Pepper Ranch Purchase Agreement
CONSERVATION COLLIER
Tax Identification Numbers: 00052360002, 00052440003, 0052640007, 00052680009, 00052960004,
00053000002,00053200006, 00053840000, 00053920001&00054040003
, Prepared by:
Jennifer A, Belpedio, Esquire
Office of the County Attorney
3301 East Tamiami Trail
Naples, Florida 34112
(239) 252-8400
AGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT is made and entered into by and between lAKE TRAFFORD
RANCH lllP, a Florida limited liability limited partnership, by its undersigned General
Partners, whose address is 481 Carica Road, Naples, FL 34108, (hereinafter referred
to as "Seller"), and COLLIER COUNTY, a political subdivision of the State of Florida, its
successors and assign, whose address is 3301 Tamiami Trail East, Naples, FL 34112,
(hereinafter referred to as "County" or 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 that portion of the Property herein
described, subject to the conditions and other agreements hereinafter set forth, and
Seller is agreeable to such sale and to such conditions and agreements.
WHEREAS, in accordance with the approved Conservation Collier Purchasing Policy,
the purchase price of $32,525,080.02 is based on the average of two independent,
state-certified general real estate appraisers, one giving a value of $34,000,000
(Calloway and Price, Inc.) and the other at $32,400,000 (Anderson and Carr, Inc.) less
a voluntary reduction in price by the Seller of $674,919.98.
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" except for the subsurface portion
thereof and the rights appurtenant thereto described in Paragraph 1.02 below.
1.02 Seller shall retain, shall not sell or convey to the Purchaser, and the deed(s)
of conveyance will reserve the oil, gas, mineral and other subsurface rights below
a depth of one hundred fifty (150) feet beneath the portion of the Property, as
described in Exhibit "B" including all rights, benefits, and revenue to which the
landlord under the leases listed on Exhibit "E" is entitled together with a right of
entry to explore and extract the oil, gas and minerals. Seller shall be concurrently
granted an Access Easement by Purchaser over the area graphically shown on
Exhibit "C" at closing. Seller will have a legal description and sketch of the area
over which the Access Easement is to be granted prepared at their expense.
Seller shall also retain and shall not sell or convey to the Purchaser stewardship
sending area credits established pursuant to the existing Stewardship Easement
Agreement by and between Seller and County, recorded in Official Records Book
4089, at Page 3837, of the Public Records of Collier County, Florida.
It is acknowledged that the Property has the potential to, or may, generate
additional stewardship credits under the Collier County Rural lands Stewardship
program, as well as credits for wetlands mitigation, panther habitat, and other
credits as may be available under other governmental regulatory programs. Any
and all such additional or potential credits belong to the Property and the right to
develop or establish them shall pass to the Purchaser as part of the sale.
1.03 Seller shall have the option at closing hereunder, to enter into a Cattle Lease
with Purchaser whereby Seller will lease back a portion of the Property for grazing
cattle thereon. If the Seller does not elect to enter into a Cattle Lease at closing,
Seller will have ninety (90) days after closing to make arrangements to remove
the existing cattle during which 90 day period they shall remain~ The form of
lease and its terms are attached as Exhibit D. This option must be exercised at
closing.
II. PAYMENT OF PURCHASE PRICE
2.01 The purchase price (the "Purchase Price") for the Property shall be THIRTY
TWO MILLION, FIVE HUNDRED TWENTY FIVE THOUSAND EIGHTY
DOLLARS AND 02/100 ($32,525,080.02) (U.S. Currency) payable at time of
closing. Buyer acknowledges that Seller will be treating the amount of the
voluntary reduction in price referred to in the third whereas clause of this contract
as a bargain sale and reporting it as a charitable deduction for federal income tax
purposes. Buyer agrees that it will execute such written statements or
confirmations as are requested by Seller that may include completion of required
forms and provide such information to Seller each as is required under applicable
provisions of the Internal Revenue Code of 1986 as amended including but not
limited to Section 170(f)(8) and implementing regulations.
2.02 At Closing, pursuant to Paragraph 6.017 below, Purchaser shall deposit a
portion of the Purchase Price in the amount of Three Hundred Eighty Eight
Thousand Two Hundred Fifty Dollars ($388,250) in a segregated or dedicated
interest bearing escrow account to be maintained and held by Stewart Title
Guaranty Company formerly known as Midwest Title Company, pending
completion of the work described in Paragraphs 6.012, 6.013 and 6.015 within this
Agreement. The terms under which this sum will be held and retained will be as
provided in Paragraph 6 of this Agreement. As Seller completes said work,
County will cause the escrow agent to release the retained amount to the Seller,
inclusive of the earned interest as provided in Paragraph 6.
In the event the Seller fails to complete the work described in Paragraphs 6.012,
6.013 and 6.015 by the established date(s) as set out within this Agreement for
any reason, the County will retain the money so withheld and the Seller and
Purchaser shall have no further obligation to one another as to the work described
in Paragraphs 6.012,6.013 and 6.015 under this Agreement.
III. CLOSING
3.01 Subject to the conditions precedent provided herein, the Closing (THE
"CLOSING DATE", "DATE OF CLOSING", OR "CLOSING") of the transaction
shall be held on or before December 31, 2008 by the Purchaser and Seller.
Nothwithstanding anything to the contrary in this Agreement, in no event will the
closing be delayed beyond December 31, 2008 by reason of times allowed for
Seller to remediate or cure any survey. Any time provided for herein is for the
benefit of Seller who may elect to avail itself of such times frames as are provided
for and to extend the closing accordingly, but Seller is not required to allow them to
extend the closing beyond December 31, 2008. Nothing requires that the
Purchaser accept title or the conditions reflected in any survey if they are other
than as required hereby. If the title or survey are not in the condition required, and
Seller is unwilling to extend the closing beyond December 31, 2008 to effect
remedial measures, the Purchaser is not required to close and neither party will be
further obligated under this Agreement. The Closing shall be held at the Collier
County Attorney's Office, Administration Building, 3301 Tamiami Trail East,
Naples, Florida. The procedure to be followed by the parties in connection with
the Closing shall be as follows:
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3.011 Seller shall convey a marketable title free of any liens, encumbrances,
exceptions, or qualifications except as described below.
3.0111 Warranty Deed(s) in favor of Purchaser conveying title to the
Property, containing the reservations set forth in paragraph 1.02, free
and clear of all liens and encumbrances other than:
(a) The lien for current taxes and assessments.
(b) The Permitted Encumbrances as shown on Exhibit "E".
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 Purchaser shall pay the Purchase Price less the sum to be
withheld and retained pursuant to paragraph 2.02 by wire transfer into
Seller's designated account with immediately available funds on the
Closing Date. No funds shall be disbursed to Seller, nor will the closing
take place, until either the Purchaser's Real Property Management staff
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 Paragraph 4.011 thereto or alternatively the County's Title
Company endorses its commitment to irrevocably commit to issue the
Owner's title policy to Purchaser in accordance with the commitment
immediately after the recording of the deed(s).
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(s), 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 Paragraph 4.011 below, shall
be paid by Purchaser. The cost of the title commitment shall also be paid by
Purchaser.
3.03 Purchaser shall pay for the cost of recording the Warranty Deed(s). 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.
3.04 Purchaser shall grant an Access Easement as specified in Paragraph 1.02.
Seller to provide legal description and sketch for the Access Easement at its
expense. Seller to pay the cost of recording the Access Easement.
IV. REQUIREMENTS AND CONDITIONS
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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 Purchaser has 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. In addition to
Purchaser's rights in paragraph 4.013 below to notify Seller of title defects or
objections based on a survey, Purchaser shall have until December 15, 2008
to notify Seller in writing if the title commitment contains exceptions for
matters that are not Permitted Encumbrances, that title is unmarketable, or
the title commitment requires corrective action to be taken to make the title
marketable, Seller shall have the right to cure such matters as provided in
Paragraph 4.012 below and shall be obligated to cure, or permit payment of,
any voluntarily created liens encumbering the Property at closing.
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 fifteen (15) days to remedy any such
objections or defects in order to convey good and marketable title and Seller
shall use its best efforts to do so in order to make title good and marketable.
However, Seller's best efforts do not require that it payor satisfy any
involuntarily created or suffered liens that it disputes, but Purchaser is not
required to accept such involuntarily created or suffered liens. Seller shall be
required to payor satisfy voluntarily created liens at closing. 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
fifteen (15) day period, may accept title as it then is, waiving any objection; or
Purchaser may terminate the Agreement or Purchaser and Seller may extend
the Agreement by mutual written agreement of the parties hereto. 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 has furnished an existing survey-of the Property to Purchaser.
On or before December 5, 2008, Seller shall provide an updated survey to
the Purchaser that is certified to both Collier County and to Stewart Title
Guaranty Company formerly known as Midwest Title Company. 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 the survey exceeds 1 % of the overall acreage. If the survey
provided by Seller or obtained by Purchaser, as certified by a registered
Florida surveyor, shows: (a) an encroachment onto the property; or (b) that
an improvement located on the Property projects onto lands of others, or (c)
lack of legal access to a public roadway, the Purchaser shall notify the Seller
in writing of such encroachment, projection, or lack of legal access, [which
shall constitute objections title] 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 forty five (45) days after 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
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deemed an election by Purchaser to accept the Property with the
encroachment, or projection, or lack of legal access.
V. INSPECTION AND CONTINGENCIES
5.01 On or before December 30, 2008 ("Inspection Period") Purchaser shall
determine through appropriate investigation that:
1. With the exception of the cattle dipping vat area and oil well area, the Property
is in compliance with all applicable State and Federal environmental laws and
the Property is free from any pollution or contamination.
2. The Property can be utilized for its intended use and purpose in the
Conservation Collier program.
5.02 If the foregoing conditions are not satisfied as provided for in Paragraph 5.01
then Purchaser may terminate this Agreement by written notice to the Seller prior
to December 30, 2008. Purchaser's failure to do so is a waiver of this termination
right. If Purchaser terminates this Agreement as a result of this provision then
Purchaser will deliver to Seller copies of all engineering, environmental, consulting
and soil reports it has obtained concerning 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 non-destructive site analyses, soil borings, and reasonably
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. Purchaser or Purchaser's agents shall
not conduct any inspection so as to cause damage to the Property, and
Purchaser shall restore the Property to its pre-inspection condition not later than
ten (10) days after any such damage occurs. This provision shall survive
termination of this Agreement.
VI SELLER RESPONSIBILITIES
6.01 Seller hereby agrees that it shall do the following:
6.011 This Paragraph has been intentionally deleted.
6.012 Within sixty (60) days after date of Closing, Seller shall, at its own cost
and expense, demolish and clear debris from all known structures on the
Property, except the lodge, caretaker house and pole barn on Property.
6.013 Within sixty (60) days after date of Closing, Seller shall, at its own cost
and expense, pump out, crush and fill all known septic tanks on the Property
in accordance with all applicable Collier County and State of Florida
requirements, except for those septic tanks serving the structures to be
retained on the Property.
6.014 Within sixty (60) days after date of Closing, Seller, at its expense shall
locate and place aboveground markers indicating the location of all remaining
known septic tanks, cesspools and water wells located on the Property.
6.015 Following the Closing, the Seller will continue the process in which
the Seller and the Purchaser have to date been engaged in order to evaluate,
and then remediate the contamination within an approximate 12 acre portion
of the Property located as shown on Exhibit F (the Cattle Vat Site) that was
the site of an old, but long ago discontinued, cattle dipping vat which contains
levels of concentration of arsenic above Florida Department of Environmental
Protection (FDEP) Cleanup Target Levels (CTLs). A Phase II evaluation has
been performed by HSA Environmental Consultants and Scientists, Inc.
(HSA) and a Site Assessment Report has been prepared by HSA. In addition,
the Seller and Purchaser have met with HSA and FDEP to discuss a program
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of remediation based on the HSA Site Assessment Report. Based on these
discussions, HSA is currently preparing a Remedial Action Plan (RAP) for
written approval by FDEP. The Seller will arrange and pay at its own cost
and expense for all actions as required by the RAP including but not limited to
the removal of the quantities of contaminated soil at levels of concentration
which require removal, its transportation to an acceptable disposal site and
the installation and maintenance of monitoring wells on the Cattle Vat Site for
a period of time as recommended in the RAP and approved by FDEP.
Purchaser shall accept FDEP approval standards as they relate to the RAP.
Once the monitoring shows the contamination plume is stable or shrinking
(pursuant to F.A.C. Ch 62-780), the Seller will have a continuing obligation to
assist Purchaser and work with FDEP to establish and implement institutional
and engineering controls over the Cattle Vat Site that are provided for by
applicable regulations. Any required restrictive covenants that must be
imposed on the title to the Cattle Vat Site must be provided by the Purchaser
as it will then be the owner thereof. The cost and expense of the preparation
of the legal description for the cattle vat site, removal and disposal of
contaminated soil, consultant fees to HSA, permit and application fees to any
agency, installation and maintaining of monitoring wells and all necessary
equipment and the cost of implementing any engineering and institutional
controls will be paid for from the funds to be deposited and retained in escrow
in accordance with Paragraph 2.02.
6.016 Notify the operator of the existing oil wells located on the Property of its
responsibility to bear the cost of remediation from any spills or contamination
that may result from its operations and of the requirement to maintain, keep
in force and effect, and provide an ongoing Spill Prevention Control and
Countermeasures Program or protocol and to comply with all applicable laws
and regulations governing its operations.
6.017 The portion of Seller's sales proceeds from the closing of the subject
transaction that are to be retained pursuant to paragraph 2.02 will be held
and released to Seller following performance of the work in Paragraphs 6.012
6.013 and 6.015. The amount allocated to the work in 6.012 is $14,750; the
amount allocated to the work in 6.013 is $13,500 and the amount allocated to
the work in 6.015 is $360,000. As each item of work in Paragraphs 6.012
and 6.013 is completed, the amount of money retained for it shall be released
to the Seller as follows: With respect to Paragraphs 6.012 and 6.013, Seller
shall advise Purchaser and escrow agent in writing when the activities
outlined in said Paragraphs have been completed and Purchaser may inspect
the Property and contact appropriate agencies to verify same within ten (10)
business days of receipt of Seller's notification. If Purchaser does not object
with specificity in writing within said ten (10) day period, the escrow agent
shall release to the Seller the sum from escrow pertaining to the applicable
item. If Purchaser objects, Purchaser shall notify Seller in writing of its
specific objection within said ten (10) day time period and Seller shall remedy
any specified defect, whereupon the applicable escrowed sum shall be
released to the Seller.
With respect to Paragraph 6.015 above, an independent third party
licensed professional shall be required to certify that said work has been
completed and escrow agent shall release the designated sum to the Seller. It is
agreed that HSA is an acceptable third party professional. If HSA's services are
terminated, then the Purchaser shall have the right to select and retain a substitute
third party professional at Sellers expense.
As the work under Paragraph 6.015 above is performed, percentage
progress payments of the sum held by the Purchaser pertaining to Paragraph
6.015 shall be made to Seller by the Purchaser so authorizing the escrow agent.
The amount and percentage will be determined based on certification by HSA.
Upon completion of the work, and at such time that HSA certifies that the
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remediation under the Plan has been completed, any remaining sums held by
Purchaser shall be disbursed to the Seller by the escrow agent.
The terms and provisions of this Section 6 shall survive closing.
VII. REMOVAL OF SOLID WASTE
7.01 No later than ten (10) days after Closing, Seller shall remove or cause to be
removed from the Property, at Seller's sole cost and expense, any and all personal
property and/or solid waste, trash, rubbish or any other unsightly or offensive
materials thereon, including, but not limited to, structures, any tanks and
Hazardous Materials in tanks, barrels and equipment, pipelines, or other
containers on the Property.
VIII. INSPECTION
8.01 Seller acknowledges that the Purchaser, or its authorized agents, shall have
the right to inspect the Property at any time prior to the Closing.
IX. POSSESSION
9.01 Subject to the reservation in paragraph 1.02, and subject to a Cattle Lease
entered into as allowed in paragraph 1.03, Purchaser shall be entitled to full
possession of the Property at Closing.
X. PRORATIONS
10.01 Ad valorem taxes next due and payable, after closing on the Property, shall
be prorated at Closing based upon the gross amount of 2008 taxes, and shall be
paid by Seller.
XI. TERMINATION AND REMEDIES
11.01 In addition to any other rights Purchaser may have to terminate this
Agreement, if Seller shall have failed to perform any of the covenants and/or
agreements contained herein which are to be performed by Seller, within thirty (30)
days after written notification of such failure, Purchaser may, at its option,
terminate this Agreement by giving written notice of termination to Seller.
Purchaser shall have the right to seek and enforce all rights and remedies
available at law or in equity to a contract vendee, including the right to seek
specific performance of this Agreement.
11.02 If the Purchaser has not terminated this Agreement pursuant to any of the
provisions authorizing such termination, and Purchaser fails to close the
transaction contemplated hereby or otherwise fails to perform any of the terms,
covenants and conditions of this Agreement as required on the part of Purchaser
to be performed, provided Seller is not in default, then as Seller's sole remedy,
Seller shall have the right to terminate and cancel this Agreement by giving written
notice thereof to Purchaser, whereupon One Hundred Thousand Dollars
($100,000.00) shall be paid to Seller as liquidated damages which shall be
Seller's sole and exclusive remedy, and neither party shall have any further
liability or obligation to the other except as set forth in paragraph 14.01, (Real
Estate Brokers), hereof. The parties acknowledge and agree that Seller's actual
damages in the event of Purchaser's default are uncertain in amount and difficult
to ascertain, and that said amount of liquidated damages was reasonably
determined by mutual agreement between the parties, and said sum was not
intended to be a penalty in nature.
11.03 The parties acknowledge that the remedies described herein and in the
other provisions of this Agreement provide mutually satisfactory and sufficient
remedies to each of the parties, and take into account the peculiar risks and
expenses of each of the parties.
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XII. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES
12.01 Seller and Purchaser represent and warrant the following to each other:
12.011 Seller and Purchaser respectively, have full right and authority to
enter into and to execute this Agreement and to undertake all actions and to
perform all tasks required of each hereunder. Seller is not presently the
subject of a pending, threatened or contemplated bankruptcy proceeding.
12.012 Seller has full right, power, and authority to own and operate the
Property, and to execute, deliver, and perform its obligations under this
Agreement and the instruments executed in connection herewith, and to
consummate the transaction contemplated hereby. All necessary
authorizations and approvals have been obtained authorizing Seller and
Purchaser to execute and consummate the transaction contemplated hereby.
At Closing, certified copies of such approvals shall be delivered to Purchaser
and/or Seller, if necessary.
12.013 The warranties set forth in this Article XII shall be true on the date of
this Agreement and as of the date of Closing. Purchaser's acceptance of a
deed(s) to the said Property shall not be deemed to be full performance and
discharge of every agreement and obligation on the part of the Seller to be
performed pursuant to the provisions of this Agreement.
12.014 Seller represents to the best of its knowledge and belief 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.
12.015 No party or person other than Purchaser has any right or option to
acquire the Property or any portion thereof.
12.016 Until the date fixed for Closing, so long as this Agreement remains in
force and effect and with the exception of the proposed oil and gas Leases
for the existing oil wells that are currently being negotiated and to be entered
into by Seller, pursuant to the oil, gas, and mineral estate to be reserved by
the Seller within the portion of the Property described in Exhibit "B", Seller
shall not encumber or convey any portion of the Property or any rights
therein, nor enter into any agreements granting any person or entity any
rights with respect to the Property or any part thereof, without first obtaining
the written consent of Purchaser to such conveyance, encumbrance, or
agreement which consent may be withheld by Purchaser for any reason
whatsoever.
12.017 Seller represents to the best of its knowledge and belief that there are
no incinerators on the Property; all waste, if any, is discharged into septic
tanks; Seller represents that 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 that to the best of its knowledge and belief, except
for arsenic and chemicals known to have been used in the abandoned cattle
dipping vat on the Property, and waste materials or spills from any of the oil
wells, 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 it has no knowledge that there is ground water
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contamination on the Property or potential of ground water contamination
from neighboring properties. Seller has no knowledge whether storage tanks
for gasoline or any other substances were located on the Property at any time
prior to Seller's ownership thereof. Seller represents that to its knowledge
none of the Property has been used as a sanitary landfill. This provision shall
survive the Closing.
12.018 Seller represents to the best of its knowledge and belief that it has no
knowledge that the Property and Seller's operations concerning the Property
are in violation of any applicable Federal, State or local statute, law or
regulation, or of any notice from any governmental body has been served
upon Seller claiming any violation of any law, ordinance, code or regulation or
requiring or calling attention to the need for any work, repairs, construction,
alterations or installation on or in connection with the Property in order to
comply with any laws, ordinances, codes or regulation with which Seller has
not complied. This provision shall survive the Closing.
12.019 Seller represents to the best of its knowledge and belief except for the
Stewardship Easement Agreement referred to in paragraph 1.02 or as
contained on Exhibit "E" that there are no unrecorded restrictions, easements
or rights of way (other than existing zoning regulations) that restrict or affect
the use of the Property, and there are no maintenance, construction,
advertising, management, leasing, employment, service or other contracts
affecting the Property.
12.020 Seller represents to the best of its knowledge and belief that there
are no known suits, actions or arbitration, bond issuances or proposals
therefore, 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. This provision shall
survive the Closing.
12.021 Seller acknowledges and agrees that Purchaser is entering into this
Agreement based upon Seller's representations stated above and on the
understanding that Seller will not cause the zoning or physical condition of
the Property to change from its existing state on the effective date of this
Agreement up to and including the Date of Closing. Therefore, Seller agrees
not to enter into any contracts or agreements pertaining to or affecting the
Property other than those routinely entered into for the routine operation and
maintenance of the Property. Seller also agrees to notify Purchaser promptly
of any change in the facts contained in the foregoing representations and of
any notice or proposed change in the zoning, or any other action or notice,
that may be proposed or promulgated by any third parties or any
governmental authorities having jurisdiction of the development of the
property which may restrict or change any other condition of the Property.
12.022 Seller shall not less than 10 business days before Closing, deliver to
Purchaser a statement (hereinafter called the "Closing Representative
Statement") reasserting the foregoing representations as of the Date of
Closing. The timely receipt of the Closing Representative Statement is a
condition precedent to Purchaser's obligation to close. If not provided then
Purchaser may terminate this Agreement, but only after first advising Seller in
writing that Purchaser has not timely received the Closing Representative
Statement and affording the Seller a period of ten (10) days in which to
provide it. The closing shall be extended accordingly if necessary.
9
12.023 Seller represents that it is not aware of any conditions on the Property
that would be in violation of, any federal, state, local or common law relating
to pollution or protection of the environment, including 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 or applicable Florida Statutes governing
hazardous or toxic waste. Purchaser acknowledges awareness of arsenic
and other chemicals in an old cattle dipping vat area and the presence of
petroleum spillage near the three oil wells. This provision and the rights of
Purchaser, hereunder, shall survive Closing and are not deemed satisfied by
conveyance of title. This provision shall survive the Closing.
12.024 Any loss and/or damage to the Property between the date of this
Agreement and the date of Closing shall be Seller's sole risk and expense.
XIII. NOTICES
13.01 Any notice, request, demand, instruction or other communication to be
given to either party hereunder shall be in writing, sent by facsimile with
automated confirmation of receipt, or by registered, or certified mail, return receipt
requested, postage prepaid, addressed as follows:
If to Purchaser:
With a copy to:
If to Seller:
If to Seller:
With a Copy To:
Alexandra Sulecki, Coordinator
Conservation Collier Land Acquisition Program
Collier County Facilities Department
3301 Tamiami Trail East
Naples, Florida 34112
Cindy M. Erb, Senior Property Acquisition Specialist
Collier County Real property Management
3301 Tamiami Trail East
Naples, Florida 34112
Telephone number: 239-252-8991
Fax number: 239-252-8876
Thomas Taylor, General Partner
Lake Trafford Ranch, LLLP
481 Carica Road
Naples, FL 34108
Telephone number: 239-254-2000
Fax number: 239-254-2098
Christopher L. Allen, General Partner
Lake Trafford Ranch, LLLP
555 Hickory Road
Naples, FL 34108
Telephone number: 239-566-1661
Fax number: 239-254-8825
Richard C. Grant, Esq.
Grant, Fridkin, Pearson, Athan & Crown, P.A.
5551 Ridgewood Drive, Suite 501
Naples, FL 34108-2719
Telephone number: 239-514-1000
Fax No.: 239-514-0377
13.02 The addressees and numbers for the purpose of this Article may be
changed by either party by giving written notice of such change to the other party
in the manner provided herein. For the purpose of changing such addresses or
addressees only, unless and until such written notice is received, the last
10
addressee and respective address stated herein shall be deemed to continue in
effect for all purposes.
XIV. REAL ESTATE BROKERS
14.01 Purchaser and Seller represent and warrant to each other that they have
not contacted a broker or salesman in connection with this transaction. Seller
hereby agrees to indemnify and hold Purchaser harmless from and against any
c1aims(s) of any other person(s) asserting a right to a commission in connection
with this transaction by virtue of dealing with the Seller. This provision shall
survive the Closing.
XV. MISCELLANEOUS
15.01 This Agreement may be executed in any number of counterparts which
together shall constitute the agreement of the parties.
15.02 This Agreement and the terms and provisions hereof shall be effective as of
the date this Agreement is executed by both parties and shall inure to the benefit
of and be binding upon the parties hereto and their respective heirs, executors,
personal representatives, successors, successor trustees, and assignees
whenever the context so requires or admits.
15.03 Any amendment to this Agreement shall not bind any of the parties hereof
unless such amendment is in writing and executed and dated by Purchaser and
Seller. Any amendment to this Agreement shall be binding upon Purchaser and
Seller as soon as it has been executed by both parties.
15.04 Captions and section headings contained in this Agreement are for
convenience and reference only; in no way do they define, describe, extend or
limit the scope or intent of this Agreement or any provisions hereof.
15.05 All terms and words used in this Agreement, regardless of the number and
gender in which used, shall be deemed to include any other gender or number as
the context or the use thereof may require.
15.06 No waiver of any provision of this Agreement shall be effective unless it is in
writing, signed by the party against whom it is asserted, and any waiver of any
provision of this Agreement shall be applicable only to the specific instance to
which it is related and shall not be deemed to be a continuing or future waiver as
to such provision or a waiver as to any other provision.
15.07 If any date specified in this Agreement falls on a Saturday, Sunday or legal
holiday, then the date to which such reference is made shall be extended to the
next succeeding business day.
15.08 Seller is aware of and understands that the preparation and presentation of
this Agreement in unexecuted form to the Seller is not an "offer" from Purchaser
and this Agreement is subject to acceptance and approval by the Board of County
Commissioners of Collier County, Florida, whereupon it will become a legally
binding contract.
15.09 If the Seller holds the Property in the form of a partnership, limited
partnership, corporation, trust or any form of representative capacity whatsoever
for others, Seller shall make and deliver at Closing a written public disclosure,
according to Chapter 286, Florida Statutes, under oath, of the name and address
of every person having a beneficial interest in the Property before the Property
held in such capacity is conveyed to 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.)
11
15.10 This Agreement is governed and construed in accordance with the laws of
the State of Florida.
15.11 Purchaser acknowledges and accepts the presence of three existing oil
wells and appurtenant equipment located on the portion of the Property subject to
the reservation in paragraph 1.02. Such wells shall continue to remain pursuant to
such reservation.
15.12 As used herein the terms "date of this Agreement", "effective date of this
Agreement", "date this Agreement is executed by Purchaser and Seller" or
similarly terms shall mean the date when the last of the parties has executed it
without changing anything executed previously by the other party as indicated by
the dates on the signature page of this Agreement.
15.13 Any litigation arising out of this Agreement shall be litigated in State Court in
Collier County, Florida of competent jurisdiction.
XVI. ENTIRE AGREEMENT
16.01 This Agreement and the exhibits attached hereto contain the entire
agreement between the parties, and no promise, representation, warranty or
covenant not included in this Agreement or any such referenced agreements has
been or is being relied upon by either party. No modification or amendment of this
Agreement shall be of any force or effect unless made in writing and executed and
dated by both Purchaser and Seller. Time is of the essence of this Agreement.
IN WITNESS WHEREOF, the parties hereto have signed below.
Dated ProjecUAcquisition Approved by BCC: ~ \C{,. \1....00<1.
AS TO PURCHASER:
DATED:~
ATTEST:
DWIGHT E. BROCK, Clerk
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
\,,,1,(''''.
. \.' -'.';"V rI>
~~~
At t~st '~t~tq<{>~.rN~~11rk
51 Olta.tur~ on I '
an
12
AS TO SELLER:
DATED: "'S)) .:>c~" I') 'S' I p=r-
WITNESSES:
~
(Signature)
~'r""~T':s.. <:,. <a...~
(Print Name)
Oo-w-lu~wUM1
(Signature)
lOJ--CL ~'-ed lMillJ..
(Print Name) .
~~
(Signature)
~ <<:\..,....2, C c;.\'4....,~
(Print Name)
~
cY~i-~
(Signature)
~ Gvu- h-Ied~
(Print Name)
Approved as to form and
legal sufficiency:
LAKE TRAFFORD RANCH, LLLP,
a Florida limited liability limited partnership
BY: ~. ~~
THOMAS M. TAYLOR, as General Partner
LAKE TRAFFORD RANCH, LLLP,
a Florida limited liability limited partnership
13
Exhibit "A"
(Legal Description)
Property Tax Identification Number: 00052360002
A parcel of land lying in the East Half (EY>) of the East Half (EY>) of the Southwest
Quarter (SWY.) of the Southeast Quarter (SEY.) of Section 22, Township 46 South,
Range 28 East, Collier County, Florida, being more particularly described as follows:
Commence at the Southeast corner of Section 22, Township 46 South,
Range 28 East, Collier County, Florida; thence run S 88057'47" W, along
the south line of the Southeast Quarter (SEY.) of said Section 22 for a
distance of 1320.38 feet to the Point of Beginning of the parcel of land
herein described; thence continue S 88057'47" W, along the south line of
the Southeast Quarter (SEY.) of said Section 22, for a distance of 330.09
feet; thence run N 00031 '18" W for a distance of 1342.51 feet; thence run
N 88058'31" E for a distance of 330.12 feet; thence run S 00031'14" E, for
a distance of 1342.44 feet to the Point of Beginning; containing 10.17
acres, more or less.
AND
Property Tax Identification Number: 00052440003
A parcel of land lying in the Southeast Quarter (SEY.) of the Southwest Quarter (SWY.)
and the West Half (WY>) of the Southwest Quarter (SWY.) of the Southeast Quarter
(SEY.) of Section 22, Township 46 South, Range 28 East, Collier County, Florida, being
more particularly described as follows:
Commence at the Southeast corner of Section 22, Township 46 South,
Range 28 East, Collier County, Florida; thence run S 88057'47" W, along
the south line of the Southeast Quarter (SEY.) of said Section 22 for a
distance of 1980.56 to the Point of Beginning of the parcel of land herein
described; thence continue S 88057'47" W, along the south line of the
Southeast Quarter (SEY.) of said Section 22, for a distance of 660.19 feet
to the South Quarter corner of said Section 22; thence run S 88059'47" W
along the south line of the southwest quarter of said Section 22, for a
distance of 1321.80 feet; thence run N 00038'44" W for a distance of
1342.51 feet; thence run N 88059'17" E, for a distance of 1324.63 feet;
thence run N 88058'31" E, for a distance of 660.24 feet; thence run S
00031'22" E for a distance of 1342.58 feet to the Point of Beginning;
containing 61.13 acres, more or less.
AND
Property Tax Identification Number: 00052680009
The Southeast Quarter (SEY.) of the Southwest Quarter (SWY.) of Section 26,
Township 46 South, Range 28 East, Collier County, Florida; containing 40.38 acres
more or less.
AND
Property Tax Identification Number: 00053000002
All of Section 28, Township 46 South, Range 28 East, Collier County, Florida;
containing 645.47 acres more or less.
AND
14
Property Tax Identification Number: 00053920001
The Northwest Quarter (NWY..) of the Northeast Quarter (NEY..) of the Northwest
Quarter (NWY..) of Section 35, Township 46 South, Range 28 East, Collier County,
Florida; containing 10.09 acres more or less.
AND
Property Tax Identification Number: 00052640007
A parcel of land located in a portion of Section 26, Township 46 South, Range 28 East,
Collier County, Florida, being more particularly described as follows:
The West Half (W'h) of Section 26, Township 46 South, Range 28 East,
Collier County, Florida, less the North 1451.35 feet thereof and less the
Southeast Quarter (SEY..) of the Southwest Quarter (SWY..) of said
Section 26, and less that parcel of land, as described and recorded in
Official Records Book 2585 at Page 2735 through 2737, owned by South
Florida Water Management District with Tax Folio Number 00052640007;
containing 185.91 acres, more or less.
AND
Property Tax Identification Number: 00052960004
All of Section 27, Township 46 South, Range 28 East, Collier County, Florida;
containing 643.59 acres more or less.
AND
Property Tax Identification Number: 00053200006
All of Section 33, Township 46 South, Range 28 East, Collier County, Florida;
containing 706.33 acres more or less.
AND
Property Tax Identification Numbers: 00053840000 & 00054040003
The East Half (E%) of the East Half (E%) of the Northwest Quarter (NWY..); and the
Northeast Quarter (NEY..), less the East 30 feet and the Northerly 30 feet for public road
right-of-way per dedication thereof recorded in Plat Book 12, Page 67 (known as
Pepper Road), Section 35, Township 46 South, Range 28 East, Public Records of
Collier County, Florida, less 2.29 acres in the Northeast Quarter (NEY..) described in
Deed recorded in Official Records Book 1834, Page 216; also less the real property
described in Quit Claim Deed recorded in Official Records Book 49, Page 4; and in
Official Records Book 280, Page 480; and in Official Records Book 282, Page 283; and
in Official Records Book 289, Page 910; all of the Public Records of Collier County,
Florida;
AND
The Southwest Quarter (SWY..) of the Northwest Quarter (NWY..); and the West Half
(W%) of the Southeast Quarter (SEY..) of the Northwest Quarter (NWY..); and the
Southwest Quarter (SWY..) of the Northeast Quarter (NEY..) of the Northwest Quarter
(NWY..); and the South Half (S%) of the Northwest Quarter (NWY..) of the Northwest
Quarter (NWY..); and the Northwest Quarter (NWY..) of the Northwest Quarter (NWY..) of
the Northwest Quarter (NWY..); and the West Half (W%) of the Northeast Quarter (NEY..)
of the Northwest Quarter (NWY..) of the Northwest Quarter (NWY..) of Section 35,
Township 46 South, Range 28 East, Collier County, Florida; containing 208.83 acres,
more or less.
The fore mentioned parcels equates to 2,511.90 acres, more or less.
15
EXHIBIT "B"
(Land over which Oil, Gas, and Mineral Estate
is to be Reserved By Seller)
Southwest Quarter (SW y.) of Section 28, Township 46 South, Range 28 East, Collier
County, Florida;
AND
Northwest Quarter (NW Y.) of Section 33, Township 46 South, Range 28 East, Collier
County, Florida;
16
EXHIBIT "e"
(Access Easement)
An area over the Property located as depicted on the attached aerial photo graph that
will provide access from Pepper Road to the site of the land described in Exhibit B. The
area is currently improved with a lime rock road and the access route will follow the
road. A legal description of the road area and access route will be provided by Seller for
use in granting the access easement at closing.
17
EXHIBIT "0"
(Cattle Lease)
Lease #
LEASE AGREEMENT
THIS LEASE AGREEMENT entered into this _ day of , 2008,
between LAKE TRAFFORD RANCH, LLLP, a Florida limited liability limited partnership, by its
undersigned General Partners, whose address is 481 Carica Road, Naples, Florida 34108, hereinafter
referred to as "LESSEE", and COLLIER COUNTY, a political subdivision of the State of Florida, whose
mailing address is 330 I East Tamiami Trail, Naples, Florida 34112, hereinatler referred to as
"LESSOR".
WITNESSETH
In consideration of the mutual covenants contained herein, and other valuable consideration, the
parties agree as follows:
ARTICLE I.
Demised Premises and Use
LESSOR hereby leases to LESSEE and LESSEE hereby leases from LESSOR Two Thousand
Twelve point One (2,012.1) acres of property described in Exhibit "A," which is attached hereto and
made a part of this Lease, hereinafter called the "Demised Premises," situated in the County of Collier
and the State of Florida, for the sole purpose of cattle grazing and incidental activities that are directly
related to beef cattle production..
All animal husbandry principles and practices applicable to the property and efficient use of
grazing resources shall be followed at all times. The LESSEE shall be responsible for the establishment
and implementation of sound grazing practices based on the best management guidelines of the U.S.
Department of Agriculture's National Resources Conservation Service.
Consistent with its status as a tenant the LESSEE will have exclusive use and possession of the
Demised Premises, however, the LESSOR may, as specified below: (i) alter its boundaries and/or (ii)
make use of portions of it for hunting, public access, and other activities consistent with the Conservation
Collier program, as described below in this Article I and in Article !6(e) and (I). LESSOR'S use shall
not, however, interfere with LESSEE'S permitted use of the Demised Premises, nor cause LESSEE'S
use, as permitted, nor expose LESSEE to liability to third parties based on the use that LESSOR is
permitted to make of the Demises Premises.
This LEASE AGREEMENT may be amended from time-to-time in order to change the size of the
Demised Premises as necessary to accomplish the goals, policies, and objectives of the Conservation
Collier Implementation Ordinance (Ordinance 02-63, as amended). LESSOR'S representative (e.g., Real
Estate Services Staff) shall advise LESSEE, in writing, of its intent to recommend that LESSOR amend
this LEASE AGREEMENT. Any Such change shall only be effective not less than ninety (90) days after
it is executed by the Board of County Commissioners
ARTICLE 2.
Term of Lease
LESSEE shall have and hold the Demised Premises for a term of three (3) years, commencing on
the date LESSOR executes this Lease. LESSEE is granted the option, provided LESSEE is not in default
of any of the terms of this Lease, to renew same for two (2) additional terms of one (1) year, under the
same terms and conditions, except as to the rental amount, as provided herein, by giving written notice of
LESSEE'S intention to do so to the LESSOR not less than thirty (30) days prior to the expiration of the
leasehold estate hereby created. LESSOR reserves the right to deny LESSEE, in writing, of any renewal
term. Said notice shall be effective upon placement of the notice in an official depository of the United
States Post Office, Registered or Certitied Mail, Postage Prepaid.
ARTICLE 3. Rent
LESSEE hereby covenants and agrees to pay as rent for the Demised Premises the sum of Two
Thousand Twelve Dollars and No Cents ($2,012) per year. Said annual rent shall be paid in full upon
thirty (30) days from the date in which this Lease is executed by the LESSOR. LESSEE will also be
responsible for the payment of additional rent as provided for in ARTICLE 5 ofthis Lease.
18
In the event LESSEE elects to renew this Lease, as provided for in ARTICLE 2, the rent set forth
in ARTICLE 3 shall be increased utilizing the method outlined in ARTICLE 4.
LESSEE and LESSOR reserve the right to terminate this Lease, with or without cause, by
providing the other party with thirty (30) days written notice to the address set forth in ARTICLE 14 of
this Lease. Said notice shall be effective upon placement of the notice in an official depository of the
United States Post Office, Registered or Certified Mail, Postage Prepaid. Upon termination of this Lease,
(i) LESSEE will have ninety (90) days after termination to make arrangements to remove the existing
cattle, during which 90 days the cattle must remain, and (ii) LESSOR will remit to LESSEE any prepaid
and unearned rent for any period that exceeds (60) days after such 90 days.
ARTICLE 4.
Renewal Term Rent
In the event LESSEE elects to renew this Lease, as provided for in ARTICLE 2, the rent set forth
in ARTICLE 3 shall be increased for each ensuing one (1) year renewal term by five (5) percent from the
previous year, compounded.
ARTICLE 5.
Intentionally Omitted
ARTICLE 6.
Modifications to Demised Premises
Prior to making any changes, alterations, additions or improvements to the Demised Premises,
LESSEE will provide to LESSOR all proposals and plans for alterations, improvements, changes or
additions to the Demised Premises for LESSOR'S written approval, specifying in writing the nature and
extent of the desired alteration, improvement, change, or addition, along with the contemplated starting
and completion time for such project. LESSOR or its designee will then have sixty (60) days within
which to approve or deny in writing said request for changes, improvements, alterations or additions.
LESSOR shall not unreasonably withhold its consent to required or appropriate alterations,
improvements, changes or additions proposed by LESSEE. If after sixty (60) days there has been no
response from LESSOR or its designee to said proposals or plans, then such silence shall be deemed as a
denial to such request to LESSEE.
LESSEE covenants and agrees in connection with any maintenance, repair work, erection,
construction, improvement, addition or alteration of any authorized modifications, additions or
improvements to the Demised Premises, to observe and comply with all then and future applicable laws,
ordinances, rules, regulations, and requirements of the United States of America, State of Florida, County
of Collier, and any and all governmental agencies.
All alterations, improvements and additions to the Demised Premises shall at once, when made or
installed, be deemed as attached to the freehold and to have become property of LESSOR. Prior to the
termination of this Lease or any renewal term thereof, or within thirty (30) days thereafter, if LESSOR so
directs, LESSEE shall promptly remove the additions, improvements, alterations, fixtures and
installations which were placed in, on, or upon the Demised Premises by LESSEE, and repair any
damage occasioned to the Demised Premises by such removal; and in default thereof, LESSOR may
complete said removals and repairs at LESSEE'S expense.
LESSEE covenants and agrees not to use, occupy, suffer or permit said Demised Premises or any
part thereof to be used or occupied for any purpose contrary to law or the rules or regulations of any
public authority.
ARTICLE 7.
Access to Demised Premises
LESSOR, its duly authorized agents, representatives and employees, shall have the right to enter
into and upon the Demised Premises or any part thereof at any time, without notice to the LESSEE, for
the purpose of examining the same and making repairs, inspecting or curing a default or nuisance, or
providing maintenance service therein, and for the purposes of inspection for compliance with the
provisions of this Lease Agreement. If LESSOR should need to utilize the property for any length of
time, for any purpose, the LESSOR shall advise the LESSEE of its intentions by oral notice.
ARTICLE 8.
Assignment and Subletting
LESSEE covenants and agrees not to assign this Lease or to sublet the whole or any part of the
Demised Premises, or to permit any other persons to occupy same without the written consent of
LESSOR. Any such assignment or subletting, even with the consent of LESSOR, shall not relieve
LESSEE from liability for payment of rent or other sums herein provided or from the obligation to keep
and be bound by the terms, conditions and covenants of this Lease. The acceptance of rent from any other
19
person shall not be deemed to be a waiver of any of the provisions of this Lease or to be a consent to the
assignment of this Lease or subletting of the Demised Premises.
ARTICLE 9.
Indemnity
LESSEE, in consideration of Ten Dollars ($10.00), the receipt and sufficiency of which is hereby
acknowledged, shall indemnifY, defend and hold harmless LESSOR, its agents and employees from and
against any and all liability (statutory or otherwise), damages, claims, suits, demands, judgments, costs,
interest and expenses (including, but not limited to, attorneys' fees and disbursements both at trial and
appellate levels) arising directly from any injury to, or death of, any person or persons or damage to
property (including loss of use thereof) related to (A) LESSEE'S use of the Demised Premises, (B) any
work or thing whatsoever done, or any condition created (other than by LESSOR, its employees, agents
or contractors) by or on behalf of LESSEE in or about the Demised Premises, (C) any condition of the
Demised Premises due to or resulting from any default by LESSEE in the performance of LESSEE'S
obligations under this Lease, or (D) any act, omission or negligence of LESSEE or its agents, contractors,
employees, subtenants, licensees or invitees.
It is acknowledged that in accord with the terms of this Lease (i) certain uses may be made of the
Demised Premises by the LESSOR and (ii) LESSOR may permit third parties to make use of the
Demised Premises. The Demised Premises are unimproved agricultural pasture lands and/or naturally
vegetated areas. LESSEE'S responsibilities for maintenance in accord with Article 11, and its
responsibility and liability to LESSOR under this Articles 9 are and shall be based on the standards of
care required of a tenant of lands having the forgoing characteristics and uses and an absence of business
invitees. In case any action or proceeding is brought against LESSOR by reason of anyone or more
thereof, LESSEE shall pay all costs, attorneys' fees, expenses and liabilities resulting therefrom and shall
defend such action or proceeding if LESSOR shall so request, at LESSEE'S expense, by counsel
reasonably satisfactory to LESSOR.
The LESSOR shall not be liable for any injury or damage to person or property caused by the
elements or by other persons in the Demised Premises, or from the street or sub-surface, or from any
other place, or for any interference caused by operations by or for a governmental authority in
construction of any public or quasi-public works.
The LESSOR shall not be liable for any damages to or loss of, including loss due to petty theft,
any property, occurring on the Demised Premises or any part thereof, and the LESSEE agrees to hold the
LESSOR hannless from any claims for damages, except where such damage or injury is the result of the
gross negligence or willful misconduct of the LESSOR or its employees.
ARTICLE 10. Insurance
LESSEE shall provide and maintain a farm liability policy which shall be approved by the Collier
County Risk Management Department, for not less than an amount of One Million Dollars and Noll 00
Cents ($1,000,000.00) throughout the term or any renewals thereof to this Agreement. In addition,
LESSEE shall provide and maintain Worker's Compensation Insurance covering all employees meeting
Statutory Limits in compliance with the applicable state and federal laws. The coverage shall include
Employer's Liability with a minimum limit of One Hundred Thousand Dollars and Noll 00 Cents
($100,000.00) each accident.
Such insurance policy(ies) shall list Collier County as an additional insured thereon. Evidence of
such insurance shall be provided to the Collier County Risk Management Department, 330 I East
Tamiami Trail, Administration Building, Naples, Florida, 34112, for approval prior to the
commencement of this Lease Agreement; and shall include a provision requiring ten (10) days prior
written notice to Collier County c/o County Risk Management Department in the event of cancellation or
changes in policy(ies) coverage. LESSOR reserves the right to reasonably amend the insurance
requirements by issuance of notice in writing to LESSEE, whereupon receipt of such notice LESSEE
shall have thirty (30) days in which to obtain such additional insurance.
LESSOR shall maintain such liability insurance, or self funded liability reserves, as are
appropriate to protect itself and LESSEE from third party claims based on use of the Demised Premises
that the LESSOR is permitted to make, or allows third parties to make, in accord herewith.
ARTICLE II. Maintenance
LESSEE shall be allowed to store, within the Demised Property, any functional maintenance
equipment and supplies required for activities directly related to beef cattle production on the Demised
Property.
20
LESSEE, at its sole cost and expense, shall mow the improved pasture within the Demised
Property a minimum of one (1) time per year and may roller chop specific areas of pasture when needed
as a means to control exotic and woody plant growth and to upkeep areas located around cattle pens.
LESSEE shall develop the mowing schedule and include variables such as excessive rainfall, drought or
other unforeseen conditions.
Each individual improved pasture within the Demised Property may include mineral feeders,
supplemental feed trough, and molasses feed tanks as a means to control cattle concentration areas.
Rotation of cattle shall continue throughout the year on a scheduled basis. In the event there has been an
extremely dry and cold winter or an exceptionally wet season, the cattle will be managed by LESSEE to
fit the available forage.
LESSEE may not fertilize improved pasture areas.
Unless specitically authorized in writing by LESSOR in advance, plowing, ditching or digging of
water holes shall be prohibited.
LESSEE, at its sole cost and expense, shall erect, if not already existing, and maintain a fence
acceptable to LESSOR around that area of the Demised Premises which shall contain any cattle. This
fencing is crucial in retaining cattle and preventing cattle from roaming off of the Demised Premises.
LESSEE shall, at its sole cost and expense, keep the Demised Premises free from debris, litter,
abandoned equipment and vehicles, and the like, at all times. If said Demised Premises are not kept free
from debris, litter, abandoned equipment and vehicles, and the like, in the opinion of LESSOR,
LESSEE'S manager will be so advised in writing. If corrective action is not taken within ten (10) days of
the receipt of such notice, LESSOR will cause the same to be cleaned and corrected and LESSEE shall
assume and pay all necessary cleaning costs and such costs shall constitute additional rent which shall be
paid by LESSEE within ten (10) days of receipt of written notice of costs incurred by LESSOR.
The LESSEE, at its sole cost, shall repair all damage to the Demised Premises caused by LESSEE,
its employees, agents, independent contractors, guests, invitees, licensees, and patrons.
The LESSEE, at its sole cost, shall remove from the Demised Premises in accordance with all
applicable rules, laws and regulations, all non-naturally occurring solid, liquid, semisolid, and gaseous
trash and waste (but not animal waste) and refuse of any nature whatsoever which might accumulate and
arise from the operations of the LESSEE'S business. Such trash, waste and retuse shall be stored in
closed containers approved by the LESSOR.
LESSEE shall have the right to keep necessary machinery, tools or supplies in a agreed upon
designated area.
LESSEE shall make monthly inspections of exterior fences and gates and make repairs to the
fencing as needed.
LESSOR shall be responsible for all invasive exotic plant control and prescribed burning within
the Demised Property.
LESSOR! Preserve Manager shall visit the property at least semi-annually to evaluate the
management and grazing operation. The LESSOR! Preserve Manager and the LESSEE/Managing
Partner shall meet annually to review and, if neccssary, revise any grazing and/or pasture management
plans.
LESSEE shall report any violation observed pertaining to rules and regulations promulgated by
Collier County or the Florida Fish and Wildlife Conservation Commission. LESSEE shall immediately
report any incidence of the following:
. Fire
. Vandalism
. Theft
. Poaching
. Trespassing
. Any hazard, condition or situation that may become a liability to the County or may be damaging
to the property or improvements on the property.
LESSEE has no affirmative duty to actively monitor conditions for discovery of such activities.
21
ARTICLE 12. Default bv LESSEE
Failure of LESSEE to comply for thirty (30) days with any material provision or covenant of this
Lease shall constitute a default, LESSOR may, at its option, terminate this Lease after thirty (30) days
written notice to LESSEE, unless the default be cured within the notice period (or such additional time as
is reasonably required to correct such default). However, the occurrence of any of the following events
shall constitute a default by LESSEE, and this Lease may be immediately terminated by LESSOR:
(a) Abandonment of Demised Premises or discontinuation of LESSEE'S operation.
(b) Falsification of LESSEE or an agent of LESSEE of any report required to be furnished to
LESSOR pursuant to the terms of this Lease.
(c) Filing of insolvency, reorganization, plan or arrangement or bankruptcy.
(d) Adjudication as bankrupt.
(e) Making of a general assignment for the benefit of creditors.
(1) If LESSEE suffers this Lease to be taken under any writ of execution.
In the event of the occurrence of any of the foregoing defaults in this ARTICLE, LESSOR, in
addition to any other rights and remedies it may have, shall have the immediate right to re-enter and
remove all persons and property from the Demised Premises. Such property may be removed and stored
in a public warehouse or elsewhere at the cost of and for the account of LESSEE, all without service of
notice or resort to legal process and without being deemed guilty of trespass, or being liable for any loss
or damage which may be occasioned thereby.
LESSOR may, at its option, tenninate this Lease after receipt by LESSEE of thirty (30) days
notice in writing if a lien is filed against the property or the leasehold interest of the LESSEE, and not
removed within thirty (30) days by LESSEE, pursuant to the Florida Mechanics Lien Law.
If LESSEE fails to pay the rental amount or any additional charges when due to LESSOR as
specified in this Lease, and if said amounts remain unpaid for more than ten (10) days past the due date,
the LESSEE shall pay LESSOR a late payment charge equal to five (5) percent of any payment not paid
promptly when due. Any amounts not paid promptly when due shall also accruc compounded intcrest of
two (2) percent per month or the highest interest rate then allowed by Florida law, whichever is higher,
which interest shall be paid by LESSEE to LESSOR.
ARTICLE 13. Default bv LESSOR
LESSOR shall in no event be chargcd with default in the performance of any of its obligations
hereunder unless and until LESSOR shall have failed to perform such obligations within thirty (30) days
(or at LESSOR'S sole discretion, such additional time as is reasonably required to correct such default)
after notice to LESSOR by LESSEE properly specifying wherein LESSOR has failed to perform any
such obligations.
ARTICLE 14. Notices
Any notice which LESSOR or LESSEE may be required to give to the other party shall be in
writing to the other party at the following addresses:
LESSOR:
Board of County Commissioners
c/o Real Property Management
Building W
330 I Tamiami Trail East
Naples, Florida 34112
LESSEE:
Mr. Thomas Taylor, General Partner
Lake Trafford Ranch, LLLP
481 Carica Road
Naples, Florida 34108
cc: Office of the County Attorney
Collier County Government Center
Administration Building
3301 Tamiami Trail East
Naples, Florida 34112
Mr. Christopher Allen, General Partner
Lake Trafford Ranch, LLLP
555 Hickory Road
Naples, Florida 34108
22
Conservation Collier Coordinator
Collier County Government Center
Building W
3301 Tamiami Trail East
Naples, Florida 34112
ARTICLE 15. Surrender of Premises
LESSEE shall remove any improvements completed by LESSEE prior to the expiration of this
Lease and shall deliver up and surrender to LESSOR possession of the Demised Premises and any
improvements not removed upon expiration of this Lease, or its earlier termination as herein provided, in
as good condition and repair as the same shall be at the commencement of the term of this Lease or may
have been put by LESSOR or LESSEE during the continuance thereof, ordinary wear and tear and
damage by fire or the elements beyond LESSEE'S control excepted.
ARTICLE 16. General Provisions
LESSEE agrees to contain cattle within the Demised Premises and prevent cattle from roaming off
of the Demised Premises.
LESSEE shall be allowed to maintain no more than Three Hundred (300) Animal Units at the Demised
Premises. Animal Units will be established based on the following table:
Table 1: Animal Unit Equivalent Guide
Species Average Animal Vnit
Weight Equivalent
(nounds) (AVE)
Cow, drv 950 0.92
Cow with calf 1,000 1.00
Bull, mature 1,500 1.35
Cattle, I vear old 600 0.60
Cattle, 2 vear old 800 0.80
LESSEE shall have the right to camp overnight on the Demised Premises, at LESSEE'S own risk,
and shall be required to obtain any necessary permits, if required, for this use.
If LESSEE should elect to destroy sick cattle, any use of firearms shall be permitted by LESSOR
so as long as LESSEE is legally permitted to possess such firearm in the County of Collier and I or the
State of Florida, as applicable.
LESSEE acknowledges that there shall be no game hunting or any dispensation of firearms by
LESSEE or his invitees upon the Demised Premises except as specifically allowed under this Lease.
LESSEE fully understands that the police and law enforcement security protection provided by
law enforcement agencies for the above-referenced Demised Premises is limited to that provided to any
other business or agency situated in Collier County, and acknowledges that any special security measures
deemed necessary for additional protection of the Demised Premises shall be the sole responsibility and
cost of LESSEE and shall involve no cost or expense to LESSOR.
LESSEE expressly agrees for itself, its successor and assigns, to refrain from any use of the
Demised Premises which would interfere with or adversely affect the operation or maintenance of
LESSOR'S standard operations where other operations share common facilities.
(a) Rights not specifically granted the LESSEE by this Lease are hereby reserved to the LESSOR.
(b) LESSEE agrees to pay all sales tax imposed on the rental of the Demised Premises where
applicable under law.
(c) If applicable, LESSEE agrees to pay all intangible personal property taxes that may be imposed
due to the creation, by this Lease, of a leasehold interest in the Demised Premises or LESSEE'S
possession of said leasehold interest in the Demised Premises.
(d) LESSEE shall not perform any environmental property management issues, such as, but not
limited to, burning or removal of vegetation, unless prior approval is granted by LESSOR.
23
(e) LESSEE acknowledges that LESSOR may allow limited seasonal hunting on the Demised
Premises under the supervision of the Florida Fish and Wildlife Conservation Commission.
LESSOR is responsible for developing and implementing rules, protocols, and for the supervision
of any hunters and members of the public generally to guard against accidents, injury to
LESSEE'S cattle, and interference with LESSEE'S permitted use.
(f) LESSOR may engage a Range Conservationist to develop a long-range management plan for the
Demised Premises. LESSEE acknowledges that he will cooperate with LESSOR and any plans that
may develop for the Demised Premises as a result of future planning. Implementation of any such
plan shall require sixty (60) days written notice to LESSEE and if it reduces the land available to
LESSEE the rent will be reduced accordingly.
ARTICLE] 7. Intentionallv Omitted
ARTICLE] 8. Extent of Liens
All persons to whom these presents may come are put upon notice ofthe fact that the interest of
the LESSOR in the Demised Premises shall not be subject to liens for improvements made by the
LESSEE, and liens for improvements made by the LESSEE are specifically prohibited from attaching to
or becoming a lien on the interest of the LESSOR in the Demised Premises or any part of either. This
notice is given pursuant to the provisions of and in compliance with Section 713.] 0, Florida Statutes.
ARTICLE ]9. Ouiet Eniovment
Subject to LESSOR'S rights provided in this Lease, LESSOR covenants that LESSEE, on paying
the rental amount and performing the covenants, terms and conditions required of LESSEE contained
herein, shall peaceably and quietly have, hold and enjoy the Demised Premises and the leasehold estate
granted to LESSEE by virtue of this Lease Agreement.
ARTICLE 20. Waiver
No failure of LESSOR to enforce any terms or conditions herein shall be deemed to be a waiver.
ARTICLE 21. Effective Date
This Lease shall become effective upon execution by both LESSOR and LESSEE.
ARTICLE 22. Governing Law
This Lease shall be governed and construed in accordance with the laws of the State of Florida.
ARTICLE 23. Assignment
LESSEE shall have the right to assign this Lease to a legal entity owned or controlled by either
Thomas Taylor or Christopher Allen. LESSOR must be advised of any such assignment in writing.
IN WITNESS WHEREOF, the parties hereto have hereunder set forth their hands and seals.
AS TO THE LESSOR:
DATED:
ATTEST:
DWIGHT E. BROCK, Clerk
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
Deputy Clerk
BY:
TOM HENNING, Chairman
24
AS TO LESSEE:
DATED:
WITNESSES:
(Signature)
(Print Name)
(Signature)
(Print Name)
(Signature)
(Print Name)
(Signature)
(Print Name)
Approved as to form and legal sufficiency:
Jennifer A. Belpedio
Assistant County Attorney
LAKE TRAFFORD RANCH, LLLP,
a Florida limited liability limited partnership
BY:
THOMAS M. TAYLOR, as General Partner
LAKE TRAFFORD RANCH, LLLP,
a Florida limited liability limited partnership
BY:
CHRISTOPHER L. ALLEN, as General Partner
25
Exhibit "A"
(Legal Description of Demised Property)
Property Tax Identification Number: 00052360002
A parcel ofland lying in the East Half (EV,) of the East Half (EY2) of the Southwest Quarter (SWVi) of
the Southeast Quarter (SEVi) of Section 22, Township 46 South, Range 28 East, Collier County, Florida,
being more particularly described as follows:
Commence at the Southeast corner of Section 22, Township 46 South, Range 28 East,
Collier County, Florida; thence run S 88057'47" W, along the south line of the Southeast
Quarter (SEll.) of said Section 22 for a distance of 1320.38 feet to the Point of
Beginning of the parcel ofland herein described; thence continue S 88057'47" W, along
the south line of the Southeast Qumter (SEY,) of said Section 22, for a distance of330.09
feet; thence run N 00031' 18" W for a distance of 1342.51 feet; thence run N 88058'31"
E for a distance of 330.12 feet; thence run S 00031' 14" E, for a distance of 1342.44 feet
to the Point of Beginning; containing 10.17 acres, more or less.
AND
Property Tax Identification Number: 00053000002
All of Section 28, Township 46 South, Range 28 East, Collier County, Florida; containing 645.47 acres
more or less.
AND
Property Tax Identification Number: 00052960004
All of Section 27, Township 46 South, Range 28 East, Collier County, Florida; containing 643.59 acres
more or less.
AND
Property Tax Identification Number: 00053200006
All of Section 33, Township 46 South, Range 28 East, Collier County, Florida; containing 706.33 acres
more or less.
26
EXHIBIT "E"
(Permitted Encumbrances)
1. Easement in favor of "Trafford Oaks", a Partnership, contained in instrument
recorded in Official Records Book 907, Page 1383, of the Public Records of
Collier County, Florida.
2. Easement in favor of Turner Corporation, contained in instrument recorded in
Official Records Book 1219, Page 1113, of the Public Records of Collier
County, Florida.
3. Resolution recorded in Official Records Book 4089, Page 3509, of the Public
Records of Collier County, Florida.
4. Stewardship Easement Agreement recorded in Official Records Book 4089,
Page 3837, of the Public Records of Collier County, Florida.
5. Stewardship Sending Area Memorandum recorded in Official Records Book
4089, Page 3511, of the Public Records of Collier County, Florida.
6. Restrictions, conditions, reservations, easements, and other matters
contained on the Plat of Pepper Road Right of Way, as recorded in Plat Book
12, Page 67, of the Public Records of Collier County, Florida.
7. Easement in favor of Collier County contained in the instrument recorded in
Official Records Book 49, Page 147, of the Public Records of Collier County,
Florida.
8. Easement for boat landing in favor of the State of Florida contained in the
instrument recorded in Official Records Book 157, Page 437, of the Public
Records of Collier County, Florida.
9. Lease Agreement for dead pine stumps and top wood recorded in Official
Records Book 170, Page 731, along with Quit Claim of Rights as recorded in
Official Records Book 371, Page 403, all of the Public Records of Collier
County, Florida.
10. Easement in favor of Turner Corporation, contained in instrument recorded in
Official Records Book 1219, Page 1118, of the Public Records of Collier
County, Florida.
11. Subject to mineral, oil gas and casinghead gas reservation in Warranty Deed
from Turner Corporation to Rex Properties, Inc., recorded in Official Records
Book 1219, Page 1107, of the Public Records of Collier County, Florida.
12. Surface Agreement recorded in Official Records Book 1191, Page 1114 and
as released by the instrument recorded in Official Records Book 4394, Page
578, as assigned and amended, all of the Public Records of Collier County,
Florida.
13. Oil, Gas & Mineral Lease recorded in Official Records Book 1062, Page
1114, and as released by the instruments recorded in Official Records Book
3557, Page 3585 and Official Records Book 4394, Page 578, as assigned
and amended, all of the Public Records of Collier County, Florida.
14. Oil, Gas & Mineral Lease recorded in Official Records Book 1062, Page
1117, and as released by the instruments recorded in Official Records Book
3557, Page 3585 and Official Records Book 4394, Page 578, as assigned
and amended, all of the Public Records of Collier County, Florida.
27
EXHIBIT "F"
(Cattle Dipping Vat Site)
An area of the overall Property containing and surrounding an abandoned cattle dipping
vat to containing approximately 12 acres of land. The area is marked on the attached
aerial photograph.
I ,~- -,
i 1:.0 b"~Ul
. i ~c
h>)I'"
..--' -
1:.0
___ ~_II"f_"_"_.I."
l'r1,_R.,..:h
riL'I;hn~:: RI1MI1
lltcl"-:.._F"x<::i:....
Illlh..._"'....._......_.. r...,...ttliolt 1..,r.o;,W...,
28
CONSERVATION COLLIER
Tax Identification Numbers: 00052360002, 00052440003, 00052640007,
00052680009,00052960004,00053000002,
00053200006, 00053840000, 00053920001& 00054040003
Prepared by:
Jennifer A. Belpedio, Esquire
Office of the County Attorney
3301 East Tamiami Trail
Naples, Florida 34112
(239) 252-8400
ACCESS EASEMENT
THIS ACCESS EASEMENT, made and entered into this 3 r,t day of
'b~c.e.M.\:'..r , 2008, by COLLIER COUNTY, a political subdivision of the State
of Florida, whose post office address is 3301 East Tamiami Trail, Naples, Florida
34112, hereinafter referred to as "Grantor", to LAKE TRAFFORD RANCH LLLP, a
Florida limited liability limited partnership, by its undersigned General Partners, whose
address is 481 Carica Road, Naples, FL 34108, hereinafter referred to as "Grantee",
(Wherever used herein the terms "Grantor" and "Grantee" Include all the parties to this instrument and their respective heirs,
legal representatives, successors and assigns.)
WIT N E SSE T H:
Grantor, for and in consideration of TEN DOLLARS ($10,00) and other valuable
consideration paid by the Grantee, the receipt and sufficiency of which is hereby
acknowledged, hereby conveys, grants, bargains and sells unto the Grantee, its
successors and assigns, a perpetual, non-exclusive easement, for access to, on and
over the land described on Exhibit "A" (the Easement"), to explore, remove and
transport the oil, gas and minerals, on and from, the following described lands located in
Collier County, Florida, described on Exhibit "B" (the Benefited Land") ,
The Benefited Land on which Grantee own and holds such rights pursuant to the
reservations in a deed from Grantee to Grantor delivered prior to the Access Easement
and concurrently with it.
Subject to easements, restrictions, and reservations of record.
THIS IS NOT HOMESTEAD PROPERTY.
TO HAVE AND TO HOLD the same unto the Grantee together with the right to
make such improvements to the Easement as are necessary to its use, and maintaining
facilities thereon. Grantor and Grantee are used for singular or plural, as the context
requires.
IN WITNESS WHEREOF, the Grantor has caused these presents to be executed
the date and year first above written.
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
'.r.
rman
(OFFICIAL SEAL)
Ap"'f'ved au to torw '~'. h,;gal suffIciency
~'
fl - r--
~~ounty A ey
HM
HOLE MONTES
EXHIBIT "If 'f
Page I of 7
ENGINEERS PLANNfRS SURVEYORS
LANDSCAPEARf:HlTfcrS
950 Encore Way' Naples, Florida 34110. Phone: 239254.2000' Fax: 239.254.2075
HM PROJECT # 2001111
12/8/08
REF DWG # B.6438
10F3
LEGAL DESCRIPTION:
A 30.00 FOOT WIDE STRIP OF LAND LOCATED IN A PORTION OF SECTIONS 26, 27, 28
AND 35, TOWNSHIP 46 SOUTH, RANGE 28 EAST, COLLIER COUNTY, FLORIDA, LYING
15.00 FEET ON EITHER SIDE OF THE FOLLOWING DESCRIBED CENTERLINE:
COMMENCE AT THE SOUTH QUARTER CORNER OF SECTION 26, TOWNSHIP 46 SOUTH,
RANGE 28 EAST, COLLIER COUNTY, FLORIDA, THENCE RUN S.00058'38"E., ALONG THE
EAST LINE OF THE NORTHWEST QUARTER OF SECTION 35, TOWNSHIP 46 SOUTH,
RANGE 28 EAST, COLLIER COUNTY, FLORIDA, FOR A DISTANCE OF 30.00 FEET; THENCE
RUN S.89001'22"W., FOR A DISTANCE OF 15.00 FEET TO THE POINT OF BEGINNING OF
THE CENTERLINE HEREIN DESCRIBED; THENCE RUN N.00058'38"W., PARALLEL TO THE
EAST LINE OF THE NORTHWEST QUARTER OF SAID SECTION 35, FOR A DISTANCE OF
29.98 FEET; THENCE RUN N.01 009'15"W., PARALLEL TO THE EAST LINE OF THE
SOUTHWEST QUARTER OF SAID SECTION 26, FOR A DISTANCE OF 1238.43 FEET; TO
THE BEGINNING OF A TANGENTIAL CIRCULAR CURVE, CONCAVE SOUTHWESTERLY;
THENCE RUN NORTHWESTERLY, ALONG THE ARC OF SAID CURVE TO THE LEFT,
HAVING A RADIUS OF 80.00 FEET, THROUGH A CENTRAL ANGLE OF 90006'24",
SUBTENDED BY A CHORD OF 113.24 FEET AT A BEARING OF N.46012'27"W., FOR A
DISTANCE OF 125.81 FEET TO THE END OF SAID CURVE; THENCE RUN S.88044'21"W.,
FOR A DISTANCE OF 2414.34 FEET; TO THE BEGINNING OF A TANGENTIAL CIRCULAR
CURVE, CONCAVE NORTHEASTERLY; THENCE RUN NORTHERLY, ALONG THE ARC OF
SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 135.00 FEET, THROUGH A CENTRAL
ANGLE OF 90032'26", SUBTENDED BY A CHORD OF 191.82 FEET AT A BEARING OF
N.45059'26"W., FOR A DISTANCE OF 213.33 FEET TO THE END OF SAID CURVE; THENCE
RUN N.00"43'13"W., FOR A DISTANCE OF 1122.79 FEET; TO THE BEGINNING OF A
TANGENTIAL CIRCULAR CURVE, CONCAVE SOUTHWESTERLY; THENCE RUN
NORTHWESTERLY, ALONG THE ARC OF SAID CURVE TO THE LEFT, HAVING A RADIUS
OF 70.00 FEET, THROUGH A CENTRAL ANGLE OF 90034'20", SUBTENDED BY A CHORD
OF 99.49 FEET AT A BEARING OF N.46000'23"W., FOR A DISTANCE OF 110.65 FEET TO
THE END OF SAID CURVE; THENCE RUN S.88042'26"W., FOR A DISTANCE OF 1829.65
FEET; THENCE RUN N.88023'51"W., FOR A DISTANCE OF 333.91 FEET; TO THE
BEGINNING OF A TANGENTIAL CIRCULAR CURVE, CONCAVE SOUTHEASTERLY; THENCE
RUN SOUTHWESTERLY, ALONG THE ARC OF SAID CURVE TO THE LEFT, HAVING A
RADIUS OF 125.00 FEET, THROUGH A CENTRAL ANGLE OF 55008'22", SUBTENDED BY A
CHORD OF 115.71 FEET AT A BEARING OF S.64001'58"W., FOR A DISTANCE OF 120.30
FEET TO THE END OF SAID CURVE; THENCE RUN S.36027'47'W., FOR A DISTANCE OF
64.98 FEET; TO THE BEGINNING OF A TANGENTIAL CIRCULAR CURVE, CONCAVE
NORTHERLY; THENCE RUN SOUTHWESTERLY, ALONG THE ARC OF SAID CURVE TO
THE RIGHT, HAVING A RADIUS OF 200.00 FEET, THROUGH A CENTRAL ANGLE OF
42033'01", SUBTENDED BY A CHORD OF 145.14 FEET AT A BEARING OF S.57"44'18"W.,
FOR A DISTANCE OF 148,53 FEET TO THE END OF SAID CURVE; THENCE RUN
S.79000'48"W., FOR A DISTANCE OF 196.62 FEET; THENCE RUN S.86034'54"W., FOR A
DISTANCE OF 1589.15 FEET; THENCE RUN S.85042'33"W., FOR A DISTANCE OF 1968.01
FEET; TO THE BEGINNING OF A TANGENTIAL CIRCULAR CURVE, CONCAVE
SOUTHEASTERL Y; THENCE RUN SOUTHWESTERLY, ALONG THE ARC OF SAID CURVE
TO THE LEFT, HAVING A RADIUS OF 85.00 FEET, THROUGH A CENTRAL ANGLE OF
116018'47", SUBTENDED BY A CHORD OF 144.41 FEET AT A BEARING OF S.27033'10"W.,
H:\2001\2001111\WPlPRROADSL.doc
EXHIBIT /1/f
Page 2-. of I
HM PROJECT # 2001111
12/8/08
REF DWG # 8-6438
2 OF 3
FOR A DISTANCE OF 172.55 FEET TO THE BEGINNING OF A REVERSE CURVE, CONCAVE
WESTERLY; THENCE RUN SOUTHERLY, ALONG THE ARC OF SAID CURVE TO THE
RIGHT, HAVING A RADIUS OF 468.01 FEET, THROUGH A CENTRAL ANGLE OF 22024'56",
SUBTENDED BY A CHORD OF 181.93 FEET AT A BEARING OF S.19023'46"E., FOR A
DISTANCE OF 183.10 FEET TO THE BEGINNING OF A COMPOUND CURVE, CONCAVE
WESTERLY; THENCE RUN SOUTHERLY, ALONG THE ARC OF SAID CURVE TO THE
RIGHT, HAVING A RADIUS OF 2260.02 FEET, THROUGH A CENTRAL ANGLE OF 8052'44",
SUBTENDED BY A CHORD OF 349.87 FEET AT A BEARING OF S.03044'56"E., FOR A
DISTANCE OF 350.22 FEET TO THE BEGINNING OF A REVERSE CURVE, CONCAVE
EASTERLY; THENCE RUN SOUTHERLY, ALONG THE ARC OF SAID CURVE TO THE LEFT,
HAVING A RADIUS OF 5352.89 FEET, THROUGH A CENTRAL ANGLE OF 2011'42",
SUBTENDED BY A CHORD OF 205.05 FEET AT A BEARING OF S.00024'25"E., FOR A
DISTANCE OF 205.06 FEET TO THE BEGINNING OF A COMPOUND CURVE, CONCAVE
EASTERLY; THENCE RUN SOUTHERLY, ALONG THE ARC OF SAID CURVE TO THE LEFT,
HAVING A RADIUS OF 316.91 FEET, THROUGH A CENTRAL ANGLE OF 20016'29",
SUBTENDED BY A CHORD OF 111.56 FEET AT A BEARING OF S.11038'31"E., FOR A
DISTANCE OF 112.14 FEET TO THE BEGINNING OF A REVERSE CURVE, CONCAVE
WESTERLY; THENCE RUN SOUTHERLY, ALONG THE ARC OF SAID CURVE TO THE
RIGHT, HAVING A RADIUS OF 580.71 FEET, THROUGH A CENTRAL ANGLE OF 17014'47",
SUBTENDED BY A CHORD OF 174.14 FEET AT A BEARING OF S.13009'22"E., FOR A
DISTANCE OF 174.80 FEET TO THE END OF SAID CURVE; THENCE RUN S.04031 '58"E.,
FOR A DISTANCE OF 310.08 FEET; THENCE RUN S.00036'32"E., FOR A DISTANCE OF
140.46 FEET; TO THE BEGINNING OF A TANGENTIAL CIRCULAR CURVE, CONCAVE
NORTHWESTERLY; THENCE RUN SOUTHWESTERLY, ALONG THE ARC OF SAID CURVE
TO THE RIGHT, HAVING A RADIUS OF 80.00 FEET, THROUGH A CENTRAL ANGLE OF
88025'15", SUBTENDED BY A CHORD OF 111.57 FEET AT A BEARING OF S.43036'06"W.,
FOR A DISTANCE OF 123.46 FEET TO THE END OF SAID CURVE: THENCE RUN
S.8r48'43"W., FOR A DISTANCE OF 1246.09 FEET; TO THE BEGINNING OF A TANGENTIAL
CIRCULAR CURVE, CONCAVE SOUTHERLY: THENCE RUN WESTERLY, ALONG THE ARC
OF SAID CURVE TO THE LEFT, HAVING A RADIUS OF 1474.47 FEET, THROUGH A
CENTRAL ANGLE OF 6008'39", SUBTENDED BY A CHORD OF 158.04 FEET AT A BEARING
OF S.84044'23"W., FOR A DISTANCE OF 158.12 FEET TO THE BEGINNING OF A REVERSE
CURVE, CONCAVE NORTHERLY; THENCE RUN WESTERLY, ALONG THE ARC OF SAID
CURVE TO THE RIGHT, HAVING A RADIUS OF 814.75 FEET, THROUGH A CENTRAL
ANGLE OF 19050'09", SUBTENDED BY A CHORD OF 280.66 FEET AT A BEARING OF
N.88024'52"W., FOR A DISTANCE OF 282.06 FEET TO THE POINT OF TERMINATION;
CONTAINING 10.306 ACRES, MORE OR LESS.
THIS PROPERTY SUBJECT TO EASEMENTS RESERVATIONS OR RESTRICTIONS OF
RECORD
BEARINGS SHOWN HEREON REFER TO THE EAST LINE OF THE NORTHWEST QUARTER
OF SECTION 35, TOWNSHIP 46 SOUTH, RANGE 28 EAST, COLLIER COUNTY, FLORIDA AS
BEING S.00058'38"E.
SIDELINES OF THE HEREIN DESCRIBED CENTERLINE ARE TO BE LENGTHENED OR
SHORTENED TO MEET THE ANGLE POINTS FORM AND TO A LINE WHICH RUNS
PERPENDICULAR TO THE POINT OF BEGINNING AND TO THE EAST LINE OF THE
H:1200112oo1 1 111WPlPRROADSLdoc
EXHIBIT "4 "
Page.3 of 7
HM PROJECT # 2001111
12/8/08
REF DWG # B-6438
30F3
SOUTHWEST QUARTER OF SECTION 28, TOWNSHIP 46 SOUTH, RANGE 28 EAST,
COLLIER COUNTY, FLORIDA WHICH BEARS S.01 o16'19"E. TO THE POINT OF
TERMINATION.
HOLE MONTES, INC.
CERTIFICATE OF AUTHORIZATION LB # 1772
BY ~ fit. ~ P.S.M. #5628
THOMAS M U HY STATE OF FLORIDA
H:\2001\2001111\WPlPRROADSLdoc
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Exhibit "B"
(Benefited Land)
Southwest Quarter (SW 'I.) of Section 28, Township 46 South, Range 28 East, Collier
County, Florida; containing 160.0 acres.
AND
Northwest Quarter (NW 'I.) of Section 33, Township 46 South, Range 28 East, Collier
County, Fiorida; containing 160.0 acres.
ESCROW AGREEMENT
..1"
THIS AGREEMENT made on this :.\ day of bec.e-,......,'c." , 2008 by and
between, LAKE TRAFFORD RANCH, L.L.L.P., Florida limited liability limited partnership
(the Seller), whose address is 4~1 Co..c-.~ Rd. IV"f\@.", FL 3"'.~ and, COLLIER COUNTY,
a political subdivision of the State of Florida, (the Purchaser), whose address is 3301 East
Tamiami Trail, Naples, FL 34112 and STEWART TITLE COMPANY, (the Escrow Agent),
whose address is 3936 Tamiami Trail North, Suite A, Naples, Florida 34103;
WITNESSETH:
WHEREAS, the Purchaser and Seller entered into a purchase contract for the sale of real
property located at (SEE ATTACHED EXHIBIT "A''), and
WHEREAS, both Purchaser and Seller are desirous of having STEW ART TITLE COMPANY
act as Escrowee. in accordance with the terms and conditions ofthis agreement;
NOW, THEREFORE, Escrow Agent, Purchaser and Seller agree as follows:
I. That the transfer of title shall be completed and the transaction closed.
2. That escrow agent is authorized to hold the sum of$388,250.00 in an interest bearing account.
3.. That the monies held in escrow shall be held and released in accordance with the terms of the
contract as specifically set out in paragraphs 6.012, 6.013 and 6.015, 6.017 and the subsequent
paragraphs to 6.017 (Copy attached as Exhibit "8"):
4. Escrow Agent may act in reliance upon any writing or instrument or signature which it, in
good faith, believes to be genuine, may assume the validity and accuracy of any statement or
assertions contained in any such writing or instruments; and may assume that any person
purporting to give any writing, notice, advice or instruction in connection with the provisions
hereof has been authorized to do so. Escrow Agent shall not be liable in any manner for the
sufficiency or correctness as to form, manner of execution, or validity of any written instrument
delivered to it, nor as to the identity, authority, or rights of any person executing the same. The
duties of the Escrow Agent shall be limited to the safekeeping of the deposits and disbursing the
same in accordance herewith. Escrow Agent undertakes to perform only such duties as are
expressly set forth herein, and implied duties or obligations shall not be read into this agreement.
Upon the Escrow Agent disbursing the deposits in accordance with the provisions hereof, the
escrow account or accounts shall terminate and the Escrow Agent shall disburse and shall
thereafter be released from any liabilities hereunder in connection therewith. Seller does hereby
transfer, convey, give, deposit with, pledge and deliver under the absolute control of Escrow
Agent said sum to be held in escrow in accord herewith. Ownership of this money shall vest in
Escrow Agent in escrow in accord herewith for such period of time as is necessary to satisfY said
requirement( s) whether said requirements are satisfied by Seller or Purchaser as provided in this
agreement.
5. Escrow Agent shall be protected with respect to any action taken or suffered by it hereunder in
good faith. Escrow Agent shall not otherwise be liable for any mistakes of fact or errors of
judgment or for any acts or omissions of any kind unless caused by its misconduct or gross
negligence, and Purchaser and Seller agree to indemnifY and hold Escrow Agent hannless of any
claims, demands, causes of action, liabilities, damages and judgments, including the costs of
defending any action against either of them together with any reasonable attorney's fees incurred
in connection therewith, with respect to Escrow Agent's undertaking pursuant to the terms and
conditions of the Escrow Agreement, unless such act or omission is a result of misconduct or
gross negligence of Escrow Agent.
6. In the event of a disagreement with respect to the interpretations of this agreement, or with
respect to the rights or obligations, or the propriety of any action contemplated by Escrow Agent,
Escrow Agent may, in its sole discretion, file appropriate legal action to resolve such
disagreement. Escrow Agent shall be indemnified by Purchaser and Seller for all of Escrow
Agent's costs, including reasonable attorney's fees, in connection with any such legal action.
7. Escrow Agent may resign at any time upon the giving of thirty (30) days notice to Purchaser
and Seller of Escrow Agent's intent to so resign.
8. All notice and communications herein between the Escrow Agent, Purchaser and Seller shall
be in writing and shall be deemed to be duly given if sent by mail, to the respective addresses set
forth above.
9. The rights created by this Escrow Agreement shall inure to the benefit of and the obligations
created hereby shall be binding upon, the successors and assigns of Escrow Agent and all parties
to this agreement.
10. This agreement shall be construed and enforced according to the laws of the State of Florida.
IN WITNESS WHEREOF, the parties have executed this Escrow Agreement on the day and
year first above written.
Witness No. I
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Witness No.2
By:
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Witness No. I
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Witness No.2
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By", ~
ART TL COM ANY: ATTEST: ,..(;I,RJ.
DWIGHfE.'BROCK~
~; :. oe~uty Clerk
'ttett 1lS:, to C1Ia1
"
~iqna~!Il'~QIIl.,
'-''Ji,t:: ' ,,\.'
**********NOTICE TO ESCROW participants
You have entered into an Escrow Agreement whereby certain monies are to be held by Stewart
Title Company under the terms of the Escrow Agreement. It is your responsibility to assure
that the terms of the Escrow Agreement are met. Stewart Title Company has no duty to
monitor the performance of any parties to the Escrow Agreement. Upon proper notification by
the parties to the agreement, Stewart Title Company will disburse the funds that it holds in
accordance with the agreement. The undersigned escrow participants acknowledge receipt of
a copy ofthis Notice and a copy of the Escrow Agreement.
Escrow Participants:
** By Thomas M. Taylor and
Christopher L. Allen,
as General Partners
r\p~rJ6a as to torm d... jogi'll bijtt~Gkf~~y
~liS~: .-
~. ountyl'; ey
48613/BH
(escrow agreement (short)
EXHffiIT "A"
The SE V. of the SW V. and the West ';' of the SW V. of the SE Yo and the East 11, of the East 11, of the SW V. of the SE Yo of Section 22,
Township 46 South, Rang~ 28 East, Collier County, Florida and
The SE Yo of the SW Y. of Section 26, Township 46 South, Range 28 East, Collier County, Florida and
All of Section 28, Township 46 South, Range 28 East, Collier County, Florida and
The NW V. of the NE Y. of the NW Y. of Section 35, Township 46 South, Range 28 East, Collier County, Florida and
A parcel ofland in Section 26, Township 46 South, Range 28 East, Collier County, Florida, more particularly described as:The West
11, of Section 26, less the North 1,451.35 feet, and less the SE Yo of the SW Y. and less approximately 9.67 acres, currently owned by
South Florida Waler Management District in the SE Y. of the NW V. Collier County, Florida and
All of Section 27, Township 46 South, Range 28 East, Collier County, Florida and
All of Section 33, Township 46 South, Range 28 East, Collier County, Florida and
The East 11, of the East 11, of the NW Y.; and the NE v., less the East 30 feet and the Northerly 30 feet for public road right-of-way per
dedication thereof recorded in Plat Book 12, page 67, (known as Pepper Road), Section 35, Township 46 South, Range 28 East, Public
Records of Collier County, Florida, Less 2.29 acres in the NE Y. described in Deed recorded in OR Book 1834, page 216; also Less
the real property described in Quit Claim Deed recorded in OR Book 49, page 4; and in OR Book 280, page 480; and in OR Book
282, page 283; and in OR Book 289, page 910, Public Records of Collier County, Florida and
The SW V. of the NW 1/4 ; and the West 11, of the SE Y. of the NW Yo; and the SW Y. of the NE V. of the NW v.; and the South II, of
the NW V. of the NW l4; and the NW V. of the NW V. of the NW v.; and the West II, of the NE V. of the NW Y. of the NW V. of
Section 35, Township 46 South~ Range 28 East, Collier County, Florida.
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deemed an election by Purchaser to accept the Property with the
&nCloachment, or projection, or lack of legal access.
V. INSPECTION AND CONTINGENCIES
5.01 On or before December 30, 2008 ("Inspection Period") Purchaser shall
determine through appropriate investigation that:
1. With the exception of the cattle dipping vat area and oil well area, the Properly
is in compliance with all applicable State and Federal envlronmenlallaws and
the Property is free from any pollutlon or contamination.
2. The Properly can be utilized for its intended use and purpose in the
Conservation Collier program.
5.02 If the foregoing conditions are not satisfied as provided for in Paragraph 5.01
then Purchaser may terminate this Agreement by written notice to the Seller prior
to December 30,2008, Purchaser's failure to do so is a waiver of this termination
right. If Purchaser terminates this Agreement as a resutt of this provision then
Purchaser will deliver to Seller copies of all engineering, environmental, consulting
and soli reports it has obtained conceming the Properly,
5.03 Purchaser and tts agents, employees and servants shall, at their own risk
and expense, halle the rig~t to go upon the Properly for the purpose of surveying
and conducting non-destructive stte analyses, soil borings, and reasonably
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 Properly. Purchaser or Purchaser's agents shall
not conduct any inspection so as 10 cause damage to the Property, and
Purchaser shell restore the Property to its pre-inspection condition not later than
ten (10) days after any such damage occurs. This provision shall survive
termination of this Agreement
VI SELLER RESPONSIBILITIES
8.01 Seller hereby agrees !hat tt shall do the following:
6.011 This Panagraph,has been Intantionelly deleted.
6.012 Within sixty (60) days after date of Closing, Seller shall, at its own cost
and expense, demolish and clear debris from all known structures on the
Properly, except the lodge, caretaker house and pole barn on Property.
6.013 Wtthin sixty (60) days after date of Closing, Seller shall, at its own cost
and expense, pump out, crush and fill all known septic tanka on the Properly
in accordance with all epplicable Collier County and Stata of Florida
requirements, except for those saptic tanks serving the structures to be
retained on the Properly.
8.014 Within sixty (SOl days after date of Closing, Seller, at tts expense shall
locate and place abo""llround mar1<ers indicating the location of all remaining
known septic tanks, cesspools and water wells located on the Properly.
8.015 Following the Closing, the Seller will continue the proceS8 in which
the Seller and the Purchaser have to date been engaged in order to evaluate,
and then remediate the contamination within an approximate 12 acre portion
of the Properly located as shown on Exhibit F (the Cattle Vat Stte) that was
the site of an old. but long ago discontinued, cattle dipping vat which contains
levels of concentration of arsenic above Florida Depertment of Environmental
Protection (FDEP) Cleanup Target Lellels (CTLs). A Phase" avaluation has
been performed by HSA Environmental Consuttants and Scientists, Inc.
(HSA) and a Site Assessment Report has been prepared by HSA. In addition,
the Seller and Purcheser have met With HSA and FDEP to discuss a program
,
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of remediation based on the HSA Site Assessment Report. Based on these
discussions, HSA is currently preparing a Remedial Action Plan (RAP) for
wrttten approval by FDEP. The Seller will arrange and pay at its own cost
and expense for all af;lions as required by the RAP including but not limited to
the removal of the quantities of contaminated soil at levels of concentration
which require removal, its transportation to an acceptable dispoaal site and
the installation and m/lintenance of monitoring wells on the Cattle Val Site for
a period of time as, recommended in the RAP and approved by FDEP.
Purchaser shaH accept FDEP approval standards as they relata to the RAP.
Once the monitoring ,shows the contamination plume Is stable or shrinking
(pu",uant to F.A.C. Ch 62-780), the SeHer will have a continuing obligation to
assist Purchaser and.wor1< wtth FDEp..to establish and implement institutional
and engineering controls over the Cattle Vat Sita that are provided for by
applicable regulations. Any required restrictive covenants that must be
imposed on the tIlle to the Callle Vat Site must be provided by the Purchaser
as ~ wHI then be the cwnar thereof, The cost and expense of the preparation
of the legal description for the cattle vat site, removel and diaposai of
contaminated soil, co;,sultant fees to HSA, permit and application fees to any
agency, installation and maintaining of monitoring wells and all necessary
equipment and the cost of implementing any BIlgineertng end institutional
controls wUI be paid for from the funds to be deposited and retained in escrow
In accordance with Paragraph 2.02.
8.016 Notify the operator of tha axisting oil weHs located on the Property of its
responsibility to bear the cost of remediation from any spills or contamination
that may resu~ from its operations and of the requirement to maintain, keep
in force and effect, and proviqe an ongoing Spill Prevention Control and
Countermeesures Program or protocol end to comply with all applicable laws
and regulations governing Its operettons.
6.017 The portion of Selle(s sales proceeds from the olosing of the SUbject
transaction that are to be retained pursuant to paragreph 2.02 will be held
and releesed to SeHer following performance of the work in Paragraphs 6,012
6.013 and 6.015. The amount allocated to the wor1< in 6.012 Is $14,750; the
amount allocated to the work in 6.013 is $13,500 and the amount allocated to
the work in 6.015 is $360,000. As each ~em of work In Paragraphs 6.012
and 6.013 is completed, the amount of money retained for ~ shaH be released
to the Seller as foHows: With respect to Paragraphs 8.012 and 6.013, Seller
shall advise Purcha$er arid escrow agent in writing when the. activities
outlined in said Paragraphs have been completed and Purchaser may Inspect
the Property and contact appropriate. agencies to verify same within ten (10)
business days of naceipt of Seller's notification, If Purchaser does not object
w~h specificity in writing within said tan (10) day period, the escrow agent
shall release to the Seller the sum from escrow pertaining to the applicable
item. If Purchaser objects, Purchaser shall notify Seller In writing of Its
specific objection within said Ian (10) day lime period and Seller shall oomedy
any specified defect, whereupon the applicable escrowed sum shall be
released to the Seller:
With respect to 'Paragraph 6,015 above, an independent third party
licensed professional shall be required to certify thaI said work has been
completed and escrow agent shall release the designated sum to the Seller. II is
egreed that HSA is an acCeptable third party professional. If HSA's services aoo
terminated, then the Purchaser shall have the right to select and retain a substitute
third party professional at Selle", expense.
As the work under Paragraph 8.015 above is performed, percentage
progooss payments of the sum held by the Purchaser pertaining to Paragraph
6.015 shall be made to Seller by the Purchaser so authorizing the escrow agent.
The amount and percentage will be detarmined based on certification by HSA.
Upon completion of the wor1<, and at such time that HSA certifies that the
6
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Lease #
LEASE AGREEMENT
.t
THIS LEASE AGREEMENT entered into this ~ day of '::>e.c..c."" \"....- , 2008, between
LAKE TRAFFORD RANCH, LLLP, a Florida limited liability limited partnership, by its undersigned General
Partners, whose address is 481 Carica Road, Naples, Florida 34108, hereinafter referred to as "LESSEE", and
COLLIER COUNTY, a political subdivision of the State of Florida, whose mailing address is 330 I East
Tamiami Trail, Naples, Florida 341 12, hereinafter referred to as "LESSOR".
WITNESSETH
In consideration of the mutual covenants contained herein, and other valuable consideration, the parties
agree as follows:
ARTICLE I.
Demised Premises and Use
LESSOR hereby leases to LESSEE and LESSEE hereby leases from LESSOR Two Thousand Twelve
point One (2,012.1) acres of property described in Exhibit "A," which is attached hereto and made a part of this
Lease, hereinafter called the "Demised Premises," situated in the County of Collier and the State of Florida, for
the sole purpose of cattle grazing and incidental activities that are directly related to beef cattle production..
All animal husbandry principles and practices applicable to the property and efficient use of grazing
resources shall be followed at all times. The LESSEE shall be responsible for the establishment and
implementation of sound grazing practices based on the best management guidelines of the U.S. Department of
Agriculture's National Resources Conservation Service.
Consistent with its status as a tenant the LESSEE will have exclusive use and possession of the Demised
Premises, however, the LESSOR may, as specified below: (i) alter its boundaries and/or (ii) make use of
portions of it for hunting, public access, and other activities consistent with the Conservation Collier program,
as described below in this Article I and in Article 16(e) and (t). LESSOR'S use shall not, however, interfere
with LESSEE'S permitted use of the Demised Premises, nor expose LESSEE to liability to third parties based
on the use that LESSOR is permitted to make of the Demises Premises.
This LEASE AGREEMENT may be amended from time-to-time in order to change the size of the
Demised Premises as necessary to accomplish the goals, policies, and objectives of the Conservation Collier
Implementation Ordinance (Ordinance 02-63, as amended). LESSOR'S representative (e.g., Real Estate
Services Staft) shall advise LESSEE, in writing, of its intent to recommend that LESSOR amend this LEASE
AGREEMENT. Any Such change shall only be effective not less than ninety (90) days after it is executed by
the Board of County Commissioners.
ARTICLE 2.
Term of Lease
LESSEE shall have and hold the Demised Premises for a term of three (3) years, commencing on the
date LESSOR executes this Lease. LESSEE is granted the option, provided LESSEE is not in default of any of
the terms of this Lease, to renew same for two (2) additional terms of one (1) year, under the same terms and
conditions, except as to the rental amount, as provided herein, by giving written notice of LESSEE'S intention
to do so to the LESSOR not less than thirty (30) days prior to the expiration of the leasehold estate hereby
created. LESSOR reserves the right to deny LESSEE, in writing, of any renewal term. Said notice shall be
effective upon placement of the notice in an official depository of the United States Post Office, Registered or
Certified Mail, Postage Prepaid.
ARTICLE 3. Rent
LESSEE hereby covenants and agrees to pay as rent for the Demised Premises the sum of Two Thousand
Twelve Dollars and No Cents ($2,012) per year. Said annual rent shall be paid in full upon thirty (30) days from
the date in which this Lease is executed by the LESSOR. LESSEE will also be responsible for the payment of
additional rent as provided for in ARTICLE 5 of this Lease.
In the event LESSEE elects to renew this Lease, as provided for in ARTICLE 2, the rent set forth in
ARTICLE 3 shall be increased utilizing the method outlined in ARTICLE 4.
LESSEE and LESSOR reserve the right to terminate this Lease, with or without cause, by providing the
other party with thirty (30) days written notice to the address set forth in ARTICLE 14 of this Lease. Said
notice shall be effective upon placement of the notice in an official depository of the United States Post Office,
Registered or Certified Mail, Postage Prepaid. Upon termination of this Lease, (i) LESSEE will have ninety
(90) days after termination to make arrangements to remove the existing cattle, during which 90 days the cattle
must remain, and (ii) LESSOR will remit to LESSEE any prepaid and unearned rent for any period that exceeds
(60) days after such 90 days.
ARTICLE 4.
Renewal Term Rent
In the event LESSEE elects to renew this Lease, as provided for in ARTICLE 2, the rent set forth in
ARTICLE 3 shall be increased for each ensuing one (I) year renewal term by five (5) percent from the previous
year, compounded.
ARTICLE 5.
Intentionally Omitted.
ARTICLE 6.
Modifications to Demised Premises
Prior to making any changes, alterations, additions or improvements to the Demised Premises, LESSEE
will provide to LESSOR all proposals and plans for alterations, improvements, changes or additions to the
Demised Premises for LESSOR'S written approval, specifying in writing the nature and extent of the desired
alteration, improvement, change, or addition, along with the contemplated starting and completion time for such
project. LESSOR or its designee will then have sixty (60) days within which to approve or deny in writing said
request for changes, improvements, alterations or additions. LESSOR shall not unreasonably withhold its
consent to required or appropriate alterations, improvements, changes or additions proposed by LESSEE. If
after sixty (60) days there has been no response from LESSOR or its designee to said proposals or plans, then
such silence shall be deemed as a denial to such request to LESSEE.
LESSEE covenants and agrees in connection with any maintenance, repair work, erection, construction,
improvement, addition or alteration of any authorized modifications, additions or improvements to the Demised
Premises, to observe and comply with all then and future applicable laws, ordinances, rules, regulations, and
requirements of the United States of America, State of Florida, County of Collier, and any and all governmental
agencIes.
All alterations, improvements and additions to the Demised Premises shall at once, when made or
installed, be deemed as attached to the freehold and to have become property of LESSOR. Prior to the
termination of this Lease or any renewal term thereof, or within thirty (30) days thereafter, if LESSOR so
directs, LESSEE shall promptly remove the additions, improvements, alterations, fixtures and installations
which were placed in, on, or upon the Demised Premises by LESSEE, and repair any damage occasioned to the
Demised Premises by such removal; and in default thereof, LESSOR may complete said removals and repairs at
LESSEE'S expense.
LESSEE covenants and agrees not to use, occupy, suffer or permit said Demised Premises or any part
thereof to be used or occupied for any purpose contrary to law or the rules or regulations of any public
authority .
ARTICLE 7.
Access to Demised Premises
LESSOR, its duly authorized agents, representatives and employees, shall have the right to enter into and
upon the Demised Premises or any part thereof at any time, without notice to the LESSEE, for the purpose of
examining the same and making repairs, inspecting or curing a default or nuisance, or providing maintenance
service therein, and for the purposes of inspection for compliance with the provisions of this Lease Agreement.
If LESSOR should need to utilize the property for any length oftime, for any purpose, the LESSOR shall advise
the LESSEE of its intentions by oral notice.
ARTICLE 8.
Assignment and Subletting
LESSEE covenants and agrees not to assign this Lease or to sublet the whole or any part of the Demised
Premises, or to permit any other persons to occupy same without the written consent of LESSOR. Any such
assignment or subletting, even with the consent of LESSOR, shall not relieve LESSEE from liability for
payment of rent or other sums herein provided or from the obligation to keep and be bound by the terms,
conditions and covenants of this Lease. The acceptance of rent from any other person shall not be deemed to be
a waiver of any of the provisions of this Lease or to be a consent to the assignment of this Lease or subletting of
the Demised Premises.
ARTICLE 9.
Indemnity
LESSEE, in consideration of Ten Dollars ($10.00), the receipt and sufficiency of which is hereby
acknowledged, shall indemnify, defend and hold harmless LESSOR, its agents and employees from and against
any and all liability (statutory or otherwise), damages, claims, suits, demands, judgments, costs, interest and
expenses (including, but not limited to, attorneys' fees and disbursements both at trial and appellate levels)
arising directly from any injury to, or death of, any person or persons or damage to property (including loss of
use thereof) related to (A) LESSEE'S use of the Demised Premises, (B) any work or thing whatsoever done, or
any condition created (otherthan by LESSOR, its employees, agents or contractors) by or on behalf of LESSEE
in or about the Demised Premises, (C) any condition of the Demised Premises due to or resulting from any
default by LESSEE in the performance of LESSEE'S obligations under this Lease, or (D) any negligent act or
omission of LESSEE or its agents, contractors, employees, subtenants, licensees or invitees. In case any action
or proceeding is brought against LESSOR by reason of anyone or more thereof, LESSEE shall pay all costs,
2
attorneys' fees, expenses and liabilities resulting therefrom and shall defend such action or proceeding if
LESSOR shall so request, at LESSEE'S expense, by counsel reasonably satisfactory to LESSOR.
It is acknowledged that in accord with the terms of this Lease (i) certain uses may be made of the
Demised Premises by the LESSOR and (ii) LESSOR may permit third parties to make use of the Demised
Premises. However, LESSEE shall have no liability to such third parties, in particular members of the public or
hunters, nor shall LESSEE be required to maintain or manage the Demised Premises to a standard or condition
that would or might be required to business invitees given that LESSEE'S permitted use not involve or
contemplate the presence of business invitees. Any presence of members of the public, or hunters will be at the
direction or invitation of LESSOR. The Demised Premises are unimproved agricultural pasture lands and/or
naturally vegetated areas. LESSEE'S responsibilities for maintenance in accord with Article II, and its
responsibility and liability to LESSOR under this Articles 9 are and shall be based on the standards of care
required of a tenant of lands having the forgoing characteristics and uses and an absence of business invitees.
The LESSOR shall not be liable for any injury or damage to person or property caused by the elements
or by other persons in the Demised Premises, or from the street or sub-surface, or from any other place, or for
any interference caused by operations by or for a governmental authority in construction of any public or
quasi-public works.
The LESSOR shall not be liable for any damages to or loss of, including loss due to petty theft, any
property, occurring on the Demised Premises or any part thereof, and the LESSEE agrees to hold the LESSOR
harmless from any claims for damages, except where such damage or injury is the result of the gross negligence
or willful misconduct ofthe LESSOR or its employees.
ARTICLE 10. Insurance
LESSEE shall provide and maintain a farm liability policy which shall be approved by the Collier
County Risk Management Department, for not less than an amount of One Million Dollars and No/IOO Cents
($1,000,000.00) throughout the term or any renewals thereof to this Agreement. In addition, LESSEE shall
provide and maintain Worker's Compensation Insurance covering all employees meeting Statutory Limits in
compliance with the applicable state and federal laws. The coverage shall include Employer's Liability with a
minimum limit of One Hundred Thousand Dollars and Noll 00 Cents ($100,000.00) each accident.
Such insurance policy(ies) shall list Collier County as an additional insured thereon. Evidence of such
insurance shall be provided to the Collier County Risk Management Department, 3301 East Tamiami Trail,
Administration Building, Naples, Florida, 34112, for approval prior to the commencement of this Lease
Agreement; and shall include a provision requiring ten (10) days prior written notice to Collier County c/o
County Risk Management Department in the event of cancellation or changes in policy(ies) coverage. LESSOR
reserves the right to reasonably amend the insurance requirements by issuance of notice in writing to LESSEE,
whereupon receipt of such notice LESSEE shall have thirty (30) days in which to obtain such additional
msurance.
LESSOR shall maintain such liability insurance, or self funded liability reserves, as are appropriate to
protect itself and LESSEE from third party claims based on use of the Demised Premises that the LESSOR is
permitted to make, or allows third parties to make, in accord herewith.
ARTICLE II. Maintenance
LESSEE shall be allowed to store, within the Demised Property, any functional maintenance equipment
and supplies required for activities directly related to beef cattle production on the Demised Property.
LESSEE, at its sole cost and expense, shall mow the improved pasture within the Demised Property a
minimum of one (1) time per year and may roller chop specific areas of pasture when needed as a means to
control exotic and woody plant growth and to upkeep areas located around cattle pens. LESSEE shall develop
the mowing schedule and include variables such as excessive rainfall, drought or other unforeseen conditions.
Each individual improved pasture within the Demised Property may include mineral feeders,
supplemental feed trough, and molasses feed tanks as a means to control cattle concentration areas. Rotation of
cattle shall continue throughout the year on a scheduled basis. In the event there has been an extremely dry and
cold winter or an exceptionally wet season, the cattle will be managed by LESSEE to fit the available forage.
LESSEE may not fertilize improved pasture areas.
Unless specifically authorized in writing by LESSOR in advance, plowing, ditching or digging of water
holes shall be prohibited.
LESSEE, at its sole cost and expense, shall erect, if not already existing, and maintain a fence acceptable
to LESSOR around that area of the Demised Premises which shall contain any cattle. This fencing is crucial in
retaining cattle and preventing cattle from roaming off of the Demised Premises.
3
LESSEE shall, at its sole cost and expense, keep the Demised Premises free from debris, litter,
abandoned equipment and vehicles, and the like, at all times. If said Demised Premises are not kept free from
debris, litter, abandoned equipment and vehicles, and the like, in the opinion of LESSOR, LESSEE'S manager
will be so advised in writing. If corrective action is not taken within ten (10) days of the receipt of such notice,
LESSOR will cause the same to be cleaned and corrected and LESSEE shall assume and pay all necessary
cleaning costs and such costs shall constitute additional rent which shall be paid by LESSEE within ten (10)
days of receipt of written notice of costs incurred by LESSOR.
The LESSEE, at its sole cost, shall repair all damage to the Demised Premises caused by LESSEE, its
employees, agents, independent contractors, guests, invitees, licensees, and patrons.
The LESSEE, at its sole cost, shall remove from the Demised Premises in accordance with all applicable
rules, laws and regulations, all non-naturally occurring solid, liquid, semisolid, and gaseous trash and waste (but
not animal waste) and refuse of any nature whatsoever which might accumulate and arise from the operations of
the LESSEE'S business. Such trash, waste and refuse shall be stored in closed containers approved by the
LESSOR.
LESSEE shall have the right to keep necessary machinery, tools or supplies in a agreed upon designated
area.
LESSEE shall make monthly inspections of exterior fences and gates and make repairs to the fencing as
needed.
LESSOR shall be responsible for all invasive exotic plant control and prescribed burning within the
Demised Property.
LESSOR! Preserve Manager shall visit the property at least semi-annually to evaluate the management
and grazing operation. The LESSOR! Preserve Manager and the LESSEE/Managing Partner shall meet
annually to review and, if necessary, revise any grazing and/or pasture management plans.
LESSEE shall report any violation observed pertaining to rules and regulations promulgated by Collier
County or the Florida Fish and Wildlife Conservation Commission. LESSEE shall immediately report any
incidence of the following:
. Fire
. Vandalism
. Theft
. Poaching
. Trespassing
. Any hazard, condition or situation that may become a liability to the County or may be damaging to the
property or improvements on the property.
LESSEE has no affirmative duty to actively monitor conditions for discovery of such activities.
ARTICLE 12. Default bv LESSEE
Failure of LESSEE to comply for thirty (30) days with any material provision or covenant of this Lease
shall constitute a default, LESSOR may, at its option, terminate this Lease after thirty (30) days written notice
to LESSEE, unless the default be cured within the notice period (or such additional time as is reasonably
required to correct such default). However, the occurrence of any of the following events shall constitute a
default by LESSEE, and this Lease may be immediately terminated by LESSOR:
(a) Abandonment of Demised Premises or discontinuation of LESSEE'S operation.
(b) Falsification of LESSEE or an agent of LESSEE of any report required to be furnished to
LESSOR pursuant to the terms of this Lease.
(c) Filing of insolvency, reorganization, plan or arrangement or bankruptcy.
(d) Adjudication as bankrupt.
(e) Making of a general assignment for the benefit of creditors.
(I) If LESSEE suffers this Lease to be taken under any writ of execution.
In the event of the occurrence of any of the foregoing defaults in this ARTICLE, LESSOR, in addition to
any other rights and remedies it may have, shall have the immediate right to rl>-enter and remove all persons and
property from the Demised Premises. Such property may be removed and stored in a public warehouse or
elsewhere at the cost of and for the account of LESSEE, all without service of notice or resort to legal process
and without being deemed guilty of trespass, or being liable for any loss or damage which may be occasioned
thereby.
4
LESSOR may, at its option, terminate this Lease after receipt by LESSEE of thirty (30) days notice in
writing if a lien is filed against the property or the leasehold interest of the LESSEE, and not removed within
thirty (30) days by LESSEE, pursuant to the Florida Mechanics Lien Law.
If LESSEE fails to pay the rental amount or any additional charges when due to LESSOR as specified in
this Lease, and if said amounts remain unpaid for more than ten (10) days past the due date, the LESSEE shall
pay LESSOR a late payment charge equal to five (5) percent of any payment not paid promptly when due. Any
amounts not paid promptly when due shall also accrue compounded interest of two (2) percent per month or the
highest interest rate then allowed by Florida law, whichever is higher, which interest shall be paid by LESSEE
to LESSOR.
ARTICLE 13. Default bv LESSOR
LESSOR shall in no event be charged with default in the performance of any of its obligations hereunder
unless and until LESSOR shall have failed to perform such obligations within thirty (30) days (or at LESSOR'S
sole discretion, such additional time as is reasonably required to correct such default) after notice to LESSOR
by LESSEE properly specifying wherein LESSOR has failed to perform any such obligations.
ARTICLE 14. Notices
Any notice which LESSOR or LESSEE may be required to give to the other party shall be in writing to
the other party at the following addresses:
LESSOR:
Board of County Commissioners
c/o Real Property Management
Building W
3301 Tamiami Trail East
Naples, Florida 34112
LESSEE:
Mr. Thomas Taylor, General Partner
Lake Trafford Ranch, LLLP
481 Carica Road
Naples, Florida 34108
cc: Office of the County Attorney
Collier County Government Center
Administration Building
3301 Tamiami Trail East
Naples, Florida 34112
Mr. Christopher Allen, General Partner
Lake Trafford Ranch, LLLP
555 Hickory Road
Naples, Florida 34108
Conservation Collier Coordinator
Collier County Government Center
Building W
3301 Tamiami Trail East
Naples, Florida 34112
ARTICLE 15. Surrender of Premises
LESSEE shall remove any improvements completed by LESSEE prior to the expiration of this Lease and
shall deliver up and surrender to LESSOR possession of the Demised Premises and any improvements not
removed upon expiration of this Lease, or its earlier termination as herein provided, in as good condition and
repair as the same shall be at the commencement of the term of this Lease or may have been put by LESSOR or
LESSEE during the continuance thereof, ordinary wear and tear and damage by fire or the elements beyond
LESSEE'S control excepted.
ARTICLE 16. General Provisions
LESSEE agrees to contain cattle within the Demised Premises and prevent cattle from roaming off of the
Demised Premises.
LESSEE shall be allowed to maintain no more than Three Hundred (300) Animal Units at the Demised
Premises. Animal Units will be established based on the following table:
Table 1: Animal Unit Equivalent Guide
Species
950
1,000
1,500
600
800
Animal Unit
Equivalent
AUE
0.92
1.00
1.35
0.60
0.80
Cow,d
Cow with calf
Bull, mature
Cattle, I ear old
Cattle, 2 ear old
5
LESSEE shall have the right to camp overnight on the Demised Premises, at LESSEE'S own risk, and
shall be required to obtain any necessary permits, if required, for this use.
If LESSEE should elect to destroy sick cattle, any use of firearms shall be permitted by LESSOR so as
long as LESSEE is legally permitted to possess such firearm in the County of Collier and / or the State of
Florida, as applicable.
LESSEE acknowledges that there shall be no game hunting or any dispensation of firearms by LESSEE
or his invitees upon the Demised Premises except as specifically allowed under this Lease.
LESSEE fully understands that the police and law enforcement security protection provided by law
enforcement agencies for the above-referenced Demised Premises is limited to that proyided to any other
business or agency situated in Collier County, and acknowledges that any special security measures deemed
necessary for additional protection of the Demised Premises shall be the sole responsibility and cost of LESSEE
and shall involve no cost or expense to LESSOR.
LESSEE expressly agrees for itself, its successor and assigns, to refrain from any use of the Demised
Premises which would interfere with or adversely affect the operation or maintenance of LESSOR'S standard
operations where other operations share common facilities.
(a) Rights not specifically granted the LESSEE by this Lease are hereby reserved to the LESSOR.
(b) LESSEE agrees to pay all sales tax imposed on the rental of the Demised Premises where applicable
under law.
(c) If applicable, LESSEE agrees to pay all intangible personal property taxes that may be imposed due to the
creation, by this Lease, of a leasehold interest in the Demised Premises or LESSEE'S possession of said
leasehold interest in the Demised Premises.
(d) LESSEE shall not perform any environmental property management issues, such as, but not limited to,
burning or removal of vegetation, unless prior approval is granted by LESSOR.
(e) LESSEE acknowledges that LESSOR may allow limited seasonal hunting on the Demised Premises
under the supervision of the Florida Fish and Wildlife Conservation Commission LESSOR is
responsible for developing and implementing rules, protocols, and for the supervision of any hunters and
members of the public generally to guard against accidents, injury to LESSEE'S cattle, and interference
with LESSEE'S permitted use.
(1) LESSOR may engage a Range Conservationist to develop a long-range management plan for the Demised
Premises. LESSEE acknowledges that he will cooperate with LESSOR and any plans that may develop
for the Demised Premises as a result of future planning. Implementation of any such plan shall require
sixty (60) days written notice to LESSEE and if it reduces the land available to LESSEE the rent will be
reduced accordingly.
ARTICLE 17. Intentionally Omitted
ARTICLE 18. Extent of Liens
All persons to whom these presents may come are put upon notice of the fact that the interest of the
LESSOR in the Demised Premises shall not be subject to liens for improvements made by the LESSEE, and
liens for improvements made by the LESSEE are specifically prohibited from attaching to or becoming a lien
on the interest of the LESSOR in the Demised Premises or any part of either. This notice is given pursuant to
the provisions of and in compliance with Section 713.10, Florida Statutes.
ARTICLE 19. Ouiet Enioyment
Subject to LESSOR'S rights provided in this Lease, LESSOR covenants that LESSEE, on paying the
rental amount and performing the covenants, terms and conditions required of LESSEE contained herein, shall
peaceably and quietly have, hold and enjoy the Demised Premises and the leasehold estate granted to LESSEE
by virtue ofthis Lease Agreement.
ARTICLE 20. Waiver
No failure of LESSOR to enforce any terms or conditions herein shall be deemed to be a waiver.
ARTICLE 21. Effective Date
This Lease shall become effective upon execution by both LESSOR and LESSEE.
6
ARTICLE 22. Governing Law
This Lease shall be governed and construed in accordance with the laws of the State of Florida.
ARTICLE 23. Assignment
LESSEE shall have the right to assign this Lease to a legal entity owned or controlled by either Thomas
Taylor or Christopher Allen. LESSOR must be advised of any such assignment in writing.
IN WITNESS WHEREOF, the parties hereto have hereunder set forth their hands and seals.
AS TO THE LESSOR:
DATED:. .. !1.-~~IIJ,DD.!}
, _. _ ..~\\...... -.' "l"~~ " ",,,.,,'~
A 1:1'E:ST; ... ... "~,, .
DWIGHT-E. BROC.K?Clerk
~~v
s.lonatllt'~ ,f19i_"'\'
AS TO LESSEE: -
BY:
TO
DATED; 12-2.3-~~
WITNESSES:
~
(S i gnature )
Q, (I;."",,~S C. Er.c.-~'t-
(Print Name)
LAKE TRAFFORD RANCH, LLLP,
a Florida limited liability limited partnership
(}jh01l{h{. ~~
(Signature)
Colleen M. Mueller
(Print Name)
BY:
THOMAS M. TAYLOR, as General Partner
~~ hL.-~~
~--------
(Signatlll:.e) ,
\<., <\.,... .~c::. G",-- ~
(Print Name)
Mkt1 jj)t(tdjJ/~
(Signature)
Colleen M. Mueller
(Print Name)
LAKE TRAFFORD RANCH, LLLP,
a Florida limited liability limited partnershi
BY
Approved as to form and legal sufficiency;
Jennifer A. Belpedi
Assistant County All y
7
Exhibit "A"
(Legal Description of Demised Property)
Property Tax Identification Number: 00052360002
A parcel of land lying in the East Half (Ey:") of the East Half (Ey:") of the Southwest Quarter
(SW/.) of the Southeast Quarter (SEYo) of Section 22, Township 46 South, Range 28 East,
Collier County, Florida, being more particularly described as follows:
Commence at the Southeast corner of Section 22, Township 46 South, Range
28 East, Collier County, Florida; thence run S 88057'47" W, along the south line
of the Southeast Quarter (SEYo) of said Section 22 for a distance of 1320.38
feet to the Point of Beginning of the parcel of land herein described; thence
continue S 88057'47" W, along the south line of the Southeast Quarter (SEYo)
of said Section 22, for a distance of 330.09 feet; thence run N 00031'18" W for
a distance of 1342.51 feet; thence run N 88058'31" E for a distance of 330.12
feet; thence run S 00031'14" E, for a distance of 1342.44 feet to the Point of
Beginning; containing 10.17 acres, more or less.
AND
Property Tax Identification Number: 00053000002
All of Section 28, Township 46 South, Range 28 East, Collier County, Florida; containing
645.47 acres more or less.
AND
Property Tax Identification Number: 00052960004
All of Section 27, Township 46 South, Range 28 East, Collier County, Florida; containing
643.59 acres more or less.
AND
Property Tax Identification Number: 00053200006
All of Section 33, Township 46 South, Range 28 East, Collier County, Florida; containing
706.33 acres more or less.
8