Agenda 03/24/2009 Item #16E 2
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EXECUTIVE SUMMARY
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Recommendation to approve an Agreement for Sale and Purchase with Mark
Sain, Esquire/Personal Representative on behalf of the Estate of Tessie Colluccio
for 1.59 acres under the Conservation Collier Land Acquisition Program, at a cost
not to exceed $26,750.
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 Mark Bain, Esquire/Persona! Representative on behalf of the
Estate of Tessie Colluccio (Seller).
CONSIDERATIONS: On January 25, 2005, Agenda Item 100, 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" iist 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 has not
committed.
Since October 28, 2008, the Board has authorized the purchase of eight (8) parcels within the
Project.
The Seller's property contains a total of 1.59 acres and is located within the Project. The land
cost for the 1.59 acre parcel is $26,036
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 wlii pay the Seiier $130.18 in iiquidated
damages.
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The CCLAAC approved this transaction on March 9, 2009, and voted to recommend Board
approval and execution of the attached Agreement.
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 $26,750 ($26,036 for the
property, and approximately $714 for the title commitment, title policy, and recording of
documents). The funds will be withdrawn from the Conservation Collier Trust Fund (172). As
of March 9, 2009, property costs for Conservation Collier properties. including this property and
those under contract, total $103,214,38502.
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. This item is not quasi-
judicial, and as such ex parte disclosure is not required. This item requires majority vote only.
JBW
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, SRNVA, Senior Property Acquisition Specialist, Real Property
Management, Department of Facilities Management
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COLLIER COUNTY
BOARD OF COUNTY COMMISSIONERS
Item Number:
Item Summary:
16E2
RecomrnendCition to approve an Agreement for Sale and Purchase with 1\i1ark 8ain,
Esquire/Personal Representative on behalf of the Estate of Tessie Cailuccio for 1.59 acres
under the Conservation Collier Land AcquIsition Program, al a cost not to exceed $26.750.
Meeting Date:
3/24/20099:00:00 AM
Prepared By
Cindy M. Erb
Senior Property Acquis.ition Spocialist
Date
Administrative Services
Facilities Management
,jl9t2009 12:50:05 PM
Approved By
Skip Camp, C.F.fvl.
Facilities h.~"mag0m~nt Director
Date
Administrative Services
racllities M"';1agem::nt
3iBrZ009 3:19 PM
Approved B)'
Alexandra J. Sulecki
SC'nior E:nvironmental SpoctaHst
t:3tC
Administrative Services
Facil;lies Management
3/9/20093:57 PM
Approved By
Toni A. Matt
Re-al Pr:Jperty Supc.'rdsor
Date
Administrative Servicf's
Facilities Management
3/11/7009 ~ 1:32 AM
Approl'od By
Jeff Klatzbw
Assistant County Attornt,y
D3te
County Attorney
County Attorney Offke
:'/11/20091:18 PM
Approved By
Len Golden Price
Administrative Services Administrator
Date
P,dministrative Services
A,dministrative S.::rvices Admin.
3f12/2009 1:31 PM
Approl'od By
Of.18 Coordinator
OMS Coordinator
Date
County Manager's Office
Office of Management & Budget
J'12f2009 2:20 Nil
Approved By
Laura Davisson
Mar.agem2nt & Budg0t .b.nalyst
Catc
County Manager's Office
Office of r\-lanag€lm>nt & 3udget
3ii6i200911:47L1M
Approyed By
James V. Mudd
County Manzgcr
D8:to
Board of County
Commissfonnrs
C')~~~~ty Ma:-:2;;0r's 0ffi(;~
3!1S!~009 ~:31 PM
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Consen'ation Collier Land Acquisition Program
Pmject Design Report
Date: March 9. 2009
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Conservation Collier: Winchester Head Multi-parcel Project
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Prollertv Owner: ESL\ TE OF TESS COLLUCCIO
Folio(s): 39955800009
Location: WEST 105 FEET OF TRACT 49, GOLDEN CiA TE ESTATES, UNIT 65
Size: 1,59 ACRES
Allllraisal/Otfer Amount: $26.036
History of Project:
Selected for Approved Project Re-approved Purchase Offer
the "A" for halted for purchase offer Accepted
category, #1 purchase by Bee by BCe . made to
priority, on by Bee conditionally 0\\ !leI'
the Active
Acquisition
List by
eCI,AAe
12/] 5/04 ]/~)/O5 9/12/05 5/22/07 8/27/08 10/27/08
Pnrllose of Proiect: Conservation Collier
Pro!!ram Qualifications:
The Winchester Head multi-parcel project which includes the Colluccio property, is an
approximately 160-acrc undeveloped depressional cypress head and marsh wetland
Project Design Report. Collllccio
AGenda item ~~o. -i CE2
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located in North Golden Gate Estates (NGGE) in Units 62 and 65. The entire site is
within the NGGE target protection area. Three different roads, one of which is paved,
provide public access to the site.
Using aerial photographs, elevation data, soil maps and public input, a total of I] 5
parcels (158.67 acres) were identified as being important for acquisition. Acquisitions
within the Winehester Head multi-pareel projeet serve a number of the goals of the
Conservation Collier Program, as stated in seetion 4 (Purpose and Intent) of the
Conservation Collier Ordinance (2003-67, as amended in 2007-65). These goals include
providing floodplain storage and flood protection for the surrounding residential
development, proteetion of surface and ground water resources and proteetion of wetland
dependent species habitat. Several listed plant speeies have been observed, a listed
wildlife species (Florida black bear) has been documented at the edges of the property
and many species of listed birds are using the area. Frog activity, an indication of overall
ecological quality, has been shown to be high by regional observers. The wetland areas
are nearly free of invasive exotic plant life, indicating good ecological value, good
potential for restoration and low estimated future management costs. Additionally, the
mature cypress and seasonally changing marsh are visually appealing and serve to
enhance the aesthetic setting of Collier County.
As of January 2009, no residcntial development pemlits have been obtained from Collier
County Development Services within the project boundaries. The Florida Department of
Environmental Protection (DEP), as part of an effort to map wetlands within the NGGE,
has detelmined through data and field conditions as of February 2006 that this area is a
wetland and that state wetland impact pcnnits are necessary.
Proiected Mana!!ement 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 timc well into the future of the project when
more parcels are acquired. Nature photography and bird watching are two activities that
can occur at prcsent. 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 (3ih and 39th Streets NE) provide access but the only parking is
the road right-of:way. 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 37th and 39th St. NW.
Minimalmanagcment activities, such as trash removal, can be accomplished using both
contracted and volunteer labor.
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CONSERVATION COLLIER
Property Identification No. 39955800009
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AGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT is made and entered into by and between MARK BAIN,
ESQUIRE/Personal Representative on Behalf of the Estate of TESSIE COLLUCCIO, who's
address is c/o MARK BAIN, ESQUIRE, MARK BAIN, PA, 2100 East Hallandale Beach
Boulevard, Suite 200, Hallandale Beach, FL 33009, (hereinafter collectively 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:
I. AGREEMENT
1.01 In consideration of the purchase price and upon the terms and conditions
hereinafter set forth, Seller shall sell to Purchaser and Purchaser shall purChase from
Seller the Property, described in Exhibit "A".
II. PAYMENT OF PURCHASE PRICE
2.01 The purchase price (the "Purchase Price") for the Property shall be Twenty Six
Thousand Thirty Six Dollars and 00/100 dollars ($26,036.00), (U.S. Currency)
payable at time of closing.
III. CLOSING
3.01 The Closing (THE "CLOSING DATE", "DATE OF CLOSING", OR "CLOSING") of
the transaction shall be held on or before one hundred and twenty (120) days
following execution of this Agreement by the Purchaser, unless extended by mutual
written agreement of the parties hereto. The Closing shall be held at the Collier
County Attorney's Office, Administration Building, 3301 Tamiami Trail East, Naples,
CONSERVATION COLLIER
Property Identification No. 39955800009
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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
for prorations as hereinafter set forth.
3.02 Each party shall be responsible for payment of its own attorney's fees. Seller, at
its sole cost and expense, shall pay at Closing all documentary stamp taxes due
relating to the recording of the Warranty Deed, in accordance with Chapter 201.01,
Florida Statutes, and the cost of recording any instruments necessary to clear Seller's
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CONSERVATION COLLIER
Property Identification No. 39955800009
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title to the Property. The cost of the Owner's Form B Title Policy, issued pursuant to
the Commitment provided for in Section 4.011 below, shall be paid by Purchaser. The
cost of the title commitment shall also be paid by Purchaser.
3.03 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 AL TA Commitment for an Owner's Title Insurance Policy
(AL TA 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
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CONSERVATION COLLIER
Property Identification No. 39955800009
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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 fiOm 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.
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CONSERVATION COLLIER
Property Identification No. 39955800009
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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 sum was not intended to be a penalty in nature.
9.03 The parties acknowledge that the remedies described herein and in the other
provisions of this Agreement provide mutually satisfactory and sufficient remedies to
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CONSERVATION COLLIER
Property Identification No. 39955800009
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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 reason whatsoever.
10.017 Seller represents that there are no incinerators, septic tanks or cesspools
on the Property; all waste, if any, is discharged into a public sanitary sewer
system; Seller represents that they have (it has) no knowledge that any pollutants
are or have been discharged from the Property, directly or indirectly into any body
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CONSERVATION COLLIER
Property Identification No. 39955800009
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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 Properly has
been used as a sanitary landfill.
10.018 Seller has no knowledge that the Property and Seller's operations
concerning the Property are in violation of any applicable Federal, State or local
statute, law or regulation, or of any notice from any governmental body has been
served upon Seller claiming any violation of any law, ordinance, code or regulation
or requiring or calling attention to the need for any work, repairs, construction,
alterations or installation on or in connection with the Property in order to comply
with any laws, ordinances, codes or regulation with which Seller has not complied.
10.019 There are no unrecorded restrictions, easements or rights of way (other
than existing zoning regulations) that restrict or affect the use of the Property, and
there are no maintenance, construction, advertising, management, leasing,
employment, service or other contracts affecting the Property.
10.020 Seller has no knowledge that there are any suits, actions or arbitration,
bond issuances or proposals therefor, proposals for public improvement
assessments, pay-back agreements, paving agreements, road expansion or
improvement agreements, utility moratoriums, use moratoriums, improvement
moratoriums, administrative or other proceedings or governmental investigations
or requirements, formal or informal, existing or pending or threatened which
affects the Property or which adversely affects Seller's ability to perform
hereunder; nor is there any other charge or expense upon or related to the
Property which has not been disclosed to Purchaser in writing prior to the effective
date of this Agreement.
10.021 Seller acknowledges and agrees that Purchaser is entering into this
Agreement based upon Seller's representations stated above and on the
understanding that Seller will not cause the zoning or physical condition of the
Property to change from its existing state on the effective date of this Agreement
up to and including the Date of Closing. Therefore, Seller agrees not to enter into
any contracts or agreements pertaining to or affecting the Property and not to do
any act or omit to perform any act which would change the zoning or physical
condition of the Property or the governmental ordinances or laws governing same.
Seller also agrees to notify Purchaser promptly of any change in the facts
contained in the foregoing representations and of any notice or proposed change
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CONSERVATION COLLIER
Property Identification No. 39955800009
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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
Collier County Facilities Department
3301 Tamiami Trail East
Naples, Florida 34112
With a copy to:
Cindy M. Erb, SRfWA, Senior Property Acquisition Specialist
Collier County Real Property Management
Facilities Building - Building W
3301 Tamiami Trail East
Naples, Florida 34112
Telephone number: 239-252-8991
Fax number: 239-252-8876
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Property Identification No. 39955800009
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If to Seller:
Estate of Tessie Colluccio
clo Mark Bain, Esquire
2100 East Hallandale Beach Boulevard, Suite 200
Hallandale Beach, FL 33009
Telephone number: 954-455-8802
Fax number: 954-414-4308
11.02 The addressees and numbers for the purpose of this Article may be changed
by either party by giving written notice of such change to the other party in the
manner provided herein. For the purpose of changing such addresses or addressees
only, unless and until such written notice is received, the last addressee and
respective address stated herein shall be deemed to continue in effect for all
purposes.
XII. REAL ESTATE BROKERS
12.01 Any and all brokerage commissions or fees shall be the sole responsibility of
the Seller. Seller shall indemnify Purchaser and hold Purchaser harmless from and
against any claim or liability for commission or fees to any broker or any other person
or party claiming to have been engaged by Seller as a real estate broker, salesman or
representative, in connection with this Agreement. Seller agrees to pay any and all
commissions or fees at closing pursuant to the terms of a separate agreement, if any.
XIII. MISCELLANEOUS
13.01 This Agreement may be executed in any manner of counterparts which
together shall constitute the agreement of the parties.
13.02 This Agreement and the terms and provisions hereof shall be effective as of the
date this Agreement is executed by both parties and shall inure to the benefit of and
be binding upon the parties hereto and their respective heirs, executors, personal
representatives, successors, successor trustee, and assignees whenever the context
so requires or admits.
13.03 Any amendment to this Agreement shall not bind any of the parties hereof
unless such amendment is in writing and executed and dated by Purchaser and
Seller. Any amendment to this Agreement shall be binding upon Purchaser and
Seller as soon as it has been executed by both parties.
13.04 Captions and section headings contained in this Agreement are for
convenience and reference only; in no way do they define, describe, extend or limit
the scope or intent of this Agreement or any provisions hereof.
13.05 All terms and words used in this Agreement, regardless of the number and
gender in which used, shall be deemed to include any other gender or number as the
context or the use thereof may require.
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Property Identification No. 39955800009
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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 force or effect unless made in writing and executed and dated by both
Purchaser and Seller. Time is of the essence of this Agreement.
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Property Identification No. 39955800009
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IN WITNESS WHEREOF, the parties hereto have signed below.
Dated Project/Acquisition Approved by BCC:
AS TO PURCHASER:
DATED:
ATTEST:
DWIGHT E. BROCK, Clerk
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
BY:
, Deputy Clerk
DONNA FIALA, Chairman
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Property Identification No. 39955800009
AS TO SELLER:
DATED:
WITNESSES:
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(Signature)
v!t0-c~_i /c5 /aI<<-----
(Pnnte Name
~lcVL
rinted Name)
Approved as to form and
legal sufficiency:
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Jennifer B. White
Assistant County Attorney
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BY:
MARK BAIN, ESQUIRE/PERSONAL
REPRESENTATIVE ON BEHALF OF
THE ESTATE OF TESSIE COllUCCIO
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CONSERVATION COLLIER
Property Identification No. 39955800009
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Page 18 of ":8
EXHIBIT "A"
PROPERTY IDENTIFICATION NUMBER: 39955800009
LEGAL DESCRIPTION:
THE WEST ONE HUNDRED FIVE (105') FEET OF THE WEST ONE
HUNDRED EIGHTY (180') FEET OF TRACT 49, GOLDEN GATE ESTATES,
UNIT NO. 65, ACCORDING TO THE PLAT THEREOF AS RECORDED IN
PLAT BOOK 5, PAGE 88 OF THE PUBLIC RECORDS OF COLLIER
COUNTY, FLORIDA.
1.59 Acres
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