Backup Documents 07/14/2020 Item #16A31ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 1 6 N 31
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. Ifthe 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 Attomev Office.
Route to Addressees (List in routing order)
Office
Initials
Date
1. County Attorney Office
County Attorney Office
2. BCC Office
Board of County
Commissioners
.J
_I
f -7
3. Minutes and Records
Clerk of Court's Office
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
Karen Dancsec
Phone Number
239-252-5805
Contact / Department
Agenda Date Item was
07/14/2020
Agenda Item Number
16.A.31
Approved by the BCC
Type of Document
Easement Agreement
Number of Original
I
Attached
Documents Attached
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark "N/A" in the Not Applicable column, whichever is
Yes
N/A (Not
appropriate.
Initial
A licable
1.
Does the document require the chairman's original signature? 5A.Psyn
KD
2.
Does the document need to be sent to another agency for additional signatur ? If yes,
N/A
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
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
N/A
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
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
KD
signature and initials are required.
7.
In most cases (some contracts are an exception), the original document and this routing slip
N/A
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 07/14/2020 and all changes made during
N/A is not
the meeting have been incorporated in the attached document. The County
KD
an option for
Attorne '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
an option for
Chairman's signature.
this line.
Please scan under 60143 — Immokalee Stormwater Improvements
Please email a copy of the signed Agreement, to Karen.Dancsec@ColIierCoun!yFL.gov
I: Forms/ County Forms/ BCC Forms/ original Documents Routing Slip W WS Original 9.03.04, Revised 1.26.05, Revised 2.24.05; Revised 11/30/12
1bA31
Ann P. Jennejohn
From:
Sent:
To:
Subject:
Attachments:
Good Afternoon Karen,
Ann P. Jennejohn
Monday, July 20, 2020 1:50 PM
DancsecKaren
Item #16A31 (July 14, 2020 BCC Meeting)
Parcel 123FEE (Purchase Agreement).pdf
An executed copy of Item #16A31,
from the July 14, 2020 l3CC Meeting
is attached for your records.
Thank you.
Ann Jennejohn
13MR Senior Deputy Clerk
Clerk to the Value Adjustment Hoard
Office: 239-252-8406
Fax: 239-252-8408 (if applicable)
Ann.Jennejohn@Co((ierClerk.com
Office of the Clerk of the Circuit Court
& Comptroller of Collier County
3299 Tamiam Trail, Suite *401
Naples, FL 341.1.2-5324
www.CollierClerk.co
16A31
PROJECT: 60143 — Immokalee Stormwater Improvement
PARCEL: 123FEE
FOLIO: 00087640001
PURCHASE AGREEMENT
(for Stormwater Retention Pond Sites)
TIA,�
RCHASE AGREEMENT is made and entered into on this � day of
2020, by and between COLLIER LAND HOLDINGS, LTD, fka COLLIER
ENT PRIS S LTD., a Florida limited partnership, whose mailing address is 2550 Goodlette Road
N, Suite 100, Naples, Florida 34103 (hereinafter referred to as "Seller"), and COLLIER COUNTY, a
political subdivision of the State of Florida, whose mailing address is 3299 Tamiami Trail East, c/o the
Office of the County Attorney, Suite 800, Naples, Florida 34112 (hereinafter referred to as
"Purchaser").
WHEREAS, Seller owns that certain property more particularly described in Exhibit "A",
attached hereto and made a part hereof, together with all structures and improvements (hereinafter
referred to as "the Property"); and
WHEREAS, Purchaser requires the Property for stormwater retention purposes as part of the
Immokalee Stormwater Improvement Project 60143; and
WHEREAS, Seller has agreed to sell, and Purchaser has agreed to purchase the Property
subject to the terms and conditions that follow.
NOW THEREFORE, in consideration of these premises, the sum of Ten Dollars ($10.00), and
other good and valuable consideration, the receipt and sufficiency of which is hereby mutually
acknowledged, it is agreed by and between the parties as follows:
AGREEMENT
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.
2. PURCHASE PRICE
The purchase price (the "Purchase Price") for the Property shall be $ 100,000.00 (U.S. Currency)
payable at time of closing. The Purchase Price shall be full compensation for the Property conveyed,
including all structures, improvements, fixtures, landscaping, trees, and shrubs, located thereon, and
shall be in full and final settlement of all claims against the Purchaser, including all attorneys' fees,
expert witness fees and costs as provided for in Chapter 73, Florida Statutes. None of this Purchase
Price is attributed to any personal property.
3. CLOSING
(a) TIME IS OF THE ESSENCE. Therefore, the Closing (the "CLOSING
DATE", "DATE OF CLOSING", or "CLOSING") of the transaction shall be held on or before one
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hundred twenty (120) days following execution of this Agreement by the Purchaser. Seller
agrees to deliver to Purchaser three (3) weeks prior to Closing all fully executed closing
documents and documents necessary to convey marketable title free of any liens, encumbrances,
exceptions, or qualifications, subject to Section (b) hereof, unless extended by mutual written
agreement of the parties hereto. The Closing shall be held at Collier County Growth Management
Department, Transportation Engineering Division, 2885 Horseshoe Drive South, Naples, Florida
34104. Purchaser shall be entitled to possession at the time of Closing, unless otherwise
provided herein.
(b) Seller shall convey a marketable title free of any liens, encumbrances,
exceptions, or qualifications, subject to matters disclosed on a survey, and the items referenced
on Section (b)(i)(2) below. Marketable title shall be determined according to applicable title
standards adopted by the Florida Bar and in accordance with law. Within ten (10) days of the
Effective Date of this Agreement, Seller shall provide Purchaser with a copy of any existing title
insurance policy and survey. Three (3) weeks before the Closing, the Seller shall cause to be
delivered to the Purchaser any documents necessary to convey marketable title and the following
documents and instruments duly executed and acknowledged, in recordable form:
(i) General Warranty Deed in favor of Purchaser conveying title to the
Property, free and clear of all liens and encumbrances other than:
1) The lien for current taxes and assessments.
2) Such other easements, restrictions or conditions of record.
0i) Combined Purchaser -Seller closing statement.
(iii) A "Grantor's Non -Foreign, Taxpayer Identification & "Gap" 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.
(iv) A W-9 Form, "Request for Taxpayer Identification and Certification" as
required by the Internal Revenue Service.
(v) Such evidence of authority and capacity of Seller and its
representatives to execute and deliver this Agreement.
(vi) All other documents required to consummate this transaction, as
reasonably determined by Purchaser's counsel and/or title company.
(c) Purchaser shall pay all fees to record any curative instruments required to
clear title, and all Warranty Deed recording fees.
(d) The cost of a Title Commitment shall be paid by Purchaser along with the
cost of a Seller's Form B Title Policy, issued pursuant to the Commitment provided for in Section
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6, "Requirements and Conditions" (below). Furthermore, there shall be deducted from the
proceeds of sale all past due and prior year ad valorem and non -ad valorem taxes and
assessments levied against the parent tract property which remain unpaid as of the date of
Closing.
(e) F. Real Property taxes shall be prorated based on the current year's tax and
paid by Seller. If Closing occurs at a date upon which the current year's millage is not fixed, taxes
will be prorated based upon the prior year's millage.
4. RISK OF LOSS Seller shall maintain the Property in the condition existing on the
Effective Date until Closing or date of Purchaser's possession, whichever is later.
5. EXCAVATED MATERIALS
Purchaser and Seller agree that Seller will excavate fill from the site for Seller's use at no cost to
Purchaser. Purchaser waives any requirement for the Seller to apply for and obtain a commercial
excavation permit for removal of fill. Such excavation and fill removal shall be completed within 4
months of the effective date of this agreement..
Seller hereby agrees to indemnify save, defend and hold harmless Purchaser (including, without
limitation, Purchaser's officers, employees, agents, nominees and residents), from and against any
and all losses, damages (including without limitation, any and all consequential damages), costs,
charges, expenses, claims, demands, causes of action, accounts, sums of money, reckonings,
bounds, bills, covenants, controversies, agreements, promises, variances, trespasses, executions
and liabilities (including reasonable attorneys' fees and costs at all levels and/or negotiations)
whatsoever, at law or in equity, whether in tort, in contract or otherwise which may be asserted or
recovered against Purchaser (including, without limitation, Purchaser's officers, employees, agents,
nominees and residents) whether asserted by suit, proceeding, defenses, counterclaims, setoffs or
otherwise, resulting from the Seller's, it's successors or assigns (including, without limitation, any and
all of its contractors, sub -contractors, agents and nominees) arising from the excavation or removal of
fill pursuant to this Agreement, other than Seller's removal of the fill. This provision shall survive
Closing and is not deemed satisfied by conveyance of title.
6. REQUIREMENTS AND CONDITIONS FOR CLOSING
Upon execution of this Agreement by both parties or at such other time as specified within this
Section, 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:
(a) Within forty-five (45) days after the Effective Date hereof, Purchaser shall
obtain as evidence of title an ALTA Commitment for a Title Insurance Policy with Florida
Modifications covering the Property, together with hard copies of all exceptions shown thereon.
Purchaser shall have thirty (30) 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
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the title unmarketable, Purchaser shall deliver to the Seller written notice of its intention to waive
the applicable contingencies or to terminate this Agreement.
(b) Upon notification of Purchaser's objection to title, Seller shall have thirty (30)
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
commercially reasonable 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 thirty (30) day period, may accept title as it then
is, waiving any objection, without a reduction in the Purchase Price or may terminate the Agreement.
(c) Seller agrees to furnish any existing surveys of the Property in Seller's
possession to Purchaser within ten (10) days of the Effective Date of this Agreement. 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. If the survey provided by Seller or obtained by
Purchaser, as certified by a licensed Florida surveyor, shows: (a) an encroachment onto the
property; or (b) that an improvement located on the Property projects onto lands of others, or (c)
lack of legal access to a public roadway, the Purchaser shall notify the Seller in writing, within
sixty (60) days from the Effective Date of this Agreement, of such encroachment, projection, or
lack of legal access, and Seller shall have the option of curing said encroachment or projection,
or obtaining legal access to the Property from a public roadway. Should Seller elect not to or be
unable to remove the encroachment, projection, or provide legal access to the property within
sixty (60) days, Purchaser may accept the Property as it then is, waiving any objection to the
encroachment, or projection, or lack of legal access, without a reduction in the Purchase Price or
Purchaser may terminate the Agreement, by providing written notice to Seller within seven (7)
days after expiration of said sixty (60) day period.
7. TERMINATION AND REMEDIES
(a) If Seller shall have failed to perform any of the covenants and promises
contained herein, which are to be performed by Seller, within fifteen (15) days of written
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.
(b) 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, whereupon $500 shall be paid to Seller
as liquidated damages, which shall be Seller's sole and exclusive remedy, and neither party shall
have any further liability or obligation to the other except as set forth in Section 10 hereof, "Real
Estate Brokers". Notwithstanding anything to the contrary herein contained, the Purchaser shall
have the right to terminate this agreement without cause, in which event the liquidated damages
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provisions of this Section 1.b shall equally apply and Seller's sole remedy shall be a claim for
payment of $500 as liquidated damages. The parties acknowledge and agree that Seller's actual
damages in the event of Purchaser's default or termination without cause are uncertain in amount
and difficult to ascertain, and that said amount of liquidated damages was reasonably determined
by mutual agreement between the parties, and said sum was not intended to be a penalty in
nature.
(c) 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.
8. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES
Seller intends for Purchaser to rely on the representations contained in this Section in entering into
this Agreement and warrants the following:
(a) Seller has 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.
(b) 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. Prior to Closing, and upon the
request of Purchaser or the Title Company, certified copies of such approvals shall be delivered
to Purchaser or the Title Company.
(c) The warranties set forth in this Article are true on the Effective Date of this
Agreement and as of the date of Closing and shall survive Closing for a period of six (6) months.
(d) Seller and Purchaser agree to do all things which may be required to give
effect to this Agreement immediately as such requirement is made known to them or they are
requested to do so, whichever is the earlier.
(e) 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.
(f) No party or person other than Purchaser has any right or option to acquire
the Property or any portion thereof.
(g) Until the date fixed for Closing or as long as this Agreement remains in force
and effect, Seller shall not encumber or convey any portion of the Property or any rights therein,
i6A31
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.
(h) Seller represents that Seller has 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 Materials as defined herein, or any other activity that
would have toxic results, and no such Hazardous Materials 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 Seller has 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 Hazardous Materials are or were located on
the Property at any time during Seller's ownership thereof. Seller represents none of the
Property has been used as a sanitary landfill.
(i) Seller has no knowledge that the Property, and/or that 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.
Q) 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.
(k) Seller has no knowledge that there are any suits, actions or arbitration, bond
issuances or proposals therefore, 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.
(1) Seller acknowledges and agrees that Purchaser is entering into this
Agreement based upon Seller's representations stated herein 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
0
1643,
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.
(m) Seller represents, warrants and agrees to indemnify, reimburse, defend and
hold Purchaser harmless from 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 survive Closing and are
not deemed satisfied by conveyance of title.
9. NOTICES
Any notice, request, demand, instruction or other communication to be given to either party hereunder
shall be in writing sent by facsimile with automated confirmation of receipt, or registered or certified
mail, return receipt requested, postage prepaid or personal delivery addressed as follows:
The addressees, addresses and numbers for the purpose of this Section 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 addressees, addresses and numbers 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. Notice shall be deemed given in compliance with this Section upon
receipt of automated fax confirmation or upon on the fifth day after the certified or registered mail has
been postmarked, or physical receipt by hand delivery.
10. MISCELLANEOUS
(a) This Agreement may be executed in any manner of counterparts which
together shall constitute the agreement of the parties.
(b) This Agreement and the terms and provisions hereof shall be effective as of
the Effective Date 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.
(c) 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
16 A 3 1
amendment to this Agreement shall be binding upon Purchaser and Seller as soon as it has been
executed by both parties.
(d) 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.
(e) 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.
(f) 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.
(g) 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.
(h) 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 s. 286.23, Fla. Stat., under oath, subject to
the penalties prescribed for perjury, 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.)
(i) This Agreement is governed and construed in accordance with the laws of
the State of Florida.
0) The Effective Date of this Agreement will be the date of execution of this
Agreement by the last signing party.
(k) This Agreement and the exhibits attached hereto contain the entire
agreement between the parties, and there are no promises, representations, warranties or
covenants by or between the parties not included in this Agreement. 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 to this Agreement
16 A 3 1
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first above written.
DATED:,)
AS TO PURCHASER:
ATTEST:
CRYSTAL K. KINZEL, CLERK OF THE
CIRCUIT COURT & COMPTROLLER
BY: �.
i=n
AS TO OLW*
DATED: V 2 d
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
BY: y� �.•�r.,�
Burt L. Saunders, Chairman
WITNESSES: COLLIER LAND HOLDINGS, LTD.
a Florida limited partnership
iauo t
By: Collier Enterprises, Inc.,
(Si nature) a Florida corporation,
1 V2 It's General Pan A
I�f.� �1�7
(Printed Name' � By: n
Patrick . Utter, Vice President
(Sign(ature)
%,yam IcK-1
(Printed Name)
Approved as to form and legality:
Jeniger A. Belpedio
Assistant County Attohidy
PADOCS\28740\00001 \DOC\20F8514. DOC
Itern # 1
Agenda A
Date 1�
Date
Rec'd
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16A31