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Backup Documents 12/10/2019 Item #16C 3 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP.' c 3 TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. 2. 3. County Attorney Office County Attorney Office JAB p, 1/27/20 4. BCC Office Board of County W+(1(\ Ip Commissioners JA/ l D 5. Minutes and Records Clerk of Court's Office k mocx gz+NW PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Jay Malamphy,Facilities Management Phone Number 252-8402 Contact/Department Division Agenda Date Item was 12/10/19 / Agenda Item Number 16-C-3 Approved by the BCC Type of Document Agreement for Sale and Purchase-Dey Number of Original 1 Attached Documents Attached PO number or account n/a number if document is to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature JAB 2. Does the document need to be sent to another agency for additional signatures? If yes, JAB provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be JAB signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's JAB Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the JAB document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's JAB signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip JAB should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 12/10/19 and all changes made during JAB N/A is not the meeting have been incorporated in the attached document. The County an option for Attorney's Office has reviewed the changes,if applicable. this line. 9. Initials of attorney verifying that the attached document is the version approved by the N/A is not BCC,all changes directed by the BCC have been made,and the document is ready for the V—i) an option for Chairman's signature. this line. [04-COA-01081/1344830/1]I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05; Revised 11/30/12 16C3 MEMORANDUM Date: January 28, 2020 To: Jay Malamphy, Property Acquisition Specialist Facilities Management Department From: Martha Vergara, Sr. Deputy Clerk Boards Minutes & Records Department Re: Agreement for Sale and Purchase - Dey Attached is one (1) original as referenced above (Item #16C3), approved by the Board of County Commissioners on Tuesday, December 10, 2019. The Minutes & Records Department has kept an original agreement for the Board's Official Records. If you have any questions, please contact me at 252-7240. Thank you. Attachment 16C3 AGREEMENT FOR SALE AND PURCHASE THIS AGREEMENT is made and entered into by and between Kevin D Dey and Nancy Dey. husband and wife. whose mailing address is 3939 Skyway Drive. Naples. FL 34112. hereinafter referred to as ("Seller"), and Collier County. a political subdivision of the State of Florida. whose mailing address is 3335 Tamiami Trail East, Suite 101 Naples. FL 34112 (hereinafter referred to as"Purchaser"). 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 1.01 In consideration of the purchase price and upon the terms and conditions hereinafter set forth, Seller shall sell to Purchaser and Purchaser shall purchase from Seller the Property. described in Exhibit "A" ll. PAYMENT OF PURCHASE PRICE 2.01 The purchase price (the "Purchase Price") for the Property shall be Sixty Thousand Dollars ($60,000)(U.S. Currency) payable at time of closing. III. CLOSING 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, exceptions. or qualifications. Marketable title shall be determined according to applicable title standards adopted by the Florida Bar and in accordance with law At 9 IÔC. 3 the Closing, the Seller shall cause to be delivered to the Purchaser the items specified herein and the following documents and instruments duly executed and acknowledged. in recordable form: 3.0111 Warranty Deed in favor of Purchaser conveying title to the Property. free and clear of all liens and encumbrances other than (a) The lien for current taxes and assessments. (b) Such other easements. restrictions or conditions of record 3.0112 Combined Purchaser-Seller closing statement. 3.0113 A "Gap.' Tax Proration, Owner's and Non-Foreign Affidavit," as required by Section 1445 of the Internal Revenue Code and as required by the title insurance underwriter in order to insure the "gap" and issue the policy contemplated by the title insurance commitment 3.0114 A W-9 Form. "Request for Taxpayer Identification and Certification" as required by the internal Revenue 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 transfer 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 the commitment. referenced in Section 4.011 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. Seiler, at its sole cost and expense, shall pay at Closing all documentary stamp taxes due relating to the recording of the Warranty Deed, in accordance with Chapter 201.01, Florida Statutes. and the cost of recording any instruments necessary to clear Seller's title to the Property. The cost of the Owner's Form B Title Policy, issued pursuant to the Commitment provided for in Section 4.011 below, shall be paid by Purchaser. The cost of the title commitment shall also be paid by Purchaser 3.03 Purchaser shall pay for the cost of recording the Warranty Deed. Real Property taxes shall be prorated based on the current year's tax with due allowance made for maximum allowable discount, homestead and any other applicable exemptions and paid by Seller. If Closing occurs at a date which the current year's millage is not fixed, taxes will be prorated based upon such prior year's millage S 16C3 C 3 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 4.011 Within thirty (30) days after the date hereof, Purchaser shall obtain as evidence of title an ALTA Commitment for an Owner's Title Insurance 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. If 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 If Purchaser shall fail to advise the Seller in writing of any such objections in Seller's title in the manner herein required by this Agreement. the title shall be deemed acceptable Upon notification of Purchaser's objection to title. Seller shall have fifteen (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 In the event Seller is unable to cure said objections within said time period. Purchaser. by providing written notice to Seller within seven (7) days after expiration of said 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 4.013 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 "A", 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 appraisal was obtained per the guidelines set forth in Section Two(4) of Ordinance 2007-28 VI INSPECTION PERIOD 6.01 Purchaser shall have ninety (90) days from the date of this Agreement. ("Inspection Period"), to determine through appropriate investigation that 6:1) 16C3 1. Soil tests and engineering studies indicate that the Property can be developed without any abnormal demucking, soil stabilization or foundations 2. There are no abnormal drainage or environmental requirements to the development of the Property 3. The Property is in compliance with all applicable State and Federal environmental laws and the Property is free from any pollution or contamination 4 The Property can be utilized for its intended purpose 6.02 If 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 Inspection Period. written notice of its intention to waive the applicable contingencies or to terminate this Agreement. If Purchaser fails to notify the Seller in writing of its specific objections as provided herein within the Inspection Period, it shall be deemed that the Purchaser is satisfied with the results of its investigations and the contingencies of this Article VI shall be deemed waived In the event Purchaser elects to terminate this Agreement because of the right of inspection. Purchaser shall deliver to Seller copies of all engineering reports and 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 of the 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 2016 taxes. and shall be paid by Seller X. TERMINATION AND REMEDIES 10.01 If 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 r C 3 notification of such failure, Purchaser may. at its option, terminate this Agreement by giving written notice of termination to Seller. Purchaser shall have the right to seek and enforce all rights and remedies available at law or in equity to a contract vendee. including the right to seek specific performance of this Agreement 10.02 If the Purchaser has not terminated this Agreement pursuant to any of the 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 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 Xl. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES 11.01 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 actions and to perform all tasks required of each hereunder. Seller is not presently the subject of a pending. threatened or contemplated bankruptcy proceeding 11.012 Seller has full right. power. and authority to own and operate the Property, and to execute, deliver, and perform its obligations under this Agreement and the instruments executed in connection herewith and to consummate the transaction contemplated hereby. All necessary authorizations and approvals have been obtained authorizing Seller and Purchaser to execute and consummate the transaction contemplated hereby At Closing certified copies of such approvals shall be delivered to Purchaser and/or Seller, if necessary 11.013 The warranties set forth 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 C 3 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 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 No party or person other than Purchaser has any right or option to acquire the Property or any portion thereof. 11.016 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 Seller represents there are no incinerators, septic tanks or cesspools on the Property; all waste, if any, is discharged into a public sanitary sewer system; Seller represents that they have no knowledge that any pollutants are or have been discharged from the Property, directly or indirectly into any body of water. Seller represents the Property has not been used for the production, handling, storage, transportation, manufacture or disposal of hazardous or toxic substances or wastes, as such terms are defined in applicable 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 represents that they have no knowledge that there is ground water contamination on the Property or potential of ground water contamination from neighboring properties. Seller represents no storage tanks for gasoline or any other substances are or were located on the Property at any time during or prior to Seller's ownership thereof. Seller represents none of the Property has been used as a sanitary landfill. 11.018 Seller has no knowledge that the Property and Seller's operations concerning the Property are in violation of any applicable Federal, State or local 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. 6 1 16C3 11.019 There are no unrecorded restrictions. easements or rights of way (other than existing zoning regulations) that restrict or affect the use of the Property. and there are no maintenance, construction, advertising, management, leasing. employment. service or other contracts affecting the Property. 11.020 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 of the Property to change from its existing state on the effective date of this Agreement up to and including the Date of Closing. Therefore, Seller agrees not to enter into any contracts or agreements pertaining to or affecting the Property and not to do any act or omit to perform any act which would change the zoning or physical condition of the Property or the governmental ordinances or laws governing same. Seller also agrees to notify Purchaser promptly of any change in the facts contained in the foregoing representations and of any notice or proposed change in the zoning, or any other action or notice, that may be proposed or promulgated by any third parties or any governmental authorities having jurisdiction of the development of the property which may restrict or change any other condition of the Property 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 costs (including attorney's fees) asserted against, imposed on or incurred by Purchaser, directly or indirectly, pursuant to or in connection with the application of any federal. state local or common law relating to pollution or protection of the environment which shall be in accordance with. but not limited to, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S C Section 9601, et seq., ("CERCLA" or "Superfund"). which was amended and upgraded by the Superfund Amendment and Reauthorization Act of 1986 ("SARA"), including any amendments or successor in function to these acts. This provision and the rights of Purchaser. hereunder, shall not survive Closing and are deemed satisfied by conveyance of title 0 16C3 3 XII. NOTICES 12.01 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. If to Purchaser Real Property Management Administration Building 3335 Tamiami Trail East - Suite 101 Naples. Florida 34112 With a copy to: Office of the County Attorney Administration Building 3299 Tamiami Trail East - Suite 800 Naples. Florida 34112 If to Seller: Kevin & Nancy Dey 3939 Skyway Drive Naples, FL 34112 With a copy to 12.02 The addressees and addresses for the purpose of this Article may be changed by either party by giving written notice of such change to the other party in the manner provided herein. For the purpose of changing such addresses or addressees only. unless and until such written notice is received. the last addressee and respective address stated herein shall be deemed to continue in effect for all purposes. 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 14.01 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 16C3 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 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 If any date specified in this Agreement falls on a Saturday. Sunday or legal holiday. then the date to which such reference is made shall be extended to the next succeeding business day 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 If the Seller holds the Property in the form of a partnership. limited partnership, corporation. trust or any form of representative capacity whatsoever for others, Seller shall make a written public disclosure. according to Chapter 286. Florida Statutes, under oath, of the name and address of every person having a beneficial interest in the Property before Property held in such capacity is conveyed to Collier County (If the corporation is registered with the Federal Securities Exchange Commission or registered pursuant to Chapter 517, Florida Statutes, whose stock is for sale to the general public, it is hereby exempt from the provisions of Chapter 286, Florida Statutes 14.10 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 16C3 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. IN WITNESS WHEREOF, the parties hereto have signed below. Dated Project/Acquisition Approved by BCC: ‘- 1►0i9 AS TO PURCHASER: DATED: 1'.\`o ‘t cl ATTEST:` ' "', BOARD 0 4 }1'.TY Co - , ISSIONERS Crystpl K. Kinzel ie*:-7....,- . A . I 1 C LORID 1 1\0( tij. .f,c, # Si'co:Glzi� ; ; ., be.O.ity C Wiliam L. McDaniel, Jr., Chairman �t{ r�E M` Crj eE w-y,, AS TO SELLER: DATED: 1 1 - - - ( S IT, SSES: 17, _ i?7c _ Br:A3.-_____ I__,_) LTrgnature)�}'I� C� Kevin D. Dey i So* ! ► , 0l. )15SL— (Printed Name) (nri4' / SYgrea.y. BY: /7� -Z; 9 i natu ) N ncy Dey� r RC 1 , (, (Printed NaP1� Lisa Marie Gallagher NOTARY PUBLIC � ` ;.--•STATE OF FLORIDA ''1't:70:-Carrxn#FF957399 •°" v xpires 2/20/ 020 Approved as to tone anal —ality • � r C% _ N .'_11, \\N Ass's'i Cuuniy Anui� c ,0 1a :,. 0 16C3 EXHIBIT "A" PID #: 00340120006 The West one-half (W 1/2) of the Southwest one-quarter (SW 1/4) of the Northwest one-quarter (NW Y4) of the Northwest one-quarter (NW 1/4) of Section 31. Township 49 South, Range 27 East. Collier County. Florida.