Agenda 12/16/2008 Item #16E 3
Agenda Item No. 16E3
December 16, 2008
Page 1 of 14
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EXECUTIVE SUMMARY
Recommendation to approve an Agreement for Sale and Purchase with Alina Gonzalez
for 2.50 acres under the Conservation Collier Land Acquisition Program, at a cost not
to exceed $40,300.
OBJECTIVE: TD obtain approval from the Board Df County Commissioners for execution of the
attached Agreement for Sale and Purchase (Agreement) between the BDard of County
CommissiDners (Board) and Alina GDnzalez (Seller).
CONSIDERATIONS: On January 27,2004, Agenda Item 10A, the Board approved a Conservation
Collier Land Acquisition Advisory Committee (CCLAAC) recommended Active Acquisition List (AAL) ,
with changes, and directed staff to actively pursue acquisition of the properties under the
Conservation CDllier Program. On June 22, 2004, Agenda Item 16A2, the Board confirmed their
direction to staff authorizing staff to proceed with purchase contracts for Golden Gate Estates, Unit 53
Multi Parcel Project (Project), properties as they become available and to bring these contracts back
to the Board for final approval. On September 26, 2006, Agenda Item 1 OG, the Board directed staff tD
discontinue buying properties within Project, due to rising property CDStS. On January 29, 2008,
Agenda Item 10F, the BDard accepted CCLAAC's recommended AAL reactivating and placing the
Project on the "A" list.
The Red Maple Swamp Preserve Multi Parcel Project (Project) consists of 116 parcels and a total Df
305.69 acres. To date, Conservation Collier has acquired a total of 91.02 acres consisting Df 30
parcels, and 2 parcels totaling 9.17 are owned by Corkscrew Regional Ecosystem.
Staff contracted with two independent, state-certified, general real estate appraisers to appraise all
parcels within the Project. The appraisers based their analyses on comparable sales from wetland,
not upland parcels, preferably within the Project boundaries. The averaged appraised value for all
parcels is $15,842 an acre.
Staff sent out 69 offer letters based Dn the averaged appraised values, and to date, 25 have accepted
Dur offers, 2 said they are not interested, and 3 made inquiries but have not committed.
On October 28,2008, Agenda Items 16E3, 16E4, 16E5, 16E6, 16E7, 16E9, 16E10, 16E11, 16E12,
16E13, 16E14, 16E15, and 16E16 were approved by the Board authorizing the purchase of thirteen
(13) parcels within the Project.
The Seller's property contains 2.50 acres and is located within the Project. The land CDSt for the 2.50
acre parcel is $39,605.
The attached Agreement provides that should the County elect not to close this transaction for any
reason, except for default by the Seller, the County will pay the Seller $198.03 in liquidated damages.
The CCLAAC approved this transaction on November 10, 2008, and voted to recommend Board
approval and execution of the attached Agreement.
Pursuant tD Ordinance 2007-65, Section 13(8), a Project Design Report for the property is provided
herewith.
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FISCAL IMPACT: The total cost of acquisition will not exceed $40,300 ($39,605 for the property, and
approximately $695 for the title commitment, title policy, and recording of documents). The funds will
be withdrawn from the Conservation Collier Trust Fund (172). As of December 1, 2008, property
Agenda Item No. 16E3
December 16. 2008
Page 2 of 14
costs for Conservation Collier properties, including this property and those under contract, total
$102,575,385.02.
GROWTH MANAGEMENT IMPACT: Fee simple acquisition of conservation lands is consistent with
and supports Policy 1.3.1 (e) in the Conservation and Coastal Management Element of the Collier
County Growth Management Plan.
LEGAL CONSIDERATIONS: The Conservation Collier Ordinance (2007-65) provides a legal
framework for property acquisition for the Conservation Collier Program. The process for acquiring
this property falls within the legal framework of Ordinance 2007-65. The Agreement has been
reviewed and approved by the County Attorney's Office. - JAB
RECOMMENDATIONS: Staff is recommending that the Board of CDunty Commissioners:
1) Approves the attached Agreement and accepts the Warranty Deed once it has been received and
approved by the County Attorney's Office; 2) Authorizes the Chairman to execute the Agreement and
any and all other County Attorney's Office approved documents related to this transaction; 3)
Authorizes the County Manager or his designee to prepare related vouchers and Warrants for
payment; and 4) Directs the County Manager or his designee to proceed to acquire this parcel, to
follow all appropriate closing procedures, tD record the deed and any and all necessary documents to
obtain clear title to this parcel, and to take all reasonable steps necessary to ensure performance
under the Agreement.
PREPARED BY: Cindy Erb, SRlWA, Senior Property Acquisition Specialist, Real Property
Management, Department of Facilities Management
Item Number:
Item Summary:
Meeting Date:
Page I of 1
Agenda Item No. 16E3
December 16, 2008
Page 3 of 14
COLLIER COUNTY
BOARD OF COUNTY COMMISSIONERS
16E3
Recommendation to approve an Agreement for Sale and Purchase with Alina Gonzalez for
2.50 acres under the Conservation Collier Land Acquisition Program. at a cost not to exceed
$40.300.
12/16/2008 90000 AM
Prepared By
Cindy M. Erb
Administrative Services
Senior Property Acquisition Specialist
Date
Facilities Management
11110/20082:32:37 PM
Approved By
Jennifer A. Belpedio
County Attorney
Assistant County Attorney
County Attorney Office
Date
11/10/20085:10 PM
Approved By
Skip Camp, C.F.M.
Administrative Services
Facilities Management Director
Facilities Management
Date
11/13/200810:38 AM
Approved By
Toni A. Mott
Administrative Services
Real Property Supervisor
Facilities Management
Date
11/15/20083:18 PM
Approved By
Alexandra J. Sulecki
Administrative Services
Senior Environmental Specialist
Date
Facilities Management
11/18/2008 2:01 PM
Approved By
Len Golden Price
Administrative Services
Administrative Services Administrator
Date
Administrative Services Admin.
11/18/20082:39 PM
Appro\'cd By
OMS Coordinator
Administrative Services
Applications Analyst
Information Technology
Date
11/18/20083:50 PM
Approved BJ
Scott R. Teach
County Attorney
Assistant County Attorney
County Attorney Office
Date
11119/20089:43 AM
Approvcd BJ
Laura Davisson
County Manager's Office
Management & Budget Analyst
Office of Management & Budget
Date
12/3/200811 :55 AM
Appro,'cd By
James V. Mudd
Board of County
Commissioners
County Manager
Date
County Manager's Office
12/5/20087:13 PM
file:l/C:\AgendaTest\Exoort\ 1 18-December%20 16.%202008\ 16.%20CONSENT%20AGE...
12/1 0/2008
Agenda Item No. 16E3
December 16, 2008
Page 4 of 14
Conservation Collier Land Acquisition Program
Project Design Report
Date: November 10,2008
Conservation Collier: NGGE Unit 53 Map
South Florida Water
Management District
o 250500
1.000 Feet
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Legend
Conservation Collier IIIl CREW Inholdings
_ Acquired U53 Properties SFWMD parcel
A.list 1:71. County Cow Pasture
,;~~-~ Gonzalez, A.lina: 2.5 acres
Propertv Owner: GONZALEZ, ALINA
Folio(s): 39490160000
Location: GOLDEN GATE EST UNlT 53 E1/2 OF TR 4
Size: 2.50 acres
Appraisal/Offer Amount: $39,605
Historv of Proiect:
Project Project halted Project Purchase offer Offer
Approved for by Bee resumed made to Accepted
purchase by by Bee owner
Bee
tl27 /04 9/26/06 J!29/0R 7/25/0R 7/31/08
Puroose of Proiect: Conservation Collier
Agenda Item No. 16E3
December 16, 2008
Page 5 of 14
PrOl!ram Qualifications:
This is one of a number of parcels approved for acquisition that are part of a larger, multi-parcel,
multi-owner project known both as the Red Maple Swamp Preserve Project and as North Golden
Gate Estates (NGGE) Unit 53. This parcel was considered in context of the whole project. The
following identifies the ecological value, significance for water resources, human values and
aesthetics, vulnerability to development and management potential for this project. The entire
project area is 305.69 acres, and there are currently 91.02 acres within the project area that have
been acquired by Conservation Collier. Although the unit has been platted for single-family
home development, at present there are no homes, paved streets or electric service. A search of
County permit files shows no pennits are under review as of May 15, 2008, however this area is
vulnerable to development for single-family residences and pennits could he issued at any time.
Native habitat present over the whole unit is wetland hardwood forest, with a substantial portion
of that being dominated by cypress and red maple swamp and the remainder by native and exotic
re-growth over an historic farm field (approximately 100 acres). Soils, hydrology and extant plant
species indicate that the entire unit is a seasonal wetland, with surface water present during rainy
season and moist conditions remaining during dry season (excepting drought conditions when
water tabtes may recede lower). The area contrihutes moderately to Lower Tamiami aquifer
recharge (7-14 inches per year).
A native terrestrial orchid species State listed as Threatened, Wild Coco (Eulophia alto) and a
fern species, Royal fern (Osmunda regalis) listed by the State as Commercially Exploited were
observed in abundance. No listed wildlife species were observed, however, the entire unit is
directly adjacent to Priority One Panther Habitat, as designated by the Florida Fish and Wildlife
Conservation Commission. Black bear, another listed species, are known to inhabit adjoining
public lands. Wetland dependant bird species were observed on site.
NGGE Unit 53 is connected on its north and west sides with 60,000 acres of conservation lands
that are part of a regionally important watershed and to the southwest with nearly 35 additional
sections of lands having varying levels of environmental protection. Surrounding tands include
South Florida Water Management District (SFWMD) lands, the Corkscrew Regional Ecosystem
Watershed (CREW) Trust conservation lands, the Audubon Corkscrew Sanctuary and private
mitigation lands. Acquisition of NGGE Unit 53 would enhance, protect, buffer these lands and
provide public access to adjoining Bird Rookery Swamp, where a I ,200-foot boardwalk has been
built and nearly 5 miles of hiking trails have already been created. Staff is working with the
SFWMD and Parks and Recreation Department staff to develop a partnership for access and
management of these recreational amenities.
Proiected Manal!ement Activities:
Removal of exotic plants, grading out portions of existing limerock roads (except for those
necessary to public access), construction of trails, parking and placement of fencing and signage
are projected management activities. An Interim Management Plan (IMP) has been drafted and
approved, however, the existence of the boardwalk and trail system on adjoining SFWMD lands
was not known at that point in time and a potential partnership was not contemplated. Any
partnerships, including potential road improvements, will be included in a Final Management
Plan and brought to the Board of County Commissioners for review and approval. Pursuant to the
approved IMP, active management of the parcels will begin once enough contiguous parcels have
been acquired to make management actions cost effective.
2
. CONSERVATION COLLIER
Property Identification No 39490160000
.lIgenda Item No. 16E3
December 16, 2008
Page 6 of 14
,
AGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT is made and entered into by and between ALINA
GONZALEZ, a single woman, whose address is 16461 SW 31" Street, Miramar, FL
33027 -5232, (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 10 as "Purchaser").
WITNESSETH
WHEREAS, Seller is Ihe 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 Thirty
Nine Thousand Six Hundred Five Dollars and 00/100 dollars ($39,605.00), (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 one hundred and twenty
(120) 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 Seller shall convey a marketable title free of any liens, encumbrances,
exceptions, or qualifications. Marketable title shall be determined according to
applicable title standards adopted by the Florida Bar and in accordance with
law 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
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
1
CONSERVATION COLLIER
Property Identification No. 39490160000
Agenda Item No. 16E3
December 16, 2008
Page 7 of 14
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 soie 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 lItIe 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 Within fifteen (15) days after the date hereof, Purchaser shall obtain as
evidence of title an AL T A Commitment for an Owner's Title Insurance Policy
(ALTA Form 8-1970) covering the Property, together with hard copies of all
exceptions shown thereon. Purchaser shall have thirty (30) days, following
receipt of the title insurance commitment, to notify Seller in writing of any
objection to title other than liens evidencing monetary obligations, if any,
which obligations shall be paid at ciosing. If the title commitment contains
exceptions that make the title unmarketable, Purchaser shall deliver to the
Seller written notice of its intention to waive the applicable contingencies or to
terminate this Agreement.
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
said objections within said time period, Purchaser, by providing written notice
to Selier within seven (7) days after expiration of said thirty (30) day period,
2
CONSERVATION COLLIER
Property Identification No. 39490160000
Agenda Item No. 16E3
December 16, 2008
Page 8 of 14
may accept title as it then is, walvong 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 tttie
commitment.
4013 Seller agrees to furnish any existing surveys of the Properly 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," unless the difference in
acreage revealed by survey exceeds 5% 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, and Seller
shall have the option of curing said encroachment or projection, or obtaining
legal access to the Properly from a public roadway, within sixty (60) days of
receipt of said written notice from Purchaser. Purchaser shall have ninety (90)
days from 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 properly 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 il 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
Properly with the encroachment, or projection, or lack of legal access.
V. INSPECTION PERIOD
5.01 Purchaser shall have one hundred and twenty (120) 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 Properly.
3. The Property is in compiiance wilh all applicable State and Federal
environmental laws and the Property is free from any pollution or
contamination.
4. The Properly can be utilized for its Intended use and purpose in the
Conservation Collier program.
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 ontention 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 nght 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 Properly.
5.03 Purchaser and its agents, employees and servants shall, at their own risk and
expense, have the right to go upon the Properly 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. Seller shall be notified
3
. CONSERVATION COLLIER
Property Identification No. 39490160000
Agenda Item No. 16E3
December 16, 2008
Page 9 of 14
by Purchaser no less than twenty-four (24) hours prior to said inspection of the
Property.
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 2008 taxes, and shall be
paid by Seller.
IX. TERMINATION AND REMEDIES
9.01 If Seller shall have failed to perform any of the covenants andlor 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 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.
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-half percent (112%) of the purchase
price 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. 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 nght 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.
4
.. CONSERVATION COLLIER
Property Identification No. 39490160000
Aoenda Item No. i 6E3
~ December 16. 2008
Page 10 of 14
At Closing, certified copies of such approvais shall be delivered to Purchaser
and/or Seller, if necessary.
10013 The warranties set forth in this paragraph 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, iltigation 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 Seller represents that 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 Selle~s ownership
thereof. Seller represents none of the Property has been used as a sanitary
landfill.
10.018 Seller has no knowledge that the Property and Seller's operations
concerning the Property are in violation of any applicable Federal, State or
local statute, law or regulation, or of any notice from any governmental body
has been served upon Seller claiming any violation of any law, ordinance,
code or regulation or requiring or calling attention to the need for any work,
repairs, construction, alterations or installation on or in connection with the
Property in order to comply with any laws, ordinances, codes or regulation with
which Seller has not compiled.
10.019 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. ieasing, employment, service or other contracts affecting the
Property.
10.020 Seller has no knowledge that there are any suits, actions or arbitration,
bond issuances or proposals therefor, proposals for public improvement
assessments, pay-back agreements, paving agreements, road expansion or
improvement agreements, utility moratoriums, use moratoriums, improvement
5
, CONSERVATION COLLIER
Property Identification No. 39490160000
Agenda Item No. 16E3
December 16, 2008
Page 11 of 14
moratoriums, administrative or other proceedings or governmental
investigations or requirements, fonnal 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.
10.021 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 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 shail deliver to Purchaser a statement
(hereinafter called the "Closing Representative Statement") reasserting the
foregoing representations as of the Date of Closing, which provisions shall
survive the Closing.
10,023 Seller represents, warrants and agrees to indemnify, reimburse, defend
and hold Purchaser harmless from any and all costs (including attorney's fees)
asserted against, imposed on or incurred by Purchaser, directly or indirectly,
pursuant to or in connection with the application of any federal, state, local or
common law relating to pollution or protection of the environment which shall
be in accordance with, 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. This provision and
the rights of Purchaser, hereunder, shall survive Closing and are not deemed
satisfied by conveyance of title
10.024 Any ioss 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 Facilities Department
3301 Tamiami Trail East
Naples, Florida 34112
With a copy to:
Cindy M. Erb, SRlWA, Senior Property Acquisition Specialist
Collier County Real Property Management
Facilities Management Building
3301 Tamiami Trail East
Naples, Florida 34112
Telephone number: 239-252-8991
Fax number: 239-252-8876
6
. CONSERVATION COLLIER
Property Identification No 39490160000
Agenda Item No. 16E3
December 16. 2008
Page 12 of 14
If to Seller:
Alina Gonzalez
16461 SW 31" Street
Miramar, FL 33027-5232
Telephone number: 786-229-7271
Fax number:
11.02 The addressees and numbers for the purpose of this Articie 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 Any and all brokerage commissions or fees shall be the sole responsibility
of the Seller. Seller shall indemnify Purchaser and hold Purchaser harmless from
and against any claim or liability for commission or fees to any broker or any other
person or party claiming to have been engaged by Seller as a real estate broker,
salesman or representative, in connection with this Agreement. Seller agrees to
pay any and all commissions or fees at closing pursuant to the terms of a
separate agreement, if any.
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.
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 acceptance and approval by the Board of County
Commissioners of Coliier County, Florida.
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,
7
. CONSERVATION COLLIER
Property Identification No. 39490160000
Agenda Item No. 16E3
December 16. 2008
Page 13 of 14
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.
IN WITNESS WHEREOF, the parties hereto have signed below.
Dated Project/Acquisition Approved by BCC:
AS TO PURCHASER:
DATED:
ATTEST:
DWIGHT E. BROCK, Clerk
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
BY:
, Deputy Cieri<
TOM HENNING, Chairman
AS TO SELLER:
DATED; 9~;;r!of
I I
WITNESSES:
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BY .. (t7~
. . GON LEZ
~~~~
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SOiJit1tJQ1Jj' ftf[:2,
(Printed Name) A
f
(Sig ture)
i/eiry~{,-!fftu-Q
(Firinte Name)
Approved as to form and
legal sufficiency:
8
'.
Agenda Item No. 16E3
December 16, 2Q08
Page 14 of!14
EXHIBIT "A"
PROPERTY IDENTIFICATION NUMBER:
LEGAL DESCRIPTION:
EAST HALF (E Y.) OF TRACT 4, GOLDEN GATE ESTATES, UNIT NO.
53, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT
BOOK 7, PAGE 93 OF THE PUBLIC RECORDS OF COLLIER COUNTY,
FLORIDA.
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2.5 ACRES