12/13/2023 Interlocal Agreement Kevin Madok, CPA
..., b...4y Clerk of the Circuit Court& Comptroller --.Monroe County, Florida
DATE: December 22, 2023
TO: Beth Ixto, All-ports
Business Manager
FROM: 1'arriela G. IIKriwoeh C.
SUBJECT: December 1I3"' I;OC C, NIeeting
Auaclrc(I arcs electronic copics of tlrc f«llowirrg iterrrs for yorrr I land III Ig:
12 Interlocal Agrcerricrrt witli Ilse Iltility Boar(I of the City of Hey West, Florida fcrr an
underground I'ccdcr extension providing redundant power 1'ecd to the Key West Intc:rnatiorial
Airport irr d ic: mnount of$1,500,000.00 lot- materials Kaki general construetion (I)ltrs an a(ldit:iorral
not to cxccc(I arnc>urrt of$250,000.00 for enviroirrrrental r I'll ti�;ation if,required by Irerrrrit), to be
funded froin l,,YW Concourse A h'D(;T Grant G2090 (5QXo) an(l Airport 12eventic Bonds (50%).
I3 IA:rs(: Arncnelincrrt No. 2 witlr tic I suited States of America (GSA) adding;',III
additional 1,701 square 1'ect:of ollrce :urd related space:, at dic Key West Internatiorra.l Airport for.
occupancy and use by die Transportatio n Security Administration (1;SA). 1'1(°ase be sure°to sciul a
copy ol,tlrc MIA" onc•c,JA'17) (1 bays the govemincrrt:
14 Orr-Airport 1,and I,case (1-AA Contract No. 690IX.4-23-I_,-00089) witlr tic United
Stairs ol'Amcrica 17eparoilent of''Yransportatloll 1�'cdcral Aviation Adirrirristrat�iorr lcrr the Air
'I"raflrc (.'oiitr-ol'l'crwcr locatc(I at the Ivey Wcst Iritcrmitional Airport. 1'lca.sca be win, to,sewl;i
doll,o,tlrc billy c'Vecule(Ileasc o1jc:~c si4r)c(l b)J'tlxc�g-oventment.
16 'I'bird Amendment to Master Lease Agreement between Coast 1110, L,I.,(' (d,4r/a
Maratlrcrn General Aviation) revising the milestone dates (flat the 1130 must submit plans,
specifications arr(I coiltrrrcnce construction, at 1110s sole expense, ofa nc;.ry F110 Operations
Center ern vacant land at the hlorida Keys Maratlion Intcriiaticrrial Airport and leasing 62 barking
spaces at the Airport to the 1i;110 at dic rate ol'two dollars (`' .00) per parking space per day.
17 Second Arnen(hnerrt to tlrc Master ljixcd Based Operation (11io ) I case
Agtrecrnent Willi Grantair Service°, III(,. an(I Marathon Aviation Asscrciales, revising rnrlestcrne elates
for tlic I,'130 to relocate and construct, at 1�110s sale cx1mise, a new fuel f r:rrn curd removing the
requirement fcrr construction oI'a rrew lmnpr complex at the:, Florida Keys Maratlio n International
Airport.
Slioul(l you have any questions Incase 1'ecl irec to contact me at (305) 292-3550.
cc: C' runty Attorney
1{irrarrcre
I"ile
KEY WEST MARATHON PLANTATION KEY
500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway
Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070
INTERLOCAL AGREEMENT
BETWEEN
THE UTILITY BOARD OF THE CITY OF KEY WEST, FLORIDA
AND
MONROE COUNTY, FLORIDA
FOR
UNDERGROUND FEEDER EXTENSION PROVIDING REDUNDANT
POWER FEED
TO
THE KEY WEST INTERNATIONAL AIRPORT
THIS INTERLOCAL AGREEMENT is entered into this 13th day of
December,2023 by and between the UTILITY BOARD OF THE CITY OF KEY
WEST, FLORIDA D/B/A KEYS ENERGY SERVICES, a municipal utility created
and existing pursuant to the laws of the State of Florida ("KEYS"), and MONROE
COUNTY, FLORIDA (COUNTY), a political subdivision of the State of Florida.
WITNESSETH
WHEREAS, Key West International Airport ("EYW"), located at 3491 S.
Roosevelt Boulevard, Key West, Florida, is owned and operated by the COUNTY,
and provides air carrier service to hundreds of thousands of passengers annually; and
WHEREAS, notwithstanding the references to "COUNTY", all payments
made pursuant to this Agreement by the COUNTY, as the owner and operator of
EYW, shall be made from the Airport Enterprise fund; and
WHEREAS, EYW is a vital transportation resource for Monroe County
residents and visitors, and supports the economic engine of tourism within the City
of Key West and Monroe County; and
WHEREAS,EYW serves as an entry point for medical supplies, contractors,
emergency response personnel, and other aid for the Lower Keys in the event of
declared emergencies, such as hurricanes; and
WHEREAS,reliable electric service is vital to sustaining operations at EYW;
and
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WHEREAS, EYW has expressed a paramount interest in establishing power
delivery redundancy and natural disaster resiliency to minimize interruptions in the
operations of EYW; and
WHEREAS,KEYS is the municipal electric utility serving the lower Florida
Keys, and provides electricity within the City of Key West, including to EYW; and
WHEREAS, EYW currently receives electricity via a single distribution
feeder located to the East of EYW, and power interruption on this feeder may result
in extended outages affecting EYW; and
WHEREAS, the establishment of a connection between EYW and a second
feeder (the "Redundant Feeder") will provide redundancy in power supply, and
enable KEYS to switch between the existing feeder and the Redundant Feeder in the
event of a planned or unplanned outage, with the goal of decreasing outage
frequency and duration; and
WHEREAS, KEYS recognizes that installation of the Redundant Feeder
provides benefits to KEYS' other customers, as well as EYW; and
WHEREAS,the path contemplated for the Redundant Feeder will be directly
along the "Bridle Path", located immediately North of South Roosevelt Boulevard,
which has cultural,historical,and ecological significance,including nature paths and
salt pond observation decks for the Riggs Wildlife Refuge; and
WHEREAS,the connection to the Redundant Feeder requires the installation
of approximately 4,800 linear feet of underground conduit and cable in order to
connect a switch on the main feeder to a point on the Redundant Feeder Southwest
of the airport at the terminus of Roosevelt Boulevard; and
WHEREAS, EYW is in the process of improving its facilities and has
preliminarily requested KEYS to perform certain work within EYW's property in
order to accommodate the improvements (the "Line Extension"); and
WHEREAS, the Line Extension is not subject to this Agreement and will be
addressed pursuant to separate agreement.
NOW, THEREFORE, in consideration of the mutual covenants set forth
herein, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, KEYS and COUNTY enter into this Agreement to
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govern their participation in the installation of an underground Feeder Extension as
set forth herein.
ARTICLE 1 —RECITALS
The foregoing recitals are true and correct and are incorporated herein by
reference.
ARTICLE 2 —PROJECT CONCEPT AND SCOPE
KEYS provides power to EYW through its electric grid via a single 13.8 kV
distribution feeder, Feeder 9, which originates in the Kennedy Drive Substation.
Feeder% like all distribution feeders, is susceptible to brief outages caused by faults
created by events such as lightning, animals and trees. Because there is currently no
redundant feeder serving EYW, equipment failure or planned equipment upgrades
may cause lengthier outages lasting several hours while the feeder fault is cleared.
The extension of Feeder 5, a 13.8kV distribution feeder which originates in the
Thompson Street Substation, to EYW (the "Feeder Extension"), will constitute the
Redundant Feeder to EYW, reducing the number and the duration of power outages.
KEYS will design the Feeder Extension to run above ground from the existing
Thompson Street Substation Feeder 5 (which currently terminates at the West end
of South Roosevelt Boulevard), through the Bridle Path to a location nearby a to-be-
installed stormwater pump, and then underground to a connection on Feeder 9 near
Nancy Cherry Lane. Such design will generally conform to the depiction in the
Feeder Extension Map in Exhibit "A" and Proposed Payment Schedule set forth in
Exhibit`B", attached hereto and incorporated herein.
KEYS will develop a detailed design for the Feeder Extension, apply and obtain
permits and approvals for the necessary work,procure all materials and construction
crews, and provide project management for the installation and energization of the
Feeder Extension as set forth herein.
KEYS estimates, but does not warrant, that the total completion time for the Feeder
Extension will be approximately two years from the date of approval. The estimated
completion time includes six months for planning, permitting and procurement; and
eighteen months for material procurement, construction, inspection and
energization. KEYS will utilize best efforts to adhere to the Proposed Payment
Schedule set forth in Exhibit "B".
ARTICLE 3 —INSTALLATION AND MAINTENANCE
KEYS will install or cause to be installed all equipment necessary to complete
the construction of the Feeder Extension, including all interconnection and controls
necessary for energization and operation. KEYS will be solely responsible for future
repairs and maintenance of the Feeder Extension.
ARTICLE 4 —TITLE AND OWNERSHIP
Title to, and complete ownership and control over the Feeder Extension, shall
be vested in KEYS, and KEYS shall have the right to use the same for the purpose
of service to other customers, or for other purposes in its sole discretion.
ARTICLE 5—PARTY RESPONSIBILITIES
5.1 PROCUREMENT. Purchases of material, equipment, and, where
KEYS determines in its sole discretion to perform any portion of the work described
herein by utilizing a third-party contractor, such services, shall be procured pursuant
to requests for proposals, requests for qualifications, or other procurement
mechanisms consistent with KEYS' procurement policies and applicable state
regulations.
5.2 EASEMENTS AND RIGHTS. KEYS, or its duly procured contractors
or agents, will obtain any and all easements and all rights, permits and privileges
which KEYS deems necessary or expedient for the rendering of electric service to
EYW or the installation of the Feeder Extension. COUNTY shall reasonably
cooperate with KEYS in the granting and obtainment of easement and/or access
rights over EYW or other COUNTY property which KEYS deems necessary or
expedient to effectuate the Feeder Extension. If KEYS is reasonably unable to obtain
any rights, permits, and/or privileges which it deems necessary to complete the
Feeder Extension, both parties shall be relieved of their obligations under this
Agreement. In the event any third party requires compensation for easement rights
which KEYS deems necessary, KEYS will provide written documentation to
COUNTY sufficient for COUNTY to understand the required compensation, and
COUNTY and KEYS shall negotiate in good faith an allocation of financial
responsibility. In the event that KEYS and COUNTY do not agree to an allocation
of financial responsibility within 30 days after presentation of documentation by
KEYS, both parties shall be relieved of their obligations under this Agreement.
5.3 ENGINEERING AND DESIGN. KEYS, or its duly procured
contractors or agents,will design the Feeder Extension, in general conformance with
the conceptual drawing attached as Exhibit "A" and in compliance with all
applicable regulations. The parties recognize that physical deviations from the
conceptual drawing may be necessary to address physical and legal concerns
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including but not limited to permit conditions, easements and/or rights of use, or
physical constraints such as subsurface conditions.
5.4 PERMITTING. KEYS, or its duly procured contractors or agents, will
obtain all necessary permits and approvals from the City of Key West, Monroe
County and any other governmental entities of competent jurisdiction necessary to
construct the Feeder Extension. Notwithstanding the foregoing, if KEYS is
reasonably unable to obtain any such permits and/or approvals,KEYS may terminate
this Agreement and shall refund to COUNTY any sums remitted by COUNTY to
KEYS hereunder.
5.5 CONDUIT INSTALLATION. KEYS, or its duly procured contractors
or agents, will install underground conduit sufficient to complete the Feeder
Extension.
5.6 PRIMARY CABLE AND CONNECTIONS. KEYS, or its duly
procured contractors or agents, will install all necessary primary cable and make
necessary connections between the existing feeder and the Feeder Extension.
5.8 PROJECT MANAGEMENT. KEYS will provide construction
management to ensure expeditious completion. KEYS will give due consideration
to any suggestions provided by COUNTY representatives, but, with respect to
construction occurring other than on EYW property, shall not be bound by such
suggestions. KEYS shall accommodate reasonable requests related to construction
management with respect to construction occurring on EYW property. Any
additional costs incurred as a result of KEYS' accommodation of such requests shall
be fully prior communicated to COUNTY, in writing, and shall be borne by
COUNTY.
ARTICLE 6 —PROCEEDING WITH WORK
6.1 FEEDER EXTENSION PRELIMINARY DESIGN. KEYS will
commence preliminary design of the Feeder Extension under the terms herein upon
COUNTY and KEYS approval of this Agreement.
6.2 FEEDER EXTENSION PHASE 1. After the preliminary design of the
Feeder Extension has been completed by KEYS (at no expense to COUNTY) and
approved by KEYS' General Manager & CEO and Monroe County Executive
Director of Airports, KEYS will proceed to Phase 1, consisting of the categories of
work set forth within that category in Exhibit "B", attached hereto and incorporated
herein. KEYS will procure all third-party services it deems necessary or desirable to
complete Phase 1 at KEYS' expense.
6.3 FEEDER EXTENSION PHASE 2.Upon completion of Phase 1,KEYS
will proceed to Phase 2, consisting of the categories of work set forth within that
category in Exhibit `B". KEYS will procure all third-party services and materials it
deems necessary or desirable to complete Phase 2 on a not-to-exceed or flat-fee
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basis. In the event the aggregate cost of all services and materials required to
complete Phase 2, as procured by KEYS, does not exceed the Phase 2 Total Cap
(without respect to environmental costs, as addressed in Article 7.3) set forth in
Exhibit"B", $1,500,000, KEYS will enter into the appropriate contracts and execute
Phase 2 to completion. In the event the aggregate cost of all services within Phase 2,
as procured by KEYS, exceed the Phase 2 Total Cap (without respect to
environmental costs, as addressed in Article 7.3), $1,500,000, KEYS will provide
documentation sufficient to COUNTY to allow COUNTY to understand the
aggregate cost, and KEYS and COUNTY shall negotiate in good faith an allocation
of financial responsibility for costs exceeding the Phase 2 Total Cap prior to KEYS
entering into the appropriate contracts. In the event that KEYS and COUNTY do not
agree to an allocation of financial responsibility for costs exceeding the Phase 2 Total
Cap within thirty (30) days after presentation of documentation by KEYS, both
parties shall be relieved of their obligations under this Agreement.
ARTICLE 7 —COSTS AND PAYMENT
7.1 GENERAL RESPONSIBILITIES FOR DEVELOPMENT AND
FEEDER EXTENSION. KEYS will be responsible for all costs associated with
preliminary design, the procurement process, project management, development of
final design documents, drawings, blueprints, surveys, environmental review, and
permitting/right of way. COUNTY will be responsible for equipment,materials, and
labor associated with the conduit installation, cable installation, connection to
existing feeder, site restoration, and all other costs related to such activities.
7.2 KEYS LABOR AND STOCK MATERIALS. KEYS may, at its
discretion, provide labor or materials for use in the design of the Feeder Extension.
Any engineering labor provided by KEYS' personnel shall be provided at no cost to
COUNTY. KEYS may, at its discretion, provide labor and materials for
construction, provided the provision of such labor and materials shall not cause the
total cost of Phase 2 to exceed the Phase 2 Total Cap (Excluding Phase 2
Environmental) set forth in Exhibit `B". Provision by KEYS of labor and materials
for construction which would cause the total cost of Phase 2 to exceed the Phase 2
Total Cap (Excluding Phase 2 Environmental) is subject to prior approval of
COUNTY. Any line work/construction labor provided by KEYS and any stock
materials provided by KEYS in furtherance of the completion of Phase 2 shall be
billed to COUNTY at KEYS' actual and acquisition cost. Such costs shall be
included within documentation provided to COUNTY as set forth in Article 6,
herein, if provision of documentation is required under Article 6.
7.3 ENVIRONMENTAL COSTS. A cost of $250,000 is listed within
Phase 2 amounts, but for purposes of calculations pursuant to Article 6.3 and this
Article is not included within Phase 2 costs. COUNTY will be responsible for the
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cost of any environmental actions required to be undertaken as a condition precedent
to receipt of any permit or approval necessary to construct the Feeder Extension,not
to exceed $250,000.00, but shall not be responsible for any remediation/mitigation
costs or penalties resulting from violation by KEYS or its contractors of applicable
environmental regulations or non-compliance with any permit or approval. In the
event Phase II environmental costs over $250,000 are required to be incurred (not
including remediation/mitigation costs arising from violation, as set forth above),
KEYS will provide documentation to COUNTY sufficient for COUNTY to
understand the aggregate cost prior to KEYS incurring the costs. KEYS and
COUNTY shall negotiate in good faith an allocation of financial responsibility for
costs exceeding $250,000. In the event that KEYS and COUNTY do not agree to an
allocation of financial responsibility for costs exceeding $250,000 within 30 days
after presentation of documentation by KEYS, both parties shall be relieved of their
obligations under this Agreement.
7.4 APPLICATION AND PAYMENT. KEYS has developed a
preliminary budget of$1,700,000 (excluding Phase II environmental costs), as set
forth on Exhibit `B", attached hereto and incorporated herein. KEYS will remit to
COUNTY Applications for Payment,including the actual cost of materials delivered
and services performed, as set forth herein. All applications for payment remitted to
the COUNTY shall be delivered to the EYW business office at 3491 South
Roosevelt Blvd. KEYS will use best efforts to, but does not warrant, that
Applications for Payment will be tendered in approximate conformance with the
Proposed Payment Schedule set forth in Exhibit `B":
1) Feeder Extension Phase I: Final Design/Planning/Permitting(KEYS Cost
as set forth in Exhibit "B"): Engineering Design/Drawings/ Blueprints,
Surveys, Environmental Review, Permitting/Right-of-Way, Easement Rights
2) Feeder Extension Phase II: Construction (EYW/KEYS Costs as set forth
in Exhibit "B"): General Electrical, Materials, Development of Bidding
Documents, Program Administration, Inspections
COUNTY payments made pursuant to this Agreement shall be made from the EYW
airport enterprise fund. COUNTY shall make payment in accordance with the
Florida Local Government Prompt Payment Act. KEYS shall submit to COUNTY
invoices with supporting documentation acceptable to the Monroe County Clerk of
Court (Clerk), on a MONTHLY schedule in arrears. Acceptability to the Clerk is
based on generally accepted accounting principles and such laws, rules and
regulations as may govern the Clerk's disbursal of funds. COUNTY shall make
payment to KEYS by wire transfer. KEYS shall have no obligation to proceed to
Phase 2 until receipt of full payment under the Application for Payment for Phase 1.
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7.5 FUTURE CONNECTIONS, REIMBURSEMENT The Parties
recognize that nine other properties ("Potential Newly Fed Properties"), as set forth
in Exhibit "C" attached hereto and incorporated herein, may in the future receive
service primarily by use of the Redundant Feeder. In the event the owner of a
Potential Newly Fed Property establishes electric service as of a date which is within
thirty-five (35) years after the Effective Date of this Agreement, and such use
reasonably requires primary use of the Redundant Feeder, KEYS will charge such
owner a share of the total cost paid to KEYS by COUNTY pursuant to this
Agreement which is attributable to materials and installation cost of underground
service from the sectionalizer cabinet near 2601 S. Roosevelt Boulevard to the
property line of 3491 S. Roosevelt Boulevard. KEYS will bill each such Potential
Newly Fed Property, as a condition precedent to the establishment of electric service
to such property, one tenth (1/10) of such cost. Upon receipt of such funds, KEYS
shall be entitled to retain 15% as an administrative fee and, within thirty (30) days,
remit to COUNTY the remaining 85% of the amount actually received.Upon receipt
by COUNTY, said funds shall be deposited in the EYW airport enterprise fund.
KEYS shall have no obligation to collect any sums from the owner of any Potential
Newly Fed Property who establishes electric service reasonably requiring primary
use of the Redundant Feeder as of a date which is more than thirty-five (35) years
from the Effective Date. COUNTY acknowledges that there is no guaranty that any
Potential Newly Fed Property will establish electric service under these terms, and
thereby no guaranty that any reimbursement will be remitted. COUNTY further
acknowledges and agrees that any right to reimbursements is not personal to
COUNTY but rather will automatically run with title to the property located at 3491
S. Roosevelt Boulevard. KEYS will remit any amount required to be remitted
pursuant to this Section 7.5 to the record owner of 3491 S. Roosevelt Boulevard as
of the date the payment is received by KEYS.
ARTICLE 8 —INDEMNIFICATION AND SOVEREIGN IMMUNITY
COUNTY and KEYS, as political sub-divisions of the State of Florida, as
defined in Section 768.28, Florida Statues, agree to be fully responsible to the limits
set forth in such statute for their own negligent acts or omissions, or intentional
tortious acts, which result in claims or suits against them, and agree to be liable to
the statutory limits of any damages proximately caused by said acts or omissions, or
intentional tortious acts. Nothing contained in this Agreement shall be construed to
be a waiver by either party of any protections under sovereign immunity, Section
768.28 Florida Statutes, or any other similar provision of law. Nothing contained
herein shall be construed to be a consent by either party to be sued by third parties
in any matter arising out of this or any other Agreement.
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ARTICLE 9 —NOTICES
Any notice permitted or required by the Agreement shall be in writing and shall
be either delivered in person, mailed by United States Mail, certified with return
receipt requested and all postage prepaid, or delivered by Federal Express, UPS or
other widely recognized overnight courier service. Notices sent by mail shall be
effective on the third business day following postmark, whether or not actually
received, if properly addressed with postage prepaid. Notices delivered in person
shall be effective upon delivery. Notice sent overnight courier services, properly
addressed with all charges prepaid, shall be Effective at noon on the next business
day following placement of the notice in the hands of the courier service for delivery.
Notices shall be given to the following addresses or such other addresses as the
parties may specify in writing from time to time during the term.
To KEYS:
Director of Engineering
Keys Energy Services
PO Box 6100
Key West, FL 33040
To COUNTY:
Director of Airports and Monroe County Attorney's Office
Key West International Airport 1111 121 Street, Suite 408
3491 S. Roosevelt Blvd. Key West, Fl. 33040
Key West, FL 33040
ARTICLE 10 —TERMINATION AND AMENDMENT
10.1 TERMINATION FOR CONVENIENCE. This Agreement may be
terminated in whole by either party whenever, for any reason, the party determines
that such termination is in its best interest. Termination shall be effected
by delivery to the non-terminating party of a written notice of termination at least
sixty (60) days prior to the termination effective date. If such termination is effected
by KEYS, KEYS shall refund to COUNTY all sums received by KEYS from
COUNTY up to the date of termination, and shall bear sole responsibility for all
expenses incurred by KEYS as a result of this Agreement, including but not limited
to site restoration and monetary obligations incurred under third party contracts. If
such termination is effected by COUNTY,KEYS shall, as of the date of termination,
cease all activities hereunder. In such event, COUNTY shall compensate KEYS for
services performed and materials procured or ordered prior to the effective date of
termination, and not reasonably able to be cancelled, together with such costs and
expenses of KEYS which are incurred as a result of the performance of this
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Agreement and which are reasonably unable to be discharged as a result of the
termination, including but not limited to costs of site restoration and monetary
obligations incurred under third parry contracts prior to the effective date of
termination. KEYS shall have no duty to mitigate its damages with regard to
materials ordered prior to the effective date of termination, regardless of when
received.
10.2 DEFAULT AND TERMINATION FOR DEFAULT. Non-compliance
by either party hereto with any of its material obligations to the other party as
provided herein constitutes a default under this Agreement. Upon any such default,
the non-defaulting party shall provide to the defaulting party a written notice of such
default, which notice (a"Default Notice") shall state in reasonable detail the actions
the defaulting party must take to cure the same. The defaulting party shall cure any
such default within 30 days following the date of the Default Notice.
Notwithstanding the provisions of this Section, if any such default by the defaulting
party remains uncured at the conclusion of any specified 30 day cure period, and if
the nature of the defaulting party's obligations are such that more than 30 days is
required to effect cure,then the defaulting party shall not be in default hereunder and
the non-defaulting party shall not have the right to exercise its termination rights
granted herein as a result of any such default,if the defaulting party commences cure
within the applicable cure period and thereafter diligently pursues cure to completion
of performance. In the event the defaulting party fails to affect any required cure
within the time specified herein, the defaulting parry shall be deemed to be in
uncured default hereunder,and the non-defaulting party shall have the right,but shall
not be obligated, upon written Notice to the defaulting party, to terminate the
Agreement. If such Notice is given, this Agreement shall terminate on the date set
forth in the Notice.
ARTICLE 11 —AMENDMENT
This Agreement may be amended only by written instrument signed by an
authorized representative of each of the parties hereto.
ARTICLE 12 — SEVERABILITY
If any term, covenant, condition or provision of this Agreement (or the
application thereof to any circumstance or person) shall be declared invalid or
unenforceable to any extent by a court of competent jurisdiction, the remaining
terms, covenants, conditions and provisions of this Agreement shall not be affected
thereby; and each remaining term, covenant, condition and provision of this
Agreement shall be valid and shall be enforceable to the fullest extent permitted by
law unless the enforcement of the remaining terms, covenants, conditions and
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provisions of this Agreement would prevent the accomplishment of the original
intent of this Agreement. COUNTY and KEYS agree to reform the Agreement to
replace any stricken provision with a valid provision that comes as close as possible
to the intent of the stricken provision.
ARTICLE 13 —ATTORNEY'S FEES AND COSTS
COUNTY and KEYS agree that in the event any cause of action or legal
proceeding is initiated or defended by any party relative to the enforcement or
interpretation of this Agreement, the prevailing party shall be entitled to reasonable
attorneys' fees, court costs, investigative, and out-of-pocket expenses, as an award
against the non-prevailing party, and shall include reasonable attorney's fees, court
costs, investigative, and out-of-pocket expenses in appellate proceedings.
ARTICLE 14 —DISPUTE RESOLUTION
The parties agree that all disputes and disagreements shall be attempted to be
resolved by meet and confer sessions between representatives of each of the parties.
If the issue or issues are still not resolved to the satisfaction of the parties, then any
party shall have the right to seek such relief or remedy as may be provided by this
Agreement or by Florida law.
ARTICLE 15 -- NONDISCRIMINATION
The parties agree that there will be no discrimination against any person, and
it is expressly understood that upon a determination by a court of competent
jurisdiction that discrimination has occurred, this Agreement automatically
terminates without any further action on the part of any party, effective the date of
the court order. The parties agree to comply with all Federal and Florida statutes,
and all local ordinances, as applicable, relating to nondiscrimination. These include
but are not limited to: 1)Title VII of the Civil Rights Act of 1964(PL 88-352),which
prohibit discrimination in employment on the basis of race, color, religion, sex, and
national origin; 2) Title IX of the Education Amendment of 1972, as amended (20
USC §§ 1681-1683, and 1685-1686), which prohibits discrimination on the basis of
sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC § 794),
which prohibits discrimination on the basis of handicaps;4)The Age Discrimination
Act of 1975, as amended (42 USC §§ 6101-6107), which prohibits discrimination
on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-
255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The
Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and
Rehabilitation Act of 1970 (PL 91 616), as amended, relating to nondiscrimination
on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of
1912, §§ 523 and 527 (42 USC §§ 690dd-3 and 290ee-3), as amended, relating to
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confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil
Rights Act of 1968 (42 USC §§ 3601 et seq.), as amended, relating to
nondiscrimination in the sale, rental or financing of housing; 9) The Americans with
Disabilities Act of 1990 (42 USC §§ 12101), as amended from time to time, relating
to nondiscrimination in employment on the basis of disability; 10) Monroe County
Code Chapter 14, Article II, which prohibits discrimination on the basis of race,
color, sex, religion, national origin, ancestry, sexual orientation, gender identity or
expression, familial status or age; and 11) any other nondiscrimination provisions in
any federal or state statutes which may apply to the parties to, or the subject matter
of, this Agreement.
ARTICLE 16 —PUBLIC RECORDS
The parties shall allow and permit members of the public reasonable access
to, and inspection of, all documents, papers, letters, or other materials subject to the
provisions of Chapter 119, Florida Statutes, and made or received by the parties in
conjunction with this Agreement.
ARTICLE 17—THIRD PARTY RELIANCE
No person or entity shall be entitled to rely upon any terms of this Agreement
to enforce or attempt to enforce any third-party claim or benefit contemplated
hereunder, and the parties agree that neither KEYS nor COUNTY or any agent,
officer,or employee of each shall have the Authority to inform,counsel,or otherwise
indicate that any particular individual or group of individuals, entity or entities,have
entitlements or benefits under this Agreement separate and apart, inferior to, or
superior to the community in general or for the purposes contemplated in this
Agreement.
ARTICLE 18 —GOVERNING LAW AND VENUE
This Agreement shall be governed by and construed in accordance with the
Laws of the State of Florida applicable to contracts made and to be performed
entirely in the State. In the event that any cause of action or administrative
proceeding is instituted for the enforcement or interpretation of this Agreement, the
parties agree that venue will lie in the appropriate court or before the appropriate
administrative body in the 16th Judicial Circuit in and for Monroe County, Florida.
ARTICLE 19 —ENTIRE AGREEMENT
This Agreement contains the entire agreement and understanding between the
parties hereto with respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements,understandings, inducements and conditions, express
12
or implied, oral or written, of any nature whatsoever with respect to the subject
matter hereof.
ARTICLE 20 -- COUNTERPARTS
This Agreement shall be executed in two or more counterparts, any of which
shall be regarded as an original and all of which shall constitute but one and the same
instrument.
ARTICLE 21 —BOOKS, RECORDS, DOCUMENTS
KEYS shall maintain all books, records, and documents directly pertinent to
performance under this Agreement in accordance with generally accepted
accounting principles consistently applied. Records shall be retained for a period of
10 fiscal years after completion of the improvement or the termination of this
agreement. Each party to this Agreement or its authorized representatives shall have
reasonable and timely access to such records of each other party to this Agreement
for public records purposes during the term of the Agreement and for five years
following the termination of this Agreement. If an auditor employed by the
COUNTY or Clerk determines that monies paid to KEYS pursuant to this
Agreement were spent for purposes not authorized by this Agreement, or were
wrongfully retained by the KEYS, KEYS shall repay the monies together with
interest calculated pursuant to Sec. 55.03, of the Florida Statutes, running from the
date the monies were paid by COUNTY. Such return shall not preclude the
availability or exercise of any available legal or equitable remedies related to the
disposition of such monies by KEYS.
ARTICLE 22 —NO PERSONAL LIABILITY
No covenant or agreement contained herein shall be deemed to be a covenant
or agreement of any member, officer, agent or employee of KEYS or COUNTY in
his or her individual capacity, and no member, officer, agent or employee of KEYS
or COUNTY shall be liable personally on this Agreement or be subject to any
personal liability or accountability by reason of the execution of this Agreement.
ARTICLE 23 — SECTION HEADINGS
Section headings have been inserted in this Agreement as a matter of
convenience of reference only, and it is agreed that such section headings are not a
part of this Agreement and will not be used in the interpretation of any provision of
this Agreement.
ARTICLE 24 —MUTUAL REVIEW
13
""niis agreement has been carefully reviewed by KEYS and EYW, therefore
,,,,,,,,,-this agreement is not to be construed against either party on the basis of authorship.
WITNESS WHEREOF, the parties hereto have duly executed this First
as of the date first above written.
ti
c� MOi'Iw,l./E COUNTY, FLORIDA
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