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CDC 2006 Agreement for Sale & Purchase & Warranty Deed Memorandum TO: Minutes & Records Management FROM: Cindy Erb /l ry' Sr. Property Acquisition Specialist U- Real Estate Services DATE: April 26, 2006 RE: Conservation Collier Land Acquisition Program - CDC Land Inv., Inc. Property Identification Numbers: 00268160009 & 20760800009 Please find attached one (1) oriainal recorded Warranty Deed for the above referenced project. The Board of County Commissioner of Collier County, Florida had approved the Agreement for Sale and Purchase pursuant to Agenda Item 10 A , dated February 28, 2006. Please contact me if you have any questions or comments at 8917. Thank you. attachments as stated cc: Property Appraiser's Office w/attachment Tax Collector's Office w/attachment Inventory w/attachment Office of the Real Estate Services Retn: REAL BSfAfB SERVICBS INTEROFFICE ATfH:CIHDY/EXf 8917 WARRANTY DEED 3815747 OR: 4013 PG: 0757 RBCORDBD in OPPICIAL RECORDS of COLLIER COUHfY '1 04/07/2006 at 08:39AM DIiIGHT B. BROCK. CLERK ..' CONS 2085900.00 REC PBB 35.50 DOC-.70 14601.30 COPIBS 4.00 ~, \; rrr ' CONSERVATION COLLIER PROPERTY ID #: 20760800009 & 00268160009 THIS WARRANTY DEED is made this 19 day of J;1 ~ It 2006, by CDC LAND INVESTMENTS, INC., a Florida Corporation, formerly known as COLLIER DEVELOPMENT CORPORATION, whose address is 3003 North Tamiami Trail, Suite 400, Naples, FL 34103 (hereinafter referred to as "Grantor"), to COLLIER COUNTY, a political subdivision of the State of Florida, its successors and assigns, whose post office address is 3301 Tamiami Trail East, Naples, Florida, 34112 (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: That the Grantor, for and in consideration of the sum of Ten Dollars ($10.00) and other valuable consideration, receipt whereof is hereby acknowledged, hereby grants, bargains, sells, aliens, remises, releases, conveys and confirms unto the Grantee, all that certain land situate in Collier County, Florida, to wit: See Attached Exhibit "A" which is incorporated herein by reference. Subject to easements, restrictions, and reservations of record. THIS IS NOT HOMESTEAD PROPERTY. Grantor does not warrant ingress or egress to the lands described herein. TOGETHER with all the tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining. TO HAVE AND TO HOLD the same in fee simple forever. AND the Grantor hereby covenants with said Grantee that the Grantor is lawfully seized of said land in fee simple; that the Grantor has good right and lawful authority to sell and convey said land; that the Grantor hereby fully warrants the title to said land and will defend the same against the lawful claims of all persons whomsoever; and that said land is free of all encumbrances except as noted above. IN WITNESS WHEREOF, the said Grantor has signed and sealed these presents the day and year first above written. WITNESSES: ~Y1lv- (Signature CDC LAND INVESTMENTS, INC., formerly known as COLLIER DEVELOPMENT CORPORATION, a Florida Corporation t;,r2. CrUll\.- (Printed Name) ~' c \ r ,t'l larA III JitL/; . (Sig ture) Elizabeth M. Dillingham (Printed Name) BY /;t;A L fll/; PATRICK L. UTTER, VICE PRESIDENT THIS CONVEYANCE ACCEPTED IV THE BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY. FLORIDA · PURSUANT TO AGENDA · DATED: ~~8 .1 mil ITEM NO. ....LW9..-.. OR: 4013 PG: 0758 STATE OF FLORIDA COUNTY OF COLLIER The foregoing Warranty Deed was acknowledged before me this ~ day of I1lCO.Ul ' 2006 by Patrick L. Utter, Vice President on behalf of CDC Land Investments, Inc., formerly known as Collier Development Corporation, a Florida Corporation, who is personally known to me Of. who h.s produced ...as identificatioA. (affix notarial seal) ,'t\. Elizabeth M DIInQIIIm \. ~ ; My Commlulon 00185110 0, ...f/I' Expires Jlnuary 08, 2007 Elizabeth M. Dillingham (Print Name of Notary Public) NOTARY PUBLIC Serial/Commission #: :]):./)/65//Q My Commission EXPires:?,"" ~ ,,?OO 7 Assistant County Attornej Ellen T. Chadwell OR: 4013 PG: 0759 EXHIBIT "A" Page 1 of2 PROPERTY TAX IDENTIFICATION NUMBER: 00268160009 THE SOUTHEAST (SEY-t) QUARTER OF NORTHEAST (NEY-t) QUARTER AND THAT PART OF THE NORTHEAST (NEY-t) QUARTER OF THE SOUTHEAST (SEY-t) QUARTER OF SECTION 34, TOWNSHIP 49 SOUTH, RANGE 25 EAST, COLLIER COUNTY, FLORIDA, LYING EAST OF THE CREEK, LESS AND EXCEPT THE FOLLOWING TWO PARCELS: ALL THAT TRACT OF PARCEL OF LAND LYING AND BEING IN THE NORTHEAST (NEl/4) QUARTER OF SECTION 34, TOWNSHIP 49 SOUTH, RANGE 25 EAST, COLLIER COUNTY, FLORIDA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE POINT OF INTERSECTION OF THE EAST BOUNDARY OF STORTER SUBDIVISION WITH THE NORTH RIGHT-OF-WAY LINE OF A CANAL, RECORDED IN PLAT BOOK 5, PAGE 106; RUN IN A NORTHERLY DIRECTION 149.00 FEET, MORE OR LESS, TO THE SOUTH BOUNDARY OF GORDON RIVER HOMES SUBDIVISION, RECORDED IN PLAT BOOK 2, PAGE 84; THENCE IN AN EASTERL Y DIRECTION ALONG WITH THE SOUTH BOUNDARY OF GORDON RIVER HOMES A DISTANCE OF 133.00 FEET, MORE OR LESS, TO THE MEAN HIGH WATER LINE OF GORDON RIVER; THENCE IN A SOUTHEASTERLY DIRECTION FOLLOWING THE MEANDERINGS OF THE M.H.W. LINE OF GORDON RIVER TO THE EASTERLY EXTENSION OF THE NORTH RIGHT-OF-WAY LINE OF THE CANAL IN STORTER SUBDIVISION AS RECORDED PLAT BOOK 5, PAGE 106; THENCE IN A WESTERLY DIRECTION ALONG THE EASTERLY EXTENSION OF THE NORTH RIGHT-OF-WAY LINE OF SAID CANAL TO THE POINT OF BEGINNING. AND *** OR: 4013 PG: 0760 *** EXHIBIT "A" Page 2 of2 A PORTION OF THE SOUTHEAST (SE 'i4) QUARTER OF THE NORTHEAST (NE 'i4) QUARTER, SECTION 34, TOWNSHIP 49 SOUTH, RANGE 25 EAST, COLLIER COUNTY, FLORIDA DESCRIBED AS FOLLOWS: BEGINNING AT A POINT KNOWN AS "POINT OF ENDING OF BULKHEAD LINE NUMBER 3" AS SHOWN AND DESCRIBED ON THE BULKHEAD LINE PLA T, RECORDED IN BULKHEAD LINE PLAT BOOK 1 AT PAGE 24, PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA; RUN SOUTH 890 42' 36" EAST, ALONG SAID BULKHEAD LINE NUMBER 3, FOR 217.80 FEET; THENCE RUN SOUTH 290 16' 45" EAST, STILL ALONG SAID BULKHEAD LINE, FOR 144.56 FEET; THENCE RUN NORTH 890 42' 36" WEST, FOR 289.14 FEET, TO THE WEST LINE OF THE SOUTHEAST (SE 1;4) QUARTER OF THE NORTHEAST (NE 'i4) QUARTER OF SECTION 34, TOWNSHIP 49 SOUTH, RANGE 25 EAST, COLLIER COUNTY, FLORIDA, SAID POINT BEING ON THE NORTHERLY RIGHT-OF-WAY LINE OF BEMBURY DRIVE BY POSSESSION AS MONUMENTED ON THE GROUND, SAID POINT BEING 362.32 FEET SOUTH OF THE NORTHWEST CORNER OF SAID SOUTHEAST (SE 'i4) QUARTER OF THE NORTHEAST (NE 'i4) QUARTER AS SHOWN ON SAID BULKHEAD PLAT (SURVEYOR'S NOTE: THE NORTHERLY RIGHT-OF-WAY LINE OF BEMBURY DRIVE IS SHOWN AS BEING 360 FEET SOUTH OF SAID NORTHWEST CORNER ON PLAT OF STORTER SUBDIVISION AS RECORDED IN PLAT BOOK 5, PAGE 106, PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA); THENCE RUN NORTH 00 17' 24" EAST, ALONG THE AFOREMENTIONED WEST LINE FOR 125.73 FEET TO THE POINT OF BEGINNING; CONTAINING 0.732 ACRES; TOGETHER WITH ALL RIPARIAN RIGHTS, INCLUDING ANY LAND CONTIGUOUS TO, AND WATERWARD OF, THE HEREIN DESCRIBED PORTION OF BULKHEAD LINE NUMBER 3. CONSISTING OF 43.54 ACRES, MORE OR LESS. AND PROPERTY TAX IDENTIFICATION NUMBER: 20760800009 UNPLATTED LANDS LOCATED IN SECTION 3, TOWNSHIP 50 SOUTH, RANGE 25 EAST AND FURTHER DESCRIBED AS GOVERNMENT LOT 2 LYING WEST OF THE GORDON RIVER, LESS AND EXCEPT THE WEST 20 ACRES THEREOF AND ALSO LESS AND EXCEPT THE NORTH 800 FEET THEREOF. CONSISTING OF 4.39 ACRES, MORE OR LESS. MEMORANDUM DATE: March 1, 2006 TO: Cindy Erb, Sf. Property Acquisition Specialist Real Estate Services FROM: Heidi R. Rockhold, Deputy Clerk Minutes and Records RE: Agreement for Sale and Purchase between Collier Development Corporation (CDC Land Investments, Inc.) and Collier County Attached is a copy of the document, as referenced above (Agenda Item #10A) approved by the Board of County Commissioners on Tuesday, February 28, 2006. If you should have any questions, you may contact me at 774-8411. Thank you, Attachment (1) ,1 .., , m ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. Original documents should be hand delivered to the Board Office. The completed routing slip and original documents are to be forwarded to the Board Office only after the Board has taken action on the item.) ROUTING SLIP Complete routing lines #1 through #4 as appropriate for additional signatures, dates, and/or information needed. If the document is already complete with the exce tion of the Chairman's si ature, draw a line throu h routin lines #1 throuoh #4, com lete the checklist, and forward to Sue Filson (line #5). Route to Addressee(s) Office Initials Date (List in routin order) 1._ (The primary contact is the holder of the original document pending Bee approval. Normally the primary contact is the person who created/prepared the executive summary. Primary contact information is needed in the event one of the addressees above, including Sue Filson, need to contact staff for additional or missing information. All original documents needing the Bee Chairman's signature are to be delivered to the Bee office only after the BeC has acted to approve the item.) Name of Primary Staff Contact Agenda Date Item was A roved b the BCC Type of Document Attached ., :il ., .. ~ " ;1 2. - G99 I / Yes (Initial) NtA (Not A licable) 3. 5. Sue Filson, Executive Manager Board of County Commissioners ~~ U ~ 6. Minutes and Records Clerk of Court's Office t- PRIMARY CONTACT INFORMATION Phone Number Agenda Item Number Number of Original Documents Attached All (\ CJnt 1. INSTRUCTIONS & CHECKLIST Initial the Yes column or mark "Nt A" in the Not Applicable column, whichever is a ro nate. Original document has been signed/initialed for legal sufficiency. (All documents to be signed by the Chairman, with the exception of most letters, must be reviewed and signed by the Office of the County Attorney. This includes signature pages from ordinances, resolutions, etc. signed by the County Attorney's Office and signature pages from contracts, agreements, etc. that have been fully executed by all parties except the BCC Chairman and Clerk to the Board and ossibl State Officials.) All handwritten strike-through and revisions have been initialed by the County Attorney's Office and all other arties exce t the BCC Chairman and the Clerk to the Board The Chairman's signature line date has been entered as the date of BCC approval of the document or the final ne otiated contract date whichever is a licable. "Sign here" tabs are placed on the appropriate pages indicating where the Chairman's si nature and initials are re uired. In most cases (some contracts are an exception), the original document and this routing slip should be provided to Sue Filson in the BCC office within 24 hours of BCC approval. Some documents are time sensitive and require forwarding to Tallahassee within a certa1n time frame or the BCC's actions are nullified. Be aware of our deadlines! The document was approved by the BCC on d-.1J.9/0 (., (enter date) and aU changes made during the meeting have been incorporated in the attached document. The Coun Attorne's Office has reviewed the chan es, if a Iicable. 1: Forms! County Forms! BCC Forms! Original Documents Routing Slip WWS Original 9.03.04, Revised 1.26.05, Revised 2.24.05 2. 3. 4. 5. 6. CONSERVATION COLLIER PROPERTY ID #: 20760800009 & 00268160009 AGREEMENT FOR SALE AND PURCHASE THIS AGREEMENT is made and entered into by and between COLLIER DEVELOPMENT CORPORATION, NOW KNOWN AS CDC lAND INVESTMENTS, INC., a Florida Corporation, whose address is 3003 North Tamiami Trail, Suite 400, Naples, FL 34103, (hereinafter referred to as "Seller"), and COLLIER COUNTY, a political subdivision of the State of Florida, its successors and assigns, whose address is 3301 Tamiami Trail East, Naples, FL 34112, (hereinafter referred to as "Purchaser"). WITNESSETH WHEREAS, Seller is the owner of that certain parcel of real property (hereinafter referred to as "Property"), located in Collier County, State of Florida, and being more particularly described in Exhibit "A", attached hereto and made a part hereof by reference. WHEREAS, Purchaser is desirous of purchasing the Property, subject to the conditions and other agreements hereinafter set forth, and Seller is agreeable to such sale and to such conditions and agreements. NOW, THEREFORE, and for and in consideration of the premises and the respective undertakings of the parties hereinafter set forth and the sum of Ten Dollars ($10.00), the receipt and sufficiency of which is hereby acknowledged, it is agreed as follows: 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". II. PAYMENT OF PURCHASE PRICE 2.01 The purchase price (the "Purchase Price") for the Property shall be Two Million Eighty Five Thousand Nine Hundred and No/100 Dollars ($2,085,900), (U.S. Currency) payable at time of closing. III. CLOSING 3.01 The Closing (THE "CLOSING DATE", "DATE OF CLOSING", OR "CLOSING") of the transaction shall be held on or before ninety (90) days following execution of this Agreement by the Purchaser, unless extended by mutual written agreement of the parties hereto. The Closing shall be held at the Collier County Attorney's Office, Administration Building, 3301 Tamiami Trail East, Naples, Florida. The procedure to be followed by the parties in connection with the Closing shall be as follows: 3.011 At the closing, the Seller shall cause to be delivered to the Purchaser the items specified herein and the following documents and instruments duly executed and acknowledged, in recordable form: 3.0111 Warranty Deed in favor of Purchaser conveying title to the Property, free and clear of all liens and encumbrances other than: (a) The lien for current taxes and assessments. (b) Such other easements, restrictions or conditions of record. CONSERVATION COLLIER PROPERTY ID #: 20760800009 & 00268160009 3.0112 Combined Purchaser-Seller closing statement. 3.0113 A "Gap," Tax Proration, Owner's and Non-Foreign Affidavit," as required by Section 1445 of the Internal Revenue Code and as required by the title insurance underwriter in order to insure the "gap" and issue the policy contemplated by the title insurance commitment. 3.0114 A W-9 Form, "Request for Taxpayer Identification and Certification" as required by the Internal Revenue Service. 3.012 At the Closing, the Purchaser, or its assignee, shall cause to be delivered to the Seller the following: 3.0121 A negotiable instrument (County Warrant) in an amount equal to the Purchase Price. No funds shall be disbursed to Seller until the Title Company verifies that the state of the title to the Property has not changed adversely since the date of the last endorsement to the commitment, referenced in Section 4.011 thereto, and the Title Company is irrevocably committed to pay the Purchase Price to Seller and to issue the Owner's title policy to Purchaser in accordance with the commitment immediately after the recording of the deed. 3.0122 Funds payable to the Seller representing the cash payment due at Closing in accordance with Article III hereof, shall be subject to adjustment for prorations as hereinafter set forth. 3.02 Each party shall be responsible for payment of its own attorney's fees. Seller, at its sole cost and expense, shall pay at Closing all documentary stamp taxes due relating to the recording of the Warranty Deed, in accordance with Chapter 201.01, Florida Statutes, and the cost of recording any instruments necessary to clear Seller's title to the Property. The cost of the Owner's Form 8 Title Policy, issued pursuant to the Commitment provided for in Section 4.011 below, shall be paid by Purchaser. The cost of the title commitment shall also be paid by Purchaser. 3.03 Purchaser shall pay for the cost of recording the Warranty Deed. Real Property taxes shall be prorated based on the current year's tax with due allowance made for maximum allowable discount, homestead and any other applicable exemptions and paid by Seller. If Closing occurs at a date which the current year's millage is not fixed, taxes will be prorated based upon such prior year's millage. IV. REQUIREMENTS AND CONDITIONS 4.01 Upon execution of this Agreement by both parties or at such other time as specified within this Article, Purchaser and/or Seller, as the case may be, shall perform the following within the times stated, which shall be conditions precedent to the Closing; 4.011 Purchaser has obtained AL TA Commitments for an Owner's Title Insurance Policy (AL TA Form 8-1970) covering the Property, together with hard copies of all exceptions shown thereon. The matters of title disclosed in Schedule 8-2 of the Commitments have been approved by Purchaser. Purchaser acknowledges that the Property is subject to (1) a Settlement Agreement with the Conservancy of Southwest Florida, limiting the development of the Property and (ii) a conservation easement over 2.2 acres:!: of the Property. 4.012 If Purchaser shall fail to advise the Seller in writing of any such objections in Seller's title in the manner herein required by this Agreement, the title shall be deemed acceptable. Upon notification of Purchaser's objection to title, Seller shall have thirty (30) days to remedy any defects in order to convey good and marketable title, except for liens or monetary obligations which will be satisfied at Closing. Seller, at its sole expense, shall use its best efforts to make such title good and marketable. In the event Seller is unable to cure - 2 - PMB PMB 285153 6/MBOTOS - - CONSERVATION COLLIER PROPERTY 10 #: 20760800009 & 00268160009 said objections within said time period, Purchaser, by providing written notice to Seller within seven (7) days after expiration of said thirty (30) day period, may accept title as it then is, waiving any objection; or Purchaser may terminate the Agreement. A failure by Purchaser to give such written notice of termination within the time period provided herein shall be deemed an election by Purchaser to accept the exceptions to title as shown in the title commitment. 4.013 Seller agrees to furnish any existing surveys of the Property in Seller's possession to Purchaser within 10 (ten) days of the effective date of this Agreement. Purchaser shall have the option, at its own expense, to obtain a current survey of the Property prepared by a surveyor licensed by the State of Florida. No adjustments to the Purchase Price shall be made based upon any change to the total acreage referenced in Exhibit "A". 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 by providing written notice to Seller prior to the expiration of the Inspection Period, may accept the Property as it then is, waiving any objection to the encroachment, or projection, or lack of legal access, or Purchaser may terminate the Agreement. A failure by Purchaser to give such written notice of termination within the time period provided herein shall be deemed an election by Purchaser to accept the Property with the encroachment, or projection, or lack of legal access. V. INSPECTION PERIOD 5.01 Purchaser shall have ninety (90) days from the date of this Agreement, ("Inspection Period"), to determine through appropriate investigation that: 1. Soil tests and engineering studies indicate that the Property can be developed without any abnormal demucking, soil stabilization or foundations. 2. There are no abnormal drainage or environmental requirements to the development of the Property. 3. The Property is in compliance with all applicable State and Federal environmental laws and the Property is free from any pollution or contamination. 4. The Property can be utilized for its intended purpose. 5.02 If Purchaser is not satisfied, for any reason whatsoever, with the results of any investigation, Purchaser shall deliver to Seller prior to the expiration of the Inspection Period, written notice of its intention to waive the applicable contingencies or to terminate this Agreement. If Purchaser fails to notify the Seller in writing of its specific objections as provided herein within the Inspection Period, it shall be deemed that the Purchaser is satisfied with the results of its investigations and the contingencies of this Article V shall be deemed waived. In the event Purchaser elects to terminate this Agreement because of the right of inspection, Purchaser shall deliver to Seller copies of all engineering reports and environmental and soil testing results commissioned by Purchaser with respect to the Property. 5.03 Purchaser and its agents, employees and servants shall, at their own risk and expense, have the right to go upon the Property for the purpose of surveying and conducting site analyses, soil borings and all other necessary investigation. Purchaser shall, in performing such tests, use due care and shall be responsible for any loss, damages or claims against Seller or the Property occasioned thereby. Seller shall be notified by Purchaser no less than twenty-four (24) hours prior to said inspection of the Property. This Section 5.03 shall survive any termination of the Agreement. - 3 - PMBPMB _ 285153_ 6/MBOTOS CONSERVATION COLLIER PROPERTY 10 #: 20760800009 & 00268160009 VI. INSPECTION 6.01 Seller acknowledges that the Purchaser, or its authorized agents, shall have the right to inspect the Property at any time prior to the Closing. VII. POSSESSION 7.01 Purchaser shall be entitled to full possession of the Property at Closing. VIII. PRORATIONS 8.01 Ad valorem taxes next due and payable, after closing on the Property, shall be prorated at Closing based upon the gross amount of 2005 taxes, and shall be paid by Seller. IX. TERMINATION AND REMEDIES 9.01 If Seller shall have failed to perform any of the covenants and/or agreements contained herein which are to be performed by Seller, within ten (10) days of written notification of such failure, Purchaser may, at its option, terminate this Agreement by giving written notice of termination to Seller. Purchaser shall have the right to either terminate this Agreement, whereupon, the Parties shall be released from all further obligations to each other arising hereunder, or to seek specific performance of this Agreement. 9.02 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 Thousand Dollars ($1,000.00) 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 12.01, (Real Estate Brokers), hereof, or Seller may sue Purchaser for specific performance of the Agreement. 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. 9.03 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. X. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES 10.01 Seller and Purchaser represent and warrant the following: 10.011 Seller and Purchaser have full right and authority to enter into and to execute this Agreement and to undertake all actions and to perform all tasks required of each hereunder. Seller is not presently the subject of a pending, threatened or contemplated bankruptcy proceeding. 10.012 Seller has 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. - 4 - PMB_ PMB _ 285153 _ 6/MBOTOS CONSERVATION COLLIER PROPERTY ID #: 20760800009 & 00268160009 10.013 The warranties set forth in this Article shall be true on the date of this Agreement and as of the date of Closing. Purchaser's acceptance of a deed to the said Property shall not be deemed to be full performance and discharge of every agreement and obligation on the part of the Seller to be performed pursuant to the provisions of this Agreement. 10.014 Seller represents that it has no knowledge of any actions, suits, claims, proceedings, litigation or investigations pending or threatened against Seller, at law, equity or in arbitration before or by any federal, state, municipal or other governmental instrumentality that relate to this agreement or any other property that could, if continued, adversely affect Seller's ability to sell the Property to Purchaser according to the terms of this Agreement. 10.015 No party or person other than Purchaser has any right or option to acquire the Property or any portion thereof. 10.016 Until the date fixed for Closing, so long as this Agreement remains in force and effect, Seller shall not encumber or convey any portion of the Property or any rights therein, nor enter into any agreements granting any person or entity any rights with respect to the Property or any part thereof, without first obtaining the written consent of Purchaser to such conveyance, encumbrance, or agreement which consent may be withheld by Purchaser for any reason whatsoever. 10.017 To the best of Seller's knowledge, there are no incinerators, septic tanks or cesspools on the Property; all waste, if any, is discharged into a public sanitary sewer system; Seller represents that they have (it has) no knowledge that any pollutants are or have been discharged from the Property, directly or indirectly into any body of water. Seller represents the Property has not been used for the production, handling, storage, transportation, manufacture or disposal of hazardous or toxic substances or wastes, as such terms are defined in applicable laws and regulations, or any other activity that would have toxic results, and no such hazardous or toxic substances are currently used in connection with the operation of the Property, and there is no proceeding or inquiry by any authority with respect thereto. Seller represents that they have (it has) no knowledge that there is ground water contamination on the Property or potential of ground water contamination from neighboring properties. Seller represents no storage tanks for gasoline or any other substances are or were located on the Property at any time during or prior to Seller's ownership thereof. Seller represents none of the Property has been used as a sanitary landfill. 10.018 To the best of Seller's knowledge, neither the Property or Seller's operations concerning the Property are in violation of any applicable Federal, State or local statute, law or regulation, or of any notice from any governmental body has been served upon Seller claiming any violation of any law, ordinance, code or regulation or requiring or calling attention to the need for any work, repairs, construction, alterations or installation on or in connection with the Property in order to comply with any laws, ordinances, codes or regulation with which Seller has not complied. 10.019 To the best of Seller's knowledge, there are no unrecorded restrictions, easements or rights of way (other than existing zoning regulations) that restrict or affect the use of the Property, and there are no maintenance, construction, advertising, management, leasing, employment, service or other contracts affecting the Property. 10.020 To the best of Seller's knowledge, there are no charges or expenses upon or related to the Property which has not been disclosed to Purchaser in writing prior to the effective date of this Agreement. 10.021 Seller acknowledges and agrees that Purchaser is entering into this Agreement based upon Seller's representations stated above and on the - 5 - I'MB PMB 285153 6!MBOTOS - - CONSERVATION COLLIER PROPERTY 10 #: 20760800009 & 00268160009 understanding that Seller will not cause the zoning or physical condition of the Property to change from its existing state on the effective date of this Agreement up to and including the Date of Closing. Therefore, Seller agrees not to enter into any contracts or agreements pertaining to or affecting the Property and not to do any act or omit to perform any act which would change the zoning or physical condition of the Property or the governmental ordinances or laws governing same, Seller also agrees to notify Purchaser promptly of any change in the facts contained in the foregoing representations and of any notice or proposed change in the zoning, or any other action or notice, that may be proposed or promulgated by any third parties or any governmental authorities having jurisdiction of the development of the property which may restrict or change any other condition of the Property. 10.022 At the Closing, Seller shall deliver to Purchaser a statement (hereinafter called the "Closing Representative Statement") reasserting, to the extent such assertions remain true and correct, the foregoing representations as of the Date of Closing, which provisions shall survive the Closing. 10.023 "As Is" Condition of Property. The Property is being sold in an "as in" condition and "with all faults" as of the date of this Agreement and as of Closing. Except as may be expressly set forth in this Agreement, no representations or warranties have been made or are made and no responsibility has been or is assumed by Seller or by any partner, officer, person, firm, agent or representative acting or purporting to act on behalf of Seller as to the condition or repair of the Property or the value, expense of operation, or income potential thereof or as to any other fact or condition which has or might affect the Property or the condition, repair, value expense of operation or income potential of the Property. Seller makes no representations or warranties, express or implied, as to the suitability or fitness of the Property for Purchaser's intended use of the Property or, except as may be specifically set forth herein, the environmental condition thereof. The parties agree that all understandings and agreements heretofore made between them or their respective agents or representatives are merged in this Agreement and the Exhibits hereto annexed, which alone fully and completely express their agreement, and that this Agreement has been entered into after full investigation, or with the parties satisfied with the opportunity afforded for investigation, neither party relying upon any statement or representation by the other unless such statement or representation is specifically embodied in this Agreement or the Exhibits annexed hereto. To the extent that Seller has provided to Purchaser information from any survey, title examination or policy, inspection, engineering or environmental reports or any other materials or information regarding the Property, including reports concerning asbestos or harmful or toxic substances, Seller makes no representations or warranties with respect to the accuracy or completeness, methodology of preparation or otherwise concerning the contents of such reports. Purchaser acknowledges that Seller has requested Purchaser to inspect fully the Property and the Contents and investigate all matters relevant thereto and to rely solely upon the results of Purchaser's own inspections or other information obtained or otherwise available to Purchaser, rather than any information that may have been provided by Seller to Purchaser. 10.024 Purchaser releases and agrees to indemnify, defend, and hold Seller harmless from any present or future claims arising from or relating to the presence or alleged presence of asbestos or harmful or toxic substances in, or, under or about the Property including, without limitation, any claims under or on account of (a) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as the same may have been or may be amended from time to time, and similar state statutes, and any regulations promulgated thereunder, (b) any other federal, state or local law, ordinance, rule or regulation, now or hereafter in effect, that deals with or otherwise in any manner relates to, environmental matters of any kind, or (c) this Agreement or the common law. The terms and provisions of this paragraph shall survive Closing hereunder. - 6 - PMB_PMB_2 8 515 3 _ 6/MBOTOS CONSERVATION COLLIER PROPERTY 10 #: 20760800009 & 00268160009 10.025 Any loss and/or damage to the Property between the date of this Agreement and the date of Closing shall be Seller's sole risk and expense. XI. NOTICES 11.01 Any notice, request, demand, instruction or other communication to be given to either party hereunder shall be in writing, sent by facsimile with automated confirmation of receipt, or by registered, or certified mail, return receipt requested, postage prepaid, addressed as follows: If to Purchaser: Alexandra Sulecki, Coordinator Conservation Collier Land Acquisition Program Collier County Environmental Services Department 2800 North Horseshoe Dr. Naples, Florida 34104 Telephone number: 239-732-2505 Fax number: 239-213-2960 With a copy to: Cindy M. Erb, Senior Property Acquisition Specialist Collier County Real Estate Services Administration Building 3301 Tamiami Trail East Naples, Florida 34112 Telephone number: 239-774-8991 Fax number: 239-774-8876 If to Seller: Patrick L. Utter CDC Land Investments, Inc. 3003 North Tamiami Trail, Suite 400 Naples, FL 34103 Telephone number: 239-261-4455 Fax number: 239-263-3849 11.02 The addressees and numbers for the purpose of this Article may be changed by either party by giving written notice of such change to the other party in the manner provided herein. For the purpose of changing such addresses or addressees only, unless and until such written notice is received, the last addressee and respective address stated herein shall be deemed to continue in effect for all purposes. XII. REAL ESTATE BROKERS 12.01 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 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. XIII. MISCELLANEOUS 13.01 This Agreement may be executed in any manner of counterparts which together shall constitute the agreement of the parties. 13.02 This Agreement and the terms and provisions hereof shall be effective as of the date this Agreement is executed by both parties and shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal representatives, successors, successor trustee, and assignees whenever the context so requires or admits. 13.03 Any amendment to this Agreement shall not bind any of the parties hereof unless such amendment is in writing and executed and dated by Purchaser and Seller. Any amendment to this Agreement shall be binding upon Purchaser and Seller as soon as it has been executed by both parties. - 7 - PMB PMB 285153 6/MBOTOS - - CONSERVATION COLLIER PROPERTY 10 #: 20760800009 & 00268160009 13.04 Captions and section headings contained in this Agreement are for convenience and reference only; in no way do they define, describe, extend or limit the scope or intent of this Agreement or any provisions hereof. 13.05 All terms and words used in this Agreement, regardless of the number and gender in which used, shall be deemed to include any other gender or number as the context or the use thereof may require. 13.06 No waiver of any provision of this Agreement shall be effective unless it is in writing signed by the party against whom it is asserted, and any waiver of any provision of this Agreement shall be applicable only to the specific instance to which it is related and shall not be deemed to be a continuing or future waiver as to such provision or a waiver as to any other provision. 13.07 If any date specified in this Agreement falls on a Saturday, Sunday or legal holiday, then the date to which such reference is made shall be extended to the next succeeding business day. 13.08 Seller is aware of and understands that the "offer" to purchase represented by this Agreement is subject to review and recommendation for approval by the Conservation Collier Land Acquisition Advisory Committee, and acceptance and approval by the Board of County Commissioners of Collier County, Florida. In the event the Board of County Commissioners of Collier County, Florida has not approved and executed this Agreement on or before March 7, 2006, then this offer shall become null and void and of no further force or effect without further notice or action by Seller or Purchaser. 13.09 If the Seller holds the Property in the form of a partnership, limited partnership, corporation, trust or any form of representative capacity whatsoever for others, Seller shall make a written public disclosure, according to Chapter 286, Florida Statutes, under oath, of the name and address of every person having a beneficial interest in the Property before Property held in such capacity is conveyed to Collier County. (If the corporation is registered with the Federal Securities Exchange Commission or registered pursuant to Chapter 517, Florida Statutes, whose stock is for sale to the general public, it is hereby exempt from the provisions of Chapter 286, Florida Statutes.) 13.10 This Agreement is governed and construed in accordance with the laws of the State of Florida. XIV. ENTIRE AGREEMENT 14.01 This Agreement and the exhibits attached hereto contain the entire agreement between the parties, and no promise, representation, warranty or covenant not included in this Agreement or any such referenced agreements has been or is being relied upon by either party. No modification or amendment of this Agreement shall be of any force or effect unless made in writing and executed and dated by both Purchaser and Seller. Time is of the essence of this Agreement. [signatures on following page] - 8 - PMB_PMB_2 8 5153 _ 6/MBOTOS CONSERVATION COLLIER PROPERTY 10 #: 20760800009 & 00268160009 IN WITNESS WHEREOF, the parties hereto set forth their hands seals. Dated Project/Acquisition Approved by BCC: AS TO PURCHASER: DATED:~ ATTEST:. '. DWIGH1.t;eSRQCK, Clerk '<<~.~.'." ....~:<~~. , ...~>a:. '~.'" "~~tij.~:.'.~-thRnwtYsClerk ';ftII~';].lJ. AS TO SELLER: DA TED:JhYllCl,.t'V\ '2 t WOfo WITNESSES: , ~.L'll vr-J (Signat re) ~, R. (~nm (Printed Name) f!:t}rJiJ/IJ liI;~ (Si nature) E(/~d lJ, ~)IL-L/1J5111bn (Printed Name) Approved as to form and legal sufficiency: ~ \;tL~ lien 1. Chadwell Assistant County Attorney - 9 - d/.~~)ol., ~ , \ ~'Y\ \ 0 A BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA BY: ~~ q- <" / fRANK HALAS, CHAIRMAN COLLIER DEVELOPMENT CORPORATION NOW KNOWN AS CDC LAND INVESTMENTS, INC., a Florida Corporation By:~M 1. lM PATRICK L. UTTER, VICE PRESIDENT PMBPMB _ 285153 _ 6/MBOTOS Page 1 of2 EXHIBIT "A" PROPERTY TAX IDENTIFICATION NUMBER: 00268160009 THE SOUTHEAST (SE~) QUARTER OF NORTHEAST (NE~) QUARTER AND THAT PART OF THE NORTHEAST (NE~) QUARTER OF THE SOUTHEAST (SE~) QUARTER OF SECTION 34, TOWNSHIP SOUTH, RANGE 25 EAST, COLLIER COUNTY, FLORIDA, LYING EAST OF THE CREEK, LESS AND EXCEPT THE FOLLOWING TWO PARCELS: ALL THAT TRACT OF PARCEL OF LAND LYING AND BEING IN THE NORTHEAST (NEI/4) QUARTER OF SECTION 34, TOWNSHIP SOUTH, RANGE 25 EAST, COLLIER COUNTY, FLORIDA, AND BEING MORE P ARTICULARL Y DESCRIBED AS FOLLOWS: BEGINNING AT THE POINT OF INTERSECTION OF THE EAST BOUNDARY OF STORTER SUBDIVISION WITH THE NORTH RIGHT-OF-WAY LINE OF A CANAL, RECORDED IN PLAT BOOK 5, PAGE 106; RUN IN A NORTHERL Y DIRECTION 149.00 FEET, MORE OR LESS, TO THE SOUTH BOUNDARY OF GORDON RIVER HOMES SUBDIVISION, RECORDED IN PLAT BOOK 2, PAGE 84; THENCE IN AN EASTERL Y DIRECTION ALONG WITH THE SOUTH BOUNDARY ,OF GORDON RIVER HOMES A DISTANCE OF 133.00 FEET, MORE OR LESS, TO THE MEAN HIGH WATER LINE OF GORDON RIVER; THENCE IN A SOUTHEASTERLY DIRECTION FOLLOWING THE MEANDERINGS OF THE M.H.W. LINE OF GORDON RIVER TO THE EASTERLY EXTENSION OF THE NORTH RIGHT-OF-WAY LINE OF THE CANAL IN STORTER SUBDIVISION AS RECORDED PLAT BOOK 5, PAGE 106; THENCE IN A WESTERLY DIRECTION ALONG THE EASTERLY EXTENSION OF THE NORTH RIGHT-OF-WAY LINE OF SAID CANAL TO THE POINT OF BEGINNING. AND Page 2 of2 A PORTION OF THE SOUTHEAST (SE Y-.) QUARTER OF THE NORTHEAST (NE Y-.) QUARTER, SECTION 34, TOWNSHIP 49 SOUTH, RANGE 25 EAST, COLLIER COUNTY, FLORIDA DESCRIBED AS FOLLOWS: BEGINNING AT A POINT KNOWN AS "POINT OF ENDING OF BULKHEAD LINE NUMBER 3" AS SHOWN AND DESCRIBED ON THE BULKHEAD LINE PLAT, RECORDED IN BULKHEAD LINE PLAT BOOK 1 AT PAGE 24, PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA; RUN SOUTH 890 42' 36" EAST, ALONG SAID BULKHEAD LINE NUMBER 3, FOR 217.80 FEET; THENCE RUN SOUTH 290 16' 45" EAST, STILL ALONG SAID BULKHEAD LINE, FOR 144.56 FEET; THENCE RUN NORTH 890 42' 36" WEST, FOR 289.14 FEET, TO THE WEST LINE OF THE SOUTHEAST (SE 'i4) QUARTER OF THE NORTHEAST (NE 'i4) QUARTER OF SECTION 34, TOWNSHIP 49 SOUTH, RANGE 25 EAST, COLLIER COUNTY, FLORIDA, SAID POINT BEING ON THE NORTHERLY RIGHT-OF-WAY LINE OF BEMBURY DRIVE BY POSSESSION AS MONUMENTED ON THE GROUND, SAID POINT BEING 362.32 FEET SOUTH OF THE NORTHWEST CORNER OF SAID SOUTHEAST (SE 'i4) QUARTER OF THE NORTHEAST (NE 'i4) QUARTER AS SHOWN ON SAID BULKHEAD PLAT (SURVEYOR'S NOTE: THE NORTHERLY RIGHT-OF-WAY LINE OF BEMBURY DRIVE IS SHOWN AS BEING 360 FEET SOUTH OF SAID NORTHWEST CORNER ON PLAT OF STORTER SUBDIVISION AS RECORDED IN PLAT BOOK 5, PAGE 106, PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA); THENCE RUN NORTH 00 IT 24" EAST, ALONG THE AFOREMENTIONED WEST LINE FOR 125.73 FEET TO THE POINT OF BEGINNING; CONTAINING 0.732 ACRES; TOGETHER WITH ALL RIPARIAN RIGHTS, INCLUDING ANY LAND CONTIGUOUS TO, AND WATERWARD OF, THE HEREIN DESCRIBED PORTION OF BULKHEAD LINE NUMBER 3. CONSISTING OF 43.54 ACRES, MORE OR LESS. AND PROPERTY TAX IDENTIFICATION NUMBER: 20760800009 UNPLATTED LANDS LOCATED IN SECTION 3, TOWNSHIP 50 SOUTH, RANGE 25 EAST AND FURTHER DESCRIBED AS GOVERNMENT LOT 2 LYING WEST OF THE GORDON RIVER , LESS AND EXCEPT THE WEST 20 ACRES THEREOF AND ALSO LESS AND EXCEPT THE NORTH 800 FEET THEREOF. CONSISTING OF 4.39 ACRES, MORE OR LESS.