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Agenda 04/25/2023 Item #16C 7 (To purchase a 0.39 acre parcel from WISC Investment Company LLC)04/25/2023 EXECUTIVE SUMMARY Recommendation to approve an Agreement for Sale and Purchase with WISC Investment Company, LLC, for 0.39 acres under the Conservation Collier Land Acquisition Program, at a cost not to exceed $432,600. OBJECTIVE: To purchase a 0.39-acre parcel from WISC Investment Company, LLC (Seller). CONSIDERATIONS: On January 25, 2022, Agenda Item #11A, the Board of County Commissioners (Board) approved a Conservation Collier Land Acquisition Advisory Committee (CCLAAC) recommended Cycle 10 Active Acquisition List (AAL), with changes, and directed staff to actively pursue the acquisition of the properties under the Conservation Collier Program. The Sellers’ property contains 0.39 acres and is located within Marco Beach, Unit 9. The parcel is locat ed off Inlet Drive on Marco Island. This property has a significant amount of active gopher tortoise burrows. The majority of the site consists of a habitat suitable for gopher tortoises. The property has approximately fifty -six (56) potentially occupied borrows, thirteen (13) abandoned burrows, and a total of twenty-eight (28) estimated tortoises on site. An Agreement for Sale and Purchase was signed by the property owner prior to the Board’s adoption of an updated Conservation Collier Purchasing Policy and originally scheduled for consideration in December 2022 with a purchase price of $419,000. As background, consistent with the Conservation Collier Purchasing Policy one appraisal was prepared in July 2022 by an independent, state-certified, general real estate appraiser. In February 2023, the appraisal was updated to clarify environmental features. Mitigation for gopher tortoises in the amount of $196,000 was deducted from both appraisals (28 gopher tortoises x $7000). The first appraised value is $419,000. The second appraised value is $429,000. The combined cost to obtain the appraisals was $1800. There is an adjacent property that may benefit from this acquisition that is located at 1734 Dogwood Drive and owned by a relative of the seller. In light of this information, staff offered $419,000, the lower of the two (2) values. However, Seller would not accept an offer of less than $429,000 and a contract was prepared to present this property to the Board for consideration. This latter offer is consistent with the new Conservation Collier Purchasing Policy, Resolution No. 2023-10, which states that the offer will be up to the appraised value. Prior to acquiring land located within a Municipality's boundaries, approval must first be obtained from the governing body of that Municipality. On December 5, 2022, the Marco Island City Council unanimously approved the County's acquisition of a 0.39-acre parcel located at 507 Inlet Drive, Marco Island, under the Conservation Collier Land Acquisition Program (Consent Agenda Item #8A). The CCLAAC approved this transaction on November 2, 2022, and voted to recommend Board approval. Pursuant to Ordinance 2007-65, Section 13(8), a Project Design Report for the property is provided herewith. FISCAL IMPACT: The total cost of acquisition will not exceed $432,600 ($429,000 for the property, $900 for the appraisal, and approximately $2,700 for the title commitment, title policy, and recording of documents). The funds will be withdrawn from the Conservation Collier Trust Fund (172). As of April 25, 2023 property costs for Conservation Collier properties, including this property and those under contract, total $112,995,552. Estimated costs of maintenance in perpetuity for this and all Cycle 10 A-list properties have been considered by the CCLAAC and have been incorporated into the Conservation Collier Long Term Financial Management Plan that will ensure management of all Conservation Collier Preserves in perpetuity. The Initial costs of maintenance have been provided in the Project Design Report (PDR) attached. The average annual per acre maintenance cost for the first five (5) years (initial maintenance costs) is $821/acre including exotic vegetation removal. The FY23 maintenance costs for the subject property are estimated at $900 and include exotic vegetation removal, signage, and trail post and rope. After initial restoration, the average maintenance costs by Conservation Collier are approximately $150 16.C.7 Packet Pg. 1633 04/25/2023 per acre. GROWTH MANAGEMENT IMPACT: Fee simple acquisition of conservation lands is consistent with and supports Policy 1.3.1(e) in the Conservation and Coastal Management Element of the Collier County Growth Management Plan. LEGAL CONSIDERATIONS: This item has been reviewed and approved by the County Attorney's Office and is legally sufficient. -RTT RECOMMENDATION: That the Board of County Commissioners: 1) Approves the attached Agreement and accepts the Warranty Deed once it has been received and approved by the County Attorney’s Office; 2) Authorizes the Chairman to execute the Agreement and any and all other County Attorney’s Office approved documents related to this transaction; 3) Authorizes the County Manager or her designee to prepare related vouchers and Warrants for payment; and 4) Directs the County Manager or her designee to proceed to acquire this parcel, to follow all appropriate closing procedures, to record the deed and any and all necessary documents to obtain clear title to this parcel, and to take all reasonable steps necessary to ensure performance under the Agreement. Prepared By: Jennifer A. Belpedio, Real Property Manager ATTACHMENT(S) 1. Agreement for Sale and Purchase WISC CAO Initialed (PDF) 2. Project Design Report - WISC Investment (PDF) 3. [Linked] Appraisal WISC Inlet-revised (PDF) 4. [linked] WISC UPDATED APPRAISAL (PDF) 16.C.7 Packet Pg. 1634 04/25/2023 COLLIER COUNTY Board of County Commissioners Item Number: 16.C.7 Doc ID: 24113 Item Summary: *** This Item continued from the December 10, 2022 BCC Meeting. *** Recommendation to approve an Agreement for Sale and Purchase with WISC Investment Company, LLC, for 0.39 acres under the Conservation Collier Land Acquisition Program, at a cost not to exceed $432,600. Meeting Date: 04/25/2023 Prepared by: Title: Property Acquisition Specialist, Senior – Facilities Management Name: Cindy Erb 04/17/2023 10:50 AM Submitted by: Title: – Facilities Management Name: John McCormick 04/17/2023 10:50 AM Approved By: Review: Public Utilities Department Cindy Erb Level 1 Division Reviewer Skipped 12/30/2022 10:16 AM Facilities Management John McCormick Director - Facilities Completed 04/17/2023 10:54 AM Parks & Recreation Olema Edwards Additional Reviewer Completed 04/17/2023 12:15 PM Parks & Recreation Summer BrownAraque Additional Reviewer Completed 04/17/2023 4:46 PM Public Services Department Melissa Hennig Additional Reviewer Completed 04/18/2023 8:44 AM Public Services Department Todd Henry Additional Reviewer Completed 04/18/2023 9:34 AM Facilities Management Jennifer Belpedio Manager - Real Property Completed 04/18/2023 5:04 PM Public Utilities Department Drew Cody Level 2 Division Administrator Review Skipped 12/13/2022 9:11 AM Public Services Department Tanya Williams Additional Reviewer Completed 04/18/2023 5:13 PM County Attorney's Office Ronald Tomasko Level 2 Attorney of Record Review Completed 04/18/2023 5:19 PM Office of Management and Budget Debra Windsor Level 3 OMB Gatekeeper Review Completed 04/19/2023 8:42 AM County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 04/19/2023 9:25 AM Office of Management and Budget Blanca Aquino Luque Additional Reviewer Completed 04/19/2023 11:38 AM Corporate Compliance and Continuous Improvement Megan Gaillard Additional Reviewer Completed 04/19/2023 1:39 PM County Manager's Office Ed Finn Level 4 County Manager Review Completed 04/19/2023 5:48 PM Board of County Commissioners Geoffrey Willig Meeting Pending 04/25/2023 9:00 AM 16.C.7 Packet Pg. 1635 CONSERVAIION COLLIER PROPERry IDENTIFICATION NUMBER 57800280002 AGREEMENT FOR SALE AND PURCHASE THIS AGREEMENT is made and entered into by and between WISC INVESTMENT COMPANY, LLC, a Wisconsin Limited Liability Company, whose address is c/o Cathe Read, 775 Glade Road, Loveland, CO 80538-9'178 (hereinafter referred to as "Seller"), and COLLIER COUNTY, a political subdivision of the State of Florida, its successors and assigns, whose address is 3335 Tamiami Trail East, Suite 101 , Naples, FL 34112 (hereinafter referred to as "Purchaser"). WHEREAS, Seller is the owner of that certain parcel of real property (hereinafter referred to as "Property"), located in Collier County, State of Florida, and being more particularly described in Exhibit "A", attached hereto and made a part hereof by reference. WHEREAS, Purchaser is desirous of purchasing the Property, subject to the conditions and other agreements hereinafter set forth, and Seller is agreeable to such sale and to such conditions and agreements. NOW, THEREFORE, and for and in consideration of the premises and the respective undertakings of the parties hereinafter set forth and the sum of Ten Dollars ($10.00), the receipt and sufficiency of which is hereby acknowledged, it is agreed as follows: I. AGREEMENT 1.01 ln consideration of the purchase price and upon the terms and conditions hereinafter set forth, Seller shall sell to Purchaser and Purchaser shall purchase from Seller the Property, described in Exhibit "A". II. PAYMENT OF PURCHASE PRICE 2.01 The purchase price (the "Purchase Price'') for the Property shall be Four Hundred Twenty-Nine Thousand Dollars and 00/100 dollars ($429,000), (U.S Currency) payable at time of closing. III. CLOSING 3.01 The Closing (THE "CLOSING DATE", "DATE OF CLOSING", OR ,,cLoslNG,,) of the transaction shall be held on or before one hundred and eighty (180) days iollowing execution of this Agreement by the Purchaser, or within thirty iSO) OrVi of purchiser's receipt of all closing documents, whichever is later. The btosing'shall be held at the Collier County Attorney's office, Administration 1 WITNESSETH sp 16.C.7.a Packet Pg. 1636 Attachment: Agreement for Sale and Purchase WISC CAO Initialed (24113 : Conservation Collier - WISC Investment Company LLC) CONSERVATION COLLIER PROPERTY IDENTIFICATION NUMBER 57800280002 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 3.0114 A W-9 Form, "Request for Taxpayer ldentification and Certification" as required by the lnternal Revenue Service. 3.012 At the Closing, the Purchaser, or its assignee, shall cause to be delivered to the Seller the following: 3.0121 A negotiable instrument (County Wanant) in an amount equal to the Purchase Price. No funds shall be disbursed to Seller until the Title Company verifies that the state of the title to the Property has not changed adversely since the date of the last endorsement to the commitment, referenced in Section 4.01 1 thereto, and the Title Company is irrevocably committed to pay the Purchase Price to Seller and to issue the Owner's title policy to Purchaser in accordance with the commitment immediately after the recording of the deed. 3.0122 Funds payable to the Seller representing the cash payment due at Closing in accordance with Article lll hereof, shall be subject to adjustment for prorations as hereinafter set forth. op 3.0'1 12 Combined Purchaser-Seller closing statement. 3.0113 A "Gap Tax Proration, Owner's Non-Foreign Affidavit", as required by Section 1445 of the lnternal Revenue Code and as required by the title insurance underwriter to insure the "gap" and issue the policy contemplated by the title insurance commitment. 2 16.C.7.a Packet Pg. 1637 Attachment: Agreement for Sale and Purchase WISC CAO Initialed (24113 : Conservation Collier - WISC Investment Company LLC) CONSERVATION COLLIER PROPERTY IDENTIFICATION NUMBER 57800280002 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 2O1.O1 , Florida Statutes, and the cost of recording any instruments necessary to clear Selleis title to the Property. The cost of the Owner's Form B Title Policy, issued pursuant to the Commitment provided for in Section 4.011 below, shall be paid by Purchaser. The cost of the title commitment shall also be paid by Purchaser. 3.03 Purchaser shall pay for the cost of recording the Warranty Deed. Real Property taxes shall be prorated based on the current year's tax with due allowance made for maximum allowable discount, homestead and any other applicable exemptions and paid by Seller. lf Closing occurs at a date which the current year's millage is not fixed, taxes will be prorated based upon such prior year's millage. 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 fifteen (15) days after the date hereof, Purchaser shall obtain as evidence of title an ALTA Commitment for an Owner's Title lnsurance Policy (ALTA Form B-1970) covering the Property, together with hard copies of all exceptions shown thereon. Purchaser shall have thirty (30) days, followlng receipt of the title insurance commitment, to notify Seller in writing of any objection to title other than liens evidencing monetary obligations, if any, which obligations shall be paid at closing. lf the title commitment contains exceptions that make the title unmarketable, Purchaser shall deliver to the Seller written notice of its intention to waive the applicable contingencies or to terminate this Agreement. 4.012 lf Purchaser shall fail to advise the Seller in writing of any such objections in Seller's title in the manner herein required by this Agreement, the title shall be deemed acceptable. Upon notification of Purchaser's objection to title, Seller shall have thirty (30) days to remedy any defects to convey good and marketable title, except for liens or monetary obligations which will be satisfied at closing. seller, at its sole expense, shall use its best efforts to make such title good and marketable. ln the event seller is unable to cure said objections within said time period, Purchaser, by providing written notice to Seller within seven (7) days after expiration of said thirty (30) day period, may accept title as it then is, waiving any objection; or Purchaser may terminate the Agreement. A failure by Purchaser to give such written notice of termination 3 oig IV. REQUIREMENTS AND CONDITIONS 16.C.7.a Packet Pg. 1638 Attachment: Agreement for Sale and Purchase WISC CAO Initialed (24113 : Conservation Collier - WISC Investment Company LLC) CONSERVATION COLLIER PROPERTY IDENTIFICATION NUMEER 57800280002 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 ten (10) 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. lf 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. 5.0'l Purchaser shall have one hundred twenty (120) days from the date of this Agreement, ("lnspection Period"), to determine through appropriate investigation that: 1. Soil tests and engineering studies indicate that the Property can be developed without any abnormal demucking, soil stabilization or foundations. 2. 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 environ- mental 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. L op V, INSPECTION PERIOD 16.C.7.a Packet Pg. 1639 Attachment: Agreement for Sale and Purchase WISC CAO Initialed (24113 : Conservation Collier - WISC Investment Company LLC) CONSERVATION COLLIER PROPERTY IDENTIFICATION NUMBER:57800280002 5.02 lf Purchaser is not satisfied, for any reason whatsoever, with the results of any investigation, Purchaser shall deliver to Seller prior to the expiration of the lnspection Period, written notice of its intention to waive the applicable contingencies or to terminate this Agreement. lf Purchaser fails to notify the Seller in writlng of its specific objections as provided herein within the lnspection Period, it shall be deemed that the Purchaser is satisfied with the results of its investigations and the contingencies of this Article V shall be deemed waived. ln the event Purchaser elects to terminate this Agreement because of the right of inspection, Purchaser shall deliver to Seller copies of all engineering reports and environmental and soil testing results commissioned by Purchaser with respect to the Property. 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. 7.0'1 Purchaser shall be entitled to full possession of the Property at Closing. 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 current year taxes' and shall be paid by Seller. tx TERMINATION AND REMEDIES g.01 lf 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 th"e right to see[ and enforce all rights and remedies available at law or in equity to a co"ntract vendee, including the right to seek specific performance of this Ag reement. 5 o 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. VI. INSPECTION VII. POSSESSION VIII, PRORATIONS 16.C.7.a Packet Pg. 1640 Attachment: Agreement for Sale and Purchase WISC CAO Initialed (24113 : Conservation Collier - WISC Investment Company LLC) CONSERVATION COLLIER PROPERTY IDENTIFICATION NUMBER 57800280002 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. 10.013 The warranties set forth in this paragraph shall be true on the date of this Agreement and as of the date of Closing. Purchaser's acceptance of a deed to the said Property shall not be deemed to be full performance and discharge of every agreement and obligation on the part of the Seller to be performed pursuant to the provisions of this Agreement. 10.014 Seller represents that it has no knowledge of any actions, suits, claims, proceedings, litigation or investigations pending or threatened against Seller, at law, equity or in arbitration before or by any federal, state, municipal or other governmental instrumentality that relate to this agreement or any other property that could, if continued, adversely affect Seller's ability to sell the Property to Purchaser according to the terms of this Agreement. 1 0.015 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, 6 oFo 9.02 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 1 0.012 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. 16.C.7.a Packet Pg. 1641 Attachment: Agreement for Sale and Purchase WISC CAO Initialed (24113 : Conservation Collier - WISC Investment Company LLC) CONSERVATION COLLIER PROPERTY IDENIIFICATION NUMBER 57800280002 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. 1 0.017 Seller represents that there are no incinerators, septic tanks or cesspools on the Property; all waste, if any, is discharged into a public sanitary sewer system; Seller represents that they have (it has) no knowledge that any pollutants are or have been discharged from the Property, directly or indirectly into any body of water. Seller represents the Property has not been used for the production, handling, storage, transportation, manufacture or disposal of hazardous or toxic substances or wastes, as such terms are defined in applicable laws and regulations, or any other activity that would have toxic results, and no such hazardous or toxic substances are currently used in connection with the operation of the Property, and there is no proceeding or inquiry by any authority with respect thereto. Seller represents that they have (it has) no knowledge that there is ground water contamination on the Property or potential of ground water contamination from neighboring properties. Seller represents no storage tanks for gasoline or any other substances are or were located on the Property at any time during or prior to Seller's ownership thereof. Seller represents none of the Property has been used as a sanitary landfill. 10.018 Seller has no knowledge that the Property and Seller's operations concerning the Property are in violation of any applicable Federal, State or local statute, law or regulation, or of any notice from any governmental body has been served upon Seller claiming any violation of any law, ordinance, code or regulation or requiring or calling attention to the need for any work, repairs, construction, alterations or installation on or in connection with the Property in order to comply with any laws, ordinances, codes or regulation with which Seller has not complied. 10.019 There are no unrecorded restrictions, easements or rights of way (other than existing zoning regulations) that restrict or affect the use of the Property, and there are no maintenance, construction, advertising, management, leasing, employment, service or other contracts affecting the Property. 10.020 Seller has no knowledge that there are any suits' actions or arbitration, bond issuances or proposals therefor, proposals for public improvement assessments, pay-back agreements, paving agreements' road expansion or improvement agreements, utility moratoriums, use moratoriums, improvement moratoriums, administrative or other proceedings or governmental investigations or requirements, formal or informal, existing or pending or threate-ned which affects the Property or which adversely affects seller's ability ^b'o 16.C.7.a Packet Pg. 1642 Attachment: Agreement for Sale and Purchase WISC CAO Initialed (24113 : Conservation Collier - WISC Investment Company LLC) CONSERVATION COLLIER PROPERTY IDENIIFICATION NUMBER 57800280002 to perform hereunder; nor is there any other charge or expense upon or related to the Property which has not been disclosed to Purchaser in writing prior to the effective date of this Agreement. 10.021 Seller acknowledges and agrees that Purchaser is entering into this Agreement based upon Seller's representations stated above and on the understanding that Seller will not cause the zoning or physical condition of the Property to change from its existing state on the effective date of this Agreement up to and including the Date of Closing. Therefore, Seller agrees not to enter into any contracts or agreements pertaining to or affecting the Property and not to do any act or omit to perform any act which would change the zoning or physical condition of the Property or the governmental ordinances or laws governing same. Seller also agrees to notify Purchaser promptly of any change in the facts contained in the foregoing representations and of any notice or proposed change in the zoning, or any other action or notice, that may be proposed or promulgated by any third parties or any governmental authorities having jurisdiction of the development of the property which may restrict or change any other condition of the Property. 10.022 At the Closing, Seller shall deliver to Purchaser a statement (hereinafter called the "Closing Representative Statement") reasserting the foregoing representations as of the Date of Closing, which provisions shall survive the Closing. 10.023 Seller represents, warrants and agrees to indemnify, reimburse, defend and hold Purchaser harmless from any and all costs (including attorney's fees) asserted against, imposed on or incurred by Purchaser, directly or indirectly, pursuant to or in connection with the application of any federal, state, local or common law relatlng to pollution or protection of the environment which shall be in accordance with, but not limited to, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980,42 U.S.C. Section 9601, et seq., ('CERCLA" or "Superfund"), which was amended and upgraded by the Superfund Amendment and Reauthorization Act of 1986 ('SARA"), including any amendments or successor in function to these acts. This provision and the rights of Purchaser, hereunder, shall survive Closing and are not deemed satisfied by conveyance of title. 10.024 Any loss and/or damage to the Property between the date of this Agreement and the date of Closing shall be Seller's sole risk and expense 8 o (r' 16.C.7.a Packet Pg. 1643 Attachment: Agreement for Sale and Purchase WISC CAO Initialed (24113 : Conservation Collier - WISC Investment Company LLC) CONSERVATION COLLIER PROPERTY IDENIIFICATION NUMBER 57800280002 11.01 Any notice, request, demand, instruction, or other communication to be given to either pa rty 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: With a copy to Attn: Sonja Stephenson, Property Acquisition Specialist ll Collier County Real Property Management 3335 Tamiami Trail East, Suite 102 Naples, Florida 34112 Telephone number: 239-252-807 3 Fax number: 239-252-8876 WISC lnvestment Company, LLC c/o Cathe Read 7750 Glade Road Loveland, CO 8053 r" 8-9178Ito -7D Cc,\\ taxnumber: Telephone n um 3 b With a copy to: 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. 'l XI. NOTICES lf to Purchaser:Summer Araque, Coordinator Conservation Collier Program Collier County Parks and Recreation Division Public Services Department Golden Gate Community Park 3300 Santa Barbara Blvd. Naples, Florida 34116 lf to Seller: oFo 16.C.7.a Packet Pg. 1644 Attachment: Agreement for Sale and Purchase WISC CAO Initialed (24113 : Conservation Collier - WISC Investment Company LLC) CONSERVATION COLLIER PROPERTYIOENTIFICATIONNUMBER: 57800280002 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. '13.01 This Agreement may be executed in any manner of counterparts which together shall constitute the agreement of the parties. 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 lf 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. 10 XIII. MISCELLANEOUS 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. ."" 16.C.7.a Packet Pg. 1645 Attachment: Agreement for Sale and Purchase WISC CAO Initialed (24113 : Conservation Collier - WISC Investment Company LLC) CONSERVATION COLLIER PROPERTY IDENTIFICATION NUMBERI 57400280002 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 lf the Seller holds the Property in the form of a partnership, limited partnership, corporation, trust, or any form of representative capacity whatsoever for others, Seller shall make a written public disclosure, according to Chapter 286, Florida Statutes, under oath, of the name and address of every person having a beneficiat interest in the Property before Property held in such capacity is conveyed to Collier County. (lf the corporation is registered with the Federal Securities Exchange Commission or registered pursuant to Chapter 517, Florida Statutes, whose stock is for sale to the general public, it is hereby exempt from the provisions of Chapter 286, Florida Statutes.) 13.10 This Agreement is governed and construed in accordance with the laws of the State of Florida. '14.01 This Agreement and the exhibits attached hereto contain the entire agreement between the parties, and no promise, representation, warranty or covenant not included in this Agreement or any such referenced agreements has been or is being relied upon by either party. No modification or amendment of this Agreement shall be of any force or effect unless made in writing and executed and dated by both Purchaser and Seller. Time is of the essence of this Agreement. lN WITNESS WHEREOF, the parties hereto have signed below Dated ProjecVAcquisition Approved by BCC AS TO PURCHASER ATTEST CRYSTAL K. KINZEL, Clerk of the Circuit Court and Comptroller BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: , Deputy Clerk 11 RICK LOCASTRO, Chairman XIV. ENTIRE AGREEMENT o!9 16.C.7.a Packet Pg. 1646 Attachment: Agreement for Sale and Purchase WISC CAO Initialed (24113 : Conservation Collier - WISC Investment Company LLC) CONSERVATION COLLIER PROPERry IOENTIFICATION NUMBERI 57800280002 AS TO SELLER DATED: WITNESSES: (Signature) (Print Witness Name) (Signature) (Print Witness Name) Approved as to form and legality: Ronald T. Tomasko, Assistant County Attorney WISC INVESTMENT COMPANY, LLC, a Wisconsin Limited Liability Company By: Name: Title: SELLER $w op l2 16.C.7.a Packet Pg. 1647 Attachment: Agreement for Sale and Purchase WISC CAO Initialed (24113 : Conservation Collier - WISC Investment Company LLC) CONSERVATION COLLIER PROPERTY IDENTIFICATION NUI,4BER:57800280002 EXHIBIT ,A, LOT 2, BLOCK 303, MARCO BEACH UNIT 9, LESS THE NORTHERLY 59 FEET, ACCORDING TO THE MAP OR PLAT THEREOF AS RECORDED IN PLAT BOOK 6, PAGES 69 THROUGH 73, INCLUSIVE, OF THE PUBLIC RECORDS OF COLLTER COUNTY, FLORtDA. (0.39 ACRES) PROPERY IDENTIFICATION NUM BER: 57800280002 op 13 LEGAL DESCRIPTION: 16.C.7.a Packet Pg. 1648 Attachment: Agreement for Sale and Purchase WISC CAO Initialed (24113 : Conservation Collier - WISC Investment Company LLC) 1 Conservation Collier Land Acquisition Program Project Design Report WISC Property Date: October 2022 Property Owner(s): WISC Investment Company LLC Folio: 57800280002 Location: 507 Inlet Dr., Marco Island, FL 34145 Size: 0.39 acres Appraised Value: $429,000 History of Project: Received application Selected for the “A” category, #1 priority, on the Active Acquisition List by CCLAAC Selected for the “A” category, #1 priority, on the Active Acquisition List by BCC Purchase offer made to owner Offer Accepted 7/29/2021 12/09/2021 01/25/2022 09/22/2022 9/22/2022 Subsequently, an updated offer of $429,000 was made and accepted on April 3, 2023. Purpose of Project: Environmental Conservation – Conservation Collier Program Program Qualifications: This parcel fulfills program qualifications by three of six applicable screening criteria. The parcel contains the native tropical hardwood hammock plant community, and two listed plant species were observed on site. Multiple active gopher tortoise burrows exist within the parcel, and the parcel does contain burrowing owl habitat. This parcel is in the Urban Target Protection Area and has access from a public road and sidewalk. It provides wildlife viewing and greenspace in a neighborhood where nearly every lot is developed. The parcel is too small to accommodate trails but can be enjoyed from the sidewalk. Zoning, Growth Management and Land Use Overlays: The WISC parcel is zoned Residential Single-Family-3. The maximum building density is 3 units per gross acre. Projected Management Activities: 16.C.7.b Packet Pg. 1649 Attachment: Project Design Report - WISC Investment (24113 : Conservation Collier - WISC Investment Company LLC) 2 Primary management activities will include control of exotic plant populations (which currently constitute less than 25% of plant cover) and creation and installation of signage. The parcel would be visible from a public road and sidewalk. No vehicular access onto the parcel would be recommended. A marked trail could possibly be created through portions of the parcel. This would only require trail posts and trail roping to keep visitors off gopher tortoise burrows. No trail installation would be required; trail markers and roping would be placed in the existing barren areas. The parcel is within walking distance of many residences and commercial parking lots. Creating parking within the parcel would not be recommended because of its small size, native vegetation, and wildlife utilization. If other parcels in the area are acquired along with this parcel, Conservation Collier will coordinate with the City of Marco Island regarding parking. Depending on location, the City of Marco Island has offered to assist in providing off-street parking on pervious material and the installation of signage consistent with the City’s Land Development Codes. Estimated Management Costs: Management Element 2023 2024 2025 2026 2027 Exotics $500 $200 $200 $200 $100 Signage $200 Trail post and rope $200 Total $900 $200 $200 $200 $100 SEE PAGES 3 AND 4 FOR MAPS OF THE PARCEL. 16.C.7.b Packet Pg. 1650 Attachment: Project Design Report - WISC Investment (24113 : Conservation Collier - WISC Investment Company LLC) 3 16.C.7.b Packet Pg. 1651 Attachment: Project Design Report - WISC Investment (24113 : Conservation Collier - WISC Investment Company LLC) 4 16.C.7.b Packet Pg. 1652 Attachment: Project Design Report - WISC Investment (24113 : Conservation Collier - WISC Investment Company LLC)