02/15/2023 Agreement Execution Version
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
("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
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 Wi-fi Inc. ("Sugarloaf Wi-fi Inc.") to construct additional
improvements and locate equipment needed to support a cell tower (the "Cell Tower Facilities");
and
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,
WHEREAS,County published notice of its receipt of the proposal and solicited competing
offers for the Project; and,
WHEREAS, having received no competing offers, County undertook negotiations with
Developer as authorized by Section 255.065(5)(c), Florida Statutes; and,
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
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
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
1. Pre-Development Generally.
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
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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");
(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);
(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
on the design or associated lease terms for the Cell Tower Facilities;
(vi) despite Pre-Development Activities, the Project fails to be granted
necessary approval by any government exercising regulatory jurisdiction over the Project;
and
(vii) the effective date of the termination of this Agreement by mutual agreement
of the Parties.
(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
to Developer.
(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.
(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-
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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
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
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
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
in the Pre-Development Budget is not exceeded;provided,however, if Developer desires to spend
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
Pre-Development Budget.
(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
responsible for payment of any fees, charges, rents, licenses, costs, expenses, reimbursements or
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
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
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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
shall deliver a copy of each Professional Design Agreement to County no later than 10 calendar
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
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
that may impact County or the feasibility, cost or schedule for the design, permitting, financing
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.
(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.
(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
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
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 Closing 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
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
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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.
5. Ownership of Work Product. All Work Product created by or through Developer
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.
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,
and cable installations and other assets,property, equipment, infrastructure and systems necessary
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
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, apprise County of progress, and solicit County input, feedback, and
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
30% and 60% design plans and specifications, Developer shall provide financing proposals for
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 point-of-contact for County
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
responsible for the further dissemination of information to their respective interested persons.
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8. Compliance.
(a) Licenses. Developer agrees to use and require each of its development team
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,
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.
9. Default.
(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,
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,
representatives, successors and assigns (the "County Indemnitees") from and against any and all
claims, actions, suits, proceedings, investigations, audits, losses, liabilities, penalties, fines,
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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
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,
disability benefit or other employee benefit acts.
11. Notices. Any notice, demand, request, consent, approval or other communication
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
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
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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
Email Wilson-kevin@monroecounty-fl.gov
With a copy to: Joseph X. DiNovo
Assistant County Attorney
Monroe County
1111 12th Street, Ste. 408
Key West, FL 33040
Email dinovo-joseph@monroecounty-fl.gov
If to Developer Fortress Secured, LLC
421 S. Summerlin Avenue
Orlando, FL 32801
Attn: John O'Grady
Email john@fortresssecured.com
With a copy to: Nelson Mullins
390 N. Orange Avenue, Ste. 1400
Orlando, FL 32801
Attn: Kate Stangle
Email kate.stangle@nelsonmullims.com
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
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 I $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
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
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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.
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
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
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,
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
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
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.
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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
defined by Florida law. Any public record is subject to inspection and copying unless exempted
under Chapter 119, Florida Statutes, or as otherwise provided by law.
In accordance with §119.0701, Florida Statutes, Developer, when acting on behalf of
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
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
duration of this Agreement and following completion of this Agreement if Developer does not
transfer the records to County. Upon the completion of the Agreement, Developer shall transfer,
at no cost, to County all public records in the possession of Developer and shall destroy any
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
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,
B RADLEY-B RIAN@MONROECOUNTY-FL.GOV.
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
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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
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.
MONROE COUNTY, FLORIDA
MOYvbIFNOE COUNTY ATTORNEYS OFFICE
APPROVED A'S TO SOFT
yPH DIONOVO
µ�
T"A+NT C41h I T"Y ATTORNEY Roman Gastesi
DATE- 1-03-2023 , County Administrator
Date: March 6 2023
FORT EC D,
By
Date:
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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
Environmental Corporation of America Inc. $4,690
2. Geotechnical Report
Wingerter, Inc.$8,875
3. Survey
Reece&White, Inc. $3,720
4. Civil Engineering
Saltz Michelson Architecture, LLC(included in Architectural cost)$98,490
5. Hardscape and Landscape Design
Saltz Michelson Architecture, LLC$37,490
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
Saltz Michelson Architecture, LLC (included above)
9. Permitting&Fees
Monroe County, Inc. $TBD
10. Traffic Analysis
TBD, Inc. $12,000
H. Legal
Nelson Mullins$25,000
12. Design Review Fees
Universal Engineering$15,000
13. Concept Phase
Summit Construction Management Group, LLC, Inc. $28,000
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Exhibit B
Pre-Development Activity Schedule and Anticipated Monthly Budget
Total
Category Budget Dec 30 Jan 30 Feb 30 March 30 Expenditures
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
pe $37,490 $0.00 $12,496.67 $12,496.67 $12,496.67 $37,490
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
8.Design Dev ASMEP INC
9.Permitting & Fees TBD
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
12.Review Fees $15,000 $0.00 $1,000 $6,000 $8,000 $15,000
13.Conceptual Phase $28,000 $7,000 $7,000 $7,000 $7,000 $28,000
TOTAL $618,266.00 $87,382.50 $178,722.50 $175,080.00 $177,080.00 $618,265.00
13
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
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
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
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),
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.
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
by Consultant. Any available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to County.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
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
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).
14
Execution Version
December 22, 2022
Primary Coverage
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
contribute with it.
Notice of Cancellation
Each insurance policy required above shall state that coverage shall not be canceled, except with
notice to County.
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
subrogation, but this provision applies regardless of whether or not County has received a waiver
of subrogation endorsement from the insurer.
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
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.
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.
15
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.
16
Client#: 1628014 SUMMICON18
DATE(MM/DD/YYYY)
ACORDTM CERTIFICATE OF LIABILITY INSURANCE 103/02/2023
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 Lisa Keelor
NAME:
USI Insurance Services, LLC PHONE g04 351-7450 FAx
A/C,No,Ext: A/C,No):
4600 Touchton Rd Ste 275 E-MAIL ADDRESS: lisa.keelor@usi.com
Jacksonville, FL 32246
INSURER(S)AFFORDING COVERAGE NAIC#
904 450-4700 INSURER A:National Fire Insurance Co.of Hartford 20478
INSURED INSURER B:Continental Insurance Company 35289
Summit Construction Management Group
INSURER c:Berkley Assurance Company 39462
421 South Summerlin Ave
INSURER D:
Orlando, FL 32801
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
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
LTR INSR WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY
A X COMMERCIAL GENERAL LIABILITY X X 7012202681 2/24/2023 02/24/2024 EACH OCCURRENCE $1,000,000
CLAIMS-MADE 4 OCCUR PREMISES(Ea oNcur ence $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 X JECT LOG PRODUCTS-COMP/OPAGG $2,000,000
OTHER: $
B AUTOMOBILE LIABILITY X X 7012202695 2/24/2023 02/24/202 COMBINED SINGLE LIMIT
Ea accidentS1,000,000
X ANY AUTO BODILY INJURY(Per person) $
OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $
HIRED NON-OWNED PeOra c TYDAMAGE
AUTOS ONLY AUTOS ONLY
B X UMBRELLA LIAB X OCCUR X X 7012202700 2/24/2023 02/24/2024 EACH OCCURRENCE $1 O 000 000
EXCESS LIAB CLAIMS-MADE AGGREGATE $1 O 000 000
DED I X RETENTION$$1 O OOO $
WORKERS COMPENSATION PER OTH-
AND EMPLOYERS'LIABILITY Y/N TATUTE ER
ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $
OFFICER/MEMBER EXCLUDED? ❑ N/A
(Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $
If yes,describe under
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $
C Professional PCAB50214730223 2/24/2023 02/24/202 $1 m Ea Claim/$2m Agg
A Equip-Rent/Leased 7012202681 2/24/2023 02/24/202 $35,000 per Item/ACV
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required)
Monroe County Board of County Commissioners is Additional Insured under the terms and conditions of the
General Liability policy when required by written contract.30 days Notice of Cancellation to certificate
holder. APPROVED BY RISK MANAGEMENT
DATE 3/6/2023- ...
WAIVER N/A YES
CERTIFICATE HOLDER CANCELLATION
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 rights reserved.
ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD
#S39269905/M39269857 LXKEQ
CI ient#: 1865436 FORTRSEC
DATE(MM/DDNYYY)
ACORDTM CERTIFICATE OF LIABILITY INSURANCE 1 2/10/2023
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 Lisa Keelor
NAME:
USI Insurance Services, LLC PHONE g04 351-7450 FAx
A/C,No,Ext: A/C,No):
4600 Touchton Rd Ste 275 E-MAIL ADDRESS: lisa.keelor@usi.com
Jacksonville, FL 32246
INSURER(S)AFFORDING COVERAGE NAIC#
904 450-4700 INSURER A:Houston Specialty Insurance Company 12936
INSURED INSURER B:
Fortress Secured, LLC
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
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
LTR INSR WVD POLICY NUMBER MM/DDNYYY MM/DDNYYY
A X COMMERCIAL GENERAL LIABILITY X X ESBHSG000090200 1/29/2023 01/29/2024 EACH OCCURRENCE $1,000,000
CLAIMS-MADE 4 OCCUR PREMISESOEa oNcur ence $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 JECOT LOG PRODUCTS-COMP/OP AGO $included
OTHER: $
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
Ea accident
ANY AUTO BODILY INJURY(Per person) $
OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $
r—PR
HIRED NON-OWNED PeOra E TYDAMAGE $
AUTOS ONLY AUTOS ONLY
UMBRELLA LIAB OCCUR EACH OCCURRENCE $
EXCESS LIAB HCLAIMS-MADE AGGREGATE $
DED RETENTION$ $
WORKERS COMPENSATION PER OTH-
AND EMPLOYERS'LIABILITY Y/N TATUTE ER
ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $
OFFICER/MEMBER EXCLUDED? ❑ N/A
(Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $
If yes,describe under
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required)
Certificate Holder is shown as an Additional Insured under the terms and conditions of the General
Liability policywhen required by written contract. A Waiver of Subrogation applies. Coverage is Primary
and Non-Contributory. APPROVED BY RISK MANAGEMENT
BY rI
DATE 3/6/2023
WAIVER N/A YES
CERTIFICATE HOLDER CANCELLATION
Monroe Count BOCC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
1100 Simonton Street ACCORDANCE WITH THE POLICY PROVISIONS.
Key West, FL 33040
AUTHORIZED REPRESENTATIVE
@ 1988-2015 ACORD CORPORATION.All rights reserved.
ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD
#S39011578/M38952682 MYUZP
From: Kate Stangle
To: Bradley Brian; DiNova Joseph
Cc: Shillinger-Bob;Wilson-Kevin; Fred Springer
Subject: RE: COI for Fortress Secured/Summit Relative to Access Agreement
Date: Wednesday,September 21, 2022 2:30:36 PM
Attachments: COI for Workers ComD.Ddf
Summit COI"s.Ddf
CAUTION
Brian,
Attached is the Col for Workers Comp for Summit. I have confirmed that Fortress does not carry
WC.This is due to the fact that work is coordinated by the Summit entity on behalf of Fortress.
Similarly, Summit carries the Auto coverage. The coverage limits are noted in Section B of the
Summit Col.
Please let us know if there are any questions or concerns, and thank you for your help with this.
KA'rIEn S"rANGIL.IEn 0 Im C 0 L I INNS E 11",.
k;:s�..s„E;:suNswll , >uN ,IIs„aauNirvnu.ullllii�
390 N o IP r Ili ORANGE A V IE N U IE I suiirlE 1400
OIPIL.ANDO„ IF IL. 328011
o° 407.669 430 �= 407.426.8377
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From: Bradley-Brian <Bradley-Brian@MonroeCounty-FL.Gov>
Sent: Friday, September 16, 2022 2:35 PM
To: Kate Stangle <Kate.Stangle@nelsonmullins.com>; DiNovo-Joseph <DiNovo-
Joseph@MonroeCounty-FL.Gov>
Cc: Shillinger-Bob <Shillinger-Bob@ Mon roeCounty-FL.Gov>; Wilson-Kevin <Wilson-
Kevin@MonroeCounty-FL.Gov>; Fred Springer<fspringer@bmolaw.com>
Subject: RE: Col for Fortress Secured/Summit Relative to Access Agreement
I need to see workers comp for the two entities.
Also, does fortress have Automotive liability?
Brian Bradley ARM, RMLO, FCRM