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Item O6 0.6 County of Monroe P W ;� w 1rJ� BOARD OF COUNTY COMMISSIONERS r,�� Mayor Craig Cates,District 1 The Florida Keys Mayor Pro Tem Holly Merrill Raschein,District 5 y Michelle Lincoln,District 2 James K.Scholl,District 3 Ij David Rice,District 4 County Commission Meeting January 18, 2023 Agenda Item Number: 0.6 Agenda Item Summary #11621 BULK ITEM: Yes DEPARTMENT: Assistant County Administrator Kevin Wilson TIME APPROXIMATE: STAFF CONTACT: Kevin Wilson (305) 292-4441 No AGENDA ITEM WORDING: Approval of a Public Private Partnership interim agreement with Fortress Secured to design and construct a new Sugarloaf Fire Station and authorization for the County Administrator to execute the contract. ITEM BACKGROUND: The proposed agreement is the next step in the P3 process initiated by Fortress Secured's (Developer) submission of an unsolicited proposal in April 2022. This interim agreement provides for design of a replacement fire station on Lower Sugarloaf Key. The agreement contemplates County reviews of the design and proposed financing structure at designated points (30%, 60%, etc.). This contract contemplates that the project will have a full budget of $7,064,483 ("funding limitation") Pre-development(design) costs $ 618,265 (8.75%) (included in above) Interim Agreement is at"no cost" if the project proceeds to Comprehensive Agreement(closing), but some alternative scenarios may obligate the County to pay some or all predevelopment costs. Key terms of the interim contract: 1. If terminated because of failure to agree on scope at 60%review, County pays nothing in pre-development costs. 2. Upon its approval of the 60% submittal of plans & specs, County can no longer cancel without payment of pre-development costs incurred to that point. 3. If County terminates for any reason other than failure to agree on 60% design, County shall pay the actually incurred pre-development costs to that point. 4. If Developer is unable to obtain any permit required for the project, County pays no pre- development costs. 5. If the termination is because of inability of County & WiFi to reach an agreement for the Packet Pg. 2876 0.6 lease of space on the property to accommodate a cell tower, County is obligated to pay 50% of the actually incurred pre-development costs to that point. 6. The forecasted schedule of pre-development costs is as follows: Interim Agreement Budget 30-Dec 31-Jan 28-Feb 31-Mar Total Total $87,383 $178,723 $175,080 $177,080 $618,265 Cumulative $87,383 $266,105 $441,185 $618,265 Other important terms: A. After County commits to the 60% design, any County-initiated design changes that increase budget beyond the "funding limitation" will be borne by County rather than developer. B. Only terminations at no cost to the County are: • If Developer cannot obtain any required permit, or • Failure to agree on plans at 60%review, or • If Developer terminates because he can't deliver within the "Funding Limitation". C. If County agrees on scope but Fortress' financing plan is unacceptable, County may separately finance or terminate and pay pre-development costs. PREVIOUS RELEVANT BOCC ACTION: 22 SEP 20022 BOCC approved the Site Access Agreement 20 APR 2022 BOCC gave direction to advertise an unsolicited public,private partnership (P3) agreement after receipt of a P3 proposal for fire station 410 20 JUL 2022 BOCC approved negotiation of an agreement with Fortress Secured to design, build, and finance a new fire station at the current location of Station 410 CONTRACT/AGREEMENT CHANGES: Yes STAFF RECOMMENDATION: Approval DOCUMENTATION: Final Interim Agreement(12-30-22) [Fortress Secured Executed& Attorney Stamped& Signed- JXD] 2022-09-22 Site Access Agreement FINANCIAL IMPACT: Effective Date: upon execution by all parties Expiration Date: Total Dollar Value of Contract: up to $618,265 (if terminated) Total Cost to County: TBD Packet Pg. 2877 0.6 Current Year Portion: TBD Budgeted: Source of Funds: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: No If yes, amount: Grant: County Match: Insurance Required: Yes. Provided after BOCC approval Additional Details: N/A N/A REVIEWED BY: Kevin Wilson Completed 12/31/2022 1:13 PM Joseph DiNovo Completed 01/03/2023 10:32 AM Purchasing Completed 01/03/2023 11:10 AM Budget and Finance Completed 01/03/2023 11:23 AM Brian Bradley Completed 01/03/2023 4:24 PM Lindsey Ballard Completed 01/03/2023 4:28 PM Board of County Commissioners Pending 01/18/2023 9:00 AM Packet Pg. 2878 Execution Versio 0.6.a December 22, 2022 INTERIM AGREEMENT BETWEEN MONROE COUNTY, FLORIDA, AND FORTRESS SECURED, LLC FOR THE DELIVERY OF A FIRE STATION ON SUGARLOAF KEY THIS INTERIM AGREEMENT ("Agreement") is made and entered into, as of the last date of execution by the Parties ("Effective Date"), by and between MONROE COUNTY, FLORIDA, a political subdivision of the State of Florida("County")and FORTRESS SECURED, LLC,a Florida limited liability company,which is authorized to do business in the State of Florida E ("Developer") (each a Party and collectively the "Parties"). WHEREAS,pursuant to Section 255.065,Florida Statutes,County received an unsolicited proposal from Developer for the turn-key delivery of a new fire station for County on real property X located on Sugarloaf Key, Florida("Project"); and, WHEREAS,th-)Parties anticipate that the design of the Project will incorporate structural elements that will permit Sugarloaf Wi41 Inc. ("Sugarloaf Wi-f Inc.") to construct additional 06 improvements and locate equipment needed to support a cell tower (the "Cell Tower Facilities"); 0 and E WHEREAS, the Board of County Commissioners (the "BOCC") deemed Developer's proposal a qualifying project under Section 255.065, Florida Statutes, deserving of further consideration as a potential public-private partnership; and, 06 WHEREAS,County published notice of its receipt of the proposal and solicited competing offers for the Project; and, X WHEREAS, having received no competing offers, County undertook negotiations with Developer as authorized by Section 255.065(5)(c), Florida Statutes; and, c� WHEREAS,the Parties separately have entered into a Site Access Agreement authorizing Developer to access the Project site for purposes of initial exploration; and WHEREAS,the Parties now intend to enter into this interim Agreement in advance of the e negotiation and approval of a possible comprehensive agreement governing the Project,which will facilitate the development of design plans, construction budget, pro-forma model and schedule C� assumptions to better inform and guide the development, design, financing, permitting, construction, operation and maintenance of the Project. NOW THEREFORE, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the Parties agree as follows: AGREEMENT E 1. Pre-Development Generally. ra E County will cooperate with Developer as it undertakes pre-development activities described in Exhibit A hereto("Pre-Development Activities"), in good faith and in a commercially reasonable manner, with input and support to be provided by County to develop a mutually c� Packet Pg. 2879 Execution Versio 0.6.a December 22, 2022 acceptable financial model for the Project. The principles that will guide the development of the financial model for the Project are: (i) the total development budget does not require County to contribute in excess of$7,064,483.00 (the "Funding Limitation"), and (ii) the Project adheres to the vision as set forth in Developer's proposal. 2. Term; Termination. (a) Term. The term of this Agreement ("Term") shall commence upon the Effective Date and shall terminate upon the earliest to occur of the following: (i) the effective date of the comprehensive agreement with County (the "Closing"); X (ii) the effective date of any termination of this Agreement by County pursuant to Section 2(b) or by Developer pursuant to Section 2(c); 06 (iii) Developer and County, working in good faith,fail to mutually agree on the design plans for the Project, that do not obligate the County to fund more than the Funding Limitation; (iv) Developer and County, working in good faith, fail to mutually agree on a financing strategy for the Project; (v) County and Sugarloaf Wi-fi, working in good faith, fail to mutually agree 06 on the design or associated lease terms for the Cell Tower Facilities; c� (vi) despite Pre-Development Activities, the Project fails to be granted necessary approval by any government exercising regulatory jurisdiction over the Project; and c� (vii) the effective date of the termination of this Agreement by mutual agreement of the Parties. 0 (b) Termination for Convenience by County. County may unilaterally terminate this Agreement for its convenience at any time during the Term upon ten(10)days' prior written notice N to Developer. N (c) Termination for Convenience by Developer. Developer may unilaterally terminate this Agreement for its convenience at any time during the Term upon ten (10) days' prior written notice to County. 3. Scope of Pre-Development Activities. E (a) The Pre-Development Activities constitute the entire scope of the preliminary activities Developer intends to conduct with respect to the Project, which may overlap with the scope of work under the Site Access Agreement. (b) Pre-Development Activities. Developer will enter into contractual agreements for Pre-Development Activities with engineering and other professional service firm(s) for the Pre- E c� 2 Packet Pg. 2880 O.6.a Execution Version December 22, 2022 Development Activities and related site due diligence, planning and design work. The Pre- Development Activities will include the coordination and commissioning of third-party architects and engineers contracted by Developer to conduct the surveys, tests and to produce the reports or documents described in this Agreement. All Pre-Development Activities, including all tests,shall be performed in a good and workmanlike manner, good industry practices and all applicable laws,rules 2 and regulations and the requirements of governmental authorities. Developer shall provide upon request to County copies of all written reports, studies, analyses, surveys,designs,plans,drawings and other written, graphic and three-dimensional work product prepared by or on behalf of Developer by third parties (excluding Developer's attorneys and accountants) as part of the Pre- Development Activities for the Project(collectively, "Work Product"). County acknowledges that E Developer has expended and will expend, in good faith, money to engage third parties in furtherance of the development of the Project and production of Work Product. Such expenditures anticipated to be expended, are specifically described in that certain"Pre-Development Budget" attached hereto as Exhibit B. Developer and County specifically acknowledge and agree that the timing of the expenditures in Exhibit B is an estimate done for advisory purposes at the execution 06 of this Agreement and is subject to revision by and between the Parties. Developer shall be permitted to expend funds in excess of any line item amount as long as the total amount set forth CL in the Pre-Development Budget is not exceeded;provided,however, if Developer desires to spend CU funds in excess of the total amount set forth in Pre-Development Budget, any amount in excess of $618,265.00 shall not be subject to reimbursement in accordance with the terms of this Agreement by County unless such amount is approved by County in writing. Developer shall provide monthly updates to County regarding the actual costs expended to date versus the amounts set forth in the 06 Pre-Development Budget. a� c� (c) Contractors. Developer shall be responsible for the acts, failures to act, errors and omissions of all contractors, subcontractors, vendors, consultants and agents engaged in performance of Pre-Development Activities. Except as provided in this Agreement, this Agreement shall not give rise to any contractual or other relationship between County and any such contractors, subcontractors, vendors, consultants and agents. County disclaims and does not undertake any obligation, duty or responsibility to pay, reimburse, compensate or otherwise be a responsible for payment of any fees, charges, rents, licenses, costs, expenses, reimbursements or 0 any other amount to any contractor, subcontractor, vendor, consultant and agent of Developer (except as described in Section 4 below). Contracts, agreements, purchase orders and other arrangements between Developer and such third parties for labor, licenses, services, equipment, machinery, materials, supplies and other items utilized in the conduct of the Pre-Development Activities shall be consistent with the terms and conditions of this Agreement.All contracts entered into by Developer shall provide that any review or approval of the Work Product by County or Developer, or the incorporation of suggested revisions by County, shall not constitute waiver, release or acceptance of any error or omission in the Work Product, shall in no way waive or release Developer or the contractors, subcontractors, vendors, consultants and agents from its E respective duty to completely perform its obligations under their contracts, the standard of care applicable to the performance of their work, nor constitute a waiver of any claim or warranty. The primary contracts for design and engineering services will be between Developer and Saltz Michelson Architecture, LLC (collectively, "Design Professionals") engaged in performance of Pre-Development Activities. The contracts and agreements with the Design Professionals (the "Design Professional Agreements") shall require, to the extent of the Pre-Development Activities c� 3 Packet Pg. 2881 O.6.a Execution Version December 22, 2022 to be performed by such Design Professional, to be bound to Developer by terms of the contract documents, and to assume toward Developer all the obligations, covenants, duties and responsibilities that Developer, by this Agreement, assumes toward County. Each Professional Design Agreement shall expressly state the following: that Monroe County is an intended third- party beneficiary of the contract; that the contract has been entered into for the direct and substantial benefit of Monroe County; and that the Design Professional owes a duty to Monroe County to perform its work and services in conformance with the standard of care applicable to the type of work and services to be performed by the Design Professional. Developer's failure to include these provisions in each contract shall constitute a material breach of this Agreement and shall constitute grounds upon which County may terminate this Agreement for cause. Developer E shall deliver a copy of each Professional Design Agreement to County no later than 10 calendar S days prior to the commencement of work or services by each Design Professional. (d) Reports. Developer shall, on monthly basis,provide a written report describing the status, progress and results of the Pre-Development Activities. The information provided County 06 shall include an explanation of any significant variations from the scope, schedule, sequence, or performance of the Pre-Development Activities and identify any potential or known developments CL that may impact County or the feasibility, cost or schedule for the design, permitting, financing CU and construction of the Project or the Pre-Development Activities,and any corrective or remedial actions implemented. The final plans and specifications for the Project are subject to approval by County. 4. Payment for Pre-Development Activities and Work Product. 06 (a) Developer will be responsible for paying the third parties in accordance with the agreements between Developer and each such third party in connection with the due diligence surveys,tests and studies comprising the Pre-Development Activities.Pre-Development Activities shall be performed in accordance with the terms of this Agreement,including the Pre-Development Budget and the advisory schedule set forth on Exhibit B. LO a U) (b) In the event that this Agreement is terminated by County pursuant to Section 2(a)(iii) (subject to the limitations set forth in Section 7), or terminated by County pursuant to 0 Section 2(a)(vi), or terminated by Developer pursuant to Section 2(c), County shall not be obligated to pay Developer for any costs and expenses incurred with respect to Pre-Development Activities. In the event that this Agreement is terminated by County pursuant to Section 2(a)(v), County shall pay to Developer 50% of the costs and expenses actually incurred by Developer CN through the date of termination, in accordance with the process outlined in section 4(c). (c) In the event that this Agreement is terminated prior to CIosing by County for any other reason, County shall pay to Developer the costs and expenses actually incurred by Developer through the date of termination up to the total amount listed in the Pre-Development Budget for E the Work Product, but in no event in an amount in excess of$618,265.00, within thirty (30) days after receipt of(i)Developer's properly submitted request for same accompanied by substantiation of all costs, expenses, fees, charges and other amounts paid for the Pre-Development Activities and Work Product up to the total amount listed in the Pre-Development Budget. In the event of a termination of this Agreement except for a termination associated with entering into a comprehensive agreement, Developer acknowledges and agrees that County reserves the right to �E c� 4 ° Packet Pg. 2882 Execution Versio 0.6.a December 22, 2022 audit the records and accounts of Developer with respect to all costs, expenses, fees and charges incurred by Developer in connection with the Pre-Development Activities. Upon payment of the amount due under this section County shall have the right to receive any completed Work Product. 0 5. Ownership of Work Product. All Work Product created by or through Developer 2 shall (as between the Parties) be the exclusive property of Developer, subject to County's right to purchase or otherwise acquire the Work Product as set forth in Section 4. E 6. Developer-led Approach. Developer is fully responsible for the selection, coordination,and contractual engagement of the Design Professionals, general contractors, vendors, suppliers and other professional consultants involved in the conduct of the Pre-Development Activities, and making all arrangements with utility, communication, cable and information technology companies and County with respect to the location of subsurface utility, information technology, communication, LO g' and cable installations and other assets,property, equipment, infrastructure and systems necessary 06 to serve the Project. 7. Single Point-of-Contact; Designated Representatives of Each Party. (a) Coordination. The Parties agree that in order to facilitate efficient communication and information exchange between the Parties relating to the Pre-Development Activities, Developer will be the single point-of-contact and responsible to County but will actively involve 06 and make available other members of the Developer's team to participate in regularly scheduled planning and progress meetings with County officials,to be held at least monthly through the term of this Agreement. Developer's team will present plans, specifications, schedule and budget reports or updates to County, a rise Count of progress, and solicit Count input, feedback and " p p pp Y p g Y when appropriate, decisions and/or approvals on material matters pertaining to the conduct of the , Pre-Development Activities. At a minimum, Developer shall provide to County design plans and specifications that are 30%, 60% and 90% complete. The 30% complete plans shall serve as the basis for the design of the Project and shall contain at a minimum,the major design elements, the proposed development budget and project timeline. Contemporaneously with the submittal of the 2 30% and 60% design plans and specifications, Developer shall provide financing proposals for 0 County's consideration. Upon approval by County of the 60% design plans and specifications, County shall no longer have the option to terminate this Agreement under Section 2(a)(iii). Any change requested by County to the design plans following approval of the 60% design plans and specifications that increases the development budget for the Project shall be the responsibility of County and the increased costs shall not be included in the determination of the Funding Limitation for Section 2(a)(iii) of this Agreement. (b) Designated Representatives. For clarity of communication and accountability, (i) Kevin Wilson will initially serve as the Designated Representative and paint-of-contact for County E and (ii) while others on Developer's team will be actively involved in the process, all official communication about material issues related to the Pre-Development Activities shall flow through Developer's Designated Representative Chris Klotz. Each Designated Representative will be E responsible for the further dissemination of information to their respective interested persons. E c� 5 ° Packet Pg. 2883 Execution Versio O.6.a December 22, 2022 8. Compliance. (a) Licenses. Developer agrees to use and require each of its development team a members and other contractors, subcontractors, vendors, consultants and agents to use, only personnel who are qualified and properly trained and who possess any license,permit, registration, 2 certificate or other approval required by any applicable law or any governmental authority to enable such personnel to perform their work, services and activities involving any portion of the Pre-Development Activities. (b) Laws. Developer specifically agrees that in the performance of the Pre- Development Activities, it shall at all times comply with and cause each of its development team members and other contractors, subcontractors, vendors, consultants and agents to fully comply with all applicable laws, including environmental laws, permits, requirements of governmental authorities, and good industry practice. 06 9. Default. CL (a) If Developer shall materially breach, violate or fail or refuse to timely perform in accordance with the requirements hereof any of the terms, conditions, covenants or agreements made by Developer herein (a "Developer Default"), County, upon obtaining notice or knowledge thereof, shall give prompt written notice of such Developer Default to Developer, but in any event within ten (10) business days. If, within ten (10) business days after receipt of such notice, 06 Developer has not promptly commenced or proposed for County consent its recommended course of action to cure such default(and thereafter diligently pursues such cure to completion within the period for the performance and completion of the Pre-Development Activities hereunder), the rights and remedies of County shall include the right to terminate this Agreement by giving written notice to Developer, whereupon this Agreement shall automatically cease and terminate, subject, however, to the rights and remedies of County, including the right to receive and use for all purposes all Work Product,to recover damages sustained by County and other available remedies, and the survival of Developer's indemnity and insurance obligations hereunder. (b) If County shall materially breach, violate or fail or refuse to timely perform in accordance with the requirements hereof any of the terms, conditions, covenants or agreements made by County herein (a "County Default"), Developer, upon obtaining notice or knowledge thereof,shall give prompt written notice of such County Default to County, but in any event within ten (10) business days. If, within ten (10) business days after receipt of such notice, County has not promptly commenced or proposed for Developer consent its recommended course of action to cure such default (and thereafter diligently pursues such cure to completion within the period for the performance and completion of the Pre-Development Activities hereunder), the rights and remedies of Developer shall include the right to terminate this Agreement by giving written notice to County, whereupon this Agreement shall automatically cease and terminate. 10. Indemnity. Developer hereby agrees to indemnify, protect, defend and hold harmless the County, its current and future county commissioners, officers, employees, agents, E representatives, successors and assigns (the "County Indemnitees") from and against any and all claims, actions, suits, proceedings, investigations, audits, losses, liabilities, penalties, fines, c� 6 ° Packet Pg. 2884 Execution Versio O.6.a December 22, 2022 sanctions, damages, demands, causes of action, costs and expenses including, but not limited to, all reasonable consulting, engineering, reasonable attorneys (in-house and outside counsel) or other professional fees including disbursements (collectively, "Losses"), which County Indemnitees, or any of them, may incur or suffer by reason of the following arising out of relating to or resulting from the following actions in the Developer's conduct of the Pre-Development 2 Activities or the activities of Developer, Developer's team members, contractors or subcontractors on the Project site in connection with the Pre-Development Activities or Developer's breach of this Agreement: (i) bodily injury or death of any natural person; (ii) damage to property of any person or entity; (iii) violations of applicable laws, permits, or requirements of governmental authorities; and (iv) misappropriation, infringement or misuse of intellectual property or industrial property rights of a third party; except to the extent any such Losses were caused primarily by the negligent or willful misconduct or omissions of the County Indemnitees, or any of them. Developer's indemnity obligation hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation, penalty or benefits payable by or for Developer under any statutory program or scheme, including without limitation, any workers compensation, 06 disability benefit or other employee benefit acts. 11. Notices. Any notice, demand, request, consent, approval or other communication CU authorized or required hereunder (excluding day-to-day communication in the administration of this Agreement in the ordinary course) shall be in writing, shall be delivered personally or by national recognized overnight courier and shall be deemed to have been duly given and received upon receipt if delivery is made on a business day during regular business hours, or otherwise on 06 the next business day. Confirmation of delivery of notice by an overnight courier shall be conclusive evidence of receipt of such notice. Notices to a Party shall be addressed to such Party c� X c� U) U) 0 M CN E E c� 7 ° Packet Pg. 2885 Execution Versio 0.6.a December 22, 2022 at the addresses provided below,or such other addresses as a Party may from time to time designate by written notice to the other Party: If to County Kevin Wilson Assistant County Administrator Monroe County 1100 Simonton Street,Room 2-205 Key West, FL 33040 E Email Wilson-kevin@monroecounty-fl.gov E With a copy to: Joseph X. DiNovo S Assistant County Attorney Monroe County 1111 12th Street, Ste. 408 Key West, FL 33040 Email dinovo-joseph@monroecounty-fl.gov 06 CU If to Developer Fortress Secured, LLC 421 S. Summerlin Avenue Orlando, FL 32801 Attn: John O'Grady Email john@fortresssecured.com 06 With a copy to: Nelson Mullins 390 N. Orange Avenue, Ste. 1400 Orlando, FL 32801 Attn: Kate Stangle Email kate.stangle@nelsonmullims.com a 12. Insurance Coverage. Developer shall require all Design Professionals performing Pre-Development Activities pursuant to this Agreement to obtain, carry and keep in full force, professional liability insurance covering liability arising out of error, omission, or negligent acts 0 in the performance, or lack thereof, of professional services contemplated under this Agreement in an amount of not less than $1,000,000 per claim/ $2,000,000 aggregate; provided Developer's subcontractors who are providing professional design services shall be required to maintain such insurance in an amount of not less than $1,000,000 per claim/$2,000,000 aggregate. In addition, Developer and each of its contractors, subcontractors, vendors, consultants and agents engaged in performance of Pre-Development Activities shall comply with the insurance provisions contained in Exhibit C. On or before the Effective Date, and thereafter during the term hereof, Developer shall E provide County with original, current Certificates of Insurance, and renewal certificates of , insurance thereafter, executed by a duly authorized representative of each insurer, or by the insurance agent or broker authorized to do so, as evidence of all insurance policies. Said Certificates of Insurance shall name the Monroe County Board of County Commissioners as an Additional Insured and Certificate Holder. No insurance policy required hereunder may be canceled, materially revised, or subject to non-renewal without at least thirty (30) calendar days c� 8 ° Packet Pg. 2886 0.6.a Execution Version December 22, 2022 prior written notice being given to the County or, in the event of cancellation for non-payment of premium, ten (10) days prior written notice. Developer shall provide County with renewal certificates of insurance or binders not less than five (5) business days prior to such expiration. Insurance shall be maintained without lapse in coverage during the term of this Agreement. County shall also be given certified copies of Developer's policies of insurance,upon request. 2 The required policies, and any policies of insurance procured by Developer providing coverage in excess of the required policies, shall provide that the coverage is primary for all purposes and Developer shall not seek any contribution from any insurance or self-insurance , maintained by the County. Developer shall be solely responsible for any deductible or self-insured retention on insurance required hereunder. 13. Entire Agreement. This Agreement, read in conjunction with the Site Access Agreement,constitutes the entire agreement between the Parties,and may be amended or modified only in writing, executed by each Party. A waiver of enforcement of any obligation or waiver of covenant or the exercise of any right or remedy shall be in writing and signed by the Party to be (n 06 bound thereby in order to be effective. The provisions of this Agreement are severable and the invalidity of one or more of the other provisions hereof shall not affect the validity or enforceability of any of the provisions hereof. This Agreement is the product of negotiation and neither Party CU shall be burdened by any presumption on the basis of its involvement in the drafting and preparation of this Agreement. 14. Due Authorization; Binding Agreement. The Parties represent and warrant that the signatories below are duly authorized by the Party each represents to enter into this Agreement, 06 and by their signatures do bind the Parties to the terms of this Agreement. 15. Controlling Law. This Agreement is governed by and will be interpreted and enforced under the laws of the State of Florida. Nothing contained herein shall be construed as a X waiver of any immunity or limitation of liability County may be entitled to under the doctrine of sovereign immunity or section 768.28, Florida Statutes. 16. Consequential Damages. In no event shall either Party have any liability to the other or its affiliates,contractors or subcontractors on account of any consequential, incidental, indirect, special, punitive or exemplary damages, whether in contract, tort(including negligence and strict liability) or under any other legal or equitable principles whatsoever, or for any loss of profits, opportunity, reputation, financing or revenue. 17. Venue; Waiver of Jury Trial. Any dispute between the Parties arising out of or relating to this Agreement that cannot be resolved between the Designated Representative of the Parties shall be referred to the County Attorney Office and a duly appointed officer of Developer for the duration of the Term. If the County and Developer cannot reach an agreement resolving the dispute within a reasonable period of time not to exceed thirty (30) days after referral of the dispute to officers of the Parties,the County and Developer shall have the right to pursue litigation. In no event shall the existence of litigation of any controversy or the settlement thereof in and of E itself delay the performance of obligations under this Agreement. IN THE EVENT LITIGATION IS PROSECUTED BY ANY PARTY HERETO, COUNTY AND DEVELOPER AGREE TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW TO WAIVE TRIAL BY JURY. The sole and exclusive venue for resolution of any dispute, claim or controversy arising out of or relating to this Agreement shall be the state courts in Monroe County, Florida. c� 9 Packet Pg. 2887 Execution Version December 22, 2022 18. Assignment. Developer shall not permit this Agreement or any of its obligations or rights hereunder to be delegated or assigned voluntarily, involuntarily or by operation of law, without the express prior written authorization of the County at its sole and absolute discretion; provided, however, that Developer shall be permitted to assign this agreement in whole to an affiliate of Developer, so long as Developer is in control of such affiliate and such assignment does not relieve Developer of its financial obligations under this Agreement. No such written authorization, however, shall be construed as discharging or releasing Developer from the performance of the Pre-Development Activities and the fulfillment of other obligations under this Agreement. This Agreement shall inure to the benefit of and bind the Parties and their permitted successors and permitted assigns. 19. No Partnership. The Parties acknowledge and agree that this Agreement does not create any principal-agent or employer-employee relationship, partnership or joint-venture between the Parties. The Parties further acknowledge and agree that this Agreement does not obligate or bind the Parties to enter into any additional agreements relating to the Project. 20. Public Records. Any document submitted to County may be a "public record" as 06 defined by Florida law. Any public record is subject to inspection and copying unless exempted 0 under Chapter 119, Florida Statutes, or as otherwise provided by law. In accordance with §119.0701, Florida Statutes, Developer, when acting on behalf of LO O, County, as provided under §119.011(2), Florida Statues, shall keep and maintain public records as required by law and retain them as provided by the General Record Schedule established by the Department of State. Upon request from County's custodian of public records, Developer must 06 provide County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time unless exempted by law. Additionally, Developer shall provide the public records at a cost that does not exceed the cost provided by law. Developer shall ensure that public records that are exempt or confidential and exempt from public records disclosure requirements, including materials exempt from disclosure pursuant to Section 119.071(3)(b)(1), Florida Statutes, are not disclosed except as authorized by law for the LO duration of this Agreement and following completion of this Agreement if Developer does not U) transfer the records to County. Upon the completion of the Agreement, Developer shall transfer, a at no cost, to County all public records in the possession of Developer and shall destroy any 0 duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to County, upon request from N County's custodian of public records, in a format that is compatible with the information , technology system of County. IF DEVELOPER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO DEVELOPER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY, AT (305) 295-3177, 1111 12TH STREET, SUITE 408, KEY WEST, FL 33040, BRADLEY-BRIAN@MONROECOUNTY-FL.GOV. E 21. Counterparts. This Agreement may be executed in one or more counterparts, any one of which need not contain the signatures of more than one Party, but all of which when taken together shall constitute one and the same instrument. The Parties agree that an electronic version c� 10 ° Packet Pg. 2888 0.6.a Execution Version December 22, 2022 of this Agreement shall have the same legal effect and enforceability as a paper version.The Parties further agree that this Agreement, regardless of whether in electronic or paper form, may be executed by use of electronic signatures. Electronic signatures shall have the same legal effect and enforceability as manually written signatures. County shall determine the means and methods by which electronic signatures may be used to execute this Agreement and shall provide the Developer with instructions on how to use said method. Delivery of this Agreement or any other document contemplated hereby bearing a manually written or electronic signature by facsimile transmission (whether directly from one facsimile device to another by means of a dial-up connection or whether mediated by the worldwide web), by electronic mail in"portable document format" (".pdf') form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document,will have the same effect as physical delivery of the paper X document bearing an original or electronic signature. IN WITNESS WHEREOF,the Parties have caused this Agreement to be executed by their duly authorized representatives and agree to be bound hereby as of the Effective Date. °LO O MONROE COUNTY, FLORIDA CL MOYvbIFNOE COUNTY ATTORNEYS OFFICE � APPROVED A'S TO FORM LO B 'PH I y' "4maTANT couiMT'Y ArrC'F NEy Roman Gastesi DATE- 1-03-2023 , County Administrator 06 Date: c� X FORT EC D, c� By Date: c� c� M cN E E E LL c� 11 Packet Pg. 2889 0.6.a Execution Version December 22, 2022 Exhibit A Scope of Pre-Development Activities and Preliminary Budget The following are the site-specific environmental and engineering due diligence evaluations and architectural design and engineering activities to be performed by Developer in accordance with the terms of this Agreement. Developer agrees to finance these costs (which are budgeted Project costs), subject to the reimbursement provisions set forth in the Agreement. Phase I Activities 1. Environmental Site Assessment X Environmental Corporation of America Inc. $4,690 2. Geotechnical Report Wingerter, Inc.$8,875 06 3. Survey CL Reece&White, Inc. $3,720 E CU 4. Civil Engineering Saltz Michelson Architecture, LLC(included in Architectural cost)$98,490 0 5. Hardscape and Landscape Design < Saltz Michelson Architecture, LLC$37,490 06 6. Design Archictect Saltz Michelson Architecture, LLC $270,000 7. Schematic ASMEP Saltz Michelson Architecture, LLC $115,000-Total includes CD drawings and Schematic 8. Design Development ASMEP U) Saltz Michelson Architecture, LLC (included above) 0 9. Permitting&Fees Monroe County, Inc. $TBD c� 10. Traffic Analysis ' TBD, Inc. $12,000 H. Legal Nelson Mullins$25,000 12. Design Review Fees Universal Engineering$15,000 E 13. Concept Phase Summit Construction Management Group, LLC, Inc. $28,000 iz c� 12 Packet Pg. 2890 0.6.a Execution Version December 22, 2022 Exhibit B 0 Pre-Development Activity Schedule and Anticipated Monthly Budget Total Category Budget Dec 30 Jan 30 Feb 30 March 30 Expenditures CL 1. ESA $4,690 $2,345 $2,345 $0.00 $0.00 $4,690 2. Geotech $8,875 $4,437.50 $4,437.50 $0.00 $0.00 $8,875 3. Survey $3,720 $1,860 $1,860 $0.00 $0.00 $3,720 4.Civil Engineer $98,490 $8,490 $30,000 $30,000 $30,000 $98,490 5.Hardscapetl.andsca 06 pe $37,490 $0.00 $12,496.67 $12,496.67 $12,496.67 $37,490 CL 6.Design Architect $270,000 $30,000 $80,000 $80,000 $80,000 $270,000 7.Schematic ASMEP $115,000 $15,000 $33,333.33 $33,333.33 $33,333.33 $115,000 0 8.Design Dev ASMEP INC 06 9.Permitting & Fees TBD X 10.Traffic Analysis $12,000 $12,000 $0.00 $0.00 $0.00 $12,000 111egal $25,000 $6,250 $6,250 $6,250 $6,250 $25.000 U) U) 12.Review Fees $15,000 $0.00 $11000 $6,000 $8,000 $15,000 0 13.Conceptual Phase $28,000 $7,000 $7,000 $7,000 $7,000 $28,000 c� M TOTAL $618,266.00 $87,382.50 $178,722.50 $175,080.00 $177,080.00 $618,265.00 c� 13 Packet Pg. 2891 0.6.a Execution Version December 22, 2022 EXHIBIT C Insurance Coverage Developer (or its affiliate, Summit Construction Management Group) and all contractors, subcontractors, vendors, consultants and agents ("Consultants") engaged in performance of Pre- Development Activities shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Pre-Development Activities hereunder by the Consultants. Minimum Scope and Limit of Insurance X Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an"occurrence"basis,including products and completed operations,property 06 damage,bodily injury and personal &advertising injury with limits no less than$1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall CU en be twice the required occurrence limit. 2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non-owned), 06 with limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation insurance as required by the State of Florida, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per " accident for bodily injury or disease. c� If Consultant maintains broader coverage and/or higher limits than the minimums shown above, County requires and shall be entitled to the broader coverage and/or the higher limits maintained U) by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to County. 0 Other Insurance Provisions N The insurance policies are to contain, or be endorsed to contain, the following provisions: E Additional Insured Status 0 County, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on E behalf of the Consultant including materials,parts,or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). E c� 14 ° Packet Pg. 2892 0.6.a Execution Version December 22, 2022 Primary Coverage L_ For any claims related to this contract, Consultant's insurance coverage shall be primary insurance primary coverage at least as broad as ISO CG 20 0104 13 as respects County,its officers,officials, employees, and volunteers. Any insurance or self-insurance maintained by County, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not 2 contribute with it. Notice of Cancellation Each insurance policy required above shall state that coverage shall not be canceled, except with notice to County. X Waiver of Subrogation Consultant hereby grants to County a waiver of any right to subrogation which any insurer of said Consultant may acquire against County by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of 06 subrogation, but this provision applies regardless of whether or not County has received a waiver of subrogation endorsement from the insurer. CL Self-.insured Retentions Self-insured retentions must be declared to and approved by County. County may require the Consultant to provide proof of ability to pay losses and related investigations,claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to 06 provide,that the self-insured retention may be satisfied by either the named insured or County. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to County. c� Claims Made Policies If any of the required policies provide coverage on a claims-made basis: 1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work, 2. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the contract of work, and 3. If coverage is canceled or non-renewed,and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. Verification of Coverage Consultant shall furnish County with original Certificates of Insurance including all required amendatory endorsements(or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to County before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. c� 15 ' Packet Pg. 2893 O.6.a Execution Version December 22, 2022 County reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. E X 06 CL E 0 06 c� X c� U) U) 0 CN E E E U 16 ° Packet Pg. 2894 0.6.b SITE ACCESS AGREEMENT THIS AGREEMENT is made and entered into by and between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA ("County"), a political subdivision of the State of Florida, and FORTRESS SECURED, LLC ("Developer"), a Florida limited liability company, effective the last date signed below ("Effective Date"). U) U) WHEREAS, in May 2022 Developer submitted an unsolicited proposal to deliver 0 a fire station in Sugarloaf Key ("Proposal"); and WHEREAS, after advertising the Proposal in accordance with section 255.065, Florida Statutes, County presently is exploring the ideas presented in the Proposal and preparing to negotiate an interim and/or comprehensive agreement with Developer a (although County reserves the right to reject the Proposal and not to enter into any further agreements); and WHEREAS, the Proposal includes potential development work on real property located at the street address of 17175 Overseas Highway in Monroe County,Florida,parcel 0 number 00117930-000100 (the "Property"), in which the County currently possesses a leasehold interest, conditioned upon the conveyance of the Property by its owner to the County; and WHEREAS,County and Developer desire to enter into this Agreement setting forth the terms and conditions upon which Developer shall be permitted to have access to the Property for the purpose of conducting surveys, inspections, analyses, soil tests, , environmental assessments and tests, appraisals, engineering reports, market feasibility studies, operational audits and other investigations of the Property reasonably required to advance the Proposal to fruition(the "Inspections"); and NOW, THEREFORE, in consideration of the premises, the mutual covenants herein contained and for other valuable consideration, the receipt and sufficiency of which are conclusively acknowledged by the parties, it is agreed as follows: c� 1. Defined Terms. Unless provided otherwise herein, capitalized terms used in this Agreement shall have the same meanings ascribed to such terms in the Proposal. N 2. Term of Agreement. The tern of this Agreement shall commence on the C14 Effective Date and, unless otherwise extended by written amendment of this CN Agreement signed by both parties, shall terminate on the earliest of the following dates: (a) the date Developer delivers written notice to County that it has completed the Inspections and removed from the Property all equipment, machinery, supplies, materials, waste and debris used or produced in the Pagel of 5 Packet Pg. 2895 O.6.b conduct of the Inspections, (b) the date on which County delivers written notice to Developer that County is terminating the Agreement, regardless of whether such termination is for cause or for convenience, and (c) ninety days after the Effective Date. 3. Access for Inspections. During the Inspection Period, County shall allowLO a Developer (and Developer's contractors and representatives) to have such U) access to the Property as is reasonable and necessary for Developer to timely perform its Inspections. 0 4. Liability of County. County shall have no obligation or liability for any loss or damage (whether arising due to theft, casualty or otherwise)to any property of Developer or any property of Developer's contractors or representatives upon the Property. In that regard, Developer shall maintain such policies of personal property and contents insurance as Developer deems sufficient for such purposes. Developer hereby fully releases County from any claims Developer may have, now or in the future, of any type or nature for any liability or damage to any property of Developer occurring during the term of this Agreement, and Developer indemnifies County against any claims by third parties involved with or affected by the Inspections. Notwithstanding the foregoing, Developer shall not be responsible or liable for any act or omission of the County or its agents, representatives, employees, contractors, subcontractors or consultants, any preexisting conditions, or any losses arising out of the discovery or disclosure of the Property's condition 5. Insurance. Developer shall, at its sole cost and expense, obtain and maintain the following insurance coverage: (a) If Developer makes any improvements or installs any sheds or trailers or other structures on the Property, Developer shall maintain insurance policies insuring such improvements against loss due to theft or casualty in the full amount of the insurable replacement value of such improvements. (b) Developer shall maintain in effect liability insurance coverage to protect against liability for damage to persons and property claims arising from the use of the Property by Developer or out of accidents occurring upon the Property, in a minimum amount of Two Million Dollars ($2,000,000), N combined single limit. , N (c) The policies of insurance provided pursuant to this Paragraph 5 shall Q be issued by insurers reasonably acceptable to County. Each such policy shall expressly name County as a co-insured and shall provide that it may not be terminated or canceled without County being given at least thirty (30) days' prior written notice thereof. Page 2 of 5 Packet Pg. 2896 0.6.b 6. Compliance with Law. Developer shall not keep or store trucks, tractors, bulldozers or other vehicles or construction equipment upon the Property, except in areas expressly designated or approved by County for such purposes. Developer shall maintain the Property in clean and safe condition, and will not allow trash or debris to accumulate thereon. Developer shall not permit any unsafe condition to be created or to exist upon the Property by reason of or in connection with the Inspections or the presence of any of Developer's U) representatives, contractors or invitees on the Property. Developer shall not ' store or use any petroleum, chemicals or other substances upon the Property in 0 violation of any applicable environmental laws. 7. Utility Services. Developer shall have the right to access utility easement areas for purposes of locating surface and underground utility, stormwater, communication, cable, fiber and information technology installations. Developer shall make all arrangements with utility service providers and 4- 4- owners of underground installations as necessary for performance of research and survey activities relating to utility installations,including coordinating with County with respect to compliance with chapter 556, Florida Statutes(Sunshine State One-Call notification). All activities by Developer shall be conducted in a manner consistent with utility company requirements and good industry practice and avoid the interruption, curtailment or suspension of utility service to the County and buildings in the vicinity of the Property. S. Inspection Documents. All research and survey activities are conditioned upon Developer providing to County, upon County's written request, copies of all reports, studies, test results, surveys, maps, drawings, diagrams and other product prepared by Developer or its consultants or consultants in connection with the Inspection activities("Work Product")and granting to County the non- exclusive, royalty free, cost free, non-expiring and assignable right to use Work Product for purposes relating to the ownership, lease, occupancy, use, development, improvement,operation,maintenance, alteration and repair of the Property and improvements thereon. All such Work Product shall be fully paid for by Developer and be free and clear of any lien,charge, security interest and claim.Developer shall provide to County one electronic copy and one hard copy of each item of Work Product prepared by Developer or affiliates, consultants and contractors. All Work Product shall be provided AS-IS, WHERE-IS and CN without representation or warranty of any kind whatsoever. 0) 9. Liens. Developer shall not cause or permit any lien to be placed upon the N Property, including, without limitation, any lien in favor of any person N providing labor or materials in connection with any of the Inspections. If any liens or claims, or orders for the payment of money, shall be filed against the Property, or any improvements thereon, by reason of any changes, alterations or additions made or alleged to have been made by or for Developer,Developer Page 3 of 5 Packet Pg. 2897 O.6.b shall promptly cause the same to be canceled and discharged of record,by bond or otherwise, at the election and expense of Developer,and shall also defend on behalf of County, at Developer's sole cost and expense, any action, suit or proceeding which may be brought thereon for the enforcement of such liens, claims or orders, and Developer will pay any damage and satisfactorily discharge any judgment entered therein, and save harmless County from any claim, attorney fees or damage therefrom. U) If any lien(including, without limitation, any construction lien), claim, or order 0 for payment of money, shall be filed against the Property, or on any improvements thereon, by reason of or arising out of the Inspections, and the same shall not be removed by Developer within thirty (30) days after written notice given by County, then County shall have the right to remove same by payment or otherwise, and all sums expended by County for such removal, including attorney fees, shall be paid by Developer to County upon demand. 4- Developer shall not permit to be created nor to remain undischarged any Iien, encumbrance, or charge arising out of any work or work claim of any contractor, mechanic, materialmen, or supplier of labor or materials supplied, which might be or become a lien or encumbrance, or a charge upon the Property, and Developer shall not suffer any other matter or thing whereby the estate, right, or interest of County in the Property might be encumbered or impaired. Upon the termination of this Agreement, Developer shall cause any outstanding notices of commencement affecting the Property to be terminated of record. E 10. Restoration. Before the termination of this Agreement, Developer shall, upon request by County and at Developer's sole cost and expense, remove all of Developer's property and improvements from the Property and restore the Property as nearly as possible to the same condition as it was in prior to the Effective Date of this Agreement, reasonable wear and tear excepted. U) 11. Governing Law. This Agreement shall be governed by Florida law. c� 12. Attorneys' Fees. If either party takes any action to enforce this Agreement,then the prevailing party to such action may recover from the other all of such (n prevailing parry's costs incurred in bringing or defending such action, as the N case may be, including(without limitation) attorneys' fees,court costs and costs , of appeals. N N 13. Counterparts. This Agreement may be executed in counterparts. Each counterpart shall be an original, but, when taken together, shall constitute a E single instrument. The parties agree that a signed counterpart received via Page 4 of 5 Packet Pg. 2898 facsimile or electronic transmission shall be binding upon the party executing such counterpart. IN WITNESS WHEREOF,the parties have caused this Agreement to be executed by their duly authorized representatives and agree to be bound hereby as of the aforementioned Effective Date. (n U) U) MONROE COUNTY MONROE C'O,UNTY ATTOMINEY'S()FFICE APPROVED AS TO FORM 0 U- By: STANT COUNTY ATTORNEY .2 DATE: Roman Gastesi U) County Administrator 2 4- 4- Date: September 22_2022--- 0 E FORTR CLi LL By; E Date:4p E E U) U) CN CN CN CN Q CN E Page 5 of 5 Packet Pg. 2899 Client#: 1628014 SUMMICON18 0.6.b ACORDTM CERTIFICATE OF LIABILITY INSURANCE FD AT 9/15/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Franklin Linero NAME: USI Insurance Services, LLC PHONE FAX A/C,No,Ext:904 351-7450 (AI C , No): 4600 Touchton Rd Ste 275 ADDRESS: franklin.linero@usi.com Jacksonville, FL 32246 INSURER(S)AFFORDING COVERAGE NAIC# 904 450-4700 INSURER A:National Fire Insurance Co.of Hartford 20478 INSURED Continental Insurance Company 35289 INSURER B: p Y Summit Construction Management Group LLC O INSURER C 421 South Summerlin Ave INSURER D Orlando, FL 32801 INSURER E INSURER F: 0 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD U) INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS O LTR INSR WVD POLICY NUMBER MM/DD/YYYY MMIDD/YYYY A X COMMERCIAL GENERAL LIABILITY 7012202681 02/24/2022 02/24/2023 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES Ea occurrence) ccurrence $100,000 X PD Ded:1,000 MED EXP(Any one person) $15 000 PERSONAL&ADV INJURY $1,000,000 , GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 � PRO- POLICY ^I JECT r7 LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ COMBINED SINGLE LIMIT B AUTOMOBILE LIABILITY 7012202695 02/24/2022 02/24/2023 Ea accident $1>OOO>OOO BODILY INJURY Per person) $ X ANY AUTO ( p ) OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE X AUTOS ONLY X AUTOS ONLY Per accident $ $ B X UMBRELLA LIAB X OCCUR 7012202700 02/24/2022 02/24/2023 EACH OCCURRENCE $1 O 000 000 EXCESS LIAB CLAIMS-MADE AGGREGATE $1 O 000 000 DED X RETENTION$1 O 000 $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ElNIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ U) If yes,describe under U) DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Rent/Leased Eqpmt 7012202681 02/24/2022 02/24/2023 $35,000 per Item/ACV $50,000 Max Limit $1,000 Deductible DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) N Monroe County Board of County Commissioners is Additional Insured under the terms and conditions of the CN General Liability policy when required by written contract. 30 days Notice of Cancellation to certificate holder. APPROVED BY RISK MANAGEMENT N C®1 BY„, ...�...„ N DATE 9/16/2022 .,-.^ WAIVER N/A YES E CERTIFICATE HOLDER CANCELLATION Monroe Count Board f Count SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE County o y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton Street Key West, FL 33040 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All ri hts reserved. ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD Packet Pg. 2900 #S37364622/M35024824 MCMZP DATE( 0.6.b ACVRV CERTIFICATE OF LIABILITY INSURANCE o9/2o/zozz THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELO1 THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: PHONE A/C,No,Ext: 800 277-1620 X 4800 FAX A/C,No: 727 797-0704 FrankCrum Insurance Agency, Inc. E-MAIL ADDRESS: 100 South Missouri Avenue INSURER(S)AFFORDING COVERAGE NAIC# Clearwater, FL 33756 INSURER A: Frank Winston Crum Insurance Company 11600 U) INSURED INSURER B: U) INSURER C: FrankCrum L/C/F Summit Construction Management Group, LLC INSURER D: 0 LL 100 South Missouri Avenue INSURER E: Clearwater FL 33756 INSURER F: COVERAGES CERTIFICATE NUMBER: 918125 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. 0 NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY ° PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. U) INSR ADDL SUBR POLICY FEE POLICY EXP LTR TYPE OF INSURANCE INSR V D WD POLICY NUMBER (MM/DD/YYYY) (MM/DWYYYY) LIMITS 4— COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 4— CLAIMS-MADE OCCUR DAPREMISESS MAGE (RENTED $ 0 Ea occurrence) MED EXP(Any one person) $ L_ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY F__1 PROJECT F__1LOC PRODUCTS-COMP/OP AGG $ 0 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accidentl $ ANY AUTO BODILY INJURY(Per person) $ OWNED AUTOS SCHEDULED ONLY AUTOS BODILY INJURY(Per accident) $ HIRED AUTOS NON-OWNED PROPERTY DAMAGE $ ONLY AUTOS ONLY Per accidentl $ UMBRELLA LIAB OCCUR EACH OCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE $ n DED I I RETENTION$ $ WORKERS COMPENSATION AND WC202200000 01/01/2022 01/01/2023 X PER STATUTE OTH- E A EMPLOYERS'LIABILITY Y/N ER ANY PROPRIETOR/PARTNER/EXECUTIVE , OFFICER/MEMBER EXCLUDED? N/A E.L.EACH ACCIDENT $1,000, 9= (Mandatory in NH) If yes,describe under E.L.DISEASE-EA EMPLOYEE $1,000, DESCRIPTION OF OPERATIONS helaw E.L.DISEASE-POLICY LIMIT $1,0001 APPROVED BY RISK MANAGEMENT 881 DATE7.��7n77. C5 WAIVER N/A_YES_ N N DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Effective 05/09/2011,coverage is for 100%of the employees of FrankCrum leased to Summit Construction Management Group, LLC(Client)for whom the client is reporting hours to FrankCrum.Coverage is not extended to statutory employees. N CN E CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County BOCC AUTHORIZED REPRESENTATIVE 1100 Simonton Street Key West, FL 33040 ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD ©1988-2016 ACORD CORPORA] Packet Pg. 2901 Client#: 1865436 FORTRSEC ACORDTM CERTIFICATE OF LIABILITY INSURANCE m6n THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Franklin Linero NAME: USI Insurance Services, LLC PHONE FAX ,vC,No,Ext:904 351-7450 (A/C,No): 4600 Touchton Rd Ste 275 E-MAIL ADDRESS: franklin.linero@usi.com Jacksonville, FL 32246 LO INSURER(S)AFFORDING COVERAGE NAIC# 904 450-4700 INSURER A:Wilshire Insurance Company 13234 INSURED INSURER B: Fortress Secured, LLC O INSURER C 3603 Beachwood Court INSURER D Jacksonville, FL 32224 INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD U) INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDLSUBR POLICY EFF POLICY EXP LIMITS O LTR INSR WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY BRK000126601 01/29/2022 01/29/2023 EACH OCCURRENCE $1,000,000 CLAIMS-MADE [*OCCUR PREMISESOEa occur°nce $100,000 X BI/PD Ded:1,000 MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $1,000,000 , GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X POLICY JECT LOC PRODUCTS-COMP/OPAGG $2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY STATUTE IER ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ U) If yes,describe under U) DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ U DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) (y Monroe County Board of County Commissioners is Additional Insured under the terms and conditions of the CN General Liability policy when required by written contract. 30 days Notice of Cancellation to certificate holder. APPROVED BY RISK MANAGEMEN N cN DATE 9/1 h/ 022".r 2 E CERTIFICATE HOLDER CANCELLATION WAIVER N/A YES Monroe Count Board of Count SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE y y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton Street Key West, FL 33040 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All ricihts reserved. ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD Packet Pg. 2902 #S37365705/M34868626 SFAZP From: To: Cc' ShUlliuer-Bob;Wilmonc-Kevin; Fred Springer Subject: RE: COI for Fortress Secured/Summit Relative m Access Agreement Date: Wednesday,September zz' 20222:30:36pM Attachments: Col for Workers ComD.Dd Summit CAUTION � Brian, Attached is the [O| for Workers Comp for Summit. | have confirmed that Fortress does not carry 1� U VV[ This i� dueto thefactthat vvork i� coordinated bythe Summit endtyon beha|fof Fortreo. 2 Similarly, Summit carries the Auto coverage. The coverage limits are noted in Section Bofthe n- Summit [Oi Please let us know if there are any questions or concerns, and thank you for your help with this. LO � 0 � KATIE sTAINGLIE mF cmu14m1E1L uL 3e0 NOIRTm 01RAINGIE AVENUE | sm|TIE 1400 � ORLANDO. FIL 32801 ~� r4oT 66e 430e p4oT 425 8377 ��� ����� From: Bradley-Brian <Brad|ey-Brian@Monroe[ounty-FLGov> Sent: Friday, September l6, 2U222:3SPM LO CN To: Kate Stan8|e <Kate.Stan8|e@ne|sonmu||ins.com>; DiNovo-Joseph <DiNovo ^ ]oseph@ Monroe[ounty-FL.Gov> Cc: Shi||in8er-Bob <Shi||in8er-Bob@ Mon roe[ounty-FLGov>; Wilson-Kevin <VVi|son Q w Kevin@ Monroe[ounty-FL.Gov>; Fred Sprin8er<fsprin8er@bmo|avv.com> Subject: RE: Col for Fortress Secured/Summit Relative to Access Agreement | need to see workers comp for the two entities. � Also, does fortress have Automotive liability? Brian Bradley ARM, R[WL0. FCR[W