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Item R12 R12 BOARD OF COUNTY COMMISSIONERS COUNTY of MONROE �� i Mayor Holly Merrill Raschein,District 5 The Florida Keys Mayor Pro Tern James K.Scholl,District 3 Craig Cates,District 1 Michelle Lincoln,District 2 ' David Rice,District 4 Board of County Commissioners Meeting July 17, 2024 Agenda Item Number: R12 2023-2698 BULK ITEM: No DEPARTMENT: Administration TIME APPROXIMATE: STAFF CONTACT: Joe DiNovo (305)292-3470 AGENDA ITEM WORDING: Approval of a resolution acknowledging receipt of an unsolicited proposal pursuant to 255.065, Florida Statutes, from Fortress Secured to design and construct a new fire station for Monroe County at the current location of the Sugarloaf Volunteer Fire Department's Station 10; determining that the Proposal meets the criteria set forth in Subsection 255.065(3)(c)(1-5), Florida Statutes; concluding that the proposal is in the public's interest pursuant to Subsection 255.065(3)(f), Florida Statutes; and approving the Public Private Partnership comprehensive agreement in accordance with Subsection 255.065(7), Florida Statutes, with Fortress Secured and authorization for the Mayor to execute the comprehensive agreement. ITEM BACKGROUND: In April of 2022, the County received an unsolicited proposal from Fortress Secured, LLC ("Fortress"), pursuant to F.S. 255.065, the Public-Private Partnership ("P3") statute. Fortress proposed to deliver a replacement for Station 10, which is currently owned by the Sugarloaf Volunteer Fire Department, Inc. ("Sugarloaf VFD"). At the time, the County, Sugarloaf VFD, and Sugarloaf Wi-Fi, Inc. ("Wi-Fi"), were involved with circuit court litigation (Case Nos. 2017-CA-20-K and 2017-CA-631-K) concerning a lease between Sugarloaf VFD and Wi-Fi. During the pendency of the litigation, Sugarloaf VFD advised the County that it no longer had the capacity to provide fire-fighting services and wanted to donate its station to the County so Monroe County Fire Rescue could continue to serve the Sugarloaf community. Fortress's proposal was premised on the County acquiring ownership of the property from Sugarloaf VFD and then contracting with Fortress for demolition of the existing structure and construction of a new station. The proposal contemplated providing space for a cell tower on the property, which would enable the County to resolve issues then caught up in litigation with Wi-Fi. In April 2022, the Board deemed the proposal a "qualifying project" under the P3 statute. The County proceeded to advertise the project and solicit competing proposals. After receiving none, the County undertook negotiations with Fortress. Those negotiations resulted in an interim agreement effective March 6, 2023. Pursuant to the interim agreement, Fortress undertook predevelopment activities focused on design plans and construction budgeting and scheduling. Functionally, Fortress financed all 5336 the predevelopment activities (it has received no compensation under the interim agreement). During the predevelopment period, the County and Fortress have negotiated a draft comprehensive agreement under the P3 statute. The draft comprehensive agreement is attached. Effective July 1, 2024, chapter 2024-96, Laws of Fla., amends the P3 statute to require an additional public meeting before approving a comprehensive agreement resulting from an unsolicited proposal. See F.S. 255.065(3)(f)l. The new law also adds detail concerning the "public interest" finding necessary to approve a comprehensive agreement. See F.S. 255.065(3)(c). At a public hearing which will be held on July 16, 2024, the draft comprehensive agreement will be presented to allow affected public entities and members of the public an opportunity to review the draft and provide comments. At the July 17th meeting, before approving the comprehensive agreement, the Board will consider the factors required by the P3 statute. With regard to the public interest finding, the Board will consider the details required by the new law, specifically: 1. The project's benefits to the public. 2. The project's financial structure and economic efficiencies. 3. The qualifications and experience of Fortress and its ability to perform the project. 4. The project's compatibility with regional infrastructure plans. 5. Public comments submitted verbally during this initial meeting. If any public comments are submitted at the meeting, the County will provide a statement that explains why the project should proceed and address such comments. The Board must then also determine that the proposed comprehensive agreement: 1. Is in the public's best interest(Subsection 255.065(3)(f)(1); 2. Is for a facility that is owned by the County (Subsection 255.065(3)(f)(2); 3. has adequate safeguards in place to ensure that additional costs or service disruptions are not imposed on the public in the event of material default by Fortress Secured or cancellation of the comprehensive agreement by the County(Subsection 255.065(3)(f)(3); 4. has adequate safeguards in place to ensure that the County or Fortress Secured has the opportunity to add capacity to the project or other facilities serving similar predominantly public purposes. (Subsection 255.065(3)(f)(4); and the Board must also find that: 1. the qualifying project meets a public need or benefit(Subsection 255.065(5)(e)(1); 2. the estimated cost of the qualifying project is reasonable in relation to similar facilities (Subsection 255.065(5)(e)(2); and 3. that Fortress's plans will result in the timely acquisition, design, construction, improvement, renovation, expansion, equipping, maintenance, or operation of the qualifying project(Subsection 255.065(5)(e)(3). This comprehensive agreement is separate from the above-referenced litigation regarding the cell tower. Any resolution of the litigation will have to be addressed by a separate legal instrument. PREVIOUS RELEVANT BOCC ACTION: 5337 On 7/19/2017 (Item N5), the BOCC authorized the County Attorney to file suit seeking to void the lease between the Sugarloaf Volunteer Fire Department and Sugarloaf Wi-Fi, Inc. due to violations of the Sunshine Law. On 4/20/22 (Item #P10), the Board deemed the unsolicited proposal a "qualifying project" and directed that staff proceed under the P3 statute. On 7/20/22 (Item #Rll), the Board authorized then Assistant County Administrator Kevin Wilson to negotiate agreements with Fortress Secured, LLC. On 1/18/23 (Item#06), the Board approved the interim agreement. On 7/16/24, the Board will hold a public hearing as required by statute in order to allow affected public entities and members of the public an opportunity to review the draft and provide comments. INSURANCE REQUIRED: Yes CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval. DOCUMENTATION: Draft Comprehensive Agreement Proposed BOCC Resolution FINANCIAL IMPACT: Effective Date: Upon execution by all parties. Expiration Date: Total Dollar Value of Contract: $9,610,275.00 Total Cost to County: Current Year Portion: Estimated as $2 million Budgeted: Source of Funds: CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: 5338 Revenue Producing: If yes, amount: Grant: County Match: Insurance Required: Yes, insurance provided after BOCC approval. Additional Details: 5339 Draft July 1, 2024 COMPREHENSIVE AGREEMENT FOR THE DELIVERY OF A FIRE STATION ON SUGARLOAF KEY Between Monroe County, Florida and Fortress Secured, LLC July 2024 5340 Table of Contents RECITALS..................................................................................................................................................1 ARTICLEI..................................................................................................................................................2 DEFINITIONS AND INTERPRETATION.............................................................................................2 Section101.Definitions. .........................................................................................................................2 Section102.Interpretation.....................................................................................................................6 ARTICLEII................................................................................................................................................7 PROJECTREQUIREMENTS....................................................................................................................7 Section 201.Statement of Project Requirements.................................................................................7 ARTICLEIII...............................................................................................................................................8 COUNTY'S GRANT OF ACCESS;ACCESS TERM..............................................................................8 Section301.Grant of Access..................................................................................................................8 Section302.Access Term.......................................................................................................................8 ARTICLEIV...............................................................................................................................................8 SCHEDULE;DELAY..................................................................................................................................8 Section401.Commencement. ................................................................................................................8 Section402.Schedule..............................................................................................................................8 Section 403.Design and Construction Delays. .....................................................................................9 ARTICLEV. .............................................................................................................................................10 DEVELOPER'S RESPONSIBILITIES....................................................................................................10 Section501.Submittals.........................................................................................................................10 Section 502.Developer's Design and Construction Responsibilities................................................10 ARTICLEVI.............................................................................................................................................11 PERMITS AND GOVERNMENT APPROVALS.................................................................................11 Section 601.Permits and Approvals Furnished by Developer..........................................................11 Section 602.Maintenance of Permits and Approvals........................................................................11 Section 603.No Damages for Denied Development Approvals.........................................................11 Section 604.No Abrogation of Governmental Authority..................................................................12 ARTICLEVII...........................................................................................................................................12 DESIGNAND CONSTRUCTION..........................................................................................................12 Section 701.Constructor Qualifications............................................................................................. 12 Section 702.Constructor Agreements................................................................................................. 12 Section 703.Performance and Payment Bonds..................................................................................13 Section704.Site Facilities. ...................................................................................................................14 Section 705.Project Administration....................................................................................................14 Section 706.Project Documentation....................................................................................................15 5341 Section707.Project Occupancy...........................................................................................................19 ARTICLEVIII..........................................................................................................................................19 SAFETY AND SECURITY RESPONSIBILITIES.................................................................................. 19 Section 801.Responsibility for Safety of the Public...........................................................................19 Section 802.Responsibility for Safety of Employees and Contractors.............................................19 Section803.Safety Programs...............................................................................................................19 Section 804.Responsibility for Security..............................................................................................20 Section 805.Compliance with Safety and Security Programs..........................................................20 Section 806.Limitations on Authority and Responsibility................................................................20 ARTICLEIX.............................................................................................................................................20 PAYMENTSAND TAXES ......................................................................................................................20 Section 901.County's Funding Limitation.........................................................................................20 Section902.Reserved. ..........................................................................................................................20 Section 903.Payments and Retainage.................................................................................................20 Section904.Final Payment..................................................................................................................22 Section 905.Owner Direct Purchase...................................................................................................23 ARTICLEX. .............................................................................................................................................24 COUNTY'S RIGHTS AND RESPONSIBILITIES................................................................................24 Section1001. General. ..........................................................................................................................24 Section 1002.Review and Oversight of Project..................................................................................24 ARTICLEXI.............................................................................................................................................24 REPRESENTATIONS AND WARRANTIES........................................................................................24 Section 1101.Developer Warranties,Representations and Additional Covenants. .......................24 ARTICLEXII...........................................................................................................................................27 ENVIRONMENTAL CONDITION OF SITE.......................................................................................27 Section 1201. Constituent of Concern.................................................................................................27 ARTICLEXIII..........................................................................................................................................27 INSURANCE AND INDEMNIFICATION............................................................................................27 Section1301.Insurance........................................................................................................................27 Section 1302.Indemnification..............................................................................................................28 ARTICLEXIV..........................................................................................................................................29 ASSIGNMENT AND TRANSFER; NO THIRD-PARTY BENEFICIARIES................................29 ARTICLEXV. CHANGES.....................................................................................................................29 Section1501.Relief Events...................................................................................................................29 Section 1502.Administration of Proposed Contract Changes..........................................................29 ARTICLEXVI..........................................................................................................................................30 5342 FINAL RESOLUTION OF DISPUTES ..................................................................................................30 Section 1601.Unresolved Change Order............................................................................................30 Section1602.Mediation........................................................................................................................30 Section 1603.Final Resolution of Disputes.........................................................................................30 ARTICLEXVII. .......................................................................................................................................31 MISCELLANEOUS ..................................................................................................................................31 Section 1701. Controlling Law.............................................................................................................31 Section 1702.Laws and Regulations. ..................................................................................................31 Section1703.Notices.............................................................................................................................31 Section1704. Severability.....................................................................................................................32 Section1705.No Waiver.......................................................................................................................32 Section1706.Mutual Waiver...............................................................................................................32 Section 1707.Independent Contractor................................................................................................33 Section 1708. Contractors and Consultants........................................................................................33 Section 1709.Electronic Transmittals.................................................................................................33 Section1710.Use of Documents...........................................................................................................33 Section 1711.Designated Representatives..........................................................................................34 Section1712. Counterparts..................................................................................................................34 Section1713.Public Records...............................................................................................................35 Section 1714.Warranty of Authority; Binding Agreement..............................................................36 Section1715.Amendments. .................................................................................................................36 Section 1716.Agreement Copyright....................................................................................................36 ARTICLEXVIII.......................................................................................................................................36 SUSPENSION AND TERMINATION...................................................................................................36 Section1801. Suspension......................................................................................................................36 Section1802. Termination....................................................................................................................36 Section 1803.Annual Appropriations.................................................................................................37 EXHIBIT A-1 Legal Description of Land EXHIBITA-2 Development Plan EXHIBIT B Development Budget and Schedule of Values EXHIBIT C Project Development Schedule EXHIBIT D Application for Payment and Change Order Forms EXHIBIT E Project Team Listing EXHIBIT F Insurance Requirements EXHIBIT G FF&E Schedule 5343 COMPREHENSIVE AGREEMENT FOR THE DELIVERY OF A FIRE STATION ON SUGARLOAF KEY This Comprehensive Agreement for the Delivery of a Fire Station on Sugarloaf Key (the "Agreement"), made 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," sets forth the mutual understanding and agreement of the Parties concerning the final development and construction of a new fire station on Sugarloaf Key. RECITALS WHEREAS, pursuant to Section 255.065, Florida Statutes, County received an unsolicited proposal from Developer (the "Developer's Proposal") for the turn-key delivery of a new fire station for County (the "Project") on real property located on Sugarloaf Key, Florida, as more specifically described in the legal description the attached hereto as Exhibit A-1; WHEREAS,the design of the Project may 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") which are not included as a component of the Project; 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 determined that it is in the public's best interest to facilitate the development of the Project and to consider entering into a comprehensive agreement with Developer, related to the design, construction and equipping the Project on the basis of Developer's Proposal; and WHEREAS, effective December 22, 2022, the Parties entered into an interim agreement further specifying terms and outlining certain pre-development activities to better inform and guide the development, design, financing, permitting, construction, operation and maintenance of the Project (the "Interim Agreement"); and WHEREAS, based on Developer's pre-development activities, including site due diligence and planning and design work, the Parties intend to contract for development of the Project as more specifically depicted in the Development Plan attached hereto as Exhibit A-2; and WHEREAS, Developer has developed a budget for constructing and equipping the Project (the "Development Budget"), attached hereto as Exhibit B; and 1 5344 WHEREAS, Developer is willing and able to undertake final development and construction of the Project within the limits of the Development Budget, in exchange for County's contribution of $9,610,275.00, subject to adjustment for the issuance of any Change Orders requested by County that increases the Development Budget (the "Funding Limitation"). NOW, THEREFORE, the premises being as stated above, and for good and valuable consideration, the receipt and sufficiency of which are acknowledged to be adequate, and intendingto be legally bound hereby, it is mutuallyagreed byand between Countyand Developer as follows: ARTICLE I. DEFINITIONS AND INTERPRETATION Section 101. Definitions. Unless the context otherwise requires, capitalized terms used in this Agreement shall have the meanings set forth below in this Section 101 or as otherwise defined in this Agreement. Any term used in this Agreement that is defined by reference to any other agreement shall continue to have the meaning specified in such agreement, whether or not such agreement remains in effect. "Agreement"—This Comprehensive Agreement for Delivery of a Fire Station executed by County and Developer, as may be amended from time to time. "Access"—The rights County grants to Developer in this Agreement, and related obligations, all as more specifically defined in Article III. "Access Term"—The period of time in which the Access granted in this Agreement is in effect (see Article III). "BOCC'—County's Board of County Commissioners. "Change Order —A written order signed by the Parties after execution of this Agreement in accordance with Article XV. "Constituent of Concern"—Asbestos, petroleum, radioactive material, polychlorinated biphenyls (PCBs), hazardous waste, and any substance, product, waste, or other material of any nature whatsoever that is or becomes listed, regulated, or addressed pursuant to (a) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq. ("CERCLA"); (b)the Hazardous Materials Transportation Act,49 U.S.C. §§5101 et seq.; (c)the Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. ("RCRA"); (d) the Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; (e)the Clean Water Act, 33 U.S.C. §§1251 et seq.; (f)the Clean Air Act,42 U.S.C. §§7401 et seq.; or(g)any other federal,State, or local statute, law, rule, regulation, ordinance, resolution, code, order, or decree regulating, relating to, or 2 5345 imposing liability or standards of conduct concerning, any hazardous, toxic, or dangerous waste, substance, or material. "Construction Contract"—The agreement between Developer and Prime Contractor pursuant to which Prime Contractor will build the Project, which is substantially in the form of the Standard Form of Agreement Between Design-Builder and Contractor(AIA 142-2014). "Construction Plans and Specifications"—The final and approved 100%construction plans (the "Final Plans") and Design Standards.The Parties acknowledge that the Fire Station Project Manual, dated November 20, 2023 (the "Project Manual") will serve as guidance for the quality and workmanship of the Project that will be incorporated into the Final Plans. Upon completion of the Final Plans and approval by County, the Project Manual will be superseded by the Final Plans and be of no further force or effect. "Constructor"—Any person or entity performing or supporting design and construction activities relating to the Project, including but not limited to Developer,the Design Professionals, the Prime Contractor, and all other contractors, subcontractors, suppliers, utility companies, testing firms, and equipment rental companies. "Contract"—This Agreement and the Interim Agreement. "Contract Documents"—The Contract,the Construction Plans and Specifications, and any Change Order. "County"—Monroe County, Florida. "County Funds"—County's financial contribution to the Project, which shall not exceed the Funding Limitation. "County's Licensed Professional"—The licensed professional performing review on behalf of County in accordance with Section 255.065(3)(a)5., Florida Statutes. "Day"—Calendar day, unless otherwise indicated as a business day, in which case the term means any day County is open for business. "Design and Construction"—The entire design and construction, or the various separately identifiable parts thereof, required to be provided by Developer under the Contract. Design and Construction includes and is the result of performing or providing all professional services needed to produce the design; for the labor, services (including but not limited to professional services), and documentation necessary to produce the construction; furnishing, installing, and incorporating all materials and equipment into such construction; and may include related services such as testing, start-up, and commissioning, all as required by the Contract Documents. 3 5346 "Design Standards"—Developer's Design Standards dated March 8, 2023. "Designated Representative"—The individuals designated to act as the Parties' representatives with respect to the responsibilities under the Contract as described in Article XX of this Agreement. "Design Professionals"—Saltz Michelson Architecture, LLC and Universal Engineering. "Developer"—Fortress Secured, LLC, a Florida limited liability company. "Developer Team"—Developer and its Constructors (including Design Professionals and Prime Contractor). "Development Budget"—The Project budget based on the Construction Plans and Specifications (attached hereto as Exhibit B). "Development Plan"—The Project concepts based on the Construction Plans and Specifications (attached hereto as Exhibit A-2). "Effective Date"—The effective date of this Agreement, which is the last date signed below. "FF&E Schedule"—The list of furniture, fixtures and equipment for the Project (attached hereto as Exhibit G). "Final Completion"—The stage of the Project at which all Work has been fully performed in accordance with the Contract Documents,all other conditions precedent to final payment have been satisfied, Developer and its Constructors have provided releases, and Developer is entitled to final payment for its Work, subject to the Funding Limit. "Funding Limitation"—The firm fixed-price amount of money that County will pay Developer in exchange for its Work, which is $9,610,275.00, subject to adjustment pursuant to the issuance of any Change Orders requested by County that results in an increase in the Development Budget, or Change Orders requested by Developer pursuant to Sections 1201 and 1501. "Interim Agreement" —The agreement described in the recitals. "Laws and Regulations; Laws or Regulations"—Any applicable laws, statutes, rules, regulations, ordinances, codes, permits, and orders of any governmental bodies, agencies, authorities, and courts having jurisdiction over the Work, and any applicable consent decrees, including the Florida Building Code (and incorporated codes), as amended or replaced. 4 5347 "Milestone"—A principal event in the performance and progress of this Agreement, which this Agreement requires one of the Parties to achieve, or which must occur or will occur, by a specific intermediate date, as expressly indicated in this Agreement or subsequently determined by mutual agreement of the Parties. A Milestone may be expressed by a calendar date or by a number of days from the Effective Date of this Agreement or from some other specific time. "Notice to Proceed"—County's written notice to Developer to proceed with construction of the Project Facilities as provided in Section 502(b) of this Agreement. "Prime Contractor"—Summit Construction Management Group. "Project"— The design, construction, and equipping of a fire station on Sugarloaf Key in Monroe County, Florida, including the construction of the Temporary Fire Station (and removal at completion of the Work), all as depicted in the Development Plan and described in Exhibit A-2 attached hereto (the "Development Plan"). "Project Facilities"—The infrastructure and structures comprising the Project as specified in the Construction Plans and Specifications. "Project Requirements"—The detailed requirements that the Project must meet, as set forth in Article II. "Relief Event"—An event or occurrence that takes place during the Access Term and is the basis for an equitable adjustment in one or more Milestones or a Change Order during the Access Term. "Site"—The lands or areas where construction of the Project Facilities is to be performed, including rights-of-way and easements, and such other lands as are designated for the use of Developer (as described in more detail on Exhibit A-1 attached hereto). "Substantial Completion"—The stage of the Project at which County can occupy and use the Project Facilities for their intended purposes. "Temporary Fire Station"—The 1,468 square foot temporary fire station constructed by Developer to be utilized by County until the Project is substantially complete(as depicted in more detail in the Development Plan). "Temporary Site"—The site upon which the Temporary Fire Station shall be located during construction of the Project. "Work"—The effort and activities of Developer, including its Constructors and affiliates and other agents, necessary to complete its Contract obligations, including the Design and Construction. 5 5348 Section 102. Interpretation. (a) This Agreement was initiated by Developer's Proposal. This Agreement and the other Contract Documents are intended to constitute a "comprehensive agreement" for purposes of Section 255.065, Florida Statutes, and to address the arrangement outlined in Developer's Proposal, whereby Developer will design, develop, construct and equip the Project. Interpretation and application of this Agreement shall consider the Interim Agreement, in pari materia, striving to give reasonable meaning to each term and to avoid rendering any term a nullity. (b) It is the intent of the Contract Documents to describe a functionally complete project to be constructed in accordance with the Contract Documents. Any work, materials or equipment that may reasonably be inferred from the Contract Documents as being required to produce the intended result shall be supplied whether or not specifically called for in the Contract Documents. If the Contract Documents include words or terms that have a generally accepted technical or industry meaning, then such words or terms shall be interpreted to have such standard meaning unless otherwise expressly noted in the Contract Documents. Reference to standard specifications, manuals or codes of any technical society, organization or association or to the laws or regulations of any governmental authority having jurisdiction over the Project, whether such reference be specific or by implication, shall mean the latest standard specification, manual, code, law or regulation in affect at the time the Work is performed, except as may be otherwise specifically stated herein. Provided, however, in the event the standard specification, manual, code, law or regulation is changed after the Effective Date, the Parties will in good faith mutually determine whether the change constitutes a Relief Event. (c) Unless the context shall otherwise require, the words "hereto," "herein," "hereof" and other words of similar import refer to this Agreement as a whole. (d) Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders and vice versa. (e) Words importing the singular number shall include the plural number and vice versa unless the context shall otherwise require. (f) The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation." (g) Whenever Developer's knowledge is implicated in this Agreement or the phrase "to Developer's knowledge" or a similar phrase is used in this Agreement, Developer's knowledge or such phrase(s)shall be interpreted to mean to the best of Developer's knowledge, and Developer affiliates' and contractors' knowledge, after reasonable and diligent inquiry. 6 5349 (h) Unless the context shall otherwise require, references to any Person shall be deemed to include such Person's successors and permitted assigns. (i) Unless the context shall otherwise require, references to the preamble, recitals, sections, subsections, clauses, schedules, exhibits, appendices and provisions are to the preamble to, or the applicable recitals, sections, subsections, clauses, schedules, exhibits, appendices and provisions of, this Agreement. (j) The schedules and exhibits to this Agreement, and the appendices and schedules to such exhibits, are hereby incorporated by reference and made an integral part of this Agreement. (k) The headings or titles of this Agreement and its sections, schedules or exhibits, as well as any table of contents, are for convenience of reference only and shall not define or limit its provisions. (1) Unless the context shall otherwise require, all references to any resolution, contract, agreement, lease or other document shall be deemed to include any amendments or supplements to, or modifications or restatements or replacements of, such documents that are approved from time to time in accordance with the terms thereof and hereof. (m) The preparation and negotiation of the Contract has been a joint effort of the Parties,and they have carefully reviewed the Contract and have been advised by counsel of their choosing. The Parties understand the Contract's contents and agree that it shall not be construed more strongly against any Party, regardless of who is responsible for its preparation. ARTICLE II. PROJECT REQUIREMENTS Section 201. Statement of Project Requirements. (a) Developer shall ensure that the Work is performed in such a manner that the Project Facilities shall: be properly designed, structurally sound, safe for human occupancy and use, and free from all hazards; comply in all material respects with the Construction Plans and Specifications; be completed within the Funding Limitation; and comply in all material respects with the Development Plan and the Contract Documents. (b) Developer shall ensure that the Work is completed in a good and workmanlike manner. (c) Developer shall ensure that the Work complies in all material respect with Laws and Regulations, including the Florida Building Code and the American with Disabilities Act. (d) Developer shall have the absolute responsibility and duty to County to ensure that the Project Facilities comply with the Contract Documents and Laws and Regulations. The fact 7 5350 that County is a governmental entity that may conduct review and inspections in its governmental capacity for general compliance with Laws and Regulations shall not in any way create a duty of care to Developer or act as an estoppel to, or a waiver of, County's sovereign immunity, or County's right to require construction or reconstruction in accordance with Laws and Regulations(subject to Developer's right to challenge such enforcement to the extent legally permitted). ARTICLE III. COUNTY'S GRANT OF ACCESS;ACCESS TERM Section 301. Grant of Access. (a) Subject to the provisions of the Contract, and for the sole purpose of meeting the Project Requirements, County hereby grants to Developer access to the Site and the exclusive right, and Developer hereby accepts the obligation to Design and Construct the Project Facilities, in exchange for County's payment to Developer in an amount equal to the Funding Limitation, pursuant to the terms of the Contract. (b) The Contract shall in no way be deemed to constitute a lease of the Site or Project Facilities or any portion thereof, or any assets incorporated into, appurtenant to, or in any way connected with the Project. Developer has no fee title, leasehold estate, possessory interest, permit, easement or other real property interest of any kind in the Site or Project Facilities by virtue of the Contract or otherwise. Section 302. Access Term. The Access Term shall begin on the Effective Date and continue until the final completion of the Work, subject to the termination of this Agreement pursuant to its terms. ARTICLE IV. SCHEDULE; DELAY Section 401. Commencement. Developer is authorized to begin performance under this Agreement as of the Effective Date. Construction shall not commence until County issues the Notice to Proceed. Section 402. Schedule. (a) County and Developer shall perform their obligations pursuant to the schedule attached as Exhibit C. Developer shall diligently pursue the completion of the Project. Developer shall be solely responsible for all construction means, methods, techniques, sequences, and procedures, as well as coordination of all portions of the work under the Contract Documents, and the coordination of Constructors. 8 5351 (b) The Parties intend to achieve Substantial Completion by May 31, 2026, and Final Completion by July 15, 2026. Section 403. Design and Construction Delays. (a) If County, or anyone for whom County is responsible, delays, disrupts, or interferes with the performance or progress of the Design and Construction,then Developer shall be entitled to an equitable adjustment in all affected Milestones. Developer's entitlement to an adjustment of a Milestone is conditioned on such adjustment being essential to Developer's ability to perform its obligations in compliance with that Milestone. (b) Developer shall not be entitled to any adjustment in Milestones for delay, disruption, or interference in Design and Construction caused by or within the control of Developer. Delay, disruption, and interference attributable to and within the control of Developer, or any of its affiliates or Constructors, shall be deemed to be within the control of Developer. If Developer's Design and Construction performance or progress is delayed, disrupted, or interfered with by unanticipated causes not the fault of and beyond the control of County, Developer, and those for which they are responsible, then Developer shall be entitled to an equitable adjustment in affected Milestones. Developer's entitlement to an adjustment of a Milestone is conditioned on such adjustment being essential to Developer's ability to comply with the Milestone. Such adjustments shall be Developer's sole and exclusive remedy for the delays, disruption, and interference described in this paragraph. Causes of delay, disruption, or interference that may give rise to an adjustment in Milestones under this paragraph include but are not limited to the following: acts of God or of the public enemy, acts of government, fires, floods, epidemics, quarantine regulation, strikes, lockouts, and unusually severe weather conditions by comparison with the ten-year County average not reasonably anticipatable. Developer shall submit any proposed amendment seeking an adjustment in the Milestones under this paragraph within 30 days of the commencement of the delaying, disrupting, or interfering event. Notification shall identify the cause, the effect on the Project and the estimated duration of delay anticipated. Failure to give such notice will waive Developer's rights to pursue an adjustment for such event. Such notice shall be a condition precedent to Developer's right to pursue an adjustment in the Milestones based upon such delay. (c) Except as otherwise provided herein and excluding losses covered by insurance required by the Contract Documents, the Parties agree to waive all claims against each other for any consequential damages that may arise out of or relate to this Agreement. County agrees to waive damages including but not limited to County's loss of use of the Project, any rental expenses incurred, loss of income, profit, or financing related to the Project, as well as the loss of business, loss of financing, principal office overhead and expenses, loss of profits not related to this Project, loss of reputation, or insolvency. Developer agrees to waive damages including but not limited to loss of business, loss of financing, loss of profits not related to this Project, loss of bonding capacity, loss of reputation, or insolvency. The provisions of this section shall also apply to the termination of this Agreement and shall survive such termination. 9 5352 ARTICLE V. DEVELOPER'S RESPONSIBILITIES Section 501. Submittals. Developer shall comply with the requirements of the Contract Documents for preparing and delivering submittals for County's review and approval, or other appropriate action. Such delivery shall be made according to the submittal schedule or jointly established by County and Developer during the initial stages of the Project. Developer shall not proceed with actions requiring County's approval until County gives such approval in writing. Section 502. Developer's Design and Construction Responsibilities. (a) Developer shall perform or furnish the Design and Construction of the Project, as described in the Project Requirements. Additional terms and conditions applicable to Developer's Design and Construction responsibilities are set forth in Article IV and Article VII. (b) The construction of the Project Facilities shall not commence until all pre- construction matters, such as engineering, architectural, entitlements, construction and financing arrangements, have been arranged to the satisfaction of County. County and Developer will cooperate in good faith to satisfy the foregoing requirements. County will provide Developer written notice to proceed with construction of the Project Facilities,at which time Developer shall proceed to cause the actual construction of the Project Facilities in accordance with the Contract Documents. Notwithstanding the foregoing, County may at any time authorize Developer to proceed with certain "predevelopment" site preparation work. (c) In any instance where Developer has a direct obligation to perform any Work, whether current, future or past tense, the language shall be construed in all instances to allow Developer to perform (or have performed) such obligation directly or to cause such obligation to be performed by or through other professionals, entities or individuals in the reasonable discretion of Developer, excepting only such matters that are non-delegable by law. Developer's exercise of such discretion shall not relieve Developer of primary responsibility to County for performance of every obligation under the Contract. (d) Developer will lease the Temporary Site for the purpose of locating the Temporary Fire Station to be provided by Developer for use by County. (e) County acknowledges that Developer is not a licensed architect, engineer or contractor and that Developer has and will be contracting with Developer Team members to perform such services. Developer shall not itself perform any design, engineering or construction services, and Developer shall not itself have control or charge of the construction or construction means, methods, techniques, sequences or procedures, all of which shall be performed by other Developer Team members. Developer shall keep County informed of any failure by Prime Contractor to abide by the terms of the Construction Contract and shall use 10 5353 commercially reasonable efforts to enforce the Prime Contract to the extent of Developer's scope of authority granted in the Contract Documents. Developer shall use the skills and efforts required to guard County against deficiencies in the design and construction of the Project, shall report any deficiencies of which Developer may become aware to County, and shall cooperate with County in requiring Prime Contractor to rectify such deficiencies. Notwithstanding anything else contained in this Agreement to the contrary, even though Developer is not in charge of the construction of the Project, Developer guarantees to County that every performance obligation and other liability of Contractor and the other Developer Team members related to the Project will be completed when required and satisfied in full when due and owing so that Developer guarantees that the Project shall be completed in material compliance with the Contract Documents. ARTICLE VI. PERMITS AND GOVERNMENT APPROVALS Section 601. Permits and Approvals Furnished by Developer. Developer shall be responsible for obtaining (including, when applicable, performing the work required to obtain) all permits and government approvals necessary for the Project. County shall provide reasonable support and assistance to Developer with respect to data or information needed for inclusion in permit or approval applications. Section 602. Maintenance of Permits and Approvals. Developer shall take all actions necessary to maintain in full force and effect all Project permits and government approvals. Developer shall also be responsible for securing any needed revisions, modifications, amendments, supplements, renewals, or extensions of all such permits and government approvals. Section 603. No Damages for Denied Development Approvals. Should County, acting in its governmental or land development regulatory capacity (including its BOCC, its agencies, it appointed officials, or its employees with jurisdiction), not approve any required application for approval prerequisite to completion of the Project, the Contract shall not be the basis in any respect for a damages claim against either County or Developer for breach of the Contract or a basis in any respect for a damages claim against County acting in its governmental regulatory capacity as a result of such denied approval. However, in the event the Project cannot be completed due to County's denied approval, Developer may terminate this Agreement and be compensated in the same manner as set forth in Section 1802(b). ll 5354 Section 604. No Abrogation of Governmental Authority. The making of the Contract does not constitute an abrogation of County's governmental or land development regulatory powers, and Developer's obligations to comply with applicable Laws and Regulations include Developer complying with all development approvals required by County in its capacity as a governmental authority. The Contract shall not prevent County from enacting or seeking to enforce any Laws or Regulations which may affect the Site or its vicinity, regardless of whether such Law or Regulation is the result of action by the BOCC or by initiative (petition) and referendum, or by any other applicable procedures. Whenever County seeks to enforce any existing or future Law or Regulation as against the Site or its vicinity, this paragraph shall not waive or affect Developer's ability (a) to contest the validity or application of such Law or Regulation, (b) to assert whatever defenses or avoidances as may be available for Developer, or (c) to seek judicial review as may be available. However, with respect to such enforcement as to the Site or its vicinity, the Contract shall not serve as the basis for a claim for damages against County, and Developer shall not assert a damages claim. ARTICLE VII. DESIGN AND CONSTRUCTION Section 701. Constructor Qualifications. Developer will complete, or cause completion of, the Design and Construction of the Project in accordance with the Contract Documents. Developer agrees to use, and to require each of its development team members and Constructors and other 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 Law or Regulation to enable such personnel to perform theirwork,services and activities involving any portion of the Design and Construction activities. Section 702. Constructor Agreements. (a) Developer shall be responsible for the acts,failures to act, errors and omissions of all Constructors. Except as provided in this Agreement, this Agreement shall not give rise to any contractual or other relationship between County and any such Constructors. 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 Constructor. Contracts, agreements, purchase orders and other arrangements between Developer and Constructors for labor, licenses,services, equipment, machinery, materials, supplies and other items utilized in the conduct of the Project shall be consistent with the terms and conditions of this Agreement. All Design and Construction contracts entered into by Developer shall provide that any review or approval of a contract deliverable 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 deliverable, shall in no way waive or release Developer or the Constructors from its respective duty to completely perform its obligations under their contracts,the standard of care applicable to the performance 12 5355 of their work, nor constitute a waiver of any claim or warranty. The Design and Construction contracts shall require, to the extent of Project work to be performed by such Constructor, that the Constructor will 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. The construction contract with the Prime Contractor shall provide that Monroe County is an intended third-party beneficiary of the contract. Developer's failure to include this provision in the construction contract with the Prime Contractor 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 said contract to County no later than 10 calendar days prior to County's issuance of the Notice to Proceed. (b) Additionally, the Construction Contract shall reflect that the Prime Contractor represents and warrants that it will use its best efforts to cooperate with County in implementing the Direct Purchase program, as further set forth in Section 905. With respect to all direct purchases by County,the Prime Contractor shall remain responsible for coordinating, inspecting, accepting delivery, storing, handling, installing, warranting and quality control for all direct purchases. County shall assume the risk of loss or damage at the time of purchase and shall bear the economic burden of obtaining insurance covering damage or loss of any items so purchased. Notwithstanding anything herein to the contrary, the Prime Contractor shall expressly acknowledge and agree that any materials or equipment directly purchased by County shall be included within and covered to the same extent as all other warranties provided by the Prime Contractor pursuant to the terms of the Contract Documents. County shall assign to the Constructor Manager any and all warranties and rights County may have from any manufacturer or supplier of any such direct purchases by County. Section 703. Performance and Payment Bonds. (a) Developer shall furnish a performance bond and a payment bond each in an amount at least equal to the total price of all construction contracts, as security for the faithful performance and payment of all of Developer's construction obligations under the Contract. These bonds shall remain in effect until one year after the date when final payment on the construction contracts becomes due, except as provided otherwise by Laws or Regulations, or by specific provisions of the Contract. (b) All bonds shall be in compliance with, and in the form prescribed by, Section 255.05, Florida Statutes. The bonds shall be executed by such sureties as are named in "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies" as published in Circular 570 (as amended and supplemented) by the Financial Management Service, Surety Bond Branch, U.S. Department of the Treasury. A bond signed by an agent or attorney-in-fact must be accompanied by a certified copy of that individual's authority to bind the surety. The evidence of authority shall show that it is effective on the date the agent or attorney-in-fact signed the accompanying bond. 13 5356 (c) Developer shall obtain the required bonds from surety companies that are duly licensed or authorized in the jurisdiction in which the Project is located to issue bonds in the required amounts. (d) If the surety on a bond furnished by Developer is declared bankrupt or becomes insolvent, or its right to do business is terminated in any state or jurisdiction where any part of the Project is located, or the surety ceases to meet the requirements above,then Developer shall promptly notify County and shall, within 20 days after the event giving rise to such notification, provide another bond and surety, both of which shall comply with the bond and surety requirements above. (e) If Developer has failed to obtain a required bond, County may exclude Developer from the Site and exercise County's termination rights under this Agreement. (f) Upon request, County shall provide a copy of the payment bond to any Constructor or other person or entity claiming to have furnished labor or materials used in the performance of the construction work. Section 704. Site Facilities. Developer shall arrange for all Site facilities as required by County and necessary to enable Developer to perform its duties and to accommodate any representatives of County which County may choose to have present on the Site. Section 705. Project Administration. Developer's administration of the Project shall include the following: (a) Maintain a log of daily activities, including manpower records, weather, delays, major decisions, significant issues, etc. (b) Maintain a roster of companies on the Project with names and telephone numbers of key personnel. (c) Establish and enforce job rules governing parking, clean-up, use of facilities and worker discipline. (d) Provide labor relations management for a harmonious, productive Project. (e) Advise County and Design Professionals of their requested or required participation in any meeting or inspection giving each at least one-week written notice unless such notice is made impossible by conditions beyond Developer's fault and control, in which case at least 48 hours prior written notice must be given. 14 5357 (f) Provide, by the 10th day of each month, a written report describing the status, progress and results of the Project activities through the end of the preceding month. The information provided to County shall include an explanation of any significant variations from the scope, schedule, sequence, or performance of the Project activities and identify any potential or known developments that may impact County or the feasibility, cost or schedule for the Project, and any corrective or remedial actions implemented. Section 706. Project Documentation. Developer shall provide job site administration functions during construction to assure proper documentation, including but not limited to the following: (a) Job Meetings: Conduct a preconstruction conference with each Constructor prior to the start of its portion of the Work. Hold weekly progress and coordination meetings, or more frequently if required by Work progress,to provide for the timely completion of the Work. Participants in the Monthly Project Status Meeting will include, at a minimum, Developer, its principal design professionals, and County project manager. Developer shall produce minutes of all meetings to include, at a minimum: attendees and contact info, old and new business, status of outstanding requests for information, clarification or correction, notices, change orders, schedule update, material delivery schedule, safety. County, at its option, may produce the official minutes of any meeting attended by County. Developer shall use the job site meetings as a tool for the preplanning of Work and enforcing schedules, and for establishing procedures, responsibilities, and identification of authority for the Parties and Constructors parties to clearly understand. During these meetings, Developer shall identify the party or parties responsible for following up on any problems, delay items or questions, and Developer shall note the action to be taken by such party or parties. Developer shall revisit each pending item at each subsequent meeting until resolution is achieved. Developer shall attempt to obtain from all present any problems or delaying event known to them for appropriate attention and resolution. (b) Shop Drawing Submittals/Approvals: Provide staff to review and approve shop drawings and other submittals and to implement procedures for transmittal to the Design Professional of such submittals for action, and closely monitor their review process. (c) Material and Equipment Expediting: Provide staff to closely monitor material and equipment deliveries, check and follow-up on supplier commitments for all subcontractors and maintain a material and equipment expediting log. (d) Payments to Constructors: Develop and implement a procedure for the review, processing and payment of applications by Constructors for progress and final payments. (e) Document Interpretation: Refer all questions for interpretation of the Contract Documents to the principal design professionals in writing. 15 5358 (f) Reports and Project Site Documents: Record the progress of the Work. Submit written progress reports monthly to County and the Design Professional, including information on subcontractors' Work, and the percentage of completion. Keep a daily log available to County and any permitting authority inspectors. (g) Constructor Progress: Prepare periodic punch lists for Constructors' work including unsatisfactory or incomplete items and schedules for their completion. (h) Substantial Completion: Ascertain when the Work or designated portions thereof are ready for substantial completion inspections. From the punch lists of incomplete or unsatisfactory items prepared by Developer and reviewed and supplemented by the principal design professional, prepare a schedule for their completion indicating completion dates for County's review. Provide this notice to County 14 days prior to the substantial completion inspection. 0) Final Completion: Monitor Constructors' performance on the completion of the Work and provide notice to County and principal Design Professional when the Work is ready for final inspection. Coordinate this inspection with all parties 14 days prior to the final inspection. Secure, review and certify compliance with the Contract Documents, then transmit to County all required guarantees, warranties, affidavits, releases, bonds, waivers, manuals, technical standards, permits, testing results, record drawings, and maintenance books. As a minimum, unless waived by County, Developer shall provide documentation on the following items in electronic form to the extent possible along with notice of that the Work is ready for final completion (no documentation is required if the materials and equipment is not included in the design): • Subcontractor Licenses • Shop Drawing Submittal/Approval Logs • Contract Drawings and Specifications with Addenda • All warranties and guarantees, as a minimum: • Certificate of Substantial Completion • Certificate of Sign-Off by Architect, Mechanical & Electrical Engineers; Includes final inspection report from the MEP and Structural Engineer. • Final Property Survey • Maintenance Bond (if applicable) • Final Lien Waivers from Subcontractors • Payment Request Records from Developer to County • Meeting Minutes • Lab Test Reports • Insurance Certificates and Bonds • Contract Changes • Permits & Inspections, Certificate of Occupancy (CO) and Use of Occupancy (UO) • Technical Standards, Manuals, Operating Manuals 16 5359 • "As-Built" Marked Prints • Operating & Maintenance Instruction • Start Up Reports • Generators (Full Load 4 Hour Tests) • Air Handlers (AHU) • Make-Up Air Units (MUAU's) • Water Treatment • Balance Reports for Air & Water • Firemen Test Results • Daily Progress Reports • Monthly Progress Reports • Inspection Reports • Punch Lists • Roofing and flashing warranties • Joint Sealant warranties • Doors and hardware warranties • Flooring—Carpet, vinyl composition tile, sheet, ceramic, epoxy • Windows—aluminum, wood, vinyl, steel • Curtain wall and storefront work including anti chalking of aluminum, color retention of members, air/water infiltration • Waste compactor and trash chute • Window covering • Toilet accessories • Plumbing and mechanical • Fire Protection • Hardware • Sealants • Masonry material — brick, concrete masonry unit (CMU) • Fire Protection—sprinklers heads, fire extinguishers • Electrical parts-wiring devices, fixtures lenses, lamps • Electrical (including bidirectional amplification and paging) • Elevator (j) Start-UP: With County's personnel, direct the check-out of utilities, operations, systems and equipment for readiness and assist in their initial start-up and testing by the subcontractors. (k) Record Drawings: Monitor the progress of Constructors' forces on marked up field prints which shall be developed by Developer into the final record drawings. (1) Project Files and Records. Maintain in Procore, on a current basis, all Project files and records, including the following administrative records: • Constructor Licenses 17 5360 • Shop Drawing Submittal/Approval Logs • Contract Drawings and Specifications with Addenda • Warranties and Guarantees • Payment Request Records • Meeting Minutes • Lab Test Reports • Insurance Certificates and Bonds • Permits • "As-Built" Marked Prints • Operating & Maintenance Instruction • Daily Progress Reports • Monthly Progress Reports • Correspondence Files • Transmittal Records • Inspection and Safety Reports • Punch Lists • Project Schedule and Updates Developer will provide, or cause Prime Contractor to allow, County or its designees access to Procore for purposes of reference, review, or copying the Project files and records. (m) Record Contract Documents. Maintain in a safe place at the Site one record copy and one permit set of the Contract Documents, including, but not limited to, all drawings, specifications, addenda, amendments, change orders, construction change directive and field orders, as well as all written interpretations and clarifications issued by design professionals, in good order and annotated to show all changes made during construction. Continuously update the record Contract Documents throughout the prosecution of the Work to accurately reflect all field changes that are made. Certify the accuracy of the updated record Contract Documents. All buried and concealed items inside the Site, shall be accurately located on the record Contract Documents as to depth and in relationship to not less than two permanent features (e.g. interior or exteriorwall faces).The record Contract Documents shall be clean,and all changes,corrections and dimensions shall be given in a neat and legible manner in red. The record Contract Documents,together with all approved samples and a counterpart of all approved shop drawings shall be available to County and design professionals for reference. Upon completion of the Work, the record Contract Documents, samples and shop drawings shall be delivered by Developer to County, along with an electronic closeout package including the following: 1. Project Contact List 2. O&M Manuals and As-Builts 3. Permit Docs & Inspection Reports 4. Project drawings including CAD files of floor plans, surveys, HVAC 5. Project Submittals 6. All warranties/guarantees 18 5361 Section 707. Project Occupancy. Developer shall provide the following services, to facilitate the smooth, successful and timely occupancy of the Project by County: (a) Provide consultation and Project management to facilitate County's occupancy of the Project Facilities and provide transitional services to place the Project Facilities "on line" in such conditions as will satisfy County's operations requirements. The services include Developer's coordination of the delivery of furniture, fixtures and equipment for the Project, as further set forth in the FF&E Schedule (Exhibit G); provided, however, County assumes responsibility for the delivery to the Site of any items purchased directly by County pursuant to Section 905 herein. To the extent the FF&E Schedule conflicts with the Construction Plans and Specifications, the terms and conditions in the FF&E Schedule shall control. (b) Catalog operational and maintenance requirements of equipment to be operated by maintenance personnel and convey these to County in such a manner as to promote their usability. (c) Secure required guarantees and warranties and shall assemble and deliver same to County in the manner required by County. ARTICLE Vill. SAFETY AND SECURITY RESPONSIBILITIES Section 801. Responsibility for Safety of the Public. Pursuant to applicable standards and Laws and Regulations, as of the Effective Date and throughout the Access Term, Developer shall have full responsibility for the safety of the public with respect to the Project, including but not limited to visitors and invitees to the Project Facilities, with respect to the public's use of the Project Facilities, the condition of the Project Facilities, and for services or products provided or furnished by Developer. Section 802. Responsibility for Safety of Employees and Contractors. Pursuant to applicable standards and Laws and Regulations and as between Developer and County,throughout the Access Term Developer shall have full responsibility for the safety of Developer's employees and Constructors, and the protection of Project-related property, including the Project Facilities and the Site. Section 803. Safety Programs. Developer shall develop appropriate safety programs for all phases of the Project and implement and enforce such programs. 19 5362 Section 804. Responsibility for Security. Throughout the Access Term, Developer shall be responsible for the security of the Project Facilities and operations against theft, vandalism, and intentional damage or attacks, and for compliance with all applicable governmental security requirements. Section 805. Compliance with Safety and Security Programs. County shall comply with Developer's safety and security programs while at the Project Facilities. Section 806. Limitations on Authority and Responsibility. County shall not at any time supervise, direct, control, or have authority over the Project, nor shall County have authority over or be responsible for the means, methods, techniques, sequences, or procedures of construction selected or used by Developer or any Constructor, or the safety precautions and programs incident to the Project, or for security or safety at the Project Facilities while such are under Developer's care and control. This limitation does not prevent County from observing and inspecting the Work as provided in Section 1101. ARTICLE IX. PAYMENTS AND TAXES Section 901. County's Funding Limitation. As full compensation for Developer's performance of the Work, County will pay the Funding Limitation. This is a fixed priced Agreement. The Funding Limitation is all-inclusive and County will not compensate or reimburse Developer any other amounts related to performance of the Work. County will pay Developer in arrears the price agreed to for each payment Milestone (Exhibit B). County will not pay Developer any more than the Funding Limitation in exchange for delivering the Project requirements. If it becomes necessary for County to request Developer to render any additional Work, beyond or in variance of the Construction Plans and Specifications, then the Parties will follow the Change Order process in Article XV. Such additional Work shall not be performed unless set forth in a Change Order. County shall not be obligated to pay or reimburse Developer more than the amount obligated pursuant to the Agreement and such Change Order for the additional Work. Section 902. Reserved. Section 903. Payments and Retainage. (a) The Development Budget and Schedule of Values (Exhibit B) will govern County's payments to Developer.The Development Budget may be revised by Change Order in accordance with Article XV. 20 5363 (b) On or before July 30, 2024, and the 30th day of each month thereafter, through the term of this Agreement, Developer may submit an application for payment using the form of pay application attached hereto as Exhibit D, accompanied by a release and affidavit of payment,and releases in accordance with Section 255.05, Florida Statutes,from all Constructors showing that all materials, labor, equipment and other bills associated with the Work covered by the application for payment have been paid in full through the period of time covered by the application for payment, unless Developer's surety provides County with written consent for such payments under the Contract. County shall not be required to make payment until and unless these affidavits are furnished by Developer. Further, if Developer is withholding any portion of a payment to any subcontractor (other than retainage) for any labor, services, or materials for which County has paid Developer, Developer agrees to refund such money to County. The application for payment may also include amounts applicable to materials and equipment stored off site for subsequent incorporation into the Work. (c) Upon receipt of the application for payment by the office identified on the application, County will record the date of receipt. If the application for payment meets Contract requirements, County will pay Developer 20 business days after the date on which it is received. (d) If the application for payment does not meet Contract requirements, County shall reject the application within 20 business days after the date on which it is received.The rejection shall be written and specify the deficiency and the action necessary to make the application proper. Developer may thereafter submit an application for payment correcting the deficiency. If the corrected application meets Contract requirements, County will pay Developer 10 business days after the date on which it is received. If the corrected application remains deficient, County shall reject it within 10 business days. This process may be repeated until the application meets Contract requirements. (e) If County disputes a portion of the application for payment, it will pay the undisputed portion. If the Parties cannot resolve a dispute over an application for payment, the dispute will be resolved in accordance with Subparagraph 2(J) of County's Purchasing Policy, and section 218.76(2), Florida Statutes (2023). (f) Upon Developer's receipt of payment by County, Developer will pay Constructors in compliance with section 218.735(6), Florida Statutes (2023). (g) Payments to Developer shall in no way imply approval or acceptance of Developer's work, including but not limited to any defective or deficient work, regardless of whether patent or latent. (h) County shall retain 5% of the gross amount of each payment request. Such sum shall be accumulated and not released to Developer until final payment is due. 21 5364 (i) Within 30 days after Substantial Completion, County will develop a single punch list of items and the estimated cost to complete each item on the list required to render the Work complete, satisfactory and acceptable. County will provide a first draft of the punch list within 14 days of Substantial Completion. Developer will notify County of acceptance or of any changes requested within 7 days of receipt of the punch list. The punch list does not relieve Developer of the responsibility for corrective work or for pending items not yet completed for the Project and any items that are identified after development of the punch list that are required to correct or complete the Project remain the responsibility of Developer. (j) Within 20 days after delivery of the punch list, County will pay Developer the remaining Contract balance that includes all retainage previously withheld, less an amount equal to 150 percent of the estimated cost to complete the items on the list. Warranty items or items not included in the punch list may not affect the final payment of retainage. (k) After the delivery of the punch list, Developer will have at least 30 days to complete the Work. Upon completion of all items on the list, Developer may submit a payment request for the amount withheld by County pursuant to paragraph (j). If a good faith dispute exists as to whether one or more items identified on the list have been completed pursuant to the Contract, County may continue to withhold up to 150 percent of the total costs to complete such items. (1) If County fails to comply with its responsibilities to develop the punch list within the time limitations provided, Developer may submit an application for payment to County for the remaining balance of the Contract, including all remaining retainage withheld by County. County must pay Developer within 20 business days after receipt of a proper application for payment. If County has provided written notice to Developer specifying the failure of Developer to meet contract requirements in the development of the list of items to be completed, County must pay Developer the remaining balance of the Contract, less an amount equal to 150 percent of the estimated cost to complete the items that County intended to include on the list. (m) County shall not be obligated to make payment for amounts that are the subject of a good faith dispute made in writing pursuant to the contract or the subject of a claim brought pursuant to Section 255.05, Florida Statutes. (n) All payments due under this section and not made within the time periods specified by this section shall bear interest at the rate of 2 percent per month. Section 904. Final Payment. (a) County shall make final payment to Developer within 20 business days after the Work is finally accepted by County, provided that Developer first, and as an explicit condition precedent to the accrual of Developer's right to final payment, shall have furnished County with a properly executed and notarized final payment affidavit (conditioned only upon receipt of final payment) and releases from all Constructors, or a duly executed copy of the surety's consent to 22 5365 final payment and such other documentation that may be required by the Contract Documents or County. (b) Developer's acceptance of final payment shall constitute a full waiver of any and all claims by Developer against County arising out of the Contract or otherwise relating to the Project, except those identified in writing by Developer as unsettled in the final application for payment. Neither the acceptance of the Work nor payment by County shall be deemed to be a waiver of County's right to enforce any obligations of Developer hereunder or to the recovery of damages for defective Work not discovered by County at the time of final inspection. County retains the right to recover damages for the recovery of defective or deficient Work not discovered by County at the time of final inspection. After final payment has been made by County to Developer, if County identifies an obligation under the Contract Documents that Developer has not performed, then Developer shall perform the obligation. County shall reimburse Developer for the cost of performing the post final payment obligation only if: (i) County has not previously reimbursed or otherwise paid Developer for performing that obligation, and (ii) the cost of reimbursing Developer is within the Funding Limit. Section 905. Owner Direct Purchase. (a) County may elect to buy Project goods directly from providers to realize sales tax savings in accordance with section 212.08(6), Florida Statutes, and Rule 12A1.094, Florida Administrative Code. Any such election shall be made by County on or before August 9, 2024, and shall be limited to purchases for "single delivery" goods which are valued at $50,000 or greater including, but not limited to, the generator, condensing units, AHU, and mini splits, and only in such instances where the utilization of the process will not unreasonably delay Developer's progress on the Work. Developer shall use commercially reasonable efforts to cooperate with County in this regard by, for example, providing information for the preparation of purchase orders, monitoring deliveries, and approving invoices. Developer shall also flow down the contract terms to its Constructors outlined in Article VII.The Development Budget shall be adjusted to account for any such direct expenditures by County for items that are delivered to the Site and credited to reflect the amount of tax savings. Before final payment, a final reconciliation of County's direct purchases against the Development Budget will be performed, and Developer will prepare any related deductive change orders for County's review and execution. (b) In compliance with Rule 12A1.094, Florida Administrative Code, County will issue a Certificate of Entitlement to Developer and Prime Contractor and to each vendor to affirm that the tangible personal property purchased from that vendor will go into or become a part of a public work. Notwithstanding anything contained herein to the contrary, County agrees that it will comply with the requirements of Section 212.08(6), Florida Statutes, and Rule 12A1.094, Florida Administrative Code, for any direct purchases for which County seeks to receive tax savings. County also acknowledges that in accordance with Section 121.08(6), Florida Statutes, if the Florida Department of Revenue later determines that such sales, in which County provided the dealer and Developer and Prime Contractor with a certificate of entitlement to the 23 5366 exemption,were not exempt sales to County,then County shall be liable for any tax, penalty, and interest determined to be owed on such transactions. ARTICLE X. COUNTY'S RIGHTS AND RESPONSIBILITIES Section 1001. General. (a) County shall give prompt written notice to Developer whenever County observes or otherwise becomes aware of (1) any development that affects the scope or time of performance of Developer's obligations, (2)any defect or nonconformance in Developer's Design and Construction work, or in the performance of any Constructor, or(3) the presence at the Site of any Constituent of Concern. (b) County shall grant Developer access and control over the Site throughout the Access Term. (c) County shall make decisions and carry out its other responsibilities in a timely manner so as not to delay Developer's performance of its obligations under the Contract. Section 1002. Review and Oversight of Project. (c) All submittals that Developer must prepare and deliver to County, for County's review and approval, shall comply with any submittal requirements made a part of this Agreement. County shall conduct such review promptly, and in writing shall either (1) approve the submittal, (2) approve the submittal subject to reasonable conditions, or (3) reject the submittal. County shall approve submittals without conditions unless it can identify with specificity why the submittal is contrary to the Project Requirements or the material terms of the Agreement. Approval of a submittal by County does not change the Project Requirements or any Contract requirements; all changes must be processed in accordance with Article XV below. (d) County shall not be responsible for discovering deficiencies in the technical accuracy of Developer's services. Developer shall correct deficiencies in technical accuracy without additional compensation, unless such corrective action is directly attributable to deficiencies in County-furnished information. ARTICLE XI. REPRESENTATIONS AND WARRANTIES Section 1101. Developer Warranties, Representations and Additional Covenants. Developer hereby warrants, represents and covenants to County as follows: 24 5367 (a) Developer is experienced, competent and qualified to perform the services, duties, obligations and other work contemplated by this Agreement; (b) Developer has and shall maintain at all times during the term of this Agreement sufficient expertise and other resources to perform its services, duties and obligations under this Agreement; (c) Developer holds and shall maintain at all times during the term of this Agreement all certifications as may be necessary to perform its services, duties and obligations under this Agreement. (d) Developer agrees to provide County with full access to and involvement in the Project. Without in any manner limiting the foregoing, County and its agents shall have access to the Project for purposes of observing and inspecting the work provided that such observation and inspection shall not unreasonably interfere with the construction of the Project. (e) If County notifies Developer of any work which it believes does not comply with the Plans and Specifications or is otherwise inadequate, Developer shall promptly investigate and notify County of any remedial action for such non-compliance that Developer proposes, which County may approve or disapprove. If such action is approved by County, Developer will promptly take such action and notify County when the action is completed. No failure to inspect or provide notice by County shall relieve Developer from its obligations under this Agreement. (f) Developer has examined and carefully studied the Contract Documents, and all data and reference items identified in the Contract Documents. (g) Developer has visited the Site, conducted a thorough, examination of the Site and adjacent areas, and become familiar with and is satisfied as to the general, local, and Site conditions that may affect the Project. (h) Developer is familiar with and is satisfied as to all Laws and Regulations that may affect the Project. (i) Developer has considered the available information, its observations, and the Contract Documents with respect to the effect of such information, observations, and documents on (1) the cost, progress, and performance of Design and Construction; (2) the means, methods, techniques, sequences, and procedures of construction to be employed by Developer; and (3) Developer's safety precautions and programs for the Project. (j) Based on the information and observations referred to in the preceding paragraph, Developer agrees that no further examinations, investigations, explorations, tests, studies,or data are necessaryfor proceeding with the Project underthe Contact terms, pursuant to the Milestones, the Access Term, the Funding Limitation, and in accordance with the other terms and conditions of the Contract. 25 5368 (k) Developer has given County written notice of all conflicts, errors, ambiguities, or discrepancies that Developer has discovered in the Contract Documents, and the written resolution thereof by County is acceptable to Developer. (1) The Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for proceeding with the Project. (m) Developer has performed due diligence with respect to the Project costs; has sufficient financial and management strength for the Project; has or can obtain necessary licenses or can subcontract tasks to licensed entities; and has the skills and experience necessary for successful performance of its Contract obligations. (n) Developer has not engaged in corrupt, fraudulent, collusive, or coercive practices in competing for or in executing the Agreement. For the purposes of this certification: (i) "corrupt practice" means the offering, giving, receiving, or soliciting of anything of value likely to influence the action of a public official in the solicitation process or in the Agreement execution; (ii) "fraudulent practice" means an intentional misrepresentation of facts made (a) to influence the solicitation process or the execution of the Agreement to the detriment of County, (b) to establish Contract prices at artificial non-competitive levels, or (c) to deprive County of the benefits of free and open competition; (iii) "collusive practice" means a scheme or arrangement between two or more proposers, with or without the knowledge of County, a purpose of which is to establish proposal prices at artificial, non-competitive levels; and (iv) "coercive practice" means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in the proposal process or affect the execution of the Agreement. (o) Developer is not prohibited from doing business with public entities under sections 287.133, .134, .135, .1351, .137, or .138, Florida Statutes (2023). (p) Developer is not on any list of companies declared ineligible to receive federal contracts (as maintained, for example, by the U.S. Office of Federal Contractor Compliance Programs, Office of Foreign Assets Control, the Excluded Parties List System, etc.). (q) Developer is not participating in a boycott of Israel and is not on the State Board of Administration's "Quarterly List of Scrutinized Companies that Boycott Israel." (r) Developer is not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List (collectively, "Scrutinized List of Prohibited Companies");to the extent that it is not preempted by Federal law, does not have business operations in Cuba or Syria; and is not on the State Board of Administration's "Scrutinized List of Prohibited Companies." 26 5369 (s) Developer is registered with, and uses, the E-Verify system for all newly hired employees in accordance with section 448.095, Florida Statutes (2023); and has not, within the last year, had a contract terminated under section 448.095(5)(c) bya public employer,contractor, or subcontractor. (t) Developer is in compliance with all applicable disclosure requirements set forth in section 286.101, Florida Statutes (2023), and has not been deemed ineligible for a grant or contract funded by a state agency pursuant to section 286.101(7). ARTICLE XII. ENVIRONMENTAL CONDITION OF SITE Section 1201. Constituent of Concern. (a) Except as otherwise disclosed to County in the Environmental Site Assessment Report, conducted by Environmental Corporation of America Inc. in accordance with the Interim Agreement, Developer is not aware of any Constituents of Concern located at the Site. (b) If Developer encounters or learns of an undisclosed Constituent of Concern at the Site, then Developer shall notify (1) County and (2) appropriate governmental officials if Developer reasonably concludes that doing so is required by applicable Laws or Regulations. (c) Developer shall be responsible for taking appropriate action to remediate, remove, or manage Constituents of Concern that Developer was aware of or suspected to be at the Site prior to the Effective Date, but failed to disclose to County, and for all related costs and expenses. Developer and County shall work together to minimize the impact on the Project of the Constituents of Concern. (d) The discovery of any Constituents of Concern discovered after the Effective Date and that Developer was unaware of and did not suspect to be at the Site, shall constitute a Relief Event. Developer and County shall determine the appropriate action to take in response to any Constituents of Concern discovered after the Effective Date and shall negotiate an equitable adjustment to the Access Term or Milestones (and the Funding Limitation, to the extent the discovery adversely impacts the Development Budget). ARTICLE XIII. INSURANCE AND INDEMNIFICATION Section 1301. Insurance. (a) Developer and Prime Contractor engaged in performance of activities under this Agreement shall comply with the insurance provisions contained in Exhibit F. 27 5370 (b) 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. No insurance policy required hereunder may be canceled, materially revised, or subject to non-renewal without at least thirty (30) calendar days prior written notice being given to County or, in the event of cancellation for non-payment of premium,ten (10)days priorwritten 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. (c) 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 County. Developer and County shall share equally any deductible or self- insured retention on insurance required hereunder. (d) Upon completion of the installation of the Temporary Fire Station, County shall be responsible for procuring all insurance policies and coverages for the Temporary Fire Station. Section 1302. Indemnification. Developer hereby agrees to indemnify, protect, defend and hold harmless 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, 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 Developer's conduct of the Work or the activities of Developer or Constructors on County's Property in connection with the Work 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 Laws and Regulations; 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 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, anyworkers compensation,disability benefit or other employee benefit acts. 28 5371 ARTICLE XIV. ASSIGNMENT AND TRANSFER; NO THIRD-PARTY BENEFICIARIES 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 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 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. ARTICLE XV. CHANGES Section 1501. Relief Events. Subject to the terms of this Agreement, County or Developer may seek a change in Milestones or the Access Term (or, as noted parenthetically, in the Funding Limitation), by submitting a proposed Change Order to the other Party, indicating the Relief Event that is the basis for such proposed change, and following the administrative terms in Section 1502.The Parties acknowledge the following specific possible Relief Events: • Changes in Laws or Regulations; • Breach of this Agreement by other Party; • Discovery of Constituents of Concern; • Temporary restraining orders or injunctions imposed on Project by a court; or • Failure by County to acquire clear title to the Fire Station Site (Exhibit A-1) by August 1, 2024. In the event a Relief Event delays the Project by more than 90 days, and such delay was not caused by Developer, Developer shall be entitled to seek a change in the Funding Limitation, provided Developer can demonstrate the delay has adversely impacted the Development Budget. Section 1502. Administration of Proposed Contract Changes. (a) When a possible Relief Event occurs, the Party seeking relief shall give the other Party prompt notice of the Relief Event, not exceeding 30 days after the possible Relief Event occurs. 29 5372 (b) Within 30 days after giving notice,the Party seeking relief shall submit to the other Party a proposed Change Order, in a form attached hereto as Exhibit D, including detailed supporting documentation. (c) The Parties shall meet and confer regarding the Change Order and attempt to negotiate an agreeable resolution. All mutually agreed Change Orders shall be made part of this Agreement via an amendment pursuant to Section 1715. (d) If negotiations are not successful, then the Party seeking relief shall present the other Party with a final position in the form of a specific proposed Change Order. The receiving Party shall approve or reject the proposed Change Orderwithin 30 days of receipt. If the receiving Party has not approved or rejected the proposed Change Order within 30 days after receipt, the proposed Change Order shall be deemed rejected. (e) In the case of a rejection of the proposed Change Order, the Party seeking relief shall have the option of exercising its rights under Article XVI, Final Resolution of Disputes. ARTICLE XVI. FINAL RESOLUTION OF DISPUTES Section 1601. Unresolved Change Order. If the Party submitting a Change Order under Article XV does not obtain the relief sought, and the administrative procedures set out in Section 1502 have been followed, the Party may proceed to the final resolution of disputes under this Article. Section 1602. Mediation. If the Designated Representatives cannot resolve any unsettled Change Order, claims, counterclaims, disputes, and other matters in question between them arising out of or relating to the Project, or the Contract or the breach thereof ("Dispute"), then the Designated Representatives will refer the Dispute to the County Attorney and the general counsel of Developer, or any other officer duly appointed by Developer. If County and Developer cannot resolve the Dispute within 30 days after referral of the Dispute to such officers,then either Party may request mediation of the Dispute by a mutually acceptable mediator. The Parties will participate in the mediation process in good faith. The process shall be conducted on a confidential basis and shall be completed within 120 days of submission to mediation.The Parties will share equally the mediator's fees and related charges. Section 1603. Final Resolution of Disputes. If neither Party requests mediation, or if mediation is unsuccessful in resolving a Dispute, then (a)the Parties may mutually agree to a dispute resolution of their choice, or(b) either Party may seek to have the Dispute resolved by litigation. IN THE EVENT LITIGATION IS PROSECUTED 30 5373 BY ANY PARTY, 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 shall be the state courts in Monroe County, Florida. 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. ARTICLE XVII. MISCELLANEOUS Section 1701. 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. Section 1702. Laws and Regulations. County and Developer shall comply with applicable Laws and Regulations. Developer specifically agrees that in the performance of the Project, 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. Developer shall possess and take commercially reasonable measures to assure that Developer's team members and contractors and subcontractors possess, and maintain in effect all licenses, permits, registrations, certificates, and authorizations required by any law or by any governmental authority for the Project. Section 1703. 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 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: 31 5374 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: Matt Everett Email Matt@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 Section 1704. Severability. If any of the provisions of the Agreement shall contravene or be invalid under the laws of the State of Florida, such contravention or invalidity shall not invalidate the entire Agreement, but it shall be construed as if not containing the particular provision or provisions held to be invalid, and the rights and obligations of the Parties shall be construed and enforced accordingly. Section 1705. No Waiver. No waiver of provisions of the Agreement or any amendment thereto shall be effective unless they are in writing and signed by the Party against which enforcement is to be had. Section 1706. Mutual Waiver. 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 32 5375 any other legal or equitable principles whatsoever, or for any loss of profits, opportunity, reputation, financing or revenue. Section 1707. Independent Contractor. While Section 255.065, Florida Statutes, refers to public-private partnerships, that reference is to a means of project delivery, and not a description of a legal entity or relationship. The Contract does not create any principal-agent or employer-employee relationship, partnership, or joint-venture between the Parties. Section 1708. Contractors and Consultants. Developer may retain such contractors and consultants as Developer deems necessary to assist in the performance or furnishing of Developer's responsibilities, subject to reasonable, timely, and substantive objections by County. Developer Team members are identified on Exhibit E attached hereto. Developer shall provide County notice of any changes or substitutions of Developer Team members. Section 1709. Electronic Transmittals. (a) County and Developer may transmit, and shall accept, Project-related correspondence, documents,text, data, drawings, information, and graphics, in electronic media or digital format, either directly, or through access to a secure Project website, in accordance with a mutually agreeable protocol. (b) County and Developer shall jointly develop protocols for electronic or digital transmittals. Section 1710. Use of Documents. Developer shall provide County with final record drawings for all Project Facilities. County may retain copies of all such drawings for information and reference in connection with the Project Facilities. Upon final payment by County of the compensation due to Developer under this Agreement, all rights and interests, including the copyright, in the design, including any Drawings and Specifications, shall pass to County, subject to the following limitations: (a) County acknowledges that such documents are not intended or represented to be suitable for use on the Project unless completed by Developer, or for use or reuse by County or others on extensions of the Project,on any other project,or for any other use or purpose,without written verification or adaptation by Developer or a duly licensed design professional; (b) Any such use or reuse, or any modification of the documents, without written verification, completion, or adaptation by Developer, as appropriate for the specific purpose 33 5376 intended, will be at County's sole risk and without liability or legal exposure to Developer or to its officers, directors, members, partners, agents, employees, and consultants. Section 1711. Designated Representatives. The Parties designate the following individuals to act as their representatives with respect to the responsibilities under the Contract. County Developer Kevin Wilson Matt Everett Each individual shall have authority to transmit instructions, receive information, and render decisions relative to the Project on behalf of the respective Party whom the individual represents. Either Party may change its Designated Representative by proving written notice of the change to the other Party in accordance with the Notices section of this Agreement. To facilitate efficient communication and information exchange relating to the Project, all official communication about material issues related to the Project shall flow through the Designated Representatives. Each Designated Representative is responsible for the further dissemination of information to other members of their respective teams. Each Designated Representative will actively involve and make available other team members to participate in regularly scheduled Project planning and progress meetings. Section 1712. 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 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 Developer with instructions on how to use said method. Delivery of this Agreement or any other document contemplated hereby bearing an 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. 34 5377 Section 1713. Public Records. (a) Any document submitted to County may be a public record and is open for inspection or copying by any person or entity. "Public records" are defined as all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of official business by any agency per Section 119.011(12), Florida Statutes. Any public record is subject to inspection and copying unless exempted under Chapter 119, Florida Statutes, or as otherwise provided by law. (c) In accordance with Section 119.0701, Florida Statutes, Developer, when acting on behalf of County, as provided under Section 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, provide County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time unless exempted under Chapter 119, Florida Statutes, or as otherwise provided by law. Additionally, Developer shall provide the public records at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (d) 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, BRADLEY-BRIAN@MONROECOUNTY- FL.GOV. (e) Subject to any statutory requirements, Developer shall maintain the confidentiality of all financial and other operational information relating to the Project, except to the extent that (i) disclosure is required by law, (ii) disclosure is required for any filing or application in connection with a permit, certificate of occupancy, license orfranchise, or(iii) such confidential information needs to be provided to any other consultant or professional being engaged by or on behalf of County. 35 5378 Section 1714. Warranty of Authority; 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. Section 1715. Amendments. This Agreement may be amended or modified only in writing, executed by each Party. Any approved Change Orders will be made part of this Agreement via written amendment. 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. Section 1716. Agreement Copyright. The form of this Agreement is a modified version of EJCDC° 133-508, Copyright © 2014 by the National Society of Professional Engineers,American Society of Civil Engineers, and American Council of Engineering Companies, or is based in part on excerpts from EJCDC documents.Those portions of the text that originated in published EJCDC documents remain subject to the copyright. ARTICLE XVIII. SUSPENSION AND TERMINATION Section 1801. Suspension. County may suspend the Project for up to 90 days upon seven days written notice to Developer. County shall be responsible for direct, reasonable, and documented costs resulting from the suspension, including all demobilization, remobilization, lost fees, revenue, impact on financing costs and reasonable Site overhead costs resulting from any suspension. Section 1802.Termination. (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 shall have the right to give written notice of such Developer Default to Developer, and if,within 30 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 36 5379 within the period for the performance and completion of the Project), 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 to recover damages sustained by County and other available remedies, and 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 shall have the right to give written notice of such County Default to County, and if, within 30 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 Project), 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. In such event, County shall pay Developer the value of Work completed based upon the percentage of work completed to the extent not already paid by County, in addition to all other direct, reasonable, and documented costs resulting from the termination, including all demobilization costs incurred by Developer to terminate contracts with any subcontractors, and the reasonable cost of County approved materials which have been delivered but not paid for by County and cannot be used otherwise. Section 1803. Annual Appropriations. (a) The performance and obligation to pay by County under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners and the approval of the Board members at the time of Agreement initiation and its duration. (b) If funds are not appropriated for this Agreement, then this Agreement shall terminate as of September 30 of the last fiscal year for which funds were appropriated. County shall notify Developer in writing of any such non-allocation of funds as soon as possible. If this Agreement is so terminated, County will pay Developer a pro rata share of the firm fixed price for the portion of Work actually provided before the date of termination. Developer will not be entitled to recover any damages in connection with a termination for non-appropriation, including, but not limited to, lost profits on future Work. [signatures on next page] 37 5380 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 By: Holly Merrill Raschein, Mayor Date: FORTRESS SECURED, LLC By: Date: 38 5381 EXHIBIT A-1 Legal Description of Site Fire Station Site A Tract of land in a part of Gov't Lot 3, Sec. 3, T67S, R27E, on Sugarloaf Kay, Monroe County, Florida and being more particularly described by metes as bounds as follows: Commending at the intersection of the West Line of Gov't Lot 3 and the Northerly right-of-way of U.S. Highway No. 1, bear North 56 degrees, 02 minutes and 38 seconds East along the Northerly right-of-way line of U.S. Highway No. 1 for a distance of 644.56 feet to the Point of Beginning of the tract of land hereinafter described; from said Point of Beginning, continue bearing North 56 degrees, 02 minutes and 38 seconds East along the Northerly right-of-way of U.S. Highway No. 1, 100.0 feet; thence bear North 33 degrees 57 minutes and 22 seconds West, 110.0 feet; thence beat South 56 degrees, 02 minutes and 38 seconds West, 100.0 feet; Thence bear South 33 degrees, 57 minutes and 22 seconds East for a distance of 110.0 feet bac to the Point of Beginning. Together with LANDS DESCRIBED IN OFFICIAL RECORDS BOOK 691, PAGE 384 OF THE PUBLIC RECORDS OF MONROE COUNTY, FLORIDA: A Tract of land Easterly of the adjacent to "THE SUGARLOAF VOLUNTEER FIRE DEPARTMENT PROPERTY" on Sugarloaf Key, Monroe County, Florida and being more particularly decided by metes and bounds as follow: Being a part of Government Lot 3, Section 3,T. 66S., R. 27E., commencing at the Southeast Corner of "THE SUGARLOAF VOLUNTEER FIRE DEPARTMENT PROPERTY" as described in Official Records Books OR415-48 and OR416-914, said Corner being the POINT OF BEGINNING of the tract of land hereinafter described and also being on the Northerly right-of-way line of U.S. Highway No. 1, bear North 56 degrees, 02 minutes and 38 seconds East, along the northerly right-of-way line of U.S. Highway No 1, 100 feet; thence bear North 33 degrees, 57 minutes and 22 seconds West 110 feet; thence bear South 56 degrees, 02 minutes and 38 seconds West, 100 feet to the Northeast corner of "THE SUGARLOAF VOLUNTEER FIRE DEPARTMENT PROPERTY"; thence bear South 33 degrees, 57 minutes and 22 seconds East, along the Eastly line of the" THE SUGARLOAF VOLUNTEER FIRE DEPARTMENT PROPERTY", 110 feet back to the POINT OF BEGINNING. Containing 0.505 acres or 22,000 square feet, more or less. Together with a portion of the Existing Right of Way of State Road 5 (Overseas Highway/U.S. Highway No. 1) as per Deed Book G-6, Page 42 and as shown on Florida Department of Transportation Right of Way Map. Section 90020, lying in Government Lot 3, Section 3,Township 67 South, Range 27 East, Sugarloaf Key, Monroe County, Florida, more particularly described as follows: 5382 Commence at the Intersection of Sugarloaf Boulevard with the Baseline of Survey of State Road 5 (Overseas Highway/U.S. Highway No. 1) as per said Florida Department of Transportation Right of Way Map, Section 90020; Thence N56°19'03"E along said Baseline of Survey of State Road 5 (Overseas Highway/U.S. Highway No. 1) for a distance of 796.10 feet; Thence N33°40'57"W for a distance of 53.00 feet to the Northwesterly Right of Way line of State Road 5 (Overseas Highway/U.S. Highway No. 1) and THE POINT OF BEGINNING of the following described parcel; Thence continue N33°40'57"W for a distance of 47.00 feet to said Northwesterly Right of Way line of State Road 5 (Overseas Highway/U.S. Highway No. 1); Thence N56°19'03"E along said Northwesterly Right of Way line of State Road 5 (Overseas Highway/U.S. Highway No. 1) for a distance of 219.96 feet;Thence S33°40'57"E for a distance of 47.00 feet;Thence S56°19'03"W for a distance of 219.96 feet to THE POINT OF BEGINNING. Containing 10,338 square feet or 0.237 acres, more or less. Temporary Fire Station Site Tract "A" and Tract "B", Replat Section of Lots 1 and 2, Sugarloaf Shores, according to the Plat thereof, recorded in Plat Book 7, Page 33, of the Public Records of Monroe County, Florida. 5383 EXHIBIT A-2 DEVELOPMENT PLAN 5384 Sugarloaf Exhibit A-2 Development Plan — Site Plan Concept , a )tip k � � ��✓ti�.. a�„��![Y �rA , t 0 � I � W W r� WE PI OVENGI�I�L .......................................... ......� 4 5385 Sugarloaf Exhibit A-2 Development Plan — Floor Plan Concepts � e 77) a r j, U — < u v WAhflht(°(WPIlANbNOTAII(YIMp;, ..,.. '.YS u (' sT U r n7, , _.:....._,_ ------- r 1 BDd AD R D OR PLAN FOIAT01DNAL 5386 Sugarloaf Exhibit A-2 Development Plan — Elevation Concepts OJIa w r .l�.... r oII I�� h C'uF Lill&YP dIG;I fV It�r ru Gk "" G 4 Ids 0 1 f F i +Y �iu��aa.w�rw��rwas�¢,mt,nswr,,��errr�r��:�a ...._. v „ 5387 Sugarloaf (Exhibit A-2 development Plan — Temp Station Concept I m kw danaraV N+fotos Pt slt�F I' 71�y U,'� r'•ow,ernr n i.us ae, d r 5388 EXHIBIT B Development Budget 5389 0 O o o o o o O o O o o o o o O o O o O o O o O o o M C..:1 y O O O o o o O o O o o o o o O o O o O o O o O o O LO i..l..� p) G O O O O O G O G O O O O O G O G O G O G O G O O R {q tR tR tR tR tR M M M M M M M M M M M M M M M M M M M 0.. _ C � N OJ O m kx ai O O O O O O O O O O O O O O O O O 0 O O O O O O O fV. O O O O O O O O O O O O O O O O O O O O O O O O tTk Y OJ t^ V W M O N ry n V O N t0 n N m N tS? y N l0 n Do l0 m n 'I O v m O Om M tR ry ry tR tR re ^ n O O t0 t0 ,y IU LL O tR ~ tR h jp � rvW tR NW N tR iR n M � w 'I M M N rvW QI m 1R iR iR yt M iR ... 0 0 0 0 0 0 0 0 O O O O O O O O O O O O O O O O O O O O O O O O o O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O 9 y O O O O O O O O O O O O O O O O O O O O O O O O O c Im O O O O O O O O O O O O O O O O O O O O O O O O O MCC p O O O O O O O O O O O O O O O O O y' w w w w w yt w yt w w w w w yt w yt w yt w yt w yt w w H ay+ Eoo 0. uN O O O O O O O O O O O O O O O O O O O O O O O O O N a O O O O O O O O O O O O O O O O O O O O O O O O O jp i+9 O O O O O O p O p O O O O O p O p O p O p O p O O C OJ iR tR tR tR tR tR yt tR yt tR tR tR tR tR yt tR yt tR yt tR yt tR yt tR tR LL W N O R� FaN p O O O O O O O O O O O O O O O O O O O O O O O O O p O O O O O O O O O O O O O O O O O O O O O O O O O p O O O O O p O p O O O O O p O p O p O p O p O O OJ iR tR tR tR tR tR M M M M M M M M M M M M M M M M M M M W p, N L W f a E O N O O O O O O O O O O O O O O O O O O O O O O O O O U O O O O O O O O O O O O O O O O O O O O O O O O O Y O p O O O O O p O p O O O M O O p O p O p O p O p O O M M M M M M M M M M M M M O 0 3 a+ 0 E O IL O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O 9 O W n ry W W e v m �n m m n ry . n v o ry ti m n n Na m ry 9 O V V w O ry ry V r6 Oi O 40 W m o v m o �n o m M w w w M m n G o 40 4o ti i.ri ccU' O M M M M N NW R n M b w of M M N rvW N � iR iR � iR iR tV O O O O O O O O O O O O O O O O O O O O O O O O O p O O O O O O O O O O O O O O O O O O O O O O O O 9 yi p O O O O O p O p O O O O O p O p O p O p O p O O y y w w w w w w w w w w w w w w w w w 1 U 0 R at Qu O O O O O O O O O O O O O O O O O O O O O O O O 0 o O O O O O O O O O O O O O O o O O O O O O O ry O tp G O a; OJ CO V Oi h O O N ry n ^ N ry m ~ n N O ry n v o ry m ti m m n n ,a m 9 O v o W0vt OM MI nW ry ry nW vW M M m O O w t0 ti L O VW rl M M a M M DoIn0 O 'I M N M ~ y rvW tR NW N NW iR n M w 'I M M N rvW N � iR iR � iR iR Y O 3 0 m c a u m N OJ C N p � W M c N u - CL 2 L O E o U W H N C w N `w c O pi L o l0 u 7 w > Q = 'p N u o C N um OJ W C OJ O O N _ W Q N C E LL m V u c w L m y m o Q s o a p `w ., m W O o m IL a m' a w 3 F — c o 0 0 0 0 0 0 0 Z o 0 0 0 0 0 0 0 4 0 0 0 0 0 0 0 0 O O O O O O O O O O O O O O O O O O O O O O O O O O M y O O O o O o o o o o o o o o o O o o o o O o o O O O LO i..l..� O� CI O O O CI O O O O O O O O O O CI O O O O CI O O CI O O R {q tR tR tR M M M M M M M M M M M _ C � N OJ O m kx ai O O O O O O O O O O O O O O O O O O O O O O O O O O fV. p O O O O O O O O O O O O O O O O O O O O O O O O O tTk Y O w w tV Io N N .a m M v v tti m y•-� m v O o �IL V M tR tR tR l0 ~ V rIW rIW tR tR tR fVW l0 tR tR tR 1� ^ � N ~ ~ "l:Y R N Of M M M M N rIW tR a M M QI 0 0 0 0 0 O O O O O O O O O O O O O O O O O O O O O O O O O o O O O O O O O O O O O O O O O O O O O O O O O O O O O O O CI O O O O O O O O O O O O O O O O O O 9 y O O O O O O O O O O O O O O O O O O O O O O O O O O C a+ O O O O O O O O O O O O O O O O O O O O O O O O O O LL p O O O O O O O O O O O O O O O O O O O O O _.o O y' w w w yt w w w w w w w w w w yt w w w w yt w w yt w w Hay+ Eoo 0. u� O O O O O O O O O O O O O O O O O O O O O O O O O O N a O O O O O O O O O O O O O O O O O O O O O O O O O O jp i+9 O O O O p O O O O O O O O O O p O O O O p O O p O O C w iR tR tR tR yt - - - - - - - - - tR yt tR tR tR tR yt tR tR yt tR tR LL W N O R� FLL� m O O O O O O O O O O O O O O O O O O O O O O O O O O p O O O O O O O O O O O O O O O O O O O O O O O O O O p O O O p O O O O O O O O O O p O O O O p O O p O O OJ iR tR tR tR M M M M M M M M M M M M M M M M M M M M M M W LL yN L W f a E O N O O O O O O O O O O O O O O O O O O O O O O O O O O U O O O O O O O O O O O O O O O O O O O O O O O O O O Y O p O O O p O O O O O O O O O O p O O O O p O O p O O '' M M M M M M M M M M M M M M M M M M M M M M M M M M O 0 3 a+ 0 E O IL O O O O O O O O O O O O O O O O O O O O O O O O O O p O O O O O O O O O O O O O O O O O O O O O O O O O m ^ V V m yj w O W V ..I W W O ..j V O1 w w 'O W a v M v m m �o ~ m pp m m N N .a m M v v W v M v m m n v m v m m m 'o m M Io m .a m n 9 w m v O O 1 w R m W W tp m �y � �O �O tR V V � l0 tR O1 n O N ti ti i.11 M tR tR tR l0 V rIW rIW tR tR tR fVW l0 tR tR tR 1� � N K I=/yl� M � M M M M N� rIW tR � rIW rIW LC' O O O O O O O O O O O O O O O O O O O O O O O O O O p O O O O O O O O O O O O O O O O O O O O O O O O O 9 yi p O O O p O O O O O O O O O O p O O O O p O O p O O y y w w w w w w w w w w w w w w w w w w w w w w 1 U 0 R at Qu O O O O O O O O O O O O O O O O O O O O O O O O O O p O O O O O O O O O O O O O O O O O O O O O O O O O 9 ^ V V m yj t0 O v' W V O ..j V O1 w w pp m m N N .a m M v v M v m m n v m v m m m LQ IR m Io M m .a m n 9 w m v O L O M tR tR tR l0 V rIW rIW tR tR tR fVW l0 tR tR tR 1� � N y N Of M M M M N tR tR a M M N iR iR iR iR Y O 3 0 m c C rn u L N F O W W � O O w C O C i E W U LL O M.oCC_t NO sw o t a? LL' o wO Un aWa+ wrnw Q oO O w ° O w EL' N uw a E w =Ww uao c W- ma 0 LL N W N C O O O O O Z O O O O O O 4 E O m O m v m m o m v o _ _ O W o ~ ry o O O O O O O O O O O ,py y ,My M M N ...... O O o O o O o o O o o o O o o O o o o o O o o o O O LO C:-� y O O O O O O O O O O O O O O O O O O O O O O O O O O LO pY o p o p o p o o p o 0 o p o o p o 0 0 o p o 0 0 o �p tR yt tR yt tR yt tR tR yt tR tR tR yt tR tR yt tR tR tR tR yt tR tR tR tR iR i].. _ C � N OJ O ai O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O p tTk Y t0 w Oj m 'I W M N O ^ W ry 40 40 ^ m W W M W M AI tV OJ t^ N W n m N V tp m W n W M O tp tp O tp Obi N 4S? 2 C•C `� � O � W � V a ry � � m � W V 40 40 N ry 40 n h N i�U g LL U M O � t0 M 'I M ti N ti M a ry V a M M V ry t0 M M M M "l:Y �p rvW 'I M M N rIW M rvW rIW t0 rvW tR 1� M M N rIW N Q� m M iR iR iR iR iR iR ... 0 0 0 0 0 0 0 0 O O O O O O O O O O O O O O O O O O O O O O O O O p o O O O O O O O O O O O O O O O O O O O O O O O O O p ••,• O � O � O � O O O O O O O O O O O O O O O � 9 y O O O O O O O O O O O O O O O O O O O O O O O O O O c a+ O O O O O O O O O O O O O O O O O O O O O O O O O p LL O O O O O O O O O O O O O O O O O O _.�O w yt w yt w yt w w yt w w w yt w w yt w w w w yt w w w w yt Hay+ Eoo 0. u� O O O O O O O O O O O O O O O O O O O O O O O O O O N a O O O O O O O O O O O O O O O O O O O O O O O O O p y�0 O p O p O p O O p O O O p O O p O O O O p O O O O p C OJ tR yt tR yt tR yt tR tR yt tR tR tR yt tR tR yt tR tR tR tR yt tR tR tR tR yt LL W N O R� FLL� 9 O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O `y O p O p O p O O p O O O p O O p O O O O p O O O O p tR yt tR yt tR yt tR tR yt tR tR tR yt tR tR yt tR tR tR tR yt tR tR tR tR yt W ILy N L OJ f a E O N O O O O O O O O O O O O O O O O O O O O O O O O O O U O O O O O O O O O O O O O O O O O O O O O O O O O O Y O O p O p O p O O p O O O p O O p O O O O p O O O O p •)^ tR M tR M tR M tR tR M tR tR tR M tR tR M tR tR tR tR M tR tR tR tR M O 0 3 a+ 0 E O IL O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O p 9 tp 40 Of m '.j W M ry O ^ W ry 40 40 ri m W W tp M W ry M ryj y t j M O t0 tR •+ tR ~ N rvW a ry v a tR tR v ry t0 rvW tR 0 m y M .+ rIW iR N rIW M rvW rIW t0 rvW tR 1� M M N rIW N C} N iR iR iR iR iR iR iR k.C. O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O p 9 yi O p O p O p O O p O O O p O O p O O O O p O O O O p y y tR yt tR yt tR yt tR tR yt tR tR tR yt tR tR yt tR tR tR tR yt tR tR tR tR yt 1� U O R at Qu O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O p 9 tp 40 Oj m '.j W M N O ^ W ry W w ri m W W tp M W ry M ryj W W N ti o W o m N V tp N W � W rl N O tp tp n O rl w m w m 9 O O W G V a (n W V tp tp L> O o w t0 wW 'I mW ti N � rvW ti a ry v a tR � v ry t0 rvW tR � ti M y rvW 'I M M N tR M rvW tR t0 rvW tR 1� M M N tR N N iR iR iR iR iR iR iR Y O 3 0 m c a � O W W p� - Of OJ u � OJ CL c rn 0 o w y O O O O' Eu T W W K C a _ a _ o a c w O Od L w o N a n `m > `m L u u 3 O c7 `O- o E w E > > n > O1 - c ow U LL LL 2 W W W 7 C O O O O O O O O Z O O O O O O O O 4 E m o 0 0 o m o o m v o m v o W 'I N N N N W M m m m m fNfl O O O 0 fMfl M M ...... 0 0 0 0 o W O O O O O {O O� o 0 0 o _ C � N OJ O m kx a� O O O O O V O O O O O Y 0 N m O o 0 o ti Wt^ m m m m ti o ti m 1R 0 O O O O p o O O O O p O O O O � 9 y O O O O O O O O O p _'mo O LL w w w w w R w W Hay+ Eoo 0. u� O O O O O N a O O O O p y�m O O O O p C"W tR tR tR tR yt LL W N O R� Fay 9 O O O O O O O O O O O O O O O p `y w w w w W O. yN L W f a E O N O O O O O U 0 O O O O O Y ^ OW OW OW OW M O 0 3 a+ 0 E O IL O O O O O O O O O O m 0 9 W W 3 v m m m m ti j9 R v v O W L; mW 0 i.t1 CC O O O O O O O O O p 9 y O O O O p y y w w w w 1 m U 0 R at Qu O O O O O O O o 0 0 9 0 W m O W, to 0 m m m m ti 9 v v O Lw M mm O b N � m F c m Y O 3 0 m c a .0 w o w - w w w � - w = m � w w in `w m w w - � o O Z Q E m v EXHIBIT C Project Development Schedule 5394 Task Start Date End Date Days ProlpicsM 04/18/22 07/01/24 P3 Submittal to RPE 04/18/22 04/18/22 1 d Advertising Period 04/20/22 05/23/22 34d 3rd Party Reviewer Engagement 08/01/22 08/20122 20d RPE Proposal Award-Selection of Prevailing Proposal 07/21/22 07/21122 ld Access Agreement 08/19/22 08/27122 9d WIFI Lease Draft 08/19/22 08/27/22 9d WIFI Final Lease 110/10/22 06/01124 601 d Interim Agreement 01/18/23 01/27123 10d Soft Cost Budget for interim Agreement 091/27/22 01/03/23 99d Comprehensive Agreement 12/101/23 07/01/24 214d Project:Mscovery 08/01/22 09/114122 Project Requirements Discussions with RPE 08/01/22 08/23/22 23d Prototype Selections-Floorplan Concept Modifications 08/01/22 09/14122 45d Site Concepts 08/101/22 09/114/22 45d Due Diligence 1101/06/22 12/11/22 Survey[TopoYALTAITree 111/01/22 111119Y22 1 gid Environmental Phase 1 10/06/22 10/30122 25d Geotech and Borings 10/06/22 11/09/22 35d Environmental Impact Study 110/06122 12/111/22 67d Preliminary Traffic Study 111/01/22 11/19/22 19d Wetland/Endangered Species 1101/31/22 11/03/22 4d Design 110/02/22 08/20/24 Design Concept for Client Review 110/02/22 01/26123 117d Concept-Client Approval 04/17/23 04/17123 1 d Arch/Civil-Schematic Design 04/18/23 05/03123 16d Arch-Const Drawing 30% 05/04/23 05/28/23 25d Arch-Const Drawing 60% 05/29/23 12/01/23 187d Project Budget Estimating 112/02/23 01/17/24 47d Arch-Const Drawings 90% 112/07/23 04/01/24 117d Arch-Construction Drawings 100% 04/107/24 08/20124 136d Civil Design Start 04/18/23 04/18123 1 d Civil-Design Dev 30% 05/19/23 05/119123 1 d Civil-Design Dev 60% 12/02/23 01/15/24 45d Civil-Construction Dwgs 90% 04/02/24 04/26/24 25d Civil-Construction Dwgs 100% 04/27124 08/06/24 102d 100%CD Set Submitted to County 08/07/24 08/07124 1 d Entitlements,On-Site 05/29/23 12105Y24 Demo Permit Submittal 08/05/24 08/05124 Id Demo Permit Review 08/06/24 09/04/24 30d Demo Permit Approval 09/05/24 09/05/24 ld Planing Review Commitee-Vadence Approvals submittal 05/29/23 05/29/23 1 d Planing Review Commitee-Varience Approvals Review Period 05/30/23 08/16/24 445d Planing Review Commitee-Varlence Approved 08/17/24 08/17/24 1 d Permitting-Building submitted 09/20/24 09/20/24 ld Permitting-Building Permit Review Period 091/21/24 12/04124 75d Permitting-Building Permit Issued 12/05/24 12/05124 ld Entitlement%-Offsne Pervniffinq 08/109124 12/20/24 Water Mgm!Dwgs Submitted 08/09/24 08/111/24 1 d Water Mgmt Dwgs Review Period 08/11/24 10/10/24 60d Water Mgmt Permit Issued 110/10/24 11/09/24 1 d Util-Dwgs Submitted 08/09/24 08/11124 1 d Util-Dwgis Review Period 08/11/24 10/10124 60d LIM-Permit Issued 10/10/24 11/09/24 1 d FDOT-Drawings Submitted 08/09/24 08/11/24 1 d FDOT-Drawings Review Period 08/11124 10/20/24 180d FIDOT -Permit Issued 110/20/24 11/119124 1 d Off-Site Permit Issued 112/05/24 12/20/24 1 d Ancillary Civil Permits-DEP,etc 08/09/24 11/09/24 92 consu'uction 112120/24 06/08/26 Temporary Fire Station(trailers and infrastructure) 12/20/24 02/23125 60d Demolition 02/23/25 04/24/25 21d Site Construction 03/20/25 01/14/26 1 50d Building Construction 06/18/25 05/24/26 365d Cell Tower Construction(By Others) Certificate of Occupancy 05/24/26 06/03/26 1 d Tum-over/OM/Warranty 05/24/26 06/08126 15d 5395 EXHIBIT D Application for Payment Form Change Order Form 5396 � eQ M 0 E p ] 3 it i \ j ) { § \ > ] \ 0 \ _ o } _ 0 \ 0 / \_ / k 2 / A � \ a)» E k $ ] 2 2 ® j E \ » \ / § � CL \ o / I k < 7 ° \ / > G U) E � / \ k w k ( _ - c � _ - L £ \ \ k k a / / \ _ 2 / m « w w o ° ( m \ \ § \ (L § 2 § o z } \ 0 ) \ 0 / \ \ \ ) z ƒ / K a a S » m w o 0 0 0 0 0 0 o e o 0 0 0 k g g g g g g g g g m o 0 0 q m o m o 0 0 0 o m z 0 6 0 o - - - » a a a w 0 \ \ \ \ \ \ § ) - 3 0 3 0 § \ 0 0 0 0 o m (n3§ § 0 \ \ z - - - ƒk 2 z \ eI � L o § 2 � 2/ LU \ w ) ) W \ - \U) « E ® 2 CL /{/ f z A LU § - / \ E a _ \ / k \ ° - o k / - § E w ] LL � [ y CO U) 0 - k - \ \ - / ( § j b \ » J \ � \ _ 7 E _ )ƒ \f 6 - b / LU Eo g - M = 2 § - _ �r \ S Q f e w g t 0 g m a ) \ { } _ - I _ 2 / E z § § -ow U ) *a E } 0 /� j )_/ \ - f & - « �®p o2_ o E 3 [ {\ k \ \ ) � : o _ : 0 2 � ko� § � � � ® § { \ f � / 0 0 LO §\ // / \/ ) { \\ƒ § \j\ / § )\ / \ \ // ) \ { \/ j / j/ / / / � o �/\ o {§ 0 z § 3$ K ° ] R\ S o 2 A w a w a 0 6 & a a a A A / 00 O O O O O O O O O O O O O O O O O O O O O O O O O M C..:1 y O O O O O O O O O O O O O O O O O O O O O O O O O LO i..l..� p) G O O O O O G O G O O O O O G O G O G O G O G O O R {q tR tR tR tR tR M M M M M M M M M M M M M M M M M M M 0.. _ C � N OJ O m kx ai O O O O O O O O O O O O O O O O O 0 O O O O O O O fV. O O O O O O O O O O O O O O O O O O O O O O O O tTk Y OJ t^ V W M O N ry n V O N t0 n N m N tS? y N l0 n Do l0 m n 'I O M tR ry ry tR tR M LL O tR ~ tR h jp � rvW tR NW N tR iR n M � w 'I M M N rvW QI m 1R iR iR yt M iR ... 0 0 0 0 0 0 0 0 O O O O O O O O O O O O O O O O O O O O O O O O o O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O 9 y O O O O O O O O O O O O O O O O O O O O O O O O O c Im O O O O O O O O O O O O O O O O O O O O O O O O O MCC p O O O O O O O O O O O O O O O O O y' w w w w w yt w yt w w w w w yt w yt w yt w yt w yt w w H ay+ Eoo 0. uN O O O O O O O O O O O O O O O O O O O O O O O O O N a O O O O O O O O O O O O O O O O O O O O O O O O O jp i+9 O O O O O O p O p O O O O O p O p O p O p O p O O C OJ iR tR tR tR tR tR yt tR yt tR tR tR tR tR yt tR yt tR yt tR yt tR yt tR tR LL W N O R� FaN p O O O O O O O O O O O O O O O O O O O O O O O O O p O O O O O O O O O O O O O O O O O O O O O O O O O p O O O O O p O p O O O O O p O p O p O p O p O O OJ iR tR tR tR tR tR M M M M M M M M M M M M M M M M M M M W p, N L W f a E O N O O O O O O O O O O O O O O O O O O O O O O O O O U O O O O O O O O O O O O O O O O O O O O O O O O O Y O p O O O O O p O p O O O M O O p O p O p O p O p O O M M M M M M M M M M M M M O 0 3 a+ 0 E O IL O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O 9 O W n ry W W e v m �n m m n ry n v o ry ti 11 m n n .Na m ry 9 O V V w O ry ry V r6 Oi O 6W m o v m o �n o m M w w w M m n G o 40 4o ti i.ri ccU' O M M M M N NW R n M b w of M M N rvW N � iR iR � iR iR tV O O O O O O O O O O O O O O O O O O O O O O O O O p O O O O O O O O O O O O O O O O O O O O O O O O 9 yi p O O O O O p O p O O O O O p O p O p O p O p O O y y w w w w w w w w w w w w w w w w w 1 U 0 R at Qu O O O O O O O O O O O O O O O O O O O O O O O O 0 o O O O O O O O O O O O O O O o O O O O O O O ry O tp G O a; OJ CO V Oi h O O N ry n ^ N ry m ~ n N O ry n v o ry m ti m m n n ,a m 9 O v o W0vt OM MI nW ry ry nW aW M M m O O w t0 ti L O VW rl M M a M M DoIn0 O 'I M N M ~ y rvW tR NW N NW iR n M w 'I M M N rvW N � iR iR � iR iR Y O 3 0 m c a u m N OJ C N p � W M c N u - CL 2 L O E o U W H N C w N `w c O pi L o l0 u 7 w > Q = 'p N u o C N um OJ W C OJ O O N _ W Q N C E LL m V u c w L m y m o Q s o a p `w ., m W O o m IL a m' a w 3 F — c o 0 0 0 0 0 0 0 Z o 0 0 0 0 0 0 0 4 0 0 0 0 0 0 0 0 O o o o O o o o o o o o o o o O o o o o O o o O o o M C..:1 y O o o o O o o o o o o o o o o O o o o o O o o O O O LO i..l..� p) CI O O O CI O O O O O O O O O O CI O O O O CI O O CI O O R {q tR tR tR M M M M M M M M M M M _ C � N c O m kx ai O O O O O O O O O O O O O O O O O O O O O O O O O O fV. p O O O O O O O O O O O O O O O O O O O O O O O O O tTk Y 1. 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WyCR•IN-CL V� MMN tvR tmR tmR npf Mv Mm Mv m m m �o m M W�o m hry 10 m Do o ~ V O 0 �U:Y tR a M M QI 0 0 0 0 0 O O O O O O O O O O O O O O O O O O O O O O O O O o O O O O O O O O O O O O O O O O O O O O O O O O O O ••,• � O O O O O O O O O O O O O O O O O O O O O 9 y O O O O O O O O O O O O O O O O O O O O O O O O O O C a+ O O O O O O O O O O O O O O O O O O O O O O O O O O ma�LL p O O O O O O O O O O O O O O O O O O O O O y' w w w yt w w w w w w w w w w yt w w w w yt w w yt w w R w+ W Hay+ Eoo 0. u� O O O O O O O O O O O O O O O O O O O O O O O O O O N a O O O O O O O O O O O O O O O O O O O O O O O O O O jp i+9 O O O O p O O O O O O O O O O p O O O O p O O p O O C w iR tR tR tR yt - - - - - - - - - tR yt tR tR tR tR yt tR tR yt tR tR LL W N O R� FLL� p O O O O O O O O O O O O O O O O O O O O O O O O O O p O O O O O O O O O O O O O O O O O O O O O O O O O O p O O O p O O O O O O O O O O p O O O O p O O p O O OJ iR 0 0 - M M M M M M M M M M M M M M M M M M M M M M W LL yN L W f a E O N O O O O O O O O O O O O O O O O O O O O O O O O O O U O O O O O O O O O O O O O O O O O O O O O O O O O O Y O p O O O p O O O O O O O O O O p O O O O p O O p O O M M M M M M M M M M M M M M 0 M M M M M M O 0 3 a+ 0 E"• 0 IL O O O O O O O O O O O O O O O O O O O O O O O O O O p O O O O O O O O O O O O O O O O O O O O O O O O O 9 ^ V V m yj t0 O W V ..i W W O w w W v M v m m n v m v m m m Io m 'o M m ,a m n 9 W. m v O O W 1 w R m W W tp my �O �O tR V V l0 tR p1 n O N ti ti i.11 M tR tR tR l0 V rIW rIW tR tR tR fVW l0 tR tR tR K 0 � e m rIW tR � rIW rIW LC' O O O O O O O O O O O O O O O O O O O O O O O O O O p O O O O O O O O O O O O O O O O O O O O O O O O O 9 yi p O O O p O O O O O O O O O O p O O O O p O O p O O y y w w w w w w w w w w w w w w w w w w w w w w 1 U 0 R at Qu O O O O O O O O O O O O O O O O O O O O O O O O O O p O O O O O O O O O O O O O O O O O O O O O O O O O 9 ^ V V m yj w O W V '.j W W O '.j V O1 w w ~ m pp M v m m n v m v m m m Io m M Io m ,a m 9 w m v O O M tR tR tR l0 V rIW rIW tR tR tR fVW l0 tR tR tR 1� � N y N pf M M M M N tR tR a M M N iR iR iR iR Y O 3 0 m c C m u L N F O W W � O O w C m Z C i W O O - ON W N T T E W V LL O M. 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O O O O O O O O O O O O O O O O O O O O O O O O O O LO C:.:I y O O O O O O O O O O O O O O O O O O O O O O O O O O � pY o p o p o p o o p o 0 o p o o p o 0 0 o p o 0 0 o �p tR yt tR yt tR yt tR tR yt tR tR tR yt tR tR yt tR tR tR tR yt tR tR tR tR iR i].. _ C � N OJ O ai O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O p tTk Y t0 w Oj m 'I W M N O ^ W ry 40 40 ^ m W W M W M AI tV OJ t^ N W n m N V tp m W n W M O tp tp N O tp Obi N 4S? 2 C•C `� � O � W � V a ry � � m � W V 40 40 N ry 40 n h N i�U g LL U M O � t0 M 'I M ti N ti M a ry V a M M V ry t0 M M M M "l:Y �p rvW 'I M M N rIW M rvW rIW t0 rvW tR 1� M M N rIW N Q� m M iR iR iR iR iR iR ... 0 0 0 0 0 0 0 0 O O O O O O O O O O O O O O O O O O O O O O O O O p o O O O O O O O O O O O O O O O O O O O O O O O O O p ••,• O � O � O � O O O O O O O O O O O O O O O � 9 y O O O O O O O O O O O O O O O O O O O O O O O O O O c a+ O O O O O O O O O O O O O O O O O O O O O O O O O p LL O O O O O O O O O O O O O O O O O O _.�O w yt w yt w yt w w yt w w w yt w w yt w w w w yt w w w w yt Hay+ Eoo 0. uN O O O O O O O O O O O O O O O O O O O O O O O O O O N a O O O O O O O O O O O O O O O O O O O O O O O O O p y�0 O p O p O p O O p O O O p O O p O O O O p O O O O p C OJ tR yt tR yt tR yt tR tR yt tR tR tR yt tR tR yt tR tR tR tR yt tR tR tR tR yt LL W N O R� FLLN 9 O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O `y O p O p O p O O p O O O p O O p O O O O p O O O O p tR yt tR yt tR yt tR tR yt tR tR tR yt tR tR yt tR tR tR tR yt tR tR tR tR yt W ILy N L OJ f a E O N O O O O O O O O O O O O O O O O O O O O O O O O O O U O O O O O O O O O O O O O O O O O O O O O O O O O O Y O O p O p O p O O p O O O p O O p O O O O p O O O O p •)^ tR M tR M tR M tR tR M tR tR tR M tR tR M tR tR tR tR M tR tR tR tR M O 0 3 a+ 0 E O IL O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O p 9 tp 40 Of m '.j W M ry O ^ W ry 40 40 ri m W W tp M W ry M ryj y t j M O t0 tR •+ tR ~ N rvW a ry v a tR tR v ry t0 rvW tR 0 m y M .+ rIW iR N rIW M rvW rIW t0 rvW tR 1� M M N rIW N C} N iR iR iR iR iR iR iR k.C. O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O p 9 yi O p O p O p O O p O O O p O O p O O O O p O O O O p y y tR yt tR yt tR yt tR tR yt tR tR tR yt tR tR yt tR tR tR tR yt tR tR tR tR yt 1� U O R at Qu O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O p 9 tp 40 Oj m '.j W M N O ^ W ry W w ri m W W tp M W ry M ryj W W N ti o N W � W rl N O tp tp n O rl w m w m 9 O O W G V a (n W V tp tp L> O o t0 wW 'I mW ti N � rvW ti a ry v a tR � v ry t0 rvW tR � ti M y rvW 'I M M N tR M rvW tR t0 rvW tR 1� M M N tR N N iR iR iR iR iR iR iR Y O 3 0 m c a � O W W p� - Of OJ u � OJ CL c rn 0 o w y O O O O' Eu T W W K C a _ a _ o a c w O Od L w o N a n `m > `m L u u 3 O c7 `O- o E w E > > n > O1 - c ow U LL LL 2 W W W 7 C O O O O O O O O Z O O O O O O O O 4 E m o 0 0 o m o o m v o m v o W 'I N N N N W M m m m m fNfl O O O 0 fMfl o .... O O O O O W O O O O O {O pa o 0 0 o _ C � N OJ O m kx a� O O O O O V O O O O O Y 0 N m O o 0 o ti Wt^ m m m m ti o ti m 1R 0 O O O O p o O O O O p O O O O � 9 y O O O O O O O O O p _'mo O LL w w w w w R w W Hay+ Eoo 0. u� O O O O O N a O O O O p y�m O O O O p C"W tR tR tR tR yt LL W N O R� Fay 9 O O O O O O O O O O O O O O O p `y w w w w W O. yN L W f a E O N O O O O O U 0 O O O O O Y ^ OW OW OW OW M O 0 3 a+ 0 E O IL O O O O O O O O O O m 0 9 W W 3 v m m m m ti j9 R v v O W L; mW 0 CC O O O O O O O O O p 9 y O O O O p y y w w w w 1 m U 0 R at Qu O O O O O O O o 0 0 9 0 W m O W, to 0 m m m m ti 9 v v O Lw M mm O b N � m F c m Y O 3 0 m c a .0 w o w - w w w � - w = m � w w in `w m w w - � o O Z Q E m v CHANGE ORDER NO.: [#] Owner: Monroe County, Florida Owner Professional: Kevin Wilson, P.E. Developer: Fortress Secured, LLC Developer Architect: Saltz Michelson Architects Developer Engineer: Chen Moore &Associates Developer Prime Contractor: Summit Construction Management Group Contract Name: Comprehensive Agreement for Delivery of Fire Station on Sugarloaf Key The Contract is modified as follows upon execution of this Change Order: Description: [Description of the change] Attachments: [List documents related to the change] Change in Contract Times [State Contract Times as either a specific Change in Contract Price date or a number of days] Original Contract Price: Original Contract Times: Substantial May 31, 2026 Completion: $ 9,610,275.00 Ready for final July 15, 2026 payment: [Increase] [Decrease]from previously approved [Increase] [Decrease]from previously approved Change Orders No. 1 to No. [Number of previous Change Orders No.1 to No. [Number of previous Change Order]: Change Order]: Substantial Completion: $ Ready for final payment: Contract Price prior to this Change Order: Contract Times prior to this Change Order: Substantial Completion: $ Ready for final payment: [Increase] [Decrease]this Change Order: [Increase] [Decrease]this Change Order: Substantial Completion: $ Ready for final payment: Contract Price incorporating this Change Order: Contract Times with all approved Change Orders: Substantial Completion: $ Ready for final payment: 5402 EXHIBIT E Sugarloaf Exhibit E-Project Team Listing Sugado,af Key Fire Rescue Station 10 17175 Overseas,Hwy,Sugarloaf Key,IL 33042 Project Team,Usting NEEMENEEMENE=SEEN Developer Point Contact Matt Everett Fortress Secured,LLC nnt tt@fortresssec:ulred.com Developer Legal Contact-Kate Stanigle Nelson Mullins kate.stangle@nelsonmullims.com Construction Project Mgr Contact-Heather Botha Summit CMG,LLC lieiOier.botaia@siLuoyvniitcmgroLup.con,i [Construction Pilling Mgr-Tracy Duvall Summit CMG,LLC tra(,y.duvalU@surtnniitaiigi'oup,com Project Administration Roles and Responsibilities Oversees the design tear, X Oversees the construction team X Approve desUgn milestones-60%,100%,Spec,FFE X Assess project risk X Evaluate project PeIr Eno mance X Oversees project schedule X Records the minutes of meetings X Create wee,klly look aheads X Contractors construction schedule X Superintendant daily reports X Monitor construction progress X ScIreduhng and conducting progress meetings X Setting project goals and tirrieflines X Project aiditilinistratWe clutles X Produce project documentation and photographs X implement jobsite policies and procedures X Keeping project calendar up to date X Track 1project expenses X Budget Accountability X Create weekly progress reports X Distribute weekly progress reports X Pay Subcontractors and Vendors X FIN management X Approve RAs X Submit project submittals X Approve project submittals X Pay approved milestone payments X Owner supplied HE X Owner supplied Special Equipment X Permanent Litilities/Connecdons/Meter(s) X lest/Baj.rincc/OM amtf turnover to owner X Distribute chose out package X public private partnership team member disclosures. Fortress Secured,LLC is the primary firm and acting in the capacity as the developer Saltz Michelson Architects is the architectural team member and is arms length to Fortress Secured. Chen Moore&Associates is the civil engineer team member and is arms length to Fortress Secured. Summit Construction Management Group is the contractor team member and is NOT arms length to Fortress Secured. 5403 EXHIBIT F Insurance Requirements Minimum Scope and Limit of Insurance(to be provided by Fortress or Prime Contractor) 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). 5404 Primary Coverage For any claims related to the 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 oflnsurers 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 ANII, 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. 5405 County reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 5406 EXHIBIT G FF&E Schedule 5407 i�p�rrrrrmmrrrr�r�� Project: Sugarloaf Fire Station 10 Location: 17097 Overseas HWY i i i rD Summerland Key,FL 33042 f( Date: 09/18/23 Equip ID# Room Description QTY NOTES Est.Cost Est.Total Brand Model# 1 KITCHEN 48"Gas Range 1 $ 6,500 $ 6,500 Thor HRG4808U 2 KITCHEN Hood Vent Included In Construction $ - Captivaire 3 KITCHEN Frigidairew/Ice Maker Kit 3 $ 1,279 $ 3,837 Frigdaire FFH11835VS 4 KITCHEN Dishwasher 1 $ 849 $ 849 Frigdaire FDSH4501AS 5 KITCHEN Sharp Commercial Microwave 1 $ 1,140 $ 1,140 Sharp R-22GTF 6 KITCHEN Commerical Stainless Double Sink Included In Construction $ - 7 KITCHEN Coffee Maker 1 $ 400 $ 400 Bunn 8 KITCHEN Garbage Disposal Included In Construction $ - 9 KITCHEN Sink Faucet Included In Construction $ 10 KITCHEN Commerical Stainless Counters Tops,Shelving Included In Construction $ 12 Dining Office Chairsw/Custom Logo 6 $ 429 $ 2,574 FS Furniture 13 Dining 8 Custom Logo Table 1 $ 2,000 $ 2,000 FS Furniture 14 Day Room Recliner Ultimate FF w/custom logo 6 $ 1,150 $ 6,900 FS Furniture UFF-BT-E 16 Day Room 75"Samsung TV 1 $ 1,300 $ 1,300 Samsung Q60BD QLED 4K 17 Day Room 55"SamsungTVSecurity 1 $ 400 $ 400 Samsung TU700D 20 Day Room Entertainment Center 7' 1 $ 230 $ 230 Best Buy YHT-5961 21 Day Room 72"Fan 1 $ 764 $ 764 Maxx Air ICF72 22 Lobby HD Stack Chairsw/Custom Logo 2 $ 220 $ 440 FS Furniture DB-60154-EMB 23 Lobby Side Table 1 $ 340 $ 340 FS Furniture 25 Front Porch Video Doorbell Included In Construction $ - 26 Laundry Room Front Load Washer 5.0 CU/Ft 1 $ 879 $ 879 Whirlpool WFW6605MC 27 Laundry Room Front Load Dryer 7.4 CU/Ft 1 $ 879 $ 879 Whirlpool WED6605MC 28 Laundry Room Mop Sink Included In Construction $ - 29 Laundry Room Cabinets Included In Construction $ - 36 Storage Ice Machine 1 $ 2,355 $ 2,355 Manitowoc UYF-0140ANeo 37 Storage Ingersoll Rand Air Compressor 1 $ 1,600 $ 1,600 Ingersoll Rand SS51-5 38 Storage Shelving 4 $ 585 $ 2,340 Uline H-8563 40 Restroom Curbless Shower Floor Included In Construction $ - 41 Restroom Toilet,Sink,Faucet Included In Construction $ 42 Restroom Towel Holders Included In Construction $ 48 Bunk Room XI-Twin Mattress 12"Memory Foam 6 $ 400 $ 2,400 FS Furniture 49 Bunk Room 12"W x 72"H x 18"D Metal Lockers(Set of 3) 6 $ 570 $ 3,420 Vanguard 50 Bunk Room Twin XL Metal Bed Frame 6 $ 410 $ 2,460 FS Furniture 51 Decon Gear Extractor 1 $ 8,875 $ 8,875 Toxic Suppresion EXT-30U 52 Decon Front Load Washer 5.000/Ft 1 $ 879 $ 879 Whirlpool WFW6605MC Decon Front Load Dryer 7.4 CU/Ft 1 $ 879 $ 879 Whirlpool WED6605MC 53 Decon Eyewash-Sink Mounted Included In Construction $ - 54 Decon Laundry sink Included In Construction $ - 55 Decon J-Tek4 Suit Drying Rack 1 $ 4,995 $ 4,995 J-Tek MB1500FDD 59 SCBARoom Breathing Air Module Comp. 1 $26,400.00 $ 26,400 Bauer Legacy-13-E3 60 SCBARoom Containment Fill Stations 1 $16,000.00 $ 16,000 Bauer CFS5.5-2SX4X4 61 SCBARoom 6000 PSI Cylinders 4 $ 2,665.00 $ 10,660 Cascade CS6 62 SCBARoom COmonitor 1 $ 2,600.00 $ 2,600 BAS-4021CO24V 63 SCBARoom 12 BottleSCBA BottleStorage 1 $ 690.00 $ 690 Cascade 50401 64 SCBARoom Exhaust Fan Included In Construction $ - 65 Report Room Office Chairsw/Adj.Armsw/Custom Logo 3 $ 429 $ 1,287 FS Furniture DS-OCA 66 Report Room L-Desk w/cabinets Included In Construction $ - 89 Bay Dual Purpose Air/Electric Reels 4 Included in Construction $ - Cox 92 Gear Room Gear Grid Lockers 24"w x 20"D x 72"H-Wall 13 $ 759 $ 9,8671 Gear Grid 40250- 93 Gear Room 72"Bench 72"L x 20"D x 21"H 1 $ 575 $ 575 Gear Grid 434204 106 Security Door Access Drops Included in Construction $ - 107 Security Camera Drops Included in Construction $ 108 WIFI Inside/Out $ 127 Exterior Lighting Additional outlets in soffit for Christmas lights Included in Construction $ 128 Exterior Lighting Soffit Lighting/Backlit sign(Electric runs&lights Included in Construction $ 129 1nteriorEgg. Activated Red Emergency Lighting Included In Construction $ 130 Signage DUPLICATE Included In Construction $ 131 Building DUPLICATE Included In Construction $ 133 Community Rm Deluxe Steel Folding Chair 30 $ 27 $ 810 Uline H-2227 134 Community Rm Projector Short Throw 1 $ 600 $ 600 Viewsonic PS60OX 135 Community Rm 75"Samsung TV 1 $ 1,300 $ 1,300 Samsung Q60BD QLED 4K 137 Community Rm 8'FoldingTable 10 $ 145 $ 1,450 Uline H-2751FOL 138 Community Rm Dry Erase Board 8'x 4' 2 $ 260 $ 520 Uline H-2757 Tax,Freight,FFE Installation 1$ 40,000 Total FFE 1$172,3941 5408 Sugarloaf Exhibit G FFE sheet 2 t/" Project: Sugarloaf Fire Station 10 Location: 17097 Overseas HWY E C U R 1:11:1�� Summerland Key, FL 33042 Date: 09/18/23 Equip ID# Room Description Comment/ Make Model QTY NOTES Est. Cost Est. Total Brand Model# Questions BDA TBD 1 $80,000 $80,000 Diesel "'WilI get Generator aLd A atei!J+°r,,st Tradewi nds , +, �ve Ii rr+:nv TJ250w/1200 9r,r ,w re the 132 Generator gallon tank I+ , + ,olc:; 1 $131,717 $131,717 Tradewinds TJ250 Flood Panels 40,000 Sak Enterprises Fueling Station 100,000 Guardian Motorola 800 97 Radio Closet Radio and Tone Motorola APX 4500 1 $ 55,000 $ 55,000 Motorola alert system Total $406,717 5409 RESOLUTION NO. -2024 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, ACKNOWLEDGING THE RECEIPT OF AN UNSOLICITED PROPOSAL PURSUANT TO SECTION 255.065, FLORIDA STATUTES, CONCLUDING THAT THE PROPOSAL MEETS THE CRITERIA SET FORTH IN SUBSECTION 255.065(3)(c)(1-5), FLORIDA STATUTES, CONCLUDING THAT THE PROPOSAL IS IN THE PUBLIC INTEREST PURSUANT TO SUBSECTION 255.065(3)(f), FLORIDA STATUTES AND APPROVING THE COMPREHENSIVE AGREEMENT IN ACCORDANCE WITH SUBSECTION 255.065(7), FLORIDA STATUTES WHEREAS, Section 255.065,Florida Statutes has established a process whereby responsible public entities, as defined in Subsection 255.065(1)0), Florida Statutes may receive and consider unsolicited proposals from private entities, as defined in Subsection 255.065(1)(g),Florida Statutes, to construct, improve, renovate, expand, equip, maintain, operate, implement or install qualifying pro)ects, as defined in Subsection 255.065(1)(i), Florida Statutes serving a public purpose including public infrastructure and governmental facilities; and WHEREAS, Monroe County constitutes a public entity as defined by Subsection 255.065(1)()), Florida Statutes; and WHEREAS, Fortress Secured,LLC (Fortress Secured) constitutes a private entity as defined by Subsection 255.065(1)(g), Florida Statutes; and WHEREAS, on or about April 1, 2022, Fortress Secured submitted an unsolicited proposal to construct a new fire station at the current site of the Sugarloaf Volunteer Fire Department fire station located at 17175 Overseas Highway; Sugarloaf Key, Florida 33042; and WHEREAS, on April 20, 2022, the Monroe County Board of County Commissioners determined that the proposal of Fortress Secured possessed merit and directed staff to advertise the proposal pursuant to Subsection 255.065(3)(b), Florida Statutes for a period of forty-five (45) days to determine whether there were any competing proposals; and WHEREAS, on May 10, 2022,Monroe County placed a notice in the Florida Administrative Register, on May 12, 2022, Monroe County placed a notice in Keys Weekly and, on May 13, 2022, Monroe County placed notices in the Key West Citizen and the News Barometer apprising the public of the receipt of the unsolicited proposal and its intent to accept competing proposals through June 28,2022. 5410 WHEREAS, on May 19,2022, Monroe County placed a second notice in Keys Weekly and, on May 20, 2022, Monroe County placed second notices in the Key West Citizen and the News Barometer apprising the public of the receipt of the unsolicited proposal and its intent to accept competing proposals,but no competing proposals were received by the June 28, 2022, deadline; and WHEREAS, on July 20, 2022, the Monroe County Board of County Commissioners authorized Assistant County Administrator Kevin Wilson to negotiate interim and comprehensive agreements with Fortress Secured to design,build,and finance a replacement fire station on Sugarloaf Key at the current location of the Sugarloaf Volunteer Fire Department Station #10; and WHEREAS, on January 18, 2023, the Monroe County Board of County Commissioners approved the interim agreement between Monroe County and Fortress Secured providing for the design and proposed financing structure applicable to designated points in the design process and granted approval for the County Administrator to execute the agreement; and WHEREAS, since the approval of the interim agreement by the Monroe County Board of County Commissioners, Fortress Secured has undertaken the design of the replacement fire station on Sugarloaf Key; and WHEREAS, since the approval of the interim agreernent by the Monroe County Board of County Commissioners, the parties have negotiated a comprehensive agreement that will govern the construction of the replacement fire station; and WHEREAS, effccfive July 1,2024, the Florida Legislature enacted Chapter 2024-96,Laws of Florida; and WHEREAS, Chapter 2024-96, Laws of Florida amended Subsection 255.065(3)(c), Florida Statutes to provide that a public entity may,proceed with an unsolicited proposal for a qualifying project without engaging in a public bidding process if the responsible public entity holds a duly noticed public meeting at which the proposal is presented and affected public entities and members of the public are able to provide comment and at a second duly noticed public meeting determines that the proposal is in the public's interest; and WHEREAS, on July 16, 2024, the Monroe County Board of County Commissioners held a duly noticed public meeting at which the proposal was presented, and affected public entities and members of the public were able to provide comment; and WHEREAS, on July 17, 2024, the Monroe County Board of County Commissioners held a duly noticed public meeting at which it considered whether the proposal was in the public interest based on the criteria set forth in Subsection 255.065(3)(c), Florida Statutes, as amended by Chapter 2024-96, Laws of Florida. 2 5411 NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY AS FOLLOWS: Section 1: Recitals. The recitations set forth above are hereby incorporated by reference herein. Section 2: The unsolicited proposal to construct a new fire station at the current site of the Sugarloaf Volunteer Fire Department fire station located at 17175 Overseas Highway; Sugarloaf Key, Florida 33042 constitutes a "qualifying project" as that term is defined in Subsection 255.065(1)(i), Florida Statutes. Section 3: In accordance with Subsection 255.065(3)(c),"Florida Statutes, as amended by Chapter 2024-96, Laws of Florida, the Board of County Commissioners of Monroe County finds as follows: • Pursuant to Subsection 255.065(3)(c)(1), Florida Statutes,that the project benefits the public by enhancing fire protection and emergency services to the citizens on Monroe County. • Pursuant to Subsection 255.065(3)(c)(2), Florida Statutes, that the financial structure and economic efficiencies achieved by the proposal are beneficial to the public inasmuch as no costs of the project will be incurred by Monroe County until the commencement of construction and the project contains a fixed price with limited bases for cost increases. • Pursuant to Subsection 255.065(3),(c)(3), Florida Statutes, that Fortress Secured possesses the qualifications, experience and ability to perform the project inasmuch as Fortress Secured was formed on December 4, 2019 as a Limited Liability Company,is affiliated with Summit Construction Management Group, LLC, a Limited Liability Company formed on August 21,2009 whose principals have completed more than 15 million square feet of development- primarily in the State of Florida. Specifically, Summit Construction Management Group, LLC has completed projects in Miami- bade County and Monroe County.The focus of Fortress Secured is upon public safety projects and it ha obtained insurance and bonding commitments for the current project. • Pursuant to Subsection 255.065(3)(c)(4), Florida Statutes, the project is compatible with the regional infrastructure plans of Monroe County inasmuch as it will replace one of nine fire stations currently operated in the county and will contribute to the enhancement of the responsiveness of the Monroe County Fire Rescue Department. • Pursuant to Subsection 255.065(3)(c)(5), Florida Statutes, the Board of County Commissioners of Monroe County afforded affected public entities and members of the public the opportunity to submit comments on the proposal. [No comments were submitted, or the following comments were submitted, and the Board of County Commissioners of Monroe County responds to those comments as follows:] 3 5412 Section 4: The new fire station to be constructed at the current site of the Sugarloaf Volunteer Fire Department fire station located at 17175 Overseas Highway; Sugarloaf Key, Florida 33042 and resulting from the unsolicited proposal will constitute a facility the ownership of which will be conveyed to Monroe County in accordance with Subsection 255.065(3)(f)(2), Florida Statutes, as amended by Chapter 2024-96, Laws of Florida. Section 5: In accordance with Subsection 255.065(3)(f)(3), Florida Statutes, as amended by Chapter 2024-96, Laws of Florida, the Board of County Commissioners of Monroe County finds that adequate safeguards are in place to ensure that additional costs or service disruptions will not be imposed on the public in the event of a material default by Fortress Secured or cancellation of the comprehensive agreement by Monroe County inasmuch as the agreement provides that Fortress Secured maintain insurance and secure performance and payment bonds to assure the continued progress of the project. Additionally, the agreement provides for the remedy of damages in the event of default by Fortress Secured. Furthermore, any service disruptions during construction of the new fire station on the site of the Sugarloaf Volunteer Fire Department fire station located at 17175 Overseas Highway; Sugarloaf Key, Florida will be alleviated by the construction of a temporary fire station on Sugarloaf Key to maintain uninterrupted fire and emergency services during the progress of the project. Section 6: In accordance with Subsection 255.065(3)(f)(4), Florida Statutes, as amended by Chapter 2024-96, Laws of Florida, the Board of County Commissioners of Monroe County finds that adequate safeguards are in place to ensure that Monroe County or Fortress Secured has the opportunity to add capacity to'the project or other facilities serving similar predominantly public purposes inasmuch as the new fire station will constitute a modern facility capable of accommodating contemporary firefighting and emergency services equipment and will increase the overall capacity of the facility compared to the antiquated station that it will replace. Additionally, the plans for the new station include accommodation for the construction of a cellular tower to enhance cellular coverage to the general public. Section 7: In accordance with Subsection 255.065(5)(e)(1), Florida Statutes,the Board of County Commissioners of Monroe County finds that there is a public need for or benefit derived from the project proposed by Fortress Secured inasmuch as the project will result in the replacement of an antiquated station with a modern facility suited to the delivery of contemporary firefighting and emergency services. Section 8: In accordance with Subsection 255.065(5)(e)(2), Florida Statutes,the Board of County Commissioners of Monroe County finds that the cost of the facility being constructed is reasonable in relation to similar facilities constructed in the county taking into consideration the recent general increase in the cost of construction and the need for the construction of a temporary facility while construction of the new facility proceeds. 4 5413 Section 9: In accordance with Subsection 255.065(5)(e)(3), Florida Statutes,the Board of County Commissioners of Monroe County finds that the plans of Fortress Secured for the new fire station will result in the timely acquisition, design and construction of the project inasmuch as the design thereof is largely completed, the structure of the development resolves underlying litigation between the Sugarloaf Volunteer Fire Department and Sugarloaf Wi-Fi, Incorporated to permit acquisition of the site by Monroe County from the Sugarloaf Volunteer Fire Department for construction of the fire station and facilitates the construction of a modern facility for the delivery of firefighting and emergency services in a much more timely manner than traditional project delivery methods. Section 10: In accordance with Subsection 255.065(7), Florida Statutes and based on the foregoing, the Board of County Commissioners of Monroe County hereby approves the comprehensive agreement that will govern the construction of the replacement fire station at 17175 Overseas Highway; Sugarloaf Key, Florida 33042. Section 11: The Board of County Commissioners of Monroe County hereby authorizes the execution of the comprehensive agreement by the Mayor; and Section 12: Effective Date. This Resolution shall become effective upon adoption. PASSED AND ADOPTED by the Board of County Commissioners of Monroe County, Florida at a regular meeting of said Board on the day of ,2024. Mayor Holly Merrill Raschein Mayor Pro Tern James K. Scholl Commissioner Craig Cates Commissioner Michele Lincoln Commissioner David Rice (SEAL) BOARD OF COUNTY COMMISSIONERS Attest: KEVIN MADOK, Clerk OF MONROE COUNTY, FLORIDA By: By: As Deputy Clerk Mayor 5 5414 DocuSign Envelope ID: EB1D5CFB-63BF-465C-B1AB-2034EEC14D83 Commerce Agreement Number: 10157 AMENDMENT ONE TO THE FEDERALLY FUNDED COMMUNITY DEVELOPMENT BLOCK GRANT MITIGATION PROGRAM (CDBG-MIT) SUBRECIPIENT AGREEMENT On May 26, 2022, the State of Florida, Department of Commerce ("Commerce"), formerly known as the Florida Department of Economic Opportunity, and the Monroe County Board of County Commissioners ("Grantee") entered into agreement 10157 ("Agreement"). Commerce and the Subrecipient may individually be referred to herein as a "Party" or collectively as the "Parties". WHEREAS, Section 5, Modification of Agreement, of the Agreement provides that any amendment to the Agreement shall be in writing executed by the Parties thereto; and WHEREAS the Parties wish to amend the Agreement as set forth herein. NOW THEREFORE, in consideration of the mutual covenants and obligations set forth herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to the following: 1. On July 1, 2023, the Florida Department of Economic Opportunity was renamed to the Florida Department of Commerce. Effective July 1, 2023, all references throughout the Agreement to "Department of Economic Opportunity" or "DEO" are replaced with "Department of Commerce" or "Commerce" as appropriate. 2. Section 28,Employment Eligibility Verification, is hereby deleted in its entirety and replaced with the following: A. E-Verify is an Internet-based system that allows an employer, using information reported on an employee's Form 1-9, Employment Eligibility Verification, to determine the eligibility of all new employees hired to work in the United States. There is no charge to employers to use E-Verify. The Department of Homeland Security's E-Verify system can be found at: https://www.e- verif ov . B. In accordance with section 448.095, F.S., the State of Florida expressly requires the following: (1) Every public agency and its contractors and subcontractors shall register with and use the E-Verify system to verify the work authorization status of all newly hired employees. A public agency or a contractor or subcontractor thereof may not enter into a contract unless each party to the contract registers with and uses the E-Verify system. (2) An employer shall verify each new employee's employment eligibility within three (3) business days after the first day that the new employee begins working for pay as required under 8 C.F.R. 274a. Beginning July 1, 2023, a private employer with 25 or more employees shall use the E-Verify system to verify a new employee's employment eligibility. C. If an entity does not use E-Verify, the entity shall enroll in the E-Verify system prior to hiring any new employee or retaining any contract employee after the effective date of this Agreement. Page 1 of 9 Date revised 9/26/2023 5415 DocuSign Envelope ID: EB1D5CFB-63BF-465C-B1AB-2034EEC14D83 Commerce Agreement Number: 10157 3. Attachment A, Project Description and Deliverables, is hereby deleted in its entirety and replaced with the attached revised Attachment A. 4. Attachment G, Reports, Section 3, is hereby deleted in its entirety and replaced with the following: 3. The Subrecipient shall closeout its use of the CDBG-MIT funds and its obligations under this Agreement by complying with the closeout procedures in 2 CFR 200.344. Activities during this close-out period may include, but are not limited to making final payments, disposing of program assets (including the return of all unused materials, equipment, unspent cash advances, program income balances and accounts receivable to the Subrecipient)and determining the custodianship of records. Notwithstanding the terms of 2 CFR 200.344, upon the expiration of this Agreement, the Subrecipient shall transfer to the recipient any CDBG-MIT funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG-MIT funds. Further,any real property under the Subrecipient's control that was acquired or improved in whole or in part with CDBG- MIT funds (including CDBG-MIT funds provided to the Subrecipient in the form of a loan) shall be treated in accordance with 24 CFR 570.503(b)(7). 5. Attachment G, Reports, Section 6, is hereby deleted in its entirety and replaced with the following: 6. Section 3 Quarterly Reporting Requirements. Reporting of labor hours for Section 3 projects must comply with 24 CFR 75.25(a). Subrecipients must report the following: (i) the total number of labor hours worked; (ii) the total number of labor hours worked by Section 3 workers; and (iii) the total number of labor hours worked by Targeted Section 3 workers. If Section 3 benchmarks are not met,the subrecipient's qualitative efforts must be reported in a manner required by 24 CFR 75.25(b). Subrecipients shall provide Section 3 Reporting quarterly to Commerce by the 10th of each quarter(January 10,April 10,July 10, and October 10). For Section 3 Reporting, Subrecipients should complete and return the Project Implementation Plan template to Commerce. 6. All other terms and conditions of the Subrecipient Agreement not otherwise amended remain in full force and effect. Remainder Left Intentionally Blank Page 2 of 9 Date revised 9/26/2023 5416 DocuSign Envelope ID: EB1D5CFB-63BF-465C-B1AB-2034EEC14D83 Commerce Agreement Number: 10157 IN WITNESS HEREOF, by signature below, the Parties agree to abide by the terms, conditions, and provisions of Commerce Agreement Number 10157,as amended.This Amendment is effective on the date the last Party signs this Amendment. MONROE COUNTY BOARD OF COUNTY FLORIDA DEPARTMENT OF COMMERCE COMMISSIONERS SIGNED: SIGNED: KEVIN WILSON J.ALEX KELLY ACTING COUNTY ADMINISTRATOR SECRETARY DATE: May 1, 2024 DATE: 5/8/2024 10 FICIE COUNTY TTOR EY' OFFICE Approved as to form and legal sufficiency, subject PROVED ASTO FORM only to full and proper execution by the Parties. OFFICE OF GENERAL COUNSEL a y„ � FLORIDA DEPARTMENT OF COMMERCE J=PIHINOVQ BY, �atn, bUV'�btln, DATE: 4-2 -2� _ ..� Approved Date: 5/6/2024 Page 3 of 9 Date revised 9/26/2023 5417 DocuSign Envelope ID: EB1D5CFB-63BF-465C-B1AB-2034EEC14D83 Commerce Agreement Number: 10157 Attachment A— Project Description and Deliverables 1. PROGRAM DESCRIPTION: In April 2018, the U.S. Department of Housing and Urban Development (HUD) announced the State of Florida, Department of Commerce (Commerce) would receive $633,485,000 in funding to support long- term mitigation efforts following declared disasters in 2016 and 2017 through HUD's Community Development Block Grant Mitigation (CDBG-MIT) program. Awards were distributed on a competitive basis targeting HUD designated Most Impacted and Distressed (MID) Areas, primarily addressing the Benefits to Low-to-Moderate Income (LMI) National Objective. Additional information may be found in the Federal Register, Vol. 84, No. 169. In February 2021, HUD announced an additional $46,900,000 in federal mitigation funding for Florida communities that experienced a major disaster in 2018, raising the total CDBG-MIT allocation to $680,385,000. (86 FIR 561). This award has been granted under the Critical Facility Hardening Program. Projects eligible for funding under this program must harden critical buildings that serve a public safety purpose for local communities. Critical buildings include: 1. Potable water facilities 2. Wastewater facilities 3. Police departments 4. Fire departments 5. Hospitals 6. Emergency operation centers 7. Emergency shelters 2. PROJECT DESCRIPTION: The Monroe County Board of County Commissioners has been awarded Eight Hundred Eighteen Thousand Dollars and Zero Cents ($818,000.00) in CDBG-MIT (Community Development Block Grant — Mitigation) funding for mitigation efforts to harden the Tavernier Fire Station #22 against storm wind loads and flooding. The mitigation activities consist of: Replace four (4) impact entry doors and ten (10) windows with hurricane impact resistant components to protect the Fire Station from wind-borne debris and provide enhanced wind load capacity on the exterior hull of the structure; Purchase and install six bi- fold bay doors to properly mitigate the facility and its equipment from corrosion and wind damage, the large rolling doors will comply with design factors as provided in the Building Code ASTM E330 or ANSI/DASMA 108; Bury the electrical service lines below ground to avoid electrical power disruption due to flying debris,fallen trees, or flooding, and to expedite power restoration in the aftermath of a disaster; Installation of a 80kW diesel generator system with an automatic transfer switch and a 96-hour capacity fuel tank installed on an elevated base and anchored for wind resistance; Installation of flood panels on doorways below the flood elevation along with in-filling current CBS blocks to increase wind load capacities; Installation of spray foam on the ceiling of the apparatus bayfor protection against wind-driven rains and high heat. This project satisfies the Low-to-Moderate Income (LMI) National Objectives requirements with a service area LMI of over 51%. Page 4 of 9 5418 DocuSign Envelope ID: EB1D5CFB-63BF-465C-B1AB-2034EEC14D83 Commerce Agreement Number: 10157 The Subrecipient will not have leverage funds on this project. 3. SUBRECIPIENT RESPONSIBILITIES: A. Complete and submit the below items to Commerce within thirty(30) calendar days of execution of the agreement: 1. Organizational chart with contact information. 2. Job descriptions for Subrecipient's employees, contracted staff, vendors, and contractors. If staffing changes, there must be a submittal stating the names and job descriptions on the monthly report deadline. 3. Attachment B, Project Budget — Develop and submit to Commerce a detailed budget for implementation of the project. 4. Attachment C, Activity Work Plan—Develop and submit to Commerce a detailed timeline for implementation consistent with the milestones outlined in the Mitigation Program Guidelines. Should any changes to the organizational chart, Attachment B or Attachment C be deemed necessary,an updated plan must be submitted to Commerce with your monthly report for review and approval by the Commerce Grant Manager. B. Develop and submit a copy of the following policies and procedures to the Commerce Grant Manager for review and approval within thirty (30) calendar days of Agreement execution. The Commerce Grant Manager will provide approval in writing prior to the policies and procedures being implemented. a. Procurement policies and procedures that incorporate 2 CFR 200.317-327. b. Administrative financial management policies,which must comply with all applicable HUD CDBG-MIT and State of Florida rules. c. Quality assurance and quality control system policies and procedures that comply with all applicable HUD CDGB-MIT and Commerce policies. d. Policies and procedures to detect and prevent fraud, waste and abuse that describe how the subrecipient will verify the accuracy of monitoring policy indicating how and why monitoring is conducted, the frequency of monitoring policy, and which items will be monitored, and procedures for referring instances of fraud, waste and abuse to HUD IOG Fraud Hotline (phone: 1-800-347-3735 or email hotlineCfhudoig.gov). C. Attend fraud related training offered by HUD OIG to assist in the proper management of the CDBG-MIT grant funds when available. D. Upload required documents into a system of record provided by Commerce. E. Maintain organized subrecipient agreement files and make them accessible to Commerce or its representatives, upon request. F. Comply with all terms and conditions of the subrecipient agreement, Mitigation Program Guidelines, Action Plans, Action Plan amendments, and Federal, State, and local laws. G. Provide copies of all proposed procurement documents to Commerce ten (10) business days prior to posting as detailed in Attachment D of Subrecipient Agreement. The proposed procurement documents will be reviewed and approved by the Commerce Grant Manager. Should the procurement documents require revisions based on state or federal requirements, Subrecipient will be required to postpone procurement and submit revised documents for review and approval. Page 5 of 9 5419 DocuSign Envelope ID: EB1D5CFB-63BF-465C-B1AB-2034EEC14D83 Commerce Agreement Number: 10157 H. Provide the following information on a quarterly basis within ten (10) calendar days after the end of each quarter: Monthly and Quarterly Reports as detailed in Attachment G. 1. Close out report will be due no later than sixty(60) calendar days after this Agreement ends or is otherwise terminated. J. Subrecipient shall provide pictures to document progress and completion of tasks and final project. 4. ELIGIBLE TASKS AND DELIVERABLES: A. Deliverable 1—Project Implementation Tasks that are eligible for reimbursement are as follows: 1. Environmental review administrative activities (Environmental Exemption, Public Notice Publication(s), etc.). 2. Develop policies for the Subrecipient to adopt related to special conditions listed in this subgrant agreement, 3. Prepared procurement documents, 4. Prepared list of minority and women business enterprise (MBE/WBE) firms that operate in the Subrecipient's area, 5. Prepared and submitted public notices for publications, 6. Maintained financial records related to project activities on-site, 7. Conducted a Fair Housing activity, 8. Maintain project files, 9. Attended meetings of the Subrecipient's local governing body to provide progress reports on subgrant activities, 10. Prepared documentation for and attend on-site monitoring visits by Commerce, 11. Prepared financial activity for submission to Commerce, 12. Prepared and submitted to Commerce detailed monthly and quarterly reports, 13. Prepared and submitted to Commerce Section 3 reports, 14. Responded to citizens' complaints, 15. Prepared subgrant modification document for submission to Commerce for review and approval, 16. Prepared responses to monitoring findings and concerns for Subrecipient to submit to Commerce or HUD, 17. Project Closeout, Engineer's Certification of Completion, Grant Closeout Package Completed and Submitted to Commerce. B. Deliverable 2—Engineering Services Subrecipient shall: 1. Create a full design package(s), signed, and sealed by a Professional Engineer (PE) licensed in the State of Florida, including engineering drawings, specifications, construction cost estimate, surveys, and any other reports, documents, or information relevant to this project that meet all local current hurricane code ratings, local codes and building codes. 2. Obtain copies of all permit applications, correspondence with permitting agencies, final permits, and any other permit-related documentation for the project. 3. Conduct an Environmental Review/Assessment in accordance with COMMERCE Policies and the National Environmental Policy Act referenced in Attachment D.4.b of this Agreement. C. Deliverable 3 --Construction Page 6 of 9 5420 DocuSign Envelope ID: EB1D5CFB-63BF-465C-B1AB-2034EEC14D83 Commerce Agreement Number: 10157 Subrecipient shall hire Florida licensed contractor to: 1. Remove and properly dispose of four(4)existing doors and ten(10)windows and replace with new impact resistant doors and windows of like dimensions in compliance with American Society of Civil Engineers (ASCE) Standards and local and state building code, whichever is more stringent. 2. Remove and properly dispose of six(6) current garage bay doors and install six(6) bi-fold bay doors of like size which meet or exceed local current hurricane code rating. 3. Trench and install new underground service from the utility pole to the building and provide transfer from old service to new service with minimum interruptions to Fire Station. 4. Procure and install 80kW diesel generator system—to include necessary electrical alterations and transfer switch. Generator should be installed elevated above 100-year flood plain. 5. Procure and install above ground diesel fuel tank with the capacity for 96-hour continuous generator operation. Installation should ensure tank complies with all environmental and local code requirements and should be safely above 100-year flood plain and able to withstand severe weather and tropical cyclones. 6. Secure all roof mounted HVAC units with hurricane-rated tie-downs. 7. Install flood panels for all doors and windows that are below the flood plain elevation plus one foot and infill CBS blocks. 8. Install thermal insulation spray foam on the ceiling of the equipment bays. 5. DELIVERABLES: Subrecipient agrees to provide the following services as specified: Deliverable No. 1—Program Implementation Tasks Minimum Level of Service Financial Consequences Subrecipient shall provide project Subrecipient may request Failure to complete the Minimum implementation activities as reimbursement upon completion of Level of Service as specified shall identified in Section 4.A. of this a minimum of one (1) Project result in non-payment for this Scope of Work. Implementation task on a per deliverable for each payment completed task basis as detailed in request. Section A, Attachment A— Scope of Work; evidenced by invoice(s) noting completed tasks as well as payroll and other supporting documentation, as applicable. Deliverable No. 1 Cost: $37,800.00 Deliverable No. 2—Engineering Services Tasks Minimum Level of Service Financial Consequences Page 7 of 9 5421 DocuSign Envelope ID: EB1D5CFB-63BF-465C-B1AB-2034EEC14D83 Commerce Agreement Number: 10157 Subrecipient shall complete task as Subrecipient may request Failure to complete the Minimum detailed in Section 4.13. of this Scope reimbursement upon completion of Level of Service as specified shall of Work a minimum of one (1) task in result in non-payment for this accordance with Section 4.13 of this deliverable for each payment Scope of Work, evidenced by request. submittal of the following documentation: 1) Engineering design, working drawings and associated cost estimates, if applicable; 2) Copies of all required permits, if applicable; and 3) Invoice package in accordance with Section 7 of this Scope of Work. Deliverable No. 2 Cost: $75,000.00 Deliverable No. 3-Construction Tasks Minimum Level of Service Financial Consequences Subrecipient shall complete task as Subrecipient may request Failure to complete the Minimum detailed in Section 4.0 of this Scope reimbursement upon completion of Level of Service as specified shall of Work activities in accordance with Section result in non-payment for this 4.0 of this Scope of Work in the deliverable for each payment following increments: 10%, 20%, request. 30%,40%,50%,60%,70%,80%,90%, and 100%, evidenced by submittal of the following documentation: 1) AIA forms G702 and G703, or similar accepted Commerce form, completed by a licensed professional certifying to the percentage of project completion; 2) Photographs of project in progress and completed; and 3) Invoice package in accordance with Section 7 of this Scope of Work. Total Deliverable 3 Cost: $705,200.00 TOTAL PROJECT COST NOT TO EXCEED$818,000.00 COST SHIFTING: The deliverable amounts specified within the Eligible Tasks and Deliverables section 5 tables above are established based on the Parties estimation of sufficient delivery of services fulfilling grant purposes under the Agreement in order to designate payment points during the Agreement Period; however, this is not intended to restrict Commerce's ability to approve and reimburse allowable costs Subrecipient incurred providing the deliverables herein. Prior written approval from Commerce's Grant Manager is required for changes to the above Deliverable amounts that do not exceed 10% of each deliverable total funding amount. Changes that exceed 10%of each deliverable total funding amount will Page 8 of 9 5422 DocuSign Envelope ID: EB1D5CFB-63BF-465C-B1AB-2034EEC14D83 Commerce Agreement Number: 10157 require a formal written amendment request from Subrecipient, as described in Modification section of the Agreement. Regardless, in no event shall Commerce reimburse costs of more than the total amount of this Agreement. 6. COMMERCE RESPONSIBILITIES: A. Monitor the ongoing activities of Subrecipient to ensure all activities are being performed in accordance with the Agreement to the extent required by law or deemed necessary be Commerce in its discretion. B. Assign a Grant Manager as a point of contact for Subrecipient. C. Review Subrecipient's invoices described herein and process them on a timely basis. D. Commerce shall monitor progress, review reports, conduct site visits, as Commerce determines necessary at Commerce's sole and absolute discretion, and process payments to Subrecipient. 7. INVOICE SUBMITTAL: Commerce shall reimburse the Subrecipient in accordance with Section 5, above. In accordance with the Funding Requirements of s. 215.971(1), F.S. and Section (20) of this Agreement, the Subrecipient and its subcontractors may only expend funding under this Agreement for allowable costs resulting from obligations incurred during this Agreement. To be eligible for reimbursement, costs must be in compliance with laws, rules and regulations applicable to expenditures of State funds, including, but not limited to, the Reference Guide for State Expenditures (https://www.myfloridacfo.com/docs-sf/accounting-and-auditing-libraries/state- agencies/reference-guide-for-state-expenditures.pdf). A. Subrecipient shall provide one invoice per month for services rendered during the applicable period of time as defined in the deliverable table. In any month no deliverable has been completed,the subrecipient will provide notice that no invoicing will be submitted. B. The following documents shall be submitted with the itemized invoice: 1. A cover letter signed by Subrecipient's Agreement Manager certifying that the costs being claimed in the invoice package: (1) are specifically for the project represented to the State in the budget appropriation; (2) are for one or more of the components as stated in Section 5, DELIVERABLES,of this SCOPE OF WORK; (3) have been paid; and (4)were incurred during this Agreement. 2. Subrecipient's invoices shall include the date, period in which work was performed, amount of reimbursement, and work completed to date; 3. A certification by a licensed professional using AIA forms G702 and G703, or their substantive equivalents, certifying that the project, or a quantifiable portion of the project, is complete. Include if applicable to your program 4. Photographs of the project in progress and completed work; 5. A copy of all supporting documentation for vendor payments; and 6. A copy of the bank statement that includes the cancelled check or evidence of electronic funds transfer. The State may require any other information from Subrecipient that the State deems necessary to verify that the services have been rendered under this Agreement. C. The Subrecipient's invoice and all documentation necessary to support payment requests must be submitted into Commerce's Subrecipient Management Reporting Application(SERA). Further instruction on SERA invoicing and reporting,along with a copy of the invoice template, will be provided upon execution of the agreement. Page 9 of 9 5423