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Backup Documents 07/11/2023 Item #16B 7 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 16 8 7 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 exce tion of the Chairman's si nature draw a line throw h routin lines#1 throw h#2 corn lete the checklist,and forward to the Coun Attorney Office. Route to Addressee s (List in routing order) Office Initials Date 1. 3. County Attorney Office County Attorney Office D D e --( I 1112 3 4. BCC Office Board of County Commissioners la it// j IS/ 7/,i/ 3 5. Minutes and Records Clerk of Court's Office f 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 Robin L.Goldsboro Phone Number 252-5880 Contact/Department Transportation Engineering-ROW Agenda Date Item was July 11,2023 Agenda Item Number '�j Approved by the BCC 25-874 - I (p Type of Document Number of Original Attached Agreement Documents Attached 1 PO number or account number if document is N/A 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? RLG 2. Does the document need to be sent to another agency for additional signatures? If yes, provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. N/A 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 N/A 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. RLG 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's signature and initials are required. RLG 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! N/A 8. The document was approved by the BCC on 7-11-2023 (enter date)and all changes made during the meeting have been incorporated in the attached document. The County Attorney's Office has reviewed the changes,if applicable. RLG 9. Initials of attorney verifying that the attached document is the version approved by the ,Q BCC,all changes directed by the BCC have been made,and the document is ready for the 00 Chairman's signature. 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 1b87 PROJECT: 60249 PARCEL: 1464FEE FOLIO: 40520280001 PURCHASE AND SALE AGREEMENT (improved property, without extended possession) TH THIS PURCHASE AND SALE AGREEMENT ("Agreement") is entered into this 1I day of Tv Ly , 2023, by and between BRAZIL FLORIDA CONSTRUCTION, LLC, a Florida Limited Liability Company. whose mailing address is 1456 SE 14th Terrace, Cape Coral, Florida 33990, ("Seller"), and COLLIER COUNTY, a political subdivision of the State of Florida, whose mailing address is 3299 Tamiami Trail East, do County Attorney's Office, Suite 800, Naples, FL 34112 (the"County"). Recitals: A. Seller owns certain real property in Collier County, Florida, legally described as: The North 165 feet of Tract 4, Golden Gate Estates, Unit No. 74, according to the plat thereof as recorded in Plat Book 5, page 10, of the Public Records of Collier County, Florida. (the land, together with any and all buildings, structures, fixtures, equipment, built-in appliances, landscaping, and other improvements being referred to herein collectively as the "Property") together with the following items: refrigerators, stoves, dishwashers, microwaves, washers, dryers, garage door openers and remotes, and security devices. The term "Property" does not include Seller's furniture or furnishings (e.g., lamps, rugs, wall hangings) (collectively, "Seller's Personal Items"). 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 $740,000.00, 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, payable by County check at Closing (defined below), shall be (i) full compensation for the Property, including, without limitation, all 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, moving expenses, 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 1 (', 16B7 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. 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, Seller shall repair and restore the Property at Seller's expense. C. Possession. Seller shall remove Seller's Personal Items, vacate, and surrender possession of the Property to the County at Closing. Seller, at its sole expense, 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 in "broom clean" condition, free of all debris, with all Systems and Equipment in Working Condition (defined below), 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. As soon after the parties' execution of this Agreement as is possible, Seller shall (i) provide the County with a copy of Seller's property survey and title insurance policy for the Property, if any, and (ii) 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; (h) A termination or vacation of any existing easement that encumbers the Property, if required by the County; and (i) Such other documents as the County or title company deems necessary or appropriate to clear title to the Property. 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. 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 2 1687 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. At Closing, Seller shall pay (i) all real estate broker/agent commissions and fees; (ii) all state documentary stamp taxes required on the conveyance instrument(s) in accordance with Section 201.01, Florida Statutes, unless the Property is acquired under the threat of condemnation, in which case the conveyance is exempt from state documentary stamp taxes; (iii) the cost of discharging any outstanding mortgages and other indebtedness secured by a lien on the Property; (iv) all taxes and assessments that are due and payable; and(v)the full amount of condominium/homeowner association special assessments and governmentally imposed liens or special assessments (other than CDD/MSTU assessments)which are a lien or a special assessment that is certain as to the identity of the lienor or assessor, the property subject to the lien or special assessment, and the amount of the lien or special assessment. If the Property is located within a Community Development District ("CDD") or Municipal Service or Benefit Taxing Unit ("MSTU"), the County shall assume any outstanding capital balance. C. Prorations. The following items shall be prorated as of the date of Closing, with the County entitled to the date of Closing: (i) ad valorem and non-ad valorem taxes 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; (ii) condominium/homeowner association assessments (other than those required to be paid in full under subparagraph B of this paragraph), and (iii) CDD/MSTU operating and maintenance assessments. 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, building inspections, 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. 8. SELLER'S REPRESENTATIONS AND WARRANTIES AS TO PHYSICAL CONDITION. Seller makes the following representations and warranties on the date of Seller's execution of this Agreement, and shall be deemed to have repeated same at Closing: (a) Hidden Defects. Seller knows of no facts or conditions materially affecting the value of the Property, except those that are readily observable by the County or that have been disclosed by Seller to the County in writing prior to the date of the County's execution of this Agreement. (b) Radon Gas. Florida law requires the following disclosure: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon 3 1687 and radon testing may be obtained from your county health department. Seller has no knowledge of the existence of radon on the Property or any radon mitigation having been performed on the Property. (c) Lead Based Paint/Paint Hazards. If construction of the residence on the Property was commenced prior to 1978, Seller is required to complete, and the parties are required to sign and attach to this Agreement, the addendum entitled "Lead-Based Paint and/or Lead-Based Paint Hazards Attachment to Sales Contract: Disclosure of Information and Acknowledgement." (d) Mold. Molds are commonly found both indoors and outdoors. Interior infestation by certain molds may cause property damage and health problems for some persons. Seller has no knowledge of any mold remediation having been performed on the Property. (e) General. Except as to any facts or conditions disclosed to the County as required under subparagraph (a) of this paragraph, Seller warrants that all items included in this Agreement, including, without limitation, appliances and equipment; sprinkler, well, septic, heating, cooling, electrical, plumbing and security systems; major mechanical components; roof, including fascia and soffits; ceiling, structural walls, and foundation; swimming pool, spa and pool/spa deck; seawalls, docks, boat lifts/davits and related electrical and mechanical components, if any (collectively, "Systems and Equipment") are in Working Condition. "Working Condition" shall mean operating in a manner in which the Systems and Equipment were designed to operate. The roof, ceiling, interior and exterior walls, foundation, swimming pool, spa, and pool/spa deck, if any, shall be considered in Working Condition if structurally sound and watertight. Seawalls and docks, if any, shall be considered in Working Condition if structurally sound. Seller shall not be required to repair or replace any Cosmetic Condition. "Cosmetic Condition" shall mean an aesthetic imperfection that does not affect the Working Condition of the item, including corrosion; tears; worn spots; discoloration of floor covering or wallpaper or window treatments; missing or torn screens; nail holes; scratches; dents; chips; caulking; pitted pool surfaces; minor cracks in windows, driveways, sidewalks, spa/pool decks, and garage, tile, lanai and patio floors; cracked roof tiles, curling or worn shingles and limited roof life; so long as there is no evidence of structural damage or leakage. 9. SELLER'S ADDITIONAL REPRESENTATIONS AND WARRANTIES. Seller makes the following additional representations and warranties 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. (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. 4 � ,4 , / 7s i 1687 (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 utilized a real estate broker or agent in connection with Seller's sale of the Property to the County. Any real estate sales commission or other fees attributable thereto shall be the sole expense of the Seller. (i) None of the improvements located on the Property encroach upon adjoining properties, and no improvements located on adjoining properties encroach upon the Property. 10. 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. 11. INDEMNIFICATION; WAIVER OF CLAIMS. 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, damage to Seller's personal property, or other incidents occurring on the Property prior to Closing. 12. 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. 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. 5 'Y. 1 6 B 7 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. 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. 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. {SIGNATURE PAGE FOLLOWS} 6 1687 Date: y 2 / TH �� _2023 SELLER: BRAZIL FLORIDA CONSTRUCTION, LLC, a Florida Limited Liability Company, �e��(ana�a sdlo�+ -�-�C.lLi det,-? .• 30 p1tlN01138tlitll By: NELSON MANCHIN ARIAS, Manager 7-0Date: 3-U L 1 , 1 , 2023 COUNTY: ATTEST: CRYSTAL K. KINZEL, Clerk of the BOARD OF COUNTY COMMISSIiNERS Circuit Court & Comptroller COLLIER COUNTY, FLORIDA 00. By By: / . r. ■.. Deputy 'terk RICK LoCASTRO, Chairman Attest as to Ch � ix: Tabelionato de Notes Rua Mal.Deodoro,945-Curitiba-PR "'"'^%� Edson Aparccido Villa do Camillo—Tabcliao lap 3039-8417/www.tabelionatol2.not.br si.gnature,'•";Y.:' `4 JRecnntrHro por VERDADEIRA a(s)rlrna(s)r=NELSON MACHIN —©•r r ARIAS. `f'}i • Fy�.' Curtiba-PR,24 Z123 S!. , • +.k.. ' `4�.. •averdade �,°.ti 1' Em last ■ Ik - .. • $11 014" • Esc•everte-GIs)e I Mad, Frizon Nogueira ErnoLlrertos'.R3'0,73 - NDEP R$0,54 Selo R$1,00 FunreJus R$ 2,6B ISS.Qh R$.0,43 T•tal R$15,38 Appr• -• as to form and legality: Sr,lo.SFTH'.AG5.o.4W E-8ykItF368q-Consultar ern ittp:iiselo.funarpec. .br Boa 1 y a.. DEREK D. PERRY, ESQ. it Assistant County Attorney ` 13 ti S`� 0 prelate documento,pare produzir rialto no Brasil a para valer contra tarceiros, deviiri se" oficielr^ixr`' Rr ?:`f;. r.,r r it ,. Last Revised 1/5/23 7 C>