HomeMy WebLinkAboutBack-Up Documentspfm
Request for Proposals
2222 Ponce De Leon Blvd, 786-671-7480
3rd Floor 1 Coral Gables, FL www.pfm.com
33134
March 29, 2021
To: Prospective Note Providers
From: PFM Financial Advisors on behalf of the City of Miami
Re: City of Miami, Florida: Request for Bank Note Proposals — Special Obligation Note
As financial advisor to the City of Miami, Florida (the "City") PFM Financial Advisors, LLC
("PFM") is seeking proposals on behalf of the City in order to fund a project through a bank loan
to be evidenced by a promissory note of the City (the "Note"). The Note will be awarded based
on overall borrowing cost and terms most favorable to the City, in the City's sole discretion. The
financing will be issued via a resolution to be approved by the City Commission with
substantially the same terms as the existing resolutions. Additional terms that are not
inconsistent with the Resolution, may be set forth in separate a Loan Agreement.
The transaction will take the form of a tax-exempt, non -bank qualified note in the amount of not -
to -exceed $27.0 million. The proceeds of the Note will be used to provide funding for the
undergrounding of powerlines in the City.
The payments of the principal and interest on the Note are special obligations of the City
payable solely from and secured by the amounts actually deposited into the pledged funds and
accounts under the bond resolution. The Note will be payable from and secured by a lien upon
and pledge of Non Ad -Valorem Revenues deposited into the Note Fund established by this
Resolution and the Loan Agreement and in accordance with requirements of the prior pledged
revenue structures for the City's parity obligations.
THE NOTE IS A SPECIAL OBLIGATION OF THE CITY AND IS PAYABLE SOLELY IN THE MANNER
AND TO THE EXTENT SET FORTH IN THE RESOLUTION AND LOAN AGREEMENT, IF ANY. THE
NOTE SHALL NOT BE OR CONSTITUTE A GENERAL OBLIGATION OF THE CITY WITHIN THE
MEANING OF THE CONSTITUTION OF THE STATE OF FLORIDA BUT SHALL BE PAYABLE
SOLELY FROM AND SECURED BY A LIEN UPON AND A PLEDGE OF THE PLEDGED FUNDS AND
ACCOUNTS IN THE MANNER AND TO THE EXTENT PROVIDED IN THE RESOLUTION. NO
NOTEHOLDER SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF THE AD
VALOREM TAXING POWER OF THE CITY OR TAXATION IN ANY FORM ON ANY REAL OR
PERSONAL PROPERTY TO PAY SUCH NOTE OR THE INTEREST THEREON, NOR SHALL ANY
NOTEHOLDER BE ENTITLED TO PAYMENT OF SUCH PRINCIPAL OR INTEREST FROM ANY
OTHER FUNDS OF THE CITY OTHER THAN AS PROVIDED IN THE RESOLUTION.
FURTHERMORE, NO NOTEHOLDER SHALL EVER HAVE A LIEN ON ANY PROJECT FINANCED
WITH THE PROCEEDS OF THE NOTE OR ANY OTHER REAL OR PERSONAL PROPERTY OF THE
CITY, EXCEPT FOR THE PLEDGED FUNDSIN THE MANNER AND TO THE EXTENT PROVIDED IN
THE RESOLUTION.
Although this Note shall not be rated, The City currently maintains ratings from rating agencies
on the outstanding bonds. The City's non -ad valorem bonds currently maintain credit ratings of
"Aa3" and "AA-" from Moody's Investor Service and Fitch Ratings, respectively.
The City may incur additional debt that is payable from all or a portion of the legally available
Non -Ad Valorem Revenues only if the total amount of Non -Ad Valorem Revenues for the prior
Fiscal Year were at least 2.00 times the aggregate Maximum Annual Debt Service of all debt
(including only long-term indebtedness appearing on the City's most recent audited financial
statements and the long-term debt proposed to be incurred) to be paid from Non -Ad Valorem
Revenues and no other funds of the City (collectively, "Debt"), including any Debt payable from
one or several specific Non -Ad Valorem Revenue sources but only to the extent such Non -Ad
Valorem Revenues are legally available to pay debt service on the Note.
Below is a link to additional financial information regarding this transaction that may be useful in
your review of the terms and in preparing your proposal. Your firm should seek additional
information that you believe is important.
Financial Reports - http://archive.miamigov.com/Finance/finaciallnfo.html
Budget - http://www.miamigov.com/Budget/
Main City Website - http://www.miamigov.com/home/
Tax -Exempt Note:
• Interest Payment Dates: January 1 and July 1, commencing January 1, 2022
• Principal Payment Dates: January 1, 2022 through final maturity
• Final Maturity Date: January 1, 2041
• 30/360 Day Count Basis
• Preliminary Amortizations:
Series 2021
Average Life: 11.2 Years
Preliminary Amortization
Date
Principal
Date
Principal
1/1/2022
570,000
1 /1 /2032
1,375,000
1 /1 /2023
1,080,000
1 /1 /2033
1,415,000
1 /1 /2024
1,105,000
1 /1 /2034
1,450,000
1 /1 /2025
1,135,000
1 /1 /2035
1,490,000
1/1/2026
1,170,000
1/1/2036
1,535,000
1 /1 /2027
1,200,000
1 /1 /2037
1,575,000
1 /1 /2028
1,235,000
1 /1 /2038
1,620,000
1 /1 /2029
1,270,000
1 /1 /2039
1,665,000
1 /1 /2030
1,305,000
1 /1 /2040
1,710,000
1 /1 /2031
1,340,000
1 /1 /2041
1,755,000
Total 27,000,000
• Calendar of Events:
March 29, 2021
April 26, 2021
June 10, 2021
June 17, 2021*
— RFP released
— RFP Proposals due
— City Commission meeting to adopt resolution, award Note
— Closing (*tentative)
Page 2
The City is requesting proposals be submitted by Monday, April 26, 2021 at 2:00 PM Eastern
Time to the City and to the City's Financial Advisor (PFM) at the following email addresses:
Erica Paschal, Finance Director (epaschal@miamigov.com), Sergio Masvidal
(masvidals@pfm.com), and Pete Varona (varonap@pfm.com). Each proposal shall include the
interest rate (either actual interest rate if fixed, or an index if the rate is to be locked),
prepayment provisions, fees, and other terms/conditions. The Note will be issued under the
same covenants detailed in the City's prior resolutions for similarly secured debt. The
Note will not contemplate funding a debt service reserve fund. Please keep in mind when
submitting proposals that the City will not accept any offer with capital adequacy or
other interest rate adjustment language with respect to further changes to tax code or
banking regulations. The City will also not accept language that grants acceleration of
the Note, or language like a most favored nations clause.
The successful bidder will be required to deliver certain certificates at closing including one to
the effect that it is a "qualified institutional investor" and an "accredited investor" having sufficient
knowledge and experience in financial and business matters and is capable of evaluating the
merits and risks of the Note, that it has been provided access to and has reviewed such
information concerning the City as it have deemed necessary, that it understands the Note is
not a general obligation of the City, but is payable solely by the revenues to be budgeted and
appropriated for such payment and deposited into the funds and accounts described in the
applicable resolution and loan agreement, if any, and that it is not relying on disclosures from
the City or its advisors. The successful purchaser must also represent, certify, and covenant
that it is purchasing the Note for its own account and without any present intent to distribute the
Note. The Note may be transferred in whole but not in part and only to qualified institutional
buyers with prior written consent of the City.
The successful Bidder will also represent that it has a present intent to hold the Note subject to
this transaction to maturity, earlier redemption, mandatory tender, or for its loan portfolio, and
has no present intention of reselling or otherwise disposing of all or a part of such Note. The
successful Bidder acknowledges that PFM Financial Advisors LLC ("Municipal Advisor") is
relying on the foregoing representation and based on this representation this transaction meets
the requirements for being a qualifying exception for purposes of MSRB Rule G-34, and the
Municipal Advisor is excepted and released from the requirement to request a CUSIP
assignment on behalf of the City pursuant to MSRB Rule G-34 for the Note.
The City has appointed Bond Counsel for the Note who will prepare all financing documents and
render the approving opinion and bank counsel's role will be review only. PFM will serve in the
sole capacity of financial advisor to the City and not in the role as placement agent for the Note.
Any inquiries or requests concerning clarification or solicitation for additional information shall be
submitted to PFM at the email addresses above.
THE CITY RESERVES THE RIGHT TO REJECT ANY OR ALL BIDS AND RESERVES THE
RIGHT TO WAIVE, IF PERMITTED BY LAW, ANY IRREGULARITY OR INFORMALITY IN ANY
PROPOSAL.
Page 3
BMO Draft #2
5/14/2021
LOAN AGREEMENT
by and between
CITY OF MIAMI, FLORIDA
and
STERLING NATIONAL BANK
Dated June 17, 2021
relating to
$27,000,000
CITY OF MIAMI, FLORIDA
SPECIAL OBLIGATION REVENUE BOND
SERIES 2021 (UNDERGROUNDING PROJECT)
TABLE OF CONTENTS
PAGE
SECTION 1. DEFINITIONS. 1
SECTION 2. INTERPRETATION. 4
SECTION 3. THE LOAN. 4
SECTION 4. DESCRIPTION OF BOND. 4
SECTION 5. EXECUTION OF BOND 5
SECTION 6. REGISTRATION AND TRANSFER OF BOND 6
SECTION 7. BOND MUTILATED, DESTROYED, STOLEN OR LOST 7
SECTION 8. FORM OF BOND. 7
SECTION 9. SECURITY FOR BOND; BOND NOT DEBT OF THE CITY 7
SECTION 10. BOND FUND 9
SECTION 11. COVENANTS OF THE CITY. 9
SECTION 12. REPRESENTATIONS AND WARRANTIES 11
SECTION 13. CONDITIONS PRECEDENT. 12
SECTION 14. NOTICES. 13
SECTION 15. EVENTS OF DEFAULT DEFINED 13
SECTION 16. REMEDIES. 14
SECTION 17. JURY TRIAL 14
SECTION 18. CONSENT TO JURISDICTION; VENUE; ATTORNEYS' FEES 15
SECTION 19. PUBLIC RECORDS LAWS 15
SECTION 20. NO PERSONAL LIABILITY. 15
SECTION 21. PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS 16
SECTION 22. PRIVATELY NEGOTIATED LOAN. 16
SECTION 23. AMENDMENTS, CHANGES AND MODIFICATIONS. 16
SECTION 24. BINDING EFFECT. 16
SECTION 25. SEVERABILITY. 16
SECTION 26. EXECUTION IN COUNTERPARTS 16
SECTION 27. APPLICABLE LAW 16
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SECTION 28. PARTICIPATION OF LOAN AGREEMENT AND BOND FROM THE LENDER
TO SNFC 16
EXHIBIT A - FORM OF BOND
uRAF1
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LOAN AGREEMENT
This LOAN AGREEMENT is made and entered into as of June 17, 2021 by and between
CITY OF MIAMI, FLORIDA, a municipal corporation duly created and validly existing under
the laws of the State of Florida (the "City"), and STERLING NATIONAL BANK, a national
banking association (the "Lender").
WITNESSETH:
WHEREAS, the City has previously determined that it is necessary for the continued
preservation of the welfare of the City and its citizens to acquire and finance the Project (as
hereinafter defined). Issuance of the Bond (as hereinafter defined) to acquire the Project satisfies
a public purpose.
WHEREAS, the Lender has agreed to provide the City with a loan to finance the Project;
and
WHEREAS, pursuant to the Resolution (as hereinafter defined), the City has determined
that it is in the best interest of the health, safety and welfare of the City and the inhabitants
thereof that the City pledge the Pledged Revenues (as hereinafter defined) to secure the
obligations of the City to repay the principal of and interest on the Bond and all other amounts
payable hereunder when due; and
WHEREAS, the obligation of the City to repay principal of and interest on the Bond will
not constitute a general obligation or indebtedness of the City as a "bond" within the meaning
of any provision of the Constitution or laws of the State, but shall be and is hereby declared to
be a special, limited obligation of the City, secured solely by the Pledged Revenues; and
WHEREAS, the City is not authorized to levy taxes on any property of or in the City to
pay the principal of or interest on the Bond or to make any other payments provided for herein;
and
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein
set forth and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
SECTION 1. DEFINITIONS. The following terms shall have the following meanings
herein, unless the text otherwise expressly requires:
"Act" means Chapter 166, Florida Statutes, as amended, the City Charter, and other
applicable provisions of law.
"Annual Debt Service Requirement" means with respect to the Bond, for a given Fiscal
Year, the sum of: (i) the amount required to pay the interest coming due on the outstanding
Bond during that Fiscal Year, and (ii) the amount required to pay the principal coming due on
the outstanding Bond for that Fiscal Year.
"Authorized Issuer Representative" means the City Manager or his designee.
"Authorized Investments" means any investment, obligation, agreement or other
financial instrument to the extent not inconsistent with the terms of the investment policy of the
City and applicable law.
"Bond" means the $27,000,000 City of Miami, Florida Special Obligation Revenue Bond,
Series 2021 (Undergrounding Project) authorized by the Resolution.
"Bond Counsel" means Bryant Miller Olive P.A., or other nationally recognized bond
counsel firm.
"Bond Year" means a 12-month period commencing on January 1 and ending on
December 30, except for the first period which commences on the date of issuance of the Bond.
"Business Day" means any day of the year other than a day on which the Lender or the
City are lawfully closed for business.
"City" means the City of Miami, Florida, a municipal corporation duly organized under
the laws of the State.
"City Attorney" means Victoria Mendez, Esq. or any assistant City Attorney.
"City Clerk" means the City Clerk of the City, or any assistant or deputy City Clerk of
the City.
"City Commission" means the City Commission of the City of Miami, Florida, as the
governing body of City.
"City Manager" means the City Manager of the City or the City Manager's designee.
"Code" means the Internal Revenue Code of 1986, as amended.
"Date of Delivery" means June 17, 2021.
"Default" means an Event of Default as defined and described in Section 15 hereof.
"Fiscal Year" means the period commencing on October 1 of each year and continuing
through the succeeding September 30, or such other period as may be prescribed by law.
"Finance Director" means the Finance Director of the City.
"Interest Payment Date" means each January 1 and July 1, through the Maturity Date
commencing January 1, 2022.
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"Interest Rate" means the rate of interest payable on the Bond authorized by the
Resolution and set forth in the Bond.
"Lender" means Sterling National Bank, a national banking association and its
successors and/or assigns.
"Loan" means the advance of moneys from the Lender to the City pursuant to this Loan
Agreement.
"Loan Agreement" means this loan agreement between the Lender and the City setting
forth the terms and details of the Loan.
"Maturity Date" means December 1, 2035.
"Maximum Annual Debt Service" means the greatest Annual Debt Service Requirement
due or coming due in the then current or any subsequent Fiscal Year.
"Non -Ad Valorem Revenues" means all revenues of the City derived from any source
whatsoever other than revenues derived from ad valorem taxes imposed on real or personal
property, only to the extent that such revenues are legally available to pay the principal of and
interest on the Bond.
"Paying Agent" means the Finance Director.
"Payments" means all amounts payable by the City of principal, interest and
prepayment penalty, if any, on the Bond, and all other amounts payable by the City pursuant to
this Loan Agreement.
"Person" or words importing persons, means firms, associations, partnerships
(including without limitation, general and limited partnerships), joint ventures, societies,
estates, trusts, corporations, public or governmental bodies, other legal entities, and natural
persons.
"Pledged Revenues" means (1) Non -Ad Valorem Revenues deposited into the Revenue
Fund by the City pursuant to a covenant to budget and appropriate established by the Loan
Agreement, and (2) income received from the investment of moneys deposited into the funds
and accounts established by the Loan Agreement.
"Principal Amount" means Twenty -Seven Million Dollars ($27,000,000).
"Principal Payment Date" means each January 1, through the Maturity Date
commencing January 1, 2022.
"Project" means the construction of Florida Power & Light's connection of its Coconut
Grove substation to an existing 138 kilovolt underground transmission line between FPL's
Miami substation and FPL's Key Biscayne substation pursuant to and as described in the New
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Underground Transmission Facilities Construction Contribution Agreement between the City
and FPL dated November , 2017.
"Register" means the books maintained by the Registrar in which are recorded the name
and address of the Registered Owner of the Bond.
"Registered Owner" means the person in whose name the ownership of the Bond is
registered on the books maintained by the Registrar. The initial Registered Owner shall be the
Lender or its successors and assigns.
"Registrar" means the Finance Director.
"Resolution" means Resolution No. adopted June 10, 2021 authorizing the
execution and delivery of the Bond and this Loan Agreement.
"State" means the State of Florida.
SECTION 2. INTERPRETATION. Unless the context clearly requires otherwise,
words of masculine gender shall be construed to include correlative words of the feminine and
neuter genders and vice versa, and words of the singular number shall be construed to include
correlative words of the plural number and vice versa. This Loan Agreement and all the terms
and provisions hereof (a) have been negotiated between the City and the Lender; (b) shall not be
construed strictly in favor of or against either party hereto; and (c) shall be construed to
effectuate the purpose set forth herein and to sustain the validity hereof.
SECTION 3. THE LOAN.
A. Loan. The Lender hereby makes and the City hereby accepts the Loan, upon the
terms and conditions set forth herein.
B. Disbursement of Proceeds. Proceeds of the Loan shall be delivered to the City on
the Date of Delivery in immediately available funds. The proceeds of the Bond shall be applied to
pay the costs of the Project and to pay costs of issuance.
SECTION 4. DESCRIPTION OF BOND. The obligation of the City to repay the Loan
shall be evidenced by the Bond. The Bond shall be dated as of the Date of Delivery; shall
mature on the Maturity Date; and shall be in registered form.
A. Interest. The Interest Rate on the Bond shall be a fixed rate of interest equal to
2.46%. Interest on the Bond shall be calculated using a 360-day year consisting of twelve 30-day
months.
Interest on the Bond shall be paid annually on each Interest Payment Date. On each
Principal Payment Date, the City shall pay an annual installment of the outstanding principal
due on the Bond in an amount specified in Schedule 1 attached to the Bond.
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B. Prepayment. The Bond will not be subject to prepayment prior to January 1,
2026. On July 1, 2026, and any Interest Payment Date or Principal Payment Date thereafter
through and including July 1, 2028, and upon at least 30 days' prior written notice to the Lender,
the Bond shall be subject to prepayment at the option of the City, in whole or in part, on any
Interest Payment Date or Principal Payment Date, by paying to the Lender the principal amount
of the Bond being prepaid, together with the unpaid interest accrued to the date of such
prepayment, plus a prepayment premium of 1% of the prepaid principal. On January 1, 2029
and any Interest Payment Date or Principal Payment Date thereafter, upon at least 30 days'
prior written notice to the Lender, the Bond shall be subject to prepayment at the option of the
City, in whole or in part, on any Interest Payment Date or Principal Payment Date, with no
penalty or premium, by paying to the Lender the principal amount of the Bond being prepaid,
together with the unpaid interest accrued to the date of such prepayment.
Any partial redemption shall (i) occur on an Interest Payment Date or a Principal
Payment Date, (ii) occur no more than once during any consecutive 12-month period, (iii) be
in a principal amount of not less than $1,000,000 and not more than $2,000,000, and (iv) be
applied to the then remaining principal repayment schedule in inverse order of installments
coming due.
C. Reserve Fund. No Reserve Fund is required for the Loan.
D. Transfer Provisions. The Lender may transfer the Bond in whole only. Any
Registered Owner shall, prior to becoming a registered owner, execute a lender's certificate in
the form attached to the Resolution certifying, among other things, that it is either an
"accredited investor" as such term is defined in the Securities Act of 1933, as amended (the
"Securities Act"), and Regulation D thereunder or a "qualified institutional buyer" as defined
in Rule 144A of the Securities Act.
SECTION 5. EXECUTION OF BOND. The Bond shall be dated the date of its
delivery, shall be in the principal amount set forth therein and payable as set forth therein and
shall bear interest from its date at the Interest Rate provided herein and in the Bond. The Bond
shall be executed in the name of the City by the City Manager and the seal of the City shall be
imprinted, reproduced or lithographed on the Bond and attested to and countersigned by the
City Clerk. In addition, the City Attorney shall sign the Bond, showing approval of the form
and correctness thereof, and the City's Director of Risk Management shall sign the Bond,
showing approval as to the City's insurance requirements. The signatures of the City Manager,
the City Clerk, and the City Attorney on the Bond may be by facsimile. If any officer whose
signature appears on the Bond ceases to hold office before the delivery of the Bond, his or her
signature shall nevertheless be valid and sufficient for all purposes. In addition, any Bond may
bear the signature of, or may be signed by, such persons as at the actual time of execution of
such Bond shall be the proper officers to sign such Bond, although at the date of such Bond or
the date of delivery thereof such persons may not have been such officers. Any Bond delivered
shall be authenticated by the manual signature of the Finance Director, and the registered
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owner of any Bond so authenticated shall be entitled to the benefits of the Resolution and this
Loan Agreement.
SECTION 6. REGISTRATION AND TRANSFER OF BOND.
(a) The City shall keep at the office of the Finance Director in the City's records the
registration of the Bond and the registration of transfers of the Bond as provided in this Loan
Agreement. The transfer of the Bond may be registered only upon the books kept for the
registration of the Bond and registration of transfer thereof upon surrender thereof to the City
together with an assignment duly executed by the Registered Owner or its attorney or legal
representative in the form of the assignment set forth on the form of the Bond attached as
Exhibit A to this Loan Agreement; provided, however, the Bond may be transferred only in
whole and only to any transferee which constitutes an "accredited investor" within the meaning
of Regulation D of the Securities Act of 1933, as amended (the "Securities Act") or a "qualified
institutional buyer" as defined in Rule 144A under the Securities Act. In the case of any such
registration of transfer, upon receipt of a certificate of the transferee that such transferee
constitutes an "accredited investor" or a "qualified institutional buyer" under the Securities Act
(the "Transferee Certificate"), the City shall execute and deliver in exchange for the Bond a new
Bond registered in the name of the transferee. In all cases in which the Bond shall be transferred
hereunder, the City shall execute and deliver at the earliest practicable time a new Bond in
accordance with the provisions of this Agreement. The City may make a charge for every such
registration of transfer of the Bond sufficient to reimburse it for any tax or other governmental
charges required to be paid to an entity other than the City with respect to such registration of
transfer, but no other charge shall be made for registering the transfer hereinabove granted. The
Bond shall be issued in fully registered form and shall be payable in any lawful coin or currency
of the United States. The registration of transfer of the Bond on the registration books of the
City shall be deemed to effect a transfer of the rights and obligations of the Lender under this
Loan Agreement to the transferee. Thereafter, such transferee shall be deemed to be the Lender
under this Loan Agreement and shall be bound by all provisions of this Agreement that are
binding upon the Lender. Upon receipt of the Transferee Certificate, the City and the transferor
shall execute and record such instruments and take such other actions as the City and such
transferee may reasonably request in order to confirm that such transferee has succeeded to the
capacity of Lender under this Loan Agreement and the Bond.
(b) The Registered Owner is hereby granted power to transfer absolute title of all or
a portion thereof by assignment thereof to a bona fide purchaser for value (present or
antecedent) or to an affiliate of the Registered Owner without notice of prior defenses or
equities or claims of ownership enforceable against such owner's assignor or any person in the
chain of title and before the maturity of the Bond.
(c) Every prior Registered Owner shall be deemed to have waived and renounced
all of such Registered Owner's equities or rights therein in favor of every such bona fide
purchaser, and every such bona fide purchaser shall acquire absolute title thereto and to all
rights represented thereby.
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(d) In the event the Bond is mutilated, lost, stolen, or destroyed, the City shall
execute a new Bond of like date and denomination as that mutilated, lost, stolen or destroyed,
provided that, in the case of any mutilated Bond, such mutilated Bond shall first be
surrendered to the City, and in the case of any lost, stolen, or destroyed Bond, there first shall
be furnished to the City evidence of such loss, theft or destruction together with an indemnity
satisfactory to it.
SECTION 7. BOND MUTILATED, DESTROYED, STOLEN OR LOST. In case the
Bond shall be mutilated, or be destroyed, stolen or lost, upon the Registered Owner furnishing
the Registrar satisfactory indemnity and complying with such other reasonable regulations and
conditions as the City may prescribe and paying such expenses as the City may incur, the
Registrar shall issue and deliver a new Bond of like tenor as the Bond so mutilated, destroyed,
stolen or lost, in lieu of or substitution for the Bond, if any, destroyed, stolen or lost, or in
exchange and substitution for such mutilated Bond, upon surrender of such mutilated Bond, if
any, to the Registrar and the cancellation thereof; provided however, if the Bond shall have
matured or be about to mature, instead of issuing a substitute Bond, the City may pay the same,
upon being indemnified as aforesaid, and if such Bond be lost, stolen or destroyed, without
surrender thereof. Any Bond surrendered under the terms of this Section 7 shall be cancelled
by the Registrar.
Any such new Bond issued pursuant to this section shall constitute an original,
additional contractual obligation on the part of the City whether or not, as to the new Bond, the
lost, stolen or destroyed Bond be at any time found by anyone, and such new Bond shall be
entitled to equal and proportionate benefits and rights as to security for payment to the same
extent as the Bond originally issued hereunder.
SECTION 8. FORM OF BOND. The Bond shall be in substantially the form attached
hereto as Exhibit A, with such variations, omissions and insertions as may be necessary,
desirable and authorized or permitted by this Loan Agreement.
SECTION 9. SECURITY FOR BOND; BOND NOT DEBT OF THE CITY. The
payment of the principal of and interest on the Bond shall be secured forthwith solely by a lien
upon and pledge of the Pledged Revenues. The principal of and interest on the Bond shall not
constitute a general obligation or indebtedness of the City, but shall be a limited obligation of
the City payable solely from the Pledged Revenues as provided herein. The Registered Owner
shall never have the right to compel the levy of taxes upon any property of or in the City for the
payment of the principal of and interest on the Bond.
The City covenants that it will, in each year any Payments are due, budget and
appropriate such legally available Non -Ad Valorem Revenues to make such Payments as they
become due.
Such covenants and agreements on the part of the City to budget and appropriate such
legally available amounts as stated above shall be cumulative to the extent not paid, and shall
continue until such legally available funds in amounts sufficient to make all such required
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Payments shall have been budgeted, appropriated and actually paid. Notwithstanding the
foregoing covenants of the City, the City does not covenant to maintain any services or
programs, now provided or maintained by the City, which generate Non -Ad Valorem
Revenues.
Such covenant to budget and appropriate does not create any lien upon or pledge of
such Non -Ad Valorem Revenues, nor, except as provided below, does it preclude the City from
pledging in the future its Non -Ad Valorem Revenues, nor does it require the City to levy and
collect any particular Non -Ad Valorem Revenues, nor does it give the Lender a prior claim on
the Non -Ad Valorem Revenues until deposited hereunder, as opposed to claims of general
creditors of the City. Such covenant to budget and appropriate Non -Ad Valorem Revenues is
subject in all respects to the payment of obligations secured by a pledge of such Non -Ad
Valorem Revenues heretofore or hereinafter entered into (including the payment of debt service
on other bonds and other debt instruments of the City). However, the covenant to budget and
appropriate in its general annual budget for the purposes and in the manner stated herein shall
have the effect of making available for the payment of the Payments, in the manner described
herein, Non -Ad Valorem Revenues and to the extent permitted by applicable law placing on the
City a positive duty to budget and appropriate, by amendment if necessary, amounts sufficient
to meet its obligations hereunder; subject, however, to the payment of services and programs
which are for essential public purposes affecting the health, welfare and safety of the
inhabitants of the City or which are legally mandated by applicable law.
Except to the extent expressly set forth in this Loan Agreement, this Loan Agreement and
the obligations of the City hereunder shall not be construed as a limitation on the ability of the
City to pledge or covenant to budget and appropriate said Non -Ad Valorem Revenues or any
revenues or taxes of the City for other legally permissible purposes. Notwithstanding any
provisions of this Loan Agreement or the Bond to the contrary, the City shall never be obligated
to maintain or continue any of the activities of the City which generate user service charges,
regulatory fees or any Non -Ad Valorem Revenues or the rates for such services or regulatory
fees. Neither this Loan Agreement nor the obligations of the City hereunder shall be construed as
a pledge of or a lien on all or any Non -Ad Valorem Revenues of the City other than Pledged
Revenues, but shall be payable solely as provided in this Section and are subject in all respects to
the provisions of Section 166.241, Florida Statutes, and are subject, further, to the payment of
services and programs which are for essential public purposes affecting the health, welfare and
safety of the inhabitants of the City.
The Lender understands that the amount of Non -Ad Valorem Revenues available to be
budgeted and appropriated to make debt service payments hereunder are subject to the
satisfaction of funding requirements for obligations secured by an express pledge of or lien on
Non -Ad Valorem Revenues and funding of essential governmental services of the City;
however, such obligation to make debt service payments is cumulative and would carry over
from Fiscal Year to Fiscal Year.
8
SECTION 10. BOND FUND.
(a) The City shall establish a "Bond Fund - Special Obligation Revenue Bonds,
Series 2021 (Undergrounding Project)" (the "Bond Fund") and therein a principal account (the
"Principal Account") and an interest account (the "Interest Account").
(b) Commencing on December 25, 2021, and continuing thereafter so long as the
Bond is outstanding, the City shall deposit to the credit of the Interest Account of the Bond
Fund on or before the twenty-fifth day of each December and June, from Pledged Revenues,
amounts which, together funds on deposit therein, will be sufficient to pay the interest payable
on the Bond on the immediately succeeding Interest Payment Date.
(c) Commencing on December 25, 2021, and continuing thereafter so long as the Bond
is outstanding, after deposit to the Interest Account pursuant to paragraph (a) above, the City
shall deposit to the credit of the Principal Account of the Bond Fund on or before the twenty-fifth
day of each June, from Pledged Revenues, amounts which, together funds on deposit therein, will
be sufficient to pay the principal payable on the Bond on the immediately succeeding Principal
Payment Date.
Moneys on deposit in the accounts of the Bond Fund shall be used solely for the
payment of the principal, premium, if any, and interest on the Bond. The amounts required to
be accounted for in accounts of the Bond Fund may be deposited in a single bank account with
other funds of the City, provided that adequate accounting records are maintained to reflect
and control the restricted allocation of the cash on deposit therein and such investments for the
purposes of the Bond Fund, as herein provided.
(d) On each Interest Payment Date and each Principal Payment Date, the City shall
transfer from the applicable account of the Bond Fund to the Lender sufficient moneys to pay
interest and principal then due and payable on such Interest Payment Date or Principal
Payment Date with respect to the Bond.
(e) All funds or other property which at any time may be owned or held in the
possession of or deposited with the City or an Authorized Depository designated by the City
for application in accordance with the terms and provisions of this Loan Agreement shall be
held in trust and applied only in accordance with the provisions of this Loan Agreement.
(f) Moneys held for the credit of the Bond Fund may be invested by the City in
Authorized Investments. Such investments or reinvestments shall mature or become available
not later than the respective dates, as estimated by the City, that the moneys held for the credit
of the Bond Fund will be needed to pay principal or interest on the Bond when due.
SECTION 11. COVENANTS OF THE CITY. Until the principal of and interest on the
Bond shall have been paid in full or provision for payment of the Bond shall have been made
in accordance with the provisions of this Loan Agreement, the City covenants with the Lender
and any subsequent Registered Owner of the Bond as follows:
9
A. Payments. The City will punctually pay all principal of and interest on the Bond
when due by wire transfer or other medium acceptable to the City and the Registered Owner.
B. Financial Statements. The City shall provide to the Lender its audited year-end
financial statements no later than 270 days after the end of each Fiscal Year prepared in
accordance with Generally Accepted Accounting Principles.
C. Annual Budget and Other Information. The City will prepare its annual budget
in accordance with the Act, and will provide to the Lender a copy of its final annual budget for
each Fiscal Year within 30 days of adoption thereof by the City Commission, but in no event
later than 30 days after the start of the fiscal year for which the budget applies. The City shall
provide the Lender such other financial or public information as the Lender may reasonably
request.
D. Tax Compliance. (i) The City covenants to the Registered Owner that the City
will not make any use of the proceeds of the Bond at any time during the term of the Bond
which, if such use had been reasonably expected on the date the Bond was issued, would have
caused the Bond to be an "arbitrage bond" within the meaning of the Code. The City will
comply with the requirements of the Code and any valid and applicable rules and regulations
promulgated thereunder necessary to ensure the exclusion of interest on the Bond from the
gross income of the Registered Owner thereof for purposes of federal income taxation.
(ii) The City shall at all times do and perform all acts and things permitted by law
and this Loan Agreement which are necessary or desirable in order to assure that interest paid
on the Bond will be excluded from gross income for purposes of federal income taxes and shall
take no action that would result in such interest not being so excluded.
(iii) The City shall pay or cause to be paid to the United States Government any
amounts required by Section 148(f) of the Code and the regulations thereunder (the
"Regulations"). In order to ensure compliance with the rebate provisions of Section 148(f) of the
Code with respect to the Bond, the City hereby creates the "Rebate Fund" (hereinafter the
"Rebate Fund") to be held by the City. The Rebate Fund need not be maintained so long as the
City timely satisfies its obligation to pay any rebatable earnings to the United States Treasury;
however, the City may, as an administrative convenience, maintain and deposit funds in the
Rebate Fund from time to time. Any moneys held in the Rebate Fund shall not be considered
Pledged Revenues and shall not be pledged in any manner for the benefit of the holders of the
Bond. Moneys in the Rebate Fund (including earnings and deposits therein) shall be held for
future payment to the United States Government as required by the Regulations and as set forth
in instructions of Bond Counsel delivered to the City upon issuance of such Bond.
E. Notice Filings Related to the Bond. In connection with the City's compliance
with any continuing disclosure undertakings (each, a "Continuing Disclosure Agreement")
entered into by the City on and after February 27, 2019, pursuant to SEC Rule 15c2-12
promulgated pursuant to the Securities and Exchange Act of 1934, as amended (the "Rule"), the
10
Lender acknowledges that the City may be required to file with the Municipal Securities
Rulemaking Board's Electronic Municipal Market Access system, or its successor ("EMMA"),
notice that the City has incurred obligations hereunder and notice of certain subsequent events
reflecting financial difficulties in connection with the Bond. The City agrees that it shall not file
or submit, or permit to be filed or submitted, with EMMA any documentation that includes the
following unredacted sensitive or confidential information about the Lender or its affiliates:
address and account information of the Lender or its affiliates, e-mail addresses, telephone
numbers, fax numbers, names and signatures of officers, employees and signatories of the
Lender or its affiliates, unless otherwise required for compliance with the Rule or otherwise
required by law. The City acknowledges that the Lender is not responsible for the City's
compliance or noncompliance with the Rule or any Continuing Disclosure Agreement.
SECTION 12. REPRESENTATIONS AND WARRANTIES. The City represents and
warrants to the Lender that:
A. Organization. The City is a municipal corporation, duly organized and validly
existing under the laws of the State of Florida.
B. Authorization of Loan Agreement and Related Documents. The City has the
power and has taken all necessary action to authorize the execution and delivery of and the
performance by the City of its obligations under this Loan Agreement and the Bond in
accordance with their respective terms. This Loan Agreement and the Bond have been duly
executed and delivered by the City and are valid and binding obligations of the City,
enforceable against the City in accordance with their respective terms, except to the extent that
such enforcement may be limited by laws regarding bankruptcy, insolvency, reorganization or
moratorium applicable to the City or by general principles of equity regarding the availability
of specific performance.
C. Pledged Revenues. The estimated Pledged Revenues will be sufficient to pay all
principal of and interest on the Bond to be issued hereunder, as the same become due, and to
make all payments required by the Resolution and this Loan Agreement. The Pledged
Revenues are not now pledged or encumbered in any manner.
D. Financial Statements. The audited financial statements of the City for the Fiscal
Year ended September 30, 2020 (the "Financial Statements"), previously provided to the Lender
were prepared in accordance with generally accepted accounting principles, are correct and
present fairly the financial condition of the City as of such date and the results of its operations
for the period then ended.
E. Additional Debt. The City may incur additional debt that is payable from all or a
portion of the legally available Non -Ad Valorem Revenues only if the total amount of Non -Ad
Valorem Revenues for the prior Fiscal Year were at least 2.00 times the aggregate Maximum
Annual Debt Service of all debt (including only long-term indebtedness appearing on the City's
most recent audited financial statements and the long-term debt proposed to be incurred) to be
paid from Non -Ad Valorem Revenues and no other funds of the City (collectively, "Debt"),
11
including any Debt payable from one or several specific Non -Ad Valorem Revenue sources but
only to the extent such Non -Ad Valorem Revenues are legally available to pay debt service on
the Bond.
SECTION 13. CONDITIONS PRECEDENT. The obligation of the Lender to make the
Loan is subject to the satisfaction of each of the following conditions precedent on or before the
Date of Delivery:
A. Action. The Lender shall have received a copy of the Resolution certified as
complete and correct as of the closing date, together with an executed Loan Agreement, the
executed Bond, and the customary closing certificates.
B. Incumbency of Officers. The Lender shall have received an incumbency
certificate of the City in respect of each of the officers who is authorized to sign this Loan
Agreement, the Bond, and the related financing documents on behalf of the City.
C. Opinion of City Attorney. The Lender shall have received a written opinion of
the City Attorney as to (1) the valid existence of the City as a political subdivision of the State;
(2) the due adoption of the Resolution; (3) the due authorization and execution of this Loan
Agreement and the Bond and the transaction contemplated hereby and thereby; (4) the Loan
Agreement and the Bond constituting valid and binding obligations of the City, enforceable
against the City, in accordance with their respective terms; and (5) the absence of litigation
against the City relating to (a) its existence or powers, (b) its authority to issue the Bond, and to
pledge the Pledged Revenues as provided herein, (c) the procedure governing the authorization
and issuance of the Bond, in a form and substance satisfactory to the Lender, and (d) any matter
which, if determined against the City, would materially adversely impact the City's ability to
pay debt service on the Bond.
D. Certificate of Finance Director. The Lender shall have received a certification
from the Finance Director that: (1) since the date of the Financial Statements, there has been no
material adverse change in the financial condition, revenues, properties or operations of the
City; (2) there are no liabilities (of the type required to be reflected on balance sheets prepared
in accordance with generally accepted accounting principles), direct or indirect, fixed or
contingent, of the City as of the date of such financial information which are not reflected
therein; (3) there has been no material adverse change in the financial condition or operations of
the City since the date of Financial Statements (and to the Finance Director's knowledge no such
material adverse change is pending or threatened); and (4) the City has not guaranteed the
obligations of, or made any investment in or loans to, any person except as disclosed in such
information.
E. Representations and Warranties; No Default. The representations and
warranties made by the City herein shall be true and correct in all material respects on and as of
the date hereof, as if made on and as of such date; no Default shall have occurred and be
continuing as of the date hereof, or will result from the consummation of the Loan; and the
Lender shall have received a certificate from the City to the foregoing effect.
12
F. Opinion of Bond Counsel. The Lender shall have received an approving opinion
of Bond Counsel or, alternatively, a letter from Bond Counsel authorizing the Lender to rely on
the approving opinion of Bond Counsel delivered to the City in respect to the Bond to the same
extent as if such opinion were addressed to the Lender. The opinion, in form and substance
satisfactory to the Lender, shall, at a minimum, address the status of interest on the Bond under
the provisions of Section 103 of the Code.
G. Other Documents. The Lender shall have received such other documents,
certificates and opinions as the Lender or its counsel shall have reasonably requested.
SECTION 14. NOTICES. All notices, certificates or other communications hereunder
shall be sufficiently given and shall be deemed given when hand delivered, delivered by
telecopier, mailed by registered or certified mail, postage prepaid, or delivered by courier
service to the parties at the following addresses:
City:
Copy to:
Lender:
City of Miami
444 S.W. 2nd Avenue
Miami, FL 33130
Attention: Finance Director
City Attorney
City of Miami
444 S.W. 2nd Avenue
Miami, FL 33130
Sterling National Bank
500 Seventh Avenue, 3rd Floor
New York, New York 10018
Attention: Public Finance Sector
Any of the above parties may, by notice in writing given to the others, designate any
further or different addresses to which subsequent notices, certificates or other communications
shall be sent. Communication via telecopier shall be confirmed by delivery by hand, mail, or
courier, as specified above, of an original promptly after such communication by telecopier.
SECTION 15. EVENTS OF DEFAULT DEFINED. The following shall be "Events of
Default" under this Loan Agreement, and the terms "Default" and "Events of Default" shall
mean (except where the context clearly indicates otherwise), any one or more of the following
events:
(a) Failure by the City to make any payment of principal of or interest on the Bond
when due, or any other payment required hereunder.
13
(b) Failure by the City to observe and perform any other covenant, condition or
agreement on its part to be observed or performed under this Loan Agreement for a period of
thirty (30) days after written notice of such failure shall have been delivered to the City by the
Lender, unless the Lender shall agree in writing to an extension of such time prior to its
expiration;
(c) The making of any warranty, representation or other statement by the City or by
an officer or agent of the City in this Loan Agreement or in any instrument furnished in
compliance with or in reference to this Loan Agreement which is false or misleading in any
material adverse respect;
(d) The filing of a petition against the City under any bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any
jurisdiction, whether now or hereafter in effect, if an order for relief is entered under such
petition or such petition is not dismissed within sixty (60) days of such filing;
(e) The filing by the City of a voluntary petition in bankruptcy or seeking relief
under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment
of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or
the consent by the City to the filing of any petition against it under such law; or
(f) The admission by the City of its insolvency or bankruptcy or its inability to pay
its debts as they become due or that it is generally not paying its debts as such debts become
due, or the City's becoming insolvent or bankrupt or making an assignment for the benefit of
creditors, or the appointment by court order of a custodian (including without limitation a
receiver, liquidator or trustee) of the City or any of its property taking possession thereof and
such order remaining in effect or such possession continuing for more than sixty (60) days.
SECTION 16. REMEDIES. The Lender may sue to protect and enforce any and all
rights, including the right to specific performance, existing under the laws of the State of
Florida, of the United States of America, or granted and contained in the Bond or this Loan
Agreement, and to enforce and compel the performance of all duties required by the Bond or
this Loan Agreement or by any applicable laws to be performed by the City or by any officer
thereof, and may take all steps to enforce the Bond or this Loan Agreement to the full extent
permitted or authorized by the laws of the State of Florida or the United States of America.
SECTION 17. JURY TRIAL. To the extent permitted by applicable law, each of the City
and the Lender irrevocably waives any right it may have to a trial by jury with respect to any
controversy or claim between the City and the Lender, whether arising in contract or tort or by
statute, including but not limited to any controversy or claim that arises out of or relates to this
Loan Agreement, the Bond, the Resolution or any other related documents. This provision is a
material inducement for the Lender's determination to make the Loan and for the parties to
enter into this Loan Agreement.
14
SECTION 18. CONSENT TO JURISDICTION; VENUE; ATTORNEYS' FEES. In the
event that any action, suit or other proceeding is brought with respect to, in connection with or
arising out of this Loan Agreement or the Bond, or any instrument delivered pursuant to this
Loan Agreement or the validity, protection, interpretation, collection or enforcement thereof, to
the extent permitted by law, the City and the Lender hereby (i) irrevocably consent to the
exercise of jurisdiction by the United States District Court, South District of Florida and by the
Circuit Court, Miami -Dade County, Florida, and (ii) irrevocably waive any objection it might
now or hereafter have or assert to the venue of any such proceeding in any court described in
clause (i) above. In connection with any such action, suit or proceeding, the City and the Lender
shall each be responsible for paying their respective attorneys' fees and expenses, except as
otherwise required by applicable law.
SECTION 19. PUBLIC RECORDS LAWS. Regarding the provisions of § 119.0701,
Florida Statutes, as amended, the City and the Lender acknowledge and agree that this Loan
Agreement and the Bond are public contracts and that each of the City and the Lender must
comply with the Florida public records laws, specifically by:
(a) Keeping and maintaining public records that ordinarily and necessarily
would be required by public agencies in order to perform the services in relation to this Loan
Agreement and the Bond; and
(b) Providing the public with access to public records on the same terms and
conditions that public agencies would provide the records and at a cost that does not exceed the
cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law; and
(c) Ensuring that public records that are exempt or confidential and exempt
from public records disclosure requirements are not disclosed except as authorized by law; and
(d) Meeting all requirements for retaining public records and transfer, at no
cost, to the City as a public agency all public records requested by the City and in possession of
the Bank upon termination of this Loan Agreement and final payment of the Bond, and
destroying any duplicate public records that are exempt or confidential and exempt from public
records disclosure requirements. All records stored electronically must be provided by the
Lender to the City as a public agency in a format that is compatible with the information
technology systems of the City as a public agency.
Additionally, should the City receive any public records request that requires the City to
obtain such records from the Lender, the City shall forward such public records request to the
Lender in writing and the City and the Lender shall work together expeditiously to comply.
Should the Lender believe that any public records request is subject to an exemption for the
Lender under the Florida Public Records laws, then the Lender shall have the ability, at no cost,
expense or liability to the City, to proceed in the Florida court system to establish such
exemption for the Lender to the public records request in question.
SECTION 20. NO PERSONAL LIABILITY. No recourse shall be had for the payment
of the principal of and interest on the Bond or for any claim based on the Bond or on this Loan
15
Agreement, against any present or former member or officer of the City Commission or any
person executing the Bond.
SECTION 21. PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS. In
any case where the date for making any payment or the last date for performance of any act or
the exercise of any right, as provided in this Loan Agreement, shall be other than a Business
Day, then such payment or performance shall be made on the next succeeding Business Day
with the same force and effect as if done on the nominal date provided in this Loan
Agreement, provided that interest on any monetary obligation hereunder shall accrue at the
applicable rate to and including the date of such payment.
SECTION 22. PRIVATELY NEGOTIATED LOAN. The City acknowledges and
agrees that the Lender is purchasing the Bond in evidence of a privately negotiated loan and
in that connection the Bond shall not be (a) assigned a separate rating by any municipal
securities rating agency, (b) registered with The Depository Trust Company or any other
securities depository, (c) issued pursuant to any type of offering document or official
statement or (d) assigned a CUSIP number by Standard & Poor's CUSIP Service.
SECTION 23. AMENDMENTS, CHANGES AND MODIFICATIONS. This Loan
Agreement may be amended only by a writing approved with the same formality as this Loan
Agreement, signed by both parties hereto. The Resolution shall not be amended in any respect
that adversely impacts the rights or security of the Lender without the prior written consent of
the Lender.
SECTION 24. BINDING EFFECT. To the extent provided herein, this Loan
Agreement shall be binding upon the City and the Lender and shall inure to the benefit of the
City and the Lender and their respective successors and assigns. This Loan Agreement shall
be discharged and neither the City nor the Lender shall have any further obligations
hereunder under the Bond when the City shall have paid the principal of and interest on the
Bond in full and shall have paid in full all other amounts, if any, due under the Bond or this
Loan Agreement.
SECTION 25. SEVERABILITY. In the event any court of competent jurisdiction shall
hold any provision of this Loan Agreement invalid or unenforceable such holding shall not
invalidate or render unenforceable, any other provision hereof.
SECTION 26. EXECUTION IN COUNTERPARTS. This Loan Agreement may be
simultaneously executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.
SECTION 27. APPLICABLE LAW. This Loan Agreement shall be governed by and
construed in accordance with the laws of the State.
SECTION 28. PARTICIPATION OF LOAN AGREEMENT AND BOND FROM THE
LENDER TO SNFC. The Lender hereby notifies the City, and the City hereby acknowledges
16
such notification, that simultaneously with the execution and delivery of this Loan Agreement
and the issuance of the Bond, the Lender will enter into a participation agreement with Sterling
National Funding Corp., a New York corporation and wholly -owned subsidiary of the Lender
("SNFC"), whereby the Lender will sell to SNFC a 100% participation interest in this Loan
Agreement and the Bond at par. The Lender will continue to be the Registered Owner of the
Bond for all purposes of this Loan Agreement and will service this Loan Agreement and the
Bond and collect all payments and payment of any prepayment thereunder.
[Remainder of page intentionally left blank.]
17
IN WITNESS WHEREOF, the parties hereto have duly executed this Loan Agreement
as of the date first above written.
(OFFICIAL SEAL)
ATTESTED AND COUNTERSIGNED:
By:
Todd B. Harmon, City Clerk
s\
CITY OF MIAMI, FLORIDA, a municipal
corporation
By:
Arthur Noriega, V, City Manager
Approved as to Form and Correctness:
By:
Victoria Mendez, City Attorney
Approved as to Insurance Requirements of
the City:
By:
Anne -Marie Sharpe, Director of Risk
Management
18
[Signature page to Loan Agreement]
STERLING NATIONAL BANK
By:
Name: Kevin C. King
Title: Senior Managing Partner
19
ANY REGISTERED OWNER SHALL, PRIOR TO BECOMING A REGISTERED OWNER,
EXECUTE A LENDER'S CERTIFICATE IN THE FORM ATTACHED TO THE RESOLUTION
(HEREIN DEFINED) CERTIFYING, AMONG OTHER THINGS, THAT SUCH REGISTERED
OWNER IS EITHER AN "ACCREDITED INVESTOR" AS SUCH TERM IS DEFINED IN THE
SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), AND REGULATION D
THEREUNDER OR A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
OF THE SECURITIES ACT.
EXHIBIT A
FORM OF BOND
No. R-1 $
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
CITY OF MIAMI
SPECIAL OBLIGATION REVENUE BOND
SERIES 2021 (UNDERGROUNDING PROJECT)
RATE OF INTEREST MATURITY DATE
0/0
January 1, 2041
REGISTERED OWNER: Sterling National Bank
PRINCIPAL AMOUNT: Thousand Dollars
DATE OF ISSUE
June , 2021
KNOW ALL MEN BY THESE PRESENTS, that CITY OF MIAMI, FLORIDA (the "City"),
for value received, hereby promises to pay to the Registered Owner designated above, or
registered assigns, solely from the special funds hereinafter mentioned, in installments, on the
payment dates indicated in Schedule 1 attached hereto and on the Maturity Date, or sooner as
provided herein, the Principal Amount shown above and the interest on the outstanding
Principal Amount hereof from the date of this Bond or from the most recent date to which
interest has been paid, whichever is applicable, until payment of such Principal Amount, at the
Rate of Interest described above, with all unpaid interest being due on the Maturity Date or
upon the earlier payment of principal hereunder upon presentation and surrender hereof at the
office of the City Clerk for City of Miami, Florida, as Registrar and Paying Agent. The principal
of, premium, if any, and interest on this Bond are payable in lawful money of the United States
of America. Interest due hereon shall be calculated on the basis of a 360-day year consisting of
twelve 30-day months. Interest is payable on January 1 and July 1 of each year, commencing on
January 1, 2022. Principal and interest are each payable by wire transfer as provided in the
herein defined Loan Agreement.
[Redemption Provisions]
A-1
This Bond is being issued in the principal amount $ to finance the Project and
pay costs of issuance under the authority of and in full compliance with the Constitution and
Statutes of the State of Florida, including particularly Chapter 166, Florida Statutes, as
amended, the City Charter, and other applicable provisions of law, Resolution No.
adopted by the City Commission on June , 2021 (the "Resolution") and pursuant to a Loan
Agreement between the City and the Registered Owner, dated June , 2021 (the "Loan
Agreement"), to which reference should be made to ascertain those terms and conditions. The
terms and provisions of the Loan Agreement and the Resolution are hereby incorporated as a
part of this Bond. The principal of this Bond shall be disbursed by the Registered Owner hereof
to the City in immediately available funds on the Date of Delivery in accordance with the Loan
Agreement.
This Bond is payable from and secured solely by the Pledged Revenues, as defined in
and in the manner provided in, and subject to the terms and conditions of, the Resolution and
the Loan Agreement. This Bond shall not constitute a general obligation or indebtedness of
the City, but shall be a limited obligation of the City payable solely from the Pledged
Revenues as provided in the Loan Agreement. The Registered Owner hereof shall never have
the right to compel the levy of taxes upon any property of or in the City for the payment of
the principal of and interest on this Bond. Reference is made to the Loan Agreement for the
provisions relating to the security for payment of this Bond and the duties and obligations of
the City hereunder.
The Registered Owner may sue to protect and enforce any and all rights, including the
right to specific performance, existing under the laws of the State of Florida, of the United States
of America, or granted and contained in the Loan Agreement and the Resolution, and to enforce
and compel the performance of all duties required by the Loan Agreement and the Resolution
or by any applicable laws to be performed by the City or by any officer thereof, and may take all
steps to enforce the Loan Agreement and the Resolution to the full extent permitted or
authorized by the laws of the State of Florida or the United States of America. The City waives
its right to trial by jury in the event of any proceedings in state or federal courts to enforce the
terms of this Bond or of the Loan Agreement or of the Resolution, and the Registered Owner, by
its acceptance of this Bond, waives its right to trial by jury in any such proceedings.
This Bond may only be transferred or assigned by the Registered Owner in the manner
provided in the Loan Agreement.
It is hereby certified and recited that all acts, conditions and things required by the
Constitution and laws of the State of Florida to be performed, to exist and to happen precedent
to and in the issuance of this Bond, have been performed, exist and have happened in regular
and due form and time as so required.
A-2
IN WITNESS WHEREOF, CITY OF MIAMI, FLORIDA, has caused this Bond to be
executed by the City Manager and attested by the City Clerk, either manually or with their
facsimile signatures, and its seal or a facsimile thereof to be affixed, impressed, imprinted,
lithographed or reproduced hereon, all as of the Date of Issue above.
CITY OF MIAMI, FLORIDA, a municipal
(OFFICIAL SEAL) corporation
By:
Arthur Noriega, V, City Manager
ATTESTED AND COUNTERSIGNED: Approved as to Form and Correctness:
By: By:
Todd B. Hannon, City Clerk Victoria Mendez, City Attorney
Approved as to Insurance Requirements of the
City:
By:
Anne -Marie Sharpe, Director of Risk
Management
A-3
CERTIFICATE OF AUTHENTICATION
This Bond is issued under the provisions of the within mentioned Resolution and Loan
Agreement.
City of Miami, Florida, Finance Director,
as Authenticating Agent
Date of Authentication:
June , 2021 By:
Authorized Officer
A-4
ASSIGNMENT AND TRANSFER
For value received the undersigned hereby sells, assigns and transfers unto
(Please insert Social Security or other
identifying number of transferee) the attached Bond of City of Miami,
Florida, and does hereby constitute and appoint, attorney, to transfer the said
Bond on the books kept for registration thereof, with full power of substitution in the premises.
Date:
Signature Guaranteed by
[member firm of the New York
Stock Exchange or a commercial
bank or a trust company.]
p y]
NOTICE: No transfer will be registered and
no new Bond will be issued in the name of
the Transferee, unless the signature to this
assignment corresponds with the name as it
appears upon the face of the within Bond in
every particular, without alteration or
enlargement or any change whatever and
the Social Security or Federal Employer
Identification Number of the Transferee is
supplied.
A-5
SCHEDULE 1
DEBT SERVICE FOR THE BOND
Total Debt
Payment Date Principal Interest Service
01-01-2022
07-01-2022
01-01-2023
07-01-2023
01-01-2024
07-01-2024
01-01-2025
07-01-2025
01-01-2026
07-01-2026
01-01-2027
07-01-2027
01-01-2028
07-01-2028
01-01-2029
07-01-2029
01-01-2030
07-01-2030
01-01-2031
07-01-2031
01-01-2032
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01-01-2034
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01-01-2035
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01-01-2036
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Totals
I-1
FPL.
Writer's Direct Dial:
(561)304.5134
(561)691.7305(Fax)
Patrick.Bryanna fel.com (Email)
December 4, 2017
VIA OVERNIGHT UPS SERVICE
Xavier E. Alban, Esquire
Assistant City Attorney
City of Miami
444 SW 2nd Avenue
Miami, FL 33130
Re; Downtown injection Agreement
Dear Xavier:
Enclosed for the City's records please find one (1) fully -executed original of the New Underground
Transmission Facilities Construction and Contribution Agreement (the "Downtown Injection Agreement").
FPL has retained the other fully -executed original for its records.
Please do not hesitate to co hou ave any questions,
Sin
((Patrick M. Bryan
Senior Counsel
Florida Power & Light Company
PMBlbjw
Enclosure (1)
Cc: Pam Rauch (wlout enclosure)
Irene White (w/out enclosure)
Armando Fernandez (w/out enclosure)
Florida Power & Light Company
: Wd G-330L101
700 Universe Boulevard, Juno Beach, FL 33408
NEW UNDERGROUND TRANSMISSION FACILITIES CONSTRUCTION AND
CONTRIBUTION AGREEMENT
THIS NEW UNDERGROUND TRANSMISSION FACILITIES CONSTRUCTION AND
CONTRIBUTION AGREEMENT ("Agreement") made and entered into on this day of
November, 2017 ("Effective Date"), by and between the CITY OF MIAMI, FLORIDA, a
Florida municipal corporation (the "Ci))") and FLORIDA POWER & LIGHT COMPANY, a
Florida corporation ("FPL"). FPL and the City will each be referred to as a "Party" and will
collectively be referred to as the "Parties."
Recitals:
A. FPL has determined a need to construct, operate and maintain new Transmission
Facilities (as hereinafter defined) in order to maintain its reliability and anticipated
customer growth in the City's jurisdiction. FPL's standard construction for such
facilities is overhead.
B. The Transmission Facilities will connect FPL's Coconut Grove substation to an existing
138 kilovolt ("kV') underground transmission line between FPL's Miami substation and
FPL's Key Biscayne substation as shown in the Route (as hereinafter defined).
C. The City has requested that the Transmission Facilities be placed underground.
D. FPL's policy is to require municipalities that request underground transmission
facilities to make a cost contribution for the additional cost that FPL incurs as a result
of undergrounding.
E. FPL will incur additional costs in the design and construction of the Transmission
Facilities underground, which costs would not have been incurred but for the City's
request.
F. By leveraging and expanding existing FPL infrastructure along the Route, however,
FPL will be able to install the new Transmission Facilities underground in a manner
that meets FPL's reliability needs at a considerably lower cost contribution from the
City.
G. As a condition precedent to this Agreement, the City and FPL entered into the Coconut
Grove Injection Transmission Project Agreement in consideration of mutual promises
and other good and valuable considerartion including the undergrounding of an
exisiting distribution feeder line in the "Three Block Area" by FPL at no cost to the
City.
H. Subject to the tennis of this Agreement, FPL has agreed to install the Transmission
Facilities underground using the approach described in the foregoing recital, and the City
has agreed to reimburse FPL for the additional costs related to said installation.
In consideration of the mutual promises of the City and FPL and other good and
valuable consideration, the sufficiency of which is acknowledged, the Parties agree as follows:
ARTICLE I — DEFINITIONS
For the purposes of this Agreement the following terms, whether used in the singular or plural,
shall have the meanings set forth below when used with initial capitalization:
"Carrying Costs" has the meaning set forth in Article V.
"Change" means any scope change or modification to all or a portion of the Scope of Work.
"City ROW' means, with respect to the route of the Transmission Facilities, any road
right-of-way owned by or under the jurisdiction of the City.
"Contribution Cost Amount" has the meaning set forth in Section 2.1.
"Engineering Deposit Amount" means $250,000.00 USD.
"Fixed Contribution Amount" means an amount not to exceed $27,000,000.00 USD, which
represents the City's contribution to the cost of the Project. The actual amount may be less, but
shall in no event exceed $27,000,000.00 USD. This amount does not include additional costs,
including mobilization and demobilization costs, resulting from events beyond the control of the
contractor or FPL, including but not limited to hurricanes, uncovering contaminated soils or
archeological finds.
"FPL Entities" means FPL, its parent, subsidiaries, affiliated companies of NextEra Energy,
Inc. and its subcontractors, and their respective officers, directors, agents and employees.
"Job Site" means the real property in the City of Miami, Florida on which the underground
Transmission Facilities will be located or Scope of Work will be performed under this
Agreement, including any laydown or storage areas, as more particularity described in the
Route.
"Other ROW' means, with respect to the route of the Transmission Facilities, any road
right-of-way owned by or under the jurisdiction of a governmental authority or agency other
than the City.
"Project" means the Transmission Facilities to be located in the City of Miami and the Scope of
Work, as more particularly described in this Agreement.
"Route" means the route for the Project set forth in Exhibit A attached hereto.
"ROW' means, collectively, any City ROW and any Other ROW.
2
"Scope of Work" means the services and work to be performed by or through FPL or its
subcontractors, as more particularly described in the Route, and which includes, without
limitation, all permanent or temporary support, protection, relocation, rearrangement, design,
redesign, construction and installation of the Transmission Facilities underground and all other
work (including any FPL overhead costs and expenses) required to provide continuity of service
to FPL's customers, and any other activities for the execution and completion of FPL's
obligations under this Agreement.
"Transmission Facilities" means the new 138 kV transmission facilities, as more particularly
described in the Route.
"Withdrawn Claims" has the meaning set forth in Article VI.
ARTICLE II — CONTRIBUTION AMOUNTS, CHANGES AND BILLING
2.1 Contribution Amount. The City shall be responsible for the agreed upon shared cost
contribution of the Project. FPL acknowledges receipt of the Engineering Deposit
Amount, which occurred prior to the Effective Date to perform certain engineering work
necessary for the Project. The remaining cost the City is obligated to contribute to FPL
to perfonrn the Scope of Work is determined by calculating the difference resulting from
subtracting the Engineering Deposit from the Fixed Contribution Amount (such
resulting difference is referred to as the "Contribution Cost Amount"), plus any
applicable Changes.
2.2 Changes. Upon receipt of any Change request by the City, FPL will evaluate whether
such Change request will have a cost impact to complete the Scope of Work. If FPL
determines that there would be a cost impact to the Scope of Work as a result of the
requested Change, then the Parties agree to work in good faith to reach mutual agreement
on any such cost impact. If the Parties are able to agree on the cost impact and the
adjustment to the Scope of Work, then after the Parties enter into an amendment to this
Agreement adjusting the Scope of Work and FPL receives payment from the City for
incorporating such Change within the Scope of Work, FPL agrees to proceed with the
Scope of Work as adjusted to incorporate such Change.
2.3 Billing and Payment. The City shall pay FPL the Contribution Cost Amount, plus any
applicable Changes, if any, as follows:
(i) Concurrently with execution of this Agreement subject to the provisions in
Article V hereof: Three Million, Seven Hundred Fifty Thousand Dollars and No
Cents ($3,750,000.00); ($4,000,000.00 minus $250,000.00 equals
$3,750,000.00);
(ii) 50% of the balance due (Ten Million, Three Hundred Thousand Dollars and No
Cents ($10,300,000.00)) six (6) months prior to the commencement of
construction, such payment date currently projected to be on or about July 1,
2018; and
3
(iii) All remaining amounts owed (Ten Million, Three Hundred Thousand Dollars
and No Cents ($10,300,000.00)) (plus any Changes, if any) due thirty (30) days
prior to commencement of construction, such payment date currently projected
to be on or about December 1, 2018.
Any other amount due FPL under this Agreement by the City, which may include,
without limitation, any applicable Changes following commencement of the Scope of
Work at the Job Site, shall be due and payable by the City within forty-five (45) days of
the date of FPL's invoice.
ARTICLE III — DESIGN AND CONSTRUCTION OF FACILITIES
3.1 Design Standards. Engineering design standards and material specified will meet and
comply with FPL's then current design standards.
3.2 Construction Standards. Materials and construction procedures will meet and comply
with FPL's then current construction standards.
3.3 City Permits. The City will support and facilitate prompt permit review and issuance
for permits provided by the City, provided that it is understood that if FPL or its
contractor files a permit application that fully complies with all applicable laws and
regulations, the City will issue such permit to FPL or its contractor within thirty (30)
days of such application approving such permit for the Scope of Work for the Project.
Any additional costs incurred by FPL as a result of any delay of issuance of City
permits that affect FPL's or its contractors' ability to commence and/or complete the
Project will be borne exclusively by the City and the City shall be responsible for
reimbursing FPL for all such costs, except if the delay results from events beyond the
control of the City. Exhibit C contains certain permit conditions agreed to by the City
and FPL with respect to the Scope of Work.
3.4 Local Content. FPL commits that at minimum ten percent (10%) of the Project
workers over the course of the Project will be City of Miami residents. During the
Project, FPL will provide written reports to the City at intervals of every two months
and upon completion of the Project, all of the reports shall be from an independent
audit firm, specifying FPL's compliance levels throughout the Project with the
residence requirements set out in Section 3.4. Proof of residency may be established
by, among other reasonable means, a worker's driver's license or other
government -issued identification, voters' registration, utility bills, rental lease or proof
of ownership of a residence within the City of Miami.
3.5 Ownership of Transmission Facilities. It is understood and agreed by the Parties that
FPL shall retain all right, title and interest in and to the Transmission Facilities.
4
ARTICLE IV — EASEMENT/RIGHT-OF-WAY
4.1 Easement. The City shall convey or grant to FPL utility easements, access easements
and licenses that are within the City's powers to convey or grant, using the FPL standard
form, sufficient to permit FPL to accomplish the Scope of Work and to operate and
maintain the Transmission Facilities in accordance with FPL' s customary practices.
Such grants shall be accomplished at no cost to FPL. FPL's standard form of utility
easement and access easement is attached in Exhibit B hereto. The City shall not be
required to secure for FPL any third party easements or licenses associated with the
Project.
4.2 Right of Way.
4.2.1 (a) If the City, for any reason whatsoever, requires that FPL relocate or arrange,
in whole or in part, any or all of the Transmission Facilities (as they are to exist
as a result of this Project, or as they may later be modified, upgraded, or
otherwise altered) from or within the City ROW or Other ROW, the City,
notwithstanding any language to the contrary in any applicable permit or
franchise agreement, and prior to any such relocation by FPL, shall provide
FPL with a substitute location, satisfactory to FPL to obtain any easement that
may be necessary, and shall, subject to Section 4.2.4, pay FPL for the costs of
any such relocation, adjustment or rearrangement, now or in the future. The
City shall reimburse FPL for all costs to locate, expose, protect or support the
Transmission Facilities, whether underground or above ground, in the event of
future construction or excavation in close proximity to the Transmission
Facilities, when such services are required by the City. The City shall use its
best efforts in any design and construction of its future road improvement
projects to avoid or mitigate the necessity of relocating or adjusting the
Transmission Facilities in the City ROW and, to the extent reasonably
practicable, in any Other ROW.
(b) FPL shall not be responsible for relocation or rearrangement costs in the
event any other government authority or agency, other than Miami -Dade
Transit, with control over the City ROW or Other ROW for any reason
whatsoever, requires that FPL relocate or arrange, in whole or in part, any or all
of the Transmission Facilities, (as they are to exist as a result of this Project, or
as they may later be modified, upgraded, or otherwise altered) from or within
the City ROW or Other ROW, In such event or events, the City shall reimburse
FPL all such costs to the extent the City cannot secure or collect for FPL such
costs from the requiring government authority or agency. The provisions of
this subsection (b) apply only to relocations or rearrangements required outside
of Miami -Dade Transit ROW.
(c) The foregoing provisions in this Section 4,2.1 (a) and (b) shall not apply to
relocations or rearrangements of the Transmission Facilities required by
5
Miami -Dade Transit for twenty (20) years after the Effective Date of this
Agreement.
4.2.2 The City shall only be responsible for relocation costs associated with
replacement facilities conforming to FPL standards in effect at the time of
relocation. Any costs associated with the replacement facilities to provide
increased capacity, improved reliability, future use facilities, or other such
enhancements over and above the FPL standards in effect at the time of the
relocation shall not be the responsibility of the City.
4.2.3 FPL shall be responsible for any and all costs of removal or relocation when
such removal or relocation is initiated by FPL. Additionally, FPL agrees that
when any portion of a street is excavated by FPL in the location, relocation or
repair of any of its facilities when said location, relocation or repair is initiated
by FPL, the portion of the street so excavated shall, within a reasonable time
and as early as practical after such excavation, be replaced by FPL at its
expense in a condition as good as it was at the time of such excavation.
4.2.4 If the City desires to subsequently abandon or discontinue use of the City
ROW, and ownership of the land is transferred to a private party, the City, as a
condition of and prior to any such sale, abandonment, or vacation, shall grant
FPL an easement satisfactory to FPL for the Transmission Facilities then
existing within the ROW or require and cause the transferee to so grant FPL an
easement satisfactory to FPL at the time of transfer. If ownership of the City
ROW is transferred to another government authority or agency, the City shall
cause that government authority or agency to take the ROW subject to the terms
and conditions of this Agreement.
ARTICLE V — CONDITION PRECEDENT
The parties acknowledge that performance of this Agreement (except for the payment
obligation under Section 2.3(i)) is conditioned upon timely receipt of all necessary approvals,
including but not limited to approvals from Miami -Dade Transit, the Florida Department of
Transportation, and the United States Department of Transportation with respect to the Project
and the current route. In the event of significant delay in obtaining any of the necessary
approvals which result in delay in commencement of the Scope of Work under FPL's project
schedule, FPL agrees to reimburse the City (through credits against subsequent payments by
the City identified in Section 2.3(ii) and (iii)) its Carrying Costs (as hereafter defined) on the
initial payment for the duration of the delay until the commencement of the Scope of Work,
provided that FPL's obligation to reimburse the City for such Carrying Costs shall not
commence until sixty (60) days following the day on which FPL estimated, under its project
schedule, that the Scope of Work would commence as reflected in Section 2.3 herein. Further,
City agrees to cooperate with FPL and provide reasonable support as necessary in obtaining
the necessary approvals. If FPL is unable to obtain any or all of the necessary approvals and
the Agreement terminates pursuant to Section 8.3 herein, FPL shall reimburse the City its
Carrying Costs within sixty (60) days of the termination of this Agreement. "Carrying Costs"
6
as used herein, shall be limited to the interest payments made by the City on bonds used by the
City to fund the initial payment made by the City under this Agreement.
ARTICLE VI — CITY'S WITHDRAWAL OF OPPOSITION AND LITIGATION
In addition to the City's payment obligations in regards to the Project set forth in
Article II, as consideration for FPL's performance of its obligations under this Agreement, the
City agrees to promptly (but in no event later than fifteen [15] calendar days after the Effective
Date) withdraw from all of the following FPL-related litigation or administrative proceedings
collectively, the following three enumerated matters being referred to as a "Withdrawn
Claims"):
1) In re: Florida Power & Light Company, Turkey Point Units 6 & 7
Combined License Application; Docket Nos. 52-040-COL; 52-041-COL
Nuclear Regulatory Commission
2) Florida Power & Light Company
Nuclear Cost Recovery Clause, Docket No. 20170009-EI
Florida Public Service Commission
3) Florida Power & Light Company, Turkey Point Units 6 & 7
Power Plant Siting Application, No. PA 03-45A3
State of Florida Siting Board
The City does hereby waive, release, remise and relinquish all actions, claims and demands, of
any kind whatsoever, which the City ever had or then has, known or unknown, against FPL in
connection with the Withdrawn Claims. Further, City agrees to refrain from intervening or
participating in any capacity (i) in any FPL-related regulatory proceedings currently pending at
the Florida Public Service Commission as of the Effective Date of this Agreement; and (ii) in
any currently pending FPL-related regulatory proceeding in any other state or federal agency
as of the Effective Date of this Agreement. Exhibit D contains a list of currently pending
FPL-related regulatory proceedings. The City acknowledges and agrees that notwithstanding
anything to the contrary in this Agreement (i) the cost to perform the Scope of Work and (ii)
FPL's obligations under this Agreement are conditioned upon the City's compliance with this
Article.
ARTICLE VII — INDEMNIFICATION, LIMITATION OF LIABILITY, AND
INSURANCE
7.1 Indemnification. The City shall in no way be liable or responsible for any accident or
damage that may occur in the construction, operation or maintenance by FPL of the
Transmission Facilities, regardless of other easement agreementsthat may be or may have
been executed by the Parties without hold harmless or indemnification provisions. FPL shall
indemnify and defend the City and hold the City, its officials, employees and assigns, harmless
against any and all liability, loss, cost, damage, judgment, decree, action, cause of action,
claim, or expense which may accrue to the City by reason of the negligence, default, omission,
7
or misconduct of FPL, its contractors, or subcontractors, in the installation, removal,
relocation, sublease, construction, operation or maintenance of the Transmission Facilities.
7.2 Insurance. FPL or its Contractor(s) shall, at all times during the tern,' hereof, maintain
such insurance coverage(s) as may be required by the City. The insurance coverage(s) required
as of the Effective Date of this Agreement are attached hereto as Exhibit E. FPL or its
Contractor(s) shall add the City of Miami as an additional insured to its cormrnercial general
liability, and auto liability policies, and as a named certificate holder on all policies. FPL or its
Contractor(s) shall correct any insurance certificates as requested by the City's Risk
Management Administrator. All such insurance, including renewals, shall be subject to the
approval of the City for adequacy of protection and evidence of such coverage(s) shall be
furnished to the City Risk Management Administrator on Certificates of Insurance indicating
such insurance to be in force and effect and any cancelled or non -renewed policy will be
replaced with no coverage gap and a current Certificate of Insurance will be provided.
Completed Certificates of Insurance shall be filed with the City prior to the performance of
Services hereunder, provided, however, that Contractor shall at any time upon request file
duplicate copies of the Certificate of Insurance with the City. FPL may self -insure in
accordance with the terms of its Evidence of Insurance Letter to the City, dated July 6, 2017 and
included as an attachment within Exhibit E.
ARTICLE VIII — TERMINATION
8.1 Tenn. The Agreement shall commence upon the Effective Date and shall continue in
effect until completion of the Scope of Work, unless terminated earlier as set forth in
Section 8.2 and 8.3.
8.2 Payment Default. If (i) the City fails to pay FPL any amount under this Agreement,
then such failure shall be deemed a material event of default, and (ii) the City fails to
cure such material event of default within sixty (60) days after notice thereof from FPL,
then FPL may, and without prejudice to any remedy available to FPL under law, in
equity or under this Agreement, (a) terminate the Agreement without termination
charge, penalty or obligation, or (b) complete the Scope of Work, in which case, FPL
shall be entitled to seek specific performance of the City's obligations to remit all
outstanding amounts owed to FPL pursuant to this Agreement.
8.3 Necessary Approvals: If FPL fails to obtain any or all necessary of the necessary
approvals required to commence the Scope of Work within five (5) years of the
Effective Date, the City may terminate the Agreement without termination charge,
penalty or obligation provided the City is not the cause of the delay, and FPL shall
reimburse the City all payments made under this Agreement, including the Engineering
Deposit Amount, and all Carrying Costs as required under Article V.
ARTICLE IX — GENERAL CONDITIONS
9.1 Benefit of Agreement; Assignment. The provisions of this Agreement shall inure to the
benefit of and bind the successors and assigns of the Parties to this Agreement but shall
8
not inure to the benefit of any third party or other person. This Agreement shall not be
assigned by the City, except upon receipt of the prior written permission of FPL.
9.2 Non -waiver. The failure of either Party at any time to require performance by the other
Party of any provision hereof shall not affect the full right to require such performance at
any time thereafter. Waiver by either Party of a breach of the same provision or any
other provision shall not constitute a waiver of the provision itself.
9.3 Modification of Agreement. This Agreement may be modified, amended, or terminated
at any time by written agreement of the Parties authorized and executed with the same
formality as this Agreement.
9.4 Effect of Headings. The headings set forth herein are for convenience only and shall not
be deemed to modify or affect the rights and obligations of the Parties to this Agreement.
9.5 Delegation of Power and Duties Notice. The following persons are designated as the
authorized representatives of the Parties for the purposes of this Agreement and all
notices or other communications to either Party by the other shall be made in writing and
addressed as follows:
To the City: Daniel J. Alfonso
City Manager
City of Miami
444 SW 2nd Avenue
Miami, Florida 33130
To FPL: Vice President, External Affairs
Florida Power & Light Company
700 Universe Boulevard
Juno Beach, Florida 33408
If the mailing address for either Party changes during the term of this Agreement, it
shall be that Party's responsibility to notify the other Party promptly of the new
address, and the old address shall remain effective for the purposes of this Agreement,
or any renewal thereof, until notice of the address change has been received by the
other Party. All notices shall be delivered in person; by courier service (e.g., United
Parcel Service and FedEx); by registered mail or certified mail; or by U.S. Mail,
postage prepaid, in which case receipt shall be deemed effective three (3) business days
after postmark.
9.6 Severability. In the event that any of the provisions or portions or applications thereof of
this Agreement are held to be unenforceable or invalid by a court of competent
jurisdiction, the City and FPL shall negotiate an equitable adjustment in the affected
9
provisions of this Agreement. The validity and enforceability of the remaining
independent provisions shall not be affected.
9.7 Law, Jurisdiction, and Venue. This Agreement shall be interpreted and construed in
accordance with and governed by the laws of the State of Florida. In the event of
litigation arising hereunder, the Parties agree that the venue for such litigation shall be
the courts of the State of Florida located in Miami, Florida. The Parties irrevocably
waive any objection, which any of them may now or hereafter have to the bringing of
any such action or proceeding in such respective jurisdictions, including any objection
to the laying of venue based on the grounds of forum non conveniens and any objection
based on the grounds of lack of in personam jurisdiction.
9.8 Project Specific Nature of Agreement. Complete Agreement. The Parties acknowledge
that this Agreement (inclusive of Exhibits A, B C, D, E, and F, which are incorporated by
this reference) is project specific to the Project only. This Agreement shall be signed by
the authorized representatives of both Parties and constitutes the final written expression
of all the terms of the agreement between the Parties and is a complete and exclusive
statement of those terms. It is understood and agreed by the Parties that any and all prior
or contemporaneous course of dealing, representations, promises, warranties or
statements by the Parties or their agents, employees, or representatives that differ in any
way from the express terms contained this Agreement shall be given no force or effect.
9.9 Survival. Articles II, VI and VII, and Sections 3.5, 9.8 and 9.10 shall survive the
termination or expiration of the Agreement. Those provisions of the Agreement which
provide for the limitation of or protection against liability shall apply to the full extent
permitted by law and shall survive termination of this Agreement and/or completion of
the Scope of Work.
9.10 Turkey Point 6 & 7 Representation. If the Project is completed, along with the
completion of the additional transmission facilities covered under that certain
Agreement for the Coconut Grove Injection Transmission Project dated October 10,
2017, attached herein as Exhibit F, between FPL and the City, FPL represents to the
City that the transmission line circuits within the city sought by FPL to be approved in
the proceeding entitled Florida Power & Light Company Turkey Point Units 6 and 7
Power Plant Siting Application No. PA 03-45A3 will no longer be required to deliver
electricity from FPL's Turkey Point 6 and 7 nuclear generation projects, if and when
built.
Further, FPL agrees to not install additional overhead transmission facilities along the
US-1 portion of the Route or proposed route for a period of twenty (20) years from the
Effective Date of this Agreement, except for crossings of US-1 and other short
distances if FPL is unable to cross US-1 in a straight line or if required to serve a new
distribution substation because of increased load in the area. If FPL wishes to install
additional overhead transmission facilities along the US 1 portion of the Route or
proposed route anytime between twenty (20) and forty (40) years after the Effective
Date of this Agreement, FPL must seek approval for such facilities using the Florida
10
Transmission Line Siting Act ("TLSA") or other statutory or legal process in place if
the TLSA is no longer in effect at that time.
Further, FPL and the City expressly acknowledge FPL's voluntary stipulation made in
State of Florida Division of Administrative Hearings Case No. 09-357 SEPP, found
at Hearing Transcript Volume XIV, pages 9138 (lines 20-25) and 1939 (lines 1-10).
9.11 Counterparts. The Agreement maybe executed in multiple counterparts, each of which
shall constitute an original, but all of which together shall constitute one and the same
instrument. It is also agreed that the facsimile or electronic signature of either Party
shall be binding upon the same as if signed in original. The signatories below warrant
and represent that they are authorized to execute the Agreement.
[Remainder of Page Left Intentionally Blank;
Signatures Appear on Following Pages]
1I
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their
duly authorized officers as of the Effective Date.
FLORIDA POWER & LIGHT COMPANY
Pamela M. Rauch
VP External Affairs/Economic Development
CITY OF MIAMI, FLORIDA
AT I' ST:
odd ,.. Hannon Daniel J. Alfons
City l erk City Manager
APPROVED AS TO FORM AND
CO" ' ECTNESS:
ictoria M
City Attorn
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12
APPROVED AS TO INSURANCE
REQUIREEN,TS
Anri-Marie Sh e, Director
Department of isk Management
EXHIBIT A
TO
NEW UNDERGROUND TRANSMISSION FACILITIES CONSTRUCTION AND
CONTRIBUTION AGREEMENT
DESCRIPTION OF THE ROUTE
EXHIBIT A
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EXHIBIT B
TO
NEW UNDERGROUND TRANSMISSION FACILITIES CONSTRUCTION AND
CONTRIBUTION AGREEMENT
FORM OF FPL UTILITY EASEMENT
Work Request No.
Sec._, Twp _ S, Rge — E
Parcel I.D.
(Maintained by County Appraiser)
UNDERGROUND EASEMENT
(BUSINESS)
This Instrument Prepared By
Name:
Co. Name:
Address:
The undersigned, in consideration of the payment of $1.00 and other good
and valuable consideration, the adequacy and receipt of which is hereby
acknowledged, grant and give to Florida Power & Light Company, its affiliates,
licensees, agents, successors, and assigns ("FPL"), a non-exclusive
easement forever for the construction, operation and maintenance of
underground electric utility facilities (including cables, conduits, appurtenant
equipment, and appurtenant above -ground equipment) to be installed from
time to time; with the right to reconstruct, improve, add to, enlarge, change the
voltage as well as the size of, and remove such facilities or any of them within
an easement described as follows:
See Exhibit "A" ("Easement Area")
EXHIBIT B
wars ed for Circ.,it Court
Together with the right to permit any other person, firm, or corporation to attach or place wires to or within any facilities
hereunder and lay cable and conduit within the Easement Area and to operate the same for communications purposes; the
right of ingress and egress to the Easement Area at all times; the right to clear the land and keep it cleared of all trees,
undergrowth and other obstructions within the Easement Area; the right to trim and cut and keep trimmed and cut all dead,
weak, leaning or dangerous trees or limbs outside of the Easement Area, which might interfere with or fall upon the lines or
systems of communications or power transmission cr distribution; and further grants, to the fullest extent the undersigned has
the power to grant, if at all, the rights hereinabove granted on the Easement Area, over, along, under and across the roads,
streets or highways adjoining or through said Easement Area.
IN WITNESS WHEREOF, the undersigned has signed and sealed this instrument an , 2D_.
Signed, sealed and delivered in the presence of:
(Witness Signature)
Print Name:
(Witness)
(Witness' Signature)
Print Naive:
(Witness)
Entity Name
By:
Print Name:
Print Address:
STATE OF
AND COUNTY OF . The foregoing instrument was acknowledged
before me this day of , 20 , by , the
of a , who is
personally known to me or has produced as identification, and who did (did not) take an oath,
(Type of Identification)
My Commission Expires:
Notary Public, Signature
Print Name
Work Request No.
Sec., Twp S, Rge E
Parcel I.D,
(Maintained by County Appraiser)
UNDERGROUND EASEMENT
(INDIVIDUAL)
This Instrument Prepared y
Name:
Ca, Name:
Address:
The undersigned, in consideration of the payment of $1,00 and other good
and valuable consideration, the adequacy and receipt of which is hereby
acknowledged, grant and give to Florida Power & Light Company, its affiliates,
licensees, agents, successors, and assigns ("FPL"), a non-exclusive
easement forever for the construction, operation and maintenance of
underground electric utility facilities (including cables, conduits, appurtenant
equipment, and appurtenant above ground equipment) to be installed from
time to time; with the right to reconstruct, improve, add to, enlarge, change the
voltage as well as the size of, and remove such facilities or any of them within
an easement described as follows:
See Exhibit "A" ("Easement Area")
Reserved for Circuit Court
EXHIBIT B
Together with the right to permit any other person, firm, or corporation to attach or place wires to or within any facilities
hereunder and by cable and conduit within the Easement Area and to operate the same for communications purposes; the
right of ingress and egress to the Easement Area at all times; the right to clear the land and keep it cleared of all trees,
undergrowth and other obstructions within the Easement Area; the right to trim and cut and keep trimmed and cut all dead,
weak, leaning or dangerous trees or limbs outside of the Easement Area which might interfere with or fall upon the lines or
systems of communications or power transmission or distribution; and further grants, to the fullest extent the undersigned has
the power to grant, if at all, the rights hereinabove granted on the Easement Area, over, along, under and across the roads,
streets or highways adjoining or through said Easement Area.
IN WITNESS WHEREOF, the undersigned has signed and sealed this instrument on , 20_.
Signed, sealed and delivered in the presence of:
(Witness' Signature)
(Witness)
Print Name:
(Witness' Signafre)
Print Name:
(Witness)
sy:
Print Name:
Print Address:
By:
Print Name:
Print Address:
STATE OF AND COUNTY OF . The foregoing instrument was acknowledged before me this
day of , 20, by , and
who Is (are) personally known to me or has (have) produced as identification, and who did (did not)
take an oath. (Type of Identification)
My Commission Expires:
Notary Public, Signature
Print Name
Work Request No.
Sec._, Twp — S, Rge _ E
Parcel 1. D.
(Maintained by County Appraiser)
EASEMENT
(BUSINESS)
This Instrument Prepared By
Nance:
Co. Name:
Address:
The undersigned, in consideration of the payment of $1.00 and other good
and valuable consideration, the adequacy. and receipt of which is hereby
acknowledged, grant and give to Florida Power & Light Company, its affiliates,
licensees, agents, successors, and assigns ("FPL"), a non-exclusive
easement forever for the construction, operation and maintenance of
overhead and underground electric utility facilities (including wires, poles,
guys, cables, conduits and appurtenant equipment) to be installed from time
to time; with the right to reconstruct, improve, add to, enlarge, change the
voltage as well as the size of, and remove such facilities or any of them within
an easement described as follows:
See Exhibit "A" ("Easement Area")
EXHIBIT B
Reserved for Circuit Ca
Together with the right to permit any other person, firm or corporation to attach wires to any facilities hereunder and lay cable
and conduit within the Easement Area and to operate the same for communications purposes' the right of ingress and egress
to the Easement Area at all times; the right to clear the land and keep it cleared of all trees, undergrowth and other obstructions
within the Easement Area; the right to trim and cut and keep trimmed and cut all dead, weak, leaning or dangerous trees or
limbs outside of the Easement Area, which might interfere with or fall upon the lines or systems of communications or power
transmission or distribution; and further grants, to the fullest extent the undersigned has the power to grant, if at all, the rights
hereinabove granted on the Easement Area heretofore described, over, along, under and across the roads, streets or highways
adjoining or through said Easement Area.
IN WITNESS WHEREOF, the undersigned has signed and sealed this instrument on , 20_.
Signed, sealed and delivered in the presence of:
(WitnessSignature)
Print Name:
(Witness)
Print Name:
(Witness' Signature)
(Witness)
Entity name
By:
Print Name:
Print Address:
STATE OF AND COUNTY OF . The foregoing instrument was acknowledged
before me this day of , 20 ., by , the
of a , who is
personally known to me or has produced as Identification, and who did (did not) take an oath.
(Type of identification)
My Commission Expires:
Notary Public, Signature
Print Name
Work Request No.
Sec., Twp _ S, Rge _ E
Parcel 1. D.
(Maintaned by County Appraiser)
EASEMENT
(INDIVIDUAL)
This Instrument Prepared By
Name:
Co. Name:
Address:
The undersigned, in consideration of the payment of $1.00 and other good
and valuable consideration, the adequacy and receipt of which is hereby
acknowledged, grant and give to Florida Power &Light Company, its affiliates,
licensees, agents, successors, and assigns ("FPL"), a non-exclusive
easement forever for the construction, operation and maintenance of
overhead and underground electric utility facilities (including wires, poles,
guys, cables, conduits and appurtenant equipment) to be installed from time
to time: with the right to reconstruct, improve, add to, enlarge, change the
voltage as well as the size of, and remove such facilities or any of them within
an easement described as follows:
See Exhibit "A" ("Easement Area")
EXHIBIT B
Reserved for Chcu{d Cnurl
Together with the right to permit any other person, firm, or corporation to attach wires to any facilities hereunder and lay cable
and conduit within the Easement Area and to operate the same for communications purposes' the right of ingress and egress
to the Easement Area at all times; the right to clear the land and keep it cleared of all trees, undergrowth and other obstructions
within the Easement Area; the right to trim and cut and keep trimmed and cut all dead, weak, leaning or dangerous trees or
limbs outside of the easement area which might interfere with or fall upon the lines or systems of communications or power
transmission or distribution; and further grants, to the fullest extent the undersigned haste power to grant, if at all, the rights
hereinabove granted on the Easement Area heretofore described, over, along, under and across the roads, streets or highways
adjoining or through said Easement Area.
IN WITNESS WHEREOF, the undersigned has signed and sealed this instrument on , 20.
Signed, sealed and delivered in the presence of:
(Witness' Signature)
(Witness)
Print Name:
fitness' S;gnature
Print Name:
(Witness)
By:
Print Name:
Print Address:
By:
Print Name:
Print Address:
STATE OF AND COUNTY OF . The foregoing instrument was acknowledged before me this
day of , 20_, by , and
who is (are) personally known to me or has (have) produced as identification, and who did (did not)
take an oath.
My Commission Expires:
(Type of Identification)
Notary Public, Signature
Print Name
EXHIBIT C
TO
NEW UNDERGROUND TRANSMISSION FACILITIES CONSTRUCTION AND
CONTRIBUTION AGREEMENT
PERMIT CONDITIONS/WORK RESTRICTIONS
EXHIBIT C
Permit Conditions/Restrictions
For Inclusion in the Downtown Infection Agreement
l . The City of Miami will not allow material and equipment to be staged within the City's
right-of-way. However, equipment such as but not limited to horizontal directional
drill equipment, cable installation equipment (pull rig, splice vans), excavators, and
cranes will remain at the worksite during the construction period. Also pipe will need
to be laid out and welded prior to installation and will need to be laid along the right-
of-way on rollers. In addition, the workers cannot park in the right-of-way while
working. Contractors will have to find off site areas to park their cars.
2. Approved working hours are from 8AM to 8PM, Monday through Friday. Approved
working hours for Saturdays are 9AM to 8PM. The City will approve variances to
work extended hours for special circumstances where work around the clock will be
required. This would include work on Sundays. Variances will be granted as long as
requested with at least two (2) business days' prior notice. The contractor shall use
reasonable efforts to commence work requiring extended hours early in the day to
avoid as much as practicable the necessity of working beyond 8PM and the necessity
of working on Sundays.
3. The contractor will meet Miami -Dade County and City of Miami noise ordinances;
however there will be special circumstances where the limits will be exceeded. Under
these special circumstances the City will grant variances to exceed the noise limits as
long as requested with at least two (2) business days' prior notice.
4. The City will grant (or not unreasonably withhold) permits for road closures as long
as requested with at least three (3) business days' prior notice.
5. Costs are contingent on FDOT approving lane closure of Bird Road to perform
horizontal directional drilling (HDD), pull pipe and cable into the Coconut Grove
substation.
6. Costs are contingent on DERM approving dewatering wells at all manhole locations
along the route.
7. M-Path bypass walkways have been estimated at 3 00-feet at each HDD site.
8. Since impacts to trees have not been finalized, FPL has included $500,000 for tree
removal, relocation, mitigation, etc. This cost will be adjusted up or down depending
on City's final requirements.
9. FPL has included $200,000 for Metro Dade inspectors during work within the MDT
right of way. This cost will be adjusted up or down depending on the County's final
requirements.
EXHIBIT D
TO
NEW UNDERGROUND TRANSMISSION FACILITIES CONSTRUCTION AND
CONTRIBUTION AGREEMENT
LIST OF CURRENTLY PENDING
APPLICABLE FPL REGULATORY PROCEEDINGS
EXHIBIT D
LIST OF CURRENTLY PENDING
FPL REGULATORY PROCEEDINGS*
Petition for exemption under Rule 25-22.082(18), F.A.C., from
issuing a request for proposals (RFPs) for modernization of the
Lauderdale Plant, by Florida Power & Light Company
Petition for approval of arrangement to mitigate unfavorable impact
of St. Johns River Power Park, by Florida Power & Light Company
Petition for approval of a new depreciation class and rate for energy
storage equipment, by Florida Power & Light Company
Petition for approval of revised customer security deposit tariff
sheets, by Florida Power & Light Company
Petition for approval of renewable energy tariff and standard offer
contract, by Florida Power & Light Company
Analysis of IOUs' hedging practices
Fuel and purchased power cost recovery clause with generating
performance incentive factor
Energy conservation cost recovery clause
Purchased gas adjustment (PGA) true -up
Natural gas conservation cost recovery
Environmental cost recovery clause
Petition for limited proceeding for recovery of incremental storm
restoration costs related to Hurricane Matthew by Florida Power &
Light Company
FPSC Docket:
170122-EI
FPSC Docket
170123-EI
FPSC Docket
170097-EI
FPSC Docket
170096-EI
FPSC Docket
170077-EQ
FPSC Docket
170057-EI
FPSC Docket
170001-EI
FPSC Docket
170002-EG
FPSC Docket
170003-GU
FPSC Docket
170004-GU
FPSC Docket
170007-EI
FPSC Docket
160251-EI
Application for authority to issue and sell securities during calendar
year 2017 and 2018 pursuant to Section 366.04, F.S., and Chapter
25-8, F.A.C., by Florida Power & Light Company
Petition for limited proceeding to modify and continue incentive
mechanism by Florida Power & Light Company
Petition for approval of 2016-2018 storm hardening plan, by Florida
Power & Light Company
2016 depreciation and dismantlement study by Florida Power &
Light Company
Petition for rate increase by Florida Power & Light Company
Status of Joint -Ownership of discussions associated with Florida
Power & Light's Turkey Point Units 6 and 7
Petition for issuance of a storm recovery financing order, by Florida
Power & Light Company
Industrial Wastewater Permit Renewal for the Turkey Point Cooling
Canals, Florida Department of Environmental Protection
FPSC Docket
1602.13-EI
FPSC Docket
160088-EI
FPSC Docket
160061-EI
FPSC Docket
160062-EI
FPSC Docket
160021-EI
FPSC Docket
080271-EI
FPSC Docket
060038
DEP IW WP
FL0001562
*This list is not an exhaustive list of FPL regulatory proceedings as of the Effective Date
and is provided for informational purposes only.
EXHIBIT E
TO
NEW UNDERGROUND TRANSMISSION FACILITIES CONSTRUCTION AND
CONTRIBUTION AGREEMENT
INSURANCE COVERAGE
EXHIBIT E
INSURANCE REQUIREMENTS FOR A CERTIFICATE OF
INSURANCE -DOWNTOWN INJECTION PROJECT
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
Products/Completed Operations $ 1,000,000
Personal and Advertising Injury $1,000,000
B. Endorsements Required
City of Miami listed as an Additional Insured
Contingent and Contractual Liability
Primary Insurance Clause Endorsement
Explosion, Collapse & Underground Hazard
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 listed as an Additional Insured
III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Employer's Liability
A. Limits of Liability
$1,000,000 for bodily injury caused by an accident, each accident.
$1,000,000 for bodily injury caused by disease, each employee
$1,000,000 for bodily injury caused by disease, policy limit
IV. Umbrella Liability
A. Limits of Liability
Each Occurrence $1,000,000
Policy Aggregate $1,000,000
City of Miami listed as an additional insured
Excess Form over all applicable liability policies
The above policies shall provide the City of Miami with written notice of
cancellation or material change from the insurer in accordance to policy provisions.
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.
FPL.
Evidence of Self -Insurance
July 06, 2017
City of Miami
444 SW 2nd Avenue
Miami, Florida 33130
RE: Self -Insurance Documentation for Florida Power & Light Company ("FPL")
To Whom It May Concern:
This letter confirms FPL's self -insured retention / self-insurance (together, the "Self -Insurance")
as requested from FPL by City of Miami as required in the Terms of Agreement for Coconut
Grove Injection Transmission Project (the "Agreement"). This Self -Insurance letter pertains only
to FPL's and/or its Contractors related to the work as described further in the Agreement. FPL
will maintain Self -Insurance for the following insurance coverage:
General Liability: $1,000,000 per occurrence and $2,000,000 general aggregate for Bodily
Injury and Property Damage.
Automobile Liability: $1,000,000 per occurrence combined single limit for Bodily Injury,
Property Damage for owned, hired, borrowed, leased and non -owned vehicles.
Workers' Compensation and Employers' Liability: with limits of not less than
$1,000,000.
Excess/Umbrella Liability: $1,000,000 per occurrence and aggregate for Bodily Injury and
Property Damage.
Certificate Holder and Additional Insured: City of Miami
FPL agrees to be responsible for risk of loss, or damage to the equipment or liability coverage
described per the terms of the Agreement with City of Miami.
For a copy of NextEra Energy, Inc.'s latest annual report as evidence of FPL's financial ability
to self -insure, please copy and paste the following link into your web browser:
http://www.nexteraenergy.com/investors/index.shtml.
Sincerely,
Grace Jenkins
Grace Jenkins
Principal Risk Management Analyst
700 Universe Blvd. Juno Beach, FL 33408
EXHIBIT F
TO
NEW UNDERGROUND TRANSMISSION FACILITIES CONSTRUCTION AND
CONTRIBUTION AGREEMENT
COCONUT GROVE INJECTION TRANSMISSION PROJECT AGREEMENT
TERMS OF AGREEMENT FOR
COCONUT GROVE INJECTION TRANSMISSION PROJECT
BETWEEN CITY OF MIAMI AND FLORIDA POWER & LIGHT COMPANY
THIS AGREEMENT FOR THE COCONUT GROVE INJECTION TRANSMISSION
PROJECT (hereinafter "Agreement"), is made and entered into on this 1 Q day of
Oc.7U+6t2 , 2017 by and between the City of Miami, Florida, a Florida municipal
corporation (hereinafter, the "City"), and Florida Power & Light Company, a Florida
corporation, (hereinafter, "FPL"). The Effective Date of this Agreement shall be the date of
execution by both parties and the Agreement shall terminate, in regards to the specific terms
of the Coconut Grove Injection Transmission Project, not later than five (5) years from the
effective date. The actions contemplated in Section IV of this Agreement shall terminate
solely by mutual writing of the parties.
I. EXISTING OVERHEAD DISTRIBUTION FEEDER LINE TO BE
PLACED UNDERGROUND
(a) As part of FPL's continuing efforts to harden its facilities, FPL will
underground the existing overhead distribution feeder line in the three block area along
Peacock Avenue, 38th Avenue and 37th Court from Metrorail north to the FPL Coconut
Grove Substation (the "Three Block Area"), at no cost to the City. The distribution feeder
in this area was scheduled to be hardened in 2019. Since there is a planned transmission
project in the area in 2017, FPL will accelerate the hardening of the feeder so as not to
impact customers in the area with construction twice. Because the feeder is in a high load
density area, it will be placed underground.
Page 1 of 9
(b) The City is responsible for securing the easements required for the
distribution feeder lines in the Three Block Area. The City shall use FPL's standard form
easement, a copy of which is attached as Exhibit A.
(c) The City is responsible for issuing all required City peiinits that comply
with all applicable federal, state, and local laws, rules, and regulations.
(d) Site restoration by FPL is limited to impacted areas. For clarity, if FPL has
to trench a portion of the street, it will restore the entire lane(s) that was affected. It is
further understood and acknowledged that the City shall contribute funds in an amount not
to exceed $75,000.00 for the repaving of the affected lane(s) within the Three Block Area.
(e) FPL will coordinate with the affected business owners within the Three
Block Area regarding the option to underground their respective individual service
connections at said business owners' cost or to maintain overhead individual service
connections.
(f) The City is responsible for the cost associated with the undergrounding of
existing facilities owned by third party attachers currently located on the existing poles in
the Three Block Area, including specifically the facilities of telephone, cable, and
telecommunications providers. It is the City's responsibility to facilitate and coordinate
the efforts of those providers.
(g) The City will execute FPL's standard City/County Right -of -Way
Agreement for Underground Conversions in connection with the undergrounding of the
Three Block Area, a copy of which is attached as Exhbit B.
Page 2 of 9
IL COCONUT GROVE INJECTION TRANSMISSION PROJECT
(a) Within 30 days after FPL's filing of a permit application that fully complies
with all federal, state, and local laws, rules, and regulations, the City will issue a permit
approving the installation of the Coconut Grove Injection transmission line to be installed
overhead by co -locating the new transmission line with the existing transmission line at
FPL's expense on a common pole line within the Three Block Area.
(b) The poles to be set on the south end of the project within Miami -Dade
Transit (`'MDT") right-of-way and the poles north of Bird Road which enter and connect to
the Coconut Grove Substation znay be single circuit poles. The new transmission line will
consist of new poles that will be no more than 100 feet in height from the ground. Before
filing the permit application, FPL will work with the City Public Works Department to
determine the appropriate pole locations.
(c) FPL will work with the City Public Works Depart rent, and any other
necessary agencies or departments, to determine appropriate locations for street lights
within the Three Block Area, should such be applicable.
III. INDEMNIFICATION/HOLD HARMLESS
The City shall in no way be liable or responsible for any accident or damage that
may occur in the construction, operation or maintenance by FPL of its facilities hereunder,
regardless of other easement agreements that may be or have been executed by the parties
to this Agreement without hold haiurless and indemnification provisions. FPL. shall
indemnify and defend the City and hold the City, its officials, employees and assigns,
harmless against any and all liability, loss, cost, damage, judDiient, decree, action, cause
Page 3 of 9
of action, claim, or expense which may accrue to the City by reason of the negligence,
default, omission, or misconduct of FPL, its contractors, or subcontractors, in the
installation, removal, relocation, sublease, construction, operation or maintenance of its
facilities hereunder.
W. UNDERGROUNDING OF FUTURE DISTRIBUTION FEEDER LINES IN
SPECIFIC AREAS
(a) FPL agrees to expand underground areas, such that future distribution
feeder lines in designated areas will be installed underground at FPL's expense. Areas to
be expanded require high load density (HLD). FPL has determined that the designated
areas (collectively, the "Specific Areas'') are the Miami Design District, Wynwood,
Midtown, and West Brickell. FPL shall underground future distribution feeder lines within
the Specific Areas that meet the HLD criteria, It is understood by the City that low load
demand locations within the Specific Areas which do not meet the HLD criteria, as
determined in FPL's sole discretion, are excluded. Maps of each Specific Area, along with
detailed boundary information of the Specific Areas are attached hereto as Composite
Exhibit C. The undergrounding of new distribution feeder lines will occur only as new
development and high load growth materialize in these areas.
(b) Areas with existing overhead facilities and low density areas within the
Specific Areas will remain with the same existing overhead facilities unless a specific
request to convert the overhead facilities to underground is made by the City or a customer,
and contributions in aid of construction are made, and the work is performed, in
accordance with applicable FPL tariffs on file with the Florida Public Service Commission.
The City or customer requesting the conversion shall be responsible for coordinating
Page 4 of 9
among FPL, developers, and City officials in connection with the permitting and securing
of easements on private property to accommodate the conversion to underground. The
City or customer requesting the conversion shall be responsible for securing the required
easements for FPL to relocate overhead facilities to underground, and for coordinating
with FPL customers to ensure individual electric service connections are converted to
underground at the customer's expense.
V. TERMLNATION FOR CAUSE
Failure on the part of a party to comply in any substantial respect with the
provisions of, or obligations of performance under, this Agreement shall be -grounds for
termination for cause by the aggrieved party, provided at least thirty (30) calendar days'
written notice and an opportunity to cure is provided by the aggrieved party. The other
party shall have said thirty (30) calendar day period to correct or cure the failure to comply
or perform; or shall have such longer period as is reasonably necessary to complete the
cure, provided the party has promptly and diligently undertaken efforts to cure. If said
party fails to correct or cure within the thirty (30) calendar days or such longer period as is
reasonably necessary, the aggrieved party may terminate this Agreement by written notice.
In the event of termination, each party reserves all rights and remedies available at law or in
equity under this Agreement.
VI. ENTIRE AGREENIENTIAIVIENDIVIENTS
(a) This Agreement. as it may be amended from tirne to time, represents the
entire and integrated agreement between the City and FPL with respect to the Coconut
Grove Injection Transmission Project and supersedes all prior negotiations, representations
Page 5 of 9
or agreements, written or oral, unless otherwise noted within this Agreement. This
Agreement may not be amended, changed, modified, or otherwise altered in any respect, at
any time after the execution hereof, except by a written document executed with the same
formality and equal dignity herewith. Waiver by either party of a breach of any provision
of this Agreement shall not be deemed to be a waiver of any other breach.
(b) No modification, amendment, or alteration in the terms or conditions
contained herein shall be effective unless contained in a written document prepared with
the same or similar foiurality as this Agreement and executed by the City Manager and
FPL.
VII. SEVERABILITY
In the event that any provision of this Agreement is determined by a Court of
competent jurisdiction to be illegal or unenforceable, then such unenforceable or unlawful
provision shall be excised from this Agreement, and the remainder of this Agreement shall
continue in full force and effect. Notwithstanding the foregoing, if the result of the deletion
of such provision will materially and adversely affect the rights of either party, such party
may elect, at its option, to terininate this Agreement in its entirety. An election to terminate
this Agreement based upon this provision shall be made within seven (7) days after the
fording by the court becomes final.
VIII. APPLICABLE LAW/VENUE
This Agreement shall be interpreted and construed in accordance with and governed
by the laws of the State of Florida. Any suit or action brought by any party, concerning this
Agreement, or arising out of this Agreement, shall be brought in Miami -Dade County,
Page 6 of 9
Florida. Each party shall bear its own attorney's fees except in actions arising out of FPL's
duties to indemnify the City under this Agreement where FPL shall pay the City's
reasonable attorney's fees.
LX. ADDITIONAL TERMS
(a) The City and FPL acknowledge that by entering into this agreement, the
City shall not waive and, in all respects, reserves any and all rights it may have to enforce
and otherwise compel the terms and conditions of the agreement the City executed with
FPL during the proceedings concerning the licensing of FPL's nuclear reactors No. 6 and
No. 7. The City and FPL. further acknowledge and agree that FPL's voluntary stipulation
made in State of Florida Division of Adminsitrative Hearings Case No. 09-357 SEPP,
found at Hearing Transcript Volume XIV, pages 1938 (lines 20-25) and 1939 (lines 1-10)
remains in effect. Further, the issuance of any permit or permits by the City in connection
with the Coconut Grove Injection Transmission Project shall not be construed as a waiver
of any rights or legal arguments of the City in any pending matters related to the Turkey
Point 6 & 7 Project and/or the Davis -Miami transmission line,
(b) The City and FPL acknowledge that they continue to discuss a potential
resolution to a separate FPL transmission project, the Downtown Injection Project. FPL
acknowledges receipt from the City of $250,000.00 as the fee for an engineering study to
be performed by FPL in relation to the Downtown Injection Project. Pursuant to FPL
tariffs, the fee for the engineering study shall be applied to the City's contribution in aid of
construction should the Downtown Injection Project be constructed. If the City and FPL,
after good faith negotiations, are unable to reach an agreement on the Downtown Injection
Page 7 of 9
Project, in part or in whole, because the binding cost estimate for the Downtown Injection
Project exceeds $27 million, FPL shall reimburse/credit the City the $250,000.00
engineering study fee upon written notice that the parties shall not be able to enter into an
agreement. FPL shall reimburse/credit the City within forty-five (45) days of receiving the
written notice.
(c) FPL or its Contractor(s) shall, at all times during the term hereof, maintain
such insurance coverage(s) as may be required by the City. The insurance coverage(s)
required as of the Effective Date of this Agreement are attached hereto as Exhibit D. FPL
or its Contractor(s) shall add the City of Miami as an additional insured to its commercial
general liability, and auto liability policies, and as a named certificate holder on all
policies. FPL or its Contractor(s) shall correct any insurance certificates as requested by
the City's Risk Management Administrator. All such insurance, including renewals, shall
be subject to the approval of the City for adequacy of protection and evidence of such
coverage(s) and shall be furnished to the City Risk Management Administrator on
Certificates of Insurance indicating such insurance to be in force and effect and any
cancelled or non -renewed policy will be replaced with no coverage gap and a current
Certificate of Insurance will be provided. Completed Certificates of Insurance shall be
filed with the City prior to the performance of Services hereunder, provided, however, that
Contractor shall at any time upon request file duplicate copies of the Certificate of
Insurance with the City.
Page 8 of 9
FLODA POWER &LIGHT C ANY
Pamela M. Rauch
VP External Affairs/Economic Development
CITY OF NHAMI, FLORIDA
ATTEST:
Todd B. Hannon
City Clerk
APPROVED A FORM AND
CORRECTN S:
toria Mendez
Attoi`ney
Daniel J. Alf
City Manager
APPROV
REQUIRMEN
Ann-M. Sharpe, director
Departm; nt of Risk anagement
Page 9 of 9
Exhibit A
Work Request No. —�
Sec._, Twp _ S, Rge _ E
Parcel I.D.
(Maintained by County Appraiser)
UNDERGROUND EASEMENT
(BUSINESS)
This instrument Prepared By
Name:
Co. Name:
Address:
The undersigned, in consideration of the payment of $1.00 and other good
and valuable consideration, the adequacy and receipt of which is hereby
acknowledged, grant and give to Florida Power & Light Company, its affiliates,
licensees, agents, successors, and assigns ("FPL"), a non-exclusive
easement forever for the construction, operation and maintenance of
underground electric utility facilities (including cables, conduits, appurtenant
equipment, and appurtenant above -ground equipment) to be installed from
time to time; with the right to reconstruct, improve, add to, enlarge, change the
voltage as well as the size of, and remove such facilities or any of them within
an easement described as follows:
See Exhibit "A" ("Easement Area")
Reserved for Circuit Court
Together with the right to permit any other person, firm, or corporation to attach or place wires to or within any facilities
hereunder and lay cable and conduit within the Easement Area and to operate the same for communications purposes; the
right of ingress and egress to the Easement Area at all times; the right to clear the land and keep it cleared of all trees,
undergrowth and other obstructions within the Easement Area; the right to trim and cut and keep trimmed and cut all dead,
weak, leaning or dangerous trees or limbs outside of the Easement Area, which might interfere with or fall upon the lines or
systems of communications or power transmission or distribution; and further grants, to the fullest extent the undersigned has
the power to grant, if at all, the rights hereinabove granted on the Easement Area, over, along, under and across the roads,
streets or highways adjoining or through said Easement Area.
IN WITNESS WHEREOF, the undersigned has signed and sealed this instrument on , 20,
Signed, sealed and delivered in the presence of:
(WitnessSignature)
(Witness)
Print Name:
(Witness Signature)
Print Name:
(Witness)
Entity Name
By:
Print Name:
Print Address:
STATE OF AND COUNTY OF . The foregoing instrument was acknowledged
before me this day of , 20_, by , the
of a , who is
personally known to me or has produced as identification, and who did (did not) take an oath.
(Type of Identification)
My Commission Expires:
Notary Public, Signature
Print Name
Work Request No,
Sec._, Twp _ S, Rge _ E
Parcel I. D,
(Maintained by County Appraiser)
UNDERGROUND EASEMENT
(INDIVIDUAL)
Instrument Prepared y
Name:
Co. Name:
Address:
The undersigned, in consideration of the payment of $1.00 and other good
and valuable consideration, the adequacy and receipt of which is hereby
acknowledged, grant and give to Florida Power & Light Company, its affiliates,
licensees, agents, successors, and assigns (`"FPL"), a non-exclusive
easement forever for the construction, operation and maintenance of
underground electric utility facilities (including cables, conduits, appurtenant
equipment, and appurtenant above ground equipment) to be installed from
time to time; with the right to reconstruct, improve, add to, enlarge, change the
voltage as well as the size of, and remove such facilities or any of them within
an easement described as follows:
See Exhibit "A" ("Easement Area")
Reserved for Circuit Cast
Together with the right to permit any other person, firm, or corporation to attach or place wires to or within any facilities
hereunder and lay cable and conduit within the Easement Area and to operate the same for communications purposes; the
right of ingress and egress to the Easement Area at all times; the right to clear the land and keep it cleared of all trees,
undergrowth and other obstructions within the Easement Area; the right to trim and cut and keep trimmed and cut all dead,
weak, leaning or dangerous trees or limbs outside of the Easement Area, which might interfere with or fall upon the lines or
systems of communications or power transmission or distribution; and further grants, to the fullest extent the undersigned has
the power to grant, if at all, the rights hereinabove granted on the Easement Area, over, along, under and across the roads,
streets or highways adjoining or through said Easement Area.
IN WITNESS WHEREOF, the undersigned has signed and sealed this instrument on , 20,
Signed, sealed and delivered in the presence of:
(Witness' Signature)
Print Name:
(Witness)
Print Name:
(Witnesssignature)
(Witness)
By:
Print Name:
Print Address:
By:
Print Name:
Print Address:
STATE OF AND COUNTY OF . The foregoing instrument was acknowledged before me this
day of , 20_, by , and
who is (are) personally known to me or has (have) produced as identification, and who did (did not)
take an oath. (Type of identification)
My Commission Expires:
Notary Public, Signature
Print Naive
Work Request No. EASEMENT
Sec._, Twp_S, Rge E (BUSINESS)
This instrument Prepared By
Parcel I.D. Name:
(Maintained by County Appraiser) Co Name:
Address:
The undersigned, in consideration of the payment of $1.00 and other good
and valuable consideration, the adequacy and receipt of which is hereby
acknowledged, grant and give to Florida Power & Light Company, its affiliates,
licensees, agents, successors, and assigns ("FPL"), a non-exclusive
easement forever for the construction, operation and maintenance of
overhead and underground electric utility facilities (including wires, poles,
guys, cables, conduits and appurtenant equipment) to be installed from time
to time; with the right to reconstruct, improve, add to, enlarge, change the
voltage as well as the size of, and remove such facilities or any of them within
an easement described as follows:
See Exhibit "A" ("Easement Area")
Reserved for Circuit Court
Together with the right to permit any other person, firm, or corporation to attach wires to any facilities hereunder and lay cable
and conduit within the Easement Area and to operate the same for communications purposes' the right of ingress and egress
to the Easement Area at all times; the right to clear the land and keep it cleared of all trees, undergrowth and other obstructions
within the Easement Area; the right to trim and cut and keep trimmed and cut all dead, weak, leaning or dangerous trees or
limbs outside of the Easement Area, which might interfere with or fall upon the lines or systems of communications or power
transmission or distribution; and further grants, to the fullest extent the undersigned has the power to grant, if at all, the rights
hereinabove granted on the Easement Area heretofore described,, over, along, under and across the roads, streets or highways
adjoining or through said Easement Area.
IN WITNESS WHEREOF, the undersigned has signed and sealed this instrument on , 20 .
Signed, sealed and delivered in the presence of:
Print Name:
(WitnessSignature)
(Witness)
Print Name:
(Witness' Signature)
(Witness)
Entity name
By:
Print Name:
Print Address:
STATE OF AND COUNTY OF . The foregoing instrument was acknowledged
before me this day of , 20, by , the
of a , who is
personally known to me or has produced as identification, and who did (did not) take an oath.
(Type of Identification)
My Commission Expires:
Notary Public, Signature
Print Name
Work Request No.
Sec._, Twp _ S, Rge E
Parcel I. D.
(Maintained by County Appraiser)
EASEMENT
(INDIVIDUAL)
This Instrument Prepared By
Name:
Co. Name:
Address:
The undersigned, in consideration of the payment of $1,00 and other good
and valuable consideration, the adequacy and receipt of which is hereby
acknowledged, grant and give to Florida Power & Light Company, its affiliates,
licensees, agents, successors, and assigns ("FPL"), a non-exclusive
easement forever for the construction, operation and maintenance of
overhead and underground electric utility facilities (including wires, poles,
guys, cables, conduits and appurtenant equipment) to be installed from time
to time; with the right to reconstruct, improve, add to, enlarge, change the
voltage as well as the size of, and remove such facilities or any of them within
an easement described as follows:
See Exhibit "A" ("Easement Area")
Reserved rar Circuit Coon
Together with the right to permit any other person, firm, or corporation to attach wires to any facilities hereunder and lay cable
and conduit within the Easement Area and to operate the same for communications purposes; the right of ingress and egress
to the Easement Area at all times; the right to clear the land and keep it cleared of all trees, undergrowth and other obstructions
within the Easement Area; the right to trim and cut and keep trimmed and cut all dead, weak, leaning or dangerous trees or
limbs outside of the easement area which might interfere with or fall upon the lines or systems of communications or power
transmission or distribution; and further grants, to the fullest extent the undersigned has the power to grant, if at all, the rights
hereinabove granted on the Easement Area heretofore described, over, along, under and across the roads, streets or highways
adjoining or through said Easement Area.
IN WITNESS WHEREOF, the undersigned has signed and sealed this instrument on , 20_,
Signed, sealed and delivered in the presence of:
Print Name:
(WitnessSignature)
(Witness)
Print Name:
(Witness' Signature)
(Witness)
By:
Print Name:
Print Address:
By:
Print Name:
Print Address:
STATE OF AND COUNTY OF . The foregoing instrument was acknowledged before me this
day of , 20, by , and
who is (are) personally known to me or has (have) produced as identification, and who did (did not)
take an oath. (Type of Identification)
My Commission Expires:
Notary Public, Signature
Print Name
EXHIBIT B
CITY/COUNTY RIGHT-OF-WAY
AGREEMENT FOR UNDERGROUND CONVERSIONS
THIS AGREEMENT (the "Agreement") is made and entered into this day of
, 20 by and between ("Local
Government"), a Florida municipal corporation or county with an address of
and Florida Power & Light Company ("FPL"), a
Florida corporation with an address of P.O. Box 14000, 700 Universe Boulevard, Juno
Beach, FL 33408-0429.
WHEREAS, Local Government has requested that FPL convert certain overhead
electric distribution facilities located within the following boundaries (the "Conversion"):
(collectively, the "Existing Overhead Facilities") to underground facilities, including
transformers, switch cabinets and other appurtenant facilities some of which may be
installed above ground (collectively, the "Underground Facilities") and has further
requested that certain of the Underground Facilities be placed in certain of its road rights -
of -way ("Local Government ROW") and/or certain road rights -of -way owned by or
under the jurisdiction of other agencies ("Other ROW"). Local Government ROW and
Other ROW may be referred to collectively as "ROW"; and
WHEREAS, as part of FPL's continuing efforts to harden is facilities, FPL will
convert the Existing Overhead Facilities at no cost to the City; and
WHEREAS, FPL is willing, subject to the terms and conditions set forth in this
Agreement, FPL's electric tariff and Section 25-6.115 of the Florida Administrative
Code, to place certain of the Underground Facilities in the ROW. It is expressly
acknowledged, however, that the City is not required to pay a contribution in aid of
construction for the subject Conversion.
NOW THEREFORE, in recognition of the foregoing premises and the covenants
and agreements set forth herein, and other consideration the sufficiency of which is
hereby acknowledged, intending to be legally bound hereby, the parties covenant and
agree as follows:
1. The foregoing recitals are true and correct, and are hereby incorporated by
reference into this Agreement.
Page 1 of 6
2. Conditions Precedent to Placement of Underground Facilities in
ROW
(a) Local Government covenants, represents and warrants that:
(i) Local Government has full legal right and authority to enter into
this Agreement;
(ii) Local Government has fall legal right and authority to take all
actions and measures necessary to fulfill Local Government's
obligations under this Agreement;
(iii) Local Government hereby authorizes the use of the ROW by FPL
for the purposes stated herein.
(b) All applicable permits for FPL to install, construct, or maintain Underground
Facilities in ROW must be issued on a timely basis by the appropriate agency,
subject to the timely filing for permits by FPL.
(c) Local Government agrees to provide, at its expense, a legal description that is
acceptable to FPL of the ROW to be occupied by the Underground Facilities
at a time before FPL initiates the design of the Underground Facilities. Said
legal description shall be made part of this Agreement and attached as Exhibit
"A"
(d) FPL warrants that the design of the Underground Facilities to which Local
Government has agreed are in compliance with all operational and safety
guidelines, codes and standards. FPL and Local Government have mutually
agreed upon the location of the facilities within the ROW as per the
construction drawings. Said construction drawings shall be attached as
Exhibit "B" to this agreement, are part of this agreement, and may be
amended to reflect changes to location of facilities as required.
3. Relocation and Rearrangement of FPL Facilities. If the Local
Government or other agency with control over the Local Government ROW or Other
ROW, for any reason whatsoever, requires that FPL relocate or rearrange, in whole or in
part, any Underground Facilities (as they are to exist as a result of this Conversion, or as
they may later be modified, upgraded, or otherwise altered) from or within the Local
Government ROW or Other ROW, the Local Government, notwithstanding any language
to the contrary in any applicable permit or franchise agreement, and prior to any such
relocation by FPL, shall provide FPL with a substitute location, satisfactory to FPL,
obtain any easements that may be necessary, and shall pay FPL for the costs of any such
relocation, adjustment or rearrangement, now or in the future. Local Government shall
reimburse FPL for all costs to locate, expose, protect or support the Underground
Facilities, whether underground or above ground, in the event of future construction or
excavation in close proximity to the Underground Facilities, when such services are
required by Local Government or other agency with control over the Local Government
ROW or Other ROW Local Government shall use its best efforts in any design and
construction of its future road improvement projects to avoid or mitigate the necessity of
relocating or adjusting the Underground Facilities in Local Government ROW and, to
the extent reasonably practicable, in Other ROW.
Page 2of6
Local Government shall only be responsible for relocation costs associated with
replacement facilities conforming to FPL standards in effect at the time of relocation,
Any costs associated with the replacement facilities to provide increased capacity,
improved reliability, future use facilities, or other such enhancements over and above the
FPL standards in effect at the time of the relocation shall not be the responsibility of
Local Government,
Nothing herein shall preclude Local Government from obtaining reimbursement
for any and all costs requiring FPL to relocate or rearrange any of its Underground
Facilities from that entity which initiated the requirement for the relocation or
rearrangement of the facilities, excluding only other agencies which own or have
jurisdiction over the ROW.
FPL shall be responsible for any and all costs of removal or relocation when such
removal or relocation is initiated by FPL. Additionally, FPL agrees that when any
portion of a street is excavated by FPL in the location, relocation or repair of any of its
facilities when said location, relocation or repair is initiated by FPL, the portion of the
street so excavated shall, within a reasonable time and as early as practical after such
excavation, be replaced by FPL at its expense in a condition as good as it was at the time
of such excavation.
4. Abandonment or Sale of Local Government ROW. If the Local
Government desires to subsequently abandon or discontinue use of the Local Government
ROW, and ownership of the land is transferred to a private party, the Local Government,
as a condition of and prior to any such sale, abandonment, or vacation, shall grant
FPL an easement satisfactory to FPL for the Underground Facilities then existing
within the ROW or require the transferee to so grant FPL an easement satisfactory to
FPL at the time of transfer. If ownership of the Local Government ROW is transferred
to another public entity, that public entity shall take the ROW subject to the terms and
conditions of this Agreement.
5. Term. This Agreement shall remain in effect for as long as FPL or any
successor or assign owns or operates the Underground Facilities placed in the ROW.
6. Title and Ownership of Underground Facilities. Title and ownership of
Underground Facilities installed by FPL as a result of this Agreement shall, at all times,
remain the property of FPL.
7. Conversion Outside ROW. In the event that the FPL Underground
Facilities are not, for any reason other than the sole error of FPL or its contractors,
constructed within the ROW, Local Government shall grant or secure, at Local
Government's sole cost and expense, new easements or ROW grants for the benefit of
FPL for the placement of the Underground Facilities in these areas, and shall secure
subordinations of any mortgages affecting these tracts to the interest of FPL. In the
alternative, at the discretion of Local Government, Local Government shall reimburse
Page 3 of 6
FPL for all costs incurred to remove said facilities which were constructed outside the
ROW and for reinstallation within the ROW. FPL shall be responsible at completion of
construction for notifying Local Goverment in writing of FPL's approval and
acceptance of the conversion as being constructed within the ROW. Upon acceptance
there shall be no further responsibility on the Local Government for relocations
referenced in this paragraph.
8. Agreement Subject to FPL's Electric. Tariff. This Agreement is subject
to FPL's electric tariff, including but not limited to the general rules and regulations for
electric service and the rules of the Florida Public Service Commission. It is expressly
acknowledged, however, that the City is not required to pay a contribution in aid of
construction for the subject Conversion, since this area is part of a feeder line to be
hardened.
9. Venue; Waiver of Jury Trial. This Agreement shall be enforceable in
Miami -Dade County, Florida, and if legal action is necessary by either party with respect
to the enforcement of any or all of the terms or conditions herein, exclusive venue for the
enforcement of same shall lie in Miami -Dade County, Florida. By entering into this
Agreement, FPL and the Local Government expressly waive any rights either party may
have to a trial by jury of any civil litigation related to or arising out of this Agreement.
This Agreement shall be construed in accordance with the laws of the State of Florida.
10, Attorney Fees. In the event it becomes necessary for either party to
institute or defend legal proceedings as a result of the failure of the other party to comply
with the terms, covenants, or provisions of this Agreement, each party in such litigation
shall bear its own cost and expenses incurred and extended in connection therewith_
including, but not limited to attorneys' fees and court costs through all trial and appellate
levels.
11. Assignment. The Local Government shall not assign this Agreement
without the written consent of FPL
12. Recording. This Agreement shall be adopted by the Local
Government and maintained in the official records of Local Government for the
duration of the term of this Agreement. This Agreement also shall be recorded in
the Official Records of the County in which the Underground Facilities are located,
in the place and in the manner in which deeds are typically recorded.
13. Conflict between Terms of Permit or Franchise Agreement. In the
event of a conflict between the terms of this Agreement and any permit or franchise
agreement entered into by Local Government and FPL, the terms of this Agreement shall
control.
14. Notice. Any notice, instruction or other communication to be given to
either party hereunder shall be in writing and shall be hand delivered, telecopied, sent by
Page 4 of 6
Federal Express or a comparable oveniight service or by U. S. registered or certified mail,
with return receipt requested and postage prepaid to each party at their respective
addresses set forth below:
As to Local Government:
With copies to:
As to FPL:
Page 5 of 6
IN WITNESS WHEREOF, Florida Power & Light Company and Local
Government have executed this Agreement on the date first set forth above.
For LOCAL GOVERNMENT:
By:
(signature)
Name:
(print or type)
Title:
(print or type)
By:
(signature)
Name:
Title:
(print or type)
(print or type)
Approved as to Terms and Conditions:
(signatw. e/title)
Approved as to Form and Legal Sufficiency:
(signature/title)
For FLORIDA POWER & LIGHT COMPANY
By:
(signature)
Name:
(print or type)
Title:
(print or type)
Page6of6
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xhi
INSURANCE REQUIREMENTS FOR A CERTIFICATE OF
INSURANCE -COCONUT GROVE INJECTION TRANSMISSION
PROJECT
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
Products/Completed Operations $ 1,000,000
Personal and Advertising Injury $1,000,000
B. Endorsements Required
City of Miami listed as an Additional Insured
Contingent and Contractual Liability
Primary Insurance Clause Endorsement
Explosion, Collapse & Underground Hazard
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
Endorsements Required
City of Miami listed as an Additional Insured
III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Employer's Liability
A. Limits of Liability
$1,000,000 for bodily injury caused by an accident, each accident.
$1,000,000 for bodily injury caused by disease, each employee
$1,000,000 for bodily injury caused by disease, policy limit
IV. Umbrella Liability
A. Limits of Liability
Each Occurrence $1,000,000
Policy Aggregate $1,000,000
City of Miami listed as an additional insured
Excess Form over all applicable liability policies
The above policies shall provide the City of Miami with written notice of
cancellation or material change from the insurer in accordance to policy provisions.
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.
FPL.
Evidence of Self -Insurance
July 06, 2017
City of Miami
444 SW 2nd Avenue
Miami, Florida 33130
RE: Self -Insurance Documentation for Florida Power & Light Company ("FPL")
To Whom It May Concern:
This letter confirms FPL's self -insured retention / self-insurance (together, the "Self -Insurance")
as requested from FPL by City of Miami as required in the Terms of Agreement for Coconut
Grove Injection Transmission Project (the "Agreement"). This Self -Insurance letter pertains only
to FPL's and/or its Contractors related to the work as described further in the Agreement. FPL
will maintain Self -Insurance for the following insurance coverage:
General Liability: $1,000,000 per occurrence and $2,000,000 general aggregate for Bodily
Injury and Property Damage.
Automobile Liability: $1,000,000 per occurrence combined single limit for Bodily Injury,
Property Damage for owned, hired, borrowed, leased and non -owned vehicles.
Workers' Compensation and Employers' Liability: with limits of not less than
S1,000,000.
Excess/Umbrella Liability: S1,000,000 per occurrence and aggregate for Bodily Injury and
Property Damage.
Certificate Holder and Additional Insured: City of Miami
FPL agrees to be responsible for risk of loss, or damage to the equipment or liability coverage
described per the terms of the Agreement with City of Miami.
For a copy of NextEra Energy, Inc.'s latest annual report as evidence of FPL's financial ability
to self -insure, please copy and paste the following link into your web browser:
http://www.next eraener v.com/inves to rs/i ndex .shtml.
Sincerely,
'race Jenk ns
Grace Jenkins
Principal Risk Management Analyst
700 Universe Blvd, Juno Beach, FL 33408