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Agenda 06/28/2011 Item #16E 3 Agenda Changes Board of County Commissioners Meeting June 28, 2011 Withdraw Item 10F: Recommendation to approve a Resolution establishing an outdoor burning ban in the unincorporated areas of Collier County in accordance with Ordinance No. 2009-23, the Regulation of Outdoor Burning and Incendiary Devices during Drought Conditions Ordinance. (Staff's request) Move item 16BI to Item 13A: Recommendation for the Board of County Commissioners (BCe), acting as the Community Redevelopment Agency (CRA), to approve the relocation of Immokalee CRA Office, approve the master lease with Barron Collier Partnership, LLLP, and authorize the Chairman to sign the master lease agreement. (3120 15th Street North, Unit 2, Immokalee). (Commissioner Henning's request) Move Item 16E7 to Item lOG: Recommendation to approve a Final Management Plan for the Gordon River Greenway Preserve under the Conservation Collier Land Acquisition Program and direct the County Manager, or his designee, to implement the plan. (Commissioner Henning's request) Move Item 16A2 to Item 10H: Recommendation to approve the purchase of live (5) acres of unimproved property which will be required for the construction of a stormwater detention and treatment pond for Phase II of the Vanderhilt Beach Road Extension Project. Project No. 60168, Phase II (Fiscal Impact: $50,450) (Commissioner Hiller's request) Move Item 16Dl to Item 101: Recommendation to approve a waiver pursuant to CMA #5311(M), to authorize the Parks and Recreation Director's participation and service as a member of the Early Learning Coalition of Southwest Florida, Inc. Board of Directors. (Commissioner Hiller and Commissioner Coyle's separate requests) Move Item 16E3 to Item 1 OJ: Recommendation to authorize the Chairman to execute a letter to the South Florida Water Management District (SFWMD) giving Century Oil Inc., LLC permission to apply for a water use permit within the Caracara Prairie Preserve. (Commissioner Hiller and Commissioner Coyle's separate requests) Move Item 16A9 to Item lOK: Recommendation to authorize the use of the newly adopted "Warehouse" Road Impact Fee rate for the United Materials, Inc. expansion project, if the Building Permit for the proposed construction is applied for prior to the effective date of Septemher 1, 2011 for the new/revised land use rates. (Commissioner Hiller's request) Move Item 16E4 to Item 10L: Recommendation to conduct the Conservation Collier Annual Public Meeting to provide the Board of County Commissioners and public with an update on the Program's past activities. (Commissioner Coyle's request) 6/28/2011 Item 16.E.3. EXECllTlVE SUMMARY Recommendation to authorize the Chairman to execute a letter to the South Florida Water Management District (SFWMD) giving Century Oil Inc., LLC permission to apply for a water use permit within the Caracara Prairie Preserve. OBJECTIVE: To allow Century Oil ]nc., LLC the opportunity to apply for a SFWMD water use permit within the Caracara Prairie Preserve. CONSIDERATlONS: Collier County acquired the Caracara Prairie Preserve (formerly known as the Starnes property) on December 17, 2007. The mineral rights were not included in the sale of the property, and it was understood by all parties at the time ofthe closing that oil drilling would occur within the propelty, Century Oil Inc.. LLC has been hired by the mineral rights owners to drill for oil within Caracara Prairie Preserve. A water use well will be necessary to facilitate this oil drilling operation. Prior to drilling a water use well, Century Oil Inc.. LLC must apply for a SFWMD water use permit. The water use permit application will not be reviewed by SFWMD without the land-owner's consent. Therefore, staff has drafted the attached Jetter for the Chairman's signature granting Chris Stephens, of Earth Tech Environmental, permission to appiy for a water use permit at Caracara Prairie Preserve on behalf of Century Oil Inc., LLC. FISCAL IMPACT: There is no fiscal impact associated with this item. .-- LEGAL CONSIDERATIONS: This Executive Summary has been reviewed by the County Attorney's Office and is legally sufficient. A majority vote is required. - STW GROWTH MANAGEMENT IMPACT: There is no growth management impact associated with this item. RECOMMENDATION: That the Board of County Commissioners authorizes the Chairman to execute a letter to the South Florida Water Management District (SFWMD) giving Century Oil Inc., LLC permission to apply for a water use permit within the Caracara Prairie Preserve. Prepared By: Melissa Hennig, Principal Environmental Specialist. Department of Facilities Management Attachments: Letter of Authorization to SFWMD .-- Packet Page -1107- 6/28/2011 Item 16.E.3. COLLIER COUNTY Board of County Commissioners Item Number: 16.E.3. Item Summary: Recommendation to authorize the Chairman to execute a letter to the South Florida Water Management District (SFWMD) giving Century Oil Inc., LLC permission to apply for a water use permit within the Caracara Prairie Preserve. Meeting Date: 6/28/2011 Prepared By Name: HennigMelissa Title: Environmental Specialist. Principal,Facilities Management 6/6/2011 2:54:52 PM Submitted by Title: Environmental Specialist, Principa1.Facilities Management Name: HennigMelissa 6/6/2011 2:54:53 PM Approved By Name: CampSkip Title: Director - Facilities Management,Facilities Manage Date: 6/7/201 I 10:07:29 AM Name: SmithKristen Title: Administrative Secretary,Risk Managcment Date: 6/7/2011 10:07:38 AM Name: WilliamsSteven Title: Assistant County Attorney,County Attorney Date: 6/13/2011 9:26:54 AM Name: PriceLen Title: Administrator - Administrative Services. Date: 6/14/201] 8:31 :45 PM Packet Page -1108- Name: KlatzkowJeff Title: County Attorney, Date: 6/16/201] 11:11 :0] AM Name: Stanley Therese Title: ManagementlBudget Analyst, Senior,Office of Management & Budget Date: 6/17/20]] 10:20:26 AM Name: OchsLeo Tit]e: County Manager Date: 6/18/20115:50:11 PM Packet Page -1109- 6/28/2011 Item 16.E.3. 6/28/2011 Item 16.E.3. Board of Collier County Commissioners Donna Fiala District 1 Georgia A. Hiller, Esq. District 2 Tom Henning District 3 Fred W. Coyle District 4 Jim Coletta District 5 June 28, 20 I I Mr. Bill Foley South Florida Water Management District 2301 McGregor Boulevard Fort Myers. FL 33901 RE: Letter of Authorization Caracara Prairie Preserve Collier County Well No. 30-2 County: Collicr; Sec. 30 Twp. 465, Rgc. 28E Dear Mr. Foley: Please be adviscd that Chris Stephens, of Earth Tech Environmental, has been authorized to act on behalf of Century Oil Inc., LLC to apply for a water use permit at the Collier County owned Caracara Prairie Preserve. Please contact Melissa Hennig, Collier County Principal Environmcntal Specialist, at 239-252- 2957 if you have any questions concerning this matter. Sincerely, Fred Coyle, Chairman Collier County Board of County Commissioners CC: Ed Pollister (Century Oil Inc.) Mike Cheeseman (Trend Exploration) Chris Stephens (Earth Tcch Environmental) Melissa Hennig (Collicr County Conservation Collier Program) 3299 Tamiami Trail East, SUite 303' t'--'-- r'__'._ 0'" 0 "'^ ~39-252-ll1l97' FAX 239-252-3602 Packet Page -1110- CONSERVATION COLLIER TAX IDENTIFICATION NUMBER; 00053080200 & 00053080006 6/28/2011 Item 16.E.3. Jennifer A. BeJpedio, Esquire Office 01 the County Attorney 3301 East Tamlami Trail Naples, Florida 34112 (239) 774-8400 AGREEMENT FOR SALE AND PURCHASE THIS AGREEMENT is made and entered into by and between MARILYN H. ADKINS, AS TRUSTEE OF THE MARILYN H. ADKINS REVOCABLE TRUST U/DIT DATED JULY 8, 1997, an undivided one-eight (1/8) interest, whose address is 15232 Fiddlesticks Blvd, Ft. Myers, FL 33912, JOAN H. BICKEL, TRUSTEE OF THE JOAN H. BICKEL LIVING TRUST DATED MARCH 29, 2000. an undivided three-eights (3/8) interest. whose address is 15 Woodcreek Lane. Frisco, TX 75034, and HUGH E. STARNES AND JUDY A. STARNES, A1KJA JUDY ANN STARNES, husband and wife, an undivided one-half (1/2) interest, whose address is 3715 McGregor Boulevard, Fort Myers. FL 33901, (hereinafter collectively referred to as "Seller"), and COLLIER COUNTY, a political subdivision of the State of Florida. its successors and assigns, (hereinafter referred to as "County"). an undivided ninety-four point four (94.4%) percent interest, whose address is 3301 Tamiami Trail East. Naples, FL 34112. and CORKSCREW REGIONAL ECOSYSTEM WATERSHED LAND AND WATER TRUST, INCORPORATED, a Florida non profit corporation, (hereinafter referred to as "CREW), an undivided five point six (5.6%) percent interest, whose address is 23998 Corkscrew Road. Estero, FL 33928, (hereinafter collectively referred to as "Purchaser"). WITNESSETH WHEREAS. Seller is the owner of that certain parcel of real properly (hereinafter referred to as "Properly"), 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 Properly. subject to the conditions and other agreements hereinafter set forth, and Seller is agreeable to such sale and to such conditions and agreements. WHEREAS, in addition to the conditions and other agreements herein set forth. County will lease back the Properly to Hugh E. Starnes, (hereinafter referred to as "Lessee") subject to the terms of a valid and enforceable lease for cattle grazing. NOW, THEREFORE. and for and in consideration of the premises and the respective undertakings of the parties hereinafter set forth and the sum of Ten Dollars ($10.00). the receipt and sufficiency of which is hereby acknowledged. it is agreed as follows: 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 "A". II. PAYMENT OF PURCHASE PRICE 2.01 The purchase price (the "Purchase Price") for the Properly shall be Five Million Three Hundred Thirty Two Thousand Dollars and No/100 Dollars ($5,332,000.00), (U.S. Currency) payable at time of closing. 2.02 CREW shall deliver to County a check made payable to Collier County Board of County Commissioners in the amount of Three Hundred Thousand Dollars and No/100 Dollars ($300,000), (U.S. Currency) on or before the time of closing. III. CLOSING 3.01 The Properly shall be conveyed in its "as is. where is. with all faults" condition. subject only to the limited post-Closing warranties hereafter stated. 1 Packet Page -1111- 6/28/2011 Item 16.E.3. CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 00053080200 & 00053080006 3.02 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 Closing shall be held at the Collier County Attorney's Office. Administration Building, 3301 Tamiami Trail East. Naples, Florida. The procedure to be followed by the parties in connection with the Closing shall be as follows: 3.021 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 acknowiedged, in recordable form: 3.0211. Joan H. Bickel, Trustee of the Joan H. Bickel Living Trust dated March 29, 2000 (the "Bickel Trust"). shall execute and deliver a General Warranty Deed at Closin9 for the prorata share of the Property owned by the Bickel Trust. 3.0212 Marilyn H. Adkins, Trustee of the Marilyn H. Adkins Revocable Trust U/DrT dated July 8, 1997 (the "Adkins Trust"), shall execute and deliver a General Warranty Deed at Closing for the prorata share of the Property owned by the Adkins Trust. 3.0213 Hugh E. Starnes and Judy A. Starnes. a/kJa Judy Ann Starnes. husband and wife ("Starnes"). shall execute and deliver a General Warranty Deed at Closing for the prorata share of the Property owned by the Starnes. 3.0214 All above Warranty Deeds shall be in favor of the 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. 3.0215 Combined Purchaser-Seller closing statement. 30216 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. 3.0217 A W-9 Form. "Request for Taxpayer Identification and Certification" as required by the Internal Revenue Service. 3.0218 At Closing. Hugh E. Starnes shall execute, acknowledge and deliver to County, in recordable form, a valid and enforceable lease for cattle grazing. The terms of the executed lease shall be set forth in Exhibit "B", attached hereto. 3.022 At the Closing. the Purchaser, or its assignee, shall cause to be delivered to the Seller the followin9: 3.0221 A negotiable instrument (County Warrant) 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 2 Packet Page -1112- 6/28/2011 Item 16.E.3. CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 00053080200 & 00053080006 and to issue the Owner's title policy to Purchaser in accordance with the commitment immediately after the recording of the deed. 3.0222 Funds payable to the Seller representing the cash payment due at Closing in accordance with Article III hereof. shall be subject to adjustment for prorations as hereinafter set forth. 3.03 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 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. 3.04 Purchaser shall pay for the cost of recording the Warranty Deeds. 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 all 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. Purchaser shall obtain as evidence of title an AL T A Commitment for an Owner's Title Insurance Policy (AL T A Form B-1 970) 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. If 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 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 soie 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 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 3 Packetpage-1113- 6/28/2011 Item 16.E.3. CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 00053080200 & 00053080006 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, projection, or lack of legal access. 4.014 Reservations of oil, gas, and mineral rights that exist in the chain of title as well as applicable leases may affect Purchaser's use of Property for conservation purposes. Purchasers shall have fifty-five (55) days from the effective date of this Agreement to obtain releases of such rights to surface exploration and mining or to otherwise satisfy concerns that surface exploration and mining will not occur on Property. or to otherwise terminate this Agreement at no penalty. V. INSPECTION PERIOD 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. 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. 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. Seller shall be notified by Purchaser no less than twenty-four (24) hours prior to said inspection of the Property. 4 Packet Page -1114- 6/28/2011 Item 16.E.3. CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 00053080200 & 00053080006 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 Notwithstanding anything contained in the Agreement to the contrary. Seller has advised Purchaser that some or all of the oil, gas. minerals and hydrocarbons located at, in and under the Property (collectively. the "Minerals"), have been previously transferred only to the extent set forth in reservations recorded in the public records of Collier County and that to the best of Seller's knowledge there are no outstanding reservations, leases. or assignments of Mineral rights other than the Oil. Gas. and Mineral Lease. dated March 15, 2007. between Hugh E. Starnes and wife, Judy Ann Starnes and Wesley E. Williams. In any event. Sellers reserve for themselves and their respective heirs. beneficiaries. legal representatives, successors, and assigns, all of the Minerals not otherwise previously transferred. The Deed used to convey the Property shall contain similar reservation and the provisions hereof shall survive Closing. 7.02 Purchaser shall be entitled to full possession of the Property at Closing. but not inconsistent w~h the oil. gas mineral. or other reservations as set forth in Section 7.01. 7.03 At Closing, Seller shall execute. acknowledge and deliver to Purchaser, a valid and enforceable lease for cattle grazing. 7.04 CREW acknowledges and agrees that County has full authority under the terms of the lease described in Section 3.0218. These actions include. but are not limited to, negotiation and execution of the lease described in Section 3.0218 as properly executed by Seller. and to take any action reasonable and necessary as lessor of the Property. including a renewal of the lease term. 7.05 CREW hereby transfers and assigns to County all panther mitigation units that may be received from U.S. Fish and Wildlife Service. CREW acknowledges and agrees that it will reasonably cooperate with County to the extent necessary to ensure that County is eligible and able to receive the maximum panther mitigation un~s allowable. 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 2006 taxes, and shall be paid by Seller. IX. TERMINATION AND REMEDIES 9.01 If Seller shall have failed to perform any of the covenants andlor 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 Ten Thousand Dollars ($10.000.00) shall be paid to Seller as liqUidated damages which shall be Seller's sole and exclusive 5 Packet Page -1115- 6/28/2011 Item 16.E.3. CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 00053080200 & 00053080006 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 defaull 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. 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 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. 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 Section 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. 10.014 Seller represents that it has no knowledge of any actions. suits, claims. proceedings. litigation or investigations pending or threatened against Seiler. 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. 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. without any independent investigation, that it has no present, actual knowledge that: 1. Incinerators. septic tanks or cesspools are located on the Property; all waste. if any, is discharged into a public sanitary sewer system; 2. Any pollutants are or have been discharged from the Property, directly or indirectly into any bOdy of water; 6 Packet Page -1116- 6/28/2011 Item 16.E.3. CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 00053080200 & 00053080006 3. The Property has 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; 4. Hazardous or toxic substances are currently used in connection with the operation of the Property; 5. There is any pending proceeding or inquiry by any authority with respect thereto; 6. There is ground water contamination on the Property; 7. Storage tanks for gasoline or any other substances are or were located on the Property; 8. Any of the Property has been used as a sanitary landfill; 9. The Property and Seller's operations concerning the Property are in violation of any applicable Federal. State or local statute. law or regulation; 10. 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, a~erations 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. 10.018 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. ieasing, employment. service or other contracts affecting the Property. 10.019 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. 10.020 Seller acknowledges and agrees that Purchaser is entering into this Agreement based upon Seller's representations stated above and on the understanding that Seller will not cause the zoning or physical condition of the Property to change from its existing state on the effective date of this Agreement up to and including the Date of Closing. Therefore. Seller agrees not to enter into any contracts or agreements 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. 10.021 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 for a period of one (1) year. Each of the foregoing representations is made to Seller's actual, current knowledge but without any investigations or analysis and Purchaser is encouraged to engage such inspectors and environmental site assessors as Purchasers requires in order to independently verify the condition of the Property within the Inspection Period. -1 Packet Page -1117- CONSERVATION COLLIER TAX IDENTIFICATION NUMBER; 00053080200 & 000530aOOOS 6/28/2011 Item 16.E.3. 10.022 Seller agrees to indemnify. reimburse, delend and hold Purchaser harmless lrom any and all costs (including attorney's lees) asserted against, imposed on or incurred by Purchaser. directly or indirectly. pursuant to or in connection with the breach of any 01 Seller's representations provided above. This provision and the rights 01 Purchaser, hereunder. shall survive Closing lor a period 01 one (1) year. 10.023 Any loss andlor damage to the Property between the date 01 this Agreement and the date 01 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 lacsimile with automated confirmation of receipt, or by registered, or certified mail. return receipt requested. postage prepaid, addressed as lollows: II to Purchaser: II to Purchaser: Wrth a copy to: lito Seller: lito Seller: lito Seller: Alexandra Sulecki. Coordinator Conservation Collier Land Acquisition Program Collier County Facilities Department 3301 Tamiami Trail East Naples, Florida 34112 Dr. John Murray. Executive Director Corkscrew Regional Ecosystem Watershed Land & Water, Trust, Inc. 23998 Corkscrew Road Estero, FL 33928 Telephone number: 239-657-2253 Fax number: 239-657-8392 Cindy M. Erb, Senior Property Acquisition Specialist Collier County Real Estate Services Administration Building 3301 Tamiami Trail East Naples. Florida 34112 Telephone number: 239-774-8991 Fax number: 239-774-8876 Marilyn H. Adkins, Tr. 15232 Fiddlesticks Blvd. Fort Myers. FL 33912 Telephone number: 239-768-0993 Fax number: ;,) IA Joan H. Bickel, Tr. 15 Woodcreek Lane Frisco, TX 75034 Telephone number: 972-625-2279 Fax number: N I ~ Hugh E. & Judy A. Starnes 3715 McGregor Boulevard Fort Myers. FL 33901 Telephone number: 239-335-2257 Fax number: 239-335-2586 11.02 The addressees and numbers for the purpose of this Article may be changed by either party by giving written notice 01 such change to the other party in the manner provided herein. For the purpose 01 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. B Packet Page -1118- 6/28/2011 Item 16.E.3. CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 00053080200 & 00053080006 XII. REAL ESTATE BROKERS 12.01 Any and all brokerage commissions or fees shail be the soie responsibiiity of the Seiler. Seller shail indemnify Purchaser and hold Purchaser harmless from and against any claim or liability for commission or fees to any broker or any other person or party claiming to have been engaged by Seller as a real estate 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 shail 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 shail not bind any of the parties hereof unless such amendment is in writing and executed and dated by Purchaser and Seiler. Any amendment to this Agreement shail be binding upon Purchaser and Seiler 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 shail 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 shail be applicable only to the specific instance to which it is related and shail 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 shail be extended to the next succeeding business day. 13.08 Seiler 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. 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 shail 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 Coilier County. (If the corporation is registered with the Federal Securities Exchange Commission or registered pursuant to Chapter 517. Fiorida 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. 9 Packet Page -1119- 6/28/2011 Item 16.E.3. CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 00053080200 & 00053080006 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 IN WITNESS WHEREOF, the parties hereto have signed below. Dated Project/Acquisition Approved by BCC: 7/'-1/ AVO 7 c1gJ.ilIU ) Ie 77L /C Ii AS TO PURCHASER: ATTEST: DWIGHT E. BROCK, Clerk BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA Jb{~Q. n C ~'~\(~: ~Lili1 roL4.S'lCt ~C- .. ....... atw$.td to OI&t~iuty Clerk . ,0 stonatUl't ",,1, 'v,. . .,- ". "" A~l'O PURCHASER: 1;",Jt{\:f,''.'' BY:~ JA~ C A, Chairman DATED: 1-31-01 WITNESSES: CORKSCREW REGIONAL ECOSYSTEM WATERSHED LAND AND WATER TRUST, INCORPORATED, a Florida non prom corporation D~'~L~ (Signature) 'J)1l--lf\\-\ JOt+NSC>~ (Printed Name) {jJ~ <Ld ~ (Signature) , CillZ.'S7I-.J,;;;: :So ~fl..fZ..y (Printed Name) BY/~~~ Ray Jud , , IRnan Packet Page -1120- 6/28/2011 Item 16. E.3. CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 00053080200 & 00053080006 AS TO SELLER: DATED: 7 ..c;-. 0'" WITNESSES: RECEIVED JUL - 6 2001 REAL ESTATE SERVICES ~-=E::v,---:J; . ,00. /"" -, (Signature) 'beUcf- 13. Ih:'Dkfi, (Printed Name) (,./J:, ---""5-Z ,'''Z- (' (:, ~ --.., ~-,- ..... (Signature) ,--S;0>wr~/ ?fJ}P-7) (Printed Name) I. " ; ,I BY: . i-Jv( (J~~ HUGH E. STARNE AS TO SELLER: DATED: '7 . 5 - ~-7 WITNESSES: -.....f--2.. .~..-,/, .F - , '-'~"----'---l G--r..... t:.- (Signature) BY: JUDY I "! '~f~ ES ;;k1a JUDY AN~ STARNES Dt')L-i{'f. '~3. (Printed NalJle), 1 j.jlc, ",<A \..... (Signature) r';:~, ___ f-----) /-', ,{:::........ ~~;..>...,-,.f' I jjf'>1/f (Printed Name) Packet Page -1121- 6/28/2011 Item 16.E.3. CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 00053080200 & 00053080006 AS TO SELLER: DATED: ;;~ //5- cJ '7 WITNESSES: ~/AI I? J/tdUP#ceA--- ignature) v CI1' 1M u~; 1I,.h',1 t. I.. Yfi If-(,z (Printed Name) l ~ I{/1JM-/u.--- (Si ture) ~ --J l(.t'v L. G.+U/J 6 rf,E---A- (Printed !<lame) , BY:~~~';(/ (/~ R L YN . ADKINS, AS TRUSTEE OF THE MARILYN H. ADKINS REVOCABLE TRUST UlDrT DATED JULY 8, 1997 Packet Page -1122- n. 7 6/28/2011 Item 16.E.3. CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 00053080200 & 00053080006 AS TO SELLER: DATED: '5"1.,, > . ...., c,,\ WITNESSES: ~- -, So.lV>. t.., (s-rgrt'~;;;;f- L,"R Sc.h.MF- (Printed Name) BY: ~""a= ~ :e:. ~' J H. BICKEL. TRUSTEE o THE JOAN H. BICKEL LIVING TRUST DATED MARCH 29, 2000 ~........---,,-------....... (Signature) .... 5\.lzC\ n(tL ~':J (Printed Name) ApprDved as tD fDrm and legal sufficiency: ~p~ ~~ Jen er A. elp 'D Assistant CDunty tlDmey 13 Packet Page -1123- /')1# 6/28/2011 Item 16.E.3. CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 00053080200 & 00053080006 EXHIBIT "A" PROPERTY TAX IDENTIFICATION NUMBER: 00053080006 LEGAL DESCRIPTION: WEST HALF (W112) OF SECTION 30, TOWNSHIP 46 SOUTH, RANGE 28 EAST, OF COLLIER COUNTY, FLORIDA. AND PROPERTY TAX IDENTIFICATION NUMBER: 00053080200 LEGAL DESCRIPTION: NORTHWEST QUARTER (NW1/4) OF NORTHEAST QUARTER (NE1/4) OF SECTION 30, TOWNSHIP 46 SOUTH, RANGE 28 EAST, OF COLLIER COUNTY. FLORIDA_ EXCEPT SELLERS RESERVE ANY OIL, GAS, AND MINERAL. RIGHTS OWNED BY THEM AS SET FORTH IN ANY PREVIOUSLY RECORDED DEED. 14 Packet Page -1124-