Agenda 01/25/2011 Item #10F
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EXECUTIVE SUMMARY
Recommendation to approve an Agreement for Sale and Purchase with Manuel
Palacios and Aida Jauregui for 4.06 acres under the Conservation Collier Land
Acquisition Program at a cost not to exceed $25,000.
OBJECTIVE: To purchase a 4.06 acre parcel within the Red Maple Swamp Preserve Multi-
parcel Project from Manuel Palacios and Aida Jauregui (Sellers).
CONSIDERATIONS: On January 27, 2004, Agenda Item 10A, the 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 Red Maple Swamp Preserve Multi-
parcel Project due to rising property costs. On January 29, 2008, Agenda Item 10F, the Board
accepted CCLAAC's recommended AAL reactivating and placing the Red Maple Swamp
Preserve Multi-parcel Project on the "A" list.
The Red Maple Swamp Preserve Multi-parcel Project consists of 107 parcels and a total of
305.69 acres. To date, Conservation Collier has acquired 61 parcels consisting of a total of
174.70 acres and two parcels totaling 9.17 acres owned by Corkscrew Regional Ecosystem.
Staff contracted with two independent, state-certified, general real estate appraisal firms to
appraise all parcels within the Red Maple Swamp Preserve Multi-parcel Project. The appraisers
based their analyses on comparable sales from wetland, not upland parcels, preferably within
the Red Maple Swamp Preserve Multi-parcel Project boundaries. The appraisals dated
September 2009 provided an averaged appraised value for parcels more than 2.5 acres within
the Red Maple Swamp Preserve Multi-parcel Project at $6,000 an acre. On July 12, 2010, the
CCLAAC recommended extending offers to owners at the October 2009 appraisal values. The
cost to obtain new appraisals is $8,000. Based on the slight decline in land values and the
number of interested property owners last year, the CCLAAC determined that the most cost
effective approach is to utilize the 2009 appraisal values.
The Sellers' property contains a total of 4.06 acres and is located within the Red Maple Swamp
Preserve Multi-parcel Project. The land cost for the 4.06 acre parcel is $24,360. The Property
Appraiser's 2010 Tax Roll assessed value for this property is $14,210.
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 $121.80 in
liquidated damages.
At the December 13, 2010 CCLAAC meeting, staff presented financial data and projections that
indicated a projected deficit in the Land Management Fund and recommended immediate
suspension of acquisition activities. The CCLAAC recommends moving forward with this and
three other properties already under contract citing that both the acquisition and land
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management costs for these properties are low, they are all part of multi"parcel projects, and the
contracts for these properties have already been negotiated.
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 $25,000 ($24,360 for the
property and approximately $640 for the title commitment, title policy, and recording of
documents). The funds will be withdrawn from the Conservation Collier Trust Fund (172). As
of November 8, 2010, property costs for Conservation Collier properties, including this property
and those under contract, total $104,192,553.02. 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 reviewed and approved by the County
Attorney's Office and is legally sufficient. - JBW
RECOMMENDATION: That the Board: 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 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, SRlWA, Senior Property Acquisition Specialist, Real Property
Management, Department of Facilities Management
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1/2S/2011Item lO.F.
COLLIER COUNTY
Board of County Commissioners
Item Number: lO.F.
Item Summary: Recommendation to approve an Agreement for Sale and Purchase with
Manuel Palacios and Aida Jauregui for 4.06 acres under the Conservation Collier land
Acquisition Program at a cost not to exceed $25,000.
Meeting Date: 1/25/2011
Prepared By
Name: ErbCindy
Title: Property Acquisition Specialist, Senior,Facilities
1/4/201110:15:28 AM
Submitted by
Title: Property Acquisition Specialist, Senior,Facilities
Name: ErbCindy
1/4/201110:15:29 AM
Approved By
Name: SmithKristen
Title: Administrative Secretary,Risk Management
Date: 1/11/2011 2:31: 12 PM
Name: MottToni
Title: Manager - Property Acquisition & Const M,Facilitie
Date: 1/11/20113:29:29 PM
Name:lIenmcr~elissa
Title: Environmental Specialist, Principal,Facilities Management
Date: 1/11/20113:31:49 PM
Name: CampSkip
Title: Director - Facilities Management,Facilities Manage
Date: 1/11/20114:46:23 PM
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1/2S/2011Itern lO.F.
Name: SuleckiAlexandra
Title: Environmental Specialist, Senior,Facilities Manage
Date: 1/13/20119:01:08 AM
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Name: WhiteJennifer
Title: Assistant County Attorney,County Attorney
Date: 1/13/201110:28:15 AM
Name: PriceLen
Title: Administrator - Administrative Services,
Date: 1/13/2011 5:31:12 PM
Name: KlatzkowJeff
Title: County Attorney,
Date: 1/14/201111:56:49 AM
Name: BrockMary
Title: Executive Secretary to County Manager, CMO
Date: 1/18/201111:19:09AM
Name: SheffieldMichael
Title: Manager-Business Operations, CMO
Date: 1/18/2011 4:23:30 PM
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Conservation Collier Land Acquisition Program
Project Design Report
Date: November 8, 2010
Conservation Collier: NGGE Unit 531 Red Maple Swamp
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1/2S/2011Itern lO.F.
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Property Owner: Manual Palacios and Aida Jauregui
Folio~): 39492720008
Location: East 150 Feet of Tract 31, GOLDEN GATE EST UNIT 53
Size: 4.06 acres
Appraisal/Offer Amount: $24,360
Historv ofProiect:
Project Project halted Project Purchase offer Offer
Approved for by Bee resumed made to Accepted
purchase by by Bee owner
Bee
1/27/04 9/26/06 1/29/08 8/2/10 8/19/10
Purpose ofProiect: Conservation Collier
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Pro2ram Qualifications:
This is one of a number of parcels approved for acquisition that are part of a larger, multi-
parcel, multi-owner project known both as the Red Maple Swamp Preserve Project and as
North Golden Gate Estates (NGGE) Unit 53. This parcel was considered in context of the
whole project. The following identifies the ecological value, significance for water
resources, human values and aesthetics, vulnerability to development and management
potential for this project. The entire project area is 305.69 acres, and there are currently
171.97 acres (or 56%) within the project area acquired by Conservation Collier. Another
7.28 acres (4 parcels) are currently scheduled for closings.
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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). 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.
A native terrestrial orchid species State listed as 1breatened, Wild Coco (Eulophia alta)
and a fern species, Royal fern (Osmunda regalis) listed by the State as Commercially
Exploited were observed in abundance. No listed wildlife species were observed,
however, the entire unit is directly adjacent to Priority One Panther Habitat, as designated
by the Florida Fish and Wildlife Conservation Commission. Black bear, another listed
species, are known to inhabit adjoining public lands. Wetland dependant bird species
have been observed on site.
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NGGE Unit 53 is connected on its north and west sides with the Florida Forever
Corkscrew Regional Ecosystem Watershed (CREW) Project, a "Group A" (priority)
project on the state's Florida Forever Acquisition List encompassing 69,500 acres. See
the attached map taken from a March 2010 Florida Forever annual report with NGGE
Unit 53 identified as "Red Maple Swamp Preserve." Surrounding lands include South
Florida Water Management District (SFWMD) lands, the CREW Trust conservation
lands, the Audubon Corkscrew Sanctuary, 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 lands. The acquisition of lands within NGGE Unit 53
will 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
5 miles of hiking trails have been created by SFWMD. Staff will coordinate with
SFWMD when planning for public access to NGGE Unit 53 lands.
Pro'jected Mana2ement Activities:
Removal of exotic plants, grading out portions of existing limerock roads (except for
those portions necessary to public access), construction of trails, parking and placement
of fencing and signage are projected management activities. An Interim Management
Plan (IMP) has been drafted and approved, however, the existence of the boardwalk and
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trail system on adjoining SFWMD lands was not known at that point in time and a
potential partnership was not contemplated. Any partnerships, including potential road
improvements, will be included in a Final Management Plan and brought to the Board of
County Commissioners for review and approval. Pursuant to the approved IMP, active
management of the parcels will begin once enough contiguous parcels have been
acquired to make management actions cost effective.
Corkscrew Regional Ecosystem Watershed. Group A1Full Fee/Less Than Fee
CORKSCRB\T REGIONAL ECOSYSTEM WATERSHED
LEE AND COLLIER COUNTTES
D i=l~~d3 F('fe,;er E"OT P~oject Eoun-ti3!Y
11II kq',m~d for c.e!'iti~t;,.JtiofiiFEe Sinipl&~.
_ Eu~r.!ial Pt;H:t':i~) RemCiining:
D OO~I. FlonJa F()fe....et ec-T Pmwcts
C'ttt~l COn$~1\?3tfur. L!11'1oS
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OcrOSER 2009
111
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Source: http://www.dep.state.fl.us/lands/FFAnnual/B Corkscrew.pdf
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CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER: 39492720008
1/2S/2011Itern lO.F.
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AGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT is made and entered into by and between MANUEL
PALACIOS, a married man, AND AIDA JAUREGUI, a married woman, whose
address is 4740 NW 191st Street, Miami Gardens, FL 33055-2565, (hereinafter
referred to as "Seller"), and COLLIER COUNTY, a political subdivision of the State of
Florida. its successors and assigns, whose address is 3301 Tamiami Trail East, Naples.
FL 34112, (hereinafter referred to as "Purcha.ser").
WITNESSETH
WHEREAS, Seller is the owner of that certain parcel of real property (hereinafter
referred to as "Property"), located in Collier County, State of Florida, and being more
particularly described in Exhibit "A". attached hereto and made a part hereof by
reference.
WHEREAS, Purchaser is desirous of purchasing the Property, subject to the conditions
and other agreements hereinafter set forth, and Seller is agreeable to such sale and to
such conditions and agreements.
NOW, THEREFORE, and for and in consideration of the premises and the respective
undertakings of the parties hereinafter set forth and the sum of Ten Dollars ($10.00), the .
receipt and sufficiency of which is hereby acknowiedged, it is agreed as foiiows:
I. AGREEMENT
1.01 In consideration of the purchase price and upon the terms and conditions
hereinafter set forth, Seller shall sell to Purchaser and Purchaser shall purchase
.from Seller the Property. described in Exhibit "Alt.
II. PAYMENT OF PURCHASE PRICE
2.01 The purchase price (the "Purchase Pricell) for the Property shall be Twenty
Four Thousand Three Hundred Sixty Dollars and 001100 dollars ($24,360.00),
(U.S. Currency) payable at time of closing.
III. CLOSING
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 the
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 shall be held at the Collier County Attorney's Office, Administration
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CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER: 39492720008
Building, 3301 Tamiami Trail East, Naples, Florida. The procedure to be followed
by the parties in connection with the Closing shall be as follows:
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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.
3.0112 Combined Purchaser-Seller closing statement.
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3.0113 A "Gap." Tax Proration, Owner's and Non-Foreign Affidavit," as
required by Section 1445 of the Internal Revenue Code and as required
by the title insurance underwriter in order to insure the "gap" and issue
the policy contemplated by the title insurance commitment.
3.0114 A Vv-9 Form, "Request for Taxpayer identification and
Certification" as required by the Internal Revenue Service.
3.012 At the Closing, the Purchaser, or its assignee, shall cause to be delivered to
the Seller the following:
3.0121 A wire transfer or negotiable instrument in an amount equal to
the Purchase Price. No funds shall be disbursed to Seller until the Title
Company verifies that the state of the title to the Property has not
changed adversely since the date of the last endorsement to the
commitment, referenced in Section 4.011 thereto, and the Title Company
is irrevocably committed to pay the Purchase Price to Seller and to issue
the Owner's title policy 'to Purchaser in accordance with the commitment
immediately after the recording of the deed.
3.0122 Funds payable to the Seller representing the cash payment due
at Closing in accordance with Article III hereof, shall be subject to
adjustment for prorations as hereinafter set forth.
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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,
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
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CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER: 39492720008
1/2S/2011Itern lO.F.
pursuant to the Commitment provided for in Section 4.011 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. If 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 the case may be, shall
perform the following within the times stated, which shall be conditions precedent
to the Closing;
4.011 Within fifteen (15) days after the date hereof, Purc~aser shall obtain as
evidence of title an ALTA Commitment for an Owner's Title Insurance Policy
(ALTA Form 8-1970) covering the Property, together with hard copies of all
exceptions shown thereon. Purchaser shall have thirty (3Q) 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. If the title commitment contains
exceptions that maKe the titie unmarketable, Purchaser shali deiiver to the
Seller written notice of its intention to waive the applicable contingencies or to
terminate this Agreement.
4.012 If Purchaser shall fail to advise the Seller in writing of any such
objections in Seller's title in the manner herein required by this Agreement, the
title shall be deemed acceptable. Upon notification of Purchaser's objection to
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. In 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.
4.013 Seller agrees to furnish any existing surveys of the Property in Seller's
possession to Purchaser within 10 (ten) days of the effective date of this
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 the total acreage referenced in Exhibit "A," unless the difference in
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CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER: 39492720008
1/2S/2011Item lO.F.
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acreage revealed by survey exceeds 5% of the overall acreage. If 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 (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 accept the
Property as it then is, waiving any objection to the encroachment, or projection,
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
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5.01 Purchaser shall have one hundred and twenty (120) days from the date of this
Agreement, ("Inspection 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.
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5.02 If 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
Inspection Period, written notice of its intention to waive the applicable
contingencies or to terminate this Agreement. If Purchaser fails to notify the Seller
in writing of its specific objections as provided herein within the Inspection Period,
it shall be deemed that the Purchaser is satisfied with the results of its
investigations and the contingencies of this Article V shall be deemed waived. In
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.
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CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER: 39492720008
1/2S/2011Itern lO.F.
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.
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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 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 2009 taxes, and shall be
paid by Seller.
iX. TERMiNATION AND REMEDiES
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9.01 If 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 equity to
a contract vendee, including the right to seek specific performance of this
Agreement.
9.02 If 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 (1/2%) 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 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.
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CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER: 39492720008
1/2S/2011Itern lO.F.
. 9.03 The parties acknowledge that the remedies described herein and in the
other provisions of this Agreement provide mut~ally 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 WARRANTIES
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 presently the subject of a pending,
threatened or contemplated bankruptcy proceeding.
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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 shaii 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.
10.014 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. 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 Purch~ser 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.
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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. .
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CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER: 39492720008
1/2S/2011Item lO.F.
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 indirectly
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 represents 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 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 Property in
order to compiy with any iaws, 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, construction, advertising, management,
leasing, employment, service or other contracts affecting 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
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 effective date of this
Agreement up to and including the Date of Closing. Therefore, Seller agrees
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.
.
.
CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER: 39492720008
1/2S/2011Itern lO.F.
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 change
the 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 representations
and of any notice or proposed change in the zoning, or any other action or
notice, that may be proposed or promulgated by any third parties or any
governmental authorities having jurisdiction of the development of the property
which may restrict or change any other condition of the Property.
10.022 At the Closing, Seller shall deliver to Purchaser a statement
(hereinafter called the "Closing Representative Statement") reasserting 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 ("SARAn), 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 Seller's 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:
If to Purchaser:
Alexandra Sulecki, Coordinator
Conservation Collier Land Acquisition Program
Collier County Facilities Department
3301 Tamiami Trail East - Building W
Naples, Florida 34112
8
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CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER: 39492720008
1/2S/2011Item lO.F.
With a copy to:
Cindy M. Erb, SRNVA, Senior Property Acquisition Specialist
Collier County Real Property Management
3301 Tamiami Trail East - Building W
Naples, Florida 34112
Telephone number: 239-252-8991
Fax number: 239-252-8876
.
If to Seller:
Manuel Palacios
Aida Jauregui
4740 NW 191st Street
Miami Gardens, FL 33055-2565
Telephone number: 561-383-6801
Fax number:
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 Seiier. Seiier shaii indemnify Purchaser and hoid Purchaser harmiess 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 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 to this Agreement shall be binding upon Purchaser and
Seller as soon as it has been executed by both parties. .
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.
.
.
.
CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER: 39492720008
1/2S/2011Item lO.F.
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
to such provision or a waiver as to any other provision.
13.07 If 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 ~oard of County
Commissioners of Collier County, Florida.
13.09 If the Seller holds the Property in the form of a partnership, limited
partnership, corporation, trust or any form of representative capacity whatsoever
for others, Seiler shaii make a written public disciosure, 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. (If 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.
10
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CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER: 39492720008
1/2S/2011Itern lO.F.
.
IN WITNESS WHEREOF, the parties hereto have signed below.
Dated Project/Acquisition Approved by BCC:
AS TO PURCHASER:
DATED:
ATTEST:
DWIGHT E. BROCK, Clerk
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY. FLORIDA
BY:
. Deputy Clerk
FRED W. COYLE, Chairman
Approved as to form and
legal sufficiency:
~~\;:)\~
Jennifer1P'White
Assistant County Attorney
.
AS TO SELLER:
DATED: ') - ~3 - i iJ
WITNESSES:
cft,~jL;J
(Signa,r~/
~a s- &;()rJ~5
(Printed Name)
~
b
(Signature)
/)n 5 ~/ J'11. 0 {l,eGM e
(Printed Name)
.
11
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.
CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER: 39492720008
1/2S/2011Itern lO.F.
. AS TO SELLER:
DATED: t)-.J.S- 10
.
.
WITNESSES:
cae;) j~
(Signature) /
~itfj 5. 15(Z1'h?~.
(Printed Name)
~~
A Y15E 1m 0 (! ref: n1 (.,
(Printed Name)
AIDA JAa-~~r
12
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CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER: 39492720008
1/2S/2011Item lO.F.
.
EXHIBIT "A"
LEGAL DESCRIPTION:
THE EAST 150 FEET OF TRACT 31, GOLDEN GATE
ESTATES, UNIT NO. 53, ACCORDING TO PLAT THEREOF
AS RECORDED IN PLAT BOOK 7, PAGE 93 OF THE PUBLIC
RECORDS OF COLLIER COUNTY, FLORIDA.
PROPERTY' iDENTiFiCATiON NUMBER: 39492720008
.
4.06 acres
.
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