Agenda 01/13/2009 Item #16E11Agenda Item No. 16E11
January 13, 2009
Page 1 of 17
EXECUTIVE SUMMARY
Recommendation to approve an Agreement for Sale and Purchase with Michael
Zell for 5.0 acres under the Conservation Collier Land Acquisition Program, at a
cost not to exceed $82,800.
OBJECTIVE: To obtain approval from the Board of County Commissioners for execution of the
attached Agreement for Sale and Purchase (Agreement) between the Board of County
Commissioners (Board) and Michael Zell (Seller).
CONSIDERATIONS: On January 25, 2005, Agenda Item 10D, the Board approved a
Conservation Collier Land Acquisition Advisory Committee ( CCLAAC) recommended Cycle II -
Active Acquisition List, (AAL) with changes, and directed staff to actively pursue acquisition of
the properties under the Conservation Collier Program. A multi - parcel project included on the
Cycle II — AAL was a portion of Unit 65 in Golden Gate Estates (Winchester Head Multi- parcel
Project). Staff has actively pursued acquiring parcels within Unit 65. However, on September
13, 2005, Agenda Item 16 A 34, the Board accepted CCLAAC's recommendation to, due to
rising property costs, discontinue buying properties for the Winchester Head Multi- parcel Project
for 90 days. On February 14, 2006, Agenda Item 10A, the Board approved to place the
Winchester Head Multi- parcel Project on the "B" list of the Cycle III — AAL, and on January 23,
2007, Agenda Item 10A, the Board approved the Cycle IV — AAL, once again placing the Multi -
parcel Project on the "B" list. On May 22, 2007, Agenda Item 10F, the Board approved to
reactivate.the Winchester Head Multi- parcel Project, with conditions, and it was placed on the
"A" list on the current AAL.
The Winchester Head Multi Parcel Project (Project) consists of 115 parcels and a total of 167.74
acres. To date, Conservation Collier has acquired a total of 44.17 acres consisting of 33
parcels, and the Collier Soil and Water Conservation District has acquired 2 parcels totaling
2.28 acres.
Staff contracted with two independent, state - certified, general real estate appraisers to appraise
all parcels within the Project. The appraisers based their analyses on comparable sales from
wetland, not upland parcels, preferably within the Project boundaries. The averaged appraised
value for all parcels is $16,375 an acre.
Staff sent out 80 offer letters based on the averaged appraised values, and to date, 11 have
accepted our offers, 2 said they are not interested, and 1 has made inquiries but have not
committed.
Since October 28, 2008, the Board has authorized the purchase of two (2) parcels within the
Project.
The Seller's property consists of two parcels, both containing 2.5 acres and are located within
the Project. The total land cost for both parcels (totaling 5.0 acres) is $81,876.
The attached Agreement provides that should the County elect not to close this transaction for
any reason, except for default by the Seller, the County will pay the Seller $409.38 in liquidated
damages.
The CCLAAC approved this transaction. on December 8, 2008, and voted to recommend Board
approval and execution of the attached Agreement.
A-- 1, Item No. 16E11
January 13, 20C19
Page ? of 17
Pursuant to Ordinance 2007 -65, Section 13(8), a Project Design Report for the property is
provided herewith.
FISCAL IMPACT: The total cost of acquisition will not exceed $82,800 ($81,876 for the
property, and approximately $924 for the title commitment, title policy, and recording of
documents). The funds will be withdrawn from the Conservation Collier Trust Fund (172). As of
December 8, 2008, property costs for Conservation Collier properties, including this property
and those under contract, total $102,847,696.02.
GROWTH MANAGEMENT IMPACT: Fee simple acquisition of conservation lands is consistent
with and supports Policy 1.3.1(e) in the Conservation and Coastal Management Element of the
Collier County Growth Management Plan.
LEGAL CONSIDERATIONS: The Conservation Collier Ordinance (2007 -65) provides a legal
framework for property acquisition for the Conservation Collier Program. The process for
acquiring this property falls within the legal framework of Ordinance 2007 -65. The Agreement
has been reviewed and approved by the County Attorney's Office. - JAB
RECOMMENDATIONS: Staff is recommending that the Board of County Commissioners:
1) Approves the attached Agreement and accepts the Warranty Deed once it has been received
and approved by the County Attorney's Office; 2) Authorizes the Chairman to execute the
Agreement and any and all other County Attorney's Office approved documents related to this
transaction; 3) Authorizes the County Manager or his designee to prepare related vouchers and
Warrants for payment; and 4) Directs the County Manager or his designee to proceed to
acquire this parcel, to follow all appropriate closing procedures, to record the deed and any and
all necessary documents to obtain clear title to this parcel, and to take all reasonable steps
necessary to ensure performance under the Agreement.
PREPARED BY: Cindy Erb, SR/WA, Senior Property Acquisition Specialist, Real Property
Management, Department of Facilities Management
Page I of 1
Agenda Item No. 16E11
January 13, 2009
Page 3 of 17
file: / /C:AAeendaTest \EXDOrt\121- .lanuary %301 %2 02009 \16. %2000NSEN "V %20AGENDA \... 1/7/2009
COLLIER COUNTY
BOARD OF COUNTY COMMISSIONERS
Item Number:
16E11
Item Summary:
Recommendation to approve an Agreement for Sale and
Purchase with Michael Zell for 5.0
acres under the Conservation Collier Land Acquisition
Program, at a cost not to exceed
$82.800.
Meeting Date:
1/13/2009 9.00:00 AM
Prepared By
Cindy M. Erb
Senior Property Acquisition Specialist
Date
Administrative Services
Facilities Management
12/16/2008 3:38:56 PM
Approved By
Alexandra J. Solecki
Senior Environmental Specialist
Date
Administrative Services
Facilities Management
12/16/2008 4:50 PM
Approved By
Skip Camp, C.F.M.
Facilities Management Director
Date
Administrative Services
Facilities Management
1211712008 10:03 AM
Approved By
Jennifer A. Belpedio
Assistant County Attorney
Date
County Attorney
County Attornev Office
12/1712008 2:53 PM
.Approved By
Toni A. Mott
Real Property Supervisor
Date
Administrative Services
Facilities Management
1 211 812 008 12:43 PM
Approved By
Len Golden Price
Administrative Services Administrator
Date
Administrative Services
Admin,.,.r ;.ive Services Admin.
1 .,1912030 2.14 PM
Approved By
Jeff Klatzkow
Assistant County Attorney
Date
County Attorney
County Attorney Office
1212212008 8:27 AM
Approved By
Laura Davisson
Management & Budget Analyst
Date
County Manager's Office
Office of Management & Budget
1212212008 12:42 PM
Approved By
James V. Mudd
County Manager
Date
Board of County
Commissioners
County Manager's Office
12/22/2008 1:33 PM
file: / /C:AAeendaTest \EXDOrt\121- .lanuary %301 %2 02009 \16. %2000NSEN "V %20AGENDA \... 1/7/2009
A:;enua Item No. 15E11
January 13, 2009
Page 4 of 17
Conservation Collier Land Acquisition Program
Project Design Report
Date: December 8. 2008
e
!Lill
L 0
Propertv Owner: Michael Zell
Folio(s): Two Parcels: 39774960007 (2.50 acres) and 39774960104 (2.50 acres)
Location: East and West Halves of Tract 41, Golden Gate Estates, Unit 65
Size: 5 acres total
Appraisal /Offer Amount: 581,876
History of Proiect:
Selected for
Approved
Project
Re- approved
Purchase
Offer
the "A"
for
halted
for purchase
offer
Accepted
category, #1
purchase
by BCC
by BCC -
made to
priority, on
by BCC
conditionally
owner
the Active
Acquisition
List by
CCLAAC
12/15/04
1/25/05
9/12/05
5/22/07
8/27/08
10/31/08
Purpose of Proiect: Conservation Collier
Program Qualifications:
The Winchester Head multi- parcel project, which includes the Zell parcels, is an
approximately 200 -acre undeveloped depressional cypress head and marsh wetland
located in NGGE in Units 62 and 65. The entire site is within North Golden Gate
Estates, a target protection area. Three different roads, one of which is paved, can access
the site and From these roads half of the property can be viewed. Tile mature cypress and
scasvnaily changing marsh cuhance the aesthetic setting o'i Coiner County. Using aerial
Project Design Report — Zell — 2 parcels - 5 acres - WH
Agenda Item No. 16E11
January 13, 2009
Page 5 of 17
photographs, elevation data, soil maps and public input, a total of 115 parcels (about 175
acres) were identified as being important for acquisition. Currently, 58.5 acres (approx.
33 %) have been acquired or are under contract to Conservation Collier.
One important reason for the nomination of Winchester Head is that this area functions to
provide floodplain storage for surrounding home sites during high rainy season. In fact,
these types of depressional storage areas were included in the water management models
for the Golden Gate canal system done by the Big Cypress Basin, South Florida Water
Management District and are a component of flood control for the area. Other criteria
that would be satisfied by a purchase here include protection of surface and ground water
resources, protection of wetland dependent species habitat, good potential for restoration
and low estimated management costs. Listed plant species were observed, while a listed
wildlife species (Florida black bear) has been documented at the edges of the property.
During a September 2008 site visit, it was noted that there was significant standing water,
that many birds are using the area, and that the wetland areas are nearly free of invasive
exotic plant life, indicating good ecological value.
Proiected Manasement Activities:
Active management of this project would not be feasible until a significant contiguous
area could be acquired. Because of the wetland nature of the site, trails are not
recommended. A raised boardwalk would be the best public access opportunity,
however, this is not proposed until some time well into the future of the project when
more parcels are acquired. Nature photography and bird watching are two activities that
can occur at present. After consideration of risks and liability, it may be possible to allow
school children to visit specific parcels as part of an educational program about wetlands.
Currently, the two roads (37i° and 39`h Streets NE) provide access but the only parking is
the road right -of -way. Until there are enough parcels acquired to provide a resource
destination, a visitor parking area is not necessary, but this may be constructed in the
future. Land Development Code changes have been made to allow construction of a
parking area on parcels in Estates zoning. Also in the future, an educational kiosk could
be placed along one of the roads through the project. It would contain information on
wetlands and on the preservation of the area. Signs can be placed at boundaries along
37' and 39'h St. NW. Minimal management activities, like trash removal can be
accomplished using both contracted and volunteer labor.
CONSERVATION COLLIER
Property Identification No. 39774960007 & 39774960104
Prepared by:
Jennifer A. Belpedio, Esquire
Office of the County Attorney
3301 East Tamiami Trail
Naples, Florida 34112
(239) 252 -8400
AGREEMENT FOR SALE AND PURCHASE
Venda 4tem No. 16E11
January 13, 2009
Page 6 of 17
THIS AGREEMENT is made and entered into by and between MICHAEL ZELL,
a single man, whose address is 3860 Lake Road, Sheffield Lake, OH 44054,
(hereinafter referred to as "Seller"), and COLLIER COUNTY, a political subdivision of
the State of Florida, its successors and assigns, whose address is 3301 Tamiami Trail
East, Naples, FL 34112, (hereinafter referred to as "Purchaser ").
WITNESSETH
WHEREAS, Seller is the owner of that certain parcel of real property (hereinafter
referred to as "Property "), located in Collier County, State of Florida, and being more
particularly described in Exhibit "A ", attached hereto and made a part hereof by
reference.
WHEREAS, Purchaser is desirous of purchasing the Property, subject to the conditions
and other agreements hereinafter set forth, and Seller is agreeable to such sale and to
such conditions and agreements.
NOW, THEREFORE, and for and in consideration of the premises and the respective
undertakings of the parties hereinafter set forth and the sum of Ten Dollars ($10.00),
the receipt and sufficiency of which is hereby acknowledged, it is agreed as follows:
AGREEMENT
1.01 In consideration of the purchase price and upon the terms and conditions
hereinafter set forth, Seller shall sell to Purchaser and Purchaser shall purchase
from Seller the Property, described in Exhibit "A ".
II. PAYMENT OF PURCHASE PRICE
2.01 The purchase price (the "Purchase Price ") for the Property shall be Eighty
One Thousand Eight Hundred Seventy Six Dollars and 00/100 dollars
($81,876.00) (U.S. Currency) payable at time of closing.
III. CLOSING
3.01 The Closing (THE "CLOSING DATE ", "DATE OF CLOSING ", OR
"CLOSING") of the transaction shall he held on or before one hundred and twenty
(120) days following execution of this Agreement by the Purchaser, unless
extended by mutual written agreement of the parties hereto. The Closing shall be
held at the Collier County Attorney's Office, Administration Building, 3301 Tamiami
i
CONSERVATION COLLIER
Property Identification No. 39774960007 & 39774960104
Agenda Item No. 167-11
January 13. 2009
Page 7 of 17
Trail East, Naples, Florida. The procedure to be followed by the parties in
connection with the Closing shall be as follows:
3.011 Seller shall convey a marketable title free of any liens, encumbrances,
exceptions, or qualifications. Marketable title shall be determined according to
applicable title standards adopted by the Florida Bar and in accordance with
law. At the Closing, the Seller shall cause to be delivered to the Purchaser
the items specified herein and the following documents and instruments duly
executed and acknowledged, in recordable form:
3.0111 Warranty Deed in favor of Purchaser conveying title to the
Property, free and clear of all liens and encumbrances other than:
(a) The lien for current taxes and assessments.
(b) Such other easements, restrictions or conditions of record.
3.0112 Combined Purchaser - Seller closing statement.
3.0113 A "Gap," Tax Proration, Owner's and Non - Foreign Affidavit," as
required by Section 1445 of the Internal Revenue Code and as required
by the title insurance underwriter in order to insure the "gap" and issue
the policy contemplated by the title insurance commitment.
3.0114 A W -9 Form, "Request for Taxpayer Identification and
Certification" as required by the Internal Revenue Service.
3.012 At the Closing, the Purchaser, or its assignee, shall cause to be delivered to
the Seller the following:
3.0121 A negotiable instrument (County Warrant) in an amount equal to
the Purchase Price. No funds shall be disbursed to Seller until the Title
Company verifies that the state of the title to the Property has not
changed adversely since the date of the last endorsement to the
commitment, referenced in Section 4.011 thereto, and the Title
Company is irrevocably committed to pay the Purchase Price to Seller
and to issue the Owner's title policy to Purchaser in accordance with the
commitment immediately after the recording of the deed.
3.0122 Funds payable to the Seller representing the cash payment due
at Closing in accordance with Article III hereof, shall be subject to
adjustment 10r prorations as hereinafter set forth.
3.02 Each party shall be responsible for payment of its own attorney's fees. Seller,
at its sole cost and expense, shall pay at Closing all documentary stamp taxes due
relating to the recording of the Warranty Deed, in accordance with Chapter 201.01,
Florida Statutes, and the cost of recording any instruments necessary to clear
Seller's title to the Property. The cost of the Owner's Form B Title Policy, issued
CONSERVATION COLLIER
Property Identification No. 39774960007 & 39774960104
Agenda Item No. 16,11 11
January 13. 2009
Page 8 of 17
pursuant to the Commitment provided for in Section 4.011 below, shall be paid by
Purchaser. The cost of the title commitment shall also be paid by Purchaser.
3.03 Purchaser shall
pay for the cost of
recording the Warranty Deed.
Real
Property taxes shall
be prorated based
on the current year's tax with
due
allowance made for
maximum allowable
discount, homestead and any
other
applicable exemptions and paid by Seller.
If Closing occurs at a date which
the
current year's millage
is not fixed, taxes will
be prorated based upon such
prior
year's millage.
IV. REQUIREMENTS AND CONDITIONS
4.01 Upon execution of this Agreement by both parties or at such other time as
specified within this Article, Purchaser and/or Seller, as the case may be, shall
perform the following within the times stated, which shall be conditions precedent
to the Closing;
4.011 Within fifteen (15) days after the date hereof, Purchaser shall obtain as
evidence of title an ALTA Commitment for an Owner's Title Insurance Policy
(ALTA Form B -1970) covering the Property, together with hard copies of all
exceptions shown thereon. Purchaser shall have thirty (30) days, following
receipt of the title insurance commitment, to notify Seller in writing of any
objection to title other than liens evidencing monetary obligations, if any,
which obligations shall be paid at closing. If the title commitment contains
exceptions that make the title unmarketable, Purchaser shall deliver to the
Seller written notice of its intention to waive the applicable contingencies or to
terminate this Agreement.
4.012 If Purchaser shall fail to advise the Seller in writing of any such
objections in Seller's title in the manner herein required by this Agreement, the
title shall be deemed acceptable. Upon notification of Purchaser's objection to
title, Seller shall have thirty (30) days to remedy any defects in order to convey
good and marketable title, except for liens or monetary obligations which will
be satisfied at Closing. Seller, at its sole expense, shall use its best efforts to
make such title good and marketable. In the event Seller is unable to cure
said objections within said time period, Purchaser, by providing written notice
to Seller within seven (7) days after expiration of said thirty (30) day period,
may accept title as it then is, waiving any objection; or Purchaser may
terminate the Agreement. A failure by Purchaser to give such written notice of
termination within the time period provided herein shall be deemed an election
by Purchaser to accept the exceptions to title as shown in the title
commitment.
4.013 Seller agrees to furnish any existing surveys of the Property in Seller's
possession to Purchaser within 10 (ten) days of the effective date of this
Agreement. Purchaser shall have the option, at its own expense, to obtain a
current survey of the Property prepared by a surveyor licensed by the State of
Florida. No adjustments to the Purchase Price shall be made based upon any
3
CONSERVATION COLLIER
Property Identification No. 39774960007 & 39774960104
Agenda Item No. 16E11
January 13, 2009
Page 9 of 17
change to the total acreage referenced in Exhibit 'A" unless the difference in
acreage revealed by survey exceeds 5% of the overall acreage. If the survey
provided by Seller or obtained by Purchaser, as certified by a registered
Florida surveyor, shows: (a) an encroachment onto the property; or (b) that an
improvement located on the Property projects onto lands of others, or (c) lack
of legal access to a public roadway, the Purchaser shall notify the Seller in
writing of such encroachment, projection, or lack of legal access, and Seller
shall have the option of curing said encroachment or projection, or obtaining
legal access to the Property from a public roadway, within sixty (60) days of
receipt of said written notice from Purchaser. Purchaser shall have ninety (90)
days from the effective date of this Agreement to notify Seller of any such
objections. Should Seller elect not to or be unable to remove the
encroachment, projection, or provide legal access to the property within said
sixty (60) day period, Purchaser, by providing written notice to Seller within
seven (7) days after expiration of said sixty (60) day period, may accept the
Property as it then is, waiving any objection to the encroachment, or
projection, or lack of legal access, or Purchaser may terminate the Agreement.
A failure by Purchaser to give such written notice of termination within the time
period provided herein shall be deemed an election by Purchaser to accept the
Property with the encroachment, or projection, or lack of legal access.
V. INSPECTION PERIOD
5.01 Purchaser shall have one hundred and twenty (120) days from the date of
this Agreement, ( "Inspection Period "), to determine through appropriate
investigation that:
1. Soil tests and engineering studies indicate that the Property can be developed
without any abnormal demucking, soil stabilization or foundations.
2. There are no abnormal drainage or environmental requirements to the
development of the Property.
3. The Property is in compliance with all applicable State and Federal
environmental laws and the Property is free from any pollution or
contamination.
4. The Property can be utilized for its intended use and purpose in the
Conservation Collier program.
5.02 If Purchaser is not satisfied, for any reason whatsoever, with the results of
any investigation, Purchaser shall deliver to Seller prior to the expiration of the
Inspection Period, written notice of its intention to waive the applicable
contingencies or to terminate this Agreement. If Purchaser fails to notify the Seller
In writing of its specific objections as provided herein within the inspection Period,
it shall be deemed that the Purchaser is satisfied with the results of its
investigations and the contingencies of this Article V shall be deemed waived. In
the event Purchaser elects to terminate this Agreement because of the right of
inspection, Purchaser shall deliver to Seller copies of all engineering reports and
environmental and soil testing results commissioned by Purchaser with respect to
the Property.
4
CONSERVATION COLLIER
Property Identification No. 39774960007 & 39774960104
?.gcnda It-m No. 16E11
January 13, 2009
Page 10 of 17
5.03 Purchaser and its agents, employees and servants shall, at their own risk and
expense, have the right to go upon the Property for the purpose of surveying and
conducting site analyses, soil borings and all other necessary investigation.
Purchaser shall, in performing such tests, use due care. Seller shall be notified
by Purchaser no less than twenty -four (24) hours prior to said inspection of the
Property.
VI. INSPECTION
6.01 Seller acknowledges that the Purchaser, or its authorized agents, shall have
the right to inspect the Property at any time prior to the Closing.
VII. POSSESSION
7.01 Purchaser shall be entitled to full possession of the Property at Closing.
VIII. PRORATIONS
8.01 Ad valorem taxes next due and payable, after closing on the Property, shall
be prorated at Closing based upon the gross amount of 2008 taxes, and shall be
paid by Seller.
IX. TERMINATION AND REMEDIES
9.01 If Seller shall have failed to perform any of the covenants and /or agreements
contained herein which are to be performed by Seller, within ten (10) days of
written notification of such failure, Purchaser may, at its option, terminate this
Agreement by giving written notice of termination to Seller. Purchaser shall have
the right to seek and enforce all rights and remedies available at law or in equity
to a contract vendee, including the right to seek specific performance of this
Agreement.
9.02 If the Purchaser has not terminated this Agreement pursuant to any of the
provisions authorizing such termination, and Purchaser fails to close the
transaction contemplated hereby or otherwise fails to perform any of the terms,
covenants and conditions of this Agreement as required on the part of Purchaser
to be performed, provided Seller is not in default, then as Seller's sole remedy,
Seller shall have the right to terminate and cancel this Agreement by giving written
notice thereof to Purchaser, whereupon one -half percent 1/( 2 %) of the purchase
price shall be paid to Seller as liquidated damages which shall be Seller's sole
and exclusive remedy, and neither party shall have any further liability- or
obligation to the other except as set forth in paragraph 12.01, (Real Estate
Brokers), hereof. The parties acknowledge and agree that Seller's actual
damages in the event of Purchaser's default are uncertain in amount and difficult
to ascertain, and that said amount of liquidated damages was reasonably
determined by mutual agreement between the parties, and said sure was not
intended to be a penalty in nature.
CONSERVATION COLLIER
Property Identification No. 39774960007 $ 39774960104
Agenda Item No. 16E11
January 13, 2009
Page 11 of 17
9.03 The parties acknowledge that the remedies described herein and in the
other provisions of this Agreement provide mutually satisfactory and sufficient
remedies to each of the parties, and take into account the peculiar risks and
expenses of each of the parties.
X. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES
10.01 Seller and Purchaser represent and warrant the following:
10.011 Seller and Purchaser have full right and authority to enter into and to
execute this Agreement and to undertake all actions and to perform all tasks
required of each hereunder. Seller is not presently the subject of a pending,
threatened or contemplated bankruptcy proceeding.
10.012 Seller has full right, power, and authority to own and operate the
Property, and to execute, deliver, and perform its obligations under this
Agreement and the instruments executed in connection herewith, and to
consummate the transaction contemplated hereby. All necessary
authorizations and approvals have been obtained authorizing Seller and
Purchaser to execute and consummate the transaction contemplated hereby.
At Closing, certified copies of such approvals shall be delivered to Purchaser
and /or Seller, if necessary.
10.013 The warranties set forth in this paragraph shall be true on the date of
this Agreement and as of the date of Closing. Purchaser's acceptance of a
deed to the said Property shall not be deemed to be full performance and
discharge of every agreement and obligation on the part of the Seller to be
performed pursuant to the provisions of this Agreement.
10.014 Seller represents that it has no knowledge of any actions, suits, claims,
proceedings, litigation or investigations pending or threatened against Seller,
at law, equity or in arbitration before or by any federal, state, municipal or other
governmental instrumentality that relate to this agreement or any other
property that could, if continued, adversely affect Seller's ability to sell the
Property to Purchaser according to the terms of this Agreement.
10.015 No party or person other than Purchaser has any right or option to
acquire the Property or any portion thereof.
10.016 Until the date fixed for Closing, so long as this Agreement remains in
force and effect, Seller shall not encumber or convey any portion of the
Property or any rights therein, nor enter into any agreements granting any
person or entity any rights with respect to the Property or any part thereof,
without first obtaining the written consent of Purchaser to such conveyance,
encumbrance, or agreement which consent .may be withheld by Purchaser for
any ra—on whatsoever. as
6
Ada Item No. 1 „Ell
January !', ZDb9
CONSERVATION COLLIER Pane 12 of 17
Property Identification No. 39774960007 & 39774960104
10.017 Seller represents that there are no incinerators, septic tanks or
cesspools on the Property; all waste, if any, is discharged into a public sanitary
sewer system; Seller represents that they have (it has) no knowledge that any
pollutants are or have been discharged from the Property, directly or indirectly
into any body of water. Seller represents the Property has not been used for
the production, handling, storage, transportation, manufacture or disposal of
hazardous or toxic substances or wastes, as such terms are defined in
applicable laws and regulations, or any other activity that would have toxic
results, and no such hazardous or toxic substances are currently used in
connection with the operation of the Property, and there is no proceeding or
inquiry by any authority with respect thereto. Seller represents that they have
(it has) no knowledge that there is ground water contamination on the Property
or potential of ground water contamination from neighboring properties. Seller
represents no storage tanks for gasoline or any other substances are or were
located on the Property at any time during or prior to Seller's ownership
thereof. Seller represents none of the Property has been used as a sanitary
landfill.
10.018 Seller has no knowledge that the Property and Seller's operations
concerning the Property are in violation of any applicable Federal, State or
local statute, law or regulation, or of any notice from any governmental body
has been served upon Seller claiming any violation of any law, ordinance,
code or regulation or requiring or calling attention to the need for any work,
repairs, construction, alterations or installation on or in connection with the
Property in order to comply with any laws, ordinances, codes or regulation with
which Seller has not complied.
10.019 There are no unrecorded restrictions, easements or rights of way
(other than existing zoning regulations) that restrict or affect the use of the
Property, and there are no maintenance, construction, advertising,
management, leasing, employment, service or other contracts affecting the
Property.
10.020 Seller has no knowledge that there are any suits, actions or arbitration,
bond issuances or proposals therefor, proposals for public improvement
assessments, pay -back agreements, paving agreements, road expansion or
improvement agreements, utility moratoriums, use moratoriums, improvement
moratoriums, administrative or other proceedings or governmental
investigations or requirements, formal or informal, existing or pending or
threatened which affects the Property or which adversely affects Seller's ability
to perform hereunder; nor is there any other charge or expense upon or
related to the Property 'JJI t,C11 11 i ivf been disclosed tv Purchaser in writing
prior to the effective date of this Agreement.
10.021 Seiler acknowledges and agrees that Purchaser is entering into this
Agraarriartt based iirnnn Cnller'S rerar°C°nfat;0. ^.S Stated at)CVe and Cn the
understandino that Seller will not r.ause the zoning or physical condition of the
Property to change from its existing state on the effective date of this
7
CONSERVATION COLLIER
Property Identification No. 39774960007 8 39774960104
,yen -'a Item Nib. 16E11
January 13, 2009
Page 13 of 17
Agreement up to and including the Date of Closing. Therefore, Seller agrees
not to enter into any contracts or agreements pertaining to or affecting the
Property and not to do any act or omit to perform any act which would change
the zoning or physical condition of the Property or the governmental
ordinances or laws governing same. Seller also agrees to notify Purchaser
promptly of any change in the facts contained in the foregoing representations
and of any notice or proposed change in the zoning, or any other action or
notice, that may be proposed or promulgated by any third parties or any
governmental authorities having jurisdiction of the development of the property
which may restrict or change any other condition of the Property.
10.022 At the Closing, Seller shall deliver to Purchaser a statement
(hereinafter called the "Closing Representative Statement ") reasserting the
foregoing representations as of the Date of Closing, which provisions shall
survive the Closing.
10.023 Seller represents, warrants and agrees to indemnify, reimburse, defend
and hold Purchaser harmless from any and all costs (including attorney's fees)
asserted against, imposed on or incurred by Purchaser, directly or indirectly,
pursuant to or in connection with the application of any federal, state, local or
common law relating to pollution or protection of the environment which shall
be in accordance with, but not limited to, the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, 42 U.S.C. Section 9601,
et seq., ( "CERCLA" or "Superfund "), which was amended and upgraded by the
Superfund Amendment and Reauthorization Act of 1986 ( "SARA "), including
any amendments or successor in function to these acts. This provision and
the rights of Purchaser, hereunder, shall survive Closing and are not deemed
satisfied by conveyance of title.
10.024 Any loss and /or damage to the Property between the date of this
Agreement and the date of Closing shall be Seller's sole risk and expense.
XI. NOTICES
11.01 Any notice, request, demand, instruction or other communication to be
given to either party hereunder shall be in writing, sent by facsimile with
automated confirmation of receipt, or by registered, or certified mail, return receipt
requested, postage prepaid, addressed as follows:
If to Purchaser: Alexandra Sulecki, Coordinator
Conservation Collier Land Acquisition Program
Copier County Facilities Department
3301 Tamiami Trail East
Naples, Florida 34112
CONSERVATION COLLIER
Property Identification No. 39774960007 & 39774960104
A ,-nda ;tern No. 16E31
January 13, 2009
Page 14 of 17
With a copy to: Cindy M. Erb, SR/WA, Senior Property Acquisition Specialist
Collier County Real Property Management
Administration Building
3301 Tamiami Trail East
Naples, Florida 34112
Telephone number: 239 - 252 -8991
Fax number: 239 - 252 -8876
If to Seller: Michael Zell
3860 Lake Road
Sheffield Lake, OH 44054
Telephone number: 440 - 346 -0597
Fax number:
11.02 The addressees and numbers for the purpose of this Article may be
changed by either party by giving written notice of such change to the other party
in the manner provided herein. For the purpose of changing such addresses or
addressees only, unless and until such written notice is received, the last
addressee and respective address stated herein shall be deemed to continue in
effect for all purposes.
X!I. REAL ESTATE BROKERS
12.01 Any and all brokerage commissions or fees shall be the sole responsibility
of the Seller. Seller shall indemnify Purchaser and hold Purchaser harmless from
and against any claim or liability for commission or fees to any broker or any other
person or party claiming to have been engaged by Seller as a real estate broker,
salesman or representative, in connection with this Agreement. Seller agrees to
pay any and all commissions or fees at closing pursuant to the terms of a
separate agreement, if any.
XIII. MISCELLANEOUS
13.01 This Agreement may be executed in any manner of counterparts which
together shall constitute the agreement of the parties.
13.02 This Agreement and the terms and provisions hereof shall be effective as of
the date this Agreement is executed by both parties and shall inure to the benefit
of and be binding upon the parties hereto and their respective heirs, executors,
personal representatives, successors, successor trustee, and assignees
whenever the colltexL so requires or admits.
13.03 Any amendment to this Agreement shall not bind any of the parties hereof
unless such amendment is in writing and executed and dated by Purchaser and
Se!!er. Any BmCnd mein to thl$ Agreement shall be binding upon Purchaser and
Seller as coon as it hac been executed by both partleS.
CONSERVATION COLLIER
Property Identification No. 39774960007 & 39774960104
yencia i le- m r: o. 1_E11
January 13, 2009
Page 15 of 17
13.04 Captions and section headings contained in this Agreement are for
convenience and reference only; in no way do they define, describe, extend or
limit the scope or intent of this Agreement or any provisions hereof.
13.05 All terms and words used in this Agreement, regardless of the number and
gender in which used, shall be deemed to include any other gender or number as
-the context or the use thereof may require.-
13.06 No waiver of any provision of this Agreement shall be effective unless it is in
writing signed by the party against whom it is asserted, and any waiver of any
provision of this Agreement shall be applicable only to the specific instance to
which it is related and shall not be deemed to be a continuing or future waiver as
to such provision or a waiver as to any other provision.
13.07 If any date specified in this Agreement falls on a Saturday, Sunday or legal
holiday, then the date to which such reference is made shall be extended to the
next succeeding business day.
13.08 Seller is aware of and understands that the 'offer" to purchase represented
by this Agreement is subject to acceptance and approval by the Board of County
Commissioners of Collier County, Florida.
13.09 If the Seller holds the Property in the form of a partnership, limited
partnership, corporation, trust or any form of representative capacity whatsoever
for others, Seller shall make a written public disclosure, according to Chapter 286,
Florida Statutes, under oath, of the name and address of every person having a
beneficial interest in the Property before Property held in such capacity is
conveyed to Collier County. (If the corporation is registered with the Federal
Securities Exchange Commission or registered pursuant to Chapter 517, Florida
Statutes, whose stock is for sale to the general public, it is hereby exempt from
the provisions of Chapter 286, Florida Statutes.)
13.10 This Agreement is governed and construed in accordance with the laws of
the State of Florida.
XIV_ ENTIRE AGREEMENT
14.01 This Agreement and the exhibits attached hereto contain the entire
agreement between the parties, and no promise, representation, warranty or
covenant not included in this Agreement or any such referenced agreements has
been or is being relied upon by either party. No modification or amendment of
this Agreement Shall be of any f0iCe vie eft iinieSS iiade iii'vViiting and executed
and dated by both Purchaser and Seller. Time is of the essence of this
Agreement.
10
CONSERVATION COLLIER
Property Identification No. 39774960007 & 39774960104
IN WITNESS WHEREOF, the parties hereto have signed below.
Dated Project/Acquisition Approved by BCC:
AS TO PURCHASER:
DATE
ATTEST:
DWIGHT E. BROCK, Clerk
, Deputy Clerk
AS TO SELLER:
DATED: I�— ig —o8
ES:
(S nature)
(Printed Name)
d
ignature)
(Printed Name)
Approved as to form and
legal sufficiency:
Jennfe A. B—eIp,4'6�
Assistant County A8orney
11
Aaenda (ten No. 16E11
January 13. 2009
Paqe 16 of 17
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
MR
TOM HENNING, Chairman
Agenda Item No. 16E11
January 13. 2009
Page 17 of 17
EXHIBIT "A"
PROPERTY IDENTIFICATION NUMBER: 39774960007
LEGAL DESCRIPTION:- _. _ ..
THE EAST HALF (E 1/2) OF TRACT 41, GOLDEN GATE ESTATES, UNIT
NO. 62, ACCORDING TO THE PLAT THEREOF AS RECORDED IN
PLAT BOOK 5, PAGE 87 OF THE PUBLIC RECORDS OF COLLIER
COUNTY, FLORIDA.
oms
PROPERTY IDENTIFICATION NUMBER: 39774960104
LEGAL DESCRIPTION:
THE WEST HALF (W ;z) OF TRACT 41, GOLDEN GATE ESTATES,
UNIT NO. 62, ACCORDING TO THE PLAT THEREOF AS RECORDED
IN PLAT BOOK 5, PAGE 87 OF THE PUBLIC RECORDS OF COLLIER
COUNTY, FLORIDA.
Containing 5 acres, more or less