All Kids Play of Corkscrew
AGREEMENT
THIS AGREEMENT made this 2<6 day of Oc-tober , 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 ALL KIDS PLAY FOUNDATION OF CORKSCREW COMMUNITY
INC., a Florida non-profit corporation, (hereinafter referred to as Foundation), whose mailing
address is 15275 Collier Boulevard, #210, PMB #568, Naples, Florida 34120.
WHEREAS, Trustee has acquired 1,061.5 acres located in Collier County, Florida
(hereinafter referred to as "Property"), from Avatar Property Inc. flk/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 Foundation is requesting funds from the GAC Land Trust to purchase
equipment and materials to facilitate the construction of a Boundless Playground to be located at
the Big Corkscrew Elementary School; and
WHEREAS, Trustee has determined that the Foundation'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 equipment and materials to facilitate the construction of a
Boundless Playground to be used by the residents of Golden Gate Estates; and
WHEREAS, Avatar Properties Inc. has provided a "Letter of No Objection", dated gJ22lo~
approving the use of funds derived from the sale of property to purchase equipment and materials
for the construction of a Boundless Playground; and
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 One Hundred Fifty Thousand Dollars
($150,000) of the total funds to be expended by the Foundation for purposes hereinafter stated,
(hereinafter referred to as "Funds") in accordance with the terms and conditions of this Agreement,
provided said Funds are to be used solely for the purpose of purchasing equipment and materials to
facilitate the construction of a Boundless Playground to be located at Big Corkscrew Elementary
School and to service the residents of Golden Gate Estates (hereinafter referred to as "Equipment").
2. The Foundation agrees and warrants that the Funds will be used solely for said
purchase of Equipment for the construction of a Boundless Playground to be used by all of the
residents of Golden Gate Estates.
3. The Foundation hereby agrees that the purchase of the Equipment 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 Foundation for the purchase of the Equipment shall be
in accordance with the following:
A. The Trustee shall make available the Funds for the purchase of Equipment 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 Property Management Manager, of said verification.
B. The Foundation or its designee, shall: (a) provide Real Property Management
Manager, 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 Equipment shall be approved. Payment(s) shall be approved upon
satisfactory review by the Real Property Management Manager and shall be made payable directly
to the Foundation. (b) A letter from the Foundation, signed by the Chairperson, stating that the
purchase has been received and accepted iln good order and directing the County to reimburse the
Foundation. In no way shall the amount to be paid exceed One Hundred Fifty Thousand Dollars
($150,000).
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
Foundation.
D. Upon completion of the purchase of the Equipment, the Foundation 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~ Equipment 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 Foundation covenants and agrees that upon the payment of all or any portion
from the Funds in accordance with the obli~~ation contained in this Agreement it shall be the further
obligation of the Foundation to pay any remaining balance required for the purchase of the
Equipment.
F. All Funds requested, in accordance with this paragraph shall be disbursed within
twenty-four (24) months of the execution of this Agreement by both parties. In the event that the
Equipment is not purchased and installed by the Foundation within twenty-four (24) months from the
execution of this Agreement, it is understood and agreed to by the parties that the Foundation shall
refund or repay to Trustee, within thirty (30) days, any and all funds which have been provided to
the Foundation pursuant to the provisions of the 1983 Agreement.
5. The Foundation 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 Equipment by the I=oundation, its agents, employees, or in any way related
to the Foundation, its agents, employees or any third party.
6. The Foundation 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 Foundation agrees that the following purchase of the Equipment 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 FOUNDATION:
All Kids Play Foundation of Corkscrew Community, Inc.
15275 Collier Boulevard #210, PMB #568
Naples, FL 34120
IF TO THE TRUSTEE:
Collier County
c/o Real Propl3rty Management
Building W
3301 Tamiami Trail East
Naples, FL 34112
10. In the event that the Equipment ceases to be utilized by the Foundation as described
in Paragraph 2, the Foundation agrees that the Foundation shall either pay to the County, within
(30) days, an amount equal to the fair marl<et value of the Equipment as of the date the Equipment
ceases to be used by the Foundation as described in Paragraph 2 or request from the Trustee to
waive the requirement for the Foundation to reimburse the County the amount of the fair market
value of the Equipment. 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. Should the
Foundation elect to pursue a waiver and the waiver is not granted by the Trustee, the Foundation
shall make payment to the County no later than (30) days from the date of the Trustee's decision.
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 TQ~TR~. Sr~f~~ .
pAT~: 0 2). .
A TJES:f: ", {"< .
D IGHT E. BR(tCK'~;clerk
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" .as.to,
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BOARD.~~OU.NTY OMMISSIONERS
COLLlE,~~ UNTY ORIDA.
By: ..j <[Jt.-.-..
Tom Henning, Chairman
WITNESS:
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(Signa~
V"EtLJ!.y ;Jifry q /tV /:UuJAf'
(Pri~ted Name)
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(Sigyatur~)
V~/l,II1d'?fJV~~
(Printed Name)
ALL KIDS PLAY FOUNDATION OF
CORKSCREW COMMUNITY, INC.
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WITNES~__~_-:- ~
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(Signature)-~
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(Printed Na e)
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]aturel
101t .~ 'lit Ii tc,J1~
(Printed Name)
BY: ~ /bd;.,'t/.J
This Conveyance Approved Dy
The Board Of County
Commissioners
Collier County .=Iorida,
Pu.'Suant To Agenda
Date:IO~.t6 .D~ -.tem No: I~ t: 2.3
Approved as to form and
legal sufficiency:
~Ar .
',( V "--
Jennifer elpedio r
Assistant County Attorney