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Agenda 09/24/2019 Item #16C 4 (Sale & Purchase vacant land for Solid & Hazardous Waste Management)09/24/2019 EXECUTIVE SUMMARY Recommendation to approve an Agreement for Sale and Purchase for the Solid and Hazardous Waste Management Division to acquire 2.5 acres of vacant land contiguous to the Resource Recovery Business Park for a total cost not to exceed $21,000 (Project 59012). OBJECTIVE: To acquire one of the few remaining non-County owned parcels contiguous to the Resource Recovery Park. CONSIDERATIONS: On December 5, 2006, the Board approved the Integrated Solid Waste Management Strategy (ISWMS) which set forth the Enduring Guiding Principles for environmental and Growth Management compliance, airspace preservation, operational excellence and best value service. Those guiding principles were ratified by Ordinance 13-08, the Solid Waste Sub-Element of the Growth Management Plan (GMP). Both the Solid Waste Sub-Element of the GMP and the ISWMS, set forth that the County “shall pursue the acquisition of land inventory” and to optimize the current solid waste management infrastructure. In keeping with this directive, in 2017, the County acquired 15 acres adjacent to the landfill for $180,000 ($12,000/acre) and continues to search for opportunities for additional land inventory to further contribute to the waste management infrastructure. Real Property Management contacted property owners in the Resource Recovery Business Park and Mr. John Sidoti, owner of 2.5 acres of unimproved land (Folio #00291120003) agreed to sell his property to Collier County under the terms and conditions in the attached Agreement for Sale and Purchase. An in- house appraisal determined a market value of $18,000, and after negotiating with the owner and owner’s representatives, the owner agreed to a selling price of $20,000. The Agreement for Sale and Purchase has been reviewed and approved by the County Attorney’s Office, the Solid and Hazardous Waste Management Division, and the Seller. As required by the Seller, paragraph 11.023, which holds the Purchaser harmless relative to any environmental contamination on the site (survives closing), has been deleted from the County’s standard form Agreement. To mitigate any risk to the County, in addition to various other evaluations to be performed during the Due Diligence Period, the County will perform an environmental assessment to determine the environmental condition of the Property prior to closing. If there is any reason to believe there is contamination the County may terminate and not close pursuant to Section VI, Subsection 3 of the Agreement. The appraisal report and a location map are attached for reference. FISCAL IMPACT: The total cost of the acquisition should not exceed $21,000 ($20,000 for the purchase price and $1,000 for a title commitment, title policy, closing costs and recording of the documents). The source of funding is the Solid Waste Capital Projects Fund (474). LEGAL CONSIDERATIONS: This item is approved as to form and legality and requires a majority vote for Board approval. - JAB GROWTH MANAGEMENT IMPACT: This transaction is consistent with the County’s Growth Management Plan, specifically the Solid Waste Sub-Element. RECOMMENDATION: That the Board of County Commissioners: 1. Approves the attached Agreement. 16.C.4 Packet Pg. 1324 09/24/2019 2. Authorizes 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. Directs 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: Jay Malamphy, Property Acquisition Specialist, Facilities Management Division ATTACHMENT(S) 1. Location Map - Sidoti (PDF) 2. Appraisal Report - Sidoti (PDF) 3. Agreement for Sale and Purchase - signed and CAO stamped (PDF) 16.C.4 Packet Pg. 1325 09/24/2019 COLLIER COUNTY Board of County Commissioners Item Number: 16.C.4 Doc ID: 9932 Item Summary: Recommendation to approve an Agreement for Sale and Purchase for the Solid and Hazardous Waste Management Division to acquire 2.5 acres of vacant land in the Resource Recovery Business Park for a total cost not to exceed $21,000 (Project 59012). Meeting Date: 09/24/2019 Prepared by: Title: – Facilities Management Name: Jay Malamphy 08/23/2019 1:47 PM Submitted by: Title: Director - Facilities Management – Facilities Management Name: Damon Grant 08/23/2019 1:47 PM Approved By: Review: Public Utilities Department Dan Rodriguez Additional Reviewer Completed 08/26/2019 1:09 PM Solid and Hazardous Waste Kari Hodgson Additional Reviewer Completed 08/26/2019 3:43 PM Public Utilities Operations Support Joseph Bellone Additional Reviewer Completed 08/29/2019 1:43 PM Facilities Management Toni Mott Additional Reviewer Completed 09/02/2019 10:43 AM Facilities Management Damon Grant Additional Reviewer Completed 09/04/2019 9:43 AM Public Utilities Department Drew Cody Additional Reviewer Completed 09/04/2019 10:22 AM Public Utilities Department Drew Cody Level 1 Division Reviewer Completed 09/04/2019 10:23 AM County Attorney's Office Jennifer Belpedio Level 2 Attorney Review Completed 09/04/2019 2:17 PM Public Utilities Department George Yilmaz Level 2 Division Administrator Review Completed 09/04/2019 3:08 PM Office of Management and Budget Laura Wells Level 3 OMB Gatekeeper Review Completed 09/10/2019 12:03 PM County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 09/12/2019 9:01 AM Office of Management and Budget Susan Usher Additional Reviewer Completed 09/12/2019 2:09 PM County Manager's Office Nick Casalanguida Level 4 County Manager Review Completed 09/14/2019 12:45 PM Board of County Commissioners MaryJo Brock Meeting Pending 09/24/2019 9:00 AM 16.C.4 Packet Pg. 1326 LOCATION MAP Sublect 2 5 Acres 16.C.4.a Packet Pg. 1327 Attachment: Location Map - Sidoti (9932 : 2.5 Acres - Resource Recovery Business Park) VACANT LAND APPRAISAL REPORT 16.C.4.b Packet Pg. 1328 Attachment: Appraisal Report - Sidoti (9932 : 2.5 Acres - Resource Recovery Business Park) Vacant Land Appraisal Report Public Utilities Solid Waste PREPARED FOR: Jay Malamphy / Solid Waste / Landfill Program EFFECTIVE DATE OF THE APPRAISAL: August 2, 2019 DATE OF THE REPORT: August 16, 2019 REPORT FORMAT: Vacant Appraisal Report PREPARED BY: 16.C.4.b Packet Pg. 1329 Attachment: Appraisal Report - Sidoti (9932 : 2.5 Acres - Resource Recovery Business Park) August 16, 2019 Dear Mr. Malamphy: At your request, Real Property Management has prepared the accompanying appraisal for the above referenced property. The purpose of the appraisal is to estimate the market value of the fee simple interest in the subject property. The client for the appraisal assignment is Collier County BCC/ Public Utilities Solid Waste. The intended use of the appraisal report is to assist the client in internal decision-making purposes. The subject property is vacant land and may have a potential to be developed with access. VALUE CONCLUSIONS Appraisal Premise Interest Appraised Date of Value Conclusion Market Value, As Is Fee Simple August 2, 2019 $18,000 Dollars The value conclusion(s) are subject to the following hypothetical conditions and extraordinary conditions. These conditions may affect the assignment results. Hypothetical Conditions: None. Extraordinary Assumptions: None. Respectfully submitted, Real Property Management 16.C.4.b Packet Pg. 1330 Attachment: Appraisal Report - Sidoti (9932 : 2.5 Acres - Resource Recovery Business Park) The Subject Property Parcel No 00291120003 Site Address Site City Site Zone *Note Name / Address SIDOTI ET UX, JOHN I 2501 ROYAL PINES CIR City CLEARWATER State FL Zip 33763-1158 Map No. Strap No. Section Township Range Acres *Estimated 4B25 000100 042 4B25 25 49 26 2.5 ACRES Legal 25 49 26 SE1/4 OF SE1/4 OF NW1/4 OF SE1/4 2.50 AC OR 506 PG 519 Zoning: Agricultural /RFMUO-NBMO-Sending Overlay Lot Size: 2.50 acres Asking Price: $20,000 for 2.5ac or $8,000 per acre. 16.C.4.b Packet Pg. 1331 Attachment: Appraisal Report - Sidoti (9932 : 2.5 Acres - Resource Recovery Business Park) DEFINITION OF MARKET VALUE Market value definition used by agencies that regulate federally insured financial institutions in the United States is defined by The Dictionary of Real Estate Appraisal, 6th ed. (Chicago: Appraisal Institute, 2015) as: The most probable price that a property should bring in a competitive and open market under all condition’s requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: Buyer and seller are typically motivated; Both parties are well informed or well advised, and acting in what they consider their best interests; A reasonable time is allowed for exposure in the open market; Payment is made in terms of cash in United States dollars or in terms of financial arrangements comparable thereto; and The price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale.” (Source: 12 C.F.R. Part 34.42(g); 55 Federal Register 34696, August 24, 1990, as amended at 57 Federal Register 12202, April 9, 1992; 59 Federal Register 29499, June 7, 1994) DEFINITION OF PROPERTY RIGHTS APPRAISED Fee simple estate is defined as an: “Absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power, and escheat.” (Source: The Dictionary of Real Estate Appraisal, 6th ed. (Chicago: Appraisal Institute, 2015) Scope of Work Market data research, Sales Approach method performed, a complete analysis of market conditions has been made. The appraiser maintains and has access to comprehensive databases for this market area and has reviewed the market for sales and listings relevant to this analysis. Highest and best use is assembled into PUD ownership by Collier County. 16.C.4.b Packet Pg. 1332 Attachment: Appraisal Report - Sidoti (9932 : 2.5 Acres - Resource Recovery Business Park) Valuation Analyses: 1. Cost Approach: A cost approach was not applied as the subject tract is analyzed as vacant land. However, the Cost Approach is utilized to estimate the contributory depreciated value of the site improvements (if any) taken. 2. Sales Comparison Approach: A sales approach was applied as typically this is the most appropriate approach for the valuation of vacant land. This approach is applicable to the subject because there is an active market for similar properties and sufficient sales data is available for analysis. 3. Income Approach: An income approach was not applied as the subject is not likely to generate rental income as vacant land. Hypothetical Conditions: It is a hypothetical condition the proposed acquisition can occur, and no environmental conditions exist. . Extraordinary Assumptions: None. HIGHEST AND BEST USE Highest and best use may be defined as: The reasonably probable use of property that results in the highest value. The four criteria the highest and best use must meet are legal permissibility, physical possibility, financial feasibility, and maximum productivity. Physically possible for the land to accommodate the size and shape of the ideal improvement. Legally permissible under the zoning regulations, building codes, environmental regulations, and other restrictions that apply to the site. A property use that is either currently allowed or most probably allowable. Financially feasible to generate enough income to support the use. Maximally productive, or capable of producing the highest value from among the permissible, possible, and financially feasible uses. Highest and Best Use as Improved No improvements are situated on the site. Therefore, a highest and best analysis as improved is not applicable. Most Probable Buyer Consider the size, class, and location of the property, the most probable buyer is an owner-user 16.C.4.b Packet Pg. 1333 Attachment: Appraisal Report - Sidoti (9932 : 2.5 Acres - Resource Recovery Business Park) Area Map Subj property 16.C.4.b Packet Pg. 1334 Attachment: Appraisal Report - Sidoti (9932 : 2.5 Acres - Resource Recovery Business Park) Naples Real Estate Market Trends Naples real estate market trends indicate a decrease of $5,000 (-2%) in median home sales and a 0% rise in median rent per month over the past year. The average price per square foot for this same period fell to $211, down from $213. Trulia has 4,035 resale and new homes for sale in Naples, FL, including open houses, and homes in the pre-foreclosure, auction, or bank-owned stages of the foreclosure process. The median sales price for homes in Naples for Mar 1 to May 29 was $325,000 based on 2,405 home sales. Average price per square foot for Naples was $211, a decrease of -1% compared to the same period last year. The median rent per month for apartments in Naples for May 4 to Jun 4 was $2,500. Graph Credits: Trulia.com 16.C.4.b Packet Pg. 1335 Attachment: Appraisal Report - Sidoti (9932 : 2.5 Acres - Resource Recovery Business Park) Naples Real Estate Market Forecasts 2019 & 2020 The median home value in Naples is $320,300 on Zillow.com. Naples home values have gone up 1.1% over the past year and Zillow predicts they will fall -1.4% within the next year. The median list price per square foot in Naples is $195, which is lower than the Naples-Immokalee-Marco Island Metro average of $204. The median price of homes currently listed in Naples is $406,990 while the median price of homes that sold is $317,500. The median rent price in Naples is $3,750, which is higher than the Naples-Immokalee-Marco Island Metro median of $3,700. Graph Credits: Zillow.com 16.C.4.b Packet Pg. 1336 Attachment: Appraisal Report - Sidoti (9932 : 2.5 Acres - Resource Recovery Business Park) Vacant Land Market Data Subject Property asking price $20,000 @ 2.50ac = $8,000 per acre. 1. Folio 00291080004 6/21/2019 $30,000 @ 5ac $6,000 per acre./ no physical access. 2. Folio 00339400009 2/28/2018 $27,000 @ 5ac $5,400 per acre / no physical access. 3. Folio 00336000004 2/04/2019 $50,000 @ 5ac $10,000 per acre / physical access. 4. Folio 00332760005 2/27/2018 $42,500 @ 5ac $8,500 per acre / no physical access. The acreage for no physical access is $5,400ac to $8,500ac S of Jenkins / W of Garland. Market Data Adjustments for the above comparable’s 1. No adjustments to acreage, results in $6,000 per acre. 2. +5% for market, $5,400 x 5%, results in $5,670 per acre. 3. -20% for access, $10,000 x 20%, results in $8,000 per acre 4. +5% for market, $8,500 x 5%, results in $8,925 per acre Considering all the market data, the average of the adjusted data is $7,149 say $7,000 per acre. The estimated value for the subject property is $7,000 per acre. The best comparable is number one, it is adjacent to the subject property. $7,000 per acre with no access within the landfill acquisition area appears to be reasonable. Conclusion Analysis: The subject property is located within the landfill target area, there are two parcels left before the target area is complete. The asking price for the subject property is $20,000, considering the need for the subject property, the $2,000 over appraised value is acceptable. The cost to assemble parcels in a targeted area is typicall y more costly, also the asking price of $8,000 per acre is within the range of all acreage with no access as indicated above. The average sales price established in the reconciliation of the unit value is $7,000ac, the subject property is 2.5 acres located in the landfill project acquisition area, 2.5 acres x $7,000ac is $17,500 round to $18,000 dollars “as is” August 2, 2019. 16.C.4.b Packet Pg. 1337 Attachment: Appraisal Report - Sidoti (9932 : 2.5 Acres - Resource Recovery Business Park) Comparable Photo Page (s) comp 1 comp 2 16.C.4.b Packet Pg. 1338 Attachment: Appraisal Report - Sidoti (9932 : 2.5 Acres - Resource Recovery Business Park) Comparable Photo Page (s) comp 3 comp 4 16.C.4.b Packet Pg. 1339 Attachment: Appraisal Report - Sidoti (9932 : 2.5 Acres - Resource Recovery Business Park) Comparable Location Map subj Comp 1 Comp 2 Comp 3 Comp 4 16.C.4.b Packet Pg. 1340 Attachment: Appraisal Report - Sidoti (9932 : 2.5 Acres - Resource Recovery Business Park) ADDENDA PAGE(S) 16.C.4.b Packet Pg. 1341 Attachment: Appraisal Report - Sidoti (9932 : 2.5 Acres - Resource Recovery Business Park) CERTIFICATION We certify that, to the best of our knowledge and belief: 1. The statements of fact contained in this report are true and correct 2. The reported analyses, opinions and conclusions are limited only by the reported assumptions and limiting conditions, and are our personal, unbiased professional analyses, opinions and conclusions. 3. We have no present or contemplated future interest in the property that is the subject of this report and have no personal interest or bias with respect to the parties involved. 4. We have no bias with respect to the property that is the subject of this report or to the parties involved with this assignment. 5. Our engagement in this assignment was not contingent upon developing or reporting predetermined results. 6. My compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal. 7. The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Code of Professional Ethics & Standards of Professional Appraisal Practice of the Appraisal Institute. 8. The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the Uniform Standards of Professional Appraisal Practice 9. The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. 10. Dated 8/2/2019 APPRAISAL SCOPE According to the Uniform Standards of Professional Appraisal Practice, it is the appraiser’s responsibility to develop and report a scope of work that results in credible results that are appropriate for the appraisal problem and intended user(s). Therefore, the appraiser must identify and consider: ● the client and any other intended users; ● the intended use of the appraiser’s opinions and conclusions; ● the type and definition of value; ● the effective date of the appraiser’s opinions and conclusions; ● subject of the assignment and its relevant characteristics ● assignment conditions ● the expectations of parties who are regularly intended users for similar assignments; 16.C.4.b Packet Pg. 1342 Attachment: Appraisal Report - Sidoti (9932 : 2.5 Acres - Resource Recovery Business Park) ASSUMPTIONS AND LIMITING CONDITIONS This appraisal is based on the following assumptions, except as otherwise noted in the report. 1. The title is marketable and free and clear of all liens, encumbrances, encroachments, easements and restrictions. The property is under responsible ownership and competent management and are available for its highest and best use. 2. There are no existing judgments or pending or threatened litigation that could affect the value of the property. 3. There are no hidden or undisclosed conditions of the land or of the improvements that would render the property valuable. Furthermore, there is no asbestos in the property. 4. The revenue stamps placed on any deed referenced herein to indicate the sale price is in correct relation to the actual dollar amount of the transaction. 5. The property follows all applicable building, environmental, zoning, and other federal, state and local laws, regulations and codes. 6. The information furnished by others is believed to be reliable, but no warranty is given for its accuracy. This appraisal is subject to the following limiting conditions, except as otherwise noted in the report. 1. An appraisal is inherently subjective and represents our opinion as to the value of the property appraised. 2. The conclusions stated in our appraisal apply only as of the effective date of the appraisal, and no representation is made as to the effect of subsequent events. 3. No changes in any federal, state or local laws, regulations or codes (including, without limitation, the Internal Revenue Code) are anticipated. 4. No environmental impact studies were either requested or made in conjunction with this appraisal, and we reserve the right to revise or rescind any of the value opinions based upon any subsequent environmental impact studies. If any environmental impact statement is required by law, the appraisal assumes that such statement will be favorable and will be approved by the appropriate regulatory bodies. 5. Unless otherwise agreed to in writing, we are not required to give testimony, respond to any subpoena or attend any court, governmental or other hearing with reference to the property without compensation relative to such additional employment. 6. We have made no survey of the property and assume no responsibility in connection with such matters. Any sketch or survey of the property included in this report is for illustrative purposes only and should not be scaled accurately for size. The appraisal covers the property as described in this report, and the areas and dimensions set forth are assumed to be correct. 7. No opinion is expressed as to the value of subsurface oil, gas or mineral rights, if 16.C.4.b Packet Pg. 1343 Attachment: Appraisal Report - Sidoti (9932 : 2.5 Acres - Resource Recovery Business Park) any, and we have assumed that the property is not subject to surface entry for the exploration or removal of such materials, unless otherwise noted in our appraisal. 8. We accept no responsibility for considerations requiring expertise in other fields. Such considerations include, but are not limited to, legal descriptions and other legal matters such as legal title, geologic considerations such as soils and seismic stability, and civil, mechanical, electrical, structural and other engineering and environmental matters. 9. The distribution of the total valuation in the report between land and improvements apply only under the reported highest and best use of the property. The allocations of value for land and improvements must not be used in conjunction with any other appraisal and are invalid if so used. The appraisal report shall be considered only in its entirety. No part of the appraisal report shall be utilized separately or out of context. 10. Neither all nor any part of the contents of this report (especially any conclusions as to value, the identity of the appraisers, or any reference to the Appraisal Institute) shall be disseminated through advertising media, public relations media, news media or any other means of communication (including without limitation prospectuses, private offering memoranda and other offering material provided to prospective investors) without the prior written consent of the person signing the report. 11. Information, estimates and opinions contained in the report, obtained from third-party sources are assumed to be reliable and have not been independently verified. 12. Any income and expense estimates contained in the appraisal report are used only for the purpose of estimating value and do not constitute predictions of future operating results. 13. If the property is subject to one or more leases, any estimate of residual value contained in the appraisal may be particularly affected by significant changes in the condition of the economy, of the real estate industry, or of the appraised property at the time these leases expire or otherwise terminate. 14. No consideration has been given to personal property located on the premises or to the cost of moving or relocating such personal property; only the real property has been considered. 15. The current purchasing power of the dollar is the basis for the value stated in us appraisal; we have assumed that no extreme fluctuations in economic cycles will occur. 16. The value found herein is subject to these and to any other assumptions or conditions set forth in the body of this report, but which may have been omitted from this list of Assumptions and Limiting Conditions. 16.C.4.b Packet Pg. 1344 Attachment: Appraisal Report - Sidoti (9932 : 2.5 Acres - Resource Recovery Business Park) AGREEMENT FOR SALE AND PURCHASE THIS AGREEMENT is made and entered into by and between John L Sidoti, whose mailing address is 2501 Royal Pines Circle, Clearwater, FL 33763 (hereinafter referred to as "Seller"), and COLLIER COUNTY, a political subdivision of the State of Florida, whose mailing address is 3335 TamiamiTrail East, Suite 101, Naples, FL 34112 (hereinafter referred to as "Purchasea'). WITNESSETH WHEREAS, Seller is the owner of that certain parcel of real property, located in Collier County, State of Florida, and being more particularly described in Exhibit "A" (hereinafter referred to as the'Property"), attached hereto and made a part hereof by reference. WHEREAS, Purchaser is desirous of purchasing the Property, subject to the conditions and other agreements hereinafter set forth, and Seller is agreeable to such sale and to such conditions and agreements. NOW, THEREFORE, and for and in consideration of the premises and the respective undertakings of the parties hereinafter set forth and the sum of Ten Dollars ($'10.00), the receipt and sufficiency of which is hereby acknowledged, it is agreed as follows: I. AGREEMENT 1.0'1 ln consideration of the purchase price and upon the terms and conditions hereinafter set forth, Seller shall sell to Purchaser and Purchaser shall purchase from Seller the Property, described in Exhibit "A". II. PAYMENT OF PURCHASE PRICE 2.01 The purchase price (the "Purchase Price") for the Property shall be Twenty Thousand Dollars ($20,000) (U.S. Currency) payable at time of closing. t. cLostNG 3.01 The Closing (THE "CLOSING DATE", "DATE OF CLOSING', OR "CLOSING") of the transaction shall be held on or before one hundred and twenty (120) days following execution of this Agreement by the Purchaser, unless extended by mutual written agreement of the parties hereto. The Closing shall be held at the Collier County Attorney's Office, Administration Building, 3299 Tamiami Trail East, Suite 800, 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, exceplions, 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 16.C.4.c Packet Pg. 1345 Attachment: Agreement for Sale and Purchase - signed and CAO stamped (9932 : 2.5 Acres - Resource Recovery Business Park) herein and the following documents and instruments duly executed and acknowledged, in recordable form: 3.0111 Warranty Deed in favor of Purchaser conveying litle to the Property, free and clear of all liens and encumbrances other than: (a) The lien for cuffent taxes and assessments. (b) Such other easements, restrictions or conditions of record. 3.0112 Combined Purchaser-Seller closing statement. 3.01 13 A "Gap," Tax Proration, Owner's and Non-Foreign Affidavit," as required by Section 1445 of the lnternal Revenue Code and as required by the tifle 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 ldentitication and Certification" as required by the lnternal Revenue Service. 3.012 At the Closing, the Purchaser, or its assignee, shall cause to be delivered to the Seller the following: 3.0121 A wire lransfer in an amount equal to the Purchase Price, subject to adjustment for prorations as set forth herein and as stated on the closing statement. No funds shall be disbursed to Seller until the Title Company verifies that the state of the title to the Property has not changed adversely since the date of the last endorsement to lhe commitment, referenced in Section 4.0'l 'l thereto, and the Title Company is irrevocably committed to pay the Purchase Price to Seller and to issue the Owner's title policy to Purchaser in accordance with the commitment immediately after the recording of the deed. 3.02 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 tifle commitmenl 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, homeslead and any other applicable exemptions and paid by Seller. lf 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. 16.C.4.c Packet Pg. 1346 Attachment: Agreement for Sale and Purchase - signed and CAO stamped (9932 : 2.5 Acres - Resource Recovery Business Park) IV, REQUIREMENTS AND CONDITIONS 4.01 Upon execution of this Agreement by both parties or at such other time as specified within this Article, Purchaser and/or Seller, as the case may be, shall perform the following within the times stated, which shall be conditions precedent to the Closing; 4.01 1 Within thirty (30) days after the date hereof, Purchaser shall obtain as evidence of title an ALTA Commitment for an Owner's Title lnsurance Policy (ALTA Form B-1970) covering the Property, together with hard copies of all exceptions shown thereon. Purchaser shall have ten (10) 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 closing. lf the title commitment contains exceptions that make the title unmarketable, Purchaser shall deliver to the Seller written notice of its intention to waive the applicable contingencies or to terminate this Agreement. 4.012 lf 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, Sellershall have fifreen (15) days to remedy any defects in order to convey good and marketable title, except for liens or monetary obligations which will be satisfied at Closing. Seller, at its sole expense, shall use its best efforts to make such title good and marketable. ln 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 fifteen (15) 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. 4.0'13 Purchaser shall have the option, at its own expense, to obtain a current survey of the Property prepared by a surveyor licensed by the State of Florida. No adjustments to the Purchase Price shall be made based upon any change to the total acreage referenced in Exhibit '4", if any. Seller agrees to furnish any existing surveys of the Property, if any, to Purchaser within fifteen (15) days of execution of this Agreement. V, APPRAISAL PERIOD 5.01 This provision was deleted as an in-house appraisalwas obtained perthe guidelines set forth in Section Two(4) of Odinance 2OO7-28. VI. INSPECTION PERIOD 6.0'l Purchaser shall have ninety (90) days from the date of this Agreement, ("lnspection Period"), to determine through appropriate investigation that: 16.C.4.c Packet Pg. 1347 Attachment: Agreement for Sale and Purchase - signed and CAO stamped (9932 : 2.5 Acres - Resource Recovery Business Park) 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 conlamination. 4. The Property can be utilized for its intended purpose. 6.02 lf Purchaser is not satisfied, for any reason whatsoever, with the results of any investigation, Purchaser shall deliver to Seller prior to the expiration of the lnspection Period, written notice of its intention to waive the applicable contingencies or to terminate this Agreement. lf Purchaser fails to notify the Seller in writing of its specific objections as provided herein within the lnspection Period, it shall be deemed that the Purchaser is satisfied with the results of its investigations and the contingencies of this Article Vl shall be deemed waived. ln 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 environmental and soil testing results commissioned by Purchaser with respect to the Property. 6.03 Purchaser and its agents, employees and servants shall, at their own risk and expense, have the right to go upon the Property for the purpose of surveying and conducting site analyses, soil borings and all other necessary investigation. Purchaser shall, in performing such tests, use due care and shall indemnify Seller on account of any loss or damages occasioned thereby and against any claim made against Seller as a result of Purchaser's entry. Seller shall be notified by Purchaser no less than twenty four (24) hours prior to said inspection of the Property. VII, INSPECTION 7.01 Seller acknowledges that the Purchaser, or its authorized agents, shall have the right to inspect the Property at any time prior to the Closing. VIII. POSSESSION 8.01 Purchaser shall be entitled to full possession ofthe Property at Closing. IX, PRORATIONS 9.01 Ad valorem taxes next due and payable, after closing on the Property, shall be prorated at Closing based upon the gross amount of 2018 taxes, and shall be paid by Seller. X. TERMINATION AND REMEDIES 10.01 lf Seller shall have failed to perform any contained herein which are to be performed by of the covenants and/or agreemenls Seller, within ten (10) days of written 16.C.4.c Packet Pg. 1348 Attachment: Agreement for Sale and Purchase - signed and CAO stamped (9932 : 2.5 Acres - Resource Recovery Business Park) notification of such failure, Purchaser may, at its option, terminate this Agreement by giving written notice of lermination to Seller. Purchaser shall have the right to seek and enforce all rights and remedies available at law or in equity to a contract vendee, including the right to seek specific performance of this Agreement. 10.02 lfthe Purchaser has not terminated this Agreement pursuant to any ofthe provisions authorizing such termination, and Purchaser fails to close the transaction contemplated hereby or otherwise fails to perform any of the terms, covenants and conditions of this Agreement as required on the part of Purchaser to be performed, provided Seller is not in default, then as Seller's sole remedy, Seller shall have the right to terminate and cancel this Agreement by giving written notice thereof lo 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 allfees 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 ofthe parties, and take into account the peculiar risks and expenses of each ofthe parties. XI. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES '1 1.01 Seller and Purchaser represent and warrant the following: 11.0'l l Seller and Purchaser have full right and authority to enter into and to execule this Agreement and to undertake all actions and to perform all tasks required of each hereunder. Seller is not presently the subject of a pending, threatened or contemplated bankruptcy proceeding. 1 1.0'12 Seller has full right, power, and authority to own and operate the property, andto 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, if necessary. 11.013 The warranties set forth in this Article shall be true on the date ofthis 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 16.C.4.c Packet Pg. 1349 Attachment: Agreement for Sale and Purchase - signed and CAO stamped (9932 : 2.5 Acres - Resource Recovery Business Park) obligation on the part of the Seller to be performed pursuant to the provisions of this Agreement. 11.014 Seller represents that it has no knowledge of any actions, suits, claims, proceedings, litigation or investigations pending or threatened against Se er, 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. 1 1 .015 No party or person other than Purchaser has any right or option to acquire the Property or any portion thereof. 1 1.0'16 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 fo 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 ofwater. Seller has no knowledge the Property has not been used for the production, handling, storage, transportation, manufacture or disposal of hazardous or toxic substances or wastes, as such terms are defined in applicable laws and regulations, or any other activity that would have toxic results, and no such hazardous or toxic substances are currently used in connection with the operation of the Property, and there is no proceeding or inquiry by any authority with respect thereto. Seller has no knowledge that there is ground water contamination on the Property or potential of ground water contamination 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 Seller has no knowledge that the Property and Seller's operations concerning the Property are in violation of any applicable Federal, State or local stalute, 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. 1 1 .019 There are no unrecorded restrictions, easements or rights of way (other than existing zoning regulations) that restrict or affect the use ofthe Property, and there are 16.C.4.c Packet Pg. 1350 Attachment: Agreement for Sale and Purchase - signed and CAO stamped (9932 : 2.5 Acres - Resource Recovery Business Park) no maintenance, construclion, advertising, management, leasing, employment, service or other contracts affecting the Property. 1 1.020 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. 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 ofthe 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 ofthe 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 aclion 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. 1 '1.022 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 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. xI. NOTTCES 12.O'l Any notice, request, demand, instruction or other communication to be given to either party hereunder shall be in writing, sent by registered, or certified mail, return receipt requested, postage prepaid, addressed as follows: lf to Purchaser:Real Property lvlanagement Administration Building 3335 Tamiami Trail East - Suite 10'l Naples, Florida 34112 Office of the County AttorneyWith a copy to: 16.C.4.c Packet Pg. 1351 Attachment: Agreement for Sale and Purchase - signed and CAO stamped (9932 : 2.5 Acres - Resource Recovery Business Park) lfto Se∥er Administration Bu∥ding 3299 Tamiami Tra∥East ― Sule 800 Naples,Florida 34112 」ohn l Sidol 2501 Royal Pines Circ e Clean″ater,FL 33763 With a copy to: 12.02 fhe 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. XIII, REAL ESTATE BROKERS 13.01 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. XIV. MISCELLANEOUS 14.0'l This Agreement may be executed in any manner of counterparts which together shall constitute the agreement of the parties. 14.02 This Agreement and the terms and provisions hereof shall be effective as of the date this Agreement is executed by both parties and shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal representatives, successors, successor trustee, and assignees whenever the context so requires or admits. 14.03 Any amendment to this Agreement shall not bind any of the parties hereof unless such amendment is in writing and executed and dated by Purchaser and Seller. Any amendment to this Agreement shall be binding upon Purchaser and Seller as soon as it has been executed by both parties. 14.04 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. ③ 16.C.4.c Packet Pg. 1352 Attachment: Agreement for Sale and Purchase - signed and CAO stamped (9932 : 2.5 Acres - Resource Recovery Business Park) 14.05 All terms and words used in this Agreement, regardless of the number and gender in which used, shall be deemed to include any other gender or number as the context or the use thereof may require. 14.06 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. 14.07 lt 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. 14.08 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. 14.09 lf 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 every person having a beneficial interest in the Property before Property held in such capacity is conveyed to Collier County. (lf 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.) 14.10 This Agreement is governed and construed in accordance with the laws of the State of Florida. XV. ENTIREAGREEMENT 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. (signatures on next page) 16.C.4.c Packet Pg. 1353 Attachment: Agreement for Sale and Purchase - signed and CAO stamped (9932 : 2.5 Acres - Resource Recovery Business Park) !N1/VITNESS VVHEREOF,the parties hereto have signed below Dated Prolect/AcquisliOn Approved by BCCI AS TO PURCHASER: DATED: ATttEST: DVVIGHT E BROCK,Clerk BOARD OF COUNttY COMMiSSiONERS COLLIER COUNW,FLORIDA BY: W∥∥am L McDaniel,」r,Charman, Deputy Clerk AS TO SELLER: DATED: 1/VITNESSES: 際 υμ (Signature) Approved as to form and legality: JenhffEr A. Belpedio, S:qistant County Attorney ―‐^ ″´ ジ 16.C.4.c Packet Pg. 1354 Attachment: Agreement for Sale and Purchase - signed and CAO stamped (9932 : 2.5 Acres - Resource Recovery Business Park) 匡XHIBIT“A" PID#': 00291120003 The southeast % of the southeast lo of the Northwest lo of the southeasl % of Section 25, Township 49 South, Range 26 East, Collier County, Florida, with the North 30' subject to road and utility easement. 16.C.4.c Packet Pg. 1355 Attachment: Agreement for Sale and Purchase - signed and CAO stamped (9932 : 2.5 Acres - Resource Recovery Business Park)