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Line Extension Agreement GV�S COURTq c o: A Kevin Madok, CPA - �o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida �z cooN DATE: August 4, 2022 TO: Judith Clarke, PE, Director Engineering/Roads &Bridges ATTN: Debra London, Project Manager FROM: Liz Yongue, Deputy Clerk SUBJECT: July 20th BOCC Meeting The following item has been executed and added to the record: C5 Revised Kevs Energy Services Line Extension Agreement,which adds purchase order and payment terms,in the amount of$133,775.09, to provide 3 Phase electrical power for the Sands Subdivision SLR Roadway and Drainage Project, Big Pine Key. Should you have any questions please feel free to contact me at (305) 292-3550. cc: County Attorney_ Finance File KEY WEST MARATHON PLANTATION KEY 500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070 STANDARD ELECTRIC EXTENSION AGREEMENT LINE EXTENSION°AW Owner: Premises: 31315 AVE C,BIG PINE KEY,FLORIDA ("Premisesl Within CBRS System Unit?Yes—orNnX_check one Line Extension Charge: $133,775.09 ("Line Extension Charge'l Line Extension Description: 4 POLES AND 150 LINEAR FEET (collectively,the"Line Extensionl CBRS Escrow Deposit,if Applicable: N/A ( CBRS Escrow Deposi Estimated Construction Period: 90 days after the Line Extension design has been approved by all parties("Construction PeriodI Date: AGREEMENT (this ^Agreemertj, made as of the Effective Date, by and between the Owner, identified above, and the UTILITY BOARD Op THE CITY OF KEY WEST, FLORIDA, nRA KEYS ENERGY SERVICES, organizedand existing under the laws of the State ofFlorida, heneina0ercaUed^0EYS",withanaddnessof1OO1]amesStreet,keyVVest,Rohda33V4V. WHEREAS,the Owner has applied to KEYS for electric service on Owner's Premises identified above;and WHEREAS, KEYS'present distribution system does not extend to the Premises, and the Line Extension described above is needed to provide electric service to the Premises;and WHEREAS, KEYS has agreed to accept a purchase order from the Owner as justification for making said Line Extension prior to the receipt of payment in full for the cost of the Line Extension. The said Owner shall pay in full for the Line Extension Charge upon completion within 3D days from invoice 0o KEYS;and WHEREAS, the cost nfthe Line Extension is the Line Extension Charge set forth above provided the Line Extension is built in accordance with the E.R. report incorporated herein and attached as Exhibit"A"without any changes requested by Owner,and WHEREAS, in the future the Line Extension may serve certain parcels in addition to the Premises as depicted on attached Exhibit "A", (the"Adjacent Parcels'). The Adjacent Parcels currently dn not have electric service from KEYS but in the event the Line Extension is used to serve one or more of the Adjacent Parcels within ten (10)years after the Effective Date, then KEYS will collect a portion of the Line Extension Charge from each customer using the Line Extension in accordance with this Agreement;and WHEREAS, if the Premises are in an area designated as a Coastal Barrier Resource System Unit ("CBRSl as identified above then certain electrical facilities may not be eligible for FEMA reconstruction funding after hurricane orother natural disaster (a^Disasterl, and KEYS requires the CWRS Escrow Deposit in the amount set forth above for potential costs of repairing the Line Extension in the event o[a Disaster. NOW, THEREFORE, VVDNESSErM, that for and in consideration of the mutual covenants and agreement hereafter set forth for the parties hereto covenant and agree asfollows: PAYMENT OBLIGATIONS FOR THE LINE EXTENSION CHARGE ARTICLEl. Upon Owner's execution of this Agreement, Owner shall furnish to KEYS: 0 a purchase order for the Line Extension Charge, and,IFAPPLICABLE, of the CBRS Escrow Deposit in full. Owner agrees and shall pay in full the Line Extension Charge upon completion within 3D days from invoice UmKEYS. The Line Extension Charge set forth above is subject tnchange,if the executed line extension agreement and payment is not received within 90 days from the effective date identified above or if the Owner initiates any site changes that result in revisions 0n the site layout. ARTICLE II. If an owner of an Adjacent Parcel seeks to establish electric service to an AdjacentParcel by use uf the Line Extension within ten (1O)years after the Effective Date o|this Agreement,then KEYS will charge such owner a portion n[the Line Extension Charge(and a portion of the CBRS Escrow Deposit, if applicable) in the amounts shown on Exhibit"A"for each Adjacent Parcel (or the pro- rata portion of the Line Extension Charge). If there are nu Adjacent Parcels orno reimbursement amounts shown on Exhibit"A",then there shall benu reimbursement to Owner and this Article will not apply. KEYS shall reimburse the Owner B5%of the amounts it receives from the owners of such Adjacent Parcels for connection of their property to the Line Extension, provided KEYS actually receives such funds from owners of Adjacent Parcels within hen (10) years after the Effective Date. After ten (10) years from the Effective Date KEYS shall have no 1 KEYS Initials c- UwnerIniba|s—DL___ obligation to collect any portion of the line Extension Charge from owners of Adjacent Parcels, and Owner acknowledges and agrees that he will receive no reimbursement for any portion of the Line Extension charge after ten (10) years from the Effective Date. The total reimbursement to Owner under this Article shall not exceed the Line Extension Charge actually paid by the Owner to KEYS. Notwithstanding anything in this Agreement to the contrary, KEYS will not pay Owner any refunds or reimbursements in connection with the Line Extension if Owner is in default in the payment of any sums due to KEYS for electric service or otherwise. Owner acknowledges that there is no guaranty that any portion of the Line Extension Charge will ever be reimbursed to Owner. Owner also acknowledges and agrees that any right to reimbursement of the Line Extension Charge(and CBRS Escrow Deposit, if applicable)set forth in this Agreement is not personal to Owner but rather will automatically run with title to the Premises so that any reimbursement payable by KEYS pursuant to this Agreement will be paid to the owner of the Premises at the time such reimbursement may become due and payable. TITLE AND OWNERSHIP OF LINE EXTENSION ARTICLE III. Owner acknowledges and agrees that he shall not have any rights of ownership or use of the Line Extension or any portion thereof. Title to, and complete ownership and control over the Line Extension, shall at all times remain in KEYS, and KEYS shall have the right to use the same for the purpose of service to other customers,or for other purposes in its sole discretion. EASEMENTS AND RIGHTS ARTICLE IV. As a condition to the provision of electric service to the Premises,the Owner will execute and deliver to KEYS,and without cost to KEYS,any and all easements and all rights, permits and privileges which KEYS deems necessary or expedient for the rendering of electric service to the Premises or the installation of the Line Extension. Receipt by KEYS of a valid,executed easement in a form acceptable to KEYS and receipt of documentation sufficient to KEYS documenting the recording of the easement in the Official Records of Monroe County, Florida are conditions precedent to the provision of electric service. TRIMMING TREES/CLEARING/SITE PREPARATION/PRIMARY LINE REMOVAL AND RELOCATION ARTICLE V. It is expressly understood and agreed that the Line Extension Charge does not include any cost of trimming or removing trees or other obstructions from the Premises or from any right-of-way in order for the Line Extension to be safely and properly constructed and any required lines or equipment installed. All such clearing,tree removal,trimming and site preparation shall be performed at Owner's expense,and KEYS shall not be required to begin construction of the Line Extension until such clearing and trimming is completed to KEYS satisfaction. If the scope of work for the Line Extension requires removal of overhead primary lines or conversion of overhead primary lines to underground, such work shall be undertaken pursuant to the"Removal of KEYS'Overhead High Voltage Primary Facilities"section of KEYS'current Customer Service Policy Manual,which section is expressly incorporated herein by reference. PROCEEDING WITH WORK ARTICLE VI. KEYS will commence final design of the Line Extension for Owner/agent approval upon submission by the Owner/agent of all surveys, site plans, elevations and other materials requested or needed by KEYS. Approval by the Owner/agent can be submitted via letter and initialing of the final drawing or an email to the KEYS' Project Manager and such approval shall be binding upon Owner. After the design has been completed and approved by KEYS and by the Owner or his agent and all the Owner's obligations fully satisfied, the Construction Period set forth above will commence. Any delays resulting from the Owner/agent, directly or indirectly, will allow KEYS to add additional time to the Construction Period and increase the Line Extension Charge accordingly, at KEYS discretion. The Construction Period will NOT commence upon submittal of payment to KEYS or as of the Effective Date or execution date of this Agreement. Furthermore, while KEYS anticipates completion of the Line Extension within the Construction Period, nothing in this Agreement will be construed as a guaranty or warranty by KEYS of any completion date or construction schedule and Owner acknowledges that construction of the Line Extension may be delayed for many reasons,including, but not limited to acts of God and prioritization of work. Any additional work requested outside of this agreement, will require a letter from the Owner/agent authorizing KEYS or its subcontractors to perform the additional work. KEYS shall provide an estimated cost and the Owner/agent shall approve the additional cost and submit payment prior to the commencement of the additional work. Any delays or impacts to the project as a result of the additional requested work shall not be paid by KEYS. COASTAL BARRIER RESOURCE SYSTEM(CBRS)-ESCROW-LIEN ARTICLE VII. If the Premises have been identified to be within an area designated as a Coastal Barrier Resource System Unit, Owner acknowledges and agrees that KEYS shall have no obligation to pay any sum for repairs or reconstruction of the Line Extension in the event of a Disaster. Furthermore, KEYS shall have no obligation to reconstruct or repair the Line Extension or provide service to the Premises in the event of a Disaster unless the owners of parcels served by the Line Extension have collectively deposited with KEYS sufficient funds to repair or reconstruct the Line Extension. Regardless of the foregoing, Owner authorizes KEYS to repair or reconstruct the Line Extension at Owner's expense in the event of a Disaster and to deduct from any CBRS Escrow Deposit the total internal and external costs incurred by KEYS for such repair or reconstruction. In the event KEYS elects to repair the Line Extension without advance payment for the total costs of repair or reconstruction, and such costs exceed the CBRS Escrow Deposit or no CBRS Escrow Deposit exists at that time, then KEYS will bill, and Owner (and the owners of the Adjacent Parcels who receive service through the Line Extension) will pay the pro-rata portion of such total repair costs by dividing such total repair costs among the parcels served by the Line Extension at the time of the Disaster. To minimize the possibility of delay in repair or reconstruction pending advanced payment to KEYS, Owner shall establish the CBRS Escrow Deposit in the 2 KEYS Initials_�7 Owner Initials DL amount described above,and the CBRS Escrow Deposit will remain in place in perpetuity,or until such obligation is waived in writing by KEYS. However, regardless of the existence of the CBRS Escrow Deposit, Owner shall be obligated to pay the entire internal and external costs or expenses that may be incurred by KEYS for repair or replacement of the Line Extension after a Disaster(up to a maximum of the total cost of repair or reconstruction divided by the number of parcels connected to KEYS electric service from the Line Extension at the time of the Disaster)and this obligation will continue in perpetuity or until such obligation is waived in writing by KEYS. Owner acknowledges and agrees that any CBRS Escrow Deposit held by KEYS will be held by KEYS for the benefit of the Premises and will automatically run with title to the Premises so that any rights associated with the CBRS Escrow Deposit will be in favor of the owner of the Premises as ownership may change from time to time. The CBRS Escrow Deposit will not be held in a separate bank account, but only a deposit referenced on KEYS's records and may be comingled with other funds at KEYS discretion. The CBRS Escrow Deposit shall be in KEYS'name and KEYS shall have total control of such funds under the terms herein. Interest earned,at the rate paid to KEYS by its depository institutions for short term deposit accounts, will be credited to the CBRS Escrow Deposit. In the event KEYS uses all or part of the CBRS Escrow Deposit for repair or reconstruction of the Line Extension,the Owner shall replenish the CBRS Escrow Deposit upon demand so that the CBRS Escrow Deposit remains at the amount set forth above. Failure to replenish the CBRS Escrow Deposit is a default of this Agreement entitling KEYS to suspend electric service to the Premises and all other rights as set forth herein. Notwithstanding the foregoing, Owner hereby authorizes KEYS to make repairs to or reconstruct the Line Extension in the event of any damage regardless of whether the CBRS Escrow Deposit, if any, is sufficient to pay for all such repairs. All of the costs of repair or reconstruction,together with interest,and all costs and expenses of collection,including reasonable attorneys'fees,are a continuing charge on the Premises,and KEYS shall have a right to lien the Premises for the payment of such funds. This Agreement constitutes constructive notice to all subsequent purchasers and/or creditors of the existence of KEYS'lien rights. KEYS from time to time may record a Notice of Lien in the public records for the purpose of evidencing the lien established by this Article and the priority of the Notice of Lien shall be based on the time and date of recording the Notice of Lien in the public records. Any sum reflected in any Notice of Lien not paid within 30 days after its due date bears interest at the highest per annum rate of interest allowed by law. KEYS may bring an action at law against the Owner and/or foreclose its lien against the Premises subject to the Notice of Lien. The lien for sums claimed pursuant to this Article may be enforced by judicial foreclosure in the same manner in which mortgages on real property may be foreclosed in the State of Florida. In any such foreclosure, the Owner is required to pay all costs and expenses of foreclosure, including reasonable attorneys'fees and all such costs and expenses are secured by the lien foreclosed. Owner is deemed to acknowledge conclusively and consent that all sums due to KEYS pursuant to this Article are for the improvement and maintenance of any homestead thereon and that KEYS'lien has priority over any such homestead. JOINDER IN THIS AGREEMENT BY OWNERS OF ADJACENT PARCELS/SUCCESSORS AND ASSIGNS ARTICLE VIII. KEYS may require a joinder to this Agreement, in form and substance acceptable to KEYS in its absolute discretion, from the Owner and from the owner of each Adjacent Parcel that applies for electrical service through the Line Extension (the "Notice'l. The Notice shall be executed before two(2)subscribing witnesses, notarized and recorded in the public records of Monroe County, Florida at the property owner's expense. Receipt by KEYS of an original recorded Notice is a condition to the provision of electric service to a parcel or home served by the Line Extension. ARTICLE IX. This Agreement shall inure to the benefit of and be binding upon the respective heirs, legal representatives, successors and assigns of the parties hereto. Further, this Agreement shall run with the land and be binding upon the successors in title of Owner. This Agreement shall continue in perpetuity, unless otherwise modified in writing by the Owner and KEYS, or their respective successors and/or assigns. OWNERSHIP OF PREMISES ARTICLE X. Owner covenants with KEYS and represents and warrants to KEYS that, on the Effective Date, Owner is solely seized of the Premises in fee simple and has good right to create,establish,and impose this Agreement on the Premises without the joinder of any other person. In the event KEYS determines this Agreement has not been validly executed by all persons or entities who have an ownership interest in the Premises (including homestead rights), KEYS may discontinue electric service to the Premises at any time. Owner also covenants and warrants to KEYS that the Property is free and clear of any and all liens, mortgages, or encumbrances that could impair Owner's rights to impose this Agreement on the Premises. DEFAULT ARTICLE XI. If(a)Owner fails to perform any of its obligations as described in this Agreement,or(b)a receiver is appointed for Owner,or(c) there is falsity in any material respect of, or any material omission in, any representation or statement made to KEYS by or on behalf of the Owner in connection with this Agreement,or(d)Owner is dissolved if Owner is a corporation or other entity, 3 KEYS Initials Owner Initials DL then Owner shall be in default of this Agreement if such default is not cured within twenty days after notice of the default is provided to Owner then KEYS will be entitled to all remedies at law or in equty to enforce this Agreement. In addition, if Owner falls to pay any sums due pursuant to this Agreement,KEYS may elect to terminate or suspend construction of the Line Extension and may elect to terminate or suspend electric service to the Premises. If Owner asserts that KEYS has failed to perform any of Its obligations set forth in this Agreement,Owner shall give KEYS written notice specifying the obligation(s)KEYS has failed to perform and providing KEYS with thirty(30)days to cure the asserted default. Provided, however, that if the nature of the specified obligation(s) is such that more than thirty (30) days are required for performance, then KEYS shall not be in default if KEYS commences performance within such 30-day period and thereafter prosecutes the same to completion. GENERAL TERMS ARTICLE XII. lime is of the essence to all terms of this Agreement. This Agreement shall not become effective until it has been executed by all of the parties hereto, but shall be effective as of the Effective Date. This Agreement may be executed by a representative of Owner pursuant to a power of attorney or other document satisfactory to KEYS in its sole discretion. This Agreement may be executed in arty number of counterparts, each of which, when so executed and delivered,shall be an original, but each counterpart shall together constitute one and the same instrument This Agreement, signatures, initials, documents referenced in this Agreement, counterparts, and written modifications communicated electronically or on paper will be acceptable for all purposes,induding delivery,and will be binding with the same force and effect as originals. This Agreement shall be construed under the laws of the State of Florida. This Agreement shall not be construed more strongly against any party,regardless of who was more responsible for its preparation. All rights,powers and remedies provided herein may be exercised only to the extent that the exercise thereof does not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement invalid or unenforceable. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity of the other terms of this Agreement shall in no way be affected thereby. In the event it becomes necessary for either party herein to seek legal means to enforce the terms of this Agreement, the non-prevailing party will be liable for all reasonable attorneys' fees and expenses, Including such fees and expenses incurred due to appellate, bankruptcy or post judgment proceeding,plus court costs. Venue and jurisdiction for purposes of determining any parties rights and/or interests under this Agreement,or any legal or equitable action whatsoever,shall be in the Florida State Court system in Monroe County,Florida,and in no other place or court system. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Al remedies afforded In this Agreement shall be taken and construed as cumulative;this is,in addition to every other remedy provided therein or by law. The failure of a party to enforce at any time any of the provisions of this Agreement, or to exercise any option which is herein provided,or to require at any time performance by the other party of any of the provisions hereof, shall in no way be construed to be a waiver or create an estoppel from enforcement of such provisions, or in any way to affect the validity of this Agreement or any part thereof, or the right of either party to thereafter enforce each and every such provision, or to seek relief as a result of the prior breach. This Agreement contains the entire understanding of the Parties and supersedes all previous verbal and written agreements and understandings pertaining to the subject matter of this Agreement. ARTICLE XIII. ALL PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EACH MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT, AND ANY AGREEMENT CONTEMPLATED MD BE EXECUTED IN CONJUNCTION THEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,STATEMENTS(WHETHER VERBAL OR WRITTEN),OR ACTIONS OF ANYONE IN CONNECTION THEREWITH. IN WITNESS WHEREOF,this Agreement is effective as of the Effective Date. Owner's signature: `4,}� ®�+�� MONROE COUNTY ATTORNEYS OFFICE /0. APPROVED AS TO FORM (SEAAttest: KEVINLMADOK,Clerk I3 t OF• � ROE COUNTY,FLORIDAUNTY ONERS 1 'lrp,.r2 1 h tl, C STANTCOUNTYATTORNEY • As fy C'�r • �9 r yor DATE: b.1 7_arv7 Date 1 j 2 0 2 0Va " a• ' BOARD-CITY OF! , RIDA Account# • Director of Customer rnces ENt '-- 2907-20 LL Title: 4 KEYS Initials CY Owner Initials DL - t . .. ., :. _. - ....m._.... .28 .... �..,. w t a v SO n Id rn rs r n -•4yy-giq 'U0G(P0 � 8�r�b �i�atG�AGs� � t ti iF z r Om 2 c :-4ML 3T 0.4 ', .10 a CO 0WOO m -� 0 mbmm m mnNao � o 00 ch cs� v � va m > S N Z M ` m --+ r > > to � � � � � 9 d _ � 6 p