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Agenda 07/09/2024 Item #16B 1 (Approve an Agreement for the purchase of a parcel (Parcel 543FEE) Required for the 62nd Ave NE Bridge Project No.60212 Estimated FY Impact $192,000)07/09/2024 EXECUTIVE SUMMARY Recommendation to approve an Agreement for the purchase of a parcel (Parcel 543FEE) required for the 6211 Ave NE Bridge Project (Project No. 60212). Estimated Fiscal Impact: $192,000. OBJECTIVE: To acquire a parcel needed for the 62,d Ave NE Bridge Project (the "Project"), which will reduce traffic congestion and improve connectivity by constructing a bridge over the Golden Gate Main Canal and extending 40' Street NE to 62 nd Ave NE. CONSIDERATIONS: Collier County is seeking to purchase a fee simple parcel (Parcel 543FEE) which is needed for the Project. The unimproved tract, owned by Eric F. Dube, is located at the south end of 40' Street NE, approximately 660 feet north of 62nd Avenue NE intersection. The parcel is 2.81 acres in extent and rectangular in shape and is needed to connect 40' Street NE with 62nd Avenue NE. Mr. Dube was intending to develop this property with a single-family home within the next two years. The attached appraisal report prepared by Collier County Review Appraiser, Lisa Barfield, dated May 22, 2024, estimates the full total compensation amount for the Parcel 543FEE to be $179,200. Collier County staff has negotiated a purchase price of $190,000, including all costs and attorney fees, pending approval by the Board of County Commissioners (the "Board"). If the parcel is not acquired by negotiation, it will have to be condemned. Should condemnation become necessary, the County will be required to pay attorney fees and expert witness fees according to sections 73.091 and 73.092, Florida Statutes, plus other expenses related to condemnation. Moreover, acquiring this property now, while it remains undeveloped, will greatly reduce acquisition costs. Staff accordingly recommends that the Board approve the Agreement, as a better result is not expected if parcel 543FEE is condemned. This item is consistent with the Collier County strategic plan objective to design and maintain an effective transportation system to reduce traffic congestion and improve the mobility of our residents and visitors. FISCAL IMPACT: Funds in the amount of $192,000 will be required, being the negotiated compensation amount of $190,000 and estimated closing and recording fees not to exceed $2,000. The source of funding for the acquisition of right-of-way is the Infrastructure Sales Tax Fund (3018), 62nd Ave NE Bridge Project (60212). No maintenance costs are anticipated until such time as the Project is constructed. GROWTH MANAGEMENT IMPACT: The recommendation is consistent with the Long -Range Transportation Plan and Objective I of the Transportation Element of the Collier County Growth Management Plan to maintain the major roadway system at an acceptable Level of Service. LEGAL CONSIDERATIONS: This item has been reviewed by the County Attorney's Office. No one involved is happy with the cost of this proposed acquisition, but if the County needs to acquire Parcel 543FEE by eminent domain, the costs of acquisition will be significantly greater than the proposed compensation and could lead to substantial project delays and costs. With that noted, this item is approved as to form and legality and requires majority vote for approval. -DDP RECOMMENDATION: Approve the attached Agreement and authorize the Chairman to execute same on behalf of the Board; Accept the conveyance of Parcel 543FEE and authorize the County Manager, or her designee, to record the conveyance instrument in the public records of Collier County, Florida; Authorize the payment of all costs and expenses that Collier County is required to pay under the terms of the Agreement to close the transaction; and Authorize the County Manager or her designee to take the necessary measures to ensure the County's performance in accordance with the terms and conditions of the Agreement. Packet Pg. 331 07/09/2024 Prepared By Ronald Thomas, Property Acquisition Specialist 1, Right -of -Way Acquisition, Transportation Engineering Division. ATTACHMENT(S) 1. Aerial Exhibit - 543FEE(PDF) 2. Appraisal Dube 60212 543FEE DOV 20 May 2024 (PDF) 3. Agreement - 543FEE (PDF) I Packet Pg. 332 07/09/2024 COLLIER COUNTY Board of County Commissioners Item Number: 16.13.1 Doe ID: 29024 Item Summary: Recommendation to approve an Agreement for the purchase of a parcel (Parcel 543FEE) required for the 62nd Ave NE Bridge Project (Project No. 60212). Estimated Fiscal Impact: $192,000. Meeting Date: 07/09/2024 Prepared by: Title: Property Aquisition Specialist I — Transportation Engineering Name: Ronald Thomas 05/29/2024 8:20 AM Submitted by: Title: Division Director - Transportation Eng — Transportation Engineering Name: Jay Ahmad 05/29/2024 8:20 AM Approved By: Review: Transportation Management Services Department Jeanne Marcella Department Transportation Engineering Robert Bosch TMSD Reviewer Transportation Engineering Anthony Khawaja TMSD Reviewer Transportation Engineering Marlene Messam TMSD Reviewer Transportation Engineering Lisa Taylor TMSD Reviewer Transportation Management Operations Support Tara Castillo Road Maintenance Marshal Miller TMSD Reviewer Road Maintenance Ellen Sheffey TMSD Reviewer Transportation Management Services Department Trinity Scott County Attorney's Office Office of Management and Budget County Attorney's Office Community & Human Services County Manager's Office Board of County Commissioners Derek D. Perry Level 2 Attorney Review Debra Windsor Level 3 OMB Gatekeeper Review Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Maggie Lopez OMB Reviewer Geoffrey Willig Level 4 County Manager Review Geoffrey Willig Meeting Pending Transportation Management Services Completed 05/29/2024 9:41 AM Completed 05/29/2024 10:16 AM Completed 05/29/2024 12:48 PM Completed 05/30/2024 6:58 AM Completed 06/03/2024 7:23 AM TMSD Reviewer Completed 06/04/2024 8:21 AM Completed 06/06/2024 4:25 PM Completed 06/10/2024 11:28 AM Transportation Completed 06/10/2024 3:35 PM Completed 06/13/2024 5:46 PM Completed 06/14/2024 8:39 AM Completed 06/14/2024 8:47 AM Completed 06/17/2024 8:52 AM Completed 07/01/2024 2:16 PM 07/09/2024 9:00 AM I Packet Pg. 333 1 AERIAL - PARCEL 543FEE (62 nd Ave NE Bridge Project No. 60212.5) Packet Pg. 334 SHORT FORM APPRAISAL - COLLIER COUNTY TRANSPORTATION ENGINEERING DIVISION PROJECTNAME: Project# 60212.5,62nd Ave NE Bridge I CLIENT: Collier County ROW Acquisition, Transportation Engineering SUBJECT PROPERTY IDENTIFICATION: Parcel Reference: 99999-542FEE Owner: DUBE, ERIC F Legal Descriptions: GOLDEN GATE EST UNIT 43 S 18OFT OF TR 1, Property Rights Being Valued: Fee simple estate. GGE Unit 43 (Book 7, Page 28) Last Property Transfers: 10/27/23 Tax Folio #s: 38900120007 DESCRIPTION OF SUBJECT PROPERTY: The subject property consists of 2.81-acres (180 ft x 680 ft) of level and mostly cleared land. The property has 180 ft of road frontage on 40th St. NE and is improved with a bored well completed March 2024. The subject property is located in the Golden Gate Estates area of greater Naples. INTENDED USE OF THE APPRAISAL: The 62nd Ave NE Bridge Project will reduce traffic congestion and improve connectivity in Rural Golden Gate Estates by constructing a bridge over the Golden Gate Main Canal and extending 40th Street NE to 62nd Ave NE This subject property is located at the south end of 40th Street NE, approximately 660 feet north of the 62nd Avenue NE. The subject property will be used to connect 40th Street NE with 62nd Avenue NE. This valuation will be used to determine the market value of the subject property and to negotiate a proposed purchase price MARKET VALUE DEFINED: The most probable price, as of a specified date, in cash, or in terms equivalent to cash, or in other precisely revealed terms, for which the specified property rights should sell after reasonable exposure in a competitive market under all conditions requisite to a fair sale, with the buyer and seller each acting prudently, knowledgeably, and for self-interest, and assuming that neither is under undue duress. SCOPE OF WORK: To estimate market value of real property interest using the sales comparison approach. Complete cost or income approaches only if necessary for credible assignment results. Analyze data collected through public records of Collier County, and the Naples Area Board of REALTOR@ Multiple Listing Service. HYPOTHETICAL CONDITIONS AND EXTRAORDINARY ASSUMPTIONS: Hypothetical Conditions: None. Extraordinary Assumptions: The appraiser did not inspect the subject property on the date of value. The appraiser is relying on information obtained through local MLS Data and public records of Collier County. An informal wetlands determination report completed by Michael Ramsey, Environmental Consultant, on December 31, 2004, was also reviewed. It stated that no jurisdictional wetlands were found during his investigation. It is assumed for the purposes of this valuation that this condition has not changed and that the subject property can be developed without permits from the Florida Department of Environmental Protection and US Army Corps of Engineers. Limiting Conditions: The information and opinions contained in this appraisal set forth the appraiser's best judgment in light of the information available at the time of the preparation of this report. This appraisal was prepared for and is the property of Collier County Board of Commissioners. Reliance upon the appraisal for other uses is prohibited. PROPERTY HISTORY (AGREEMENTS OF SALE, OPTIONS, OR LISTINGS WITHIN 3 YEARS OF THE EFFECTIVE DATE): The property was listed for sale at $120,000 on June 30, 2023. It was sold with a sale price of $105,000 on October 27, 2023, as per the SWFLA MILS. I Packet Pg. 335 1 SHORT FORM APPRAISAL - COLLIER COUNTY TRANSPORTATION ENGINEERING DIVISION PRESENT ZONING: E-Estates FUTURE LAND USE: Estates -Residential HIGHEST AND BEST USE: Based upon an analysis of the subject property and its environs (with consideration given to zoning, physical aspects of the subject property, economic/market trends) the maximally productive use of the subject property would be for Estates -type single-family development. THE SALES COMPARISON APPROACH TO VALUE: Recent sales of properties generally similar to the subject are identified and compared to the subject. Using the elements of comparison, the comparable properties' sales prices are adjusted to produce value indications. The reconciliation of these value indications is used to provide an estimate of a single value indication or a range of values. DISCUSSION OF COMPARABLE SALES AND EXPLANATION OF ADJUSTMENTS: The following sales involve single-family homes located in the Golden Gate Estates area. These sales are used to estimate the value of the subject property using the Sales Comparison Approach: 1. 2467 56th Ave NE, Naples (Folio #38962120003) Sale Price: $150,000 Sale Date: 3/2024 2. 2445 60th Ave NE, Naples (Folio #38841240004) Sale Price: $150,000 Sale Date: 2/2024 3. 4225 60th Ave NE, Naples (Folio #38725480003) Sale Price: $130,000 Sale Date: 4/2024 DISCUSSION OF COMPARABLE SALES AND EXPLANATION OF ADJUSTMENTS Sale #1 is a 2.27 acre Estates zoned parcel located on the north side of 56th Ave NE in the Golden Gate Estates area of greater Naples. It is an unimproved wooded site. Normal topographical conditions for the area. The sales price reflects an underlying land value of $66,1 00/acre. The lot has similar frontage on a rural road but inferior in condition as it will need to be cleared prior to development. Sale #2 is a 2.34 acre Estates zoned parcel located on the north side of 60th Ave NE in the Golden Gate Estates area of greater Naples. It is an unimproved heavily wooded site. Normal topographical condition for the area. The sales price reflects an underlying land value of $64,1 00/acre. The lot has similar frontage on a rural road but inferior in condition as it will need to be cleared prior to development. Sale #3 is a 2.71 acre Estates zoned parcel located on the north side of 60th Ave NE in the Golden Gate Estates area of greater Naples. It is a mostly cleared unimproved site. Normal topographical conditions for the area. The sale price reflects an underlying land value of $48,000/acre. The lot has similar frontage only on a rural road. The sales cited show an underlying land value range of $48,000 to $66,100. The average unit price, $59,500/acre, is selected as most reasonable for the subject land. Therefore, the land of the subject property is valued at $59,500/acre x 2.81 acres or $167,200. The subject property is improved with a well. The value of this well is valued at $12,000 including the entrepreneur incentive. The total value for the subject property is $179,200. DATE OF VALUE: 05/220/2024 _][�iPPORT DATE: 05/22/2024 MARKET VALUE ESTIMATE: $179,200 Page 2 I Packet Pg. 336 1 SHORT FORM APPRAISAL - COLLIER COUNTY TRANSPORTATION ENGINEERING DIVISION CERTIFICATE OF APPRAISAL I hereby certify that, to the best of my knowledge and belief... • The statements of fact contained in this report are true and correct. • The reported analysis, opinions, and conclusions are limited only by the reported assumptions and limiting conditions, and are my personal, impartial, and unbiased professional analyses, opinions, and conclusions. • I have no present or prospective interest in the property that is the subject of this report. I am a full-time employee of the Collier County Board of County Commissioners. However, my employment is not contingent on advocating for Collier County • I have performed no services, as an appraiser or in any other capacity, regarding the property that is the subject of this report within the three-year period immediately preceding the agreement to perform this assignment. • My engagement in the assignment was not contingent upon developing or reporting predetermined results. • My compensation (neither salary nor bonus) is not contingent upon the reporting of a predetermined value or direction in value that favors the cause of my employer, the amount of the value estimate, the attainment of a stipulated result, or the occurrence of a subsequent event. • My analyses, opinions and conclusions were developed, and this report has been prepared, in conformity with the Uniform Standards of Professional Appraisal Practice. • An inspection of the subject property was not done. • No one provided significant real property appraisal assistance to the person signing this certification. Page 3 BarfieldLisa Lisa Barfield Cert. Gen. RZ 2862 Review Appraiser ROW Acquisition Transportation Engineering Division Collier County, Florida I Packet Pg. 337 PROJECT: 99999 - Miscellaneous PARCEL: 543FEE FOLIO: 38900120007 PURCHASE AND SALE AGREEMENT (vacant land) THIS PURCHASE AND SALE AGREEMENT ("Agreement") is entered into this _ day of 1 2024, by and between ERIC F. DUBE, a married person, whose mailing address is 16270 SW 272nd Street, Homestead, Florida 33031 ("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, Florida 34112 (the "County"). Recitals: A. Seller owns certain real property in Collier County, Florida, consisting of vacant land, legally described as follows (the "Property"): The South 180 feet of Tract 1, Golden Gate Estates Unit 43, according to the plat thereof recorded in Plat Book 7, Page 28, of the Public Record of 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 $190,000, 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, 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, attorneys' fees, expert witness fees and costs as provided for in Chapter 73, Florida Statutes. 3. 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 Changesm 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 I Packet Pg. 338 1 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 property, 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. 4. 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. 5. 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. At Closing, Seller shall pay (i) 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; (ii) the cost of discharging any outstanding mortgages and other indebtedness secured by a lien on the Property-, (iii) all taxes and assessments that are due and payable; and (iv) 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. 2 I Packet Pg. 339 1 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) condo min iu m/homeown er 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. 6. 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. 7. SELLER'S REPRESENTATIONS AND WARRANTIES. 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) 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. (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. Packet Pg. 340 -10 (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. 8. 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. 9. 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) Sellers 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. 10. 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. 11. 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. 4 Packet Pg. 341 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. 1. 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. -5- Date: 2024 Date: 12024 ATTEST: CRYSTAL K. KINZEL, Clerk of the Circuit Court & Comptroller By: Deputy Clerk Approved as to form and legality: t)VM- D. PERRY, ESQ. \0 Assistant County Attorney a� SELLER: ERIC F. DUBE, a married person COUNTY: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA la CHRIS HALL, Chairperson Packet Pg.