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Resolution 2014-237 RESOLUTION NO. 2014- 237 A RESOLUTION OF THE COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS AMENDING RESOLUTION 2009-302, RELATING TO THE STEWARDSHIP SENDING AREA WITH A DESIGNATION AS "BCI/BCP/SI SSA 13"; APPROVING THE EXTENSION OF CERTAIN DATES TO DECEMBER 15, 2017 IN THE STEWARDSHIP SENDING AREA CREDIT AGREEMENT AND THE ESCROW AGREEMENT FOR BCI/BCP/SI SSA 13. WHEREAS, on December 15, 2009, the Board of County Commissioners created a Stewardship Sending Area with a designation of '`BCI/BCP/SI SSA 13" and entered into a Stewardship Sending Area Credit Agreement, a Stewardship Easement Agreement and an Escrow Agreement with Barron Collier Investments, Ltd., Barron Collier Partnership, LLLP and Serenoa Investments, Inc.; and WHEREAS, Barron Collier Partnership, LLLP and Serenoa Investments, Inc., represented by R. Bruce Anderson, Esquire of Roetzel Andress, LPA, have requested an extension of certain time frames to December 15, 2017 in the Stewardship Sending Area Credit Agreement for BCI/BCP/SI SSA 13 and the Escrow Agreement for BCI/BCP/SI SSA 13; and WHEREAS, the Board of County Commissioners agrees to the requested extensions. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, that: 1. The first amendment to the Stewardship Credit Agreement for BCI/BCP/SI SSA 13, attached hereto as Exhibit 1, is hereby approved. 2. The first amendment to the Escrow Agreement for BCI/BCP/SI SSA 13, attached hereto as Exhibit 2, is hereby approved. This Resolution adopted after motion, second and majority vote, this F' day of No.sre,b u' , 2014. ATTEST: BOARD OF COUNTY COMMISSIONERS DWIGHT E. BROCK, CLERK COLLIER COUNTY I LORIDA Br2 ' ttest allqifitryitiaftle TOM H NNIN ; Chairman [14-CMP-00935/1124077'1] 2 I oft (':fin Approved as to form and legality: a(3o/r Heidi Ashton-Cicko `I Managing Assistant County Attorney Attachments: Exhibit 1 —First Amendment to Stewardship Credit Agreement for BCI/BCP/SI SSA 13 Exhibit 2 —First Amendment to Escrow Agreement for BCI/BCP/SI SSA 13 [14-CMP-00935/1124077/1] 2 2 o f 2 Exhibit 1 FIRST AMENDMENT TO STEWARDSHIP SENDING AREA CREDIT AGREEMENT (BCIBCP/SI SSA 13) THIS AMENDMENT TO STEWARDSHIP SENDING AREA CREDIT AGREEMENT (hereinafter referred to as the "Amendment") is made and entered into as of this 1 day of �► -%� ✓�b e r- ,2014, by and between COLLIER COUNTY, a political subdivision of the State of Florida, hereinafter referred to as "County" whose mailing address is the Harmon Turner Building, 3299 East Tamiami Trail, Naples, Florida 34112, and BARRON COLLIER PARTNERSHIP, LLLP, a Florida limited liability limited partnership ("BCP"), and SERENOA INVESTMENTS, INC. ("SI") hereinafter referred to as "Owner", whose mailing addresses are 2550 Goodlette Road North, Suite 100, Naples, Florida 34103,for the purpose of extending certain dates. WITNESSETH: WHEREAS, Owner submitted, and the County reviewed, an SSA Designation Application filed with the County on December 31,2008 for the BCIBBCP/SI SSA 13 land; and WHEREAS,the County, Barron Collier Investments,Ltd.,Barron Collier Partnership,LLLP and Serenoa Investments, Inc.entered into a Stewardship Sending Area Credit Agreement("BCl/BCP/SI SSA 13") on December 15,2009("Agreement"); and WHEREAS, Barron Collier Investments, Ltd. merged into Barron Collier Partnership, LLLP by Articles of Merger filed December 30, 2013, and recorded January 6, 2014, in Official Records Book 4998, Page 865,of the Public Records of Collier County,Florida; and WHEREAS, due to the change in economic conditions in the State of Florida the review and approval of the SRA has been delayed and the parties wish to amend the Agreement to extend certain dates; and NOW THEREFORE in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in further consideration of the mutual covenants contained herein,the parties agree as follows: 1. Paragraph 8 of the Stewardship Sending Area Credit Agreement(BC1/BCP/SI SSA 13)is amended to read as follows: Restriction on Land Use Amendments. Upon designation of the land described in Exhibit"A" as an SSA, the Owner shall not seek or request, and the County shall not grant nor approve,any increase in the density or any additional uses beyond those specified in this Agreement. Sixty-five and two tenths(75.2%)of the lands subject to this Agreement are within an HSA or FSA as depicted on the RLSA Overlay Map, officially entitled"Collier County Rural and Agricultural Area Assessment Stewardship Overlay Map". Upon designation of these lands as an SSA,the Owner shall neither seek nor request,and the County shall not in violation of Sections 4.08.06 A.2. and 3.,thereafter grant or approve any expansion or conversion of agricultural uses. Notwithstanding any condition herein to the contrary,this Agreement and the Stewardship Easement shall 1 CP terminate five(5)years from its effective date on December 15,2017 unless the BCl/BCP/SI 13 Stewardship Credits have been exchanged for entitlement of an SRA and the SRA has received all necessary final and non-appealable local,state and federal permits other than a plat,site development plan or building permit necessary to commence construction of the SRA.All affirmative obligations and negative covenants contained in this Agreement and the Stewardship Easement shall be null and void upon such termination without further action from the parties hereto. Upon such termination the land shall revert to its underlying zoning classification as of the date of this Agreement,free and clear of any encumbrance from the Stewardship Easement. If requested by the Owner,Collier County shall provide a written release and termination of this Agreement and the Stewardship Easement for recording in the public records within fifteen(15)days of the request from the owner.Collier County shall update the overlay map to reflect the termination of BCl/BCP/SI SSA 13 or any SRA. 2. Except as amended herein,the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Escrow Agreement by their duly authorized officers or representatives and their official seals hereto affixed the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS DWIGHT E. BROCK,CLERK COLLIER C`UNTY,i ORIDA eaktuayucy____ / filo; By: */ ( fie k TOM II' LNG, irm_ an r9i @;:'t a^S l� Sii5ftn's only. .y Appro d as to f ihn and legality: co, lFcAc Heidi Ashton-Cicko Managing Assistant County Attorney 2 0 WITNESS: 1/444-1,- BARRON L, BA COLLIER PARTNERSHIP, (Signature) LLLP, a Florida limited liability limited partnership (Print Full Name) �=���' �',' WITNESS: By: A Lamar Gable,authorized"Agent"pursuant to J Designation of Authority recorded in Official Lid 1A`JJ�i�t Lit Records Book 4419,Page 1393,Public Records (Signature) of Collier County,Florida 11iJ(u114 (Print Full Name) STATE OF COUNTY OF C--ok`l ' I The foregoing instrument was acknowledged before me this L2. day of /JOve- e- , 2014 by Lamar Gable, authorized"Agent" pursuant to Designation of Authority recorded in Official Records Book 4419, Page 1393, Public Records of Collier County, Florida, on behalf of BARRON COLLIER PARTNERSHIP, LLLP, a Florida limited liability limited partnership, who is personally known to me or who has produced as identification. < \..KINSp,�It Notary Public : RR in . •.Z '*= Print • '2. NEE 168902 °1/4-VA-1:4-11;1) ^ '•�r Bondea�'°� My Commission Expires: d'� �pU CISTAO'���'\`� 3 Go WITNESS: �I7L p_ �� BARRON COLLIER PARTNERSHIP, (Signature) LLLP, a Florida limited liability limited partnership . V/EW4ei (Print Full Name) Al" By: WITNES .� � Bradley Boaz,authori ._ent" • •: ant to Designation of Authority recorded in Official Records Book 4419,Page 1393,Public Records (Signature) of Collier County,Florida X11 (Print Full Name) STATE OF CNt d.ct-..., COUNTY OF C\\ The foregoing instrument was acknowledged before me this \C) day of t c JL»'oe-.'" , 2014 by Bradley Boaz, authorized "Agent" pursuant to Designation of Authority recorded in Official Records Book 4419, Page 1393, Public Records of Collier County, Florida, on behalf of BARRON COLLIER PARTNERSHIP, LLLP, a Florida limited liability limited partnership, who is personally known to me or who has produced as identification. Notary Public W......oN zzi�i V N20 po• :4 �` 2�� .: $ Print * . •. s.. :* #EE 168902 •iv:. My Commission Expires: � .99<A rte,,' .,&" 114611,1i MOO 4 (i):`(1' WITNESS: l' f Pc(441.04__. /°C-- Lt./2} SERENOA INVESTMENTS,INC a file lam. GUa //696, By: ( kkk-Q4 u (Print Full Name) Print Name: -"(4_the i'n e. WITNESS: c/z� Print Title: 5 r d e Y1 T (Signature))/, Je • U L. Viln�' i (Print Full Name) • STATE OF ` -3 � COUNTY OF C -e-✓- The foregoing instrument was acknow ged before me this 12-- day of '`�-"��-N^� 2014 by ,as (title)on behalf of SERENOA INVESTMENTS, INC., a Florida corporation, who is personally known to me or who has produced as identification. M9K N "4 Notary Public N44 0 20,20,6 V rye-U� ■ ••• : = Print NEE 168902 :p "-9 :'�e�,ir""`' • �.e. My Commission Expires: 'D/°a-AA/Li i �v 8797383_1 111878.0011 5 1' Exhibit 2 FIRST AMENDMENT TO ESCROW AGREEMENT (BCl/BCP/SI SSA 13) THIS AMENDMENT TO ESCROW AGREEMENT is made as of the 101Z) day of C c \ye r ,2014, by and between COLLIER COUNTY,a political subdivision of the State of Florida ("County"), BARRON COLLIER PARTNERSHIP, LLLP, a Florida limited liability limited partnership ("BCP"), SERENOA INVESTMENTS, INC. ("SI"), a Florida corporation (BCP and SI are hereinafter individually and jointly referred to as "BCP/SI" or "Owner"), Cheffy Passidomo, P.A., (the "Prior Escrow Agent"), and ROETZEL & ANDRESS, a legal professional association (the "New Escrow Agent"). RECITALS WHEREAS, Collier County, Barron Collier Investments, Ltd., Barron Collier Partnership, LLLP, Serenoa Investments, Inc., and Escrow Agent entered into an Escrow Agreement on December 15, 2009 (the "Escrow Agreement"), pertaining to the Stewardship Sending Area designated as BCI/BCP/SI SSA 13; and WHEREAS, Barron Collier Investments, Ltd. merged into Barron Collier Partnership, LLLP by Articles of Merger filed December 30, 2013, and recorded January 6, 2014, in Official Records Book 4998, Page 865,of the Public Records of Collier County, Florida; and WHEREAS, due to the change in economic conditions in the State of Florida the SRA has been delayed and the parties wish to amend the Escrow Agreement to extend certain dates; and WHEREAS, the Prior Escrow Agent will hereby resign and be replaced by the New Escrow Agent. AGREEMENTS NOW THEREFORE, in consideration of the mutual promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. The above recitals are true and correct and incorporated herein by reference. 2. Paragraph 3 of the Escrow Agreement is amended to read as follows: 3. The Escrow Agent shall deliver the original documents to the County for recording in the public records of Collier County upon presentment of the following by Owner: a. An approved SRA which requires the exchange of Stewardship Credits from BCI/BCP/SI SSA 13 for the additional residential and non-residential entitlements; and b. All necessary final and non-appealable local, state and federal permits other than a plat, site development plan or building permit, necessary to construct the SRA [14-CM P-00935/1 l 24 l 28/I J6 t Words s4EuetE-1hru are deleted and words underlined are added. CKOO consistent with the provisions of Section 4.08.07 of the Collier County Land Development Code;and In the event the approvals referenced above in the recitals are not delivered to the Escrow Agent on or before December 15, 2017, this Escrow Agent Agreement shall terminate and the original Documents shall be returned to Owner. If a challenge and/or appeal of necessary development order, permit or other discretionary approval is filed Owner and County may elect to extend the Escrow Agreement by written agreement until the challenge or appeal is finally resolved. If the challenge or appeal is not resolved such that the construction may commence under terms acceptable to Owner, Owner may within 180 days of the final disposition of the challenge or appeal terminate this Escrow Agreement. 4. New Escrow Agent shall serve as Escrow Agent under the Escrow Agreement effective as of the date hereof. Prior Escrow Agent hereby resigns as Escrow Agent as of the date hereof. The County acknowledges and agrees that New Escrow Agent represents BCP/S1 and may continue to do so while serving as Escrow Agent and notwithstanding any present or future dispute arising under this Agreement. The parties hereto do not object to such services by New Escrow Agent as Escrow Agent and such representation of BCP/SI by New Escrow Agent in this and other matters, and agree that such service and such representation does not adversely affect the independent professional judgment of New Escrow Agent on behalf of any such party, or the ability of New Escrow Agent to adequately represent the interest of any such party. 5. Except as amended herein, the Escrow Agreement is dated March 10, 2009 remains in full force and effect. 6. Executed counter-part copies of the original of this document shall be treated as if the originals were so executed and shall bind the executing party and shall have the same force and effect as the original. Execution of this Agreement by facsimile shall he treated as an original. (Remainder of Page Intentionally Left Blank; [14-CMP-00935/1 124128/124128/H6 2 Words srtte -tkt+tt are deleted and words underlined are added. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Escrow Agreement by their duly authorized officers or representatives and their official seals hereto affixed the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS DWIGHT E. BROdK,,CLERK COLLIER COUNTY. FLORIDA - & By: _ Attest asQ610Sl $ TOM I I NNING,i1 hairman signature on y Appr,ved as to form and legality: — rsni NFA c _-- Heidi Ashton- icko Managing Assistant County Attorney PRIOR ESCROW AGENT: NEW ESCROW AGENT: CHEFFY PASSIDOMO, P.A. ROETZEL&ANDRESS, dir a legal professional association ik By: (Print F II a e 410.dvl Its: (Print Full Title) Date: Date: /t. V. [14-CMP-00935/1 124128/1]G 3 Words are deleted and words underlined are added. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Escrow Agreement by their duly authorized officers or representatives and their official seals hereto affixed the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS DWIGHT E. BROCK, CLERK COLLIER COUNTY, FLORIDA By: By: Deputy Clerk TOM HENNING, Chairman Approved as to form and legality: Heidi Ashton-Cicko Managing Assistant County Attorney PRIOR ESCROW AGENT: NEW ESCROW AGENT: CHEFFY PASSIDOMO, P.A. ROETZEL &ANDRESS, a legal professional association By: -Y►-�_ -9 -L. (Print Full Name) -- (� Its: J" ►//__' a Nt. V c (ge.t'----- (Print Full Title) Date: NO t) . _5- 20 LI Date: [14-CMP-009351112412811]6 3 Words s.tfuek---t1+Fa are deleted and words underlined are added. L,r� WITNESS: ti ,'%Ltt BARRON COLLIER PARTNERSHIP, (Signature) LLLP, a Florida limited liability limited ::'tnership (Print Full Name) WITNESS: ' �/✓ Lamar Gable,authorized"Agent"pursuant to Designation of Authority recorded in Official (Signature) Records Book 4419, Page 1393, Public Records of Collier County,Florida Dif9iJJ L V/6,'Vee/ (Print Full Name) STATE OF • COUNTY OF The foregoing instrument was acknowledged before the this 3'C" day of �e'r' 2014 by Lamar Gable, authorized "Agent" pursuant to Designation of Authority recorded in Official Records Book 4419, Page 1393, Public Records of Collier County, Florida, on behalf of BARRON COLLIER PARTNERSHIP, LLLP, a Florida limited liability limited partnership, who is personally known to me or who has produced as identification. Notary Public `,i��1111fHlll//// �`\ WILKINS04, 5cu20, s Print • •■�� ''�s My Commission Expires: NEE 168902 :Q Bonded mol \O -J5! 11 10/1S1)1!1H� \�\\\� [14-CMP-00935/1 124128/l]6 4 Words str-tiek-dir-ti are deleted and words underlined are added. �;A WITNESS: // GV BARRON COLLIER PARTNERSHIP, (Signature LLLP, a Florida limited liability limited a me. le J ! partnership (Print Full Name) WITNESS: By: I� : A�/.k Bradley Boaz, authoriz�io"Agen purs nt to • Designation of Author y record • '• : ficial (Signature) Records Book 4419, Page 1393, Public Records of Collier County, Florida (Print Full Name) • STATE OF COUNTY OF (\V"eAr The foregoing instrument was acknowledged before me this 9 day of ©C.k60e1r , 2014 by Bradley Boaz, authorized "Agent" pursuant to Designation of Authority recorded in Official Records Book 4419, Page 1393, Public Records of Collier County, Florida, on behalf of BARRON COLLIER PARTNERSHIP, LLLP, a Florida limited liability limited partnership, who is personally known to the or who has produced as identification. 11111HIIIlII/ --- --_-- AA'/4* Notary Public • 0 vn; Print Tit; #EE 168902 ar My Commission Expires:�� :99y . an0 :c. J 1 .......... \\\\ 114-CM P-00935/1 124 128/1]6 5 Words skHin+are deleted and words underlined are added. C t` WITNESS: '7), `'1 1()A-112.4_412-9 SERENOA INVESTMENTS,INC. (Signature aMtlar a/ku s� Iy__ A (Print Full Name) Print Name: ka1'hc.r1'nc - •, ILI WITNESS: /4� V1 Print Title: _ mct n a �r//"rQ s d,�� (Signature) / 1/4A/eel ,g/tie L. (Print Full Name) STATE OF • COUNTY OF \l t� The foregoing instrum nt was acknowledged before me this day ofcL " , 2014 by c.•t. , as 1,PA.2.4"-Gazv4-- ( (title)on behalf of SERENOA INVESTMENTS, INC., a Florida corporation, who is personally known to me or who has produced as identification. �w„�uu11111r� R._. ` '•0.. •WIl KINS� Notary Public i `, Paid 2 20 *s Print • NEE 168902 •Jet' "1",o..16A;ndidlic mole c 44. My Commission Expires: .2)n \4' i,, /c mo ■,%` 8748062_2 111878.0011 [14-CMP-00935/l 1 24128/1j6 6 Words struck-tMr are deleted and words underlined are added. S