Resolution 2023-178 RESOLUTION 2023- 178
A RESOLUTION OF THE COLLIER COUNTY BOARD
OF COUNTY COMMISSIONERS AMENDING
RESOLUTION 2008-331, AS AMENDED, RELATING TO
THE STEWARDSHIP SENDING AREA WITH A
DESIGNATION AS "CLH SSA 14", BY APPROVING THE
EXTENSION OF CERTAIN DATES TO NOVEMBER 18,
2025 IN THE AMENDED AND RESTATED
STEWARDSHIP SENDING AREA CREDIT AGREEMENT
AND AMENDED AND RESTATED ESCROW
AGREEMENT FOR CLH SSA 14
WHEREAS, on November 18, 2008, by Resolution No. 2008-331, the Board of
County Commissioners ("Board") created a Stewardship Sending Area with a designation
of "CLH SSA 14" and entered into a Credit Agreement, Easement Agreement and
Escrow Agreement with Collier Land Holdings, Ltd.; and
WHEREAS, on September 10, 2013, by Resolution No. 2013-199, the Board
approved an amendment to the Credit Agreement and Easement Agreement to extend
certain dates by one (1) year; and
WHEREAS, on September 23, 2014, by Resolution No. 2014-186, the Board
approved the Second Amendment to the Credit Agreement and Easement Agreement,
which Second Amendments extended the date by which the SSA 14 Stewardship Credits
must be exchanged for development of Longwater Village Stewardship Receiving Area
to November 18, 2017 ("Deadline"); and
WHEREAS, on October 10, 2017, by Resolution No. 2017-184, the Board
approved the Third Amendment to the Credit Agreement and Easement Agreement,
which Third Amendment extended the exchange date to November 18, 2020; and
WHEREAS, on October 27, 2020, by Resolution No. 2020-189, the Board
approved the Fourth Amendment to the Credit Agreement and Easement Agreement,
which Fourth Amendment extended the date to November 18, 2021; and
WHEREAS, on April 13, 2021, by Resolution No. 2021-82, the Board of County
Commissioners approved an amendment to CLH SSA 14 removing .6± acres from the
SSA, redesignating 1,712.9± acres as CLH SSA 14, removing additional land use layers;
providing restoration credits, establishing the number of stewardship credits generated by
the Amended and Restated Stewardship Sending Area Credit Agreement for CLH SSA
14, Amended and Restated Stewardship Sending Area Easement Agreement for CLH
[23-LDS-00286/1814600/1]17 1 of 2
SSA#14-6th Extension INSTR 6467022 OR 6298 PG 1752
9/8/23 RECORDED 10/20/2023 9:39 AM PAGES 8
CLERK OF THE CIRCUIT COURT AND COMPTROLLER
COLLIER COUNTY FLORIDA
REC$69.50
SSA 14, and Amended and Restated Escrow Agreement, and extending the exchange
date to November 18, 2023 (the Fifth Amendment); and
WHEREAS, Collier Land Holdings, Ltd., represented by Richard Yovanovich,
Esquire of Coleman, Yovanovich and Koester PA requested an extension of certain
timeframes to November 18, 2025 in the Amended and Restated Credit Agreement and
Amended and Restated Escrow Agreement; and
WHEREAS, the Board of County Commissioners agrees to the requested
extension.
NOW, THEREFORE,be it resolved by the Board that:
1. The First Amendment to the Amended and Restated Credit Agreement for CLH SSA
14, attached hereto as Exhibit 1, is hereby approved.
2. The First Amendment to Amended and Restated Escrow Agreement for CLH SSA
14, attached hereto as Exhibit 2, is hereby approved.
THIS RESOLUTION ADOPTED this 'u day of 0C-1! 4CX 2023,
after a Motion, second and majority vote favoring same.
ATTEST:
CRYSTAL K. KINZEL, CLERK BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA By:-' (. Wu'.)-4----Th; - (1-,'-ki \ "6-ifidAtkigt By: T47
v ' ty Clerk
Attest as to pa Rick LoCastro, Chairman
'. signature only: '
Approved as t6 foot and legality:
(ljt d, A_
- 0\,1:1-)
Heidi Ashtto"'nnnn-Cicko 0\1%
Managing Assistant County Attorney
Exhibits:
Exhibit 1 — First Amendment to Amended and Restated Stewardship Sending Area
Credit Agreement(Sixth Amendment to Original Credit Agreement)
Exhibit 2—First Amendment to Amended and Restated Stewardship Sending Area
Escrow Agreement (Sixth Amendment to Original Escrow Agreement)
[23-LDS-00286/1814600/1]17 2 of 2
SSA#14-6th Extension
9/8/23
Exhibit 2
SIXTH AMENDMENT TO
ESCROW AGREEMENT
(CLH SSA 14)
TARS SIXTH AMENDMENT TO ESROW AGREEMENT ("Amendment") is made as of
the /0 day of do k h e-*' , 2023, by and between COLLIER COUNTY, a political
subdivision of the State of Florida ("County"), Collier Land Holdings, Ltd/. A Florida Limited
Partnership ("CLH"), Gargiulo, Inc., a Foreign Profit Corporation ("Gargiulo"), hereinafter
individually and jointly referred to as "Owner" and COLEMAN, YOVANOVICH & KOESTER,
P.A., (The"Escrow Agent.The County, CLH, and Escrow Agent are collectively referred to herein
as the "Parties".
RECITALS
WHEREAS, Collier County, CLH and ESCROW Agent's Predecessor entered into an
Escrow Agreement on November 18, 2008, as subsequently amended, pertaining to the
Stewardship Sending Area designated as CLH SSA 14 ("Escrow Agreement"); and
WHEREAS, on September 10, 2013, by Resolution No. 2013-199, the County approved
the First Amendment to the Escrow Agreement to extend certain dates by one (1) year; and
WHEREAS, on September 23, 2014, by Resolution No. 2014-186, the County approved
the Second Amendment to Escrow Agreement, which Second Amendment extended the date by
CLH must deliver certain approvals to Escrow Agent to November 18, 2017 ("Deadline"); and
WHEREAS, on October 10, 2017,by Resolution No. 2017-184,the County approved,the
Third Amendment to Escrow Agreement extended the Deadline to November 18, 2020; and
WHEREAS, on October 27, 2020, the County by Resolution No. 2020-189 approved the
Fourth Amendment to Escrow Agreement, which extended the date to November 18, 2021; and
WHEREAS, on April 13, 2021, the County by Resolution No. 2021-82 approved an
amendment to CLH SSA 14 removing 0.6±acre from the boundary, re-designating 1,712.9±acres
as CLH SSA 14, removing additional land use layers, providing restoration credits, and
establishing the number of stewardship credits generated CLH SSA 14 by amending and restating
the Escrow Agreement (the Fifth Amendment) and thereby extending the Deadline to November
18, 2023; and
WHEREAS,due to the complexity of the regulatory regime and the multiple governmental
and quasi-governmental actors involved in such approvals, the parties desire to extend the
Deadline, as more particularly set forth herein.
Page 1 of 6
(words stuck thu are deleted and words added are underlined)
AGREEMENTS
NOW, THEREFORE in consideration of the mutual promises and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1. The above recitals are true and correct and incorporated herein by reference.
2. Paragraph 3 of the Escrow Agreement is amended to read as follows:
3. The Escrow Agent shall deliver the original Documents to the County for
recording in the public records of Collier County within thirty (30) days of
presentment of the following by CLH:
a. An approved SRA for the Town of Big Cypress
SRA which requires the exchange of Stewardship Credits from CLH SSA
14 for the additional residential and non-residential entitlements; and
b. All necessary final and non-appealable development orders, permits, or
other discretionary approvals necessary to construct the Longwatcr Village
SRA Town of Big Cypress SRA consistent with the provisions of Section
4.08.07 of the Collier County Land Development Code; and
In the event the approvals referenced above in this section are not delivered to the
Escrow Agent on or before November 18, 2023 November 18, 2025, this Escrow
' Agreement shall terminate and the original Documents shall be returned to CLH
and Gargiulo. If a challenge and/or appeal of a necessary development order,permit
or other discretionary approval is filed, CLH and County may elect to extend the
Escrow Agreement by written agreement until the challenge or appeal is finally
resolved. If the challenge or appeal is not resolved such that the construction may
commence under terms acceptable to CLH, CLH may within 180 days of the final
disposition of the challenge or appeal terminate this Escrow Agreement.
3. Except as amended herein, the amended and restated Escrow Agreement dated April
13, 2021 remains in full force and affect.
4. Executed counter-part copies of the original of this document shall be treated as if the
originals were so executed and shall bind the executing party and shall have the same
force and effect as the original. Execution of this Agreement by facsimile shall be
treated as an original.
Page 2 of 6
(words stucku are deleted and words added are underlined)
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by
their duly authorized officers or representatives and their official seals hereto affixed the day and
year first written above.
ATTEST: BOARD OF COUNTY COMMISSIONERS
CRYSTAL K. KINZEL, CLERK COLLIER COUNTY, FLORIDA
By: J �.
I Clerk Chairman's LoCastro, Chairman
Attest as to
nature only.
,
bE� � si..
Approved as to form and Ir cia Is f y
Legal-sttffriensy:
4-, di A
Heidi Ashton-Cicko, Managing Assistant County Attorney
Signatures continue on the following pages.
Page 3 of 6
(words stuck thu are deleted and words added are underlined)
WITNESS: COLLIER LAND HOLDINGS, LTD.
A-I a Florida Limited Partnership
By: Christian Spilker, President of Tarpon
(Signature) Blue CE Management, LLC
A Delaware limited liability company,
to c o,- y _ it's General Partner
(Print full name) By: 11
Printed Name: OnVICAW Gpttictir
itlati4+( 0104'/V IY l 6ah Title: lael,Q,h-t
Signature) �-(
LAMV11011/110( (AltiVia Mb la;
(Print full name)
STATE OF FLORIDA
COUNTY OF COLLIER
The foregoing Amendment to the Stewardship Sending Area Credit Agreement was executed
be ore me b means of ✓ physical presence or online notarization this 13 day of
, 2023, by (lnVlqtlOth t( , as PW VI edit{' of
Tarpo Blue CE Management, LLC.,the general partner of Collier Land Holdings, Ltd., a
Florida limited partnership, said person being personally known to me.
U411471116(
Notary Public
Name: �� r1Wr 406
�'; s Certificate No.
'';;;` '; LAUREW TAYLOR CLgRf(E MORALES My Commission expires:
*` :*i co.....,i scion#HH"�'��_P, 261093
%: i,E,o",., Expires May 4,2026
Page 4 of 6
(words stuck thu are deleted and words added are underlined)
WITNESS: GARGIULO, INC.
a Foreign Profit Corporation
(Signature) By: mnYitrG te1 `� �
Printed N me: 4J etfiq-e l; )S tt t-s
Title: rar(.f,
(Print full name)
1dliay acam Q
(Signature)
l da 1,1 -V-Lt (t.c
(Print full name)
STATE OF FLORIDA
COUNTY OF COLLIER
The foregoing Amendment to the Stewardship Sending Area Credit Agreement was executed
before me by means of V physical presence or online notarization this I'HI)day of
Sep•!-eMFbp( , 2023, by lvt,cvAel YJ. Sv11(van , as ?resident /CEO of
Gargiulo, Inc., said person being personally known to me.
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Page 5 of 6
(words stuck thu are deleted and words added are underlined)
ESCROW AGENT:
COLEMAN,YOVANOVICH& KOESTER, P.A.
4
By: Richard D.Yovanovich, Esq.
Its: '!•u.
Date: 911$ tD2'?
Page 6 of 6
(words stuck thu are deleted and words added are underlined)
Exhibit 1
SIXTH AMENDMENT TO
STEWARDSHIP SENDING AREA CREDIT AGREEMENT
(CLH SSA 14)
THIS SIXTH AMENDMENT TO STEWARDSHIP SENDING AREA CREDIT
AGREEMENT (hereinafter referred to as the "Amendment") is made and entered into this /O'
day of O.s{01-ye K , 2023,by and between COLLIER COUNTY,a political subdivision of the
State of Florida, hereinafter referred to as "County,"whose mailing address is the Harmon Turner
Building, 3299 East Tamiami Trail, Naples, Florida 34112 and Collier Land Holdings, Ltd. A
Florida Limited Partnership ("CLH")whose mailing address is 999 Vanderbilt Beach Road, Suite
507,Naples, Florida 34108, and Gargiulo, Inc., a Foreign Profit Corporation ("Gargiulo") whose
mailing address is 15000 Old U.S. 41 North, Naples, Florida 34110, hereinafter individually and
jointly referred to as "Owner" for the purposes of extending certain dates.
WITNESSETH:
WHEREAS, Owner submitted, and the County reviewed, a SSA Designation Application
filed with the County on May 27, 2008 for the CLH SSA 14 land; and
WHEREAS, the County and Owner entered into a Stewardship Sending Area Credit
Agreement("CDC SSA 14") on November 18, 2008 ("Agreement"); and
WHEREAS, on September 10, 2013, by Resolution No. 2013-199, the County approved
an amendment to the Agreement to extend certain dates by one (1)year; and
WHEREAS, on September 23, 2014, by Resolution No. 2014-186, the County approved
the Second Amendment to Agreement,which Second Amendment extended the date by which the
SSA 14 stewardship credits must be exchanged for development to November 18, 2017
("Deadline"); and
WHEREAS,on October 10,2017,by Resolution No. 2017-184,the County approved,the
County approved the Third Amendment to Agreement, which Third Amendment extended the
Deadline to November 18, 2020; and
WHEREAS,on October 27, 2020, by Resolution No. 2020-189,the County approved the
Fourth Amendment to Agreement, which Fourth Amendment extended the Deadline to November
18, 2021; and
WHEREAS, on April 13, 2021, the County approved an amendment to CLH SSA 14
removing 0.6±acre from the boundary,by Resolution No.2021-82, re-designating 1,712.9±acres
as CLH SSA 14, removing additional land use layers, providing restoration credits, and
establishing the number of stewardship credits generated CLH SSA 14 by amending and restating
the Agreement(the Fifth Amendment)and thereby extending the Deadline to November 18, 2023;
and
Page 1 of 5
(words struck through are deleted and words added are underlined)
WHEREAS,due to the complexity of the regulatory regime and the multiple governmental
and quasi-governmental actors involved in such approvals, the parties desire to extend the
Deadline, as more particularly set forth herein.
NOW,THEREFORE in consideration of the above premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and in further
consideration of the mutual covenants contained herein, the parties agree as follows:
1. The above recitals are true and correct and incorporated herein by reference.
2. Paragraph 8 of the Stewardship Sending Area Credit Agreement (CLH SSA 14) is
amended to read as follows:
8. Restriction on Land Use Amendments.
Upon designation of the land described in Exhibit "A" as an SSA, the
Owner shall not seek or request, and the County shall not grant nor approve, any
increase in the density or any additional uses beyond those specified in this
Agreement. Six hundred sixty two and nine tenths(662.9)acres of the lands subject
to this Agreement are within a Habitat Stewardship Area (HSA) and one thousand
forty eight and two tenths (1,048.2) acres of the lands subject to this Agreement are
within a Flow-Way Stewardship Area (FSA) and nine tenths (0.9) acre of Water
Retention Area (WRA) depicted on the RLSA Overlay Map, officially entitled
"Collier County Rural and Agricultural Area Assessment Stewardship Overlay
Map".Upon designation of these lands as an SSA,the Owner shall neither seek nor
request, and the County shall not in violation of Sections 4.08.06, thereafter grant
or approve any expansion or conversion of agricultural land uses. Notwithstanding
any condition herein to the contrary, this Agreement and the Stewardship easement
shall terminate on November 18, 2023 November 18, 2025 unless the CLH SSA 14
Stewardship Credits have been exchanged for Town of Big
Cypress SRA, and Longwatcr Village SRA Town of Big Cypress SRA has received
all necessary final and non-appealable local, state and federal permits other than a
plat, site-development plan or building permits necessary to construct
Village SRA Town of Big Cypress SRA. All affirmative obligations and negative
covenants contained in this Agreement and the Stewardship Easement shall be null
and void upon such termination without further action from the parties hereto.Upon
such termination the land shall revert to its underlying zoning classification as of
the date of the original Agreement, free and clear of any encumbrance from the
Stewardship Easement. If requested by the Owner, Collier County shall provide a
written release and termination of this Agreement and the Stewardship Easement
for recording in the public records within fifteen (15) days of the request from the
owner. Collier County shall update the overlay map to reflect the termination of
CLH SSA 14 or any SRA.
3. Except as amended herein, the amended and restated Credit Agreement shall remain in
full force and effect.
Page 2 of 5
(words struck through are deleted and words added are underlined)
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by
their duly authorized officers or representatives and their official seals hereto affixed the day and
year first written above.
ATTEST: BOARD OF COUNTY COMMISSIONERS
CRYSTAL K. I INZEL, CLERK COLLIERR COUNTY, FLORIDA
` 13,
to
A-{4-1Vl Tom By: 624
Det Clerk Rick LoCastro, Chairman
Attest as to Chairman's_
signature only.
Approved as to form and LP y k)1
Leg s ne
-L l C/
Heidi Ashton-Cicko, Managing Assistant County Attorney
Signatures continue on the following pages.
Page 3 of 5
(words struck through are deleted and words added are underlined)
WITNESS: COLLIER LAND HOLDINGS, LTD.
a Florida Limited Partnership
By: Christian Spilker, President of Tarpon
(Signature) Blue CE Management, LLC
A Delaware limited liability company,
it.A.,)&ev it's General Partner
(Print full name)
BY:
hikaw÷ikcfettlie,1491c4A( Printed Name: utp.AGfC A g301t ZTitle: 1,12,CrADSNIT
(Signature)
UkaVev1 Tifttpli qa,v14.t Movotiec
(Print full name)
STATE OF FLORIDA
COUNTY OF COLLIER
The foregoing Amendment to the Stewardship Sending Area Credit Agreement was executed
before me by means of ✓ physical presence or online notarization this 13 day of
� itA/' , 2023, by GNf2 1iatN mIU E 2 . , as P12- 11; t\IT of
Tarpon Blue CE Management, LLC, the general partner of Collier Land Holdings, Ltd., a Florida
limited partnership, said person being personally known to me.
slat._11, f cpeAviii
otary Public i
411"'; :•; LAUREN TAYLOR CLARKE MORALES Name: �.t0I,1�I,VQ,�/lT�,(/�LW (/`A��e �D �7
=. ' * Commission#HH 261093 JJ
=ter''`P" Expires May 4,2026
•,FOFno., Certificate No.
My Commission expires:
Page 4 of 5
(words struck through are deleted and words added are underlined)
WITNESS: GARGIULO, INC.
a Foreign Profit Corporation
Si nature By: l
G�g ) 14,(
Printed N me:fi I/er, yam, 141.5 i,3971)
&A.- ` —- +U Title: ife43 �� J
(Print full name)
xtitt62 atetifteak
(Signature)
Ada 21.c(t.ta,4
(Print full name)
STATE OF FLORIDA
COUNTY OF COLLIER
The foregoing Amendment to the Stewardship Sending Area Credit Agreement was executed
before me by means of V physical presence or online notarization this/+(I day of
&piember , 2023, by Vv\‘chael u).Sull;iar , as ?resider+/CEO of
Gargiulo, Inc., said person being personally known to me.
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Z .• #111058437
0 0, q:r Certificate No.
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•4b?ieUnde1114 My Commission expires: o2-28-Z5
1111
Page 5 of 5
(words struck through are deleted and words added are underlined)