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HomeMy WebLinkAbout23209AGREEMENT INFORMATION AGREEMENT NUMBER 23209 NAME/TYPE OF AGREEMENT MIAMI PARKING AUTHORITY DESCRIPTION FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT / BRICKELL ENERGY, INC EFFECTIVE DATE July 16, 2020. ATTESTED BY NO SIGNATURE REQUIRED ATTESTED DATE NO SIGNATURE REQUIRED DATE RECEIVED FROM ISSUING DEPT. 7/28/2020 NOTE ,25.0q Zia JUL 28 AM 9: �' S tFFt� OF T CITY CL .r CITY Gr F IAt'tt 40 N.W. Third Street, Suite 1103 Miami, FI 33128 MIAMI PARKING AUTHORITY Phone (305) 373-6789 Fax (305) 371-9451 www.miamiparking.com TO: City of Miami, City Clerk's Office FROM: Miami Parking Authority SUBJECT: Miami Parking Authority First Amendment to Professional Services Agreement — Brickell Energy, Inc. DATE: 7/20/2020 Please find attached the executed Miami Parking Authority First Amendment to Electric Car Charging Stations and Electric Vehicle Supply Equipment Professional Services Agreement between Miami Parking Authority and Brickell Energy, Inc. If you have any questions, please feel free to contact us at (305)373-6789 ext. 227. MIAMI PARKING AUTHORITY FIRST AMENDMENT TO ELECTRIC CAR CHARGING STATIONS AND ELECTRIC VEHICLE SUPPLY EQUIPMENT (EVSE) PROFESSIONAL SERVICES AGREEMENT (RFP No. 18-04) THIS FIRST AMENDMENT TO ELECTRIC CAR CHARGING STATIONS AND ELECTRIC VEHICLE SUPPLY EQUIPMENT (EVSE) PROFESSIONAL SERVICES AGREEMENT ("First Amendment") is made and entered into this V) day of �Ui 2020, by and between the Department of Off -Street Parking, a/k/a the Miami PLrking Authority, an agency and instrumentality of the City of Miami ("City"), located at 40 NW 3rd Street, Suite 1103, Miami, Florida 33128 ("MPA"), and Brickell Energy, Inc., a for -profit corporation registered and authorized to do business in the State of Florida, having its principal business address at 1951 NW 7th Avenue, Suite 600, Miami, Florida 33136 ("Contractor"). The MPA and Contractor shall collectively be referred to as the "Parties", and each may individually be referred to as a "Party". RECITALS WHEREAS, on March 8, 2018, the MPA advertised Request for Proposal Electric Car Charging Stations and Electric Vehicle Supply Equipment (EVSE) for Miami Parking Authority RFP 18-04 ("RFP"), for the design, supply, installation, and management of electric car charging stations and electric vehicle supply equipment (EVSE) at locations designated by the MPA, in accordance with the terms, conditions and specifications contained in the RFP (collectively referred to herein as "Services"); and WHEREAS, at a duly noticed public meeting held on July 30, 2018, the MPA Board of Directors ("MPA Board") approved the selection of Contractor and authorized the MPA Chief Executive Officer ("CEO") to negotiate and execute an agreement for the provision of Services, in accordance with the RFP; and WHEREAS, on February 4, 2019, the MPA and Contractor entered into that certain Electric Car Charging Stations and Electric Vehicle Supply Equipment (EVSE) Professional Services Agreement for a Term of five (5) years, with an additional three (3) options to renew on a yearly basis ("Agreement"); and WHEREAS, the RFP and the Agreement always contemplated the inclusion of Services to specified parking facilities at Jackson Memorial Hospital owned by the Public Health Trust of Miami -Dade County ("PHT"), and which are operated, maintained and managed by the MPA ("JMH Facilities"); and WHEREAS, the Parties desire to include Services to designated JMH Facilities with the written consent from PHT, pursuant to that certain Management Agreement entered into on March 3, 2015 between PHT and the MPA, as amended by Amendment No. 1 dated May 31, 2016, by the Second Amendment dated July 31, 2017, and by the Third Amendment dated June 29, 2018 (collectively referred hereto as the "PHT Agreement"); and WHEREAS, pursuant to Section 6.14, 9.1 and Section 24.6, the Agreement may be Brickell Energy — 1st Amendment to PSA (RCG) Page 1 of 4 amended only when in writing and executed by authorized representatives of the Parties; and WHEREAS, pursuant to Section 4.5 of the Agreement, the CEO is authorized to negotiate and execute all documents, including any amendments, extensions, and modifications, without the necessity of subsequent MPA Board approval; and WHEREAS, the CEO has determined that it is in the MPA's best interests to execute this First Amendment with Contractor for the provision of Services at JMH Facilities, on behalf of the PHT. NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein and other good and valuable consideration, the Parties hereto agree as follows: 1. Contractor agrees that prior to the commencement of Services, written consent from the PHT has first been obtained by the MPA. 2. Contractor agrees to provide Services to the JMH Facility located at Jackson Memorial Hospital, Park Plaza West Garage, 1611 NW 12th Avenue, Miami, FL in accordance with the terms and conditions stated in Contractor's Scope of Work (attached and incorporated herein as "Exhibit A"). 3. Contractor agrees that Services shall be pursued on schedule, diligently and uninterrupted at a rate of progress which will ensure full completion within the agreed Detailed Installation Schedule for EV Charging Stations (attached and incorporated herein as "Exhibit B"). 4. The Parties agree to the Cost provisions (i.e., Upfront Costs, Operational Costs, Revenue Sharing schedule, Charging Revenue, Time Parking Revenue, and ancillary revenue source) stated in Contractor's Scope of Work (attached and incorporated herein as "Exhibit A"). 5. Contractor agrees to include the PHT as one of the "Indemnitees" to the same extent as provided under Article 18, PHT Agreement. 6. Prior to commencing Services, Contractor agrees to furnish a certificate of insurance which shall list the MPA, the City of Miami and the PHT as "Additional Insureds" to the same extent and minimum coverage amounts as provided under Article 19, Agreement. 7. The Parties agree that this First Amendment is subordinate to all applicable terms and conditions of the PHT Agreement, as may be amended, renewed or extended from time to time. The PHT Agreement is attached hereto as "Exhibit C". 8. Assignment of Agreement to PHT. In the event the PHT Agreement is cancelled or terminated, it is the intent of the Parties to allow for the assignment of this First Amendment from the MPA to the PHT, in order to continue the rendition of Services without interruption by Contractor to JMH Facilities. 9. No modification or amendment hereto shall be valid unless in writing and executed by • Brickell Energy — 1st Amendment to PSA (RCG) Page 2 of 4 properly authorized representatives of the Parties. The CEO is hereby authorized to negotiate and execute subsequent amendments to the Agreement without the necessity of MPA Board approval. 10. This First Amendment shall be binding upon the Parties hereto, their successors in interest, heirs, executors, assigns and personal representatives. 11. All other terms of the Agreement which have not been modified by this First. Amendment, shall remain in full force and effect. 12. This First Amendment may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. [The remainder of this page is intentionally left blank.] Brickell Energy — 1" Amendment to PSA (RCG) Page 3 of 4 IN -WITNESS WHEREOF, the Parties have executed this First Amend►nent. by their respective proper officers duly authorized the day and year first written above. - ATTEST: Briekell Energy, Inc., a - Florida for -profit corporation, "Contractor": B // :C i i" �. By: Print Name: k/l c ke & i (7 ?, ( d ► Print Name: • eja ro. Burgana Title: 5 ze5 Mav -Ar Title: President ATTEST: Witness for MPA: L.By: ) Department of Off -Street Parking . a/k/a Miami Parking Authority, agency and instrumentality of the City. of Miami, "MPA":. By: Print Name: ,,� 1 t Print Name: Alejandra Argudin Title ) Ycltrf.14( Title: Chief Executive officer APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: By: ge22 L. 7y e9/6/8 By: Victoriandez, Esq. Ann -Marie Sharpe City Attorney Risk Management Director Brickell Energy —13' Amendment to PSA (RCG) Page 4 of 4 I CI) BrickellEnergy Scope of Work, Operational Costs and Revenue Schedule for planned EV chargers at Jackson Memorial Hospital Garage December 10, 2019 Park Plaza West Garage 1611 NW 12th Avenue Miami, FL 33136 Scope of Work: Based on the November 20, 2019 site survey and discussions with Victor Rosario and Yulissa Fontanez, we have agreed that the ideal location for four EV charging ports will be the SW corner of the first parking level (2nd floor) at the top of the access ramp into the garage. Two spaces will be on the South facing side of the corner and two spaces on the West facing side - see attached Exhibit. The scope of work includes the supply and installation of two (2) dual port charging stations for this Park Plaza West Garage. It also includes permitted electrical installation, charging station activation, striping & signage and charging station management & operation for the Term of the Agreement. The Term shall commence on the date the stations are activated and placed into service per Article 4 of the MPA Professional Services Agreement. We propose to source power from high voltage panel NHB6, supply a 45 kva step down transformer and add a dedicated sub -panel for the charging stations. As with station locations that are already installed & operational_under the executed Agreement with Miami Parking Authority, there will be no cost for this JMH location. BrickellEnergy COSTS Upfront costs: ZERO -The Charging -as -a -Service program includes all permitted make ready electrical infrastructure work, EVSE hardware, installation, network service, warranty, striping and signage at no cost for the Term of Agreement (Term begins date the stations are activated & placed into service). Operational costs: The only operational cost is the cost of electricity, which is fully covered by the revenue sharing plan for the Charging Revenue: Average electricity cost is $0.11/kWh, Charging Rate is $0.315/kWh, 35% of Charging Rate is $0.11/kWh. Therefore, the total operational cost is also zero to JMH. Revenue Sharing: (expressed as percentages (%) of Total Revenue). REVENUE ITEM Total JMH Share Brickell Energy Share Charging Revenue 100% 35% 65% Time Parking Revenue 100% 40% 60% Advertising Revenue 100% 50% 50% Charging Revenue (main source): The charging stations bill EV drivers for charging sessions at the reference rate of $0.315/kWh. Payments are made directly by swiping a smart phone app, chip credit card or RFID card. Time Parking Revenue (ancillary revenue source): Once an EV is fully charged, the EV driver receives a series of text alerts requesting that they move their vehicle to make room for other EV drivers. If they do BrickellEnergy not remove their vehicle, they are billed Time Parking or Idle Time Charges. These charges oscillate between $3 and $4 per hour. Branding and Advertising Revenue (ancillary revenue source): The CT4000 charging stations are designed to display up to 60 seconds of video advertising and can display branding on the front and back covers of the units, as well as on the protective bollards and related signage. RFP 1804 - ELECTRIC CAR CHARGING STATIONS AND ELECTRIC VEHICLE SUPPLY EQUIPMENT (EVSE) FOR MPA Detailed Installation Schedule for EV Charging Stations Phase / Locations Engineering 15-Jun 22-Jun 29-Jun 6-Jul 13-Jul 20-Jul 27-Jul 3-Aug 10-Aug 17-Aug 24-Aug 31-Aug 7-Sep Jackson Memorial Hospital Permit Processing Jackson Memorial Hospital Procurement Electrical Supplies Jackson Memorial Hospital Procurement of EV Charging Stations Jackson Memorial Hospital Electrical Project Jackson Memorial Hospital EV Charging Station Inslatallation Jackson Memorial Hospital AIM Final Permit Inspection and Approval Jackson Memorial Hospital EV Charging Station Activation and Setup Jackson Memorial Hospital III ./ -7 0 . • - A� o CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 07/14/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES • BELOW. •THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have.ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the po icy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). . PRODUCER Brown & Brown of Florida, Inc. 14900 NW 79 Court Suite 200. Miami Lakes FL 33016 CONTACT NAME: PHONE Ext): (305), 714-4400 FAX No): (305) 714-4401 E-MAIL ADDRESS: _ INSURER(S) AFFORDING COVERAGE - _ NAIC # INSURERA: Ohio Security Insurance Company 24082 INSURED Brickell Energy Inc. OBE Power Networks 1, LLC 1951 N.W. 7th Ave # 600 Miami - FL 33136 . INSURER B : The Ohio Casualty Insurance Company 24074 INSURERC: Zenith Insurance Company 13269 INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 19-20 Master COI REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID.CLAIMS. INSR LTR TYPE OF INSURANCE ADDLSUBH INSD WVD - - POLICY NUMBER POLICY EFF (MMIDDIYYYY) POLICY EXP (MMIDD/YYYY) - , LIMITS A X COMMERCIAL GENERAL LIABILITY Y ' BLS1857605574 / -' 11/30/2019 11/30/2020 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) , $ 300,000 CLAIMS -MADE X OCCUR -MED EXP (Any one person) $ 15,000 PERSONAL &ADV INJURY $ 1,000,000 GENERALAGGREGATE $ 2,000,000 GEN'LAGGREGATE X LIMIT APPLIES PRO- POLICY. JECT OTHER: PER: LOC PRODUCTS-COMP/OPAGG $ 2,000,000 $ B AUTOMOBILE X _ LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY _ _ SCHEDULED AUTOS NON -OWNED AUTOS ONLY Y - BA01957605574 • 11/30/2019 - 11/30/2020 - COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILYINJURY(Peraccident) $ 'PROPERTY DAMAGE (Per accident) " $ Medical payments $ 5,000 B X UMBRELLA LIAB EXCESS LIAB _ OCCUR CLAIMS MADE US01957605574 11/30/2019 11/30/2020 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 $ DED X RETENTION $ 10,000 C WORKERS COMPENSATION • AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/N N N/A Z133863104 .. 12/01/2019 12/01/2020 X PER EORH E.L. EACH ACCIDENT 500000 $ , E.L. DISEASE - EA EMPLOYEE $ 500,000 E.L. DISEASE - POLICY LIMIT $ 500,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) - DOSP dba Miami Parking Authority and City of Miami are additional insured on a primary and non-contributory basis with regards to General Liability and Auto Liability coverage when required by written contract. Waiver of Subrogation applies with regards to General Liability and Auto Liability when required by written contract. - CERTIFICATE HOLDER CANCELLATION I The Public Health Trust Attn:Jackson Memorial Hospital 1611 NW 12thAvenue Miami FL 33136 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ______, ACORD 25 (2016/03) ©.1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD