HomeMy WebLinkAboutItem I5 I5
BOARD OF COUNTY COMMISSIONERS
COUNTY of MONROE Mayor James K.Scholl,District 3
The Florida Keys Mayor Pro Tern Michelle Lincoln,District 2
Craig Cates,District 1
David Rice,District 4
Holly Merrill Raschein,District 5
Board of County Commissioners Meeting
January 15, 2025
Agenda Item Number: I5
2023-3552
BULK ITEM: Yes DEPARTMENT: Airports
TIME APPROXIMATE: STAFF CONTACT: Richard Strickland
N/A
AGENDA ITEM WORDING: Approval of an Interlocal Agreement (ILA) with the Utility Board of
the City of Key West, Florida d/b/a Keys Energy Services (KEYS)regarding transformer replacement
obligations for Concourse A at the Key West International Airport (EYW).
ITEM BACKGROUND:
Two (2) new 1500 kVa padmount transformers are required to provide electrical service to the new
Concourse A Terminal. The design of the electrical room at EYW located the transformers in such a
manner that KEYS does not and will not have sufficient access to remove and/or replace the
transformers utilizing equipment owned by KEYS. The ILA sets forth the duties and obligations of
both parties with regards to the scheduling, detachment, removal, disposition, installation and
connection in the event of planned or emergency replacement of the transformers.
PREVIOUS RELEVANT BOCC ACTION:
N/A
INSURANCE REQUIRED:
No
CONTRACT/AGREEMENT CHANGES:
New ILA.
STAFF RECOMMENDATION: Approval.
DOCUMENTATION:
EYW®KEYS ILA.pdf
FINANCIAL IMPACT:
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Cost of crane rental at the time planned or emergency replacement of the transformers is
required.
Cost to County: -0-
Source of Funds: EYW Airport Operating Fund 404
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INTERLOCAL AGREEMENT
BETWEEN
THE UTILITY BOARD OF THE CITY OF KEY WEST.) FLORIDA
AND
MONROE COUNTY, FLORIDA (COUNTY)
REGARDING KEY WEST INTERNATIONAL AIRPORT
TRANSFORMER REPLACEMENT OBLIGATIONS
THIS INTERLOCAL AGREEMENT is entered into by and between the
UTILITY BOARD OF THE CITY OF KEY WEST, FLORIDA D/B/A KEYS
ENERGY SERVICES, a municipal utility created and existing pursuant to the laws
of the State of Florida ("KEYS"), and MONROE COUNTY, FLORIDA
("COUNTY"), a politicalsubdivision the State of Florida
WITNESSETH
y West International Airport (" "), located at 3491 S.
Roosevelt Boulevard, y West, Florida, is owned and operated ; and
the Concourse A project requires two (2) 1500 kVa padmount
transformers (collectively the each a
"TRANSFORMER") and the designf the electrical room at EYW located the
transformers in such a manner that KEYS will not have sufficient access to remove
and/or replace the TRANSFORMERS utilizingequipment owns ; and
KEYS requires the grant of an access easement from EYW to
service the electrical infrastructure, t does not require such ant as a condition
precedent to rendering electric service to EYW; and
s a condition tote rendering of electric service to EYW,
KEYS requires COUNTY to undertakeresponsibility forte physical removal o
the installed TRANSFORMERS and physical lifting and placementof substitute
TRANSFORMER(S) in the event of a plannedor emergency replacement, s set
forth herein.
THEREFORE, in consideration l covenants set forth
herein, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, enter into this res t as
of January 15, 2025 (" "):
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ARTICLE 1 — RECITALS
The foregoing recitals are true andcorrect are incorporated her i y reference.
ARTICLE 2 — TERM
e term of this agreement all be 99 years from the Effective Date hereof.
COUNTYARTICLE 3 — GRANT OF EASEMENT
agrees to execute and deliver to KEYS, on or before the sixtieth (6 ')
y after the Effective Date hereof, a valid access easement, on a formce to le t
KEYS, rati the right to construct, reconstruct, lay, install, operate,
maintain, relocate, repair, replace, improve, remove, and inspect KEYS' installs
electrical infrastructure at EYW.
ARTICLE 4 — TRANSFORMER REPAIR, MAINTENANCE., AND
REPLACEMENT RESPONSIBILITY GENERALLY
KEYS s all primary electrical infrastructure installed st tot e LINE
EXTENSION AGREEMENT, including the TRANSFORMERS, and bears the
responsibility to maintain and repair the TRANSFORMERS, and provide and install
any replacement , except tot e extent set forth erein, Nothing
herein shall be construed to place upon KEYSeater maintenance or repair
burden r responsibility thant at contained within Y Customer Service Policy
Manual, as amendedtime to time.
ARTICLE 5 — PLANNED/NON-EMERGENCY TRANSFORMER
REPLACEMENT
In the event KEYS determines it necessary to replace one or more
TRANSFORMERS, KEYS shall provide no less than fourteen ( ) days written
notice to EYW. EYW and KEYS shall reasonably agree to a date, time, and location
t EYW for provision by KEYS of a replacement TRANSFORMER or
TRANSFORMERS, and KEYSshall deliver such TRANSFORIVIER(S) the
agreed location t the agreed date and time.
KEYS and EYW shall reasonably agree to o date and time t which ill
electrically is e mechanically detach TRANSFORMER(S) which were
previously in service and whichwere determined by KEYS to need replacement.
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Upon such disconnection and detachment by KEYS, EYW shall have the
responsibility to remove such TRANSFORMER(S), by whatever means EYW
deems necessary and expedient and at no cost to KEYS, from the pad upon which
they were previously mounted. EYW shall deliver such removed
TRANSFORMIER(S) to KEYS at a location at EYW where KEYS, utilizing its
existing equipment, is capable of loading and removing such TRANSFORMER(S)
from EYW.
Upon removal of such TRANSFORMER(S) by EYW, EYW shall immediately
commence the lifting and placement oft a substitute TRANSFORMER(S) upon the
pad.
Upon placement satisfactory to KEYS, KEYS will mechanically attach and
electrically connect the substitute TRANSFORMER(S).
ARTICLE 6 — NON-PLANNED/EMERGENCY TRANSFORMER
REPLACEMENT
In the event of the failure or an identified imminent likely failure of a
TRANSFORMER, the cure of which reasonably necessitates replacement ofthe
TRANSFORMER, KEYS will immediately provide written and verbal notice to
EYW.
KEYS shall immediately, and in no case later than twenty-four (24) hours, deliver
replacement TRANSFORIVIER(S) to a mutually agreed location at EYW.
EYW shall immediately, and at no cost to KEYS, procure and coordinate the
equipment necessary to remove the identified TRANSFORMER(S). Upon direction
from EYW, KEYS will electrically disconnect and mechanically detach the
identified TRANSFORMER(S).
Upon such disconnection and detachment by KEYS, EYW shall have the
responsibility to remove such TRANSFORMER(S), by whatever means EYW
deems necessary and expedient and at no cost to KEYS, from the pad upon is
they were previously mounted. EYW shall deliver such removed
TRANSFORMIER(S) to KEYS at a location at EYW where KEYS, utilizing its
existing equipment, is capable of loading and removing such TRANSFORMER(S)
from EYW.
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Upon removal of such ( ) by EYW, EYW shall immediately
commence the lifting and placement oft e substitute ( ) upon the
a .
Upon placement satisfactory to KEYS, will mechanically attach an
electrically connect the substitute T ( ).
COUNTY AGREES AND UNDERSTANDS THAT TIME IS OF THE
ESSENCE WITH REGARD TO ITS OBLIGATION TO PROCURE AND
COORDINATE EQUIPMENT NECESSARY TO REMOVE
TRANSFORMER(S), ,
AND TO LIFT
AND PLACE SUBSTITUTE TRANSFORMERS.
COUNTY'S FAILURE TO TIMELY PERFORM SUCH ACTIONS MAY
RESULT IN AN EXTENDED OUTAGE TO EYW, DAMAGE TO
ELECTRICAL EQUIPMZNT� OR OTHER ADVERSE CONSEQUENCES.
ARTICLE 7 — NOTICES
Any notice permitted or required y the Agreement shall be in writing and shall be
either delivered in person, mailed by United Stateail, certified with return receipt
requested and all postage prepaid, or deliveredFederal Express, UPS or other
widely eco i overnight courier services. Notices sent by mails all be effective
on the third business day following postmark, whether or not actually received, i
properly addressed with st prepaid. otices delivered in person shall be
effective upon delivery. Notice sent overnight courier services, properly addressed
with all charges re i , shall be Effective at noon on the next business day
following lace the notice in the hands of the courier service for delivery.
Notices shall be given tote following addresses or such other addresses as the
parties may specify writing time to time during the term.
o KEYS:
Director of Engineering
Keys Energy Services
1001 James Street
PO Box 0
y West, FL 33040
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To COUNTY:
Director of Airports and Monroe County Attorney's Office
Key West International Airport I I 11 12" Street, its 408
3491 S. Roosevelt Blvd. Key West, Fl. 33040
Key West, FL 33040
ARTICLE 8 — INDEMNIFICATION AND SOVEREIGN IMMUNITY
COUNTY agrees to indemnify, defend, and hold KEYS harmless from and against
any and all claims, damages, losses, expenses and liabilities, arising out of the
performance of COUNTY's obligations herein, including claims for property
damage (including but not limited to damage to TRANSFORMERS), bodily injury,
death, or any of cause whatsoever.
COUNTY and KEYS, as political sub-divisions of the State of Florida, as defined
in Section 768.28, Florida Statues, agree to be fully responsible to the limits set forth
in such statute for their own negligent acts or omissions, or intentional tortuous acts,
which result in claims orsuits against them, and agree to be liable tote statutory
limits of any damages proximately caused by said acts or omissions, or intentional
tortions acts. Nothing contained in this Agreement shall be construed to be a waiver
by either party of any protections under sovereign immunity, Section 768.28 Florida
Statutes, or any other similar provision of law. Nothing contained herein all be
construed to be a consent by either party to be sued by third parties in any matter
arising out oft i any other Agreement.
ARTICLE 9 —AMENDMENT
This Agreement may be amended only by written instrument signed by an authorized
representative of each of the parties hereto.
ARTICLE 10 — SEVERABILITY
If any term, covenant, condition or provision of this Agreement (or the application
thereof to any circumstance or person) all be declared invalid or unenforceable to
any extent by a court of competent jurisdiction, the remaining terms, covenants,
conditions and provisions oft i reement shall not be affected thereby; and each
remaining term, covenant, condition and provision oft is Agreement shall be valid
and shall be enforceable tote fullest extent permitted by law unless the enforcement
of the remaining terms, covenants, conditions and provisions of this Agreement
would prevent the accomplishment of the original intent of this Agreement.
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COUNTY and KEYS agree to reform the Agreement to replace any stricken
provision with a valid provision that comes as close as possible tot intent oft e
stricken provision.
ARTICLE 11 —ATTORNEY'S FEES AND COSTS
COUNTY and KEYS agree that in the event any cause of action or legal proceeding
is initiated or defended by any party relative tot enforcement or interpretation of
this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees,
court costs, investigative, and out-of-pocket expenses, as an award against the non-
prevailing party,and shall include attorney's fees, court costs, investigative, and out-
of-pocket expenses in appellate proceedings.
ARTICLE 12 —DISPUTE RESOLUTION
The parties agree that all disputes and disagreements all be attempted to be
resolved by meet and confer sessions between representatives of each of the parties.
If the issue or issues are still not resolved to the satisfaction of the parties, then any
party shall have the right to seek such relief or remedy as may be provided by this
Agreement or by Florida law.
ARTICLE 13 — PUBLIC RECORDS
The parties shall allow and permit members of the public reasonable access to, and
inspection of, all documents, papers, letters, or other materials subject to the
provisions of Chapter 119, Florida Statutes, and made or received by the parties in
conjunction with this Agreement.
ARTICLE 14 —THIRD PARTY RELIANCE
No person or entity shall be entitled to rely upon any terms oft is Agreement to
enforce or attempt to enforce any third-party claim or benefit contemplated
hereunder, and the parties agree that neither KEYS nor COLNTY or any agent,
officer, or employee of each shall have the Authority to inform,counsel,or otherwise
indicate that any particular individual or group of individuals, entity or entities,have
entitlements or benefits under this Agreement separate and apart, inferior to, or
superior tote community in general or forte purposes contemplated in this
Agreement.
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ARTICLE 15 — GOVERNING LAW AND VENUE
This Agreement shall be governed by and construed in accordance with the Laws of
the State of Florida applicable to contracts made and to be performed entirely in the
State. In the event that any cause of action or administrative proceeding is instituted
for the enforcement or interpretation oft is Agreement, the parties agree that venue
will lie in teappropriate court or before the appropriate administrative body in the
16th Judicial Circuit in and for Monroe County, Florida.
ARTICLE 16 — ENTIRE AGREEMENT
This Agreement contains the entire agreement and understanding between the parties
hereto with respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements, understandings, inducements and conditions, express
or implied, oral or written, of any nature whatsoever with respect tote subject
matter hereof.
ARTICLE 17 — COUNTERPARTS
This Agreement may be executed in counterparts, any of which all be regarded as
an original and all of which shall constitute but one and the same instrument.
ARTICLE 18 — NO PERSONAL LIABILITY
No covenant or agreement contained herein shall be deemed to be a covenant or
agreement of any member, officer, agent or employee of KEYS or COUNTY in his
or her individual capacity, and no member, officer, agent oremployee of KEYS or
COLJNTY shall be liable personally on this Agreement or be subject to any personal
liability or accountability by reason oft e execution oft is Agreement.
ARTICLE 19 — MUTUAL REVIEW
This agreement has been carefully reviewed by KEYS and COLNTY, therefore this
agreement is not to be construed against either party on the basis of authorship.
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W WITNESS WHEREOF, the parties hereto have duly executed this First
Amendment as of the date first above written.
(SEAL) MONROE COUNTY, FLORIDA
Attest: Kevin Madok, Clerk
By...................................................................... By:............................................................................................................. ...........
as Deputy Clerk Mayor
UTILITY BOARD OF THE CITY OF
KEY WEST, FLORIDA
..................................................................................................................
Witness Authorized Representative
Printname....................................................................................................... Print name:
Title:
Witness
Print name-
MOb;ROE COUNTY ATTOR
ORW r"
F
PE RO MIERCADO
_1 , —A�ffo'RNEY
SI'S
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