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Home My WebLink About04/15/2026 Agreement GVS COURTq° o: A Kevin Madok, CPA - �o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida �z cooN DATE: April 27, 2026 TO: William DeSantis, Director Facilities Maintenance Chrissy Collins Executive Administrator Stan Thompson Contract Manager ft'7..C..rn..cr monroecounty-ft�l. gov FROM: Liz Yongue, Deputy Clerk SUBJECT: April 15, 2026 BOCC Meeting The following item has been executed and added to the record: C7 Non-Disclosure Agreement(NDA) from Opterra Energy Services, LLC. Opterra proposes to perform a "Facilities and Resiliency Assessment" on County buildings at no cost to the County. To do so, Opterra needs access to building plans and some of those plans are exempt from disclosure pursuant to Florida Public Record Law. Completion of an NDA will allow Opterra access to those records. 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 Docusign Envelope ID:0240D707-EC8B-4F31-B93E-228C62C25DC2 MREEMENI T a 5ERY ILDIN M E E T 1 PLANS EQR HE RPLAPOSE OF PERFORMINQ AN E E ANALYSIS THE !► E I M FOR E O.. THIS AGREEMENT is entered into this 15th day of April , 2026, by and between Monroe County, a political subdivision of the State of Florida, by and through its Board of County Commissioners (hereinafter "COUNTY"), the address of which is 1100 Simonton Street, Key West, Florida 33040, and Opterra Energy Services, LLC ("CONSULTANT"),a Foreign Limited Liability Company organized under the laws of the State of Delaware and authorized to transact business in the State of Florida, the principal address of which is 1001 Fleet Street,Suite 400;Baltimore,Maryland 21202. WITNESSETH: WHEREAS, the COUNTY has received an unsolicited inquiry from the CONSULTANT to evaluate the energy usage of the COUNTY building systems and develop a proposal to finance, design and install improvements to building operations systems, including H 'AC: and related monitoring and alarms systems, with the stated purpose of reducing overall energy usage and costs,with the cost savings to be used to finance,in part or in whole, the proposed improvements, hereinafter referred to as "Consultant Proposal";and WHEREAS, Section 119.0701, Florida Statutes, requires that any the COUNTY records provided to the CONSULTANT to perform its evaluation that include public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the term of the Consultant Proposal and following completion of the Consultant Proposal if the CONSULTANT does not transfer the records to the COUNTY;and WHEREAS, during the course of its evaluation, the CONSULTANT would be required to comply with Florida public records laws including,but not limited to,Chapter 119, Florida Statutes and Article I,Section 24 of the Florida Constitution;and WHEREAS, the COUNTY shall not be obligated to accept the Consultant Proposal nor reimburse the CONSULTANT for any costs incurred by the CONSULTANT for the development of the Consultant Proposal;and WHEREAS, the Consultant Proposal may be considered an unsolicited proposal to the COUNTY as provided in Section 255.065, Florida Statutes and, if so considered, the COUNTY would be required to publicly advertise for competing proposals from other potential consultants;and Docusign Envelope ID:0240D707-EC8B-4F31-B93E-228C62C25DC2 WHEREAS,included Nvithin, the documents in the possession of Monroe County to which the CONS LILTANT must have access in order to conduct its, energy use analysis are "building plans,HVAC plans,fire alarm plans,blueprints,schematic drawings,and diagrams", nncluding draft, preliiy inaty, and final formats,which depict the internal layout and structural elements" of Monroe County buildings; and WHEREAS,in the course of conducting its energy usage analysis of Monroe County buildings, the CONSULTANT may need to review and examine the ':"HVAC management ,systems,and the security or fire safety systemplans" thereof including"records,information, photographs, audio and Nrisual presentations, schematic diagrams,surveys,recommendations, or consultations or portions thereof relating directly to the HVAC management systems, including related physical security or fire safety, systems of the facility or revealing security or fire safety systems"and WHEREAS, said building plans,building management systems.,blueprints,schematic drawings and diagrarns are exempt from public records disclosure pursuant to Subsection 119.071(.3)(b), I-I'lorida Statutes;and WHEREAS, said security or fire safety system plan is exempt from public records disclosure pursuant to Subsection 119-071(3)(a),Florida Statutes;and WHEREAS, pursuant to Subsection 119.071(3)(b)(3)(b), Florida Statutes, said building plans, blueprints, schematic drawings and diagrams inay be disclosed "to a licensed architect, engineer, or contractor wljo is performing work on or related to the building';anal WHEREAS,pursuant to Subsection 119.071(3)(a)(3)(b),Florida Statutes,said security or fire safety system plan may be disclosed "in furtherance of the official duties and responsibilities of the agency holding the information". NOW THEREFORE,in consideration of the mutual promises of the parties to this Agreement and other terms and conditions set forth herein, the COUNTY and CONSULTANT agree as follows: SECTION 1. RECITALS. The above Recitals are true and correct and are incorporated herein and made a part hereof by this reference. 2 Docusign Envelope ID:0240D707-EC8B-4F31-B93E-228C62C25DC2 SECTION 2. PURPOSE. The purpose of this,agreement is solely to govern the disclosure and retention during the time necessary for the CONSULTANT to complete the energy usage analysis and the return to the COUNTY of copies of records exempt from public records disclosure pursuant to Chapter 119, Florida Statutes or,if such return is not possible, the destruction thereof. SECTION 3. DISCLOSURE OF RECORDS BY COUNTY A. Pursuant to Subsection 119.071(3)(a)(3)(b), Florida Statutes, the COUNTY hereby shall disclose to the CONSULTANT said building management system plans, security or fire safeq, system plans "in furtherance of its official duties and responsibilities"to assure that the Monroe County building management systems are properly maintained,properly configured and fully functional. B. Pursuant to Subsection 119.071(3)(b)(3)(b), Florida Statutes, the COUNTY hereby shall disclose to the CONSULTANT said building management system plans, blueprints, schematic drawings and diagrams in its capacity as a licensed architect, engineer, or contractor performing work on or relating to the Monroe County building management and systems. SECTION 4. USE OF DISCLOSED RECORDS BY CONSULTANT A. Pursuant to Subsection 119.071(3)(a)(3)(b), Florida Statutes, the CONSULTANT shall utilize said building management system plans, security or fire safety system plans solely for the purpose of performing its energy usage analysis of Monroe County buildings as agreed to by the. COUNTY. B. Pursuant to Subsection 119.071(3)(b)(3)(b), Florida Statutes, the CONSULTANT shall utilise said building plans, HATAC management systems, blueprints„ schematic drawings and diagrams solely for the purpose of performing its energy usage analysis and implementation plan for Monroe County buildings in accordance with Consultant Proposal prepared for the COUNTY. C. Pursuant to Subsection 119.071(3)(b)(4), Florida Statutes, the CONSULTANT shall maintain the exempt status of the information contained in the security or fire safety system plan and building plans, HVAC management systems blueprints, schematic drawings and diagrams during the time such information is within its possession. D. The security or fire safety system plan and building plans, HVAC management systems, blueprints, schematic drawings and diagrams shall be available only to those officers and employees of the CONSULTANT whose official duties require such access in order to perform their essential functions in preparing the Consultant Proposal. 3 Docusign Envelope ID:0240D707-EC8B-4F31-B93E-228C62C25DC2 SECTION 5. DISPOSITION OF DISCLOSED RECORDS A. Should the COUNTY and CONSULTANT mutually agree to execute a separate Consultant Agreement to implement the Consultant Proposal, said Consultant Agreement shall include provisions to transfer die FIVAC management system plans,security or fire safety systems plans and building plans, blueprints, schematic drawings and diagrams disclosed to the CONSULTANT back to the COUNTY upon completion of the scope of work of the Consultant Agreement and the CONSULTANT shall not retain any duplicate copies of the HVAC management system plans, security or fire safety system plans and building plans,blueprints,schematic drawings and diagrams disclosed to the CONSULTANT pursuant hereto but, instead, shall transfer possession thereof to the COUNTY or, if such transfer is not possible, said copies shall be destroyed. B. Upon the completion of the scope of worl(of(.Ile Consultant Agreement to implement the improvements to energy rnanagernentsysterns in ,Monroe County buildings and contemporaneously with the subrnission of its report detailing the results of its findings to the COUNTY, the CONSULTANT shall submit to the COUNTY a signed and sworn certification that any copies of the security or fire safety system plan and building plans, blueprints, schematic drawings and diagrams disclosed to the CONSULI'ANT in order to perforin its energy usage analysis that have not been returned to the COUNTY have been destroyed and no such copies have been retained. D. Submission by the CONSULTANT to the COUNTY of certification that any copies, of the security or fire safety system plan and building plans, blueprints, schematic drawings and diagrarns disclosed to the CONSULTANT in order to perform its energy analysis and any implementation of energy management system improvements that have not been returned to the COUNTY have been destroyed shall constitute a condition precedent to the processing of payment to the CONSULTANT for its services pursuant to any executed agreement to implement the Consultant Proposal. This Agreement is entered into as of the day and year first written above and is executed in at least one (1) original copy. Execution by the CONSULTANT must be by a person with authority to bind the entity. SIGNATURE OF THE PERSON EXECUTING THE DOCUMENT MUST BE NOTARIZED. 4 Docusign Envelope ID:0240D707-EC8B-4F31-B93E-228C62C25DC2 • Attest: KEVIN MADOK,Clerk BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA 1 i i .1110' A By: By: *. t ilr. - eputy Clerk Mayor/Chairman Date: .. IS j.2Oi(o Date: GI j ) .)2O2o . . ,01,(i)00, + MONROE COUNTY ATTORNEYS OFFICE lit<= ....4.7_, • y ,- , APPROVED AS TO FORM • .— ri ,,,A. . ..... - .," i ,,,,, ,, ,,,,ASSISTANT COUNTY ATTORNEY - ~ " - I DATE: -1 f1: -_,L.---.-- .: ei' yoe*J- 0� CONSULTANT'S Witnesses Attest:st CONSULTANT: OPTERRA ENERGY SERVICES,LLC CONSULTANT must provide two -Sianod by: (-Initial witnesses'signaturesDG twAntot Aitt-itai Signature!•s .....:,_ - Sigria re Print Name:Edward Mesnkin g ,-- _,,-, G Print Natn .� _ t ': ._ ►►W . Title: RegionalOperations O erations Director 1 3/10/2026 Date: : D I cooDate: and . „.„1"--/#.6:crug..e7 Print Name: f., :,N ,.) SEAL ,, . ,.f .ror 44,41 c00_.Y a i. ••:fir✓'.'s'tv� •' �1'� "'' Date: //d ',°`• �t•� l i'., `->,A i .1, 2014 r�,�:y STATE OF f-0,AA 5 COUNTY OF _ sm c_ On this t 6 ,4' day of 20";-1,before me,the undersigned notary public, by means of Elphysical presence or ja. online, personally appeared Edward hi ink M known to me to be the person whose name is subscribed above or-- �pr dffmx� - .-. . _„ - ..w. ,- as identification. Notary Pullt: �~�~' �� _. ICA FIIrl, ( FpIWaF Print N��re ,rUI My commission expires: " �a i+cIdA , x y° pl j, 6 OPTERRA March 11, 2026 Proposal for No-Cost Facilities Assessment Monroe County Board of County Commissioners OPTERRA Energy Services (OPTERRA) is pleased to offer Monroe County a no-cost Facilities Modernization and Resiliency Assessment to evaluate current facility conditions, identify modernization opportunities, and develop planning-level guidance to support future capital, operational, and resiliency decision-making. This assessment will include a comprehensive review of existing building systems, including mechanical, electrical, HVAC, and related infrastructure; identification of facility modernization and resiliency opportunities; and the development of recommended pathways to improve reliability, reduce operational costs, and enhance the built environment for County staff and residents. The Assessment will begin with a site visit to the County facilities and will be presented to the County approximately three to four weeks after the site visit and the receipt of the following information: • Floor plans of included buildings • One year worth of actual utility bills for all included utilities, beginning with the most recent month. • Other information as deemed important and mutually agreed upon by OPTERRA and County. OPTERRA will correlate and analyze all information gathered during the assessment and prepare a presentation summarizing findings, potential improvement measures, planning-level budget ranges, and an-implementation roadmap. This presentation will help the County prioritize investments, strengthen long-term capital planning, and identify opportunities that support efficiency, resiliency, and public service delivery. We appreciate the opportunity to support Monroe County in this early-stage evaluation and look forward to collaborating with County staff under the mutual protection of a non-disclosure agreement. Please let us know if any additional information is required as the County considers authorization of the NDA and staff participation. Sincerely, John Paul Jewell - Regional Business Development Manager OPTERRA Energy Services