HomeMy WebLinkAboutExhibit BRight -of -Way Access and Service Agreement
This Right of Way Access and Service Agreement ("Agreement") made this day of
, 20 by and between the City of Miami, Florida (hereinafter "City"), and Illumination
Technologies, LLC, a Delaware limited liability company authorized to transact business in the
State of Florida (hereinafter "Illumination Technologies"), whose principal offices are 2332
Galiano Street, 2nd Floor, Coral Gables, Florida, 33134. The City and Illumination Technologies
may also be referred herein as the "Parties".
WITNES STH
WHEREAS, the City maintains and operates public rights -of -way within the City's
territorial boundaries; and
WHEREAS, Illumination Technologies provides municipal infrastructure solutions
relating to security, urban illumination, on -street connectivity, among others; and
WHEREAS, the City wishes to enter into this non-exclusive Agreement to allow
Illumination Technologies access to identified areas of the Rights -of -Way in exchange for the
construction by Illumination Technologies of certain infrastructure improvements which will
benefit the City, its residents, businesses and visitors; and
WHEREAS, the purpose of this Agreement is to provide the terms associated with any
access to the Rights -of -Way by Illumination Technology; and
WHEREAS, pursuant to the applicable provisions of the City of Miami Procurement
Ordinance, the City Manager may waive competitive sealed bidding methods by making a
written finding which shall contain reasons supporting the conclusion that competitive sealed
bidding is not practicable or is not advantageous to the City, which finding has been ratified and
the award approved by an affirmative vote of four -fifths of the City Commission; and
WHEREAS, this Agreement has been approved by a supermajority (4/5' vote) of the City
Commission at its meeting of and was not required to be competitively procured
by virtue of Section 18-85 of the City of Miami Procurement Ordinance as codified in the City
Code of Ordinances; and
WHEREAS, the City Commission has additionally determined that this Agreement is in
the best interest of the City and furthers the public safety, health, and general welfare;
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants
herein contained, the sufficiency of which the Parties acknowledge, Illumination Technologies
and the City hereby agree as follows:
1. Definitions.
For purposes of this Agreement, the following terms are defined:
i. "Agreement" shall mean this Right -of -Way Access and Service
Agreement and any renewals or amendments thereof.
ii. "City" shall mean the City of Miami, a Florida municipal corporation. For
the purposes of this Agreement, "City" without modification shall mean the City
Manager.
18-3231
Revised 10-23-19
iii. "City Authorities" shall mean any subsidiary agency or instrumentality of
the City, including without limitation, City agencies, boards, commissions and other City
authorities providing that this Agreement does not bind any City agency or
instrumentality (e.g. Department of Off -Street Parking, any Community Redevelopment
Agency, Bayfront Park Management Trust, Virginia Key Beach Park Trust, Health
Authority, or Downtown Development Authority, etc.) to utilize this Agreement until, as
authorized by their respective boards, in compliance with all applicable laws and
regulations including separate bid waivers, as applicable, if, at their discretion, they
decide to use this Agreement.
iv. "City Commission" shall mean the legislative body of the City.
v. "City Manager" shall mean the Chief Executive Officer of the City. The
City Manager may, by written delegation memo, authorize a City employee to act as the
Manager's designee for administrative approvals requested from the City Manager under
this Agreement.
vi. "Construction Costs" shall mean all of Illumination Technologies'
expenses relating to the development, design and construction of Facilities at a Site.
Construction Costs shall include any labor, materials, supplies, utilities, permits/licenses,
equipment, and professional services necessary to develop and construct new or
replacement Facilities except as may otherwise be provided by this Agreement, including
but not limited, to Paragraph 2.H.
vii. "Environmental Assessment" shall mean an assessment conducted in
accordance with the then current ASTM standard for environmental assessments, or other
appropriate review of the environmental conditions then existing at a Site, including such
sampling or testing as deemed appropriate by Illumination Technologies' environmental
consultant.
viii. "Facility or Facilities" shall mean Multipurpose Poles capable of hosting
vigilance video cameras, as well as the necessary equipment for the transmission of
images, through optical fiber or other means. The term "Facility or Facilities" may also
include other equipment that may be attached, incorporated within the Multipurpose
Poles or otherwise located on a Site, including but not limited to, urban lighting,
telecommunications equipment, Fiber as defined herein, Tag Readers and Flood Sensors.
The term "Facilities" does not include User Equipment as defined by this Agreement.
ix. "Fiber" shall mean any fiber optic cable and any related conduit currently
owned or owned in the future by Illumination Technologies and which supports the
Facilities and User Equipment located on the Multipurpose Poles and includes Fiber that
may be dedicated for the City's sole use during the term of this Agreement.
x. "Flood Sensors" shall mean equipment to be installed at the sole cost and
expense of Illumination Technologies which will monitor flood -prone areas in real time
to rapidly detect and alert officials, businesses, and citizens to potential threats due to
rising water levels. Also known as flood inundation sensors, the equipment will measure
and report water elevations monitor flood -prone areas in real time to rapidly detect and
alert officials, businesses, and citizens to potential threats due to rising water levels. This
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equipment will measure water elevations and flood conditions back to operation centers,
first responders, and citizens through a common user interface.
xi. "Hazardous Condition" shall mean the release, or the threatened release, or
the presence, use, treatment, storage or disposal of, any material or substance regulated as
a hazardous, toxic or dangerous substance or pollutant under environmental laws.
Hazardous Condition shall include, but not be limited to, any activity whatsoever
involving the presence at, on, under or about (including in soil, surface water or
groundwater), of (i) any hazardous waste, extremely hazardous waste, restricted
hazardous waste, toxic pollutant or hazardous pollutant, or words of similar import, as
defined in the Resource Conservation & Recovery Act, as amended, and any regulations
or guidelines promulgated thereunder; (ii) any hazardous substance as defined in the
Comprehensive Environmental Response, Compensation and Liability Act as amended,
and any regulations or guidelines promulgated thereunder; (iii) any toxic substance or
hazardous chemical as defined in the Toxic Substances Control Act, as amended, and any
regulations or guidelines promulgated thereunder; (iv) the discharge of any pollutant
under the Federal Water Pollution Control Act, as amended, and any regulations or
guidelines thereunder; (v) any petroleum or refined petroleum product, or other petroleum
hydrocarbon; (vi) asbestos; (vii) polychlorinated biphenyls; (viii) any pollutant or
hazardous air pollutant under the Clean Air Act, as amended, and any regulations or
guidelines promulgated thereunder; and (ix) any substance or waste regulated under other
applicable environmental law. "Environmental Laws" hereunder shall mean the statutes
referenced in clauses (i), (ii), (iii), (iv), (viii) and (ix), above, the occupational Safety &
Health Act, the Hazardous Materials Transportation Act, any state analogues to any of
them, and any regulations or rules promulgated under each of them, each as amended and
in effect from time to time.
xii. "Interference" shall mean unwanted signals that interfere with the
intelligibility of desired signals.
xiii. "Multipurpose Pole(s)" shall mean the vertical structure(s) proposed and
owned by Illumination Technologies that are capable of hosting Facilities and User
Equipment, which expressly includes small wireless facilities as defined by Section
337.401(7), Florida Statutes, among other uses. Examples of Multipurpose Pole(s)
approved as part of this Agreement are described in Exhibit "B" attached hereto and
made a part hereof. A Multipurpose Pole is not and shall not be considered a "Authority
Utility Pole" for purposes of Section 337.401(7), Florida Statutes.
xiv. "Public Safety" shall mean those functions of Federal, State and City
Authorities directly related to the protection of life and property.
xv. "Rights -of -Way" shall mean a public right-of-way, highway, street, bridge,
tunnel or alley for which the City is the authority that has jurisdiction and control and
may lawfully grant access to pursuant to applicable law, and includes the surface, the air
space over the surface and the area below the surface. The term also includes those
Rights -of -Way over which Miami -Dade County or the Florida Department of
Transportation has jurisdiction and authority under the Florida Transportation Code,
Chapter 334, Florida Statutes, as same may be amended from time to time, but where the
County or State or both have expressly delegated, by written agreement, to the City the
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authority to regulate the permitting, placement, installation and maintenance of facilities
in the Rights -of -Way. "Rights -of -Way" shall not include private property or easements
over private property, otherwise this Agreement shall only apply to the "City street
system" which means all local roads within a municipality, and all collector roads inside
that municipality, which are not in the county or state, road system. This definition is
referenced in Section 334.03, Florida Statutes.
xvi. "Site" shall mean the identified area within the Rights -of -Way owned or
controlled by the City on which Facilities will be constructed or erected or on which
Facilities presently exist.
xvii. "Small Wireless Facilities" shall have the same meaning as provided by
Section 337.401, Florida Statutes.
xviii. "Tag Readers" shall mean high-speed, computer -controlled camera
systems that are typically mounted on street poles, streetlights, or highway overpasses.
Tag Readers automatically capture all license plate numbers that come into view, along
with the location, date, and time. The data, which includes photographs of the vehicle,
and potentially any driver and passengers, is then uploaded to a central server. "Tag
Reader" shall be synonymous with the term Automated License Plate Reader ("ALPR").
xix. "Term" shall have the meaning assigned to such term in Paragraph 3.
xx. "User" shall include a third -party (excluding City agencies,
instrumentalities or authorities) that executes a User agreement with Illumination
Technologies to place User Equipment on, within or adjacent to the Multipurpose Pole.
xxi. "User Equipment" shall include, but is not limited to, telecommunication
transmitting and receiving equipment, antennae and/or cable installed by a User on a
Facility or within conduit owned by Illumination Technologies and located within the
Rights -of -Way. The term User Equipment expressly includes Small Wireless Facilities.
xxii. "Vigilance Security Network" shall mean the vigilance video camera
network consisting of a series of video cameras and the necessary equipment for the
transmission of images, through optical fiber or other means, and connected through a
network terminating at a designated central station. Included within this definition is the
necessary monitoring equipment at the designated central station. Flood Sensors, Tag
Readers and any additional equipment outlined on Exhibit "C" attached hereto and made
a part hereof is expressly excluded from the definition of Vigilance Security Network.
xxiii. "Work" shall mean the design, engineering, construction, management,
marketing and operation of the Facilities and Fiber under the terms of this Agreement.
2. Agreement and Rights Granted.
A. During the Term of this Agreement, the City hereby grants to Illumination
Technologies a license to access the Rights -of -Way for placement of and to use all rights of the
City in and to the Sites which are necessary for Illumination Technologies' full use and
utilization of the Sites for the purposes set forth in this Agreement, and hereby grants to
Illumination Technologies the right to design, develop, construct, market, install, maintain and
operate Facilities within the Rights -of -Way subject to the provisions hereof. Illumination
Technologies shall bear the entire cost and expense related to permitting, design, development,
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construction, Construction Costs, installation, inspection, marketing, maintenance, other required
approvals, and operation of the Facilities to be developed pursuant to this Agreement, except as
may be otherwise provided for herein.
B. The City hereby specifically grants to Illumination Technologies the right to
develop the Facilities on the Sites mutually agreed upon by the City and Illumination
Technologies. Such Sites are described on Exhibit "A" (or any supplement thereto agreed upon
by the Parties as an amendment to this Agreement as provided by Paragraph 7) attached hereto
and made a part hereof. Such grant by the City includes the placement of any Fiber and back -haul
network necessary within the Rights -of -Way to connect the Facilities and User Equipment,
including any Facilities placed for the benefit of the City as provided by this Agreement to the
end -point identified by the City for its use, as well as any future User Equipment placed on the
Facility. Where practicable, Illumination Technologies agrees to install Fiber and any related
conduits underground. As a portion of the Facilities to be placed expressly benefit and will be
owned and operated by the City, to the extent any portion of the Facilities to be placed pursuant
to the terms of this Agreement lie within rights -of -way outside the City's jurisdiction and control
and require permits or approvals from other governmental entities, the City acknowledges and
agrees to join in, support and otherwise provide assistance to facilitate the issuance of any
required 3rd party permits or approvals. To facilitate any permits or approvals within
Rights -of -Way owned and/or controlled by other governmental entities, the Parties acknowledge
that the permit applications may be submitted and obtained by an affiliated entity of Illumination
Technologies. The permitting and construction of any Facilities in rights -of -way outside of the
City's jurisdiction and control may be conditioned upon the placement of User Equipment
concurrent with any construction. Illumination Technologies acknowledges that no construction
within the rights -of -way, whether owned by the City or other governmental entities within the
municipal boundaries of the City, shall occur unless and until all required permits for that
construction have been received.
C. Illumination Technologies shall also have the right to enter into agreements with
Users wherein Illumination Technologies or the User shall be entitled to install and/or attach,
User Equipment on, within or adjacent to the Multipurpose Poles and to otherwise lease Fiber or
space within any conduit owned by Illumination Technologies. Illumination Technologies shall
also have the right in connection with its use of the Sites to place warning signs and do whatever
else is reasonably necessary to comply with applicable existing and proposed safety standards,
including, but not limited to, electromagnetic -energy (EME) safety standards, related to
Illumination Technologies' use or the Users' use of the Site. Nothing contained in this
Agreement is intended to authorize the placement of advertising or other informational signage
on the Multipurpose Poles unless and until expressly permitted by the City Commission.
D. The Parties acknowledge that a material component of this Agreement is the
ability of Illumination Technologies to enter into third party agreements for the placement of
User Equipment on the Sites. Such agreements, however, shall not contravene or violate any
contractual rights of existing occupants of the Rights -of -Way and any claims or actions in that
respect are included in the Hold Harmless and Indemnity from Illumination Technologies in
favor of the City of Miami. Any third party agreements for the placement of User Equipment
shall require that any User of the City's Right -of -Way comply with any legally applicable
provisions of the City Code, including but not limited to, any required registration or permitting
outlined in Chapter 54 of the City Code. It is the City's desire to facilitate and encourage the
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collocation of Small Wireless Facilities on the Multipurpose Poles and the Sites identified on
Exhibit "A" as allowed by applicable law. To this end, Exhibit "B" attached hereto and made a
part hereof provides various design options for proposed Multipurpose Poles and related
equipment and construction methods in an effort to facilitate collocation of Small Wireless
Facilities. Notwithstanding the foregoing, it is the City's desire that any Small Wireless
Facilities be placed within and/or ground mounted adjacent to any Multipurpose Pole and
Illumination Technologies agrees to include this aspirational language in any third party User
agreement. However, both Parties agree and acknowledge that, in light of the statutory
protections afforded Small Wireless Facilities by Section 337.401, Florida Statutes, in order to
encourage collocation on the Multipurpose Poles such requirement is aspirational only and will
not be a requirement of any permit that may be issued by the City for such facilities.
E. Prior to any proposed installation of a Facility on a Site, Illumination
Technologies shall submit to the City the following documentation:
i. The location of the proposed Facility with reference to Exhibit "A".
ii. The type of Facility proposed as identified in Exhibit "B".
iii. Any required site plans and construction plans.
iv. Description of any proposed maintenance of traffic and sidewalk closure plan.
v. A description of any restoration or remediation work or other City action
required.
vi. Copies of any permit applications and approved permits or similar approvals,
as applicable, that will be required from Miami -Dade County, State of Florida, or other
entities as appropriate.
vii. Current certificates of competency and other required approvals for the
contractors performing the Work.
F. The City shall review and, where a permit is required to be issued by the City,
process and approve any such permit(s) for the proposed Facilities in a timely fashion, but no
later than sixty (60) days following submission of all the information required by paragraph E
above along with a complete and acceptable permit application. The City agrees to expedite and
review any permit(s) within forty-five (45) days following receipt upon the payment of an
additional fee of $500.00. It is the intent of the Parties that any permits be reasonably expedited
as the location of any Sites and the Facilities proposed have been previously approved as part of
this Agreement or any amendment thereto.
G. Not later than ten (10) days prior to any proposed construction of a Facility on a
Site approved by the City Manager in accordance with Paragraph 2.F. above, Illumination
Technologies shall provide to the City a schedule for any construction which shall include the
following information:
i. A copy of the approved site plans and construction plans.
ii. A schedule of construction.
iii. Names and contact information of any contractors who will handle the
construction.
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iv. Approved maintenance of traffic and sidewalk closure plan.
v. Copies of all required permits to allow the construction of the Facilities.
H. Consideration to the City for Facilities developed under the terms of this
Agreement.
i. In exchange for the access to the Rights -of -Way by the City in the areas
identified on Exhibit "A-1" and as may be amended as provided herein, Illumination
Technologies agrees to install, at its own cost and expense, one, some or all of the
following as determined by the City Manager: a Vigilance Security Network, Flood
Sensors, and/or Tag Readers on any new Multipurpose Pole, together with the related
back -haul network to connect the Vigilance Security Network, Flood Sensors, and/or Tag
Readers to the City of Miami Data Center. Any such facilities will be included in the
plans to be provided in connection with Paragraph 2.E above and within the timeframes
provided by Paragraph 2.H.ii below.
ii. Illumination Technologies agrees to reserve space and an identified capacity
within and on the Multipurpose Pole(s). The space and capacity reserved to the City shall
be as provided in Exhibit `B". Any equipment listed in subparagraph 2.H.i above and as
may be otherwise provided for herein shall be placed within the reserved area on the
Multipurpose Pole. The City shall be allowed to place any additional facilities outlined
on Exhibit "C" within this reserved space to the extent such can be accommodated within
the capacity reserved to the City. Notwithstanding the foregoing, the City acknowledges
that Illumination Technologies shall only be responsible for providing, at its cost, the
Vigilance Security Network, Tag Readers and Flood Sensors (for purposes of this
subparagraph the "Sensor Package") on the Multipurpose Poles, together with the
necessary Fiber to connect these facilities to the City's Data Center. To the extent any
additional facilities outlined on Exhibit "C" are requested by the City to be placed on the
Multipurpose Pole within the area and capacity reserved for the City, the City understands
that such additional equipment shall be at the City's cost to the extent it exceeds the cost
of the Sensor Package as agreed upon by the Parties. The City shall advise Illumination
Technologies of what equipment the City requests on each Site identified on Exhibit "A"
within thirty (30) calendar days of the approval of this Agreement or in connection with
any amendment of Exhibit "A" as provided by this Agreement.
iii. Illumination Technologies agrees to dedicate €eufeight (48) strands of fiber to
the City, which fiber may be used by the City for any uses, purposes, programs or other
lawful purpose and which is approved by the City Manager or the City Commission at
their sole discretion, within any fiber optic cable placed in connection with this
Agreement.
iv. Illumination Technologies further agrees to pay for any applicable
engineering, public works, and building permits required for construction of any
Multipurpose Poles and related Facilities.
v. Illumination Technologies further agrees to provide Wi-Fi pursuant to the
specifications outlined on Exhibit "C" and limited to the following three City parks:
Coral Gate Park, Bryan Park and Shenandoah Park. Illumination Technologies will
design and install the Wi-Fi system at each of the three (3) parks and install a wired point
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of connection (POC) or demarcation point so that it can be connected to the City's
existing internet service provider (ISP) at each of the locations. The City's IT
department will be responsible for maintenance, management and operation of the Parks'
Wi-Fi network.
vi. Illumination Technologies further agrees to maintain any Facilities placed in
the Rights -of -Way of the City, including the Vigilance Security Network, Tag Readers,
Flood Sensors and Fiber placed for the benefit of the City or which may have been
dedicated to the City pursuant to this Agreement, in a condition which, at minimum,
complies with all codes, laws and prevailing industry standards, and in good working
condition and as provided by Paragraph 13. The Parties expressly acknowledge that title
to, and operation of, the Vigilance Security Network, Flood Sensors, Tag Readers, and
any additional facilities constructed on the Multipurpose Pole pursuant to Paragraph 2.H,
particularly subparagraph 2.H.ii, and facilities provided to the City pursuant to
subparagraph 2.H.v above, -will be vested and be the responsibility of the City. The City
shall be solely responsible for the operation, collection, use, storage and further
distribution of any data, video or information obtained from the Vigilance Security
Network, Flood Sensors, Tag Readers or any other facilities owned by the City and
contemplated by this Agreement. Illumination Technologies will not have access to any
of the data, video or other information obtained or collected by the City in connection
with the Vigilance Security Network, Flood Sensors, Tag Readers or any other facilities
contemplated by this Agreement, nor shall Illumination Technologies have any
responsibility or liability as a result of the City's operation and use of the data, video or
other information collected by the Vigilance Security Network, Flood Sensors, Tag
Readers and any other facilities contemplated by this Agreement to any third parties,
other than any maintenance obligations outlined in this subparagraph and Paragraph 13.
The use of any data, video or information obtained by the City is further subject to the
privacy provisions outlined in Paragraph 35.S of this Agreement.
vii In exchange for the access to the Rights -of -Way by the City in the areas
identified on Exhibit "A-2" and as may be amended as provided herein, Illumination
Technologies agrees to install, at its own cost and expense, Vigilance Security Network
and Wi-Fi facilities on any new Multipurpose Pole and install a wired point of connection
(POC) or demarcation point so that it can be connected to the City's existing internet
service provider (ISP) for any Wi-Fi facilities The City's IT department will be
responsible for maintenance, management and operation of the Wi-Fi network Any
such facilities will be included in the plans to be provided in connection with Paragraph
2.E above.
viii As further consideration to the City, Illumination Technologies agrees to remit
to the City thirty ($30 00) dollars per Multipurpose Pole per month to be paid on a
quarterly basis in arrears with any payment commencing thirty (30) days following the
closure of the last permit required to attach User equipment for the initial User to
collocate on the Multipurpose Pole.
ix vii. Any equipment to be provided to the City or placed by the City pursuant to
this Paragraph 2.H shall not create or cause any radio frequency or Interference issues
with User Equipment or other Facilities owned by Illumination Technologies and placed
on, within or adjacent to the Multipurpose Poles. In the event any radio frequency or
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interference issues are discovered, the City shall diligently work with Illumination
Technologies and/or any User to resolve any radio frequency or Interference issues as
expeditious as possible or as otherwise may be required by applicable law.
x viii. The City acknowledges that Illumination Technologies obligation to
provide the Facilities covered by this Agreement is contingent upon Illumination
Technologies received all required permits and approvals for the Facilities.
3. Term. The Agreement shall commence on the date it is approved by the City
Commission and shall continue for twenty (20) years thereafter (together with any period of
renewal of this Agreement, if applicable, the "Term"). City shall give Illumination Technologies
written notice in accordance with Paragraph 21 of said approval within three (3) business days
thereafter and shall follow up promptly with written notice confirming said commencement date.
Provided Illumination Technologies is not then in default of any of the provisions of the
Agreement beyond any applicable grace periods, Illumination Technologies may have two (2) ten
(10 ) year renewal option periods, each of which must be exercised by written notice to the City
in accordance with Paragraph 21 and are subject and conditioned upon acceptance by the City
Manager in writing, in the exercise of his professional discretion, subject to compliance with
applicable laws, codes, and regulations. The initial renewal notice may be requested not more
than fifteen (15) years nor less than six (6) months before the expiration of the initial Term.
Thereafter, each renewal notice may be given not more than five (5) years nor less than six (6)
months before the expiration of any remaining Term.
4. Title.
A. Title to Facilities. Except as otherwise provided by Paragraph 2.H.vi,
Illumination Technologies shall be the legal and equitable owner of all new Facilities
Illumination Technologies constructs in accordance with this Agreement. Upon expiration of
this Agreement pursuant to Paragraph 3, title to the Facilities, including the Multipurpose Poles
and any Fiber, shall remain in the name of Illumination Technologies. Any facilities placed on
the Multipurpose Poles outlined in Paragraph 2.H.ii above and as provided in Paragraph 2.H.v,
shall continue to be owned and operated, including any maintenance and repair, by the City. A
Multipurpose Pole shall not be considered a "Authority Utility Pole" for purposes of Section
337.401, Florida Statutes, unless a different determination is made as required by applicable state
or federal law in which case provisions of Paragraph 8.A shall apply to require the Parties to
renegotiate this Agreement.
B. Property Interest. This Agreement shall not confer upon Illumination
Technologies any ownership or leasehold, tenancy, estate or possessory interest, except for the
rights granted in connection with the Facilities as provided by this Agreement, in real property
owned by or under the jurisdiction of the City, and Illumination Technologies agrees that it shall
never make any encumbrance upon or claim of such ownership or possessory interest.
5. Illumination Technologies Use of Facilities. The Parties acknowledge that a
material component of this Agreement is the use of the Facilities for the installation, operation
and maintenance of User Equipment, along with associated other electronic, telecommunications
and telecommunications -related equipment (which may be passive and/or active). Other uses not
specifically contemplated in the Agreement cannot be implemented without the both compliance
with all applicable codes, laws, rules and regulations including, without limitation the City Code
and Charter and the Miami 21 Code, the zoning ordinance of the City, as amended or succeeded
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by other zoning ordinances and the prior written approval, in his or her reasonable discretion, by
the City Manager, or designee, as provided by this Agreement and as otherwise allowed by law.
6. City's Use of Facilities. Any Facilities placed on the Multipurpose Pole(s)
pursuant to Paragraph 2.H above and which will be owned and operated by the City shall operate
independently of any other Facility or User's Equipment installed on, within or adjacent to a
Multipurpose Pole.
7. City Approval of New and/or Relocated Facilities. The City Manager or his
designee shall have sole and final prior, written approval, acting reasonably, of the development
of any and all proposed new Facilities in areas not identified on Exhibit "A" or where a location
identified on Exhibit "A", due to identified site conditions within the Rights -of -Way or as needed
to accommodate User Equipment, must be relocated; provided, however, that the City Manager
may not unreasonably discriminate among providers of functionally equivalent services subject
to this Agreement, and the City Manager shall not base a determination regarding the placement,
construction, or modification of User Equipment on a Facility directly or indirectly on the effects
of radio frequency emissions to the extent a Facility complies with the radio frequency emission
rules of the Federal Communications Commission ("FCC"). Issues that may be considered by
the City Manager include, but are not limited to, Public Safety and aesthetics. Any amendment
to Exhibit "A" which seeks to relocate a Facility due to identified site conditions or as needed to
accommodate User Equipment shall be presented to the City Manager and such approval granted
or withheld within forty-five (45) days. Any amendment to Exhibit "A" which seeks to modify
or expand the geographic areas covered by this Agreement shall be mutually agreed upon by the
Parties. Such approval shall be granted or withheld within forty-five (45) days following any
request by either the City or Illumination Technologies' to amend Exhibit "A" to the City
Manager. The Parties expressly acknowledge that any new Sites identified in any amended
Exhibit "A" shall still be required to obtain any permits or other approvals required by Paragraph
2 above and shall be required to provide any Facilities that may outlined in Paragraph 2.H.
8. Compliance.
A. Illumination Technologies shall comply with all present applicable local, state and
federal laws, codes, ordinances, rules, statutes, and regulations pertaining to the Work. In the
event of a substantial change in local, State and federal laws, codes, regulations, ordinances,
rules, statutes or regulations which has a material adverse effect upon the economic benefits of
this Agreement to either party, the Parties shall negotiate in good faith to effect an equitable
reformation of this Agreement subject to the further review by the City Attorney as to legal form
and approval by the City Commission or City Manager, which approval shall not be
unreasonably withheld.
B. Illumination Technologies or its subcontractors shall obtain all necessary permits,
certificates and other approvals required to fulfill Illumination Technologies' obligations under
this Agreement. Illumination Technologies shall provide copies of all such documentation to the
City. In the event Illumination Technologies or its affiliate is unable to obtain any required
permits or approvals from any other governmental entity, such shall not constitute an Event of
Default under this Agreement. In such an event, the parties shall either mutually agree to
relocate the Site and/or Facilities to a different location, and if no mutual agreement can be
reached, the affected Site and/or Facilities shall be removed from the Agreement.
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C. During the course of the Work, Illumination Technologies shall procure any and
all permits and licenses that are necessary for performance thereof and shall observe and abide by
all applicable restrictions and all laws, rules and regulations. In the event Illumination
Technologies or its affiliates are unable to obtain any required permits or approvals from any
other governmental entity, such shall not constitute an Event of Default. In such an event, the
parties shall either mutually agree to relocate the Site and/or Facilities to a different location, and
if no mutual agreement can be reached, the affected Site and/or Facilities shall be removed from
the Agreement.
D. Although covered by the general compliance mandated by this provision, it is
specifically understood that Illumination Technologies shall be responsible for the repair and
maintenance of any Multipurpose Poles erected by Illumination Technologies and shall ensure in
any User agreement that any User Equipment installed is operated in compliance with all rules
and requirements of the FCC and the Federal Aviation Administration ("FAA") (the "FCC/FAA
Rules").
9. Management of Site Engineering. Illumination Technologies shall have exclusive
engineering supervision over its own Facilities and User Equipment on the Sites. Such
supervision shall include, but is not limited to: (i) frequency coordination and acceptability; (ii)
engineering specifications; (iii) establishment of standards and practices consistent with, and
necessary for, the avoidance or elimination of interference; and (iv) acceptability of
telecommunications equipment.
10. Work. Except as otherwise expressly provided in this Agreement, Illumination
Technologies shall perform all Work on new Facilities at its sole cost and expense.
A. Design of Multipurpose Poles.
i. Illumination Technologies, in coordination with the City, has identified
various Multipurpose Pole designs which can accommodate the Facilities and User
Equipment as outlined in this Agreement. The approved Multipurpose Pole designs are
described in Exhibit "B". Any permit application for a new Facility on a Site shall
include one of the approved designs and shall be entitled to an expedited review, unless
waived by the City Manager to facilitate the collocation of User Equipment.
ii. All design plans for the Facilities must be under the sign and seal of a state of
Florida Professional Engineer.
B. Construction of the Facilities. The Parties agree that in connection with the
construction of a Facility:
i. Illumination Technologies shall construct the approved Facilities, including all
necessary (as determined by Illumination Technologies) site development including, but
not limited to, any necessary (as determined by Illumination Technologies) remediation,
and equipment, at its sole cost and expense, except as otherwise provided herein.
ii. Other than as may be provided in this Agreement, all construction by
Illumination Technologies shall comply with all requirements for construction within
City Rights -of -Way, including but not limited to the approval of any required permits,
any maintenance of traffic plan ("MOT"), and compliance with the Trench Safety Act of
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Florida, etc., as applicable. All construction worksites will operate and shall be
maintained in compliance with OSHA standards.
iii. Illumination Technologies shall restore the ROW within thirty (30) days
following the completion of construction and receipt of all required inspections for the
work covered by the Permit.
iv. Upon completion of a Facility on a Site, Illumination Technologies shall
provide the City with complete sets of as -built site plans and drawings, stamped by a
Professional Engineer registered in the state of Florida, detailing the Facilities and all Site
improvements.
v. All Work contemplated by this Agreement to be performed by Illumination
Technologies, including any obligations to repair or maintain the Facilities, shall be
performed by Illumination Technologies or, at its discretion, by qualified subcontractors
who shall be bonded, insured and licensed to operate in the City.
C. Site Conditions. Any City approved and permitted Site to be used under this
Agreement is allowed to be used in "AS IS, WHERE IS" condition. The City disclaims any
express or implied affirmation or representation as to the suitability, features, soil and safety
conditions or any other features or conditions on the Site(s). By executing this Agreement
Illumination Technologies accepts the Sites "AS IS, WHERE IS" and covenants not to sue and
releases the City from any alleged defects, issues or matters relative to site conditions.
i. The City hereby states to Illumination Technologies that, to the best of its
knowledge, (i) the City has the authority and all requisite right, title and interest in the
Sites to grant to Illumination Technologies the rights pursuant to this Agreement and (ii)
to the knowledge of the City there is no Hazardous Condition at any Site which would
result in liabilities (whether accrued or contingent) to Illumination Technologies or
adversely affect the performance of Illumination Technologies' obligations hereunder,
currently or in the future. Except as set forth herein, the City makes no representation or
warranty to Illumination Technologies, either express or implied, as to the use, operation,
safety, environmental condition, title or fitness for a particular purpose of the Sites, and
Illumination Technologies' use of the Sites shall be on an "as is" basis. THE CITY
DISCLAIMS ALL WARRANTIES INCLUDING WITHOUT LIMITATION THE
WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND THE
WARRANTY OF MERCHANTABILITY.
ii. Illumination Technologies, or its agents and environmental contractors, shall
have access at all reasonable hours to, and may inspect, the Sites, including without
limitation any location being considered as a new Site, and shall have the right to conduct
such reviews, including any survey, Environmental Assessment or environmental
sampling or investigation, as appropriate at any Site, including any Site being considered
for the construction of a new Facility. Illumination Technologies shall bear its own costs
of review, inspection and assessment, and shall make no claim for costs, damages, or
expenses arising from the condition of the Site, except a possible adjustment of time as
provided in this Paragraph 10.C.
iii. Illumination Technologies shall notify the City in writing promptly after
Illumination Technologies learns of the following conditions and before such conditions
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are disturbed (except to the extent necessary to conduct an Environmental Assessment or
environmental sampling or investigation): (1) subsurface or latent physical conditions at
the Site such that remediation (at Illumination Technologies sole's cost and expense)
would be required pursuant to any applicable laws, rules or regulations or (2) physical
conditions at the Site, of an unusual nature, differing materially from those ordinarily
encountered and generally recognized by Illumination Technologies as inherent in work
of the character provided for in this Agreement. The City shall investigate the conditions,
and if it finds that such conditions exist shall allow Illumination Technologies to identify
a different Site for the placement of its Facilities. If an alternate Site is selected by
Illumination Technologies, the City agrees to review and approve any relocated Site in
accordance in Paragraph 7.
iv. In the event Illumination Technologies or other persons learn of any
Hazardous Conditions in the performance of the Work or otherwise which were not
introduced to the Site directly or indirectly by Illumination Technologies, its affiliates,
agents, or assigns ("Discovered Hazardous Conditions"), Illumination Technologies shall
notify the City as provided in subparagraph (iii) above, shall restore the Right -of -Way
and proceed to select an alternate Site. In no event shall Illumination Technologies be
responsible or held liable for, any Discovered Hazardous Conditions, except for any
increase, exacerbation or disturbance of any Discovered Hazardous Conditions caused by
its actions or activities after first becoming aware of their existence.
v. If Illumination Technologies or its affiliates, agents, or assigns introduces
toxic or hazardous materials to the Site directly or indirectly, Illumination Technologies
shall be solely liable for the removal or remediation of such introduced materials and for
any resulting delays.
With respect to any Discovered Hazardous Condition, the City, at its sole
discretion and at its sole option and at no cost to Illumination Technologies, shall reject
the Site altogether. Illumination Technologies may reject a proposed Site based on the
findings of an Environmental Assessment or as otherwise provided by this paragraph.
vi. The City makes no representation or warranty as to Site conditions, except as
expressly set forth in this Agreement. The Site conditions are granted for use in an "as is/
where is" condition.
11. Audit Procedures.
A. Records. Illumination Technologies shall maintain true and correct electronic
copies of maintenance and inspection records, permits and approvals required therefor in
connection with the performance of this Agreement (for purposes of this paragraph the "Audit
Records") and shall retain the Audit Records for a period of not less than three (3) years after
completion of the Work.
B. Right to Audit. The City or its authorized representative may from time to time
and upon reasonable advance notice to Illumination Technologies, make an audit
of the Audit Records of Illumination Technologies required to be maintained in
connection with this Agreement.
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C. Such right of inspection shall exist during the Term of this Agreement, including
any renewals, and for a period of three (3) years thereafter.
D. Illumination Technologies must maintain the Audit Records necessary to
document compliance with auditable provisions of the Agreement. Illumination
Technologies acknowledges that additionally the City has the audit and inspection
rights set forth in § 18-100 to §18-102 as it relates to the Audit Records, City
Code, as amended, which are deemed as being incorporated by reference herein.
Such records will be made available to the City and its agents within Miami -Dade
County, Florida during the Term of this Agreement and for three (3) years
thereafter.
All of Illumination Technologies' operational records related to the Audit Records shall
be open to inspection and audit by the City or its designated representative at all reasonable times
during business hours following reasonable prior, written notice.
12. Facility Access. Illumination Technologies shall have the right to gain access to
any Facilities for the purposes outlined in this Agreement 365 days a year, 24 hours a day,
providing, however they will not interfere with normal traffic operations. Users similarly shall
have the right to gain access to the Multipurpose Pole and any User Equipment 365 days a year,
24 hours a day, providing, however they will not interfere with normal traffic operations.
Illumination Technologies, including any Users, shall be required to obtain any legally required
permits for any planned maintenance which affects (other than in the case of an emergency) the
normal flow of traffic of a Rights -of -Way.
13. Maintenance and Repairs. Regarding any Facility approved, developed or
improved under this Agreement, Illumination Technologies shall be responsible for performing
all repairs necessary to keep the Facilities on the approved Site in good and tenantable condition
including such maintenance, alterations, additions or improvements necessary (as determined by
Illumination Technologies) to remain in compliance with generally accepted engineering
practices, all applicable FCC/FAA Rules, and all other laws, rules and regulations.
Illumination Technologies' obligation to maintain and repair any Facilities constructed
thereon shall be subordinate to, and shall not conflict with, all the City's other municipal uses
including, but not limited to, the use and operation of any Facilities placed on the Multipurpose
Pole pursuant to Paragraph 2.H above which is the primary public benefit being provided. Any
repair and maintenance of the Facilities placed on the Multipurpose Pole(s) by virtue of
Paragraph 2.H and which are owned and operated by the City shall be pursuant to standards
which shall be established by the City and provided to Illumination Technologies within thirty
(30) days of the approval of this Agreement or before the construction of any such Facilities,
whichever shall occur first.
14. Utilities. Illumination Technologies shall be, and, as applicable, shall cause its
Users to be, responsible for and promptly pay all charges for electricity, telecommunications, and
telephone service, or any other utility or similar charges applicable to Illumination Technologies'
or its Users' use of the Facility. The City shall in no way be liable for these charges. The City is
not a partner or joint venture or affiliated with Illumination Technologies which is an unrelated
business entity. The City is not responsible for any debts, defaults or miscarriages of Illumination
Technologies or its officers, directors, employees, agents, servants and representatives.
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As necessary, Illumination Technologies shall have, or shall cause its Users to have,
electrical current meters installed at each Facility. The cost of such meters and the installation,
maintenance and repair thereof shall be incurred by Illumination Technologies, or directly by
Users, as the case may be. Illumination Technologies shall be responsible for paying all
respective utilities consumed in operating the City's Vigilance Security Network.
15. Illumination Technologies' Right to Maintain Security. Illumination
Technologies may implement, at its sole cost and expense, any required security measures to
ensure the security of the Facilities and the User Equipment.
16. Inspections. The City shall have the right, upon reasonable prior notice to
Illumination Technologies, to inspect the Facilities at all stages and at all reasonable times. Given
the sensitivity of User Equipment, any inspections of User Equipment will be subject to
reasonable notice and further approval of the User. Illumination Technologies shall provide at its
sole cost and expense for professional inspection at times as determined necessary by
Illumination Technologies of all Facilities constructed or otherwise utilized under the terms of
this Agreement. Inspections shall be performed by firms with at least three years inspection
experience and shall be in accordance with ANSI EIA/TIA-222-G, or current revision of the code
being used at the time the Site was constructed. A copy of the results of each inspection shall be
provided to the City upon request.
17. Environmental.
A. Illumination Technologies, at its sole expense, shall, with respect to all Work,
Facilities and Sites, comply or cause compliance with all material provisions of applicable
Environmental Laws, provided however that Illumination Technologies shall have no liability for
Hazardous Conditions, except as set forth in Paragraph 10.C.v.
B. In addition to the general indemnity contained in Paragraph 20 of this Agreement,
Illumination Technologies specifically and comprehensively agrees to fully and completely
indemnify, defend and save harmless the City, the City's successors and assigns and the City's
present and future officers, officials, directors, employees or agents (collectively "Indemnities")
from and against any and all liabilities, penalties, fines, forfeitures, demands, damages, losses,
claims, causes of action, suits, judgments, and reasonable costs and expenses incidental thereto
(including cost of defense, settlement, mediation, arbitration, administrative, regulatory,
statutory, civil, appellate and bankruptcy proceedings or actions, attorneys' fees of any sort
whatsoever, consultant fees, investigative or adjuster fees, and expert fees), which the City or any
or all of the Indemnities may hereafter suffer, incur, be responsible for or disburse as a result of
any liability or responsibility whatsoever directly caused by or arising out of any Hazardous
Condition which results exclusively or substantially from Illumination Technologies' use of the
Sites; or from any act, event, action, omission, undertaking from Illumination Technologies
actions, omissions, undertakings, and performance related to this Agreement; or from any alleged
non-compliance, violation, or failure to adhere to applicable laws, codes, rules, regulations,
ordinances applicable to this Agreement or from a duty arising under this Agreement; or for any
personal injury, wrongful death, property loss, damage or destruction arising by virtue of this
Agreement; provided that this indemnity shall not relate to any obligations of the Illumination
Technologies under Paragraph 10.C. hereof, nor for any Hazardous Condition existing at a Site
or arising from City activities thereon. Furthermore, Illumination Technologies shall assume and
tender defense at its own cost and indemnify, defend, and save harmless the City and all
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Indemnities for any and all liability, penalties, fines, forfeitures, demands, damages, losses,
claims, causes of action, suits, judgments, and reasonable costs and expenses incidental thereto
including but not limited to cost of defense, settlement, attorneys' fees, consultant fees and expert
fees, arising from or based on any Hazardous Condition with regard to any Site, Facilities or
Work which results exclusively from Illumination Technologies' use of the Sites; provided that
this indemnity shall not relate to any obligations of Illumination Technologies under Paragraph
10.C. hereof,
C. The Parties acknowledge that the Work may be subject to the National
Environmental Policy Act ("NEPA"). Illumination Technologies shall bear the cost of preparing
any required environmental reports and analyses related to any new Facility and development of
the Sites, but the City acknowledges the lead agency's responsibility regarding the contents and
conclusions thereof. The Parties agree to work in good faith to accomplish any required
environmental reviews, in compliance with applicable law, and to enter into such arrangements
on mitigation of potential impacts as are appropriate, provided that neither party shall be
obligated to agree to any specific mitigation proposal with regard to any particular Site, and may,
at the party's option, remove the location from the list of Sites or relocate the Site.
D. This provision shall survive the expiration or earlier termination of the
Agreement.
18. Insurance. Within thirty (30) days of the effective date of this Agreement and
prior to any application pursuant to Paragraph 2, whichever occurs first, Illumination
Technologies shall file with the City's Risk Manager, Certificates of Insurance evidencing
compliance with all requirements as required by Insurance Exhibit "D".
All insurance required by the Agreement shall be obtained at the sole cost and expense of
Illumination Technologies; shall be maintained with insurance carriers authorized to do business
in Florida, and acceptable to the City Risk Manager; shall be primary and non-contributing to any
insurance or self-insurance maintained by the City, shall be endorsed to provide written notice be
given to the City, at least thirty (30) days prior to the cancellation of such policies, which notice
evidenced by return receipt of United States Certified Mail, shall be sent to Attn: City Risk
Manager, and shall name the City, and its directors, officers, agents, and employees as additional
insureds thereunder.
Illumination Technologies shall be solely responsible for the payment of all deductibles to
which such policies are subject.
Each insurance carrier must be rated at least "A-" Class "V" in the most recently
published Best's Insurance Report. If, during the term of the policy, a carrier's rating falls below
"A-" Class "V", the insurance must be replaced no later than the renewal date of the policy with
an insurer licensed to do business in Florida and rated at least "A-" Class "V" in the most
recently published Best's Insurance Report.
Illumination Technologies shall cause all insurance to be in full force and effect as of the
date of the Agreement and to remain in full force and effect throughout the Term of this
Agreement and as further required by the Agreement. Illumination Technologies shall not take
any action, or omit to take any action that would suspend or invalidate any of the required
coverages during the period of time such coverages are required to be in effect.
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Not less than thirty (30) days prior to the expiration date or renewal date Illumination
Technologies shall supply the City updated replacement Certificates of Insurance.
i. Upon completion of each Facility covered by this Agreement, Illumination
Technologies shall provide in addition to the applicable insurance requirements as
suggested under Insurance Exhibit "D", Commercial Property Insurance covering the
Facilities owned by Illumination Technologies. Commercial property insurance shall, at a
minimum, cover the perils insured under the ISO Special Causes of Loss Special Form
(CP 10 30), or a substitute form providing equivalent coverages, including debris
removal, demolition and increased cost of construction that are caused by legal
requirements regulating the construction or repair of damaged Facilities, including an
ordinance and law endorsement, in an amount of not less than the replacement cost of the
property insured. If coverage for radio towers is not available under a commercial
property insurance policy, an inland marine insurance form with coverage equivalent to
ISO Special Causes of Loss Form (CP 10 30) may be used.
The amount of insurance shall equal the full estimated replacement cost of the Facilities
owned by Illumination Technologies.
The City shall be included as an additional insured and loss payee under the commercial
property insurance.
Illumination Technologies may, at its option, purchase business income, business
interruption, extra expense or similar coverage as part of this commercial property insurance, and
in no event shall the City be liable for any business interruption or other consequential loss
sustained by Illumination Technologies, whether or not it is insured, except in the event that such
loss is caused by the negligence of the City, its employees, officers, directors, or agents.
Illumination Technologies shall be solely responsible for any deductible amount in the
event of a loss.
ii. Illumination Technologies shall require any engineering or architectural firm
involved in this Agreement to maintain professional liability insurance in the amount of
$2,000,000 with tail coverage for two (2) years.
Illumination Technologies shall require any contractors hired, to carry suitable insurance.
iii. Nothing in the Paragraph is intended to replace or supplant any insurance
requirement imposed on Users by Chapter 54, Article VD of the City Code.
19. Taxes and Fees. Illumination Technologies shall be responsible for payment of all
personal property and all real estate (ad valorem) taxes, assessments, levies, impositions, charges
and fees of any kind whatsoever incurred as a direct result of the construction of Facilities. In no
event shall the City be subject to any fee, tax or other exaction. Nothing in this paragraph or this
Agreement is intended to eliminate any taxes or fees, including any taxes provided by Chapter
202, F.S., that may be lawfully imposed on Users that are communications services providers.
20. Indemnification.
A. Notwithstanding any other provision of law, Illumination Technologies shall
protect, indemnify, defend and save harmless the City, the City's successors and assigns and the
City's present and future officers, directors, employees or agents (collectively "Indemnities") and
shall assume any and all costs and liability for any loss, liability, obligation, claim, penalty, cause
17
of action, cost, damage, harm or expense of any nature whatsoever arising out of or relating to
Illumination Technologies' conduct of the Work or its use of the Facilities, including but not
limited to Illumination Technologies' installation, relocation, removal, operation or maintenance
of the Facilities and the use of any Site or any damage, personal injury or otherwise. Further, by
this Agreement, Illumination Technologies agrees to indemnify and hold harmless the City, and
their respective officers, agents, employees and assigns from any and all loss, liability, obligation,
claim, penalty, cause of action, cost, damage, harm or expense of any nature whatsoever,
including without limitation, attorneys' fees arising out of or relating to Illumination
Technologies' conduct of the Work or its use of the Facilities, including but not limited to
property loss or damage, real or personal, or bodily injury, including death and (iv) in connection
or relation to any act or omission of Illumination Technologies undertaken pursuant to the
provisions of this Agreement and (v) any violation of statutory or ordinance liability claims
arising by virtue of Illumination Technologies actions or omissions under this Agreement,
including, without limitation, patent, copyright or trademark infringement claims. Provided
however, that Illumination Technologies' obligations hereunder shall not extend to any damages
caused by the negligence, gross negligence, or intentional, wanton or willful acts of the City and
the Indemnities to the extent not inconsistent with applicable law. Illumination Technologies
further agrees that it will make no claim against the City for damages to the Work or Facilities,
and will make no claim for indirect, special, consequential, or punitive damages or for lost profits
or for private property rights related claims (i.e. regulatory takings, etc., et. al.). This indemnity
shall survive the termination of this Agreement and upon such termination Illumination
Technologies will execute a general release to the City for any damages claimed to have been
sustained by Illumination Technologies arising from the Work or Facilities.
B. Illumination Technologies shall defend and indemnify the City and the
Indemnities against and hold the City harmless from any and all loss, costs and expenses
including, without limitation, attorney's fees and costs, associated with all mechanic's or
supplier's liens and claims respecting any Facility and shall not place or cause to be placed any
claim of liens, claims and encumbrances arising from its performance of its obligations
hereunder.
C. Illumination Technologies shall furnish, pay for and post a construction bond
naming the City as obligee in the percentage equivalent to 110% of the construction cost of the
work being undertaken pursuant to this Agreement in the Rights -of -Way. The bonds shall be
furnished (as the insurance is provided) by a company engaged in suretyship business in Florida
and rated A; V or better per A.M. Best's Key Rating Guide, latest edition and be subject to
approval of the City. The bond shall be substantially in the form prescribed by Section 255.05,
Florida Statutes. Any bond posted pursuant to this subsection shall be released by the City
twelve (12) months following restoration of the Rights -of -Way associated with the work covered
by the bond.
D. This Indemnity / Hold Harmless/ Duty to Defend section shall survive the
expiration or earlier termination of the Agreement. Ten (10.00) dollars and the granting of this
Agreement are acknowledged by Illumination Technologies as good, sufficient and valued
consideration for the granting of this Indemnity.
21. Notices. Any notice or demand required or permitted to be given or made
hereunder shall be in writing, and shall be deemed sufficiently given or made if sent by personal
delivery, certified or registered U.S. Mail in a sealed envelope postage prepaid, or via Federal
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Express or other generally recognized commercial "overnight" courier service, with a copy via
electronic mail addressed in the case of:
City to:
City of Miami
444 S.W. 2nd Avenue - 6th Floor
Miami, FL 33130
Attn:
Email:
Illumination Illumination Technologies, LLC
Technologies to: 2332 Galiano Street, 2nd Floor
Coral Gables, FL 33134
Attn: Jay Rocio
Email: jrocio@illuminationtechnologies.com
Any such communication shall be deemed to have been given when delivered if delivered
personally on the first business day after dispatch if sent by commercial "overnight" courier
service, or on the fifth business day after posting if sent by mail.
22. Assignment. Illumination Technologies may assign or transfer this Agreement, in
whole or in part, to a wholly -owned subsidiary or affiliate of the Illumination Technologies or to
a communications services provider registered with the City of Miami with consent of the City
Manager, which consent shall not be unreasonably withheld, conditioned or delayed. Any
assignment or transfer, whether in whole or in part, to any business entity who is not a wholly
owned subsidiary or affiliate of Illumination Technologies may be conditioned on the payment of
an audit and inspection of such business entity's financial and corporate records to demonstrate
its full ability to perform this Agreement in all respects. For any assignment of this Agreement
pursuant to the terms of this paragraph, any assignee must first execute the City's standard form
Assignment and Assumption Agreement wherein such assignee promises to fully and faithfully
perform all terms of the Agreement assigned to that entity without exceptions or reservations.
Any proposed sale, transfer, assignment or conveyance of this Agreement or any interest
therein, in whole or in part to any person or entity other than a wholly -owned subsidiary or
affiliate of the Illumination Technologies will require the prior written approval of the City
Commission which may be granted, conditioned, delayed or refused and, in addition, execution
of the City's standard form Assignment and Assumption Agreement wherein such assignee
promises to fully and faithfully perform all terms of the Agreement assigned to that entity
without exceptions or reservations.
23. Severability. If any clause or provision herein contained operates or would
prospectively operate to invalidate this Agreement in whole or in part, then such clause or
provision shall be held for naught as though not contained herein, and the remainder of this
Agreement shall remain operative and in full force and effect.
24. Amendment; Waiver. No revision or alteration of this Agreement shall be valid
unless made in writing and signed by an authorized agent or officer of Illumination Technologies
and by the City and approved by the of the City Executive. No provision may be waived except
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in writing signed by the party to be charged with such waiver. Failure to enforce any provision of
this Agreement shall not constitute a waiver of that provision.
25. Relocation or Replacement. If a Facility is to be relocated or replaced due to the
order of any governmental agency or in conjunction with the operational needs of the City,
Illumination Technologies agrees to perform such removal or replacement at Illumination
Technologies' sole cost and expense. Notwithstanding the foregoing, to the extent any costs for
the relocation or replacement involve User Equipment, the applicable provisions of Florida law,
i.e. Section 337.403-.404, Florida Statutes, shall apply as to those facilities.
If Illumination Technologies requests permission to relocate or remove a Facility after
installation, Illumination Technologies shall be allowed to do so only after receipt of written
approval from the City, which approval shall not be unreasonably withheld. Illumination
Technologies shall obtain any and all necessary permits prior to commencing such relocation or
removal and shall be responsible for bearing all costs of such relocation or removal.
26. Termination.
A. Written Notice. This Agreement may be terminated by written notice by the City
upon the occurrence of (1) a termination for cause, (2) termination for convenience, or (3) or
upon the consensual written agreement of both Parties. Any notice under this paragraph shall be
provided by giving the other party ninety (90) calendar days advance written notice.
B. Termination for Cause: Either party may terminate this Agreement for cause upon
the occurrence of an Event of Default. The following events shall constitute "Events of Default"
for purposes of this subparagraph:
i. Failure of the City or Illumination Technologies to observe or perform any term,
condition or provision of this Agreement, including, without limitation failure to
obtain and maintain required site specific required permits, or governmental
approvals, insurance, provided Illumination Technologies shall be given the
opportunity to cure any such Event of Default within sixty (60) days following
written notice thereof or such longer period of time if Illumination Technologies is
diligently endeavoring to cure the same;
ii. If Illumination Technologies files a voluntary petition in bankruptcy, or has an
involuntary petition filed against it and such petition is not dismissed within ninety
(90) days, is adjudicated bankrupt or insolvent, or files any petition or answer seeking
or acquiescing in any reorganization, arrangement, composition readjustment,
liquidation, dissolution or similar relief under any present or future federal, state or
other statute, law or regulation relating to bankruptcy, insolvency or other relief for
debtors, or seeks or consents to or acquiesces in the appointment of any trustee,
receiver, custodian, liquidator, or makes any general assignment for the benefit of
creditors.
C. Termination for Convenience: The City Manager may terminate this Agreement
for convenience and without cause, following the twentieth (20) anniversary date of the
Agreement. It is expressly acknowledged by the Parties that, due to the significant economic
benefit being provided to the City by Illumination Technologies by this Agreement, any
termination of the Agreement within the first twenty (20) years must only be for cause as
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provided by subparagraph B above. Neither party shall have any remedy, recourse, claims or
damages against the other party due to a termination for convenience. Notwithstanding this
subparagraph 26.C, if, within five (5) years from the construction of an identified Multipurpose
Pole there has been no User Agreement entered into for the identified Multipurpose Pole
("Vacant Multipurpose Pole"), the City may, with sixty (60) days' written notice to Illumination
Technologies:
i. Terminate the Agreement as to the Vacant Multipurpose Pole and the Vacant
Multipurpose Pole shall be removed within sixty (60) days of any written notice,
including any Facilities owned by the City pursuant to this Agreement.
ii. In the event the City elects to remove the Vacant Multipurpose Pole pursuant to
subparagraph 26.C.i, Illumination Technologies shall have the option to relocate the
Vacant Multipurpose Pole to an alternate location if an alternate location can be
mutually agreed upon by the Parties. In connection with any relocation, Illumination
Technologies agrees to install a stand-alone pole (approximately 10-12 feet tall and
3"-4" in diameter) in place of the Vacant Multipurpose Pole for the purpose of
mounting the existing City -owned Facilities with the understanding that the
stand-alone pole will be owned by Illumination Technologies. Any Multipurpose Pole
that is relocated pursuant to this subparagraph 26.C.ii, will obtain any required
permits and will continue to be subject to the terms of this Agreement. To the extent
a stand-alone pole is requested at the original Site by the City as provided by this
subparagraph, Illumination Technologies is under no obligation to provide any
Facilities outlined in Paragraph 2.H for the benefit of the City in connection with the
relocated Multipurpose Pole. Illumination Technologies' obligation to provide a
stand-alone pole is expressly contingent upon the mutual agreement of an alternate
location for the Vacant Multipurpose Pole.
iii. Notwithstanding the foregoing, if on the fifth (5th) anniversary of the Agreement start
date, Illuminations Technologies has failed to secure any User Agreements to
collocate on the Multipurpose Poles, the City shall terminate the Agreement for
convenience upon sixty (60) days written notice to Illuminations Technologies.
Notwithstanding any other provision in this Agreement to the contrary, in the event
the City terminates the Agreement pursuant to this subsection, any equipment placed
by Illumination Technologies, including any Facilities placed pursuant to Paragraph
2.H for the City, shall be removed by Illumination Technologies and title to any
Facilities will revert to Illumination Technologies.
D. Ownership of Facilities: Notwithstanding any other provision in this Agreement
to the contrary, in the event this Agreement is terminated pursuant to either subparagraph 26.B or
26.0 above, ownership of the Facilities, including any Facilities placed pursuant to Paragraph
2.H, shall remain the property of Illumination Technologies. Illumination Technologies agrees
to either remove its Facilities from the Rights -of -Way within a time frame agreed upon with the
City or assign its rights in its Facilities to another entity which shall be subject to the reasonable
approval of the City. To the extent there is any User Equipment on a Multipurpose Pole or
within the Site and the Multipurpose Pole will be removed, the City agrees to allow sufficient
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time prior to the removal of such Multipurpose Pole to allow the approval and construction of a
new utility pole to accommodate any User Equipment.
E. Remedies. In the event this Agreement is sought to be terminated pursuant to
subparagraph 26.B or 26.0 above, the affected party shall have the right, subject to any rights
granted to Illumination Technologies or any User pursuant to this Agreement, to either (1)
terminate this Agreement, (2) require a cure any Event of Default to preserve either Party's rights
that may be prejudiced as a result of such default, and/or (3) exercise and pursue all other rights
and remedies available to it under applicable law.
NOTWITHSTANDING THE FOREGOING, UNDER NO CIRCUMSTANCES
WHATSOEVER SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY
CONSEQUENTIAL, INDIRECT, SPECIAL, TREBLE, SPECULATIVE OR LOST PROFIT
LOSSES, EXPENSES, DAMAGES OR LIABILITIES ARISING FROM THIS AGREEMENT
OR THE ACTIVITIES PERMITTED BY THIS AGREEMENT.
27. End of Term. Subject to Paragraph 26.D above, upon any termination for cause or
convenience or upon expiration of this Agreement, Illumination Technologies shall have the
option, but not the requirement, to surrender each Facility to the City "AS IS, WHERE IS" and
any title of Illumination Technologies therein shall immediately revert to the City. The City shall
accept possession of any or all Facilities, whereupon Illumination Technologies or its assigns
shall have no further obligation to maintain, relocate or remove such Facilities. To the extent the
Facilities contain User Equipment, the City shall allow the User Equipment to remain subject to
any applicable provisions of the City Code and applicable law for the collocation of such
facilities on City utility poles.
28. Status. In the event Illumination Technologies elects to obtain any certification or
other authorization from the FCC or the Florida Public Service Commission to provide
telecommunications service in the state as an entity that builds or installs wireless
communications equipment or wireless facilities but is not a wireless services provider, the
Parties agree renegotiate this Agreement to assure its compliance with applicable law.
29. Force Majeure. The time of performance of any duty or obligation of the City or
Illumination Technologies hereunder shall be extended for the period during which performance
was delayed or impeded by reason of riots, insurrections, war, fire, casualty, earthquake, acts of
God, governmental action or other reasons of a like nature not the fault or, in the case of
governmental action, not reasonably within the control, of the party performing such duty or
obligation.
30. No Joint Venture. No joint venture or partnership is intended by this Agreement,
nor shall Illumination Technologies be deemed to be an agent of the City.
31. No Exclusivity. This Agreement is not exclusive and confers no exclusive rights
or rights of first refusal or any other options, benefits, commercial or property rights or
privileges, except as is otherwise provided for in this Agreement. The City expressly reserves
the right to competitively solicit, accept unsolicited proposals, and/or use any other lawful
methods to contract for similar and/or alternative or other services and facilities from other
providers, agencies or entities within the City and as determined by the City.
32. Legal Proceedings. Each party shall promptly notify the other party of any legal
proceedings of which it becomes aware relating to the Sites.
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33. Financing Provisions.
Any City owned real or personal property shall not be encumbered, liened or pledged by
virtue of this Agreement.
34. Appendices. All Appendices attached hereto, are incorporated herein by this
reference.
35. Miscellaneous Provisions.
A. This Agreement shall be construed and enforced according to the laws of the State
of Florida. Venue in any proceedings between the Parties shall be in Miami -Dade County,
Florida. Each party shall bear its own attorney's fees. Each party waives any defense, whether
asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient
venue. Moreover, the Parties' consent to the personal jurisdiction of the aforementioned courts
and irrevocably waive any objections to said jurisdiction.
B. Title and paragraph headings are for convenient reference and are not a part of this
Agreement.
C. No waiver or breach of any provision of this Agreement shall constitute a waiver
of any subsequent breach of the same or any other provision hereof, and no waiver shall be
effective unless made in writing.
D. Should any provision, paragraph, sentence, word or phrase contained in this
Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise
unenforceable under the laws of the State of Florida or the City of Miami, such provision,
paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to
conform with such laws, or if not modifiable, then the same shall be deemed severable, and in
either event, the remaining terms and provisions of this Agreement shall remain unmodified and
in full force and effect or limitation of its use.
E. Illumination Technologies shall comply with all applicable permit requirements
and any other governmental approvals, laws, codes, rules and regulations in the performance of
this Agreement, including but not limited to licensure and certifications required by law for
professional service or technical providers.
F. No modification or amendment hereto shall be valid unless in writing and
executed by properly authorized representatives of the Parties hereto. Except as set otherwise
provided by the City of Miami Purchasing Ordinance (Chapter 18, Article III, City of Miami City
Code) or by the City Commission Resolution approving this Agreement, the City Manager shall
have the sole authority to extend, to amend or to modify the Sites and locations on Exhibit A as
outlined in Paragraph 7 above.
G. Each party's logos, or trademarks, may not be used without the other party's prior
written consent.
H. NO THIRD -PARTY BENEFICIARY: No persons other than Illumination
Technologies, Users (as provided for in this Agreement), and the City (and their successors and
assigns) shall have any rights whatsoever under this Agreement.
I. SURVIVAL: All obligations (including but not limited to indemnity and
obligations to defend and hold harmless) and rights of any party arising during or attributable to
23
the period prior to expiration or earlier termination of this Agreement shall survive such
expiration or earlier termination as provided herein.
J. Illumination Technologies represents to the City that: (i) it possesses all
qualifications, licenses and expertise required for the performance of this Agreement , including
but not limited to full qualification to do business in Florida; (ii) it is not delinquent in the
payment of any sums due the City, including payment of permits, fees including, without
limitation, occupational licenses, etc., nor in the performance of any obligations to the City; (iii)
personnel assigned to perform the Work are and shall be, at all times during the Term hereof,
fully qualified and trained to perform the tasks assigned to each; and (iv) each person executing
this Agreement on behalf of Illumination Technologies has been duly authorized to so execute
the same and fully bind Illumination Technologies as a party to this Agreement.
K. PUBLIC RECORDS: Illumination Technologies understands that the public shall
have access, at all reasonable times, to all documents and information pertaining to City
agreements, subject to the provisions and any related exemptions of Chapter 119, Florida
Statutes, and agrees to allow access by the City and the public to all documents which may be
subject to disclosure under applicable laws. User Agreements, including those entered into with
providers of wireless services for placement of Small Wireless Facilities on the Multipurpose
Poles, are not considered public records for purposes of this Agreement or Chapter 119, Florida
Statutes.
L. Should Illumination Technologies determine to dispute any public access
provision required by Florida Statutes, then Illumination Technologies shall do so in accordance
with the provisions of Chapter 119, Florida Statutes, at its own expense and at no cost to the
City. IF ILLUMINATION TECHNOLOGIES HAS QUESTIONS
REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA
STATUTES, TO ILLUMINATION TECHNOLOGIES DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT
PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR EMAIL AT CITY
OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE,
9TH FL, MIAMI, FL 33130. ILLUMINATION TECHNOLOGIES MAY
ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF
MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT.
M. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS RE ETHICS,
ETC.: Illumination Technologies understands that agreements with local governments are subject
to certain laws and regulations, including laws pertaining to public records, conflict of interest,
record keeping, etc. City and Illumination Technologies agree to comply with and observe all
such applicable federal, state and local laws, rules, regulations, codes and ordinances, as they
may be amended from time to time, to the extent any such laws, rules, regulations, codes and/or
ordinances are applicable.
Illumination Technologies further agrees to include in all of Illumination Technologies
agreements with any subcontractor for any services related to this Agreement this provision
requiring subcontractor to comply with and observe all applicable federal, state, and local laws
rules, regulations, codes and ordinances, as they may be amended from time to time.
24
N. NONDISCRIMINATION: Illumination Technologies represents to the City that
Illumination Technologies does not and will not engage in discriminatory practices and that there
shall be no discrimination in connection with Illumination Technologies' performance under this
Agreement on account of race, color, sex, religion, age, handicap, marital status or national
origin. Illumination Technologies further covenants that no otherwise qualified individual shall,
solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national
origin, be excluded from participation in, be denied services, or be subject to discrimination
under any provision of this Agreement.
O. INDEPENDENT CONTRACTOR: Illumination Technologies has been
authorized to access the City's Rights -of -Way and has agreed to provide to the City certain
facilities and equipment to be owned and operated by and for the benefit of the City.
Accordingly, neither Illumination Technologies, nor its employees, nor any subcontractor hired
by Illumination Technologies to provide any services under this Agreement shall attain, nor be
entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor
any rights generally afforded classified or unclassified employees. Illumination Technologies
further understands that Florida Workers' Compensation benefits available to employees of the
City are not available to Illumination Technologies, its employees, or any subcontractor hired by
Illumination Technologies to provide any services hereunder, and Illumination Technologies
agrees to provide or to require subcontractor(s) to provide, as applicable, workers' compensation
insurance for any employee or agent of Illumination Technologies or subcontractor rendering
services to the City under this Agreement. Illumination Technologies further understands and
agrees that Illumination Technologies' or subcontractor(s)use or entry upon City properties shall
not in any way change its or their status as an independent contractor.
P. CITY NOT LIABLE FOR DELAYS: Illumination Technologies hereby
understands and agrees that in no event shall the City be liable for, or responsible to Illumination
Technologies or any subcontractor, or to any other person, firm, or entity for or on account of,
any stoppages or delay(s) in work herein provided for, or any damages whatsoever related
thereto, because of any injunction or other legal or equitable proceedings or on account of any
delay(s) for any cause over which the City has no control. The sole remedy which may be granted
to Illumination Technologies, in the reasonable discretion of the City Manager, following a
prompt and detailed request to be officially transmitted by Illumination Technologies is an
extension of time. No other recourse or remedy will be available to Illumination Technologies
against the City.
Q. USE OF NAME: Illumination Technologies understands and agrees that the City
is not engaged in research for advertising, sales promotion, or other publicity purposes.
Illumination Technologies is allowed, within the limited scope of normal and customary
marketing and promotion of its work, to use the general results of this project and the name of
the City. Illumination Technologies agrees to protect any confidential information provided by
the City and will not release information of a specific nature without prior written consent of the
City Manager or the City Commission if required.
R. NO CONFLICT OF INTEREST: Pursuant to City of Miami Code Section 2-611,
as amended ("City Code"), regarding conflicts of interest, Illumination Technologies hereby
certifies to the City that no individual member of Illumination Technologies, no employee, and
no subcontractor of Illumination Technologies under this Agreement nor any immediate family
25
member of any of the same is also a member of any board, commission, or agency of the City.
Illumination Technologies hereby represents and warrants to the City that throughout the Term of
this Agreement, Illumination Technologies, its employees, and its subcontractor will abide by
this prohibition of the City Code.
S. PRIVACY: The City will abide by the rights of privacy in data usage and
retention as provided in the applicable sections of the United States and Florida Constitutions,
and laws of the State of Florida. Retention of data from an Automated License Plate
Recognition System, as defined by Sections 316.0777(1)(c) and 316.0778, Florida Statutes, will
be governed by this section recognizing applicable laws for performance of this Agreement.
ALPR data/information will be retained by the City in adherence to the applicable state laws and
regulations governing such data retention, including Section 316.0778(2) , Florida Statutes,
Section 6(e) of Florida Department of Law Enforcement ("FDLE") "Guidelines for the Use of
Automated License Plate Readers" for retention of this data and Florida Administrative Code,
Rule 1B- 24.003(1)(b). Retention shall be no longer than 3 anniversary years or 30 days, as
applicable, pursuant to the FDLE Guidelines. All applicable State Laws, Guidelines and Rules
referenced herein, as amended, are deemed as being expressly incorporated by reference in this
Agreement.
T. USE OF TECHNOLOGY SOURCED FROM CHINA: Owing to mutual privacy
concerns by the Parties, Illumination Technologies agrees that it will not use any technology in
its Multipurpose Poles or Facilities sourced from the People's Republic of China.
U. COUNTERPARTS: This Agreement may be executed in three (3) or more
counterparts, each of which shall constitute an original, but all of which, when taken together,
shall constitute one and the same agreement.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed on the above date by the Parties hereto.
Illumination Technologies, LLC, a Delaware
limited liability company
By:
Attest:
By:
Name:
Title: Authorized General Manager
/Managing Member
Federal Identification No.
Company Secretary
(Affix Company Seal)
City
ATTEST: CITY OF MIAMI, a municipal corporation
By: By:
Todd B. Hannon
City Clerk
Emilio T. Gonzalez, Ph.D.
City Manager
APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE
AND CORRECTNESS: REQUIREMENTS
By: By:
Victoria Mendez
City Attorney
18-3231
Revised 10-23-19
Anne Marie Sharpe, Director
Department of Risk Management
Exhibit "A"
(Proposed Site Locations)
Note: Proposed Site locations reflected on the attached drawings are described in terms of
Latitude and Longitude. To account for unknown Site conditions, e.g. location of
underground facilities, minor modifications required to ensure optimal operation of the
Facilities proposed for the Multipurpose Pole or as needed to accommodate User
Equipment, the Site location(s) include an area twenty-five (25) feet from the specified
Latitude and Longitude within the Rights -of -Way within which the Multipurpose Pole
may be ultimately located.
Note: The Site locations further include an area fifteen (15) feet from the ultimate location of
the Multipurpose Pole for the placement of any ground -mounted equipment that may be
required to serve the Facilities or User Equipment to be located on the Multipurpose
Pole.
Note: As provided by Paragraph 2.H.ii, Exhibit "A-1" shall be updated to reflect the
equipment requested by the City to be placed on, within or adjacent to each
Multipurpose Pole listed on the attached drawings.
Note: Included in the attached drawing package is the proposed fiber routes connecting the
Sites and the equipment to be located thereon.
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Exhibit `B"
(Multipurpose Pole and Equipment Options)
Note: Exhibit "B" includes drawings of various Multipurpose Poles that are able to
accommodate equipment both within the Multipurpose Pole, attached thereto or located
within the Rights -of -Way adjacent any proposed pole. An array of Multipurpose Poles
and attached and ground mounted equipment which is intended to accommodate the
Facilities to be placed for the benefit of the City, as well as proposed User Equipment,
is being provided to ensure the maximum flexibility at each Site location.
Note: The height of any Multipurpose Pole will be dependent on the type of Facilities and
anticipated number of Users proposed. The maximum height of any Multipurpose Pole
shall be fifty (50) feet or ten (10) feet over the tallest pole or structure located in the
Rights -of -Way, whichever is greater.
Note: Any equipment to be attached to the Multipurpose Pole shall be shrouded and the same
color as the Multipurpose Pole. Any ground -mounted equipment shall be the same
color as other ground -mounted equipment located in the Rights -of -Way within
immediate area or as permitted by the City. Any ground -mounted equipment shall be
located within fifteen (15) of the Multipurpose Pole which it serves.
Note: As provided by Paragraph 2.H, the City shall identify any equipment to be placed
within the capacity and volume reserved for the City within and on the Multipurpose
Poles identified by Site locations in Exhibit "A". Any capacity and volume shall be
dependent on the overall size of the Multipurpose Pole, but shall in any event be
sufficient to accommodate the Sensor Package being provided to the City.
Note: It is expressly understood that the Multipurpose Poles are intended to allow the
potential collocation of User Equipment.
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Exhibit "C"
(Optional City Equipment)
Note: The drawings included in Exhibit "C" are intended to provide specifications for the
potential Facilities to be placed within or attached to a Multipurpose Pole and within
the capacity and volume reserved for the City and as outlined in Paragraph 2.H.
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EXHIBIT "D"
(INSURANCE REQUIREMENTS -ILLUMINATION TECHNOLOGIES)
I. Commercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
General Aggregate Limit $ 2,000,000
Personal and Adv. Injury $ 1,000,000
Products/Completed Operations $ 1,000,000
B. Endorsements Required
City of Miami included as an additional insured Primary Insurance Clause
Endorsement Contingent and
Contractual Exposures
Premises and Operations XCU
II. Business Automobile Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Any Auto
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $ 1,000,000
B. Endorsements Required
City of Miami included as an additional insured
III. Worker' s Compensation
Limits of Liability
Statutory -State of Florida
Waiver of Subrogation
Employer's Liability
A. Limits of Liability
$500,000 for bodily injury caused by an accident, each accident
$500,000 for bodily injury caused by disease, each employee
$500,000 for bodily injury caused by disease, policy limit
IV Umbrella Liability
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A. Limits of Liability
Each Occurrence $1,000,000
Aggregate $1,000,000
City of Miami listed as an additional insured. Coverage is excess over all
applicable lines of coverage contained herein.
V Errors & Omissions/Professional Liability
A. Limits of Liability
Each Claim $1,000,000
Aggregate $1,000,000
Retro Date Coverage
VI. Pollution Liability
Each Occurrence
Policy Aggregate
City of Miami listed as an additional insured
$1,000,000
$1,000,000
The above policies shall provide the City of Miami with written notice of cancellation or
material change from the insurer not less than (30) days prior to any such cancellation or
material change.
Companies authorized to do business in the State of Florida, with the following qualifications,
shall issue all insurance policies required above:
The company must be rated no less than "A" as to management, and no less than "Class
V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published
by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or
certificates of insurance are subject to review and verification by Risk Management
prior to insurance approval.
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