Backup Documents 10/27/2009 Item #16D11
ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
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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 arc to be forwarded to the Board Office only after the Board has taken action on the item,)
ROUTING SLIP
Complete routing lines # I through #4 as appropriate for additional signatures, dates, and/or information needed. If the document is already complete with the
ex of the Chairman's si nature, draw a line thrall h routin lines #1 thrau #4, com Jete the checklist, and forward to Sue Filson (line #5).
R!lute to see(s) Office Initials Date
(I,,;fst in routin order)
1.
2.
5. Ian Mitchel C Office
Supervisor
6. . utes and Records
I.
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark "N/A" in the Not Applicable column, whichever is
a ra riate.
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
Chainnan 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 parties exce t the BCC Chairman and the Clerk to the Board
The Chainnan's signature line date has been entered as the date ofBCC 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
signature and initials are re uired.
In most cases (some contracts are an exception), the original document and this routing slip
should be provided to Ian Mithchell in the BCC office within 24 hours ofBCC approval.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BeC's actions are nullified. Be aware of your deadlines!
The document was approved by the Bee on I - 2/-D I (enter date) and all changes
made during the meeting have been incorporated in the attached document. The
Count Attorne 's Office has reviewed the chan es, if a licable.
3.
4.
Board of County Commissioners
Clerk of Court's Office
PRIMARY CONTACT INFORMA nON
(The primary contact is the holder of the original document pending Bee approval. Nonnally the primary contact is the person who created/prepared the executive
surrmary. Primary contact information is needed in the event one of the addressees above, including Sue Filson, need to contact stafffor additional or missing
infonnation. All original documents needing the Bee ehainnan's signature are to be delivered to the Bee office only after the Bee has acted to approve the
item)
Name of Primary Staff -:JAr::;O/J BI~fJ Phone Number LS?.- -gllLj
Contact
A genda Date Item was o ddocr 2'i, 1m1 Agenda Item Number \b b\\
Aooroved bv the BCC
Type of Document A6\?ff~ Number of Original \
Attached Documents Attached
o
3.
4.
5.
6.
Yes N/A(Not
(Initial) A licable)
~
2J?
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i: Forms/ County Forms/ BeC Forms/ Original Documents Routing Slip WWS Origina19.03.04, Revised 1.26.05, Revised 2.24.05, Revised 9.18.09
MEMORANDUM
Date:
October 29, 2009
To:
Jason Bires, Property Acquisition Specialist
Real Estate Services
From:
Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re:
Real Estate Conveyance Agmt. between Collier County
and the David Lawrence Mental Health Center, Inc.,
conveying County owned land at 425 1 sl Street, Immokalee
Attached for your records, is a copy of the document referenced above,
(Agenda Item #16Dll) approved by the Board of County Commissioners
October 27, 2009.
If you should have any questions, please contact me at 252-8406.
Thank you.
Attachment (1)
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PROJECT: Oavid Lawrence Center
!=OLlO NO: 00127120009
16D11
REAL ESTATE CONVEYANCE AGREEMENT
qL ~
THIS AGREEMENT made and entered into this day of t , 2009, by and
between COLLIER COUNTY, A POLITICAL SUB~ON OF THE S ATE OF FLORIDA, whose
mailing address is 3301 Tamiami Trail East, Naples, FL 34112 (hereinafter referred to as "County"),
:md DAVID LAWRENCE MENTAL HEALTH CENTER, INC., a Florida non-profit corporation, d/b/a
David Lawrence Center, whose mailing address is 6075 Bathey Lane, Naples, FL 34116 (hereinafter
..eferred to as "OLC").
WHEREAS, the County desires to convey to OLC the property hereinafter described at no cost to OLC;
and
WHEREAS, Section 125.38, Florida Statutes allows the County to convey property to a not for profit
organization to be used for the public or community interest and welfare if it is not needed for County
use for a nominal price or other price as the Board of County Commissioners may fix regardless of the
actual value of the property;
WHEREAS, OLC desires to accept conveyance of the property under the terms and conditions
:1ereinafter set forth;
NOW, THEREFORE, in consideration of the recitals, the mutual covenants hereinafter set forth and
other good and valuable considerations, the receipt and sufficiency of which are hereby mutually
acknowledged, it is agreed by and between the parties as follows:
'1. PREMISES: The real property which is the subject of this Agreement is located in Collier County,
~'Iorida, at 425 1st Street North, Immokalee, FL 34142, and is described on Exhibit "A" attached hereto
nnd made a part hereof.
/\s shown on Exhibit "A", the real property contains approximately 1.75 acres, and is to be split off from
the 10+1- acre County Public Services facility at this location. The 1.75 acre parcel is hereinafter
referred to as the "Land".
2. CONVEYANCE. COSTS ANO FINANCING: The County agrees to convey the Land to OLC at no
cost to OLC.
Conveyance shall be transacted at such time as a period of due diligence has been concluded and all
terms and conditions as stated herein have been satisfied, but in no event later than one hundred
twenty (120) days following approval of this Agreement by the Collier County Board of County
Commissioners with an additional thirty (30) days for closing. Should conveyance not be transacted by
that time, this Agreement shall be terminated and have no further force and effect.
OLC shall be responsible for payment of all costs associated with the transaction contemplated herebY,/"
dither directly or by reimbursement.
DLC shall obtain written permission from the County prior to obtaining any financing wherein the land
:;hall be used as collateral. Said financing shall be used exclusively to make improvements to the
!..:md. Should OLC fail to comply with this requirement, the Land will automatically revert to the County.
OLC agrees to allow the County to inspect its records and premises in order to determine if these
o;ommitments are met.
3. APPROVAL: This Agreement and the transaction contemplated hereby are subject to approval by
the Collier County Board of County Commissioners.
4. OISCLAIMER OF WARRANTIES: OLC understands and acknowledges that OLC will accept the
Land in "AS IS" condition and specifically and expressly without any warranties, representations or
guarantees, either express or implied, of any kind, nature, or type whatsoever from or on behalf of the
County. OLC acknowledges and agrees that OLC, in entering into this Agreement and receiving and
accepting the Land, is not relying on any representations made by the County regarding the condition,
iuture development potential, or use of the Land. OLC further acknowledges that OLC has made
and/or has been given an adequate opportunity to make such legal, factual and other inquiries and
investigations as OLC deems necessary, desirable or appropriate with respect to the Land (referred to
nerein as "due diligence"). Without in any way limiting the foregoing, OLC acknowledges and agrees
that OLC hereby waives, releases and discharges any claim that OLC has, might have had. or may
have against the County with respect to the condition of the Land.
'J. REVERTER: OLC agrees that should the Land at any time cease to be used as a mental health
facility, the Land will revert back to the County, and that a provision to this effect will be set forth in the
Statutory Oeed conveying the Land to OLC.
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6. DUE DILIGENCE AND SUBSEQUENT DEVELOPMENT: As a condition of conveyance, and prior
thereto, DLC will be solely responsible, at DLC's cost and expense, for performing any and all due
diligence and obtaining any and all permits and approvals required for the completion of the
conveyance contemplated hereby, and DLC shall provide the County with a Zoning Verification Letter
or official interpretation from the appropriate regulatory authorities that the conveyance of the Land can
be accomplished with no adverse effect to the remainder of the County's property and facilities
including but not limited to: access, existing regulatory and permit requirements such as zoning,
stormwater management, parking space requirements and landscape requirements.
OLC shall be responsible for all costs associated with the preparation of the legal description and
sketch clearly identifying the boundaries of the land to be conveyed.
OLC acknowledges that the Land and the County's remaining property are subject to a common Site
Development Plan, and agrees that DLC's future use and development of the Land will be restricted so
as not to adversely affect all or any part of the County's remaining property. DLC further agrees to
exonerate and save harmless, protect and indemnify County against any and all liabilities resulting
from violation of this restriction, including but not limited to all costs associated with the correction of
any adverse impacts. Provisions regarding this restriction will be set forth in the Statutory Deed
conveying the Land to DLC, and indemnity provisions herein shall survive conveyance of the Land.
7. GENERAL PROVISIONS:
A. This Agreement, including all exhibits attached hereto and documents to be delivered
pursuant hereto, shall constitute the entire agreement and understanding of the parties, and there are
no other prior or contemporaneous written or oral agreements, undertakings, promises, warranties or
covenants not contained herein.
B. This Agreement may be amended only by a written memorandum subsequently executed
by all of the parties hereto.
C. No waiver of any provision or condition of this Agreement by any party shall be valid
unless in writing signed by such party. No such waiver shall be taken as a waiver of any other or
similar provision or of any future event, act or default.
D. Time is of the essence of this Agreement. In the computation of any period of time
IJrovided for in this Agreement or by law, any date falling on a Saturday, Sunday or legal holiday shall
be deemed to refer to the next day which is not a Saturday, Sunday or legal holiday.
E. In the event that any provision of this Agreement shall be unenforceable in whole or in
iJart, such provision shall be limited to the extent necessary to render the same valid, or shall be
~'xcised from this Agreement, as circumstances require, and this Agreement shall be construed as if
said provision had been incorporated herein as so limited, or as if said provision had not been included
herein, as the case may be.
F. Headings of paragraphs are for convenience of reference only, and shall not be construed
as a part of this Agreement.
G. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto,
and their respective heirs, executors, personal representatives, successors and assigns, provided,
however, that this Agreement may not be assigned by the DLC without the prior express written
consent of the County, which consent may be withheld for any reason whatsoever.
H. Any and all notices permitted, or required to be given hereunder, shall be in writing and
shall be either personally delivered to the party or shall be sent by United States mail, postage prepaid,
registered or certified mail to the following addresses. Any such notice shall be deemed given and
effective upon receipt or refusal of delivery thereof by the primary party to whom it is to be sent.
AS TO COUNTY: Collier County Real Property Management
Attention: Jason Bires, Property Acquisition Specialist
3301 Tamiami Trail East
Building W
Naples, Florida 34112
WITH A COPY TO: Collier County Attorney's Office
Attention: Jennifer White, Assistant County Attorney
3301 East Tamiami Trail
W. Harmon Turner Building, ath Floor
Naples, Florida 34112
AS TO DLC:
David Lawrence Center
Attention: David Schimmel
6075 Bathey Lane
Naples, Florida 34116
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I. This Agreement shall be governed in all respects by the laws of the State of Florida.
J. This Agreement is between the County and the DLC and no other party shall, under any
circumstances, be deemed to be a beneficiary of any of the terms and conditions to be performed by
the County pursuant to this Agreement.
K. All of the parties to this Agreement have participated fully in the negotiation and
preparation hereof; and, accordingly, this Agreement shall not be more strictly construed against any
one of the parties hereto.
L. Any prior agreements, representations, understandings or oral statements, including, but
not limited to rendering or representations contained in sales brochures, maps, sketches, advertising or
sales materials, and oral statements of sales representatives, if not expressed in this Agreement, are
void, have no effect, and have not been relied upon by the DLC.
8. OTHER PROVISIONS:
A. The County has the right to maintain possession of the property until the day of
conveyance, subject only to that certain Lease Agreement by and between the parties hereto dated
July 28, 1987
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and
year first above written.
AS TO THE COUNTY:
DATED: !o-d-1-{:Jl
ATTEST:
OWIGHT E. aR0CK,.Clerk
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BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, A POLITICAL SUBDIVISION
OF THE STATE FLORIDA
BY:
Donna Fiala, Chairman
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AS TO THE DLC:
OATED: Q/30jo9
DAVID LAWRENCE MENTAL HEALTH CENTER,
INC., a Florida non-profit corporation, d/b/a David
Lawrence Center
BY:
'."'i ess (Signture~ .
ame: c.~, t v1 ." f/~ ~ T
(Print or Type)
Print Name'
Title:
Address: 6075 Bathey Lane
Naples, FL 34116
Approved as to form and
legal sufficiency:
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. . 2'z vV ,v I 'f'-tv 13 'tIIIllC
Assistant County Attorney- .
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Agenda ,v[~11
Date
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Deputy Clerk
16D11