Agenda 05/26/2020 Item #16F 4 (HHH Purchase Agreement)05/26/2020
EXECUTIVE SUMMARY
Recommendation to approve an Agreement for Sale and Purchase to acquire 967 +/- acres located
three miles east of Collier Boulevard and directly north of Alligator Alley known as the HHH
Ranch owned by Francis and Mary Hussey, et al and authorize necessary budget amendments. The
total cost for this transaction will not exceed $10,030,025.
OBJECTIVE: To acquire 967 +/- acres for potential future public uses such as realignment of
Wilson/Benefield Road to reduce the environmental impact of the future roadway, workforce housing,
passive recreation, essential services, aggregate mining, source for road material and fill for future
projects for Collier County, and mitigation.
CONSIDERATIONS: On May 12, 2020, Agenda Item the Board approved the purchase price at $10
Million Dollars for the property. The Board directed staff to negotiate the terms and submit the
Agreement for Sale and Purchase (Agreement) for action at a subsequent meeting. Staff met with the
seller's representative and requested a bifurcated deposit period and extended closing date. The Seller
agreed with the understanding that the closing must take place before the end of the calendar year.
The terms of the Agreement are as follows:
• Purchase Price $10 Million;
• Initial deposit of $100,000 to be paid within two weeks of Board execution of the Agreement;
• Second deposit of $900,000 to be paid at the end of the 120-day due diligence period and total
deposit become non-refundable;
• Closing to be held on or before December 18, 2020.
The property, as depicted on the attached Location Map, is comprised of 967 +/- acres with 583 +/- acres
designated as RFMUD Receiving Lands and 384 +/- acres designed as RFMUD Sending Lands.
Appraisals were obtained in accordance with Section 2, Subsection 4 of Ordinance No. 2007-28.
Appraisal updates were obtained establishing the valuation for the properties. The first appraisal update is
dated April 13, 2020 by Carlson Norris & Associates and valued the property at $8,200,000. The second
appraisal update is dated April 2, 2020 by Maxwell Hendry Simmons, Real Estate Appraisers &
Consultants and valued the property at $8,900,000. Collier County's in-house Sr. Real Estate Appraiser
prepared an appraisal report review and determined the average value of both appraisals is $8,550,000 for
the properties.
The Agreement for Sale and Purchase has been reviewed and approved by the County Attorney’s Office.
FISCAL IMPACT: The total cost of the acquisition should not exceed $10,030,025 ($10,000,000 for
the purchase price and $30,025. for a title commitment, title policy, closing costs and recording of the
documents).
The variety of potential end land uses for this site and the multiple funding sources which could be used
to eventually pay down debt service lend itself to a competitive taxable bank loan like the instrument used
to purchase the Golden Gate Golf Course. The flexibility of a taxable instrument which has no spend
down limitations and no use restrictions coupled with the very small interest rate premium over a tax
exempt financing is very appealing for this acquisition.
With a closing scheduled for December 2020, the market will likely be much more receptive to municipal
16.F.4
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05/26/2020
credit when the County accesses the market in 120 days or so. Also, the general governmental revenue
impact stemming from a complete economic shutdown due to COVID 19 will be clearer aiding in debt
planning.
The taxable competitive bank loan in the maximum amount not exceeding $10,000,000 will be structured
with repayment over seven (7) years at a planning interest rate of three (3) percent. Most likely the market
will be competitive at the time of placement and the County will benefit from a much lower interest rate.
Maximum annual debt service under the planning scenario will be $1.6 million with the ability to pre-pay.
Budget amendments will be necessary to fund the deposit requirements contained within the transaction
term sheet which are the initial $100,000 deposit after Board approval and a $900,000 payment upon
conclusion of the due diligence period. Any dollars taken from existing FY 2020 budget will be
reimbursed from loan proceeds. Further budget amendments will be required to account for and distribute
the $10,000,000 loan proceeds.
LEGAL CONSIDERATIONS: Section 125.355, Florida Statutes requires that if the agreed price of
property to be purchased by the County exceeds the average appraised price of the two appraisals, the
Board is required to approve the purchase by an extraordinary vote. As such, this item is approved for
form and legality. -JAB
GROWTH MANAGEMENT IMPACT: There is no impact to the Growth Management Plan.
RECOMMENDATION: That the Board:
1. Approve the attached Agreement for Sale and Purchase.
2. Authorize the Chairman to execute the Agreement and any additional closing documents, and
accept the Warranty Deed, once approved by the County Attorney’s Office.
3. Authorize staff to prepare related vouchers and backup warrants for payment.
4. Authorize necessary budget amendments.
5. Direct the County Manager or his designee to proceed to acquire the Property and to follow all
appropriate closing procedures, to acquire and obtain clear title to the Property, and to record any
and all necessary documents (once approved by the County Attorney’s Office) in the Public
Records of Collier County, Florida.
Prepared By: Toni A. Mott, Manager, Facilities Management Division
ATTACHMENT(S)
1. Agreement for Sale and Purchase - Final r1 (PDF)
2. Location Map (DOCX)
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05/26/2020
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.F.4
Doc ID: 12424
Item Summary: Recommendation to approve an Agreement for Sale and Purchase to acquire 967
+/- acres located three miles east of Collier Boulevard and directly north of Alligator Alley known as the
HHH Ranch owned by Francis and Mary Hussey, et al and authorize necessary budget amendments. The
total cost for this transaction will not exceed $10,030,025.
Meeting Date: 05/26/2020
Prepared by:
Title: Manager - Property Acquisition & Const M – Facilities Management
Name: Toni Mott
05/18/2020 4:21 PM
Submitted by:
Title: Director - Facilities Management – Facilities Management
Name: Damon Grant
05/18/2020 4:21 PM
Approved By:
Review:
Facilities Management Damon Grant Director - Facilities Completed 05/19/2020 8:34 AM
County Attorney's Office Jennifer Belpedio Level 2 Attorney of Record Review Completed 05/19/2020 11:34 AM
Office of Management and Budget Debra Windsor Level 3 OMB Gatekeeper Review Completed 05/19/2020 12:02 PM
Budget and Management Office Mark Isackson Additional Reviewer Completed 05/19/2020 12:35 PM
County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 05/19/2020 1:06 PM
County Manager's Office Nick Casalanguida Level 4 County Manager Review Completed 05/19/2020 3:15 PM
Board of County Commissioners MaryJo Brock Meeting Pending 05/26/2020 9:00 AM
16.F.4
Packet Pg. 1254
PrOleCt: HHH Ranch
Follo: 00341960003,00342040003,00328560002,00331320006,
00328640003,00330480002,00330840008,00329240004,
00329760005
STANDARD FORMAGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT ls made and entered lnto by and between FRANCIS D.HUSSEY,JR.
and MARY PAT HUSSEY,husband and wife,and SEAN MEADE HUSSEY,TRUSTEE,and
HHH INVESTMENTS L:MITED PARTNERSHIP,a foreign iimited partnership whose malling
address is 1350 Spyglass Lane, Naplesi FL 34102 hereinafter co∥ectively referred to as
("Seller"):and collier County,a polilcal subdlvision of the State of Florlda,whose malling
address is 3335丁 amiarTni Trall East,Suite 1 01,Naples,FL 34112(hereinafter referred to as
“Purchaser).
WiTNESSETH
WHEREASi Se∥er ls the owner of those certaln parcels of real property, located in Co∥er
County, state of Florida, and being more particularly described in Exhibit “A"(hereinafter
referred to as the“Property"),attaChed hereto and made a pan hereOf by reference.
WHEREAS,Purchaser is desirous of purchasing the Property,subieCt tO the condittons and
other agreements hereinafter set forth, and Se∥er is agreeable to such sale and to such
conditions and agreements.
NC)VV, THEREFORE)and for and in consideralon of the premises and the respective
undertakings of the parties herelnafter set forth and the sum of Ten Dollars($10.00),the
receipt and sufficiency of which is hereby acknowledged,itis agreed as fo∥ows:
|. AGREEMENT
l.01 1n conslderation of the purchase price and upon the terrns and conditions
hereinafter set forthi Se∥er sha∥ se∥to Purchaser and Purchaser sha∥ purchase from
Se∥er the Property,described in Exhlbiti'A".
∥.PAYMEN丁 OF PURCHASE PRICE
2.01 The purchase price (the "Purchase Price") for the Property shall be TEN MILLION
DOLLARS ($10,000,000.XU.S. Currency) payable by Purchaser to Seller. Within fou(een
(14) days after execution of the Agreement, Purchaser shall pay to John G Vega, PA
("Escrow Agent"), a deposit in the amount of ONE HUNDRED THOUSAND DOLLARS
($100,000.) hereinafter referred to as ("lnitial Deposit"). At the end of the one hundred
twenty-day due diligence period (120), if Purchaser has not elected to terminate this
Agreement, Purchaser shall pay to Escrow Agent an additional sum of NINE HUNDRED
THOUSAND DOLLARS ($900,000), hereinafter referred to as ("Second Deposit") so that
the total deposit equals ONE MILLION, DOLLARS ($1,000,000) and shall be non-
○
16.F.4.a
Packet Pg. 1255 Attachment: Agreement for Sale and Purchase - Final r1 (12424 : HHH Ranch)
refundable except for Se∥er's default,The lnitial Deposlt and the Second DepOsit sha∥
co∥ectively be referred to as the “Earnest Money." The balance, after credit of the
Earnest lИ oney and any proratlons and adjustrnents,sha∥be pald by Pu「chaserto Se∥er
at closln9 of this transactlon.
III.CLOSING
3.01 The Closing(THE"CLOSING DAT圧 ","DATE OF CLOSING",OR"CLOSiNG")of the
transaction sha∥ be held on or before December 17,2020)unless extended by mutual
written agreement of the partles hereto. The Closing sha∥be held atthe Co∥ier County
Attorney's offlce,Adrlainistration Bu∥dlng, 3299 Tamlarni Trall East, Suite 800, Naples,
Florida. The procedure to be fo∥owed by the partles ln connection wlth the Closing sha∥
be as follows:
3.01l Seller sha∥ convey a title free of any liens, encurYlbrancesi exceptions, or
qualiflcations except as ∥sted below. At the Closing, the Se∥er sha∥ cause to be
dellvered to the Purchaser the ltems specified hereln and the fo∥ovving documents
and instruments duly executed and acknowledged,in recordable fbrrn:
3.011l Warranty Deed in favor of Purchaser conveying tltle to the Property,
free and clear of a∥|lens and encumbrances otherthan:
(a)丁 he lien for currenttaxes and assessments,
(b)Easements,restrlclons and conditions of record.
(d) O∥1 9asi mineral, and sulphur reservations of record not othen″ise
possessed by Se∥er.
(d)Seller does not warrantlegal access to the Propeny,
3.0112 Combined Purchaser―Se∥er closing statement.
3.0113A“Gap,"丁 ax Proration,Owners and Non―Foreign Affidavltr as required
by Section 1445 of the lnternal Revenue Code and as required by the title
insurance underwriter ln order to lnsure the iigap" and issue the po∥cy
contemplated by the title insurance cornrnltment.
3.0114 A VV-9 Forrn,"Request for Taxpayer ldentiflcation and Certlfication"as
required by the lnternal Revenue Service,
3.01 2 Atthe Closing,the Purchaser,or its asslgnee,sha∥cause to be
de∥vered to the Se∥erthe fo∥o、υlng:
3.0121 A wlre transfer in an amount equal to the Purchase Pttce,subieCt tO
adiuStment for prora∥ons as set forth hereln and as stated on the closing
statement. No funds sha∥ be disbursed to Se∥er until the ttitle Company
verifies that the state of the tltle to the Property has not changed adversely
since the date of the last endorsement to the corvamitment, referenced in2
〇
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Packet Pg. 1256 Attachment: Agreement for Sale and Purchase - Final r1 (12424 : HHH Ranch)
Sectlon 4.01l thereto,and the Title Company is lrrevocably conlmitted to pay
the Purchase Prlce to Se∥er and to issue the Owner's title po∥cy to Purchaser
in accordance、〃ith the corllrlnitmentlrnmediately after the recording ofthe deed.
3,02 Each party sha∥be responsible for payment ofits own attorney:s fees. Se∥er,at its
sole cost and expense,sha∥pay at(〕loslng a∥documentary stamp taxes due relating lo
the recording ofthe Warranty Deed,in accordance、″ith Chapter 201.01,.Florida Statutes,
and the cost of recording any lnstruments necessary to clear Se∥eris title to thσ Property.
The cost of the Owners Forrln B Title Po∥cy, issued by John G.Vega, P.A.pursuant to
the CornFnitment provided for in Section 4.01l below,sha∥be pald by Purchaser. 丁he
cost of the tltle cornrllitment sha∥also be pald by Purchaser.
3.03 Purchaser sha∥ pay for the cost of recording the Warranty Deed Real Property
taxes sha∥ be prorated based on the current yearis tax with due a∥owance made for
maximurYl a∥owable discount,homestead and any other applicable exemptions and paid
by Se∥er. lf(〕losing occurs at a date whlch the current year's millage ls not fixed,taxes
w∥l be prorated based upon such prior year's rrlillage.
IVo REQUIREMENttS AND CONDITIONS
4.01 Upon execution of thls Agreement by both parties or at such other tirne as specified
within this Article, Purchaser and′or Se∥er, as the case may be, sha∥ perforrn the
fo∥oⅥ′lng within the tlrnes stated,which sha∥be conditions precedent to the Closingi
4.01 l Vrithin thirty(30)dayS after the date hereof,Se∥er shall dellver to Purchaser
as evldence of IJe an ALTA Comrnitment for an Owners TIle lnsurance Policy
(ALTA Form B-1970)covenng the Property, together with hard copies of a∥
exceplons shown thereon, Purchaser sha∥have ten(10)days,fO∥Owing receipt of
the JJe insurance commitment,to notify sellerin wtttlng of any obiectiOn tO t社 le other
than llens evidencing rnonetary obligations,if any,which obllgations sha∥be paid at
closlng,lf the title cornrnitment contalns exceptions that rnake the title unmarketable,
Purchaser sha∥ de∥ver to the Se∥er written notice of its lntention to waive the
applicable contingencies or to terminate this Agreement.
4.012 1f Pu「chaser sha∥fail to advlse the Se∥erin w「IJng of any such obieCJOns in
Se∥er's title ln the manner herein required by thls Agreement, the title sha∥ be
deemed acceptable, Upon notification of Purchaser's obleCtiOn to title, Se∥er sha∥
have l■een(15)days tO remedy any defects in orderto convey 9ood and marketable
litlel except for∥ens or rnonetary ob∥gatlons which vv∥l be satlsfied at(〕losing. Se∥er,
at its sole expense,sha∥use its best efforts to make such title good and marketable.
ln the event Seller is unable to cure sald ottect10ns within sald ttme period,
Purchaser,by provlding wtttten notice to Seller within seven(7)days ater expiration
of said l貴 een(15)day pettOd,may accept tltle as lt then is,waiving any obieCJOni or
Purchaser rnay terrrllnate the Agreement. A failure by Purchaser to give such、″ritten
notlce of terrrlination within the time period provlded herein sha∥ be deemed an
election by Purchaser to accept the exceptions to title as shown in the title
cornrnitment.
〇
16.F.4.a
Packet Pg. 1257 Attachment: Agreement for Sale and Purchase - Final r1 (12424 : HHH Ranch)
4.013 Purchaser sha∥have the option,atits own expense,to obtain a current suⅣey
of the Property prepared by a suⅣeyor licensed by the State of Florida. No
adluStrrlents to the Purchase Price sha∥be rnade based upon any change to the total
acreage referenced in Exhibit∥A",if any.
V、APPRAISAL PER10D
5.01 丁his provision was deleted as an in―house appraisal was obtained per the
guidelines set forth in Section ttwo(2)of Ordinance 2007…28.
VI.INSPECT10N PER10D
6.01 Purchaser sha∥have a one hundred twenty(120)day pettOd frorrl the date of this
Agreement,(the"lnspeclon Pe∥od・ ),10 have the Property evaluated.
6.02 1f Purchaser is not satisfied 、vith lts evaluation of the Property, for any reason
whatsoever, Purchaser shan de∥ver to Se∥er, prlor to the expiration of the lnspection
Period,written notice of its intention to waive the applicable contlngencles Or to terminate
this Agreement,if Purchaser falls to notry the sellerin wnting ofits specric Oblections as
provided hereln within the lnspection Period, it sha∥ be deemed that the Purchaser is
satisfled vvith the results of its evaluation and the contingencies of this Article V sha∥be
deemed waived ln the event Purchaser elects to termlnate this Agreement because of
this right, Purchaser shall de∥ver to Se∥er copies of a∥ englneering repotts and
environmental and soil testing results cornrnissioned by Purchaser with respect to the
Property.
6.03 Purchaser and its agents, employees and servants sha∥, at thel「 own risk and
expense, have the right to go upon the Property for the purpose of suⅣeying and
conducting site analyses,so∥ borings and a∥other necessary investigation, Purchaser
shall,in performing such tests,use due care and shallindemnify Seller on account of any
loss or damages occasloned thereby and agalnst any clalrFl made against Se∥er as a
result of Pu「chaser's entry, Se∥er sha∥be notifled by Purchaser no less than forty eight
(48)hourS priOr to said entry onto the Property and may have a representative attend,if
desired.For the purposes hereof,notice sha∥be given by e…rnall to Vり i∥iam Ro∥ins of LSI
Companies atthe followlng e―mail address:wrollins(olslCOmpanles.com.
V∥.INSPEC丁 10N
7.01 Seller acknowledges thatthe Purchaser,orits authorized agents,sha∥have the right
to inspectthe PЮ peny at any time p百 or to the Closing,sublect to the conditions set forth
above ln Section 6.03.
VIII.POSSESS!ON
8.01 Purchaser sha∥be entitled to possession ofthe Property at Ciosing.
IX.PRORAT10NS
〇
16.F.4.a
Packet Pg. 1258 Attachment: Agreement for Sale and Purchase - Final r1 (12424 : HHH Ranch)
9.01 Ad valorem taxes nexl due and payable, after closing on the Property, shall
prorated at Closing based upon the gross amount of 2019 taxes, and shall be paid
Seller.
X, TERMINATION AND REMEDIES
10.01 lf Seller shall have failed to perform any of the covenants and/or agreements
contained herein which are to be performed by Seller, within ten (10) days of written
notification of such failure, Purchaser may, at its optron, 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 io a contract vendee,
including the right to seek speciflc performance of this Agreement.
1002 lf the Purchaser has not terminated this Agreement pursuant to any of the
provisions authorizing such termination, and Purchaser fails to close the transaction
coniemplated 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, and
neither party shall have any further liability or obligation to the other except as set for in
paragraph 13.01 (Real Estate Brokers) hereof.
10.03 Should any litigation or other action be commenced between the parties
concerning the Property or this Agreement, the party prevailing in such litigation or other
action shall be entitled, in addition to such relief as may be granted, to a reasonable sum
for its attorney's fees, paralegal charges and all fees and costs for appellate proceedings
in such litigation or other action; which sum may be determined by the court or in a
separate action brought for that purpose.
10.04 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.
XI. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES
'1 1.01 Seller and Purchaser represent and warrant the following:
11.011 Seller and Purchaser have full right and authority to enter into and to execute
this Agreement and to undertake all aclions and to perform all tasks required of each
hereunder. Seller is not presently the subject of a pending, threatened or
contemplated bankruptcy proceeding.
1 1 .012 Seller has full right, power, and authority to own and operate the Property, and
to execute, deliver, and pedorm 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
@
16.F.4.a
Packet Pg. 1259 Attachment: Agreement for Sale and Purchase - Final r1 (12424 : HHH Ranch)
contemplated hereby. At Closing, certified copies of such approvals shall be
delivered to Purchaser and/or Seller, if necessary.
1 1 .01 3 The warranties set fodh in this Article shall be true on the date of this
Agreement and as of the date of Closing. Purchaser's acceptance of a deed to the
said Property shall not be deemed to be full performance and discharge of every
agreement and obligation on the part of the Seller to be performed pursuant to the
provisions of this Agreement.
11.014 To the best of Seller's knowledge, there are no 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.
11.015 To the best of Seller's knowledge, no party or person other than Purchaser
has any right or option to acquire the Property or any portion thereof.
1'1.016 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.
11.017 To the best of Seller's knowledge, there are no incinerators, septic tanks or
cesspools on the Property; all waste, if any, is discharged into a public sanitary sewer
system; Seller has no knowledge that any pollutants are or have been discharged
from the Property, directly or indirectly into any body of water. Seller has no
knowledge the Propefty 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 aulhority with respect thereto. Seller has no knowledge that there is
ground water contamination on the Property or potential of ground water
conlamination from neighboring properties. Seller has no knowledge of 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.
1 1 .018 To the best of Seller's knowledge, neither the Property nor Seller's operations
concerning the Property are in violation of any applicable Federal, State or local
statute, law or regulation, or of any notice from any governmental body has been
served upon Seller claiming any violation of any law, ordinance, code or regulation or
requiring or calling attention to the need for any work, repairs, construction,
alterations or installation on or in connection with the Property in order to comply with
any laws, ordinances, codes or regulation with which Seller has not complied.
5 ○
16.F.4.a
Packet Pg. 1260 Attachment: Agreement for Sale and Purchase - Final r1 (12424 : HHH Ranch)
1 1.019 To the best of Seller's knowledge, there are no unrecorded restrictions,
easements or rights of way (other than existing zoning regulations) that restrict or
affect the use of the Property, and there are no maintenance, construction,
advertising, management, leasing, employment, service or other contracts atfecting
the Property other than the Cattle Ranching Lease.
11.O2O f o the best of Seller's knowledge, there are no 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.
11.021 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
Properly 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
Propedy 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.
11.022 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 survive the Closing.
11.023 Seller represents, warrants and agrees to indemnify, reimburse, defend and
hold Purchaser harmless from any and all cosis (including attorney's fees) asserted
against, imposed on or incurred by Purchaser, directly or indirectly, pursuant to or in
connection with ihe application of any federal, state, local or common law relating to
pollution or protection of the environment which shall be in accordance wjth, 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.
11.024 Any loss and/or damage to the Property between the date of this Agreement
and the date of Closing shall be Seller's sole risk and expense.
〇
16.F.4.a
Packet Pg. 1261 Attachment: Agreement for Sale and Purchase - Final r1 (12424 : HHH Ranch)
X∥.NOTICES
12.01 Any notice, request, demand, instruction or other cornrnunication to be glven to
elther party hereunder sha∥ be ln writing, sent by registered, or certified mall, return
receipt requested,postage prepald,addressed as fo∥ows:
lf to Purchaseri Real Property Managernent Department
Admlnistra∥on Building
3335 Tamiami Trail East―Suite 101
NaplesI Florlda 341 1 2
With a copy to: Office ofthe County Attorney
Administration Building
3299 Tarniarni Trail East ― Suite 800
Naples,Florida 34112
1fto Se∥er: Francis D.Hussey,」r.and Mary Pat Hussey
Sean Meade Hussey,Trustee
HHH lnvestments Lirnited Parinership,forelgn limited partnership
1350 Spyglass Lane
Naples,FL 34102
With a copy to: 」Ohn G.Vega)PA
2666 Airport Road South
Naples,FL 34112
Phone:239-659-3251
E¨Mall:vegaofFice@gate.net
and
Randy Thibaut
LSI Companies
6810 1nternational Blvd,
Fort Myers,FL 33912
Phone:239-489-4066
E―Mall:威 hibaut@ISiCOmpanies,com
12.02 The addressees and addresses forthe purpose ofthis Article may be changed by
either party by giving written notice of such change lo the other party in the manner
provided herein.Forthe purpose of changing such addresses or addressees onlyl unless
and until such wrltten notice is received, the last addressee and respectlve address
stated herein sha∥be deemed to continue ln effectfor a∥purpOses,
XIII.REAL ESttAttE BROKERS
13.01 Any and a∥brokerage cornrrlissions or fees sha∥be the sole responsib∥ity of the
Se∥er. Se∥er sha∥lndemnify Purchaser and hold Purchaser harrYlleSS frorll and against
any clairn or liab∥lty for cornrnission or fees to any broker or any other person or party8
ジ
16.F.4.a
Packet Pg. 1262 Attachment: Agreement for Sale and Purchase - Final r1 (12424 : HHH Ranch)
claiming to have been engaged by Seller as a real estate broker, salesman
representative, in connection with this Agreement, Seller agrees to pay any and
commissions or fees at closing pursuant to the terms of a separate agreement, if any.
XiV.MISCELLANEOUS
14 01 This Agreement rnay be executed in any manner of counterparts which together
sha∥constitute the agreement ofthe parties.
14.02 This Agreement and the terrlls and provisions hereof sha∥ be effectlve as of the
date thls Agreementis executed by both parties and sha∥inure to the beneflt of and be
binding upon the parties hereto and thelr respective helrs, executors, personal
representatlves,successors,successor trustee,and assignees whenever the context so
requires or adrllits.
14,03 Any amendmentto this Agreement sha∥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 sha∥be binding upon Purchaser and Se∥er as soon as it
has been executed by both partles.
14.04 Captions and section headings contained ln this Agreement are for convenience
and reference only;in no、″ay do they deflner describe,extend or∥rnlt the scope or intent
ofthis Agreement or any provlsions hereof.
14.05 AIlterrns and words used ln this Agreement,regardless ofthe number and gender
ln whlch used,sha∥be deemed to lnclude any other gender or number as the context or
the use thereof rnay require.
14 06 No walver of any provision of this Agreement sha∥ be effectlve unless lt is ln
wrlting slgned by the party against llvhom it is asserted,and any waiver of any provislon
of this Agreement sha∥be app∥cable only to the speclfic lnstance to which it is related
and sha∥ not be deemed to be a continuing or future waiver as to such provision or a
waiver as to any Other provision.
14.07 1f any date specified in this Agreement fa∥s on a Saturday, Sunday or legal
holiday, then the date to which such reference is made sha∥ be extended to the next
succeedlng bus:ness day.
14.08 Se∥eris aware of and understands thatthe noffer"to purchase represented by thls
Agreement is subieCt tO acceptance and approval by the Board of County
Commlssloners of Collier County,Flo百 da.
14.09 1f the Se∥er holds the Property in the forr■of a parinership, ∥rrlited parinership,
corporation, trust or any forrll of representative capacity whatsoever for others, Se∥er
sha∥rnake a written public disclosure,accordlng to Chapter 286,Florlda Statutes,under
oath, of the name and address of every person having a beneficial lnterest in the
Property before Property held ln such capacity is conveyed to Collier County. (lf the
corporation is reglstered、″ith the Federal Securities Exchange Cornrllission or registered9
○
16.F.4.a
Packet Pg. 1263 Attachment: Agreement for Sale and Purchase - Final r1 (12424 : HHH Ranch)
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.)
14.10 To the extent that Seller possesses oil and mineral rights, all of Seller's surface
and sub-surface oil and mineral rights are conveyed with the Property.
14.11 This Agreement is governed and construed in accordance with the laws of the
State of Florida.
XV. ENTIRE AGREEMENT
15.01 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.
lN WITNESS WHEREOF, the parties hereto have signed below.
Dated Project/Acquisition Approved by
BCC:
AS ttO PURCHASER:
DATED:
ATTEST:
Crystal K.Kinzel,Clerk
BOARD OF COUNttY COMMISS10NERS
CttLLIER COUNTY,FLORIDA
BY:
BURT L.SAUNDERS,Chairman, Deputy Clerk
」ennib A田 "い 飢∞面y ttorney戎 ドハデ
AS TO SELLERS:
③
16.F.4.a
Packet Pg. 1264 Attachment: Agreement for Sale and Purchase - Final r1 (12424 : HHH Ranch)
Bttm?も ι
(Printed Name)
SEAN MEADE HUS
HHH!NVESTMENTS LiM!TED PARTNERSHiP,
a foreign∥nlited partnership
By: HHH:NVESTSMENTS CORPORAT10N,a
foreign profit corpOration
〇
DATED:
16.F.4.a
Packet Pg. 1265 Attachment: Agreement for Sale and Purchase - Final r1 (12424 : HHH Ranch)
EXHIBIT "A"
Page 1 of 3
The Southeast Quarter (SE1/4) of the Southeast Quarter (SE1/4) of the Northeast Quarter
(NE1/4) of Section 29, Township 49 South, Range 27 East, Collier County, Florida.
Folio # 0033'1320006
The East % of Section 32, Township 49 South, Range 27 East, Collier County, Florida,
less and except the following: a) property previously condemned or conveyed to Collier
County or the Department of Transportation for the State of Florida for road right-of-way
purposes, b) all existing rights to and from State Road 84 or l-75 previously condemned
by Department of Transportation for the State of Florida, and c) all oil, mineral and
subsurface rights presently owned by the Grantors.
Folio # 00341960003
The West % of Section 32, Township 49 South, Range 27 East, Collier County, Florida,
less and except the following: a) property previously condemned or conveyed to Collier
County or the Department of Transportation for the State of Florida for road right-of-way
purposes and b) all access rights to and from State Road 84 for l-75 previously
condemned by Department of Transportation for the State of Florida for road right-of-
way purposes.
Folio # 00342040003
The West % of the Southwest Quarter (SW1/4) of the Southwest Quarter (SW'l/4) of the
Southeast Quarter (SE1/4) of Section 29, Township 49 South, Range 27 East, Collier
County, Florida.
Folio # 00329240004
The East % of the Southeast Quarter (SE1/4) of the Southeast Quarter (SE1/4) of the
Southwest Quarter (SW1/4) of Section 29, Township 49 South, Range 27 East, Collier
County, Florida.
Folio # 00330840008
The East % of the Northwest Quarter (NW1/4) of the Southwest Quarter (SW1/4) of the
Southwest Quarter (SW1/4) of Section 29, Township 49 South, Range 27 East, Collier
County, Florida.
Folio # 00329760005
The West % of the Southwest Quarter (SW'l/4) of the Southwest Quarter (SW1/4) of the
Northeast Quarter (NE1/4) of Section 29, Township 49 South, Range 27 East, Collier
County, Florida.
Folio #00328640003
The East % of the Southeast Quarter (SE'l/4) of the Southeast Quarter (SE1/4) of the
Northwest Quarter (Nw'l/ ) of Section 29, Township 49 South, Range 27 East, collier
County, Florida.
72
16.F.4.a
Packet Pg. 1266 Attachment: Agreement for Sale and Purchase - Final r1 (12424 : HHH Ranch)
Folio#00328640003
EXHIBIT``A"
Page 2 of3
The East4/2 0f the Southwest Quarter(SWlノ 4)of the SOuthwest Quarter(sWlノ 4)of the
Northeast Quarter(NE1/4)of SeCtiOn 29, Township 49 South, Range 27 East, Co∥ier
County,Fiorida.
Folio#00330480002
The Eastt/2 0f the Southeast Quarter(SElノ 4)of SeCtiOn 29,Township 49 South,Range
27 East,Collier County,Florida.
Folio#00328560002
The Northwest Quarter(NWl′4)of the SOutheast Quarter(sEl′4)of SeCtiOn 29,
Township 49 South,Range 27 East,Co∥ier County,F:orida.
Folio#00328560002
The East 4/2 0f the Southwest Quarter(SWlノ 4)of the Southeast Quarter(SEl′4)of
Section 29,Township 49 South,Range 27 East,Co∥ier County,Florida.
Folio#00328560002
The Northwest Quarter(NWl′4)of the SOuthwest Quarter(SWl′4)of the SOutheast
Quarter(SEl′4)of SeCtiOn 29, Township 49 South, Range 27 East, Co∥ier County,
F:orida. |
Folio#00328560002
The North 4/2 0f the Southeast Quarter(SElノ 4)of the SOuthwest Quarter(swl′4)of
Section 29,丁 ownship 49 South,Range 27 East,Co∥ier County,FIorida.
Folio#00328560002
The Northeast Quarter(NEl′4)of the SOuthwest Quarter(SWl′4)of SeCtiOn 29,
Township 49 South,Range 27 East,Co∥ier Coun句 ら Fiorida.
Foiio#00328560002
The East l/2 0f the Northwest Quarter(NWlr4)of the SOuthwest Quarter(SWlr4)of
Section 29,Township 49 South,Range 27 East,Co∥ier County,F:orida.
Foiio#00328560002
The Southwest Quarter(SWlノ 4)of the SOutheast Quarter(sEl′4)of the SOuthwest
Quarter(SWl′4)of SeCtiOn 29, Township 49 South, Range 27 East, Co∥ier County,
F:orida.
Folio#00328560002
The Westl/2 0f the Southeast Quarter(SEl′4)of the SOutheast Quarter(SE 4/4)Of the
Southwest Quarter(SWlノ 4)of SeCtiOn 29,Township 49 South,Range 27 East,Co∥ier
County,Florida.
Foiio#00328560002
13 ⑭
16.F.4.a
Packet Pg. 1267 Attachment: Agreement for Sale and Purchase - Final r1 (12424 : HHH Ranch)
EXHiBIT“A"
Page 3 of3
The Southeast Quarter(SElノ 4)of the Southwest Quarter(SWl′4)of the SOuthwest
Quarter(SWlノ 4)of SeCtiOn 29, Township 49 South, Range 27 East, Co∥ier County,
FIorida.
Folio#00328560002
The East4/2 0f the Southwest Quarter(SWl′4)of the SOuthwest Quarter(SWl′4)of the
Southeast Quarter(SEl′4)of SeCtiOn 29,Township 49 South, Range 27 East, Co∥ier
County,Florida.
Folio#00328560002
○
16.F.4.a
Packet Pg. 1268 Attachment: Agreement for Sale and Purchase - Final r1 (12424 : HHH Ranch)
583 Acres
Receiving
384 Acres
Sending
Hussy Property Location Map
16.F.4.b
Packet Pg. 1269 Attachment: Location Map (12424 : HHH Ranch)