HomeMy WebLinkAboutLANDSCAPING AGREEMENTY*# ",,
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I LANDSCAPING AGREEMENT
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i THIS •LANDSCAPING AGREEMENT, is entered. into. this ."day of
, INC., (the
20.08 b and between ALLIED NEW; .TECHNOLOGIES
"Develo r and St. LUCIE- COUNTY, a political subdivision.o'f the Sta p : ��);. to of Florida;
he ``County").
WITN'ESETH.
WHEREAS., the Developer his commencing proceedings to develop land: in.5t. Lucie
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'County pursuant to Resolution' No. 07=135; as amended by Resolution No. 08=095;. and
"WHEREAS, Resolution No. 08-095 requires: the Developer to place funds in`escrow.
. f'or certain landscaping improvements in the right of way for Rangeline Road.
NOW THEREFORE, inconsideration of 'the .mutual promises contained: herein, the
Developer and. County agree. as follows;
1: INSTALLATION :.OF. REQUIRED LANDSCAPING: The Developer agrees
to satisfactorily complete. installation of . the required landscaping improvements (the
"Improvements") for the 'above referenced development pursuant to Resolution No. 08=
'095:dc6ording,t6the Landscape Plans approved by the Environmental Resources- irector..
The'-Irriprovements.dr'e more particularly.set forth on those.certain Landscctpe:Pla' drawn
by the Developer's I'andscape architects, Landscape Design Associates,'idated April 2,
and any amendments thereto approved by the County Environme`nfial R 'sources
Director, . (th'e Landsca e . Plans In . addition the. Develo er a reel t ` ;:install
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sapplemental.landscaping to establish a buffer between the -subject prpperty and any
oleevelopm'ent which may .occur oh Rangeline Road adjacent. to the. subjectt . prot1i
erty. , in
accordance with Resolution No', 08-095 and the "Opinion of Probable Constructi'Costs
j 'prepared by the, Developer's- landscape architect ("Buffer Improvements") attached
hereto and incorporated kerein jas Exhibit "A". The County..Environrnental R spurces
Director shall inspect the Buffer Improvements and conditionally dcci pt. th Buffer
Improvements if they meet the requirements of the Landscape .Plan.and 00bit A! ':. The
Developer shall correct any deficiencies prior'to.such conditional acceptange In. t ,l event
the ImproVements along Range'' Road have not redched.the heights set fort.in the
i "-Opinion of Probable. Construction` Costs" prepared by the Developer's landscape ahife, &,
j attached hereto and incorporated herein as Exhibit "A", when such developmer►;I occurs .
but no later than ten (10) years from the date of this Agreement, the 'Dev.elo l'er shall
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install landscaping necessary to meet the plant height specifications set forth in..Exhibit
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2.. SECURITY.. The Developer, agrees to provide the County with security in
the form of a monetary deposit to•be held in escrow in on interest -bearing attorney trust
acc`ount...acceptable to tlie.'developer and the County. Attorney in the amount. of three
hundred fifteen. thousand three hundred and 00/100' dolldrs ($315,300.00), representing
115% of..th'e estimated cost of. the Buffer Improvements as set for . in •txhibit "A
Interest shad b'e' credited. andpaid to. the Developer: The County .shall retain such
security to •provide for m'aintenar ce ..of the Buffer,Improvenients and to indemnify and.. .
save :tli"e. County hartriless:.from any.:and.'all costs necessary to- repair "or. replace any part •or
portion of the.. Buffer Improvements occasioned by 'faulty installation, .plants, or
'rnnintpnance: .
3: REDUCTION OF_ AMOUNT OF SECURITY. The amount of the security
may be reduced once during'the term .of this Agreement. following completion of the
installation of the. Buffer Improvements : by.- the Developer ,.and upon . inspection and
acceptance: by the County.in no Ile'vent, however, shall the amount of the security be less
than. dhe hundred. percent . (100%0) of the cost of . completing: the' remaining Buffer .
Improvements.,plus fifteen per"7 (156%) of the total cost f or construction of all the
Buffer Improvements:..
4. SUPERVISION..OF .INSTALLATION. The Buffer Improvements. s hal V be
installed under the supervision of the Developer's landscape architect. in full compliance
with .the :specifications and requirements of St. Lucie County, and when complete, -
Uveloper's landscape architect shall furnish the County Environmental Resources
`Director with a certificate of sdtisfactory completion for approval.
5: FAILURE TO •.COMPLETE BUFFER ... IMPROVEMENTS. It is further
understood and agreed by'and .between the parties to this Agreement that, in the event
the Buffer Improvements are; not installed in accordance with Resolution No. 08-095,
Lan'dscdpe Plans and Exhibit "A'% the County shall have and is hereby granted the right to
... .cause the Buffer:Improvements to be installed and' to use the security provided. herewith
'for payment of all costs and expenses incurred in the installation thereof, including but
not limited to, engineering, surveying, purchase of 'plants, installation., maintenance, legal
and.c.oritin9dilt costs: Furthermore, it is agreed. by the parties hereto that Countysholl be
reimbursed from. the security!provided for any damages, either 'direct or consequential,
Which'..the'. County may sustdin-as a.result of the failure of Developer to carry out and .
execute all. of the provisions of .this Agreement. In the event of Developer's failure or
refusal to install and Maintain the Buffer improvements in accordance with the terms of
GAATTY\AGREEMNT\Allied - Landscaping.dlean.doc-
this .'A:greeme, & , the County, shall have the option to do .so, with. County employees -rind
equipment, or pursuant to:public advertisement and -receipt of bids: -In the event that the
total costs' incurred in construction and full completion of the.Impoovemdnts and Buffer
Improvements :shall. exceed the amount of security provided, such additional costs shall be
paid by Developer'on written demand by the County Environmental Resources -Director.
6. .RELEASE. OF..SECURITY Upon completion of the' installation .of the Buffer
Improvements as -provided in Paragraph .1, .the Developer's- landscape, architect shall
certify that. the Buffer V 'that 'have . been consf rutted . in accordance- with the
approved Landscape Plans and Exhibit '`A". When the Buffer Improvements have been
certified by the Developer's'landscape architect,'tke County Environmental Resources
Director .shall. inspect the Buffer.' 'If. any. of- the plants have not maintained or exceeded
ddequate height to. provide the required buffer .based upon the heights set forth in
Exhibit"A",,the Developer shall.'repldce such` plants with plants equal.to, or greater than.
the heights set -forth in Exhibit A : F;ollowing such inspection and replanting, if necessary,
the County Environmental Resources Ni
re' shall confirm this .in writing=to th'e St. Lucie
County Board of .County Commissioners..The Developers security, minus the:: fifteen
percent (15%), shall then be released.:
The remaining fifteen -percent (15%) shall be held as security for maintenance. of
the' landscaping fora period.'of ten.(10) additional years and shall be released at the .end
of Phis period -upon certif icdtion from tke County Environmental Resources Director to the
''St' Lucie County Board of County ,Commissioners that the landscaping continues .to provide
the'.required buffer. In the event the -landscaping does -not provide the required buffer at
the end. of such additional ten (10) year, period; the remaining fifteen percent (15%) shall
be held. as security until such !time as: the. Developer corrects such .deficiencies .as
certif ied by the County Environmental' Resources Director. .
7. INTERPRETATION:. VENUE:. This Agreement constitutes the entire
agreement between the parties with.respect to the subject matter hereof "and supersedes
all prior verbal or written agreements between the parties with respect thereto. This
Agreement may..only be amended; by written' document,.properly 4uthorized, executed and -
delivered by both parties hereto: This Agreement shall be interpreted as a whole unit and
section he are for convenience only. All: interpretations shall be governed .by the
laws. of the State of Florida In the event it is necessary for either, party to initiate legal
action -regarding this Agreement, venue shall be in the'Nineteenth Judicial Circuit for St.
Lucie County; Florida; for claims iunder state law and the Southern District of Florida for
any claims which are justiciable in federal court.
GAATTY\AGREEMNT\Allied : Landseap,�ing.cleari.doc
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j 8.. FORCE.. MAIEURe: 1 In 'the event that the. completion or anticipated
commercial operation of Developer'Is proposed new facility is delayed or prevented by the
occurrence of a force majeure event including, but not limited to, storm, natural disaster,
adverse.odvtOnrneht'dl/regulatory/permitting/utility action or inaction, or other like event,
the timefrarne for Developer's oblligations hereunder:shall be extended for a reasonable
period of 'time. Tf. the force' majeure event renders the completion or anticipated
commercial operation of the proposed new plant commercially impracticable, developer's
obligations :hereunder. shall 'be- excused and • the :security herein shall .be returned to
Developer..
IN WITNESS WHEREOF, the parties hereto have executed these presents on
the dates"'indicated below. The date .of this Agreement shall be they'":dju, on which this
Agreement is approved by the Board of County Commissioners.
l .
i ATT T: �ce,Lz BOARD OF COUNTY'COMNtI55IONEl,S.
ST.. LUCIE COON FLOR.QA001,
�r
CHAIRMAN
" � E2ye�ty tit.. Etisy.• •
APPROVED AS TO FORM. AND
CORRECTNESS:
4j4 - COUNTY ATTORNEY
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WITNESSES: ALLIED NEW TECHNOLOGIES, INC.
BY:.
rmt
m
:.:. P Nn e:.: N/l .
� Title: _
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:;,ems-`'•-jF'%
Trees
Slash. Pine,.20' Ht
EA :
64
$600.00
$38,400.00
Palm Trees
Cabba a Palm, 20' to 26' OA Ht
EA
86
$160 w
$13,760.00
Shrubs
Wire Grass, 1 gal
EA
498
$5.25
.$2,614.50
Firebush,'3 gal, 24" ht
EA
356
$14.00
$4,984.00
Muhl *Grass, 3 al
EA
.84
$13.50 .
$1,134.00
Wax M rtle, .10' Ht
EA
445
$90.00
$40,050.00
Saw Palmetto, 4' Ht
EA,
333
$250.00
$83,250.00
Pine Straw Mulch, 3" thick
CY
106
$104.00
$11,024.00
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Irrigation S stem
LS,
1
$64,000.00
$54,000.00
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SUBTOTAL $249,216.50
Contingency
10.0%
$24,921.65
$0.00
TOTAL ESTIMATED CONSTRUCTION COST $274,138.15
CALL ESTIMATED CONSTRUCTION COST $274,200.00
Opinion of,Probable Construction Costs
Allied New Techhologies
Rangeline Road Landscape Buffer.
EXHIBIT "A"
ESCROW AGREEMENT :
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:This Escrow Agreement is entered into this,; �O�-day of , 2008, by and
between Irwin M, Frost; P:A.;("E'scrlow Agent"),Allied New Technologies, Tnc. ("Developer")and
St..Lucie County-,,cYpolitical subdivision of the State of Florida ("County"). .
.WHEREAS,- Developer and County have entered.into a Ldndscaping Agreement dated
20013,. (the "Agreement"), under which Developer has agreed to install and
maintain certain- landscaping. improvements in. 5t. Lucie. County, Florida and pursuant to which
Developer'ond County have dgreed. that Developer shall place certain monies into escrow
hereunder;
WHEREAS, to secure Developer's obligation to County under the Agreement, Developer
agrees to escrow the sum of $315�300.00.
NOW, THEREFORE,.for good and valuable, consideration, the receipt and sufficiency
of which is hereby acknowledged;.the parties agree;as.follows:
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1_ Escrow Agent hereby acknowledges the receipt of $315,300.00 from the .
beveloper .(hereinafter' known as the `"Funds" );
2. The parties agree that the Funds will be held by Escrow. Agent, subject to the
General Conditions of Escrow; which -is attached hereto and incorporated herein by reference:
`The Funds'shall beheld in a speciall, interest bearing attorney trust account. All interest shall
be credited to Allied New Technologies, Inc:
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f 3. The Funds, or remaining portion of the Funds, shall be disbursed in accordance
with .(a) the joint written instructions of:.Developer and County given timely to the Escrow .
Agent; or, (b) pursuant to written instructions of the`;County Environmental Resources
...Director; given timely .to the Escrow. Agent; pursuant; to Sections 3, 5 and/or 6 of the
Agreement between the County and the Developer.
4.. . Any notice or other communication necessary or desirable hereunder shall be in
writing and shall be.sent by hand -delivery, facsimile, nationally recognized overnight delivery
service, or.certified mail, postagelprepaid; return receipt requested, as follows, and copies of
any notices sent by Developer, County or Escrow Agent shall be sent to Developer,'County or
Escrow'Agent, as applicable:
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'If to Developer: Allied New Technologies, Inca
.8901 NW 115 Avenue
Miami, FL 33178
Telephone:' 305-888-2623 .
Facsimile: 305- .
If to Escrow Agent: IrWin.M. Frost,P.A.
1111 Brickell Avenue
Suite 2050 '
Miami; FL 33131•
�.. 'Tel ephone::305=374-3001 .
Facsimile: 305=374-3075
If to Coupty:. St. Lucie County -Attorney
2300 Virginia Avenue
Fort .Pierce;'FL 34982
Telephone: 772-462=14'20
Facsimile: 772=462 4440
j 5.. Notices shall be deemed given upon the earlier of -actual receipt (actual receipt.
of facsimile to be 'evidehced by c6nf irmationt of sending by the sender), refusal to accept
delivery,..three business days after being sent by certified mail, or one business day after.
being'sent.by overnight del ivery.service.
6. This Escrow Agreement may not be modified or -amended orally.
I 7: All the terms and pr.ovisions'of this Escrow Agreementshall be binding upon and
inure only'' -to the benefit of and be!enforceable only by the parties hereto and their respective
agents; successors and assigns and is not intended to be, nor shall it be construed as being, for
i the. benefit of any third party a parties. The waiver by any party of any breach:of any
provision hereof shall not: be construed to be the- Waiver of any succeeding breach or breach
of any•other provision hereof. This Escrow Agreement is being made and delivered in the
j State of'Florida and'shall'be construed and enforced in accordance with -the laws of the State
� 'of Florida._
.I 8: This Escrow Agreement may be executed by the parties on separate signature
pages; a composite which shall be attached hereto. Facsimile signatures hereof shall be'valid
for allpurposes.
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-9. This Escrow Aqrdir6ent, and the other documents and agreements as
- I'l dfirred to heoeih,- constitute
soedif ica y.r utethefullifindld'n dcomplete agreement between the
parties; ,This Escrow Agreei u 'r strictly against one party than
Agreement shall not construed mo'e.' I
:agaih9t the other, merely by virtue of the fact that it may have been prepared by counsel for
one of the parties; if -'beinq recognized that. all parties have contributed substantially d
materiallyto the prep-drationof this Escrow A term or provision. of Agreement. In the event any
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this Escrow :Agreement is determined by appropriate' judicial authority to. be illegal or:
- co S.'
.-ot"ht0wist invalid, such: provision shall be given its nearest legal. Meaning or be " construed a'
Aeleted*:as such - authority determines, anti the remainder of this Escrow Agreement
9 eement shall be
,construed to b'. in f u I I,fdrce and elf f edt.
IN WitNESS.WHEREOFI, this Agreement has. been duly executed as of the day and
year.f irst above written.
Alfiid New Technologies; Inc'. (bevelo'per)
# 2 3 — If 3 -.1 N
AY TAX
Nd -I.-
Title.: President
DWIni M.. POost, P.A.. (Escrow. Agirit)
Title.:
AT.
AS
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* St. Lucid County,, C6Uhfy
WAD OP COUNTYOM "t'" M ISSXONEkS
ST. LUCIE COUjLjk!l1A
APPROVED AS TO FORM AND
CORRECTNESS:
County Attorney,
.9. This Escrow Agreement, and the. other documents and, agreements. as
specifically referred to herein, cons+itufe the full, final and complete agreement between.the
parties.
ies. This Escrow Agreement shallnotbeconstruedmore strictly against one party than
against the other, merely by virtue fthe fact that it may have been prepared by counse
l for.
one of the parties, .it being :recogn 1 zed that all parties have contributed substantially and
materially to the preparation of. this, Escrow Agreement. I 'n.the event any term or provision of
this Escrow Agreement is -determined by appropriate judicial. authority to be illegal or
'll be nearest legal -meaning or be.construed as
otherwise.in such provis
.yalid4 fon'sha given its
deleted as suc.h auth'rity oetermines; and the remainder of this Escrow Agreement shall be
construed to be in full force and -effect.
IN, WITNESS WHEREOF, his Agreement has been duly executed as, of the day and
year first above written.
.Allied New'Tichnologies; Inc. (04kveloper)
By.' TAX 1.0:
Name: ro
Title: President
I rwin A. Frost, P.A. (Escrow Agent)`
By:
Name: A/
/104
St. Lucie County (County), .by its:
BOARD -OF COUNTY; COSISIOINE.P.S
ST. LUCIE.COU FLO PA
BY: d
ai man.'
APPROVED AS TO FORM AND,
CORRECTNESS:
BY:
A��- County Attorney
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GENERAL.. CONDITIONS OF .ESCROW
Except as specifically modified by written instruction 'executed' by all parties and
accepted by Escrow Agent, these -General Conditions. Of 'Escrow shall apply to this escrow, and
the Funds -received hereunder:
I. Escrow :Agent: Irwin M. Frost, P,A., is hereinafter referred to as "Escrow
Agent".
2. Deposits: All checks, money orders or drafts will.be processed for collection in
the:normal course of business: Escrow Agent, upon receipt.of an executed IR5 Form W-9 for
Developer, shall establish a: separate interest -bearing escrow account for the benefit of
Developer and Escrow Agent; ini any reputable trust company,'. bank, savings "bank, savings
association, or, other financial. services entity: It is understood by -Developer that Escrow
Agent shall not be liable for any.loss of interest occasioned by the choice by Escrow Agent of
one financial institution ,over another.
3.. Limitations of Liability: Without limitation, Escrow Agent shall not be liable.for
any loss or domag'e resulting from the following:
'a.' The financial status or insolvency 'of any other party, or any
misrepresentaf ion shade by any other party.
b. Any legal 'effect, insufficiency or undesirability of any instrument
.'deposited •with 'or'delivered by or to Escrow Agent or exchanged by the parties hereunder,
whether or not Escrow Agent prepared such instrument.
c.. The defaulf, error, action or omission of any other party to the Escrow
Agreement.
:d. Any loss or;` impairment of the Funds that have been deposited in escrow
while "those Funds are in the course of collection or while tho"se"Funds are on deposit in a .
financial 'institution if such loss or impairment results frorh the failure, insolvency or.
suspension of a financial institution; or any loss or impairment of. the Funds due to the
invalidity of any draft, check, document or other negotiable instrument delivered to Escrow .
Agent.
G:\atty\agreement\allied.escrow.landscaping,doc .
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e. the expiration of any time limit or'other consequence of delay, unless a
properly executed settlement instruction, accepted by Escrow Agent has instructed the
Escrow Agent to comply with said:time limit.
f: Escrow Agent's compliance with any Legal process; subpoena, writ, order,
judgment or'decree-of any court, whether issued with or without jurisdiction and whether or
hot.subsequently vacated, modified; set aside or reversed:
4: Release -of Escrow.Agent.: Upon completion of the disbursement of the Funds,
Escrow .A'gent. shall be automatically released .and discharged of its escrow obligations
hereunder.
5: Parties: Benefiified: These-conditions'of escrow shall apply to and be for the
benefit of agents of 'the Escrow'Agent.employed by it for services in connection with this .
escrow; as well' as forthe benefit of the Escrow Agent.
6. AttTs' .Fees: In the event that litigation is instituted relating to this
escrow; the parties .hereto agree: that' Escrow. Agent .shall be held harmless from any
dttorneys', fees; court costs and expenses relating to that Iitigation.to the extent that
litigation does not arise. as a result of the Escrow Agent's fault. -To that extent that Escrow
Agent:holds Funds under. the terms of; .this escrow, the parties hereto, other than Escrow
Agent; agree that Escrow Agent may charge those, Funds with any such`dttorneys' fees, court
costs and expenses as they are' incurred by Escrow Agen.f. In the event that conflicting
' demands are.made on Escrow Agent, or Escrow Agent, in good faith, believes that any demands
With regard to the Funds are in conflict or are unclear or ambiguous, Escrow Agent may bring
an interpleader action in an appropriate court. 5uch action shall not, be deemed to be the
"fault";of Escrow Agent, and Escrow .Agent may lay claim to. or against the Funds for its
reasonable costs and attorneys' fees in connection with same, Through final appellate; review. -
To that end; the parties hereto, other than Escrow Agent, agree to indemnify'Escrow Agent
from' any such attorneys' fees, court costs and expenses.
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