Backup Documents 06/08/2021 Item #16A16 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 16 A 16
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. County Attorney Office County Attorney Office
Y;a44.51 �
2. BCC Office Board of County c Ca) 61412. 1
Commissioners
3. Minutes and Records Clerk of Court's Office
4 (.9-tP2-1 a;111 A01
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 June 8,2021 Agenda Item Number 16.A. t (D
Approved by the BCC
Type of Document • Number of Original
Attached Agreement Documents Attached 1
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? •
2. Does the document need to be sent to another agency for additional signatures? 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'06/08/2i21 and all changes made during N/A is not
the meeting have been incorporated in the attached document. The County KD 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 /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.
Scan under Project 60065—Randall Blvd: Parcel POND3EA
Please email a copy of the signed Agreement,to Karen.Dancsec@CollierCountyFL.gov
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
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PROJECT: 60065 Randall Blvd.
PARCEL: POND3EA
FOLIO NO: 40230040201
PURCHASE AGREEMENT
(for Stormwater Retention Pond Sites)
THIS PURCHASE AGREEMENT is made and entered into on this B day of
, 2021 , by and between ELAH HOLDINGS LLC, a Florida limited
liab y company, whose mailing address is 2590 Golden Gate Parkway, Suite 106,
Naples, Florida 34105 (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 as:
The North 365 feet of Tract 1 , less the East 30 feet thereof, Golden Gate
Estates, Unit 69, according to the plat thereof, as recorded in Plat Book 7,
Page 65, of the Public Records of Collier County, Florida,
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 Randall Boulevard Project No. 60065; 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:
1. 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 ONE HUNDRED
SIXTY THOUSAND DOLLARS ($160,000.00) (U.S. Currency) payable at time of closing.
The Purchase Price, subject to the apportionment and distribution of proceeds pursuant
to Paragraph 3D of this Agreement, 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,
Cry,
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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 AND MARKETABLE TITLE
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 hundred twenty (120) days following execution of this Agreement by the
Purchaser or within thirty (30) days of receipt by purchaser of all fully executed
closing documents and documents necessary to convey marketable title free of any
liens, encumbrances, exceptions, or qualifications, whichever is later, 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 obtain from the holders of any liens, exceptions and/or qualifications
encumbering the Property the execution of such instruments which will remove,
release or subordinate such encumbrances from the Property upon their recording
in the public records of Collier County, Florida. 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. 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:
1. General 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.
2. Combined Purchaser-Seller closing statement.
3. An Affidavit of Title 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.
4. A Limited Liability Company Affidavit.
5. A Publix Disclosure Affidavit.
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6. A W-9 Form, "Request for Taxpayer Identification and Certification" as
required by the Internal Revenue Service.
7. Such evidence of authority and capacity of Seller and its representatives to
execute and deliver this Agreement.
8. All other documents required to consummate this transaction, as reasonably
determined by Purchaser's counsel and/or title company.
C. At the time of Closing, the Purchaser, or its assignee, shall cause to be delivered
to the Seller a County Warrant in an amount equal to Net Cash to Seller on the
Closing Statement. No funds shall be disbursed to Seller until there is verification
that there has been no adverse change to the state of the title to the Property since
the date of the last title commitment, referenced in Section 6 "Requirements and
Conditions for Closing" below, and the title company is irrevocably committed to
issue the Owner's title policy to the Purchaser in accordance with the commitment.
D. Purchaser shall pay all fees to record any curative instruments required to clear
title, and all Warranty Deed recording fees.
E. 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 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.
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, except for any Remedial
Action agreed to by Seller under Section 4B above. Any future loss and/or damage to
the Property between the Effective Date and the Closing or date of Purchaser's
possession, whichever is earlier, shall be at Seller's sole risk and expense.
5. 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
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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 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 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 thirty
(30) day period, may accept title as it then is, waiving any objection, 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, or Purchaser may terminate the Agreement, by providing written
notice to Seller within seven (7) days after expiration of said sixty (60) day period.
6. 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,
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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 provisions of this Section 1.6 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.
7. 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. Purchaser's acceptance of a deed to the
said Property shall not be deemed to be full performance and discharge of every
agreement and obligation on the part of the Seller to be performed pursuant to the
provisions of this Agreement.
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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, 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 or prior to 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.
J. 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.
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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.
L. 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 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.
8. 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:
If to Purchaser: Transportation Engineering Division
Attn: Robert Bosch
Right-of-Way Acquisition Manager
2885 South Horseshoe Drive
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Naples, Florida 34104
Telephone 239-252-5843
Fax 239-252-5885
With a copy to: Office of the County Attorney
Attn: Jeff Klatzkow
County Attorney
3299 Tamiami Trail East
Suite 800
Naples, Florida 34112
Telephone 239-252-8400
Fax 239-252-0225
If to Seller: Elah Holdings LLC
Attn: Erik Mogelvang
2590 Goldengate Parkway
Naples, Florida 34105
Telephone:
Fax
With a copy to:
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.
9. REAL ESTATE BROKERS
All brokerage commissions or fees shall be the sole responsibility of the Seller and shall
be paid at Closing. Seller shall indemnify County from and against any claim or liability
for commission or fees to any broker or any other person or party claiming to have been
a procuring clause or engaged by Seller as a real estate broker, salesman or
representative, in connection with this Agreement.
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.
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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 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.
J. 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.
L. TIME IS OF THE ESSENCE to this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first above written.
AS TO PURCHASER:
DATED: (v I� �Z'1
ATTEST: BOARD OF COUNTY COMMISSIONERS
CRYSTAL K. KINZEL, Clerk of the COLLIER OUNTY, FLORIDA
Circuit Court & Comptroller
BY: BY:
Deputy Clerk ,1 j P R, Chair on
Attest as to Chairman's
signature only.
AS TO SELLER:
ELAH HOLDINGS LLC,
DATED: 114PH ' , ao2 0 a Florida limited liability company
WITNESSES:
BY:
.Wignature) ' ERIC MO ELV NG, nager
O0;eiL, 1'q1-6s
(Printed Name)
(Signature)
(Printed Name)
Approved as to form and legality:
c)3')
Jennifer A. Belpedio CD\12
Assistant County Attorney