Parcel 700 Countryside Agmt.
PROJECT: Santa Barbara Road #62081
PARCEL No: 700
AGREEMENT
THIS AGREEMENT is made and entered into on this & day of ~U L~ ,2001-,
by and between COUNTRYSIDE MASTER ASSOCIATION, INC., a Flori a not-for profit
corporation, whose mailing address is 600 Countryside Drive, Naples, Florida 34104 (hereinafter
referred to as "Countryside"), and COLLIER COUNTY, a political subdivision of the State of
Florida, whose mailing address is 3301 Tamiami Trail East, Naples, Florida 34112 (hereinafter referred
to as "County").
WITNESSETH:
WHEREAS, County has volunteered to construct two (2) segments of a sound attenuation wall
along Countryside's Santa Barbara Boulevard frontage; and '
WHEREAS, the first sound attenuation wall segmenj will be located on Countryside's property
from Santa Barbara Boulevard Project No. 62081 Station No. 297+60 to Station No. 304+44, with a
top elevation of 21.5 NGVD; and
WHEREAS, the second sound attenuation wall segment will begin on Countryside's property at
Station No. 333+53.47 extending north to Station No. 335+40 at a northeasterly bearing until it reaches
Station No. 335+60, where it will be located completely within County's existing right-of-way, and
thereafter extending to and ending at Station No. 339+20 (hereinafter "Noise Wall Segments"), with a
top elevation of 21.5 NGVD from Sta. 333+53.47 to Sta. 336+60 and a top elevation of 24 NGVD
from Sta. 336+60 to Sta. 339+20; and
WHEREAS, Countryside acknowledges that County is under no obligation to construct any of
the sound attenuation wall segments; and
WHEREAS, Countryside has further requested that County construct a privacy wall and a
sodded, earthen berm under said wall (hereinafter "Privacy Wall"), along Countryside's Santa Barbara
Boulevard frontage beginning at Station 304+44 and extending to Station 333+53.47, with a top
elevation of 21.5 NGVD; and
WHEREAS, Countryside has offered to provide County with a properly executed Temporary
Construction Easement ("TCE"), a legal description of which is attached hereto and incorporated
herein as Exhibit "A," and to provide County with all utility subordinations as needed (where utility
easements may encumber the TCE areas), in order that County and its contractor shall have the legal
right to enter upon Countryside's property for the purpose of constructing the afore-mentioned walls;
and
WHEREAS, Countryside acknowledges that County will not begin construction of either the
Noise Wall Segments or the Privacy Wall unless and until County receives a properly executed TCE
and any necessary utility subordinations and payment from Countryside for the cost of the Privacy
Wall; and
WHEREAS, the parties acknowledge that the cost to construct the Privacy Wall is based on the
Engineer's Probable Cost Estimate of$761,667.50 plus 20% (for contingencies) and should not exceed
$ 914,000.00; and
WHEREAS, Countryside agrees to pay for the cost of recording the Temporary Construction
Easement and utility subordinations in the public records; and
WHEREAS, Countryside desires to maintain the Noise Wall Segments and Privacy Wall in
perpetuity and County has agreed to grant Countryside an irrevocable license to enter upon County
right-of-way for such purpose. () J/ RK
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501423 v_Ol \019051.0001
Agreement
Page 2
NOW, THEREFORE, in consideration of these premises, the sum of Ten Dollars ($10.00), and
other good and valuable consideration, the receipt and sufficiency of which is hereby mutually
acknowledged, it is agreed by and between the parties 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, and all Exhibits referenced herein are made a part of this
Agreement.
2. Countryside will pay the sum of $914,000.00 to the County no later than November 15, 2006.
Said funds will be placed into a separate interest-bearing Construction Account to be
administered solely by County for purposes of making periodic progress payments pro-rated for
the Privacy Wall work effort, when such payments become due under the project contract. A
monthly account statement will be provided, if requested, by County, including all
documentation submitted by the contractor for purposes of payment.
3. Countryside shall provide County with a properly executed TCE and any necessary utility
subordinations to the County within 60 days of the date of this Agreement at no cost to the
County. In the event Countryside fails to deliver these documents to County in accordance
herewith, this agreement shall terminate within fourteen (14) days of County's written demand
for performance, unless otherwise agreed by County.
4. County shall construct the Noise Wall Segments and Privacy Wall, hereinafter collectively
referred to as "the Walls," as part of the 6-lane improvements to Santa Barbara Boulevard,
Project #62081, in accordance with the general plans and specifications contained in Exhibit
"B." Countryside will select a color for both sides of the Walls within fourteen (14) days of the
effective date of this Agreement, which color may be specified in the bid documents.
5. County will solicit bids for the Project through its formal bidding process and will include the
Privacy Wall as an "Optional Work" Item. After bids have been opened and the lowest
responsible bidder selected, County will notify Countryside of its intent to award and provide the
bid cost of the Optional Work Item. Countryside will have twenty (20) days from transmittal of
such notice to terminate this Agreement without penalty. If Countryside does not terminate the
Agreement, or fails to notify County within this twenty (20) day period, Countryside will be
deemed to have elected to proceed with this Agreement. In this event, the bid cost for the
Optional Work will be determined and compared with the Engineer's Probable Cost Estimate
(hereinafter "the difference"). In the event the actual cost of the Optional Work exceeds
$761,667.50, Countryside will be required to remit to County the difference, plus an additional
20% of that sum for contingency, to be held in the Construction Account within thirty (30) days
of County's written notice of the difference. If the bid cost of the Optional Work is less than
$761,667.50, County shall, within thirty (30) days of the bid opening, make reimbursement to
Countryside in the amount of the difference, including the 20% contingency attributed to the bid
amount.
6. Upon completion of the Optional Work, final payment to the Contractor and acceptance of the
Optional Work, County will provide Countryside with a final accounting for all costs associated
with the Work. Within thirty (30) days thereafter County shall disperse any surplus funds,
including all accrued interest, to Countryside. As used herein "surplus" means any money
remaining after all contractual or legally required payments have been made by County related to
the Optional Work, and does not include any remaining balance during the pendency of a
contactor dispute or claim regarding the Work.
7. After acceptance of the Optional Work, County will grant Countryside an irrevocable license to
enter upon County right-of-way to access and maintain the northernmost Noise Wall Segment.
All activity within County right-of-way will be conducted in conformity with County's
standards and local ordinance. However, no right-of-way permit will be required.
8. Countryside agrees to assume all maintenance responsibility for the completed Walls in
perpetuity. For those portions of the Walls located within the County right-of-way, Countryside
agrees to indemnify the County for and from, and to reimburse County with respect to, any and
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(initials)
Agreement
Page 3
all damages, claims, liabilities, actions, costs and expenses (including without limitation
reasonable paralegal and attorney fees and expenses), penalties or fines incurred by or asserted
against the County by reason or arising out of Countryside's maintenance of the Walls.
9. Any notice, request, demand, instruction or other communication to be given to either party
hereunder shall be in writing, sent by facsimile with automated confirmation of transmittal, or by
registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
If to County:
Kevin Hendricks, Manager
Transportation and Engineering Department
2885 South Horseshoe Dr.
Naples, Florida 34104
(tel)(239) 213-5844
(fax)(239) 213-5885
If to Countryside:
Mr. Richard Kudelski, President
600 Countryside Drive
Naples, FL 34104
(tel) (239) 353-1780
(fax) (239) 353-3717
The addressees and numbers may be changed by either party by giving written notice of such
change to the other party in the manner provided herein. For the purpose of changing such
addresses or addressees only, unless and until such written notice is received, the last addressee
and respective address stated herein shall be deemed to continue in effect for all purposes.
10. County will obtain for the benefit of Countryside all express warranties given to the Contractor
of the Walls by contractors, subcontractors and materialmen supplying materials, equipment or
fixtures for the Walls. County will obtain a warranty for the benefit of Countryside from the
Contractor of the Walls that: (1) any materials and equipment furnished under the project
contract shall be new unless otherwise specified; (2) all work shall be of good quality, free from
all defects and in conformance with the project contract documents; (3) all materials and
equipment furnished under the contract documents shall be applied, installed, connected, erected,
used, cleaned and conditioned in accordance with the instructions of the applicable
manufacturers, fabricators, suppliers or processors except as otherwise provided for in the
contract documents; (4) if, within one (1) year after the Walls are completed and accepted by
County, any work is found to be defective or not in conformance with the contract documents,
Contractor shall correct it promptly after receipt of written notice from County or Countryside;
and (5) that Contractor will be responsible for and pay for replacement or repair of any damages
to Countryside's property resulting from such replacement or repair.
II. COUNTY MAKES NO REPRESENTATIONS OR WARRANTIES, IMPLIED OR EXPRESS,
AS TO THE EFFICACY OF SOUND ATTENUATION OF THE WALLS, THE CONDITION
OR QUALITY OF THE OPTIONAL WORK AND THE FITNESS OF THE WALLS FOR
ANY PARTICULAR PURPOSE.
12. No later than 30 days after completion of the Walls, the County Project Manager and a
representative of Countryside shall conduct an inspection of the Walls to verify compliance with
the requirements of the Agreement. The Contractor's representative shall be present at the time
of inspection and shall take remedial actions to correct any deficiencies noted in the inspection.
Failure of the Contractor to correct the cited deficiencies shall be grounds for County to
disqualify the Contractor from future bid opportunities with County, in addition to any other
rights and remedies available to County pursuant to the contract documents.
13. County shall use its best efforts to minimize the construction impacts to existing vegetation in
accordance with the attached specifications, but is under no obligation to replace any trees
RK RK
(initials)
Agreement
Page 4
damaged, removed or unsuccessfully relocated due to construction. County shall restore the
ground cover on all areas left disturbed by the construction and will remove and discard existing
fence.
14. Countryside will designate a representative for the duration of construction effort and for
purposes of all notice obligations of the County under the terms of this Agreement. County will
keep this person informed of the status of progress of the Optional Work, as well as supply this
person with all accountings requested pursuant to this Agreement. Upon receipt of record
drawings from the contractor for the project, County will furnish these drawings to Countryside.
15. No waiver of, or failure to claim, any breach ofthis agreement by either party shall be construed
as a waiver of any rights or remedies with respect to any subsequent breach of this Agreement.
16. This Agreement and the terms and provisions hereof shall be effective as of the date this
Agreement is executed by both parties and shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, personal representatives, successors,
successor trustees, and/or assignees, whenever the context so requires or admits.
17. The parties acknowledge and agree that the failure of the proposed Walls, once completed, to
conform with Countryside members anticipated appearance of such Walls shall not constitute a
breach of this Agreement.
18. The reciprocal obligations contained herein are contingent upon no other provisions, conditions,
or premises other than those so stated above; and this written Agreement, including all exhibits
attached hereto, shall constitute the entire Agreement and understanding of the parties, and
there are no other prior or contemporaneous written or oral agreements, undertakings, promises,
warranties, or covenants not contained herein.
19. This Agreement is governed and construed in accordance with the laws of the State of Florida.
IN WITNESS WHEREOF, the parties have caused these presents to be executed the date and
year first above written.
AS TO COUNTY:
DATED: 1. ~6, o~
A TT~:S1C::"~I;> "
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Atterl,.u CM}~U:puty Clerk
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BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
~~---
BY:
FRANK HALAS, Chairman
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Agreement
Page 5
AS TO COUNTRYSIDE:
Countryside Master Association, Inc.,
a Florida not-for-profit corporation
By:l!d::i~:/t
Ric ard KudeIs ., President
Approved as to form and
legal sufficiency:
~lL
Ellen T. Chadwell
Assistant County Atto ney
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LINE
L1
L2
LJ
LINE TABLE
BEARING
S88'57'38"W
S88'57'38"W
N88'57'45"E
DISTANCE
100,00'
75,00'
75,00'
e.~!' ~
SECTION 5, TOWNSHIP 50 SOUTH, RANGE 26 EAST
COUNTRYSIDE A T BERKSHIRE LAKES
PLAT BOOK 78, PAGES 7-4, SECTION 4
GOLF COURSE
MAINTENANCE FACILITY
TRACT 73
GOLF COURSE TRACT 75
PARCEL 700
TEMPORARY CONSTRUCTION EASEMENT
52.350:t SQUARE FEET
GOLF COURSE TRACT 75
LJ
L2
NOI'OZ'IS"W 1874.SS'
SOI'02'IS"[ 1874.SS'
SANTA BARBARA BOULEVARD
O,R, BOOK 7483
PAGE 76 1 7
OR. BOOK 2628 PAGE 3434
p.D.e.
EAST 7/4 CORNER
S-5, T-50-S.
R-26-E OR. BOOK 7983 PAGE 920
LEGAL DESCRIP TlON
ALL THA T PART OF GOLF COURSE TRACT 15, COUNTRYSIDE A T BERKSHIRE LAKES, PLA T BOOK 18, PAGES 1-4,
SEcnON 4, COLLIER COUNTY, FLORIDA, AND GOLF COURSE MAINTENANCE FACILITY TRACT 13, COUNTRYSIDE AT
BERKSHIRE LAKES, PLA T BOOK 18, PAGES 1-4, SECTION 4, COLLIER COUNTY, FLORIDA, B[!NG MORE
PARTICULARL Y DESCRIBED AS FOLLOWS;
COMMENCING A T THE EAST QUARTER CORNER OF SECTION 5, TOWNSHIP 50 SOUTH, RANGE 26 EAST, COLLIER
COUNTY, FLORIDA;
THENCE SOUTH 88'57'38" WfST 100,00 FEU TO A POINT ON THE WfST RIGHT OF WA Y LINE OF SANTA
BARBARA BOULEVARD (200 FOOT RIGHT OF WA Y) SAID POINT B[!NG THE POINT OF BEGINNING;
THENCE ALONG SAID WfST RIGHT OF WAY LINE SOUTH 01'02'22" EAST 1,935,45 FEET,'
THENCE LEA VlNG SAID WfST RIGHT OF WA Y LINE SOUTH 88'57'38" WfST 15,00 FEU TO A POINT ON A LINE
15. 00 FEU WfS T OF AND PARALLEL WI TH SAID WfS T RIGH T OF WA Y LINE;
THENCE ALONG SAID LINE NORTH 01'02'22" WfST 1,935,45 FEU TO A POINT 15,00 FEU WfST OF THE WfST
RIGHT OF WA Y LINE OF SANTA BARBARA BOULEVARD;
THENCE ALONG A LINE 15. 00 FEU WEST OF AND PARALLEL WITH THE WfST RIGHT OF WA Y LINE OF SAID SANTA
BARBARA BOULEVARD NORTH 01'02'15" WEST 1,874,55 FEET,'
THENCE LEAVING SAID LINE NORTH 88'57'45" EAST 15.00 FEU TO A POINT ON THE WEST RIGHT OF WAY LINE
OF SAID SAN TA BARBARA BOULEVARD;
THENCE ALONG SAID WfST RIGHT OF WAY LINE SOUTH 01'02'15" EAST 1,874,55 FEU TO THE POINT OF
BEGINNING.
CONTAINING 57,150,00 SQUARE FEET, MORE OR LESS.
SUBJECT TO EASEMENTS AND RESTRICTIONS OF RECORD.
BEARINGS ARE BASED ON THE EAST LINE OF SECTION 5. TOWNSHIP 50 SOUTH, RANGE 26 EAST, COLLIER
COUNTY, FLORIDA B[!NG SOUTH 01'02'15" EAST.
*** NOT A SURVEY ***
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LEGEND:
~~~~~~~~
PROPOSED TEMPORARY
CONSTRUCTION EASEMENT
AL SURVEYOR &- MAPPER
LS #5627
NOT VALID UNLESS SIGNED BY THE SURVEYOR AND
SEALED WITH THE SURVEYOR'S EMBOSSED SEAL.
CERFlFlCA TE OF AUTHORIZA TlON # LB-43
BEARINGS ARf BliseO ON NOI/TH
AMfRICAN OATUM (N.A.O) /983-/990
AOJJSTI/[NT STAT[ PLANf COOI/OINAT[
SYSTeM (GRIO) fOl/ fUJI/JOA fAST ION[.
R,o. W. = RIGHT OF WA Y
PO.8. = POINT OF BEGINNING
po.c. = POINT OF COMMENCEMENT
PROJECT NO.: 62081 PARCEL NO, : 700
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CLIENT:
,Inn :\1 ?OOn - OR: 1n: 4R r.1 ANOlx: \SIIR\NnO??\Sk~t"h Of nM"rintinnA\Sllhmitt~rl\?r.r.?O.'S700 rlwn
COLLIER COUNTY TRANSPORTA TlON,
ENGINEERING de CONSTRUCTION MANAGEMENT DIVISION
TITLE: SKETCH AND DESCRIPTION
BEING PART OF GOLF COURSE TRACT 15
COUNTRYSIDE A T BERKSHIRE LAKES, PLA T BOOK 78, PAGES 1-4 SECTION 4
COLLIER COUNTY, FLORIDA ~
OATE: PROJECT NO.: SHEET NUMBER: FILE NO,:
12/2005 N6022-002-010- TDHWP 700 OF XXX 2GG- 203 .
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