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Resolution 2021-121 RESOLUTION 2021- 121 A RESOLUTION OF THE COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS AMENDING RESOLUTION 2008-331, AS AMENDED, WHICH CREATED STEWARDSHIP SENDING AREA CLH SSA 14 BY AMENDING THE AMENDED AND RESTATED ESCROW AGREEMENT TO CHANGE TO STEWARDSHIP RECEIVING AREA THAT WILL CONSUME THE STEWARDSHIP CREDITS AND TRIGGER THE RECORDING OF THE STEWARDSHIP EASEMENT. THE SUBJECT PROPERTY IS LOCATED IN SECTIONS 13, 14, 23, and 24, TOWNSHIP 47 SOUTH, RANGE 28 EAST, COLLIER COUNTY. [PL20160000083] WHEREAS, on November 18, 2008, by Resolution No. 2008-331, the Board of County Commissioners ("Board") created a Stewardship Sending Area with a designation of "CLH SSA 14" and entered into a Credit Agreement, Easement Agreement and Escrow Agreement with Collier Land Holdings, Ltd.; and WHEREAS, on September 10, 2013, by Resolution No. 2013-199, the Board approved an amendment to the Credit Agreement and Easement Agreement to extend certain dates by one (1) year; and WHEREAS, on September 23, 2014, by Resolution No. 2014-186, the Board approved the Second Amendment to the Credit Agreement and Easement Agreement, which Second Amendments extended the date by which the SSA 14 Stewardship Credits must be exchanged for development of Longwater Village Stewardship Receiving Area to November 18, 2017 ("Deadline"); and WHEREAS, on October 10, 2017, by Resolution No. 2017-184, the Board approved the Third Amendment to the Credit Agreement and Easement Agreement, which Third Amendment extended the exchange date to November 18, 2020; and WHEREAS, on October 27, 2020, by Resolution No. 2020-189, the Board approved the Fourth Amendment to the Credit Agreement and Easement Agreement, which Fourth Amendment extended the date to November 18, 2021 ("Deadline"); and WHEREAS, on April 13, 2021, by Resolution No. 2021-82, the Board of County Commissioners approved an amendment to CLH SSA 14 to reduce the acreage, remove additional land use layers and generate additional Stewardship Credits; and [19-CPS-01956/1633486/1]332 Page 1 of 2 SSA#14 amendment to Escrow 5/14/21 WHEREAS, Collier Land Holdings Ltd. and Gargiulo, Inc. (collectively, "Owners") have requested a change to the Amended and Restated Escrow Agreement to change to Stewardship Receiving Area that will consume the Stewardship Credits; and WHEREAS,the Board of County Commissioners agrees to the requested change. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, that: 1. The first amendment to the Amended and Restated Escrow Agreement for CLH SSA 14, attached hereto as Exhibit 1, is hereby approved. THIS RESOLUTION ADOPTED this itt' day of I - 2021, after a Motion, seconded, and majority vote favoring same. ATTEST: r �; CRYSTAL K ZEL, CLERK BOARD OF OUNTY COMMISSIONERS COLLIER O Y, FLORID By y: 'e " ...' e'pu Cler Penny Tay or, Chairman Attest aslit4has signature only. Approved as to form and legality: !IL Ott A- Heidi Ashton-Cicko Managing Assistant County Attorney Exhibits: Exhibit 1 -Amended and Restated Escrow Agreement [19-CPS-01956/1633486/1]332 Page 2 of 2 SSA#14 amendment to Escrow 5/14/21 EXMI& 1 -1" 1 FIRST AMENDMENT TO AMENDED AND RESTATED ESCROW AGREEMENT (SSA 14) This FIRST AMENDMENT TOAME ,FD AND RESTATED ESCROW AGREEMENT ("Amendment") is made as of the -01 day of lUwu.. , 2021 by and between Collier County, a political subdivision of the State of Florida("County"), Collier Land Holdings Ltd., a Florida limited partnership ("CLH"), Gargiulo, Inc., a Foreign Profit Corporation ("Gargiulo"),hereinafter individually and jointly referred to as "Owner" and COLEMAN, YOVANOVICH & KOESTER, P.A., (the "Escrow Agent") RECITALS WHEREAS, County, CLH and Escrow Agent's Predecessor entered into an Escrow Agreement on November 18, 2008, as subsequently amended, pertaining to the Stewardship Sending Area designated as CLH SSA 14 ("Escrow Agreement"); and WHEREAS, on September 10, 2013 the County, by Resolution No. 2013-199, approved the First Amendment to the Escrow Agreement to extend certain dates by one (1)year and a change in the name of the escrow agent; and WHEREAS, on September 23, 2014 the County, by Resolution No.2014-186, approved the Second Amendment to Escrow Agreement, which Second Amendment extended the date by which CLH must deliver certain approvals to Escrow Agent to November 18, 2017 ("Deadline");and WHEREAS, on October 10, 2017 the County, by Resolution No.2017-184, approved theThird Amendment to Escrow Agreement,which Third Amendment extended the date to November 18,2020; and WHEREAS, on October 27, 2020, the County by Resolution No. 2020-189 approved theFourth Amendment to Escrow Agreement, which extended the date to November 18, 2021; and WHEREAS, on April 13, 2021, the County by Resolution No. 2021-82, approved the Amended and Restated Escrow Agreement(the "Escrow Agreement"); and WHEREAS, Collier Enterprises Management, Inc. ("CEMI"), an entity related to CLH, intends to submit applications to Collier County, South Florida Water Management District and the United States Department of Army, Corps of Engineers for authorization to develop the Town of Big Cypress Stewardship Receiving Area("Town of Big Cypress SRA") located within the RLSA District consistent with the provisions of Sections 4.08.06 and 4.08.07 of the Collier County Land Development Code; and May 17, 2021 Page I of G. WHEREAS, CLH and Gargiulo desire to amend the development references for which the Stewardship Credits contemplated hereby will be available, as more particularly set forth herein; and AGREEMENTS NOW THEREFORE, in consideration of the mutual promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the partieshereto agree as follows: 1. Recitals defined terms; The above recitals are true and correct and incorporated herein by reference. Any capitalized terms not otherwise defined herein shall have the meaning set forth in the Escrow Agreement. 2. Any references in paragraphs 3 and 4 of the Escrow Agreement to Longwater village SRA shall be replaced with the following reference: "Town of Big Cypress SRA" 3. Except as amended hereby, the Escrow Agreement remains in full force and effect. 4. Counterparts and Execution: Executed counter-part copies of the original of this documentshall be treated as if the originals were so executed and shall bind the executing party and shall have the same force and effect as the original. Execution of this Amendment by facsimile shall be treated as an original. IN WITNESS WHEREOF, the parties hereto have executed this Escrow Amendment to be executed by their duly authorized officers or representatives and their official seals hereto affixed the day and year first written above. May 17, 2021 Page of 1 D ATTEST: CRYSTAL K. KIN,ZEL BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA COLLIER COUNTY.% �► CLERK OF COURS r r' By By: Penny Taylor, airman Attss#'as to Chairman's APPROVED AS TO FORM AND LEGALITY: By: A Heidi Ashton-Cicko, Managing Assistant County Attorney May 17, 2021 �� .-3 4-} WITNESS: COLLIER LAND HOLDINGS, LTD. u„,:g____„. a Florida Limited Partnership By: Collier Enterprises, Inc. (Signature) a Florida Corporation, is Gener artner / Qxt.te2A5‘, +?► By: . %// (Print full name) Printed Name: A-cCick. L-UTILL .^ Title: �c,& ?atcs►bern- Ain IV ct, 12a,1'h a rn (Signature) A nstia ParhLn^ (Print full name) STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was executed before me by means of /physical presence or online notarization this k day of ('4 -4 , 2021, by Peynaeic, L.Ukee— , as \hbE Q ►c—r of Collier Enterprises, Inc., the general partner of Collier Land Holdings, Ltd., said person being personally known to me or produced as identification. (SEAL) 0 ci-sL— d. 9 ____. I. Notary Public Name: vA-Vest L.L. P►1c e �,RY°�s Valerie L Pike A n Commission#HH 32134My Commission expires: G- V7)c� Commission Expires T117•2024 yid e� Bonded Through•Cynanotary \FFL Florida-Notary Public / �! Page ( i;i S_,. May 17, 2021 WITNESS: 2iL GARGIULO, INC. (Signature) a Foreign Profit Corporation (Print full name) By: j11WJJ.L4i Print Name: Michael W. Sullivan Title: President and CEO 4 :01a1 (Signature) C'o//,e (Print) STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was executed before me by means of 'physical presence or online notarization this I$4'A day of T \ay , 2021, by 1Mi chael t . Sul , as Ares I C EO of Gargiulo, Inc., a Foreign Profit Corporation. Notary Public b . g Name: To yc. It C'�(11ns �0011ul11►►►y���// Certificate No. ��bD��o<<iti,�,�� My Commission expits: •�o°a ARr;4o'•s . ��� too •; •2 m*s 058437 • * •0 ce 'a 6 g•• • A -ded1W- 0.6.' �� ESCROW AGENT: /,',/C,STATE A iCI` . \\ COLEMAN, YOVANOVICH & KOESTER, P.A. By: Richard D. Yovanovich, Esq. Its: V 1 c e, PreSldet\.* Date: 5 t loi a.c;Q aYr,, e 5 :; I May 17, 2021