Agenda 03/26/2019 Item #16D 116.D.1
03/26/2019
EXECUTIVE SUMMARY
Recommendation to approve an agreement for sale and purchase with Richard Franklin Berman,
Trustee, of the Richard Franklin Berman Revocable Trust of 2012, for approximately 2.34 acres
under the Conservation Collier Land Acquisition Program, at a cost not to exceed $19,500.
OBJECTIVE: To purchase approximately 2.34 acres from Richard Franklin Berman, as Trustee of the
Richard Franklin Berman Revocable Trust of 2012 (Seller).
CONSIDERATIONS: On April 24, 2018, Agenda Item #11B, the Board of County Commissioners
(Board) approved a Conservation Collier Land Acquisition Advisory Committee (CCLAAC)
recommended Cycle 9 Active Acquisition List (AAL). On January 22, 2019, Agenda Item #11A, the
Board directed staff to actively pursue acquisition of three (3) properties which had previously been
approved on the Cycle 9 AAL. Offer letters were sent; this agenda item is specific to the acceptance of the
offer by Seller.
The Seller's property contains approximately 2.34 acres located adjacent to the recently acquired Gore
properties located off Desoto Blvd. The property is within Golden Gate Estates, Unit 91.
In accordance with the approved Conservation Collier Purchasing Policy, the purchase price of $18,500
was based upon an appraisal prepared by an independent, state -certified, general real estate appraiser. The
cost to obtain appraisal was $350.
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 $92.50 in liquidated damages.
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 $19,500 ($18,500 for the property, $350
for the appraisal, and approximately $650 for the title commitments, title policy, and recording of
documents). The funds will be withdrawn from the Conservation Collier Trust Fund (172). As of
February 28, 2019, property costs for Conservation Collier properties, including this property and those
under contract, total $105,143,902. Estimated costs of maintenance in perpetuity have been considered by
the CCLAAC and have been incorporated into the Conservation Collier Long Term Financial
Management Plan.
GROWTH MANAGEMENT IMPACT: Fee simple acquisition of conservation lands is consistent with
and supports Policy 1.3.1(e) in the Conservation and Coastal Management Element of the Collier County
Growth Management Plan.
LEGAL CONSIDERATIONS: This Item has been approved for form and legality and requires majority
vote for approval. -JAB
RECOMMENDATION: To:
1) Approve the attached Agreement and accepts the Warranty Deed once it has been received and
approved by the County Attorney's Office; 2) Authorize the Chairman to execute the Agreement and any
and all other County Attorney's Office approved documents related to this transaction; 3) Authorize the
County Manager or his designee to prepare related vouchers and Warrants for payment; and 4) Direct the
County Manager or his designee to proceed to acquire this parcel, to follow all appropriate closing
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03/26/2019
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; and 5) Authorize any
necessary Budget Amendments.
Prepared By: Cindy M. Erb, SR/WA, Senior Property Acquisition Specialist, Division of Facilities
Management
ATTACHMENT(S)
1. Project Design Report - BCC - Berman Tr 2-19-19 (PDF)
2. Signed Agreement (PDF)
16.D.1
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16.D.1
03/26/2019
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.D.1
Doe ID: 8064
Item Summary: Recommendation to approve an agreement for sale and purchase with Richard
Franklin Berman, Trustee, of the Richard Franklin Berman Revocable Trust of 2012, for approximately
2.34 acres under the Conservation Collier Land Acquisition Program, at a cost not to exceed $19,500.
Meeting Date: 03/26/2019
Prepared by:
Title: Property Acquisition Specialist, Senior — Facilities Management
Name: Cindy Erb
02/20/2019 8:35 AM
Submitted by:
Title: Director - Facilities Management — Facilities Management
Name: Damon Grant
02/20/2019 8:35 AM
Approved By:
Review:
Parks & Recreation
Ilonka Washburn
Additional Reviewer
Parks & Recreation
Barry Williams
Additional Reviewer
Facilities Management
Toni Mott
Additional Reviewer
Parks & Recreation
Jeanine McPherson
Additional Reviewer
Parks & Recreation
Summer BrownAraque
Additional Reviewer
Facilities Management
Damon Grant
Director - Facilities
Public Services Department
Kimberley Grant
Level 1 Reviewer
Public Utilities Department
Dan Rodriguez
Additional Reviewer
Public Services Department
Todd Henry
Level 1 Division Reviewer
County Attorney's Office
Jennifer Belpedio
Level 2 Attorney of Record Review
Public Services Department
Steve Carnell
Level 2 Division Administrator Review
Office of Management and Budget
Valerie Fleming
Level 3 OMB Gatekeeper Review
County Attorney's Office
Jeffrey A. Klatzkow Level 3 County Attorney's Office Review
Budget and Management Office
Ed Finn
Additional Reviewer
County Manager's Office
Nick Casalanguida
Level 4 County Manager Review
Board of County Commissioners
MaryJo Brock
Meeting Pending
Completed
02/20/2019 11:15 AM
Completed
02/20/2019 11:34 AM
Completed
02/20/2019 11:54 AM
Completed
02/21/2019 6:41 PM
Completed
02/22/2019 9:45 AM
Completed
02/25/2019 10:20 AM
Completed
02/25/2019 12:44 PM
Completed
02/26/2019 4:08 PM
Completed
03/04/2019 2:22 PM
Completed
03/05/2019 9:19 AM
Completed
03/12/2019 11:29 AM
Completed
03/13/2019 10:58 AM
Completed
03/13/2019 4:21 PM
Completed
03/15/2019 12:22 PM
Completed
03/17/2019 7:44 PM
03/26/2019 9:00 AM
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16.D.1.a
Conservation Collier Land Acquisition Program
Project Design Report
Date: March 26, 2019
Conservation Collier: Berman Location Map
1 1-75 Proiect
0 o ff o s i M.ias
i
Berman Trust -1-75 - 2.34 acres
GoreHoldings
s
Property Owner: Richard Franklin Berman, Trustee, of the Richard Franklin Berman
Revocable Trust of 2012
Folio(s): 41506800006
Location: NORTH GOLDEN GATE EST UNIT 91 N 150FT OF TR 76
Size: 2.34 acres
Appraisal/Offer Amount: $18,500
History of Project:
Application
Project
Purchase
Offer
submitted
Approved for
offer made to
Accepted
purchase by
owners
BCC
6/21/2017
1/22/2019
1/22/2019
1/24/2019
Purpose of Proiect: Environmental Conservation — Conservation Collier Program
Proiram Qualifications:
This parcel is connected across Desoto Blvd with the Gore parcels acquired by the
Conservation Collier program in November 2018. The Berman parcel was considered due
to its proximity to the 168.87 -acre Gore project. The Berman project met 5 out of 6 Initial
Screening Criteria identified in the Conservation Collier Ordinance, No. 2007-65, as
amended, including presence of native habitat, potential for nature -based recreational and
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16.D.1.a
educational opportunities, protection of water resource values and wetland dependent
species habitat, presence of significant biological/ecological values, listed species habitat,
connectivity and restoration potential.
Unique and Endangered Plant Communities
Many of the plants observed in the central and eastern portions of the parcel are obligate and
facultative wetland plant species, with more upland species dominating the western side of
the parcel. This observation loosely corresponds to mapped soil types, indicating that the
historic native plant communities are still present.
Potential access for nature -based recreation, and enhancement of the aesthetic setting of
Collier County
This parcel offers access from DeSoto Blvd — a paved public road. This property could
accommodate outdoor recreation, particularly due to the proximity to the Gore project.
Opportunities for protection of water resource values, including aquifer recharge, water
quality enhancement, protection of wetland dependent species habitat, and flood control
The parcel has many wetland dependent plant species and contains karst topography, which
is a wetland indicator, despite soils that indicate that wetlands may also be seasonal. The
Berman parcel has a developed property connected to its eastern edge and may provide some
minor level of flood control for that property. The parcel provides minimal water quality
enhancement beyond accommodating sheet flow into the I-75 canal.
Does the property enhance and/or protect the environmental value of current conservation
lands through function as a buffer, ecological link or habitat corridor?
The interest in the I-75 project, a `B -List" project began in 2007, and coincides with the
proposal for the Gore project, which also was proposed first in 2007. One idea was to
accumulate properties at the south side of NGGE just north of 1-75, where there were
concerns of flooding due to a large proposed pump installation at the Merritt canal, as part of
the South Golden Gate Estates restoration (Picayune Strand Restoration Project). Pumps were
installed in 2013 and flooding has not occurred.
This parcel, joined with many others, could permanently protect a corridor between North
Belle Meade and the Florida Panther National Wildlife Refuge.
Zoning, Growth Management and Land Use Overlays: The parcel is within the
Northern Golden Gate Estates. The zoning classification is Estates (E), a rural residential
classification. There are no additional land use overlays applicable.
Proiected Management Activities:
An Interim Management Plan will be drafted after the purchase is finalized.
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Conservation Collier— Berman Tr.
Tax Id #. 41506800006
AGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT is made and entered into by and between RICHARD FRANKLIN
BERMAN, TRUSTEE, OF THE RICHARD FRANKLIN BERMAN REVOCABLE TRUST
OF 2012, whose mailing address is 611 1" Street SW, Naples, FL 34117 (hereinafter
referred to as "Seller"), and COLLIER COUNTY, a political subdivision of the State of
Florida, its successors and assigns, whose address is 3335 Tamiami Trail East, Suite
101, Naples, FL 34112, (hereinafter referred to as "Purchaser").
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 ($10.04),
the receipt and sufficiency of which is hereby acknowledged, it is agreed as follows:
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 Property shall be Eighteen
Thousand Five Hundred Dollars and 001100 dollars ($18,500.00), (U.S.
Currency) payable at time of closing.
Ill. 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
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
Building, 3329 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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Conservation Collier — Berman Tr 16.D.1.b
Tax Id #: 41506800006
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
orm:
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.
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 W-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.
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
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.
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Conservation Collier — Berman Tr 16.D.1.b
Taxld #. 41506800006
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 twenty (20) days after the date hereof, Purchaser shall obtain
as evidence of title an ALTA Commitment for an Owner's Title Insurance
Policy (ALTA Form B-1970) covering the Property, together with hard copies
of all exceptions shown thereon. Purchaser shall have thirty (30) days,
following receipt of the title insurance commitment, to notify Seller in writing of
any objection to title other than liens evidencing monetary obligations, if any,
which obligations shall be paid at closing. 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 00
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 4)
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 a
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, r
may accept title as it then is, waiving any abjection; 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 a
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
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
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Conservation Collier — Berman Tr. 16.D.1.b
Tax Id # 41506800006
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
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 o
without any abnormal demucking, soil stabilization or foundations.
2. There are no abnormal drainage or environmental requirements to the
development of the Property. Q
3. The Property is in compliance with all applicable State and Federal
environmental laws and the Property is free from any pollution or 0
contamination. E
aD
4. The Property can be utilized for its intended use and purpose in the,
Conservation Collier program. a
aD
5.02 If Purchaser is not satisfied, for any reason whatsoever, with the results of N
any investigation, Purchaser shall deliver to Seller prior to the expiration of the r
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, r
it shall be deemed that the Purchaser is satisfied with the results of its a
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 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
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Conservation Collier — Berman Tr
Taxld # 41506800006
Purchaser no less than twenty-four (24) hours prior to said inspection of the
Property.
VI. INSPECTION
6.01 Seller acknowledges that the Purchaser, or its authorized agents, shall have
the right to inspect the Property at any time prior to the Closing.
VII. POSSESSION
7.01 Purchaser shall be entitled to full possession of the Property at Closing.
9111MUIN*]: TANIMli 6�
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 2019 taxes, and shall be
paid by Seller.
IX. TERMINATION AND REMEDIES
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 percent1/( 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.
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.
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Conservation Collier — Berman Tr.
Taxld # 41506800006
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 paragraph shall be true on the date of
this Agreement and as of the date of Closing. Purchaser's acceptance of a
deed to the said Property shall not be deemed to be full performance and
discharge of every agreement and obligation on the part of the Seller to be
performed pursuant to the provisions of this Agreement.
10.014 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 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 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
16.D.1.b
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Conservation Collier — Berman Tr.
Tax Id #: 41506800006
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 comply with any laws, ordinances, codes or regulation with
which Seller has not complied.
10.019 There are no unrecorded restrictions, easements or rights of way
(other than existing zoning regulations) that restrict or affect the use of the
Property, and there are no maintenance, 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
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.
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16.D.1.b
Conservation Collier — Berman Tr.
Tax Id # 41506800606
10.422 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 9501,
et seq., ("CERCLA" or "Superfund"), which was amended and upgraded by the
Superfund Amendment and Reauthorization Act of 1986 ("SARA"), 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: Summer Araque, Coordinator
Conservation Collier Land Acquisition Program
Collier County Parks and Recreation Division
15000 Livingston Road
Naples, Florida 34109
With a copy to: Cindy M. Erb, SRIWA, Senior Property Acquisition Specialist
Collier County Real Property Management
3335 Tamiami Trail East, Suite 101
Naples, Florida 34112
Telephone number: 239-252-8991
Fax number: 239-252-8875
If to Seller: Richard F. Berman, Trustee
6111stStSW
Naples, FL 34117
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
16.D.1.b
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addressee and respective address stated herein shall be deemed to continue in
effect for all purposes.
XII. REAL ESTATE BROKERS
12.01 Any and all brokerage commissions or fees shall be the sole responsibility
of the Seller. Seller shall indemnify Purchaser and hold Purchaser harmless from
and against any claim or liability for commission or fees to any broker or any other
person or party claiming to have been engaged by Seller as a real estate 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
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Seller as soon as it has been executed by both parties.
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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 a
limit the scope or intent of this Agreement or any provisions hereof.
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in
13.05 All terms and words used in this Agreement, regardless of the number and r
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 a
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 Board of County
Commissioners of Collier County, Florida. This Agreement is subject to fund
9 (4.
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Tax Id #: 41506800006
16.D.1.b
availability and future appropriation. Should the funds not be available or able to
be used prior to closing the Purchaser or Seller may immediately terminate this
agreement without any payment of any kind to Seller.
13.09 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, Seller shall make a written public disclosure, according to Chapter 286,
Florida Statutes, under oath, of the name and address of every person having a
beneficial interest in the Property before Property held in such capacity is
conveyed to Collier County. (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.
IN WITNESS WHEREOF, the parties hereto have signed below.
Dated Project/Acquisition Approved by BCC:
AS TO PURCHASER:
DATED:
ATTEST:
CRYSTAL K. KINZEL, Clerk
,Deputy Clerk
Approved as to form and legality.
Jennifer A Belpedio. Assistant County Attorney 1�
96
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
W.L. MCDANIEL, JR., Chairman
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Tax Id #: 41506800006
AS TO SELLER:
DATED.-
WITNESSES:
ATED:
WITNESSES:
(Signature)
h
(Minted Nam
(Signature)
o
(Printed Name)
16.D.1.b
Richard Franklin Berri an, Trustee, of
the Richard Franklin Berman Revocable
Trust Of 2012
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Tax Id #: 41506800006
EXHIBIT "A"
PROPERTY IDENTIFICATION NUMBER: 41506800006
LEGAL DESCRIPTION:
THE NORTH 150 FEET OF TRACT 76, GOLDEN GATE ESTATES, UNIT
NO. 91, ACCORDING TO THE PLAT THEREOF AS RECORDED IN
PLAT BOOK 5, PAGE 30, OF THE PUBLIC RECORDS OF COLLIER
COUNTY, FLORIDA.
2.34 acres
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