Electric Vehicle Charging Equipment Agreement between Florida Power and Light Company and the CMB having a location at 1493 Michigan Avenue, Miami Beach, FL 33139 �4�3-3�?�Pv�l(�
CMB 6.26.23
ELECTRIC VEHICLE CHARGING EQUIPMENT AGREEMENT ��.a�w y _.� �j,.;+
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This ELECTRIC VEHICLE CHARGING EQUIPMENT AGREEMENT ("Aqreement") is made this _ day of , 2023
("Effective Date"),by and between the City of Miami Beach, Florida,a Florida municipal corporation(the"City"),with its office located at 1700
Convention Center Drive, Miami Beach, Florida 33139, and having a location at 1493 Michiqan Ave Miami Beach FL 33139 (the"Pro e ")
and Florida Power& Light Company, a Florida corporation ("Company"), with an address at 700 Universe Blvd CEA/JB, Juno Beach, FL,
33408. The City and Company are sometimes individually referred to herein as a"Par "and collectively as the"Parties."
WHEREAS,Company desires to install and own electric vehicle charging and related equipment,including electrical power inverters,
interconnection equipment, electrical wiring, underground conduit, wire and cable management systems, electric vehicle charging stations
("EV Stations"),electric meters,metering and switch cabinets,and power distribution boxes(the"EquipmenY')on the City-owned Property,as
more particularly described in Exhibit A,attached hereto,and the City desires to have the Equipment installetl and agrees to permit Company
to utilize the Property upon the terms and contlitions set forth below.
NOW THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged,the Parties hereby agree as follows:
1. Use. During the Term,the City agrees that Company may Renewal Term together with the Initial Term, the"Term"); provided,
use the Property for the purposes of, and has the sole right (at If either Party elects not to renew this Agreement for a Renewal
Company's cost and in Company's sole discretion)of, constructing, Term,then such Party must give a written notice of termination to the
installing, operating, inspecting, maintaining, servicing, repairing, other Party at least 90 days prior to the expiration of the then-current
enlarging, modifying, removing (at any time), testing and replacing Initial Term or Renewal Term,as applicable. In the event such notice
the Equipment and any additional equipment required to dispense is deliveretl,no further automatic renewals or extensions shall occur
electricity to charge electric vehicles, together with the following and this Agreement shall terminate at the end of the then-existing
rights: (a)the right of ingress and egress 24 hours-a-day, 7 tlays a Initial Term or Renewal Term, as applicable. The Company may
week; (b) the right, at Company's sole cost and expense, to terminate this Agreement at any time and for any reason by giving
painUstripe and to install signage (in either case, in a manner 30 days' prior written notice to the City and upon such termination,
substantially similar to the form attached hereto as Exhibit B on and neither Party shall have any further liability or obligation to the other
around the Equipment; provided, however, that any change to the Party(except as set forth in Sections 9 and 18 below).The City may
proposed Exhibit B shall require the prior written approval of the City terminate this Agreement at any time and for any reason by (a)
Manager's designee, as identified in Section 23(B) which approval tlelivering one-hundred twenty(120)days'prior written notice to the
shali not be unreasonably withheld or delayed; and (c) Company's Company and (b) contemporaneously with such notice, delivering
use of the Property needed for purposes of this Agreement shall not payment to the Company in the corresponding amount set forth in
be unreasonably disturbed. The location of the Equipment is as the termination schedule in Exhibit D, based on the then-current
described in Exhibit A, with the EV Stations located within the year of the Term.The City may also terminate this agreement if: (1)
parking spaces identified in Exhibit A jthe"Parkinq Spaces"). Any within one (1) year from the Effective Date the Company fails to
change to the location of the Parking Spaces,as reflected in Exhibit secure LL certification from the lift charging stations which have been
A,shall require the prior written approval of the City Manager. In the modified to lift in the event of flooding;or(2)within one(1)year from
event that Company, in its sole discretion, determines that an the Effective Date the Company does not f le for the master permit to
easement is necessary for the sole purpose of connecting the commence construction and installation of the charging stations; or
Equipment to the electrical grid, then the City shall agree to grant (3)within two(2)years from the Effective Date,the Company fails to
Company a non-exclusive easement, in a mutually agreeable install and operate all of the charging stations at the Property. Upon
location in, on, over, under, through and across a portion of the any such termination by the City,neither Party shall have any further
Property to be identifietl and agreed by the Parties in the form liability or obligation to the other Party(except as set forth in Sections
attached hereto as Exhibit C. No advertising is permitted on the 9 and 18 below). As referred to in this Section, the "date in which
Parking Spaces or the Equipment. FPL signage, as set forth in commissioning for the Equipment is completed"shall mean the date
Exhibit B,or any other signage approved to indicate the availability in which all of the Equipment on the Property is installed and
of the electric vehicle charging services at the Property and any operational. FPL shall provitle the City with written notice of the
branding on the Equipment shall not be considered advertising. commissioning date.
Users of the Parking Spaces will be required to pay the City parking
fee that is normally charged at the Property to park their vehicle at a 3. CooperationlLienslTaxeslRecords. In general, the
general parking space. Parties agree to cooperate to achieve the purposes and intent of this
Agreement. The City, in its proprietary capacity, shall cooperate as
necessary with Company(at no cost to the City)in Company's efforts
2. Term. Subject to this Section 2, the initial term of this to obtain all permits, licenses and approvals necessary for the
Agreement shall terminate on the tenth(10'h)anniversary of the date installation and operation of the Equipment, subject to Company
on which commissioning for the Equipment was completed complying with all applicable City regulatory approvals and
("Commencement Date") (the"Initial Term"), antl unless terminated applicable Laws, as defined in Section 23(A). Company will not
earlier as herein provided, shall automatically renew on a year-to- permit any lien against the Property including, without limitation,
year basis after the Initial Term until the thirteenth(13�h)anniversary mechanic's liens arising from the installation or operation of the
of the Commencement Date(each year,a"Renewal Term,"and each Equipment. Company shall (i)pay any personal property tax which
is attributable to the Equipment, and (ii) be the sole recipient and
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beneficiary of any and all such(edetal andlor state tax credits,and 8, (nsurance. Company will maintaln at all tlmes during the
other flnancial incentives arising from the Instaliatlon and/or Term, the folfowing insurance; (a) commerclal general Ilability
operafion of the Equipment, The Clry Is exemp!from payment otreat insurance wilh Ifmits o( One Miilion Dollars {$1,000,000) per
property andlor ad valorem taxes on the Property. In the event any occurrence combined single limlt for bodily injury end property
ad•valorem taxes are assessed agalnst the Property as a result af demage;�b}business automoblle liabiliry Insurance with Iimits oI One
Company's operatian of ihe Equipment or use of the Properryunder MlAfon Dollars($1,000,000}(or bodily 4njury and property damage;
Ihis Agreement,then In such case,Company shall be re�onsibVe for and(c)workers'compensation insurance in compiiance with Flarida
the incrementai Increase In ta�es on the Property atlr(bulable to statutes. Such policy ar pollcies shall be Issued by companies
Company's use and occupancy of Ihe Property for the purposes authorized to do business In the State of Florida wlth a minimum A.M.
permitted under this Agreement;provided,however,Company shail Best financial raling of"A—VII". Company has t,he righl to mest ihe
not be responslble for any taxes atlrlbutabie to Improvements insurance designated in lhis section Ihrough any combinaUon of seff-
installed by ihe City or ofhers on the Properly.The right to access insurance,primary or excess coverage. Each Party,for itsei(and its
and use of the City's electrical system(s}Includes ior purposes of respective Insurers,waives any right to assert any claim against!he
powering Campany's compuler equlpment used in monitoring the other Party to the extent such claim(s covered by the waiving Party's
electricfty dispensetl trom the Equipment and recorcl system data to insurance. Each Party shall wafve all rights of subrogatlon of fts
evaluate charging behavlac The Clty understands and respective Insurers.
acknowiedges that Company andlor its coniractors will gather data The Ciiy seft-insures tor IiabiHly claims pursuant Ro a sel(-Insurance
and inlarmation from the Equlpment wVth respect to vehiclecharging
activity,vehicle usage and technical performance of the vehicle and fund,as permilted under Florida StaWtes Sectlon 768.28. As such,
Equipment("Data and Information"}. Company shatl own all righls to �n compllance wilh and subject lo Ilmitations of Florida Slatutes
such Data and Information. Company shall provide tha Ciry wlth an Sec►ions 768.28 and 4d0.09,provislons have been made ln the City
onllne dashboard,providing the City wlth such Data and Informa�on �o Pracess any claims that may arise and the same protection will be
relating to each EV Station on the Property("City's Data").The Cfty afforded as woufd be provlded by a policy of insurance.
shati be free to dlscfose the Cily's Data to third parEles without the 9, Indemniflcatlon, Each Parfy (the"Indemnifvinq Partv")
prlor consent of Company. The City shall use commeraally shall irxtemnfly the other Party{the"Indemn4fied Partv")(rom and
reasonable elforts to permil Company's customers W use the againsl ail losses,claims,damages or expenses,Including atlorneys'
Equipmenl on the City's Property on a 24 hours-a•day, 7 days a (�s,Incurred by lhe Indemnifled Party in connection wllh any claims
week,365-days a year basis. lor personal injury or death to persons and damage t�property
4. Pavment far Electrlcitv. Company is responslble for t�nduding erndronmental damage) arising under thls Agreement
paying all consumptlon costs tor eiectricHy dispensed �rom the during the Term,to the extent arising from the negligence or wfllfu!
Equfpment. miscontluct of the Irdemnifying Parly, (Is agents, employees,
representatives, contractors, affiliates or sub-contractors The
5, Charae tor Use e(Eaulament. The City acknowledges loregoing City's obligation shall be subject to the Iimitakion on the
and agrees thatCompany will directly chargeuse�s of Ihe Equlpment Cfly's liablll;y,as sel forlh In Section 768.28,Florida Statutes.Subject
for use of the E�uipmenl pursuant io the then-appllcable tarilf rale. to the nexl sentence,nellher Company nor the Ciry shall be liable to
6. Interterence, During the Term, lhe Ciry shall not the other(or consequential,special,exemplary,punitive,Indirect or
Interfere,or cause or permit to be caused any Interterence,wilh the €rcidenlal fosses or damages or for any loss af use,cost of capitai,
Equlpment. For purposes of this Agreement, 'Interlere' and �oss of goodwfll,losl reverues or loss ot profit,nor shall any parent,
"Inter(erence" shall mean interference with Company's use, subsidlary,affllfate or employee o( either Party have any liability
operalion,access,mainlenance or repairof the Equipmentinciuding: under thls Agreemenl, and Company and the Clty each hereby
(a)subJect any portion of the Equlpment to any lien or encumbrance releases the other and each of such persons and entities trom any
unless the holder thereot deiivers a non-disturbance agreement;antl such liablllty.
(b)sale,transfer,assignment,hease or sublease any portion ot the �n no event shali the aggregate damages payable by a Company ior
Property other than subJect to City's rights hereunder. During any a tort related claim exceed Three Hundred 1'housand U,S. Dol(ars
work occurring al the Property by the Gry or authorized by the Ciry �y300,o00.00�.
("Citv Pralect"1.the City shali use commerually reasonable eHorls
to avold unnecessary Inler(erence with the use of fhe EV Statlons. The Partles desire to enter into this Agreement,only if so doing,
7, I�it�Intenance af Eauipment, The Equiptnent,including each Par1y can pface a limit on ifs liabl(ity for breach of con�ract
the EV 3tatlons,shall be maintalned by Company in working order. (excluding tort claims),so that its Ifablilty for breach of conUact never
Company shall also use commercially reasonable efforts to mainiain exceeds the sum of One Hundred Thousand($100,000.00)Dollars.
the EV Siatlons(ree of greKtl and,at minimum,In a manner that fs Nelther lhe toregoing paragraphs nor any other provision contained
cor�sistent wlth industry standards. Company will aiso provide the �n this Agreemeni shall be construed or interpreted as a walver ot the
Citylpubfic wiih conlact inlormakion lo request mainlenance or City's soverelgn immunity and the Ilmfts established in SecBon
repairs as needed.in the event that an EV Station Is not operational 768.28,Florida Skatutes.This section shall survlve ihe expiration or
for a contlnuous period of ninety(90)calendar days,Ihe City shall be earlier lerminatlon of thls Agreement.
permftled to place a cover over the inoperable EV Slation and place 10. Eauipment to Remaln Personal Propertv af Companv.
signaga at the related Parking Space, indlcating that the Rarking The Equlpment Is and wlll remaln the property of Company, fts
Space is avaliable tor parking purposes exdusively,unlil such time successors or assigns,regardless of its use or manner of attachment
as Company commences the repa{rs at Ihe Parking Space, to Ihe Property,subject to the provisions of Sectfon 18�Removai or
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Sale at End of Term�. The Cily agrees tp execute such furiher Attenlion: Parking Ceparlment[3irector
documenta6on as is reasonably necessary to ensure that the
Equipment does not const(tute, and is nat deemed to be,a fixture ��th a copy to:
attached to the Property. Company shall be responsible for insuring City of Miami 6each,Florida
or sel!•insuring the Eguipment tor any caiastrophic,accidenlal or »00 ConvenGon Center Drive
other losses,
11. Renresantations. Each Party represents and warrants to Miami Beach,Florida 33139
and covenaniswith 1he other Parry thaL(a)such Pariy has lul!right, Attention: Gty Manager
power and authoriiy to execute this Agreement and that lhis qy��h a capy io; WilliamMacdonaldQmiamibeachfl,gov
Agreemenf shall 6ind and benefit the Parties and their respective
successors and assigns; and (b) such Pariy's execution and To Comoanv:To the VP o(Developrnent at the address set forth in
performance of lhis Agreament will not violate any laws,ordinances, lhe Preamble above with an e-mail copy to FPLEUolution(c�tpl.com.
covenanls or other agreemeni 6inding on such Party. Additionally,
the Ciry represents and warrents to Cnmpany fhat!!has good and
unencumbered tiNe lo the Property either lree and ciear of any pens,
mortgagas or other encumbrances,or f!any lien,mortgage or other
encumbrance eKists,then such llen,morlgage or other encumbrance
(nr any knawn environmenla) restric�ion) wip nol prevent the
peAormance of fhis Agreement or burden or encumber 1he
Equipment.
12. Dei ul, An"�ven�of DefauiP'means that a Party(a(Is to
ful{y perform any ot its covenants under lhis Agreement within sixty
(6Q)ca€endardays afler such delaufting Parly receivas w�lten notice
of such defauil trom the non�defaulling Party;provided,however.i(
such de(aull cannot reasona�ly be cured withln sach sixry(60J day
time period, defaulting Parly shaU not be deemed in defauit
hereunder if defauKing Party has cammenced lo cure such delaalt
within said sixty{60}day tima period and thereaifer continues with
diligence!o complete tha cure of such default.
13. Rernedies. Upon an Event of Defauli as set (orth in
Section 12 a non•de(auiling Party may(i�exerclse any remedy that
such non-defaulling Parly may have at law pr in equity. and (iii
terminate this Agraement upon 30 days'prior written nmice if the
defauking Party has not cured such defauit by lhe expiratlon of ihe
cure period estahlished in Section 12 above, Nohvithslanding the
preceding sentence,the City may not perform any right or obligation
of Company under Section 1 or take any ather action that relocates
nr physically alters any of the Equipment.
14. Assignment. Neilher Parfy shall assign thisAgreement or
any interest herein without the prlor writtan cansent af the oiher
Parly; r vided tha!the Parlies aCknowledge that the Equlpmenl
may be covered by Company's utilily Mancing slruclure,
i 5. Notices, All nolices, demands, requests, cansents,
appravals and olher Instrumenis required or permltted to ba given
pursuanl to this Agreement shall be in writing,signed by the noilfying
Parly,or of�cer,agenl or attorney of the noiifying Parly,and Shall be
deemed to have been eftective upon delivery if served personally,
Incfuding but not Iimited lo delivery by messenger,ovemight courfer
servlce or by overnighl express mall, or on the thirtl(3�d)business
day after posting i(sent By regislered or certified maii, postage
prepaid,relurn receipt requested,and addressed as lollows:
To the Gtv:To lhe address set forth in the Pream6le above.
City o(Miami Beach,FloRda
1700 Conventlon Center Orive
Miami Beach,Florida 33139
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i
;
, 16. No Guarantees or Warrantles. NOTWITHSTANDING
ANYTHING TO THE CONTRARY HEREIN, THE PARTlES
ACKNOWLEDGE THAT COMPANY IS NOT PROVIDING ANY
GUARANTEES(INCLUDING GUARANTEES OF PERFORMANCE)
OR WARRANTfES OF ANY KlND, WHETHER STATUTORY,
EXPRESS, OR IMPLIED {INCLUDING ALL WARRANTIES OF
MERCHANTABILITY ANO FITNESS FOR A PARTICULAR
PURPOSE,AND ALL WARRANTIES ARISING FROM COURSE OF
DEALING OR USAGE OF TRADE),UNDER TNIS AGREEMENT.
47. Additiona! Eauipment, Company's rights under this
Agreement are not exclusive;however,in the event the City desires
to have installed on the Prope�ty additlonal level 3 or higher fast
charging electric vehicle charging and related equipment ("Fast
Charging EV Stations"), ihe Cfty shall notify Company,in wnNng,of
such desire end Company shall,within 30 days after the recefpt of
such notice, notlfy the City in writing of the terms and conditions
pursuant to which Company is willfng to so install such additionaf
Fast Charging EV Stations an the Property. Ii the Parfles cannot
agree on ihe ierms and condilions for installing such additional Fast
Charging EV Stations within 60 days after the CRy's receipt of
Company's terms and conditions,then the City may engage a third-
party to so install such addilional Fasl Charging EV Statlons;
rop vided, however, the City, as permkted by law, shall use
commercially reasonable efforts to share or cause the third parly to
share any tlata and information which the City receives from such
additional Fast Charging EV Stafions with respect to vehlcle charging
activity,vehicle usage and technical performance of the vehicle and
such Fast Charging EV Slatians. For the sake of clarity, the
foregoing Ilmlted right of tirst refusal shall only appty to the
addit{on of Fast Charging EV Stations on the Property,and shail
not appiy to any other slower peMorming efect�ic vehicle
chargf ng statlon,such as a level 2,or to any other Clty property
which Is not covered by the scope of this Agreement.
18. Removal or Sale at End of Term. W�lhin ninery(90)days
after the expirailon of the Term or early termination ol the Agreement,
Company shall, in its sole discretion,either{a)remove all charging
stations fnstalled by Company at the Property under this Agreement
at Company's expense or(bj agree to sell such charging stations ta
the Ciry on terms and conditions mutually agreed upon by the
Parties. In the event of removal of all charging stations, including
failure to reach agreement under subsection(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
substantiaily slmflar lo prior to the instailation of the Equipment,
excep! for (ta any Iransformer, underground inirasUucture and
concrete equipment pad(s) installed pursuant to this Agreement
(which may be feft in place); and (2) ordinary wear and tear.
Canpany shaN not be oMigated to replanl trees or shrubs in
connecGon with the forEgoing obligations. Company's obligatlon to
observe or perform this covenant shall survive the expiratlon or other
termination of this Agreement, In the event that FPL faiis lo timely
remove ihe charging stations,ihe City shall be permitted to place a
cover over eacf�EV Station and place signage at ihe related Parking
Space, indicating that the Parking Space is avaliable for parking
purposes exclusively,untll such time as Company remaves the EV
Sfations.
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19. lnspector General Audit Rights suppliers,all project-related correspondence,memoranda,
instructians,flnancial documents,constructlon documents,
(A) PursuanE to Section 2-256 of the Code of the City of Miami (bidlproposal) and contract documents, back-change
Beach,the City has established the OHice of the Inspector documents,all documents and records which involve cash,
General which may,on a random basis,perform reviews, trade or volume discounts,insurance proceeds,rebates,or
audits,inspections and investigations on all City contracts, dividends recelved, payroll and personnel records and
throughout the duration of safd contracts. This random supporting documentation for the aforesaid documenls
audit is separate and distinct from any other audit
performed by or on behalf of fhe City. and records
(B) The Office of the Inspector General is auihorized to (E) The Company shaii make available at its office at all
investigate City affairs and empowered to review past, reasanable times the records, materlals, and other
present and proposed City programs,accounts, records, evidence regardfng the acquisition (bid preparation) and
contracls and transactions. In addition, ihe Inspector performance of this Agreement,for examination,audit,or
General has the power to subpoena witnesses,adminfster reproduction,untfl three(3)years after final payment under
oaths,require the production of witnesses and monitor City this Agreement or for any longer period required by statute
projects and programs. Monitoring of an existing City or by oiher ciauses of this Agreement.In addition:
project or program may include a report concerning
whelher the projec! is on time, within budget and in i. If this Agreement is completely or pa�tialfy
con(�rmance with the con�ract documents and applicable terminated, 1he Company shall make available
�aw.The Inspector General shall have the power to audit, records relsting to the work termineted until three
Investigate, monitor, oversee, inspect and revlew (3} years atter any resulting final termination
operations, activities, performance and procurement setllement;and
process IncJuding but not Ifmited to pro}ect design, bid
specifcallons, (bldlpropasaQ submittals, activities of the li. The Company shall make availabie records
Company, its officers, agents and empioyees, lobbyists, relating to appeais or to litigation or the
Ciiy staH and efected oNcials to ensure compliance with settlement of claims arisfng under or relatlng to
this Agreement until such appeals, litigatiat,or
the contract documents and to detect fraud and corruption. �laims are finally resolved,
Pursuant to Section 2-378 of the City Code, the Ciry is
allocating a percentage of its overall annual contract
expenditures to fund lhe activilies and operations of the �F� The provisions in this section shall apply to the Company,
its afficers, agents, employess, subcontraclors and
Office of Inspector General. suppilers.The Campany shall Incorporate the provisions in
this seciion in all subcontracts and ali other agreements
{C) Upon ten (10) days written nokice to the Company, the executed by ihe Canpany In connection with the
Company shall make all requested records and documenis per(orrnance of this Agreement.
available to the Inspector Generai for inspectfon and
copying,The Inspector Genera{is empowered to retain the 1G) Nothing in ihis seclion shall impair any independent right
to!he City to conduct audits or investigative activilies.The
services of independent private sector auditors to audit, provlslons of th(s section are nelther Intended nor shall they
Investigate, monlfor, oversee, inspect and review be construed to impose any liability on the City by the
operations activities, performance and procurement Company or third parties.
process including but not fimited to project design, bid
specifications, (bld/proposai) submirials, activities of the 20. Force Maieure
Company its oHlcers, agents and employees, lobhylsts,
Cify sfaff and elected o�cials to ensure compliance with (A) A"Force Majeure"evenf is an event that(i)in fact causes
the contract documents and to detect fraud antl corruption. a de(ay in lhe performance of the Company or ihe City's
obligations under thls Agreement, and (li) Is beyond the
(D) 7he Inspector Genera!shall have the right to inspect and reasonable controi of such party unable fo perform the
copy all documents and records in the Company's obligation,and (fli)Is not due to an Intentional aci,error,
possession, custody or control which in the Inspector omission, or negligence of such party, and (iv)could not
General's sole �udgment, pertain to performance of the have reasonably been foreseen and prepared for by such
party at any time prior to the occurrence of the event.
contract,incfuding,but not limited to original estlmate fi(es, Subject to the (oregoing critaria, Force Majeure may
change order estimate files, worksheets, proposals and include evenls such as war, civil insurreclion, rio;, fires,
agreemen!s from and with successful suhcontractors and epidemics, pandemics, terrorism, sabotage, explosions,
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� embargo restriclions, quarantine restnctions, subcontractor, the subconlractor must provide the
transporiation accldents, strikes, strong hurricanes or Company with an affidavit slating that the subcontractor
tornadoes, earthquakes, or olher acts of God which does not employ, contract with, or subcon�ract with an
prevent performance. Force Majeure shal( not include unauthorized atien. Company shall maintain a eopy of
technological impossibllity or failure to secure any of ihe such affldavit for the duretion of the contract or such other
required permits pursuant to this Agreement. extended penod as may be required under this Agreement.
(B� If the Ciry or Company's performance of its contraclual 22. Companv's Com�ifance with Florida Public
obligations is prevented or delayed by an event believed Records Law
by to be Force Majeure,such party sha�immediately,upon
leaming of the occurrence ot the event ar of the Company understands that the public shall have access,at all
cammencement of any such delay,but in any case wlthin reasonabie times,to this Agreement,subject to the pravislons
fifteen(15)business days thereof,provide nalice,(i)of the of Chapter 119,Florida Stetutes,and agrees to allow access by
occurrence of event af Force Majeure,;ii)of the nature of the Ciry and ihe public to the Agreemeni subject t4 disclosure
the event and the cause thereof, (IiIE of the anticipated under applicabfe laws.
impact on this Agreement,(iv)o(the artticipated period of
the delay,and(v)of what course of action such party plans 23. Miscelfaneous.
to take in order to mitigate the detrimental effecis of lhe (A) Campliance with Laws. Each Party shall perform its
evenl.
abligaiians under this Agreement in accordance with all applicable
(C} No party hereto shall be liable(or its failure to carry out its codes, laws, rules, regulatlons, orders and ordinances of federal,
obligatlons under this Agreement during a period when state, regionai, lacai and municipal governmental agencies
such party is rendered unable,in whole or in part,by Force (cdlectfvely,"Laws").
Majeure!o carry out such obligatlons. The suspension of (B} AmendmenUConsents. No modification, waiver or
any of the obligations under this Agreement due to a Force amendment of thfs Agreement or o(any of its conditions or provisions
Majeura eveni shall be of no greater scope and no longer shall be binding upon a Parly unless in wrfting signed by thal Party.
duration Ihan is required.The party shail use its reasonable The City Manager, on behalf of the City, shall be suthorized to
best efforts to continue fo perform its obligaiions hereunder execute any amendmenls to this Agreement,unless the aulhority has
to the extent such obiigations are not affected or are onfy been expressly delegated to the City Commission herein, Tha City's
partielly aitected by the Force Majeure event, and to Parking Director shall be tha City Manager's designee for purposes
correct ar cure the event or canditio� excusing of administering this Agreement on behaK of ihe City,
performance and otherwise to remedy its inability to �C) Governlna Law;Waiver of Jury Trlal. This Agreement
pertorm to the extent its inability to perform is the direct shail be subject to and govemed by the laws of the State of Florida,
result of the Force Majeure event with all reasonable W���ut regard to its conflict of laws principles.The ParEies agree that
dispatch.
any action or proceeding arising aut of or releted in eny way to this
(D) Obiigations pursuant to this Agreement that arose before Agreement shall be brought solely in a court of competentJurisdictian
!he occurcence of a Force Majeure event, causing the in the State af,Florida,EACH OF THE PARTIES HERETO HEREBY
suspension of performance, shall not be excused as a KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES
result of such occurrence unless such occurrence makes THE RIGHT EITHER OF THEM MAY NAVE TO A TRIAL BY JURY
such parformance not reasonabiy possfble. IN RESPECT OF ANY LITIGATION BASED HEREON,OR ARISING
OUT OF,UNDER OR IN CONNECTION WITH THIS AGREEMENT.
21. E•Veri (D) Severabititv; Counteruarts, Publicitv. Shouid any
provision of this Agreement be hefd, in a final and un-appea(abfe
decisfon,to be efther invalid,void or unenforceable,the remalnfng
(A' To the extent that Company provides labor, supplies, or provisions of ihis Agreement shall remain in!u!I force and effect,and
services under this Agreement, Company shall comply the Parties shall nagotiate in good faith to restore insafar as
with Section 448,095, Florida Statutes, "Employment practicable the benefits lo each Pariy that were affectetl by such
Eligibility" j"E-Verity Statute"}, as may be amended irom ruling. This Agreement may be executed in counterparts, which
time to time. Pursuent to the E-Verify Statute, together shall consGtute a single instrument.Neither Party shaii issue
commencing on January 1,2021,Company shall register any press release without the prior written approval of the other
with and use the E-Verify system to veriiy the work party,which approvaf wlll not be unreasonab{y withheld or delayed;
authorizeiion status ot all newly hired employaes during provided that general advertising lhat refers to a"par6iering'(orother
Ehe Term of this AgreemenL Additionally,Company shall terminology of similar impart}o(either Party with the other PaRy for
expressly require any subcantraclor performing work or the purposes of any of the transaclions contemplated hereby,shall
providing services pursuanl to this Agreement to likewise nol be subject to the provisions of this subseclion. Filings required
utilize the U.S. Department of Homeland Security's E- by applicable law for any regulatory authonty shall,by itself,not be
Venfy system ta venfy the employment elfglbllity at all new deemed to vio(ate ihe preceding sentence.
employees hired by the subconeractor during the contract
Term. If Campany enters into a coniract with an approved
-6-
IN WITNESS WHEREOf, Ihe Parties have caused this
Agreement to be execuied by thelr respective duly authorized offlcers
as of 1he date first above writlen.
City, City af Miaml Beach, Company (Florlda Power &
Florida Light Company):
dv:
E3y:� _ `
By:
Name: Eric T.Carpenter
Name:�j`np�'�V�
a�����
T���e City Manager
T(Ue: J�Ct
P�s�ot�r
.�_F�� � � ?�I25
K ILA MENA
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APPROVED AS TO
FORM & IANGUAGE
-7- &FOR EXECUTION
4�`1r--- ���n
t'` Cfry At�orney Date
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CMB 6,26.23
Exhibit A—Location ot Equipment
Property Address:1493 MichiQan Ave,Miami Beach,FL 33139
Numberof Spaces:Up to�j spaces,as�nore pa�ticulariy descr�bed in the altached sketch.
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`EV Lift Solution required to meet FEMA Fiood 2one requirements
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-8-
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Exhib(t B—Form of Signage
. � •
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�FPL faYOLUTION.
Parking Stal�Slgnage(�12"x�t8")
I;_ �- - - __ _ _— _ _ _ _._..._ ....___---- _—____ _ 1.
,
,
�iectric
Vehicle
Charging
Parking Stall Striping
-9-
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CMB fi.26.23
Exhibit C--Form of Easement Agreement
work Request No. UNDEftGROUND EASEMENT
sec._,Tw _,,,Rge_ (BUSINESS�
P This Instrument R'apafe By
PatCeII.D., Name: _
(Mefntelnad by Gounry Apprelseq Co.Name:!
Add�ess: „__
The undersfgned, In consideration of the payment of 51.00 and other good
and vatuable cons�deratian, the adeguacy and receipt of which is hereby
acknowledged, grant ard give to Flonda Power 8 Light Company, Rs
affiAates, �icensees, agents, successors, and assigns ("FPL"), a non-
exciusive easemerit Forever for the construction,operatlon and maintenance
of underground electric utitily faciNties (includ4ng cebles, conduits,
appurtenant eqwpment, and appurterznt above ground equipment) to be
insfal{ed from time to fime; with the right io reconstruct, improve, add ta,
enlarge,change the voftage as wetl as the size of,and remove such tacilities
or ar�y oi them wHhin an easement described as fol)ows.
See Exhibit"A"("Easement Area")
Together with Ihe right to permit FPL to attach or place wites to ar wlthin any tacitities hereunder and lay cable and conduit
within the Easement Area and to operate the same tor FPL's communications purposes in conneotion wlth electnc service;the
rfght ot in ress and egress to the Easernent Area at all times;the.ilgght to clear tne land and keep it cieared of all trees,
undergrow�h and other obstructians withfn the Easement Area;the nght to tcim and cut and keep trfmmed and cut afl dead,
wea& leaning or dangerous trees or Ilmbs o�kside of the Easement Area which might inteAere with or fall upon the lines or
systems ot communiqtions or power transmission ar distcibution,and turtf�er grants;to lhe fullesl extent the unde�sig�ed has
the powe�to grant,if at ail,the rights hereinabave granted on the Easemer�t Area,over,alax�,under and across the roads,
streets or h�ghways adjoining or thsough said Easemsr�Area
fN VNTNESS WHEREQF,the undetsigned has slgned and seated this instrument on ,2�_
Signed,sealed and dekvered in the presence oF. C�of Miami Beach
i gn u gy.
Pr1M Name:
i ness Priht Nama:
Prinl Address. P�tnt Title:
Print Address.
i ness g e uro
Print Name:
(uwlness)
Print Addrese:
STATE OF FLORIDA AND COUNTY OF MIAMI-DAOE. The foregoing instrument was acknowledged before me by( ]
physica! presence or ( j on-line nofar¢ation, this day of , 2�_, bY
, the of the Ciiy of Mtami Beach, who is
personally known to me or has produced as idertlFicatlon, and who did (did not}take an oath.
(Type ofldenUflcetian)
My Commisslon F�cplres:
Ndary Pubhc.SlgneYure
Print Name
-'��-
E�hl61t b—Amortizatlon and Termfnatlon Schedula
The"EqulpmenY'included 4n the termination fee}ncludes powe�Invarters,Interconnectionequlpment,electrical wiring,
underground conduit,wire and cable management systems,etectric vehiclecharging stallons{"EV Stat(ons"j,end electric
melers,.The terminatlon fee also includes the instaliatfon cost af ufllity Infrast�ucture.The t►ansiormer wlll re►nain property ot FPL.
Year of Term as
oi Termination 7ermination Payment Amous!
� 750,000
2 675,001
3 600,000
4 525,001
5 375,001
6 soo,000
7 225,001
8 150,000
9 T5,001
�� 35,249
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