Starnes Purchase & AddendumCONSERVATION COLLIER Prepared By:
TAX IDENTIFICATION NUMBER: 00053080200 & 00053080006 Jennifer A. Belpedio, Esquire
Office of the County Attorney
3301 East Tamiami Trail
Naples, Florida 34112
(239) 774 -8400
AGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT is made and entered into by and between MARILYN H. ADKINS,
AS TRUSTEE OF THE MARILYN H. ADKINS REVOCABLE TRUST U /D /T DATED
JULY 8, 1997, an undivided one -eight (1/8) interest, whose address is 15232
Fiddlesticks Blvd, Ft. Myers, FL 33912, JOAN H. BICKEL, TRUSTEE OF THE JOAN
H. BICKEL LIVING TRUST DATED MARCH 29, 2000, an undivided three - eights (3/8)
interest, whose address is 15 Woodcreek Lane, Frisco, TX 75034, and HUGH E.
STARNES AND JUDY A. STARNES, A /K/A JUDY ANN STARNES, husband and wife,
an undivided one -half (1/2) interest, whose address is 3715 McGregor Boulevard, Fort
Myers, FL 33901, (hereinafter collectively referred to as "Seller "), and COLLIER
COUNTY, a political subdivision of the State of Florida, its successors and assigns,
(hereinafter referred to as "County "), an undivided ninety -four point four (94.4 %)
percent interest, whose address is 3301 Tamiami Trail East, Naples, FL 34112, and
CORKSCREW REGIONAL ECOSYSTEM WATERSHED LAND AND WATER TRUST,
INCORPORATED, a Florida non profit corporation, (hereinafter referred to as
"CREW'), an undivided five point six (5.6 %) percent interest, whose address is 23998
Corkscrew Road, Estero, FL 33928, (hereinafter collectively referred to as "Purchaser ").
W I T N E S S E T H
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.
WHEREAS, in addition to the conditions and other agreements herein set forth, County
will lease back the Property to Hugh E. Starnes, (hereinafter referred to as "Lessee ")
subject to the terms of a valid and enforceable lease for cattle grazing.
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 ".
II. PAYMENT OF PURCHASE PRICE
2.01 The purchase price (the "Purchase Price ") for the Property shall be Five
Million Three Hundred Thirty Two Thousand Dollars and No /100 Dollars
($5,332,000.00), (U.S. Currency) payable at time of closing.
2.02 CREW shall deliver to County a check made payable to Collier County
Board of County Commissioners in the amount of Three Hundred Thousand
Dollars and No /100 Dollars ($300,000), (U.S. Currency) on or before the time of
closing.
III. CLOSING
3.01 The Property shall be conveyed in its "as is, where is, with all faults"
condition, subject only to the limited post - Closing warranties hereafter stated.
INSTR 4806418 OR 4891 PG 2907 1
RECORDED 3/412013 9:02 AM PAGES 14
DWIGHT E. BROCK, CLERK OF THE CIRCUIT COURT
COLLIER COUNTY FLORIDA
REC $120.50 INDX $3.00
CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER: 00053080200 & 00053080006
3.02 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 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:
3.021 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:
3.0211. Joan H. Bickel, Trustee of the Joan H. Bickel Living Trust dated
March 29, 2000 (the "Bickel Trust "), shall execute and deliver a General
Warranty Deed at Closing for the prorata share of the Property owned
by the Bickel Trust.
3.0212 Marilyn H. Adkins, Trustee of the Marilyn H. Adkins Revocable
Trust U /D/T dated July 8, 1997 (the "Adkins Trust "), shall execute and
deliver a General Warranty Deed at Closing for the prorata share of the
Property owned by the Adkins Trust.
3.0213 Hugh E. Starnes and Judy A. Starnes, a /k/a Judy Ann Starnes,
husband and wife ( "Starnes "), shall execute and deliver a General
Warranty Deed at Closing for the prorata share of the Property owned
by the Starnes.
3.0214 All above Warranty Deeds shall be in favor of the 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.
3.0215 Combined Purchaser - Seller closing statement.
3.0216 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.
3.0217 A W -9 Form, "Request for Taxpayer Identification and
Certification" as required by the Internal Revenue Service.
3.0218 At Closing, Hugh E. Starnes shall execute, acknowledge and
deliver to County, in recordable form, a valid and enforceable lease for
cattle grazing. The terms of the executed lease shall be set forth in
Exhibit "B ", attached hereto.
3.022 At the Closing, the Purchaser, or its assignee, shall cause to be
delivered to the Seller the following:
3.0221 A negotiable instrument (County Warrant) in an amount equal to
the Purchase Price. No funds shall be disbursed to Seller until the Title
Company verifies that the state of the title to the Property has not
changed adversely since the date of the last endorsement to the
commitment, referenced in Section 4.011 thereto, and the Title
Company is irrevocably committed to pay the Purchase Price to Seller
CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER: 00053080200 & 00053080006
and to issue the Owner's title policy to Purchaser in accordance with the
commitment immediately after the recording of the deed.
3.0222 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.
3.03 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.
3.04 Purchaser shall pay for the cost of recording the Warranty Deeds. 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 all 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. 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
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
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CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER: 00053080200 & 00053080006
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, projection, or lack of legal access.
4.014 Reservations of oil, gas, and mineral rights that exist in the chain of title as
well as applicable leases may affect Purchaser's use of Property for
conservation purposes. Purchasers shall have fifty -five (55) days from the
effective date of this Agreement to obtain releases of such rights to surface
exploration and mining or to otherwise satisfy concerns that surface
exploration and mining will not occur on Property, or to otherwise terminate
this Agreement at no penalty.
V. INSPECTION PERIOD
5.01 Purchaser shall have one hundred and twenty (120) days from the date of
this Agreement, ( "Inspection Period "), to determine through appropriate
investigation that:
1. Soil tests and engineering studies indicate that the Property can be developed
without any abnormal demucking, soil stabilization or foundations.
2. There are no abnormal drainage or environmental requirements to the
development of the Property.
3. The Property is in compliance with all applicable State and Federal
environmental laws and the Property is free from any pollution or
contamination.
4. The Property can be utilized for its intended use and purpose in the
Conservation Collier program.
5.02 If Purchaser is not satisfied, for any reason whatsoever, with the results of
any investigation, Purchaser shall deliver to Seller prior to the expiration of the
Inspection Period, written notice of its intention to waive the applicable
contingencies or to terminate this 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. Seller shall be notified by
Purchaser no less than twenty -four (24) hours prior to said inspection of the
Property.
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CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER
VI. INSPECTION
00053080200 & 00053080006
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 Notwithstanding anything contained in the Agreement to the contrary, Seller
has advised Purchaser that some or all of the oil, gas, minerals and hydrocarbons
located at, in and under the Property (collectively, the "Minerals "), have been
previously transferred only to the extent set forth in reservations recorded in the
public records of Collier County and that to the best of Seller's knowledge there
are no outstanding reservations, leases, or assignments of Mineral rights other
than the Oil, Gas, and Mineral Lease, dated March 15, 2007, between Hugh E.
Starnes and wife, Judy Ann Starnes and Wesley E. Williams. In any event,
Sellers reserve for themselves and their respective heirs, beneficiaries, legal
representatives, successors, and assigns, all of the Minerals not otherwise
previously transferred. The Deed used to convey the Property shall contain similar
reservation and the provisions hereof shall survive Closing.
7.02 Purchaser shall be entitled to full possession of the Property at Closing, but
not inconsistent with the oil, gas mineral, or other reservations as set forth in
Section 7.01.
7.03 At Closing, Seller shall execute, acknowledge and deliver to Purchaser, a
valid and enforceable lease for cattle grazing.
7.04 CREW acknowledges and agrees that County has full authority under the
terms of the lease described in Section 3.0218. These actions include, but are not
limited to, negotiation and execution of the lease described in Section 3.0218 as
properly executed by Seller, and to take any action reasonable and necessary as
lessor of the Property, including a renewal of the lease term.
7.05 CREW hereby transfers and assigns to County all panther mitigation units
that may be received from U.S. Fish and Wildlife Service. CREW acknowledges
and agrees that it will reasonably cooperate with County to the extent necessary to
ensure that County is eligible and able to receive the maximum panther mitigation
units allowable.
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 2006 taxes, and shall be
paid by Seller.
IX. TERMINATION AND REMEDIES
9.01 If Seller shall have failed to perform any of the covenants and /or agreements
contained herein which are to be performed by Seller, within ten (10) days of
written notification of such failure, Purchaser may, at its option, terminate this
Agreement by giving written notice of termination to Seller. Purchaser shall have
the right to seek and enforce all rights and remedies available at law or in equity
to a contract vendee, including the right to seek specific performance of this
Agreement.
9.02 If the Purchaser has not terminated this Agreement pursuant to any of the
provisions authorizing such termination, and Purchaser fails to close the
transaction contemplated hereby or otherwise fails to perform any of the terms,
covenants and conditions of this Agreement as required on the part of Purchaser
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 Ten Thousand Dollars ($10,000.00) shall
be paid to Seller as liquidated damages which shall be Seller's sole and exclusive
CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER: 00053080200 & 00053080006
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.
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 Section 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.
10.016 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, without any independent investigation, that it has no
present, actual knowledge that:
1. Incinerators, septic tanks or cesspools are located on the Property; all
waste, if any, is discharged into a public sanitary sewer system;
2. Any pollutants are or have been discharged from the Property, directly or
indirectly into any body of water;
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CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER: 00053080200 & 00053080006
3. The Property has 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;
4. Hazardous or toxic substances are currently used in connection with the
operation of the Property;
5. There is any pending proceeding or inquiry by any authority with respect
thereto;
6. There is ground water contamination on the Property;
7. Storage tanks for gasoline or any other substances are or were located on
the Property;
8. Any of the Property has been used as a sanitary landfill;
9. The Property and Seller's operations concerning the Property are in
violation of any applicable Federal, State or local statute, law or regulation;
10. 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 order to
comply with any laws, ordinances, codes or regulation with which Seller
has not complied.
10.018 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.
10.019 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.
10.020 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.
10.021 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 for a period of one (1) year. Each of the foregoing
representations is made to Seller's actual, current knowledge but without any
investigations or analysis and Purchaser is encouraged to engage such
inspectors and environmental site assessors as Purchasers requires in order
to independently verify the condition of the Property within the Inspection
Period.
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CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER: 00053080200 & 00053080006
10.022 Seller 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 breach of any of Seller's representations provided above.
This provision and the rights of Purchaser, hereunder, shall survive Closing for
a period of one (1) year.
10.023 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: Alexandra Sulecki, Coordinator
Conservation Collier Land Acquisition Program
Collier County Facilities Department
3301 Tamiami Trail East
Naples, Florida 34112
If to Purchaser: Dr. John Murray, Executive Director
Corkscrew Regional Ecosystem Watershed Land
& Water, Trust, Inc.
23998 Corkscrew Road
Estero, FL 33928
Telephone number: 239 - 657 -2253
Fax number: 239 - 657 -8392
With a copy to: Cindy M. Erb, Senior Property Acquisition Specialist
Collier County Real Estate Services
Administration Building
3301 Tamiami Trail East
Naples, Florida 34112
Telephone number: 239 - 774 -8991
Fax number: 239 - 774 -8876
If to Seller: Marilyn H. Adkins, Tr.
15232 Fiddlesticks Blvd.
Fort Myers, FL 33912
Telephone number: 239 - 768 -0993
Fax number: N/fl
If to Seller: Joan H. Bickel, Tr.
15 Woodcreek Lane
Frisco, TX 75034
Telephone number: 972 - 625 -2279
Fax number: /U /A
If to Seller: Hugh E. & Judy A. Starnes
3715 McGregor Boulevard
Fort Myers, FL 33901
Telephone number: 239 - 335 -2257
Fax number: 239 - 335 -2586
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.
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CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER: 00053080200 & 00053080006
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.
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.
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.
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CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER: 00053080200 & 00053080006
XIV. ENTIRE AGREEMENT
14.01 This Agreement and the exhibits attached hereto contain the entire
agreement between the parties, and no promise, representation, warranty or
covenant not included in this Agreement or any such referenced agreements has
been or is being relied upon by either party. No modification or amendment of
this Agreement shall be of any force or effect unless made in writing and executed
and dated by both Purchaser and Seller. Time is of the essence of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have signed below.
Dated Project/Acquisition Approved by BCC: 2_c�a7 %,�77z IC //
AS TO PURCHASER:
ATTEST:
DWIGHT E. BROCK, Clerk
Pc t(i,5to
Atted .l to flat t �'
u Clerk
tignit6et oil -
! AS TO PURCHASER:
DATED:_
WITNESSES:
7h
(Signature)
� � ►�t� H Sb t�- N Sb lJ
(Printed Name)
(Signae
Lff 2� STi ��' S • �'2 2y/
(Printed Name)
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
CORKSCREW REGIONAL ECOSYSTEM
WATERSHED LAND AND WATER
TRUST, INCORPORATED, a Florida non
profit corporation
BY:' l
Ray JudaA, Chdirman
CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER: 00053080200 & 00053080006
AS TO SELLER:
DATED: _7 ' - C -)
WITNESSES:
L b'�
(Signature)
ur(- - 6• 14Lt0)::,4
(Printed Name)
(Signature)
(Printed Name)
AS TO SELLER:
DATED: 7 S ` c)-7
WITNESSES:
(Signature)
�3 PC) cF �3. 1-;.L- - 0 xA
(Printed Name). --�
a
X _
(Signature)
(Printed Name)
RECEIVED
JUL _ 6 2007
REAL ESTATE SERVICES
f /
BY:
HUGH E. STARNES
f
JUDY STAf3OgES a /k /a JUDY ANN STARNES
CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER: 00053080200 & 00053080006
AS TO SELLER:
DATED: /g- l7 g
WITNESSES:
(Signature)
(Printed Name)
(Si ture)
�i k de 4
(Printed Name)
BY: Wllllb�, ) /�/
k4kRiLYN K.- KINS, AS TRUSTEE
OF THE MARILYN H. ADKINS
REVOCABLE TRUST U /D/T DATED
JULY 8, 1997
i1L
CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER: 00053080200 & 00053080006
AS TO SELLER:
DATED: 5 � -y 5 r 1-0 01
WITNESSES:
(S ature)
L 5;A Sc±-\p,,, F
(Printed Name)
(Signature)
(Printed Name)
Approved as to form and
legal sufficiency:
V1 R
Jen fifer A- o
Assistant County Attorney
13
AeLwx-
J H. BICKEL, TRUSTEE
OF THE JOAN H. BICKEL LIVING
TRUST DATED MARCH 29, 2000
CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER: 00053080200 & 00053080006
EXHIBIT "A"
PROPERTY TAX IDENTIFICATION NUMBER: 00053080006
LEGAL DESCRIPTION:
WEST HALF (W1 /2) OF SECTION 30, TOWNSHIP 46 SOUTH, RANGE
28 EAST, OF COLLIER COUNTY, FLORIDA.
AND
PROPERTY TAX IDENTIFICATION NUMBER: 00053080200
LEGAL DESCRIPTION:
NORTHWEST QUARTER (NW1 /4) OF NORTHEAST QUARTER (NE1 /4)
OF SECTION 30, TOWNSHIP 46 SOUTH, RANGE 28 EAST, OF
COLLIER COUNTY, FLORIDA.
EXCEPT SELLERS RESERVE ANY OIL, GAS, AND MINERAL, RIGHTS
OWNED BY THEM AS SET FORTH IN ANY PREVIOUSLY RECORDED
DEED.
14
CONSERVATION COLLIER Prepared By:
Jennifer A.
TAX IDENTIFICATION NUMBER: 00053080200 & 00053080006 Office of the County County Esquire
Attorney
3301 East Tamiami Trail
Naples, Florida 34112
(239) 774 -8400
AGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT is made and entered into by and between MARILYN H. ADKINS,
AS TRUSTEE OF THE MARILYN H. ADKINS REVOCABLE TRUST U /D /T DATED
JULY 8, 1997, an undivided one -eight (1/8) interest, whose address is 15232
Fiddlesticks Blvd, Ft. Myers, FL 33912, JOAN H. BICKEL, TRUSTEE OF THE JOAN
H. BICKEL LIVING TRUST DATED MARCH 29, 2000, an undivided three - eights (3/8)
interest, whose address is 15 Woodcreek Lane, Frisco, TX 75034, and HUGH E.
STARNES AND JUDY A. STARNES, A /K/A JUDY ANN STARNES, husband and wife,
an undivided one -half (1/2) interest, whose address is 3715 McGregor Boulevard, Fort
Myers, FL 33901, (hereinafter collectively referred to as "Seller "), and COLLIER
COUNTY, a political subdivision of the State of Florida, its successors and assigns,
(hereinafter referred to as "County "), an undivided ninety -four point four (94.4 %)
percent interest, whose address is 3301 Tamiami Trail East, Naples, FL 34112, and
CORKSCREW REGIONAL ECOSYSTEM WATERSHED LAND AND WATER TRUST,
INCORPORATED, a Florida non profit corporation, (hereinafter referred to as
"CREW "), an undivided five point six (5.6 %) percent interest, whose address is 23998
Corkscrew Road, Estero, FL 33928, (hereinafter collectively 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.
WHEREAS, in addition to the conditions and other agreements herein set forth, County
will lease back the Property to Hugh E. Starnes, (hereinafter referred to as "Lessee ")
subject to the terms of a valid and enforceable lease for cattle grazing.
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 ".
II. PAYMENT OF PURCHASE PRICE
2.01 The purchase price (the 'Purchase Price ") for the Property shall be Five
Million Three Hundred Thirty Two Thousand Dollars and No /100 Dollars
($5,332,000.00), (U.S. Currency) payable at time of closing.
2.02 CREW shall deliver to County a check made payable to Collier County
Board of County Commissioners in the amount of Three Hundred Thousand
Dollars and No /100 Dollars ($300,000), (U.S. Currency) on or before the time of
closing.
III. CLOSING
3.01 The Property shall be conveyed in its "as is, where is, with all faults"
condition, subject only to the limited post - Closing warranties hereafter stated.
I
CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER: 00053080200 & 00053080006
3.02 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 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:
3.021 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:
3.0211. Joan H. Bickel, Trustee of the Joan H. Bickel Living Trust dated
March 29, 2000 (the "Bickel Trust "), shall execute and deliver a General
Warranty Deed at Closing for the prorata share of the Property owned
by the Bickel Trust.
3.0212 Marilyn H. Adkins, Trustee of the Marilyn H. Adkins Revocable
Trust U /D/T dated July 8, 1997 (the "Adkins Trust "), shall execute and
deliver a General Warranty Deed at Closing for the prorata share of the
Property owned by the Adkins Trust.
3.0213 Hugh E. Starnes and Judy A. Starnes, a /k /a Judy Ann Starnes,
husband and wife ( "Starnes "), shall execute and deliver a General
Warranty Deed at Closing for the prorata share of the Property owned
by the Starnes.
3.0214 All above Warranty Deeds shall be in favor of the 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.
3.0215 Combined Purchaser - Seller closing statement.
3.0216 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.
3.0217 A W -9 Form, "Request for Taxpayer Identification and
Certification" as required by the Internal Revenue Service.
3.0218 At Closing, Hugh E. Starnes shall execute, acknowledge and
deliver to County, in recordable form, a valid and enforceable lease for
cattle grazing. The terms of the executed lease shall be set forth in
Exhibit "B ", attached hereto.
3.022 At the Closing, the Purchaser, or its assignee, shall cause to be
delivered to the Seller the following:
3.0221 A negotiable instrument (County Warrant) in an amount equal to
the Purchase Price. No funds shall be disbursed to Seller until the Title
Company verifies that the state of the title to the Property has not
changed adversely since the date of the last endorsement to the
commitment, referenced in Section 4.011 thereto, and the Title
Company is irrevocably committed to pay the Purchase Price to Seller
2
CONSERVATION COLLIER
TAX IDENTIFICATION NUMBER: 00053080200 & 00053080006
and to issue the Owner's title policy to Purchaser in accordance with the
commitment immediately after the recording of the deed.
3.0222 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.
3.03 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.
3.04 Purchaser shall pay for the cost of recording the Warranty Deeds. 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 all 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. 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
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
3
ADDENDUM TO AGREEMENT
THIS ADDENDUM is entered into this �� day of /I
2007, by and between MARILYN H. ADKINS, AS TRUSTEE OF THE MARILYN H.
ADKINS REVOCABLE TRUST U /D /T DATED JULY 8, 1997, as to an undivided one -
eight (1/8) interest, whose address is 15232 Fiddlesticks Blvd, Ft. Myers, FL 33912,
JOAN H. BICKEL, TRUSTEE OF THE JOAN H. BICKEL LIVING TRUST DATED
MARCH 29, 2000, as to an undivided three - eights (3/8) interest, whose address is 15
Woodcreek Lane, Frisco, TX 75034, and HUGH E. STARNES AND JUDY A.
STARNES, A /K /A JUDY ANN STARNES, husband and wife, as to an undivided one -
half (1/2) interest, whose address is 3715 McGregor Boulevard, Fort Myers, FL 33901,
(hereinafter collectively referred to as "Seller "), and COLLIER COUNTY, a political
subdivision of the State of Florida, its successors and assigns, (hereinafter
referred to as "County "), as to an undivided ninety -four point four (94.4 %) percent
interest, whose address is 3301 Tamiami Trail East, Naples, FL 34112, and
CORKSCREW REGIONAL ECOSYSTEM WATERSHED LAND AND WATER TRUST,
INCORPORATED, a Florida non profit corporation, (hereinafter referred to as
"CREW "), as to an undivided five point six (5.6 %) percent interest, (hereinafter
collectively referred to as "Purchaser "). Purchaser and Seller entered into that certain
Agreement for Sale and Purchase dated (the "Agreement "). Subsequent to
entering into the Agreement and pursuant to provision _ of the Agreement, Purchaser
and Seller wish to append the Agreement with the following additional terms and
conditions:
1. Paragraph 4.014 of the Agreement should be modified to read "Reservations
of oil, gas, and mineral rights that exist in the chain of title as well as applicable
leases may affect Purchaser's use of Property for conservation purposes.
Purchaser shall have one hundred and fifteen (115) days from the effective
date of this Agreement to obtain releases of such rights to surface exploration
and mining or to otherwise satisfy concerns that surface exploration and
mining will not occur on Property, or to otherwise terminate this Agreement at
no penalty."
Except as expressly provided herein, the Agreement between the Purchaser and
the Seller remains in full force and effect according to the terms and conditions
contained therein, and said terms and conditions are applicable hereto except as
expressly provided otherwise herein.
IN WITNESS WHEREOF, the Purchaser and Seller have hereto executed this
Addendum the day and year first above written.
IN WITNESS WHEREOF, the parties hereto have signed below.
P UA i ition A roved b BCC li `l "C '/
Dated rolec cqus pp y
AS TO PURCHASER: 7
ATTEST:
DWIGHT E. BROCK, Clerk
mac-
h A: 1 7 1.f Ad O G
De
i ut6i/Clerk
ai `
$1 4 r
`ii �
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
/i� ..
BY: 44—
JAMES COLETTA, Chairman
DATED: i k- l q- D
WITNESSES:
( ignature)
L%to' t�1,awE�'Am� C-0
(Printed Name)
ignature)
(21-1 /z, ?V E 5 • �� 22�/
(Printed Name)
CORKSCREW REGIONAL ECOSYSTEM
WATERSHED LAND AND WATER
TRUST, INCORPORATED, a Florida non
profit corporation
BY: QL
Ray Jud airman
AS TO SELLER:
DATED: 6 Z6 y
WITNESSES:
( ignature)
Relen 4.01^Lj m
(Printed Name)
DATED: I I
WITNESSES:
(Signature)
�a1C leA� G'rt)M
(Printed Name)
BY: 1 ' �I ! �`Ci ✓� �L
HUGH .STARNES
BY: CiL Li YI
JUDY . STA ES a /k/a JUDY ANN STARNES
I � I I .
, � I rLj //A
Vve 1 T 114 F S S F S'
(Signature)
ILYN H-�DKINS, AS TRUSTEE
OF THE MARH YN H ATIKINJ ' F� '
RFVO('ARI F TRUST I)/D/I'I)ATFf)
!-!I V a irin-,7
AS TO SELLER:
DATED: /l- � "-" - e .7
—1 - - --
��iJ�i
(Printed Name)
(Signature)
I �-t
(Printed Na[he)
Approved as to form and
legal sufficiency:
Je ifer A. +Blp io
Assistant Cou ttorney
BY: <«<
AN H. BICKEL , TRUSTEE
OF THE JOAN H. BICKEL LIVING
TRUST DATED MARCH 29, 2000