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Parcel 700/Novation Agreement PROJECT: Santa Barbara Road #62081 PARCEL No: 700 NOVATION AGREEMENT HIS NOVATION AGREEMENT is made and entered into on this cf(g' day of ,2007, by and between COUNTRYSIDE MASTER ASSOCIATION, INC., a Florida not-~ r 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 segment 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, 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; and WHEREAS, the parties entered into an Agreement memorializing the foregoing terms on July 25, 2006 but have failed to perform in accordance with its terms; and WHEREAS, since execution of the Agreement, the parties have discovered that construction of certain Noise Wall Segments and the Privacy Wall on Countryside's property will require the installation and perpetual maintenance of landscaping in accordance with the Collier County Land Development Code, and 501423 v_OI \ 019051.0001 Agreement Page 2 WHEREAS, as a condition for this Novation Agreement, Countryside will accept responsibility for the design, installation and future maintenance of the required landscaping, and the costs associated therewith; and WHEREAS, the landscaping design and permitting must be coordinated, and submitted together, with the County's permit application for the proposed wall construction, and County has agreed to cooperate with Countryside to the fullest extent possible; and WHEREAS, this Novation Agreement is intended by the parties to replace all previous obligations and understandings between the parties and to act as a complete novation of the Agreement dated July 25, 2006. 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. County has solicited bids for the Project through its formal bidding process and has included the Privacy Wall as an Optional Work Item (hereinafter "Optional Work"). The estimated cost of the Optional Work Item is $807,672.00. Countryside will pay the sum of $914,000.00, which includes a contingency, to the County no later than March 15, 2007. 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 and Countryside will cooperate with each other, or either's designated agent, to obtain the necessary development approvals for the construction and installation of the Walls, as defined below, and associated landscaping and irrigation. To this end, County will obtain an administrative variance for the height requirement for the Walls. Countryside will retain a landscape architect to prepare a code-compliant site plan showing the wall and associated landscaping and irrigation (hereinafter "Plan") for the Privacy Wall and those portions of the Wall Segments to be constructed on Countryside's property. Countryside will be responsible for delivery of a design plan prepared in accordance with generally acceptable industry standards and all county code requirements. The Plan must be completed and submitted to County transportation staff for initial review at least 30 days prior to the County's application for development approval of the proposed wall construction. If the Plan is in compliance with this Paragraph, the Plan will be incorporated into the County's application for development approval for the wall construction. 5. County will direct the contractor to undertake the Optional Work only when the following conditions have been met: a. Submittal of a Plan prepared in accordance with Paragraph 4 above, along with the code required number of copies. b. Procurement by County of an administrative variance waiving LDC height requirements for the Walls. c. Delivery of a fully executed and binding agreement between Countryside and a third party for the installation and first year maintenance of the landscaping and irrigation improvements as shown on the Plan. d. Notification of a plan or method by which Countryside will provide for the perpetual maintenance of the landscape improvements. This condition will be deemed met, if such plan is legally and physically capable of implementation and a reasonable person would rely upon such plan or method. Agreement Page 3 6. Countryside acknowledges and agrees that County cannot construct the Walls if all requirements of the Land Development Code ("LDC") are not met, that each party has a duty to use its best efforts to obtain the development approval needed for the wall and landscaping improvements, and that either party's failure to obtain said approvals, where such failure cannot be cured within thirty (30) days, will constitute a frustration of purpose and will terminate this Novation Agreement. In this event, County shall return, within thirty (30) days, all monies on deposit per Paragraph 2, including accrued interest, to Countryside, and both parties shall be released from any further obligations or liability arising out of this Novation Agreement. 7. Assuming all conditions set forth herein have been met, 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 has selected a color for both sides of the Walls and County will specify this color when ordering the Optional Work Item. 8. 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. 9. After completion of the Optional Work, Countryside shall install all landscaping and irrigation improvements as provided for in the Plan, and shall thereafter maintain all such improvements as required by the LDC. Countryside acknowledges that its failure to plant and maintain all landscaping and associated improvements in accordance with County approvals, will result in a code violation. The parties agree that nothing contained in this Novation Agreement shall act as a waiver or acquiescence by County of existing code requirements and their enforcement. 10.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. 11. Countryside agrees to assume all maintenance responsibility for the completed Walls and all landscaping installed on Countryside's property 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 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. County will be responsible for the perpetual maintenance of all landscape improvements which County installs within its right-of-way. It is understood by the parties that Countryside need only design, install and maintain landscaping and associated irrigation for those portions of the Walls to be built on Countryside property. 12. 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 Agreement Page 4 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. 13. 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. 14. 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. 15. 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. 16. 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 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. 17. 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. 18. No waiver of, or failure to claim, any breach of this agreement by either party shall be construed as a waiver of any rights or remedies with respect to any subsequent breach of this Agreement. 19. 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 Agreement Page 5 representatives, successors, successor trustees, and/or assignees, whenever the context so requires or admits. 20. 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. 21. 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. " 22. 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: tJ.12 ct{ {) 1- ATTEST: DWIGHT E. BRQCK, Clerk BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA ~~~(Jf .:fames Coletta, eha rman BY: ~..::~ f;f~~L o.~ . .. .,0 uty Clerk Att..t U, to<~ traan s It~.... . OIl;}. -t~~; · V~fj 1 ~it':'" ,.';y Ell." T. c;~d...l1 (inittlf RK AS TO COUNTRYSIDE: WITNESSES: S~.9..~ Witn (' ture) Name: c.t IFto~"" ::r J~~.BE;2. (Print) Witn~~re) Name: -::r-~ JU.C/Jb (Print) Countryside Master Association, Inc., a Florida not-for-profit corporation By: LINE L1 L2 LJ LINE TABLE BEARING S88'57'J8"W S88'57'J8"W N88'57'4S"E DISTANCE 700.00' 15.00' 75.00' ~~!, ~ ~ ---r-- ~ o ISO 300 600 1200 GRAPHIC SCALE SECTION 5. TOWNSHIP 50 SOUTH. RANGE 26 EAST COUNTRYSIDE A T BERKSHIRE LAKES PLAT BOOK 78. PAGES 1-4, SECTION 4 GOLF COURSE MAINTENANCE FACILITY TRACT 13 GOLF COURSE TRACT 15 PARCEL 700 TEMPORARY CONSTRUCTION EASEMENT 52,J50.:t SQUARE rEET GOLF COURSE TRACT 15 LJ L2 N07'02'75"W 7874.55' 507'02'15"( 7874.55' SANTA BARBARA BOULEVARD OR. BOOK 148J PAGE 1617 O.R. BOOK 2628 PAGE 3434 P.O.C. EAST 1/4 CORNER S-5. T-50-S, R-26-E OR BOOK 1983 PAGE 920 LEGAL DESCRIPnON ALL THA T PART OF GOLF COURSE TRACT 75, COUNTRYSIDE A T BERKSHIRE LAKES, PLA T BOOK 78, PAGES 7-4, SECTiON 4, COLLIER COUNTY, FLORIDA, AND GOLF COURSE MAINTENANCE FACILITY TRACT 73, COUNTRYSIDE AT BERKSHIRE LAKES. PLAT BOOK 78, PAGES 1-4, SECTiON 4, COWER COUNTY, FLORIDA, BEiNG MORE PAR TiCULARL 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 88'51'38" WEST 100.00 FEU TO A POINT ON THE WEST RIGHT OF WA Y LINE OF SANTA BARBARA BOULEVARD (200 FOOT RIGHT OF WAY) SAID POINT BEiNG THE POINT OF BEGINNING; THENCE ALONG SAID WEST RIGHT OF WAY LINE SOUTH 01 V2'22 " EAST 1,935.45 FEET; THENCE LEAVTNG SAID WEST RIGHT OF WAY LINE SOUTH 88'57'38" WEST 15.00 FEET TO A POINT ON A LINE 15. 00 FEU WES T OF AND PARALLEL WI TH SAID WES T RIGH T OF WA Y LINE; THENCE ALONG SAID LINE NORTH 01V2'22" WEST 1,935.45 FEET TO A POINT 15.00 FEU WEST OF THE WEST RIGHT OF WA Y LINE OF SANTA BARBARA BOULEVARD; THENCE ALONG A LINE 15.00 FEU WEST OF AND PARALLEL WITH THE WEST RIGHT OF WAY LINE OF SAID SANTA BARBARA BOULEVARD NORTH 0IV2'15" WEST 1,874.55 FEET,' THENCE LEAVTNG SAID LINE NORTH 88'57'45" EAST 1500 FEU TO A POINT ON THE WEST RIGHT OF WAY LINE OF SAID SANTA BARBARA BOULEVARD; THENCE ALONG SAID WEST RIGHT OF WA Y 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 BEiNG SOUTH 01'02'15" EAST *** NOT A SURVEY *** ( ini~~ RK ~., R, P OF[. FLORIDA REGISiRA LS #5627 NOT VALID UNLESS SIGNED BY THE SURVEYOR AND SEALED WITH THE SURVEYOR'S EMBOSSED SEAL. CERFiFICA TE OF AUTHORIZA TION i LB-43 LEGEND: r\ '" '" '" '" '" ~ PROPOSED TEMPORARY J'\ '" '" '" '" '" '" 1 CONSTRUCTION EASEMENT BCAl/lNGS ARC BASCD ON NORrH AMERICAN DA WlI (N.A.D) /98J- 1990 ADJUSMNr srATE PLANC COORO/NArC SYSTEII (GRID) 'OR 'UJRlDA CAsr lONe. R.O. W. = RIGHT OF WA Y P.O.8. = POINT OF BEGINNING P.o.c. = POINT OF COMMENCEMENT RCvrSCO.. I-J/-06; GPRI. /1151 PROJECT NO.: 62087 PARCEL NO. : 700 Wil."illel..'~- ,....., , ~ ' EcdoQ/III , .".... , lMdape NcttIet:II ' TrIIIiIpclrMIaII c-htIf MIoIJ...., tic. ,.. . ""'.... . ..... . .... . - -MrLMa..,II>>.... AnII M1Hfl7' ".. ....... . "" NfCHlI..... .........._ CLIENT: COLLIER COUNTY TRANSPORTA TlON, ENGINEERING de CONSTRUCTION MANAGEMENT DIVISION TITLE: SKETCH AND DESCRIPTION B[JNG PART OF GOLF COURSE TRACT 75 COUNTRYSIDE A T BERKSHIRE LAKES, PLA T BOOK 18, PAGES 7-4 SfcnON 4 COWER COUNTY, FLORIDA PROJECT NO.: SHEET NUMBER: FILE NO.: N6022-002-010- TDHWP 700 OF XXX 2GG-203 DATE: 72/2005 1'\0. ~ t:. A 0 1". '" ..,"Iv. \ (""110\ "I~ ".,...., ("'I...~....... 1'\' 1'\...........:_ .:........... \ C'. ...._a ~_...\ "')r:~..,1"l 'te"ru,,\ ..4...... .. il ~U <:t.,~~J 'I~ ~~~ ! 1.1 ;~ H;:a i~ ~~ I:~:; n~i~ ~~ if ~ ...~ e ~ ~ ~~ ~~ f ~ f ~ ~ ! nl ~ ~ ~ . ~ .. 'II.E NO. 6-1tftJU-a1 ~ ~ EXHeIT f!J Page & of ~ I I I --1---- --- I I ~ t!l ~ __J "l ~ ~ S :-"'~ 1= ~ ~ ,,!l ~ i I" II ~ b b ---~_._-----_._------- :'J I :: I ~ ..... ~ -; I ~ ~ __-.J ~ l.1! ~ ~ ~t! I~ ~ i .~ ~ ~ ~ llt ~ b '1" "'" ~. ... " o ---~._---------_._--- I :: I ~ I "--"'-'''''''~'-''''~~~''--_.~'' '." 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