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Home My WebLink About01/15/2025 Agreement GVS COURTq° o: A Kevin Madok, CPA - �o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida �z cooN DATE: January 17, 2025 TO: Beth Leto, Airports Business Manager, KWIA Pedro Mercado Assistant County Attorney FROM: Liz Yongue, Deputy Clerk SUBJECT: January 15, 2025 BOCC Meeting The following item has been executed and added to the record: I5 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). Should you have any questions please feel free to contact me at(305) 292-3550. cc: County Attorney Finance File KEY WEST MARATHON PLANTATION KEY 500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070 INTERLOCAL AGREEMENT BETWEEN THE UTILITY BOARD OF THE CITY OF KEY WEST, FLORIDA AND MONROE COUNTY, FLORIDA (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 political subdivision of the State of Florida WITNESSETH Key West International Airport ("EYW"), located at 31 S. Roosevelt Boulevard, Key West, Florida, is owned operated by COUNTY; the Concourse A project requires two (2) 1500 kVapad of transformers (collectively the NSF and each " NSF ') and the design of 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 utilizing equipment owned by ; and KEYS requires the grant of an access easement from to service the electrical infrastructure, but does not require such grant as a condition precedent to rendering of electric service to EYW; and as a condition to the rendering of electric service to EYW, KEYS requires COUNTY to undertake responsibility for the physical removal o the installed TRANSFORMERS and physical lifting and placement of substitute TRANSFORMER(S ) in the event of a planned oremergency replacement, as set forth herein. THEREFORE, in consideration of the mutual covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, KEYS and COUNTY enter into this Agreement as of January 15, 2025 ("EFFECT ATE"): ARTICLE 1 —RECITALS The foregoing recitals are true and correct and are incorporated herein by reference. ARTICLE 2 —TERM The term of this agreement shall be 99 years from the Effective Date hereof. ARTICLE 3 —GRANT OF EASEMENT COUNTY agrees to execute and deliver to KEYS, on or before the sixtieth (6 1) day after the Effective Date hereof, a valid access easement, on a formacceptable to granting Y the right to construct, reconstruct, lay, install, operate, maintain, relocate, repair, replace, improve, remove, and inspect ' installed electrical infrastructure at EYW. GENERALLYARTICLE 4 — TRANSFORMER REPAIR, MAINTENANCE, AND REPLACEMENT RESPONSIBILITY KEYS owns all primary electrical infrastructure installed pursuant to the LINE EXTENSION ENT, including the TRANSFORMERS, and bears the responsibility to maintain and repair the TRANSFORMERS, provide and install any replacement TRANSFORMERS, except to the extent set forth herein. Nothing herein shall be construed to place upon KEYS any greater maintenance or repair burden or responsibility than that contained within Customer Service Policy Manual, as amended from time to time. ARTICLE 5 — - EMERGENCY TRANSFORMER REPLACEMENT In the event KEYS determines it necessary to replace one or more TRANSFORMERS, KEYS shall provide no less than fourteen (1 ) days written notice to EYW. EYW and KEYS shall reasonably agree to a date, time, and location at EYW for provision by KEYS of a replacement TRANSFORMER or TRANSFORMERS, and KEYS shall deliver such TRANSFORMER(S) to the agreed location at the agreed date and time. KEYS and EYW shall reasonably agree to a date and time at which KEYS will electrically disconnect and mechanically detach TRANSFORMER(S) which were previously in service and which were determined y KEYS to need replacement. Upon such disconnection and detachment by KEYS, EYW shall have the responsibility to remove such T NSF ( ), 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 TRANSFORMER(S ) to KEYS at a location at EYW where KEYS, utilizing its existing equipment, is capable of loading and removing such TRANSFORMER(S) from . Upon removal of such TRANSFORMER(S ) by EYW, EYW shall immediately commence the lifting and placement of the substitute TRANSFORMER(S )upon the pad. Upon placement satisfactory to KEYS, Y will mechanically attach and electrically connect the substitute NSF ( ). ARTICLE 6 — - REPLACEMENT In the event of the failure or an identified imminent likely failure of a TRANSFORMER, the cure of which reasonably necessitates replacement of the TRANSFORMER, will immediately provide written and verbal notice to Y . KEYS shall immediately, and in no case later than twenty-four (2 ) hours, deliver replacement TRANSFORMER(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 NSF ( ). Upon direction from will electrically disconnect and mechanically detach the identified NSF ( ). Upon such disconnection and detachment by KEYS, EYW shall have the responsibility to remove such T NSF ( ), 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 TRANSFORMER(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 lace e t of the substitute TRANSFORMER(S )upon the pad. Upon placement satisfactory to KEYS, KEYS will mechanically attach electrically connect the substitute NSF ( ). COUNTY AGREES AND UNDERSTANDS THAT TIME IS OF THE ESSENCE WITH REGARD TO ITS OBLIGATION TO PROCURE AND COORDINATE EQUIPMENT NECESSARY TO REMOVE TRANSFORMER(), TO REMOVE TRANSFORMER(S), AND TO LIFT SUBSTITUTEAND PLACE . CONSEQUENCES.COUNTY"S FAILURE TO TIMELY PERFORM SUCH ACTIONS MAY RESULT IN AN EXTENDED OUTAGE TO EYW9 DAMAGE TO ELECTRICAL EQUIPMENT9 OR OTHER ADVERSE ARTICLE 7 —NOTICES y notice permitted or required by the Agreement shall be in writing and shall be either delivered in person, mailed by United State Mail, certified with return receipt requested all postage prepaid, or delivered by Federal Express, UPS or other widely recognized overnight courier services. Notices sent by mail shall be effective on the third business day following postmark, whether or not actually received, i properly addressed with postage prepaid. Notices delivered in person shall be effective upon delivery. Notice sent overnight courier services, properly addressed with all charges prepaid, shall be Effective at noon on the next business day following placement of the notice in the hands of the courier service for delivery. Notices shall be given to the following addresses or such other addresses as the parties may specify in writingo time to time during the term. o : Director of Engineering Keys Energy Services 101 James Street PO Box 6100 Key West, FL 33040 ToCOUNTY: Director of Airports and Monroe County Attorney's Office Key West International Airport 1111 1211 Street, Suite 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 other 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 or suits against them, and agree to be liable to the statutory limits of any damages proximately caused by said acts or omissions, or intentional tortious acts. Nothing contained in this Agreement shall be construed to be a waiver by either party of any protections under sovereign immunity, Section 768.28 Florida Statutes, or any other similar provision of law. Nothing contained herein shall be construed to be a consent by either party to be sued by third parties in any matter arising out of this or any other Agreement. 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) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. COUNTY and KEYS agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. ARTICLE 11 — 'S FEES AND COSTS COUNTY and KEYSagree that in the event any cause of action or legal proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, court costs, investigative, and out-of-pocket expenses, as an award against the non- prevailing party, and shall include alto ey'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 shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any partyshall 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 i conjunction with this Agreement. ARTICLE 14 —THIRD PARTY RELIANCE o person or entity shall be entitled to rely upon any terms of this Agreement to enforce or attempt to enforce any third- claim or benefit contemplated hereunder, and the parties agree that neither KEYS nor COUNTY or any agent, officer, or employee of each shall have the Authority to inform, counsel,or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. ARTICLE 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 of this Agreement, the parties agree that venue will lie in the appropriate court or before the appropriate administrative body in the 16th Judicial Circuit in and for Monroe County, Florida. ARTICLE 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 to the subject matter hereof. ARTICLE 17 -- COUNTERPARTS This Agreement may be executed in counterparts, any of which shall 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 or employee of KEYS or COUNTY shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. ARTICLE 19 —MUTUAL REVIEW This agreement has been carefully reviewed by KEYS and COUNTY, therefore this agreement is not to be construed against either party on the basis of authorship. • • IN:WITNESS WHEREOF, the paities hereto have duly executed this •First • • Amendment as'ofthe e date first.above written.. : • ' • t_ ..:Y �yy i4(SEAL. ,°{R MONROE.COUNTY FLORIDA : : « 4;.�.",,'- iGrp,%, A� ti',t�Attest '. e v' Madok Clerk , 4,,,:;..ffrii,:.:Ato*-„?:::,:;'2 1 1 4:;,,,.'',,,,,-,-,v01.: • : -: • • : : • : : i • • : : ' : ' - : iz----:','::. : A'A. �.t }•, -.1 V 0''.-'?:'‘..--.:7k 0,,,•..1:.c;.,;.;';.,'1.'.,i,;,,'.f.,:?'c,gic-.i'-c,:- ' . V *I „ per`..,, r,� ,L:Q: - ,-,_; j }fit *;� _„I :. p : pl\r•- taw,' .i - " p i ' " • • l'i • �, ,.., _ - ''._ ya s D utyClerk - •. ayor \4 s NROE'COUNTY ATTORNEY •. • ,r.,,,:,:-,:7a • • • A MOVE. 0FORMA. . • .ASSIST.' "*UNTY ATTORNEY' . bate .. •1/16/:2:5 • . . . .. . . ILITY BOARD. OF THE CITY :OF ' KEY WE ST:FLORIDA• - • .. -. .. Witness --• : :: : Authorized Representative : • .. . ' • • . Print name:: Lynne Te'eda � Print WarneSteve�Wells.. : � • • : :• : : : . : � • T.Title : Utili :Board Chairman. : ;t : 4,. ,' a . Witness : .,t:of ek Print/lame: Edee Delp!) :G 1 % •.-,.6 • ' .. 'fir• gEr` �' • :. u,•: : 0: .;.. .., i.� .- -r : -� .O ..6'4.1.iiiISN:. . : ' : . : : : : i : • : i x : : . - a r-N7:73 :: .. - -, t-,..,3 ---