Loading...
Agenda 03/27/2018 Item #16D 203/27/2018 EXECUTIVE SUMMARY Recommendation to approve an Agreement for Sale and Purchase with Theodore Romak, Thomas Romak, Tracy Romak, Terry Romak, and Toby Grudinskas, for 1.14 acres under the Conservation Collier Land Acquisition Program at a cost not to exceed $7,100. OBJECTIVE: To purchase a 1.14-acre parcel within the Red Maple Swamp Preserve Multi-parcel Project from Theodore Romak, Thomas Romak, Tracy Romak, Terry Romak, and Toby Grudinskas (Sellers). CONSIDERATIONS: On January 27, 2004, Agenda Item 10A, the Board of County Commissioners (Board) approved a Conservation Collier Land Acquisition Advisory Committee (CCLAAC) recommended Active Acquisition List (AAL), with changes, and directed staff to actively pursue acquisition of the properties under the Conservation Collier Program. On June 22, 2004, Agenda Item 16A2, the Board confirmed their direction to staff authorizing staff to proceed with purchase contracts for Golden Gate Estates, Unit 53 Multi-parcel Project now known as the Red Maple Swamp Preserve Multi- parcel Project (Project), properties as they become available and to bring these contracts back to the Board for final approval. On September 26, 2006, Agenda Item 10G, the Board directed staff to discontinue buying properties within the Project due to rising property costs. 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 Project consists of 108 parcels and a total of 305.69 acres. To date, Conservation Collier has acquired 74 parcels consisting of a total of 207.70 acres. In addition to protecting wetlands and listed species habitat, another important reason for the selection of Red Maple Swamp as a conservation target is that it is connected on its north and west sides with the 60,000 acre Florida Forever Corkscrew Regional Ecosystem Watershed (CREW) Project, which includes Corkscrew Marsh, Bird Rookery Swamp, Flint Pen Strand, and Audubon’s Corkscrew Swamp Sanctuary. Conservation Collier acquisitions within NGGE Unit 53 would enhance, protect, and buffer these already conserved lands. The acquisition of lands within Red Maple Swamp will also provide additional public access opportunities to the area including a connection with adjoining Bird Rookery Swamp, where a 1,200-foot boardwalk has been built, and nearly 12 miles of hiking trails have been created by South Florida Water Management District (SFWMD). Staff will coordinate with SFWMD and neighboring communities when planning for public access to Red Maple Swamplands. 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 $5,750 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 1.14 acres and is located within the Project. The land cost for the 1.14-acre parcel is $6,555. The Property Appraiser’s 2017 Tax Roll assessed value for this property is $8,949. The attached Agreement provides that should the County elect not to close this transaction for any reason, 16.D.2 Packet Pg. 1030 03/27/2018 except for default by the Sellers, the County will pay the Sellers $32.78 in liquidated damages. The CCLAAC approved this transaction on March 12, 2018, 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 $7,100 ($6,555 for the property and approximately $545 for the title commitment, title policy, and recording of documents). The funds will be withdrawn from the Conservation Collier Trust Fund (172). As of March 12, 2018, property costs for Conservation Collier properties, including this property and those under contract, total $104,391,152. 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. 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: To: 1) Approve the attached Agreement and accepts the Warranty Deed once it has been received and approved by the County Attorney’s Office; 2) Authorize the Chairman to execute the Agreement and any and all other County Attorney’s Office approved documents related to this transaction; 3) Authorize the County Manager or his designee to prepare related vouchers and Warrants for payment; and 4) Direct 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 documents 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. Scanned Signed Agreement (PDF) 2. Romak-PDR (DOCX) 16.D.2 Packet Pg. 1031 03/27/2018 COLLIER COUNTY Board of County Commissioners Item Number: 16.D.2 Doc ID: 4771 Item Summary: Recommendation to approve an Agreement for Sale and Purchase with Theodore Romak, Thomas Romak, Tracy Romak, Terry Romak, and Toby Grudinskas, for 1.14 acres under the Conservation Collier Land Acquisition Program at a cost not to exceed $7,100. Meeting Date: 03/27/2018 Prepared by: Title: Property Acquisition Specialist, Senior – Facilities Management Name: Cindy Erb 02/23/2018 4:02 PM Submitted by: Title: Division Director - Facilities Mgmt – Facilities Management Name: Dennis Linguidi 02/23/2018 4:02 PM Approved By: Review: Facilities Management Toni Mott Additional Reviewer Completed 02/23/2018 4:12 PM Solid and Hazardous Waste Dan Rodriguez Additional Reviewer Completed 02/26/2018 11:58 AM Parks & Recreation Alexandra Sulecki Additional Reviewer Completed 02/26/2018 12:44 PM Operations & Veteran Services Sean Callahan Additional Reviewer Completed 03/01/2018 8:29 AM Parks & Recreation Barry Williams Additional Reviewer Completed 03/01/2018 8:32 AM Facilities Management Miguel Carballo Additional Reviewer Completed 03/02/2018 10:27 AM Parks & Recreation Jeanine McPherson Additional Reviewer Completed 03/02/2018 3:55 PM Public Services Department Todd Henry Level 1 Division Reviewer Completed 03/05/2018 10:28 AM County Attorney's Office Jennifer Belpedio Level 2 Attorney of Record Review Completed 03/05/2018 2:31 PM Public Services Department Steve Carnell Level 2 Division Administrator Review Completed 03/12/2018 4:56 PM County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 03/13/2018 7:25 AM Office of Management and Budget Valerie Fleming Level 3 OMB Gatekeeper Review Completed 03/13/2018 10:24 AM Budget and Management Office Ed Finn Additional Reviewer Completed 03/15/2018 12:11 PM County Manager's Office Nick Casalanguida Level 4 County Manager Review Completed 03/18/2018 5:18 PM Board of County Commissioners MaryJo Brock Meeting Pending 03/27/2018 9:00 AM 16.D.2 Packet Pg. 1032 CONSERVAT10N COLL ER Taxloenticat on Number 39493520003 AGREEMENT FOR SALE AND PURCHASE THIS AGREEMENT is made and entered into by and be●veen THEODORE ROMAK,THOMAS ROMAK,TRACY ROMAK,TERRY ROMAK,AND TOBY GRUDZINSKAS, as to a undivided 200/O interest,whose address is ll108 Busch Avenue,Waren, MI 48089,(hereinafter referred to as ・Sel er'), and coLL:ER COUNTY, a pOI∥ical subdivision of the State of Flo「ida, ts successors and assigns,whose add「ess is 3335 Tamiami Tra∥ East, Suite 101, Naples, FL 34112,(hereinafter referred to as ・Purchaser) VVITNESSETH 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 (910.00), the receipt and sufficiency of which is hereby acknowledged, it is agreed as follows: I. AGREEMENT 1.01 ln 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". II, PAYMENT OF PURCHASE PRICE 2.01 The purchase price (the "Purchase Price") for the Property shall be Six Thousand Five Hundred and Fifty-Five Dollars and 00/100 dollars ($6,555.00) payable at time of closing. Ir. cLostNG 3.01 The Closing (THE "CLOSING DATE', 'DATE OF CLOSING", OR 'CLOSING) of the transaction shall be held on or before one hundred and twenty (120) days following execution of this Agreement by the Purchaser, unless extended by mutual written agreement of the parties hereto. The Manager of Real Property Management or designee is authorized to enter into such mutual written agreements on behalf of the County for extensions of up to an additional 60 days without further approval by the Board of County Commissioners. The Closing 16.D.2.a Packet Pg. 1033 Attachment: Scanned Signed Agreement (4771 : Conservation Collier - Romak) CONSERVAT10N COLLIER TaxidenticatOn Number 39493520003 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 a marketable title free of any liens, encumbrances, exceptions, or qualifications. 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. 3.01 12 Combined Purchaser-Seller closing statement. 3.0113 A "Gap," Tax Proration, Owner's and Non-Foreign Affidavit," as required by Section 1445 of the lnternal Revenue Code and as required by the title insurance undeMriter in order to insure the "gap" and issue the policy contemplated by the title insurance commitment. 3.0114 A W-9 Form, "Request 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: 3.0'121 A wire transfer or negotiable instrument in an amount equal to the Purchase Price. No funds shall be disbursed to Seller until the Tille 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 lll hereof, shail be subject to adjustment for prorations as hereinafter set forth. 3.02 Each party shall be responsible for payment of its own attorney's fees. Seller, at its sole cost and expense, shall pay at Closing all documentary stamp taxes due relating to the recording of the Warranty Deed, in accordance with Chapter 201 01 , 16.D.2.a Packet Pg. 1034 Attachment: Scanned Signed Agreement (4771 : Conservation Collier - Romak) CONSERVATiON COLL ER Taxldenllcat on Number 39493620003 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 4.01'l 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 current year's millage is not fixed, taxes will be prorated based upon such prior year's millage. IV, REQUIREMENTS AND CONDITIONS 4.01 Upon execution of this Agreement by both parties or at such other time as specified within this Article, Purchaser and/or Seller, as lhe 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 Title lnsurance Policy (ALTA Form B-1970) covering the Property, together with hard copies of all exceptions shown thereon. Purchaser shall have thirty (30) days, following receipt of the title insurance commitment, to notify Seller in writing of any objection to title other than liens evidencing monetary obligations, if any, which obligations shall be paid at closing. lf the title commitment contains 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 lf 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 title, 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. Seller, at its sole expense, shall use its best efforts to make such title good and marketable. ln the event Seller is unable to cure said objections within said time period, Purchaser, by providing written notice to Seller within seven (7) days after expiration of said thirty (30) day period, may accept title as it then is, waiving any objection; 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 exceptions to title as shown in the title commitment. 4.0'13 Seller agrees to furnish any existing surveys of the Property in Seller's possession to Purchaser within 10 (ten) days of the etfective date of this 16.D.2.a Packet Pg. 1035 Attachment: Scanned Signed Agreement (4771 : Conservation Collier - Romak) CONSERVAT10N COLL ER Tax ldentncatOn NumOer 394935200o3 Agreemenl. 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 the 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 Iack 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 (90) days from the effective date of this Agreement to notify Seller of any such objections. 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 accepl the Property as it then is, waiving any objection to the encroachment, or pOection, 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 Property with the encroachment, or projection, or lack of legal access. V. INSPECTION PERIOD 5.01 Purchaser shall have sixty (60) days from the date of this 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 State and Federal environmental laws and the Property is free from any pollution or contamination. 4. The Property can be utilized for its intended use and purpose in the Conservation Collier program. 5.02 lf Purchaser is not satisfied, for any reason whatsoever, with the results of any investigation, Purchaser shall deliver to Seller prior to the expiration of the lnspection Period, written notice of its intention to waive the applicable contingencies or to terminate this Agreement. lf Purchaser fails to notify the Seller in 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 its investigations and the contingencies of this Article V shall be deemed waived. ln the event Purchaser elects to terminate this Agreement because of the right of 16.D.2.a Packet Pg. 1036 Attachment: Scanned Signed Agreement (4771 : Conservation Collier - Romak) CONSERVAT10N COLL ER Taxldenticaton Number 39493520003 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 tesls, 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 7.0'l Purchaser shall be entitled to full possession ofthe Property 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 2016 taxes, and shall be paid by Seller. IX, TERMINATION AND REMEDIES 9.01 lf Seller shall have failed to perform any ofthe 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 equity to a contract yendee, including the right to seek specific performance of this Agreement. 9.02 lf the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated hereby or otherwise 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 to Purchaser, whereupon one-half percent ('ll20lo) of the purchase price shall be paid to Seller as liquidated damages which shall be Seller's sole and exclusive remedy, and neither party shall have any further liability or 16.D.2.a Packet Pg. 1037 Attachment: Scanned Signed Agreement (4771 : Conservation Collier - Romak) CONSERVAT10N COLLIER Tax ldentttcat On Number 39493520003 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 Purchaser's default are uncertain in amount and difficult to 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 '10.0'l Seller and Purchaser represent and warrant the following: 10.011 Seller and Purchaser have full right and authority to enter into and to execule this Agreement and to undertake all actions and to perform all tasks required of each hereunder. Seller is not presently the subject of a pending, threatened or contemplated bankruptcy proceeding. 10.0'12 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 a deed to the said Property shall not be deemed to be full performance and discharge of every agreement and obligation on the part of the Seller to be performed pursuant to the provisions of this Agreement. 10.0'14 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, municipal or other governmental instrumentality that relate to this agreement or any other property that could, if continued, adversely affect Seller's ability to sell the Property to Purchaser according to the terms of this Agreement. 10.015 No party or person other than Purchaser has any right or option to acquire the Property or any portion thereof. 16.D.2.a Packet Pg. 1038 Attachment: Scanned Signed Agreement (4771 : Conservation Collier - Romak) CONSERVAT10N COLLIER Tax ldentncaliOn Numbe「 394935200o3 '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 Property; 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 currently used in connection with the operation of the Property, and there is no proceeding or inquiry by any authority with respect thereto. Seller represenls that they have (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 lime 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 Property 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 the use of the Property, and there are no maintenance, construclion, advertising, management, leasing, employment, service or other contracts atfecting the Property. 10.020 Seller has no knowledge that there are any suits, actions or arbitration, bond issuances or proposals therefor, proposals for public improvement assessments, pay-back agreements, paving agreements, road expansion or improvement agreements, utility moratoriums, use moratoriums, improvement moratoriums, administrative or other proceedings or governmental investigations or requirements, formal or informal, existing or pending or 16.D.2.a Packet Pg. 1039 Attachment: Scanned Signed Agreement (4771 : Conservation Collier - Romak) CONSERVAT10N COLL ER Tax ldenl lcatiOn Number 39493520003 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 etfective date of this Agreement up to and including the Date of Closing. Therefore, Seller agrees not to enter into any contracts or agreements pe(aining 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. Seller also agrees to nolify 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 Al the Closing, Seller shall deliver to Purchaser a statement (hereinafter called the "Closing Representative Statement") reasserting the foregoing representations as of the Date of Closing, which provisions shall 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, directly or indirectly, pursuant to or in connection with the application of any federal, state, local or common law relating to pollution or protection of the environment which shall be in accordance with, but not limited to, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. Section 9601, et seq., ("CERCLA" or "Superfund"), which was amended and upgraded by the Superfund Amendment and Reauthorization Act of 1986 ("SAM"), including any amendments 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 Selleds sole risk and expense. XI, NOTICES 11.01 Any notice, request, demand, instruction or other communication to be given to either party hereunder shall be in writing, sent by facsimile with automated confirmation of receipt, or by registered, or certified mail, return receipt requested, postage prepaid, addressed as follows: 16.D.2.a Packet Pg. 1040 Attachment: Scanned Signed Agreement (4771 : Conservation Collier - Romak) CONSERVAT10N COLLIER Tax ldentincatiOn Numberi 39493520003 lf to Purchaser: Alexandra Sulecki, Coordinator Conservation Collier Land Acquisition Program Collier County Parks and Recreation Division Golden Gate Community Park 3300 Santa Barbara Blvd. Naples, Florida 34116 With a copy to: Cindy M. Erb, SRA/VA, Senior Property Acquisition Specialist Collier County Real Property Management 3335 Tamiami Trail East, Suite 101 Naples, Florida 34112 f elephone number: 239-252-899 1 Fax number: 239-252-887 6 lf to Seller: Theodore Romak 1 1 108 Busch Avenue Warren, Ml 48089 lf to Seller: Thomas Romak 1 1086 Dartmoor Place Parker, CO 80138 lf to Seller: Tracy Romak 704 North Craig St. Salisbury, NC 28144 lf to Seller: Terry Romak t988 Mullins St. Naples, FL 34112 lf to Seller: Toby Grudlnskas 16171 Famum Street Romulus, Ml 48174 11.02 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 16.D.2.a Packet Pg. 1041 Attachment: Scanned Signed Agreement (4771 : Conservation Collier - Romak) CONSERVAT10N COLL ER Tax ldentncatOn Number 30493520003 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 broker, salesman or representative, in connection with this Agreement. Seller agrees to pay any and all commissions or fees at closing pursuant to the terms of a separate agreement, if any. XIII, MISCELLANEOUS '13.01 This Agreement may be executed in any manner of counterparts which together shall constitute the agreement of the parties. 13.02 This Agreement and the terms and provisions hereof shall be effective as of the date this Agreement is executed by both parties and shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal representatives, successors, successor trustee, and assignees whenever the context so requires or admits. 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 lo this Agreement shall be binding upon Purchaser and Seller as soon as it has been executed by both parties. 13.04 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 lo such provision or a waiver as to any olher 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 "offer" to purchase represented by this Agreement is subject to acceptance 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. ■016.D.2.a Packet Pg. 1042 Attachment: Scanned Signed Agreement (4771 : Conservation Collier - Romak) CONSERVAT10N COLL ER Tax ldentincation Number 39493520003 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 to Chapter 286, 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. 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 Prolect/AcquisliOn Approved by BCC: AS TO PURCHASER: DATED: ATTEST: DW!GHT E BROCK,Clerk , Deputy Clerk Approved as to form and legality: BOARD OF COUNTY COMMISS10NERS COLLIER COUNTY,FLOR:DA ANDY SOLIS,Chairman BY: Jennifer A. Belpedio, Assistant County Attorney ■■ 16.D.2.a Packet Pg. 1043 Attachment: Scanned Signed Agreement (4771 : Conservation Collier - Romak) CONSERVAT10N COLLIER 丁ax ldentttcation Number: 39493520003 ■2AS TO SELLER: DAttED: (Signature) 16.D.2.a Packet Pg. 1044 Attachment: Scanned Signed Agreement (4771 : Conservation Collier - Romak) CONSttRVA丁 10N COLLIER Tax ldentiflcation Numberi 39493520003 AS ttO SELLER: DATED: 9 \ ■316.D.2.a Packet Pg. 1045 Attachment: Scanned Signed Agreement (4771 : Conservation Collier - Romak) CONSERVA丁 10N COLLIER 丁ax ldentiflcation Number: 39493520003 VVI丁 NESSES: fl\\qn Gor;f<I- ■4(Printed Name) 16.D.2.a Packet Pg. 1046 Attachment: Scanned Signed Agreement (4771 : Conservation Collier - Romak) CONSERVA丁 10N COLLIER 丁ax ldentifcatiOn Numberi 39493520003 AS丁 O SELLER: DAttED: いЛttNESSESi (Signature) (Printed Name) ■516.D.2.a Packet Pg. 1047 Attachment: Scanned Signed Agreement (4771 : Conservation Collier - Romak) CONSER∨AT10N COLLIER Tax ldentincatiOn Number 39493520003 AS TO SELLER: DATEP: いЛttNESSES: (Printed Name) ■6ζ。/1 17L, ＼ 16.D.2.a Packet Pg. 1048 Attachment: Scanned Signed Agreement (4771 : Conservation Collier - Romak) CONSERVAT10N COLL ER Tax ldenl lcatiOn Number 39493520003 EXHIBIT“A" PROPERTY IDENTIFICAT10N NUMBER: 39493520003 LEGAL DESCRIPT10N: THE EAST 75 FEET OF THE WEST 180 FEET OF TRACT 39,GOLDEN GATE ESTATES,UNIT N0 53,ACCORDING TO THE PLAT THEREOF AS RECORDED lN OR B00K 778, PAGE 947 0F THE PUBLiC RECORDS OF COLLIER COUNTY,FLORIDA '1.14 acres ■7⑭ 16.D.2.a Packet Pg. 1049 Attachment: Scanned Signed Agreement (4771 : Conservation Collier - Romak) 1 Conservation Collier Land Acquisition Program Project Design Report Romak Parcel Date: February 20, 2018 Property Owner: Theodore Romak, Thomas Romak, Tracy Romak, Terry Romak, and Toby Grudinskas Folio(s): 39493520003 Location: Golden Gate Estates Unit 53 E 75 Feet of W 180 Feet of Tract 39 Size: 1.14 acres Collier County Appraiser Value: $8,949 History of Project: Project Selected for the “A” category, #1 priority, on the Active Acquisition List (AAL) by CCLAAC AAL most recently approved by BCC Application Received CCLAAC review* 12/15/04 1/25/11 3/8/17** 8/14/17 16.D.2.b Packet Pg. 1050 Attachment: Romak-PDR (4771 : Conservation Collier - Romak) 2 *It was determined that properties within North Golden Gate Estates (NGGE) Unit 53/Red Maple Swamp and Winchester Head, which are both approved areas in the LDC, do not need to be brought back to CCLAAC for additional recommendation. The date noted is when CCLAAC last recommended the multi-parcel project for approval. ** This parcel was originally offered in 2007 and was approved for acquisition in 2008. Upon preparation of title work it was determined that the County was not able to obtain good title. After informing the owner that there were various judgments and Federal Tax Liens on the property, a letter was sent to the owners in late 2009 informing them the County could not buy the property until the title was cleared. The owners advise staff that title is now clear. Purpose of Project: Environmental Conservation – Conservation Collier Program Program Qualifications: The Red Maple Swamp multi-parcel project (AKA NGGE Unit 53), which includes the 1.14-acre Romak parcel, was first approved by the Board for acquisition as an “A” List multi-parcel property in January 2005, and then confirmed again in January 2011. Red Maple Swamp/NGGE Unit 53 is an undeveloped Unit within the North Golden Gate Estates (NGGE) incorporating 305.69 acres and 105 parcels. Conservation Collier has acquired 74 parcels totaling 207.70 acres and currently owns 68% of lands within the project area. Native habitat present over the whole unit is wetland hardwood forest, with a substantial portion of that being dominated by cypress and red maple swamp and the remainder by native and exotic re-growth over a historic farm field (approximately 100 acres) on the western side of Unit 53. This parcel is not within the old farm field area as it is located on the eastern side of Unit 53. Soils, hydrology and extant plant species indicate that the entire unit is a seasonal wetland, with surface water present during rainy season and moist conditions remaining during dry season (excepting drought conditions when water tables may recede lower). The area contributes moderately to Lower Tamiami aquifer recharge. This particular parcel of the multi-parcel project contains cypress, red maple, dahoon holly and popash in the canopy and wetland dependent and adapted plants in the midstory and on the ground. Exotic invasive plants Brazilian pepper and Japanese climbing fern make up anywhere from 35% to 45% of the vegetation, and exist throughout the parcel. Listed wetland dependent birds, including wood storks, snowy egrets, ibis and little blue herons have been observed during site visits to this area. No listed wildlife species have been observed; however, the entire unit is considered part of Primary Zone panther habitat by the U.S. Fish and Wildlife Conservation Commission. Deer have been observed in the area and Florida Black bears are known to inhabit adjoining public lands. In addition to protecting wetlands and listed species habitat, another important reason for the selection of Red Maple Swamp as a conservation target is that it is connected on its north and west sides with the 60,000 acre Florida Forever Corkscrew Regional Ecosystem Watershed (CREW) Project, which includes Corkscrew Marsh, Bird Rookery Swamp, 16.D.2.b Packet Pg. 1051 Attachment: Romak-PDR (4771 : Conservation Collier - Romak) 3 Flint Pen Strand and Audubon’s Corkscrew Swamp Sanctuary. Through them, Red Maple Swamp (and this parcel) connects with the Pepper Ranch and Caracara Prairie Preserves, private mitigation lands and lands protected under the County’s Rural Lands Stewardship Program. Conservation Collier acquisitions within NGGE Unit 53 would enhance, protect, and buffer these already conserved lands. The acquisition of lands within Red Maple Swamp will also provide additional public access opportunities to the area including a connection with adjoining Bird Rookery Swamp, where a 1,200-foot boardwalk has been built and nearly 12 miles of hiking trails have been created by South Florida Water Management District (SFWMD). Staff will coordinate with SFWMD and neighboring communities when planning for public access to Red Maple Swamp lands. Regarding vulnerability, this area is zoned for single-family residences and although none have been built to date, and the Florida Department of Environmental Protection maps this Unit as wetland for permitting purpose, permits could be requested at any time. Projected Management Activities: Removal of exotic plants, construction of trails, parking and placement of fencing and signage are projected management activities. An Interim Management Plan (IMP) has been drafted, approved and updated every 2 years. A final management plan will be developed once enough contiguous parcels have been acquired to make management actions cost effective. Currently, 50 contiguous acres on the west side of the preserve are under management for exotic plants. This parcel contains approximately 35-45% exotic cover. Control of exotics on this parcel, consisting of herbicide applications, will be evaluated to see if a block of properties, including this one, can be treated effectively and efficiently. Once exotic maintenance is started will be included in the management budget for the overall Red Maple Swamp project. Management funds will be taken from donated funds, currently in Reserves and totaling $184,462. Because of the seasonal wetland nature of the site, any future trails may be seasonal. 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, if and when funds are identified. Nature photography and bird watching from roadways are two activities that can occur at present. After consideration of risks and liability, it may be possible to allow school children to visit specific parcels as part of an educational program about wetlands. Currently, 41st Ave NW, an unpaved limerock road, provides access and the only parking is along the road right-of-way. Minimal management activities, like regular visitation, inspection and trash removal are currently being accomplished by staff and volunteers. 16.D.2.b Packet Pg. 1052 Attachment: Romak-PDR (4771 : Conservation Collier - Romak)