HomeMy WebLinkAboutBack-Up DocumentsSOLAR TREE LICENSE AGREEMENT
THIS SOLAR LICENSE AGREEMENT ("Agreement") is made this day of
, 2018 ("Effective Date"), by and between the City of Miami, Florida, a municipal
corporation of the State of Florida ("Licensor" or "City") and Florida Power & Light Company,
a Florida corporation ("Licensee" or "FPL"). Cityand FPL are sometimes individually referred to
herein as a "Party" and collectively as the "Parties."
Recitals:
WHEREAS, City is the fee simple owner of those certain real properties located in the City
of Miami, Miami -Dade County, Florida, as more particularly described on Exhibit A attached
hereto and incorporated herein by this reference (each individually and collectively, the
"Property"); and
WHEREAS, within and upon the Property, City desires to permit FPL to utilize areas
within the City of Miami, Florida, as depicted on Exhibit B attached hereto and incorporated
herein by this reference (each individually and collectively, the "Licensed Premises") upon the
terms and conditions set forth in this Agreement, with City's ability to include additional locations
within the City of Miami upon the terms and conditions set forth in this Agreement; and
WHEREAS, FPL desires to license the Licensed Premises from City, and City desires to
license the Licensed Premises to FPL, for the installation of certain renewable energy generating
equipment, including, without limitation, solar panels, solar canopy structures, electrical power
inverters, interconnection equipment, electrical wiring, underground conduit, collection lines, wire
management systems, charging stations, electric meters, metering and switch cabinets, power
distribution boxes and racking systems all of which shall be related to solar power or as incidental
to solar power but not for other purposes or for sale or grant to any third party other than FPL
(individually and collectively, the "Equipment") as more particularly described and depicted
on the attached Exhibit C, upon the terms and conditions set forth herein, which Equipment,
upon installation, shall be made available for use by the public, including City staff, as a public
facility, but shall be the personal property of FPL.
NOW THEREFORE, in consideration of the mutual promises contained herein and for
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties hereby agree as follows:
Terms and Conditions:
1. Recitals. The foregoing recitals are true and correct and incorporated herein by
this reference.
2. Licensed Premises; and Addition of Propertv and Licensed Premises.
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(a) Licensed Premises. City hereby licenses the Licensed Premises to FPL,
and FPL hereby licenses the Licensed Premises from City, upon the terms, covenants and
conditions set forth in this Agreement.
(b) Addition of Property and Licensed Premises. Upon the mutual written
agreement of each of the Parties, including as to the type of Equipment that will be installed,
Exhibits A and B may be amended from time to time to include additional Property and/or
Licensed Premises. In such case, all terms and conditions set forth in this Agreement shall apply
to such additional Property and Licensed Premises; provided however, with respect to such
additional Property and Licensed Premises, the Construction Term and Operating Term (as each
are defined hereafter), shall be calculated commencing from the effective date of the amendment
adding the specific additional Property and Licensed Premises, accordingly, and in the case of the
Operating Term, an additional six (6) months after such date.
3. Use. The Licensed Premises shall be used by FPL for the purposes of constructing,
installing, operating, inspecting, maintaining, repairing, enlarging, modifying, removing, testing
and replacing the Equipment and any additional equipment required to generate, measure, and
transmit solar power, and for purposes incidental to solar power but for no other purposes, together
with the following rights:
(a) Access. At all times during the Term (as defined in Section 5 below) during
the regular operation hours of the Property, FPL, Licensee Parties (as defined in Section 6 below)
and/or any persons specifically designated by FPL shall have access to the Licensed Premises,
including the right of ingress and egress to and from the Licensed Premises; provided however, in
the event of an emergency requiring immediate access to repair or mitigate damage to the
Equipment, FPL and/or Licensee Parties shall have twenty-four (24) hours -a -day, seven (7) days -
a -week access to the Licensed Premises. Licensee Parties shall not unreasonably interfere with
City's use, quiet enjoyment and operation on the Property.
(b)
Signage. The right, at FPL's sole cost and expense, to install signage on and around the Equipment (to the
extent allowed by applicable law) similar to the form depicted in Exhibit C (or in another form approved
by City, which approval shall not be unreasonably withheld, conditioned or delayed) for any and/or all of
the following purposes: (i) identifying FPL's ownership of the Equipment and prominently displaying FPL's
corporate name, trade name(s), trademark(s), and logo(s) on the Equipment and all structures supporting
the Equipment; (ii) acknowledging the Parties' cooperation regarding the installation of the Equipment,
acknowledging the City and including the City's logo; (iii) describing the Equipment and its purpose and
operation to interested parties accessing the Licensed Premises (i.e. telling the distributed solar
generation story); (iv) instructing parties accessing the Licensed Premises to use caution so as not to
damage the Equipment; and (v) provide all necessary safety and hazard warnings. The location, design
and content of such signage shall be subject to the prior approval of City, which approval shall not be
unreasonably withheld, conditioned or delayed. As necessary and appropriate, safety signage shall be
installed, which signage shall be for the limited purpose of advising the public of any hazards that may
exists in or around the Equipment. Such signage shall be removed by FPL upon the final removal of the
Equipment from the Licensed Premises in accordance with the terms of this Agreement.
All signage shall be approved and permitted which shall be the responsibility of FPL and shall be
in compliance with City and County sign regulations.
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(c) Power Monitoring. The right to incidental access and use of City's
electrical systems for purposes of powering FPL's computer equipment used in monitoring the
power generated from the Equipment at the Licensed Premises. Additionally, if, and so long as,
City provides an internet access system for use by guests and other visitors to the Property, City
will permit FPL to use, at no cost to FPL, such internet access system in connection with FPL's
power monitoring system described in the preceding sentence, and City shall provide FPL with
the necessary access codes and other necessary information to use such internet access system;
provided, however, City does not warrant the stability, availability, sufficiency, suitability,
security or continuous operation of any such internet access system.
(d) Construction Laydown Area. During the Construction Term (as defined
in Section 5 (a) below), a temporary construction and laydown license on, over, under, through
and across that portion of the Property described and depicted on the attached Exhibit B-1, which
exhibit is incorporated herein by this reference ("Construction Laydown Area") for the
placement and storage of materials and equipment incidental to FPL's use granted herein. Within
thirty (30) days after completion of construction of the Equipment, but in no event later than the
end of the Construction Term, FPL shall remove its materials and equipment stored on
Construction Laydown Area and return the surface of the Construction Laydown Area to the same
condition as it existed prior to FPL's use thereof All materials and equipment are place at FPL's
sole risk of loss, damage, or destruction.
4. Licensor's Rights. FPL agrees to never claim any interest, tenancy, or estate of
any kind or extent whatsoever to or in the Licensed Premises by virtue of this License or the
occupancy or use hereunder. FPL's use of the Licensed Premises shall always be subordinate and
inferior to City's rights to and in the Licensed Premises. City hereby reserves the right to enter
upon the Licensed Premises at any time and for any purposes and FPL shall notify its employees,
agents, contractors, subcontractors, licensees, and invitees accordingly. City, its employees and
contractors are not and shall not be responsible or liable for any injury, damage or loss to FPL
resulting from FPL's use of the Licensed Premises.
5. Term.
(a) Construction Term. The initial construction term of this Agreement shall
commence on the Effective Date and continue for eighteen (18) months ("Initial Construction
Term"), unless FPL is then actively engaged in constructing or installing the Equipment, in which
case the Initial Construction Term shall automatically extend, upon the same terms and conditions
as set forth herein, for an additional six (6) months ("Extended Construction Term"). The
Extended Construction Term shall end twenty-four (24) months after the Effective Date unless
before that date FPL notifies City that FPL elects to terminate this Agreement or that the
Commercial Operations Date has occurred. The Initial Construction Term and Extended
Construction Term, if any, are hereafter collectively referred to as the "Construction Term". For
purposes of this Agreement, "Operations Date" shall mean the date on which the Equipment
becomes operational as determined by FPL. For the purposes of this section, "operational" means
the date on which FPL has (i) received any and all approvals, licenses, and permits necessary to
operate the Equipment, (ii) the Equipment is installed on the Licensed Premises and is connected
to the electric transformer, and (iii) the Equipment is generating solar power. City shall have the
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right, but not the obligation, to terminate this Agreement with respect the Licensed Premises if
FPL fails to complete FPL's construction of the Equipment on the Licensed Premises and such
equipment is not operational within the Construction Term.
(b) Operating Term. The "Operating Term" of this Agreement shall
commence on the day immediately following the last day of the Construction Term, and continue
for a term ending on the fifteenth (15th) anniversary of the Operations Date. The Operating Term
and the Construction Term are collectively referred to herein as the "Term". Upon City's written
consent, FPL may elect to renew the Term of this Agreement for up to three (3) consecutive
additional five (5) year terms each upon the same terms, covenants and conditions of the
Agreement, upon delivering written notice to City of FPL's intention to renew this Agreement no
later than six (6) months prior to the expiration of the then current Term. Any and all renewal terms
shall require a written document approved and executed by the City and FPL.
6. Installation and Location of Equipment. From and after the Effective Date, FPL,
as well as any permitting, licensing, regulating or approving entity, agency or authority, and agents,
employees, contractors, subcontractors, consultants and representatives of each (collectively, the
"Licensee Parties"), shall have ingress, egress and access to the Licensed Premises during regular
operating times of the Property, unless otherwise agreed in writing by the City, and except in the
case of emergency repairs as set forth above in Section 3(a), during the Term, for and including to
inspect, construct, install, maintain, repair, modify, remove, replace, test and operate the
Equipment. City shall cooperate as necessary with FPL (at no cost or expense to City) in FPL's
efforts to obtain all permits, licenses, and approvals necessary for the installation and operation of
the Equipment. Except as otherwise expressly set forth herein, FPL shall have no right to access
or utilize any other portion of the Property other than the Licensed Premises. FPL may locate and
install the Equipment on the Licensed Premises as is reasonably necessary in order to achieve
optimal solar power generation, provided that the FPL's installation of the Equipment does not
have a material adverse impact on the City's facilities, as reasonably determined by the City.
Installation of the Equipment shall be in compliance with all applicable laws and ordinances and
shall not result in the imposition of any fine, penalty, notice of violation, or the creation of a lien
against any portion of the Licensed Premises.
Notwithstanding anything to the contrary contained herein, provided City is not then in
default of this Agreement, from and after the tenth (10th) anniversary of the Operations Date, City
shall have the one-time right to require FPL to relocate the Equipment to another part of the
Property similar to the Licensed Premises, at FPL sole cost and expense; thereafter, with respect
to any relocation requested by City, City shall be required to reimburse FPL any and all costs
incurred or expended by FPL in connection with the removal of the Equipment from the Licensed
Premises, together with any and all costs incurred or expended by FPL in connection with either,
at FPL's sole option, (i) the disposal of the Equipment, or (ii) the relocation of the Equipment to
another part of the Licensed Premises, Property or other real property, as applicable, whether or
not such replacement real property is owned by City.
7. License Fee. FPL shall pay a fee to City annually, in advance, on or before July
15th of each year during the Term the amount set forth on the attached Exhibit D, which exhibit is
incorporated herein by this reference ("License Fee"). In the event the Term commences on a
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date other than July 15th, FPL shall pay City upon commencement of the Term an amount equal to
the pro -rata portion of the applicable License Fee for such partial annual period. License Fee shall
be payable to City electronically per the attached Exhibit E, which exhibit is incorporated herein
by this reference. In the event this Agreement expires or is terminated at a time other than on the
last day of an annual period, then License Fee shall be pro -rated as of the date of this Agreement's
expiration or earlier termination for any reason (other than an uncured and continuing default by
FPL) and all prepaid License Fee that has not yet accrued shall be immediately refunded to FPL.
The License fee shall increase by three (3%) percent per year, each year the License is in effect,
inclusive of any renewals.
8. Interference. During the Term, City shall not Interfere, or cause or permit to be
caused any Interference, with the Equipment. For purposes of this Agreement "Interfere" and
"Interference" shall mean interference with FPL's use, operation, access, maintenance or repair
of the Equipment on a sustained basis as a result of City's direct or indirect actions, including
without limitation the following:
(a) Placement of any equipment, sign, logo, seal, structure, or improvements
on, across, under or over any portion of the Equipment without the prior written consent of FPL,
which FPL may not unreasonably withhold or delay such consent particularly for municipal and/or
public service announcements;
(b) Placement of any equipment, sign, logo, seal, structure or improvements in
a location that interferes with any portion of the Equipment's exposure to sunlight, as determined
by FPL in its sole but reasonable discretion;
(c) Interference in any way with any portion of the Equipment's ability to
generate solar power, as determined by FPL in its sole discretion;
(d) Causing any portion of the Equipment to become subject to any lien,
mortgage, deed of trust, security agreement, mechanics lien or other such encumbrance not caused
by FPL;
(e) Causing any portion of the Licensed Premises to be maintained, altered,
modified, repaired, replaced or compromised in such a way that it can no longer support the
Equipment or any portion of the Equipment or the use of any portion the Equipment is impaired,
as determined by FPL in its sole but reasonable discretion;
(f) Causing disruption with FPL's access to any portion of the Licensed
Premises, except as otherwise expressly permitted by this Agreement; and/or
(g) Sale, transfer, assignment, lease or sub -lease any portion of the Licensed
Premises, other than subject to City's obligations under this Agreement.
In the event of that City Interferes or causes Interference, FPL will provide City with a
written summary documenting such Interference ("Interference Notice"). In the event City is in
violation of any of the above -listed items in this section, and such violation continues for thirty (30)
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days or more following FPL's delivery of an Interference Notice, then in addition to the rights
granted FPL under Section 21 below, FPL may elect to terminate this Agreement immediately
upon delivering written notice to City.
9. Mechanics' Liens.
(a) Licensee's Actions. Installation of the Equipment on the Licensed Premises
shall not result in the imposition or creation of a lien, encumbrance, imposition, levy, debt, or
charge (collectively "lien") against any portion of the Property. If any mechanic's, contractor's or
material supplier's lien is asserted against all or any part of the Property in connection with FPL's
installation, construction or operation of the Equipment or any related activities, FPL shall
indemnify, hold harmless, and defend at its own cost and expense, the City against any loss, claim,
action, proceeding, damage or expense, including attorneys' fees, that City may incur in
connection with such assertion of such lien, and, if any notice or statement of lien is filed or
recorded in any public office in connection with FPL's installation, construction or operation of
the Equipment or any related activities, FPL shall cause such notice or statement of lien to be
released or bonded off, within thirty (30) days from the date City gives written notice of such lien.
FPL's obligations under this section shall survive the expiration or earlier termination of this
Agreement.
10. Maintenance; Repair; Replacement; Reinstallation.
(a) During the Term, FPL shall, at FPL's sole cost and expense, operate and
maintain repair, and/or replace the Equipment in good working order and in a safe, clean manner.
(b) In the event the Equipment or any portion thereof is damaged or destroyed
at any time during the Term, FPL shall have the right, but not the obligation, to repair, replace or
reinstall the Equipment or any portion thereof within the Licensed Premises. In the event FPL
elects not to repair or replace such Equipment, FPL shall remove such Equipment and all debris
associated with such Equipment, and restore the Licensed Premises to the same condition as
practical as it was on the Effective Date at FPL's sole cost and expense; provided however, in the
event the Equipment was destroyed as the sole result of the gross negligence or misconduct of
City, then FPL shall not be required to remove the Equipment and all debris and restore the
Licensed Premises at FPL's sole cost in accordance with the preceding sentence. The Parties
hereby agree that the actions of third parties, (e.g., park patrons) shall not be attributed to the City,
unless such actions were done with the deliberate indifference or consent of City.
(c) City shall conduct, or cause to be conducted, all routine and necessary
maintenance of the Property for the duration of the Term. If City has to replace or engage in
widespread repair of the paving or other improvements located on or near the Licensed Premises
during the Term, then City shall provide FPL with at least ninety (90) days prior written notice
and FPL will coordinate protection of the Equipment with City as appropriate in order to
accommodate City's construction schedule.
(d) In the event the Licensed Premises are substantially destroyed by fire or
other casualty, FPL may by written notice, given not later than ninety (90) days after the date of
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such destruction, terminate this Agreement, in which event License Fee paid for the period beyond
the date of destruction shall be refunded to FPL, together with an insurance proceeds received by
City in connection therewith. If the Licensed Premises are not substantially destroyed but FPL
cannot reasonably operate the Equipment during repairs, License Fee shall abate until such time
as FPL may recommence operating the Equipment.
(e) FPL shall have the right, at FPL's sole cost and expense, to repair, replace
or reinstall any affected Equipment on the Licensed Premises following complete or partial
destruction of City's improvements to the Licensed Premises and/or FPL's Equipment thereon.
Following complete destruction of City's improvements to the Licensed Premises, City may
provide FPL with a mutually acceptable alternative location on or off the Property approved by
FPL on which FPL may install the Equipment. If, however, City is unable to provide an alternative
location for the Equipment that meets such standard, and FPL does not approve such alternate site,
FPL shall have the right, upon written notice to City, to terminate this Agreement, and receive an
immediate return from City of its prorated portion of License Fee paid. If such new location is
acceptable to FPL, Exhibit B (and, if necessary, other exhibits) to this Agreement will be amended
to reflect the new location of the Licensed Premises.
(f) FPL shall have the right, in its sole discretion, to remove all or a portion of
the Equipment at any time during the Term, and such removal shall not constitute a default or be
deemed a termination under this Agreement. Following the removal of any Equipment the License
Fee shall be proportionally adjusted and FPL shall restore the property pursuant to Section 22
below
11. Taxes. City is exempt from payment of property taxes for the Property as long as
the Property is used for municipal purposes. If in the future, City's exemption is no longer valid,
FPL shall reimburse City for all the incremental increases in any real property taxes for the
Licensed Premises attributable to the Equipment and/or the Use of the Property by FPL including
by offsetting such amount from any License Fee due to City or otherwise. City hereby grants to
FPL the right to challenge, whether in a court, administrative proceeding, or other venue, on behalf
of City and/or FPL, any personal property or other tax assessments that may affect the Licensed
Premises as a result of the Equipment. If City receives notice of any personal property or other
property tax assessment against the City which may affect FPL or the Equipment and is
attributable, in whole or in part, to the Equipment, City shall provide timely notice of such
assessment to FPL sufficient to allow FPL to consent to or challenge such assessment if a right to
challenge the assessment is then available under applicable law. Further, City will provide to FPL
any and all documentation currently in the possession of City that is associated with such
assessment and will execute any and all lawful documents reasonably necessary to effectuate the
intent of this section, provided that City shall not be required to incur any expense, cost debt, or
any risk of material liability.
12. Insurance. FPL, its agents, contractors, sub -contractors, and officers shall
maintain at all times during the Term, the insurance designated in this section in accordance with
the terms and conditions required by this section.
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(a) Commercial General Liability Insurance written on a primary and non-
contributory basis with limits of Three Million Dollars ($3,000,000) per occurrence $6,000,000
policy aggregate for bodily injury and property damage at Licensed Premises. The policy shall
list City of Miami, Florida as an additional insured. The policy should further afford coverage for
products and completed operations, personal injury and advertising injury, along with coverage
for premises and operations, contingent and contractual exposures and XCU hazards.
(b) Business Automobile Liability Insurance with limits of Two Million
Dollars ($2,000,000) for bodily injury and property damage. The policy shall name City of Miami,
Florida as an additional insured.
(c) Workers' Compensation Insurance in compliance with Florida Statutes,
Chapter 440. Coverage shall include Employer's Liability Coverage with limits of One Million
($1, 000, 000) per accident.
FPL has the right to meet the insurance designated in this section through any combination
of self-insurance, primary or excess coverage. Should FPL self -insure, then prior to accessing the
Licensed Premises, FPL will provide City with a letter of such self-insurance which will include a
reference to publicly available financial statements and annual reports.
All insurance policies required above shall be issued by companies authorized to do
business under the laws of the State of Florida, with the following qualifications: The company
must be rated no less than "A-" as to management, and no less than "Class VII" as to financial
strength by AM. Best Company, Oldwick, New Jersey, or its equivalent, subject to the approval
of the County Risk Management Division.
City and FPL, for themselves and their respective insurers, waive any right to assert any
claim against the other Party, to the extent such claim is covered by the waiving Party's insurance.
Each Party shall waive all rights of subrogation of their respective insurers.
FPL expressly understands and agrees that any insurance protection required by this
Agreement or otherwise provided by FPL shall in no way limit the responsibility to indemnify,
keep and save harmless and defend the City or its officer, employees, agents and instrumentalities
as provided in this Agreement.
13. Indemnification. FPL shall indemnify, hold harmless, and defend at its own cost
and expense City, its officers, agents, directors, and employees from and against all liabilities,
losses, claims, damages or expenses, including reasonable attorneys' fees and costs, incurred by
City in connection with any third -party claims for personal injury or death to persons and damage
to City's personal property arising during the Term, to the extent arising from the negligence or
willful misconduct of FPL, its agents, employees, representatives, contractors, or sub -contractors.
In no event shall City or FPL be liable to the other for consequential, special, exemplary, punitive,
indirect or incidental losses or damages, nor shall any parent, subsidiary, affiliate or employee of
City or FPL have any liability under this Agreement. Neither City nor FPL, nor their respective
insurer, shall, without the prior written consent of the other Party, which consent will not be
unreasonably withheld, enter into the settlement or compromise of any claim brought against the
indemnified Party which is the subject of indemnification under this Agreement. This section shall
survive the expiration or earlier termination of this Agreement.
FPL expressly understands and agrees that any insurance protection required by this Agreement
or otherwise provided by FPL shall in no way limit the responsibility to indemnify, keep and save
harmless and defend the City or its officers, employees, agents and instrumentalities as herein
provided.
14. Construction of Improvements on Licensor's Property. FPL agrees that it shall
comply with any requirements imposed by federal, state, or local statutes, ordinances and
regulations, which are in effect as of the date of construction and operation of the Equipment on
the Licensed Premises.
15. Equipment to Remain Personal Property of Licensee. The Equipment is and
will remain the property of FPL, its successors or assigns, regardless of its use or manner of
attachment to the Licensed Premises. City agrees to execute such further documentation as is
reasonably necessary to ensure that the Equipment does not constitute, and is not deemed to be, a
fixture attached to the Licensed Premises. Except as expressly set forth in this Agreement, City
will have no right, title, or interest in the Equipment, and no right to purchase or otherwise acquire
title to or ownership of the Equipment, and City hereby expressly disclaims any right, title or
interest in or to the Equipment, whether arising by lien, by operation of law, or otherwise.
16. Subordination. City is prohibited from mortgaging or having any lien placed on
the City's real property, including the Licensed Premises.
17. Representations and Warranties. City represents and warrants to and covenants
with FPL that: (a) City has good and unencumbered title to the Licensed Premises; (b) to the best
of City's knowledge, City's execution and performance of this Agreement will not violate any
laws, ordinances, covenants, or the provisions of any mortgage, lease, or other agreement binding
on City; (c) to the best of City's knowledge, there are no agreements with any third parties that
may adversely affect the Equipment or the Equipment's exposure to sunlight, (d) during the Term,
provided that the FPL is not in default or its obligations under this Agreement beyond any
applicable notice of cure period (including as to the payment of the License Fee), City will not
knowingly enter into any agreements with any third parties that may adversely affect the
Equipment or the Equipment's exposure to sunlight, and (e) all times during the Term, FPL's quiet
enjoyment of the Licensed Premises or any part thereof shall not be disturbed.
18. Default by Licensee. The happening of any one or more of the following events,
upon the expiration of any applicable notice and cure period, shall be events of default under this
Agreement:
(a) The failure of FPL to pay any installment of License Fee or other charge or money
obligation herein required to be paid by FPL within fifteen (15) calendar days after written notice
of such default from City to FPL; or
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(b) The failure of FPL to fully perform any other of its covenants under this Agreement
within sixty (60) calendar days after FPL receives written notice of such default from City;
provided, however, if such non -monetary default cannot reasonably be cured within such sixty
(60) day time period, FPL shall not be deemed in default hereunder if FPL has commenced to cure
such default within said sixty (60) day time period and thereafter continues with diligence to
complete the cure of such default.
19. Licensor's Remedies. Remedies for events of default, beyond any
applicable notice and cure period by FPL shall include, but not be limited to the following:
(a) Upon an event of default for non-payment of License Fee as set forth in
Section 18(a) above, and after the expiration of the applicable notice and cure period, City may
recover from FPL the amount in default, with interest on the unpaid amount at the annual rate of
twelve percent (12%) per annum.
(b) Upon an event of default as set forth in Section 18(b) above, and after the
expiration of the applicable notice and cure period, City may perform, or cause to be performed,
on behalf and at the expense of FPL, any or all of the undertakings or obligations as to which FPL
remains in default, in which event FPL will reimburse City for such actual reasonable costs and
expenses, within forty-five (45) days following FPL's receipt of City's proper invoice, as defined
in the Florida Local Government Prompt Payment Act, Sections 218.70 to 218.78, Fla. Stat. and
supporting documentation. Notwithstanding the preceding sentence, City may not perform any
obligation of FPL under Section 8(a) or take any other action that relocates or physically alters any
of the Equipment that at the time is in operable condition.
(c) City may exercise any other remedy available at law or in equity.
In any action or proceeding to enforce any of FPL's obligations under this Agreement, City
may recover all costs and expenses, including reasonable attorneys' fees, incurred by City in
connection with such action or proceeding or any appeal therefrom or review thereof. Each party
shall bear their own respective attorney's fees.
20. Default by Licensor. The failure of City to fully perform any term, provision, or
covenant of this Agreement within sixty (60) calendar days following written notice of such default
from FPL; provided, however, that if such default cannot reasonably be cured within such sixty
(60) day time period, City shall not be deemed in default hereunder if City has commenced to cure
such default within said sixty (60) day time period and thereafter continues with diligence to
complete the cure of such default.
21. Licensee's Remedies. Upon an event of default by City as set forth in Section 20
above, and after the expiration of the applicable notice and cure period, in addition to and not by
way of limitation of the exercise by FPL of any and all rights and remedies FPL may have at law
or in equity, FPL may: (a) cure the default and be reimbursed by City within thirty (30) days
following City's receipt of FPL's invoice and supporting documentation of costs and expenses
associated with curing the default; (b) terminate this Agreement; and/or (c) exercise any remedy
FPL may have at law or in equity. In the event that City fails to timely make such reimbursement
payments to FPL as set forth in subsection (b) above, FPL may deduct such amounts owed by City
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to FPL from License Fee due. In any action or proceeding to enforce any of City's obligations
under this Agreement, FPL may recover all court costs as the prevailing party. Each party shall
bear their own reasonable cost of attorneys' fees, incurred with such action or proceeding or any
appeal therefrom or review thereof.
Notwithstanding the foregoing, in the event that City Interferes or causes Interference with
the Equipment of this Agreement, and such Interference is not cured within the thirty (30) day time
period set forth in Section 8 above. The remedies are as set forth in this Section.,
22. Removal. Upon the expiration or earlier termination of the Term by FPL through
no fault of City for defaulting under the terms of this Agreement, FPL shall continue to have the
right of reasonable access to the Licensed Premises in order to remove the Equipment, and repair
and restore the affected portions of the Licensed Premises to substantially the same condition as
practical as existed immediately prior to FPL's installation of the Equipment, at FPL's sole cost
and expense, within sixty (60) days such expiration or earlier termination of the Term; provided,
however, in the event that City causes FPL to terminate this Agreement (including Sections 8 and
21 above) prior to the expiration of the Term, the removal and disposal or relocation costs of the
Equipment, and repair and restoration of the Licensed Premises, shall be at City's sole cost and
expense.
23. Holding Over. If FPL continues to occupy and/or use the Licensed Premises, or
any part thereof, after the expiration or earlier termination of this License, then no tenancy,
ownership or other legal interest in the Licensed Premises to the benefit of FPL shall result
therefrom, but such holding over shall be an unlawful detainer. If FPL is holding over, FPL shall
automatically pay the City double the License Fee during the holdover period, until the
equipment is removed.
24. Environmental. FPL agrees that there is no known hazardous substance, as the
term in defined in Section 101 (14) of the Comprehensive Environmental Response Compensation
and Liability Act ("CERCLA") (42 USC Section 9601 [14]), petroleum products, liquids or
flammables shall be placed upon, under, transported across, or stored upon the Licensed Premises,
which restricts, impairs, interferes with, or hinders the use of the Licensed Premises by City or the
exercise by City of any of its rights thereto. City makes no environmental representations as to the
Property which is to be used in an "AS IS" condition.
(a) If FPL causes any Environmental Conditions to occur as a result of the
performance of its activities contemplated by this License, FPL shall notify City immediately
upon discovery. FPL acknowledges that the failure to deliver such notification may cause the
City to file a damage claim against FPL and confers to City the right to terminate the Agreement.
Any release notifications required to be submitted to federal, state or local regulatory agencies,
because of the actions of FPL pursuant to this Agreement or any other notifications based on
Environmental Conditions, shall be coordinated with City. FPL, at its sole cost and expense, shall
be responsible to remediate any Environmental Condition caused by FPL in compliance with all
applicable federal, state and local regulations.
11
(b) If FPL, or its employees, contractors, subcontractors or anyone else
working at the direction of FPL directly causes Environmental Conditions on the Licensed
Premises, or directly causes contamination that originates on the Licensed Premises, FPL, on its
own behalf and on behalf of its shareholders, officers, directors, employees, servants, agents, and
affiliates, shall and hereby does forever hold harmless, indemnify, and release City, and its
shareholders, officers, directors, employees, servants, agents and affiliates (collectively,
"Licensor Entities") of and from all claims, demands, costs, loss of services, compensation,
actions or investigations on account of or in any way growing out of the Environmental
Conditions, and from any and all known and unknown, foreseen and unforeseen damages, and
the consequences thereof, resulting from the Environmental Conditions, unless caused by or
through City negligence or misconduct.
25. Tax Credits, Financial Incentives, Sale of Ener2y. Installation and operation of
the Equipment on the Licensed Premises may result in the availability of federal and/or state tax
credits, and other financial incentives (collectively hereinafter "Incentives"). FPL is and shall be
the sole recipient and beneficiary of any and all such Incentives, which shall be distributed,
disbursed and/or assigned in FPL's sole discretion. City shall have no right to any Incentives,
except as otherwise agreed to in writing by FPL. Furthermore, any and all solar power electricity
produced by or relating to the Equipment ("Energy"), and the right to utilize and/or sell the same,
shall be the sole property and right of FPL.
26. Assignment; Leasehold Financing.
(a) This Agreement is personal to FPL. Except as permitted by Section 26(b)
below, FPL shall not assign this Agreement or any interest herein without the prior written consent
of City. City shall not assign its interest in this Agreement to anyone other than a purchaser or
FPL of the Licensed Premises without the prior written consent of FPL. Neither Party will
unreasonably withhold, condition or delay its consent to an assignment by the other Party. The
terms and conditions of this Agreement will bind and benefit the respective successors and
permitted assigns of the Parties. Following any permitted assignment or transfer by operation of
law, the terms "City" and "FPL" shall be deemed to refer to the relevant transferee or successor,
unless the context clearly indicates that the term refers only to the original Party so identified.
(b) City acknowledges that FPL's interests under this Agreement and in the
Equipment, are and will be encumbered by FPL's existing mortgage. FPL's existing mortgage
specifies that certain Additionally, FPL may, upon notice to City,
mortgage or grant a security interest in this Agreement and the Equipment, and may assign this
Agreement and the Equipment to any of FPL's future mortgagees or holders of security interests,
including their successors or assigns (FPL's existing mortgagee and any future FPL mortgagees
or security interest holders are collectively referred to herein as the "Mortgagees" as identified in
), and such Mortgagees shall have the right, but not the obligation, to assume FPL's rights
and obligations under this Agreement. In such event, City shall execute such consent to leasehold
financing as may reasonably be required by Mortgagees. City agrees to notify FPL and FPL's
Mortgagees simultaneously of any default by FPL and to give Mortgagees the same right to cure
any default as FPL, except that the cure period for any Mortgagees shall not be less than thirty (30)
calendar days after receipt of the default notice, as provided in Section 18 above. All such notices
to Mortgagees shall be sent to Mortgagees at the address specified by FPL. Failure by City to give
12
Mortgagees such notice shall not diminish City's rights against FPL, but shall preserve all rights
of Mortgagees to cure any default as provided in Section 18 above. No mortgage will attach or be
transferred to any City owned property.
27. Condemnation. In the event of condemnation of some or all of the Licensed
Premises, City and FPL shall each be entitled to pursue their own separate awards with respect to
such taking, as their respective interests appear. Sale of all or part of the Property to a purchaser
with the power of eminent domain in the face of the exercise of the power shall be treated as a
taking by condemnation for purposes of this Agreement.
28. Notices. All notices, demands, requests, consents, approvals and other instruments
required or permitted to be given pursuant to this Agreement shall be in writing, signed by the
notifying Party, or officer, agent or attorney of the notifying Party, and shall be deemed to have
been effective upon delivery if served personally, including but not limited to delivery by
messenger, overnight courier service or by overnight express mail, or on the third (3rd) business
day after posting if sent by registered or certified mail, postage prepaid, return receipt requested,
and addressed as follows:
To Licensor: City of Miami
3500 Pan American Drive
Miami, Florida 33128
Attn: Emilio T. Gonzalez — City Manager
With copy to: City of Miami — Office of the City Attorney
444 S.W. 2nd Ave, Suite 954
Miami, Florida 33133
Attn: Victoria Mendez — City Attorney
To Licensee: Florida Power & Light Company
700 Universe Boulevard, CEA/JB
Juno Beach, Florida 33408
Attn: Vice President of Corporate Real Estate
With copy to: Florida Power & Light Company
700 Universe Boulevard, LAW/JB
Juno Beach, Florida 33408
Attn: General Counsel
The address to which any notice, demand, or other writing may be delivered to any Party as above
provided may be changed by written notice given by such Party.
29. Memorandum of License. It is specifically understood and agreed by both Parties
hereto that a Memorandum of License ("Memorandum") in substantially the form of the attached
Exhibit C will be executed by the Parties and recorded in the Public Records of the county in
which the Licensed Premises is located, indexed in the land records of that office in the names of
both Parties hereto and will be a matter of public record. Upon completion of the installation of
the Equipment by FPL, FPL shall provide City with an "as -built" survey of the Equipment installed
13
on the Licensed Premises which shall serve as a replacement to the exhibit attached to the
Memorandum, and City hereby authorizes FPL to execute and record an amendment to the
Memorandum without the City's signature effectuating such change.
30. Miscellaneous.
(a) Entire Agreement; Modification; Waiver. All of the representations and
obligations of the Parties are contained herein and no modification, waiver or amendment of this
Agreement or of any of its conditions or provisions shall be binding upon a Party unless in writing,
signed by that Party or a duly authorized agent of that Party empowered by a written authority
signed by that Party. The waiver by either Party of a breach of any provision of this Agreement
shall not operate or be construed as a waiver of any subsequent breach of that provision by the
same Party, or of any other provision or condition of this Agreement. No waiver shall be implied
by delay or any other act or omission of either Party.
(b) Governing Law; Waiver of Jury Trial. This Agreement shall be subject
to and governed by the laws of the State of Florida, without regard to its conflict of laws principles.
The Parties agree that this Agreement is not a lease and does not create a tenancy under Chapter
83 of the Florida Statutes. The Parties agree that any action or proceeding arising out of or related
in any way to this Agreement shall be brought solely in a court of competent jurisdiction in Miami -
Dade County, Florida. EACH OF THE PARTIES HERETO HEREBY KNOWINGLY,
VOLUNTARILY, AND INTENTIONALLY WAIVES THE RIGHT EITHER OF THEM MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.
(c) Severability. Should any provision of this Agreement be held, in a final
and un -appealable decision by a court of competent jurisdiction, to be either invalid, void or
unenforceable, the remaining provisions of this Agreement shall remain in full force and effect,
and the Parties shall negotiate in good faith to restore insofar as practicable the benefits to each
Party that were affected by such ruling.
(d) Headings and Gender. All headings in this Agreement are inserted only
for convenience and ease of reference and are not to be considered in the construction or
interpretation of any provision of this Agreement. In construing this Agreement, the singular shall
be held to include the plural, the plural shall include the singular, and the use of any gender shall
include every other and all genders.
(e) Authority. Each Party represents to the other that it has complete authority
to enter into this transaction.
(f) Counterparts. This Agreement may be executed in any number of
counterparts, each of which, upon execution of a substantively identical counterpart by each Party,
shall be deemed an original, but all of which together shall constitute a single instrument.
(g) Binding Effect. This Agreement shall bind and benefit the Parties and their
respective successors and assigns.
14
(h) Publicity; Tours. The Parties acknowledge that each of them has a
legitimate business interest in receiving public recognition of their participation in the transaction
contemplated by this Agreement. In order to coordinate the timing, tone and content of any
publicity, however, each Party agrees that neither of them shall issue any press release or otherwise
publicize the existence or the terms of this Agreement without the prior written approval of the
other Party, which approval will not be unreasonably withheld or delayed, provided that general
advertising that refers to a "partnering" (or other terminology of similar import) of either Party
with the other Party for the purposes of any of the transactions contemplated hereby, but does not
expressly reference this Agreement or disclose any of the terms hereof, shall not be subject to the
provisions of this subsection. No filing that FPL is required by applicable law to make with any
regulatory authority shall, by itself, be deemed to violate the preceding sentence. FPL may be
granted reasonable access to the premises for the purpose of giving site tours of the Equipment
on the Licensed Premises for visitors and other interested parties during the regular operating hours
of the Property and with advance notice to the City.
(i) Construction. This Agreement shall not be construed more strictly against
one Party than against the other, merely by virtue of the fact that it may have been prepared by
counsel for one of the Parties, it being recognized that both City and FPL have contributed
substantially and materially in the negotiation and preparation of this Agreement, and that the
normal rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of this Agreement or any exhibits, schedules,
addendums or amendments hereto.
0) Force Maieure. City and FPL (except with respect to the payment of any
monetary obligation) shall be excused for the period of any delay in the performance of any
obligation hereunder when such delay is occasioned by causes beyond its control, including but
not limited to work stoppages, boycotts, slowdowns or strikes; shortages of materials, equipment,
labor or energy; unusual weather conditions; or acts or omissions of governmental or political
bodies.
(k) Exhibits. All of the schedules and exhibits attached to this Agreement (or
attached from time to time after the Effective Date) are incorporated in, and made a part of, this Agreement.
(1) Amendments. This Agreement may not be changed, altered or modified except
by an instrument in writing duly signed by both Parties.
(m) Calculation of Time Periods. The Effective Date of this Agreement shall be
when it has been signed by the last parry to sign same and when it has thereupon been mutually delivered.
For purposes of this Agreement, any time period that falls on a Saturday, Sunday or legal holiday under
laws of the State in which the Property is located, will be extended to the next business day. The final day
of any such period shall be deemed to end at 5:00 p.m., local time where the Property is located.
(n) NO CONFLICT WITH FRANCHISE. The City and FPL agree that this
Agreement does not violate the current Franchise Agreement or any other Agreement the City currently has
with FPL and is not in conflict with such Franchise Agreement.
[Remainder of page intentionally blank; Signature pages follow]
15
16
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their
respective duly authorized officers as of the date first above written.
LICENSOR:
City of Miami, Florida,
a municipal corporation of the State of Florida
wo
Print Name: Emilio T. Gonzalez
Title: City Manager
Attest:
wo
Print Name: Todd B. Hannon
Title: City Clerk
Approved as to Legal Form and Correctness
By:
Print Name: Victoria Mendez
Title: City Attorney
Approved as to Insurance Requirements
wo
Print Name: Anne -Marie Sharpe
Title: Risk Management Director
17
Witness:
Print Name:
Print Name:
LICENSEE:
Florida Power & Light Company,
a Florida corporation
Timothy Oliver,
Vice President of Corporate Real Estate
EXHIBIT A
Description of the Property
Exhibit A
EXHIBIT B
Depiction of Licensed Premises
Exhibit B
EXHIBIT B-1
Depiction of Construction Laydown Area
Exhibit B-1
EXHIBIT C
EQUIPMENT
Exhibit C
Form Memorandum of License
This Instrument has been prepared by or under
the supervision of (and after recording return to):
Seth S. Sheitelman, Esq.
Florida Power & Light Company (LAW/JB)
700 Universe Boulevard
Juno Beach, Florida 33408
MEMORANDUM OF MASTER SOLAR LICENSE AGREEMENT
This Memorandum of Master Solar License Agreement ("Memorandum") is executed and
effective this day of , 20 by and between the City of Miami, Florida, a
municipal corporation of the State of Florida ("Licensor") and Florida Power & Light Company,
a Florida corporation ("Licensee").
RECITALS
WHEREAS, on event date herewith, City and FPL entered into a written Master Solar
License Agreement ("Agreement") related to certain
Florida more particularly described in Exhibit A
("Property"); and
property situated in Miami -Dade County,
attached hereto and made a part hereof
WHEREAS, City and FPL desire to provide record notice of the Agreement pursuant to
this Memorandum.
AGREEMENT
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, City and FPL hereby give record notice of the following:
Recitals. The foregoing recitals are true and correct and incorporated herein by
reference.
2. License. In accordance with the terms and conditions of the Agreement, City has
licensed that certain portion of the Property to FPL more particularly described in Exhibit B
attached hereto and made a part hereof ("Licensed Premises") for the purpose of constructing,
installing, operating, inspecting, maintaining, repairing, testing, enlarging, modifying, removing,
and replacing the solar Equipment (as defined in the Agreement), together with a temporary
construction laydown area adjacent to the Licensed Premises for the placement and storage of
materials and equipment as more particularly shown on the attached Exhibit B-1.
3. Term. The term of the Agreement commenced on the effective date of the
Agreement and continues for a term ending on the fifteenth (15th) anniversary of the Commercial
Exhibit C
Operations Date (as such term is defined in the Agreement), unless extended. FPL shall have the
right to renew the Agreement for up to three (3) additional five (5) year consecutive terms upon
delivering written notice to City prior to the expiration of the then current term.
4. Notice. This Memorandum is being executed by the parties solely to give public
notice of the interest of FPL in the Licensed Premises and is not intended to modify, amend or
alter in any respect whatsoever, the terms, covenants and agreements contained in the Agreement.
5. Counterparts. This Memorandum may be executed in one or more counterparts,
each of which is an original, but all of which together shall constitute one and the same instrument.
[Signatures and Acknowledgements Appear on Following Pages]
Exhibit C
IN WITNESS WHEREOF, City and FPL have executed this Memorandum on the date
hereinabove written.
Executed in the presence of: Licensor:
Name:
Name:
City of Miami, Florida, a municipal
corporation of the State of Florida
By:
Name:
Title:
ACKNOWLEDGEMENT
STATE OF FLORIDA )
)ss:
COUNTY OF )
On this day of , 20 , before me, the undersigned notary
public, personally appeared , as of the
City of Miami, Florida, a municipal corporation of the State of Florida, personally known to me to
be the person who subscribed to the foregoing instrument or who has produced
, as identification, and acknowledged that he/she executed the same
on behalf of said and that he/she was duly authorized so to do.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
NOTARY PUBLIC, STATE OF FLORIDA
Exhibit C
Executed in the presence of: Licensee:
Name:
Name:
Florida Power & Light Company,
a Florida corporation
By:
Name: Timothy Oliver
Title: Vice President of Corporate Real Estate
ACKNOWLEDGEMENT
STATE OF FLORIDA )
)ss:
COUNTY OF PALM BEACH )
On this day of , 20 , before me, the undersigned notary
public, personally appeared Timothy Oliver, as Vice President of Corporate Real Estate of Florida
Power & Light Company, a Florida corporation, personally known to me to be the person who
subscribed to the foregoing instrument or who has produced , as
identification, and acknowledged that he executed the same on behalf of said corporation and that
he was duly authorized so to do.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
NOTARY PUBLIC, STATE OF FLORIDA
Exhibit C
EXHIBIT D
License Fee
LICENSE FEE FORMULA
License Fee shall be calculated based on the actual capacity of kilowatts of solar power installed
by FPL under this Agreement ("Capacity") multiplied by Fifty and No/100 Dollars ($50.00) per
kilowatt; the resulting Capacity will be utilized for calculating the annual License Fee for each
year during the Term (or the pro -rated portion thereof in accordance with Section 7 of this
Agreement).
Exhibit D
EXHIBIT E
Wire Transfer Form and Direct Deposit Form
Financial Electronic Data Interchange Agreement
FINANCIAL ELECTRONIC DATA INTERCHANGE AGREEMENT
10 ["FEDI Agreement"]
FPL
SECTION A: INFORMATION FOR COMPANIES DOING BUSINESS WITH FPL
• This FEDI Agreement is for purposes of facilitating electronic payments to your Company's account at a
specified Financial Institution ("Bank") in lieu of payment by check transmitted by U.S. Mail to Company's
address.
• Company must fill in Section B COMPLETELY. The signature by your representative authorizes FPL to
satisfy payment obligations by initiating funds transfers resulting in a deposit into your specified Bank and
account.
• Company is solely responsible for the accuracy and completeness of all information provided in Section B,
below, and FPL is authorized and directed to rely on such information. FPL is under no duty to detect any
inaccurate, inconsistent or incomplete information provided to FPL by Company in connection with any
service or materials provided to FPL. If necessary to give effect to instructions for any service or materials
provided to it, FPL may change the information provided to it, including names and account numbers.
• Remittance information will be sent to the Company's Bank in CTX format via an FEDI transaction set 820.
How the remittance information is communicated to the Company, as well as any costs associated with this
communication, is between the Company and its Bank.
• Payments will be processed by our respective Financial Institutions in accordance with the rules of the National
Automated Clearing House Association (NACHA).
• Payments will be made in accordance with the payment terms of applicable contracts.
• Any subsequent changes to the Bank Identification Number (ABA) or Company's Account Number listed
below will require fifteen (15) days' advance notice and transmittal of a revised FEDI Agreement to your
business contact at FPL and/or transmittal by mail to:
■ NextEra Energy
■ Attention: Accounting - Vendor Maintenance
■ P. O. Box 88888
■ North Palm Beach, FL 33408 -or- email to: AP-vendor-maintenance-nextera-
energy@nexteraenergy.com
Exhibit E
Exhibit F
SECTION B: COMPANY INFORMATION & AUTHORIZATION
Company Name:
Company Address:
- - - - - -
- - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Federal Tax ID Number:
Company Accounting Contact Person
Name:
I Title:
Phone #:
Fax #:
I Email:
Bank Information (Contact Financial Institution to obtain this information)
Bank Name:
Branch:
City:
State:
[ABA... Must be 9 digits]
Company's Account Number:
Checking: Savings: ❑
Bank Contact Person:
Phone:
Company Authorization Signature
Authorized By:
Date:
Print Name:
Title:
SECTION C: FOR FPL INTERNAL USE ONLY
Vendor #:
Entered By:
Date:
Exhibit F
FXMRiT F
Form Easement
This Instrument has been prepared by or under
the supervision of (and after recording return to):
Seth S. Sheitelman, Esq.
Florida Power & Light Company (LAW/JB)
700 Universe Boulevard
Juno Beach, Florida 33408
EASEMENT
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, a Florida corporation, its affiliates, licensees, agents, successors, and
assigns (collectively, "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")
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.
[Signature appears on following page]
Exhibit F
IN WITNESS WHEREOF, the undersigned has signed and sealed this instrument on
Signed, sealed and delivered
in the presence of: Licensor:
City of Miami, Florida,
a municipal corporation of the State of Florida
By:
Print Name: Emilio T. Gonzalez
Title: City Manager
Attest:
By:
Print Name: Todd B. Hannon
Title: City Clerk
Approved as to Legal Form and Correctness
By:
Print Name: Victoria Mendez
Title: City Attorney
Approved as to Insurance Requirements
M
Exhibit F
Print Name: Anne -Marie Sharpe
Title: Risk Management Director
Name:
ACKNOWLEDGEMENT
STATE OF FLORIDA
)ss:
COUNTY OF
On this day of , 20 , before me, the undersigned notary
public, personally appeared , as of
, personally known to me to be the person who subscribed to the
foregoing instrument or who has produced , as identification, and
acknowledged that he/she executed the same on behalf of said and that he/she
was duly authorized so to do.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
NOTARY PUBLIC, STATE OF FLORIDA
Exhibit F