Backup Documents 03/22/2011 Item #16K1ORIGINAL DOCUMENTS CHECKLIST &ROUTING SLI
X16K -1
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
(Print on pink paper. Attach to original document. Original documents should be hand delivered to the Board Office. The
completed routing slip and original documents are to be forwarded to the Board Office only after the Board has taken action on
the item.)
ROUTING SLIP
Complete routing lines #1 through #4 as appropriate for additional signatures, dates, and/or information needed. If the document is
already complete with the exception of the Chairman's signature, draw a line through routing lines #1 through #4, complete the
checklist, and forward to Ian Mitchell (line #5).
Route to Addressee(s)
(List in routing order
Office
Initials
Date
1.
March 22, 2011
Agenda Item Number
16K1
2.
Original document has been signed/initialed for legal sufficiency. (All documents to be
3.
Settlement Agreement
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Number of Original
1 original
4. Ian Mitchell, Executive Manager
Board of County Commissioners
Documents Attached
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5. Trish Morgan
Clerk's Minutes and Records
PRIMARY CONTACT INFORMATION
(The primary contact is the holder of the original document pending BCC approval. Normally the primary contact is the person who created/prepared the executive
summary. Primary contact information is needed in the event one of the addressees above, including Ian Mitchell, need to contact staff for additional or missing
information. All original documents needing the BCC Chairman's signature are to be delivered to the BCC office only after the BCC has acted to approve the
item.)
Name of Primary Staff
Contact
Steve Williams, Assistant County
Attorney
Phone Number
252 -8400
Agenda Date Item was
March 22, 2011
Agenda Item Number
16K1
Approved by the BCC
Original document has been signed/initialed for legal sufficiency. (All documents to be
Type of Document
Settlement Agreement
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Number of Original
1 original
Attached
by the Office of the County Attorney. This includes signature pages from ordinances,
Documents Attached
INSTRUCTIONS & CHECKLIST
I: Forms / County Forms/ BCC Forms/ Original Documents Routing Slip
WWS Original 9.03.04
Initial the Yes column or mark "N /A" in the Not Applicable column, whichever is
Yes
N/A (Not
awroi3riate.
Initial)
Applicable)
1.
Original document has been signed/initialed for legal sufficiency. (All documents to be
signed by the Chairman, with the exception of most letters, must be reviewed and signed
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by the Office of the County Attorney. This includes signature pages from ordinances,
resolutions, etc, signed by the County Attorney's Office and signature pages from
contracts, agreements, etc. that have been fully executed by all parties except the BCC
Chairman and Clerk to the Board and possibly State Officials.)
2.
All handwritten strike - through and revisions have been initialed by the County Attorney's
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Office and all other parties except the BCC Chairman and the Clerk to the Board
3.
The Chairman's signature line date has been entered as the date of BCC approval of the
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document or the final negotiated contract date whichever is applicable.
4.
"Sign here" tabs are placed on the appropriate pages indicating where the Chairman's
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signature and initials are required.
5.
In most cases (some conaacts are an exception), the original document and this routing slip
should be provided to Ian Mitchell in the BCC office within 24 hours of BCC approval.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines!
6.
Retum fully executed copy of settlement agmment to Steve William in CAO
I: Forms / County Forms/ BCC Forms/ Original Documents Routing Slip
WWS Original 9.03.04
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MEMORANDUM
Date: April 19, 2011
To: Steven Williams, Asst. County Attorney
County Attorney's Office
From: Martha Vergara, Deputy Clerk
Minutes & Records Department
Re: Settlement Agreement — Railhead Industrial Park Owners
Association, Inc.
Attached is one (1) regular copy of the document referenced above,
(Agenda Item #16K1), adopted by the Board of County Commissioners on
March 22, 2011.
The original is being kept by the Minutes and Record's Department where it will
be a part of the Board's Official Record.
If you have any questions, please feel free to call me at 252 -7240.
Thank you.
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SETTLEMENT AGREEMENT
This Settlement Agreement (this "Agreement ") is made effective as of thisZ�day of
March, 2011, by and among THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY (the "BCC "), and RAILHEAD INDUSTRIAL PARK OWNERS'
ASSOCIATION, INC., a Florida not - for - profit corporation (the "RAILHEAD ").
WITNESETH:
WHEREAS, BCC and RAILHEAD entered into an Agreement of Undertaking dated
August 14, 1991 and recorded at Official Records Book 2166, Page 1735, of the Public Records
of Collier County, Florida ( "Undertaking ") which Undertaking incorporated a License
Agreement by Seminole Gulf Railway, L.P. ( "Seminole "); and
WHEREAS, the Undertaking provided that RAILHEAD would be responsible for the
BCC's obligations under the License Agreement and Amendment to the License Agreement; and
WHEREAS, annual invoices from Seminole were presented to BCC for the years 2003
through 2010, payment of such invoices being the responsibility of RAILHEAD under the
Undertaking; and
WHEREAS, BCC paid $63,615.58 toward the invoices; and
WHEREAS, the invoices were neither presented to nor paid by RAILHEAD at the time
of invoicing by Seminole;
WHEREAS, RAILHEAD and BCC have agreed to a payment amount in full settlement
of the obligations of RAILHEAD as paid by BCC.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
agreements contained herein, and for other good and valuable consideration, the adequacy and
receipt of which are hereby acknowledged, the parties agree, each with the other, as follows:
1. Recitations. The foregoing recitations are true and correct, and are incorporated
herein by this reference.
2. Authorization. The execution, delivery and performance of this Agreement by
RAILHEAD have been duly and properly authorized and approved, and RAILHEAD has the
power and authority to execute this Agreement and perform their respective obligations
hereunder.
3. Settlement Amount. BCC and RAILHEAD acknowledge and agree that upon
payment of the sum of $33,705.50 from RAILHEAD to BCC, RAILHEAD shall fulfill its
obligation under the Undertaking for invoices submitted for the years 2003 through 2010.
4. Timing of Payment. Payment of the settlement sum shall be paid by RAILHEAD
to BCC as follows:
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(a) $20,000.00 due within 30 days of the date of this Agreement; and
(b) $13,705.50 due within 90 days of the date of this Agreement.
5. Representations and Warranties. RAILHEAD represents and warrants to BCC
that:
(a) This Agreement is being freely and voluntarily entered into after such legal
consultation concerning the legal effects of doing the same;
(b) This Agreement constitutes a legally binding obligation and is enforceable against
RAILHEAD;
(c) No consent, approval, authorization or other form of permission is needed by
RAILHEAD to enter into, execute, deliver and perform this Agreement;
(d) Neither this Agreement nor any other document delivered in connection herewith
or action taken in connection herewith shall be deemed or construed to be a release of any
obligations of RAILHEAD under the Undertaking for Seminole invoices submitted either to
BCC or RAILHEAD for the year 2011 and later years.
6. Default. In the event of a default of the payment of the settlement amount, BCC
may accelerate the balance due and may immediately exercise, any and all rights and remedies
which BCC may possess under the Undertaking or applicable law, and may proceed forthwith
and without further notice against RAILHEAD. BCC shall be entitled to receive, in addition to
the settlement amount, all expenses incurred by BCC in exercising and enforcing its rights under
the Undertaking or this Agreement, which expenses shall include reasonable attorneys' fees and
costs incurred in any proceeding before any state, federal, administrative, appellate or
bankruptcy court, and /or incurred whether or not suit is filed, beginning from the time of
RAILHEAD's default.
7. Complete Agreement. By executing and acting in accordance with this
Agreement, none of the parties hereto have made or make any representations to any other party
other than as set forth in this Agreement. RAILHEAD and BCC confirm that any and all oral
communications among or between any of them or their attorneys prior to the execution of this
Agreement are in the nature of settlement discussions and, except to the extent embodied in
writing and signed by the parties, no position taken and no statement made during any such
discussions shall be admissible as evidence in any legal proceeding pertaining in any way to this
Agreement or the transactions contemplated therein or arising therefrom.
8. Waiver and Release. In consideration of the payment of the settlement amount by
RAILHEAD to BCC as provided in this Agreement, BCC does hereby remise, release, quit,
satisfy and forever discharge RAILHEAD and all of its past, present, and future officers,
directors, employees, agents, attorneys, heirs, representatives, successors and assigns from any
and all manner of action and actions, causes of action, suits, debts, sums of money, accounts,
covenants, contracts, controversies, obligations, liabilities, agreements, promises, expenses,
damages, liens, claims, counterclaims, setoffs, recoupment, or demand of every nature and kind
whatsoever, if any, at law or in equity, whether now accrued or hereafter maturing and whether
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known or unknown which BCC now has or hereafter can, shall or may have by reason of any
matter, cause or thing, arising out of, in connection with or in any way relating to the Seminole
invoices prior to and including those for the year 2010.
9. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
10. Modification. The terms of this Agreement may not be changed, modified,
waived, discharged or terminated orally, but may only be done so by instruments in writing
signed by the party against whom enforcement of this change, modification, waiver, discharge or
termination is asserted.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.
DWrlvi E , CLERK
Approved as to form and
legal sufficiency:
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Steve T Williams
Assistant County Attorney
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BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
"L4 W.
BY:
FRED W. COYLE, Chairman
Witnesses:
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Print name
'Signattu-64
Print name
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RAILHEAD INDUSTRIAL PARK OWNERS'
ASSOCIATION, INC., a Florida not-for-profit
corporation
BY: n q
7-40MA-S S, V)fLL '�
Print Namp
Fceg)aw
Print Title
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