Agenda 12/16/2008 Item #16E 6
Agenda Item No. 16E6
December 16, 2008
Page 1 of 16
EXECUTIVE SUMMARY
Recommendation to approve an Agreement for Sale and Purchase with Richard F.
Berman, as to 50%, and Frank J. Celsnak and Marlene J. Celsnak, as Trustees
utDIT (or utA) dated December 27, 1991, as to 50%, all as tenants in common, for
1.14 acres under the Conservation Collier land Acquisition Program, at a cost not
to exceed $19,300.
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 Richard F. Berman, as to 50%, and Frank J. Celsnak and Marlene
J. Celsnak, as Trustees U/DrT (or U/A) dated December 27, 1991, as to 50%, all as tenants in
common (Sellers).
CONSIDERATIONS: On January 25, 2005, Agenda Item 10D, the Board approved a
ConservatiDn 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 Df 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 fDr all parcels is $16,375 an acre.
Staff sent out 80 offer letters based on the averaged appraised values, and tD date, 6 have
accepted our offers, 1 said they are not interested, and 6 made inquiries but have not
committed.
On October 28, 2008, Agenda Item 16E8 was approved by the Board authorizing the purchase
of one (1) parcel within the Project.
The Sellers' property contains a total of 1.14 acres and is located within the Project. The land
cost for the 1.14 acre parcel is $18,668.
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.'\genda Item No. 16E6
December 16, 2008
Page 2 of 16
The attached Agreement prDvides that should the County elect not to close this transaction for
any reason, except for default by the Sellers, the County will pay the Sellers $93.34 in liquidated
damages.
The CCLAAC approved this transaction on November 10, 2008, 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 $19,300 ($18,668 for the
property, and approximately $632 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 2, 2008, property costs for Conservation Collier properties, including this property
and those under contract, total $102,575,385.02.
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, SRIVVA, Senior Property Acquisition Specialist, Real Property
Management, Department of Facilities Management
Page J of J
Agenda Item No. 16E6
December 16. 2008
Page 3 of 16
COLLIER COUNTY
BOARD OF COUNTY COMMISSIONERS
Item Number:
Item Summary:
16E6
Recommendation to approve an Agreement for Sale and Purchase with Richard F Berman.
as to 50%, and Frank J. Celsnak and Marlene J. Celsnak, as Trustees UlDfT (or U/A) dated
December 27, 1991, as to 50%, all as tenants in common, for 1.14 acres under the
Conservation Collier Land Acquisition Program, at a cost not to exceed $19.300.
Meeting Date:
12/16/2008 900:00 AM
Prepared B)'
Cindy M. Erb
Senior Property Acquisition Specialist
Facilities Management
Date
Administrative Services
11/10/20083:03:14 PM
Approved By
Jennifer A. Belpedio
County Attorney
Assistant County Attorney
County Attorney Office
Date
11/10/20085:27 PM
Approved By
Skip Camp, C.F.M.
Facilities Management Director
Date
Administrative Services
Facilities Management
11/13/200810:39 AM
Approved B)'
Toni A. Mott
Real Property Supervisor
Facilities Management
Date
Administrative Services
11/15120083:25 PM
Approved By
Alexandra J. Sulecki
Senior Environmental Specialist
Date
Administrative Services
Facilities Management
11/18/20082:02 PM
Approved By
Len Golden Price
Administrative Services Administrator
Date
Administrative Services
Administrative Services Admin.
11/18/20082:49 PM
Approved By
OMS Coordinator
Applications Analyst
Information Technology
Date
Administrative Services
11/18/20083:52 PM
Approved By
Scott R. Teach
Assistant County Attorney
Date
County Attorney
County Attorney Office
11/19/20089:39AM
Approved By
Laura Davisson
Management & Budget Analyst
Office of Management & Budget
Date
County Manager's Office
12/3/200811:58 AM
Approved By
James V. Mudd
County Manager
Date
Board of County
County Manager's Office
12/5/20087:34 PM
Commissioners
file://C:\AgendaTest\Export\ 118-December%20 16.%202008\ 16.%20CONSENT%20AGE... 12/1 0/2008
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L\genda Item I'Jo. 16E6
December 16. 2008
Page 4 of 16
Conservation Collier Land Acquisition Program
Project Design Report
Date: November 10, 2008
Conservation Collier: Winchester Head Project Map
41st Ave NE
39th Ave NE
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Conservation Collier _ Collier Soil &. Water Conservation District Lands
_ Acquired - Roads
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/ Bermanl Cetsnak 1.14 acres
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Propertv Owner: Berman! Celsnak
Folio(s): 39957800007
Location: GOLDEN GATE EST UNlT 65 W 75FT OF E 150FT OF TR 65
Size: 1.14 acres
Appraisal/Offer Amount: $18,668
Historv of Proiect:
Selected for Approved Proj ect Re-approved Purchase OtTer
the "A" for halted for purchase offer Accepted
category, #1 purchase by BCe by Bee - made to
priority, on by Bee conditionaiiy O\"'mer
the Active
Acquisition
List by
CCLAAC
12/t 5/04 ]/25/05 9/t 7/05 5/22/07 R/27 /08 9/t 7/08 ,
Agenda Item No. 16E6
December 16, 2008
Page 5 of 16
Puruose of Project: Conservation Collier
PrOl!ram Qualifications:
The Winchester Head multi-parcel project, which includes the Berman! Celsnak property,
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. The mature cypress and
seasonally changing marsh enhance the aesthetic setting of Collier County. Using aerial
photographs, elevation data, soil maps and public input. a total of 115 parcels (abDut 168
acres) were identified as being important for acquisition. 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 March
2004 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 Manal!ement Activities:
Active management of this project would not be feasible until a significant contiguous
area could be acquired. Since the area is relatively free of exotic plants, minimal control
efforts consisting of herbicide applications on exotics at the edges of owned properties
may be done until a larger area is 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 (37th and 39th 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 bc placcd
at boundaries along 37th and 39th St. NW. Minimal managemcnt activities, like trash
removal can be accomplished using both contracted and volunteer labor.
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CONSERVATION COLLIER
Property Identification No. 39957800007
.L\genda Item No. 16E6
December 16, 2008
Page 6 of 16
AGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT is made and entered into by and between RICHARD F, BERMAN,
AS TO 50%, whose address is 611 1" Street SW, Naples, FL 34117, AND FRANK J.
CELSNAK AND MARLENE J. CELSNAK, AS TRUSTEES UlDIT (OR UlA) DATED
DECEMBER 27,1991, AS TO 50%, ALL AS TENANTS IN COMMON, whose address
is 23133 Oakgien Lane, Bonita Springs, FL 34135-2010, (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"), iocated 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 Properly, 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 wh Ich 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, Seiler shall seilto Purchaser and Purchaser shail purchase
from Seiler the Property, described in Exhibit "A"
II. PAYMENT OF PURCHASE PRICE
2.01 The purchase price (the "Purchase Price") for the Properly shall be Eighteen
Thousand Six Hundred Sixty Eight Dollars and 00/100 dollars ($18,668.00),
(U.S. Currency) payabie 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 two hundred and forty
(240) 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, Florida. The procedure to be followed by the parties in
connection with the Ciosing shall be as foilows:
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.
CONSERVATION COLLIER
Property Identification No. 39957800007
Agenda Item No. 16E6
December 16, 2008
Page 7 of 16
(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 trtle insurance commitment.
3.0114 A W-g 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 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 wrth 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 T A 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.
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CONSERVATION COLLIER
Property Identification No. 39957800007
Agenda Item No. 16E6
December 16. 2008
Page 8 of 16
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
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 iegal 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 (gO)
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 Agieement. If Purchaser fails to notify the Seller
in writing of its specific objections as provided herein within the Inspection Period,
CONSERVATION COLLIER
Property Identification No. 39957800007
Aoenda Item No. 16E6
- December 16, 2008
Page 9 of 16
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.
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 2007 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
t6 be performed, provided Seller is not in default, then as Selle~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 Selle~s actual
damages in the event of Purchaser's default are uncertain in amount and difficult
to ascertain, and that said amount of liquidated damages was reasonably
determined by mutual agreement between the parties, and said sum was not
intended to be a penalty in nature
9.03 The parties acknowledge that the remedies described herein and in the
other provisions of this Agreement provide mutually satisfactory and sufficient
remedies to each of the parties, and take into account the peculiar risks and
expenses of each of the parties.
X. SELLER'S AND PURCHASER'S REPRESENTATiONS AND WARRANTIES
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CONSERVATION COLLIER
Property Identification No. 39957800007
Agenda Item No. 16E6
December 16. 2008
Page 10 of 16
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 fu II performance and
discharge of every agreement and obligation on the part of the Seller to be
performed pursuant to the provisions of this Agreement.
10014 Seller represents that it has no knowledge of any actions, suits, claims,
proceedings, litigation or investigations pending or threatened against Seller,
at law. equity or in arbitration before or by any federal, state, municipal or other
governmental instrumentality that relate to this agreement or any other
property that could, if continued, adversely affect Seller's ability to sell the
Property to Purchaser according to the terms of this Agreement.
10.015 No party or person other than Purchaser has any right or option to
acquire the Property or any portion thereof.
10.016 Until the date fixed for ClOSing, so long as this Agreement remains in
force and effect, Seller shall not encumber or convey any portion of the
Property or any rights therein, nor enter into any agreements granting any
person or entity any rights with respect to the Property or any part thereof,
without first obtaining the written consent of Purchaser to such conveyance,
encumbrance, or agreement which consent may be withheld by Purchaser for
any reason whatsoever
10.017 Seller represents that there are no incinerators, septic tanks or
cesspools on the Property; all waste, if any, Is discharged into a public sanitary
sewer system; Seller represents that they have (it has) no knowledge that any
pollutants are or have been discharged from the Property, directly or Indirectly
into any body of water. Seller represents the Property has not been used for
the production. handling, storage, transportation, manufacture or disposal of
hazardous or toxic substances or wastes, as such terms are defined in
applicable laws and regulations, or any other activity that would have toxic
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 gaso!ine or any other substances are or weie
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.
10018 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 oi any notice from any governmental body
has been served upon Seller claiming any violation of any law, ordinance,
CONSERVATION COLLIER
Property Identification No. 39957800007
Agenda Item No. 16E6
December 16, 2008
Page 11 of 16
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 arb~ration,
bond issuances or proposals therefor, proposals for public improvement
assessments, pay-back a9reements, 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 Selle~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 Purchager
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
90vernmental 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 iimited 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 conveyanc.e of title.
10024 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, insiruction or other communication to be
given to either party hereunder shall be in writing, sent by facsimile with
----r------. -.---
CONSERVATION COLLIER
Property Identification No. 39957800007
.l\genda Item f,o. 16E6
December 16, 2008
Page 12 of 16
automated confirmation of receipt, or by registered, or certified mail, return receipt
requested, postage prepaid, addressed as follows:
If to Purchaser'
With a copy to:
If to Seller:
If to Seller:
Alexandra Sulecki, Coordinator
Conservation Collier Land Acquisition Program
Collier County Facilities Department
3301 Tamiami Trail East
Naples, Florida 34112
Cindy M. Erb, SRMlA, Senior Property Acquisition Specialist
Collier County Real Property Management
Administration Building
3301 Tamiami Trail East
Naples, Florida 34112
Telephone number: 239-774-8991
Fax number: 239-774-8876
Richard F. Berman
611 1 st Street SW
Naples, FL 34117-5108
Telephone number: 239-352-2376
Fax number: 239-304-5905
Frank J. & Marlene J, Celsnak, Tr.
23133 Oakglen Lane
Bonita Springs, FL 34135-2010
Telephone number: 239-949-4653
Fax number: 239-949-4650
1102 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 a9reement, if any
XIII. MISCELLANEOUS
13.01 This Agreement may be executed in any manner of counterparts which
together shall constitute the a9reement 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
SeHer as soon as it has been executed by both parties.
CONSERVATION COLLIER
Property Identification No. 39957800007
Agenda Item No. 16E6
December 16, 2008
Page 13 of 16
13.04 Captions and section head ings 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 specmed 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 Fiorida.
XIV. ENTIRE AGREEMENT
14.01 This Agreement and the exhibits attached hereto contain the entire
agreement between the parties, and no promise, representation, warranty or
covenant not included in this Agreement or any such referenced agreements has
been or is being relied upon by either party. No modification or amendment of
this Agreement shall be of any force or effect unless made in writing and executed
and dated by both Purchaser and Seller. Time is of the essence of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have signed below.
Dated Project/Acquisition Approved by BCC:
AS TO PURCHASER:
DATED:
ATTEST:
DWIGHT E. BROCK, Clerk
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
BY:
, Deputy Clerk
TOM HENNING, Chairman
"._._-,_.._~...,...<
CONSERVATION COLLIER
Property Identification No. 39957800007
AS TO SELLER:
DATED: /O-g-tJ?
WITNESSES:
C-7J;u
(Si9~
0.1<\1>'1 m. S-1
g:;~L
(Signature)
tZl9< ..e..JL<... ( tfiJ~J,:?
(Printed Name)
.".qenda Item No. 16E6
- December 16. 2008
Page 14 of 16
,,~~.
/~I HARD F.. RMAN
CONSERVATION COLLIER
Property Identification No. 39957800007
AS TO SELLER:
/0 -IS-of
DATED:
WITNESSES:
/ftf
:::::s- '" s 4--. \S \ r c.f
(Printed Name)
~~~~M~mr~
igna re) ,
Su<- J;tY\ 1.; (YV'f'G( ~
(Printed Name)
WITNESSES:
~~ufi:
-::::::o.>~ l:?\ rC! 5
(Printed Name)
~'(~'
AYII~I...
ignat )
5u~ .J;' rY\ -z.; I Y'l t''Y,\U-I"YY1Yl
(Printed Name)
Approved as to form and
legal sufficiency:
~Cds ~
Jenn er A. Belp~~lio
Assistant County Attorney
10
Agenda Item No. 16E6
December 16, 2008
Page 15 of 16
BY~~J/
FRANK J. CEL :K, AS
TRUSTEE UIDIT (OR UtA)
DATED DECEMBER 27,1991
BY:
- - - -..----r---,.
CONSERVATION COLLIER
Property Identification No_ 39957800007
EXHIBIT "A"
PROPERTY IDENTIFICATION NUMBER 39957800007
LEGAL DESCRIPTION:
THE WEST SEVENTY FIVE (75') FEET OF THE EAST ONE HUNDRED
FIFTY (150') FEET OF TRACT 65, 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.
1.14 Acres
1:.
.'Igenda Ilem I~o. 16E6
December 16, 2008
Page 16 of 16