HomeMy WebLinkAbout2016-168 A TRUE COPY
:�RTlFICATION ON LAST PAGE
SMITH, CLERK
project: Millstone Landing Phases 4-6
PD-04-04-08
AGREEMENT
CONCERNING OFFSITE 23RD STREET SW ROADWAY IMPROVEMENTS
(RE: RIGHT-OF-WAY PERMIT NO. 2016010115)
THIS AGREEMENT, made and entered into this 4,th day of October, 2016
by and between SLV MILLSTONE, L.L.C., a Delaware limited liability company, having a
mailing address of 591 W. Putnam Avenue, Greenwich, CT 06830, hereinafter referred to as
"Developer,'-and INDIAN RIVER COUNTY, a political subdivision of the State of Florida, by
and through its Board of County Commissioners, hereinafter referred to as "County".
WITNESSETH :
WHEREAS, Developer, as a condition of project approval, is required to
construct certain off-site improvements within the County right-of-way; and
WHEREAS, pursuant to Indian River County Code Section 312.11, and as a
condition of County right-of-way permit #2016010115, Developer is required to post acceptable
security in either the form of cash or a letter of credit from an acceptable lending institution, in
the amount of 115% of the estimated costs of the proposed improvements, submitted by an
engineer registered in the State of Florida to practice professional engineering, and approved
by County, to guaranty installation and completion of the required improvements to the
satisfaction of County; and
WHEREAS, Developer is in the process of working out the language with County
with regard to a Developer's Agreement which would include the timing and construction of the
231d Street SW roadway improvements under right-of-way permit#2016010115; and
WHEREAS, Developer is desirous of moving forward with its project and
receiving final plat approval in advance of the Developer's Agreement being finalized; and
WHEREAS, as an inducement for the project to receive final plat approval,
Developer has heretofore posted acceptable security in the form of a letter of credit, expiring 15
months from the date of issuance, in the amount of $295,307.58, which is 115% of the
estimated cost of construction of the required 23rd Street SW roadway improvements, a copy of
the approved cost estimate is attached hereto as Exhibit "A"; and
WHEREAS, once the Developer's Agreement has been finalized and executed,
with the timing and construction of the required 231d Street SW roadway improvements having
been addressed in said Developer's Agreement, the Developer's Agreement will control, and
the security posted under this Agreement will be released,
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS
AND PROMISES HEREIN CONTAINED, the parties agree as follows:
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A TRUE COPY
CERTIFICATION ON LAST PAGE
J.R. SMITH, CLERK
1. The above recitals form an integral part of this agreement.
2. The Developer and County agree that the timing and construction of the
required 231d Street SW roadway improvements as well as the posting of security to guaranty
and warranty the roadway improvements will be controlled by the Developer's Agreement,
which Developer's Agreement will be finalized in the future
3. Once the Developer's Agreement is finalized and executed, the security
posted under this Agreement will be released.
4. Should the Developer's Agreement not be finalized prior to the expiration
of the letter of credit, Developer agrees to promptly have the letter of credit amended to extend
the expiration date to a date agreeable by County, otherwise County shall take necessary
action to call the letter of credit, with said funds being held in escrow until the Developer's
Agreement is finalized. Alternatively, should Developer fail to enter into the Developer's
Agreement, the Developer and the escrowed funds shall be jointly and severally liable to pay for
the cost of construction and installment of the required 23rd Street SW roadway improvements
to the final total cost, plus the warranty, including but not limited to engineering, construction,
legal and contingent costs, including reasonable attorney's fees incurred by the County,
together with any damages, either direct or consequential, which the County may sustain as a
result of the failure of Developer.
5. Should Developer fail to enter into the Developer's Agreement, and the
County calls the letter of credit, the parties agree that the County at its option shall have the
right, but not the obligation, to construct and install or, pursuant to receipt of competitive bids,
cause to be constructed and installed the required roadway improvements in the event
Developer shall fail or refuse to do so. Developer shall remain wholly liable for any resulting
deficiency, should the called funds be exhausted prior to completion of the required roadway
improvements. In no event shall the County be obligated to expend public funds, or any funds
other than those provided by the Developer to construct the required roadway improvements.
6. Security provided to the County by Developer with respect to this
Agreement shall exist solely for the use and benefit of the County under the terms of this
Agreement and shall not be construed or intended in any way, expressly or impliedly, to benefit
or secure payment to any other party.
7. This agreement is the full and complete understanding of the parties and
shall not be construed or amplified by reference to any other agreement, discussion, or
understanding, whether written or oral, except as specifically mentioned herein. This
agreement shall not be assigned without the express written approval of the County. Any
amendment, deletion, modification, extension, or revision hereof or hereto shall be in writing,
executed by authorized representatives of both parties.
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IN WITNESS WHEREOF, the parties hereto have set their hands and seals on
the day and year first above written.
SLV MILLSTONE, a Delaware limited
liability cj5je14
By
M' hael Moser
Authorized Signatory
DEVELOPER
INDIAN RIVER COUNTY, FLORIDA
ATTEST:: Jeffrey R. Smith :••t`�SgtOPJERs' .
lerk of ourt By:
and Co r ller Bob Solari, Chairman
B COUNTY
t Clerk
;.
Appr ved as to Public s matters: BCC approved: October 4, 2016
'� jt•. J•,
PicASzpyFka, P.E. I~
Public Works Director
Approved to form nd leg i ie
By
William K.D raal
Deputy County Attorney
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A TRUE COPY
CERTIFICATION ON LAST PACE
MASTELLER & MOLER, INC. J.R. Gt ITH, CLERK
M — CIVIL ENGINEERS --
23rd Street SW Roadway Improvements
CERTIFIED PERFORMANCE BOND COST ESTIMATE
Reference: "23rd Street SW Roadway Improvement Plans," Masteller&Moler, Inc., dated December 3, 2015.
Item Descri tion Quantity Unit Unit Price Total
1 Mobilization 1 LS $ 6,500.00 $ 6,500.00
2 Erosion Control 1 LS $ 2,000.00 $ 2,000.00
3 Clearing&Grubbing 085 Acre $ 3,25000 $ 2,762.50
4 Demolish Existing Asphalt 2,050 SY $ 5.00 $ 10,250.00
5 Import Fill 2,500 CY $ 9.00 $ 22,500.00
6 Rough Grade 7,200 SY $ 1.00 $ 7,200.00
7 Finish Grade 7,200 SY $ 1 35 $ 9,720.00
8 Storm Inlet-Type"C" 3 EA_ $ 2,200 00 $ 6,600.00
9 Storm Pipe-RCP 18" 300 LF $ 36.00 $ 10,800 00
10 Storm Pipe-CAP 18" 190 LF $ 30.00 $ 5,700.00
11 Dewatering& Lake Installation of Pipe 1 LS $ 10,000 00 $ 10,000 00
12 Sod: Swales&Disturbed Areas 4,200 SY $ 2.25 $ 9,45000
13 Asphalt-1 0"SP 9.5 3,105 SY $ 570 $ 17,698.50
14 Asphalt-1.5"SP 12.5 3,106 SY $ 855 $ 26,556.30
15 8"Rock Base 2,970 SY $ 13.00 $ 38,610.00
16 12"Stabilized Subgrade 3,050 SY $ 5.25 $ 16,012.50
17 JAdjust Fire Hydrant 2 EA $ 1,50000 $ 3,000.00
18Drivewa -6"Concrete 51 SY $ 45.00 $ 2,295.00
19 Sidewalk-6"Concrete 638 SY $ 45.00 $ 28,710 00
20 Signs/Pavement Markin 1 LS $ 2,654.40 $ 2,65440
21 Engineering Design 1 LS $ 8,50000 $ 8,500.00
22 Permit Application Fees 1 LS $ 81000 $ 810.00
23 Density Testiri 1 LS $ 1,500.00 $ 1,500.00
24 Survey Stake-out 1 LS $ 1,800.00 $_ 1,800.00
25 Survey As-Built 1 LS $ 1,800.00 $ 1,80000
26 Engineer Inspections/Certs 1 LS $ 3,36000 $ 3,36000
Total Construction: $2562789.20
PERFORMANCE BOND SURETY AMOUNT 115%OF TOTAL PROJECT $295,307.58 BIZ�I� G
CERTIFICATE OF COST ESTIMATE
I, John M. Boyer, a Florida Professional Engineer, License No. 57970,do hereby certify to Indian River C unty that this
cost estimate has been prepared under my responsible direction for those improvements itemized in this exhibit and that
the total cost estimate is true and accurate to the best of my knowledge. This estimate has been prepared, in part,to
induce approval by theCo of a nal plat for the Millstone Landing Phases 4-6 project, and for the purpose of
establishing prope susociated therewith.
John M. Boy(#, , FL
Senior Project onilineer 1 E. `! !.� ( I
• STATE OF _ O I c L.�� i A
A*
File#1017 �SS�Q
Y-\mm\ProJects\2010k1017\AftQ
(16-0728 Milistone 23rd Street PerformanceAsx) 1655 27th Street,Suite 2 Page 1 of 1
Vero Beach,Florida 32960
(772)567-5300
A TRUE COPY
CERTIFICATION ON LAST PACE
J.R. SMITH, CLERK
Branch Banking and Trust Company
Commercial Banking
6250 53rd Ave E
Bradenton,FL 34203
IRREVOCABLE LETTER OF CREDIT NO. 9662107775-00001
Indian River County Date: 09/16/2016
Board of County Commissioners
1801 27th Street
Vero Beach, FL 32960
Gentlemen
By order of SLV Millstone LLC, BB&T hereby establishes an Irrevocable Letter of
Credit No 9662107775-00001 in your favor in the amount of $295,307.58 effective as of
09/16/2016, and expiring at our office at the close of business on 12/16/2017 (15
months from the date of issuance).
This Letter of Credit is provided to you as required under the Agreement
Concerning Offsite 23rd Street SW Roadway Improvements (Re. Right-Of-Way Permit
No 2016010115) between SLV Millstone, L.L. C., a Delaware limited liability company
and Indian River County
BB&T shall make funds available under this credit to you not exceeding in the
aggregate the amount of this credit against your sight draft to us mentioning this Letter
of Credit No 9662107775-00001, accompanied by a letter from the County
Administrator or his designee, with approval signatures of the'County Attorney or his
designee, and the Director of Office of Management and Budget or his designee,
stating that SLV Millstone, L.L.0 has defaulted under the terms of the aforementioned
Agreement, and that the amount of the draft represents the amount required by the
County to fulfill the obligation under said Agreement. Drafts presented for payment
under the credit shall be marked, "Drawn on Irrevocable Letter of Credit No.
9662107775-00001 of BB&T "
This letter of credit sets forth in full the terms of our undertaking Such
undertaking shall not in any way be modified, amended, or amplified by reference to any
document, instrument, or contract referred to herein or)in which this Letter of Credit is
referred to or to which this Letter of Credit relates and any such reference shall not be
deemed to incorporate herein by reference any document, instrument, or contract.
BB&T hereby agrees that your sight draft and letter as mentioned above shall be
duly honored and payment made upon due presentation to our office at the above
address or by facsimile transmission specified below, before 3:00 p.m. no later than
12/16/2017 (15 months from the date of issuance)
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Presentation of drawing documents in compliance with this letter of credit shall
be presented at our office at the above address on or before the expiration date, not
later than 3.00 p.m. Alternatively, presentation of such drawing documents may be
made via facsimile transmission to 941-739-7005, or to such other fax number identified
by us to you in writing In the event of a fax presentation, you shall: (i) provide
telephonic notification thereof to us at 941-739-7025, or to such other telephone number
identified by us to you in writing, and (ii) send the original of such drawing documents to
us via overnight courier at the above address, provided, however, that our receipt of
such telephonic notification and original documents shall not be a condition to payment
hereunder Any change in fax number, phone number or address affecting
presentation, must be provided immediately in writing to the attention of Office of
Management and Budget, at Beneficiary's address. Such fax presentation shall be
considered the operative presentation, provided, however, that any presentation
received by us after 3:00 p.m. Eastern time shall be deemed to have been presented on
the next banking day.
The venue is Indian River County, Florida and any disputes will be governed by
the laws of Florida.
Sincerely,
By
Title Michael Ludwig, Market President
Attest:
•Gpl Ufssz-
STA. F OF FLORIDA :��y.•'' ^�E
INDIAN RIVER COUNTY
THIS IS TO CERTIFY THAT THIS IS f*;
A TRUE AND CO RRE T COPY OF ? _
j THE ORIGINAL O LE IN THIS QJ
I OFFICE 00, ti p.
SMITH,CS yam• •C3
9"
C. •�'7 A. S .
,� °Y�9iNER COON•'.
DATE
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