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Agenda 11/18/2008 Item #10E Agenda Item No. 10E November 18, 2008 Page 1 of 36 EXECUTIVE SUMMARY Recommendation to approve an Agreement for Sale and Purchase with Lake Trafford Ranch LLLP, a Florida limited liability limited partnership, for 2,511.90 acres under the Conservation Collier Land Acquisition Program, at a cost not to exceed $33,328,400, and to name the resulting acquisition Pepper Ranch Preserve. 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 Lake Trafford Ranch LLLP, a Florida limited liability limited partnership (Seller) and to obtain approval to name the resulting acquisition Pepper Ranch Preserve. CONSIDERATIONS: On January 29, 2008, Agenda Item 10F, the Board approved a ConservatiDn Collier Land Acquisition Advisory Committee (CCLAAC) recommended Active Acquisition List (AAL) , with changes, and directed staff to actively pursue acquisition of the properties under the Conservation Collier Program. The Lake Trafford Ranch LLLP property (aka Pepper Ranch) was approved as an A 1 + property, giving it the highest priority on the AAL as a qualified acquisition project. Approval of the proposed acquisition as an AAL A-list project indicates that this property has met the criteria and goals of the Conservation Collier Program and is considered a priority conservation acquisition. This evaluation coincides with areas identified by the State of Florida and other environmental interests and entities as critical for habitat conservation in Florida. Pepper Ranch consists of ten parcels totaling 2,511.90 acres located within Sections 22, 26, 27, 28, 33 & 35, Township 46 South, Range 28 East, Collier County. In accordance with the approved Conservation Collier Purchasing Policy, the purchase price of $33,200,000 was based upon the average of two independent, state-certified general real estate appraisers, one giving value at $34,000,000 (Calloway and Price, Inc.) and the other at $32,400,000 (Anderson and Carr, Inc). The Board unanimously approved making the purchase price offer to the owners at its July 22,2008 meeting (Item 10E). The attached Agreement provide that if the County has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and County fails to close the transaction or otherwise fails to perform any of the terms, covenants and conditions of the Agreement and provided Seller is not in default, then as Seller's sole remedy, Seller shall have the right to terminate and cancel the Agreement by giving written notice thereof to Purchaser, whereupon One Hundred Thousand Dollars ($100,000.00) 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. - Major challenges involved with negotiation of this Agreement include the presence of an histDric cattle dipping vat and the presence of three oil wells. The cattle dipping vat is a source fDr concentration of arsenic above Florida Department of Environmental Protection (FDEP) Protection Target Cleanup Levels. Staff has negotiated removal of the cattle dipping vat by the Seller at Seller's expense. Considerable funds have already been spent by the Seller to determine the extent of the contamination and the Seller has agreed to remove the source of the pollution as directed in writing by FDEP and agreed to by the County to achieve compliance. The affected portion of the property will additionally be segregated legally and physically. Legally, segregation means separating out an approximately twelve (12)-acre parcel with the cattle dipping vat site at its center. Record of the cleanup actions will be preserved as part of a management plan and no public use will be made of this parcel until soil and groundwater t Agenda Item No. 10E November 18, 2008 Page 2 of 36 monitoring, conducted at the Seller's expense, shows the pollution to have dissipated to levels deemed as harmless by state regulators. If physical segregation is considered necessary, this will be achieved through fencing the remediated site to further reduce the likelihood of harm to humans or wildlife. The second environmental challenge relates to the presence of three oil and gas wells located on the western side of Pepper Ranch, in two quarter-sections where the current owners will retain oil, gas and mineral rights. There will be no opportunity for extraction of surface minerals, such as limestone, as owners have retained mineral rights only below 150 feet from the surface. Two wells are currently active and the third is in the process of becoming active. All three wells are expected to continue operation until they are no longer producing. As with all oil wells, these wells do present some level of liability concerns for the County if there are spills by petroleum products or brine. The owner has spent considerable funds in assessing the current extent of contamination, which by FDEP regulators is considered to be minimal. Monitoring protocols for the oil well operations are being developed and staff has worked with state regulators to require that acceptable protocols and controls be made a part of state permit requirements for continued oil extraction operations within the property. Staff has requested that the Seller respond by the time of closing to the County's offer to enter into a cattle grazing lease. It is considered advantageous and a cost savings for the County to lease portions of the property for cattle grazing as a land management tool. The County will obtain a range study and follow the recommendation from the National Resource Conservation Service (NRCS), a federal agency that serves as partner with private and public agricultural landowners to conserve natural resources, in implementing cattle grazing. The attached proposed Agreement was prepared using input from staff, the County Attorney's office, consultants, state regulatory agencies, Conservation Collier Advisory Committee members and local environmental organizations. The general public was also afforded an opportunity to contribute via a number of public meetings. Items requiring consensus included: costly environmental remediation, complex issues of liability and questions about how and on what time schedule actions and payments will occur. The Agreement reflects negotiated compromises that are acceptable to all parties. Pursuant to Section 2.02, $388,250 will be held in escrow and will be distributed in accordance with terms and conditions of the Agreement to effect agreed-upon remediation. The CCLAAC approved this transaction on November 11, 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. At the July 22, 2008 Board meeting, staff was directed by the Board to report back regarding the market value of Panther Habitat Units (PH Us) in general and specifically, whether the County might realize PH Us to offset mitigation needs for internal County infrastructure projects through the acquisition of Pepper Ranch. Staffs report is that the market value for PHUs is $1,500 each, based on an existing County contract for PH Us through Florida Panther Conservation LLC, a mitigation bank located in Hendry County. Currently, the County's purchasing policies direct the County to purchase PH Us from this single vendor. While it is likely that a few additional panther habitat conservation banks may be permitted by U.S. Fish and Wildlife Service in the future, there is not certainty in this matter and until a new contract is advertized and developed between the County and other permitted banks, the cost of PHUs is that of the existing contract - $1,500 each. Additionally, all of the potential future banks are in Hendry County. Based on discussions and written communication with U.S. Fish and Wildlife Service staff, County staff reports that the acquisition of the Pepper Ranch through the Conservation Collier Program not only achieves the goals and criteria of the Conservation Collier ordinance 2 Agenda Item No.1 OE November 18, 2008 Page 3 of 36 but also provides the County with the opportunity to obtain a significant number of PHUs at a reduced cost while allowing the types of public uses contemplated. Reduction of cost is achieved by avoidance of project-by-project permitting cost, and removal of profit from the PHU- mitigation bank equation. Using Pepper Ranch PH Us means that County tax dollars can be spent enhancing lands within Collier County and not purchasing lands in Hendry County. Development of a mitigation bank for internal projects also allows the County better cost contrDI for the future. During the entire acquisition review, one request was made by Pepper family members: that the property retain its historic name and be named Pepper Ranch Preserve. The Conservation Collier Outreach Subcommittee, on September 8th, and the full CCLAAC, on November 11th, supported this request and recommend approval to name this acquisition Pepper Ranch Preserve. FISCAL IMPACT: The total cost of acquisition will not exceed $33,328,400 ($33,200,000 for the property, $17,000 for the appraisals, $6,664 for a Phase I Environmental Site Assessment, $11,540 for a Phase II Environmental Site Assessment, $23,500 for a Mitigation Potential Study and approximately $69,696 for the title commitment, title policy, and recording of documents). All necessary funds have either already been or will be withdrawn from the Conservation Collier Trust Fund (172). As of November 11, 2008, property costs for Conservation Collier properties, including this property and those under contract, total $102,933,653. A significant portion, approximately 60%, of the financing for the Pepper Ranch acquisition will need to be borrowed. The financing process was commenced on October 1, 2008 by requesting commitments for financing from a selection of major financial institutions. The County has received qualified proposals from a number of banking institutions for a limited general bond resolution. This resolution is provided to the Board as a companion to the Agreement. Due to present uncertainties regarding the County's desire to partner with the Corkscrew Regional Ecosystem Watershed (CREW) Trust, a partnership is not part of the Pepper Ranch Agreement. There may be future opportunities to partner with the CREW Trust on this property. 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. The 2,500-acre Pepper Ranch is part of the Rural Lands Stewardship Area (RLSA). There is a 985-acre portion of the ranch that has a Stewardship Sending Agreement (SSA#7) placed over it where stewardship credits have been removed, constituting a conservation easement. In addition to general consistency with the GMP for fee simple acquisition of conservation lands, the Future Land Use Element, RLSA Overlay section, (VII) Policy 1.18, (VII) Policy 1.4 and (VII) Policy 3.8, clearly contemplate the potential to augment the RLSA Program through fee simple acquisition of lands identified as the highest priority for natural resource protection even if they are within Stewardship areas. Pepper Ranch is within such an area, the Florida Forever CREW Project Boundary, which has been identified by the state of Florida (Florida Forever Program), the University of Florida, The Florida Natural Areas Inventory and the Florida Fish and Wildlife Conservation Commission as a conservation area of the highest priority. 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: 3 Agenda Item NO.1 OE November 18, 2008 Page 4 of 36 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; 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 tD obtain clear title to this parcel, and to take all reasonable steps necessary to ensure performance under the Agreement; 5) Approves any necessary budget amendments; and 6) Approves naming the acquisition Pepper Ranch Preserve. PREPARED BY: Cindy Erb, SRf\NA, Senior Property Acquisition Specialist, Real Property Management, and Alexandra J. Sulecki, Coordinator, Conservation Collier Program, Department of Facilities Management 4 Agenda Item No. 10E November 18, 2008 Page 5 of 36 Conservation Collier Land Acquisition Proqram Project Design Report Pepper Ranch Date: October 13, 2008 Conservation Collier: Aerial View of Pepper Ranch f&'_ ;,'.",- "-P..,IIMe"""",,, .+, "OIkl tM'nt_ ..... .)o:ot.~ flOO)t.."fltJ:l'QQit .......~'R.m:h . b.tlCiQe;~ .'~ :~~-"",'NotPattof"'-R8ftCh f.fOFnSlOOOOI.l: n,OOOSJ93)OCM .~~ .....-. ~i::c<l!i...~ .,~ Con....-v-.onlahdt ~; OOOr~li.4C007 1':oos;J:;;'DOCO& _ Cal.., CountV R~.. -----_. --- -- -...-------- .., - ..----- --- -...- Property Owner(s): Lake Trafford Ranch LLLP Folios Acreage* (a) 00052360002 60 (b) 00052440003 10 (c) 00053000002 640 (d )00052960004 640 (e) 00052640007 185.5t (I) 00052680009 40 (g) 00054040003 100 (h) 00053920001 10 (i) 00053840000 173.81 I (i) 00053200006 640 >I< _ based on Pronertv Anoraiser's Website Location: West of immokalee, Florida in Sections 22, 26,27,28,33 & 35, Township 46, Range 28 Size: +/- 2,511.9 acres Appraisal/offer amount: $33.2 million History of Proiect: Received Selected for the Approved by Approved by Purchase offer Offer application Active Acquisition BCC as A-list BCC to make made to owners Accepted List (AAL) by property on offer CCLAAC AAL 9/12/07 t2/10/07 1/29/08 7/22/08 7/23/08 7/24/08 5 Agenda Item NO.1 OE November 18, 2008 Page 6 of 36 Purpose of Proiect: Conservation Collier, with portions potentially to be restored through mitigation for wetland impacts and listed species (e.g., Florida panther) impacts of other County projects. ProQram Qualifications: This property met 6 out of 6 of the Initial Screening Criteria pursuant to the Conservation Collier Ordinance, 2002-63, including presence of native habitat, potential for nature-based recreational and educational opportunities, protection of water resource values and wetland dependent species habitat, presence of significant biological/ecological values, listed species habitat, connectivity and restoration potential. Pepper Ranch contains significant areas of intact and high quality native vegetation with some areas, primarily along internal roads and at pasture edges, impacted by invasive, exotic plants. A Florida Land Use and Cover Classification System (FLUCCS) map prepared in May 2008 by a County consultant identified fourteen types of intact native plant communities on the property. These native vegetation communities include woodland pasture, herbaceous, pine flatwoods, upland hardwood forests, oak-cabbage palm forest, cabbage palm, mixed hardwood conifers, mixed wetland hardwoods, cypress, cypress domes, cypress-pine-cabbage palm, mixed wetland forest, freshwater marsh and wet prairie. There are undoubtedly more listed plant species on the property than have been directly observed by staff. Those directly observed include common but listed bromeliad species and a native Florida orchid species. Brazilian pepper was found by the County Consultant to occupy approximately 200 acres or approximately 8% of the property. Other exotic plant species present include climbing fern, torpedo grass, Caesar's weed and common guava. The purchase of Pepper Ranch would be the first Conservation Collier purchase in the Immokalee area, and would further the goal of "equitable geographic distribution" of acquired lands. Access to the ranch exists via Lake Trafford Road and Pepper Road, both paved public roads. Pepper RDad becomes Trafford Oaks Road west of the ranch entrance; Trafford Oaks Road is accessible to the owners of the private parcels to the north and west of Lake Trafford via a private gate. Trafford Oaks Road runs along the southern boundaries of Pepper Ranch parcels d, e and f and along the northern boundaries of parcels 9 and h. A main interior, unpaved road running east to west and a number of offshoot north/south unpaved tracks and trails facilitate access throughout the ranch. The main ranch road can easily accommodate street vehicles, while the north /south branches vary from easily accessible dirt tracks to rough mowed openings that are wet in some areas. The ranch has many trails already existing that could be used for hiking, biking and horseback riding. Because the ranch lands are so varied in habitat, with large open areas providing scenic vistas, acquisition would enhance the aesthetic setting of Collier County. The presence of surface water in ponds and marsh areas throughout the property indicate that wetlands are present. They are typically several to many acres in size and contain pickerelweed, sagittaria, sedges and other wetland dependant plant species. Mapped soils on the ranch include both hydric and upland soils types, approximately half and half. Hydric soils exist in the depressional wetland marshes scattered throughout the ranch, along the western edge of the Corkscrew Marsh, and adjacent to Lake Trafford. Upland soils are in the pasture and hardwood hammock areas. Numerous wetland dependent plant species were observed onsite. Wetland dependent wildlife observed by staff include: sandhill cranes, numerous species of wading birds, common moorhens and alligators. Audubon Society volunteers conducting the Audubon Christmas Bird Count between 2001 and 2006 have observed a great variety of wetland dependent bird species, including many that are listed as threatened and endangered by the State of Florida. Acquisition of this property would offer opportunities for protection of water resource values, including moderate recharge of the surficial and lower Tamiami aquifers and protection of 6 Agenda Item No. 10E November 18, 2008 Page 7 of 36 wetland dependent species habitat. A primary benefit to preserving the ranch in an undeveloped state would be protection of the Corkscrew swamp and marsh complex and wetlands associated with Lake Trafford. The Corkscrew swamp and marsh complex provides recharge for the Lower Tamiami aquifer, a source of drinking water for many county and private wells east of County Road 951. Acquisition of the Pepper Ranch would protect the quality of this water source by buffering it from development and resulting non-point source pollution. The Pepper Ranch property offers significant biological values, listed species habitat, restoration potential and ecological quality. Species surveys done on the ranch show that wildlife of all types is present. The property's location is within Priority One Panther Habitat, sightings, telemetry points and presence of prey species indicate the ranch is used by panthers. Many other native wildlife species have been documented on the ranch lands. Acquisition of the ranch would provide connectivity between the Corkscrew wetlands, Lake Trafford wetlands and the Camp Keais Strand, extending south into the Florida Panther National Wildlife Refuge, Fakahatchee Strand Preserve State Park and Everglades National Park. There is significant restoration potential for formerly cleared pasture lands. Proiected Mana~ement Activities: No hydrologic changes are necessary to maintain wetland characteristics of the wetlands present on the ranch. Projected management activities include: the removal of invasive, exotic plants, the development of a plan to control exotic animals, the developmenVdelineation of a public parking area, the installation of ADA restroom facilities or remodel of lodge to ADA standards, the development of public access to selected portions of the ranch and exploration to potentially use portions of the property for wetland and panther habitat mitigation activities. 7 Page 1 of 1 Agenda Item No.1 OE November 18, 2008 Page 8 of 36 COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS Item Number: Item Summary: 10E This item to be heard at 11:00 a.m. This item is a companion to Item 10F. Recommendation to approve an Agreement for Sale and Purchase with Lake Trafford Ranch LLLP, a Florida limited liability limited partnership, for 2,511.90 acres under the Conservation Collier Land Acquisition Program, at a cost not to exceed $33,328.400. and to name the resulting acquisition Pepper Ranch Preserve (Alex Sulecki. Conservation Collier) Meeting Date: 11/18/2008900.00 AM Prepared By Cindy M. Erb Senior Property Acquisition Specialist Date Administrative Services Facilities Management 10/30/20083:01 :00 PM Approved By Skip Camp, C.F.M. Facilities Management Director Date Administrative Services Facilities Management 11/3/200810:09AM Approved By Jennifer A. Belpedio Assistant County Attorney Date County Attorney County Attorney Office 11/3/20084:34 PM Approved By OMS Coordinator Applications Analyst Date Administrative Services Information Technology 11/4120089:22 AM Approved By Jeff Klatzkow Assistant County Attorney Date County Attorney County Attorney Office 11/4/20082:38 PM Approved By Len Golden Price Administrative Services Administrator Date Administrative Services Administrative Services Admin. 11/4/20085:46 PM Approved By Laura Davisson Management & Budget Analyst Date County Manager's Office Office of Management & Budget 11/6/200811 :58 AM Approved By James V. Mudd Board of County Commissioners County Manager Date County Manager's Office 1116/2008 2:00 PM file://C:\AgendaTest\Export\ I 16-November%20 18, %202008\ I 0.%20CQUNTY%20MAN ... 11112/2008 CONSERVATION COLLIER Tax Identification Numbe/1l: 00052360002, 0005244000J, 0052640007, 00052680009, 00052960004, 0005JOOOO02, 0OO5J200006, 00053840000, 00053920001 & 00054040003 Agenda Item No. 10E November 18. 2008 Page 9 of 36 Prepared by: Jennifer A. Belpedlo, Esquire Office of the County Attomey 3301 East Tamlam; Trail Naples, Florida 34112 (239) 252.8400 AGREEMENT FOR SALE AND PURCHASE THIS AGREEMENT is made and entered into by and between LAKE TRAFFORD RANCH LLLP, a Florida Iimijed liability limited partnership, by its undersigned General Partners, whose address is 481 Carica Road, Naples, FL 34108, (hereinafter referred to as "Selle~'), and COLLIER COUNTY, a political subdivision of the State of Florida, its successors and assign, whose address is 3301 Tamiami Trail East, Naples, FL 34112, (hereinafter referred to as "County" or as "Purchase~'). WITNESSETH WHEREAS, Seller is the owner of that certain parcel of real property (hereinafter referred to as "Property"), located in Collier County, State of Florida, and being more particularly described in Exhibit "A", attached hereto and made a part hereof by reference. WHEREAS, Purchaser is desirous of purchasing that portion of the Property herein described, subject to the conditions and other agreements hereinafter set forth, and Seller is agreeable to such sale and to such conditions and agreements. 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" except for the subsurface portion thereof and the rights appurtenant thereto described in Paragraph 1.02 below. 1.02 Seller shall retain, shall not sell or convey to the Purchaser, and the deed(s) of conveyance will reserve the oil, gas, mineral and other subsurface rights below a depth of one hundred fifty (150) feet beneath the portion of the Property, as described in Exhibit "B" including all rights, benefits, and revenue to which the landlord under the leases listed on Exhibit "E" is entitied together with a right of entry to explore and extract the oil, gas and minerals. Seller shall be concurrently granted an Access Easement by Purchaser over the area graphically shown on Exhibit "C" at closing. Seller will have a legal description and sketch of the area over which the Access Easement is to be granted prepared at their expense. Seller shall also retain and shall not sell or convey to the Purchaser stewardship sending area credits established pursuant to the existing Stewardship Easement Agreement by and between Seller and County, recorded in Official Records Book 4089, at Page 3837, of the Public Records of Collier County, Florida. It is aCknowledged that the Property has the potential to, or may, generate additional stewardship credits under the Collier County Rural Lands Stewardship pr09ram, as well as credits for wetlands mitigation, panther habitat, and other credits as may be available under other governmental regulatory programs. Any and all such additional or potential credits belong to the Property and the right to develop or establish them shall pass to the Purchaser as part of the sale. 1.03 Seller shall have the option at closing hereunder, to enter into a Callie Lease with Purchaser whereby Seller will lease back a portion of the Property for grazing Agenda Item NO.1 OE November 18, 2008 Page 10 of36 cattle thereon. If the Seller does not elect to enter into a Cattle Lease at closing, Seller will have ninety (90) days after closing to make arrangements to remove the existing cattle during which 90 day period they shall remain. The form of lease and its terms are attached as Exhibit O. This option must be exercised at closing. 11. PAYMENT OF PURCHASE PRICE 2.01 The purchase price (the "Purchase Price") for the Property shall be THIRTY THREE MILLION, TWO HUNDRED THOUSAND DOLLARS AND 00/100, ($33,200,000.00) (U.S. Currency) payable at time of closing. The Purchaser intends to Issue non-bank qualified fixed rate term loan bonds ["Sonds"Jin order to finance this acquisition. The Purchaser commenced the process on October 1, 2008. It is intended by the Purchaser that Limited Ad Valorem Tax will be pledged to pay debt service on the bonds levied as set forth in a Lim~ed General Obligation Sand Resolution of the Soard of County Commissioners of Collier County, Florida. The Purchaser shall use good faith efforts to obtain the financing. Should the Purchaser make such good faith efforts and a Resolution not be approved or Bonds not be issued prior to the closing date, either the Purchaser or Seller may terminate this Agreement, without any payment of any kind to Seller. 2.02 At Closing, pursuant to Paragraph 6.017 below, Purchaser shall depcsit a portion of the Purchase Price in the amount of Three Hundred Eighty Eight Thousand Two Hundred Fifty Dollars ($388,250) in a segregated or dedicated interest bearing escrow account to be maintained and held by Stewart Title Guaranty Company formerly known as Midwest Title Company, pending completion of the work described in Paragraphs 6.012, 6.013 and 6.015 within this Agreement. The terms under which this sum will be held and retained will be as provided in Paragraph 6 of this Agreement. As Seller completes said work, County will cause the escrow agent to release the retained amount to the Seller, inclusive of the earned interest as provided in Paragraph 6. In the event the Seller fails to complete the work described in Paragraphs 6.012, 6.013 and 6.015 by the established date(s) as set out within this Agreement for any reason, the County will retain the money so withheld and the Seller and Purchaser shall have no further obligation to one another as to the work described in Paragraphs 6.012, 6.013 and 6.015 under this Agreement. III. CLOSING 3.01 Subject tc the conditions precedent provided herein, the Closing (THE "CLOSING DATE", "DATE OF CLOSiNG", OR "CLOSING") of the transaction shall be held on or before sixty (60) days following execution of this Agreement by the Purchaser and Seller, 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 Closing shall be as follows: 3.011 Seller shall convey a marketabie title free of any liens, encumbrances, exceptions, or qualifications except as described below, 3.0111 Warranty Deed(s) in favor of Purchaser conveying title to the Property, containing the reservations set forth in paragraph 1.02, free and clear of all liens and encumbrances other than: (al The lien for current taxes and assessments. (b) The Permitted Encumbrances as shown on Exhibit "E". 3.0112 Combined Purchaser-Seller closing statement. 2 Agenda Item No. 10E November 18, 2008 Page 11 of 36 3.0113 A "Gap," Tax Proration, Owner's and Non-Foreign Affidavit," as required by Section 1445 of the Internal Revenue Code and as required by the title insurance underwriter in order to insure the "gap" and issue the policy contemplated by the title insurance commitment. 3.0114 A W-9 Form, "Request for Taxpayer Identification and Certification" as required by the Internal Revenue Service. 3.012 At the Closing, the Purchaser, or its assignee, shall cause to be delivered to the Seller the following: 3.0121 Purchaser shall pay the Purchase Price less the sum to be withheld and retained pursuant to paragraph 2.02 by wire transfer into Seller's designated account with immediateiy available funds on the Closing Date. No funds shall be disbursed to Seller, nor will the closing take place, until either the Purchaser's Real Property Management staff verifies that the state of the title to the Property has not changed adversely since the date of the last endorsement to the commitment, referenced in Paragraph 4.011 thereto or alternatively the County's Title Company endorses its commitment to irrevocably commit to issue the Owner's title policy to Purchaser in accordance with the commitment immediately after the recording of the deed(s). 3.0122 Funds payable to the Seller representing the cash payment due at Closing in accordance with Article III hereof, shall be subject to adjustment for prorations as hereinafter set forth. 3.02 Each party shall be responsible for payment of its own allorney's fees. Seller, at its sole cost and expense, shall pay at Closing all documentary stamp taxes due relating to the recording of the Warranty Deed(s), in accordance with Chapter 201.01, Florida Statutes, and the cost of recording any instruments necessary to clear Seller's title to the Property. The cost of the Owne~s Form B Title Policy, issued pursuant to the Commitment provided for in Paragraph 4.011 below, shall be paid by Purchaser. The cost of the title commitment shall also be paid by Purchaser. 3.03 Purchaser shall pay for the cost of recording the Warranty Deed(s). Real Property taxes shall be prorated based on the current year's tax with due allowance made for maximum allowable discount, homestead and any other applicable exemptions and paid by Seller. If Closing occurs at a date which the current year's millage is not fixed, taxes will be prorated based upon such prior year's millage. 3.04 Purchaser shall grant an Access Easement as specified in Paragraph 1.02. Seller to provide legal description and sketch for the Access Easement at its expense. Seller to pay the cost of recording the Access Easement. IV. REQUIREMENTS AND CONDITIONS 4.01 Upon execution of this Agreement by both parties or at such other time as specified within this Article, Purchaser and/or Seller, as the case may be, shall perform the following within the times stated, which shall be conditions precedent to the Closing; 4.011 Within fifteen (15) days after the date hereof, Purchaser shall obtain as evidence of title an ALTA Commitment for an Owner's Title Insurance Policy (ALTA Form B-1970) covering the Property, together with hard copies of all exceptions shown thereon. In addition to Purchaser's rights in paragraph 4.013 below to notify Seller of title defects or objections based on a survey, Purchaser shall have fifteen (15) days, following execution of this Agreement, to notify Seller in writing if the title commitment contains exceptions for mailers that are not Permilled Encumbrances, that titie is unmarketable, or 3 Agenda Item NO.1 DE November 18, 2008 Page 12 of 36 the title comm~ment requires corrective action to be taken to make the title marketable, Seller shall have the right to cure such matters as provided in Paragraph 4.012 below and shall be obligated to cure, or permrt payment of, any voluntarily created liens encumbering the Property at closing. 4.012 If Purchaser shall fail to advise the Seller in writing of any such objections in Seller's title in the manner herein required by this Agreement, the title shall be deemed acceptable. Upon notification of Purchaser's objection to title, Seller shall have 30 days to remedy any such objections or defects in order to convey good and marketable titie and Seller shall use its best efforts to do so in order to make title good and marketable. However, Seller's best efforts do not require that it payor satisfy any involuntarily created or suffered liens that it disputes, but Purchaser is not required to accept such involuntarily created or suffered liens. Seller shall be required to payor satisfy voluntarily created liens at closing. In the event Seller is unable to cure said objections within said time period, Purchaser, by providing written notice to Seller within seven (7) days after expiration of said thirty (30) day period, may accept title as it then is, waiving any objection; or Purchaser may terminate the Agreement or Purchaser and Seller may extend the Agreement by mutual written agreement of the parties hereto. A failure by Purchaser to give such written notice of termination within the time period provided herein shall be deemed an election by Purchaser to accept the exceptions to title as shown in the title commitment. 4.013 Seller 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 iicensed by the State of Florida. No adjustments to the Purchase Price shall be made based upon any change to the total acreage referenced in Exhibrt "A," unless the difference in acreage revealed by the survey exceeds 1 % of the overall acreage. If the survey provided by Seller or obtained by Purchaser, as certified by a registered Florida surveyor, shows: (a) an encroachment onto the property; or (b) that an improvement located on the Property projects onto lands of others, or (c) lack of iegal access to a public roadway, the Purchaser shall notify the Seller in writing of such encroachment, projection, or lack of legal access, [which shall constitute objections title] and Seller shall have the option of curing said encroachment or projection, or obtaining legal access to the Property from a public roadway, within sixty (60) days of receipt of said written notice from Purchaser. Purchaser shall have forty five (45) days after the effective date of this Agreement to notify Seller of any such objections. Should Seller elect not to or be unable to remove the encroachment, projection, or provide legal access to the property within said sixty (60) day period, Purchaser, by providing written notice to Seller within seven (7) days after expiration of said sixty (60) day period, may accept the Property as it then is, waiving any objection to the encroachment, or projection, or lack of legal access, or Purchaser may terminate the Agreement. A failure by Purchaser to give such written notice of termination within the time period provided herein shall be deemed an election by Purchaser to accept the Property with the encroachment, or projection, or lack of legal access. V. INSPECTION AND CONTINGENCIES 5.01 Purchaser shall have thirty (30) days from the effective date of this Agreement, ("Inspection Period"), to determine through appropriate investigation that: 1. With the exception of the cattle dipping vat area and oil well area, the Property is in compliance with all appiicable State and Federal environmental laws and the Property is free from any pollution or contamination. 2. The Property can be utilized for its intended use and purpose in the Conservation Collier program. 4 Agenda Item No. 10E November 18, 2008 Page 13 of 36 5.02 If the foregoing conditions are not satisfied within the thirty (30) days period provided for in Paragraph 5.01 then Purchaser may terminate this Agreement by written notice to the Seller prior to expiration of such. thirty (30) days period. Purchaser's failure to do so is a waiver of this termination right. If Purchaser terminates this Agreement as a result of this provision, or because of an inability to obtain financing as provided in Paragraph 2.01, then Purchaser will deliver to Seller copies of all engineering, environmental, consulting and soil reports It has obtained conceming the Property. 5.03 Purchaser and its agents, employees and servants shall, at their own risk and expense, have the right to go upon the Property for the purpose of surveying and conducting non-tlestructive stte analyses, soil borings, and reasonably 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. Purchaser or Purchaser's agents shall not conduct any inspection so as to cause damage to the Property, and Purchaser shall restore the Property to its pre-inspection condition not later than ten (10) days after any such damage occurs. This provision shall survive termination of this Agreement. VI SELLER RESPONSIBILITIES 6.01 Seller hereby agrees that tt shall do the following: 6.011 Prior to Closing, Seller shall, at Its own cost and expense, remediate the minor soil and ground water contamination from an above ground diesel fuel tank located on Property to levels required under Florida laws. This will be accomplished by the Seller removing any contaminated soil and disposing it in a lawful and appropriate disposal site and providing a receipt or certificate evidencing disposal at such lawful and appropriate disposal site which receipt contains location of the site and site contact information to County prior to Closing. Seller shall provide Purchaser written approval from Florida Department of Environmental Protection (FDEP) that remediation complies with Florida laws. Alternatively the Purchaser will accept the advice of its own environmental consuitants, Environmental Consulting and Technology, Inc. (ECT), that such disposition has satisfactorily complied with the law. 6.012 Within sixty (60) days after date of Closing, Seller shall, at its own cost and expense, demolish and clear debris from all known structures on the Property, except the lodge, caretaker house and pole barn on Property. 6.013 Within sixty (60) days after date of Ciosing, Seller shall, at its own cost and expense, pump out, crush and fill all known septic tanks on the Property in accordance with all applicable Collier County and State of Florida requirements, except for those septic tanks serving the structures to be retained on the Property. 6.014 Within sixty (60) days after date of Closing, Seller, at its expense shall locate and place aboveground markers indicating the location of all remaining known septic tanks, cesspools and water wells located on the Property. 6.015 Following the Closing, the Seller will continue the process in which the Seller and the Purchaser have to date been engaged in order to evaiuate, and then remediate the contamination within an approximate 12 acre portion of the Property located as shown on Exhibit F (the Cattle Vat Site) that was the site of an old, but long ago discontinued, cattle dipping vat which contains levels of concentration of arsenic above Florida Department of Environmental Protection (FDEP) Cleanup Target Levels (CTLs). A Phase II evaluation has been performed by HSA Environmental Consultants and Scientists, Inc. (HSA) and a Site Assessment Report has been prepared by HSA. In addition, 5 Agenda Item NO.1 DE November 18, 2008 Page 14 of 36 the Seller and Purchaser have met with HSA and FDEP to discuss a program of remediation based on the HSA Site Assessment Report. Based on these discussions, HSA is currently preparing a Remedial Action Plan (RAP) for written approval by FDEP. The Seller will arrange and pay at its own cost and expense for all actions as required by the RAP including but not limned to the removal of the quantities of contaminated soil at levels of concentration which require removal, its transportation to an acceptable disposal sne and the installation and maintenance of monitoring wells on the Cattle Vat Site for a period of time as recommended in the RAP and approved by FDEP. Purchaser shall accept FOEP approval standards as they relate to the RAP. Once the monnoring shows the contamination plume is stable or shrinking (pursuant to FAC. Ch 62-780), the Seller will have a continuing obligation to assist Purchaser and work wnh FOEP to estabiish and implement institutional and engineering controls over the Cattle Vat Site that are provided for by applicable regulations. Any required restrictive covenants that must be imposed on the title to the Cattle Vat Site must be provided by the Purchaser as it will then be the owner thereof The cost and expense of the preparation of the legal description for the cattle vat sne, removal and disposal of contaminated soil, consultant fees to HSA, permit and application fees to any agency, installation and maintaimng of monitoring wells and all necessary equipment and the cost of implementing any engineering and institutional controls will be paid for from the funds to be deposited and retained in escrow in accordance with Paragraph 2.02. 6.016 Notify the operator of the existing oil wells located on the Property of its responsibility to bear the cost of remediation from any spills or contamination that may resuit from its operations and of the requirement to maintain, keep in force and effect, and provide an ongoing Spill Prevention Control and Countermeasures Program or protocol and to compiy with all applicable laws and regulations governing its operations. 6.017 The portion of Seller's sales proceeds from the closing of the subject transaction that are to be retained pursuant to paragraph 2.02 will be held and released to Seller following performance of the work in Paragraphs 6.012 6.013 and 6.015. The amount allocated to the work in 6.012 is $14,750; the amount allocated to the work in 6.013 is $13,500 and the amount allocated to the work in 6.015 is $360,000. As each item of work in Paragraphs 6.012 and 6.013 is completed, the amount of money retained for it shall be released to the Seller as follows: With respect to Paragraphs 6.012 and 6.013, Seller shall advise Purchaser and escrow agent in writing when the activities outlined in said Paragraphs have been completed and Purchaser may inspect the Property and contact appropriate agencies to verify same within ten (10) business days of receipt of Seller's notification. If Purchaser does not object with specificity in writing within said ten (10) day period, the escrow agent shall release to the Seller the sum from escrow pertaining to the applicable nem. If Purchaser objects, Purchaser shall notify Seller in writing of its specific objection within said ten (10) day time period and Seller shall remedy any specified defect, whereupon the applicable escrowed sum shall be released to the Seller. With respect to Paragraph 6.015 above, an independent third party licensed professional shall be required to certify that said work has been completed and escrow agent shall release the designated sum to the Seller. It is agreed that HSA is an acceptable third party professional. If HSA's services are terminated, then the Purchaser shall have the right to select and retain a substitute third party professional at Sellers expense. As the work under Paragraph 6.015 above is performed, percentage progress payments of the sum held by the Purchaser pertaining to Paragraph 6.015 shall be made to Seller by the Purchaser so authorizing the escrow agent. The amount and percentage will be determined based on certification by HSA. Upon completion of the work, and at such time that HSA certifies that the 6 Agenda Item No. 10E November 18, 2008 Page 15 of 36 remediation under the Plan has been completed, any remaining sums held by Purchaser shall be disbursed to the Seller by the escrow agent. The terms and provisions of this Section 6 shall survive closing. VII. REMOVAL OF SOUD WASTE 7.01 No later than ten (10) days after Closing, Seller shall remove or cause to be removed from the Property, at Seller's sole cost and expense, any and all personal property and/or solid waste, trash, rubbish or any other unsightly or offensive materials thereon, including, but not limited to, structures, any tanks and Hazardous Materials in tanks, barrels and equipment, pipeiines, or other containers on the Property. VIII. INSPECTION 8.01 Seller acknowledges that the Purchaser, or its authorized agents, shall have the right to inspect the Property at any time prior to the Closing. IX. POSSESSION 9.01 Subject to the reservation in paragraph 1.02, and subject to a Cattle Lease entered into as allowed in paragraph 1.03, Purchaser shall be entitled to full possession of the Property at Closing. X. PRORATIONS 10.01 Ad valorem taxes next due and payable, after closing on the Property, shall be prorated at Closing based upon the gross amount of 2008 taxes, and shall be paid by Seller. XI. TERMINATiON AND REMEDIES 11.01 In addition to any other rights Purchaser may have to terminate this Agreement, if Seller shall have failed to perform any of the covenants and/or agreements contained herein which are to be performed by Seller, within thirty (30) days after written notification of such failure, Purchaser may, at its option, terminate this Agreement by giving written notice of termination to Seller. Purchaser shall have the right to seek and enforce all rights and remedies available at law or in equity to a contract vendee, including the right to seek specific performance of this Agreement. 11.02 If the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated hereby or otherwise fails to perform any of the terms, covenants and conditions of this Agreement a8 required on the part of Purchaser to be performed, provided Seller is not in default, then as Seller's sole remedy, Seller shall have the right to terminate and cancel this Agreement by giving written notice thereof to Purchaser, whereupon One Hundred Thousand Dollars ($100,000.00) shall be paid to Seller as liquidated damages which shall be Seller's soie and exclusive remedy, and neither party shall have any further liability or obligation to the other except as set forth in paragraph 14.01, (Real Estate Brokers), hereof. The parties acknowiedge and agree that Seller's actual damages in the event of Purchaser's default are uncertain in amount and difficult to ascertain, and that said amount of liquidated damages was reasonably determined by mutual agreement between the parties, and said sum was not intended to be a penalty in nature. 11.03 The parties acknowledge that the remedies described herein and in the other provisions of this Agreement provide mutually satisfactory and sufficient remedies to each of the parties, and take into account the peculiar risks and expenses of each of the parties. 7 Agenda Item NO.1 OE November 18, 2008 Page 16 of 36 XII. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES 12.01 Seller and Purchaser represent and warrant the following to each other: 12.011 Seller and Purchaser respectively, have full right and authority to enter into and to execute this Agreement and to undertake all actions and to perform all tasks required of each hereunder. Seller is not presently the subject of a pending, threatened or contemplated bankruptcy proceeding or other litigation. Seller represents that the only persons that are partners or that have an interest in the Seller or the Property are as disclosed in a Public Disclosure Act Disclosure Affidavit concurrently provided by the Seller to the Purchaser. 12.012 Seller has full right, power, and authority to own and operate the Property, and to execute, deliver, and perform its obligations under this Agreement and the instruments executed in connection herewith, and to consummate the transaction contemplated hereby. All necessary authorizations and approvals have been obtained authorizing Seller and Purchaser to execute and consummate the transaction contemplated hereby. At Closing, certified copies of such approvals shall be delivered to Purchaser and/or Seller, if necessary. 12.013 The warranties set forth in this Article XII shall be true on the date of this Agreement and as of the date of Closing. Purchaser's acceptance of a deed(s) to the said Property shall not be deemed to be full performance and discharge of every agreement and obligation on the part of the Seller to be performed pursuant to the provisions of this Agreement, 12.014 Seller represents to the best of its knowledge and beiief that it has no knowledge of any actions, suits, ciaims, 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. 12.015 No party or person other than Purchaser has any right or option to acquire the Property or any portion thereof. 12,016 Until the date fixed for Closing, so long as this Agreement remains in force and effect and with the exception of the proposed oil and gas Leases for the existing oil wells that are currently being negotiated and to be entered into by Seller, pursuant to the oil, gas, and mineral estate to be reserved by the Seller within the portion of the Property described in Exhibit "B", Seller shall not encumber or convey any portion of the Property or any rights therein, nor enter into any agreements 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. 12.017 Seller represents to the best of its knowledge and belief that there are no incinerators on the Property; all waste, if any, is discharged into septic tanks; Seller represents that it has no knowledge that any pollutants are or have been discharged from the Property, directly or indirectly into any body of water. Seller represents that to the best of its knowledge and belief, except for arsenic and chemicals known to have been used in the abandoned cattle dipping vat on the Property, and waste materials or spills from any of the oil wells, the Property has not been used for the production, handling, storage, transportation, manufacture or disposal of hazardous or toxic substances or wastes, as such terms are defined in applicable laws and regulations, or any 8 Agenda Item No. 10E November 18, 2008 Page 17 of 36 other activity that would have toxic results, and no such hazardous or toxic substances are currently used in connection with the operation of the Property, and there is no proceeding or inquiry by any authority with respect thereto. Seller represents that it has no knowledge that there is ground water contamination on the Property or potential of ground water contamination from neighboring properties. Seller has no knowledge whether storage tanks for gasoline or any other substances were located on the Property at any time prior to Seller's ownership thereof. Seller represents that to its knowledge none of the Property has been used as a sanitary landfill. This provision shall survive the Closing. 12.018 Seller represents to the best of its knowledge and belief that it has no knowledge that the Property and Seller's operations concerning the Property are in violation of any applicable Federal, State or local statute, law or regulation, or of any notice from any governmental body has been served upon Seller claiming any violation of any law, ordinance, code or reguiation or requiring or calling attention to the need for any work, repairs, construction, alterations or installation on or in connection with the Property in order to comply with any laws, ordinances, codes or regulation with which Seller has not complied. This provision shall survive the Closing. 12.01 g Seller represents to the best of its knowledge and belief except for the Stewardship Easement Agreement referred to in paragraph 1.02 or as contained on Exhibit "E" that there are no unrecorded restrictions, easements or rights of way (other 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. 12.020 Seller represents to the best of its knowledge and belief that there are no known suits, actions or arbitration, bond issuances or proposals therefore, proposals for public improvement assessments, pay-back agreements, paving agreements, road expansion or improvement agreements, utility moratoriums, use moratoriums, improvement moratoriums, administrative or other proceedings or governmental investigations or requirements, formal or informal, existing or pending or threatened which affects the Property or which adverseiy affects Seller's ability to perform hereunder; nor is there any other charge or expense upon or related to the Property which has not been disclosed to Purchaser in writing prior to the effective date of this Agreement. This provision shall survive the Closing. 12.021 Seller acknowledges and agrees that Purchaser is entering into this Agreement based upon Seller's representations stated above and on the understanding that Seller will not cause the zoning or physical condition of the Property to change from its existing state on the effective date of this Agreement up to and including the Date of Closing. Therefore, Seller agrees not to enter into any contracts or agreements pertaining to or affecting the Property other than those routinely entered into for the routine operation and maintenance of the Property, Seller also agrees to notify Purchaser promptly of any change in the facts contained in the foregoing representations and of any notice or proposed change in the zoning, or any other action or notice, that may be proposed or promulgated by any third parties or any governmental authorities having jurisdiction of the development of the property which may restrict or change any other condition of the Property. 12.022 Seller shall not less than 10 business days before Closing, deliver to Purchaser a statement (hereinafter called the "Closing Representative Statement") reasserting the foregoing representations as of the Date of Closing. The timely receipt of the Closing Representative Statement is a condition precedent to Purchaser's obligation to close. If not provided then Purchaser may terminate this Agreement, but only after first advising Seller in 9 Agenda Item NO.1 OE November 18, 2008 Page 18 of 36 writing that Purchaser has not timely received the Closing Representative Statement and affording the Seller a period of ten (10) days in which to provide ~. The closing shall be extended accordingly if necessary. 12.023 Seller represents that ~ is not aware of any conditions on the Property that would be in violation of, any federal, state, local or common law relating to pollution or protection of the environment, including but not limited to, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 V.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 or applicabie Florida Statutes governing hazardous or toxic waste. Purchaser acknowledges awareness of arsenic and other chemicals in an old cattie dipping vat area and the presence of petroleum spillage near the three oil weils. This provision and the rights of Purchaser, hereunder, shall survive Ciosing and are not deemed satisfied by conveyance of title. This provision shall survive the Closing. 12.024 Any loss and/or damage to the Property between the date of this Agreement and the date of Closing shall be Seller's sole risk and expense. XiiI. NOTICES 13.01 Any notice, request, demand, instruction or other communication to be given to e~her 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: With a copy to: If to Seller: If to Seller: With a Copy To: Alexandra Sulecki, Coordinator Conservation Collier Land Acquisition Program Collier County Facilities Department 3301 Tamiami Trail East Naples, Florida 34112 Cindy M. Erb, Senior Property Acquisition Speciaiist Collier County Real property Management 3301 Tamiami Trail East Naples. Florida 34112 Telephone number: 239-252-8991 Fax number: 239-252-8876 Thomas Taylor, General Partner Lake Trafford Ranch, LLLP 481 Carica Road Naples, FL 34108 Telephone number: 239-254-2000 Fax number: 239-254-2098 Christopher L. Allen, General Partner Lake Trafford Ranch, LLLP 555 Hickory Road Naples. FL 34108 Telephone number: 239-566-1661 Fax number: 239-254-8825 Richard C. Grant. Esq. Grant, Fridkin, Pearson, Athan & Crown, P.A. 5551 Ridgewood Drive, Su~e 501 Naples, FL 34108-2719 Telephone number: 239-514-1000 Fax No.: 239-514-0377 10 Agenda Item No. 10E November 18, 2008 Page 19 of 36 13.02 The addressees and numbers for the purpose of this Article may be changed by either party by giving written notice of such change to the other party in the manner provided herein. For the purpose of changing such addresses or addressees only, unless and until such written notice is received, the last addressee and respective address stated herein shall be deemed to continue in effect for all purposes. XIV. REAL ESTATE BROKERS 14.01 Purchaser and Seller represent and warrant to each other that they have not contacted a broker or salesman in connection with this transaction. Seller hereby agrees to indemnify and hold Purchaser harmless from and against any claims(s) of any other person(s) asserting a right to a commission in connection wrth this transaction by virtue of dealing with the Seller. This provision shall survive the Closing. XV. MISCELLANEOUS 15.01 This Agreement may be executed in any number of counterparts which together shall constitute the agreement of the parties. 15.02 This Agreement and the terms and provisions hereof shall be effective as of the date this Agreement is executed by both parties and shall inure to the benefrt of and be binding upon the parties hereto and their respective heirs, executors, personal representatives, successors, successor trustees, and assignees whenever the context so requires or admits. 15.03 Any amendment to this Agreement shall not bind any of the parties hereof unless such amendment is in writing and executed and dated by Purchaser and Seller. Any amendment to this Agreement shall be binding upon Purchaser and Seller as soon as rt has been executed by both parties. 15.04 Captions and section headings contained in this Agreement are for convenience and reference only; in no way do they define, describe, extend or limit the scope or intent of this Agreement or any provisions hereof. 15.05 All terms and words used in this Agreement, regardless of the number and gender in which used, shall be deemed to include any other gender or number as the context or the use thereof may require. 15.06 No waiver of any provision of this Agreement shall be effective unless it is in writing, signed by the party against whom it is asserted, and any waiver of any provision of this Agreement shall be applicable only to the 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. 15.07 If any date specified in this Agreement falls on a Saturday, Sunday or legal holiday, then the date to which such reference is made shall be extended to the next succeeding business day. 15.08 Seller is aware of and understands that the preparation and presentation of this Agreement in unexecuted form to the Seller is not an "offer" from Purchaser and this Agreement is subject to acceptance and approvai by the Board of County Commissioners of Collier County, Florida, whereupon it will become a legally binding contract. 15,09 If the Seller holds the Properly in the form of a partnership, limited partnership, corporation, trust or any form of representative capacity whatsoever for others, Seller shall make and deliver at Closing a written public disclosure, according to Chapter 286, Florida Statutes, under oath, of the name and address of every person having a beneficial interest in the Properly before the Properly held in such capacity is conveyed to Collier County. (If the corporation is 11 Agenda Item NO.1 OE November 18, 2008 Page 20 of 36 registered wrth the Federal Securrties 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.) 15.10 This Agreement is governed and construed in accordance with the laws of the State of Florida. 15.11 Purchaser acknowledges and accepts the presence of three existing oil wells and appurtenant equipment located on the portion of the Property subject to the reservation in paragraph 1.02. Such wells shall continue to remain pursuant to such reservation. 15.12 As used herein the terms "date of this Agreement", "effective date of this Agreement", "date this Agreement is executed by Purchaser and Seller" or similarly terms shall mean the date when the last of the parties has executed it without changing anything executed previously by the other party as indicated by the dates on the signature page of this Agreement. 15.13 Any litigation arising out of this Agreement shall be litigated in State Court in Collier County, Florida of competent jurisdiction. XVI. ENTIRE AGREEMENT 16.01 This Agreement and the exhibits attached hereto contain the entire agreement between the parties, and no promise, representation, warranty or covenant not included in this Agreement or any such referenced agreements has been or Is being relied upon by either party. No modification or amendment of this Agreement shall be of any force or effect unless made in writing and executed and dated by both Purchaser and Seller. Time is of the essence of this Agreement. IN WITNESS WHEREOF, the parties hereto have signed beiow. Dated Project/Acquisition Approved by BCC: AS TO PURCHASER: DATED: ATTEST: DWIGHT E. BROCK, Clerk BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA BY: TOM HENNING, Chairman , Deputy Clerk 12 AS TO SELLER: DATED: II."!..Q~ WITNESSES: ~ (Signature) ~,,\......SC'. G.......a- (Print Name) 6Ckk~ (Signature) tc:.Vo.- h-tI'e.- J~ (Print Name) ~ ----- (Signature) ~",,--~,C: ~r..,-t- (Print Name) cYGuc-^- ~ (Signature) 10.iTt fY;ed~h (PrInt Name) Approved as to form and legal sufficiency: ~r\ ~~ Jenn' r A. Belpe Assistant County Attorney Agenda Item No. 10E November 18, 2008 Page 21 of 36 LAKE TRAFFORD RANCH, LLLP, a Florida limned liability limited partnership BY:~'~ THOMAS M. TAYLOR, as General Partner LAKE TRAFFORD RANCH, LLLP, a Florida limited liability limned partnership BY'~ -~~ . TOPHER . LL , as General PartTler 13 Agenda Item No.1 OE November 18, 2008 Page 22 of 36 Exhibit "A" (Legal Description) Property Tax Identification Number: 00052360002 A parcel of land lying in the East Half (EYz) of the East Half (EYz) of the Southwest Quarter (SW14) of the Southeast Quarter (SE14) of Section 22, Township 46 South, Range 26 East, Collier County, Florida, being more particularly described as follows: Commence at the Southeast corner of Section 22, Township 46 South, Range 28 East, Collier County, Florida; thence run S 88"57'47" W, along the south line of the Southeast Quarter (SE14) of said Section 22 for a distance of 1320.38 feet to the Point of Beginning of the parcel of land herein described; thence continue S 88"57'47" W, along the south line of the Southeast Quarter (SEX) of said Section 22, for a distance of 330.09 feet; thence run N 00"31'18" W for a distance of 1342.51 feet; thence run N 88"58'31" E for a distance of 330.12 feet; thence run S 00"31'14" E, for a distance of 1342.44 feet to the Point of Beginning; containing 10.17 acres, more or less. AND Property Tax Identification Number: 00052440003 A parcel of land lying in the Southeast Quarter (SE14) of the Southwest Quarter (SW14) and the West Half (WYZ) of the Southwest Quarter (SWX) of the Southeast Quarter (SEY.) of Section 22, Township 46 South, Range 28 East, Collier County, Florida, being more particularly described as follows: Commence at the Southeast corner of Section 22, Township 46 South, Range 28 East. Collier County, Florida; thence run S 88"57'47" W, along the south line of the Southeast Quarter (SEX) of said Section 22 for a distance of 1980.56 to the Point of Beginning of the parcel of land herein described; thence continue S 88"57'47" W, along the south line of the Southeast Quarter (SE14) of said Section 22, for a distance of 660.19 feet to the South Quarter corner of said Section 22; thence run S 88"57'47" W along the south line of the southwest quarter of said Section 22, for a distance of 1321.80 feet; thence run N 00"38'44" W for a distance of 1342.51 feet; thence run N 88'59'17" E, for a distance of 1324.63 feet; thence run N 88'59'31" E, for a distance of 660.24 feet; thence run S 00"31'22" E for a distance of 1342.58 feet to the Point of Beginning; containing 61.13 acres, more or less. AND Property Tax Identification Number: 00052680009 The Southeast Quarter (SE14) of the Southwest Quarter (SW14) of Section 26, Township 46 South, Range 28 East, Collier County, Florida; containing 40.38 acres more or less. AND Property Tax Identification Number: 00053000002 All of Section 28, Township 46 South, Range 28 East, Collier County, Fiorida; containing 645.47 acres more or less. AND 14 Agenda Item NO.1 OE November 18, 2008 Page 23 of 36 Property Tax Identification Number. 00053920001 The Northwest Quarter (NW14) of the Northeast Quarter (NE1r.) of the Northwest Quarter (NW1r.) of Section 35, Township 46 South, Range 28 East, Collier County, Florida; containing 10.09 acres more or less. AND Property Tax Identification Number: 00052640007 A parcel of land located in a portion of Section 26, Township 46 South, Range 28 East, COllier County, Florida, being more particularly described as follows: The West Half (WY,) of Section 26, Township 46 South, Range 28 East, Collier County, Florida, less the North 1452.35 feet thereof and less the Southeast Quarter (SE14) of the Southwest Quarter (SW1r.) of said Section 26, and less that parcel of land, as described and recorded in Official Records Book 2585 at Page 2735 through 2737, owned by South Florida Water Management District with Tax Folio Number 00052640007; containing 185.91 acres, more or iess. AND Property Tax Identification Number: 00052960004 All of Section 27, Township 46 South, Range 28 East, Collier County, Florida: containing 643.59 acres more or less. AND Property Tax Identification Number. 00053200006 All of Section 33, Township 46 South, Range 28 East, COllier County, Florida: containing 706.33 acres more or less. AND Property Tax Identification Numbers: 00053840000 & 00054040003 The East Half (EY,) of the East Half (EY,) of the Northwest Quarter (NW14); and the Northeast Quarter (NE1r.), less the East 30 feet and the Northerly 30 feet for public road right-of-way per dedication thereof recorded in Plat Book 12, Page 67 (known as Pepper Road), Section 35, Township 46 South, Range 28 East, Public Records of Collier County, Florida, less 2.29 acres in the Northeast Quarter (NE1r.) described in Deed recorded in Official Records Book 1834, Page 216: also less the real property described in Quit Ciaim Deed recorded in Official Records Book 49, Page 4; and in Officiai Records Book 280, Page 480; and in Official Records Book 282, Page 283; and in Official Records Book 289, Page 910; all of the Public Records of Collier County, Florida; AND The Southwest Quarter (SW1r.) of the Northwest Quarter (NW14): and the West Half (WY,) of the Southeast Quarter (SE1r.) of the Northwest Quarter (NW14); and the Southwest Quarter (SW14) of the Northeast Quarter (NE14) of the Northwest Quarter (NW14); and the South Half (SY:i) of the Northwest Quarter (NW1r.) of the Northwest Quarter (NW1r.): and the Northwest Quarter (NW1r.) of the Northwest Quarter (NW14) of the Northwest Quarter (NW14); and the West Hall (WY:i) of the Northeast Quarter (NE1r.) of the Northwest Quarter (NW14) of the Northwest Quarter (NW14) of Section 35, Township 46 South, Range 28 East, Collier County, Florida; containing 208.83 acres, more or less. The aforementioned parcels equates to 2,511.90 acres, more or less. 15 Agenda Item NO.1 OE November 18, 2008 Page 24 of 36 EXHIBIT "B" (Land over which Oil, Gas, and Mineral Estate is to be Reserved By Seller) Southwest Quarter (SW %) of Section 28, Township 46 South, Range 28 East, Collier County, Florida; AND Northwest Quarter (NW %) of Section 33, Township 46 South, Range 28 East, Collier County, Florida; :'6 Agenda Item No. E November 18 8 Page 25 6 EXHIBIT "e" (Access Easement) An area over the Property located as depicted on the attached aerial photo graph that will provide access from Pepper Road to the stte of the land described in Exhibit B. The area Is currently improved with a lime rock road and the access route will follow the road. A legal description of the road area and access route will be provided by Seller for use in granting the access easement at closing. ", ", Agenda Item NO.1 DE November 18, 2008 Page 26 of 36 EXHIBIT "0" (Cattle Lease) Lease # LEASE AGREEMENT THIS LEASE AGREEMENT entered into this __ day of . 2008, between LAKE TRAFFORD Rt\NCH, LLLP, a Florida limited liability limited pw1nt:rsrup, by its Wldersigned General Partners, whose address is 481 Carica Road, Naples, Florida 34108, hereinafter referred to as "LESSEE", and COLL.IER COUNTY, a political subdivision of the State of Florida, whose mailing address is 3301 East Tamiami Trail, Naples, Florida 34112, hereinafter referred to as "LESSOR". WITNESSETH In consjderation of the mutual covenants contained herein, and other valuable consideration, the parties agree as foJlows: ARTICLE I. 12rn1ised .e.r~misesJ~.nd Use LESSOR hereby leases to LESSEE and LESSEE hereby leases from LESSOR Two Tholl..<iand Twelve point One (2,012.1) acres of property described in Exhibit "A,u which is attached hereto and made a part of lhis Lease, hereinafter called the "Demised Premises, It situated in the County of Collier and the State of Florida, for the sole purpose of cattle grazing and incidental activities that are directly related to beef cattle production., All animal husbandl')' principles and practices applicable to thc propcltJ' and efficient use of grazing resources shall be foIlewed at all times. The LESSEE shall be responsible for the establishment and implementation of sound grazing practices based on the best management guidelines of the U.S. Department of Agriculture's National Resources Conservation Service, Consistent with its status as a tenant the LESSEE will have exclusive use and possession of the Demised Premises, however, the LESSOR may, as specified below; (i) alter its boundaries and/or lii) make use of portions of it for hlmting, public access, and other activities consistent with the Conservation Collier pl'ogmm, as described below in this Article 1 and in Article 16(e) and (t). LESSOR'S use shall not, however, interfere with LESSEE'S permitted LISe of the Demised Premises, nor expose LESSEE to liability tv third partitl"s based un the use [h.:tt LESSOR is permitted to make of the Demisc~ Premises. This LEASE AGREl-J\llENT may be amended from time-tn-time in order to change the size of the Demised Premises as necessary to accomplish the goals, policies, and ohjectives of the Conservation Collier Implementation Ordinance (Ordinance 02-63, as amended). LESSOR'S representative (e.g., Real Estate Services Stam shall advise LESSEE, in writing, of its intent to recommend that LESSOR amend this LEASE AGREEMENT. Any Such change shall only be em::clive not less than ninety (90) days after it is executed by the RORrd of County Commls~ioners ARTICLE 2. Tern] ofLea.::;c LESSEE shall have and hold the Demised Premises for a term of three (3) years, commencing on the date LESSOR executes this Lease. LESSEE is granted the option, provided LESSEE is not in default of any of the temlS of this Lease, to renew same for t\I.'o (2) additional tenus of one (1) year, under the same terms and conditions, except as to the rental amount, as provided herein, by giving written notice of LESSEE'S intention to do so to the I,ESSOR not less than thirty (30) days prior to the expiration of the leasehold estate hereby created. LESSOR reserves the right to deny LESSEE, ill writing, of a11)' renewal term. Said notice shall be effective upon placement of the notice in an official depository of the United States Post Office, Registered or Certified Maj), Postage Prepaid. ARTICLE 3. Ren! LESSEE hereby covenants and agrees to pay as rent for the Demised Premises the sum of Two Thousand Twelve Dollars and No Cents ($2,012) per year. Said annual rtnt shall be paid in full upon thirty (30) days from the date in which this Lease is executed by the LESSOR. LESSEE will also be responsible for the payment of additional rent as provided for in ARTICLE 5 ofthi; Lease. 18 Agenda Item No. 10E November 18, 2008 Page 27 of 36 In the event LESSEE elects to rcnuw this Lease, as provided for in ARTICLE 2, the reot set forth in ARTICLE 3 shall be increased utilidug the method outlined in ARTICLE 4. LESSEE and LESSOR reserve the right to tenninate this Lease, with or without cause, by providing t.he uthcr party with thirty (30) days written notice to the address set forth in ARTICLE 14 of this Lease. Said notice shall be effective upon placement of the notice in an official depository of the United States Post Office, Registered or Certified Mail, Postage Prepaid. Upon termination of this Lease, (i) LESSEE will have nil1t..1.y (90) days after termination to make arrangements to remove the existing cattle, during which 90 da;ys the cattle must remain, and (ii) LESSOR will remit to LESSEE any prepaid and unearned rent for any period that exceeds (60) days after such 90 days. ARTICLE 4. Renewal Term Rent In the event LESSEE elects to renew tbis Lease, as provided for in ARTICLE 2, the rent set forth in ARTICLE 3 shall be increased for each ensuing one 11) year rencwallenn by five (5) percent from the previous year, compounded. ARTICLE 5. Intentionally Omitted ARTICLE 6. Modifications to Demised Premises Prior to making, any changes, alterations, additions or improvements to the Demised Premises, LESSEE will provide to LESSOR ill proposals and plans for alterations, improvements, changes or additions to the Demised Premises for LESSOR'S written approval, speCifying in writing the nature and extent of the desired alteration, improvement, change, or addition. along with the contemplated starting and completion time for such project. LESSOR or its designee will then have sixty (60) days within which to approve or deny in writing said request for changes, improvements, alterations or additions. LESSOR shall not umeasonably withhold its cons<.::ot to required or I!ppropriate alterations, impruv~m~nts, changes or additions proposed by LESSEE. If after sIxty (60) days there has been no response from LESSOR or its designee tu said proposals or plans, then such silence shall be deemed as a denial to such request to LESSEE. LESSEE covenants and agrees in connection with any maintenance, repair work, erection, construction, improvement, addition or alteration of any authorized modificntions, additions or improvements to the Demised Premises, to observe and comply with all then and future applicable laws. ordinances, rules, regulations, and requirements of the United States of America, State of Florida, County of Collier, and any and all governmental agencies. All alterations, improvements and additions to the Demised Premises shall at once, when made or installed, be deemed as attached to the freehold and to have become property of LESSOR. Prior to the termination of this Lease or any renewal term thereof, Of within thirty (30) days thereafter, if LESSOR so directs, LESSEE shall promptly remove the additions, improvements, alterations, fixtures and installations which were placed in, un, or upon the Demised Premises by LESSEE, and repair any damage occasioned to the Demised Premises by such removal; and in default thereof, LESSOR may complete said removals and repairs at LESSEE'S expense. LESSEE covenants and agrees oot to use. occupy. suffer ur permit said Demised Premises Or any part thereof to be used or occupied for any purpose contrary to law or the rules or regulations of any public authority. ARTICLE 7. Access to Dcmis\.:d Premises LESSOR, its duly authorlzcd agents, representat.ives and employees, shall have the right to enter into and upon the Demised Premises or any part thereof at any time, without notice to the LESSEE, for the purpose of examining the same and making repairs, inspecting or curing a default or nuisance, or providing maintenance service therein, and for the purposes of inspection for compliance with the provisions of this Lease Agreement. If LESSOR should need to utilize the property for any length of time. for any purpose, the LESSOR shall advise the LESSEE of its intentions by oral notice. ARTICLE 8. Assianment and SubleUiqg LESSEE covenants and agrees not to assign this Lease or to sublet the whole or any part of the Demised Premises, or to pennit any other persons to occupy same without the written consent of LESSOR. Any such assignment or subletting, even with the consent of LESSOR, shall not relieve LESSEE from liability for payment of rent or other sums herein provided or from the obligation to keep 19 Agenda Item No.1 OE November 18, 2008 Page 28 of 36 and be bound by the tcnns, conditions and covenants of this Lease. The acceptance of rcnt from any other person shaH not be deemed to be fI waiver of any of the provisions of this Lease or to be a consent to the assignment of this Lease or subletting of the Demised Premises. ARTICLE 9. Indemnitv LESSEE, in consideration of Ten Dollars ($10.00), the receipt and sufficiency of which is hereby acknowledged, shall indemnify, defend and hold bwmless LESSOR, its agents and employees from and against any and all liability (statutory or otherwise), damages, claims, suits, demands, judgments, costs, interest and expenses (including, but Dot limited to, attomeys' fees and disbursements both at trial and appellate lc\'c1s) arising directly from any injury to, or death of, any person or persons or damage to property (including loss of use thereof) related to (A) LESSEE'S use of the Demised Premises, (8) any work or thing whatsoever done, or any condition created (other than by LESSOR, its employees, agents or contractors) by or 00 behalf of LESSEE in or about the Di:misoo Premises, (C) any condition of the Demised Premises due to or resulting from any default by LESSEE in the pcrfonlHlDcc of LESSEE'S obligations under this Lease, or (D) auy negligent act or omission of LESSEE or its agents, contractors, cmployec1l. :subtenants, licensees or illvitccs. ln ease any action or proceeding is brought against LESSOR by reason of anyone or more thereof, LESSEE shaJI pay all costs. attorneys' fees, expenses and liabilities resulting therefrom and shall defend sucb aclion or proceeding if LESSOR shall so request, at LESSEE'S expense, by counsel rea.<;onably satisfadory to LESSOR. It is acknowledged that in accord with the tel1Illi of this Lease (i) certain uses IDay be made of the Demised Premises by the LESSOR and tii) LESSOR may permit third parties to make use of the Demised Premises. Howe\'er, LESSEE shall have no liability to such third parties, in particular members of the public or hunters, nor shall LESSEE be required to maintain or manage the Demised Premises to a standard or <:ondition that would or might be required to business invitees given that LESSEE"S permitted use not involve or contemplate the presence of business invitees. Any presence of members of lhe public, or hunters will be at the direction or invitation of LESSOR. The Demised Premises are unimproved agricultural pasture lands and/or natur.tlly vegetated areas. LESSEE'S responsibilities for maintenance in accord with Arlide 11, and its responsibility and liability to LESSOR under thi1l Ai1icles 9 are and shall be based on the standards of care required of a tenant of lands having the forgoing characteristics and uses and an ahsence of business invitees. The LESSOR shall not be liable for allY injury or damage to person or property caused by the elements or by other pen;olLS in the Demised Premises, Of from the street or sub-surface, or from any other place. or for any interference caused by operulions by or for a governmental authority in construction of any public or quasi-public works. The LESSOR shall not be liable for any damages to or loss of, including loss due to petty theft, any properly, occurring Oil the Demised Premises or any part thereof, and the I .FSSEE agrees to hold the LESSOR harmless from any claims for damages, except where such damage or injury is the result of the gross negligence or willful misconduct of the L.ESSOR oc its employees. ARTICLE 10.m.li!!ra.nce LESSEE shall provide and maintain a fann liability policy wbich shall be approved by the Collier County Risk Management Department, for not jess than all amount of One Million Dollars and Noll 00 Cents ($1,000.000.00) throughout the term or any renewals thereof to this Agreement. In addition, LESSEE shaH provide and maintain Worker's Compensation Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and fedcrallaws. The coverage shall include Employer's Liability with a minimum limit of One Hundred Thomand Dollars and No/lOa Cents ($100,000.00) each acddent. Such insurance policy(ics) shall list Collier CounLy as au additional in::;ured thereon. Evidence of such insurance shall be provided 10 lhe CoJiier County Risk Management Department, 3301 East Tamiami Trail, Adminisuation Building, Naples, Florida, 34112, for approval prior to the commencement of this Lease Agreement; and shall include a provision requiring ten (10) days prior ,.,Titlen notice to Collier County c/o County Ri1lk Management Department in the event of cancellation or changes in policyOes) c.o."erage. LESSOR reserves the right to reasonably amend the insurance requirements by issu;ilH:e of no lice in writing to LESSEE, whi;,,'TL'upoO receipt of such notice LESSEE shall have thirty (30) days in which 10 obtain such additional insurance. LESSOR shall maintain such liability insurance. or self funded liability reserves, as are appropriate to protect itself and LESSEE from third party claims based on use of the Demised Premises that the LESSOR is pennitted to make, or allows third parties to make, in accord herewith. 20 Agenda Item NO.1 OE November 18, 2008 Page 29 of 36 ARTICLE 11. Maintenance LESSEE shall be allowed to store. within the Demised Property, any functional maintenance equipment and supplies required for activities directly related to beef cattle production on the Demised Property. LESSEE, at its sole cost and expen::>e. shall mow the improved pasture within the Demised Property a minimum of one (1) time per yellf and may roller chop specific areas of pasture when needed as a means to control exotic and woody plant gro......h and to upkeep areas located around cattle pens. LESSEE shall develop the mowing schedule and include variables such as excessive rainfall, drought or other unforeseen conditions. Each individual improved pasture within the Demised Property m~y include mineral feeders, supplemental feed trough, and molasses feed tanks as a means to controJ cattle concentration areas. Rotation of eallle shall continue throughout the year on a scheduled basis. In the event there has been an extremely dry and cold winter or an exceptionally wet season, lhc caUle will be managed by LESSEE to fit the available forage. LESSEE may not fertilize improved pasture areas. Unless specifically authorized in writing b)' LESSOR in advance. plowing, ditching or digging of water holes shall be prohibited, LESSEE, at its sole cost and expense, shaH erect, if not already existing, and maintain a fence acceptable to LESSOR around that area of the Demised Premises which shall contain any cattle, This fencing is crucial in retaining eattle and preventing cattle from rowning off of the Demised Premises. LESSEE suall, at its sole cost and ex.pense. keep the Demised Premises free from debris, litter. abandollcd equipment and vehicles, and the like, at all times. If said Demised Premi!>es are not kept free from debris, litter, abandoned equipment and vehicles, and the like, in the opinion of LESSOR, LESSEE'S manager will be so advised in writing. If corrective action is nor taken within ten (10) days of the receipt of such notice. LESSOR will cause the same to be cleaned and corrected and LESSEE shall assume and pay aU necessary cleaning costs and such costs shall constitute addilional rent which shall be paid by LESSEE within ten (10) days of receipt of written notice aCcosts incurred by LESSOR. The LESSEE, at its sole cost. shall repair aU damage to the Demised Premises caused by LESSEE, its employees, agents, independent contractors, guest.., invitees, licensees, and patrons. The LESSEE, at itli sole cost, shall remove from the Demised Premises in accordance with all applicable rules, laws and regulations, all non-naturally occurring solid, liquid, semisolid, and gaseous trash and waste (but not animal waste) and refuse of any nature whatljoever which might accumulate and arise from the operations of the LESSEE'S business, Such trash, waste and refuse shall be stored in closed containers approved by the LESSOR. LESSEE shall have the right to keep necessary machinery, tools or supplies in a agreed upon designated area. LESSEE shall make monthly inspections of exterior fences and gates and make repairs to the fencing a.c; needed. LESSOR shall be responsible for all invasive exotic plwIt control and prescribed burning within the Demised Property. LESSOR! Preserve Manager shall visit the property at least semi-annually to evaluate the management and grazing operation. The LESSORJ Preserve MWlager and the LESSEE/Managing Partner shall meet alUlUally to review and, if necessary, revise any graz.ing and/or pasture management plans. LESSEE shall report any violation observed pertaining to rules and regulations promulgated by Collier County or the FIOlida Fish and Wildlife Conservation Commission. LESSEE shall immediately report any incidence of the following: . Fire . Vandalism . Theft . Poaching . Trespa"l.'ling 21 Agenda Item No. 10E November 18, 2008 Page 30 of 36 . Any hv...ard, condition or situation that may become a liability to the County or may be damaging to the property or improvements on the property. LESSEE has no 1if1inoalive duty to actively monitor conditions for discovery of such activities. ARTlCLE 12. Default bv LESSEE Failure of LESSEE to comply for thiny (30) days with any material provision or covenant of this Lease shall constitute a default LESSOR may, at its option, terminate this Lease after thirty (30) days written notice to LESSEE, unless the default be cured within the notice period (or such additional time as is reasonably required to correct such default).llowever, the occurrence of any of the following events shall constitute a default by LESSEE, and this I"ease may be immediately tenninated by I.ESSOR: (a) Abundonment o[Oemised Premises or discontinuation of LESSEE'S operation. (b) Fll.ll;illl;a1ion of LESSEE or an agent of LESSEE of any report required to be furnished to LESSOR pursuant to the terms of this Lease. {c) Filing of insolvency, reorganization, plan Of arrangement or bankruptcy. (d) Adjudication as bankrupt. (e) Making of a general assignment for the benefit of creditors. (t) If LESSEE suffers this Lease to be taken under any writ of execution. In the event of the occurrence of any of the foregoing defaults in this ARTICLE, LESSOR, in addition to any other rights and remedies it may have, shull have the immediate right to re-enler and remove all persons and propt..'I1.y frOID the Demised Premises. Such property may be removed and stored in a public warehouse or cbcwhcrc at the cost of and for the account of LESSEE, all without service of notice or resort lo legal process and without being deemed guilty of trespass., or being liable for any loss or damage which may be occasioned thereby. LESSOR may, at iu. option, terminate this Lease after receipt by LESSEE of thirty (30) days notice in writing if a lien is filed against the property or the lea.~eho1d interest of the LESSEE, and not removed within thirty (30) days by LESSEE. pursuant to the Florida MOC"hanics Lien Law. If LESSEE fails to pay the rcntal amount or any additional charges when due to LESSOR as specified in this Lease, and if said amounts remain unpaid for more than ten (10) days past the due date, the LESSEE shall pay LESSOR a late payment charge equal to five (5) percent of any payment not paid promptly when due. Any wnOUl1ts not paid promptly when due shall also accrue compounded interest of two (2) percent per month or the hight:Jsl interest rate then allowed by Florida law, whichever is higher, which interest shall he paid by LESSEE to LESSOR. ARTICLE 13. Default bvLESSOR LESSOR shall in no event be charged with default in the perfonnance of any of it.. obligations hereunder unless and until LESSOR shall have failed to perfonn such obligations within thirty (30) days (or at LESSOR'S sole discretion, such additional time as is reasonably required to correct such default) after notice to LESSOR by LESSEE properl)' specifying wherein LESSOR has failed to perform any such obligations. ARTJCLE 14. NOlices Any notice which LESSOR or LESSEE may be required to give to the other party shaH be in writing to the other party at the following addresses: LESSOR: Board of County Commissioners c/o Real Property Management Building W 3301 Tamiami Trail East Naples, Florida 34112 LESSEE: Mr. Thomas Taylor, General Partner Lake T rnfIord Roneh, LLLP 481 Carica Road Naples, Florida 34108 22 Agenda Item No. 10E November 18, 2008 Page 31 of 36 cc: Office of the County AttorneyMr. Christopher Allen. General Partner Collier County Government Center Administration Building 3301 Till11iami Trail East Naples, Florida34112 Lake TratIord Ranch. LLLP 555 Hickory Road ~aples, Florida 34] 08 Conservation ColLier Coordinator Collier County Government Center Building W 3301 Tamiami Tr..il East Naples, Florida 34112 ARTICLE 15. Surrender of Premises LESSEE shall remove any improvements completed by LESSEE prior to the expiration of this Lease and shall deliver up and surrender to LESSOR possession of the Demised Premises and any improvements not removed upon expiration of tllis Lease, or its earlier tennination as herein provided, in as good condition and repair as the nlTIe shall be at the commencl:menL of1he term aftbis Lease or may have been put by LESSOR or LESSEE during the continuance thereof. ordinary wear and tear and damage by fire or the elements beyund LESSEE'S control ext:eptcd. ARTICLE 16. General Provisions LESSEE agrees to contain cattle within the Demised Premises and prevent cattle from roaming off of the Demised Premises. LESSEE shall be allowed to maintain no more than Three Hundred (300) Anjmal Units at the Demised Premises. Animal Units will be estabJished based on the foLlowing table: Table 1: Animal Unit Equivalent Guide Species Average Animql Unit Weight Equivalent (nound,) iAUE\ Cow.drv 950 0.92 Cow with calf 1.000 100 Bull, mature 1.500 135 Cattle, I_y~~~___ 600 0.60 ~ Cattle, 2 year old 800 0.80 LESSEE shall have the right to camp overnight on the Demised Premises, at LESSEE'S own risk, and shaLl be required to obtain <lIly Ut;ccssary permits, if required, for this use. If LESSEE should elect to destroy sick cattle, any use of firearms shall be permitted by LESSOR so as long as LESSEE is legally permitted to posses!> soch firearm in the County of Collier aod I or the State of Florida, as applicable. LESSEE acknowledges that there shall be no game hunting or any dispensation of firearms by LESSEE or his invitees upon the Demised Premises except as specifically allowed under this Lease. LESSEE fully understands that the police and law enforcement security protection provided by law enforcement agencies for the above-referenced Demised Premises is limited to that provided to any other business or agency situated in Collier County, and acknowledges that any special security measures deemed necessary for additional protection of lhe Demised Premises shall be the sole responsibility and cost of LESSEE and shall involve 110 cost or expense to LESSOR. LESSEE expressly agrees for itself, its succes~or and assigns. to refrain trom any use of the Demised Premises which would interfere with or adversely affect the operation or maintenance of LESSOR'S standard operations where other operations share cummon facilities. (a) Rights not specifically granted the LESSEE by this Lease are hereby reserved to the LESSOR. (b) LESSEE agrees to pay all sales tax imposed on the rental of the Demised Premises where applicable under law. 23 Agenda Item NO.1 DE November 18, 2008 Page 32 of 36 (c) [f applicable, LESSEE agrees to pay all intangible personal property taxes that ffillY be imposed due to the creation, by this Lease, of a leasehold interest in the Demi.sed Premises Of LESSEE'S possession of said leasehold interest in the Demised Premises. (d) LESSEE shall not perfonn any environmental property management issues, such as, but not limited to, burning or removal of vegetation, unless prior approval is granted by LESSOR. (e) LESSEE acknowledges that LESSOR may allow limited seasonal hunting on the Demised Premises under the supervision uf the Florida Fish and Wildlife Conservation Commission. LESSOR is responsible for developing and implementing rules, protocols, and for the supervision of any hunters and mClllb~rs of the public generally to guard against accidents, injury to LESSEE'S cattle, and interference with LESSEE'S permitted use. (f) LESSOR may engage a Range Conservationist to develop a long-range management plan for the Demised Premises. LESSEE acknowledges that he will cooperate with LESSOR and any plans that may develop for the Demised Premises as a re!>ult of future planning. Implementation of any such plan shall require sixty (60) days written notice to LESSEE and if it reduces the land available to LESSEE the rent will be roouced accordingly. ARTICLE 17. Intentionallv Omitted ARTJCLF. 18. Extent of Liens All persons to whom these presents may come are put upon notice of the fact that the interest of the LESSOR in the Demised Premises shall not be subject to liens for improvements made by the LESSEE, and liens for improvements made by the LESSEE are specifically prohibited from attaching to or becoming a lien on the interest of the LESSOR in the Demised Premises or any part of either. This notice is given pursuant to the provisions of and in compliance with Section 713.10, Florida Statutes. ARTICLE 19. Ouiet Enioyment Subject to LESSOR'S rights provided in this Lease, LESSOR covenants that LESSEE, on paying the rental amount and performing the covenants. terms and conditions required of LESSEE contained herein, shaH peac~ably and quietly have, hold and enjoy the Demised Premises and the leasehold estate granted to LESSEE by virtue of this Lease Agreement. ART1CLE 20. Waiver No failure of LESSOR to enforce any terms or conditions herein shall be deemed to be a waiver. ARTICLE 21. Effe:ctive Date This Lease shall become effective upon execution by both LESSOR and LESSEE. ARTICLE 22. GoveminH Law This Lease shall be governed and constnJcd in accordance with the laws of the State of Florida. ARTICLE 23_ Assil!llment LESSEE sha11 have the right to assign this Lease to a legal entity owned or controlled by either Thomas Taylor or Christopher AlIen_ LESSOR must be advised of any such assignment in writing. TN WITNESS WIIEREOF, the parties hereto have hereunder set forth their hands and seals. AS TO TIlE LESSOR: DATED: ATTEST: DW1Gill E, BROCK, Clerk BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA Deputy Clerk BY: TOM HENNING. Chairman 74 AS TO LESSEE: DATED: W1TNESSES: (Signature) (Print Name) (Signature) (Print Name) (Signature) (Print Name) (Signature) (Print Name) Approved as to form and legal sufficiency: Jennifer A. Belpedio Assistant County Attorney Agenda Item NO.1 OE November 18, 2008 Page 33 of 36 LAKE TRAFFORD RANCH, LLLP. a Florida limited liability limited partnership BY: THOMAS M. TAYLOR, as General Partner LAKE TRAFFORD RANCH, LLLP, a Florida limited liability limited partnership BY: CHRISTOPHER L. ALLEN, as General Partner ~5 Agenda Item NO.1 OE November 18, 2008 Page 34 of 36 Exhibit" A" (Legal Description of Demised Property) Property Tax Identification Number: 00052360002 A parcel of land lying in the East Half (1m) of the East Half (EYz) of the Soutbwest Quarter (SW~) of the Southeast Quarter (SEV.) of Section 22, Township 46 South, Range 28 East, Collier County, Florida, being more particularly described as follows: Commence at the Southeast comer of Section 22. Township 46 South, Range 28 East, Collier County, Florida.; thtnce run S 88057'47" W. along the south line of the Southeast Quarter (SE~) of said Section 22 for a distance of 1320.38 fClet to the PaiDt of Beginning of the parcel ofland herein described; thence continue S 88057'47" W, along the south line of the Southeast Quarter (SEY-i) of said Section 22, fOf a distance ofJ30.09 feet; thence run N (lOO)l'} 8" W for a distance uf 1342.51 feet; thencc run 1\ 88058'31" E for a distance of 330.12 feet; thence run S 00031"14" E, for a distance of 1342.44 feet to the Puint of Begiooiog; containing 10.17 acres, more or less. AND Property Tax Identification Number: 00053000002 All of Section 28. Township 46 South, Range 28 East, Collier COWlty. Florida; containing 645.47 acres more or less. AND Property Tax Identification Number: 00052960004 All of Section 27, Township 46 South, Range 28 East, Collier County, Florida; containing 643.59 acres more or less. AND Property Tax Identification Number: 00053200006 All of Section 33, Township 46 South, Range 28 East, Collier County, Florida; containing 706.33 acres more or less. 26 Agenda Item NO.1 OE November 18, 2008 Page 35 of 36 EXHIBIT "E" (Permitted Encumbrances) 1. Easement in favor of "Trafford Oaks', a Partnership, contained in instrument recorded in Official Records Book 907, Page 1383, of the Public Records of Collier County, Fiorida. 2. Easement in favor of Turner Corporation, contained in instrument recorded in Official Records Book 1219, Page 1113, of the Public Records of Collier County, Florida. 3. Resolution recorded in Official Records Book 4089, Page 3509, of the Public Records of Collier County, Florida. 4. Stewardship Easement Agreement recorded in Officiat Records Book 4089, Page 3837, of the Public Records of Collier County, Florida. 5. Stewardship Sending Area Memorandum recorded in Official Records Book 4089, Page 3511, of the Public Records of Collier County, Florida. 6. Restrictions, conditions, reservations, easements, and other matters contained on the Plat of Pepper Road Right of Way, as recorded in Plat Book 12, Page 67, of the Public Records of Collier County, Florida. 7. Easement in favor of Collier County contained in the instrument recorded in Official Records Book 49, Page 147, of the Public Records of Collier County, Florida. 8. Easement for boat landing in favor of the State of Florida contained in the instrument recorded in Official Records Book 157, Page 437, of the Public Records of Collier County, Florida. 9. Lease Agreement for dead pine stumps and top wood recorded in Official Records Book 170, Page 731, along with Quit Claim of Rights as recorded in Official Records Book 371, Page 403, all of the Public Records of Collier County, Florida. 10. Easement in favor of Turner Corporation, contained in instrument recorded in Official Records Book 1219, Page 1118, of the Public Records of Collier County, Florida. 11. Subject to mineral, oil gas and casinghead gas reservation in Warranty Deed from Turner Corporation to Rex Properties, Inc., recorded in Official Records Book 1219, Page 1107, of the Public Records of Collier County, Florida. 12. Surface Agreement recorded in Official Records Book 1191, Page 1114 and as released by the Instrument recorded in Official Records Book 4394, Page 578, as assigned and amended, all of the Public Records of Collier County, Florida. 13. Oil, Gas & Mineral Lease recorded in Official Records Book 1062, Page 1114, and as released by the instruments recorded in Official Records Book 3557, Page 3585 and Official Records Book 4394, Page 578, as assigned and amended, all of the Public Records of Collier County, Florida. 14. Oil, Gas & Mineral Lease recorded in Official Records Book 1062, Page 1117, and as released by the instruments recorded in Official Records Book 3557, Page 3585 and Official Records Book 4394, Page 578, as assigned and amended. all of the Public Records of Collier County. Florida. 27 Agenda Item No. OE November 18, 2 08 Page 36 0 36 EXHIBIT "F" (Cattle Dipping Vat Site) An area of the overall Property containing and surrounding an abandoned cattle dipping vat to containing approximately 12 acres of land. The area is marked on the attached aerial photograph. i It"""" r",,.,b.dI ..tUi'''1'''1'...... h.............,-....""" _. "" ..---. -- .-.-...... .."........ ::e