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Agenda 02/27/2018 Item #16D 202/27/2018 EXECUTIVE SUMMARY Recommendation to approve an Agreement for Sale and Purchase with Orlando V. Bueno and Claudio A. Costa, for 2.73 acres under the Conservation Collier Land Acquisition Program at a cost not to exceed $35,400. OBJECTIVE: To purchase a 2.73-acre parcel within the Winchester Head Multi-Parcel Project from Orlando V. Bueno and Claudio A. Costa (Sellers). CONSIDERATIONS: On January 25, 2005, Agenda Item 10D, the Board approved a Conservation Collier Land Acquisition Advisory Committee (CCLAAC) recommended Cycle II - Active Acquisition List, (AAL) with changes, and directed staff to actively pursue acquisition of the properties under the Conservation Collier Program. A multi-parcel project included on the Cycle II - AAL was a portion of Unit 65 in Golden Gate Estates (Winchester Head Multi-parcel Project). Staff has actively pursued acquiring parcels within Unit 65. However, on September 13, 2005, Agenda Item 16 A 34, the Board accepted CCLAAC’s recommendation to, due to rising property costs, discontinue buying properties for the Winchester Head Multi-parcel Project for 90 days. On February 14, 2006, Agenda Item 10A, the Board approved placing the Winchester Head Multi-parcel Project on the “B” list of the Cycle III - AAL, and on January 23, 2007, Agenda Item 10A, the Board approved the Cycle IV - AAL, once again placing the Multi-parcel Project on the “B” list. On May 22, 2007, Agenda Item 10F, the Board a pproved activating the Winchester Head Multi-parcel Project, with conditions, and it was placed on the “A” list on the current AAL. On January 29, 2008, Agenda Item 10F, the Board accepted CCLAAC’s recommended AAL reactivating and placing the Project on the “A” list. On January 25, 2011, Agenda Item 10B, the Board accepted CCLAAC’s recommended Cycle 8 AAL, placing the Project on the “A” list. On December 13, 2016, the Board reauthorized the Conservation Collier Land Acquisition program. On August 14, 2017, the CCLAAC recommended staff to make offers to interested property owners within the Project. The Winchester Head Multi-parcel Project consists of 115 parcels and a total of 158.67 acres. To date, Conservation Collier has acquired 46 parcels for a total of 64.19 acres, and the Collier Soil and Water Conservation District has acquired 2 parcels totaling 2.28 acres. One important reason for the selection of Winchester Head as a conservation target is that this area functions to provide floodplain stora ge for surrounding home sites during high rainy season. These types of depressional storage areas were included in the water management models for the Golden Gate canal system done by the Big Cypress Basin, South Florida Water Management District and are a component of flood control for the area. Winchester Head has also been targeted for future watershed improvement projects (North Golden Gate Flowway Restoration Project, TDR Program, and Mitigation Program) in the County’s Watershed Management Plan. Additional program criteria that would be satisfied by this donation include protection of surface and ground water resources, protection of wetland dependent species habitat, and good potential for restoration. Staff contracted with two independent, state-certified, general real estate appraisal firms to appraise all parcels within the Project. The appraisers based their analyses on comparable sales from wetland, not upland parcels, preferably within the Project boundaries. The appraisals dated July 2017 provided an averaged appraised value for parcels within the Project at $12,500 an acre. On October 9, 2017, the CCLAAC recommended extending offers to owners who sent in applications in the Project. The cost to obtain new appraisals was $4,900. The Sellers’ property contains a total of 2.73 acres and is located within the Winchester Head Multi - parcel Project. The land cost for the 2.73-acre parcel is $34,125. The Property Appraiser’s 2017 16.D.2 Packet Pg. 899 02/27/2018 Preliminary Tax Roll assessed value for this property is $18,532. The attached Agreement provides that should the County elect not to close this transaction for any reason, except for default by the Sellers, the County will pay the Sellers $170.63 in liquidated damages. The CCLAAC approved this transaction on January 8, 2017 and voted to recommend Board approval and execution of the attached Agreement. Pursuant to Ordinance 2007-65, Section 13(8), a Project Design Report for the property is provided herewith. FISCAL IMPACT: The total cost of acquisition will not exceed $35,400 ($34,125 for the property and approximately $1,275 for the title commitment, title policy, and recording of documents). The funds will be withdrawn from Conservation Collier Acquisition Trust Fund (172). As of January 8, 2018, property costs for Conservation Collier properties, including this property and those under contract, total $104,363,792. Estimated costs of maintenance in perpetuity have been considered by the CCLAAC and have been incorporated into the Conservation Collier Long Term Financial Management Plan. As you allow 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: This item has been approved for form and legality and requires majority vote for approval. - JAB RECOMMENDATION: That the Board of County Commissioners: 1) Approves the attached Agreement and accepts the Warranty Deed once it has been received and approved by the County Attorney’s Office; 2) Authorizes the Chairman to execute the Agreement and any and all other County Attorney’s Office approved documents related to this transaction; 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 this parcel, to follow all appropriate closing procedures, to record the deed and any and all necessary document s to obtain clear title to this parcel, and to take all reasonable steps necessary to ensure performance under the Agreement. PREPARED BY: Cindy M. Erb, SR/WA, Senior Property Acquisition Specialist, Division of Facilities Management ATTACHMENT(S) 1. Signed Agreement 12-13-2017 (PDF) 2. Bueno-Costa PDR_ WH (DOCX) 16.D.2 Packet Pg. 900 02/27/2018 COLLIER COUNTY Board of County Commissioners Item Number: 16.D.2 Doc ID: 4501 Item Summary: Recommendation to approve an Agreement for Sale and Purchase with Orlando V. Bueno and Claudio A. Costa, for 2.73 acres under the Conservation Collier Land Acquisition Program at a cost not to exceed $35,400. Meeting Date: 02/27/2018 Prepared by: Title: Property Acquisition Specialist, Senior – Facilities Management Name: Cindy Erb 01/09/2018 4:06 PM Submitted by: Title: Division Director - Facilities Mgmt – Facilities Management Name: Dennis Linguidi 01/09/2018 4:06 PM Approved By: Review: Parks & Recreation Alexandra Sulecki Additional Reviewer Completed 01/09/2018 4:13 PM Facilities Management Toni Mott Additional Reviewer Completed 01/10/2018 8:33 AM Parks & Recreation Barry Williams Additional Reviewer Completed 01/10/2018 10:19 AM Facilities Management Dennis Linguidi Additional Reviewer Completed 01/12/2018 10:26 AM Solid and Hazardous Waste Dan Rodriguez Additional Reviewer Completed 01/12/2018 4:42 PM Parks & Recreation Jeanine McPherson Additional Reviewer Completed 01/23/2018 5:07 PM County Attorney's Office Jennifer Belpedio Level 2 Attorney of Record Review Completed 01/25/2018 8:19 AM County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 01/25/2018 8:31 AM Office of Management and Budget Valerie Fleming Level 3 OMB Gatekeeper Review Completed 01/30/2018 1:31 PM Budget and Management Office Ed Finn Additional Reviewer Completed 01/31/2018 12:13 PM Board of County Commissioners MaryJo Brock Meeting Pending 02/27/2018 9:00 AM County Manager's Office Leo E. Ochs Level 4 County Manager Review Completed 02/20/2018 1:35 PM 16.D.2 Packet Pg. 901 CONSERVAT10N COLLIER TAX 10こ NTIFiCAT10N NUMBER:39957760008 AGREEMENT FOR SALE AND PURCHASE THiS AGREEMENT is made and entered into by and bemeen oRLANDO V.BUENO AND CLAUD:OA.COSTA,whose address is 501 SW l●Street#507.Miami,FL 33130,(hereinafter referred to as "se!ler"), and cOLLIER COUNTY, a poilica! subdivision of the State of Florida,its successors and assigns,whose address is 3335 Tamiami Tra∥ East, Suite 101, Naples, FL 34112.(hereinafter reFerred to as "Purchaser") W:TNESSETH WHEREAS, Seiler is the owner of that certain parcel of real property(hereinafter referred to as"Property''),|。Cated in Co∥ier County, State of Flo『ida,and being more particu!arly described in Exhibit ''A", attached hereto and made a part hereof by reference WHEREAS,Purchaseris des:rous of purchasing the PrOperty,sublect to the condltions and other agreements hereinafter set forth.and Se∥eris agreeable to such saie and to such conditions and agreements NOVV.丁 HEREFORE,and fo「and in consideration of the premises and the respec,ve undertakings of the parties hereinafter set forth and the sum of Ten Do∥ars(S1000), the receipt and suttciency of which is hereby acknowiedged,itis agreed as fO∥Ows: : AGREEMENT 1 01 in consideration of the purchase price and upOn the terms and cOnditions hereinafter set forth,Se∥er sha∥se∥tO Purchaser and Purchaser sha∥purchase from se∥erthe Property,descrlbed in Exhibl''A" ∥ PAYMENT OF PURCHASE PRiCE 置11鶏「だ∫器r忠 :驚 :y:]∫ 為i軍出縄『指:お幣棚|:¶朧 at time of ciOsing ll: CLOS:NG 3 01 The C!osing (THE "CLOSING DATE", "DATE OF CLOSING“, OR"CLOSING")of the transactiOn sha∥be (120)dayS fo∥owing executiOn of tr 湘I糊昴孵聯蹴T棚柵悧面躍60 days withOut further approva! by ti1 16.D.2.a Packet Pg. 902 Attachment: Signed Agreement 12-13-2017 (4501 : Conservation Collier - Bueno/Costa) CONSERVATION COLLIER TAX IDENTIFICATION NUMAER 39957760008 Closing shall be held at the Collier County Attorney's Oftice, Administration Building, 3299 Tamiami Trail East, 8th Floor, Naples, Florida. The procedure to be followed by the parties in connection with the Closing shall be as follows: 3.0'l 1 Seller shall convey a marketable title free of any liens, encumbrances, exceptions, or gualifications. 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: 3.0'l 'l 1 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. 3.01 12 Combined Purchaser-Seller closing slalement 3.01 13 A "Gap," Tax Proration, Owner's and Non-Foreign Affidavit,,' as required by Section 1445 ot the lnternal Revenue Code and as required by the title insurance undenvriter in order to insure the "gap', and issue the policy contemplated by the title insurance commitment. 3.0114 A W-9 Form, "Reguest for Taxpayer ldentification and Certification" as required by the lnternal 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 Tiile Company verifies that the slate of the tifle to the property has not changed adversery since the date of the rast endorsement to the commitment, referenced in Section 4.01 1 thereto, and the Tifle company is irrevocabry committed to pay the purchase price to seiler and to issue the owner's tifle poricy to purchaser in accordance with thecommitment immediately after the recording of the deed. 3.0122 Funds payable to the Seller representing the cash payment dueat crosing in accordance with Articre ilr her;f, snatt ue suu;ect toadjustment for prorations as hereinafter set forth. 3.02 Each party shafl be responsibre for payment of its own attorney,s fees. sefler,at irs sore cost and expense, shail pay ai ciosing arr aocumeniary "i"-riLi or"rerating to the recording of the warranty Deed, ii iccordance *iti, dt "[t* lijr .or , 16.D.2.a Packet Pg. 903 Attachment: Signed Agreement 12-13-2017 (4501 : Conservation Collier - Bueno/Costa) CONSERVATION COI.LIER TAX IOENTIFICATION NUMBERT 399577600OE Florida Statutes, and the cost of recording any instruments necessary to clear Seller's title to the Property. The cost of the Owner's Form B Title Policy, issued pursuant to the Commitment provided for in Section 4.0'l 1 below, shall be paid by Purchaser. The cost of the title commitment shall also be paid by Purchaser. 3.03 Purchaser shall pay for the cost of recording the Warranty Deed. Real Property taxes shall be prorated based on the current year's tax with due allowance made for maximum allowable discount, homestead and any other applicable exemptions and paid by Seller. lf Closing occurs at a date which the cunent year's millage is not fixed, laxes will be prorated based upon such prior year's millage. IV. REOUIREMENTS AND CONDITIONS 4.0'l Upon execution of this Agreement by both parties or at such other time as specified within this Article, Purchaser and/or Seller. as the case may be, shall perform the following within the times stated, which shall be conditions precedent to the Closing. 4.01 1 within fifteen (15) days after the date hereof, purchaser shall obtain as evidence of title an ALTA commitment for an owner's Ti e lnsurance policy (ALTA Form B-1970) covering the property, together with hard copies of air exceptions shown thereon. purchaser shall have thirty (30) days, following receipt of the title insurance commitment, to notify Seller in wiiting of an! obiection to title other than riens evidencing monetary obrigationsl if any, which obligations shall be paid at closing. lf the tiile commitment contaans exceptions that make the title unmarketable, purchaser shall deliver to the seller written notice of its intention to waive the applicable contingencies or to terminate this Agreement. 4.012 ll Purchaser shalr fair to advise the Seiler in writing of any such objections in seller's tifle in the manner herein required by this Agreement, the title shall be deemed acceptable. Upon notification of puichaseis objection totitle, seller shall have thirty (30) days to remedy any defects in order t,o "onr"ygood and marketable tifle, except for liens or monetary obligations which willbe satisfied at closing. seller, at its sole expense, shall use its best efforts tomake such title good and marketable. ln lhe event seller is unable to curesaid objections within said time period, purchaser, by providing written noticeto serrer within seven.(7) days after expiration or saio tnirty (5ol oay perioo,may accept title as it .then- is, waiving any objection; or iruicnaser mayterminate the Agreement. A failure by purchaser to give such written notice oftermination within the time period provided herein shall be deemed an electionby Purchaser to accept the exceptions to tifle as shown in the tiflecommitment. 4.0'13 seller agrees to. furnish .any existing surveys of the property in seller,spossession to Purchaser within 10 (ten) days of the effective iate of this 16.D.2.a Packet Pg. 904 Attachment: Signed Agreement 12-13-2017 (4501 : Conservation Collier - Bueno/Costa) CONSERVAT,ON COLLIにR TAX 10ENTlFlCAT,ON Nυ MBER 39957760000 Agreement. Purchaser shall have the option, at its own expense, to obtain a current survey of the Property prepared by a surveyor licensed by the State of Florida. No adjustments to the Purchase Price shall be made based upon any change to lhe total acreage referenced in Exhibit "A," unless the difference in acreage revealed by survey exceeds 5% of the overall acreage. lf the survey provided by Seller or obtained by Purchaser, as certified by a registered Florida surveyor, shows: (a) an encroachment onto the property; or (b) that an improvement located on the Property projects onto lands of others, or (c) lack of legal access to a public roadway, the Purchaser shall notify the Seller in writing of such encroachment, projection, or lack of legal access, and Seller shall have the option of curing said encroachment or projection, 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 ninety (g0) days from the effective date of this Agreement to notify Seller of any suchobiections. Should Seller elect not to or be unable to remove the encroachment, projection, or provide legal access to the property within said sixty (60) day period. Purchaser, by providing written notice to Seller within seven (7) days after expiration of said sixty (60) day period, may accept the Property as it then is, waiving any objection to the encroachment, or projeclion, or lack of legal access, or Purchaser may terminate the Agreement. A failure by Purchaser to give such written notice of termination within the time period provided herein shall be deemed an election by purchaser to accept the Propery with the encroachment, or projection, or lack of legal access. V. INSPECTION PERIOD 5.01 Purchaser shall have one hundred and twenty (120) days from the date ofthis Agreement, ("lnspection Period"), to determine through appropriate investigation that: 1. soil tests and engineering studies indicate that the property can be developed without any abnormal demucking, soil stabilization or foundations.2. There are no abnormal drainage or environmental requirements to the development of the Property. 3. The Property is in compliance with all applicable environmenlal laws and the property is free from State and Federal any pollution or contamination. 4. The Property can be utilized for its Conservation Collier program. intended use and purpose in the 5.02 lf Purchaser is not satisfied, for any reason whatsoever, with the results ofany investigation, Purchaser shall deliver to seller prior to the expiration of thelnspection Period. wriften notice of its intention to waive the applicable contingencies or to terminate this Agreement. lf purchaser fails to notify thb setterin writing of its specific objections as provided herein within the lnspection period,it shall be deemed that the purchaser is satisfied with the results of itsinvestigations and the contingencies of this Article V shall be deemed waived. ln 16.D.2.a Packet Pg. 905 Attachment: Signed Agreement 12-13-2017 (4501 : Conservation Collier - Bueno/Costa) CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 39957760008 the event Purchaser elects to terminate this Agreement because of the right of inspection, 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, employees and servants shall, at their own risk and expense, have the right to go upon the Property for the purpose of surveying and conducting site analyses, soil borings and all other necessary investigation. Purchaser shall, in performing such tests, use due care and shall indemnify Seller on account of any loss or damages occasioned thereby and against any claim made against Seller as a result of Purchaser's entry. Seller shall be notified by Purchaser no less than twenty-four (24) hours prior to said inspection of the Property. VI. INSPECTION 6.01 Seller acknowledges that the Purchaser, or its authorized agents, shall have the right to inspect the Property at any time prior to the Closing. VII. POSSESSION 7.01 Purchaser shall be entitled to full possession of the propefi at Closing. VIII. PRORATIONS 8.01 Ad valorem taxes next due and payable, after closing on the property, shall be prorated at closing based upon the gross amount of 2017 taxes, and shall be paid by Seller. IX. TERMINATION AND REMEDIES 9.01 lf seller shall have failed to perform any of the covenants and/or agreements contained herein which are to be performed by Seller, within ten (10) days of written notification of such failure, purchaser may, at its option, terminate this Agreement by giving written notice of termination to seller. purchaser shall have the right to seek and enforce all rights and remedies available at law or in equityto a contract vendee, including the right to seek specific performance of thii Agreement. 9.02 lf the Purchaser has not terminated this Agreement pursuant to any of theprovisions authorizing such termination, and purchaser fails to close thetransaction contemplated hereby or otheruvise fails to perform any of the terms, covenants and conditions of this Agreement as required on the part of purchaser to be performed, provided seller is not in default, then as Seller's sole remedy, seller shall have the right to terminate and cancel this Agreement by giving written notice thereof lo Purchaser, whereupon one-half percent I t2oh\ oi t-he p-urchase price shall be paid to Seller as liquidated damages which shall be selier,s sole 16.D.2.a Packet Pg. 906 Attachment: Signed Agreement 12-13-2017 (4501 : Conservation Collier - Bueno/Costa) CONSERVATION COLLIER TAX IOENTIFICATION NUMSER 3995776@08 and exclusive remedy, and neither party shall have any further liability or obligation to the other except as set forth in paragraph 12.01. (Real Estate Brokers), hereof. The parties acknowledge and agree that Seller's actual damages in the event of Purchase/s default are uncertain in amount and difficultto ascertain, and that said amount of liquidated damages was reasonably determined by mutual agreement between the parties, and said sum was not 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 expenses of each of the parties. X. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARMNTIES 10.01 Seller and Purchaser represent and warrant the following: '10.011 Seller and Purchaser have full right and authority to enter into and to execute this Agreement and to undertake all actions and to perform all tasks required of each hereunder. Seller is not presenily the subject of a pending, threatened or contemplated bankruptcy proceeding. 10.012 Seller has full right, power, and authority to own and operate the Property, and to execute, deliver, and perform its obligations under this Agreement and the instruments executed in connection herewith. and to consummate the. transaction contemplated hereby. All necessary authorizations and approvals have been obtained authorizing seller and Purchaser to execute and consummate the transaction contemplated hereby. At closing, certified copies of such approvals shall be delivered to purchaser and/or Seller, if necessary. 10.013 The warranties set forth in this paragraph shall be true on the date of this Agreement and as of the date of closing. purchaser's acceptance of adeed to the said Property shall not be deeired to be full performance and discharge of every agreement and obligation on the part oi the selrer to beperformed pursuant to the provisions of this Agreement. 10.014 Seller represents that it has no knowledge of any actions, suits, claims,proceedings, litigation or investigations pending or threatened against seller, at law, equity or in arbitration before or by any federal, state, muniiipal or othergovernmental instrumentality that relate to this agreement or any otherproperty that could, if continued, adversely affect slller,s ability to sell theProperty to Purchaser according to the terms of this Agreement. 10.015 No party or person other than purchaser has any right or option toacquire the Property or any portion thereof. 今、 , ! 16.D.2.a Packet Pg. 907 Attachment: Signed Agreement 12-13-2017 (4501 : Conservation Collier - Bueno/Costa) CONSERVAT10N COLLIER TAX IDENTIFiCAT10N NUMBER:39957760008 10.016 Until the date fixed for Closing, so long as this Agreement remains in force and effect, Seller shall not encumber or convey any portion of the Property or any rights therein, nor 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 of Purchaser to such conveyance, encumbrance, or agreement which consent may be withheld by purchaser for any reason whatsoever. 10.017 Seller represents that there are no incinerators, septic tanks or cesspools on the Propefi; all waste, if any, is discharged into a public sanitary sewer system; Seller represents that they have (it has) no knowledge that any pollutants are or have been discharged from the property, directly or indirecfly into any body of water. Seller represents the Property has not been used for the production, handling, storage, transportation, manufacture or disposal of hazardous or toxic substances or wastes, as such terms are defined in applicable laws and regulations, or any other activity that would have toxic results, and no such hazardous or toxic substances are currenfly used in connection with the operation of the Property, and there is no proceeding or inquiry by any authority with respect thereto. Seller represents that they hive (it has) no knowledge that there is ground water contamination on the property or potential of ground water contamination from neighboring properties. Seller represents no storage tanks for gasoline or any other substances are or were located on the Property at any time during or prior to Seller's ownership thereof. Seller represents none of the property has been used as a sanitary landfill. 10.018 Seller has no knowledge that the property and Seller,s operations concerning the Property are in violation of any applicable Federal, state or local.statute, law or regulation, or of any notice from any governmental body has been served upon Seller claiming any violation of any law, ordinance, code or regulation or requiring or calling attention to the need for any work, repairs, construction, alterations or installation on or in connection with the Plgp."ty in order to comply with any laws, ordinances, codes or regulation with which Seller has not complied. 10'019 There are no unrecorded restrictions, easements or rights of way(other than existing zoning regulations) that restrict or affect thJ use of theProperty, and there are no maintenance, construction, advertising, management, leasing, employment, service or other contracts affecting thl Property. 10.020 seller has no knowledge that there are any suits, actions or arbitration,bond issuances or proposars therefor, proposars for pubric improvemeni assessments, pay-back agreements, paving agreements, road expansion orimprovement agreements, utirity moratoriums, use moratoriums, improvementmoratoriums, administrative or other proceedings or governmentar investigations or requirements, formar or informar, existing oi penuing or 16.D.2.a Packet Pg. 908 Attachment: Signed Agreement 12-13-2017 (4501 : Conservation Collier - Bueno/Costa) CONSERVAT10N COLL ER TAX,DENTlFICAT10N Nυ MBER 39957760008 threatened which affects the Property or which adversely affects Seller,s ability to perform hereunder, nor is there any other charge or expense upon or related to the Property which has not been disclosed to Purchaser in writing prior to the effective date of this Agreement. 10.021 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 effeclive date of this Agreement up to and including the Date of Closing. Therefore, Seller agrees not to enter into any contracts or agreements pertaining to or affecting the Property and not to do any act or omit to perform any act which would changethe zoning or physical condition of the property or the governmental ordinances or laws governing same. seller also agrees to notify purchaser promptly of any change in the facts contained in the foregoing repiesentations 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 anygovernmental authorities having jurisdiction of the development of the property which may restrict or change any other condition of the property 10 022 At the crosing, seiler shafl deriver to purchaser a statement (hereinafter called the "closing Representative statement") reasserting theforegoing representations as of the Date of closing, which provisrons-rnrll survive the Closing. 10.023 seller 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, direcfly or inolrectly,pursuant to or in connection with the application of any federal, state, local orcommon law relating to pollution or protection of the environment which shallbe in accordance with, but not limited to, the comprehensive EnvironmentalResponse' compensation, and Liabirity Act of 19g0, 42 u.s.c. section 9601,et seq., ("CERCLA" or ,,Superfund,,), which was amended anO upgradeO by thesuperfund Amendment and Reauthorization Act of 1986 (.sAiri,r, i;ciJd;;gany amendments or successor in function to these acts. This provision andthe rights of Purchaser, hereunder, shafl survive crosing ana are not oeemeosatisfied by conveyance of tifle. 1.0.024 Any loss and/or 91T"9" to the property between the date of thasAgreement and the date of crosing sha, be sJteris sote risk and expense. xr. NOTTCES ].l.-0] lnY .notice, request, demand, instruction or other communication to begrven to either party hereunder shall be in *iiting, sent by facsimile withautomated confirmation of receipt, o,. oy ,egnstereJ, or i"rtir"a ,lir, iJt,r.'L."iitrequested, postage prepaid. addressedas trfo*", ' - 16.D.2.a Packet Pg. 909 Attachment: Signed Agreement 12-13-2017 (4501 : Conservation Collier - Bueno/Costa) CONSERVATION COLLIER TAX IOENTIFICATION NUMBER: 39957760008 lf to Purchaser: Alexandra Sulecki, Coordinator Conservation Collier Program Collier County Parks and Recreation Division Public Services Department Golden Gate Community Park 3300 Santa Barbara Blvd. Naples 34116 With a copy to: Cindy M. Erb, SRMA, Senior Property Acquisition Specialist ifto Se∥eri Collier County Real Property Management 3335 Tamiami Trail East, Suite 10"1 Naples, Florida 34112 Telephone number: 239 -252-8917 Fax number: 239-252-8876 Orlando V. Bueno & Claudio A. Costa 501 SW lstStreet#507 Miami, FL 33130 1 1 .02 The addressees and numbers for the purpose of this Article may be changed by either party by giving written notice of such change to the other party in the manner provided herein. For the purpose of changing such addresses or addressees only, unless and until such written notice is received, the last addressee and respective address stated herein shall be deemed to continue in effect for all purposes. XII. REAL ESTATE BROKERS 12.01 Any and all brokerage commissions or fees shall be the sole responsibility of the seller. Seller shall indemnify Purchaser and hold purchaser harmless from and against any claim or liability for commission or fees to any broker or any other person or party claiming to have been engaged by seller as a real estate 6roker, salesman or representative, in connection with this Agreement. Seller agrees topay any and all commissions or fees at closing pursuant to the terms of aseparate agreement, if any. XIII. MISCELLANEOUS 13.01 This Agreement may be executed in any manner of counterparts whichtogether shall constitute the agreement of the parties. 13.02 This Agreement and the terms and provisions hereof shall be effective as ofthe date this Agreement is executed by both parties and shail inure to tne oeneiitof and be binding upon the parties hereto and their respective heirs, executors,personar representatives, successors, successor trustee, rno "i"ign"e"whenever the context so requires or admits. 16.D.2.a Packet Pg. 910 Attachment: Signed Agreement 12-13-2017 (4501 : Conservation Collier - Bueno/Costa) CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 33957760008 13.03 Any amendment to this Agreement shall not bind any of the parties hereof unless such amendment is in writing and executed and dated by Purchaser and Seller. Any amendment to this Agreement shall be binding upon Purchaser and Seller as soon as it has been executed by both parties. 't 3.04 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 gender in which used, shall be deemed to include any other gender or number as the context or the use thereof may require. 13.06 No waiver of any provision of this Agreement shall be effective unless it is in writing signed by the party against whom it is asserted, 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 to such provision or a waiver as to any other provision. 13.07 lf any date specified in this Agreement falls on a Saturday, Sunday or legal holiday, then the date to which such reference is made shall be extended to the next succeeding business day. 13.08 Seller is aware of and understands that the "offe/' to purchase represented by this Agreement is subject to acceplance and approval by the Board of County Commissioners of Collier County, Florida. This Agreement is subject to fund availability and future appropriation. Should the funds not be available or able to be used prior to closing the Purchaser or Seller may immediately terminate this agreement without any payment of any kind to Seller. 13.09 lf the Seller holds the Property in the form of a partnership, limited partnership, corporation, trust or any form of representative capacity whatsoever for others, Seller shall make a written public disclosure, according tobhapter 296, Florida Statutes, under oath, of the name and address of every person having a beneficial interest in the Property before property held in such capacity is conveyed to collier county. (lf the corporation is registered with the Federal securities Exchange commission or registered pursuant to chapter 517, Florida Statutes, whose stock is for sale to the general public, it is hereby exempt from the provisions of Chapter 286, Florida Statutes.) 13.10 This Agreement is governed and construed in accordance with the laws of the State of Florida. 16.D.2.a Packet Pg. 911 Attachment: Signed Agreement 12-13-2017 (4501 : Conservation Collier - Bueno/Costa) CONSERVATION COLLIER IAX IDENTIFICATION NUMBER 39957760008 XIV. ENTIRE AGREEMENT 14.01 This Agreement and the exhibits attached hereto contain the entire agreement between the parties, and no promise, representation, warranty or covenant not included in this Agreement or any such referenced agreements has been or is being relied upon by either party. No modification or amendment of this Agreement shall be of any force or effect unless made in writing and executed and dated by both Purchaser and Seller. Time is of the essence of this Agreement. lN WITNESS WHEREOF, the parties hereto have signed below. Dated ProlecVAcquislion Approved by BCCi AS TO PURCHASER: DATED: ATTEST: DWiGHT E BROCK,C:erk BOARD OF COUNttY COMMISS10NERS COLLIER COUNW,FLOR!DA BY: ,Deputy Clerk PENNY TAYLOR,Chairman Approved as to form and leganty: JennlferA Belped10 Asslstant county Attorn3紫 16.D.2.a Packet Pg. 912 Attachment: Signed Agreement 12-13-2017 (4501 : Conservation Collier - Bueno/Costa) CONSERVATiON COLL:ER TAX:DENT!F:CAT10N NUMBER:39957760008 AS TO SELLER: VVITNESSESi Witness#2(Signature) Wttness#2(Prlnt Name) WITNESSES: レしん“わゾ `― ―」〆 ORLANDO∨.BUENO CLAUD10 A.COSTA 正電J多 `ぃ Q工ゞιυ`VVitness#1(Signature)|Winess#1(P"nt Name) VVltness#2(Signature) Wlness#2(P“nt Name) ■216.D.2.a Packet Pg. 913 Attachment: Signed Agreement 12-13-2017 (4501 : Conservation Collier - Bueno/Costa) CONSERVAT:ON COLL:ER TAX:DENT:FiCAT10N NUMBER1 39957760C08 AS TO SELLER: VV:丁 NESSES: Wttness,1(Signature) W"ness″,(P“nt Name) Witness *2 (Signature) W"ness#2(P門 nt Name) WiTNESSES: ORLANDO V BUENO 夕■と∈酬毬 wnness#1(Prnt Name) 16.D.2.a Packet Pg. 914 Attachment: Signed Agreement 12-13-2017 (4501 : Conservation Collier - Bueno/Costa) ' CONSERVATION COLLIER TAx IOENTIFICATION NUMBER: 39957760008 EXH:B:丁 “A'' PROPERTY:DENTIFiCAT10N NUMBER: 39957760008 LECAL DESCR:PT:ON: THE WEST ONE HUNDRED E:GHTY (180')FEET OF TRACT 65, GOLDEN GATE ESTATES,UN:T N0 65,ACCORDiNG TO THE PLAT THEREOF AS RECORDED IN PLAT B00K 5, PAGE 88 0F THE PUBL!C RECORDS OF COLLiER COUNIY,FLORIDA 2 73 Acres 16.D.2.a Packet Pg. 915 Attachment: Signed Agreement 12-13-2017 (4501 : Conservation Collier - Bueno/Costa) 1 Conservation Collier Land Acquisition Program Project Design Report Date: January 2018 Bueno-Costa parcel – Winchester Head Property Owner: Orlando V. Bueno and Claudia A. Costa Est c/o Luz Alba Bueno Folio: 39957760008 Location: GOLDEN GATE EST UNIT 65 W 180FT OF TR 65 Size: 2.73 acres Collier County Appraiser Value: $36,241 History of Project: **It was determined that properties within North Golden Gate Estates (NGGE) Unit 53/Red Maple Swamp and Units 62 and 65/Winchester Head, which are both approved donation areas in the LDC, do not need to be brought back to CCLAAC for additional Selected for the “A” category, #1 priority, on the Active Acquisition List (AAL) by CCLAAC AAL most recently approved by BCC Donation Application Received CCLAAC review* 12/15/04 1/25/11 8/3/17 12/20/17 16.D.2.b Packet Pg. 916 Attachment: Bueno-Costa PDR_ WH (4501 : Conservation Collier - Bueno/Costa) 2 recommendation. The date noted is when CCLAAC most recently recommended utilizing donation funds for acquisitions in this project area. Purpose of Project: Environmental Conservation – Conservation Collier Program Program Qualifications: The Bueno-Costa parcel is within the Winchester Head multi-parcel project. Winchester Head is an undeveloped depressional cypress head and marsh wetland located in NGGE in Units 62 and 65. Using aerial photographs, elevation data, soil maps and public input, a total of 115 parcels (158.67 acres) were identified as being important for acquisition. Selected parcels include wetlands and small areas of upland buffers on parcels which are more than half wetland. This parcel is in the north-central portion of the project area and is entirely wetlands. The entire site is within North Golden Gate Estates, identified within the Conservation Collier Ordinance (Ord. No. 2002-63, as amended) as a Target Protection Area. One important reason for the selection of Winchester Head as a conservation target is that this area functions to provide floodplain storage for surrounding home sites during high rainy season. These types of depressional storage areas were included in the water management models for the Golden Gate canal system done by the Big Cypress Basin, South Florida Water Management District and are a component of flood control for the area. Winchester Head has also been targeted for future watershed improvement projects (North Golden Gate Flowway Restoration Project, TDR Program, and Mitigation Program) in the County’s Watershed Management Plan. At this time, Conservation Collier owns 79.67 acres out of a total of 158.67 acres, or 50% of the project area. Additional program criteria that would be satisfied by this donation include protection of surface and ground water resources, protection of wetland dependent species habitat, and good potential for restoration. This parcel contains an intact native vegetation community: Cypress, with a small (less than half an acre) area of Freshwater marsh. A paved public road (39th Ave NE) provides access to the parcel and allows the property to be readily viewed. The cypress strand and seasonally changing marsh on this parcel enhance the aesthetic setting of Collier County. Projected Management Activities: Active management of the entire project area is not feasible until a significant contiguous area can be acquired. While Winchester Head as a whole is relatively free of exotic plants. Ongoing control will be done annually or as needed. Exotic maintenance should be minimal and will be included in the management budget for the overall Winchester Head project. Most of the project area for Winchester Head is wetlands, and trails are not feasible. A raised boardwalk would be the best public access opportunity, however, this will not be considered until sometime well into the future of the project when more parcels are acquired. Nature photography and bird watching from roadways are two activities that can occur at present. Currently, the two roads (37th and 39th Streets NE) provide paved access to the project area but the only parking is the road right-of-way. At present, a visitor parking area is not available but could be constructed in the future as an appropriate upland 16.D.2.b Packet Pg. 917 Attachment: Bueno-Costa PDR_ WH (4501 : Conservation Collier - Bueno/Costa) 3 parcel for a parking area was received as a donation by Conservation Collier. An educational kiosk can be placed along one of the roads through the project containing information on wetlands and on the preservation of the area. Signs can be placed at boundaries along 37th and 39th St. NE. Minimal management activities, like trash removal can be accomplished using both contracted and volunteer labor. 16.D.2.b Packet Pg. 918 Attachment: Bueno-Costa PDR_ WH (4501 : Conservation Collier - Bueno/Costa)