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$ 1.050 $ 1,200 8408674276 FIRE -RESCUE TRAINING CENTER 3425 JEFFERSON ST #TRAINING CTR KV30133 $ 49.020 3,234 5 10,227 2522078118 MANUEL ARTIME COM CTR 970 SW 1ST ST KU50063 5 42.323 6) Solid Waste FACILITIES (6) 1) Police College 9219638195 POLICE COLLEGE City of Miami Top Energy Consuming Facilities and Parks - IGA Fee Estimates 350 NW 2ND AVE # POLICE COLLEGE KV72628 $ 244,23E 5 11,760 $ 37,189 2) City Hall & Dinner Key Marina $ 4,758 5 7,429 3986975153 DINNER KEY MARINA P# 6-7-8- 3300 PAN AMERICAN DR At 6-7-8-9 KV39249 S 98,039 3995972191 DINNER KEY MARINA PIERS 384 3502 PAN AMERICAN DR 43&4 KV39205 S 79.904 3993976137 DINNER KEY MARINA PIERS 588 3400 PAN AMERICAN DR 4 588 DM KV39204 5 57.228 4900970189 DINNER KEY MARINA PIERS 182 3504 PAN AMERICAN DR A 18,2 KV39250 S 45.252 3) Little Haiti 1,168 5 3.693 2840536185 LITTLE HAITI 212 NE 59TH TER KU52443 S 55,204 4) Fire -Rescue Training Center 5) Manuel Airtime Com Center $ 2,142 5 6,774 2792786895 SOLID WASTE DEPARTMENT 1900 NW 12TH AVE KU39586 S 31.576 PARKING GARAGES (4) 1) Parking Garage 4 $ 10,500 NIA 163188/776 DEPT OF OFF STREET PARKING GARAGE 4 100 SE 2ND ST # GAR 4 MV55552 S 116.466 5 9,177 N/A 3607638586 DEPT OF OFF STREET PARKING 40 NW 3R0 ST #G-1 KV50358 S 115.588 2) Parking Garage 1 3) Parking Garage 3 10,500 NIA 568(1682704 DEPT OF OFF STREET PARKING GAR 3 190 NE 3RD ST A GAR 3 KV59284 $ 93.032 4) Parking Garage - Marlins Park 5 12,600 NIA 3419875509 DEPT OF OFF STREET PARKING GARAGE 4 1502 NW 4TH ST # P3 KV50200 44 831-22 1815135502 DEPT OF OFF STREET PARKING GARAGE 4 15(.2 NW 7TH S7 # P1 KV50221 32,599.59 5513595503 DEPT OF OFF STREET PARKING GARAGE 4 1402 NW 4TH ST # P4 KV50202 32,138.95. 9154165501 DEPT OF OFF STREET PARKING GARAGE 4 1402 NW 7TH ST KV50324 43,339. 36 PARKS (9) 1) Hadley Park 3348385760 HADLEY PARK 1300 NW 50 ST #HADLEY PK 0107817587 HADLEY PARK POOL 4900 NW 12TH AVE #PCCL 2) BayFront Park 9368845365 BAYSIDE SOUTH DOCKS FPL Serlic:es. !.: C: S 4,340 $ 9.297 PY24313 S 83.496 KU58510 S 73.93E $ 4.312 S 4.781 401 BISCAYNE BLVD AS. DOCKS KV54265 S 125.584 Page 1 of 2 6 `2, 2017 City of Miami Top Energy Consuming Facilities and Parks - IGA Fee Estimates Acct $ Account Name Address Lighting FEVAC & Ot or Meter # Total Yr Bill Audit Audit FACILITIES (6) 3626981728 BAYFRONT PARK LASER TOWER 3633982701 BAYSIDE WEST DOCKS 2828910188 BAYFRONT PARK 8732292084 0471289116 1300579253 2947772493 3066363189 9589286799 0/02996097 3) Grapeland Park GRAPELAND HEIGHTS PARK GRAPELAND WATER THEME PARK GRAPELAND CLUBHOUSE GRAPELAND PARK REC CTR 4) Jose Marti Park JOSE MARTI PARK JOSE MARTI PARK JOSE MARTI PARK 5) Little Haiti Park 4090789159 LITTLE HAITI SOCCER PARK 6) Shenandoah Park 31.59971203 SHENANDOAH PARK 0707250163 3045474164 2953889462 0055735252 02.64294307 6763364301 44006828.54 4601846159 7) Moore Park MOORE PARK MOORE PARK MOORE PARK TENNIS COURTS CENTER 8) Gibson Park GIBSON PARK GYM GIBSON PARK GIBSON PARK 9) Athaiie Park ATHALIE RANGE PARK ATHALIE RANGE PARK Sub -Total TOTAL 201 BISCAYNE BLVD #LASER KV75063 401 BISCAYNE BLVD #COML DOCKS K037950 301 BISCAYNE BLVD KNL6230 1550 NW 37TH AVE 4BASEBALL 1550 NW 37TH AVE 1802 NW 37TH AVE #NEW-CLHSE 1550 NW 37TH AVE 434 SW 3RD AVE 351 SW 4 ST 362 SW 4TH ST KV50196 KLL1542 KV30199 KV50197 S 97,874 S 38.176 5 78.725 $ 4,438 $ 5 76.553 9 4.896 S 41,209 S 30.390 KV54168 S KT38154 5 KU58153 5 6301 NE 2ND AVE # SOCCAR PAR 6C00000 2179 SW 19 S7 4SHENDO PK KT57683 S 33,474 765 NW 36TH ST # COMM CTR KU51157 765 NW 36TH ST #MOORE PK KU55035 765 NW 36TH ST r:TENNIS COURT LTS KNL6343 350 NW 13TH ST 4 GYMNASIUM 350 NW 13TH S7 # SOUTH 350 NW 13TH ST 4 NORTH 5,180 S 3.150 $ 3,320 61.437 29.416 14.728 $ 1.036 $ 1,200 S 15.905 S 1,610 $ 2,789 9 4.116 $ 5.047 5 33.049 S 25.304 5 22.654 KN1-7056 5 KV50341 4 KNL6385 S 527 NW 62 ST ::RANGE PARK KU41 X96 5 28.813 525 NW 62ND ST #ATHALIE RANGE KNL6248 S 20.642 FPL. Services, LL.C- Pe.ge 2 o` 2 5 1,200 $ 91,753 5 99.326 $ 191,079 RFD: DESCRIPTION: TERM OF CON I FACT. CONTRACT PERIOD: FIRST & FINAL. RENEWAL: COMM0DrITY CODE: . f THIE • 't I' R A( A kV A R (-) IN. tl1^c'111c%lt :1_)e _zRi}'"1" FIRST & FINAL RENEWAL 01-02-224 (1 9) ENERGY PERFORMANCE SAVINGS GON11-Ac CING SN.wi(C'.t,:g FIVE (5) YEARS, WTI -I OPTION TO RENEW FOR ONF: CI) AGDFTi0NAI FIVE (5) YEAR PERIODS DECEMBER 7, 2004 TFIROUGi I DELI:MEP C. 2014 DECEMBER 7, 2014 THROUGH DECEIVER 6, 2019 918-41 -SECTION a1 — VENDOR AWARD Florida Power & Light 9250 W. Flagler Street Miami, FL 33133 Contact: Francisco Carden) Phone: (305) 552. 3913 ern tin: °_,1 1Tia,4x tt;l1,;cr;,3r:1 'SECTION #2 — AWARD/BACKGROUND INFORMATION/APPLICABLE ORDINANCES!NOTES J CC AWARD DATE. March 27, 2003, September 23, 2004 RESOLUTION NO• 03-250, 04-0620 103 AL CONTRACT AMOUNT: NIA AMENDED AMOUNT: NIA INSURANCE REQUIREMENTS: N:A PERFORMANCE BOND: NllA APPLICABLE ORDINANCES: NIA Notes: FIRST & FINAL RENEWAL: DECEMBER 7, 2014 THROUGH DECEIVER 6, 2019 [SECTION #3 -REQUESTING DEPARTMENT CITY DEPARTMENTS Contract Adminitrator: Yadissa Calderon n Phone: (305) 416-1909 'SECTION- # l - PROCURING AGENCY CITY OF MIAMI, DEPARTMENT OF PURCHASING Buyer: Ystiissa Calderon Phone: (305) 416-1909 Prepared C3y: Aimee G,andarilia. 1215/14 A CONTRACT AWARD SHEET INSTRUCTIONAL GUIDE TO ASSIST YOil WflH THE INFORMATION CONTAINED HEREIN IS AVAILARI F= IN TM LSt.PPPLIER INFOR AI ION SECtT N OF OUR WCBPP GE AT: : tJWW4'. M11YA.' lr,ilV,is Ofd!Pt-tnt. 11,1, 101 Nr INITIAL: MASTER AGREEMENT FOR DEMAND SIDE MANAGEMENT AND ENERGY EFFICIENCY SERVICES WITH FLORIDA POWER AND LIGHT COMPANY THIS MASTER AGREEMENT (this 'Agreomont') Is made and entered into as of the? th day of llccehnbe h. , 2004 (the 'Effective Dalo'), by and between Florida Power and Light Company (the 'Company') and The City of Miami (the 'Customer') (the Company and the Customer each being referred to heroin Individually as a 'Party' and collectively as Oro 'Parke), with reference to the (ofloMag: RECITALS A. Tho Company is In Ute business of providing demand side management services for customers of Florida Power & Light Company ('FP&L') pursuant to a Company initiated program known as the Energy Effideney Services Program (the *Program*); f3. Tim Customer has agreed to partidpalo In the Program by consiraoring the furnishing and upgrading of Its facilities with energy efficient equipment and systems In order to addeve polenUal electric demand and energy savings., and C. Pursuant to this Agreement, the Parties wish to set forth their understanding concerning oertoln energy ofedenoy sorvicos (the 'Services') to bo provided by the Company to the Customer under Ilia Program. NOW, THEREFORE, In consideration of the mutual promises and agreements set forth (herein, the Parties; Intending to bo legally bound, hereby agree as follows: ARTICLE 1 SCOPE OF AGREEMENT AND TERM" ' • 1,01 Seem. Subject to Clio terms and cond!Uons of..hls. Agreement, the Company shall furnish, and the Customer shall -. purchase and recoivo, Services requosled by the Customer from UM) to Vale With respect to certain specified facilities of tho Customer (each, a 'Serifs° Location') and with respect to spodfic Energy Conservation Opportunities (each, an 'ECO') tf,Itntmt. IdenUfied et a Soeviao Location, Tho Services to be furnished by the Company with respect to oath Service Location and with respect to ECOs Identified at a Sevilla° Location shall be set forth In a supplement to this Agroomenl (each, a 'Supplemental AgreemorU') which wilt bo mutually agreed upon and executed by both Parties prior to lire Company commencing work at any dostgnaled Service Location. Each Supplemental Agreement (a ,ferni of which is nllached as 1:xhibit A la this Agreement) shall cover ono or more Scrvtee Locations of the Customer and shall consist of Um following forms and schedules: Form of Supplemental Agreement Schedule A - Specification of Service location(e) Schedule © - Form of Audit Request Schedule C - Form of Agreement for Feasibility Study Schedule D - Form of Engineering and Design Order Schedule E - Form of Construction and implementation Order Schedule F Fonu of Certificate of Fiord Acceptance Schedule G - Form of Payment Agreement Upon execution of a Supplemental Agreement or any Schedule Urorolo by tho Parties, such Supptemonlal &greemenl or Sdieduls shall bo binding upon the Parties and shall bo incorporated heroin by reference as pail of this Agreomonl. In the event of nay conflict b b cen• this Agreement and a Supplemental Agreement or Schedule thereto, the terms and provisions of this Agrreomonl, as amended from lime to Umo, shall control, and in the event of any conflict between or among a Suppionhonlal Agreement and the Schedules thereto, the document el tilte latest date mutualy agreed uporh by'tiaf'e Ues shall control,, . Tlie work to be perfori iod involves a t iu•)llfased {hrOOss. .. Pli�so 1,- too provistcn of air:onorgy airdiUsludy, pe Sclheiltii° C'of elf ih'o fac[f!(t .boing considered for.i.io trppIcailon or bn rgy Conservf€Von mooseir , <hs dd I i10ted by ilie.CUsleilier. This audit h pases shall:l e self-Iw led' by 4hu .Cerupany and'shall result in °a written report presented to the City, Phaso 2 —Ally and all audit costs will be applied toward this phase and shall encompass rho aaiuisltion and Installation of the selected IIiI _PrryrrtJ. conservation and lacilily(s) improvement measures according to Schodukks C and E. 1.02 Tenn; This Agreement shall commence upon Tho EffecUvo Date and shall continue in effect for ten (10) yoars until written notice of termination by ether Party in accordanco with Iho provisions of A,5co 15 limed; 1Lovi(ted Uiat upon such written notice of termination, portions of this Agreement and of one or more Supplomental Agreements proviousty entered into by the Parties shalt roman in effect as set forth In Article 15. Tho Cily vAll have tie option to extend (Ito term for ono (1) additional five (5) year period. 1.03 Interim Period, Sub ccl to Ilio following son(onco, Uro torsi of this Agreement shall comnionco with Uio date of execution by the pariios ((lie Effective Data). Ail energy swings act+loved during No interim Period will bo fully credited to the Customer, Following oxecltion, Use Agreement shall be binding on the parties. The period between oxec lion of the Agreement and EC() Imptenientation acceptance by Uie Customer shall be known es the 'interim Period'. 1.04 Incorporation by Reference,. City of Muni RFQ 01 02.224 for Energy Porfonaianoe Savings Contracting Services, and tiro Companys Response, aro deemed as being Incorporated by roforonca heroin as if sot forth to full, These documents aro supplemental Terms to this agreeatanl. In flit avant of an oxpross conflict between this Agroomen( and those documants this Agra omont Will control. ARTICLE 2 ENERGY AUDIT AND FEASIBILITY STUDY 2.01 Initiation of Audit, From limo to limo upon tlio toques! of Uio Customer, Uto Company will meet with the Customer's energy personncl to Identify Scrvico Locations to be Included In a Company assisted energy efficiency -audit, , Tho Parks will agree upon mutually ac splablo. audit • procedures and schedules, Identify ' energy savings technologios to be revlowod, determine do Payback critolta.;. dosicod by the Customer w (li respect to now Installations, and:,;. agree upon other mailers with respect to Iho audit, all as sot • •'- forth In a Supplemental Agreement entered into by the Parltos at such lime, which shall Includo an executed Schedule A (Specllicalon of Service t.ocalion(s)) and an oxecutod Schedule a (Audit Request). All of the Services to be provided by trio Company In porforning or assisting In such audit shall bo performed by the Company at no cost to Tho �druuin �. 2 Costume' in accordance with the leans and conditions el such Supplemental Agreement and Schedules. 2,02 Audit Rorrorl, l)perr complotion of an audit conducted by [Ito Parios pursuant to Section 2.01, tiro Cowpony shall submit to tie Customer an audit. report (an 'Audit Report') identifying polenliaf ECOs, if any, al the Customer's Set viola Loc U oii(s) which the Company believes may bo cost effective to implement and which may meet the Customer's payback criteria, as sot forth In the Audit Requosl. The Company shall deslgnalo in Iho Audi( Report those ECOs, If any, for which it recommends that a detailed foasibitity study bo performed, and Iho Customer shall have thirty (30) days from /ocelot of Lilo Audit Report to notify he Company wtielhor the Customer wishes to receive a feasibility study proposal from Um Company ooncerning such ECOs. If the Cuslomor fails to request such a proposal within Um 'hilly (30) clay period, Tho Company's obligations under Tho Supplemental Agreement covering No Servtco Location(s) of the audit shall torminale, without forllior liability of eltrior Party Uieroundor. if the Custonor requests a feasibility study proposol within such nodal, then llio Company shall submit such a proposal to Uio Customer, which shall Includo a doslgnalion of Uie Sorvlces to bo provided, the tochnologtos to be lncludod In the study and Uio compensation to bo paid to Tho Canapmony for such Services. The proposal also shalt inouda a conipioicd Schedule C (Agroomont for Feasibility Study) of Ilia Supplemental Agreement, to bo oxoculad by Uio Customer and returned to Uie Company Within thirty (30) days of tiro Customor's racolpl of the proposal. If Iho Customer falls to execute and MUM to tiro Company Uio ScliodUlo C within such period, the Company's obligations under Uio Supplemental Agreemont shots torminalo, wiUtoul further liability of clliicr Party Uieroundor, If the Customor executes and returns Rio Schedule 0, Ilion the Company shall perform Iho feasibility study In accordanco with the terms thereof. 2,03 roaslblllty Roriort. Pursuant to. a feasibility study performed- by Uio Conipariy es sot forth In Section 2,02,- the Canlliaily shall rocornrilend' ECOs for' lmplonidrilalion:'.at• uic. -Sorvico Location(s) surveyed base'd'on •a•lifc•oycio. cod •apalysis and ostiinoRid O'ficrgy-saivings bor each ECO. Tho Company,shall Prri iarvrand'submil ld•Iho Customer a 'willow ro(iart'(a'Feasibility fteji rl`) spact(jnilg' eaclii recoiiin.ibnded'ECO siitr providing.. for., oac(i hri`es'Uttlale Of (si) the oxpeCled heptenionlatlon cost;;(b):(lio.. enticlkra(ed:iife-cycle cdst Savings, and (o) Uio ostinsatod trming.for Implemon(etion, all of vrlitch shall bo estimates only, based on lire Company's reasonable assumptions. In the case of cacti ECO oxarntned In a Feasibility Rnporrt, lhr, Company shill provido sufficient Information to dotormino whoUror Tho Customer's payback criteria doscribed In Schedulo C (Agrooment for Feasibility Study) of the Supplemeolol Agreement are expected to ,ll.,r_Y,411,14, bo met based on the Company's estimatos, Subject to the provisions of Schedule C. if the Feasibility Report submitted by the Company (loos not tdonlify al teas( ane potential (:CO which meets titer, Customer's agreed upon payback criloria, tho Customer shall be under no obligation to pay the Conrpany for the Feasibility Report. The Company shall bill Use direct cost assoctaled with the Feasibility Report plus roasonable overhead/profit; riot to exceed five percent (5%) which Is acceptable to Customer. 2,04 tglnoomintt and Deafen Order, The Customer shall havo thirty (30) days following receipt of a Foastbiiily Report to determine if it wisltos to proceed with the Implementation of any or all of Itho ECOs recommended by the Conrpany and to supply rho Company with a Ifs( of lire ECOs approved for furlhor action by the Company. If the Customer falls to supply the Conrpany with a list of such approved ECOs within such Itrtrty (30) day period, the Company's obligations under tho applicable Supplemental Agreement shall terrnlnalo, without further liability of the Conrpany, and tho Customer shalt pay Uro Company for the feasibility study In accordance with the provisions of Schedule C of the Supplemental Agreement (subject to (Ito teens and conditions thereat). If, howovor, lino Customer wishes to proceed with the Implonienlalion of ono or rnoro ECOs and providos the Company with a list of approved ECOs In accordance with the foregoing, the Company shall provide the Customer with a proposal to dovolop the dasIgn and (totalled cost oslimate (or each approved ECO, vrhtch proposal shall include all Services to be performed by the Company In order to quota a definitive fixed price for the Installation of each such approved ECO and Iho compensation to be paid to the Company for such Services. The proposal also shall Include a completed Sohedulo D (Engineering and Design (rder) of the Supplemental Agreement, to bo oxocuted by Um Customer and returned to rho Company within thirty (30) days of the Custosnor's tecolpt of tho proposal. If the Customer falts.to execute and return to the Conrpany lice Schedule D within such poitod, tho Company's obligations under tho epplic bie Supplemental Agreement shall terminate, without furjlier liability of llro Company, and the Customer shall pay,Uio Company for the teaslblRty study in accordance wilh,.11se provisions of Schedule C of Ilro Supplemental Agroontont.'.IF tho Customer executes and returns tiro Schedule U, than the Conrpany shall porfornr engineering and design services In accordance with the terms lhoreof. ,lien emll AR'IiCLE3 DESIr3NAND INS rAi,I.ATION 3.©f (JestnnSeiviccs and #;slirnalo. Unless of ionvlso sot faith in Schedulo D, Iho Company shall prepare and develop, or cause to be prepared and developed, designs, specifications and Installation drawings for oath approved (CO Identified In Schedule D and shall prepero, through solicitation of bids or othorwiso, a detailed cost estimate and proposod lmpienurnlation schedule for each such ECO. Tho Company shall coordinalo Its design and engineering work with (ha Costunhor's energy personnel, and a jolal technical rovtow shall he conducted with the Custonor, as set forth In Schedule D, when Uro design documents aro approxlrnately 35% and 95% compteta. Designs and specifications shall comply with ail applicable laws, codas, standards, regulations and permits (If any) and shall bo available for Inspection by the Customer at any Unto during normal business hours upon roasonabte advance notice. Upon the completion of design and dnvntcpnhcul of a final cost usUmato for each (approved ECO, tho Company shall submit to the Customor a design document (a 'Design Document') and fixed -price Installation proposal (an 'Installation Price Proposal'j, as set forth In Schedule D of the Supplomenlal Agrsontonl, 3.02 Construcilon and Implementation Order. If, on the basis of Um Company's submission, Uro Customer wishes to proceed with the Installation and construction of ono or rnoro ECOs In accordanco with Um Ooslgn Document and Installation Price Proposal, tho Customer shall notify lino Company thereof within lblrly (30) days of the receipt of such submission, and the Parties shalt thereupon complote and executo a Schedule E (Construction and fmpfcmontatien Order) of Uro Supplemental Agreemont providing for such work. Tlio Schedule E shall Incfudo the Services to bo perionned by the Company acid the price to be paid by the Customer with rasped to each sudt installed ECO. Prior to executing a Schedule E, Use Company will consult with the Customer regarding Uio selection of any third party contractors to be rotafrled by the --Company to perfomt Installation or. construction work at Um nr :Cuslonrer's Servico Location(s),(oactr, °; an 'Iritplonnontatlon t: Contractor), and tho.Cornpany shall eat soled an Implementation • 1:,Contraclor to vdrkli UIet.Cusldmer. his a' reas0s1ablo 61)h li0ii; ° .--(provided; ihowovur, that ony.lncreased cost rosullog from' Uhc need :,: ;to:soli?Ol'rlri aiiemalive'frihplcmenloUon C -7tract©r shall be berg by-. • the Cuslonier).-'if WO Customor doos not Vristr to proceed wlUt'Ui© • ....Installation of any ECO In rlccordanco I'rEUi Uro.Deslgn Document and InslallaUon Price Proposal, or if the ParUas fail to complete and execute a Sdtodulo t vribiln thirty (30) days following tho date of Um submission of the Design Document and Installation Prlte Proposal 3 .Ditt_reep, ud, to €fro Cuslonrer, then the Company's obligations under the applicable Supplonnenlal Agreement shall terminate, without further liability of the Company, and the Customer shall pay the Company for Us Services In accordance Mill Ilre provisions of Schedule D of the Supplemental Agreement. If tlio Customer elects to proceed mill an ECO end the Paphos enter Into a Schedule E in accordance with Iho loregofng, hen the Company shall provide cxonsirtrctton and installation sorvlcxrs in accordance with tito provisions Urercob, 3.03 Elimination, of Schedules. No€vrihslairding any provision in Urrs Agreement to the contrary, the Parties may elect, by mutual ogreement, to eliminate and forego nay of the steps outlined above and set forth in Schedules 0, C, and D of the Supplemental Agreement; and, in lieu hereof, Ure Pathos may agree to enter directly Into a Schedule E (Construction and Implementation Order) on he basis of a fixed price proposal for one or more t:COs submitted by the Company to the Customer for ho Service Location(s) set forth In Schedule A. Such an election may occur, for oxomplo, In the ease of a standard ECO Idontilied by tiro Company In an Audit Report, which Is of such o nature that it does not require a feasibility study Of design and engineering services is order for the Company to provido on estimate and quote a fixed•price proposal, or in order for the Customer to request that the ECO bo irupfemenied, le such a case, a Supplemental Agreement may consist of somo but not ell of the Schedules listed in Section 1,01 of th!s Agreement, and, upon entering into a Schedule E of the Supplemental Agreement, Uio Parties shall bo deemed to havo waived the preceding provisions of this Agreement which am no longer applicable. 3.04 financing. Finn* for both Phase I and II shall bo arranged by the Company, and paid from energy and oporaUonal savings, with 100% of he savings above the guaranteed amount to be the sole property of tho Customer, There shall bo no Initial capital cost le he Customer. The Customer, however, reserves he unoonditonal right to find alternate lending shoti(d It so desire during he lean of Uils agreement. The design, acquisition, and InslattaVori of end* measures should bo structured so that the energy savings, nhnbiitenanco savings, and nettled cxhpitel expendbfeis achieved by the installed energy measures aro sufficient". to cover ho entire 100 percent (100%) of all inject costs for he duration of his Agreement, In accordaneo v4di. 409,145., Florida Statutes ('F S {), as amonded .Energy and maintenance savings must result through oftdency Improvements designed to maintain existing or Improved performance levels, fe the event that Rio actual savings aro toss than he guaranteed savings, No Company shah provide cash recondliaion to he .firrn,m,. 4 Cuslonrer of the difference betvieen guaranteed and actual savings. If the actual savings am greater than the guaranteed savings, the City Will have complete ovmership of arty surplus savings. The Company's guarantee strait be a first party direct guarantee hone the Company to the Customer. No third party guarantee, such as a non - contractor Insurance company, shut! ho accepted, As set forth In Schedule E of he Suppfonhentel Agroenionl, the Company may, If U10 Customer meets Iho Company's credit criteria, provide the Customer the option of obtaining Company furnished fhnendng (or installed ECOs, to vfi!ch ease the Customer shall compensate die Company for its Services with respect to such fnsblled ECOs by means of a monthly Service Charge for a period of Urno (rho Payback Period`) Greed to by the Ponies, If offered by the Company and requested by the Customer, the tennis and conditions of such Company furnished financing, Including tho amount of the monthly Service Charge and tern of the Payback Period, shall bo agreed to by the Parties and sot fortis In a Schedule G (Payment Agreement) of he Supptemcnlal Agreement, which, together with Exhibit A (Customer Consent) to such Payment Agreement, strait be executed by he Customer and roturned to the Company concurrently with he execution and return of Schedule E (Construction and Implementation Order) of tho Supplemental Agreement. Tho Custorner acknowledges and Purees dial he Company, vrih the Customer's written consent, may kensfor or assIge, for financing purposes, to ono or more assignees, all et any part of ho Company's right to receive payments under any Schedule G, and, In connection trarovhh, 1110 Customer agrees, al the request of the Company or any assignee, to execute and deliver, to Uio extent permitted by oppiloahle law, eny and all oansonte, acknowledgments, fo?`retving the Customer's written concurrence to such assignment, Payment, Monthly payments shall bo rondo to the Company or alternate financing enmity, based solely upon energy savings, for the term of this agreement Stroh payments shall not exceed he total energy and operational savings realized under his,progrom for lids agreement. Tidporfs 'arid Moihitoringg, The "Company shall , provide the Customer With a nieasuronioril and verificuUori plan dialrofiects the • "otiofgy uUlfcoifactl! on by Use occupants of Uie les.cevcred by the. . agreement, • TtMM titan shall Include but nol bo limped to regular iit'Philton het iris Co.nir'iisi,ru-ixitf verifyloo savings provided by the Conrpany to the Customer, anal atfy. and ell projected savings. Those Savings guarantees sited bo iiionilored al lorist quarlorly by the Company and the Customer, end rocendlcd In writing on an annual basis, commencing eno year from tie dale of completion of Installation. .1711•, Yrrprred. Aereonhent Responsibility, The Company strati be regnircrl to assume total rospoaslbtity for et services offered In Ihis Agreement, and shall be considered Ilse prime contractor and the solo polls( of contact with regard to all Contractual mailers (Including warranties (oxdudinp extended warranties), nminlenarrco covered under an FPI_ Ma!atenanco Nrccmcnl, ancf guatenlee monitoring). 3.05 Cgnstruetfon and lin dententation Services Subject to the provisions of Section 3,02, the Company may employ one or more Ireplomentation Contractors In Iho porfomhanco of Services under Schedule E, which Implementation Contractors shell bo the sate responsibility of Uta Company end shall have no direct contractual relationship with the CusVxnor. In accordance tits Schederfu F, tho Company and Us Implementation Contractors shall (a) procure, corrsiracl and install all materials, equipment and systems required to lmplenhent each ECO In accordance with Use Design Documents, (b) provide and pay for all labor and support services necessary la perform such work, (o) supply to the Customer copies of any operation and maintenance manuals available from the manufacturers, vendors and suppUors of equipment or systems comprising a pad of any Installed ECO, (d) provide on•ste training for a reasonable number of the Customer's designated operating personnel, If suds training is reasonably required or necessary for the proper operation and maintenance of any complex equipment or system eemprising pert of any Installed ECO, end (o) arrange fa the final Inspection and check-out of cads installed ECO, In ocnnoden with training provided by Use Company, the Customer shell make available training areas al the Customer's Service LocoUon(s), training aids and Customer's operating personnel during normat business hours, as sal forth in Schedule E. (1) Cornftany wilt hold harmless, defend and Indemnify the customer from any claims, actions or demands of Inhplenseetaton Contractors. Upen completion of construction and fnstellaUon, the Parties shall conduct a final Inspection of each Insla'fed ECO and If the work is found to be complete„Uru. Customer shot execute and return to the Coirnpany n Schedule F (Certificate of FinalAcceplanco)` of the Supplemenlat Agreement, vttbin twenty (20) days following F.. receipt by Use Customer of a notice of substnntal cempioton.,.. from the Company, If, upon lnspocton, tho work Is not found: to, bo subslentinty compielo, er If any material detect or deficiency - exlsts, then the Customer shell so notify the Company ns sot forth In Schedule E and Use Contpany shall perform any necessary corrections prior to Use Customer executing and returning a Schedule F. The date upon whit Use Customer 5 Issues, or is deemed pursuant to Schedule E Io issue, a Schedule F with respect to an ECU siaall be cued let herein its Ilse 'flout Acceptance Date' for such ECO. (g) The Company shall he responsible for compliance with nil applicable codes, statutes, and permitting requiromenis, Alf engglneering, design, InslnllaUon, and construction work shall bo done by contractors properly licensed, certified, and bonded to ix:rfornt such work in lire Slate of Florida. 3.00 Energy Savings Guarantoo, Company hos formulated and guaranteed Uio level of energy savings which will be achieved ns n result of the lnstaltoVon and operation of Uto E:qutpmonl and provision of services provided for In Vats Agreement. The 'Enorgy Savings Guarantee' Is set forth to Schedule C and in accordance tvth Exhibit 8 enVUod 'Standards of Camfort.' Tho energy savings guarantee shall provide sufficient cash flow for Um Customer to rcalizo u minimum 10% level of sayings. My savings reaiived which oxceeds the guaranteed antount shalt be and remain Um sole property of the Custer ner. 3.07 Fees, The fees to bo paid by the Customer for the Construction Phase of this Agreement slharl Ito calculated es (dews: Total Project Cost per Schedules C and E. Less FPI. Rebates (FPL rebate assigned to Company as adjusted by FPI.) equals Cost of Prefect to Customer Progress payments will bo nendre to Company per Progress Payment Schedule of Values provided in Schedule E. 3.00 Foes and Savings Actual energy savings achieved by Company shall be sulidenl to cover tie amount guaranteed, as adjusted by the baseline with respect to Company's services. 3,00 Billing lrtre/maton Proce�lafre. Billing shall rear only atter the start of Um Effective Dale as that term Is dofincd In the Recitals el this Agreement. Payments due to Company shag hc.calcutaled each month during the Interim Period In the following manner: • 3,09-i Canipany- shalt submit 'detailed Invoices to the ._ • .Custom r, In care of the Contract Administrator, The Customer siiptf be afforded' (30) days to Wow; edminenl,-�epprovo,. -payment of same, and pay the Company, 3.10 Des for Maintenance, Equipment service and malntonancxt performed by the Company grad referenced In Sddiedulo C vriU bo payable In accordance with the Financial Cash Flour Analysis Annual .w r,_r,,,+,,,d. Service Cost Column. The amount duo wilt bo llte amount staled in year 1, and then oscalated by the Consumer Prico Index with no cap. 3.11 Annual Rod, and Reconciliation, Within 60 days of the end of each hwelvo-month 1}Crud, Company end Customer shall review the quarantood and actual energy savings and any payments made by Customer, and shall deterniino the annual nol savings andlor payment figures. In Um event that actual savings aro less Ulan the guaranteed savings, Um Company will pay the shortfall to tho Cnstomor, In accordance with E.S. 489.145. Company shall make paymonls of any shortfalls to Customer within 45 days alter tho savings guarantee Is reconc(od, Lalo payments snarl ammo sfrnplo Mims( of twelve (12%) porcont I)er annum. 3,12 Vorificalfop of Snorrty Savings. If applicable, Uto Resign Documents shall set forth appropriate systems and procedures for measuring and verifying the actual energy savings rosufUng front tho InplemontatIon of an ECO, At tho Customers request, kilo Company shall assist tho Customer In measuring and verifying such energy swings with respect to oath ECO following the Flnal Accnplanco Da(o. Tito Companys compensation for such Services shall be included In the componsaton to be paid to Ore Company pursuant to Sctodulo E. ARTICLE 4 WARRANTY 4,01 Dorval Warranty. The Company warrants to tho Customer that tho Services performed by tiro Company under Uh1s Agrcemont and under any Supplomentnl Iroamont shall be performed with the degroo of skill and care that Is required by current good and sound professional procedures and pracUcos, and In conformance with gonarally accopfod Industry standards prevailing at lire limo Ilia Ser4cos aro performed. Tho Company further warrants that all equipment and materials provded and installed by the Company in.cbnnoctai with lfio Iitptomonlalion of any EGO thereunder shall be new, shall be froo from significant dofecls in doslgn, engineering, malr$rlals, eonstnicllon and workmanslh(p, and shah conform in ell material respects with all requlremonls of law and tho contract warranties, oho fnaI Design Documents applicable to such ECO and all doscriptions sot forth therein, applicable ongineodncj and construction codes and standards, and all other requirements of tsls Agreement and of tho applicable Supptomental Agreement. 4.02 Equipment Warranty Company covenants and agrees Uhal all equipment Installed as part of this Agreomonl is now, in , N,nsmc. good and proper working condition and protected by approprialo written warrantios covering all parts. Company further agrees to deliver to Customer for iuspcction and approval all such written warranties; during the warranty period described in Section 4.03, to pursue rights and remedlos against rnauufaclumr and sotto( of Ulu equipment under the warranties in tho event of equipment malfunction or improper or dofectivo function, and defects in parts, workmanship and performance; to notify Customer whanovcr dofecfs In equipment parts or performance oozy which Ova rise to such rights end remcdics and those rights and remedles aro exorcised by Company. 4.03 Warranty Period, Tho warranty period for tho warranties sot forth in Section 4.01 shall oxlond, with respect to oach Installed ECO, for a period of Iwo (2) years following the substantial comploUon dato for such ECO. The warranty period for any Sehvoces performed by tho Company hereunder or under any Supplemental Agreement which do not result In tho inslatiaUon or full ImplemonlaUon of an ECO shall oxlend for a period of ono (1) year following the dato of completion of such Services. 4,04 Ronsedfos. The Customer shaft promptly notify the Company In writing of Uro discovery during the epplicablo warranty period of any broach of the Company's warranties under SoeUon 4.01, Including any drfocts In tho equipment or materials Installed as part of an ECO. As the Customer's sole and oxduslvo remedy for any such bread' of the Company's warranties, the Company shall, al lis own cost and expense, as soon as reasonably possible following the Company's recolpt of notioa of any breach of warranty or Use Company's otherwise obtaining knowledge of any broach el warranty, perform any necessary services to correct any dofdencles and repalr or, If necessary, replace, rework and retest (if appropriate) dofectvo equlpmonl and constnrction workmanshlp andlor provufo at tho Company's expanse any changes, modifications or additions to the work \Alien• aro tr000ssary duo to a (storo to perform any Services horeunder and furnish tho equipment and moturiola In accordance with Uto standards sot forth In Section 4.01: / 4 costs incidental to tho Compsiiy!s rework and ,testing Iherecf shall bo borne by tho Company. The 'Compaq' shall tsso roasonable efforts to porfornisuch remedial.aotfons and _mal mako any tests lifosucb a:ilhanner. and al sucha.Urito so as.to minInifze disrajlkpn of normal oporalions _al Uhq.Cugtorner's S�orylc4l.00atoon; . ll.tho.Comparny (alls.lo correct de(ectivq. or: nonconforinleg_Servicas or mr�ierfals within a reasonable Unto+alter ivritivti,nolkq..from. Uuh.Custornor, Inc Customer may correct and, If necessary, retest the santo at tho Company's eXpen5e. 6 4.05 Vendor Warranllos. Without [tinning tho Company's warranty set forUi In Section 4,01, tho Company, In procuring materials and equipment for on ECO, shall use reasonable of foils to ,r;.0 IYrpvtdi obtain elandard vendor warranties front the supplier or Implementation Contractor for the benefit of the Company and the Cuslemor, and whom practical shaft attempt to obtain warranty periods of longer than one (1) year from tho substantial acceptance date, if such extended warranty periods do not increase Rio Company's prominent costs. T1ro Customer sharl be entitled to the benefit of any vendor or Implementation Contractor warranties obtained which aro bolter or of longer dura0on than thoso provided by the Company hereunder, 11 any such warranllos are for n period longer Ulan lho Company's warranties, they shall be transferred to the Customer al tho end of Um Company's warranty period hereundor, and Um Company shell Uhoronflor act, ai tho Customer's request and expense, as liaison for the Customer with such vendors or Imp!omentalion Contactors In prosecuting any warranty claims. 4.00 Company Principally_ Re sport slbfe. Nalvrithslanding Section 4.04, tho Company shall havo primary iiatx0y with respect to all Company warrantlos sat forth In Section 4.01, Including warranties with respect to materials and equipment, whetter or not any (wont or doted Is also covered by a vendor or Implementation Contractor warranty, and the Customer need only look to the Company for ccrrectivo action pursuant to Section 4.03; provided that the Company shall recelvo Uto benefit of any vendor or Implementation Contractor warranties, 4.07 Warranty Exclusions, The liabilities and obligations of the Company under Uils Moto 4 do not extend to any repairs, adjustments, alterations, replacements or maintenance which may bo requlrod as a rosull of wear and hoar In Cite operation or use of an instatted ECO, or as a result of the Customer's failure to oixualo or maintain an ECO In accordance with the operating manuals or lnslrucUons supplied by tho Company, or In accordanco with tho lralntng provided by Uto Company to Customer's personnel. 4.00 No hustled Warrantios. Except as oxpressly provided In this 'article 4, tho company makes no warranties or guarantees, oxpress or Impltod, concerning the servicos'ar any ECO, and the company disclaims any warranty Inrptlod Jry law, incliting fmpllod svarranllos of nrorchenitablllly or fitness: for a particular purpose and Irnplted warranties of custom or usago. Tho company makes no wnrranilos or guaroniees of any nature whalsoovor concerning Ito actual reduction In the cuslontor's energy usage es a result of (Ito Installation and oporalion of any ECO, and tho customor'rcknowledgos and .r1E,n,inl+ agrees Thal any estimated savings, estimated load reductions or other similar projections supplied or made by Itre company shall he for Informational purposes only and shrill not constitute a warranty or guarantee by the company of the actual savings or load redaction, if any, vrliich may he experienced by Ilia customer., ARTICLE 5 STANDARDS OF COMFORT 0,01 Company shall maintain the Equipment In rr manner which Willl provide the standards of healing, coaling, het water, and lighting as described In Exhibit 13. ARTICLE 6 LIMITATION OF TI tE COMPANY'S t.IAL3ILITY 6,01 Ng. Operating or Maintenance Ramon sibl!It . Except as otherwise specifically provided In Arlide 4, lho Company shall have no rosponsibility or liability with respect to any ECO after lite substantial completion dale thereof, and Ow Customer Slrnll bo solely responsible for tho operation, inalnlenence and utilization of each ECO allor such date. Without timlUng Ono generality of Om foregoing, no paymonl obligation of tho Customer hereunder, or tinder any Supplornental Agreement or Schedule, shalt bo affected by Uto actual performance of any ECO following the FUnal Acceptance Oslo, end the Service Charge to bo pald by tho Customer pursuant to Schedule G of any Supplemental Agreement shall not bo measured or dolemtlned (n ony manner by tho actual amount of energy savings or load reduction resulting from tho Implementation or operation of any ECU. 0.02 Consaquentlal Darnacjos, In no event shall the Company, its officers, directors, part:tors, shareholders, employees or affiliates, or any ImplornontsUon Contractor or Ifs employees or affifialos, be liable to the Customer for special, Indirect, oxemplary, punitivo or consequential damages of any nature whatsoever connected with or rosuitl1g, Iro n tlho Sorvicos or from performance or non: porformance of this„ Agreenten't„or any Supplonterslal,AgrCophcn( er 8611e00le; damages or claims fn Ute nitro of test ra. eauo, !naive or profits, loss of Uso, .or cost of capital, Irresliectvo ef..wrlteUhor situ) damages ern reasonably forescoablo and Irrespective or wihothor such ,cfolnhs•are based, u;mni .neglfgeneo,: strict liability, osnlrkil, • _ 6parntion:of law or ourenviso. 7 6.03 Wort Except in cases of Willful misconduct, tho Parties Intend tsal the waivers and disclaimers of liability, roloases from liability, limitations and appodionmonts of liability, and exclusive ar,r, s'„p,t,<r. remedy provisions expressed throughout this Age -ironed anti in any Supplemental Agreement or Schedule shall apply even in the event of the fault, negligence (in who!o or in pad), strict liability or breach of contract of the person released or whose liability is waived, disclaimed, limited, apportioned or fixed by such remedy provision, and shall extend lo such person's affiliates and to Its and their partners, shareholders, directors, officers, employees, contractors and agents. The Parties also inteed and agree that such provis!onns shall continuo in full force and effect noteethslanding the terminal/on, suspension, cancellation or rescission of this Agreement, any Supplemental Agreement, 5chedute or any other agreement entered Into pursuant hereto. No officer, director, employee, agent or other individual representative of either Marty shall bo personally responsible for any Ilab .ily arising under this Agreement or any Supplemental Agreement or Schedule, 0.04 aonletilos. Where remedies are oxprossly afforded by Oils Agreement or any Supplemental Agreement or St hedulo with respect to the Services provided by the Company, such remedies are intended by the Parties to be the solo and exclusive remedies of the Cuslorner for the award of damages from the Company rinsing out of or In connection with the Services or tits Agreement. Tito parties reserve any remedy otherwise ava'Iab1e el law or In equity, Including, without limitation, the ability to enforco Rio lens of the agreement snit es spedfhc performance or to seek rofomiaUon or resdsslon of this agreement, as warranted and es nl!owed by lanes of the Stone of Florida. ARTICLE 7 ACCESS AND INFORMATION 7,01 Access to Servfco Locations. Upon the request of lho Company, the Customer shall provide the Company end ge Implementation Contractors with roasonabie access to tho Service LocaUon(s) to enable the Company to perform all Serroes herounder end under any Supptemonlel A,grectnent end to verify and confirm the operation of any Installed ECO following the Final Atrcplenco Date. The Company also shall have access to the Service l.oc llon(s) during the warrwgly period spedfed In Article 4 for purposes of performing_Ils. obligations thereunder. The Customer shall prowfclo the Company with storage and laydown areas al the Sorvice LocaUon(s), as applicable, during the installation of ECOs and shall make available any construction power and other utilities required by ire Company and Its Implementation Contractors lo peon the Services, The Company and Its Impiemenlaeon Contractors shall observe all of the Customer's safety and security procedures at the Service Locaton(s), to the extent made known to the Company, and shall not unreasonably disturb or inlcrnrpt the Cus(omer's operations ni slirh locatien(s). 7.02 jrlfornl lion. The Customer shall promptly comply w.h all reasonable requests by the Company tor information oineernirig the Service lecollon(s), as regelred by the Company to par form the Services, and information to enable the Company to determine the actual energy savings and load reduction achieved at the Service Location(s) as a result of ECO In plenhenlaton. The Customer also shall provide Ole Company with any information and other assistance reasonably required to verily to the Florida Public Service Commission (the 'Commission') tho dewed and energy savings achieved and the related costs thereof. The Customer woos that the Company may disclose such Information obtained by Um Company or provided by the Customer pursuaul to this Agreement or any Supplemental Agreement to the Commission and to any other public authority /raving (unisd eton. ARTICLE 6 DOCUMENTS AND DATA 8.01 Ovinersitlp_ Rights. Any Audit Report, Feasibility Study, Doslgn Document or other report or document furnished or to he furnished by the Company pursuaul to this Nyoemont or any Supplemental Agreement shell become the property of the Customer, upon payment, and may bo used by the Customer for the oporaton, ma.nlenanoo, rapier or alternton of any ECO Installed by the Company. Nohvitnstanding the foregoing, the Customer shall not acquire any rights or /mores( v4t11 respect to VW Company's or Rs Implementation Contractors' proprietary todhnofogy, processes or computer solhvaro that may bo used in connection will h the Services or the supply of equipment and materials (hereunder. 8.02 Uso of Documents After Torrnlnaltott. If any Supplemental Agreement or Sdnedu!o is temhineled, In whole or in part, by the Customer prior to ccmploton of am Inslaltaton of any ECO, or Um Customer chooses not to proceed with the Implementation of en ECO as set forth herelrr, then the Customer shall be entitled lo use !pr its .own purposes any Apdil Report, Feasibility Study, Design Dpcxrnngp( or otsgr documon(s famished by the Company hereunder, upon payment of the Company, . . . .. ARTICLE 9 INSURANCE th,01 Insuranco to be Ma14a11noc1 by the Compan. At any lime Uhal the Company Is performing Services under Oils Agreement or under any Supplemental Agreement at any Customer Service Location, the Company shall keep arid maintain, with Insurers of recognized responsibility, tho following Insuranc , vehich shell Include the minimum coverages and limits set forth below: Pain„,++. .n,ie r,+p+rea. 8 9,U1-1 Worker's Compensation 'neurone° covering ail of the Company's employees as required by lave ttellim en amount not less than e500,000 per occurrence, 9.01-2 Commercial General Liability tnsurltnco, Including contractual liability, promises and operations, broad -fore property damage, products/completed operations, Independent contractor, and personal Injury coverages, vrith a limit of not loss than $2,000,000 for each occurrence, oombined single Until; and 9,01.3 Comprehensive Automobile liability Insurance, including coverage for liability arising out of tho use of owned, nor -owned, leased or hired aulcmobilos, for both bodily Injury tied properly damage In occordenco with stolo legal requirements, having not less than $2,000,000 combined single limit par ocxxrrrone°. 9,01-4 Professional Liability mfnimunt of $1,000,000 Combined Singlo Limit per dorm, vdtt a $2,000,000 General Aggregalo Umlt. Insuranco policies to be carried under this ailreereaht shall not bo materially changed or cancelled, vrilhoul thirty (30) days prior written notification to the Customer. 9,02 policy Requirements. Any insurance carded by the Customer with respect to the Services of the Company shall bo deemed to be excoss and not contributory insurance, and the Companys Insurance to be provided hereunder shall bet primary to the Customer's coverage for all purposes, despite any conflctirmg provisions to tie policies to the contrary, No policy maintained by the Company hereunder shall be subject to cancellation or reduction In coverngo or amount, except upon thirty (30) days prior written nolico thereof (ten (10) days for non•paymenl of premiums) to the Customer al Its addreet—Sei forth in Section 18.01. The Company shall provide. proof'et coverage to tho Customer with rospect. to Ule fnsuraricr required to be maintained hereunder al 'any Ume upon Uie Customer's request. 0.03 Iltlplementation Contractor Insurance, The Conapeny shall require such liability Insurance of Rs Implementation Contractors performing services at a Service Location as shall be reasonable and In accordance vdth IndusUy practices fin rfJmim e. 9 relation to the vrork or other items being provided by each such Irnp!ereenletion Contractor. Upon rho Custome's request. the Company shall l}rovido the Customer evidence of the !nsurartee coverages carried by any Inmplememetion Curttructor. 9.04 Saleinsuranco The Company roservos the r'tgltt le self - insure any obligations of Miele 9. ARTICLE 10 tN0Ft,INIFICATION 10,01 Tiro Company shall (Weevilly rod hold harmless the Customer end Its officers, employees, agente and tnslrurentui ies from any and ail liability,, losses or damages, Including attorneys' tees and sts of defense, wheel tho Customer or Its officers, employees, agents or lnslnimentel'Eios mny trete an n result of claims, demands, sults, causes of actions or proceedings of any kind or nature eitsing out of, relating to or resulting from Iho performance of 5i1s Agreement by the Company or its employees, agents, servants, partners principals or subcontractors, except and solely to tho extent such injury, death, or damage Is not caused by the Customer, Company shall pay all claims and kisses In conneolion therewith and strati Investigate and defend all claims, suits or actions of any kind or nature In the name of the Customer, where applicable, including appellate proceedings, end shell pay ail costs, judgments, and ellomey's fees which may issue thereon, Conipany expressly understands and agrees Vial any insurance protection required by this Agreement or otherwise provided by Company shall in no way limit the responsibility to indemnify, keep and save Waitress and defend the Customer or Its officers, employees, agents anti instrumentalities es herein provided. Tito Customer does horeby agroa t0 Indemnify and hold harmless rho Company to the extent and within the limitations of Section 769,20 Florida Statute, subject to the provisions of That Statute whereby the Customer shall not be hold liable to pay a personal injury or properly damage claim or judgment by any are person which extends the sum of $100,000, or any claim or judgments or portions thereof, Which, when Totaled. with ail -tither occurrence, exceeds the sum of $200,000 Pram any and all personal injury or property damage claims, liabilities, losses end cause* of obit which neap: arise solely as 'a rosult of the negligence .of the Customer. However, nothing herein shall be deemed to Indemnify Iho Corpaany.from any liability or claim arlsing out of the negligent porformanco or faituro of. performance of the Company or any unrelated third party. 10,02 Survival. The obtlgaUons of Uro respective Parties under this Ar5do f0 shall swvivo the ineelnaton of the Agreement or of any rrl,te, PeCpee,4. 5trppkmonlal Agreement with respect to any claims or liability prising prior to such termination ARTICLE 'f'1 HAZARDOUS MATERIALS 11.01 l ho Customer shall havo solo responsibility and liability with rospecl to lha proper identification, removal and disposal of any hazardous materials (e.g„ asbestos) or correction of any hazardous condition al a Service Loc lion which affects tho Company's performance of Um Services hereunder or under any Supplemental Agreement. If, during the course of performing the Services, tho Company boc hies aware of any such hazardous materials or hazardous condition, Um Company shall roporl such molter to Um Customer lmnrodiatoly and before disturbing (or further disturbing) such materials or condition. Work In Uhe alfecled areas shall bo rosrrmed by the Company only upon Ure written direction of the Customer, whorl such materials have been removed or such coadiUon has been corrected, and then only it such contmraUon or work shall not violate any applicable law or permit, ARTICLE 12 PASSAGE PP TITLE, APPROPRIATIONS, WARRANTY OF TITLE, CUSTOMER INSURANCE AND TAXES, 12,01 pass ago of Titte. Legal Rio to oaclh Installed ECO, Including all equipment and materials comprising a part Uioreof, shall pass lo the Customer upon the Final Ac oplanco Dalo for the ECO. I1otvrithstanding tho foregoing, tho Customer shall boar all risk of loss or damage of any kind with rospecl to all or any part of air ECO located al a Service Location, whether installed or not, and the Customer shall Indornnify and pay the Company for Iho repair or replacement of any ECO or component tlscreof stolen, lost, destroyed or damaged at a Sr:Mee Location, unless Kid) toss or damage is directly caused by Lilo Company or an Implementation Contractor retained by the Company. Loss or damago to ail ECO directly caused by '- Uie Company or its treptemonlaUon Contractor shall be the:._ rosponsibilily of tho Company. 12,02 Appropriations. Subject lo No laws concernli4;.' municipal budgets and appropriations tho Custoner promises to !rind payments to the Company under this agreement. 12.03 wawa, of Title. The Company warrants good He to all ECOs and components taorcof furnished or Installed by the Company or Its Implementation Contractors, and the Company warrants that litre to such ECOs and components shall pass to hour,,„ 10 and vest in [Ito Customer as sot forth in Section 12.01 free and clear of all liens, claims, charges, security Interests, encumbrances and rights ut oilier Ina tk s arising as ar result of biro actions or failure to act of the Corrrpany, Its Implementation Contractors, or their employees. 12,04 Customer Insurance. During and throughout the term ()Hills Agreement, Ilse Cuslonrer agrees, to provido a cerlitieato of self. Insuranco covorago issued by its Risk Manager, Such coltifeates shall provide el least 30 days prior written notice of cancellation. 12.05 Taxos. Tiro Company shall be responsible for the payment of any required taxes or loos assoclatod with this agroomant. The Company shall pay any sales and use taxes imposed on Elio ECOs prior to Lilo Companys delivery or Installation of the ECOs, as required by applicable taw, subJccl to any solos and usn lax oxomplions available to Um Company and the Customer. ARTICLE 13 FORCE MAJEURE 13.01 Neither tho Company nor Um Customer shall be conslderod to be In default In tho perfomianco of Its obligations under Oils Agreement or under any Supplemental Agreement or Schedute, except obligations to mako paymonts with rospecl to amounts already accrued, to Um extent Ural parformanrx; of any such obligation is provented or delayed by any cnuso, existing or future, which Is boyond the reasonable control of, and not a result of the fault or nogllgonco of, Um effected Party (a 'Force MaJouro Event`). if a Party Is prevented or delayed In Iho performance of any such obligation by a Force Majeure Event, such Party shall Immediately provide notice to the other Polly of IJur clrcumstancos proventng or delaying performance and Um oxpected duration thereof. Such noUco shall bo confirmed In waiting as soon as roasonabty passiblo, The Party so affected by a Forco MaJeuro Event shall endeavor, to Om oxlonl reasonable, to renrovo the obstacles which prevent porformanco and shall resume lwrformonco of ils obligations as soon as roason ably pracioabto. ARTICLE 14 CHANGES 14,61 Tho Customer shall have -the right lo'requesf changos'in the. F :ixlrxrs'(iiadh, n'Charig&), CsoirslstIng of,ri1odif.c.9ons or acldlllorw, 'to, ;or deletions -from; any work to bo polrormed o'r matcrials to bo` provided by tho Company pursuant to this Agreement, or any Supplemental Agreement or Schedule Usauelo, A Change also may result from any failure of tho Cus4onioi, or Its roprosonlalvos or agents, to fulfill Its obligations hereunder, which faitura materially adversely affects Use Cornpnnys col, scfrerluto or performance under Otis Agreement or any Supplemental Agreement or Schodulo. Should any Change cause ash Incroase or decrease In the cost of or .Ikle_r`e,p. ,J. time required for lho Companys performance, or otherwise affect any provision of this Agreement or any Suppienwnlal Agreement or Schedule, an equitable edjuslmonl shall be made to the Companys compensation and any other provision of this Agreement or of any Supplonteetal. Agreement or Schedule which Is thereby affected, by mutual agreement of rho Parties, The Company shall not be obligated to proceed with or perform eny Crime o requested by the Customer hereunder until the Parties have agreed in writing u(xm any such adjustments resulting from the Change. Except to the extent a Change specifically results in en amendment or adjustment to ono or more provisions of this Agreement or of any : upplentanlal Agreement or Scheduto, ell provisions hereof and thereof shall apply to all Changes, and no Changa shall be Implied as a result of any other Change. ARTICLE 15 TERMINATION AND DEFAULT 15.01 Termination for Convenience. Either Party may terminalo this Agreement or any Supplemental Agreement, In Its sole discretion, at any Uro, without further liability, upon ten (10) days prior written notice to the other Party; provides!, however, that such termination shall not npply 'i h respect to any Services or work of the Company previously ordered by tho Customer under a Supp;orental Agreement Schedule entered Into by Uhe Parties on or prior to the termination dale. With respect to any such previously ordered Servtcos or work, Including any previously Inlp',emonled GCO or ECO under implementation, this Agreement and urn oppttoable Supp!orontai Agreement and Sdmodutos entered Into thereunder, shall remain In full fore and effect In accordance with their terms, unless the Parties speditcatiy agree In writing to the contrary. 15.02 Termination for Cause 15.02.1 naor� bCusn(totor on - Ovfrl t1J. The CustoTorntlmer strolltghavey uho ritoghrot lermCbatenluathis,y . : Agreoment and ony Supplemental Agreement for cause If (a) any proceeding Is Instituted against tto Company seeking to adjudicate Umo Company as bankrupt or Insolvent, or If Oro Company makes a general assignment for the benefit of its creditors, or If a reviver Is appointed on account of Umo insolvency of the Company, or It Umo Company files a petition socking le take advantago of any other law retelling to bankruptcy, Insolvency, reorganlzaUon, winding up or conmposidon or readjustment of debts end, In lice case of nay such proceeding Instituted against Me Company Out not by the Company) such proceeding is not dismissed within sixty (GO) days of such icing, or (b) the Company substantia'ty fairs to perform Its obligations hereunder or under any Supplemental Agreement; provded, in the case of clause (14, that Use Customer first has given the Company fifteen (15) days written notice of doled of any payment obligation or thirty (30) days written notion of any ether default, and the Company has failed to cure the default (or, if the nan•paymerd default cannot be cured NvithIn thirty (30) days, limo Company has not e inn'enced lite cure within that period and diligently proceeds therewith). In Uto case of such a tcrnifnalion by the Customer, to the extent that the reasonable and necessary costs of completing uny SorviCt+s previously ordered by Uto Customer hereunder or under any Supplemental Agreement or Schedule, Including anntpensation for obtaining a replacement contractor or for obleln!ng additional professional services required as n consequence of the Companys breach, exceed those costs with would have boon payable to the Company but for the Companys breach, Ure Company shall pay the difference to the Cuslonter. Tho Company, In tern, shaft bo entitled to bo paid an amount (to the extent not already paid) equal to the sum of all of its reasonable costs Insured In performing Ilia Servicos up la the termination date, including ail costs incurred with respect to any Implementation Contractors; provided that the Company makes available to the Customer all of Ulu work product, equipment and materiels produced or obtained by Um Company in performing such Services. Notwit hstand!ng limo forogoiag and notwithstanding any other provisions set forum heroin or In any Supplemental Agreement or Schedule to the contrary, such a termination by the Customer sgtogt not affect or diminish In any fray arty liability already incurred by llio Customer pursuant to any Schedule G (Payment Agreement) already entered into by the Cuslonter prior to the fern►tnaton date, and oacih such Schedule G shall rem elit In (ult forco and effect. 15.02-2 Ternttnatton by rho Company for Custom [Jesuit, Tito Company shatbhave•Ume rgghl to terminate this . --I-Agreement nod any SupplaMen(el Agreement lor.causo If (a) the - Customer makes a general assignment for the bend! of -its • ••aodiler5; or::if a receiver Is %appointed. on. account of lire Insolvency .of.Uto Customer; or: ifthe:Custerer files a p0010n, • • seeking. .to.=lake. advantago- of - any..other 1ai'r rolatng- to bankruptcy, _ insolvency, reorganization, winding up or composition of or readJustrenl of debts and, In the case of any such proceeding Instituted against Ma Customer (but not by Iho Customer) such proceeding Is not dismissed orithin sixty (00) days of such htiug, Of (b) if Umo Customer substantially fails to 1I. .111U tur.re3. perform Us obligations lhoreinder or under may GOpptenhenlal Agreement, including any payment obligation; provide(. In tho case of clause (b), that am Company first has given fifteen (15) days vrrilien notice of default of any payment obligation or thirty (30) days written notice of any other default, and the Customer has failed to cure the default (ot, it tho non-payment default einurol tw cured within thirty (30) days, has cot commenced the cure within Ural period and diligently proceeds hermit). In the event of such a termination by tie Company, the Company shall bo added, as its solo remody, to tiro paid an amount oqual to the suet of (i) all amounts due and payable and not already paid under any Supplemental Agreement ar Schedule for Services performed by the Company prior to trio termination dato, (ii) an amount equal to the sum of oil of tlho Company's reasonable costs and expenses incurred In parformtng Services up to rho termination dale, to tho extent the Company's compensation for such Services Is not included in the amounts sot forth In clause (1) of rho foregoing, end (lit) all of Urn Company's roasortablo costs and expenses of termination, Incuding cancellation chargos and domobllization costs assossed against Uho Company by Its ImplomentaUen Contractors. Notwithstanding the foregoing and notwithstanding any other provistons set forth Itoreln or In any Supplemental Agreement or Sdhodute to the contrary, such a tornilnrfon by the Company shalt not in itself affect or diminish In any way any liability already Incurred by (Ito Customer pursuant fio any Schedule 0 (PaynhentA,greement) already entered Into by the Customer prior to Um termination dale, and each sudi Sdhedulo G shall romaln In full force and effect. 16.02•3 Payrihan(. All amounts pnyablo by either Party pursuant to Uhts Section 15.02.3 shall bo duo within Ih dy (30) days folloavieg tho submission by tho other Party el an Invotco therefore, whfdh Invoice shall ine ado. On Incurring the costs and tho costs of the erbttitator shall be shared Itomlzallon of costs Will fospocl to any arnerrnts measured • oqurllty by the PaUUos• on the basis of roimbursablo costs. Such rotnhbursabli -- • - costs also shall bo subfect to audit by the other Party, at the, ,16.03 Pot dan of disputo. The existence of any dispute, other Patty's nxpenso upon reasonablo advance notc:i _controversy or claim- under this Agreement, or any SOppioni nt5l provided that such audit shall bo mmpteled within sixty (50) •AgroometnLor Sdheduto, or go pondency of tho dispiite •solUcnienior days follovrng the submission of the Invoice. Amounts not- .resolution procedures set forth herein shall not In and of thomselves paid by oitlher Party to Um other when duo hereunder shall - ..reltavo or oxcuso cutter Party from its ongoing dutos and obligations boar interest, from the dato payment was duo to and horoundor or Uherouncier. Including die data of payment at a rate equal to Uro tosser of one percent (1%) per rnonllh, or the maximum rat° permitted by appiioable law (tho 'eelayod Payment Ralo'). 16.01 ResahtUoih_by Arbitration. My controversy, dispulu or claim between the Parties arising out of or relating to this Agreement, ar any Sufrpiernuntal Agreement or Schedule, or tiro brcncch Urereof, which the Partios n[O unable to resolve by COnsullu Jn and uagoliation shall be submitted to arbitration and shall he settled by arbitration In accordance with the Commercial Arbltation Pules (the 'Rufos') of tie American Arbllratidn Associalon ('AAA') then {n effect and fho provisions of this Article. No sult at law orlrtch seeks to resolve any controversy, disputo or claim botvreer the Parties shall be instituted by Mbar Party, °xcnpt vAloro such suit Is Instituted to spponl or confirm an arbllratioh award rendered pursuant to Iris ArGclo 16. Any controversy, disputo or dslm submitted to arbitration shall ho sallied by arbitration in Miami, Florida, unloss olherwiso agreed by the Parties. Florida Law shall apply to Resolution by arbitration. Any award entered Ixhrsuruhl to such erbllraton shall bo binding on both Parties, and judgment upon the award rendorod or received may bo entered In a court of competent Jurlsdict on In tho State of Florida, Exciusivo jurisdiction for the entry of Judgment on any ahbilralion award rotative to any controversy er calm botwoon the Parties shalt lie In any court of npproprriato subject matter Jurisdiction located In Florida, and the Parties hereby oxprossly subject lthemaselvos to the porsonol Jurisdiction of said court for entry of uny such Judgrnont and for the resolution of any disputo, action, or suit arising In oonneckorr uillh tiro entry at such judgment. • ARTICLE10 DISPUTES 11140.10,4. 12 10,02 Arbitration Proceodlnrt. The controversy, dispute or cairn to be arbitrated shall be referred to ono (1) arbitrator to be soloclod by tiro Parties by altematoly striking from a lisl of Moo (9) arbitrators provided by Um N+A. Ail dedslons and awards shall bo nrado by rho arbitrator In writing. After a notloe of dontond for arbitration has boon filed in accordance with the Rufes, the Pantos may, to tte extent pomttted by rho Rulos, nhako discovory of any matter relevant to such dispute before the hearing. Any costs associated with arblirallon under this Mato 10, Indudiag but trot limited to aliotnoys fees and vitnoss 'expenses, shall be paid by the Party odgtnally ARTICLE 17 ASSIGNMENT 17.01 .A.groctltonl Binding. This Agreement and each Supplemental Agreement entered Into by the Pa 1ios shall bo binding upon, and shall inure to the benefit of, the Parties and their successors and permitted assigns. 17.02 Permitted Assignment. (a) Company may, with notice to and consent of Customer, which consent may not be unreasonably withheld, but acknowledging that the Agreement Is considered to be unique In nature to the abilities of the Company, delegate its duties and Its performance under this Agreement, andlor tibliae contractors, provided that any asstgneo(s), designco(s), or contactors) shall honor the terms of Ellis Agreement and shalt so bind Itself. Tiro Customer, al its solo discretion, may require that such assignees, designees, or the like, sign assignment and assumption agreements satisfactory to tho Customer. 17.03 No Third Party. ficinofleiarlm, Excopl as otherwise expressly provided herein, neither Ihls Agreement nor any Suppfomontal Agreement or Schedule, nor any term or provision hereof or thereof, shall bo construed as being for tho benefit of any party not a signatory hereto. ARTICLE 18 NOTICES 10,01 in Wilting, AJI notices, demands, offers or other written communications required or permitted to be given pursuant to this Agreement, or any Supplemental Agreement or Schedule, shall bo In writing slgrhed by the Party giving such notice and shall be marled by U.S. Maif, postage prepaid, coudered or faxed as follows: If to the Comnanv: FPL 700 lintvorsa Eilvd, Juno Bead), FL 33408.0420 Fax: (501) 601.7305 Tel,: (954) 691.7087 Attention; General Counsel If to Ole Customer: City of Mlaml Department of Capital lmprovernerrls 444 8.W, 2.^rAvo•, 8r�Floor Miami, Ft I'IFLFL 33130 Fax: (305) 419•2153 Tel: (305) 416.1287 Attention Deputy Director 13 lath Pally shall have ihn right to change the place to which notices shall be seal or delivered or to specify one additional address to which copies of notices may be sear, In either case by simitar notice sent or delivered in like 91a11ner to the other Party. 18.02 Ewing. of Rocottr. Notices delivered by mall shall bo deemed received three (3) working days rifler Uhe dale of the postmark, and notices delivered by overnight courier strait bo deemed received on the dale vrhon loft at the address of Ure recipient. Notices sent by fax shall be effective the dale faxed, If a working day, or the following working day otherwise; provided that all faxes shall be confirmed by follovr•up mall within twee (3) working days. ARTICLE 19 GENERAL PROVISIONS. 10,01 Entire A4lroorrroni, This Agreement, including the Exhibits and Schedules attached hereto, sets forth the full and complete understanding of Uro Partlos rotating to the subject mailer hereof as of the Effective Date, and supersedes any and all negotiations, agreements and representations made or dated prior hereto with respect to Um subject matter of this A reemenl. Any actions Of Services described In Uhls Agreement vAhlclt wore performed or Implemented by the Parties prior to tho Effective Date shalt for ail purposes bo deemed to have been performed under this Agreement. 19,02 Amendments. No change, amendment or modification of Hs Agreement or any Supplemental Agreement or Schedule thereto shall bo valld or binding upon tho Parties unless such change, amendment or moclifcation shall be In writing and duly executed by both Parties. 10.03 Status of the Parries. Tiro Company and its Implementation Contactors &tail bo independent contractors with respect to Uro Services performed thereunder and under any Supplemental Agreement or Schedule, lrrospoctive of vrlreUrer such Implementation Contractors are approved by tine Customer, and neither the Corimpany. nor its lmpleMentnliuri Contractors,-rsor the enmployeeS of -- e1Ui r, 'sholl'tie doortidd to bo the employees, reprosontaUvos or agents'•of the Cusloivar. Nothing In this Agreement dr any Sujirleoteillal,Ag400ment or`•Sohodufostnall':liri construed- as • triconstslorit--With •Ure.. foregoing independent contractor status or relaUonshll>," or as creating or irlhplying any partnership, )olnt vanluro, trust or othorrelationship behveen Ma Company and the Customer. 19.04 Custolnor. The Customer hereby represents and warrants to Uro Company that (a) the execution and delivery by the Customer of this Agreement and the performance of Its obligations hereunder .U. r,, Pu r, uJ. have been duly autlroriz.ed by rill requisite fictions and proceedings; are not inconsistent with and do nol and will not contravene any provisions of Oro Cusromers urgenirational documents or any applicable late, role Of regulation; havo been approved by all necessary person or entities; and do not and vtill not Coati vrith or cause any breach or default under any n0rcontenl or Instrument to which tho Customer Is n party or by which it or any of Its properties Is bound; and (b) this Agreement has been duly executed and delivered by the Customer and constitutes Ure valid and legally binding obligation of the Customer, enforceable against the Customer In accordance with Its terms, except to the oxtent that enforceability may bo limited by applicable bankruptcy, insolvency, reorgentrnton, moratorium or similar laws aid subject to gonore' equitable principles. 19.05 CQntpartv, Tiro Company hereby represents arid weirants to the Customer that (a) tho execution and delivery by the Company ol this Agreement and the performance of its obligations hereundor havo boon duly authorized by all requisifo acUons and proceedings by all requisite actions and proceedings, do not and will not con&aveno any provisions of tire Company's organlzational documents or any opplioablo law, rulo or regulation, do not and wilt not require any consent of any person or entity which has not already been obtatned and do not and will not conflict with or causo ray breach or default under any agreement or (nslnimenl to wlilclt Oro Company Is a party or by which It or any of its properties is bound, and (b) this Agreement has been duty executed and delivered by tho Company and constitutes the valid and legally binding obligation of tiro Company, enforceable against Um Company in accordance with Its terms, oxcropl to the extent that enforcoublity may bo IinUted by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and subject to general equitable prirdplos, 10.0G Drafting Internrotellons and Costs. Preparation and negoliaUon of thls Agreement has been a (ofnt offorl of the Parties and tho resulting document shall not be construed moro severely against one of the Patios than against the other. Each Party shall bo rosponslble for its own costs, Including Legal (cos, incurred In negoUaUng and frralizing this Agreement and any Supplemental /rerrment cr Sdtodttlo, 19.07 Captions. Tho captions contained in this Agreement or In any Supplemental Agreement or Schedule are for convenience and refercnooahly and in no way deline, describe, extend or limit the scope a Inlenl of such document or the intent of any provision contained therein, .fii[nt»u. 10,0E Scvural+llityroivIslblecontracts (o) Tho invalidily of ono or more ptuascs, sentences, clauses, Sectlorts or Articles cordairred in this A0rcertrent or any Supplernenlal Agreement or Schedule shall not affect Uho validity of the rcnraining portions thereof so long as the material purposes of such document ran be determined and effectuated. (b) From limo to time the Company and the Customer may enter into orto or mote supplements, schedules, of paymertt reements related to the subject manor of this Agreement. Each such supplement, schedule, or payment agreement shall constiltito a separato and divisible contract which tho Company may nssign to one or more assignees, In whole or In part, and each and overy such assignee of the Company shall be entitled to tiro benefits and rights of the Company under Uhls Agreement, find shall ha entitled to exerctso the rights of the Company under this Agreement. No assignee shall be responsible for any obtinaUons of rho Company except as expressly assumed in wrung by such assignee In accordance with tho terms and conditions of Section 17.02. l.4 19.00 Furlhor Asaurnncos. Tho Company and the Customer each agree to do such oUror and further acts and things, and to execute. and deliver such additional InsUumenls and documents, as corer Party may reasonably request from time to Unto whether al or error the execution ol this Agreement, In furtherance of Oro express provisions of Otis Agreemenl. 10.10 ,±,lit ro1lcahle Lnw, This Agreement and each Supplemental Agreement and Schedule thereof, shall he governed by, construed and enforced In accordance with the laws of the Slate of Florida, exclusive of conftets of laws provisions. 10,11 Counterparts. Tills Agreement and any Supplemental Agreement or Schedule may ti signed to any number of counterparts end each counterpart shalt represent a lolly oxccuied original as If signed by both Parties. 10.12 No Waiver. Tim failure of n Party to enforce, insist upon, di comply with any of tiro terms, conditions or covenants of this Agreement or any Supplemental Agrecntent or Schedule, or a ParlVs waiver of tiro saute In any tnstenco or Instances strati not be • construed as a general waiver or reinqulshmerrl of any such tents, conditions or covenants, but Uro samo shall ba and remain Malt. limes in Putt foram and effect. 19,13 No Discrimination. Company sloop not unlawfully discriminate in providing Its services under this agreement. 19.14 ADA Clause, In the course of providing any worts, tabor or services funded by the City, Company (or Its agents and represontatives, es applicable) shall nrfiroratively comply tvitlr ail applicable provisions of the Nhioricans with Disabilities Act ('ADA'). Including Tltes I a It of the ADA regarding nonodlscriminalion on Urc .aur_r'«p,n.r. basis of disability, and rotated regulations, guidelines and tN WI 1 NESS WHEREOF, the Parties hereto have executed this slandards as appropriate. Additionally, Company will lake Agreornonl by and through lhei€ duly authorized repiescnlatives as affirmative steps to ensure non discrimination€ in ocnptoymeni of of Utc Effective Date. disabled persons. THE COMPANY: 10.16 OSH/N It applicable, Iho Company will allow Customer Inspectors, agents or other represonlalivos Co monitor Florida Power rind Light Company Company (or Its agonls or reprosenlalivos) fur compliance with safety precautions as required by federal, sloio or [ocai laws, rules, regulations, codes and ordinances. By performing llioso inspections the Customer, its agents of By; 01_ _ roprosenlalives aro nol assuming any liability under the laws, Dennis -Brandt 1 /r r.. AAA r 46' • ,'/A'r',i t —" rules, regulations, codes or ordinancos. Tiro Company shall l►nvo shall have no recourso from Iho occurronco or non- Its: Authorized Corporalo Officer occurrcnco or results of such fnspecilon(s). Upon Issuance of n nollco fo procood or following the effective date ltte Attest; consultant shall conlacl Risk Managornont al (305) 06.1700 to vorify inspection scheduling. 10.1E Ordor of Procodonco. If Ihere Is a conflicl$'CC0rpor rtc-Sdcretafy t,(tr q between or among the provisions of tills Agroontenl, Uro order (Affix Corporalo Seal) of precedonce is as follows: 10.16-1 °Those terms and conditions THE CUSTOMER: 19,16.2 Tire Work Order City of }rlt mi, a Florid 'Municipal Cog 10.16•3 The Scope of 0orvkos 18,16-4 The City RFQ and any applicable addenda 10.16.5 The Company's Proposal By: Joe Its; Cit iriola I tanager Attosl; jd� ur-tIJ1iIr1�'3^ Priscilla Thompson, City Clerk • • '' :Instlrancin ap�rto - l-Dania''Carrille, Ft' iliinls(rator • RISk Mitntigentent Department Approved as to Legal lie Jorge L. Fernandez, (Ay iUartoy .resat n,e. 15 •Pru, Prtp+rrd. SUPPLEMENTAL AGREEMENT NO. 2 SCHEDULE A DESIGNATION OF SERVICE LOCATIONS Pursuant to this Supplemental Agreement No. 2 dated as of _ day of , 2017, between FPL Services , LLC (the "Company") and The City of Miami (the "Customer") (the "Supplemental Agreement"), the Customer hereby designates the following Service Location(s) of the Customer for purposes of Services to be provided by the Company pursuant to the Master Agreement for Dernand Side Management and Energy Efficiency Services ("Master Agreement') dated December 7, 2004 between the parties: i Police College City Hall & Dinner Key Marina Little Haiti Building Fire -Rescue Training Center Manuel Airtime Com Center Solid Waste Facility Parking Garage 4 Parking Garage 1 Parking Garage 3 Parking Garage • Marlins Park Hadley Park BayFront Park Grapeland Park Jose Marti Park Little Haiti Park Shenandoah Park Moore Park Gibson Park Athalie Park This Supplemental Agreement No. 2 shall be governed by the Master Agreement. In the event of a conflict between this Supplemental Agreernent No. 2 and the Master Agreement the terms of the Master Agreement shall govern. «Schedule A Narnem Executed this day of , 2017 by: THE CUSTOMER: City of Miami Daniel Alonso City Manager Approved as to insurance requirements: Ann -Marie Sharpe Director Risk Management Division Attest: Todd B. Hannon City Clerk Approved as to legal form and correctness: Victoria Mendez City Attorney THE COMPANY: FPL Services, LLC By: Sam Forrest Its: President SUPPLEMENTAL AGREEMENT NO. 2 SCHEDULE B AUDIT REQUEST THIS SCHEDULE B OF SUPPLEMENTAL AGREEMENT NO. 2 (this "Schedule") is made and entered into as of this day of July, 2017 by and between FPL SERVICES, LLC (the "Company") and The City of Miami (the "Customer") (the Company and the Customer each being referred to herein individually as a "Party" and collectively as the "Parties"), with reference to the following: RECITAL This Schedulers entered into pursuant to that certain Master Agreement for Demand Side Management and Energy Efficiency Services dated as of December 7, 2004 between the Company and the Customer (the "Master Agreement"), and that certain Supplemental Agreement No. 2 dated as of the day of July, 2017, also between the Company and the Customer (the "Supplemental Agreement"). Capitalized terms used herein without other definition shall have the meanings set forth in the Master Agreement. NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein and in the Master Agreement, the Parties, intending to be legally bound, hereby agree as follows: 1. Energy Efficiency Audit. The Customer hereby requests the Company to perform an energy efficiency audit of each Service Location designated in Schedule A of the Supplemental Agreement, in accordance with the terms and conditions of the Master Agreement. The Company agrees to perform such an audit at no cost to the Customer, pursuant to which the Company shall identify potential ECOs, if any, at each such Service Location and shall describe its findings to the Customer in an Audit Report as provided in the Master Agreement. Detailed specifications, if any, agreed upon by the Parties with respect to oScilcdulG 11 Name,. the audit (including, but not limited to, energy savings technologies to be reviewed, payback criteria desired by the Customer, time schedules and other such matters) are set forth in Appendix I attached hereto. 2. Customer Cooperation. The Customer shall use reasonable efforts to assist the Company in performing the Services contemplated by this Schedule, including providing reasonable access to each Service Location, providing information concerning each Service Location, making appropriate Customer personnel available if requested by the Company to assist the Company in performing such Services, and taking any other actions the Company may reasonably request from time to time to achieve the purposes and intent of this Schedule and the Master Agreement. 3, Election to Proceed with ECOs. Upon submission by the Company to the Customer of an Audit Report as set forth above. the Customer. in its sole discretion, may elect to proceed with a detailed feasibility study for ECOs identified by the Company in the Audit Report, as provided in Section 2.2 of the Master Agreement. If the Customer does not elect to proceed with any ECO recommended by the Cornpany, the Supplemental Agreement shall terminate without further liability of either Party. 4. Disclaimer of Warranties. The Customer acknowledges and agrees that the Company makes no representation or warranty of any kind with respect to the Services to be performed by the Company or any other person pursuant or relating to this Schedule, except as expressly set forth in Article 4 of the Master Agreement. IN WITNESS WHEREOF, the Parties hereto have executed this Schedule by and through their duly authorized representatives as of the Attest: date first hereinabove written. THE CUSTOMER: City of Miami Daniel Alonso City Manager Approved as to insurance requirements: Ann -Marie Sharpe Director Risk Management Division «S€hcdulc 13 Naiurc” Todd B.Hannon City Clerk Approved as to legal form and correctness: Victoria Mendez City Attorney THE COMPANY: FPL Services, LLC By: Sam Forrest Its: President SUPPLEMENTAL AGREEMENT NO. 2 SCHEDULE B APPENDIX I • AUDIT SPECIFICATIONS tirhE^dull F N;moc•s SUPPLEMENTAL AGREEMENT NO. 2 SCHEDULE C AGREEMENT FOR FEASIBILITY STUDY THIS SCHEDULE C OF SUPPLEMENTAL AGREEMENT NO. 2 (this "Schedule") is made and entered into as of the day of July, 2017, between FPL SERVICES, LLC (the "Company") and City of Miami (the "Customer") (the Company and the Customer each being referred to herein individually as a "Party" and collectively as the "Parties"), with reference to the following: RECITAL This Schedule is entered into pursuant to that certain Master Agreement for Demand Side Management and Energy Efficiency Services dated as of December 7, 2004, between the Company and the Customer (the "Master Agreement"), and that certain Supplemental Agreement No. 2 dated as of day of July, 2017, also between the Company and the Customer (the "'Supplemental Agreement"). Capitalized terms used herein without other definition shall have the meanings set forth in the Master Agreement. NOW. THEREFORE, in consideration of the mutual promises and agreements set forth herein and in the Master Agreement, the Parties, intending to be legally bound, hereby agree as follows: 1. Feasibility Study. The Customer hereby requests the Company to perform a feasibility study with respect to the Service Location(s) numbered Service Location No.-- Schedule A of the Supplemental Agreement, in accordance with the terms and conditions of the Master Agreement. The Company agrees to perform such a feasibility study for the compensation set forth herein, and the Company undertakes to prepare and submit to the Customer a Feasibility Report with respect to recommended ECOs at such Service Location(s) as provided in the Master Agreement. Detailed specifications, if any, agreed upon by the Parties for the feasibility study (including, but not limited to, energy savings technologies to be reviewed, the Customer's payback criteria. time schedules and other such matters) are set forth in Appendix I attached hereto. 2. Customer Cooperation. The Customer shall use reasonable efforts to assist the Company in performing the Services contemplated by this Schedule, including providing reasonable access to each Service Location, providing information concerning each Service Location. making appropriate Customer personnel available if requested by the Company to assist the Company in performing such Services, and taking any other actions the Company may reasonably request from time to time to achieve the purposes and intent of this Schedule and the Master Agreement. 3. Election to Proceed with ECOs, Upon submission by the Company to the Customer of a Feasibility Report as set forth above, the Customer shall have thirty (30) days to determine, in its sole discretion, if it wishes to proceed with the implementation of any or all of the ECOs recommended by the Company in the report and to supply the Company with a list of the ECOs approved for further action by the Company; provided, however, that the Customer shall first obtain the approval of the Company to proceed with less than fifty percent (50%) of the recommended ECOs (as determined on an estimated implementation cost basis). If the Customer fails to supply the Company with a list of such approved ECOs within such thirty (30)-day period. the Company's obligations under this Schedule and the Supplemental Agreement shall terminate, without further liability of the Company, and the Customer shall be obligated to pay the Company for tide feasibility study in accordance with the provisions of Section 4.2 of this Schedule. If, however, the Custorner wishes to ;proceed with the implementation of one or more ECOs and provides the Company with a list of approved ECOs in accordance with the foregoing, then the Company and the Customer shah enter into a Schedule D (Engineering and Design Order) for such approved ECOs in accordance with the provisions of Section 2.4 of the Master Agreement. 4. Price and Payment. 4.1 Schedule C Price. Subject to the provisions of Section 4.5 below, the Customer shall pay to the Company the sum of $191,079.°0 (the "Schedule C Price") for all Services performed by the Company pursuant to this Schedule. The Schedule C Price is the full compensation for such Services and includes all federal, state and local taxes, if any, assessed with respect to the Services or with respect to the furnishing of any items hereunder. 4.2 Payment on Termination. In the event of a termination of the Company's obligations under this Schedule and under the Supplemental Agreement as set forth in Section 3 above, or as set forth in Section 2.4 of the Master Agreement, the Company shall provide an invoice to the Customer for the full Schedule C Price, and the Customer shall be obligated to pay such amount within forty-five (45) days following receipt of the invoice. 4.3 Deferral Election. In the event the Customer elects to proceed with implementation of one or more ECOs pursuant to Section 3 hereof, the Customer shall notify the Company, on or before executing a Schedule D (Engineering and Design Order) with respect to such ECOs, of the Customer's election to either (a) receive an invoice for the full amount of the Schedule C Price, or (b) defer and rollover payment of the Schedule C Price until such time as compensation is payable to the Company pursuant to Schedule D (or a subsequent schedule, as set forth in Schedule D). If the Customer elects the deferral option pursuant to clause (b) of the foregoing, interest shall accrue on the unpaid balance of the Schedule C Price at a rate equal to the lesser of twelve percent (12%) per annum or the maximum rate permitted by applicable law, beginning on the date thirty (30) days following notice of the Customer's election and payable in full at the time of payment of the Schedule C Price. If the Customer elects, pursuant to clause (a) of the foregoing, to receive an invoice, or if the Customer fails to make a timely election pursuant to the foregoing, the Company shall issue an invoice for the full amount of the Schedule C Price, and the Customer shall be obligated to pay such amount within forty-five (45) days following receipt of the invoice. 4,4 Late Payments. Any overdue payment under this Section 4 shall bear interest at the Delayed Payment Rate from the date such payment is due until and including the date of payment. 4 5 Release from. Payment Obligation. 4.5.1 Notwithstanding any provision in this Schedule to the contrary. the Customer shall have no obligation hereunder to pay the Company for the Services performed by the Company under this Schedule if (a) the Feasibility Report submitted by the Company pursuant to Section 1 does not identify at least one potential ECO at a Customer Service Location specified in Schedule A of the Supplemental Agreement which meets the Customer's agreed upon payback criteria of 10 years or less, and (b) the Customer does not elect to proceed further with any approved ECO as set forth in Section 3. For purposes of the foregoing, the term "payback criteria", with respect to an ECO, shall mean the number of years obtained by dividing (i) the total estimated implementation cost of the ECO, as set forth in the Feasibility Report (including the Schedule C Price specified in Section 4.1 hereof, but excluding all financing costs associated with implementation of the ECO), by (ii) the estimated savings to the Customer from the installed ECO, including energy savings. maintenance savings, avoided capital costs. and other costs as applicable, as set forth in the Feasibility Report. All such estimates shall be made by the Company in its sole professional judgment and shall be binding upon the Customer for purposes of this Section 4.5.1, 4.5.2 In the event the Company determines, prior to submission of the Feasibility Report to the Customer, that the Company will not be able to identify at least one potential ECO which meets the Customer's agreed upon payback criteria as set forth in Section 4.5.1 above, then the Company, in its sole discretion. may elect by written notice to the Customer to terminate the Supplemental Agreement and this Schedule without further liability, unless the Customer, within five (5) days following receipt of such notice, erects in writing to waive the provisions of Section 4.5.1 above and to pay to the Company the Schedule C Price as otherwise set forth herein. 5. Disclaimer of Warranties. The Customer acknowledges and agrees that the Company makes no representation or warranty of any kind with respect to the Services to be performed by the Company or any other person pursuant or relating to this Schedule, except as expressly set forth in Article 4 of the Master Agreement. 6. No Assignment Or Transfer. Except as provided in Section 17.02 of the Master Agreement, the Company cannot assign, sell, pledge, encumber, dispose of or transfer this Schedule without the prior written approval of the City Commission. Any assignment, sale, encumbrance, pledge, or disposition of this Schedule or any interest therein by the Company without prior City Commission approval shall result in the automatic termination of this Schedule under Article 15 of the Master Agreement upon prior Thirty (30) days written notice by the Customer's City Manager. 7. Public Records. The Company understands that the public shall have access, as required by law, to Customer related documents created pursuant to or directly to this Agreement including without limitation data, and non-exempt public records as defined by Florida Statues, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow such access by the Customer and the public to all documents subject to mandatory disclosure under applicable law. 8. Compliance With All Laws Applicable. The Company accepts this Schedule and hereby acknowledges that the Company's compliance with all applicable federal, state and local laws, ordinances, regulations, permits and similar approvals is a requirement of this Schedule, and the Company shall comply there with as the same presently exist and as they may be amended hereafter. 9. Ownership Of Improvements. Except as provided in Section 12.01 of the Master Agreement, as of the effective date of this Schedule and thereafter, all improvements shall be vested to the Customer. Furthermore, title to all ECOs made in or to the Service Locations. whether or not by or al the expense of the Company, shall, unless otherwise provided by written agreement or by Section 12.01 of the Master Agreement, immediately upon the completion of 1he Schedule become the property of the City and shall remain in custody, possession and control of the Customer which the Company will promptly convey as is warranted or requested. 10. Accounting Records. All records and accounts created pursuant or directly related to reimbursable costs under this Schedule, including invoices, bank statements or duplicate deposit slips, and all other supporting records created pursuant or directly related to this Schedule, shall be available for inspection and audit by the City and its duly authorized agents or representatives during business hours, and shall be maintained in accordance with generally accepted accounting principles. The Company recognizes shall keep and preserve, or cause to be kept and preserved, said records for not less than thirty-six (36) months after the termination or expiration of this Schedule- For the same period of time, the Company shall also retain copies of ell sales and tax returns covering its operations under this Schedule at the designated Service Locations, in its local office of operations, and any other governmental tax or other returns, which show the Company's reasonable costs, fees and expenses therein which directly related to this Schedule, and shall. upon demand, deliver photographic copies thereof to the Customer at no cost. The Company will cooperate with the Customer's internal auditors and/or such other auditors designated by the Customer in order to facilitate the Cily's examination of records and accounts created pursuant or directly related to this Schedule. IN WITNESS WHEREOF, the Parties hereto have executed this Schedule by and through their duly authorized representatives as of the date first hereinabove written. THE CUSTOMER: City of fvlianli Daniel Alonso Clty Manager Approved as to insurance requirements. Ann -Marie Sharpe Director Risk Management Division Attest Todd B. Hannon City Clerk Approved as to legal form and correctness: Victoria Mendez City Attorney THE COMPANY: FPL Services, LLC By: Sam Forrest Its: President SUPPLEMENTAL AGREEMENT NO 2 SCHEDULE C APPENDIX 1 - FEASIBILITY STUDY SPECIFICATIONS Scope of Service: Investment Grade Audit (IGA): Provide an Investment Grade Audit which includes: (1) performing a detailed energy conservation opportunity assessment of the facilities listed in Schedule A of Supplemental Agreement 2, including gathering site information, utility bills, drawings and other historical documents from the City of Miami: (2) documenting exiting conditions to determine baseline energy usage; (3) developing energy conservation measures (ECMs); and (4) determining ECM energy usage and corresponding energy savings for each ECM. The following are the primary ECMs to be assessed: a. Lighting Retrofit: i. Perform field audit to document quantity, type, wattage and light levels. ii. Determine baseline energy use from field collected data and Customer supplied information (such as occupancy, special conditions, drawings, etc.). Ili. Determine applicable ECM scope of work and predicted energy use. b. Water Conservation: i. Perform field audit to document quantity, type and usage. ii. Determine baseline water use from field collected data and Customer supplied information (such as occupancy, special conditions, drawings, etc.). iii. Determine applicable ECM scope of work and predicted water use, including controls. c. HVAC Upgrades i, Perform field audit to identify AHUs for possible ECM scope of work. ii. Determine baseline energy use from field collected data and Customer supplied information (such as occupancy, special conditions, set points, trend data. drawings, etc.). iii. Determine applicable ECM scope of work and predicted energy, addressing possible: • pre-treatment or separate treatment of outdoor ventilation air, • modifications to the outdoor ventilation air delivery scheme, 2. Schedule: Deliver IGA Report 120 days after notice to proceed. SUPPLEMENTAL AGREEMENT NO. «Supplemental_Nc»r SCHEDULE D ENGINEERING AND DESIGN ORDER THIS SCHEDULE OF SUPPLEMENTAL AGREEMENT NO, «Supplemental_No» (this "Schedule") is made and entered into as of the «Schedule_D Date», «Schedule D Year» by and between FPL. SERVICES (the "Company") and «Customer» (the "Customer") (the Company and the Customer each being referred to herein 'individually as a "Party" and collectively as the "Parties"), with reference to the following: RECITAL This Schedule is entered into pursuant to that certain Master Agreement for Demand Side Management and Energy Efficiency Services dated as of «OMA Date», OMA Year- between the Company and the Customer (the "Master Agreement"), and that certain Supplemental Agreement No. «Supplemental No» dated as of «Supplemental Date», «Supplemental_Year» also between the Company and the Customer (the "Supplemental Agreement"). Capitalized terms used herein without other definition shall have the meanings set forth in the Master Agreement. NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein and in the Master Agreement, the Parties, intending to be legally bound, hereby agree as follows: 1. Design Services. The Customer hereby requests the Company to prepare and develop, or cause to be prepared and developed, in accordance with the terms and conditions of the Master Agreement, designs, specifications and installation drawings for each approved ECO identified in Appendix 1 attached hereto. In connection therewith, the Company also shall prepare through solicitation of bids or otherwise, a detailed cost estimate and proposed implementation schedule for each such approved ECO. The Company agrees to perform such Services for the compensation set forth herein; and the Company undertakes to prepare and submit to the Customer a completed Design Document and Installation Price Proposal for each such approved ECO as provided in the Master Agreement. Detailed specifications, if any, agreed upon by the Parties with respect to the Services to be performed by the Company hereunder (including, but not limited to, design specifications and preferred technologies to be incorporated in the design) are set forth in Appendix II attached hereto 2. Customer Cooperation. The Customer shall use reasonable efforts to assist the Company in performing the Services contemplated by this Schedule, including providing reasonable access to the Customer's Service Location(s), providing information concerning the Service Location(s), making appropriate Customer personnel available if requested by the Company to assist the Company in performing such Services, and taking any other actions the Company may reasonably request from time to time to achieve the purposes and intent of this Schedule and the Master Agreement. 3. Review and Approval of Design Document. The preparation of the Design Document shall be coordinated with the Customer. and the Company shall provide the Customer with the opportunity to participate in a joint technical review of the Design Document when the design is approximately 35%o and 95% complete. Within ten (10) days following the Customer's receipt of the proposed final Design Document, the Customer shall, if good cause exists, notify the Company in writing of any material deficiency in the document, whereupon the Company shall promptly correct such deficiency and resubmit a proposed final Design Document to the Customer. If the Customer fails to so notify the Company of any material deficiency within such ten (10)-day period following the submission or resubmission by the Company of a proposed final Design Document, then the Customer shall be deemed to have accepted the Design Document in the form received from the Company. 4, Election to Proceed Further with ECOs. If, on the basis of the final accepted Design Document and the Company's Installation Price Proposal: the Customer wishes to proceed with the installation and construction of one or more ECOs in accordance therewith, the Customer shall notify the Company thereof within thirty (30) days following the receipt of the final accepted Design Document, and the Parties shall thereupon complete and execute a Schedule E (Construction and Implementation Order) of the Supplemental Agreement in accordance with the provisions of Section 3.2 of the Master Agreement. If the Customer does not wish to proceed with the installation of any ECO in accordance with the Design Document, or if the Parties fail to complete and execute a Schedule E within such thirty (30)-day period, then the Company's obligations under this Schedule and the Supplemental Agreement shall terminate, without further liability of the Company, and the Customer shall be obligated to pay the Company for all its Services performed pursuant to the Supplemental Agreement (to the extent not already paid for) in accordance with the provisions of Section 5.2 of this Schedule. 5. Price and Payment. 5.1 Schedule D Price. The Customer shall pay to the Company the sum of S«Schedule_D_Pricer> (the "Schedule D Price") for all Services performed by the Company pursuant to this Schedule. The Schedule D Price is the full compensation for such Services and includes all federal, state and local taxes, if any, assessed with respect to the Services or with respect to the furnishing of any items hereunder. 5.2 Payment on Termination. In the event of a termination of the Company's obligations under this Schedule and under the Supplemental Agreement as set forth in Section 4 above, or as set forth in Section 3.2 of the Master Agreement, the Company shall provide an invoice to the Customer for the full Schedule D Price (together with any unpaid Schedule C Price and interest thereon deferred pursuant to Section 4.3 of Schedule C of the Supplemental Agreement), and the Customer shall be obligated to pay such amount within thirty (30) days following receipt of the invoice. 5.3 Deferral Election. In the event the Customer elects to proceed with the installation and construction of one or more ECOs pursuant to Section 4 hereof, the Customer shall notify the Company, on or before executing a Schedule E (Construction and Implementation Order) with respect to such ECOs, of the Customer's election to either (a) receive an invoice for the full amount of the Schedule D Price (and unpaid Schedule C Price, together with interest accrued thereon), or (b) defer and rollover payment of the Schedule D Price (and, if applicable, continue to defer the Schedule C Price) until such time as compensation is payable to the Company pursuant to Schedule E (or a subsequent schedule, as set forth in Schedule E). If the Customer elects the deferral option pursuant to clause (b) of the foregoing, interest shall accrue on the unpaid balance of the Schedule D Price (and. if applicable, continue to accrue on the Schedule C Price) at a rate equal to the lesser of twelve percent (12%) per annum or the rnaximum rate permitted by applicable law, beginning on the date thirty (30) days following notice of the Customer's election and payable in full at the time of payment of the Schedule D Price (and, if applicable, Schedule C Price). If the Customer elects, pursuant to clause (a) of the foregoing, to receive an invoice, or if the Customer fails to make a timely election pursuant to the foregoing, the Company shall issue an invoice for the full amount of the Schedule D Price (together with any unpaid Schedule C Price and interest thereon), and the Customer shall be obligated to pay such amount. within thirty (30) days following receipt of the invoice. 5.4 Late Payments. Any overdue payment under this Section 5 shall bear interest at the Delayed Payment Rate from the date such payment is due until and including the date of payment. 6. Disclaimer of Warranties. The Customer acknowledges and agrees that the Company makes no representation or warranty of any kind with respect to the Services to be performed by the Company or any other person pursuant or relating to this Schedule, except as expressly set forth in Article 4 of the Master Agreement. IN WITNESS WHEREOF, the Parties hereto have executed this Schedule by and through their duly authorized representatives as of the date first hereinabove written. THE COMPANY: FPL Services By: «FPL_Signatory» Its: «FPL_Signatory_Title» THE CUSTOMER: «Customer» By: «Customer_Signatory» Its: «Customer_Signatory_Title» SUPPLEMENTAL AGREEMENT NO. «Suppleniental_Noo SCHEDULE D APPENDIX I - APPROVED ECOs SUPPLEMENTAL AGREEMENT NO. 2 SCHEDULE E CONSTRUCTION AND IMPLEMENTATION ORDER THIS SCHEDULE E OF SUPPLEMENTAL AGREEMENT NO, «Supplemental No» (this "Schedule") is made and entered into as of the «Schedule_E_Dale», «Schedule,E_Year», by and between FPL SERVICES (the "Company") and «Customer» (the "Customer") (the Company and the Customer each being referred to herein individually as a "Party' and collectively as the "Parties"), with reference to the following: RECITAL This Schedule is entered into pursuant to that certain Master Agreement for Demand Side Management and Energy Efficiency Services dated as of «OMA_Date», «OMA_Year», between the Company and the Customer (the "Master Agreement"), and that certain Supplemental Agreement No. «Supplemental_ No» dated as of « Su pplemental_Date», «Su pplemental_Year», also between the Company and the Customer (the "Supplemental Agreement"). Capitalized terms used herein without other definition shall have the meanings set forth in the Master Agreement. NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein and in the Master Agreement, the Parties, intending to be legally bound, hereby agree as follows: 1. Construction and Implementation Services. The Customer hereby requests the Company to construct and install each approved ECO identified in Appendix I attached hereto, in accordance with the final accepted Design Document prepared by the Company pursuant to Schedule D of the Supplemental Agreement. The Company agrees to perform such Services for the compensation set forth herein, subject to the terms and conditions of the Master Agreement. Further detailed specifications, if any, agreed upon by the Parties with respect to the Services to be ,..Schedule li Nmalc0 performed by the Company hereunder (including, but not limited to, the designation of one or more Implementation Contractors approved by the Customer) are set forth in Appendix II attached hereto, Additional terms and conditions, if any. with respect to the Services to be performed by the Company hereunder or the approved ECOs to be constructed and installed pursuant to this Schedule are set forth in Appendix III attached hereto. 2. Customer Cooperation. The Customer shall use reasonable efforts to assist the Company in performing the Services contemplated by this Schedule, including providing reasonable access to the Customer's Service Location(s), providing information concerning the Service Location(s), making appropriate Customer personnel available if requested by the Company to assist the Company in performing such Services, and taking any other actions the Company may reasonably request from time to time to achieve the purposes and intent of this Schedule and the Master Agreement. 3. inspections and Final Acceptance. During the performance of Services under this Schedule, the Customer shall have the right to inspect the work of the Company or any Implementation Contractor at any time upon reasonable prior notice. Upon completion of construction and installation of each ECO, the Parties shall conduct a final inspection and if the work is found to be substantially complete, the Customer shall execute and return to the Company a Schedule F (Certificate of Final Acceptance) of the Supplemental Agreement for each such completed ECO, within twenty (20) days following receipt by the Customer of a notice of substantial completion from the Company. if. upon inspection by the Customer. the work is not found to be substantially complete, or if any material defect or deficiency exists, then the Customer shall so notify the Company within such twenty (20)-day period, and the Company shall promptly perform any necessary corrections and repairs. When the Company has completed such corrections and repairs, it shall again issue a notice of substantial completion to the Customer, and the foregoing procedure shall be repeated until such lime as the Customer shall execute and return a Schedule F; provided, however, that a failure of the Customer to respond altogether within any such twenty (20)-day period following the receipt of a notice of substantial completion from the Company shall be deemed, for the purposes of this Schedule, to constitute an issuance by the Customer of a Schedule F with respect to the ECO of which the Customer has been given notice. 4. Training. If applicable pursuant to the Master Agreement, the Company shall provide on -site training for a reasonable number of the Customer's operating personnel with respect to completed ECOs, and the Customer shall assist in such training, all as more fully specified in Appendix II. Unless otherwise provided in Appendix II, such training shall be conducted with respect to an ECO following the Final Acceptance Date of the ECO. 5. Price and Payment. 5.1 Schedule E Price. The Customer shall pay to the Company the sum of $786,699.0 for all Services performed by the Company pursuant to this Schedule. The Schedule E Price is the full compensation for such Services and includes all federal, state and local taxes, if any, including sales, use and excise taxes, assessed with respect to the Services or with respect to the furnishing of equipment and materials hereunder. 5.2. Company Provided Financing, If the Customer meets the Company's credit criteria to the satisfaction of the Company and wishes to obtain financing from the Company for the Schedule E Price (along with any unpaid Schedule C Price and interest thereon and unpaid Schedule D Price and interest thereon deferred pursuant to Section 4.3 of Schedule C and/or Section 5.3 of Schedule D of the Supplemental Agreement, such combined amounts, together with the Schedule E Price, being referred to collectively herein as the "Supplemental Agreement Price"), then the Parties, concurrently with the execution and delivery of this Schedule, shall execute and deliver a Schedule G (Payment Agreement) of the Supplemental Agreement providing for payment of such Supplemental Agreement Price over an agreed -upon Payback Period set forth in Schedule G, together with a Customer Consent substantially in the form of Exhibit A to Schedule G. Pursuant to the provisions of Schedule G. such Payback Period shall commence on the Final Acceptance Date of the last ECO to be constructed and installed by the Company under this Schedule (the "Last Final Acceptance Date"). 5.3 Lump Sum Payment. If, on or before the Last Final Acceptance Date, the Parties have not mutually executed and delivered a Schedule G (Payment Agreement) with respect to the full unpaid Supplemental Agreement Price, together with a Customer Consent substantially in the form of Exhibit A to Schedule G. then. within thirty (30) days following the Lasl Final Acceptance Date, the Company shall provide an invoice to the Customer for all or any portion of the Supplemental Agreement Price not covered by an executed and delivered Schedule G, and the Customer shall be obligated to pay such amount within thirty (30) days following receipt of the invoice. In the event the Master Agreement and/or Supplemental Agreement are terminated by either Party prior to the Last Final Acceptance Date, all accrued and unpaid Supplemental Agreement Price, together with any additional amounts payable pursuant to Article 14 of the Master Agreement, shall be paid by the Customer to the Company within thirty (30) days following the Customer's receipt of an invoice therefor. 5.4 Late Payment. Any overdue payment under this Section 5 shall bear interest at the Delayed Payment Rate from the date such payment is due until and including the date of payment. 6 Disclaimer of Warranties. The Customer acknowledges and agrees that the Company makes no representation or warranty of any kind with respect to the Services to be performed by the Company or any other person, including any Implementation Contractor, pursuant or relating to this Schedule, except as expressly set forth in Article 4 of the Master Agreement or, if applicable, in any Appendix attached to this Schedule. IN WITNESS WHEREOF, the Parties hereto have executed this Schedule by and through their duly authorized representatives as of the date first hereinabove written. THE COMPANY: FPL Services, LLC By: «FPL_Sgnatory» Its: «FPL Signatory_Titler> THE CUSTOMER: City of Miami By: Its: SUPPLEMENTAL AGREEMENT NO. «Supplement l_No» SCHEDULE E APPENDIX I - APPROVED ECOs 4 SUPPLEMENTAL AGREEMENT NO. «Supplemental_No» SCHEDULE E APPENDIX lI - SERVICE SPECIFICATIONS SUPPLEMENTAL AGREEMENT NO. «Supplemental No» SCHEDULE F CERTIFICATE OF FINAL ACCEPTANCE THIS SCHEDULE F OF SUPPLEMENTAL AGREEMENT NO. «Supplennental_No» (this "Schedule") is made and issued as of the «Schedule F Date», Schedule F Year—, by «Customer» (the "Customer") for the benefit of FPL SERVICES (the "Company"), with reference to the following RECITAL This Schedule is issued pursuant to that certain Master Agreement for Demand Side Management and Energy Efficiency Services dated as of «OMA_Date», OMA Year-, between the Customer and the Company (the "Master Agreement"), and that certain Supplemental Agreement No. «Supplemental_No» dated as of «Schedule_F Date>,, Schedule F Year—, also between the Customer and the Company (the "Supplemental Agreement"). Capitalized terms used herein without other definition shall have the meanings set forth in the Master Agreement. NOW, THEREFORE, intending to be legally bound, the Customer hereby certifies as follows: 1. Completion and Final Acceptance. The Customer has received a notice of final acceptance and completion from the Company for each of the ECOs specified in Appendix I attached hereto, and the Customer has inspected, or has had adequate opportunity to inspect, each such ECO. The Customer hereby acknowledges and agrees that (a) each such ECO meets the requirements of the Master Agreement, the Supplemental Agreement and the Design Documents applicable thereto, (b) each such ECO is complete and ready for operation (or in operation), and (c) the Final Acceptance Date with respect to each such ECO has occurred. Final Acceptance and the Final Acceptance Date has irrevocably occurred with respect to each ECO listed in Appendix I, provided however, that the Customer has certain rights, and the Company (and not the assigns of the Company) has certain obligations set forth in this Schedule, with respect to those punch list items listed in Appendix II. 2. Correction of Punch List Items. A list of items to be completed or corrected by the Company is listed in the punch list attached as Appendix II hereto. The Company agrees to complete or correct the items and work listed in Appendix II within thirty (30) days from the date of this Supplemental Agreement. From time to tirne after completion of work on punch list items, the Company may provide the Customer with one or more additional certificates of Final Acceptance for the punch list items. Within fourteen (14) days after receipt of such certificates: the Customer shall inspect such punch list items for purposes of Final Acceptance, and shall either (a) sign and return the certificate of Final Acceptance as to such punch list items. or (b) sign and return the Final Acceptance certificate which contains a written notice of non -acceptance for incomplete punch list items which have been previously identified on the punch list (and which details the reasons for non -acceptance, and any suggestions for cure of such punch list items), and which also constitutes Final Acceptance for all other punch list items listed on such Final Acceptance certificate. Failure of the Customer to return such Final Acceptance certificate as outlined above within such fourteen (14) day period shall automatically constitute unconditional Final Acceptance as to all punch list items. 3. Correction of Remaining Punch List Items. As to any Incomplete pt!rch list items which the Customer has described pursuant to Section 2(b) above, the Customer and Company agree to promptly meet to discuss cure of such incomplete punch list items. The Company shall complete such punch list Items within fourteen (14) days after such meeting. «Schedule F_Name» The Company shall then provide the Customer with final certificates of Final Acceptance for the remaining punch list items. Within fourteen (14) days after receipt of such certificates, the Customer shall inspect such punch list items for purposes of Final Acceptance, and shall either (a) sign and return the certificate of Final Acceptance as to such punch list items, or (b) sign and return the Final Acceptance certificate which provides the Company with written notice of non -acceptance for incomplete punch list items (and which details the reasons for non -acceptance), and which also constitutes Final Acceptance for all other punch list items listed on such Final Acceptance certificate, Failure of the Customer to return such Final Acceptance certificate as outlined above within such fourteen (14) day period shall automatically constitute unconditional Final Acceptance as to all punch list items. As to any remaining punch list items existing after the process described herein, the Customer shall have the right to hire a licensed contractor of Customer's choice to complete the remaining punch list items, and the Company shall promptly reimburse the Customer for all reasonably incurred costs associated with such completion of the remaining punch list items. The Customer shall also have the right to pursue legal action directly against the Company (but not its assigns) for reimbursement and payment for completion of such incomplete punch list items as described in the process herein. 4. Payment Unconditional. The Customer acknowledges that, notwithstanding the existence of any punch list items, this Schedule constitutes Final Acceptance of all ECOs listed in Appendix I. The Customer hereby unconditionally agrees to make payment to the Company for the ECOs listed in Appendix t. The Customer acknowledges that its Final Acceptance of, and payment obligations for, the ECOs listed in Appendix I (notwithstanding the existence of punch list items on the certificate of Final Acceptance, or the failure of the Company to properly complete such punch list items). is absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including, without limitation, any set-off, abatement, counterclaim, suspension, recoupment, reduction, rescission, defense or other right. The Customer's sole recourse for the Company's failure to complete the punch list items in accordance with this Schedule is to pursue legal action directly against the Company (and not the assigns of the Company). 5 Reliance. This Schedule and the certifications of the Customer set forth herein and on any certificate of Final Acceptance may be relied on by the Company and by any assignee of the Company in connection with the furnishing of ECO financing to the Customer in accordance with the provisions of the Master Agreement and the Supplemental Agreement. Any assignee of the Company shall be entitled to the rights. but not the obligations, of the Company under this Schedule. 6, ECO Responsibility. The Company assumes no responsibility for performance or maintenance of the ECOs. ECOs are to be insured by Customer. No vendor, manufacturer, or other representative of an ECO vendor, manufacturer, or distributor ("Vendor") is an agent of Company and no Vendor or employee of any Vendor is authorized to waive, supplement or otherwise alter any terms, conditions. or agreement between the Company and the Customer. IN WITNESS WHEREOF, the Customer has made and executed this Schedule by and through its duly authorized representative as of the date first hereinabove written. THE CUSTOMER: Customer» By: ccCustomer _Signatory» aScherlule F Name» SUPPLEMENTAL AGREEMENT NO. «Suppleniental_No» SCHEDULE F APPENDIX I - ACCEPTED ECOs 4 SUPPLEMENTAL AGREEMENT NO. «Supplemental_No» SCHEDULE APPENDIX II - CERTIFICATE OF FINAL ACCEPTANCE/PUNCH LIST ITEMS This Certificate of Final Acceptance applies to the ECOs described in Schedule F. Appendix I, and is entered into pursuant to, and subject to, all terms and conditions set forth in Schedule F. PUNCH LIST [List items. If none, then expressly state "NONE"'] IN WITNESS WHEREOF, the Customer has made and executed this Certificate of Final Acceptance by and through its duly authorized representative as of the date set forth below, THE CUSTOMER: «Customer» By: «Custonier_Signatory» Its: «Customer__Signatory_Title» Date: SUPPLEMENTAL AGREEMENT NO. «Supplernental_No» SCHEDULE G PAYMENT AGREEMENT THIS SCHEDULE G OF SUPPLEMENTAL AGREEMENT NO, «Supplemental_No» {this "Schedule") is made and entered into as of the «Schedule_G__Date». «Schedute_GYear». by and between FPL SERVICES (the "Company") and «Customer» (the "Customer") (the Company and the Customer each being referred to herein individually as a "Party" and collectively as the "Parties"), with reference to the following: RECITAL This Schedule is entered into pursuant to that certain Master Agreement for Demand Side Management and Energy Efficiency Services dated as of «OMA_Date», «DMA_Year», between the Company and the Customer (the "Master Agreement"). and that certain Supplemental Agreement No. «Supplemental_No» dated as of «Supplemental_Date», «Supplementat_Year», also between the Company and the Customer (the "Supplemental Agreement). Capitalized terms used herein without other definition shall have the meanings set forth in the Master Agreement. NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein and in the Master Agreement, and for other good and valuable consideration. the receipt and adequacy of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows: 1. Services. The Services for which the Company is entitled to receive payment under this Schedule, upon acceptance of such Services by the Customer pursuant to Section 2 below, are described in Appendix I attached hereto. 2. Acceptance of the Services. The Parties hereby acknowledge and agree that the Customer's obligations under this Schedule shall be conditioned solely upon the Customer's acceptance of the Services, as evidenced by the Customer's execution and delivery to the Company, or deemed execution and delivery, of a Schedule F (Certificate of Final Acceptance) of the Supplemental Agreement for each ECO described in Appendix I (the date of such certificate, or deemed issuance date, for the last ECO listed in Appendix t being referred to herein as the "Last Final Acceptance Date"). 3. Energy Service Charge. 3.1 Energy Service Charge for Accepted Services. As payment in full to the Company for such Services performed by the Company and accepted by the Customer, the Customer agrees to pay a monthly charge (the "Energy Service Charge") as described in this Section 3. 3.2 Invoicing and Payment. The Company shall invoice or cause the Customer to be invoiced an Energy Service Charge of $«ES_Charge» each month through the Customers electric utility bill. The Customer agrees to execute and deliver to the Company and to Florida Power & Light Company (the "Utility") a consent to the Utility invoicing such Energy Service Charges through the Customer's electric utility bill, substantially in the form of Exhibit A hereto. Such invoicing will commence with the first electric utility bill which occurs thirty (30) days or more after the Last Final Acceptance Dale. and will continue for Written Months— (r<Numeral_Months») months thereafter unless, prior to such date this Schedule is terminated (a) in accordance with Section 4, Early Termination, or (b) in accordance with Section 5, Default by Customer. Invoicing will contain a clear reference to Supplemental Agreement No. «Supplemental_No» for the convenience of the Customer. If (i) the Utility is not permitted to or will not invoice the Energy Service Charges as part of the Customer's electric utility bill, (ii) the Customer ceases to be a customer of the Utility, or (iii) the Company elects at any time by written notice to the Utility {with a copy provided to the Customer) to assume the obligations of the Utility for such invoicing, the Customer agrees that the Company or any other person or entity designated in writing by the Company to the Customer. may invoice the Customer For the Energy Service Charges, and the Customer shall pay such invoiced Energy Service Charges to the Company or to any such other person or entity, as the Customer may be directed in writing by the Company: provided that upon assignment of this Schedule by the Company to any assignee. such assignee shall have the right to invoice the Customer for such Energy Service Charges and to instruct the Customer to direct payments of such amounts to any other person or entity, and the Customer shall remit payments as so instructed by such assignee. Each Energy Service Charge shall be payable within twenty one (21) days of the date of the invoice therefor, Any amounts payable pursuant to this Schedule which aro not received by the person or entity to which such payments are payable pursuant to this Schedule on the date when due, shall bear interest from the due date thereof until and including the date of payment at a rate per month equal to one and one half percent (1.5%) or, if less, the maximum rate permitted by applicable law. 3.3. Payments Final. The Customer acknowledges and agrees that the Company may assign this Schedule to one or more assignees and that pursuant to any such assignment, the Customer shall make all payments required under this Schedule as directed by any such assignee or assignees. The Customer's obligation to pay the Energy Service Charges and all other amounts payable hereunder to each such assignee shall be absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including. without limitation, (a) any set-off, abatement, counterclaim. suspension. recoupment, reduction_ rescission, defense or other right that the Customer may have against the Company, the Utility, any vendor or manufacturer of any equipment. systems or other part installed pursuant to the performance of any accepted Services or any part thereof, any contractor of the Company or any other person or entity for any reason whatsoever, (b) any defect in or failure of title, merchantability, condition, design, compliance with specifications, operation or fitness for use of all or any part of any equipment, systems or other part installed pursuant to the performance of any accepted Services or any defect in the design, workmanship or services relating to any accepted Services or the Master Agreement or Supplemental Agreement, (c) any damage to, or removal, abandonment, requisition, taking, condemnation, lass, theft or destruction of all or any part of any equipment, systems or other part installed pursuant to the performance of any accepted Services or any interference, interruption, restriction, curtailment or cessation in the use or possession of any equipment, systems or other part installed pursuant to the performance of any accepted Services by the Customer or any person or entity for any reason whatsoever or of whatever duration, (d) any insolvency, bankruptcy, reorganization or similar proceeding by or against any of the Company, the Utility or any other person or entity, (e) the invalidity, illegality or unenforceability of this Schedule or the Master Agreement, Supplemental Agreement or any other agreement or instrument referred to herein or therein or any other infirmity herein or therein or any lack of right, power or authority of the Customer, the Company, the Utility or any other person or entity to enter into this Schedule or the Master Agreement or Supplemental Agreement or to perform the obligations hereunder or thereunder or consummate the transactions contemplated hereby or thereby or any doctrine of force majeure, impossibility, frustration or failure of consideration, (f) the breach or failure of any warranty or representation or covenant made in this Schedule or in the Master Agreement, Supplemental Agreement or in any other agreement or instrument referred to herein or therein, by any of the Customer, the Company or any other person or entity, or (g) any other circumstance or event whatsoever, whether or not similar to any of the foregoing. To the extent permitted by applicable law, the Customer hereby waives any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise to terminate, cancel, quit or surrender this Schedule , except in accordance with the express terms hereof. If for any reason whatsoever this Schedule shall be terminated in whole or in part by operation of law or otherwise, except as specifically provided herein, the Customer nonetheless agrees to the maximum extent permitted by law, to pay to any such assignee or assignees of the Company, an amount equal to each Energy Service Charge due and owing, at the time such payment would have become due and payable in accordance with the terms hereof had this Schedule not been terminated in whole or in part. Each payment of the Energy Service Charges made by the Customer hereunder shall be final and the Customer shall not seek or have any right to recover all or any part of such payment from any such assignee or assignees of the Company for any reason whatsoever. Notwithstanding the foregoing, nothing contained herein shall be construed to affect any obligation of the Company to the Customer or to waive any rights the Customer may have to pursue any claim against the Company or any vendor or contractor of the Company pursuant to the Master Agreement 4. Early Termination, The Customer may terminate this Schedule at any time upon thirty (30) days' prior written notice to the Company and receipt by the Company or any designee or assignee thereof of the amount set forth in Appendix II attached hereto, applicable to the date of such termination. 5. Termination for Default of the Customer. In the event the Customer fails to observe any provision of this Schedule. the Company may, by written notice to the Customer specifying the termination date (a. "Notice of Default"), terminate this Schedule and accelerate all amounts payable hereunder, and on the termination date specified in the Notice of Default, the Customer shall pay to the Company the amount set forth in Appendix III attached hereto, corresponding to such termination date, together with any other amounts then payable pursuant to this Schedule: The Customer shall also pay to the Company or any designee or assignee thereof, upon demand therefor, all costs incurred or expended by the Company or any designee or assignee thereof, including reasonable fees and disbursements of counsel, in connection with any such breach by the Customer of any of its obligations under this Schedule and any collection or other enforcement proceedings arising out of any such breach by the Customer. in each case, upon demand therefor. 6. Representations and Warranties. 6,1 Customer. The Customer hereby represents and warrants to the Company that (a) the execution and delivery by the Customer of this Schedule and the performance of its obligations hereunder have been duly authorized by all requisite actions and proceedings, are not inconsistent with and do not and will not contravene any provisions of the Customer's organizational documents or any applicable law, rule or regulation, do not and will not require any consent of any person or entity which has not already been obtained and do not and will not conflict with or cause any breach or default under any agreement or instrument to which the Customer is a party or by which it or any of its properties Is bound, and (b) this Schedule has been duly executed and delivered by the Customer and constitutes the valid and legally binding obligation of the Customer. enforceable against the Customer in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and subject to general equitable principles. 6.2 Company. The Company hereby represents and warrants to the Customer that (a) the execution and delivery by the Company of this Schedule and the performance of its obligations hereunder have been duly authorized by all requisite actions and proceedings, do not and will not contravene any provisions of the Company's organizational documents or any applicable law, rule or regulation, do not and will not require any consent of any person or entity which has not already been obtained and do not and will not conflict with or cause any breach of default under any agreement or instrument to which the Company is a party or by which it or any of its properties is bound, and (b) this Schedule has been duly executed and delivered by the Company and constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its items, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and subject to general equitable principles. 7. Disclaimer of Warranties. The Customer acknowledges and agrees that the Company makes no representation or warranty of any kind with respect to the Services to be performed by the Company or any other person pursuant or relating to the Master Agreement or the Supplemental Agreement, except as expressly set forth in Article 4 of the Master Agreement. 8. Successors and Assigns; Assignment. This Schedule shall be binding upon and inure to the benefit of the Parties hereto and their successors and permitted assigns. The Customer acknowledges and agrees that, pursuant to the Master Agreement, (a) the Company may assign all or any portion of its rights under this Schedule to one or more persons or entities and on one or more occasions without the consent of the Customer, and (b) the Customer shall not assign or otherwise transfer any of its rights, duties, liabilities or obligations under this Schedule without the prior written consent of the Company, which consent may be withheld in the Company's sole discretion. Any assignee of the Company shall be entitled lc all rights and benefits of the Company, but shall not be deemed to have any obligations of the Company, set forth in the Master Agreement and all Schedules thereto entered into between the Customer and the Company. IN WITNESS WHEREOF, the Parties hereto have executed this Schedule by and through their duly authorized representatives as of the date first hereinabove written. THE COMPANY: FPL Services By: «FPL_Signatory» Its: «FPL_Signatory_Title» THE CUSTOMER: «Customer» By: «Customer_Signatory»