tab6 - ordinancewatch™ · 2015. 10. 1. · tab6 . city of palmetto agenda city of palmetto city...

City of Palmetto Agenda

City of Palmetto City Hall Commission Chambers

Presenter /Department: Mayor and City Attorney Title: FPL Solar Ener Structure Background Discussion:

Meeting Date: October 5, 2015

FPL proposed to construct a solar energy structure at Estuary Park. The structure is proposed to cover a possible kayak storage facility or parking spaces on the site. The facility will promote solar energy in the City and will provide nominal annual income to the City for the life of the project. FPL proposed a draft agreement and the City countered with a similar agreement in terms to what has been agreed between FPL and Broward County. FPL countered with several modifications to the agreement

Discussion:

The agreement and easement provides for an annual payment to the City of $2,500.00 and has a term of thirty (30) years. It is legally acceptable in its current form, but there are limits on FPL's liability under the agreement and the business terms should be carefully considered. This agreement places limitations on the City for structures which may interfere with the solar panels and provides for significant penalties on the City ifthe agreement is terminated early. Additionally, the agreement provides for:

• A lease and easement on the property. • FPL the right to access the City's electrical and high speed internet systems. • That FPL's mortgage with Deutsche Bank could constitute a lien, claim, or encumbrance upon the

facility, but not the property. • No payment and performance bond. • Indemnification for FPL to be capped at $2,000,000.00. • FPL to freely assign and mortgage its interests under the agreement without the City's consent.

There remain a few terms to be finalized and some formatting issues in the FPL proposal to be addressed, if the Commission wishes to proceed with this proposal, but FPL is asking for conceptual approval.

Since Our Last Meeting:

We have cleaned up formatting and typographical errors in the Agreement.

Budgeted Amount: IN/A I

Available Amount: Expenditure Amount:

I I

Is this expensed from Operating Budget? Is this part of the CIP: Y/N

1103027/1

DCapital Expense DNon Capital Expense

Cost and Funds Source Account Number and Name:

City Attorney Review: Y /N

Potential Motion: I move to approve the concept of entering into the Solar Energy Lease and Easement Agreement between the City of Palmetto and Florida Power and Light Company (FPL) in substantial conformance with the attached agreement.

Staff Contact: Attachments:

1103027/1

SOLAR LEASE AND EASEMENT AGREEMENT

BETWEEN

CITY OF PALMETTO

AND

FLORIDA POWER & LIGHT COMPANY

FOR

INSTALLATION AND OPERATION OF A SOLAR PROJECT AT ESTUARY /RIVERSIDE PARK

This Solar Lease and Easement Agreement ("Agreement") between City of Palmetto, Florida, a Florida municipality ("City"), and Florida Power & Light Company, a Florida corporation ("FPL"), collectively referred to as the "Parties" and sometimes individually referred to herein as a "Party", is entered into effective as of the date this Agreement is executed by the City ("Effective Date").

RECITALS

WHEREAS, City is the fee simple owner of that certain property more commonly known as Estuary Park, which property is more particularly described on the attached Exhibit "A" (the "Property"), which exhibit is made a part hereof; and

WHEREAS, the City and FPL desire to advance renewable energy and solar energy projects in the City of Palmetto, reduce regional greenhouse gas emissions, and expand community participation in energy conservation and renewable energy initiatives (the "Objectives"); and

WHEREAS, in furtherance of such Objectives, City has agreed that FPL may use au approximate =-9000 square feet portion of the Property, as generally shown on the attached Exhibit "B" (the "Premises") which exhibits are incorporated herein by reference and made a part hereof, for the purpose of constructing, installing, and operating Equipment (defined below) for an approximate --100 kW solar plant to generate, measure, and transmit solar power (the "Project"), subject to the te1ms of this Agreement, and FPL has agreed, at its sole cost and expense, to install and operate the Project on the Premises; and

NOW THEREFORE, in consideration of the mutual terms, conditions, and promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Definitions.

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The terms set forth below, when used in this Agreement, are defined as follows:

I. I Applicable Laws means any and all applicable laws, codes, advisory circulars, rules, regulations, ordinances or resolutions of any governmental or quasigovernmental entity relating to the Project and Premises, or activities at the Premises, that have been, or may hereinafter be adopted, and as may be amended from time to time, including without limitation all applicable federal , state, City, local and any quasi-governmental agency laws, codes, advisory circulars, rules, regulations, ordinances, resolutions, development orders, and grant agreements (true, correct, and complete copies of such resolutions and grant agreements, if any, having been delivered to FPL by City).

I .2 Approved Plans means plans and specifications for the Project that have received prior written approval from the Contract Administrator under Article 5 of this Agreement.

1.3 ---·-- ---- -- ----- ·1 Formatted: Underline

1.4 Commencement Date means the date on which the Project becomes operational, which shall be the date on which FPL has obtained any and all approvals, licenses and permits necessary to operate the Equipment, and the Equipment has been installed, connected to the Property's electric transformer, and generating solar power.

1.5 Connecting Equipment means the cables, electrical wmng, wire management systems, electric meters, power distribution boxes, connecting hardware as necessary to connect the Solar Equipment with the Inverters, and as necessary to connect the Inverters with the electric transformer, and any additional equipment necessary to generate and transmit solar power for the Project.

1.6 Contract Administrator means the City Clerk or some other City employee expressly designated as Conh·act Adminish·ator in writing by the City Clerk.

1.7 .!2.fil' or "days" means the calendar days of the week, consisting of Sunday through Saturday.

1.8 Equipment collectively means the Solar Equipment, Connecting Equipment, and Inverters for the Project.

I .9 Inverters means any inverters necessary to generate and h·ansmit solar power for the Project.

I. I 0 Equipment Life means the life of the Equipment, which is thirty (30) years from the Commencement Date.

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1.11 Premises means the portion of the Prope1iy upon which the Equipment for the Project shall be installed or placed by FPL, as more particularly identified in Exhibit "B," attached hereto and made a part hereof, subject to easements, rightsof-way of record, and all other property interests of record, including, but not limited to, water distribution, sewage collection, underground electrical, telephone and telecommunications conduits, and above-ground lighting and power poles.

1.12 Term and Term of this Agreement or words of similar import means the Term as provided in Article 3 hereof, subject to earlier termination as provided in this Agreement.

1.13 Termination Date means the date this Agreement terminates or expires .

1.14 Solar Equipment means the solar canopy structures, the solar power generating panels and any additional equipment necessary to generate and transmit solar power for the Project.

2. Premises.

2.1 Grant. City hereby leases and grants to FPL, and FPL accepts, the Premises for the purpose of, at FPL's sole cost, expense and risk, installing, constructing, operating, inspecting, maintaining, repairing, removing, enlarging, modifying, testing, re-siting and replacing the Equipment and Project in accordance with the Approved Plans, together with a right of ingress, egress, and regress over the Property as necessary to enable FPL to have access to the Equipment for the purposes of installation, operation, inspection, maintenance, repair, and replacement thereof.

City also grants FPL the right, license, and privilege, at FPL's sole cost, expense and risk, to install signage on the Premises, in the vicinity of, at the point of access to, the Project for any or all of the following purposes : (I) identifying FPL's ownership of the Equipment; (2) identifying the existence of the Equipment on the Premises; (3) instr·ucting parties accessing the Premises to use caution so as not to damage the Equipment; and (4) provide all necessary hazard and safety warnings. The location, design and content of such signage shall be subject to the prior approval of Contract Administrator, which approval shall not be unreasonably withheld, conditioned or delayed. Such signage shall be removed by FPL upon the final removal of the Equipment from the Premises in accordance with the terms of this Agreement.

2.2 Use of Premises. FPL shall use the Premises solely for the purposes described in Section 2.1 and for no other purposes. FPL covenants that during its use and occupation of the Premises, neither FPL nor its employees, agents, consultants or invitees shall engage in any nuisance or hazardous trade or occupation on, in, or upon said Premises, nor shall FPL, its employees, agents, consultants and invitees

keep in or about said Premises any item which will increase the risk of any hazard, / {._F_o_rm_ att_ e_d_:_P_ro_fi_le_In_fo-'-, _Ri.=.gh_t _________ _,

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fire, or catastrophe, other than would normally occur in connection with the Project, and nor shall they commit waste upon or damage the Premises. During the Term, neither FPL, nor its employees, agents, consultants and invitees, shall use or occupy the Premises in any manner which would violate any Applicable Laws or interfere with or adversely affect the operations or maintenance of the Property. City shall provide written notice to FPL of any action which the City deems appropriate to remove or eliminate any nuisance or hazard caused by FPL from the Premises. FPL shall correct any such nuisance or hazard of its making on the Premises within thirty (30) days following receipt of such written notice from the City. If FPL fails to correct any such nuisance or hazard with forty-five ( 45) days of such written notice, City reserves the right to thereafter take any action necessaiy to abate such nuisance or hazard, and FPL agrees to reimburse the City for its reasonable costs associated with such abatement incurred within forty-five ( 45) days of its receipt of City's invoice.

2.3 Condition and Use of the Premises. FPL shall secure all necessaiy permits for the construction and operation of the Project on the Premises and shall operate the Project in compliance with Applicable Laws. FPL shall conduct its own due diligence investigation of the Premises, and determine in its sole opinion, the suitability of the Premises for FPL's Project. The use of the Premises, and all components thereof, is hereby granted to FPL in "AS IS CONDITION" and "WITH ALL FAULTS."

2.4 The right to access and the use of Lessor's electrical systems and high speed internet.

2.5 Easements. In addition to the lease of the Premises, City hereby grants to FPL, its successors and assigns for the Term of this Agreement, such non-exclusive easements for ingress, egress and regress over the Property, to and from the Premises, as are necessary to enable FPL to access the Equipment on the Premises for the purposes of construction, installation, operation, inspection, repair, maintenance, replacement, testing, re-siting, replacing enlargement, modification and removal of such Equipment, and an a non-exclusive easement over the Prope1ty for the installation of wire, poles, conduit and related facilities necessary for the connection of the Equipment to the electrical grid.

~-' --·-- Term. -·----·-··------·-·--·----·----·----·----·----·-·-- · -·-- ----·------·--·----·----·----·----·------------:::: : 1)c:~:~::-::~:~:~: ~::~~~:: ~:~::----------===: 3. I Term. Subject to and upon the terms and conditions set forth herein, in

consideration of Ten Dollars ($10.00) and other consideration the receipt and sufficiency of which are hereby acknowledged, the initial term of this Agreement shall commence upon the Effective Date and continue for up to twelve (12) months (the "Initial Construction Term"), and shall automatically renew upon the same terms and conditions as set forth herein for up to an additional twelve (12) month (the "Extended Construction Term") unless and until such time as FPL delivers written notice to City of FPL' s desire to either terminate the J

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Agreement or commence the Operating Term of the Agreement. The Initial Construction Term and Extended Consh·uction Term, if any, are hereafter collectively referred to as the "Construction Term". The "Operating Term" of the Agreement shall commence on the Commencement Date (which for purposes of this Agreement shall mean the date on which the Equipment becomes operational as confirmed in writing by FPL), and continue for a term ending on the thirtieth (3Q1hJ_ anniversary of the Commencement Date. The Operating Term and the Construction Term are collectively referred to herein as the "Term". For the purposes of this Agreement, "operational" means the date on which FPL has received any and all approvals, licenses, and permits necessary to operate the Equipment, the Equipment installed on the Premises, is connected to the electric transformer, and generating solar power. The paities agree upon the Expected Equipment Life.

3.2 Obligations and Liabilities Remain. The expiration or termination of this Agreement does not release FPL from any liabilities or obligations hereunder that accrued on or before the Termination Date. Upon the expiration or termination of this Agreement, FPL shall cease all operations upon the Premises, remove its Equipment, and surrender the Premises in accordance with the terms of this Agreement.

4. Compensation.

4.1 Starting on the Commencement Date and continuing through the Term, FPL shall compensate City annually, on or before July I 5th of each year of the Term, in the amount set forth in Exhibit "C" attached hereto and made a pait hereof ("Compensation"). If the Term commences on a date other than July 15, FPL shall pay City upon commencement of the Term an amount equal to the pro-rata portion of the applicable Compensation for such annual period. if this Agreement expires or is terminated at a time other than on the last day of an annual period, the Compensation shall be prorated as of the date of expiration or termination for any reason (other than a default by FPL) and all prepaid Compensation that has not yet accrued shall be refunded to FPL within thirty (30) days. Compensation shall be payable to City and the address specified in Article 23 below.

4.2 As additional consideration for FPL's use of the Premises, City has the option to certify the renewable energy credits (RECs) generated as a result of the FPL's installation and operation of the Equipment on the Premises. FPL will take such annual actions needed to ensure that the RECs are Green-e certifiable in accordance with the Green-e Energy National Standard Version 2.3 , as it may be modified from time to time (the "Green-e National Standard"), administered by the Center for Resource Solutions. A REC that is "Green-e ce1tifiable" means that the REC (i) includes all Green-e ath·ibutes arising as a result of the generation of electricity by an eligible renewable resource associated with the REC, and (ii) meets all requirements set forth in Green-e National Standard to be certified. To the extent requested by City, FPL will promptly deliver to City the Green-e

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attestation form with such changes as the Center for Resource Solutions may require. City will be responsible for any and all costs associated with applying for, processing, and obtaining certification of the RECs.

5. Installation of Project and Location of Equipment.

5. I Obligations Before Project Installation. Within ninety (90) days after the Effective Date, and before commencing installation of the Project, FPL shall submit to Contract Administrator, for review and written approval, a site plan and complete plans for installation of the Project. The plans must be certified by an architect or engineer licensed to practice in Florida and must consist of the following: (a) working drawings; (b) construction schedule pre-coordinated with planned special events at the facility; (c) list of Equipment and fixtures; and (t) such other information as may be reasonably required by Contract Administrator.

5.2 Approved Plans. The plans and specifications for the Project (including any amendments and changes thereto) that have received Contract Administrator's written consent are hereinafter referred to collectively as the "Approved Plans". No work may be performed on the Premises, except pursuant to the Approved Plans. All construction, improvements, and installation of signs, Equipment and landscaping must be performed in accordance with the requirements of this Agreement. All of the plans and specifications must be in sufficient detail to reasonably permit Contract Administrator to determine compliance with this Agreement. No material changes may be made to any Approved Plans without Contract Administrator's prior written approval , which will not be unreasonably withheld or delayed. Any change to the Approved Plans that requires the issuance of a building permit or modifies an existing building permit for the Project is a material change.

5.3 Project to Comply With Applicable Laws. The installation of the Equipment, must comply with Applicable Laws. Contract Administrator's consent of any plans, specifications, or designs is not a representation or warranty as to such conformity, and the responsibility for Project compliance at all times remains with FPL.

5.4 Installation of Approved Project. Upon Contract Administrator's approval of plans, specifications and schedules, and FPL's receipt of all necessary permits and approvals for the Project, FPL shall commence installation of the Equipment, as required by this Article 5.

5.5 Inspection and Aooroval. During construction of the Project, the Contract Administrator and other City personnel shall have access to the Premises at all times to ascertain the progress and quality of the construction and to determine if the installation of the Equipment is proceeding in accordance with the Approved Plans and this Agreement. All work not conforming to these requirements may be considered defective and rejected by the City. FPL shall, at its sole cost and ,,,i Formatted: Profilelnfo, Right

expense, within thirty (30) days following receipt of written notice from the City advising of such defective work, either correct all defective work or remove such defective work and replace it with non-defective work. Should FPL fail or refuse to remove or correct any defective work, City may cause the defective work to be removed or corrected at FPL's expense.

5.6 Permitting and Licensing. Upon the Effective Date, FPL, its employees, contractors, agents, consultants, invitees, and governmental permitting, licensing, and regulatory entities (collectively, the "FPL Parties"), shall have access to the Premises to inspect, construct, install, test, maintain, repair, enlarge, modify, remove, replace and operate the Equipment. City shall cooperate as necessary with FPL in its efforts to obtain all permits, licenses, and approvals necessary to install and operate the Equipment and to transmit electricity generated thereby. The Equipment shall be installed as shown in the Approved Plans. Except as otherwise set forth herein, FPL shall have no right to access or utilize any other portion of the Property. FPL may relocate, with Contract Administrator's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed, the Connecting Equipment and the Inverters as is reasonably necessary to achieve optimal solar power generation. Installation of the Equipment shall be in compliance with all Applicable Laws and shall not result in the imposition or creation of a lien against any property owned by City.

5.7 Periodically Scheduled Meetings. If requested by Contract Administrator, FPL and its architect, engineer, or contractor shall meet with the City in periodically scheduled meetings to assess the current status of the Project.

5.8 Liens, Claims, and Encumbrances. City acknowledges that FPL's interests in the Equipment and this Agreement are and will be encumbered by FPL's existing mortgage and deed of trust with Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), which mortgage will only encumber FPL ' s leasehold interest in the Premises and FPL's Equipment located on the Premises. The Premises will remain free and clear of all liens, claims, and encumbrances relating to the Project or FPL's operations on the Premises. If any such lien or notice of lien relating to the Equipment or the Project is filed against the Premises in connection with FPL's operations, FPL shall, within thi11y (30) days after receipt of notice of the filing thereof, cause the same to be removed of record by payment, deposit, bond, or order of a court of competent jurisdiction.

5.9 "As-Built" Plans. At FPL's sole cost and expense, FPL shall provide Contract Administrator with a complete set of CAD and PDF format "as-built" plans and specifications, including printed reproducible "record" drawings, and a DVD containing a complete set of project electronic drawings. Drawing files shall be provided in Autodesk, lnc.'s AutoCAD release 2010 or higher for Windows. FPL, at its sole cost and expense, shall eTransmit all drawing files and their dependencies to the Contract Administrator, including but not limited to xrefs (if not bound), pen settings, CTB, shape, and all other files necessary to properly

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print, display, revise or reproduce the As-Built drawings, and shall also provide reference copies of all drawing sheets or other CAD and/or PDF format-produced documents intended for hardcopy plotting or printing in plot (.pit) version. If Autodesk Revit is used in the production of the Project, FPL, at its sole cost and expense, shall provide the Contract Administrator with a complete native Revit (.rvt) file including Revit families, in addition to those formats listed above as well as a full size PDF of each drawing in Adobe PDF professional version X or later. FPL, at its sole cost and expense, shall obtain and submit to the Contract Administrator an updated as-built site survey.

5. I 0 Contract Administrator's Approval for Alterations. All material additions, alterations, modifications, and replacements of the Project must comply with this Agreement, including without limitation, this Article 5. For the avoidance of doubt, the replacement of a solar panel or other Equipment does not constitute a material replacement or alteration. If any such material addition, alteration, modification, or replacement is made without Contract Administrator's authorization under this Article 5, then, upon notice in writing to do so, FPL shall remove the same or, at the option of Contract Administrator, cause the same to be changed to Contract Administrator's satisfaction. If FPL fails to comply with the notice, Contract Administrator may affect the removal or change and FPL shall pay the cost thereof to the City, within forty-five ( 45) days following receipt of City's invoice and suppmiing documentation.

6. Intentionally deleted.

7. Access.

7.1 Access. During the Term, FPL Parties shall have twenty-four (24) hours-a-day, seven (7) days-a-week access to the Premises, subject to the requirements of Section 5.1 above. Except in cases of emergency, however, the FPL Parties shall, by phone or email, provide the Contract Administrator with at least twenty-four (24) hours' prior notice of the need to access the Premises and shall use commercially reasonable efforts to minimize any interference with operations at the Property. The phone numbers and emails for such notification are provided in A1iicle 23.

7 .2 Right of Entrv. Inspection. and Testing. FPL shall permit entry, inspection, and testing, at all reasonable times, by inspectors of any federal, state, or City agency having jurisdiction under any law, rule, regulation, or order, applicable to the Premises or the operations at the Premises.

8. Unreasonable Interference. During the Term or any extension thereof, City shall not directly or indirectly cause or allow any of the following:

8.1 plaeement Placement of any equipment, structure, or improvements on or over any po1iion of the Solar Equipment, unless such placement is temporary and necessary ./·{_F_o_rm_a_tt_e_d_: P_ro_fi_ile_ln_fo_,_R_igh_t ________ ~

11 3098511+"

under any Applicable Laws or in furtherance of the City's operations at the Property;

8.2 plaeemeRt Placement of any equipment, structure or improvement in a location that unreasonably interferes with any of the Solar Equipment's exposure to sunlight, unless such placement is temporary and necessary under any Applicable Laws or in furtherance of the City's operations at the Property;

8.3 iRterferenee Interference in any way with any of the Equipment's ability to generate solar power, unless such interference is temporary and necessary to comply with any Applicable Laws or to conduct the City's business at the Property;

8.4 afl)'-Anv of the Equipment to become subject to any lien, mortgage, deed of trust, security agreement, mechanics lien, or other such encumbrance;

8.5 the-The 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 the Equipment or any portion of the Equipment is materially impaired, as determined by FPL in its sole discretion, unless such impairment is temporary and necessary under any Applicable Laws or in furtherance of the City's business at the Property; or

8.6 uRreasonable Unreasonable interference with FPL's access to the Premises.

FPL may terminate this Agreement in accordance with Article 19 herein if, after thirty (30) days of City's receipt of FPL's written notice that a condition described in this Article 8 constitutes an unreasonable interference with the Project, City has not abated the condition or is continuously and diligently prosecuting such abatement toward completion within a total of sixty (60) days from City's receipt of such written notice.

9. Maintenance; Repair; Replacement; Reinstallation. +-- -- · - { Formatted: Indent: Left: 0.13"

9 .1 During this Agreement, FPL shall operate and maintain the Equipment on the Premises in good working order and in a safe, clean manner. In the event the Equipment is damaged or destroyed at any time during the Agreement, FPL shall have the right, but not the obligation, to repair, replace, or reinstall the Equipment or any portion thereof within the Premises. If FPL elects not to repair, replace or reinstall any damage or destruction that renders the Equipment unusable, or materially impairs the Equipment's ability to generate solar energy, FPL may upon written notice to the City, may terminate this Agreement.

9.2 FPL shall provide and maintain all fire protection and safety equipment and all other equipment of every kind and nature required by any Applicable Laws for the Project.

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9.3 FPL shall repair any damage to the Premises caused by operations or activities of FPL, its agents, employees, consultants or invitees and any others entering upon or using the Premises.

9.4 FPL shall conduct, or cause to be conducted, all routine and necessary maintenance of the Project. If City's improvements to the Premises must be replaced or repaired, then FPL, upon receipt of at least sixty (60) days' written notice, shall remove the Equipment from the Premises during the period of time that the Premises is being repaired, renovated or replaced.

9 .5 If the Premises are totally destroyed by fire or other casualty, FPL or the City may, by written notice given not later than thirty (30) days after the date of such total destruction, terminate this Agreement.

9.6 So long as the City repairs or restores the Premises after damage, FPL shall have the right to repair, replace, or reinstall the Equipment or any portion of the Equipment on the Premises. If the Premises have not been restored to the condition in which they existed prior to such damage or destruction, and such destruction interferes with FPL's operation of the Project as determined by FPL in its sole discretion, then City may terminate this Agreement upon thirty (30) days' written notice to FPL, or City shall provide FPL with an alternative, suitable location on the Property on which FPL may install the Equipment. If, however, the alternative location proposed by the City is unsuitable to FPL, in its reasonable discretion, FPL shall have the right, upon written notice, to terminate this Agreement.

9. 7 If any termination of the Agreement occurs pursuant to this Article 9, FPL shall remove the Equipment in accordance with Article 20.

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attributable to the Equipment or its installation or placement on or within the Premises. FPL may challenge, whether in a court, administrative proceeding, or other venue, any personal property or other tax assessments that may affect the Premises as a result of the Equipment. If City receives notice of any personal property or other property tax assessment against the Premises which may affect FPL, the Project or the Equipment, and is attributable, in whole or in part, to the Equipment or Project, City shall provide timely notice of such assessment to FPL, and FPL shall decide whether to consent to or challenge such assessment. Further, City shall provide to FPL any and all documentation in the possession of City that is associated with such assessment and City may execute any and all documents reasonably necessary to effectuate the intent of this A11icle. The Parties acknowledge that City pays no real property taxes on the Premises.

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J_l ~ ___ __ Insurance. _____ _________ __ __ ___ _____ ______ __ __ __ __ ______ ___ _______ ______ __ ____ _ _

11. I FPL will maintain at all times during the Agreement, the insurance designated in this Article in accordance with the terms and conditions required by this Article.

Such policy or policies shall be issued by companies authorized to do business in the State of Florida with a minimum AM Best financial rating of" A - , VII". FPL shall name City as an additional insured under the General Liability insurance policy.

Commercial General Liability Insurance with coverage of not less than three million dollars ($3,000,000) per occurrence combined single limit for bodily injury and property damage.

Business Automobile Liability Insurance with minimum limits of two million dollars ($2,000,000) per occurrence combined single limit for bodily injury and property damage.

Workers' Compensation Insurance in compliance with Florida Statutes, Chapter 440 . Coverage shall include Employer's Liability Coverage with minimum limits ofone million dollars ($1 ,000,000) per accident.

FPL has the right to meet the insurance designated in this Article through any combination of self-insurance, primary or excess coverage. Should FPL selfinsure, then prior to accessing the Premises, FPL will provide City with a letter of such self-insurance with reference to publicly available financial statements and annual report and upon request such other publicly available information as City may reasonably request.

For any contractors hired by FPL, FPL shall provide the City with an ACORD or similar certificate of insurance reflecting that the contractor carries Commercial General Liability with minimum limits of one million dollars ($1 ,000,000) per occurrence. FPL shall endeavor to require its contractor(s) to include Broward City as an additional insured on such policy.

11.2 Insurance coverage is not to cease and is to remain in force (subject to cancellation notice) throughout this Agreement. FPL shall notify City within thi1ty (30) days of cancellation or restriction of coverage for any policies carried by FPL and required by this Article 11 . If any insurance coverages will expire before the termination of this Agreement, FPL shall furnish copies of renewal certificates upon expiration. Any insurance policy providing coverage on a "claims-made" basis must remain in force for two (2) years after the termination of this Agreement.

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11.3 Notwithstanding anything to the contrary herein, FPL waives any right of recovery against City for any loss or damage to the extent the same is required to be covered by FPL's insurance hereunder.

11.4 City and FPL agree that, in the event of loss due to any of the perils for which they have obtained insurance, each party shall look first to its insurance for recovery. City and FPL hereby grant to each other, on behalf of any insurer providing insurance to either of them, with respect to the Premises or the Property, a waiver of any right of subrogation which any insurer of one party may acquire against the other by virtue of payment of any loss under such insurance, provided that such waiver of the right of subrogation shall not be operative where the effect is to invalidate such insurance coverage.

11 .5 FPL self-insurance does not provide additional insured status or offer a waiver of subrogation.

12. Jndemnification . .f_]:'J,,_a_gr(;!~~ . !<?_ jn_cl.e_J!lf_lify~ __ clefe1_1cl _i1!1clJ~o)~--h~_1:J!l~i::~~--t!1i:: _ qty_fr_oi:n _ ~l_lcl~::-_---- Formatted: Font: (Default) Times New Roman, 12 pt, Font

against all claims, demands, losses, liabilities and expenses (including reasonable attorneys' fees) · >-c_0_10_" _8_1a_ck-------====== --

for personal injury or death to persons and damage to City property arising during the Term of Formatted: List Paragraph, Indent: Left: O", Outline numbered + Level: 1 + Numbering Style: 1, 2, 3, ... + Start

this Agreement, to the extent arising from the intentional, negligent, or willful misconduct of at: 12 +Alignment: Left+ Aligned at: o.19" +Tab after:

FPL, its employees and/or contractors up to the sum of Two Million Dollars ($2,000,000.00), 0.14" +Indent at: 0.19", Tab stops: O", List tab+ Not at

except to the extent prohibited by appl icable law. To the extent permitted under Florida law, ~0-· 1-4-"---------------~ including but not limited to the provision of Section 768.28 of the Florida Statues, if applicable, City shall indemnify, defend and hold harmless FPL from and against all claims, demands, losses, liabilities and expenses (including reasonable attorneys' fees) for personal injury or death to persons and damage to FPL's personal property arising during the Term of this Agreement, to the extent arising from the negligent, intentional or willful misconduct of City, its employees and/or contractors up to the sum of Two Million Dollars ($2,000,000.00). ).1_1_!1_o_e_".e11t _sh_all_fl'_L._ _.---- { Formatted: Font: Times New Roman, 12 pt

or City 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 FPL or City have any liabi lity under this Agreement. J~~ _ s_e_l_e_ct[()!1. _ 9.Lc;_()!l_l_l~~l __ !() __ cl.efei:i~Uhi:: __ c;:_i_ty _ o_r.f_P~--s~~l_l __ b_e ___ __ - Formatted: Font: (Default) Times New Roman, 12 pt, Font

subject to the prior written approval of the indemnified Party, which approval shall not be ;:c=o=lo=r:=B=la=ck================.:

unreasonably withheld, conditioned or delayed. l':l_e_i~ht:r _ fl:'.~ __ !!ncl/or_l!s _ !n_s_~~_e_1: _no_r _C_i_t)'. _il!lcl_ /o_r ____ .---{ Formatted: Font: Times New Roman, 12 pt

its insurer shall, without the prior written consent of the indemnified Party, which consent will not be unreasonably withheld, conditioned or delayed, enter into the settlement or compromise of any claim brought against the indemnified Party which is the subject of indemnification under this Agreement. .J~j~- _p~1:agi:l!P_h __ s~~l_l __ s~_r".iv_e __ the __ e~_pjrati9_n _ (Jr __ (;!~I)_i_er _ t_e_rJ!l[I]~t_i_oI] __ 9_(_ tl:i_i_s AgJeement, or any renewal term of this Agreement. ._ _____ __ _

Formatted: Font: Times New Roman, 12 pt, Font color: Black

Formatted: Font: 12 pt

+ - - - - -- { Formatted: Indent: Left: 0.5", No bullets or numbering

lLL_Notwithstanding the foregoing, each Party's li abi li ty to the other Party shall be • ---- -limited to direct damages and shall exclude any other liability, including without limitation, liability for special, indirect, punitive or consequential damages.

Formatted: Indent: Left: O", Hanging: 1", No bullets or numbering, Tab stops: 0.5'', Left+ 1", Left

/, { Formatted: Profileinfo, Right

-I-S.13 . Equipment to Remain Personal Property of FPL. The Equipment is and will remain • -----the property of FPL, its successors or assigns. The Equipment is and will remain personal property regardless of its use or manner of attachment to the Premises or the Property, and FPL 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 Premises or the Property. 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.

-1414. Quiet Enjoyment. City covenants and warrants, to the best of its knowledge and belief, that (i) City has full right, power, and authority to execute this Agreement, (ii) it has good and unencumbered title to the Premises free and clear of any liens or mortgages, except those disclosed to FPL, and (iii) execution and performance of this Agreement will not violate any Applicable Laws, or the provisions of any mo11gage, lease, or other agreement binding on City. City represents and warrants, to the best of its knowledge and belief, that there are no agreements with third parties that may materially and adversely affect the Equipment's exposure to sunlight. Subject to all provisions of this Agreement, FPL's nonexclusive, quiet enjoyment of the Premises or any part thereof shall not be disturbed as long as FPL is not in default beyond any applicable grace or cure period.

15. Default by FPL. The happening of any one or more of the following events shall be events of default under this Agreement:

15.1 tile-The failure of FPL to pay Compensation (as set forth in A11icle 4), or other charge or money obligation herein required to be paid by FPL within thirty (30) days after written notice from City, or

15.2 tile-The failure of FPL to fully perform any other of its covenants under this Agreement within forty-five (45) days after written notice from City; provided, however, if such non-monetary failure cannot reasonably be cured within said fo11y-five (45) days from notice and FPL has started to cure such failure within said forty-five (45) days and FPL is continuously and diligently prosecuting such cure toward completion, the cure period shall be extended an additional forty-five (45) days (for a total of ninety (90) days from such written notice).

16. City's Remedies. City's remedies for events of default by FPL shall include the following:

16.1 Upon an event of default for non-payment of Compensation under Article 4 above, FPL shall pay to the City interest daily on the unpaid amount at the annual rate of six percent (6%) ("Interest").

Formatted: Indent: Left: O", Tab stops: O", List tab + Not at 0.5''

16.2 Upon an event of default as set fo1ih in Section 15.2 above (except for performing any obligation of FPL in Section 9 .1 ), then in addition to and not by way of limitation of the exercise by City of any and all rights and remedies City may have

•• •• { Formatted: Profilelnfo, Right

at law or in equity, City shall have the right, at its election, then or at any time thereafter while said default remains uncured, to cure such default or cause such default to be cured, in which event FPL shall reimburse City for any cost and expenses incuned in effecting such cure within thirty (30) days of delivery of City's invoice and suppo11ing documentation to FPL.

16.3 If, after written notice from City, FPL fails to conect an event of default within the applicable cure period, City may terminate this Agreement.

17. Default by City. Failure of City to comply with any term, provision, or covenant of this Agreement shall be an event of default where such failure is not cured within thirty (30) days after written notice thereof from FPL to City, or if such failure cannot be cured with thirty (30) days, where City shall have failed to start to cure such failure within thirty (30) days after written notice from FPL and shall not have continued to diligently prosecute such cure to completion.

18. FPL's Remedies. If an event of default by City shall have occuned, then in addition to and not by way of limitation of the exercise by FPL of any and all rights and remedies it may have at law or in equity, FPL shall have the right, at its election, then or at any time thereafter while said default remains uncured, to cure such default or cause such default to be cured, in which event City shall reimburse FPL for any costs and expenses incurred in effecting such cure within thirty (30) days of written demand for payment from FPL to City.

In addition to any other remedies set forth herein, FPL shall have the right to terminate this Agreement without any penalty or further liability as follows:

18.1 Hf*»t-Upon City's violation of Article 8 above for a period greater than thirty (30) days following written notice from FPL. Upon such termination of this Agreement, (a) City shall pay to FPL the Termination Value and (b) FPL may enter onto the Premises and remove the Equipment in accordance with the terms of this Agreement. As used herein, "Termination Value" shall mean, on any date of determination, the sum of (i) the unamortized value of the Equipment as of the date of such termination and (ii), and City agrees to pay FPL's cost of removal of the Equipment in accordance with the terms of this Agreement within thir1y (30) days of its receipt ofFPL's written demand;

18.2 af-At_the time that title to the Property transfers to a condemning authority pursuant to a taking of all or a portion of the Property sufficient, in FPL's reasonable determination, to render the Premises unsuitable for FPL's use. City and FPL shall each be entitled to pursue their own separate awards with respect to such taking, as their respective interests appear; provided that FPL shall make no claim for the value of the unexpired Term. 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;

18.3 tf-!f_the Equipment's exposure to sunlight becomes permanently and materially impaired due to the acts or omissions of any third par1y (e.g., the construction of

••.••• { Formatted: Profilelnfo, Right

neighboring stmctures, growth of trees in adjacent property) and the Parties fail , despite their commercially reasonable efforts, to cause such third party to eliminate such impairment within sixty (60) days of the commencement of the impairment; or

18.4 ill_l, in the event of the sale, transfer, assignment or sub licensing of the Premises, the transferee refuses to assume the obligations of City under this Agreement.

19. Termination. FPL may terminate this Agreement at any time, upon thirty (30) days advance written notice to the City.

20. Removal. At the end of the Term, or after the Term due to the continued operation of the Equipment with the Parties' mutual, written consent, or upon the earlier termination this Agreement, FPL, shall remove the Equipment, repair and restore the affected Premises to substantially the same condition as existed immediately prior to installation of the Equipment and continue to have the right to reasonable access to the Premises in order to remove the Equipment, and repair and restore the affected portions of the Premises to substantially the same condition as existed immediately prior to installation of the Equipment, normal wear and tear excepted, at FPL's sole cost and expense; provided, however, that if this Agreement is caused to be terminated prior to the end of the Expected Equipment Life by City's default, removal of the Equipment, and repair and restoration of the Premises, shall be at City's sole cost and expense.

21. Tax Credits, Financial Incentives, Sale of Energy. Installation and operation of the Equipment on the Premises may result in the availability of federal and/or state tax credits, and other financial incentives (collectively hereinafter "Incentives"). FPL shall be the sole recipient and beneficiary of any other Incentives, which shall be distributed, disbursed or assigned in FPL's sole discretion. City shall have no right to any Incentives, except as otherwise agreed to in writing by FPL, such as the RECs provided for in Article 4. All solar power electricity produced by or relating to the Equipment ("Energy"), and the right to utilize and/or sell the Energy, shall be the sole property and right of FPL. Without FPL's prior written consent, City shall have no right to utilize Energy, to purchase the Energy from FPL, to sell the Energy, or to engage in any "net metering" involving the Energy.

22. Assignment; Leasehold Financing. •· -----i Formatted: Indent: Left: O'', Tab stops: Not at 0.45"

n. Formatted: No bullets or numbering

t\;2_?J __ i;:_a_c~ __ !'_~--~h_a\L ~_a_v_e_ _ !h_e _ rjgh!__t_o _ ~ssj@ _ J!~--~i_g~_t_~ _~d--~-~\i_g?_tj9_J?? __ l_J_~~-e_~ - !~.i_s ___ .. -- - '--F_o_rm_a_tt_e_d_: F_o_nt_: _12-'p_t __________ ~ Agreement at any time, without the consent of the other, provided however, that any assignment by City shall be limited to a purchaser or lessee of the Premises. The terms and conditions of this Agreement will inure to the benefit of and be binding upon the respective successors and assigns of the Parties.

B-c22 .2 City acknowledges that FPL' s interests under this Agreement and in the Equipment are and will be encumbered by Lessee's existing mortgage. FPL may, upon

notice to City, mortgage or grant a security interest in this Agreement and the Equipment, ... -{'--F_o_rm_a_tt_e_d_: P_ro_fi_ile_In_fo-'-' -R-"-igh_t ________ ~

11 3098511 +"

and may assign this Agreement and the Equipment to FPL's existing mortgagee and 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"), 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 Mo1tgagees shall not be less than thiity (30) calendar days after receipt of the default notice. All such notices to Mortgagees shall be sent to Mo1tgagees at the address specified by FPL. Failure by Lessor to give Mortgagees such notice shall not diminish Lessor ' s rights against FPL, but shall preserve all rights of Mortgagees to cure any default as provided in Section 15 of this Agreement.

23. 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 by e-mail, or personally, including but not limited to delivery by messenger, overnight courier service or by overnight express mail, or upon posting if sent by registered or certified mail , postage prepaid, return receipt requested, and addressed as follows:

.T.<! _~i.tx: -- -- -- -- -.... -- -- -- -- -------- ----- -- ---- -- -- -- -- -- -- -------------------- ---

Shirley Groover Bryant, Mayor City of Palmetto 516 gih Avenue West Palmetto, FL 34221 Phone: (941) 723-4500 [email protected]

and

Jim Freeman, City Clerk City of Palmetto 516 gih Avenue West Palmetto, FL 34221 Phone: (941) 723 -4500 j [email protected]


Formatted: No Spacing, Indent: First line: 0.5'', Space Before: 0 pt, Line spacing: single, Font Alignment: Auto

_/ { Formatted: Profilelnfo, Right

with a copy to:

M_a~~p. __ B_~r:ie_b~y, _J;:_s_q~~C:,_ c;:_i~At:l~rney --- ----- -·- -·-·-- ·-·--·-·- --- --· ·----.--· >=F=o=r=m=a=tt=ed=:=F=on=t=: 1_2..;p_t--------====< Blalock Walters, P.A. - Formatted: No Spacing, Indent: Left: O", First line: 2", 802 I Ith Street West Space Before: Opt, Line spacing: single, Font Alignment: Bradenton, FL 34205 Auto Phone (941) 7 48-0 I 00 J]}t>_~_(!bey@b laloc_kvva,l_t~~S :<'.O_IJl _. ____ . -·. __ _________ ___ ___ -- --- ----- __ _ .. -- Field Code Changed

Formatted: Hyperlink, Font: 12 pt '-ro -FPL~Ftori-da-i'o~ver &"i. iglii ccinii)iin:Y _____ __ __ ____ __ ____ ____ _ - -- Formatted: Font: 12 pt 700 Universe Boulevard >=== ============== =---< 'j;100·s-eaci1) 'torrda-33-4o·s -· ---·---- ·----·- ·--·----· --- -·-·--·----·----· ----------- - Formatted: Not Expanded by / condensed by

Attn: Vice President pevel~p!J1_e_1g _~1JsJ_ ]:O ;-;:!~!n_a\_A_f[a_ir~,_9f1_i_ce _of_C_le_an _ J;:_l!e~g)'. ___ .. ________________ . · { Formatted: Not Expanded by/ Condensed by

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 .

.2_~ : ____ _ Recordation. __ I~ _ is __ ~P.C:~!fj~a,l_l )' __ llr:i.~t!!S_t~o_cl __ ~_cl __ agr_t:t:d __ t>_y __ ~-~!~--P.~!it:~ __ h_erc:t9 __ !h_~~ - 3: ---·--- {~F-o_rm_a_tt_e_d_: _Fo_nt_:_Bo_ld __________ ~ Memorandum of this Agreement in substantially the forn1 of the attached Exhibit D will be executed by the Parties and recorded in the public records of the County in which the Premises is located and will be a matter of public record .

.2_~;!. ____ Miscellaneous. _____________ __ ____________________ __ __________ ______________________ ___ _______ _____ _________ - -- - - {~F_o_rm_att_e_d_:_F_on_t:_Bo_ld ___________ __,

25.1 Entire Agreement. All of the representations and obligations of the Paiiies ai·e contained herein and no modification, waiver or amendment of this Agreement or of aIJy of its conditions or provisions shall be binding upon a Paiiy unless in writing, signed by that Party or others delegated authority to or otherwise authorized to execute same on their behalf. The waiver by Paiiy 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 the Agreement. No waiver shall be implied by delay or any other act or omission of either Pruiy.

25.2 Governing Law. This Agreement shall be subject to aIJd governed by the laws of the State of Florida, without regard to its conflict of laws provisions. The Pruiies agree that any action or proceeding ai·ising out of or related in any way to this Agreement shall be brought exclusively in the state courts of the Twelfth Judicial Circuit in Manatee County, Florida, ai1d venue for litigation ru·i sing out of this License Agreement shall he exclusively in such state courts, forsaking any other jurisdiction ___ ,A~F_o_rm_att_e_d_: _P_ro_fil_eI_n_ro_, _Ri~gh_t ________ ~

1130985/ I+ . '

which either Party may claim by virtue of its residency or other jurisdictional device. 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 CIVIL LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.

25.3 Severability. If any term of this Agreement is found to be void or invalid, such finding shall not affect the remaining terms of this Agreement, which shall continue in full force and effect.

25.4 Joint Preparation. Each Paity and its counsel have participated fully in the review and revision of this Agreement and acknowledge that the preparation of this Agreement has been their joint effort. The language agreed to expresses their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the Parties than the other. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party.

25.5 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties, their respective successors and assigns.

25 .6 Authority. Each Party represents to the other that it has complete authority to enter into this transaction.

25.7 Counterparts. This Agreement may be executed in any number of counterpai1 copies, each of which shall be deemed an original, but all of which together shall constitute a single instrument.

25.8 Publicity. City and FPL shall, following reasonable consultation, develop mutually agreeable messages, template language and graphics for routine press releases and communications. City acknowledges and agrees that FPL shall have the right (i) to issue press releases regarding use of the Equipment and to publicize FPL's involvement to FPL's customers and to the public; (ii) to use City's name in FPL's press releases, publicity and advertising; and (iii) to display photographs of the Equipment in its advertising and promotional materials. FPL in its sole discretion reserves the right the review any and all communications.

25.9 Priority of Provisions. If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Agreement by reference and a term, statement, requirement, or provision of this Agreement, the term, statement, requirement, or provision contained in this Agreement shall prevail and be given effect.

, ••••• { Formatted: Profilelnfo, Right

25.10 Independent Nature of Relationship. FPL's installation of the Project on the Premises is independent in nature pursuant to its rights as tenant under this Agreement, and any services provided by or for FPL in constructing the Project on the Premises are subject to the supervision of FPL. Neither FPL nor its employees, contractors or agents shall act as officers, employees, or agents of City. No partnership, joint venture, or other joint relationship is created hereby. City does not extend to FPL or FPL's agents any authority of any kind to bind City in any respect whatsoever.

25.11 Third Party Beneficiaries. Neither City nor FPL intends to directly or substantially benefit a third party by this Agreement. Therefore, there are no third party beneficiaries to this Agreement and no third party shall be entitled to assert a right or claim against either of them.

25.12 Recitals. The truth and accuracy of each "Whereas" clause contained in the "Recitals" is acknowledged by the Parties .

[THE REMAINDER OF THIS PAGE IS INTENTIOANNALL Y LEFT BLANK

1130985/ I+ "

_ ••• { Formatted: Profilelnfo, Right

IN WITNESS WHEREOF, the Parties hereto have made and executed this Agreement: CITY OF PALMETTO through its CITY COMMISSION, signing by and through its Mayor or Vice-Mayor, authorized to execute same by Board action on the_ of , 2015, and FLORIDA POWER AND LIGHT COMPANY, signing by and through its authorized representative, duly authorized to execute same.

CITY OF PALMETTO, by and through its ___ City Commission

»x -·. - - . - . -- ---- --- --- -.W_ilr!ess __ ___ __ ---------- ----·-·--- -- ---- ____ _____ ___ _____ . ____ ______ ____ ___ __ ~-i'.Y5! 1:.. . __ . ____ . _. __ ___ _____ __ ____ _ ~,., ___ _

·----- -------- ------ ------- - -- -- ------------ - -- - -- - - -- - - - - -- - --- - - - - - · - - 111;;:_· --- --- --- - ~~x ~r -- ------ ---- --,-2:ol.\ < .V{_it11~§s _____ __ __ ____ __ -- ·--- --- ---·-·--· --- -------- -- ·- ___ _ __________ __ _ ___________ _ __ ____ _ , ,

Formatted: Font: Not Bold, Font color: Auto, Not Expanded by/ Condensed by


Formatted: Font Alignment: Auto

Formatted: Font: Font color: Auto, Not Expanded by I Condensed by

Approved as to form by Mark P. Barnebey

---- ---" '"" \.:<.[ Formatted: Font: 12 pt

Formatted : Font: Font color: Auto, Not Expanded by / Condensed by

Insurance Requirements Approved by Manatee County Risi< Management Division

City Attorney Blalock Walters, P.A. 802 11th Street West Bradenton, FL 34205

__ Telephone: (941) 748-0100 Telecopier: (941 )745-2093

[Additional signature page fo llows]


,.( Formatted: Profilelnfo, Right

fN WITNESS \ll HEREOF. the Parties hereto have made and e1;ecuted this Agreement: CITY OF PALMETTO through its CITY COMM!SSIO~I. signing by and through its Ma)•or or Vice Mayor, authorized to eltecute same by Commission action on the day of , 2015 , and FLORIDA POWER AND LIGHT COMPANY, signing by and through its authorized representati,•e, duly authorized to e?<ecute same.

WITNESS: FLORIDA POWER & LIGHT COMPANY

Pamela M. Rauch, Vice President of Development and External Affairs

This ___ day of _______ , 2015.

~- --

__ -- { Formatted: Profilelnfo, Right

+ '..._- - -- { Formatted: Font: 12 pt, Underline

------ --\ :_- { Formatted: Underline

Formatted: Line spacing : single, Font Alignment: Auto

Formatted: Font: 12 pt, Underline SECTION 13, TOWNSH IP 34 SOUTH, RANGE 17 EAST OF MANATIE COUNTY FLORIDA ..


Formatted: Centered ._ _ -- --- --- - - -- --- -- -- - ----- --- -- --- -- -- - -- ----- ----- ----- Formatted: Line spacing : single, Font Alignment: Auto



J;:~~_i~~t_ '. '1_3_': ___ _ __ The Premises

LEGAL DESCRIPTION: AN EQUIPMENT AREA BEING ON A PORTION OF SECTION 13. TOWNSHIP 34 SOUTH. RANGE 17 EAST OF MANATIE

COUNTY FLORIDA. SAID AREA BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS;

COMMENCE AT THE S.W. CORNER OF SECTION 13. TOWNSHIP 34 SOUTH. RANGE 17 EAST THENCE No· 32' 20" E

ALONG THE WEST LINE OF SAID SECTION13, A DISTANCE OF +/- 1220 FEET TO THE INTERSECTION WITH THE

SOUTH RIGHT OF WAY LINE OF 7' " STREET; THENCE S 89° 28' 59" E A DISTANCE OF+/- 283 FEET; THENCE So• 31 '

01" w A DISTANCE OF+/- 12.6' FEET TO THE POINT OF BEGINNING; THENCE s 55• 27' 10" E A DISTANCE OF+/-

100 FEET; THENCE s 34• 32' 50" w A DISTANCE OF+/- 60 FEET; THENCE N 55• 27' 10" w A DISTANCE OF+/- 100

FEET; THENCE N 34° 32' 50" E A DISTANCE OF+/- 60 FEET TO THE POINT OF BEG INNING.

7th STREET WEST ------'t--

80.00' 80.00

Formatted: Font: 12 pt, Underline

Formatted: Line spacing: single, Font Alignment: Auto


EXHIBIT "C"

Compensation

Minimum Installed Capacity: 25 kilowatts (kW)

Term

Years 01-20

Term Extensions

Years 21-25

Years 26-30

Annual Compensation

$25.00 per kW of installed capacity



,. ( Formatted: Profilelnfo, Right

This instrument was prepared by and after recording return to:

Patricia Lakhia, Esquire Florida Power & Light Company 700 Universe Boulevard LAW/JB Juno Beach, Florida 33408-2657

EXHIBITD Memorandum of Lease

(This s ace reserved for recordin information)

MEMORANDUM OF SOLAR LEASE AND EASEMENT AGREEMENT

This Memorandum of Solar Lease and Easement Agreement is executed and effective this ___ day of , 2015 by and between the City of Palmetto, a Florida municipality ("Lessor"), with an address of 516 8th Avenue West Palmetto. Florida 3422 1 t===========:::t and Florida Power & Light Company, a Florida corporation ("Lessee") with an address of700 Universe Boulevard, Juno Beach, Florida 33408.

Witnesseth

I. Leas~. _P_ur:;_u~t _t_c> _t_~(l..t_ c.~r~~ii:i _So_li!r 1=-.~~se_ _an_d _E_~s_e_l!!e!'.Lf\.~_e-~i:i..ie_n~ ~~(\vee_n_ ~es_s<?r __ . __ _.-- - {'-F_o_r_m_a_tt_ed_:_u_n_de_r_lin_e ___________ __

and Lessee dated October [ ] , 2015 Lessee has leased from Lessor in accordance with the provisions specified in the Lease, that certain real prope1ty situated in Manatee County, Florida, and more particularly described in Exhibit A attached hereto and incorporated by reference (the "Premises"), for the purpose of constructing, installing, operating, inspecting, maintaining, repairing, testing, enlarging, modifying, removing, and replacing the solar Equipment (as defined in the Lease) and any additional equipment required to generate, measure, and transmit solar power.

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2. Lease Term. The term of the Lease commences upon the Effective Date of the Lease and continues for up to twelve (12) months (the "Initial Construction Term"), and shall automatically renew upon the same term and conditions as set forth herein for up to an additional twelve (12) months (the "Extended Construction Term") unless and until such time as Lessee delivers written notice to Lessor of Lessee's desire to either terminate the Agreement or commence the Operating Term of the Agreement. The "Operating Term" of the Agreement shall commence, on the Commencement Date (which means the date upon which the Equipment becomes operational as confirmed in writing by Lessee), and continue for a term ending on the thii1ieth (301h) anniversary of the Commencement Date. The Operating Term, Initial Construction Term and the Extended Construction Term, if any, are collectively referred to herein as the 'Term".

3. Notice. This Memorandum is prepared for the purpose ofrecordation in order to give notice of the existence and Term of the Lease.

4. 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.

[Remainder of page intentionally blank; Signature pages follow]

,.( Formatted: Profile Info, Right

TN WITNESS WHEREOF, the Parties have executed this Memorandum as of the Effective Date set forth above.

Witness

Witness

LESSOR

CITY OF PALMETTO, by and through its City Commission

By: ___________ _ Mayor

__ day of _____ , 2015

f\p2r9_v~~ -a~_ !9. f~XIT1_ ~.Y----· -- -- ·- - --· - --- · - - -- ------- - - {~F_o_rm_a_tt_e_d:_F_on_t_: 1_2~p_t _ _ _____ __ ~

Insurance Requirements Approved by Manatee County Risk Management Division


--Mark P. Barnebey Blalock Walters, P.A. City Attorney ________ 802 I Ith Street West Bradenton, FL 34205 Telephone: (941) 748-0100 Telecopier: (941 )745-2093

City Attorney Blalock Walters, P.A. 802 I Ith Street West Bradenton, FL 34205 Telephone: (941) 748-0100 Telecopier: (941 )745-2093


IN WITNESS WHEREOF, the Parties have executed this Memorandum as of the Effective Date set forth above.

WITNESSES:

PHm-Jl.ame'================

flaffi1~:'=====================

LESSEE:

FLORIDA POWER & LIGHT COMPANY, a Florida corporation

By: _____ ____ _ __ _



ACKNOWLEDGEMENT _____________________________________ ------- ( Formatted: Font: Bold, Underline

ST ATE OF FLORIDA

COUNTY OF MANATEE ) On this day of , 2015, before me, the undersigned notaiy public, personally appeared of City of Palmetto, acting by and tlu·ough its City Commissioners, personally known to me to be the person who subscribed to the foregoing instrument or who has produced a driver's license, 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.

(seal) NOTARY PUBLIC, STATE OF FLORIDA


&O(NOWLEDGEMENT _________________________________________ _____ __ .. -{ Formatted: Font: Bold, Underline

STATE OF FLORIDA COUNTY OF PALM BEACH

On this, the _ day of , 201 5- , before me, the undersigned notary public, personally appeared Pamela M. Rauch, Vice President of Development and External Affairs, of Florida Power & Light Company, personally known to me, to be the person who subscribed the foregoing instrument and acknowledged that she executed the same on behalf of said corporation and that she was duly authorized to do so.

In Witness Whereof, I hereunto set my hand and official seal.

(seal) Print Name: ---------~

Notary Public, State of Florida Notary Commission No.: _____ _ My Commission Expires: ____ _

_.( Formatted: Profilelnfo, Right

LEGAL DESCRIPTION:

EXHIBIT A PREMISES

AN EQU IPMENT AREA BEING ON A PORTION OF SECTION 13, TOWNSHIP 34 SOUTH. RANGE 17 EAST OF MANATIE COUNTY FLORIDA. SAID AREA BEI NG MORE PARTICULARLY DESCRIBED AS FOLLOWS; COMMENCE AT THE S.W. CORNER OF SECTION 13, TOWNSHIP 34 SOUTH, RANGE 17 EAST THENCE NO" 32' 20" E ALONG THE WEST LINE OF SAID SECTION13. A DISTANCE OF +/ - 1220 FEET TO THE INTERSECTION WITH THE SOUTH RIGHT OF WAY LINE OF 7TH STREET; THENCE S 89" 28' 59" E A DISTANCE OF+/- 283 FEET; THENCE SO" 31' 01" W A DISTANCE OF+/- 12.6' FEET TO THE POINT OF BEGINNING; THENCE s ss· 27' 10" E A DISTANCE OF+/- 100 FEET; THENCE s 34• 32' SO" w A DISTANCE OF+/- 60 FEET; THENCE N ss· 27' 10" w A DISTANCE OF+/- 100 FEET; THENCE N 34• 32 ' 50" E A DISTANCE OF+/- 60 FEET TO THE POINT OF BEGINNING.

.A Formatted: Profilelnfo, Right

This instrument was prepared by and after recording return to:

Patricia Lakhia, Esquire Florida Power & Light Company 700 Universe Boulevard LA W/JB Juno Beach, Florida 33408-2657

(This space reserved for recording information)

MEMORANDUM OF SOLAR LEASE AND EASEMENT AGREEMENT

This Memorandum of Solar Lease and Easement Agreement is executed and effective this __ _ day of , 2015 by and between the City of Pahnetto, a Florida municipality ("Lessor"), with an address of 516 8111 Avenue West, Palmetto, Florida 34221 and Florida Power & Light Company, a Florida corporation ("Lessee") with an address of 700 Universe Boulevard, Juno Beach, Florida 33408.

Witnesseth

1. Lease. Pursuant to that certain Solar Lease and Easement Agreement between Lessor and Lessee dated October __ , 2015 Lessee has leased from Lessor in accordance with the provisions specified in the Lease, that certain real property situated in Manatee County, Florida, and more particularly described in Exhibit A attached hereto and incorporated by reference (the "Premises"), for the purpose of constructing, installing, operating, inspecting, maintaining, repairing, testing, enlarging, modifying, removing, and replacing the solar Equipment (as defined in the Lease) and any additional equipment required to generate, measure, and transmit solar power.

2. Lease Term. The term of the Lease commences upon the Effective Date of the Lease and continues for up to twelve (12) months (the "Initial Construction Term"), and shall automatically renew upon the same term and conditions as set forth herein for up to an additional twelve (12) months (the "Extended Construction Term") unless and until such time as Lessee delivers written notice to Lessor of Lessee's desire to either terminate the Agreement or commence the Operating Term of the Agreement. The "Operating Term" of the Agreement shall commence, on the Commencement Date (which means the date upon which the Equipment becomes operational as confirmed in writing by Lessee), and continue for a term ending on the thirtieth (3 ot11) anniversary of the Commencement Date. The Operating Term, Initial Construction Term and the Extended Construction Term, if any, are collectively referred to herein as the "Term".

3. Notice. This Memorandum is prepared for the purpose of recordation in order to give notice of the existence and Term of the Lease.

4. 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.

[Remainder of page intentionally blank; Signature pages follow]


Witness

Witness



LESSOR

CITY OF PALMETTO, by and through its City Commission

By: ___________ _ Mayor

__ day of _____ , 2015

Approved as to form by Mark P. Barnebey Blalock Walters, P.A. City Attorney

802 11th Street West Bradenton, FL 34205 Telephone: (941) 748-0100 Telecopier: (941)745-2093

City Attorney Blalock Walters, P.A. 802 11th Street West Bradenton, FL 34205 Telephone: (941) 748-0100 Telecopier: (941)745-2093


WITNESSES: LESSEE:

FLORIDA POWER & LIGHT COMP ANY, a Florida corporation

By: ____________ _


ACKNOWLEDGEMENT

STATE OF FLORIDA )

COUNTY OF MANATEE )

On this __ day of , 2015, before me, the undersigned notary public, personally appeared , of City of Palmetto, acting by and through its City Commissioners, personally known to me to be the person who subscribed to the foregoing instrument or who has produced a driver's license, 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.

(seal) NOTARY PUBLIC, STATE OF FLORIDA

ACKNOWLEDGEMENT

STATE OF FLORIDA ) COUNTY OF PALM BEACH )

On this, the _ day of , 201 _, before me, the undersigned notary public, personally appeared Pamela M. Rauch, Vice President of Development and External Affairs, of Florida Power & Light Company, personally known to me, to be the person who subscribed the foregoing instrument and aclmowledged that she executed the same on behalf of said corporation and that she was duly authorized to do so.

In Witness Whereof, I hereunto set my hand and official seal.

(seal) Print Name: ----------Notary Public, State of Florida Notary Commission No.: ____ _ My Commission Expires: ____ _

LEGAL DESCRIPTION:

EXHIBIT A PREMISES

AN EQUIPMENT AREA BEING ON A PORTION OF SECTION 13, TOWNSHIP 34 SOUTH, RANGE 17 EAST OF MANATIE

COUNTY FLORIDA. SAID AREA BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS;

COMMENCE AT THE S.W. CORNER OF SECTION 13, TOWNSHIP 34 SOUTH, RANGE 17 EAST THENCE N 0° 32' 20" E

ALONG THE WEST LINE OF SAID SECTION13, A DISTANCE OF+/- 1220 FEET TO THE INTERSECTION WITH THE SOUTH

RIGHT OF WAY LINE OF 7TH STREET; THENCE S 89° 28' 59" E A DISTANCE OF+/- 283 FEET; THENCE S 0° 31' 01" W A

DISTANCE OF+/- 12.6' FEET TO THE POINT OF BEGINNING; THENCE S 55° 27' 10" E A DISTANCE OF+/- 100 FEET;

THENCE S 34° 32' 50" W A DISTANCE OF +/- 60 FEET; THENCE N 55° 27' 10" W A DISTANCE OF +/- 100 FEET;

THENCE N 34° 32' 50" E A DISTANCE OF+/- 60 FEET TO THE POINT OF BEGINNING.

b 0 ci ll)

7th STREET WEST --- -<t---

Scale 1" =75'

80.00' 80.00

tab6 - ordinancewatch™ · 2015. 10. 1. · tab6 . city of palmetto agenda city of palmetto city...

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