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Electric Vehicle Charging Equipment Agreement between Florida Power and Light Company and the CMB having a location at 2660 Collins Ave, Miami Beach, FL 33140 2,(�z3- �� (� CMB 6.26.23 EIECTRICVEH(CLE CHARGING EQUIPMENTAGREEMENT Thie EIECTRIC VEHICLE CHARGING C-QUIF'MCN7 AORE[MENT("AqreerneEiC')is nra�ie lt�is_,day of_ _, 2025 ("E�fective Date"1,by and belween Ehe City o(Miami 8each,Florida,a Fforida municfpal corporation(ihe"Cily"),wilh its o(�ce located af 1700 ConvenHon Center Drive,Miami Beach,F;orida 33139,and having a iocation at 2660 Collins Ave,Miami Beach.FL 33140_(lhe'Pr ert " and Florida Power&Light Company,a Ftorida corporation "Com en " with en address al 700 Universe Bivd CEAlJB,Juno Beach,Ft, 3340fl. The City and Company are sometimes individuatly referred to herein as a"Partv'and colleclfvely as the"Parties.' WHEREAS,Company desires to instalE and own eleclric vehicle charging and relafed equipmenl,including electrical power inverters, inlerconne�tion equipment,electrlcal wiring,underground conduif,wire and cable management systems, electric vehicle charging stalions ("EV Statlons"),electric meters,metering and switch cabinels,and power distribufion boxes{the"E ui meni" on lhe City-owneq PropeAy,as more particularly descrlbed in ExhlbitA,attached hereto,and fhe Clty desires to have the Equipmenl inslalled and agrees to permit Company lo ulilize the Properly upon lhe lerms and condlllons se1 forlh below. NOW THEREFORE,in cons6deraUon o(ihe mutual promises contained herein end loi olher good and valuabie consideretion,ihe receipt and suHiclency of which is hereby acknowledged,the Parties herebyagree as follows: 1. Use. During the Term,the City agrees that Company may Renewal Term logether with�he{nitial Term,lhe"Term"�provided, use Ihe Property for the purposes of, and has the sole rigM (at If either Parly efects not to renew Ihis Agreement(or a Renewal Company's cost and in Company's sole discretionJ of,construcGng, Term,lhen such Party must give a wniten notice of ferminaGon lo khe inslaUing, operating, inspecling, maintaining, servicing, repairing, other Party at least 90 days prior to the expiration of!he fhen•cwrenl enlarging,mod'+fying,removing (at any time),testing and repiacing Inifiai Term orRenewai Term,as applicable. In the even!such rtotice the Equipment and any additionel equipment required to tlispense is delivered,no furiher automalic ienewals or exlensions shall occur electiicity to charge elecUfc vehicles, logefher with Ihe fofiowing and this Agreement shall lerminate at Ihe end o►the Ihen•existing rights:(a)the righl of ingress and egress 24 hours-a-day,7 days a Initia)Term or Renewal Term,as appliceble. The Company may week; {b) the right, at Company's sofe cost and expense, to terminate thfs Agreement at any time and for any reason by giving paintlstripe and to install signage (in either case, in a manner 30 days'prfor writlen notice lo!he City and upon such ierminalion, subsfanllaliy similar to the form atfached hereto as Exhibit B on and neilher Pariy shall have any further liabilily or obligation fo the ofhar around ihe Equipment;provided, however,fhat any change to the Party(except as set fotth in Sectlons 9 and 18 below).The Ciiy may proposed Exhibit B shafl require the prior writfen approval of tha City terminate lhis Agreement at any time and Ior any reason by (a) Manager's designee,es idenlified in Seclion 23(B)which approval dellveiing one-hundred 4wenty(120}days'prior writlen notice to the shall not be unreasonably wilhheld or deiayed;and(c)Company's Company and (b) contemporaneausly wllh such notice, deliveting use of the Property needed tor purposes of Ihis Agreemenl shall not payment to the Company!n the cairesponding amount set torth in be unreasonably dislurbed. The location of Ihe Equipment is as the termination schedule in hi61t D,based on the lhen-current year described in khibit A with the EV Slations located wilhin ihe of the Term.The Ci4y may alsoterminate this Agreement iL(1�within parkingspaces identlfied in ExhibftA(the"Parkina Spaces"1. Any one(i)year(rom Ihe Effective Da1e Ihe Company fails to secure UL change to the location of►he Parking Spaces,as reftected in Exhfbit certiflcalion tor the lift charging stathons,whlcfi have been modif�ed A,shall require the prforwritfen approval of ihe City Manager. In the to lift in fhe event of(looding;or(2)wllhin one (1)year trom the event that Company, in ils sole discretion, delermines Ihat an E�ectfva Dale Ihe Company does not file for Ihe masfer permit to easement Is necessary (or fhe sole purpose of connecling fhe commence construcEion and insfallation ot tha charging stations;or Equipment lo the electrical grid,then ihe Cily shall agree to granl (3)within two(2)years from the EHective Daie,lhe Company(ails to Company a non-exclusive easement, in a mulually agreeable irutall and operate all of the charging sfations at the Property. Upon locaUon in, on, over, under, through and across a porlion af the any such terminaUon by the City,neither Party shell have any further Properly lo be ideniified and agreed by the Parties in lhe form liabilily or obligation io the other Pariy(except as set forth in Sections attached hereto as Ezhiblt C. No adverlising is permitted on the 9 and 18 below). As referred to in Ihis Seclion,ihe'date in which Parking Spaces or the Equipmenf. FPl signage, as set torth in canmissioning for Ihe Equipmenf is compieted"shall mean Ihe date Exhfhit 8,oi any other signage approved!o indicate t�e availabllity in whlch all of Ihe Equipment on Ihe Property is installed and of lhe e(ectric vehicie charging sen^css at Ihe Properfy and arty operalional. fPL shall pravide the City wlth wrilten nc:ice of the branding on �he Equipment sha(i not be considered advertising, commissioning date. Users of the Parking Spaces wiil be required to pay the Cily parking fee that is normally charged at the Property lo park their vehic(e at a 3. CooperatfonlLienslTaxeslRecords. in general, the general parking space, Parties agree to caoperaie lo achieve the purposes and inten�of this Agreement. The Ciry,in lfs proprielary capaclly,shall cooperate as necessary wlth Company(at no cost to the Cily)in Company's effo�ts 2. Term. Sub�ect to Ihis Secfion ihe initial lerm of Ihls to obtain all permits, lice�ses and approvals necessary for Ihe Agreemen!shafl terminate on Ihe tenth(10�)anniversary of ihe dafe insta�ation and operation of ihe Equipment, subJect to Company on whlch commissioning for the Equipment was compfetetl canplying with al! appliceble City regulafory approvals and ("Commencemenl Dale")(!he"Initial Term" and unless ferminaled applicable Lews,as defined in Section 23(A). Company wil!not ear8er as herein provided, shall automatically renew on a year-to• permit any lien againsi lhe Properly '�nciuding, wilhou� limitafion, year basis after the Inilial Term until the thirteenth(13�"}anniversary mechanlc's Ilens arising from the installafion or opera0on of the of the Commencement Dale(each year,a"Renewal Term;'and each Equipmeni. Company shall(i}pay any personal property tax which is eftribulable to the Equipment, and(il)be ihe sole redpient and -1- benelic(ary ot any and all such lederai andlor state tax cradits,and 8, insurance. Company will maintaln al all times during!he othe� financiai incenlives arising from the InstallaUon andlor Tarm, the foilowing insurance: (a} commercial general lia6ility operatlon of the Equipment. Tha City is exempt hom payment of real Insurance w(th Nmits of One MiVion Dollars ($1,000,000} per properry andlor ad valorem taxes on the Property. 1n the event any occurrence combined sing�e ilmlt (a bodily injury and pronerty ad-vabrem taxes are assessed against the Property as a result of damage;(b�business aulomobile liabiliry lnsurance wilh limits o(One Canpany's opera�on of lhe Equipment or use of the Proparty under Million Dollars (a1,OQ0,U00)(or bodlly iniury and propedy damage; Ihis Agreement,then in such case,Company shali be responsfble for and�c)workers'compensation Insurance in complianca with Florida tlie incremental increase in taxes on the Property attributable to statutes. Such pollcy or poiicies shall be issued by companies Company's use and occupancy o( the Properiy for the purposes autharized to do business in Ihe Slate o/Florida with a minimum A.M. permitted under thls Agreement;provided,howevar,Company shail Best financiai rating o("A—VII". Company has the right to meet the noi be responslble tor any taxes ettributable !o improvemenfs insurance dasfgnatad in this section through any combination of self• instalied by the City pr others on the Property.The right to access Insurance,primary or excess coverage. Each Pa�ly,for itself and its and use of the Cily's electrical system(s}IncWdes for purposes of respective insurers,waives any righl to asserl any claim against the powenng Company's computer equlpment used in monitoring the other Party to tha axtent such claim'is covered by the waiving Party's elecidcity dispensed from Ihe Equipment and racord system daEa to insurance. Each Party shalf waive all rights of subrogation of its evaluate charging behavlor. The City underslands and respective Insurers. acknowledges ihat Company andlor its contractors will gather data and intormation from!he Equfpment wifh respect to vehicle charging The City sel(•insures tor iiability claims pursuant to a sel(-insurance activisy,vehlcle usage and technical per(ormence of the vehicle and �und,as permitted under Florida StaNtes Section 768.28, As such, Equfpment("Data and information"). Campeny shali own al!rlghts to in compllance wilh and subiact to Ilmflatians oI Flodda Statules such Data and Information. Company shali provide the City with an Sections 768.28 and 440.09,provislons have been made in the Clty online deshboard,prov(ding the City with such Data and Intormadon �o process any claims thal may arise and Ihe same protection wlll be relatfng to each EV 5tation on the Property�"City's Data").The City allorded as would be provided by a policy o(insuranca. shail be free to disdose Ihe Cky's Data to thfrd parkies wifhout tha 9, Indemnillcatbn. Each Party(the"Ir�dem,nifying Partv"1 prior consent ot Company. Tha City shall use commercfaay shali Indemnity!he olher Party{lhe"Indemnifled Partv"1 hom and reasoneble efforts (o permit Company's cuskomers to use ths against ali fossss,cfaims,damages or expenses,{ncluding atlomeys' Equlpment on ihe City's Property on a 24 hours•a•day, 7 days a fees,incurred by the fndemnlfied Party in connection wilh any claims week,365•days a year basis, for personai fnjury or death to persons and damage to property 4. Pavment for Electricitv. Company is responsible (or Gnduding environmantai damaga} arising under Ihis Agreemenl paying ail consumption costs for electriciry dispensed Irom the dunng Ihe Term,to�he extenl arising from ihe negligence or willfui Equipmant. misconduct of the Indemnifying Parly, its agenfs, employeas, rep�esentaGves, contractors, afftliates or sub•contractors. The 5. Charae ior Use of Egulpment The City acknow{edges (oregoing Ciry's obiigatlon shail be subject to the limitation on the and agreas that Company wlll tlirectly charga users olthe Equlpment City's IiabiNty,as set forth in Section 7fi8,28,Florida Statutes.Subjecf for usa of the Equipment pursuanl lo the then-applicabla tari(f rale. to tha nexl sentence,nelthar Company nor the City shall be liable to 6. inter(e►ence. During the Term, the City shall not the ofhar(or conseguaniMel,special,exempiary,punitive,Indirect or Interlere,or cause or permit to be caused any Inlarterence,with the tncidentai losses or damages or for any loss of usa,cost of capital, Equipment. For purposes of this Agreament, "Int ere" and �oss ot goodwfb,lost ievenues or lass o(pro(it,nor shal!any parent, "! t ence" shal( mean interterence wiih Company's use, subsidiary, aliiliate or amployee ot eithar Party have any Ilability operation,access,maintenance a repair of the EquipmeN fncludfng: under this Agreement, and Company and Ihe City each hareby releases the other and each ot such persons and entilies from any (a)subJect any portion of the Equipmenl fo any lien or encumbrance such liablliry. unless the holder thereof dellvers a non-dlstu�bance agreemenl;and (b)sale,transfar, assignment,lease or sublease any portion of the �n no event shall the aggregate damages payable by a Company br Property othar lhan subject lo City's rights hereunder. During any a tort related claim excaed Three Hundred Thousand U.S.4oliars work occurring at the Property by ihe City or authonzed by the Clty ($300,000.00), ("Citv ProiecY`}.the Cily shall usa commercialiy reasonabfe eflons to avoid unnecessary Inte�ference with the use of the EV Stations. 7he Parties desire ta enter inlo fhis Agreemant,only if so doing, 7. Ma{r�tenance of Eaulpment. The Equipment,including each Party can place a limft on its Iiabilily for breach of contract the EV Stations,shall be maintalned by Company(n working ordar, (exGuding tort claims),so that its fiability tor breach of confract never Company shail also use commarciallyreasonableeHorts to maintain excesds the sum of One Hundred Thousand($100,000.00)Doliars. the EV Stations Irea of graKti and,at minimum,In a manner that is Neither the foregoing paragraphs nor any other provision contained consistent wilh indusiry standards. Company will also provide the in this Agreement shall be construed or interpreted as a waiver o!the Citylpubiic with contact in(ormaiion to request maintenance or G!y's sovere(gn Immunity end the limits established in SeC6on repairs as needed.In the event that an EV Stalion is not ope+ational 768,28,Flonda Statutes.This seclion shall survive the expiration or for a continuous period of ninefy(90)calender days,the CI1y shall be earlier terminaGon of this Agreement. pertnitted to placa a cover over the inoperable EU Station and place 10. Equipment lo Remain Personal Propertv of Companv, signage ai the relaied Parking Space,Indicating thai the Parking The Equipmenl is and will remain the property o(Cempany, ils Space Is avallable far parking purposes exclusiveiy,until such lime successors or assigns,regardless of its use or mannei of attachment es Company commences 1he repairs at the Parking Space. to fhe Property,subject to tha provisions of Section 18(Removal or -2- i Sale at End of Term). The City agiees to execule such lurther Altendon: Parking Department Director documentation as is reasonably necessary to ensure that Ihe with a copy to: Equipment does not constitute, and is not deemed ta 6e, a fixture altached to the PropeAy, Company shall be responslble for insuring City o(Mlami Beach,florlda or self-insuring the Equlpment tor any catastrophic, accidenlal or t760 ConvenUon Cenfer Dnve other losses. 11, Represenlallons.Each Party represents andwerranls to Miami fleach,Florida 33139 and covenants with the other Parly Ihat:(a)such Party has tuli ngh1, Altention� City Manager power and aulhorily 10 execute this Ag�eement and Ihaf this With a capy to: Willlam Macdonaid@miamibeachll.gov Agreement shall bind and benefit!he Parties and their respective successors and assigns; and (6j such Party's execuNon and To Comoanv:To fhe VP of Development at the address set falh in per(ormance oI this Agreement will rwl violate any laws,ordinances, the Preambls above with an e•mail copy to FPIEVdutionC�a(al.com, covenanls or olher agreement Cinding on such Party. Additionafly, the Ciry represents and warrants to Company Ihat lt has good and unencumhered Olfe to the Property elther free and clear o/any liens, mortgages or other encumbrances,or i►any lien,mortgage or other encumbrance exists,Ihen such lien,mortgage or olher encumbrance (or any known environmentai restriction) wiA not prevent the peAormance ot thfs Agreement or burden or encumber the Equipment. 12. Detault• An"Event o(Defaulf'means lhal a Pahy falls fo fuily periorm any of its covenants under this Agreement within sixty (60}calendar days aftar such defau(Gng Party receives wntfen notice o(such defeuit from the non•de(aulling Party;provided,howevei,II such default cannot reasonabiy be cured withln such sixky(60M day time period, defaultlng Party shall not be deemed in default hereunder if detauiling Party has commenced to cure such de(ault within safd sixty�60)day time perlod and thereafter conlinues wlth dillgence to camplete the cure o(such detault. 13, Remedies. t}pon an Evenl of DefauR as set forfh in Seclion 12,a non•defaufting Party may(i)exercise any remedy ihat such non-defaulting Pady may have at law or in equlty. and (iii terminate this Agreement upon 30 days' prior wririen notice if Ihe defauliing Party has not cured such de(ault by the expiralion of the cure perlod estabiished in Section t2 a6ove. Noiwithstanding the preceding sentence,the City may not perform any right or obligalion of Company under Secti n 1 or take any other action that relocates or physfcally alters any of Ihe Equipment. 14. ssi nment. Neither Party shell assign this Agreemenl or any interesl herein without Ihe prior wrliten consen!of the other Party; ovid d Iha!Ihe Partles acknowledge that the Equipmenl may be covered by Company's u6lity tinancing struclure. 15. Notices. All notices, demends, requests, consents, approvals and oiher instruments requlred or permitled to be given pursuant to this Agreement shall be in wriGng,signed by ihe noti(ying Party,or o�lcer,agant a aftorney ot the notifying Parly,and shall be deemed to have been eNective upon delivery if served personally, fnctuding but not limited 10 delivery 6y messenger,ovemight courker seroice or by overnigh!express mail,or on the Ih{rd(3�4)husiness day aRer posting if sent by registered or certified mail, postage prepaid,retum receipt requested,and addressed as tollows: To Ihe Citv:To the address set forth in Ihe Preamble above. City a(Miami Beach,Florida 1700 Convention Center Drive Miami Beach,Florida 33139 -3- I i � 16. No Guarantees or Warranties. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE PARTIES ACKNOWLEDOE THAT COMPANY IS NOT PROVIDING ANY GUARANTEES(INCLUDING GUARANTEES OF�ERFORMANCE) OR WARRANTIES OF ANY KINO, WHETHER STATUTORY, EXPRESS, OR IMPtfED (INCLUDING ALL WARRANTIES QF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE),UNDER THIS AGREEMENT. 17, Additlonal Eaufpment. Company's nghts under this Agreement are not exclusive;however,in ihe event the Clty des(res to have Installed on the Properly additional level 3 or higher tast charging electric vehicle chargfng and related equ(pment (°Fast Charging EV Stations"), ihe City shall notity Company,in wnting,of such desire and Company shall,within 30 days after the receipt ot such notice, notlfy the C(ty in writing o(ihe terms and conditions pursuant to which Company is wilNng to so install such additionai Fast Charging EV Sfations on the Property. Ii the Parties cannot agree on the terms and contlitions for instailing such addilionai Fast Charging EV Staflons wiihin 60 days afler the City's receipt �f Company's terms and conditions,then the City may engage a third- pe�ty to so install such additional Fesl Charging EV Stations; rop�vided, however, the City, as permitted by law, shall use commercial{y reasonabEe eiforts to share or cause the thfrd party to share any data and information which the City receives from such additional Fast Charging EV Stations with respect to vehicle charging activity,vehicle usage and technical pertormance of Ihe vehicle and such Fast Charging EV Stations. For the sake of clarity, the foregoing limited right of tirst refusa! shall only apply to the addition of Fast Charging EV Statlons on the Property,and shall not apply to any other slower peHarming electric vehic{e charging station,such as a level 2,or to any other Cfty property which is not covered by the scope of th(s Agreeme�t. 18. Removal or Sale at End of Term. Wfthin ninety(90)days after the expirat{on o(the Term or early terminatfon of the Agreement, Company shall,in Its sofe discretion,either{a)remove all charging stations installed by Company et the Property under this Agreement at Company's expense or(b)agree to se�suoh charging stations to the Ciry on terms and conditions mutually agreed upon by the Parties. In the event of removaf of afl charging stations, incl�ding failure to reach agreement under subsection �b), or removal of an indivlduai EV station,Company shall,at Company's expense,retum the area where the Equipment was located to a cond(6on substantiaEly similar to prior to the Instaflation of the Equipment, except far (1j any transtormer, untlerground infrastructura and concrete equlpmenE pad{s) installed pursua�t to this Agreement (whlch may be left in place); and (2j ordlnary wear and tear. Cnmpany shalf not be obligated to repiant trees or shrubs in connection with the toregoing obGgations. Company's obligaUon!o observe or perform this covenant shall survive the expiration or other termination of this Agreement. In the event that FPL faUs to timely remove ihe charging stations,the City sha(I be permitted to place a cover over each EV 5tation and place signage at the related Parking Space, indicating that the Parking Space is avaliabie for parking purposes exclusively,until such t(me as Company removes the EV StaEions. -4- I ! 19. Inspector General Audit R�ahts supp�ers,all project-related correspondence,memoranda, instrucGons,financial documents,construction dQcumenls, (A) Pursuanl�u Secliun 2-258 uf lhe Code of the City of Miami (bldlproposal) and contract dncuments, back-change Beach,lhe City has established the Oftice of the inspector documents,al!documents and records which involve cash, General which may,on a random basis,pertorm reviews, trade or volume discounts,insurance proceeds,rebates,or audits,inspections and investigations on all City contracts, dividends received, payroli and personnef records and throughout the dura6on af said contracts. This random audit is separate and distinct from any other audit supporting documentation for the aforesaid documents performed by or on behalt ot the City. and records. (8) The Office ol ihe inspector General is authorized fo (E) The Company shall make available at its office at all investigate City affairs and empowered to review past, reasonable times the records, malerials, and other present and proposed City programs,accounts, records, evidence regarding the acquisition (bid preparation) and cont�acls and iransactions. !n addition, the Inspector periormance of this Agreement,for examination,audii,or General has the power to subpoena witnesses,administer reproduction,untll three(3)years after final payment under oaihs,require the production o(witnesses and monitor Cify ihis Agreement or for any longer period required by staiute projecfs artd programs. Monitoring of an exisling City or by other ciauses of this Agreement.In addition: project or program may include a report conceming whether the project is on tima, within butlget and in i. Ii this Agreement is completely or paRialiy conformance with the contract documents and appiicabie terminated, the Company shall make availabfe law.The Inspector General shall have the power to audit, records relating to the work terminated untit three Investigate, monitor, oversee, Inspect and review (3) years after any resulting final termination operations, activities, pertormance and procuremenl setllemenh and process inclutling but not limiled to project design, bid specifications, �bidlproposal) submittafs, activities of the ii. The Company shali make available records Gompany, its o�cers, agents and empioyees, lobbyists, relating to appeals or to litigation or the settlement of clalms arising under or relating to City statf and elected officials to ensure compliance with ihis Agreement until such appeals,Ii6galion,or the contract dacuments and to detect fraud and corrupiion. claims are finally resolved, Pursuant to 5ection 2�78 of the City Code,the City is allocaGng a percentage ot Its overall annual contract (F� The provisions in lhis section shall apply to the Company, expendilures to fund the activities and operations of the iis of(icers, agents, empioyees, subcontractors and Office of lnspector General. suppfiers.The Company shall incorporate the pravisions in lhis section in ali subcontracts and all olher agreements (C) Upon ten (10) days written notice to the Company, the executed by the Company in connection with the Company shall make ail requested recortls and documents performance of this Agreement. available to the Inspector General tor inspeclion and copying,The Inspector General is empowered to retain the �G) Nothing in this seciion shall impair any independent nght seroices of independent private sector auditors to audit, to the City to conducl audits or irtvestigative activities.The provisions oi this section are neither intended nor shall they investigate, monitor, oversee, inspect and review be construed to impose any liability on the City by the operations activities, pertormance and procurement Company or third pariies. process including but not limitetl to projecl design, bid specffications, (bidlproposal) submittals, activilies of the 20. force Maieure Company its officers, agents and employees, fobbyists, City staff and elected o�cials to ensure compliance with �A) A"Force Majeure"event is an event lhat(i)in fact causes the contract documents and to detect fraud and cortuption. a delay in the performance of Ihe Company or the Ciry's obligatiors under this Agreement, and(if)is beyond the (D) The Inspector Generai shafl have the right to inspect and reasonahle control of such party unaole to perform the copy ail documents and recortls in the Company's obligation, and(iii)is not due to an intentional act, error, possession, custotly or controi which in the Inspector omission, or negligence of such party,and(iv}could not General's sole judgment, pertain to performance af the have reasonably been foreseen and prepared for by such party at any tfine prior to the occurrence of the event, contract,including,but not limited to originai estimate files, Subject to the foregoing criteria, Force Majeure may change order estimate 61es, worksheets, proposals and include events such as war, civll insurrection, riot, fires, agreements from and with successful subcontractors and epidemics, pandemics, terrorism, sabotage, explosions, -5- embargo restrictians, quarantine restrictions, subcontractor, the subcontractor must provide the transportation accidents, strikes, strong hurricanes or Company with an aflidavit staling lhat fhe subcontractor tornadoes, enrthquakca, or other acts of Gad which does not empfoy, contract with, or subconlract with an preven! performance, Force Majeure shall not include unauthanzed alien. Company shall malntain a copy of technological fmpasslbllity or failure to seeure any of the such a�ldavit for the duralfon of the contract or such other required permfts pursuanE to this Agreemenl. extended period as may be required under this AgreemenL (B} If the City or Company's performance of!ts contractua! 22. Companv's ComnNance with Florida Puhlic obligeUons is prevented or delayed by an event believed Records Law by ko be Force Majeure,such party shafl immediatefy,upon leaming o! the occurrence of the event or of the Company understands thaf the public shall have access,at ali commencement of any such delay,but in any case wilhin reasonable times,to tl�Is Agreement,subject to ihe provisions fifteen(i 5)buslness days thereof,provide notice:(i)of the of Chapfer 119,Fforfda Stalutes,and agrees to allow access by occurrence of event of Force Majeure,(ii)of the nature of the Cily and the public to the Agreement subject to disclosure the event and the cause thereof, (iii) of the anticipated under applicable(aws. impact on this Agreement,(iv?of the antidpated period of the delay,and(v}of what course o(action such party plans 23. Nlisce{laneous. to take fn order to m(tlgate the deVimental effecis of the �A) Comallance wlth Laws, Each Party shall perform its eveni. obligations under 1�1s Agreement in accordance with all applicable (C) No party hereto shaU be liabie for its failura to carry out its codes, laws, rules, regulatlons, orders and ordinances of federai, obligations under lhis Agreement during a perlod when state, reqionai, local and municipai governmentai agencies such party is rendered unable,in whole or in part,by Force (collectively,"Laws"). Majeure to carry out such obilgat(ons. The suspension of (8) AmendmenUConsents. No modfflcation, waiver or any of the obflgatlons under this Agreement due to a Force amendment of this Agreement ar of any of its conditions or provisions Ma�eure event shall be of no greater scope and no longer shall be binding upon a Party unless fn writing slgned by t�at Party. duratlon than is required,The partyshall use its reasonabie The City Manager, on behalf of the City, shall be authorized to best efforts ta contfnue to parform ifs obligations hereunder exacute any amendments to[his Agreement,unless tha euthoriry has to the extent such obligatlons are not affacted or arg only been expressly delegated to the Cfty Commisslon herein. The City's partially affected by the Fwce Majeure event, and to Parking Director shail be the City Manager's designee for purposes correct or cure the event or condltfon excusing of administenng this Agreement on behaif of the City. performance and othern+ise to remedy its inability to �C) GavemEng Law.Waiver oi Jury Trial. This Agreement pertorm to the extent Its inabiliry to perform is lhe direct shall be sub�ect to and governed by the laws of the State of Florida, result of the Force Majeure event with all reasonable dispatch, without regard to its conilict of laws principles.The Partles agree lhat any action or proceeding arising out of or related in any way to this (D) Obligations pursuant to this Agreement that arose be#ore Agreement shall be brought soiely In a court of competentJurisdictlon the occurrence ol a Force MaJeure event, causing the ��he State of,Florida.EACH OF THE PARTIES HERETO HEREBY suspension of perforrnance, shall noE be excused as a KNOWINGLY, VOLUNTAF2ILY, AND INTENTIONALLY WAIVES result of such occurrence unless such occurrence makes THE RIGHT EITHER OF THEM MAY HAVE TO A TRIAL BY JURY such performance not reasonably possible. IN RESPEC7 OF ANY LITIGATION BASED NEREON,OR ARISING OUT OF,UNDER OR IN CONNECTION WiTH TNIS AGREEMENT. 21. E-Veri (D) Severability; Counterpatts. Pubticltv. Shouid any provfsion o(this Agreement be heki, in a f�nai and un-appea{able (A} To the extent that Company provides iabor, supplies,or decision,to be either lnvalid, void or unenforceable,the remaining provisions of this Agreement shali remain in full force and effect,and services under thls Agreement, Company shali comply the Partfes shall negotlate in good faith to restore insofar as wfth Section 448.095, Florida Statutes, "Empioyment practicable the benefits to each Party that were affected by such Eligibiiity" {"E-Verify 5tatute"), as may be amended trom ruling. This Agreement may be executed in counterparts, which time to time. Pursuant to the E-Verify Statute, together shall constitute a single instrument.Ne(ther Party shaii issue commencing on January 1,2021,Company shall register any press release wlthout the prior written approval of the other with and use the E-Veri(y system to verlfy !he work party,whlch approval will not be unreasonabfy withheld or delayed; auEhorizaUon status ot all newly hlred employees during provided that general advertls€ng that refers to a"partnering"(or other the Term of lhis Agreement. Additionally,Company shall terminobgy of slmilar import)of either PaRy with the other PaRy for expressly requlre any subcontractor performing work or the purposes of any of the transactions contemplated hereby,shall providing services pursuant io this Agreement to Ilkewise not be subJect to ihe provisions of this subsectian. Filings required utilize the U.S, Department of Fiomeland Security's E- by applicable faw far any regulatory authosiry shall,by itself,not be Venfy system to verify the employment ellglbllity of all new deamed to violate the preceding sentence. employees hired by the subcontractor durfng the confract Term. If Company anters into a contract wiih an approved -6- i � IN WITNESS WHEREOf-, Ihe Parlies have caused this Agreement to be exacuted by thelr respective duly authorized ofllcers as of Ihe date 8rst above written. City: City of Miami Beach, Company (Florlda Power & Florlda Light Company): Bv: � . By: - By: Nama: Eric T.Carpenter —� \" Name: I�,(hb�"„Vl oL��(t. Tille:City Manager 7itle: J�C,� P�S.OE�J� , ---- "�' � 7 20Z5 KEILA MENA ,"j"�"'�� SS�S�'L1Yl� � 0 ��.,�I,C'�� ,, ,, s :�►► .'��:ti�, ' :!N(06pa��p.s ;�y �, `�'_: � ,�,�'_ ,,,�4�,...... �: �,,, _ ,�ti��?� APPROVED AS TO FORM &LANGUAGE _7_ & FOR EXECUTION ��,��.,- ��1Z5 "�,� Clly Attorney � Date J� CMB 6.26.23 Exhibit A—Location of Equipment Property Address:2660 Collins Ave.Miami Beach,FL 33140 Number of Spaces Up to( 4�soaces as more particu!arly described;n(he attached skefch,. �� ,�� , ., i.� N �, , �l n` { `� r �,, _ .. �=:,,,oy,r.... _ �)�. , I . �$c�..t �� .� yA ".; ' � i •r_ ' .. l . , � � ��s �•� _ �,y , .►.- — +�.� � ��• , , , a »� J�A, � � � �. ��t� � �x � �� " - �,;a .�r ""�" , � y � - '�� • , � -,. f._..,.� r. .. `y �.-i � ` ��... `'t �� ` � . ,�� " .;�,,�_. _��'�"�,� �, ��. s ,�� : . ' xy�`�.�'.�.- , . _ + - � c� ' � - �y - � �� d6 � • ! �', . ; •'�` `. ,�1 c �i , y C� r, ( � �.��!' _s..__ - �r� �� ,1„t�,ts��% ti r�.• , �t` r► ...¢� � ' I� � vT u .� _._ . `.i� ' � , � ,� � H Q . ,,.,,�, :� ��w � � �" � �N� .. �h " `7, �a. �{�Eal7 , �( ��i4 ( t � � �� .. ��g t , � ,. � i - _ _ _ , �, i � c u' r.�� , � ,� .:.,�� ._ =: �� '�'" � �� •s,., �{' 'r�' •= .��• �'; �i� � ��"` .�;�� ;;,�l� - _ r�! . a'x+'i� , � a�� "�� ; _'�,..`';,;�, .r . � ,�r , ;.: �° ' �� - �°•_ �_-- � � . � 'EV Lfft Solution requlred to meet FEMA Flood Zone requirements -• _�---r � � 1 _--- -- �-- ——---------�.L ____—�s^i �. `�\ / / � \\ / � � 76Mcha� .\ �—Su�wNpiA��m1/r CyMh.AUlm�HWNLhwrM•�\ . � O��T� . /'�� ///---��MN�m�l0owM1/rvltary�Nt.+.O� � 4 n— \� / Ffdw.�urM.VeN��./vvi. � GniN�e�.N��nw..PilnNtlN � /�� l.11 L�In�SrifN VpDw�n➢J✓�EY!.M SVIM _'._______"_��'_\ / ' N�nW�Ger! + � F . r iname �"...._.—�--- � Y—. _ .._._. .� �-_-_-_��-.�:�:�-,�==�=� I � I /'Pa�wr CON I�^—�--�lln�hn�--------�{ •8- ; � Exh(bit B—Form of Signage „ i • � �FPl EVOLUTiON. Parking Stall Signage(-12"x—18") �:___ _—-- -- ____—___ . _ _.___.._� ��E'CtY1C �/@�"IIC�e C�h�rgir�g Parking Stail Striping -9- CM&6.26,23 Exhibit C—Form of Easement Agreement workRequestNo. UIVDERGR�UND EASEMENT sec._,Twp�Rge_ (BUSINESS� Thls Insirumenl Prepere By Parcel I D. Nama: (Mainlafned by Counly App�elser) Co.Name:_ Atldress: The undersigned, m consideration of the payment of$1,00 and other good and valuable consideratlon, the adequacy and reoeipt of whl�h is he�eby acknowledged, grant and g{ve to Florida Power & Light Comparry, its aftitiates, ticensees, agents, successors, and assigns ("FPL"}, a non- exclusive easement forever for the construclion, operation anC maintenance oP underground electr�c utility (aciNties (inciuding cables, conduits, appurtenant equipmerrt, and appurtenant above ground equipment) to be installed from tirne to time; with the r�ght to recanstruct, Improve, add to, enlarge,change ihe voGage as well as the size of,and remove such facilities w any of them within an easement described as tollows: See Exhibit"A"("Easement Area") Together wfth the right to permit FPL to attach or place wires to or wfthin any facilities hereunde�and lay cable and conduit wftF�in the Easemsnt Area and to operate the same for FPL's cortmunications purposes in con�rection with eloctric service;the ri ht of ingress and e ress to the Easement Area at all times;the� t to ciear the larxi and keep It cleared of ali trees, u9dergrowlh arxl othegobetructions within the Easement Area;the rfp�to trfm and cut and keep tr(mmed and cut all dead, weak, leanfng or dangerous trees or Ilmbs outside af the Easement Area whfch might intedere with or tall upon the lines or systems of communicat�ons or power,tansmission or distrlbution;ard furtfier grants,to the fultest extent ihe undersigned has the power to grant,if at all,the rights hereinabove granted on the Easement Area,over,along,under and across the roads, streets or highways adjoining or through sa�d EasemeM Area. IN W17NESS WHEREbF,the undersigned has sfgned and sealed this instrument on ,2Q_ Signed,sealed and delivered in the presence of; Citv of Mfamf Beach i ess :qn re gY. Print Name: �ness Print Name: Pnnt Address Pdnt 7dle: Prtnt Address: i ness gne ure Prin[Name: (vuMness) PAnI Addrass: STATE OF FLoRIDA AND COUNTY OF MIAMI-DADE The foregomg instrument was aclmowledged before me try( � physlcal presence or ( j o�-line notarization, Ihis day of 20� by the of the Ciiy of Miaml Beach, who is personally known to me a has produced as identification, artd who did(dfd not) take an oath. �rype ot weoun�enm� My Commiaslon Explres: Nofery PubAc.Signelure Pont Neme -��- Exhibit D—Amotti:ation and Termination Schedule The"Equipmenl"Included ln the term(natlon tee includes powar Inverters,(nterconnection equipment,elecirical wiring, underground condult,wire and cable management systems,etectrtc vehiele cha�ging stations�"EV Stafions"j,and electric meters,.The terminatlon fee also Includea the installation cost ot utility Intrastructure.The transtormer wili remain property of FPL. Year ai Term as oiTermination rermination Payment Amount � 750,000 Z 675,001 3 600,000 4 525,001 5 375,001 6 300,000 � 225,a0t 8 15�,000 9 75,001 10 35,249 .��_