VB MSTU Agenda 01/05/2012V and"Not 8"CA A lesishe
Advisory corhONiitaa
2705 Horseshoe Drive Soudi
Naples, FL 34104
January 5, 2012
AGENDA JAN 1 3 2012
I. Call Meeting to Order
II. Attendance
III. Approval of Agenda
IV. Approval of Minutes: December 1, 2011
V. Budget Report
VI. Landscape Maintenance Report - CLM
VII. Utilities Report - Charles Arthur
VIII. Project Manager Report
A. ATM Department - Darryl Richard
B. Public Utilities Department - Mark Sunyak
IX. Old Business
X. Update Report
A. Maintenance — Bruce Forman
XI. New Business
XII. Public Comment
XIII. Adjournment
BY : .......................
Fiala
Hiller
Henning :' --
Coyle
Coletta
�—
Misc. Corres:
The next meeting is February 2, 2012 at 2:00 P.116:
ST. JOHNS PARISH LIFE CENTER
625 111TH Ave. Item #: I U-12 --142 3
Naples, FL
r ^pies to:
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Mitchelllan
..From: mprice3663 @aol.com
;ent: Friday, December 30, 2011 11:17 AM
To: Mitchelllan
Subject: New On -line Advisory Board Application Submitted
Advisory Board Application Form
Collier County Government
3301 E. Tamiami Trail
Naples, FL 34112
(239)252 -8606
Application was received on: 12/30/201111:17:21 AM.
Name: IMICHAEL I PRICfl Home Phone: 123934006651
Home Address: F37 TRADEWINDS AVENUE
City: APLES Zip Code: 34108 -2374
Phone Numbers
Fax: Business: 123934006651
e -Mail Address: mprice3663 cr aol.con
Board / Committee Applied for: ANDERBILT BEACH MSTU
Category: of indicated
Work Place: IGERMAIN PROPERTIES OF FLORID
How long have you lived in Collier County: 5 -I
Have you ever been convicted of any offense against the law? 'I�o
of Indicate
Do you or your employer do business with the County?
otIndicated
NOTE: All advisory board members must update their profile and notify the Board of County
Commissioners in the event that their relationship changes relating to memberships of
organizations that may benefit them in the outcome of advisory board recommendations or they
enter into contracts with the County.
Would you and /or any organizations with whom you are affiliated benefit from decisions or
1
recommendations made by this advisory board?
of Indicate
Are you a registered voter in Collier County? Yes
Do you currently hold public office?
Do you currently or ever served on a Collier County Board or Committee? FO
otIndicated
Please list your community activities:
NON
Education:
BSIE GENERAL MOTORS INSTITUTE EXECUTIVE MBA INDIANA UNIVERSIT
0+ YEARS IN THE METAL RECYCLING BUSINESS AT THE SENIOR EXECUTIVE LEVEL. 2
'EARS INVOLVEMENT IN REAL ESTATE SALES CURRENTLY WORKING ON MAJO
'OMMERCIAL PROJECTS IN SEVERAL STATES.
2 17,
Escrow Agreement
This Escrow Agreement ( "Agreement ") is made and entered into this 14th day of
December, 2011, by and among Collier County, a political subdivision of the State of
Florida ( "County "), by and through its Board of County Commissioners as the governing
body of the Vanderbilt Beach Beautification Municipal Service Taxing Unit (collectively,
"County "), the Collier County Clerk of the Circuit Court ( "Clerk "), Florida Power &
Light Company, a Florida corporation ( "FPL ") and Fifth Third Bank ( "Fifth Third "), an
Ohio banking corporation and a qualified public depository as defined under Section
280.02(26), Florida Statutes, as escrow agent ( "Escrow Agent ").
RECITALS:
WHEREAS, the County requested that FPL convert certain overhead electric
distribution facilities to underground electric distribution facilities ( "Conversion" or
"Project), and to that end, the County paid FPL an engineering deposit in the amount of
thirteen thousand twenty seven dollars ($13,027.00) on March 12, 2009, to develop a cost
estimate for the Conversion; and
WHEREAS, pursuant to Rule 25- 6.115, Florida Administrative Code
( "Conversion Rule ") and FPL's Florida Public Service Commission ( "FPSC ")- approved
Tariff Rule 12 ( "Conversion Tariff'), FPL provided the County a Binding Cost Estimate
( "BCE ") for the Conversion along with an Underground Facilities Conversion Agreement
— Governmental Adjustment Factor Waiver Agreement ( "UFCA ") on August 24, 2011;
and
WHEREAS, the UFCA outlines the total contribution -in- aid -of- construction
( "CIAC ") required for the Conversion in the amount of two million eight hundred
twenty -one thousand nine hundred and eighteen dollars ($2,821,918.00); and
WHEREAS, pursuant to the Conversion Rule and Conversion Tariff, County is
eligible for the Government Adjustment Factor Waiver ( "GAF Waiver ") in the amount of
six hundred six thousand three hundred seventy three dollars ($606,373.00) which
provides a corresponding reduction to the CIAC that would otherwise be due from
County for the Conversion; and
WHEREAS, the Conversion Rule and Conversion Tariff also provide for other
reductions to the CIAC, including a credit in the amount of five hundred fifty -two
thousand one hundred fifty dollars ($552,150.00), which represents the cost to install an
overhead electrical distribution system at current hardening standards; and
WHEREAS, after the net reductions to CIAC outlined above and as more
specifically set forth in the UFCA, the BCE that the County is to pay at the outset of the
Conversion is one million eight hundred six thousand ninety one dollars ($1,806,091.00)
( "County CIAC Amount "); and
Poll
WHEREAS, on November 8, 2011, the Collier County Board of Commissioners
approved entering into the UFCA; and
WHEREAS, pursuant to Article VIII, Section 1(d) of the Florida Constitution and
Section 28.12, Florida Statutes, the Clerk is the auditor and custodian of all County
funds; and
WHEREAS, by virtue of the UFCA, Conversion Tariff and Conversion Rule,
County, Clerk and FPL desire to enter into this Agreement for the purpose of establishing
an Escrow Account with the Escrow Agent, delivering the County CIAC Amount (the
"Escrowed Funds ") to the Escrow Agent in satisfaction of the requirement that County
pay the BCE at the outset of the Conversion and providing a procedure for the Clerk to
review and approve disbursement of Escrowed Funds.
NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
1. Establishment of an Escrow Account. FPL and the County hereby authorize and
direct the Escrow Agent to establish an Escrow Account ( "Account ") and the Escrow
Agent hereby accepts such appointment, on the terms and conditions set forth in this
Agreement. The Account shall be a non - interest bearing, Unlimited FDIC Account at
Fifth Third Bank and shall be entitled "Escrow Account Fifth Third Bank FBO Collier
County and Florida Power & Light Company Account No. The County
shall be responsible to pay all costs, fees and expenses of the Escrow Agent, if any,
arising from or in connection with the Account.
1.1 The Parties direct the Escrow Agent to place the Escrowed Funds in a Fifth Third
Bank account with the same protections as a qualified public depository in the State
of Florida. Exhibit "A" attached hereto states the fee schedule that will apply to the
Account.
2. Escrow Agent porting Requirements. Each month during the term of this
Agreement, the Escrow Agent shall issue to FPL, the Clerk and County a current
statement of Account activity for the period, including starting balance, deposits in the
Account, withdrawals from the Account, and ending balance. County, Clerk and FPL
agree and direct Escrow Agent that the Escrowed Funds are owned by the County for tax
reporting.
3. Deposit of County CIAC Amount. As a condition precedent to the
commencement of the Conversion, County shall fully execute the UFCA and Clerk shall
deposit one million eight hundred six thousand ninety -one dollars ($1,806,091.00) in the
Account, which represents the net County CIAC Amount due. County shall evidence
such deposit by delivering to FPL receipt of deposit within five (5) business days of the
full execution of this Agreement and the UFCA.
4. Progress Milestones — Notice of Completion. FPL shall complete the Conversion
in accordance with the construction drawings and specifications set forth in Attachment
A of the UFCA, the progress milestone ( "Milestone ") set forth in the escrow
disbursement schedule attached hereto as Exhibit `B" and the illustrative timeline
attached hereto as Exhibit "C." The initial Milestone is the procurement of certain
special order material required for the Conversion. Upon completion of the initial
materials procurement Milestone, FPL shall provide County, Clerk and Escrow Agent
written notice of Milestone completion along with a purchase order which includes a
detailed list of materials and quantities as evidence of the procurement. Upon completion
of each of the remaining Milestones set forth in Exhibit `B," FPL shall provide County,
Clerk and Escrow Agent notice of Milestone completion along with a signed "redline"
drawing as evidence of Milestone completion. Clerk, at its sole discretion, may also
make arrangements with FPL for physical inspection of the Conversion, coordinating his
inspection with FPL, as further evidence of Milestone completion, in which FPL shall
cooperate. Clerk and County acknowledge and understand that, pursuant to the UFCA,
Conversion Rule and Conversion Tariff, the County CIAC Amount is a fixed -price
contribution toward the Conversion and is not subject to further reduction or payment
offset. The Account shall terminate upon the earlier of 24 months from the date of initial
deposit or the disbursement of the fourth and final draw in accordance with Exhibit `B,"
below and any funds then remaining in the Account shall be paid to the County upon
written request of the County.
5. Disbursement of Escrowed Funds. The Clerk shall have ten (10) business days
after receipt to review each notice of Milestone completion and determine if the notice of
Milestone completion is complete, proper and accurate, if the Milestone is complete
(which may include physical inspection), if payment to FPL is appropriate and to either:
(a) provide Escrow Agent and FPL with notice of approval to disburse Escrowed Funds;
or (b) provide Escrow Agent and FPL with notice of rejection of approval to disburse
Escrowed Funds. Upon receipt from Clerk of notice of approval to disburse Escrowed
Funds, the Escrow Agent shall disburse to FPL from the Escrowed Funds the amount set
forth in the applicable notice of Milestone completion (the "Milestone Payment "). In
the event that the Clerk provides Escrow Agent with notice of rejection of approval to
disburse Escrowed Funds or fails to provide a notice of approval or rejection within ten
(10) business days, FPL may, at its sole discretion, issue a stop -work order and
discontinue further progress on the Conversion until such time as full payment is received
according to the Milestone schedule set forth in Exhibit `B." The Escrow Agent has no
obligation or right to disburse funds from escrow unless and until receipt of a written
notice of approval from the Clerk.
6. Concerning the Escrow Agent. The acceptance by the Escrow Agent of its
responsibilities under this Agreement is subject to the following terms and conditions,
which the parties agree shall govern and control with respect to the Escrow Agent's
rights, duties, liabilities and immunities:
6.1 Limited Obligations. The Escrow Agent shall have only those duties as are
specifically and expressly set forth in this Agreement, which shall be deemed
(a
purely ministerial in nature, and shall under no circumstance be deemed a
fiduciary for any of the other parties to this Agreement. The Escrow Agent shall
not be required to take any action hereunder involving any expense unless the
payment of such expense is made or provided for in a manner reasonably
satisfactory to it.
6.2 Good Faith Reliance. The Escrow Agent shall not be liable for any action
taken or omitted by it in good faith and in the exercise of its own best judgment,
and may rely conclusively and shall be protected in acting upon any order, notice,
demand, certificate, opinion or advice of counsel in such matters (including
counsel chosen by the Escrow Agent), statement, instrument, report or other paper
or document (not only as to its due execution and the validity and effectiveness of
its provisions, but also as to the truth and acceptability of any information therein
contained) which is believed by the Escrow Agent to be genuine and to be signed
or presented by the proper person or persons. The Escrow Agent shall not be
bound by any notice or demand, or any waiver, modification, termination or
rescission of this Agreement unless evidenced by a writing delivered to the
Escrow Agent signed by the proper parry or parties and, if the duties or rights of
the Escrow Agent are affected, unless Escrow Agent shall have given its prior
written consent thereto.
6.3 Limitations. The Escrow Agent shall not be liable for any error of judgment
or for any act done or step taken or omitted by it in good faith, or for anything
which it may do or refrain from doing in connection herewith, except for its own
gross negligence or willful misconduct. The Escrow Agent may consult with, and
obtain advice from, legal counsel in the event of any question as to any of the
provisions hereof or the duties hereunder, and it shall incur no liability and shall
be fully protected in acting in good faith in accordance with the opinion and
instructions of such counsel. The reasonable and documented costs of such
counsel's services shall be paid to the Escrow Agent in accordance with Section
9.1 below. The Escrow Agent shall neither be responsible for, nor chargeable with
knowledge of, the terms and conditions of any other agreement, instrument or
document between or among the other parties hereto, or the requirements of any
law, regulation or policy affecting the business or operations of the other parties.
This Agreement sets forth all matters pertinent to the escrow contemplated
hereunder, and no additional obligations of the Escrow Agent shall be inferred
from the terms of this Agreement or any other agreement, instrument or
document.
6.4 Interpretation. If the Escrow Agent shall be uncertain as to its duties or rights
hereunder or shall receive instructions, claims or demands from the Clerk, County
or FPL which, in its opinion, conflict with any of the provisions of this
Agreement, it shall be entitled to refrain from taking any action and its sole
obligation shall be to keep safely all property held in escrow until it shall be
directed otherwise in writing jointly by the Clerk, County and FPL or by a final
and non - appealable order of a court of competent jurisdiction. The Escrow Agent
4
shall have the option, after sixty (60) days' notice to the Clerk,. County and FPL of
its intention to do so, to file an action in interpleader requiring the Clerk, County
and FPL to answer and litigate any claims and rights among themselves.
6.5 Further Assurances. From time to time, FPL, County and the Clerk shall
deliver or cause to be delivered to the Escrow Agent such further documents and
instruments and shall do or cause to be done such further law acts as the Escrow
Agent shall reasonably request to carry out more effectively the provisions and
purposes of this Agreement, to evidence compliance herewith or to assure itself
that it is protected in acting hereunder.
6.6 Resignation and Removal. The Escrow Agent may resign at any time and be
discharged from its duties hereunder by its giving the other parties hereto thirty
(30) days prior written notice, and such resignation shall become effective as
hereinafter provided. Such resignation shall become effective at such time that the
Escrow Agent shall turn over to a successor escrow agent jointly appointed by the
Clerk, County, FPL. If no new escrow agent is so appointed within the 30 day
period following the receipt of such notice of resignation, Escrow Agent may
deposit the Escrow Fund with any court, pursuant to an appropriate court
proceeding, it reasonably deems appropriate and advise the County, Clerk and
FPL accordingly. The Escrow Agent may be removed (with or without cause) and
a new escrow agent may be appointed upon mutual agreement of the Clerk,
County and FPL. In such event, the Clerk, County and FPL shall deliver joint
written notice to the Escrow Agent of such removal together with joint written
instructions authorizing delivery of this Agreement together with the Escrow
Funds (including any Escrow Income earned thereon) and any and all related
instruments or documents to a successor escrow agent.
6.7 Limited Duties. This Agreement expressly sets forth all the duties of Escrow
Agent with respect to any and all matters pertinent hereto. No implied duties or
obligations shall be read into this Agreement against Escrow Agent. Escrow
Agent shall not be bound by the provisions of any agreement among the other
parties hereto except this Agreement
7. The County and FPL shall jointly and severally indemnify and hold the Escrow
Agent and its officers, directors, shareholders, affiliates, employees and agents
( "Indemnified Parties ") harmless from and against any liability, loss, damage or expense
(including, without limitation, documented attorney's fees adjudged to be reasonable)
that the Escrow Agent may incur in connection with this Agreement and its performance
hereunder or in connection herewith, except to the extent such liability, loss, damage or
expense arises from the Escrow Agent's willful misconduct or gross negligence. This
provision shall survive the termination of this Agreement and the resignation or removal
of the Escrow Agent. This paragraph shall not be construed in any way to alter the
County's sovereign immunity or extend the County's liability beyond the limits
established in Section 768.28, Florida Statutes.
5
1 *70
8. UFCA, Conversion Rule, Conversion Tariff. The parties understand and
acknowledge that this Agreement in no way alters or diminishes the UFCA, Conversion
Rule or Conversion Tariff and that both the County and FPL's rights under the UFCA,
Conversion Rule and Conversion Tariff remain unchanged by this Agreement. Escrow
Agent has no obligation whatsoever with respect to the UFCA, Conversion Rule or
Conversion Tariff.
9. Miscellaneous Provisions.
9.1 Fees and Expenses. All fees and expenses incurred in connection with or
related to this Agreement and the transactions contemplated hereby and thereby
will be paid by as previously set forth herein at numbered paragraph one (1).
9.2 Amendment and Modification. This Agreement may not be amended,
modified or supplemented in any manner, whether by course of conduct or
otherwise, except by an instrument in writing signed by each party which states
that it constitutes an amendment, modification or supplement (as applicable) of or
to this Agreement and, with respect to an amendment or modification, specifies
the provisions hereof being amended or modified (as applicable).
9.3 Waiver. No failure or delay of any party in exercising any right or remedy
hereunder will operate as a waiver thereof, nor will any single or partial exercise
of any such right or power, or any abandonment or discontinuance of steps to
enforce such right or power, or any course of conduct, preclude any other or
further exercise thereof or the exercise of any other right or power. Except as
provided herein, the rights and remedies of the parties hereunder are cumulative
and are not exclusive of any rights or remedies, which they would otherwise have
hereunder. Any purported waiver by any party of any provision of this
Agreement will be valid only if set forth in a written instrument signed by the
party providing such waiver which states that it constitutes a waiver to this
Agreement.
9.4 Notices. All notices, deliveries and other communications hereunder will be
in writing and will be deemed duly given: (a) on the date of delivery if delivered
personally, or if by facsimile, upon written confirmation of receipt by facsimile;
(b) on the first business day following the date of dispatch if delivered utilizing a
nationally recognized next -day courier service; (c) upon the delivery of an e-mail
read receipt confirmation; or (d) on the earlier of confirmed receipt or the fifth
business day following the date of mailing if delivered by registered or certified
mail, return receipt requested, postage prepaid. All notices hereunder will be
delivered to the addresses set forth below, or pursuant to such other instructions as
may be designated in writing by the party to receive such notice.
(i) if to the Clerk, sent to:
Constance C. Murray
General Operations Manager, Finance Department
BII
13
Collier County Clerk of the Circuit
3299 Tamiami Trail East, Suite 700
Naples, FL 34112 -5749
Email: Connie.Murray @collierclerk.com
Facsimile: (239) 732 -2726
Copies to:
Derek Johnssen
General Accounting Manager, Finance Department
Clerk of the Circuit Court
Collier County Government Center
3299 Tamiami Trail East, Suite 403
Naples, FL 34112
Email: Derek.Johnssen @collierclerk.com
Facsimile: (239) 732 -2726
(ii) if to the FPL, to:
Florida Power & Light Company
c/o John Lehr
700 Universe Blvd.
Juno Beach, FL 33408
Email: john.lehr @fpl.com
with copies (which will not constitute notice) to:
John T. Butler, Esq. / Attention: General Counsel
700 Universe Blvd. (LAW /JB)
Juno Beach, FL 33408
Facsimile: (561) 691 -7135
Email: john.butler @fpl.com
(iii) if to the Escrow Agent, to:
Fifth Third Bank
Kimberly Kutlenios
200 East Robinson Street
MD MBLE9B
Orlando, FL 32801
Phone: (407) 999 -3027
Facsimile: (321) 445 -3047
Email: kimberly.kutlenios. @53.com
7
9.5 Entire Agreement. This Agreement constitutes the entire agreement, and
supersede all prior written agreements, arrangements, communications and
understandings and all prior and contemporaneous oral agreements, arrangements,
communications and understandings, among the parties with respect to the subject
matter of this Agreement.
9.6 Third Party Beneficiaries. This Agreement will be binding upon and inure
solely to the benefit of each of the parties and their respective successors and
permitted assigns, and nothing in this Agreement, express or implied, is intended
to or will confer upon any other person any legal or equitable right, benefit or
remedy of any nature under or by reason of this Agreement.
9.7 Governing Law. THE RIGHTS AND OBLIGATIONS OF THE ESCROW
AGENT UNDER THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
FLORIDA, WITHOUT REGARD TO ANY CHOICE OR CONFLICT OF LAW
PROVISION OR RULE (WHETHER OF THE STATE OF FLORIDA OR ANY
OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION
THERETO OF THE LAWS OF ANY OTHER JURISDICTION.
9.8 Submission to Jurisdiction. ANY PROCEEDING WITH RESPECT TO THE
RIGHTS AND OBLIGATIONS OF THE ESCROW AGENT AND THE
INDEMNIFIED PARTIES UNDER THIS AGREEMENT SHALL BE
BROUGHT AND DETERMINED IN THE FEDERAL AND STATE COURTS
LOCATED WITHIN THE TWENTIETH JUDICIAL CIRCUIT IN AND FOR
COLLIER COUNTY, FLORIDA. EACH OF THE PARTIES HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS
DESCRIBED IN THE PRECEDING TWO SENTENCES OF THIS SECTION
FOR ITSELF AND WITH RESPECT TO ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY (AND AGREES NOT TO COMMENCE ANY
PROCEEDING RELATING THERETO EXCEPT IN SUCH COURTS). EACH
OF THE PARTIES FURTHER AGREES TO ACCEPT SERVICE OF PROCESS
IN ANY MANNER PERMITTED BY SUCH COURTS. EACH OF THE
PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES,
AND AGREES NOT TO ASSERT, BY WAY OF MOTION OR AS A
DEFENSE, COUNTERCLAIM OR OTHERWISE, IN ANY PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY, (A) ANY CLAIM THAT IT
IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE -
NAMED COURTS FOR ANY REASON OTHER THAN THE FAILURE
LAWFULLY TO SERVE PROCESS, (B) AND TO THE FULLEST EXTENT
PERMITTED BY LAW, THAT (I) THE PROCEEDING IN ANY SUCH
COURT IS BROUGHT IN AN INCONVENIENT FORUM, (II) THE VENUE
OF SUCH OR PROCEEDING IS IMPROPER OR (III) THIS AGREEMENT,
OR THE SUBJECT MATTER HEREOF, MAY NOT BE ENFORCED IN OR
BY SUCH COURTS.
9.9 Personal Liability. This Agreement will not create or be deemed to create or
permit any personal liability or obligation on the part of any direct or indirect
stockholder, member or partner of any party or any representative or elected or
appointed official of, or investor in, any party.
9.10 Assignment; Successors. Except with respect to the Escrow Agent as
permitted under this Agreement. Neither this Agreement nor any of the rights,
interests or obligations under this Agreement may be assigned or delegated, in
whole or in part, by operation of law or otherwise, by any party without the prior
written consent of the other parties, and any such assignment without such prior
written consent will be null and void. Subject to the preceding sentence, this
Agreement will be binding upon, inure to the benefit of, and be enforceable by,
the parties and their respective successors and assigns.
9.11 Severability. The provisions of this Agreement will be deemed severable
and the invalidity or unenforceability of any provision will not affect the validity
or enforceability of the other provisions hereof; provided that if any provision of
this Agreement, as applied to any party or to any circumstance, is adjudged not to
be enforceable in accordance with its terms, the parties agree that such
determination will have the power to modify the provision in a manner consistent
with its objectives such that it is enforceable, and/or to delete specific words or
phrases, and in its reduced form, such provision will then be enforceable and will
be enforced.
9.12 Waiver of Jury Trial. THE PARTIES EACH HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION
WITH, THIS AGREEMENT. THE PARTIES EACH ACKNOWLEDGE AND
AGREE THAT IT HAS RECEIVED FULL AND SUFFICIENT
CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS
A MATERIAL INDUCEMENT FOR SUCH PARTY ENTERING INTO THIS
AGREEMENT.
9.13 Counterparts. This Agreement may be executed in two or more
counterparts, all of which will be considered one and the same instrument and will
become effective when one or more counterparts have been signed by each of the
parties and delivered to the other parties.
9.14 Execution. This Agreement may be executed by delivery of a signature by
facsimile or other electronic means reasonably acceptable to the parties and such
signature will constitute an original for all purposes.
16
9.15 Time of Essence. Time is of the essence with regard to all dates and time
periods set forth or referred to in this Agreement. No party shall be liable or
responsible to the other parties, nor be deemed to have defaulted under or
breached this Agreement, for any failure or delay in fulfilling or performing any
term of this Agreement, when and to the extent such failure or delay is caused by
or results from acts beyond the affected party's reasonable control, including,
without limitation: (a) acts of God; (b) flood, fire or explosion; (c) war, invasion,
riot or other civil unrest; (d) government order or law; (e) actions, embargoes or
blockades in effect on or after the date of this Agreement; (f) action by any
governmental authority; (g) national or regional emergency; and (h) strikes, labor
stoppages or slowdowns or other industrial disturbances.
9.16 No Presumption Against Drafting Party. The parties each acknowledge
that each party to this Agreement has been represented by counsel in connection
with this Agreement and the transactions contemplated by this Agreement.
Accordingly, any rule of law or any legal decision that would require
interpretation of any claimed ambiguities in this Agreement against the drafting
party has no application and is expressly waived.
9.17 Further Assurances. Each party covenants that at any time, and from time
to time, it will execute such additional instruments and take such actions as may
be reasonably requested by any of the other parties to confirm or perfect or
otherwise to carry out the intent and purposes of this Agreement.
9.18 Termination. Except as otherwise expressly provided herein, this
Agreement shall continue in effect until ninety (90) days after the date on which
all of the contents of the Escrow Account have been released in accordance with
Section 5 above and, without any further action by the parties, shall terminate on
such date. Such termination shall not affect the liability of any party with respect
to any breach by such party of this Agreement occurring prior to the date of
termination
[remainder of page intentionally left blank; signature page(s) follow]
10
1010?
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first set forth above.
FPL:
Florida Power & Light Company
By:
Name: George K. Hardy
Title: Vice President, Distribution
Witness:
Print Name:
Witness:
Print Name:
ATTEST:
DWIGHT E. BROCK, Clerk
Deputy Clerk
Approved as to form and
legal sufficiency:
Scott R. Teach
Deputy County Attorney
11
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
Fred W. Coyle, Chairman
U
Dwight E. Brock, Clerk of Court
By:
Name:
Witness:
Print Name:
Witness:
Print Name:
ESCROW AGENT:
Fifth Third Bank
Corporate Trust Services
By:
Name:
Title:
Witness:
Print Name:
Witness:
Print Name:
12
19
EXHIBIT A:
ESCROW ACCOUNT FEE SCHEDULE
Escrow Management Fee: $5,000.00
Legal Fees: $3,000.00
13
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FPL
OH / UG Conversion - Construction Phase
Collier County - Vanderbilt Beach - Phase #1
Illustrative Timeline - *
Individual Service Conversions -(FPL/County)
Up to 180 -days 26 18
Foreign Utilities - County (if required)
OH Removal / New Underground 2 to 4 4
Overhead (FPL) - Removal
Overhead Facilities removal once 6 to 10 9
all foreign attachments are
removed from the poles
65 wk.
" This illustrative timeline is provided solely for the purpose of a general estimate for the completion of the
Conversion project and in no way supersedes or alters the UFCA, or FPL's general construction practices.
The parties understand and acknowledge that the illustrative timeline is subject to weather
conditions (e.g. storm events, hurricanes, cold snaps, etc.) labor or material shortages, or other acts
of God that may affect the timing of the project and hold FPL harmless for any delays to the project
that may occur outside this illustrative timeline.
25
Estimated
Time
Total
(wk.)
Time
Bid Process (if required)
Underground Work -
8 to 10
10
Underground ( FPL )
Install new underground system
16 to 28
20
Overhead (FPL) - (Make Ready if required)
Make Ready Work
4
4
Individual Service Conversions -(FPL/County)
Up to 180 -days 26 18
Foreign Utilities - County (if required)
OH Removal / New Underground 2 to 4 4
Overhead (FPL) - Removal
Overhead Facilities removal once 6 to 10 9
all foreign attachments are
removed from the poles
65 wk.
" This illustrative timeline is provided solely for the purpose of a general estimate for the completion of the
Conversion project and in no way supersedes or alters the UFCA, or FPL's general construction practices.
The parties understand and acknowledge that the illustrative timeline is subject to weather
conditions (e.g. storm events, hurricanes, cold snaps, etc.) labor or material shortages, or other acts
of God that may affect the timing of the project and hold FPL harmless for any delays to the project
that may occur outside this illustrative timeline.
25
DAITA INC.
CONSULTING
1 \ I TL i
Planning • Visualization
Civil Engineering -Surveying & Mapping
August 8, 2011
Darryl Richard
Collier County Government
Transportation Department
2885 South Horseshoe Drive
Naples, FL 34104
Subject: Professional Service Proposal for Vanderbilt Beach MSTU — Phase IV
(RWA, Inc. File No. '080010.00.05)
Dear Darryl,
RWA, Inc. is pleased to submit the following proposal for land surveying and subsurface utility
services associated with the redesign of the existing FPL aerial lines. Outlined below is our
understanding of the project profile and the assumptions we have used to develop our scope and
associated fees in response to your request for proposal. This proposal has been prepared with the
knowledge and experience gained through the successful completion of the Phases I, IIA and
Phase III of the project. It is worth noting, that should the Board consider undertaking the
remaining phase concurrently, the timing will help us compress the time schedules for
completion, and avoid subsequent mobilization time and expense.
PROJECT PROFILE
• Collier County (Client) intends to assist the MSTU with the redesign of the existing FPL aerial
lines located within the MSTU boundary in Section 29, Township 48 South, Range 25 East in
Collier County, Florida.
• The Client has issued a request for proposal including a preliminary scope of services.
• RWA shall provide a detailed topographic and control survey and existing underground utility
locations within Phase IV, as depicted on the Vanderbilt Beach MSTU power line-
underground installation exhibit, received on January 4, 2008, and amended to divide Phase II.
The surveying limits are 10' outside of the existing right -of -way.
• Phase IV shall include Vanderbilt Drive from Bluebill Avenue, northerly to just south of the
intersection with Wiggin's Pass Road. (7,900 linear feet)
• The Client desires to retain the services of RWA, Inc. (Consultant) and proceed with the
Project as described within this proposal.
• The project will be permitted, designed and developed in three subsequent phases.
• Phase I of the project (approximately 10,200 linear feet) included an additional services
(change order) to utilize vacuum excavation methods to obtain vertical information on
twenty seven (2 7) specific locations at the request of FPL, or one hole per 400 linear feet
6610 Willow Park Drive, Suite 200, Naples FL 34109 • (239) 597 -0575, fax; (239) 597 -0578
www.consult- rwa.com
Z 0
This proposal for services factors in the use of vacuum excavation at a rate of one hole, per
300 linear feet for each of the subsequent phases The use of vacuum excavation is to clarify
potential utility conflicts This shall be billed on a per hole basis at the rate of $625 per hole.
The line item listed in the Professional Fee section is only an estimate based on the number
calculated at one hole per 300 linear feet.
PROJECT ASSUMPTIONS
• The client will make available all pertinent information associated with the project including,
but not limited to, legal descriptions, existing surveys, permits, title policies and other
available documents.
• The vertical datum will be collected in NAVD 1988 and converted to NGVD 1929.
• Any additional surveying services, additional underground soft digs or the use of ground
penetrating radar, beyond the Scope of this Proposal, shall be billed on a time, material and
expense basis as per the approved rate codes stated within Annual Contract # 09 -5262.
• This proposal includes performing all services described within on a one -time basis.
SCOPE OF SERVICES
1.0 Control Survey
1.1. Reproduce the recorded right -of -way and baseline information. Right -of -way shall
include the intersecting road within the project limits. The right -of -way information
shall be labeled, including, date, bearings and distances. In addition the following
information shall be noted:
a. Horizontal datum — tied into the Florida State Plan Coordinate System, NAD
1983/1999 Adjustment. RWA will provide project control network sheets for
the survey baseline control points instead of setting reference points.
b. Vertical datum (benchmarks) —1988 (NAVD 88), set eight per project area.
c. Existing layout shall be tied to the existing right -of -way.
d. Locate existing visible property markers (e.g. — iron pipe, concrete monuments,
etc.)
e. Tie buildings located within 20' of the proposed limits of the project to the
existing right -of -way.
1.2. Property ownership shall be determined from Collier County records and
incorporated into the plan drawings and files. Property lines do not need to be
surveyed, but shall be verified utilizing any visible property markers, wherever
possible. The MSTU will provide or make available to the surveyor the identifying
property owner information and easement report upon request.
2.0 Topographic Survey
2.1. Locate and collect spot elevations of the above - ground visible improvements
located within the project limits. Improvements include, but are not limited to:
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drive aprons, sidewalks, pathways, exiting utility poles and pedestals, fire hydrants,
trees, planted hedges, mailboxes, signage, signal poles, street lights, and any other
existing feature that could impact, or be impacted by the proposed improvements.
2.2. Locate individual decorative (landscape features) trees 4" in diameter and up.
2.3. Locate the outline of hedgerows and planted areas.
2.4. Collect sanitary and storm structure data; rim elevations, inverts, pipe sizes
directions and condition.
2.5. Locate the elevation of Mean High Water in the areas immediately adjacent to the
bridge and associates abutments. It is also possible, that the Consultant may have to
perform a Mean High Water Survey, depending upon the elevations of natural
ground in the mangrove areas leading up to the bridges. Consultant shall coordinate
such activities with both the Collier County Project Manager, and Florida
Department of Environmental Protection (FDEP). If it becomes necessary to
produce a Mean High Water Survey, suitable for submission to FDEP for approval,
during the permitting process, that shall be considered beyond the Scope of this
project.
3.0 Underground Utility Location
3.1. Locate all known utilities in Phase IV of this project, using ground penetrating
radar and/or radio detection. (To be performed by our subcontractor, Earthview.)
3.2. Paint and flag utilities in accordance with Florida D.O.T. Requirements. (To be
performed our subcontractor by Earthview.)
3.3. This proposal does include vacuum excavation, assumed to be at a rate of one
hole, per 300 linear feet (To be performed by our subcontractor Earthview,
LLC.) The number of holes for Phase IV is estimated to be 27. The line item
below in the FEES section, will be billed on per hole basis, and only the actual
number of holes will be billed to the client.
3.4. RWA, Inc. will field locate underground utilities, as marked in the field by Earth
View LLC. The utility locations will include the horizontal locations of all marked
lines. Field locations will be delivered in Auto Cadd format.
4.0 Reimbursable Expenses
4.1. Expenses for blueprints, reproduction services, overnight or express delivery
services, and vehicle mileage, shall be reimbursable to RWA, Inc.
PROFESSIONAL SERVICE FEES
The professional service fee estimates for the associated scope of services are listed below.
Page 3 of 5
GAMSTU 2012\ALL MSTU\I_VANDERBILT\PROJECT LIM01 -05 -12 meeting prep\Phase 4 survey\2011- 08- 08 -PSA -D Richard -Ph IV.doc
Scope of Services (Phase
1.0 Control Survey
2.0 Topographic Survey
3.0 Underground Utility Location
(27 Soft Digs @ $625 per)
5.0 Reimbursable Expenses
Fee Type
$ 6,800
Fixed
$ 36,000
Fixed
$ 21,400
Fixed
$ 16,900
THE
Total $ 81,100
$ 500
T/M/E
Note: T/M/E denotes Time, Material and Expense billing category. Stated Fee is an estimate
only; client will only he billed for actual hourly costs related to individual surveying services
Deliverables
• RWA will submit an Autocad Version 9 or higher electronic file in DWG format as required
by FPL.
• The final control survey shall include a detailed and accurate compilation of control points
established by a closed traverse loop through the primary control points or with a Global
Positioning System -based network, to assure an error -free or closed control network. Relative
error or loop closure will conform to requirements of subsection 61G17- 6.003(1) (e), FAC. All
control points will be referenced to the Florida State Plan Coordinate System, NAD 1983/1999
Adjustment.
• Up to four copies of the final control survey will be provided in hard copy print, signed and
sealed by a Florida registered Surveyor and Mapper.
Excluded Services
The professional services to be provided by the Consultant are limited to those described in the
Scope of Services. All other services are specifically excluded. Listed below are excluded
services that may be required or desired by the Client:
• Construction Layout Services
• Preparation of Sketch and Descriptions
• Easement Vacations
• Special Purpose Surveys
• Radar Topography
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101
ACCEPTANCE AND AUTHORIZATION TO PROCEED
Period for Acceptance
This Proposal /Agreement is open for acceptance by Client through October 31, 2011. After the
acceptance date, the proposal may be withdrawn or subject to modification by RWA, Inc.
Acceptance
If this Proposal /Agreement satisfactorily sets forth Client's entire understanding of the
agreement, please sign one copy of this agreement in the space provided and return it to RWA,
Inc. as authorization to proceed with the work.
Owner /Client Authorization
I hereby certify that the undersigned is the Agent to the Owner of the property that is the
subject of this proposal. I hereby certify that the undersigned has the authorizing authority to
execute this contract for professional services. I hereby authorize the performance of the
services as described herein and agree to pay the charges resulting thereby as identified above
in accordance with the attached Standard Business Terms and Conditions and Rate Code and
Fee Schedule of RWA, Inc.
Accepted this day of , 2011.
LE
Please Print Name Title
For: Collier County Transportation
Thank you for the opportunity to submit this professional service proposal. Please call if you
have any questions. We will look forward to hearing back from you soon.
Sincerely,
Michael A. Ward, PLS
RWA, Inc.
Director of Survey, VP
Encl.: Collier County Rate Code
Billing Address Information
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Richard -Ph IV.doc