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Agenda 11/18/2014 Item # 16A2011/18/2014 16.A.20. EXECUTIVE SUMMARY This item requires that ex parte disclosure be provided by Commission members. Should a hearing be held on this item, all participants are required to be sworn in. Recommendation to adopt a Resolution amending Resolution 2009 -302, relating to the Stewardship Sending Area with a designation as `BCIBBCP /SI SSA 13 "; approving the extension of certain dates to December 15, 2017 in the Stewardship Sending Area credit agreement for BCIBCP /SI SSA 13 and the Escrow agreement for BCIBCP /SI SSA 13. OBJECTIVE: To have the Board of County Commissioners (BCC) adopt a Resolution to amend Resolution 2009 -302, which established Stewardship Sending Area (SSA) 13 conditionally for a five -year period, to allow that conditional period to be extended for an additional three -years to December 15, 2017. If the extension is denied, SSA 13 will expire on December 15, 2014. CONSIDERATIONS: The Stewardship Credit Program is the foundation of the Rural Lands Stewardship Area (RLSA), which has been recognized in Florida, regionally, and nationally for visionary methodology to preserve environmentally significant land, to protect agricultural land and to direct growth to suitable locations. Collier County adopted the RLSA Overlay in the Land Development Code (LDC) as the implementing regulation for the Growth Management Plan amendments known broadly as the "Rural/Eastern Lands Amendments" which were developed in response to Administration Commission Final Order No. AC99 -002, which required a, "Rural and Agricultural Assessment" and subsequent adoption of the Growth Management Plan amendment based upon that assessment. On December 15, 2008, the Board during an advertised public hearing adopted Resolution 2009- 302, which designated 7,414 acres in the Rural Lands Stewardship Area (RLSA) Overlay as "BCI /BCP /SI SSA 13 ". Additionally the Resolution; approved a credit agreement for BCI /BCP /SI SSA 13, approved an easement agreement for BCIBCP /SI SSA 16, approved an escrow agreement, and established the number of Stewardship Credits generated by the designation of said Stewardship Sending Area. LDC Section 4.08.06.E.2 requires that, following the Board's approval of the SSA application and SSA Credit Agreement, a legal description of the land designated SSA, the SSA credits granted, and the stewardship easement applicable to such lands, shall be provided to the Collier County Property Appraiser and the applicant, and shall be recorded within 30 days by the applicant in the public records. The applicant proposed to hold the easement in escrow and to record the easement when all permits and authorizations had been obtained for the development of a future Stewardship Receiving Area (SRA), which was to occur by December 15, 2014, or the SSA Credit Agreement and Stewardship Easement Agreement were to be null and void. The attached Resolution would amend the existing credit and escrow agreement to extend the SSA an additional three -years until December 15, 2017. Packet Page -1173- 11/18/2014 16.A.20. GROWTH MANAGEMENT PLAN (GMP) IMPACT: The Rural Lands Stewardship Area Overlay in the Future Land Use Element (FLUE) establishes the process and requirements for establishment of SSAs, the lands qualifying for SSA designation, and the use limitations for lands once they are designated as SSAs. This land use and growth management tool is implemented through the Rural Lands Stewardship Area Zoning Overlay. SSA 13 is designed to utilize the stewardship credits from this SSA to partially enable the development of a future SRA. Accordingly, the applicant for SSA 13 had established an Escrow Agreement which delayed the recordation of the Easement Agreement into public records until such time that all requirements in the Escrow Agreement and the SRA Credit Agreement provisions of the LDC were satisfied. The County Attorney required the recording of the notice of restrictions until the easement is recorded consistent with the intent of the LDC. FISCAL IMPACT: There are no fiscal impacts for the County associated with the item. The owner will pay for recording of the Amendment of Land Use Limitations. LEGAL CONSIDERATIONS: This item is approved for fonn and legality. A majority vote is needed for Board approval. - HFAC STAFF RECOMMENDATION: That the Board adopts the resolution amending the Escrow agreement and the Credit agreement for SSA 413, extend those agreements conditionally for an additional three -years and accept the amended notice of restrictions. Prepared by: Mike Bosi, AICP, Director, Department of Planning and Zoning Services Attachments: Exhibit "A" — Resolution; Exhibit "B" — Amendment to Credit Agreement; Exhibit "C" — Amendment to Escrow Agreement; Exhibit "D" - Amendment to Notice of Land Use Limitations Packet Page -1174- 11/18/2014 16.A.20. COLLIER COUNTY Board of County Commissioners Item Number: 16.16.A.16.A.20. Item Summary: This item requires that ex parte disclosure be provided by Commission members. Should a hearing be held on this item, all participants are required to be sworn in. Recommendation to adopt a Resolution amending Resolution 2009 -302, relating to the Stewardship Sending Area with a designation as "BCI /BCP /SI SSA 13 "; approving the extension of certain dates to December 15, 2017 in the Stewardship Sending Area credit agreement for BCI /BCP /SI SSA 13 and the Escrow agreement for BCI /BCP /SI SSA 13. Meeting Date: 11/18/2014 Prepared By Name: BosiMichael Title: Director - Planning and Zoning, Comprehensive Planning 10/16/2014 1:41:11 PM Approved By Name: MarcellaJeanne Title: Executive Secretary, Transportation Planning Date: 1 1/3/2014 1 1:35:21 AM Name: PuigJudy Title: Operations Analyst, Community Development & Environmental Services Date: 11/4/2014 1:49:42 PM Name: StoneScott Title: Assistant County Attorney, CAO Land Use /Transportation Date: 11/5/2014 1:43:12 PM Name: IsacksonMark Title: Director -Corp Financial and Mngmt Svs, Office of Management & Budget Date: l l /5/2014 2: l 1:31 PM Name: KlatzkowJeff Title: County Attorney, Date: 11/5/2014 3:43:33 PM Packet Page -1175- 11/18/2014 16.A.20. Name: FinnEd Title: ManagementBudget Analyst, Senior, Transportation Engineering & Construction Management Date: 11 /5/2014 3:47:42 PM Name: OchsLeo Title: County Manager, County Managers Office Date: 11 /6/2014 1:56:46 PM Packet Page -1176- 11/18/2014 16.A.20. RESOLUTION NO. 2014- A RESOLUTION OF THE COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS AMENDING RESOLUTION 2009 -302, RELATING TO THE STEWARDSHIP SENDING AREA WITH A DESIGNATION AS "BCl/BCP /SI SSA 13 "; APPROVING THE EXTENSION OF CERTAIN DATES TO DECEMBER 1-5, 2017 IN THE STEWARDSHIP SENDING AREA CREDIT AGREEMENT AND THE ESCROW AGREEMENT FOR BCl/BCP/ SI SSA 1.3. WHEREAS, on December 15, 2009, the Board of County Commissioners created a Stewardship Sending Area with a designation of "BCI /BCP /SI SSA 13" and entered into a Stewardship Sending Area Credit Agreement, a Stewardship Easement Agreement and an Escrow Agreement with Barron Collier Investments, Ltd., Barron Collier Partnership, LLLP and Serenoa Investments, Inc.; and WHEREAS, Barron Collier Partnership, LLLP and Serenoa Investments, Inc., represented by R. Bruce Anderson, Esquire of Roetzel Andress, LPA, have requested an extension of' certain time frames to December 15, 2017 in the Stewardship Sending Area Credit Agreement for BCIBCP /SI SSA 13 and the Escrow Agreement for BCI /BCP/SI SSA 13, and WHEREAS, the Board of County Commissioners agrees to the requested extensions. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, that: 1. The first amendment to the Stewardship Credit Agreement for BCI /BCP /SI SSA 13, attached hereto as Exhibit 1, is hereby approved. 2. The first amendment to the Escrow Agreement for BCIIBCP /SI SSA 13, attached hereto as Exhibit 2, is hereby approved. This Resolution adopted alter motion, second and majority vote. this day of .2014. ATTEST: DWIGHT E. BROCK. CLERIC B': Deputy Clerk BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY. FLORIDA Bv: TOM HENNING, Chairman [14- CHIP- 009351 12407711]2 1 oft Packet Page -1177- 11/18/2014 16.A.20. Approved as to form and lepality: ,�, 'ui3Gfry Heidi Ashton -Cicko Managing .Assistant County Attorney Attachments: Exhibit t — First .Amendment to Stewardship Credit Agreement for BCI /BCP /SI SSA 13 Exhibit 2 — First Amendment to Escrow Agreement for BCl/BCP /SI SSA 13 [ 14 -CMP -0093 5� 112407/71] l] 2 2 of 2 Packet Page -1178- 11/18/2014 16.A.20. AMENDMENT TO NOTICE OF INTERIM LAND USE LIMITATIONS (BCI /BCP /SI /SSA 13) This AMENDMENT TO NOTICE OF INTERIM LAND USE RESTRICTIONS is made as of the day of fie..- , 2014 BARRON COLLIER PARTNERSHIP, LLLP, a Florida limited liability limited partnership ( "BCP "), and SERENOA INVESTMENTS, INC. ( "SI "), a Florida corporation (BCP and SI are hereinafter individually and jointly referred to as "BCP /SI" or "Owner "). WHEREAS, On December 15, 2009, Collier County and BCP /Sl entered into a Stewardship Sending Area Credit Agreement, a Stewardship Easement Agreement and an Escrow Agreement (collectively, "SSA Agreements ") pertaining to the Stewardship Sending Area designated as BCI /BCP /SI SSA 13; and WHEREAS, in accordance with the SSA Agreements, BCP /SI agreed to the elimination of land uses layers and implementation of land use management measures during the term of the Escrow Agreement; and WHEREAS, BCP /SI recorded a Notice of Interim Land Use Limitations in OR Book 4551, Page 473 of the Public Records of Collier County; and WHEREAS, Barron Collier Investments, Ltd. Merged into Barron Collier Partnership, LLLP by Articles of Merger filed December 30, 2013, and recorded January 6, 2014, in Official Records Book 4998, Page 865, of the Public Records of Collier County, Florida; and WHEREAS, BCP /SI desires to amend the Notice of Interim Land Use Restrictions. NOW THEREFORE, BCP /Sl provides notice of the following changes: Section 4 of Exhibit B is hereby amended to read as follows; 4. Upon designation of the land described in Exhibit "A" as an SSA, the Owner shall not seek or request, and the County shall not grant or approve, any increase in the density or any additional uses beyond those specifically authorized in this Agreement. Seventy -five and two tenths (75.2 %) of the lands subject to this Agreement are within an HAS or FSA as depicted on the RLSA Overlay Map, officially entitled "Collier County Rural and Agricultural Area Assessment Stewardship Overlay Map ". Upon designation of these lands as an SSA, the Owner shall neither seek nor request, and the County shall not in violation of Sections 4.08.06 A.2. and 3., thereafter grant or approve any expansion or conversion of agricultural uses. Notwithstanding any condition herein to the contrary, this Agreement and the Stewardship easement shall terminate on December 15, 2944; 2017 unless the BCI /BCP /SI SSA 13 Stewardship Credits have by that date been exchanged for entitlement of an SRA, and the SRA has received all necessary final and non - appealable local, state and federal permits otherthan a plat, site development plan or building permit, necessary to commence construction of the SRA. All [ 14 -CM11- 00935/1 124123/1 ]6 Words 5tFH61E -thR are deleted and words underlined are added. Packet Page -1179- 11/18/2014 16.A.20. affirmative obligations and negative covenants contained in this Agreement and the Stewardship Easement shall be null and void upon such termination without further action from the parties hereto. Upon such termination the land shall revert to its underlying zoning classification as of the date of this Agreement, free and clear of any encumbrance from the Stewardship Easement. If requested by the Owner, Collier County shall provide a written release and termination of this Agreement and the Stewardship Easement for recording in the public records within fifteen (15) days of the request from the owner. Collier County shall update the overlay map to reflect the termination of 13CI /BCP /SI SSA 13 or any SRA. 2. Except as amended herein, the Notice of Interim Land Use Limitations recorded in OR Book 4551, page 473, et. seq. remains in full force and affect. This Arncndmcnt shall be recorded in the Public Records of Collier County, Florida. {Remainder of Page Intentionally Left Blank] [ 14- CMP- 00935/ 1124128/ 1]6 Words ^4iie'k thrice are deleted and words underlined are added. Packet Page -1180- 11/18/2014 16.A.20. IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Notice of Interim Land Use Limitations by their duly authorized officers or representatives and their official seals hereto affixed the day and year first written above. WITNESS: (Signature) Pa i>7 (Print Full Name) WITNESS: (Signature) STATE OF�U�.G' COUNTY OF C-A--,)A \--' BARRON COLLIER PAR'T'NERSHIP, LLLP, a Florida limited liability limited partnership e�11r.- By: Lamar Gable, authorized "Agent" pursuant to Designation of Authority recorded in Official Records Book 4419, Page 1393, Public Records of Collier County, Florida The foregoing instrument was acknowledged before me this 'a'D day of C)C.k-0b,=+- , 2014 by LAMAR GABLE, authorized "Agent" pursuant to Designation of Authority recorded in Official Records Book 4419, Page 1393, Public Records of Collier County, Florida, on behalf of BARRON COLLIER PARTNERSHIP, LLLP, a Florida limited liability limited partnership, who is personally known to me or who has produced as identification. (SEAL) Notary Public Print Name ��^^ My Commission Expires:(. �(-° [14- CIVIP- 00935/1124128/1)6 3 Words g'Fuek , r u are deleted and words underlined are added. Packet Page -1181- WITNESS: (Signature) Pa e'J4, (Print Full Name) WITNESS: �- (Signature) (Print Full Name) STATE OF"� COUNTY OF C_=A�� IzAe_ 11/18/2014 16.A.20. BARRON COLLIER PARTNERSHIP, LLLP, a Florida limited liability limited partnership Bradley Boaz, authorizeyl "Agent pursuant to Designation of Authority recorded -in- Official Records Book 4419, Page 1393, Public Records of Collier County, Florida The foregoing instrument was aclmowledged before me thisS° day of �C'°- 2014 by BRADLEY BOAZ, authorized "Agent" pursuant to Designation of Authority recorded in Official Records Book 4419, Page 1393, Public Records of Collier County, Florida, on behalf of BARRON COLLIER PARTNERSHIP, LLLP, a Florida limited liability limited partnership, who is personally known to me or who has produced as identification. (SEAL) 0% yo ILK /! /!!� W NS � �4 020, "p��o #EE 168902 h# fit [ 14 -CMP- 00935/1 124128/ 1 ]6 Notary Public , Print Name My Conunission Expires: �-t ')_0 Words Lek thfu are deleted and words underlined are added. Packet Page -1182- WITNESS: 1 �_ C ,a!(.C�,oL.. //( �G' •i' ilk 1 1 �� (Signature) (Print Full Name) WITNESS: (Signature) / (Print Full Name) STATE OF COUNTY OF C -tA� 11/18/2014 16.A.20. SERENOA INVESTMENTS, e Print Name: Print Title: The foregoing instrument was acknowledged before me this d)Q day of '--� , 2014 by Y, �kA—�--Q -- S,;�k _, as (title) on behalf of SERENOA INVESTMENTS, INC., a Florida corporation, who is personally known to me or who has produced as identification. (SEAL) 20, 2 Eho% NEE 168902 ; q, p. P° *d W O Ic 8750285_1 111878.001��STATEWO`'�\ Notary Public t �/ Print Name My Conunission Expires:t� [ 14 -CMP- 0093 5/ 1 124128/1 ]6 5 Words sou 'k thfu are deleted and words underlined are added. Packet Page -1183- 11/18/2014 16.A.20. FIRST AMENDMENT TO ESCROW AGREEMENT (BCI /BCP /SI SSA 13) THIS AMENDMENT TO ESCROW AGREEMENT is made as of the '7j� day of CkA-e:t.Vj--� , 2014, by and between COLLIER COUNTY, a political subdivision of the State of Florida ( "County "), BARRON COLLIER PARTNERSHIP, LLLP, a Florida limited liability limited partnership ( "BCP "), SERENOA INVESTMENTS, INC. ( "SI "), a Florida corporation (BCP and SI are hereinafter individually and jointly referred to as "BCP /SI" or "Owner "), Cheffy Passidomo, P.A., (the "Prior Escrow Agent "), and ROETZEL & ANDRESS, a legal professional association (the "New Escrow Agent "). RECITALS WHEREAS, Collier County, Barron Collier Investments, Ltd., Barron Collier Partnership, LLLP, Serenoa Investments, Inc., and Escrow Agent entered into an Escrow Agreement on December 15, 2009 (the "Escrow Agreement "), pertaining to the Stewardship Sending Area designated as BCI /BCP /SI SSA 13; and WHEREAS, Barron Collier Investments, Ltd. merged into Barron Collier Partnership, LLLP by Articles of Merger filed December 30, 2013, and recorded January 6, 2014, in Official Records Book 4998, Page 865, of the Public Records of Collier County, Florida, and WHEREAS, due to the change in economic conditions in the State of Florida the SRA has been delayed and the parties wish to amend the Escrow Agreement to extend certain dates; and Agent. WHEREAS, the Prior Escrow Agent will hereby resign and be replaced by the New Escrow AGREEMENTS NOW THEREFORE, in consideration of the mutual promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: The above recitals are tare and correct and incorporated herein by reference. 2. Paragraph 3 of the Escrow Agreement is amended to read as follows: The Escrow Agent shall deliver the original documents to the County for recording in the public records of Collier County upon presentment of the following by Owner: a. An approved SRA which requires the exchange of Stewardship Credits from BCI /BCP /SI SSA 13 for the additional residential and non- residential entitlements; and b. All necessary final and non- appealable local, state and federal permits other than a plat, site development plan or building permit, necessary to construct the SRA [14- CAMP- 00935/1124128/1]6 I Words seek thi are deleted and words underlined are added. Packet Page -1184- 11/18/2014 16.A.20. consistent with the provisions of Section 4.08.07 of the Collier County Land Development Code; and In the event the approvals referenced above in the recitals are not delivered to the Escrow Agent on or before December 15, 2017, this Escrow Agent Agreement shall terminate and the original Documents shall be returned to Owner. If a challenge and/or appeal of necessary development order, permit or other discretionary approval is filed Owner and County may elect to extend the Escrow Agreement by written agreement until the challenge or appeal is finally resolved. If the challenge or appeal is not resolved such that the construction may commence under terms acceptable to Owner, Owner may within 180 days of the final disposition of the challenge or appeal terminate this Escrow Agreement. New Escrow Agent shall serve as Escrow Agent under the Escrow Agreement effective as of the date hereof. Prior Escrow Agent hereby resigns as Escrow Agent as of the date hereof. The County acknowledges and agrees that New Escrow Agent represents BCP /SI and may continue to do so while serving as Escrow Agent and notwithstanding any present or future dispute arising under this Agreement. The parties hereto do not object to such services by New Escrow Agent as Escrow Agent and such representation of BCP /SI by New Escrow Agent in this and other matters, and agree that such service and such representation does not adversely affect the independent professional judgment of New Escrow Agent on behalf of any such party, or the ability of New Escrow Agent to adequately represent the interest of any such party. Except as amended herein, the Escrow Agreement is dated March 10, 2009 remains in full force and effect. Executed counter -part copies of the original of this document shall be treated as if the originals were so executed and shall bind the executing party and shall have the same force and effect as the original. Execution of this Agreement by facsimile shall be treated as an original. iRemainder of Page Intentionally Left Blank; [ 14- CMP- 00935/1124128/1)6 2 Words sti-uek thni are deleted and words underlined are added. Packet Page -1185- 11/18/2014 16.A.20. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Escrow Agreement by their duly authorized officers or representatives and their official seals hereto affixed the day and year first written above. ATTEST: DWIGHT E. BROCK, CLERIC By: Deputy Clerk Approved as to form and legality: Heidi Ashton -Cicko Managing Assistant County Attorney PRIOR ESCROW AGENT: CHEFFY PASS.IDOMO, P.A. (Print�ll t� (Print Full l -itle) Date: I f . , q BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: TOM HENNING, Chairman NEW ESCROW AGENT: ROETZEL & ANDRESS, a legal professional association By: Its: Date: [ 14 -CMP- 00935/ 1 1 24 1 28/1 ]6 3 Words ;tFuek thv R are deleted and words underlined are added. Packet Page -1186- 11/18/2014 16.A.20. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Escrow Agreement by their duly authorized officers or representatives and their official seals hereto affixed the day and year .first written above. ATTEST: DWIGHT F. BROCK, CLERK By: Deputy Clerk Approved as to form and legality: Heidi Ashton -Cicko Managing Assistant County Attorney PRIOR ESCROW AGENT: CHEFFY PASSIDOMO, P.A. (Print Full Name) (Print Full Title) Date: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: TOM HENNING, Chairman NEW ESCROW AGENT: ROETZEL & ANDRESS, a legal professional association Its: Date: ��,P? i�yC` -� [14 -CMP- 009351'1124128/116 3 Words °tea are deleted and words underlined are added. Packet Page -1187- WITNESS: \a, (Signature) f l% (Print Full Name) / WITNESS: (Signature) (Print Full Name) STATE OF COUNTY OF 11/18/2014 16.A.20. BARRON COLLIER PARTNERSHIP, LLLP, a Florida limited liability limited partnership ''.0 By: Lamar Gable, authorized "Agent" pursuant to Designation of Authority recorded in Official Records Book 4419, Page 1393, Public Records of Collier County, Florida The foregoing instrument was acknowledged before me this $O day of `--'� �� "'� , 2014 by Lamar Gable, authorized "Agent" pursuant to Designation of Authority recorded in Official Records Book 4419, Page 1393, Public Records of Collier County, Florida, on behalf of BARRON COLLIER PARTNERSHIP, LLLP, a Florida limited liability limited partnership, who is personally known to me or who has produced _ as identification. WILKINS��i� //i NEE 168902 oe� [14- CMP- 00935/1124128/1]6 Notary Public Print My Commission Expires: Words stree fl if are deleted and words underlined are added. Packet Page -1188- WITNESS: l (Signature Me. tLL( (Print Full Name) WITNESS: (Signature) (Print Full Name) STATE OF�-- COUNTY OF 11/18/2014 16.A.20. BARRON COLLIER PARTNERSHIP, LLLP, a Florida limited liability limited partnership By: _ - -�— ,Ir Bradley Boaz, authorize .« Agent pursuant to Designation of Authortfy recorded- M- Official Records Book 4419, Page 1393, Public Records of Collier County, Florida The foregoing instrument was acknowledged before me this day of tJ� -���`� , 2014 by Bradley Boaz, authorized "Agent" pursuant to Designation of Authority recorded in Official Records Book 4419, Page 1393, Public Records of Collier County, Florida, on behalf of BARRON COLLIER PARTNERSHIP, LLLP, a Florida limited liability limited partnership, who is person known to me or who has produced as identification. ,*1LK11VS0 sl NEE 168902 t�S �11100� [ 14 -CMP -0093 5/1 1 24 1 28/1]6 �� -�°� -- �--- �-- '�•-- Q-- •�-- ",�`-�- rte-- -_ Notary Public Print My Commission Expires:6 0�0�Cl,o Words st;-uek t4v are deleted and words underlined are added. Packet Page -1189- WITNESS: (Signature) (Print Full Name) WITNESS: (Signakire) z : C' Y" / / ��- / r AA/ � "- %''e7x�f (Print Full Name) STATE OF COUNTY OF�`� 11/18/2014 16.A.20. SERENOA INVESTMENTS, Print Name: Print Title: r1 oL c 7 " The foregoing instrument was acknowledged before me this S<�) day of 2014 by as �jV\,? �(Jt�`� SLT" (title) on behalf of SERENOA INVESTMENTS, INC., a Florida corporation, who is personally known to me or who has produced as identification. ���u�il�luur��J \N1ss'11 0 SoN/ /fir p : HEE 168902 Q T '�9�•'a �ndedlttN �e�; Q'� ;p�ubGc Unba�;• S�0 NO fijoilmkOO 8748062_2 111878.0011 Notary Public Print My Commission Expires: [I 4-CMP-00935/ 1 124128/ 1]6 6 Words siruek thfu are deleted and words underlined are added. Packet Page -1190- 11/18/2014 16.A.20. FIRST AMENDMENT TO ESCROW AGREEMENT (BCI /BCP /SI SSA 13) THIS AMENDMENT TO ESCROW AGREEMENT is made as of the day of 2014, by and between COLLIER COUNTY, a political subdivision -of the State of Florida ( "County "), BARRON COLLIER PARTNERSHIP, LLLP, a Florida limited liability limited partnership ( "BCP "), SERENOA INVESTMENTS, INC. ( "Sl "), a Florida corporation (BCP and SI are hereinafter individually and jointly referred to as "BCP /SI'' or "Owner'), Cheffy Passidomo, P.A., (the "Prior Escrow Agent "), and ROET7EL & ANDRESS, a legal professional association (the "New Escrow Agent "). RECITALS WHEREAS, Collier County, Barron Collier Investments, Ltd., Barron Collier Partnership, LLLP, Serenoa Investments, Inc., and Escrow Agent entered into an Escrow Agreement on December 15, 2009 (tile "Escrow Agreement "), pertaining to the Stewardship Sending; Area designated as BCl/BCP /SI SSA 13; and WHEREAS, Barron Collier Investments, Ltd. merged into Barron Collier Partnership, LLLP by Articles of Merger filed December 30, 2013, and recorded January 6, 2014, in Official Records Book 4998, Page 865, of the Public Records of Collier County, Florida; and WHEREAS, due to the change in economic conditions in the State of Florida the SRA has been delayed and the parties wish to amend the Escrow Agreement to extend certain dates; and WHEREAS, the Prior Escrow Agent will hereby resign and be replaced by the New Escrow Agent. AGREEMENTS NOW THEREFORE, in consideration of the mutual promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: The above recitals are true and correct and incorporated herein by reference, 2. Paragraph 3 of [lie Escrow Agreement is amended to read as follows: The Escrow Agent shall deliver the original documents to the County for recording in the public records of Collier County upon presentment of the following; by Owner: I . An approved SI`A which requires the exchange of Stewardship Credits from BCI `BC'P /SI SSA 13 for (lie additional residential and non - residential entitlements; and b. All necessary final and non - appealable Iocal, state and federal permits other than a plat, site development plan or building permit, necessary to construct the SRA [ 14- CMP- 00935r 112412 1]6 Words t,4uet wii are deleted and words underlined are added. Packet Page -1191- 11/18/2014 16.A.20. consistent with the provisions of Section 4.08.07 of the Collier County Land Development Code; and In the event the approvals referenced above in the recitals are not delivered to the Escrow Agent on or before December 15, 2017, this Escrow Agent Agreement shall terminate and the original Documents shall be returned to Owner. If a challenge and/or appeal of necessary development order, permit or other discretionary approval is filed Owner and County may elect to extend the Escrow Agreement by written agreement until the challenge or appeal is finally resolved. If the challenge or appeal is not resolved such that the construction may commence under terms acceptable to Owner, Owner may within 180 days of the final disposition of the challenge or appeal terminate this Escrow Agreement. New Escrow Agent shall serve as Escrow Agent under the Escrow Agreement effective as of the date hereof. Prior Escrow Agent hereby resigns as Escrow Agent as of the date hereof. The County acknowledges and agrees that New Escrow Agent represents BCP /SI and may continue to do so while serving as Escrow Agent and notwithstanding any present or future dispute arising under this Agreement. The parties hereto do not object to such services by New Escrow Agent as Escrow Agent and such representation of BCP /SI by New Escrow Agent in this and other matters, and agree that such service and such representation does not adversely affect the independent professional ,judgment of New Escrow Agent on behalf of any such party, or the ability of New Escrow Agent to adequately represent the interest of any such party. Except as amended herein, the Escrow Agreement is dated March 10, 2009 remains in full force and c1lect. w;_ Executed counter -part copies of the original of this document shall be treated as if the originals were so executed and shall bind the executing party and shall have the same force and effect as the original. Execution of this Agreement by facsimile shall be treated as an original. 1 M -CM P- 00935:° 11241128/ 1 ]b {Remainder of Pape intentionally 1-c-11 Blank) Words siftte ihft u are deleted and words underlined are added. Packet Page -1192- :;,., 11/18/2014 16.A.20. IN WITNESS WHERE, OF, the parties hereto have executed this First Amendment to Escrow Agreement by their duly authorized officers or representatives and their official seals hereto affixed the day and year first written above. ATTEST: DWIGHT E. BROCK, CLERK By: Deputy Clerk Approved as to form and legality: Heidi Ashton -Cicko Managing Assistant County Attorney PRIOR ESCROW AGENT: CHEFFY PASSIDOMO, P.A. (Print Full Name) (Print Fu11 T-t1c) Date: BOARD Of= COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: TOM I IENNING, Chairman NEW ESCROW AGENT: ROETZEL & ANDRESS, a legal professional association BY: -- Its: Date: [14 -0vIP- 0935,`1124128 -'lj6 3 Words sfucirthm are deleted and 1vorrls underlined are added. Packet Page -1193- WITNESS: (S Ena ure) (Print Full Name) WITNESS: (Signature) 42NX � Z, {Print Frill Na�nc) STATE OF COUNTY OF��ti'� -�"' 11/18/2014 16.A.20. BARRON COLLIER PARTNERSHIP, LLLP, a Florida limited liability limited partnership Lamar Gable, authorized "Agent" pursuant to Designation of Authority recorded in Official Records Book 4419, Page 1393, Public Records of Collier County, Florida The foregoing instrument was acknowledged before me this $I=> day of 2014 by Lamar Gable, authorized "Agent" pursuant to Designation of Authority recorded in Official Records Book 4419, Page 1393, Public Records of Collier County, Florida, on behalf of BARRON COLLIER PARTNERSHIP, LLLP, a Florida limited liability limited partnership, who is personally known to me or who has produced �`.. _...__ ._ , _ as identification. (14- CMP- ?09351[ 1-2412 81 iG 4 Words 64fua"mi are deleted and L% r& underhncd are added. Packet Page -1194- ;ti4ltififlEll /�r Notary Pudic ���� �� / 5 �e�jllLKIIFtS`Q �dlfe�+�1 Print tEE 1F89� :q,e7 fitly Commission Expires: � 6y: ftfrrf��/Ct =tC�F �a 0 Prp /tttlNli4lt` (14- CMP- ?09351[ 1-2412 81 iG 4 Words 64fua"mi are deleted and L% r& underhncd are added. Packet Page -1194- WITNESS: -iQ_,,L, _, (Signaturcl _ �__ — P, , , Y, (Print Full Namc) WITNESS: Azle- (Signature} --full Natnc} _ ._ STATE OF COUNTY OF 11/18/2014 16.A.20. BARRON COLLIER PARTNERSHIP, LLLP, a Florida limited liability limited partnership By: - - -_ Bradley Boaz, authoriz "Agee purl ;nt to Designation of Author y records ' Gcial Records Book 4419, Page 1393, Public Records of Collier County, Florida The foregoing instrument was acknowledged before me this �;kt.A day of 2014 by Bradley Boaz, authorized "Agent' pursuant to Designation of Authority recorded in Official Records Book 4419, Page 1393, Public Records of Collier County, Florida, on behalf of BARRON COLLIER PARTNERSHIP, LLLP, a Florida iimited liability limited partnership, who is personallti- known to me or who has produced as identification. ��IIII #IftflJJ `IltLKJNSt3dl °sfi co .•`yam ! 'eA o fEE lam ~ e tHI k E 14- CNIP- 00935 1 124128/1 jb Notary Public - t'L Print Ivly Commission Words 4tr fig arc delcted and words underlined arc added. Packet Page -1195- WITNESS: (5ignatVe m A la. (Print Full Name) 2y WITNESS: 7 (Signature} / (Print Full Name) STATE OF COUNTY OF k e-r_ ._ - -- 11/18/2014 16.A.20. SEIZE NOA INVESTMENTS, I Print Name: Print'ritle: The foregoing instrurn •nt was acknowledged before me this S day ofd'-`''" , 20114 by ►- '�- +°'� -* as (title) on behalf of SERENOA fNVESTMENTS, INC., a Florida corporation, who is personally known to me or who has produced — _______ _ as identification. �© . ...... �.!�,bSSIO�y • � �i cc}Y' 112tt, 2 F% a•• air r-EIM= Ear, %✓� Ate. ticA` �4��� 9748062 2 11197E 0011 Notary Public Print My Commission [14- CLAP- 049351 124128,°1]6 6 Words fi w' A44 are deleted and nvords underlined arc added. Packet Page -1196- 11/18/2014 16.A.20. AMENDMENT TO NOTICE Or INTERIM LAND USE LIA11TAT1ONS (BCI /BCP /SI /SSA 13) This AMENDMENT TO NOTICE OF INTERIM LAND USE RESTRICTIONS is trade as of the day of r, 2014 BARRON COLLIER PARTNERSHIP, LLLP, a Florida limited liability limited partnership ( "BCP "), and SERENOA INVESTMENTS, INC. ( "SI "), a Florida corporation (BCP and SI are hereinafter individually and jointly referred to as "BCP /SI" or "Owner "). WHEREAS, On December 15, 2409, Collier Countyand BCP /Sl entered into a Stewardship Sending Area Credit Agrecment, a Stewardship Easement Agreement and an Escrow Agreement (collectively, "SSA Agreements ") pertaining to the Stewardship Sending Area designated as BCI /BC.P /SI SSA 13; and WHEREAS, in accordance with the SSA Agreements, BCP /SI agreed to the elimination of land uses layers and implementation of land use management measures during the term of the Escrow Agreement; and WHEREAS, BCP /SI recorded a Notice of Interim Land Use Limitations in OR Book 455I, Page 473 of the Public Records of Collier County; and WHEREAS, Barron Collier Investments, Ltd. Merged into Barron Collier Partnership, LLLP by Articles of Merger filed December 30, 2013, and recorded January 6, 2014, in Official Records Book 4998, Page 865, of the Public Records of Collier County, Florida; and WHEREAS, BCP,'Sl desires to amend the Notice of Interim Land Use Restrictions. NOW TIIEREFORE, BCP /SI provides notice of the following changes: Section 4 of Exhibit B is hereby amended to read as follows: 4. Upon designation ofthe land described in Exhibit "A" as an SSA, the Owner shall not seek or request, and the County shall not grant or approve, any increase in the density or any additional uses beyond those specifically authorized in this Agreement. Seventy -five and two tenths (75.21 %) of the lands subject to this Agreement are within an HAS or FSA as dcpicted on the RLSA Overlay Map, ofticially entitled "Collier County Rural and Agricultural Arca Assessment Stewardship Overlay Map ". Upon designation of these lands as an SSA, the Owner shall neither seek nor request, and the County shall not in violation of Sections 4.08.06 A.2. and 3., thereafter grant or approve any expansion or conversion of a,z icultur al uses. Notwithstanding any condition herein to the contrary, this Agreement and the Stewardship easement shall terminate on December 15, 1 ",, 2017 unless the BC'I /BCP /SI SSA 13 Stewardship Credits have by that date been exchanged for entitlement of an SRA, and the SRA has received all necessary final and non - appealable local, state and federal permits other than a plat, site development plan or building permit, necessary to comn.encc construction of the SRA. All i 14 -Clot P -0093 5 r [!24 128/ 116 words s#H tt arc deleted and words nnder1incd arc added. Packet Page -1197- 11/18/2014 16.A.20. affirmative obligations and negative covenants contained in this Agreement and the Stewardship Easement shall be null and void upon such termination without further action from the parties hereto. Upon such termination the land shall revert to its underlying zoning classification as of the date of this Agreement, free and clear of any encumbrance from the Stewardship Easement. If requested by the Owner, Collier County shall provide a written release and termination of this Agreement and the Stewardship Easement for recording in the public records within fifteen (15) days of the request from the owner. Collier County shall update the overlay map to reflect the termination of BCl/BCP /SI SSA 13 or any SPA. 2. Except as amended herein, the Notice of Interim Land Use Limitations recorded in OR Book 4551, page 473, et. serf. remains in frill force and affect. 3. This Amendment shall be recorded in the Public Records of Collier County, Florida. {Remainder of Page Intentionally Left Blank) 14 -00 P-00935/11-74128/116 2 Words 4ffK4i4f+i are deleted and r.•ords ucderiined are nd ='cd Packet Page -1198- 11/18/2014 16.A.20. IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Notice of Interim Land Use Limitations by their duly authorized officers or representatives and their official seals hereto affixed the day and year first written above. WITNESS: kj, illf) (Signature) ," (Print Full Namc) WITNESS: (Signature). STATE OF ` COUNTY OF CAO\� vev. . BARRON COLLIER PARTNERSHIP, LLLP, a Florida limited liability limited partnership 1 Lamar Gable, authorized "Agent" pursuant to Designation of Authority recorded in Official Records Book 44I9, Page 1393, Public Records of Collier County, Florida The foregoing instrument was acknowledged before me this '&D day of oC.. -v" , 2014 by LAMAR GABLE, authorized "Agent" pursuant to Designation of Authority recorded in Official Records Book 4419, Page 1393, Public Records of Collier County, Florida, on behalf of BARRON COLLIER PARTNERSHIP, LLLP, a Florida limited liability limited partnership, who is personally known to me or who has produced as identification. (SEAL) .��f,,,:�.p.3I'••••-*V F 2QjFtal.. ex ssasM 9 n_ Notary Public Print Name My Commission Expires:( [14-00P-009351l 124 I28d ]5 3 Words if* tEtf" arc tic €ctcd and WOrdc underlinsd nr_c added_ Packet Page -1199- WITNESS: �-' 10. C �X , G (Signature) j pa M ( 't (Print Full Namc) WITNESS: (Signature) (Print Full Name)) STATE OF COUNTY OF 11/18/2014 16.A.20. BARRON COLLIER PARTNERSHIP, LLLP, a Florida limited liability limited partnership By: Bradley Boaz, authoriz "Agent' pur cant to Designation of Authority recorde ' , fficial Records Book 4419, Page 1393, Public Records of Collier County, Florida The foregoing instrument was acknowledged before me this3:�' day of �^r" , 2014 by BRADLEY BOAZ, authorized "Agent" pursuant to Designation of Authority recorded in Official Records Book 4419, Page 1393, Public Records of Collier County, Florida, on behalf of BARRON COLLIER PARTNERSHIP, LLLP, a Florida limited liability limited partnership, who is Personally onally known to me or who has produced as identification. (SEAL) • S� • �YY w 7E i FEE 16agW �rjtJlltl jJ114441�4�\ [14— CMP- 04935s'[ 124128/1]6 Notary Public , Print Name My Commission Expires: Clt� ---4.� -'�► Words strfeh 4m arc deleted and words underlined are added. Packet Page -1200- WITNESS: n f (Signature) (Print Full Namc) WITNESS: A.. '.-. (Signature) (Print Pull Namc) STATE OF COUNTY OF 11/18/2014 16.A.20. SERE, NOA INVESTMENTS, By: 4 - U - - Print Namc: Y' 0 a Print Title: Al An The foregoing instrument was acknowledged before me this �o day of '-✓' 2014 by kA- -,--� , as + , ��+. t.•— s (title) on behalf of SERENOA INVESTMENTS, INC., a Florida corporation, who is personally known to me or who has produced as identification. (SEAL) $7502 ©5 1 111Pi [14 -CHIP -00935 1I241281.6 Notary Public Print Narnc My Comtnissioti Expires: `LC3 -- - °- <� Words std -41m-A arc dLICIed and =cls underlined are added. Packet Page -1201-