17.k c. Severabilfty. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement shall not be affected thereby; and each remaining term„ covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement.. d. Authority. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been dully authorized by all necessary County and Property Owner action, as may be required by law. e. Duration of Agreement, This Agreement shall commence upon the execution of this Agreement, subsequent to execution by the Property Owner and by the County and shall remain in effect for a period reasonably required to effect the CL Program Improvements (the "Term"), except as may be sooner terminated in accordance with the provisions of this Agreement. f, Acceptance of aifts, Grants, Assistance Funds, or Bequests. The County and Property Owner agree that each shall be, and is, empowered to accept for the benefit of any or all of them, gifts, grants, assistance funds, or bequests to be used CL for the purposes of this Agreement. g. Maims for Federal or State Aid. The County and Property Owner agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations by the Property Owner shall be approved by the County prior to submission, _ h. Adjudication of or [disagreements The County and Property Owner agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any CL party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. i. Nondiscrimination. The parties agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party,. effective the date of the court order. The parties agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to. 1) Title VII of the Civil Fights Act of 1964 (PL 88- 6 ), which prohibit discrimination in employment on the basis of race, color, religion, sex, and national origin; ) Title IX of the Education Amendment of 1972, as amended ( 0 U C §§ 1681-1686, and 1685-1686), which prohibits discrimination on the basis of sex; 8} Section 604 of the Rehabilitation Act of 1973, as amended ( 0 LI C § 794), Pr otaeoy Ch per Noise Insulation Agreement r''trge 1.3 of'8 Packet Pg. 456 C.17.k which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination ,Act of 1975, as amended (42 U C §§ 6101- 1g7), which prohibits discrimination on the basis of age; ) The Drug Abuse Office and Treatment Act of 1972 (PL 92-2 8), as amended relating to nondiscrimination on the basis of drug abuse; 8) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1 970 (PL 91 616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, 23 and 527 (42 UJ C §§ 690dd-3 and 290ee-3) as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title Vlll of the Civil Rights Act of 1968 (42 U C §§ 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; g) The Americans with Disabilities Act of 1 gg ( 2 UdC §§ 12101), as amended from time to time, relating to nondiscrimination in employment on the basis of disability; 10) Monroe County Code Chapter 1 , Article 11, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) any other nondiscrimination provisions in any federal or state statutes which may apply to the CL parties to, or the subject matter of, this Agreement. D. Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, orca a— breach of this Agreement, the County and Property Owner agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, CL and other activities related to the substance of this Agreement or provision of the services under this Agreement. The County and Property Owner specifically agree that no elated totthishA Agreement or anylAt Attachment or Addendumto this Agreement. proceedings party g q y geer�ent. ti . Boobs, Records, and Documents. The County and Property Owner shall maintain books, records, and documents directly pertinent to performance under this ,Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for audit purposes during the term of the Agreement and for four years following the termination of this Agreement. CL 1. Covenant of No Interest, The County and Property Owner covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. m. Code of Ethics. The County agrees that the officers and employees of the County recognize and will be required to comply with the standards of conduct relating to public officers and employees as delineated in Section 112.313, Florida Statutes, regarding„ but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. ....... ...... f r(cpert,y Oivner Noise Insulevion Agreemepil Page 14 e,,?128 Packet Pg. 457 ,C.17.k n. No Solicitation/Payment. The County and Property Owner warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the Property Owner agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. o. Public Access, Property Owner must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and Property Owner shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters CL or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Property Owner in conjunction with this contract and related to contract performance,The County shall have the right to unilaterally cancel this contract upon violation of this prevision by the Property Owner. Failure of the Property Owner to abide by the terms of this provision shall be deemed a material breach of this contract and the County may CL enforce the terms of this provision in the form of a court proceeding and shall, as a — prevailing party, be entitled to reimbursement of all attorney"s fees and costs associated with that proceeding.. This provision shall survive any termination or expiration oft e contract. LU LU ti The Property Owner is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this prevision. _ Pursuant to F.S. 119.g 01 and the terms and conditions of this contract, the Property Owner is required to: (1) beep and maintain public records that would be required by the CL County to perform the service. ( ) Upon receipt from the County's custodian of records, provide the � County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in, this chapter or as otherwise provided by law. ( ) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except a authorized by law for the duration of the contract term and following completion of the contract if the Property Owner does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Property Owner or keep and maintain public records Pr[3pern,Owner Noise Insulation A grG'erJ e"I Page 1.5 o(28 Packet Pg. 458 C.17.k that would be required by the County to perform the service. If the Property Owner transfers all public records to the County upon completion of the contract, the Property Owner shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Property Owner keeps and maintains public records upon completion of the contract, the Property Owner shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. ( ) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the Property Owner of the request, and the Property Owner must provide the records to the County or allow the � records to be inspected or copied within a reasonable time. CL If the Property owner does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the Property Owner. A Property Owner who 1- ca fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under Section 119.10, CL Florida Statutes. - If the property owner has questions regarding the application of chapter 119, Florida statutes, to the property owner's duty to provide public records relating to this contract, LU LU contact the custodian of public records, Brian Bradley, at ( 0 ) 9 - 479, brat briangmonroecounty-fl.gov, Monroe County Attorneys office, 1111 1 th Street„ Suite 498, Key '"Vest, FIL 33040, p. Non-Waiver of Immunity. Notwithstanding the provisions of Sec. 7 8. 8, Florida Statutes, the participation of the County and Property Owner in this Agreement and the acquisition of any commercial liability insurance coverage, self insurance coverage, or local government liability insurance pool coverage shall not be 0 CL deemed a waiver of immunity by the County to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. q. Privile es and Immunities. All of the privileges and immunities from liability; exemptions from laws, ordinances, and rules, and pensions and relief, disability, workers" compensation, and other benefits which apply to the activity of officers, agents, volunteers, or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. r. Legal Obligations and Responsibilities; Non-Delegation of Constitutional or Statutory Duties, This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility ......._.___ ........ Prop rth O1vner.'vcrise Irrsl laflon Agreer lent I't,rge 16 oJ'8 Packet Pg.459 C.17.k imposed upon the entity by law except to the extent of actual and timely performance thereof by any other participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility, Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statutes, case law, and, specifically, the provisions of Chapters 125 and 163, Florida Statutes. s. Non-Reliance by Non-Parties. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and Property Owner agree that neither the County nor Property Owner or any agent, officer, or employee of each shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. CL t. Attestations. The Property Owner agrees to execute such documents as the County may reasonably require in the performance of the obligations and duties of the County or Property Owner under this Agreement. u. No Personal Liability. No covenant or agreement contained herein sh,alll be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this UJ Agreement. N v, Execution in Counterparts. This Agreement may be executed in _ any slumber of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. w. Section Headings. Section headings have been inserted in thisCL Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. Packet Pg.460 C.17.k IN WITNESS , the Propertyr and the executed this Agreement as of the day and year first above written, .-------------- __ _��__ ,,, -- ----. ._- _________________- WITNESSES: PROPERTY OWNER: s 3 a s a s signet _ .. . m. _________ _ Signature A-De r f-I` Pnntj N S, ;Ue l fat® s Tr—Inted Marna C" ..----------------------------------- _________ . .a_____________—. CL WITNESSES: PROPERTY OWNER: e® 9gnatur signature TM„ Printed Na e. "„ _._._._._...._......._..�. .............................................................�..,.._.. Print L4 eg at ...... ..,, CV Date CC Print ease CL MONROE COUNTY BOARD OF COUNTY COMMISSIONERS: (Sea .._.. .., . �..._.. .n._ _.,,.., - m. I) MAYOR / I . st- iCLERK ClerkDeputy Signature t ..__... ______.......__.. _ _.a _._ w.. _......_.m. _ do Property Owner Noise Insulation Agreement eerarerrt m 'I. Page 18 saf.2 PEDRJ.MER I Packet,Pg.461 �_._ e C.17.k PROGRAM POLICY STATEMENTS Exhibit A To Property Owner Noise Insulation Agreement A. Air Conditioning:.-General estrictions. While providing a new ductless "mini- � split" AC system to your condominium as a part of the Noise Insulation Program modifications, the following limitations and restrictions will apply to all condominiums: 1. All condensing units will be installed on the balcony 2. All refrigerant lines (running from the balcony condensing unit) will be installed consistent with KWBTS Board polio rules, maintaining a maximum height of 48 CL inches. . All condensate lines will be installed on the building exterior consistent with KWBTS Board policy rules to ensure the highest level of consistency and building architectural aesthetics. 4. All interior AC lines (refrigerant, condensate, electrical) and Energy recovery Ventilator (EV) ducts will be housed in new vertical wall and corner pilasters which CL _ will be constructed to match the quality of existing walls. The number and locations , of the new vertical wall and corner pilasters will differ, depending on your unique condominium fluor plan and number of bedrooms. The NIP executive architect will >_ review this information with you at your NIP Design Review Meeting, -� . Only electrical service panels that are determined by the Program Manager to be deficient will be replaced by the Program as a part of the Noise Insulation Program modifications. B. Window Sill Re lacerrNent. Due to the presence of asbestos, the NIP will provide a new custom wood surround and sill instead of the existing gypsum board surround. [due to this revised plant existing custom sills (marble, granite, wood) will not be replaced. This revision will be an improvement, while decreasing constriction costs and improving CL .. time efficiencies. C. Custom Crown Molding and Baseboards Restrictions � The new asbestos abatement requirements will restrict the ability to remove existing custom trim and baseboard prior to construction (as originally assumed), which will not allow sufficient time for the awarded general contractor to secure custom matched replacement trim. Therefore, existing crown moldings, wall trim, and base, the contractor will, instead, cut the existing wood trim flush to the face of the new pilaster or thru wall ac-infill. At new pilaster locations and, if the thru wall ac infill abuts the existing baseboards, the contractor will install a standard (314" x -1 ') painted wood trim to abut the existing trim, rather than attempting to match the existing custom trim profiles and materials. After the completion of the NIP construction, the property owner will Exhihid.4 - PropertY,Owner Noise In ulalion Ag1°G'L?T#1€'w PG25,e 19(?1 28 Packet Pg.462 C.17.k have the option to replace the installed trim with other custom trim to match the existing materials and profiles. D. Door ThresholdFlei�_ht Due to stringent Florida hurricane impact and water infiltration building codes, all new aluminum acoustical prime entry swinging doors and sliding glass patio doors will have thresholds that are considerably higher (from the floor) than existing door thresholds. These higher door thresholds are designed to provide optimum protection to the interior of a condominium from water infiltration during a hurricane. E. KWBTS Asbestos Testing As required by state and federal requirements, THC conducted asbestos testing on all participating KWBTS condominiums in Buildings A, B and C during the November 2017 to April 2018 time period. This testing included collecting 7 to g samples at each condominium to include gypsum board joint compound, window dazing, and exterior window and door caulking. In addition, random exterior stucco samples were collected CL on both the "walkway" and "courtyard / balcony" building elevations. Ca Depending on the laboratory analysis of these samples, the presence of asbestos containing materials (ACM) have the potential to impact several areas of the 'NIP construction process to include: window removal and acoustic window installation, CL _ - door removal and acoustic door installation, _ m removal of portable "through-wall" AC units and the infilling of openings, - ceiling cuts required for installation of the ductless AC, - wall cuts required for the installation of the ductless AC, - construction of vertical' wall pilasters required for installation of the ductless AC system & ERA' ducts, construction of closet soffit for installation of the ERV. F. Asbestos Abate ent eguirements In the event any samples show a presence of asbestos containing material (ACM), the CL awarded NIP contractor will be required to perform the following abatement requirements during construction: If samples s over a presence of ACM < 1% The NIP contractor will be required to comply with OSHA worker safety requirements to include worker respirators, poly curtains in all areas where the surfaces are disturbed and the use of HEPA vacuum cleaners in the areas where surfaces are chipped, cut and/or sanded. Lxhibil A - Pr°opet-i"Y 04 rmar•,1`rri.scp Page 0(#'N Packet Pg.463 C.17.k If samples show a presence of ACM >1% The NIP contractor will be required to perform fell asbestos abatement procedures as directed by the Environmental Protection Agency (EPA) to include: - Construction of ACM containment barriers in all areas (walls, ceilings, closets, windowsldoors), approximately 4 feet from all walls and areas impacted by the NIP modifications. - Abatement and bagging f ACM (resulting from demolition ,process) by certified asbestos abatement staff. - Air sampling of containment areas and clearance of all areas by certified asbestos abatement staff to allow access to containment areas by traditional (non-a atemeot) workers. r - THC will be required to provide executive oversight of all ACM abatement CL processes in all condominiums throughout the NIP construction process t ensure proper compliance with federal and state abatement guidelines. - The presence of ACM will have a significant impact on the NIP construction process, lengthening the construction, period and increasing the sequencing CL and coordination requirements of contractor crews. - Given the cost to provide required asbestos abatement procedures, the FAA will require TIC to develop a design and construction plan that minimizes the disturbance of ACM to ensure the minimization of construction costs, duration, and liability to the contractor and KWBTS property owners. This plan will result in new property owner requirements and design restrictions which are outlined below.. G. KWBTS BOARD Authority of Design _Decisions. The KWBTC Board will have the CL ,a Authority to make several of the Program design decisions to include: 1. Acoustical Window and Door Material . Acoustical Window and Door Color and Hardware Finishes . Acoustical Window and Door Operational Styles 4. Interior Ductless "Mini-Split" AC System Installation Requirements . Interior Ductless "Mini-Split" AC System Interior Soffit design and Placement . In-Filled Kitchen Prime Door Policy Treatment Exhibit_Rf- f'roper lY Owner Noise 1nsulaaion Agreement Page 21 vJ?8 Packet Pg.464 C.17.k LEGAL DESCRIPTION OF PROPERTY Exhibit To Homeowner Noise Insulation Agreement Apartment Unit known as Unit 207-A, Atlantic Tower, KEY WEST BY THE SEA;, a Condominium, according to the Declaration of Condominium recorded in Official Records Book 589, at Page 370, of the Public Records of Monroe � County, Florida. CL CL CL N Packet Pg.465 ,C.17'k PROGRAM IMPROVEMENTS Exhibit C To Homeowner Oise Insulation Agreement This Exhibit C represents the Program Improvement package for an eligible hone that includes the Program Improvements developed by the Program Manager to reduce the interior environment of a property by a minimum of five ( ) decibels. typical Program Improvement package may include: r 0 Architectural Drawings CL Replacement Aluminum Acoustical Windows Ca Cn Replacement Aluminum Acoustical Swinging Prime Door(s) Replacement Aluminum Acoustical Sliding Glass patio Door(s) CL CL N Exhibit C-Prroper lY Own r°.,Voisc,Irtsulaiion Ago-eemerat pc'g '3 q1-2 S Packet Pg.466 C.17.k DEFICIENCY HOLD .R LESS AGREEMENT Exhibit 131 To Property Owner Noise Insulation Agreement 1. In partial consideration of the compensation to be paid on behalf of the � County and the Program for the Program Improvements to be made to the Property described in the Agreement of even date herewith (the "Agreement") between the County and Property Owner and to which this Exhibit Q is attached, the undersigned, for and on behalf of the undersigned and the heirs, personal representatives, successors, and assigns of the undersigned, forever releases, remises, discharges, indemnifies and covenants not to sue, institute claims against, or institute any proceedings against, the CL County, or any of its agents, officers, employees, consultants and/or contractors concerning any and all claims, demands, damages, actions or causes of action of whatsoever kind and nature on account of bodily injuries or death, damage to the property, and the consequences thereof, and any of the foregoing which may accrue to the ca undersigned or their respective heirs, personal representatives, successors and assigns in connection with any and all Pre-Existing Deficiencies (the "'Deficiencies,") against said CL _ County or any of its officers, agents, employees, consultants and/or contractors to be , legally liable. 2. The Property Owner understands and assumes full responsibility for the Deficiencies present in the Property, whether visible to the Program Manager or unseen, N The Property Owner understands that the Deficiencies include any deficiencies present in the property at the time of execution of this Agreement which could include, but not be limited to, code violations, structural damage, water / moisture damage, hazardous materials, infestation and/or any issue that would negatively impact the installation and performance of the Program Improvements, CL If visible, the Property Owner understands that the Program Manager may identify and document Deficiencies at any time throughout the Program process (including design, bid and construction processes), If identified and documented, the Program Manager will classify the observed Deficiencies as either "Minor" or "Severe". . The Property Owner assumes full responsibility for the worsening of any documented Minor Deficiencies. In the rare event "Severe" Deficiencies are identified during the design process,. the Property Owner agrees to complete necessary repairs to the Property, to the acceptance of the Program Manager, as a precondition to the commencement of construction of the Program Improvements. In the rare event that "Severe" Deficiencies are uncovered during the construction period, the Property Owner agrees to complete C;xhibit D-llrupertv fir lien Noise Insulation 7 Agr-eerrieni 1-,ague 4 g1'28 Packet Pg.467 C.17.k necessary repairs to the Property, to the acceptance of the Program Manager to minimize any delay or stoppages of work. 7. The undersigned acknowledge and agree that all of the release and hold harmless and indemnity provisions set forth in Paragraph 1 of this Exhibit Q apply to property damage, injuries, deaths, or damages arising from the Deficiencies and/or all negative impacts that later result after the addition of the Program Improvements. The provisions of this Exhibit shall survive the termination or expiration of the Property Owner Noise Insulation Agreement. The undersigned hereby agree that the terms and provisions of this Exhibit _ shall be binding upon and inure to the benefit of the undersigned and their respective heirs, personal representatives, successors and assigns. W� TESSES: PROPERTY ER: A4 ell CL Signat - - ( 777 Signature Printed Nanrfe Ca '1' — " Printed Namx 1Ca Si at re p Date Pdnte Name WITNESSES: PROPERTY OWNER: ignatur_ r' N Signature <C ., Printed Name ` G 1 C /A L..A Date CL Printed`' acne ..—.-...... c I-. fT E SES: PROPERTY ER: Signature Signature Printed Name 1 Printed Name Signature Date Printed Name Packet Pg. 468 C.17.k VENTILATION HOLD M L S AGREEMENT Exhibit E To Property Owner Noise Insulation Agreement 1. In partial consideration of the compensation to be paid on behalf of the County and the Program for the Program Improvements to be made to the Property described in the Agreement of even date herewith (the "Agreement„') between the County and Property Owner and to which this Exhibit E is attached, the undersigned, for and on behalf of the undersigned and the heirs personal representatives, successors, and assigns of the undersigned, forever releases, remises, discharges, indemnifies and covenants not to sue, institute claims against, or institute any proceedings against, the CL County, or any of its agents, officers, employees, consultants and/or contractors concerning any and all claims; demands, damages, actions or causes of action of whatsoever kind and nature on account of bodily injuries or death, damage to the property and the consequences thereof, and any of the foregoing which may accrue to the undersigned or their respective heirs, personal representatives, successors and assigns in connection with any and all Ventilation Deficiencies (the "Deficiencies") against CL _ said County or any of its officers, agents, employees, consultants and/or contractors to be , legally liable. . The Program Improvements may include the addition of acoustical windows and doors, removal and infilling of "through-wall" portable air conditioner units and the addition of a replacement ductless "mini-split" air conditioning system. Because these modifications will result in a tighter interior environment due to the elimination of all passive inside / outside air leakage that was naturally occurring in all openings, the Program will also include the addition of a energy recovery ventilation (ERA/) unit which will provide an adequate exchange of inside l outside air to the condominium as required by building code. CL .. Given the tightened interior environment of the treated condominium, the Property Owner agrees to assume full responsibility for the proper operation of the new Program ductless AC system and energy recovery ventilation (PRE') unit to avoid the potential for mold and moisture problems, especially during periods when the condominium is closed and uninhabited. Due to FAA eligibility limitations„ the Program will not be providing bathroom exhaust fan treatments, Since bathroom tubs and/or showers are a source of moisture generation in the interior environment of a condominium, the Property Owner agrees to assume full responsibility for ensuring that all bathrooms have an operable bathroom exhaust fan capable of properly exhausting bathroom moisture to the exterior of the building. It should also be noted that the original KWBTS condominiums were constructed with a small wall vent that was designed to allow the passive exhaust of Packet Pg.469 C.17.k bathroom moisture in a central building exhaust shaft. During the Program design survey process it was discovered the KWBTS buildings lack a solid central building exhaust shaft. Due to this existing condition, these original wall vents if still present) have the potential to provide a pathway for unwanted air, smoke and/or gases into the condominium interior. The Property Owner agrees to assume full responsibility for the sealing of original wall vents in all bathrooms and for any and all negative impacts that may result if left untreated. It is clearly a building code violation to duct laundry dryer exhaust to the KWBTS central exhaust shaft. In the event a Property Owner has incorrectly ducted. their laundry dryer vent to the KWBTS central building exhaust shafts, they agree to correct this deficiency by properly exhausting their laundry darer exhaust in an alternative method that meets current building code, at their cost before the initiation of the Program construction process. Furthermore, the Property Owner agrees to assume any and all liability related to the improper ducting of their laundry dryer exhaust, CL . The Property Owner understands that the Program Improvements will not address kitchen and bathroom ventilation and/or excessive interior humidity levels generated by the Property Owner within the interior of the condominium. The Property Ca Owner understands and assumes full responsibility for maintenance of interior moisture and humidity levels. The Property Owner agrees to assume full responsibility for any Ca occurrence, reoccurrence or worsening of moisture problems and/or interior humidity levels in the Property. In addition, the Property Owner agrees to assume full CL — responsibility for the maintenance and operation of the NIP venting modifications after completion of the Program Improvements. ?. The undersigned acknowledge and agree that all of the release, hold harmless and indemnity provisions set forth in Paragraph 1 of this Exhibit E apply to injuries, deaths, or damages sustained in connection with or as a result of any and all interior ventilation deficiencies arising after the addition of the Program Improvements including, but not limited to, high humidity, mold, mildew,-and/or lack of proper exhaust ventilation. The provisions of this Exhibit E shall survive the termination or expiration of the Property Owner Noise insulation Agreement. . The undersigned hereby agree that the terms and provisions of this CL Exhibit E shall be binding upon and inure to the benefit of the undersigned and their respective heirs, personal representatives, successors and assigns. IT EST& PROPERTY OPERT'Y NER A , — ,r Signature P led Na t .�. Date Printed tame Exhihii'E- Nopei-i.V Owliei-Noise /'ige 2-o 8 Packet Pg. 470 C.17.k I WITNESSES: _..�. PROPERTY OWNER: I Signatur G Signature Printed ae 't - Printed erne C ig ure 12 r r :- 4�__ y t _' dater Printed Name h r . ........... _.._- WITNESSES' PROPERTY NE Signature co Signature F Printed Name Printed game CL Signature i M Printed Name Date N CL C 0 M E hil il E- Properjrt°t}wnet-;' oisc h SUlUfi0f7 Ap°elnetrl Ptr�,, 78 r>f'28 Packet Pg. 471 Address;• Key West by the Sera C.17.1 Unit .: �07 ?�- PROPERTY OWNERNOISE INSULATION + FEE T KEY WEST INTERNATIONAL 'AIRPORT, MONROE COUNTY THIS NOISE INSULATION AGREEMENT (this "Agreement") is made and effective the date last below written by and between MONROE COUNT', a municipal corporation organized and existing under the laws of the State of Florida (the "County„), and the undersigned (the "Property Owner"). ITNESSETH; WHEREAS, the Property Owner is the sole record owner in fee simple of certain real property located in the City of Key West, County of Monroe, State of Florida, and more particularly described on Exhibit E attached hereto (the "Property"), and CL WHEREAS, the County is the owner and operator of the Key West International Airport (the "Airport"), situated in the City of Ivey West,. County of Conroe, State of Florida, and in close proximilty to the Property, and WHEREAS, the County desires to obtain and preserve for the use and benefit of the public a right of free and unobstructed flight for aircraft landing upon, CL taking off from, or maneuvering about the Airport; and WHEREAS, the Property Owner has elected to participate in the key West International Airport's Noise Insulation Program (the "Program") and, as part of the Program, the Property Owner has elected to obtain acoustical treatments and improvements to the Property as more particularly described on Exhibit C attached hereto (the "Program Improvements"); said Program Improvements to be paid for by the County at no cost to the Property Owner and in exchange for the granting to the County of an avigation easement over, across and through the Property; and WHEREAS, the County will enter into a construction contract with a general contractor (the "Contractor") to provide the installation of the Program CL Improvements; and WHEREAS, the Program is managed by the consultant team consisting of a team manager and assistant manager, architect, mechanical l electrical engineer, acoustician and construction manager selected by the County (the "Program Manager") and WHEREAS, the Property Owner and the County mutually desire to agree to the terms upon which the Property Owner will participate in the Program and receive the Program Improvements upon the terms and conditions provided herein,- NOW, THEREFORE, in consideration of the terms, covenants and conditions set forth herein, and other good and valuable consideration, the receipt and Pr p<-x�vt)tivsaes risc hrsulcstiorx,I aeC'lllelit Pi�(ge I of 8 Packet Pg.472 sufficiency of which are hereby acknowledged, the Property Owner and the County hereby agree as follows-, 1 . Grant of Easement. Simultaneously with the execution of this Agreement, the Property Owner executed and delivered to the County an avigation easement (the "Easement") which Easement has been recorded in the public records of Monroe County, Florida. The Easement remains in full force and effect and is hereby ratified in all respects. Program Polio Statements, Consistent with the Program and/or Federal Aviation Administration Airport Improvement Program policies and procedures, the Program Manager has developed a series of Program Policy Statements, outlining construction and eligibility restrictions: The Property Owner understands that prescribed Program Improvements will be consistent with the Program Policy Statements provided to the Property Owner by the Program Manager. A Copy of the Program Policy Statements is attached hereto as Exhibit A. CL Payment of Program Improvements, The County agrees to pay for the Program Improvements described in Exhibit C attached hereto. The Program Improvements will be approved by the Property Owner and County, managed by the Program Manager, and performed by the Contractor. Impeding Competitive Bid Process, The Property Owner shall not CL _ impede or interfere with the Contractor's ability to select between approved product , manufacturers and subcontractors in the preparation of bid submittals. To insure a competitive bid environment, the Property Owner is prohibited from having any >_ discussion or communication with the Contractor in relation to the Program„ the -� contractor's bid, or this Agreement until after award of the construction contract by the County. Failure of the Property Owner to comply with this provision shall, at the option of the County in its sole discretion, result in disqualification from the Program and Cancellation of this Agreement. Construction Contract. The County will award the contract for the Program Improvements consistent with Federal and County competitive bidding policies and procedures. The contract will require the Contractor to complete the Program CL Improvements within a time period defined by the Program Manager. . Pre- & Post-Construction Responsibilities. The Property Owner shall meet all responsibilities and requirements pertaining to both pre-construction and post- construction: a. Prior to the start of NIP construction, the Property Owner shall meet all Pre-Construction requirements to include: (1) Removing all valuables (such as jewelry, coins, guns, antiques, heirlooms, etc.) from their condominium; ( ) Moving of all furniture and belongings into the "Designated Storage Space Area" within the condominium, providing the required "Clear area" (white ._._....... Proivr(r t"inner Noise Insulation Agreement c tr ent Pei,,>c 2 of Packet Pg. 473 space in sketch) for the Contractor. When doing so, the Property Owner will have the ability to utilize the complete "floor to ceiling." space. ( ) Removing of all excessive furniture and belongings from the condominium that will not fit in the "Designated Storage Space Area" ( ) Removing all window and door treatments (such as Mirada, drapes, plantation abutters, etc) and storing there in the "Designated Storage Space Area"; ( ) Removing all electronic and dust-sensitive items from their condominium or wrapping with protective poly before storing them in the "Designated Storage Space Area"; ( ) Removing all wall hangings (such as mirrors, pictures, hanging shelves, etc.) and storing them in the "Designated Storage Space Area" CL (7) Moving all small items and belongings into either the closets or bathrooms as outlined in the "Designated Storage Space Sketch" b. After completion of the NIP construction, the Property Owner shall meet all Post-Construction requirements to include: CL (1) Moving of all furniture and belongings stored in the "Designated Storage Space Areas" back to their original positions in the condominium: ( ) Moving of any excessive furniture and belongings back into _ the condominium, ( ) Re-installation of all wall treatments, door treatments and wail hangings back to their original positions in the condominium. c. In the event the Property Owner fails to perform any and all of the above Pre-Construction responsibilities, the Property Owner shall be removed from NIP participation and the Property Owner shall be liable to the County and/or Contractor for CL any and all resulting damages and all direct and indirect costs related thereto. d. In the event the Property Owner fails to perform any and all of the above Post-Construction responsibilities„ the Property Owner shall be liable to the County and/or Contractor for any and all resulting damages and all direct and indirect costs related thereto. 7. lmedin Construction, Once construction of the Program Improvements begins, the Property Owner shall not impede construction or alter construction schedules. In addition, the Property Owner shall prevent any and all tenants that may occupy the Property during the construction of the Program Improvements from impeding construction or altering construction schedules. In the event the Property Owner or any tenant occupying the Property impedes construction or Prof-v Y Owner Noise laasulutlon A reem eni Page 3 ol'8 Packet Pg. 474 C.171 alters the construction schedule, the Property Owner shall be liable to the Contractor and the County for any damages and all direct and indirect costs related thereto, 8. Safe Working Environment. The Property Owner shall be responsible for providing a safe working environment for the Program Manager, Contractor, subcontractors, suppliers, and City, County, State and federal inspectors. a. Throughout all phases of design and construction of the Program Improvements, the Property Owner shall be responsible for: ( Providing a working environment that is free from potential health risks, biohazard conditions, hazardous chemicals, obstacles, weapons of any kind and/or explosives; ( ) Refraining from verbal abuse or profanity; r ( ) Refraining from aggressive physical contact; and (4) Insuring that all pets are completely secured and contained. b. In the event the Property Owner fails to meet any of the foregoing conditions, the Program process may, at the ounty's discretion, be temporarily suspended at any time. In such event, the Program tanager shall notify the Property CL Owner in writing, stating the corrective action(s) and/or condition(s) required to be completed or performed by the Property Owner prier to the County resuming the Program process. c. In the event the Program process is not resumed due to the Property Owner's failure to complete the corrective action(s) and/or condition(s) required by the Program tanager, the Property Owner shall be liable to the County and/or Contractor for any and all damages and all direct and indirect casts related thereto. d. If the Program process is resumed, the Property Owner shall be liable to the County and/or Contractor for any and all damages and all direct and indirect CL costs related to or caused by the temporary suspension of the Program process. g. Construction [vela s. wring the construction period, the Contractor may experience unforeseen complications relating to the installation of the Program Improvements. The construction contract shall provide that delays related to these unforeseen complications are beyond the control of the Contractor and shall be excused so that the time for completion may reasonably be extended. Construction schedules may also be revised if there is a delay in awarding of the contract or if the Program Improvements have to be re-bid in the event of lack of bidding contractors and/or failure of the lowest responsive, responsible bidder to execute the contract, provide a payment and performance bond or show proof of required insurance. 10. Changes to Scone of Work. The Program Manager reserves the right to snake changes to the plans and specifications and the Program Improvements, at its P ro eqy Oivner Noise Insad ation Agreement � Page 4 r?1`28 Packet Pg.475 sole discretion, at any time during the Program process, provided such changes do not reduce the scope or quality of the Program Improvements described in Exhibit C and such changes are necessitated by the discovery of Ridden conditions not readily detectable during normal property inspection procedures. 11. Acceptance of Work. Upon completion of the Program Improvements, the Program Manager shall inspect or cause the inspection of the Program Improvements to determine if they were completed pursuant to the terms of the contract. The Program Manager retains sole discretion and authority on program conformance and performance issues as they relate to the Contractor, subcontractors, suppliers and acoustic designs. The Property Owner is requested to attend the Substantial Completion Inspection and provide input to the Construction Manager with respect to the identified punch-list items. In addition, the Property Owner is welcome to attend the Final Inspection. In the event the Property Owner elects to not attend the Substantial Completion and Final Inspections, they release and surrender their ability to provide input to the Construction Manager with respect to the acceptance of the CL Program Improvements. In the event there is a disagreement between the Property Owner and the Program Manager as to a conformance or performance issue, the Property Owner shall be required to submit the discrepancy in writing to Monroe County — (representative to be defined before the NIP construction ,process) within 7 days of the inspection giving rise to the discrepancy. Monroe County shall then make a determination as to the acceptability of the conformance/performance issue and any remedial action that may need to be taken. Monroe County shall be the final arbiter of any conformance/performance/issues. Failure by the Property Owner to submit the written complaint within the time period specified above shall thereafter foreclose the Property Owners right to file such complaint. 12, Termination of Agreement, The Property Owner understands that the signing of this Agreement initiates both the BID and CONSTRUCTION PHASES of , the Program Improvements to be performed in accordance with the Program. Therefore, if the Property Owner attempts to terminate this Agreement or otherwise impedes the progress of the performance of the Program Improvements after the award' of the construction contract, the Property Owner will be liable to the County for any and all damages and all direct and indirect coasts caused thereby. CL 11 Warranties. The County does not represent or warrant the level of noise reduction that the Property Owner will experience within the Property as a result of the Program Improvements performed as part of the Program. a. The County agrees that its contract with the Contractor will include standard one (1) year warranties from the Contractor for all materials and workmanship. Such one-year warranty period shall commence as of the time of the acceptance of the work as provided for in Paragraph g. b. At the end of construction, the Program Manager will provide the Property Owner with a Warranty & Final Closeout Package which will contain copies of the warranty policies, product instructions, design documents and legal documents. As a condition of receiving the ''Warranty & Final Closeout Package, the Property Owner Property Owner Noise 1nsrrfation I rewnew � Page 5(#'28 Packet Pg. 476 must first submit a completed NIP Property owner Satisfaction Survey to the Program Manager. After receiving the Warranty & Final Closeout Package, the Property owner understands that the warranty policies for products used in the construction of the Program Improvements differ among product manufacturers. In the event of claim, the Property owner is solely responsible for pursuing all future product warranty issues directly with each product manufacturer. c. In the event of a claim, the Property owner shall be solely responsible for, and agrees to contact the Contractor or product manufacturer directly to coordinate any required warranty service and agrees to loop solely to the general contractor or the product manufacturer for fulfillment of all warranties and for resolution of all product or construction warranty issue(s): (1) The Property owner's inquiry is not directly related to either construction warranties or product warranties (such as window cleaning or product miaintenance) regardless of whether the Property owner's inquiry arises during the one- CL year warranty period from the Contractor or thereafter, (2) The Property owner believes that warranty service is required with respect to construction warranty issues, and the one-year warranty period from the general contractor has expired; ( ) The Property owner believes that service is required with CL _ respect to product warranty issues, the advertised warranty period for the product has , not expired, and the manufacturer is currently conducting its business; and (4) The Property owner believes that service is required with respect to product warranty issues, and the advertised warranty period for the product has expired. t . Pre-Existing Deficiencies. The Property owner will be required to sign Exhibit Q (Deficiency Hold Harmless ,agreement) which will impute all responsibility and liability to the Property owner for any and all present Pre-Existing [deficiencies at the Property, whether seen or unseen. CL 15. Pre-Work requirements. The Property owner will be required to complete any and all Pre-Work, as required by the NIP to successfully accommodate the NIP acoustic modifications. The Property owner will be required to complete all designated Pre-Work items_utilizing their own funds and per the re aired deadline as established_ by the NIP. In the event the Property owner fails to complete the designated Pre'Fork Items by the established NIP deadline, the Property owner shall be removed from NIP participation and the Property owner shall be liable to the County and/or Contractor for any and all resulting damages and all direct and indirect costs related thereto. 16, City of Key West "Hard-Wired" Smoke ,alarm reouirernent. In compliance with the City of Key West Fire Marshall and the City of Key West Building Department construction permit issuance requirements, the Property owner will be required to install 12 -volt "hard-wired" smoke alarms in their condominium in Packet Pg. 477 accordance with all applicable codes and regulations by the required deadline as established by the NIP. The Property Owner will be responsible to ensure that the smoke alarms are not installed in same areas within the condominium where NIP modification work will occur, to avoid any Potential impedance to the NIP construction process. In the event the Property Owner fair to install the designated "hard-wired" smoke alarms by the established NIP deadline, the Property Owner shall be removed from NIP participation. 17 Suspension of Program Process. The Program process may be temporarily suspended at any time during the design and/or construction phases upon the discovery of Deficiencies due to their potential impact on the Program Improvements and product warranties. The Program process will not resume until the Property Owner has corrected all related problems to the satisfaction of the Program Manager. In the event repairs are not completed in a timely manner, the Property Owner will be liable to the County for any and all damages and all direct and indirect costs due to delay and/or stoppages of the work. CL 18. Limitation on .Alterations to the Property. The Property Owner agrees not to make alterations, or to permit any tenant occupying any portion of the ca Property to make alterations to the existing windows„ doors and/or walls from the time of the Design process until the construction of the Program Improvements have been completed. Exceptions to this rule must be pre-approved in writing by the Program Manager, Failure to adhere to this requirement may, at the option of the Program — Manager in its sole discretion, result in an immediate suspension of the construction of the Program Improvements on the Property. The Property Owner will be liable to the County for all direct and indirect costs associated with unapproved alterations and damages related thereto. 1 . Pre and Lost-Construction Noise Testing Process. Pre- & post- construction noise testing is a very important Program process that is designed to measure and determine the actual achieved noise level reduction level at treated properties. If selected by the Program Manager for pre_ & post-construction noise testing, the Property Owner agrees to provide access to their property for testing and agrees to not to make alterations to the interior of their property (with the exception of CL repairs of Deficiencies) from the time of the pre-construction noise test to the post construction noise test. In an effort to insure consistent noise data collection, the Property Owner also agrees to preserve the interior layout of furniture, floor coverings and window treatments from the time of the re-construction noise test to the ost- construction noise test. The Property Owner understands that the failure to adhere to this requirement may result in corruption of the noise testing data. Therefore, the Property Owner understands they may be liable to the County for any direct and indirect noise testing costs in the event these requirements are not met. g, Cooperation. ,As reasonably requested, the Property Owner shall cooperate with the Contractor, the Program Manager and Monroe County in the performance of all phases of the Program Improvements including, but not limited to, the removal and reinstallation of rugs, wall hangings and furniture as necessary. Packet Pg. 478 1- Utilities, The Property Owner shall permit the Contractor to use, at no Cast to the Contractor or the County, existing utilities such as light, heat, power and water necessary to carry out the Program Improvements. 22 Design and Bid Process Access. At scheduled times and/or upon not less than twenty-four ( 4) hours advance notice (via N/P email an for letter), the Property Owner agrees to provide to the Program Manager, Contractor, subcontractors, suppliers, City, County, Mate and federal inspectors and consultants access to the Property to Collect and develop all final design and bid documents. These visits could include, but not be limited to, property survey, design survey, hazardous material inspection, pre-noise testing and pre-bid visit. In the event the Property Owner fails to provide access to the Property for all required NIP Design and Bid Process visits, the Property Owner shall i be removed from NIP participation. . Pre-Construction Access, The Property Owner agrees to provide access to the Property forty-eight (48) hours prior to the scheduled start of NIP CL construction. This short visit will provide the Program Manager with the ability to ensure that the Property Owner has met all furniture storage responsibilities. Failure could result in the suspension of the scheduled NIP construction and the Property Owner shall be liable to the County and/or Contractor for any and all resulting damages and all direct and indirect costs related thereto. 4. Pre and Post Construction Access. At scheduled times and/or CL _ upon not less than twenty-four ( 4) hours advance notice (via NIP email andlor letter and per the established NIP construction schedule assignment, the Property Owner agrees to provide to the Program Manager„ Contractor, subcontractors, suppliers, City, County„ Mate and federal inspectors and consultants access to the Property to provide all required NIP Pre-Construction and Post-Construction visits. These visits could include, but not be limited to final measurement, pre-Construction inspections, review of Designated Storage Space requirements, post construction inspections and post- construction noise testing, In the event the Property Owner fails to provide access for all required NIP Pre and Post Construction visits„ the Property Owner shall be removed from NIP participation and the Property Owner shall be liable to the County and/or Contractor for any and all resulting damages and all direct and indirect casts related thereto. CL 25 Construction Period Access. Upon award of NIP construction contract, the Contractor will provide the Program Manager with their final construction schedule, which will include the required number of calendar days to complete the NIP construction in each of the participating condominiums, Based on this schedule„ the Program Manager will assign each Property Owner with a designated number of calendar days in which construction will occur in their condominium. The Property Owner agrees to relocate from their condominium for the entire assigned time period. In addition, the Property Owner agrees not to re-enter their property for any reason during their assigned construction period due to safety concerns and the potential to negatively impact the Contractor. In the event the Property Owner fails to provide access for their assigned construction time period„ the Property Owner shall be removed from NIP Packet Pg. 479 C.171 participation and the Property Owner shall be liable to the County and/or Contractor for any and all resulting damages and all direct and indirect casts related thereto. 2 , Construction Period Extension Due to Hurricanes, Since the NIP construction period will extend into the Ivey West hurricane season, there is potential for construction delays and/or stoppages, beyond the control of the Contractor, in the event of a threat of an approaching hurricane and/or an actual hurricane event, Due to this possibility, the Property Owner understands that delays may occur in addition to their originally assigned construction time period, without any fault or cast to the Contractor and Program Manager. Furthermore, the Property Owner agrees to relocate from their condominium for all additional calendar days resulting from NIP construction work stoppages due to a hurricane threat or event at no cost to the County, Contractor and/or Program Manager. In the event the Property Owner fails to provide the required additional access to their condominium due to hurricane-related work stoppages, the Property Owner shall be removed from NIP participation and the Property Owner shall be liable to the County and/or Contractor for any and all resulting damages and all direct CL and indirect costs related thereto. 27, Discovery of Pre-Existing Deficiencies During Construction. 1n the ca event the Contractor discovers pre-existing deficiencies at the Property during the NIP construction process that negatively impact the installation of the NIP improvements„ the Property Owner agrees to immediately repair and remediate such deficiencies in an effort to reduce any negative impact on the scheduled construction period, The Property — Owner understands that, depending on the timing of the pre-existing deficiency repair, the NIP construction period may need to be extended, at no fault of the Program Manager or Contractor. �- 2 . Impact of unforeseen KWBTS Building Conditions on Construction Schedule. The Property Owner understands that unforeseen building conditions that may arise during the NIP construction may have the potential to increase the original scheduled duration of construction, which is not the fault of the Program Manager nor Contractor. The Property Owner needs to plan for the "worst-case" possibility that the originally-scheduled construction completion date may be delayed a few additional days due to unforeseen building conditions that may arise and complicate the NIP construction. CL 29, Existing Window / Door Treatments shades and Minds. The Property Owner understands that, after the installation of new NIP acoustic window and doors, the existing window and/or door treatments, shades and blinds may not be compatible nor able to be re-installed due to size differences between the new and existing windows and doors. g, Existing_.grown _ Molding [wring the installation of the new acoustic windows and doors, the NIP will be providing new "standard" replacement interior trim and sills. The Property Owner understands that the NIP replacement trim will not match custom and/or specialized crown molding patterns and/or custom window and door trim. after the completion of the NIP modifications, the Property Owner will have the ability to make modifications to the NIP interior trim at their own expense, PropertY Owner Noise Irandalit n Agreerriew Page 9 ref'28 Packet Pg.480 3 Communication eguirements. The Property Owner agrees t read and review all NIP emails and/or letters in a timely fashion which are being provided by the NIP to ensure schedule conformance. In the event the Property Owner fails to meet this requirement, it could result in removal from NIP participation. 32. Title Examination. The Program Manager has obtained or will obtain, at its sole cost and expense, an "'Abstract of Title" to ensure that the Property title is free from liens and/or title defects. Cooperation in +Nearing Title. Prior to the commencement of construction of the Program Improvements, the Property Owner shall cooperate with the County in order to (i) correct ,any title defects affecting the Property which are disclosed by the "Abstract of Title" and in the sole determination of the County may serve to invalidate the Easement, and (ii) secure the written consent of any and alI mortgage holders to the Property Owner's conveyance of the Easement to the County if the County determines that it is necessary or desirable to do so (collectively, the "Title CL Matters"), If, prior tote commencement of construction of the Program Improvements„ the County, in its sole discretion, determines that the Title Matters affecting the Property may invalidate the Easement, this Agreement shall be null and void, and the Easement shall be terminated. 34. Federal Assurance. As required by the Federal Aviation Administration, the Property Owner agrees to the following provisions: CL a. The Property Owner shall subject the construction work on the project to such inspection and approval during the construction of the Program Improvements and after completion of the Program Improvements as may reasonably -� be requested by the Program Manager and/or Monroe County. b. after final completion of the Program Improvements, the Property Owner shall assume the responsibility for maintenance and operation of the items installed, purchased or constructed under this Agreement. Neither the Federal Aviation Administration nor the County bears any responsibility for maintenance and operation of these items. CL 36, Reduction of Fresh Air Infiltration. The Property Owner will be required to sign Exhibit E ('~ventilation Hold Harmless Agreement) which imputes all responsibility to the Property Owner for the proper maintenance of interior moisture and humidity levels. . Salvage of Materials & Eoui men/. If the Property Owner desires to retain any of the material or equipment removed from the Property as a result of the Program Improvements, the Property Owner shall arrange for the salvage of said materials and equipment directly with the Contractor at the Property Owner's sole risk and expense. The County assumes no responsibility for the condition of the material, equipment or surrounding surfaces as a result of the owner-requested salvage. The Property Owner and the Contractor shall, prior to the commencement of construction, agree upon and execute a document listing those items to be salvaged. In the absence Paolo car-t_t`Owpwr Noise la°a.a•ar/uiion Agreement ent Page 10 as '28 Packet Pg. 481 of such a written agreement, all items shall become the property of the Contractor. Materials and equipment net listed for salvage by the Property Owner shall become the property of the Contractor. 37, Property Insurance. Curing Program construction period, the Contractor will provide builder's risk insurance for the Property. The Property Owner shall have the option, at the Property Owner's sole cost and expense, to maintain a homeowner's insurance policy for the duration of the construction of the Program Improvements. The Property Owner understands that, following final completion, the Contractor's builder's risk insurance will cease, and it is advisable for the Property Owner to obtain insurance to cover any value added to the Property by the Program. . Timing and Effects of Construction. The Property Owner understands that there is a chance that Construction itself may exceed the Contractor's original projected construction time period. The Property Owner also understands that the construction may involve substantial inconvenience and could generate significant CL quantities of dust and debris rendering portions of the Property uninhabitable for extended periods of time. g. Labor and Material Release. The Property Owner releases and forever discharges any and all claims, suits and actions against the Program Manager; the County and its officers, employees, agents, consultants; and contractors and suppliers with respect to issues relating to the conformance of labor, materials and — acoustic designs utilized in the Program Improvements, Nothing in this paragraph shall _ limit the warranties for materials and workmanship contained in the contract with the general contractor. 4 . Sale of Property.. In the event the Property Owner sells, conveys or otherwise transfers title to the Property before the completion of all phases of the Program process, the Property Owner hereby agrees to provide the buyer with a copy of this Agreement prier to the closing on the sale, conveyance or other transfer, and to transfer all of the Property Owner's responsibilities and obligations under this .Agreement to the buyer as a condition of the purchase, conveyance or other transfer of the Property. CL 1. Waiver, No waiver of, acquiescence in, or consent to any breach of any term, covenant or condition hereof shall be construed as, or constitute, a waiver of, acquiescence in, or consent to any other, further or succeeding breach of the same or any other terra„ covenant or condition hereof. 4 . Release of Easement. In the event that this Agreement is cancelled or the County determines that the Easement should be released of record, the Property Owner, upon written request by the County, shall pay to the County the sum of One Hundred Dollars ( 100. 0) to cover the costs of the preparation and recording of the Release of Easement document in the public records of Monroe County, Florida. Property Owner understands that it is the Property Owner's responsibility to insure such payment is made in order to "clear" the title to the Property. Pro en.y Owner Noise Insulation A r,0171 1,11 Pcgc N of 28 Packet Pg. 482 4 . Authority to Execute On Behalf Of.,,County. By Resolution No 11- 2004, duly motioned and passed at a. lawfully announced public meeting, the Board of County Commissioners of Monroe County, did, on the 17tr day of March 2004, grant full authority for the County Administrator to execute this Agreement on behalf of the County without further action by the Board of County Commissioners. 44. Attachments. Attachments to this Agreement include the following, which are incorporated into this Agreement by reference. a. Exhibit A: Program Policy Statements. b. Exhibit : Legal Description of Property c. Exhibit D: Program Improvements. ti d. Exhibit D; Deficiency Hold Harmless Agreement e. Exhibit E: Ventilation Held Harmless Agreement 4 . General Conditions. — a. Governing Law„ Venue, Interpretation, Costs, and Pees. CL ( ) This Agreement shall be governed by and construed in — accordance with the Laws of the State of Florida applicable to contracts made and to be performed entirely in the State. ( ) In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and Property Owner agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. ( ) The County and Property Owner agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them, the issue shall be submitted to mediation prior to the institution of any other CL administrative or legal proceeding. (4) The County and Property Owner agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. b. BindingEffect.ffet. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Property Owner and their respective legal representatives, successors, and assigns, .._ .__ ........ Praolar,q y Ownei,Noise Insi dcrrion A r eer ent Page 12 of"8 Packet Pg. 483 C.171 c. Severabilitv. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement shall not be affected thereby; and' each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original' intent of this Agreement. d. Authority. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and Property Owner action, as may be required by law. e. Duration of Agreement. This Agreement shall commence upon the execution of this Agreement, subsequent to execution by the Property Owner and by the County and shall remain in effect for a period reasonably required to effect the CL Program Improvements (the "Term"), except as may be sooner terminated in accordance with the provisions of this Agreement. f. Acceptance of Gifts, Grants Assistance Funds, or Bequests. The County and Property Owner agree that each shall be and is, empowered to accept for the benefit of any or all of there, gifts, grants, assistance funds, or bequests to be used CL for the purposes of this Agreement. — " g. Maims for Federal or Mate Amid. The County and Property Owner agree that each shall be, and is, empowered to apply for, seek, and obtain federal and _ state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations by the Property Owner shall be approved by the County prior to submission. h. adjudication of disputes or Disagreements. The County and Property Owner agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any CL party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. i. Nondiscrimination, The parties agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred., this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. The parties agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 164 (PL 88- 86 ), which prohibit discrimination in employment on the basis of race, color„ religion, sex, and national origin; ) Title IX of the Education Amendment of 197 „ as amended ( 6 LI C §§ 1681-1688, and 1685-1686), which prohibits discrimination on the basis of sex; 8) Section 664 of the Rehabilitation Act of 1978, as amended ( 6 'D C § 794), Packet Pg.484 which prohibits discrimination on the basis of handicaps, 4) The Age Discrimination Act of 1975, as amended (42 U C §§ 6101-6107), which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 5) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91 616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, 523 and 527 (42 U C §§ 69 dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; ) Title Vill of the Civil Fights Act of 195 (42 UC §§ 391 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1999 (42 U C §§ 121 O�1)„ as amended from time to time, relating to nondiscrimination in employment on the basis of disability; 19) Monroe County Cade Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 1'1) any other nondiscrimination previsions in any federal or state statutes which may apply to the CL parties to, or the subject matter of, this Agreement. j. Cooperation. In the event any administrative or legal proceeding is — instituted against either party relating to the formation, execution, performance, or breach of this Agreement, the County and Property Owner agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, CL and other activities related to the substance of this Agreement or provision of the — services under this Agreement. The County and Property Owner specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement or any Attachment or Addendum to this Agreement, ti k. Books, Records, and Documents. The County and Property Owner shall maintain books, records, and documents directly pertinent to performance under _ this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for audit purposes during the term of the Agreement and for four years following the termination of this Agreement. CL I. Covenant of No Interest, The County, and Property Owner covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. m. Cade of Ethics. The County agrees that the officers and employees of the County recognize and will be required to comply with the standards of conduct relating to public officers and employees as delineated in Section 112,313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. T'r{f1vro,C1w ne .,Vois Page 14 ra 28 Packet Pg. 485 n. No, Solicitation/Payment. The County and Property Owner warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a hone fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, Company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission„ percentage, gift, or other Consideration contingent upon or resulting from the ward or making of this Agreement. For the breach or violation of this provision, the Property Owner agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, Commission, percentage, gift, or consideration. o. Public Access. Property Owner must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and Property Owner shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters CL or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Property Owner in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the Property Owner. Failure of the Property Owner to abide by the terms of this provision shall be deemed a material breach of this Contract and the County may CL enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. ti The Property Owner is encouraged to consult with its advisors about Florida Public records Law in order to comply with this provision. _ Pursuant to F.S. 119. 701 and the terms and conditions of this contract, the Property Owner is required to: (1) Deep and maintain public records that would be required by the CL County to perform the service. ( ) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except a authorized by law for the duration of the contract term and following completion of the contract if the Property Owner does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all publlic records in possession of the Property Owner or keep and maintain public records Pr•opert.r C?rrner Noise Insulation A r•eerraew Page 15 v ` 8 Packet Pg. 486 C.171 that would be required by the County to perform the service. If the Property Owner transfers all public records to the County upon completion of the contract, the Property {owner shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Property Owner keeps and maintains public records upon completion of the contract, the Property Owner shall meet all applicable requirements for retaining public records. All records stared electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the Property Owner of the request, and the Property Owner must provide the records to the County or allow the records to be inspected or copied within a reasonable time. CL If the Property Owner does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this — contract upon violation of this provision by the Property Owner. A Property Owner who 1­_ ca fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be sub)ect to penalties under Section 119,10, CL Florida Statutes. — If the property owner has questions regarding the application of chapter 119, Florida statutes, to the property owner's duty to provide public records relating to this contract, contact the custodian of public records, Brian Bradley, at (89 ) 292- 470, bradlg brian@mo_nroec unty-fl.r�ov, Monroe County Attorney's office, 1111 12th Street, Suite 408, fey West, Ft. 88649. p. Non-Waiver of Immunity. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and Property Owner in this Agreement and the acquisition of any commercial liability insurance coverage„ self- insurance coverage, or local government liability insurance pool coverage shall not be CL deemed a waiver of immunity by the County to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. q Privileges and Immunities. All of the privileges and immunities from liability; exemptions from laws, ordinances, and rules; and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, volunteers, or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. r. Legal Obligations and Responsibilities; Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility .........................__.... Proper.t),Owner Noise Insulation Agreera ent Fare 16 a f 28 Packet Pg.487 imposed upon the entity by law except to the extent of actual and timely performance thereof by any other participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution,. state statutes, case law, and, specifically, the provisions of Chapters 125 and 16 , Florida Statutes. s. Non-Reliance by Edon-Parties. No person or entity shall be entitled to rely upon the terms, or any of there, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and Property Owner agree that neither the County nor Property Owner or any agent, officer, or employee of each shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. CL t. Attestations. The property Owner agrees to execute such documents as the County may reasonably require in the performance of the obligations and duties of the County or Property Owner under this Agreement. u. No Personal Liability, No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this _ Agreement. v. Execution in Counterparts;. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. w. Section Headings. Section headings have been inserted in this CL Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. --- ------- ----------- Packet Pg. 488 C.17.1 WITNESSIN , the Propertyr and the County have executed this Agreementn r first above written. ;WITN SES- PROPERTY OWNER: nature ®. Signature I n;1ed Name 1-14 Pr# Name�� A N Signature _ LW ate 0 Printed Name CL WITNESSES: PROPERTY OWNER: rs reCL Printed Name Printed Name Signat re �°m. r9 ate Printed Name 0) ... _. __.... _. .. -_w ®. CL MONROE COUNTY BOARD OF COUNTY COMMISSIONERS: (Sea i) MAYOR / CHAIRMAN: CLERK I . ClerkDeputy Signature L.......... t _. Property ner Noise Insulation Agreement 18 of 2 PEDRO J RCADO ASSISTANT Q LIN Packet,Pg.489 PROGRAM POLICY STATEMENTS Exhibit o Property Owner Noise Insulation Agreement A. Air Conditioning. General Restrictions. 'while providing a new ductless "mini- � split" AC system to your condominium as a part of the Noise Insulation Program modifications„ the following limitations and restrictions will apply to all condominiums: 1 , All condensing units will be installed on the balcony All refrigerant lines (running from the balcony condensing unit) will be installed consistent with IBT a Board policy rules, maintaining a maximum height of 4 inches. All condensate lines will be installed on the building exterior consistent with KWBT Board policy rules to ensure the highest level of consistency and building architectural aesthetics. 4. All interior AC lines (refrigerant, condensate, electrical) and Energy Recovery Ventilator ( RV) ducts will be housed in new vertical wall and corner pilasters which CL _ will be constructed to match the quality, of existing walls. The number and locations , of the new vertical wall and corner pilasters will differ depending on your unique condominium floor plan and number of bedrooms. The NIP executive architect will review this information with you at your NIP Design Review Meeting. -� . Only electrical service panels that are determined by the Program Manager to be deficient will be replaced by the Program as a past of the Noise Insulation Program modifications, B. Window Sill Replacement. Due to the presence of asbestos, the NIP will provide a new custom wood surround and sill instead of the existing gypsum board surround. Clue to this revised plan, existing custom sills (marble, granite, wood) will not be replaced. This revision will be an improvement, while decreasing constriction costs and improving CL .. time efficiencies. C. Custom Crown Molding and Baseboards Restrictions � The new asbestos abatement requirements will restrict the ability to remove existing custom trim and baseboard prior to construction (as originally assumed), which will not allow sufficient time for the awarded general contractor to secure custom matched replacement trim. Therefore, existing crown moldings, wall trim, and' base, the contractor will, instead, cut the existing wood trim flush to the face of the new pilaster or thru wall ac-infill', At new pilaster locations and, if the thru wall ac infill abuts the existing baseboards, the contractor will install a standard (314" x -`try ') painted wood trim to abut the existing trim, rather than attempting to match the existing Custom trim profiles and materials. After the completion of the NIP construction, the property owner will Exhibit A -Property'Owner Noise Insuluticjn Agreement Page 1,9(?i 28 Packet Pg. 490 have the option to replace the installed trim with other custom trim to match the existing materials and profiles. D. Door Threshold Heights. Due to stringent Florida hurricane impact and water infiltration building codes, all new aluminum acoustical prime entry swinging doors and sliding glass patio doors will have thresholds that are considerably higher (from the floor) than existing door thresholds. These higher door thresholds are designed to provide optimum protection to the interior of a condominium from water infiltration during a hurricane.. E. KWBTS ,Asbestos Testing As required by state and federal requirements, THC conducted asbestos testing on all participating KWBTB condominiums in Buildings A, B and C during the November 2017 to April 2018 time period. This testing included collecting 7 to g samples at each condominium to include gypsum board joint compound, window glazing, and exterior CL window and door caulking. In addition, random exterior stucco samples were collected on both the "walkway" and "courtyard / balcony" building elevations. Ca Depending on the laboratory analysis of these samples, the presence of asbestos containing materials (ACM) have the potential to impact several areas of the NIP construction process to include: - window removal and acoustic window installation, CL - door removal and acoustic door installation, _ - removal of portable "through-wall" AC units and the infilling of openings, - ceiling cuts required for installation of the ductless A , _ - wall Cuts required for the installation of the ductless A , construction of vertical walla pilasters required for installation of the ductless AC system & ERA" ducts, construction of closet soffit for installation of the ER . F. Asbestos aAbateg22pj Reguire ent In the event any samples show a presence of asbestos containing material (ACM), the CL awarded NIP" contractor will be required to perform the following abatement requirements during construction: If samples show a presence of ACM <_1% The NIP contractor will be required to comply with OSHA worker safety requirements to include worker respirators, poly curtains in all areas where the surfaces are disturbed and the use of HEPA vacuum cleaners in the areas where surfaces are chipped, cut and/or sanded. .e .........._ _....... E'xhihii A Properfl,Owner Noise Insulation Agree),110V Page 20 of'28 Packet Pg. 491 If samples show a presence of ACM >1% The NIP contractor will be m e required to perform full asbestos abatement procedures as directed by the Environmental Protection Agency (EPA) to include: Construction of ACM containment barriers in all areas walls, ceilings, closets, In o s1doors), approximately 4 feet from all walls and areas impacted by the NIP modifications. Abatement and bagging of ACM (resulting from demolition process) by certified asbestos abatement staff. - Air sampling of containment areas and clearance of all areas by certified asbestos abatement staff to allow access to containment areas by traditional (non-abatement) workers. CL - THC will be required to provide executive oversight of all ACM abatement processes in all condominiums throughout the NIP construction process to ensure proper compliance with federal and state abatement guidelines. - The presence of ACM will have a significant impact on the NIP construction process, lengthening the construction period and increasing the sequencing CL and coordination requirements of contractor crews. - Given the cost to provide required asbestos abatement procedures, the FAA will require THC to develop a design and construction plan that minimizes the disturbance of ACM to ensure the minimization of construction costs, duration, and liability to the contractor and K BTS property owners. This plan will result in new property owner requirements and design restrictions which are outlined below. G. KWBTS BOARD Authority of Desi_qn Decisions,. The K ,+'BTS ward will have the CL .. Authority to make several of the Program design decisions to include: . Acoustical Window and Door Material � . Acoustical Window and Door Color and Hardware Finishes 3. Acoustical Window and Door Operational Styles . Interior Ductless "Mini-Split" AC System Installation Requirements . Interior Ductless "Mini-Split" AO System Interior Soffit Design and Placement . In-Filled Kitchen Prime Door Policy Treatment Lvhibit A - PropmY Owner Noise hisulalr`on Agreement PcagG'I ol'?ey Packet Pg. 492 C.171 LEGAL DESCRIPTION OF PROPERTY Exhibit o Homeowner Noise Insulation Agreement Apartment Unit known as Knit 307- , Atlantic Tower, KEY WEST BY THE SEA, a Condominium, according t4 the Declaration of Condominium recorded i Official Records gook 589, at Page 370, of the Public Records of Monroe County, Florida. CL CL CL Exhibit B- Pr(,,)pe y Owner Noise A'c�ge 22 gt'28 Packet Pg.493 PROGRAM IMPROVEMENTS Exhibit T Homeowner Noise Insulation Agreement This Exhibit C represents the Program Improvement package for an eligible home that includes the Program Improvements developed by the Program Manager to reduce the interior environment of a property by a minimum of five ( ) decibels. A typical Program Improvement package may include: r Architectural Drawings wing 0 Replacement Aluminum Acoustical Windows Ca •, Replacement Aluminum Acoustical Swinging Prime Door(s) Ca F Replacement Aluminum Acoustical Sliding Mass Patio Door(s) CL CL Exhibit C°-Propert.v Chvner ,'4`oise Insulation Agr eeivent -Cii ,23 c#'2rS Packet Pg. 494 C.171 DEFICIENCY HOLD HARMLESS AGREEMENT Exhibit To Property owner Noise Insulation Agreement In partial consideration of the compensation to be paid on behalf of the � County and the Program for the Program Improvements to be made to the Property described in the Agreement of even date herewith (the "Agreement") between the County and Property Owner and to which this Exhibit a is attached, the undersigned, for and on behalf of the undersigned and the heirs personal representatives, successors„ and assigns of the undersigned, forever releases, remises, discharges, indemnifies and covenants not to sue, institute claims against, or institute any proceedings against, the CL County„ or any of its agents, officers, employees, consultants and/or contractors concerning any and all claims, demands, damages, actions or causes of action of whatsoever Find and nature on account of bodily injuries or death, damage to the property, and the consequences thereof, and any of the foregoing which may accrue to the ca undersigned or their respective heirs, personal representatives, successors and assigns in connection with any and all Pre-Existing Deficiencies (the "Deficiencies") against said CL _ County or any of its officers, agents, employees, consultants and/or contractors to be , legally liable. . The Property Owner understands and assumes full responsibility for the Deficiencies present in the Property, whether visible to the Program Manager or unseen. . The Property Owner understands that the Deficiencies include any deficiencies present in the Property at the time of execution of this Agreement which could include, but not be limited to, code violations, structural damage, water / moisture damage, hazardous materials, infestation and/or any issue that would negatively impact the installation and performance of the Program Improvements. CL If visible, the Property Owner understands that the Program Manager may identify and document Deficiencies at any, time throughout the Program process (including design, bid and construction processes). If identified and documented, the Program Manager will classify the observed Deficiencies as either "Minor" or "Severe". . The Property Owner assumes full responsibility for the worsening of any documented Minor Deficiencies, . In the rare event "Severe" Deficiencies are identified during the design process, the Property Owner agrees to complete necessary repairs to the Property, to the acceptance of the Program Manager, as a precondition to the commencement of construction of the Program Improvements. In the rare event that "Severe" Deficiencies are uncovered during the construction period, the Property Owner agrees to complete Exhibit D a Proper o,Ovvne•Noise Insulation A gTreenleni Page 24 ref?8 Packet Pg.495 necessary repairs to the property, to the acceptance of the Program Manager to minimize any delay or stoppages of work,. 7. The undersigned acknowledge and agree that all of the release and Fold harmless and indemnity provisions set forth in paragraph 1 of this Exhibit Q apply to property damage, injuries, deaths, or damages arising from the Deficiencies and/or all negative impacts that later result after the addition of the program Improvements. The provisions of this Exhibit Q shall survive the termination or expiration of the Property Owner poise Insulation Agreement. . The undersigned hereby agree that the terms and provisions of this Exhibit' Q shall be binding upon and inure to the benefit of the undersigned and their respective heirs, personal representatives, successors and assigns. WI ES: PROPERTYOWNER: f Si-nature '" �- Y .' � (.� il% .- w.�.���..= CL Signature PY-Inted Name - - ' ° Printed Name Ca Signat e .�- � , ate _ CL Printed Name WIT m p' PERT OWNER, �- A gn—at ure r Signature v i Printed Name Printed Name °} Signature Gate Printed Name CL c WITNESSES: PROPERTYOWNER- Signature Signature Printed Name _®.._.._ Printed Warne Signature Date Printed Name Packet Pg. 496 VVENTILATION HOLDL AGREEMENT Exhibit E To Property Owner Noise Insulation Agreement 1 In partial consideration of the compensation to be paid on behalf of the � County and the Program for the Program Improvements to be made to the Property described in the Agreement of even date herewith (the "Agreement") between the County and Property Owner and to which this Exhibit E is attached, the undersigned, for and on behalf of the undersigned and the heirs, personal representatives, successors, and assigns of the undersigned, forever releases, remises, discharges, indemnifies and covenants not to sue, institute claims against, or institute any proceedings against, the CL County, or any of its agents, officers, employees, consultants and/or contractors concerning any and all claims, demands, damages, actions or causes of action of whatsoever bind and nature on account of bodily injuries or death, damage to the property and the consequences thereof, and any of the foregoing which may accrue to ca the undersigned or their respective heirs, personal representatives, successors and assigns in connection with any and all Ventilation Deficiencies (the "Deficiencies") against CL _ said County or any of its officers, agents, employees, consultants and/or contractors to be , legally liable. . The Program Improvements may include the addition of acoustical windows ,and doors, removal and infilling of "through-wall" portable air conditioner units and the addition of a replacement ductless "mini-split" air conditioning system. Because these modifications will result in a tighter interior environment die to the elimination of all passive inside / outside air leafage that was naturally occurring in all openings, the Program will also include the addition of a energy recovery ventilation ( V) unit which will provide an adequate exchange of inside l outside air to the condominium as required by building code. CL . Given the tightened interior environment of the treated condominium, the Property Owner agrees to assume full responsibility for the proper operation of the new Program ductless AC system and energy recovery ventilation ( RV) unit to avoid the potential for mold and moisture problems, especially during periods when the condominium is closed and uninhabited. . Due to FAA eligibility limitations, the Program will not be providing, bathroom exhaust fan treatments. Since bathroom tubs and/or showers are a source of moisture generation in the interior environment of a condominium, the Property Owner agrees to assume full responsibility for ensuring that all bathrooms have an operable bathroom exhaust fan capable of properly exhausting bathroom moisture to the exterior of the building. It should also be noted that the original KWBTS condominiums were constructed with a small wall vent that was designed to allow the passive exhaust of Exhibit l;- Pr•c3,r'rr r•ty Oivner°.Noise Insulation.greement Page 6 qf'2 Packet Pg. 497 bathroom moisture in a central building exhaust shaft. Curing the Program design survey process it was discovered the KWBTS buildings lack a solid central building exhaust shaft. Clue to this existing condition, these original wall vents (if still present) have the potential to provide a pathway for unwanted air, smoke and/or gases into the condominium interior. The Property Owner agrees to assume full responsibility for the sealing of original wall vents in all bathrooms and for any and all negative impacts that may result if left untreated. . It is clearly a building cede violation to duct laundry dryer exhaust to the KWBTS central exhaust shaft. In the event a Property Owner has incorrectly ducted their laundry dryer vent to the KWBTS central building exhaust shafts, they agree to correct this deficiency by properly exhausting their laundry dryer exhaust in an alternative method that meets current building code, at their cost before the initiation of the Program construction process. Furthermore, the Property Owner agrees to assume any and all liability related to the improper ducting of their laundry dryer exhaust. CL The Property Owner understands that the Program Improvements will not address kitchen and bathroom ventilation and/or excessive interior humidity levels generated by the Property Owner within the interior of the condominium. The Property Ca Owner understands and assumes full responsibility for maintenance of interior moisture and humidity levels. The Property Owner agrees to assume full responsibility for any Ca occurrence, reoccurrence or worsening of moisture problems and/or interior humidity levels in the Property. In addition, the Property Owner agrees to assume full CL — responsibility for the maintenance and operation of the NIP venting modifications after completion of the Program Improvements. 7. The undersigned acknowledge and agree that all of the release, hold harmless and indemnity provisions set forth in Paragraph 1 of this Exhibit E apply to injuries, deaths, or damages sustained in connection with or, as a result of any and all interior ventilation deficiencies arising after the addition of the Program Improvements including, but not limited to, high humidity, mold, mildew,-and/or lack of proper exhaust ventilation. The provisions of this Exhibit E shall survive the termination or expiration of the Property Owner Noise Insulation Agreement. . The undersigned hereby agree that the terms and provisions of this CL .. Exhibit E shall be binding upon and inure to the benefit of the undersigned and their respective heirs, personal representatives, successors and assigns. WIT S ES. PROPERTYOWNER: nature Signature f -5-0�.e& Printed Nam +.m ti4„) I � f i P inted Name Signature r�_ .� .. '� s •.... t Date Printed Name Exhibit f i"t°oixo.t,Ovv)wrw Noise his°ula(i«rr Agiveml rat Per�wr '?�> 1 Packet Pg. 498 C.17J WITNESS PROPERTY OWNER: R: sihn6fure Printed Name 1 4 Printed Name Signa re Gate / Printed Name WITNESSES: PROPERTY OWNER: CL - r Signature Signature F k Printed Name Printed Name CL Signature Gate �- Printed Name Uj .........._........... r• CL c c 0 M Packet Pg. 499 Address: Kev West bv the Sea C.17.m Unit o.: Names): PROPERTY OWNER NOISE INSULATION AGREEMENT KEY WEST INTERNATIONAL AIRPORT, MONROE COUNTY THIS NOISE INSULATION AGREEMENT ENT (this "Agreement") is made and effective the date last below written by and between MONROE COUNTY, a municipal corporation organized and existing under the laws of the State of Florida (the "County"), and the undersigned (the "Property Owner"), ITNESSET' H: WHEREAS, the Property Owner is the sole record owner in fee simple of certain real property located in the City of Key West, County of Monroe, State of Florida, and more particularly described on Exhibit B attached hereto (the "Property") and CL WHEREAS, the County is the owner and operator of the Ivey 'West International Airport (the "Airport") situated in the City of Key 'Test, County of Monroe, Mate of Florida, and in close proximity to the Property; and WHEREAS, the County desires to obtain and preserve for the use and benefit of the public a right of free and unobstructed flight for aircraft landing upon, CL _ taking off from, or maneuvering about the Airport; and WHEREAS, the Property Owner has elected to participate in the Ivey West. International Airport's Noise Insulation Program (the "Program") and, as part of the Program, the Property Owner has elected to obtain acoustical treatments and im provements to the Property as more particularly described on Exhibit C attached hereto (the "Program Improvements"); said Program Improvements to be paid for by the County at no cost to the Property Owner and in exchange for the granting to the County of an aviation easement over, across and through the Property; and WHEREAS, the County will enter into a construction contract with a general contractor (the "Contractor") to provide the installation of the Program CL Improvements; and WHEREAS, the Program is managed by the consultant team consisting of a team manager and assistant manager, architect, mechanical l electrical engineer, acoustician and construction manager selected by the County (the "program Manager"); and WHEREAS, the Property Owner and the County mutually desire to agree to the terms upon which the Property Owner will participate in the Program and receive the Program Improvements upon the terms and conditions provided herein; NOW, THEREFORE, in consideration of the terms, covenants and conditions set forth herein, and other good and valuable consideration, the receipt and Packet Pg. 500 C.17.m sufficiency of which are hereby acknowledged, the Property Owner and the County hereby agree as follows°: . Grant of Easement. Simultaneously with the execution of this Agreement, the Property Owner executed and delivered to the County an avigation easement (the "Easement") which Easement has been recorded in the public records of Monroe County, Florida. The Easement remains in full force and effect and is hereby ratified in all respects. . Program Policy Statements. Consistent with the Program and/or Federal Aviation Administration Airport Improvement Program policies and procedures, the Program Manager has developed a series of Program Policy Statements outlining construction and eligibility restrictions. The Property, Owner understands that prescribed Program Improvements will be consistent with the Program Policy Statements provided to the Property Owner by the Program Manager. A copy of the Program Policy Statements is attached hereto as Exhibit A. CL Payment of Program Improvements. The County agrees to pay for the Program Improvements described in Exhibit Q attached hereto. The Program Improvements will be approved by the Property Owner and County, managed by the Program Manager, and performed by the Contractor. . Impeding Competitive Bid Process. The Property Owner shall not CL _ impede or interfere with the Contractor's ability to select between approved product , manufacturers and subcontractors in the preparation of bid submittals. To insure a competitive bid environment, the Property Owner is prohibited from having any discussion or communication with the Contractor in relation to the Program, the -� contractor's bid, or this Agreement until after award of the construction contract by the County. Failure of the Property Owner to comply with this provision shall, at the option of the County in its sole discretion, result in disqualification from the Program and cancellation of this Agreement. . Construction Contract. The County will award the contract for the Program Improvements consistent with Federal and County competitive bidding policies and procedures. The contract will require the Contractor to complete the Program CL Improvements within a time period defined by the Program Manager. . Pre- & Post-Construction Responsibilities. The Property Owner shall � meet all responsibilities and requirements pertaining to both pre-construction and post_. construction: a. Prior to the start of NIP construction, the Property Owner shall meet all Pre-Construction requirements to include: ( ) Removing all valuables (such as Jewelry, coins, guns, antiques, heirlooms, etc.) from their condominium; ( ) Moving of all furniture and belongings into the "Designated Storage Space Area" within the condominium, providing the required "clear area" (white .!'1•c,per'tY Owner Noise lamulata`ota Agreeniew fare 2 r}1'28 Packet Pg. 501 C.17.m space in sketch) for the Contractor. When doing so, the Property Owner will have the ability to utilize the complete "floor to ceiling" space. ( ) Removing of all excessive furniture and belongings from the condominium that will not fit in the "Designated Storage Space ,area", ( ) Removing all window and dour treatments (such as blinds, drapes, plantation shutters, etc.) and storing them in the "Designated Storage Space Area ( ) Removing all electronic and dust-sensitive items from their cond'om,inium or wrapping with protective poly before storing there in the "Designated Storage Space Area"; — (S) Removing all wall hangings (such as mirrors, pictures, hanging shelves, etc.) and storing them in the "Designated Storage Space ,Area"; CL (7) Moving all small items and belongings into either the closets or bathrooms as outlined in the "Designated Storage Space Sketch" b. ,After completion of the N I P construction, the Property Owner shall meet all Post-Construction requirements to include; CL (1) Moving of all furniture and belongings stored in the "Designated Storage Space Areas" back to their original positions in the condominium; ( ) Moving of any excessive furniture and belongings back into the condominium; ( ) Ike-installation of all wall treatments, door treatments and wall hangings back to their original positions in the condominium, c. In the event the Property Owner fails to perform any and all of the above Pre-Construction responsibilities, the Property Owner shall be removed from NIP participation and the Property Owner shall be liable to the County and/or Contractor for CL any and all resulting damages and all direct and indirect costs related thereto. d. In the event the Property Owner fails to perform any and all of the above Post-Construction responsibilities, the Property Owner shall be liable to the County and/or Contractor for any and all resulting damages and all direct and indirect costs related thereto, 7. Impeding Construction. Once construction of the Program Improvements begins, the Property Owner shall not impede construction or alter construction schedules, In addition, the Property Owner shall prevent any and all tenants that may occupy the Property" during the construction of the Program Improvements from impeding construction or altering construction schedules, In the event the Property Owner or any tenant occupying the Property impedes construction or ... ...... Prat,+ere.),Owner Noise Insulation As;reenieni Pc(ge 3 ol'2 Packet Pg. 502 C.17.m alters the construction schedule, the Property Owner shall be liable to the Contractor and the County for any damages and all direct and indirect costs related thereto. Safe Working Environment. The Property Owner shall be responsible for providing a sate working environment for the Program Manager, Contractor, subcontractors, suppliers, and City, County, State and federal inspectors. a. Throughout all phases of design and construction of the Program Improvements, the property Owner shall be responsible for: (l) Providing a working environment that is free from potential health risks, biohazard conditions, hazardous chemicals, obstacles, weapons of any kind and/or explosives; ( ) refraining from verbal abuse or profanity; r ( ) refraining from aggressive physical contact, and CL ( ) Insuring that all pets are completely secured ,and contained. b. In the event the Property Owner fails to meet any of the foregoing conditions, the program process may, at the County's discretion, be temporarily suspended at any time. In such event, the program Manager shall notify the Property CL Owner in writing, stating the corrective action(s) and/or condition(s) required to be completed or performed by the Property Owner prior to the County resuming the Program process. c. In the event the Program process is not resumed due to the Property Owner's failure to complete the corrective action(s) ,and/or condition(s) required by the Program Manager, the Property Owner shall be liable to the County and/or Contractor for any and all damages and all direct and indirect costs related thereto. d. If the Program process is resumed, the Property Owner shall be liable to the County and/or Contractor for any and all damages and all direct and indirect CL costs related to or caused by the temporary suspension of the Program process. g. Construction Delays. During the construction period, the Contractor may experience unforeseen complications relating to the installation of the program Improvements. The construction contract shall provide that delays related to these unforeseen complications are beyond the control of the Contractor and shall be excused so that the time for completion may reasonably be extended. Construction schedules may also be revised if there is a delay in awarding of the contract or if the Program Improvements have to be re-bid in the event of lack of bidding contractors and/or failure of the lowest responsive, responsible bidder to execute the contract, provide a payment and performance band or show proof of required insurance. 10. Changes to Scope of ` oV rk. The Program manager reserves the right to make changes to the plans and specifications and the Program Improvements, at its Packet Pg. 503 C.17.m sole discretion, at any time during the Program process, provided such changes do not reduce the scope or quality of the Program Improvements described in Exhibit C and such changes are necessitated by the discovery of hidden conditions not readily detectable during normal property inspection procedures. 11. Acceptance of Work. Upon completion of the Program Improvements, the Program Manager shall inspect or cause the inspection of the Program Improvements to determine if they were completed pursuant to the terms of the contract. The Program Manager retains sole discretion and authority on program conformance and performance issues as they relate to the Contractor, subcontractors, suppliers and acoustic designs. The Property Owner is requested to attend the Substantial Completion Inspection and provide input to the Construction Manager with respect to the identified punch-list items. In addition, the Property Owner is welcome to attend the Final Inspection, In the event the Property Owner elects to not attend the Substantial Completion and Final Inspections, they release and surrender their ability to r provide input to the Construction Manager with respect to the acceptance of the CL Program Improvements. In the event there is a disagreement between the Property Owner and the Program Manager as to a conformance or performance issue, the Property Owner shall be required to submit the discrepancy in writing to Monroe County ca (representative to be defined before the IFS construction rocess) within 7 days of the inspection giving rise to the discrepancy, Monroe County shall then make determination as to the acceptability of the conform anceiperformance issue and any remedial action that may need to be taken. Monroe County shall be the final arbiter of CL any conformance/performance/issues, Failure by the Property Owner to submit the = written complaint within the time period specified above shall thereafter foreclose the Property owners right to file such complaint. �- 1 . Termination of Agreement. The Property Owner understands that the signing of this Agreement initiates both the BID and CONSTRUCTION PHASES of the Program Improvements to be performed in accordance with the Program. Therefore, if the Property Owner attempts to terminate this Agreement or otherwise impedes the progress of the performance of the Program Improvements after the award of the construction contract, the Property Owner will be liable to the County for any and all damages and all direct and indirect costs caused thereby. CL 11 Warranties. The County does not represent or warrant the level of noise reduction that the Property Owner will experience within the Property as a result of the Program Improvements performed as part of the Program. a, The County agrees that its contract with the Contractor will include standard one (1) year warranties from the Contractor for all materials and workmanship. Such one-year warranty period shall commence as of the time of the acceptance of the work as provided for in Paragraph g. b. At the end of construction, the Program Manager will provide the Property Owner with a Warranty & Final Closeout Package which will contain copies of the warranty policies, product instructions, design documents and legal documents. As a condition of receiving the Warranty & Final Closeout Package, the Property Owner Pro,r e tv Owner Noise Insulation A reerr eal Page 5(?f 8 Packet Pg. 504 C.17.m must first submit a completed NIP Property Owner Satisfaction Survey to the Program Manager. After receiving the Warranty & Final Closeout Package, the Property Owner understands that the warranty policies for products used in the construction of the Program Improvements differ among product manufacturers, In the event of claim, the Property Owner is solely responsible for pursuing all future product warranty issues directly with each product manufacturer. c, In the event of a claim, the Property Owner shall be solely responsible for, and agrees to contact the Contractor or product manufacturer directly to coordinate any required warranty service and agrees to look solely to the general contractor or the product manufacturer for fulfillment of all warranties and for resolution of all product or construction warranty issue(s): ( ) The Property Owner's inquiry is not directly related to either construction warranties or product warranties (such as window cleaning or product r maintenance) regardless of whether the Property Owner's inquiry arises during the one- CL year warranty period from the Contractor or thereafter; (2) The Property Owner believes that warranty service is required with respect to construction warranty issues, and the one-year warranty period from the general contractor has expired; ( ) The Property Owner believes that service is required with CL _ respect to product warranty issues, the advertised warranty period for the product has , not expired, and the manufacturer is currently conducting its business; and ( ) The Property Owner believes that service is required with respect to product warranty issues, and the advertised warranty period for the product has expired. 4. Pre-Existing Deficiencies, The Property Owner will be required to sign Exhibit D (Deficiency Hold Harmless Agreement) which will impute all responsibility and liability to the Property Owner for any and all present Pre-Existing Deficiencies at the Property, whether seen or unseen. CL 15, Pre-Work Requirements. The Property Owner will be required to complete any and all Pre-Work, as required by the CHIP to successfully accommodate the NIP acoustic modifications. The Propert O rne�r will be required to com le all � deli nate Pre-Work items utilizing their own funds and per the required deadlines as established by the NIP. In the event the Property Owner fails to complete the designated Pre-Work items by the established NIP deadline, the Property Owner shall be removed from NIP participation and the Property Owner shall be liable to the County and/or Contractor for any and all resulting damages and all direct and indirect costs related thereto. 1 . C t of Key West "Hard-'`Fired" Smoke Alarm Re uirement. In compliance with the City of Key West Fire Marshall and the City of Ivey West Building Department construction permit issuance requirements, the Property Owner will be required to install 0-volt "hard-wired" smoke alarms in their condominium in N0130-1� 0W17rer Noise Insululion Agreeinenf /loge 6 ol'8 Packet Pg. 505 C.17.m accordance with all applicable codes and regulations by the required deadline as established by the NIP'. The Property Owner will be responsible to ensure that the smoke alarms are not installed in same areas within the condominium where NIP' modification work will occur, to avoid-,,any potential im edance to the NIP construction process. In the event the Property Owner fails to install the designated "hard-wired" smoke alarms by the established NIP deadline, the Property Owner shall be removed from NIP participation. 1 . Sus ension of ,Program Process. The Program process may be temporarily suspended at any time during the design and/or construction phases upon the discovery of Deficiencies due to their potential impact on the Program Improvements and product warranties. The Program process will not resume until the Property Owner has corrected all related problems to the satisfaction of the Program Manager. In the event repairs are not completed in a timely manner, the Property Owner will be liable to the County for any and all damages and all direct and indirect costs due to delay and/or stoppages of the work. CL 18. Limitation on Alterations to the Praoert The Property Owner agrees not to make alterations, or to permit any tenant occupying any portion of the ca Property to make alterations to the existing windows, doers and/or walls from the time of the Design process until the construction of the Program Improvements have been completed. Exceptions to this rule must be pre-approved in writing by the Program Manager, Failure to adhere to this requirement may, at the option of the Program CL - Manager in its sole discretion, result in an immediate suspension of the construction of = the Program Improvements on the Property. The Property Owner will be liable to the County for all direct and indirect casts associated with unapproved alterations and >_ damages related thereto. 19, Pre and Post-Construction Noise Testing Process, Pre- & post- construction noise testing is a very important Program process that is designed to measure and determine the actual achieved noise level reduction level at treated properties. If selected by the Program Manager for pre- & post-construction noise testing, the Property Owner agrees to provide access to their property for testing and agrees to not to make alterations to the interior of their property (with the exception of 0 repairs of Deficiencies) from the time of the pre-construction noise test to the post CL construction noise test. In an effort to insure consistent noise data collection, the Property Owner also agrees to preserve the interior layout of furniture, floor coverings and window treatments from the time of the re-construction noise test to the post- construction noise test. The Property Owner understands that the failure to adhere to this requirement may result in corruption of the noise testing data. Therefore, the Property Owner understands they may be liable to the County for any direct and indirect noise testing costs in the event these requirements are not met. g. Cooperation. As reasonably requested, the Property Owner shall cooperate with the Contractor, the Program Manager and Monroe County in the performance of ,all phases of the Program Improvements including, but not limited to, the removal and reinstallation of rugs, wall hangings and furniture as necessary. _..u.. _. ..... ........ ....... Property Ovvner Noise Irrs•ulaiion Agreement Page ,rip#'8 Packet Pg. 506 C.17.m 1.. Utilities. The Property Owners all permit the Contractor to use, at no cost to the Contractor or the County, existing utilities such as light, heat, power and water necessary to carry out the Program Improvements.. . Design and Bid Process Access. At scheduled times and/or upon not less than twenty-four ( 4) hours advance notice (via N/P email and/or letter), the Property Owner agrees to provide to the Program Manager, Contractor, subcontractors, suppliers, City„ County, State and federal inspectors and consultants access to the Property to collect and develop all final design and bid documents. These visits could include, but not be limited to, property survey, design survey, hazardous material inspection, pre-noise testing and pre-bid visit. In the event the Property Owner fails to provide access to the Property for all required NIP Design and Enid Process visits, the Property Owner shall be removed from NIP participation. . Pre-Construction Access, The Property Owner agrees, to provide access to the Property forty-eight (4 ) hours prior to the scheduled start of NIP CL construction. This short visit will provide the Program Manager with the ability to ensure that the Property Owner has met all furniture storage responsibilities. Failure could result in the suspension of the scheduled NIP construction and the Property Owner shall be liable to the County and/or Contractor for any and all resulting damages and all direct and indirect costs related thereto. 4. Pre and Post Construction Access. At scheduled times and/or CL _ upon not less than twenty-four ( 4) hours advance notice (via NIP email and/or letter) and per the established NIP construction schedule assignment, the Property Owner agrees to provide to the Program Manager, Contractor, subcontractors, suppliers, City, >_ County, State and federal inspectors and consultants access to the Property to provide -� all required NIP Pre-Construction and Post-Construction visits. These visits could include, but not be limited to final measurement, pre-construction inspections, review of Designated Storage Space requirements, post construction inspections and post- construction noise testing. In the event the Property Owner fails to provide access for all required NIP Pre and Post Construction visits, the Property Owner shall be removed from NIP participation and the Property Owner shall be liable to the County and/or Contractor for any and all resulting damages and all direct and indirect costs related CL thereto. 5. Construction Period Access. Upon award of NIP construction contract, the Contractor will provide the Program Manager with their final construction schedule, which will include the required number of calendar days to complete the NIP construction in each of the participating condominiums. used on this schedule, the Program Manager will assign each Property Owner with a designated number of calendar days in which construction will occur in their condominium. The Property Owner agrees to relocate from their condominium for the entire assigned time period. In addition„ the Property Owner agrees not to re-enter their property for any reason during their assigned construction period due to safety concerns and the potential to negatively impact the Contractor. In the event the Property Owner fails to provide access for their assigned construction time period, the Property Owner shall be removed from NIP Pr-rapei-4 {"1vvner Noise tnsulatr`on..-tgt°cRemeni 1'crge 8 gl'28 Packet Pg. 507 C.17.m participation and the Property Owner shall be liable to the County and/or Contractor for any and all resulting damages and all direct and indirect costs related thereto. . Construction Period Extension Due to Hurricanes. Since the NIP construction period will extend into the Ivey West hurricane season, there is potential for construction delays and/or stoppages, beyond the control of the Contractor, in the event of a threat of an approaching hurricane and/or an actual hurricane event. Due to this possibility, the Property Owner understands that delays may occur in addition to their originally assigned construction time period, without any fault or cost to the Contractor and Program Manager. Furthermore, the Property Owner agrees to relocate from their condominium for all additional calendar days resulting from NIP construction work stoppages due to a hurricane threat or event at no cost to the County, Contractor and/or Program Manager. In the event the Property Owner fails to provide the required additional access to their condominium due to urricane-related work stoppages, the Property {owner shall be removed from NIP" participation and the Property Owner shall r be liable to the County and/or Contractor for any and all resulting damages and all direct CL and indirect costs related thereto. 27. Discove of Pre-Existing Deficiencies During Construction. In the event the Contractor discovers pre-existing deficiencies at the property during the NIP construction process that negatively impact the installation of the NiP improvements, the Property Owner agrees to immediately repair and remediate such deficiencies in an effort to reduce any negative impact on the scheduled construction period. The Property — Owner understands that, depending on the timing of the pre-existing deficiency repair, _ the NIP construction period may need to be extended, at no fault of the Program Manager or Contractor. . Impact of Unforeseen KWBTS Building Conditions on Construction Schedule. The Property Owner understands that unforeseen building conditions that may arise during the NIP construction may have the potential to increase the original scheduled duration of construction, which is not the fault of the Program Manager nor Contractor. The Property Owner needs to plan for the "worst-case" possibility that the originally-scheduled construction completion date may be delayed a few additional days due to unforeseen building conditions that may arise and complicate the NIP construction. CL g, Existing Window / Door Treatments,. Shades and Blinds. The Property Owner understands that, after the installation of new NIP acoustic window and doors, the existing window and/or door treatments, shades and blinds may not be compatible nor able to be re-installed due to size differences between the new and existing windows and doors.. g, Existinq Crown Molding_. During the installation of the new acoustic windows and doors, the NIP will be providing new "standard" replacement interior trim and sills, The Property Owner understands that the NIP replacement trim will not match custom and/or specialized crown molding patterns and/or custom window and door trim. ,after the completion of the NIP modifications, the Property Owner will have the ability to male modifications to the NIP interior trim at their own expense. _ma ...... Packet Pg. 508 C.17.m 31, Communication f;euu rements. The Property Owner agrees to read and review all NIP emails and/or letters in a timely fashion which are being provided by the NIP to ensure schedule conformance. In the event the Property Owner fails to meet this requirement, it could result in removal from NIP participation. 3 . Title Examination. The Program Manager has obtained or will obtain, at its sole cost and expense, an "Abstract of Title" to ensure that the Property title is free from liens and/or title defects. 33. Cooperation in Clearing Title. Prior to the commencement of construction of the Program Improvements, the Property Owner shall cooperate with the County in order to (i) correct any title defects affecting the Property which are disclosed by the "Abstract of Title" and in the sole determination of the County may serve to invalidate the Easement, and (ii) secure the written consent of any and all mortgage alders to the Property Owner's conveyance of the Easement to the County if the r County determines that it is necessary or desirable to do so (collectively, the "Title CL Matters"). If, prior to the commencement of construction of the Program Improvements, the County, in its sole discretion, determines that the Title Matters affecting the Property may invalidate the Easement, this Agreement shall be null and void, and the Easement shall be terminated. 3 . Federal Assurance. As required by the Federal Aviation Administration, the Property Owner agrees to the following provisions: CL — a. The Property Owner shall subject the construction work on the project to such inspection and approval during the construction of the Program Improvements and after completion of the Program Improvements as may reasonably -� be requested by the Program Manager and/or Monroe County. b. After final completion of the Program Improvements, the Property Owner shall assume the responsibility for maintenance and operation of the items installed, purchased or constructed under this Agreement. Neither the Federal Aviation Administration nor the County bears any responsibility for maintenance and operation of these items. CL 3 . Reduction of Fresh Air Infiltration. The Property Owner will be required to sign Exhibit E (Ventilation Hold Harmless Agreement) which imputes all responsibility to the Property Owner for the proper maintenance of interior moisture and humidity levels. 3 . Salvage of Materials & Equipment. If the Property Owner desires to retain any of the material or equipment removed from the Property as a result of the Program Improvements, the Property Owner shall arrange for the salvage of said materials and equipment directly with the Contractor at the Property Owner's sole risk and expense. The County assumes no responsibility for the condition of the material, equipment or surrounding surfaces as a result of the owner-requested salvage. The Property Owner and the Contractor shall, prior to the commencement of construction, agree upon and execute a document listing those items to be salvaged. In the absence Pro erh'0ii ner Noise Insulation Agree anent Page ICJ ol'28 Packet Pg. 509 C.17.m of such a written agreement, all items shall become the property of the Contractor. Materials and equipment net listed for salvage by the Property Owner shall become the property of the Contractor. 7, Propegy Insurance. During Program construction period, the Contractor will provide builder's risk insurance for the Property. The Property Owner shall have the option, at the Property Owner's sole cost and expense, to maintain a homeowner's insurance policy for the duration of the construction of the Program Improvements. The Property Owner understands that, following final completion, the Contractor's builder's risk; insurance will cease, and it is advisable for the Property Owner to obtain insurance to cover any value added to the Property by the Program. . Timing and Effects f Construction. The Property owner understands that there is a chance that construction itself may exceed the Contractor's original projected construction time period. The Property Owner also understands that r the construction may involve substantial inconvenience and could generate significant CL quantities of dust and debris rendering portions of the Property uninhabitable for extended periods of time. g. Labor and Material Release. The Property Owner releases and forever discharges any and all claims, suits and actions against the Program Manager; the County and its officers, employees, agents, consultants, and contractors and suppliers with respect to issues relating to the conformance of labor, materials and _ acoustic designs utilized in the Program Improvements. Nothing in this paragraph shall limit the warranties for materials and workmanship contained in the contract with the general contractor. �- 40. Sale of Property. In the event the Property Owner sells, conveys or otherwise transfers title to the Property before the completion of all phases of the Program process, the Property Owner hereby agrees to provide the buyer with a copy of this Agreement prior to the closing on the sale, conveyance or other transfer, and to transfer all of the Property Owner's responsibilities and obligations under this Agreement to the buyer as a condition of the purchase, conveyance or other transfer of the Property. CL 41, Waiver. No waiver of, acquiescence in, or consent to any breach of any term, covenant or condition hereof shall be construed as, or constitute, a waiver of, acquiescence in, or consent to any other, further or succeeding breach of the same or any other terra, covenant or condition hereof.. 4 . Release of Easement. In the event that this Agreement is cancelled or the County determines that the Easement should be released of record, the Property Owner, upon written request by the County, shall pay to the County the sure of One Hundred Dollars ( 1 gg.00) to cover the costs of the preparation and recording of the Release of Easement document in the public records of Monroe County, Florida. Property Owner uinderstands that it is the Property Owner's responsibility to insure such payment is made in order to "clear" the title to the Property. Pr°opera Owner Noise insulation Aareemerd Pogue P I of 8 Packet Pg. 510 C.17.m . Authority to Execute On Behalf Of County. By Resolution No. 111- 2004, duly motioned and passed at a lawfully announced public meeting, the Board of County Commissioners of Monroe County, did, on the 17tn day of March 2004, grant full authority for the County Administrator to execute this Agreement on behalf of the County without further action by the Board of County Commissioners. 4 . Attachments. Attachments to this Agreement include the following, which are incorporated into this Agreement by reference. a. Exhibit.A. Program Policy Statements. b, Exhibit 13: Legal Description of Property c. Exhibit : Program Improvements. ti d, Exhibit D. Deficiency Hold Harmless AgreementCL e. Exhibit E: Ventilation Hold Harmless Agreement 45, General Conditions. — a. GoveroLng..Law Venue, I nte rp retatIon Costs and Fees.. CL (1) This Agreement shall be governed by and construed in — accordance with the Laws of the State of Florida applicable to contracts made and to be performed entirely in the State. ( ) In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and Property Owner agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. a) ( ) The County and Property Owner agree that, in the event of conflicting interpretations of the terms or a terra of this Agreement by or between any of them, the issue shall be submitted to mediation prior to the institution of any otherCL administrative or legal proceeding. (4) The County and Property Owner agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorneys" fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. b. Binding Effect. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Property Owner and their respective legal representatives, successors, and assigns. rot Ovvner Nraise Insulatiryn Agr-c.orxew Page I? o08 Packet Pg. 511 C.17.m c. Severabifty. If any team, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by lave unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. d. Authority, Each party represents and warrants to the ether that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and Property Owner action, as may be required by lave. e. Duration of Arc reement. This agreement shall commence upon the execution of this Agreement, subsequent to execution by the Property Owner and by the County and shall remain in effect for a period reasonably required to effect the CL Program Improvements (the "Term"), except as may be sooner terminated in accordance with the provisions of this Agreement. f, Acceptance of Gifts, Grants, Assistance Funds, or Bequests. The County and Property Owner agree that each shall be, and is, empowered to accept for the benefit of any or all of therm, gifts, grants, assistance funds, or bequests to be usedCL for the purposes of this Agreement. g. Claims for Federal or Mate Aid. The County and Property Owner agree that each shall be, and is, empowered to apply for, seek, and obtain federal and _ state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations by the Property Owner shall be approved by the County prior to submission. h. Adjudication of disputes or Disagreements. The County and Property Owner agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any CL party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. i. Nondiscrimination. The parties agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. The parties agree to damply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to; 1) Title VII of the Civil Rights Act of 19 4 (PL 88 3 ), which prohibit discrimination in employment on the basis of race, color, religion, sex, and national origin; 2) Title IX of the Education amendment of 1972, as amended ( g U C §§ 1 81-1683, and 168 -168 ), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended ( g U C § 794), ......._. — llr ope:r ij,0�vner-Noise Insulation,,1gree rraem Purge 13 rr '78 Packet Pg. 512 C.17.m which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 UC §§ 5191-5197) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 5) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1979 (PL 91 516), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, 523 and 527 (42 UC §§ 599dd-3 and 290ee- ) as amended, relating to confidentiality of alcohol and drug abuse patient records; ) Title VII I of the Civil rights Act of 1968 (42 C §§ 3591 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1999 (42 U C §§ 12101), as amended from time to time, relating to nondiscrimination in employment on the basis of disability; 10) Monroe County Code Chapter 14, Article 11, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) any other nondiscrimination provisions in any federal or state statutes which may apply to the CL parties to or the subject matter of, this Agreement. j. Cooperation. In the event any administrative or legal proceeding is — instituted against either party relating to the formation, execution, performance„ or r breach of this Agreement, the County and Property Owner agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, CL and other activities related to the substance of this Agreement or provision of the — services under this Agreement. The County and Property Owner specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement or any Attachment or Addendum to this Agreement. ti . Books, Records and Documents.. The County and Property Owner shall maintain books, records, and documents directly pertinent to performance under = this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for audit purposes during the term of the Agreement and for four years following the termination of this Agreement. CL (. Covenant of No Interest. The County and Property Owner covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement, m. Code of Ethics, The County agrees that the officers and employees of the County recognise and will be required to comply with the standards of conduct relating to public officers and employees as delineated in Section 112,313, Florida Statutes, regarding, but not limited to, solicitation or ,acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. PropertY 0vvner No[ye Insulation 1,4greerr ew Nige 14 €?1 28 Packet Pg. 513 ;C.17.m n. No Solicitation/Payment. The County and Property Owner warrant that, in respect to itself, it has neither employed nor retained any company or person, ether than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, ether than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the Property Owner agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. o. Public Access. Property Owner must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 � of article I of the Constitution of Florida. The County and Property Owner shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters CL or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, ;and made or received by the County and Property Owner in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this ca provision by the Property Owner. Failure of the Property Owner to abide by the terms of this provision shall be deemed a material breach of this contract and the County may CL enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. ti The Property Owner is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. _ Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the Property Owner is required to: (1) Keep and maintain public records that would be required by theCL County to perform the service. ( ) Upon receipt from the County's custodian of records, provide the � County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. ( ) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract terra and following completion of the contract if the Property Owner does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Property Owner or keep and maintain public records Pr open 1y(hwner°Noise hisrrlafioaa.greonew Page 1-5 o '?8 Packet Pg. 514 C.17.m that would be required by the County to perform the service. if the Property Owner transfers all public records to the County upon completion of the contract, the Property Owner shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Property Owner keeps and maintains public records upon completion of the contract, the Property Owner shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County.. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the Property Owner of the request, and the Property Owner must provide the records to the County or allow the records to be inspected or copied within a reasonable time. CL If the Property Owner does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the Property Owner. A Property Owner who ca fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under Section 11 .1 , CL Florida Statutes. If the property owner has questions regarding the application of chapter 119, Florida statutes, to the property owner's duty to provide public records relating to this contract, _ contact the custodian of public records, Brian Bradley, at (305) 9 - 470, bredl y- brianmonroecounty fl.gov, Monroe County Attorney's office, 1111 1th Street, Suite 408, Ivey West, FL 33040, p. Non-Waiver of Immunity. Notwithstanding the provisions of Sec.. 758. 8, Florida Statutes, the participation of the County and Property Owner in this Agreement and the acquisition of any commercial liability insurance coverage, self- insurance coverage, or local government liability insurance pool coverage shall not be CL deemed a waiver of immunity by the County to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver, q. Privileges and Immunities. All of the privileges and immunities from liability; exemptions from laws, ordinances, and rules; and pensions and relief, disability, workers compensation, and other benefits which apply to the activity of officers, agents, volunteers, or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. r. Legal Obligations and Responsibilities, Non-delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility ... Packet Pg. 515 C.17.m imposed upon the entity by law except to the extent of actual and timely performance thereof by any other participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statutes, case law, and, specifically, the provisions of Chapters 125 and 163, Florida Statutes. s. Non-Reliance by Non-Parties. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and property Owner agree that neither the County nor property Owner or any agent, officer, or employee of each shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. CL t. Attestations. The property Owner agrees to execute such documents as the County may reasonably require in the performance of the obligations and duties of the County or property Owner under this Agreement. r u. No personal Liability. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or — employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. v. Execution in Counterparts, This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. w. Section Headings. Section headings have been inserted in this CL Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. Pt°o,(at-—4,Owner Noise Page l7 q1'28 Packet Pg. 516 C.17.m IN WITNESSr r and the County have executed this Agreement as of the day and year first above written. OWNER:WITNESSES: PROPERTY S ture _ 4SIgnat Pnte me - ant ante N 'f Date jaS Printed Name CL I e® S'tgnat re Signature z Print a1Tte ' Pr in ed Plante natureae. Data Printe ame y CC __........ .... ..._.w.... ,..._.._ _.._,.. _ ...... w _ m..._._.,....._.....w.. .._ _w, .,u, __....... COMMISSIONERS: CL MONROE COUNTY BOARD OF COUNTY ry (Sea I) MAYOR / I E KEVIN MADOK, CLERK : Deputyl Signature t .... _.._. .. _ ' ... ..__ _ PR v Property ner Noise Insulation n Agreement P e 18 of 2 P J. a�� �tA ° <.._ Packet,Pg. 517 ;C.17.m PROGRAM POLICY `SATE ENT Exhibit A To Property ner Noise Insulation Agreement A. Air onditioning: {general Restrictions. While providing, a new ductless "mini- � split" AC system to your condominium as a part of the Eloise Insulation Program modifications, the following limitations and restrictions will apply to all condominiums: 1. All condensing units will be installed on the balcony . All refrigerant lines (running from the balcony condensing unit) will be installed consistent with KWBTS Board policy rules, maintaining a maximum height of 4 inches. All condensate lines will be installed on the building exterior consistent with IBT Board policy rules to ensure the highest level of consistency and building architectural aesthetics. 4. All interior AC lines (refrigerant., condensate, electrical) and Energy Recovery Ventilator (EPA`) ducts will be housed in new vertical wall and corner pilasters which CL _ will be constructed to match the quality of existing walls. The number and locations , of the new vertical wall and corner pilasters will differ depending on your unique condominium floor plan and number of bedrooms.. The NIP executive architect will >- review this information with you at your NIP Design Review Meeting. -� 5. Only electrical service panels that are determined by the Program Manager to be deficient will be replaced by the Program as a part of the Noise Insulation Program modifications. B. Window Sill Replacement. Due to the presence of asbestos, the NIP will provide a new custom wood surround and sill instead of the existing gypsum board surround. Due to this revised plan, existing custom sills (marble, granite, wood) will not be replaced. This revision will be an improvement, while decreasing constriction costs and improving CL .. time efficiencies. _ C. Custom gown MoLdin and Baseboards Restrictions The new asbestos abatement requirements will restrict the ability to remove existing custom trim and baseboard prier to construction (as originally assumed), which will not allow sufficient time for the awarded general contractor to secure custom matched replacement trim. Therefore, existing crown moldings, wall trim, and base, the contractor will., instead, cut the existing wood trim flush to the face of the new pilaster or thru wall c-infill. At new pilaster locations and, if the thru wall ac infill ,abuts the existing baseboards, the contractor will install a standard (314" x 5-112') painted wood trim to abut the existing trim, rather than attempting to match the existing custom trim profiles and materials. After the completion of the NIP construction, the property owner will Exhihii A - Pr•operil,Owner Noise lnrsulafion Ag eer eni Page 19 o '28 Packet Pg. 518 C.17.m have the option to replace the installed trim with other custom trim to match the existing materials and profiles. D. Door Threshold Heights,. Due to stringent Florida hurricane impact and water infiltration building codes, all new aluminum acoustical prime entry swinging doors and sliding glass patio doors will have thresholds that are considerably higher (from the floor) than existing door thresholds. These higher door thresholds are designed to provide optimum protection to the interior of a condominium from water infiltration during a hurricane. E. KWBTS Asbestos Testing s required by state and federal requirements, THC conducted asbestos testing on all participating KWBTS condominiums in Buildings A, B and C during the November 2017 to April 2018 time period. This testing included collecting 7 to g samples at each condominium to include gypsum board joint compound, window glazing, and exterior window and door caulking. In addition, random exterior stucco samples were collected CL on both the "walkway" and "courtyard / balcony" building elevations.. CO Depending on the laboratory analysis of these: samples, the presence of asbestos containing materials (ACM) have the potential to impact several areas of the NIP construction process to include: - window removal and acoustic window installation, CL _ - door removal and acoustic door installation, _ - removal of portable "through-wall" AC units and the infilling of openings, - ceiling cuts required for installation of the ductless AC, _ - wall cuts required for the installation of the ductless AC, - construction of vertical wall pilasters required for installation of the ductless ACC system & FRS/ ducts, - construction of closet soffit for installation of the ER . F. Asbestos Abatement Requirements In the event any samples show a presence of asbestos containing material (ACM)„ the CL awarded NIP contractor will be required to perform the following abatement requirements during construction: If samples show a resence of ACM < 1% The NIP contractor will be required to comply with OSHA worker safety requirements to include worker respirators, poly curtains in all areas where the surfaces are disturbed and the use of HFFA vacuum cleaners in the areas where surfaces are chipped, cut and/or sanded. Lxhi it A -Prop r lY(,owner"Noise Insulation Agreement 114:-ge 20 t,r1'28 Packet Pg. 519 C.17.m If samples show a presence of ACM >t% The NIP contractor will be required to perform full asbestos abatement procedures as directed by the Environmental Protection Agency (EPA) to include: Construction of ACM containment barriers in all areas (galls, ceilings, closets, uwindowsldoors), approximately 4 feet from all walls and areas impacted by the NIP modifications. - Abatement and bagging of ACM (resulting from demolition process) b certified asbestos abatement staff. - Air sampling of containment areas and clearance of all areas by certified asbestos abatement staff to allow access to containment areas by traditional (non-abatement) workers. r - THC will be required to provide executive oversight of all ACM abatement CL processes in all condominiums throughout the NIP construction process to ensure proper compliance with federal and state abatement guidelines. - The presence of AGM will have a significant impact on the NIP construction process, lengthening the construction period and increasing the sequencing CL and coordination requirements of contractor crews. - Given the cost to provide required asbestos abatement procedures, the FAA will require TIC to develop a design and construction plan that minimizes the disturbance of ACM to ensure the minimization of construction costs, duration, and liability to the contractor and. KWBTS property owners. This plan will result in new property owner requirements and design restrictions which are outlined below. G. K'Wtl BT'S BOARD Authority of Design Decisions. The KWBTS Board will have the CL Authority to make several of the Program design decisions to include: 1. Acoustical Window and boor Material 2. Acoustical Window and Door Color and Hardware Finishes . Acoustical Window and Door Operational Styles . Interior Ductless "Mini-Split" AC System Installation Requirements . Interior Ductless "Mini-Split" AC System Interior Soffit Design and Placement 6. In-Filled Kitchen Prime Door Policy Treatment Exhibil:4 - Proper Owner Noise hisuleail'on Agreemeral Pc e}11 oa `8 Packet Pg. 520 C.17.m LEGAL DESCRIPTION OF PROPERTY Exhibit T Homeowner Noise Insulation Agreement Apartment lint known as Unit 407-A, Atlantic Towner, KEY WEST BY THE SEA, a. Condominium, according to the Declaration of Condominium recorded in Official Records Book 589, at Page 370, of the Public Records of Monroe � ti Counter, Florida. CL CL CL Exhibit B-Properar,Owner Noise Insulation Agreement fare 22 try`'8 Packet Pg. 521 C.17.m PROGRAMIMPROVEMENTS Exhibit C o Homeowner r wise Insulation Agreement This Exhibit C represents the Program Improvement package for an eligible home that includes the Program Improvements developed by the Program Tanager to reduce the interior environment of a property by a minimum of five ( ) decibels. A typical Program Improvement package may include: r ,architectural Drawings CL Replacement Aluminum ,acoustical Windows CO Replacement Aluminum .acoustical Swinging Prime Door(s) CO Replacement Aluminum .acoustical Aiding Glass Patio Doors CL Exhibit C-Prfrpeq°V Owner Noisy hisithuion A r-eernenl hcrq 23 q .:8 Packet Pg. 522 ;C.17.m DEFICIENCY HOLD HARMLESS AGREEMENT Exhibit D To Property ner Noise Insulation Agreement 1. In partial consideration of the compensation to be paid on behalf of the County and the Program for the Program Improvements to be made to the Property described in the agreement of even date herewith (the "Agreement") between the County and Property owner and to which this Exhibit Q is attached, the undersigned, for and on behalf of the undersigned and the heirs, personal representatives, successors, and assigns of the undersigned, forever releases, remises, discharges, indemnifies and covenants not to sue, institute claims against, or institute any proceedings against, the CL County, or any of its agents„ officers, employees, consultants and/or contractors concerning any and all claims, demands, damages, actions or causes of action of whatsoever bind and nature on account of bodily injuries or death, damage to the property, and the consequences thereof, and any of the foregoing which may accrue to the undersigned or their respective heirs, personal representatives, successors and assigns in connection with any and all Pre-Existing Deficiencies (the "Deficiencies") against said CL _ County or any of its officers, agents, employees, consultants and/or contractors to be legally liable. The Property Owner understands and assumes full responsibility for the Deficiencies present in the Property, whether visible to the Program Manager or unseen. . The Property Owner understands that the Deficiencies include any = deficiencies present in the Property at the time of execution of this agreement which could include, but not be limited to, code violations, structural damage, water / moisture damage, hazardous materials, infestation and/or any issue that would negatively impact the installation and performance of the Program Improvements. CL 4. If visible, the Property Owner understands that the Program Manager may identify and document Deficiencies at any time throughout the Program process (including design, bid and construction processes). If identified and documented, the Program Manager will classify the observed Deficiencies as either "Minor" or "Severe". . The Property Owner assumes full responsibility for the worsening of any documented Minor Deficiencies. . In the rare event "Severe" Deficiencies are identified during the design process, the Property Owner agrees to complete necessary repairs to the Property, to the acceptance of the Program Manager, as a precondition to the commencement of construction of the Program Improvements; In the rare event that "Severe" Deficiencies are uncovered during the construction period, the Property Owner agrees to complete ..... -. Exhibit D- F'a•rapc°r° v Owner Noise arrasulation Agrfeernent Page?fir qf'8 Packet Pg. 523 ;C.17.m necessary repairs to the Property, to the acceptance of the Program Tanager to minimize any delay or stoppages of work. 7. The undersigned acknowledge and agree that all of the release and hold harmless and indemnity provisions set forth in Paragraph 1 of this Exhibit Q apply to property, damage, injuries„ deaths, or damages arising from the Deficiencies and/or all negative impacts that later result after the addition of the Program Improvements. The provisions of this ,Exhibit Q shall survive the termination or expiration of the Property Owner Noise Insulation Agreement. , The undersigned hereby agree that the terms and provisions of this Exhibit _ shall be binding upon and inure to the benefit of the undersigned and their respective heirs, personal representatives, successors and assigns, _—------------- PROPERTYOWNER: ti CL ure " p Signat re Pr' d acme Ca Prinked Name Ca {.'igrla _ bate t , CL Printed Name t ..._ PROPERTY OWNER: �- fi �,¢ E nature �w ° r- � Signature it Prin Name i - crso rl Printed dame sirs Date G CL Printed Name C WITNESSES- PROPERTY ER: � Signature Signature Printed Name Panted Prime Signature Date ` Printed Name Packet Pg. 524 C.17.m IVENTILATION HOLD HARMLESS Exhibit To Property Owner Noise Insulation Agreement In partial consideration of the compensation to be paid on behalf of the County and the Program for the Program Improvements to be made to the Property described in the Agreement of even date herewith (the "Agreement") between the County and Property Owner and to which. this Exhibit E is attached, the undersigned, for and on behalf of the undersigned and the heirs, personal representatives, successors, and assigns of the undersigned, forever releases, remises, discharges, indemnifies and covenants not to sue, institute claims against, or institute any proceedings against, the CL County, or any of its agents, officers, employees, consultants and/or contractors concerning any and all claims, demands, damages, actions or causes of action of whatsoever kind and nature on account of bodily injuries or death, damage to the property and the consequences thereof, and any of the foregoing which may accrue to the undersigned or their respective heirs, personal representatives, successors and assigns in connection with any ,and all Ventilation Deficiencies (the "Deficiencies") against CL _ said County or any of its officers, agents, employees, consultants and/or contractors to be , legally liable. . The Program Improvements may include the addition of acoustical windows and doors, removal and infilling of "through-wall" portable air conditioner units and the addition of a replacement ductless '`mini-split" air conditioning system. Because these modifications will result in a tighter interior environment due to the elimination of all passive inside / outside air leakage that was naturally occurring in all openings, the Program will also include the addition of a energy recovery ventilation (EPA/) unit which will provide an, adequate exchange of inside / outside air to the condominium as required by building code. CL . Given the tightened interior environment of the treated condominium, the Property Owner agrees to assume full responsibility for the proper operation of the new Program ductless AC system and energy recovery ventilation (EPA`) unit to avoid the potential for mold and moisture problems, especially during periods when the condominium is closed and uninhabited. 4. Due to FAA eligibility limitations, the Program will not be providing bathroom exhaust fan treatments. Since bathroom tubs and/or showers are a source of moisture generation in the interior environment of a condominium, the Property Owner agrees to assume full responsibility for ensuring that all bathrooms have an operable bathroom exhaust fan capable of properly exhausting bathroom moisture to the exterior of the building. It should also be noted that the original KWBTS condominiums were constructed with a small wall vent that was designed to allow the passive exhaust of EAibii E-Proper v O,vner Noise Insulation AAY1-e4?177en1 Page 26 ref'8 Packet Pg. 525 C.17.m bathroom moisture in a central building exhaust shaft. During the Program design survey process it was discovered the KWBTS buildings lack a solid central building exhaust shaft. Clue to this existing condition, these original wall vents (if still present) have the potential to provide a pathway for unwanted air, smoke and/or gases into the condominium interior. The Property Owner agrees to assume full responsibility for the sealing of original gall vents in all bathrooms and for any and all negative impacts that may result if left untreated. . It is clearly a building code violation to duct laundry dryer exhaust to the KWBTS central exhaust shaft. In the event a Property Owner has incorrectly ducted their laundry dryer vent to the KWB,TS central building exhaust shafts, they agree to correct this deficiency by properly exhausting their laundry dryer exhaust in an alternative method that meets current building code, at their cost before the initiation of the Program construction process. Furthermore, the Property Owner agrees to assume any and all liability related to the improper ducting of their laundry dryer exhaust. CL The Property Owner understands that the Program Improvements will not address Kitchen ,and bathroom ventilation and/or excessive interior humidity levels generated by the Property Owner within the interior of the condominium. The Property Ca Owner understands and ,assumes full responsibility for maintenance of interior moisture and humidity levels. The Property Owner agrees to assume full responsibility for any Ca occurrence, reoccurrence or worsening of moisture problems and/or interior humidity levels in the Property. In addition, the Property Owner agrees to assume full CL — responsibility for the maintenance and operation of the NIP venting modifications after = completion of the Program Improvements. The undersigned acknowledge and agree that all of the release, hold -� armless and indemnity provisions set forth in Paragraph 1 of this Exhibit E apply to injuries, deaths, or damages sustained in connection with or as a result of any and all interior ventilation deficiencies arising after the addition of the Program Improvements including, but not limited to, high humidity, mold, inildew,-and/or lacy of proper exhaust ventilation. The provisions of this Exhibit E shall survive the termination or expiration of the Property Owner Noise Insulation Agreement. The undersigned hereby agree that the terms and provisions of this CL Exhibit E shall be binding upon and inure to the benefit of the undersigned and their respective heirs, personal representatives, successors and assigns. ` PROPER O'WWNER. rt J�gat,re sigma re - - R 1. -µ F�r'nt arise \, Printed Name sLa-� Date a. Printed Dame ....._... — Packet Pg. 526 C.17.m . -- _. ... �.... WITNESSES: PROPERTYOWNER: Signature Signature i Printed Name i Printed Warne I Signature j Date Printed Name r- r VW'IT, E SE PROPERTYOWNER: CL N 'nature Signature i— co Pre t ar Printed Name CL m,.. L it i Sogn tore �w �� Date Printed Name w CL 0 M -_ _... _._.. ................. Exhlbil E- Pit oper.lt Owtaer•,Nloise frrstehilion Ai r)vernonl Mige 28� ' 8 Packet Pg. 527 Address: Key West by the Sea C.17.n Unit No.: � f _._.�... arne(s) PROPERTY OWNER NOISE INSULATION AGREEMENT KEY ET INTERNATIONAL AIRPORT, MCNROE COUNTY THIS NOISE INSULATION AGREEMENT (this "Agreement") is made and effective the date last below written by and between MONROE COUNTY, a municipal corporation organized and existing under the laws of the State of Merida (the "County"), and the undersigned (the "Property Owner"). WITNESSETH: "WHEREAS, the Property Owner is the sole record owner in fee simple of certain real property located in the City of Key ``Nest, County of Monroe, State of Florida, and more particularly described on Exhibit B attached hereto (the "Property"); and CL WHEREAS, the County is the owner and operator of the Ivey West International Airport (the "Airport"), situated in the City of Ivey West, County of Monroe, State of Florida, and in close proximity to the Property; and WHEREAS, the County desires to obtain and preserve for the use and benefit of the public a right of free and unobstructed flight for aircraft landing upon, CL _ taking off from, or maneuvering about the Airport; and WHEREAS,EAS, the Property Owner has elected to participate in the Key West International Airport's Noise Insulation Program (the "Program") and, as part of the Program, the Property Owner has elected to obtain acoustical treatments and improvements to the Property as more particularly described on Exhibit Q attached LO hereto (the "Program Improvements"); said Program Improvements to be paid for by the County at no cost to the Property Owner and in exchange for the granting to the County of an aviation easement over, across and through the Property; and WHEREAS, the County will enter into a construction contract with a general contractor (the "Contractor") to provide the installation of the Program CL Improvements, and WHEREAS, the Program is managed by the consultant team consisting of a team manager and assistant manager, architect, mechanical' / electrical engineer, acoustician and construction manager selected by the County (the "Program Manager"); and WHEREAS, the Property Owner and the County mutually desire to agree to the terms upon which the Property Owner will participate in the Program and receive the Program Improvements upon the terms and conditions provided herein; NOW, THEREFORE, in consideration of the terms, Covenants and conditions set forth herein, and other goad and valuable consideration, the receipt and -- Propero,Owner Noise Insulation Agreement page I of-)8 Packet Pg. 528 C.17.n sufficiency of which are hereby acknowledged, the Property Owner and the County hereby agree as follows: 1. Grant of Easement. Simultaneously with the execution of this Agreement, the Property Owner executed and delivered to the County an avigation easement (the "Easement") which Easement has been recorded in the public records of Monroe County, Florida. The Easement remains in full force and effect and is hereby ratified in all respects. . Program Policy Statements. Consistent with the Program and/or Federal Aviation Administration Airport Improvement Program policies and procedures, the Program Manager has developed a series of Program Policy Statements outlining Construction and eligibility restrictions. The Property Owner understands that prescribed Program Improvements will be consistent with the Program Policy Statements provided to the Property Owner by the Program Manager. A copy of the Program Policy Statements is attached hereto as Exhibit A. CL Payment of Program Improvements. The County agrees to pay for the Program Improvements described in Exhibit C attached hereto. The Program Improvements wvil'ii be approved by the Property Owner and County, managed by the Program Tanager, and performed by the Contractor. . Impeding Competitive Bid Process. The Property Owner shall not CL _ impede or interfere with the Contractor's ability to select between approved product , manufacturers and subcontractors in the preparation of bid submittals. To insure a competitive bid environment, the Property Owner is prohibited from having any discussion or communication with the Contractor in relation to the Program, the -� contractor's bid, or this Agreement until after award of the construction contract by the LO County. Failure of the Property Owner to comply with this prevision shall, at the option of the County in its sole discretion, result in disqualification from the Program and cancellation of this Agreement. Construction Contract. The County will award the contract for the Program Improvements consistent with Federal and County competitive bidding policies and procedures. The contract will require the Contractor to complete the Program CL Improvements within a time period defined by the Program Manager, . Pre- & Pest-Construction Responsibilities. The Property Owner shall meet all responsibilities and requirements pertaining to both pre-construction and post- construction: a. Prior to the start of NIP construction, the Property Owner shall meet all Pre-Construction requirements to include: (1) Removing all valuables (such as jewelry, coins, guns, antiques, heirlooms, etc.) from their condominium; ( ) Moving of all furniture and belongings into the "Designated Storage Space area" within the condominium, providing the required "clear area" (white PrrrpertY Owner,Noise drrs trlcrerr�Er,fi��r^c e rrtc rat _ Page?q 8 Packet Pg. 529 C.17.n space in sketch) for the Contractor, When doing so, the Property Owner will have the ability to utilize the complete "floor to ceiling" space. (3) Removing of all excessive furniture and belongings from the condominium that will not fit in the "Designated Storage Space Area", (4) Removing all window and door treatments (such as blinds, drapes, plantation shutters, etc,) and storing them in the "Designated Storage Space Area"; ( ) removing all electronic and dust-sensitive items from their condominium or wrapping with protective poly before storing them in the "Designated Storage Space Area" ( ) Removing all wail hangings (such as mirrors, pictures, hanging shelves, etc.) and storing there in the "Designated Storage Space Area" CL 7) Moving all small items and belongings into either the closets or bathrooms as outlined in the "Designated Storage Space Sketch" b. After completion of the NIP construction, the Property Owner shall meet all Post-Construction requirements to include: CL (1) Moving of all furniture and belongings stored in the "Designated Storage Space Areas" back to their original positions in the condominium: ( ) Moving of any excessive furniture and belongings back into _ the condominium; LO (3) lie-installation of all wall treatments, door treatments and wall hangings back to their original positions in the condominium. c. In the event the Property Owner fails to perform any and all of the above Pre-Construction responsibilities, the Property Owner shall be removed from NIP participation and the Property Owner shall be liable to the County and/or Contractor for CL any and all resulting damages and all direct and indirect costs related thereto. d. In the event the Property Owner fails to perform any and all of the above Post-Construction responsibilities, the Property owner shall be liable to the County and/or Contractor for any and all resulting damages and all direct and indirect coasts related thereto. 7. Impeding Construction. Once construction of the Program Improvements begins, the Property owner shall not impede construction or alter construction schedules. In addition, the Property Owner shall prevent any and all tenants that may occupy the Property during the construction of the Program Improvements from impeding construction or altering construction schedules. In the event the Property Owner or any tenant occupying the Property impedes construction or Property Oivner Noise Insulation AlaPe emerd _ Page 3 ey'28 Packet Pg. 530 C.17.n alters the construction schedule, the Property Owner shall be liable to the Contractor and the County for any damages and all direct and indirect costs related thereto. Safe Working Environment. The Property Owner shall be responsible for providing a safe working environment for the Program Manager„ Contractor, subcontractors, suppliers, and City, County, Mate and federal inspectors. a. Throughout all phases of design and construction of the Program Improvements, the Property Owner shall be responsible for: (1) Providing a working environment that is free from potential health risks, biohazard conditions, hazardous chemicals, obstacles, weapons of any kind and/or explosives; ( ) Refraining from verbal abuse or profanity; r ( ) refraining from aggressive physical contact, and' CL (4) Insuring that all pets are completely secured and contained. b. In the event the Property Owner fails to meet any of the foregoing conditions, the Program process may, at the ounty's discretion, be temporarily suspended at any time. In such event, the Program Manager shall notify the Property CL Owner in writing, stating the corrective action(s) and/or condition(s) required to be completed or performed by the Property Owner prior to the County resuming the Program process. c. In the event the Program process is not resumed due to the Property Owner's failure to complete the corrective action(s) and/or condition(s) LO required by the Program, Manager, the Property Owner shall be liable to the County and/or Contractor for any and all damages and all direct and indirect costs related thereto. d. If the Program process is resumed, the Property Owner shall be liable to the County and/or Contractor for any and all damages and all direct and indirect CL costs related to or caused by the temporary suspension of the Program process. g. Construction Clay . Luring the construction period, the Contractor may experience unforeseen complications relating to the installation of the Program Improvements. The construction contract shall provide that delays related to these unforeseen complications are beyond the control of the Contractor and shall be excused so that the time for completion may reasonably be extended. Construction schedules may also be revised if there is a delay in awarding of the contract or if the Program Improvements have to be re-bid in the event of lack of bidding contractors and/or failure of the lowest responsive, responsible bidder to execute the contract, provide a payment and performance bond or show proof of required insurance. g. Changes to Scope of Work. The Program Manager reserves the right to awake changes to the plans and specifications and the Program Improvements, at its -_ ... Ciro er t'r O vner Noise Insulation Agreement page 4 (Y'28 Packet Pg. 531 C.17.n sole discretion, at any time during the Program process, provided such changes do not reduce the scope or quality of the Program Improvements described in Exhibit C and such changes are necessitated by the discovery of hidden conditions not readily detectable during normal property inspection procedures. 11, acceptance of Work, Upon completion of the Program Improvements, the Program Manager shall inspect or Cause the inspection of the Program Improvements to determine if they were completed pursuant to the terms of the contract. The Program Manager retains sole discretion and authority on program conformance and performance issues as they relate to the Contractor, subcontractors, suppliers and acoustic dlesigns. The Property Owner is requested to attend the Substantial Completion Inspection and provide input to the Construction Manager with respect to the identified punch-list items. In addition, the Property Owner is welcome to attend the Final Inspection. In the, event the Property Owner elects to not attend the Substantial Completion and Final Inspections, they release and surrender their ability to provide input to the Construction, Manager with respect to the acceptance of the CL Program Improvements. In the event there is a disagreement between the Property Owner and the Program Manager as to a conformance or performance issue, the Property Owner shall be required to submit the discrepancy in writing to Monroe County(representative to be defined before the NIP construction ,process) within 7 days of the r inspection giving rise to the discrepancy, Monroe County shall then make a determination as to the acceptability of the conformance/performance issue and any remedial action that may need to be taken. Monroe County shall be the final arbiter of any conformance/performance/issues. Failure by the Property Owner to submit the written Complaint within the time period specified above shall thereafter foreclose the Property{ Owners right to file such complaint.. 12, Termination of Agreement, The Property Owner understands that LO the signing of this Agreement initiates both the BID and CONSTRUCTION PHASES of , the Program Improvements to be performed in accordance with the Program, Therefore, if the Property Owner attempts to terminate this agreement or otherwise impedes the progress of the performance of the Program Improvements after the award' of the construction contract,.. the Property Owner will be liable to the County for any and all damages and all direct and indirect casts caused thereby. CL 13, Warranties. The County does not represent or warrant the level of noise reduction that the Property Owner will experience within the Property as a result of the Program Improvements performed as part of the Program. a. The County agrees that its contract with the Contractor will include standard one (1) year warranties from the Contractor for all materials and workmanship. Such one-year warranty period shall commence as of the time of the acceptance of the work as provided for in Paragraph g. b. At the end of construction„ the Program Manager will provide the Property Owner with a Warranty & Final Closeout Package which will Contain copies of the warranty policies, product instructions, design documents and legal documents, as a condition of receiving the Warranty & Final Closeout Package, the Property Owner Pr oiler l,),Owner Noise Insulation Agreement Page 5(r`.2 ._ Packet Pg. 532 C.17.n must fiat submit a completed NIP Property Owner Satisfaction Survey to the Program Manager, After receiving the 'Warranty & Final Closeout Package, the Property Owner understands that the warranty policies for products used in the construction of the Program Improvements differ among product manufacturers. In the event of claim, the Property Owner is solely responsible for pursuing all future product warranty issues directly with each product manufacturer. c. In the event of a claim, the Property Owner shall be solely responsible for, and agrees to contact the Contractor or product manufacturer directly to coordinate any required warranty service and agrees to loop solely to the general contractor or the product manufacturer for fulfillment of all warranties and for resolution of all product or construction warranty issue(s): (1) The Property Owner's inquiry is not directly related to either construction warranties or product warranties (such as window cleaning or product maintenance) regardless of whether the Property Owner's inquiry arises during the one- CL year warranty period from the Contractor or thereafter; ( ) The Property Owner believes that warranty service is ca required with respect to construction warranty issues, and the one-year warranty period from the general contractor has expired; ( ) The Property Owner believes that service is required with CL respect to product warranty issues, the advertised warranty period for the product has not expired, and the manufacturer is currently Conducting its business; and (4) The Property Owner believes that service is required with -� respect to product warranty issues, and the advertised warranty period for the product LO has expired. 14. Pre-Existing Deficiencies, The Property Owner will be required to sign Exhibit Q (Deficiency Hold Harmless ,agreement) which will impute all responsibility and liability to the Property Owner for any and all present Pre-Existing Deficiencies at the Property, whether seen or unseen. CL 15. Pre-Work Requirements, The Property Owner will be required to complete any and all Pre-Work, as required by the NIP, to successfully accommodate the NIP acoustic modifications. The Property Owner will be required to Complete all � designated Pre-Work items utilizing their own funds and per the re aired deadlines as established b _the NIP. In the event the Property Owner fails to complete the designated Pre-►Work items by the established NIP deadline, the Property Owner shall be removed from NIP participation and the Property Owner shall be liable to the County and/or Contractor for any and all resulting damages and all direct and indirect casts related thereto. 1 , Citv of I ev West "Hard-Wired" Smoke Alarm Requirement. In compliance with the City of Key 'West Fire Marshall and the City of Ivey West Building Department construction permit issuance requirements, the Property Owner will be required to install 10-volt "hard-wired" smoke alarms in their condominium in Packet Pg. 533 C.17.n accordance with all applicable codes and regulations by the required deadline as established by the NIP. The Property Owner will be responsible to ensure that the smoke alarms are net installed in same areas within the condominium where NIP modification work will occur to avoid any potential impedance to the NIP construction process, In the event the Property Owner fails to install the designated "hard-wired' smoke alarms by the established NIP deadline, the Property Owner shall be removed from NIP participation. 17. Suspension of Program Process. The Program process may be temporarily suspended at any time during the design and/or construction phases upon the discovery of Deficiencies due to their potential impact on the Program Improvements and product warranties. The Program process will not resume until the Property Owner has corrected all related problems to the satisfaction of the Program Manager. In the event repairs are not completed in a timely manner, the Property Owner will be liable to the County for any and all damages and all direct and indirect costs due to delay and/or stoppages of the work. 1 . Limitation on Alterations to the Property, The Property Owner agrees not to make alterations, or to permit any tenant occupying any portion of the ca Property to make alterations to the existing windows, doors and/or walls from the time of the [design process until the Construction of the Program Improvements have been completed. Exceptions to this rule must be pre-approved in writing by the Program Manager. Failure to adhere to this requirement may, at the option of the Program CL - Manager in its sale discretion, result in an immediate suspension of the construction of the Program Improvements on the Property. The Property Owner will be liable to the County for all direct and indirect costs associated with unapproved alterations and damages related thereto. LO 19. Pre and Post-Construction Noise Testing, Process. Pre- & post- Construction noise testing is a very important Program process that is designed to measure and determine the actual achieved noise level reduction level' at treated properties. If selected by the Program Manager for pre- & post-construction noise testing, the Property Owner agrees to provide access to their property for testing and agrees to not to make alterations to the interior of their property (with the exception of repairs of Deficiencies) from the time of the pry construction noise test to the post CL - construction noise test. In an effort to insure consistent noise data collection, the Property Owner also agrees to preserve the interior layout of furniture, floor coverings and window treatments from the time of the pre construction noise test to the post- construction noise test, The Property Owner understands that the failure to adhere to this requirement may result in corruption of the noise testing data. Therefore, the Property Owner understands they may be liable to the County for any direct and indirect noise testing costs in the event these requirements are not met. g. Cooperation. As reasonably requested, the Property Owner shall' cooperate with the Contractor, the Program Manager and Monroe County in the performance of all phases of the Program Improvements including, but not limited to, the removal and reinstallation of rugs, wall hangings and furniture as necessary, Packet Pg. 534 C.17.n 1. Utilities. The Property Owner shall permit the Contractor to use, at no cost to the Contractor or the County, existing utilities such as light, heat, peer and water necessary to carry out the Program Improvements. 22. Design and Bid Process Access. At scheduled times and/or upon not less than twenty-four ( 4) hours advance notice (aria NIP entail and/or letter), the Property Owner agrees to provide to the Program Manager, Contractor, subcontractors, suppliers, City, County, State and federal inspectors and consultants access to the Property to collect and develop all final design and bid documents. These visits could incllude, but not be limited to, property survey, design survey, hazardous material inspection, pre-noise testing and pre-bid visit. In the event the Property Owner fails to provide access to the Property for all required NIP Design and Bid Process visits, the Property Owner shall be removed from NIP participation. . Pre-Coinstruction Access, The Property Owner agrees to provide access to the Property forty-eight (4 ) hours prior to the scheduled start of NIP CL construction. This short visit will provide the Program Manager with the ability to ensure that the Property Owner has met all furniture storage responsibilities. Failure could result in the suspension of the scheduled NIP construction and the Property Owner shall be liable to the County and/or Contractor for any and all resulting damages and all direct and indirect costs related thereto. 4. Pre and Post Construction Access. At scheduled times and/or CL - upon not less than twenty-four ( 4) hours advance notice (via NIP entail andlor letter) _ and per the established NIP construction schedule assignment, the Property Owner agrees to provide to the Program Manager, Contractor, subcontractors, suppliers, City, >_ County, Mate and federal inspectors and consultants access to the Property to provide all required NIP Pre-Construction and Past-Construction visits. These visits could LO include, but not be limited to final measurement, pre-construction inspections, review of Designated Storage Space requirements, post construction inspections and post- construction noise testing. In the event the Property Owner fails to provide access for all required NIP Pre and Post Construction visits, the Property Owner shall be removed from NIP participation and the Property Owner shall be liable to the County and/or Contractor for any and all resulting damages and all direct and indirect casts related thereto. CL 25, Construction Period Access. Upon award of NIP construction contract, the Contractor will provide the Program Manager with their final construction schedule„ which will include the required number of calendar days to complete the NIP construction in each of the participating condominiums, eased on this schedule, the Program Manager will assign each Property Owner with a designated number of calendar days in which construction will occur in their condominium. The Property Owner agrees to relocate from their condominium for the entire assigned time period. In addition, the Property Owner agrees not to re-enter their property for any reason during their assigned construction period due to safety concerns and the potential to negatively impact the Contractor. In the event the Property Owner fails to provide access for their assigned construction time period, the Property Owner shall be removed from NIP Packet Pg. 535 participation and the Property Owner shall be liable to the County and/or Contractor for any and all resulting damages and all direct and indirect costs related thereto. . Construction Period Extension Cue to Hurricanes. Since the NIP construction period will extend into the Ivey West hurricane season, there is potential for construction delays and/or stoppages, beyond the control of the Contractor, in the event of a threat of an approaching hurricane and/or an actual hurricane event. Due to this possibility, the Property Owner understands that delays may, occur in addition to their originally assigned construction time period, without any fault or cost to the Contractor and Program Manager, Furthermore, the Property Owner agrees to relocate from their condominium for all additional calendar days resulting from NIP construction wort stoppages due to a hiurricane threat or event at no cost to the County, Contractor and/or Program Manager. In the event the Property {owner fails to provide the required' additional access to their condominium due to hurricane-related work stoppages, the Property Owner shall be removed from NIP participation and the Property Owner shall be liable to the County and/or Contractor for any and all resulting damages and all direct CL and indirect costs related thereto. 7. Di cover p Pre-Existing Deficiencies During Construction. In the event the Contractor discovers pre-existing deficiencies at the Property during the NIP construction process that negatively impact the installation of the NIP improvements, the Property Owner agrees to immediately repair and remediate such deficiencies in an effort to reduce any negative impact on the scheduled construction period. The Property Owner understands that, depending on the timing of the pre-existing deficiency repair, the NIP construction period may need to be extended, at no fault of the Program Manager or Contractor. Impact of Unforeseen KWBTS Building Conditions on Construction LO Schedule. The Property Owner understands that unforeseen building conditions that may arise during the NIP construction may have the potential to increase the original scheduled duration of construction, which is not the fault of the Program Manager nor Contractor. The Property owner needs to plan for the "worst-case" possibility that the originally-scheduled co nstruction completion date may be delayed a few additional days due to unforeseen building conditions that may arise and complicate the NIP construction, CL g. Existing Window / Door Treatments Shades and Minds. The Property Owner understands that, after the installation of new NIP acoustic window and doors, the existing window and/or door treatments, shades and blinds may not be compatible nor able to be re-installed due to size differences between the new and existing windows and doors, g. Existing Crown oldin [wring the installation of the new acoustic windows and doors, the NIP will be providing new `{standard" replacement interior trim and sills. The Property Owner understands that the NIP replacement trim will not match custom and/or specialized crown molding patterns and/or custom window and door trim. After the completion of the NIP modifications, the Property Owner will have the ability to make modifications to the NIP interior trim at their own expense. pr'operl.v t` vvner Noise Page 9(,)1'28 Packet Pg. 536 C.17.n 1. Communication Requirements. The Property Owner agrees to read and review all NIP, emails and/or letters in a timely fashion which are being provided by the NIP to ensure schedule conformance. In the event the Property Owner fails to meet this requirement, it could result in removal from NIP participation. . Title Examination. The Program Manager has obtained or will obtains, at its sole cast and expense, an `'Abstract of Title" to ensure that the Property title is free from liens and/or title defects. . Cooperation in Clearing Title. Prior to the commencement of construction of the Program Improvements, the Property Owner shall cooperate with the County in order to (i) correct any title defects affecting the Property which are disclosed by the "Abstract of Title" and in the sole determination of the County may serve to invalidate the Easement, and (ii) secure the written consent of any and all mortgage holders to the Property Owner's conveyance of the Easement to the County if the County determines that it is necessary or desirable to do so (collectively, the `Title Matters"),. If, prior to the commencement of construction of the Program Improvements„ CL the County„ in its sole discretion, determines that the Title Matters affecting the Property may invalidate the Easement, this Agreement shall be null and void, and the Easement shall be terminated. 4.. Federal Assurance. As required by the Federal Aviation Administration, the Property Owner agrees to the following provisions: CL a, The Property Owner shall subject the construction work on the project to such inspection and approval during the construction of the Program >_ Improvements and after completion of the Program improvements as may reasonably -� I,- be requested by the Program Manager and/or Monroe County. LO b. After final completion of the Program Improvements, the Property Owner shall assume the responsibility for maintenance and operation of the items installed, purchased or constructed under this Agreement. Neither the Federal Aviation Administration nor the County bears any responsibility for maintenance and operation of these items. CL b. Reduction of Fresh Air Infiltration. The Property Owner will be required to sign Exhibit E (ventilation Hold Harmless Agreement) which imputes all responsibility to the Property Owner for the proper maintenance of interior moisture and humidity levels, F Salvage of Materials & Eguipment, If the Property Owner desires to retain any of the material or equipment removed from the Property as a result of the Program Improvements, the Property Owner shall arrange for the salvage of said materials and equipment directly with the Contractor at the Property Owner's sole risk and expense. The County assumes no responsibility for the condition of the material, equipment or surrounding surfaces as a result of the owner-requested salvage. The Property Owner and the Contractor shall', prior to the commencement ofconstruction, agree upon and execute a document listing those items to be salvaged. In the absence Prol)cri,v 01vner Noise Insulation Agreement � Page 10 raj'8 Packet Pg. 537 of such a written agreement, all items shall become the property of the Contractor, Materials and equipment net listed for salvage by the Property Owner shell become the property of the Contractor, 7. P ros ef!y Insurance. During Program construction period, the Contractor will provide builder's risk insurance for the Property. The Property Owner shall have the option, at the Property Owner's sole cost and expense, to maintain a homeowner's insurance policy for the duration of the construction of the Program Improvements, The Property Owner understands that, following final completion, the Contractor's builder's risk insurance will cease, and it is advisable for the Property Owner to obtain insurance to cover any value added to the Property by the Program, . Timing and Effects of Construction. The Property Owner understands that there is a chance that construction itself may exceed the Contractor's original projected Construction time period. The Property Owner also understands that the construction may involve substantial inconvenience and could generate significant CL quantities of dust and debris rendering portions of the Property uninhabitable for extended periods of time. g. Labor and Material Release. The Property Owner releases and forever discharges any and all claims, suits and actions against the Program Manager; the County and its officers, employees, agents, consultants; and contractors and suppliers with respect to issues relating to the conformance of labor, materials and CL acoustic designs utilized in the Program Improvements. Nothing in this paragraph shall limit the warranties for materials and workmanship contained in the contract with the general contractor. 40� Sale of Property. In the event the Property Owner sells, conveys or LO otherwise transfers title to the Property before the completion of all phases of the Program process, the Property Owner hereby agrees to provide the buyer with a copy of this Agreement prior to the closing on the sale, conveyance or other transfer„ and to transfer all of the PropertyOwner's responsibilities and obligations under this Agreement to the buyer as a condition of the purchase, conveyance or other transfer of the Property. CL 41. Waiver. No waiver of, acquiescence in, or consent to any breach of any term, covenant or condition hereof shall be construed as, or constitute, a waiver of, acquiescence in, or Consent to any other, further or succeeding breach of the same or any other term, covenant or condition hereof. 42. Release of Easement. In the event that this Agreement is cancelled or the County determines that the Easement should be released of record, the Property Owner, upon written request by the County, shall pay tote County the sum of One Hunidred Dollars ( 100.00) to Cover the costs of the preparation and recording of the Release of Easement document in the public records of Monroe County, Florida. Property Owner understands that it is the Property Owner's responsibility to insure such payment is made in order to "clear" the title to the Property. /' c,pegj,C)3vner#Noise Ins°tilation A�rr eery ent �� I�`agxe /l rr �8 r Packet Pg. 538 C.17.n 43. Authority to Execute On Behalf Of County. By Resolution No. 111- 0�04, duly motioned and passed at a lawfully announced public meeting, the Board of County Commissioners of Monroe County, did, on the 17th day of March 0� 4, grant full authority for the County Administrator to execute this Agreement on behalf of the County without further action by the Board of County Commissioners. 4 . Attachments. Attachments to this Agreement include the following, which are incorporated into this Agreement by reference. a. Exhibit A: Program Policy Statements. b. Exhibit E: Legal Description of Property c. Exhibit C: Program Improvements. ti d. Exhibit D: Deficiency bold Harmless Agreement e. Exhibit E: Ventilation Fold Harmless Agreement 4 . General Conditions. — a. overnin Law Venue Interpretation, Costs, and Pees.. (1) This Agreement shall be governed by and construed in — accordance with the Laws of the State of Florida applicable to contracts made and to be performed entirely in the State. ( ) In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the LO County and Property Owner agree that venue will lie in the appropriate court or before _ the appropriate administrative body in Monroe County, Florida. (3) The County and Property Owner agree that, in the event of conflicting interpretations of the terms or a terra of this Agreement by or between any of them, the issue shall be submitted to mediation prior to the institution of any other CL administrative or legal proceeding. (4) The County and Property Owner agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Pules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. b. Binding Effect. The terms, covenants, conditions, and provisions of this .Agreement shall bind and inure to the benefit of the County and Property Owner and their respective legal representatives, successors, and assigns. Pr°opertY Owrrer Noise Irrsulation Agrcea; ant Fare l?oa N Packet Pg. 539 C.17.n c. Severability. If any terra, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement shall not be affected thereby; and each remaining terra, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. d. Authority. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and Property Owner action, as may be required by law, e. Duration of Agreement, This Agreement shall commence upon the execution of this Agreement, subsequent to execution by the Property Owner and by the County and shall remain in effect for a period reasonably required to effect the CL Program Improvements (the "Term"), except as may be sooner terminated in accordance with the provisions of this Agreement. f. Acceptance of Gifts, Grants, Assistance Funds, or Bequests. The ca County and Property Owner agree that each shall be, and is, empowered to accept for the benefit of any or all of them, gifts, grants, assistance funds, or bequests to be used CL for the purposes of this Agreement. g. Claims for Federal or State Aid. The County and Property Owner agree that each shall be, and is empowered to apply for, seep, and obtain federal and _ state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations by the Property Owner shall be LO approved by the County prior to submission. _ h. Adjudication cif Disputes r disagreements. The County and Property Owner agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties„ then any CL party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. i. Nondiscrimination. The parties agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of Competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. The parties agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited' to: 1) Title \III of the Civil Rights Act of 1964 (PL 88 2), which prohibit discrimination in employment on the basis of race, color, religion, sex, and national origin; 2) Title IX of the Education amendment of 1972, as amended (20 USC §§ 1 81-1 88, and 1 8 -1 86), which prohibits discrimination on the basis of sex; ) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC § 794), PropertY Ovvner rivoise instticrtr`ott,-,Igi ecrrtet7t forge 13 c3 '28 Packet Pg. 540 C.17.n which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC §§ 6101-6197), which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 9 -266), a amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1979 (PL 91 616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; ) The Public Health Service Act of 1912, 523 and 527 (42 USC §§ 699dd-3 and 299ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; ) Title Vill of the Civil Rights Act of 1966 (42 USC §§ 3691 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC §§ 12101)„ as amended from time to time, relating to nondiscrimination in employment on the bans of disability; 19) Monroe County Code Chapter 1 , Article ll, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) any other nondiscrimination provisions in any federal or state statutes which may apply to the CL parties to, or the subject matter of, this Agreement. j. Cooperation. In the event any administrative or legal proceeding is — instituted against either party relating to the formation, execution, performance, or 1- ca breach of this Agreement, the County and Property Owner agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, CL ,and other activities related to the substance of this Agreement or provision of the — services under this Agreement. The County and Property Owner specifically agree that no party to this agreement shall be required to enter into any arbitration proceedings related to this Agreement or any attachment or Addendum to this Agreement. LU ti k. Books Records and Documents. The County and Property Owner LO shall maintain books, records, and documents directly pertinent to performance under = this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for audit purposes during the term of the Agreement and for four years following the termination of this Agreement. CL 1. Covenant of No Interest. The County and Property Owner covenant that neither presently has any interest, and shall not acquire any interest„ which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. m. Code of Ethics. The County agrees that the officers and employees of the County recognize and will be required to comply with the standards of conduct relating to public officers and employees as delineated in Section 112,313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency, unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. Prop r l.lv( vvnerr Noise Irrsulatft>r AW--cezrr enl Forge 14 ti '8 Packet Pg. 541 C.17.n n. No Solicitation/Payment. The County and Property Owner warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement. and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the Property Owner agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. o. Public Access. Property Owner must comply with Florida public records laws, including but not limited to Chapter 119 Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and Property Owner shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters CL or other "public record" materials in its possession or under its control subject to the provisions of Chapter 11 , Florida Statutes, and made or received by the County and Property Owner in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this 1- ca provision by the Property Owner. Failure of the Property Owner to abide by the terms of this provision shall be deemed a material breach of this contract and the County may CL enforce the terms of this provision in the farm of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract, ti The Property Owner is encouraged to consult with its advisors about LO Florida Public Records Lave in order to comply with this provision. _ Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the Property Owner is required to: (1) Deep and maintain public records that would be required by the CL County to perform the service. ( ) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this Chapter or as otherwise provided by lave. ( ) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract terra and following completion of the contract if the Property Owner does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Property Owner or keep and maintain public records Propert.V Owner Noise Insulation Agreonew Page 1.5 o08 Packet Pg. 542 C.17.n that would be required by the County to perform the service. If the Property Owner transfers all public records to the County upon Completion of the contract, the Property Owner shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Property Owner keeps and maintains public records upon completion of the contract, the Property Owner shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is Compatible with the information technology systems of the County. ( ) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the Property Owner of the request, and the Property Owner must provide the records to the County or allow the records to be inspected or copied within a reasonable time. CL If the Property Owner does not comply with the County's request for records, the County shall enforce the public records Contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the Property Owner. A Property Owner who ca fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under Section 119.10, CL Florida Statutes. If the property owner has questions regarding the application of chapter 119, Florida statutes, to the property owner's duty to provide public records relating to this contract, contact the custodian of public records, Brian Bradley, at ( Q ) 9 - 47g, braille briars monroecounty-fl.gov, Monroe County Attorney's office, 1111 1 th Street„ Suite LO 408, Key West, Ft.. 33040, _ p, Non-Waiver of Immunity. Notwithstanding the provisions of Sec. 7 . , Florida Statutes, the participation of the County and Property Owner in this Agreement and the acquisition of any commercial liability insurance coverage, self- insurance coverage, or local government liability insurance pool Coverage shall not be CL deemed a waiver of immunity by the County to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. q. Privileges and Immunities. All of the privileges and immunities from liability; exemptions from laws, ordinances, and rules; and pensions and relief, disability, workers" compensation, and other benefits which apply to the activity of officers, agents, volunteers, or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. r. Legal Obligations and Responsibilities; Non-Delegation of Constitutional or Statutory duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility Propert.v Owner Noise Insidalion Agreement Page 16 of'28 Packet Pg. 543 C.17.n imposed upon the entity by law except to the extent of actual and timely performance thereof by any other participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this agreement is not intended to nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statutes, case law, and, specifically, the provisions of Chapters 125 and 1 , Florida Statutes. s, Non-Reliance �y Non-Parties. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and Property Owner agree that neither the County nor Property Owner or any agent, officer, or employee of each shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this agreement separate and apart, inferior to or superior to the community in general or for the purposes contemplated in this Agreement. CL t. Attestations. The Property Owner agrees to execute such documents as the County may reasonably require in the performance of the obligations and duties of the County or Property Owner under this Agreement. r u. No Personal Liability. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member; officer, agent or — employee of Monroe County in his or her individual capacity, and no member, officer, argent or employee of Monroe County shall be liable personally on this agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. LO v. Execution in Counterparts. This Agreement may be executed in any number of Counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and ,any of the parties hereto may execute this Agreement by signing any such counterpart. w. Section Headings. Section headings have been inserted in this CL Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this agreement. ........ Pr•op rrlY Owner r Noise Page 17(?1'28 Packet Pg. 544 C.17.n IN WITNESSr r and the County have executed this Agreement as of the day and year first above written. _ _ M.—-------------._-._-------.-----m—-------. __________$ : PR ERTY OWNER: s i nature w... . a� gignat re . rusted m@ _ Printed Name .� s J` s Sinur@ _ .�� ....._ .................�. z.. 2U-QS ` Printed Name #� r m________ _ .��____. # WITNESSES: CL CD F® Signature .St nature PrintNarn@ ....._ imie_...._ee._.W....w......_.......�,�„�.�..__._.. ..e...,,®..,.....�... i Printed Nam Signature w.. ._,.r. .m . ._e w... . _ W LO ....... at@ Printed Name CD I - .. ._._.m a.......M........ �.. _... ...... .................... _ ....�._. ._e... _ — � o CL MONROE COUNTY BOARD OF COUNTY COMMISSIONERS: (Seal) MAYOR / CHAIRMAN: Attest: CLERK i Deputy Clerk i nature t ... r.. .. ., ._. _ Property Owner Noise Insulation Agreement Page I a 2 f ASSI T h'f. Packet,Pg. 545 C.17.n PROGRAM POLICY STATEMENTS Exhibit A To Property Owner Noise Insulation Agreement A. Air Conditioning: General Restrictions. While providing a new ductless "mini- � split" AC system to your condominium as a part of the Noise Insulation Program modifications, the following limitations and restrictions will apply to all condominiums: 1. All condensing units will be installed on the balcony . All refrigerant lines (running from the balcony condensing unit) will be installed consistent with KWBTS Board policy rules, maintaining a maximum height of 4 inches. All condensate lines will be Installed on the building exterior consistent with IW1T Board polio rules to ensure the highest level of consistency and building architectural aesthetics, 4. All interior AC lines (refrigerant, condensate, electrical) and Energy Recovery Ventilator (ERV) ducts will be housed in new verticals wall and corner pilasters which CL _ will be constructed to match the quality of existing walls. The number and locations , of the new vertical mall and corner pilasters will differ depending on your unique condominium floor plan and number of bedrooms. The NIP executive architect will >- review this information with you at your NIP Design Review )Meeting, -� 5. Only electrical service panel's that are determined by the Program Manager to be LO deficient will be replaced by the Program as a part of the Noise Insulation Program modifications. B. '11+YIi'indow Sill f`� acernent. Due to the presence of asbestos, the NIP will provide a new custom wood surround and sill instead of the existing gypsum board surround. Due to this revised plan, existing custom sills marble, granite, wood) will not be replaced. This revision will be an improvement, while decreasing constriction costs and improving CL time efficiencies. C. Custom Crown Moldinc i and Baseboards Restrictions The new asbestos abatement requirements will restrict the ability to remove existing custom trim and baseboard prior to construction (as originally assumed), which will not allow sufficient time for the awarded general contractor to secure custom matched replacement trim. Therefore, existing crown moldings, wall trim, and base, the Contractor will, instead, cut the existing wood trim flush to the face of the new pilaster or thru wall ac-infill. At new pilaster locations and, if the thru wall ac infill abuts the existing baseboards, the contractor will install a standard (314" x 5-11 ") painted wood trim to abut the existing trim, rather than attempting to snatch the existing custom trim profiles and materials. After the completion of the NIP construction, the property owner will .. .....— ........ — I.xhibi1 A -reaper fl,Owner gross isolation t,�rr�}�rr�errt page 19 o ?8 Packet Pg. 546 C.17.n have the option to replace the installed trim with other custom trim to match the existing materials and profiles. D. Door Threshold ieNbts. Due to stringent Florida hurricane impact and water infiltration building codes, all new aluminum acoustical prime entry swinging doors and sliding glass patio doors will have thresholds that are considerably higher (from the floor) than existing door thresholds, These higher door thresholds are designed to provide optimum protection to the interior of a condominium from water infiltration during a hurricane. E. KWBTS Asbestos Testing As required by state and federal requirements, TIC Conducted asbestos testing on all participating KWBTS Condominiums in Buildings A, B and C during the November 2017 to April 2018 time period. This testing included collecting 7 to g samples at each condominium to include gypsum board joint compound, window glazing, and exterior CL window and door caulking. In addition, random exterior stucco samples were collected on both the "walkway" and "courtyard / balcony" building elevations. Ca Depending on the laboratory analysis of these samples, the presence of asbestos containing materials (ACM) have the potential to impact several areas of the NIP construction process to include - window removal and acoustic window installation, CL - door removal and acoustic door installation, removal of portable "through-wall" AC units and the infilling of openings, - ceiling cuts required for installation of the ductless AC, - wall Cuts required for the installation of the ductless AC, - construction of vertical wall pilasters required for installation of the ductless LO AC system & ERA/ ducats, - construction of closet soffit for installation of the EN '. F. Asbestos Abatement Reguirements In the event any samples show a presence of asbestos containing material (ACID), the CL awarded NIP contractor will be required to perform the following abatement requirements during construction. If samples show a presence of ACM < I% The NIP Contractor will be required to comply with OSHA worker safety requirements to include worker respirators„ poly curtains in all areas where the surfaces are disturbed and the use of H PA vacuum cleaners in the areas where surfaces are chipped, cut and/or sanded. Exhibit A -Propeqy Oivper°Worse drrs°rdalion Agreement � Page 0 qf'28� Packet Pg. 547 C.17.n If same es showor a presence of ACM 10la The NIP contractor will be required to perform full asbestos abatement procedures as directed by the Environmental Protection Agency (EPA) to include: - Construction of ACM containment barriers in all areas (walls, ceilings, closets, indowsldbors)„ approximately 4 feet from all walls and areas impacted b the NIP modifications. - Abatement and bagging of ACM (resulting from demolition process) by certified asbestos abatement staff. Air sampling of containment areas and clearance of all areas by certified asbestos abatement staff" to allow access to Containment areas by traditional (non-abatement) workers, CL TIC will be required to provide executive oversight of all ACM abatement processes in all condominiums throughout the NIP construction process to ensure proper compliance with federal and state abatement guidelines. ca - The presence of ACM' will have a significant impact on the NIP construction process, lengthening the construction period and increasing the sequencing CL and coordination requirements of contractor crews. - given the cost to provide required asbestos abatement procedures, the FAA will require THC to develop a design and construction plan that rminimi es the disturbance of ACM to ensure the minimization of construction costs, LO duration, and liability to the contractor and KWBTS property owners. This plan will result in new property owner requirements and design restrictions 'which are outlined below. G. KWBTS BOARD Authoft of Qe2j n Decisions. The K'to B a Board will have the CL Authority to make several of the Program design decisions to include: 1 , Acoustical Window and Door Material . . Acoustical Window and Door Color and Hardware Finishes . Acoustical Window and Door Operational Styles 4. Interior Ductless "Mini-Split" AC System Installation Requirements . Interior Ductless `Mini-Split" AC System Interior Soffit Design and Placement . In-Filled Kitchen Prime Door Policy Treatment xhib t,4 - Propert,v t. vner Noisy I'tr,4u#r.aion Agreement Pc e 1 raf 8 Packet Pg. 548 C.17.n LEGAL DESCRIPTION OF PROPERTY Exhibit o Homeowner Noise Insulation Agreement Apartment Unit known as Unit 507-k, Atlantic Towner, KEY WEST BY THE SEA, a Condominium, according to the declaration of Condominium recorded in Official Records Book 589, at Page 370, of the Public Records of Monroe County, Florida. CL CL LO CL a_ m ........ Evhihit P- Properly Owner Noise lravultrtion A reement Pcl e 22 of 78 Packet Pg. 549 (C.17'n PROGRAMIMPROVEMENTS Exhibit C To Homeowner Noise Insulation Agreement This Exhibit C represents the Program Improvement package for an eligible home that � includes the Program Improvements developed by the Program Manager to reduce the interior environment of a property by a minimum of five ( ) decibels. A typical Program Improvement package may include; r Architectural Drawings CL Replacement Aluminum Acoustical Windows CO Replacement Aluminum Acoustical Swinging Prime Door(s) CO Replacement Aluminum Acoustical Sliding Glass Patio Door(s) CL ti LO CL Llrhihit C-Property=Ow"er Noise Insulation greerr ent Pqge 3 q1 28 Packet Pg. 550 C.17.n DEFICIENCY HOLD ARMLE AGREEMENT Exhibit To Property weer Noise Insulation Agreement 1, In partial consideration of the compensation to be paid on behalf of the County and the Program for the Program Improvements to be made to the Property described in the Agreement of even date herewith (the "Agreement") between the County and Property Owner and to which, this Exhibit Q is attached, the undersigned, for and on behalf of the undersigned and the heirs, personal representatives, successors, and assigns of the undersigned, forever releases, remises, discharges, indemnifies and covenants not to sue, institute claims against, or institute any proceedings against, the CL County, or any of is agents, officers, employees, consultants and/or contractors concerning any and all claims, demands, damages, actions or causes of action of whatsoever kind and nature on account of bodily injuries or death, damage to the property, and the consequences thereof, and any of the foregoing which may accrue to the undersigned or their respective heirs, personal representatives, successors and assigns in connection with any and all Pre-Existing Deficiencies (the "Deficiencies") against said CL _ County or any of its officers, agents, employees, consultants rind/or contractors to be , legally liable. . The Property owner understands and assumes full responsibility for the Deficiencies present in the Property, whether visible to the Program Manager or unseen. LO . The Property Owner understands that the Deficiencies include any deficiencies present in the Property at the time of execution of this Agreement which could include, but not be limited to, code violations, structural damage, water / moisture damage, hazardous materials, infestation and/or any issue that would negatively impact the installation and performance of the Program Improvements. CL 4. If visible, the Property Owner understands that the Program Manager may identify and document Deficiencies at any time throughout the Program process (including design, bid and construction processes). If identified and documented, the Program Manager will classify the observed Deficiencies as either `Minor" or "Severe" The Property Owner assumes full responsibility for the worsening of any documented Minor Deficiencies. . In the rare event "Severe" Deficiencies are identified during the design process, the Property Owner agrees to complete necessary repairs to the Property, to the acceptance of the Program Manager, as a precondition to the commencement of construction of the Program Improvements. In the rare event that "Severe" Deficiencies are uncovered during the construction period, the Property owner agrees to complete Exhibit D- Prop r-t)•(Amer Noise peWe 4 qf'8 Packet Pg. 551 necessary repairs to the Property, to the acceptance of the Program [tanager to minimize any delay or stoppages of work. 7. The undersigned acknowledge and agree that all of the release and hold harmless and indemnity previsions set forth in Paragraph 1 of this Exhibit Q apply to property damage, injuries, deaths, or damages arising from the Deficiencies and/or all negative impacts that later result after the addition of the Program Improvements. The provisions of this Exhibit D shall survive the termination or expiration of the Property Owner Boise Insulation ,agreement. The undersigned hereby agree that the terms and provisions of this Exhibit Q shall be binding upon and inure tote benefit of the undersigned and their respective heirs, personal representatives, successors and assigns, RT OWNER:Z ig ature CL Signatur r'nt ameCa Printed Name Ca Signat re CL date — Printed Name WITNESSES: PROPERTYOWNER: Signature r' Signature LO Printed Name C Printed Name Signature ' Date Printed dame CL C WITNESSES: PROPERTY OWNER: Signature Signature i Printed Name Printed Name Signature Crate Printed Name Eyhibit D A Ise-ope)°i'v C wjie)) Noise Insulervion Agi-eel)7071 B(We 25(?1'28 Packet Pg. 552 C.17.n V TIL I I HARMLESS AGREEMENT Exhibit E T Property Owner Noise Insulation Agreement 1. In partial consideration of the compensation to be paid on behalf of the � County and the Program for the Program Improvements to be made to the Property described in the Agreement of even date herewith (the "Agreement") between the County and Property Owner and to which this Exhibit E is attached, the undersigned, for and on behalf of the undersigned and the heirs personal representatives, successors, and assigns of the undersigned, forever releases, remises, discharges, indemnifies and covenants not to sue, institute claims against, or institute any proceedings against, the CL County, or any of its agents, officers, employees, consultants and/or contractors concerning any and all claims, demands, damages, actions or causes of action of whatsoever kind and nature on account of bodily injuries or death, damage to the property and the consequences thereof„ and any of the foregoing which may accrue to ca the undersigned or their respective heirs, personal representatives, successors and assigns in connection with any and all Ventilation Deficiencies (the "Deficiencies") against CL _ said County or any of its officers, agents, employees, consultants and/or contractors to be , legally liable. . The Program Improvements may include the addition of acoustical windows and doors, removal and infilling of "through-wall" portable air conditioner units and the addition of a replacement ductless "mini-split" air conditioning system. BecauseLO these modifications will result in a tighter interior environment due to the elimination of Program will also include the addition of a energy recovery ventilation PPS uniwhi all passive inside l outside air leakage that was natural/ occurring in all openings, the g gy ry � } t Bch will provide an adequate exchange of inside / outside air to the condominium as required by building code. CL Given the tightened interior environment of the treated condominium, the Property Owner agrees to assume full responsibility for the proper operation of the new Program ductless AC system and energy recovery ventilation (EFL ) unit to avoid the potential for mold and moisture problems, especially during periods when the condominium is closed and uninhabited. 4. Due to FAA eligibility limitations, the Program will not be providing bathroom exhaust fan treatments. Since bathroom tubs and/or showers are a source of moisture generation in the interior environment of a condominium, the Property Owner agrees to assume full responsibility for ensuring that all bathrooms have an operable bathroom exhaust fan capable of properly exhausting bathroom moisture to the exterior of the building. It should also be noted that the original KWBTS condominiums were constructed with a small wall vent that was designed to allow the passive exhaust of L,'xhibit E-/'a•r.perti.Owner Nois-e Insulation,1gre?te/rle ad' NNv 26 of'28 Packet Pg. 553 (C.17'n bathroom, moisture in a central building exhaust shaft. wring the Program design survey process it was discovered the KWBTS buildings lack a solid central building exhaust shaft. Clue to this existing condition, these original wall vents (if still present) have the potential to provide a pathway for unwanted air, smoke and/or gases into the condominium interior. The Property owner agrees to assume full' responsibility for the sealing of original wall vents in all bathrooms and for any and all negative impacts that may result if left untreated. . It is clearly a building code violation to duct laundry dryer exhaust to the KWBTS central exhaust shaft. In the event a Property Owner has incorrectly ducted their laundry dryer vent to the KWB,TS central building exhaust shafts, they agree to correct this deficiency by properly exhausting their laundry dryer exhaust in an alternative method that meets current building code, at their oast before the initiation of the Program construction process. Furthermore, the Property Owner agrees to assume any and all liability related to the improper ducting of their laundry dryer exhaust. CL a. The Property Owner understands that the Program Improvements will not address kitchen and bathroom ventilation and/or excessive interior humidity levels generated by the Property Owner within the interior of the condominium. The Property Ca Owner understands and assumes full responsibility for maintenance of interior moisture and humidity levels: The Property Owner agrees to assume full responsibility for any Ca occurrence, reoccurrence or worsening of moisture problems and/or interior humidity levels in the Property. In addition, the Property Owner agrees to assume full CL — responsibility for the maintenance and operation of the NIP venting modifications after completion of the Program Improvements. 7, The undersigned acknowledge and agree that all of the release, hold harmless and indemnity provisions set forth in Paragraph 1 of this Exhibit E apply to LO injuries, deaths, or damages sustained in connection with or as a result of any and all interior ventilation deficiencies arising after the addition of the Program Improvements including, but not limited to, high humidity, mold, mildew,-and/or lack of proper exhaust ventilation. The provisions of this Exhibit E shall survive the termination or expiration of the Property Owner Noise Insulation Agreement. The undersigned hereby agree that the terms and provisions of this CL Exhibit EE' shall be binding upon and inure to the benefit of the undersigned and their respective heirs, personal representatives, succes ors and assigns. rV P WI E i nature Si Prin d am , ezz Prinked Name 77;��- ba� Lgate Printed Name L,' hib l E-Pt-r pea tv t:3vvne-Noise Insulalion Agi- cYlaeW I age q1'8 Packet Pg. 554 C.17.n WITNESSES: PROPERTY OWNER: — Signature Signature Printed Name Printed Name Signature Date Printed Name ....... r WITNESSES.- PROPERTY O'wF11NE t &gnature Signature F co Printed Name Printed game CL Signature M DatePrinted Name Lo CL c Exhibii F Noise h7sulcitioar Agwonunl Poge 8 ol'2 Packet Pg. 555 Address: Key West by the Sea C.17.o PROPERTY OWNER NOISEINSULATION AGREEMENT KEY VILEST INTERNATIONAL AIRPORTS MONROE COUNTY THIS NOISE INSULATION AGREEMENT (this "Agreement") is made and effective the date last below written by and between MONROE COUNTY, a municipal corporation organised and existing under the laws of the State of Florida (the "County"), and the undersigned (the "Property Owner"). ITNESETH: WHEREAS, the Property Owner is the sole record owner in fee simple of certain real property located in the City of Key West, County of Monroe, State of Florida, and more particularly described on Exhibit B attached hereto (the "Property"); and CL WHEREAS, the County is the owner and operator of the Ivey West International Airport (the "Airport") situated in the City of Key West„ County of Monroe, State of Florida, and in close proximity to the Property; and WHEREAS, the County desires to obtain and preserve for the use and benefit of the public a right of free and unobstructed flight for aircraft landing upon, CL _ taking off from, or maneuvering about the Airport; and WHEREAS, the Property Owner has elected to participate in the Key West International .Airport's Noise Insulation Program (the "Program") and, as part of the Program, the 'Property Owner has elected to obtain acoustical treatments and improvements to the Property as more particularly described on Exhibit C attached CD hereto (the "Program Improvements"), said Program Improvements to be paid for by the County at no cost to the Property Owner and in exchange for the granting to the County of an avigation easement over, across and through the Property; and WHEREAS, the County will enter into a construction contract with a general contractor (the "Contractor") to provide the installation of the Program CL Improvements, and WHEREAS, the Program is managed by the consultant team consisting of a team manager and assistant manager, architect, mechanical f electrical engineer, acoustician and construction manager selected by the County (the "ProgramManager"); and WHEREAS, the Property Owner and the County mutually desire to agree to the terms upon which the Property Owner will participate in the Program and receive the Program Improvements upon the terms and conditions provided herein; NOW, THEREFORE, in consideration of the terms, covenants and conditions set forth herein, and other good and valuable consideration, the receipt and Packet Pg. 556 C.17.o sufficiency of which are hereby acknowledged, the Property Owner and the County hereby agree as follows: 1 . Grant of Easement. Simultaneously, with the execution of this Agreement, the Property Owner executed and delivered to the County an avigation easement (the "Easement") which Easement has been recorded in the public records of Monroe County, Florida. The Easement remains in full force and effect and is hereby ratified in all respects. . Program Policy Statements. Consistent with the Program and/or Federal Aviation Administration Airport Improvement Program policies and procedures, the Program Manager has developed a series of Program Policy Statements outlining construction and eligibility restrictions. The Property Owner understands that prescribed Program Improvements will be consistent with the Program Policy Statements provided to the Property Owner by the Program Manager. A copy of the r Program Policy Statements is attached hereto as Exhibit A. CL Payment of Program Improvements. The County agrees to pay for the Program Improvements described in Exhibit C attached hereto, The Program Improvements will be approved by the Property owner and County, managed by the Program Manager, and performed by the Contractor. . Impeding Competitive Bid Process. The Property Owner shall not CL _ impede or interfere with the Contractor's ability to select between approved product , manufacturers and subcontractors in the preparation of bid submittals. To insure a competitive bid environment, the Property Owner is prohibited from having any >_ discussion or communication with the Contractor in relation to the Program, the -� contractor's bids or this Agreement until after award of the construction contract by the CD County. Failure of the Property Owner to comply with this provision shall, at the option of the County in its sole discretion, result in disqualification from the Program and cancellation of this Agreement. Construction Contract. The County will award the contract for the Program Improvements consistent with Federal and County competitive bidding policies and procedures,. The contract will require the Contractor to complete the Program CL Improvements within a time period defined by the Program Manager. . Pre- & Post-Construction Responsibilities. The Property Owner shall meet all responsibilities and requirements pertaining to both pre-construction and post- construction:. a. Prior to the start of PJIP construction, the Property Owner shall meet all Pre-Construction requirements to include: (1) Removing all valuables (such as jewelry, coins, guns, antiques, heirlooms, etc.) from their condominium; ( ) Moving of all furniture and belongings into the "Designated Storage Space Area within: the condominium, providing the required "clear area51 (white Pr oi.wr lY t Omer°Noise Insul alion A reenrem Page 7 of 2S Packet Pg. 557 space in sketch) for the Contractor, When doing so, the Property Owner will have the ability to utilize the complete "floor to ceiling" space. ( ) Removing of all excessive furniture and: belongings from the condominium that will not fit in the "Designated Storage Space Area"; ( ) Removing all window and door treatments ( arch as blinds, crapes, plantation shatters, etc.) and storing them in the "Designated Storage Space Area'„ ( ) Removing all electronic and dust-sensitive items from their condominium or wrapping with protective poly before staring them in the "Designated Storage Space Area'" ( ) Removing all gall hangings (such as mirrors, pictures, hanging shelves, etc.) and storing them in the "Designated Storage Space Area"; CL (7) Moving all small items and belongings into either the closets or bathrooms as outlined in the "Designated Storage Space Sketch" b. After completion of the NIP construction, the Property Owner shall meet all Past-Construction requirements to include: CL (1) Moving of all furniture and belongings stored in the "Designated Storage Space Areas" back to their original positions in the condominium: ( ) Moving of any excessive furniture and belongings back into the condominium; CD ( ) Fie-installation of all wall treatments, door treatments and _ wall hangings back to their original positions in the condominium. c. In the event the Property Owner fails to perform any and all of the above Pre-Construction responsibilities, the Property Owner shall be removed from NIP participation and the Property Owner shall be liable to the County and/or Contractor for CL any and all resulting damages and all direct and indirect costs related thereto, d. In the event the Property Owner fails to perform any and all of the above Post-Construction responsibilities, the Property Owner shall be liable to the County and/or Contractor for any and all resulting damages and all direct and indirect costs related thereto. 7. Impeding Construction. Once construction of the Program Improvements begins, the Property Owner shall not impede construction or alter construction schedules. In addition, the Property Owner shall prevent any and all tenants that may occupy the Property during the construction of the Program Improvements from impeding construction or altering construction schedules. In the event the Property Owner or any tenant occupying the Property impedes construction or Propen,v Oi-r ner Nola :ser Insulation Agreement _ Page 3 sV 8 Packet Pg. 558 (C.17.o alters the construction schedule, the Property Owner shall be liable to the Contractor and the County for any damages and all direct and indirect costs related thereto. Safe Working Environment. The Property Owner shell be responsible for providing a safe working environment for the Program Manager, Contractor, subcontractors, suppliers, and City, County, State and federal inspectors. a. Throughout all phases of design and construction of the Program Improvements, the Property Owner shall be responsible for: (1) Providing a working environment that is free from potential health risks, biohazard conditions, hazardous chemicals, obstacles„ weapons of any kind and/or explosives; — ( ) Refraining from verbal abuse or profanity; r ( ) Refraining from aggressive physical contact; and CL (4) Insuring that all pets are completely secured and contained. b. In the event the Property Owner fails to meet any of the foregoing conditions„ the Program process may, at the ounty's discretion, be temporarily suspended at any time. In such evert, the Program Manager shall notify the Property CL Owner in writing, stating the corrective action(s) and/or condition(s) required to be — completed or performed by the Property Owner prior to the County resuming the Program process. c. In the event the Program process is not resumed due to the r- Property Owner's failure to complete the corrective action(s) and/or condition(s) CD required by the Program Manager, the Property Owner shall be liable to the County and/or Contractor for any and all damages and ,all direct and indirect costs related thereto. d. If the Program process is resumed, the Property Owner shall be liable to the County and/or Contractor for any and all damages and all direct and indirect CL costs related to or caused by the temporary suspension of the Program process. g. Construction Delays. Curing the construction period, the Contractor may experience unforeseen complications relating to the installation of the Program Improvements. The construction contract shall provide that delays related to these unforeseen complications are beyond the control of the Contractor and shall be excused o that the time for completion may reasonably be extended. Construction schedules may also be revised if there is a delay in awarding of the contract or if the Program Improvements have to be re-bid in the event of lack of bidding contractors and/or failure of the lowest responsive, responsible bidder to execute the contract, provide a payment and performance bond or show proof of required insurance. 10, Changes to Scope of Work. The Program Manager reserves the right to make changes to the plans and specifications and the Program Improvements, at its I't;opc>r•v Oviver Noise Agasidwion Agreement lick e 4(�1'28 Packet Pg. 559 sole discretion, at any time during the Program process, provided such changes do not reduce the scope or quality of the Program Improvements described in Exhibit C and such changes are necessitated by the discovery of hidden conditions not readily detectable during normal property inspection procedures. 11. Acceptance of Work.. Upon completion of the Program Improvements, the Program Manager shall inspect or cause the inspection of the Program Improvements to determine if they were completed pursuant to the terms of the contract. The Program Manager retains sole discretion and authority on program conformance and performance issues as they relate to the Contractor, subcontractors, suppliers and acoustic designs. The Property Owner is requested to attend the Substantial Completion Inspection and provide input to the Construction Manager with respect to the identified punch-list items. In addition, the Property Owner is welcome to attend the Final Inspection. In the event the Property Owner elects to not attend the Substantial Completion and Final Inspections, they release and surrender their ability to provide input to the Construction Manager with respect to the acceptance of the CL Program Improvements. In the event there is a disagreement between the Property Owner and the Program Manager as to a conformance or performance issue, the Property Owner shall be required to submit the discrepancy in writing to Monroe County — (representative to be defined before the N/P construction process) within 7 days of the r inspection giving rise to the discrepancy. Monroe County shall then make a determination as to the acceptability of the conformance/performance issue and any CL remedial action that may need to be taken. Monroe County shall be the final arbiter of any conform anceiperformance/issues. Failure by the Property Owner to submit the written complaint within the time period specified above shall thereafter foreclose the Property Owners right to file such complaint. 12. Termination of Agreement. The Property Owner understands thatCD the signing of this ,Agreement initiates both the BID and CONSTRUCTION PHASES of , the Program Improvements to be performed in accordance with the Program. Therefore, if the Property Owner attempts to terminate this Agreement or otherwise impedes the progress of the performance of the Program Improvements after the award of the construction contract, the Property Owner will be liable to the County for any and all damages and all direct and indirect costs caused thereby. CL 13. Warranties, The County does not represent or warrant the level of noise reduction that the Property Owner will experience within the Property as a result of the Program Improvements performed as part of the Program. a. The County agrees that its contract with the Contractor will include standard one ( ) year warranties from the Contractor for all materials and workmanship. Such one-year warranty period shall commence as of the time of the acceptance of the work as provided for in Paragraph g. b, ,At the end of construction, the Program Manager will provide the Property Owner with a Warranty & Final Closeout Package which will contain copies of the warranty policies, product instructions, design documents and legal documents, ,As a condition of receiving the Warranty & Final Closeout Package, the Property Owner �.. _ . Projvgy C1wviet Noise Page 5 e? 8 Packet Pg. 560 C.17 0 must first submit a completed NIP Property Owner Satisfaction Survey to the Program Manager. After receiving the Warranty & Final Closeout Package, the Property Owner understands that the warranty policies for products used in the construction of the Program Improvements differ among product manufacturers. In the event of claim, the Property Owner is solely responsible for pursuing all future product warranty issues directly with each product manufacturer. c. In the event of a claim, the Property Owner shall be solely responsible for, and agrees to contact the Contractor or product manufacturer directly to coordinate any required warranty service and agrees to look solely to the general contractor or the product manufacturer for fulfillment of all warranties and for resolution of all product or construction warranty issue(s): (1) The Property Owner's inquiry is not directly related to either construction warranties or product warranties (such as window cleaning or product maintenance) regardless of whether the Property Owner's inquiry arises during the one- CL year warranty period from the Contractor or thereafter; ( ) The Property Owner believes that warranty service is required with respect to construction warranty issues, and the one-year warranty period from the general contractor has expired; ( ) The Property Owner believes that service is required with CL _ respect to product warranty issues, the advertised warranty period for the product has , not expired, and the manufacturer is currently conducting its business; and (4) The Property Owner believes that service Is required with respect to product warranty issues, and the advertised warranty period for the product CD has expired. 1 . Pre-Existing Deficiencies. The Property Owner will be required to sign Exhibit Q (Deficiency Mold Harmless Agreement) which will impute all responsibility and liability to the Property Owner for any and all present Pre-Existing Deficiencies at the Property, whether seen or unseen. CL 15. Pre-Work Requirements. The Property Owner will be required to complete any and all Pre-Work, as required by the NIP to successfully accommodate the NIP acoustic modifications. The Property Owner will be required to complete all � designated Pre-Work items utilizing their own funds and per the required deadlines as established by the NIP. In the event the Property Owner fails to complete the designated Pre-Work items by the established [SIP deadline, the Property Owner shall be removed from NIP participation and the Property Owner shall be liable to the County and/or Contractor for any and all resulting damages and all direct and indirect costs related thereto. 16. City of Key,West "Hard-Wired" Smoke Alarm Requirement. In compliance with the City of Key West Fire Marshall and the City of Key West Building Department construction permit issuance requirements, the Property Owner will be required to install 10-volt "hard-wired" smoke alarms in their condominium in Pr°opertY Oi,vner Noise.Insulation.{ r•eer enl Pqr ze 6 e 8 Packet Pg. 561 accordance with all applicable codes and regulations by the required deadline as established by the NIP. The Property Owner will be responsible to ensure that the smoke alarms are not installed in same areas within the condominium where NIP modification work will occur, to avoid any potential impedance to the NIP construction process. In the event the Property Owner fails to install the designated "hard-wired" smoke alarms by the established NIP deadline, the Property Owner shall be removed from: NIP participation, 17. Suspension of Program Process. The Program process may be temporarily suspended at any time during the design and/or construction phases upon the discovery of Deficiencies due to their potential impact on the Program Improvements and product warranties. The Program process will not resume until the Property Owner has corrected all related problems to the satisfaction of the Programs Manager, In the event repairs are not completed in a timely manner, the Property Owner will be liable to the County for any and all damages and all direct and indirect costs due to delay and/or stoppages of the work. CL 1 . Limitation on Alterations to the Property. The Property Owner agrees not to make alterations, or to permit any tenant occupying any portion of the ca - Property to make alterations to the existing windows, doors and/or walls from the time of the Design process until the construction of the Program Improvements have been completed. Exceptions to this rule must be pre-approved in writing by the Program Manager. Failure to adhere to this requirement may, at the option of the Program — Manager in its sole discretion, result in an immediate suspension of the construction of the Program Improvements on the Property. The Property Owner will be liable to the County for all direct and indirect costs associated with unapproved alterations and >_ damages related thereto. CD 19, Pre and Post-Construction Noise Testing Process. Pre- & post- construction noise testing is a very important Program process that is designed to measure and determine the actual achieved noise level reduction level at treated' properties. If selected by the Program Manager for pre- & post-construction noise testing, the Property Owner agrees to provide access to their property for testing and agrees to not to make alterations to the interior of their property (with the exception of repairs of Deficiencies) from the time of the pre-construction noise test to the post- CL construction noise test. In an effort to insure consistent noise data collection, the Property Owner also agrees to preserve the interior layout of furniture, floor coverings and window treatments from the time of the pre-construction noise test to the past construction noise test. The Property Owner understands that the failure to adhere to this requirement may result in corruption of the noise testing data. Therefore, the Property Owner understands they may be liable to the County for any direct and indirect noise testing costs in the event these requirements are not met. g. Cooperation. As reasonably requested, the Property Owner shall cooperate with the Contractor, the Program Manager and Monroe County in the performance of all phases of the Program Improvements including, but not limited to, the removal and reinstallation of rugs, wall hangings and furniture as necessary. Pruperl.y 014"wr Noise Msulalioti Agrecjrnem Page 7(?f<8 Packet Pg. 562 1. utilities, The Property Owner shall permit the Contractor to use, at no oast to the Contractor or the County, existing utilities such as light, heat, power and water necessary to carry out the Program improvements. , Resin and Bid Process Access, At scheduled times and/or upon not less than twenty-four ( 4) hours advance notice (via NIP email and/or letter), the Property Owner agrees to provide to the Program Manager, Contractor, subcontractors, suppliers, City, County, State and federal inspectors and consultants access to the Property to collect and develop all final design and bid documents. These visits could include, but not be limited to, property survey, design survey, hazardous material inspection, pre-noise testing and pre-bid visit. In the event the Property Owner flails to provide access to the Property for all required NIP Design and Bid Process visits, the Property Owner shall be removed from NIP participation. 21 Pre--Construction access. The Property Owner agrees to provide access to the Property forty-eight (4 ) hours prior to the scheduled start of NIP CL construction. This short visit will provide the Program Tanager with the ability to ensure that the Property Owner has met all furniture storage responsibilities. Failure could result in the suspension of the scheduled NIP construction and the Property Owner shall be liable to the County and/or Contractor for any and all resulting damages and all direct and indirect costs related thereto. 4. Pre and Post Construction ,access. At scheduled times and/or CL upon not less than twenty-four ( 4) hours advance notice (via NIP email andlor letter) and per the established NIP construction schedule assignment, the Property Owner agrees to provide to the Program Manager, Contractor, subcontractors, suppliers, City, >_ County, State and federal inspectors and consultants access to the Property to provide all required NIP Pre-Construction and Past-Construction visits. These visits could CD include, but not be limited to final measurement, pre-construction inspections, review of Designated Storage Space requirements, post construction inspections and post- construction noise testing. In the event the Property Owner fails to provide access for all required NIP Pre and Post Construction visits, the Property Owner shall be removed from NIP participation and the Property Owner shall be liable to the County and/'or Contractor for any and all resulting damages and all direct and indirect costs related thereto. CL g. Construction Period Access. Upon award of NIP construction contract, the Contractor will provide the Program Manager with their final construction schedule, which will include the required number of calendar days to complete the NIP construction in each of the participating condominiums. Based on this schedule, the Program Manager will assign each Property Owner with a designated number of calendar days in which construction will occur in their condominium. The Property Owner agrees to relocate from their condominium for the entire assigned time period. In addition, the Property Owner agrees not to re-enter their property for any reason during their assigned construction period due to safety concerns and the potential to negatively impact the Contractor. In the event the Property Owner fails to provide access for their assigned construction time period„ the Property Owner shall be removed from NIP Packet Pg. 563 C.17 0 participation and the Property Owner shall be liable to the County and/or Contractor for any and all resulting damages and all direct and indirect costs related thereto. 26. Construction Period Extension Due to Hurricanes. Since the NIP construction period will extend into the Ivey Vest hurricane season, there is potential for construction delays and/or stoppages, beyond the control of the Contractor, in the event of a threat of an approaching hurricane and/or an actual hurricane event, Due to this possibility, the Property Owner understands that delays may occur in addition to their originally assigned construction time period, without any fault or cost to the Contractor and Program Manager. Furthermore, the Property Owner agrees to relocate from their condominium for all additional calendar days resulting from NIP construction work stoppages due to a hurricane threat or event at no cost to the County, Contractor and/or Program Manager. In the event the Property Owner fails to, provide the required additional access to their condominium die to hurricane-related work stoppages, the Property owner shall be removed from NIP participation and the Property Owner shall be liable to the County and/or Contractor for any and all resulting damages and all direct CL and indirect costs related thereto. 27, Discover of Pre-Existinq Deficiencies during Construction. In the event the Contractor discovers pre-existing deficiencies at the Property during the NIP construction process that negatively impact the installation of the NIP improvements„ the Property Owner agrees to immediately repair and rernediate such deficiencies in an effort to reduce any negative impact on the scheduled construction period. The Property — Owner understands that, depending on the timing of the pre-existing deficiency repair, _ the NIP construction period may need to be extended, at no fault of the Program Manager or Contractor. 28. Impact of Unforeseen KWBTS wilding Conditions on Construction CD Schedule. The Property Owner understands that unforeseen building conditions that may arise during the NIP construction may have the potential to increase the original scheduled duration of construction, which is not the fault of the Program Manager nor Contractor. The Property Owner needs to plan for the "worst-case" possibility that the originally-scheduled construction completion date may be delayed a few additional days due to unforeseen building conditions that may arise and complicate the NIP construction. CL 29. Existing Window / Door Treatments, Shades and Blinds. The Property Owner understands that, after the installation of new NIP acoustic window and doors, the existing window and/or door treatments, shades and blinds may not be compatible nor able to be re-installed due to size differences between the new and existing windows and doors. 80. Existing Crown Molding. during the installation of the new acoustic windows and doors, the NIP will be providing new "standard" replacement interior trim and sills. The Property Owner understands that the NIP replacement trim will not match custom and/or specialized crown molding patterns and/or custom window and dour trim. After the completion of the NIP modifications, the Property Owner will have the ability to make modifications to the N I P interior trim at their own expense. ProperlY Ovvner Norse drd.ti'trCtnion Agreement Page 9«f 8 Packet Pg. 564 C.17 0 1. Communication Requirements, The Property Owner agrees to read and review all NIP emails and/or letters in a timely fashion which are being provided by the NIP to ensure schedule conformance. In the event the Property Owner fails to meet this requirement, it could result in removal from NIP participation. 32 Title_Examination. The Program Manager has obtained or will obtain, at its sole cost and expense, an "Abstract of Title" to ensure that the Property title is free from liens and/or title defects.. . Coo eration in Clearing Title. Prior to the commencement of construction of the Program Improvements, the Property Owner shall cooperate with the County in order to (i) correct any title defects affecting the Property which are disclosed by the "Abstract of Title and in the sole determination of the County may serve to invalidate the Easement, and (ii) secure the written consent of any and all mortgage holders to the Property Owner's conveyance of the Easement to the County if the r- County determines that it is necessary or desirable to do so (collectively, the "Title Matters"). If, prior to the commencement of construction of the Programs Improvements, CL the County, in its sole discretion, determines that the Title Matters affecting the Property may invalidate the Easement, this Agreement shall be null and void, and the Easement shall be terminated, 4. Federal Assurance. As required by the Federal Aviation Administration, the 'Property Owner agrees to the following provisions: CL _ a. The Property Owner shall subject the construction work on the project to such inspection and approval during the construction of the Programs Improvements and after completion of the Program Improvements as may reasonably -� be requested by the Program Manager and/or Monroe County. CD b. After final completion of the Program Improvements, the Property Owner shall assume the responsibility for maintenance and operation of the items installed, purchased or constructed under this Agreement. Neither the Federal Aviation Administration nor the County bears any responsibility for maintenance and operation of these items. CL b. Reduction of Fresh Air Infiltration, The Property Owner will be required to sign Exhibit E (Ventilation Hold Harmless Agreement) which imputes all responsibility to the Property Owner for the proper maintenance of interior moisture and humidity levels, , Salvage of Materials & Equipment. If the Property Owner desires to retain any of the material or equipment removed from the Property as a result of the Program Improvements, the Property Owner shall arrange for the salvage of said materials ,and equipment directly with the Contractor at the Property Owner's sole risk and expense. The County assumes no responsibility for the condition of the material, equipment or surrounding surfaces as a result of the owner requested salvage. The Property Owner and the Contractor shall, prior to the commencement of construction, agree upon and execute a document listing those items to be salvaged. In the absence Properly Owner Noise Insulation.- rc>er enl F"rr,�c 10 r,128 Packet Pg. 565 C.17 0 of such a written agreement, all items shall become the property of the Contractor. Materials and equipment not listed for salvage by the Property Owner shall become the property of the Contractor. . Prooertv Insurance. luring Program construction period, the Contractor will provide builder's risk insurance for the Property. The Property Owner shall have the option, at the Property Owner's sole cost and expense, to maintain a homeowner's insurance policy for the duration of the construction of the Program Improvements. The Property Owner understands that, following final completion, the Contractor's builder's risk insurance will cease, and it is advisable for the Property Owner to obtain insurance to cower any value added to the Property by the Program, . Timing and- Effects of Construction. The Property Owner understands that there is a chance that construction itself may exceed the Contractor's original projected construction time period. The Property Owner also understands that the construction may involve substantial inconvenience and could generate significant quantities of dust and debris rendering portions of the Property uninhabitable for CL extended periods of time. 9. Labor and Material Release. The Property Owner releases and forever discharges any and all claims, suits and actions against the Program Manager the County and its officers, employees, agents, consultants; and contractors and suppliers with respect to issues relating to the conformance of labor, materials and _ acoustic designs utilized in the Program Improvements. Nothing in this paragraph shall , limit the warranties for materials and workmanship contained in the contract with the general contractor. 40. Sale of Property. In the event the Property Owner sells, conveys or CD otherwise transfers title to the Property before the completion of all phases of the Program process, the Property Owner hereby agrees to provide the buyer with a copy of this Agreement prior to the Closing on the sale, conveyance or other transfer, and to transfer all of the Property Owner's responsibilities and obligations under this Agreement to the buyer as a condition of the purchase, conveyance or other transfer of the Property. CL 41, Waiver, No waiver of, acquiescence in, or consent to any breach of any term, covenant or condition hereof shall be construed as, or constitute, a waiver of, acquiescence in, or consent to any other, further or succeeding breach of the same or any other term, covenant or condition hereof. 4 '. Release of Easement. In the event that this Agreement i cancelled or the County determines that the Easement should be released of record, the Property Owner, upon written request by the County, shall pay to the County the sum of One Hundred Dollars ( 190.00) to cover the costs of the preparation and recording of the Release of Easement document in the public records of Monroe County, Florida. Property Owner understands that it is the Property Owner's responsibility to insure such payment is made in order to "clear" the title to the Property. ...... Pr of-wr(y()veer ,,Vo'se Insulation Agreerrtew Page I I qf'28 Packet Pg. 566 C.17 0 4 . Auhorit o Execute On Behalf Of Cou,nly. By Resolution No. 111- 004, duly motioned and passed at a lawfully announced public meeting, the Board of County Commissioners of Monroe County, did, on the 17th day of March 004, grant full authority for the County Administrator to execute this Agreement on behalf of the County without further action by the Board of County Commissioners. 4. Attachments. Attachments to this Agreement include the following, which are incorporated into this Agreement by reference. a. Exhibit A. Program Policy Statements. b, Exhibit : Legal Description of Property c. Exhibit C; Program Improvements. ti d. Exhibit D: Deficiency Hold Harmless Agreement e. Exhibit E: Ventilation Hold Harmless Agreement 45, General Conditions. a. Governing Law, Venue, Interpretation, Costs, and Fees. CL (1) This Agreement shall be governed by and Construed in — accordance with the Lanus of the State of Florida applicable to contracts made and to be performed entirely in the State. ( ) In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the CD County and Property Owner agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. a) ( ) The County and Property Owner agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them, the issue shall be submitted to mediation prior to the institution of any otherCL administrative or legal proceeding. (4) The County and Property Owner agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. b, BindingEffect.ffet. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Property Owner and their respective legal representatives, .successors, and assigns. Pr°rrrrtrill,Owner Noise nsulaiion Agrc.c:rrrerri f ors c 12 e?1'8 Packet Pg. 567 c. Severability. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement shall not be affected thereby; and each remaining term, covenant, condition and provision of this .Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. d. Authority. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and Property Owner action, as may be required by law. e. Duration of Agreement. This Agreement shall commence upon the execution of this Agreement, subsequent to execution by the Property Owner and by the County and shall remain in effect for a period reasonably required to effect the CL Program Improvements (the "Term'), except as may be sooner terminated in accordance with the provisions of this Agreement. f. Acceptance of qjfLs, Grants, Assistance Funds, or Requests. The i- County and Property Owner agree that each shall be, and is, empowered to accept for the benefit of any or all of them, gifts, grants, assistance funds, or bequests to be used CL for the purposes of this Agreement. . Claims for Federal or State Aid. The County and Property Owner agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations by the Property Owner shall be CD approved by the County prior to submission. _ h. Adiudication of Disputes or Disagreements. The County and Property Owner agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any CL party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida lava. i. Nondiscrimination. The parties agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order.. The parties agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrirmination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 8 - 52), which prohibit discrimination in employment on the basis of race, color, religion, sex, and national origin; ) Title IX of the Education Amendment of 1972, as amended (20 U C §§ 1681-1683, and 1585-15$6), which prohibits discrimination on the basis of sex; ) Section 54 of the Rehabilitation Act of 1973, as amended ( g DC § 794), Propegy Oivnor Nc)lse h7sulation Agreement Page 13 Packet Pg. 568 which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 U C §§ 6101-6107), which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; ) The Comprehensive Alcohol Abuse and Alcoholism Prevention,. Treatment and Rehabilitation Act of 1979 (PL 91 1 ), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public health Service Act of 1912, 523 and 527 (42 U C §§ 690dd-3 and 299ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; ) Title Vill of the Civil Rights Act of 1968 (42 U C §§ 3601 et seq), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1999 (42 IB C §§ 12101), as amended from time to time, relating to nondiscrimination in employment on the basis of disability, 19) Monroe County Coda Chapter 14, Article 11, which prohibits discrimination on the basis of race, color, sex, religion; national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) any other nondiscrimination provisions in any federal or state statutes which may apply to the CL parties to, or the subject matter of, this Agreement. j. Cooperation. In the event any administrative or legal proceeding i instituted against either party relating, to the formation, execution, performance, or ca breach of this Agreement, the County and Property Owner agree to participate, to the extent required by the rather party, in all proceedings, hearings„ processes, meetings, CL and other activities related to the substance of this Agreement or provision of the services under this Agreement. The County and Property Owner specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement or any Attachment or Addendum to this Agreement. LU ti k. Books, Records. and Documents. The County and Property Owner CD shall maintain books, records, and documents directly pertinent to performance under = this Agreement in accordance with generally accepted accounting principles consistently applied, Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for audit purposes during the term of the Agreement and for four years following the termination of this Agreement.. CL 1. Covenant of No Interest. The County and Property Owner covenant that neither presently has any interest„ and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. m. Code of Ethics. The County agrees that the officers and employees of the County recognize and will be required to comply with the standards of conduct relating to public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation, misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. ProperlY Owner Noise Insulation Agreeinew Page 14(,�'28 Packet Pg. 569 n. No Solicitation/Payment. The County and Property Owner warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, Corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the Property Owner agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion„ to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. o. Public Access. Property Owner must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and Property Owner shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters CL or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Property Owner in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this �- provision by the Property Owner.. Failure of the Property Owner to abide by the terms of this provision shall be deemed a material breach of this contract and the County may CL enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and Costs associated with that proceeding, This provision shall survive any termination or expiration of the contract. ti The Property Owner is encouraged to consult with its advisors about CD Florida Public Records Law in order to comply with this provision. _ Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the Property Owner is required to: (1) beep and maintain public records that would be required by theCL County to perform the service. (2) upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. ( ) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the property Owner does not transfer the records to the County. (4) Upon completion of the Contract, transfer, at no Cost, to the County all public records in possession of the Property Owner or keep and maintain public records Pr°operi.}r C1m,wer ,,Voise Irasid ation,=1ge•crem rn Pe(+�' 15 o '8 Packet Pg. 570 C.17 0 that would be required by the County to perform the service. If the Property Owner transfers all public records to the County upon completion of the contract, the Property Owner shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Property Owner beeps and maintains public records upon completion of the contract, the Property Owner shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. ( ) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the Property Owner of the request, and the Property Owner must provide the records to the County or allow the ti records to be inspected or copied within a reasonable time. CL If the Property Owner does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the Property Owner, A Property Owner who 1- ca fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under Section 119.10, CL Florida Statutes. If the property owner has questions regarding the application of chapter 119, Florida statutes, to the property owner's duty to provide public records relating to this contract, contact the custodian of public records, Brian Bradley, at ( QB) g -847g, brad le - bri 2monroecount -fl.gov, Monroe County Attorney's office, 1111 1 th Street, Suite CD 408, Key West, FL 33040 p. Jon-Waiver of Immunity. Notwithstanding the provisions of Sec. 78. 8, Florida Statutes, the participation of the County and Property Owner in this Agreement and the acquisition of any commercial liability insurance coverage, self insurance coverage, or local government liability insurance pool coverage shall not be CL deemed a waiver of immunity by the County to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. q. Privileges and Immunities. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules, and pensions and relief, disability, workers" compensation, and other benefits which apply to the activity of officers, agents, volunteers, or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. r. 'Legal Obligations and Responsibilities;, Non-Delegation of Constitutional or Statutory Duties. This agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility Properi.11 Ovvner Noise lnsulution Agreet nel7t Puge 16 of'2 Packet Pg. 571 imposed upon the entity by law except to the extent of actual and timely performance thereof by any other participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statutes, case law, and, specifically, the provisions of Chapters 125 and 163, Florida Statutes. s. Non-Rellance Non-Parties. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and Property Owner agree that neither the County nor Property Owner or any agent, officer, or employee of each shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. CL t. Aftestations. The Property Owner agrees to execute such documents as the County may reasonably require in the performance of the obligations and duties of the County or Property Owner under this Agreement. r u. No Personal Liability. No covenant or agreement contained herein CL shall be deemed to be a covenant or agreement of any member, officer, agent or — employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or b subject to any personal liability or accountability by reason of the execution of this Agreement. CD v, Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. w. section Headings. Section headings have been inserted in this CL Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. Pr(,.) er tV Owner Noi'sAe Page } u{ Packet Pg. 572 C.17.o IN WITNESSWHEREOF, the Property Owner and the County have executed this Agreement as of the day and year first above written. OWNER:WITNESSES: PROPERTY ig ture Signa re Tint e M w _ .m,.. Printed Name s" ur Date Printed Name WITNESSES: PROPERTY OWNER: U) 5 signature Signaw Printed Flame Printed Name � W ram. i Signature Date Printed Name p.—. .....—....._.T_a.�—....._..„... ,.� ......_ ....,,.e....�.�........,...f.s....._...... —.... _.._ T CL MONROE COUNTY BOARD OF COUNTY COMMISSIONERS: (Seal) MAYOR / AI Attest: s KEVIN MADOK, CLERK : _ Deputy Clerk Signature Date ft Property Owner Noise Insulation Agreement - tt J age.B of 2 ..._ PEDRO RC IT TO r =ATTC) Packet,Pg. 573 Date-'— PROGRAM POLICY STATEMENTS Exhibit A To Property Owner Noise Insulation Agreement A. Air Condifioninci: General Restrictions. While providing a new ductless "mini- � split" AC system to your condominium as a part of the Noise Insulation Program modifications, the following limitations and restrictions will apply to all condominiums: 1. All condensing units will be installed on the balcony 2. All refrigerant lines (running from the balcony condensing unit) will be installed consistent with KWBTS Board policy rules, maintaining a maximum height of 4 inches. . All condensate lines will be installed on the building exterior consistent with KWBT Board policy rules to ensure the highest level of consistency and building architectural aesthetics. 4. All interior AC lines (refrigerant, condensate, electrical) and Energy Recovery `ventilator (ERV) ducts will be housed in new vertical wall and corner pilasters which CL _ will be constructed to match the quality of existing walls. The number and locations , of the new vertical wall and corner pilasters will differ depending on your unique condominium floor plan and number of bedrooms. The NIP executive architect will �. review this information with you at your NIP Design Review Meeting. Only electrical service panels that are determined by the Program Manager to be CD deficient will be replaced by the Program as a part of the Noise Insulation Program modifications. B. Window Sill Re lacernent. Due to the presence of asbestos, the NIP will provide a new custom wood surround and sill instead of the existing gypsum board surround. Due to this revised plan; existing custom sills (marble, granite, wood) will not be replaced. This revision will be an improvement, while decreasing constriction costs and improving CL time efficiencies. C. Custom Crown Molding-and Baseboards Restrictions � The new asbestos abatement requirements will restrict the ability to remove existing custom trim and baseboard prior to construction (as originally assumed), which will not allow sufficient time for the awarded general contractor to secure custom matched replacement trim. Therefore, existing crown moldings, wall trim, and base, the contractor will, instead, cut the existing wood trim flush to the face of the new pilaster or thru wall c-infill. At new pilaster locations and, if the thru wall ac infill abuts the existing baseboards, the contractor will install a standard (314" x -112') painted wood trim to abut the existing trim, rather than attempting to match the existing custom trim profiles and materials. After the completion of the NIP construction, the property owner will Evhibir A - PrRop<xgy(}wner '!'r}ise lnsulatio n Apvement Pctc;e 19 q1 2c' Packet Pg. 574 (C.17.o have the option to replace the installed trim with other custom trim to match the existing materials and profiles. D. Door Threshold Heights. Due to stringent Florida hurricane impact and water infiltration building codes, all new aluminum acoustical prime entry swinging doors and sliding glass patio doors will have thresholds that are considerably higher (from the floor) than existing door thresholds. These higher doer thresholds are designed to provide optimum protection to the interior of a condominium from water infiltration during a hurricane. E. KWIBTS Asbestos Testing As required by state and federal requirements, TFIC conducted asbestos testing on all participating KWBTS condominiums in Buildings A, B and C during the November 2017 to April 2018 time period. This testing included collecting 7 to g samples at each condominium to include gypsum board joint compound, window glazing, and exterior window and door caulking. In addition, random exterior stucco samples were collected CL on both the "walkway" and "courtyard / balcony building elevations. Ca Depending on the laboratory ,analysis of these samples, the presence of asbestos containing materials (ACM) have the potential to impact several areas of the NIP construction process to include: - window removal and acoustic window installation, CL - door removal and acoustic dear installation, _ - removal of portable "through-wall" AC units and the infilling of openings, ceiling cuts required for installation of the ductless AC wall cuts required for the installation of the ductless AC„ - construction of vertical wall pilasters required for installation of the ductless CD AC system & ERV ducts, - construction of closet soffit for installation of the ER '. F. Asbestos Abatement Requirements In the event any samples show a presence of asbestos containing material (ACM), the CL awarded NIP contractor will be required to perform the following abatement requirements during construction. If s rn les shove a presence of ACM < 1% The NIP contractor will be required to comply with OSHA worker safety requirements to include worker respirators, poly curtains in all areas where the surfaces are disturbed and the use of HEP,A vacuum cleaners in the areas where surfaces are chipped, cut and/or sanded, EArhibil:� - f't°oper°t ,Owner Noise 117S11/(�Ji0oa Agreement Peg 10 t#j 28 Packet Pg. 575 C.17 0 If samples show a presence of ACM >1% The NIP contractor will be required to perform full asbestos abatement procedures as directed by the Environmental Protection Agency (EPA) to include:. - Construction of ACM containment barriers in all areas (,walls, ceilings, closets, vwindovws1doors), approximately 4 feet from all walls and areas impacted by the NIP modifications. - Abatement and bagging of ACM (resulting from demolition process) by Certified asbestos abatement staff. - Air sampling of containment areas and clearance of all areas by certified asbestos abatement staff to allow access to containment areas by traditional (non-a atemr ent) workers. r - THC will be required to provide executive oversight of all ACM abatement CL processes in all condominiums throughout the NIP construction process to ensure proper compliance with federal and state abatement guidelines. - The presence of ACM will have a significant impact on the NIP construction process, lengthening the construction period and increasing the sequencing CL and coordination requirements of contractor crews. - Given the cost to provide required asbestos abatement procedures, the FAA will require THC to develop a design and construction plan that minimizes the disturbance of ACM to ensure the minimization of construction costs, CD duration, and liability to the contractor and KWBTS property owners. This plan will result in new property owner requirements and design restrictions which are outlined below. G. KWBTS BOARD Authori!yof Design Decisions.. The KWBTS Board will have the CL Authority to make several of the Program design decisions to include: 1. Acoustical Window and Door Material . Acoustical 'window and Door Color and Hardware Finishes . Acoustical Window and boor Operational Styles 4, Interior Ductless "Mini-Split" AC System Installation requirements . Interior Ductless "Mini-Split" AC System Interior Soffit Design and Placement . In-Filled Kitchen Prime Door Policy Treatment ......................... Dchibi A - Proper tY Owner Nr ise Insulation Agreement Pog _21 of`8 Packet Pg. 576 C.17.o LEGAL DESCRIPTION OF PROPERTY Exhibit B T Homeowner Noise Insulation ,Agreement Apartment Unit known as Unit 607-A, Atlantic Tower, KEY WEST BY THE SEA, a Condominium, according to the Declaration of Condominium recorded in Official Records Book 589, at Page 370, of the Public Records of Monroe County, Florida. CL CL CD CL Exhihrt B- Propertx,0 vner;Vokse lisulcrdion A reemew Page?? o 28 Packet Pg. 577 PROGRAM IMPROVEMENTS Exhibit C To Homeowner Noise Insulation Agreement This Exhibit C represents the Program Improvement package for an eligible home that � includes the Program Improvements developed by the Program Manager to reduce the interior environment of a property by a minimum of five (5) decibels. A typical Program Improvement package may include: r Architectural Drawings CL 0 Replacement Aluminum Acoustical Windows Ca Replacement Aluminum Acoustical Swinging Prime Door(s) Ca Replacement Aluminum ,Acoustical Sliding Glass Patio Door(s) CL CD ti CL Exhibit C- Prop rfy t"J't`i ner,NOI O lnsulotlon Agt'et'meni Page 3 (Jf 2S Packet Pg. 578 i C.17 0 DEFICIENCY HOLD HARMLESSAGREEMENT Exhibit D To Property Owner Noise Insulation Agreement 1. In partial consideration of the compensation to be paid on behalf of the County and the Program for the Program Improvements to be made to the Property described in the Agreement of even date herewith (the "Agreement") between the County and Property Owner and to which this Exhibit Q is attached, the undersigned, for and on behalf of the undersigned and the heirs, personal representatives, successors, and assigns of the undersigned, forever releases, remises, discharges, indemnifies and covenants not to sue, institute claims against, or institute any proceedings against, the CL County, or any of its agents, officers, employees, consultants and/or contractors concerning any and all claims, demands, damages, actions or causes of action of whatsoever kind and nature on account of bodily injuries or death, damage to the property,, and the consequences thereof, and any of the foregoing which may accrue to the undersigned or their respective heirs, personal representatives, successors and assigns in connection with any and all Pre-Existing Deficiencies (the "Deficiencies") against said CL County or any of its officers, agents, employees, consultants and/or contractors to be , legally liable. . The Property Owner understands and assumes full responsibility for the Deficiencies present in the 'Property, whether visible to the Program Manager or unseen. CD . The Property Owner understands that the Deficiencies include any = deficiencies present in the Property at the time of execution of this Agreement which could include, but not be limited to, code violations, structural damage, water / moisture damage, hazardous materials, infestation and/or any issue that would negatively impact the installation and performance of the Program Improvements. CL . If visible, the Property Owner understands that the Program Manager may identify and document (deficiencies at any time throughout the Program process (including design, bid and construction processes). If identified and documented, the Program Manager will classify the observed Deficiencies as either "Minor" or "Severe". . The Property Owner assumes full responsibility for the worsening of any documented Minor Deficiencies. . In the rare event "Severe" Deficiencies are identified during the design process, the Property Owner agrees to complete necessary repairs to the Property, to the acceptance of the Program Manager, as a precondition to the commencement of construction of the Program Improvements. In the rare event that "Severe" Deficiencies are uncovered during the construction period, the Property Owner agrees to complete E'xhibii'D_ Prop rtY Owner Noise 1nsula ion A reelne)•1f Bate 24 qf'8 Packet Pg. 579 (C.17.o necessary repairs to the Property, to the acceptance of the Program Manager to minimize any delay or stoppages of work. 7. The undersigned acknowledge and agree that all of the release and hold armless and indemnity provisions set forth in Paragraph 1 of this Exhibit Q apply to property damage, injuries, deaths, or damages arising from the Deficiencies and/or all negative impacts that later result after the addition of the program Improvements. The provisions of this Exhibit Q shall survive the termination or expiration of the Property Owner Noise Insulation Agreement. & The undersigned hereby agree that the terms and provisions of this Exhibit D shall be binding upon and inure to the benefit of the undersigned and their respective heirs, personal representatives, successors and assigns. PrWJITINIESSJ� : R. ERTY O NER- S1 nature CL CC ry S g tfatuV grin ame — rimed Marne I— ' Ca Si ire _ F q gat � � L � CL _ (printed Name __...._ -.............. FWITNESSES: PROPERTY OWNER: �- Signature Signature CD Printed Name _ Printed Name Signature I Date CL Printed Name - WITNESSES: PROPERTY OWNER: 0 Signature Signature Printed Name Printed Name - Signature Date Printed Naate Packet P9- 580 VENTILATION ATIO HOLD HARMLESS AGREEMENT Exhibit To Property Owner Noise Insulation Agreement 1. In partial consideration of the compensation to be paid on behalf of the County and the Program for the Program Improvements to be made to the Property described in the Agreement of even date herewith (the "Agreement") between the County and Property Owner and to which this Exhibit E is attached, the undersigned, for and on behalf of the undersigned and the heirs, personal representatives, successors, and assigns of the undersigned, forever releases, remises, discharges, indemnifies and covenants not to sue, institute claims against, or institute any proceedings against, the CL County, or any of its agents, officers, employees, consultants and/or contractors concerning any and all claims, demands, damages, actions or causes of action of whatsoever kind and nature on account of bodily injuries or death, damage to the property and the consequences thereof, and any of the foregoing which may accrue to the undersigned or their respective heirs, personal representatives, successors and assigns in connection with any and all Ventilation Deficiencies (the "Deficiencies") against CL _ said County or any of its officers, agents, employees, consultants and/or contractors to be , legally liable. _, The Program Improvements may include the addition of acoustical windows and doors, removal and infilling of "through wall" portable air conditioner units and the addition of a replacement ductless "mini-split" air conditioning system. Because CD these modifications will result in a tighter interior environment due to the elimination of all passive inside / outside air leakage that was naturally occurring in all openings, the Program will also include the addition of a energy recovery ventilation (ERV) unit which will provide an adequate exchange of inside / outside air to the condominium as required by building code. CL . Given the tightened interior environment of the treated condominium, the Property Owner agrees to assume full responsibility for the proper operation of the new Program ductless AC system and energy recovery ventilation (ERV) unit to avoid the potential for mold and moisture problems, especially during periods when the condominium is closed and uninhabited. 4. flue to FAA eligibility limitations, the Program will not be providing bathroom exhaust fan treatments.. Since bathroom tubs and/or showers are a source of moisture generation in the interior environment of a condominium, the Property Owner agrees to assume full responsibility for ensuring that all bathrooms have an operable bathroom exhaust fan capable of properly exhausting bathroom moisture to the exterior of the building. It should also be noted that the original KWBTS condominiums were constructed with a small wall vent that was designed to allow the passive exhaust of Exhibit E-Pa operiy Owner Nosy Petr e 26(#'28 Packet Pg. 581 bathroom moisture in a central building exhaust shaft. Curing the Program deign survey process it was discovered the I WBTS buildings lack a solid central building exhaust shaft, Clue to this existing condition, these original wall vents (if still present) have the potential to provide a pathway for unwanted air, smoke and/or gases into the condominium interior, The Property Owner agrees to assume full responsibility for the sealing of original wall vents in all bathrooms and for any and all negative impacts that may result if left untreated. 6. It is clearly a building code violation to duct laundry dryer exhaust to the KWBI TS central exhaust shaft. In the event a Property Owner has incorrectly ducted their laundry dryer vent to the KWBTS central building exhaust shafts, they agree to correct this deficiency by properly exhausting their laundry dryer exhaust in an ,alternative method that meets current building code, at their cost before the initiation of the Program construction process, Furthermore, the Property Owner agrees to assume any and all liability related to the improper ducting of their laundry dryer exhaust. CL . The Property Owner understands that the Program Improvements will not address kitchen and bathroom ventilation and/or excessive interior humidity levels generated by the Property Owner within the interior of the condominium. The Property Owner understands and assumes full responsibility for maintenance of interior moisture and humidity levels. The Property Owner agrees to assume full responsibility for any Ca occurrence, reoccurrence or worsening of moisture problems and/or interior humidity levels in the Property. In addition, the Property Owner agrees to assume full CL - responsibility for the maintenance and operation of the NIP venting modifications after = completion of the Program Improvements, 7, The undersigned acknowledge and agree that all of the release, held' armless and indemnity provisions set forth in Paragraph 1 of this Exhibit E apply to CD injuries, deaths, or damages sustained in connection with, or as a result of any and all interior ventilation deficiencies arising after the addition of the Program Improvements including, but not limited to, high humidity, mold, mildew, and/or lack of proper exhaust ventilation. The provisions of this Exhibit E shall survive the termination or expiration of the Property Owner Eloise Insulation Agreement. 6, The undersigned hereby agree that the terms and provisions of this CL Exhibit E shall be binding upon and inure to the benefit of the undersigned and their respective heirs, personal representatives, successors and assigns. ,9 itur . r Signatur PPId1t amd« 71, Printed Name alg Stu , Date Printed Name Lyhilrit E- h-ope.t .v 0-v+vwi-Nefise Ira, ulutioi7 Agreenlew Page (#'z Packet Pg. 582 C.17.o WITNESSE : PROPERTY OWNER: Signature - Signature I Printed dame Printed Name Signature Date Printed Name ti r WITNESSES: PROPERTY OWNER: co Signature -- Signature �— co Printed Name Printed Name CL Signature Date Printed Name .... r. CD _ a) CL T C.vIfi pit,E- t'r•op e)-tV(?wwi,Noiste /tastrlatro"7 A�t•eelpleni, PcriZc 8 za '-M Packet Pg. 583