2. 12/20/1995 Agreement��ourr�
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BRANCH OFFICE CLERK OF THE CIRCUIT COURT
3117 OVERSEAS HIGHWAY MONROE COUNTY
MARATHON, FLORIDA 33050 500 WHITEHEAD STREET
TEL (305) 289 -6027 KEY WEST, FLORIDA 33040
FAX (305) 289 -1745 TEL. (305) 292 -3550
FAX (305) 295 -3660
M E M O R A N D U M
To: James T. Hendrick,
County Attorney
From: Isabel C. DeSantis,
Deputy Clerk .9. C •E�'
Date: January 9, 1996
BRANCH OFFICE
88820 OVERSEAS HIGHWAY
PLANTATION KEY, FLORIDA 33070
TEL. (305) 852 -7145
FAX (305) 852 -7146
As you know, at the meeting of December 20, 1995, the Board
granted approval and authorized execution of an Agreement between
Monroe County and Florida Keys Electric Cooperative Association,
Inc. (FKEC), to provide outdoor lighting and traffic light
maintenance with parts supplied by the County.
Attached hereto for return to FKEC is a duplicate original
of the subject document.
Should you have any questions concerning the above, please
feel free to contact me.
cc: County Administrator
Finance
/File
AGREEMENT
THIS AGREEMENT made this 20tdtay of ' Decembe,rJ 995, by and between the
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FLORIDA KEYS ELECTRIC COOPERATIVE ASSOCIATION, INC.i.~ereina~r caMd
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("FKEC") and the COUNTY OF MONROE, FLORIDA, A SUBDIVISION OF T~STJg;E
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OF FLORIDA, hereinafter called ("COUNTY"): -0 ~
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WHEREAS, FKEC, is a Florida, not-for-profit corporation, organized an~exis@g
under Chapter 425, Florida Statutes, and is an electric utility providing electric service
pursuant to Territorial Agreements approved by the Florida Public Service Commission in
its service area in Monroe County, Florida, and
WHEREAS, the COUNTY is engaged in the operation and maintenance of street
lights and traffic signals within FKEC's service area in Monroe County, and
WHEREAS, the COUNTY desires FKEC to provide maintenance services for the
outdoor lighting and traffic signals (hereinafter sometimes referred to as "facilities") in order
that the COUNTY may limit the costs to its citizens that would be incurred by the expense
of additional staff and service vehicles required to perform such maintenance, and
WHEREAS, FKEC, at the direction of the COUNTY, is willing to provide such
maintenance service for which the COUNTY shall compensate FKEC as provided herein,
and
WHEREAS, FKEC and the COUNTY intend that the COUNTY shall supply all the
necessary replacement parts and other related materials necessary for such maintenance,
NOW, THEREFORE, for and in consideration of the mutual covenants and
conditions as stated herein, the parties agree as follows:
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1. FKEC shall, at the direction of the COUNTY, act as the COUNTY's agent for
the maintenance of traffic signals and street lights along roadways and other outdoor
lighting at Harris Park that exist on the date of this Agreement, but only to the extent that
such facilities lie within FKEC's service area.
2. The COUNTY shall provide FKEC with all materials and replacement parts
used by FKEC for necessary maintenance, including such equipment and other related
materials that are necessary in order to maintain the facilities. If FKEC utilizes materials,
equipment, or replacement parts out of its own inventory, or purchases such items because
the COUNTY does not have them available, then the COUNTY shall reimburse FKEC for
such items. However, it is the intent of the parties that the COUNTY, and not FKEC, shall
maintain adequate inventories of replacement parts, materials and equipment.
3. FKEC's maintenance responsibilities hereunder shall not include any obligation to
construct new facilities, or to assume any liability or responsibility for the control of traffic,
except as required to provide the maintenance services hereunder. Neither shall FKEC
have any responsibility for making decisions, judgments, or planning, regarding traffic
safety, location of traffic signals, the kinds and types of such devices purchased by the
COUNTY, computer hardware and software to operate such equipment, or any other
matters that lie within the duties and obligations of the COUNTY as a governmental entity
to help protect the health, safety, and welfare of the citizens of Monroe County and the
traveling public. FKEC shall be responsible for compliance with standard traffic safety
procedures required by the Florida Department of Transportation while performing
maintenance services hereunder.
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4. FKEC shall provide the maintenance services in a reasonable, prudent, and
timely manner, subject to the availability of parts, materials, and equipment from the
COUNTY, and with due regard to the fact that the COUNTY, and not FKEC, has exercised
its judgment in the purchase of the facilities to be maintained.
5. The COUNTY shall pay FKEC its fully allocated costs for labor, materials, and
overhead, including, but not limited to, any allocated share of FKEC's administrative and
general expenses and insurance costs, following generally accepted utility accounting
practices, and such payment shall be invoiced to the COUNTY on a monthly basis with
reasonable detail identifying such costs. All invoices shall be due and payable when
rendered and shall be delinquent if not paid within 30 days.
6. Nothing herein contained shall be construed to reduce the obligation of the
COUNTY to provide for the operation of the facilities, and the parties specifically agree that
FKEC, by entering into this Agreement, shall neither assume nor be obligated to assume
any responsibility for the operation and control of the facilities.
7. The COUNTY, recognizing the inherent risks and likelihood of damage to
persons and property, should the facilities fail to operate properly, and further recognizing
that FKEC's primary mission is to provide electric service to its members and not to engage
in activities that could place its members' assets at risk, does hereby covenant and agree
to indemnify and save FKEC harmless of and from all losses, claims, suits, damages to
persons and property, and reasonable attorneys' fees that may arise due to the failure of
the facilities to operate for any reason.
8. As the COUNTY adds additional facilities to be maintained hereunder, the
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COUNTY shall notify FKEC in writing as to the location, type, and kind of additional
facilities. Unless FKEC has received such notice, it shall have no obligation to maintain
such new facilities.
9. This is the entire agreement between the parties, superseding all prior oral
or written agreements or negotiations, and no alteration, modification, or amendment to this
Agreement shall be valid unless the same be reduced to writing and signed by the parties
hereto.
10. This Agreement shall be binding on the successors and assigns of the
respective parties, and shall be construed in accordance with the laws of the State of
Florida, and shall be interpreted without regard to the party or parties deemed to have
d rafted it.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
this 20tl:iay of December 1995.
FLORIDA KEYS ELECTRIC COOPERATIVE
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By: ~ ~~
B.L. Schwartz, President
Attest:
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Michael H. Puto, Secretary
COUNTY OF MONRO,...FLORIDA
BYeS' -;J~
Chairman of the ard of County Commissioners
Attest: DANNY L. KOLHAGE Clerk
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Clerk to the Board of Cou ty Commissioners
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