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HomeMy WebLinkAbout2009 10 26 Consent 201 Authorization To Enter Into Agreement With Mount Greenwood Community Association Incorporated For Upgrade Of Street LightsCOMMISSION AGENDA CONSENT X INFORMATIONAL ITEM 2 O l PUBLIC HEARING October 26, 2009 Meeting REGULAR MGR /DEPT Authorization REQUEST: Community Development Department, Urban Beautification Division, is requesting authorization for the City Manager to enter into a contract agreement with Mount Greenwood Community Association Incorporated for the upgrade of four (4) standard street lights within the Mount Greenwood 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 four (4) standard street lights to four (4) decorative street lights, located along Dolphin Road. 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. Mount Greenwood Community Association is currently requesting that four (4) street lights be upgraded within their community, along Dolphin Road, as per Attachment `A', Exhibit 1, of the included NSSLIA. As part of the agreement, Mount Greenwood Community Association will be required to make payment directly to Progress Energy for construction costs and the residual monthly charges associated with this upgrade. The City will be required to reimburse Mount Greenwood Community Association the standard base rate for each decorative street light installed. Approval of this item will result in a total of four (4) existing standard street lights being removed and four (4) decorative street lights installed, at no additional cost to the City. FUNDING: Funding for this project will be provided by the Mount Greenwood Community Association. RECOMMENDATION: Community Development Department, Urban Beautification Division, recommends approval of the attached NSSLIA with Mount Greenwood Community Association Incorporated for the upgrade of four (4) standard street lights to four (4) decorative street lights, within the Mount Greenwood 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 -Mount Greenwood Community Association 1. Exhibit `1' -Street Light Upgrade Request Letter COMMISSION ACTION: 2 NEIGHBORHOOD STREET SIGN AND LIGHT IMPROVEMENT AGREEMENT #2 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 Mt. Greenwood Community 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. 2.3 "Street Light Base Rate" shall mean the actual cost charged by Progress Energy to Form 02/09 Neighborhood Street Sign and Light Improvement Agreement City of Winter Springs -Mount Greenwood HOA (#2) Page l of 8 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 1$ 3.52. 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 cast 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 replacement. Notwithstanding, the City will be responsible for the repair or replacement of any Form 02/09 Neighborhood Street Sign and Light Improvement Agreement City of Winter Springs -Mount Greenwood HOA (#2) Page 2 of 8 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 4 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. 5.2 The City will purchase replacement decorative street signs required by the Project Form 02/09 Neighborhood Street Sign and Light Improvement Agreement City of Winter Springs -Mount Greenwood HOA (#2) Page 3 of 8 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 Sisns 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. Annlicable 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; Headines. 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 Statues, or any other limitation on the City's potential liability under state or federal law. Said rights Form 02/09 Neighborhood Street Sign and Light Improvement Agreement City of Winter Springs -Mount Greenwood HOA (#2) Page 4 of 8 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: Mt. Greenwood Community Association, Inc. P.O. Box 677307 Orlando, FL 32867-7307 407-681-0394 (Phone) 407-681-0395 (Fax) 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 Form 02109 Neighborhood Street Sign and Light Improvement Agreement City of Winter Springs -Mount Greenwood HOA (#2) Page 5 of 8 covered 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 ovo9 Neighborhood Street Sign and Light Improvement Agreement City of Winter Springs -Mount Greenwood HOA (#2) Page 6 of 8 WITNESSES: Print Name Print Name STATE OF FLORIDA COUNTY OF THE ASSOCIATION By: 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 -Mount Greenwood HOA (#2) Page 7 of 8 CITY OF WINTER SPRINGS, a Florida Municipal Corporation: Print Name sy: Print Name STATE OF FLORIDA COUNTY OF SEMINOLE City Manager 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 -Mount Greenwood HOA (#2) Page 8 of 8 Exhibif '1' NSSUA;MtGreenwoodHOA: 2009 Mt. Greenwood Community Association, Inc P.O. Box 677307, Orlando, Florida 32867-7307 Telephone: 407-681-0394 FAX: 407-681-0395 August 6, 2009 Mr. Steve Richart City of Winter Springs Florida 1126 East State Road 434 Winter Springs, FL 32708 Re: STREET LIGHT UPGRADES Dear Steve: The Board of Directors of Mt. Greenwood Community Association voted to upgrade four (4) street lights in the community similar to the one done in 2008 at the entrance on Hayes Road and Dolphin Road (except taller poles). We understand that there will be costs involved in replacing the old style poles as well as recurring monthly costs for the upgrade. The locations of the doles are all on Dolphin Road. I inspected the poles and could not locate identifying numbers on the poles. The poles have been "marked" with blue painter's tape and are noted at the following intersections below. 1. Dolphin Road & Inglenook Circle -southeast corner 2. Dolphin Road & Woodreen Lane -northeast corner 3. Dolphin Road & Lancers Drive -southeast comer 4. Dolphin Road & Panorama Drive -south side of Dolphin If you have any questions or require additional information please contact my office. Ray Spangler, the HOA President and or myself are available on this project. Looking forward to working with you on this. Thanks for your time in this matter. On behalf of the Board, J.~ f . Joe Frasca Community Association Manager Preferred Community Management, Inc. , Mt. Greenwood Community Association, Inc. P.O. Box 677307, Orlando, Florida 32867 -7307 Telephone: 407- 681 -0394 Facsimile: 407- 681 -0395 October 27, 2009 City of Winter Springs State Road 434 Winter Springs, FL 32708 Re: STREET LIGHTING UPGRADE To Whom It May Concern: Ray Spangler is the president of the homeowners association. The Board of Directors has authorized him to sign on behalf of the Association the necessary documents required to upgrade the street lighting in the subdivision. On behalf of the Board of Directors of Mt. Greenwood Community Association, Inc., Joe Frasca Community Association Manager Preferred Community Management, Inc. RECIENVED OCT 29 1099 tic7o r lL r ;, Permitt - Kim R.A}0 -�11n i NEIGHBORHOOD STREET SIGN AND LIGHT IMPROVEMENT AGREEMENT This Neighborhood Street Si$�gg and Light In� pProvement Agreement "Agreement is made and entered into this a_ `'Hay of by i 20 by and between the City of Winter Springs, Florida, a Florida municipal corporation "City") and Mt. Greenwood Community 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. 2.3 "Street Light Base Rate" shall mean the actual cost charged by Progress Energy to Foram 02/09 Neighborhood Street Sign and Light improvement Agreement City of Winter Springs Mount Greenwood HOA #2) Page 1 of 8 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 513.52. The parties acknowledge that said base rate is subject to periodic adjustments by Progress Energy and the City of Winter Springs. tion 3• S cone of Protect. 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 WA Dollars MA) 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 replacement. Notwithstanding, the City will be responsible for the repair or replacement of any Form 02/09 Neighborhood Street Sign and Light Improvement Agreement City of Winter Springs Mount Greenwood HOA #2) Page 2 of 8 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 MA j 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 4 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. Citv's Oblieatlons. 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. 5.2 The City will purchase replacement decorative street signs required by the Project Form 02/09 Neighborhood Street Sign and Light Improvement Agreement City of Winter Springs Mount Greenwood HOA #2) Page 3 of 8 and under the Street Sign Contract in accordance with the City's purchasing policies and procedures. 53 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. Tide 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. Severabilitv. 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 Statues, or any other limitation on the City's potential liability under state or federal law. Said rights Form 02/09 Neighborhood Street Sign and Light Improvement Agreement City of Winter Springs Mount Greenwood HOA #2) Page 4 of 8 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: Mt. Greenwood Community Association, Inc. P.O. Box 677307 Orlando, FL 32867 -7307 407 -681 -0394 (Phone) 407 -681 -0395 (Fax) 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 Rieht 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 Fonn 02/09 Neighborhood Street Sign and Light Improvement Agreement City of Winter Springs Mount Greenwood HOA #2) Page 5 of 8 covered 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 Mount Greenwood HOA #2) Page 6 of 8 WITNESSES: THE ASSOCIATION By: Print Name pp f' A,�,. c► D kit lG Print Name STATE OF FLORIDA, COUNTY OF epA.1 n) The fo going ins ent was ac owledged before me this 42 day of &lobe. 6 20La, by .11_ u who executed the foregoing instrument and acknowledged bef• me that he xec d the same for the uses ,ipurp therein expressed and 0 who is personally known to me or r °who has produced as identification and who not ake an ath. (NOTARY SEAL) o ary Public Signature s�t+n r' "7 Yl G' C Comm yped or Printed Notary me E 7211512 a, wow mu msessussus. Form 02/09 Neighborhood Street Sign and Light Improvement Agreement City of Winter Springs Mount Greenwood HOA #2) Page 7 of 8 g 'j,'I(2.+ CITY OF WINTER SPRINGS, 8n 'a.7 Fite!dr a Florida Municipal Corps ttoer Print ame By: /.1. Ci anager //au, f Ru.Ne it I J nt Name STATE OF FLORIDA COUNTY OF SEMINOLE The foregoing instrument was acknowledged before me this PHAday of 'E.)�l> (,4W- 206'1, by laltlJ L., City Manager of Winter Springs, Florida, who is personally known to me. (NOT Lary Public State of Florida J el Andrea Lorenzo- Luar,es Notary tc Signature a My Cor rn slor !)[;564334 if °i a E) ___222192(2 9�2t!' 7 Typed or Printed Notary Name Form 02/09 Neighborhood Street Sign and Light Improvement Agreement City of Winter Springs Mount Greenwood HOA #2) Page 8 of 8 Exhibit '1' NSSLIA;MtGreenwoodHOA: 2009 Mt. Greenwood Community Association, Inc P.O. Box 677307, Orlando, Florida 32867 -7307 Telephone: 407 681 -0394 FAX: 407 -681 -0395 August 6, 2009 Mr. Steve Richart City of Winter Springs Florida 1126 East State Road 434 Winter Springs, FL 32708 Re: STREET LIGHT UPGRADES Dear Steve: The Board of Directors of Mt. Greenwood Community Association voted to upgrade four (4) street lights in the community similar to the one done in 2008 at the entrance on Hayes Road and Dolphin Road (except taller poles). We understand that there will be costs involved in replacing the old style poles as well as recurring monthly costs for the upgrade. The locations of the poles are all on Dolphin Road. I inspected the poles and could not locate identifying numbers on the poles. The poles have been "marked" with blue painter's tape and are noted at the following intersections below. 1. Dolphin Road Inglenook Circle southeast corner 2. Dolphin Road Woodreen Lane northeast corner 3. Dolphin Road Lancers Drive southeast comer 4. Dolphin Road Panorama Drive south side of Dolphin If you have any questions or require additional information please contact my office. Ray Spangler, the HOA President and or myself are available on this project. Looking forward to working with you on this. Thanks for your time in this matter. On behalf of the Board, Jac fouyc4t Joe Frasca Community Association Manager Preferred Community Management, Inc.