Backup Documents 05/12/2020 Item #11DORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 110
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office
at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later
than Monday preceding the Board meeting.
**NEW** ROUTING SLIP
Complete routing lines # 1 through #2 as appropriate for additional signatures, dates, and/or information needed. If the document is already complete with the
exception of the Chairman's signature_ draw a line thrnnah rnnrino lines e 1 thrn,.nh e') ,..,,. ,l .1 e > r . __,, �___.._
-------- ------...
Route to Addressees (List in routing order)
...._� ...
Office
LM L Vtttn
Initials
tAttolne VIIICe.
Date
1. County Attorney Office
County Attorney
51a4Iao
2. BCC Office
Board of County
Commissioners
3. Minutes and Records
Clerk of Court's Office
!o�-
L0 •
O- - � �
PRIMARY CONTACT INFORMATION
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the
addressees above, may need to contact staff for additional or missing information.
Name of Primary Staff
Cindy M. Erb
Phone Number
239-252-8917
Contact / Department
Agenda Date Item was
2-12L0 O
Agenda Item Number
Approved by the BCC
--cY1 z
Type of Document
1
Number of Original
Attached
Documents Attached
PO number or account
Account: Fund Cost Center
number if document is
Object Code 649030, Project
to be recorded
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark "N/A" in the Not Applicable column, whichever is
Yes
N/A (Not
appropriate.
Initial
Applicable)
1.
Does the document require the chairman's original signature? A 0 K
2.
Does the document need to be sent to another agency for additional signatures? If yes,
N/A
provide the Contact Information Name; Agency; Address; Phone on an attached sheet.
3.
Original document has been signed/initialed for legal sufficiency. (All documents to be
signed by the Chairman, with the exception of most letters, must be reviewed and signed
by the Office of the County Attorney.
4.
All handwritten strike -through and revisions have been initialed by the County Attorney's
N/A
Office and all other parties except the BCC Chairman and the Clerk to the Board
5.
The Chairman's signature line date has been entered as the date of BCC approval of the
N/A
document or the final negotiated contract date whichever is applicable.
6.
"Sign here" tabs are placed on the appropriate pages indicating where the Chairman's
si nature and initials are required.
CiYn
7.
In most cases (some contracts are an exception), the original document and this routing slip
N/A
should be provided to the County Attorney Office at the time the item is input into SIRE.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of our deadlines!
8.
The document was approved by the BCC on 'J. , and all changes
p
made during the meeting have been incorporated in the attached document. The
L
County Attorne 's Office has reviewed the changes, if applicable.
9.
Initials of attorney verifying that the attached document is the version approved by the
BCC, all changes directed by the BCC have been made, and the document is ready for the
Chairman's signature.
'i
1: Forms/ County Forms/ BCC Forms/ Original Documents Routing Slip WWS Original 9.03.04, Revised 1.26.05, Revised 2.24.05; Revised 11/30/12
Memorandum 11D
TO: Minutes & Records 4A
FROM: Cindy Erb, Property Acquisition Specialist, Sr., Real Property Management
DATE: May 20, 2020
RE: Conservation Collier — Cycle 9 — SD Corp of Naples, Inc. & Cypress Landings II
of Naples, LLC
This item was accepted by the BCC on May 12, 2020, Agenda Item 11 D.
Please attest to Commissioner Saunders' signature as Chairman on the Agreement for Sale
and Purchase. Once attested, please forward a copy of the Agreement for Sale and
Purchase, by email, for my files.
Please contact me if you have any questions or comments at Extension 8917.
Thank you!
ii0IN
Ann P. Jennejohn
From: Ann P. Jennejohn
Sent: Monday, June 1, 2020 3:40 PM
To: erb c
Subject: May 12, 2020 BCC Meeting Item #11 D
Attachments: SD Corp of Naples -Cypress Landings II of Naples, LLC.pdf
Hi Cindy,
An executed copy of Item *11D, from the
May 12, 2020 f3CC Meeting is attached for
your records.
Thank you!
Ann Jennejohn
BMR Senior Deputy Clerk
Clerk to the Value Adjustment Board
Office: 239-252-8406
Fax: 239-252-8408 (if applicable)
Ann.JenneiohnCcDCollierClerk.com
Office of the Clerk of the Circuit Court
& Comptroller of Collier County
3299 Tamiami Trail, Suite #401
Naples, FL 34112-5324
www.CollierClerk.com
1
110
INSTR 5905921 OR 5799 PG 2791
CONSERVATION COLLIER
RECORDED 8/10/2020 1:11 PM PAGES 5
TAX IDENTIFICATION NUMBER C0419160007&00425920008 CLERK OF THE CIRCUIT COURT AND COMPTROLLER
COLLIER COUNTY FLORIDA
Prepared by: DOC@.70$10,360.00 REC$44.00
Jennifer A.Belpedio,Assistant County Attorney CONS$1,480,000.00
Office of the County Attorney
3329 East Tamiami Trail,Suite 800
Naples,Florida 34112-5749
(239)252-8400
WARRANTY DEED
THIS WARRANTY DEED is made this 17 day of 4 , 2020,
by S D CORP OF NAPLES INC., a Florida corporation, AND CYPRESS LANDINGS
II OF NAPLES, LLC, a Florida limited liability company, whose mailing address is
2150 Goodlette Rd N, 6th Floor, Naples, FL 34102, (hereinafter collectively referred to
as "Grantor"), to COLLIER COUNTY, a political subdivision of the State of Florida, its
successors and assigns, whose post office address is 3335 Tamiami Trail East, Suite
101, Naples, Florida, 34112 (hereinafter referred to as "Grantee").
(Wherever used herein the terms "Grantor" and "Grantee" include all the parties to this instrument and their
respective heirs,legal representatives, successors and assigns.)
WITNESSETH: That the Grantor, for and in consideration of the sum of Ten
Dollars ($10.00) and other valuable consideration, receipt whereof is hereby
acknowledged, hereby grants, bargains, sells, aliens, remises, releases, conveys and
confirms unto the Grantee, all that certain land situate in Collier County, Florida, to wit:
SEE ATTACHED EXHIBIT "A" AND EXHIBIT"B",
ATTACHED HERETO AND MADE A PART HEREOF
Subject to easements, restrictions, and reservations of record.
THIS IS VACANT, UNIMPROVED, AND NOT HOMESTEAD PROPERTY.
TOGETHER with all the tenements, hereditaments and appurtenances thereto
belonging or in anywise appertaining.
TO HAVE AND TO HOLD the same in fee simple forever.
AND the Grantor hereby covenants with said Grantee that the Grantor is lawfully
seized of said land in fee simple; that the Grantor has good right and lawful authority to
sell and convey said land; that the Grantor hereby fully warrants the title to said land
and will defend the same against the lawful claims of all persons whomsoever; and that
said land is free of all encumbrances except as noted above.
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IN WITNESS WHEREOF, the said Grantor has signed and sealed these presents
the day and year first above written.
WITNESSES:
X.04Jilit 224/4'1,(A.Z4j . 1 )
S D CORP OF NAPLES INC., a Florida
(Signature) / corporation
,ha rti .54tildt-ez )Y)1 rry 5
, (Pri Natne)
/ .
(
BY1.-(): ±, ) ) 1 . t 11—C
(Si re) Robert M. Buckel, as Manager
..-
(Printed Name)
WITNESSES:
1A-A- Jta---tel-A-IC 7264/1/ 2-s CYPRESS LANDINGS II OF NAPLES,
(Signature) ( LLC, a Florida limited liability company
illiftvi &Filch-it- Mrrt S
(Pri an* _
-----) BY:
I C.k.--1,,;----t- rn '1 '
' re) - Robert M. Buckel, as Manager
-)Q._,4•-\€_,.QT7b..,\JA vx
(Printed Name)
STATE OF
r. „ •
COUNTY OF U,Iii-e--r
The foregoing Warranty Deed was acknowledged efore me by means of 0 physical presence
or 0 online notarization this • day of ta
, 2020 by Robert M. Buckel,
as Manager on behalf of S D Corp of Naples, In , a Floridaoi corporation. Such person(s) Notary
Public must check applicable box:
El are personally known to me.
El produced her current driver license.
0 produced as identification.
(Notary Seal)
Not Public
Printed Name of Notary:
RENEE DUNN
MY COMMISSION#GG 021302 Commission Number:
g
,,:,,••• -, 7,i' EXPIRES:December 15,2020 My Commission Expires:
"'•:;;';,:f -Bonded'Thru Notary Public Underwriters
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7
110
STATEOF ���
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�
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COUNTY {�F ��' e-�
The foregoing Warranty Deed was eoknovv by nnoano of El physical presence
| or [l online notarization this ' ' day of . 2020 by Robert M. Buckel,
/ as Manager on behalf of Cypress Landings U of . L�C. a Florida limited liability company.
Such person(s) Notary Public must check applicable box.-
are penauno||y known to me.
—1 produced her current driver license.
produced as identification.
- '
/
(Notary Seal)
Notary lublic
Printed Name of
Commission Number:
My Commission Expires:
| Approved as to form and legality:
/ wJ0 EXPIRES:December 15,2020
bru Notary Public Underw6ters
Bonded T
Jenn/��A Bn/p,um.*oo�nmtcoonty*oumo�_�� ��^- -�
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3
110
EXHIBIT "A"
LEGAL DESCRIPTION:
THE EAST HALF (E 1/2) OF THE SOUTHEAST QUARTER (SE %)
OF THE SOUTHWEST QUARTER (SW ' ) OF THE NORTHEAST
QUARTER (NE %) AND THE EAST HALF (E '/2) OF THE WEST
HALF (W 16) OF THE SOUTHEAST QUARTER (SE '/4) OF THE
SOUTHWEST QUARTER (SW '/4) OF THE NORTHEAST
QUARTER (NE 1/4 ) OF SECTION 16, TOWNSHIP 50 SOUTH,
RANGE 26 EAST, LYING AND BEING IN COLLIER COUNTY,
FLORIDA. LESS THE NORTHERLY 30 FEET THEREOF FOR
ROAD RIGHT-OF-WAY PURPOSES AND FORMERLY KNOWN
AS THE SEWAGE TREATMENT PLANT LAND. (7.16 ACRES)
PROPERTY IDENTIFICATION NUMBER: 00425920008
4
r
110
EXHIBIT "B"
LEGAL DESCRIPTION:
THE NORTH HALF (N 1/2) OF THE NORTHWEST QUARTER (NW
%) OF THE SOUTHEAST QUARTER (SE %) AND THE
SOUTHEAST QUARTER (SE '/) OF THE NORTHWEST
QUARTER (NW ' ) OF THE SOUTHEAST QUARTER (SE ' ) OF
SECTION 16, TOWNSHIP 50 SOUTH, RANGE 26 EAST, LYING
AND BEING IN COLLIER COUNTY, FLORIDA. (30 ACRES)
PROPERTY IDENTIFICATION NUMBER: 00419160007
5
0
CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER: 00419160007 & 00425920008
110
AGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT is made and entered into by and between S D CORP OF NAPLES
INC., a Florida corporation, AND CYPRESS LANDINGS II OF NAPLES, LLC, a
Florida limited liability company, whose mailing address is 2150 Goodlette Rd N, 6tn
Floor, Naples, FL 34102, (hereinafter referred to as "Seller"), and COLLIER COUNTY,
a political subdivision of the State of Florida, its successors and assigns, whose address
is 3335 Tamiami Trail East, Suite 101, Naples, FL 34112, (hereinafter referred to as
"Purchaser").
WITNESSETH
WHEREAS, Seller is the owner of that certain parcel of real property (hereinafter
referred to as "Property"), located in Collier County, State of Florida, and being more
particularly described collectively in Exhibit "A" and Exhibit "B", attached hereto and
made a part hereof by reference.
WHEREAS, Exhibit "A" was acquired by S D Corp of Naples, Inc., a Florida corporation.
WHEREAS, Exhibit "B" was acquired by Cypress Landings 11 of Naples, LLC, a Florida
limited liability company.
WHEREAS, Purchaser is desirous of purchasing the Property, subject to the conditions
and other agreements hereinafter set forth, and Seller is agreeable to such sale and to
such conditions and agreements.
NOW, THEREFORE, and for and in consideration of the premises and the respective
undertakings of the parties hereinafter set forth and the sum of Ten Dollars ($10.00), the
receipt and sufficiency of which is hereby acknowledged, it is agreed as follows:
AGREEMENT
1.01 In consideration of the purchase price and upon the terms and conditions
hereinafter set forth, Seller shall sell to Purchaser and Purchaser shall purchase
from Seller the Property, described in Exhibit "A" and Exhibit "B".
II. PAYMENT OF PURCHASE PRIC
2.01 The purchase price (the "Purchase Price") for the Property shall be One
Million Four Hundred Eighty Thousand Dollars and 001100 dollars
($1,480,000), (U.S. Currency) payable at time of closing.
CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER; 00419160007 & 00425920008 110
III. CLOSING
3.01 The Closing (THE "CLOSING DATE", "DATE OF CLOSING", OR
"CLOSING") of the transaction shall be held on or before one hundred and twenty
(120) days following execution of this Agreement by the Purchaser, unless
extended by mutual written agreement of the parties hereto. The Manager of the
Real Property Management or designee is authorized to enter into such mutual
written agreements on behalf of the County for extensions of up to an additional 60
days without further approval by the Board of County Commissioners. The
Closing shall be held at the Collier County Attorney's Office, Administration
Building, 3329 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 marketable title free of any liens, encumbrances,
exceptions, or qualifications. Marketable title shall be determined according to
applicable title standards adopted by the Florida Bar and in accordance with
law. At the Closing, the Seller shall cause to be delivered to the Purchaser
the items specified herein and the following documents and instruments duly
executed and acknowledged, in recordable form:
3.0111 Warranty Deed in favor of Purchaser conveying title to the
Property, free and clear of all liens and encumbrances other than:
(a) The lien for current taxes and assessments.
(b) Such other easements, restrictions or conditions of record.
3.0112 Combined Purchaser -Seller closing statement.
3.0113 A "Gap," Tax Proration, Owner's and Non -Foreign Affidavit," as
required by Section 1445 of the Internal Revenue Code and as required
by the title insurance underwriter in order to insure the "gap" and issue
the policy contemplated by the title insurance commitment.
3.0114 A W-9 Form, "Request for Taxpayer Identification and
Certification" as required by the Internal Revenue Service.
3.012 At the Closing, the Purchaser, or its assignee, shall cause to be delivered to
the Seller the following:
3.0121 A wire transfer or negotiable instrument in an amount equal to
the Purchase Price. No funds shall be disbursed to Seller until the Title
Company verifies that the state of the title to the Property has not
changed adversely since the date of the last endorsement to the
commitment, referenced in Section 4.011 thereto, and the Title Company
is irrevocably committed to pay the Purchase Price to Seller and to issue
2
CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER: 00419160007 & 00425920008
lid
the Owner's title policy to Purchaser in accordance with the commitment
immediately after the recording of the deed.
3.0122 Funds payable to the Seller representing the cash payment due
at Closing in accordance with Article III hereof, shall be subject to
adjustment for prorations as hereinafter set forth.
3.02 Each party shall be responsible for payment of its own attorney's fees. Seller,
at its sole cost and expense, shall pay at Closing all documentary stamp taxes due
relating to the recording of the Warranty Deed, in accordance with Chapter 201.01,
Florida Statutes, and the cost of recording any instruments necessary to clear
Seller's title to the Property. The cost of the Owner's Form B Title Policy, issued
pursuant to the Commitment provided for in Section 4.011 below, shall be paid by
Purchaser. The cost of the title commitment shall also be paid by Purchaser.
3.03 Purchaser shall pay for the cost of recording the Warranty Deed. Real
Property taxes shall be prorated based on the current year's tax with due
allowance made for maximum allowable discount, homestead and any other
applicable exemptions and paid by Seller. If Closing occurs at a date which the
current year's millage is not fixed, taxes will be prorated based upon such prior
year's millage.
IV. REQUIREMENTS AND CONDITIONS
4.01 Upon execution of this Agreement by both parties or at such other time as
specified within this Article, Purchaser and/or Seller, as the case may be, shall
perform the following within the times stated, which shall be conditions precedent
to the Closing;
4.011 Within thirty (30) days after the date hereof, Purchaser shall obtain as
evidence of title an ALTA Commitment for an Owner's Title Insurance Policy
(ALTA Form B-1970) covering the Property, together with hard copies of all
exceptions shown thereon. Purchaser shall have thirty (30) days, following
receipt of the title insurance commitment, to notify Seller in writing of any
objection to title other than liens evidencing monetary obligations, if any,
which obligations shall be paid at closing. If the title commitment contains
exceptions that make the title unmarketable, Purchaser shall deliver to the
Seller written notice of its intention to waive the applicable contingencies or to
terminate this Agreement.
4.012 If Purchaser shall fail to advise the Seller in writing of any such
objections in Seller's title in the manner herein required by this Agreement, the
title shall be deemed acceptable. Upon notification of Purchaser's objection to
title, Seller shall have thirty (30) days to remedy any defects in order to convey
good and marketable title, except for liens or monetary obligations which will
be satisfied at Closing. Seller, at its sole expense, shall use its best efforts to
3
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CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER: 00419160007 & 00425920008
119
make such title good and marketable. In the event Seller is unable to cure said
objections within said time period, Purchaser, by providing written notice to
Seller within seven (7) days after expiration of said thirty (30) day period, may
accept title as it then is, waiving any objection; or Purchaser may terminate the
Agreement. A failure by Purchaser to give such written notice of termination
within the time period provided herein shall be deemed an election by
Purchaser to accept the exceptions to title as shown in the title commitment.
4.013 Seller agrees to furnish any existing surveys of the Property in Seller's
possession to Purchaser within 10 (ten) days of the effective date of this
Agreement. Purchaser shall have the option, at its own expense, to obtain a
current survey of the Property prepared by a surveyor licensed by the State of
Florida. No adjustments to the Purchase Price shall be made based upon any
change to the total acreage referenced in Exhibit "A," unless the difference in
acreage revealed by survey exceeds 5% of the overall acreage. If the survey
provided by Seller or obtained by Purchaser, as certified by a registered
Florida surveyor, shows: (a) an encroachment onto the property; or (b) that an
improvement located on the Property projects onto lands of others, or (c) lack
of legal access to a public roadway, the Purchaser shall notify the Seller in
writing of such encroachment, projection, or lack of legal access, and Seller
shall have the option of curing said encroachment or projection, or obtaining
legal access to the Property from a public roadway, within sixty (60) days of
receipt of said written notice from Purchaser. Purchaser shall have ninety (90)
days from the effective date of this Agreement to notify Seller of any such
objections. Should Seller elect not to or be unable to remove the
encroachment, projection, or provide legal access to the property within said
sixty (60) day period, Purchaser, by providing written notice to Seller within
seven (7) days after expiration of said sixty (60) day period, may accept the
Property as it then is, waiving any objection to the encroachment, or projection,
or lack of legal access, or Purchaser may terminate the Agreement. A failure
by Purchaser to give such written notice of termination within the time period
provided herein shall be deemed an election by Purchaser to accept the
Property with the encroachment, or projection, or lack of legal access.
V. INSPECTION PERIOD
5.01 Purchaser shall have one hundred and twenty (120) days from the date of this
Agreement, ("Inspection Period"), to determine through appropriate investigation
that:
1. Soil tests and engineering studies indicate that the Property can be developed
without any abnormal demucking, soil stabilization or foundations.
2. There are no abnormal drainage or environmental requirements to the
development of the Property.
4
CONSERVATION COLLIER D
TAX IDENTIFICATION NUMBER: 00419160007 & 00425920008
3. The Property is in compliance with all applicable State and Federal
environmental laws and the Property is free from any pollution or
contamination.
4. The Property can be utilized for its intended use and purpose in the
Conservation Collier program.
5.02 If Purchaser is not satisfied, for any reason whatsoever, with the results of
any investigation, Purchaser shall deliver to Seller prior to the expiration of the
Inspection Period, written notice of its intention to waive the applicable
contingencies or to terminate this Agreement. If Purchaser fails to notify the Seller
in writing of its specific objections as provided herein within the Inspection Period,
it shall be deemed that the Purchaser is satisfied with the results of its
investigations and the contingencies of this Article V shall be deemed waived. In
the event Purchaser elects to terminate this Agreement because of the right of
inspection, Purchaser shall deliver to Seller copies of all engineering reports and
environmental and soil testing results commissioned by Purchaser with respect to
the Property.
5.03 Purchaser and its agents, employees and servants shall, at their own risk and
expense, have the right to go upon the Property for the purpose of surveying and
conducting site analyses, soil borings and all other necessary investigation.
Purchaser shall, in performing such tests, use due care and shall indemnify Seller
on account of any loss or damages occasioned thereby and against any claim
made against Seller as a result of Purchaser's entry. Seller shall be notified by
Purchaser no less than twenty-four (24) hours prior to said inspection of the
Property.
VI. INSPECTION
6.01 Seller acknowledges that the Purchaser, or its authorized agents, shall have
the right to inspect the Property at any time prior to the Closing.
VII. POSSESSION
7.01 Purchaser shall be entitled to full possession of the Property at Closing.
VIII. PRORATIONS
8.01 Ad valorem taxes next due and payable, after closing on the Property, shall
be prorated at Closing based upon the gross amount of 2019 taxes, and shall be
paid by Seller.
IX. TERMINATION AND REMEDIES
9.01 If Seller shall have failed to perform any of the covenants and/or agreements
contained herein which are to be performed by Seller, within ten (10) days of
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CONSERVATION COLLIER D
TAX IDENTIFICATION NUMBER: 00419160007 & 00425920008
written notification of such failure, Purchaser may, at its option, terminate this
Agreement by giving written notice of termination to Seller. Purchaser shall have
the right to seek and enforce all rights and remedies available at law or in equity to
a contract vendee, including the right to seek specific performance of this
Agreement.
9.02 If the Purchaser has not terminated this Agreement pursuant to any of the
provisions authorizing such termination, and Purchaser fails to close the
transaction contemplated hereby or otherwise fails to perform any of the terms,
covenants and conditions of this Agreement as required on the part of Purchaser
to be performed, provided Seller is not in default, then as Seller's sole remedy,
Seller shall have the right to terminate and cancel this Agreement by giving written
notice thereof to Purchaser, whereupon one-half percent 1/� 2%) of the purchase
price shall be paid to Seller as liquidated damages which shall be Seller's sole and
exclusive remedy, and neither party shall have any further liability or obligation to
the other except as set forth in paragraph 12.01, (Real Estate Brokers), hereof.
The parties acknowledge and agree that Seller's actual damages in the event of
Purchaser's default are uncertain in amount and difficult to ascertain, and that said
amount of liquidated damages was reasonably determined by mutual agreement
between the parties, and said sum was not intended to be a penalty in nature.
9.03 The parties acknowledge that the remedies described herein and in the other
provisions of this Agreement provide mutually satisfactory and sufficient remedies
to each of the parties, and take into account the peculiar risks and expenses of
each of the parties.
X. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES
10.01 Seller and Purchaser represent and warrant the following:
10.011 Seller and Purchaser have full right and authority to enter into and to
execute this Agreement and to undertake all actions and to perform all tasks
required of each hereunder. Seller is not presently the subject of a pending,
threatened or contemplated bankruptcy proceeding.
10.012 Seller has full right, power, and authority to own and operate the
Property, and to execute, deliver, and perform its obligations under this
Agreement and the instruments executed in connection herewith, and to
consummate the transaction contemplated hereby. All necessary
authorizations and approvals have been obtained authorizing Seller and
Purchaser to execute and consummate the transaction contemplated hereby.
At Closing, certified copies of such approvals shall be delivered to Purchaser
and/or Seller, if necessary.
10.013 The warranties set forth in this paragraph shall be true on the date of
this Agreement and as of the date of Closing. Purchaser's acceptance of a
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CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER: 00419160007 & 00425920008
110
deed to the said Property shall not be deemed to be full performance and
discharge of every agreement and obligation on the part of the Seller to be
performed pursuant to the provisions of this Agreement.
10.014 Seller represents that it has no knowledge of any actions, suits, claims,
proceedings, litigation or investigations pending or threatened against Seller, at
law, equity or in arbitration before or by any federal, state, municipal or other
governmental instrumentality that relate to this agreement or any other
property that could, if continued, adversely affect Seller's ability to sell the
Property to Purchaser according to the terms of this Agreement.
10.015 No party or person other than Purchaser has any right or option to
acquire the Property or any portion thereof.
10.016 Until the date fixed for Closing, so long as this Agreement remains in
force and effect, Seller shall not encumber or convey any portion of the
Property or any rights therein, nor enter into any agreements granting any
person or entity any rights with respect to the Property or any part thereof,
without first obtaining the written consent of Purchaser to such conveyance,
encumbrance, or agreement which consent may be withheld by Purchaser for
any reason whatsoever.
10.017 Seller represents that there are no incinerators, septic tanks or
cesspools on the Property; all waste, if any, is discharged into a public sanitary
sewer system; Seller represents that they have (it has) no knowledge that any
pollutants are or have been discharged from the Property, directly or indirectly
into any body of water. Seller represents the Property has not been used for
the production, handling, storage, transportation, manufacture or disposal of
hazardous or toxic substances or wastes, as such terms are defined in
applicable laws and regulations, or any other activity that would have toxic
results, and no such hazardous or toxic substances are currently used in
connection with the operation of the Property, and there is no proceeding or
inquiry by any authority with respect thereto. Seller represents that they have
(it has) no knowledge that there is ground water contamination on the Property
or potential of ground water contamination from neighboring properties. Seller
represents no storage tanks for gasoline or any other substances are or were
located on the Property at any time during or prior to Seller's ownership
thereof. Seller represents none of the Property has been used as a sanitary
landfill.
10.018 Seller has no knowledge that the Property and Seller's operations
concerning the Property are in violation of any applicable Federal, State or
local statute, law or regulation, or of any notice from any governmental body
has been served upon Seller claiming any violation of any law, ordinance, code
or regulation or requiring or calling attention to the need for any work, repairs,
construction, alterations or installation on or in connection with the Property in
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CONSERVATION COLLIER D
TAX IDENTIFICATION NUMBER: 00419160007 & 00425920008
order to comply with any laws, ordinances, codes or regulation with which
Seller has not complied.
10.019 There are no unrecorded restrictions, easements or rights of way (other
than existing zoning regulations) that restrict or affect the use of the Property,
and there are no maintenance, construction, advertising, management,
leasing, employment, service or other contracts affecting the Property.
10.020 Seller has no knowledge that there are any suits, actions or arbitration,
bond issuances or proposals therefor, proposals for public improvement
assessments, pay -back agreements, paving agreements, road expansion or
improvement agreements, utility moratoriums, use moratoriums, improvement
moratoriums, administrative or other proceedings or governmental
investigations or requirements, formal or informal, existing or pending or
threatened which affects the Property or which adversely affects Seller's ability
to perform hereunder; nor is there any other charge or expense upon or related
to the Property which has not been disclosed to Purchaser in writing prior to
the effective date of this Agreement.
10.021 Seller acknowledges and agrees that Purchaser is entering into this
Agreement based upon Seller's representations stated above and on the
understanding that Seller will not cause the zoning or physical condition of the
Property to change from its existing state on the effective date of this
Agreement up to and including the Date of Closing. Therefore, Seller agrees
not to enter into any contracts or agreements pertaining to or affecting the
Property and not to do any act or omit to perform any act which would change
the zoning or physical condition of the Property or the governmental
ordinances or laws governing same. Seller also agrees to notify Purchaser
promptly of any change in the facts contained in the foregoing representations
and of any notice or proposed change in the zoning, or any other action or
notice, that may be proposed or promulgated by any third parties or any
governmental authorities having jurisdiction of the development of the property
which may restrict or change any other condition of the Property.
10.022 At the Closing, Seller shall deliver to Purchaser a statement
(hereinafter called the "Closing Representative Statement") reasserting the
foregoing representations as of the Date of Closing, which provisions shall
survive the Closing.
10.023 Seller represents, warrants and agrees to indemnify, reimburse, defend
and hold Purchaser harmless from any and all costs (including attorney's fees)
asserted against, imposed on or incurred by Purchaser, directly or indirectly,
pursuant to or in connection with the application of any federal, state, local or
common law relating to pollution or protection of the environment which shall
be in accordance with, but not limited to, the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, 42 U.S.C. Section 9601,
8
CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER: 00419160007 & 00425920008
110
et seq., ("CERCLA" or "Superfund"), which was amended and upgraded by the
Superfund Amendment and Reauthorization Act of 1986 ("SARA"), including
any amendments or successor in function to these acts. This provision and
the rights of Purchaser, hereunder, shall survive Closing and are not deemed
satisfied by conveyance of title.
10.024 Any loss and/or damage to the Property between the date of this
Agreement and the date of Closing shall be Seller's sole risk and expense.
XI. NOTICES
11.01 Any notice, request, demand, instruction or other communication to be
given to either party hereunder shall be in writing, sent by facsimile with
automated confirmation of receipt, or by registered, or certified mail, return receipt
requested, postage prepaid, addressed as follows:
If to Purchaser: Summer Araque, Coordinator
Conservation Collier Land Acquisition Program
Collier County Parks and Recreation Division
15000 Livingston Road
Naples, Florida 34109
With a copy to: Cindy M. Erb, SR/WA, Senior Property Acquisition Specialist
Collier County Real Property Management
3335 Tamiami Trail East, Suite 101
Naples, Florida 34112
Telephone number: 239-252-8991
Fax number: 239-252-8876
If to Seller: S D Corp of Naples Inc./Cypress Landings II of Naples, LLC
c/o Robert M. Buckel, Manager
2150 Goodlette Rd N, 6th Floor
Naples, FL 34102
Telephone number:
Fax number:
If to Seller: Cypress Landings II of Naples, LLC
c/o Robert M. Buckel, Manager
2150 Goodlette Rd N, 6th Floor
Naples, FL 34102
Telephone number:
Fax number:
9
CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER: 00419160007 & 00425920008
Ila
11.02 The addressees and numbers for the purpose of this Article may be
changed by either party by giving written notice of such change to the other party
in the manner provided herein. For the purpose of changing such addresses or
addressees only, unless and until such written notice is received, the last
addressee and respective address stated herein shall be deemed to continue in
effect for all purposes.
XII. REAL ESTATE BROKERS
12.01 Any and all brokerage commissions or fees shall be the sole responsibility
of the Seller. Seller shall indemnify Purchaser and hold Purchaser harmless from
and against any claim or liability for commission or fees to any broker or any other
person or party claiming to have been engaged by Seller as a real estate broker,
salesman or representative, in connection with this Agreement. Seller agrees to
pay any and all commissions or fees at closing pursuant to the terms of a separate
agreement, if any.
XIII. MISCELLANEOUS
13.01 This Agreement may be executed in any manner of counterparts which
together shall constitute the agreement of the parties.
13.02 This Agreement and the terms and provisions hereof shall be effective as of
the date this Agreement is executed by both parties and shall inure to the benefit
of and be binding upon the parties hereto and their respective heirs, executors,
personal representatives, successors, successor trustee, and assignees
whenever the context so requires or admits.
13.03 Any amendment to this Agreement shall not bind any of the parties hereof
unless such amendment is in writing and executed and dated by Purchaser and
Seller. Any amendment to this Agreement shall be binding upon Purchaser and
Seller as soon as it has been executed by both parties.
13.04 Captions and section headings contained in this Agreement are for
convenience and reference only; in no way do they define, describe, extend or
limit the scope or intent of this Agreement or any provisions hereof.
13.05 All terms and words used in this Agreement, regardless of the number and
gender in which used, shall be deemed to include any other gender or number as
the context or the use thereof may require.
13.06 No waiver of any provision of this Agreement shall be effective unless it is in
writing signed by the party against whom it is asserted, and any waiver of any
provision of this Agreement shall be applicable only to the specific instance to
which it is related and shall not be deemed to be a continuing or future waiver as
to such provision or a waiver as to any other provision.
10
CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER: 00419160007 & 00425920008
110
13.07 If any date specified in this Agreement falls on a Saturday, Sunday or legal
holiday, then the date to which such reference is made shall be extended to the
next succeeding business day.
13.08 Seller is aware of and understands that the "offer" to purchase represented
by this Agreement is subject to acceptance and approval by the Board of County
Commissioners of Collier County, Florida. This Agreement is subject to fund
availability and future appropriation. Should the funds not be available or able to
be used prior to closing the Purchaser or Seller may immediately terminate this
agreement without any payment of any kind to Seller.
13.09 If the Seller holds the Property in the form of a partnership, limited
partnership, corporation, trust or any form of representative capacity whatsoever
for others, Seller shall make a written public disclosure, according to Chapter 286,
Florida Statutes, under oath, of the name and address of every person having a
beneficial interest in the Property before Property held in such capacity is
conveyed to Collier County. (If the corporation is registered with the Federal
Securities Exchange Commission or registered pursuant to Chapter 517, Florida
Statutes, whose stock is for sale to the general public, it is hereby exempt from the
provisions of Chapter 286, Florida Statutes.)
13.10 This Agreement is governed and construed in accordance with the laws of
the State of Florida.
XIV. ENTIRE AGREEMENT
14.01 This Agreement and the exhibits attached hereto contain the entire
agreement between the parties, and no promise, representation, warranty or
covenant not included in this Agreement or any such referenced agreements has
been or is being relied upon by either party. No modification or amendment of this
Agreement shall be of any force or effect unless made in writing and executed and
dated by both Purchaser and Seller. Time is of the essence of this Agreement.
INTENTIONALLY LEFT BLANK
11
CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER: 00419160007 & 00425920008 1 1 n
IN WITNESS WHEREOF, the parties hereto have signed below.
Dated Project/Acquisition Approved by BCC:__�Z�Z O
AS TO PURCHASER:
DATED: -5 ! ,q G 120-2C
ATTEST:
CRYSTAL K. KINZEL, Clerk
ffeSn6aiTo yp
tyClerk
signature on'!y,,
Approved as to form and legality:
Jennifer A. Belpedio, As taut County Attorney
12
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
BY:
BURT L. SAUNDERS, Chairman
Item # D— —
Agenda
Date
Date J'.,_��_:�?.D
Rec'
CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER: 00419160007 & 00425920008
Ito
AS TO SELLER:
DATED: {{rY�, v.-\ i 3
WITNESSES:
(Sign ture)
� d ( A J-�4
(Printed Name)
l
(Signature)
(Printed N me)
AS TO SELLER:
DATED:
WITNESSES:„_�
(SI, ture)
(Printed Name)
(Signature)
(Printed Nage)
S D CORP OF NAPLES INC., a Florida
corporation
/7'�-� Y-v
BY:
Robert M. Buckel, as Manager
CYPRESS LANDINGS II OF NAPLES,
LLC, a Florida limited liability company
BY: 1 vt'l ;
Robert M. Buckel, as Manager
13
CONSERVATION COLLIER - SD CORP/CYPRESS LANDINGS II OF NAPLES, LLC
TAX IDENTIFICATION NUMBER: 00419160007 & 00425920008
110
EXHIBIT "A"
LEGAL DESCRIPTION:
THE EAST HALF (E '/2) OF THE SOUTHEAST QUARTER (SE '/4)
OF THE SOUTHWEST QUARTER (SW '/4) OF THE NORTHEAST
QUARTER (NE '/4) AND THE EAST HALF (E '/2) OF THE WEST
HALF (W '/2) OF THE SOUTHEAST QUARTER (SE '/4) OF THE
SOUTHWEST QUARTER (SW '/4) OF THE NORTHEAST
QUARTER (NE % ) OF SECTION 16, TOWNSHIP 50 SOUTH,
RANGE 26 EAST, LYING AND BEING IN COLLIER COUNTY,
FLORIDA. LESS THE NORTHERLY 30 FEET THEREOF FOR
ROAD RIGHT-OF-WAY PURPOSES AND FORMERLY KNOWN AS
THE SEWAGE TREATMENT PLANT LAND. (7.16 ACRES)
PROPERTY IDENTIFICATION NUMBER: 00425920008
CONSERVATION COLLIER - SD CORP/CYPRESS LANDINGS II OF NAPLES, LLC
TAX IDENTIFICATION NUMBER: 00419160007 & 00425920008
110
EXHIBIT "B"
LEGAL DESCRIPTION:
THE NORTH HALF (N '/2) OF THE NORTHWEST QUARTER (NW
%) OF THE SOUTHEAST QUARTER (SE %) AND THE
SOUTHEAST QUARTER (SE %) OF THE NORTHWEST
QUARTER (NW %) OF THE SOUTHEAST QUARTER (SE %) OF
SECTION 16, TOWNSHIP 50 SOUTH, RANGE 26 EAST, LYING
AND BEING IN COLLIER COUNTY, FLORIDA. (30 ACRES)
PROPERTY IDENTIFICATION NUMBER: 00419160007
qwf
k
Agenda Item No. )I Agenda Item Topic sv COW -
(For Public Comment, list topic)
Meeting Date:
Name: j �.. Address:
Representing/Petitioner: —p Cd Y-o, Other:
COLLIER COUNTY ORDINANCE NO.2003-53, AS AMENDED BY ORDINANCE 2004-05 AND 2007-24, REQUIRES THAT ALL LOBBYIST SHALL, BEFORE ENGAGING IN
ANY LOBBYING ACTIVITIES (INCLUDING, BUT NOT LIMITED TO, ADDRESSING THE BOARD OF COUNTY COMMISSIONERS), REGISTER WITH THE CLERK TO THE
BOARD AT THE BOARD MINUTES AND RECORDS DEPARTMENT
YOU ARE LIMITED TO THREE (3) MINUTES FOR YOUR COMMENTS AND ARE TO ADDRESS ONLY THE CHAIR
PUBLIC COMMENT IS NOT INTENDED TO BE A FORUM FOR SELF -PROMOTION. PUBLIC COMMENT SPEAKERS WHO ENGAGE IN ADVERTISING
THEIR BUSINESS, PERSONAL POLITICKING OR OTHER FORMS OF SELF -PROMOTION WILL BE ASKED TO LEAVE THE PODIUM.
PLACE COMPLETED FORM ON THE TABLE TO THE LEFT OF THE DAIS — PLEASE PRINT CLEARLY