11/18/2014 Agreement AMY HEAVILIN, CPA
,
CLERK OF CIRCUIT COURT & COMPTROLLER
4 MONNOECOUNTY,FLORIDA
•
DATE: December 11, 2014
TO: Kevin Wilson
Director of Engineering
ATTN: Pamela Hancock
FROM: Lindsey Ba/lard, D.C)
At the November 17, 2014 Board of County Commissioner's meeting the Board granted approval and
authorized execution of Item F27 Memorandum of Understanding (MOU) with the Florida Keys
Electric Cooperative (FKEC) for use of various County properties for establishment of emergency work
camps to support power restoration efforts following major storm events.
Enclosed is a duplicate original executed on behalf of Monroe County,for your handling. Should you
have any questions, please feel free to contact me.
CC: County Attorney(electronic copy)
Finance
,/File
SCANNED500 Whitehead Street88820 Overseas Highway,Highway,Plant ion Key,FL 33070 Phone:852-7145 Fax:305-852-7146
Storm Restoration Staging Areas
Memorandum of Understanding
THIS MEMORANDUM OF UNDERSTANDING (MOU), made and entered into this 18u'
day of November 2014 between the County of Monroe, Florida, a political subdivision of the
state of Florida, hereinafter "County" and Florida Keys Electric Cooperative Assodation, Inc., a
Florida not for profit corporation, hereinafter, "FKEC" regarding restoration staging areas
following major storm events,to wit:
WHEREAS, the County and FKEC recognize that it is In the best Interests of FKEC
members who are also residents of the County to restore electric services as quickly and
efficiently as is reasonably practicable following a major storm event affecting the County and
FKEC's service area; and
WHEREAS, FKECs restoration planning and resources are best utilized from preselected
staging areas throughout the County,and
WHEREAS, FKECs resources and restoration activities Include the use of third party
mutual aid line crews and contractors who will require approximately one to two acre sites at
various locations in the county in order to provide vehicle and equipment staging areas, food
services,sleeping facilities, laundry services and other related functions;and
WHEREAS, the County is willing to designate certain specified site locations owned by
the County for FKEC's restoration activities under certain conditions,
NOW THEREFORE, for and in consideration of the mutual covenants, terms and
conditions as set forth herein,FKEC's and the County agrees as follows:
1. The foregoing recitals are incorporated herein by reference.
2. The County agrees to make every effort to provide FKEC with one to two acre
sites at various locations in the county for the logistical staging of restoration
activities in the event of a major storm. Examples sites Include, but are not
limited to,Key Largo Park,Harry Harris Park, Murray Nelson Government Center,
HWY 905 County Transfer Station and Long Key County Transfer Station.
3. The sites will be used to establish temporary work camps for FKECs restoration
crews as well as outside mutual aid line crews and contractors critical to the
restoration of electric service within FKEC's service territory.The camps may
include administrative command posts,sleeping facilities,food services,laundry
services,vehicle and equipment staging communication services,
generators,and other related activities and equipment.
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4. FKEC's Chief Operating Officer and the County's Director of Public Works and
Engineering will jointly make the final determination of site locations in writing
when a specific major storm event appears imminent.
5. FKEC will have the authority to direct storm restoration service providers to the
agreed on locations immediately following a major storm event if, in FKEC's
judgment the establishment of restoration activities at such locations are
necessary to restore electric service.
6. FKEC agrees to indemnify, defend and hold the County, its officer, agents or
employees, harmless from and against any liability, claims, damages, costs,
expenses(including reasonable attomey's fees,costs,and expenses)or demands
for injury to persons and property arising out of the acts or omissions of any
third party contractor or FKEC's use of the sites as aforesaid.
7. The use of the specified sites by FKEC shall last no longer than 45 days unless
otherwise agreed to in writing by the County.
8. FKEC will carry the following insurance in the amounts shown and include
Monroe County as an additional named Insured on those policies:
Commercial General Liability $1,000,000 (GL3)
Business Automobile Liability $1,000,000 (VL3)
Workers' Compensation Workers Comp—Statutory required
limits
Employers Liability $503,000"
9. FKEC shall restore the sites to their pre-use condition within 90 days after the
sites are vacated.
10. In the event of any failure of compliance by either party hereto with any of its
material obligations to the other parties as provided for herein such action shall
constitute a default under this agreement.Upon such default,the non-defaulting
party shall provide to the defaulting party a written Notice of such default,which
Notice (a "Default Notice") shall state in reasonable detail the actions the
defaulting party must take to cure the same. The defaulting party shall cure any
such default,within 30 days following the date of the Default Notice.
Notwithstanding the provisions of this Section, if any such default by the
defaulting party remains uncured at the conclusion of any specified 30 day cure
period, and if the nature of the defaulting party's obligations are such that more
than 30 days is required to effect cure, then the defaulting party shall not be in
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default hereunder and the non-defaulting party shall not have the right to
exercise Its termination rights granted herein as a result of any such default, if
the defaulting party commences cure within the applicable cure period and
thereafter diligently pursues cure to completion of performance.
In the event the defaulting party fails to affect any required cure as provided for
herein,the defaulting party shall be deemed to be in uncured default hereunder,
and the non-defaulting party shall have the right, but shall not be obligated,
upon written Notice to the defaulting party,to terminate this Agreement.
If such Notice is given, this Agreement shall terminate on the date set forth in
the Notice and the parties shall be relieved of all rights and obligations
hereunder, except for any rights and obligations that expressly survive
termination.
11. Either party may terminate this agreement by written notice of one to the other
at any time.
12. Notices by one party to the other may sent by any of the following means:USPS,
overnight courier,hand delivery,e-mail or fax.
Notices as to County:
To:Monroe County Director of Public Works and Engineering:
Kevin Wilson, P.E.
1100 Simonton Street
Key West, FL 33040
(305)797-1547
(305)295-4321
Wilson-kevin@ monroecounty-fl.gov
With a copy to:
Bob Shillinger,County Attorney
P.O. Box 1026
Key West,FL 33041-1026
Notices as to FKEC:
To: FKECs Chief Operating Officer:John A.Stuart
Address for Notices: Post Office Box 377
91630 Overseas Highway,Tavernier, Florida 33070-0377
Phone Number:(305)852-2431
Fax Number:(305)852-4794
E-mail:john.stuart@fkec.com
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13. This Agreement shall be construed In accordance with and governed by the laws
of the State of Florida. Exclusive venue for any litigation arising out of this
Agreement shall be in Monroe County, Florida, 16th Judicial Circuit Court or the
Southern District of Florida.This Agreement is not subject to arbitration.
14. This Agreement shall not be assignable by either party unless such assignment is
first approved by both parties.
15. If any term or provision of this Agreement shall to any extent be held invalid or
unenforceable, the remainder of this Agreement shall not be affected thereby,
and each remaining term and provision of this Agreement shall be valid and be
enforceable to the fullest extent permitted by law.
16. The FKEC and its employees, volunteers, agents, vendors and subcontractors
shall be and remain independent contractor and not agents or employees of the
COUNTY with respect to all of the acts and services performed by and under the
terms of this Agreement. This Agreement shall not in any way be construed to
create a partnership, association or any other kind of joint undertaking,
enterprise or venture between the parties.
17. The failure of either party to this Agreement to object to or to take affirmative
action with respect to any conduct of the other which is in violation of the terms
of this Agreement shall not be construed as a waiver of the violation or breach,
or of any future violation, breach or wrongful conduct.
18. Any terms or conditions of either this Agreement that require acts beyond the
date of the term of the Agreement,shall survive termination of the Agreement,
shall remain in full force and effect unless and until the terms or conditions are
completed and shall be fully enforceable by either party.
19. This memorandum of understanding contains the entire agreement between the
parties relating to the subject matter hereof,and any prior agreements,
representations either oral or written,or understandings are hereby superseded.
Any oral representations or modifications concerning this memorandum of
understanding shall be of no force or effect,except for subsequent modifications
in writing signed by both parties hereto.
Page 4 of 5
In Witness Whereof,the undersigned have set their hands and seals
Florida Keys Electric Cooperative Association Inc. '
W ES � (/ By -
• We Officer
Sign kze
r
ifigar ,ti.,b ti
fi Signature
�-' Print Name
4 (SEAL) , BOARD OF COUNTY COMMISSIONERS
41 HEAVILIN,CLERK OF MONROE COUNTY, FLORIDA
i,
N ` `„f �G' By: ✓ 7 /
• , \ Deputy CI rk TuTjjayor/Chairman
MONROE COUNTY ATTORNEY
APPR VED AS 10 FORM:
L 13t.it-Pi:A t�Profits s
CHRISTINE M. LIMBERT-BARROWS
ASSISTANTTOUN I V ATTORNEY
Date 3.�jL�,
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