Agenda 10/27/2009 Item #16D11I
Agenda Item No. 16D11
October 27, 2009
Page 1 of 7
EXECUTIVE SUMMARY
Recommendation that the Board of County Commissioners approves a Real Estate
Conveyance Agreement between Collier County and the David Lawrence Mental Health
Center, Inc., to convey a portion of County owned land located at 425 l' Street North,
Immokalee, at no cost to the David Lawrence Center.
OBJECTIVE: To obtain approval from the Board of County Commissioners to execute a Real
Estate Conveyance Agreement for County-owned land located at 425 lot Street North,
Immokalee, in anticipation of conveying the land, at no cost, to the David Lawrence Center.
CONSIDERATIONS: At the December 2, 2008 BCC meeting, David Schimmel, representing the
David Lawrence Center, made a public petition request to the Board of County Commissioners
('Board') to discuss the donation of property from the County to the David Lawrence Center
('Center'), in which their facility is currently built upon. At that meeting, the Board determined that
further research would need to be done before a decision could be made to convey the property
and for staff to work with the David Lawrence Center on an Agreement suitable for both parties.
As directed by the Board, County staff has been working with Mr. Schimmel and the Center for an
Agreement to convey the land from the County to the Center. The Agreement that is being
presented has been drafted by County staff and has been reviewed and approved by the County
Attorney's Office and the Center.
The subject property is the current location of the Center which has been leased from Collier
County since 1987. The Center constructed the building and its related improvements at its sole
cost and expense. The subject property is a 1.75 acre parcel ('Land') that will be split from the
parent parcel consisting of 10+/- acres. The parent tract, which is adjacent to the Immokalee
Community Park, is the location of the Immokalee Library and the Immokalee Health Center. A
location map has been attached for reference.
As a condition contained in the Agreement, the Center is required to perform due diligence
related to the conveyance of the land, within 120 days from the effective date of the Agreement.
The effective date of the Agreement shall be the date that the Agreement is executed by the
Board of County Commissioners. The Center agrees to accept the Land 'as is' and shall be
solely responsible for the procedure, cost and expense, for obtaining any and all permits and
approval required for the completion of the conveyance of this Land. The Center is required to
provide the County with a zoning verification letter, or official interpretation from the appropriate
regulatory agency authorities that the conveyance of the land can be accomplished with no
adverse effect to the remainder of the County's property and the facilities thereto.
The Center shall be responsible for all costs associated with the preparation of the legal
description and sketch clearly indentifying the boundaries of the Land to be conveyed. The
Center also realizes that the Land and the County's remaining property are subject to a common
Site Development Plan and will be restricted so as not to adversely affect all or any part of the
County's remaining property. The Center also agrees to exonerate and hold the County harmless
from and against any and all liability resulting from violation of this restriction, including all costs
with the correction of adverse impacts.
The Agreement contains a reverter clause for the Land to be returned to Collier County should
the Land not be used as a mental health facility by the Center. The Center will be required to
obtain written permission from the County prior to obtaining any financing wherein the Land shall
U
Agenda Item No. 1SO11
October 27.2OOG
Page 2 of 7
be used as collateral. The Agreement specifies that any financing shall be used exclusively to
make improvements to the Land.
At a future meeting following the due diligence pariod. County staff will submit bJthe Board of
County Commissioners a Statutory Deed and all pertinent documentation relating to but not
limited to |ightin8, parking, dnainage, etc. for final approval prior to the land being conveyed 0o the
Center.
FISCAL IMPACT: The total cost will not exceed $27.03 for the recording of the Statutory Deed
GROWTH MANAGEMENT IMPACT: There is no impact to the Collier County Growth
Management Plan.
LEGAL CONSIDERATIONS: This Kmnl has been navevvod and approved by the County
Attorney's office and is legally sufficient. JBVV
That the Board of County Commissioners approves the Real Estate
Conveyance Agreement, and authorizes the Chairman to execute the Real Estate [|mnvaymnoa
Agreement.
PREPARED BY: Jason Binaa, Property Acquisition Gpecio|iet, Real Property Management,
Department of Facilities Management.
-~~�-- '---- '--- --~~~—'-- n —~---�
V
Page 1 of 1
Agenda Item No. 16D11
October 27, 2009
Page 3 of 7
ff1e://C: \AgendaTest \Export \137 - October 27, 2009 \16. CONSENT AGENDA \16D. PUBLI... 10/21/2009
COLLIER COUNTY
BOARD OF COUNTY COMMISSIONERS
Item Number:
16D11
Item Summary:
Recommendation that the Board of County Commissioners approves a Real Estate
Conveyance Agreement between Collier County and the David Lawrence Mental Health
Center, Inc., to convey a portion of County owned land located at 425 1 st Street North,
Immokalee, at no cost to the David Lawrence Center.
Meeting Date:
10/27/2009 9:00:00 AM
Prepared By
Jason Bires
Property Acquisition Specialist
Date
Administrative Services
Facilities Management
10/9/2009 2:42:01 PM
Approved By
Skip Camp, C.F.M.
Facilities Management Director
Date
Administrative Services
Facilities Management
10/13/2009 11:59 AM
Approved By
Marla Ramsey
Public Services Administrator
Date
Public Services
Public Services Admin.
10/13/2009 12:15 PM
Approved By
Toni A. Mott
Real Property Supervisor
Date
Administrative Services
Facilities Management
10/13/2009 3:42 PM
Approved By
Jennifer White
Assistant County Attorney
Date
County Attorney
County Attorney Office
10/14/2009 10:47 AM
Approved By
OMB Coordinator
OMB Coordinator
Date
County Manager's Office
Office of Management & Budget
10/14/2009 11:19 AM
Approved By
Jeff Klatzkow
County Attorney
Date
County Attorney
County Attorney Office
10/14/2009 2:11 PM
Approved By
Sherry Pryor
Management & Budget Analyst
Date
County Manager's Office
Office of Management & Budget
10/14/2009 3:10 PM
Approved By
John A. Yonkosky
Director of the Office of Management
Date
County Manager's Office
Office of Management & Budget
10/1412009 3:47 PM
ff1e://C: \AgendaTest \Export \137 - October 27, 2009 \16. CONSENT AGENDA \16D. PUBLI... 10/21/2009
Agenda Item No. 16D11
October 27, 2009
PROJECT: David Lawrence Center Page 4 of 7
POLIO NO: 00127120008
REAL ESTATE CONVEYANCE AGREEMENT
THIS AGREEMENT made and entered into this day of , 2009, by and
between COLLIER COUNTY, A POLITICAL SUBDIVISION OF THE STATE OF FLORIDA, whose
mailing address Is 3301 Tamiami Trail East, Naples, FL 34112 (hereinafter referred to as "County "),
and DAVID LAWRENCE MENTAL HEALTH CENTER, INC., a Florida non - profit corporation, dlbla
David Lawrence Center, whose mailing address is 6075 Bathey Lane, Naples, FL 34116 (hereinafter
referred to as "DLC ").
WHEREAS, the County desires to convey to DLC the property hereinafter described at no cost to DLC;
and
WHEREAS, Section 125.38, Florida Statutes allows the County to convey property to a not for profit
organization to be used for the public or community interest and welfare If It is not needed for County
use for a nominal price or other price as the Board of County Commissioners may fix regardless of the
actual value of the property;
WHEREAS, DLC desires to accept conveyance of the property under the terms and conditions
hereinafter set forth;
NOW, THEREFORE, In consideration of the recitals, the mutual covenants hereinafter set forth and
other good and valuable considerations, the receipt and sufficiency of which are hereby mutually
acknowledged, it is agreed by and between the parties as follows:
1. PREMISES: The real.property which is the subject of this Agreement is located in Collier County,
lorida, at 425 1" Street North, lmmokalee, FL 34142, and is described on Exhibit "A" attached hereto
-)nd made a part hereof.
As shown on Exhibit "A', the real property contains approximately 1.75 acres, and is to be split off from
the 10 +1- acre County Public Services facility at this location. The 1.75 acre parcel is hereinafter
referred to as the `Land ".
2. CONVEYANCE COSTS AND FINANCING: The County agrees to convey the Land to DLC at no
cost to DLC.
Conveyance shall be transacted at such time as a period of due diligence has been concluded and all
terms and conditions as stated herein have been satisfied, but in no event later than one hundred
hxenty (120) days following approval of this Agreement by the Collier County Board of County
Commissioners with an additional thirty (30) days for closing. Should conveyance not be transacted by
'.hat time, this Agreement shall be terminated and have no further force and effecL
DLC shall be responsible for payment of all costs associated with the transaction contemplated hereby,
either directly or by reimbursement
DLC shall obtain written permission from the County prior to obtaining any financing wherein the land
shall be used as collateral. Said financing shall be used exclusively to make Improvements to the
Land. Should DLC fail to comply with this requirement, the Land will automatically revert to the County.
DLC agrees to allow the County to inspect its records and premises in order to determine if these
commitments are met.
3. APPROVAL: This Agreement and the transaction contemplated hereby are subject to approval by
the Collier County Board of County Commissioners.
4. DISCLAIMER OF WARRANTIES: DLC understands and acknowledges that DLC will accept the
Land in "AS IS" condition and specifically and expressly without any warranties, representations or
guarantees, either express or implied, of any kind, nature, or type whatsoever from or on behalf of the
County. DLC acknowledges and agrees that DLC, in entering into this Agreement and receiving and
accepting the Land, is not relying on any representations made by the County regarding the condition,
suture development potential, or use of the Land. DLC further acknowledges that DLC has made
and/or has been given an adequate cpportunity to make such legal, factual and other inquiries and
investigations as DLC deems necessary, desirable or appropriate with respect to the Land (referred to
nerein as "due diligence "), Without in any way limiting the foregoing, DLC acknowledges and agrees
that DLC hereby waives, releases and discharges any claim that DLC has, might have had, or may
gave against the County with respect to the condition of the Land.
5. REVERTER: DLC agrees that should the Land at any time cease to be used as a mental health
facility, the Land will revert back to the County, and that a provision to this effect will beset forth in the
Statutory Deed conveying the Land to DLC.
Agenda Item No. 16D11
October 27, 2009
6. DUE DILIGENCE AND SUBSEQUENT DEVELOPMENT: As a condition of conveyance, and prior Page 5 of 7
thereto, DLC will be solely responsible, at DLC's cost and expense, for performing any and all due
diligence and obtaining any and all permits and approvals required for the completion of the
conveyance contemplated hereby, and DLC shall provide the County with a Zoning Verification Letter
or official interpretation from the appropriate regulatory authorities that the conveyance of the Land can
be accomplished with no adverse effect to the remainder of the County's property and facilities
including but not limited to: access, existing regulatory and permit requirements such as zoning,
stormwater management, parking space requirements and landscape requirements.
-DLC shall be responsible for all costs associated with the preparation of the legal description and
sketch clearly identifying the boundaries of the land to be conveyed.
DLC acknowledges that the-Land and the County's remaining property are subject to a common Site
Development Plan, and agrees that DLC's future use and development of the Land will be restricted so
as not to adversely affect all or any part of the County's remaining property. DLC further agrees to
exonerate and save harmless, protect and indemnify County against any and all liabilities resulting
from violation of this restriction, including but not limited to all costs associated with the correction of
any adverse impacts. Provisions regarding this restriction will be set forth in the Statutory Deed
conveying the Land to DLC, and indemnity provisions herein shall survive conveyance of the Land.
7. GENERAL PROVISIONS:
A. This Agreement, including all exhibits attached hereto and documents to be delivered
pursuant hereto, shall constitute the entire agreement and understanding of the parties, and there are
no other prior or contemporaneous written or oral agreements, undertakings, promises, warranties or
covenants not contained herein.
B. This Agreement may be amended only by a written memorandum subsequently executed
by all of the parties hereto.
C. No waiver of any provision or condition of this Agreement by any party shall be valid
unless in writing signed by such party. No such waiver shall be taken as a waiver of any other or
similar provision or of any future event, act or default.
D. Time is of the essence of this Agreement. In the computation of any period of time
provided for in this Agreement or by law, any date falling on a Saturday, Sunday or legal holiday shall
be deemed to refer to the next day which is not a Saturday, Sunday or legal holiday.
E. in the event that any provision of this Agreement shall be unenforceable in whole or in
kart, such provision shall be limited to the extent necessary to render the same valid, or shall be
r,xcised from this Agreement, as circumstances require, and this Agreement shall be construed as if
said provision had been incorporated herein as so limited, or as if sald provision had not been included
herein, as the case may be.
F. Headings of paragraphs are for convenience of reference only, and shall not be construed
as a part of this Agreement.
G. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto,
and their respective heirs, executors, personal representatives, successors and assigns, provided,
however, that this Agreement may not be assigned by the DLC without the prior express written
consent of the County, which consent may be withheld for any mason whatsoever.
H. Any and all notices permitted, or required to be given hereunder, shall be in writing and
shall be either personally delivered to the party or shall be sent by United States mail, postage prepaid,
registered or certified mail to the following addresses. Any such notice shall be deemed given and
effective upon receipt or refusal of delivery thereof by the primary party to whom it is to be sent.
AS TO COUNTY, Collier County Real Property Management
Attention: Jason Wires, Property Acquisition Specialist
3301 Tamiami Trail East
Building W
Naples, Florida 34112
WITH A COPY TO: Collier County Attorney's Office
Attention: Jennifer White, Assistant County Attorney
3301 East Tarniami Trail
W. Harmon Turner Building, 8`" Floor
Naples, Florida 34112
AS TO DLC; David Lawrence Center
Attention: David Schimmel
6075 Bathey Lane
Naples, Florida 34116
Agenda Item No. 16D11
October 27, 2009
Page 6 of 7
I. This Agreement shall be governed in all respects by the laws of the State of Florida,
J. This Agreement is between the County and the DLC and no other party shall, under any
circumstances, be deemed to be a beneficiary of any of the terms and conditions to be performed by
the County pursuant to this Agreement.
K. All of the parties to this Agreement have participated fully in the negotiation and
preparation hereof; and, accordingly, this Agreement shall not be more strictly construed against any
one of the parties hereto.
L. Any prior agreements, representations, understandings or oral statements, including, but
not limited to rendering or representations contained in sales brochures, maps, sketches, advertising or
sales materials, and oral statements of sales representatives, if not expressed in this Agreement, are
void, have no effect, and have not been relied upon by the DLC.
8. OTHER PROVISIONS:
A. The County has the right to maintain possession of the property until the day of
conveyance, subject only to that certain Lease Agreement by and between the parties hereto dated
July 28, 1987
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and
year first above written,
AS TO THE COUNTY:
DATED:
ATTEST:
DWIGHT E. BROCK, Clerk
Deputy Clerk
AS TO THE DLC:
DATED: 8130109
rA ess (Sign �ture
!A L /
' me: - . . / �
(Print or Type)
gnal
1171nes ( ign ture
Name.
(Print orTypej
Approved as to form and
legal sufficiency:
"J I�-
Assistant County Attorny
BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, A POLITICAL SUBDIVISION
OF THE STATE OF FLORIDA
BY:
Donna Fiala, Chairman
DAVID LAWRENCE MENTAL HEALTH CENTER,
INC., a Florida non - profit corporation, dlb /a David
Lawrence Center ��11
BY: l UA
Print Name Mar V Z V,9,.vrA'Ly
Title :_ Dun
Address: 6075 Bathey Lane
Naples, FL 34116
} i&
S�
n
x a
Part•aF"'j'��:�.'"� .'^'"'"� ± "iM',s�r�kzc54iSrY Ala ..:�; y, >«zfr""r�.. .,..,::r ^- te".,�t++U". "r :.�G+ P�itm ..,
15 �
L>d4A
It IP,
J
r
/ L
M
A5N
t
e t iY, +y` t yi" �l'. ��• i5wr'6 H ti" fiI
d 4e
\r
' ``yv� {! '+,j uabt,vnwfrmMA+iYU.4;.t
1I
t
1
,6
MIN-
�r S
� r i
x