Loading...
Agenda 01/13/2009 Item #12AAgenda Item No. 12A January 13, 2009 Page 1 of 33 EXECUTIVE SUMMARY Request that the Board of County Commissioners provide direction with respect to whether the County should close on the Pepper Ranch transaction, in light of a claim made by an adjacent property owner that they are entitled to access their property through the Pepper Ranch. OBJECTIVE: For direction by the Board of County Commissioners (Board) with respect to whether the County should close on the Pepper Ranch transaction, in light of a claim made by an adjacent property owner that they are entitled to access their property through the Pepper Ranch. CONSIDERATIONS: On November 18, 2008, the Board approved an Agreement for the Sale and Purchase of the Pepper Ranch in the sum of $32,525,080.02. The Agreement provided that closing for the transaction was to occur on or before December 31, 2008, and a closing date was scheduled for Monday, December 29, 2008. On or about December 24, 2008, the County Attorney was advised by staff that an issue had arisen with respect to this transaction. A letter dated December 17, 2008, from Barron Collier Investments Ltd. ( "Barron Collier "), had been forwarded to the County. The letter states in relevant part as follows: "Over the last several years, we have discussed Collier Companies' access over the Pepper Ranch property to Barron Collier lands. Barron Collier Companies and their tenants have used the access road that runs though the Pepper Ranch property for access to their lands. This road is the only access to the Barron Collier property west of Lake Trafford. We requested that the owner of the property specifically grant Barron Collier an easement for ingress and egress. At present this has not been formally recorded. Now that the owner is in negotiations with Collier County to sell the Pepper Ranch property, it is critical that Barron Collier's prescriptive and statutory rights over the Pepper Ranch road be formally recognized in the Public Records. Our hope is that we can quickly resolve this matter by the recording of an access easement without the need for Barron Collier to take any action to involve Collier County. Please understand that the road in question is Barron Collier's only practicable access to its lands and, therefore, of vital importance. If this issue cannot be resolved quickly, Barron Collier will need to seek to protect its rights to access over the road and will need to make sure the County is formally noticed regarding this issue. I hope that this will not be necessary. Please let me know by December 24, 2008, if the owner of the Property will agree to grant Barron Collier Companies an easement." By this letter, Barron Collier is claiming both an unrecorded prescriptive easement and a statutory right of necessity over the Pepper Ranch. A prescriptive easement is a right to use another person's property that is acquired by use without permission of the owner over a period of at least 20 years, similar to acquiring property through "squatter's rights." A statutory right of necessity (Florida Statutes Sec. 704.04) occurs when land is considered "landlocked," requiring access through another's land, the location and type of which access a Court will determine and then fix compensation for (the process is akin to a private cause of action for eminent domain). Agenda Item No. 12A January 13, 2009 Page 2 of 33 The letter also claims that the owners of the Pepper Ranch were aware of this issue. I am advised by staff that this issue was never disclosed to the County. The County Attorney, along with Alex Sulecki, met with the Owner's representatives early in the morning of Monday, December 29`h. The result of this meeting was that we requested a letter to be signed by Barron Collier withdrawing their claim as a precondition to the County closing on this transaction, which closing could occur up to December 31, 2008. The owner and Barron Collier were unable to resolve the issue, and the parties mutually agreed that (1) the closing would not occur; (2) the issue would be brought to the Board for direction; and (3) the issue would be presented to the Conservation Collier Land Acquisition Committee, which is scheduled to meet January 12, 2009, for review and recommendation for the Board. Both the owner and Barron Collier will be asked to attend both meetings to answer questions. But for this last minute issue, the County was ready, willing and able to close on this transaction. FISCAL IMPACT: On November 21, 2008, Collier County closed on $13,244,204 in Bank Bonds under an agreement with Sun Trust Equipment and Financing Lease Corp. This financing was pursuant to Board of County Commission action on November 18, 2008 (Agenda Item l OF), and was implemented as a means to purchase the Pepper Ranch property (Companion Agenda Item 10E). This Bond, known as the Series 2008 Bond, is scheduled to be repaid in annual principal and biannual interest payments through January 2013. In order to procure this financing the County incurred approximately $44,204 in fees and closing costs; the total cost of interest payments to be made throughout the life of the debt is $1,462,419.53 ($50,428 is the average monthly interest accrual). In order to acquire an interest rate of 4.138 %, considering the relatively short life of the Bond, the County agreed to the inclusion of certain pre - payment penalties, described below, within the Bond Resolution. With the unanticipated postponement of this property acquisition and considering language within the Bond agreement, financial implications include: 1. Should the sale not occur and Collier County decide to pre -pay the $13,244,204 Bond, the County would be responsible for approximately $397,300 in prepayment penalties representing 3% of the total financing. In addition, the County would be responsible for any unpaid interest accrued to the date of pre - payment. 2. The County could opt to use the funds in connection with other Conservation Collier land purchases and not incur pre - payment penalty charges. Under this option the funds are available for current spending and interest payments would become due and paid over the life of the indebtedness. 3. Should the County decide to spend the Bond proceeds on other land purchases, there are arbitrage requirements regarding the timeliness of expending these funds. Other land purchases using the Bond proceeds would require an amendment to the current financing resolution. LEGAL CONSIDERATIONS: Dependant upon Board direction. This is a non -quasi judicial matter requiring simple majority vote. GROWTH MANAGEMENT IMPACT: None. Agenda Item No. 12A January 13, 2009 Page 3 of 33 RECOMMENDATION: That the Board of County Commissioners provides direction with respect to whether the County should close on the Pepper Ranch transaction, in light of a claim made by an adjacent property owner that they are entitled to access their property through the Pepper Ranch. In no particular order, suggested approaches for the Board's discussion include: (1) Proceed with the transaction as is, and deal with Barron Collier if and when they assert the issue. (2) Proceed with the transaction, however, as a precondition to closing, require the Owner to provide the County with a defend and hold hannless agreement, in a form acceptable to the County Attorney, which would indemnify the County from all costs associated with any claim brought by Barron Collier. This approach would eliminate any litigation costs to the County should Barron Collier elect to enforce its claimed rights, but would be otherwise ineffective if a Court ultimately held that Barron Collier was entitled to some form of access over the Ranch. If the Court concluded that Barron Collier had a prescriptive easement over the Ranch, the County would receive no compensation. If a Court were to conclude that Barron Collier was entitled to a statutory right of necessity (Florida Statutes Sec. 704.04) because their property is otherwise landlocked, the Court would award the County fair market compensation. To help insure against a decision that Barron Collier had a prescriptive easement over the Ranch, as a further precondition to closing, the County could have an additional sum placed in escrow, with all costs of escrow paid by the Owner, in an amount reflecting the estimated fair market value for the prescriptive easement, as determined by an appraisal. (3) Before proceeding with closing, attempt to eliminate the issue by directing staff to enter into discussions with both the Owner and Barron Collier, bringing back any proposed resolution to the Board. One approach for these discussions would be Barron Collier agreeing to purchase an access easement in the estimated fair market value for such an easement, as determined by an appraisal, and reducing the purchase price accordingly. Since these are conservation lands, any access for Barron Collier would have to be expressly limited with respect to type and frequency, with Barron Collier agreeing on behalf of themselves and their successors not to seek expansion of such access rights. Discussions of this nature are currently being held, with the hope that a proposed resolution will be presented to the Board. (4) Direct the County Attorney to exercise the County's legal rights and rescind the transaction. From a litigation standpoint, if the owner was in fact aware of Barron Collier's access claim and did not disclose this claim during the negotiations, and if this access issue is considered to be material to the transaction, the County would have a claim against the Owner for the damages it incurred, and continues to incur, with respect to this transaction. With respect to any claim that the Owner might have, paragraph 11.02 of the Agreement provides for the County paying $100,000 in liquidated damages should it fail to close on the transaction as Owner's sole remedy. Prepared By: Jeffrey A. Klatzkow, County Attorney Fiscal Impact Prepared By: John Yonkosky 3 Page 1 of 1 Agenda Item No. 12A January 13, 2009 Page 4 of 33 file: / /C: \AgendaTest \Export \121 - January %2013% 202009 \12 %2000UNTY %20ATTORNE... 1/7/2009 COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS Item Number: 12A Item Summary: Request that the Board of County Commissioners provide direction with respect to whether the County should close on the Pepper Ranch transaction, in light of a claim made by an adjacent property owner that they are entitled to access their property through the Pepper Ranch. Meeting Date: 1/1312009 9:00:00 AM Prepared By Jeff Klatzkow Assistant County Attorney Date County Attorney County Attorney Office 1/6/2009 3:50:35 PM Approved By Jeff Klatzkow Assistant County Attorney Date County Attorney County Attorney Office 1/6/2009 3:54 PM Approved By John A. Yonkosky Director of the Office of Management Date County Manager's Office Office of Management & Budget 1/6/2009 4:53 PM Approved By James V. Mudd County Manager Date Board of County County Manager's Office 1/6/2009 6:33 PM Commissioners file: / /C: \AgendaTest \Export \121 - January %2013% 202009 \12 %2000UNTY %20ATTORNE... 1/7/2009 Agenda Item No. 12A January 13, 2009 Page 5 of 33 Lt-5v�,`IMCL Ltd. Barron Collier lnvestrnentsLtd 2600 Golden Gate Parkway Naples, FL 34.105 December 17, 2008 Tom Taylor Hole Montes, Inc. 950 Encore Way Naples, FL 34110 Dear Tom; Over the last several years, We have discussed Collier Companies' access over the Pepper Ranch property to Barron Collier lands. Barron Collier Companies and their tenants have used the access road that runs through the Pepper Ranch property for access to their lands. This road is the only access to the Barron Collier property west of lake Trafford. We requested that the owner of the property specifically grant Barron Collier an easement for ingress and egress over the road. At present this has not been formally recorded. Now that the owner is in negotiations with Collier County to sell the Pepper Ranch property, it is critical that Barron Collier's prescriptive and statutory rights over the Pepper Ranch road be formally recognized in the Public Records. Our hope is that we can quickly resolve this matter by the recording of an access easement without the need for Barron Collier to take any action to involve Collier County. Please understand that the road in question is Barron Collier's only practicable access to its lands and, therefore, of vital importance. If this issue cannot be resolved quickly, Barron Collier will need to seek to protect its rights to access over the road and will need to make sure the County is formally noticed regarding this issue. I hope that this will not be necessary. Please let me know by December 24, 2008, if the owner of the Property will agree to grant Barron Collier Companies an easement. If you have any questions or concerns you may contact me at 403 -6869. Sincer ly, Lee Treadwell Phw,,: Z79- 262.2600 I Fu: 230- 262-85M Agenda Item No. 12A January 13, 2009 CONSERVATION COLLIER Page 6 of 33 Tax Iesribk;uJcn Numoers'. 00052350002, 00052440003, 0052640007. 00052800009. 00052960001, 9 00053000002, 00053200005. 00053840000, 000539200016 00054040003 Prepared by: Jennifer A. aeosdio, Esquire Office of the County Aaomey 3301 East Tamiami Trail Naples, Florida 34112 (239) 252 -8400 AGREEMENT FOR SALE AND PURCHASE THIS AGREEMENT is made and entered into by and between LAKE TRAFFORD RANCH LLLP, a Florida limited liability limited partnership, by its undersigned General Partners, whose address is 481 Caries Road, Naples, FL 34108, (hereinafter referred to as "Seller"), and COLLIER COUNTY, a political subdivision of the State of Florida, its successors and assign, whose address is 3301 Tamiami Trail East, Naples, FL 34112, (hereinafter referred to as "County' or 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 that portion of the Property herein described, 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 accordance with the approved Conservation Collier Purchasing Policy, the purchase price of $32,525,080.02 is based on the average of two independent, state - certified general real estate appraisers, one giving a value of $34,000,000 (Calloway and Price, Inc.) and the other at $32,400,000 (Anderson and Carr, Inc.) less a voluntary reduction in price by the Seller of $674,919.98. 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: 1. 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" except for the subsurface portion thereof and the rights appurtenant thereto described in Paragraph 1.02 below. 1.02 Seller shall retain, shall not sell or convey to the Purchaser, and the deed(s) Of conveyance will reserve the oil, gas, mineral and other subsurface rights below a depth of one hundred fdty, (150) feet beneath the portion of the Property, as described in Exhibit "B" including all rights, benefits, and revenue to which the landlord under the leases listed on Exhibit "E" is entitled together with a right of entry to explore and extract the oil, gas and minerals. Seller shall be concurrently granted an Access Easement by Purchaser over the area graphically shown on Exhibit "C" at closing. Seller will have a legal description and sketch of the area over which the Access Easement is to be granted prepared at their expense. Seller shall also retain and shall not sell or convey to the Purchaser stewardship sending area credits established pursuant to the existing Stewardship Easement Agreement by and between Seller and County, recorded in Official Records Book 4089, at Page 3837, of the Public Records of Collier County, Florida. _ It is acknowledged that the Property has the potential to, or may, generate additional stewardship credits under the Collier County Rural Lands Stewardship program, as well as credits for wetlands mitigation, panther habitat, and other Agenda Item No. 12A January 13, 2009 Page 7 of 33 credits as may be available under other governmental regulatory programs. Any and all such additional or potential credits belong to the Property and the right to develop or establish them shall pass to the Purchaser as part of the sale. 1.03 Seller shall have the option at closing hereunder, to enter into a Cattle Lease with Purchaser whereby Seller will lease back a portion of the Property for grazing cattle thereon. If the Seller does not elect to enter into a Cattle Lease at closing, Seller will have ninety (90) days after closing to make arrangements to remove the existing rattle during which 90 day period they shall remain. The form of lease and its terms are attached as Exhibit D. This option must be exercised at closing. II. PAYMENT OF PURCHASE PRICE 2.01 The purchase price (the "Purchase Price ") for the Property shall be THIRTY TWO MILLION, FIVE HUNDRED TWENTY FIVE THOUSAND EIGHTY DOLLARS AND 021100 ($32,525,080.02) (U.S. Currency) payable at time of closing. Buyer acknowledges that Seller will be treating the amount of the voluntary reduction in price referred to in the third whereas clause of this contract as a bargain sale and reporting it as a charitable deduction for federal income tax purposes. Buyer agrees that it will execute such written statements or confirmations as are requested by Seller that may include completion of required forms and provide such information to Seller each as is required under applicable provisions of the Internal Revenue Code of 1986 as amended including but not limited to Section 170(f)(8) and implementing regulations. 2.02 At Closing, pursuant to Paragraph 6.017 below, Purchaser shall deposit a portion of the Purchase Price in the amount of Three Hundred Eighty Eight Thousand Two Hundred Fifty Dollars ($388,250) in a segregated or dedicated interest bearing escrow account to be maintained and held by Stewart Title Guaranty Company formerly known as Midwest Tale Company, pending completion of the work described in Paragraphs 6.012, 6.013 and 6.015 within this Agreement. The terms under which this sum will be held and retained will be as provided in Paragraph 6 of this Agreement. As Seller completes said work, County will cause the escrow agent to release the retained amount to the Seller, inclusive of the earned interest as provided in Paragraph 6. In the event the Seller fails to complete the work described in Paragraphs 6.012, 6.013 and 6.015 by the established date(s) as set out within this Agreement for any reason, the County will retain the money so withheld and the Seller and Purchaser shall have no further obligation to one another as to the work described in Paragraphs 6.012, 6.013 and 6.015 under this Agreement. III, CLOSING 3.01 Subject to the conditions precedent provided herein, the Closing (THE "CLOSING DATE ", "DATE OF CLOSING ", OR "CLOSING ") of the transaction shall be held on or before December 31, 2008 by the Purchaser and Seller. Nothwithstanding anything to the contrary in this Agreement, in no event will the closing be delayed beyond December 31, 2008 by reason of times allowed for Seller to remediate or cure any survey. Any time provided for herein is for the benefit of Seller who may elect to avail itself of such times frames as are provided for and to extend the closing accordingly, but Seller is not required to allow them to extend the closing beyond December 31, 2008. Nothing requires that the Purchaser accept title or the conditions reflected in any survey if they are other than as required hereby. If the title or survey are not in the condition required, and Seller is unwilling to extend the closing beyond December 31, 2008 to effect remedial measures, the Purchaser is not required to close and neither party will be further obligated under this Agreement. 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: Agenda Item No. 12A January 13, 2009 Page 8 of 33 3.011 Seller shall convey a marketable title free of any liens, encumbrances, exceptions, or qualifications except as described below. 3.0111 Warranty Deed(s) in favor of Purchaser conveying title to the Property, containing the reservations set forth in paragraph 1.02, free and clear of all liens and encumbrances other than: (a) The lien for current taxes and assessments. (b) The Permitted Encumbrances as shown on Exhibit "E ". 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 Purchaser shall pay the Purchase Price less the sum to be withheld and retained pursuant to paragraph 2.02 by wire transfer into Sellers designated account with immediately available funds on the Closing Date. No funds shall be disbursed to Seller, nor will the closing take place, until either the Purchaser's Real Property Management staff 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 Paragraph 4.011 thereto or alternatively the County's Title Company endorses its commitment to irrevocably commit to issue the Owner's title policy to Purchaser in accordance with the commitment immediately after the recording of the deed(s). 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 proration 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(s), 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 Paragraph 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(s). 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. 3.04 Purchaser shall grant an Access Easement as specified in Paragraph 1.02. Seller to provide legal description and sketch for the Access Easement at its expense. Seller to pay the cost of recording the Access Easement. IV. REODIREMENTS AND CONDITIONS Agenda Item No. 12A January 13, 2009 Page 9 of 33 4.01 Upon execution of this Agreement by both parties or at such other time as specked 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 Purchaser has 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. In addition to Purchaser's rights in paragraph 4.013 below to notify Seller of title defects or objections based on a survey, Purchaser shall have until December 15, 2008 to notify Seller in writing if the title commitment contains exceptions for matters that are not Permitted Encumbrances, that title is unmarketable, or the title commitment requires corrective action to be taken to make the title marketable, Seller shall have the right to cure such matters as provided in Paragraph 4.012 below and shall be obligated to cure, or permit payment of, any voluntarily created liens encumbering the Property at closing. 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 fifteen (15) days to remedy any such objections or defects in order to convey good and marketable title and Seller shall use its best efforts to do so in order to make title good and marketable. However, Seller's best efforts do not require that h pay or satisfy any involuntarily created or suffered liens that it disputes, but Purchaser is not required to accept such involuntarily created or suffered liens. Seller shall be required to pay or satisfy voluntarily created liens at closing. 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 fifteen (15) day period, may accept title as it then is, waiving any objection; or Purchaser may terminate the Agreement or Purchaser and Seller may extend the Agreement by mutual written agreement of the parties hereto. 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 has fumished an existing survey -of the Property to Purchaser. On or before December 5, 2008, Seller shall provide an updated survey to the Purchaser that is certified to both Collier County and to Stewart Title Guaranty Company formerly known as Midwest Title Company. 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 the survey exceeds 1% 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, [which shall constitute objections title] 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 forty five (45) days after 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 Agenda Item No. 12A January 13, 2009 Page 10 of 33 deemed an election by Purchaser to accept the Property with the encroachment, or projection, or lack of legal access. V. INSPECTION AND CONTINGENCIES 5.01 On or before December 30, 2008 ('Inspection Period ") Purchaser shall determine through appropriate investigation that: 1. With the exception of the cattle dipping vat area and oil well area, the Property is in compliance with all applicable State and Federal environmental laws and the Property is free from any pollution or contamination. 2. The Property can be utilized for its intended use and purpose in the Conservation Collier program. 5.02 If the foregoing conditions are not satisfied as provided for in Paragraph 5.01 then Purchaser may terminate this Agreement by written notice to the Seller prior to December 30, 2008. Purchaser's failure to do so is a waiver of this termination right. If Purchaser terminates this Agreement as a result of this provision then Purchaser will deliver to Seller copies of all engineering, environmental, consulting and soil reports it has obtained concerning 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 non - destructive site analyses, soil borings, and reasonably necessary investigation. Purchaser shall, in performing such tests, use due care. Seller shall be noted by Purchaser no less than twenty four (24) hours prior to said inspection of the Property. Purchaser or Purchasers agents shall not conduct any inspection so as to cause damage to the Property, and Purchaser shall restore the Property to its pre - inspection condition not later than ten (10) days after any such damage occurs. This provision shall survive termination of this Agreement. VI SELLER RESPONSIBILITIES 6.01 Seller hereby agrees that it shall do the following: 6.011 This Paragraph has been intentionally deleted 6.012 Within sixty (60) days after date of Closing, Seller shall, at its own cost and expense, demolish and clear debris from all known structures on the Property, except the lodge, caretaker house and pole barn on Property. 6.013 Within sixty (60) days after date of Closing, Seller shall, at its own cost and expense, pump out, crush and fill all known septic tanks on the Property in accordance with all applicable Collier County and State of Florida requirements, except for those septic tanks serving the structures to be retained on the Property. 6.014 Within sixty (60) days after date of Closing, Seller, at its expense shall locate and place aboveground markers indicating the location of all remaining known septic tanks, cesspools and water wells located on the Property. 6.015 Following the Closing, the Seller will continue the process in which the Seller and the Purchaser have to date been engaged in order to evaluate, and then remediate the contamination within an approximate 12 acre portion of the Property located as shown on Exhibit F (the Cattle Vat Site) that was the site of an old, but long ago discontinued, cattle dipping vat which contains levels of concentration of arsenic above Florida Department of Environmental Protection (FDEP) Cleanup Target Levels (CTLs). A Phase II evaluation has been performed by HSA Environmental Consultants and Scientists, Inc. -' (HSA) and a Site Assessment Report has been prepared by HSA. In addition, the Seller and Purchaser have met with HSA and FDEP to discuss a program Agenda Item No. 12A January 13, 2009 Page 11 of 33 of remediation based on the HSA Site Assessment Report. Based on these discussions, HSA is currently preparing a Remedial Action Plan (RAP) for written approval by FDEP. The Seller will arrange and pay at its own cost and expense for all actions as required by the RAP including but not limited to the removal of the quantities of contaminated soil at levels of concentration which require removal, its transportation to an acceptable disposal site and the installation and maintenance of monitoring wells on the Cattle Vat Site for a period of time as recommended in the RAP and approved by FDEP. Purchaser shall accept FDEP approval standards as they relate to the RAP. Once the monitoring shows the contamination plume is stable or shrinking (pursuant to F.A.C. Ch 62 -760), the Seller will have a continuing obligation to assist Purchaser and work with FDEP to establish and implement institutional and engineering controls over the Cattle Vat Site that are provided for by applicable regulations. Any required restrictive covenants that must be imposed on the title to the Cattle Vat Site must be provided by the Purchaser as it will then be the owner thereof. The cost and expense of the preparation of the legal description for the cattle vat site, removal and disposal of contaminated soil, consultant fees to HSA, permit and application fees to any agency, installation and maintaining of monitoring wells and all necessary equipment and the cost of implementing any engineering and institutional controls will be paid for from the funds to be deposited and retained in escrow in accordance with Paragraph 2.02. 6.016 Notify the operator of the existing oil wells located on the Property of its responsibility to bear the cost of remediation from any spills or contamination that may result from its operations and of the requirement to maintain, keep in force and effect, and provide an ongoing Spill Prevention Control and Countermeasures Program or protocol and to comply with all applicable laws and regulations governing its operations. 6.017 The portion of Seller's sales proceeds from the closing of the subject transaction that are to be retained pursuant to paragraph 2.02 will be held and released to Seller following performance of the work in Paragraphs 6.012 6.013 and 6.015. The amount allocated to the work in 6.012 is $14,750; the amount allocated to the work in 6.013 is $13,500 and the amount allocated to the work in 6.015 is $360,000. As each item of work in Paragraphs 6.012 and 6.013 is completed, the amount of money retained for it shall be released to the Seller as follows: With respect to Paragraphs 6.012 and 6.013, Seller shall advise Purchaser and escrow agent in writing when the activities outlined in said Paragraphs have been completed and Purchaser may inspect the Property and contact appropriate agencies to verify same within ten (10) business days of receipt of Seller's notification. If Purchaser does not object with specificity in writing within said ten (10) day period, the escrow agent shall release to the Seller the sum from escrow pertaining to the applicable item. If Purchaser objects, Purchaser shall notify Seller in writing of its specific objection within said ten (10) day time period and Seller shall remedy any specified defect, whereupon the applicable escrowed sum shall be released to the Seller. With respect to Paragraph 6.015 above, an independent third party licensed professional shall be required to certify that said work has been completed and escrow agent shall release the designated sum to the Seller. It is agreed that HSA is an acceptable third party professional. If HSA's services are terminated, then the Purchaser shall have the right to select and retain a substitute third party professional at Sellers expense. As the work under Paragraph 6.015 above is performed, percentage progress payments of the sum held by the Purchaser pertaining to Paragraph 6.015 shall be made to Seller by the Purchaser so authorizing the escrow agent. The amount and percentage will be determined based on certification by HSA. Upon completion of the work, and at such time that HSA certifies that the Agenda Item No. 12A January 13, 2009 Page 12 of 33 remediation under the Plan has been completed, any remaining sums held by Purchaser shall be disbursed to the Seller by the escrow agent. The terms and provisions of this Section 6 shall survive closing. VII. REMOVAL OF SOLID WASTE 7.01 No later than ten (10) days after Closing, Seller shall remove or cause to be removed from the Property, at Seller's sole cost and expense, any and all personal property and/or solid waste, trash, rubbish or any other unsightly or offensive materials thereon, including, but not limited to, structures, any tanks and Hazardous Materials in tanks, barrels and equipment, pipelines, or other containers on the Property. VIII. INSPECTION 8.01 Seller acknowledges that the Purchaser, or its authorized agents, shall have the right to inspect the Property at any time prior to the Closing. IX. POSSESSION 9.01 Subject to the reservation in paragraph 1.02, and subject to a Cattle Lease entered into as allowed in paragraph 1.03, Purchaser shall be entitled to full possession of the Property at Closing. X. PRORATIONS 10.01 Ad valorem taxes next due and payable, after closing on the Property, shall be prorated at Closing based upon the gross amount of 2008 taxes, and shall be paid by Seller. XI. TERMINATION AND REMEDIES 11.01 In addition to any other rights Purchaser may have to terminate this Agreement, if Seller shall have failed to perform any of the covenants andlor agreements contained herein which are to be performed by Seller, within thirty (30) days after 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. 11.02 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 Hundred Thousand Dollars ($100,000.00) shall be paid to Seiler 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 14.01, (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. 11.03 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. Agenda Item No. 12A January 13, 2009 Page 13 of 33 XII. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES 12.01 Seller and Purchaser represent and warrant the following to each other: 12.011 Seller and Purchaser respectively, 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. 12.012 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. 12.013 The warranties set forth in this Article XII shall be true on the date of this Agreement and as of the date of Closing. Purchaser's acceptance of a deed(s) to the said Property shall not be deemed to be full performance and discharge of every agreement and obligation an the part of the Seller to be performed pursuant to the provisions of this Agreement. 12.014 Seller represents to the best of its knowledge and belief 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, K continued, adversely affect Seller's ability to sell the Property to Purchaser according to the terms of this Agreement. 12.015 No party or person other than Purchaser has any right or option to acquire the Property or any portion thereof. 12.016 Until the date fixed for Closing, so long as this Agreement remains in force and effect and with the exception of the proposed oil and gas Leases for the existing oil wells that are currently being negotiated and to be entered into by Seller, pursuant to the oil, gas, and mineral estate to be reserved by the Seller within the portion of the Property described in Exhibit "B ", Seller shall not encumber or convey any portion of the Property or any rights therein, nor enter into any agreements granfing 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. 12.017 Seller represents to the best of its knowledge and belief that there are no incinerators on the Property; all waste, if any, is discharged into septic tanks; Seller represents that 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 that to the best of its knowledge and belief, except for arsenic and chemicals known to have been used in the abandoned cattle dipping vat on the Property, and waste materials or spills from any of the oil wells, 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 it has no knowledge that there is ground water Agenda Item No. 12A January 13, 2009 Page 14 of 33 contamination on the Property or potential of ground water contamination from neighboring properties. Seller has no knowledge whether storage tanks for gasoline or any other substances were located on the Property at any time prior to Seller's ownership thereof. Seller represents that to its knowledge none of the Property has been used as a sanitary landfill. This provision shall survive the Closing. 12.018 Seller represents to the best of its knowledge and belief that it 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. This provision shall survive the Closing. 12.019 Seller represents to the best of its knowledge and belief except for the Stewardship Easement Agreement referred to in paragraph 1.02 or as contained on Exhibit "E" that there are no unrecorded restrictions, easements or rights of way (other then 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. 12.020 Seller represents to the best of its knowledge and belief that there are no known suits, actions or arbitration, bond issuances or proposals therefore, 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. This provision shall survive the Closing. 12.021 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 other than those routinely entered into for the routine operation and maintenance of the Property. 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. 12.022 Seller shall not less than 10 business days before Closing, deliver to Purchaser a statement (hereinafter called the "Closing Representative Statement ") reasserting the foregoing representations as of the Date of Closing. The timely receipt of the Closing Representative Statement is a condition precedent to Purchaser's obligation to close. If not provided then Purchaser may terminate this Agreement, but only after first advising Seller in writing that Purchaser has not timely received the Closing Representative Statement and affording the Seller a period of ten (10) days in which to provide it. The closing shall be extended accordingly if necessary. Agenda Item No. 12A January 13, 2009 Page 15 of 33 12.023 Seller represents that it is not aware of any conditions on the Property that would be in violation of, any federal, state, local or common law relating to pollution or protection of the environment , including but not limited to, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. Section 9601, at 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 ads or applicable Florida Statutes governing hazardous or toxic waste. Purchaser acknowledges awareness of arsenic and other chemicals in an old cattle dipping vat area and the presence of petroleum spillage near the three oil wells. This provision and the rights of Purchaser, hereunder, shall survive Closing and are not deemed satisfied by conveyance of title. This provision shall survive the Closing. 12.024 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. XIII. NOTICES 13.01 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 Naples, Florida 34112 With a copy to: Cindy M. Erb, Senior Property Acquisition Specialist Collier County Real property Management 3301 Tamiami Trail East Naples, Florida 34112 Telephone number: 233252 -8991 Fax number: 239 - 252 -8876 If to Seller: Thomas Taylor, General Partner Lake Trafford Ranch, LLLP 481 Carica Road Naples, FL 34108 Telephone number: 233254 -2000 Fax number: 239 - 254 -2098 If to Seller: Christopher L. Allen, General Partner Lake Trafford Ranch, LLLP 555 Hickory Road Naples, FL 34108 Telephone number: 239- 566 -1661 Fax number: 239- 254 -8825 With a Copy To: Richard C. Grant, Esq. Grant, Fridkin, Pearson, Athan & Crown, P.A. 5551 Ridgewood Drive, Suite 501 Naples, FL 34108 -2719 Telephone number: 239 -514 -1000 Fax No.: 239 -514 -0377 13.02 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 .0 Agenda Item No. 12A January 13, 2009 Page 16 of 33 addressee and respective address stated herein shall be deemed to continue in effect for all purposes. XIV. REAL ESTATE BROKERS 14.01 Purchaser and Seller represent and warrant to each other that they have not contacted a broker or salesman in connection with this transaction. Seller hereby agrees to indemnify and hold Purchaser harmless from and against any claims(s) of any other person(s) asserting a right to a commission in connection with this transaction by virtue of dealing with the Seller. This provision shall survive the Closing. XV. MISCELLANEOUS 15.01 This Agreement may be executed in any number of counterparts which together shall constitute the agreement of the parties. 15.02 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 trustees, and assignees whenever the context so requires or admits. 15.03 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. 15.04 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. 15.05 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. 15.06 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 speck 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. 15.07 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. 15.08 Seller is aware of and understands that the preparation and presentation of this Agreement in unexecuted form to the Seller is not an "offer" from Purchaser and this Agreement is subject to acceptance and approval by the Board of County Commissioners of Collier County, Florida, whereupon it will become a legally binding contract. 15.09 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 and deliver at Closing 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 the 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.) 11 Agenda Item No. 12A January 13, 2009 Page 17 of 33 15.10 This Agreement is governed and construed in accordance with the laws of the State of Florida. 15.11 Purchaser acknowledges and accepts the presence of three existing oil wells and appurtenant equipment located on the portion of the Property subject to the reservation in paragraph 1.02. Such wells shall continue to remain pursuant to such reservation. 15.12 As used herein the terms "date of this Agreement ", "effective date of this Agreement, "date this Agreement is executed by Purchaser and Seller' or similarly terms shall mean the date when the last of the parties has executed it without changing anything executed previously by the other party as indicated by the dates on the signature page of this Agreement. 15.13 Any litigation arising out of this Agreement shall be litigated in State Court in Collier County, Florida of competent jurisdiction. XVI. ENTIRE AGREEMENT 16.01 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 ProjecVAcquisition Approved by BCC: Tiawn.+a+y. 1Q I"LDO% AS TO PURCHASER: DATED: (,z ATTEST: DWIGHT E. BROCK, Clerk \ 9W 14 �t Clerk Attest es -I;4� PAan s sipoatgrr oni" BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA ill M HENNING, Cegman AS TO SELLER: DATED: WITNESSES: (signatures) �+ B'�ehf- ( 5 ntnNAam�e) (ignetus ` ~l 70o -a- to •Ln u (Print Name) (signature) (Print Name) \(signature) (Print Name) Approved as to form and legal sufficiency: Jennifer A. Selp ibii Assistant County Afforney Agenda Item No. 12A January 13, 2009 Page 18 of 33 LAKE TRAFFORD RANCH, LLLP, a Florida limited liability limited partnership 13 THOMAS M. TAYLOR, as General Partner LAKE TRAFFORD RANCH, LLLP, a Florida limited liability limited partnership BY: CHRISTOPHER 4 ALL N, as General Partner Agenda Item No. 12A January 13, 2009 Page 19 of 33 Exhibit "A" (Legal Description) Property Tax Identification Number: 00052360002 A parcel of land lying in the East Half (E'h) of the East Half (E' /�) of the Southwest Quarter (SW' /4) of the Southeast Quarter (SE%) of Section 22, Township 46 South, Range 28 East, Collier County, Florida, being more particularly described as follows: Commence at the Southeast corner of Section 22, Township 46 South, Range 28 East, Collier County, Florida; thence run S 88 °57'47" W, along the south line of the Southeast Quarter (SE' /4) of said Section 22 for a distance of 1320.38 feet to the Point of Beginning of the parcel of land herein described; thence continue S 88 °57'47" W, along the south line of the Southeast Quarter (SE' /.) of said Section 22, for a distance of 330.09 feet; thence run N 00 °31'18" W for a distance of 1342.51 feel; thence run N 88 °58'31" E for a distance of 330.12 feet; thence run S 00 °31'14" E, for a distance of 1342.44 feet to the Point of Beginning; containing 10.17 acres, more or less. AND Property Tax Identification Number: 00052440003 A parcel of land lying in the Southeast Quarter (SE' /4) of the Southwest Quarter (SW' /.) and the West Half (W' /2) of the Southwest Quarter (SWY.) of the Southeast Quarter (SE' /4) of Section 22, Township 46 South, Range 28 East, Collier County, Florida, being more particularly described as follows: Commence at the Southeast comer of Section 22, Township 46 South, Range 28 East, Collier County, Florida; thence run S 88 °57'47" W, along the south line of the Southeast Quarter (SE' /.) of said Section 22 for a distance of 1980.56 to the Point of Beginning of the parcel of land herein described; thence continue S 88 "57'47" W, along the south line of the Southeast Quarter (SE'/4) of said Section 22, for a distance of 660.19 feet to the South Quarter comer of said Section 22; thence run S 88 °59'47° W along the south line of the southwest quarter of said Section 22, for a distance of 1321.80 feet, thence run N 00 °38'44" W for a distance of 1342.51 feet, thence run N 88 °59'17" E. for a distance of 1324.63 feet; thence run N 88 "58'31" E, for a distance of 660.24 feet; thence run S 00 "31'22" E for a distance of 1342.58 feet to the Point of Beginning; containing 61.13 acres, more or less. AND Property Tax Identification Number: 00052680009 The Southeast Quarter (SE%) of the Southwest Quarter (SW' /.) of Section 26, Township 46 South, Range 28 East, Collier County, Florida; containing 40.36 acres more or less. AND Property Tax Identification Number: 00053000002 All of Section 28, Township 46 South, Range 28 East, Collier County, Florida; containing 645,47 acres more or less. AND 14 Agenda Item No. 12A January 13, 2009 Page 20 of 33 Property Tax Identification Number. 00053920001 The Northwest Quarter (NW' /4) of the Northeast Quarter (NE' /4) of the Northwest Quarter (NW' /,) of Section 35, Township 46 South, Range 28 East, Collier County, Florida; containing 10.09 acres more or less. AND Property Tax Identification Number: 00052640007 A parcel of land located in a portion of Section 26, Township 46 South, Range 28 East, Collier County, Florida, being more particularly described as follows: The West Half (W%) of Section 26, Township 46 South, Range 28 East, Collier County, Florida, less the North 1451.35 feet thereof and less the Southeast Quarter (SE%) of the Southwest Quarter (SW%) of said Section 26, and less that parcel of land, as described and recorded in Official Records Book 2585 at Page 2735 through 2737, owned by South Florida Water Management District with Tax Folio Number 00052640007; containing 185.91 acres, more or less. AND Property Tax Identification Number: 00052960004 All of Section 27, Township 46 South, Range 28 East, Collier County, Florida; containing 643.59 acres more or less. f_wl 01 Property Tax Identification Number: 00053200006 All of Section 33, Township 46 South, Range 28 East, Collier County, Florida; containing 706.33 acres more orless. - AND Property Tax Identification Numbers: 00053840000 & 00054040003 The East Half (EY:) of the East Half (E %) of the Northwest Quarter (NW' /4); and the Northeast Quarter (NEY4), less the East 30 feet and the Northerly 30 feet for public road right -of -way per dedication thereof recorded in Plat Book 12, Page 67 (known as Pepper Road), Section 35, Township 46 South, Range 28 East, Public Records of Collier County, Florida, less 2.29 acres in the Northeast Quarter (NE' /4) described in Deed recorded in Official Records Book 1834, Page 216; also less the real property described in Quit Claim Deed recorded in Official Records Book 49, Page 4; and in Official Records Book 280, Page 480; and in Official Records Book 282, Page 283; and in Official Records Book 289, Page 910; all of the Public Records of Collier County, Florida, AND The Southwest Quarter (SW%.) of the Northwest Quarter (NWY4); and the West Half (W%) of the Southeast Quarter (SE%) of the Northwest Quarter (NWY4); and the Southwest Quarter (SW%) of the Northeast Quarter (NE' /4) of the Northwest Quarter (NW' /4); and the South Half (S %:) of the Northwest Quarter (NW' /4) of the Northwest Quarter (NW' /4); and the Northwest Quarter (NW%) of the Northwest Quarter (NW' /4) of the Northwest Quarter (NW'/4); and the West Half (W %:) of the Northeast Quarter (NEY4) of the Northwest Quarter (NW%) of the Northwest Quarter (NW' /4) of Section 35, Township 46 South, Range 28 East, Collier County, Florida, containing 208.83 acres, �. more or less. The fore mentioned parcels equates to 2,511.90 acres, more or less. 15 Agenda Item No. 12A January 13, 2009 Page 21 of 33 EXHIBIT "B" (Land over which Oil, Gas, and Mineral Estate is to be Reserved By Seller) Southwest Quarter (SW Y.) of Section 28, Township 46 South, Range 28 East, Collier County, Florida; AND Agenda Item No. 12A January 13, 2009 Page 22 of 33 EXHIBIT " $ (Access Easement) An area over the Property located as depicted on the attached aerial photo graph that will provide access from Pepper Road to the site of the land described in Exhibit B. The area is currently improved with a lime rock road and the access route will follow the road. A legal description of the road area and access route will be provided by Seller for use in granting the access easement at closing. 17 EXHIBIT rlDrr (Cattle Lease) Lease # LEASE AGREEMENT Agenda Item No. 12A January 13, 2009 Page 23 of 33 THIS LEASE AGREEMENT entered into this _ day of , 2008, between LAKE TRAFFORD RANCH, LLLP, a Florida limited liability limited partnership, by its undersigned General Partners, whose address is 481 Caries Road, Naples, Florida 34108, hereinafter referred to as "LESSEE ", and COLLIER COUNTY, a political subdivision of the State of Florida, whose mailing address is 3301 East Tamiami Trail, Naples, Florida 34112, hereinafter referred to as "LESSOR ". WITNESSETH In consideration of the mutual covenants contained herein, and other valuable consideration, the Parties agree as follows: ARTICLE I. Demised Premises and Use LESSOR hereby leases to LESSEE and LESSEE hereby leases from LESSOR Two Thousand Twelve point One (2,012.1) acres of property described in Exhibit "A," which is attached hereto and made a part of this Lease, hereinafter called the "Demised Premises," situated in the County of Collier and the State of Florida, for the sole purpose of cattle grating and incidental activities that are directly related to beef cattle production- All animal husbandry principles and practices applicable to the property and efficient use of grazing resources shall be followed at all times. The LESSEE shall be responsible for the establishment and implementation of sound grazing practices based on the best management guidelines of the U.S. Department of Agriculture's National Resources Conservation Service. Consistent with its status as a tenant the LESSEE will have exclusive use and possession of the Demised Premises, however, the LESSOR may, as specified below: (i) alter its boundaries and /or (ii) make use of portions of it for hunting, public access, and other activities consistent with the Conservation 'Collier program, as described below in this Article I and in Article 16(e) and H). LESSOR'S use shall _ not, however, interfere with LESSEE'S permitted use of the Demised Premises, nor cause LESSEE'S use, as permitted nor expose LESSEE to liability to third parties based on the use that LESSOR is permitted to make of the Demises Premises. This LEASE AGREEMENT may be amended from time -to -time in order to change the size of the Demised Premises as necessary to accomplish the goals, policies, and objectives of the Conservation Collier Implementation Ordinance (Ordinance 02 -63, as amended). LESSOR'S representative (e.g., Real Estate Services Stuff) shall advise LESSEE, in writing, of its intent to recommend that LESSOR amend this LEASE AGREEMENT. Any Such change shall only be effective not less than ninety (90) days after it is executed by the Board of County Commissioners ARTICLE 2. Term of Lease LESSEE shall have and hold the Demised Premises for a term of three (3) yews, commencing on the date LESSOR executes this Lease. LESSEE is granted the option, provided LESSEE is not in default of any of the terns of this Lease, to renew same for two (2) additional terms of one (1) year, under the same terms and conditions, except as to the rental amount, as provided herein, by giving written notice of LESSEES intention to do so to the LESSOR not less than thirty (30) days prior to the expiration of the leasehold estate hereby created. LESSOR reserves the right to deny LESSEE, in writing, of any renewal term. Said notice shall be effective upon placement of the notice in an official depository of the United States Post Office, Registered or Certified Mail, Postage Prepaid. ARTICLE 3. Rent LESSEE hereby covenants and agrees to pav as rent for the Demised Premises the sum of Two Thousand Twelve Dollars and No Cents ($2,012) per year. Said annual rent shall be paid in Foll upon thirty (30) days from the date in which this Lease is executed by the LESSOR. LESSEE will also be responsible for the payment of additional rent as provided for in ARTICLE 5 of this Lease. 18 Agenda Item No. 12A January 13, 2009 Page 24 of 33 In the event LESSEE elects to renew this Lease, as provided for in ARTICLE 2, the rent set forth in ARTICLE 3 shall he increased utilizing the method outlined in ARTICLE 4. LESSEE and LESSOR reserve the right to terminate this Lease, with or without cause, by providing the other party with thirty (30) days written notice to the address set forth in ARTICLE 14 of this Lease. Said notice shall be effective upon placement of the notice in an official depository of the United States Post Office, Registered or Certified Mail, Postage Prepaid. Upon termination of this Lease, (i) LESSEE will have ninety (90) days after termination to make arrangements to remove the existing cattle, during which 90 days the cattle must remain, and (ii) LESSOR will remit to LESSEE any prepaid and unearned rent for any period that exceeds (60) days after such 90 days. ARTICLE 4. Renewal Term Rent In the event LESSEE elects to renew this Lease, as provided for in ARTICLE 2, the rent set forth in ARTICLE 3 shall be increased for each ensuing one (1) year renewal term by five (5) percent from the previous year, compounded. ARTICLE 5. Intentionally Omitted ARTICLE 6. M9,ii.ficationUo Demised Premises Prior to making any changes, alterations, additions or improvements to the Dernised Premises, LESSEE will provide to LESSOR all proposals and plans for alterations, improvements, changes or additions to the Demised Premises for LESSOR'S written approval, specifying in writing the nature and extent of the desired alteration, improvement, change, or addition, along with the contemplated starting and completion time for such project. LESSOR or its designee will then have sixty (60) days within which to approve or deny in writing said request for changes, improvements, alterations or additions. LESSOR shall not unreasonably withhold its consent to required or appropriate alterations, improvements, changes or additions proposed by LESSEE. If after sixty (60) days there has been no response from LESSOR or its designee to said proposals or plans, then such silence shall be deemed as a denial to such request to LESSEE. °— LESSEE covenants and agrees in connection with any maintenance, repair work, erection, construction, improvement, addition or alteration of any authorized modifications, additions or improvements to the Demised Premises, to observe and comply with all then and future applicable laws, ordinances, rules, regulations, and requirements of the United States of America, State of Florida, County of Collier, and any and all governmental agencies.. All alterations. improvements and additions to the Demised Premises shall at once, when made or installed, be deemed as attached to the freehold and to have become property of LESSOR. Prior to the termination of this Lease or any renewal term thereof, or within thirty (30) days thereafter, if LESSOR so directs, LESSEE shall promptly remove the additions, improvements, alterations, fixtures and installations which were placed in, on, or upon the Demised Premises by LESSEE, and repair any damage occasioned to the Demised Premises by such removal; and in default thereof, LESSOR may complete said removals and repairs at LESSEE'S expense. LESSEE covenants and agrees not to use, occupy, suffer or permit said Demised Premises or any part thereof to be used or occupied for any purpose contrary to law or the rules or regulations of any public authority. ARTICLE 7. Access to Demised Premises LESSOR, its duly authorized agents, representatives and employees, shall have the right to enter into and upon the Demised Premises or any pan thereof at any time, without notice to the LESSEE, for the purpose of examining the same and making repairs, inspecting or curing a default or nuisance, or providing maintenance service therein, and for the purposes of inspection for compliance with the provisions of this Lease Agreement If LESSOR should need to utilize the property for any length of time, for any purpose, the LESSOR shall advise the LESSEE of its intentions by oral notice. ARTICLE 8. Assignment and Sublettina LESSEE covenants and agrees not to assign this Lease or to sublet the whole or any part of the Demised Premises, or to permit any other persons to occupy same without the written consent of LESSOR. Any such assignment or subletting, even with the consent of LESSOR, shall not relieve LESSEE from liability for payment of rent or other sums herein provided or from the obligation to keep and be bound by the terms, conditions and covenants of this Lease. The acceptance of rent from any other 19 Agenda Item No. 12A January 13, 2009 Page 25 of 33 person shall not be deemed to be a waiver of any of the provisions of this Lease or to be a consent to the assignment of this Lease or subletting of the Demised Premises. ARTICLE 9. Indemnity LESSEE, in consideration of Ten Dollars ($10.00), the receipt and sufficiency of which is hereby acknowledged, shall indemnify, defend and hold harmless LESSOR, its agents and employees from and against any and all liability (statutory or otherwise), damages, claims, suits, demands, judgments, costs, interest and expenses (including, but not limited to, attorneys' fees and disbursements both at trial and appellate levels) arising directly from any injury to, or death of, any person or persons or damage to property (including loss of use thereof) related to (A) LESSEE'S use of the Demised Premises, (B) any work or thing whatsoever date, or any condition created (other than by LESSOR, its employees, agents or contractors) by or on behalf of LESSEE in or about the Demised Premises, (C) any condition of the Demised Premises due to or resulting from any default by LESSEE in the performance of LESSEE'S obligations under this Lease, or (D) any act, omission or negligence of LESSEE or its agents, contractors, employees, subtenants, licensees or invitees. It is acknowledged that in accord with the terms of this Lease (i) certain uses may be made of the Demised Premises by the LESSOR and (ii) LESSOR may permit third parties to make use of the Demised Premises. The Demised Premises are unimproved agricultural pasture lands and/or naturally vegetated areas. LESSEE'S responsibilities for maintenance in accord with Article 11, and its responsibility and liability to LESSOR under this Articles 9 are and shall be based on the standards of care required of a tenant of lands having the forgoing characteristics and uses and an absence of business invitees. In ease any action or proceeding is brought against LESSOR by reason of any one or more thereof, LESSEE, shall pay all costs, attorneys' fees, expenses and liabilities resulting therefrom and shall defend such action or proceeding if LESSOR shall so request, at LESSEE'S expense, by counsel reasonably satisfactory to LESSOR. The LESSOR shall not be liable for any injury or damage to person or property caused by the elements or by other persons in the Demised Premises, or from the street or sub - surface, or from any other place, or for any interference caused by operations by or for a governmental authority in construction of any public or quasi - public works. The LESSOR shall not be liable for any damages to or loss of, including loss due to petty theft, any property, occurring on the Demised Premises or any par thereof, and the LESSEE agrees to hold the LESSOR harmless from any claims for damages, except where such damage or injury is the result of the gross negligence or willful misconduct of the LESSOR or its employees. , ARTICLE 10. Insurance LESSEE shall provide and maintain a farm liability policy which shall be approved by the Collier County Risk Management Department, for not less than an amount of One Million Dollars and No/100 Cents ($1,000,000.00) throughout the term or any renewals thereof to this Agreement In addition, LESSEE shall provide and maintain Worker's Compensation Insurance covering all employees meeting Statutory Limits in compliance, with the applicable state and federal laws. The coverage shall include Employer's Liability with a minimum limit of One Hundred 'thousand Dollars and No /100 Cents ($100,000.00) each accident. Such insurance policy(ies) shall list Collier County as an additional insured thereon. Evidence of such insurance shall be provided to the Collier County Risk Management Department, 3301 East Tamiami Trail, Administration Building, Naples, Florida, 34112, for approval prior to the commencement of this Lease Agreement; and shall include a provision requiring ten (10) days prior written notice to Collier County c/o County Risk Management Department in the event of eimccllation or changes in policy(ies) coverage. LESSOR reserves the right to reasonably amend the insurance requirements by issuance of notice in writing to LESSEE, whereupon receipt of such notice LESSEE shall have thirty (30) days in which to obtain such additional insurance. LESSOR shall maintain such liability insurance, or self funded liability reserves, as are appropriate to protect itself and LESSEE from third party claims based on use of the Demised Premises that the LESSOR is permitted to make, or allows third parties to make, in accord herewith. ARTICLE: I I. Maintenance LESSEE shall be allowed to store, within the Demised Property, any functional maintenance equipment and supplies required for activities directly related to beef cattle production on the Demised Property. 20 Agenda Item No. 12A January 13, 2009 Page 26 of 33 LESSEE, at its sole cost and expense, shall mow the improved pasture within the Demised Property a minimum of one (1) time per year and may roller chop specific areas of pasture when needed as a means to control exotic and woody plant growth and to upkeep areas located around cattle pens. LESSEE shall develop the mowing schedule and include variables such as excessive rainfall, drought or other unforeseen conditions. Each individual improved pasture within the Demised Property may include mineral feeders, supplemental feed trough, and molasses feed tanks as a means to control cattle concentration areas. Rotation of cattle shall continue throughout the year on a scheduled basis. In the event there has been an extremely dry and cold winter or an exceptionally wet season, the cattle will be managed by LESSEE to fit the available forage. LESSEE may not fertilize improved pasture areas Unless specifically authorized in writing by LESSOR in advance, plowing, ditching or digging of water holes shall be prohibited. LESSEE, at its sole coat and expense, shall emt, if not already existing, and maintain a fence acceptable to LESSOR around that area of the Demised Premises which shall contain any cattle. This fencing is crucial in retaining cattle and preventing cattle from roaming off of the Demised Premises. LESSEE shall, at its sole cost and expense, keep the Demised Premises free from debris, litter, abandoned equipment and vehicles, and the like, at all times. If said Demised Premises are not kept free from debris, litter, abandoned equipment and vehicles, and the like, in the opinion of LESSOR, LESSEE'S manager will be so advised in writing. If corrective action is not taken within ten (10) days of the receipt of such notice, LESSOR will cause the same to be cleaned and corrected and LESSEE shall assume and pay all necessary cleaning costs and such costs shall constitute additional rent which shall be paid by LESSEE within ten (I0) days of receipt of written notice of costs incurred by LESSOR. The LESSEE, at its sole cost, shall repair all damage to the Demised Promises caused by LESSEE, its employees, agents, independent contractors, guests, invitees, licensees, and patrons. The LESSEE, at its sole cost, shalt remove from the Demised Premises in accordance with all applicable rules, laws and regulations, all non - naturally occurring solid, liquid, semisolid, and gaseous trash and waste (but not animal waste) and refuse of any nature whatsoever which might accumulate and arise from the operations of the LESSEE'S business. Such hash, waste and refuse shall be stored in closed containers approved by the LESSOR. LESSEE shall have the right to keep necessary machinery, tools or supplies in a agreed upon designated area. LESSEE shall make monthly inspections of exterior fences and gates and make repairs to the fencing as needed. LESSOR shall be responsible for all invasive exotic plant control and prescribed burning within the Demised Property. LESSOR/ Preserve Manager shall visit the property at least semi - annually to evaluate the management and grazing operation. The LESSOR/ Preserve Manager and the LESSEE /Managing Partner shall meet annually to review and, if necessary, revise any grazing and/or pasture management plans. LESSEE shall report any violation observed pertaining to rules and regulations promulgated by Collier County or the Florida Fish and Wildlife Conservation Commission. LESSEE shall immediately report any incidence of the following: • Fire • Vandalism • Theft • Poaching • Trespassing • Any hazard, condition or situation that may become a liability to the County or may be damaging to the property or improvements on the property. LESSEE has no affirmative duty to actively monitor conditions for discovery of such activities. 21 Agenda Item No. 12A January 13, 2009 Page 27 of 33 ARTICLE 12. Default by LESSEE Failure of LESSEE to comply for thirty (30) days with any material provision or covenant of this Lease shall constitute a default, LESSOR may, at its option, terminate this Lease after thirty (30) days written notice to LESSEE, unless the default be cured within the notice period (or such additional time as is reasonably required to correct such default). However, the occurrence of any of the following events shall constitute a default by LESSEE, and this Lease may be immediately terminated by LESSOR: (a) Abandonment of Demised Premises or discontinuation of LESSEE'S operation. (b) Falsification of LESSEE or an agent of LESSEE of any report required to be furnished to LESSOR pursuant to the terms of this Lease. (c) Filing of insolvency, reorganiration, plan or arrangement or bankruptcy. (d) Adjudication as bankrupt. (e) Making of a general assignment for the benefit of creditors. (f) If LESSEE suffers this Lease to be taken under any writ of execution. In the event of the occurrence of any of the foregoing defaults in this ARTICLE, LESSOR, in addition to any other rights and remedies it may have, shall have the immediate right to re-enter and remove all persons and property from the Demised Premises. Such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of LESSEE, all without service of notice or resort to legal process and without being deemed guilty of trespass, or being liable for any loss or damage which may be occasioned thereby. LESSOR may, at its option, terminate this Lease after receipt by LESSEE of thirty (30) days notice in writing if a lien is filed against the property or the leasehold interest of the LESSEE, and not removed within thirty (30) days by LESSEE, pursuant to the Florida Mechanics Lien law. If LESSEE fails to pay the rental amount or any additional charges when due to LESSOR as specified in this Lease, and if said amounts remain unpaid for more than ten (10) days past the due date, the LESSEE, shall pay LESSOR a late payment charge equal to five (5) percent of any payment not paid promptly when due. Any amounts not paid promptly when due shall also accrue compounded interest of two (2) percent per month or the highest interest rate then allowed by Florida law, whichever is higher, which interest shall be paid by LESSEE to LESSOR. ARTICLE 13. Default by LESSOR LESSOR shall in no event be charged with default in the performance of any of its obligations hereunder unless and until LESSOR shall have failed to perform such obligations within thirty (30) days (or at LESSOR'S sole discretion, such additional time as is reasonably required to correct such default) after notice to LESSOR by LESSEE properly specifying wherein LESSOR has failed to perform any such obligations. ARTICLE 14. Notice Any notice which LESSOR or LESSEE may be required to give to the other party shall be in writing to the other party at the following addresses: LESSOR: Board of County Commissioners c/o Real Property Management Building W 3301 Tamiami "Dail East Naples, Florida 34112 cc: Office of the County Attorney Collier County Govemment Center Administration Building 3301 Tarniami Trail East Naples, Florida 34112 LESSEE: Mr. Thomas Taylor, General Partner Lake Trafford Ranch, LLLP 481 Carica Road Naples, Florida 34108 Mr. Christopher Allen, General Partner Lake Trafford Ranch, LLLP 555 Hickory Road Naples, Florida 34108 22 Agenda Item No. 12A January 13, 2009 Page 28 of 33 Conservation Collier Coordinator Collier County Government Center Building W 3301 Tamiami Trail East Naples, Florida 34112 ARTICLE 15. Surrendero P mi LESSEE shall remove any improvements completed by LESSEE prior to the expiration of this Lease and shall deliver up and surrender to LESSOR possession of the Demised Premises and any improvements not removed upon expiration of this Lease, or its earlier termination as herein provided, in as good condition and repair as the same shall be at the commencement of the term of this Lease or may have been put by LESSOR or LESSEE during the continuance thereof, ordinary wear and tear and damage by fire or the elements beyond LESSEE'S control excepted. ARTICLE 16. General Provisions LESSEE agrees to contain cattle within the Demised Premises and prevent cattle from roaming off of the Demised Premises. LESSEE shall he allowed to maintain no more than Three Hundred (300) Animal Units at the Demised Premises. Animal Units will be established based on the following table: Table 1: Animal Unit Equivalent Guide Species Average Weight (Pon Animal Unit Equivalent AUE Cow, dry 950 0.92 Cow with calf 1,000 1.00 Bull, mature 1,500 1.35 Cattle, I year old 600 _ 0.60 Cattle, 2 yea r old Soo 0.80 LESSEE shall have the right to camp overnight on the Demised Premises, at LESSEE'S own risk, and shall be required to obtain any necessary permits, if required, for this use. If LESSEE should elect to destroy sick cattle, any use of firearms shall be permitted by LESSOR so as long as LESSEE is legally permitted to possess such firearm in the County of Collier and / or the State of Florida, as applicable. LESSEE acknowledges that there shall be no game hunting or any dispensation of firearms by LESSEE or his invitees upon the Demised Premises except as specifically allowed under this Lease. LESSEE fully understands that the police and law enforcement security protection provided by law enforcement agencies for the above - referenced Demised Premises is limited to that provided to any other business or agency situated in Collier County, and acknowledges that any special security measures deemed necessary for additional protection of the Demised Premises shall be the sole responsibility and cost of LESSEE and shall involve no cost or expense to LESSOR. LESSEE expressly agrees for itself, its successor and assigns, to refrain from any use of the Demised Premises which would interfere with or adversely affect the operation or maintenance of LESSOR'S standard operations where other operations share common facilities. (a) Rights not specifically granted the LESSEE by this Lease are hereby reserved to the LESSOR. (b) LESSEE agrees to pay all sales tax imposed on the rental of the Demised Premises where applicable under law. (c) If applicable, LESSEE agrees to pay all intangible personal property taxes that may be imposed due to the creation, by this Lease, of a leasehold interest in the Demised Premises or LESSEE'S possession of said leasehold interest in the Demised Premises. (d) LESSEE shall not perform any environmental property management issues, such as, but not limited to, huning or removal of vegetation, unless prior approval is granted by LESSOR. 23 Agenda Item No. 12A January 13, 2009 Page 29 of 33 (e) LESSEE acknowledges that LESSOR may allow limited seasonal hunting on the Demised Premises under the supervision of the Florida Fish and Wildlife Conservation Commission. LESSOR is responsible for developing and implementing rules, protocols, and for the supervision of any hunters and members of the public generally to guard against accidents, injury to LESSEE'S cattle, and interference with LESSEE'S permitted use. (f) LESSOR may engage a Range Conservationist to develop a long -range management plan for the Demised Premises. LESSEE acknowledges that he will cooperate with LESSOR and any plans that may develop for the Demised Premises as a result of future planning. Implementation of any such plan shall require sixty (60) days wrium notice to LESSEE and if it reduces the land available to LESSEE the rent will be reduced accordingly. ARTICLE 17. Intentionally Omitted ARTICLE IS. Extent of Liens All persons to whom these presents may come are put upon notice of the fact that the interest of the LESSOR in the Demised Premises shall not be subject to liens for improvements made by the LESSEE, and liens for improvements made by the LESSEE are specifically prohibited from attaching to or becoming a lien on the interest of the LESSOR in the Demised Premises or any part of either. This notice is given pursuant to the provisions of and in compliance with Section 713. 10. Florida Statutes. ARTICLE 19. Outet Eniovment Subject to LESSOR'S rights provided in this Lease, LESSOR covenants that LESSEE, on paying the rental amount and performing the covenants, terms and conditions required of LESSEE contained herein, shall peaceably and quietly have, hold and enjoy the Demised Premises and the leasehold estate granted to LESSEE by virtue of this Lean Agreement. ARTICLE 20. Waiver No failure of LESSOR to enforce any terms or conditions herein shall be deemed to be a waiver. ARTICLE 21. Effective Date This Lease shall become effective upon execution by both LESSOR and LESSEE. ARTICLE 22, Goveminit Law This Lease shall be governed and construed in accordance with the laws of the State of Florida. ARTICLE 23. Assignment LESSEE shall have the right to assign this Lease to a legal entity owned or controlled by either Thomas Taylor or Christopher Allen, LESSOR must be advised of any such assignment in writing. IN WITNESS WHEREOF, the parties hereto have hereunder set forth their hands and seals. AS TO THE LESSOR- DATED: ATTEST: BOARD OF COUNTY COMMISSIONERS DWIGHT E. BROCK, Clerk COLLIER COUNTY, FLORIDA Deputy Clerk BY: TOM HENNING, Chairman 24 AS TO LESSEE: DATED: WITNESSES: (Signature) (Print Name) (Signature) (Print Name) (Signature) (Print Name) (Signature) (Print Namc) Approved as to form and legal sufficiency: Jennifer A. Belpedio Assistant County Attorney Agenda Item No. 12A January 13, 2009 Page 30 of 33 LAKE TRAFFORD RANCH, LLLP, a Florida limited liability limited partnership BY: THOMAS M. TAYLOR as General Partner LAKE TRAFFORD RANCH, LLLP, a Florida limited liability limited partnership BY: CHRISTOPHER L. ALLEN, as General Partner 25 Agenda Item No. 12A January 13, 2009 Page 31 of 33 Exhibit "A" (Legal Description of Demised Property) Property Tax Identification Number. 00052360002 A parcel of land lying in the East Half (E' /,) of the East Half (E %) of the Southwest Quarter (S VA) 7.) of the Southeast Quarter (SE' /.) of Section 22, Township 46 South, Range 28 East, Collier County, Florida, being more particularly described as follows: Commence at the Southeast corner of Section 22, Township 46 South, Range 28 East, Collier County, Florida; thence run S 88 °57'47" W, along the south line of the Southeast Quarter (SE' /.) of said Section 22 for a distance of 1320.38 feet to the Point of Beginning of the parcel of land herein described; thence continue S 88 °57'47" W, along the south line of the Southeast Quarter (SE' /.) of said Section 22. for a distance of 330.09 feet; thence run N 00 °31' I8" W for a distance of 1342.51 feet; thence run N 88 058'31" E for a distance of 330.12 feet; thence run S 00 °3 PI 4r E, for a distance of 1342.44 feet to the Point of Beginning; containing 10.17 acres, more or less. AND Property Tax Identification Number: 00053000002 All of Section 28, Township 46 South, Range 28 Fast, Collier County, Florida; containing 645.47 acres more or less. AND Property Tax Identification Number: 000529600(14 All of Section 27, Township 46 South, Range 28 East, Collier County, Florida; containing 643.59 acres more or less. AND Property Tax Identification Number: 00053200006 All of Section 33, Township 46 South, Range 28 East, Collier County, Florida; containing 706.33 acres more or less. ^6 Agenda Item No. 12A January 13, 2009 Page 32 of 33 - EXHIBIT "E" Permitted Encumbrances) 1. Easement in favor of 'Trafford Oaks, a Partnership, contained in instrument recorded in Official Records Book 907, Page 1383, of the Public Records of Collier County, Florida. 2. Easement in favor of Turner Corporation, contained in instrument recorded in Official Records Book 1219, Page 1113, of the Public Records of Collier County, Florida. 3. Resolution recorded in Official Records Book 4089, Page 3509, of the Public Records of Collier County, Florida. 4. Stewardship Easement Agreement recorded in Official Records Book 4089, Page 3637, of the Public Records of Collier County, Florida. 5. Stewardship Sending Area Memorandum recorded in Official Records Book 4089, Page 3511, of the Public Records of Collier County, Florida. 6. Restrictions, conditions, reservations, easements, and other matters contained on the Plat of Pepper Road Right of Way, as recorded in Plat Book 12, Page 67, of the Public Records of Collier County, Florida. 7. Easement in favor of Collier County contained in the instrument recorded in Official Records Book 49, Page 147, of the Public Records of Collier County, Florida. 8. Easement for boat landing in favor of the State of Florida contained in the instrument recorded in Official Records Book 157, Page 437, of the Public Records of Collier County, Florida. 9. Lease Agreement for dead pine stumps and top wood recorded in Official Records Book 170, Page 731, along with Quit Claim of Rights as recorded in Official Records Book 371, Page 403, all of the Public Records of Collier County, Florida. 10. Easement in favor of Turner Corporation, contained in instrument recorded in Official Records Book 1219, Page 1118, of the Public Records of Collier County, Florida. 11. Subject to mineral, oil gas and casinghead gas reservation in Warranty Deed from Turner Corporation to Rex Properties, Inc., recorded in Official Records Book 1219, Page 1107, of the Public Records of Collier County, Florida. 12. Surface Agreement recorded in Official Records Book 1191, Page 1114 and as released by the instrument recorded in Official Records Book 4394, Page 578, as assigned and amended, all of the Public Records of Collier County, Florida. 13. Oil, Gas & Mineral Lease recorded in Official Records Book 1062, Page 1114, and as released by the instruments recorded in Official Records Book 3557, Page 3585 and Official Records Book 4394, Page 578, as assigned and amended, all of the Public Records of Collier County, Florida. 14. Oil, Gas & Mineral Lease recorded in Official Records Book 1062, Page 1117, and as released by the instruments recorded in Official Records Book 3557, Page 3585 and Official Records Book 4394, Page 576, as assigned and amended, all of the Public Records of Collier County, Florida. 27 Agenda Item No. 12A January 13, 2009 Page 33 of 33 EXHIBIT "F" (Cattle Dipping Vat Site) An area of the overall Property containing and surrounding an abandoned cattle dipping vat to containing approximately 12 acres of land. The area is marked on the attached aerial photograph. 2 e