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Agenda 05/09/2023 Item #16F 5 (1st Amendment for Sale and Purchase Agreement for Cycle 10 Conservation Collier Land Acquisition Program)16.F.5 05/09/2023 EXECUTIVE SUMMARY Recommendation to approve a First Amendment for Sale and Purchase Agreement with: (1) Henrietta Arnay, (2) Charles E. Bailey, (3) Lois Behnke, (4) D & J Investors, (5) David Joyce for properties on the Cycle 10 Approved Acquisition list for the Conservation Collier Land Acquisition Program OBJECTIVE: To extend the closing deadline of Sale and Purchase Agreements that will expire May 10, 2023, if not extended. CONSIDERATIONS: This item is to request extensions of closing dates for five parcels to be acquired for the Conservation Collier Program. The Sale and Purchase Agreements (Agreements) were approved by the Board on September 13, 2022, and further described below. CYCLE 10AALPARCELS WITH PU RCHASE AGREEMENTS AP PROVED BY THE BOARD OF COUNTY COMMISSIONERS ON SEPTEMBER 13, 2022 CYCLE 10 PROPERTIES PENDING ACQUISITION Property Name Preserve Size (ac) Appraised Value Offer Amount Acqui:itlon Status Arnay, Henrietta Panther Walk 1.14 $30,000 $30,000 Purchase Agreement approved by PrescrVe BCC on 8-13-2022; closing pending Bailey, Charlcs E Dr. Robert H. 1.14 $25.000 $25.000 Purchase Agreement approved by Gore III BCC on 8-13-2022; closing Pending Behnke, Loi- Panther Walk 1.14 $57.000 $57.000 Purchase Agreement approved by PrescrVe BCC on 8-13-2022; closing pending D & J Investorr Panther Walk 1.14 $40.000 $40.000 Purchase Agreement approved by PrescrVe BCC on 8-13-2022; closinq pending Joyce David Panther Walk 2.27 $52 000 $52 000 Purchase Agreement approved by Preserve BCC on 8-13-2022; closing endin Total 6.83 $204.000 $204.000 Each agreement required closing on or before May 10, 2023. Due to factors including Hurricane Ian, the new Board policy impacting Conservation Collier offer methodology, and the urgent requirement to complete access agreements for the Beach Berm project additional time is needed to close. As such, for Arney, Bailey, and Behnke owned parcels an amendment to Paragraph 3.01 of each agreement is proposed: 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 (240) days following execution of this Agreement by the Purchaser, unless extended by inutual vffit4en agreement of the pafties hereto or within thigy 30 Purchaser's receipt of all closing documents whichever is the later. For the two remaining parcels, D&J and Joyce, both parcels are to be conveyed in the same agreement and the closing is required to occur no later than June 9, 2023. As such, an amendment to Paragraph 3.01 of that agreement is proposed: III. CLOSING 3.01 The Closing (THE "CLOSING DATE", "DATE OF CLOSING", OR "CLOSING") of the transaction shall be held on or before June 9, 2023 Packet Pg. 995 16.F.5 05/09/2023 The remainder of each Agreement remains in full force and affect. Title companies have recently been engaged to close on Conservation Collier properties to timely meet deadlines going forward. FISCAL IMPACT: There is no additional fiscal impact as a result of this First Amendment to Agreement for Sale and Purchase. GROWTH MANAGEMENT IMPACT: There is no impact to the Growth Management Plan. LEGAL CONSIDERATIONS: This item has been approved as to form and legality and requires a majority vote for Board action. - RTT RECOMMENDATION: That the Board of County Commissioners approve each First Amendment to Agreement for Sale and Purchase; and authorize the Chairman to execute each First Amendment to Agreement for Sale and Purchase and any and all other County Attorney's Office approved documents related to the purchases. Prepared By: Jennifer A. Belpedio, Real Property Manager, Facilities Management Division ATTACHMENT(S) 1. ARNAY AMENDMENT WITH CAO APPROVAL (PDF) 2. BAILEY AMENDMENT WITH CAO APPROVAL (PDF) 3. BEHNKE AMENDMENT WITH CAO APPROVAL (PDF) 4. D & J AND JOYCE AMENDMENT WITH CAO APPROVAL (PDF) Packet Pg. 996 16.F.5 05/09/2023 COLLIER COUNTY Board of County Commissioners Item Number: 16.17.5 Doc ID: 25360 Item Summary: Recommendation to approve a First Amendment for Sale and Purchase Agreement with: (1) Henrietta Arnay, (2) Charles E. Bailey, (3) Lois Behnke, (4) D & J Investors, (5) David Joyce for properties on the Cycle 10 Approved Acquisition list for the Conservation Collier Land Acquisition Program. Meeting Date: 05/09/2023 Prepared by: Title: Manager - Real Property — Facilities Management Name: Jennifer Belpedio 05/02/2023 12:20 PM Submitted by: Title: — Facilities Management Name: John McCormick 05/02/2023 12:20 PM Approved By: Review: Facilities Management John McCormick Director - Facilities Facilities Management Jennifer Belpedio Manager - Real Property Public Services Department Ed Finn Additional Reviewer County Attorney's Office Ronald Tomasko Level 2 Attorney of Record Review Growth Management and Community Development Department Jaime Cook Office of Management and Budget Office of Management and Budget Parks & Recreation County Attorney's Office County Manager's Office Board of County Commissioners Debra Windsor Level 3 OMB Gatekeeper Review Blanca Aquino Luque Additional Reviewer Summer BrownAraque Additional Reviewer Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Amy Patterson Level 4 County Manager Review Geoffrey Willig Meeting Pending Completed 05/02/2023 12:25 PM Completed 05/02/2023 12:35 PM Skipped 05/02/2023 1:26 PM Completed 05/03/2023 12:25 PM Additional Reviewer Completed 05/03/2023 12:28 PM Completed 05/03/2023 12:38 PM Completed 05/03/2023 12:53 PM Completed 05/03/2023 1:03 PM Completed 05/03/2023 2:18 PM Completed 05/03/2023 2:37 PM 05/09/2023 9:00 AM Packet Pg. 997 1 6.F.5.a CONSERVATION COLLIER Property identification No. 38845800000 FIRST AMENDMENT TO AGREEMENT FOR SALE AND PURCHASE THIS FIRST AGREEMENT TO AGREEMENT FOR SALE AND PURCHASE is made and entered into this day of , 2023, by and between RICHARD D. ARNAY, whose address is 15 Fox Hunt Drive, Rockaway, NJ 07866, and JOAN ARNAY HALPERIN, whose address is 96 Washington Avenue, Hillsdale, NJ 07642, (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, 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 the Agreement for Sale and Purchase ("Agreement") approved by the Board of County Commissioners on September 13, 2022, Agenda Item No. 16.C.21, attached hereto as Exhibit "1" and made a part hereof by reference. WHEREAS, Purchaser and Seller are desirous of amending the agreement to extend the closing in light of title issues that will be resolvable in the near future. 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: Paragraph 3.01 of the Agreement is amended as follows: Ill. 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 z (240) days following execution of this Agreement by the Purchaser, unless W extended by mutual :rotten agreerne.nt of the pairties "era+^ or within thirty (30) o days of Purchaser's receipt of all closing documents whichever is the later. The w Closing shall be held at the Collier County Attorney's Office, Administration a Building, 3299 Tamiami Trail East, Naples, Florida. The procedure to be followed by the parties in connection with the Closing shall be as follows: z a 3.011 Seller shall convey a marketable title free of any liens, encumbrances, exceptions, or qualifications. Marketable title shall be determined according to E applicable title standards adopted by the Florida Bar and in accordance with 0 law, At the Closing, the Seller shall cause to be delivered to the Purchaser a Packet Pg. 998 1 6.F.5.a CONSERVATION COLLIER Property Identification No. 388458GO000 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. 3.0112 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. 2. With exception of the above -mentioned modifications, all terms of the Agreement for Sale and Purchase remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have signed below. Dated Project/Acquisition Approved by BCC: AS TO PURCHASER: ATTEST: CRYSTAL K. KINZEL, Clerk of the Circuit Court and Comptroller BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA I1-YA , Deputy Clerk RICK LOCASTRO, Chairman [SIGNATURES APPEAR ON THE FOLLOWING PAGE] Packet Pg. 999 16.F.5.a CONSERVATION COLLIER Property Identificatlon No, 38845800000 AS TO SELLER: DATED;/ WITNE ES: (Signature) Ohm [d (Printed Na e) (Signature) " FFA (Printed Name) WITNESSES: (Signature) (Printed Name) (Signature) (Printed Name) Ap tg as o rm Illiegali€y: Ronald T. Tomasko, Assistant County Attorney BY. / RI AR D. ARNA M JOAN ARNAY HALPERIN Q Packet Pg. 1000 1 CONSERVATION COLLIER Property Identification No. 38845800000 16.F.5.a AS TO SELLER: DATED: h 5 A WITNESSES: (Signature) (Printed Name) (Signature) (Printed Name) WITNESSES: (ign'ature) ' (Printed Name) On UAjA—VV16VU V, (Signature) 06 luz,,,q f UCH✓[��e (Printed Name) Ap4dT o form and legality: Rornasko, Assistant County Attorney M RICHARD D. ARNAY 0 m M N J O w IL IL Q O a U 2 H H z w 0 z w a a z a c as Q Packet Pg. 1001 CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 38845800000 AGREEMENT FOR SALE AND PURCHASE THIS AGREEMENT is made and entered into b) and JOAN ARNAY HAL.PERIN, whose address 07866, (hereinafter referred to as "Seller"), a subdivision of the State of Florida, its successors Tamiami Trail East, Suite 102, Naples, FL "Purchaser"). W I T N E S S E T H EXHIB 16.F.5.a PAGE 1 of P and between RICHARD D. ARNAY s 15 Fox Hunt Drive, Rockaway, NJ id COLLIER COUNTY, a political and assigns, whose address is 3335 34112, (hereinafter referred to as 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; 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". ll. PAYMENT OF PURCHASE PRICE 2.01 The purchase price (the "Purchase Price") for the Property shall be Thirty Thousand Dollars and 001100 dollars ($30,000.00), (U.S. Currency) payable at time of closing. Ill. 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 (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; irtp Packet Pg. 1002 EXHI 16.F.5.a CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 38845800000 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 Hen for current taxes and assessments. (b) Such other easements, restrictions or conditions of record. 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 negotiable instrument (County Warrant) in an amount equal to the Purchase Price. No funds shall be disbursed to Seller until the Title Company verifies that the state of the title to the Property has not changed adversely since the date of the last endorsement to the commitment, referenced in Section 4.011 thereto, and the Title Company is irrevocably committed to pay the Purchase Price to Seller 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 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, a at its sole cost and expense, shall pay at Closing all documentary stamp taxes due a relating to the recording of the Warranty Deed, In accordance with Chapter 201.01, Florida Statutes, and the cost of recording any instruments necessary to clear Seller's title to the Property. The cost of the Owner's Form B Title Policy, issued pursuant to the Commitment provided for in Section 4.011 below, shall be paid by Purchaser. The cost of the title commitment shall also be paid by Purchaser, a O Packet Pg. 1003 EXHIB 16.F.5.a CONSERVATION COLLIER TAX IDENTIFICATION NUMBER; 38845800000 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 fifteen (15) days after the date hereof, Purchaser shall obtain as evidence of title an ALTA Commitment for an Owner's Title Insurance Policy (ALTA Form B-1970) covering the Property, together with hard copies of all exceptions shown thereon. Purchaser shall have thirty (30) days, following receipt of the title insurance commitment, to notify Seller in writing of any objection to title other than liens evidencing monetary obligations, if any, which obligations shall be paid at closing. If the title commitment contains exceptions that make the title unmarketable, Purchaser shall deliver to the Seller written notice of its intention to waive the applicable contingencies or to terminate this Agreement. 4.012 If Purchaser shall fail to advise the Seller in writing of any such objections in Seller's title in the manner herein required by this Agreement, the title shall be deemed acceptable. Upon notification of Purchaser's objection to title, Seller shall have thirty (30) days to remedy any defects in order to convey good and marketable title, except for liens or monetary obligations which will be satisfied at Closing. Seller, at its sole expense, shall use its best efforts to make such title good and marketable. In the event Seller is unable to cure said objections within said time period, Purchaser, by providing written notice to Seller within seven (7) days after expiration of said thirty (30) day period, may accept title as it then is, waiving any objection; or Purchaser may terminate the Agreement. A failure by Purchaser to give such written notice of termination within the time period provided herein shall be deemed an election by Purchaser to accept the exceptions to title as shown in the title commitment. 4.013 Seller agrees to furnish any existing surveys of the Property in Seller's a possession to Purchaser within 10 (ten) days of the effective date of this z Agreement. Purchaser shall have the option, at its own expense, to obtain a 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 a 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 All Packet Pg. 1004 CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 38846800000 EXHIB 1 6.F.5.a PAGE ®2 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 in writing of its specific objections as provided herein within the Inspection Period, it shall be deemed that the Purchaser is satisfied with the results of its investigations and the contingencies of this Article V shall be deemed waived. In the event Purchaser elects to terminate this Agreement because of the right of inspection, Purchaser shall deliver to Seller copies of all engineering reports and environmental and soil testing results commissioned by Purchaser with respect to the Property. 5.03 Purchaser and its agents, employees and servants shall, at their own risk and expense, have the right to go upon the Property for the purpose of surveying and conducting site analyses, soil borings and all other necessary investigation, Purchaser shall, in performing such tests, use due care. Seller shall be notified by a Packet Pg. 1005 Evz,'HlBf1 6.F.5.a CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 38845800000 GE 5 of 12 Purchaser no less than twenty-four (24) hours prior to said inspection of the Property. 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. 5 VII. POSSESSION 7.01 Purchaser shall be entitled to full possession of the Property at Closing. Vlll. 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. TERMINATION AND REMEDIES 9.01 If Seller shall have failed to perform any of the covenants and/or agreements contained herein which are to be performed by Seller, within ten (10) days of written notification of such failure, Purchaser may, at its option, terminate this Agreement by giving written notice of termination to Seller, Purchaser shall have the right to seek and enforce all rights and remedies available at law or in equity to a contract vendee, including the right to seek specific performance of this Agreement, 9.02 The parties acknowledge that the remedies described herein and in the other provisions of this Agreement provide mutually satisfactory and sufficient remedies to each of the parties and take into account the peculiar risks and expenses of each of the parties. X. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES 10.01 Seller and Purchaser represent and warrant the following: 10.011 Seller and Purchaser have full right and authority to enter into and to w 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, a threatened or contemplated bankruptcy proceeding. z 10.012 Seller has full right, power, and authority to own and operate the a 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 a Purchaser to execute and consummate the transaction contemplated hereby. Packet Pg. 1006 EXHIB 16.F.5.a CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 38845800000 PAGE 6 of 1 At Closing, certified copies of such approvals shall be delivered to Purchaser and/or Seller, if necessary. 10.013 The warranties set forth in this paragraph shall be true on the date of this Agreement and as of the date of Closing. Purchaser's acceptance of a deed to the said Property shall not be deemed to be full performance and discharge of every agreement and obligation on the part of the Seller to be performed pursuant to the provisions of this Agreement. 10.014 Seller represents that it has no knowledge of any actions, suits, claims, proceedings, litigation or investigations pending or threatened against Seller, at law, equity or in arbitration before or by any federal, state, municipal or other governmental instrumentality that relate to this agreement or any other property that could, if continued, adversely affect Seller's ability to sell the Property to Purchaser according to the terms of this Agreement. 10.015 No party or person other than Purchaser has any right or option to acquire the Property or any portion thereof. 10.016 Until the date fixed for Closing, so long as this Agreement remains in force and effect, Seller shall not encumber or convey any portion of the Property or any rights therein, nor enter into any agreements granting any person or entity any rights with respect to the Property or any part thereof, without first obtaining the written consent of Purchaser to such conveyance, encumbrance, or agreement which consent may be withheld by Purchaser for any reason whatsoever. 10.017 Seller represents 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 Packet Pg. 1007 EXHHE1 6.F.5.a CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 38845800000 PAGE 7 of " 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 threatened which affects the Property or which adversely affects Seller's ability to perform hereunder; nor is there any other charge or expense upon or related to the Property which has not been disclosed to Purchaser in writing prior to the effective date of this Agreement. 10.021 Seller acknowledges and agrees that Purchaser is entering into this Agreement based upon Seller's representations stated above and on the understanding that Seller will not cause the zoning or physical condition of the Property to change from its existing state on the effective date of this Agreement up to and including the Date of Closing. Therefore, Seller agrees not to enter into any contracts or agreements pertaining to or affecting the Property and not to do any act or omit to perform any act which would change the zoning or physical condition of the Property or the governmental ordinances or laws governing same. Seller also agrees to notify Purchaser promptly of any change in the facts contained in the foregoing representations and of any notice or proposed change in the zoning, or any other action or notice, that may be proposed or promulgated by any third parties or any governmental authorities having jurisdiction of the development of the property which may restrict or change any other condition of the Property. 10.022 At the Closing, Seller shall deliver to Purchaser a statement (hereinafter called the "Closing Representative Statement") reasserting the foregoing representations as of the Date of Closing, which provisions shall survive the Closing. 10.023 Seller represents, warrants and agrees to indemnify, reimburse, defend and hold Purchaser harmless from any and all costs (including attorney's fees) asserted against, imposed on or incurred by Purchaser, directly or indirectly, pursuant to or in connection with the application of any federal, state, local or common law relating to pollution or protection of the environment which shall be in accordance with, but not limited to, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. Section 9601, et seq., ("CERCLA" or "Superfund"), which was amended and upgraded by the Q z CU a Packet Pg. 1008 EXHIB 1 6.F.5.a CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 38846800000 SuperFund Amendment and Reauthorization Act of 1986 ("SARA"), Including any amendments or successor in function to these acts. This provision and the rights of Purchaser, hereunder, shall survive Closing and are not deemed satisfied by conveyance of title. 10.024 Any loss and/or damage to the Property between the date of this Agreement and the date of Closing shall be Seller's sole risk and expense. XI. NOTICES 11.01 Any notice, request, demand, instruction or other communication to be given to either party hereunder shall be in writing, sent by facsimile with automated confirmation of receipt, or by registered, or certified mail, return receipt requested, postage prepaid, addressed as follows: If to Purchaser: 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 With a copy to: Cindy M. Erb, SRNVA, Senior Property Acquisition Specialist o Collier County Real Property Management M 3335 Tamiami Trail East, Suite 102 N Naples, Florida 34112 Telephone number: 239-252-8917 0 Fax number: 239-252-8876 a a If to Seller: Richard D. Arnay a 15 Fox Hunt Drive °a Rockaway, NJ 07866 = Telephone number: Fax number: N/A z w If to Seller: Joan Amay Halperin o 96 Washington Ave w Hillsdale, NJ 07642 Telephone number: a Fax number: NIA a z 11.02 The addressees and numbers for the purpose of this Article may be a 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 a effect for all purposes. Packet Pg. 1009 CONSERVATION COLLIER TAX IDENTIFICATION NUMBER; 38846800000 XII. REAL ESTATE BROKERS 1 6.F.5.a E 12.01 Any and all brokerage commissions or fees shall be the sole responsibility of the Seller. Seller shall indemnify Purchaser and hold Purchaser harmless from and against any claim or liability for commission or fees to any broker or any other person or party claiming to have been engaged by Seller as a real estate broker, salesman or representative, in connection with this Agreement. Seller agrees to pay any and all commissions or fees at closing pursuant to the terms of a separate agreement, if any. XIII. MISCELLANEOUS 13.01 This Agreement may be executed in any manner of counterparts which together shall constitute the agreement of the parties. 13.02 This Agreement and the terms and provisions hereof shall be effective as of the date this Agreement is executed by both parties and shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal representatives, successors, successor trustee, and assignees whenever the context so requires or admits. 13.03 Any amendment to this Agreement shall not bind any of the parties hereof unless such amendment is in writing and executed and dated by Purchaser and Seller. Any amendment to this Agreement shall be binding upon Purchaser and Seller as soon as it has been executed by both parties. 13.04 Captions and section headings contained in this Agreement are for convenience and reference only; in no way do they define, describe, extend or limit the scope or intent of this Agreement or any provisions hereof. 13.05 All terms and words used in this Agreement, regardless of the number and gender in which used, shall be deemed to include any other gender or number as the context or the use thereof may require. 13.06 No waiver of any provision of this Agreement shall be effective unless it is in writing signed by the party against whom it is asserted, and any waiver of any provision of this Agreement shall be applicable only to the specific instance to Mich it is related and shall not be deemed to be a continuing or future waiver as to such provision or a waiver as to any other provision. 13.07 If any date specified in this Agreement falls on a Saturday, Sunday or legal z holiday, then the date to which such reference is made shall be extended to the a next succeeding business day. 13.08 Seller is aware of and understands that the 'offer" to purchase represented by this Agreement is subject to acceptance and approval by the Board of County Commissioners of Collier County, Florida. a Packet Pg. 1010 EXHIBI 16.F.5.a CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 38846800000 AGE 10 of Y' 13.09 If the Seller holds the Property in the form of a partnership, limited partnership, corporation, trust or any form of representative capacity whatsoever for others, Seller shall matte a written public disclosure, according to Chapter 286, Florida Statutes, under oath, of the name and address of every person having a beneficial interest in the Property before Property held in such capacity is conveyed to Collier County. (If the corporation is registered with the Federal Securities Exchange Commission or registered pursuant to Chapter 517, Florida Statutes, whose stock is for sale to the general public, it is hereby exempt from the provisions of Chapter 286, Florida Statutes.) 13.10 This Agreement is governed and construed in accordance with the laws of the State of Florida. XIV. ENTIRE AGREEMENT 14.01 This Agreement and the exhibits attached hereto contain the entire agreement between the parties, and no promise, representation, warranty or covenant not included in this Agreement or any such referenced agreements has been or is being relied upon by either party. No modification or amendment of this Agreement shall be of any force or effect unless made in writing and executed and dated by both Purchaser and Seller. Time is of the essence of this Agreement. IN WITNESS WHEREOF, the parties hereto have signed below. Dated Project/Acquisition Approved by BCC: C) 13 'zo L Z AS TOZURCHASER: ATTEST: ' {r° L. K.�,CINZEL, Clerk of the ,.. Ciecult'Cgrt and Comptroller F 48t as to Chaii-t�ia�i:� F Deputy Clerk T. Tomasko, Assistant County Attorney JAM BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA BY: WILL M L. MCDANIEL, JR., Chairman 10 Packet Pg. 1011 16.F.5.a CONSERVATION COLLIER TAX IDENTIFICATION NUMBER; 3884580M 6-TQ SELLE(R�: DATED: WITNESSES; (SlQnsetun►} , (Printed Nf") i'r r (Signature) f (Printed Name) (Signature) (PlintedN E (Signature) (PrinW Name) G .. ......._-_,_.___ AGE- C& C O U c O cc L cn f O U RICHARD D. AR N U O 06 d c t m a� m m a A O JOAN ARNAY HAL-PERIN U o __ Packet Pg. 1012 16.F.5.a E CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 38845800000 EXHIBIT "A" PROPERTY IDENTIFICATION NUMBER: 38845800000 LEGAL DESCRIPTION: THE EAST 75 FEET OF THE WEST 180 FEET OF TRACT NO. 70, GOLDEN GATE ESTATES, UNIT 42, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 7, PAGE 27, OF THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA. 1.14 acres .E 12 of a 12 Packet Pg. 1013 1 6.F.5.b CONSERVATION COLLIER Property Identification No. M618160003 FIRST AMENDMENT TO AGREEMENT FOR SALE AND PURCHASE THIS FIRST AGREEMENT TO AGREEMENT FOR SALE AND PURCHASE is made and entered into this day of , 2023, by and between CHARLES EDWIN BAILEY, JR., whose address is 940 Sixth Street, Charleston, WV 25302 (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 E., Ste. 101, Naples, FL 34112 (hereinafter referred to as "Purchaser"). WI T N E S S E T H WHEREAS, Seller is the owner of a certain parcel of real property (hereinafter referred to as "Property"), located in Collier County, State of Florida, and being more particularly described in the Agreement for Sale and Purchase ("Agreement") approved by the Board of County Commissioners on September 13, 2022, Agenda Item No. 16C8, attached hereto as Exhibit "1" and made a part hereof by reference. WHEREAS, Purchaser and Seller are desirous of amending the agreement to extend the closing in light of title issues that will be resolvable in the near future. 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: Paragraph 3.01 of the Agreement is amended as follows: Ill. 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 (240) days following execution of this Agreement by the Purchaser, u4ess extended by mutual written reement of the parties here -to or within thirty (30) days of Purchaser's receipt of all closing documents whichever is the later, 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: Packet Pg. 1014 1 6.F.5.b CONSERVATION COLLIER Property Identification No, 41618160003 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. 3.0112 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. 2. With exception of the above -mentioned modifications, all terms of the Agreement for Sale and Purchase remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have signed below. Dated Project/Acquisition Approved by BCC: AS TO PURCHASER: ATTEST: BOARD OF COUNTY COMMISSIONERS CRYSTAL K. KINZEL, Clerk of the COLLIER COUNTY, FLORIDA Circuit Court and Comptroller BY: Deputy Clerk Rick LoCastro, Chairman 2 Packet Pg. 1015 1 6.F.5.b CONSMATION COLLIER Property; eotifinatloa No. 41618160003 AS TO SELLER, DATED:__ 1 e—ll -. - WITNESSES: BY: ?ram. 11 (Printed Namo) 1 (Priated Name) Approv�d to Carm nd lega'ty, "" "� _... Ro old T. `T'otY7asko, Asoistaant Cat€rity Attorney w Q Packet Pg. 1 E6:] 1 6.F.5.b CONSERVATION COLLIER TAX IDENTIFICATION NUMBER; 41618160003 AGREEMENT FOR SALE AND PURCHASE THIS AGREEMENT is made and entered into by and between CHARLES EDWIN BAILEY JR., whose address is 940 Sixth Street, Charleston, WV 25302, (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 102, Naples, FL 34112, (hereinafter referred to as "Purchaser"). WITNESSETH WHEREAS, Seller is the owner of that certain parcel of real property (hereinafter referred to as "Property"), located in Collier County, State of Florida, and being more particularly described in Exhibit "A", attached hereto and made a part hereof by reference. WHEREAS, Purchaser is desirous of purchasing the Property, subject to the conditions and other agreements hereinafter set forth, and Seller is agreeable to such sale and to such conditions and agreements. NOW, THEREFORE, and for and in consideration of the premises and the respective undertakings of the parties hereinafter set forth and the sum of Ten Dollars ($10.00), the receipt and sufficiency of which is hereby acknowledged, it is agreed as follows: 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". 11. PAYMENT OF PURCHASE PRICE 2.01 The purchase price (the "Purchase Price") for the Property shall be Twenty - Five Thousand Dollars and 001100 dollars ($25,000.00), (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 (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: �XI°Illi �. ICE -- 0 Packet Pg. 1017 1 6.F.5.b CONSERVATION COLLIER. TAX IDENTIFICATION NUMBER: 416i8160003 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. 3.0112 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 negotiable instrument (County Warrant) in an amount equal to the Purchase Price. No funds shall be disbursed to Seller until the Title Company verifies that the state of the title to the Property has not changed adversely since the date of the last endorsement to the commitment, referenced in Section 4.011 thereto, and the Title Company is irrevocably committed to pay the Purchase Price to Seller 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 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 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. EXHIBIT � PAc,r: oF Packet Pg. 1018 1 6.F.5.b CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 0618160003 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 fifteen (15) days after the date hereof, Purchaser shall obtain as evidence of title an AL.TA Commitment for an Owner's Title Insurance Policy (AL.TA Form B-1970) covering the Property, together with hard copies of all exceptions shown thereon. Purchaser shall have thirty (30) days, following receipt of the title insurance commitment, to notify Seller in writing of any objection to title other than liens evidencing monetary obligations, if any, which obligations shall be paid at closing. If the title commitment contains exceptions that make the title unmarketable, Purchaser shall deliver to the Seller written notice of its intention to waive the applicable contingencies or to terminate this Agreement. 4.012 If Purchaser shall fail to advise the Seller in writing of any such objections in Seller's title in the manner herein required by this Agreement, the title shall be deemed acceptable. Upon notification of Purchaser's objection to title, Seller shall have thirty (30) days to remedy any defects in order to convey good and marketable title, except for liens or monetary obligations which will be satisfied at Closing. Seller, at its sole expense, shall use its best efforts to make such title good and marketable. In the event Seller is unable to cure said objections within said time period, Purchaser, by providing written notice to Seller within seven (7) days after expiration of said thirty (30) day period, may accept title as it then is, waiving any objection; or Purchaser may terminate the Agreement. A failure by Purchaser to give such written notice of termination within the time period provided herein shall be deemed an election by Purchaser to accept the exceptions to title as shown in the title commitment. 4.013 Seller agrees to furnish any existing surveys of the Property in Seller's J possession to Purchaser within 10 (ten) days of the effective date of this a Agreement. Purchaser shall have the option, at its own expense, to obtain a 00 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 E 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 a provided by Seller or obtained by Purchaser, as certified by a registered Florida surveyor, shows: (a) an encroachment onto the prop rt; orb that an EXHIBIT 3 PAGE _.10 Packet Pg. 1019 1 6.F.5.b CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 41618160003 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 falls to notify the Seller in writing of its specific objections as provided herein within the Inspection Period, it shall be deemed that the Purchaser is satisfied with the results of its investigations and the contingencies of this Article V shall be deemed waived. In the event Purchaser elects to terminate this Agreement because of the right of inspection, Purchaser shall deliver to Seller copies of all engineering reports and environmental and soil testing results commissioned by Purchaser with respect to the Property. 5,03 Purchaser and its agents, employees and servants shall, at their own risk and a 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. FEXHIMT PAG Packet Pg. 1020 1 6.F.5.b CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 41618160003 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 6.01 Seller acknowledges that the Purchaser, or its authorized agents, shall have the right to inspect the Property at any time prior to the Closing. VII. POSSESSION 7.01 Purchaser shall be entitled to full possession of the Property at Closing. VIII. PRORATIONS 8.01 Ad valorem taxes next due and payable, after closing on the Property, shall be prorated at Closing based upon the gross amount of 2021 taxes, and shall be paid by Seller. IX, TERMINATION AND REMEDIES 9.01 If Seller shall have failed to perform any of the covenants and/or agreements contained herein which are to be performed by Seller, within ten (10) days of written notification of such failure, Purchaser may, at its option, terminate this Agreement by giving written notice of termination to Seller. Purchaser shall have the right to seek and enforce all rights and remedies available at law or in equity to a contract vendee, including the right to seek specific performance of this Agreement. 9.02 The parties acknowledge that the remedies described herein and in the other provisions of this Agreement provide mutually satisfactory and sufficient remedies to each of the parties and take into account the peculiar risks and expenses of each of the parties. X. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES 10.01 Seller and Purchaser represent and warrant the following: 10.011 Seller and Purchaser have full right and authority to enter into and to execute this Agreement and to undertake all actions and to perform all tasks required of each hereunder. Seller is not presently the subject of a pending, threatened or contemplated bankruptcy proceeding. 10.012 Seller has Property, and to Agreement and t consummate the authorizations an d full right, power, and authority to own and operate the execute, deliver, and perform its obligations under this he instruments executed in connection herewith, and to transaction contemplated hereby. All necessary approvals have been obtained authorizing Seller and EXHIBIT 5 IMAGE Packet Pg. 1021 1 6.F.5.b CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 41618160003 Purchaser to execute and consummate the transaction contemplated hereby. At Closing, certified copies of such approvals shall be delivered to Purchaser and/or Seller, if necessary. 10.013 The warranties set forth in this paragraph shall be true on the date of this Agreement and as of the date of Closing. Purchaser's acceptance of a deed to the said Property shall not be deemed to be full performance and discharge of every agreement and obligation on the part of the Seller to be performed pursuant to the provisions of this Agreement. 10.014 Seller represents that it has no knowledge of any actions, suits, claims, proceedings, litigation or investigations pending or threatened against Seller, at law, equity or in arbitration before or by any federal, state, municipal or other governmental instrumentality that relate to this agreement or any other property that could, if continued, adversely affect Seller's ability to sell the Property to Purchaser according to the terms of this Agreement. 10.015 No party or person other than Purchaser has any right or option to acquire the Property or any portion thereof. 10.016 Until the date fixed for Closing, so long as this Agreement remains in force and effect, Seller shall not encumber or convey any portion of the Property or any rights therein, nor enter into any agreements granting any person or entity any rights with respect to the Property or any part thereof, without first obtaining the written consent of Purchaser to such conveyance, encumbrance, or agreement which consent may be withheld by Purchaser for any reason whatsoever. 10.017 Seller represents 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 Seiler has no knowledge that the concerning the Property are in violation of Property and Seller's operations any applicable Federal, State or EXHIBIT � PAGI C Packet Pg. 1022 1 6.F.5.b CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 41618160003 local statute, law or regulation, or of any notice from any governmental body L 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, U construction, alterations or installation on or in connection with the Property in c 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 N C than existing zoning regulations) that restrict or affect the use of the Property, and there are no maintenance, construction, advertising, management, 0 leasing, employment, service or other contracts affecting the Property. 06 0 10.020 Seiler has no knowledge that there are any suits, actions or arbitration, Y bond issuances or proposals therefor, proposals for public improvement assessments, pay -back agreements, paving agreements, road expansion or m improvement agreements, utility moratoriums, use moratoriums, improvement moratoriums, administrative or other proceedings or governmental m investigations or requirements, formal or informal, existing or pending or threatened which affects the Property or which adversely affects Seller's ability o 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 x the effective date of this Agreement. `" 10.021 Seller acknowledges and agrees that Purchaser is entering into this 0 LO Agreement based upon Seller's representations stated above and on the N —_ understanding that Seller will not cause the zoning or physical condition of the a Property to change from its existing state on the effective date of this 0 0 Agreement up to and including the Date of Closing. Therefore, Seller agrees a not to enter into any contracts or agreements pertaining to or affecting the a Property and not to do any act or omit to perform any act which would change °a 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 z notice, that may be proposed or promulgated by any third parties or any governmental authorities having jurisdiction of the development of the property o which may restrict or change any other condition of the Property. w 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 a m survive the Closing. 10.023 Seller represents, warrants and agrees to indemnify, reimburse, defend a� and hold Purchaser harmless from any and all costs (including attorney's fees) a asserted against, imposed on or incurred by Purchaser, directly or indirectly, a 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 7 fl JPA0E ( �, Packet Pg. 1023 1 6.F.5.b CONSERVATION COLLIER TAX IDENTIFICATION NUMBER; 41618160003 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 "Superfnd"), which was amended and upgraded by the Superfund Amendment and Reauthorization Act of 1986 ("SARA"), Including any amendments or successor in function to these acts. This provision and the rights of Purchaser, hereunder, shall survive Closing and are not deemed satisfied by conveyance of title. 10.024 Any loss and/or damage to the Property between the date of this Agreement and the date of Closing shall be Seller's sole risk and expense. XI. NOTICES 11.01 Any notice, request, demand, instruction or other communication to be given to either party hereunder shall be in writing, sent by facsimile with automated confirmation of receipt, or by registered, or certified mail, return receipt requested, postage prepaid, addressed as follows: If to Purchaser: 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 With a copy to: Cindy M. Erb, SR/WA, Senior Property Acquisition Specialist Collier County Real Property Management 3335 Tamiami Trail East, Suite 102 Naples, Florida 34112 Telephone number: 239-252-8917 Fax number: 239-252-8876 If to Seller: Charles E. Bailey Jr. 940 Sixth Street Charleston, WV 25302 Telephone number: 304-553-5116 Fax number: N/A 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. c XF3I AIT PACE ' ) Packet Pg. 1024 1 6.F.5.b CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 41618160003 Xli. REAL ESTATE BROKERS 12.01 Any and all brokerage commissions or fees shall be the sole responsibility of the Seller. Seller shall indemnify Purchaser and hold Purchaser harmless from and against any claim or liability for commission or fees to any broker or any other person or party claiming to have been engaged by Seller as a real estate broker, salesman or representative, in connection with this Agreement. Seller agrees to pay any and all commissions or fees at closing pursuant to the terms of a separate agreement, if any. XIII. MISCELLANEOUS 13.01 This Agreement may be executed in any manner of counterparts which together shall constitute the agreement of the parties. 13.02 This Agreement and the terms and provisions hereof shall be effective as of the date this Agreement is executed by both parties and shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal representatives, successors, successor trustee, and assignees whenever the context so requires or admits. 13.03 Any amendment to this Agreement shall not bind any of the parties hereof unless such amendment is in writing and executed and dated by Purchaser and Seller. Any amendment to this Agreement shall be binding upon Purchaser and Seller as soon as it has been executed by both parties. 13.04 Captions and section headings contained in this Agreement are for convenience and reference only; in no way do they define, describe, extend or limit the scope or Intent of this Agreement or any provisions hereof. 13.05 All terms and words used in this Agreement, regardless of the number and gender in which used, shall be deemed to include any other gender or number as the context or the use thereof may require. 13.06 No waiver of any provision of this Agreement shall be effective unless it is in writing signed by the party against whom it is asserted, and any waiver of any provision of this Agreement shall be applicable only to the specific instance to which it is related and shall not be deemed to be a continuing or future waiver as to such provision or a waiver as to any other provision. 13.07 If any date specified in this Agreement falls on a Saturday, Sunday or legal holiday, then the date to which such reference is made shall be extended to the next succeeding business day. 13.08 Seiler 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. PAOE Packet Pg. 1025 1 6.F.5.b CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 41618160003 13.09 If the Seller holds the Property in the form of a partnership, limited partnership, corporation, trust or any form of representative capacity whatsoever for others, Seller shall make a written public disclosure, according to Chapter 286, Florida Statutes, under oath, of the name and address of every person having a beneficial interest in the Property before Property held in such capacity is conveyed to Collier County. (If the corporation is registered with the Federal Securities Exchange Commission or registered pursuant to Chapter 517, Florida Statutes, whose stock is for sale to the general public, it is hereby exempt from the provisions of Chapter 286, Florida Statutes.) 13.10 This Agreement Is governed and construed in accordance with the laws of the State of Florida. XIV, ENTIRE AGREEMENT 14.01 This Agreement and the exhibits attached hereto contain the entire agreement between the parties, and no promise, representation, warranty or covenant not included in this Agreement or any such referenced agreements has been or is being relied upon by either party. No modification or amendment of this Agreement shall be of any force or effect unless made in writing and executed and dated by both Purchaser and Seller. Time is of the essence of this Agreement. IN WITNESS WHEREOF, the parties hereto havesignedbelow. Dated Project/Acquisition Approved by BCC: I�IeFnIUC AS TO PURCHASER: ,, 7;fir�T• •; . CRYSTAL- KINZEL, Clerk of the o�a� and Comptroller .t '�.--- '91 f , Deputy Clerk Appr v s to forland ality: s ow K Ronald T. Tomasko, Assistant County Attorney BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA G C' BY. LLI L. MCDANIEL, JR., hairman MI T _ 10 r a D Packet Pg. 1026 ('014SU'RVAI ION TAX IDFN I I F ICA I IOIANWVIW� I Z. 41() I Fitli(100'3 AS TO SRLER. R. 1/ 0 Z- DATF-D:,- WITNESSES - (Printed Naiio) H y - 4R ES ED C114ES r DW I' AlLEY, JR 0,114104T PA G E 6F Packet Pg. 1027] 1 6.F.5.b CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 41618160003 EXHIBIT "A" PROPERTY IDENTIFICATION NUMBER: 41618160003 LEGAL DESCRIPTION: THE WEST 75 FEET OF THE WEST 150 OF TRACT 98, GOLDEN GATE ESTATES, UNIT NO. 92, ACCORDING TO THE MAP OR PLAT THEREOF RECORDED IN PLAT BOOK 5, PAGE(S) 31, OF THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA, 1.14 acres Ex"WAT - 12 ` L9 °"�" Packet Pg. 1028 1 6.F.5.c CONSERVATION COLLIER Property Identification No. 39150400000 FIRST AMENDMENT TO AGREEMENT FOR SALE AND PURCHASE THIS FIRST AGREEMENT TO AGREEMENT FOR SALE AND PURCHASE is made and entered into this day of , 2023, by and between LOIS J. BEHNKE, an unmarried widow, whose address is 107 Princess Cres, Sault St Marie, Ontario, Canada P613 3P4, (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 102, Naples, Florida 34112, (hereinafter referred to as "Purchaser"). WITNESSETH WHEREAS, Seller is the owner of that certain parcel of real property (hereinafter referred to as "Property"), located in Collier County, State of Florida, and being more particularly described in the Agreement for Sale and Purchase ("Agreement") approved by the Board of County Commissioners on September 13, 2022, Agenda Item No. 16.C.19, attached hereto as Exhibit "1" and made a part hereof by reference. WHEREAS, Purchaser and Seller are desirous of amending the agreement to extend the closing in light of title issues that will be resolvable in the near future. 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: Paragraph 3.01 of the Agreement is amended as follows: Ill. 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 (240) days following execution of this Agreement by the Purchaser, unless her extended by mutual written agreement of the parties hr©try or within thlrtV13_Q days of Purchaser's receipt of all closing documents whichever is the later. 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: Packet Pg. 1029 1 6.F.5.c CONSERVATION COLLIER Property Identification No. 39150400000 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. 3.0112 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. 2. With exception of the above -mentioned modifications, all terms of the Agreement for Sale and Purchase remain in full force and effect. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] [SIGNATURES APPEAR ON THE FOLLOWING PAGE] Packet Pg. 1030 CONSERVATION COLLIER Property Identification No. 39150400000 IN WITNESS WHEREOF, the parries hereto have signed below. Dated Project/Acquisition Approved by BCC: AS TO PURCHASER: ATTEST: CRYSTAL K. KINZEL, Clerk of the Circuit Court and Comptroller , Deputy Clerk AS TO SELLER: DATED: 2). Z� WITNESSES: (Printed acne)' (Signature) (Printed Name) Approv�q ys tojonr and legality: Ronald T. Tornasko, Assistant County Attorney BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA M BY: RICK LOCASTRO, Chairman LOIS J. BEHNKE Packet Pg. 1031 1 6.F.5.c AGE I of t CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 39150400000 AGREEMENT FOR SALE AND PURCHASE THIS AGREEMENT is made and entered into by and between LOIS J. BEHNKE, an unmarried widow, whose address is 107 Princess Cres, Sault St Marie, Ontario, Canada P6B 3P4, (hereinafter referred to as "Seller"), SellerEE), and COLLIER COUNTY, a political subdivision of the State of Florida, its successors and assigns, whose address is 3335 Tamiami Trail East, Suite 102, Naples, FL 34112, (hereinafter referred to as "Purchaser"). WITNESSETH WHEREAS, Seller is the owner of that certain parcel of real property (hereinafter referred to as "Propl Yn)' Exhibit d "A" CattacheduntyhereSoaandf made Floridas partb hereof by ng more particularly describe reference. WHEREAS, Purchaser is desetforth, and Selleirous of purchasing the Property, subject to the conditions is agreeable to such sale and to and other agreements hereinafter such conditions and agreements. NOW, THEREFORE, and fora � fter et forth alon of nd thethe premises and the respective sum of Ten Dollars ($10 QO), the undertakings of the parties he 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". 11. PAYMENT OF PURCHASE PRICE 2.01 The purchase price (the "Purchase Price") for the Property shall be Fifty" Seven Thousand Dollars and 00/100 dollars ($57,000.00), (U.S. Currency) payable at time of closing. Ill. _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 (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: Packet Pg. 1032 1 6.F.5.c CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 39150400000 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 Seiler 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. 3,0112 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 negotiable instrument (County Warrant) in an amount equal to the Purchase Price. No funds shall be disbursed to Seller until the Title Company verifies that the state of the title to the Property has not changed adversely since the date of the last endorsement to the commitment, referenced in Section 4.011 thereto, and the Title Company is irrevocably committed to pay the Purchase Price to Seller 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 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 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. Packet Pg. 1033 1 6.F.5.c CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 39150400000 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 p fi�edy taxes lrwill beosing occurs at prorated basedadate upon sucich the h prior current year's millage is no year's millage. IV. REQUIREMENTS AND CONDITIONS 4.01 Upon execution of this specified within this Article, perform the following within to the Closing; Agreement by both parties or at such other time as Purchaser and/or Seller, as the case may be, shall the times stated, which shall be conditions precedent 4.011 Within fifteen (15) days after the date hereof, Purchaser shall obtain as evidence of title an ALTA Commitment for an Owner's Title Insurance Policy (ALTA Form B-1970) covering the Property, together with hard copies of all exceptions shown thereon. Purchaser shall have thirty (30) days, following receipt of the title insurance commitment, to notify Seller in writing of any objection to title other than liens evidencing monetary obligations, if any, which obligations shall be paid at closing. If the title commitment contains exceptions that make tseinttelntionrtowaivelthe applicable conshall tigencies or to Seller written notice 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 dive such written notice of termination within the time periodprovideby Purchaser to accept the excs to title as shown in the title e 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 Packet Pg. 1034 1 6.F.5.c CONSERVATION COLLIER TAX IDENTIFICATION NUM9£R: 39150400000 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 t of opertyican be developed without any abnormal demucking, soilstabilization 2. There are no abnormal drainage or environmental requirements to the development of the Property. 3. The Properly is in compliance the Propertylth allls applicable romState and any pollution Federalor environmental laws and contamination. 4. The Property can be utilized for its intended use and purpose in the Conservation Collier program. 5.02 If Purchaser is not satisfied, for any reason whatsoever, with the results of any investigation, Purchaser shall deliver to Seller prior to the expiration of the Inspection Period, written notice of its intention to waive the applicable contingencies or to terminate this Agreement. if Purchaser fails to notify the Seller in writing of its specific objections as provided herein within the Inspection Period, it shall be deemed that the Purchaser is satisfied with the results of its investigations and the contingencies of this Article V shall be deemed waived. In the event Purchaser elects to terminate this Agreement because of the right of inspection, Purchaser shall deliver to Seller copies of all engineering reports and environmental and soil testing results commissioned by Purchaser with respect to the Property. 5.03 Purchaser and its agents, employees and servants shall, at their own risk and expense, have the right to g° upon boringsePrand opeall for other pnepose of essary surveying invest investigation. conducting site analyses, so O Packet Pg. 1035 1 6.F.5.c CONSERVATION COLLIER TAX IDENTIFICATION NUMBER; 39150400000 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 6.01 Seller acknowledges that the Purchaser, or its authorized agents, shall have the right to inspect the Property at any time prior to the Closing. VII. POSSESSION 7.01 Purchaser shall be entitled to full possession of the Property at Closing. Vlll. PRORATIONS 8.01 Ad valorem taxes next eand ayle, after amount of1ng on the 2021 taxes,roperty, shall and shall be be prorated at Closing based upon hegross paid by Seller. IX. TERMINATION AND REMEDIES 9.01 If Seller shall have failed to perform any of the covenants and/or agreements contained herein which are to be performed by Seller, within ten (10) days of written notification of such failure, Purchaser may, at its option, terminate this Agreement by giving written notice of termination to Seller. Purchaser shall have the right to seek and enforceall the fright #omseelksspeifbleperformance rfo mancelaw or in e oflty to th s a contract vendee, including Agreement. 9.02 The parties acknowledge that the remedies described herein and in the other provisions of this Agreemedn# provide into account the/ peculiar ari�sks ansufficient d expenses of es to each of the parties an each of the parties. X. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES 10.01 Seller and Purchaser represent and warrant the following: 10.011 Seller and Purchaser have full right and authority to enter into and to execute this Agreement nderand . to undertake Selfer is not pall all resently the subject f a ped ngtasks required of each hereunder. threatened or contemplated bankruptcy proceeding. 10.012 Seller has Property, and to Agreement and t consummate the authorizations an d full right, power, and authority to own and operate the execute, deliver, and perform its obligations under this he instruments executed in connection herewith, and to transaction contemplated hereby. All necessary approvals have been obtained authorizing Seller and Packet Pg. 1036 1 6.F.5.c CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 39150400000 Purchaser to execute and consummate the transaction contemplated hereby. At Closing, certified copies of such approvals shall be delivered to Purchaser and/or Seller, if necessary. 10.013 The warranties set forth in this paragraph shall be true on the date of this Agreement and as of the date of Closing. Purchaser's acceptance of a deed to the said Property shall not be deemed to be full performance and discharge of every agreement and obligation on the part of the Seller to be performed pursuant to the provisions of this Agreement. 10.014 Seller represents that It has no knowledge of any actions, suits, claims, proceedings, litigation or investigations pending or threatened against Seller, at law, equity or in arbitration before or by any federal, state, municipal or other governmental instrumentality that relate to this agreement or any other property that could, if continued, adversely affect Seller's ability to sell the Property to Purchaser according to the terms of this Agreement. %015 No party or person other than Purchaser has any right or option to acquire the Property or any portion thereof. 10.016 Until the date fixed for Closing, so long as this Agreement remains in force and effect, Seller shall not encumber or convey any portion of the Property or any rights therein, nor enter into any agreements granting any person or entity any rights with respect to the Property Or any part thereof, without first obtaining the written consent of Purchaser to such conveyance, encumbrance, or agreement which consent may be withheld by Purchaser for any reason whatsoever. 10.017 Seller represents 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 Packet Pg. 1037 1 6.F.5.c CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 39150400000 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 r affect theruserights of the Pra(othe pertyr than existing zoning regulations) that restrict o 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 sals suits, actions improvement bond issuances or proposals therefor, proposals for public assessments, pay -back agreements, paving agreements, road expansion or improvement agreements, utility moratoriums, use moratoriums, improvement moratoriums, administrative or other proceedings or governmental investigations or requirements, formal or informal, existing or pending or threatened which affects the Property or which adversely affects Seller's ability to perform hereunder; nor is there any other charge or expense upon or related to the Property which has not been disclosed to Purchaser in writing prior to the effective date of this Agreement. 10.021 Seller acknowledges and agrees that Purchaser is entering into this Agreement based upon Seller's representations stated above and on the understanding that Seller will not cause the zoning or physical condition of the Property to change from its existing state on the effective date of this Agreement up to and including the Date of Closing, Therefore, Seller agrees not to enter into any contracts or agreements pertaining to or affecting the Property and not to do any act or omit to perform any act which would change the zoning or physical condition of the Property or the governmental ordinances or laws governing same. Seller also agrees to notify Purchaser promptly of any change in the facts contained in the foregoing representations and of any notice or proposed change in the zoning, or any other action or notice, that may be proposed or promulgated by any third parties or any governmental authorities having jurisdiction of the development of the property which may restrict or change any other condition of the Property. 10.022 At the Closing, Seller shall deliver to Purchaser a statement (hereinafter called the "Closing Representative Statement") reasserting the foregoing representations as of the Date of Closing, which provisions shall survive the Closing. 10,023 Seller represents, warrants and agrees to indemnify, reimburse, defend and hold Purchaser harmless from any and all costs (including attorney's fees) asserted against, imposed on or incurred by Purchaser, directly or indirectly, pursuant to or in connection with the application of any federal, state, local or common law relating to pollution or protection of the environment which shall Packet Pg. 1038 1 6.F.5.c CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 39160400000 be in accordance with, but not limited to, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. Section 9601, et seq., ("CERCLA" or "Superfund"), which was amended and upgraded by the Superfund Amendment and Reauthorization Act of 1986 ("SARA"), including any amendments or successor in function to these acts. This provision and the rights of Purchaser, hereunder, shall survive Closing and are not deemed satisfied by conveyance of title. 10.024 Any loss and/or damage to the Property between the date of this Agreement and the date of Closing shall be Seller's sole risk and expense. XI. NOTICES 11.01 Any notice, request, demand, instruction or other communication to be given to either party hereunder shall be in writing, sent by facsimile with automated confirmation of receipt, or by registered, or certified mail, return receipt requested, postage prepaid, addressed as follows: If to Purchaser: 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 With a copy to: Cindy M. Erb, SR/WA, Senior Property Acquisition Specialist Collier County Real Property Management 3335 Tamiami Trail East, Suite 102 Naples, Florida 34112 Telephone number: 239-252-8917 Fax number: 239-252-8876 if to Seller: Lois Behnke 107 Princess Cres Sault Ste Marie, Ontario Canada P613 3P4 Telephone number: 705-942-2061 Fax number: N/A 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. Packet Pg. 1 9 1 6.F.5.c CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 39150400000 XII. REAL ESTATE BROKERS 12.01 Any and all brokerage commissions or fees shall be the sole responsibility of the Seller. Seller shall indemnify Purchaser and hold Purchaser harmless from and against any claim or liability for commission or fees to any broker or any other person or party claiming to have been engaged by Seller as a real estate broker, salesman or representative, in connection with this Agreement. Seller agrees to pay any and all commissions or fees at closing pursuant to the terms of a separate agreement, if any. XIII. MISCELLANEOUS 13.01 This Agreement may be executed in any manner of counterparts which together shall constitute the agreement of the parties. 13.02 This Agreement and the terms and provisions hereof shall be effective as of the date this Agreement is executed by both parties and shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal representatives, successors, successor trustee, and assignees whenever the context so requires or admits. 13.03 Any amendment to this Agreement shall not bind any of the parties hereof unless such amendment is in writing and executed and dated by Purchaser and Seller. Any amendment to this Agreement shall be binding upon Purchaser and Seller as soon as it has been executed by both parties. 13.04 Captions and section headings contained in this Agreement are for convenience and reference only; in no way do they define, describe, extend or limit the scope or intent of this Agreement or any provisions hereof. 13.05 All terms and words used in this Agreement, regardless of the number and gender in which used, shall be deemed to include any other gender or number as the context or the use thereof may require. 13.06 No waiver of any provision of this Agreement shall be effective unless it is in writing signed by the party against whom it is asserted, and any waiver of any provision of this Agreement shall be applicable only to the specific instance to which it is related and shall not be deemed to be a continuing or future waiver as to such provision or a waiver as to any other provision. 13.07 If any date specified in this Agreement falls on a Saturday, Sunday or legal holiday, then the date to which such reference is made shall be extended to the next succeeding business day. 13.08 Seller is aware of and understands that the offer to purchase represented by this Agreement is subject to acceptance and approval by the Board of County Commissioners of Collier County, Florida. Packet Pg. 1040 1 6.F.5.c CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 39150400000 13.09 If the Seller holds the Property in the form of a partnership, limited partnership, corporation, trust or any form of representative capacity whatsoever for others, Seller shall make a written public disclosure, according to Chapter 286, Florida Statutes, under oath, of the name and address of every person having a beneficial interest in the Property before Property held in such capacity is conveyed to Collier County. (If the corporation is registered with the Federal Securities Exchange Commission or registered pursuant to Chapter 517, Florida Statutes, whose stock is for sale to the general public, it is hereby exempt from the provisions of Chapter 286, Florida Statutes.) 13.10 This Agreement is governed and construed in accordance with the laws of the State of Florida. XIV. ENTIRE AGREEMENT 14.01 This Agreement and the exhibits attached hereto contain the entire agreement between the parties, and no promise, representation, warranty or covenant not included in this Agreement or any such referenced agreements has been or is being relied upon by either party. No modification or amendment of this Agreement shall be of any force or effect unless made in writing and executed and dated by both Purchaser and Seller. Time is of the essence of this Agreement. IN WITNESS WHEREOF, the parties hereto have signed below. Dated Project/Acquisition Approved by BCC:_ � 2 2 ,C T PURCHASER: S•3 i,,�ti,•..1'i as bRYSTAL K NZEL, Clerk of the C}r..cuit Cbi and Comptroller P 1.•ryw ftljat 0 1 i!' ,att-�_ , Deputy Clerk Anwroved�� ArtAano legality; imm Assistant Ca my Attorney BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA BY: WILLIIA L. MCDANIEL, JR., Chairman 10 a Packet Pg. 1041 1 6.F.5.c CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 33fr00000d AS TD SEDER: DATED:, WITNESS S: ts�s"`"UfQ� i diS J. BEHNKE 11 Packet Pg. 1042 1 6.F.5.c CONSERVATION COLLIER TAX IDENTIFICATION NUMBER; 38950400000 EXHIBIT "A" PROPERTY IDENTIFICATION NUMBER: 39150400000 LEGAL DESCRIPTION: THE WEST 75 FEET OF THE WEST 150 FEET OF TRACT NO. 90, GOLDEN GATE ESTATES, UNIT 47, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 7, PAGE 32, OF THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA. 1.14 acres 12 Packet Pg. 1043 1 6.F.5.d CONSERVATION COLLIER Properly Identification Nos. 38848120004 & 39150960003 FIRST AMENDMENT TO AGREEMENT FOR SALE AND PURCHASE THIS FIRST AGREEMENT TO AGREEMENT FOR SALE AND PURCHASE is made and entered into this day of , 2023, by and between DAVID JOYCE and D&J INVESTORS, LLC, whose address is 970 Nottingham Drive, Naples, FL 34109-1650 (hereinafter referred to as "Sellers"), 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 are the owners of a certain parcel of real property (hereinafter referred to as "Property"), located in Collier County, State of Florida, and being more particularly described in the Agreement for Sale and Purchase ("Agreement") approved by the Board of County Commissioners on September 13, 2022, Agenda Item No. 16C18, attached hereto as Exhibit "1" and made a part hereof by reference. WHEREAS, Purchaser and Sellers are desirous of amending the agreement to extend the closing in light of title issues that will be resolvable in the near future. 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: Paragraph 3.01 of the Agreement is amended as follows: III. CLOSING 3.01 The Closing (THE "CLOSING DATE", "DATE OF CLOSING", OR "CLOSING") of the transaction shall be held on or before June 9, 2023, two hundred and forty (240) days following exeGution of this Qnf by he greeF ent of the PaFtie6 -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 Sellers 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 Sellers 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: Packet Pg. 1044 1 6.F.5.d CONSERVAT[ON COLLIER Properly Identification Nos. 3BB48120004 & M60960003 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. 3.0112 Combined Purchaser -Sellers 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. 2. With exception of the above -mentioned modifications, all terms of the Agreement for Sale and Purchase remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have signed below. Dated Project/Acquisition Approved by BCC: AS TO PURCHASER: ATTEST: CRYSTAL K. KINZEL, Clerk of the Circuit Court and Comptroller , Deputy Clerk BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA Rick LoCastro, Chairman Packet Pg. 1045 1 6.F.5.d CONSERVATION COLLIER Property IdenUfteifon Not, 38848120M & 391lf M0003 S JO SELLS :/ DATED: WITNESSES: OW-4 M•Sa' (signature) au" stjk4o' [u. 4rc-S &A (Printed Name) (S g aturo) I-O &,,A �16- k Xff(; C (Prints Name) (signature) (Printed Name) ( store) (Prints Neme) Approved as to form and legality: Ronald T. Tomaako, Assistant County Attomey B �� � �DAVID JOYCE, Individually D & J INVESTORS, LLC, a Florida limited liability company :� P 0v./ By: DAVID G. JOYCE , as its Manager D & J INVESTORS, LLC, a Florida limited ability company s� By: JEFqREff PA. FONTIER, as its Manager Q Packet Pg. 1046 1 6.F.5.d CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 38848120004 h 39160960003 AGREEMENT FOR SALE AND PURCHASE THIS AGREEMENT is made and entered into by and between DAVID JOYCE AND D & J NAPLES INVESTORS, LLC, whose address Is 970 Nottingham Drive, Naples, FL 341p9_1650, (hereinafter referred to as "Seller"), and COLLIER COUNTY, a political Trail East, Suite 1102, Naples, rs 34112nd 51(herei af�terwhose address rrefer referred 36 Tomiaml as Tamia "Purchaser"). WITNESSETH WHEREAS, Seller Is the owner of certain parcels 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 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". Il. PAYMENT OF PURCHASE PRICE 2.01 The purchase price (the "Purchase Price") for the Property shall be Ninety - Two Thousand Dollars and 001100 dollars ($92,000,00), ( Y payable at time of closing. The breakdown of the purchase price for each parcels is, Tax Id #: 38848120004.............$62,000 (2.27 acres) Tax Id ##: 39150960003.............$40,000 (1,14 acres) 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 (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 Tamiaml Trail East, Naples, Florida. The procedure to be followed by the parties in connection with the Closing shall be as follows; +ExtiIBIT PAGE__ I __�OF ��C3 Packet Pg. 1047 1 6.F.5.d CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 38848120004 & 39160960003 3,011 Seller shalt 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; I I 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. I i (b) Such other easements, restrictions or conditions of record, 3,0112 Combined Purchaser -Seller closing statement. 3,0113 A "Gap," Tax Proration, Owner's and Non -Foreign Affidavit," as required by Section 1446 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-S 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 negotiable instrument (County Warrant) in an amount equal to the Purchase Price. No funds shall be disbursed to Seller until the Title Company verifies that the state of the title to the Property has not changed adversely since the date of the last endorsement to the commitment, referenced in Section 4.011 thereto, and the Title Company is irrevocably committed to pay the Purchase Price to Seiler 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 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 Sellees title to the Property. The cost of the Owner's Form B Title Policy, issued on 4.011 pursuanter, the commitment The cost of the titleovided for in commitmenthallialso be paid by,shall be Purch Purchaser. by Purchaser, e. Prop Purchaser shall befor the cost proratedbased onctheing the cur current year'sAtaDewtl Property h duew EXHOT Packet Pg. 1048 1 6.F.5.d i CONSERVATION COLLIER TAX IDENTIFICATION NUMBER. 38MO120004 & 38150960003 allowance made for maximum allowable discount, homestead and any other applicable r'se milla ne Isnnot fixed, taxeisrwill beoprorat d bas daupon uch prior current year 11 year's millage. IV. REQUIREM NTS AND CO DITIONS 4.01 Upon execution of this Agreement by both parties or at such other time as specified within this Article, Purchaser and/or Setter, as the case may be, shall perform the following within the times stated, which shall be conditions precedent to the Closing; 4.011 Within fifteen (15) days after the date hereof, Purchaser shall obtain as evidence of title an ALTA Commitment for an Owner's Title Insurance Policy (ALTA Form B-1970) covering the Property, together with hard copies of all exceptions shown thereon. Purchaser shall have thirty (30) days, following receipt of the title insurance commitment, to notify Seller in writing of any objection to title other than liens evidencing monetary obligations, If any, which obligations shall be paid at closing. If the title commitment contains exceptions that make the title unmarketable, Purchaser shall deliver to the Seller written notice of its intention to waive the applicable contingencies or to terminate this Agreement. 4.012 If Purchaser shall fail to advise the Seller in writing of any such objections In Seller's title in the manner herein required by this Agreement, the title shall be deemed acceptable. Upon notification of Purchase's objection to title, Seller shall have thirty (30) days to remedy any defects in order to convey good and marketable title, except for liens or monetary obligations which will be satisfied at Closing. Seller, at its sole expense, shall use its best efforts to make such title good and marketable. In the event Seller Is unable to cure said objections within said time period, Purchaser, by providing written notice to Seller within seven (7) days after expiration of said thirty (30) day period, may accept title as it then is, waiving any objection; or Purchaser may terminate the Agreement. A failure by Purchaser to give such written notice of termination within the time ce t the exceptionseriod provided herein shall be deemed an election Purchaser to pions to title as shown in the t t e 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 I current survey of the Property prepared by a surveyor licensed by the State of C Florida. No adjustments to the Purchase Price shall be made based upon any c 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 a Florida surveyor, shows: (a) an encroachment onto the property; or (b) that an c improvement located on the Property projects onto lands of others, or (c) lack : w of legal access to a public roaday, 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 rzww- CV, Packet Pg. 1049 1 6.F.5.d CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 38848120004 & 39150980003 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. 6.02 If Purchaser is not satisfied, for any reason whatsoever, with the results of any investigation, Purchaser shall deliver to Seller prior to the expiration of the Inspection Period, written notice of its intention to waive the applicable contingencies or to terminate this Agreement. If Purchaser fails to notify the Seller in writing of its specific objections as provided herein within the Inspection Period, it shall be deemed that the Purchaser is satisfied with the results of its investigations and the contingencies of this Article V shall be deemed waived. In the event Purchaser elects to terminate this Agreement because of the right of inspection, Purchaser shall deliver to Seller copies of all engineering reports and environmental and soil testing results commissioned by Purchaser with respect to the Property. 5.03 Purchaser and its agents, employees and servants shall, at their own risk and expense, have the right to go upon the Property for the purpose of surveying and conducting site analyses, soil borings and all other necessary Investigation. Purchaser shall, in performing such tests, use due care. Seller shall be notified by Purchaser no less than twenty-four (24) hours prior to said inspection of the Property. EXHIBIT i�►Gt;��_d � �p,0 T Packet Pg. 1050 1 6.F.5.d CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 34840120004 & 39160980003 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. VII. POSSESSION 7,01 Purchaser shall be entitled to full possession of the Property at Closing. Vill. PRORATIONS 8.U1 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. TERMINATION AND REMEDIES 9.01 if Seller shall have failed to perform any of the covenants and/or agreements contained herein which are to be performed by Seller, within ten (10) days of written notification of such failure, Purchaser may, at its option, terminate this Agreement by giving written notice of termination to Seller. Purchaser shall have the right to seek and enforce all rights and remedies available at law or in equity to a contract vendee, including the right to seek specific performance of this Agreement. 9.02 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. SELt ER'S AND pURGHASER'S REPRESENTATIONS AND WARRANTIES 10.01 Seller and Purchaser represent and warrant the following, 10.011 Seller and Purchaser have full right and authority to enter into and to execute this Agreement and to undertake all actions and to perform all tasks required of each hereunder. Seller is not presently the subject of a pending, threatened or contemplated bankruptcy proceeding. 10.012 Seller has full right, power, and authority to own and operate the Property, and to execute, deliver, and perform its obligations under this Agreement and the instruments executed in connection herewith, and to consummate the transaction contemplated hereby. All necessary authorizations and approvals have been obtained authorizing Seller and Purchaser to execute and consummate the transaction contemplated hereby. At Closing, certified copies of such approvals shall be delivered to Purchaser and/or Seller, If necessary. 10,013 The warranties set forth In this paragraph shall be true on the date of this Agreement and as of the date of Closing. Purchaser's ac eptance of a a 5 >?~xl'ItBI�� &d Q PAGE_ CiP= Packet Pg. 1051 1 6.F.5.d CONSERVATION COLLIER TAX IDENTIFICATION NUMBER; 38648170004 d 39150960003 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. 10A14 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. 1o.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 Properly or any part thereof, without first obtaining the written consent of Purchaser to such conveyance, encumbrance, or agreement which consent may be withheld by Purchaser for any reason whatsoever. 10.017 Seller represents that there are no incinerators, septic tanks or cesspools on the Property; all waste, if any, is discharged into a public sanitary sewer system; Seller represents that they have (it has) no knowledge that any pollutants are or have been discharged from the Property, directly or indirectly into any body of water. Seller represents the Property has not been used for the production, handling, storage, transportation, manufacture or disposal of hazardous or toxic substances or wastes, as such 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. Seiler 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. Seiler represents none of the Property has been used as a sanitary landfill. 1 o.m 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 compiled. 6 I�EXIVIOT PAGE OF —Li:— Packet Pg. 1052 1 6.F.5.d CONSERVATION COLLIER TAX IDENTIFICATION NUMBER! 38848120004 & 39150960003 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 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 the effective date of this Agreement. 10.021 Seller acknowledges and agrees that Purchaser is entering into this Agreement based upon Seiler'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. Seiler 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 Seiler 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., ("CERCIA" 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, w ;KI.1b0lT �p a Packet Pg. 1053 1 6.F.5.d CONSERVATION COLLIER TAX IDENTIFICATION NUM13rcR: 36846120004 & 39160960003 10.024 Any loss and/or damage to the Property between the date of this Agreement and the date of Closing shall be Seller's sole risk and expense. XI, NOTICES 11.01 Any notice, request, demand, instruction or other communication to be given to either party hereunder shall be In writing, sent by facsimile with automated confirmation of receipt, or by registered, or certified mail, return receipt requested, postage prepaid, addressed as follows: If to Purchaser: 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 With a copy to: Cindy M. Erb, SR/WA, Senior Property Acquisition Specialist Collier County Real Property Management 3335 Tamiami Trail East, Suite 102 Naples, Florida 34112 Telephone number: 239-252-8917 Fax number: 239-252-BB76 if to Seiler: David Joyce D & J Naples Investors, LLC 970 Nottingham Drive Naples, FL 34109-1650 Telephone number: 239-404-9417 Fax number: NIA 11.02 The addressees and numbers for the purpose of this Article may be changed by either party by giving written notice of such change to the other party in the manner provided herein. For the purpose of changing such addresses or addressees only, unless and until such written notice is received, the last addressee and respective address stated herein shall be deemed to continue in effect for all purposes. XII. REAL ESTATE BROKERS 12.01 Any and all brokerage commissions or fees shall be the sole responsibility of the Seiler. 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. � ��XWi81T p,0 Pat31~..�OF G Packet Pg. 1054 1 6.F.5.d CONSERVATION COLLIER TAX MENTIMATION NUMBER! 38846120004 & 39150960003 X111. MISCELLANEOUS 13.01 This Agreement may be executed in any manner of counterparts which together shall constitute the agreement of the parties, 13.02 This Agreement and the terms and provisions hereof shall be effective as of the date this Agreement is executed by both parties and shall Inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal representatives, successors, successor trustee, and assignees whenever the context so requires or admits. 13.03 Any amendment to this Agreement shall not bind any of the parties hereof unless such amendment is in writing and executed and dated by Purchaser and Seller. Any amendment to this Agreement shall be binding upon Purchaser and Seiler 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 ether gender or number as the context or the use thereof may require. 13.06 No waiver of any provision of this Agreement shall be effective unless it is In writing signed by the party against whom it is asserted, and any waiver of any provision of this Agreement shall be applicable only to the specific instance to which it is related and shall not be deemed to be a continuing or future waiver as to such provision or a waiver as to any other provision. 13,07 If any date specified in this Agreement falls on a Saturday, Sunday or legal holiday, then the date to which such reference is made shall be extended to the next succeeding business day. 13.08 Seller is aware of and understands that the "offer" to purchase represented by this Agreement is subject to acceptance and approval by the Board of County Commissioners of Collier County, Florida. 13.05 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 617, 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. rWXI ilt3i7 GAO Q PACE Packet Pg. 1055 1 6.F.5.d CONSERVATION COLLIER TAX IDENTIFICATION NUMBER* 38849120004 & 39150960003 XIV. ENTIRE AGREEMENT 14.01 This Agreement and the exhibits attached hereto contain the entire agreement between the parties, and no promise, representation, warranty or covenant not included In this Agreement or any such referenced agreements has been or is being relied upon by either party. No modification or amendment of this less made In daAgreementbyoth Purchaser haser and Sellerof any force or, Time ffect Is of the essenceting and executed of this Agreement,and dated by IN WITNESS WHEREOF, the parties hereto have signed below. Dated Project/Acquisition Approved by BCC: 2-07"7-- f �Pim ASbTlIhPURCHASER: AVE$11 AINZEL, Clerk of the CfCUt ' dbd Comptroller o ,4s i0 vh-3i ' �fl'S ,Deputy Clerk BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA BY: WILLIAL.MNIEL, JR., C airman e-4-10 i \�\ 10 PAGE- .vr �p C Packet Pg. 1056 1 6.F.5.d CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 38848120004 & 39180960003 AS TO SELLER: DATED: % 2 S� Z Z- WITNESSES: (signature) (Printed Name) (Sig lure) (Print am (SSignature) (Printed ame) (Sign ure) (Printed e) (Signature) J� JA&V (Printed Name) (Sig ure) �r (Prints Name) r A DAVID JOYC D & J INVESTORS, LLC, a Florida limited limited liability company OA-- 4JEFE4 FO IER, as its Manager D & J INVESTORS, LLC, a Florida limited limited liability company DAVID G. JOYCE, a it Ma ger e2XHU3IT za PAGE_ 1 -_O op Packet Pg. 1057 1 6.F.5.d CONSERVATION COLLIER TAX IDENTIFICATION NUMBER: 3BB48120004 & 39150960003 EXHIBIT "A" PROPERTY IDENTIFICATION NUMBER: 39150960003 LEGAL. DESCRIPTION: THE WEST 75 FEET OF TRACT NO. 95, GOLDEN GATE ESTATES, UNIT 47, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 7, PAGE 32, OF THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA. (1.14 acres) AND PROPERTY IDENTIFICATION NUMBER: 38848120004 LEGAL DESCRIPTION; THE WEST 150 FEET OF TRACT NO. 93, GOLDEN GATE ESTATES, UNIT 42, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 7, PAGE 27, OF THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA. (2.27 acres) is XNN3LT 12 ItiAGL: QF_L o Packet Pg. 1058