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Resolution 2001-433 RESOLUTION NO. 2001. ..ilL 16C7 RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, AUTHORIZING ITS CHAIRMAN TO EXECUTE AN AGREEMENT BETWEEN COLLIER COUNTY, A POLITICAL SUBDIVISION OF THE STATE OF FLORIDA AND THE DISTRICT SCHOOL BOARD OF COLLIER COUNTY FOR THE STATUTORY EXCHANGE OF PROPERTY ENABLING THE COUNTY TO CONSTRUCT THE FUTURE V ANDERBIL T BEACH ROAD EXTENSION AND PROVIDE FOR UTILITY INFRASTRUCTURE. WHEREAS, on July 30, 2001 Collier County, a political subdivision of the State of Florida (herein- after referred to as the "County") and The District School Board of Collier County (hereinafter referred to as the "School Board") conjunctively purchased a parcel of land, consisting of 229 acres, approved by the Collier County Board of Commissioners on June 26, 200 I, Agenda Item 10 (D), to be utilized for a future County park site (128.9 acres), hereinafter referred to as "County Lands", and a future school site (100 acres), hereinafter referred to as "School Lands"; and WHEREAS, the staff of the County and representatives of the School Board have negotiated a written Agreement for the exchange of 6.53 acres to be utilized for the construction of future Vanderbilt Beach Road Extension and provide for the installation of well sites and pipelines to accommodate increased demands for water in the area, and WHEREAS, in accordance with Section 125.37, Florida Statutes, this proposed exchange of lands has been properly advertised two (2) times in the Naples Daily News, a newspaper of general circulation in Collier County; and WHEREAS, the Board of County Commissioners of Collier County (County), based on the facts and recommendations from Staff, now finds that the County's fee interest in a portion of County Lands, is intended therein to be conveyed by the County and is no longer needed or required by the County for a County purpose, and that the conveyance of same to the School Board would be in the best interest of the County, provided the County received from the School Board fee title to a portion of School Lands, as similarly described in the Agreement which shall be used by the County to construct future Vanderbilt Beach Road Extension and provide for utility infrastructure. WHEREAS, by this Resolution the Board of County Commissioners desires to authorize its Chairman to execute the Agreement, attached hereto, and take such other action needed to complete the subject property exchange. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, that: 1. The foregoing WHEREAS Clauses are adopted and incorporated herein as if fully restated; 2. The Board of County Commissioners of Collier County, Florida, hereby directs and authorizes its Chairman, on behalf of this Board, to execute the Agreement, attached hereto, hereby approves the exchange of property described therein and any acts needed to convey and accept the Lands, so as to enable the future construction of Vanderbilt Beach Road Extension and provide for future utility infrastructure. 3. This Resolution shall take effect immediately upon adoption. ADOPTED this ~ day of '7J~, 2001 after motion, favoring adoption. .......Atult H to Chlif"lllll" A~-r.:?'i.;:..:sigll'twe .1,. PWIGmJ~:''''BRQCK, Clerk t:~ ...\...~ .~;.~',,:'._ ~.~ ", ~:."'. ~.y:"'~~Ja~ '" :.......<~.:-. " Deputy Clerk Appto~.q;flS'f~form and IM::C:~~ Ellen T. Chadwell Assistant County Attorney second and majority vote BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA By: 16C7 REAL ESTATE EXCHANGE AGREEMENT THIS REAL ESTATE EXCHANGE AGREEMENT (the "Agreement") is made this /,,J~C day of ~7~ o-~. ,2001 by and between THE DISTRICT SCHOOL BOARD OF COLLIER COUNTY~ ~LORIDA (the "School Board"), and THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA (the "County"). WlTNESSETH THAT: WHEREAS, the School Board is the owner of certain real property located in Collier County, Florida and more particularly described on Exhibit "A" attached hereto and made a part hereof (the "School Board Property"); and WHEREAS, the County is the owner of that certain real property also in Collier County, Florida and more particularly described on Exhibit "B" attached to this Agreement (the "County Property"); and WHEREAS, the School Board desires to exchange the School Board Property for the County Property and the County desires to exchange the County Property for the School Board Property according to the terms and conditions hereinai~er set forth in this Agreement. NOW, THEREFORE, in consideration of the foregoing and of the mutual promises, representations and undertakings of the parties set forth herein, the adequacy and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1. RECITALS: The above recitals are true and correct and incorporated herein by this reference. 2. EXCHANGE. The School Board agrees to convey the School Board Property to the County and, in exchange, the County agrees to convey the County Property to the School Board. 3. EXCHANGE VALUES. For the purposes of this exchange, and for the computation of title insurance premiums, the value of the County Property and the value of the School Board Property shall each be $112,969.00 (which total equals 6.53 acres multiplied by $17,300 per acre). 4. TITLE OF THE SCHOOL BOARD PROPERTY. (a) The County may elect to obtain and correspondingly pay at Closing the cost of a title search on the School Board Property and the owner's title insurance premium at the minimum rate promulgated by the insurance commissioner of the State of Florida for issuance of an owner's title insurance policy to be issued as described below. If the County elects to obtain an Owner's Title Insurance Commitment (the "County Commitment"), the County Commitment shall (i) have appended thereto legible tree copies of any and all documents referenced as exceptions to tire in Schedule B-II thereof ("County Exception Documents"), (ii) show and evidence that title to the School Board Property is currently in the name of the School Board, and (iii) show and evidence that title is good, marketable and insurable, subject only to the permitted exceptions listed below in Section 4(b). If the County elects to obtain a title commitment, the County Commitment shall be obtained by the County within twenty (20) days after the Effective Date. (b) The School Board Property shall be sold, and good and marketable title is to be conveyed, subject to the following permitted exceptions: (1) Real estate taxes and assessments for the year of closing and subsequent years, for which a bill has not been rendered as of the Closing Date (as described in Section 8). (2) Any title encumbrances or exceptions which are set forth in the County Commitment, or in the County Survey described in Section 4(c) of this Agreement, to which the County does not object within the respective applicable review period. (c) Within twenty (20) days from the Effective Date, the County, at its own expense, may obtain an up-to-date survey of the School Board Property prepared by a State of Florida licensed surveyor (the "County Survey") certified to the County, the Title Company, and to any lending institution the County may designate. If the County Survey reveals any easements or encroachments affecting the School Board Property and the County delivers written notice of the same to the School Board within thirty (30) days from the Effective Date (the "County Survey Review Period") then said easement or encroachment shall be treated as a defect in title and the provisions of Section 4(d) of this Agreement shall apply. Unless the County delivers written notice of any such easement or encroachment within the County Survey Review Period, time being of the essence, it shall be conclusively deemed that the County has accepted the School Board Property subject to any easements or encroachments affecting the School Board Property. (d) If the County Commitment or County Survey shall reflect that the School Board's tire is subject to matters, which are not acceptable to the County, in the County's sole discretion, and the County shall notify the School Board of the County's objections to the same in writing within the later of thirty (30) days from and after the Effective Date ("County Title Review Period"), time being of the essence, the same shall be treated as defect(s) in tire. Unless the County delivers written notice to the School Board of the County's objections to title within the County Title Review Period, time being of the essence, it shall be conclusively deemed that the County has accepted tire to the School Board Property in its then existing condition. The School Board shall have thirty (30) days from and after receipt of the County's objections to cure any defect(s) in the School Board's title and the School Board agrees that School Board shall use due diligence in curing any such defect(s). If the School Board does not cure the title defect(s) within said thirty (30) day period, the County shall have the option of either: (i) closing this transaction in accordance with the terms and provisions hereof and accepting title in its then existing condition; or (ii) terminating this transaction upon notice to the School Board, within fifteen (! 5) days after expiration of said thirty (30) day period, whereupon the School Board and the County shall be released from any and all further obligations and liabilities arising under or out of this Agreement. If the County shall fail to terminate this Agreement by giving notice of the same to the School Board within fifteen (15) days from and after the expiration of said thirty (30) day period, time being of the essence, then it shall be deemed that the County has accepted tire in its then existing condition and the County shall proceed to close this transaction in accordance with the terms and conditions hereof. 5. TITLE OF TIlE COUNTY PROPERTY. (a) The School Board shall pay at Closing the cost of a title search on the County Property and the owner's title insurance premium at the minimum rate promulgated by the insurance commissioner of the State of Florida for issuance of an owner's title insurance policy to be issued as described below. The Owner's Tire Insurance Commitment (the "School Board Commitment") shall be issued by Attorneys' Title Insurance Fund, Inc., Orlando, Florida through ROETZEL & ANDRESS (the 2 16C7 ' "Title Company"). The School Board Commitment shall be furnished by the Title Company to the School Board within twenty (20) days after the Effective Date. The School Board Commitment shall (i) have appended thereto legible tree copies of any and all documents referenced as exceptions to rifle in Schedule B-II thereof ("School Board Exception Documents"), (ii) show and evidence that title to the County Property is currently in the name of the County, and (iii) show and evidence that title is good, marketable and insurable, subject only to the permitted exceptions listed below in Section 5(b). (b) The County Property shall be sold, and good and marketable title is to be conveyed, subject to the following permitted exceptions: (1) Real estate taxes and assessments for the year of closing and subsequent years, for which a bill has not been rendered as of the Closing Date (as described in Section 8). (2) Any title encumbrances or exceptions which are set forth in the School Board Commitment, or in the School Board Survey described in Section 5(c) of this Agreement, to which the School Board does not object within the respective applicable review period. (c) Within twenty (20) days from the Effective Date, the School Board, at its own expense, may obtain an up-to-date survey of the County Property prepared by a State of Florida licensed surveyor (the "School Board Survey") certified to the School Board, the Tire Company, and to any lending institution the School Board may designate. If the School Board Survey reveals any easements or encroachments affecting the County Property and the School Board delivers written notice of the same to the County within thirty (30) days from the Effective Date (the "School Board Survey Review Period") then said easement or encroachment shall be treated as a defect in title and the provisions of Section 4(d) of this Agreement shall apply. Unless the School Board delivers written notice of any such easement or encroachment within the School Board Survey Review Period, time being of the essence, it shall be conclusively deemed that the School Board has accepted the County Property subject to any easements or encroachments affecting the County Property. (d) If the School Board Commitment or School Board Survey shall reflect that the County's title is subject to matters, which are not acceptable to the School Board, in the School Board's sole discretion, and the School Board shall notify the County of the School Board's objections to the same in writing within the later of thirty (30) days from and after the Effective Date ("School Board Tire Review Period"), time being of the essence, the same shall be treated as defect(s) in title. Unless the School Board delivers written notice to the County of the School Board's objections to title within the School Board Title Review Period, time being of the essence, it shall be conclusively deemed that the School Board has accepted title to the County Property in its then existing condition. The County shall have thirty (30) days from and after receipt of the School Board's objections to cure any defect(s) in the County's title and the County agrees that the County shall use due diligence in curing any such defect(s). If the County does not cure the title defect(s) within said thirty (30) day period, the School Board shall have the option of either: (i) closing this transaction in accordance with the terms and provisions hereof and accepting tire in its then existing condition; or (ii) terminating this transaction upon notice to the County, within fifteen (15) days after expiration of said thirty (30) day period, whereupon the School Board and the County shall be released from any and all further obligations and liabilities arising under or out of this Agreement. If the School Board shall fail to terminate this Agreement by giving notice of the same to the County within fifteen (15) days from and after the expiration of said thirty (30) day period, time being of the essence, then it shall be deemed that the School Board has accepted title in its then existing condition and the School Board shall proceed to close this transaction in accordance with the terms and conditions hereof. 3 16C7 6. CONDITIONS PRECEDENT TO THE SCHOOL BOARD'S OBLIGATION TO CLOSE. The School Board's obligation to consummate the transactions contemplated hereunder is conditioned upon the District School Board of Collier County approving this Agreement on or before December 6, 2001. 7. CONDITIONS PRECEDENT TO THE COUNTY'S OBLIGATION TO CLOSE The County's obligation to consummate the transactions contemplated hereunder is conditioned upon the Board of County Commissioners of Collier County approving this Agreement on or before November 13, 2001. 8. CLOSING AND CLOSING DATE. The transactions described herein shall be "closed" and titles to the properties shall be conveyed by delivery of a fully executed Deed (as defined below in Section 9) and other closing documents, including, without limitation, those described below in Section 9, (referred to herein as the "Closing") at 10 o'clock a.m. on the Closing Date (as hereinafter defined) at the offices of ROETZEL & ANDRESS, 850 Park Shore Drive, Suite 300, Naples, Florida 34103, or at such other place which thc School Board and the County shall mutually agree upon in writing. The date of Closing, as to which time shall be of the essence, shall be on or before sixty (60) days after the Effective Date (the "Closing Date") unless otherwise modified or extended pursuant to the provisions of this Agreement or mutually agreed upon in writing between the School Board and the County. 9. CLOSING DOCUMENTATION. At Closing, each party shall deliver to the other party the following: (a) The School Board shall deliver a good and sufficient special warranty deed and the County shall deliver a statutory deed as prescribed by s.125.411, Fla. Stat.; (b) An owner's gap, mechanics' lien, and "non-foreign" affidavit; and (c) Possession of the applicable property. 10. CLOSING EXPENSES. At Closing, each party shall pay for its title insurance premium and recording fees for the property the party is conveying. Each party shall pay for its own attorney's fees incurred in connection with the closing. 11. BROKER'S COMMISSION. The parties warrant and represent that they have not employed nor utilized the services of any real estate broker in connection with he negotiation of the transaction contemplated in this Agreement. If any broker, other than as provided below, shall claim compensation against either party by reason of the alleged representation of the other party, the party whom such broker purports to have represented shall hold the other party harmless from, and defend such other party against, any such claim for compensation. This paragraph shall survive the closing or any termination of this contract. 12. NOTICES. Any notice, request, demand, instruction or other communication to be given to any party hereunder shall be in writing and either hand delivered, delivered by overnight courier or telecopier or facsimile transmission, or sent by registered, or certified mail, return receipt requested, postage prepaid, addressed as follows: 16C7 If to Collier County: Hope Brack Real Property Management Department Administration Building 3301 Tamiami Trail East Naples, Florida 34112 With a copy to: Ellen T. Chadwell, Esq. Assistant County Attorney Harmon Turner Building 3301 Tamiami Trail East Naples, Florida 34112 If to School Board: District School Board of Collier County 3710 Estey Avenue Naples, Florida 34104 Attn: Mr. James H. Simms Phone: (941) 436-6450 Facsimile: (941) 436-6531 With a copy to: ROETZEL & ANDRESS, L.P.A. 850 Park Shore Drive Naples, Florida 34103 Attn: Gregory L. Urbancic, Esq. Phone: (941) 649-6200 Facsimile: (941) 261-3659 Any notice demand, request or other communication shall be deemed to be given upon actual receipt in the case of hand delivery, facsimile or telecopier transmission, or delivery by overnight courier, or four (4) business days atter depositing the same in a letter box or by other means placed within the possession of the United States Postal Service, properly addressed to the party in accordance with the foregoing and with the proper amount of postage affixed thereto. In the event of any notice via telecopier or facsimile transmission, a hard copy shall be sent via certified mail, retum receipt requested on the day of such transmission. Any such transmission received after 5:00 p.m. Eastem Standard Time (or Daylight Savings Time, whichever then applicable) shall be deemed to have been given on the next following business day. For purposes of delivering and receiving any notices, demands, requests or other communications under this Contract, the attomeys for Purchaser may directly contact Seller and the attomeys for Seller may directly contact Purchaser. The respective attomeys for both Seller and Purchaser are hereby expressly authorized to give any notice, demand, request or to make any other communication pursuant to the terms of this Contract on behalf of their respective clients. The addressees and addresses 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. 13. CAPTIONS. The captions in this Agreement are inserted only for the purpose of convenient reference and in no way define, limit, or prescribe the scope or intent of this Agreement or any part hereof. 16C7 14. CONSTRUCTION. No provision of this Agreement shall be construed by any court or other judicial authority against any party hereto by reason of such party's being deemed to have drafted or structured such provision, it being recognized that both parties have contributed to the drafting of this Agreement. 15. ORIGINAL DOCUMENT. This Agreement may be executed by both parties in counterparts, each of which shall be deemed an original, but all of such counterparts taken together shall constitute one and the same Agreement. 16. GOVERNING LAW. This Agreement shall be construed, and the rights and obligations of the parties hereunder shall be determined, in accordance with the laws of the State of Florida. Venue for any disputes concerning this Agreement shall be Collier County, Florida. 17. NON-MERGER. Any provision hereof which by its terms would be performed after the Closing Date shall survive the closing and shall not merge in the closing or in the deeds, except as specifically provided to the contrary herein. 18. DEFAULT. In the event that a party defaults hereunder, the non-defaulting party shall be entitled to all remedies in law or in equity against the defaulting party. 19. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties hereto with respect to the exchange of the properties and supersedes all prior understandings, if any, there being no other oral or written promises, conditions, representations, understandings or terms of any kind as conditions or inducements to the execution hereof and none have been relied upon by either party. Any subsequent conditions, representations, warranties, or agreements shall not be valid and binding upon the parties unless in writing and signed by both parties. 20. AMENDMENTS. This Agreement may not be changed, modified or terminated, except by an instrument executed by the parties hereto. 21. EFFECTIVE DATE. The Effective Date of this Agreement shall be the date on which the last party to execute this Agreement does so. IN WITNESS WI-IEREOF, the parties have hereunto set their hands as of the Effective Date. SIGNED AND ACKNOWLEDGED IN THE DISTRICT SCHOOL BOARD OF THE PRESENCE OF: COLLIER COUNTY, FLORIDA ( ~-r~4x~ L.,t,~n~a. T3 James H. Simms, Associate ~~~. Superintendent/Operations~ ~6~ (P~Name: t q~l/l(~a P~ ) Date: ~'~' 6 1607 '~ ' BOARD OF COUNTY COMMISSIONERS ..~.:.~ ............ .~. ~ OF COLLIER CO :- AT~.EST:, ,.~ _~! By: ,.. . ~ ,~b~ ~ Ja , Ph.D., C~ D~i~tE,.~ B~m~ Clerk Approved as to fo~ ~d legal suffici~cy: Ell~ T. Chadwell Assistant Co~ A~omey 358336_4