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RESOLUTION APPROVING MASTER SERVICES AGREEMENT (�MSA�) � MASTER AGREEMENT FOR ENERGY PRODUCTS AND SERVICES WITH FPL SERVICES, LLC FOR A RESILIENT INFRASTRUCTURE, ELECTRICAL HARDENING, SUSTAINABILITY, AND ELECTRIC VEHICLE SERVICES FEASIBILITY STUDY AND IMPLEMENTATION SERVICES THEREUNDER FOR ELECTRICAL INFRASTRUCTURE PROJECTS OVER A 20-YEAR TERM AND AUTOMATIC RENEWAL PERIODS OF 12 MONTHS IN AN AMOUNT NOT TO EXCEED $912,000,000.00; AUTHORIZING THE COUNTY MAYOR OR COUNTY MAYOR�S DESIGNEE TO EXECUTE MSA AND EXERCISE ALL PROVISIONS THEREIN INCLUDING TERMINATION AND RENEWAL TERMS AS LONG AS EXERCISE OF RENEWAL IS CONSISTENT WITH EXPENDITURE AUTHORITY AUTHORIZED HEREIN; AUTHORIZING THE COUNTY MAYOR OR COUNTY MAYOR�S DESIGNEE TO NEGOTIATE, EXECUTE, IMPLEMENT, AUTHORIZE, AND ADMINISTER ANY FLORIDA POWER & LIGHT COMPANY (�FPL�) TARIFF AGREEMENTS, CONTRACTS, WORK ORDERS, STATEMENTS OF WORK AND OTHER AUTHORIZATIONS MADE PURSUANT TO THE MSA AND EXERCISE ALL PROVISIONS OF FPL TARIFF AGREEMENTS, CONTRACTS, WORK ORDERS,
STATEMENTS OF WORK AND OTHER AUTHORIZATIONS MADE PURSUANT TO THE MSA INCLUDING ANY RENEWAL, CANCELLATION, TERMINATION, OR EXTENSION PROVISIONS CONTAINED THEREIN PROVIDED THAT SUCH ARE CONSISTENT WITH MSA AND EXPENDITURE AUTHORITY APPROVED HEREIN AND PROVIDE FOR COMPETITIVE BIDDING OF THE UNDERLYING CONSTRUCTION WORK AND INCORPORATE ALL SMALL BUSINESS GOALS AND MEASURES, WAGE REQUIREMENTS, AND ALL OTHER PROGRAMS APPLICABLE TO COUNTY CONSTRUCTION PURSUANT TO THE MIAMI-DADE COUNTY CODE OR STATE LAW; WAIVING COMPETITIVE BIDDING BY A TWO-THIRDS VOTE OF THE BOARD MEMBERS PRESENT TO AUTHORIZE PURCHASE OF A FEASIBILITY STUDY UNDER MSA IN AN AMOUNT NOT TO EXCEED $497,947.00; WAIVING COMPETITIVE BIDDING BY A TWO-THIRDS VOTE OF THE BOARD MEMBERS PRESENT TO AUTHORIZE PAYMENTS UNDER THE MSA TO IMPLEMENT ELECTRICAL INFRASTRUCTURE PROJECTS FOR THE COUNTY; AND DIRECTING THE COUNTY MAYOR OR COUNTY MAYOR�S DESIGNEE TO PROVIDE ANNUAL REPORTS TO THE BOARD

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WHEREAS, this Board desires to accomplish the purposes outlined in the accompanying agreement, a copy of which is incorporated herein by reference,

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MIAMI-DADE COUNTY, FLORIDA, that this Board:

Section 1. Approves a Master Services Agreement � Master Agreement for Energy Related Products and Services (�MSA�) between Miami-Dade County (�County�) and FPL Services, LLC (�Company�), a wholly owned subsidiary of Florida Power & Light Company (�FPL�), in substantially the form attached hereto and made a part hereof, for a term of 20 years with automatic renewals for additional 12 month periods in an amount not to exceed $912,000,000.00.

Section 2. Authorizes the County Mayor or County Mayor�s designee to execute the MSA and exercise all provisions contained therein including termination and renewal terms as long as exercise of renewal terms is consistent with expenditure authority authrorized herein. Section 3. Authorizes the County Mayor or County Mayor�s designee to negotiate, execute, implement, authorize, and administer any FPL tariff agreements, contracts, work orders, statement of works, and other authorizations made pursuant to the MSA and exercise all provisions of FPL tariff agreements, contracts, work orders, statement of works, and other authorizations made pursuant to the MSA, including any renewal, cancellation, termination, or extension provisions contained therein provided that such are consistent with the purpose and terms of the MSA and expenditure authority approved herein, but only to the extent same provide for competitive bidding of the underlying construction work and incorporate all small business goals and measures,

wage requirements, and all other programs applicable to County construction pursuant to the Miami-Dade County Code or state law. Specifically, the County Mayor or County Mayor�s designee is authorized to negotiate, execute, implement, authorize, and administer: (1) Solar Power Utilities Service Agreement and Solar Power Facilities Master Rider Pilot; (2) Commercial Electric Vehicle Charging Services Agreement and Commercial Electric Vehicle Charging Services Rider Pilot; (3) Optional Supplemental Power Services Agreement, Supplemental Power Services Rider Pilot, and Statements of Work; (4) Feasibility Study Authorization Form; (5) Implementation Services Authorization Form; (6) Notice of Substantial Completion; (7) Form of Change Order; (8) Form of Final Acceptance Certificate; (9) Form of Final Acceptance Certificate; (10) Solar Power Facilities and Commercial Vehicle Charging Services Statements of Work; and (11) any agreements, contracts, work orders, statement of works, and other authorizations made

pursuant to and consistent with the terms of the approved MSA. The County Mayor or County Mayor�s designee is not authorized to enter into any FPL tariff agreements, contracts, work orders, statement of works, and other authorizations made pursuant to the MSA and exercise all provisions of FPL tariff agreements, contracts, work orders, statement of works, and other authorizations which do not provide for competitive procurement of the underlying construction work or which do not incorporate all small business goals and measures, wage requirements, and all other programs applicable to County construction pursuant to the Miami-Dade County Code or state law.

Section 4. Waives competitive bidding requirements in the best interests of the County by a two-thirds vote of the Board members present pursuant to section 2-8.1(b)(1) of the Code of Miami-Dade County (�Code�) for the Company�s preparation of an initial Feasibility Study for the County in an amount not to exceed $497,947.00.

Section 5. Waives competitive bidding requirements in the best interests of the County by a two-thirds vote of the Board members present pursuant to section 2-8.1(b)(1) of the Code to authorize payments under the MSA to implement electrical infrastructure projects for the County over the initial 20-year term of the MSA and automatic 12-month renewal periods.

Section 6. Directs the County Mayor or County Mayor�s designee to provide annual written reports to the Board throughout the term of the MSA of all work projects authorized under the MSA which reports shall identify implemented projects, monies spent on such projects, and the utilization of small business participation goals on projects authorized under the MSA and place the completed annual reports on agendas of the full Board without committee review pursuant to rule 5.06(j) of the Board�s Rules of Procedure

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Date:
To: Honorable Chairman Oliver G. Gilbert, III
and Members, Board of County Commissioners

From: Daniella Levine Cava
Mayor

Subject: Recommendation for Approval of Bid Waivers for Resilient Infrastructure, Electrical Hardening, Sustainability, and Electric Vehicle Services and a Master Services Agreement between Miami-Dade County and FPL

STAFF RECOMMENDATION
Executive Summary
This item seeks to: (1) approve the Master Services Agreement � Master Agreement for Energy Related Products and Services (�MSA�) between Miami-Dade County (�County�) and FPL Services, LLC (�Company�), a wholly owned subsidiary of Florida Power & Light Company (�FPL�) for a term of 20 years; (2) authorize bid waivers under the MSA by a two-thirds vote of the Board members present; and (3) delegate authority to the Mayor to execute necessary agreements under the MSA to implement critical electrical infrastructure projects for Miami-Dade County. This MSA (attached as Exhibit A) would serve to memorialize the Company�s commitment to assisting the County in advanced energy management and continued improvement of the energy security through electrical infrastructure including increasing sustainability, resiliency, and reducing carbon emissions. Many of these improvements will result in cost savings for the County. In turn, those savings could be used to pay back the cost of the investments through the useful life of the investment.
More specifically, this MSA would be entered for services including, but not limited to: (1) the completion of an initial Resilient Infrastructure, Electrical Hardening, Sustainability & Electric Vehicle Services (�RIEHSEVS�) Feasibility Study (�Feasibility Study�) resulting in a master plan (�Master Plan�) that contains each project initiative (scope), prioritization schedule, and costs; (2) the preparation of Feasibility Study Proposals and additional feasibility studies as needed; and (3) implementation of resilient infrastructure, electrical hardening, sustainability & electric vehicles charging projects. Additional agreements attached herein may be entered into to facilitate implementation of the MSA. The primary benefit of RIEHSEVS is that the County will have the ability to keep facilities operational in the event of storms/hurricanes, electrical equipment failure, or maintenance.
The RIEHSEVS Feasibility Study will evaluate the existing electrical distribution infrastructure, identify and prioritize infrastructure improvements, and develop an initial Master Plan for energy resiliency and sustainability. As stipulated in the MSA with the Company and upon completion of the Feasibility Study, to implement construction and infrastructure projects under the MSA, the Company will be procuring contractors via competitive bidding pursuant to the Florida statutory requirements applicable to the County. This allows the County to implement EV charging, electrical hardening, solar installations, and backup power across more than 100 County sites under one master contract, the MSA, thereby expediting the implementation of these projects. The Company shall comply with and apply the County�s small business goals and measures, responsible wages, and local workforce requirements for each agreed upon implementation service prior to issuance of any authorization to perform implementation services.
As the County continues to install electric vehicle charging stations to serve both County fleet vehicles and the public, we will become increasingly reliant on electric utility providers such as FPL and its subsidiaries, like the Company, to add new electric services to County facilities to keep up with growing needs. Similarly, as the frequency of extreme weather events continues to accelerate, the availability of reliable backup power generation has become critical for County operations and the continuity of government operations. As the County�s electric provider, FPL and its subsidiaries, like the Company, are uniquely positioned to conduct a Feasibility Study that would lead to the opportunity to leverage FPL�s available tariff programs to address the County�s electrical infrastructure needs in a swift, efficient manner. Due to this fact, this item recommends that it is in the best interests of the County to approve bid waivers by a two-thirds vote of the Board members present to allow for the Company�s preparation of a feasibility study under the MSA and to allow the Company and FPL to oversee and implement authorized projects under the MSA.
Additionally, the Administration will provide annual reports to the Board throughout the duration of this MSA of all work projects authorized under the MSA which will identify implemented projects, monies spent, and implementation of local workforce and small business goals on projects authorized under the MSA.

Recommendation
It is recommended that the Board: (1) approve the terms of the MSA and authorize the County Mayor or County Mayor�s designee to execute the MSA and exercise all provisions of the MSA including termination terms and renewal terms consistent with expenditure authority the Board has authorized hereunder; (2) authorize the County Mayor or County Mayor�s designee to negotiate, execute, implement, authorize, and administer any FPL tariff agreements, contracts, work orders, statement of works and other authorizations made pursuant to the MSA and exercise all provisions of FPL tariff agreements, contracts, work orders, statement of works, and other authorizations made pursuant to the MSA, including any renewal, cancellation, termination, or extension provisions contained therein provided that such are consistent with the purpose and terms of the MSA in an amount not to exceed $912,000,000.00; (3) waive competitive bidding requirements in the best interests of the County by a two-thirds vote of the Board members present pursuant to Section 2-8.1(b)(1) of the Code of Miami-Dade County (�Code�) for Company�s preparation and purchase of an initial Feasibility Study for the County in an amount not to exceed $497,947.00; and (4) waive competitive bidding requirements in the best interests of the County by a two-thirds vote of the Board members present pursuant to Section 2-8.1(b)(1) of the Code to authorize the Florida Public Service Commission Approved Return on Common Equity to the Company or FPL in an amount not to exceed $98,496,000.00, which constitutes 10.8% of the $912,000,000.00 amount approved herein, to oversee and implement the projects authorized under the MSA.

The MSA will be effective upon signature by all parties, and the initial term will expire 20 years from that date, unless terminated. The MSA shall automatically renew for additional twelve (12) month periods (each a �Renewal Term� and collectively with the Initial Term, the �Term�) unless either party gives written notice of its intent not to renew the Term at least thirty (30) days prior to the expiration of the then current Term. The County and the Company have agreed to waive their right to a jury trial over any disputes arising under the MSA.

Scope
Countywide

Delegation of Authority
The County Mayor or County Mayor�s designee is authorized to execute the MSA with the Company and exercise all provisions of the MSA including termination terms and renewal terms consistent with expenditure authority the Board has authorized. The Mayor or County Mayor�s designee is further authorized to pay the assessment of the Feasibility Study in an amount not to exceed $497,947.00 and negotiate, execute, implement, authorize, and administer any FPL tariff agreements, contracts, work orders, statement of works and other authorizations made pursuant to the MSA and exercise all provisions of FPL tariff agreements, contracts, work orders, statement of works, and other authorizations made pursuant to the MSA, including any renewal, cancellation, termination, or extension provisions contained therein provided that such are consistent with the purpose and terms of the MSA in an amount not to exceed $912,000,000.00 over the initial 20-year term of the MSA and automatic 12-month renewal periods. The County Mayor or the County Mayor�s designee is further authorized to pay the Florida Public Service Commission Approved Return on Common Equity to the Company or FPL in an amount not to exceed $98,496,000.00, as part of the $912,000,000.00 authorized hereunder. The contracts to be negotiated are enumerated in the following paragraph and attached hereto.

The County Mayor or the County Mayor�s designee is authorized to execute, implement, and administer agreements and exercise all provisions of the contracts, including any renewal, cancellation, termination, or extension provisions contained therein, pursuant to section 2-8.1 of the County Code, as provided herein related to the implementation of the MSA including but not limited to the following agreements attached herein: (1) Feasibility Study Authorization Form; (2) Implementation Services Authorization Form; (3) Notice of Substantial Completion (4) Form of Change Order; (5) Form of Final Acceptance Certificate; (6) Form of Final Acceptance Certificate; (7) Solar Power Utilities Service Agreement and Solar Power Facilities Master Rider Pilot (attached as Exhibit B); (8) Commercial Electric Vehicle Charging Services Agreement and Commercial Electric Vehicle Charging Services Rider Pilot (attached as Exhibit C); (9) Optional Supplemental Power Services Agreement, Supplemental Power Services Rider Pilot, and Statements of Work (attached as Exhibit D); (10) Solar Power Utilities and Commercial Electronic Vehicle Charging Statements of Work (in development); and (11) any agreements, contracts, work orders, statement of works, and other authorizations made pursuant to and consistent with the terms of the approved MSA.


Fiscal Impact/Funding Source
The MSA provides for the conducting of a Feasibility Study. After the County has the results of the Feasibility Study in hand, we will negotiate different statements of work with Florida Power & Light Company (�FPL�), which is Company�s parent company and the County�s electric utility provider, for the actual infrastructure improvements that will be governed by FPL tariff agreements that have been pre-approved by the Florida Public Service Commission (�FPSC�). The initial Feasibility Study assessment fee will be paid in an amount not to exceed $497,947.00. The Feasibility Study fee will be distributed between the Internal Services Department (�ISD�) and the Miami-Dade Aviation Department (�MDAD�). ISD�s portion, which remains to be determined, will be funded through the Capital Infrastructure Investment Program (�CIIP�). MDAD�s share of the Feasibility Study fee will be funded by operational reserves. The negotiations of the statements of work to complete the identified improvements resulting from the Feasibility Study assessment will be entered into with FPL in an amount not to exceed $912,000,000.00 over the initial 20-year term of the MSA and automatic 12-month renewal periods. These improvements will be funded through operational funds. FPL will add tariff charges to each location�s regular utility bills to recoup the costs associated with these improvement projects.

A more precise cost estimate is not available at this time because as stipulated in the MSA with the Company, FPL will be hiring contractors using the competitive bidding required from the County per Florida statutory law upon completion of the Feasibility Study. FPL�s mid-point return on equity (�ROE�) is 10.8% as authorized by the FPSC. A portion of the $912,000,000.00 will be utilized to pay FPL for their management and operations of these contracts in an amount not to exceed $98,496,000.00 over the 20-year term and renewal periods of the MSA.

Track Record/Monitor
To ensure compliance with the terms and conditions of this MSA, James F. Murley, Miami-Dade Chief Resilience Officer of the Office of Resilience, will track and monitor all requirements.

Background
Within Miami-Dade County, electricity and fuel use in buildings results in 41% of total emissions. Strategies to tackle emissions from buildings center around reducing the energy used by buildings through energy efficiency and ensuring that the energy needed comes from renewable sources. This includes electrifying systems that currently use fossil fuels and the use of on-site or off-site sources of renewable energy, such as solar panels, with the objective of making buildings as efficient as possible.


The Office of Resilience (�OOR�), ISD, and MDAD have been working on behalf of the County as primary stakeholders to assess the opportunity to leverage an existing Joint Partnership Agreement (�JPA�) between Miami-Dade County and FPL (attached as Exhibit E) to ultimately enter into this MSA for infrastructure improvements at various County facilities. The terms of the MSA include the completion of a 32-week Feasibility Study across more than 100 County sites and facilities. The assessment's goal is to assist Miami-Dade County in advanced energy management and continued improvement of the energy security through electrical infrastructure including increasing sustainability, resiliency, and reducing carbon emissions.

This proposed work, to perform a Resilient Infrastructure, Electrical Hardening, Sustainability & Electric Vehicle Services (�RIEHSEVS�) Feasibility Study, will evaluate the existing electrical distribution infrastructure, identify and prioritize infrastructure improvements, and develop a Master Plan for energy resiliency and sustainability. The Master Plan will feature energy efficient solutions such as solar full back-up power generation, solar photovoltaic (�PV�), battery backup systems and electric vehicle charging stations at County facilities. The solutions proposed could lead to a net reduction in consumption and over time, a savings to the County. The RIEHSEVS Feasibility Study will determine the technical and economic viability of implementing each proposed solution at the identified sites.

Like many County departments, ISD and MDAD manage aging facilities that are in critical need of electrical hardening. At many facilities, improvements such as the addition of electrical vehicle charging stations, solar photovoltaic technology, and full backup power generation will be dependent upon upgraded switchgear equipment and other electrical hardening improvements. As the County continues to install electric vehicle charging stations to serve both County fleet vehicles and the public, it will become increasingly reliant on electric utility providers like FPL to add new electric services to County facilities to keep up with growing needs. Similarly, as the frequency of extreme weather events continues to accelerate, the availability of reliable backup power generation has become critical for County operations the continuity of government operations.
The electrical infrastructure system limits at MDAD to be covered under the study include each FPL vault all the way up to main distribution panel and include normal and emergency power. At a minimum, MDAD equipment to be evaluated should include: Electrical feeders, transformers, bushings, switches, disconnects, panels, switchgear, breakers, and should take into account the existing condition, age, and technology enhancements, remote monitoring systems, etc. to upgrade.
The primary benefit of RIEHSEVS is that the County will have the ability to keep facilities operational in the event of storms/hurricanes, electrical equipment failure, or maintenance. The hardening of the electrical infrastructure can also yield multiple benefits, such as: the addition of zero-emissions equipment and installation of net zero backup power generation for increased reliability; elimination of single points of failure; easing of maintenance problems; streamlining troubleshooting; tracking and maintaining equipment easier; reduction of inventory of replacement parts; simplification of logistics; and allowing for quality predictability. Additionally, hardening the electrical infrastructure in a Professional-plan method of execution will address known issues first without sacrificing long-term resilience or wasteful spending. The Company�s services will include all aspects of operating and maintaining the electrical infrastructure system at the sites identified between the FPL vaults and main distribution panel (�MDP�) for normal and emergency power, as well as EV charging stations.

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Jimmy Morales
Chief Operations Officer