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Weatherstation Purchase GGFD Memorandum TO: Minutes & Records Management FROM: Jason Bires Property Acquisition Specialist Real Estate Services DATE: January 30, 2008 RE: GAC - Weatherstation Purchase - Agreement Please find attached one (1) original Agreement for the above referenced project. The Board of County Commissioners of Collier County, Florida approved the Agreement at their January 29,2008 meeting, item number 16E6. Please contact me if you have any questions or comments at Extension 8719. AGREEMENT THIS AGREEMENT made this 2Qday of 3j,C\\Jc.'"Y_, 2008 between COLLIER COUNTY, A POLITICAL SUBDIVISION OF THE STATE OF FLORIDA, BY ITS BOARD OF COUNTY COMMISSIONERS, ACTING IN THEIR CAPACITY AS TRUSTEE OF THE GAC LAND TRUST, (hereinafter referred to as "Trustee"), whose mailing address is 3301 Tamiami Trail East, Naples, Florida 34112, and the GOLDEN GATE FIRE DISTRICT, whose mailing address is 14575 Collier Boulevard, Naples, Florida 34119, hereinafter referred to as "District". WHEREAS, Trustee has acquired 1,061.5 acres located in Collier County, Florida (hereinafter referred to as "Property"), from Avatar Properties Inc. f1k/a GAC Properties Inc. in accordance with the November 15, 1983 Agreement between Avatar Properties Inc and Collier County, (hereinafter referred to as the "1983 Agreement"); and WHEREAS, pursuant to the 1983 Agreement, the Property deeded to Trustee and/or the monetary proceeds acquired from the subsequent sale of said Property are to be used to provide governmental facilities within and for the geographical area known as "Golden Gate Estates"; and WHEREAS, Trustee currently has funds derived from the use and/or sale of a portion of the above-described Property; and WHEREAS, the District is requesting funds from the GAC Land Trust to purchase six weather stations to be placed at six of the fire stations in the Golden Gate Fire Control and Rescue District as well as the Big Corkscrew Island Fire Control and Rescue District; and WHEREAS, Trustee has determined that District's request is in accordance with the intent of the provisions of the 1983 Agreement and accomplishes the purposes of said 1983 Agreement by providing funds for weather stations to assist the Districts in their service to the residents of Golden Gate Estates; and WHEREAS, Avatar Properties Inc. has provided a "Letter of No Objection", dated ~, approving the use of Land Trust Funds fund the purchase of the weather stations for use by the District; and WHEREAS, the District intends to utilize the weather stations in the upcoming fire season. NOW THEREFORE, in consideration of the above premises which are incorporated within and made part of this Agreement, and in further consideration of the mutual covenants set forth below, and other good and valuable consideration, acknowledged by the parties to be sufficient, just and adequate, the parties hereto do agree as follows: 1. The Trustee agrees to contribute a maximum of fifty-four thousand and no/100 dollars ($54,000) to be expended by the District for the purpose of purchasing six weather stations. 2. The District agrees and warrants that the Funds will be used solely for said purchase to provide accurate and up to date weather information to provide service to the residents of Golden Gate Estates 3 The District hereby agrees that the purchase of the weatherstations shall be conducted in a manner consistent with the Board of County Commissioner's purchasing policy and in proper coordination with the County's Purchasing Department prior to the ordering or receiving of any goods or services purchased under this Agreement. 4 Payment of the Funds to the District for purchase of the weather stations shall be in accordance with the following: A. The Trustee shall make available the Funds ($54,000) for the purchase of the six weather stations following approval by the Board of County Commissioners, Collier County, of this Agreement. Said payment shall be made within thirty (30) days of receipt of appropriate verification as stated below by the Trustee, with copy to the Real Estate Services Department Director, of said verification. B. The District or its designee, shall: (a) provide Real Estate Services Department Director, copies of all invoices, purchase orders or other documentation which shall clearly state the purposes of said expenditure. Only those invoices which clearly stated expenditures associated with the purchase of the weather stations shall be approved. Payment(s) shall be approved upon satisfactory review by the Real Estate Services Department Director and shall be made payable directly to the appropriate vendor. (b) A letter from the District, signed by the Chairperson, stating that the purchase has been received and accepted in good order and directing the County to pay directly to the vendor, on behalf of the District, each invoice for purposes specified in paragraph 1. In no way shall the amount to be paid exceed $54,000. C. Within thirty (30) days after receipt and approval of the above described documentation, a County warrant for payment shall be prepared and made payable to the vendor and shall be forwarded directly to the vendor by the County. D Upon completion of the purchase of the six weather stations, the District or its designee shall (1) promptly forward a letter to the Trustee stating that all money from the GAC Land Trust has been used for the purpose of purchasing the six weather stations and that all payments have been disbursed in accordance with the Agreement; and (2) refund to Trustee any and all funds, or any portion thereof, not utilized for said purchase shall be deposited directly into the GAC Land Trust Fund 605. E. The District covenants and agrees that upon the payment of all or any portion from the funds in accordance with the obligation contained in this Agreement it shall be the further obligation of the District to pay any remaining balance required for the purchase of the six weather stations F. All funds requested, in accordance wit this paragraph shall be disbursed within twelve (12) months of the execution of this Agreement by both parties. In the event that the six weather stations are not purchased and installed by the District within twelve (12) months from the execution of this Agreement, it is understood and agree by the parties that the District shall refund or repay to Trustee, within thirty (30) days, any and all funds which have been provided to the District pursuant to the provisions of the 1983 Agreement. 5. The District agrees to protect, defend, indemnify and hold the Trustee harmless from any and all claims, actions, causes of action or liabilities including attorney's fees and costs arising from or in any way connected with the use of the funds or the selection, purchase, delivery or installation or use of the six weather stations by the District, its agents, employees, or in any way related to the weather stations by the District, its agents, employees or any third party. 6. The District understands and agrees that the funds to be provided to Collier County in accordance with the terms of this Agreement have been derived from and are being provided solely for the sale and/or use of a portion of the Property conveyed to Collier County pursuant to the 1983 Agreement administered and managed by the County for the GAC Land Trust and that such funds are currently in Fund 605-122390 (The GAC Land Trust Sales Fund) 7. The District agrees that the following purchase of six weather stations shall be used primarily for servicing the geographical area commonly known as "Golden Gate Estates". 8 of Florida. This Agreement is governed and construed in accordance with the laws of the State 9. Any notice required by this Agreement shall be addressed to the parties at the address set forth below: IF TO THE GOLDEN GATE FIRE CONTROL AND RESCUE DISTRICT: Golden Gate Fire Control and Rescue District 14575 Collier Boulevard Naples, FL 34119 IF TO THE TRUSTEE: Collier County c/o Real Estate Services Department Administration Building 3301 Tamiami Trail East Naples, FL 34112 10. In the event that the Equipment ceases to be utilized by the District as described in Paragraph 2, the District agrees that the District shall pay to the County, within thirty (30) days, an amount equal to the fair market value of the Equipment as of the date the Equipment ceases to be used by the District as described in Paragraph 2. The fair market value shall be determined by a third party, selected by the County, who is determined to be qualified to establish the valuation of said Equipment or upon mutual agreement of County and the District. 11. This Agreement represents the entire Agreement between the parties, and no promise, representation, warranty or covenant not included in this Agreement or any such referenced agreements has been or is being relied upon by either party. No modification or amendment of this Agreement shall be of any force or effect unless made in writing and executed and dated by both parties. IN WITNESS WHEREOF, District and Trustee have caused this Agreement to be duly executed on the day and year first above written, , .'. AS TO TRUSTEE: " , ' DATED '~"4t\ UJ, ~ g' ATTEST:" . ' .,' '" D~,HT E. BROC~; CI{l'rk ~~ a' It'tott'Ut", slQnature on]- . By . Tom \-\o.no;r\3 j C.hoilfMo. AS TO GO EN GATE FIRE CONTROL AND RE UE DISTRICT DATED . 1&~1 ATTEST ~ ~ D I STEDMAN, Secretary Approved as to form and legal sufficiency: ~rL 4-[ I{O Heidi F. Ashton - Cicko Assistant County Attorney