Midtown Improvement District
3501 Quadrangle Boulevard, Suite 270, Orlando, FL 32817; Phone: 407-723-5900

The following is the proposed agenda for the upcoming Meeting of the Board of Supervisors for the Midtown Improvement District (“District”), scheduled to be held at 3:30 p.m. on Tuesday, June 21, 2022, at Courtyard Orlando Lake Nona, 6955 Lake Nona Blvd., Orlando, FL 32827. A quorum will be confirmed prior to the start of the meeting.

District Staff, please use the following information to join via the computer or the conference line: Phone: 1-844-621-3956	Computer: pfmgroup.webex.com    Participant Code: 796 580 192#
BOARD OF SUPERVISORS’ MEETING AGENDA

Organizational Matters
Roll Call to Confirm Quorum
Public Comment Period
Consideration of the Minutes of the May 17, 2022, Board of Supervisors’ Meeting

Business Matters
Review and Acceptance of Fiscal Year 2021 Audit (provided under separate cover)
Consideration of OUC Revision Streetlight Agreement for Centerline Segment F (provided under separate cover)
Consideration of OUC Streetlight Agreement Transfers
Centerline
Landon House
Laureate Blvd at Unit 1C
Nemours Parkway Phase 7
Pixon
Ratification of Payment Authorization Nos. 037 – 039
Ratification of Funding Request Nos. 029
Recommendation of Work Authorization/Proposed Services (if applicable)
Review of District’s Financials

Other Business
Staff Reports
District Counsel
District Manager
District Engineer
Construction Supervisor
Landscape Supervisor
Irrigation Supervisor
Supervisor Requests

Adjournment

Midtown Improvement District

Minutes of the May 17, 2022, Board of Supervisors’ Meeting

MIDTOWN IMPROVEMENT DISTRICT BOARD OF SUPERVISORS’ MEETING MINUTES

The Board of Supervisors’ Meeting for the Midtown Improvement District was called to order on Tuesday, May 17, 2022, at 3:30 p.m. at the Courtyard Orlando Lake Nona, 6955 Lake Nona Blvd., Orlando, FL 32827.

Present:

Brent Schademan	Assistant Secretary
Julie Salvo	Assistant Secretary
Rob Adams	Vice Chairman
Damon Ventura	Assistant Secretary Also attending:
Jennifer Walden	PFM
Lynne Mullins	PFM
Tucker Mackie	Kutak Rock
Jeffrey Newton	Donald W. McIntosh Associates, Inc.
Larry Kaufmann	Construction Supervisor & Construction Committee Member
Scott Thacker
Matt McDermott	District Landscape Supervisor
Construction Committee Member	
Amanda Lane Aaron Wilbanks	PFM
Berman	(via phone)	

FIRST ORDER OF BUSINESS	Roll Call

Ms. Walden called the meeting to order at 3:30 pm and roll call was taken.

SECOND ORDER OF BUSINESS	Public Comment Period

Ms. Walden called for public comments. There were no public comments.

THIRD ORDER OF BUSINESS	Consideration of the Minutes of the April 19, 2022, Board of Supervisors Meeting

The Board reviewed the minutes of the April 19, 2022, Board of Supervisors Meeting.

On motion by Mr. Adams, seconded by Mr. Schademan, with all in favor, the Board of Supervisors for the Midtown Improvement District approved the minutes of the April 19, 2022, Board of Supervisors Meeting.

FOURTH ORDER OF BUSINESS	Letter from Supervisor of Elections
– Orange County

Ms. Walden reviewed the Letter from the Supervisor of Elections of Orange County and stated for the record

that as of April 15, 2022, the District has 324 registered voters. Ms. Walden noted that one part of the two triggers to switch the seats to general election has been met. The one met being is that there are over 250 voters and the one remaining being that the District must exist for six years.

FIFTH ORDER OF BUSINESS	Consideration of Agreement for Underground Locates for Centerline Drive Segment E with Blood Hound, Inc.

Ms. Walden noted that there is no agreement included as District staff is seeking approval for the proposal and to authorize the Chairman to execute the standard District Agreement.

Mr. Newton explained that this is a companion to the McIntosh Work Authorization that was approved at the previous meeting related to Centerline Drive Segment E for OUC electric conduit work. Two prices were offered – one from Central Florida Locating, who the District normally uses, and one from Blood Hound Inc. The Blood Hound proposal is being presented as Central Florida Locating was roughly triple their cost.

On motion by Mr. Adams, seconded by Mr. Schademan, with all in favor, the Board of Supervisors for the Midtown Improvement District approved the Proposal for Underground Locates for Centerline Drive Segment E with Blood Hound, Inc. in the amount of $1,600 subject to preparation of the standard District Agreement and authorizing the Chairman to execute the Agreement.

SIXTH ORDER OF BUSINESS	Consideration of Resolution 2022- 02, Approving a Preliminary Budget for Fiscal Year 2023 and Setting a Public Hearing Date

Ms. Walden noted that the budgets are listed as an exhibit to the Resolution. She suggested that the O&M Budget be approved with expenses of $499,522.46. She noted that some line items increased and that line items can still be modified before the final budget, as this item is to set the overall budget. Since this is Developer funded, only expenses incurred will be paid. Along with the preliminary budget approval, the time and place for the public hearing was suggested as August 16, 2022, at 3:30 pm at the Courtyard by Marriott Orlando Lake Nona.

On Motion by Mr. Ventura, seconded by Mr. Schademan, with all in favor, the Board of Supervisors for the Midtown Improvement District approved Resolution 2022-02, Approving a Preliminary Budget for Fiscal Year 2023 and Setting a Public Hearing Date of August 16, 2022, at 3:30 p.m. at 6955 Lake Nona Blvd., Orlando, FL 32827.

SEVENTH ORDER OF BUSINESS	Consideration of OUC Revision Streetlight Agreement for Centerline Segment F

Mr. Kaufmann noted that this agreement is still not ready and asked to table to the next meeting.

EIGHTH ORDER OF BUSINESS	Consideration of OUC Streetlight Agreement Transfers
Centerline
Landon House
Laureate Blvd at Unit 1C

Mr. Kaufmann noted that these agreements are also not ready and asked to table to the next meeting.

NINTH ORDER OF BUSINESS	Ratification	of	Payment Authorization Nos. 034 – 036

Ms. Walden noted that these payments have already been approved and only need to be ratified by the Board.

On motion by Mr. Schademan, seconded by Mr. Ventura, with all in favor, the Board of Supervisors for the Midtown Improvement District ratified Payment Authorization Nos. 034 – 036.

TENTH ORDER OF BUSINESS	Ratification of Funding Request No. 026

Ms. Walden noted that the funding request has already been approved and only needs to be ratified by the Board.

On Motion by Ms. Salvo, seconded by Mr. Ventura, with all in favor, the Board of Supervisors of the Midtown Improvement District ratified Funding Request No. 026

ELEVENTH ORDER OF BUSINESS	Recommendation	of	Work Authorization/Proposed Services

Mr. Newton clarified that the McIntosh Work Authorization he referred to earlier was not approved at the last meeting but is what is being presented today.

Mr. Kaufmann explained that this is for an electrical conduit system extending down to Poitras East. OUC wants to increase service size and so additional conduits are needed. He demonstrated on a map that, because of the prior construction of Segment E, the city is providing an easement through the City Park tract for installation of the conduits. This proposal is for the design of the conduits, and once design is completed, it will go out to bid. Mr. Newton noted the intent would be to have it constructed as a Change Order to the existing Jr. Davis contract on Centerline Drive Segment F instead of going out to bid unless the price dictates otherwise.

On motion by Mr. Ventura, seconded by Mr. Schademan, with all in favor, the Board of Supervisors of the Midtown Improvement District approved the Work Authorization for Centerline Drive Segment E with Donald W. McIntosh Associates Inc. for the OUC conduit plans for $19,730.00.

TWELFTH ORDER OF BUSINESS	Review of District’s Financials

The Board reviewed the District’s Financial Statements through April 30, 2022. Ms. Walden noted that the District has spent $172,000.00 vs a budget of $456,000.00 which amounts to around 38% spent of the total budget.

THIRTEENTH ORDER OF BUSINESS	Staff Reports

District Counsel –	No report.

District Manager –	Ms. Walden noted that the next meeting is scheduled for Tuesday, June 21, 2022.

District Engineer –		Mr. Newton presented the Construction Status Memo (Exhibit A). It shows the status of Centerline Segment F which is being constructed by the Poitras East CDD. He noted that the Contractor completed the insulation of the storm sewer and is moving forward with reclaimed and potable water mains. There was a recent development not on the memo regarding Nemours Parkway Phase 7. This phase was constructed by the Greeneway ID, and it was previously located partially in the Boggy Creek ID and partially in the Greeneway ID. Since the establishment of the Midtown ID, it is now located the Midtown ID as well. The two-year warranty period with the City of Orlando has ended, and they have generated a punch list of repairs for the road, mostly related to damages. The team has worked with the Developer to evaluate and allocate those damages. Everything north of the median was allocated to the Builder/Developer as it was adjacent to Laureate Park Phase 10. Everything south of the median was determined to be the responsibility of the Districts. The Boggy Creek ID approved their portion of the repairs earlier today. Midtown’s portion is $10,610.00 out of the roughly $50,000.00 total. Mr. Newton requested a motion for approval to enter into an agreement with Jr. Davis Construction for $10,610.00 for repairs to Nemours Parkway Phase 7 subject to District Counsel preparing the standard District Agreement and to authorize the Chairman to execute it outside of a meeting. Mr. Adams noted his reluctance to approve as there are very limited townhomes in that area in that time period. Mr. Newton explained that this is a battle that comes up every time with the City, whether it is a District project or a developer project.

On motion by Mr. Adams, seconded by Mr. Schademan, with all in favor, the Board of Supervisors of the Midtown Improvement District approved the Repairs to Nemours Parkway Phase 7 with Jr. Davis Construction for $10,610.00 subject to District Counsel preparing the standard District Agreement and authorizing the Chairman to execute the final Agreement.

Construction Supervisor –	No report.

District Landscape Supervisor –	Mr. Thacker noted that he will be transitioning out of his role at
Berman and introduced Mr. Aaron Wilbanks, who is Berman’s Landscape Manager. Mr. Wilbanks will be working with Mr. Thacker on District items over the next couple of months.

FOURTEENTH ORDER OF BUSINESS	Supervisor Requests

There were no Supervisor Requests.

FIFTEENTH ORDER OF BUSINESS	Adjournment

Ms. Walden requested a motion to adjourn.

On motion by Ms. Salvo, seconded by Mr. Schademan, with all in favor, the May 17, 2022, Meeting of the Board of Supervisors for the Midtown Improvement District was adjourned.

	_		_	_
Secretary/Assistant Secretary	Chairman/Vice Chairman

Exhibit A

MEMORANDUM

DATE:	May 17, 2022

TO:	Midtown Improvement District Board of Supervisors

FROM:	Donald W. McIntosh Associates, Inc.
District Engineer

RE:	Construction Contract Status

Dear Board Members,

Please accept this correspondence as a current summary of our construction contract status. Listed below by project is a brief summary of recent contract activity.

Centerline Drive Segment F – Jr. Davis Construction Company, Inc.:
(Note: this construction project is being managed by Poitras East CDD)

Construction Status: Contractor has completed installation the storm sewer system and is commencing with installation of the reclaimed and potable water mains pending receipt of materials on site.

Change Order (C.O.) Status: None

Recommended Motion: None

Should there be any questions, please do not hesitate to call. Thank you.
End of memorandum. c:	Larry Kaufmann
Matt McDermott Chris Wilson Dan Young Tarek Fahmy

\\dwmafiles\projects\Proj2021\21505\ENGadmin\C\ec024 Construction Memo 05-17-22.docx

Acceptance of Fiscal Year 2021 Audit
(provided under separate cover)

OUC Revision Streetlight Agreement for Centerline Segment F
(provided under separate cover)

OUC Streetlight Agreement Transfers

Centerline

---THE SPACE ABOVE THIS LINE IS FOR RECORDING INFORMATION---

ASSIGNMENT OF SERVICE AGREEMENT FOR LIGHTING SERVICE For CENTERLINE

THIS ASSIGNMENT OF SERVICE AGREEMENT F O R L I G H T I N G
S E R V I C E ("Assignment") is made and entered into as of the 	 day of
		, 20	 ("Transfer Date"), by Greeneway Improvement District, (the "Assignor") whose address is 8529 South Park Circle, Suite 330, Orlando, FL 32819 , and Midtown Improvement District, (the "Assignee") whose address is 12051 Corporate Blvd, Orlando, FL 32617, for services address 0 Centerline Dr, Orlando, FL, (“Service Address”).

W I T N E SSE T H:

Assignor and Orlando Utilities Commission, a municipal utility chartered under the laws of the State of Florida ("OUC"), entered into that certain Service Agreement for Lighting Service dated November 9th, 2018 (“Agreement”) for the Service Address.

Agreement was recorded in the Public Records of Orange County and was assigned public records document number 20180675243.

Assignor has provided to Assignee a copy of the Agreement (and any applicable amendments to same).

Assignor desires to assign its interests, rights, duties and obligations in and

As of the Transfer Date, Assignor hereby assigns and transfers unto Assignee all of its right, title, claim, interests, duties and obligations, if any, in, to and under the Agreement.
As of the Transfer Date, Assignee hereby assumes the foregoing assignment of the Agreement and agrees to assume and perform all duties and obligations under the Agreement.
In the event of any litigation between Assignor and Assignee arising out of the obligations of the parties under this Assignment or concerning the meaning or interpretation of any provision contained herein , the losing party shall pay the prevailing party's costs and expenses of such litigation, including, without limitation, reasonable attorneys ' fees and expenses. In addition to the foregoing award of attorney's fees to the prevailing party, the prevailing party in any lawsuit arising out of or concerning this Assignment shall be entitled to its reasonable attorneys' fees incurred in any post-judgment proceedings to collect or enforce the judgment. This provision is separate and several and shall survive the merger of this Assignment into anyjudgment on this Assignment.
This Assignment shall be binding on and inure to the benefit of the parties herein, their successors and assigns.
This Assignment shall be governed by and construed in accordance with the laws of the State of Florida.

This Assignment may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same Assignment.
Assignor and Assignee agree to cooperate with each other in regard to notifying governmental agencies and executing any additional documentation requested by said governmental agencies to register and establish the rights and obligations of the Assignee or its designee(s).

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGES TO FOLLOW.]

THIS ASSIGNMENT has been executed the day and year set forth above for CENTERLINE.

Signed, sealed and delivered in the
presence of:	“ASSIGNOR”

GREENEWAY IMPROVEMENT DISTRICT a
Witness	Florida a local unit of special purpose government

Print Name

By:	 Name:	

Witness	Title:	

Print Name

STATE OF	 COUNTY OF 	

Date:	

The	foregoing	instrument	was	acknowledged	before	me	this			day  of
	, 20   by 	 as
	 of	GR	EENEWAY IMPROVEMENT DISTRICT.	He/She who is	
personally	known	to	me	or	who	has	produced	 		as	
identification and who did take an oath.					

THIS ASSIGNMENT has been executed the day and year set forth above for CENTERLINE.

Signed, sealed and delivered in the
presence of:	“ASSIGNEE”

MIDTOWN IMPROVEMENT DISTRICT, a
Witness	Florida and Florida Legislature

Print Name

By:	 Name:	

Witness	Title:	

Print Name

STATE OF	 COUNTY OF 	

Date:	

The	foregoing	instrument	was	acknowledged	before	me	this			day  of
	, 20   by 	 as
	 of MIDTOWN IMPROVEMENT DISTRICT.	He/She who is
personally known to me or who has produced 	 as identification and who did take an oath.

NOTARY PUBLIC SIGNATURE
Printed Name of Notary_	
(SEAL)	My Commission expires: 	

THIS ASSIGNMENT has been executed the day and year set forth above for CENTERLINE.

The undersigned hereby joins and consents to the foregoing assignment from Assignor to Assignee and the recording of this Assignment in the Public Records of Orange County Florida.

Signed, sealed and delivered in the
presence of:	“OUC”
Orlando Utilities Commission, a statutory Commission under the laws of the State of
Witness	Florida

Print Name

By:	 Name:	

Witness	Title:	

Print Name

Date:	

Approved as to form and legality by OUC Legal Dept. Date:	By:

STATE OF	 COUNTY OF 	
The foregoing instrument was acknowledged before me this by means of ( ) physical presence or ( ) online notarization on this    day of 	, 20  by CLINT BULLOCK, as General Manager, CEO of ORLANDO UTILITIES COMMISSION, a Florida statutory commission, on behalf of said Commission.  He is personally known to me or has produced
	 as identification.

■

ouc
The Reliable One®

DOC# 20180675243
11/20/2018 07:58:57 AM Page 1 of 18
Rec Fee: $154.50 Deed Doc tax: $0.00 DOR Admin Fee: $0.00
Intangible Tax: $0.00 Mortgage Stamp: $0.00 Phil Diamond, Comptroller Orange County FL

Illr tl	!l im(ll111

MB - Ret To: ORLANDO UTILITIES COM COM

MASTER LIGHTING INSTALLATION, UPGRADE AND SERVICE AGREEMENT CENTERLINE

(Orlando Utilities Commission/City of Orlando and Property Owner/Developer))

q"1:!

This Master Lighting Installation, Upgrade and Service Agreement ("Agreement") is entered into this	day of AJoV(qyt._  .  20.f¼ by and between the ORLANDO UTILITIES COMMISSION, a statutory commission organized and existing under the laws of the State of
Florida, whose address is 100 West Anderson St., Orlando, Florida 32801 ("OUC"), and GREENEWAY IMPROVEMENT DISTRICT , a local unit of special-purpose government established to Chapter I90, Florida Statutes, whose address is 8529 South Park Circle, Suite 330, Orlando, FL 328I9 (the "Customer").

RECITALS

The Customer is an individual, business entity or governmental entity with the authority to enter into binding agreements for services on certain property which is located in central Florida and more specifically defined in Exhibit I attached hereto and incorporated in this Agreement by reference (the "Property").

The Customer desires to enter into this Agreement with OUC for the purpose of sharing with OUC and the City of Orlando (the "City") certain costs associated with lighting service for portions of the Property to be provided by OUC on behalf of the City by means of non-standard, upgraded lighting facilities.

The parties desire to enter into this Agreement so that costs to OUC associated with providing lighting services on the Property by means of upgraded lighting facilities can be allocated to the Customer over the term of the Agreement.

NOW THEREFORE, in consideration of the sums to be paid by the Customer to OUC, the mutual covenants and benefits contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by both the Customer and OUC, the Customer and OUC agree as follows:

I

..'

,..

RECITALS.

The above Recitals are true and correct, and form a material part of this Agreement.

OUC DUTIES.

OUC shall provide lighting for certain public roadways streets and alleys within the Property as more specifically indicated in this Agreement. In order to provide such service, OUC shall do the following:

To the extent not specified in this Agreement as Customer's responsibility , OUC shall provide and install standard lighting facilities, or, where agreed by Customer herein to share the increased procurement and operating costs, lighting facilities which are ofa higher quality and better appearance than the type of public lighting facilities approved for funding by the City and installed by OUC (the "Upgraded Lighting Facilities"), all in accordance with this Agreement, the Initial Lighting Plan (as defined below in Subsection 2.3) and OUC specifications. Such installation by OUC shall include: poles, wires, fixtures and other associated parts and materials; all necessary wiring within conduits; and, the interconnection of such lighting facilities to electrical service required to provide lighting output for the public roadways, streets and alleys in the Property. All such facilities, poles, wires, fixtures, associated parts and Upgraded Lighting Facilities (where agreed) shall be referred to together as the "Lighting Facilities".

OUC shall maintain and operate the Lighting Facilities (the "Maintenance Service") at no cost to Customer except for the Upgrade Costs (as defined in Section 3); and

OUC shall, to the extent permissible under applicable laws and regulations, provide electric service as necessary to operate the Lighting Facilities (the "Electrical Service") in accordance with OUC's published electric service tariffs.

The procurement and installation by OUC of the Lighting Facilities, the ongoing Maintenance Service and the Electrical Service are necessary to allow OUC to provide the lighting required by Customer on the Property and shall all be provided by OUC as elements of a single service to Customer and shall be collectively referred to herein as the "Lighting Service".

The Customer and OUC hereby acknowledge that the Property may be platted and developed in phases (each referenced individually as a "Phase"). The Lighting Facilities to be initially provided and installed by OUC under this Agreement are to allow OUC to provide Lighting Service for the initial Phase. Lighting Facilities for the initial Phase shall be located and installed as more particularly depicted in the lighting construction plans attached hereto as Exhibit 2 (the "Initial Lighting Plan"). Lighting Service for any subsequent Phases shall be implemented through subsequent, mutually agreed lighting plans for each such Phase. The Initial Lighting Plan and any lighting plans for any subsequent Phases are sometimes hereinafter collectively referred to as the "Lighting Plans" or singularly referred to as a "Lighting Plan". As any subsequent Phases of the of Property are platted and developed, addendums to this Agreement shall be executed and placed ofrecord by OUC and the Customer for the purpose of

(a) depicting and describing the Lighting Plan agreed upon by OUC and the Customer with respect to such subsequent Phases, (b) evidencing any changes to the cost of Upgraded Lighting Facilities resulting from the addition of such subsequent Phases, and (c) specifying any variations in the Lighting Service which may be applicable to such subsequent Phases.

2.4	A condition precedent to OUC's obligation to provide the Lighting Service under this Agreement with respect to any Phase is that all of the following shall have occurred with respect to that Phase: (i) OUC's receipt of the Customer Road Notice (as defined in Section 3.6 below) for that Phase; (ii) Customer must complete installation of Customer Lighting Facilities for that Phase in compliance with OUC's required specification concerning the integrity and location of the Customer Lighting Facilities; and (iii) Customer must convey to OUC, or arrange for the conveyance by the party with authority to do so, any easements or right-of-way for that Phase (which are not otherwise included in the dedicated public roadway property) necessary to allow OUC to install, operate and maintain the Lighting Facilities (the "Service Conditions"). Installation of the Lighting Facilities for any subsequent Phases shall be made only when the Service Conditions, for such subsequent Phase have been met.

CUSTOMER DUTIES.

The Customer shall, at its sole cost and expense, provide and install the conduits, pole bases and junction boxes which may be required for the provision of the Lighting Service (collectively, the" Customer Lighting Facilities"), in such locations as more particularly set forth in the applicable Lighting Plans for each Phase. For purposes of the ongoing duties and rights of the Parties during the Term of this Agreement, after the initial installation of Customer Lighting Facilities by Customer and acceptance by OUC, the Customer Lighting Facilities shall be treated as if included within the definition of Lighting Facilities for that Phase.

The Customer shall grant OUC all easements or provide for right-of-way dedications (not otherwise included in the dedicated public roadway property) which are necessary to allow OUC to provide the Lighting Service. The Customer shall ensure that OUC has unobstructed access to the Lighting Facilities, including, without limitation, trimming trees that may either obstruct the light output from the Lighting Facilities or that may obstruct or otherwise prevent OUC from providing the Lighting Service. OUC will use reasonable efforts to notify Customer of any obstructions that are preventing maintenance or operation of the Lighting Facilities, but OUC shall not have the right nor the obligation to trim any trees or otherwise remove any objects obstructing the light output from the Lighting Facilities or obstructing or otherwise preventing OUC from providing the Lighting Service as contemplated in this Agreement. The Customer and OUC hereby acknowledge that the Lighting Facilities which shall be installed by OUC in accordance with the Lighting Plans and (if applicable) subsequent Plans shall be located either
(a) in roadways, streets, alleys or any combination of thereof which have been dedicated to the public pursuant to a plat, or (b) in the any pedestrian or utility easements adjacent to the roadways which are dedicated to the public pursuant to the respective plat for each Phase.

The parties acknowledge that the Customer has requested, and OUC has agreed to procure and install Upgraded Lighting Facilities. The specifications for the Upgraded Lighting Facilities for

the Units are more particularly described on Exhibit 2 attached hereto and incorporated herein by this reference. The Customer shall pay to OUC the Upgrade Cost associated with the initial Phase of the Property development in the amount set forth in Exhibit), attached hereto and incorporated herein by this reference, in accordance with Section 4 below. The parties agree that the Upgrade Cost as set forth in Exhibit 3 includes all of the following additional costs associated with providing Lighting Service by means of Upgraded Lighting Facilities, but only within the initial Phase and for the initial Term:

The amount by which the cost of the procurement and installation by OUC of the Upgraded Lighting Facilities exceeds the cost of the procurement and installation by OUC of the customary style and grade of Lighting Facilities which would have otherwise been installed by OUC at the sole cost and expense of the City within the initial Phase of development on the Property, absent the Customer's upgrade request (the "Facilities Upgrade Cost").
The amount by which the cost of the Maintenance Service for the Upgraded Lighting Facilities exceeds the cost of the Maintenance Service for the customary Lighting Facilities which would have otherwise been installed by OUC, absent the Customer's upgrade request (the "Maintenance Upgrade Cost").

The amount by which the cost of the Electrical Service for the Upgraded Lighting Facilities exceeds the cost of the Electrical Service for the customary style and grade of Lighting Facilities which would have otherwise been installed by OUC, absent the Customer's upgrade request (the "Electrical Upgrade Cost").

During the Term of this Agreement, the Customer shall promptly notify OUC of any Lighting Facilities in need of service by calling (407) 737-4222.

The Facility Upgrade Cost, Maintenance Upgrade Cost and Electrical Upgrade Cost (together, referred to in total as the "Upgrade Cost") with respect to any subsequent Phases and the payment terms relating to the same, shall be agreed upon by the parties and specified in addendums to this Agreement relating to such subsequent Phase.

The Customer shall identify in writing to OUC for each Phase (the "Customer Road Notice") the public roadways, streets and alleys in each Phase which have been platted and developed and within which the Customer Lighting Facilities have been installed and which are eligible and prepared from time to time for Lighting Service in accordance with this Agreement. Prior to delivery by the Customer to OUC of the Customer Road Notice, the Customer and OUC shall mutually agree upon the location of Lighting Facilities to be installed.

TERMS OF PAYMENT.

Customer shall make payment of the Upgrade Costs in accordance with the Exhibit 3 to this agreement. OUC will invoice Customer on a monthly basis and Customer shall make payment by the due date indicated on the invoice. If the Customer fails to pay any installment(s) of the Upgrade Cost by the due date of such payment or otherwise makes payment in a manner

inconsistent with the Orlando Utilities Commission's Administrative Policy Manual, as amended
:from time to time (the "Manual"), OUC may resort to any available remedy at law or equity, including discontinuation of the Lighting Service and termination of this Agreement with respect to any and all Phases then being served by OUC.

OUC shall be entitled to make an annual adjustment to the Upgrade Cost ofup to three percent (3%) per year, exclusive of fuel and energy charges. Fuel and energy charges shall be based on the then applicable OUC tariff rates filed with the Florida Public Service Commission, as may be amended :from time to time. Any such adjustments made by OUC shall be made by written notice to Customer setting forth the new rates and associated revisions to the Upgrade Cost (the "Increase Notice"). The Increase Notice must be received by the Customer thirty (30) days prior to the effective date of said annual adjustment.

The parties agree that the Customer shall be responsible for the payment of any sales, use, excise and other taxes (to the extent that OUC would otherwise be liable for same) that may apply to, or be imposed upon, the Facilities Upgrade Cost, the Maintenance Upgrade Cost or the Electrical Upgrade Cost or all of them. Furthermore, the parties agree that Facilities Upgrade Cost to be paid by the Customer to OUC pursuant to the terms of this Agreement is exclusive of all sales, use, excise, gross receipts or similar taxes or impositions, now due or as may be hereinafter assessed. Customer recognizes and agrees that it is ultimately responsible for the payment of all sales, use, excise, gross receipts and other taxes that may apply to, or be imposed upon, the transaction that is the subject of this Agreement, if any, irrespective of when such taxes may be charged or assessed against OUC. Any non-collection or non-assessment of such taxes by OUC contemporaneously with the occurrence of the transaction shall not waive, release or diminish Customer's ultimate responsibility for the payment thereof, irrespective of whether such taxes are later charged or assessed by applicable taxing authority(ies). Notwithstanding anything to the contrary, the Customer shall be entitled to any tax exemptions to which it may be entitled to from time to time as provided under Florida law.

MUTUAL AGREEMENTS.

OUC, while exercising reasonable diligence at all times to furnish the Lighting Service hereunder, does not guarantee continuous Lighting Service and will not be liable for damages for any interruption, deficiency or failure of said Lighting Service, and reserves the right to reasonably interrupt said Lighting Service for necessary repairs to the Lighting Facilities, and to OUC lines and equipment. Notwithstanding any other provision of this Agreement, in no event shall OUC have any liability to Customer under this Agreement, whether based in contract, in tort (including negligence and strict liability) or otherwise, for: (a) any special, incidental, indirect, exemplary or consequential damages; (b) damages with respect to costs of capital, costs of replacement power, loss of profits or revenues, or loss of use of plant or equipment, irrespective of whether such damages may be categorized as direct, special, consequential, incidental, indirect, exemplary or otherwise.

This Agreement may only be amended in writing, and such amendment must be executed with the same degree of formality as this Agreement.

OUC shall, at the request of the Customer, relocate the Lighting Facilities if provided sufficient rights-of-way or easements to do so. The Customer shall be responsible for payment of all reasonable costs and expenses associated with any relocation of the Lighting Facilities requested by the Customer.

OUC may at any time substitute bulbs in any luminaire/lamp installed hereunder, each such substitute bulb to be the same color and to have at least equal illuminating capacity and energy efficiency as the bulb replaced thereby.

OUC shall be responsible to repair or replace and assumes all risk ofloss for any damage to any Lighting Facilities; provided, however, that notwithstanding the foregoing, the Customer hereby assumes all responsibility for the costs necessary to repair or replace any Lighting Facilities (i) that have been damaged due to the willful misconduct or gross negligence of an employee, agent, invitee, license or contractor of the Customer and (ii) for any damage to Lighting Facilities by the Customer's employees, agents, invitees, licenses or contractors, which Lighting Facilities are put in place in Phases during the time when active construction by Customer is still ongoing. Upon completion of such construction activities by the Customer, risk ofloss shall shift back to OUC except as set out in 5.5(i) above. Title to the Lighting Facilities, shall remain with OUC at all times. Customer shall not possess or have any direction or control over the physical operation of the Lighting Equipment and the possession of the Lighting Equipment and the direction and control of the physical operation of Lighting Equipment shall be vested exclusively with OUC. Notwithstanding anything herein to the contrary, the parties shall be entitled to any sovereign immunity defenses to which it may be entitled, and the parties do not in any way expand or waive limitations of liability afforded to the parties by virtue of their sovereign immunity.

Customer's obligations under this Agreement may not be assigned to a third party except with the written consent of OUC. No such permitted assignment shall relieve the Customer of its obligations hereunder until such obligations have been assumed by written agreement reasonably acceptable to OUC by any such permitted assignee and (if required by OUC) appropriate security for the payment obligations of the Customer under this Agreement has been provided by such entity.

This Agreement shall be governed and construed under the internal laws of the State of Florida. This Agreement supersedes all previous agreements or representations, either written, oral or otherwise between the Customer and OUC with respect to the Lighting Service, and constitutes the entire agreement between the parties relative to the provision by OUC of the Lighting Service. This Agreement does not create any rights or provide any remedies to third parties or create any additional duty, obligation or undertakings by OUC to third parties.

The Electrical Service provided by OUC to the Customer in accordance herewith shall be subject to the procedures and policies described in the Manual. The Manual is on file with OUC. Copies of the Manual may be obtained by the Customer upon written request to OUC. Such policies and procedures shall be applied with respect to Electrical Service to the Property by

OUC with the same interpretation, force and effect as applied to other customers of OUC from time to time subject to the Manual.

The parties hereby agree that OUC shall retain title to the Lighting Facilities during the Term and after this Agreement terminates. Upon any default by the Customer hereunder which shall remain uncured thirty (30) days after receipt by the Customer of OUC's written notice to the Customer of the same, OUC shall have the right to enter upon Property where the Lighting Facilities are located to remove the Lighting Facilities. In such case, OUC shall be entitled to take possession of any or all items of the Lighting Facilities. In the event of any default hereunder by the Customer, and the expiration of any applicable grace or cure periods, the Customer shall be responsible for the cost of removing the Lighting Facilities, with such work to be done by OUC and billed to the Customer.

The Customer shall keep the Lighting Facilities free and clear of all levies, liens, and encumbrances imposed by or through the Customer. The Customer shall not lease, sublease, mortgage, or otherwise encumber, remove, or suffer to be removed any of the Lighting Facilities and shall not without OUC's permission permit any party other than OUC to operate or maintain the Lighting Facilities.

This Agreement shall inure to the benefit of, and be binding upon the successors and permitted assigns of the Customer and OUC.

The "Effective Date" of this Agreement shall be the date on which the last of Customer and OUC have executed this Agreement. This Agreement shall have a term of twenty (20) years for each Phase for which Lighting Services are provided by OUC (the 20 year period shall be referred to as the "Term" for each Phase). The Term for the initial Phase shall begin when the installation of the Lighting Equipment is finally completed and the Customer is first billed for the Lighting Service based on operation of the full compliment of Lighting Equipment to be provided under this Agreement for that Phase. Prior to the beginning of the Term for the initial Phase, the Customer may request in writing to OUC that Lighting Facilities be energized for
operation as completed by OUC rather than waiting for the Term to begin for that particular Phase. In such case, ifOUC agrees that operating those Lighting Facilities does not create a safety issue or impede installation of the remaining Lighting Facilities, then OUC will energize Lighting Facilities as they are completed. OUC shall begin invoicing for Lighting Services as provided under this Agreement prior to the start of the Term. Such billing shall be based on an adjusted Upgrade Cost for each billing period prior to the beginning of the Term, with such adjusted Upgrade Cost calculated based the proportion of Lighting Facilities in service during that billing period to the total number of Lighting Facilities on which the Upgrade Cost has been calculated by OUC for that Phase ("Proportional Upgrade Cost"). In the event that an installation of Lighting Equipment is to be provided by OUC in several Phases, Lighting Services for each Phase completed shall have its own Term under this Agreement. As with the initial Phase, the Customer may request interim operation of Lighting Facilities as they become energized and OUC shall bill based on the Proportional Upgrade Cost for those Lighting Facilities prior to the start of the Term for that Phase in the same manner as described above for the initial Phase. The Term for each such additional Phase shall begin when installation of the Lighting Equipment for

that subsequent Phase is finally completed and the Customer is first billed for the Lighting Service based on the operation of the full compliment of Lighting Equipment that is to be provided under that Phase.

[OPTIONAL PARAGRAPH FOR BANNER ARMS] The Customer shall have the right, from time to time as the Customer shall deem appropriate, to hang banners, signs, flags and holiday decorations (collectively the "Banners") from banner arms to be attached by the Customer to the Lighting Facilities; provided, however, that same shall comply in all respects with applicable laws and regulations. Said banner arms shall be of the type and size consistent with the wind loading capabilities of the Lighting Facilities and shall be pre-approved by OUC (the "Banner Arms"). The Customer shall be responsible for acquiring, installing and maintaining all the Banner Arms. The Customer shall be responsible to repair or replace (and assumes all risk ofloss) for any damage to any Banner Arms. Notwithstanding anything herein to the contrary, in the event the Lighting Facilities are damaged by the Banners or the Banner Arms the Customer shall be liable to OUC for said damage. OUC shall not be liable for any permits, fees or liabilities (of whatever kind or nature) related to the Banner Arms or the Banners placed thereon, including but not limited to the content of Banners. Notwithstanding anything herein to the contrary, the parties agree that OUC shall not be liable for any claim, demand, liability, judgment, action or right of action, of whatever kind or nature, either in law or equity, arising from or by reason of any type of liability including but not limited to contractual liability, bodily injury or personal injuries, death, or occurrence due to placement of the Banners and/or the Banner Arms on the Lighting Facilities. Customer shall to the maximum extent permitted by law defend, indemnify, and hold harmless OUC, its officers, directors, and employees from and against all claims, damages, losses, and expenses, (including but not limited to fees and charges of attorneys or other professionals and court and arbitration or other dispute resolution costs) arising out of or resulting from disease or death of third parties (including OUC employees and agents), or damage to property caused by placement of Banners and the Banner Arms by the Customer on the Lighting Facilities.

NOW, THEREFORE the parties enter into this Agreement as of the dates of execution indicated below.

Signed, sealed and delivered in the pres

GREENEWAY IMPROVEMENT
DISTRICT, a local unit of special purpose government established pursuant to Chapter 190, Florida Statutes   Tax ID: 050561077

By:
I
Name:	J.Chttrcf	LC\/CV

Title:

Chttir-man

Date:	

STATE OF FLORIDA

COUNTY OF ORANGE
The rorepgipstrument was acknowledged before me this 18";;;:y o®:f f-2,0 !_'$

by

ef 12.-\C,f  lt\rt:1	L{		,	 Cllr	of	the
  <-G.llr,w \		tM@\)isfiic;4vho is 11fersonallyknown to me or (  J
produced the following identi cation:	and who didtake ann  ot
oath.	•		
 \jl	.
Notary Public

VICTORIA L. MUl.llNS
MY COMMISSION #88214515
EXPIRES: MAY 06, 2022
Bonded through 1st Slate Insurance

,11C:nM4 L. 	Vlu t l 1/lS
Printed Name Below Signature
.	M Ci'\	U.P, 2D7-L
My Commission Expires

Signed, sealed and delivered in the presence of:
c-· •·::::,..
	:   OOIM'\,'I,  l),°' , Le °'l ,nt«O

FOR THE USE AND RELIANCE OF OUC ONLY: APPROVED AS TO FORM AND LEGALITY
';;;;;;a  A s

ORLANDO UTILITIES COMMISSION

Clint Bullock
General Manager & CEO

\	.

Attestt---1--,,	\J.	:..IW_·'_J._L-_
Narne:.-i=,.tc_,_lL.i '=J;i::_=::::-•.,_, ,  \_Iv\_-"-µ-·A_-s._D_JJ_
--

Title:

ASSISTANT SECRETARY

Date:	O...> Q.i 'i?'-\-R.	al

Date:-----+II-7I-q-'/-r-il+,-------

STATE OF FLORIDA COUNTY OF ORANGE
The foregoing instrument was acknowledged before me this 9 day of NDV W, 20 fi, by Clint Bullock, /1s General Manager and CEO of ORLANDO UTILITIES COMMISSION, who is [vf personally known to me or [ ] produced the following identification:
	and who did not take an oath.

 Mil-

Printed Name Below Signature

My Commission Expires

EXHIBIT 1 THE PROPERTY

See attached.description and sketch

LAKE NONA SOUTH LAUREATE PARK ACTIVE PARK
CENTERLINE DRIVE

DESCRIPTION:

Centerline Drive, according to the plat of LAUREATE PARK ACTNE PARK, as recorded in Plat Book 94, Pages 58 through 62, of the Public Records of Orange County, Florida.

Being subject to any rights-of-way, restrictions and easements ofrecord.

C:\USei"S\odone33I \AppData\Local\Microsoft\Windows\INetCacbe\Content.Outlook\O2ZENIX2\SLIS374desc (Laureate Park Active Parle - Centerline Drive).doc Createdon7/20/2018 1:04:00 PM LastPrintedS/23/2018 3:05:00 PM (DWMA CS# 15-149)
Page 1 of 1

..

SKETCH OF DESCRIPTION
SEE SHEET 1 FOR SKETCH
SEE SHEET 2 FOR LEGAL DESCRIPTION, NOTES, AND LEGEND

/

/',
/

This Sketch of Description does not depict ony easements of record that may be within or adjoining the lands described hereon.

I�

!s' :i
l's',,,

/ /	...............	NOT PLATTED

/

I

/ /	--- -- --
SECTION 25-24-30
SECTION 36-24-30

PB 9-4, PGS 58-62	L f

NORTHEAST
OF LOT 2

- - -

PB 94, PGS 58-62

§, f'
;:t& ·
Jfc;
<II
PROLONGATION R/W LINE

LINE

"9..'
'ti>t,o
'i-
\ 1>"ft.
"i.

E R/W LINE

- -L

-_,-
N LINE Of" LOT 2	J9 50•
LOT 2	·
LAUREATE PARK ACTIVE PARK	0
PB 94, PGS 58-62	W R/W LINE

Jfl.50'

LN: TA81.E	
NUMBER	BEARING	DISTANCE	
L1	NtO"OO'o0"E	1183.80'	
L2	ffl'21'1n:	79.00'	
L3	N18'12'4Cnf	284.77'	
L4	S2513'5rW	74.7ft	
L5	57S'Ol'24"E	13.20'	
u	S19'30'08"E	80.51'	
L7	S18'12'40"E	284.77'	

NOT PLATTED

CURVE TA81.E	
NUl&R	RADIUS	DELTA	LENG1H	CHORD	CHORD BEARING	
C1	500.00'	1518'02"	133.23'	132.84'	SOll'00'47"W	
C2	579.00'	31"51'28"	321.84'	317.81'	N02'18'5e"W	
CJ	337.00'	48"33'229	273.83'	288.38'	N41'21'21"W	
C4	265.00'	29"15'27"	135.32'	133.85'	S4719'48"E	
C5	258.00'	1,rw	5.81'	5.81'	S111"51'24"E	
ca	500.00'	18"35'25·	144.78'	144.2r	SOl"54'57"E	

SOUTH LINE OF LAUREATE PARK ACTIVE PARK
(PB 94, PGS 58-62)

PREPARED FOR:
LAKE NONA LAND COMPANY, LLC
LAUREATE: PARK ACnVE PARK - CE:NTE:RLINE DRIVE				
				
	DATE	BY	DESCRIPTION	

DONALD W. MclNTOSH	Assoc1ATEs. INC.

North
200'

Scale: ,. • 200'

ENGINEERS	PLANNERS	SURVEYORS
2200 PARK AVENUE NORTH, WINTER PARK, FLORIDA 32789 (407) 644-4068
	CERTIFICATE  OF AUTHORIZATION NO. LB68	

DRAWN BY:	CHECKED BY:.BIS.._	JOB NO.	SCALE	SHEET_	1		
DATE: 2/2018	DATE: 2/2018	16208	1•-200•	OF	2		

Prttted:  Frl 16-Feb-2018 - 09:J8AII
F: \Pro)2016\1620B\Sdwg\NAK>BB\•od\17-102(R) (Laureate Parle Act/wt Porl< Centerline Drlwt) Locol-98081.dwg

Ffbruory 16, 2018
Su.-.eyor and Mapper Certificate N 6Slli0
NOT VALID WITHOUT THE SIGNAlURE AND THE ORIGINAL RAISED SEAL Of' A FLORIDA LICENSED SURIIEYOR AND MAPPER.

CSf 17-102(R)

.•.

		
	PREPARED f'OR:
LAKE NONA LAND COMPANY, LLC
LAUREATE PARK ACTIVE PARK - CENTERLINE DRIVE	N'LY
NW'L DOC# SECTIO	
	1•1DONALD W. MclNTOSH Assoc1ATEs. 1Nc.
ENGINEERS	PLANNERS	SURVEYORS
2200 PARK AVENUE NORTH, WINTER PARK, FLORIDA 32789 (407) 644-4068
CERTIFlCATE OF AUTHORIZATION NO. LB68	
	DRAWN BY: 'CHECKED BYI:	J OB NO. I	 SCALE	ISHEET	2
DATE: 2/2018	DATE: 2/2018	16208	N/A	OF_--'2=---	

SKETCH OF DESCRIPTION
SEE SHEET 1 FOR SKETCH
SEE SHEET 2 FOR LEGAL DESCRIPTION, NOTES. AND LEGEND
DESCRIPTION:

Centerline Drive, LAUREATE PARK ACTIVE PARK, according to the plat thereof as recorded In Plat Book 94, Pages 58 through 62, of the Public Records of Orange County, Florida, described as follows:

Commence at the Northwest corner of Lot 2 of said plat of LAUREATE PARK ACTIVE PARK; thence N90-00'00"E along the North line of said Lot 2, for a distance of 563.80 feet to the Northeast comer of said Lot 2 and the POINT OF BEGINNING, said point being on the West right-of-way line of said Centerline Drive and a point on a non-tangent curve concave Westerly having a radius of 500.00 feet and a chord bearing of S06-00'47"W; thence departing said North line run Southerly along said West right-of-way line and the arc of said curve through a centrol angle of 15"16'02" for a distance of 133.23 feet to the South line of sold plat of LAUREATE PARK ACTIVE PARK ond o point on o radial line; thence deporting said West right-of-way line run S76'21'12"E along said South line, 79.00 feet to the East right-of-way line of said Centerline Drive and a point on a non-tangent curve concave Westerly having a radius of 579.00 feet and a chord bearing of N02"16'56"W; thence departing said South line run Northerly along said East right-of-way line and the arc of said curve through a central angle of 31°51'28" for a distance of 321.94 feet to the point of tangency; thence N18"12"40"W along said East right-of-way fine, 264.77 feet to the point of curvature of a curve concave Southwesterly having a radius of 337.00 feet and a chord bearing of N41'29'21"W; thence Northwesterly along said East right-of-way line, the Northwesterly prolongation of said East right-of-way line and said East right-of-way line, and the arc of said curve through a central angle of 46"33'22" for a distance of 273.83 feet to the Northerly line of sold plat of LAUREATE PARK ACTIVE PARK and a point on a radial line; thence departing said East right-of-way line run S25"13'58"W along sold Northerly line, 74.70 feet to the aforesaid West right-of-way line of said Centerline Drive; thence departing said Northerly line run the following six (6) courses and distances along said West right-of-way line: S75"09'24"E,
13.20 feet to a point on a non-tangent curve concave Southwesterly having a radius of 265.00 feet and a chord bearing of
S47"19'46"E; thence Southeasterly along the arc of said curve through a central angle of 29"15'27" for a distance of 135.32 feet to a point on a non-tangent line; thence S19"30'08"E, 60.51 feet to the point of curvature of a curve concave Westerly having a radius of 258.00 feet and a chord bearing of S18"51'24"E; thence Southerly along the arc of soid curve through a central angle of 01"17'28" for a distance of 5.81 feet to the point of tangency; S1812'40"E, 264.77 feet to the point of curvature of a curve concave Westerly having a radius of 500.00 feet and a chord bearing of S09"54'57"E; thence Southerly along the arc of said curve through a central angle of 16"35'25" for a distance of 144.78 feet to the POINT OF BEGINNING.
Containing 1.436 acres more or less and being subject to any rights-of-way, restrictions and easements of record. NOTES:
This Is not o survey.
Not valid without the signoture ond the original raised seal of a Florida licensed eurw)'Of and mapper.
Bearings based on the North fine of Lot 2, LAUREATE PARK ACTIVE PARK, Plat Boak 94, Pages 58-62. being N90'00'00"E, Per Plot.
Lands shown hereon were not abstracted for rights-of-way. easements, ownership or other Instruments of record by this firm.
No title opinion or abstract of matters affecting title or boundary to the subject property or those of adjoining land owners hove been provided. It Is possible there are deeds of record, unrecorded deeds or other Instruments which could affect the boundaries or use of the subject property.
This Sketch of Description does not depict any easements or restrictions of record that may be within or adjoining the lands described hereon.

LEGEND
L1 LINE NUMBER (SEE TABLE) C1 CURVE NUMBER (SEE TABLE)
PC POINT OF CURVATURE PT POINT Of TANGENCY NT  NON-TANGENT
(R)	RADIAL
R/W	RIGHT-Of-WAY
ORB	OfflCIAL RECORDS BOOK
PB	PLAT BOOK PG(S) PAGE{S)
NORTHERLY
Y NORTHWESTERLY
OfflCIAL RECORDS DOCUMENT NUMBER
N 25-24-30 SECTION, TOWNSHIP, RANGE

Printed:  F'rl 16-F'eb-2018 - 09: .!6NI
F': \Proj2016\1620B\Sdwp\NAK)88\80d\17-102(R) (Laureate Parle Act/ Parle Centerline Ori ) Local-98081.dwg

SL1S198desc  CS, 17-102(R)

EXHIBIT 1 (Continued)

OUTAGE REPORTING

Light out Telephone Number- 407-737-4222

Light out Web Address - http://www.ouc.com/customer-support/outages-and-problems/report-a­ streetlight-outage

PROPERTY/ PREMISE LOCATION INFORMATION

Premise Name: Premise Address: City, State, Zip:

 Centerline	
 Centerline Drive	
 Orlando, FL	

Premise Number:		

BILLING INFORMATION

Billing Contract Name:	 		 Billing Address:	 		 City, State, Zip:	 		 Billing Contact Name:			 Billing Contact Phone:	 		 Federal Tax ID:	  05-0561077	

ADDITIONAL ACCOUNT INFORMATION TO BE FILLED BY OUC

Customer Account Number:   8795843030	
Work Request No:	_6_4_7_9_90		_
Comments:		

EXHIBIT2

INITIAL LIGHTING PLAN

(12ea) 20' Bronze Alum Pole/ OUC # 036-27508
(12ea) 83w GE Post Top Type III Fixture/ OUC # 036-23120

Customer is responsible for Conduit, junction boxes, and pull string, per OUC spec

13

EXHIBIT3

INITIAL PHASE UPGRADE COST PAYMENT TERMS

UP-FRONT PAYMENT:

Customer elects to make an Up-Front Payment for the OUC Lighting System of $0.00.

MONTHLY INSTALLMENT:

During the Tenn of this Agreement, the Customer shall pay to OUC the Upgrade Cost for the initial Phase in aggregate monthly installments of[$ 223.16 *** ].Such
aggregate monthly installments shall be exclusive of any and all applicable sales, use, excise, gross receipts or similar taxes or impositions. The monthly duedate indicated in OUC's invoice to the Customer for the Upgrade Cost shall be in accordance with billing procedures set out in the Manual.

ADDITIONAL CHARGES:

The Upgrade Cost maybe adjusted annually in accordance with Section 4.2 of this Agreement.

*** Actual billed amount will be based on the as-built drawings and lighting equipment installed in the field as certified by the Customer and OUC Representative on the Certificate of Completion form in Schedule 4.

,,.

Certificate of Completion (SCHEDULE 4)

Project w.o. #	ouc Account#	_ Project Name: 			
Customer/Account Name	 Original Monthly Lighting Service Charges:

Investment 	,; Maintenance; 		_,· Fuel & Energy	_

Original Lighting System Poles & Fixtures and Installation Scope:

(Original Streetlight Fixture/Pole type/quantity listed here)

As-built Lighting System Poles & Fixtures and Installation Scope:

(As-built Streetlight Fixture/Pole type/quantity listed here)

Amended Monthly Lighting Service Charges per as-built Lighting System Investment 	_,· Maintenance 	;, Fuel and Energy 		_
ACCEPTANCE OF COMPLETION & AMENDED MONTHLY SERVICE CHARGES:

Authorized OUC Representative; Printed Name & Signature	 Date Authorized Customer Representative; Printed Name & Signature	Date ---

Landon House

---THE SPACE ABOVE THIS LINE IS FOR RECORDING INFORMATION---

ASSIGNMENT OF SERVICE AGREEMENT FOR LIGHTING SERVICE For LANDON HOUSE

THIS ASSIGNMENT OF SERVICE AGREEMENT F O R L I G H T I N G
S E R V I C E ("Assignment") is made and entered into as of the 	 day of
		, 20	 ("Transfer Date"), by Greeneway Improvement District, (the "Assignor") whose address is 8529 South Park Circle, Suite 330, Orlando, FL 32819 , and Midtown Improvement District, (the "Assignee") whose address is 12051 Corporate Blvd, Orlando, FL 32617, for services address 7010 Lake Nona Blvd, Orlando FL, (“Service Address”).

W I T N E SSE T H:

Assignor and Orlando Utilities Commission, a municipal utility chartered under the laws of the State of Florida ("OUC"), entered into that certain Service Agreement for Lighting Service dated March 19, 2019 (“Agreement”) for the Service Address.

Agreement was recorded in the Public Records of Orange County and was assigned public records document number 20190350148.

Assignor has provided to Assignee a copy of the Agreement (and any applicable amendments to same).

Assignor desires to assign its interests, rights, duties and obligations in and to the Agreement as of the Transfer Date, and Assignee desires to accept the assignment of Assignor's interests, rights, duties and obligations in and to the Agreement as of the Transfer Date.

NOW, THEREFORE , FOR GOOD AND VALUABLE CONSIDERATION, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

As of the Transfer Date, Assignor hereby assigns and transfers unto Assignee all of its right, title, claim, interests, duties and obligations, if any, in, to and under the Agreement.
As of the Transfer Date, Assignee hereby assumes the foregoing assignment of the Agreement and agrees to assume and perform all duties and obligations under the Agreement.
In the event of any litigation between Assignor and Assignee arising out of the obligations of the parties under this Assignment or concerning the meaning or interpretation of any provision contained herein , the losing party shall pay the prevailing party's costs and expenses of such litigation, including, without limitation, reasonable attorneys ' fees and expenses. In addition to the foregoing award of attorney's fees to the prevailing party, the prevailing party in any lawsuit arising out of or concerning this Assignment shall be entitled to its reasonable attorneys' fees incurred in any post-judgment proceedings to collect or enforce the judgment. This provision is separate and several and shall survive the merger of this Assignment into anyjudgment on this Assignment.
This Assignment shall be binding on and inure to the benefit of the parties herein, their successors and assigns.
This Assignment shall be governed by and construed in accordance with the laws of the State of Florida.

This Assignment may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same Assignment.
Assignor and Assignee agree to cooperate with each other in regard to notifying governmental agencies and executing any additional documentation requested by said governmental agencies to register and establish the rights and obligations of the Assignee or its designee(s).

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGES TO FOLLOW.]

THIS ASSIGNMENT has been executed the day and year set forth above for LANDON HOUSE.

Signed, sealed and delivered in the
presence of:	“ASSIGNOR”

GREENEWAY IMPROVEMENT DISTRICT a
Witness	Florida a local unit of special purpose government

Print Name

By:	 Name:	

Witness	Title:	

Print Name

STATE OF	 COUNTY OF 	

Date:	

The	foregoing	instrument	was	acknowledged	before	me	this			day  of
	, 20   by 	 as
	 of	GR	EENEWAY IMPROVEMENT DISTRICT.	He/She who is	
personally	known	to	me	or	who	has	produced	 		as	
identification and who did take an oath.					

THIS ASSIGNMENT has been executed the day and year set forth above for LANDON HOUSE.

Signed, sealed and delivered in the
presence of:	“ASSIGNEE”

MIDTOWN IMPROVEMENT DISTRICT, a
Witness	Florida and Florida Legislature

Print Name

By:	 Name:	

Witness	Title:	

Print Name

STATE OF	 COUNTY OF 	

Date:	

The	foregoing	instrument	was	acknowledged	before	me	this			day  of
	, 20   by 	 as
	 of MIDTOWN IMPROVEMENT DISTRICT.	He/She who is
personally known to me or who has produced 	 as identification and who did take an oath.

NOTARY PUBLIC SIGNATURE
Printed Name of Notary_	
(SEAL)	My Commission expires: 	

THIS ASSIGNMENT has been executed the day and year set forth above for LANDON HOUSE.

The undersigned hereby joins and consents to the foregoing assignment from Assignor to Assignee and the recording of this Assignment in the Public Records of Orange County Florida.

Signed, sealed and delivered in the
presence of:	“OUC”
Orlando Utilities Commission, a statutory Commission under the laws of the State of
Witness	Florida

Print Name

By:	 Name:	

Witness	Title:	

Print Name

Date:	

Approved as to form and legality by OUC Legal Dept. Date:	By:

STATE OF	 COUNTY OF 	
The foregoing instrument was acknowledged before me this by means of ( ) physical presence or ( ) online notarization on this    day of 	, 20  by CLINT BULLOCK, as General Manager, CEO of ORLANDO UTILITIES COMMISSION, a Florida statutory commission, on behalf of said Commission.  He is personally known to me or has produced
	 as identification.

--ouc■

For Recording Purposes Only
DOC 20190350148

The Reliable One®

06/06/2019 12:18:30 PM Page 1 of 7
Rec Fee: S61.00 Deed Doc tax: $0.00 DOR Admin Fee: $0.00
Intangible Tax: $0.00 Mortgage Stamp: $0.00 Phil Diamond, Comptroller Orange County FL

i1,ri  ,'  rl II

MB - Ret To: 6RLANDO UTILITIES COM COM
1111	Ill
AMENDMENT No. One (1)
to

SERVICE AGREEMENT FOR LIGHTING SERVICE
Between
ORLANDO UTILITIES COMMISSION
And
GREENEWAY IMPROVEMENT DISTRICT
(LANDON HOUSE)

This Amendment No. One (1) is to the Service Agreement for Lighting Service ("Agreement") by and between Orlando Utilities Commission ("OUC") and GREENEWAY IMPROVEMENT DISTRICT ("Customer") dated October 31st, 2016 and shall become effective on the date last signed below. OUC and GREENEWAY IMPROVEMENT DISTRICT shall collectively be referred to herein as the "Parties."

WITNESSETH:

WHEREAS, OUC agreed to install certain lighting service equipment and to operate and maintain all such equipment under the terms and provisions set forth in the Agreement for a term of twenty (20) years beginning Month Day, Yearand

WHEREAS, Customer agreed to pay OUC on a monthly basis throughout the term of the Agreement for installation and maintenance of the lighting equipment and for all electric energy used for the operation of the lighting equipment on Customer's Property as specifically described in the Agreement; and,

WHEREAS, OUC and Customer agree to revise plans for installation of the lighting equipment resulting in a change to the monthly lighting service charges and an adjustment to the term of the Agreement.

NOW THEREFORE, for and in consideration of the foregoing premises, the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Recitations.	The above recitals are true and correct and are hereby incorporated herein.

Prepared by: Wayne A. Morris, Esq. I Return to: Property & Right-of-Way, Orlando Utilities Commission I PO Box 3193 I Orlando, FL 32802

Definitions. Each initially capitalized term used without definition shall have the meaning as ascribed to such term in the Service Agreement for Lighting Service, unless changed herein.

The Parties agree the monthly rate for lighting equipment, operation, and maintenance shall be as outlined in Exhibit A to this Amendment which shall supersede and replace Exhibit 1 of the Agreement.

The Parties agree the term of the Agreement shall remain twenty (20) years commencing on the effective date of this Amendment unless terminated earlier as provided in Section 5 of the Agreement.

Except as specifically amended herein, all other terms and conditions of the Service Agreement for Lighting Service shall remain in full force and effect, and in the event of any inconsistencies between this Amendment and the terms of the Agreement, the terms set forth in this Amendment shall control and govern.

IN WITNESS WHEREOF, OUC and GREENEWAY IMPROVEMENT DISTRICT
have caused this Amendment to be executed in duplicate in their names by their respective duly authorized officials, and shall become effective on the date last signed below.

GREENEWAY IMPROVEMENT DISTRCIT

05-0561077	

By:_-l--4---,,,£- - ::::::':..---

Title:	C-M't\-r i	
Date:_ 3..._...  \9..  .-=--\9_,	_

WITNESSES: GREENE	P	EMENT DISTRICT
By:  ,	.._ 	_

Name:	/=i1?tf It/

Title:	'JIJ1-

uvqnq '-'

STATE OF FLQBJD1	_, _
COUNTY OF

He is personally known to me or has produced 	 as

20111._, by - ---l.L.loC.,._tt\-.......... Q_...t.-..r- -------

Jhn. -:forr g,oing . instrument	w :  cknow d :1l!ore  me  this  l9!.h day	of
,dentlflcatlon.

(Notarial Seal)

	 JJJUU,M'

 \at\	v,

N tary Publ!c1\ oli0ri a ,.11, I\I \'\ r
Pnnt Name:'l.	L... 1Y IV\

.-;:f•t

VICTORIA L MULLINS

s\ °·. '..._w: /!	EXPIRES: MAY 06, 2022

f;°,' i\<c,,"\ MY COMMISSION #GG2145,15

'-,,,,;,,:,,.,,,,.,	Bonded through 1st State Insurance

 .	 LA DO  ILITIES COMMISSION B :	C,u..:f/  :;:>u,,,U

-Name: Title:

Clint Bullock
General Manager/CEO

Date: _:S_)_d_b..h t-q 	_

ATTEST:	LC '\'\ \lu t1L
M. Mason nt Secretary

Approved as to form and legality OUC Legal Departmunt

DATE: _ ,:;-	,.t;- ' BY: .,.

Title:.	

)
\  _4._r_c..l_-e-tf'r-"--J		_

STATE OF FLORIDA COUNTY OF ORANGE
The foregoing instrument was acknowledged before me this gyl  day of 'YY\o..t.,.i-	, 2019.._, by CLINT BULLOCK, as General Manager, CEO of Orlando U O>mmission, a municipal utility charte   !JAder the laws of the State of Florida,

on behalf of the Commission.	He i	person ,'\ known to me or has produced
..cuJ LUM.--

	 as ident1n·,	0

(Notarial Seal)

...

	EXHIBIT A		
RATE PER MONTH			
Monthly Lighting Service Charge			
Capital Investment		$  196.49	
Maintenance		$	18.83	
Fuel and Energy		$	0.00	
Total		$  215.32	

The above costs reflect OUC's revised cost of capital investment for the lighting system installed.

Initial Term Charges include Capital Investment, Fuel and Energy, and Maintenance Costs, Subsequent Term Charges include Fuel and Energy, and Maintenance Costs.

ANNUAL RATE ADJUSTMENT

Taxes may be adjusted periodically. The fees established in this Exhibit A may be adjusted by OUC annually to reflect changes in electric rates, subject to review and approval by the Florida Public Service Commission. In any one year, the rates for maintenance shall not change by more than three percent {3%) over the prior year's rate. The capital investment portion of the Monthly Lighting Service Charge shall remain fixed for the term of this Agreement.

LIGHTING SERVICE

The Lighting Service shall provide to CUSTOMER the foot candle lighting output
{illuminating capacity) produced from the installation, operation and maintenance of the Lighting Equipment described below or such other functionally equivalent alternative lighting equipment as may be determined by OUC in its sole discretion, provided that such alternative lighting equipment provides the same illuminating capacity as the Lighting Equipment specified below.

LIGHTING EQUIPMENT

OUC removed 18ea Fixtures and 10ea Poles from original contract. Remaining poles and fixtures are below.

{?ea) 87w LED Post Top GE Black Fixture/ OUC # 036-23225
{6ea) 16' Rnd Alum Direct Buried Black Pole with Banner Arms/ OUC # 036-21747
{1ea) 16' Rnd Alum Anchor Base Black Pole with Banner Arms/ OUC # 036-21751

OUC Installed Lighting Equipment:

All conduit, junction boxes, associated poles, fixtures, parts, wires, photocells, and controllers will be installed by OUC.

CUSTOMER Installed Lighting Equipment: Not applicable

Phased Installation Plan All at once
OUTAGE REPORTING

Light out Telephone Number - 407-737-4222
Light out Web Address - www.ouc.com/home/streetlight.htm CUSTOMER Project Reference Number - 	_

LEGAL DESCRIPTION OF THE PROPERTY

"Within the Public Right-of-Way of Tavistock Lakes Boulevard lying south of Lot 1,
LAKE NONA SOUTH PARCEL 22C FIRST AMENDMENT REPLAT, according to
the Plat thereof as recorded in Plat Book 85, Page 20, of the Public Records of Orange County, Florida."

Premise Name: Premise Address: City, State, Zip:

 Landon House	
 7010 Lake Nona Blvd.	
 Orlando, FL 32827	

BILLING INFORMATION

Billing Contract Name: Billing Address:
City, State, Zip:

Greenaway Improvement District	
 8529 South Park Circle, Suite 330	
 Orlando, FL 32819	

Billing Contact Name:		  Billing Contact Phone:		

Federal Tax ID: Customer Account

 05-0561077	
 8795843030	

Certificate of Completion

Project W.O. #	OUC Account#		 Project Name: 		_
Customer/Account Name	 OriginaI Monthly Lighting Service Charges:
Investment-----·Maintenance; 	;Fuel & Energy	_ Original Lighting System Poles & Fixtures and Installation Scope:
(Original Streetlight Fixture/Pole type/quantity listed here)

As-built Lighting System Poles & Fixtures and Installation Scope:

(As-built Streetlight Fixture/Pole type/quantity listed here)

Amended Monthly Lighting Service Charges per as-built Lighting System

Investment	· Maintenance	· Fuel and Energy 		_

ACCEPTANCE OF COMPLETION & AMENDED MONTHLY SERVICE CHARGES:

Authorized OUC Representative; Printed Name & Signature	Date

Authorized Customer Representative; Printed Name & Signature	Date ---

ouc■
The Reliable One®

DOCij 20160579232
11/04/2016 12:29:29 PM Page 1 of 14
Rec Fee: $120.50 Deed Doc Tax: $0.00 DOR Admin Fee: $0.00
Intangible Tax: $0.00 Mortgage Stamp: $0.00
Martha 0. Haynie, Comptroller Orange County FL

1111	l I )  1111111

MB - Ret To: ORLANDO UTILITIES COM COM

MASTER LIGHTING INSTALLATION, UPGRADE AND SERVICE AGREEMENT LANDON HOUSE

(Orlando Utilities Commission/City of Orlando and Property Owner/Developer))

3 \

This M r	Lightingl}tallation, Upgrade and Service Agreement ("Agreement'') is entered into this		day of	ck.Rafkl , 20& by and between the ORLANDO UTILITIES
COMMISSION, a statutory commission organized and existing under the laws of the State of Florida, whose address is 100 West Anderson St., Orlando, Florida 32801 ("OUC"), and GREENEWAY IMPROVEMENT DISTRICT , a local unit of special-purpose government established to Chapter 190, Florida Statutes, whose address is 8529 South Park Circle, Suite 330, Orlando, FL 32819 (the "Customer").

RECITALS

The Customer is an individual, business entity or governmental entity with the authority to enter into binding agreements for services on certain property which is located in central Florida and more specifically defined in Exhibit 1 attached hereto and incorporated in this Agreement by reference (the "Property").

The Customer desires to enter into this Agreement with OUC for the purpose of sharing with OUC and the City of Orlando (the "City") certain costs associated with lighting service for portions of the Property to be provided by OUC on behalf of the City by means of non-standard, upgraded lighting facilities.

The parties desire to enter into this Agreement so that costs to OUC associated with providing lighting services on the Property by means of upgraded lighting facilities can be allocated to the Customer over the term of the Agreement.

NOW THEREFORE, in consideration of the sums to be paid by the Customer to OUC, the mutual covenants and benefits contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by both the Customer and OUC, the Customer and OUC agree as follows:

1

•

RECITALS.

The above Recitals are true and correct, and form a material part of this Agreement.

OUC DUTIES.

OUC shall provide lighting for certain public roadways streets and alleys within the Property as more specifically indicated in this Agreement. In order to provide such service, OUC shall do the following:

To the extent not specified in this Agreement as Customer's responsibility, OUC shall provide and install standard lighting facilities, or, where agreed by Customer herein to share the increased procurement and operating costs, lighting facilities which are ofa higher quality and better appearance than the type of public lighting facilities approved for funding by the City and installed by OUC (the "Upgraded Lighting Facilities"), all in accordance with this Agreement, the Initial Lighting Plan (as defined below in Subsection 2.3) and OUC specifications. Such installation by OUC shall include: poles, wires, fixtures and other associated parts and materials; all necessary wiring within conduits; and, the interconnection of such lighting facilities to electrical service required to provide lighting output for the public roadways, streets and alleys in the Property. All such facilities, poles, wires, fixtures, associated parts and Upgraded Lighting Facilities (where agreed) shall be referred to together as the "Lighting Facilities".

OUC shall maintain and operate the Lighting Facilities (the "Maintenance Service") at no cost to Customer except for the Upgrade Costs (as defined in Section 3); and

OUC shall, to the extent permissible under applicable laws and regulations, provide electric service as necessary to operate the Lighting Facilities (the "Electrical Service") in accordance with OUC's published electric service tariffs.

The procurement and installation by OUC of the Lighting Facilities, the ongoing Maintenance Service and the Electrical Service are necessary to allow OUC to provide the lighting required by Customer on the Property and shall all be provided by OUC as elements of a single service to Customer and shall be collectively referred to herein as the "Lighting Service".

The Customer and OUC hereby acknowledge that the Property may be platted and developed in phases (each referenced individually as a "Phase"). The Lighting Facilities to be initially provided and installed by OUC under this Agreement are to allow OUC to provide Lighting Service for the initial Phase. Lighting Facilities for the initial Phase shall be located and installed as more particularly depicted in the lighting construction plans attached hereto as Exhibit 2 (the "Initial Lighting Plan"). Lighting Service for any subsequent Phases shall be implemented through subsequent, mutually agreed lighting plans for each such Phase. The Initial Lighting Plan and any lighting plans for any subsequent Phases are sometimes hereinafter collectively referred to as the "Lighting Plans" or singularly referred to as a "Lighting Plan". As any subsequent Phases of the of Property are platted and developed, addendums to this Agreement shall be executed and placed ofrecord by OUC and the Customer for the purpose of

(a) depicting and describing the Lighting Plan agreed upon by OUC and the Customer with respect to such subsequent Phases, (b) evidencing any changes to the cost of Upgraded Lighting Facilities resulting from the addition of such subsequent Phases, and (c) specifying any variations in the Lighting Service which may be applicable to such subsequent Phases.

2.4	A condition precedent to OUC's obligation to provide the Lighting Service under this Agreement with respect to any Phase is that all of the following shall have occurred with respect to that Phase: (i) OUC's receipt of the Customer Road Notice (as defined in Section 3.6 below) for that Phase; (ii) Customer must complete installation of Customer Lighting Facilities for that Phase in compliance with OUC's required specification concerning the integrity and location of the Customer Lighting Facilities; and (iii) Customer must convey to OUC, or arrange for the conveyance by the party with authority to do so, any easements or right-of-way for that Phase (which are not otherwise included in the dedicated public roadway property) necessary to allow OUC to install, operate and maintain the Lighting Facilities (the "Service Conditions"). Installation of the Lighting Facilities for any subsequent Phases shall be made only when the Service Conditions, for such subsequent Phase have been met.

CUSTOMER DUTIES.

The Customer shall, at its sole cost and expense, provide and install the conduits, pole bases and junction boxes which may be required for the provision of the Lighting Service (collectively, the" Customer Lighting Facilities"), in such locations as more particularly set forth in the applicable Lighting Plans for each Phase. For purposes of the ongoing duties and rights of the Parties during the Term of this Agreement, after the initial installation of Customer Lighting Facilities by Customer and acceptance by OUC, the Customer Lighting Facilities shall be treated as if included within the definition of Lighting Facilities for that Phase.

The Customer shall grant OUC all easements or provide for right-of-way dedications (not otherwise included in the dedicated public roadway property) which are necessary to allow OUC to provide the Lighting Service. The Customer shall ensure that OUC has unobstructed access to the Lighting Facilities, including, without limitation, trimming trees that may either obstruct the light output from the Lighting Facilities or that may obstruct or otherwise prevent OUC from providing the Lighting Service. OUC will use reasonable efforts to notify Customer of any obstructions that are preventing maintenance or operation of the Lighting Facilities, but OUC shall not have the right nor the obligation to trim any trees or otherwise remove any objects obstructing the light output from the Lighting Facilities or obstructing or otherwise preventing OUC from providing the Lighting Service as contemplated in this Agreement. The Customer and OUC hereby acknowledge that the Lighting Facilities which shall be installed by OUC in accordance with the Lighting Plans and (if applicable) subsequent Plans shall be located either
(a) in roadways, streets, alleys or any combination of thereof which have been dedicated to the public pursuant to a plat, or (b) in the any pedestrian or utility easements adjacent to the roadways which are dedicated to the public pursuant to the respective plat for each Phase.

The parties acknowledge that the Customer has requested, and OUC has agreed to procure and install Upgraded Lighting Facilities. The specifications for the Upgraded Lighting Facilities for

the Units are more particularly described on Exhibit 2 attached hereto and incorporated herein by this reference. The Customer shall pay to OUC the Upgrade Cost associated with the initial Phase of the Property development in the amount set forth in Exhibit_3, attached hereto and incorporated herein by this reference, in accordance with Section 4 below. The parties agree that the Upgrade Cost as set forth in Exhibit 3 includes all of the following additional costs associated with providing Lighting Service by means of Upgraded Lighting Facilities, but only within the initial Phase and for the initial Term:

The amount by which the cost of the procurement and installation by OUC of the Upgraded Lighting Facilities exceeds the cost of the procurement and installation by OUC of the customary style and grade of Lighting Facilities which would have otherwise been installed by OUC at the sole cost and expense of the City within the initial Phase of development on the Property, absent the Customer's upgrade request (the "Facilities Upgrade Cost").

The amount by which the cost of the Maintenance Service for the Upgraded Lighting Facilities exceeds the cost of the Maintenance Service for the customary Lighting Facilities which would have otherwise been installed by OUC, absent the Customer's upgrade request (the "Maintenance Upgrade Cost").

The amount by which the cost of the Electrical Service for the Upgraded Lighting Facilities exceeds the cost of the Electrical Service for the customary style and grade of Lighting Facilities which would have otherwise been installed by OUC, absent the Customer's upgrade request (the "Electrical Upgrade Cost").

During the Term of this Agreement, the Customer shall promptly notify OUC of any Lighting Facilities in need of service by calling (407) 737-4222.

The Facility Upgrade Cost, Maintenance Upgrade Cost and Electrical Upgrade Cost (together, referred to in total as the "Upgrade Cost") with respect to any subsequent Phases and the payment terms relating to the same, shall be agreed upon by the parties and specified in addendums to this Agreement relating to such subsequent Phase.

The Customer shall identify in writing to OUC for each Phase (the "Customer Road Notice") the public roadways, streets and alleys in each Phase which have been platted and developed and within which the Customer Lighting Facilities have been installed and which are eligible and prepared from time to time for Lighting Service in accordance with this Agreement. Prior to delivery by the Customer to OUC of the Customer Road Notice, the Customer and OUC shall mutually agree upon the location of Lighting Facilities to be installed.

TERMS OF PAYMENT.

Customer shall make payment of the Upgrade Costs in accordance with the Exhibit 3 to this agreement. OUC will invoice Customer on a monthly basis and Customer shall make payment by the due date indicated on the invoice. If the Customer fails to pay any installment(s) of the Upgrade Cost by the due date of such payment or otherwise makes payment in a manner

inconsistent with the Orlando Utilities Commission's Administrative Policy Manual, as amended from time to time (the "Manual"), OUC may resort to any available remedy at law or equity, including discontinuation of the Lighting Service and termination of this Agreement with respect to any and all Phases then being served by OUC.

OUC shall be entitled to make an annual adjustment to the Upgrade Cost ofup to three percent (3%) per year, exclusive of fuel and energy charges. Fuel and energy charges shall be based on the then applicable OUC tariff rates filed with the Florida Public Service Commission, as may be amended from time to time. Any such adjustments made by OUC shall be made by written notice to Customer setting forth the new rates and associated revisions to the Upgrade Cost (the "Increase Notice"). The Increase Notice must be received by the Customer thirty (30) days prior to the effective date of said annual adjustment.

The parties agree that the Customer shall be responsible for the payment of any sales, use, excise and other taxes (to the extent that OUC would otherwise be liable for same) that may apply to, or be imposed upon, the Facilities Upgrade Cost, the Maintenance Upgrade Cost or the Electrical Upgrade Cost or all of them. Furthermore, the parties agree that Facilities Upgrade Cost to be paid by the Customer to OUC pursuant to the terms of this Agreement is exclusive of all sales, use, excise, gross receipts or similar taxes or impositions, now due or as may be hereinafter assessed. Customer recognizes and agrees that it is ultimately responsible for the payment of all sales, use, excise, gross receipts and other taxes that may apply to, or be imposed upon, the transaction that is the subject of this Agreement, if any, irrespective of when such taxes may be charged or assessed against OUC. Any non-collection or non-assessment of such taxes by OUC contemporaneously with the occurrence of the transaction shall not waive, release or diminish Customer's ultimate responsibility for the payment thereof, irrespective of whether such taxes are later charged or assessed by applicable taxing authority(ies). Notwithstanding anything to the contrary, the Customer shall be entitled to any tax exemptions to which it may be entitled to from time to time as provided under Florida law.
MUTUAL AGREEMENTS.

OUC, while exercising reasonable diligence at all times to furnish the Lighting Service hereunder, does not guarantee continuous Lighting Service and will not be liable for damages for any interruption, deficiency or failure of said Lighting Service, and reserves the right to reasonably interrupt said Lighting Service for necessary repairs to the Lighting Facilities, and to OUC lines and equipment. Notwithstanding any other provision of this Agreement, in no event shall OUC have any liability to Customer under this Agreement, whether based in contract, in tort (including negligence and strict liability) or otherwise, for: (a) any special, incidental, indirect, exemplary or consequential damages; (b) damages with respect to costs of capital, costs of replacement power, loss of profits or revenues, or loss of use of plant or equipment, irrespective of whether such damages may be categorized as direct, special, consequential, incidental, indirect, exemplary or otherwise.

This Agreement may only be amended in writing, and such amendment must be executed with the same degree of formality as this Agreement.

OUC shall, at the request of the Customer, relocate the Lighting Facilities if provided sufficient rights-of-way or easements to do so. The Customer shall be responsible for payment of all reasonable costs and expenses associated with any relocation of the Lighting Facilities requested by the Customer.

OUC may at any time substitute bulbs in any luminaire/lamp installed hereunder, each such substitute bulb to be the same color and to have at least equal illuminating capacity and energy efficiency as the bulb replaced thereby.

OUC shall be responsible to repair or replace and assumes all risk of loss for any damage to any Lighting Facilities; provided, however, that notwithstanding the foregoing, the Customer hereby assumes all responsibility for the costs necessary to repair or replace any Lighting Facilities (i) that have been damaged due to the willful misconduct or gross negligence of an employee, agent, invitee, license or contractor of the Customer and (ii) for any damage to Lighting Facilities by the Customer's employees, agents, invitees, licenses or contractors, which Lighting Facilities are put in place in Phases during the time when active construction by Customer is still ongoing. Upon completion of such construction activities by the Customer, risk of loss shall shift back to OUC except as set out in 5.5(i) above. Title to the Lighting Facilities, shall remain with OUC at all times. Customer shall not possess or have any direction or control over the physical operation of the Lighting Equipment and the possession of the Lighting Equipment and the direction and control of the physical operation of Lighting Equipment shall be vested exclusively with OUC. Notwithstanding anything herein to the contrary, the parties shall be entitled to any sovereign immunity defenses to which it may be entitled, and the parties do not in any way expand or waive limitations of liability afforded to the parties by virtue of their sovereign immunity.

Customer's obligations under this Agreement may not be assigned to a third party except with the written consent of OUC. No such permitted assignment shall relieve the Customer of its obligations hereunder until such obligations have been assumed by written agreement reasonably acceptable to OUC by any such permitted assignee and (if required by OUC) appropriate security for the payment obligations of the Customer under this Agreement has been provided by such entity.

This Agreement shall be governed and construed under the internal laws of the State of Florida. This Agreement supersedes all previous agreements or representations, either written, oral or otherwise between the Customer and OUC with respect to the Lighting Service, and constitutes the entire agreement between the parties relative to the provision by OUC of the Lighting Service. This Agreement does not create any rights or provide any remedies to third parties or create any additional duty, obligation or undertakings by OUC to third parties.

The Electrical Service provided by OUC to the Customer in accordance herewith shall be subject to the procedures and policies described in the Manual. The Manual is on file with OUC. Copies of the Manual may be obtained by the Customer upon written request to OUC. Such policies and procedures shall be applied with respect to Electrical Service to the Property by

OUC with the same interpretation, force and effect as applied to other customers ofOUC from time to time subject to the Manual.

The parties hereby agree that OUC shall retain title to the Lighting Facilities during the Term and after this Agreement terminates. Upon any default by the Customer hereunder which shall remain uncured thirty (30) days after receipt by the Customer of OUC's written notice to the Customer of the same, OUC shall have the right to enter upon Property where the Lighting Facilities are located to remove the Lighting Facilities. In such case, OUC shall be entitled to take possession of any or all items of the Lighting Facilities. In the event of any default hereunder by the Customer, and the expiration of any applicable grace or cure periods, the Customer shall be responsible for the cost of removing the Lighting Facilities, with such work to be done by OUC and billed to the Customer.

The Customer shall keep the Lighting Facilities free and clear of all levies, liens, and encumbrances imposed by or through the Customer. The Customer shall not lease, sublease, mortgage, or otherwise encumber, remove, or suffer to be removed any of the Lighting Facilities and shall not without OUC's permission permit any party other than OUC to operate or maintain the Lighting Facilities.

This Agreement shall inure to the benefit of, and be binding upon the successors and permitted assigns of the Customer and OUC.

The "Effective Date" of this Agreement shall be the date on which the last of Customer and OUC have executed this Agreement. This Agreement shall have a term of twenty (20) years for each Phase for which Lighting Services are provided by OUC (the 20 year period shall be referred to as the "Term" for each Phase). The Term for the initial Phase shall begin when the installation of the Lighting Equipment is finally completed and the Customer is first billed for the Lighting Service based on operation of the full compliment of Lighting Equipment to be provided under this Agreement for that Phase. Prior to the beginning of the Term for the initial Phase, the Customer may request in writing to OUC that Lighting Facilities be energized for operation as completed by OUC rather than waiting for the Term to begin for that particular Phase. In such case, if OUC agrees that operating those Lighting Facilities does not create a safety issue or impede installation of the remaining Lighting Facilities, then OUC will energize Lighting Facilities as they are completed. OUC shall begin invoicing for Lighting Services as provided under this Agreement prior to the start of the Term. Such billing shall be based on an adjusted Upgrade Cost for each billing period prior to the beginning of the Term, with such adjusted Upgrade Cost calculated based the proportion of Lighting Facilities in service during that billing period to the total number of Lighting Facilities on which the Upgrade Cost has been
calculated by OUC for that Phase ("Proportional Upgrade Cost"). In the event that an installation of Lighting Equipment is to be provided by OUC in several Phases, Lighting Services for each Phase completed shall have its own Term under this Agreement. As with the initial Phase, the Customer may request interim operation of Lighting Facilities as they become energized and OUC shall bill based on the Proportional Upgrade Cost for those Lighting Facilities prior to the start of the Term for that Phase in the same manner as described above for the initial Phase. The Term for each such additional Phase shall begin when installation of the Lighting Equipment for

that subsequent Phase is finally completed and the Customer is first billed for the Lighting Service based on the operation of the full compliment of Lighting Equipment that is to be provided under that Phase.

[OPTIONAL PARAGRAPH FOR BANNER ARMS] The Customer shall have the right, from time to time as the Customer shall deem appropriate, to hang banners, signs, flags and holiday decorations (collectively the "Banners") from banner arms to be attached by the Customer to the Lighting Facilities; provided, however, that same shall comply in all respects with applicable laws and regulations. Said banner arms shall be of the type and size consistent with the wind loading capabilities of the Lighting Facilities and shall be pre-approved by OUC (the "Banner Arms"). The Customer shall be responsible for acquiring, installing and maintaining all the Banner Arms. The Customer shall be responsible to repair or replace (and assumes all risk ofloss) for any damage to any Banner Arms. Notwithstanding anything herein to the contrary, in the event the Lighting Facilities are damaged by the Banners or the Banner Arms the Customer shall be liable to OUC for said damage. OUC shall not be liable for any permits, fees or liabilities (of whatever kind or nature) related to the Banner Arms or the Banners placed thereon, including but not limited to the content of Banners. Notwithstanding anything herein to the contrary, the parties agree that OUC shall not be liable for any claim, demand, liability, judgment, action or right of action, of whatever kind or nature, either in law or equity, arising from or by reason of any type of liability including but not limited to contractual liability, bodily injury or personal injuries, death, or occurrence due to placement of the Banners and/or the Banner Arms on the Lighting Facilities. Customer shall to the maximum extent permitted by law defend, indemnify, and hold harmless OUC, its officers, directors, and employees from and against all claims, damages, losses, and expenses, (including but not limited to fees and charges of attorneys or other professionals and court and arbitration or other dispute resolution costs) arising out of or resulting from disease or death of third parties (including OUC employees and agents), or damage to property caused by placement of Banners and the Banner Arms by the Customer on the Lighting Facilities.

NOW, THEREFORE the parties enter into this Agreement as of the dates of execution indicated below.

-8: f: s;;i.

Signed, sealed and delivered

 

Nwrne \   .i,,.,,A,,.,(0 

GREENEWAY IMPROVEMENT
DISTRICT, a local unit of special purpose government established pursuant to Chapter 190, Florida Statutes	Tax ID: 050561077

Name:

 p)o.
0 

&L.,."

By:	

Name:r:.? ,..a;-;L, s
Title: v. Ct..14-, (2..
Date: 7 ( J(  I/ -"

Printed Name Below Signature
JI /cj)t9	

DOROllffTORRES
MY COMMISSION f FF 934604
EXPIRES: NGvember 8, 2019
Bonded Thru Notaiy Public Ulldnrilell

STATE OF FLORIDA COUNTY OF ORANGE

My Commission Expires

,nn1a.-n..1W".  sionek
1 Manager & CEO

Signed, sealed and delivered in the presence of:

Attom

Title:

ASSISTANT SECRF.TARY

Date:	\O

, l..,

..... 

l. ,,l#..

_

FOR THE USE AND RELIANCE OF OUC ONLY: APPROVED AS TO FORM AND L GALITY

STATE OF FLORIDA

COUNTY OF ORANGE
The foregoing instrument was acknowledged before me this '3\  day of nJo 20.ht , by Kenneth P. Ksigpek, as General Manager and CEO of ORLANDO UTILITIES COMMISSION, who is [v1 personally known to me or [ ] produced the following identification:

	, and who did not take an oath.

Printed Name Below Signature

My Commission Expires

EXHIBIT 1 THE PROPERTY

"Within the Public Right-of-Way of Tavistock Lakes Boulevard lying south of Lot I, LAKE NONA SOUTH PARCEL 22C FIRST AMENDMENT REPLAT, according to the Plat thereof as recorded in Plat Book 85, Page 20, of the Public Records of Orange County, Florida."

EXfilBIT 1 (Continued)

OUTAGE REPORTING

Light out Telephone Number-407-737-4222

Light out Web Address - http://www.ouc.com/customer-support/outages-and-problems/report-a­ streetlight-outage

PROPERTY/ PREMISE LOCATION INFORMATION

Premise Name: Premise Address: City, State, Zip:

 Landon House	
 7010 Lake Nona Blvd	
 Orlando, FL 32827	

Premise Number:		

BILLING INFORMATION

Billing Contract Name:	 	 Billing Address:		 City, State, Zip:	 	 Billing Contact Name:	 	 Billing Contact Phone:	 	 Federal Tax ID:	 	

ADDITIONAL ACCOUNT INFORMATION TO BE FILLED BY OUC

Customer Account Number:  8795843030	 Work Request No:	 551810	

Comments:		

EXHIBIT2

INITIAL LIGHTING PLAN

(7EA) POLE ALUM 20' RND DIRECT BURIED BRONZE/ OUC # 036-27508 (7EA) LUMINAIRE 87W LED POST TOP GE BRONZE/ OUC # 036-23132

EXHIBIT3

INITIAL PHASE UPGRADE COST PAYMENT TERMS

UP-FRONT PAYMENT:

Customer elects to make an Up-Front Payment for the OUC Lighting System of $0.00.

MONTHLY INSTALLMENT:

During the Term of this Agreement, the Customer shall pay to OUC the Upgrade Cost for the initial Phase in aggregate monthly installments of[$ 127.10 ] . Such aggregate monthly installments shall be exclusive of any and all applicable sales, use, excise, gross receipts or similar taxes or impositions. The monthly due date indicated in OUC's invoice to the Customer for the Upgrade Cost shall be in accordance with billing procedures set out in the Manual.

ADDITIONAL CHARGES:

The Upgrade Cost may be adjusted annually in accordance with Section 4.2 of this Agreement.

Laureate Blvd at Unit 1C

---THE SPACE ABOVE THIS LINE IS FOR RECORDING INFORMATION---

ASSIGNMENT OF SERVICE AGREEMENT FOR LIGHTING SERVICE For LAUREATE BOULEVARD AT UNIT 1C (GREENEWAY ID)

THIS ASSIGNMENT OF SERVICE AGREEMENT F O R L I G H T I N G
S E R V I C E ("Assignment") is made and entered into as of the 	 day of
		, 20	 ("Transfer Date"), by Greeneway Improvement District, (the "Assignor") whose address is 8529 South Park Circle, Suite 330, Orlando, FL 32819 , and Midtown Improvement District, (the "Assignee") whose address is 12051 Corporate Blvd, Orlando, FL 32617, for services address 0 Tavistock Lakes Blvd, Orlando FL (“Service Address”).

W I T N E SSE T H:

Assignor and Orlando Utilities Commission, a municipal utility chartered under the laws of the State of Florida ("OUC"), entered into that certain Service Agreement for Lighting Service dated May 22, 2013 (“Agreement”) for the Service Address.

Agreement was recorded in the Public Records of Orange County and was assigned public records document number 20130321316.

Assignor has provided to Assignee a copy of the Agreement (and any applicable amendments to same).

Assignor desires to assign its interests, rights, duties and obligations in and to the Agreement as of the Transfer Date, and Assignee desires to accept the assignment of Assignor's interests, rights, duties and obligations in and to the Agreement as of the Transfer Date.

NOW, THEREFORE , FOR GOOD AND VALUABLE CONSIDERATION, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

As of the Transfer Date, Assignor hereby assigns and transfers unto Assignee all of its right, title, claim, interests, duties and obligations, if any, in, to and under the Agreement.
As of the Transfer Date, Assignee hereby assumes the foregoing assignment of the Agreement and agrees to assume and perform all duties and obligations under the Agreement.
In the event of any litigation between Assignor and Assignee arising out of the obligations of the parties under this Assignment or concerning the meaning or interpretation of any provision contained herein , the losing party shall pay the prevailing party's costs and expenses of such litigation, including, without limitation, reasonable attorneys ' fees and expenses. In addition to the foregoing award of attorney's fees to the prevailing party, the prevailing party in any lawsuit arising out of or concerning this Assignment shall be entitled to its reasonable attorneys' fees incurred in any post-judgment proceedings to collect or enforce the judgment. This provision is separate and several and shall survive the merger of this Assignment into anyjudgment on this Assignment.
This Assignment shall be binding on and inure to the benefit of the parties herein, their successors and assigns.
This Assignment shall be governed by and construed in accordance with the laws of the State of Florida.

This Assignment may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same Assignment.
Assignor and Assignee agree to cooperate with each other in regard to notifying governmental agencies and executing any additional documentation requested by said governmental agencies to register and establish the rights and obligations of the Assignee or its designee(s).

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGES TO FOLLOW.]

THIS ASSIGNMENT has been executed the day and year set forth above for LAUREATE BOULEVARD AT UNIT 1C (GREENEWAY ID).

Signed, sealed and delivered in the
presence of:	“ASSIGNOR”

GREENEWAY IMPROVEMENT DISTRICT a
Witness	Florida a local unit of special purpose government

Print Name

By:	 Name:	

Witness	Title:	

Print Name

STATE OF	 COUNTY OF 	

Date:	

The	foregoing	instrument	was	acknowledged	before	me	this			day  of
	, 20   by 	 as
	 of	GR	EENEWAY IMPROVEMENT DISTRICT.	He/She who is	
personally	known	to	me	or	who	has	produced	 		as	
identification and who did take an oath.					

THIS ASSIGNMENT has been executed the day and year set forth above for LAUREATE BOULEVARD AT UNIT 1C (GREENEWAY ID).

Signed, sealed and delivered in the
presence of:	“ASSIGNEE”

MIDTOWN IMPROVEMENT DISTRICT, a
Witness	Florida and Florida Legislature

Print Name

By:	 Name:	

Witness	Title:	

Print Name

STATE OF	 COUNTY OF 	

Date:	

The	foregoing	instrument	was	acknowledged	before	me	this			day  of
	, 20   by 	 as
	 of MIDTOWN IMPROVEMENT DISTRICT.	He/She who is
personally known to me or who has produced 	 as identification and who did take an oath.

NOTARY PUBLIC SIGNATURE
Printed Name of Notary_	
(SEAL)	My Commission expires: 	

THIS ASSIGNMENT has been executed the day and year set forth above for LAUREATE BOULEVARD AT UNIT 1C (GREENEWAY ID).

The undersigned hereby joins and consents to the foregoing assignment from Assignor to Assignee and the recording of this Assignment in the Public Records of Orange County Florida.

Signed, sealed and delivered in the
presence of:	“OUC”
Orlando Utilities Commission, a statutory Commission under the laws of the State of
Witness	Florida

Print Name

By:	 Name:	

Witness	Title:	

Print Name

Date:	

Approved as to form and legality by OUC Legal Dept. Date:	By:

STATE OF	 COUNTY OF 	
The foregoing instrument was acknowledged before me this by means of ( ) physical presence or ( ) online notarization on this    day of 	, 20  by CLINT BULLOCK, as General Manager, CEO of ORLANDO UTILITIES COMMISSION, a Florida statutory commission, on behalf of said Commission.  He is personally known to me or has produced
	 as identification.

OUCII
The Reliable One®

For Recording Purposes Only

DOCij 20130321316 B: 10588 P: 0145
06/19/2013 11:30:05 AM Page 1 of 13
Rec Fee: $112.00 Deed Doc Tax: $0.00 DOR Admin Fee: $0.00
Intangible Tax: $0.00
Mortgage Stamp: $0.00
Martha 0. Haynie, Comptroller Orange County FL

1111 i  i\r . IW.111111

MB - Ret To: 6RLANDO UTILITIES COM COM

LIGHTING INSTALLATION, UPGRADE AND SERVICE AGREEMENT

Laureate Boulevard at Unit IC (Greeneway ID)

7/1	,

THIS LIGHTING INSTALLATIO Pr.DE AND SE CE AGREEMENT
("Agreement") is made effective as of thisD day of	2013, by and between the ORLANDO UTILITIES COMMISSION, a statutory mmission organized and existing under the laws of the State of Florida, whose address is 100 West Anderson St., Orlando, Florida 32801 ("OUC"), and GREENEWAY IMPROVEMENT DISTRICT, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, whose address is 12051 Corporate Circle, Orlando, Florida 32817, or its assigns (the "Customer").

RECITALS

The Customer is an individual, business entity, association or governmental entity with the authority to enter into binding agreements for services on certain property which is located in central Florida and more specifically defined in Schedule 1 attached hereto and incorporated herein by this reference (the "Property").

The Customer desires to enter into this Agreement with OUC for the purpose of sharing with OUC and the City of Orlando (the "City") certain costs associated with lighting service for portions of the Property that have been or will be dedicated pubic roadways (the "Dedicated Roadways") and to be provided by OUC on behalf of the City by means of non­ standard, upgraded lighting facilities.

The parties desire to enter into this Agreement so that costs to OUC associated with providing lighting services within Dedicated Roadways by means of upgraded lighting facilities can be allocated to the Customer over the term of the Agreement.

Prepared by: Wayne A. Morris, Esq. I Return to: Property & Right-of-Way, Orlando Utilities Commission I PO Box 3193 I Orlando, FL 32802

,....	' .•

NOW THEREFORE, in consideration of the sums to be paid by the Customer to OUC, the mutual covenants and benefits contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by both the Customer and OUC, the Customer and OUC agree as follows:

RECITALS.

The above Recitals are true and correct, and form a material part of this Agreement.

OUC DUTIES.

OUC shall provide lighting for Dedicated Roadways within the Property as more specifically indicated in this Agreement. In order to provide such service, OUC shall do the following:

To the extent not specified in this Agreement as Customer's responsibility, OUC shall provide and install standard lighting facilities, or, where agreed by Customer herein to share the increased procurement and operating costs, lighting facilities which are of a higher quality and better appearance than the type of public lighting facilities approved for funding by the City and installed by OUC (the "Upgraded Lighting Facilities"), all in accordance with this Agreement, the Initial Lighting Plan (as defined below in Subsection 2.3) and OUC specifications. Such installation by OUC shall include: poles, wires, fixtures and other associated parts and materials; all necessary wiring within conduits installed by Customer or its agents; and, the interconnection of such lighting facilities to electrical service required to provide lighting output for Dedicated Roadways within the Property. All such facilities, poles, wires, fixtures, associated parts and Upgraded Lighting Facilities (where agreed) shall be referred to together as the "Lighting Facilities".
OUC shall maintain and operate the Lighting Facilities within Dedicated Roadways (the "Maintenance Service") at no cost to Customer except for the Upgrade Costs (as defined in Section 3); and

OUC shall, to the extent permissible under applicable laws and regulations, provide electric service as necessary to operate the Lighting Facilities (the "Electrical Service") in accordance with OUC's pub_lished electric service tariffs.

The procurement and installation by OUC of the Lighting Facilities, the ongoing Maintenance Service and the Electrical Service are necessary to allow OUC to provide the lighting required by Customer within the Dedicated Roadways and shall all be provided by OUC as elements of a single service to Customer and shall be collectively referred to herein as the "Lighting Service".

The Customer and OUC hereby acknowledge that the Property is part of an overall residential subdivision known as "Laureate Park" which will be platted and developed in more than one phase (each referenced individually as a "Phase" and collectively as the "Phases"). The Lighting Facilities to be initially provided and installed by OUC under this Agreement are to allow OUC to provide Lighting Service for Dedicated Roadways within the Phase covered by this Agreement (the "Current Phase"). Lighting Facilities for the Current

Phase shall be located and installed as more particularly depicted in the lighting construction plans set forth in Schedule 2 attached hereto and incorporated herein by this reference (the "Lighting Plan"). Lighting Service for any subsequent Phases, if developed, must be implemented through subsequent, mutually agreed upon lighting plans for each such Phase and set out in a Lighting, Installation, Upgrade and Service Agreement for that Phase, which shall be based upon substantially the same terms and conditions of this Agreement in all material respects with modified schedules to address the design and pricing for that Phase.

2.4  A condition precedent to OUC's obligation to provide the Lighting Service under this Agreement with respect to the Current Phase is that all of the following shall have occurred with respect to that Phase: (i) OUC's receipt of the Customer Road Notice (as defined in Section
3.6 below) ; (ii) Customer must complete installation of Customer Lighting Facilities in compliance with the applicable Lighting Plan and OUC's required specification concerning the integrity and location of the Customer Lighting Facilities; and (iii) Customer must convey to OUC, or arrange for the conveyance by the party with authority to do so, any easements or right­ of-way (which are not otherwise included in the dedicated public roadway property) necessary to allow OUC to install, operate and maintain the Lighting Facilities (the "Service Conditions").
CUSTOMER DUTIES.

The Customer shall, at its sole cost and expense, provide and install the conduits, pole bases and junction boxes which may be required for the provision of the Lighting Service (collectively, the "Customer Lighting Facilities"), in such locations as more particularly set forth in the Lighting Plan for the Current Phase. For purposes of the ongoing duties and rights of the parties during the Term of this Agreement, after the initial installation of Customer Lighting Facilities by Customer for the Current Phase and acceptance by OUC, the Customer Lighting Facilities shall be treated as if included within the definition of Lighting Facilities for that Phase.
The Customer shall grant OUC, or shall cause the granting of, all easements or provide for right-of-way dedications (not otherwise included in the Dedicated Roadway property) which are necessary to allow OUC to provide the Lighting Service. The Customer shall ensure that OUC has unobstructed access to the Lighting Facilities that are not located within Dedicated Roadways, including, without limitation, trimming trees that may either obstruct the light output from the Lighting Facilities or that may obstruct or otherwise prevent OUC from providing the Lighting Service. OUC will use reasonable efforts to notify Customer of any obstructions that are preventing maintenance or operation of the Lighting Facilities, but OUC shall not have the right nor the obligation to trim any trees or otherwise remove any objects located outside of the Dedicated Roadways and which are obstructing the light output from the Lighting Facilities or obstructing or otherwise preventing OUC from providing the Lighting Service as contemplated in this Agreement. The Customer and OUC hereby acknowledge that the Lighting Facilities which shall be installed by OUC in accordance with the Lighting Plan and shall be located either (a) in Dedicated Roadways, which have been dedicated to the public pursuant to a plat, or (b) to the extent necessary, in easements granted in favor of OUC lying in areas adjacent to the roadways and streets which are granted pursuant to a separate instrument for the Current Phase.

''•

The parties acknowledge that the Customer has requested, and OUC has agreed to procure and install, Upgraded Lighting Facilities based on a phased approach. The specifications for the Upgraded Lighting Facilities are more particularly described on Schedule 3 attached hereto and incorporated herein by this reference. The Customer shall pay to OUC the Upgrade Costs associated with the Current Phase of the Property development in the amount set forth in Schedule 3 in accordance with Section 4 below. The parties agree that the Upgrade Costs for the Current Phase as set forth in Schedule 3 is comprised of the following costs associated with providing Lighting Service by means of Upgraded Lighting Facilities, but only within the Current Phase and during the Term:

The amount by which the cost of the procurement and installation by OUC of the Upgraded Lighting Facilities within the Current Phase exceeds the cost of the procurement and installation by OUC of the customary style and grade of Lighting Facilities which would have otherwise been installed by OUC at the sole cost and expense of the City, absent the Customer's upgrade request (the "Facilities Upgrade Cost").

The amount by which the cost of the Maintenance Service for the Upgraded Lighting Facilities within the Current Phase exceeds the cost of the Maintenance Service for the customary Lighting Facilities which would have otherwise been installed by OUC, absent the Customer's upgrade request (the "Maintenance Upgrade Cost").

The amount by which the cost of the Electrical Service for the Upgraded Lighting Facilities within the Current Phase exceeds the cost of the Electrical Service for the customary style and grade of Lighting Facilities which would have otherwise been installed by OUC, absent the Customer's upgrade request (the "Electrical Upgrade Cost").

During the Term of this Agreement, the Customer shall promptly notify OUC of any Lighting Facilities in need of service by calling (407) 737-4222.

The Facility Upgrade Cost, Maintenance Upgrade Cost and Electrical Upgrade Cost (together, referred to in total as the "Upgrade Costs").

TERMS OF PAYMENT.

For the Current Phase, Customer shall make payment of the Upgrade Costs in accordance with the Schedule 3 to this Agreement. If the Customer fails to pay any installment(s) of the Upgrade Costs by the due date of such payment or otherwise makes payment in a manner inconsistent with the OUC's Administrative Policy Manual, as amended from time to time (the "Manual"), OUC shall provide the Customer with written notice of such failure, whereupon the Customer shall have ten (10) days within which to remedy such failure by making the required payment. In the event the Customer fails to make any payment within said ten-day period, OUC may suspend the provision of Electrical Service to the Current Phase until such time as the Upgrade Costs have been paid. If Customer's failure to pay continues for a period of ninety (90) days after the expiration of the ten-day grace period, then OUC may resort to any available remedy at law or equity, including the partial termination of this Agreement.
OUC shall be entitled to make an annual adjustment to the Maintenance Upgrade Cost of up to three percent (3%) per year. Fuel and energy charges shall be based on the then

applicable OUC tariff rates filed with the Florida Public Service Commission, as may be amended from time to time. Any such adjustments made by OUC as contemplated under this subparagraph 4.2 shall be made by written notice to Customer setting forth the new rates and associated revisions to the applicable Upgrade Costs (the "Increase Notice"). The Increase Notice must be received by the Customer thirty (30) days prior to the effective date of said annual adjustment.

The parties agree that the Customer shall be responsible for the payment of any sales, use, excise and other taxes (to the extent that OUC would otherwise be liable for same) that may apply to, or be imposed upon, the Facilities Upgrade Cost, the Maintenance Upgrade Cost or the Electrical Upgrade Cost or all of them. Furthermore, the parties agree that Facilities Upgrade Cost to be paid by the Customer to OUC pursuant to the terms of this Agreement is exclusive of all sales, use, excise, gross receipts or similar taxes or impositions, now due or as may be hereinafter assessed. Customer recognizes and agrees that it is ultimately responsible for the payment of all sales, use, excise, gross receipts and other taxes that may apply to, or be imposed upon, the transaction that is the subject of this Agreement, if any, irrespective of when such taxes may be charged or assessed against OUC. Any non-collection or non-assessment of such taxes by OUC contemporaneously with the occurrence of the transaction shall not waive, release or diminish Customer's ultimate responsibility for the payment thereof, irrespective of whether such taxes are later charged or assessed by applicable taxing authority(ies). Notwithstanding anything herein to the contrary, the Customer shall be entitled to any tax exemptions to which it may be entitled to from time to time as provided under the Florida law.
MUTUAL AGREEMENTS.

OUC, while exercising reasonable diligence at all times to furnish the Lighting Service hereunder, does not guarantee continuous Lighting Service and will not be liable for damages for any interruption, deficiency or failure of said Lighting Service, and reserves the right to reasonably interrupt said Lighting Service for necessary repairs to the Lighting Facilities, and to OUC lines and equipment. Notwithstanding any other provision of this Agreement, in no event shall OUC have any liability to Customer under this Agreement, whether based in contract, in tort (including negligence and strict liability) or otherwise, for: (a) any special, incidental, indirect, exemplary or consequential damages; (b) damages with respect to costs of capital, costs of replacement power, loss of profits or revenues, or loss of use of plant or equipment, irrespective of whether such damages may be categorized as direct, special, consequential, incidental, indirect, exemplary or otherwise.

This Agreement may only be amended in writing, and such amendment must be executed with the same degree of formality as this Agreement.

OUC shall, at the request of the Customer, relocate the Lighting Facilities if provided sufficient rights-of-way or easements to do so. The Customer shall be responsible for payment of all reasonable costs and expenses associated with any relocation of the Lighting Facilities requested by the Customer.

OUC may at any time substitute bulbs in any luminaire/lamp installed hereunder, each such substitute bulb to be the same color and to have at least equal illuminating capacity and energy efficiency as the bulb replaced thereby.

OUC shall be responsible to repair or replace and assumes all risk of loss for any damage to any Lighting Facilities; provided, however, that notwithstanding the foregoing, the Customer hereby assumes all responsibility and shall indemnify OUC for the costs necessary to repair or replace any Lighting Facilities (i) that have been damaged due to the willful misconduct or negligence of an employee, agent, licensee or contractor of the Customer, and (ii) damaged for any reason by the Customer's employees, agents, licensees or contractors during the time period when active construction by Customer is ongoing. Nothing contained in this Agreement shall constitute or be construed as a waiver of OUC's or the Customer's limitations on liability as set forth in section 768.28, Florida Statutes, and other law. Upon completion of such construction activities by the Customer, risk of loss shall shift back to OUC except as set out in 5.5(i) above. In the event Customer is responsible for any required repair or replacement as described in the preceding sentence for which Customer has failed to cause such repair and replacement within fifteen (15) days after receipt of written notice of such damage from OUC, then OUC shall have the right to cause such repair and/or replacement whereupon Customer shall reimburse OUC for the actual, reasonable expenses incurred thereby within thirty (30) days of receipt of an invoice therefor. Title to the Lighting Facilities, shall remain with OUC at all times. Customer shall not possess or have any direction or control over the physical operation of the Lighting Equipment and the possession of the Lighting Equipment and the direction and control of the physical operation of Lighting Equipment shall be vested exclusively with OUC; however, OUC shall not, unless required by applicable laws, regulations or ordinances, permit third parties to install or affix, any telecommunications-related devices, antenna or related equipment on or to the Lighting Facilities for the first ten (10) years of the initial Tenn as to the Current Phase, unless used for, and limited to, the internal communications of OUC associated with OUC's operations or that of the City of Orlando. Notwithstanding anything herein to the contrary, OUC shall be entitled to any sovereign immunity defenses to which it may be entitled, and OUC does not in any way expand or waive limitations of liability afforded to OUC by virtue of its sovereign immunity.
Customer's obligations under this Agreement may not be assigned to a third party except with the written consent of OUC. No such permitted assignment shall relieve the Customer of its obligations hereunder until such obligations have been assumed by written agreement reasonably acceptable to OUC by any such permitted assignee and (if required by OUC) appropriate security for the payment obligations of the Customer under this Agreement has been provided by such entity.

This Agreement shall be governed and construed under the internal laws of the State of Florida. This Agreement supersedes all previous agreements or representations, either written, oral or otherwise between the Customer and OUC with respect to the Lighting Service, and constitutes the entire agreement between the parties relative to the provision by OUC of the Lighting Service. This Agreement does not create any rights or provide any remedies to third parties or create any additional duty, obligation or undertakings by OUC to third parties.

The Electrical Service provided by OUC to the Customer in accordance herewith shall be subject to the procedures and policies described in the Manual. The Manual is on file with OUC. Copies of the Manual may be obtained by the Customer upon written request to OUC. Such policies and procedures shall be applied with respect to Electrical Service to the Property by OUC with the same interpretation, force and effect as applied to other customers of OUC from time to time subject to the Manual.

The parties hereby agree that OUC shall retain title to the Lighting Facilities during the Term and after this Agreement terminates. Upon any default by the Customer hereunder, other than as provided in Section 4.1 above, which shall remain uncured sixty (60) days after receipt by the Customer of OUC's written notice to the Customer of the same, OUC shall have the right to remove the Lighting Facilities in the Current Phase so long as such Lighting Facilities are simultaneously replaced with the City's standard lighting facilities (within Dedicated Roadways). In the event OUC elects to pursue its remedies as described in the preceding sentence, OUC shall be entitled to take possession of any or all items of the Lighting Facilities in the Current Phase and the Customer shall be responsible for the cost of removing such Lighting Facilities, with such work to be done by OUC and billed to the Customer; provided, further, that to the extent other services are being provided by OUC to Customer and are billed along with Lighting Services on a combined service bill, then the payment shortfall may cause such other services to be terminated or suspended as well in accordance with OUC's Administrative Policy Manual.
The Customer shall keep the Lighting Facilities free and clear of all levies, liens, and encumbrances imposed by or through the Customer. The Customer shall not lease, sublease, mortgage, or otherwise encumber, remove, or suffer to be removed any of the Lighting Facilities and shall not, without OUC's permission, permit any party other than OUC to operate or maintain the Lighting Facilities.

This Agreement shall inure to the benefit of, and be binding upon the successors and permitted assigns of the Customer and OUC.

The "Effective Date" of this Agreement shall be the date on which the last of Customer and OUC have executed this Agreement. This Agreement shall have an initial term of twenty (20) years (the "Initial Term"). The Term for the Current Phase shall begin on the date which is the earlier of (a) the date on which Customer elects to have OUC energize earlier Lighting Equipment installed prior to completion of installation of the final Lighting Facilities for the Current Phase, or (b) the date on which the final Lighting Equipment for that Phase is energized (the "Commencement Date"). The Term for the Current Phase shall end twenty (20) years after the Commencement Date. At Customer's election, upon written notice to OUC prior to the expiration of the Initial Term, may be renewed up to two (2) times for a period not to exceed five (5) years for each renewal period ("Subsequent Terms"). For purposes hereof, the Initial Term and each Subsequent Term, if any, shall be referred herein collectively as the "Term". During any Subsequent Term, Customer shall only be required to pay for the Maintenance Upgrade Cost for the Lighting Facilities. OUC agrees that after the Initial Term and any renewal period exercised by Customer, Customer may let the then current term expire in which case OUC may install standard street lighting and Customer shall not be required to pay for the cost of the Electrical Service (including fuel and energy charges) associated with the

...

Lighting Facilities remaining within Dedicated Roadways at the end of the Initial Term or expiration of the Subsequent Term, whichever is applicable. If Customer chooses not to extend the use of the Upgraded Lighting Facilities, the Customer shall be responsible for the cost of removing the Upgraded Lighting Facilities, with such work to be done by OUC and billed to the Customer.

Prior to the installation of full compliment of Lighting Equipment for the Current Phase, the Customer may request in writing to OUC that those Lighting Facilities then installed be energized for operation as completed by OUC rather than waiting for the full compliment of Lighting Equipment to be energized. In such case, if OUC agrees that operating those Lighting Facilities does not create a safety issue or impede installation of the remaining Lighting Facilities, then OUC will energize Lighting Facilities as they are completed. OUC shall begin invoicing for Lighting Services as provided under this Agreement based on the Commencement Date. Such billing shall be based on an adjusted Upgrade Cost for each billing period, with such adjusted Upgrade Cost calculated based the proportion of Lighting Facilities in service during that billing period to the total number of Lighting Facilities on which the Upgrade Cost has been calculated by OUC for that Phase ("Proportional Upgrade Cost").
The Customer shall have the right, from time to time as the Customer shall deem appropriate, to hang banners, signs, flags and holiday decorations (collectively the "Banners") from banner arms to be attached by the Customer to the Lighting Facilities; provided, however, that same shall comply in all respects with applicable laws and regulations. Said banner arms shall be of the type and size consistent with the wind loading capabilities of the Lighting Facilities and shall be pre-approved by OUC (the "Banner Arms"). The Customer shall be responsible for acquiring, installing and maintaining all the Banner Arms. The Customer shall be responsible to repair or replace (and assumes all risk of loss) for any damage to any Banner Arms. Notwithstanding anything herein to the contrary, in the event the Lighting Facilities are damaged by the Banners or the Banner Arms the Customer shall be liable to OUC for said damage. OUC shall not be liable for any permits, fees or liabilities (of whatever kind or nature) related to the Banner Arms or the Banners placed thereon, including but not limited to the content of Banners. Notwithstanding anything herein to the contrary, the parties agree that OUC shall not be liable for any claim, demand, liability, judgment, action or right of action, of whatever kind or nature, either in law or equity, arising from or by reason of any type of liability including but not limited to contractual liability, bodily injury or personal injuries, death, or occurrence due to placement of the Banners and/or the Banner Arms on the Lighting Facilities. Customer shall to the maximum extent permitted by law defend, indemnify, and hold harmless OUC, its officers, directors, and employees from and against all claims, damages, losses, and expenses, (including but not limited to fees and charges of attorneys or other professionals and court and arbitration or other dispute resolution costs) arising out of or resulting from disease or death of third parties (including OUC employees and agents), or damage to property caused by placement of Banners and the Banner Arms by the Customer on the Lighting Facilities.

[SIGNATURES APPEAR ON THE FOLLOWING PAGES]

NOW, THEREFORE the parties enter into this Agreement as of the dates of execution indicated below.

Signed, sealed and delivered in the presence of:

GREENEWAY	IMPROVEMENT

::ID

DISTRICT, a local unit of special purpose government established pursuant to Chapter 190, Florida Statutes.

Name:	,e;:;?

J

v,

Name: /k,
Title:	/Jt	&,   n 

STATE OF FLORIDA
COUNTY OF ORANGE	a--   }
_2  T e foregoing inst  ent was acknowledged before me thi day o
20 l7, by	•	5    as Chairman of the GREENEWA Y IMPROVEMENT

DISTRICT, a ocal unit of special purpose government established pursuant to Chapter 190, Florida Statutes, who is [ v1'Personally known to me or [ ] produc  e following identification: 	,and who did not take   th.

	LYNN SANDFORD	

'  g\
EXPIRES: MAR 11, 2013

if COMMISSION #D0856803

.	DFORD

c,	Bonded lllrough 1st State lnswance

Printed Name Below Signature My Commissio

..

Signed, sealed and delivered in the presence of:

FOR THE USE AND RELIANCE OF OUC ONLY: APPROVED AS TO FORM AND LE ALITY

STATE OF FLORIDA COUNTY OF ORANGE

ITIES COMMISSION

e	. Ksionek
al Manager & CEO

Attes

Title:	ASSISTANT  ECRETAAY

j

The foregoing instrument was acknowledged before me this 22..::<tay of ....:...  .,_.c::..,,""7f--" 2013 by Kenneth P. Ksionek, as General Manager and CEO of ORLANDO UTIL COMMISSION,	who is personally known to me or he has produced the foll identification: 		., and who d·o not take an oath.

Printed Name Below Signature

SCHEDULE 1 THE PROPERTY

LAUREATE BOULEVARD at UNIT IC

DESCRIPTION:

That part of Section 30, Township 24 South, Range 31 East, Orange County, Florida, described as follows:

Commence at the Southeast comer of LAUREATE PARK PHASE IA, according to the plat thereof, as recorded in Plat Book 75, Pages 124 through 132, of the Public Records of Orange County, Florida; thence N21°21'5l"W along the Easterly line of said LAUREATE PARK PHASE IA for a distance of 7.00 feet to the POINT OF BEGINNING; thence continue N21°21'5l "W along said Easterly line, 67.00 feet; thence departing said Easterly line run N68°38'09"E, 533.49 feet to the point of curvature of a curve concave Southerly having a radius of 1037.00 feet and a chord bearing ofN82°47'01"E; thence Easterly along the arc of said curve through a central angle of 28°17'43" for a distance of 512.12 feet to the point of reverse curvature of a curve concave Northerly having a radius of 1163.00 feet and a chord bearing of S88°52'38"E; thence Easterly along the arc of said curve through a central angle of 11°37'01" for a distance of 235.80 feet to a non-tangent line; thence S03°27'15"E, 67.01 feet to a point on a non-tangent curve concave Northerly having a radius of 1230.00 feet and a chord bearing of N88°50'37"W; thence Westerly along the arc of said curve through a central angle of 11°32'59" for a distance of 247.95 feet to the point of reverse curvature of a curve concave Southerly having a radius of 970.00 feet and a chord bearing of S82°47'01"W; thence Westerly along the arc of said curve through a central angle of28°17'43" for a distance of 479.03 feet to the point of tangency; thence S68°38'09"W, 533.49 feet to the POINT OF BEGINNING.

Containing 1.955 acres more or less and being subject to any rights-of-way, restrictions and easements of record.

SCHEDULE2

INITIAL  LIGHTING  PLAN

The Lighting Service shall include the installation, operation and maintenance of all lighting facilities as described below including poles, wires, fixtures and associated parts contained.

MATERIAL LIST

16ea-POLE ALUM 20' RND DIRECT BURIED BRONZE FINISH 4"OD TENON

TOP HAPCO # B25426 / OUC # 036-27508

16ea- LUMINAIRE 87W LED POST TOP GE BRONZE CONTEMPORARY STYLE GE# EPCTOB3412BRONZE I OUC # 036-23120

The storage of any material on site, installation of conduit and junction boxes are customer's responsibility, installed to OUC specifications. Customer must meet OUC specifications prior to installation. OUC will supply and install wiring within conduit.

12

SCHEDULE3

INITIAL PHASE UPGRADE COST PAYMENT TERMS

LIGHTING SERVICE FEES: RATE PER
MONTH		
Facilities Upgrade	$ 266.20	
Maintenance Upgrade	$	61.60	
Fuel and Energy Upgrade	$	0.00	
Total	$  327.80	
Initial invoice will be billed	for the full facilities upgrade, while maintenance, fuel, and	
energy will be billed proportionate to the quantity of energized lights.

ANNUAL RATE ADJUSTMENT

Taxes may be adjusted periodically.  The fees established in this Schedule 3 may be adjusted by OUC to reflect changes in electric rates, subject to review and approval by the Florida Public Service Commission. The rates for maintenance shall not change by more than three percent (3%) over the prior year's rate. The facilities upgrade portion of the Lighting Service Fees shall remain fixed for the term of this Agreement.

Nemours Parkway Phase 7

---THE SPACE ABOVE THIS LINE IS FOR RECORDING INFORMATION---

ASSIGNMENT OF SERVICE AGREEMENT FOR LIGHTING SERVICE For NEMOURS PARKWAY PHASE 7

THIS ASSIGNMENT OF SERVICE AGREEMENT F O R L I G H T I N G
S E R V I C E ("Assignment") is made and entered into as of the 	 day of
		, 20	 ("Transfer Date"), by Greeneway Improvement District, (the "Assignor") whose address is 8529 South Park Circle, Suite 330, Orlando, FL 32819 , and Midtown Improvement District, (the "Assignee") whose address is 12051 Corporate Blvd, Orlando, FL 32617, for services address 0 Nemours Pkwy, Orlando FL (“Service Address”).

W I T N E SSE T H:

Assignor and Orlando Utilities Commission, a municipal utility chartered under the laws of the State of Florida ("OUC"), entered into that certain Service Agreement for Lighting Service dated May 23, 2019 (“Agreement”) for the Service Address.

Agreement was recorded in the Public Records of Orange County and was assigned public records document number 20190350196.

Assignor has provided to Assignee a copy of the Agreement (and any applicable amendments to same).

Assignor desires to assign its interests, rights, duties and obligations in and to the Agreement as of the Transfer Date, and Assignee desires to accept the assignment of Assignor's interests, rights, duties and obligations in and to the Agreement as of the Transfer Date.

NOW, THEREFORE , FOR GOOD AND VALUABLE CONSIDERATION, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

As of the Transfer Date, Assignor hereby assigns and transfers unto Assignee all of its right, title, claim, interests, duties and obligations, if any, in, to and under the Agreement.
As of the Transfer Date, Assignee hereby assumes the foregoing assignment of the Agreement and agrees to assume and perform all duties and obligations under the Agreement.
In the event of any litigation between Assignor and Assignee arising out of the obligations of the parties under this Assignment or concerning the meaning or interpretation of any provision contained herein , the losing party shall pay the prevailing party's costs and expenses of such litigation, including, without limitation, reasonable attorneys ' fees and expenses. In addition to the foregoing award of attorney's fees to the prevailing party, the prevailing party in any lawsuit arising out of or concerning this Assignment shall be entitled to its reasonable attorneys' fees incurred in any post-judgment proceedings to collect or enforce the judgment. This provision is separate and several and shall survive the merger of this Assignment into anyjudgment on this Assignment.
This Assignment shall be binding on and inure to the benefit of the parties herein, their successors and assigns.
This Assignment shall be governed by and construed in accordance with the laws of the State of Florida.

This Assignment may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same Assignment.
Assignor and Assignee agree to cooperate with each other in regard to notifying governmental agencies and executing any additional documentation requested by said governmental agencies to register and establish the rights and obligations of the Assignee or its designee(s).

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGES TO FOLLOW.]

THIS ASSIGNMENT has been executed the day and year set forth above for NEMOURS PARKWAY PHASE 7.

Signed, sealed and delivered in the
presence of:	“ASSIGNOR”

GREENEWAY IMPROVEMENT DISTRICT a
Witness	Florida a local unit of special purpose government

Print Name

By:	 Name:	

Witness	Title:	

Print Name

STATE OF	 COUNTY OF 	

Date:	

The	foregoing	instrument	was	acknowledged	before	me	this			day  of
	, 20   by 	 as
	 of	GR	EENEWAY IMPROVEMENT DISTRICT.	He/She who is	
personally	known	to	me	or	who	has	produced	 		as	
identification and who did take an oath.					

THIS ASSIGNMENT has been executed the day and year set forth above for NEMOURS PARKWAY PHASE 7.

Signed, sealed and delivered in the
presence of:	“ASSIGNEE”

MIDTOWN IMPROVEMENT DISTRICT, a
Witness	Florida and Florida Legislature

Print Name

By:	 Name:	

Witness	Title:	

Print Name

STATE OF	 COUNTY OF 	

Date:	

The	foregoing	instrument	was	acknowledged	before	me	this			day  of
	, 20   by 	 as
	 of MIDTOWN IMPROVEMENT DISTRICT.	He/She who is
personally known to me or who has produced 	 as identification and who did take an oath.

NOTARY PUBLIC SIGNATURE
Printed Name of Notary_	
(SEAL)	My Commission expires: 	

THIS ASSIGNMENT has been executed the day and year set forth above for NEMOURS PARKWAY PHASE 7.

The undersigned hereby joins and consents to the foregoing assignment from Assignor to Assignee and the recording of this Assignment in the Public Records of Orange County Florida.

Signed, sealed and delivered in the
presence of:	“OUC”
Orlando Utilities Commission, a statutory Commission under the laws of the State of
Witness	Florida

Print Name

By:	 Name:	

Witness	Title:	

Print Name

Date:	

Approved as to form and legality by OUC Legal Dept. Date:	By:

STATE OF	 COUNTY OF 	
The foregoing instrument was acknowledged before me this by means of ( ) physical presence or ( ) online notarization on this    day of 	, 20  by CLINT BULLOCK, as General Manager, CEO of ORLANDO UTILITIES COMMISSION, a Florida statutory commission, on behalf of said Commission.  He is personally known to me or has produced
	 as identification.

. .

OUCII
The Reliable One®

DOC# 20190350196
06/06/2019 12:33:03 PM Page 1 of 21
Rec Fee: $180.00 Deed Doc Tax: $0.00 DOR Admin Fee: $0.00
Intangible Tax: $0.00 Mortgage Stamp: $0.00 Phil Diamond, Comptroller Orange County FL
MB - Ret To: 6RLANDO UTILITIES COM COM
lll r	! lij mfll111

MASTER LIGHTING INSTALLATION, UPGRADE AND SERVICE AGREEMENT NEMOURS PARKWAY PHASE 7

(Orlando Utilities Commission/City of Orlando and Property Owner/Developer))

This Masrr Lighting Installation, Upgrade and Service Agreement ("Agreemenf') is entered into this f}hn day of JY)au  , 20.l9, by and between the ORLANDO UTILITIES COMMISSION, a statutory comm sion organized and existing under the laws of the State of
Florida, whose address is 100 West Anderson St., Orlando, Florida 32801 ("OUC"), and GREENEWAY IMPROVEMENT DISTRICT , a local unit of special-purpose government established to Chapter 190, Florida Statutes, whose address is 8529 South Parle Circle, Suite 330, Orlando, FL 32819 (the "Customer").

RECITALS

The Customer is an individual, business entity or governmental entity with the authority to enter into binding agreements for services on certain property which is located in central Florida and more specifically defined in Exhibit 1 attached hereto and incorporated in this Agreement by reference (the "Property").

The Customer desires to enter into this Agreement with OUC for the purpose of sharing with OUC and the City of Orlando (the "City") certain costs associated with lighting service for portions of the Property to be provided by OUC on behalf of the City by means of non-standard, upgraded lighting facilities.

The parties desire to enter into this Agreement so that costs to OUC associated with providing lighting services on the Property by means of upgraded lighting facilities can be allocated to the Customer over the term of the Agreement.

NOW THEREFORE, in consideration of the sums to be paid by the Customer to OUC, the mutual covenants and benefits contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by both the Customer and OUC, the Customer and OUC agree as follows:

. .

RECITALS.

The above Recitals are true and correct, and fonn a material part of this Agreement.

OUC DUTIES.

OUC shall provide lighting for certain public roadways streets and alleys within the Property as more specifically indicated in this Agreement. In order to provide such service, OUC shall do the following:

To the extent not specified in this Agreement as Customer's responsibility, OUC shall provide and install standard lighting facilities, or, where agreed by Customer herein to share the increased procurement and operating costs, lighting facilities which are of a higher quality and better appearance than the type of public lighting facilities approved for funding by the City and installed by OUC (the "Upgraded Lighting Facilities"), all in accordance with this Agreement, the Initial Lighting Plan (as defined below in Subsection 2.3) and OUC specifications. Such installation by OUC shall include: poles, wires, fixtures and other associated parts and materials; all necessary wiring within conduits; and, the interconnection of such lighting facilities to electrical service required to provide lighting output for the public roadways, streets and alleys in the Property. All such facilities, poles, wires, fixtures, associated parts and Upgraded Lighting Facilities (where agreed) shall be referred to together as the "Lighting Facilities".
OUC shall maintain and operate the Lighting Facilities (the "Maintenance Service") at no cost to Customer except for the Upgrade Costs (as defined in Section 3); and

OUC shall, to the extent permissible under applicable laws and regulations, provide electric service as necessary to operate the Lighting Facilities (the "Electrical Service") in accordance with OUC's published electric service tariffs.

The procurement and installation by OUC of the Lighting Facilities, the ongoing Maintenance Service and the Electrical Service are necessary to allow OUC to provide the lighting required by Customer on the Property and shall all be provided by OUC as elements of a single service to Customer and shall be collectively referred to herein as the "Lighting Service".

The Customer and OUC hereby acknowledge that the Property may be platted and developed in phases (each referenced individually as a "Phase"). The Lighting Facilities to be initially provided and installed by OUC under this Agreement are to allow OUC to provide Lighting Service for the initial Phase. Lighting Facilities for the initial Phase shall be located and installed as more particularly depicted in the lighting construction plans attached hereto as Exhibit 2 (the "Initial Lighting Plan"). Lighting Service for any subsequent Phases shall be implemented through subsequent, mutually agreed lighting plans for each such Phase. The Initial Lighting Plan and any lighting plans for any subsequent Phases are sometimes hereinafter collectively referred to as the "Lighting Plans" or singularly referred to as a "Lighting Plan". As any subsequent Phases of the of Property are platted and developed, addendums to this Agreement shall be executed and placed of record by OUC and the Customer for the purpose of

(a) depicting and describing the Lighting Plan agreed upon by OUC and the Customer with respect to such subsequent Phases, (b) evidencing any changes to the cost of Upgraded Lighting Facilities resulting from the addition of such subsequent Phases, and (c) specifying any variations in the Lighting Service which may be applicable to such subsequent Phases.

2.4	A condition precedent to OUC's obligation to provide the Lighting Service under this Agreement with respect to any Phase is that all of the following shall have occurred with respect to that Phase: (i) OUC's receipt of the Customer Road Notice (as defined in Section 3.6 below) for that Phase; (ii) Customer must complete installation of Customer Lighting Facilities for that Phase in compliance with OUC's required specification concerning the integrity and location of the Customer Lighting Facilities; and (iii) Customer must convey to OUC, or arrange for the conveyance by the party with authority to do so, any easements or right-of-way for that Phase (which are not otherwise included in the dedicated public roadway property) necessary to allow OUC to install, operate and maintain the Lighting Facilities (the "Service Conditions"). Installation of the Lighting Facilities for any subsequent Phases shall be made only when the Service Conditions, for such subsequent Phase have been met.

CUSTOMER DUTIES.

The Customer shall, at its sole cost and expense, provide and install the conduits, pole bases and junction boxes which may be required for the provision of the Lighting Service (collectively, the " Customer Lighting Facilities"), in such locations as more particularly set forth in the applicable Lighting Plans for each Phase. For purposes of the ongoing duties and rights of the Parties during the Term of this Agreement, after the initial installation of Customer Lighting Facilities by Customer and acceptance by OUC, the Customer Lighting Facilities shall be treated as if included within the definition of Lighting Facilities for that Phase.

The Customer shall grant OUC all easements or provide for right-of-way dedications (not otherwise included in the dedicated public roadway property) which are necessary to allow OUC to provide the Lighting Service. The Customer shall ensure that OUC has unobstructed access to the Lighting Facilities, including, without limitation, trimming trees that may either obstruct the light output from the Lighting Facilities or that may obstruct or otherwise prevent OUC from providing the Lighting Service. OUC will use reasonable efforts to notify Customer of any obstructions that are preventing maintenance or operation of the Lighting Facilities, but OUC shall not have the right nor the obligation to trim any trees or otherwise remove any objects obstructing the light output from the Lighting Facilities or obstructing or otherwise preventing OUC from providing the Lighting Service as contemplated in this Agreement. The Customer and OUC hereby acknowledge that the Lighting Facilities which shall be installed by OUC in accordance with the Lighting Plans and (if applicable) subsequent Plans shall be located either
(a) in roadways, streets, alleys or any combination of thereof which have been dedicated to the public pursuant to a plat, or (b) in the any pedestrian or utility easements adjacent to the roadways which are dedicated to the public pursuant to the respective plat for each Phase.

The parties acknowledge that the Customer has requested, and OUC has agreed to procure and install Upgraded Lighting Facilities. The specifications for the Upgraded Lighting Facilities for

. .

the Units are more particularly described on Exhibit 2 attached hereto and incorporated herein by this reference. The Customer shall pay to OUC the Upgrade Cost associated with the initial Phase of the Property development in the amount set forth in Exhibit_3, attached hereto and incorporated herein by this reference, in accordance with Section 4 below. The parties agree that the Upgrade Cost as set forth in Exhibit 3 includes all of the following additional costs associated with providing Lighting Service by means of Upgraded Lighting Facilities, but only within the initial Phase and for the initial Tenn:

The amount by which the cost of the procurement and installation by OUC of the Upgraded Lighting Facilities exceeds the cost of the procurement and installation by OUC of the customary style and grade of Lighting Facilities which would have otherwise been installed by OUC at the sole cost and expense of the City within the initial Phase of development on the Property, absent the Customer's upgrade request (the "Facilities Upgrade Cost").

The amount by which the cost of the Maintenance Service for the Upgraded Lighting Facilities exceeds the cost of the Maintenance Service for the customary Lighting Facilities which would have otherwise been installed by OUC, absent the Customer's upgrade request (the "Maintenance Upgrade Cost").

The amount by which the cost of the Electrical Service for the Upgraded Lighting Facilities exceeds the cost of the Electrical Service for the customary style and grade of Lighting Facilities which would have otherwise been installed by OUC, absent the Customer's upgrade request (the "Electrical Upgrade Cost").

During the Term of this Agreement, the Customer shall promptly notify OUC of any Lighting Facilities in need of service by calling (407) 737-4222.

The Facility Upgrade Cost, Maintenance Upgrade Cost and Electrical Upgrade Cost (together, referred to in total as the "Upgrade Cost") with respect to any subsequent Phases and the payment terms relating to the same, shall be agreed upon by the parties and specified in addendums to this Agreement relating to such subsequent Phase.

The Customer shall identify in writing to OUC for each Phase (the "Customer Road Notice") the public roadways, streets and alleys in each Phase which have been platted and developed and within which the Customer Lighting Facilities have been installed and which are eligible and prepared from time to time for Lighting Service in accordance with this Agreement. Prior to delivery by the Customer to OUC of the Customer Road Notice, the Customer and OUC shall mutually agree upon the location of Lighting Facilities to be installed.

TERMS OF PAYMENT.

Customer shall make payment of the Upgrade Costs in accordance with the Exhibit 3 to this agreement. OUC will invoice Customer on a monthly basis and Customer shall make payment by the due date indicated on the invoice. If the Customer fails to pay any installment(s) of the Upgrade Cost by the due date of such payment or otherwise makes payment in a manner

inconsistent with the Orlando Utilities Commission's Administrative Policy Manual, as amended from time to time (the "Manual"), OUC may resort to any available remedy at law or equity, including discontinuation of the Lighting Service and termination of this Agreement with respect to any and all Phases then being served by OUC.

OUC shall be entitled to make an annual adjustment to the Upgrade Cost ofup to three percent (3%) per year, exclusive of fuel and energy charges. Fuel and energy charges shall be based on the then applicable OUC tariff rates filed with the Florida Public Service Commission, as may be amended from time to time. Any such adjustments made by OUC shall be made by written notice to Customer setting forth the new rates and associated revisions to the Upgrade Cost (the "Increase Notice"). The Increase Notice must be received by the Customer thirty (30) days prior to the effective date of said annual adjustment.

The parties agree that the Customer shall be responsible for the payment of any sales, use, excise and other taxes (to the extent that OUC would otherwise be liable for same) that may apply to, or be imposed upon, the Facilities Upgrade Cost, the Maintenance Upgrade Cost or the Electrical Upgrade Cost or all of them. Furthermore, the parties agree that Facilities Upgrade Cost to be paid by the Customer to OUC pursuant to the terms of this Agreement is exclusive of all sales, use, excise, gross receipts or similar taxes or impositions, now due or as may be hereinafter assessed. Customer recognizes and agrees that it is ultimately responsible for the payment of all sales, use, excise, gross receipts and other taxes that may apply to, or be imposed upon, the transaction that is the subject of this Agreement, if any, irrespective of when such taxes may be charged or assessed against OUC. Any non-collection or non-assessment of such taxes by OUC contemporaneously with the occurrence of the transaction shall not waive, release or diminish Customer's ultimate responsibility for the payment thereof, irrespective of whether such taxes are later charged or assessed by applicable taxing authority(ies). Notwithstanding anything to the contrary, the Customer shall be entitled to any tax exemptions to which it may be entitled to from time to time as provided under Florida law.

MUTUAL AGREEMENTS.

OUC, while exercising reasonable diligence at all times to furnish the Lighting Service hereunder, does not guarantee continuous Lighting Service and will not be liable for damages for any interruption, deficiency or failure of said Lighting Service, and reserves the right to reasonably interrupt said Lighting Service for necessary repairs to the Lighting Facilities, and to OUC lines and equipment. Notwithstanding any other provision of this Agreement, in no event shall OUC have any liability to Customer under this Agreement, whether based in contract, in tort (including negligence and strict liability) or otherwise, for: (a) any special, incidental, indirect, exemplary or consequential damages; (b) damages with respect to costs of capital, costs of replacement power, loss of profits or revenues, or loss of use of plant or equipment, irrespective of whether such damages may be categorized as direct, special, consequential, incidental, indirect, exemplary or otherwise.

This Agreement may only be amended in writing, and such amendment must be executed with the same degree of formality as this Agreement.

OUC shall, at the request of the Customer, relocate the Lighting Facilities if provided sufficient rights-of-way or easements to do so. The Customer shall be responsible for payment of all reasonable costs and expenses associated with any relocation of the Lighting Facilities requested by the Customer.

OUC may at any time substitute bulbs in any luminaire/lamp installed hereunder, each such substitute bulb to be the same color and to have at least equal illuminating capacity and energy efficiency as the bulb replaced thereby.

OUC shall be responsible to repair or replace and assumes all risk ofloss for any damage to any Lighting Facilities; provided, however, that notwithstanding the foregoing, the Customer hereby assumes all responsibility for the costs necessary to repair or replace any Lighting Facilities (i) that have been damaged due to the willful misconduct or gross negligence of an employee, agent, invitee, license or contractor of the Customer and (ii) for any damage to
Lighting Facilities by the Customer's employees, agents, invitees, licenses or contractors, which Lighting Facilities are put in place in Phases during the time when active construction by
Customer is still ongoing. Upon completion of such construction activities by the Customer, risk ofloss shall shift back to OUC except as set out in 5.5(i) above. Title to the Lighting Facilities, shall remain with OUC at all times. Customer shall not possess or have any direction or control over the physical operation of the Lighting Equipment and the possession of the Lighting Equipment and the direction and control of the physical operation of Lighting Equipment shall be vested exclusively with OUC. Notwithstanding anything herein to the contrary, the parties shall be entitled to any sovereign immunity defenses to which it may be entitled, and the parties do not in any way expand or waive limitations of liability afforded to the parties by virtue of their sovereign immunity.

Customer's obligations under this Agreement may not be assigned to a third party except with the written consent ofOUC. No such permitted assignment shall relieve the Customer of its obligations hereunder until such obligations have been assumed by written agreement reasonably acceptable to OUC by any such permitted assignee and (if required by OUC) appropriate security for the payment obligations of the Customer under this Agreement has been provided by such entity.

This Agreement shall be governed and construed under the internal laws of the State of Florida. This Agreement supersedes all previous agreements or representations, either written, oral or otherwise between the Customer and OUC with respect to the Lighting Service, and constitutes the entire agreement between the parties relative to the provision by OUC of the Lighting Service. This Agreement does not create any rights or provide any remedies to third parties or create any additional duty, obligation or undertakings by OUC to third parties.

The Electrical Service provided by OUC to the Customer in accordance herewith shall be subject to the procedures and policies described in the Manual. The Manual is on file with OUC. Copies of the Manual may be obtained by the Customer upon written request to OUC. Such policies and procedures shall be applied with respect to Electrical Service to the Property by

OUC with the same interpretation, force and effect as applied to other customers of OUC from time to time subject to the Manual.

The parties hereby agree that OUC shall retain title to the Lighting Facilities during the Tenn and after this Agreement terminates. Upon any default by the Customer hereunder which shall remain uncured thirty (30) days after receipt by the Customer of OUC's written notice to the Customer of the same, OUC shall have the right to enter upon Property where the Lighting Facilities are located to remove the Lighting Facilities. In such case, OUC shall be entitled to take possession of any or all items of the Lighting Facilities. In the event of any default hereunder by the Customer, and the expiration of any applicable grace or cure periods, the Customer shall be responsible for the cost of removing the Lighting Facilities, with such work to be done by OUC and billed to the Customer.

The Customer shall keep the Lighting Facilities free and clear of all levies, liens, and encumbrances imposed by or through the Customer. The Customer shall not lease, sublease, mortgage, or otherwise encumber, remove, or suffer to be removed any of the Lighting Facilities and shall not without OUC's permission permit any party other than OUC to operate or maintain the Lighting Facilities.

This Agreement shall inure to the benefit of, and be binding upon the successors and permitted assigns of the Customer and OUC.
The "Effective Date" of this Agreement shall be the date on which the last of Customer and OUC have executed this Agreement. This Agreement shall have a term of twenty (20) years for each Phase for which Lighting Services are provided by OUC (the 20 year period shall be referred to as the "Term" for each Phase). The Term for the initial Phase shall begin when the installation of the Lighting Equipment is finally completed and the Customer is first billed for the Lighting Service based on operation of the full compliment of Lighting Equipment to be provided under this Agreement for that Phase. Prior to the beginning of the Tenn for the initial Phase, the Customer may request in writing to OUC that Lighting Facilities be energized for operation as completed by OUC rather than waiting for the Term to begin for that particular Phase. In such case, ifOUC agrees that operating those Lighting Facilities does not create a safety issue or impede installation of the remaining Lighting Facilities, then OUC will energize Lighting Facilities as they are completed. OUC shall begin invoicing for Lighting Services as provided under this Agreement prior to the start of the Term. Such billing shall be based on an
adjusted Upgrade Cost for each billing period prior to the beginning of the Term, with such adjusted Upgrade Cost calculated based the proportion of Lighting Facilities in service during that billing period to the total number of Lighting Facilities on which the Upgrade Cost has been calculated by OUC for that Phase ("Proportional Upgrade Cost"). In the event that an installation of Lighting Equipment is to be provided by OUC in several Phases, Lighting Services for each Phase completed shall have its own Tenn under this Agreement. As with the initial Phase, the Customer may request interim operation of Lighting Facilities as they become energized and OUC shall bill based on the Proportional Upgrade Cost for those Lighting Facilities prior to the start of the Term for that Phase in the same manner as described above for the initial Phase. The Term for each such additional Phase shall begin when installation of the Lighting Equipment for

that subsequent Phase is finally completed and the Customer is first billed for the Lighting Service based on the operation of the full compliment of Lighting Equipment that is to be provided under that Phase.
[OPTIONAL PARAGRAPH FOR BANNER ARMS] The Customer shall have the right, from time to time as the Customer shall deem appropriate, to hang banners, signs, flags and holiday decorations (collectively the "Banners") from banner arms to be attached by the Customer to the Lighting Facilities; provided, however, that same shall comply in all respects with applicable laws and regulations. Said banner arms shall be of the type and size consistent with the wind loading capabilities of the Lighting Facilities and shall be pre-approved by OUC (the "Banner Arms"). The Customer shall be responsible for acquiring, installing and maintaining all the Banner Arms. The Customer shall be responsible to repair or replace (and assumes all risk of loss) for any damage to any Banner Arms. Notwithstanding anything herein to the contrary, in the event the Lighting Facilities are damaged by the Banners or the Banner Arms the Customer shall be liable to OUC for said damage. OUC shall not be liable for any permits, fees or liabilities (of whatever kind or nature) related to the Banner Arms or the Banners placed thereon, including but not limited to the content of Banners. Notwithstanding anything herein to the contrary, the parties agree that OUC shall not be liable for any claim, demand, liability, judgment, action or right of action, of whatever kind or nature, either in law or equity, arising from or by reason of any type of liability including but not limited to contractual liability, bodily injury or personal injuries, death, or occurrence due to placement of the Banners and/or the Banner Arms on the Lighting Facilities. Customer shall to the maximum extent permitted by law defend, indemnify, and hold harmless OUC, its officers, directors, and employees from and against all claims, damages, losses, and expenses, (including but not limited to fees and charges of attorneys or other professionals and court and arbitration or other dispute resolution costs) arising out of or resulting from disease or death of third parties (including OUC employees and agents), or damage to property caused by placement of Banners and the Banner Arms by the
Customer on the Lighting Facilities.

NOW, THEREFORE the parties enter into this Agreement as of the dates of execution indicated below.

Signed s in

GREENEWAY IMPROVEMENT
DISTRICT, a local unit of special purpose government established pursuant to Chapter 190, Florida Statutes  Tax ID: 050561077

By:
Name: 12\Chqi,a  (-i

Title:	

vYl_ti_f(		_

Date:	

STATE OF FLORIDA COUNTY OF ORANGE
e foregoing i_vstrument was acknowledged before me this l ayoflY\lltC\'\ 201 ,
by	YCi1	.	-	n f	() 	t	---	of	tife
who is IX] personally known to me or [ J

I

produced the following identification:	, and who did not talq: an
oath.
v		J>		.

Notary Public	{/\	.,	·
P"ri'nted Name BeloLw .Sigrnantuwre u;n
\nQ\I DU  1JJ2.-
My Commission Expires	\

9

Signed, sealed and delivered IJ,,a1'1\1:>resence of:

ORLANDO UTILITIES COMMISSION

By	".3u.ij
Clint Bullock
General Manager & CEO

	1  )

FOR THE USE AND RELIANCE OF OUC ONLY: APPROVED AS TO FORM AND LEGALITY
ili

Title: ASSISTANT SECRETAA'i

Date:	 N\°::::t_...,.  ,_1
\	'

d-_o_tC, 

Date:	v\-:i?::,\ \9

STATE OF FLORIDA

COUNTY OF ORANGE
The foregoing instrument was acknowledged before me this by	of

mm  '

20J:1, by Clint Bullock, as:fi al. Manager and CEO of ORLANDO UT	TIES COMMISSION, who is [	· own to me or [ J produced the following identification:

d who did not take an oath.

Notary Public
\-JTo A  A  ;Ji\	i'O,,xP(t 5:,
Printed Name	eloSignature
)1	/olti
MyCssion  Expires	'

EXHIBIT 1 THE PROPERTY

See attached description and sketch

11

1 ..
...

LAKE NONA SOUTH NEMOURSPARKWAYPHASE7
BCID and GID Portions
(ROAD PORTION - EXCLUDING LIFTSTATION)

DESCRIPTION:

That part of Section 25, Township 24 South, Range 30 East and Section 30, Township 24 South, Range 31 East, Orange County, Florida, described as follows:

BEGIN at the Southeast Comer of Nemours Parkway, according to the plat of NEMOURS PARKWAY AT LAKE NONA PHASE 1, as recorded in Plat Book 73, Pages 78 through 80, of the Public Records of Orange County, Florida; thence NI I023'49"W along the Easterly line of said plat of NEMOURS PARKWAY AT LAKE NONA PHASE 1, for a distance of 30.00 feet to the Northerly line of lands described in Official Records Document Number 20160591806, of the Public Records of Orange County and a point on a non-tangent curve concave Northerly having a radius of 3030.00 feet and a chord bearing of N75°23'19"E; thence departing said Easterly line of said plat of NEMOURS PARK.WAY AT LAKE NONA PHASE 1 run Easterly along said Northerly line and the arc of said curve through a central angle of 06°25'44" for a distance of 339.99 feet to the point of tangency; thence N72°10'27"E along said Northerly line,
55.07 feet; thence N00°00'16"W along said Northerly line, 94.54 feet to the Southeast comer of Lot 1, NEMOURS CHILDREN'S HOSPITAL, according to the plat thereof as recorded in Plat Book 73, Pages 81 through 83, of the Public Records of Orange County, Florida; thence departing said Northerly line run N72°10'27"E along the Northeasterly prolongation of the Southerly line of said Lot 1, for a distance of 22.22 feet; thence departing said Northeasterly prolongation run N13°52'07"W, 2.00 feet; thence N72°10'27"E, 146.09 feet to the point of curvature of a curve concave Southerly having a radius of 1537.45 feet and a chord bearing of N78°46'26"E; thence Easterly along the arc of said curve through a central angle of 13°12'00" for a distance of 354.20 feet to the point of tangency; thence N85°22'26"E, 121.00 feet to the point of curvature of a curve concave Southerly having a radius of 1637.00 feet and a chord bearing of S87°13'33"E; thence Easterly along the arc of said curve through a central angle of 14°48'01" for a distance of 422.86 feet to the point of tangency; thence S79°49'33"E, 195.92 feet to the point of curvature of a curve concave Southerly having a radius of 1037.00 feet and a chord bearing of S73°58'29"E; thence Easterly along the arc of said curve through a central angle of 11°42'08" for a distance of 211.80 feet to the point of reverse curvature of a curve concave Northerly having a radius of 963.00 feet and a chord bearing of S74°50'11"E; thence Easterly along the arc of said curve through a central angle of 13°25'32" for a distance of 225.65 feet to the point of tangency; thence S81°32'57"E, 343.56 feet to the point of curvature of a curve concave Southerly having a radius of 1037.00 feet and a chord bearing of S74°16'27"E; thence Easterly along the arc of said curve through a central angle of 14°33'00" for a distance of 263.34 feet to the point of reverse curvature of a curve concave Northerly having a radius of 588.00 feet and a chord bearing of N89°31'07"E; thence Easterly along the arc of said curve through a central angle of 46°57'53" for a distance of 481.98 feet to the point of tangency; thence N66°02'10"E, 121.31 feet to the Westernmost comer of Nemours Parkway, according to the plat of LAUREATE PARK PHASE 7, as recorded in Plat Book 90, Pages 7 through 32, of the Public Records of Orange County, Florida; thence S23°57'50"E along the Westerly line of said plat of LAUREATE PARK PHASE 7 for a distance of 79.00 feet; thence departing said Westerly line run S66°02'10"W, 121.31 feet to the point of curvature of a curve concave Northerly having a radius of 667.00 feet and a chord bearing of S89°3 l '07"W; thence Westerly along the arc of said curve through a central angle of
C:\Users\odone33l \AppData\Local\Microsoft\Windows\INetCache\Content0utlook\02ZENIX2\SLl5376desc (Nemours Parkway Phase 7 - BCID GID Road Portions).doc Reference CS# l 6-204(C) and l6-204(0)(.001)-Created on 7/20/2018 1:11:00 PM - Last printed 8/23/2018 3:05:00PM
Page 1 of2

""··	46°57'5311 for a distance of 546.73 feet to the point of reverse curvature of a curve concave
···southerly having a radius of 958.00 feet and a chord bearing ofN74°16'27"W; thence Westerly along the arc of said curve through a central angle of 14°33'0011 for a distance of243.28 feet to the point of tangency; thence N81°32'5711W, 343.56 feet to the point of curvature of a curve concave Northerly having a radius of 1042.00 feet and a chord bearing ofN74°50'11"W; thence Westerly along the arc of said curve through a central angle of 13°25'32" for a distance of244.16 feet to the point of reverse curvature of a curve concave Southerly having a radius of 958.00 feet and a chord bearing of N73°58'2911W; thence Westerly along the arc of said curve through a central angle of 11°42'08" for a distance of 195.66 feet to the point of tangency; thence N79°49'3311W, 195.92 feet to the point of curvature of a curve concave Southerly having a radius of 1558.00 feet and a chord bearing of N86°34'1911W; thence Westerly along the arc of said curve through a central angle of 13°29'3l II for a distance of 366.88 feet to the point of compound curvature of a curve concave Southerly having a radius of 774.00 feet and a chord bearing of S79°25'4111W; thence Westerly along the arc of said curve through a central angle of 14°30'2911 for a distance of 195.99 feet to the point of tangency; thence S72°10'2711W, 446.49 feet; thence N13°52'0711W, 2.00 feet; thence S72°10'2711W, 97.58 feet to the point of curvature of a curve concave Northerly having a radius of 3065.00 feet and a chord bearing of S75°23'1911W; thence Westerly along the arc of said curve through a central angle of 06°25'4411 for a distance of 343.92 feet to a non-tangent line; thence Nl 1°23'4911W, 5.00 feet to the POINT OF BEGINNING.

AND

That part of Section 25, Township 24 South, Range 30 East, Orange County, Florida, described as follows:

Commence at the Southeast Comer of Nemours Parkway, according to the plat of NEMOURS PARKWAY AT LAKE NONA PHASE 1, as recorded in Plat Book 73, Pages 78 through 80, of the Public Records of Orange County, Florida; thence Nl 1°23'4911W along the Easterly line of said plat of NEMOURS PARKWAY AT LAKE NONA PHASE 1, for a distance of 30.00 feet to the POINT OF BEGINNING; thence continue NI I 023'4911W along said Easterly line, 90.00 feet to the Southerly line of Lot 1, NEMOURS CHILDREN'S HOSPITAL, according to the plat thereof as recorded in Plat Book 73, Pages 81 through 83, of the Public Records of Orange County, Florida and a point on a non-tangent curve concave Northerly having a radius of 2940.00 feet and a chord bearing ofN75°23'1911E; thence Easterly along said Southerly line and the arc of said curve through a central angle of 06°25'4411 for a distance of 329.89 feet to the point of tangency; thence N72°10'27"E along said Southerly line, 84.01 feet to the Southeast comer of said Lot 1 and a point on the Northerly line of lands described in Official Records Document Number 20160591806, of the Public Records of Orange County, Florida; thence departing said Southerly line run the following three (3) courses and distances along said Northerly line: S00°00'16"E, 94.54 feet; S72°10'2711W, 55.07 feet to the point of curvature of a curve concave Northerly having a radius of 3030.00 feet and a chord bearing of S75°23'19"W; thence Westerly along the arc of said curve through a central angle of 06°25'4411 for a distance of
339.99 feet to the POINT OF BEGINNING.

Being subject to any rights-of-way, restrictions and easements of record.

C:\Users\odone33l \AppData\Local\Microsoft\Windows\lNetCache\Content.Outlook\O2ZENIX2\SLI S376dcsc (Nemours Parkway Phase 7 - BCID GID Road Portions).doc Reference CS# 16-204(C) and 16-204(0) (.001)-Created on 7/20/2018 1:11:00 PM - Last printed 8/23/2018 3:05:00 PM
Page2 of2

This Sketch of Description does not depict any easements of record that may be within or adjoining the lands described hereon.

SKETCH OF DESCRIPTION

NOT PLATim
	SECTION 24--24--30	
SECTION 25-24-30

SEE SHEETS 1 - 3 f"OR SKETCH.
SEE SHEET 4 f"OR L£GAL DESCRIPTION, NOTES AND L£GEND.

A

EAST LINE LOT 1	Jm

I

I

IJNE TAIi.£ (MS SHEET ON.V)	
NUMBER	BEARING	DISTANCE	
L1	N11'23'48"W	120.00'	
L2	N72"10'2TE	84.01'	
L3	N72"10'2TE	22.22'	
L4	N13VoTW	2.00'	
1.5	N72"10'2TE	148.011'	
L14	S72'10'27"W	448,41'	
L1S	N13V07"W	2.00'	
L18	sni0'27"W	M.78'	
L17	N00"00'1S-W	131.30'	

NEMOURS CHILDREN'S	1

(PROPOSED) TRACT OS-1 NOT PLATIED

North

HOSPITAL
(PO ,	PGS .,...,)

I  n. I

Scale: 1· •  200'

-a- I

1lil!

l

LOT1
.	NEMOURS CHILDREN'S HOSPITAL
(PLAT BOOK 73, PAGES 81-83)

SOUTHEAST CORNER Of'
LOT 1 NEMOURS CHILDREN'S HOSPITAL (PB 73, PGS 81-83)

ml 1z5
I
NORTHEASTERLY PROLONGATION Of' THE SOUTHERLY LINE Of LOT 1 NEMOURS CHILDREN'S
HOSPITAL {PB 73, PGS 81-83)
C2

NOT PLATTED

---	--

SOUTHERLY PROLONGA110N Of' lHE EAST LINE LOT 1 NEMOURS CHILDREN'S HOSPITAL
(PS 73, PGS 81-83)

aJR TAIi.£ (ntS SHEET ONLV)	
NUMBER	RADIUS	DELTA	LENG1H	CHORD	QtORD G	
C1	2940.00'	8'2S'44.	321.811'	3211.72'	N7S'23'18"t	
C2	1S37.4S'	13,2•00·	JM.20'	JM.42'	N78"48°28"t	
C13	774.00'	14'30'21·	111S.N'	18S.41'	579'2&'41-W	

POINT OF COMM£NC£M£NT
SE CORNER NEMOURS PARKWAY, NEMOURS PARKWAY AT LAKE NONA PHASE 1. PS 73, PGS 78-80

PREPARED f'OR:

BY

DATE

LAK£ NONA LAND COMPANY, LLC
LAKE NONA SOUTH
NEMOURS PARKWAY PHASE 7 - GID PORTION OUC LIGHTING AGREEMENT

DONALD W. MclNTOSH Assoc1ATES, INC.
ENGINEERS	PLANNERS	SURVEYORS
2200 PARK AVENUE NORTH, WINTER PARK, FLORIDA 32789 (407) 644-4068
CERTIF"lCA l£ OF" AUTHORIZA TlON NO. LB68

TOSH ASSOCIAlES. INC. THORIZATION NO. L868

Robert "T)ler" ears	October 04, 2018
Florida Rec.;ite	Surve)'O( and Mapper
Certificate No. 6950

DRAWN BY: RTS	 CHECKED BY:lUS._	JOB NO.		SCALE DATE: 10/201B	DATE: 10/2018		16106	1•-200•

SHEET_--'---­
QF	4'--_

NOT VALID WITHOUT THE SIGNATURE AND THE ORIGINAL RAISED SEAL OF A f'LORIDA LICENSED SURVEYOR AND MAPPER.

Printed:  Thu 04-0ct-2018 - 10: 44AM
F:\Proj2016\16106\Sdwv\NAW88\aocl\CSf 16-204(N) Nemours Parkway Phase 7 GID Portion L.Jvhtlng Agr-,ient.dwg

CS, 16-204(N)

This Sketch of Description does not depict any easements of record that may be within or adjoining the lands described hereon.

SKETCH OF DESCRIPTION
SEE SHEETS 1 - 3 FOR SKETCH.

LINE TABU: (1HIS SHEET OIU)	
NUl&R	BEARING	DISTANCE	
Le	N115'22'2fJ"E	121.00'	
L7	579•41'Jn	19&.12'	
LI	Sl1"32'57"E	343.58'	
L12	N81'32'57"W	343.58'	
L13	N79"49'33"W	19&.12'	

SEE SHEET 4 FOR LEGAL DESCRIPTION, NOTES AND LEGEND.

•Nor th

Sode: 1· •  200·

 PC	 C3	

PCC	C12

NOT PLATTEO

NOT PLATTED

CUIM TABU: (lllS SHEET ONL'W)	
NUl&R	RADIUS	DELTA	LENG1H	CHORD	CHORD BEARING	
C3	1837.00'	14'48'01·	422.811'	421.18'	S87i3'33"E	
C4	1037.00'	11'42'08"	211.80'	211.43'	S73'S8'29"E	
C5	913.00'	13'25'32·	225.115'	225.13'	S74"S0'11"E	
C10	1042.00'	13'25'329	244.11'	243.10'	N74"S0'11"W	
C11	158.00'	11•42'or	19&.II'	19&.32'	N73V29"W	
C12	1558.00'	13'29'31•	311.88'	311.03'	N811'34'19"W	
C13	n4.00'	14"30'29•	19&.99'	196.41'	S79'25'41·w	

NI

PREPARED FOR: LAKE NONA LAND COMPANY, LLC

LAKE NONA  SOUTH  -  NEMOURS PARKWAY PHASE 7 -  GID  PORTION  OUC LIGHTING  AGRffMENT

I

DONALD W. MclNTOSH Assoc1A TES. INC.
ENGINEERS	PLANNERS	SURVEYORS
2200 PARK AVENUE NORTH, WINTER PARK, FLORIDA 32789 (407) 644-4068 CERTlflCATE OF AUTHORIZATION NO. LB68

DRAWN BY: RTS
DATE: 10/2018

CHECKED BY:.LUS_	JOB NO.		SCALE	SHEET_2-=--- DATE:	10/2018		16106	1•-200•		OF	4

Printed:  lhu 04-0ct-2018 - 10: 44AM
F': \ProJ2016\16106\Sdwv\NAW88\eod\CSf 16-204(N) Nemours Parkway Phoae 7 GID Portion Li9htlng Agreement.dwg

CS, 16-204(N)

This Sketch of Description does not depict any easements of record that may be within or adjoining the lands described hereon.

SKETCH	OF DESCRIPTION

SEE SHEETS 1 - 3 FOR SKETCH.
SEE SHEET 4 FOR LEGAL DESCRIPTION, NOTES ANO LEGEND.

LINE TAII.E (lHIS SHEET OHLY)	
NUl&R	BEARING	DISTANCE	
LI	Sit "32'57"E	343.58'	
UI	Nee'02'1n	121,31'	
uo	S2J'5T&n	79.00'	
L11	SMV2'10"W	121.31'	
L12	N81'32'arw	343.58'	

I
NOT PLATTm

•Nor th
Scde: 1· •  200'

NOT PLATTED

CUfM: TABLE (1HIS SHEET OHLY)

	C7	
NOT PLATTED

ca

NUMSER	RADIUS	DELTA	lDIC1H	OHR)	afORD BEARING	
ce	1037.00'	14"33'00"	263.34'	2e2.aJ'	S74"11'27"E	
C7	588.00'	41"5T53•	481.98'	418.10'	Net'J1'0,■E	
ce	ee1.00'	41'5T5J"	541.73'	531.55'	588"31'0,■W	
C8	951.00'	14"33'00"	243.28'	242.83'	N74"11'2N	

PREPARED FOR: LAKE NONA LAND COMPANY, LLC
LAKE NO-NA SO1UTH  -  NEMOURS PARKWAY PHASE 7  -  GID PORTION  OUC LIGHTING  AGREEMENT
1	DONALD W. MclNTOSH	Assoc1ATEs,   1Nc.
ENGINEERS	PLANNERS	SURVEYORS
2200 PARK AVENUE NORTH, WINTER PARK, FLORIDA 32789 (407) 644-4068
CERTIFICAlE Of" AU1HORIZATION NO. LB68	
DRAWN BY: R1S	CHECKED BY:	JOB NO.	SCALE	SHEET_ J 	
DATE: 10/2018	DATE:  10/2018	16106	1•-200'	OF	4	

Printed:  Thu 04-0ct-2018 - 10:45AM
F:\Proj2016\16106\Sdwg\NAW88\aod\CS, 16-204(N) Nemou111 Parkway Phase 7 GID Portion Lighting Agr..nenld1r9

CS, 16-204(N)

DESCRIPTION:

SKETCH	OF DESCRIPTION

	PREPARED FOR: LAKE NONA LAND COMPANY, LLC
LAK£ NONA SOUTH  -  NEMOURS PARKWAY PHAS£ 7 - GID  POR110N  OUC UGH11NG  AGR££M£NT
DONALD W. MclNTOSH Assoc1ATEs. INC.
ENGINEERS	PLANNERS	SURVEYORS
2200 PARK AVENUE NORTH, WINTER PARK, FLORIDA 32789 (407) 644-4068
CERTlrlCA TE or AUTHORIZATION NO. LB68	
	DRAWN BY: RTS
DATE: 10/2018	CHECKED BY:.BlS......
DATE:  10/2018	JOB NO.	SCALE	SHEET_-'4 
16106	N/A	OF	4	

SEE SHEETS 1 - 3 FOR SKETCH. SEE SHEET 4 FOR LEGAL DESCRIPTION,
NOTES AND LEGEND.

That part of Section 25, Township 24 South, Range 30 East and Section 30, Township 24 South, Range 31 East, Orange County, Florida, described as follows:

Commence at the Southeast Corner of Nemours Parkway, according to the plat of NEMOURS PARKWAY AT LAKE NONA PHASE 1, as recorded in Plat Book 73, Pages 78 through 80, of the Public Records of Orange County, Florida; thence Nll "23'49"W along the Easterly line of said NEMOURS PARKWAY AT LAKE NONA PHASE 1, for a distance of 120.00 feet to the Southerly line of Lot 1, NEMOURS CHILDREN'S HOSPITAL, according to the plat thereof, as recorded in Plat Book 73, Pages 81 through 83, of the Public Records of Orange County, Florida and a non-tangent curve concave Northerly having a radius of 2940.00 feet and a chord bearing of N75"23'19"E; thence departing said Easterly line run Easterly along said Southerly line through a central angle of 06°25'44" for a distance of
329.89 feet to the point of tangency; thence N72"10'27"E along said Southerly line, 84.01 feet to the POINT OF BEGINNING and the Southeast comer of said Lot 1; thence departing said Southerly line run N72"10'27"E along the Northeasterly prolongation of said Southerly line of Lot 1, for a distance of 22.22 feet; thence departing said Northeasterly prolongation run N13"52'07"W, 2.00 feet; thence N72°10'27"E, 146.09 feet to the point of curvature of a curve concave Southerly having a radius of 1537.45 feet and a chord bearing of N78°46'26"E; thence Easterly along the arc of said curve through a central angle of 13°12'00" for a distance of 354.20 feet to the point of tangency; thence N85°22'26"E, 121.00 feet to the point of curvature of a curve concave Southerly having a radius of 1637.00 feet and a chord bearing of S87"13'33"E; thence Easterly along the arc of said curve through a central angle of 14°48'01" for a distance of 422.86 feet to the point of tangency; thence S79"49'33"E, 195.92 feet to the point of curvature of a curve concave Southerly having a radius of 1037.00 feet and a chord bearing of S73"58'29"E; thence Easterly along the arc of said curve through a central angle of 11°42'08" for a distance of 211.80 feet to the point of reverse curvature of a curve concave Northerly having a radius of 963.00 feet and a chord bearing of S74"50'11"E; thence Easterly along the arc of said curve through a central angle of 13"25'32" for a distance of 225.65 feet to the point of tangency; thence S81"32'57"E, 343.56 feet to the point of curvature of a curve concave Southerly having a radius of 1037.00 feet and a chord bearing of S74"16'27"E; thence Easterly along the arc of said curve through a central angle of 14°33'00" for a distance of 263.34 feet to the point of reverse curvature of a curve concave Northerly having a radius of 588.00 feet and a chord bearing of N89°31'07"E; thence Easterly along the arc of said curve through a central angle of 46°57'53" for a distance of 481.98 feet to the point of tangency; thence N66°02'10"E, 121.31 feet to the Westernmost corner of Nemours Parkway, according to the plat of LAUREATE PARK PHASE 7, as recorded In Plat Book 90, Pages 7 through 32, of the Public Records of Orange County, Florida; thence S23°57'50"E along the Westerly line of said LAUREATE PARK PHASE 7 for a distance of 79.00 feet; thence departing said Westerly line run S66"02'10"W, 121.31 feet to the point of curvature of a curve concave Northerly having a radius of 667.00 feet and a chord bearing of S89°31'07"W; thence Westerly along the arc of said curve through a central angle of 46°57'53" for a distance of 546.73 feet to the point of reverse curvature of a curve concave Southerly having a radius of 958.00 feet and a chord bearing of N74°16'27"W; thence Westerly along the arc of said curve through a central angle of 14°33'00" for a distance of 243.28 feet to the point of tangency; thence N81°32'57"W, 343.56 feet to the point of curvature of a curve concave Northerly having a radius of 1042.00 feet and a chord bearing of N74"50'11"W; thence Westerly along the arc of said curve through a central angle of 13"25'32" for a distance of 244.16 feet to the point of reverse curvature of a curve concave Southerly having a radius of 958.00 feet and a chord bearing of N73"58'29"W; thence Westerly along the arc of said curve through a central angle of 11°42'08" for a distance of 195.66 feet to the point of tangency; thence N79°49'33"W, 195.92 feet to the point of curvature of a curve concave Southerly having a radius of 1558.00 feet and a chord bearing of N86°34'19"W; thence Westerly along the arc of said curve through a central angle of 13"29'31" for a distance of 366.88 feet to the point of compound curvature of a curve concave Southerly having a radius of 774.00 feet and a chord bearing of S79"25'41"W; thence Westerly along the arc of said curve through a central angle of 14"30'29" for a distance of 195.99 feet to the point of tangency; thence S72"10'27"W, 446.49 feet; thence Nl3°52'07"W, 2.00 feet; thence S72"10'27"W, 53.76 feet to the Southerly prolongation of the East line of aforesaid Lot 1; thence N00"00'16"W along said Southerly prolongation,
131.30 feet to the POINT OF BEGINNING.

Being subject to any rights-of-way, restrictions and easements of record.

NOTES:
'This is not a survey.
Not valid without the signature and the original raised seal of a Florida licensed surveyor and mapper.
Bearings based on the Easterly line of NEMOURS PARKWAY AT LAKE NONA PHASE 1, (Plat Book 73, Pages 78 through 80), being N11"23'49"W, relative to the Florida State Plane Co«dinate System, Florida East Zone, 1983 North American datum, 2011adjustment, as established from National Geodetic Survey control points "Lance" (PIO Al2445), Northing 14n081.39, Easting S7S7S9.46, and "GIS0242 Burt" (PIO AK7296), Northing 146nll.44, Easting 5828n.80.
Lands shown hereon were not abstracted for rights-of-way, easements, ownership or other Instruments of record by this firm.

No title opinion or abstract of matters affecting title or boundary to the subject property or those of adjoining land owners have been provided. It is possible there are deeds of record, unrecorded deeds or other Instruments which could affect the boundaries or use of the subject property.
This Sketch of Description does not depict any easements of record that may be within or adjoining the lands described

LEGEND

hereon.

No facilities associated with this Sketch of Description have been field located by Donald W. McIntosh Associates, Inc.

SECTION 25-24-J0
POB DOC,¥
PC PT NT
R/W ORB PB PG(S)
PCC P-C PRC
Ll Cl

SECTION, TOWNSHIP, RANGE POINT Of' BEGINNING
OrrlCIAL RECORDS DOCUMENT

or

or

NUMBER PUBLIC RECORDS or ORANGE COUNTY, FLORIDA POINT	CURVAlURE
POINT	TANGENCY NON-TANGENT
RIGHT-or-WAY
ornCIAL RECORDS BOOK
PLAT BOOK PAGE(S)
POINT or COMPOUND CURVAlURE POINT or CUSP
POINT or REVERSE CURVAlURE
LINE NUMBER (SEE TABLE) CURVE NUMBER {SEE TABLE)

Printed:  Thu 04-0ct-2018 - 10:53AM
F: \Pro)2016\16106\Sdwv\NAW88\aod\CS, 16-2!M{N) Nemours Parkway Phan 7 GID Portion Lighting Agreement.dwg

Sl..15455deec	CS# 16-204(N)

EXHIBIT 1 (Continued)

OUTAGE REPORTING

Light out Telephone Number- 407-737-4222

Light out Web Address - http://www.ouc.com/customer-support/outages-and-problems/report-a­ streetlight-outage

PROPERTY/ PREMISE LOCATION INFORMATION

Premise Name: Premise Address: City, State, Zip:

 Nemours Parkway Phase 7	
 Nemours Parkway
 Orlando, FL	

Premise Number:		

BILLING INFORMATION

Billing Contract Name:	 		 Billing Address:	 		 City, State, Zip:	 		 Billing Contact Name:	 		 Billing Contact Phone:	 		 Federal Tax ID:	 05-0561077	

ADDITIONAL ACCOUNT INFORMATION TO BE FILLED BY OUC

Customer Account Number:  8795843030	
Work Request No:	_6_1_5_4_38		_
Comments:		

EXHIBIT2

INITIAL LIGHTING PLAN

(23ea) 20' Bronze Alum Pole/ OUC # 036-27508 (33ea) 20' Black Alum Pole / OUC # 036-27517
(13ea) 83w GE Bronze Post Top Type III Fixture/ OUC # 036-23120 (l0ea) 83w GE Bronze Post Top Type V Fixture/ OUC # 036-23132 (31ea) 83w GE Black Post Top Type III Fixture/ OUC # 036-23225 (2ea) 83w GE Black Post Top Type V Fixture / OUC # 036-23224 (2ea) 85w LED Floodlight/ OUC # 036-23178

Customer is responsible for Conduit, junction boxes, and pull string, per OUC spec

13

EXHIBIT3

INITIAL PHASE UPGRADE COST PAYMENT TERMS

UP-FRONT PAYMENT:

Customer elects to make an Up-Front Payment for the OUC Lighting System of$0.00.

MONTHLY INSTALLMENT:

During the Term of this Agreement, the Customer shall pay to OUC the Upgrade Cost for the initial Phase in aggregate monthly installments of[$ I034.36 ***] . Such aggregate monthly installments shall be exclusive of any and all applicable sales, use, excise, gross receipts or similar taxes or impositions. The monthly duedate indicated in OUC's invoice to the Customer for the Upgrade Cost shall be in accordance with billing procedures set out in the Manual.

ADDITIONAL CHARGES:

The Upgrade Cost may be adjusted annually in accordance with Section 4.2 of this Agreement.

*** Actual billed amount will be based on the as-built drawings and lighting equipment installed in the field as certified by the Customer and OUC Representative on the Certificate of Completion form in Schedule 4.

Certificate of Completion

Project w.o. #	ouc Account#	_ Project Name: 			
Customer/Account Name	 0riginaI Monthly Lighting Service Charges:

Investment 	

_.· Maintenance; 	

_.· Fuel & Energy	_

Original Lighting System Poles & Fixtures and Installation Scope:

(Original Streetlight Fixture/Pole type/quantity listed here)

As-built Lighting System Poles & Fixtures and Installation Scope:

(As-built Streetlight Fixture/Pole type/quantity listed here)

Amended Monthly Lighting Service Charges per as-built Lighting System

Investment	· Maintenance	· Fuel and Energy 		_

ACCEPTANCE OF COMPLETION & AMENDED MONTHLY SERVICE CHARGES:

Authorized OUC Representative; Printed Name & Signature	Date

Authorized Customer Representative; Printed Name & Signature	Date 		_

Pixon

---THE SPACE ABOVE THIS LINE IS FOR RECORDING INFORMATION---

ASSIGNMENT OF SERVICE AGREEMENT FOR LIGHTING SERVICE For PIXON

THIS ASSIGNMENT OF SERVICE AGREEMENT F O R L I G H T I N G
S E R V I C E ("Assignment") is made and entered into as of the 	 day of
		, 20	 ("Transfer Date"), by Greeneway Improvement District, (the "Assignor") whose address is 8529 South Park Circle, Suite 330, Orlando, FL 32819 , and Midtown Improvement District, (the "Assignee") whose address is 12051 Corporate Blvd, Orlando, FL 32617, for services address 0 TAVISTOCK LAKE BLVD ROAD F INTERSECT. TO E NARCOOSSEE, Orlando FL (“Service Address”).

W I T N E SSE T H:

Assignor and Orlando Utilities Commission, a municipal utility chartered under the laws of the State of Florida ("OUC"), entered into that certain Service Agreement for Lighting Service dated July 10, 2019 (“Agreement”) for the Service Address.

Agreement was recorded in the Public Records of Orange County and was assigned public records document number 20190441896.

Assignor has provided to Assignee a copy of the Agreement (and any applicable amendments to same).

Assignor desires to assign its interests, rights, duties and obligations in and to the Agreement as of the Transfer Date, and Assignee desires to accept the assignment of Assignor's interests, rights, duties and obligations in and to the Agreement as of the Transfer Date.

NOW, THEREFORE , FOR GOOD AND VALUABLE CONSIDERATION, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

As of the Transfer Date, Assignor hereby assigns and transfers unto Assignee all of its right, title, claim, interests, duties and obligations, if any, in, to and under the Agreement.
As of the Transfer Date, Assignee hereby assumes the foregoing assignment of the Agreement and agrees to assume and perform all duties and obligations under the Agreement.
In the event of any litigation between Assignor and Assignee arising out of the obligations of the parties under this Assignment or concerning the meaning or interpretation of any provision contained herein , the losing party shall pay the prevailing party's costs and expenses of such litigation, including, without limitation, reasonable attorneys ' fees and expenses. In addition to the foregoing award of attorney's fees to the prevailing party, the prevailing party in any lawsuit arising out of or concerning this Assignment shall be entitled to its reasonable attorneys' fees incurred in any post-judgment proceedings to collect or enforce the judgment. This provision is separate and several and shall survive the merger of this Assignment into anyjudgment on this Assignment.
This Assignment shall be binding on and inure to the benefit of the parties herein, their successors and assigns.
This Assignment shall be governed by and construed in accordance with the laws of the State of Florida.

This Assignment may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same Assignment.
Assignor and Assignee agree to cooperate with each other in regard to notifying governmental agencies and executing any additional documentation requested by said governmental agencies to register and establish the rights and obligations of the Assignee or its designee(s).

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGES TO FOLLOW.]

THIS ASSIGNMENT has been executed the day and year set forth above for PIXON.

Signed, sealed and delivered in the
presence of:	“ASSIGNOR”

GREENEWAY IMPROVEMENT DISTRICT a
Witness	Florida a local unit of special purpose government

Print Name

By:	 Name:	

Witness	Title:	

Print Name

STATE OF	 COUNTY OF 	

Date:	

The	foregoing	instrument	was	acknowledged	before	me	this			day  of
	, 20   by 	 as
	 of	GR	EENEWAY IMPROVEMENT DISTRICT.	He/She who is	
personally	known	to	me	or	who	has	produced	 		as	
identification and who did take an oath.					

THIS ASSIGNMENT has been executed the day and year set forth above for PIXON.

Signed, sealed and delivered in the
presence of:	“ASSIGNEE”

MIDTOWN IMPROVEMENT DISTRICT, a
Witness	Florida and Florida Legislature

Print Name

By:	 Name:	

Witness	Title:	

Print Name

STATE OF	 COUNTY OF 	

Date:	

The	foregoing	instrument	was	acknowledged	before	me	this			day  of
	, 20   by 	 as
	 of MIDTOWN IMPROVEMENT DISTRICT.	He/She who is
personally known to me or who has produced 	 as identification and who did take an oath.

NOTARY PUBLIC SIGNATURE
Printed Name of Notary_	
(SEAL)	My Commission expires: 	

THIS ASSIGNMENT has been executed the day and year set forth above for PIXON.

The undersigned hereby joins and consents to the foregoing assignment from Assignor to Assignee and the recording of this Assignment in the Public Records of Orange County Florida.

Signed, sealed and delivered in the
presence of:	“OUC”
Orlando Utilities Commission, a statutory Commission under the laws of the State of
Witness	Florida

Print Name

By:	 Name:	

Witness	Title:	

Print Name

Date:	

Approved as to form and legality by OUC Legal Dept. Date:	By:

STATE OF	 COUNTY OF 	
The foregoing instrument was acknowledged before me this by means of ( ) physical presence or ( ) online notarization on this    day of 	, 20  by CLINT BULLOCK, as General Manager, CEO of ORLANDO UTILITIES COMMISSION, a Florida statutory commission, on behalf of said Commission.  He is personally known to me or has produced
	 as identification.

DOC# 20190441896
07/18/2019 11:59:43 AM Page 1 of 15
Ree Fee: $129.00 Deed Doe tax: $0.00 DOR Admin Fee: $0.00

r	, nrf

Intangible Tax: $0.00 Mortgage Stamp: $0.00 Phil Diamond, Comptroller Orange County FL
MB - Rel To: 6RLANDO UTILITIES COM COM

The Reliable One®

Ill

11111

MASTER LIGHTING INSTALLATION,
UPGRADE AND SERVICE A<,REEMENT
PIXON

(Orlando Utilities Commission/City of Orlando and Property Owner/Developer))

This f\1'-8ter Lighting Installation, Upgrade and Service Agreement ("Agreement'') is entered into this	\ LJ"!l	day of ::S--u  \. 	, 2011, by and between the ORLANDO UTILITIES
COMMISSION, a statutory comm;on organized and existing under the laws of the State of Florida, whose address is 100 West Anderson St., Orlando, Florida 32801 ("OUC''), and GREENEWAY IMPROVEMENT DISTRICT , a local unit of special-purpose government established to Chapter 190, Florida Statutes, whose address is 8529 South Park Circle, Suite 330, Orlando, FL 32819 (the "Customer").

RECITALS

The Customer is an individual, business entity or governmental entity with the authority to enter into binding agreements for services on certain property which is located in central Florida and more specifically defined in Exhibit 1 attached hereto and incorporated in this Agreement by reference (the "Property").

The Customer desires to enter into this Agreement with OUC for the purpose of sharing with OUC and the City of Orlando (the "City") certain costs associated with lighting service for portions of the Property to be provided by OUC on behalf of the City by means of non-standard, upgraded lighting facilities.

The parties desire to enter into this Agreement so that costs to OUC associated with providing lighting services on the Property by means of upgraded lighting facilities can be allocated to the Customer over the term of the Agreement.

NOW THEREFORE, in consideration of the sums to be paid by the Customer to OUC, the mutual covenants and benefits contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by both the Customer and OUC, the Customer and OUC agree as follows:

1

RECITALS.

The above Recitals are true and correct, and form a material part of this Agreement.

OUC DUTIES.

OUC shall provide lighting for certain public roadways streets and alleys within the Property as more specifically indicated in this Agreement. In order to provide such service, OUC shall do the following:

To the extent not specified in this Agreement as Customer's responsibility, OUC shall provide and install standard lighting facilities, or, where agreed by Customer herein to share the increased procurement and operating costs, lighting facilities which are ofa higher quality and better appearance than the type of public lighting facilities approved for funding by the City and installed by OUC (the "Upgraded Lighting Facilities"), all in accordance with this Agreement, the Initial Lighting Plan (as defined below in Subsection 2.3) and OUC specifications. Such installation by OUC shall include: poles, wires, fixtures and other associated parts and materials; all necessary wiring within conduits; and, the interconnection of such lighting facilities to electrical service required to provide lighting output for the public roadways, streets and alleys in the Property. All such facilities, poles, wires, fixtures, associated parts and Upgraded Lighting Facilities (where agreed) shall be referred to together as the "Lighting Facilities".

OUC shall maintain and operate the Lighting Facilities (the "Maintenance Service") at no cost to Customer except for the Upgrade Costs (as defined in Section 3); and

OUC shall, to the extent permissible under applicable laws and regulations, provide electric service as necessary to operate the Lighting Facilities (the "Electrical Service") in accordance with OUC's published electric service tariffs.

The procurement and installation by OUC of the Lighting Facilities, the ongoing Maintenance Service and the Electrical Service are necessary to allow OUC to provide the lighting required by Customer on the Property and shall all be provided by OUC as elements of a single service to Customer and shall be collectively referred to herein as the "Lighting Service".

The Customer and OUC hereby acknowledge that the Property may be platted and developed in phases (each referenced individually as a "Phase"). The Lighting Facilities to be initially provided and installed by OUC under this Agreement are to allow OUC to provide Lighting Service for the initial Phase. Lighting Facilities for the initial Phase shall be located and installed as more particularly depicted in the lighting construction plans attached hereto as Exhibit 2 (the "Initial Lighting Plan"). Lighting Service for any subsequent Phases shall be implemented through subsequent, mutually agreed lighting plans for each such Phase. The Initial Lighting Plan and any lighting plans for any subsequent Phases are sometimes hereinafter collectively referred to as the "Lighting Plans" or singularly referred to as a "Lighting Plan". As any subsequent Phases of the of Property are platted and developed, addendums to this Agreement shall be executed and placed of record by OUC and the Customer for the purpose of

(a) depicting and describing the Lighting Plan agreed upon by OUC and the Customer with respect to such subsequent Phases, (b) evidencing any changes to the cost of Upgraded Lighting Facilities resulting from the addition of such subsequent Phases, and (c) specifying any variations in the Lighting Service which may be applicable to such subsequent Phases.

2.4	A condition precedent to OUC's obligation to provide the Lighting Service under this Agreement with respect to any Phase is that all of the following shall have occurred with respect to that Phase: (i) OUC's receipt of the Customer Road Notice (as defined in Section 3.6 below) for that Phase; (ii) Customer must complete installation of Customer Lighting Facilities for that Phase in compliance with OUC's required specification concerning the integrity and location of the Customer Lighting Facilities; and (iii) Customer must convey to OUC, or arrange for the conveyance by the party with authority to do so, any easements or right-of-way for that Phase (which are not otherwise included in the dedicated public roadway property) necessary to allow OUC to install, operate and maintain the Lighting Facilities (the "Service Conditions"). Installation of the Lighting Facilities for any subsequent Phases shall be made only when the Service Conditions, for such subsequent Phase have been met.

CUSTOMER DUTIES.

The Customer shall, at its sole cost and expense, provide and install the conduits, pole bases and junction boxes which may be required for the provision of the Lighting Service (collectively, the " Customer Lighting Facilities"), in such locations as more particularly set forth in the applicable Lighting Plans for each Phase. For purposes of the ongoing duties and rights of the Parties during the Term of this Agreement, after the initial installation of Customer Lighting Facilities by Customer and acceptance by OUC, the Customer Lighting Facilities shall be treated as if included within the definition of Lighting Facilities for that Phase.

The Customer shall grant OUC all easements or provide for right-of-way dedications (not otherwise included in the dedicated public roadway property) which are necessary to allow OUC to provide the Lighting Service. The Customer shall ensure that OUC has unobstructed access to the Lighting Facilities, including, without limitation, trimming trees that may either obstruct the light output from the Lighting Facilities or that may obstruct or otherwise prevent OUC from providing the Lighting Service. OUC will use reasonable efforts to notify Customer of any obstructions that are preventing maintenance or operation of the Lighting Facilities, but OUC shall not have the right nor the obligation to trim any trees or otherwise remove any objects obstructing the light output from the Lighting Facilities or obstructing or otherwise preventing OUC from providing the Lighting Service as contemplated in this Agreement. The Customer and OUC hereby acknowledge that the Lighting Facilities which shall be installed by OUC in accordance with the Lighting Plans and (if applicable) subsequent Plans shall be located either
(a) in roadways, streets, alleys or any combination of thereof which have been dedicated to the public pursuant to a plat, or (b) in the any pedestrian or utility easements adjacent to the roadways which are dedicated to the public pursuant to the respective plat for each Phase.

The parties acknowledge that the Customer has requested, and OUC has agreed to procure and install Upgraded Lighting Facilities. The specifications for the Upgraded Lighting Facilities for

3

the Units are more particularly described on Exhibit 2 attached hereto and incorporated herein by this reference. The Customer shall pay to OUC the Upgrade Cost associated with the initial Phase of the Property development in the amount set forth in Exhibit), attached hereto and incorporated herein by this reference, in accordance with Section 4 below. The parties agree that the Upgrade Cost as set forth in Exhibit 3 includes all of the following additional costs associated with providing Lighting Service by means of Upgraded Lighting Facilities, but only within the initial Phase and for the initial Term:

The amount by which the cost of the procurement and installation by OUC of the Upgraded Lighting Facilities exceeds the cost of the procurement and installation by OUC of the customary style and grade of Lighting Facilities which would have otherwise been installed by OUC at the sole cost and expense of the City within the initial Phase of development on the Property, absent the Customer's upgrade request (the "Facilities Upgrade Cost").

The amount by which the cost of the Maintenance Service for the Upgraded Lighting Facilities exceeds the cost of the Maintenance Service for the customary Lighting Facilities which would have otherwise been installed by OUC, absent the Customer's upgrade request (the "Maintenance Upgrade Cost").

The amount by which the cost of the Electrical Service for the Upgraded Lighting Facilities exceeds the cost of the Electrical Service for the customary style and grade of Lighting Facilities which would have otherwise been installed by OUC, absent the Customer's upgrade request (the "Electrical Upgrade Cost").

During the Term of this Agreement, the Customer shall promptly notify OUC of any Lighting Facilities in need of service by calling (407) 737-4222.

The Facility Upgrade Cost, Maintenance Upgrade Cost and Electrical Upgrade Cost (together, referred to in total as the "Upgrade Cost") with respect to any subsequent Phases and the payment terms relating to the same, shall be agreed upon by the parties and specified in addendums to this Agreement relating to such subsequent Phase.

The Customer shall identify in writing to OUC for each Phase (the "Customer Road Notice") the public roadways, streets and alleys in each Phase which have been platted and developed and within which the Customer Lighting Facilities have been installed and which are eligible and prepared from time to time for Lighting Service in accordance with this Agreement. Prior to delivery by the Customer to OUC of the Customer Road Notice, the Customer and OUC shall mutually agree upon the location of Lighting Facilities to be installed.

TERMS OF PAYMENT.

Customer shall make payment of the Upgrade Costs in accordance with the Exhibit 3 to this agreement. OUC will invoice Customer on a monthly basis and Customer shall make payment by the due date indicated on the invoice. If the Customer fails to pay any installment(s) of the Upgrade Cost by the due date of such payment or otherwise makes payment in a manner

inconsistent with the Orlando Utilities Commission's Administrative Policy Manual, as amended from time to time (the "Manual"), OUC may resort to any available remedy at law or equity, including discontinuation of the Lighting Service and termination of this Agreement with respect to any and all Phases then being served by OUC.	·

OUC shall be entitled to make an annual adjustment to the Upgrade Cost ofup to three percent (3%) per year, exclusive of fuel and energy charges. Fuel and energy charges shall be based on the then applicable OUC tariff rates filed with the Florida Public Service Commission, as may be amended from time to time. Any such adjustments made by OUC shall be made by written notice to Customer setting forth the new rates and associated revisions to the Upgrade Cost (the "Increase Notice"). The Increase Notice must be received by the Customer thirty (30) days prior to the effective date of said annual adjustment.

The parties agree that the Customer shall be responsible for the payment of any sales, use, excise and other taxes (to the extent that OUC would otherwise be liable for same) that may apply to, or be imposed upon, the Facilities Upgrade Cost, the Maintenance Upgrade Cost or the Electrical Upgrade Cost or all of them. Furthermore, the parties agree that Facilities Upgrade Cost to be paid by the Customer to OUC pursuant to the terms of this Agreement is exclusive of all sales, use, excise, gross receipts or similar taxes or impositions, now due or as may be hereinafter assessed. Customer recognizes and agrees that it is ultimately responsible for the payment of all sales, use, excise, gross receipts and other taxes that may apply to, or be imposed upon, the transaction that is the subject of this Agreement, if any, irrespective of when such taxes may be charged or assessed against OUC. Any non-collection or non-assessment of such taxes by OUC contemporaneously with the occurrence of the transaction shall not waive, release or diminish Customer's ultimate responsibility for the payment thereof, irrespective of whether such taxes are later charged or assessed by applicable taxing authority(ies). Notwithstanding anything to the contrary, the Customer shall be entitled to any tax exemptions to which it may be entitled to from time to time as provided under Florida law.

MUTUAL AGREEMENTS.

OUC, while exercising reasonable diligence at all times to furnish the Lighting Service hereunder, does not guarantee continuous Lighting Service and will not be liable for damages for any interruption, deficiency or failure of said Lighting Service, and reserves the right to reasonably interrupt said Lighting Service for necessary repairs to the Lighting Facilities, and to OUC lines and equipment. Notwithstanding any other provision of this Agreement, in no event shall OUC have any liability to Customer under this Agreement, whether based in contract, in tort (including negligence and strict liability) or otherwise, for: (a) any special, incidental, indirect, exemplary or consequential damages; (b) damages with respect to costs of capital, costs of replacement power, loss of profits or revenues, or loss of use of plant or equipment, irrespective of whether such damages may be categorized as direct, special, consequential, incidental, indirect, exemplary or otherwise.

This Agreement may only be amended in writing, and such amendment must be executed with the same degree of formality as this Agreement.

OUC shall, at the request of the Customer, relocate the Lighting Facilities if provided sufficient rights-of-way or easements to do so. The Customer shall be responsible for payment of all reasonable costs and expenses associated with any relocation of the Lighting Facilities requested by the Customer.

OUC may at any time substitute bulbs in any luminaire/lamp installed hereunder, each such substitute bulb to be the same color and to have at least equal illuminating capacity and energy efficiency as the bulb replaced thereby.

OUC shall be responsible to repair or replace and assumes all risk ofloss for any damage to any Lighting Facilities; provided, however, that notwithstanding the foregoing, the Customer hereby assumes all responsibility for the costs necessary to repair or replace any Lighting Facilities (i) that have been damaged due to the willful misconduct or gross negligence of an employee, agent, invitee, license or contractor of the Customer and (ii) for any damage to Lighting Facilities by the Customer's employees, agents, invitees, licenses or contractors, which Lighting Facilities are put in place in Phases during the time when active construction by Customer is still ongoing. Upon completion of such construction activities by the Customer, risk ofloss shall shift back to OUC except as set out in 5.5(i) above. Title to the Lighting Facilities, shall remain with OUC at all times. Customer shall not possess or have any direction or control over the physical operation of the Lighting Equipment and the possession of the Lighting Equipment and the direction and control of the physical operation of Lighting Equipment shall be vested exclusively with OUC. Notwithstanding anything herein to the contrary, the parties shall be entitled to any sovereign immunity defenses to which it may be entitled, and the parties do not in any way expand or waive limitations of liability afforded to the parties by virtue of their sovereign immunity.

Customer's obligations under this Agreement may not be assigned to a third party except with the written consent of OUC. No such permitted assignment shall relieve the Customer of its obligations hereunder until such obligations have been assumed by written agreement reasonably acceptable to OUC by any such permitted assignee and (if required by OUC) appropriate security for the payment obligations of the Customer under this Agreement has been provided by such entity.

This Agreement shall be governed and construed under the internal laws of the State of Florida. This Agreement supersedes all previous agreements or representations, either written, oral or otherwise between the Customer and OUC with respect to the Lighting Service, and constitutes the entire agreement between the parties relative to the provision by OUC of the Lighting Service. This Agreement does not create any rights or provide any remedies to third parties or create any additional duty, obligation or undertakings by OUC to third parties.

The Electrical Service provided by OUC to the Customer in accordance herewith shall be subject to the procedures and policies described in the Manual. The Manual is on file with OUC. Copies of the Manual may be obtained by the Customer upon written request to OUC. Such policies and procedures shall be applied with respect to Electrical Service to the Property by

OUC with the same interpretation, force and effect as applied to other customers of OUC from time to time subject to the Manual.

The parties hereby agree that OUC shall retain title to the Lighting Facilities during the Term and after this Agreement terminates. Upon any default by the Customer hereunder which shall remain uncured thirty (30) days after receipt by the Customer of OUC's written notice to the Customer of the same, OUC shall have the right to enter upon Property where the Lighting Facilities are located to remove the Lighting Facilities. In such case, OUC shall be entitled to take possession of any or all items of the Lighting Facilities. In the event of any default hereunder by the Customer, and the expiration of any applicable grace or cure periods, the Customer shall be responsible for the cost of removing the Lighting Facilities, with such work to be done by OUC and billed to the Customer.

The Customer shall keep the Lighting Facilities free and clear of all levies, liens, and encumbrances imposed by or through the Customer. The Customer shall not lease, sublease, mortgage, or otherwise encumber, remove, or suffer to be removed any of the Lighting Facilities and shall not without OUC's permission permit any party other than OUC to operate or maintain the Lighting Facilities.

This Agreement shall inure to the benefit of, and be binding upon the successors and permitted assigns of the Customer and OUC.

The "Effective Date" of this Agreement shall be the date on which the last of Customer and OUC have executed this Agreement. This Agreement shall have a term of twenty (20) years for each Phase for which Lighting Services are provided by OUC (the 20 year period shall be referred to as the "Term" for each Phase). The Term for the initial Phase shall begin when the installation of the Lighting Equipment is finally completed and the Customer is first billed for the Lighting Service based on operation of the full compliment of Lighting Equipment to be provided under this Agreement for that Phase. Prior to the beginning of the Term for the initial Phase, the Customer may request in writing to OUC that Lighting Facilities be energized for operation as completed by OUC rather than waiting for the Term to begin for that particular
Phase. In such case, if OUC agrees that operating those Lighting Facilities does not create a safety issue or impede installation of the remaining Lighting Facilities, then OUC will energize Lighting Facilities as they are completed. OUC shall begin invoicing for Lighting Services as provided under this Agreement prior to the start of the Term. Such billing shall be based on an adjusted Upgrade Cost for each billing period prior to the beginning of the Term, with such adjusted Upgrade Cost calculated based the proportion of Lighting Facilities in service during that billing period to the total number of Lighting Facilities on which the Upgrade Cost has been calculated by OUC for that Phase ("Proportional Upgrade Cost"). In the event that an installation of Lighting Equipment is to be provided by OUC in several Phases, Lighting Services for each Phase completed shall have its own Term under this Agreement. As with the initial Phase, the Customer may request interim operation of Lighting Facilities as they become energized and OUC shall bill based on the Proportional Upgrade Cost for those Lighting Facilities prior to the start of the Term for that Phase in the same manner as described above for the initial Phase. The Term for each such additional Phase shall begin when installation of the Lighting Equipment for

that subsequent Phase is finally completed and the Customer is first billed for the Lighting Service based on the operation of the full compliment of Lighting Equipment that is to be provided under that Phase.

[OPTIONAL PARAGRAPH FOR BANNER ARMS] The Customer shall have the right, from time to time as the Customer shall deem appropriate, to hang banners, signs, flags and holiday decorations (collectively the "Banners") from banner arms to be attached by the Customer to the Lighting Facilities; provided, however, that same shall comply in all respects with applicable laws and regulations. Said banner arms shall be of the type and size consistent with the wind loading capabilities of the Lighting Facilities and shall be pre-approved by OUC (the "Banner Arms"). The Customer shall be responsible for acquiring, installing and maintaining all the Bariner Arms. The Customer shall be responsible to repair or replace (and assumes all risk ofloss) for any damage to any Banner Arms. Notwithstanding anything herein to the contrary, in the event the Lighting Facilities are damaged by the Banners or the Banner Arms the Customer shall be liable to OUC for said damage. OUC shall not be liable for any permits, fees or liabilities (of whatever kind or nature) related to the Banner Arms or the Banners placed thereon, including but not limited to the content of Banners. Notwithstanding anything herein to the contrary, the parties agree that OUC shall not be liable for any claim, demand, liability, judgment, action or right of action, of whatever kind or nature, either in law or equity, arising from or by reason of any type of liability including but not limited to contractual liability, bodily injury or personal injuries, death, or occurrence due to placement of the Banners and/or
the Banner Arms on the Lighting Facilities. Customer shall to the maximum extent permitted by law defend, indemnify, and hold harmless OUC, its officers, directors, and employees from and against all claims, damages, losses, and expenses, (including but not limited to fees and charges of attorneys or other professionals and court and arbitration or other dispute resolution costs) arising out of or resulting from disease or death of third parties (including OUC employees and agents), or damage to property caused by placement of Banners and the Banner Arms by the Customer on the Lighting Facilities.

NOW, THEREFORE the parties enter into this Agreement as of the dates of execution indicated below.

Name:

Signed, sealed and delivered in the resence of:

GREENEW AY IMPROVEMENT
DISTRICT, a local unit of special purpose government established pursuant to Chapter 190, Florida Statutes   Tax ID: 050561077

fl_
By:   ,r --------

Name:

(2.jcnv,vd	Ltvey

Title: 	C,ntif fY1YlCJY)	

Date:

	Lf-/ {.p-/q	

The forel!'ling instrumefnt wiastacknowledged befor,e me thisILJl1ilicm':  jl\-fnl .2d"I ,

STATE OF FLORlDA COUNTY OF ORANGE

hy	h,vJIJ

n/:)	,

as	.

·,-	of	thI e)

produced the following identifi oath.

VICTORIA L. MULLINS
MY COMMISSION #GG214515
EXPIRES: MAY 06, 2022
Bonded through 1st State Insurance

who is r\fpersonally known to me or
and who did not take an

v rJt.
Notary P9blic
	v,ctuvJ L.	 fYJUll,'tls 

,nay o,;,

Printed Name Below Signature
1ill:l-

My Commission Expires

wreof:

Signed, sealed and delivered

1E.
FOR THE USE AND RELIANCE OF OUC ONLY: APPROVED AS TO FORM AND LEGALITY
 Tolu";?c 4 \-s)

ORLANDO UTILITIES COMMISSION

By:cYc:&-A
Clint Bullock
General Manager & CEO

Title: ASSISTANT SECRETARY

Date: -

"1- l

-,  \
\

\-,	:).0 ,	

Date:---,'1--/,,o-_/1.9_	_

STATE OF FLORIDA COUNTY OF ORANGE
The foregoing instrument was acknowledged before me this lbay	of	(w  ' 201i_,  by Clint  Bullock,  General  Manager  and CEO of ORLANDO  UTILit){ES COMMISSION, who is [vf'personally known to me or [  ] produced the following identification:

	 and who did not take an oath.

Printed Name Below Signature

My Commission Expires

EXHIBIT 1 THE PROPERTY

"Within the public right-of-way of Tavistock Lake Boulevard shown within TAVISTOCK LAKES BOULEYARD PHASE 2, according to the plat thereof, as recorded in Plat Book 75, Page 103, of the Public Records of Orange County, Florida."

EXHIBIT 1 (Continued)

OUTAGE REPORTING

Light out Telephone Number-407-737-4222

Light out Web Address - http://www.ouc.com/customer-support/outages-and-problems/report-a­ streetlight-outage

PROPERTY/ PREMISE LOCATION INFORMATION

Premise Name: Premise Address: City, State, Zip:

 Pixon	
 Tavistock Lakes Blvd.	
 Orlando, FL	

Premise Number:		

BILLING INFORMATION

Billing Contract Name:	 		 Billing Address:	 	  City, State, Zip:	 	  Billing Contact Name:	 	 Billing Contact Phone:		  Federal Tax ID:	  05-0561077			

ADDITIONAL ACCOUNT INFORMATION TO BE FILLED BY OUC

Work Request No:	- 6.6..2.2; 61	
Customer Account Number:	8795843030
Comments:		

. ..

EXHIBIT2

INITIAL LIGHTING PLAN

(7ea) 16' Black AB Alum Pole w/Banner Arm / OUC # 036-21751 (7ea) 83w Black GE Post Top Fixture/ OUC # 036-23225

Customer is responsible for Conduit, junction boxes, and pull string, per OUC spec

..·

EXHIBIT3

INITIAL PHASE UPGRADE COST PAYMENT TERMS

UP-FRONT PAYMENT:

Customer elects to make an Up-Front Payment for the OUC Lighting System of $0.00.

MONTHLY INSTALLMENT:

During the Term of this Agreement, the Customer shall pay to OUC the Upgrade Cost for the initial Phase in aggregate monthly installments of[$ 191.41 ] . Such aggregate monthly installments shall be exclusive of any and all applicable sales, use, excise, gross receipts or similar taxes or impositions. The monthly due date indicated in OUC's invoice to the Customer for the Upgrade Cost shall be in accordance with billing procedures set out in the Manual.

ADDITIONAL CHARGES:

The Upgrade Cost maybe adjusted annually in accordance with Section 4.2 of this Agreement.

..
Certificate f;)f Completion

Proiect W.O. #	OUC Account#
I		

Project Name: 	_

Customer/Account Name
0riginaI Monthly Lighting Service Charges:
Investment	· Maintenance; 	;Fuel & Energy	_ Original Lighting System Poles & Fixtures and Installation Scope:
(Original Streetlight Fixture/Pole type/quantity listed here)

As-built Lighting System potes & Fixtures and Installation Scope:
(As-built Streetlight Fixture/Pole type/quantity listed here)

Amended Monthly Lighting Service Charges per as-built Lighting System Investment	· Maintenance--- ;Fuel and Energy 		_
ACCEPTANCE OF COMPLETION & AMENDED MONTHLY SERVICE CHARGES:

Authorized OUC Representative; Printed Name & Signature	 Date Authorized Customer Representative; Printed Name & Signature	Date ---

Midtown Improvement District

Payment Authorization Nos. 037-039

Payment Authorization #037
5/13/2022

	Item
No.	Payee	Invoice
Number	General
Fund		
	
1	
Boggy Creek Improvement District				
		April ICM Expenses	ICM2022-07	$  3,045.82		
	2	Donald W McIntosh Associates
Engineering Services Through 04/22/2022	

42600	

$	631.50		
	3	Greeneway Improvement District				
		October - December ICM Expenses	ICM2022-07	$  8,132.08		
		November - April OUC Expenses	OUC2022.04	$24,187.21		
		May OUC Expenses	OUC2022.05	$  4,329.31		
			
TOTAL	
$40,325.92		

Chairperson

Midtown Improvement District c/o PFM Group Consulting

RECEIVED
By Amanda Lane at 1:53 pm, May 23, 2022

3501 Quadrangle Boulevard, Ste. 270
Orlando, FL 32817
LaneA@pfm.com // (407) 723-5925

MIDTOWN IMPROVEMENT DISTRICT

Payment Authorization #038
5/20/2022

	Item
No.	Payee	Invoice
Number	General
Fund		
	
1	
Cepra Landscape				
		Section 1 Irrigation Retrofit	ORL2016	$  8,720.80		
		April Ml and Repair	ORL2025	$	481.00		
	2	VGlobalTech				
		Web Design: ADA Compliant Website	3822	$  3,000.00		
		April Website Maintenance	3823	$	160.00		
			
TOTAL	
$12,361.80		

Chairperson

Midtown Improvement District c/o PFM Group Consulting
3501 Quadrangle Boulevard, Ste. 270

RECEIVED
By Amanda Lane at 1:53 pm, May 23, 2022

Orlando, FL 32817
LaneA@pfm.com // (407) 723-5925

Payment Authorization #039
5/27/2022

	Item
No.	Payee	Invoice
Number	General
Fund		
	
1	
Berman Construction				
		May Administrator & Irrigation Specialist	19277	$  1,139.99		
	2	Orlando Sentinel
Legal Advertising on 05/10/2022 (Ad: 7206338)	
OSC53859702	
$	241.25		
	3	PFM Group Consulting				
		OM Fee: May 2022	DM-05-2022-31	$  2,916.67		
	4	VGlobalTech
May Website Maintenance	
3848	
$	160.00		
			
TOTAL	
$  4,457.91		

Chairperson

Midtown Improvement District c/o PFM Group Consulting
3501 Quadrangle Boulevard, Ste. 270
Orlando, FL 32817

LaneA@pfm.com // (407) 723-5925	RECEIVED
By Amanda Lane at 3:29 pm, May 27, 2022

Funding Request Nos. 029

Funding Request #029
5/11/2022

Item No.

Payee	Invoice
Number

General Fund

1	Developer
Operations & Maintenance (O&M) Funding Request	$  50,000.00

TOTAL	$  50,000.00

Secretary/Assistant Secretary	Chairperson

Midtown Improvement District c/o PFM Group Consulting
3501 Quadrangle Boulevard, Ste. 270
Orlando, FL 32817
LaneA@pfm.com // (407) 723-5925
Received on Wednesday, May 11, 2022 - Alane

Work Authorization/Proposed Services
(if applicable)

Midtown Improvement District

District’s Financials

Midtown Improvement District	
Statement of Financial Position	
As of 5/31/2022	
	
General Fund		
Capital Projects Fund		
Total	

Assets	
Current Assets	
General Checking Account	$21,574.89				$21,574.89	
Accounts Receivable - Due from Developer	50,000.00				50,000.00	
Accounts Receivable - Due from Developer			$112,339.77		112,339.77	
Total Current Assets	$71,574.89		$112,339.77		$183,914.66	
Total Assets	$71,574.89		$112,339.77		$183,914.66	

Liabilities and Net Assets	
Current Liabilities	
Accounts Payable	$17,451.21				$17,451.21	
Due To Other Governmental Units	39,882.18				39,882.18	
Deferred Revenue	50,000.00				50,000.00	
Accounts Payable			$112,339.77		112,339.77	
Deferred Revenue			112,339.77		112,339.77	
Total Current Liabilities	$107,333.39		$224,679.54		$332,012.93	
Total Liabilities	$107,333.39		$224,679.54		$332,012.93	

Net Assets	
Net Assets - General Government	($4,030.12)				($4,030.12)	
Current Year Net Assets - General Government	(31,728.38)				(31,728.38)	
Net Assets, Unrestricted			($74,789.43)		(74,789.43)	
Current Year Net Assets, Unrestricted			(37,550.34)		(37,550.34)	
Total Net Assets	($35,758.50)		($112,339.77)		($148,098.27)	
						
Total Liabilities and Net Assets	$71,574.89		$112,339.77		$183,914.66	

Statement of Activities As of 5/31/2022

General Fund	Capital Projects
Fund

Total

Revenues

Developer Contributions	$175,000.00				$175,000.00	
Developer Contributions			$322,932.22		322,932.22	
Total Revenues	$175,000.00		$322,932.22		$497,932.22	

Supervisor Fees	$1,000.00				$1,000.00	
Public Officials' Liability Insurance	2,250.00				2,250.00	
Management	23,333.36				23,333.36	
Engineering	2,784.00				2,784.00	
District Counsel	6,601.33				6,601.33	
Postage & Shipping	45.95				45.95	
Legal Advertising	3,434.95				3,434.95	
Miscellaneous	175.19				175.19	
Web Site Maintenance	3,320.00				3,320.00	
Dues, Licenses, and Fees	175.00				175.00	
Electric	693.21				693.21	
Water Reclaimed	4,009.61				4,009.61	
General Insurance	2,750.00				2,750.00	
Property & Casualty	200.00				200.00	
Irrigation	10,340.80				10,340.80	
Landscaping Maintenance & Material	59,556.28				59,556.28	
Tree Trimming	10,500.00				10,500.00	
Flower & Plant Replacement	17,173.00				17,173.00	
Contingency	13.35				13.35	
IME - Aquatics Maintenance	801.58				801.58	
IME - Irrigation	753.36				753.36	
IME - Landscaping	22,280.06				22,280.06	
IME - Lighting	191.50				191.50	
IME - Miscellaneous	36.60				36.60	
IME - Water Reclaimed	98.10				98.10	
Streetlights	25,095.94				25,095.94	
Personnel Leasing Agreement	9,119.92				9,119.92	
Engineering			$54,287.78		54,287.78	
District Counsel			1,505.00		1,505.00	
Legal Advertising			377.75		377.75	
Contingency			304,312.03		304,312.03	
Total Expenses	$206,733.09		$360,482.56		$567,215.65	

her Revenues (Expenses) & Gains (Losses)

Interest Income	$4.71	$4.71	
Total Other Revenues (Expenses) & Gains (Losses)	$4.71		$0.00		$4.71	
Change In Net Assets	($31,728.38)		($37,550.34)		($69,278.72)	

Net Assets At Beginning Of Year	
($4,030.12)		
($74,789.43)		
($78,819.55)	

Net Assets At End Of Year	

($35,758.50)		

($112,339.77)		

($148,098.27)	

Expenses

Ot

Midtown Improvement District	
	Budget to	Actual				
For the Month Ending 05/31/2022	
	
Actual	
Budget	
Variance	FY 2022
Adopted Budget	
Percentage Spent	

Revenues					
Developer Contributions	$ 175,000.00	$ 304,124.22	$ (129,124.22)	$ 456,186.33	38.36%	
Net Revenues	$ 175,000.00	$ 304,124.22	$ (129,124.22)	$ 456,186.33	38.36%	
General & Administrative Expenses					
Legislative					
Supervisor Fees	$	1,000.00	$	8,000.00	$	(7,000.00)	$  12,000.00	8.33%	
Financial & Administrative					
Public Officials' Liability Insurance	2,250.00	1,800.00	450.00	2,700.00	83.33%	
Trustee Services	-	5,000.00	(5,000.00)	7,500.00	0.00%	
Management	23,333.36	23,333.33	0.03	35,000.00	66.67%	
Engineering	2,784.00	6,666.67	(3,882.67)	10,000.00	27.84%	
Dissemination Agent	-	3,333.33	(3,333.33)	5,000.00	0.00%	
Property Appraiser	-	1,333.33	(1,333.33)	2,000.00	0.00%	
District Counsel	6,601.33	20,000.00	(13,398.67)	30,000.00	22.00%	
Assessment Administration	-	5,000.00	(5,000.00)	7,500.00	0.00%	
Reamortization Schedules	-	166.67	(166.67)	250.00	0.00%	
Audit	-	4,000.00	(4,000.00)	6,000.00	0.00%	
Travel and Per Diem	-	200.00	(200.00)	300.00	0.00%	
Telephone	-	33.33	(33.33)	50.00	0.00%	
Postage & Shipping	45.95	666.67	(620.72)	1,000.00	4.60%	
Copies	-	1,666.67	(1,666.67)	2,500.00	0.00%	
Legal Advertising	3,434.95	5,000.00	(1,565.05)	7,500.00	45.80%	
Bank Fees	-	240.00	(240.00)	360.00	0.00%	
Miscellaneous	175.19	666.64	(491.45)	1,000.00	17.52%	
Office Supplies	-	166.67	(166.67)	250.00	0.00%	
Property Taxes	-	666.67	(666.67)	1,000.00	0.00%	
Web Site Maintenance	3,320.00	4,000.00	(680.00)	6,000.00	55.33%	
Holiday Decorations	-	1,333.33	(1,333.33)	2,000.00	0.00%	
Dues, Licenses, and Fees	175.00	166.67	8.33	250.00	70.00%	
Total General & Administrative Expenses	$  43,119.78	$  93,439.98	$  (50,320.20)	$ 140,160.00	30.76%	

Budget to Actual
For the Month Ending 05/31/2022

FY 2022

Percentage

Actual

Budget

Variance

Adopted Budget

Spent

Field Operations Electric Utility Services
Electric
Water-Sewer Combination Services

$	693.21

$	3,040.00

$	(2,346.79)

$	4,560.00

15.20%

Water Reclaimed	4,009.61	12,666.67	(8,657.06)	19,000.00	21.10%	
Other Physical Environment
General Insurance	
2,750.00	
2,000.00	
750.00	
3,000.00	
91.67%	
Property & Casualty Insurance	200.00	1,266.67	(1,066.67)	1,900.00	10.53%	
Other Insurance	-	66.67	(66.67)	100.00	0.00%	
Irrigation Repairs	10,340.80	13,933.33	(3,592.53)	20,900.00	49.48%	
Landscaping Maintenance & Material	59,556.28	71,014.40	(11,458.12)	106,521.60	55.91%	
Tree Trimming	10,500.00	5,066.67	5,433.33	7,600.00	138.16%	
Flower & Plant Replacement	17,173.00	10,133.33	7,039.67	15,200.00	112.98%	
Contingency	13.35	22,246.27	(22,232.92)	33,369.40	0.04%	
Pest Control	-	658.67	(658.67)	988.00	0.00%	
Interchange Maintenance Expenses
IME - Aquatics Maintenance	
801.58	
966.72	
(165.14)	
1,450.08	
55.28%	
IME - Irrigation Repairs	753.36	912.00	(158.64)	1,368.00	55.07%	
IME - Landscaping	22,280.06	24,798.01	(2,517.95)	37,197.01	59.90%	
IME - Lighting	191.50	228.00	(36.50)	342.00	55.99%	
IME - Miscellaneous	36.60	1,185.60	(1,149.00)	1,778.40	2.06%	
IME - Water Reclaimed	98.10	456.00	(357.90)	684.00	14.34%	
Road & Street Facilities						
Entry and Wall Maintenance	-	760.00	(760.00)	1,140.00	0.00%	
Hardscape Maintenance	-	2,026.67	(2,026.67)	3,040.00	0.00%	
Streetlights	25,095.94	21,210.73	3,885.21	31,816.10	78.88%	
Accent Lighting	-	506.67	(506.67)	760.00	0.00%	
Parks & Recreation						
Personnel Leasing Agreement	9,119.92	9,120.00	(0.08)	13,680.00	66.67%	
Reserves						
Infrastructure Capital Reserve	-		5,624.00		(5,624.00)		8,436.00		0.00%	
Interchange Maintenance Reserve	-		797.16		(797.16)		1,195.73		0.00%	
Total Field Operations Expenses	$ 163,613.31		$ 210,684.24		$  (47,070.93)		$ 316,026.33		51.77%	
Total Expenses	$ 206,733.09		$	304,124.22		$	(97,391.13)		$	456,186.33		45.32%	

Income (Loss) from Operations	
$	
(31,733.09)	
$	
-	
$	
(31,733.09)	
$	
-	

Other Income (Expense)														
Interest Income	$	4.71		$	-	$	4.71		$	-			
Total Other Income (Expense)	$	4.71		
$	-	$	4.71		$	-			

 					
Net Income (Loss)	$ (31,728.38)		$	-	$  (31,728.38)		$	-