Agenda 11/12/2024 Item #11B (Resolution - Collier County Standard Form Long-Term (Not for Profit)with Warriors Homes of Collier, Inc., a veterans housing organization)11/12/2024
Item # 11.B
ID# 2024-1880
Executive Summary
Recommendation to approve: 1) Collier County Standard Form Long-Term Lease (Not for Profit) with Warriors Homes
of Collier, Inc., a veterans housing organization, for the use of two vacant County-owned homes at 1973 and 2015 Bay
Street and 2) in accordance with Section 125.38, Florida Statutes, a resolution finding the property is not needed for
County purposes.
OBJECTIVE: To provide affordable housing and improve the quality of life for veterans in Collier County by entering
into a lease with a veteran’s organization to administer a housing program using two county-owned homes.
CONSIDERATIONS: On May 11, 2004, under Item 10.E., the Board of County Commissioners (the “Board”),
approved the purchase of seven residential lots east of Bayview Park to begin assembling beach and boat access
properties nearby. Two of the lots, at Bay Street in 1973 and 2015, were developed with single-family homes. In 2006,
the County Manager approved CMA #5907, creating a program to offer temporary housing in unoccupied County-
owned homes for new employees, existing employees under special circumstances, and interns.
The Bay Street homes are used in the temporary housing program and are currently vacant. Warrior Homes of Collier,
Inc. (“Warriors”) recently requested they be used for veterans' housing. The proposed lease was developed using the
County’s Standard Form Long-Term Lease. Notable terms:
1. Term – One-year initial term with automatic one renewal terms unless either party provides 30 days' written
notice of termination.
2. Rent --$1,000 per month. Each home has an estimated fair market rental value between $1,800 and $2,000
monthly. Per Section 125.38 of the Florida Statutes, the property may be leased to a nonprofit organization at
below fair market value without advertisement. A resolution with the necessary findings is included as back-up.
3. Costs – Warriors is responsible for all costs and fees, such as utilities.
4. Maintenance- Warriors is responsible for minor repairs and maintenance of the Property, including, but not
limited to, unclogging drains, maintaining and repairing garbage disposals, and addressing minor issues related
to structural and mechanical systems (e.g., door hinges, faucet leaks, and light bulb replacements). The County
is responsible for repairs or replacements involving major structural, mechanical, electrical, or plumbing
failures that significantly affect the habitability or functionality of the premises.
5. Insurance: Warriors must maintain comprehensive general liability and property damage insurance with
minimum limits of not less than $1,000,000 per occurrence, insuring against liability for bodily injury, property
damage, and personal injury arising from the Lessee’s use or occupancy of the premises.
6. Approved Uses and Requirements for Veterans Program: As detailed in Exhibit “B” to the lease, occupancy is
limited to one veteran per bedroom. Warriors must monitor and report occupancy, maintain documentation and
maintenance logs, uphold tenant policies, and complete an annual HUD INSPIRE inspection to ensure safety
and quality standards. The County’s Community and Human Services Division Grants Compliance Unit will
conduct the annual monitoring.
The arrangement as proposed by Warriors is consistent with the Collier County Land Development Code.
FISCAL IMPACT: The annual rent of $12,000 shall be paid in equal monthly installments of $1,000. The rent shall be
deposited within the Parks Impact Fee Fund (3071), Operating Project 31346.
GROWTH MANAGEMENT IMPACT: There is no impact to the Growth Management Plan.
LEGAL CONSIDERATIONS: This item has been reviewed by the County Attorney, is approved as to form and
legality and requires majority vote for approval. -JAK
RECOMMENDATIONS: To approve and authorize the Board’s Chairman to execute:
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11/12/2024
Item # 11.B
ID# 2024-1880
1) Collier County Standard Form Long-Term Lease (Not for Profit) with Warriors Homes of Collier, Inc., a veterans
housing organization, for the use of two vacant County-owned homes at 1973 and 2015 Bay Street.
2) In accordance with Section 125.38, Florida Statutes, a resolution finding the property is not needed for County
purposes.
PREPARED BY: Jennifer A. Belpedio, Manager, Facilities
ATTACHMENTS:
1. resolution - Warrior Homes
2. standard form long term lease - Warrior Homes
3. CMA 5907 Temporary Residential Employee-Intern Housing
4. BCC Item Authorizing Purchase of Property 05_11_2004 R
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COLLIER COUNTY STA NDARD FORM
LO NG-TERM LE ASE
(NOT-FOR-PROFIT ENTITY)
This Long-Term Lease (hereinafter referred to as "Lease") is entered into this ___ _
day of __________ , 20 __ , ("Effective Date") by and between Warriors Homes
of Collier, Inc., a not-for-profit corporation duly organized under the laws of Florida, whose
mailing address is PO Box 10434, Naples, Florida 34101, hereinafter referred to as "Lessee", and
Collier County, a political subdivision of the State of Florida, whose mailing address is c/o Real
Property Management, 3335 Tamiami Trail, East, Suite 102, Naples, Florida 34112, hereinafter
referred to as "Lessor," collectively stated as the "Paiiies."
RECITALS:
WHEREAS, Section 125.38, Florida Statutes, provides that if a corporation or other
organization not for profit which may be organized for the purposes of promoting community
interest and welfare, should desire any real or personal prope1iy that may be owned by any county
of this state or by its board of county commissioners, for public or community interest and welfare,
then such corporation or organization may apply to the board of county commissioners for a
conveyance or lease of such property, and that such board, if satisfied that such property is required
for such use and is not needed for county purposes, may thereupon convey or lease the same at
private sale to the applicant for such price, whether nominal or otherwise, as such board may fix,
regardless of the actual value of such property; and
WHEREAS, Lessee, a duly organized not-for-profit veterans' organization, has applied to
the Board of County Commissioners for a Lease of certain property which the Board has
determined is not presently needed for County purposes; and
WHEREAS, it is the Board's finding that it is in the public interest to lease this property
to Lessee on the terms and conditions set forth below.
WI TN ES S ETH:
NOW, THEREFORE, for valuable consideration exchanged amongst the Parties, and in
consideration of the covenants contained herein, the Parties hereby enter into this Lease on the
following terms and conditions:
1.Conveyance. On the terms and conditions set forth in this Lease, and in
consideration of Lessee's performance under this Lease, the Lessor conveys to the Lessee the
present possessory interest in the Leased Premises described below. Prior to the Lessee's
occupancy of the Leased Premises, a walk-through inspection will be conducted by the Lessor and
Lessee. This inspection will utilize the inspection checklist attached as Exhibit 1 to document the
condition of the Premises.
2.Description of Leased Premises. The Premises subject to this Lease consist of two
parcels improved with single-family homes, comprising a total of four units, as follows:
Lease between Collier County and Warriors Homes of Collier, Inc.
1973 and 2015 Bay Street
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consent. Lessee shall be responsible for any necessary touch-ups or repairs to restore the walls to
their original condition upon lease termination, unless otherwise agreed.
6.Term of Lease. The term of this Lease shall commence on the Effective Date of
this Lease and shall be for an initial period of a year. The Lease shall automatically renew for
successive one-year periods unless either party provides written notice of termination at least 120
days before the end of the then-current renewal period. Notwithstanding the foregoing, either
party may terminate this Lease for convenience by providing the other party with at least 30 days'
written notice at any time during the lease term or any renewal period. If Lessee holds over after
the expiration of the lease term, such tenancy shall be from month to month under all of the terms,
covenants, and conditions of this Lease subject, however, to Lessor's right to seek legal relief to
eject Lessee from the Premises as a holdover.
7. Rent. The Lessee agrees to pay the Lessor a monthly rent of $1,000.00, due on
the first day of each calendar month throughout this Lease. Payment shall be made to the Lessor
by check or electronic transfer regularly and monthly without notice from the Lessor during the
term of this Lease. Based on a daily rate of $33.34, a prorated rent will be due for the initial
partial month of occupancy.
a.Payment Schedule: The Lessee shall pay the total monthly rent to the Lessor
on or before the 1st of each month. Payment shall be made through a check and delivered
to the Lessor or tlu·ough wire transfer/ ACH. If paying by wire transfer/ ACH, the Lessor
will provide the necessary wire transfer instructions to the Lessee.
b.Occupancy Reporting: The Lessee agrees to provide the Lessor with a
written report on the number of bedrooms occupied and the names of the veterans residing
in each bedroom with monthly rent remittance. This report shall include any changes in
occupancy within the monthly report.
8.Net Lease. This is a fully net lease, with Lessee responsible for only the costs, fees
and charges concerning the Premises as described herein. Lessee shall promptly pay when due
and prior to any delinquency all costs, fees, taxes, and utility charges arising from Lessee's use of
the Premises. The Lessee shall not be responsible for any costs or fees associated with any
assessments or impact fees of any kind.
9.Lessee's Liens and Mortgages. Lessee shall not in any way encumber the Premises
and shall promptly remove any and all liens placed against the Premises. All persons to whom
these presents may come are put upon notice of the fact that the interest of the Lessor in the
Premises shall not be subject to liens for improvements made by the Lessee and liens for
improvements made by the Lessee are specifically prohibited from attaching to or becoming a lien
on the interest of the Lessor in the Premises or any part of either. This notice is given pursuant to
the provisions of and in compliance with Section 713 .10, Florida Statutes.
10.Lessee's Obligation to Maintain Premises and Comply with All Lawful
Requirements. Lessee, throughout the term of this Lease, at its own cost and without any expense 3 Lease between Collier County and Warriors Homes of Collier, lnc. 1973 and 2015 Bay Street Page 490 of 5419
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CMA #5907
TEMPORARY RESIDENTIAL EMPLOYEE/INTERN HOUSING
Effective Date: March 28, 2006 (Revised: March 1, 2008; Revised: September 17, 2010;
Revised: September 1, 2017; Revised: January 31, 2019; Revised: June 7, 2024)
§ 5907-1. Purpose.
The purpose of this Instruction is to establish guidelines and procedures to make use of unoccupied
homes owned by the County.
§ 5907-2. Concept.
When available, and in accordance with these procedures, Collier County may use unoccupied
County-owned homes to provide temporary residential housing to new employees, existing
employees under extenuating circumstances, and interns. This limited benefit is offered to help in
recruitment efforts and to provide the County with another option to secure and retain employees.
A. Temporary residential housing, when available, may be provided to new employees,
imbedded contract employees, interns and existing employees under extenuating
circumstances. Students working for the County or its imbedded contract employees may
also utilize this program at a reduced rate. The County may waive the usage fee for up to
3 days when bringing in a perspective employee for an interview.
B. The term of use shall be limited to 120 days but may, with case-by-case written approval
by the County Manager or designee, be extended to 150 days.
C. The County Manager, or designee, may approve temporary residential housing for any
existing employee upon written recommendation of the employee’s Division Director.
D. Employees, contract employees, students, or interns may be responsible for any property
damage, unless caused by circumstances beyond the control of the user/occupant and must
keep the housing unit clean and orderly at all times.
1. County staff or contractors under contract with the County, at the County's request, may
enter the residential unit at any time for the purposes of inspection, maintenance, and/or
repair.
2. Temporary Housing Agreements shall include a provision stating that causing damage
to the unit beyond the security deposit, without reimbursement from or replacement by the
employee, may result in garnishment of wages. Further, based on the severity and nature
of the damage, County employees may be subject to disciplinary action.
E. The Division of Facilities Management shall manage the units, including but not limited
to: scheduling the occupants, maintenance and repair, pest control, cable, water service,
electric service, burglar alarm system, lawn service and janitorial service. Additionally, the
Division will furnish each unit with appropriate furniture.
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CMA #5907
TEMPORARY RESIDENTIAL EMPLOYEE/INTERN HOUSING
F. Each employee occupant will enter into a Temporary Housing Agreement with the County.
Additional occupants require prior approval from the County Manager or designee and
must be listed in the Temporary Housing Agreement for approval as occupants.
G. The use fee for housing under 2,000 square feet of living space, which includes rent, water
service, electric service, lawn service, basic cable and furnishings, is $40 per day for
employees and imbedded contract employees. For housing over 2,000 square feet of living
space the use fee will be $50 per day. All housing for interns and students is a rate of $15
per day. The use fee shall be paid one month in advance (except for students and interns
who will pay at the end of each month) payable to the Board of County Commissioners. In
the event of housing rate adjustments associated with the program, the per day rate will
remain fixed and as listed in the executed Temporary Housing Agreement for current
occupants for the duration of their stay.
H. A refundable security deposit, equivalent to the amount of the first month’s rent, is required
to cover potential damages to the unit and appurtenances, including but not limited to:
structural damage, harm to walls, ceilings, floors, fixtures, appliances, furniture,
electronics, and household goods provided by Collier County. The refundable deposit will
be held by the Clerk of Courts during occupancy and will be returned less any deductions
for damages beyond normal wear and/or use. A non-refundable payment of $250 is
required for each pet. The revenues will be directed to Facilities Management Division
budget to address maintenance and administrative costs, unless specific restrictions
imposed by the funding source used to acquire the units dictates otherwise.
I. Facilities Management may, when necessary, and in the absence of a paying occupant,
assign security officer or maintenance personnel to occupy the units in order to prevent
vandalism.
J. The County Manager or designee will review and, if necessary, adjust the charges every
two years, but has the authority to amend this policy as necessary at any time.
§ 5907-3. Currency.
The Division of Facilities Management is responsible for maintaining the currency of this
Instruction.
§ 5907-4. Authorization.
Authority for this policy and procedures was delegated by the Board of County Commissioners on
March 28, 2006.
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EXECUTIVE SUMMARY
Recommendation to approve an Agreement for Sale and Purchase for seven
residential lots east of the County's Bayview Park at a cost not to exceed $1,129,400.
John Dunnuck) .
OBJECTIVE: To acquire property for the expansIon of beach and boat access
opportunities for the community.
CONSIDERATION: The Board of County Commissioners approved the Beach Access
and Boat Launch Master Plan in May 2003, which outlined a project to purchase property
sUITounding Bayview Park. The Board more recently authorized staff to utilize real
estate incentives to encourage land and homeowners to sell this property to the County.
Following this authorization, staff began fonnally negotiating the purchase of seven lots
in the targeted area from Terra Homes, Inc. (Seller). These lots were slated for
construction of speculation homes valued in the mid-$240,000. In fact, two of the
properties have homes now under constrnction that are nearing completion. In an effort
to further prevent these homes from continuing in private ownership, staff has negotiated
a purchase Agreement with TeITa Homes, Inc.
The Agreement provides for the purchase of two certified-for-occupancy homes and five
vacant lots for the price of $1,115,000. Two independent appraisals were secured
indicating a range in value of between $758,000 and $808,000. The difference in the
appraised value and asking price is Seller's anticipated profit that Nould be realized from
the sale of the five vacant lots as if improved with homes and sold at a price of $240,000
each. The Agreement further provides that should the County elect not to close the
transaction for any reason, except for default by Seller, the County will pay Seller
50,000 as liquidated damages.
Because the purchase price is higher than the average of the appraisals, approval of the
Agreement will require an affirmative vote of not less than four members of the Board
supennajority vote).
This will be the first step in a long-term acquisition program of assembling properties for
beach and boat access from Bayview Park. As such, the County anticipates receivingoffsettingrevenuefromtherentalofthesetwohomesaswellasotherhomesacquiredas
part of this program.
The attached Agreement has been reviewed and approved by the County Attorney'sOfficeandPublicServicesDivision.
GROWTH MANAGEMENT: Beach and boat access opportunities are encouraged in
the Growth Management Plan. Anticipating the projected growth of the Cpunty over the
next ten to twenty years, this project will help maintain the . level of service that e~today.
NO. AGENfflT '
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EXECUTIVE SUMMARY
Approve Agreement for Sale and Pnrchase - Bayview Park
Page 2
FISCAL IMPACT: The total cost of acquisition should not exceed $1,129,400
1,115,000 for the property, $5,800 for appraisals, $2,000 for the Environmental
Assessment/Site Audit, and approximately $6,600 for title commitments, title .policies,
and recording of related documentsl- Park impact funds and funds received ITom the
Heritage Bay DRl approval have been previously approved for this project.
RECOMMENDATION:That the Board of County Commissioners:
1. Approve the attached Agreement for Sale and Purchase; and
2. Authorize Chairman Fiala to execute the Agreement on behalf of the County;
and
3. Authorize staff to prepare related vouchers and Warrants for payment; and
4. Direct staff to proceed to acquire the subject property, to follow all
appropriate closing procedures, to accept the deed(s), and to record the
deed(s) and all necessary documents (after approval by the County Attorney's
Office) to obtain clear title to the property; and
5. Approve any and all required budget amendments.
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AGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT is made and entered into by and between TERRA HOMES, INC. a
Florida Corporation, whose maiiing address is 3813 Clipper Lane, Naples, Florida
34112 (hereinafter referred to as "Seller"), and COLLIER COUNTY, FLORIDA, a political
subdivision of the State of Florida, whose mailing address is 3301 East Tamlami Trail. Naples,
Rorida 34112, (hereinafter "Purchaser").
WITNESSETH
WHEREAS, Seller is the owner ot that certain real property (hereinafter referred to as
Property"), located in Collier County, State of Florida, and being more particularly
described in Exhibit "A", attached hereto and made a part hereof by reference,
WHEREAS, Purchaser is desirous of purchasing the' Property, subject to the conditions
and other agreements hereinafter set forth, and Seller is agreeable to such sale and to
such conditions and agreements.
NOW, THEREFORE, for and in consideration of the premises and the respective
undertakings of the parties hereinafter set forth and the sum of Ten Dollars ($10.00),
the receipt and sufficienç:y of which is hereby acknowledged, it is ag~eed as follows:
I.AGREEMENT
1.01 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, described in Exhibit "A", together with all rights,
privileges, tenements, hereditaments and appurtenances pertaining to the land
and aJl buildings, structures, and other improvements now and hereafter situated
tJpon the land.
II. PAYMENT OF PURCHASE PRICE
2.01 The purchase price (the 'Purchase Price") for the Property shall be One
Million One Hundred Fifteen Thousand Dollars and 00/100 ($1,115,000.00), (U.S.
Currency) payable at time of closing.
III. CLOSING
3.01 The Closing (THE "CLOSING DATE", "DATE OF CLOSING', OR
CLOSING") ot the transaction shaH be held on or before thirty (30) days after
Seller has provided clear title, unless extended by mutual written agreement of the
parties hereto. The Closing shall be held at the Collier' County Attomey's Office,
Administration Building, 3301 Tamiami Trail East, Naples, Florida. The procedure
to be followed by the parties in connection with the Closing shall be as follows:
3.011 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. At the Closing, the Seller shaH cause to be delivered to the Purchaser
the items specified herein and the foHowing documents and instruments duly
executed and acknowledged, in recordable form: .
3.0111 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.
3,0112 Combined Purchaser-Seller closing statement.
3.0113 A "Gap," Tax Proration, Owner's and Non-Foreign Affidavit," as
required by Section 1445 of the Internal Revenue Code and as required ÅGi:¡'._':.-."'t1,::.:"""""~ -,0'(9,.-----
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by the tille insurance underwriter in order to insure the "gap. and issue
the policy contemplated by the title insurance commitment.
3.0114 A 'N-9 Form, "Request for Taxpayer Identification and
Cet1ifícation" as required by the Intemal Revenue Service.
3.0115, Such other documents as required by the title agent for
purposes of removing any claim of construction liens as an exception to
the title policy.
3,012 At the Closing, the Purchaser, or its assignee. shall cause 10 be delivered to
the Seller the following:
3.0121 A negotiable instrument (County Warrant) in an amount equal to
the Purchase Price. No funds shalf be disbursed to Seller until the TItle
Company verifies that the state of the title to the Property has not
changed adversely since the date of the last endorsement to the
commitment, referenced in Section 4.011 thereto, and the Title
Company is irrevocably committed to issue the Owner's title policy to
Purchaser in accordance wilh the commitment.
3.0122 Funds payable to the Seller representing the cash payment due
at Closing in accordance with Articfe III hereof, shall be subject to
adjustment for prorations as hereinafter set forth.
3.02 Each party shall be responsible for payment of its own attorney's tees, Seller,
at its sole cost and expense, shall Day at Closing all documentary stamp taxes due
relating to the recording of the Warranty Deed, in accordance with Chapter 201.01,
Florida Statutes, and the cost of recording any instruments necessary to clear
Seller's title to the Property. The cost of the Owner's Form B Title Policy, issued
pursuant to the Commitment provided for in Section 4.011 below, shall be paid by
Purchaser, The cost of the title commitment shall also be paid by Purchaser.
3.03 Purchaser shall pay for the cost of recording the Warranty Deed. Real
Property taxes shall be prorated based on the current year's tax with due
allowance made for maximum allowable discount, homestead and any other
applicable exemptions and paid by Seller. If Closing occurs at a date which the
current year's millage is not fixed, taxes will be prorated based upon such prior
year's millage.
IV. REQUIREMENTS AND CONDITIONS
4.01 Upon execution of this Agreement by both parties or at such other time as
specified within this Article, 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;
4.011 Within fifteen (15) days after the date hereof, Purchaser shall obtain as
evidence of title an ALTA Commitment for an Owner's Title Insurance Policy
ALTA Form 8-1970) covering the Property, together with hard copies of all
exceptions shown thereon. Purchaser shall have thirty ~30) days, following
receipt of the title insurance commitment, to notify Seller in writing of any
objection to title other than liens evidencing monetary obligations, if any,
which obligations shall be paid at closing. If the title commitment contains
exceptions that make the title unmarketable, Purchaser shall deliver to the
Seller wriUen notice of its intention to waive the applicable contIngencies or to
terminate this Agreement.
4.012 If Purchaser shall fail to advise the Seller in writing of any such
objections in Seller's title in the manner herein required by this Agreement, the
title shall be deemed acceptable. 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 n~.-____._..-NtGbtO ø
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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 Purchaser may
terminate the Agreement. A failure by Purchaser to give such written notice of
termination within the time period provided herein shall be deemed an election
by Purchaser to accept the exceptions to title as shown in the title
commitment.
4.013 Purchaser shail have the option, at its own expense, to obtain a current
survey of the Property prepared by a surveyor licensed by the State of Aorida.
No adjustments to the Purchase Price shall be made based upon any change
to the total acreage referenced in Exhibit "A', if any. Seller agrees to fumish
any existing surveys of the Property, if any, to Purchaser within thirty (30) days
of execution ot this Agreement.
V. APPRAISAL PERIOD
5,01 Purchaser shall be in receipt of the two (2) required appraisals in order to
determine the value of the Property pursuant to the requirements of Florida
Statutes 125,355 prior to the Agreement for Sale and Purchase being submitted
to the Board ot County Çommissianers.
5.02 Seller acknowledges that if the agreed Purchaser Price stated in Paragraph
2,01 exceeds the average ot two (2) independent appraisals, if obtained, the
Purchaser is required to approve the purchase by an extraordinary vote. If such
vote is not obtained, then this Agreement shall terminate and the parties shall
bear their own costs,
VI.INSPECTION PERIOD
6.01 Purchaser shall have completed all inspections with favorable results prior to
the Agreement of Sale and Purchase being submitted to the Board of County
Commissioners.
VII. INSPECTION
7.01 Seller acknowledges that the Purchaser, or its authorized agents, shall have
the right to inspect the Property at any time prior to the Closing.
VIII. POSSESSION
8.01 Purchaser shall be entitled to full possession of the Property at C1osing.
Seller agrees to deliver the property and improvements thereupon in clean
condition, free of construction debris and in good working order.
IX. PRORATIONS
9,01 Ad valorem taxes next due and payable. after closing on the Property, shall
be prorated at Closing based upon the gross amount of 2003 taxes, and shan be
paid by Seller.
X. TERMINATJON AND REMEDIES
10.01 If Seller shall have failed to perform any of the covenants and/or
agreements contained herein which are to be performed by Seller, within ten (10)
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.
10.02 If the Purchaser has not terminated this Agreement pursuant to any of the
provisions authorizing such termination, and Purchaser fails to close the
transaction contemplated hereby or otherwise fails to perform any of the terms,
covenants and conditions of this Agreement as required on the part of Purchaser
to be performed. provided Seller is not in default, then as Seiler's sole remedy,
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Seller shall have the right to terminate and cancel this Agreement by giving written
notice thereof to Purchaser. whereupon $50,000.00 shaH 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
paragraph 13,01, (Real Estate Brokers), hereof. The parties acknowledge and
agree that SeHer's actual damages in the event of Purchaser's default 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.
10.03 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 ot ea.ch of the parties.
XI. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES
11.01 Seller and Purchaser represent and warrant the following:
11.011 Seller and Purchaser have full right and authority to enter into and to
execute this Agreem~nt and to undertake all actions and to perform all tasks
required of eaçh hereunder, Seller is not presently the subject of a pending,
threatened or contemplated bankruptcy proceeding.
11.012 SeUer has full nght, 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.
At Closing, certified copies of such approvals shall be delivered to Purchaser
andlor Seller, if necessary.
11.013 The warranties set forth in this paragraph shall be true on the date of
this Agreement and as ot the date of Closing. Purchaser's acceptance of a
deed 10 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.
11.014 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
govemmental instrumentality that relate to Ihis agreement or any other
property that could, if continued, adversely affect Seller's ability to sell the
Property to Purchaser according to the terms ot this Agreement.
11.015 No party or person other than Purchaser has any right or option to
acquire the Property or any portion thereof.
11.016 Until the date fixed for Closing, so 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,
withqut first obtaining the written consent of Purchaser to such conveyance,
encumbrance, or agreement which consent may be withheld by Purchaser for
any reason whatsoever,
11.017 Seller represents that there are no incinerators, septic tanks or
cesspools on the Property; aJl waste, if any, is discharged into a public sanitary
sewer system; Seller represents that they have (it 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 or toxic substances or wastes, as such terms are defined in
applicable laws and regulations, or any other activity that would have toxic
results, and no such hazardous or toxic substances are currently used in J~ò~~~?Ô 'ß'.' --
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Page 512 of 5419
connection with the operation of the Property, and there is no proceeding or
inquiry by any authority with respect thereto. Seller represents that they have
it has) no knowledge that there is ground water contamination on the Property
or potential of ground water contamfnation from neighboring properties. Seller
represents no storage tanks for gasoline or any other substances are or were
located on the Property at any time during or prior to Sellers ownership
thereof. Seller represents none of the Property has been used as a sanitary
landfill. .
11.018 Seller has no knowledge that the Property and 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 instaJiation on or in connection with the
Property in order to comply with any laws, ,òrdinances, codes or regulation with
which Seller has not complied.
11.019 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.
11.020 Seller has no knowledge that there are any suits, actions or arbitration,
bond issuances or proposaJs therefor, 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.
11.021 Seller acknowledges and agrees that Purchaser is entering into this
Agreement based upon Seller's representations stated above 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.
11.022 At the Closing, Seller shall deliver to Purchaser a statement
hereinafter called the "Closing Representative Statement-) reasserting the
foregoing representations as of the Date of Closing, which provisions shall
survive the Closing, .
11.023 Seller represents, warrants and agrees to indemnify, reimburse, defend
and hold Purchaser harmless from any and all costs (including attomey'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, locaJ 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 "Supertund"), which was amended and upgraded by the
Supertund 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.
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Pg. ;1Page 513 of 5419
11 ,024 Any loss and/or damage to the Property between the date of this
Agreement and the date of Closing shaH be Seller's sole risk and expense.
11 ,025 Seller agrees to cease all marketing and development efforts relating in
any way to the Property during the term of this Agreement, including, but not
limited to, the termination of any listing or real estate marketing agreements
and the cessation of aJl permitting and construction activities, Any
enhancement or improvement to the Property created by Seller after the
effective date of this Agreement shall be at Seller's sole risk and expense,
The Parties agree that Purchaser will not be required to pay for any increases
in value enjoyed by the Property during the term of this Agreement.
XII, NOTICES
12.01 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 transmission, or sent by registered, or certified mail,
return receipt requested, postage prepaid, addressed as follows:
If to Purchaser.Sharman Veger
Real Estate Services Department
Administration Building
3301 Tamiami Trail East
Naples, Florida 34112
Fax: 239 774-8876
Telephone: 239 732-2622
Ellen T. Chadwell
Assistant County Attorney
Office of the County Attorney
Administration Building
3301 Tamiami Trail East
Naples, Florida 34112
With a copy to:
If to Seller:Attn: Franz S!eppuhn
Terra Homes Inc,
3813 Clipper Lane
Naples, FL 34112
Fax: 239 450-7124
Telephone: 239 513-9840
With a copy to:Timothy J. Cotter P.A.
599 9th St North #313
Naples, FL 34102
Garry Lahey, PhO.
4980 Tamiami Trail North
Naples, FL 34103With
a copy to:
12.02 The addressees and addresses for the purpose of tlÌis Article 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 at changing such addresses or
addressees 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.
0'
XIII. REAL ESTATE BROKERS
0,',
13.01 Any and all brokerage commissions or fees shall be the sole responsibility
of the Seller. Seller shall indemnity Purchaser and hold Purchaser harmless from
and against any claim or liability for commission or fees to any broker or any other
person or party claiming to have been engaged by Seller as a real estate broker,
salesman or representative, in connection with this Agreement. Seller agrees to
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Page 514 of 5419
pay any and all commissions or fees at closing pursuant to the terms of a
separate agreement, if any,
XIV, MISCELLANEOUS
14,01 This Agreement may be executed in any manner of counterparts which
together shall constitute the agreement of the parties,
14.02 This Agreement and the terms and provisions hereof shall be effective as of
the date this Agreement is executed by both parties and shall inure to the benefit
of and be binding upon the parties hereto and their respective heirs, executors,
persona! representatives, successors. successor trustee, ,and assignees
whenever the context so requires or admits.
14.03 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 shaH be binding upon Purchaser and
Seller as soon as it has been executed by both parties,
14.04 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 !ntent of this Agreement or any provisions hereof.
14,05 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,
14.06 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.
14.07 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.
14.08 Seller is aware of and understands that the 'offer" to purchase represented
by this Agreement is subject to acceptance and approval by the Board of County
Commissioners of Collier County, F!orida.
14.09 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 Chapter 286,
Rorida Statutes, under oath, 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 :0 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.)
14.10 Seller hereby guarantees that construction of both houses located on Lots
52 and 55 shall be completed 'Nith Certificates of Occupation issued prior to
closing. Houses will be clean ana free of all construction debris as of Closing,
14.11 This Agreement is governed and construed in accordance with the laws of
the Slate of Florida.
XV, ENTIRE AGREEMENT
15.01 Offer and Acceptance:
This offer is revoked if not accepted, and notice of acceptance given to Terra
Homes, Inc. by 5:00 p.m" May 12, 2004.
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Page 515 of 5419
15.02 This Agreement and the exhibits attached hereto contain the entire
agreement between the parties, and no promise, representation, warranty or
covenant not incJuded in this Agreement or any such referenced agreements has
been or is being relied upon by either party. No modification or amendment of
this Agreement shall be of any force or effect unless made in writing and executed
and dated by both Purchaser and Seller, Time is af the essence af this
Agreement.
IN WITNESS WHEREOF, the parties hereto set forth their hands seals.
Dated Project/Acquisition Approved by
BCC:
AS TO PURCHASER:
DATED:
ATTEST:
DWIGHT E. BROCK. Clerk
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
BY:
Donna Fiala, ChairmanDeputyClerk
AS TO SELLER:
DATED:
Terra Homes, Inc. a Florida Corporation
WITNESSES:
BY:
Franz Steppuhn, President
3813 Clipper lane
Naples, FL 34112
Signature)
Printed Name)
Signature)
Printed Name)
Approved as to form and
legal sufficiency:
EJlen T. Chadwell
Assistant County Attorney 0,
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Page 516 of 5419
EXHIBIT A
Lots 54, 55, and 56, Naples Bayview Addition No, I, according to the plat thereof,
recorded in PI;]t Book 4, Page 2O, and as described in th;]( certain WaJnnly Deed ;]( CoR.
Book 3039, Page 1779, of the Public Records of Collier County, Flotida,
And
Lots 52 and 53, N:;¡ples Bayview Addition No, 1, according to the map or piat thereof, liS
recorded in Plat Book 4, Page 20, and as described in that certain Warranty Deed at 0, R.
Book 3330, Page 2094, of the Public Records of Collier County, Florida,
And
Lot 48 and 49, Naples Bayview Addition No, 1, according to the plat thereof, recorded in
PInt Book 4, Page 20, and as desclibcd in Ihat c::rtain Wan'anty Deed at O.R, Book 3032,
Page 457, of the Public Records of Collier County, Florida.
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Page 517 of 5419
EXECUTIVE SUMMARY
Final Acceptance Of Water Utility Facilities For Seacrest School
OBJECTIVE: The Board of County Commissioners, Ex-Officio the Governing Board of
the Collier County Water-Sewer District, to accept the conveyance of the water facilities.
CONSIDERATIONS:
1 )
The Developer of Seacreast School, has constructed the water facilities within
dedicated easements to serve this development. See attached location map,
2)Preliminary acceptance was approved by the Community Development and
Environmental Services staff on 6/4/98, in accordance with Ordinance 2001-57, as
amended.
3)Staff has recorded all appropriate legal documentation which has been reviewed
by the County Attorney's office for legal sufficiency,
4)The water facilities have been operated and maintained by the Collier County
Water-Sewer District during the one (1) year warranty period.
5)A final inspection to examine for any defects in materials and workmanship was
conducted by the Community Development and Environmental Services Division
staff and found to be satisfactory.
The Utilities Performance Security (UPS), in the form of a Cash Bond in the
amount of $2,100,00, will be released to the Project Engineer or the Developer's
designated agent upon the Board's approval.
FISCAL IMPACT: The water facilities were constructed without cost to the Collier
County Water-Sewer District. The cost of operating and maintaining the water facilities
will be paid by monthly user revenues.
6)
GROWTH MANAGEMENT IMPACT: This project has been connected to the County
Regional Water Treatment Plant. Capacity presently exists to serve this project.
RECOMMENDATION: The Community Development and Environmental Services
Division Administrator recommends that the Board of County Commissioners, Ex-Officio
the Governing Board of the Collier County Water-Sewer District, accept the water
facilities for Seacrest School, and release the UPS to the Project Engineer or the
Developer's designated agent.
Agenda Item No. 16A1
May 11, 2004
Page 1 of 3
Page 518 of 5419