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Item J1 J.1 Coty f � ,�� ,' BOARD OF COUNTY COMMISSIONERS �� Mayor David Rice,District 4 The Florida Keys � Mayor Pro Tem Craig Cates,District I y Michelle Coldiron,District 2 James K.Scholl,District 3 Ij Holly Merrill Raschein,District 5 County Commission Meeting October 19, 2022 Agenda Item Number: J.1 Agenda Item Summary #11234 BULK ITEM: No DEPARTMENT: Emergency Services TIME APPROXIMATE: STAFF CONTACT: Steven Hudson (305) 289-6342 N/A AGENDA ITEM WORDING: Approval by BOG to renew amended Agreement with the Florida Keys Aqueduct Authority (FKAA) for the installation and maintenance of fire hydrants. ITEM BACKGROUND: The Florida Keys Aqueduct Authority (FKAA) provides for the installation and maintenance of water services in Monroe County. These services include the installation and maintenance of fire hydrants which Monroe County Fire Rescue (MCFR) requires for firefighting capabilities. Board approval is requested to renew an amended Agreement with the FKAA to allow MCFR to collaborate with the FKAA for review of preliminary design of proposed fire hydrants and locations, and for maintenance of fire hydrants on an annual basis by the FKAA. Amendments include adding references to the National Fire Protection Association (NFPA) 291 Recommended Practice for Fire Flow Testing and Marking Hydrants and the Florida Prompt Payment Act. PREVIOUS RELEVANT BOCC ACTION: N/A CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval. DOCUMENTATION: 9.30.22 Agreement FKAA signed_jdm FINANCIAL IMPACT: Effective Date: 10/19/2022 Expiration Date: 10/19/2032 Packet Pg. 2740 J.1 Total Dollar Value of Contract: $347,928.74 Total Cost to County: $347,928.74 Current Year Portion: $30,350 Budgeted: Yes Source of Funds: 148/14000/530310 & 141/11500/530310 CPI: No Indirect Costs: No Estimated Ongoing Costs Not Included in above dollar amounts: N/A Revenue Producing: If yes, amount: N/A Grant: N/A County Match: N/A Insurance Required: No Additional Details: N/A REVIEWED BY: James Molenaar Completed 10/04/2022 3:14 PM Steven Hudson Completed 10/04/2022 3:28 PM Budget and Finance Completed 10/04/2022 3:29 PM Purchasing Completed 10/04/2022 3:29 PM Brian Bradley Completed 10/04/2022 3:50 PM Lindsey Ballard Completed 10/04/2022 3:57 PM Board of County Commissioners Pending 10/19/2022 9:00 AM Packet Pg. 2741 J.1.a Florida Keys J. Robert Dean Chairman o District 3 Aqueduct Authority Richard J.Toppino o Vice-Chairman 1100 Kennedy Drive District 2 Key West,Florida 33040 0 Telephone(305)296-2454 www.fkaa.com Antoinette M.Appel SecretaryiTreasurei U District 4 Nicholas W.Mulick A District 5 Cara Higgins District 1 Kerry G.Shelby Executive Director 0 September 14, 2022 Hand Delivered Monroe County Board of County Commission Attention: James D. Molenaar, County Administrator 1100 Simonton Street Key West, FL 33040 RE: Renew Agreement for Installation and Maintenance of Fire Hydrants. Dear Mr. Molenaar: Please find enclosed for signature two (2) originals of the above referenced Agreement. Once signatures have been obtained, please return one (1) fully executed original to my attention at: n� Florida Keys Aqueduct Authority Deanna Esquinaldo, Legal Assistant 1100 Kennedy Drive Key West, FL 33040 If you have and questions or need the documents picked up, please feel free to contact N me at 305-295-2208 or via email at desquinaldo@fkaa.com. Ci 0) Sincerely, ,r eanna P. Esq aldo Legal Assistant to Robert T. Feldman Enclosure (2) Packet Pg. 2742 J.1.a AGREEMENT BETWEEN MONROE COUNTY AND THE FLORIDA KEYS AQUEDUCT AUTHORITY FOR INSTALLATION AND MAINTENANCE OF FIRE HYDRANTS c� IN UNINCORPORATED MONROE COUNTY THIS AGREEMENT, made and entered into this_day of , 20 , by and between the Florida Keys Aqueduct Authority, an independent special district of the State of Florida, hereinafter called and referred to as the "FKAA" and Monroe County (FL) a County of the State of Florida,hereinafter called and referred to as the"COUNTY;"by way of its duly elected Board of County Commissioners(herein after`BOCC"), and Monroe County Fire and Ambulance 0 District 1, by and through its Board of Governors ("District")(hereinafter collectively referred to as "COUNTY"), WITNESSETH: WHEREAS, the COUNTY and the FKAA are authorized to enter into this Agreement pursuant to Section 163.01,Florida Statutes,as amended,which permits local government units to make the most efficient use of their powers by enabling them to cooperate with other localities on a basis of mutual advantage; and WHEREAS, Policy 701.81 of the Monroe County Comprehensive Plan establishes the objective of improving firefighting capabilities in Monroe County; and WHEREAS, the COUNTY and the FKAA recognize that fire flow improvements will better ensure the protection of the public health,welfare and safety; and WHEREAS, the COUNTY and the FKAA recognize that the majority of the water distribution system in Monroe County is not designed to provide fire flow and that the FKAA does not guarantee fire flow and the purpose of the fire hydrants will be to provide various locations to fill firefighting apparatus; and WHEREAS, the FKAA recognizes that fire hydrants are useful for flushing distribution mains when necessary;and WHEREAS,this Agreement shall only pertain to fire hydrants in unincorporated Monroe County. c� NOW THEREFORE, for and inconsideration of the mutual covenants contained herein, Ci the Parties to this Agreement agree as follows: 1. The recitals set forth above are hereby adopted and incorporated into this Agreement. 2. This Agreement shall be for a term of five (5) years. The term of this Agreement shall automatically renew on the sixtieth 60`h month for one additional five (5) year term under PAGE 1 OF 6 Packet Pg. 2743 J.1.a the same terms and conditions unless either party objects in writing within sixty (60)days prior to the end of the term. c� 3. Selection of hydrant locations for projects on the FKAA Water Distribution System Upgrade Plan shall proceed as follows: a. The COUNTY FIRE RESCUE will review design plans for projects on the FKAA Water Distribution System Upgrade Plan and recommend hydrant locations in writing to the FKAA. The FKAA will provide COUNTY with design plans during preliminary design to allow for review and possible budget impact. 0 b. The FKAA will evaluate the technical and economic feasibility of recommended hydrant locations for the projects on the FKAA Water Distribution System Upgrade Plan. Technical feasibility will be based on Insurance Services Office (ISO) standards and the ability of the distribution system to supply a minimum flow of 250 gallons per minute (GPM) and a minimum line pressure of 20 pounds per square inch (psi). Direct connection of hydrants to the transmission main is prohibited and will not be considered. Economic feasibility will be based on the cost of hydrant installation being within 3%of the cost of the planned upgrade.The FKAA will notify the COUNTY FIRE RESCUE in writing of the technical and economic feasibility of the recommended hydrant locations. E c. COUNTY FIRE RESCUE will respond to the FKAA by specifying the quantity and locations of hydrants to be installed. Only hydrants that are determined by the FKAA to be technically feasible will be installed. The COUNTY may provide the funds for any hydrants to be installed that are determined by the FKAA to be technically feasible but not economically feasible, and which are not paid by developers of property as conditions of their building permits. The COUNTY ADMINISTRATOR OR DESIGNEE will state in writing if the funds are available for such hydrants and, if so, will reimburse the FKAA the actual costs for the hydrant installation within 30 days after the installation of the last hydrant on the project. 4. Selection of hydrant locations in areas not on the FKAA Water Distribution System Upgrade Plan shall proceed as follows: a. The COUNTY Fire Rescue, through COUNTY ADMINISTRATION, will iss recommend hydrant locations in areas not on the FKAA Water Distribution Upgrade Plan in writing to the FKAA. Ci 0) b. The FKAA will evaluate the technical feasibility of recommended hydrant locations for areas not on the FKAA Water Distribution System Upgrade Plan. Technical feasibility will be based on the ability of the distribution system to supply a minimum flow of 250 GPM and a minimum line pressure of 20 psi. Direct connection of hydrants to the transmission main is prohibited and will not be PAGE 2 OF 6 Packet Pg. 2744 J.1.a considered. The FKAA will notify the COUNTY FIRE RESCUE in writing of the technical feasibility of the recommended hydrants. c. COUNTY ADMINISTRATOR OR DESIGNEE will respond to the FKAA by c� specifying the hydrants to be installed. Only hydrants that are determined by the FKAA to be technically feasible will be installed.The COUNTY will hire a FKAA qualified, properly licensed contractor to install the hydrants as per the current Florida Keys Aqueduct Authority Minimum Construction Standards and Specifications. The COUNTY shall pay for installation of hydrants which it contracts to have installed unless the hydrant installation is a condition of a third party obtaining a development permit of any kind, in which case the actual installation and cost shall be by the third party. Upon request by third party for a 0 "Fire Protection Water Flow Test," Section 3b., herein shall be included as part of summary by FKAA, in accordance with current rates for such service. Hydrants located on Florida Department of Transportation right-of-way will require both a FDOT and FKAA permit. The FKAA will have to apply for the FDOT permit. Hydrants located on COUNTY right-of-way will require a FKAA permit. The FKAA permit fee at the time of this agreement is$360.00 and is subject to change. 5. For hydrant locations that are determined to be not technically feasible,the COUNTY will evaluate the importance and priority of the hydrant locations. For hydrant locations that COUNTY determines to be a priority, the COUNTY will allocate future budget amounts to improve the distribution system for future hydrant installation. E 6. The COUNTY agrees to: a. Reimburse the FKAA the costs for hydrant installation projects on the FKAA Water Distribution System Upgrade Plan in excess of 3% of the cost of the planned upgrade as described in Paragraph 3 as previously agreed to by COUNTY. b. Pay the FKAA $50 per year per hydrant for annual service including inspection, ' maintenance and reporting, in accordance with NFPA 291 Recommended Practice for Fire Flow Testing and Marking Hydrants, and the furnishing of water to fill firefighting apparatus. This amount is due pursuant to the Florida Prompt Payment Act upon presentation to the COUNTY of a valid invoice. E c. Use water from hydrants only to fill firefighting apparatus for actual firefighting purposes and no other purpose such as firefighting practice. N c� d. Use hydrants in a manner protective of the FKAA distribution system and Ci appurtenances.Reimburse the FKAA the costs to repair any damages caused by the improper use of the hydrants. e. Establish and adopt Standard Operating Procedures for the use of fire hydrants in accordance with this Agreement and nationally recognized standards. PAGE 3 OF 6 Packet Pg. 2745 J.1.a f. Upon request by COUNTY for a Fire Protection Water Flow test by FKAA, COUNTY agrees to pay the current rate for such service. 7. The FKAA agrees to: a. Provide funding for hydrant installation for projects on the FKAA Water Distribution System Upgrade Plan not to exceed 3% of the cost of the planned upgrade. b. Incorporate hydrants into the design, bidding and construction of projects on the FKAA Water Distribution System Upgrade Plan where determined to be L- technically and economically feasible or when determined to be technically feasible and funded by the COUNTY. c. Oversee the installation of hydrants in areas not on the FKAA Distribution System Upgrade Plan when determined to be technically feasible and funded by the COUNTY. 0 d. Paint fire hydrants to indicate the available flow in accordance with NFPA 291 "Recommended Practice for Fire Flow Testing and Marking of Hydrants."All fire hydrants located in COUNTY are currently classified as Class C hydrants and the tops and nozzle caps should be painted red. E e. Inspect and maintain all fire hydrants on an annual basis. f. Furnish water required for filling firefighting apparatus. g. Bill the COUNTY annually for the service charge in the amount of $50.00 per E hydrant. S. The COUNTY's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners. 9. This Agreement shall be executed in duplicate and the COUNTY shall retain one(1)copy and the FKAA shall retain one(1)copy. All copies shall be considered originals. 10.Any and all notices required or permitted to be given hereunder shall be deemed received five(5)days after same are deposited in the U.S.Mail sent via certified mail,return receipt N requested. Ci 0) All Notices to the COUNTY shall be sent to: E c� Monroe County Board of County Commission County Attorney 1100 Simonton Street P.O. Box 1026 Key West, FL 33040 Key West, FL 33141-1026 PAGE 4 OF 6 Packet Pg. 2746 J.1.a Attention: County Administrator Attention: James D. Molenaar, Assistant County Attorney All Notices to the FKAA shall be sent to: c� Florida Keys Aqueduct Authority Florida Keys Aqueduct Authority 1100 Kennedy Drive,P.O. Box 1239 1100 Kennedy Drive,P.O. Box 1239 Key West, FL 33040 Key West,FL 33040 Attention: Kerry Shelby, Executive Attention: General Counsel Director 11. INVALIDITY: If any section,subsection, sentence,clause or provision of this Agreement is held invalid,the remainder of this Agreement shall not be affected by such invalidity. 12.AMENDMENT: This Agreement may be amended only upon mutual consent of the parties. All amendments must be in writing and must be approved by the FKAA and COUNTY. 0 13. GOVERNING LAW AND VENUE: This Agreement shall be construed in accordance 2 with the laws of the State of Florida. Any dispute arising hereunder is subject to the laws of the State of Florida, with venue in Monroe County, Florida. The prevailing party shall be entitled to reasonable attorney's fees and costs incurred as a result of any action or proceeding under this Agreement. E 14.ASSIGNMENT: Neither party may assign or transfer any interest in this Agreement without the prior written consent of both parties, except where assignment is dedicated by law. Should assignment occur,and where not prohibited by law,this Agreement shall inure the benefit of and be binding upon the parties and their respective heirs, representatives, successors and assigns. 15. INDEMNIFICATION: To the extent set forth in F.S. 768.28, the FKAA and COUNTY ' shall indemnify and hold harmless each other from and against any and all claims, liabilities, damages, and expenses, including, without limitation, reasonable attorney's fees, incurred by the other in defending or compromising actions brought against it arising out of or related to the acts or omissions of the other, the other's agents, employees or officers in the provision of services or performance of duties hereunder. This provision shall in no way be construed to dictate that a party will be indemnified by the other party for its own negligence. N c� 16.Nothing contained in this Section shall be construed to be a waiver by either party of any Ci protections under sovereign immunity,Section 768.28 Florida Statutes,or any other similar zi provision of law. Nothing contained in this Section shall be construed to be a waiver by either party to be sued by third parties in any matter arising out of this or any other Agreement. PAGE 5 OF 6 Packet Pg. 2747 J.1.a 17. ENTIRE AGREEMENT: The parties hereto agree that this, the final agreement between the parties that it supersedes any and all prior agreements and/or assurances, be it oral or in writing. c� 18. IN WITNESS WHEREOF, the Florida Keys Aqueduct Authority Board of Directors has caused this Agreement to be signed in its name by its Executive Director and its seal to be affixed hereto, and the Commissioners of Monroe County, Florida have caused this Agreement to be signed by the County Mayor on their behalf and the seal of the County Commission to be affixed hereto,the date and year first above written. FLORIDA KEYS AQUEDUCT AUTHORITY BOARD OF COUNTY COMMISSIONERS KEY WEST,FLORIDA OF MONROE COUNTY, FLORIDA 4- By: By: Kerry Shelby,E utive Director David Rice,Mayor APPROVED AS TO;FOAND LEGAL BOARD OF GOVERNORS OF FIRE AND SUFFICIENCY: AMBULANCE DISTRICT I OF MONROE COUNTY,FLORIDA By: RcWert T. Fel ma , General Counsel By: Mayor/Chairperson (SEAL) ATTEST: APPROVED AS TO FORM AND LEGAL SUFFICIENCY: James D. Molenaar Digita l lysigned by James D.Molenaar =. By: /'yCh�ti t (J V X By: Date:2022.09.30 15:15:54-04'00' D ��,,,,,JJ �.h./e..'""`s.— James D. Molenaar,Assistant County Attorney (SEAL) FKAA Board Approved: K, 15, ® ATTEST: By: CN c14 cl 0) E c� PAGE 6 OF 6 Packet Pg. 2748 J.1.a AGREEMENT BETWEEN MONROE COUNTY AND THE FLORIDA KEYS AQUEDUCT AUTHORITY FOR INSTALLATION AND MAINTENANCE OF FIRE HYDRANTS IN UNINCORPORATED MONROE COUNTY THIS AGREEMENT,made and entered into this day of , 20_, by and between the Florida Keys Aqueduct Authority, an independent special district of the State of Florida, hereinafter called and referred to as the "FKAA" and Monroe County (FL) a County of the State of Florida,hereinafter called and referred to as the"COUNTY;"by way of its duly elected 0 Board of County Commissioners(herein after"BOCC"), and Monroe County Fire and Ambulance District 1, by and through its Board of Governors ("District") (hereinafter collectively referred to as "COUNTY"), WITNESSETH: WHEREAS, the COUNTY and the FKAA are authorized to enter into this Agreement pursuant to Section 163.01,Florida Statutes,as amended,which permits local government units to make the most efficient use of their powers by enabling them to cooperate with other localities on a basis of mutual advantage;and WHEREAS, Policy 701.81 of the Monroe County Comprehensive Plan establishes the objective of improving firefighting capabilities in Monroe County;and WHEREAS, the COUNTY and the FKAA recognize that fire flow improvements will better ensure the protection of the public health, welfare and safety; and WHEREAS, the COUNTY and the FKAA recognize that the majority of the water distribution system in Monroe County is not designed to provide fire flow and that the FKAA does not guarantee fire flow and the purpose of the fire hydrants will be to provide various locations to fill firefighting apparatus; and WHEREAS, the FKAA recognizes that fire hydrants are useful for flushing distribution mains when necessary; and WHEREAS,this Agreement shall only pertain to fire hydrants in unincorporated Monroe County. Ci NOW THEREFORE, for and inconsideration of the mutual covenants contained herein, the Parties to this Agreement agree as follows: 1. The recitals set forth above are hereby adopted and incorporated into this Agreement. 2. This Agreement shall be for a term of five (5) years. The term of this Agreement shall automatically renew on the sixtieth 6& month for one additional five (5)year term under PAGE 1 OF 6 Packet Pg. 2749 J.1.a the same terms and conditions unless either party objects in writing within sixty(60)days prior to the end of the term. c� 3. Selection of hydrant locations for projects on the FKAA Water Distribution System Upgrade Plan shall proceed as follows: a. The COUNTY FIRE RESCUE will review design plans for projects on the FKAA Water Distribution System Upgrade Plan and recommend hydrant locations in writing to the FKAA. The FKAA will provide COUNTY with design plans during preliminary design to allow for review and possible budget impact. b. The FKAA will evaluate the technical and economic feasibility of recommended hydrant locations for the projects on the FKAA Water Distribution System Upgrade Plan. Technical feasibility will be based on Insurance Services Office (ISO) standards and the ability of the distribution system to supply a minimum flow of 250 gallons per minute (GPM) and a minimum line pressure of 20 pounds per square inch (psi). Direct connection of hydrants to the transmission main is prohibited and will not be considered. Economic feasibility will be based on the cost of hydrant installation being within 3%of the cost of the planned upgrade.The FKAA will notify the COUNTY FIRE RESCUE in writing of the technical and economic feasibility of the recommended hydrant locations. c. COUNTY FIRE RESCUE will respond to the FKAA by specifying the quantity and locations of hydrants to be installed. Only hydrants that are determined by the FKAA to be technically feasible will be installed. The COUNTY may provide the funds for any hydrants to be installed that are determined by the FKAA to be technically feasible but not economically feasible, and which are not paid by developers of property as conditions of their building permits. The COUNTY ADMINISTRATOR OR DESIGNEE will state in writing if the funds are available for such hydrants and, if so, will reimburse the FKAA the actual costs for the hydrant installation within 30 days after the installation of the last hydrant on the project. e 4. Selection of hydrant locations in areas not on the FKAA Water Distribution System Upgrade Plan shall proceed as follows: a. The COUNTY Fire Rescue, through COUNTY ADMINISTRATION, will recommend hydrant locations in areas not on the FKAA Water Distribution N Upgrade Plan in writing to the FKAA. Ci 0) b. The FKAA will evaluate the technical feasibility of recommended hydrant locations for areas not on the FKAA Water Distribution System Upgrade Plan. Technical feasibility will be based on the ability of the distribution system to supply a minimum flow of 250 GPM and a minimum line pressure of 20 psi. Direct connection of hydrants to the transmission main is prohibited and will not be PAGE 2 OF 6 Packet Pg. 2750 J.1.a considered. The FKAA will notify the COUNTY FIRE RESCUE in writing of the technical feasibility of the recommended hydrants. c. COUNTY ADMINISTRATOR OR DESIGNEE will respond to the FKAA by specifying the hydrants to be installed. Only hydrants that are determined by the FKAA to be technically feasible will be installed.The COUNTY will hire a FKAA qualified, properly licensed contractor to install the hydrants as per the current Florida Keys Aqueduct Authority Minimum Construction Standards and Specifications. The COUNTY shall pay for installation of hydrants which it contracts to have installed unless the hydrant installation is a condition of a third party obtaining a development permit of any kind, in which case the actual 0 installation and cost shall be by the third party. Upon request by third party for a "Fire Protection Water Flow Test," Section 3b., herein shall be included as part of summary by FKAA, in accordance with current rates for such service. Hydrants located on Florida Department of Transportation right-of-way will require both a FDOT and FKAA permit. The FKAA will have to apply for the FDOT permit. Hydrants located on COUNTY right-of-way will require a FKAA permit. The FKAA permit fee at the time of this agreement is$360.00 and is subject to change. 5. For hydrant locations that are determined to be not technically feasible,the COUNTY will evaluate the importance and priority of the hydrant locations. For hydrant locations that COUNTY determines to be a priority, the COUNTY will allocate future budget amounts to improve the distribution system for future hydrant installation. 6. The COUNTY agrees to: a. Reimburse the FKAA the costs for hydrant installation projects on the FKAA Water Distribution System Upgrade Plan in excess of 3% of the cost of the planned upgrade as described in Paragraph 3 as previously agreed to by COUNTY. b. Pay the FKAA $50 per year per hydrant for annual service including inspection, maintenance and reporting, in accordance with NFPA 291 Recommended Practice for Fire Flow Testing and Marking Hydrants, and the furnishing of water to fill firefighting apparatus.This amount is due pursuant to the Florida Prompt Payment Act upon presentation to the COUNTY of a valid invoice. c. Use water from hydrants only to fill firefighting apparatus for actual firefighting purposes and no other purpose such as firefighting practice. N Ci d. Use hydrants in a manner protective of the FKAA distribution system and appurtenances.Reimburse the FKAA the costs to repair any damages caused by the improper use of the hydrants. c� e. Establish and adopt Standard Operating Procedures for the use of fire hydrants in accordance with this Agreement and nationally recognized standards. PAGE 3 OF 6 Packet Pg. 2751 J.1.a f. Upon request by COUNTY for a Fire Protection Water Flow test by FKAA, COUNTY agrees to pay the current rate for such service. c� 7. The FKAA agrees to: a. Provide funding for hydrant installation for projects on the FKAA Water Distribution System Upgrade Plan not to exceed 3% of the cost of the planned upgrade. b. Incorporate hydrants into the design, bidding and construction of projects on the FKAA Water Distribution System Upgrade Plan where determined to be technically and economically feasible or when determined to be technically feasible and funded by the COUNTY. c. Oversee the installation of hydrants in areas not on the FKAA Distribution System Upgrade Plan when determined to be technically feasible and funded by the COUNTY. d. Paint fire hydrants to indicate the available flow in accordance with NFPA 291 "Recommended Practice for Fire Flow Testing and Marking of Hydrants."All fire hydrants located in COUNTY are currently classified as Class C hydrants and the tops and nozzle caps should be painted red. e. Inspect and maintain all fire hydrants on an annual basis. f. Furnish water required for filling firefighting apparatus. g. Bill the COUNTY annually for the service charge in the amount of$50.00 per hydrant. 8. The COUNTY's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners. 9. This Agreement shall be executed in duplicate and the COUNTY shall retain one(1)copy and the FKAA shall retain one (1)copy. All copies shall be considered originals. 10. Any and all notices required or permitted to be given hereunder shall be deemed received five(5)days after same are deposited in the U.S.Mail sent via certified mail,return receipt requested. Ci 0) All Notices to the COUNTY shall be sent to: E c� Monroe County Board of County Commission County Attorney I100 Simonton Street P.O. Box 1026 Key West,FL 33040 Key West, FL 33141-1026 PAGE 4 OF 6 Packet Pg. 2752 J.1.a Attention: County Administrator Attention: James D. Molenaar, Assistant County Attorney All Notices to the FKAA shall be sent to: Florida Keys Aqueduct Authority Florida Keys Aqueduct Authority 1100 Kennedy Drive,P.O.Box 1239 1100 Kennedy Drive,P.O. Box 1239 Key West,FL 33040 Key West,FL 33040 Attention: Kerry Shelby, Executive Attention: General Counsel Director 0 11. INVALIDITY: If any section,subsection,sentence,clause or provision of this Agreement is held invalid,the remainder of this Agreement shall not be affected by such invalidity. 12.AMENDMENT: This Agreement may be amended only upon mutual consent of the parties. All amendments must be in writing and must be approved by the FKAA and COUNTY. 13. GOVERNING LAW AND VENUE: This Agreement shall be construed in accordance with the laws of the State of Florida. Any dispute arising hereunder is subject to the laws of the State of Florida, with venue in Monroe County, Florida. The prevailing party shall be entitled to reasonable attorney's fees and costs incurred as a result of any action or proceeding under this Agreement. E 14.ASSIGNMENT: Neither party may assign or transfer any interest in this Agreement without the prior written consent of both parties, except where assignment is dedicated by W law. Should assignment occur,and where not prohibited by law,this Agreement shall inure E the benefit of and be binding upon the parties and their respective heirs, representatives, successors and assigns. 15. INDEMNIFICATION: To the extent set forth in F.S. 768.28, the FKAA and COUNTY shall indemnify and hold harmless each other from and against any and all claims, liabilities, damages, and expenses, including, without limitation, reasonable attorney's fees, incurred by the other in defending or compromising actions brought against it arising out of or related to the acts or omissions of the other, the other's agents, employees or officers in the provision of services or performance of duties hereunder. This provision shall in no way be construed to dictate that a party will be indemnified by the other party for its own negligence. N 16.Nothing contained in this Section shall be construed to be a waiver by either party of any Ci protections under sovereign immunity,Section 768.28 Florida Statutes,or any other similar zi provision of law. Nothing contained in this Section shall be construed to be a waiver by either party to be sued by third parties in any matter arising out of this or any other Agreement. PAGE 5 OF 6 Packet Pg. 2753 J.1.a 17. ENTIRE AGREEMENT: The parties hereto agree that this, the final agreement between the parties that it supersedes any and all prior agreements and/or assurances, be it oral or in writing. 18. IN WITNESS WHEREOF, the Florida Keys Aqueduct Authority Board of Directors has caused this Agreement to be signed in its name by its Executive Director and its seal to be affixed hereto, and the Commissioners of Monroe County, Florida have caused this 2 Agreement to be signed by the County Mayor on their behalf and the seal of the County Commission to be affixed hereto,the date and year first above written. FLORIDA KEYS AQUEDUCT AUTHORITY BOARD OF COUNTY COMMISSIONERS KEY WEST,FLORIDA OF MONROE COUNTY,FLORIDA By: By: Kerry Shelby,E utive Director David Rice,Mayor APPROVED AS TO FO LAND LEGAL BOARD OF GOVERNORS OF FIRE AND SUFFICIENCY: AMBULANCE DISTRICT I OF MONROE COUNTY,FLORIDA By: iss R ert T. Fel ma ,General Counsel By: Mayor/Chairperson (SEAL) ATTEST;.- APPROVED AS TO FORM AND LEGAL SUFFICIENCY: E By: C—' � (� By: James D. Molenaar,Assistant sr County Attorney (SEAL) FKAA Board Approved: 5e�e� 3, aeaa ATTEST: By: CN c14 Ci 0) c� PAGE 6 OF 6 Packet Pg. 2754