Backup Documents 09/29/2009 Item #16A 2
MEMORANDUM
Date:
October 5, 2009
To:
John Houldsworth, Senior Engineer
Engineering Services Department
From:
Teresa Polaski, Deputy Clerk
Minutes & Records Department
Re:
Escrow Agreement
Attached for your records is a copy of the document referenced
above (Agenda Items #16A2) adopted by the Board of County
Commissioners on Tuesday, September 29, 2009.
If you should have any questions, please feel free to contact me
at 252-8411.
Thank you.
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16A2
ESCROW AGREEMENT
FOR CONSTRUCTION AND MAINTENANCE OF SUBDIVISION IMPROVEMENTS
THIS AGREEMENT entered into this -z..., .,."" day of ~"'P\. ,20~ by HABITAT FOR
HUMANITY OF COLLIER COUNTY, INC. (hereinafter "Habitat"), THE BOARD OF
COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, (hereinafter "The Board")
and NORTHERN TRUST, NA as Escrow Account Agent (hereinafter "Agent").
RECITALS:
A. Habitat has, simultaneously with the delivery of this Agreement, applied for the approval
by the Board of a certain plat of a subdivision to be known as Regal Acres.
B. The subdivision will include certain improvements which are required by Collier County
ordinances, as set forth in a site construction cost estimate ("Estimate") prepared by
Johnson Engineering, a copy of which is attached hereto and incorporated herein as
Exhibit 1. For purposes of this Agreement, the required improvements are limited to
those described in the Estimate ("Required Improvements").
C. Sections 10.02.05 C. and 10.02.04 of the Collier County Subdivision Code Division of
the Unified Land Development Code requires the Developer to provide appropriate
assurances for the construction and maintenance of the Required Improvements.
D. Agent has opened deposit account # l<(1fOS70312- on q - z- 3 ,20m,
(the "Escrow Account") to fund the cost of the Required Improvements. I
E. Habitat and the Board have acknowledged that the amount Habitat is required to escrow
pursuant to this Agreement is $2,953,046.89, and this amount represents 110% of the
Habitat's engineer's Estimate of the construction costs for the Required Improvements.
NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants
hereinafter set forth, Habitat, the Board and Agent do hereby covenant and agree as follows:
1. Habitat will cause the water, sewer, roads, drainage and like facilities, the Required
Improvements, to be constructed pursuant to specifications that have been approved by the
County Manager or his designee within twelve (12) months from the date of approval of said
subdivision plat.
2. Habitat hereby authorizes Agent to hold $2,953,046.89 from the Escrow Account, in escrow,
pursuant to the terms of this Agreement.
3. The escrowed funds shall be released to the Habitat only upon written approval of the County
Manager, or his designee, who shall approve the release of the funds on deposit not more than
once a month to Habitat, in amounts due for work done to date based on the percentage
co apletion of the work multiplied by the respective work costs less ten percent (10%); and
further, that upon completion of the work, the County Manager or his designee shall approve the
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release of any remainder of escrowed funds except to the extent of $268,458.80, which shall
remain in escrow as Habitat's guaranty of maintenance of the Required Improvements for a
minimum period of one (1) year, pursuant to Paragraph 10 of the Agreement.
However, in the event that Habitat shall fail to comply with the requirements of this Agreement,
then the Agent agrees to pay to the County immediately upon demand, the balance of the funds
held in escrow by the Agent, as of the date of the demand, provided that upon payment of such
balance to the County, the County will have executed and delivered to the Agent, in exchange for
such funds, a statement to be signed by the County Manager or his designee to the effect that:
(a) Habitat for more than sixty (60) days after written notification of such failure has
failed to comply with the requirements of this agreement;
(b) The County, or its authorized agent, will complete the work called for under the
terms of the above-mentioned contract or will complete such portion of such work as the County,
in its sole discretion, shall deem necessary in the public interest to the extent of the funds then
held in the Escrow Account;
(c) The escrow funds dra~ by the County shall be used for construction of the
Required Improvements, engineering, legal and contingent costs and expenses, and to offset any
damages, either direct or consequential, which the County may sustain on account of the failure
of the Habitat to carry out and execute the above-mentioned development work; and
(d) The County will promptly repay to Agent any portion of the funds dra~ and not
expended in completion of the said development work.
5. Written notice to Agent by the County specifying what amounts are to be paid to Habitat
shall constitute the County's authorization of Agent to release only those specified funds to
Habitat. Payment by Agent to Habitat of the amounts specified in a letter of authorization from
the County to Agent shall constitute a release by the County and Habitat of Agent for the
specified funds disbursed in accordance with the letter of authorization from the County.
6. The Required Improvements shall not be considered for preliminary approval until a
statement of substantial completion by Habitat's engineer, along with the final project records,
have been furnished to be reviewed and approved by the County Manager or his designee for
compliance with the Collier County Subdivision Regulations.
7. The County Manager or his designee shall, within sixty (60) days of receipt of the statement
of substantial completion, either: a) notify Habitat in writing of his preliminary approval of the
improvements; or b) notify Habitat in writing of his refusal to approve the improvements,
therewith specifying those conditions which Habitat must fulfill in order to obtain the Director's
approval of the Required Improvements. However, in no event shall the County Manager or his
designee refuse preliminary approval of the improvements if they are in fact constructed and
submitted for approval in accordance with the requirements of this Agreement.
8. Should the funds held in escrow be insufficient to complete the Required Improvements, the
Board, after duly considering the public interest, may at its option complete the Required
Improvements and resort to any and all legal remedies against Habitat.
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9. Nothing in this Agreement shall make Agent liable for any funds other than those placed on
deposit by Habitat in accordance with the foregoing provision; provided that Agent does not
release any monies to Habitat, or to any other person, except as stated in this Escrow Agreement
to include closing the account, or disbursing any funds from the account without first requesting
and receiving written approval from the County.
10. Habitat shall maintain all Required Improvements for one year after preliminary approval
by the County Manager or his designee. After the one year maintenance period by Habitat, and
upon submission of a written request for inspection, the County Manager or his designee shall
inspect the Required Improvements and, if found to be still in compliance with the Code as
reflected by final approval by the Board, the Agent's responsibility to the Board under this
Agreement is terminated. Habitat's responsibility for maintenance of the Required Improvements
shall continue unless or until the Board accepts maintenance responsibility for and by the
County. Upon such written acceptance by the Board, the balance in the Escrow Account shall be
dis bursed to Habitat.
11 . All of the terms, covenants, and conditions herein contained are and shall be binding upon
the respective successors and assigns of Habitat and Agent.
12. Agent may resign at any time by (a) giving thirty (30) days' prior written notice to the
Board and Habitat, or (b) delivering the amount in the Escrow Account to the Court in any
action, whether or not initiated by the Agent. Agent may be removed by the Board and Habitat
jointly upon thirty (30) days' prior notice to Agent. Before the effective date of the resignation
or removal of Agent or any successor escrow agent, the Board shall appoint a successor escrow
agent (which successor escrow agent must be a banking institution) to hold the amount in the
Escrow Account and any such successor escrow agent shall execute and deliver to the Board,
Habitat and the predecessor escrow agent an instrument accepting such appointment, and
thereupon such successor escrow agent shall, without further act, become vested with all of the
rights, powers and duties of the predecessor escrow agent under this Agreement as if originally
named in this Agreement, and the predecessor escrow agent shall be relieved of its duties and
obligations under this Agreement. If at the expiration of the thirty (30) day notice period, the
Agent has not received a designation of a successor escrow agent or delivered the amount in the
Escrow Account to a Court of competent jurisdiction, Agent's sole responsibility after that time
shall be to safe keep the amount in the Escrow Account until receipt of (i) a designation of
successor escrow agent, (ii) joint instructions from the Board and Habitat, or (iii) a final order
from the Court.
13. The Board and Habitat agree, jointly and severally to indemnify and hold Agent, and its
directors, officers, employees, affiliates and representatives (individually, an "Indemnified
Party" and collectively, the "Indemnified Parties") harmless from and against any and all loss,
uc~mage, claims, liabilities, judgments and other costs and expenses of every kind and nature
which may be incurred by an Indemnified Party by reason of Agent's acceptance of, and its
performance under, this Agreement, including without limitation, reasonable attorneys' fees for
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Developer and upon submission of a written request for inspection, the County Manager or his
designee shall inspect the Required Improvements and, if found to be still in compliance with the
Code as reflected by final approval by the Board, the Escrow Agents responsibility to the Board
under this Agreement is terminated. The Developer's responsibility for maintenance of the
Required Improvements shall continue unless or until the Board accepts maintenance
responsibility for and by the County.
11. All of the terms, covenants and conditions herein contained are and shall be binding upon
the respective successors and assigns ofthe Developer and the Escrow Agent.
IN WITNESS WHEREOF, the Board and the Developer have caused this Agreement to be
executed by their duly authorized representatives this "2.,..,.,.." day of ~Q.i\. ,20 ~~
TABLE INSET:
Print Dr. Samuel J. Durso
President
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S.\--e.ve tI\ T W ; I \ ~ c:l. "" 5
Assistant County Attorney
Northern Trust Bank
Printed Name:
Signature:
! Title:
'--.
Witness Printed Name:
Signature:
Witness Printed Name:
Signature:
IN THE PRESENCE OF:
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Northern Trust, NA
C.
By:
Printed Name: ~11~5k
:}1L z/'- Q t g t.( . Polly Eide, 2nd Vice President
Printed name: ~.x t )C1_;''\ ft-ry-kr.Y~~- -
State of Florida,
County of Collier
The foregoing instrument was acknowledged before me thi~~ay of September, 2009
by Polly Eide, who is personally know to me or has produced _ identification.
Signature OfNotar~Y. . (!.~ (Seal of Notary)
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: JOyce C,l,AHEY
PrintedNameofN :..::h'fe... ~ ~ i <I) ConImIJ000Ie1828
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! FIoridI NoIiIry ~.. Inc
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Reaal Acres. Enalneer's QDinlon of Probable Costs
Habitat for Humanity of Collier County. - JEI #- 20077288
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9/24/2009
General Costs
Item Unit Qty. Unit Cost Cost
Mobilization LS 1 $5,000.00 $5,000.00
Lake Excavation CY 99,390 $1.88 $186,853.20
Imoort Fill (uncomoacted) CY 150.000 $6.00 $900,000.00
Silt Fence LF 5,485 $0.82 $4.497.70
Clearino and Grubbino AC 36.77 $1,000.00 $36,770.00
Rock Excavation CY 9,598 $3.87 $37 144.26
Rock Crushing (to be utilized as stabilized suborade) CY 4.846 $4.24 $20,547.04
Turbidity Barrier LF 100 $9.23 $923.00
TOTAL:
$1,191,735.20
d
Roa way
Item Unit Qty. Unit Cost Cost
Asohalt Pavement (1.5" Tvpe S-3) SY 9.926 $6.00 $59,556.00
Limerock Base (8" LBR 100) SY 9,926 $7.00 $69,482.00
Stabilized Suborade (12" LBR 40) SY 14,537 $1.39 $20,206.43
5' Concrete Sidewalk SY 4.738 $10.00 $47,380.00
Valley Curb & Gutter LF 8,652 $5.00 $43.260.00
Sionage and Strippina LS 1 $1.000.00 $1,000.00
Estimated Sub-Total:
$240,884.43
o I
ra na e
Item Unit Qtv. Unit Cost Cost
Pipe, 12" HOPE LF 1,480 $12.00 $17,760.00
Pipe. 15" HOPE LF 1.523 $16.00 $24,368.00
Pice, 18" HOPE LF 925 $20.00 $18,500.00
Pipe, 24" HOPE LF 1.685 $25.00 $42,125.00
Pipe, 30" HOPE LF 573 $35.00 $20,055.00
18" Mitered End Section EA 4 $843.08 $3,372.32
24" Endwall EA 6 $1,000.00 $6,000.00
30" Endwall EA 3 $1 200.00 $3,600.00
4' Junction Box EA 6 $1 500.00 $9.000.00
Valley Gutter Inlet, Traffic rated top EA 20 $2000.00 $40,000.00
Bubble-up Structure EA 1 $1,500.00 $1,500.00
Control Structure (CS-1 Type C inlet) EA 1 $3,000.00 $3,000.00
Yard Drains EA 22 $300.00 $6,600.00
Estimated Sub-Total:
$195,880.32
Potable Water
Item Unit Qtv. Unit Cost Cost
10" PVC DR18 LF 4240 $11.00 $46,640.00
10" PVC OR14 LF 370 $14.00 $5180.00
Sinale Water Service Connection EA 57 $400.00 $22.800.00
Double Water Service Connection EA 64 $500.00 $32,000.00
Permanent Samplina Point EA 2 $1,000.00 $2.000.00
Temporary Samplina Point EA 4 $150.00 $600.00
Hydrant Assembly EA 10 $3,000.00 $30,000.00
10" Gate Valve w/box EA 16 $1,000.00 $16,000.00
Auto-f1ushino device assembly EA 4 $2,500.00 $10.000.00
Air Release Valve EA 6 $600.00 $3,600.00
Estimated Sub-Total:
$168.820.00
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ENGINEERING
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Ii 224/2009
Sanlta y Sewer
Item Unit Qtv. Unit Cost Cost
8" PVC - SDR 26 (3'.8' DeeD) LF 2,082 $14.00 $29,148.00
8" PVC - SDR 26 (8'-12' DeeD) LF 1,750 $20.00 $35,000.00
8" PVC - SDR 26 (12'-16' DeeD) LF 294 $24.00 $7,056.00
4' Sanitary Manhole (3'-8' DeeD) EA 12 $3,000.00 $36,000.00
4' Sanitary Manhole (8'-12' Deep) EA 5 $3,600.00 $18,000.00
4' Sanitarv Manhole (12'-16' DeeD) EA 1 $4.200.00 $4,200.00
Double Sewer Service Connection EA 92 $500.00 $46.000.00
6" PVC Force Main DR14 LF 62 $9.00 $558.00
6" PVC Force Main DR18 LF 265 $7.00 $1,855.00
6" Pluo Valve EA 1 $500.00 $500.00
Sinale Lift Station, 8' Wet Wen EA 1 $120,000.00 $120,000.00
Air Release Valve EA 2 $3,000.00 $6.000.00
Estimated Sub.Total:
$304,317.00
Irrlaatlon
Item Unit Qty. Unit Cost Cost
4" PVC DR 18 Irrioation Main LF 4380 $6.00 $26,280.00
4" PVC DR 141rriaation Main LF 240 $8.00 $1,920.00
4" Gate Valve EA 14 $700.00 $9,800.00
Air Release Valve EA 4 $700.00 $2,800.00
Irrioation Service Connection EA 184 $200.00 $36,800.00
Blow-off Assemblv EA 4 $500.00 $2,000.00
Irriaation (trees) EA 362 $30.00 $10,860.00
Irriaation (shrubs) EA 11767 $0.50 $5,883.50
Imgation Pumps LS 1 $25 000.00 $25 000.00
Estimated Subtotal:
$121,343.50
Landscape
Item Unit Qty. Unit Cost Cost
Trees EA 362 $150.00 $54,300.00
Shrubs/Groundcover EA 11767 $15.00 $176,505.00
Sod SF 688742 $0.30 $206,622.60
Estimated Subtotal:
$437,427.60
Unit Cost
$1,000.00
Estimated Subtotal:
Cost
$35,000.00
$35,000.00
Grand Total:
$2,695,408.05
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ENGINEERING
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