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Agenda 12/16/2008 Item #16E10 Agenda Item No 16E10 December ',6, 2008 Page 1 of 15 EXECUTIVE SUMMARY Recommendation to approve an Agreement for Sale and Purchase with Bernard D. Schaab for 2,5 acres under the Conservation Collier land Acquisition Program, at a cost not to exceed $6,900, OBJECTIVE: To obtain approval from the Board of County Commissioners for execution of the attached Agreement for Sale and Purchase (Agreement) between the Board of County Commissioners (Board) and Bernard D. Schaab (Seller). CONSIDERATIONS: On January 29, 2008, Agenda Item 10F, the Board approved a Collier Conservation Land Acquisition Advisory Committee (CClAAC) recommended Active Acquisition List, with changes, and directed staff to actively pursue acquisition of the properties under the Conservation Collier Program. One of the changes that the Board made was to place the Camp Kieas Strand area on the "A" List instead of the "C" list as was recommended by the CCLAAC. The Seller's property contains a total of 2.5 acres and is located within Section 32, Township 48 South, Range 29 East, in an area known as the Camp Keais Strand. Camp Keais Strand is located south of Oil Well Road. In accordance with the approved Conservation Collier Purchasing Policy, the purchase price of $6,250 was based upon one independent, state- certified, general real estate appraiser. - 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 $31.25 in liquidated damages. On November 10, 2008, the CClAAC voted 8/1 to make the recommendation that the Board not approve this transaction. Citing the same reasons as those contributing to the CClAAC's Cycle 5 recommendation to place properties in this area on the "C" List, members stated that this property is isolated, not accessible to the public, noncontiguous with other offered parcels, and at low risk for development. Pursuant to Ordinance 2007-65, Section 13(8), a Project Design Report for the property is provided herewith. FISCAL IMPACT: The total cost of acquisition will not exceed $6,900 ($6,250 for the property, and approximately $650 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 The funds will be withdrawn from the Conservation Collier Trust Fund (172).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 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 13.1 (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 ,.- ,~Gf~nda Item ['-lo. 16E 10 ~ D9cemher 16. 2008 Page 2 of i5 EXECUTIVE SUMMARY Conservation Collier - Agreement for Sale and Purchase -Schaab Page 2 RECOMMENDATIONS: Staff is recommending that the Board of County 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, to 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, SRIVVA, Senior Property Acquisition Specialist, Real Property Management, Department of Facilities Management ., Item Number: Item Summary: Meeting Date: Page 1 of I Agenda item No. 16E10 December 16. 2008 Page 3 of 15 COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS 15E10 Recommendation to approve an Agreement for Sale and Purchase with Bernard 0 Schaab for 2.5 acres under the Conservation Collier Land Acquisition Program, at a cost not to exceed $6.900. 12/16/2008 90000 AM Prepared By Cindy M. Erb Administrative Services Senior Property Acqul3rtior. Specialist Date Approved By Facilities Management 11112/20088:00:02 AM Skip Camp, C.F .M. Administrative Services Facilities Management Director Facilities Management Date 11/13/200810:40 AM Approved By Jennifer A. Belpedio County Attorney Assistant County Attorney Date County Attorney Office 11113/20083:07 PM Approved By Toni A. Mott Administrative Services Real Property Supervisor Date Facilities Management 11/15/20083:11 PM Approved By Alexandra J. Sulecki Administrative Services Senior Environmental SpeciaUst Date Facilities Management 11/18/20082:04 PM Approwd By Len Golden Price Administrative Services Administrative Services Administrator Date Administrative Services Admin. 11/18/20083:07 PM Approved By OMS Coordinator Administrative Services Applications Analyst Information Technology Date 11/18120084:03 PM Approved By Scott R. Teach County Attorney Assistant County Attorney Date County Attorney Office 11/19120089:22 AM Approved By Laura Davisson County Manager's Office Management & Budget Analyst Office of Management & Budget Date 12/31200810:13 AM ApprlJ';ed B}' James V. Mudd Board of County Commissioners County Manager Date County Manager's Office 12/5/20087:23 PM file://C:\AgendaTest\ExPOIi\ 118-Deccmber%20 16.%202008\ 16.%20CONSENT%20AGE". 12/1 0/2008 ll.Jenda Item r'~o. 16E 10 December 16. 2008 Page 4 of 15 Conservation Collier Land Acquisition Program Project Design Report Date: November 10, 2008 Conservation Collier: Camp Keais Strand Parcels ----~-3 , ==I-~'6thAVONEI -l~ B --------.-----------;- j- , . ---L.. ~ ' ---L.. _'5-'----------_....._L_ ~+--- i -"0'--------,- ~~~=_J~~ '"01 ' -~~1 ~::~~== ->--'-------------'---- w' '-~n \ k~ ~b' w,~~~:~:e;,~:.d . 'f r t' ~ Oil Well RQ;d --~ ---~------- I --+ ,J--- "I Golden Gate Blvd E I ~ Close-up View of Camp Keais Strand Parcels t---, Florida Panther National WildtifeRefuge ,:,3 1 I,I",,~ , ::;''''~ Legend 1 III Acquired . Schaab: 2.5 acres r A-list Conservation Lands ~ Roads _~opict COllllly Property Owner: Bernard D. Schaab Folio(s): 00229880001 Location: East Half (EI/2) of the South Half (S 1/2) of the Northwest Quarter (NWI/4) of the Southwest Quarter (SWI/4) of the Southwest Quarter (SWI/4) of Section 32, Township 48 South, Range 29 East, Collier County, Florida Size: 2.5 acres Appraisal/Offer Amount: $ 6.250 Histon' of Proiect: Project Project Purchase recommendation /\pproved offer made Offer by CCL/v\C f()r purchase to owner Accepted by BCC Recommended for Placed on A- "(" List by List by BCC 8127/08 912/08 CCLAAC on ] 2,']()/O7 1/29/08 Agenda Item No. 16E10 Decernber 16, 2008 Page 5 of 15 Purpose of Proiect: Conservation Collier Prol!ram Qualifications: The 2.S-acre Schaab parcel is one of a number of parcels approved for acquisition that are part of a larger, non-contiguous, multi-owner project known as the Camp Keais Strand project. 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 acreage under consideration is 84.77 acres including these 2.S acres. The remaining parcels will be acquired pending acceptance of offers to owners. Although the area has been zoned for agriculture with a mobile home overlay, at present there are no homes on these parcels. Furthermore, there are no streets or any utilities that service lh~ project area. Native habitat present over the whole project area includes primarily freshwater marsh, but also cypress and pine flatwoods. 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 tables may recede lower). The area is mapped in Geographic Information Systems (GIS) maps (obtained from the South Florida Water Management District) as contributing minimally to Lower Tamiami aquifer recharge (0 -7 inches annually) and moderately to the surficial aquifer (43 - S6 inches annually). Staff was unable to "walk" the properties but a site visit was conducted via airplane and large congregations of white birds (prcsumably white ibis or common egrets) were observed on the parcels. Collier County GIS data indicated 2 rookeries and 2 other instances of undefined "wildlife observations" located on or near these parcels. These parcels are within the Camp Keais Strand, containing flow way and wildlife stewardship areas of the Agricultural/Rural Mixed Use District. They function as buffer for the flow way, corridor and ecological link between wildlife habitat in the northern and southern portions of Collier County. They are connected ecologically with Florida Panther National Wildlife Refuge lands 3-4 miles to the south. Proiected Manal!ement Activities: The removal of exotic plants would be difficult and highly expensive at this time. Additionally, it is unknown what kinds or amounts of exotic plants exist on these parcels as they are physically inaccessible. Once physical access to these parcels is possible, plant and animal surveys along with the removal of exotics will take place. Public access (and access to these parcels by staff) will not be possible until physical access is established by the Transportation Department. 2 A:Jenda item r",o:~.l 10 December 16,' 08 Page 6 0 15 . CONSERVATION COLLIER Property Identification No 00229880001 AGREEMENT FOR SALE AND PURCHASE THIS AGREEMENT is made and entered into by and between BERNARD D. SCHAAB, whose address is 2385 Manchester Lane, Avon Lake, OH 44011-1670, (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, Napies, 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 condrtions 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 201 The purchase price (the "Purchase Price") for the Property shall be Six Thousand Two Hundred Fifty Dollars and 00/100 dollars ($6,250.00), (U.S. Currency) payable at time of closing. III. CLOSING 301 The ClOSing (THE "CLOSING DATE", "DATE OF CLOSING", OR "CLOSING") of the transaction shall be held on or before two hundred and forty (240) 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. (u) Such other easements, resirictions or conditions of record. 3 0112 Combined Purchaser-Seller closing statement. 1 CONSERVATION COLLIER Property Identification No. 00229880001 Agenda item f'JO. 16E 10 December 16, 2008 Page 7 of 15 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 Senvice. 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 titie 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 Titie 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 irnmediately 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 B 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, hornestead 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 andlor 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 dale hereof, Purchaser shall obtain as evidence of title an AL TA Commitment for an Owner's Title Insurance Policy (AL TA Form B-1970) covering the Property, together with hard copies of all exceplions 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 SelJer 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 2 T" CONSERVATION COLliER Property Identification No. 00229880001 ';:;enca item No. 16E10 .' December 16. 2008 P3ge 8 of 15 good and marketable litle, except for liens or monetary obligations whJch 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 Seller within seven (7) days after expiration of said Ihirty (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 sunveys of the Property in Seller's possession to Purchaser within 10 (ten) days of the effective date of this Agreement. Purchaser shali have the option, at its own expense, to obtain a current sunvey 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 sunvey exceeds 5% of the overall acreage. If the sunvey provided by Seller or obtained by Purchaser, as certified by a registered Florida sunveyor, shows: la) an encroachment onto the property; or (b) that an improvement located on the Property projects onto lands of others, or (c) lack of iegal access to a public roadway, the Purchaser shall notify the Seller in writing of such encroachment, projection, or lack of iegal access, and Seller shall have the option of curing said encroachment or projection, or obtaining legal access to the Property from a public roadway, within sixty (60) days of receipt of said written notice from Purchaser. Purchaser shall have 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 legaj access to the property within said sixty (60) day period, Purchaser, by providing written notice to Seller within seven (7) days after expiration of said sixty (60) day period, may accept the Property as it then is. waiVing any objection to the encroachment, or proJection, or lack of legal access, or Purchaser may terminate the Agreement. A failure by Purchaser to give such written notice of termination within the time periOd provided herein shall be 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 one hundred and twenty (120) days from the dale of this Agreemenl, ("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 use and purpose in the Consenvation Collier program. 5.02 If Purchaser is not satjsfied, 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 Articie V shall be deemed wa!ved. 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 , CONSERVATION COLLIER Property Identification No_ 00229880001 i\genda Item No. 15E 1 0 December 16. 2008 Page 9 of'15 environmental and soil testing results commissioned by Purchaser with respect to the Property. 5.03 Purchaser and its agents, employees and senvants shall, at their own risk and expense, have the right to go upon the Property for the purpose of sunveying and conducting site analyses, soil borings and all other necessary investigation. Purchaser shall, in performing such tests, use due care. Seller shall be notified by Purchaser no less than twenty-four (24) hours prior to said inspection of the Property. VI. INSPECTION 6.01 Seller acknowledges that the Purchaser, or ils 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, inciuding the right to seek specific performance of this Agreement. 9.02 If the Purchaser has not terminated this Agreement pursuant to any of the provlsions 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, Seiler shall have the right to terminate and cancel this Agreement by giving written notice thereof to Purchaser, whereupon one-half percent (1/2%) 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 nave full right and authority to enter into and to execute this Agreement and to undertake all actions and to perform all tasks 4 ,'C."___ . CONSERVATION COLLIER property Identification No_ 00229880001 [\genda ILsm I'JO. 16E':O December 16, 2008 P3;]e10of15 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, jf necessary. 10.013 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, 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 ::onsent 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 iaws 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 grou nd 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 Seller has no knowledge that the Property and Seller's operations concerning the Property are in violation of any applicable Federal, Slate or local statute, Jawor 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, aiterations 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. s . CONSERVATION COLLIER Property Identification No. 00229880001 Agenda Item No. 16E 1 0 December 16, 2008 Page 11 of 15 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, leasing, employment, senvice 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 moratoriums, administrative or other proceedings or governmental investigations or requirements, formal or informal, existing or pending or threatened which affects the Property or which adversely affects Seller's ability to perform hereunder; nor is there any other charge or expense upon or related to the Property which has not been disclosed to Purchaser in writing prior to the effective date of this Agreement. 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 condrtion 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 the foregoing representations as of the Date of Closing, which provisions shall sunvive 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 sunvive Closing and are not deemed satisfied by conveyance of title. 10.024 Any loss and/or damage to the Property between the date of this Agreement and the date of Closing shall be Selier'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: 6 1 ~, . CONSERVATION COLLIER Property Identification No 00229880001 J;,genda :tem !\la. 16E 1 rJ December 16, 2008 Page 12 of 15 If to Purchaser: Alexandra Sulecki, Coordinator Consenvation Collier Land Acquisition Program Collier County Facilities Department 3301 Tamiami Trail East Naples, Florida 34112 With a copy to: Cindy M. Erb, SRIWA, Senior Property Acquisition Specialist Collier County Real Property Management Administration Building 3301 Tamiami Trail East Naples, Florida 34112 Telephone number: 239-252-8991 Fax number: 239-252-8876 lIto Seller: Bernard D. Schaab 2385 Manchester Lane Avon Lake, OH 44011-1670 Telephone number 440-937-4247 Fax number: 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 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 terrns 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 10 this Agreement shall be binding upon Purchaser and Seiler 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 {rle context or the use ihereof may require. 7 , .Agenda Item No. 16E10 December 16, 2008 Page13of15 . CONSERVATION COLLIER Property Identification No_ 00229880001 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 Collier 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, Florida Statutes, under oath, of the name and address of eveny 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.) 1310 This Agreement is governed and construed in accordance with the laws of the State of Florida. XIV. ENTIRE AGREEMENT 1401 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 bein9 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 Clerk TOM HENNING, Chairman 8 . ",,-, . CONSERVATION COLLIER Property Identification No. 00229880001 AS TO SELLER: DATED: WITNESSES: (Signature} ~'-\Dt....."",,"", (Printed Name) \ [#,!/JlA\P lJi'YYI a.g ( ature) ::100.(/7 M D2 m (0 ~ (Printed Name) Approved as to form and legal sufficiency: ~(')J?:& Jenn r A. Belped~ Assistant County Attorney ~ Agenda Item No. 16E 1 0 December 16, 2008 Page 14 of 15 dLJU? BERNARD D. SCHAAB , . CONSERVATION COLLIER Property Identification No. 00229880001 Ag8nda Item No. 16E 1 0 December 16, 2008 Page 15 of 1 5 EXHIBIT "A" PROPERTY IDENTIFICATION NUMBER: 00229880001 LEGAL DESCRIPTION: EAST HALF (E1/2) OF THE SOUTH HALF (S1/2) OF THE NORTHWEST QUARTER (NW1/4) OF THE SOUTHWEST QUARTER (SW1/4) OF THE SOUTHWEST QUARTER (SW1/4) OF SECTION 32, TOWNSHIP 48 SOUTH, RANGE 29 EAST, COLLIER COUNTY, FLORIDA, COMPRISING OF 2 1/2 ACRES, MORE OR LESS, LESS 30 FEET IN THE EAST PORTION, RESERVED FOR ROAD PURPOSES. 10 T-'~'-