Agenda 10/25/2016 Item #16A27 16.A.27
10/25/2016
EXECUTIVE SUMMARY
Recommendation to approve an Option Agreement for Excavation Material between RP Orange
Blossom Owner, LLC., and Collier County to provide an option to purchase excavated fill for use
on County projects (This item is a companion item to Orange Blossom Ranch PUDA Item 17B).
OBJECTIVE: To formalize an option agreement for the future purchase of fill for County projects.
CONSIDERATIONS: The County has plans to construct the Big Corkscrew Island Regional Park in the
Golden Gate Estates area, more specifically adjacent to the Orange Blossom Ranch Planned Unit
Development. The County anticipates that fill will be necessary to complete the site development
construction. As part of the residential development of the Orange Blossom Ranch Mixed Planned Unit
Development, the Developer will be excavating material from their site. The Developer would like to
make available for purchase up to 500,000 cubic yards of fill for a period of 2 years at a price of$6.00 per
cubic yard. If the County exercises the option within the two year period, the County must gather and
transport the purchased fill to the County property at the County's expense. If the County does not
exercise the option before the end of two years,the Developer will be free to sell the fill to others.
FISCAL IMPACT: If the price of fill is in excess of$6.00 per cubic yard at the time of construction of
the regional park, the County will save the amount it would have otherwise spent. If it is anticipated that
the cost of fill is below the rate agreed in the agreement,the County is not required to exercise the option
for purchase.
GROWTH MANAGEMENT: There are no impacts to the Growth Management Plan for this item.
LEGAL CONSIDERATIONS: This item has been reviewed by the County Attorney, is approved as to
form and legality,and requires majority vote for approval. -JAK
RECOMMENDATION: To approve this Option Agreement between RP Orange Blossom Owner,
LLC., and Collier County to provide an option to purchase excavation fill for use on County projects.
Prepared by: Trinity Scott, Transportation Planning Manager Prepared By: Trinity Scott, Transportation
Planning Manager, Capital Project Planning, Impact Fees and Program Management Division, Growth
Management Department
ATTACHMENT(S)
1. Option Agmt for Excavated Material Signed (PDF)
2. Site Map (PDF)
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16.A.27
10/25/2016
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.A.27
Item Summary: Recommendation to approve an Option Agreement for Excavation Material
between RP Orange Blossom Owner, LLC., and Collier County to provide an option to purchase
excavated fill for use on County projects. (This item is a companion item to Orange Blossom Ranch
PUDA Item 17B)
Meeting Date: 10/25/2016
Prepared by:
Title: Project Manager—Capital Project Planning,Impact Fees,and Program Management
Name: Laurie Beard
10/10/2016 10:32 AM
Submitted by:
Title: Division Director-IF, CPP&PM—Capital Project Planning,Impact Fees,and Program
Management
Name: Amy Patterson
10/10/2016 10:32 AM
Approved By:
Review:
Growth Management Department Judy Puig Level 1 Division Reviewer Completed 10/17/2016 9:36 AM
Growth Management Department Bendisa Marku Level 2 Division Administrator Skipped 10/17/2016 9:40 AM
Parks&Recreation Laurie Beard Additional Reviewer Skipped 10/12/2016 9:38 AM
Public Services Department Laurie Beard Additional Reviewer Skipped 10/12/2016 9:39 AM
Parks&Recreation Laurie Beard Additional Reviewer Skipped 10/12/2016 9:40 AM
Capital Project Planning,Impact Fees,and Program Management Amy Patterson Additional Reviewer Completed
Capital Project Planning, Impact Fees,and Program Management Trinity Scott Additional Reviewer Completed
Growth Management Operations&Regulatory Management Judy Puig Additional Reviewer Completed 10/12/2016 11:44 AM
Growth Management Department Gene Shue Additional Reviewer Completed 10/12/2016 1:05 PM
Growth Management Department Jeanne Marcella Additional Reviewer Completed 10/13/2016 7:56 AM
Office of Management and Budget Valerie Fleming Level 3 OMB Gatekeeper Review Completed 10/13/2016 9:02 AM
Budget and Management Office Ed Finn Additional Reviewer Completed 10/13/2016 9:29 AM
County Attorney's Office Jeffrey A.Klatzkow Level 3 County Attorney's Office Review Completed 10/18/2016 7:57 AM
County Manager's Office Nick Casalanguida Level 4 County Manager Review Completed 10/18/2016 2:24 PM
Board of County Commissioners MaryJo Brock Meeting Pending 10/25/2016 9:00 AM
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Prepared by: a.
R. Bruce Anderson
Cheffy Passidomo, P.A.
821 Fifth Avenue South
Naples, Florida 34102
OPTION AGREEMENT FOR EXCAVATED MATERIAL
This Option Agreement for Excavated Material is entered into this day of
, 2016 (the "Execution Date") by and between RP Orange Blossom
Owner, LLC, a Delaware limited liability company (hereinafter "OBR") and the Board of County
Commissioners of Collier County, Florida (hereinafter"County").
WHEREAS, OBR is the owner of a portion of the land within the Orange Blossom MPUD
(hereinafter "MPUD"), which is approved to be developed by OBR for residential and other
uses;
WHEREAS, the County owns land adjacent to the MPUD which it intends to develop as a
regional park;
WHEREAS, as part of the residential development of the MPUD, OBR will be excavating
portions of its property and will have a surplus of excavated material (hereinafter"Fill");
WHEREAS, the County may need to acquire Fill to complete its development of the
regional park; and
WHEREAS, OBR is willing to make available, at the County's request, some of its
excavated Fill at a location on its property in proximity to the park site and to grant the County
an option to purchase the Fill for a period of two years from the date of this Agreement and
upon the terms hereinafter specified.
NOW THEREFORE, in consideration of Ten and No/100 Dollars ($10.00) and other
valuable consideration OBR and the County agree as follows:
1. All of the above recitals and exhibits referenced therein are true and correct and
are hereby expressly incorporated herein by reference as if set forth fully below.
2. Up to 500,000 cubic yards of Fill will be made available for purchase by the
County for a period of two years from the Execution Date (hereinafter the "Option Period"), at
a price of Six Dollars and No/100 ($6.00) per cubic yard. If the County purchases any Fill
pursuant to this Agreement,the County shall be responsible for gathering and transporting the
purchased Fill to the County's property at the County's sole cost and expense.
[10836-0007/2579184A]
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3. Prior to the end of the Option Period,the County shall give written notice to OBR o.
if the County will purchase the Fill and specify the amount of Fill to be purchased (an "Exercise
Notice"). County shall have the right to make multiple purchases of Fill at$6.00 per cubic yard,
however such purchases in the aggregate shall not exceed 500,000 Cubic Yards unless
otherwise agreed to in writing by the parties. Each purchase shall require a separate Exercise
Notice. If the County fails to provide said written Exercise Notice to OBR before the end of the
Option Period, this Option Agreement shall expire and terminate and be of no force or effect
and OBR shall be free to sell the Fill to others. If the County provides an Exercise Notice before
the end of the Option Period,the County shall purchase and deliver the Fill within one hundred
eighty(180)days after the Exercise Notice.
4. This Agreement shall become effective upon the approval of OBR's MPUD
Amendment Application (PL20160000787) on terms and conditions acceptable to OBR, and
after the expiration of all time periods for appeal and reconsideration of the approval with no
appeal or reconsideration having been filed,or if filed,that the approval is upheld and becomes
final and the time periods for further appeals and reconsiderations have expired.
5. 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.
6. OBR and County acknowledge that the failure of this Agreement to address any
permit,condition,term or restriction shall not relieve either party, or it successors or assigns, of .^
the necessity of complying with any law, ordinance, rule or regulation governing said permitting
requirements,conditions,terms or restrictions.
7. 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.
8. Except as otherwise provided herein, this Agreement shall only be amended by
mutual written consent of the parties hereto or by their successors in interest. All notices and
other communications required or permitted hereunder shall be in writing and shall be sent by
Certified Mail, return receipt requested, or by a nationally recognized overnight delivery
service,and addressed as follows:
To County: To RP Orange Blossom Owner, LLC:
Harmon Turner Building Attn:Anthony Solomon
Naples, Florida 34112 The Ronto Group
Attn: Nick Casalanguida 3066 Tamiami Trail N,Suite 201
Deputy County Manager Naples, Florida 34103
Phone: (239) 252-8383 Phone: (239)649-6310
Facsimile: (239) 252-2395 Facsimile: (239)649-8870
[10836-0007/2579184/1]
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Notice shall be deemed to have been given on the next successive business day to o.`
the date of the courier waybill if sent by nationally recognized overnight delivery service.
9. THE COUNTY AGREES THAT IF IT ELECTS TO PURCHASE THE FILL,IT WILL BE ACQUIRING
THE FILL ON AN "AS IS, WHERE IS AND WITH ALL FAULTS BASIS" WITHOUT REPRESENTATIONS,
WARRANTIES OR COVENANTS, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE, INCLUDING,
WITHOUT LIMITATION, WITH RESPECT TO THE QUALITY, CONDITION OR VALUE OF THE FILL, THE
PRESENCE OR ABSENCE OF HAZARDOUS SUBSTANCES IN, ON OR UNDER THE FILL, OR THE
COMPLIANCE OF THE FILL WITH APPLICABLE LAW. This Section shall survive the closing of the purchase
of the Fill and any termination of this Agreement.
10. The County,for itself and its employees, contractors and agents, acknowledges that to
the extent it enters onto any land owned by OBR in connection with the inspection, gathering or
transportation of the Fill, or for any other reason in connection with this Agreement, it does so at its
own risk, it assumes all risk associated with such entry, and it expressly waives in full and forever
releases OBR and each of OBR's officers, directors, direct and indirect shareholders, members,
managers, contractors, agents and their respective successors, and assigns (collectively, "OBR Parties")
from all claims, demands, actions or suits of any kind, including but not limited to any claim for
compensatory or punitive damages, attorney's fees, or costs, and all other matters raised by, arising
from or in any manner related to the entry of the County or any of the County's employees,contractors
or agents on OBR's land. The OBR Parties are hereby released from all responsibility and liability to the
County regarding the gathering and transportation of the Fill. This Section shall survive the closing of
the purchase of the Fill and any termination of this Agreement.
11. This constitutes the entire agreement of the parties. Time is of the essence with
respect to all matters set forth in this Agreement.
IN WITNESS WHEREOF,the undersigned executed this Agreement on the day and year above
first written.
itne.se /� RP Orange Blossom Owner, LLC
r a Delaware limited liability company
itness Signa •re (
Printed Name:-3-14,11 r ,ri,effel"C)� By:
Printed Name:Ron J. Hoyt
Witness Signature Its: Vice President
Printed Name: /---16/-11(.t-pi� €,t
State of Texas
County of Dallas
[10836-0007/2579184/1]
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The foregoing instrument was acknowledged before me this ! day of °'
co
C -- , 2016 by Ron J. Hoyl, as Vice President of RP Orange Blossom Owner, LLC, a
Del are limited liability company, on behalf of said limited liability company,who
[14 is personally known to me, or[ j has produced as
identification. /
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��oyv we�,c M.K.BEAVANS Notary Public MK B Vans
NOTARY PUBUC printed Name:
` j * STATE OF TEXAS
4l"iitoFlt.*eq MY COMM.EXP.03/27/19 My Commission Expires: 3/2f'i/�?
110836-0007/2579184/11
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ATTEST: BOARD OF COUNTY COMMISSIONERS
DWIGHT E. BROCK, CLERK COLLIER COUNTY,FLORIDA
By:
Deputy Clerk Donna Fiala, Chairman
Date: Date:
Approved as to form and legality:
Assistant County Attorney
[10836-0007/2579184/1)
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