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Backup Documents 09/13/2022 Item #11BORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP "fg## TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 1 18 THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines # 1 through #2 as appropriate for additional signatures, dates, and/or information needed. If the document is already complete with the exception of the Chairman's siPnature_ draw a line thrnnoh muting linee ill thrnnoh it),. � ro..lata tha h t l;� —A c .....,.a - U_ -_ __ Route to Addressees (List in routing order) Office Initials Date 1. County Attorney Office T County Attorney 411 1),2 2. BCC Office Board of County Commissioners y 3. Minutes and Records Clerk of Court's Office PRIMARY CONTACT INFORMATION' Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above. may need to contact staff for additional or missino infnrmatinn Name of Primary Staff Cindy M. Erb Phone Number 239-252-8917 Contact / Department Agenda Date Item was p� i 3 \ Z®Z Z Agenda Item Number i Approved b the BCC 1 Type of Document `1JA� �' �Q. Number of Original Attached r Documents Attached PO number or account Accou t: Fund Cost Center number if document is Object Code 649030, Project to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark "N/A" in the Not Applicable column, whichever is Yes N/A (Not appropriate. Initial A ficable 1. Does the document require the chairman's original signature? 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name; Agency; Address; Phone on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be signed by the Chairman, with the exception of most letters, must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike -through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the A P N/A document or the final negotiated contract date whichever is applicable. 6. "Sign here" tabs are placed on the appropriate pages indicating where the Chairman's signature and initials are required. 7. In most cases (some contracts are an exception), the original document and this, routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of our deadlines! 8. The document was approved by the BCC on e 0 , and all changes made during the meeting have been incorporated m the attached document. The County Attorne 's Office has reviewed the changes, if applicable. 9. Initials of attorney verifying that the attached document is the version approved by the BCC, all changes directed by the BCC have been made, and the document is ready for the R4J Chairman's signature. I I: Forms/ County Forms/ BCC Forms/ Original Documents Routing Slip WWS Original 9.03.04, Revised 1.26.05, Revised 2.24.05; Revised 11/30/12 Memorandum TO: Minutes & Records e'� FROM: Cindy Erb, Property Acquisition Specialist, Sr., Real Property Management DATE: September 13, 2022 RE: Conservation Collier — Section 33 Hussey/HHH Parcels This item was accepted by the BCC on September 13, 2022, Agenda Item 11 B. Please attest to Commissioner McDaniel's signature as Chairman on the Agreement for Sale and Purchase. Once attested, please forward a copy of the Agreement for Sale and Purchase, by email, for my files. Please contact me if you have any questions or comments at Extension 8917. Thank you! D Ann P. Jennejohn From: Ann P. Jennejohn Sent: Tuesday, September 20, 2022 2:10 PM To: erb-c Subject: Hussey Sale Agreement (Item #11 B 9-13-22 BCC Meeting) Attachments: Hussey Agreement for Sale & Purchase.pdf Hi Cindy, Please see attacked for your records. I'II be sending a lot of them right now. Thank you Ann Jennejohn OMR Senior Deputy Clerk It Clerk to the Value Adjustment Hoard Office: 239-252-8406 Fax: 239-252-8408 (if applicable) Ann.Jevtneiokn@CollierClerk.com Office of the Clerk of the Circuit Court & Comptroller of Collier County 3299 Tamiami Trail, Suite #401 Naples, FL 34112-5324 www.CollierCierk.com 1 CONSERVATION COLLIER Property Identification Nos. Section 33 Hussey/HHH - 36 parcels AGREEMENT FOR SALE AND PURCHASE THIS AGREEMENT is made and entered into by and between JOHN G. VEGA, AS TRUSTEE OF THE IRREVOCABLE TRUST FOR THE BENEFIT OF THE CHILDREN OF F. DESMOND HUSSEY, III, DATED JUNE 20, 2011; FRANCIS D. HUSSEY, JR., DECEASED, AND MARY PAT HUSSEY, HUSBAND AND WIFE; SEAN MEADE HUSSEY, TRUSTEE, AND HHH INVESTMENTS LIMITED PARTNERSHIP, a foreign limited partnership, whose address is 720 Goodlette Road North, Suite 202, Naples, FL 34102, (hereinafter collectively 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, Sellers is the owner of those certain parcels of real property, located in Collier County, State of Florida, and being more particularly described in Exhibit "A", (hereinafter referred to as "Property"), 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: 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 Two Million Seventy -Two Thousand and Five Hundred Dollars and 00/100 dollars ($2,072,500.00), (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 two hundred and forty C`� CONSERVATION COLLIER Property Identification Nos. Section 33 Hussey/HHH - 36 parcels (240) 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, 3299 Tamiami Trail East, Naples, Florida. The procedure to be followed by the parties in connection with the Closing shall be as follows: 3.011 Seller shall convey a marketable title free of any liens, encumbrances, exceptions, or qualifications. Marketable title shall be determined according to applicable title standards adopted by the Florida Bar and in accordance with law. At the Closing, the Seller shall cause to be delivered to the Purchaser the items specified herein and the following documents and instruments duly executed and acknowledged, in recordable form: 3.0111 Warranty Deed in favor of Purchaser conveying title to the Property, free and clear of all liens and encumbrances other than: (a) The lien for current taxes and assessments. (b) Such other easements, restrictions or conditions of record. (c) Oil, gas, mineral, and sulfur reservations of record not otherwise possessed by Seller. (d) Seller does not warrant legal access to the Property. 3.0112 Combined Purchaser -Seller closing statement. 3.0113 A "Gap," Tax Proration, Owner's and Non -Foreign Affidavit," as required by Section 1445 of the Internal Revenue Code and as required by the title insurance underwriter in order to insure the "gap" and issue the policy contemplated by the title insurance commitment. 3.0114 A W-9 Form, "Request for Taxpayer Identification and Certification" as required by the Internal Revenue Service. 3.012 At the Closing, the Purchaser, or its assignee, shall cause to be delivered to the Seller the following: 3.0121 A wire transfer in an amount equal to the Purchase Price, subject to adjustment for prorations as set forth herein and as stated on the closing statement. No funds shall be disbursed to Seller until the Title Company verifies that the stat of the title to the Property has not changed adversely since the date of the last endorsement to the commitment, referenced in Section 4.011 thereto, and the Title Company is irrevocably committed to pay the Purchase Price to Seller and to issue the Owner's title policy to Purchaser in accordance with the commitment immediately after the recording of the deed. G�� CONSERVATION COLLIER Property Identification Nos. Section 33 Hussey/HHH - 36 parcels 3.0122 Funds payable to the Seller representing the cash payment due at Closing in accordance with Article III hereof, shall be subject to adjustment for prorations as hereinafter set forth. 3.02 Each party shall be responsible for payment of its own attorney's fees. Seller, at its sole cost and expense, shall pay at Closing all documentary stamp taxes due relating to the recording of the Warranty Deed, in accordance with Chapter 201.01, Florida Statutes, and the cost of recording any instruments necessary to clear Seller's title to the Property. The cost of the Owner's Form B Title Policy, issued by John G. Vega, P.A. pursuant to the Commitment provided for in Section 4.011 below, shall be paid by Purchaser. The cost of the title commitment shall also be paid by Purchaser. 3.03 Purchaser shall pay for the cost of recording the Warranty Deed. Real Property taxes shall be prorated based on the current year's tax with due allowance made for maximum allowable discount, homestead and any other applicable exemptions and paid by Seller. If Closing occurs at a date which the current year's millage is not fixed, taxes will be prorated based upon such prior year's millage. IV. REQUIREMENTS AND CONDITIONS 4.01 Upon execution of this Agreement by both parties or at such other time as specified within this Article, Purchaser and/or Seller, as the case may be, shall perform the following within the times stated, which shall be conditions precedent to the Closing; 4.011 Within thirty (30) days after the date hereof, Seller shall deliver to Purchaser 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 3 CONSERVATION COLLIER Property Identification Nos. Section 33 Hussey/HHH - 36 parcels within the time period provided herein shall be deemed an election by Purchaser to accept the exceptions to title as shown in the title commitment. 4.013 Seller agrees to furnish any existing surveys of the Property in Seller's possession to Purchaser within 10 (ten) days of the effective date of this Agreement. Purchaser shall have the option, at its own expense, to obtain a current survey of the Property prepared by a surveyor licensed by the State of Florida. No adjustments to the Purchase Price shall be made based upon any change to the total acreage referenced in Exhibit "A," unless the difference in acreage revealed by survey exceeds 5% of the overall acreage. If the survey provided by Seller or obtained by Purchaser, as certified by a registered Florida surveyor, shows: (a) an encroachment onto the property; or (b) that an improvement located on the Property projects onto lands of others, or (c) lack of legal access to a public roadway, the Purchaser shall notify the Seller in writing of such encroachment, projection, or lack of legal access, and Seller shall have the option of curing said encroachment or projection, or obtaining legal access to the Property from a public roadway, within sixty (60) days of receipt of said written notice from Purchaser. Purchaser shall have ninety (90) days from the effective date of this Agreement to notify Seller of any such objections. Should Seller elect not to or be unable to remove the encroachment, projection, or provide legal access to the property within said sixty (60) day period, Purchaser, by providing written notice to Seller within seven (7) days after expiration of said sixty (60) day period, may accept the Property as it then is, waiving any objection to the encroachment, or projection, or lack of legal access, or Purchaser may terminate the Agreement. A failure by Purchaser to give such written notice of termination within the time period provided herein shall be deemed an election by Purchaser to accept the Property with the encroachment, or projection, or lack of legal access. V. INSPECTION PERIOD 5.01 Purchaser shall have one hundred and twenty (120) days from the date of this Agreement, ("Inspection Period"), to determine through appropriate investigation that: 1. Soil tests and engineering studies indicate that the Property can be developed without any abnormal demucking, soil stabilization or foundations. 2. There are no abnormal drainage or environmental requirements to the development of the Property. 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 4 G`z' CONSERVATION COLLIER Property Identification Nos. Section 33 Hussey/HHH - 36 parcels in writing of its specific objections as provided herein within the Inspection Period, it shall be deemed that the Purchaser is satisfied with the results of its investigations and the contingencies of this Article V shall be deemed waived. In the event Purchaser elects to terminate this Agreement because of the right of inspection, Purchaser shall deliver to Seller copies of all engineering reports and environmental and soil testing results commissioned by Purchaser with respect to the Property. 5.03 Purchaser and its agents, employees and servants shall, at their own risk and expense, have the right to go upon the Property for the purpose of surveying and conducting site analyses, soil borings and all other necessary investigation. Purchaser shall, in performing such tests, use due care, and shall identify 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 forty-eight (48) hours prior to said entry onto the Property and may have a representative attend, if desired. For the purposes hereof, notice shall be given by e-mail to William Rollins of LSI Companies at the following e-mail address: wrollins(DIsicompanies.com. VI. INSPECTION 6.01 Seller acknowledges that the Purchaser, or its authorized agents, shall have the right to inspect the Property at any time prior to the Closing, subject to the conditions set forth above in Section 5.03. VII. POSSESSION 7.01 Purchaser shall be entitled to full possession of the Property at Closing. Vill. 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 2021 taxes, and shall be paid by Seller. IX. REMOVAL OF SOLID WASTE 9.01 Prior to Closing, Seller shall remove or cause to be removed from the Property, at Seller's sole cost and expense, any and all personal property and/or solid waste, trash, rubbish or any other unsightly or offensive materials thereon, including, but not limited to, structures, any tanks and Hazardous Materials in tanks, barrels and equipment, pipelines, or other containers on the Property. X. EXISTING WATER WELLS 10.01 Seller, at its expense shall locate and place aboveground markers indicating the location of all septic tanks, cesspools and water wells located on the Property. 4or CONSERVATION COLLIER Property Identification Nos. Section 33 Hussey/HHH - 36 parcels XI. TERMINATION AND REMEDIES 11.01 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. 11.02 If the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated hereby or otherwise fails to perform any of the terms, covenants and conditions of this Agreement as required on the part of Purchaser to be performed, provided Seller is not in default, then as Seller's sole remedy, Seller shall have the right to terminate and cancel this Agreement by giving written notice thereof to Purchaser, whereupon one-half percent 1/2% of the purchase price shall be paid to Seller as liquidated damages which shall be Seller's sole and exclusive remedy, and neither party shall have any further liability or obligation to the other except as set forth in paragraph 12.01, (Real Estate Brokers), hereof. The parties acknowledge and agree that Seller's actual damages in the event of Purchaser's default are uncertain in amount and difficult to ascertain, and that said amount of liquidated damages was reasonably determined by mutual agreement between the parties, and said sum was not intended to be a penalty in nature. 11.03 The parties acknowledge that the remedies described herein and in the other provisions of this Agreement provide mutually satisfactory and sufficient remedies to each of the parties and take into account the peculiar risks and expenses of each of the parties. XII. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES 12.01 Seller and Purchaser represent and warrant the following: 12.011 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. 12.012 Seller has full right, power, and authority to own and operate the Property, and to execute, deliver, and perform its obligations under this Agreement and the instruments executed in connection herewith, and to consummate the transaction contemplated hereby. All necessary authorizations and approvals have been obtained authorizing Seller and Purchaser to execute and consummate the transaction contemplated hereby. At Closing, certified copies of such approvals shall be delivered to Purchaser and/or Seller, if necessary. {Q� CONSERVATION COLLIER Property Identification Nos. Section 33 Hussey/HHH - 36 parcels I 12.013 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. 12.014 To the best of Seller's knowledge, there are no 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. 12.015 To the best of Seller's knowledge, no party or person other than Purchaser has any right or option to acquire the Property or any portion thereof. 12.016 Until the date fixed for Closing, so long as this Agreement remains in force and effect, Seller shall not encumber or convey any portion of the Property or any rights therein, nor enter into any agreements granting any person or entity any rights with respect to the Property or any part thereof, without first obtaining the written consent of Purchaser to such conveyance, encumbrance, or agreement which consent may be withheld by Purchaser for any reason whatsoever. 12.017 To the best of Seller's knowledge, there are no incinerators, septic tanks or cesspools on the Property; all waste, if any, is discharged into a public sanitary sewer system; Seller has no knowledge that any pollutants are or have been discharged from the Property, directly or indirectly into any body of water. Seller has no knowledge the Property has not been used for the production, handling, storage, transportation, manufacture or disposal of hazardous or toxic substances or wastes, as such terms are defined in applicable laws and regulations, or any other activity that would have toxic results, and no such hazardous or toxic substances are currently used in connection with the operation of the Property, and there is no proceeding or inquiry by any authority with respect thereto. Seller has no knowledge that there is ground water contamination on the Property or potential of ground water contamination from neighboring properties. Seller has no knowledge of storage tanks for gasoline or any other substances are or were located on the Property at any time during or prior to Seller's ownership thereof. Seller represents none of the Property has been used as a sanitary landfill. 12.018 To the best of Seller's knowledge, neither the Property nor Seller's operations concerning the Property are in violation of any applicable Federal, State or local statute, law or regulation, or of any notice from any governmental body has been served upon Seller claiming any violation of any law, ordinance, code or regulation or requiring or calling attention to the need for any work, repairs, construction, alterations or installation on or in connection with the �7O CONSERVATION COLLIER Property Identification Nos. Section 33 Hussey/HHH - 36 parcels Property in order to comply with any laws, ordinances, codes or regulation with which Seller has not complied. 12.019 To the best of Seller's knowledge, there are no unrecorded restrictions, easements or rights of way (other than existing zoning regulations) that restrict or affect the use of the Property, and there are no maintenance, construction, advertising, management, leasing, employment, service or other contracts affecting the Property. 12.020 To the best of Seller's knowledge, there are no 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. 12.021 Seller acknowledges and agrees that Purchaser is entering into this Agreement based upon Seller's representations stated above and on the understanding that Seller will not cause the zoning or physical condition of the Property to change from its existing state on the effective date of this Agreement up to and including the Date of Closing. Therefore, Seller agrees not to enter into any contracts or agreements pertaining to or affecting the Property 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. 12.022 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. 12.023 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 G�' CONSERVATION COLLIER IR Property Identification Nos. Section 33 Hussey/HHH - 36 parcels 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. 12.024 Any loss and/or damage to the Property between the date of this Agreement and the date of Closing shall be Seller's sole risk and expense. XIII. NOTICES 13.01 Any notice, request, demand, instruction or other communication to be given to either party hereunder shall be in writing, sent by facsimile with automated confirmation of receipt, or by registered, or certified mail, return receipt requested, postage prepaid, addressed as follows: If to Purchaser: Summer Araque, Coordinator Conservation Collier Program Golden Gate Community Park 3300 Santa Barbara Blvd. Naples, Florida 34116 With a copy to: Cindy M. Erb, SR/WA, Senior Property Acquisition Specialist Collier County Real Property Management 3335 Tamiami Trail East, Suite 101 Naples, Florida 34112 Telephone number: 239-252-8917 Fax number: 239-252-8876 If to Seller: Mary Pat Hussey Sean Meade Hussey, Trustee HHH Investment Limited Partnership 1350 Spyglass Lane Naples, FL 34102 With a copy to: John G. Vega, P.A. 501 Goodlette Rd N., Unit D-306 Naples, FL 34102 Telephone number: 239-659-3251 Email: vegaoffice@gate.net and Randy Thibaut LSI Companies 6810 International Blvd Fort Myers, FL 33912 Telephone number: 239-489-4066 Email: rthibaut@lsicompanies.com CONSERVATION COLLIER Property Identification Nos. Section 33 Hussey/HHH - 36 parcels 13.02 The addressees and numbers for the purpose of this Article may be changed by either party by giving written notice of such change to the other party in the manner provided herein. For the purpose of changing such addresses or addressees only, unless and until such written notice is received, the last addressee and respective address stated herein shall be deemed to continue in effect for all purposes. XIV. REAL ESTATE BROKERS 14.01 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. XV. MISCELLANEOUS 15.01 This Agreement may be executed in any manner of counterparts which together shall constitute the agreement of the parties. 15.02 This Agreement and the terms and provisions hereof shall be effective as of the date this Agreement is executed by both parties and shall inure to the 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. 15.03 Any amendment to this Agreement shall not bind any of the parties hereof unless such amendment is in writing and executed and dated by Purchaser and Seller. Any amendment to this Agreement shall be binding upon Purchaser and Seller as soon as it has been executed by both parties. 15.04 Captions and section headings contained in this Agreement are for convenience and reference only; in no way do they define, describe, extend or limit the scope or intent of this Agreement or any provisions hereof. 15.05 All terms and words used in this Agreement, regardless of the number and gender in which used, shall be deemed to include any other gender or number as the context or the use thereof may require. 15.06 No waiver of any provision of this Agreement shall be effective unless it is in writing signed by the party against whom it is asserted, and any waiver of any provision of this Agreement shall be applicable only to the specific instance to which it is related and shall not be deemed to be a continuing or future waiver as to such provision or a waiver as to any other provision. CONSERVATION COLLIER Property Identification Nos. Section 33 Hussey/HHH - 36 parcels 15.07 If any date specified in this Agreement falls on a Saturday, Sunday or legal holiday, then the date to which such reference is made shall be extended to the next succeeding business day. 15.08 Seller is aware of and understands that the "offer" to purchase represented by this Agreement is subject to acceptance and approval by the Board of County Commissioners of Collier County, Florida. 15.09 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.) 15.10 To the extent that Seller possesses oil and mineral rights, all of Seller's surface and sub -surface oil and mineral rights are conveyed with the Property. 15.11 This Agreement is governed and construed in accordance with the laws of the State of Florida. XVI. ENTIRE AGREEMENT 16.01 This Agreement and the exhibits attached hereto contain the entire agreement between the parties, and no promise, representation, warranty or covenant not included in this Agreement or any such referenced agreements has been or is being relied upon by either party. No modification or amendment of this Agreement shall be of any force or effect unless made in writing and executed and dated by both Purchaser and Seller. Time is of the essence of this Agreement. IN WITNESS WHEREOF, the parties hereto have signed below. Dated Project/Acquisition Approved by BCC: Q, N % -2,0 2 2. AS TO PURCHASER: a1z" kct- ATTT; C`S AL K. KINZEL, Clerk of the I C ourt and Comptroller Clerk S,�S �:1;�3311't113 a d legality: 1 1 DKZkJ , Assistant County Attorney BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA ma L. MCDANIEL, JR., G4' CONSERVATION COLLIER Property identification Nos. Section 33 Hussey/HHH - 36 parcels AS TO SELLER: DATED: C 0 - \�A -�)Lb.-�-�` WITNESSES: (Signature) (Printed Name) ( fe) uj � ,, � �- v ( Print Name) (Signature) (Printed Name) c (S ) (Print Name) (Signature) N (Printed JOHN . VEGA, AS RUSTEE OF THE IRR OCABLE TRU T FOR THE BE FIT OF THE CHILDREN OF F. DESMOND HUSSEY, III, DATED JUNE 20, 2011 BY: MARY AT HUSSEY BY: SEAN ME4HY,/TRUSTEE 12 1 13 CONSERVATION COLLIER Property Identification Nos. Section 33 Hussey/HHH - 36 parcels WITNESSES: (Signature) HHH INVESTMENTS LIMITED PARTNERSHIP, a foreign limited partnership BY: HHH INVESTMENTS CORPORATION, a foreign profit corporation BY: MARY VAT HUSSEY, Preside 13 �r� EXHIBIT "A" LEGAL DESCRIPTION: 1 The North Half (N '/2) of the South Half (S '/2) of the Northeast Quarter (NE '/a) of the Northwest Quarter (NW'/4), less the East 35 feet thereof for road right-of-way purposes AND The South Half (S '/2) of the North Half (N '/2) of the South Half (S '/2) of the Northeast Quarter (NE %) of the Northwest Quarter (NW %), less the East 35 feet thereof for road right-of-way purposes, all lying and being In Section 33, Township 49 South, Range 27 East, Collier County, Florida. (3684/1749) Property Identification Number: 00342080005 2 The North Half (N '/2) of the North Half (N '/2) of the Northeast Quarter (NE %) of the Southwest Quarter (SW %), less the North and East 50 feet, lying and being in Section 33, Township 49 South, Range 27 East, Collier County, Florida. (3684/1759) Property Identification Number: 00342120004 3 The South Half (S '/2) of the South Half (S '/2) of the Southwest Quarter (SW %) of the Northwest Quarter (NW '/4), less the South and West 35 feet lying in Section 33, Township 49 South, Range 27 East, Collier County, Florida. (4203/2570) Property Identification Number: 00342200005 4 The West Half (W '/2) of the West Half (W '/z) of the North Half (N '/2) of the North Half (N '/2) of the North Half (N '/2) of the Southeast Quarter (SE '/4), less the North and West 35 feet, lying and being in Section 33, Township 49 South, Range 27 East, Collier County, Florida. (3684/1759) Property Identification Number: 00342520002 5 The West Half (W '/2) of the South Half (S '/2) of the North Half (N '/2) of the South Half (S '/2) of the North Half (N '/2) of the Southwest Quarter (SW '/4) less the West 35 feet lying in Section 33, Township 49 South, Range 27 East, Collier County, Florida. (4203/2570) Property Identification Number: 00342600003 6 The East Half (E '/2) of the South Half (S '/2) of the South Half (S '/2) of the South Half (S '/2) of the Northwest Quarter (NW '/4) less the East 35 feet thereof and the South 35 feet thereof dedicated for road purposes, lying and being in Section 33, Township 49 South, Range 27 East, Collier County, Florida. (4017/2636) Property Identification Number: 00342760008 7 The West Half (W %) of the South Half (S '/2) of the South Half (S '/2) of the South Half (S '/2) of the North Half (N '/2) of the Northwest Quarter (NW %), less the West 35 feet thereof dedicated for road purposes, lying and being in Section 33, Township 49 South, Range 27 East, Collier County, Florida. Property Identification Number: 00342840009 1 OF 5 ��Q 8 The West Half (W '/2) of the North Half (N 'h) of the North Half (N '/2) of the North Half (N '/2) of the Northwest Quarter (NW %) of Section 33, Township 49 South, Range 27 East, Collier County, Florida. Property Identification Number: 00342880001 9 The South Half (S '/2) of the North Half (N '/2) of the Northwest Quarter (NW %) of the Southwest Quarter (S %), less the West 35 feet thereof dedicated for road purposes, lying and being in Section 33, Township 49 South, Range 27 East, Collier County, Florida. Property Identification Number: 00342920000 10 The West Half (W '/2) of the North Half (N '/2) of the South Half (S '/z) of the South Half (S '/2) of the North Half (N '/2) of the Northwest Quarter (NW %), less the West 35 feet thereof dedicated for road purposes, lying and being in Section 33, Township 49 South, Range 27 East, Collier County, Florida. Property Identification Number: 00343080004 11 The West Half (W'/2) of the South Half (S '/2) of the South Half (S '/2) of the South Half (S '/2) of the North Half (N '/2) of the Southwest Quarter (SW %) less the West 35 feet lying in Section 33, Township 49 South, Range 27 East, Collier County, Florida. (4203/2570) Property Identification Number: 00343200004 12 The South Half (S '/2) of the North Half (N '/2) of the North Half (N '/2) of the Southwest Quarter (SW %) of the Northwest (NW '/z), less the West 35 feet, being in Section 33, Township 49 South, Range 27 East, Collier County, Florida. Property Identification Number: 00343480002 13 The South Half (S '/2) of the South Half (S %) of the South Half (S '/2) of the North Half (N '/2) of the Northeast Quarter (NE %) of Section 33, Township 49 South, Range 27 East, Collier County, Florida, less West and East 35 feet for right-of-way. Property Identification Number: 00343560003 14 The West Half (W '/2) of the North Half (N '/2) of the North Half (N '/2) of the South Half (S '/2) of the North Half (N '/2) of the Northeast Quarter (NE %), less the West 35 feet dedicated for road purposes, all lying and being in Section 33, Township 49 South, Range 27 East, Collier County, Florida. Property Identification Number: 00343640004 15 The West Half (W '/2) of the North Half (N '/2) of the North Half (N '/2) of the South Half (S '/2) of the North Half (N '/2) of the Northwest Quarter (NW %) less the West 35 feet dedicated for road purposes, lying in Section 33, Township 49 South, Range 27 East, Collier County, Florida. (4203/2570) Property Identification Number: 00343760007 16 The West Half (W '/z) of the West Half (W 'h) of the Southwest Quarter (SW %) of the Southwest Quarter (SW'/4), less the West 50 feet and the South 50 feet thereof dedicated for road purposes, lying and being In Section 33, Township 49 South, Range 27 East, Collier County, Florida. Property Identification Number: 00343840008 20F5 GAO 17 The West Half (W '/2) of the North Half (N '/2) of the North Half (N '/2) of the North Half (N '/2) of the South Half (S '/2) of the Northwest Quarter (NW %) less the West 35 feet lying in Section 33, Township 49 South, Range 27 East, Collier County, Florida. (4203/2570) Property Identification Number: 00344040001 18 The West Half (W '/2) of the South Half (S '/2) of the South Half (S '/2) of the South Half (S '/2) of the Northeast Quarter (NE '/4), less the South 35 feet and the West 35 feet thereof, dedicated for road purposes, lying and being in Section 33, Township 49 South, Range 27 East, Collier County, Florida. Property Identification Number: 00344160004 19 The West Half (W '/2) of the South Half (S '/2) of the South Half (S '/2) of the North Half (N '/2) of the North Half (N '/2) of the Northwest Quarter (NW %), less the West 35 feet dedicated for road purposes, lying in Section 33, Township 49 South, Range 27 East, Collier County, Florida. Property Identification Number: 00344240005 20 The East Half (E '/2) of the South Half (S '/2) of the North Half (N '/2) of the South Half (S '/2) of the North Half (N '/2) of the Southwest Quarter (SW %) less the East 35 feet thereof dedicated for road purposes, lying and being in Section 33, Township 49 South, Range 27 East, Collier County, Florida. (3684/1754) Property Identification Number: 00344360008 21 The West Half (W '/2) of the South Half (S 'h) of the North Half (N '/2) of the South Half (S '/2) of the South Half (S1/2) of the Northwest Quarter (NW %), less the West 35 Feet for road purposes, lying in Section 33, Township 49 South, Range 27 East, Collier County, Florida. Property Identification Number: 00344480001 22 The West Half (W '/2) of the North Half (N '/2) of the North Half (N '/2) of the South Half (S '/2) of the North Half (N '/2) of the Southwest Quarter (SW %) less the East 35 feet thereof dedicated for road purposes, lying and being in Section 33, Township 49 South, Range 27 East, Collier County, Florida. (4017/2636) Property Identification Number: 00344520000 23 The East Half (E '/2) of the South Half (S '/2) of the South Half (S '/z) of the North Half (N '/2) of the South Half (S '/2) of the Northwest Quarter (NW '/4) less the East 35 feet, lying and being in Section 33, Township 49 South, Range 27 East, Collier County, Florida. (4101/3049) Property Identification Number: 00344560002 24 The West Half (W '/2) of the North Half (N '/2) of the North Half (N '/2) of the North Half (N '/2) of the Northeast Quarter (NE %) less the West 35 feet and North 35 feet, lying and being in Section 33, Township 49 South, Range 27 East, Collier County, Florida. (3684/1746) Property Identification Number: 00344600001 3OF5 0 CV 25 The East Half (E '/2) of the North Half (N '/z) of the North Half (N '/2) of the South Half (S '/2) of the North Half (N '/2) of the Southwest Quarter (SW %) lying in Section 33, Township 49 South, Range 27 East, Collier County, Florida. (4203/2570) Property Identification Number: 00344640003 26 The East Half (E '/2) of the North Half (N '/2) of the South Half (S '/2) of the North Half ' (N %) of the South Half (S /z) of the Northwest Quarter (NW /a), less the East 35 feet dedicated for road purposes, and the East Half (E'/2) of the South Half (S'h) of the North Half (N '/2) of the North Half (N '/2) of the South Half (S '/2) of the Northwest Quarter (NW %), less the East 35 feet dedicated for road purposes, all being and lying in Section 33, Township 49 South, Range 27 East, Collier County, Florida. And The East Half (E '/2) of the North Half (N Y2) of the North Half (N %) of the North Half (N ' '/2) of the South Half (S h) of the Northwest Quarter (Nw /4), less the East 35 feet dedicated for road purposes, and the East Half (E'/2) of the South Half (S'h) of the South Half (S '/2) of the South Half (S '/2) of the North Half (N '/2) of the Northwest Quarter (NW %), less the East 35 feet dedicated for road purposes, all being and lying in Section 33, Township 49 South, Range 27 East, Collier County, Florida. Property Identification Number: 00344760006 27 The East Half (E '/2) of the North Half (N %) of the North Half (N '/2) of the South Half (S '/2) of the North Half (N 'h) of the Northwest Quarter (NW %) less the East 35 feet thereof dedicated for road purposes, and the East Half (E '/2) of the South Half (S '/2) of the South Half (S '/2) of the North Half (N '/2) of the North Half (N '/2) of the North west Quarter (NW %), less the East 35 feet thereof dedicated for road purposes, lying and being in Section 33, Township 49 South, Range 27 East, Collier County, Florida. (4017/2636) Property Identification Number: 00344960000 28 The South Half (S'/2) of the North Half (N '/2) of the Northwest Quarteses, allr (NW %) ing and of e Northeast (NE'/2), less the West 49 South, Range 27 East5 feet , Collier Countyfor road , Florida. in Section 33, Township Property Identification Number: 00345000008 29 The South Half (S '/2) of the North Half (N '/2) of the NortheastQuarter (of the North Northeast Quarter (NE %), less the East 35 feet, and the No Ha(rt) Half (N '/2) of the South Half (S 'h) of lying n 3ortheast Q3uarter (NE %) of the Northeast Township 49 South, Range 27 Quarter (NE %), less the East 35 feet, ly g iSection East, Collier County, Florida. (3684/1747) Property Identification Number: 00345040000 30 The East Half (E '/2) of the North Half (N '/2) of the South Half (S '/z) of the North Half (N '/2) of the North Half (N '/2) of the Northwest Quarter (NW '/4), less the West 35 feet dedicated for road purposes, all lying and being in Section 33, Township 49 South, Range 27 East, Collier County, Florida. Property Identification Number: 00345120001 40F5 O V 31 The West Half (W '/2) of the North Half (N '/2) of the South Half (S '/2) of the North Half (N '/2) of the North Half (N '/2) of the Northwest Quarter (NW %), less the West 35 feet dedicated for road purposes, all lying and being in Section 33, Township 49 South, Range 27 East, Collier County, Florida. Property Identification Number: 00345160003 32 The North Half (N '/2) of the North Half Sfeet and the East 35 N1/2) of the Northeast (feet thereof dedicated Northeast Quarter (Ne %), less the North 3 for road purposes, lying and being in Section 33, Township 49 South, Range 27 East, Collier County, Florida. Property Identification Number: 00345200002 33 The East Half (E '/2) of the North Half (N 1/Quarterthe North NW %Half ) of Section 33, he Township (S 'outh Half /2) of the South Half (S1 /2) of the Northwest 49 South, Range 27 East, Collier County, Florida. Property Identification Number: 00345240004 34 The West Half (W'h) of the South Half (S Quarte�(NWrth alf /4)( ess)the West 35 feeof the South lt (S '/2) of the North Half (N '/2) of the Northwest dedicated for road purposes, lying in Section 33, Township 49 South, Range 27 East, Collier County, Florida. (4203/2570) Property Identification Number: 00345280006 35 The West Half (W'/2) of the West Half (W'/2) °f theNNE'/4) of the2Northwes Quarter ) of the North Half (N '/2) of the North Half (N /2) of the Northeast Quarter (NW %), lying in Section 33, Township 49 South, Range 27 East, Collier County, Florida. (4203/2570) Property Identification Number: 00345360007 36 The North 50 feet of the Northeast Quarter (Nthe4North Half (N %2)tof theeNortheast plus the East 50 feet of the South 280 feet o 9 and being in Section 33, Quarter (NE %) of the Southwest Quarter (SW '/4), lying Township 49 South, Range 27 East, Collier County, Florida. (4203/2592) Property Identification Number: 00345400006 5OF5 ('