Resolution 2019-31026 RESOLUTION NO. 2019-31026
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, ACCEPTING THE WRITTEN
RECOMMENDATION OF THE CITY MANAGER (AS SET FORTH IN THE
CITY COMMISSION MEMORANDUM ACCOMPANYING THIS
RESOLUTION) AND WAIVING, BY A 5/7TH VOTE, THE COMPETITIVE
BIDDING REQUIREMENT IN SECTION 2-367(E) OF THE CITY CODE,
FINDING SUCH WAIVER TO BE IN THE BEST INTEREST OF THE CITY,
AND APPROVING, IN SUBSTANTIAL FORM, A CONCESSION
AGREEMENT, BETWEEN THE CITY AND TESLA, INC, TO INSTALL,
OPERATE AND MAINTAIN SELF-SERVICE ELECTRIC VEHICLE
SUPERCHARGER STATIONS AT CERTAIN CITY MUNICIPAL PARKING
FACILITIES FOR A TERM OF NINE (9) YEARS; AND FURTHER, UPON
APPROVAL BY THE CITY ATTORNEY,AUTHORIZING THE MAYOR AND
CITY CLERK TO EXECUTE THE FINAL AGREEMENT.
WHEREAS, on April 19, 2017, the Sustainability and Resiliency Committee
favorably recommended the installation of Tesla electric vehicle charging stations at the
Pennsylvania Avenue parking garage or other underutilized City garages; and
WHEREAS, on April 25, 2017, The Sustainability Committee passed a motion
supporting the City's efforts to begin discussions with Tesla for the installation of electric
vehicle charging stations in City garages; and
WHEREAS, on July 26, 2017, the Mayor and City Commission referred this item to
the Finance and Citywide Projects Committee (FCWPC) for discussion; and
WHEREAS, at the September 20, 2017, the FCWPC discussed the item and
endorsed the following:
• a ten (10) year term with a termination for cause provision in lieu of
termination for convenience; and
• deployment of supercharger stations at either the North Beach Yard location
or North Beach Town Center, or both, in addition to the Pennsylvania
Avenue Garage and a location in the vicinity of South of 5th Street; and
WHEREAS, on October 18, 2017, the Mayor and City Commission adopted
Resolution No. 2017-30048, accepting the recommendation of the FCWPC and authorizing
the Administration to negotiate an agreement with Tesla Motors, Inc., and further
authorizing the Mayor and City Clerk to execute an agreement with Tesla, acceptable to
the City Manager and City Attorney; and
WHEREAS, on April 25, 2018, the Mayor and Commission referred this item to the
Planning Board for discussion and approval, since it was initially structured as an
agreement with a ten (10) year term, requiring approval by the Planning Board pursuant to
Section 1 .03(f) of the City Charter; and
WHEREAS, the parties have engaged in negotiations and have agreed to the
following essential terms:
A. A nine (9) year staggered term instead of a ten (10) year agreement for each
City Property;
B. Tesla will install all the electric vehicle charging stations (EV Stations) at its
sole cost;
C. The City will not receive a concession fee in connection with its use of City
spaces, above the parking fees which Tesla customers will pay to use the
parking space; and
D. Tesla will maintain its EV stations at its sole cost and expense; and
WHEREAS, since the proposed agreement is for a term of nine (9) years Planning Board
approval is no longer required for the proposed transaction; and
WHEREAS, the Administration recommends that the Mayor and City Commission
approve, in substantial form, the draft Concession Agreement incorporated attached as
Exhibit "A" to this Resolution, subject to review and form approval by the City Attorney.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission hereby waive the formal competitive bidding requirement, by a 5/7ths vote, as
permitted under Section 2-367(e) of the City Code, as being in the best interest of the City,
and approve, in substantial form, a Concession Agreement, between the City and Tesla
Motors, Inc., to install, operate and maintain self-service electric vehicle supercharger
stations at certain City Municipal Parking Facilities for a term of nine (9) years; and further,
subject to approval by the City Attorney, authorize the Mayor and City Clerk to execute the
final agreement. //' //
PASSED and ADOPTED this ,f day of a74x0✓ , 2019.
ATTEST: Dan Gelber, Mayor
-� ••• .`
Oi,q2. I t� _ APPROVED AS TO
Rafael E. Granado, City Clerk * ,FORM & LANGUAGE
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9 RP ORATE& & FOR E ELUTION
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T:\Agenda\2019\09 September 11\Parking\TeslaSuperchargerStationsWaiver 08 17 18 gnt.doc
Resolutions -C7 Q
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Jimmy L. Morales, City Manager
DATE: October 16, 2019
SUBJECT:A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, ACCEPTING THE WRITTEN
RECOMMENDATION OF THE CITY MANAGER (AS SET FORTH IN THE
CITY COMMISSION MEMORANDUM ACCOMPANYING THIS
RESOLUTION) AND WAIVING, BY A 517TH VOTE, THE COMPETITIVE
BIDDING REQUIREMENT IN SECTION 2-367(E) OF THE CITY CODE,
FINDING SUCH WAIVER TO BE IN THE BEST INTEREST OF THE CITY,
AND APPROVING, IN SUBSTANTIAL FORM, A CONCESSION
AGREEMENT, BETWEEN THE CITY AND TESLA, INC, TO INSTALL,
OPERATE AND MAINTAIN SELF-SERVICE ELECTRIC VEHICLE
SUPERCHARGER STATIONS AT CERTAIN CITY MUNICIPAL PARKING
FACILITIES FOR A TERM OF NINE (9) YEARS; AND FURTHER, UPON
APPROVAL BY THE CITY ATTORNEY, AUTHORIZING THE MAYOR AND
CITY CLERK TO EXECUTE THE FINAL AGREEMENT.
ANALYSIS
On April 19, 2017, the Sustainability and Resiliency Committee made a motion referring a
discussion to the City Commission, with a favorable recommendation, regarding the installation
of Tesla electric vehicle charging statiuns at the Pennsylvania Avenue parking gaudge or other
underutilized city garages.
At the Sustainability Committee on April 25, 2017, a Tesla representative provided information
on the benefits of Tesla's SuperChargers electric vehicle charging stations. The Tesla
representative briefly mentioned that the company has worked with other citics to install
SuperChargers at their cost. However, during that presentation, he did not delve into details of
the agreements Tesla currently has with other municipalities. The Sustainability Committee
passed a motion supporting the City's efforts to begin discussions with Tesla for the installation
of electric vehicle charging stations in City garages.
On July 26, 2017, the Mayor and Commission referred this item to the Finance and Citywide
Projects Committee (FCWPC) for discussion. At the September 20, 2017, the FCWPC
discussed the item and endorsed the following:
• A ten (10) year term with a termination for cause provision in lieu of termination for
convenience; and
Page 752 of 2557
• Deployment of Supercharger Stations at the Pennsylvania Avenue Garage and a location
in the vicinity of South of 5th. This is in addition to the either the North Beach Yard location
or North Beach Town Center or both.
On October 18, 2017, the Mayor and City Commission adopted Resolution No. 2017-30048,
accepting the recommendation of the FCWPC and authorizing the Administration to negotiate
an agreement with Tesla Motors, Inc., and further authorizing the Mayor and City Clerk to
execute an agreement with Tesla, acceptable to the City Manager and City Attorney.
On April 25, 2018, the Mayor and Commission referred this item to the Planning Board for
discussion and approval since it was initially structured as a concession agreement with a ten
(10) year term. The parties have engaged in negotiations and have agreed to the following
essential terms:
A. A nine (9) year staggered term instead of a ten (10) year agreement for each City
Property;
B. Tesla will install all the electric vehicle charging stations (EV Stations) at its sole cost and
expense;
C. The City will not receive a concession fee in connection with its use of City spaces, above
the parking fees which Tesla customers will pay to use the parking space; and
D. Tesla will maintain its EV stations at its sole cost and expense.
Since the proposed agreement is for a term of nine (9) years Planning Board approval is no
longer required for the proposed transaction.
CONCLUSION
The City Manager recommends that the Mayor and City Commission waive the formal
competitive bidding requirement, by a 5/7ths vote, as permitted under Section 2-367(e) of the
City Code, as being in the best interest of the City, and approve, in substantial form, a
Concession Agreement, between the City and Tesla Motors, Inc., to install, operate and
maintain self-service electric vehicle supercharger stations at certain Municipal Parking Facilities
for a term of nine (9) years; and further, upon approval by the City Attorney, authorizing the
Mayor and City Clerk to execute the final agreement
Legislative Tracking
Parking
ATTACHMENTS:
Description
o Resolution and Agreement
Page 753 of 2557
EXHIBIT A
CONCESSION AGREEMENT
BETWEEN
CITY OF MIAMI BEACH, r ' IDA
AND . ..
TESL ; .
TO INSTALL, OPERATE AND MA' ` IN S R ; F-SER ELECTRIC
VEHICLE SUPERCHARG '; STATIO TAIN CI + UNICIPAL
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Page 756 of 2557
CONCESSION AGREEMENT
BETWEEN
CITY OF MIAMI BEACH, FLORIDA
AND
TESLA, INC.
TO INSTALL, OPERATE AND MAINTAIN SELF-SERVICE ELECTRIC VEHICLE
SUPERCHARGER STATIONS AT CERTAIN CITY MUNICIPAL PARKING FACILITIES
THIS CONCESSION AGREEMENT(the"Agreement") made on , 2018
("Effective Date"), between the CITY OF MIAMI BEACH, F � 'IDA, a municipal corporation
organized and existing under the laws of the State of Florid-.. ..r-:•7 g its principal address at 1700
Convention Center Drive, Miami Beach, Florida, 33139(h- s er called the"City"), and TESLA,
INC., a Delaware corporation, authorized to do busi >`""' •rida, with offices at 3500 Deer
Creek Road, Palo Alto, California 94304 (hereinaft
WIT H
WHEREAS, On October 18, 2017, the• ,or and Ci Commis < ;: dopted Resolution
No. 2017-30048, accepting the recommendation •` # Fin -rid Citywi• '- �•.ects Committee
for Tesla to install, operate, and maitt In superchar• s ..°• at certain City';:=> icipal Parking
Facilities at the sole expense of Te + ,` .F�orizing the" anager to negotiate an agreement
with Tesla; and further authorizing th=1 -a ;:,;•d City Ci-'::;';:3 execute an agreement with Tesla,
acceptable to the City Manager and Cf °,tto d •'
WHEREAS, 0
ay. `pis d City Commission adopted
Resolution No. 20 , roving, s`k r ti �; ;+ , the following non-exclusive
Agreemeat,_.permitt. - • - • t •- ode - ,_operate, and maintain self-
service electric vehicle rchar' stations ( Stations"), for public use on certain municipal
parking spaces within Cit' i • -s; whic" - rking spaces may be jointly used for parking
by the ge. ' ; , • nd fo' ;l- arg services by Tesla vehicles (the "Program");
and `J4
-7 EAS, the"E -, ion" • iz.consist of. (a) necessary utility infrastructure, which may
include a il ;; : ransformer, -ring - i,•ment, conduit, wiring and concrete pads (collectively,
the "Infrastr ";= ,e"); and (b) :lain tree,- Tixtures as determined by Tesla, which shall include
charge posts(" y;:"; chargers i :.ower electronics equipment,switchgear and signage, and may
also include, with• itation ce or other visual barriers, a canopy, solar panels and an
energy storage syste" F+,.•Ile . : i , the"Trade Fixtures") (The Infrastructure and Trade Fixtures
shall be collectively -rein as the "EV Station"); and
WHEREAS, except for those responsibilities expressly set forth in this Agreement for,
respectively, the City Commission and/or the City Manager, the City Contract Manager for
purposes of this Agreement shall be the City of Miami Beach Parking Director; and
WHEREAS, the City and Tesla have negotiated the following Agreement, as more
particularly set forth herein; and
NOW THEREFORE, in consideration of the premises and the mutual covenants
and conditions herein contained and other good and valuable consideration, the receipt
2 •
Page 757 of 2557
and adequacy of which are hereby conclusively acknowledged, it is agreed by the parties hereto
as follows:
The above recitals are true and correct and are incorporated herein by reference as part of this
Agreement.
SECTION 1. TERM.
1.1 The Possession Date shall be defined as the first date Tesla may enter the Concession
Area(s) on a City Property (as defined in Section 2) to begin installing the EV Stations on
the City Property, as more particularly set forth on E 't A. Tesla will not be provided
with possession of the Concession Area(s) until s e as Tesla complies with the
Conditions Precedent to Possession, described i • on 3.3.
1.2 Term and Termination due to Tesla's Failure • o nitial Installation for each Cit
Property. The term (the "Term") of this Ae.„ ;-, ent shall • egered for a period of nine
(9) Contract Years for each City Prop- •mmencing on st date that the first EV
Station on a City Property is open tot -,•lic(the"Commenc- " 't Date"); however,the
Commencement Date shall be no later t • ithin one iundred ei• 180)days following
the Possession Date or three hundred si i,.e (3.' ; =ys follow' - Effective Date,
whichever occurs first (the " -nation Perio -z.. • tallation Perio• y be extended
by the City Manager, in writ' City Man sole option and discretion; provided
that Tesla requests such exte .''• citing, at • •und the time of an event of delay,
and demonstrates, to the mass . •le ion of ity Manager, that a delay in the
installation was cau ed as a res fore- . re ev- .r other requirements beyond
Tesla's control •e best e of-T
_-.- 1-3 If T- •u r — t� _ - - •; fi i• �i.s •. — .proved for a Concession
Area within a b a;;” .'ropert7zf'uring the ::'allation Period, the City Manager, in the City
Mana•er_'s sole o• a 4' ion sh- < +ave the right to terminate the City Property
,fi
or r % Area ; i :.,�.ent; ; •wing which, the City shall be discharged
•-any liabi duties . - arising out of, or by virtue of, such City
`!=:•'perty or Co , 'on nder thi eement. Upon such termination by the City,
will perfo R- Process of the EV Stations from the terminated
Co"t`_ ion Area(s) • 'ty Pro "•i % in accordance with Section 15.7 of the Agreement.
�_ at
1.4 For purp•�.: of this Ag ent, the first"Contract Year" shall be defined as commencing
on the Effe :^ rate an -reafter continuing for twelve (12)full calendar months, ending
on the last da e ;II calendar month. Thereafter, each subsequent Contract Year
shall be defined . - •rtain 365 day period commencing on the first day of the calendar
month following th- of the prior Contract Year.
SECTION 2. CONCESSION SERVICE ZONE AND CONCESSION AREA(S).
The City hereby grants to the Tesla the non-exclusive right, during the Term of this Agreement, to
operate the Program, as described herein, generally, in the following Concession Service Zone
and, specifically, upon the following Concession Areas (hereinafter such areas shall be referred
to individually as a Concession Area, or collectively as the Concession Areas):
3
Page 758 of 2557
2.1 Concession Service Zone.
The Concession Service Zone shall be defined as those certain municipal parking facilities
(individually referred to as a "City Property" or collectively as "City Properties"), where the
EV Stations may be installed, as more particularly delineated in Exhibit A incorporated
herein by reference and attached hereto. Any modification to the list of Properties
contained in the Concession Service Zone shall be subject to the prior written approval of
the City Commission, in its sole and absolute discretion.
2.2 Concession Area(s).
The Concession Areas shall be defined as the actual parking spaces where the EV
Stations will be installed, other areas on the City Prop= ?s, or other areas in City-owned
properties which are in close proximity to the City '-:' =`=` ies, as designated by the City
Manager or Contract Manager, in his or her sole •'. on,to be used on a non-exclusive
basis for the Program. Notwithstanding the fo ga City grants to-Testa-control of -
the Concession Area(s) for the construction ion, -i tenance, repair, replacement
and removal of the EV Stations at the Ci perties ide -.• in Exhibit A. As used in
the foregoing sentence, "control" oft - - cession Area - -11 mean Tesla's right to
restrict access to the Concession Are.=t=;, om time to time, for • •regoing purposes for
a period not to exceed sixty (60) days fitted Obs ruction Pe Except as related
to the removal process described in Sectio t 7, a �. ing space .-trusted for more
than the Permitted Obstructs• 'eriod during s.=: trot of the Con. ion Areas shall
be subject to the maximum . ,.- ing rate = time. Tesla shall be responsible for
payment of said accrued par. , Within thi {•: 0) days from the Effective Date of
the Agreement, the City Manag= ,: �'<_``;,: Manag-;,_;I-II approve, in writing, a site plan
containing a list of the initial �E : ssf. �.,r .s as - particularly described and
depicted in Ex I }$ ! •to An -=sf nge he Concession Areas shall
be subject t. : •no n appr• 9 re: i �'; .ger,_in the Ctty.Manager's sole ---
and absolute retion•
`_ --
SECTION 3. USES . `"'
3.1 ' ' c '►e' €=- ; a r•i
i City herei'`" r ove` type of 4,-"- tation for the operation of the Program as
and desc in `F:__�-'t B hereto. During the Term of this Agreement, any
i<
s to the des �0•lans : Stations shall be subject to the prior written approval
of the•`•;iii; anager an<' -sla str , perform any alterations, at its sole cost and expense.
Notwiths'' 4; ng the abs the City and Tesla hereby acknowledge and agree that the
City's aper•` " _:n Sects•< above, as to the Concession Areas, and the type of charging
station descn a ,n E t B is given by the City solely in its proprietary capacity, and
not in its regula �tv<; -f?,i' city. Notwithstanding such proprietary City approval, Tesla
acknowledges a ` < rees that proposed locations of a Concession Area or the
location of an EV Station (as defined in Subsection 11.1), within an approved
Concession Area, may also trigger and require review and approval by one (or
more) of the City's regulatory bodies. Accordingly, in such circumstances, Tesla
shall be required, at its sole cost and expense, to obtain any and all required final,
non-appealable development approvals and/or orders prior to implementation of
said EV Station in the approved Concession Areas.
3.2 Design, Permitting, Delivery, Acceptance and Installation of EV Stations.
3.2.1 Tesla shall provide, at its sole cost and expense, any and all design services
including, but not limited to, architectural and engineering services, as reasonably
4
Page 759 of 2557
required in connection with the permitting, approval, and installation of the EV
Stations, The Concessionaire herein warrants and represents to the City that any
architects utilized by Concessionaire shall be duly licensed and admitted to
practice architecture in the State of Florida pursuant to Chapter 461, Florida
Statutes,and additionally possess the requisite occupational licenses from the City
and the County. Any and all engineers required herein shall also be duly licensed
and certified by the State of Florida to engage in the practice of engineering in
Florida.
3,2.2 Tesla agrees to secure, at its sole cost and expense, all required approvals from
all governmental authorities having jurisdictio .er the Program, in connection
.e���-
'``'
with the permitting, installation, operation ani tenance of the EV Stations.
3.2.3 Tesla-shall install, at-Tessa's sole cost ?i; ,. se, the EV Stations. Tesla shall
perform all installations and work in `- ``. wa';t:`0 _.to minimize interference with
operation of the City Property. completio`''la :;.the installation of the EV
Stations, the City will perform -quired paintin•' ` >;;• striping of the parking
spaces located within the C,; sion Area. Tesla `'' 'F promptly repair any
damage to the City Propertie used by Tesla, its ' :. ts, contractors or
employees while performing Tesla irk at ity Prope
3.3 Conditions Precedent to Co q Work.
Tesla acknowledges and agr= -sla's wo ,-II only begin at each City Property
after: (i)the City Manager appr•: t - ' !n plan he EV Station; (ii) Tesla obtains
the required approv.Is and perm .1 the_ • ...-tion 4 V Station from the City in its
regulatory cap. -sia obta , the in-. • equ ,by this Agreement; and (iv)
the parties at. in on a Q-f4[ the installation of the EV -
Station (colt -ty "Con •'ns_Pr . s is i s shalLspecify
(and include sp.. miles -s and ti es for)the permitting phases; fabrication time;
commencement co- , ;' :,• of co ction of site work and improvements at
C. -a; c• _ • co ion of installation; and implementation and
•a . sch: I when +` ,p shall be attached and incorporated as
!bit D here`. app • the Pro " ` Schedule). The Project Schedule, or specific
•.- and/or mile -s th_ - !:, may be extended by the City Manager or Contract
Ma s _ , in writing, 'is or ole discretion, upon written request from the Tesla,
which ce shall s'. the re- •n for the request and the anticipated period of
timeregi
-
3.4 Additional Ele•+<< Ve uperchardinq Stations.
Notwithstanding ,isions to the contrary herein, and subject further to approval by
the City, which ap••- -I shall be at the City Managers sole and absolute discretion, the
City shall be solely responsible for determining the need (if at all) for installation of
additional EV Stations by Tesla on the City Property, based on usage and operational
load. In the event that the City determines, and Tesla agrees, that there is a need for the
installation of additional EV Stations on the City Property, the City, in its sole discretion,
shall determine the additional Concession Area (or Areas) for such EV Station, (and
Exhibit A hereto shall be amended accordingly to identify any such additional Concession
Area(s),
5
Page 760 of 2557
3.5 City's Request to Relocate EV Station.
At any time during the Term of this Agreement, to the extent that the City requires the
relocation of an EV Station to a different location, based upon good cause, such as a result
of a City construction project, or in connection with addressing a public health, welfare or
safety issue, as determined by the City Manager, in the City Manager's sole discretion
(collectively, "good cause"), the City shall notify Tesla in writing. In such event, the City
and Tesla shall cooperate, in good faith, to identify a suitable new location for the
Concession Area; however, should the parties not be able to reach an agreement, the
decision of the City Manager shall be deemed final. Upon a determination by the City
Manager of the new location of the Concession Area, Exhibit A shall be amended
accordingly. The removal and relocation costs of t V Station (the "Relocated EV
Station") shall be at the City's sole cost and shall . -ct to the terms and conditions
of Subsection 15.7. The installation of the Rel.• EV Station at the new approved
Concession Area shall be performed pursuant 'As of Section 3.
3.6 Price Schedules.
The EV Station rates will not exceed - es which are arily charged to Tesla
vehicle owners pursuant to Tesla's p..1 and procedures.
3.7 Ownershi• of Electric Vehicle Char•in• S
The EV Stations and all rel- • intellectual •. :-: all remain the and exclusive
property of Tesla; provides the expira +- the Term, at the City's option, as
confirmed in writing by the Cr 1 - the Infr. .. ure shall become the property of
the City and any EV Station wh ,,oved b a pursuant to Section 15.7 shall
be deemed abandoied_by Tesla rde• . . e City, in the City Manager's
sole
sole discretion, =-bility to
•
a: • - .s .i -1 -
Tesla will arra •sr and i uthorized ollect revenue generated by the EV Stations.
Other than parkin. -s o all u of the City Property, the City shall have no
or a • Te.yr,;Tesla Customers or any other third-parties
ec i• • the f the E�' �_ 4,•
•::tom:
3.9 on Limits.
Th agrees tha ;..,,.la sh. solely responsible for issues relating to session time
limits er charges ting to ►; - of the Concession Area Improvements by any party.
3.10 Utilities.
Tesla agrees aro,' `,l d pay the charges for all Tesla-related utility services provided
or used pursuan greement during the Term including, without limitation, in or on
the Concession A - and Transformer Units. Tesla shall pay directly to the utility
company the cost of the installation of any and all such Tesla-related utility services and
shall arrange to have the utility service separately metered. The City shall not be
responsible for any damages suffered by Tesla in connection with the quality, quantity or
interruption of utility service.
SECTION 4. INTEREST; SALES AND USE TAX.
4.1 Interest for Late Payment.
Although there is no consideration being paid by Tesla for the use of the Concession
Area(s), any additional amounts which Tesla is required to make to City, which is not paid
6
Page 761 of 2557
on or before the respective date provided for in this Agreement, shall be subject to interest
at the rate of eighteen percent (18%) per annum, or the maximum interest allowable
pursuant to Florida Jaw, whichever is less, from the due date of payment until such time
as payment is actually received by the City.
4.2 Sales and Use Tax.
Tesla shall be responsible for payment of any required Florida State Sales and Use Tax
due in connection with the operation of the EV Stations.
SECTION 5. (INTENTIONALLY OMITTED)
SECTION 6. (INTENTIONALLY OMITTED) ..:•'4>``
SECTION-7-INSREC710N-AND-AUDIT.
}{•rev:.:.
Tesla shall maintain its financial records pertain'..^` r., its operate.►: ; erein for a period of three
(3) years after the expiration or other termini ._ a: ` this Agreeme ' ad such records shall be
open and available to the City Manager or Ory act Manager, as de.. :•• necessary by them.
Tesla shall maintain all such records at its pnn :r:. office, cu ently lova :-t 3500 Deer Creek
Road, Palo Alto, CA 94304, or, at the City Manage •e availabl i:> esla's expense,
to a location in Miami Beach, within:..:.:;!. 10) days' n•�,v ::::: , =n or verbal)fro : : e City.
The City Manager or Contract Man II be entiti-6 t a udit Tessa's records pertaining to its
operations, as often as he deemsre . q ,o ry g-cessa "' " •hoot the Term of this Agreement,
� _,
and three (3) times within the three ye. f<< od folio .: ;`i: termination of the Agreement
(regardless of whether suc termination <: Its f• j natur=_` :•,ration of the Term or for any
other reason). The Cit 4i 4 ,,esponsib"tor pay et ,t, •sts erit ciated with such audits.
It is Tesla's intent t• i:.. inform A.:!,f comm " sugg _"the City regarding Tesla'__
performance under th`' -emen _ pon writtotice from the City Manager, Tesla shall meet
with the City Manager or :ra«= !, •er to re' Tesla's performance under the Agreement
r'
for the pr fy> '• T 1 and City may discuss quality, operational,
� � �3 ct x.. ,to . : 1
marntee ' an• ,=er is egardi •erfomiance under the Agreement"
SECTI• < TAXES, AS ME
8.1 Teslaes and sha'•"; -y befo' `"delinquency all taxes and assessments of any kind
levied o"" i:;. ssed upo jY,tihu oncession Area or the Concession Areas, and/or on Tesla by
reason of ? ` .•reeme'; •r by reason of Tessa's business and/or operations of the EV
Stations with: ::.. ory-=:a on Area(s). Tesla will have the right, at its own expense, to
contest the amoi' r . . ,dity, in whole or in part, of any tax by appropriate proceedings
diligently conducte•`<' good faith. Tesla may refrain from paying a tax to the extent it is
contesting the imposition of same in a manner that is in accordance with law. However,
if, as a result of such contest, additional delinquency charges become due, Tessa shall be
responsible for such delinquency charges, in addition to payment of the contested tax, if
so ordered.
Tesla shall also be solely responsible (at its sole cost and expense) for obtaining and
maintaining current any applicable licenses or permits, as required for the operations
contemplated in this Agreement including, without limitation, any occupational licenses
required by law for the proposed uses contemplated in Section 3 and for each Concession
Area (if required).
7
Page 762 of 2557
8.2 Procedure If Ad Valorem Taxes Assessed.
If ad valorem taxes are assessed against a Concession Area or the Concession Areas (or
any portion thereof) by reason of Tesia's business and/or operations thereon, Tesla shall
be solely responsible for prompt and timely payment of same.
8.3 Notice to Tesla.
The City will provide Tesla with notice of any tax notices which it receives which are
purported to relate to Tesla's operations.
SECTION 9. COVENANTS.
9.1 City represents that. (a) it is the owner of th= •erties and has the power and
authority enter into this Agreement on the t- • ere. it has obtained any required
consents to enter into this Agreement; , e Prope subject to no conditions,
restrictions or covenants incompatible permitted use, (d)this Agreement does
not violate any agreement, lease or o ' ommitment by whic is bound.
9.2 Tesla represents that: (a) it has the powe • nter into t p;= •reement on the
terms hereof; (b) it has obta' -r any require. ":•.. to enter into tht;'_-•reement; and
(c) this Agreement does no . - -ny agree `r ease or other commitment by which
Tesla is bound.
SECTION 10. HOURS" _ - TION ' - —
Except as permit e.- L:Gm& a, ession y ;:' "` s thereon shbTU be open every
.ay o e year, an. s'-, lee open•• the publiw'r,t. ours per day, 365 days per year.
SECTION - •VE = .. 31NC'! ` PAIR and OPERATION
The Tccepts th- •f an `•• all Con«, Areas provided in this Agreement "AS IS,"
"WHE• :- " and "WIT -I FA 'It,' " existing as of the Effective Date.
11.1 I m•r;`• ' ents.
In additi•r. the specifi, ocedures set forth in Subsection 3.2 for the design,fabrication,
constructi•`Y:1..-nd ins, tion of the EV Stations, Tesla shall also be solely
responsible '' '; •ing . and shall pay for the design, fabrication, construction, and
installation of . , I EV Stations for each Concession Area, necessary for the
operation of the Eions, including, without limitation, all site preparation work and the
improvements descri•-d on Exhibit B.
11.2 Maintenance/Repair.
11.2.1 During the Term,Tesla, its employees, agents, contractors and vendors may enter
upon a City Property at any time, subject to providing the City's Contract Manager
with twenty-four hours prior written or verbal notice, for purposes of installing,
inspecting, servicing, and maintaining the EV Stations. The Tesla, at its sole cost
and expense, shall install, inspect, service and maintain the EV Stations (as
required to operate the Program). Notwithstanding the foregoing, the City shall
8
Page 763 of 2557
maintain the parking spaces within the Concession Areas , including the repaving,
painting and striping of the parking spaces where a Concession Areas are located.
11.2.2 During the Term, Tesla shall be solely responsible for the day to day operation,
and to service, maintain, repair and replacement of the EV Stations, as
necessary. Tesla shall maintain the EV Stations, in good condition and proper
working order. Tesla shall keep the EV Stations, including all signage installed by
Tesla free of graffiti. Many small/light maintenance items may be done on-site
by Tesla and/or its approved subcontractors to eliminate or minimize
unit downtime, while moderate to heavy maintenance may require the EV Stations
to be removed from circulation and serviced at • -la's repair center.
All damage of any kind to an EV Station the sole obligation of Tesla, and
shall be repaired, restored or replace• • by Tesla, at its sole cost and
expense, to the reasonable satisfact• e anagen or Contract Manager.
All of the aforesaid repairs, restor and repl... ,_-.-nts shall be in quality and
class equal to or better than th=. . i i.r al work (or eq nt) and shall be done in
good and workmanlike mann-, shall be Tesla's so ,. ,_igation to insure that
any renovations, repairs and/or ovements made by 3e'';: to the Concession
Areas comply with all applicab • ildi •.+des and afety codes of
governmental author having juris • ;
11.2.3 Notwithstanding the f•- • q ••e City sh= -ye the right to temporarily access
and/or temporarily rest`.., - «: :: • the Ci ;` =; Sion Areas to perform routine
parking lot y
_.;�:�. .-. ,.. ,. - 7 - •uu- '< seasonable
efforts t• aI - any imp.: 'ram.
1- C-' • • • .1.k • -, -• -c -,1• •- • •- •-• - disposal
genera its op tions.
•
11.3 R- ,> tenan.
l •na ', • the est of ''-nager or Contract Manager, Tesla shall
mit a month Y :,at sb - ,•reater in =Is, i.e. quarterly or annually, as requested by
maintena =::epo '"E -sting routine maintenance performed on the Concession
Are4tprovements,'Ii. ding = epairs performed on any of the EV Stations.
11.4 No Dan• ?:.:,.s Materialsn<`4
Except for' ._.rdous { rials in compliance with applicable environmental law, Tesla
agrees not t ':_, or "` orize the storage and/or use of gasoline, fuel oils, diesel,
illuminating oils,44:!:,..L.-; ps, combustible powered electricity producing generators,
turpentine, benzene=;i:'-naphtha, propane, natural gas, or other similar substances,
combustible materials, or explosives of any kind, or any substance or thing prohibited in
the standard policies of fire insurance companies in the State of Florida, on or within any
of the Concession Areas, or on any City property and/or right of way.
Tesla shall indemnify and hold City harmless from any loss, damage, cost, or expense of
the City, including, without limitation, reasonable attorney's fees, incurred as a result of,
arising from, or connected with the placement by Tesla of any "hazardous substance" or
"petroleum products" on, under, in or upon the Concession Areas as those terms are
defined by applicable Federal and State Statute, or any environmental rules and
environmental regulations promulgated thereunder, to the extent caused by Tesla, its
agents, employees or contractors, or caused by the use and operation of the EV Station
9
Page 764 of 2557
1
The provisions of this Subsection 11.3 shall survive the termination or earlier expiration of
this Agreement.
11.5 Security.
The Tesla shall be responsible, at its sole option, to employ or provide reasonable security
measures, as it may deem necessary to protect the Concession Area and any Concession
Area Improvement thereon. Testa shall not employ any recorded video surveillance
without the prior written approval of the City Manager.
Under no circumstances shall the City be responsible for any stolen or damaged
Concession Area Improvement, nor shall the City be responsible for any stolen or
damaged personal property of Tesla's employees, co ctors, agents, patrons, guests,
invitees, and/or other third parties. f;=
.
11.6 Inspection.
The Tesla agrees that any Concession Area.,i '00•in , •ut limitation, any Concession
Area Improvement thereon)may be inspe :'><=t any time •.; . ze City Manager or Contract
Manager, or by any other municipal -' ty, State offi •r officers of any other
agency(les) having responsibility an. ,tik isdiction for inspect.VT-...:,•f such operations.
11.7 Signage.
Tesla shall provide, at its sots.3•st and expe gns utilized for rogram. Upon
installation of the EV Station;;fix ;hail have t to install signage in the Concession
Area or Areas and on the Cit " :,,Concession Area Improvement as
an "EV Supercharging Station;''`"` 5 y'. .�nage to'�; i; ubstantially in the form attached
hereto as Exhibit B. Notwithsta ` < qEx'" ::._ all - and postings by Tesla shall
be subject to t pproval, ,;.the C •er, ; e City Manager's sole and
absolute dis , as ,•e, d d3 me, and shall be in accordance
with all app6• Munict• ounty d Fede - °-ws and regulations. Tesla shall
pay all costs expe s associ with the approvals, creation, installation,
maintenance an• •v •nage.
a ;_1;_- thestation E rked with Tesla's or a designated contact
y's informs• • co • ts, not i - {'•n and service issues.
Ci --ll be respon to pr• ( - at its sole cost and expense, and as (or if) it deems
neves •,%, in its sole -1 . reaso stile judgment and discretion, any traffic, regulatory or
publics.' �. igns, whe ._ related directly or indirectly to the Program,
SECTION 12. INSU E.
12.1 Tesla shall not •- ence any work and/or services under this Agreement until all
insurance required under this Section has been obtained and such insurance has been
approved by the City's Risk Manager. The maintenance of proper insurance coverage is
a material element of the Agreement. Tesla shall carry and maintain the following
insurance coverages during the Term of this Agreement:
12.1.1 Worker's Compensation Insurance for all employees of the vendor as
required by Florida Statute 440, and Employer Liability Insurance with a
limit of no less than $1,000,000 per accident for bodily injury or disease.
10
Page 765 of 2557
k
12.1.2 Commercial General Liability Insurance on an occurrence basis, including
products and completed operations, property damage, bodily injury and
personal & advertising injury with limits no less than $1,000,000 per
occurrence, and $2,000,000 general aggregate.
12.1.3 Automobile Liability Insurance covering any automobile, if vendor has no
owned automobiles, then coverage for hired and non-owned automobiles,
with limit no less than $1,000,000 combined per accident for bodily injury
and property damage.
12.1.4 Installation Floater Insurance against dam...,-. or destruction of the
materials or equipment in transit to, or stor. or off the Project Site,
which is to be used (installed into a buil•� , - structure) in the Project.
(City of Miami Beach shall Named as x • ee on this policy, as its
interest may appear. This policy sh-t ain •- ,ce until acceptance of
the project by the City.) w:e
12.1.5 Excess Liability Insurance i _` . amount no less th'---,A'3,000,000 per
occurrence. The excess cove:i;:- must be as brow. ::7 he primary
General Liability coverage.
•
12.2 Additional Insured - City i Beach .e included by endorsement as an ,
additional insured with respect to all S - 1'S-.,T• icies (ext.-•rofessional Liability and Workers'
Compensation) arising out of work or • .-ati• i-'!„.; orme• Behalf of the contractor including
materials,parts, or egth• ent furnish ' in • .•.n wi h_ work 01 operations and
automobiles owned, le .,!.-.4:17"::;%• or bore,LL -• in %- . an arsement to the contractor's
insurance. y
12.3 Notice of Ca ',`.,.tion ` ach insu - policy required above shall provide that !
coverage shall not be 4i1--.le. - with - to the City of Miami Beach do EXIGIS
Insuran - Se
12.4 ' • Aver of Su i • •:,-tion ,.-..... endor a• - to obtain any endorsement that may be
necess- • affect the wa.,-,-• if su• +<;-tion on the coverages required. However, this provision
applies re. -ss of wheth. -' e Cit '�}i£ received a waiver of subrogation endorsement from
the insurer. E -:_=1
_ 114
12.5 Acceptabi f lnsur Insurance must be placed with insurers with a current A.M.
Best rating of A:VI1 o er of rated, exceptions may be made for members of the Florida
Insurance Funds (i.e. AJUA). Carriers may also be considered if they are licensed
and authorized to do insur business in the State of Florida.
12.6 Verification of Coverage —Contractor shall furnish the City with original certificates and
amendatory endorsements, or copies of the applicable insurance language, effecting coverage
required by this contract. All certificates and endorsements are to be received and approved by
the City before work commences. However, failure to obtain the required documents prior to the
work beginning shall not waive the Contractor's obligation to provide them. The City reserves the ,
right to require complete, certified copies of all required insurance policies, including
endorsements, required by these specifications, at any time.
11
Page 766 of 2557 i
CERTIFICATE HOLDER MUST READ:
CITY OF MIAMI BEACH
c/o EXIGIS Insurance Compliance Services
P.O. Box 4668-- ECM #35050
New York, NY 10163-4668
Kindly submit all certificates of insurance, endorsements, exemption letters to our servicing agent,
EXIGIS, at:
Certificates-miamibeach(criskworks.cora
12.7 Special Risks or Circumstances - The City •< ''; i Beach reserves the right to
modify these requirements, including limits, based on t'_-' , ure of the risk, prior experience,
insurer, coverage., or other special circumstances.
12.8 Compliance with the foregoing requir- •!s shall not e the vendor of his liability
and obligation under this section or under any section of this
12-9 Termination u•on Destruction of Conce• .: Areas . Any destr • of the EV Stations
or Concession Area shall, at City's or Tesla's S elegy .. within thi '0) days of such
destruction, terminate this Agreem ;a� In the even =r 77 ial damage o ..truction of the
Concession Areas that does not r=� >'i ::;},the terrain= : of this Agreement, then Tesla shall
repair, restore, rebuild, or replace the ;: • s, and a •ceeds from the insurance required
to be maintained by Tesla shall be m. ave •-..to Tesl. =;a onnection with such repair and
restoration. Any repair and restoration t. = ma''' sla uri:'= -•.hall commence only after the
Cityrestores the Con = i as to the'=
dition t « • it ex :t • prior to the Effective Date,
ordinary wear and t ep
b
SECTION 13. INDE i, . .
13.1 In ••�x f4�, s' ,+ of a `;� i"' ific -ideration of Ten ($10.00) Dollars and other
• i an• E°': •le c•q!.weration it c- pt and sufficiency of which are hereby
nowledged, .: xce• } _: the exte any third party claim arising from the gross
`:`':^:;,•encs or inte -I mi 't;�1r`duct of the City, Tesla shall indemnify, hold harmless and
...�if�
de ' he City, its F:als, • -t+ors, members, employees, contractors, agents, and
serva` ° ;,.ora and a•> .t any .;:,'"d ail actions (whether at law or inequity), claims,
liabilities, f'`:r ,es, and e4•' ses, including, but not limited to, attorneys'fees and costs, for
personal, or •` l'y injury, wrongful death, loss of or damage to property, which
may arise or •< `;,;eg ,v"have arisen from third party claims related to: (1) wholly or in
part from the n- <.>; s, errors, omissions or other misconduct of Tesla, its officers,
director, members,' ''- loyees, agents, contractors, subcontractors in connection with this
Agreement; (2) Tesla's breach of the terms of this Agreement or its representations and
warranties herein; (3) the operation of the Program; or(4) the use of the EV Stations. To
that extent, Tesla shall pay all such claims and losses and shall pay all such costs and
judgments which may issue from any lawsuit arising from such claims and losses, and
shall pay all costs and attorneys' fees expended by the City in the defense of such claims
and losses, including appeals.
12
Page 767 of 2557
SECTION 14. FORCE MAJEURE.
14.1 Neither party shall be obligated to perform hereunder and neither party shall be deemed
to be in default if performance is prevented by:
a. Any act or chain of related acts resulting in destruction, vandalism or theft of the EV
Stations or Concession Areas;
b. Earthquake; hurricane; flood; act of God; direct act of terrorism; or civil commotion
occurring which prevents either party from performing or that renders the EV Stations
at the Concession Areas unusable; and
c. Any law, ordinance, rule, regulation or order of any public or military authority
stemming from the existence of economic or ener.. „,_.ntrols, hostilities, or war which
prevents either party from performing or whi«eG< ; ”ders the EV Stations or the
Concession Areas unusable.
14.2 Labor Dispute. •
In the event of a labor dispute which res a strike, p -or boycott affecting the EV
Stations or the Concession Areas, nes party shall be • '`:; d to be in default or to
have breached any part of this Agree + >>,
14.3 Waiver of Loss from Hazards.
Each party hereby express) _- :fives all clai -r t e other party i` •ss or damage
sustained by such party rem om any F. , -. ajeure contemplated in Subsection
14.1 and Labor Dispute in ' :'t. <i e 14.2 a•• .nd each party hereby expressly
waives all rights, claims, and •. -n. r ; • nst the • party and forever releases and
discharges the othe 'arty,from . ema ms, a.; and causes of action arising____from any of the
a .causes.
SECTION 15. DEI` AND T :. INATI• "1-
i
Subsections 15.1 throug` «•: s - itute e r: s of default under this Agreement. An event
of defaul r all a erc fly and all remedies described as City's
remedi= ^•er 4_'0 -erne ,eluding.`7 =� 'ited to those set forth in Subsection 15.5,
provid a at the City 4 esl- owledge agree that an event of default at one City
Propert of impact a Y t4:Ie Ci •perties listed on Exhibit A. For the avoidance of doubt,
nothing he .hall be inter. -• as - s-default clause.
15.1 Bankru•
If either th= • or Te -,hail be adjudged bankrupt or insolvent, or if any receiver or
trustee of all • • p.. • the business property of either party shall be appointed, or if
any receiver of - '` •art of the business property shall be appointed and shall not be
discharged within (60) days after appointment, or if either party shall make an
assignment of its property for the benefit of creditors, or shall file a voluntary petition in
bankruptcy, or insolvency, or shall apply for reorganization or arrangement with its
creditors under the bankruptcy or insolvency laws now in force or hereinafter enacted,
Federal, State, or otherwise, or if such petitions shall be filed against either party and shall
not be dismissed within sixty (60) days after such filing, then the other party may
immediately, or at any time thereafter, and without further demand or notice,terminate this
Agreement without being prejudiced as to any remedies which may be available to it for
breach of contract.
13
Page 768 of 2557
15.2 Monetary Default.
If any sums and accumulated penalties are not received within ten (10) days after the
payment due date, and such failure continues five (5) days after written notice thereof,
then the City may, without further demand or notice, terminate this Agreement without
being prejudiced as to any remedies which may be available to it for breach of contract;
and may begin procedures to collect the Performance Bond required in Section 16 herein.
15.3 Non-Monetary Default.
In the event that Tesla or the City fails to reasonably perform or observe the non-monetary
covenants, terms or provisions under this Agreement, and such failure continues thirty
(30)days after written notice thereof from the other pa • '4-reto, such non-defaulting party
may immediately or at any time thereafter, and witho er demand or notice,terminate
this Agreement without being prejudiced as to a :-dies which may be available to it
for breach of contract. In the event that a def.., easonably susceptible to being
cured within such period, the defaulting pa , not •nsidered in default if it shall,
within such period, commence with due • ce and di _ to cure such default and
thereafter completes with dispatch an. `' •iligence the cu s•f such default, but in no
event shall such extended cure peri.. 'teed ninety (90) da :.•m the date of written
notice thereof. In the event Tesla cure- default ?ursuant to " ,. subsection, it shall
promptly provide the City Manager with w noti _ -ame.
15.4 City's Remedies for Tesla's
If any of the events of default, h in this • :'.•n, shall occur, the City may, after
expiration of the notice and '''; p- _ as pro above, at its sole option and
discretion, institute chprocee• • as i ion a 11 cessary to cure such defaults_
and to compen Jr damag -sulti ch • • Its, including but not limited
to the right • ' _o - a noti = `:St. ; Agreement. If such notice is _
given, the.. L• .$A. ► i - ar mate.Li.k 411" date specified in such notice _--.--
from City to Te' hich s be no les-- i:..n sixty (60)days from the date of such notice,
and on the date si: ;.,-ci - shall quit and surrender the Concession Area(s)
to ' to S ction 15.7. Upon the termination of this
= y en , ( is a ' terest a - i ` nd to the Concession Area(s) and to this
I eement, an•` . pa i.- eof, sha " ':se and terminate and City may, in addition to
- .ether rights a - edi ay have, retain all sums paid to it by Tesla under this
Ag -nt including, not h`'i. to, the Performance Bond in Section 16 herein.
In additi. : the rights - orth above, the City shall have the rights to pursue any and all
of the folio
a. the right ►=+__',_ n '. +r other similar relief available to it under Florida law against
Tesla; and/o`=
b. the right to m. ..in any and all actions at law or suits in equity or other proper
proceedings to obtain damages resulting from Tesla's default.
15.5 (INTENTIONALLY OMITTED)
15.6 If an event of default by the City shall occur, Tesla may, after expiration of the cure periods,
as provided above, terminate this Agreement upon written notice to the City. Said
termination shall become effective upon receipt of a written notice of termination by the
City, but in no event shall Tesla specify a termination date that is less than sixty (60) days
from the date of the written termination notice. On the date specified in the notice, Tesla
14
Page 769 of 2557
{
shall quit and surrender the Concession Area(s) to City pursuant to the provisions of
Subsection 15.7.
15.7 Surrender of Concession Areas/ Removal by Tesla of Concession Area Improvements.
Upon expiration, or earlier termination of this Agreement, Testa shall surrender the
Concession Areas and restore the Concession Areas to the same condition as the
Concession Areas were prior to the Effective Date, subject to exceptions for reasonable
wear and tear and damage by casualty or condemnation. The City shall grant Tesla the
right, upon the expiration or earlier termination of this Agreement, to enter upon the City
Property locations, pursuant to an agreed upon schedule("Removal Schedule"), executed
by the parties, for the removal of the EV Stations, Infr ructure, Trade Fixtures and all
related intellectual property installed on the City Pro•. ` '1; ".rovided that the Infrastructure,
or a portion thereof, at the City's option, as confit e 'writing by the City Manager, may
become property of the City (collectively, "T,< _. '' �.•erty"}. Tesla shall, at its sole
expense and at no charge to the City, remov,„ -. Te roperty from the Concession
Areas,: (1) no later than sixty(60) days a : -::- conclusio he Term, (or from the date
of other termination of this Agreement..;_-y V the scheduled,''.: .oval date as set forth in
the Removal Schedule for each City `f....._ rty location, whiche later, unless a longer
time period is agreed to, in writing, r; e City M- ager (co ' `«, ely, the "Removal
Period").Tesla shall coordinate the re mo } _, the a -ssion Are ••••1;' :••provernents with
the City and shall also, in c..,.: nction with j=>-;; ,, '-. al, at its sole •.-' and expense,
restore the City Property t:';:;;;.;;;<;•ina! (or be , i::1�''ondition prior to the Effective Date
of this Agreement, includin• �' �_ �,. any da' ;:;. caused from such removal (the
removal of the Concession Are = :; P :' - is and `..:•ration of the Concession Areas
shall be collectivel eferred to h- . as ``"` -: oval -ss"). Tesla shall perform the
removal proce way as`'1 inim -ren u i#h the operation of the City
Propert I n '' ' "
,_' : e removal process, no parking
_ ..._.._._ ; '• - � a shall r:
space shall • ,structe• ;;:;more th '`' (60) day 'ny parking space obstructed for
more than thi "_ days ;;:II be sub=` ,<.o the maximum dailyparkingrate at the time.
Y 1- .�.. •
Tesla shall be res ibl ent os< :• accrued parking fees.
0.11' .ir, 0 ob or pe `} covenant shall survive the expiration or other
'nation of• .;; �,gre t. Contin 'occupancy of any Concession Areas after
•
ation of the men' ; )r ess otherwise agreed to pursuant to the signed Removal
Sc ; ,e) shall con co '
�..e tre by the Teals, and may be prosecuted as such. In
additi r .,,a Tesla sh=1f>;.ay to t``"z`City une Thousand ($1,000.00) Dollars per day per
Conces rea as lig . ted damages for such trespass and holding over.
15.8 Substitute Pe an
In the event that•" ;='€a> : fails to properly perform the removal of Tesla's Property during
the Removal Perio `-h: restoration of the Concession Areas in accordance with the terms
of the Agreement, then the City shall have the right to undertake and/or purchase, as the
City Manager deems appropriate, any such supplies, materials, services, etc., covered
herein and to charge Tesla for all actual costs thereby incurred by the City in connection
with performing the removal process on behalf of Tesla. Tesla shall be responsible for
paying all of said costs.
SECTION 16. SURETY BOND OR ALTERNATE SECURITY.
Testa shall obtain and, within thirty (30) days from Effective Date, furnish to the City Manager or
Contract Manager a one-year surety bond in the amount stated below of which Tesla shall bind
15
Page 770 of 2557
itself for the faithful performance of the obligations provided in Section 15.7. The surety bond shall
be in the amount of Thirty Thousand ($30,000.00) Dollars. The form of the surety bond shall be
reasonably approved by the City's Chief Financial Officer. The surety bond shall automatically
renew annually and Tesla shall be so required to maintain said surety bond in full force and effect
throughout the Term of this Agreement or until such time that Testa has fulfilled its obligations
hereunder. Tesla shall promptly notify the City Manager or Contract Manager, in writing, in the
event said surety bond expires. All interest that accrues in connection with any financial
instrument or sum of money referenced above shall be the property of Testa, except in an event
of default, in which case the City shall be entitled to ail interest that accrues after the date of
default.
Notwithstanding the foregoing, in the event that the Progra e_` '-; 'sanded, through the addition of
EV Stations or City Properties, the City may require that Dunt of the Performance Bond be
increased to an amount which the City Manager, in the •,i ;...er's sole discretion, determines
is sufficient to ensure the faithful performance of th- t: an• . .-ditions of this Agreement.
SECTION 17. ASSIGNMENT.
Tesla shall not mortgage, pledge, hypothecate •therwise t ansfer or . !. i. all or any portion
of its costs or obligations under this Agreemen out 'rior written' ;'sent of the City
Manager, in the City Manager's s%_� _discretion. . notify the Cit -nager of any
ro osed assignment, in writing, a :' '=` (60) d or to the proposed effective date of i
p p g g. Yp po
such assignment. In the event that ' - ssignme pproved by the City Commission,
the assignee shall agree to be bound i -II :_:. enants • ', 's Agreement required of Tesla. I
Notwithstanding the fore•o' •, Tesla m.• .:ans ; I ,_ 'gree ;a:e to a Permitted Tesla Affiliate
without the City's cons-I,, - - mitted - a Aff ',- -anso:,,,-ntity which is controlled by
Tesla, Inc, where i- hat mo •-, •;
i
18.2 Tesla and the City agree that any trade secret information or other information or J
documentation required to be kept confidential by federal, state or local laws that is pro
provided to one party ("Receiving Party") by the other party ("Disclosing Party") in
connection with this Agreement ("Confidential Information") is to be kept confidential by
the Receiving Party and the parties agree not to disclose such Confidential Information
during the Term and for a period of three(3)years thereafter. Any Confidential Information
provided to a Receiving Party shall be conspicuously marked as "Confidential
information". Notwithstanding the foregoing, this Agreement and any of its terms shall not
be considered Confidential Information.
18.3 Notwithstanding the foregoing,the parties may disclos-.;, +nfidential Information(i)to their
respective affiliates, subcontractors, lenders, em► Y`�-s, financial, legal and space
planning consultants, in each case that have -ed to know" such Confidential
Information and have committed to treat the in -s confidential, provided that the
authorized recipients similarly agree to • • th •nfidential Information from
unauthorized disclosure and (ii) as requir- . law, inclu "" he Florida Public Records
Law, If the City receives a Public Rec• -equest for Cone •tial Information, the City
will notify Tesla prior to the release of onfidential Informati• allow Tesla thirty (30)
days in which to see a protective orde "-" .other appropriate re If Tesla does not
obtain a protective order or such other re wit '.::. ::d thirty (30 L.period, the City
shall be permitted to disclos .;:,_e Confidenti- . '.. -: :--"on without incu , any liability.
SECTION 19. NO ADVERTISING/P *•s-:,...110 AL AS NCE.
19.1 No Advertising.
Tesla underst- City of i Be-oft . latio -°' trictly prohibit Tesla from
advertisirt. •, . . - C. - ••) •i 4*b. . '•1 , and ex• - -• -- a•
to conduct a •vertisi iereunde 's expres k:' approved in writing by the City
Manager, in th- • •i:. Mana.G_:i''s sole an, +solute discretion. i
• -4 I
19.2 Pr•• z sista
g3., i y ari ,�: a ag • make i' efforts to promote the use of EV Stations
WiT in the City•a' l.,?.ami . h under+ terms of this Agreement. Any placement of
- isement or d'q .: orm ',,.•motion of the Program, including City Property locations
wh . :.-::,.e the subjec '; .he P • , shall be subject to the prior written approval of the
City . ;,•er and Tea Tesla `---1 provide the City with their approved promotional
material"-:-,•;.43.0 the Ci pon the approval of the City Manager, will be permitted to
disseminatey ,,•twithst.+; ng the foregoing, the City shall be permitted to list the location
of the Tesla :" , do its public media forums, including, without limitation, the City
web page, mag- s.><;Y: ;::, station.
SECTION 20. (INTENTIONALLY OMITTED)
SECTION 21. NOTICES.
Any notice required to be given or otherwise given pursuant to this Contract shall be in writing
and shall be hand delivered, mailed by certified mail, return receipt requested or sent recognized
overnight courier service as follows:
If to TESLA: Tesla Motors, Inc.
3500 Deer Creek Road
17
Page 772 of 2557
i
i
i
Alto, California 94304
Attn:
If to the CITY: City of Miami Beach Parking Department
Go Parking Director
1755 Meridian Avenue, Suite 200
Miami Beach, Florida 33139
With copy to City of Miami Beach
1700 Convention; s. ter Drive
Miami Beach, ;y 139
Attention: C'..: ;Rager
Notwithstanding the foregoing, the City express! '' orize~ ':e-sla to notice its designated
Contract Manager, City of Miami Beach Parking 10. '- `•r, with a ': _ address of 1755 Meridian
Avenue, Suite 200, Miami Beach, Florida 33137.;:;; ;= einafter"Mans•=:;;:,;with regard to all matters
pertinent to this Agreement, except with resp • any alleged defaul''-,t!::. ich will require notice
to the parties set forth in section 15.
SECTION 22. LAWS. '`" >'s
22.1 Compliance. : : :
Tesla shall comply with all a='f :ca y, Cou '•'` f ,, tate, and Federal ordinances,
statutes, rules and e•ulations, i 'ni' ding g ': �R a limit : .all applicable environmental
City, County, S ; ederal o antes rul d regulations.
22.2 Gov"Is 1• 4_{ ,
Governing La '. ": 's Agre:,-lent shall • governed by and construed in accordance with
the laws of the St: " ;: F • •: civil `11•n arising in any way from this Agreement or
th- •f the • A• ent shall be brought only in a court of
+;. en • =:i-tion -d in Mi ` ounty, Florida.
22.3 '~'; �_ Employmen '_•`..•ortu
Ne Tesla nor an i'. late o : -la performing services hereunder, or pursuant hereto,
will di • inate agai :ny em• ee or applicant for employment because of race,
creed, s . 'lor, natio •rigin, sexual orientation, and disability (as defined in Title I of
ADA). Tes =y r;,. take a ative steps to utilize minorities and females in the work force
and in correla us' enterprises.
22.4 No Discrimination.
Tesla agrees that there shall be no discrimination as to as to race, color, national origin,
religion, sex, intersexuality, sexual orientation, gender identity, marital and familial status,
or age, or handicap, in the operations referred to in this Agreement; and, further,
there shall be no discrimination regarding any use, service, maintenance, or operation
within the Concession Areas.All operations and services offered in the Concession Areas
shall be made available to the public, subject to the right of the Tesla and the City to
establish and enforce reasonable rules and regulations to provide for the safety, orderly
operation, and security of the Concession Areas and EV Stations and Infrastructure
thereon.
18
Page 773 of 2557
Tesla, by executing this Agreement, certifies that it will comply fully with Chapter 62, of the
Miami Beach City Code entitled "Human Relations", as may be amended from time to time,
prohibiting discrimination in employment, housing, public accommodations, and public services
on account of actual or perceived race, color, national origin, religion, sex, intersexuality, gender
identity, sexual orientation, marital and familial status, age, disability, ancestry, height, weight,
domestic partner status, labor organization membership, familial
SECTION 23. MISCELLANEOUS.
23.1 No Partnership,
Nothing contained in this Agreement shall constitute be construed to be or create a
partnership or joint venture between the City and T-.W:--`, -
23.2 Modifications.
This Agreement cannot be changed or modi e. . cep .,, +..reement in writing executed
by all parties hereto. Tesla acknowledge,;;,;; no modifi :+ ' to this Agreement may be
agreed to by the City unless approved -:',. i - Mayor and Ci'-Ai. ,.mmission except where
such authority has been expressly '"':ed herein to the r' ; anager or Contract
Manager. _ `'
- I
23.3 Complete Agreement, .;t- f
This Agreement, together . .--41--t.' exhibits porated hereto, constitutes all the
understandings and Agreem >= atsoeve - re or kind existing between the
parties with respect to Tesla's •,;" ati. conte ,.....;,-d herein.
{
23.4 Headings °„ ;.
The sectihn . •" •:Y-paragr- .•.-.- ,;�,•ft« , e_d_hereiriar�for_csznvenience_of
- - -. •. ''f•• - - .. .a -..-. . .. ••J; /•.- .- ••- • intent of any �.
provision of thi .;_:; -- - �,
Bi
23.5 '% 11.7. l Y . _
' gree r...--- all :-.1-ding u.,,,.,,.11. I re to the benefit of the parties hereto and
` r respective sso '' sed permi signs.
23.6 Cla' '-- .
The i 117 - :ty or invalid :..:,f any t= or any clause of this Agreement shall not affect the
validity .' remainde,.. the Agreement, and the Agreement shall remain in full force
and effect h uch ill- .r invalid term or clause were not contained herein unless the
elimination o pr., n detrimentally reduces the consideration that either party is to
receive under .,rt. •-ement or materially affects the continuing operation of
this Agreement. `"_:A
23.7 Severability.
If any provision of this Agreement or any portion of such provision or the application
thereof to any person or circumstance shall be held to be invalid or unenforceable, or shall
become a violation of any local, State, or Federal laws, then the same as so applied shall
no longer be a part of this Agreement but the remainder of the Agreement,such provisions
and the application thereof to other persons or circumstances, shall not be
affected thereby and this Agreement as so modified shall.
1
19
Page 774 of 2557
I
i
23.8 Right of Entry.
The City, at the direction of the City Manager, shall at all times during hours of operation,
have the right to enter into and upon any and all parts of the Concession Area(s) for the
purposes of examining the same for any reason relating to the obligations of parties to this
Agreement.
23.9 Not a Lease,
It is expressly understood and agreed that no part, parcel, building, facility, equipment or
space is leased to the Tesla, that it is a Tesla and not a lessee; that the Tesla's right to
operate the concession shall continue only so long as this Agreement remains in effect.
23.10 Procedure for Approvals and/or Consents.
in each instance in which the approval or co tx .1 the City Manager or Contract
Manager is allowed or required in this Agree '_ ` . knowledged that such authority
has been expressly provided herein to th- an or Contract Manager by the
Mayor and City Commission of the City. I .r instance i - :ch the approval or consent
of the City Manager or Contract Mana• .flowed or requ ; ;+'n this Agreement, Tesla
shall send to the City Manager a wri ti.` equest for approval' ; 'nsent (the "Approval
Request").
The City Manager or Co ,.; Manager reasonable s to provide
written notice to Teslaappro _� •nsent to, • .-pproving of the request, within thirty
(30) days from the date of Ap .;, r " .°;--.uest (or such other time period as may be
expressly set forth for a partic p >s .qr cons- der this Agreement). However,
the City Manager o Contract con-: such request within this time
provided shall " ' JI T -` assume that the request
..,,. erred a- , Iver
is automatic 4:;'j.ro` d cons- ager or Contract Manager shall
not unreaso :;,withho + ch appr• - s consen is subsection shall not apply to
approvals requ 4§ herein he Mayo •_<s City Commission.
r ,
23.11 N
N.
ant ad agre-• +, .+d' -tween the parties hereto that the failure of
City to insis f , the perform i<•-' of any of the conditions, covenants, terms or
• ',-ions of this erre ': ;;� to exercise any option herein conferred, will not be
co ;?';:, ed or cons as -::::;:,Iver or relinquishment for the future of any such
condi covenants, r- s, p sions or options but the same shall continue and
remain 'i" .<<-:,:;force and _ct. A waiver of any term expressed herein shall not be implied
by any the Ci declare a forfeiture on account of the violation of such term if
such violation '' on 'cyl '': or repeated subsequently and any express waiver shall not
affect any term - ? # the one specified in such waiver and that one only for the time
and in the manner' '' ifically stated.
The receipt of any sum paid by Tesla to the City after breach of any condition, covenant,
term or provision herein contained shall not be deemed a waiver of such breach, but shall
be taken, considered and construed as payment for use and occupation, and not as rent,
unless such breach be expressly waived in writing by the City.
23.12 No Third Party Beneficiary,
Nothing in this Agreement shall confer upon any person or entity, including, but not limited
to subcontractors, other than the parties hereto and their respective successors and
permitted assigns, any rights or remedies by reason of this Agreement.
20
Page 775 of 2557
23.13 No Lien.
In the event any notice or claim of lien shall be asserted against the interest of the City on
account of or arising from any work done by or for Tesla, or any person claiming by,
through or under Tesla, or for improvements or work, the cost of which is the responsibility
of Testa, Testa agrees to have such notice or claim of lien cancelled and discharged within
thirty (30) days after written notice to Tesla by City. In the event Tesla fails to do so, City
may terminate this Agreement for cause without liability to City.
SECTION 24. LIMITATION OF LIABILITY.
The City desires to enter into this Agreement placing A� z aeration and management of
the Concession Area(s) in the hands of a private manag=�. j entity only if so doing the City can
place a limit on its liability for any cause of action for b;"; is Agreement, so that its liability i
for any such breach never exceeds the sum of 0 - dreg`^ i';Ausand ($100,000.00) Dollars.
Tesla hereby expresses its willingness to entee 'x- this Agree One Hundred Thousand
action for bre-4•f f contract. Accordingly,
($100,000.00) Dollars limitation on recovery � £ .;;� � g y,
and in consideration of the separate consid:; ; °•n of One Hundre• .;•usand ($100,000.00)
Dollars, the receipt of which is hereby ackno •ed, the C'ty shall n• liable to Tesla for
damages to Tesla in an amount in excess of On='"'tr dre• -4 sand ($1 i,r`s; .i.00) Dollars, for
any action for breach of contract ing out of :; • `` ance or on-p ; . ance of any
obligations imposed upon the Cityt '., Agreemen ing contained in this paragraph or
elsewhere in this Agreement is in an ded to b _4;:aiver of limitation placed upon the
City's liability as set forth in Florida Sta.::
SECTION 25. VENUE . •
This Agreement sh-A deeme have b- =.e and s ' be construed and interpreted in
accordance with the la • the S;; of Flori. . is Agreement shall be enforceable in Miami-
Dade Count Florida, - '. 'f _ --'on is -ssary by either party with respect to the
enforcem f;;-, d all ' ition-- -rein, exclusive venue for the enforcement
of sam: ie i :-Da• s:... nty, F •
CITY A ESLA HER•' ' KN• `;• GLY AND INTENTIONALLY WAIVE THE RIGHT TO
TRIAL B !'Y IN ANY A. 4N O'' a-OCEEDING THAT CITY AND TESLA MAY HEREIN
AFTER INS _E AGAINST' . �H e- ER WITH RESPECT TO ANY MATTER ARISING
OUT OF OR R' �;"' D TO T • GREEMENT OR THE CONCESSION AREA(S).
SECTION 26. CON- O.:'_. EREST.
Testa agrees to adhere t• -,' • be governed by the Miami-Dade County Ethics and Conflict of
Interest laws, as same may be amended from time to time, and by the City of Miami Beach Charter
and Code, as same may be amended from time to time, in connection with the performance of
the Services.
Tesla covenants that it presently has no interest and shall not acquire any interest, direct or
indirectly, which would conflict in any manner or degree with the performance of the work and
services contemplated in this Agreement. The Tesla further covenants that in the performance
of this Agreement, no person having any such interest shall knowingly be employed by the Tesla.
21
Page 776 of 2557
SECTION 27. FLORIDA PUBLIC RECORDS LAW.
(A) Tesla shall comply with Florida Public Records law under Chapter 119, Florida Statutes,
as may be amended from time to time.
(B) The term "public records" shall have the meaning set forth in Section 119.011(12), which
means all documents, papers, letters, maps, books, tapes, photographs, films, sound
recordings, data processing software, or other material, regardless of the physical form,
characteristics, or means of transmission, made or received pursuant to law or ordinance
or in connection with the transaction of official business of the City.
(C) Pursuant to Section 119.0701 of the Florida Stat �._ 7, Tesla meets the definition of
"Contractor" as defined in Section 119.0701(1)(a shall:
(1) Keep and maintain public records requ ! ff , City to perform the service;
(2) Upon request from the City's costo• =fit`pub ",. . ords, provide the City with a
copy of the requested records or e records ,- inspected or copied within
•
a reasonable time at a cost that • of exceed the w <:•rovided in Chapter 119,
Florida Statutes or as otherwi r •vided by law;
(3) Ensure that public records that = empt or •nfidential xempt from public
records disclosure requirements a-;: •t disc.. .,:d, except thorized by law,
for the duration of th� •ntract term g completion Agreement if
the Tesla does not t • e records `r` City;
(4) Upon completion of t ent, tran ., at no cost to the City, all public
records in possession ••e •r keep - aintain public records required
by the City t•_ •erform th. rvice.= `__ a trap' all public records to the City
upon c• = s •f the Ag = ent sh. i; estroy any duplicate public
- • • i• • • • -.: • at from public record. isclosure
-. •: ' • - _ -i• i. • . ' cords upon completion of the
Agree ;_ Tesla :II meet -' pplicable requirements for retaining public
records. -co -d ele 'cally must be provided to the City, upon
from r ;-n o ; '•.alio records, in a format that is compatible
wi orm. a echno r-r;:-te of the City.
(D) R ST FOR RE* •DS; • OMPLIANCE.
(1) request to t,:•ect • : -ay public records relating to the City's contract for
ices must -:,made -ctly to the City. If the City does not possess the
r 1 ted recon' he City shall immediately notify Tesla of the request, and Tesla
mu •vide th. ords to the City or allow the records to be inspected or copied
within -so time.
(2) Tesla's comply with the City's request for records shall constitute a
breach of t'-. ' greement, and the City, at its sole discretion, may: (1) unilaterally
terminate the Agreement; (2) avail itself of the remedies set forth under the
Agreement; and/or(3) avail itself of any available remedies at law or in equity.
(3) A contractor who fails to provide the public records to the City within a reasonable
time may be subject to penalties under s. 119.10.
(E) CIVIL ACTION.
(1) If a civil action is filed against a contractor to compel production of public records
relating to the City's contract for services, the court shall assess and award against
the contractor the reasonable costs of enforcement, including reasonable attorney
fees, if:
22
Page 777 of 2557
a. The court determines that the contractor unlawfully refused to comply with
the public records request within a reasonable time; and
b. At least 8 business days before filing the action, the plaintiff provided written
notice of the public records request, including a statement that the contractor
has not complied with the request, to the City and to the contractor.
(2) A notice complies with subparagraph (1)(b) if it is sent to the City's custodian of
public records and to the contractor at the contractor's address listed on its contract
with the City or to the contractor's registered agent. Such notices must be sent by
common carrier delivery service or by registered, Global Express Guaranteed, or
certified mail, with postage or shipping paid by the sender and with evidence of
delivery, which may be in an electronic format. -,
(3) A contractor who complies with a public re ,w ._:;. : e days
quest within 8 business
after the notice is sent is not liable for the r: :•!: able costs of enforcement.
•
(F) IF TESLA HAS QUESTIONS RE .:;. �'> u IN ;:,. E APPLICATION OF
CHAPTER 119, FLORIDA S , . r'd TES, T >;::: SLA'S DUTY TO
PROVIDE PUBLIC RECOR' LATING TO ' S AGREEMENT,
CONTACT THE CUSTODIAN st- - 'UBLI RECO` '= AT:
CITY OF MIAMI BEA
ATTENTION: RAFAE _ NAD•, iITY CLERK
1700 CONVENTION C ;: VE `.
MIAMI BEACw..,:.:,.. ORID
E-MAIL .. ' NA 4 '>` t ; t'a C L.GOV
HONE.
IN WITNESS W y3 OF ies he-W;:, have caused their names to be signed and
their seal , K ;; •, all ear . above written, indicating their Agreement.
Attesf;: ": C MIAMI BEACH, FLORIDA
Rafael E. Granado"t+;, Clerk :4 Dan Gelber, Mayor
Date:
Attest: TESLA, INC.
Print Name and Title Print Name and Title
Date:
23
Page 778 of 2557
1
Exhibit A
Concession Service Zones (City Properties), Concession Areas and Possession Dates
1. PENNSYLVANIA AVENUE GARAGE
a. Concession Service Zone: The Program shall be located on the City Property
commonly known as the Pennsylvania Avenue Garage, located at 1661 Pennsylvania
Avenue, Miami Beach, FL 33139, as depicted below on Paragraph 1d of this Exhibit
A.
b. Concession Area: ( ) parking spaces shal outfitted with Superchargers to
serve as charging stalls for use by the public to •. - Tesla electric vehicles and for
general parking ("Enabled Stalls").
c. Possession Date: The Possession D-t: = de'�.. • in Subsection 1.1 shall be
, 20_
d. Concession Area Depiction:
[TESLA TO INSERT DEPIC OF ONCES _ • REA] '
2. r-
i
a. Concession Service Zon=": , h- ,!,;- am sh. : located on the City Property
commonly kno as :._, -ted a , as depicted
below on S= I::.. ..,
•. •n -if!- , shall ou t ( ) pa -'g spaces with Superchargers to
serve as ch-',,,! .1. stall- .r use by t ublic to charge Tesla electric vehicles and for !
general parki n. .s.; ,-. • ..IIs"). _.
••sse I ate.4-' - Poss- i- as defined in Subsection 1.1 shall be
T
d. ::•cession Are picti
-
ESLA T'';_1 SERT DEPICTION OF THE CONCESSION AREA]
s_
3.
a. Concession ,,..ce Zone: The Program shall be located on the City Property
commonly known as , located at , as depicted
below on Section 1d
b. Concession Area: Tesla shall outfit ( ) parking spaces with Superchargers to
serve as charging stalls for use by the public to charge Tesla electric vehicles and for
general parking ("Enabled Stalls").
c. Possession Date: The Possession Date, as defined in Subsection 1.1 shall be
, 20
24
Page 779 of 2557
d. Concession Area Depiction:
[TESLA TO INSERT DEPICTION OF THE CONCESSION AREA]
xr 11
C
� _ Z
•
9p
25
Page 780 of 2557
,
Exhibit B
EV STATION
Teslas all insto| ƒe Supercharger Station on the Concession Area pursuant to the terms of this
Agreement and the design plans apprvd by the City, as more specifically described in Section
3.
The "EV Station" shall con+# of: (a) necesal utility infrastructure, which may incIde a utility
transformer, metering equipment, condu¢ wiring and concrete pd (collectively, the
"Infrastructure"); and (b) certain trade fixtures as determined by Tesla, which shall include
charge posts("Supercharers), power electronics eguipmen it hear and signage, and may
also, nd�e without limitation, Stn e or dh othervisual b rr 2 canopy, solar panels an an
energy storage system (collectively the Trade Fixtures \dnmkm#urean Trade 54urs
shall collectively be referred to herein as the "EV Stat ' >
/ ..
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\ ,
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§ � -,i,....:::::....
+.
1111
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---- —------ �� � . |
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26
Page 781 of 2557
Exhibit C
FORM OF PERFORMANCE BOND
BY THIS BOND, We , as Principal,
hereinafter called Contractor , and , as Surety, are bound
to the City of Miami Beach, Florida, as Obligee, hereinafter called City, in the amount of
Dollars ($ ) for the payment whereof Contractor
and Surety bind themselves, their heirs, executors, administrators, successors and assigns,jointly
and severally.
WHEREAS, Contractor has by written agreement en.. :.:.d into a Contract, Bid/Contract
No.: , awarded the day of , 20 , with City
which Contract Documents are by reference incorporat: _ ein and made a part hereof, and
specifically include provision for liquidated damages, damages identified, and for the
purposes of this Bond are hereafter referred to as tie .ntra
THE CONDITION OF THIS BOND is that if C. or:
4;
1. Performs the Contract between 1.,71, actor and City construction of
F . , the Co being made a
part of this Bond by referen -t the times a-.' 77117, 11_ anner prescrib ;'', the Contract;
and
2. Pays City all losses, liquidate. a•.. ; •enses,-�':-:_:ts and attorney's fees including
appellate proceedi •s that City .tains = esult • ? .ault by Contractor under the
Contract; and ' `"
•
3. Perla • ��� l ;woman. ials furni • under the Contract for the time
specified in the ract;t THIS BO ` IS VOID, OTHERWISE IT REMAINS IN FULL
FORCE AND EF-
-ver ► tor •-, and -• • City to be, in default under the Contract,
having pe • Ci " igations -+ -under, the Surety may promptly remedy the
It, or shall pr• y: -
3.1 P
T om iete the .:-'ect m ordance with the terms and conditions of the Contract
uments; o
3.2. Obt- id s for completing the Project in accordance with the terms and
conditi• - Contract Documents, and upon determination by Surety of the
lowest re sible Bidder, or, if City elects, upon determination by City and
Surety jointly of the lowest responsible Bidder, arrange for a contract between
such Bidder and City, and make available as work progresses (even though
there should be a default or a succession of defaults under the Contract or
Contracts of completion arranged under this paragraph) sufficient funds to pay
the cost of completion less the balance of the Contract Price; but not exceeding,
including other costs and damages for which the Surety may be liable hereunder,
the amount set forth in the first paragraph hereof. The term "balance of the
Contract Price," as used in this paragraph, shall mean the total amount payable
by City to Contractor under the Contract and any amendments thereto, less the
amount properly paid by City to Contractor.
27
Page 782 of 2557
No right of action shall accrue on this bond to or for the use of any person or corporation
other than City named herein.
The Surety hereby waives notice of and agrees that any changes in or under the Contract
Documents and compliance or noncompliance with any formalities connected with the
Contract or the changes does not affect Surety's obligation under this Bond.
Signed and sealed this day of , 20 _
WITNESSES: _
I (Name of Corporation)
Secretary
': =,'•nature)
(CORPORATE SEAL)
(P.'nt Name . � title)
IN THE PRESENCE OF: " -:<`' IN-4'',!„...,‘NCE COMPANY:
4 �¢ . im
wand Attorney-in-Fact:+£i� : ,� ;
<: <:; 4 Address: i
(Street)
1 4 •
. �y .j qs (City/State/Zip Code)
ice:.
•
<T44444.4f,
»:_ Telephone No.:
4::`f :iih4:
28
Page 783 of 2557