Vanderbilt Naples Holdings Donation Agreement CONSERVATION COLLIER
PROPERTY IDENTIFICATION NUMBER: 39490600007
ONE NAPLES MPUD
DONATION AGREEMENT
THIS DONATION AGREEMENT (hereinafter referred to as the "Agreement") is
made and entered into by and between VANDERBILT NAPLES HOLDINGS, LLC, a
Florida limited liability company, (hereinafter referred to as "Owner"), whose mailing
address is 2639 Professional Circle, Suite 101, Naples, FL 34119, 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 "County").
WITNESSETH:
WHEREAS, Owner 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, Owner recognizes the benefit to Owner and desires to convey the
Property to the County for the stated purposes, on the terms and conditions set forth
herein, said terms including that no compensation shall be due and payable for the
Property requested by County; and
NOW, THEREFORE, in consideration of these premises, the sum of Ten Dollars
($10.00), and other good and valuable consideration, the receipt and sufficiency of which
is hereby mutually acknowledged, it is agreed by and between the parties as follows:
1. Owner shall convey the Property via a Warranty Deed to County at no cost to
the County, unless otherwise stated herein.
2. Prior to Closing, Owner shall obtain from the holders of any liens encumbering
the Property, the execution of such instruments which will remove, release or subordinate
such liens from the Property upon their recording in the public records of Collier County,
Florida. Owner shall provide such instruments, properly executed, to County on or before
the date of Closing.
3. This Agreement shall be null and void, and of no further force or effect, unless
Closing shall occur within sixty (60) days from the date County executes this Agreement;
unless extended by mutual written agreement of the parties hereto. The Manager of
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 sixty (60) days
without further approval by the Board of County Commissioners.
4. Owner is aware and understands that this Agreement is subject to the
acceptance and approval by the Board of County Commissioners of Collier County,
Florida. The purpose of the Agreement is to satisfy the offsite preservation requirement
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for PUD Ordinance No. 2021-09, One Naples MPUD, as required by the Land
Development Code (Section 3.05.07 H.1.f)
5. Owner represents that during the period of Owner's ownership of the Property,
the Property and all uses of the Property have been and presently are in compliance with
all Federal, State and Local environmental laws; that no hazardous substances have
been generated, stored, treated or transferred on the Property except as specifically
disclosed to the County; that the Owner has no knowledge of any spill or environmental
law violation on any property contiguous to or in the vicinity of the Property to be conveyed
to the County, that the Owner has not received notice and otherwise has no knowledge
of a) any spill on the Property, b) any existing or threatened environmental lien against
the Property or c) any lawsuit, proceeding or investigation regarding the generation,
storage, treatment, spill or transfer of hazardous substances on the Property. This
provision shall survive Closing and is not deemed satisfied by conveyance of title.
6. Owner shall indemnify, defend, save and hold harmless the County against and
from, and to reimburse the County with respect to, any and all damages, claims, liabilities,
laws, costs and expenses (including without limitation reasonable paralegal and attorney
fees and expenses whether in court, out of court, in bankruptcy or administrative
proceedings or on appeal), penalties or fines incurred by or asserted against the County
by reason or arising out of the breach of Owner's representation under Section 5. This
provision shall survive Closing and is not deemed satisfied by conveyance of title.
7. The cost of a title commitment and title policy shall be paid by Owner. Owner
shall pay for all costs of recording the conveyance instrument, and recording costs for
any curative instruments, in the Public Records of Collier County, Florida. Owner shall
be responsible for paying any costs and/or fees associated with the securing and
recording any Releases of mortgage(s) recorded against the Property from any
mortgagee(s). All other costs associated with this transaction including but not limited to
transfer, documentary and intangible taxes (but excluding County's investigative costs or
consultant fees, if any) shall be borne and paid by Owner.
8. Prior to Closing, Owner shall provide the endowment for management and
exotic removal fee both established in the Collier County Parks and Recreation Division
Fee Schedule.
9. 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 trustees, and/or assignees, whenever the context
so requires or admits.
10. Conveyance of the Property by Owner is contingent upon no other provisions,
conditions, or premises other than those so stated above; and the written Agreement,
including all exhibits attached hereto, shall constitute the entire Agreement and
understanding of the parties, and there are no other prior or contemporaneous written or
oral agreements, undertakings, promises, warranties, or covenants not contained herein.
11. If the Owner holds the Property in the form of a partnership, limited partnership,
corporation, trust or any form of representative capacity whatsoever for others, Owner
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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 the Property held in such capacity is conveyed to County, its successors and
assigns. (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.)
12. This Agreement is governed and construed in accordance with the laws of the
State of Florida
IN WITNESS WHEREOF, the Owner has caused these presents to be executed
the date and year first above written.
DATE ACQUISITION APPROVED BY BCC: 1 ] S ) a�
AS TO COUNTY:
DATED: 1 \a S I Aa
ATTEST: BOARD OF COUNTY COMMISSIONERS
CRYSTAL K. KINZEL, Clerk of the COLLIER COUNTY, FLORIDA
Circuit Court and Comptroller
61)j.AAA, O "
BY: ;� P
attest as ta` .�eputy Clerk WILLI '. L. MC IANIEL, JR., Chairman
signature onby,=
Approved as to form and legality:
Jenni TI.A. Belpedio,Assis nt County Attorney
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AS TO OWNER:
WITNESSES:
VANDERBILT NAPLES HOLDINGS, LLC,
Witness#1 (Signature) a Florida limited liability com any
� �g/
Witness#1 (Printed Name) BY. _ '/ /
/KEITH GELDER, Vice President
Witness#2(Si ture)
Witness#2(P inted Name)
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EXHIBIT A
THE EAST 75 FEET OF THE EAST 150 FEET OF TRACT 9, GOLDEN GATE
ESTATES, UNIT NO. 53, A SUBDIVISION ACCORDING TO THE PLAT
THEREOF RECORDED IN PLAT BOOK 7, PAGE 93, OF THE PUBLIC
RECORDS OF COLLIER COUNTY, FLORIDA. (1.14 ACRES)
TAX IDENTIFICATION NUMBER: 39490600007