R17-006 1 RESOLUTION R17-006
2
3 A RESOLUTION OF THE CITY OF BOYNTON BEACH,
4 FLORIDA, AUTHORIZING THE CITY MANAGER TO SIGN A
5 LEASE AND EASEMENT AGREEMENT WITH FLORIDA
6 POWER & LIGHT TO ENABLE INSTALLATION OF A SOLAR
7 TREE AT BOYNTON BEACH OCEANFRONT PARK; AND
8 PROVIDING AN EFFECTIVE DATE.
9
10 WHEREAS, Florida Power & Light has initiated a program called Solar Now that
11 allows customers to pay an additional fee on their monthly bill to fund distributed solar
12 power generation; and
13 WHEREAS, FPL has customers in Boynton Beach that have selected this option
14 and the company approached the City with a proposal to place a solar tree on City property
15 as part of this program; and
16 WHEREAS, Staff has reviewed the proposal and has determined that the best
17 place for the first installation would be Oceanfront Park as part of the City's work to
18 upgrade the parks energy and utility systems.
19 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION
20 OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
21 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed
22 as being true and correct and are hereby made a specific part of this Resolution upon adoption
23 hereof.
24 Section 2. The City Commission of the City of Boynton Beach, Florida does
25 hereby authorize the City Manager to sign a Lease and Easement Agreement with Florida
26 Power & Light to enable installation of a Solar Tree at Boynton Beach Oceanfront Park, a
27 copy of which is attached hereto as Exhibit"A".
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28 Section 3. This Resolution will become effective immediately upon passage.
29 PASSED AND ADOPTED this 17th day of January, 2017.
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32 CITY OF BOYNTON BEACH, FLORIDA
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34 YES NO
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36 Mayor— Steven B. Grant
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38 Vice Mayor—Mack McCray
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40 Commissioner—Justin Katz
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42 Commissioner—Christina L. Romelus
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44 Commissioner—Joe Casello r�
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46
47 VOTE
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49 ATTEST:
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53 Jud ' A. Pyle, CMC
54 City Clerk
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57 • `>t
58 (Corporate Seal) r .Pett
59Apt
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SOLAR LEASE AGREEMENT
THIS SOLAR LEASE AGREEMENT ( "Agreement ") is made this — day of
2017 ( "Effective Date "), by and between the City of Boynton Beach, a
munici al corporation under the laws of the State of Florida ( "Lessor ") and Florida Power &
Light Company, a Florida corporation ( "Lessee "). Lessor and Lessee are sometimes individually
referred to herein as a "Party" and collectively as the "Parties ".
WITNESSETH:
WHEREAS, Lessor is the fee simple owner of those certain real properties located in
Palm Beach County, Florida, as more fully described on Exhibit A attached hereto and
incorporated herein by this reference (each real property singularly and collectively referred to
hereinafter as, the "Property ");
WHEREAS, in the future, upon their mutual agreement, the Parties may desire to amend
Exhibit A to include additional Property within the scope of this Agreement; and
WHEREAS, within each Property, on the terms and conditions set forth in this
Agreement, Lessor desires to permit Lessee to utilize the areas depicted on Exhibit B attached
hereto and incorporated herein by this reference (each site singularly and collectively referred to
as "Demised Premises "), for the purposes described in this Agreement;
WHEREAS, to the extent the Parties agree to add additional Property to the scope of this
Agreement, the Parties also desire to amend Exhibit B to specify what shall constitute the
Demised Premises in any Property subsequently added to the scope of this Agreement; and
WHEREAS, Lessee desires to lease the Demised Premises from Lessor and Lessor
desires to lease the Demised Premises to Lessee for the installation of certain renewable energy
generating equipment, including, without limitation, solar panels, solar canopy structures,
electrical power inverters, interconnection equipment, electrical wiring, underground conduit,
collection lines, wire management systems, charging stations, electric meters, metering and
switch cabinets, power distribution boxes and racking systems (individually and collectively, the
"Equipment ") upon the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the mutual promises contained herein and for
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties hereby agree as follows:
1. Demised Premises Lessor hereby demises and leases the Demised Premises to
Lessee, and Lessee hereby leases the Demised Premises from Lessor, upon the terms, covenants
and conditions set forth in this Agreement.
2. tise. The Demised Premises may be used by Lessee for the purposes of
constructing, installing, operating, inspecting, maintaining, repairing, enlarging, modifying,
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removing, testing and replacing the Equipment and any additional equipment required to
generate, measure, and transmit solar power, together with the following rights:
(a) Access The right of ingress and egress to and from the Demised Premises
over the Property necessary to access the Demised Premises.
(b) Signage The right, at Lessee's sole cost and expense, to install signage
on and around the Equipment and on, over, under, through and across the Demised Premises at
the point of access to the Equipment (to the extent allowed by applicable law) for any and/or all
of the following purposes: (i) identifying Lessee's ownership of the Equipment and prominently
displaying Lessee's corporate name, trade name(s), trademark(s), and logo(s) on the Equipment
and all structures supporting the Equipment; (ii) describing the Equipment and its purpose and
operation to interested parties accessing the Demised Premises (i.e. telling the distributed solar
generation story); (iii) instructing parties accessing the Demised Premises to use caution so as
not to damage the Equipment; and (iv) provide all necessary safety and hazard warnings. The
location, design and content of such signage shall be subject to the prior approval of Lessor,
which approval shall not be unreasonably withheld, conditioned or delayed. Such signage shall
be removed by Lessee upon the final removal of the Equipment from the Demised Premises in
accordance with the terms of this Agreement. Subject to Section 6(a) below, Lessor shall have
the right, at Lessor's sole cost and expense to co -brand on Lessee's signage, provided that Lessor
first obtains Lessee's prior written consent, which Lessee may approve or withhold such consent
in its absolute and sole discretion.
(c) Power Monitoring The right to incidental access and use of Lessor's
electrical systems for purposes of powering Lessee's computer equipment used in monitoring the
power generated from the Equipment at the Demised Premises. Additionally, if, and so long as,
Lessor provides an internet access system for use by guests and other visitors to the Property,
Lessor will permit Lessee to use, at no cost to Lessee, such internet access system in connection
with Lessee's power monitoring system described in the preceding sentence, and Lessor shall
provide Lessee with the necessary access codes and other necessary information to use such
internet access system; provided, however, Lessor does not warrant the stability, security or
continuous operation of any such internet access system.
3. Term
(a) Construction Term The initial construction term of this Agreement
shall commence on the Effective Date and continue for twelve (12) months ( "Initial
Construction Term "), unless Lessee is then actively engaged in constructing or installing the
Equipment, in which case the Initial Construction Term shall automatically extend, upon the
same terms and conditions as set forth herein, for an additional twelve (12) months ( "Extended
Construction Term "). The Extended Construction Term shall end twenty -four (24) months after
the Effective Date unless before that date Lessee notifies Lessor that Lessee elects to terminate
this Agreement or that the Commercial Operations Date has occurred. The Initial Construction
Term and Extended Construction Term, if any, are hereafter collectively referred to as the
"Construction Term ". For purposes of this Agreement, "Commercial Operations Date" shall
mean the date on which the Equipment becomes operational as determined by FPL. For the
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purposes of this section, "operational" means the date on which Lessee has (i) received any and
all approvals, licenses, and permits necessary to operate the Equipment, (ii) the Equipment is
installed on the Demised Premises and is connected to the electric transformer, and (iii) the
Equipment is generating solar power
(b) Operating Term The "Operating Term" of this Agreement shall
commence on the day immediately following the last day of the Construction Term, and continue
for a term ending on the fifteen (15 anniversary of the Commercial Operations Date. The
Operating Term and the Construction Term are collectively referred to herein as the "Term ".
The Term of this Agreement shall automatically renew for three (3) consecutive five (5) year
periods unless Lessee provides Lessor with written notice of its intention to terminate this
Agreement within thirty (30) days prior to the expiration of the then applicable Term.
4. Installation and Location of Equipment From and after the Effective Date,
Lessee, as well as any permitting, licensing, regulating or approving entity, agency or authority,
any utility intending to purchase electricity generated by the Equipment, and the agents,
employees, contractors, subcontractors, consultants and representatives of each (collectively, the
"Lessee Parties "), have ingress, egress and access to the Demised Premises at all times during
the Term, twenty -four (24) hours -a -day, seven (7) days -a -week, for and including to inspect,
construct, install, maintain, repair, enlarge, modify, remove, replace, test and operate the
Equipment. Lessee Parties will use commercially reasonable efforts to minimize any
interference with Lessor's use and operations on the Property. Lessor shall cooperate as
necessary with Lessee (at no cost to Lessor) in Lessee's efforts to obtain all permits, licenses and
approvals necessary for the installation and operation of the Equipment. Except as otherwise
expressly set forth herein, Lessee shall have no right to access or utilize any other portion of
Lessor's Property other than the Demised Premises. Lessee may locate and install the
Equipment on the Demised Premises as is reasonably necessary in order to achieve optimal solar
power generation. Installation of the Equipment shall be in compliance with all applicable laws
and ordinances and shall not result in the imposition or creation of a'lien against any portion of
the Demised Premises.
Lessor, at Lessor's sole cost and expense, shall remove all existing shading sales, poles
and other Lessor improvement located on the Oceanfront Park portion of the Demised Premises
identified on attached Exhibit B within twenty -one (21) days after the Town of Ocean Ridge has
approved a building permit for the Equipment located at Oceanfront Park, 6415 N. Ocean
Boulevard, Boynton Beach, Florida 33435.
Upon completion of the installation of the Equipment by Lessee, Lessee shall provide
Lessor with an "as- built" survey of the Equipment installed on the Demised Premises which shall
serve as a replacement Exhibit B .
5. Rent Lessee shall pay a fee to Lessor annually, in advance, on or before
July 15 of each year during the Term the amount set forth on the attached Exhibit C , which
exhibit is incorporated herein by this reference ( "Rent "). In the event the Term commences on a
date other than July 15 Lessee shall pay Lessor upon commencement of the Term an amount
equal to the pro -rata portion of the applicable Rent for such partial annual period. Rent shall be
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payable to Lessor electronically per the attached Exhibit D , which exhibit is incorporated herein
by this reference. In the event this Agreement expires or is terminated at a time other than on the
last day of an annual period, then Rent shall be pro -rated as of the date of this Agreement's
expiration or earlier termination for any reason (other than an uncured and continuing default by
Lessee) and all prepaid Rent that has not yet accrued shall be immediately refunded to Lessee.
6. Interference During the Term, Lessor shall not directly or indirectly Interfere,
or cause or permit to be caused any Interference, with the Equipment. For purposes of this
Agreement "Interfere" and "Interference" shall mean interference with Lessee's use, operation,
access, maintenance or repair of the Equipment on a sustained basis as a result of Lessor's direct
or indirect actions, including without limitation the following:
(a) Placement of any equipment, sign, logo, structure, or improvements on,
across, under or over any portion of the Equipment without the prior written consent of Lessee,
which Lessee may approve or withhold such consent in its absolute and sole discretion;
(b) Placement of any equipment, sign, structure or improvement in a location
that interferes with any portion of the Equipment's exposure to sunlight, as determined by Lessee
in its sole discretion;
(c) Interference in any way with any portion of the Equipment's ability to
generate solar power, as determined by Lessee in its sole discretion;
(d) Any portion of the Equipment to become subject to any lien, mortgage,
deed of trust, security agreement, mechanics lien or other such encumbrance not caused by
Lessee, unless the holder of such lien, mortgage, deed of trust, security agreement or other such
encumbrance provides Lessee with a subordination and non - disturbance agreement or a non-
disturbance agreement, in form and substance acceptable to Lessee, within thirty (30) days
following Lessee's request for same;
(e) Any portion of the Demised Premises to be maintained, altered, modified,
repaired, replaced or compromised in such a way that it can no longer support the Equipment or
any portion of the Equipment or the use of any portion the Equipment is impaired, as determined
by Lessee in its sole discretion;
and /or
(f) Disruption with Lessee's access to any portion of the Demised Premises;
(g) Sale, transfer, assignment, lease or sublease any portion of the Demised
Premises, other than subject to Lessor's obligations under this Agreement.
In the event of that Lessor Interferes or causes Interference, Lessee will provide Lessor
with a written summary documenting such Interference ( "Interference Notice "). In the event
Lessor is in violation of any of the above - listed items in this section, and such violation
continues for fifteen (15) days or more following Lessee's delivery of an Interference Notice,
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then in addition to the rights granted Lessee under Section 18 below, Lessee may elect to
terminate this Agreement immediately upon delivering written notice to Lessor.
7. Mechanics' Liens
(a) Lessee's Actions Installation of the Equipment shall not result in the
imposition or creation of a lien against any portion of the Property. If any mechanic's,
contractor's or material supplier's lien is asserted against all or any part of the Property in
connection with Lessee's installation, construction or operation of the Equipment or any related
activities, Lessee shall indemnify Lessor against any loss, claim, damage or expense, including
attorneys' fees, that Lessor may incur in connection with such assertion of such lien, and, if any
notice or statement of lien is filed or recorded in any public office in connection with Lessee's
installation, construction or operation of the Equipment or any related activities, Lessee shall
cause such notice or statement of lien to be released or bonded off, within thirty (30) days from
the date Lessor gives written notice of such lien. Lessee's obligations under this section shall
survive the expiration or earlier termination of this Agreement.
(b) Lessor's Actions If any mechanic's, contractor's or material supplier's
lien is asserted against all or any part of the Demised Premises or Property by anyone having
provided labor, services, material or equipment at the request of Lessor, and if Lessee is made a
party to any action or proceeding to foreclose any such asserted lien, Lessor shall indemnify
Lessee and hold it harmless against any loss, claim, damage or expense, including attorneys'
fees, that Lessee may incur in connection with such action or proceeding, including paying any
judgment that may be entered therein.
8. Maintenance; Repair; Replacement; Reinstallation
(a) During the Term, Lessee shall, at Lessee's sole cost and expense, operate
and maintain the Equipment in good working order and in a safe, clean manner.
(b) In the event the Equipment or any portion thereof is damaged or destroyed
at any time during the Term, Lessee shall have the right, but not the obligation, to repair, replace
or reinstall the Equipment or any portion thereof within the Demised Premises.
(c) Lessor shall conduct, or cause to be conducted, all routine and necessary
maintenance of the Demised Premises and shall ensure that the Demised Premises shall remain
able to support the Equipment for the duration of the Term. If Lessor has to replace or engage in
widespread repair of the paving or other improvements located on or near the Demised Premises
during the Term, then Lessor shall provide Lessee with at least ninety (90) days prior written
notice and Lessee will coordinate protection of the Equipment with Lessor as appropriate in
order to accommodate Lessor's construction schedule.
(d) If the Demised Premises are substantially destroyed by fire or other
casualty, Lessee may by written notice, given not later than thirty (30) days after the date of such
destruction, terminate this Agreement, in which event Rent paid for the period beyond the date of
destruction shall be refunded to Lessee, together with an insurance proceeds received by Lessor
in connection therewith. If the Demised Premises are not substantially destroyed but Lessee
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cannot reasonably operate the Equipment during repairs, Rent shall abate until such time as
Lessee may recommence operating the Equipment.
(e) Lessee shall have the right, at Lessee's sole cost and expense, to repair,
replace or reinstall any affected Equipment on the Demised Premises following complete or
partial destruction of Lessor's improvements to the Demised Premises and/or Lessee's
Equipment thereon. Following complete destruction of Lessor's improvements to the Demised
Premises, Lessor may provide Lessee with a mutually acceptable alternative location on or off
the Property approved by Lessee on which Lessee may install the Equipment. If, however,
Lessor is unable to provide an alternative location for the Equipment that meets such standard,
and Lessee does not approve such alternate site, Lessee shall have the right, upon written notice
to Lessor, to terminate this Agreement, and receive an immediate return from Lessor of its
prorated portion of Rent paid. If such new location is acceptable to Lessee, Exhibit B (and, if
necessary, other exhibits) to this Agreement will be amended to reflect the new location of the
Demised Premises.
(f) Lessee shall have the right, in its sole discretion, to remove all or a portion
of the Equipment at any time during the Term, and such removal shall not constitute a default or
be deemed a termination under this Agreement. Following the removal of any Equipment the
Rent shall be proportionally adjusted.
9. Taxes Lessor shall submit a copy of the annual statement for real property taxes
for the Property to Lessee within ten (10) business days after the date that Lessor receives such
statement from the taxing authority. Lessor shall pay when due all real property taxes for the
Property. In the event that Lessor fails to pay any such real property taxes or other fees and
assessments, Lessee shall have the right, but not the obligation, to pay such owed amounts and
recover the amount so paid from Lessor, including by offsetting such amount from any Rent due
to Lessor or otherwise. Notwithstanding the foregoing, Lessee shall pay any personal property
tax which is attributable to the Equipment or the Equipment's installation or placement on or
within the Demised Premises. Lessor hereby grants to Lessee the right to challenge, whether in a
court, administrative proceeding, or other venue, on behalf of Lessor and /or Lessee, any personal
property or other tax assessments that may affect the Demised Premises as a result of the
Equipment. If Lessor receives notice of any personal property or other property tax assessment
against the Lessor which may affect Lessee or the Equipment and is attributable, in whole or in
part, to the Equipment, Lessor shall provide timely notice of such assessment to Lessee sufficient
to allow Lessee to consent to or challenge such assessment if a right to challenge the assessment
is then available under applicable law. Further, Lessor will provide to Lessee any and all
documentation in the possession of Lessor that is associated with such assessment and will
execute any and all documents reasonably necessary to effectuate the intent of this section,
provided that Lessor shall not be required to incur any expense or any risk of material liability.
10. Insurance Lessee will maintain at all times during the Term, the insurance
designated in this section in accordance with the terms and conditions required by this
section. Such policy or policies shall be issued by companies authorized to do business in the
State of Florida with a minimum A.M. Best financial rating of "A— VII".
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(a) Commercial General Liability Insurance with limits of Three Million
Dollars ($3,000,000) per occurrence combined single limit for bodily injury and property
damage.
(b) Business Automobile Liability Insurance with limits of Two Million
Dollars ($2,000,000) for bodily injury and property damage.
(c) Workers' Compensation Insurance in compliance with Florida Statutes.
Lessee has the right to meet the insurance designated in this section through any
combination of self - insurance, primary or excess coverage. Should Lessee self - insure, then prior
to accessing the Demised Premises, Lessee will provide Lessor with a letter of such self -
insurance which will include a reference to publicly available financial statements and annual
reports.
Lessor and Lessee, for themselves and their respective insurers, waive any right to assert
any claim against the other Party, to the extent such claim is covered by the waiving party's
insurance. Each Party shall waive all rights of subrogation of their respective insurers.
11. Indemnification Lessee shall indemnify Lessor from and against all losses,
claims, damages or expenses, including attorneys' fees, incurred by Lessor in connection with
any third party claims for personal injury or death to persons and damage to Lessor's personal
property arising during the Term, to the extent arising from the negligence or willful misconduct
of Lessee, its agents, employees, representatives, contractors, or sub - contractors up to One
Million Dollars ($1,000,000). Lessor shall indemnify Lessee from and against all losses, claims,
damages or expenses, including attorneys' fees, incurred by Lessee in connection with any third
party claims for personal injury or death to persons and damage to Lessee's personal property
arising during the Term, to the extent arising from the negligence or willful misconduct of
Lessor, its agents, employees, representatives, contractors, or sub - contractors up to One Million
Dollars ($1,000,000). In no event shall Lessor or Lessee 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 Lessor or Lessee have any liability under this Agreement.
Neither Lessor nor Lessee, nor their respective insurer, shall, without the prior written consent of
the other Party, which consent will not be unreasonably withheld, enter into the settlement or
compromise of any claim brought against the indemnified Party which is the subject of
indemnification under this Agreement. Notwithstanding the foregoing, this paragraph shall not
be construed or interpreted as a waiver of the Lessor's sovereign immunity and the limits
established in Section 768.28, Florida Statutes. This section shall survive the expiration or earlier
termination of this Agreement.
12. Equipment to Remain Personal Property of Lessee The Equipment is and will
remain the property of Lessee, its successors or assigns, regardless of its use or manner of
attachment to the Demised Premises. Lessor 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 Demised Premises. Except as expressly set forth in this Agreement,
Lessor 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 Lessor hereby expressly disclaims
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any right, title or interest in or to the Equipment, whether arising by lien, by operation of law, or
otherwise.
13. Subordination Lessor warrants that the Property is not, as of the Effective Date,
subject to any mortgage or other monetary lien, other than liens for taxes and assessments
imposed by law. If Lessor hereafter determines to mortgage all or any part of the Property and
the proposed mortgage document does not acknowledge the priority of this Agreement, then
prior to execution of such mortgage Lessor will secure a subordination and non - disturbance
agreement or non - disturbance agreement in commercially reasonable form from the mortgagee,
which provides that such mortgagee or lienholder will not disturb Lessee's possession or rights
under this Agreement, or terminate this Agreement so long as Lessor is not entitled to terminate
this Agreement or Lessee's interest in the Demised Premises.
14. Quiet Enjoyment Lessor represents and warrants to and covenants with Lessee
that: (a) Lessor has full right, power and authority to execute this Agreement; (b) Lessor has
good and unencumbered title to the Demised Premises free and clear of any liens, mortgages or
other encumbrances (c) Lessor's execution and performance of this Agreement will not violate
any laws, ordinances, covenants, or the provisions of any mortgage, lease, or other agreement
binding on Lessor; (d) there are no agreements with any third parties that may adversely affect
the Equipment or the Equipment's exposure to sunlight, (e) during the Term, Lessor will not
enter into any agreements with any third parties that may adversely affect the Equipment or the
Equipment's exposure to sunlight, and (f) all times during the Term, Lessee's quiet enjoyment of
the Demised Premises or any part thereof shall not be disturbed.
15. Default by Lessee The happening of any one or more of the following events,
upon the expiration of any applicable notice and cure period, shall be events of default under this
Agreement:
(a) The failure of Lessee to pay any installment of Rent or other charge or
money obligation herein required to be paid by Lessee within fifteen (15) calendar days after
written notice of such default from Lessor to Lessee; or
(b) The failure of Lessee to fully perform any other of its covenants under this
Agreement within sixty (60) calendar days after Lessee receives written notice of such default
from Lessor; provided, however, if such non - monetary default cannot reasonably be cured within
such sixty (60) day time period, Lessee shall not be deemed in default hereunder if Lessee has
commenced to cure such default within said sixty (60) day time period and thereafter continues
with diligence to complete the cure of such default.
16. Lessor's Remedies Lessor's exclusive remedies for events of default by Lessee
shall be limited to the following:
(a) Upon an event of default for non - payment of Rent as set forth in Section
15(a) above, and after the expiration of the applicable notice and cure period, Lessor may
recover from Lessee the amount in default, with interest on the unpaid amount at the annual rate
of six percent (6 %).
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(b) Upon an event of default as set forth in Section 15(b) above, and after the
expiration of the applicable notice and cure period, Lessor may perform, or cause to be
performed, on behalf and at the expense of Lessee, any or all of the undertakings or obligations
as to which Lessee remains in default, in which event Lessee will reimburse Lessor for such
actual reasonable costs and expenses, within forty -five (45) days following Lessee's receipt of
Lessor's invoice and supporting documentation. Notwithstanding the preceding sentence, Lessor
may not perform any obligation of Lessee under Section 8(a) or take any other action that
relocates or physically alters any of the Equipment that at the time is in operable condition.
(c) Lessor may exercise any other remedy available at law or in equity
except for ejectment, termination or rescission of this Agreement, all of which are expressly
excluded.
In any action or proceeding to enforce any of Lessee's obligations under this Agreement,
Lessor may recover all costs and expenses, including reasonable attorneys' fees, incurred by
Lessor in connection with such action or proceeding or any appeal therefrom or review thereof.
17. Default by Lessor The failure of Lessor to fully perform any term, provision, or
covenant of this Agreement within sixty (60) calendar days following written notice of such
default from Lessee; provided, however, that if such default cannot reasonably be cured within
such sixty (60) day time period, Lessor shall not be deemed in default hereunder if Lessor has
commenced to cure such default within said sixty (60) day time period and thereafter continues
with diligence to complete the cure of such default.
18. Lessee's Remedies Upon an event of default by Lessor as set forth in Section 17
above, and after the expiration of the applicable notice and cure period, in addition to and not by
way of limitation of the exercise by Lessee of any and all rights and remedies Lessee may have
at law or in equity, Lessee may: (a) cure the default and be reimbursed by Lessor within thirty
(30) days following Lessor's receipt of Lessee's invoice and supporting documentation of costs
and expenses associated with curing the default; (b) terminate this Agreement; and /or (c)
exercise any remedy Lessee may have at law or in equity. In the event that Lessor fails to timely
make such reimbursement payments to Lessee as set forth in subsection (b) above, Lessee may
deduct such amounts owed by Lessor to Lessee from Rent due. In any action or proceeding to
enforce any of Lessor's obligations under this Agreement, Lessee may recover all costs and
expenses, including reasonable attorneys' fees, incurred by Lessee in connection with such
action or proceeding or any appeal therefrom or review thereof.
Notwithstanding the foregoing, in the event that Lessor Interferes or causes Interference
with the Equipment of this Agreement, and such Interference is not cured within the fifteen (15)
day time period set forth in Section 6 above, in addition to the remedies set forth in this Section
18 , Lessor shall also be required to reimburse Lessee any and all costs incurred or expended by
Lessee in connection with the removal of the Equipment from the Demised Premises, together
with any and all costs incurred or expended by Lessee in connection with either, at Lessee's sole
option, (i) the disposal of the Equipment, or (ii) the relocation of the Equipment to another part
of the Demised Premises, Property or other real property, as applicable, whether or not such
replacement real property is owned by Lessor.
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19. Intentionally Deleted
20. Removal Upon the expiration or earlier termination of the Term by Lessee
through no fault of Lessor for defaulting under the terms of this Agreement, Lessee shall
continue to have the right of reasonable access to the Demised Premises in order to remove the
Equipment, and repair and restore the affected portions of the Demised Premises to substantially
the same condition as practical as existed immediately prior to Lessee's installation of the
Equipment, at Lessee's sole cost and expense; provided, however, in the event that Lessor causes
Lessee to terminate this Agreement (including Sections 6 and 18 above) prior the expiration of
the Term, removal and disposal or relocation costs of the Equipment, and repair and restoration
of the Demised Premises, shall be at Lessor's sole cost and expense.
21. Tax Credits, Financial Incentives, Sale of Enemy Installation and operation of
the Equipment on the Demised Premises may result in the availability of federal and /or state tax
credits, and other financial incentives (collectively hereinafter "Incentives "). Lessee is and shall
be the sole recipient and beneficiary of any and all such Incentives, which shall be distributed,
disbursed and /or assigned in Lessee's sole discretion. Lessor shall have no right to any
Incentives, except as otherwise agreed to in writing by Lessee. Furthermore, any and all solar
power electricity produced by or relating to the Equipment ( "Energy "), and the right to utilize
and /or sell the same, shall be the sole property and right of Lessee. Lessor shall have the right to
purchase the Energy from Lessee for the exclusive use of Lessor at the Demised Premises;
provided however, Lessor shall have no right sell the Energy or allow the Energy to be used by
any other party or any other property other than Lessor at the Demised Premises.
22. Assignment; Leasehold Financing
(a) Except as permitted by Section 22(b) below, Lessee shall not assign this
Agreement or any interest herein without the prior written consent of Lessor. Lessor shall not
assign its interest in this Agreement to anyone other than a purchaser or Lessee of the Demised
Premises without the prior written consent of Lessee. Neither Party will unreasonably withhold,
condition or delay its consent to an assignment by the other Party. The terms and conditions of
this Agreement will bind and benefit the respective successors and permitted assigns of the
Parties. Following any permitted assignment or transfer by operation of law, the terms "Lessor"
and "Lessee" shall be deemed to refer to the relevant transferee or successor, unless the context
clearly indicates that the term refers only to the original Party so identified.
(b) Lessor acknowledges that Lessee's interests under this Agreement and in
the Equipment are and will be encumbered by Lessee's existing mortgage. Additionally, Lessee
may, upon notice to Lessor, mortgage or grant a security interest in this Agreement and the
Equipment, and may assign this Agreement and the Equipment to any of Lessee's future
mortgagees or holders of security interests, including their successors or assigns (Lessee's
existing mortgagee and any future Lessee 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 Lessee's rights and obligations under this Agreement. In such
event, Lessor shall execute such consent to leasehold financing as may reasonably be required
by Mortgagees. Lessor agrees to notify Lessee and Lessee's Mortgagees simultaneously of any
default by Lessee and to give Mortgagees the same right to cure any default as Lessee, except
10
that the cure period for any Mortgagees shall not be less than thirty (30) calendar days after
receipt of the default notice, as provided in Section 15 above. All such notices to Mortgagees
shall be sent to Mortgagees at the address specified by Lessee. Failure by Lessor to give
Mortgagees such notice shall not diminish Lessor's rights against Lessee, but shall preserve all
rights of Mortgagees to cure any default as provided in Section 15 above.
23. Condemnation In the event of condemnation of some or all of the Demised
Premises, Lessor and Lessee shall each be entitled to pursue their own separate awards with
respect to such taking, as their respective interests appear. Sale of all or part of the Property to a
purchaser with the power of eminent domain in the face of the exercise of the power shall be
treated as a taking by condemnation for purposes of this Agreement.
24. Notices All notices, demands, requests, consents, approvals and other
instruments required or permitted to be given pursuant to this Agreement shall be in writing,
signed by the notifying Party, or officer, agent or attorney of the notifying Party, and shall be
deemed to have been effective upon delivery if served personally, including but not limited to
delivery by messenger, overnight courier service or by overnight express mail, or on the third
(3` business day after posting if sent by registered or certified mail, postage prepaid, return
receipt requested, and addressed as follows:
To Lessor: City of Boynton Beach
100 East Boynton Beach Blvd
Boynton Beach, Florida 33425
Attn: City Manager
To Lessee: Florida Power & Light Company
700 Universe Boulevard, CEA/JB
Juno Beach, Florida 33408
Attn: Vice President of Corporate Real Estate
With copy to: Florida Power & Light Company
700 Universe Boulevard, LAW /JB
Juno Beach, Florida 33408
Attn: General Counsel
The address to which any notice, demand, or other writing may be delivered to any Party as
above provided may be changed by written notice given by such Party.
25. Memorandum of Lease It is specifically understood and agreed by both Parties
hereto that a Memorandum of Lease ( "Memorandum ") in substantially the form of the attached
Exhibit E will be executed by the Parties and recorded in the Public Records of the county in
which the Demised Premises is located, indexed in the land records of that office in the names of
both Parties hereto and will be a matter of public record. Upon completion of the installation of
the Equipment by Lessee, Lessee shall provide Lessor with an "as- built" survey of the
Equipment installed on the Demised Premises which shall serve as a replacement to the exhibit
attached to the Memorandum, and Lessor hereby authorizes Lessee to execute and record an
amendment to the Memorandum without the Lessor's signature effectuating such change.
I
26. Miscellaneous
(a) Entire Agreement; Modification; Waiver All of the representations
and obligations of the Parties are contained herein and no modification, waiver or amendment
of this Agreement or of any of its conditions or provisions shall be binding upon a Party unless
in writing, signed by that Party or a duly authorized agent of that Party empowered by a written
authority signed by that Party. The waiver by either Party of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent breach of that
provision by the same Party, or of any other provision or condition of this Agreement. No
waiver shall be implied by delay or any other act or omission of either Party.
(b) Governing Law; Waiver of Jury Trial This Agreement shall be subject
to and governed by the laws of the State of Florida, without regard to its conflict of laws
principles. The Parties agree that any action or proceeding arising out of or related in any way to
this Agreement shall be brought solely in a court of competent jurisdiction in the State of
Florida. EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY,
AND INTENTIONALLY WAIVES THE RIGHT EITHER OF THEM MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.
(c) Attorneys Fees In the event of any litigation arising between the parties
under this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and
paralegals' fees and court costs at all trial and appellate levels. This paragraph shall survive
expiration or termination of this Agreement coextensively with other surviving provisions of this
Agreement.
(d) Severability Should any provision of this Agreement be held, in a final
and un- appealable decision by a court of competent jurisdiction, to be either invalid, void or
unenforceable, the remaining provisions of this Agreement shall remain in full force and effect,
and the Parties shall negotiate in good faith to restore insofar as practicable the benefits to each
Party that were affected by such ruling.
(e) Headings and Gender All headings in this Agreement are inserted only
for convenience and ease of reference and are not to be considered in the construction or
interpretation of any provision of this Agreement. In construing this Agreement, the singular
shall be held to include the plural, the plural shall include the singular, and the use of any gender
shall include every other and all genders.
(f) Authority Each Party represents to the other that it has complete
authority to enter into this transaction.
(g) Counterparts This Agreement may be executed in any number of
counterparts, each of which, upon execution of a substantively identical counterpart by each
Party, shall be deemed an original, but all of which together shall constitute a single instrument.
A facsimile or similar electronic transmission of a counterpart signed by a Party hereto shall be
regarded as an original signed by such Party for all purposes.
12
(h) Binding Effect This Agreement shall bind and benefit the Parties and
their respective successors and assigns.
(i) Publicity; Tours The Parties acknowledge that each of them has a
legitimate business interest in receiving public recognition of their participation in the transaction
contemplated b this Agreement. In order to coordinate the timing, tone and content of any
publicity, however, each Parry agrees that neither of them shall issue any press release or
otherwise publicize the existence or the terms of this Agreement without the prior written
approval of the other Party, which approval will not be unreasonably withheld or delayed,
provided that general advertising that refers to a "partnering" (or other terminology of similar
import) of either Party with the other Party for the purposes of any of the transactions
contemplated hereby, but does not expressly reference this Agreement or disclose any of the
terms hereof, shall not be subject to the provisions of this subsection. No filing that Lessee is
required by applicable law to make with any regulatory authority shall, by itself, be deemed to
violate the preceding sentence. Lessee shall have the right to give site tours of the Equipment on
the Demised Premises for visitors and other interested parties.
(j) Construction This Agreement shall not be construed more strictly
against one Party than against the other, merely by virtue of the fact that it may have been
prepared by counsel for one of the Parties, it being recognized that both Lessor and Lessee have
contributed substantially and materially in the negotiation and preparation of this Agreement,
and that the normal rule of construction to the effect that any ambiguities are to be resolved
against the drafting parry shall not be employed in the interpretation of this Agreement or any
exhibits, schedules, addendums or amendments hereto.
(k) Headings All headings in this Agreement are inserted only for
convenience and ease of reference and are not to be considered in the construction or
interpretation of any provision of this Agreement. In construing this Agreement, the singular
shall be held to include the plural, the plural shall include the singular, and the use of any gender
shall include every other and all genders.
(1) Force Maieure Lessor and Lessee (except with respect to the payment
of any monetary obligation) shall be excused for the period of any delay in the performance of
any obligation hereunder when such delay is occasioned by causes beyond its control, including
but not limited to work stoppages, boycotts, slowdowns or strikes; shortages of materials,
equipment, labor or energy; unusual weather conditions; or acts or omissions of governmental or
political bodies.
(m) Exhibits All of the schedules and exhibits attached to this Agreement (or
attached from time to time after the Effective Date) are incorporated in, and made a part of, this
Agreement.
(n) Successors and Assigns This Agreement shall be binding upon the Parties
hereto and their respective successors and assigns.
(o) Amendments This Agreement may not be changed, altered or modified except
by an instrument in writing duly signed by both Parties.
13
(p) Calculation of Time Periods The Effective Date of this Agreement shall be
when it has been signed by the last party to sign same and when it has thereupon been mutually delivered.
For purposes of this Agreement, any time period that falls on a Saturday, Sunday or legal holiday under
laws of the State in which the Property is located, will be extended to the next business day. The final
day of any such period shall be deemed to end at 5:00 p.m., local time where the Property is located.
[Remainder of page intentionally blank; Signature pages follow]
14
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their respective duly authorized officers as of the date first above written.
LESSOR:
City of Boynton Beach, a municipal
corporation under the laws of the State of
Florida
By:
Print Name:
Title:
15
Witness:
Print Name:
LESSEE:
Florida Power & Light Company,
a Florid
16
EXHIBIT A
Description of the Property
1. Oceanfront Park (,6415 N. Ocean Boulevard, Boynton Beach, Florida 33435
The South 986.96 feet of Government Lot 5 of Section 22, Township 45 South, Range 43 East of
Palm Beach County, Florida, lying east of and adjoining Ocean Boulevard.
SOLARARRAYAREik LEGAL D€sMPTM
SO ARARRAYAREA
A sonar Amoy Area being on a portion of Section Township 45 south, Range 43 East of palm Beach County Florida. said pomlDn be:1q mere particulars -,l
described as fo,'aws:
Commence at the intersectioo of the North lire of South 986.93 feet of Government Lot 3, section 22, Township 45 South, Range 43 East and East night of way line
of OCEAN BOULEVARD,, said intersection being on a circular curve concave to the Northwest and beaum -, S 84' 36' 26' E from tKe center of said crave; thence
southwesterly a distance of 27727 feet tong arc of 963.43 feet rat u curve through a central angle of 16'09 alga of said west Right of Way lines thence
5 21' 33'.13' w, a distance of 271.92 feet; thence 5 67'13'35' E, a distance of 245.543 feet W the Pont of Beginning, thence sai 32' 11" E, a distance of 43.1'#3
feet; thence s 8' 27 Ww, a distance of 260Ad3 feet; thence N 81' 32 11" 'W, a distance of 43.00 feet; thence N S' 27' 49' E, a distance of 260.04 feet to the
Point of Beginning.
1WERCO NWEGTIO1 AREA LEGAL DEWRIPMN
^.10 f----t intemoe€nec[H:n Area for F: '_ conne--to;e to the --!Br Array being orr a p--rtn_n of Sn._r_.an 22, TownslhFr 45 South, Range 43 East of Palm Bo - mrh County
Flofidfa. Said Area being more particiflarly descrSed as Viovws.
A 10 feet wide strip of iand 5 feet on each side of the feowwing described centerline:
Commmence at the intersection of the North liras of South 986.93 feet of Gavernment Lot 5, Section 22, Township AS South, Range 43 East and west Right of way
ine of OCEAN BOULEVARD, said intersection being on a ckri?ar curve concave to the Northwest and bearing, 5 84' 36'26' E from the center of said curve; thence
southwesterly a distance of 27727 feet along the arc of 993.43 feet radius curve through a central angle of 16'09'39 Mon of sand west Right of way lire; thence
s 21' 33' 13 w, a drstEnce of 271-92 feet; thence S 4' 49'12" E, a distance of 469.64 feet to the Point of Beginning_ thence N 348' 57` 21.' E, a distance of 97.80
feet; them S 41'135'29' E, a distance of 14a-4a feet to the Point of Termination.
SOLARARRAYAREA LEGAL ISESCRIPTION.
A. solar Arran/ Area being on a potion of Section 22, Township 45 South, Range 43 East of Palm Beach county Florida. Said portion being more particularly
desu bed as fu4' s:
€ onunence at the intersection of the North line of South 9m.93 feet of Government Lot 5, Sedan 22, Township 45 south, Range 43 East and East Right of way line
Of OCEAN BOULEVARD,, said intersection being nn a circular curve concave to the northwest and beating s 314' 36'26' E from the center of sa €d curve; thence
southwesterly a distance of 312..19 feet along the arc of 993.43 feet radius crave through a central angle of 4 47`27" along of said west Right cf way lire; thence 5
79` 19'51' E, a distance of 141128 feet to the Point of Beginning, thence 5 92' 17' 30' E, a distance of 43.00 feet, thence 5 7'42'3W 'W, a distance of 235.00 feet;
thence N 82 17' 34" 4V, a distance of 43.00feet; thence N 7` 42' 30' E, a distance of 235.00 feet to the point of Beginning.
INTERCOM MECTION AREA LEGAL DESCRIPRON.
A 14 fret interconnection Area for FPL connection to the Solar Array being on a portion of Sector 22, Township 45 south, Range 43 East of Palm Beach County
Florida. said Area berg more particularly descr5e-4 as follows:
AID feet Wide strip of land 5 feet on each side of the following described centerline:
comme,ace at the intersection of the ntordh Sine of south 986.93 feet of Government Lot 5, Section 22, Township 45 south, Range 43 East and West Right of Way
line of ocEAN Bou EvARD, said intersection being on a circular curve cnrKave to the Northwest and bearing 5 EW 36` 26" E from the center of said curve; thence
southwesterly a distance of 11531 feet along the arc of 903An3 feet radius curve through a central angle of 6'43'16 along of said West Right of Way one; thence 5
77'" 53'10' 4+1, a distance of 3.27 feet to the Point of Beginvft, thence 5 8S' 1B' 42 E, a distance of 147.91 feet tothe Point of Termination.
Exhibit A
EXHIBIT A
Description of the Property
2. Barrier Free Park (3111 S. Congress Avenue, Boynton Beach, Florida 33426):
The Easterly 975 feet of the Southerly 996.81 feet of the North 1782.18 feet of the Northeast '/4
lying South of Charter Drive North, less the East 60 feet of State Road 807 Right-of-Way.
SOLAR ARRA Y AREA LEGAL DESERIPTIOM
A Solar ArW Area being an a portion of Section E, TDwnsh'p 46 SoLrbi, Range 43 East of Palm Beach Courty Florida- 5a7d pa-tior bung mo-.e
px-licular y de_:7`1:ied as fo.lows:
Carn at Northeast cc.= of Seffan 6, Townsh 46 South, Range 43 East thence S 25' 59' 18'4'it, a d 3tarze of 1420-57 feet to tne Point of
Beginning, theme M 89' 31' 19" E, a dim-ice of 125.00 feet; tFe S G' 2B 41" E, a d:starce of 410-00 feet; thence S 89' 31' r? W, a d.starce of
125-00 feet- thence N 0* 28 41' W, a distance of 40-00 feet to the Point of Beginnrg..
INTERCONNECTION AREA LEGAL DESCRIPTION.'
A 10 feet inte-connection Area for FRI- connect -un to the Solar A -ray being on a corfon of Section 6, Townsnip46 Soutn, Range 43 East of Pam Beacri
County Flo-,da. Sad pwtiori oeirg partzularly descr7bed as fo lows.
A SO feet wide strip cf!znd E fec or cr side of the faflo desreb�d c-unta
Commence at Northeast corner r-f Sect,an fi, Township 46 Soith, Rarge 43 East thence 5 25'59 its W, a d of 1117-25 feet to the Point of
Beginning, thence 52'3W52"E, ad star ce cpf465.38teet;thonce N89'31'19' E, a distance of 116,91 feet to tl-ePo-nt of Term ratbr.
IF-Ii
jam. , 11a.m.
Depiction of Demised Premises
1. Oceanfront Park (6415 N. Ocean Boulevard, Boynton Beach, Florida 33435):
MTERCONIVEMON
AREA
Not to Scale
Exhibit B
490
AAA
SOLARARRAY
AREA
F
. ............. ....
MTERCONIVEMON
AREA
Not to Scale
Exhibit B
EXHIBIT B
Depiction of Demised Premises
1. Oceanfront Park (6415 N. Ocean Boulevard, Boynton Beach, Florida 33435
Nat !o scale
' 0 4)
Exhibit B
SOLARARRAY.,
AO?E4
.1 V7 I
%
7 r
,35.tu
Exhibit B
1 * Is 11 .2 M.
Depiction of Demised Premises
1. Oceanfront Park( 415 N. Ocean Boulevard, Boynton Beach, Florida 33435):
INTERCONNErnow
ARM
� ~��
Not to SCale
Exhibit B
EXHIBIT B
Depiction of Demised Premises
2. Barrier Free Park (3111 S. Congress Avenue, Boynton Beach, Florida 33426):
h ul 27s' aV W Not to scale
PQ 4 1L
Parcel 1:
SOLARARRAY,,
AREA
N $9 . 31 : 19 .. F "t
S89'31'19' W MIMI
40,00'
Parcel 2.
INTERCONNECTION—,
AREA
52' 33 52 i
455,31,1'
N x53`3 -k' 13
T-Tur
NG1 W Seale
W'N
Pb Avr Pain
III
Point
TV, miakt
oaf
1
Is 1
52' 33 52 i
455,31,1'
Exhibit B
of
T-Tur
NG1 W Seale
W'N
Pb Avr Pain
m
Exhibit B
EXHIBIT C
Rent
RENT FORMULA
Rent shall be calculated based on the actual capacity of kilowatts of solar power installed by
Lessee under this Agreement ( "Capacity ") multiplied by eighteen and No /100 Dollars ($18.00)
per kilowatt; the resulting Capacity will be utilized for calculating the annual Rent for each year
during the Term (or the pro -rated portion thereof in accordance with Section 5 of this
Agreement).
Exhibit C
EXH1RIT D
Wire Transfer Form and Direct Deposit Form
Financial Electronic Data Interchange Agreement
FINANCIAL ELECTRONIC DATA INTERCHANGE AGREEMENT
I Q
[ "FEDI Agreement "]
SECTION A: INFORIVIATIONFOR COMPANIES DOING BUSINESS WITH FPL
• This FEDI Agreement is for purposes of facilitating electronic payments to your Company's account at a
specified Financial Institution ( "Bank ") in lieu of payment by check transmitted by U.S. Mail to Company's
address.
• Company must fill in Section B COMPLETELY The signature by your representative authorizes FPL to
satisfy payment obligations by initiating funds transfers resulting in a deposit into your specified Bank and
account.
• Company is solely responsible for the accuracy and completeness of all information provided in Section B,
below, and FPL is authorized and directed to rely on such information. FPL is under no duty to detect any
inaccurate, inconsistent or incomplete information provided to FPL by Company in connection with any
service or materials provided to FPL. If necessary to give effect to instructions for any service or materials
provided to it, FPL may change the information provided to it, including names and account numbers.
• Remittance information will be sent to the Company's Bank in CTX format via an FEDI transaction set 820.
How the remittance information is communicated to the Company, as well as any costs associated with this
communication, is between the Company and its Bank.
• Payments will be processed by our respective Financial Institutions in accordance with the rules of the
National Automated Clearing House Association (NACHA).
• Payments will be made in accordance with the payment terms of applicable contracts.
• Any subsequent changes to the Bank Identification Number (ABA) or Company's Account Number listed
below will require fifteen (15) days' advance notice and transmittal of a revised FEDI Agreement to your
business contact at FPL and /or transmittal by mail to:
• NextEra Energy
• Attention: Accounting - Vendor Maintenance
• P. O. Box 88888
• North Palm Beach, FL 33408 -or- email to: AP- vendor- maintenance - nextera-
energy @nexteraenergy.com
Exhibit D
SECTION B: COMPANI INFORMATION & AUTHORIZATION
Company Name:
Company Address:
-----------------------------------------------------------------------------------------------------------------------------------------------------
Federal Tax ID Number:
Company Accounting Contact Person
Name: Title:
Phone #: Fax #: Email:
Bank Information (Contact Financial Institution to obtain this information)
Bank Name: Branch:
City:
State:
[ABA... Must be 9 digits]
Company's Account Number:
Checking: Savings: G
Bank Contact Person:
Phone:
Company Aathorization Signature
Authorized By:
Date:
Print Name:
Title:
SECTION 0 FOR FPL INTERNAL USE ONLY
Vendor #:
1 Entered By:
Date:
Exhibit D
EXHIBIT E
Form Memorandum of Lease
This Instrument has been prepared by or under
the supervision of (and after recording return to):
Seth S. Sheitelman, Esq.
Florida Power & Light Company (LAW /JB)
700 Universe Boulevard
Juno Beach, Florida 33408
MEMORANDUM OF SOLAR LEASE AGREEMENT
This Memorandum of Solar Lease Agreement ( "Memorandum ") is executed and
effective this day of , 20 by and between the City of Boynton Beach, a
municipal corporation under the laws of the State of Florida ( "Lessor ") and Florida Power &
Light Company, a Florida corporation ( "Lessee ").
R FCITALS
WHEREAS, on event date herewith, Lessor and Lessee entered into a written Solar Lease
Agreement ( "Agreement ") related to certain property situated in Palm Beach County, Florida
more particularly described in Exhibit A attached hereto and made a part hereof ( "Property ");
and
WHEREAS, Lessor and Lessee desire to provide record notice of the Agreement
pursuant to this Memorandum.
AGREEMENT
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Lessor and Lessee hereby give record notice of the following:
Recitals The foregoing recitals are true and correct and incorporated herein by
reference.
2. Lease In accordance with the terms and conditions of the Agreement, Lessor has
leased that certain portion of the Property to Lessee more particularly described in Exhibit B
attached hereto and made a part hereof ( "Demised 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), together with the Demised Premises
for the placement and storage of materials and equipment as more particularly shown on the
attached Exhibit C.
Exhibit A
3. Term The term of the Agreement commenced on the effective date of the
Agreement and continues for a term ending on the fifteenth (15 anniversary of the effective
date of the Agreement, unless extended.
4. Notice This Memorandum is being executed by the parties solely to give public
notice of the interest of Lessee in the Demised Premises and is not intended to modify, amend or
alter in any respect whatsoever, the terms, covenants and agreements contained in the
Agreement.
5. Counterparts This Memorandum may be executed in one or more counterparts,
each of which is an original, but all of which together shall constitute one and the same
instrument.
[Signatures and Acknowledgements Appear on Following Pages]
Exhibit D
IN WITNESS WHEREOF, Lessor and Lessee have executed this Memorandum on the
date herei--n-.-qbove written.
Executed in the presence of
-
Lessor:
City of Boynton Beach, a municipal
corporation under the laws of the State of
Florida
By:
Name:
Title:
ACKNOWLEDGEMENT
STATE OF FLORIDA
)ss:
COUNTY
executed the same on behalf of the city and that he/she was duly authorized so to do.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
NOTARY PUB,(-IC, STATE QFPLORIDA
TAMMY L STANZIONE
My COMMISSION # FF213683
EXPIRES Match 25.2019
0071 398-OS vx
N 3 M;idaNQ,,�"Sery n
Exhibit D
Executed in the presence of:
Lessee:
Florida Power & Light Company,
Name: Kdehmmm
STATE OF FLORIDA
COUNTY OF PALM BEACH
ACKNOWLEDGEMENT
)ss:
, as identification, and acknowledged that he executed the same
on behalf of said corporation and that he was duly authorized so to do.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
NOTARY PUBLIC, STATE OF FLORIDA
Exhibit D
u
`
Notary St2te of Florida
Michelle M Kahmann
I
My C,ommlssion FF 901483
Expires 09/18/2019
Exhibit D
F,XHTRTT A
Description of the Property
1. Oceanfront Park (6415 N. Ocean Boulevard, Boynton Beach, Florida 33435
The South 986.96 feet of Government Lot 5 of Section 22, Township 45 South, Range 43 East of
Palm Beach County, Florida, lying east of and adjoining Ocean Boulevard.
SOLAR ARRAYAREA LEGAL DESCBUyrin .
SOLAR ARRAY AREA
A Solar Array Area being cn a portion cf section 22, Tommnsh p 45 South, Range 43 East of Palm Beach county Florida. Said pc =n be`� more particularly
described as follows:
commence at the intersection of the [Earth wine of south 9$6.93 feet of Government Lot 5, 5ectwn 22, Tcrwnsh'rp 45 south, Range 43 East and East Right of way line
of OCEAN BOULEVARD, said intersection being on a circular curve concave to the NGrthwest and [rearing S 84' 36' 26' E from the center of sad rurve; thence
southwesterly a distance of 277.27 feet along the arc oaf 9,83.03 feet radius carve through a central angle of 16'09'3r alertg of said West Right of Way line; thence
5 21 33'13' W, a distance of 271.92. feet; thence 5 67'13'35" E, a distance of 245.50 feet to the Po -1t of Beginning, thence S 81' 32' 11" E, a distance of 43DD
feet; thence 5 R' 27'49" W, a distance of 250JW feet; thence N Si' 32� ii" w, a distance & 43.00 feet; thence N B' 27'' 49 E, a distance of 260 -W feet to the
Point of Beginning.
PNPERCONAIECTION AREA LEGAL DESd".RIt°"Ti'43Af.
A 10 feet interrarnneitioin Area... fro FPL connertien tin the scnlar Array being on a portion of sect- 22, TownsWp 45 5Q!rtlf, Range 43 East of P--!m Beach flaunty
Florida. Said Area beLM more particularly descraiz;d as follows:
A 10 feet vice strfp of land 5 feet on each side ofthe f6 owing described centerline:
Commence at the intersection of the North fine of South 9861- -93 feet of Government Lot 5, Section 22, Tou reship 45 South, Range 43 East and West Right of Way
lisle of CLEAN BOULEVARD, said intersection being on a dreutar curve car:ave to the Northwest and bearing S 94' 35'25" E from the center of said curve- thence
southwesterly a distance of 237.27 feet along the arc of 983.03 feet radius curve through a central angle of 16'1)9'39 along of said West Right of way line,, thenze
S 21` 33' 11' W, a distance of 271-92 feet; thence 5 4' 49' 12" E, a distance of 469.64 feet to the Point of Beginning. thence N BR` 57` 21` E, a distance of 87-80
•eel; thence 5 41' 05'2W E, a: distance & 148.48 feet to the Point of Termination.
SOLr1RARA'AYAREA LEGAL VESCRIPTM.
A Solar Array Area being an a portion of Sectim 22, Totvtrship 45 South, Range 43 East of Palm Beach county Florida. Said portion being more particular[ f
described as fol:ows:
Commence at the intersection of the North line of south 98633 feet of Government Lot 5, Section 22, Township 45 South, Rarge 43 East and East Right of Way line
of OCEAN BOULEVARD, said int35e[tion being on a circular t4^Ve concave to the Northwest and bear 5 84' 36' 2fi E from the center of said curve thence
southwesterly a distance of 82 -19 feet along the arc of 993.03 feet radius carve through a central angle of 44727" along of said vilest Right of way File; thence s
79' 19' 51' E, a distance of 14828 feet to the Point of Beginning, thence S 82' 17'30' E, a distance of 43.00 feet; thence 5 7'42'30"W, a distance of 235.0o feet;
thence N 82' 17' 30P W, a distance of 43.00 feet; thence N 7' 4- E, a distance of 23s.00 feet to the Point of Beginning-
INTERCONNEVION AREA LEGAL DESCRIPTION:
A 10 feet �trterconaection Area for FPL cournection to the solar Array being on a portion Of 5etti0n 22, ToWnsh:p 45 South, Range 43 East of Palm Beach county
rlonda. Said Area be ig aware particuiariy described as follows:
A 10 feet wide M,? of land 5 feet on each side of the foilov: ing described centerline-
Commence at the intersection of the North Line of South 986 -93 feet of Government Lot 5, section 22, Tawnship 45 south, Range. 43 East and West Right of way
fine of OCEAN BOULEVARD, said intersection being on a circular curve concave to the Northwest and bearings s4'36 E from the center of said curve; thence
southwesterly a distance of 115.31 feet along the arc of 983.03 feet radius curve through a central angle of G'43'16" alom of said West Right of Way fine; thenx 5
77' 53' 10" W, a distance of 3.27 feet to the Point of Beginning, thence s Balls' 42" E, a disunite of 147.91 feet to the Pant of Terminaticn.
Exhibit D
EXHIBIT A
Description of the Property
2. Barrier Free Park (3111 S. Congress Avenue, Boynton Beach, Florida 33426):
The Easterly 975 feet of the Southerly 996.81 feet of the North 1782.18 feet of the Northeast 1 /4
lying South of Charter Drive North less the East 60 feet of State Road 807 Right-of-Way.
SOLAKARRAYAREA LEGAL UESCRIPTION:
A Sala Array Area being on a portior of Sszticn 6, Townsh p 46 Souti, Rarge 43 East of Palm Beach Coirty Florida. San d p.0-flor be ng ma
paqiculary de-imbedastoelows
Commence at Northeast M Of Sect"Jn 6, Townshp 46 South, Range 43 East thence S 25' 59' 18'%V, a d of 1420-57 feet to tie Poi-it of
Begimiing- there N 89"31' 19" E, a distance of 12.3.00 feet; &ence S 0' 29 41" E, a d stare of 40-03 feet; ViencL S 89' 31' :9' W, a d starze of
125-00 feet- thence N 0' 28 41'W, a distance af4fl-00 feet to t��, Point of Begjrrj
INTERCONNECHON AREA LEGAL DESCRIMON:
A 13 feet interonnectior Area for FPI-correct,an to tne Solar Array being o a porFan of Sectia 6, Tvv-isnip4G South, Mange 43 East of Pa rr-. Beam
County Fla-,Ja. Sa7d potion Deirl -nore part':•arly desmbed as fo lows.
A 10 feet Wide strip of land 5 teet or; Fmrli side oftbP following ?fir bed
Commence at Nort east corner of SecCan 6, Tcwn'sWp4f3 SoAh, Rarge 43 East t'�ence S ZS' 5718 - W, a cl of 1117.25 feet totne PaIrt of
Beginning, thence S2* 39'S2' E, a cl®staroe of 465.38 feet; tFerce N 89"31' 19' E, a dista-)ce of 116.91 feet to tFe Point ofTerrn'rarfior.
Exhibit D
EXHIBIT B
Depiction of Demised Premises
1. Oceanfront Park (6415 N. Ocean Boulevard, Boynton Beach, Florida 33435):
SOLAR ARRA V
AREA
AI 743-
S R2 A
NGt tD scale
I
Exhibit B
FXHTRTT'R
Depiction of Demised Premises
1. Oceanfront Park (6415 N. Ocean Boulevard, Boynton Beach, Florida 33435):
-
, Sou
j z,,—
Not to state
14 " V, 4: :'ti
Exhibit B
EXHIBIT B
Depiction of Demised Premises
1. Oceanfront Park (6415 N. Ocean Boulevard, Boynton Beach, Florida 33435
A
1
Not to 3case
INTERCONNPMON
AFB
-
- .Al _
.$
Exhibit B
EXHIBIT B
Depiction of Demised Premises
2. Barrier Free Park (3111 S. Congress Avenue, Boynton Beach, Florida 33426):
N W29'41 W
4 '
P !;jt n
Parcel I.
SOLARARRAY
A REA
5 89m 31'19r W ITUIV
S4 .
IBM'
Not to Scale
40,00'
Par 2.-
INTERCONIVECTION cel
AREA
PCti" of
�,.,Jnr rig
pager P31D
Nut to Scide
Pcint af
T,,mina —,i !. I I
Exhibit B
A�
rn
Exhibit B
This Instrument has been prepared by or under
the supervision of (and after recording return to):
Seth S. Sheitelman, Esq.
Florida Power & Light Company (LAW /JB)
700 Universe Boulevard
Juno Beach, Florida 33408
AMENDMENT TO MEMORANDUM OF SOLAR LEASE AND EASEMENT
AGREEMENT
This Amendment to Memorandum of Solar Lease and Easement Agreement
( "Memorandum ") is executed and effective this day of 2017 by and between the
City of Boynton Beach, a municipal corporation under the laws of the State of Florida
( "Lessor ") and Florida Power & Light Company, a Florida corporation ( "Lessee ").
REC ITAIN
WHEREAS, Lessor and Lessee entered into a written Solar Lease and Easement
Agreement effective April 3, 2017 ( "Agreement "), as evidenced by that certain Memorandum
of Solar Lease and Easement Agreement recorded June 7 2017 in Official Records Book
29135, Page 1251 of the Public Records of Palm Beach County, Florida ( "Memorandum "); and
WHEREAS, Lessor and Lessee wish to amend the Memorandum as more specifically set
forth herein.
AGREEMENT
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Lessor and Lessee hereby give record notice of the following:
Recitals The foregoing recitals are true and correct and incorporated herein by
reference.
2. Property. Exhibit A to the Agreement is hereby deleted in its entirety and
replaced with the following new Exhibit A , attached hereto and made a part hereof by this
reference. All references to Property in the Agreement shall mean the real property described on
the Exhibit A attached to this Amendment.
3. Demised Premises Exhibit B to the Agreement is hereby deleted in its entirety
and replaced with the following new Exhibit B , attached hereto and made a part hereof by this
reference. All references to Demised Premises in the Agreement shall mean the real property
described on the Exhibit A attached to this Amendment.
4. No Further Modifications Except as expressly modified by this Amendment,
the Agreement remains in full force and effect and is unmodified. In the case of any conflicts
between the terms of the Agreement and this Amendment, the terms of this Amendment shall
control. This Amendment may be executed in several counterparts, each of which shall be
deemed an original but together shall constitute one agreement.
[Signatures and Acknowledgements Appear on Following Pages]
IN WITNESS WHEREOF, Lessor and Lessee have executed this Memorandum on the
date hereinabove written.
Executed in the presence o£
Lessor:
City of Boynton Beach,
a municipal corporation under the
laws of the State of Florida
By:
Name: L — ?- W
Title: C-' q �$
STATE OF FLORIDA
COUNTY OF c c
ACKNOWLEDGEMENT
)ss:
)
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Executed in the presence of-
�h(Affiiao�
Name: 9 % Wmhdb K Kak"M
Aml�t�-
Name:
STATE OF FLORIDA
COUNTY OF PALM BEACH
Lessee:
Timothy Oli*lr,,/
Vice President of Corporate Real Estate
ACKNOWLEDGEMENT
)ss:
On this aTay of ' ' 2017, before me, the undersigned notary public,
4L
personally app Timoth 40iv Vic of Corporate Real Estate of Florida
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
NOTARY PUBLIC, STATE OF FLORIDA
Notary Public State of Florida
Michelle M Kahmann
My Commission FF 901483
v 0 0 EXpires 09,11612019
EXHIBIT A
Description of the Property
1. Oceanfront Park (6415 N. Ocean Boulevard, Boynton Beach, Florida 33435):
The South 986.96 feet of Government Lot 5 of Section 22, Township 45 South, Range 43 East of
Palm Beach County, Florida, lying east of and adjoining Ocean Boulevard.
EXHIBIT B
Depiction of the Demised Premises
1. Oceanfront Park (6415 N. Ocean Boulevard, Boynton Beach, Florida 33435):
LOL49ARMY
A Solar Array Area being on a portion of Section 22, Township tS South, Range 43 East of Palm Beach County Florida. Said portion befmg moue pi3rticu"
described gis foUowss
Commence at the intersection of t h e Worth line of South 91*. feet of Government Lot 5, Section 22, Township 45 South, Range 43 East and East Right of Way line
of OCEAN BOULEVARD, said intersection being on a c1rcular curve concave to the Northwest and beating s W W 26" f ' from the reinter of ,mid *urve; thence
southwesterly a distance of 277.27 fea along the are cd 985.03 feet radius curve through a central angle of 16 ° 49`39" along of said West Rr-& of Way Kne; thence
S 24 33 A 01 di, "co OF IM37 fftt; theme S 68' W 471" E, a dKjAhCt of 201.5'5 feet to the Pal nt of beginning, thence S 81' 49' 38T' E, a disMnee of 4215:
thence s s" o4' 47' w, a distance of 23.14, thence N SOP Ot 43' W. a distance of MOD, thence no&nvesterly on a circular curve concave to the Northeast and
be*r1ngS6r!i2'49"W from the center of said (ufm, a dla*nte of 24,95 fee ala•l the are of 230.42 feet radius curve through a central angle of G'IM' feet to
the Point of Segirming.
Containing 829.21 square feet or M019 acres more orless.
-�,. I - W
V WRO
Point of
• Commence
47.
0
77 - % z
2r
'n'6. 3 o
sr m
to
z
C!
U,
SOLARARRAY
AREA
Fr 49' W F
4415
X"
5 5"04'47 "W
1P
21.14'
-�,. I - W
V WRO
Point of
• Commence
47.
0
77 - % z
2r
'n'6. 3 o
sr m
to
EXHIBIT B (continued)
IrMRCONNEMCW AREA I EGAL OESCM770M
A 10 fee interconnection Area for FPL. connection to the Solar Array being on a portion of Section, 22, T*wnshrp 45 S"kh, Range 43 East of Palm beach County
Florida. Said Area bring more parlk-otwly described as follows;
A 10 feet wide ftflp of land 5 feet on eaO side of tt . . foil omp g described c erAeT 11tie:
C,Drn#whm at the lintersection of the North line of South q8G.93 feet of Government Lot S, Secklon 22, Township 45 South, Range 43 Cast and West Right of Way
line of OCEAN BOULEVARD, said intorseetion Wng an a chr-u1sr curve concave to the Ncthiwe5t and bearing 5 84' 36'26' F from the center of mid curve; We-t'..
siouthwesterLy a distance of 277.27 feet along the are of 90,03 feet radius curve through a tw.1tal v glv of I6`09'39' ;4vng of said "lest Right of Way lim theme
SZI'33'13"W,adistariceofl52.Zgfeet: thence 5 W 26'47' E, a distance of 198.8I feet to the Point of Beilmnlop, thenge S8721YXrE,Qd1%Maceof43.S3
feet to the Point of Termilmition.
ConWninii 435.25 feet or Molo acres more or less
ti
o (C-if q
4 =27?;�
"13 0
INTERCONNECTION
SolarA-ray AREA
Point of
co
rt
Co O
Er LA
a
os
0
an
0
7I p
ZE
ti
o (C-if q
4 =27?;�
"13 0
INTERCONNECTION
SolarA-ray AREA
Point of
co
rt
Co O
Er LA
a
os
0
EXHIBIT B (continued)
1. Oceanfront Park (6415 N. Ocean Boulevard, Boynton Beach, Florida 33435):
f x'31. 0 . iA
A Solar Array Area being on a partiGn of section 22, Tow nshRp 45 South, Range 43 East of Palm Beach county Vurida. Said PUFfion being more
particularly described as follwas
Commence at the Wersection of the worth line of South 996-93 feet of Gaweimment Wt 5. section 22, Township 45 South, Range 43 East and East
Right of Way Hne of OCEA14 BOULEVARD, said incessecdon being on a circular flume coarave to the Northwest and beafing, 5 Se 35'26" E from the
center of said curve; thence southwester :y a distance of 277.27 feet along the arc of 983-G3 feet radius carve through a central ang?e of IGPU9'39"
along of said West Right of Way fink thence S 21* 33 13 W, a distance of 166.25 feet; thence S 6W 25" 47" E, a distance of 38,25 feet to the Point
of Beginning, thence 5 81' 55'13" E, a distance of 45.65 feet; thence S S' 04'47' W, a distance of :x0.33 ft� thence N sV ss' 13 w, a distance of
46.65 feet„ thence N 8* 04'47" E, a distance of 30.33 feet to the Point of Beginning_
Containing 1414.73 square feet or D-1332 acres mare. or less.
scale:V =EV
N Sr W 6-4
4b.bS'
45-W
n4'47 W SOLAR ARRAY
30.33' AREA
0c,
ou
L ' 2 27
it .21,
' 0 -
4zj6"r-9 : - f5 - 11
Point al
Fammrotr
of w4? l rid
CL
"I
EXHIBIT B (continued)
ONTERCONNECTON AREA U&MY DESCRIPTIOM
A 10 feet iiaterconnectbort Area for FPL connection to the War Array being on a portinn of Section 22, Township 45 South, Range 43 East of Palm
Beach county Florida- Said Area being more piirticurarty described asfoticnvs
A 10 feet wide strip of land 5 feet on ewhside of the following described venten"ine:
Commence at the Intersection of the North Line of South 986.93 feet of Government Lot 5, Section 22, Township 45 South, Range 43 East and West
Right of way line of OCEAM BOULEVARD, said intersection being an a circular curve concave to the Northwest and bearing S W3W28"E fromthe
center of said cumeN thence southwesterly a distance of 277.27 Feet along the arc of 933-01 feet radius curve through a central an& of IWOW39'
along of said West Right of Way [ine; thence 5 21' 33 13' W, a distance of 15228 feet; thence S 6r 2W.TY" E, a distance of iqsma feet to the Point
ofB4nkjn-j.,thL-nce S 81'55'I3" E, a distance of 64.13 feet to the Mint of Terminatw)01.
cent-aininga*2 26 square feet or 4.,015 acres more or less
sale V =sW
4W
IS,> w
WAD
e'C nt
- It
C,
0
FeTr Rohr al L
S Array
02,
INTERCONNEMON
AREA
P Q_ Z'