Backup Documents 09/13/2022 Item #16F 2 N
ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLII 1 6 F 2
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office
at the time the item is placed on the agenda. All completed roug slips and original documents must be received in the County Attorney Office no later
than Monday preceding the Board meeting.
** ROUTING SLIP**
Complete routing lines#1 through#2 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#2,complete the checklist,and forward to the County Attorney Office.
Route to Addressee(s) (List in routing order) Office Initials Date
1.
2.
3. County Attorney Office County Attorney Office
5AK _ JAk/ _'i/26/i 2
4. BCC Office Board of County
Commissioners Vf4/)).3 W 00/2 Z
5. Minutes and Records Clerk of Court's Office
qlabf 2 g:g24)1'
PRIMARY CONTACT INFORMATION
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 may need to contact staff for additional or missing information.
Name of Primary Staff Gino Santabarbara, Principal Planner Phone Number 239-252-2925
Contact/Depai tment
Agenda Date Item was 9/13/22 Agenda Item Number 16.F.2
Approved by the BCC
Type of Document(s) Ave Maria Amended Tri-party Developer Number of Original 3
Attached Contribution Agreement Documents Attached
PO number or account
number if document is
to be recorded
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A" in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's original signature(instead of stamp)? GS
2. Does the document need to be sent to another agency for additional signatures? If yes, N/A
provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet.
3. Original document has been signed/initialed for legality. (All documents to be signed by N/A
the Chairman,with the exception of most letters,must be reviewed and signed by the
Office of the County Attorney.)
4. All handwritten strike-through and revisions have been initialed by the County Attorney GS
Office and all other parties except the BCC Chairman and the Clerk to the Board.
5. The Chairman's signature line date has been entered as the date of BCC approval of the GS
document or the final negotiated contract date whichever is applicable.
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's GS
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip N/A
should be provided to the County Attorney Office at the time the item is uploaded to the
agenda. 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!
8. The document was approved by the BCC on 9/13/22 and all changes made during the GS N/A is not
meeting have been incorporated in the attached document. The County Attorney an option for
Office has reviewed the changes,if applicable. this line.
9. Initials of attorney verifying that the attached document is the version approved by the N/A is not
BCC,all changes directed by the BCC have been made,and the document is ready for the ' an option for
Chairman's signature. J this line.
I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04;Revised 1.26.05;2.24.05;11/30/12;4/22/16;9/10/21
I Fe
MEMORANDUM
Date: October 7, 2022
To: Gino Santabarbara, Principal Planner
Growth Management Department
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: Ave Maria Amended Tri-Party
Developer Contribution Agreement (3)
Attached for further processing are two original copies of the document referenced
above, (Item #16F2) approved by the Board of County Commissioners on
September 13, 2022.
The third original has been held by the Minutes and Records Department for the
Board's Official Record.
After one of the agreements has been recorded by the developer, as agreed upon with
the developer, please forward a copy of the recorded document to this office for the
record.
If you have any questions, please contact me at 252-8406.
Thank you.
Attachments (3)
16F' 2
AVE MARIA
AMENDED TRI-PARTY DEVELOPER CONTRIBUTION AGREEMENT
THIS AMENDED TRI-PARTY DEVELOPER CONTRIBUTION AGREEMENT
("Amended Agreement") is hereby entered into and made effective this 911'day of August, 2022,
by and between AVE MARIA DEVEOPMENT, LLLP, a limited liability Florida Limited
Partnership, former known as New Town Development, LLLP("the Developer"),whose address
is 2600 Golden Gate Parkway, Naples, Florida 34105 and THE DISTRICT SCHOOL BOARD
OF COLLIER COUNTY, FLORIDA("the School District"), and is joined in and
acknowledged by THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY,
FLORIDA AS THE GOVERNING BODY OF COLLIER COUNTY("the County")given the
interests involved.
RECITALS:
WHEREAS, the parties entered into a Tri-Party Developer Contribution Agreement on
July 8,2021 (a copy of which is appended hereto as Exhibit A);
WHEREAS, the July 8, 2021,Agreement replaced and superseded the Original
Agreement entered into by the parties on March 10,2020,which Original Agreement was
determined thereby by the parties to be effectively terminated;
WHEREAS, under the July 8,2021, Agreement, the Developer desired to have a public
elementary school constructed and operated on the land within Town of Ave Maria SRA
boundary;
WHEREAS, the Developer had agreed to transfer such land to the School District in
exchange for a $2,745,000 credit against school impact fees and such land was transferred;
WHEREAS,under the July 8,2021, Agreement the School District was willing to
delegate to the Developer designing,permitting, financing,and constructing a single building
(with appropriate furniture, fixtures and equipment)designed to accommodate approximately
500 elementary school students (the"Project")on the Land, in accordance with the terms of the
Agreement;
WHEREAS,under the July 8,2021,Agreement, the School District acknowledged that
the Project met the same need as that which would be funded through school impact fees, but
that construction by Developer was in the best interest of the School District;
1
16F2
WHEREAS, under the July 8, 2021, Agreement, commencing on August 1, 2021, the
County would track and has tracked, the collection of all educational impact fees paid within the
Ave Maria SRA boundary as it then existed or as amended;
WHEREAS, in accordance thereof,the School District would establish,and has
established, a separate account specifically for the Project to set aside the disbursed funds; and
WHEREAS, it was anticipated under the July 8,2021, Agreement that the construction of
the Project would commence in the second half of 2022.
WITNESSETH
NOW,THEREFORE, in consideration of Ten Dollars($10.00)and other good and
valuable consideration exchanged amongst the parties, and in consideration of the covenants
contained above and herein,the fact that all of the above recitals are true and correct and shall be
fully incorporated herein and form part of the basis for this Amended Agreement,the parties
agree as follows:
1. In entering into this Amended Agreement,and in light of the fact that construction
will not commence in the second half of 2022 as first anticipated,the parties hereto agree that the
School District will assume the development,management,and oversight of the Project for a
new public elementary school within the Town of Ave Maria.
2. The parties recognize and agree that constructing and operating a new public
elementary school is an important shared interest for the educational well-being for the students
and families residing in the Town of Ave Maria. To this end, the School District anticipates that
the new elementary school will be completed and ready for opening by August 2025.
3. The County will continue to track the collection of all educational impact fees paid
within the Ave Maria SRA boundary and will provide the School District with a monthly report
of those collections with each disbursement to the School District. The District, for its part, will
maintain the presently existing separate account for the Project to set aside the disbursed funds.
4. This Amended Agreement hereby replaces and supersedes the July 8, 2021,
Agreement which shall be deemed to be hereby terminated and have no further force and effect.
5. This Amended Agreement shall be governed by the laws of the State of Florida and all
rights and interests hereunder shall neither be assigned nor transferred to any other party without
the express written consent of the parties hereto.
2
16F2 4
6. The Developer shall be responsible for filing this Amended Agreement and shall
provide copies of the filed Amended Agreement to the School District and the County.
IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed
by their appropriate officials,as of the date first above written.
Attest: BOARD OF COUNTY COMMISSIONERS
CRYS I,,,K. KINZEL, Clerk COLLIER COUNTY, FLORIDA
ce)ilaplo,
OP,
� By �. By: _ .
r',tt Wst , ;,t hat s , Deputy Clerk ; Ham L.McDaniel,Jr.,Chairman
signature 014..
Approv . a• ti fo% . • ••_ ity:
4tii.
Jeffrey •!I 1. ', o County Attorney
I
li
Attest: THE SCHOOL DISTRICT OF COLLIER
COUNTY, FLORIDA
1By:
K e_a Patton, Superintendent II ifer Mitchell, School Board Chair
Approved as to form and legality:
T L Li t Q
J n Fishbane,District General Counsel
3
16F
AVE MARIA DEVELOMENT,LLLP,a
Florida Limited liability limited partnership
WITNESSES: By: Barron Collier Corporation
General Partner
AL--By: I:.:),/- --
Print Name: -. , 41.1.• Print Name: ,3 ire c ti A L
Title: Vif fait Ord ril f"
1/tI11041.r
PantNa e: rri/JiLi it, Cava'
STATE OF FLORIDA
COUNTY OF COLLIER
The foregoing instrument was acknowledged before me this 2 day of A(46...Q 5,T
2022,by `t?il&1L . &hit- ,as \I;cc_ c,, ejrrf ,of Barron Collier
Corporation,General Partner of Ave Maria Development,LLLP. S/He is(personally known
to me,or( )has produced driver's license number _ as identification.
/+ : at cunEa N 01/2 �c tit r1 Qit
%,„ COAIAt188tOH I Kt 212649
EXPIRE&Amoy 3,2026 My Commission Expires:
WITNESSES: By: Nua Baile,LL .
----Cienerla`y ne
Y
Print Name: ul Roney, rest ent ('
Print Name: -s r. ?Erz
STATE OF PLIMIDA H/01/o/1
COUNTY OF GAL-HER At.,</-r. f 1GN-
The foregoing instrument was acknowledged before me this.-' day of/lu<us f,
2022,by Paul Roney,as President,of Nua Baile,LLC. He is(X)personally known To me,or( )
has produced driver's license number as identification.
. 4-777-ae-(-- -
Notaiy Public
My Commission Expires: LucIE A.RAMSDELL
NOTARY PUBLIC,STATE OF MI
OoeNre of WASMTENAW
MY COOMISSION ExP{NES Jon 14,2071
A„CT,MGIN COUNTY OF gill, ?nati:
16F2
AVE MARIA
TRI-PARTY DEVELOPER CONTRIBUTION AGREEMENT
THIS TRI-PARTY DEVELOPER CONTRIBUTION AGREEMENT("Agreement") is made and
entered into this%11-, day of I;.;( , 2021, by and between AVE MARIA DEVELOPMENT, LLLP,
a limited liability Florida Limited Partnership, formerly known as New Town Development, LLLP
("Developer"),whose address is 2600 Golden Gate Parkway,Naples, Florida 34105 and THE DISTRICT
SCHOOL BOARD OF COLLIER COUNTY, FLORIDA (the "School District"), and is joined in and
acknowledged by THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY,FLORIDA
AS THE GOVERNING BODY OF COLLIER COUNTY(the"County").
RECITALS:
WHEREAS, the Town of Ave Maria was created by the County and is located just north of Oil
Well Road and adjacent to Camp Keais, which at build-out will include 11,000 residential units, 690,000
gross square feet of retail/service,510,000 square feet of gross leasable office,35,000 square feet of medical
facilities, 148,500 square feet of gross civic uses, 600,000 square feet of light industrial/warehousing,400
hotel rooms, public school sites, a private K-8 and high school, and Ave Maria University, which will
support 6,000 students;
WHEREAS,the Town of Ave Maria was the first implementation of the Rural Lands Stewardship
Area(RLSA) program, a program which implements the provisions of Chapter 163-3177(11)(d) Florida
Statutes (2004); the RLSA program being an innovative and incentive based program for planning,
protection of natural resources,and development in the rural area of Collier County;
WHEREAS,the Town of Ave Maria DRI was originally approved as a Development of Regional
Impact(DRI)by Resolution No. 05-235,Development Order No.05-01;
WHEREAS, the Florida Legislature in 2012 adopted Section 163-3248(11) Florida Statutes
specifically recognizing Collier County Rural Land Stewardship program as a Statutory Rural Land
Stewardship area which pursuant to Section 380.06(24)(m),Florida Statutes is exempt from DRI review;
WHEREAS,pursuant to Section 380.115,Florida Statutes the Ave Maria DRI has been rescinded;
WHEREAS, the Town of Ave Maria SRA is approved pursuant to Resolutions 2004-89, 2005-
234A and 2014-222,all as amended from time to time;
WHEREAS, Developer and the School Board previously entered into a Memorandum of
Understanding wherein Developer agreed to transfer 46 acres of land in Ave Maria, more particularly
described on Exhibit"A"(the"Land"),to the School District in exchange for a$2,745,000 credit against
school impact fees,which credit was applied and exhausted incrementally as permits were processed;
WHEREAS,Developer transferred the Land to the School District pursuant to that certain Special
Warranty Deed recorded in Official Records Book 4383, Page 0114, Public Records of Collier County,
Florida;
I •
EXHIBIT A
I
WHEREAS,the School District currently has no immediate plans to construct a school on the Land;
WHEREAS,Developer desires to have a public elementary school constructed and operated on the
Land in the near future;
WHEREAS, the School District is willing to delegate to the Developer designing, permitting,
financing,and constructing a single building(with appropriate furniture,fixtures and equipment)designed
to accommodate approximately 500 elementary school students(the"Project")on the Land, in accordance
with the terms herein;
WHEREAS,the School District acknowledges that the Project meets the same need as that which
would be funded through school impact fees, but that construction by Developer is in the best interest of
the School District;
WHEREAS, the Developer has agreed to fund the cost of designing, permitting, constructing,
equipping and furnishing the Project("Project Costs")to the extent adequate funds are not available from
the Project Collections (defined below in Section 3) in exchange for educational impact fee credits in an
amount equal to the Project Costs not offset by the Project Collections(the"Impact Fee Credit");
WHEREAS,the School District acknowledges that Developer will be financing the Project with a
reputable national lender("Construction Loan"),in Developer's sole selection;
WHEREAS,the parties intend for the Project to be completed, as evidenced by the issuance of a
Certificate of Occupancy("Completion"), in advance of the school year commencing in August of 2023;
WHEREAS,commencing on the later of("Credit Commencement Date"):(a)July 31,2023 or(b)
thirty (30) days following Completion of the Project, (i) the School District shall take possession of the
building comprising the Project and (ii)the Impact Fee Credit shall be made available by the County and
applied to exhaustion on a unit by unit basis;
WHEREAS, the parties previously entered into that certain Ave Maria Tri-party Developer
Contribution Agreement, dated March 10, 2020, and recorded in the Public Records of Collier County,
Florida,as Instrument 5846911,OR 5743 PG 784(the"Original Agreement");
WHEREAS,the parties shall terminate the Original Agreement and replace it with this Agreement
upon execution by the parties;and
WHEREAS, this Agreement has been negotiated and prepared by the School District and the
Developer,who jointly request that the County approve the terms and conditions set forth herein.
WITNESSETH:
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable
consideration exchanged amongst the parties, and in consideration of the covenants contained above and
herein,the fact that all of the above recitals are true and correct and shall be fully incorporated herein and
form part of the basis for this Agreement,the parties agree as follows:
1. Recitals: Definitions. The foregoing recitals are true and correct and are incorporated into this
Agreement. The parties hereto agree and acknowledge that the intent ofthis Agreement is to create a legally
binding contract whereby Developer designs,permits,finances,constructs,equips and furnishes the Project
2
16F
and the County'credits educational impact fees as they become due on and after the Credit Commencement
Date. All capitalized terms not defined herein shall have the same meaning as set forth in the Collier County
Consolidated Impact Fee Ordinance, Ordinance No. 2001-13,as amended.
2. General. Subject to the terms of this Agreement,Developer shall be the manager of the Project and
shall have the right to ultimately approve and determine, in its reasonable discretion, all items to be
approved, determined or agreed to as required for completing the Project. Notwithstanding the foregoing,
the School District (or its designated staff, directed by the Superintendent) shall have the right to review
and approve in writing (i) any bids and/or Request for Proposals circulated to proposed contractors and
consultants for the Project;(ii)the architect, engineer and general contractor for the Project; (iii)the plans
for the Project;(iv)all furniture, fixtures and equipment; and (v) the Project Costs, all in accordance with
applicable law; provided that the Parties hereby agree that Peninsula Improvement Corporation, d/b/a
Peninsula Engineering, shall provide engineering and inspection services for the Project and be paid a fee
in the amount customarily charged for such services. The School District(or staff)shall also have the right
to generally monitor construction and progress of the Project. Developer and the School District,and each's
respective agents(or staff) involved in the Project, shall hold collaborative meetings no less than monthly
in the course of designing,permitting and constructing the Project,and the parties shall work in good faith
and without delay to develop the final plans for the Project("Final Plans"). The Final Plans shall meet all
applicable County and State of Florida requirements for educational facilities and shall comply with the
latest Florida Fire Prevention Code and the Florida Building Code. The School District shall not
unreasonably object to any items or matters submitted for its review if such items or matters are in
substantial compliance with applicable law and the Final Plans. The Parties acknowledge that the School
District may, at its sole cost and expense, construct an additional building(s) on the Land for a middle
school (or for expansion of the elementary school), and, to the extent permitted by law, the Project and
middle school (or expansion of the elementary school) may share common elements and facilities, as
determined by the School District in its sole and absolute discretion. Upon reasonable request by the School
District,Developer shall make all invoices,records and any other documentation related to the Project Costs
available to the School District,as is necessary to perform a financial audit. The School District shall have
the right and authority to name the school constructed on the Land in accordance with its applicable
procedures and policies.
3. Collection of Impact Fees. Commencing on August 1, 2021,the County will track the collection
of all educational impact fees paid within the Ave Maria SRA boundary as it exists today or as amended.
The County will provide the School District and Developer a monthly report of those collections with each
disbursement to the School District. The School District will establish a separate account specifically for
the Project to set aside the disbursed funds(the"Project Collections"). The School District shall commence
the set aside of the Project Collections on August 1, 2021 and continue for up to Five (5) years unless
construction begins; or the School District and Developer agree to release the Project Collections early for
another school project. If no construction takes place for the Project within the Five (5) year collection
period, the School District may expend the Project Collections on other projects in its sole and absolute
discretion. Developer may draw on the Project Collections at any time for the purposes of paying the
Project Costs, subject to the review and approval of the School District. Once the Project Collections are
exhausted,additional Project Costs incurred by Developer will be reimbursed by the issuance of the Impact
Fee Credit. The parties anticipate that construction of the Project shall commence in the second half of
2022 with the intention of opening the elementary school in August,2023. Due to market variability,the
School District and Developer agree to meet annually on the anniversary of this Agreement to determine if
construction commencement for the Project should be extended an additional year. If commencement of
construction is extended,the School District(or its designated staff)and Developer shall approve meeting
minutes confirming the extension of the construction commencement. A copy of the approved meeting
minutes will be provided to the County to notify them of the extension.
3
i 4
i6F
4. Timing; Permits;Construction.
a. Subject to events of force majeure,the parties shall comply with the applicable milestones
set forth on Exhibit"B".
b. It is anticipated that completion of the Project will require permits,authorizations and other
approvals("Permits"). The Permits shall be in substantial conformance with the Final Plans. The School
District shall reasonably cooperate with Developer and not impede in any material way Developer's efforts
to obtain such Permits(including,executing any consents as owner of the Land).
c. Developer shall use good faith efforts to cause completion of the Project in accordance
with the Final Plans and Permits. The School District agrees and acknowledges that it shall have no right
to separately contract for any additional or other work on the Land,and that during the entire time Developer
(and/or its contractors or subcontractors)is performing the work for the Project,Developer shall have sole
and exclusive possession of the Land for a period of time not to exceed five (5) years from the date of
execution of this Agreement.
5. Costs;Impact Fee Credit.
a. It is estimated that the gross Project Costs will be approximately Twenty Three Million
Dollars($23,000,000.00);however,the actual cost of the Project will be adjusted based on the Final Plans
and the construction contract, and shall not include costs incurred by Developer to finance and service the
Construction Loan for the Project. The construction contract shall be a "stated sum" contract with a
guaranteed maximum price for completing the Project.
b. Developer shall provide the School District with a final written summary of all Project
Costs incurred("Invoice"), and such commercially reasonable documentation as may be requested by the
School District to confirm the costs incurred by Developer. The Project's costs and procurement process
will be consistent with the District's policies, not the County's, and County may rely on the District's
determination as to the propriety of all Project Costs incurred. The School District and the County shall
have fifteen (15) days from receipt to review the Invoice, and any objection must be made timely in a
writing specifying the basis of the objection. The Parties shall work in good faith to attempt to resolve any
disputes regarding the objection, and if the Parties are unable to come to a consensus within fifteen (15)
days,the dispute shall be referred to the Project architect,whose decision shall be final. The amount shown
on the final Invoice shall conclusively be deemed the"Project Costs"for all purposes hereunder and shall
establish the amount of the Impact Fee Credits minus any offset by the total amount of Project Collections
previously drawn upon by Developer granted under this Agreement.
c. The Impact Fee Credit, if any, shall be reduced by the entire amount of the Educational
Impact Fee due for each Building Permit issued thereon on a unit by unit basis,commencing on the Credit
Commencement Date until the Town of Ave Maria is either completed or the Impact Fee Credit is exhausted
or are no longer available,or have been assigned by operation of or pursuant to an assignment in accordance
with this Agreement. The foregoing reduction in the Impact Fee Credit shall be calculated based on the
amount of the educational Impact Fees in effect at the time the Building Permit is applied for. The credit
shall specify the specific type of Public Facility Impact Fee to which it shall apply(educational)and shall
not apply to any other type of Pubic Facility Impact Fee.Developer hereby authorizes the County, and the
County hereby agrees, that the County shall apply the Impact Fee Credit on a per unit basis as described
herein,commencing on the Credit Commencement Date and expiring on the date the Impact Fee Credit is
depleted.
4
16F2
6. Assignment. The burdens of this Agreement shall be binding upon, and the benefits of this
Agreement shall inure to,all successors in interest to the parties to this Agreement. Developer may freely
assign or transfer all or any portion of the Impact Fee Credit to successor owners of all or part of the Town
of Ave Maria.
7. Easement. Upon the execution of this Agreement by all parties, the School District does hereby
grant unto the Developer,its successors,assigns,agents,or contractors,a temporary construction easement,
for the sole purpose of providing access to and over the Land as required for the completion of the Project.
The temporary construction easement shall terminate on the Completion Date. The rights and interest
granted under the temporary construction easement are conditioned upon the reasonable exercise thereof
by Developer. Developer may not remove any fill from the Land unless such fill is expressly specified for
removal in construction plans approved in writing by the School District (or its staff). Developer shall
indemnify and hold harmless the School District from and against any and all claims, actions, causes of
action, loss, damages, injuries, liabilities, costs or expenses, including without limitation attorneys' fees
(whether incurred.before,during or after trial,or on any appellate level), arising from Developer's use of
this temporary construction easement. This indemnification shall survive the termination of this temporary
construction easement.
8. Developer agrees that it will not submit its own alternative Educational Impact Fee calculation,but
instead will abide by the duly adopted Educational Impact Fees in effect at the time the impact fees are due.
9. The Impact Fee Credit identified herein may only be used in the Town of Ave Maria. The Impact
Fee Credit set forth herein shall not offset, diminish or reduce any other charges,fees or other educational
impact fees for which Developer, its successors and assigns, are responsible in connection with the
development of their other lands. It shall be Developer's,or its successors'and assigns',obligation to notify
the County that the Impact Fee Credit is available each and every time that Educational Impact Fees may
become due.
10. At County's option, an annual examination and audit of compliance may be performed by the
County to determine compliance with, and performance under, this Agreement, including whether or not
there has been demonstrated good faith compliance with the terms of this Agreement and to review the
balance of available Impact.Fee Credit.
11. Miscellaneous. The burdens of this Agreement shall be binding upon, and the benefits of this
Agreement shall inure to, all successors in interest to the parties to this Agreement. Developer
acknowledges and agrees that the failure of this Agreement to address any permit, condition, term or
restriction shall not relieve either Developer,or its successors or assigns,of the necessity of complying with
any law,ordinance, rule or regulation governing applicable permitting requirements, conditions, terms or
restrictions. In the event state or federal laws are enacted after the execution of this Agreement,which are
applicable to and preclude in whole or in part the parties' compliance with the terms of this Agreement,
then in such event this Agreement shall be modified or revoked as is necessary to comply with such laws,
in a manner which best reflects the intent of this Agreement. This Agreement shall be governed by and
construed under the laws of the State of Florida. The parties shall attempt in good faith to resolve any
dispute concerning this Agreement through negotiation between authorized representatives. If these efforts
are not successful,and there remains a dispute under this Agreement,the parties shall first use the County's
then current Alternative Dispute Resolution Procedure. Following the conclusion of this procedure,either
party may then file an action in the Circuit Court of Collier County, which shall be the exclusive venue
with respect to any disputes arising out of this Agreement. This Agreement shall not be construed or
characterized as a development agreement under the Florida Local Government Agreement Act. This
Agreement shall be recorded by the County in the Official Records of Collier County, Florida, within
5
16F2
fourteen(14)days after the County enters into this Agreement. Developer shall pay all costs of recording
this Agreement. A copy of the recorded document will be provided to Developer and the School District
upon request. Except as otherwise provided herein,this Agreement shall only be amended or cancelled by
mutual written consent of the parties hereto or by their successors in interest. This Agreement is the entire
agreement between the parties, and supersedes all previous oral and written representations, agreements
and understandings between the parties. Except where otherwise in direct conflict with Florida Statutes
Section 768.28, the School District and the Developer jointly agree to defend and hold County harmless
from any claims arising out of this Agreement.
[SIGNATURES ON THE FOLLOWING PAGES]
•
16F2
IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by their
appropriate officials,as of the date first above written.
Attest: BOARD OF COUNTY COMMISSIONERS
CRYSTAL.K.KIN7 f Clerk COLLIER COUNTY,FLORIDA
F
NYB By:
:p u Clerk emiY Y nP
Ta to ha' erson
Attest as*,, alr an s.'
signaturt tinii• :c‘L 3tv,),
Approved as o fo d legality:
1
Jeffrey A.Kla i o' ,County Attorney
I . .zk
Attest: THE SCHOOL DISTRICT OF COLLIER
COUNTY,FLORIDA
By: N11. By: 7
Kamela Patton,Superintendent er, chool Board Chair
I
Approved as to form and legality:
`f \I qUcttg,
n Fishbane,District General Counsel
7
16F2
AVE MARIA DEVELOPMENT,LLLP,a
Florida limited liability limited partnership
WITNESSES: By: Barron Collier Corporation
General Partner
� ►�' By: "41,
Print Name: SA4I1 NA-'C• Wartyj.,, Print Na�m�:
c
adu
Title: Vl v
Print Name Free. frarineLL
STATE OF FLORIDA
COUNTY OF COLLIER
The foregoing instrument was acknowledged before me this It/ day of April ,2021,by
�rl a yj (it)('u 1'./j,as V i(le Pr fl d j ii en I of Barron Collier Corporation,General Partner of Ave
Maria Development,LLLP. S/He is [j personally known to me,or[]has produced driver's license
number as identification.
NOTARY PUBLIC
Name: /ri'j(ti((1l /111. Olivia.
My Commission Expires: 2/;}1.2.0 2,$
<' �?�''•. PRISCYLIAM.Oil VA
:�. ,4A MY COMMISSION#HH 083537
' .. a-e EXPIRES:February 5,2025
'''FOFFl�,' Boiled Thru Notary Public Underwriters
8
6 F2
WITNESSES: By: Nua Baile,LLC
BYS11!
Print Name: S��11,4,f, p , ��� Pa I RoneW,Pi sident
Print Name /e( arl netu
STATE OF FLORIDA
COUNTY OF COLLIER
//�� The foregoing instrument was acknowledged before me this /4 day of 4pi,.;J ,2021,by
at I bf'I Q y ,as President of Nua Baile,LLC,General Partner of Ave Maria Development,
LLLP. He is[4 personally known to me,or[] has produced driver's license
number as identification.
��d L?j tl W{.i. U_ JkVIO
NOTARYTUBLIC
Name: pri jivii/i 11A. OAA&
My Commission Expires: 2/5/2&Z5
_ `• Y." PRISCYLLAM.OLIVA
"i„,I MY COMMISSION#HH 083537
EXPIRES:February 5,2025
"i'Fi j f& Bonded Thu Notary Public Underwmtera
9
16F2
EXHIBIT A
The Land
Commencing at the Northwest corner of Section 32,Township 47 South,Range 29 East,Collier
County, Florida.
Thence along the west line of said Section 32,South 00°06'58"East 950.41 feet;
Thence leaving said west line North 89°53'02"East 2310.17 feet to the POINT OF BEGINNING;
Thence North 81°42'41"East 279.14 feet;
Thence South 65°$4'43"East 60.72 feet;
Thence North 89°59'47'East 219:16 feet;
Thence North 82°42'28"East 41.19 feet;
Thence North 58°02'3$"East 138.72 feet;
Thence North 41°09'18"East 91.38 feet;
Thence North 73°57'38"East 83.05 feet;
Thence North 84°51'58"East 305:34.fe�t;�; .
Thence North 86°38'43*E2st 3590 feesy._ ;1?');`-
Thence North 87°28'42" gstz6p3.72.feet; ,.-, �.�,:
Thence North 88°46'017 ast 6�3.98 feet; -,. ',
Thence South 00°00P0'East 1;264,07 feet; _ ••\
Thence South 86'47.�52",East%�10sQi feet;``" t \ '.
Thence 79.38 feet along tbe:.ajc of-a.Kon;tan9eritlalzcircular curve concave northwest having a
r �
radius of 50.00 feet thrdug; a ` r ntEat,arkgle tf 90'67' 2"and being subtended by a chord which
bears South 46°0T23"Itlyest 711,30,feet to atipoint o'(compound curve;
Thence 838.99 feetalimg.tIie•'arc-of: dreutar:curv�c,concaira jiorth having a radius of 1,684.00
feet through a central kigle of 28°32'44"and being ubterid:ed by a chord Which bears
North 74 07j19 West 830;34 feet; --3:.: ( ,'
Thence North 59°50'S7,'.West 126.54 feet; ''
Thence 1,204.32 feet aiohg ttie.?rc of a circular cu 64. cave south having a radius of 1,016.00
feet through a central angle:.bf 67f g4'57"and-bp • subtended by a chord which bears
South 86°11'34'West 1,135.64.feet.:tb•alpbint'dn•the east line of those lands as described in
Official Records Book 4109,pages 3337;3376,of the public records of Collier County, Florida;
Thence along said east fine North 00°00'00*West 847.42 feet to the POINT OF BEGINNING.
Containing 46,01 acres more or less.
Bearings are based on the west line of said Section 32, being South 00°06'58'East.
Certificate of authorization#LB-43.
10
16F2
EXHIBIT B
Milestone
Developer and School District agree on the scope of work,with an estimated construction budget of
$23,000,000.
School District and Developer select architect.
Developer issues Notice to Proceed to architect.
School District and Developer select construction management(CM)firm.
Developer delivers schematic design to Schools District.
School District completes review of schematic design.
Developer delivers final design to School District.
School District approves fmal design.
Developer obtains all required permits for building and site construction.
Developer solicits guaranteed maximum price(GMP)proposal from CM firm.
CM firm submits GMP proposal,with bid tabulation sheet and recommendations for bid selection.
School District and Developer negotiate final GMP with CM firm.
Developer issues Notice to Proceed to CM firm.
Substantial completion.
School opens:August,2023*
* The date set forth above shall in no event be deemed a guaranty of Completion by such date. Moreover, such date shall be
extended and modified due to acts of the School District,acts of God or acts of nature,strikes,material shortages,war,or any other
matter not within the exclusive control of Developer.
11