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HomeMy WebLinkAboutSolar Light Donation Agreement and Rolling Bill of Sale 20210721CFN 2021193003, OR BK 9201 Page 1706, Recorded 07/26/2021 at 02:42 PM Rachel M. Sadoff, Clerk of Courts, Brevard County SOLAR STREET LIGHT DONATION AGREEMENT 1 AND ROLLING BILL OF SALE THIS AGREEMENT AND ROLLING BILL OF SALE is entered into this2dayof 2021 ("Effective Date"), by and between the CITY OF CAPE CANAVERAL, FLORIDA ("Cal+lie Canaveral"), a Florida municipal corporation, whose address is 100 Polk Avenue, Cape Canaveral, Florida 32920, and the CITY OF ROCKLEDGE, FLORIDA ("Rockledge"), a Florida municipal corporation, whose address is 1600 Huntington Lane, Rockledge, Florida 32955. WHEREAS, the City of Cape Canaveral currently owns approximately ninety-four (94) solar street lights which are installed and operating within the rights -of -way of the City of Cape Canaveral; and WHEREAS, during the next several years, Cape Canaveral will be implementing a solar street light replacement plan whereby Cape Canaveral will be incrementally replacing the existing solar street lights with new solar street lights; and WHEREAS, Rockledge has a need for the old existing solar street lights being replaced by Cape Canaveral and given said need, Cape Canaveral desires to donate the old solar street lights to Rockledge, in accordance with the terms and conditions of this Agreement, so Rockledge can use them for their intended purposes. Section 1. Recitals. The foregoing recitals are hereby incorporated herein by this reference. Section 2. Solar Street Lights. The solar street lights subject to this Agreement are currently installed within the rights -of -way located within the City of Cape Canaveral, and are described as Model SEPA200-DS-URB3211-ALC11-DBL-TB-PZ4. A depiction of said solar street lights is attached to this Agreement as Exhibit "A." At the Effective Date of this Agreement, there are approximately ninety-four (94) existing solar street lights currently in operation and f available for donation. Section 3. Donation. At such time Cape Canaveral has discontinued using 'any of the existing solar street 'lights, and said solar street lights have been removed and replaced by Cape Canaveral with a new solar street light Cape Canaveral agrees to donate the removed solar street light ko Rockledge at no cost. This donation provision shall not apply to any existing solar street light 'that has been damaged beyond repair or no longer deemed functional by Cape Canaveral after the Effective Date of this Agreement. Cape Canaveral reserves the right in its discretion to dispose of and discard any damaged or non-functional existing solar street lights subject to this Agreement. Section 4. Pick-up and Transportation. Cape Canaveral will provide written notice to Rockledge of the removal of any of the existing solar street lights. Upon receipt of said notice, Rockledge shall have up to fourteen (14) days to take possession of the removed solar street lights and transport, at Rockledge's expense, the street lights to Rockledge from the storage location assigned and being used by Cape Canaveral. If Rockledge fails to timely take possession Pagel of 3 OR BK 9201 PG 1707 and transport the removed solar street lights being stored by Cape Canaveral, Cape Canaveral may dispose of or discard said solar street lights as it sees fit. Section S. Rolling Bill of Sale. The following bill of sale provision shall apply at such time Rockledge takes possession of each and every solar street light in accordance with Section 4 of this Agreement: KNOW ALL MEN BY THESE PRESENTS, that the CITY OF CAPE CANAVERAL, FLORIDA, (the "Seller") for and in consideration of the sum of one dollar ($1.00), the receipt of which is hereby acknowledged, grants, bargains, sells, transfers and delivers unto the CITY OF ROCKLEDGE, FLORIDA (the "Buyer"), in "AS -IS" condition, all of the Seller's title and interest in the solar street light which has a Model Number SEPA200-DS-URB3211-ALC11--DBL-TB--PZ4 ("Solar Street Light"). Buyer hereby certifies that it has investigated the adequacy and conditions of the aforementioned Solar Street Light and is satisfied with the "As -Is" condition. Buyer acknowledges and agrees that Buyer is acquiring title to the Solar Street Light without the benefit of a warranty and that the Seller makes no representations or warranties, implied or express, regarding the Solar Street Light. Buyer shall accept the Solar Street Light "as is" and "with all faults". Further, without limiting or restricting any other rights or benefits that Seller may have under Florida law regarding potential liability including under sections 768.28 and 768.1315, Florida Statutes, Buyer agrees to hold the Seller and its employees and contractors harmless from any and all liability, personal injury, property damage, or death resulting from any and all existing or future defects, malfunctions, and damages affecting the Solar Street Light in any way whatsoever. Nothing contained herein shall be construed as a waiver of sovereign immunity of either Buyer or Seller. TO HAVE AND TO HOLD, the same unto the Buyer, and Buyer's executors, administrators and assigns forever. This Section shall survive termination of this Agreement regarding any Solar Street Light transferred by Seller to Buyer prior to said termination. Section 6. Effective Date; Term. The Effective Date shall be the date first above written upon the execution and delivery hereof by the parties hereto ("Effective Date"). Unless this Agreement is terminated by the Parties, in writing, this Agreement shall remain in full force and effect until such time Cape Canaveral has transferred possession to Rockledge of each and every solar street light required to be transferred pursuant to Section 3 of this Agreement. Section 7. Miscellaneous. This Agreement constitutes the entire agreement between the Parties related to the subject matter stated herein. This Agreement shall be governed by Florida law. In the event of any litigation between the Parties arising out of this Agreement, venue shall be in Brevard County, Florida. Nothing herein shall be construed as a waiver of either Cape Canaveral's or Rockledge's right to sovereign immunity under Section 768.28, Florida Statutes. Page 2 of 3 OR BK 9201 PG 1708 IN WITNESS WHEREOF, the Parties have executed this Agreement and Rolling Bill of Sale on the dates referenced below. ATTEST: Goforth, City Clerk ,, , ,,,,ti1i,,„� ,,, , \,..... e .. 0 •..- .A, t I& � it,~1■ `. �j si. =�er.,;sseur, City Clerk _ �iw.. cA *��r.r0 B,E R j 9 1 � '� • .,f�- , OF r'-a4k'� CITY OF CAPE CANAVERAL d Morley ager ager Date: 61/40/7/ CITY OF ROCKLEDGE vez la th, zg, Brenda Fettrow, City Manager Date: 7/2.2/202/ Page 3 of 3 OR BK 9201 PG 1709 SEPA200-DS-U RB32II-ALC11-DBL--TB-PZ4 200 Watt Solar Array THROUGH ANTI —ROTATION ROD 3'--0 1 /16"-1 9 1/2" 1'-1 5/8""- 1'-3 3/8" - Urban LED Fixture 32 Watt Type II BATTERY (2) 8G24SS DIMENSIONS 10 25"L X 6 5"W X 8 5H Exhibit "A" 0,2 B HARDWARE PROVIDED ITH TRANSFORMER BASE ANCHOR DETAIL (AK8 SHOE BASE) (4) 1" X 36- HOT DIP ALVANIZED STEEL ANCHOR BOLTS, 4" PROJECTION —015" B C 1'-3 3/8" ANCHOR DETAIL (TRANSFORMER BASE) Drawing Property of SEPCO — Solar Electric Power Company NO REVISIONS DATE SEPCO TITLE City of Cape Canaveral CUSTOMER SEPA200—DS—URB3211 I, r 1521 SE Palm Court Stuart, FL 34994 T 272220-6615 F 272-220-8616 wwww ep[o-solar44h(ing com SCALE NTSIDATE 4//5/2016 DWG NO f PPZ 7! 1(1 BY BS