Loading...
Agenda 05/24/2011 Item #16E 4Agenda Changes Board of County Commissioners Meeting May 24, 2011 Continue Item 16D9 to the June 14, 2011 BCC Meetine: To approve and authorize the Chairman to sign an amendment to the Collier County Hunger and Homeless Coalition (HHC) Subrecipient Agreement for the U.S. Department of Housing and Urban Development (HUD) Homeless Prevention and Rapid Re- Housing (HPRP) Grant approved by the Board on September 15, 2009, Item 161319. This amendment will allow for a revision of Exhibit A of the Subrecipient Agreement to accommodate the HHC request to no longer include Homeless Management Information System (HMIS) activities and to allow HHC to more fully expend grant funds. (Staffs request to modify back -up documents to satisfy County Attorney's requirements) Move Item 16E3 to Item 1OD: Recommendation to approve the First Amendment to Lease Agreement, aka the cattle lease, for the Pepper Ranch Preserve under the Conservation Collier Land Acquisition Program and direct the County Manager, or his designee, to implement the Lease Amendment terms. (Commissioner Coletta and Commissioner Hiller's separate request) Move Item 16E4 to Item 10E: Recommendation to approve an Access Easement to the Florida Department of Environmental Protection (FDEP) and a Declaration of Restrictive Covenant which will allow FDEP to monitor the cattle vat clean -up site at Pepper Ranch Preserve and restrict public uses within the cattle vat clean -up site. (Commissioner Coletta and Commissioner Hiller's separate request) Move Item 16E5 to Item IOF: Recommendation to authorize the release of $250,000 held in escrow to Lake Trafford Ranch, LLLP, the Seller of Pepper Ranch Preserve, and approve the associated Budget Amendment. (Commissioner Coletta and Commissioner Hiller's separate request) Move Item 16F2 to Item IOG: Authorize the County Attorney to advertise an ordinance for future consideration which would amend Ordinance No. 04 -12, as amended, adding provisions relating to requirements for certificate holders operating non - transport Advanced Life Support (ALS) services. (Commissioner Hiller and Commissioner Henning's separate request) Move Item 16C6 to Item l OH: Recommendation to award Contract #11 -5673, "Disaster Debris Removal and Disposal Services," to three firms, and approve AshBritt Environmental Services, Inc., as the initial debris removal contractor in operational readiness for the 2011 Hurricane Season. The firms provide post - disaster equipment and human resources for the collection, removal and disposal of disaster generated debris, which will ensure prompt, timely and efficient restoration of essential services. (Commissioner Hiller's request) Note: Proclamations 4A and 4B to be presented at end of proclamations due to awardees not available at beginning of proclamations being presented. Correction to Bid Number for Item 16C2: "•-,^Fa bid +" l 5657 Award bid #I1 -5647, Grease Hauling Services, to Rockfill Associates, Inc. D /B /A Crews Environmental and authorize the Chairman to sign the agreement following County Attorney approval, in the estimated annual amount of $50,000. (Staffs request to clarify language) 5/26/20112:38 PM 5/24/2011 Item 16.E.4. EXECUTIVE SUMMARY Recommendation to approve an Access Easement to the Florida Department of Environmental Protection (FDEP) and a Declaration of Restrictive Covenant which will allow FDEP to monitor the cattle vat clean -up site at Pepper Ranch Preserve and restrict public uses within the cattle vat clean -up site. OBJECTIVE: To establish and implement institutional and engineering controls over the Pepper Ranch Preserve cattle vat clean -up site as required by FDEP regulations. CONSIDERATIONS: On November 18, 2008, Agenda Item No. 10E, the Board approved an Agreement for the Sale and Purchase of the Pepper Ranch Preserve and on January 27, 2009, Agenda Item No. 101, the Board directed staff to move forward with closing. Staff closed on February 6, 2009. Section 6.015 of the Lake Trafford Ranch, LLLP Agreement for Sale and Purchase, requires the Seller to evaluate, and then remediate the contamination within an approximate 12 acre portion of Pepper Ranch that was the site of an old, but long ago discontinued, cattle dipping vat that contained levels of arsenic concentration above Florida Department of Environmental Protection (FDEP) Cleanup Target Levels (CTLs). The Seller contracted HSA Environmental Consultants and Scientists, Inc. (HSA) to remediate the contamination associated with this cattle dipping vat. HSA implemented a FDEP approved Remedial Action Plan (RAP), and monitoring has shown that the contamination plume associated with the cattle dipping vat is shrinking. Pursuant to Section 6.015 of the Lake Trafford Ranch, LLLP Agreement for Sale and Purchase, once the contamination plume is stable or shrinking, the Seller must assist the County and work with FDEP to establish and implement institutional and engineering controls over the cattle vat site. The Seller has already implemented engineering controls over the cattle vat site by installing clean fill upon and a fence around the area. The Declaration of Restrictive Covenant, and its exhibits, will establish and implement institutional controls over the site to reduce or eliminate the risk of exposure of users or occupants of the site and the environment to contaminants and to reduce or eliminate the threat of migration of contaminants. Under the Covenant: a. There shall be no use of the groundwater under the cattle vat clean -up site. b. There shall be no stormwater swales, stormwater detention or retention facilities, or ditches on the cattle vat clean -up site. c. Excavation and construction deeper than two feet below land surface is not prohibited within the areas containing contaminated soils provided any contaminated soils that are excavated are removed and properly disposed of pursuant to Chapter 62 -780, F.A.C. and any other applicable local, state, and federal requirements. d. In order to ensure the perpetual nature of the above restrictions, Collier County shall reference these restrictions in any subsequent lease or deed of conveyance, including the recording book and page of record of the Declaration. e. FDEP shall be granted an easement to allow them access to monitor the cattle vat clean -up site. FISCAL IMPACT: There is no fiscal impact associated with this Executive Summary. Recording costs associated with recording the Access Easement and the Declaration of Restrictive Covenant shall be paid by Lake Trafford Ranch, LLLP. Packet Page -1635- 5/24/2011 Item 16.E.4. LEGAL CONSIDERATIONS: This item has been reviewed by the County Attorney's Office for legal sufficiency. A majority vote is required for this item's passage. — STW GROWTH MANAGEMENT IMPACT: There is no growth management impact associated with this Executive Summary. RECOMMENDATION: That the Board: 1) Approves and authorizes the Chairman to execute the Access Easement and Declaration of Restrictive Covenant; and 2) Directs the County Manager or his designee to proceed to follow all appropriate closing procedures and to record the aforementioned documents in the Public Records of Collier County, Florida. Prepared By: Melissa Hennig, Principal Environmental Specialist, Department of Facilities Management Attachments: 1. Declaration of Restrictive Covenant 2. Lake Trafford Ranch, LLLP Agreement for Sale and Purchase 3. FDEP Access Easement Packet Page -1636- 5/24/2011 Item 16.E.4. COLLIER COUNTY Board of County Commissioners Item Number: 16.E.4. Item Summary: Recommendation to approve an Access Easement to the Florida Department of Environmental Protection (FDEP) and a Declaration of Restrictive Covenant which will allow FDEP to monitor the cattle vat clean -up site at Pepper Ranch Preserve and restrict public uses within the cattle vat clean -up site. Meeting Date: 5/24/2011 Prepared By Name: HennigMelissa Title: Environmental Specialist, Principal,Facilities Management 4/28/2011 3:50:25 PM Submitted by Title: Environmental Specialist, Principal,Facilities Management Name: HennigMelissa 4/28/2011 3:50:27 PM Approved By Name: ErbCindy Title: Property Acquisition Specialist, Senior,Facilities Date: 4/29/2011 9:48:42 AM Name: CampSkip Title: Director - Facilities Management,Facilities Manage Date: 5/2/2011 1:40:47 PM Name: SmithKristen Title: Administrative SecretaryRisk Management Date: 5/3/20114:55:45 PM Name: WilliamsSteven Title: Assistant County Attorney,County Attorney Date: 5/5/2011 8:17:43 AM Packet Page -1637- Name: PriceLen Title: Administrator - Administrative Services, Date: 5/9/20114:49:36 PM Name: WilliamsSteven Title: Assistant County Attorney,County Attorney Date: 5/10/2011 10:01:04 AM Name: KlatzkowJeff Title: County Attorney, Date: 5/12/20112:40:57 PM Name: StanleyTherese Title: Management/Budget Analyst, Senior,Office of Management & Budget Date: 5/13/20113:30:27 PM Name: OchsLeo Title: County Manager Date: 5/15/20119:33:26 PM Packet Page -1638- 5/24/2011 Item 16.E.4. CONSERVATION COLLIER Pepper Ranch Preserve Prepared by: Steven T. Williams, Esquire Office of the County Attorney 3299 Tamiami Trail East, Suite 800 Naples, Florida 34112 -5749 (239) 252 -8400 ACCESS EASEMENT 5/24/2011 Item 16.E.4. THIS ACCESS EASEMENT, made and entered into this day of , 2011, by COLLIER COUNTY, a political subdivision of the State of Florida, whose post office address is 3335 Tamiami Trail East, Suite 101, Naples, Florida 34112, hereinafter referred to as "Grantor", to FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION, DIVISION OF WASTE MANAGEMENT, 2295 Victoria Avenue, Ste 364, Fort Myers, Florida 33902, 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.) WITNESSETH: 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 monitor the existing cattle vat site located in Collier County, Florida, as described on Exhibit "B" (the Benefited Land "). 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 enter upon said land for the purpose of monitoring the existing cattle vat site. The easement granted herein shall constitute easements running with the land and shall burden the lands described above. IN WITNESS WHEREOF, the Grantor has caused these presents to be executed the date and year first above written. ATTEST: DWIGHT E. BROCK, Clerk , Deputy Clerk (OFFICIAL SEAL) Approved as to form and legal sufficiency: Steven T. Williams s (f-) ,n Assistant County Attomey i %•to. BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: Packet Page -1639- , Chairman 5/24/2011 Item 16.E.4. �- HIBIT PA "r3__ r of z� g HOLE RIIONTES Doun. ' s WOSCAKAFOMECTM 950 Encore Way • Naples. Florida 34110 • Phone: 239.254.2000 • Fax: 239.2542075 HM PROJECT #2001111 11/10/2010 REF. DWG. #B -6 670 Page 1 of 1 LEGAL DESCRIPTION: A 30.00 FOOT WIDE STRIP OF LAND LOCATED IN A PORTION OF SECTIONS 25, 27, 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 25, TOWNSHIP 46 SOUTH, RANGE .28 EAST, COLLIER COUNTY, FLORIDA, THENCE RUN S.00'58'38'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 SAW0172"W., FOR DISTANCE OF 15.00 FEET TO THE POINT OF BEGINNING OF THE CENTERLINE HEREIN DESCRIBED; THENCE RUN N.00 "58'3WW.. PARALLEL TO THE EAST LINE OF THE NORTHWEST QUARTER OF SAID SECTION 35, FOR A DISTANCE OF 29.98 FEET; THENCE RUN N.01.09'15"W., PARALLEL TO THE EAST LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 25, 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 90'06'24, SUBTENDED BY A CHORD OF 113.24 FEET AT A BEARING OF N.46'12'27'W., FOR A DISTANCE OF 125.81 FEET TO THE END OF SAID CURVE; THENCE RUN S.88'4421"W., FOR 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 90'32'26, SUBTENDED BY A CHORD OF 191.82 FEET AT A BEARING OF N.45'59'26"W., FOR A DISTANCE OF 213.33 FEET TO THE END OF SAID CURVE; THENCE RUN N.00'43'13W., 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 90'3470", SUBTENDED BY A CHORD OF 99.49 FEET AT A BEARING OF N.46'00'23"W., FOR A DISTANCE OF 110.65 FEET TO THE END OF SAID CURVE; THENCE RUN S.88 °42'26"W., FOR A DISTANCE OF 197.84 FEET; THENCE RUN N:49'46'25"W., FOR A DISTANCE OF 138.65 FEET TO THE POINT OF TERMINATION: CONTAINING 3.851 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.00- 58'38'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 A LINE WHICH BEARS N.90 *00'00"W. TO THE POINT OF TERMINATION. HOLE MONIES, INC. CERTIFICATE OF AUTHORIZATION LB #1772 BYj &2v� "' • P.S.M. #5628 THOMAS.MURP1HY/ STATE OF FLORIDA etwotuoou r nwrw�+ s+snrae Naples • FoA Myers Venice Packet Page -1640- Si'C T R ' I _ � J 8 q Ci S U F till Zj o w z v M v Z 5/24/2011 Item 16.E.4. r O z O a U N W J Q J Q r z Q a d v U Q O H 2 V W Y K � @1 �a N Q U) O r ZM Q 0 N Z AWORII�IO QLMRBR W BEAPOW 00003 OR OR Z w3333 z Co /o N to p Z M N M N N 7 W 1 Co r� `- w bblbtabl 0 m0m9'. r J U1.2NZ n I C, A � lad GG77 N I O v9O C O D z � S d I Pe1MB a0 P-R-W —OC41 - CLOC '01 -N 1 LIDS A-1 6-rMY KNN,0\11ll000 \1000\41 Packet Page - 1641 - ' 5/24/2011 Item 16.E.4. page I HM of., HOLE MONTES BONN= • RAMM • PATM ns umawaaa 950 E,w. Way • Nion, Raids 34110 • Fmw 239254.2000 • Fax 2392542075 HM PROJECT # 2001111 12/8/08 REF DWG # &8439 1 OF 1 LEGAL DESCRIPTION: A PARCEL OF LAND LOCATED IN A PORTION OF SECTION 27, TOWNSHIP 46 SOUTH, RANGE 28 EAST, COLLIER COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE EAST QUARTER CORNER OF SECTION 27, TOWNSHIP 46 SOUTH, RANGE 28 EAST, COLLIER COUNTY, FLORIDA, THENCE RUN N.01 °10'11 "W., ALONG THE EAST LINE OF THE NORTHEAST QUARTER OF SAID SECTION 27, FOR A DISTANCE OF 60.00 FEET; THENCE RUN N.90 °00'00" W., FOR A DISTANCE OF 265.00 FEET TO THE POINT OF BEGINNING OF THE PARCEL OF LAND HEREIN DESCRIBED; THENCE CONTINUE N.90000'00'W., FOR A DISTANCE OF 840.00 FEET; THENCE RUN N.00 °00'00'E., FOR A DISTANCE OF 640.00 FEET; THENCE RUN S.90.00V0'E., FOR A DISTANCE OF 840.00 FEET; THENCE RUN S.00100'00'W., FOR A DISTANCE OF 640.00 FEET TO THE POINT OF BEGINNING; CONTAINING 12.342 ACRES, MORE OR LESS. THIS PROPERTY SUBJECT TO EASEMENTS RESERVATIONS OR RESTRICTIONS OF RECORD BEARINGS SHOWN HEREON REFER TO THE EAST LINE OF THE NORTHEAST QUARTER OF SECTION 27, TOWNSHIP 46 SOUTH, RANGE 28 EAST, COLLIER COUNTY, FLORIDA AS BEING N.01 °10'11'W. HOLE MONTES, INC. CERTIFICATE OF AUTHORIZATION LB # 1772 BY /NLr / P.S.M. #5628 THOMAS M. MORP10 STATE OF FLORIDA H.A=1t200/ 111 WJPPAMCRECSLdoc Packet Page -1642- 7` �p•1 5/24/2011 Item 16.E.4. EXHIBIT t`$ Of Z •k311 `fie ` j ` ? :" ` �� .S siM�� =�sep��it r � ��i �i ` #t`r � � ijj" y$• � ` �! �'�'7�t�Yj,�t y X � o This instrument prepared by: Board of County Commissioners 3299 Tamiami Trail East, Suite 303 Naples, FL 34112-5746 DECLARATION OF RESTRICTIVE COVENANT THIS DECLARATION "Declaration") is made this (hereinafter "GRANTOR") and (hereinafter "FDEP"). OF RESTRICTIVE day of the Florida Department RECITALS COVENANT (hereinafter —, 20 _, by Collier County of Environmental Protection A. GRANTOR is the fee simple owner of that certain real property situated in the County of Collier, State of Florida, more particularly described in Exhibit "A" attached hereto and made a part hereof (hereinafter the "Property"); B. The FDEP Facility Identification Number for the Property is COM 293369. The facility name at the time of this Declaration is Pepper Ranch — Cattle Pen. This Declaration addresses the discharge that was reported to the FDEP on September 18, 2008; C. Located on the Pepper Ranch within the former cattle pen was a cattle dipping vat that was used prior to the 1940's. The discharge of organochlorine pesticides and arsenic metal on the Property is documented in the following reports that are incorporated by reference: 1. Site Assessment Report/Remedial Action Plan dated November 14, 2008, submitted by HSA Engineers and Scientists; 2. Source Removal Report dated August 20, 2009, submitted by HSA Engineers and Scientists; and 3. Quarterly Groundwater Monitoring and Performance Reports dated July 2009 through June 2010, submitted by HSA Engineers & Scientists; Page I of 9 Packet Page -1644- 5/24/2011 Item 16.E.4. 4. No Further Action Proposal (incorporated in Groundwater Monitoring and Performance Report dated June 2010), submitted by HSA Engineers and Scientists. D. The reports noted in Recital C set forth the nature and extent of the contamination that is located on the Property. These reports confirm that contaminated soil and groundwater as defined by Chapter 62 -780 II A Florida Administrative Code (F.A.C.), exists on the Property. Also, these reports document that the groundwater contamination does not extend beyond the Property boundaries that the extent of the contamination does not exceed % acre; no actual impact or potential impact to surface water, demonstration (minimum 1 year of groundwater monitoring) that contaminant concentrations in groundwater at the property boundaries will not exceed the applicable Level I CTLs and the groundwater contamination is not migrating. E. It is the intent of the restrictions in this Declaration to reduce or eliminate the risk of exposure of users or occupants of the Property and the environment to the contaminants and to reduce or eliminate the threat of migration of the contaminants. F. The FDEP has agreed to issue a Site Rehabilitation Completion Order with Conditions (hereinafter "Order") upon recordation of this Declaration. The FDEP can unilaterally revoke the Order if the conditions of this Declaration or of the Order are not met. Additionally, if concentrations of arsenic increase above the levels approved in the Order, or if a subsequent discharge occurs at the Property, the FDEP may require site rehabilitation to reduce concentrations of contamination to the levels allowed by the applicable FDEP rules. The Order relating to FDEP Facility No. COM_293369, is on file with the FDEP South District Office located at 2295 Victoria Avenue, Suite 364, Fort Myers, Florida 33902 -2549 G. GRANTOR deems it desirable and in the best interest of all present and future owners of the Property that an Order be obtained and that the Property, be held subject to certain restrictions and engineering control, all of which are more particularly hereinafter set forth. NOW, THEREFORE, to induce the FDEP to issue the Order and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the undersigned parties, GRANTOR agrees as follows 1. The foregoing recitals are true and correct and are incorporated herein by reference. 2. GRANTOR hereby imposes on the Property the following restriction: a. There shall be no use of the groundwater under the Property. There shall be no drilling for water conducted on the Property nor shall any wells be installed on the Property other than monitoring wells pre - approved in writing by the FDEP's Division of Waste Management Page 2 of 9 Packet Page -1645- 5/24/2011 Item 16.E.4. (DMW), in addition to any authorizations required by the FDEP's Division of Water Resources Management and the Florida Water Management District. Additionally, there shall be no stormwater swales, stormwater detention or retention facilities, or ditches on the Property. For any dewatering activities, a plan approved by FDEP DWM must be in place to address and ensure the appropriate handling, treatment, and disposal of any extracted groundwater that may be contaminated. b. The area of soil contamination as located on that portion of the Property as described in Exhibit B" (hereafter to be referred to as "That Portion of the Property ") shall be permanently covered and maintained with an engineering control which is outlined and labeled on Exhibit B must be covered with a soil cap that is a minimum of two (2) feet of clean and uncontaminated soil that prevents human exposure. An Engineering Control Maintenance Plan shall be maintained that includes the frequency of inspections and monitoring and the criteria for determining when the engineering control has failed. C. Excavation and construction deeper than two feet below land surface is not prohibited within the areas containing contaminated soils on That Portion of the Property as described in Exhibit B provided any contaminated soils that are excavated are removed and properly disposed of pursuant to Chapter 62 -780, F.A.C. and any other applicable local, state, and federal requirements. Nothing herein shall limit any other legal requirements regarding construction methods and precautions that must be taken to minimize risk of exposure while conducting work in contaminated areas. For any dewatering activities, a plan approved by FDEP DMW must be in place to address and ensure the appropriate handling, treatment, and disposal of any extracted groundwater that may be contaminated. Nothing in this Declaration shall prevent, limit or restrict any excavation or construction at or below the surface outside the boundary of contaminated soils on That Portion of the Property as described in Exhibit B. 3. In the remaining paragraphs, all references to "GRANTOR" and "FDEP" shall also mean and refer to their respective successors and assigns. 4. For the purpose of monitoring the restrictions contained herein, FDEP is hereby granted a right of entry upon and access to the Property at reasonable times and with reasonable notice to the GRANTOR. Access to the Property is further granted by an access easement recorded contemporaneously with this Declaration. 5. It is the intention of GRANTOR that this Declaration shall touch and concern the Property, run with the land and with the title to the Property, and shall Page 3 of 9 Packet Page -1646- 5/24/2011 Item 16.E.4. apply to and be binding upon and inure to the benefit of GRANTOR and FDEP, and to any and all parties hereafter having any right, title or interest in the Property or any part thereof. The FDEP may enforce the terms and conditions of this Declaration by injunctive relief and other appropriate available legal remedies. Any forbearance on behalf of the FDEP to exercise its right in the event of the failure of the GRANTOR to comply with the provisions of this Declaration shall not be deemed or construed to be a waiver of the FDEP's rights hereunder. This Declaration shall continue in perpetuity, unless otherwise modified in writing by GRANTOR and the FDEP as provided in paragraph 8 hereof. These restrictions may also be enforced in a court of competent jurisdiction by any other person, firm, corporation, or governmental agency that is substantially benefited by these restrictions. 6. If the GRANTOR does not or will not be able to comply with any or all of the provisions of this Declaration, the GRANTOR shall notify FDEP in writing within three (3) calendar days. Additionally, GRANTOR shall notify FDEP thirty (30) days prior to any conveyance, sale, granting or transfer of the Property or portion thereof, to any heirs, successors, assigns or grantees, including, without limitation, the conveyance of any security interest in said Property. 7. In order to ensure the perpetual nature of these restrictions, GRANTOR shall reference these restrictions in any subsequent lease or deed of conveyance, including the recording book and page of record of this Declaration. Furthermore, prior to the entry into a landlord- tenant relationship with respect to the Property, the GRANTOR agrees to notify in writing all proposed tenants of the Property of the existence and contents of this Declaration of Restrictive Covenant. B. This Declaration is binding until a release of covenant is executed by the FDEP Secretary (or designee) and GRANTOR and is recorded in the county land records. To receive prior approval from the FDEP to remove any requirement herein, cleanup target levels established pursuant to Florida Statutes and FDEP rules must have been achieved. This Declaration may be modified in writing only. Any subsequent amendment must be executed by both GRANTOR and the FDEP and be recorded by the real property owner as an amendment hereto. 9. If any provision of this Declaration is held to be invalid by any court of competent jurisdiction, the invalidity of that provision shall not affect the validity of any other provisions of the Declaration. All such other provisions shall continue unimpaired in full force and effect. 10. GRANTOR covenants and represents that on the date of execution of this Declaration that GRANTOR is seized of the Property in fee simple and has good right to create, establish, and impose this restrictive covenant on the use of the Property. GRANTOR also covenants and warrants that the Property is Page 4 of 9 Packet Page -1647- 5/24/2011 Item 16.E.4. free and clear of any and all liens, mortgages, or encumbrances that could impair GRANTOR'S rights to impose the restrictive covenant described in this Declaration or that would be superior to the restrictive covenant described in this Declaration. Page 5 of 9 Packet Page -1648- 5/24/2011 Item 16.E.4. IN WITNESS WHEREOF, Collier County has executed this instrument, this day of 20_. ATTEST: DWIGHT E. BROCK, CLERK , DEPUTY CLERK Approval for form and legal Sufficiency: Steven Williams /V It Assistant County Attorney J4.6 BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA By: FRED W. COYLE, CHAIRMAN The foregoing instrument was acknowledged before me this day of _, 20 , by as representative for the Florida department of Environmental Protection. Personally Known OR Produced Identification Type of Identification Produced Signature of Notary Public Print Name of Notary Public Page 6 of 9 Packet Page -1649- 5/24/2011 Item 16.E.4. Approved as to form by the Florida Department of Environmental Protection, office of General Counsel, IN WITNESS WHEREOF, the Florida Department of Environmental Protection has executed this instrument, this _ day of 20_ Signed, sealed and delivered in the presence of: FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION By: Print Name: Jon M. Iglehart Director of South Florida District Of. South Florida District Division of Waste Management 2295 Victoria Avenue, Suite 364 Fort Myers, Florida 33902-2549 Signed, sealed and delivered in the presence of: Witness: Print Name: Witness: Print Name: STATE OF COUNTY OF Date: Date: The foregoing instrument was acknowledged before me this _ day of 20 _, by as representative for the Florida Department of Environmental Protection. Personally Known OR Produced Identification Type of Identification Produced Signature of Notary Public Print Name of Notary Public Commission No. Commission Expires: Page 7 of 9 Packet Page -1650- 5/24/2011 Item 16.E.4. EXHIBIT "A" Page 8of9 Packet Page -1651- 19M HOLE MONTES w+e 5/24/2011 Item 16.E.4. EXHIBIT -'Al page I of A-- 550rrry• pori0a34110 •PUonK3�2St200p•Fa�cx�254m►5 HM PROJECT # =I 191 12MM REF DWG # 64" 101:1 LMAL DESCFWnON: A PARCEL OF LAND LOCATED IN A PORTION OF SECTION 27, TOWNSHIP 46 SOUTH. RANGE 28 EAST. COLLIER COUNTY. FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE EAST QUARTER CORNER OF SECTION 27. TOWNSHIP 46 SOUTH. RANGE 28 EAST, COLLIER COUNTY, FLORIDA, THENCE RUN N.01*10'11'W.. ALONG THE EAST LINE OF THE NORTHEAST QUARTER OF SAID SECTION 27, FOR A DISTANCE-OF 60.00 FEET: THENCE RUN N.90'00' W., FOR A DISTANCE OF 285.00 FEET TO THE POINT OF BEGINNING OF THE PARCEL OF LAND HEREIN DESCRIBED; THENCE CONTINUE N.90'QOr0 W, FOR A DISTANCE OF 840.00 FEET; THENCE RUN N.00'00'00'E.. FOR A DISTANCE OF 640.00 FEET; THENCE RUN S.8000DWE., FOR A DISTANCE OF 840.00 FEET; THENCE RUN S.00000W W., FOR A DISTANCE OF 640.00 FEET TO THE POMIT QF BEGINNING: CONTAINING 12.342 ACRES, MORE OR LESS.' THIS PROPERTY SUBJECT TO EASEMENTS RESERVATIONS OR RESTRICTIONS OF RECORD BEARINGS SHOWN HEREON REFER TO THE EAST LINE OF THE NORTHEAST OUART'ER OF SEMON 27, TOWNSJVP 46 SOUTH, RANGE 28 EAST, COLLIER COUNTY, FLORIDA AS BEING HOLE 14T S, �4�' C) CE ,MF'iCAt 5i kU1�1 6ZATION LB 41772 jut s• p BY as s V P.S.M. #5628 STATE OF FLORIDA .� CAA W=1=0111 IVA- 'R12ACREML.doc Packet Page -1652- Page 4 of 17 r r • EXHIBIT-M! . Qgss z_ot OR: 025 PG: 3301 Utz .w Mau l a ft ao _ *24.0 p"" y s J r 1� as i. g A z z o a � z D'. N G) �n •1 v 80 z t n Z T ■wes = Z � n 8 9 iT N 00'WW' E 640.W W .00'Ots M .MODDD S — a rt8 ilo s --- tie �o s�sve7 QL- -2*Z& 035 u31ww 1w tuoN awn 2sn Packet Page -1653- 5/24/2011 Item 16.E.4. EAHJ -61T A -2 5/24/2011 Item 16.E.4. Exhibit B Page 9 of 9 Packet Page -1654- 5/24/2011 Item 16.E.4. b NANA C f6'k r #qqr" sly e�K. p Ls `dY f U, tr_ �47f� O 2 a to Ft i 1 EllY! ♦wmew'r n�s� is i) 1' � 3 wf Packet Page -1655- 5/24/2011 Item 16.E.4. CONSERVATION COLLIER Taxldentification Numbers: 00052360002 ,00052440003,0052640007 ,00052680009,00052960004, 00053000002 ,00053200008,00053840000 ,000539200018 00054040003 ^ Prepared by: U E Jennifer A. Belpedio, Esquire Office of the County Attorney 3301 East Temiami Trail Naples, Florida 34112 (239) 252 -6400 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: 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 Packet Page -1656- 5/24/2011 Item 16.E.4. 10,E 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 021100 ($32,625,080.02) (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: Packet Page -1657- 5/24/2011 Item 16.E.4. lop 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 verges 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 Packet Page -1658- 5/24/2011 Item 16.E.4. 10E 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 ALTA Commitment for an Owner's Title Insurance Policy (ALTA Form B -1970) covering the Property, together with hard copies of all exceptions shown thereon. 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 pay or 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 pay or 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 -0f 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 Packet Page -1659- 5/24/2011 Item 16.E.4. IuE 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 bam 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 Packet Page -1660- 5/24/2011 Item 16.E.4. 11F 41 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 Seiler 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 Packet Page -1661- 5/24/2011 Item 16.E.4. 10E 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. Packet Page -1662- 5/24/2011 Item 16.E.4. I0E 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 Packet Page -1663- 5/24/2011 Item 16.E.4. IOE 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 Seiler 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. Packet Page -1664- 5/24/2011 Item 16.E.4. 10E. 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: Alexandra Sulecki, Coordinator Conservation Collier Land Acquisition Program Collier County Facilities Department 3301 Tamiami Trail East Naples, Florida 34112 With a copy to: 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 If to Seller: Thomas Taylor, General Partner Lake Trafford Ranch, LLLP 481 Carica Road Naples, FL 34108 Telephone number: 239 - 254 -2000 Fax number: 239 - 254 -2098 If to Seller: 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 With a Copy To: 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 Packet Page -1665- 5/24/2011 Item 16.E.4. 1UF 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 claims(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.) Packet Page -1666- 5/24/2011 Item 16.E.4. 10E 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 Project/Acquisition Approved by BCC:_ 1�.'1-0d% AS TO PURCHASER: DATEDJ 0z O ATTEST: DWIGHT E. BROCK, Clerk s� 7r:�� =' �e ,u 21erk :Attgst 45•'64' n I n s $1prratwi bn " BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA M HENNING, C an Packet Page -1667- r AS TO SELLER: DATED: WITNESSES: (Signature) S . r %-% C Bee (Print Name) (Signature) `Q.�-Ci :Fr--e (Print Name) `1 (Signature) Z c" 4r cl �: car n. •-.� (Print Name) (Signature} (Print Name) Approved as to form and legal sufficiency: Jenn er A. Belp t Assistant County Atforney 5/24/2011 Item 16.E.4. 10E I 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 4 ALLEN, as General Partner Packet Page -1668- 5/24/2011 Item 16.E.4. 1OF Exhibit "A" (Legal Description) Property Tax Identification Number: 00052360002 A parcel of land lying in the East Half (E%) of the East Half (E %:) of the Southwest Quarter (SW %) of the Southeast Quarter (SE' /) of Section 22, Township 46 South, Range 28 East, Collier County, Florida, being more particularly described as follows: Commence at the Southeast comer of Section 22, Township 46 South, Range 28 East, Collier County, Florida; thence run S 88 05747" W, along the south line of the Southeast Quarter (SE %) 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 88 "57'47" W, along the south line of the Southeast Quarter (SEY.) of said Section 22, for a distance of 330.09 feet; thence run N 00 °31'18" W for a distance of 1342.51 feet; thence run N 88 °58'31" E for a distance of 330.12 feet; thence run S 00 031'14" 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 (SE %) of the Southwest Quarter (SW' /.) and the West Half (WI/2) of the Southwest Quarter (SW%) of the Southeast Quarter (SE %) of Section 22, Township 46 South, Range 28 East, Collier County, Florida, being more particularly described as follows: Commence at the Southeast comer of Section 22, Township 46 South, Range 28 East, Collier County, Florida; thence run S 88 °57'47" W, along the south line of the Southeast Quarter (SE %) 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 88 °57'47" W, along the south line of the Southeast Quarter (SE %) of said Section 22, for a distance of 660.19 feet to the South Quarter comer of said Section 22; thence run S 88 °59'47" W along the south line of the southwest quarter of said Section 22, for a distance of 1321.80 feet; thence run N 00 038'44" W for a distance of 1342.51 feet; thence run N 88 °59'17" E, for a distance of 1324.63 feet; thence run N 88 °58'31" E, for a distance of 660.24 feet; thence run S 00 031'22" 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 (SE %,) of the Southwest Quarter (SW %.) of Section 26, Township 46 South, Range 28 East, Collier County, Florida; containing 40.38 acres more or less. r_ s 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 Packet Page -1669- 5/24/2011 Item 16.E.4. 10E I Property Tax Identification Number: 00053920001 The Northwest Quarter (NW %) of the Northeast Quarter (NE %) of the Northwest Quarter (NW %) 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 %:) of Section 26, Township 46 South, Range 28 East, Collier County, Florida, less the North 1451.35 feet thereof and less the Southeast Quarter (SE %.) of the Southwest Quarter (SW %) 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 %2) of the Northwest Quarter (NW' /.); and the Northeast Quarter (NE' /.), 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 (NE %) 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 (SW %.) of the Northwest Quarter (NW %a); and the West Half (W%) of the Southeast Quarter (SE %.) of the Northwest Quarter (NW' /<); and the Southwest Quarter (SW' /.) of the Northeast Quarter (NE' /.) of the Northwest Quarter (NW%); and the South Half (S %z) of the Northwest Quarter (NW %) of the Northwest Quarter (NW %); and the Northwest Quarter (NW %) of the Northwest Quarter (NW%) of the Northwest Quarter (NW' /.); and the West Half (W %Z) of the Northeast Quarter (NE' /.) of the Northwest Quarter (NW %) of the Northwest Quarter (NW %) 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. Packet Page -1670-