Agenda 10/13/2015 Item #16D 3/1—N,.
10/13/2015 16.D.3.
EXECUTIVE SUMMARY
Recommendation to approve an Agreement for Sale and Purchase with Collier Development
Corporation, now known as CDC Land Investments, Inc., for 7.51 acres under the Conservation
Collier Land Acquisition Program, at a cost not to exceed $403,150.
OBJECTIVE: Request approval and execution of the attached Agreement for Sale and Purchase
(Agreement) between the Board and Collier Development Corporation, now known as CDC Land
Investments, Inc. (Seller).
CONSIDERATIONS: On April 28, 2015, Agenda Item 11B, the Board directed staff to move forward
with the acquisition of 7.51 acres under the Conservation Collier Land Acquisition Program at a cost not
to exceed $403,150.
The Seller's acreage consists of 7.51 acres located on the east side of the Gordon River, just west of the
Naples Airport, directly adjacent to the existing Conservation Collier portion of the Gordon River
Greenway, and within the taxing and zoning boundaries of the City of Naples. In accordance with the
approved Conservation Collier Purchasing Policy, the 7.51 acres was offered as a good deal to the
Conservation Collier Program for the amount of $400,000 April 20, 2014. An independent State Certified
General Real Estate Appraiser appraised the 7.51 acres at $510,000. The Collier County Staff Real Estate
Appraiser confirms the estimated value for the 7.51 acres being equal or greater than the $510,000
dollars.
In addition, the Agreement provides for the County's joinder in Part IV of IRS Form 8283, Non Cash
Charitable Contributions. Part IV acknowledges receipt of the property and is required to be completed by
the County. Along with this document, CDC is requesting that an Acknowledgement of Contribution be
completed. IRS Form 8283 and the Acknowledgement of Contribution would be routed for the
Chairman's signature as part of the closing documents. IRS Form 8283 and the Acknowledgement of
Contribution are back -up to this item.
The attached Agreement provides that should the County elect not to close this transaction for any reason,
except for default by Seller, the County will pay Seller $2,000 in liquidated damages.
The Agreement has been reviewed and approved by the County Attorney's Office.
FISCAL IMPACT: As approved on April 28, 2015, Agenda Item 11 B, the total cost of acquisition will
not exceed $403,150 ($400,000 for the property, and approximately $3,150 for the title commitment, title
policy, and recording of documents). The funds will be withdrawn from the Conversation Collier
Acquisition Fund (172).
GROWTH MANAGEMENT IMPACT: Fee simple acquisition of conservation lands is consistent
with and supports Policy 1.3.1(e) in the Conservation and Coastal Management Element of the Collier
County Growth Management Plan.
LEGAL CONSIDERATIONS: The Conservation Collier Ordinance (Ordinance No. 2002 -63, as
amended) provides a legal framework for property acquisition for the Conservation Collier Program. The
process for acquiring this property falls within the legal framework of the Conservation Collier
Ordinance. Accordingly, this item is approved for form and legality and requires a majority vote for
Board approval. - JAB
RECOMMENDATION: That the Board of County Commissioners of Collier County, Florida:
Approves the attached Agreement and accepts the Warranty Deed once it has been received
and approved by the County Attorney's Office; and
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2. Authorizes the Chairman to execute the Agreement and any and all other County Attorney's
Office approved documents related to this purchase; and
3. Authorizes the County Manager or his designee to prepare related vouchers and Warrants for ,•-�
payment; and
4. Directs the County Manager or his designee to proceed to acquire the property, to follow all
appropriate closing procedures, to record the deed and any and all necessary documents to
obtain clear title to the property, and to take all reasonable steps necessary to ensure
performance under the Agreement; and
5. Approves any necessary budget amendments.
PREPARED BY: Cindy M. Erb, Senior Property Acquisition Specialist, Division of Facilities
Management, and Alexandra Sulecki, Principal Environmental Specialist, Division of Parks and
Recreation
Attachments: Agreement for Sale and Purchase
Project Design Report
IRS Form 8283
Acknowledgement of Contribution
110'\
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COLLIER COUNTY
Board of County Commissioners
Item Number: 16.16. D. 16. D. 3.
Item Summary: Recommendation to approve an Agreement for Sale and Purchase with
Collier Development Corporation, now known as CDC Land Investments, Inc., for 7.51 acres
under the Conservation Collier Land Acquisition Program, at a cost not to exceed $403,150.
Meeting Date: 10/13/2015
Prepared By
Name: BetancurNatali
Title: Operations Analyst, Public Services Department
9/3/2015 11:15:37 AM
Submitted by
Title: Environmental Specialist, Senior, Public Services Department
Name: HennigMelissa
9/3/2015 11:15:38 AM
Approved By
Name: HennigMelissa
Title: Environmental Specialist, Senior, Public Services Department
Date: 9/3/2015 11:50:03 AM
Name: WashburnIlonka
Title: Manager - Park Operations, Public Services Department
Date: 9/3/2015 12:08:06 PM
Name: WilliamsBarry
Title: Division Director - Parks & Recreation, Public Services Department
Date: 9/3/2015 1:08:59 PM
Name: MottToni
Title: Manager - Property Acquisition & Const M, Administrative Services Department
Date: 9/4/2015 3:11:20 PM
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Name: TownsendAmanda
Title: Division Director - Operations Support, Public Services Department
Date: 9/14/2015 10:58:33 AM
Name: BelpedioJennifer
Title: Assistant County Attorney, CAO General Services
Date: 9/16/2015 9:43:17 AM
Name: CarnellSteve
Title: Department Head - Public Services, Public Services Department
Date: 9/22/2015 3:08:32 PM
Name: BelpedioJennifer
Title: Assistant County Attorney, CAO General Services
Date: 9/22/2015 4:15:55 PM
Name: KlatzkowJeff
Title: County Attorney,
Date: 9/23/2015 10:57:23 AM
Name: FinnEd
Title: Management/Budget Analyst, Senior, Office of Management & Budget
Date: 10/2/2015 11:00:01 AM
Name: Casa] angui daNi ck
Title: Deputy County Manager, County Managers Office
Date: 10/2/2015 11:08:15 AM
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CONSERVATION COLLIER
TAX CEENT'flf-'ATION NUMBER 20750080007
AGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT is made and entered into by and between COLLIER
DEVELOPMENT CORPORATION, NOW KNOWN AS CDC LAND INVESTMENTS,
INC., a Florida Corporation, whose address is 2550 Goodlette Road North # 100,
Naples, FL 34103, (hereinafter referred to as "Seller"), and COLLIER COUNTY, a
political subdivision of the State of Florida, its successors and assigns, whose address
is 3335 Tamiami Trail East, Suite 101, Naples, FL 34112, (hereinafter referred to as
"Purchaser").
WITNESSETH
WHEREAS, Seller is the owner of that certain parcel of real property (hereinafter
referred to as "Property"), located in Collier County, State of Florida, and being more
particularly described in Exhibit "A", attached hereto and made a part hereof by
reference.
WHEREAS, Purchaser is desirous of purchasing the Property, subject to the conditions
and other agreements hereinafter set forth, and Seller is agreeable to such sale and to
such conditions and agreements,
NOW, THEREFORE, and for and in consideration of the premises and the respective
undertakings of the parties hereinafter set forth and the sum of Ten Dollars ($10.00), the
receipt and sufficiency of which is hereby acknowledged, it is agreed as follows:
AGREEMENT
1.01 In consideration of the purchase price and upon the terms and conditions
hereinafter set forth, Seller shall sell to Purchaser and Purchaser shall purchase
from Seller the Property, described in Exhibit "A".
11. PAYMENT OF PURCHASE PRICE
2.01 The purchase price (the "Purchase Price") for the Property shall be FOUR
HUNDRED THOUSAND AND 00/100 DOLLARS ($400,000.00) (U.S. Currency)
payable at time of closing.
Ill. CLOSING
3,01 The Closing (THE "CLOSING DATE", "DATE OF CLOSING", OR
"CLOSING") of the transaction shall be held on or before ninety (90) days following
execution of this Agreement by the Purchaser, unless extended by mutual written
agreement of the parties hereto. The execution of this Agreement shall occur
within ten (10) business days of acceptance by the Board of County
Commissioners (the "Effective Date"). In the event the Board of County
Commissioners has not accepted Agreement within 60 days following Seller's
execution of this Agreement, Seller may withdraw its offer to sell the Property. The
Manager of Real Property Management or designee is authorized to enter into
such mutual written agreement on behalf of the County for extensions of up to an
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CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER 207600600,07
additional sixty (60) days without further approval by the Board of County
Commissioners. The Closing shall be held at the Collier County Attorney's Office,
Administration Building, 3299 Tamiami Trail East, Suite 800, Naples, Florida. The
procedure to be followed by the parties in connection with the Closing shall be as
follows:
3.011 Seller shall convey title in accordance with Sections 4.011 and 4.012
herein, Marketable title shall be determined according to applicable title
standards adopted by the Florida Bar and in accordance with law. At the
Closing, the Seller shall cause to be delivered to the Purchaser the items
specified herein and the following documents and instruments duly executed
and acknowledged, in recordable form:
3.0111 Warranty Deed in favor of Purchaser conveying title to the
Property, free and clear of all liens and encumbrances other than;
(a) The lien for current taxes and assessments.
(b) Such other easements, restrictions or conditions of record.
3.0112 Combined Purchaser-Seller closing statement.
3.0113 A "Gap," Tax Proration, Owner's and Non-Foreign Affidavit," as
required by Section 1445 of the Internal Revenue Code and as reauired
by the title insurance underwriter in order to insure the "gap" issue
ssue
the policy contemplated by the title insurance commitment.
10114 A W-9 Form., "Request for Taxpayer Identification and
Certification" as required by the Internal Revenue Service.
3.012 At the Closing, the Purchaser, or its assignee, shall cause to be delivered to
the Seller the following.-
3.0121 A wire transfer or negotiable instrument in an amount equal to
the Purchase Price. No funds shall be disbursed to Seller until the Title
Company verifies that the state of the title to the Property has not
changed adversely since the date of the last endorsement to the
commitment, referenced in Section 4.011 thereto, and the Title Company
is irrevocably committed to pay the Purchase Price to Seller and to issue
the Owner's title policy to Purchaser in accordance with the commitment
immediately after the recording of the deed.
3.0122 Funds payable to the Seller representing the cash payment due
at Closing in accordance with Article III hereof, shall be subject to
adjustment for prorations as hereinafter set forth.
3.0123. Purchaser's joinder in Part IV of IRS Form 8283, Non Cash
Charitable Contributions.
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3,0124. Purchaser's written acknowledge of the COnUibud0n, which will
include the address of the Purchaser, the date of the contribution and B
description Of the Property.
3.D2 Each party shall be responsible for payment of its own attorney's fees. Seller,
at its sole cost and expense, shall pay atClosing all documentary stamp taxes due
relating to the recording of the Warranty [}eed, in accordance with Chapter 201.01.
Florida 8tatOteS, and the cost of recording any instruments necessary to clear
G8U8[`S UU8 to the Property. The cost Ofthe Owner's FOnn B Title PD|icy, issued
pursuant tDthe CornnnUnnent provided for in Section 4.011 be|ow, shall be paid by
Purchase/. The cost Df the title commitment shall also be paid byPurchaser.
3,03 Purchaser shall
pay for the cost Of
recording the Warranty [}88di
Real
Property taxes shall
be prorated based
on the current year's tax with
due
allowance made for
nnaxirnunO allowable
discouDt, homestead and any
other
applicable exemptions and paid by Seller.
If Closing Occurs 8t8 date which
the
Current year'SrniUag8
is not fixed, taxes will
be prorated based upon such
prior
year's millage.
|\( REQUIREMENTS AND CONDITIONS
4.01 Upon execution of this Agreement by both p8rb88 Or at such other time as
specified within this Artic|e. Purchaser and/Or 8eUer, as the case may b8. Sh@U
perform the following within the hrneS stated, which shall be conditions precedent
to the Closing;
4O11 Purchaser has obtained an ALTA Commitment for an Owner's Title
Insurance Policy A\LTA Form B'1870\ covering the Property, together with
hard copies 0f all exceptions shown thereon. The matters Of title disclosed in
Schedule B-2 of the Commitments have been approved by Purchaser.
Purchaser shall have thirty (30) d@y5, iOUOvving receipt of the title insurance
Connnn|Unent, to notify Seller inwriting of any objection to title other than liens
8vid�noing nDn�|4ry obligations, if any. which obligations shall be paid at
c1|osing. If the bd8 oornrn/irnent contains exceptions that make the title
unmarketable, Purchaser shall deliver 10 the SeUer written notice of its
intention to waive the applicable contingencies Or 1O terminate this
Agn8ernBOL
4,012 If Purchaser shall fail to advise the Seller in writing of any such
objections in Seller's title in the manner herein required by this Agreement, the
title shall be deemed acceptable. Upon notification of Purchaser's objection to
dde. Seller shall have thirty (30) days to remedy any defects in order to convey
good and marketable title, except for liens or monetary obligations which will
be satisfied at Closing. GeUer, at its sole expense, shall use its best efforts to
make such title good and marketable provided such best efforts do not result in
a cost to Seller in excess of $5,000 in the aggregate, In the event Seller is
unable to cure said objections within Said time period. Purohas8r, by providing
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ComoEovAnOwon�uEe
TAX IrDENTiFICAT!(��N
written notice to SeUervvithin seven (7>dayS after expiration of said thirty (30}
day pehOd, may accept title as it then i5, waiving any objection, or Purchaser
may terminate the Agreement. Afai|ure by Purchaser to gk/S such written
notice of termination within the time period provided herein shall be deemed an
election by Purchaser to accept the exceptions to title as 3hVvvn in the title
4.013 Seller agrees to furnish any existing surveys of the Property in Seller's
possession to Purchaser within 10 (ten) days of the effective date of this
AoreernenL shall have the option, at its own Sxpense, to obtain a
current survey of the Property prepared by a surveyor licensed by the State of
Florida. NO adjustments 1othe Purchase Price shall be made based upon any
ch3ncie to the total acreage referenced in Exhibit ''A." |f the survey provided
by Seller or Obtained by Purchaser, as Certified by a registered Florida
Surveyor. shows: /a\ an encroachment Dn1O the property; or (b) that an
irAp[oYennBnL located on the Property projects onto |3nd'S of others, or 'C) lack
Of legal access to @ pub|ic roadway, the Purchaser ShGU notify the Seller in
writing of such encroachment, projection, or lack of legal access, and Seller
shall have the option Ofcuring said encroachment orprojection, or obtaining
legal access to the Property from a public roadway, within sixty '60\ days Of
receipt of said written notice from Purchaser. Purchaser shall have sixty (OO)
days from the effective date of this Agreement to notify Seller of any such
objections- Should S8||er elect not to or be unable to remove the
encroachment, prcUeobon, or provide legal ao:enS to the property within said /~~�
sixty (60) day period. Purcha5er, by providing written notice to 8eU8[ within
seven (7) days after expiration of said sixty (GO) day period, may 3CCeot the
Property as it then is. r�aiving any objection to the encroachment, or projection,
or lack of legal aco8SS. or Purchaser may terminate the AgreSnnen1. A toi|una
by Purchaser to give Such written notice of termination vvi\hin the time period
provided herein shall be deemed an election by Purchaser to accept the
Property with the encroachment, Orprojection, or lack Of legal access.
V INSPECTION PERIOD
5,01 Purchaser shall have sixty (OO) days frOrn the date of this Agreement.
1 S�i} ��StS �nd �ngin9e/ing p:udies indicate that the Prop-.dx c8n be dBvS|oped
without any abnormal dSnnuCking. soil Shabi|iZitiQnorfoundations
2. There are no abnormal drainage or environmental requirements to the
deveioprnen1Df the Property.
�� The Property is in compliance with all epp|icab|e Stai1e and Federal
environmental }avvs and the Property is free frorn any pollution or
contamination,
4. The Property can be utilized for its intended use and purpose in the
Cnnservadon Collier program.
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502 If Purchaser is not satisfied, for any naasonvvhaiaoever. wit� 'he r��u|�� V�
ally inv�o�/g�hOn Purchaser �h�'| deliver to Seller prior to the expir�don of the
n ' hs intention to waive the applicable
Inspection p�ri�d. m«b��n nolk�� o1 � ru
contingencies or to terminate this Agreement. If Purchaser fails to notify
the Seller in writing Of its specific objections as provided herein within the Inspection Period,
it shall be deemed that
the Purchaser is satisfied with the rBS4|tS Of its
investigations and 'he contingencies od this Article V shall be deemed waived, In
the event Purchaser elects to terminate this Agreement because of the right of
inspecbon. Purchaser shall deliver to Seller copies of all engineering reports and
environmental and soil testing results commissioned by Purchaser with respect to
the Property.
5,03 Purchaser and its agents, ernp|ny8eS and servants ShaU. Ed their own risk and
expensS, have the right to go upon the Property for the purpose of surveying and
conducting site ana|yse6, soil bOriAgs and all other necessary investigation.
Purchaser shall, in performing such tests, use due care and shall indemnify Seller
on account of any loss or darnaQeS occasioned thereby and against any claim
rnade against Seller as a result oil Purchaser's entry. Seller shall be notified by
Purchaser no less than twenty-four (24) hours prior to said inspection of the
Property. Seller shall have the right to accompany Purchaser on any entry upon
the Property,
Vi INSPECTION
8,01 Seller acknovv{edges that the Purchaser, or its authorized agenta, shall have
the right to Inspect the Property S{ any time prior to the Closing,
VU. POSSESSION
7.01 Pu[ChagerahaU be entitled to full pOoG8GSion of the Property at Closing.
VUiPRORAT|{}NS
8�O1 Ad vak}rern taxes naxtduK� and payabkr, afte| cicaing On the Property, shall
be prorated at C|ooing based uoon the gross amount of 2014 bsx�a, and shall be
paid by Seller.
|X,
g01 |f Seller 5hoU have failed 10 p8rforrn any oil 'the covenants and/or agreements,
Coi rned by Seller, within ��n (1O) ��y� of
mriKSn notification of such fai|ure. Purchaser shall. at its option, and as i's sole
and excuSiwe necnedy. have the right bz either terminate this Agreement by giving
written notice of ternninadon to S8Uer, or the right to seek specific perfonnance of
this Agreement.
9.02 If the Purchaser has not terminated this Aona9nnent pursuant 10 any of the
Provisions authorizing such termination, and Purchaser fai|s to close the
transaction contemplated hereby or otherwise fails to per-form any of the terrn5.
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covenants and conditions of this Agreement as required on the part of PUrCh8Sg[
io be performed, provided Seller i- not in de(ault, then as Seller's sole remedy,
S--!.'er shall have the right to terminate and cancel this Agreement by giving written
notice thereof to PurChaser, whereupon percent of the purchase
price shall be paid tO Seller @S liquidated darnag8S which shall be Seller's sole and
exclusive reDledy, and neither party shall have any further liability or obligation to
the other except as set forth in paragraph 1201. . hereof.
The parties ooknOv/|edg8 and agree that Seller's actual damages in the event nf
Purchaser's default are uncertain in amount and difficult to ascertain, and that said
amount of liquidated damages was reasonably determined by mutual 8g[eenOBn1
between the parties, and said sum was no', intended to be a penalty in nature.
9.03 The parties acknowledge that the remedies described herein and in 'the other
provisions of this Agreement provide mutually satisfactory and sufficient remedies
to each of the parties, and take into account the peculiar risks and expBrSeS of
each of the parties.
X S.El JER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES
1 C',O 1 Seller ard Purchaser represent and warrant the following'.
10.011 Seller and Purchaser have full right and authority tOerlerinto 8nd to
exe--UteUl|SAgreement and to undertake 3-U actions and to perform all b3Shs
required of each hereunder, Seller is not presently the subject of pending. ~~~�
threatened or contemplated bankruptcy proceeding.
10.012 Seller has fu!i hght, pOvver, and authority to ovin and operate the
Proper-ty. and to execute, deliver, and perform its obligations under this
Agreement and the inStn/nnen\S executed in connection henavvhh, and t3
conSurnrnale the tre-1S8c1i0n contemplated hereby. All nec e s s -ary
authorizations and approvals have been obtained authorizing Seller and
Purchaser to execute and consummate the transaction contemplated hereby.
At C|osing, certified copies of such approvals shall be delivered to Purchaser
and/Vr�e||sC ifneCeanory,
10D13 The wan@n1io3 sEtfDrth in this paragraph shall be "rue QD the date of
thi8}\QrOennen1 and as of the date of Closing. Purchaser's acceptance of
deed to the said Property Sh@U not be doornod to be full performance and
diScharae of every sgraernsnt and ob|igahOn on the pa�0fthe GeUe,tO be
p�rfonnedpur8usnttotheproviaionsof this AgoserneDt
10.014 Seller r8presants that dhas no knowledge of any actions, nuhs, c|ainns,
prooeed!ng5, htig--adon o, investigations pending or threatened against Seller, at
|avv, equity or in arbitration oefor8 or by any federal, s1ale, municipal or other
govern nnenta| inEuruonan*aUty that relate to this agreement or any other
property that cou|d. if ContinUed, adversely affect Seller's ability t0 sell the
Property toPurchoaor according 10 the terms of this Agreement.
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1O.0115 No party or person other than Purchase[ has any right Or option tS
acquire the Property or any portion thereof.
10.016 Until the date fixed for Closing, nO long nS this Agreement remains in
force and effect, Seller Sh8U not encumber or convey any portion of the
Properly or any rights therein, n0[ enter into any agreements granting any
person or entity any rights with respect to the Property or any part thereof,
without first obtaining the written consent Df Purchaser bJ Such Conxeyance,
enournbranoe, or agreement which consent may be withheld by Purchaser for
any reason whatsoever,
10.017 Seller represents that tV Seller's knowledge there are no incinerators,
septic tanks or cesspools on the Pn3pertv� all waste, if any, is discharged into a
public sanitary 3evoer system; Seller represents that they have /it h@S\ no
knowledge that any pollutants are 0[ have been discharged horOthe Property,
din8CUv or indirectly into any body of water. To Seller knowledge, the Property
has not been used for the production, hand|iOg. storage, 1rgnSportation,
manufacture or disposal of hazardous or toxic substances or wastes, as such
terms are defined in applicable |Svvn and regu|oUonS, or any other activity that
would have toxic reSU!ts, and no such hazardous or toxic substances are
currently used in connection with the operation of the Property. and there i8 no
proceeding or inquiry by any authority with respect thereto. Seller represents
that they have (it has) no knovV|Sdge that there is ground water contamination
~—� on the Property or po1end2| OfgrOund water contamination frorn neighboring
proper-ieo, TV Seller knowledge, no storage tanks for gasoline or any other
Substances are o,, were located On the Property at any time during or prior to
Seller's ownership thereof, TO Seller's knovv|edgo, none of the Property has
been used -as a sanitary landfill.
10.018 Seller has no knowledge that the Property and SeUers operations
concerning the Propedy are in vio|odon of any applicable Federal, State or
local statute. |avv or regu|ahon, or of any notice from any governmental body
has been served upon Seller claiming any viD|3hOn of any law, ordinaDce. code
or rogu|ah0n Jr requiring or calling attennhon to the need for any work, repairS,
construC1inn, a|terabonS or installation on or in conns{xion with the Property in
order t0 Dornpk/ with any |avvs, ordinances, codes or regulation with vvhich
Seller has not con-iplied,
10,019 TO 6eUe/u knuw|edge, there are no unrecorded reS1hC!ions 8osernents
or rights of way (cdh�r1h�n existing zoning regulations) that restrict oru�B�
rights vv t
the use Of the Property, and therm are no rnain(enencs, oOnStrUc:|on,
advertising. management, leasing, employment, service or other contracts
eMeo<ina the Property
10,020 Seller hasno knowledge that there are any suitS. actions orarbitration,
bond issuances or proposals there[or, proposals for public innprnvenlent
assessrnents, pay-back ag,eernenba, paving agreennerts, rood expansion or
in-,,provement agreemen*s, utility moratoriums, use moratoriums, improvement
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moratoriums, adminis,rative or other proceedings or governmental
investigations or requirements, formal or informal_ existing or pending or
threatened which affects the Property or which adversely affects Seller's ability
to perform hereunder.
1021 Seller acknowledges and agrees that Purchaser is entering into this
Agreement based upon Seller's representations stated above and on the
understanding that Seller will not cause the zoning or physical condition of the
Property to change from its existing state on the effective date of this
Agreement up to and including the Date of Closing. Therefore, Seller agrees
not to enter into any contracts or agreements peraining to or affecting the
Property and not to do any act or omit to perform any act which would change
the Zoning or physical condition of the Property or the governmental
ordinances or laws governing same. Seiler also agrees to notify Purchaser
promptly of any change in the facts contained in the foregoing representations
and of any notice or proposed change in the zoning, or any other action or
notice, that may be proposed or promulgated by any third parties or any
governmental authorities having jurisdiction of the development of the property
which may restrict or change any other condition of the Property.
10.022 At the Closing, Seller shall deliver to Purchaser a statement
(hereinafter called the "Closing Representative Statement ") reasserting, to the
extent such representations remain true and correct, the foregoing
representations as of the Date of Closing, which provisions shall survive the n
Closing for a t ericd Cf six '5" and then terminate.
`i0.023 Stiller represents, warrants and agrees to indemnify, reimburse, defend
and hold Purchaser harmless from any and all costs (including attorney's fees)
asserted against, imposed on or incurred by Purchaser, directly or indirectly,
with respect to the Property and caused by Seller n violation of the application
of any federal, state, Iccal or common law relating to pollution or protection of
the environment vdhich snail be in accordance vlith. but not limited to, the
Comprehensive Environmental Response, Compensation, and Liability Act of
1980, 42 U.S.C. Section 9601, et seq., ( "CERCLA" or "Superlund "), which was
amended and upgraded by the Superfund Amendr;nent and Reauthorization
Act of 1956 ( "SARA"), including any arnendments or successor in function to
these acts. This provision and the rights of Purchaser, hereunder, shall
survive Closing and are not deemed satisfied by conveyance of title.
10.024 Any loss and /or damage to the Property between the date of this
Agreement and the date of Closing shall be Seiler's sole risk and expense.
Xl NOTICE:S
11.01 Any notice, request, demand, instruction or other comi-nunication to be
given to either =a -y hereunder shall he in writing, Sent by faCsrml e ,vith
automated confirmation of receipt, or by registered, or certified mail, return receipt
requested, postage prepaid.. addressed as follows:
n
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oD'*ssavAnOwco'_ucn
|fhJ Pur�h���r Alexandra SU|eCKi (��DrdinD�O' b|�n program
Collier Acquisition
CoU/erCounty Park &Recreation Department
150OO Livingston Road
M3p|es, FL 34109
Telephone nun0be[239-25Z'2BO1
Fax number-. 239-252-6713
With a copy to: Cindy M. Erb, SR/VVA, Senior Property Acquisition Specialist
Collier County Real Property Management
3335 T8nni8nni Trail East, Suite 101
Naples. Florida 34112
Telephone OUnOber� 239'252'8991
Fax number: 239-252-8876
|fb}Seller: Patrick L. Utter
CDC Land Investments. Inc.
2550 GODd|ette Road North #1O0
Naples, FL 34103
Te|ephonenunnbac 239'434-4015
Fax number: 239-263-4437
11.02 The addressees and numbers for the purpose of this Article may be
changed by either party bygiving written notice of such change \Othe other party
in the nnanner provided herein, For the purpose of changing such addresses or
addressees on|y, unless and Und| sUCh vvntten notice is received, the last
addressee and respe-,bve address stated herein shall bedee-nnedtocontinue in
effect for all purposes.
0i REAL. ESTATE BROKERS
12.011 Any and all brokerage cornnni3SiOnS or fees shall be the sole responsibility'
of the 8oUe/. Seller shall indemnify Purchaser and hold Purchaser harmless from
and against any claim orUabi|iLv for commission Orfeesto any broker or any other
person orparly c|aiming 10 have beer engaged by CeUeraS a real estate broker,
s@|eSrnaD or representative, in 'connection vvith this Agreement, Seller agrees 1O
pay any and all cPrnnliSsionS or fees at Closing pursuant t0 'the terms of separate
aQreernent`ifany.
XUi
13.01 This Aopeernent may be executed 'n any manner of oOunteqpat-tS vvhiCh
together shall constitute the agreennentof the parties.
1302Th|sAgnsernen1 and the terms and provisions hereof shall be effective as of
h� bonefi� the date this A5rceneniisexecuted byboth p��eo and sanureot
'—`�
of and be binding upon 'the parties hereto and their respective heins. executors,
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o�ma���xrcwco�J ;Fn
r�x1osnn����roxmumoLx.znroouummr
personal naprB3entahv8s, successors, successor trVS\e8. and assignees
ohenever tile context so requires oradmits.
1� D Any -,is Aono8n8nt shall not bind any of the parties hereof
� amendment to t
unless such amendment /S in writing and executed and dated by Purchaser and
ha be Upon Purchaser and
Seller. Any arnendrnanttO this Agpe8nnen t S U m
Seller as soon asit has been executed by both parties,
1304 Captions and section headings contained in this Agreement are for
convenience and reference only-, in no way do they define, deSCribe, extend or
limit the scope or intent of this Agreement or any provisions hereof.
13,05 All terms and words Used in this Agreement, regardless of the number and
gander in which used, shaU be deemed to include any other gender or number GS
the context or the use thereof may require.
13.05 No waiver Ofany provision of this Agreement shall be effective unless it is in
mribng signed by the party aQainotvvhorn it is asse,rted' and any waiver of any
provision of this Agreement shall be applicable only to the specific instance to
which it is related and shall nOt be deemed to be a continuing -or future waiver as
in such provision or a waiver ao to any other provision.
1M7 If any dote specified in this Agreement falls on a S@tVnd8y. Sunday or 'legal
ho|iday, then the -'ate tovvhioh such Reference i's made shall be extended to the �~~�
next succeeding business day
13.08 S-eUer is aworoOfand inders1andSth@t the ^of,ei^ h3 purctlase popresente-d
by this Aoreernen| is subject to acceptance and appn}v8| by the Board of County
CDrnrnissioners of C�!her L�ount/. F|Drida. This Agreement is SVbje:t to fund
availability and iutur8 8ppropha�LiDn. Should the finds not be available o[ah|e10
be used prior to closing thu Purchaser or Seller may immediately terminate this
ag,eernent without any payment of any kind tDSeller.
13 09 If the Seller holds the Property in the_ fonn of e partnerahip. |irni!ed
PartnerShil-. oorpOrahon 'rust orany form Ofnsposs;�niotiva Capacity whatsoever
for others, Seller shall nDske a vvritten pubUCdiScl0sur8. -according t0(Chapte[Z86.
Florida Statut8s, under oath, of the name and address of every person having 8
beneficial intarast in the Pro[)erY before Prope�y h�|d in such capacity is
conveyed to Co||ier Counly. (|f the corporation /s regishared with the Federal
Securities Exohange Commission orreQiu�ered pursuan\to Chapter 517. Florida
Statutes, whose stuck is for sale to 'the general p�ib|io, it is hereby exempt from the
provisions of Chapter 2G16. Florida Statutes )
13.10 This Aoreernent is governed and construed in accordance with the |amo of
the State of F|orida-
X|V, ENTIRE AGREEMENT
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Cott SCIP,VATIGN 301 'ER
AX CENTIF �-1 7
!�)N NIJMSE��
14,011 This Agreement and the exhibits attached hereto contain the entire
agreement between the parties, and no promise, re presentation, 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 Purchaser and Seller. Time is of the essence of this Agreement.
IN WITNESS WHEREOF, the parties hereto have signed below-
DATE ACQUISITION APPROVED BY BCC,
AS TO COUNTY:
DATED.
ATTEST:
DWIGHT E. BROCK, Clerk
, Deputy Clerk
ApprGvG'c, < =s to tor-11 and
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
M.
j�rt -,ifer A P,, pc-6o, Assistan: C'oun!v ikltomell ti
AS TO SELLER:
DATED:
IV',./ I T N E S S E7 S:
F
- r , nted N ar! e
41-14 i(if x.� e-
,Pnntecl Name)
TIM NANCE, Chairman
COLLIER DEVELOPMENT
CORPORATION NOW KNOWN
AS CDC LAND INVESTMENTS,
INC., a Florida Corporation
BY:
PATRICK L. UTTER, VICE PRESIDENT
Packet Page -968-
CONISERVr�,TiON COLL R
TAX
EXHIBIT "1r"
LEGAL DESCRIPTION:
10/13/2015 16.D.3.
THE NORTHEAST QUARTER OF SOUTHEAST QUARTER (SE "14) OF
SOUTHEAST QUARTER (.SE_ ',,'4) OF SECTION 34, TOWNSHIP 49 SOUTH, RANGE
25 EAST, COLLIER COUNTY, FLORIDA. (7,51 ACRES)
PROPERTY IDENTIFICATION NUMBER: 20760080007
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10/13/2015 16.D.3.
Conservation Collier Land Acquisition Program
Project Design Report
Date: October 13, 2015
Property Owner: CDC Land Investments, Inc.
Folio(s): 20760080007
Location: Un- platted Lands 34 49 25 NEI /4 of SEl /4 of SEI /4.
Size: 7.51 acres
Collier County Appraiser Value: $458,500
History of Project:
Purpose of Proiect: Environmental Conservation — Conservation Collier Program
Project Selected for the "A"
AAL most recently
Good Deal offer -
Approval to acquire
category, #1 priority, on the
approved by BCC
Recommendation by
from BCC
Active Acquisition List
CCLAAC
AAL by CCLAAC
12/13/10
1/25/11
10/13/14
4/28/15
I
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History: This parcel was first nominated for Conservation Collier in March 2009 as part
of Cycle 7. Cycle 7 was suspended by the Board on 6/23/09 while program financial
projections were occurring. The proposal was re- submitted in 2010 as part of Cycle 8. In
March 2010, the Naples City Council discussed the potential acquisition at a public
meeting and approved. On January 25, 2011 (Agenda Item 10B) the Board directed staff to
cease purchasing properties for the Conservation Collier Land Acquisition Program unless "a
very good deal" comes forward. At that time, the CDC parcel was also placed on the Active
Acquisition List as an "A" category property, indicating interest in acquisition. Subsequently, in
2014, the owners made an offer of a "good deal acquisition" for $400,000. The parcel was
appraised in May 2014 by an independent competitively selected appraiser at $510,000. The
Collier County Appraiser lists its current tax assessed value at $458,500. A Phase 1
Environmental Site Audit was done by Forge Engineering in July 2015, with no issues noted.
Program Qualifications: The CDC parcel is located directly adjacent on the south end
to the Conservation Collier —owned portion of the Gordon Rover Greenway Park. When
it was evaluated as part of Cycle 8 in 2010 for the Conservation Collier Program, it was
found to meet 5 of the 6 Initial Screening Criteria including presence of native plant
communities /listed species, opportunities for human social values, listed species habitat,
water resource protection values, and protection of current conservation lands.
Native plant communities include 3.5 acres of Mangrove Swamps and 4.01 acres of Pine -
Mesic Oak. Within the overall vegetative cover, the parcel contains approximately 35-
40% invasive exotic plant species, mostly located along the outer edges and along the
mangrove edge. The Florida Natural Areas Inventory (FNAI) identifies this parcel as a
category 6 Priority Habitat in a ranked system of 1 -6 with l being the highest priority for
conservation. The Florida Fish and Wildlife Conservation Commission (FWC) has
identified the mangrove portion of the parcel — 3 acres — as a strategic habitat. Potential
listed species include wading birds, manatee and crocodiles.
The parcel buffers and protects the Gordon River from adjacent urbanized uplands and
provides wetland habitat for many native species. The entire parcel is within a flood
hazard zone and will help attenuate flood waters from nearby developed properties. The
northern 1/3 of the parcel is within a well field protection zone (20 year zone).
Human social values are served by adding the parcel to the Gordon River Greenway
Park. The parcel can be seen by visitors accessing the southern end of the Park. It could
provide additional space for future amenities but, if not developed, will still provide
conservation values as strategic greenspace and buffer for the Park.
Zoning, Growth Management and Land Use Overlays: The parcel is entirely within
an overlay boundary established by Exhibits A -E of the City of Naples Municipal
Ordinance, Division 4, Airport Overlay District, with special reference to Sections 58-
1073(a and (b), 58- 1074(a) and 58 -1075. Its zoning classification is one single family
residential unit per each 7,500 square feet on upland portions. An owner- provided plan
shows a potential for 17 home sites. The parcel's location within lands identified in
Exhibits A through E within the Airport Overlay District means that no structures may be
2
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built without Federal Airport Authority (FAA) review and written determination of the
proposal's effect on navigable airspace, no development proposal will be approved
without first receiving comments from the executive director of the city airport authority
and airport land use restrictions may apply regarding lighting and structure height. It is
partially within an established County overlay for well field protection — ST -W4. Well
field protection zones have been used to regulate land use and to limit activities that
could adversely affect the ambient quality of ground water. These regulations may limit
how the site can be developed. The Naples Airport Authority expressed approval of the
proposed conservation acquisition by letter dated 10/22/10.
Projected Management Activities: Projected management activities include removing
exotic plants and any debris and maintaining the parcel in a clean, aesthetically pleasing
manner. No improvements beyond a sign are contemplated at this time.
3
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Form
82$3 Noncash Charitable Contributions
(Rev. December 2014) ► Attach to your tax return if you claimed a total deduction
Department of the Treasury of over $500 for all contributed property.
Internal Revenue Service ► Information about Form 8283 and its separate instructions is at www.irs.
Name(s) shown on your income tax return
DC Land Investments. Inc.
10/13/2015 16.D.3.
OMB No. 1545 -0908
Attachment
Sequence No. 155
Identifying number
Note. Figure the amount of your contribution aeauctlon oetore completing tnls Corm. See your tax return Instructions.
Section A. Donated Property of $5,000 or Less and Publicly Traded Securities —List in this section only items (or
groups of similar items) for which you claimed a deduction of $5,000 or less. Also list publicly traded
securities even if the deduction is more than $5,000 (see instructions).
.. Information on Donated Prooerty —If you need more sDace. attach a statement.
(a) Name and address of the
1 donee organization
(b) If donated property is a vehicle (see instructions),
check the box Also enter the vehicle identification
.
number (unless Form 1098 -C is attached).
(c) Description of donated property
(For a vehicle, enter the year, make, model, and
mileage. For securities, enter the company name and
the number of shares.)
A
(g) Donor's cost
or adjusted basis
�
(i) Method used to determine
the fair market value
A
B
El
C
❑
B
D
El
E
El
Note. IT tine amount you cialmea as a aeauctlon Tor an Item IS zbSUU or less, you co not nave io compl6ie columns te), ti), ano tq).
�.5,�..,;
M %
(d) Date of the
contribution
(e) Date acquired
by donor (mo., yr.)
(f) How acquired
by donor
(g) Donor's cost
or adjusted basis
(h) Fair market value
(see instructions)
(i) Method used to determine
the fair market value
A
B
C
D
E
'Me Partial
Interests and Restricted Use ProDerty— ComDlete
lines 2a throuah 2e if you nave less than an
entire interest in a property listed in Part I. Complete lines 3a through 3c if conditions were placed on a
contribution listed in Part I; also attach the required statement (see instructions).
2a Enter the letter from Part I that identifies the property for which you gave less than an entire interest ►
If Part II applies to more than one property, attach a separate statement.
b Total amount claimed as a deduction for the property listed in Part 1: (1) For this tax year ►
(2) For any prior tax years ►
c Name and address of each organization to which any such contribution was made in a prior year (complete only if different
from the donee organization above):
Name of charitable organization (donee)
Address (number, street, and room or suite no.)
City or town, state, and ZIP code
d For tangible property, enter the place where the property is located or kept ►
e Name of any person, other than the donee organization, having actual possession of the property ►
3a Is there a restriction, either temporary or permanent, on the donee's right to use or dispose of the donated Yes No
property? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
b Did you give to anyone (other than the donee organization or another organization participating with the donee x
organization in cooperative fundraising) the right to the income from the donated property or to the possession of
the property, including the right to vote donated securities, to acquire the property by purchase or otherwise, or to g
For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 62299,1 Form 8283 (Rev. 12 -2014)
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10/13/2015 16.D.3.
Form 8283 (Rev. 12 -2014) Page 2
Name(s) shown on your income tax return Identifying number
GDC Land Investments Inc 59- 0581693
section B. Donated Property Over $5,000 (Except Publicly Traded Securities) — Complete this section for one item (or one group of
similar items) for which you claimed a deduction of more than $5,000 per item or group (except contributions of publicly
traded securities reported in Section A). Provide a separate form for each property donated unless it is part of a group of
similar items. An appraisal is generally required for property listed in Section B. See instructions.
KIP Mit Information on Donated Property —To be completed by the taxpayer and /or the appraiser.
4 Check the box that describes the type of property donated:
a ❑ Art' (contribution of $20,000 or more) d ❑ Art" (contribution of less than $20,000) g ❑ Collectibles— j ❑ Other
b ❑ Qualified Conservation Contribution a ❑✓ Other Real Estate h ❑ Intellectual Property
c ❑ Equipment f ❑ Securities i ❑ Vehicles
'Art includes paintings, sculptures, watercolors, prints, drawings, ceramics, antiques, decorative arts, textiles, carpets, silver, rare manuscripts, historical memorabilia, and
other similar objects.
"Collectibles include coins, stamps, books, gems, jewelry, sports memorabilia, dolls, etc., but not art as defined above.
Note. In certain cases, you must attach a qualified appraisal of the property. See instructions.
5
(a) Description of donated property (if you need
more space, attach a separate statement)
(b) If tangible property was donated, give a brief summary of the overall
physical condition of the property at the time of the gift
(c) Appraised fair
market value
A
7.5 acres of land See attached statement
B
C
D
- aj,,
(d) Date acquired
by donor (mo., yr.)
(e) How acquired by donor
(f) Donor's cost or
adjusted basis
(g) For bargain sales, enter
amount received
See instructions
(h) Amount ucti ned as a
(i) Date of contribution
A
B
C
D
WMMTM
Taxpayer (Donor) Statement —List each item included
in Part I above that the appraisal identifies as having
a value of $500 or less. See instructions.
I declare that the following item(s) included in Part I above has to the best of my knowledge and belief an appraised value of not more than $500
(per item). Enter identifying letter from Part I and describe the specific item. See instructions. ►
Signature of taxpayer (donor) ► Date ►
FMIM Declaration of Appraiser
I declare that I am not the donor, the donee, a party to the transaction in which the donor acquired the property, employed by, or related to any of the foregoing persons, or
married to any person who is related to any of the foregoing persons. And, if regularly used by the donor, donee, or party to the transaction, I performed the majority of my
appraisals during my tax year for other persons.
Also, I declare that I perform appraisals on a regular basis; and that because of my qualifications as described in the appraisal, I am qualified to make appraisals of the type of property being
valued. I certify that the appraisal fees were not based on a percentage of the appraised property value. Furthermore, I understand that a false or fraudulent overstatement of the property
value as described in the qualified appraisal or this Form 8283 may subject me to the penalty under section 6701(a) (aiding and abetting the understatement of tax liability). In addition, I
understand that I may be subject to a penalty under section 6695A if I know, or reasonably should know, that my appraisal is to be used in connection with a return or claim for refund and a
substantial or gross valuation misstatement results from my appraisal. I affirm that I have not been barred from presenting evidence or testimony by the Office of Professional Responsibility.
Sign
Here Signature ► Title ► Date ►
Business address (including room or suite no.)
City or town, state, and ZIP code
icermrymg number
FUMM Donee Acknowledgment —To be completed by the charitable organization.
This charitable organization acknowledges that it is a qualified organization under section 170(c) and that it received the donated property as described
in Section B, Part I, above on the following date Do-
Furthermore, this organization affirms that in the event it sells, exchanges, or otherwise disposes of the property described in Section B, Part I (or any
portion thereof) within 3 years after the date of receipt, it will file Form 8282, Donee Information Return, with the IRS and give the donor a copy of that
form. This acknowledgment does not represent agreement with the claimed fair market value.
Doesthe
Name of c
11\
janization intend to use the property for an unrelated use?
organization
► ❑ Yes ❑ No
Employer identification number
Address (number, street, and room or suite no.) I City or town, state, and GIN code
Title
Packet Page -974- Form 8283 (Rev. 12 -2014)
CONSERVATION COLLIER
PROPERTY IDENTIFICATION NUMBER: 20760080007
10/13/2015 16.D.3.
ll�
EXHIBIT "A"
LEGAL DESCRIPTION:
THE NORTHEAST QUARTER (NE' /) OF SOUTHEAST QUARTER (SE Y4) OF
SOUTHEAST QUARTER (SE %) OF SECTION 34, TOWNSHIP 49 SOUTH, RANGE
25 EAST, COLLIER COUNTY, FLORIDA. (7.5 ACRES)
PROPERTY IDENTIFICATION NUMBER: 20760080007
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ACKNOWLEDGMENT OF CONTRIBUTION
Collier County, Florida, (the "County "), whose address is
, acknowledges that on the day of , 201_,
CDC Land Investments, Inc., a Florida corporation, made a contribution to the County, as donee,
of the property described on Exhibit A attached hereto. The County did not provide any goods
or services, beyond the discounted purchase price, to the donor in consideration for the property
transferred.
ATTEST: COLLIER COUNTY
DWIGHT E. BROCK, CLERK
, DEPUTY CLERK TIM NANCE, CHAIRMAN
Approved for form and legality:
Jennifer A. Belpedio C7
Assistant County Attorney ��
A��
LEGAL124032324 \1
Date:
Packet Page -976-
CONSERVATION COLLIER
PROPERTY IDENTIFICATION NUMBER: 20760080007
EXHIBIT "A►"
LEGAL DESCRIPTION:
10/13/2015 16.D.3.
THE NORTHEAST QUARTER (NE 114) OF SOUTHEAST QUARTER (SE Y,) OF
SOUTHEAST QUARTER (SE 1/4) OF SECTION 34, TOWNSHIP 49 SOUTH, RANGE
25 EAST, COLLIER COUNTY, FLORIDA. (7.5 ACRES)
PROPERTY IDENTIFICATION NUMBER: 20760080007
0
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