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HomeMy WebLinkAboutBack-Up Document0 PPL. writer's Direct Dial: (561) 3045134 (561)691.7305(Fax) Patrick.8ryan4fpl.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, Sincerely---,� . t(Patr� ick M, Bryan Senior Counsel Florida Power & Light Company PMBlbjw Enclosure (1) Cc, Pam Rauch (w/out enclosure) Irene White (w/out enclosure) Armando Fernandez (w/out enclosure) Florida Power & Light Company 700 Universe Boulevard, Juno Beach, F% 33408 CD n G M e -v C ® = w 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 "City") 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 deternliuied 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 terns 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 CostAnrount" 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, 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 perfonn 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 "Contribittion Cost Antount" ), 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 — EASEMENTIRIGHT-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 farm, sufficient to pen -nit 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 govermnent 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" C. 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 [151 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. 20170004 -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 agreements. that 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 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 E. FPL or its Contractor(s) shall add the City of Miami as an additional insured to its corrunercial 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 attaclunent 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 pprovals: 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 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 2"d 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 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 Ageement. The Parties acknowledge that this Agreement (inclusive of Exhibits A BCD 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 b 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] I rii IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized officers as of the Effective Date. FLORIDA POWER & LIOHT COMPANY Pamela M. Rauch VP External Affairs/Economic Development CITY OF MIAMI, FLORIDA APPROVED AS TO FORM AND CORRECTNESS: City Attorney XJA I 12 Daniel J. Alfo City Manager APPROVED AS TO INSURANCE REOUIREMEN,TS Ami -Marie Sh e, Director Department of kisk Management EXHIBIT A TO NEW UNDERGROUND TRANSMISSION FACILITIES CONSTRUCTION AND CONTRIBUTION AGREEMENT DESCRIPTION OF THE ROUTE EXHIBIT A FLORDA POWER & LIGHT 2 UNDERGROUND TRANSMISSION LINE FSON SUBSTATION F I Ips} rAMEE&MY V -5s FT- PR= P�- 21. OJ3 pi I pl-ir, FpcprsrD SW. l A,E4UE MAT A aul3eTATI0N ni V;JLT ?I FI d I RM -D 4A.T JT V V;aa 4 WA F—ij 37.d Ft%LE NOT TO SCALE COCC)NUr GROVE SUE15TATtON P, 3 YAli ;s WELT is vku ji 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) UNUERUKUUNU E,ASENit I (BUSINESS This Insfrument Prepare 8y 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 ahove-ground equipment) to be installed from me tito 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 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 , 2D_. Signed, sealed and delivered in the presence of: Entity Name (vVitness'Signatuna) Print Name: (Wttnass) Print Nafne: STATE OF before me this i Ess igna ure (Witness sy, Print Name: Print Address: AND COUNTY OF . The foregoing instrument was acknowledged day of 20—, by , the of a who is personally known to me or has produced (Type of identification) as identification, and who did (did not) take an oath, My Commission Expires: Notary Public, Signature Print Name Work Request No. UNDERGROUND EASEMENT Sec.._.., Twp _ S, Rge _. E lINUIVI®UAL) 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 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 Weil 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 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 inggress and egress to the Easement Area at all times; the right to clear the land and keep it cleared of all trees, und�:rgrowth and other obstructions within tYte Easement Area; the right to trim and cut and keep trimmed and cut all dead, weals, 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 furt�ter grants, to the fullest extent the undersigned has the power to grant, if at all, the rights hereinabove granted on the Easement Area, over, slang, under and across the roads, streets or highways ad1Dining or through said Easement Area. IN WITNESS WHEREOF, the undersigned has signed and sealed this instrument on Signed, sealed and delivered in the presence of: ay! (witness' ignature) Print Name: i Hess Print Name: t i Hass igna ure (Witness) Print Name; Print Address: By: Print Name: Print Address: 20 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 ldEntlflcation) My commission Bxpfres: Notary Public, Signature Print Name Work Request No, Sec._, Twp — S, Rge _ E Parcel I. D. (Maintained by County Appraise() 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 ("PPL"), 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") VV"IF nrte+ r To ether 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 tie 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 sstems of communications or power transmission or distribution, and further grants, to the fullest extent the undersigned has t e 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 Signed, sealed and delivered in the presence of: (Witness' €gna ura Print Name: mess Print Name: r Hess igna ura (witness) Entity name By: Print Name: Print Address: STATE OF AND COUNTY OF before me this day of , of personally known to me or has produced frype of identification) My Commission Expires: rM The foregoing instrument was acknowledged 20L,, by , the a , who is as Identification, and who did (did not) take an oath. Notary Public, Signature Print Name Work Request No. Sec._, Twp _ S, Rge _ E Parcel J.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 utiiity 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 anc! 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 an Signed, sealed and delivered in the presence of. By: Print Name: i Hess igna ure) Print Name: Print Address: (witness Print Name: i Hess igna ure (Witfress) STATE OF AND COUNTY OF day of �J 20_, by who is (are) personally known to me or has (have) produced take an oath. My Commission Expires: By, Print Name: Print Address: 20—, The foregoing instrument was acknowledged before me this and (Type of Identification) as identificabon, and who did (did not) Nctary Public, Signature Print Name EXHIBIT C TO NEW UNDERGROUND TRANSMISSION FACILITIES CONSTRUCTION AND CONTRIBUTION AGREEMENT PERMIT CONDITIONS/WORK RESTRICTIONS 11026113111 ra Permit Conditions/Restrictions For Inclusion in the Downtown Injection Ajucement 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 SPM, Monday through Friday. Approved working hours for Saturdays are 9AM to BPM. 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 cominence 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 300 -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 FPSC Docket: issuing a request for proposals (RFPs) for modernization of the 170122 -EI Lauderdale Plant, by Florida Power & Light Company Petition for approval of arrangement to mitigate unfavorable impact FPSC Docket of St. Johns River Power Park, by Florida Power & Light Company 170123 -EI Petition for approval of a new depreciation class and rate for energy FPSC Docket storage equipment, by Florida Power & Light Company 170097 -EI Petition for approval of revised customer security deposit tariff FPSC Docket sheets, by Florida Power & Light Company 170096 -EI Petition for approval of renewable energy tariff and standard offer FPSC Docket contract, by Florida Power & Light Company 170077 -EQ Analysis of IOUs' hedging practices FPSC Docket 170057 -EI Fuel and purchased power cost recovery clause with generating FPSC Docket performance incentive factor 170001 -EI Energy conservation cost recovery clause FPSC Docket 170002 -EG Purchased gas adjustment (PGA) true -up FPSC Docket 170003 -GU Natural gas conservation cost recovery FPSC Docket 170004 -GU Environmental cost recovery clause FPSC Docket 170007 -EI Petition for limited proceeding for recovery of incremental storm FPSC Docket restoration costs related to Hurricane Matthew by Florida Power & 160251 -EI Light Company Application for authority to issue and sell securities during calendar FPSC Docket year 2017 and 2018 pursuant to Section 366.04, F. S., and Chapter 1602.13 -EI 25-8, F.A.C., by Florida Power & Light Company Petition for limited proceeding to modify and continue incentive FPSC Docket mechanism by Florida Power & Light Company 160088 -EI Petition for approval of 2016-2018 storm hardening plan, by Florida FPSC Docket Power & Light Company 160061 -EI 2016 depreciation and dismantlement study by Florida Power & FPSC Docket Light Company 160062 -EI Petition for rate increase by Florida Power & Light Company FPSC Docket 160021 -EI Status of Joint -Ownership of discussions associated with Florida FPSC Docket Power & Light's Turkey Point Units 6 and 7 080271 -EI Petition for issuance of a storm recovery financing order, by Florida FPSC Docket Power & Light Company 060038 Industrial Wastewater Permit Renewal for the Turkey Point Cooling DEP PA WP Canals, Florida Department of Environmental Protection 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 I. II EXHIBIT E INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE -DOWNTOWN INJECTION PROJECT 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 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 W. 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. PRL. Evidence of Self -Insurance July 06, 2017 City of Miami 444 SW 2 n 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.nexteraener,cy.y.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 10 day of c u (L , 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, 38h Avenue and 37a' 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 permits 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 PROTECT (a) Within 30 days after FPL's filing of a permit application that folly complies with all federal, state, and local laws, rules, and regulations, the City will issue a pern-.it 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 Tluee 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 may 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 Department, and any other necessary agencies or departments, to determine appropriate locations for street lights within the Three Block Area, should such be applicable. III. INDEMNIFICATIONIHOLD 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 harmless 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, judgment, 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. IV. UNDERGRQUNDING 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 trade 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. TERMINATION 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 parry 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. V1. ENTIRE AGREENIENTIAIVIENDIVIENTS (a) This Agreement. as it may be amended from time 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 othenvise 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 formality 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 terminate this Agreement in its entirety. An election to terminate this Agreement based upon this provision shall be made within seven (i) days after the fmding 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 TERINIS (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 5250,000.00 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 FLORIDA POWER &LIGHT C ANY Pamela M. Rauch VP External Affairs/Economic Development CITY OF NHAMI, FLORIDA ATTEST: Todd B. Hannon City Clerk APPROVEDAO FORM AND CCSRRECTN .. SS Daniel J. Alf o City Manager � r APPROV AS OS �CE Ann-MSharpe, Denartm nt of Risk Page 9 of 9 Exhibit A Work Request No. UNDERGROUND EASEMENT Sec._,Twp _S, Rge_E (EUSINE5 This Instrument Prepare 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 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") 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: Entity Name (Witness Signature) By: Print Name: (Witnessy Print Name: Print Address: (vV fFess sign -55 -re -3 Print Name: (Witness) 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, UNDERGROUND EASEMENT Sec._, Twp _ s, Rge _ E (I NDIVI DUAL This Instrument Prepared y 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 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") 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, weals leaning or dangerous trees or limbs outside of the Easement Area, which might interfere with or fall upon the lines or systems of communications ar 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 Signed, sealed and delivered in the presence of: By: i Hess igna ure. Print Name: Print Name: Print Address: i ness Print Name: By: (witness' igna ure (Witness) Print Name: Print Address: 20 STATE OF AND COUNTY OF . The foregoing instrument was acknowledged before me this day of , 20_, by who is (are) personally known to me or has (have) produced take an oath.. My Commission Expires: , and (Type of Identification) as identification, and who did (did not) Notary Public, Signature Print Narne Work Request No. Sec._, Twp _ S, Rge _ E Parcel I. D. (Maintained by County Appraiser) 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 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" ("Fasement 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 afl 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 transmissson 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 Signed, sealed and delivered in the presence of: i Hess egna ure Print Name: (WIness) Print Name: STATE OF before me this (Witness' Signature) (Witness) AND COUNTY OF day of of personally known to me or has produced (Type of Identification) My Commission Expires: Entity name By: Print Name: Print Address: 20—. . The foregoing instrument was acknowledged 20_, by , the who is as identification, and who did (did not) take an oath. 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") 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 frim 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 Signed, sealed and delivered in the presence of: ay i Hess igna ure Print Name: rtness Print Name: ness igna ure (Witness) Print Name: Print Address: By: Print Name: Print Address: 20—. STATE OF AND COUNTY OF . The foregoing instrument was acknowledged before me this day of 2(]_, by who is (are) personally known to me or has (have) produced take an oath. and (Type of tden6ficatien) as identifications, and who did (did not) My Commission Expires: Notary Public, Signature Print Name �'. f,.+.� �g 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 Governm}ent" , 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 ROTI"� 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 "ROPY", 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 I of 6 ROW 2. Conditions Precedent to Placement of Underground Facilities in (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 fixture 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 2 of 6 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 reirnbursement 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 casement 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 lona 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 patty 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 becornes 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. r 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 overnight 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 WF NESS 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) (Print or type) By: (signature) Name: Title: Approved as to Terms and Conditions: Approved as to Form and Legal Sufficiency: (print or type) (print or tape) (signatu eltitle) (signature/title) For FLORIDA POWER & LIGHT COMPANY N (signature) (print or type) Title: (print or type) Page 6 of 6 i � � � �� - �, �I .. �1TY qF� ZZ ~ ['CSC L�;A Ol NE 38TH ST v t ti w z ILI W 3TT m N f yF W NW 36TH, T NE 36TH ST 1 NE 36TH TER t NW 35TH ST NE 35TNST � � 1 c NE 35TH S r EJ N 30.TH TER NE 5 TH ST NW UTH ST NE 30TH ST W3 u d � Z i a z a ME 33RD ST NW 33RD ST z NE�32ND-ST NW 32ND ST NE 32N0 ST !V f NE 31ST ST dW Iti NW 31 ST ST NE 31ST ST l Lemic end Midtown Parcels Al NW 30TH ST k,E ]q 1 V � St Pa rk f Rail r' NW 29TH ST NE 29TH ST 140 280 560 Fee Legend West Brickell N Parcels Park j Metro Rail 10 175 350 700 Feer i SW -17TH ST ir v il yf ... 4k 'i 6• * � � _.. N � II INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE -COCONUT GROVE INJECTION TRANSMISSION PROJECT Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $11000,000 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 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. Wor'ker'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 Citi- 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. Evidence of Self -Insurance July 06, 2017 PPL-. City of Miami 444 SW 2 d Avenue Miami, Florida 33130 RE: Self -Insurance Documentation for Florida Power L, 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 followin- 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: 51,000,000 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 tenns 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:!/w,,vw.next eraenergv.con1/inti estors/index.shtnil. Sincerely, �rrzce Jenkiri.c Grace Jenkins Principal Risk Management Analyst 700 Universe Blvd, Juno Beach, FL 33408