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Agenda 01/27/2015 Item #16A13 1/27/2015 16.A.13. EXECUTIVE SUMMARY Recommendation to approve the termination of a 2005 Developer Agreement between Collier County and Naples Syndications,LLLP and approve a replacement Developer Agreement between the County and the new Developer, ARGO Warm Springs LLC, to among other things design, permit and construct of a portion of Woodcrest Drive. (Companion to Agenda item 17B). OBJECTIVE: To fund, permit and construct a portion of Woodcrest Drive from Acremaker Road to Tree Farm Road and provide water management for Tree Farm Road. CONSIDERATIONS: The Collier Boulevard and Immokalee Road corridors are the primary north-south and east-west corridors in the northeast urban area of Collier County. The continued development of the Tree Farm, Woodcrest and Massey connection will provide an alternative roadway network and intersection by-pass. The Board approved a Developer Agreement with respect to the Warm Springs Development on January 11, 2005, in which the then-developer agreed to contribute funds for the construction of the bridge expansion, utilities, sidewalks,turn lanes, and fair share of the road construction costs of Tree Farm Road. Due to the economic downturn, the original developer did not fulfill its Developer Agreement commitments, and in July of 2014 the property was sold to ARGO Warm Springs LLLP. ARGO has agreed to replace the 2005 Agreement with a new Developer Agreement which provides in salient part as follows: 1. Developer at its sole cost and expense (and with no impact fee credits) will design, permit, mitigate, and construct the extension of Woodcrest/Massey Road consistent with defined conceptual plans, and may not receive more than 200 Certificates of Occupancy for residential dwelling units prior to the completion of the Road Improvements. County shall provide CEI services for the Road Improvements. Upon the successful completion of the project, the extension will become a County road with the County having ongoing maintenance responsibilities. 2. Developer will provide all stormwater management and stormwater permitting modifications for the existing portion of Tree Farm Road as required for a minor collector cross section from Collier Boulevard to approximately 2,465 feet east, and also supply a slope easement. 3. In addition, there is a pending condemnation case concerning this matter. Developer has agreed to forego any compensation with respect to this condemnation, and will be solely responsible for the payment of any claimed expert and attorneys fees arising from this condemnation. FISCAL IMPACT: Staff has calculated that termination of the 2005 Agreement and approval of the replacement Developer Agreement is fiscally neutral, but prefers the new Agreement as it Packet Page-352- 1/27/2015 16.A.13. provides greater fiscal certainty to the County in a period of escalating construction costs. The agreement places the full burden on any overages on the Developer. The CEI and testing will be funded through the Tree Farm Road/Woodcrest Drive project#61001, source of funds are impact fees. GROWTH MANAGEMENT IMPACT: The proposed agreement is consistent with the Long Range Transportation Plan and the Growth Management Plan. LEGAL CONSIDERATIONS: This matter has been reviewed by the County Attorney, is approved as to form and legality, and requires majority vote for approval. -JAK RECOMMENDATION: To approve the termination of a 2005 Developer Agreement between Collier County and Naples Syndications, LLC, and approve a replacement Developer Agreement between the County and ARGO Warm Springs LLLP to design,permit and construct of a portion of Woodcrest Drive and authorizes the Chairman to execute the Developer Agreement. Prepared By: Amy Patterson, Capital Project Planning, Impact Fees and Project Management, Growth Management Division Attachments: 1)Project Location Map; 2) The 2005 Developer Agreement; 3) The Replacement Developer Agreement, with exhibits Packet Page-353- 1/27/2015 16.A.13. COLLIER COUNTY Board of County Commissioners Item Number: 16.16.A.16.A.13. Item Summary: Recommendation to approve the termination of a 2005 Developer Agreement between Collier County and Naples Syndications, LLLP and approve a replacement Developer Agreement between the County and the new Developer,ARGO Warm Springs LLC,to among other things design, permit and construct of a portion of Woodcrest Drive. Meeting Date: 1/13/2015 Prepared By Name: BeardLaurie Title:Planned Unit Development Coordinator,Transportation Planning 12/16/2014 11:07:56 AM Approved By Name: PuigJudy Title: Operations Analyst,Community Development&Environmental Services Date: 12/16/2014 3:41:43 PM Name: KearnsAllison Title:Manager Financial &Operational Support,Transportation Administration Date: 12/23/2014 3:52:50 PM Name: PattersonAmy Title: Manager-Impact Fees&EDC,Business Management&Budget Office Date: 12/23/2014 4:35:59 PM Name: ShueGene Title: Director-Operations Support,Transportation Administration Date: 12/29/2014 10:00:24 AM Name: AhmadJay Title: Director-Transportation Engineering,Transportation Engineering&Construction Management Date: 12/29/2014 10:03:44 AM Name: MarcellaJeanne Title: Executive Secretary,Transportation Planning Packet Page-354- 1/27/2015 16.A.13. Date: 12/30/2014 9:30:27 AM Name: UsherSusan Title: Management/Budget Analyst, Senior, Office of Management&Budget Date: 12/31/2014 1:02:54 PM Name: KlatzkowJeff Title: County Attorney, Date: 1/6/2015 3:34:32 PM Name: OchsLeo Title: County Manager, County Managers Office Date: 1/7/2015 8:49:36 AM Packet Page-355- 1/27/2015 16.A.13. 4 *, ; . D � r "r�"' O 'rya Q e � .w*c t'�.r.TheQuarry bY .. �!k" t� t iKor'w ,,gy rr: i et a 'a "°+0' Pulte Homes .i. - =.'I �- >v..rl,? ,.nrc. ry p- 'a fir, r- Weethe+ed Sta r --";PI. '-.~ ✓ s to � .-,,,1` 2 t r"` i`. .. sornor t . okalee Rd" i lmmokalet Rd; a45 k ari, 76 —.. ..( - a ,.. t '.1 „in m s P R 0,1 ET C11)77:14; g� i t m „' r LcA 1 0. _ 2 r. r 93� ._;i a.....,,,,,?*it 4„.,,... 957 ',.t+ i.�t .r ..1 It Eleach Rd r° ,,,,852 a..Vanderbilt Beach lid ..._ __ "-- .-.... 862 c y , fi o k �' `. n 7th AVe NW - `,°f �. �>;t• i ��� a ..e T ,o".,m,, o .q�'araa.rm,...-' f t „x „E.:::,,,/, ¢ c > 1E§i` I StMaveNW a L � K4 � f Dr Or �- - , 4, z 14-•'-- Erb t9�ear ' ;' �'� v., l� le x x M xy r•. f " si „it t ` "it `r �,71 w ',.► i�. ! A S,'1r -ifs ��L'4t't.�V i { �r Z �i �.-' � ' ROP'OSED' a • - Ti�EE FARM RD +Q' �r� 1 5r."''.x,"z6uk�..i�s'•" �-.i.�".'�i k fs, 'r{K '�' �t t''r �'ti�Np 7 4 1 fi i"t v `,n ups _ ,, "A9r -:,,,,,t.,7,,,..„:-,.z"``:'a �'.m _ � 7 5. •�.s.A r�,.,,. a .a.x.Si .. _ 'I i.i - ,.LC:Jr�i.. '+e.'V - -,., n�, CH2MHILL Collier County PROJECT LOCATION Packet Page-356- Retn: 3554775 OR: 3730 PG: 1/27/2015 16.A.13. CLERK TO THE BOARD RECORDED in the OFFICIAL RECORDS of COLLIER COUNTY, FL COPIES 13.00 INTEROFFICE 4TH FLOOR 02/08/2005 at 08:12AN DWIGHT B. BROCK, CLIEI BIT 7240 DEVELOPER CONTRIBUTION AGREEMENT WARM SPRINGS // THIS AGREEMENT ("Agreement") is made and entered into this day of -.704.0`y , 2005, by and between Naples Syndications, LLC, hereinafter collectively referred to as "Developer," whose address is 540 Myrtle Road, Naples, Florida 34108, and The Board of County Commissioners of Collier County, Florida, as the governing body of Collier County,hereinafter referred to as"County." RECITALS: WHEREAS,Developer has legal . I •4 orr . the owner of approximately 119 acres of property in unincorporated Collier Co• "'VII'. ., , klijt*. site of a Planned Unit Development ("PUD") known as Warm Spring" P ID, a/k/a Nicaea a (hereinafter referred to as the "Development"), which present Doc ment was appro'ed b the County by Ordinance No. 2003-64;and WHEREAS,the partie ha - •gr--• t «: .? dr ons set forth below;and !. .\ WHEREAS,after reas 1,nod co sidera •n by %Bo. , of ty Commissioners,the Board finds that the terms and co ions set forth belljw • e i ti onformity with contemplated improvements and additions to `• ounty's transportation` +� and are consistent with both the public interest and with the Co omprehensive ;t, d other regulations pertaining to development. _ C'lRC WITNESSETH: NOW,THEREFORE, in consideration of Ten Dollars ($10.00)and other good and valuable consideration exchanged amongst the parties,and in consideration of the covenants contained herein, the parties agree as follows: 1. All of the above RECITALS are true and correct and are hereby expressly incorporated herein by reference as if set forth fully below. 2. All Development Commitments with respect to Traffic and Transportation as set forth in the PUD Document are hereby deemed incorporated in full herein,as if expressly set forth herein, and are expressly made a part of this Agreement. In the event of any inconsistency between this Agreement and the PUD Document,the PUD Document will control. 3. Developer will pay to County half of the estimated costs for the design and construction of a local road cross section including utilities (limited to water and sewer) for Tree Farm Road, which project is generally described in Exhibit"A"to this Agreement("Project"). The Developer's share of the estimated cost of construction and design of the Project is $500,000.00. Developer will pay County $250,000.00 of this estimated cost within 120 days following the approval of the first Development Order (which term is defined in Section 1.08.02 of the Collier Page 1 of 4 Packet Page -357- OR' : 1!27/201516.A.13. County Land Development Code) with the remaining balance of$250,000.00 due 120 days after the first payment. 4. Tree Farm Road will be constructed in several phases. Upon commencement of the Collier Boulevard capital improvement project #65061, Developer will pay County the sum of $55,499.00 in lieu of construction of the required sidewalks along the first portion of Tree Farm Road. Developer will also pay the County the sum of $57,500.00 in lieu of construction of the required sidewalks along the remaining frontage of Tree Farm Road within one year following approval of the first Development Order. 5. Developer will pay to County half of the actual costs incurred for the design and construction of the bridge upgrade over the canal from Collier Boulevard onto Tree Farm Road, which project is generally described in Exhibit `B" to this Agreement ("Bridge Improvements"). Developer's share of the estimated cost for the Bridge Improvements is $78,125.00. Developer will pay County the estimated cost of the Bridge Improvements upon commencement of the Collier Boulevard capital improvement project#65061. Following completion of the Bridge Improvements, within a reasonable time following written d- is .• _ • one party to the other, Developer shall pay County, or be reimbursed by County, att it •,L a•r, a e difference between the Developer's share of the actual cost of the • • construc ice • e Bridge Improvements and the Developer's share of the estimated cCg of design and construe on f the Bridge Improvements. 6. Developer will ay to oun • :i of th actual cos s incurred for the design and construction of the northboun ri: B i , o - • ► ' , d eading onto Tree Farm Road, which project is generally des ri•;d n E hi "I' r; • s`+r i ee', -n ("North Bound Turn Lane"). Developer's share of the esti ante■ ••-s"o ' „-Bo ,u ►4 : e is $12,500.00. Developer will pay County the estimatq t of the North Bo •' , rn 1 upon commencement of the Collier Boulevard capital improv- 'i-+t project#65061. "• ldw-rig ••mpletion of this work, within a reasonable time following written . i d from one party t• • her, Developer shall pay County, or be reimbursed by County, an am•.' - • i :. o the •'• a - te •-tween the Developer's share of the actual cost of the design and constructi• - •i N ' • d Turn Lane and the Developer's share of the estimated cost of the design and construction o the North Bound Turn Lane. The County will provide the southbound left turn lane on Collier Boulevard leading onto Tree Farm Road at no cost to Developer. The County will also provide for the design and construction of a traffic signal at the intersection of Collier Boulevard and Tree Farm Road when warranted. Developer will pay for its fair share cost of all actual costs incurred with respect to the traffic signal when installed. 7. Developer will pay to County all actual costs incurred for the design and construction of an eastbound left and the westbound right turn lanes on Tree Farm Road leading into the Development, which project is generally described in Exhibit "D” to this Agreement ("Tree Farm Road Turn Lanes"). The estimated cost for the Tree Farm Road Turn Lanes is $50,000.00. Developer will pay County this estimated cost of the Tree Farm Road Turn Lanes upon commencement of the Collier Boulevard capital improvement project #65061. Following completion of the Tree Farm Road Turn Lanes, within a reasonable time following written demand from one party to the other, Developer shall pay County, or be reimbursed by County, an amount equal to the difference between the actual cost of the design and construction of the Tree Farm Road Turn Lanes and the estimated cost of the Tree Farm Road Turn Lanes. Page 2 of 4 Packet Page-358- OR' 3' 1/27/2015 16.A.13. 8. Developer will provide all stormwater management and stormwater permitting modifications for Tree Farm Road as required for a minor collector cross section for the distance of approximately 2,465'. 9. Developer will pay to County the sum of $12,750.00, which the parties agree is Developer's fair share for the temporary asphalt to be provided by County, until such time as Tree Farm Road becomes a minor collector. The Development shall have ingress and egress onto the temporary section of Tree Farm Road. Developer will pay County this sum within 10 business days prior to the date the actual pavement is scheduled to be applied. County shall complete construction of the temporary road by June 1, 2005. In the event the County is delayed in completing the Temporary Road, County shall not withhold Certificates of Occupancy for any units completed by the Developer after June 1, 2005. It is understood and agreed that County intends Tree Farm Road to be constructed as a minor collector road, and that the County shall maintain access to the Developer's project at all times during County construction of the minor collector road at no cost to Developer. 10. The burdens of this . eVi Rs t ding upon, and the benefits of this Agreement shall inure to, all succ fe� ` nterest to • , es to this Agreement, including any Homeowner Association(s). Exeepct.) otherwise provides a n, this Agreement shall only be amended or cancelled by mutual ritten consent. ,the part' s reto or by their successors in interest. 11. Developer ac owl-d.es d ale ] o„th"s gr ment to address any permit, condition, term or restriction GI • el - t-- — e a=, at441 owner, or their successors or assigns, of the necessity of c l 'ng with any law, •rdin. c:, or regulation governing said permitting requirements, condit , rms or restriction ;,Q 12. In the event state or :_,s are - P . to s • er the execution of this Agreement, which are applicable to and preclude i ' . ArtOrCirt e parties' compliance with the terms of this Agreement, then in such event this Agreemen s all be modified or revoked as is necessary to comply with such laws, in a manner which best reflects the intent of this Agreement.This Agreement shall not be construed or characterized as a development agreement under the Florida Local Government Development Agreement Act. 13. This Agreement shall be recorded by the County in the Official Records of Collier County, Florida, within fourteen (14) days after the County enters into this Agreement. Developer shall pay all costs of recording this Agreement. A copy of the recorded document will be provided to Developer upon request. 14. In the event of a dispute under this Agreement, the parties shall first use the County's Alternative Dispute Resolution Procedure as described in Exhibit "E". Following the conclusion of this procedure, either party may file an action for injunctive relief in the Circuit Court of Collier County to enforce the terms of this Agreement, said remedy being cumulative with any and all other remedies available to the parties for the enforcement of this Agreement. Page 3 of 4 Packet Page -359- . '• 1/27/2015/27/2015 16.A.13. Oil}��(. b. .r.I • r. Y V V V IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their appropriate officials, as of the date first above written. Attest:.,, . �j c,-,t,,,..,) BOARD OF COUNTY COMMISSIONERS DWIO1 PE:BRQ6K1Clerk COI 1JER COUNTY,FLORIDA `c' R. . ji4' ;CL" % •1.4 ,..02 By W. :_- ' s' - I?e u Clerk Board of County Commissione Chairman run-s c, %.i1 tt v•oit1y. WITNESSES: NAPLES S • ' /r • S.LLC A Florida % lab. it •rporation ....... :0&20 Aa_e-;Print Name: . e p. R. ''1.++r►�#, Q RO`:"� ± GER,Manager Print Name: ll •.K I<Skt� + ,� N STATE OF �✓ h C 0 IT?"' ) OUNTY OF f 1116...1 — The foregoing instrument was :. • ledged before m` l / day of ✓y/4✓9 / , 2005, by ROBERT SINGER, as , .�of Naples Syndic. •, ntrLLC, who is [ 1 personally known to me, or [ 1 has produced driver's li . .. 3S_.�,,. as identification. I/L CIS` / TA.IQY PUBLIC (SEAL) ame: ��� P9 V19 -� (Type or Print) My Commission Expires: Judy A. V ,,,v.1 "'TARY PUBLIC Si �i of New York No. 01VA46i5385 Appro ed . t, iciency: t:;ualified in Queens County C -iu4 ,rrn Expires Apr. 30, 2010 2 Jeffrey II Klatzk• Assista County • ttorney Page 4 of 4 Packet Page-360- EXHIBIT "s" 1/27/2015 16.A.13. To 12005001 TPA_179811.CB.PP.90 60' R/W 4' whits stripe between Om Ions and travel Ions. Appropriate traffic Slaps • signing and stripin for blur Ions. 1/4' Per Ft concrete 11' 11' 4' _ Wolk -0—w. 4' — 4' 6 apt B1 r 6' �� .... h 1' Asphaltb ca Crte \ LANE �� tt 2' r- - k � Fo _ D 8 Lneoc Boer (Primed) Water Main (LBR 100) 12' StobDized Subgrads (LBR 40) .1. r s. i i Sanitary Sewer Loca cn.or cue: Deviations Require Approval Of Wastewater Department Minor Collector 1). Aferdbc amens WWI be tee S r nerd le eePw.ed by be - ...tie.w,.,t engine.. . 1 . , Z. CptT 4 Ashok porov�el by *know mgr be ryetlWtM M - - x be ens(1')feet older the.the spechle■conioste -et' IMO be t'.Who(tee�.4'bsereet Mss 3). Dedeben ken the Bugg stee leeebsr d In It Mb.1y be says!d D.eswegnunt 7 1 ., . ,i v t . ;/4„,, Ft. 2. s 1. O ••••... 1 + 1' r Connie + PCS 1.5� hot k Volley Sidewdlr &Mrs• Gutter 1 '/. `a`) - . rs43 wet a .,. r Limrock Base (Primed) Line Mein (LBR 100) G' 12' Stoblized Subgrode (LBR 40) S' Sanitary Sewer Location C) Alternate Locations or W Deviations Require Approval W Of Wastewater Deportment —3 "'n" Local Street 1) Aepntitk esww WA M trs S r.as+w eppreees 111 1111.swty/weloPrunt.esb•r. 2) AgMlle een.ete ekfeedb way M sMtlMrted Nr een.ete tidewebe Won 1001.4111 by be aunty 4ew91hPeent rogue..Mbadt wow ghee be one(1')feet wiser ern the epedsed amorete web. the Alehtit elk ties be 1'who(t1es d). 4'bn.eck Mr(191.111). 3)es.etisn tram suggested leoettls of b*ootraehn or eleee attebe Poll%tirse be abbot to the OeAep- meet senior*Suter. `,\. I./, "V/ Tree Farm Road • " CH2MHILL Typical Section Alternatives „I.w, .... I Packet Page-361- • EX 1/27/2015 16.A.13. E N Z v 10 Is) ii '1 0 o 0 cc H I CC Q i I L, n Of C 1 C,,o 1!I11 E 0 o LL w U Pie m / a b Ill, m � fri i ,. , :,11 O , /\ .*,,,) w 6c1 ac s ZA CI 9L` - r o .0iV8 13311100 , _ - c is ►. ° w w i o • C p m i 3A00 1 0 N3OWV0 2g a % m U aiJ 0 t- • Packet Page -362- • Exxisi-1/27/2015 16.A.13. T012005001TPA 179811.CB.PP.90 ■ AI Proposed Drainage Ditch 100'Canal R/W co L.i 1- 1`, aI *1 °1 • vorslAm+ozsz _ t TREE FARM ROAD i; %, I1 1 1 0 I CO J 1 m I tY W J J O U m -RCi u l o J 1.fA = 0 E 2 Fe D ~ (\:"4. 1 1) -7111 ''' [..., Mi i CL'' c1 1 - b I C1 0 ■ w w N II Ps. 1 i i I 1 W f" W 0.„ ..... .,191 J Z 0 i ilf/!%r Collier Blvd. Northbound Scale in Feet 4 CKZMHIL . Right Turn Lane to Tree Farm Road Packet Page -363- . E X H I B I: 1/27/2015 16.A.13. • l - :, N \1 ri ; 11 it i N —I g I r E ID 8 i1 a a T I o N y D p o N , I ,; a c 2 ami 0 I I w I @ C1 F r i m 0, o i I m I m fa „ -1 I I m I v co m 3 i o I r �Y i 3-N . M I. co 7 ; I o 1 I r I , -• 7 D A cu v m ' na I y 11 1 co cr"' \,...., VIR.04144 5: o c II cu c CAP'S') I IPH '11 go 13 AMMEMik i " la : Mit T \ • —1 z m ma��r ; Pcil zx m . obm CNi\IIIILIPr W . 's L.. __ . ; 1"" o z Ni H J ca Ate a- N ' N C C I �, c> I I I r d M i 3 1 : r I =CU 7 1 C i CD i iv 1 a 1 1 If:`-'- z 1 W 4 ' • Li; 3 1 I ....t I 3 P I `° 1 Packet Page-364- EXHIBIT 11- (5 pages) /27/2O1516.A.13. COLLIER COUNTY ALTERNATIVE DISPUTE RESOLUTION PROCEDURES 1. INTRODUCTION: Florida law provides that written arbitration agreements are valid, irrevocable and enforceable. Unless otherwise provided for herein,the provisions of Florida Statutes,Chapter 682.01 et seq. shall be controlling. These provisions provide a mechanism to resolve claims or disputes that could potentially lead to litigation in construction contracts. The object is to attempt to settle claims by mutual agreement or to make a good faith effort to settle claims and disputes prior to litigation in court. The methods involve binding arbitration and pre-suit mediation. Arbitration is a quasi-judicial approach in which a dispute is resolved by a trier of fact after presentations by opposing parties. Its purpose is the speedy and economical resolution of disputes. Arbitration is traditionally a less formal process than court litigation. Mediation is a method used to settle disputes using an impartial person who listens to presentation by both sides and facilitates settlement negotiations between the parties. Collier County will utilize the Twentieth Judicial Circuit Court Mediation and Arbitration Program (hereinafter"Court Program"),to facilitate these procedures. 2. DEFINITIONS: 2.1 Claim: A demand by either party to a co _ • equitable adjustment of payment under a Collier County construction contract. A claim should . ecgetriGegidi,' •utes existing at the time of presentation to arbitration or mediation. 2.2 Evidence: Oral testimony, ttei, or •rinted material or oth• thi s presented to the arbitrator[s] or mediator[s] as proof of the existence o non t c of a t. 3. JURISDICTION: \\ k { � 3.1 A claim that does not ex eed ,$ 0 t e 1 : claimed s g me s c , shall be submitted to binding arbitration. The parties may, by mu u o a a o a • •erso`• i g -' bitrator panel. Aggregate claims may total more than$250,000.00 for i>n arbitration,but no sin 1,4 clai y� eed that amount. -k O 3.2 A claim in excess of $250,00g10- ought pursuant g p to a cbrtstrueti/oh contract with the county shall be submitted to mediation or binding arbitraikn5 untarily agreed to .,parties. All claims less than$250,000.00 and all non-monetary claims brought pursuat. i .tc a cps, �li the county must be submitted to binding arbitration. ` ( '� - 3.3 Prior to the institution of any litigation in a circuit court against Collier County, this Dispute Resolution 47 process must be initiated. 0 3.4 Once the dispute resolution procedure has been initiated,a court of law may not consider the issues involved in the claim(s)until the dispute resolution process has been completed. 3.5 The claim must be a dispute between the County and the prime contractor. 3.6 The claim must be related to issues in dispute, which have been previously submitted in good faith to the County pursuant to this procedure and could not be resolved by negotiation. 3.7 Pendency of a claim or arbitration or mediation of a dispute shall not be a basis for delay of the contractor's performance under the contract. 4. INITIATING DISPUTE RESOLUTION PROCEDURE: 4.1 Either party shall initiate a request for mediation or arbitration within thirty(30)calendar days after a denial of the claim after negotiation by County staff or no later than forty-five(45)calendar days after knowledge of a claim by claimant. In any event, no claim shall be made after the date when institution of legal or equitable proceedings based on such claims would be barred by the applicable statute of limitations. 1 Packet Page-365- 1/27/2015 16.A.13. 4.2 Upon request, the County will make available to any party wishing to initiate arbitration or mediation, a procedural package containing the necessary forms. The forms shall include a Notice of Claim, a Request for Negotiation,a Request for Arbitration and a Request for Mediation. The County's Purchasing Department shall have these forms available and they will be included in the County's bid package. 4.3 Either party to the contract may initiate arbitration or mediation of a claim by submitting a Request for Arbitration or a Request for Mediation Claim Form to the Purchasing Department. The initiating party must indicate on the form whether or not they will be represented by counsel during the hearing and may indicate a desire to resolve the claim based solely on a submittal of documents by the parties with no hearing. 4.4 The Claim Form shall be accompanied by: a. A brief summary of the nature of the dispute involved in each part of the claim. b. The amount of compensation being requested for each part of the claim along with supporting information. c. Copies of additional written information, not previously submitted under Section 3 including exhibits, intended to be used during the hearing to support the claim, excluding the contract documents. It is suggested that information be assembled in a tabbed notebook for ease of reference. d. Contract Time analysis if a Release of Liquidated Damages is included in the claim. e. No new or different claim,other than ilihGiga med,will be allowed once the time and date for the hearing has been set. f. If the arbitration panel or me ato •etermines that information ow to a person not in attendance at the hearing or the mediation is sse is . arrivi _ .t—its. ision • for he fair exercise of the mediation 0 process,he or she may obtai a written affi•• it • that pdrson and me such statement into the record. 5. ADMINISTRATION OF B ' I• 5.1 The respondent shall prepa b o t .im . •P rnis'` •p RDA e party requesting arbitration and to each of the members of the panel it is received at least ca le dar •a• prior to the date scheduled for the hearing. k a O 5.2 The County shall set a time and a • an arbitration hea ' yit •n 21 calendar days after receipt of the Request. In scheduling the time allotted for • ar _ "haonsideration will be given to the need for the greater amount of testimony or other in o , .1ternEieCiiia rder for the arbitrators to gain a complete understanding of the issues,and if a party requests ad i t • e,the arbitrators selected may continue the matter in 7-calendar day increments. A request for a continuance must be submitted to the arbitrators no later than 48-hours prior to the commencement of the hearing. Once arbitration has begun, it may only be continued in 24-hour increments. o 4s 5.3 The parties are expected to cooperate fully with each other in exchanging information prior to the hearing. In ev general, it is expected that the parties will have exchanged all documents relating to the claim during negotiations between them prior to arbitration being initiated. In any event, a full exchange of documents shall be completed no later than 7 calendar days prior to the date set for the hearing. Generally, introduction of documents will not be allowed during the hearing which have not been previously been revealed to the other party. 5.4 Depositions and interrogatories will not be allowed except upon an order from the arbitrators to take sworn testimony of an unavailable witness. 6. INVOLVEMENT OF ATTORNEYS IN AN ARBITRATION HEARING: Counsel or another person who has sufficient authority to bind that party at any hearing may represent a party. A court reporter will be present,unless waived by both parties. a. The hearing will be informal and involvement of attorneys,if desired,is expected to be minimal. 2 Packet Page-366- 1/27/2015 16.A.13. b. The parties shall have full opportunity to offer such evidence as is relevant and material to the dispute. c. Unnecessary extensive examination or cross-examination or extensive argument of legal points by attorneys representing the parties will not be permitted. The arbitrators may limit examination and argument, as they deem appropriate. 7. CONDUCT OF EVIDENTIARY HEARING IN ARBITRATION: 7.1 The County or court reporter if present shall administer an oath to all persons who are to testify during the hearing. 7.2 Documents will be accepted and identified for the record. 7.3 Distinct and severable parts of a claim may be dealt with separately. 7.4 The order of proceeding will be for the party initiating arbitration to first present evidence to support their claim. At the beginning of their initial presentation, a party shall present a succinct statement of the issues and a position on each issue. Orderly discussion between the parties as evidence is presented will be allowed. 7.5 Reasonable attempts will be made to assure that all relevant evidence necessary to an understanding of the disputed issues and of value in resolving the claim is heard and that each party has the opportunity to adequately rebut all arguments and evidence submitted. The arbitratio, z: • ., the sole judge of the relevance and materiality of evidence offered. + ,R, CO 7.6 Conformance to legal rules of ev'. 'be_ all not be necessary. 7.7 Members of the arbitration p. el •.y •uest • . .•- ies fo the • rpose of clarification. 7.8 If substantial new informal on i. , ',"*• • • t • i." e •i bitration panel deems places the other party at a severe disadvantage ah a +f inaa.i1' +. • - 17 . • .te rebu tal,the panel may elect to extend the hearing to a later date as previou l : fo h ei I. a. A stenographic record of an 1311 'ngs by a Certified Cow e... er •, previously recorded testimony or 0 document prepared under oat ., • as an affidavit is ad r� :e.1 (`-‘ SCI b. Each party shall bear an equal sh• ef5 cco.tof the arbitra • n c. Each party shall pay its own costs and a 'y sC -c' C.A.) b d. All arbitration shall be concluded within one-half(1/2)day and all mediation shall be conducted within one 47 (1)day unless continued pursuant to the provisions of Section 5.2 herein. 0 8. ADMINISTRATION OF MEDIATION: .s• w 8.1 The respondent shall prepare a mediation summary regarding the claim and furnish a copy to the party requesting mediation and to the mediator so that it is received at least fourteen (14) calendar days prior to the date scheduled for the mediation. 8.2 The County shall set a time and date for the mediation within 21 calendar days after receipt of the Request. In scheduling the time allotted for complex claims, consideration will be given to the need for a greater amount of information required in order for the mediator to gain a complete understanding of the issues, and if a party requests additional time, the mediator selected may continue the matter in 7-calendar day increments. A request for a continuance must be submitted to the mediator no later than 48-hours prior to the commencement of the mediation. Once mediation has begun,it may only be continued in 24-hour increments. 8.3 The parties are expected to cooperate fully with each other in exchanging information. In general, it is expected that the parties will have exchanged all documents relating to the claim during negotiations between them prior to mediation. In any event,full exchange of documents shall be completed no later than seven(7)calendar days prior to the date set for the mediation. 3 Packet Page-367- 1/27/2015 16.A.13. 8.4 Each party shall bear an equal share of the cost of the mediator. 8.5 Each party shall pay its own costs and attorney fees. 8.6 All mediation shall be conducted within one (1) day unless continued pursuant to the provisions of Section 5.2 herein. 8.7 If a party fails to appear at a duly noticed mediation without good cause it shall bear the costs of the mediator, attorneys' fees and other costs. The County or any other public entity required to conduct its business pursuant to Florida Statutes, Chapter 286,that party shall be deemed to appear at a mediation conference by the physical presence of a representative with authority to negotiate on behalf of the entity and to recommend settlement to the appropriate decision-making body of the entity. 8.8 A party is deemed to appear if the party or its representative having full authority to settle without further consultation, the party's counsel or a representative of the insurance carrier who has full authority to settle up to the amount of the claimant's last demand or policy limits,whichever is less,without further consultation. 8.9 The mediator shall at all times be in control of the mediation and the procedures to be followed in the mediation. 8.10 Counsel shall be permitted to communicate privately with their clients. In the discretion of the mediator, mediation may proceed in the absence of counsel. . \ ,R COL 8.11 The mediator may meet and consul . 14 ` •'t any p.■ eV. s or their counsel,if any. 8.12 If a partial or final agreement s re. ed, it shall be reduced to "'tin=and signed by the parties and their counsel,if any. 8.13 If the parties do not reach a a ar- "'►"' : • , a : u_ "�r . m-.iation,the mediator shall prepare and distribute to each party a report indi• ti the la. •1 a hg e.+e z f ot,t co ment or recommendation. With the consent of the parties, the media rt � i■`e.ti' the o' I ndr�r .1 gal issues or other action by any party that,if resolved or completed, Q a to t' .�•ssi.` ' r of a - -m �� 9. COMPENSATION OF THE ITRATION PANEL 0` +t DIATOR O Arbitrators and Mediators shall aa�i� t the rate of $151 0"A our, or the current rate for the Court w program. An additional fee of 25% shall be aYa the-Co. ' ,a,- for administration of any arbitration,but v shall not be assessed for a mediation. The partie�a e ually1s -.all costs and shall remit all charges to the Court o Program upon the conclusion of the ADR Process. .b O 10. MEMBERSHIP: 0 10.1 The Arbitration Panel will consist of one member selected by the County and one member selected by the Contractor, unless the parties agree to utilize the Court Program's arbitrators. The Court Program will select the third ..P.. member of any panel and the third member will act as Chairman for all panel activities. Any single arbitrator will be selected through the Court Program. 10.2 All mediators and the Chair of any arbitration panel shall appear on the Court Program's list of persons approved to serve as mediators and arbitrators. 10.3 It is desirable that all arbitration panel members have experience with the type of construction involved in this project. 10.4 It is imperative that mediators and arbitration panel members show no partiality to either the Contractor or the County,nor have any conflict of interest. 10.5 The criteria and limitations for mediators and arbitration panel membership is as follows: 4 Packet Page -368- 1/27/2015 16.A.13. a. The person[s] selected will not have any direct or indirect ownership or financial interest in the Contractor awarded the project,the CEI consulting firm selected for the project, in any subcontractor or supplier of the project,nor in other panel members. Each panel member shall provide a statement of no known conflict. b. No arbitrator or mediator shall have had any prior involvement in the project of a nature that could be construed to compromise his/her ability to impartially resolve disputes. c. No arbitrator or mediator will be employed by the Contractor awarded the project, the CEI consulting firm selected for the project or by any subcontractor or supplier of the project during the life of the Contract, except as a panel member or mediator. d. The Florida Rules of Court Rules 10.200 et seq., Part II of the Rules for Mediators and Part II of the Rules for Court Appointed Arbitrators shall apply,except Rule 11.110 and Rules 10.870 through 10.900. e. Rules 1.720(c), (d), and (e) of the Florida Rules of Civil Procedure governing mediation are incorporated herein. 11. MISCELLANEOUS PROVISIONS: Arbitrators and mediators shall be agents and employees of the County for purposes of tort immunity resulting from any actions taken while conducting the hearing[s] or the mediation as long as these procedures are followed.Such status shall not create a conflict of int C., CHART FOR AD . , * Within the Following Time Periods .oliorn h Not or the ate e f the Occurrence Underlying the Claim,Whichever is First,the Follow ng Matters Must',O ,i [All da s are Ca end Days]: Up to 14 days after occurre ce lice of 1 'm - e•='s .st] The matter must be negotiated with County Staff. bi- Within 7 days of receipt of N •f Claim:Staff shall pr-'ore a it i uttal. 0 Within 15 Days of Notice of Cl _otiation of dispute wit •tLn taff must be completed. `` w Within 30 Days after Negotiations tf C:e • er" i lxtn 45 days of the date of the occurrence: a `3 //`` w Request for Arbitration or Mediation Mu °ied. o w After a Request for Arbitration or Mediation is Filed: C7 Within 21 days: The Mediation or Arbitration shall be set including the names of the participants and all t4::=>..a relevant claim documents forwarded to the Mediator or Arbitrators. .C■ c.r. No Later Than 14 days prior to date of Mediation:A written rebuttal to any claim must be served on opposing 34. party and Mediator or Arbitrators. No Later Than 48 Hours Prior to the date of the Mediation or Arbitration: Any request for a continuance must be filed with the Arbitrators or Mediator with a copy to County Staff. Once Mediation or Arbitration begins it may be continued for only 24 hours at a time with the consent of the Arbitrators or Mediator. Within 14 days of conclusion of Arbitration or Mediation: Written decision must be issued, indicating that a certain conclusion has been reached or an impasse entitling claimant to proceed to court litigation. Both parties must undertake all ADR proceedings in good faith. 5 Packet Page -369- 1/27/2015 16.A.13. REPLACEMENT DEVELOPER AGREEMENT WARM SPRINGS THIS AGREEMENT ("Agreement") is made and entered into this day of , 2015, by and between Argo Warm Springs, LLLP (hereinafter referred to as "Developer") whose address is 21141 Bella Terra Blvd., Estero, Florida 33928, successor in interest to Naples Syndication, LLC, and The Board of County Commissioners of Collier County, Florida, as the governing body of Collier County, hereinafter referred to as "County." RECITALS: WHEREAS, Developer represents to the County that it recently acquired from Naples Syndications, LLC all interests in the Planned Unit Development ("PUD") known as Warm Springs PUD (hereinafter referred to as the "Development"), which present PUD Document was approved by the County by Ordinance No. 05-21; and WHEREAS, Naples Syndications, LLC and the County entered into the Developer Contribution Agreement Warm Springs recorded in OR Book 3730, Page 0333 et seq. in the official records of Collier County Florida("Original DCA"); and WHEREAS, due to changed circumstances, the parties wish to terminate the Original DCA and replace it in its entirety with this Agreement pursuant to the terms and conditions set forth below; and WHEREAS, after reasoned consideration by the Board of County Commissioners, the Board finds that the terms and conditions set forth below are in conformity with contemplated improvements and additions to the County's transportation network, and are consistent with both the public interest and with the County's comprehensive plan, and other regulations pertaining to development. WITNESSETH: NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration exchanged amongst the parties, and in consideration of the covenants contained herein, the parties agree as follows: 1. All of the above RECITALS are true and correct and are hereby expressly incorporated herein by reference as if set forth fully below. 2. The Original DCA and any obligations of either party pertaining to this agreement including, but not limited to, outstanding invoices are hereby terminated and extinguished. 3. Developer will design, permit and construct the extension of Woodcrest/Massey Road consistent with the conceptual plans depicted in Composite Exhibit A ("Road Improvements"). The construction of the Road Improvements shall commence at the time the onsite improvements are commenced unless the permits to construct the Road Improvements are delayed by State and Federal agencies. In that case, construction for the Road Improvements will begin once those permits are Page 1 of 4 Packet Page -370- 1/27/2015 16.A.13. received. In no case will the issuance of the permits for the Road Improvements delay the issuance of permits for the onsite improvements. The on-site improvements and off-site improvements shall be bonded together and reduced as they are accepted. The Road Improvements shall be completed with 455 days of commencement of construction. The Developer shall not receive more than 200 Certificates of Occupancy for residential dwelling units prior to the completion of the Road Improvements unless commencement of construction is delayed due to the inability to get the permits for the Road improvements. Collier County will timely review all design plans for the Road Improvements and join in any permit applications necessary to permit the Road Improvements. County at its expense shall provide CEI services for the Road Improvements. The Developer shall not be entitled to any impact fee credits for the design, permitting and construction of the Road Improvements. Upon completion of the Road Improvements consistent with the approved design plans and required warranty period, the County will accept the Road Improvements and the Road Improvements will become a County road with the County having ongoing maintenance responsibilities. 4. Developer will provide all stormwater management and stormwater permitting modifications for the existing portion of Tree Farm Road as required for a minor collector cross section from Collier Boulevard to approximately 2,465 feet east as shown on Exhibit B. Developer shall also supply a slope easement as set forth in Exhibit C. 5. Developer represents to the County that it has acquired all rights of Naples Syndications, LLC in the eminent domain matter known as Case No. 09-9432-CA. Developer agrees to forego any compensation with respect to Parcels 104FEE1, 104FEE2, 104SE1, and 104SE2, and will cooperate with the County in withdrawing any and all claims, including expert and attorneys fees, and dismissing this matter. The County shall not pay any expert or attorney's fees or any other monies in case Case No_ 09-9432-CA without the Developer's consent. Developer will be solely responsible for the payment of any claimed expert and attorneys fees with respect to this matter. 6. Developer acknowledges that the failure of this Agreement to address any permit, condition, term or restriction shall not relieve either the Developer, or their successors or assigns, of the necessity of complying with any law, ordinance, rule or regulation governing said permitting requirements, conditions, terms or restrictions. 7. The parties agree to perform or cause to be performed any and all further acts as may be reasonably necessary to complete the transactions contemplated herein, including, but not limited to, the execution and/or recordation of further instruments. 8. Nothing in this Agreement is intended to create a partnership or joint venture between the parties and none of the parties to this Agreement shall be construed under this Agreement as being partners or joint venturers for any purpose. This Agreement is solely for the benefit of the parties to this Agreement and no right or cause of action shall accrue by reason hereof to or for the benefit of any third party not a party hereto. Nothing in this Agreement, expressed or implied, is intended or shall be construed to confer upon or give any person or entity any right, remedy or claim under or by reason of this Agreement or any provisions or conditions hereof, other than the parties hereto and their respective representatives, heirs, successors and assigns. Page 2 of 4 Packet Page-371- 1/27/2015 16.A.13. 9. In the event state or federal laws are enacted after the execution of this Agreement, which are applicable to and preclude in whole or in part the parties' compliance with the terms of this Agreement, then in such event this Agreement shall be modified or revoked as is necessary to comply with such laws, in a manner which best reflects the intent of this Agreement. This Agreement shall not be construed or characterized as a development agreement under the Florida Local Government Development Agreement Act. 10. This Agreement shall be recorded by the County in the Official Records of Collier County, Florida, within fourteen (14) days after the County enters into this Agreement. Developer shall pay all costs of recording this Agreement. A copy of the recorded document will be provided to Developer upon request. 11. This Agreement shall be governed by and construed under the laws of the State of Florida. The parties shall attempt in good faith to resolve any dispute concerning this Agreement through negotiation between authorized representatives. If these efforts are not successful,and there remains a dispute under this Agreement, the parties shall first use engage in voluntary mediation, with each party equally sharing in all costs. Following the conclusion of this procedure, either party may then file an action in the Circuit Court of Collier County, which shall be the exclusive venue with respect to any disputes arising out of this Agreement. 12. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all successors in interest to the parties to this Agreement. This Agreement may only be amended or cancelled by mutual written consent of the parties hereto or by their successors in interest. With the exception of the PUD Document, as amended from time-to-time, this Agreement contains the entire agreement among the parties hereto with respect to the subject matter set forth herein, and supersedes any and all prior agreements, arrangements, or understandings, whether oral or written and whether recorded or unrecorded, between the parties hereto or their predecessors in interest, relating to the subject matter hereof, including, without limitation, the Original DCA, which on execution of this Agreement is hereby terminated and of no further force or effect. 13. In the event of any inconsistency between this Agreement and the PUD Document, as amended from time-to-time, the PUD Document will control. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE TO FOLLOW Page 3 of 4 Packet Page -372- 1/27/2015 16.A.13. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their appropriate officials, as of the date first above written. Attest: BOARD OF COUNTY COMMISSIONERS DWIGHT E. BROCK, Clerk COLLIER COUNTY, FLORIDA By: By: , Deputy Clerk , Chairman WITNESSES: ARGO WARM SPRIN :;LLLP A Florida Limite•- • ; Co P ' Zt Air 6e: t) v f' ' g By: allifr GO;'iI BUC , Manager Print Name: i rckeenC.o-c of-viemu io, STATE OF FLORIDA COUNTY OF 1-1 e rson The foregoing instrument was acknowledged before me this /9 day of D ccE' 6c5 C 2014, by Gord Buck, as Manager of Argo Warm Springs, LLLP, who is [ ] personally known to me, or [ ] has produced driver's license no. as identification. �;WFj r r - ex i t 4s.T NO APt�.I'PUBLI t k Name: CJo,v1d ?'?^�t�r4r,n (Type or Print) My Commission Expires: '1`; b S A}� 3G Y. 41 Srv} y✓,.u4 1Y 1 f'M'y ' ��'�� Approved as to form and legality: Jeffrey A. Klatzkow, County Attorney Page 4 of 4 Packet Page-373- 1/27/2015 16.A.13. %,...-.;,..;., 4 { :.� LIMITS OF STANDARD CLEARING S GRUBBING I 1 ' `- If NECESSARY- CLEAR&GRUB /N EASEMENTS r EXISTING S.E. e`"` ^. SECTION LINE T' PROP. EXISTING RAY LINE—� EXISTING PAP LINE I --C CONST. RAY LINE �' - •»�;3 RAP VARIES(42'MIN.) R/W VARIES(28'Y IN.) .. 'I.17'7,.. 14' b' 6' IX' 12' 6' b' IS' SOD PATHWAY SOD ^ ._.I.::"' - - -.-- 2' PROFILE +k j-' e ) ..- GRADE .5 I, POINT 0.02 ///– OA2 0.02 / 0.02 „_ SOD— Ar —SOD $r k' �.' m"P,�I. 12'— - . CURB AND GUTTER TYPE F (TYPI :" ,°,�s , -r., / w —TYPE B STABILIZATION LBR 40 I. , . TYPICAL SECTION WOODCREST DRIVE " 4 $ /� ' ` `� TRAFFIC DATA NEW CONSTRUCTION T ""t ..' 3 DESIGN SPEED = 35 MPH OPTIONAL BASE GROUP 9 WITH 4 2 ,7; POSTED SPEED = 30 MPH TYPE SP STRUCTURAL COURSE (TRAFFIC BJ(2/Z'1 . , AND FRICTION COURSE FC-9.5 (1•)(RUBBER) �,+ ' - `y { , f 0 r a , e.� F r L } I€. s�' r�. _ M •` rfi y r e� lA e' sg a �� �roF'��)i., .° r - i ,4 • fl€, *-'444e4117; 1 f'" *''#'p ,:,�2 R�,i" " '- 0REMAfl,�.R ROAD "—i-'7— i I, J 1t i \%.ui "v.l'" i , i ..- ` ` � �t PROPOSED TREE FARM RD ROUNDABOUT rf,,Iii/I'sfi+ o, r f .,. 1•;ui.r ., , �i ,, ,, ,t:9' 4'. h y "R"1, , _• .x-+9,' .}1t { k 4 z KEY ��� CONSTRUCT BY WARM SPRINGS E `.'` It` � M . , CONSTRUCT BY HABITAT � r ��..v 5 ►= CONSTRUCT BY BENT CREEK "' � ,, ` ` # — n�, j///j, CONSTRUCT BY COLLIER COUNTY •x s,,x �_i:,...4 ,:v e. I t Hatches shown are approximate (Not to Scale) t.. _ ,• ,F- .�.... CK2MHILL Co r County EXHIBIT A Packet Page-374- �/ 1/27-2015 16A13. r.. �`3I ( S 5 i �����yy u # � r6J ' -1't'. s -� t do -�z '€ ", f=I tx. it f, .�,% G m� La 01—cp o t CO CC V �� �� 5n� �4�� +t� � n_'6_ ,£�t"",a£�Ieu�e s *."sr+*;'2, La CC 0 ',., ' r-- 'rt>..ei''y°,' . z..k.,,,,,\,..,,,,, ,-„,„ „ ,. ..„. ..,.,„:,,,;;;,,,:,,,,...:, .„ , ,,:„ .; ;; c} �F �00m �� x ,� � vNY� t th Q -,., y 'aF", .< .,,4 r T1� {.I ,T f a,. � � ,kd .` k y ' f t ' :''' -' ' '. '- 2120...\s‘ '44... -41%r:iii.,.7:' 1 . :--LL 'n`ia9 S F' .� i,•r 45 Fes" .. •' . .k m °,e.dl 1� _ lf - t� �j „: ,, ,, _. , , :.::"..,4:,,,,,._. ,.. _ -.,-... ,..,„,.. 777,,,,,.....,,, ,i,,,,,,--4,,,,,,,,,t7f,,,,,,,,,,,;-4,,,,,.,,,,Lt.', t.). /+ to `x?T" af,.t? ,s. T �� f -+Y y, .., °4 i „ *. "rte'... - 1001 3 t � ;' `" :,,..4„.2...'Packet Pale -375 . w 1/27/2015 16.A.13. PROJECT NO. 65061-B PROJECT PARCEL NO. 104SE3 PARENT TRACT FOLIO NO. 00192960003 LEGAL DESCRIPTION & SKETCH (NOT A SURVEY) THE NORTH 15 FEET OF THE SOUTH 55 FEET OF THE WEST 650 FEET OF THE EAST ONE HALF (1/2) OF SECTION 26, TOWNSHIP 48 SOUTH, RANGE 26, COLLIER COUNTY, FLORIDA. S IH CTION 26 WEST SECTION LINE 4 OF SECTION 26 TWN 48S RGE 26E EAST SECTION LINE OF SECTION 26 ► TWN 48S RGE 26E 15 FEET X 650 FEET EXISTING TREE FARM ROAD RIGHT-OF-WAY (40 FEET) SOUTH SECTION LINE OF SECTION 26 TWN 48S RGE 26E SKETCH NOT TO SCALE Collier County Growth Management Division-Transportation Engineering Department 08/04/14 11:30 AM Packet Page-376-