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HomeMy WebLinkAbout2010 01 11 Consent 200 Highlands Homeowner's Association, Inc. Agreement For Standard Street Lights COMMISSION AGENDA CONSENT X INFORMATIONAL ITEM 200 PUBLIC HEARING REGULAR January 11, 2010 MGR DEPT 11 Meeting Authorization REQUEST: The Community Development Department, Urban Beautification Division, is requesting authorization for the City Manager to enter into a contract agreement with Highlands Homeowner's Association, Inc., for the upgrade of sixty -two (62) standard street lights with sixty -two (62) decorative street lights in the Highlands Subdivision. PURPOSE: This agenda item is needed for the City Commission to approve the execution of a Neighborhood Street Sign and Light Improvement Agreement (NSSLIA) for the upgrade of street lights located in the roadway medians on Sheoah Boulevard. The proposed upgrade will be at no cost to the City. CONSIDERATIONS: On January 11, 2006, under Agenda Item 508 of the November 28, 2005 Commission Meeting, the City entered into its first NSSLIA with a private homeowners association for the upgrade of standard street lights to decorative lights along public roadways. Pursuant to the NSSLIA, participating homeowners groups or developers are responsible to create a street light billing account with Progress Energy and arrange to make timely payments for each decorative street light on a monthly basis. The City is required to reimburse each participant, upon the receipt of a qualified invoice, the standard `base rate' amount for each decorative street light, usually on a quarterly basis. Highlands Homeowner's Association, Inc. (HHA) is currently requesting that sixty two (62) street lights be upgraded within their community along Sheoah Boulevard, as per Attachment `A', Exhibit 1 of the included NSSLIA. As part of the agreement, HHA will be required to make payment directly to Progress Energy for construction costs and the residual monthly charges associated with the upgrade. The City will be required to reimburse HHA the standard base rate for each decorative street light installed. Approval of this item will result in a total of sixty -two (62) existing standard street lights being removed and sixty -two (62) decorative street lights installed, at no additional cost to the City. 1 Benefits to residents of the Highlands Subdivision that will come as a result of this upgrade include: Increased safety as a result of new 100w bulbs as compared to 50w bulbs in the existing street lights on Sheoah Boulevard. Enhanced beautification of the community with upgraded light poles. Improved reliability with components installed as part of the project. FUNDING: Funding for this project will be provided by Highlands Homeowner's Association, Inc. RECOMMENDATION: The Community Development Department, Urban Beautification Division, recommends approval of the attached NSSLIA with Highlands Homeowner's Association, Inc., for the upgrade of sixty -two (62) standard street lights to sixty -two (62) decorative street lights, within the Highlands Subdivision, and to authorize the City Manager and City Attorney to prepare and execute any and all applicable documents. IMPLEMENTATION SCHEDULE: The project will be authorized immediately upon Commission approval with construction to begin as scheduled by Progress Energy. ATTACHMENTS: A. NSSLIA Highlands Homeowner's Association, Inc. 1. Exhibit `1' Street Light Upgrade Request Letter Dated 11/16/09 COMMISSION ACTION: 2 Attachment `A' NEIGHBORHOOD STREET SIGN AND LIGHT IMPROVEMENT AGREEMENT This Neighborhood Street Sign and Light Improvement Agreement "Agreement is made and entered into this day of 20 by and between the City of Winter Springs, Florida, a Florida municipal corporation "City and Highlands Homeowners Association, Inc., (Developer), a Florida corporation "Association WITNESSETH: WHEREAS, the Association is a community or homeowner's Association located within the City of Winter Springs, Florida; and WHEREAS, the City provides the Association and its members with standard street signs and standard street lights located on City streets that traverse through the real property which constitutes the Association; and WHEREAS, the Association and the City desire to provide enhanced decorative street signs and decorative street lights at the Association's expense under the terms and conditions herein; and WHEREAS, the parties acknowledge that this agreement will improve the aesthetic appearance of the City's streets primarily for benefit and enjoyment of the Association and its members and incidentally to the rest of the citizens of Winter Springs. NOW THEREFORE, in consideration of the mutual promises set forth hereunder, and other good and valuable consideration, which the parties acknowledge has been exchanged, the parties agree as follows: Section 1. Recitals. The foregoing recitals are true and correct and are hereby incorporated herein as a material part of this Agreement. Section 2. Definitions. The following words and phrases used herein shall have the following meaning unless the context clearly indicates otherwise: 2.1 "Progress Energy" shall mean Progress Energy and any successor and assign to the City's electric franchise. 2.2 "Sign Plate" shall mean the metal face plate of the street sign on which street names and other traffic symbols and/or language is written such as "stop" and speed limits. Form 02/09 Neighborhood Street Sign and Light Improvement Agreement City of Winter Springs The Highlands HOA Page 1 of 8 2.3 "Street Light Base Rate" shall mean the actual cost charged by Progress Energy to maintain and operate a standard concrete pole and cobra fixture. Said costs include electric, equipment rental, maintenance, gross receipts tax and other associated charges imposed by Progress Energy in accordance with law. At the effective date of this Agreement, the Street Light Base Rate is equal to 14.24. The parties acknowledge that said base rate is subject to periodic adjustments by Progress Energy and the City of Winter Springs. Section 3. Scope of Project. The City and the Association agree that this Agreement may cover both decorative street signs and decorative street lights depending on what is specifically set forth in Exhibit "1 The City and Association agree that the Association desires to purchase, install, maintain and operate the decorative street signs and street lights depicted and itemized in Exhibit "1 which is attached hereto and incorporated herein by this reference (the "Project The parties acknowledge that if decorative street signs are installed, they must comply with the standards of the Florida Department of Transportation and the City of Winter Springs, and if decorative street lights are installed, they must be provided by Progress Energy and approved by the City of Winter Springs. Section 4. Association's Obligations. The Association agrees to perform the following obligations: 4.1 Decorative Street Signs. To the extent that decorative street signs are part of this Agreement as provided on Exhibit "1 the Association agrees to fully cooperate with the City to purchase, install, and maintain N/A decorative street signs required by the Project as follows: (A) The Association shall agree to pay the City's actual out -of- pocket cost of purchasing and installing the decorative street signs required to complete the Project. (B) Prior to the City purchasing the decorative street sign component of the Project, the Association agrees to provide the City with a deposit in the amount of N/A Dollars N /A) which represents a minimum of one hundred percent (100 of the estimated cost of the street sign component of the Project, excluding the cost of sign plates. (C) Within seven (7) days of the City awarding a contract for the street sign component of the Project "Street Sign Contract and prior to contract execution with the contractor, the Association shall pay the City any remaining amount that is due under the Street Sign Contract, if any, less the deposit and excluding the cost of the sign plates. The City reserves the right to terminate the Street Sign Contract should the Association fail to make said payment. (D) In the event any of the decorative street signs must be replaced or repaired due to damage, deterioration, or age, the Association agrees to pay the City the cost of the repairs or the cost of purchasing and installing the replacement decorative street signs. The Association's payment shall be made within thirty (30) days of receipt of written notice from the City and prior to the Form 02/09 Neighborhood Street Sign and Light Improvement Agreement City of Winter Springs The Highlands HOA Page 2 of 8 replacement. Notwithstanding, the City will be responsible for the repair or replacement of any damaged, deteriorated, or aged street sign plate. All other components of the street sign including, but not limited to, the foundation, framing, and pole will be the responsibility of the Association. (E) During the term of this Agreement, the Association agrees to maintain with the City security for the cost of labor and materials for future sign repairs and replacement. At the Association's election, the security shall be in the form of a letter of credit issued from a solvent bank with a branch office in the Central Florida area, a payment bond issued from a highly rated surety in the amount of ten percent (10 of the Street Sign Contract, or the advance purchase of N/A decorative street signs which will be stored as inventory by the City for future sign repairs and replacement. If elected, said bank or surety, and the form of the letter of credit or bond, shall be subject to the City's approval prior to issuance. The City reserves the right to periodically adjust the required amount of the letter of credit or bond for inflation or require additional advance purchases of decorative street signs to replace depleted inventory. In the event the letter of credit or bond is not replaced upon expiration, the City shall notify the Association in writing that the letter of credit or bond must be replaced to satisfy the requirements of this Agreement. Upon receipt of said notice, the Association shall have fifteen (15) days in which to replace the letter of credit or bond. The City shall have the right to call the letter of credit or bond to repair or replace any street sign required by this Agreement or to purchase and install any additional decorative street signs that the City determines are needed for traffic safety purposes within the Association property. In the event that a street sign must be replaced, repaired, or added and the Association has failed to maintain the letter of credit or bond or maintain an inventory of replacement decorative street signs, the City shall have the unconditional right to make said repairs, replacement, or addition using a standard non- decorative street sign and recover the actual cost thereof from the Association. 4.2 Decorative Street Lights. To the extent that decorative street lights are part of this Agreement as provided on Exhibit "1 the Association agrees to fully cooperate with the City to acquire, install, maintain, and operate 62 decorative street lights required by the Project as follows: (A) The Association shall assume the full responsibility of maintaining the Progress Energy invoice for all of the street lights covered by the Project, including having the account placed in the name of the Association and making prompt and timely payments on said account. (B) The Association shall be responsible for promptly reporting all broken or damaged street lights directly to Progress Energy. The City reserves the right to do the same in the event that the Association fails in said reporting responsibilities. Section 5. City's Obligations, Subject to the Association's compliance with its payment responsibilities set forth under this Agreement, the City agrees to perform the following obligations: 5.1 The City agrees to pay the cost of purchasing replacement Sign Plates required for the Project. Form 02/09 Neighborhood Street Sign and Light Improvement Agreement City of Winter Springs The Highlands HOA Page 3 of 8 5.2 The City will purchase replacement decorative street signs required by the Project and under the Street Sign Contract in accordance with the City's purchasing policies and procedures. 5.3 The City will assist the Association in coordinating with Progress Energy to acquire and install the decorative street lights. Upon installation and the establishment of an account with Progress Energy, the City agrees to reimburse the Association for the maintenance and operation of the decorative street lights in an amount equal and strictly limited to the Street Light Base Rate. The City shall make the reimbursement on a quarterly basis. However, with respect to any increase in the number of street lights above the number that were actually installed for the Association at the effective date of this Agreement, the City shall not be responsible for the Street Light Base Rate for the additional street lights unless the City agrees, in its discretion, that the additional light(s) were required to bring the Association's street light plan into conformance with Progress Energy's standard photometric requirements. Section 6. Title to Street Signs and Lights. The right, title and interest of the decorative street signs shall be vested in the City. The right, title and interest of the decorative street lights shall be vested in Progress Energy. The Association shall have no property interest in the decorative street signs and street lights. Section 7. Applicable Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida and the Winter Springs Code. The parties agree that venue shall be exclusively within Seminole County, Florida, for all state disputes or actions which arise out of or are based upon this Agreement, and in Orlando, Florida, for all such federal disputes or actions. Section 8. Amendments. This Agreement shall not be modified or amended except by written agreement executed by all parties hereto and approved by the City Commission or City Manager of the City of Winter Springs. Section 9. Entire Agreement; Headings. This Agreement contains the entire agreement between the parties as to the subject matter hereof. The Agreement may only bind the City if executed by the City Manager or Mayor of Winter Springs. Paragraph headings are for convenience of the parties only and are not to be construed as part of this Agreement. All references to whole paragraph numbers (e.g. 2) shall include all subparagraphs thereunder (e.g., 2.1). Section 10. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable to any extent by a court of competent jurisdiction, the City shall have the unconditional right to either terminate this Agreement, modify this Agreement with the Association's consent, or remain in the Agreement as modified by the court. Section 11. Sovereign Immunity. Nothing contained in this Agreement shall be construed as a waiver of the City's right to sovereign immunity under Section 768.28, Florida Form 02/09 Neighborhood Street Sign and Light Improvement Agreement City of Winter Springs The Highlands HOA Page 4 of 8 Statues, or any other limitation on the City's potential liability under state or federal law. Said rights and limitations shall be deemed fully incorporated herein by this reference. Section 12. Notice. All notices and correspondence in connection with this Agreement must be in writing. Notice and correspondence shall be sent by first class mail or hand delivered at the addresses set forth below or at such other addresses as the parties hereto shall designate to each other in writing. (a) If to the City: City Manager City of Winter Springs 1126 East State Road 434 Winter Springs, FL 32708 -2799 407 327 -1800 x 202 (Phone) 407 327 -6695 (Fax) (b) If to the Association: Highlands Homeowners Association, Inc. 2200 Shepard Road Winter Springs, FL 32708 (407) 327 -0640 Section 13. Waiver Any forbearance by the City in exercising any right or remedy under this Agreement shall not constitute a waiver of or preclude the exercise of any right or remedy. Section 14. City's Right to Seek Equitable Relief and Special Assessment. The Association agrees, acknowledges and recognizes that any breach of this Agreement by the Association may result in irreparable harm to the City. The Association agrees that in addition to and not in lieu of all legal and equitable remedies available to City by reason of such breach, City shall be entitled to equitable relief (including, without limitation, specific performance and injunctive relief) to enjoin the occurrence and condition of the breach. Further, in the event the Association fails to make any payments that are required herein, the Association acknowledges and agrees that the decorative street signs and street lights provide a special benefit to the Association and its members and that said special benefit is shared proportionately by all the members of the Association. In the event that the City determines that the Association has not made the payments required by this Agreement, the City reserves the unconditional right to assess the Association and its members for the Association's costs for the decorative street signs and street lights. In the event the City is required to initiate an assessment, the Association agrees to fully support the assessment and the Association shall not contest, challenge or intervene in the assessment process. Further, in the event that the Association defaults on any street light account with Progress Energy which is covered Form 02/09 Neighborhood Street Sign and Light Improvement Agreement City of Winter Springs The Highlands HOA Page 5 of 8 by this Agreement, the City shall also, at its sole discretion, have the right to transfer said accounts into the City's name and thereby assume all the rights afforded an account holder. Section 15. Attorneys Fees. The prevailing party in any litigation arising under this Agreement shall be entitled to recover its reasonable attorneys' and paralegal fees and costs, whether incurred at trial or appeal. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. [Signature Page Follows] Form 02/09 Neighborhood Street Sign and Light Improvement Agreement City of Winter Springs The Highlands HOA Page 6 of 8 WITNESSES: THE ASSOCIATION By: Print Name Print Name STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this day of 20 by who executed the foregoing instrument and acknowledged before me that he executed the same for the uses and purposes therein expressed and who is personally known to me or who has produced as identification and who did not take an oath. (NOTARY SEAL) Notary Public Signature Typed or Printed Notary Name Form 02/09 Neighborhood Street Sign and Light Improvement Agreement City of Winter Springs The Highlands HOA Page 7 of 8 CITY OF WINTER SPRINGS, a Florida Municipal Corporation: Print Name By: City Manager Print Name STATE OF FLORIDA COUNTY OF SEMINOLE The foregoing instrument was acknowledged before me this day of 20, by City Manager of Winter Springs, Florida, who is personally known to me. (NOTARY SEAL) Notary Public Signature Typed or Printed Notary Name Form 02/09 Neighborhood Street Sign and Light Improvement Agreement City of Winter Springs The Highlands HOA Page 8 of 8 NSSLiA Aff-hgtd.an Attachment 'A' Exhibit 1 (2 Pages) Homeowners' Association 2200 Shepard Road Winter Springs, Florida 32708 (407) 327 -0640 Office November 16, 2009 (407) 327 -0644 Fax City of Winter Springs Steven T. Richart Urban Beautification Coordinator 1126 E. SR #434 Winter Springs, Florida 32708 Re: Street Lighting Dear Steven, The Board of Directors of the Highlands Homeowners' Association, Inc. met at its regular Board Meeting on November 12, 2009 and discussed the street lighting proposals regarding the upgrade of street poles along Sheoah Boulevard. After careful review of the submitted proposals, the board voted to commit to this project and proceed with Proposal WR 3414093 and begin the approval process with the City of Winter Springs and Progress Energy. The scope of the work request is to upgrade the 16 existing 14'fiberglass poles with 50 watt Sebring lights to 16' Black Victorian poles with 100 watt Biscayne lights. This work is to be performed in the median islands along Sheoah Boulevard and at the 4 -way islands at Shepard Rd. The Highlands HOA is looking forward to working with the City of Winter Springs in this process. Please advise us as to the process of moving this project through the Commission and to any monies that are due at this time. Thank you for your support in this endeavor. Cordially, t Megow, Presid nt and of Directors Cc: Association file Encl. Lr Progress Energy Lighting Proposal WR 3414093 PE Contact: Linda Burkett Phone: 407 359 -4896 October 6, 2009 Project Details Scope of Request 1 Customer City of Winter Springs Upgrade existing 14' fiberglass poles with 50 watt Sebring lights to 16' Black Vktorial poles and 100 watt Biscayne lights in islands. Site: Sheoah Blvd Contact: Steven Riohart Phone: J EXISTING INVENTORY Per Unit Sub -Total Quantity Product Description Fixtures and Poles Rental Maint. Fuel Energy Unit 62 50W POST TOP (replace only) L40 54.62 51.87 51.60 58.09 5501,58 62 14' FIBERGLASS 52.30 50.00 50.00 52.30 5142.60 50,00 50,00 50.00 50.00 50.00 50.00 50.00 r $0.06 Rental, Maintenance, F&E Totals: 5429.04 5116.94 $99.20 Existing Estimated Monthly Rental $644.18 PROPOSED INVENTORY Per Unit Sub -Totat Quantity Product Description Fixtures and Poles Rental Maint. Fuel Energy Unit 62 100W HPS BIISCAYNE L95 512.99 51.58 S3.74 518.31 51,136.22 62 16' VICTORIAN 11 DUAL BLK PLBCi6VBD 516.55 50.00 50.00 516.55 51.026.10 50.00 50.00 50.00 50.00 50.00 50.00 50 00 50.00 Rental, Maintenance, F&E Totals: 51,831.48 597,96 5231.88 i Project Proposed Estimated Monthly Rental $2,161.32 Summary t Deposit Estimates valid for 30 days and subject to change. Totals CIAC 56,679.43 1,08iliwo' Estimated Monthly Rentals excludes applicable taxes, franchise fees and any customer charges, m t Deposit DO NOT pay the deposit until you receive your bill. The deposit amount equals approximately two months of the i monthly rental and will be billed to you separately on your Progress Energy bill. -o- CIAO Contribution of Aid in Construction is due BEFORE the Work Request can be released to and is defeiled on the enclosed invoice If applicable. In order for us to proceed with the above proposed Iiahtina design it Is necessary theta enclosed documents Nye an authorized signature and are returned in the enclosed envelope along with the CAC pavnreat made out to Progress Energy Florida, inc I The C1AC charge is subject to change after 30 days or in the evert you request or cause any changes to this proposal i Progress Energy will cell for locate of all public facilities. Any customer owned utilces would need to be located and marked at your expense. I If any or all of these fighting facilities will eventually Se subm led to a governmental agency for inclusion into a MS 1 Li or MSttU special assessment program, please verify that these facilities meet the requirements within that jurisdiction. Should the agency not accept these facilities into their program. the entity who signs the Lighting Service Contrecr will remain responsible for payment. Thank you for your lighting request. We look forward to working with you on this project. Authorized Signature a41..� h 4J Date 1 d ('e sign and date to a ve this proposal and return in the enclosed envefope) NEIGH130RHOOD STREET SIGN AND LIGHT IMW AGREEMENT This Neighborhood Street Sign and Light. Improvement Agreement ("Agreement") is =de and entered into this day of Le 20 by and between the City of Winter Springs, Florida, a Florida munic'pal corpo tiott "City and Highlands Homeowners Assoclatimi, Inc., (Developer), a Florida corporation ssoeiation" . WHEREAS, the Association is a cAommunity or cme wn r'a Association tooated rich n the City of Winter S, Florida; and w REA$, the City provides the Association, and its members with standard street signs and standard street lights located on City streets that traverse through the real propel wbi h constitutes the Aociation; sad WR RE. S, the Association and the City desim to rovid enhanc d decorative street s ilm aid decorative street lights at the Association's expewo under the terms aid conditions herein and WHEREAS, the parties acknowledge that this agr cmcnt will improve the aesthetic appea nce of the City's streets peril ' for benefit and enjoyment of the Association and its members and incidentally to the rest of the ciumns of Winter :Sp,ri , NOW THEREF RIE, in consideration of the mutual promt es set forth hereuiader, and other good and valuable coasideration, which the parties acknowledge has been exc ang d, the parties agree as follows: Section 1. keeitals, The foregoing r ciuls are true and correct and are hereby incorporated h rem' as a matenkfl part of this Agreement. Section 2. a nitions, The following words and phrases used herein sJWl have tho following m at =*g %mess the c me t clearly indicates other : 2. 'Trogress Energy 71 shall mean Progress Energy and any successor and assign to the City's electric franchise, 12 "Si late" shad mean the meth face plate of the street sign on which street yes and other tmffie symbols and/or language is written such as "stop" and speed limits_ " 'Street Light Base Rate" shall mean the &MW & t cost charged by Progress Energy to form 02109 Neighbqrhood Street Sign and Light Improvement Agreement City of Winter Springs — 'The highlands HOA Wage t of maintain and operate a standard concrete pole and cobra fixture. Said costs include electric, equipment rental, mai.nt n nce, gross receipts tai and other associated urges imposed by Progress Energy in acoordance. with lam'. At the effective date of this Agreement, the Sheet Light Base Rate is equal to 14.02_ The parties acknowledge that said base rate is subject to periodic adjustments by Progress Energy and the City of Winter Sphngs. Section 3. Leo a of Pro . The City and the Association agree that this Agreement may cover both decorative street signs and decorative street lights depending on what is specifically set forth in Exhibit "I ". The City and Association agree that the Association desires to purohase, install, maintain and operate the decorative street signs and streei lights depicted axed itemized itk Exhibit 1 ", 'which is attached hereto and incorporated herein by this reference (the "P ro, cef ), The pies acknowledge that if doeorative street signs are insta cd, they must comply with the standards of the Florida Dwartment of Transportation and the City of Winter Sprigs, and if decorative street lights are ins it d, they must be provided by Pmgress Energy and approved by the City of winter Springs. section 4. Associatiou's Obligation The Association agrees to perfonn the followin obligations 4.1 Decorative Street Sigmi, —Not Applicable— To the extent that decorative street signs are part of Us Agreement as provided on Exhibit "I", the Association agrees to fly cooperate with the City to purchase, iw tall, and maintain (NLA decorative street signs required by the Project as foUo s (A) The Association shall agree to pay the City's actwl out-of-pocket cost ofpurchasing and installing the decorative street signs required to complete the Project. (B) Prior to the City purchasing the decorative street sign Component of the Project, the Association agree to provide the City with a deposit in the amount of Dollars which represents a minimum of ono hundred percent (100%) of the esfiimtod cost of the street sign component of the Project, excluding the cast of sign plates, W ithin seven (7) days of the City awarding a contract for the street sign coMponent of the Project "'Street Sign Contract' and prior to contract execution with the contractor, the A. sooiation shy pay the City any r=aining amount that is due umder the Street Sign Contract, if any, less the deposit aad excluding the cost of the sign plates. The City - reserves the right to terminath the Street Sign Contract should the Association fail to make said. payment. ( D ) In the event any of the decorative street signs rust be rep1wed or repaired due to damage, deterioration, or age, the Association agrees to pay the City the cost of the ropairs or the cost ofpurch sing andimtalling the replacement decorative street sigm. The Association "s patent shalt be made `t r'ithin fla in r 0 clays of receipt of vnitten notice f - oxn the Choy and prior to the Fonn 02109 Neighborhood Street Sign and Light Improvement ,,agreement City of Winter Springs — Tho Highlands HOA Page replacement. Notwithstanding,, the City will be responsible for the rep air or rep lace m e n t ent of a damaged, deteriorated, or a cd street sign pf at . All other components ofthe street si i�nc lnd . but not limited to, the foundation, framing, an p ole will b the responsibility of th e Association. (E) D uring the term of this Agr etnent, the Association agrees to maintain with the C ecurity for the post o labor and maten 'als for future sign repai and replac At the Association's election, the s ec uri ty shah be in the form of a letter o credit issued from a solvent band with a bramch office in the Central Florida area, a payment bond issued from a highly rated su rety m the amount of t en p acent G % of the Street Sign Contract, or the advance purchase of N/A deco ti e street signs which will be stored as inV=thry by the City for future stgn repairs an replacement, If elected, said bad or surety, and tho form of the lett of credit o bond, shall be subject to the City's approval prior to i-q9tiaoce, The City preserves the right to periodically 4ust the require amount o f the letter of c redit or bond for inflation or require additional a.d =ce purchases of decorative street signs to replace depleted inventory. In the event the letter of credit or bond is not replaced upon expiration, the Ci s hall notify the Association in writing that the lettor of credit or bond must b replaced to satisfy the roquwments of th is Agreement. Upon receipt of said not tht Association shall have fifteen 1 days in which to r eplace the letter of credit or bor:d. Th C shall have the right to call the lett of credit or b on d to rep or re any s sign req uired b i s Agreement or to purchase and inst Ll any additional docor ►tive street signs that the i determines � g es are needed for traffic safety wpos tl the As prop. In the event that suet sign must be replaced, repaired, or a dded and the Associati has failed to maintain the letter ofcredit or bond or maintain an inventory of replacement decorative street signs, the City shad lave the unconditional right to w4ke said reps, replacement, or addition Using a standard non- decorati Street si an reco the actual cost th ereo f fr the Association. 4 .2 Decorative Street ,Lights, To the cx1eut that decorative street lights are part of this Agreement as provided 6 Exhibit 1 the Associamn agrees to fuller caop=te with the City to acquire, inst 1, maintain, operate 62 decorative street lights required by the Project as follows. A The Association shall assume the ill responsibility of m taix .n the progress Energy iia voice for all of the sheet lights covered by the P rod ect, including having the account placed in the name of the A ssociation and making prompt and timely payments on said acount. ( B) Th e Association shall be responsi for promptly re porting all brok n or damaged street hghts directly to P rogress Energy. The City reservos the right to do the same in the event that the Association fails in said reporting responsibilities, sectio C ftyls Obligat Subj to the Association's compliance with its Payment responsibilities set forth under this Ag ee aent, the City agrees to p erform the follow obligations: 5 -1 --Not #ppli ab e�-- The City agrees to pay the cost of purchasing replacement Sign Form Neighborhood Street Sign and Light l nprov=ent Agreement City of Winter Sprin — The Highlands H A page Plates required for the Project. 5 -2 —Not 'Cable -- The CitY wi ll Purchase replacement decorative street si required bar the Pro Oct an under th Street S i gift Contract in � � accordan w ith Cit whin policies and procedures. 5 .3 The City Will assist the Association in 000rdinating with P rog ress EneW to acquir and stall the decorative fre t lights, Upon installation and the estabi- tshmeut of an account with pro tes s Energy, tho City agrees tO reimburse the Association for the mamtenanee and op eratiot, of the decorative street lights in are amount equal a n d strictly 1, to to the street LighT Due Rate. The City $h91 make the reix�r�,b 'sc nE on uarterl r basis. H6wev r� Mt,h respect to any increase ill the number of street fights above tho number that `V'm actually ijuta1ed for the Asso ciation at the effective date of this A reement, the City shall not bo responsible for the Street L ight Base Rate for the add itiowl s ligh is unle s the City agrees, in its di cr ' n-n-, fat the ad&tional lights) were required to brag the Association's street light ply im conformance with P rogress 'Ene standard photom req�eet, Seedon 6. Title to Street Sin and l hts. the right, title and in terest o the decor 'e stre t g n sh dI be vested ire the City. The right, title and interest of the decorative street lights shad be crested in Progress ]Energy. The Association have no property Un terest in the decorative, street signs and street lights. Section 7. App licable w venue. This Agreement shall be gove ed by and construed in accordance with the lags o f the State of Florida a nd the Winter Sp riugs Code. The parks agree that venue shall be, exoinsiv l r Frith Seminole County, Florida, for all state disputes or a tiom which arise out of or are b upon this Agreetnent, and in Orlando, Florida, for alb such federal disputes or actions. Section 8 . Amendments, This Agreement shall not be modified or mended except b writt agmemet exe cuted by all pies hereto and approved by the City Commission or ci Manager of the City of minter Springs, ,Section 9, ntir ` x'e „n - rings T his Agri t contains the entire agreement between the, parties as to the subject matter hereof. The e m nt ma o r).l bin the g y � City if executed by the City meager or Mayor of Winter Springs. Paragraph hewn s are for convenience Of the parties order end are not t be eonst ued as part of this Agreement. All references to whole pe xagra h numbers g shah incl a U subparagraphs thereunder (c.g., 2, 1 . Section 10. S verahillt # If any provision of Ws Agreement shall b -hold to be a d or Un enforceable to any extent by a court of oompetent jurisdiotion, the City shall have the unconditional right to either terminate this Agree eu modify this Agreement with tie Association"s co sent or remain in the A.g as mo dified by the cow. Form 02109 Neighborhood Street Sign an ,f ight Improvem nt Agreement City Of Win= Springs — Tho Highlands oA Page 4 of seet ion . �Overelm T nit . Nothing conO d in the A ,re rent shall be daft ftUe,d s a waiver of the City's Wight to sove imt i ► UA Section 768,28 Flo Statues, Or ahY oth l nation on the City's potential liability under state o r federal lair. Sai rights and hraitins shall b e der filly mooted h erd by this r efe r ence , sectio Notice, All notices and correspondence in c 0nnfttion with this Agreement mast be in wfiting, Notice and correspendcacc shall be sent by Est ems mail or band delivered at the addresses set forth below or a such other addresses a the pares hereto shall. designate t each other in wrldn , a t th city: City Manager City of Wint Sprin 1 126 East St ate Road 434 Wi nter SPs, FL 32708 -2799 407-327-1800 X202 hone 407 - 327 =6695 "a (b) If t o the Association: Highlands R alneowners Associati Inc. 2200 Shepard Road `Winter Springs, FL 32709 0 ' 327 -0640 Sc, cfio Weyer Any forbemme by the City in a eroising aay right O rromedy under this Agreement shall not constitate a waivet of or preclude the exercise of aay right or remedy. Section . 's Ri t to Seek unable Relief and Special Assess The Association are& , ROknOW and recognizes that any broach of this Agreena nt by the Association nlay remit in It` ePaMble h arm to the City* The As sociati on agr that in addition t and not in lieu of all legal and equitable remedies available to city by reason of sua bre ach, C4Y shall be entitled to equitable re li e f (including,, without jimitatioA specific performance and miunctive re lief) to C n j oin the occuxT a and condition of the breach. Furth6r, in the event the A s ociation fails to make any payments that M required here the A s elation acknowledges and ` agrees that the decomtivt street signs and street liglAs provide a. special benefit to the Association and its members axed that said special benefit is shared proportionately by all the members of the Association, In the event that the City detenmines that the Association has not made the payments required by this Agreement, the City restrves the un onditional right to assess the Association are its members for the Association's costs for the decorative street signs an st=l lights. In the event the City is re d t bate an assessment, the Association age on to fly support th assessment Farm 02109 N elghb6rhood Street S i gn ai Light Improvernew Agmetne City of Winter Springs — The Highlands HOB, Page 5 o and the Association shad not contest, challenge or intervene in tho assessment process. Fier, the event that the Association defaults ail any stet light amount with Progress Energy which is covered b y this Agreement, the CiTy shall also, at its sole discretion, have the nit to transfer said accounts into the City's name and thereby ass=e all the ,rights af'f'orded an account holder. Section ,1 . AttorngysJFees. The prevAing party in any fi gation an' sing under this Agreement shall be entitled to r co 'or its reasonable attorneys' and paralegal fm and costs, whether iacuff d at trial or appeal. IN WITNESS WHEREOF, the parries bavo executed tWs Agreemtnt as of the date first writt xx above. [Signature Page FollovV'sl 3 For 02109 Neighborhood Street Sign and Fight Improvement Agreement City of Winwr Springs — The HiWan& 140A page WITNESSES: Print Name Print Name STATE OF FLO A W*-0 COUNTY OF ASSOCIATION d 11 B The foregoing inswummt was acknowled beforc me this d of 20 J kt e, q. � b Zot. 1^vo, G,./' who cXecuted thr, fore insa=en:t ;� ac 'ed before., mo that he executed the see for the tises and p m therms =d expressed w�hho is personall 1�nown to me or 11 who has produced as identification and who did not take an oath. (NOTARY S)EAL Notar Pub fie, Sisardj/ T 64 Prm"' te fs j ' 1% 7 0abber 16M I �� to RM 7 rzas.-, kMnMt iv w. Form 02/09 Nei Street Si and Li Impro vemcat A Cit of Winter Sprin - The Hi HOA Pa 7 of 8 f r�r ell J, Print I Print N= STA'G'E OF FLORA COUNT" OF S CITE' OF WWTR F lo rida M u j� Grp ration: B y: The fregmm� i was a ckno w l edged before e tai : dat of �,, V� 1+ 1 :x* , C i Maa er ' te r ran Florida who i moriall known to me, � . (NO TA RY S EA L r f �� rj MrS Typed o r Printed Notary Na Form 02/09 Neighborhood Street Sign and Light Irnprowment Agreement City of Winter Sprigs — The HigWan& HOA Page 8 of S emo ,� ����5� Frone Sbeven T. Ric��art, Urban Beautification Manager C� Kevin Smith, City Manager Dsbe: 2J12/2010 Ree Highlands NSSUA Stneet L'ght Aereement Dear City Cle�ics: Ptease find three (3) originals of the fo�lowing NSSUA agresme�nt for the Highlan� HOA that requires signature of the City Manager for execution. The agr�eement is for them to upgrade str�et Ights along Sheoah BI�. within the Highlartds Subdivision and it was approved by the City Commission on January 11, 2010 — Ibem C200 (attached). Someone from the Cleric's Office wil� r�ed to r�tarize each of the �rce (3) orig'rnals for the agreement Or�e they have bee� fully exeaibed, please retum tw�o (2) origina�s to me and one (1) original should rema�n with the City Clerk's Office. Thank you very kindly, S�twu• T. ���r� ,