Okaloosa County BOCC — October 20, 2015 — Baker Water System MOU — reading text

MEMORANDUM OF UNDERSTANDING THIS MEMORANDUM OF UNDERSTANDING (“MOU”) is made this day of > 2015, by and between the Board of County Commissioners of Okaloosa County, (the “County”) and the Baker Water System, (“BWS”) for use of space on a water tank to enhance Public Safety emergency communications in portions of northern Okaloosa County. WITNESSETH WHEREAS, the BWS owns an elevated water tank located in the Baker community in the 6400 block of North Highway 189, Baker, Florida; and, WHEREAS, the County desires to mount antennae, other related emergency radio communications equipment and devices to enhance the county Public Safety emergency communications; and, WHEREAS, the County desires to use from designated space on BWS elevated water tank; and, WHEREAS, the BWS desires to allow designated space for County equipment on its elevated water tank and to ensure County equipment does not interfere with BWS daily operations and maintenance; and, WHEREAS, the BWS retains the right to contract with other parties to attach equipment on the BWS elevated water tank, so long as said equipment does not cause interference with reception of County equipment; and, NOW, THEREFORE, in consideration of these premises and the mutual covenants of the parties it is agreed as follows with regard to the water tank. Understanding; 1. Property. BWS hereby grants County the right to install, maintain, operate and remove communication equipment and appurtenances as designated on BWS elevated water tank on BWS Property, which together with easements for ingress, egress and utilities during the initial term and any renewal terms, as those terms are hereinafter defined. 2. Use. County shall be permitted to install antennae, cabling, emergency power generators and related equipment on the Property and to install or improve utilities on the Property and the Easement. County shall be solely responsible to ensure that County’s installation of the Equipment shall not significantly affect the structural integrity of the Water Tower and that no welding or screws will be attached directly to the water tower. A description of the equipment, mounting height of the antennae, and other personal property owned by County which County anticipates shall be located on a designated space on the BWS’s elevated tank located on the Property. Furthermore, the County shall be permitted, through the duration of this contract and any future amendments, to ingress and egress on BWS property for the purpose of installation, repair, and maintenance of the communications equipment. 3. Initial Term. The initial term of this MOU shall be for a period of five (5) years commencing on the day of execution of this agreement. 1 4. Renewal Terms. County shall have the right to extend this MOU for an additional four (4) 5-year Renewal Terms, 25 years total. Any renewal will be in writing and executed by the parties, 5. Consideration. The cost of allowing County to place equipment on the water tank shall be at no cost, BWS feels that it is in the public interest for the local residents and first responders. A designated space on BWS elevated water tank shall include County right to use and occupy a designated ground space surrounding the elevated water tank. 6. Utilities. County will arrange for separate metering for all required electrical or other utility connections to support their equipment. 7. Water Tank Purpose. County recognizes that the primary function of the elevated water tank is to provide water storage for BWS and its customers. County understands that BWS may find it necessary from time to time to interrupt County use of the premises for maintenance of the water tank. BWS shall be solely responsible for maintaining the structural integrity of the water tower in accordance with all applicable laws, rules and regulations. In the event it is necessary to remove County’s equipment from the Water Tower to allow tower maintenance including painting, County shall have the right but not the obligation to install a temporary structure on BWS property adjacent to the Water Tower on which to temporarily install its equipment during Tower maintenance or painting. Should County elect not to remove equipment during maintenance or painting, County shall be liable for any damage to its equipment incurred by contractors. BWS shall provide County with at least thirty (30) days prior written notice for non-emergency maintenance. 10. Termination. This MOU may be terminated with or without cause, and without further liability upon six (6) months written notice by either party. 13. Interference. County covenants that the equipment will not cause interference with the operation of any existing wireless communications equipment located on the elevated tank as of the date of this MOU. Any additional wireless communication on said site shall not interfere with County equipment or signal. If interference occurs, the new party or “the 3™ party” needs to be responsible for curing any and all interference to the operation of the County equipment. 14, Governing Law & Venue. This agreement shall be interpreted in accordance with the laws of the State of Florida without regard to its principles of conflicts of laws. Venue for any legal proceedings shall be in the state courts of Okaloosa County, Florida. 15. Indemnification. BWS and County each agree indemnification is subject and limited by the scope of section 768.28, Florida Statutes. The parties further agree nothing contained herein is intended to, nor shall be construed a waiver of the County’s rights and immunities under section 768.28, Florida Statutes, as amended from time to time. 16. Notices. All notices by or from County to BWS, or BWS to County, shall be in writing. Such notices or demands shall be mailed or emailed to the other party at the following address: BWS: Baker Water System 5783 Monroe Street Baker, FL 32531-0098 Attn: Director of Operations and Maintenance County: Okaloosa County BCC 90 E. College Boulevard Niceville, FL 32578 Attn: 911 Communications Division Chief Either party may change the notice designation, at any time, by providing the other party with written notice five (5) days in advance of the change. 17. Third Party Beneficiaries. It is specifically agreed between the parties executing this MOU that it is not intended by any of the provisions of any part of this MOU to create in the public or any member thereof, a third party beneficiary under this agreement, or to authorize anyone not a party to this MOU to maintain a suit for personal injuries or property damage pursuant to the terms or provisions of this MOU. 18. Entire Agreement. This MOU contains the entire agreement between the parties and supersedes all prior oral or written agreements. The parties acknowledge that they have not relied upon any statement, representation, prior or contemporaneous written or oral promises, agreements or warranties, except such as are expressed herein. The terms of this MOU can only be amended in writing upon mutual agreement of the parties and execution of the amendment by both parties. 19. Severability. If any term of this MOU is deemed, by the court having appropriate jurisdiction, invalid or unenforceable, the remainder of the terms of this MOU shall remain in full force and effect. This MOU shall not be more strictly construed against either party hereto by reason of the fact that one party may have drafied or prepared any or all the terms and provisions herein. IN WITNESS WHEREOF, the parties hereto have made and executed this MOU on the respective dates under each signature. BWS E&i),%m \X.(l)ang.\vo Title Feagin Hayslip, Chairman Date /0 / 9/ 7015 County Title Nathan Boyles, Chairman Date