HomeMy WebLinkAbout2005-401A ASSIGNMENT OF ? ��
CONTRACT FOR CONSTRUCTION OF REQUIRED '
SIDEWALK IMPROVEMENTS
No . PD - 0447- 12 - SIDE (200402019648349)
WHEREAS , on September 6 , 2005 , Regent Group , LLC, a Florida limited liability
company entered into Contract for Construction of Required Improvements No . PD -04-07 - 12 -
SIDE (2004020196-48349) , copy attached, with Indian River County in connection with
property platted as Quail Creek PD ; and
WHEREAS , Regent Group , LLC wishes to transfer and assign its interest in the
property to SLM Investments, LLC, . a Florida limited liability company, and SLM
Investments, LLC wishes to assume the obligations under said Contract for Construction of
Required Sidewalk Improvements ; and
WHEREAS , under paragraph 10 of said Contract for Construction of Required
Sidewalk Improvements , the agreement shall not be assigned without the express written
approval of the County,
NOW, THEREFORE , the parties agree to the assignment of Contract for
Construction of Required Sidewalk Improvements No . PD- 04-07- 12- SIDE (2004020196-
48349) provided, however, that the Harbor Federal Savings Bank Irrevocable Letter of Credit
No . 447 in the amount of $ 145 , 512 . 50 currently in place to guarantee completion of the
required sidewalk improvements be replaced with a letter of credit for the same amount by
SLM Investments , LLC ,
ASSIGNOR: ASSIGNEE :
REGE T GROUP , LLC . SLM INVEST NTS ,
By: . LMZMJ By:
Ra Lond E . Gent, Manager 'Stanley Markop
Managing Wmb
CONSENT TO ASSIGNMENT
INDIAN RIVER COUNTY, FLORIDA
BCC approved: December 13 , 2005 By:
Thomas S . Lowther, Chairman
Attest : Jeffrey K. Barton
APPROVED AS TO FORM �rk of Court
AND LEG ALSUFFIC 04Y
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my
WILLIAM 4. COLLINS $ Deputy Clerk
COUNTY AT'T'ORNEY
Quail Creek PD
CONTRACT FOR CONSTRUCTION OF
REQUIRED SIDEWALK IMPROVEMENTS
NO . PD =04 -07 - 12 -SIDE (2004020196 -48349 )
THIS CONTRACT , made and entered into this 6th day of
September 2005 , by and between Regent Group , LLC , a Florida
limited liability company , 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 is commencing proceedings to effect
development of land within Indian River County , Florida ; and
WHEREAS , a Final Plat for the development within the
unincorporated area of Indian River County shall not be approved until the
Developer has installed the required improvements or has guaranteed to the
satisfaction of the County that such ' improvements will be installed ; and
WHEREAS , the required sidewalk improvements are to be installed
after Final Plat approval , under guarantees posted with the County .
NOW , THEREFORE , IN CONSIDERATION OF THE MUTUAL
COVENANTS AND PROMISES HEREIN CONTAINED , the parties agree as
follows :
1 . Developer agrees to construct by September 6 , 2007 , a date
being within two years of approval of Final Plat , in a good and workmanlike
manner, those improvements described as follows :
See Exhibit " A" attached hereto .
or otherwise required by the Code of Laws and Ordinances of Indian River
County in connection with the approved Preliminary Plat and Land Development
Permit , which are incorporated by reference into this contract.
2 . Developer agrees to construct said improvements strictly in
accordance with County policies .for sidewalk construction as those policies
relate to location , method and type of construction , and all County development
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regulations and standards , including conditions and requirements of any
applicable County right-of-way permit , all of which are hereby incorporated by
reference and made a part hereof.
3 . In order to guarantee performance of this contract , Developer
shall simultaneously herewith furnish an irrevocable letter of credit, having an
expiration date of not less than ninety (90 ) days beyond the date set forth in
Paragraph 1 , provided by a banking institution authorized to transact such
business in this state , in a form to be approved by the County , naming Developer
as customer and Harbar Ptjyo� i-&/ , as the underwriting
bank, in the amount of $ 145 , 512 . 50 , which amount is not less than one hundred
twenty-five percent ( 125 % ) of the estimated total cost of improvements
remaining to be constructed , as determined in accordance with the County's
Subdivision and Platting Ordinance . It is understood that the full amount of the
letter of credit shall . remain available to the County and shall not be reduced
during the course of construction without an express written modification thereof
executed by all parties . Requested reductions shall not be unreasonably
withheld by the County , but shall be subject to administrative fees as established
by the County . Developer may at any time substitute guarantees , subject to the
approval as to form and amount by the County.
4 . Up to $ 1 , 000 , 000 . 00 , or the limits of any applicable underlying
or excess insurance coverage carried by Developer or to be obtained during the
course of the construction of the subdivision improvements , Developer agrees to
indemnify , hold harmless , and defend the County against any and all claims ,
damages , losses , and expenses , including attorney' s fees , for property damage ,
personal or bodily injury , or loss of life , arising from the negligent acts or
omissions of the Developer , its officers , employees , agents , or contractors ,
subcontractors , laborers , or suppliers , relating to the construction of the required
sidewalk improvements , including all those improvements to be constructed on
existing publicly dedicated or County owned property .
5 . The County agrees to approve the Final Plat, upon a finding
as to compliance with all applicable provisions of the County' s Development
Regulations and Ordinances and upon execution hereof. However , nothing
herein shall be construed as creating an obligation upon the County to perform
any act or construction or maintenance until such time as the required
improvements are satisfactorily completed . Satisfactory completion in
accordance with the land development permit, plans , specifications , and
ordinance requirements of Indian River County shall be determined by the
County and shall be indicated by specific written approval of the Public Works
Director or his designated representative , after receipt of a signed and sealed
Certificate of Completion from the project engineer of record .
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6 . The County agrees to issue building permits and Certificates
of Occupancy prior to the installation of required sidewalk improvements so long
as Developer is not in default of the terms of this Contract.
7 . In the event the Developer shall fail or neglect to fulfill its
obligations under this contract and as required by the Code of Laws and
Ordinances of Indian River County , Florida , the Developer, as principal , and the
letter of credit shall be jointly and severally liable to pay for the cost of
construction and installment of the required improvements to the final total cost ,
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 to carry out and execute all provisions of this
contract and applicable ordinances of the County . In no event, however, shall
the liability of the underwriting bank under this paragraph exceed the total
amount of the original obligation stated in the letter of credit , less any approved
reductions thereto .
8 . 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
improvements in the event Developer shall fail or refuse to do so in accordance
with the terms of this contract . Developer expressly agrees that the County may
demand and draw, upon the existing letter of credit for the final total cost of the
improvements . Developer shall remain wholly liable for any resulting deficiency,
should the letter of credit be exhausted prior to completion of the required
improvements . In no event shall the County be obligated to expend public funds ,
or any funds other than those provided by the Developer, or the letter of credit to
construct the required improvements .
9 . Any letter of credit provided to the County by Developer with
respect to this contract shall exist solely for the use and benefit of the County
and shall not be construed or intended in any way , expressly or impliedly , to
benefit or secure payment to any subcontractor, laborer, materialman ' or other
party providing labor, material , supplies , or services for construction of the
required improvements , or to benefit any lot purchaser(s ) , unless the County
shall agree otherwise in writing .
10 . 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 .
REGENT GROUP , LLC , a Florida
limited liability company
WIT NE SES :
sign : _ By
print n e : ;q L,a &. R, OP1 h& 11 Raymond E . Gent, Manager
sign 97 � 61ADEVELOPER
print name : l
INDIAN RIVER COUNTY , F ORIDA
r
B it
seph . Baird
$ unty Administrator +
Authority : Resolution No . 2005- 121
APPROVED AS TO FORM AND plat approved : 9 / 6 / 05
LEGA SUFFICENCY :
ian E . e
ssistant County Attorney
4
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JOSEPH W. SCHULKE, RE. SCHULKE , BITTLE 8& STODDARD , L . L . C .
JODAH B. BITTLE, P.E.
WILLIAM P. STODDARD, Ph.D., RE. CIVIL & STRUCTURAL ENGINEERING • LAND PLANNING • ENVIRONMENTAL PERMITTING
Engineers Certified Cost Estimate — Quail Creek Subdivision
I, Joseph Schulke, A Florida registered engineer, License No . 47048 , do hereby certify to
Indian River County that a cost estimate has been prepared under my responsible
direction for those improvements itemized in flus exhibit and that the total cost estimate
for said improvements is $ 145 , 512 .50 . This estimate has been prepared, in part, to induce
approval by the county of the Quail Creek Subdivision, and for the purpose of
establishing proper surety amounts associated therewith.
I
t.A" Date: Lof
Jodah B ttle, P :E. No . 57396 .
IIBIT d&-
Page 1 of 2
1717 INDIAN RIVER BLVD., SUITE 301, VERO BEACH , FLORIDA 32960
TEL 772 / 770-9622 Fax 772 / 770-9496 EMAiL sbseng@bellsouth.net
BOND AMOUNT FOR QUAIL CREEK 8 - 8 -05
DESCRIPTION UNIT QUANTM JUNrr PRICE TOTAL
GENERAL
Interior sidewalks LF 8315 $ 14 .00 $ 1163410 .00
Subtotal $1169410.00
PLUS 25 % $299102.50
BOND AMOUNT $1459512 .50
Date:
Jodah Bi e, P .E.
Fl. Reg. 57396
LLis
Page 2 of 2
BB&T IRREVOCABLE LETTER OF CREDIT Branch Banking & Trust Co .
NO. 9661066978=00006
Indian River County Real Estate Lending
Board of County Commissioners 6550 N . Federal Hwy . , 5th Floor
1840 25d' Street Ft, Lauderdale , FL 33308
Vero Beach, FL . 32960 Date : 11 / 18/05
Branch Banking and Trust Company, at the request of SLM Investments, LLC, a Florida limited
liability company, the owner of the property described as Quail Creek PD , hereby establishes an
Irrevocable Letter of Credit No . 9661066978-00006 in your favor, - in the amount of $ 145,512 .50 ,
effective as of September 6, 2005 and expiring December 6, 2006.
This Letter of Credit shall automatically renew for additional 1 -year periods , .but for no more than a total
of 27 months from initial effective date unless Branch Banking and Trust Company provides written
notice by Certified Mail, Return Receipt Requested, to Indian River County Office Management and
Budet at 1840 25b Street, Vero Beach, Florida 32960 of the Bank' s intent not to automatically renew the
Letter of Credit 90 days prior to the Letter of Credit expiring. In the event that the customer does not
provide alternative security within 30 days of notice, the County shall have the right to draw on the Letter
of Credit, not withstanding the lack of any default under the agreement.
This Letter of Credit is provided to you as required under the Assignment of Contract for Construction of
Required Sidewalk Improvements relating to sidewalks in Quail Creek PD between SLM Investments,
LLC and Indian River County ,
Branch Banking and Trust Company shall make funds available undenthis credit to you not exceeding
the aggregate amount of this letter against your sight draft 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 Budget and Management or his designee, stating that SLM Investments, LLC has
defaulted under the terms of the aforementioned Contract for Construction of Required Sidewalk
Improvements or failed to post alternative security, and that the amount of the draft represents the amount
required by the County to fulfillperformance of said Contract for Construction of Required Sidewalk
Improvements . Drafts presented for payment under the credit shall be marked, "Drawn on Irrevocable
Letter of Credit No . 9661066978-00006" of Branch Banking and Trust Company .
Branch Banking and Trust Company hereby agrees that your sight draft and accompanying letter as
mentioned above shall be duly honored and payment made upon presentation to our office located at 6550
North Federal Highway, Suite 500, Fort Lauderdale, FL . 33308 .
Partial drawings are not permissible .
This Irrevocable , Letter of Credit cannot be amended, modified, cancelled, or revoked without both prior
notice to and consent of the beneficiary.
This credit is subject to the Uniform Customs and Practice for Documentary Credits ( 1983 revisions)
International Chamber of Commerce Publication No . 400 . We hereby agree with you that all drafts
drawn under and in compliance with the terms of this credit shall be duly honored upon due presentation
to the drawee .
Branch Banking and Trust Company
By:
Carmen de Essaye
Title : Senior Vice President