Agenda 10/13/2009 Item #16B 2
Agenda Item No. 1682
October 13. 2009
Page 1 of 13
EXECUTIVE SUMMARY
Recommendation that the Board of County Commissioners approves the Supplemental
Agreement for the Sale of Fill with Ave Maria Development, LLLP and authorizes the
Chairman to sign the document. Project #60044.
OBJECTIVE: Recommendation that the Board of County Commissioners approves the
Supplemental Agreement for the Sale of Fill with Ave Maria Development, LLLP, and
authorizes the Chairman to sign the documents.
CONSIDERATIONS: On April 26, 2005, the Board of County Commissioners entered into
a Developer Contribution Agreement with Ave Maria Development, LLLP. As part of this
Agreement the County has agreed to provide six lane improvements to Oil Well Road. To
accelerate these improvements the Developer, Barron Collier Companies, has agreed to
donate certain right-of-way, fund the cost of designing and pennitting the section of Oil Well
Road from Immokalee Road to Camp Keais Road in exchange for impact fee credits, and to
provide fill to the County at its cost.
In order to prepare bid documents for the Oil Well Rd project a final price for the fill had to
be agreed on. In negotiations with Ave Maria they provided the cost accounting for its cost
of$2.4l per cubic yard. This was proposed as an approximation and the actual cost would be
adjusted by Ave Maria within sixty days of the completion of the project. To avoid the
unforeseen cost over runs during the course of construction the County and Ave Maria settled
on a fixed price of $2.45 per cubic yard.
The cost of the fill will be made a part of the bid documents and should result in a lower
construction cost. However, bidders have been advised that they are not restricted to this
source and are encouraged to consider all open market sources.
FISCAL IMPACT: There is a $10.00 recording fee associated with this Agreement. The
funds are available in gas tax and/or impact fees.
LEGAL CONSIDERATIONS: The County Attorney participated in the drafting of this
Agreement, which is legally sufficient for Board action. -JAK
GROWTH MANAGEMENT IMPACT: This Agreement is consistent with the Growth
Management Plan
RECOMMENDATION: The Board of County Commissioners approves the Agreement
for fill dirt and authorizes the Chairman to sign the documents.
Prepared by: Kevin H. Dugan, Project Manager, TECM
.-
Attachments: Agreement
Agenda Item No. 1682
October 13, 2009
Page 2 of 13
COLLIER COUNTY
BOARD OF COUNTY COMMISSIONERS
Item Number:
Item Summary:
1682
Recommendation that the Board of County Commissioners approves the Supplemental Agreement
for the Sale of Fill with Ave Maria Development, LLLP and authorizes the Chairman to sign the
document. Project #60044.
10/13/2009 9:0000 AM
Meeting Date:
Approved By
Gary Putaansuu
Principal Project Manager
Transportation Engineering and
Construction
Date
Transportation Services
1011120095:05 PM
Approved By
Norm E. Feder, AICP
Transportation Division Administrator
Date
Transportation Services
Transportation Services Admin.
1012/20097:33 AM
Approved By
Najeh Ahmad
Director
Transportation Engineering &
Construction Management
Date
Transportation Services
10121200910:19 AM
Approved By
Kelsey Ward
Contract Administration Manager
Date
Administrative Services
Purchasing
10121200912:18 PM
Approved By
Lisa Taylor
ManagementlBudget Analyst
Date
Transportation Services
Transportation Administration
10121200912:30 PM
Approved By
Therese Stanley
Grants Coordinator
Date
Transportation
Transportation Administration
10/2f2009 12:35 PM
Approved By
Pat Lehnhard
Executive Secretary
Date
Transportation Services
Transportation Services Admin
1012120094:15 PM
Approved By
OMS Coordinator
OMB Coordinator
Date
County Manager's Office
Office of Management & Budget
1015120098:59 AM
Approved By
Jeff Klatzkow
County Attorney
Date
County Attorney
County Attorney Office
10/5/20091:24 PM
Approved By
John A. Yonkosky
Director of the Office of Management
Date
County Manager's Office
Office of Management & Budget
1016/2009 9:38 AM
0'\
0
0
N
~'
...-l
'-
Cll
..0 U u
E E E
Cll
.... '" Vl'
0-
Cll Cll Cll
V1 V) Vl
'': .~
0-
'-
Cll Cll
.... ....
e e
UJ UJ
..c ..c
u u
Cll Cll
f- f-
..c ..c
t t
rll rll
UJ UJ
E E
e e
"- "-
-0 -0
..0 ..0
'- '-
Cll Cll
Cl. 0-
"2 "2 "0
...
ro rll IV
>- >- >-
U U u
:0 :0 :c
::J ::J ::I
u u u
W '- ...
Cll Cll
Cl. 0- Co
... 0 0 ... U"l ~ N \.0 0 ...-l M N M 00 N M ~ \.0 00
III 0 U"l III N 0 0 0 N 0 ...-l 0 0 0 0 ...-l 0 U"l 0
0 "'l U"l 0 0 0 0 0 0 ~ ~ ~ ~ 0 ~ 0 0 N <:l;
U ...-l 0 U 0 0 0 0 0 0 0 0 0 0 0 0 0 0 N
... :!::
"2: c:
::::I </)- </)- ::::I </)- </)- </)- V} </)- </)- </)- </)- </)- V} </)- V} </)- </)- V\.
Vl
"2 Cll
rll U
>- '':
u 0..
..0 ...
::l "2:
u ::::I
0 M 0'\ 0'\ 0 M U"l 0 0 0 0 00 U"l 0 0 u:
0 U"l M ~ U"l ~ 00 0 0 0 0 \.0 M 0 0
0 ... 00 ", 00 00 \.0 " 0 0 0 0 00, \.0 0 00 "0
0' III ,,' U"l 6 M' <xi \.0' U"l' 0' 6 0' N U"l' o..r) ,,' Cll
0 0 <::t N ...-l M ...-l " ...-l N U"l ...-l " N M ...
0 U ...-l ...-l U"l IV
\.0' jij ...-l' E
... '~
0 III
f- u.J
</)-</)-</)-</)-</)-</)-</)-</)-</)-</)-</)-</)-</)-</)-
cu
~
ns
.....
CU ,<.:
>
0 E
'-
I.::' Cll
0..
.c e Vl
.... 0 c Vl ....
:;:; .... Vl
::t Vl
0 rll t>O Cll .... 0 0
> e E e u u ....
V) rll 'Z CI) ~ e
u ,<.: CI) E ~ Cll
x E ....., ::l E
LJ.J rll V) ::J
CU ..... ....., ....., .....,
....... V1 Vl ::J Cll
U III Cll CI) Cll ::J u... Vl t;
'i: 0 Vl t>O 0.. .... V) u... .... ~
U ::::I e u V) Vl ::J CJ
Q. ....., Cll ro <! V) 0 ..0 u
~ rn V) t>O 0- .... Cll t>O u
.'!::: ,<.: ::::I e E ...-l V) V) e ~ E OJ
Qj e E :;:; CI) 0 ::::I ....., ~ V) 'w '0
s:::: 0 '- '- V) V) u '- V) 0 "tJ
;:) E Vi ~ Cll ~ Cll :> ro ~ ~ Cll ::J U 0:: E
....
::I ... -0 0.. rll f- e ..c f- ::J ~ e
"0 III ~ UJ 0.. ::J rll u... "tJ
0 e 0.. ....., ~ 0 ~
u 0 0:: 0 0 ::J '.;:J
u: > ::J ....., '-
... U LJ.J V1 rn rn u... ....... Vl ::J ro "
"C - >- ::0- .... .... >- ::0- 2 u... ,':!.O u
u: 0 t>O ro t>O ro -'::
cu Vl t>O t>O 0 ,~ e e t>O 0 u e V) ....
"0 e e CI) CI) e Cll CI) V) V) ~
.... "0 -.: -.: 0 e E E '': 0 e E CI) Cll CI)
ns CII CII CI) ..c Cll ..c u...
... CI) Cll e e CI) e CI) Cll w
E IV c: .... Cll Q.J t>O u CI) t>O u -<.: u... u...
E :c IV e e e Cll e e e e Cll e E ..c
',p u .... '0 rn rll C
"~ IV .f! t>O t>O -0 0 ';;; ';;; a.o -0 > t>O t>O
III III 0 <C c c >- Cll C C C >- CI) c CI) Cll Q.J rll
W !OJ ..... LJ.J LJ.J I l'J UJ LJ.J LJ.J I l'J LJ.J 0.. -' -' 0..
Agenda Item No. 1682
October 13, 2009
Page 4 of 13
Exhibit 7.a
Bid Tab
South Grove Lake Excavation
Ave Maria, Florida
Contractor: Earth Tech Enterprises, Inc.
Date Submitted: Fridav, Mav 15. 2009
Bid Due Date: Fridav. Mav 15, 2009
Revised: Fridav, AUQust 21,2009
Item No. Work Area Unit Estimated Qtv. Unit Price Amount
1 Mobilization i LS 1,00 $ 30,000,00 $30,000.00
2 NPDES MonitorinQ (1 vear) LS 1.00 $ 5,500.00 $5,500,00
3 Construction Survey I LS 1.00 $ 9,600.00 $9,600.00
4 Clearing (Stockpile) AC 2.70 $ 5,500.00 $14,850.00
5 Clearina (Excavation Area) -1 AC 68.60 $ 900,00 $61,740.00
6 -_ Excavation* CY i 1,383,200,00 $ 1,29 $1,783,287.19
7 Littoral PlantinQs ~ SY I 4,451,00 $ 0,75 $3,338.25
8 Bahia Sod (Includes Waterina) SY 17,500.00 $ 1.45 $25,375.00
9 Access Road (Paved) ~ ~~ ; 1,250,OO! $ 14,58 $18,225,00
10 Access Road (Stabilized) 13,066.00 $ 9.16 I $119,684.56
11 Sianaae _r--TH 1,00 $ 1,200,00 $1,200.00
-
12 Security Gate ! EA I 1.00 $ 2,000,00 $2,000.00
13 LoadinQ CY 1,383,200,00 $ 0,50 691600
--
14 Administration (Ticketina) CY 1,383,200,00 $ 0,05 i 69160
Total: $2,835,560.00
* Quantity is based on the 100% Construction plans for CR 858 prepared by CH2M Hill
0,00
0,00
$2.00
$0.65
$0.00
$0.00
Agenda Item No. 1682
October 13, 2009
Page 5 of 13
KevinDugan
From:
Sent:
To:
Subject:
David Genson [DGenson@barroncollier,com]
Wednesday, September 16,20091 :07 PM
dugan_k
RE: Oil Well Road Fill Agreement
Sure, just let me know,
From: dugan_k [mailto:KevinDugan@colliergov.net]
Sent: Wednesday, September 16, 2009 1:05 PM
To: David Genson
Subject: RE: Oil Well Road Fill Agreement
Keep something handy, Apparently there was a similar deal with Traviso Bay and the Clerk would not pay because it was
not competitively bid,
From: David Genson [mailto:DGenson@barroncollier.com]
Sent: Wednesday, September 16, 2009 11:41 AM
To: dugan_k
Subject: RE: Oil Well Road Fill Agreement
We originally bid the project out to five (5) different contractors in May 2009, The table below shows their bid prices for
the work, With Earth Tech being the apparent low bidder, we decided to select them and continue negotiating the price
which we tweaked as a result of a few clarifications/additions/deletions from the original bid, Also, please note that we
originally did not ask for contractors to price loading of the fill and ticketing as the original intent was to let your
contractor handle that, The price for loading and ticket administration was requested of and received from Earth Tech
in late August 2009 which is why the breakdown sent yesterday is higher than the number below.
South Grove Lake Bids - with no loading/ticketing (5/15/2008)
Contractor Bid Price
Earth Tech Enterprises, Inc. $2,073,525,25
Mitchell & Stark Const. Co" Inc. $2,403,411.30
Ryan Golf Corporation $2,439,510.25
Lee Mar Building and Construction Corp, $2,919,951.21
South Florida Excavation, Inc. $2,978,154,50
If you need something more formal I can even provide an affidavit that this was competitively bid. Let me know.
David B Genson, PE
BARRON COLLIER COMPANIES
2600 Golden Gate Parkway
Naples Florida 34105
Ph: 239-262-2600
Cell: 239-404-3337
Fax: 239-261-1797
Email: dgenson@barroncollier.com
-"""..."..~,,,-,----"----"--=---'~-"""~"-"";-"""""-"''''-'
Agenda Item No. 1682
OctoQ~LL~..1QQ.L
Page 6 of 13
From: dugan_k [mailto:KevinDugan@colliergov.net]
Sent: Wednesday, September 16, 2009 9:19 AM
To: David Genson
Subject: RE: Oil Well Road Fill Agreement
David,
We are going to need some sort of confirmation that the South Grove Excavation was competitively bid.
From: David Genson [mailto:DGenson@barroncollier.com]
Sent: Tuesday, September 15, 2009 3:59 PM
To: dugan_k
Cc: AhmadJay
Subject: RE: Oil Well Road Fill Agreement
Attached is the unit prices bid by Earth Tech as you requested, Let me know if you need anything else. With regard to
the final agreement, I am ready to get the agreement signed once I get the okay from Will Dempsey. He's a got a call
into the County Attorney's office about an item pertainiflgto the indemnity language,
David B Genson, PE
BARRON COLLIER COMPANIES
2600 Golden Gate Parkway
Naples Florida 34105
Ph: 239-262-2600
Cell: 239-404-3337
Fax: 239-261-1797
Email: dgenson@barroncollier.com
From: dugan_k [mailto:KevinDugan@colliergov.net]
Sent: Tuesday, September 15, 2009 8:04 AM
To: David Genson
Cc: AhmadJay
Subject: RE: Oil Well Road Fill Agreement
David,
I need to send the Estimated cost sheet over to Purchasing for an "independent audit", They will want to see the bid
sheets from Earth Tech,
Do we have a final Agreement yet??
Kevin
From: David Genson [mailto:DGenson@barroncollier.com]
Sent: Monday, September 14,20092:46 PM
To: AhmadJay; dugan_k
Cc: CasalanguidaNick; Will J. Dempsey
Subject: Oil Well Road Fill Agreement
Jay and Scott,
2
Agenda Item No. 1682
October 13, 2009
Page 7 of 13
As requested, please see attached document which shows how the fill price of $2.45 per cubic yard is broken down,
Please note that this shows a cost of the fill at $2.408 ($2,41) per cubic yard and the agreement has $2.45 per cubic
yard. As you recall, Ave Maria Development, LLLP's (AMD) initial agreement had a provision for us to be able to "true
up" the price offill. In our meeting earlier this summer, AMD then agreed, at the County's request, to having an upset
amount that the price of fill would not exceed. Finally, at the County's request again, we agreed to your request to split
the difference between what we estimated the cost was then and to what AMD agreed to as the upset price of the fill (a
difference of $0,10). This resulted in an additional $0,05 "contingency" added to our cost at the time. This version of
the cost estimate still contains the agreed-upon contingency, but we've reduced it to $0.04 ($2,45 versus $2,41 per
cubic yard) which AMD is comfortable with,
wi
Please review and let me know if you have questions,
David B Genson, PE
BARRON COLLIER COMPANIES
2600 Golden Gate Parkway
Naples Florida 34105
Ph: 239-262-2600
Cell: 239-404-3337
Fax: 239-261-1797
Email: dgenson@barroncollier.com
3
Agenda Item No. 1682
October 13, 2009
Page 8 of 13
SUPPLEMENTAL AGREEMENT FOR SALE OF FILL
This SUPPLEMENTAL Agreement ("Agreement") is entered into this _ day of
October, 2009, by and between Ave Maria Developmen4 LLLP, a Florida limited liability
limited partnership ("Ave Maria") and Collier County, a political subdivision of the State of
Florida ("Collier County"). This Agreement is a Supplement to a Developer Contribution
Agreement between the parties dated April 26, 2005, and recorded in Official Records Book
3802, Page 2557, of the Collier County, Florida, Public Records (the "DCA").
RECIT ALS
WHEREAS, Paragraph 7 of the DCA requires Ave Maria to provide sufficient fill
material in connection with the expansion of certain County right-of..way in Eastern Collier
County; and
WHEREAS, Collier County is prepared to proceed with funding and constructing the
expansion of two (2) segments of the Oil Well Road right-of-way, namely those segments lying
between: 1. Immokalee Road and Everglades Boulevard; and 2. Oil Well Grade Road and Ave
Maria Boulevard (the "Project"); and
WHEREAS, Ave Maria and Collier County wish to enter into this Agreement for
purposes of memorializing their respective obligations regarding the provision of fill material for
the Project.
NOW THEREFORE, in consideration of the following agreements, the mutual exchange
ofTen DoJlars ($10.00) and other good and valuable consideration, the receipt and sufficiency of
which the parties mutually acknowledge, Ave Maria and Collier County hereby agree that the
foregoing recitals are true, correct, and incorporated into this Agreement, and further agree as
follows:
1. Sale of Fill for the Project. Ave Maria ab'Tees to provide sufficient fill material
for the Project at a purchase price of $2.45 per cubic yard, which the parties agree reflects Ave
Maria's actual "Cost." The agreed upon purchase price offill and means ofaccess shall be made
available equally to all bidders of the Project and the Contractor for the Project. The fill shall be
extracted from the real property commonly known as South Grove Lake ("South Grove"), as
described in Collier County Board of Zoning Appeals Resolution No. 08-115 approving a
conditional use for earth-mining (the "Resolution"), Ave Maria's obligation to provide fill
material to Collier County hereunder is subject to the following terms and conditions:
A. Quantity. The estimated amount of fill to be excavated and made available under
this Ab'Teement is approximately 1.38 million cubic yards. This Agreement is not
intended to grant Collier County or the Contractor exclusive rights to all fill
material from South Grove, and Ave Maria shall be entitled to sell fill material
from South Grove to third parties, although Ave Maria's obligation to provide fill
material for the County's Project shall take priority over any commitment to other
purchasers, This Agreement shall apply only to the Project, as defmed
hereinabove, and not to any other Collier County right-of.way expansion,
B, Qualitv. Fill material provided from South Grove shall conform to the
requirements listed in Section 120-7 ofthe Florida Department of Transportation
Agenda Item No. 1682
October 13, 2009
Page 9 of 13
Standard Specifications for Road and Bridge Construction 2007.
C. Payment. Should the awarded Contractor exercise their right to use the fill, they
shall be responsible for all costs associated with transporting the fill material from
South Grove to the Project. Ave Maria will load the fill material onto
Contractor's trucks at South Grove, and monitor and document the volume of
material provided to Contractor. Ave Maria will invoice Contractor on the first of
every month based on the volume of fill taken off site from the prior month, and
the Contractor shall pay each invoice within thirty (30) days following receipt.
Should the Contractor fail to pay any such invoice within said 30 day period, then
A ve Maria may, in its sole discretion, decline to provide any further fill material
for the Project until such time that the outstanding invoice is paid current. Collier
County shall require that Conb'actor provide a performance and payment bond
guaranteeing payment to Ave Maria of the sums due hereunder (the "Bond"). The
Bond shall be in an amount not less than One hundred and Ten Percent (110%) of
the estimated cost of the Project, shall contain typical and customary terms and
clauses for such bonds, and shall otherwise accord with the requirements of
Section 255,05, Florida Statutes,
E. Schedule; Notice, Prior to commencement of the Project, Contractor shall submit
to the County and Ave l'v-1aria a schedule of work activities required for the Project
("Construction Schedule"), The Construction Schedule, at a minimum, shall
indicate \vhen Contractor will pick up the fill material from South Grove, On a
weekly or monthly basis, as agreed upon in writing between Contractor and Ave
Maria, Contractor shall provide Ave Maria and County updates to the
Construction Schedule which shall indicate the progress of the required work
activities required and any changes to interim completions and start dates. In no
case shall Contractor btjve Ave Maria less than sixty (60) day's prior written
notice of the date that Contractor wishes to pick up thc initial delivery of fill
material from South Grove,
F, Contractor's Insurance/Indemnity Requirements. Collier County shall requirc
Contractor and any subcontractor(s) who transports fill material from South
Grove carry property damage and public liability insurance coverage in the
following amounts with the County and Ave Maria named as additional insured
parties (the "Required Insurance"):
Auto/General Liability
$2,000,000
$1,000,000
$1,000,000
$500,000
Combined Single Limit
Any One Occun-ence
Personal It~iury
Propcrty Damage
The Required Insurance policy binders shall reflect that each additional insured
patty shall be indemnified on a primary and non-contributory basis utilizing an
ISO stand8rd endorsement at lcast as broad as CG 2010 (11/85), (policy or
endorsement will include coverage for ongoing operations a<; well as products and
completed operations) and shall include a waiver of subrogation clause in favor of
each additional insured party. The County shall secure and provide copies of the
corresponding po licies for the Required Insurance to Ave Maria within ten (10)
'J
Agenda Item No. 1682
October 13, 2009
Page 10 of 13
days following Ave Maria's written request for same
The County's agreement with Contractor shall provide tor the following
indemnity in favor of both the County and Ave Maria:
To the maximum extent permitted by Florida law, the Contractor shall
indemnify and hold harmless Collier County and Ave Maria Development,
LLLP, a Florida limited liability limited partnership ("Ave Maria"), and
their respective officers and employees, from any and all liabilities,
damages, losses and costs, including, but not limited to, reasonable
attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of the
Contractor or anyone employed or utilized by the Contractor in the
performance of this Agreement. This indemnification obligation shall not
be construed to negate, abridge or reduce any other rights or remedies
which otherwise may be available to an indemnified parties or persons
described in this paragraph. This section does not pertain to any incident
arising from the sole negligence of Collier County or Ave Maria. The
fbregoing indemnification shall not constitute a waiver of sovereign
immunity beyond the limits set forth in section 768.28, Florida Statutes.
Contractor shall include such indemnity language in all agreements it enters into
with subcontractors that are hired to transport fill material from South Grove for
the Project.
Le2s1 Matters
) This Agreement shall be considered a Supplemental Agreement to the DCA, and
shall not be constructed or characterized as a development agreement under the Florida Local
Government Development Agreement Act.
3. 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.
4. 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
t.he tenns of this Agreement, then in such event this Agreemcnt shall be modified or revoked as
is necessary to comply with such laws, in a many which best ret1ects the intent of this
Agreement. The invalidity 0 f one or more tenns or conditions in this Agreement shall not affect
the validity of the remaining pOliion of the Agreement, provided that the material purposes of
this Agreement can be determined and effectuated.
5. 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 pelmitted 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 to the pmties as follows (or such other address of which a party hereto shall give
notice):
3
Agenda Item No. 1682
October 13, 2009
Page 11 of 13
For the County:
Name/Title:
Address:
County Manager
3301 Tamiami Trail, East
Naples, Florida 34112
239-252-8383
239-252-4010
Phone:
Fax:
With copies to:
Address:
Phone:
Fax:
Administrator, Transportation Division
2885 S. Horseshoe Drive
Naples, Florida 34104
239-252-8192
239-252-2726
For Ave Maria:
Name/Title:
Address:
Phone:
Fax:
David B. Genson; Vice President of Engineering
2600 Golden Gate Parkway
Naples, Florida 34105
239-262-2600
239-262-1797
With copies to:
George L. Varnadoe, Esquire
Cheffy Passidomo
821 5th A venue South
Naples, Florida 34102
Phone: 239-261-9300
Fax: 239-261-9782
Notice shall be deemed to have been given on the next successive business day to the date of the
courier, if sent by nationally recognized overnight delivery service, or if delivered by Certified
Mail, upon actual receipt.
10, Ave Maria shall execute this Agreement prior to it being submitted for approval
by the Board of County Commissioners. The Effective Date of the Agreement shall be the date
that it is approved by the Board of County Conunissioners at a duly noticed public hearing. In
the event this Agreement has not been so approved by the Board of County Commissioners
within sixty (60) days after execution by Ave Maria, then it shall be deemed terminated and
rendered null and void.
11. In the event of any dispute under this Agreement, the parties shall attempt to
resolve such dispute first by means of the County's then-current Alternative Dispute Resolution
("ADR") Procedure, if any, Following the conclusion of such procedure, if any, either party may
file an action ten injunctivc relief in the Circuit Court of Collier County to enforce the terms of
this Agreement, and remedy being cumulative with any and all other remedies available to the
parties for the enforcemcnt of the Agreement. This Agrecment shall be interpreted without
regard to any presumption or other rule requiring inteqm:~tation against the party causing this
Agreement or any pm1 thereof to be draHcd,
4
Agenda Item No. 1682
October 13, 2009
Page 12 of 13
12. This Agreement constitutes the entire agreement between the County and the
parties with respect to the activities noted herein. All prior representations, undertakings, and
oral agreements by or between the parties hereto with respect to the subject matter of this
Agreement are merged into, and expressed in, this Agreement, and any and all prior
representations, undeltakings, and oral agreements by and between such parties with respect
thereto hereby are canceled. This Agreement is not intended to amend or modifY any other
written Agreement between the paIties with respect to the Project.
13. The individuals signing this Agreement on behalf of each party represents and
warrants that he or she has the full power and authority to execute this Agreement for the party
upon whose behalf he or she is executing same and that upon such execution, such party shall be
fully bound by each and every provision of this Agreement.
14. Nothing contained herein shall be deemed or construed to create between or
among any of the parties any joint venture or partnership nor otherwise grant to one another the
right, authority or power to bind any other party hereto to any agreement whatsoever. Unless
expressly stated herein to the contrary, nothing in this Agreement, whether express or implied, is
intended to confer any rights or remedies under or by reason 0 f this Agreement on any persons
other than the palties and their respective legal representatives, successors and permitted assigns.
Nothing in this Agreement is intended to relieve or discharge the obligation or liability of any
third persons to any paIty to this Agreement, nor shall any provision give any third persons any
right of subrogation or action over or against any party to this Agreement.
15. This Agreement may be executed in separate counterparts, each ofwhich when so
executed shall be an original, but all of which together shall constitute but one and the same
instrument.
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:
DWIGHT E. BROCK, Clerk
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
By:
By:
. -
Donna Fiala, Chairman
, Deputy Clerk
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
REMAINING SIGNATURE PAGE TO FOLLOW
5
. .
Agenda Item No. 1682
October 13, 2009
Page 13 of 13
ATTEST:
AVE MARIA DEVELOPMENT, LLLP, a
Florida limited liability limited partnership
By:
BalTon Collier Corporation, a Florida
corporation, its Managing General
Partner
,4
/1 ..-
/1/;/~ .
I /'
----.- ..... _d-:-
//-_. ~', . ~
"
j
I
!
\~!)[ tL'LL'---t ~.~::~\ /( .~, ji /c (>.._
Printed Name: /1-)0. i c;;; ,), k ,'/ j r 11<"
By:
esident
Corporation, as
Managing General Partner of Ave
Maria Development, LLLP
Corporate Seal
6