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Electric Vehicle Charging Equipment Agreement between Florida Power and Light Company and the CMB having a location at 401 Alton Road, Miami Beach FL 33139 1 t�2�- 3Z�� (� CM8 6.26,23 ELECTRIC�EHICLE CHARGING EOUIPMENT AGREEMENT This ELECTRIC VEHICLE CHARGING E�UIPMENT AGREEMENT ("Agreemenf�'j is made this J�ay ol ��1`'�, 2025 CEffective Oale"},by and between the Ciiy of Miami Beach,Florida,a Flonda municipal corporatlon(the"City"),with its o(fice located at i700 Comentian Center Orive,Miami Beach,Florida 33139,and havfng a location at 401 Alton Rd,Miami Beach,FL 33139(the"Pro ert" and Florida Power 8 Llght Campany,a Florida corpora6on "Com n ° with an address at 700 Universe Bivd CEAIJB,Juno Beach,FL,33408. The City and Company are someUmes individually referred!a herein as a"Partv"and collectively as the"Parties." WHEREAS,Company desires fo install and own electric vehicle charging and related equipment,including eleclrical power irnartars, intercannection equipment,electricel winng, underground conduit,wire and cabie management systems,elec�ric vehicte charging stations ("EV Stalions"},elechic meters,metering and switch ca6inets,and powerdislribution boxes(the"E ui ment" on the City-owned Property,as more pariicularly described in h' t atteched herelo,and lhe Clty desires to have the Equipment inslalled and agrees to permlt Company to utifize the Property upan Ihe terms and conditions set farlh beiow. NOW THEREFORE,in consideration of!he mulual promises conlained herein and for other good and valuable co�sideretlon,the receipt and su�dency of which Is hereby acknowledged,the PaRies heieby agree as(ollows: 1. Use. During the Term,the City agrees that Company may Renewaf Term together with Ihe Initial Term,lhe"Term" provided, use the Properly far the purposes o(, and has Ihe sole nght {al II elther Party elects nol to renew �his Agreemenl ler a Renewal Company's cost and in Company's sole discretion)o!,constructing, Term,lhen such Party musl giva a written notice of termination to the fnsialling, operating, inspecting, maintaining, servidng, repainng, alhar Par1y at least 90 days prlor to the expiration of the then•current enlarging,modl(ying,remavi�g (at any lfine), testing and replacing Initlal Term or Renewai Term,as applicable. In Ihe evenf such noffce the Equipmenl and any additional equipmenl raquired to dispense is delivered,na lurther automatic rertewals or axtensians shall occur elecEriciiy to charge eieclric vehicles, logether with 1he foliowing and thls Agreement shall lerminate at the end ot?he then-existing rights:(aj lhe righ!of ingress and egress 24 hours-a-day,7 days a Initiai Term or Renewal 7erm,as applicable. The Company may week; {b} lhe right, at Company's sole cost and expense, to terminate this Agreement at any time and for any reason by giving palnVslripe and to install signage (in efther case, in a manner 36 days'prior writlan natice to the City end upon such terminatlon, substantialiy simllar!o lhe lorm attached here(o as EKhlbit B on and neither PaRy shall have any lurther liablliry or obiigation to the other around ihe Equipment;prwided,however, that any change to Ihe Party(excepi as se1 forth in Seclions 9 and 1 B below�.The Cfty may proposed Exhiblt 8 shaff require the priorwritten approval of the City lerminate this Agreement al any 6me and tor any reason by (a} Manager's designee,as iden6tled in Section 23{B)which approval deflvering one�hundred twenty(120)days'priar writlen notice to the shaB nol be unreasonably withheld or delayed;and{e)Company's Company and(b) canfemporaneousiy with such notice,defivering use of ihe Property needed tor purposes of this Agreement shalf not paymeN to the Company in ihe caresponding amount set forth in be unreasonably dlstuibed. The location of the Equipment is as ihetermination schedule in Exhibit Q,based on Ihe then-current year described in h it A wllh the EV Stations located wllhin the of the Tarm.The City may also terminate this Agreement il:(1)within parking spaces identifled in Exhibit A jthe"Parkinq Spaces"]. Any one(i)year from the EHective Date the Company taEls lo secure UL change to the location af t�e Parking Spaces,as reflected in Exhibit certificatlon far lhe lift charging stations,which have been modified A,shall requlre the prior wrltfen approval of the Cfty Manager. In the ta lift In the event of flooding;or(2)withln ona(1)year from the event that Campany, in Its sole discretion, delermines thal an Effeclive Dale the Company doas nol file for the master parmii to easement is necessary tor the sole purpose ot cannectir�g the commence conslruction and Vnstallafion ol the charging statlons;or Equipment to Ihe electrical grid, lhan the Cily shall agree to granl �3)within;wo(2)years fram the EKeclive Date,tha Company fails to Company a non-exclusive easement, in a mutually agreeable instaU and operate ali of the charging slallons at 1he Properry.Upon locatfon In, on, over, under, through and across a porfian of the any such termina�ion by the City,nelfher Party shall have any further Property to be Identified and agreed hy the Parties in the form liability or obligation to lhe other Party{excep!as set lorlh in Sections attached hereto as xhibit C. No advertising is perm(tled on tha 9 and 18 below), As re(erred to in tMs Sectlon,lhe"dale in which Parking Spaces or the Equlpment. FPL signage, as set faRh in commissloning tor the Equipmenl Is completetl"shall mean lhe date Exhibit B•or eny other signage approved to indicate the availability in which all ot the Equipmenl on the Properly is installed and of Ihe electr(c vehicle charging services al the Properfy and any oparationai, FPl shall provide the City wilh wrilten notice of the branding on tha Equfpment shail no! be considered advertising. commissioning date. Users of Ihe Parking Spaces wil!be required la pay ihe City parking fee tha!is normally charged at the Property to park iheir vehlcle a!a 3. Cao�erationlLiens/TaxeslRecords. In general, the general parking space. Pariies agree tocooperate to achieva the purposes and intent of this Agreement, The Ciry,in its propnetary capaclty,shall cooperale as necessarywlih Company(at no cost to the Clty)in Company's eflorts 2. jg�, Subject to lhis Section 2, the iniNal term of this to obtain all permits, licenses and approvals necessary tor the AgreemenE shall terminata on the tenth(10�^}anniversary of the daFe instaliation and eperat{on of the Equipment, subject to Company on which commissioning for the Equipmenl was completed compfying with all appficable City regulatory approvels and ("Commencement Data")(the"Initial Term"),and unless terminated appNcabfe Laws, as de�ined in Sectfon 23(A}. Company wifl not earlier as herein provided,shall automatically renew on a yearto- permlt any lian against the Properfy including, without Ilmilatlon, year basis afler the Initial Term untll the thirteenth(13'�)anniversary mechanlds liens arlsinq from lhe Insfallation or operatlon o(the oI the Commencemenf Date(each year,a"Renewal Term,"and each Equipmen�. Company shall(i)pay any personal praperty tax which is attributable io Ihe EQulpmenl, and (il)be the sole recipient and .�. 1 � Ibeneficiary of any and alf such federal andlor slate lax credits,end 8. Insurance, Company wlli malntain at ail times during the other financial incentives arising from ihe fnstallatian andior Term, the following insurance: (a� commerciai general lia6ility , operation of the EquipmenL The Cityis exempttrom paymentof real Insurance with limits ot One Million Qollars ($1,060,000) per proparfy andlor ad valorem taxes on the Property, In the event any occurrence com�ined single tlmit for bodily in�ury and property ad-vaforem taxes are assessed egainst the Property es a result of damage;@}business automobile liability insurance wNh limits of One CamQany's operelion o1 the Equipment or use oi the Properly under Miilion Dollars ($t,d00,000)for bodily Injury and property damage; this Agreement,then in such case,Company shal�be responsible for and(c}workers'compensatlon insurance in compliance with Florida the incremental increase in taxes on the Property atiributable to statutes, Such policy or policles shall be issued by companies Company's use and accupancy ot the Property for the purposes authorized to do business In the State of Florida wilh a minimum A.M. permltted under this Agreement;provlded,however,Company shall Best flnancial rating of"A-Vil". Company has the nghl to meet the not he responsible far any taxes attributable to improvemenis insurance designated in thls seciion through any combination of self• installed by the City or others on!he Property.The right to access Insuranca,primary or excess coverase. Each Party,for itself and its and use of the Gty's eEectrical system(s)includes(or purposes of respective insurers,waives any right ta assert any ciaim egainst the powering Company's computer equipmenl used in monitonng tha other Party to Ihe extent such clairn is covered by the walving Partys elecincity dispensed from the Equipment and record system data to insurance. Each Party shall waive ali nghts a(subrogation o( its evaluate cherging behevior, The Cily understands and respecGve insurers. acknowtedges that Company andJor its contractors will gather deta The CiEy seff•insures(or liahilkty claims pursuanl lo a self-Insurance and intormation Irom the Equipment wifh respect to vehicle charging �und,as permilted under�lorida Statuies 5ection 7fi8.2B. As such, activity,vehicle usage end technicel performence of the vehfcle and in compliance with and subject to limiiations oi Florida Statutes Equipment("�ata and Intormatlon"), Company shalf own al!rights to Sections 768.28 end 440,69,provisions have been made in Ihe City such Data and Information. Company shall provide the Ciry with an to process any claims that may arise and the same protection will 5e online dashboerd,providing ihe Cily with such Dala end Informetlon aHorded as wouid 6e provided by a policy of insurartce. releting fo each EV Statlon on ihe Properly("Ciry's Data").The Ciry shall be free to discfase the City's Data to third parties wittrout 1he 9. Indemnification, Each Party(Ihe"Indemnifvina Partv"1 prior conseM of Campany, The City shall use commercielly sha0 indemni(y the other Party(the"tndemnified Partv")Irom and reasonable eHorts to permit Company's customers to use the against a11 losses,clalms,damages or expenses,Including aqorneys' Equipment on the Citys Property on a 24 hours-a•day, 7 days a fees,incurred bythe Indemnifed Parry in conneclion wilh any claims week,365•days a year basis. for persanai fnJury or death to persons entl damage to property 4. Pavment tor Electrlcitv. Company is responsible tor (induding environmenEal damage) ensing undet this Agreement paying all consumption costs (or electricity dispensed from the during ihe Term,to the exteni ansing irom the negligence or wiliful Equipment. misconduct of the lndemnYying Party, ils agents, empbyees, representatives, contractors, af(iliafes or sub•contraclors. The S. Charae lor Use of Eauiament The Ciiy acknowledges foregoing City's obligation shaii be su6ject to ihe limilation on the � and agrees ihatCompeny will directiy charge users ol the Equipment City's liability,as set torth in Sectlan 768.28,Florida Statutes.SuCject for use o(the Equipment pursuant to!he then-appliceble tariff rate, ta the ne�R sentence,neither Company nor the City shall be liabie to 6. Interference, During the Term, the City shall not the other tor consequential,specfel,exemplary,punitive,indirect or Interfere,or ceuse or permil to be ceused any Interferance,with the incidenta!losses or damages oi for any lass of use,cost of capital, Equipment, for purposes of this Agreement, "fnlerfere" and �oss of goodwill,lost ravenues or loss of profil,nor shall any pareni, "Interlerence" shall mean interference wlth Companys use, subsidiary, aNillate or employee of either Party have any liabitily opereNon,access,meintenence or repairo(the Equipment including: under this Agreement, end Compeny end the City each hereby (a)sub�ect eny portlon of the Equipment to any iien or encumbrence releases the ather and each o1 such persons and entilies from any unless the holder ihareof delivars a non-dislurbance agreemenP,and such fiabiGty. (b)sale,iransfer, assignment, lease or sublease any portion of the In no event shali the eggregate demages payable by a Company tor Property other than subject to Ci1y's rights hereunder.During eny a tort related ciaim exceed?hree Hundred Thousand U.S. Dollars work occurring at the Property by!he City or authorized by the Ciry �$360,400.00). ("City Prolecl"1, the City shall�sa commercialiy reasona6le eHorts to evoid unnecessary Interlerence with the use of the EV Stetions. The Par!ies desire to enier into this Agreement,only if so dang, 1. Maintenanca of Eauiament. The Eguipment, including each Party can place a limit on sts UabNity for breach of contrac! the EV Stations,shall be mafntained by Company in working order. (excluding ro�t cleims),so that its lie6ilityforbreach of cantract never Company shall aisa use commerclally reasonable efforts to maintain euceeds the sum of One Hundred Thousand{$100,000.00)Doflars. the EV Stations free ot graAiti and,at minimum,in a manner that is Nelther the foregoing paragraphs nor any other provision coMained consistent with industry slandards. Company wiil also provide the in this Agreement sheli be construed or interpreled as a waiver ot the Citylpublic with contact information to request maintenance or Clty's sove�eign immunity and the limits estabNshed in Section repairs as needed.In 1he event thal an EV Station is not oparational 768,28,Florida Statutes.This section shell survive Ihe expiralion or far a continuous period of ninery;90}calendar days,(ha CIIy shall be earlier terminaiion oi this Agreement. permitted to place e cover over the inoperable EV Slefion and place 10. Eouipment to Remafn Personal Property of Comaanv. signage et the related Parking Space, indicating that Ihe Parking The Equipment is and will remain the property ot Company, its Space Is evaiiable(or parking purposes exclusively,untit such time successors or assigns,regardless of its use or manner ot aiiachment as Company commences tha repairs al the Parking Space, ro the Property,subject!o the provisions of Section 98(Removal or -2- Sale at End of Term). The Clty agraes to execule such further Attention: Parking Department Director dacumentation as is reasonab{y necessary to ensure ihat the With a copy lo: Equipment does not consti�ute,and Is not deemed to be, a fixture atleched lo the Properly. Company shell be respansibie tor Insuring City of Miami 8each,Florida or self-insuring Iha Equipment for any catastrophic, accidental or ��00 Convention Cenler Drive alheriosses. 11. Re.presentations. Each Party represents and warrants�o �'ami Beach,Florida 33139 and covenants with Ihe other Party thal:(a)such Party has full right, Atlention: CAy Manager power and authorily lo executs ihis Agraemenl and Ihal Ihis with a copy fo: WiqiamMacdonald@miamibeachfl.gov Agreemen!shall bind and benefit the Parlias and their respeclive successors and assigns; and (b} such Party's execution end To Com,panv:To the UP of Deve�opment at the address set torlh in performance oi this Agreement will not viola�e any taws,ordinances, the Preamble above with an e•mal!copy to FPLEVolutionno.fol.com. covenan�s or other agreement binding on such Parry. Add'+iionaily, the City rapresents and warrants to Company thal it has good and unencumbered tiqe to ihe Properry efther(ree and clear of any liens, martgages ar other encumbrances,or i1 any lien,mortgage or other ancumbrance exisls,then such lien,mortgage or other encumbran�e (or any known environmental restrlction� will nat prevent the performarce o1 this AgreameM or burden or encumber the Equipment. 12, Default. An"Event of DetaulC'means thei a Party fails ta Nlly perbrm eny of Ils covenants under this Agreement within sixty (60) celendar days after such defauliirtg Party receives wntlen notice oi such default from!he non-defaulfing Party;provided,howevel,if such defauN cannot reasonably be cured within such sixty(60)day time parlod, defaulting Parry shall not be deemed 'm default hereunder if defaulling Party has commenced lo cure such default wllhin said slxly(60}day iime period and Iherea(ter continues wilh diligenca to complete lhe cure of such default. 13. Remedies. Upon an Event of Default as set lorth in S c' n 12 e non•deiaulling Party may(i`exercise any remedy that such non-detaulting Party may have at law or in equiry. and (iii lerminale Ibis Agreement upon 30 days' prior wrilten noilce it the delaulting Party has nol cured such detault by�he expiration ot!he cure period established in Section t2 abou8. Notwilhstanding ihe preceding sentence,the City may not per(orm any right oi obligation of Campany under Section t or take any oiher a�tlon tha�relocates or physically alters any o(the Equipment. 14, Assfanmant. NeifherParryshallassignthisAgreementor any interest herein without the prlor written cansenl of lhe olher Par�y; rovide that the Parties acknowledge Iha�Ihe Equipment may be covered by Campany's utiliiy financing structure, 15, N Ices All notices, demands, requests, consenls, approvals and othar instruments requl�ed or permiifed lo be given pursuant to lhis Agreement shall be in writing,signed by ihe nolifying Party,or a�cer,agent or attorney ot lhe notitying Pariy,and shall be deemetl to have 6een e(feclive upon delivery it served personally, including but nat limiled to delivery by massengar,overnight courier service or by overnight express mail, or on the thfrd(3�a)business day aiter posting il sent by registered or cerlitied mail, postage prepaid,retum receipl requeslad,and addressed as(ollows: To he C' �To Ihe address set forlh in�he Preamble abave, Cify ef Miami 6each,Florida 1704 Convenllor Cenlar brive Mlami Beach,Florida 33139 -3- � 16. No Guarantees or Warrantles. NbTWITHSTANDING ' ANYTHWG TO TNE CONTRARY HEREIN, THE PARTIES ACKNOWLEDGE THAT COMPANY IS NOT PROVIDING ANY GUARANTEES(INCLUDING GUARANTEES OF PERFORMANCE) OR WARRANTIES OF ANY KIND, WHETHER STATUTORY, EXPRESS, OR IMPLIED (INCLUDlNG ALL WARRANTIES OF MERCHAN7ABILITY AND FITNESS FOR A PAR7ICULAR PURPOSE,AND ALL WARRANTiES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE),UNDER THIS AGREEMENT. 17, Additiona4 Eauipment. Company's rights under this Agreement are not exclusive;however,in the event the City desires to have Instalfed on the Property additlonal level 3 or higher fast charging electric vehlcie charging and related equipment ("Fast Charging EV Stations"), the City shall notity Company,in writing,of such desire and Company shaN,withln 30 days after the receipt of such notice, noti(y the City in writing of the terms and conditions pursuant to which Company is wii�ng to so Instalf such additionai Fast Charging EV 5tations on the Property, If the Parties cannot agree on the terms and conditions fw instailing such additional Fast Charging EV Scations within 60 days afler the City's receipt of Company's terms and conditions,then the City may engage a third- party to so install such adtlitional Fast Charging EV Stations; rop vided, however, lhe City, as permitted by law, shall use commercially reasonable eftorts to share or cause the third party ta share any data and fnformation whl�h ihe City recefves from such additional Fast Charging EV Stations with respect to vehicle charging aciivity,vehicle usage and technical performance of the vehicle and such Fast Charging EV Statlons. For the sake of clarity, the toregang limited right of tirst retusal shall only apply to the addition of Fast Charging EV Statlons on the Prope�ty,and shall not apply to any other slower performing electric vehicle charging station,such as a level 2,orto any olher City property which is nat covered by the scope of this Agreement. 18. Removal or 5ale at End ot Term. Within ninety(90)days after the expiration ot the Term or eariy termination of the Agreement, Company shalf,in Its sole discretion,elther(a)remove aN charging statlons Installed by Company at the Property under this Agreement at Company's expense or(6)agree to sell such charging stations to the City on terms and condilions mulually agreed upon by the Parties, In the event of removal of all charging stations, including failure to reach agreement under subsectlon(b),or removal of an Individuai EV station,Company shali,at Company's expense,retum the area where the Equipment was located to a condition suBstantially similar to prior to the instailation of the Equipment, except for (1) any transformer, underground (ntrastructure and concrete equlpment pad(s) Installed pursuant to this Agreement (which may 6e left in place); and (2) ordinary wear and tear. Company shall not be obiigated to replant trees or shrubs in conneciion with the foregoing oblfga6ons. Company's obligation to observe or perForm this covenant shall survive the expiration or other terminafion of this Agreement. in the event that FPL faiis to timely remove the charging stations,ihe Cfty shall be permitted to place a cover over each EV Stalion and plaoe signage at the related Parking Space, indicating that the Parking Space is availahle (or parking purposes exclusfvely,until such time as Company removes the EV Stations. 13- i i i 19, Inspector Genera!Audit Riahts suppliers,all projed-related correspondence,memoranda, , insttuctions,fmancial documents,constructfon documents, � (A) Pursuant to Section 2•256 of the Code of the Ciry of Miami (bidlproposal) and contract documents, back-change Beach,the Clty has established the Ofiice of the Inspecior documents,all documenls and records which involve cash, General which may,on e random basis,perform reviews, trade or volume discounts,insurance proceeds,rebates,or audlts,Inspections and invesqgatfons on all City contrects, dividends recefved, payroll and personnei records and throughout the duratian of sald contracts. This random audit is separate and distinct from any other audit suppoRing documentation for the aforesaid documents performed by or on behalf of the City. and records. (B) The ONice of the lnspector Generai is authorized to (E) The Company shall meke avaitable at its office at ali investigate City affairs and empowered to review past, reasanable limes the records, materials, end other present and proposed CNy programs,accounts, records, evidence regarding the acquisitlon (bid preparation) and contracts and transactions. In addition, the Inspector performance of this Agreement:for examinalfon,audit,or General has lhe power to subpoena wiinesses,administer reproduction,until three(3}years after final payment under oaths,require the production of witnesses end monitor City this Agreement or for any langer perfod requlred by statute projects and programs. Monitoring of an existing Ciry or by other clauses of Fhis Agreement.In addition: project or program may include a repor� conceming whether the project is on tlme, within budgeS and in i. If this Agreement is completely or partially conFormance with the conhact documents and applfcable terminated, the Company shall make available law.The tnspector General shail have the power to audit, records relatlng to the work terminated untli three investigate, monitor, oversee, inspect and revfew (3) years after any resulting fina( termination operations, activities, perfoRnance and procurement settlement;and process including but not Ilmited to pro}ect design, bld specifications, (bidlproposal) submittals, activltfes of the li. The Company shall make avallable recor6s Company, its o(ficers, agents and employees, lobbyists, relating to appeals or to Ntigation or the settlement o(claims arising under or relating to City staff and eleded oNicials to ensure complience with this Agreement until such appeals,litigation, or the cont�act documents end to detect fraud and corruption. cfaims are finally resolved. Pursuent to Section 2-378 af the Ciry Code, the City is ailocating a percentage of its overall annual contract expenditures to fund the activities and operations of the �F) The provisions in this secUon shall appiy to the Company, its officers, agents, employees, subconfractors and OKce of Inspector General. suppliers.The Company shall incorporate the provisions In this section In afE subconlracts and aVl other agreements (C) Upon ten (10} days written notice to the Company, the executed by the Company in connection with the Company shail make all requested records end documents performance of this Agreement. avaflable to the Inspector General for Inspectlon end copying.The Inspector Generaf is empowered to retain the (G} Nothing in this section shall impeir any independent right services of independeni private sector auditors ro audit, to the Ciiy to conduct eudits or investigetive activitles.The prov(slons o(thls section are nelther intended nor shell they investigale, monitor, oversee, inspect and review be construed to impose eny llability on the City by the operetions ectivities, performance end prucurement Company or third oa�ies. process including but not limited to project deslgn, bld specificetions, (bidlproposal) submlttals, activities o(the 20. Force Maieure Company its aKcers, egents and employees, lobbyists, City staff and elected officials io ensure compliance with �q� A"Force Majeure"evenl is an event that(i)in fact causes the cantract documents and io detect fraud and corruption. a delay In the performance o(the Company or the Clty's obligations under this Ag�eement, and (ii) is beyond the (D) The inspector General shalE have the right to inspect and reasonable control of such pariy unable to perform the copy a!I documents and records in the Company's obligation,and(iii}is not due to an intenlional act,error, possession, custody or contral which in the lnspector omission, or negligence of such party,and�Iv)could not General's sole )udgmenf, pertaln to performance o(the heve reasonably been foreseen and prepared(or by such oartv et any time prinr ro the occurrence oi the event. contract,including,but not limited to originel estimate files, 9ubject to the toregoing criteria, Force Majeure may change order estimate files, worksheets, proposals and include events such as war, civif insurrectlon, riot, fires, agreements from and with successful subcontraclors and epldemics, pandemics, terrorism, sabotage, explosions, -5- i � j embargo restrictions, quarantine restrictions, subcontractor, the subconlractor must pravide the transportauon accidents, strikes, strong hurncanes or Company with an a�davit steting that the subcontractor i tomadoes, earthquakes, or other acts of God which does not employ, contraci with, or subcontract with an prevent performance. Force MaJeure shall not include unauthorized alisn, Campany shall maintain a copy of technological impossibility or failure to sscure any of the such affidavit for the duretion of the contract or such other requfred permits pursuant to this Agreement. extended period as may be requlred under this Agreement. (B) (f the City or Company's performance of its contractual 22. Companv's Compliance with Florida Public obiigations is prevented or delayed by an event believed Records Law by to be Force Majeure,such party shall immediately,upon leaming of the occurrence of the event or of the Company understands that the pubfic shall have access,at aU commencement of any such delay,but in any case within reasonable times,to this Agreement, subject to the provisions fitteen(15}business days thereof,provlde notice:(l)of the of Chapter 119,Florida Statutes,and agrees to allow access by occurrence of event ut Force Mejeure,{ii)of the nature of the City and the publle to the Agreement subject to discfosure the event and the cause thereot, (iii) of �he anticipated under applicabie laws. impact on this Agreement,(iv)of the anticipated period oi the delay,and(v)of what course of action such party plans 23. Mlscellaneous. to take in order to mEtigate the detrimental effects o(the event. (A) Comaliance with Laws. Each Par�y shall perform its obligations under this Agreement in accordance wilh ail applicable codes, laws, rules, regula�ions, orders and ordinances of federal, (C) No party hereto shali be tiable for its failure to carry out its state, regional, locai and mun'rcipal governmental agencies obligations under this Agreement during a penod when (colleGively,"Laws"), such party is rendered unable,in whole or in part,by Farce Majeure te carry out such obligaGons. The suspenslon of (8) AmendmenUConsents. No modification, wafver or any of the obligations under this Agreemeni due to a Force amendment of this Agreement or of any of its conditions or provisions MaJeure event shall be af no greater scope and no longer shall be binding upon a Party unless in wrfling signed by that Party. duration than is required.The party shall use its reasonable . The City Manager, on behalf of the City, shali be authorized to best efforts to contfnue to perform Its obligations hereunder execute any amendments to this Agreement,unless the authority has to the extent such obligations are not affected or are only been expressly delegated lo the City Commisslon herein, The City's partially affected by the Force Majeure event, and to Parking birector shall be the Ciry Manager's designee for purposes correct or cure Ihe eveni or condition excusing of administering this Agreement on behaff of the Ciry. performance and olherwise to remedy its inability to perfarm to the extent its fnability to perform is the direct (C) Governing Law; Walver of Jury Trlai. This Agreement result of the Force Majeure event with all reasonable �all be subjec�to and governed by lhe(aws of the State of Florida, dispatch, without regard to its contlict of laws pnnciples.The Partles agree that any action or proceeding arising out of or related in any way to this (Dj Obligations pursuani lo this Agreement that arose before Agreement shalf be broughtsalely in a court o(competentjurisdiction the occurrence o{ a Force Majeure event, ceusing the �n the State of,Fionda.EACN OF THE PARTIES HERETO HEREBY suspension of performance, shall not be excused as a KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES result af such occurrence unless such accurrence makes THE RIGHT EITHER OF THEM MAY NAVE TO A TRIAL BY JURY such performance not reasonably possfble, IN RESPECT OF ANY LITIGATION BASED HEREON,OR ARISING OUT OF,UNDER OR IN CC}NNECTION WITH THIS AGREEMENT. 21. E-Veri (D) Severabitity; Counteraarts. PublfciN. ShouW eny provision of this Agreement be held, in a final and un-appealable decision, to be either invalid,void or unenforceable,the remaining (A) To the extent that Company provides labor, supplies, or provisions of this Agreement shall remein in fuil torce and effect,and services under this Agreament, Company shall comply Ihe Parties shall negotiate in good falth to restore inso(ar as with Section 448.095, Florida Statutes, "Employment practicable Ihe benefts to each Party that were a(fected by such Eligibility" ("E-Veriy Statute°), as may be amended from ruling. This Agreement may be executed in counterparts, which time to time. Pursuant to the E-Varity Statute, �ogether shall constitute a singie fnstr�ment.Neither Party shall issue commencing on January 4, 2021, Company shall register any press release without the prior wrl!!en approvai of the other with and use the E-Venfy system to verity the work perly,which approval will nof be unreasonahly w(thheld or delayed; suthorfzation status of ail newly hired employees during provided that general adverifsing that re(ers to a"paKnering'(or other the Term of this Agreement. Additionally,Company shall terminology of similar import}of either Party with the other Party for expressly require any subcontractor performing wo�k or the purposes of any of the transactions conlemplated hereby,shafl providing services pursuant to th[s Agreement ro likewise not be subJect to fhe provislons of�his subsection. Filings required ukilize the U.S. Department of Homelartd Security's E- by applicable law for any regulatory authority shail,by itsel€,not be Verify system to veri(y the empioyment eligibility of all new deemed to vlolate the preceding sentence. employees Mred by the subconlractor during the contract Term. if Company enters into a contract with an approved -6- i , IN WI7NESS WHEREOF, Ihe Parties have caused thls Agreemenl to be executed by Ihair respective duly authaized oflicers as o(ihe date iirst above wrltten. City: Clty of Mfami Beach, Company (Florida Power & i Florlda Light Company): — Bv:___ � i ; • By, By� Name: Eric T.Carpenter �l Name: �l'���'1 Ol,��1t'Q.. Title:City Manager � 7itle:��C�C (�{�S�D�IJr /'-7 �� ; ' � 7' 21?5 KEILA MENA ��ISSI S-Ks y�l�-� , ,,,, t�������c, _^ . , :�.�. �,;��ti'; `�N���o��,�,'r`Ea': ��-�: a��: .,;;�: -�,;� �- ..,,L;_- c;_; Z�, APPROVED AS TO FORM& LANGUAGE _7. &FOR EXECUTION � t�"� � � Ci1y Attorney�'1� Dore "f i � CMB 6.26.23 Exhibit A—Location of Equipment Properly Address:401 Alton Rd.Miami Beach`FL 33139 Number of Spaces Uo to! 4 !spaces,as mo�e particulariy descrlbed In the attached skefch ;�+` �':�. -�r�r �,�:�'iF'�.'``,� �:-�- -; � ,. ..r ^ „ , �;� ,�:: — -� � :.�c.'� �,. r'�" ;7.< " �� ,t �, :.l� p � �r i r. �.* i . .'' � .�{"�''S�"� 1 z` ` ' ti '�1 i ' � \ ' • ,�,.•;�,� t. ��� ; r ' ��1 � ,� � �".�� ^', ° .,,.., .r � "R� } _�} y fi � _ .._ � �� ' + � ` �11;y; ��'�R'al!!'1�I �i�a a � _ P �° _.�... .-�.���' � .���ir�k'� ���-�...i .�,�., iA .�z . _ t - �r, F.!'. .�� �.i r�YiS Y ^1 ::�f ' :`Y :}�j^, F � ! . ��r� . . . �: . ,y- , �',. r r`,. +..� �� i.�y,'.�, i , +�w r,'s . . .`:' ._.. __ . '1, . -�•►�. '4 . ...'....... .. ___.___ _,. .r .•t`L'L'�Llli�U��i(II)�l I Ct��II��CI�iU illt,'G�(f Ci��M('�UUJ Lt)f'.0 I��i;'.1�IQ:�7L�IllJ ...._..�'---- =� /� _1 ""'^'r ��� � '�� � \��� 361nehs. \ aaua�.a�N.e�,w� G�rew.en.r�y�mci.are� • �N/p��. 1�'/�, Nt�m�la��wVN1�n+Yn4wT d� w..n,aw v.i.u.r.a. �.' cerya�m,a..��w.a�M+,e�a `� � � , ` ,\ . oe�.,uswu� a.oe.�wNe��Hsine, �� � \ lnq�uLwa .__"_—_."_____�..:�_. _\� � lliaho� � fi} , `__--..._._ _. ._� L :---.__..__.��.:::_--_-<-_-. `.-�� ��,�.,.�,,, .�,,..,��, --17H�ch�a� -8- I � Ezhibit B—Form of Signage I � � • � � '�pPL EVQIUTION, Parking Stall Signage(-12"x-1 S") _ __------------- -- --.. _ ___� �iectric Vehicle Charging Parking Stall Striping -9- i � � CMB 6.26.23 Exhibit C—Form of Easement Agreement workRequestNo. UNDERGROUND EASEMENT I Sec._,Twp_,R9e_ (BUSINESS� 71ds Instrumenl Prapare By Parcel i.D. Neme: _ (Maintalned by Courtly Appraiserl Co.Name:� Address: The undersigned, in consideration of the payment of$9.00 and other good and valuable consideraQon, the adequacy and rece�pt of which Is hereby acknowled�ed, grani and give to Ftorida Power & Light Company, its afffliates, hcensees, agents, successors, and assigns ("FW.."), a non- exclusive easement forever for the constructbn,operailon ana malntenance of underground eledr� utlllly facliities (including cables, conduits, appurtenant equipment, and appurtenant above ground equipmentJ to be instafled from time to time; with the r"�ght to reconstruct, improve, add to, enlarge,change the voYage es well as the size of,and remove such faoilltles or any of them wlthln an easement described as follows See Exhibit"A"("Easement Area") Together with the rIqht ta permit FpL to attach or place wlres to or witNn any(acliltles hereunder and lay cable arxi condult wktF�in the EasemenfArea and to operate the same For FPL's communlcations purposes fn connectlon with eiectrfc service;the right of ir�q ress and egress to ihe Easement Area at all times; the ri9ht to clear the land and keep It cleared of all trees, undergrowlh and other obstructions wfthln the Easement Area;the rlgfit to trim and cut and keep trimmed and cut all dead, weak, Ieaning or dangerous trees or timbs outside oF the Easement Rrea whfch might interfere with or fail upan the lines or systems of communicaiions or power Vansmission or distribution;and turt�er grants,to the fuliest extent the underslgned has the power to grant,if at all,the rights hereinabove granted on lhe Easement Area,over,along, under and across the roads, streets or highways adjolning or ihrough said Easeme�t Area. IN WITNESS WHEREOF,the undersigned has slgned and sealed this instrument on ,20_ Slgned,sea(ed a�d dellvered In the presence oF: Gitv of Miami Beach i ss 8 e $Y Print Nama: i ness PriM Name: Pnnt Address: Pr.k Title� Print Address: ness igne uro Print Name: (W�NB55) Pnnt Adtlross: STATE OF FLORIDA AND COUNTY OF MIAMI-DADE. The foregoing insUument was acknowledged before me by�) phyeical presence or � ] on-lir.e notarization, this day of 20_, by the of the Cfty of Mfamf Beach, who Is personally known to me or has produced as identification, and who did (did not)take an oath. (Type M Idenllficetion) My Cortmission Explres: Notary Public,Signalure Pdnt Name -10- i I Exhibit�—Amortizatlon and Te�mination Schedule The"Equipment"(ncluded In the lermination tee lncludes power inverters,interconnectlonequlpment,electrical wiring, underground conduit,wire and cable management systems,electric vehicle charging stations("EV Stations"),and electric meters,.The termination fee also includes the instatlatfon cost of utility infrastructure,The transiormer wfll remain properly of FPI. Year of 7erm as ot Terminatiort Terminatlon Payment Amount � 750,000 � 675,001 3 600,000 4 525,0�1 5 375,001 — s ---- 300,000 7 225,001 8 150,000 9 75,001 �� 33,2d9 _j�.