Backup Documents 03/28/2023 Item #16A 7 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP i 6 A 7
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.
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
NNNN N.
2.
3. County Attorney Office County Attorney Office
Mc inf, 3/54 23
4. BCC Office Board of County
Commissioners RI- 6( /i / i/z I
5. Minutes and Records Clerk of Court's Office �l /Q/ / Z3144t4--
PRIMARY CONTACT INFORMATIO
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 Michelle L.Sweet Phone Number 252-6027
Contact/ Department Transportation Engineering-ROW
Agenda Date Item was Agenda Item Number
Approved by the BCC A (21,311).0.2.3 i 6 A n I
Type of Document nn,,,,--u�� Number of Original
Attached ?l``d ` Tl �" Documents Attached
PO number or account
number if document is OM
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?
2. Does the document need to be sent to another agency for additional signatures? If yes, l
provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. IJ!
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
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. PS '�
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's ,A
signature and initials are required. I
7. In most cases(some contracts are an exception),the original document and this routing slip
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 (enter date)and all changes made N/A is not
during the meeting have been incorporated in the attached document. The County p(itir an option for
Attorney's Office has reviewed the changes,if applicable. —? >-.22'-.Z 3 0U0 I 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 i_,`j on option for
pr'Chairman's signature. ui /19 al line.
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
184
PROJECT: 60198—Veteran's Memorial Parkway
PARCEL: 101 FEE
FOLIO: 00154600000
PURCHASE AND SALE AGREEMENT
,/i PURCHASE AND SALE AGREEMENT ("Agreement") is entered into this 2-o T
HI day of
�/-rJ(C 1 , 2023, by and between A.L. DOUGHERTY CO., INC., a Delaware corporation, whose
mailing address is 1385 Warren Avenue, Suite B, Downers Grove, IL 60515 ( "Seller"), and COLLIER
COUNTY, a political subdivision of the State of Florida, whose mailing address is 3299 Tamiami Trail East,
c/o County Attorney's Office, Suite 800, Naples, FL 34112 (the"County").
Recitals:
A. Seller owns certain real property in Collier County, Florida, consisting of vacant land, legally
described as follows (the"Property"):
THAT PORTION OF THE NORTH 268.54 FEET OF THE NORTHEAST Y4 OF SECTION
16, TOWNSHIP 48 SOUTH, RANGE 25 EAST, THAT LIES EASTERLY OF THE US
HIGHWAY 41 RIGHT-OF-WAY, COLLIER COUNTY, FLORIDA.
B. The County desires to purchase the Property from Seller, and Seller desires to sell the
Property to the County.
NOW THEREFORE, the parties agree as follows:
1. AGREEMENT TO SELL AND PURCHASE. Seller hereby agrees to sell, and the County
hereby agrees to purchase the Property on the terms and conditions set forth in this Agreement.
2. COMPENSATION.
A. Amount. The compensation payable by the County for the Property shall be $3,400,000,
subject to prorations, apportionments, and distribution of sales proceeds provided for in this Agreement.
No portion of the compensation is attributable to personal property.
B. Full Compensation. The payment of the net sales proceeds to Seller or as provided for in
Section 12 below, payable by County check at Closing (defined below), shall be (i) full compensation for
the Property, including, without limitation, any improvements located on the Property as of the date of this
Agreement; and (ii) full and final settlement of all other damages and expenses suffered or incurred by
Seller in connection with Seller's conveyance of the Property to the County, whether foreseen or
unforeseen, including, without limitation, and to the extent applicable, attorneys' fees, expert witness fees
and costs as provided for in Chapter 73, Florida Statutes.
3. PUBLIC DISCLOSURE. If Seller holds title to the Property in the form of a partnership, limited
partnership, corporation, trust, or any form of representative capacity whatsoever for others, Seller shall,
before the full execution of this Agreement, make a written public disclosure, according to Section 286.23,
Florida Statutes, 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 the Property is conveyed to the County.
The foregoing notwithstanding, (i) if Seller is a corporation 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 exempt from the provisions of Section 286.23, Florida Statutes,and(ii)the names and addresses
of persons or entities holding less than 5 percent of the beneficial interest in the disclosing entity are not
required to be disclosed.
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4. CLOSING DATE; POSSESSION.
A. Closing Date. Seller's conveyance of the Property to the County (the "Closing") shall occur
within 30 days of the County's receipt of all properly executed Closing Documents (defined below). TIME
IS OF THE ESSENCE. The Closing shall take place at the offices of the County's Transportation
Engineering Division, 2885 Horseshoe Drive South, Naples, Florida 34104.
B. No Adverse Changes; Risk of Loss. The County's obligation to close shall be contingent
upon the County having determined that, between the date that the County completes its due diligence
investigations and inspections under this Agreement and the Closing, there shall have been no adverse
changes in the title, physical condition of the Property, or other matters previously approved by the County.
Between the date of the parties' execution of this Agreement and the Closing, risk of loss shall be borne by
Seller. If the Property is damaged prior to Closing, excluding damage caused by the County, the County
shall notify Seller of such damage, and Seller shall have fifteen (15) business days to evaluate such damage
and notify the County as to whether the Seller will attempt to repair and restore the Property to the
equivalent of its condition prior to such damage. If Seller timely notifies the County that Seller will not
attempt to repair and restore such damage, then the County may terminate this Contract. If Seller timely
notifies the County that Seller will, at Seller's expense, attempt to repair and restore such damage, then
Seller shall have thirty (30) days in which to do so, and if Seller fails to so notify the County or notifies it will
attempt to repair and restore such damage but fails to do so within said thirty (30) day period then the
County may terminate the Contract.
C. Possession. Seller discloses to the County that Seller has no personal property situated on
the Property. Seller shall vacate, and surrender possession of the Property to the County at Closing. Seller,
at its sole expense, and to the extent applicable, shall pay all utility expenses (e.g., electricity, gas, water,
sewer, phone, internet, cable), maintenance and repair expenses, cost of pest control, landscaping,
security, and other routine services, and all other expenses associated with the Property that accrue
through the date of Closing. Seller shall leave the Property free of all personal property and debris and in
substantially the same condition as exists on the date of Seller's execution of this Agreement. The County
shall have the right to inspect the Property prior to Closing.
5. CLOSING DOCUMENTS. Seller discloses to the County that Seller has no property survey or
title insurance policy for the Property. As soon after the parties' execution of this Agreement as is possible,
Seller shall deliver the following documents to the County, properly executed and in a form approved by
the Collier County Attorney's Office (the "Closing Documents"):
(a) Warranty Deed;
(b) Closing Statement;
(c) Affidavit of Title;
(d) Form W-9 (Request for Taxpayer Identification Number and Certification);
(e) Evidence of legal authority and capacity of the individual executing this Agreement on behalf
of Seller to execute and deliver this Agreement and the Closing Documents;
(f) A Satisfaction, Release, or Termination from the holder of each mortgage or other lien open
of record encumbering the Property;
(g) Evidence of termination of any leases or rental agreements that encumber the Property; and
(i) Such other documents as the County or title company deems necessary or appropriate to
clear title to the Property.
The County will provide to Seller for execution, any termination or vacation of any existing easement that
encumbers the Property that the County desires to be released and discharged of record, at the County's
sole cost and expense. Seller will cooperate with the County as to any such termination or vacation, and
will execute the same no later than Closing. In addition, following the Closing, Seller shall execute any and
all additional documents as may be requested by the County or title company to correct clerical errors, clear
title, or otherwise carry out the intent of the parties.
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6. CLOSING COSTS AND DEDUCTIONS.
A. County's Closing Costs. At Closing, the County shall pay (i) the recording fees to record the
conveyance instrument(s) and any curative instruments required to clear title; and (ii)the cost of an owner's
policy of title insurance if the County elects to obtain one. Additionally, the County may elect to pay
reasonable costs incurred and/or processing fees required by mortgagees or other lien holders in
connection with the delivery of properly executed Satisfaction, Releases, or Terminations of any liens open
of record encumbering the Property. The County shall have sole discretion as to what constitutes
"reasonable costs and/or processing fees.
B. Seller's Closing Costs. The parties record that the Property is being acquired under threat
of condemnation and the conveyance is exempt from the payment of state documentary stamp taxes. At
Closing, Seller shall pay (i) the cost of discharging any outstanding mortgages and other indebtedness
secured by a lien on the Property; and (ii) all taxes and assessments that are due and payable.
C. Prorations. Ad valorem and non-ad valorem taxes shall be prorated as of the date of
Closing, with the County entitled to the date of Closing, based upon the most current assessment available,
without discount, provided that if the current year's tax bill is not yet available, but a TRIM Notice has been
issued, the ad-valorem taxes shall be prorated based upon the amount set forth therein.
7. INSPECTIONS.
A. Inspections. Following the date of the parties' execution of this Agreement, the County shall
have the right, at its sole cost and expense, to conduct whatever investigations and inspections of the
Property that it deems appropriate, including, without limitation, a title examination, property survey,
appraisal, environmental assessments, engineering studies, soil borings, determination of compliance of
the Property with applicable laws, and the like. Seller shall provide the County with reasonable access to
the Property to conduct on-site inspections. The County shall promptly repair any damage to the Property
caused by such on-site inspections.
B. County's Right to Terminate. Notwithstanding anything in this Agreement to the contrary, the
County's obligations under this Agreement to acquire the Property are contingent upon the County's
satisfaction with the Property, including, without limitation, as revealed by the County's investigations and
inspections as set forth herein. If, prior to the Closing, the County identifies any objectionable matters and
determines that such objections cannot be resolved to the County's satisfaction through reasonable
diligence, within a reasonable period of time, and at a reasonable cost, all as determined by the County in
its sole discretion, the County shall have the right to terminate this Agreement by written notice to Seller,
whereupon neither party shall thereafter have any rights or obligations under this Agreement. The County
may, but shall not be required to, provide Seller with an opportunity to rectify such objections. In the event
that the County raises any such objections, Seller shall have no obligation to rectify or otherwise resolve
such objections, and upon receipt of any such notice of objections from the County, the Seller shall have
fifteen (15) business days thereafter in which to evaluate such objections and notify the County as to
whether the Seller will attempt to cure any such objections. If Seller timely notifies the County that Seller
will not attempt to cure any such objections, then the County may terminate this Contract. If Seller timely
notifies the County that Seller will, at Seller's expense, attempt to cure any such objections, then Seller
shall have thirty(30)days in which to do so, and if Seller fails to so notify the County or notifies it will attempt
to attempt to cure such objections but fails to do so within said thirty (30) day period then the County may
terminate the Contract.
8. SELLER'S REPRESENTATIONS AND WARRANTIES. Seller makes the following
representations and warranties to Seller's actual knowledge and believe without any investigation or inquiry,
on the date of Seller's execution of this Agreement, and shall be deemed to have repeated same at Closing:
(a) Seller is the sole owner of fee simple title to the Property and has full right, power, and
authority to own and operate the Property, to execute this Agreement, and to fulfill Seller's
obligations under this Agreement and the Closing Documents.
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(b) No tenant or other party has any right or option to acquire the Property or to occupy the
Property, or, if applicable, Seller shall disclose same to the County in the applicable Closing
Documents.
(c) Seller's title to the Property is free and clear of all mortgages and other liens and
encumbrances, except as may be disclosed in the title commitment, title report, or attorney
title opinion obtained or to be obtained prior to the Closing.
(d) Between the date of Seller's execution of this Agreement and the Closing, Seller shall not do
anything to encumber the title to the Property, or convey the Property to a third party, or grant
to any third party any rights of any kind with respect to the Property, or do anything to change
or permit to be changed the physical condition of the Property, without in each instance
obtaining the County's prior written consent, which may be granted or withheld in the
County's sole discretion.
(e) No maintenance, construction, advertising, management, leasing, employment, service, or
other contracts affecting the Property shall remain in effect following the Closing.
(f) There are no governmental proceedings or investigations of any kind, formal or informal, civil
or criminal, pending or threatened, that may affect the Property or adversely affect Seller's
ability to perform Seller's obligations under this Agreement.
(g) The Property is in compliance with all federal, state and local laws, including, without
limitation, environmental laws; no unsafe levels of radon, mold, lead, or other pollutants or
hazardous substances have been used, generated, stored, treated, or removed from the
Property, nor is there any lawsuit, proceeding, or investigation regarding same; the Property
has never been used as a landfill, and there are no underground storage tanks on the
Property; there has been no spill, contamination, or violation of environmental laws pertaining
to any contiguous property; and Seller has not received notice and otherwise has no
knowledge of any existing or threatened environmental lien against the Property.
(h) Seller has not utilized a real estate broker or agent in connection with Seller's sale of the
Property to the County and no real estate sales commission is due.
(i) None of the improvements located on the Property, if any, encroach upon adjoining
properties, and no improvements located on adjoining properties encroach upon the
Property.
9. DEFAULT; REMEDIES. If either party fails to perform any of its obligations under this
Agreement and fails to cure such failure within 15 days after receiving written notice thereof from the non-
defaulting party, the non-defaulting party shall have the right to terminate this Agreement by giving written
notice of termination to the defaulting party; without limitation of any other rights and remedies available to
the non-defaulting party at law or in equity, including, without limitation, the right to seek specific
performance, and to recover damages, including attorney fees and court costs, in connection with such
default; all rights and remedies being cumulative.
10. INDEMNIFICATION; WAIVER OF CLAIMS. For a period of one (1) year after Closing, Seller
shall indemnify, defend, and hold the County harmless from and against all claims and actions asserted
against the County, and all damages, losses, liability, penalties, fines, costs and expenses, including,
without limitation, attorney fees and court costs, suffered or incurred by the County, arising from (i) Seller's
representations and warranties in this Agreement or in any of the Closing Documents if untrue; or(ii)Seller's
failure to perform any of Seller's obligations under this Agreement, irrespective of whether the County
delivers a written notice of default to Seller; or (iii) injuries, accidents or other incidents occurring on the
Property prior to Closing.
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11. NOTICES. All notices given by either party to the other under this Agreement shall be in
writing and shall be personally delivered, or delivered by a traceable courier, or mailed by U.S. certified
mail, to the parties at their respective addresses set forth in the introductory paragraph of this Agreement,
or such other address as may be specified by either party from time to time by written notice to the other
party. Notices shall be deemed given on the date of receipt if personally delivered, or delivered by courier,
or 3 days after mailing.
12. 1033 EXCHANGE. The County acknowledges that the Seller may opt to complete a tax-
deferred exchange under Internal Revenue Code Section 1033. The County agrees to reasonably
cooperate as long as it does not delay the closing past April 30, 2023 or cause additional expense to the
County. The County agrees that if the Seller opts to complete the tax deferred exchange, the Seller may
assign the rights but not the obligations of this agreement to a Qualified Intermediary to be named no later
than 4 weeks prior to the closing and the Compensation will be payable to the named Qualified
Intermediary.
13. GENERAL PROVISIONS.
A. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon
the parties and their respective heirs, executors, personal representatives, successors and permitted
assigns.
B. Assignment. The parties shall not assign any rights or obligations under this Agreement to
a third party without the prior written consent of the other party.
C. Entire Agreement. This Agreement constitutes the entire agreement of the parties as
pertains to the subject matter hereof, and there are no prior or contemporaneous written or oral agreements,
undertakings, promises, warranties, or covenants not contained herein.
D. Amendments. All amendments to this Agreement must be in writing and signed by both
parties.
E. Time Periods. If any deadline or expiration of any time period provided for hereunder falls
on a Saturday, Sunday or legal holiday, such deadline or expiration shall be extended to the following
business day.
F. Survival. All provisions of this Agreement that are not, or by their nature cannot be,
performed prior to the Closing, including, without limitation, Seller's representations, warranties, indemnity
obligations, shall survive the Closing for a period of one (1) year and shall then expire and be of no further
force or effect whatsoever.
G. Severability. If any provision of this Agreement is determined to be legally invalid or
unenforceable, such provision shall be severed from this Agreement, and the remaining provisions of this
Agreement shall remain in full force and effect.
H. No Waiver. No party shall be deemed to have waived its right to enforce any specific
provision of this Agreement unless such waiver is in writing. Any such written waiver shall be applicable
only to the specific instance to which it relates and shall not be construed as a continuing waiver as to future
instances or as a waiver of any other provision.
I. Governing Law; Venue. This Agreement shall be governed and construed in accordance
with the laws of the State of Florida. All disputes arising under this Agreement shall be brought solely in
the courts in Collier County, Florida, and the parties hereby agree to said venue.
SIGNATURES APPEAR ON THE FOLLOWING PAGE
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IN WITNESS WHEREOF, the parties have executed this Agreement on the dates indicated
below, effective as of the date this Agreement is executed by the County.
Date: / - 3 , 2023 SELLER:
A.L. DOUGHERTY CO., INC.,
a Delaware corporation
BY: (w „t_a_ \ 6/Ues _
SARA D. UNG I, P ent
Date:friege / Z$7y , 2023 COUNTY:
ATTEST:
CRYSTAL K. KINZEL:Clerk of the BOARD OF COUNTY COMMISSIONERS
Circuit Court&Comptroll'er`/_ COLLIER COUNT ORIDA
---) '-1 -1 -,, '
g N. f �
By: •
.' '. !- I s'. Will /BY:
Deputy Clerk ydpr RICK LoCASTRO, Chairperson
Attest as to Chairman's'
i _ signatulreontyt ,,a''`
Ap ov d as to form and I gality:
' 1--lj
Derek D. Perry, Esq.
Assistant County Attorney ,v
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Last Revised 5/13/22
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