Agenda 06/23/2020 Item #16D 5 (Conservation Collier Land Acquisition: Fairmont Arcadia, Inc.)06/23/2020
EXECUTIVE SUMMARY
Recommendation to approve an Agreement for Sale and Purchase with Fairmont Arcadia, Inc., a
Florida corporation, for 2.28 acres under the Conservation Collier Land Acquisition Program at a
cost not to exceed $34,300.
OBJECTIVE: To purchase two (2) 1.14-acre parcels within the Winchester Head Multi-Parcel Project
from Fairmont Arcadia, Inc., a Florida corporation (Seller).
CONSIDERATIONS: On July 10, 2018, Agenda Item 11D, the Board of County Commissioners
(Board) approved the Conservation Collier Cycle 9 - Active Acquisition List, (AAL). A multi-parcel
project included on the Cycle 9 - AAL and ranked in the “A” category was a portion of Unit 65 in Golden
Gate Estates (Winchester Head Multi-parcel Project). Staff has actively pursued acquiring parcels within
Unit 65.
History of Conservation Collier Acquisition Cycles within Winchester Head multi-parcel project
Approval by the Board to pursue properties within Winchester Head has changed over the years
depending on the property costs and availability of funds. On January 25, 2005, Agenda Item 10D, the
Board approved a CCLAAC recommended Cycle II - AAL with changes, which included the Winchester
Head Multi-parcel Project, and directed staff to actively pursue the acquisition of the properties under the
Conservation Collier Program. On September 13, 2005, Agenda Item 16A34, the Board accepted
CCLAAC’s recommendation to, due to rising property costs, discontinue buying properties for the
Winchester Head Multi-parcel Project for 90 days. On February 14, 2006, Agenda Item 10A, the Board
approved placing the Winchester Head Multi-parcel Project on the “B” list of the Cycle III - AAL, and on
January 23, 2007, Agenda Item 10A, the Board approved the Cycle IV - AAL, once again placing the
Multi-parcel Project on the “B” list. On May 22, 2007, Agenda Item 10F, the Board approved activating
the Winchester Head Multi-parcel Project, with conditions, and it was placed on the “A” list on the
current AAL. On January 29, 2008, Agenda Item 10F, the Board accepted CCLAAC’s recommended
AAL reactivating and placing the Project on the “A” list. On January 25, 2011, Agenda Item 10B, the
Board accepted CCLAAC’s recommended Cycle 8 AAL, placing the Project on the “A” list. On
December 13, 2016, the Board reauthorized the Conservation Collier Land Acquisition program. On
August 14, 2017, the CCLAAC recommended staff to make offers to interested property owners within
the Project.
Current Status of Acquisitions in Winchester Head and Proposed Acquisition
The Winchester Head Multi-parcel Project currently consists of 115 parcels and a total of 158.67 acres.
To date, Conservation Collier has acquired sixty-two (62) parcels for a total of 87.41 acres, and the
Collier Soil and Water Conservation District has acquired two (2) parcels totaling 2.28 acres. One
important reason for the selection of Winchester Head as a conservation target is that this area functions
to provide floodplain storage for surrounding home sites during the high rainy season. These types of
depressional storage areas were included in the water management models for the Golden Gate canal
system done by the Big Cypress Basin, South Florida Water Management District and are a component of
flood control for the area. Winchester Head has also been targeted for future watershed improvement
projects in the County’s Watershed Management Plan. Additional program criteria that would be satisfied
by this acquisition include protection of surface and groundwater resources, protection of wetland-
dependent species habitat, and good potential for restoration.
The Real Property Management’s Review Appraiser values each of the 1.14-acre parcel at $16,600 based
on analyses on comparable sales from wetland, not upland parcels, preferably within the Project
boundaries. The appraisals dated December 2019 provided an averaged appraised value for parcels within
16.D.5
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06/23/2020
the Project at $14,500 an acre.
The Seller’s property consists of two parcels, both containing 1.14 acres and is located within the
Winchester Head Multi-parcel Project. The total land cost for both parcels is $33,200. The Property
Appraiser’s 2019 Preliminary Tax Roll assessed value for this property is an average of $25,137 per
parcel.
The attached Agreement provides that should the County elect not to close t his transaction for any reason,
except for default by the Seller, the County will pay the Seller $166 in liquidated damages.
Pursuant to Ordinance 2007-65, Section 13(8), a Project Design Report for the property is provided
herewith.
FISCAL IMPACT: The total cost of acquisition will not exceed $34,300 ($33,200 for the two (2)
parcels and approximately $1,100 for the title commitment, title policy, and recording of documents). The
funds will be withdrawn from the Conservation Collier Trust Fund (172) from funds that were donated to
Conservation Collier for acquisition and management under the offsite preservation option in the Land
Development Code. As of April 28, 2020, property costs for Conservation Collier properties, including
this property and those under contract, total $106,093,452. Estimated costs of maintenance in perpetuity
have been considered by the CCLAAC and have been incorporated into the Conservation Collier Long
Term Financial Management Plan.
GROWTH MANAGEMENT IMPACT: Fee simple acquisition of conservation lands is consistent with
and supports Policy 1.3.1(e) in the Conservation and Coastal Management Element of the Collier County
Growth Management Plan.
LEGAL CONSIDERATIONS: This Item has been approved for form and legality and requires majority
vote for approval. -JAB
RECOMMENDATION: To:
1) approve the attached Agreement and accepts the Warranty Deed once it has been received and
approved by the County Attorney’s Office; 2) authorize the Chairman to execute the Agreement and any
and all other County Attorney’s Office approved documents related to this transaction; 3) authorize the
County Manager or his designee to prepare related vouchers and Warrants for payment; and 4) direct the
County Manager or his designee to proceed to acquire t hese parcels, to follow all appropriate closing
procedures, to record the deed and any and all necessary documents to obtain clear title to this parcel, and
to take all reasonable steps necessary to ensure performance under the Agreement.
Prepared By: Cindy M. Erb, SR/WA, Senior Property Acquisition Specialist, Division of Facilities
Management
ATTACHMENT(S)
1. Fairmont Arcadia PDR 5-26-20 (PDF)
2. Scanned Agrmt for BCC (PDF)
16.D.5
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06/23/2020
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.D.5
Doc ID: 12493
Item Summary: Recommendation to approve an Agreement for Sale and Purchase with Fairmont
Arcadia, Inc., a Florida corporation, for 2.28 acres under the Conservation Collier Land Acquisition
Program at a cost not to exceed $34,300.
Meeting Date: 06/23/2020
Prepared by:
Title: Property Acquisition Specialist, Senior – Facilities Management
Name: Cindy Erb
05/27/2020 9:29 AM
Submitted by:
Title: Director - Facilities Management – Facilities Management
Name: Damon Grant
05/27/2020 9:29 AM
Approved By:
Review:
Facilities Management Toni Mott Additional Reviewer Completed 05/27/2020 9:45 AM
Facilities Management Damon Grant Director - Facilities Completed 05/27/2020 10:24 AM
Parks & Recreation Barry Williams Additional Reviewer Completed 05/27/2020 1:56 PM
Parks & Recreation Summer BrownAraque Additional Reviewer Completed 06/01/2020 3:51 PM
Public Utilities Department Dan Rodriguez Additional Reviewer Completed 06/01/2020 5:05 PM
Operations & Veteran Services Kimberley Grant Level 1 Reviewer Completed 06/03/2020 9:40 AM
Public Utilities Operations Support AmiaMarie Curry Additional Reviewer Completed 06/05/2020 3:45 PM
Public Services Department Todd Henry Level 1 Division Reviewer Completed 06/09/2020 12:01 PM
Public Services Department Steve Carnell Level 2 Division Administrator Review Completed 06/09/2020 12:19 PM
County Attorney's Office Jennifer Belpedio Level 2 Attorney of Record Review Completed 06/11/2020 2:33 PM
County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 06/11/2020 4:16 PM
Office of Management and Budget Debra Windsor Level 3 OMB Gatekeeper Review Completed 06/11/2020 4:55 PM
Budget and Management Office Ed Finn Additional Reviewer Completed 06/15/2020 1:21 PM
County Manager's Office Nick Casalanguida Level 4 County Manager Review Completed 06/15/2020 3:49 PM
Board of County Commissioners MaryJo Brock Meeting Pending 06/23/2020 9:00 AM
16.D.5
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1
Conservation Collier Land Acquisition Program
Project Design Report
Date: May 2020
Fairmont Arcadia parcels – Winchester Head
16.D.5.a
Packet Pg. 1509 Attachment: Fairmont Arcadia PDR 5-26-20 [Revision 1] (12493 : Conservation Collier - Fairmont Arcadia Inc)
2
Property Owner(s): Fairmont Arcadia Inc
Folio: 39957720006, 39959640003
Location: GOLDEN GATE EST UNIT 65 W 75FT OF E 180FT OF TR 79 and
GOLDEN GATE EST UNIT 65 E 75FT OF W 150FT OF TR 64
Size: Two (2) 1.14-acre parcels = total 2.28 acres
Collier County Appraiser Value: $16,600.00 x 2 parcels = $33,200 total
History of Project:
Purpose of Project: Environmental Conservation – Conservation Collier Program
Program Qualifications:
The Fairmont Arcadia parcels are within the Winchester Head multi-parcel project.
Winchester Head is an undeveloped depressional cypress head and marsh wetland located
in NGGE in Units 62 and 65. Using aerial photographs, elevation data, soil maps and
public input, a total of 115 parcels (158.67 acres) were identified as being important for
acquisition. Selected parcels include wetlands and small areas of upland buffers on parcels
which are more than half wetland. The entire site is within North Golden Gate Estates,
identified within the Conservation Collier Ordinance (Ord. No. 2002-63, as amended) as a
Target Protection Area.
One important reason for the selection of Winchester Head as a conservation target is that
this area functions to provide floodplain storage for surrounding home sites during high
rainy season. These types of depressional storage areas were included in the water
management models for the Golden Gate canal system done by the Big Cypress Basin,
South Florida Water Management District and are a component of flood control for the
area. Winchester Head has also been targeted for future watershed improvement projects
(North Golden Gate Flowway Restoration Project, TDR Program, and Mitigation Program)
in the County’s Watershed Management Plan. At this time, Conservation Collier owns
89.69 acres out of a total of 158.67 acres, or 56% of the project area.
Additional program criteria that would be satisfied by this donation include protection of
surface and ground water resources, protection of wetland dependent species habitat, and
good potential for restoration. A paved public road (39th Ave NE) provides access to the
parcel and allows the property to be readily viewed.
Selected for the “A” category,
#1 priority, on the Active
Acquisition List (AAL) by
CCLAAC
AAL most recently
approved by BCC
Offer Made Offer Accepted
12/15/04 9/24/2019 3/31/2020 4/21/2020
16.D.5.a
Packet Pg. 1510 Attachment: Fairmont Arcadia PDR 5-26-20 [Revision 1] (12493 : Conservation Collier - Fairmont Arcadia Inc)
3
Projected Management Activities:
Active management of the entire project area is not feasible until a significant contiguous
area can be acquired. While Winchester Head as a whole is relatively free of exotic plants,
ongoing control is done annually or as needed on parcels that have been acquired by the
Conservation Collier Program. Exotic maintenance should be minimal and will be
included in the management budget for the overall Winchester Head project. Most of the
project area for Winchester Head is wetlands, and trails are not feasible. A raised boardwalk
would be the best public access opportunity, however, this will not be considered until
sometime well into the future of the project when more parcels are acquired. Nature
photography and bird watching from roadways are two activities that can occur at present.
Currently, the three roads (37th, 39th, and 41st Streets NE) provide paved access to the
project area but the only parking is the road right-of-way. At present, a visitor parking area
is not available but could be constructed in the future. An educational kiosk can be placed
along one of the roads through the project containing information on wetlands and on the
preservation of the area. Signs can be placed at boundaries along the roadways.
16.D.5.a
Packet Pg. 1511 Attachment: Fairmont Arcadia PDR 5-26-20 [Revision 1] (12493 : Conservation Collier - Fairmont Arcadia Inc)
CONSERVAT10N COLLIER
TAX IDENTIFICAT10N NUMBER:39957720006&39959640003
AGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT is made and entered into by and between FAIRMONT ARCADIA,
lNC., a Florida corporation, whose address is Attn: HJ Schnitzer, President,
Zuffenhauser Str 93, Korntal, Stuttgart, Germany D70825, (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 in Exhibit "A", attached hereto and made a part hereof by
reference.
WHEREAS, Purchaser is desirous of purchasing the Property, subject to the conditions
and other agreements hereinafter set forth, and Seller is agreeable to such sale and to
such conditions and agreements.
NOW, THEREFORE, and for and in consideration of the premises and the respective
undertakings of the parties hereinafter set forth and the sum of Ten Dollars ($10.00), the
receipt and sufficiency of which is hereby acknowledged, it is agreed as follows:
I. AGREEMENT
1.01 ln consideration of the purchase price and upon the terms and conditions
hereinafter set forth, Seller shall sell to Purchaser and Purchaser shall purchase
from Seller the Property, described in Exhibit "A".
II. PAYMENT OF PURCHASE PRICE
2.01 The purchase price (the "Purchase Price") for the Property shall be Thirty-
Three Thousand Two Hundred Dollars and 00/100 dollars ($33,200.00), (U.S.
Currency) payable at time of closing.
III. CLOSING
3.01 The Closing (THE "CLOSING DATE", "DATE OF CLOSING", OR
"CLOSING") of the transaction shall be held on or before one hundred and twenty
(120) days following execution of this Agreement by the Purchaser, unless
extended by mutual written agreement of the parties hereto. The 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
Agreement for Sale and Purchase 1
C)
16.D.5.b
Packet Pg. 1512 Attachment: Scanned Agrmt for BCC (12493 : Conservation Collier - Fairmont Arcadia Inc)
CONSERVATION COLLIER
TAx IDENTIFICATION NUMBERi 39957720006 & 39959640003
Building, 3299 Tamiami Trail East, 8th Floor, 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:
3.01 'l 1 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.
3.01 12 Combined Purchaser-Seller closing statement.
3.0113 A "Gap," Tax Proration, Owner's and Non-Foreign Affidavit," as
required by Section 1445 of the lnternal 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 ldentification and
Certification" as required by the lnternal 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 4.01 1 thereto, and the Title Company
is irrevocably committed to pay the Purchase Price to Seller and to issue
the Owner's title policy to Purchaser in accordance with the commitment
immediately after the recording of the deed.
3.0122 Funds payable to the Seller representing the cash payment due
at Closing in accordance with Article lll 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
Agreement for Sale and Purchase
16.D.5.b
Packet Pg. 1513 Attachment: Scanned Agrmt for BCC (12493 : Conservation Collier - Fairmont Arcadia Inc)
CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER: 39957720006 & 39959640003
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. lf 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 lnsurance 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. lf 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 lf Purchaser shall fail to advise the Seller in writing of any such
objections in Seller's title in the manner herein required by this Agreement, the
title shall be deemed acceptable. Upon notification of Purchaser's objection to
title, Seller shall have thirty (30) days to remedy any defects in order to convey
good and marketable title, except for liens or monetary obligations which will
be satisfied at Closing. Seller, at its sole expense, shall use its best efforts to
make such title good and marketable. ln 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
Aqreement for Sale and Purchase
16.D.5.b
Packet Pg. 1514 Attachment: Scanned Agrmt for BCC (12493 : Conservation Collier - Fairmont Arcadia Inc)
CONSERVATION COLLIER
TAx |OENT|F|CAT|ON NUMBER 39957720006 E 399596.40003
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
provaded 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 localed 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 ofthis
Agreement, ("lnspection 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. fhere are no abnormal drainage or environmental requirements to the
development of the Property.
3. The Property is in compliance with all applicable State and Federal
environmental laws and the Property is free from any pollution or
contamination.
4. The Property can be utilized for its intended use and purpose in the
Conservation Collier program.
5.02 lf Purchaser is not satisfied, for any reason whatsoever, with the results of
any investigation, Purchaser shall deliver to Seller prior to the expirataon of the
lnspection Period, written notice of its intention to waive the applicable
contingencies or to terminate this Agreement. lf Purchaser fails to notify the Seller
in writing of its specific objections as provided herein within the lnspection 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. ln
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
ag€ement lo. Sale and Purchase
の
16.D.5.b
Packet Pg. 1515 Attachment: Scanned Agrmt for BCC (12493 : Conservation Collier - Fairmont Arcadia Inc)
CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER: 39957720006 & 39959640003
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 Se∥er acknowledges that the Purchaser,or its authorized agents,sha∥have
the rightto inspectthe Property at any time prio「to the Closing
V∥ POSSESStON
7 01 Purchasersha∥be entued to fu∥possession ofthe Property at Closing
VⅢ PRORAT10NS
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 2018 taxes, and shall be
paid by Seller.
IX, TERMINATION AND REMEDIES
9.01 lf Seller shall have failed to perform any of the covenants and/or agreemenls
contained herein which are to be performed by Seller, within ten (10) days of
written notification of such failure, Purchaser may, at its option, terminate this
Agreement by giving written notice of termination to Seller. Purchaser shall have
the right to seek and enforce all rights and remedies available at law or in equity to
a contract vendee, including the right to seek specific performance of this
Agreement.
9.02 lf 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 forlh in paragraph 12.01, (Real Estate Brokers), hereof.
Agreemenr for Sale and Purchase ③
16.D.5.b
Packet Pg. 1516 Attachment: Scanned Agrmt for BCC (12493 : Conservation Collier - Fairmont Arcadia Inc)
CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER: 39957720006 & 39959640003
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:
10.01 1 Seller and Purchaser have full right and authority to enter into and to
execute this Agreement and to undertake all actions and to perform all tasks
required of each hereunder. Seller is not presently the subject of a pending,
threatened or contemplated bankruptcy proceeding.
10.012 Seller has full right, power, and authority to own and operate the
Property, and to execute, deliver, and perform its obligations under this
Agreement and the instruments executed in connection herewith, and to
consummate the transaction contemplated hereby. All necessary
authorizations and approvals have been obtained authorizing Seller and
Purchaser to execute and consummate the transaction contemplated hereby
At Closing, certified copies of such approvals shall be delivered to Purchaser
and/or Seller, if necessary.
10.013 The warranties set forth in this paragraph shall be true on the date of
this Agreement and as of the date of Closing. Purchaser's acceptance of a
deed to the said Property shall not be deemed to be full performance and
discharge of every agreement and obligation on the part of the Seller to be
performed pursuant to the provisions of this Agreement.
'10.014 Seller represents that it has no knowledge of any actions, suits, claims,
proceedings, litigation or investigations pending or threatened against Seller, at
law, equity or in arbitration before or by any federal, state, municipal or other
governmental instrumentality that relate to this agreement or any other
property that could, if continued, adversely affect Seller's ability to sell the
Property to Purchaser according to the terms of this Agreement.
10.015 No party or person other than Purchaser has any right or option to
acquire the Property or any portion thereof.
10.0'16 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
Agreemenl for Sale and Purchase
16.D.5.b
Packet Pg. 1517 Attachment: Scanned Agrmt for BCC (12493 : Conservation Collier - Fairmont Arcadia Inc)
CONSERA/AT10N COLL ER
TAX IDENTIFICAT10N NUMBER:39957720006&39959640003
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 lerms 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 Selle/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 Selle/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 requaring 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 regulataon with which
Seller has not complied.
'10.0'19 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 suils, 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.
Agreemenl lo. Sale and Pu.chase ③
16.D.5.b
Packet Pg. 1518 Attachment: Scanned Agrmt for BCC (12493 : Conservation Collier - Fairmont Arcadia Inc)
CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER: 39957720006 & 39959640003
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,
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
1 1.01 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:
⑤
Agaeement for Sale and Purchase
16.D.5.b
Packet Pg. 1519 Attachment: Scanned Agrmt for BCC (12493 : Conservation Collier - Fairmont Arcadia Inc)
CONSERVAT10N COLLlにR
TAX lDENTIFICAT10N NUMBER:39957720006&39959640003
lf to Purchaser:
With a copy to:
lfto Seller
Summer Araque, Coordinator
Conservation Collier Program
Collier County Parks and Recreation Division
Public Services Department
Golden Gate Community Park
3300 Santa Barbara Blvd.
Naples Florida 34116
Cindy M. Erb, SRMA, Senior Property Acquisition Specialist
Collier County Real Property Management
3335 Tamiami Trail East, Suite 101
Naples, Florida 34112
Telephone n umber: 239-252-89 17
Fax number: 239-252-887 6
HJ Schnitzer, President
Fairmont Arcadia lnc.
Zuffenhuser Str 93
Korntal
Stuttgart Germany
Telephone number:
Fax number:
D70825
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 responsibillty
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
Agreement for Sale and Purchase
16.D.5.b
Packet Pg. 1520 Attachment: Scanned Agrmt for BCC (12493 : Conservation Collier - Fairmont Arcadia Inc)
CONSERVATION COLLIER
IAX IOENTIFICATION N UMBER: 39957720006 & 39959640003
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 daled 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 contexl or lhe 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 plovision.
13.07 lf any date specilled 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 subiect 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 lf 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
benetlcial interest in the Property before Property held in such capacity is
conveyed to Collier County. (lf 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.
e9
Agrcemenlfor Sale and Purchase
16.D.5.b
Packet Pg. 1521 Attachment: Scanned Agrmt for BCC (12493 : Conservation Collier - Fairmont Arcadia Inc)
CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER: 39957720006 & 39959640003
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.
lN WITNESS WHEREOF, the parties hereto have signed below.
Dated Prolect/Acquistion Approved by BCC:
AS TO PURCHASER:
DATED:
ATttEST:
CRYSTAL K KINZEL,Clerk
BOARD OF COUNTY COMMISS10NERS
COLLIER COUNIY,FLORIDA
BY:
, Deputy Clerk Burt L. Saunders, Chairman
Approved as to form and legality:
Jenn,fe@ % ".tO.td' .1P"
>\*
Agreemenl for Sale and Purchase 〇
16.D.5.b
Packet Pg. 1522 Attachment: Scanned Agrmt for BCC (12493 : Conservation Collier - Fairmont Arcadia Inc)
CD"SERVAア loN cOLl:ERIA,ICc NTr)cATlo～～UMBCR I●●5'720006`09959●40003
AS TO SELLER
Vυ lTNESS[S
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FA!RMONT ARCAD:A INC a Flo自 o3
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FA:RMONT・ ARCAD:A iNC
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D70825 KoRNTAL・ ST●TTcART
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16.D.5.b
Packet Pg. 1523 Attachment: Scanned Agrmt for BCC (12493 : Conservation Collier - Fairmont Arcadia Inc)
CONSERVAT10N COLL ER
TAX IDENTIFICAT10N NUMBER:39957720006&39959640003
EXH:B:T“A''
PROPERttY IDENTIFICA丁 10N NUMBER: 39957720006
LEGAL DESCRIPT!ON:
THE EAST SEVENTY―FIVE(75')FEET OF THE VVEST ONE HUNDRED
F!FttY(150り FEE丁 OF TRACT 64, UN!丁 N0 65, GOLDEN GAttEESttAttES, ACCORDING TO THE PLAT THEREOF RECORDED IN
PLAT B00K 5,PAGE 88 0F THE PUBLIC RECORDS OF COLLIER
COUNIY,FLORIDA
l14 Acres
AND
PROPERTY IDENTIF!CAT10N NUMBER: 39959640003
LECAL DESCRIPT10N:
THE WEST SEVENTY―FIVE(75り FEET OF THE EAST ONE HUNDRED
E!GHTY(180)FEET OF TRACT 79, UNIT N0 65, GOLDEN GATEESTATES, ACCORDING TO THE PLAT THEREOF RECORDED IN
PLAT B00K 5, PAGE 88 0F ttHE PUBLIC RECORDS OF COLLIER
COUN7Y,FLORIDA
l14 Acres
〇Agreement for Sale and Purchase
16.D.5.b
Packet Pg. 1524 Attachment: Scanned Agrmt for BCC (12493 : Conservation Collier - Fairmont Arcadia Inc)