Backup Documents 10/10/2017 Item #16D12 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 1 6 0 1 2
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office
at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later
than Monday preceding the Board meeting. •
**NEW** ROUTING SLIP
Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the
exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office.
Route to Addressee(s) (List in routing order) Office Initials Date
1.
2.
3. County Attorney Office County Attorney Office JAB 10/10/17
4. BCC Office Board of County \
Commissioners c lo,V kVA
5. Minutes and Records Clerk of Court's Office it i I1(1— `r-214P
PRIMARY CONTACT INFORMATION
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the
addressees above,may need to contact staff for additional or missing information.
Name of Primary Staff S1 r� MA u + I e-5 252 (P
Contact/Department
Agenda Date Item was 10/10/17 Agenda Item Number 16D12
Approved by the BCC
Type of Document Solar Lease Agreement Number of Original Two
Attached Documents Attached
PO number or account n/a
number if document is
to be recorded
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's original signatu STAMP OK JAB
2. Does the document need to be sent to another agency for adds signatures? If yes, NA
provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet.
3. Original document has been signed/initialed for legal sufficiency. (All documents to be JAB
signed by the Chairman,with the exception of most letters,must be reviewed and signed
by the Office of the County Attorney.
4. All handwritten strike-through and revisions have been initialed by the County Attorney's NA
Office and all other parties except the BCC Chairman and the Clerk to the Board
5. The Chairman's signature line date has been entered as the date of BCC approval of the JAB
document or the fmal negotiated contract date whichever is applicable.
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's JAB
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip NA
should be provided to the County Attorney Office at the time the item is input into SIRE.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines!
8. The document was approved by the BCC on 10/10/17 and all changes made during 4- JAB
the meeting have been incorporated in the attached document. The County
Attorney's Office has reviewed the changes,if applicable.
9. Initials of attorney verifying that the attached document is the version approved by the J
BCC,all changes directed by the BCC have been made,and the document is ready for the
Chairman's signature.
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MEMORANDUM
Date: October 12, 2017
To: Sue Zimmerman, Planner
Utilities Finance Operations
From: Teresa Cannon, Deputy Clerk
Minutes & Records Department
Re: Solar Lease Agreement w/FPL
Attached is the original as referenced above (Item #16D12) approved by the
Board of County Commissioners on Tuesday, October 10, 2017.
The second original will be kept by the Board's Minutes and Records
Department as part of the Board's Official Records.
If you have any questions, please contact me at 252-8411.
Thank you.
Attachment
1 6 D 1 2
SOLAR LEASE AGREEMENT
THIS SOLAR LEASE AGREEMENT ("Agreement") is made this VA-L_day of
C3 �tc fX— , 2017 ("Effective Date"), by and between Collier County, a political subdivision
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 that certain real property located in Collier
County, Florida, as more fully described on Exhibit A attached hereto and incorporated herein
by this reference ("Property");
WHEREAS, the Property includes an estimated 19,000 square feet of parking lot as more
particularly depicted on the attached Exhibit B attached hereto and incorporated herein by this
reference ("Demised Premises"); 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. Use. The Demised Premises may be used by Lessee for the purposes of
constructing, installing, operating, inspecting, maintaining, repairing, enlarging, modifying,
removing, testing and replacing the Equipment and any additional equipment required to
generate, measure, and transmit solar power, 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
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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, size, 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 consent shall not be unreasonably
withheld, conditioned or delayed.
(c) Minimizing Interference. During the Term of this Agreement, Lessee
Parties, as hereinafter defined, shall coordinate with Lessor in good faith to reasonably minimize
interference at all times, including, but not limited to, during the Construction Term and during
any maintenance, repairs, replacement, or reinstallation of the Equipment.
(d) Relocation of Existing Lessor Equipment. Lessee shall have the right to
relocate, at Lessee's sole cost and expense and to a location mutually agreed to by the Parties,
the underground electrical cables and appurtenant equipment currently servicing the parking lot
lighting, which equipment is owned by Lessor and located in whole or in part within the
Demised Premises, as necessary to accommodate the installation and construction of the
Equipment.
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
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 fifteenth (15th) anniversary of the Commercial Operations Date. The
Operating Term and the Construction Term are collectively referred to herein as the "Term".
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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 with
advanced notice during the Term unless in the case of an emergency, in which case, immediate
access is granted without the necessity of prior notice, for and including to inspect, construct,
install, maintain, repair, enlarge, modify, remove, replace, test and operate the Equipment.
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 and the
Construction Laydown Area. Lessee may locate and install the Equipment on the Demised
Premises as is reasonably necessary in order to achieve optimal solar power generation, subject
to Lessor approval, which approval shall not be unreasonably withheld, conditioned, or delayed.
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.
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
15th 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 15th, 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 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:
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(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;
(f) Disruption with Lessee's access to any portion of the Demised Premises;
and/or
(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 twenty (20) days or more following Lessee's delivery of an Interference Notice, or,
if such Interference cannot be cured within such twenty (20) day time period, if Lessor has not
commenced to cure such Interference within said twenty (20) day time period and thereafter
continues with diligence to complete the cure of such default, 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
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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 and condition.
(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
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,
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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, after providing written notice to Lessor and after
receiving a demolition permit, which permit shall be applied for by Lessee within thirty (30)
days after providing said notice, and shall 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, said removal and restoration to be completed within ninety (90)
days after receipt of the demolition permit, 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 thirty (30) 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, and will name Lessor as an "additional insured" on its insurance
policies, 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".
(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.
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(b) Business Automobile Liability Insurance with limits of Two Million
Dollars ($2,000,000) per occurrence combined single limit for bodily injury and property
damage.
(c) Workers' Compensation Insurance in compliance with Florida Statutes,
Chapter 440. Coverage shall include Employer's Liability Coverage with limits of One Million
Dollars ($1,000,000) per accident.
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 at
least five (5) days prior to accessing the Demised Premises, and every twelve (12) months
thereafter without further demand, Lessee will provide Lessor with a letter of such self-insurance
which will include a reference to publicly available financial statements and annual reports.
11. Indemnification. Lessee shall indemnify Lessor from and against all losses,
claims, damages or expenses, including, without limitation, attorneys' fees at trial and appellate
levels, incurred by Lessor in connection with any third party claims for personal injury or death
to persons and damage to 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 Two Million Dollars ($2,000,000). 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
any right, title or interest in or to the Equipment, whether arising by lien, by operation of law, or
otherwise.
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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'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; (c) there are no
agreements with any third parties that may adversely affect the Equipment or the Equipment's
exposure to sunlight, (d) during the Term, 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 (e) 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%).
(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
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actual reasonable costs and expenses, within thirty (30) 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 unless the event of default is, after the expiration of the applicable notice and cure
periods provided in Section 15(a) and (b), (i) non-payment of Rent as required by Section 5, or
(ii) failure to remove the Equipment as required by Section 20.
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 or this Agreement, and such Interference is not cured within the twenty (20)
day time period set forth in Section 6 above, or, if such Interference cannot be cured within such
twenty (20) day time period, if Lessor has not commenced to cure such Interference within said
twenty (20) day time period and thereafter continues with diligence to complete the cure of such
default, then 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.
9
1 6 D 1 2
19. Termination. Either Party may terminate this Agreement at any time and for any
reason, upon delivery of at least thirty (30) days prior written notice to the other Party; provided
however, in the event that Lessor terminates this Agreement within the first fifteen (15) years of
this Agreement, Lessor shall pay Lessee an amount equal to the actual costs incurred by Lessee
for removal and disposal or relocation costs of the Equipment, and repair and restoration of the
Demised Premises.
20. Removal. Upon the expiration or earlier termination of the Term by Lessee,
after providing a written notice of termination to Lessor (if Lessee is terminating) and after
receiving a demolition permit, which permit shall be applied for by Lessee within thirty (30)
days after the termination date set forth on the notice of termination, 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, said
removal and restoration to be completed within ninety (90) days after Lessee's receipt of the
demolition permit, at Lessee's sole cost and expense; provided, however, 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 in the event that Lessee removes the Equipment pursuant to
Sections 6, 18, or 19.
21. Tax Credits, Financial Incentives, Sale of Energy. 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.
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
10
1601
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
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
(3rd) business day after posting if sent by registered or certified mail, postage prepaid, return
receipt requested, and addressed as follows:
To Lessor: Collier County
3299 Tamiami Trail East, Suite 303
Naples, FL 34112
Attn: County Sustainability Manager
To Lessee: Florida Power& Light Company
700 Universe Boulevard, CRE/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
11
16012
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.
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 Collier County,
Florida. EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY,
AND INTENTIONALLY WAIVES THE RIGHT EITHER OF THEM MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.
(c) 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.
12
1 6012
(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.
(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 by this Agreement. In order to coordinate the timing, tone and content of any
publicity, however, each Party agrees that neither of them shall issue any press release or
otherwise publicize the existence or the terms of this Agreement without the prior written
approval of the other Party, which approval will not be unreasonably withheld or delayed,
provided that general advertising that refers to a "partnering" (or other terminology of similar
import) of either Party with the other Party for the purposes of any of the transactions
contemplated hereby, but does not expressly reference this Agreement or disclose any of the
terms hereof, shall not be subject to the provisions of this subsection. No filing that Lessee is
required by applicable law to make with any regulatory authority shall, by itself, be deemed to
violate the preceding sentence. Upon reasonable notice to Lessor and subject to Lessor's
approval, which approval shall not be unreasonably withheld, conditioned, or delayed, 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 party 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 Majeure. 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,
13
1 6012
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.
(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
1 6012
Witness: LESSOR:
N \A %.CLii
Board of County Commissioners
Collier o ty,Florida
By: yiaC',
Print Name: PENNY TAYLOR, Chair
Print Name:
Attest:
Dwi' E. Brock, Clerk
rV _ 9g
Print: Attest as to:Ch an's
DeputOW only'
3299 Tamiami Trail East, 4th Floor
Naples,Florida 34112
Approved as to form and legality:
' LC_), ...P2S) _
.Th--- - Nti t FE_K A . vLt....PE()t 0
Assistant County Attorney iO (2 \C)
15
1 6 D 1 2
Witness: LESSEE:
UrvrA,, Florida Power& Light Company,
, ' o YYl a Florida orporation
Print Name: Michelle M.Kabmean
G
Timothy Oh ez
(1\1ftLkki1. \AAALI Vice President of Corporate Real Estate
Print Name: Marta Hull
16
1 6012
EXHIBIT A
Description of the Property
The Northwest 1/4 of the Northeast'/4 of the Southwest' of Section 30, Township 48 South,
Range 26 East, Collier County, Florida, and subject to an easement for public road right-
of-way over and across the North 30 feet thereof, as recorded in Official Record Book 1777,
Page 1862 of the Public Records of Collier County,Florida.
Exhibit A
1 6012
EXHIBIT B
Depiction of Demised Premises
North Collier Regional Park: 15000 Livingston Rd, Naples,
FL 34109
Interconnection Interconnection -�
within boundary Route Within
Boundary
Parking Canopy
� '
Possible
Interconnection siL
Point Pas
Interconnection `s
Point
Marna
• Estimated 250kW of Solar Canopy
• Final as-builds provided at the end of the
project and automatically inserted Exhibit B
Exhibit B
16012
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 twenty and No/100 Dollars ($20.00)
per kilowatt, which, as designed; 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). The Capacity shall be certified by Lessee to Lessor upon the Commercial
Operations Date.
Exhibit C
EXHIBIT D 1 6 D 12
Wire Transfer Form and Direct Deposit Form
Financial Electronic Data Interchange Agreement
FINANCIAL ELECTRONIC DATA INTERCHANGE AGREEMENT
["FEDI Agreement"]
FPL,
SECTION A: INFORMATION FOR COMPANIES DOING BUSINESS WITH FPL
• This FEDI Agreement is for purposes of facilitating electronic payments to your Company's account at a
specified Financial Institution ("Bank") in lieu of payment by check transmitted by U.S.Mail to Company's
address.
• Company must fill in Section B COMPLETELY. The signature by your representative authorizes FPL to
satisfy payment obligations by initiating funds transfers resulting in a deposit into your specified Bank and
account.
• Company is solely responsible for the accuracy and completeness of all information provided in Section B,
below,and FPL is authorized and directed to rely on such information.FPL is under no duty to detect any
inaccurate,inconsistent or incomplete information provided to FPL by Company in connection with any
service or materials provided to FPL. If necessary to give effect to instructions for any service or materials
provided to it,FPL may change the information provided to it,including names and account numbers.
• Remittance information will be sent to the Company's Bank in CTX format via an FEDI transaction set 820.
How the remittance information is communicated to the Company, as well as any costs associated with this
communication,is between the Company and its Bank.
• Payments will be processed by our respective Financial Institutions in accordance with the rules of the
National Automated Clearing House Association(NACHA).
• Payments will be made in accordance with the payment terms of applicable contracts.
• Any subsequent changes to the Bank Identification Number (ABA) or Company's Account Number listed
below will require fifteen (15) days' advance notice and transmittal of a revised FEDI Agreement to your
business contact at FPL and/or transmittal by mail to:
• NextEra Energy
• Attention: Accounting-Vendor Maintenance
• P.O.Box 88888
• North Palm Beach,FL 33408-or-email to: AP-vendor-maintenance-nextera-
energy@nexteraenergy.com
Exhibit D
1 6012
SECTION B: COMPANY 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:
Bank Contact Person: Phone:
Company Authorization Signature
Authorized By: Date:
Print Name: Title:
SECTION C: FOR FPL INTERNAL USE ONLY
Vendor#: Entered By: Date:
Exhibit D
16012
EXHIBIT E
Form Memorandum of Lease
This Instrument has been prepared by or under
the supervision of(and after recording return to):
Dru Roscoe,Esq.
Florida Power&Light Company(LAW/JB)
700 Universe Boulevard
Juno Beach,Florida 33408
MEMORANDUM OF SOLAR LEASE AGREEMENT
This Memorandum of olar Lease Agreement ("Memorandum") is executed and
effective this \&r\-, day of< " , 201;-1 by and between Collier County, a political
subdivision under the laws of the State of Florida ("Lessor") and Florida Power & Light
Company, a Florida corporation("Lessee").
RECITALS
WHEREAS, on event date herewith, Lessor and Lessee entered into a written Solar Lease
Agreement ("Agreement") related to certain property situated in Collier 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.
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:
1. 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 Agreement) on the Demised Premises.
3. Term. The term of the Agreement commenced on the Effective Date of the
Agreement and continues for a term ending on the fifteenth (15th) anniversary of the
Commercial Operations Date, as said term is defined in the Agreement. The Term of the
Agreement shall automatically renew for three (3) consecutive five (5) year periods unless
Lessee provides Lessor with written notice of its intention to terminate the Agreement within
thirty (30) days prior to the expiration of the then applicable Term.
Exhibit E
1 6012
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 E
16012
Witness: 0e) LESSOR:
Board of County Commissioners
Collier County, Florida
By: �` , l
Print Name: PENNY TiXYLOR Chair'
Pri• ame:
- Attest:
Dwight E. Brock,Clerk
°Ilk 01/4.1\4k_CP1 C-----
Attest as to.0 airman s
Print: ,,��}}
Depi 'CIg '11
3299 Tamiami Trail East, 4th Floor
Naples, Florida 34112
Approved as to form and legality:
' )\...._A
4.cv � � V"E2 I--L__PF- ) to,
Assistant County Attorney
[Acknowledgements Appear on Following Pages]
Exhibit E
16012
(40,JG 1) IA
ACKNOWLEDGEMENT
STATE OF FLORIDA )
)ss:
COUNTY OF )
On this day of , 2017, 'before me, the undersigned notary
public, personally appeared , as of
, personally known t. me to be the person who subscribed to the
foregoing instrument or who has produced , as identification, and
acknowledged that he/she executed the :. e on behalf of said and that he/she
was duly authorized so to do.
IN WITNESS W • OF, I hereunto set my hand and official seal.
NOTARY PUBLIC, STATE OF FLORIDA
Exhibit E
16012
Executed in the presence of: Lessee:
Florida Power& Light Company,
a Florida corporation
tA(166 ce • <-
By:
Name: M{ctaM. ' Name: Timothy Oliver
Title: Vice President o iporate Real Estate
(W:(Lth Au(
Name: Marta Huh
ACKNOWLEDGEMENT
STATE OF FLORIDA ) �
)ss:
COUNTY OF PALM BEACH )
On this day of Odiii"r7 2017, before me, the undersigned notary public,
personally appeared Timothy Oliver, as Vice President of Corporate Real Estate of Florida
Power & Light Company, a Florida corporation, personally known to me to be the person who
subscribed to the foregoing instrument or who has produced , as
identification, and acknowledged that he executed the same on behalf of said corporation and
that he was duly authorized so to do.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
► ;,//,
vilb -NOTARY P BLIC, ATE OF FLORIDA
L�ry1aK"4ef Notary Public State of Florida
Michelle M Kahmann
ATMy Commission FF 901483
M of t,pi' Expires 09/16/2019
Exhibit E
16012
Exhibit A
To Memorandum of Solar Lease Agreement
Description of the Property
The Northwest 1/4 of the Northeast 1/4 of the Southwest 1/4 of Section 30, Township 48 South,
Range 26 East, Collier County, Florida, and subject to an easement for public road right-
of-way over and across the North 30 feet thereof, as recorded in Official Record Book 1777,
Page 1862 of the Public Records of Collier County, Florida.
Exhibit E
16012
Exhibit B
To Memorandum of Solar Lease Agreement
Depiction of Demised Premises
• Estimated 250kW of Solar Canopy
• Final as-builds provided at the end of the t '
project and automatically inserted Exhibit B
$ ., -,
x,
Exhibit E
ff
INSTR 5608442 OR 5549 PG 2921
RECORDED 9/5/2018 1:34 PM PAGES 7
CLERK OF THE CIRCUIT COURT AND COMPTROLLER
COLLIER COUNTY FLORIDA
REC$61.00
Memorandum of Lease
This Instrument has been prepared by or under
the supervision of(and after recording return to):
Dru Roscoe,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 C4 day of C1(1,-k.--1_74r, 20=( by and between Collier County, a political
subdivision under the laws of the State of Florida ("Lessor") and Florida Power & Light
Company, a Florida corporation("Lessee").
RECITALS
WHEREAS, on event date herewith, Lessor and Lessee entered into a written Solar Lease
Agreement ("Agreement") related to certain property situated in Collier County, Florida more
particularly described in Exhibit A attached hereto and made a part hereof("Property"); and
WIIEREAS, Lessor and Lessee desire to provide record notice of the Agreement
pursuant to this Memorandum.
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:
1. 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 Agreement) on the Demised Premises.
3. Term. The term of the Agreement commenced on the Effective Date of the
Agreement and continues for a term ending on the fifteenth (15th) anniversary of the
Commercial Operations Date, as said term is defined in the Agreement. The Term of the
Agreement shall automatically renew for three (3) consecutive five (5) year periods unless
Lessee provides Lessor with written notice of its intention to terminate the Agreement within
thirty(30) days prior to the expiration of the then applicable Term.
16012
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 E
1 6012
l
Witness: LESSOR:
Board of County Commissioners
Collier bounty, Florida
By: .!(e
Print Name: PENNY TOL° Chair
Pri• . ame:
Attest:
Dwight E. Brock, Clerk
Print:
Attest a .0 airman s
DepQ7 Only.
3299 Tamiami Trail East, 4th Floor
Naples, Florida 34112
Approved as to form and legality:
Nhik
�4.iv2 -LPL ►o,
Assistant County Attorney
[Acknowledgements Appear on Following Pages]
Exhibit E
16012
ACKNOWLEDGEMENT
STATE OF FLORIDA )
)ss:
COUNTY OF )
On this day of , 2017 Before me, the undersigned notary
public, personally appeared , as of
, personally known t. me to be the person who subscribed to the
foregoing instrument or who has produced , as identification, and
acknowledged that he/she executed the :. e on behalf of said and that he/she
was duly authorized so to do.
IN WITNESS W ' OF, I hereunto set my hand and official seal.
NOTARY PUBLIC, STATE OF FLORIDA
Exhibit E
16012
Executed in the presence of: Lessee:
Florida Power& Light Company,
a Florida corporation
064 By: All Aid -� �r
Name: Michelle M. "" Name: Timothy Oliver -
Title: Vice President o1Qdrporate Real Estate
(114,.l"""am
Name: Marta Hull
ACKNOWLEDGEMENT
STATE OF FLORIDA )
)ss:
COUNTY OF PALM BEACH )
On this day of ark , 2017, before me,the undersigned notary public,
personally appeared Timothy Oliver, as Vice President of Corporate Real Estate of Florida
Power & Light Company, a Florida corporation, personally known to me to be the person who
subscribed to the foregoing instrument or who has produced , as
identification, and acknowledged that he executed the same on behalf of said corporation and
that he was duly authorized so to do.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
41 ,// 111/1
NOTARY P BLIC, ATE OF FLORIDA
.ntau'°ua, Notary Public State of Florida
Michelle M Kahmann
My Commission FF 901483
?v`re0 Expires 0911812019
Exhibit E
1 6 D 1 2
Exhibit A
To Memorandum of Solar Lease Agreement
Description of the Property
The Northwest 1/4 of the Northeast 1/4 of the Southwest % of Section 30, Township 48 South,
Range 26 East, Collier County, Florida, and subject to an easement for public road right-
of-way over and across the North 30 feet thereof, as recorded in Official Record Book 1777,
Page 1862 of the Public Records of Collier County, Florida.
Exhibit E
16012
Exhibit B
To Memorandum of Solar Lease Agreement
Depiction of Demised Premises
[ 3 ♦ t
• Est--smated 250kW of Solar Canopy a jii '- M-
• Final as-builds provided at the end of the 1 I i
project and automatically inserted Exhibit B
Exhibit E