Resolution 2023-32724RESOLUTION NO. 2023-32724
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING THE CONCESSION AGREEMENT
WITH BLINK NETWORK, LLC, PURSUANT TO REQUEST FOR
QUALIFICATIONS (RFQ) NO. 2023-043-WG FOR ELECTRIC VEHICLE
CHARGING STATIONS; AND AUTHORIZING THE CITY MANAGER AND CITY
CLERK TO EXECUTE THE CONCESSION AGREEMENT.
WHEREAS, on February 22, 2023, the Mayor and City Commission approved the
issuance of a RFQ for Electric Vehicle Charging Stations; and
firms:
WHEREAS, on February 23, 2023, RFQ 2023-043-WG was issued; and
WHEREAS, on April 18, 2023, the City received proposals from the following thirteen (13)
• Blink Network LLC
• Coral Charge, Inc.
• EvGateway, Inc.
• Jolt Charge, Inc.
• Livingston Energy Group, LLC
• SmartCityCapital, LLC
• Noresco, LLC
• OBE Power Networks 1 LLC
• IKE Smart City, LLC
• R&D Electric, Inc.
• Red E Charging LLC
• Smart Energy Systems, Inc.
• Universal EV LLC; and
WHEREAS, on June 215t and 2211, 2023, the Evaluation Committee comprised of Juanita
Ballesteros, Manager, Environment & Sustainability Department; Monica Beltran, Director,
Parking Department; Rodney Knowles, Assistant Director, Public Works Department; Rogelio
Madan, Development and Resiliency Officer, Planning Department, convened to consider
proposals; and
WHEREAS, the Committee was provided an overview of the project, information relative
to the City's Cone of Silence Ordinance, the Government Sunshine Law, general information on
the scope of services and a copy of each proposal; and
WHEREAS, the Committee was instructed to score and rank each proposal pursuant to
the evaluation criteria established in the RFQ; and
WHEREAS, the evaluation process resulted in the proposers being ranked by the
Evaluation Committee in the following order:
1s, ranked — Blink Network LLC
2�1 ranked — OBE Power Networks 1 LLC
31d ranked — SmartCityCapital, LLC
41h ranked — Jolt Charge, Inc.
5th (tied) ranked — Universal EV LLC
51h (tied) ranked — EvGateway, Inc.
71^ ranked - Noresco, LLC
81h (tied) ranked - Coral Charge Inc
81h (tied) ranked - Livingston Energy Group, LLC
101h ranked - Smart Energy Systems, Inc.
1111 ranked - R&D Electric, Inc.
12th ranked - Red E Charging LLC
13th ranked - IKE Smart City, LLC
WHEREAS, on July 26, 2023, via Resolution No. 2023-32675, the Mayor and City
Commission authorized the Administration to enter into negotiations with Blink Network, LLC, the
first -ranked proposer, and, if unsuccessful, to negotiate with OBE Power Networks 1 LLC, the
second -ranked proposer, and, if unsuccessful, to negotiate with SmartCity Capital, LLC, the third -
ranked proposer; and
WHEREAS, the Administration has successfully negotiated a Concession Agreement
with Blink Network, LLC, a copy of which is attached to the City Commission memorandum
accompanying this Resolution.
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 approve the Concession Agreement with Blink Network, LLC, pursuant to Request
for Qualifications (RFQ) No. 2023-043-WG for Electric Vehicle Charging Stations; and authorize
the City Manager and City Clerk to execute the Concession Agreement.
PASSED AND ADOPTED this
ATTEST:
/—N SEP 2 0 2023
RAFAEL E. GRANADO, CITY CLERK
13 day of Sl �/n16�r 2023.
\Phil,®...
INCoRP 0RATE D
20 _
DAN GELBER, MAYOR
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
City Attorney Date
• ll •�: • •�• 1N
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Alina T. Hudak, City Manager
DATE: September 13, 2023
SUBJECT:A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, APPROVING THE AGREEMENT WITH
BLINK NETWORK, LLC, PURSUANT TO REQUEST FOR
QUALIFICATIONS (RFQ) NO. 2023-043-WG FOR ELECTRIC VEHICLE
CHARGING STATIONS; AND AUTHORIZING THE CITY MANAGER AND
CITY CLERK TO EXECUTE THE AGREEMENT.
It is recommended that the Mayor and City Commission approve the agreement with Blink
Network, LLC, pursuant to Request for Qualifications (RFQ) 2023-043-WG for electric vehicle
charging stations. The Resolution also authorizes the City Manager and City Clerk to execute
the agreement.
On February 22, 2023, the Mayor and City Commission approved the issuance of RFQ 2023-
043-WG Electric Vehicle Charging Stations. The RFQ was issued on February 23, 2023, and
proposals were received on April 18, 2023.
On June 21-22, 2023, the Evaluation Committee appointed by the City Manager evaluated the
proposals received in response to the RFQ and ranked proposals in the following order:
1st ranked — Blink Network LLC
2nd ranked — OBE Power Networks 1 LLC
3rd ranked — SmartCityCapital, LLC
4th ranked —Jolt Charge, Inc.
5th (tied) ranked — Universal EV LLC
5th (tied) ranked — EvGateway, Inc.
7th ranked - Noresco, LLC
8th (tied) ranked - Coral Charge Inc
8th (tied) ranked - Livingston Energy Group, LLC
10th ranked - Smart Energy Systems, Inc.
11 th ranked - R&D Electric, Inc.
12th ranked - Red E Charging LLC
13th ranked - I KE Smart City, LLC
Page 55 of 2938
On July 26, 2023, via Resolution No. 2023-32675, the Mayor and City Commission authorized
the Administration to enter into negotiations with Blink Network, LLC, the first -ranked proposer,
and, if unsuccessful, to negotiate with OBE Power Networks 1 LLC, the second -ranked
proposer, and, if unsuccessful, to negotiate with SmartCity Capital, LLC, the third -ranked
proposer.
ANALYSIS
As directed by the City Commission, staff negotiated a concession agreement with Blink
Network, LLC. The negotiated Agreement is attached hereto as Attachment A. The most
significant terms are highlighted below.
Units Types. Blink has proposed its Series 7 and Series 8 electric vehicle (EV) charging
stations. These are both multi -vehicle, Energy Star certified, and Americans with Disabilities Act
(ADA)compliant charging stations. The products offer a modem and stylish appearance, the
versatility of multiple charging current options, the ability to be installed in wall -mounted and
pedestal -mounted configurations, and a peer -to -peer communications architecture that provides
the ability to support a single primary charging station and multiple secondary charging stations.
The Blink Series 7 charging stations are intended for charging the City's fleet. These units are
fast Level 2 (6.4kW to 19.2kW) alternate current (AC) chargers that allow two (2) vehicles to
charge simultaneously on the Universal J1772 plugs. The Blink Series 8 charging stations are
80-amp Level 2 AC (9.9kW to 19.2kW) chargers and are designed for commercial applications
where drivers are likely to pay with a credit card or a digital wallet.
The following is the existing list of locations ("Properties") where electric vehicle charging
stations are currently available. Any additions to the list of Properties shall be subject to the
prior written approval of the City Commission, in its sole and absolute discretion. While existing
charging station types are the current generation model (IQ200), future additional charging
station installations or replacements at the Properties will incorporate the new Series 7 or Series
8 unit types depending on the location and intended use.
Properties with Chargers
Existing
Quantity
1900 Bay Road
2
13thStreet Garage
2
42ndStreet Garage
2
4166 Royal Palm Ave
2
12thStreet & Drexel Avenue
Garage
2
City Hall Garage
2
17thStreet GaTge
2
Convention Center Loading
Dock
2
Convention Center Parking
Deck 4t' Floor
14
Convention Center Parking
Deck 5th Floor
14
Collins Park Garage
5
Page 56 of 2938
Municipal Parking Lot P100t I 1
'Currently in the permitting process.
Term. The initial term of this Agreement shall be for a period of seven (7) years. At the City
Manager's sole and absolute discretion and provided further that the concessionaire is not in
default under this Agreement, the City may extend the term of this Agreement for one (1)
additional two-year period. The concessionaire shall maintain, for the entirety of any renewal
period, the same revenue share, terms, and conditions included within the originally awarded
contract. Continuation of the contract beyond the initial period and any renewal option
subsequently exercised is not a right of the Concessionaire.
Additional Electric Vehicle Charging Stations. Subject to further approval by the City, which
approval shall be at the City Manager's sole and absolute discretion, the City shall be solely
responsible for determining the need (if at all) for the installation of additional EV stations by
Concessionaire at the Properties, based on usage and operational load. In the event that the
City determines, and the Concessionaire agrees, that there is a need for the installation of
additional EV Stations at the Properties, the City, in its sole discretion, shall determine the
additional Concession Area(s) for such EV Station.
Termination for Convenience. Sixty (60) Day Termination for Convenience. The City may
terminate the Agreement for convenience, without cause and without liability to the City, at any
time during the Term, upon sixty (60) days written notice to Concessionaire. Upon receipt of the
City's notice, the Concessionaire shall promptly commence the removal of any and all
Concession Area Improvements.
Electric Car Charging Fees to users:
Blink Members $0.029/kWh
Blink Nonmembers (others) $0.39/kWh
City of Miami Beach Fleet Vehicle $0.25/kWh
City of Miami Beach Employee $0.25/kWh
Charger Occupancy Fees: After completion of the electric charging session, a charger
occupancy fee will be assessed to the user until the connector is removed/unplugged as
follows:
0- 30 min $0.00
Over 30 min $0.05/min
SUPPORTING SURVEY DATA
According to the 2022 Community Satisfaction Survey, 59.4 percent of residents responding to
the survey are informed about local climate change issues. Promotion of EV chargers in Miami
Beach will assist in addressing environmental concerns related to climate change.
FINANCIAL INFORMATION
For the initial seven (7) year term of the Agreement, Concessionaire shall remit to the City ten
percent (10%) of the annual gross revenue generated by the Program, which shall include, but
may not be limited to, all revenue generated pursuant to the privileges of this Agreement,
including, without limitation, electric car charging sales and charger occupancy fees less: (1) the
amounts of any applicable Federal, State, or City tax collected by the Concessionaire from
Page 57 of 2938
customers and required by law to be remitted to the taxing or other governmental authority; (2)
eight percent (8%) of sales revenue for transaction fees; and (3) $18.00 per month per EV
Station as a monthly network fee plus applicable taxes (the "Revenue Payment").
Amounts)/Account(s):
The revenue account number is -
480-8000-344914-00-318-347-00-00-00-
The year-to-date revenue for FY 2023 is $8,041.00
The Administration recommends that the Mayor and City Commission approve the agreement
with Blink Network, LLC, pursuant to Request for Qualifications (RFQ) No. 2023-043-WG, for
electric vehicle charging stations. The Resolution also authorizes the City Manager and City
Clerk to execute the agreement with Blink Network, LLC.
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Parking/Procurement
ATTACHMENTS:
Description
o Attachment A
Page 58 of 2938
Contract No. 23-043-01
CONCESSION AGREEMENT
BETWEEN CITY OF MIAMI BEACH, FLORIDA
AND
BLINK NETWORK, LLC
m-
FOR THE INSTALLATION, OPERATION, MAINTENANCE AND
MANAGEMENT OF ELECTRIC VEHICLE CHARGING STATIONS FOR
THE CITY'S PARKING FACILITIES, PARKING GARAGES AND
SURFACE LOTS, PURSUANT TO CITY OF MIAMI BEACH
PURSUANT TO
REQUEST FOR QUALIFICATIONS 2023-043-WG
i
Contract No. 23-043-01
INDEX
SECTION TITLE PAGE
SECTION1. TERM................................................................................................................................... 5
SECTION 2. CONCESSION SERVICE ZONE AND CONCESSION AREA(S).............................. 5
2.1 Concession Service Zone........................................................................................................ 6
2.2 Concession Area(s)...................................................................................................................
6
SECTION3. USE(S).................................................................................................................................
6
3.1 Electric Vehicle Charging Services.........................................................................................
6
3.2 Design, Permitting, Delivery, Acceptance and Installation of EV Stations .......................
6
3.4 Additional Electric Vehicle Charging Stations.......................................................................
7
3.5 Relocation and Removal of Electric Vehicle Charging Stations.......... ...............................
8
3.6 Construction Insurance.........................................................................................................
9
3.7 Price Schedules.......................................................................................................................
10
3.8 Ownership of Electric Vehicle Charging Stations. The EV Stations shall be the sole
and exclusive property of Concessionaire during the Term of this Agreement .........................
10
SECTION 4. CONCESSION FEES......................................................................................................
10
4.1 Revenue Payment...................................................................................................................
10
4.2 Reports......................................................................................................................................11
4.3 Collection of Revenue.............................................................................................................
it
4.4 Electricity Charges...................................................................................................................
11
4.5 Payment Remittance. All payments due to the City hereunder shall be sent to the
followingaddress: ........ I .......................................................................................................................
11
4.6 Interest for Late Payment.......................................................................................................
11
4.7 Sales and Use Tax..................................................................................................................
12
SECTION 6. MAINTENANCE AND EXAMINATION OF RECORDS .............................................
12
6.1 Reports of Gross Receipts and Maintenance.....................................................................
12
SECTION 7. INSPECTION AND AUDIT.............................................................................................
12
SECTION 8. TAXES, ASSESSMENTS...............................................................................................
13
SECTION 9. EMPLOYEES AND INDEPENDENT CONTRACTORS ............................................
13
SECTION 10. HOURS OF OPERATION.............................................................................................
14
SECTION 11. IMPROVEMENTS MAINTENANCE REPAIR and OPERATION ..........................
14
SECTION 12. INSURANCE...................................................................................................................
17
Pj
Contract No. 23-043-01
SECTION 13. INDEMNITY ............................... _..... ---- . --- -- . _ 1q
SECTION 14. FORCE MAJEURE.......................................................................................................
20
SECTION 15. DEFAULT AND TERMINATION.................................................................................
20
SECTION 16. PERFORMANCE BOND OR ALTERNATE SECURITY .........................................
23
SECTION17. ASSIGNMENT................................................................................................................
23
SECTION 18. SPONSORSHIPS..........................................................................................................
23
SECTION 19. NO ADVERTISING/PROMOTIONAL ASSISTANCE .............................................
23
SECTION 20. NO IMPROPER USE....................................................................................................24
SECTION22. LAWS............................................................................................................................... 25
SECTION23. MISCELLANEOUS....................................................................................................... 25
SECTION 24. LIMITATION OF LIABILITY........................................................................................ 28
SECTION25. VENUE............................................................................................................................. 28
SECTION 26. CONFLICT OF INTEREST.......................................................................................... 28
SECTION 27. FLORIDA PUBLIC RECORDS LAW........................................................................ 28
ProposalDocuments............................................................................................................................30
Exhibit A Concession Service Zone................................................................................................ 31
`Currently in the permitting process at the time of contract execution ............................................ 31
ExhibitB................................................................................................................................................... 32
Electric Vehicle Charging Station..................................................................................................... 32
ExhibitD................................................................................................................................................... 37
PriceSchedule....................................................................................................................................... 37
ExhibitE................................................................................................................................................... 38
Signage.................................................................................................................................................... 38
3
Contract No. 23-043-01
CONCESSION AGREEMENT
BETWEEN
CITY OF MIAMI BEACH, FLORIDA
AND
BLINK NETWORK, LLC
FOR THE INSTALLATION, OPERATION, MAINTENANCE AND MANAGEMENT OF
ELECTRIC VEHICLE CHARGING STATIONS FOR THE CITY'S PARKING FACILITIES,
PARKING GARAGES AND SURFACE LOTS, PURSUANT TO CITY OF MIAMI BEACH
REQUEST FOR QUALIFICATIONS NO. 2023-043-WG
THIS CONCESSION AGREEMENT (the 'Agreement") made on , 2023
("Effective Date"), between the CITY OF MIAMI BEACH, a municipal corporation of the State of
Florida, having its principal address at 1700 Convention Center Drive, Miami Beach, Florida,
33139 (hereinafter called the 'City"), and BLINK NETWORK, LLC, an Arizona limited liability
corporation, authorized to do business in Florida, whose principal office is located at 605 Lincoln
Road, 5`' Floor, Miami Beach, Florida, 33139 (hereinafter the "Concessionaire").
WITNESSETH
WHEREAS, Proposal Documents shall mean City of Miami Beach Request for
Qualifications No. 2023-043-WG for Electric Vehicle Charging Stations for the City's Parking
Facilities, Parking Garages and Surface Lots, together with all amendments thereto, issued by
the City in contemplation of this Agreement (the "RFQ"), and the Concessionaire's proposal in
response thereto (the "Proposal"), all of which are hereby adopted by reference and incorporated
herein as if fully set forth in this Agreement. Accordingly, Concessionaire agrees to abide by and
be bound by any and all of the Proposal Documents; provided, however, that in the event of an
express conflict between the Proposal Documents and this Agreement, the following order of
precedent shall prevail: (i) this Agreement; (ii) the RFQ; and (iii) the Proposal; and further provided
that in any case, the precedence will be given to that term/provision which allows the City to
enforce this Agreement in the strictest possible terms, and/or in accordance with the term(s) most
favorable for the City, and
WHEREAS, the RFQ was issued on February 22, 2023; and
WHEREAS, On July 26, 2023, the Mayor and City Commission adopted Resolution No.
2023-32675 accepting the recommendation of the City Manager pertaining to the proposals
received in response to the RFQ, authorizing the Administration to enter into negotiations with
Concessionaire, and further authorizing the City Manager and City Clerk to execute a non-
exclusive agreement upon conclusion of successful negotiations by the Administration; and
WHEREAS, pursuant to the RFQ, Concessionaire desires to be engaged by the City, on
a non-exclusive basis, for the Term of this Agreement to supply, install, operate, maintain and
manage new self-service AC Level 2 and/or DC Fast Charge electric vehicle charging stations
(the "EV Station(s)"), including any additional ancillary property and improvements necessary for
4
Contract No. 23-043-01
the installation and safe operation of the EV Stations (the EV Station and any ancillary property
and improvements in each Concession Area shall be collectively referred to herein as the
"Concession Area Improvements") for public use in certain municipal parking facilities, including
but not limited to parking garages and surface lots; and
WHEREAS, accordingly, the City and Concessionaire have negotiated the following non-
exclusive Agreement for the installation, operation, maintenance and management of a
concession for self-service EV Stations for public use in certain municipal parking facilities
pursuant to the "Minimum Requirements & Specifications" section set forth in the RFQ (the
"Program").
NOW THEREFORE, in consideration of the premises and the mutual covenants
and conditions herein contained and other good and valuable consideration, the receipt
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 initial term of this Agreement shall be for a period of seven (7) Years.
1.2 At the City Manager's sole and absolute discretion and provided further that the
Concessionaire is not in default under this Agreement, the City may extend the term of
this Agreement, for one (1) additional two-year period at the City's sole discretion.
Concessionaire shall maintain, for the entirety of any renewal period, the same revenue
share, terms, and conditions included within the originally awarded contract. Continuation
of the contract beyond the initial period, and any option subsequently exercised, is a City
prerogative, and not a right of the Concessionaire.
As a condition to such renewal, the City may require a Concessionaire to upgrade or
replace the EV Stations, if the City Manager deems it necessary. Concessionaire shall
deliver to the City, no later than ninety (90) days prior to the expiration of the initial term:
(i) a schedule of any EV Station which was replaced during the initial term; and (ii) an
itemized list of proposed replacement of EV Stations. The schedule and list shall be
delivered to, reviewed, and approved by the City Manager prior to, and as a condition of,
the City's consideration and approval of the renewal term.
1.3 For purposes of this Agreement, the first "Contract Year" shall be defined as commencing
on the Effective Date and thereafter continuing for twelve (12) full calendar months, ending
on the last day of the 121' full calendar month. Thereafter, each subsequent Contract Year
shall be defined as that certain 365-day period commencing on the first day of the calendar
month following the end of the prior Contract Year.
SECTION 2. CONCESSION SERVICE ZONE AND CONCESSION AREA(S).
The City hereby grants to the Concessionaire 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):
Contract No. 23-043-01
2.1 Concession Service Zone.
The Concession Service Zone shall be defined as those certain municipal parking
facilities, including, but not limited to, parking garages and surface lots (individually
referred to as a "City Property" or collectively as "City Properties"), 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 Manager, in the City Manager's sole and
absolute discretion.
2.2 Concession Area(s).
The Concession Areas shall be defined as the actual parking spaces contained in the City
Properties, as designated by the City Manager or Contract Manager, in his or her sole
discretion, to be used exclusively for the Program. The City Manager or Contract Manager
shall approve, in writing, a site plan containing a list of the initial Concession Areas. Any
change in the location of the Concession Areas shall be subject to the prior written
approval of the City Manager, in the City Manager's sole and absolute discretion.
SECTION 3. USE(S).
3.1 Electric Vehicle Charging Services.
The City herein approves the type of EV Station for the operation of the Program as set forth in
Exhibit B hereto. Notwithstanding the above, the City and Concessionaire hereby acknowledge
and agree that the City's approval in Section 2 above, as to the Concession Areas, and the type
of charging station described in Exhibit B is given by the City solely in its proprietary capacity,
and not in its regulatory capacity. Notwithstanding such proprietary City approval, Concessionaire
acknowledges and agrees that proposed locations of a Concession Area or the location of an EV
Station within an agreed upon Concession Area may also trigger and require review and approval
by one (or more) of the City's regulatory bodies. Accordingly, in such circumstances,
Concessionaire shall be required, at its sole cost and expense, to obtain any and all required final,
non -appealable development approvals and/or orders for such stations, 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 Concessionaire shall provide, at its sole cost and expense, any and all design
services including, but not limited to, architectural and engineering services, as
reasonably required in connection with the permitting, approval, and installation of
the new EV Stations.
3.2.2 Concessionaire agrees to secure, at its sole cost and expense, all required
approvals from all governmental authorities having jurisdiction over the Program,
in connection with the permitting, installation and operation of the EV Stations.
3.2.3 The City shall be responsible for the installation of circuit breakers, wires and
conduits in connection with bringing electricity to the Concession Area ("Electrical
System Installation"), including application for permits relating to the Electrical
System Installation. Upon completion of the Electrical System Installation by the
City, Concessionaire shall install, at Concessionaire's sole cost and expense, the
Concession Area Improvements (including any site work relating thereto) in the
Concession Zone(s) set forth in Exhibit A hereto. Concessionaire shall reimburse
the City for all permitting costs associated with the Electrical System Installation
(although performed by the City) and pay for all permitting costs and any other
work related to, and necessary for, the installation of the Concession Area
Contract No. 23-043-01
Improvements. Concessionaire shall perform all installations and work in such a
way as to minimize interference with operation of the City Property. Upon
completion of the installation of the Concession Area Improvements, the City will
perform any required painting and striping of the parking spaces located within the
Concession Area.
3.2.4 Prior to the installation of the initial new EV Stations (and thereafter during the
introduction of any new EV Station), Concessionaire shall provide the Contract
Manager with a demonstration of the EV Station. The purpose of this
demonstration is to observe the EV Station in an operational environment and to
verify its capability, suitability and adaptability in conjunction with performance
requirements stipulated in the RFQ and as set forth herein. The initial EV Station
used for the demonstration shall be the same manufacturer's model identified in
the Proposal, subject to periodic upgrades, as more particularly described in
Subsection 3.2.5. Accordingly, the initial EV Station (or any upgraded EV Station,
as the case may be) used in the demonstration shall create an expressed warranty
that the EV Station to be provided during the Term shall conform to the EV Station
used in the demonstration. The acceptance of the EV Station shall be at the City
Manager's sole and absolute discretion.
3.2.5 Electric Vehicle Charging Station Upgrade.
During the initial term of this Agreement, Concessionaire, at its sole cost and
expense, may upgrade any of the Concession Area Improvements, including the
EV Station. Any Concessionaire requested upgrade shall be subject to the written
approval of the City Manager, which approval shall not be unreasonably withheld.
Additionally, the City Manager, in the City Manager's sole discretion may require
Concessionaire, at its sole cost and expense, to upgrade the Concession Area
Improvements, including each EV Station, with the most updated technology for
electric vehicle charging services as of the time of the upgrade, similar in scope to
the services being provided by Concessionaire under this Agreement. Upon
receipt by Concessionaire of a City requested upgrade, the City and
Concessionaire shall meet to discuss the requested upgrades, however, if the
parties cannot reach an agreement, the decision of the City Manager shall be
deemed final.
Concessionaire shall not be required to upgrade the Concession Area
Improvements, including each EV Station, more than once during the initial term.
Notwithstanding the foregoing, if the EV Station is deemed non -compliant during
the Term by the City Manager, in the City Manager's sole discretion, upon written
notice of said determination by the City Manager, Concessionaire shall remove the
non -compliant EV Station from the Concession Area at Concessionaire's sole cost
and expense.
3.4 Additional Electric Vehicle Charging Stations.
Notwithstanding any provisions to the contrary herein, and subject further to approval by
the City, which approval shall be at the City Manager's sole and absolute discretion, the
City shall be solely responsible for determining the need (if at all) for installation of
additional EV Stations by Concessionaire on the City Property, based on usage and
operational load. In the event that the City determines, and Concessionaire agrees, that
Contract No. 23-043-01
there is a need for 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)).
Concessionaire and City shall mutually agree upon a detailed written schedule for the
fabrication, construction, permitting, and installation of the Concession Area
Improvements. At a minimum, the schedule shall specify (and include specific milestones
and timelines for) the permitting phases, fabrication time; commencement and completion
of construction of site work and improvements at Concession Area; commencement and
completion of installation; and implementation and set-up date. The Project Schedule, or
specific dates and/or milestones therein, may be extended by the City Manager or
Contract Manager, in writing, in his or her sole discretion, upon written request from the
Concessionaire, which notice shall state the reason for the request and the anticipated
period of time requested.
3.5 Relocation and Removal of Electric Vehicle Charging Stations.
3.5.1 Underutilized EV Station.
At any time during the Term of this Agreement and following a written request by
Concessionaire, the City Manager, in his or her sole discretion, may determine that
an EV Station is being under-utilized. In such event, the City and Concessionaire
shall cooperate, in good faith, to identify a suitable new location for the Concession
Area within the Concession Service Zone; however, should the parties not be able
to reach an agreement, the decision of the City Manager shall be deemed final.
Upon approval, in writing, by the City Manager of the relocation of the Concession
Area, Exhibit A shall be amended accordingly. The removal and relocation of the
Concession Area Improvements under this section shall be at the
Concessionaire's sole cost, and shall be subject to the terms and conditions of
Subsection 15.7. The installation of the Concession Area Improvements at the
new approved Concession Area shall be performed pursuant to the terms of
Section 3 and, in particular, Subsection 3.2.3,
3.5.2 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 within the Concession Service
Zone, 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 Concessionaire in writing. In such event, the
City and Concessionaire shall cooperate, in good faith, to identify a suitable new
location for the Concession Area within the Concession Service Zone: 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 the Concession Area Improvements shall be at the
Concessionaire's sole cost and shall be subject to the terms and conditions of
Subsection 15.7. The installation of the Concession Area Improvements at the
new approved Concession Area shall be performed pursuant to the terms of
Section 3 and, in particular, subsection 3.2.3. In the event that the City requires
the relocation of an EV Charging Station, without a good cause, the removal and
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Contract No. 23-043-01
re -installation costs under this subsection shall be at the City's sole cost and
expense.
3.5.3 City's Request to Remove EV Station.
Notwithstanding the approval of the installation of any EV Station, within a
designated Concession Area, the City Manager, at the City Manager's sole and
absolute discretion, may request the removal of any EV Station, when the City
Manager, in the City Manager's sole and absolute discretion, deems that the
service of a particular EV Station is no longer required. Except in the case where
exigent circumstances exist, which in the City Manager's reasonable discretion
require a shorter response time, the City shall provide Concessionaire with sixty
(60) days (`Removal Period") written notice of such request ("Request for
Removal"). Concessionaire shall remove said EV Station within the Removal
Period and in conformance of the terms set forth in Subsection 15.7. In the event
that the Request for Removal has the effect of reducing the Operational Floor, the
City and Concessionaire shall cooperate, in good faith, to identify a suitable new
location for the Concession Area within the Concession Service Zone; however,
should the parties not be able to reach an agreement, the decision of the City
Manager shall be deemed final. Upon approval of the new Concession Area, in
writing, by the City Manager, the list of Concession Areas shall be amended
accordingly. The removal and relocation of the Concession Area Improvements
under this section shall be at the Concessionaire's sole cost and shall be subject
to the terms and conditions of Subsection 15.7. The installation of the Concession
Area Improvements at the new approved Concession Area shall be performed
pursuant to the terms of Section 3 and, in particular, subsection 3.2.3. This
subsection shall not be construed to modify or affect the City's right to terminate
the Agreement for convenience, as set forth in Subsection 15.9.
3.6 Construction Insurance.
3.6.1 The City shall not be liable for any claims, losses or damages suffered by third
parties arising from Concessionaire's, or its officers', agents', employees' or
contractors' fabrication, construction, and installation of the Concession Area
Improvements.
3.6.2 Concessionaire shall maintain, or require that its contractor(s) maintain, the
following insurance coverages in connection with the installation of the Concession
Area Improvements:
A. Worker's Compensation insurance in at least the minimum amounts required
by Florida law, and
B. Commercial General Liability on a comprehensive basis, including Contractual
Liability, Products/Completed Operations, in an amount not less than
$1,000,000 combined single limit per occurrence for bodily injury and property
damage. The City of Miami Beach, Florida shall be included as an additional
insured with respect to this coverage.
3.6.3 The policies of insurance referred to above shall not be subject to cancellation
or changing coverage except upon at least thirty (30) days prior written notice
to the City, and then only subject to the prior written approval of the City
Manager or Contract Manager. Within ten (10) days from the Effective Date,
Concessionaire shall provide the City with Contractor's Certificate of Insurance
Contract No. 23-043-01
for the insurance requirements contained in Subsection 3.6.2. All such policies
shall be obtained from companies authorized to do business in the State of
Florida with an A.M. Best's Insurance Guide (latest edition) rating acceptable
to the City's Risk Manager, and any replacement or substitute company shall
also be subject to the approval of the City's Risk Manager.
3.7 Price Schedules.
Concessionaire agrees that fees charged to the public for use of the EV Stations shall be
as set forth in Exhibit D hereto. Any changes to these fees must be approved, in writing,
by the City Manager. The City shall have the final right of approval for any change in the
fees, but said approval shall not be arbitrarily or unreasonably exercised. Notwithstanding
the foregoing, the City Manager, in his/her sole discretion, shall have the right to modify
the charger occupancy fee upon providing concessionaire with thirty (30) days written
notice.
3.8 Ownership of Electric Vehicle Charging Stations. The EV Stations shall be the sole
and exclusive property of Concessionaire during the Term of this Agreement.
SECTION 4. CONCESSION FEES.
4.1 Revenue Payment.
For the initial seven (7) year term of the Agreement, Concessionaire shall remit to the City
ten percent (10%) of the annual gross revenue generated by the Program, which shall
include, but may not be limited to, all revenue generated pursuant to the privileges of this
Agreement, including, without limitation, electric car charging sales and charger
occupancy fees minus (1) the amounts of any applicable Federal, State, or City tax
collected by the Concessionaire from customers and required by law to be remitted to the
taxing or other governmental authority; (2) eight percent (8%) of sales revenue for
transaction fees and (3) $18.00 per month per EV Station as a monthly network fee plus
applicable taxes (the "Revenue Payment").
By way of illustration, and assuming that there were ten (10) EV Stations in the Program,
and in a given month each EV Station generated sales revenues of $3,000 ($30,000) plus
sales tax of 7% ($2,100) _ $32,100 (Total proceeds); where gross revenues are
$30,000.00 and passed through sales taxes payable to the State are $2,100.00. The
monthly revenue payment to the City would be calculated as follows $32,100 (gross
proceeds) — $2,100.00 (collected sales tax) _ $30,000 (gross revenues) — $2,400.00 (8%
of gross sales for transaction fees)' — $180.00 (monthly network fee per EV Station) _
$27,400 x 15% = Revenue Payment of $4,113 + 287.91 (7% sales & Use Tax) _
$4,400.91.
The Revenue Payment made to the City under this Section 4 shall be calculated monthly
and shall be paid by Concessionaire to the City on or before the fifteenth (15'^) day of each
subsequent month to the applicable monthly revenue period. Each payment will be
accompanied by a written report which will detail the number of transactions and
breakdown, by category, of the gross revenue received by Concessionaire for the prior
month.
' Transaction fees of 8% are applicable to gross sale revenue from the sale of electricity from the E V stations and
occupancy fees charged to customer credit cards.
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Contract No. 23-043-01
4.2 Reports.
Concessionaire shall provide access to the City's Contract Manager and designated Staff
to the software platform dashboard in order to view in real time and generate historical
data reports for all EV Stations, provided however, that Concessionaire shall not be
required to provide any data that is confidential, personally identifiable, or as otherwise
prohibited by law or Concessionaire's Privacy Policy.
4.3 Collection of Revenue.
Concessionaire will arrange for and supervise all revenue collection generated by the
Program.
4.4 Electricity Charges.
Concessionaire shall be responsible for all electric charges applicable to the EV Stations
(the "Electricity Charges") and shall reimburse the City for the Electricity Charges based
upon Concessionaire's consumption of electricity determined by a report generated by the
EV Stations indicating the exact amount of kilowatt hours used for its operation at the
billable kilowatt rate to the City under its electric bill (the "Electricity Reimbursement").Z
Concessionaire shall be charged the same cost as would be charged to the City by the
utility company if such Electricity Charges were billed directly to Concessionaire.
Concessionaire will make the Electricity Reimbursement payment to the City within thirty
(30) days following receipt of the monthly electricity invoice, provided, however, that any
credit received from a disputed utility company invoice shall appear as a credit to
Concessionaire on the next invoice following receipt of such credit by the City.
4.4.1 Notwithstanding the foregoing, the City, at its sole option and discretion and at its
sole cost and expense, may install equipment to calculate the Electricity Charges,
which could include, without limitation, an internal "revenue grade" smart meter,
and such charges will be billed and paid by Concessionaire, either (1) directly to
the local electricity utility company, or (2) to the City, as an Electricity
Reimbursement, as applicable. The City acknowledges that Concessionaire may
establish its own account and have its own meter installed at the City Property
through which the utility company shall bill Concessionaire directly for any
electricity used in connection with the EV Stations.
4.5 Payment Remittance. All payments due to the City hereunder shall be sent to the
following address:
City of Miami Beach Parking Department
C/o Administrative Service Manager/Parking Director
1755 Meridian Avenue, 2"d Floor, Suite 200
Miami Beach, Florida 33139
4.6 Interest for Late Payment.
Any payment which Concessionaire is required to make to City which is not paid on or
before the respective date provided for in this Agreement shall be subject to interest at the
Z The City shall tender to Concessionaire an electric bill inclusive of the Concession Areas and Concessionaire shall
calculate and provide, in writing, to the City the dollar value of the billable kilowatt rate to the City under its electric
bill. Concessionaire shall recalculate the billable rate each fiscal quarter upon receipt of a bill by the City. The City
acknowledges that the rate calculation for this Section 4 may not be completed and delivered by Concessionaire until
after the City has delivered its first electric bill to Concessionaire to determine calculation.
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Contract No. 23-043-01
rate of eighteen percent (18%) per annum, or the maximum interest allowable pursuant to
Florida law, whichever is less, from the due date of payment until such time as payment
is actually received by the City.
4.7 Sales and Use Tax.
At the Contract Manager's sole option and discretion, any required Florida State Sales
and Use Tax due in connection with any payments due the City shall be paid
by Concessionaire directly or added to the payments and forwarded to the City as part of
said payments. It is the City's intent that it is to receive all payments due from
Concessionaire as net of such Florida State Sales and Use Tax.
SECTION 5. (INTENTIONALLY OMITTED)
SECTION 6. MAINTENANCE AND EXAMINATION OF RECORDS.
Concessionaire shall maintain current, accurate, and complete financial records (on an accrual
basis) related to its operations herein. Systems and procedures used to maintain these records
shall include a system of internal controls and all accounting records shall be maintained in
accordance with generally accepted accounting principles. Records related to the operations
herein shall be open to inspection and audit by the City Manager or the City's Contract Manager,
upon reasonable prior notice, whether verbal or written, and during normal business hours. Such
records and accounts shall include, at a minimum, a breakdown of gross receipts, expenses, and
profit and loss statements in connection with the operations herein. In the event Concessionaire
accepts cash as a form of payment, it shall maintain accurate receipt -printing cash registers or
the like which will record and show the payment for every sale made or service provided in the
Concession Areas; and such other records shall be maintained as would be required by an
independent CPA in order to audit a statement of annual gross receipts and profit and loss
statement pursuant to generally accepted accounting principles.
6.1 Reports of Gross Receipts and Maintenance.
Within thirty (30) days from the end of each Contract Year throughout the Term,
Concessionaire shall provide the Contract Manager with a detailed annual report of the
gross receipts for the preceding Contract Year. The report shall reflect the activity on a
monthly basis and shall itemize the total monthly gross revenues and expenses from each
EV Station in the Program.
Additionally, upon the request of the City Manager or Contract Manager, Concessionaire
shall submit a monthly (or at such greater intervals, i.e. quarterly or annually, as requested
by the City) maintenance report reflecting routine maintenance performed on the
Concession Area Improvements, including any repairs performed on any of the EV
Stations.
SECTION 7. INSPECTION AND AUDIT.
Concessionaire shall maintain its financial records pertaining to its operations herein for a period
of three (3) years after the expiration or other termination of this Agreement, and such records
shall be open and available to the City Manager or Contract Manager, as deemed necessary by
them. Concessionaire shall maintain all such records at its principal office, currently located at
605 Lincoln Road, 5" Floor, Miami, FL 33139, or, if moved to another location, all such records
shall be relocated, at Concessionaire's expense, to a location in Miami Beach, within ten (10)
days' notice (written or verbal) from the City.
Upon prior written notice, the City Manager or Contract Manager shall be entitled to audit
Concessionaire's records pertaining to the operations herein, as often as he deems reasonably
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Contract No. 23-043-01
necessary throughout the Term of this Agreement, and three (3) times within the three (3) year
period following termination of the Agreement (regardless of whether such termination results
from the natural expiration of the Term or for any other reason). The City shall be responsible for
paying all costs associated with such audits, unless the audit(s) reveals a deficiency of five (5%)
percent or more in Concessionaire's statement of gross receipts for any year or years audited, in
which case Concessionaire shall pay to the City, within thirty (30) days of the audit being deemed
final by the City, the cost of the audit and a sum equal to the amount of the deficiency revealed
by the audit, plus interest.
Concessionaire shall submit at the end of each Contract Year (throughout the Term), an annual
statement of gross receipts, in a form consistent with generally accepted accounting principles.
Additionally, such statement shall be accompanied by a report from an independent CPA firm.
It is Concessionaire's intent to stay informed of comments and suggestions by the City regarding
Concessionaire's performance under the Agreement. Within thirty (30) days after the end of each
Contract Year, upon written notice from the City Manager, Concessionaire shall meet with the
City Manager or Contract Manager to review Concessionaire's performance under the Agreement
for the previous Contract Year. At the meeting, Concessionaire and City may discuss quality,
operational, maintenance and any other issues regarding Concessionaire's performance under
the Agreement.
SECTION 8. TAXES, ASSESSMENTS.
8.1 Concessionaire agrees and shall pay before delinquency all taxes and assessments of
any kind levied or assessed upon a Concession Area or the Concession Areas, and/or on
Concessionaire by reason of this Agreement, or by reason of Concessionaire's business
and/or operations within a Concession Area or Areas. Concessionaire will have the right,
at its own expense, to contest the amount or validity, in whole or in part, of any tax by
appropriate proceedings diligently conducted in good faith. Concessionaire 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, Concessionaire shall be responsible for such delinquency charges,
in addition to payment of the contested tax, if so ordered.
Concessionaire 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).
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 Concessionaire's business and/or operations thereon,
Concessionaire shall be solely responsible for prompt and timely payment of same.
SECTION 9. EMPLOYEES AND INDEPENDENT CONTRACTORS.
9.1 Concessionaire's Employees.
9.1.1 Concessionaire shall select, train and employ such number of employees or
contractors as is necessary or appropriate for Concessionaire to satisfy its
responsibilities hereunder. Concessionaire shall be the sole authority to hire,
terminate and discipline any and all personnel employed by Concessionaire.
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Contract No. 23-043-01
9.1.2 Concessionaire shall designate a competent employee to oversee the day-to-day
operations, and who shall act as the Concessionaire's contract administrator for
the Program and serve as Concessionaire's primary point -person with the City.
This individual shall have the requisite amount of experience in operating,
managing, and maintaining the Program and operations contemplated herein. The
employee shall be accessible to the City Manager or Contract Manager during
normal business hours (Monday to Friday from 8:00 A.M. to 5:00 P.M. and
notwithstanding federal holidays) and during emergency situations (including but
not limited to situations involving Critical damage, as defined in Section 11.2) to
discuss the management, operation and maintenance of the Program. When
possible, the City Manager or Contract Manager should provide the employee with
reasonable notice of their request to discuss the Program. Consistent failure by
the employee to be accessible shall be reported to Concessionaire's principal(s),
and if not rectified, shall be grounds for replacement of the employee.
9.1.3 Change of Project Manager. Concessionaire shall notify the City in writing prior to
changing or replacing the Concessionaire's contract administrator and shall
include updated contact information for the new contract administrator.
9.2 Concessionaire's employees and/or contractors shall wear identification badges and
uniforms approved by the City Manager or Contract Manager, during all hours of operation
when such employee or contractor is acting within the scope of such employment or such
contractor relationship. The Concessionaire shall hire people to work in its operation who
conduct themselves in a professional and courteous manner. The Concessionaire and
any persons hired or engaged to provide the services herein shall never have been
convicted of a felony.
9.3 All employees of the Concessionaire must be able to pass a background check performed
by the City of Miami Beach Police Department.
9.4 City's Contract Manager.
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.
SECTION 10. HOURS OF OPERATION.
Subject to Section 14 herein, all Concession Areas and operations thereon shall be open every
day of the year, and shall be open to the public 24 hours per day, 365 days per year.
SECTION 11. IMPROVEMENTS MAINTENANCE REPAIR and OPERATION
The Concessionaire accepts the use of any and all Concession Areas provided in this Agreement
"AS IS," "WHERE IS," and `WITH ALL FAULTS," existing as of the Effective Date.
11.1 Improvements.
In addition to the specific procedures set forth in Subsection 3.2 for the design, fabrication,
construction, and installation of the EV Stations, Concessionaire shall also be solely
responsible (including cost) and shall pay for the design, fabrication, construction, and
installation of any and all Concession Area improvements to a Concession Area or Areas,
including all site preparation costs, with the exception of the Electrical System Installation
and the painting and striping of the parking spaces, as described in Subsection 3.2.3.
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Contract No. 23-043-01
11.2 Maintenance/Repair.
During the Term, Concessionaire, 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 Concession Area Improvements. The Concessionaire, at
its sole cost and expense, shall install, inspect, service and maintain the Concession Area
Improvements thereon (as required to operate the Program) including, without limitation,
the EV Stations. Notwithstanding the foregoing, the City shall maintain the area
surrounding the Concession Area Improvements, which will include painting and striping
of the parking spaces where a Concession Area is located.
Notwithstanding the City's responsibility to maintain the infrastructure required to support
the Concession Area Improvements, Concessionaire shall be solely responsible for the
day to day operation, maintenance and repair of all Concession Area
Improvements. Concessionaire shall maintain the Concession Area Improvements
thereon including, without limitation, the EV Stations, in good condition and proper working
order. Concessionaire shall keep all Concession Area Improvements, including all
signage installed by Concessionaire free of graffiti. Many small/light maintenance items
may be done on -site by Concessionaire and/or its approved subcontractors to eliminate
or minimize unit downtime, while moderate to heavy maintenance may require the
Concession Area Improvements to be removed from circulation and serviced
at Concessionaire's repair center.
Notwithstanding, no maintenance performed by Concessionaire shall cause an EV Station
to be non -operational for a period of more than five (5) calendar days from the date
Concessionaire undertakes such maintenance. Notwithstanding the foregoing, there can
be no more than one (1) EV Station out of service for more than twenty four (24) hours
(Monday through Friday, notwithstanding federal holidays) at a given Concession Area. In
the event the City knows of, or becomes aware of, any actual or potential claim against
the Concessionaire by any person or entity, or any actual or potential malfunction with the
Concession Area Improvements, the City shall notify Concessionaire promptly upon
notification of such claim or malfunction; provided, however that the City's failure to notify
Concessionaire pursuant to this Subsection 11.2 shall not relieve Concessionaire of any
obligations herein including, without limitation, its sole obligation to service, maintain,
repair, and replace the Concession Area Improvements, as necessary.
All damage of any kind to a Concession Area and any Concession Area Improvement
thereon including, without limitation, the EV Station, shall be the sole obligation of
Concessionaire, and shall be repaired, restored or replaced promptly by Concessionaire,
at its sole cost and expense, to the reasonable satisfaction of the City Manager or Contract
Manager. In the event that an Electric Vehicle Charging Station is damaged for any
reason, Concessionaire shall, at a minimum, commence repairs within twenty-four (24)
hours, and, in any event, complete repairs or (if irreparable), or if stolen, replace the
damaged or stolen EV Station so that same is fully operational, no later than five (5) days
from the time Concessionaire first becomes aware (or should be aware) of the damage or
theft. Notwithstanding the foregoing, between Monday and Friday, (notwithstanding
federal holidays) there can be no more than one (1) EV Station out of service for more
than twenty-four (24) hours at a given City Property location, unless otherwise approved
by the City Manager or his/her designee in writing. All of the aforesaid repairs, restorations
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Contract No. 23-043-01
and replacements shall be in quality and class equal to or better than the original work
(or equipment) and shall be done in good and workmanlike manner.
Concessionaire agrees that its technician(s) shall commence repairs on any Critical
damage to a Concession Area on the same day that it receives written notice from the City
of Critical damage to a Concession Area.
"Critical" shall be defined as an instance where a Concession Area Improvement is
broken, malfunctioning or faulty, and such break, malfunction or fault creating a risk to
inflict harm and/or damage on any person and/or has a potential to inflict damage to
property and/or disrupt access to or use of the Concession Area or Concession Area
Improvement(s).
If Concessionaire fails to make such repairs, restorations and/or replacements to a
Concession Area and/or to any particular Concession Area Improvement thereon
including, without limitation, the EV Station, the same may be made by the City, at the
City's sole option and discretion, but without obligation. Concessionaire shall be
responsible for any costs associated therewith, and shall reimburse the City within ten (10)
days after rendition of a bill or statement.
It shall be Concessionaire's sole obligation to ensure that any renovations, repairs and/or
improvements made by Concessionaire to the Concession Areas comply with all
applicable building codes and life safety codes of governmental authorities having
jurisdiction. Concessionaire also agrees, at its sole cost and expense, to pay for all
garbage disposal generated by its operations.
11.3 Orderly Operation.
The Concessionaire shall have a neat and orderly operation at all times and shall be solely
responsible for the necessary housekeeping services to properly maintain the Concession
Areas and any Concession Area Improvement thereon.
11.4 No Dangerous Materials.
The Concessionaire agrees not to use or permit the storage and/or use of gasoline, fuel
oils, diesel, illuminating oils, oil lamps, combustible powered electricity producing
generators, turpentine, benzene, 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.
Concessionaire 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 Concessionaire 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; provided,
however, Concessionaire shall have no liability in the event of the willful misconduct or
gross negligence of the City, its agents, servants or employees. The provisions of this
Subsection 11.4 shall survive the termination or earlier expiration of this Agreement.
11.5 Security.
The Concessionaire shall be responsible, at its sole option, to employ or provide
reasonable security measures, as it may deem necessary to protect the Concession Area
Contract No. 23-043-01
and any Concession Area Improvement thereon. Concessionaire 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 Concessionaire's employees, contractors, agents, patrons,
guests, invitees, and/or other third parties.
11.6 Inspection.
The Concessionaire agrees that any Concession Area (including, without limitation, any
Concession Area Improvement thereon) may be inspected at any time by the City
Manager or Contract Manager, or by any other municipal, County, State officer, or officers
of any other agency(ies) having responsibility and/or jurisdiction for inspections of such
operations. The Concessionaire hereby waives all claims against the City for
compensation for loss or damage sustained by reason of any interference with the
concession operation as a result of inspection by any public agency(ies) or officials,
(including, without limitation, by reason of any such public agency or official in enforcing
any laws, ordinances, or regulations as a result thereof). Any such interference shall not
relieve the Concessionaire from any obligation hereunder.
11.7 Signage.
Concessionaire shall provide, at its sole cost and expense, any signs utilized for its
Program. Upon installation of the EV Station, Concessionaire shall have the right to install
signage in the Concession Area or Areas and on the City Property identifying the
Concession Area Improvement as an "EV Charging Station;" with such signage to be
substantially in the form attached hereto as Exhibit E. Notwithstanding Exhibit E, all
signage and postings by Concessionaire shall be subject to the written approval, of the
City Manager, in the City Manager's sole and absolute discretion, as to size, shape and
placement of same, and shall be in accordance with all applicable Municipal,
County, State and Federal laws and regulations. Concessionaire shall pay all costs and
expenses associated with the approvals, creation, installation, maintenance and removal
of all signage.
Concessionaire shall ensure the EV Station is clearly marked with the following
information for users: (i) Concessionaire's or a designated contact party's information for
complaints, notification and service issues; (ii) a statement that Concessionaire is fully
responsible for all service issues, including damage or loss to vehicles or improper
charging; and (iii) a disclaimer stating the City is not responsible for any service issues or
loss connected with use of the EV Station.
City shall be responsible to provide, at its sole cost and expense, and as (or if) it deems
necessary, in its sole and reasonable judgment and discretion, any traffic, regulatory or
public safety signs, whether related directly or indirectly to the Program.
SECTION 12. INSURANCE.
12.1 Concessionaire shall not commence 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. Concessionaire shall carry and maintain the
following insurance coverages during the Term of this Agreement:
(1)
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Contract No. 23-043-01
A. Worker's Compensation Insurance for all employees of the vendor as required by
Florida Statute 440, and Employer Liability Insurance for bodily injury or disease. Should
the Vendor be exempt from this Statute, the Vendor and each employee shall hold the
City harmless from any injury incurred during performance of the Contract. The exempt
Vendor shall also submit (i) a written statement detailing the number of employees and
that they are not required to carry Workers' Compensation insurance and do not anticipate
hiring any additional employees during the term of this contract or (ii) a copy of a Certificate
of Exemption.
B. 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.
C. 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.
D. Additional Insured — City of Miami Beach must be included by endorsement as an
additional insured with respect to all liability policies (except Professional Liability
and Workers' Compensation) arising out of work or operations performed on behalf
of the contractor including materials, parts, or equipment furnished in connection
with such work or operations and automobiles owned, leased, hired or borrowed
in the form of an endorsement to the contractor's insurance.
E. Notice of Cancellation — Each insurance policy required above shall provide that
coverage shall not be cancelled, except with notice to the City of Miami Beach c/o EXIGIS
Insurance Compliance Services.
F. Waiver of Subrogation — Vendor agrees to obtain any endorsement that may be
necessary to affect the waiver of subrogation on the coverages required. However, this
provision applies regardless of whether the City has received a waiver of subrogation
endorsement from the insurer.
G. Acceptability of Insurers — Insurance must be placed with insurers with a current
A.M. Best rating of A:VII or higher. If not rated, exceptions may be made for members of
the Florida Insurance Funds (i.e. FWCIGA, FAJUA). Carriers may also be considered if
they are licensed and authorized to do insurance business in the State of Florida.
H. 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.
CERTIFICATE HOLDER MUST READ:
City of Miami Beach
c/o Exigis Insurance Compliant Services
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Contract No. 23-043-01
P.O. Box 947
Murrieta, CA 92564
Kindly submit all certificates of insurance, endorsements, exemption letters to
our servicing agent, EXIGIS, at:
Certificates-miamibeach @riskworks. com
I. Special Risks or Circumstances — The City of Miami Beach reserves the right to modify
these requirements, including limits, based on the nature of the risk, prior experience, insurer,
coverage, or other special circumstances.
Compliance with the foregoing requirements shall not relieve the vendor of his liability and
obligation under this section or under any other section of this agreement.
Compliance with the insurance requirements in this Section, shall not relieve the Concessionaire
of the liabilities and obligations under this Section or under any other portion of this Agreement,
and the City shall have the right to obtain from the Concessionaire specimen copies of the
insurance policies in the event that submitted certificates of insurance are inadequate to ascertain
compliance with required coverage. The Concessionaire represents and warrants that any
insurance protection required by this Agreement or otherwise provided by its contractors and
subcontractors shall in no way limit the responsibility to indemnify, keep and save harmless and
defend the City or its officers, employees, contractors, consultants, agents, and instrumentalities
as herein provided.
SECTION 13. INDEMNITY.
13.1 In consideration of a separate and specific consideration of Ten ($10.00) Dollars and other
good and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, Concessionaire shall indemnify and defend the City, its officials, directors,
employees, contractors, or agents (collectively, the "Indemnified Party") against any and
all actions (whether at law or inequity), claims, liabilities, losses, and expenses, including,
but not limited to, reasonable attorneys' fees and costs, for personal, economic or bodily
injury, wrongful death, loss of or damage to property (collectively, the "Losses"), which
may arise or be alleged to have arisen: (1) wholly or in part from the negligent acts, errors,
omissions or other misconduct of Concessionaire, its officers, director, members,
employees, agents, contractors, subcontractors, or any other person or entity acting under
Concessionaire's control or supervision; (2) from Concessionaire's breach of the terms of
this Agreement or its representations and warranties herein; (3) from the operation of the
Program; or (4) from the use of the Concession Area Improvements or the EV Stations by
the City, its employees, guests, (licensees or invitees) or the general public. To that extent,
Concessionaire 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. Notwithstanding anything to the contrary in this Agreement,
Concessionaire is not obligated to indemnify or defend Indemnified Party against any
claim (whether direct or indirect) if such claim or corresponding Losses arise out of or
result from Indemnified Party's (1) gross negligence or willful misconduct; (2) bad faith
failure to comply with any of its obligations as set forth in this Agreement; or (3) the use of
the EV Stations, Concession Areas, or Concession Area Improvements in any manner
that does not materially conform with the usage guidelines provided by Concessionaire.
Indemnified Party shall give Concessionaire prompt written notice of any Losses or
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discovery of facts on which Indemnified Party intends to base a request for
indemnification.
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 Electric
Vehicle Charging Stations which render at least fifty (50%) percent of the Concession
Areas unusable at any one point in time and which is not caused by negligence of
Concessionaire;
b. Earthquake, hurricane; flood; act of God; direct act of terrorism; or civil commotion
occurring which renders at least fifty (50%) percent of the Concession Areas unusable;
or
c. Any law, ordinance, rule, regulation or order of any public or military authority
stemming from the existence of economic or energy controls, hostilities, or war which
renders at least fifty (50%) percent of the Concession Areas unusable.
14.2 Labor Dispute.
In the event of a labor dispute which results in a strike, picket or boycott affecting at least
fifty (50%) percent of the Concession Areas, Concessionaire shall not thereby be deemed
to be in default or to have breached any part of this Agreement, unless such dispute shall
have been caused by illegal labor practices or violations by Concessionaire of applicable
collective bargaining Agreements (and there has been a final determination of such fact
which is not cured by Concessionaire within thirty (30) days).
14.3 Waiver of Loss from Hazards.
Each party hereby expressly waives all claims against the other party for loss or damage
sustained by such party resulting from any Force Majeure contemplated in Subsection
14.1 and Labor Dispute in Subsection 14.2 above, and each party hereby expressly
waives all rights, claims, and demands against the other party and forever releases and
discharges the other party, from all demands, claims, actions and causes of action arising
from any of the aforesaid causes.
SECTION 15. DEFAULT AND TERMINATION.
Subsections 15.1 through 15.4 shall constitute events of default under this Agreement. An event
of default by Concessionaire shall entitle the City to exercise any and all remedies described as
City's remedies under this Agreement, including but not limited to those set forth in Subsection
15.5.
15.1 Bankruptcy.
If either the City or Concessionaire shall be adjudged bankrupt or insolvent, or if any
receiver or trustee of all or any part of the business property of either party shall be
appointed, or if any receiver of all or any part of the business property shall be appointed
and shall not be discharged within sixty (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
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Agreement without being prejudiced as to any remedies which may be available to it for
breach of contract.
15.2 Default in Payment.
If any payment and accumulated penalties are not received within ten (10) business days
after the payment due date, and such failure continues five (5) business days after written
notice thereof, then the City may, without further demand or notice, terminate this
Concession Agreement without being prejudiced as to any remedies which may be
available to it for breach of contract.
15.3 Non -Monetary Default.
In the event that Concessionaire or the City fails to 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 party hereto, such non -defaulting 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. In the event that a default is not reasonably susceptible to being
cured within such period, the defaulting party shall not be considered in default if it shall,
within such period, commence with due diligence and dispatch to cure such default and
thereafter completes with dispatch and due diligence the curing of such default, but in no
event shall such extended cure period exceed ninety (90) days from the date of written
notice thereof. In the event Concessionaire cures any default pursuant to this subsection,
it shall promptly provide the City Manager with written notice of same.
15.4 The failure of any Electric Vehicle Charging Station to be operational for a period of time
exceeding fifteen (15) continuous calendar days may, in the City Manager's sole
discretion, constitute a default under this Agreement.
15.5 City's Remedies for Concessionaire's Default.
If any of the events of default, as set forth in this Section, shall occur, the City may, after
expiration of the cure periods, as provided above, at its sole option and discretion, institute
such proceedings as in its opinion are necessary to cure such defaults and to compensate
City for damages resulting from such defaults, including but not limited to the right to give
to Concessionaire a notice of termination of this Agreement. If such notice is given, the
term of this Agreement shall terminate upon the date specified in such notice from City to
Concessionaire. On the date so specified, Concessionaire shall then quit and surrender
the concession Area(s) to City pursuant to the provisions of Subsection 15.7. Upon the
termination of this Agreement, all rights and interest of Concessionaire in and to the
Concession Area(s) and to this Agreement, and every part thereof, shall cease and
terminate and City may, in addition to any other rights and remedies it may have, retain
all sums paid to it by Concessionaire under this Agreement.
In addition to the rights set forth above, the City shall have the rights to pursue any and all
of the following:
the right to injunction or other similar relief available to it under Florida law against
Concessionaire; and/or
b. the right to maintain any and all actions at law or suits in equity or other proper
proceedings to obtain damages resulting from Concessionaire's default.
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15.6 If an event of default by the City shall occur, the Concessionaire 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 Concessionaire 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, Concessionaire 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 Concessionaire of Concession Area
Improvements.
Upon expiration, or earlier termination of this Agreement, Concessionaire shall surrender
the Concession Areas in the same condition as the Concession Areas were prior to
the Effective Date. The City shall grant Concessionaire the right, upon the expiration or
earlier termination of this Agreement, to enter upon the City Property locations, pursuant
to an agreed upon schedule, executed by the parties, for the removal of the Concession
Area Improvements contained therein ("Removal Schedule"). Concessionaire shall, at its
sole expense and at no charge to the City, remove all Concession Area Improvements
from the Concession Areas, (as well as any other permanent or fixed improvements
installed by Concessionaire): (1) no later than sixty (60) days after the conclusion of the
Term, (or from the date of other termination of this Agreement), or (2) the scheduled
removal date as set forth in the Removal Schedule for each City Property location,
whichever is later, unless a longer time period is agreed to, in writing, by the City Manager.
Concessionaire shall coordinate the removal of the Concession Area Improvements
with the City and shall also, in conjunction with such removal, at its sole cost and
expense, restore the City Property to its original (or better) condition prior to the
Effective Date of this Agreement, including repairing any damage caused from such
removal (the removal of the Concession Area Improvements and restoration of the
Concession Areas shall be collectively referred to herein as the "removal process").
Concessionaire shall perform the removal process in such a way as to minimize
interference with the operation of the City Property. In particular, Concessionaire shall
ensure that, during the removal process, no parking space shall be obstructed for more
than twenty-four (24) hours. Any parking space obstructed for more than twenty-four (24)
hours shall be subject to the maximum daily parking rate at the time. Concessionaire shall
be responsible for payment of said accrued parking fees.
Concessionaire's obligation to observe or perform this covenant shall survive the
expiration or other termination of this Agreement. Continued occupancy of any
Concession Areas after termination of the Agreement (unless otherwise agreed to
pursuant to the signed Removal Schedule) shall constitute trespass by the
Concessionaire, and may be prosecuted as such. At the sole discretion of the City
Manager, the City may impose on Concessionaire a One Thousand ($1,000.00) Dollars
per day per Concession Area amount as liquidated damages for such trespass and
holding over.
15.8 Substitute Performance.
In the event that the Concessionaire fails to remove any of the Concession Area
Improvements and restore the Concession Areas to their original condition in accordance
with the terms of the Agreement, the City shall have the right to undertake and/or
purchase, as the City Manager deems appropriate, any such supplies, materials, services,
etc., deemed necessary, in the City Managers sole discretion, to restore the Concession
Areas to their original condition, subject to reasonable wear and tear, and to charge
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Concessionaire for all actual costs thereby incurred by the City. Concessionaire shall be
responsible for paying all of the actual costs.
15.9 Sixty (60) Day Termination for Convenience. Notwithstanding anything herein to the
contrary, the City may terminate this Agreement for convenience, without cause and
without liability to the City, at any time during the Term, upon sixty (60) days written notice
to Concessionaire. Upon receipt of the City's notice, Concessionaire shall promptly
commence removal of any and all Concession Area Improvements in accordance with
Subsection 15.7 hereof.
SECTION 16. PERFORMANCE BOND OR ALTERNATE SECURITY.
(INTENTIONALLY OMITTED)
SECTION 17. ASSIGNMENT.
Concessionaire shall not assign all or any portion of its costs or obligations under this Agreement
without the prior written consent of the City Commission, in its sole discretion. Concessionaire
shall notify the City Manager of any proposed assignment, in writing, at least sixty (60) days prior
to the proposed effective date of such assignment. In the event that any such assignment is
approved by the City Commission, the assignee shall agree to be bound by all the covenants of
this Agreement required of Concessionaire. Notwithstanding the foregoing, the City expressly
agrees that Concessionaire may subcontract the management and operation of the services to
be performed under this Agreement to Concessionaire's parent company, Car Charging Group,
Inc.
SECTION 18. SPONSORSHIPS,
18.1 The City reserves unto itself all present and future rights to negotiate all forms of
endorsement and/or sponsorship agreements based on the marketing value of any City
trademark, property, brand, logo and/or reputation. Any and all benefits derived from an
endorsement and/or sponsorship agreement based on the marketing value of a City
trademark property, brand, logo and/or reputation, shall belong exclusively to the City.
Concessionaire shall be specifically prohibited from entering into, or otherwise creating
any, sponsorships and/or endorsements with third parties which are based solely or in any
part on the marketing value of a City trademark, property, brand, logo and/or reputation.
It is further acknowledged that the name, likeness, equipment, concepts, logos, designs
and other intellectual property rights of Concessionaire shall remain in the exclusive
possession and control of Concessionaire at all times; provided, however, that
Concessionaire hereby grants City a revocable, non-exclusive, non-transferrable, non-
sublicensable, royalty -free, license to use any Concessionaire trademarks and/or logo,
provided by Concessionaire to City for purposes of the City's promotion of the Program.
SECTION 19. NO ADVERTISING/PROMOTIONAL ASSISTANCE.
19.1 No Advertising.
Concessionaire understands that City of Miami Beach regulations strictly prohibit
Concessionaire from advertising on any part of the Concession Area Improvements or the
Concession Area, and expressly agrees not to conduct any advertising hereunder unless
expressly approved in writing by the City, in the City's sole and absolute discretion.
19.2 Promotional Assistance.
At the sole option and discretion of the City Manager, the City may place a link to any
website maintained by Concessionaire, including www.blinkcharging.com for users to
reach Concessionaire and/or learn more information about the Program. Concessionaire
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agrees to place a link for the City of Miami Beach on its website to inform users of the City
Property locations under the Program. At the City's request, Concessionaire shall remove
the link or any reference to the Miami Beach Program or City Property locations. Both the
City and Concessionaire agree to make good faith efforts to promote the use of EV
Stations within the City of Miami Beach under the terms of this Agreement. Any placement
of advertisement or other form of promotion of the Program, including City Property
locations which are the subject of the Program, shall be subject to the prior written
approval of the City Manager.
SECTION 20. NO IMPROPER USE.
The Concessionaire will not intentionally use, nor suffer or permit any person to use in any
manner whatsoever, any Concession Areas or Concession Area Improvements thereon, for any
illegal, improper, or for any other purpose in violation of any Federal, State, County, or municipal
ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or
hereafter enacted or adopted. The Concessionaire will protect, indemnify, and forever save and
keep harmless the City, its officials, employees, contractors, and agents from and against
damage, penalty, fine, judgment, expense or charge suffered, imposed, assessed or incurred for
any violation, or breach of any law, ordinance, rule, order or regulation occasioned by any act,
neglect or omission of the Concessionaire, or any official, director, agent, or contractor regarding
the Concession Area or Concession Area Improvements. In the event of any violation by the
Concessionaire, the City shall have the right to suspend concession operation at the effected
Concession Area if the Concessionaire should fail to correct any such violation, to the satisfaction
of the City Manager or Contract Manager within twenty-four (24) hours following written notice of
the nature and extent of such violation. Such suspension may continue until the violation is cured
to the satisfaction from the City Manager or Contract Manager.
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 CONCESSIONAIRE: Blink Network, LLC
605 Lincoln Road, 51' Floor,
Miami Beach, FL 33139
Attn: Nihusa Dias
If to the CITY: City of Miami Beach Parking Department
c/o Parking Director
1755 Meridian Avenue, Suite 200
Miami Beach, Florida 33139
With copy to City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL. 33139
Attention: City Manager
211 Notwithstanding the foregoing, the City expressly authorizes Concessionaire to notice its
designated Contract Manager, City of Miami Beach Parking Director, with a mailing
address of 1755 Meridian Avenue, Suite 200, Miami Beach, Florida 33139, (hereinafter
"Manager") with regard to all matters pertinent to this Agreement, except with respect to
any alleged defaults, which will require notice to the parties set forth in section 15.
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SECTION 22. LAWS.
22.1 Compliance.
Concessionaire shall comply with all applicable City, County, State, and Federal
ordinances, statutes, rules and regulations, including but not limited to all applicable
environmental City, County, State, and Federal ordinances, statutes, rules and
regulations.
22.2 Governing Law.
Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Florida. Any civil action arising in any way from this Agreement or
the activities of the parties under this Agreement shall be brought only in a court of
competent jurisdiction located in Miami -Dade County, Florida.
22.3 Equal Employment Opportunity.
Neither Concessionaire nor any affiliate of Concessionaire performing services
hereunder, or pursuant hereto, will discriminate against any employee or applicant for
employment because of race, creed, sex, color, national origin, sexual orientation, and
disability (as defined in Title I of ADA). Concessionaire will take affirmative steps to utilize
minorities and females in the work force and in correlative business enterprises.
22.4 No Discrimination.
Concessionaire 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 Concessionaire 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 improvements and
equipment thereon.
Pursuant to Sections 62-90 and 62-91, of Chapter 62, of the Miami Beach City Code
entitled "Human Relations", Concessionaire, by executing this Agreement, certifies that it
does not discriminate in its membership or policies based on race, color, national origin,
religion, sex, intersexuality, sexual orientation, gender identity, marital and familial status,
or age, or handicap.
SECTION 23. MISCELLANEOUS.
23.1 No Partnership.
Nothing contained in this Agreement shall constitute or be construed to be or create a
partnership or joint venture between the City and Concessionaire.
23.2 Modifications.
This Agreement cannot be changed or modified except by Agreement in writing executed
by all parties hereto. Concessionaire acknowledges that no modification to this Agreement
may be agreed to by the City unless approved by the Mayor and City Commission except
where such authority has been expressly provided herein to the City Manager or Contract
Manager.
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23.3 Complete Agreement.
This Agreement, together with all exhibits incorporated hereto, constitutes all the
understandings and Agreements of whatsoever nature or kind existing between the
parties with respect to Concessionaire's operations, as contemplated herein.
23.4 Headings.
The section, subsection and paragraph headings contained herein are for convenience of
reference only and are not intended to define, limit, or describe the scope or intent of any
provision of this Agreement.
23.5 Binding Effect.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns.
23.6 Clauses.
The illegality or invalidity of any term or any clause of this Agreement shall not affect the
validity of the remainder of the Agreement, and the Agreement shall remain in full force
and effect as if such illegal or invalid term or clause were not contained herein unless the
elimination of such provision detrimentally reduces the consideration that either party is to
receive under this Agreement or materially affects the continuing operation of
this Agreement.
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.
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 Concessionaire, that it is a concessionaire and not a lessee; that
the Concessionaire'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 consent of the City Manager or Contract
Manager is allowed or required in this Agreement, it is acknowledged that such authority
has been expressly provided herein to the City Manager or Contract Manager by the
Mayor and City Commission of the City. In each instance in which the approval or consent
of the City Manager or Contract Manager is allowed or required in this Agreement,
Concessionaire shall send to the City Manager a written request for approval or consent
(the"Approval Request").
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The City Manager or Contract Manager shall use reasonable efforts to provide
written notice to Concessionaire approving of consent to, or disapproving of the request,
within thirty (30) days from the date of Approval Request (or within such other time period
as may be expressly set forth for a particular approval or consent under this Agreement).
However, the City Manager or Contract Managers failures to consider such request within
this time provided shall not be deemed a waiver, nor shall Concessionaire assume that
the request is automatically approved and consented to. The City Manager or Contract
Manager shall not unreasonably withhold such approval or consent. This subsection shall
not apply to approvals required herein by the Mayor and City Commission.
23.11 No Waiver.
It is mutually covenanted and agreed by and between the parties hereto that the failure of
the City to insist upon the strict performance of any of the conditions, covenants, terms or
provisions of this Agreement, or to exercise any option herein conferred, will not be
considered or construed as a waiver or relinquishment for the future of any such
conditions, covenants, terms, provisions or options but the same shall continue and
remain in full force and effect. A waiver of any term expressed herein shall not be implied
by any neglect of the City to declare a forfeiture on account of the violation of such term if
such violation by continued or repeated subsequently and any express waiver shall not
affect any term other than the one specified in such waiver and that one only for the time
and in the manner specifically stated.
The receipt of any sum paid by Concessionaire 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 sub concessionaires, other than the parties hereto and their respective successors and
permitted assigns, any rights or remedies by reason of this Agreement.
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 Concessionaire, or any person claiming
by, through or under Concessionaire, or for improvements or work, the cost of which is the
responsibility of Concessionaire, Concessionaire agrees to have such notice or claim of
lien cancelled and discharged within fifteen (15) days after notice to Concessionaire by
City. In the event Concessionaire fails to do so, City may terminate this Agreement for
cause without liability to City.
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SECTION 24. LIMITATION OF LIABILITY.
The City desires to enter into this Agreement placing the operation and management of
the Concession Area(s) in the hands of a private management entity only if so doing the City can
place a limit on its liability for any cause of action for breach of this Agreement, so that its liability
for any such breach never exceeds the sum of Ten Thousand ($10,000.00) Dollars.
Concessionaire hereby expresses its willingness to enter into this Agreement Ten Thousand
($10,000.00) Dollars limitation on recovery for any action for breach of contract. Accordingly, and
in consideration of the separate consideration of Ten Thousand ($10,000.00) Dollars, the receipt
of which is hereby acknowledged, the City shall not be liable to Concessionaire for damages to
Concessionaire in an amount in excess of Ten Thousand ($10,000.00) Dollars, for any action for
breach of contract arising out of the performance or on -performance of any obligations imposed
upon the City by this Agreement. Nothing contained in this paragraph or elsewhere in this
Agreement is in any way intended to be a waiver of limitation placed upon the City's liability as
set forth in Florida Statutes, Section 768.28.
SECTION 25. VENUE.
This Agreement shall be deemed to have been made and shall be construed and interpreted in
accordance with the laws of the State of Florida. This Agreement shall be enforceable in Miami -
Dade County, Florida, and if legal action is necessary by either party with respect to the
enforcement of any and all the terms or conditions herein, exclusive venue for the enforcement
of same shall lie in Miami -Dade County, Florida.
CITY AND CONCESSIONAIRE HEREBY KNOWINGLY AND INTENTIONALLY WAIVE THE
RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING THAT CITY
AND CONCESSIONAIRE MAY HEREIN AFTER INSTITUTE AGAINST EACH OTHER
WITH RESPECT TO ANY MATTER ARISING OUT OF OR RELATED TO THIS
AGREEMENT OR THE CONCESSION AREA(S).
SECTION 26. CONFLICT OF INTEREST.
Concessionaire agrees to adhere to and 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.
Concessionaire 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 Concessionaire further covenants that
in the performance of this Agreement, no person having any such interest shall knowingly be
employed by the Concessionaire.
SECTION 27. FLORIDA PUBLIC RECORDS LAW.
Pursuant to Section 119,0701 of the Florida Statutes, if the Concessionaire meets the definition
of "Contractor" as defined in Section 119.0701(1)(a), the Concessionaire shall:
a) Keep and maintain public records that ordinarily and necessarily would be required by
the public agency in order to perform the service,
b) Provide the public with access to public records on the same terms and conditions that
the public agency would provide the records and at a cost that does not exceed the cost
provided in this chapter or as otherwise provided by law;
c) Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law; and
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d) Meet all requirements for retaining public records and transfer to the City, at no City cost,
all public records created, received, maintained and/or directly related to the performance
of this Agreement that are in possession of the Concessionaire upon termination of this
Agreement. Upon termination of this Agreement, the Concessionaire shall destroy any
duplicate public records that are exempt or confidential and exempt from public records
disclosure requirements. All records stored electronically must be provided to the City in
a format that is compatible with the information technology systems of the City.
For purposes of this Article, the term "public records" shall mean 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.
Concessionaire's failure to comply with the public records disclosure requirement set forth in
Section 119.0701 of the Florida Statutes shall be a breach of this Agreement. In the event the
Concessionaire does not comply with the public records disclosure requirement set forth in
Section 119.0701 of the Florida Statutes, the City may, at the City's sole discretion, avail itself of
the remedies set forth under this Agreement and available at law.
SECTION 28. INSPECTOR GENERAL AUDIT RIGHT
1. Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City has established
the Office of the Inspector General which may, on a random basis, perform reviews, audits,
inspections, and investigations on all City contracts, throughout the duration of said
contracts. This random audit is separate and distinct from any other audit performed by
or on behalf of the City.
The Office of the Inspector General is authorized to investigate City affairs and
empowered to review past, present, and proposed City programs, accounts, records,
contracts, and transactions. In addition, the Inspector General has the power to subpoena
witnesses, administer oaths, require the production of witnesses and monitor City projects
and programs. Monitoring of an existing City project or program may include a report
concerning whether the project is on time, within budget and in conformance with the
contract documents and applicable law. The Inspector General shall have the power to
audit, investigate, monitor, oversee, inspect, and review operations, activities,
performance, and procurement process including but not limited to project design, bid
specifications, (bid/proposal) submittals, activities of the Concessionaire, its officers,
agents and employees, lobbyists, City staff and elected officials to ensure compliance with
the Contract Documents and to detect fraud and corruption. Pursuant to Section 2-378 of
the City Code, the City is allocating a percentage of its overall annual contract
expenditures to fund the activities and operations of the Office of Inspector General.
Upon ten (10) days written notice to the Concessionaire, the Concessionaire shall make
all requested records and documents available to the Inspector General for inspection and
copying. The Inspector General is empowered to retain the services of independent
private sector auditors to audit, investigate, monitor, oversee, inspect and review
operations activities, performance and procurement process including but not limited to
project design, bid specifications, (bid/proposal) submittals, activities of the
Concessionaire, its officers, agents and employees, lobbyists, City staff and elected
29
Contract No. 23-043-01
officials to ensure compliance with the contract documents and to detect fraud and
corruption.
4. The Inspector General shall have the right to inspect and copy all documents and records
in the Concessionaire's possession, custody or control which in the Inspector General's
sole judgment, pertain to performance of the contract, including, but not limited to original
estimate files, change order estimate files, worksheets, proposals and agreements from
and with successful subcontractors and suppliers, all project -related correspondence,
memoranda, instructions, financial documents, construction documents, (bid/proposal)
and contract documents, back -change documents, all documents and records which
involve cash, trade or volume discounts, insurance proceeds, rebates, or dividends
received, payroll and personnel records and supporting documentation for the aforesaid
documents and records.
5. The Concessionaire shall make available at its office at all reasonable times the records,
materials, and other evidence regarding the acquisition (bid preparation) and performance
of this contract, for examination, audit, or reproduction, until three (3) years after final
payment under this contract or for any longer period required by statute or by other clauses
of this contract. In addition:
i. If this contract is completely or partially terminated, the Concessionaire shall make
available records relating to the work terminated until three (3) years after any
resulting final termination settlement; and
ii. The Concessionaire shall make available records relating to appeals or to litigation
or the settlement of claims arising under or relating to this contract until such
appeals, litigation, or claims are finally resolved.
6. The provisions in this section shall apply to the Concessionaire, its officers, agents,
employees, subcontractors, and suppliers. The Concessionaire shall incorporate the
provisions in this section in all subcontracts and all other agreements executed by the
Concessionaire in connection with the performance of this contract.
7. Nothing in this section shall impair any independent right to the City to conduct audits or
investigative activities. The provisions of this section are neither intended nor shall they
be construed to impose any liability on the City by the Concessionaire or third parties.
SECTION 29. E-VERIFY
(A) Concessionaire shall comply with Section 448.095, Florida Statutes, "Employment
Eligibility" ("E-Verify Statute"), as may be amended from time to time. Pursuant to the E-
Verify Statute, commencing on January 1, 2021, Concessionaire shall register with and
use the E-Verify system to verify the work authorization status of all newly hired employees
during the Term of the Agreement. Additionally, Concessionaire shall expressly require
any subconsultant performing work or providing services pursuant to the Agreement to
likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the
employment eligibility of all new employees hired by the subconsultant during the contract
Term. If Concessionaire enters into a contract with an approved subconsultant, the
subconsultant must provide the Concessionaire with an affidavit stating that the
subconsultant Concessionaire does not employ, contract with, or subcontract with an
unauthorized alien. Concessionaire shall maintain a copy of such affidavit for the duration
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Contract No. 23-043-01
of the Agreement, or such other extended period as may be required under this
Agreement.
(B) TERMINATION RIGHTS.
(1) If the City has a good faith belief that Concessionaire has knowingly violated
Section 448.09(1), Florida Statutes, the City shall terminate this Agreement with
Concessionaire for cause, and the City shall thereafter have or owe no further
obligation or liability to Concessionaire.
(2) If the City has a good faith belief that a subconsultant has knowingly violated the
foregoing Subsection 29(A), but the Concessionaire otherwise complied with such
subsection, the City will promptly notify the Concessionaire and order the
Concessionaire to immediately terminate the Agreement with the
subconsultant. Concessionaire's failure to terminate a subconsultant shall be an
event of default under this Agreement. entitling City to terminate the
Concessionaire's contract for cause.
(3) A contract terminated under the foregoing Subsection (B)(1) or (13)(2) is not in
breach of contract and may not be considered as such.
(4) The City or Concessionaire or a subconsultant may file an action with the Circuit
or County Court to challenge a termination under the foregoing Subsection (B)(1)
or (13)(2) no later than 20 calendar days after the date on which the contract was
terminated.
(5) If the City terminates the Agreement with Concessionaire under the foregoing
Subsection (B)(1), Concessionaire may not be awarded a public contract for at
least 1 year after the date of termination of this Agreement.
(6) Concessionaire is liable for any additional costs incurred by the City as a result of
the termination of this Agreement under this Section 29.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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Contract No. 23-043-01
IN WITNESS WHEREOF, the parties hereto have caused their names to be signed and
their seals to be affixed, all as of the day and year first above written, indicating their Agreement.
FOR CITY:
M
Rafael E. Granado, City Clerk
Date:
FOR CONCESSIONNAIRE:
BLINK NETWORK, LLC
By:
Print Name and Title
Date:
CITY OF MIAMI BEACH, FLORIDA
32
Alina T. Hudak, City Manager
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
OC'4'Attorneyry� Da e
Proposal Documents
30
Exhibit A
Concession Service Zone
Location
1900 Bay Road
1301 Collins - 13thStreet Garage
4166 Royal Palm Ave - 42ndStreet Garage
512 12thStreet - 12thStreet & Drexel Avenue Garage
1755 Meridian Avenue - City Hall garage
640 17thStreet - 17thStreet Garage
1701 Convention Center Drive - Convention Center Loading Dock
1701 Convention Center Drive - Convention Center Parking Deck 4thFl.
1701 Convention Center Drive - Convention Center Parking Deck SthFl.
340 23rd Street - Collins Park Garage
Municipal Parking Lot No. P-100, 8100 Hawthorne Avenue*
Any other municipal parking facilities, including, parking garages or surface parking lots that may be
identified by the City and approved pursuant to this Agreement.
*Currently in the permitting process at the time of contract execution
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Exhibit B
Electric Vehicle Charging Station
32
Charging Status
Indicator High visibility, multicolor LED visual status indication
Display - - LCD Screen - 4 lure, 20 charocters per line
Authentication RFID: ISO I4443 Type A & B, MiFare, Felica, ISO15693
NFC:
a
Apple VAS, NEMA
ERINEnclosure Aluminum, NEMA 3R outdoor rated
Operating Humidity Up to 95% non -condensing
Operating Temperature 30 degree C to +50 degree C ambient
Altitude <.6560 R
Dimensions 20.5' H x 7.4- W x 7.4" D
Device 15.5lbs.
Pedestal mount. Device: 21 (bs Pedestal mount 12 5 lbs.
Approximate Weights 12 5 lbs. E Wall mount bracket 11 5 lbs.
Wall mount bracket:
1 1 5 lbs
Mounting Option i Wall or Pedestal mount
Cable length 18 h standard, 25ft optional
~Cable Organizer j — Optional
UL 2594 / CSA C22.2 No. 280-16
Safety
UL 223 1 -1 / CSA C22.2 No. 281.1.12,
UL 2231-2 / CSA C22.2 No. 281.2-12 certified
EMI
FCC Part IS Class A compliant
Energy Efficiency
Energy Star certified
Weights and
Measurements
California Type Evaluation Program (CTF.P) certified
Accessibility
ADA compliant
33
Number of Ports
Current
j 30A Max per port (
Two
48A Max per port I 80A Max per port
Power
7 2 kW (@240VACI or
6 2AW (@208VAC)
19 2kW (@240VAC( or 16 64kW
Max per Pori
(@208VAC) Max per port
Energy Metering Accuraq
+/- 1 %
Charging Connector
SAE J 1772
Input Connector
Hardwired
Voltage
208 or 240 VAC
Dual -pole common
Dual -pole common T Duolpole common i
Service Panel Breaker
' trip 40A breaker,
trip 60A breaker,
trip 100A breaker,
dedicated circuit
dedicated circuit
dedicated circuit '
Per Port
Per Port
Per Port
Power Connection
Line 1, line 2 and GND (no neutrah per port
Standby Power
5.75 W Typical
6.5 W Typical
Ground fault Circuit
Interrupt
Automatic Plug -Out
Detection
Surge Protection
Data Communication
Charging Infrastructure
Communication
20mA CCID with auto retry (every 15 seconds)
Power terminated per SAE J 1772 spec
6kV @3.000A
Cellular 4G LTE
— CKPP Compliant
Remote Management Remote access, diagnostics,
Over -the -Air (OTA) software update enabled
load Management Smart dynamic allocation and distribution of power to each port
34
EXHIBIT C
PROJECT SCHEDULE
This Exhibit C shall apply to all additional electric vehicle charging station installations, electric
vehicle charging station upgrades, and relocation and removal of electric vehicle charging stations
Pursuant to Section 3. Use(s).
35
Exhibit D
Price Schedule
Electric Car Charging Fees:
Blink Members ------•••--•------•--•...........................••-•••-•-•••............................................•----
$0.29/kWh
Blink Nonmembers (others) ...........................................................................
...$0.39/kWh
City of Miami Beach Fleet Vehicle............................................................
$0.25/kWh
City of Miami Beach Employee . .. ....................... .....................
. . .....$0.25/kWh
Charger Occupancy Fees:
After completion of electric charging session, a charger occupancy fee will be assessed until the
connector is removed/unplugged as follows:
0 — 30 min
$0.00
Over 30 min
$0.05/min
37
Actual Size: 12" x 18"
Exhibit E
Signaae
38