Backup Documents 02/25/2025 Item #16B 3 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 1 6 B 3
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office
at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later
than Monday preceding the Board meeting.
**NEW** ROUTING SLIP
Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the
exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office.
Route to Addressee(s) (List in routing order) Office Initials Date
1. County Attorney Office County Attorney 02/25/2025
Attn. Sally A. Ashkar
2. BCC Office Board of County Commissioners
3. Minutes and Records* Clerk of Court's Office �5�� / 1ZgrIC
2 hs
*NOTE TO MINUTES AND RECORDS:
Please return an electronic copy of agreement to Grant.Cox@colliercountyfl.gov
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 Grant Cox/Real Property Management Phone Number 239-252-5373
����''LL5 Contact/ Department
#jV Agenda Date Item was February 25, 2025 Agenda Item Number 16B.3
Approved by the BCC
Type of Document Purchase Agreement+ 2 Addendums Number of Original 3
Attached Documents Attached
PO number or account N/A
number if document is
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?STAMP OK G.C.
2. Does the document need to be sent to another agency for additional signatures? If yes, N/A
provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet.
3. Original document has been signed/initialed for legal sufficiency. (All documents to be
signed by the Chairman,with the exception of most letters,must be reviewed and signed G.C.
by the Office of the County Attorney.
4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A
Office and all other parties except the BCC Chairman and the Clerk to the Board
5. The Chairman's signature line date has been entered as the date of BCC approval of the G.C.
document or the final negotiated contract date whichever is applicable.
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's G.C.
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip N/A
should be provided to the County Attorney Office at the time the item is input into SIRE.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines!
8. The document was approved by the BCC on above date,and all changes made during G.C. N/A is not
the meeting have been incorporated in the attached document. The County an option for
Attorney's Office has reviewed the changes,if applicable. this line.
9. Initials of attorney verifying that the attached document is the version approved by the N/A is not
BCC,all changes directed by the BCC have been made,and the document is ready for the an option for
Chairman's signature. this line.
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
TAX ID NUMBERS 28681500024. 26861500040. 28681500066.28681500082,28681500118,28681500121.28681500147 1 6 B 3
28681500163, 18681500189, 28681500202. 28681500228, 28681500244 28681500286. 28681500325
AGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT is made and entered into by and between Bigi & Bigi LLC, a Florida
limited liability company. whose address is 144 Governors Hill Road. Oxford. CT 06478
(hereinafter referred to as "Seller"), and COLLIER COUNTY. a political subdivision of the
State of Florida, its successors and assigns, whose address is 2685 Horseshoe Dr. S.,
Suite 103, Naples. FL 34104 (hereinafter referred to as "Purchaser").
WITNESSETH
WHEREAS, Seller is the owner of that certain parcel of 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, and 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 sufficiency of which is hereby acknowledged, it is agreed 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".
1.02 On or before the Closing, at its sole cost and expense, Seller shall prepare
and deliver all necessary documents to assign to Purchaser all of Seller's
rights, title, and interest in and to the existing leases for the Property, including
any security deposits held there under (the "Leases"). The form of the
assignment and assumption of lease documents shall be agreed upon during
the Inspection Period. Seller shall indemnify and hold Purchaser harmless
from any liabilities, obligations, or claims arising under the Leases prior to the
Closing Date.
1.03 On Closing, Seller shall ensure that all funds currently held by the Association
in the three Wells Fargo accounts under the name of Court Plaza III
Condominium Association. Inc. in the approximate amount of $152,000 (the
"Association Funds") are transferred to Purchaser or to a designated County
account, as directed by the Purchaser. Seller shall take all necessary steps to
ensure all necessary actions to facilitate the timely and complete transfer of
CC Agreement 06/10/2024 Page 1 of 17
TAX ID NUMBERS 28681500024. 26861500040 28681500066. 28681500082.28681500118,28681500121. 28681500147 1 "B 3
28681500163. 18681500189. 28681500202 28681500228 28681500244. 28681500286 28681500325
these funds. Seller represents and warrants that (i) the amount of the
Association Funds is accurate and as stated above, (ii) no encumbrances,
claims. or other liabilities exist against the Association Funds. and (iii) the
transfer of the Association Funds to the Purchaser or to the designated
account shall be completed without delay.
II. PAYMENT OF PURCHASE PRICE
2.01 The purchase price (the "Purchase Price") for the Property shall be Three
Million Five Hundred and Fifty Thousand Dollars and 00/100 dollars
($3,550,000.00), (U.S. Currency) or the average of two appraisals engaged by the
Purchaser. whichever is lower, payable at time of closing: provided and if the Board
of County Commissioners does not approve the Purchase Price of Three Million Five
Hundred and Fifty Thousand Dollars and no/100 dollars ($3.550,000.00), Seller shall
have the right to rescind the Purchase Agreement.
III. CLOSING
3.01 The Closing (THE "CLOSING DATE". "DATE OF CLOSING". OR "CLOSING") of the
transaction shall be held on or before one hundred and eighty (180) days following
execution of this Agreement by the Purchaser, or within thirty (30) days of
Purchaser's receipt of all closing documents, whichever is later. However, should
there be any delay related to Seller's payment of the Association Funds to
Purchaser, the Closing may be extended by no more than fifteen (15) days by mutual
agreement of both Parties. The Closing shall be held at the office of the insuring title
company or by mail. 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 shall cause to be delivered to the Purchaser the items
specified herein and the following 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.
CC Agreement 06/10/2024 Page 2 of 17
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TAX ID NUMBERS 28681500024 26861500040. 28681500066. 28681500082,28681500118.28681500121. 28681500147,
28681500163. 18681500189. 28681500202. 28681500228. 28681500244, 28681500286, 28681500325 1 6 B 3
3.0113 A "Gap Tax Proration, Owner's Non-Foreign Affidavit", as required by
Section 1445 of the Internal Revenue Code and as required by the title
insurance underwriter to insure the "gap" and issue the policy contemplated
by the title insurance commitment.
3.0114 A W-9 Form. "Request for Taxpayer Identification and Certification" as
required by the Internal Revenue Service.
3.012 At the Closing. the Purchaser, or its assignee, shall cause to be delivered
to the Seller the following:
3.0121 A negotiable instrument (County Warrant) in an amount equal to the
Purchase Price. No funds shall 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 pay
the Purchase Price to Seller and to issue the Owner's title policy to Purchaser
in accordance with the commitment immediately after the recording of the
deed.
3.0122 Funds payable to the Seller representing the cash payment due at
Closing in accordance with Article III hereof, shall be subject to adjustment for
prorations as hereinafter set forth.
3.0123 Association Funds. as described in Section 1.03. Seller shall ensure
that all funds held by the Association are transferred to the Purchaser or to a
designated County account at Closing. as directed by the Purchaser, in
accordance with Section 1.03.
3.0124 If Seller is unable to or otherwise fails to transfer the Association Funds
to Purchaser or to a designated County account at Closing. the amount of the
Association Funds shall be deducted from the Purchase Price.
3.0125 All necessary approvals from the applicable governing community
associations. as determined necessary by the Title Company,
3.02 Each party shall be responsible for payment of its own attorney's fees. Seller,
at its sole cost and expense. shall pay at Closing all documentary stamp taxes due
relating to the recording of the Warranty Deed. in accordance with Chapter 201.01 ,
Florida Statutes, Title Company Closing Fee, and the cost and electronic fee 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.
CC Agreement 06/10/2024 Page 3 of 17
GAO
TAX ID NUMBERS 28681500024 26861500040 28681500066, 28681500082,286815001 18.28681500121 28681500147 1 6 B 3
28681500163, 18681500189, 28681500202. 28681500228 28681500244 28681500286 28681500325
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 request as
evidence of title an ALTA Commitment for an Owner's Title Insurance Policy
(ALTA Form B-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 written
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 to convey good and marketable
title at Seller's expense, except for liens or monetary obligations which will be
satisfied at Closing. Seller. at its sole expense, shall use its best efforts to make
such title good and marketable. In the event Seller is unable to cure said
objections within said time period, Purchaser, by providing written notice to
Seller within seven (7) days after expiration of said thirty (30) day period. may
accept title as it then is, waiving any objection: or 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 Seller agrees to furnish any existing surveys of the Property in Seller's
possession to Purchaser within ten (10) days of the effective date of this
Agreement. Purchaser shall have the option. at its own expense. to obtain a
current survey of the Property prepared by a surveyor licensed by the State of
Florida. No adjustments to the Purchase Price shall be made based upon any
change to the total acreage referenced in Exhibit "A." unless the difference in
cc Agreement 06/10/2024 Page 4 of 17
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TAX ID NUMBERS 28681500024. 26861500040. 28681500066.28681500082.28681500118.28681500121.28681500147 1 6 3
28681500163, 18681500189. 28681500202. 28681500228, 28681500244 28681500286.28681500325
acreage revealed by survey exceeds 5% of the overall acreage. If the survey
provided by Seller or obtained by Purchaser, as certified by a registered Florida
surveyor, shows: (a) an encroachment onto the property; or (b) that an
improvement located on the Property projects onto lands of others, or (c) lack of
legal access to a public roadway. the Purchaser shall notify the Seller in writing
of such encroachment. projection. or lack of legal access, and Seller shall have
the option of curing said encroachment or projection, or obtaining legal access
to the Property from a public roadway, within sixty (60) days of receipt of said
written notice from Purchaser. Purchaser shall have ninety (90) days from the
effective date of this Agreement to notify Seller of any such objections. Should
Seller elect not to or be unable to remove the encroachment. projection, or
provide legal access to the property within said sixty (60) day period, Purchaser,
by providing written notice to Seller within seven (7) days after expiration of said
sixty (60) day period. may accept the Property as it then is. waiving any objection
to the encroachment. or projection. or lack of legal access, or Purchaser may
terminate the Agreement. 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 Property with the encroachment, or projection, or
lack of legal access.
4.014 Seller agrees to fix, repair, or renovate all items in Exhibit B.
V. INSPECTION PERIOD
5.01 Purchaser shall have one hundred twenty (120) days from the date of this
Agreement, ("Inspection Period"), to determine through appropriate investigation
that:
1. Soil tests and engineering studies indicate that the Property can be developed
without any abnormal demucking. soil stabilization or foundations.
2. There are no abnormal drainage or environmental requirements to the
development of the Property.
3. The Property is in compliance with all applicable State and Federal environ-
mental laws and the Property is free from any pollution or contamination.
4 The Property can be utilized for its intended Office Space and satisfactory
completion of items in Exhibit B.
5.02 If Purchaser is not satisfied, for any reason whatsoever, with the results of any
investigation, Purchaser shall deliver to Seller prior to the expiration of the Inspection
Period. written notice of its intention to waive the applicable contingencies or to
terminate this Agreement. If Purchaser fails to notify the Seller in writing of its
specific objections as provided herein within the Inspection Period, it shall be
deemed that the Purchaser is satisfied with the results of its investigations and the
contingencies of this Article V shall be deemed waived. In the event Purchaser elects
CC Agreement 06!13;2024 Page 5 of 17
TAX ID NUMBERS 28681500024. 26861500040, 28681500066, 28681500082, 28681500118.28681500121,28681500147, 1 28681500163. 18681500189, 28681500202 28681500228. 28681500244.28681500286. 28681500325 6
to terminate this Agreement because of the right of inspection. Purchaser shall
deliver to Seller copies of all engineering reports and environmental and soil testing
results commissioned by Purchaser with respect to the Property.
5.03 Purchaser and its agents. employees and servants shall. at their own risk and
expense, have the right to go upon the Property for the purpose of surveying and
conducting site analyses. soil borings and all other necessary investigation.
Purchaser shall. in performing such tests, use due care. Seller shall be notified by
Purchaser no less than twenty-four (24) hours prior to said inspection of the
Property.
VI. INSPECTION
6.01 Seller acknowledges that the Purchaser, or its authorized agents, shall have
the right to inspect the Property at any time prior to the Closing.
VII. POSSESSION
7.01 Purchaser shall be entitled to full possession of the Property at Closing.
VIII. PRORATIONS
8.01 Ad valorem taxes next due and payable, after closing on the Property, shall be
prorated at Closing based upon the gross amount of current year taxes. and shall
be paid by Seller.
IX. TERMINATION AND REMEDIES
9.01 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.
9.02 The parties acknowledge that the remedies described herein and in the other
provisions of this Agreement provide mutually satisfactory and sufficient remedies
to each of the parties and take into account the peculiar risks and expenses of each
of the parties.
X. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES
10.01 Seller and Purchaser represent and warrant the following:
CC Agreement 06/10/2024 Page 6 of 17
TAX ID NUMBERS. 28681500024 26861500040. 28681500066. 28681500082. 28681500118 28681500121.28681500147 ��
28681500163. 18681500189. 28681500202. 28681500228 28681500244 28681500286 28681500325
10.011 Seller and Purchaser have full right and authority to enter into and to
execute this Agreement and to undertake all actions and to perform all tasks
required of each hereunder. Seller is not presently the subject of a pending,
threatened or contemplated bankruptcy proceeding. Seller further represents
the Property is free from any and all occupants, tenants, and other persons or
entities claiming possession of the Property at the time of closing. This provision
shall survive closing.
10.012 Seller has full right, power, and authority to own and operate the
Property. and to execute, deliver, and perform its obligations under this
Agreement and the instruments executed in connection herewith. and to
consummate the transaction contemplated hereby. All necessary authorizations
and approvals have been obtained authorizing Seller and Purchaser to execute
and consummate the transaction contemplated hereby. At Closing, certified
copies of such approvals shall be delivered to Purchaser and/or Seller, if
necessary.
10.013 The warranties set forth in this paragraph shall be true on the date of this
Agreement and as of the date of Closing. Purchaser's acceptance of a deed to
the said Property shall not be deemed to be full performance and discharge of
every agreement and obligation on the part of the Seller to be performed
pursuant to the provisions of this Agreement.
10.014 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
governmental instrumentality that relate to this agreement or any other property
that could. if continued. adversely affect Seller's ability to sell the Property to
Purchaser according to the terms of this Agreement.
10.015 No party or person other than Purchaser has any right or option to
acquire the Property or any portion thereof.
10.016 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, without first obtaining
the written consent of Purchaser to such conveyance, encumbrance. or
agreement which consent may be withheld by Purchaser for any reason
whatsoever.
10.017 Seller represents that they have (it has) no knowledge that there is or
ever has been incinerators. septic tanks, or cesspools on the Property; all waste,
if any, is discharged into a public sanitary sewer system; Seller represents that
CC Agreement 06/10/2024 Page 7 of 17
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TAX ID NUMBERS 28681500024,26861500040, 28681500066.28681500082. 28681500118. 28681500121,28681500147
28681500163 18681500189. 28681500202. 28681500228, 28681500244, 28681500286.28681500325
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
that to their knowledge 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 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
contamination from neighboring properties. Seller represents that they have (it
has) no knowledge that there is or ever has been any storage tanks for gasoline,
or any other substances are or were located on the Property at any time during
or prior to Seller's ownership thereof. Seller represents that they have (it has)
no knowledge that any part of the Property has ever been used as a sanitary
landfill.
10.018 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 installation on or in connection with the Property in
order to comply with any laws, ordinances, codes or regulation with which Seller
has not complied.
10.019 Seller has no knowledge of unrecorded leases. licenses or other
possessory interests. 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
10.020 Seller has no knowledge that there are any suits, actions or arbitration,
bond issuances or proposals 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.
CC Agreement 06/10/2024 Page 8 of 17
TAX ID NUMBERS 28681500024. 26861500040 28681500066 28681500082.28681500118.28681500121.28681500147
28681500163 18681500189. 28681500202 28681500228. 28681500244. 28681500286 28681500325
16B3
10.021 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.
10.022 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.
10.023 Seller represents. warrants and agrees to indemnify, reimburse, defend
and hold Purchaser harmless from any and all costs (including attorney's fees)
asserted against, imposed on or incurred by Purchaser, directly or indirectly,
pursuant to or in connection with the application of any federal. state, local or
common law relating to pollution or protection of the environment which shall be
in accordance with, but not limited to, the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, 42 U.S.C. Section 9601, et
seq.. ("CERCLA" or "Superfund"). which was amended and upgraded by the
Superfund Amendment and Reauthorization Act of 1986 ("SARA"). including any
amendments or successor in function to these acts. This provision and the rights
of Purchaser. hereunder, shall survive Closing and are not deemed satisfied by
conveyance of title.
10.024 Any loss and/or damage to the Property between the date of this
Agreement and the date of Closing shall be Seller's sole risk and expense.
Xl. NOTICES
11 .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 receipt, or by registered. or certified mail, return receipt requested.
postage prepaid. and with notification to the other Party sent via email containing
the tracking number and/or fax number (if applicable) of such notice addressed as
follows.
CC Agreement 06/10/2024 Page 9 of 17
TAX ID NUMBERS 28681500024 26861500040 28681500066 28681500082 28681500118. 28681500121.28681500147. a 6 B
28681500163 18681500189. 28681500202 28681500228. 28681500244. 28681500286 28681500325
If to Purchaser: Kristi Sonntag, Division Director
Community & Human Services
3339 Tamiami Trail E Bldg H Suite 213
Naples, Florida 34112
Email: Kristi.Sonntaq(a�colliercountyfl.gov
With a copy to: Attn: Grant Cox
Collier County Real Property Management
2685 Horseshoe Dr. S.. Suite 103
Naples, Florida 34104
Telephone number: 239-252-5373
Fax number: 239-252-8876
Email: Grant.Cox@colliercountyfl.gov
If to Seller: Bigi & Bigi LLC
A Florida limited liability company
144 Governors Hill Rd
Oxford. CT 06478
Telephone number: 347-225-6599
Fax number:_N/A
Email: Arica EastCoastGroupRealty.Com
11.02 The addressees and numbers for the purpose of this 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 of 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.
XII. REAL ESTATE BROKERS
12.01 Any and all brokerage commissions or fees shall be the sole responsibility of
the Seller. Seller shall indemnify 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
pay any and all commissions or fees at closing pursuant to the terms of a separate
agreement, if any.
XIII. MISCELLANEOUS
13.01 This Agreement may be executed in any manner of counterparts which
together shall constitute the agreement of the parties.
CC Agreement 06/10/2024 Page 10 of 17
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1
TAX ID NUMBERS 28681500024 26861500040.28681500066. 28681500082. 28681500118 28681500121.28681500147 6 p�y
28681500163. 18681500189.28681500202. 28681500228 28681500244 28681500286 28681500325 1 U J
13.02 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.
personal representatives, successors, successor trustee, and assignees whenever
the context so requires or admits.
13.03 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 shall be binding upon Purchaser and
Seller as soon as it has been executed by both parties.
13.04 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 intent of this Agreement or any provisions hereof.
13.05 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.
13.06 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.
13.07 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.
13.08 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, Florida.
13.09 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. Florida
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 to Chapter 517, Florida Statutes, whose stock
is for sale to the general public, it is hereby exempt from the provisions of Chapter
286, Florida Statutes.)
CC Agreement 06/10/2024 Page 11 of 17
TAX ID NUMBERS 28681500024 26861500040 28681500066. 28681500082 28681500118 28681500121. 28681500147
28681500163 18681500189. 28681500202 28681500228. 28681500244. 28681500286 28681500325 [1
13.10 This Agreement is governed and construed in accordance with the laws of
the State of Florida.
XIV. ENTIRE AGREEMENT
14.01 This Agreement and the exhibits attached hereto contain the entire
agreement between the parties. and no promise, representation, warranty, or
covenant not included 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 of the essence of this Agreement.
XV. ACKNOWLEDGMENT OF POTENTIAL FUTURE USE
15.01 Any development rights or credits available on the Property are relinquished
by the Seller and conveyed to the Purchaser at closing as part of the sale of the
Property.
SIGNATURES APPEAR ON THE FOLLOWING PAGES
CC Agreement 06/10/2024 Page 12 of 17
P�� ( C)2Q
TAX ID NUMBERS 28681500024 26861500040. 28681500066.28681500082, 28681500118 28681500121.28681500147 16 B 3
28681500163 18681500189. 28681500202 28681500228 28681500244 28681500286 28681500325
IN WITNESS WHEREOF, the parties hereto have signed below.
Dated Project/Acquisition Approved by BCC: -/,s/z off- /6 '9. 3
AS TO PURCHASER:
ATTEST:
CRYSTAL K. KINZEL. Clerk of the BOARD OF COUNTY COMMISSIONERS
Circuit Court and Comptroller COLLIER COUNTY. FLORIDA
Attest as to ChairetaniS
signature onty. By:
` �,,� ,. %, Deputy Clerk Burt Saunders, Chairman
1,
REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK
CC Agreement 06510;2024 Page 13 of 17
I
f
TAX ID NUMBERS, 28681500024,26861500040,28681500066.28681500082,28681500118,28681500121,28681500147. 16133
6133
28681500163. 18681500189.28681500202. 28681500228.2/1681500244,28681500286,28681500325
AS TO SELLER:
Bigi & Bigi, LLC
A Florida limited liability company
DATED: c/) Lk
By:
git
Print Name: Al Bigi
Title : Manager
Approved - form and legality:
l 1\N1 tc()V\\4(Assistant Coun Attomey
CC Agreement 06/10/2024 t`�` v
` Page 14 of 17
/ \� GP
TAX ID NUMBERS 28681500024. 26861500040. 28681500066. 28681500082, 28681500118. 28681500121.286815001477 1 6 3
28681500163. 18681500189 28681500201 28681500228. 28681500244 28681500286.28681500325
EXHIBIT "A"
2671 Airport Road South, Naples, FL 34112 is 1.17 Acres zoned as C3, and includes a
3 story 18,600 GBA square feet +/- condominium office building which consists of
16,000 square feet +/- of office condo space, and 76 parking spaces.
Unit # 101's Legal Description is (Folio # 28681500024): Unit 101 and 103 of Court
Plaza III, a Condominium, according to The Declaration of Condominium recorded in
O.R. Book 1859. Page 1710. as amended in O.R. Book 3603. page2641, and all
exhibits and amendments thereof. Public Records of Collier County, Florida.
Unit # 102's Legal Description is (Folio # 28681500040): Unit No. 102 and 104 of Court
Plaza III, a Condominium. according to The Declaration of Condominium recorded in
O.R. Book 1859. Page 1710, and all exhibits and amendments thereof, Public Records
of Collier County, Florida.
Unit # 103's Legal Description is (Folio # 28681500066). Unit 101 and 103 of Court
Plaza III, a Condominium, according to The Declaration of Condominium recorded in
O.R. Book 1859, Page 1710, as amended in O.R. Book 3603. page2641, and all
exhibits and amendments thereof, Public Records of Collier County. Florida.
Unit # 104's Legal Description is (Folio # 28681500082): Unit No. 102 and 104 of Court
Plaza III, a Condominium, according to The Declaration of Condominium recorded in
O.R. Book 1859. Page 1710, and all exhibits and amendments thereof. Public Records
of Collier County. Florida.
Unit # 106's Legal Description is (Folio # 28681500118): Unit No. 106 of Court Plaza III.
A Condominium, according to The Declaration of Condominium recorded in O.R. Book
1859, Page 1710. and all exhibits and amendments thereof. Public Records of Collier
County. Florida.
Unit # 201's Legal Description is (Folio # 28681500121): Unit 201, 203, and 206 Court
Plaza III a Condominium, according to the Declaration of Condominium thereof
recorded in Official Record Book 1859, Pages 1710 through 1773, inclusive. and as
thereafter amended or modified, of the Public Records of Collier County, Florida.
Unit # 202's Legal Description is (Folio # 28681500147): Unit 202, 204, and 205 Court
Plaza III, a Condominium, according to the Declaration of Condominium thereof
recorded in Official Record Book 1859, Pages 1710 through 1773, inclusive, and as
thereafter amended or modified. of the Public Records of Collier County. Florida.
CC Agreement 06 2C24 Page 15 of 17
TAX ID NUMBERS 28681500024 26861500040.28681500066. 28681500082. 28681500118 28681500121 28681500147 16133
28681500163. 18681500189 28681500202 28681500228 28681500244 28681500286 28681500325
Unit # 203's Legal Description is (Folio # 28681500163): Unit 201, 203, and 206 Court
Plaza Ill a Condominium, according to the Declaration of Condominium thereof
recorded in Official Record Book 1859, Pages 1710 through 1773, inclusive, and as
thereafter amended or modified. of the Public Records of Collier County. Florida.
Unit # 204's Legal Description is (Folio # 28681500189): Unit 202, 204. and 205 Court
Plaza Ill, a Condominium, according to the Declaration of Condominium thereof
recorded in Official Record Book 1859. Pages 1710 through 1773, inclusive, and as
thereafter amended or modified, of the Public Records of Collier County, Florida.
Unit # 205's Legal Description is (Folio # 28681500202): Unit 202. 204, and 205 Court
Plaza Ill, a Condominium, according to the Declaration of Condominium thereof
recorded in Official Record Book 1859. Pages 1710 through 1773, inclusive. and as
thereafter amended or modified, of the Public Records of Collier County. Florida.
Unit # 206's Legal Description is (Folio # 28681500228): Unit 201, 203. and 206 Court
Plaza Ill a Condominium, according to the Declaration of Condominium thereof
recorded in Official Record Book 1859, Pages 1710 through 1773, inclusive, and as
thereafter amended or modified, of the Public Records of Collier County, Florida.
Unit # 301's Legal Description is (Folio # 28681500244): Unit Nos. 301 , 303, and 305 of
Court Plaza Ill. a Condominium. according to The Declaration of Condominium
recorded in O.R. Book 1859. Page 1710, as amended in O.R. Book 3603, Page 2641 ,
and all exhibits and amendments thereof, Public Records of Collier County. Florida.
Unit # 303's Legal Description is (Folio # 28681500286): Unit Nos. 301 . 303, and 305 of
Court Plaza III. a Condominium, according to The Declaration of Condominium
recorded in O.R. Book 1859. Page 1710, as amended in O.R. Book 3603, Page 2641,
and all exhibits and amendments thereof, Public Records of Collier County, Florida.
Unit # 305's Legal Description is (Folio # 28681500325): Unit Nos. 301. 303. and 305 of
Court Plaza III. a Condominium. according to The Declaration of Condominium
recorded in O.R. Book 1859, Page 1710. as amended in O.R. Book 3603. Page 2641 ,
and all exhibits and amendments thereof, Public Records of Collier County, Florida.
CC Agreement 06/10/2024 Page 16 of 17
TAX ID NUMBERS 28681500024 26861500040 28681500066.28681500082. 28681500118 28681500121 28681500147 @ B/�
28681500161 18681500189. 28681500202. 28681500228 28681500244 28681500286 28681500325 �7 J
Exhibit "B"
1. Install a handicap door at the NE entrance to ensure ADA compliance.
2. Replace I repair mirrors and gates throughout the property to ensure functionality
and safety.
3. Replace all screens in windows and doors to ensure they are in proper working
order.
4. Provide additional handicap parking spots to meet accessibility standards. Three
additional handicap parking spots are required.
5. Repair cracked tiles on the first and second floors, e.g. lobby, common areas to
improve appearance and safety.
6. Repair or replace key code box.
7. Add railing to front step for safety.
8. Provide updated and current inspection certification for service of elevator.
9. Resurface the 4 foot by 4 foot area of parking lot that is bubbling, and replace the
asphalt. Seal coat and re-stripe the entire parking area for the Property
CC Agreement 06/10/2024 Page 17 oo`ff1�17
1 6 a 3
Addendum to Purchase and Sale Agreement
1031 Exchange Clause / Broker Disclosure
1. This is an addendum to the Purchase and Sale Agreement between Bigi&Bigi LLC and Collier
County for the sale of Units 101, 102, 103, 104, 106, 201, 202, 203, 204, 205, 206, 301, 303,
and 305 at Court Plaza III in Naples, Florida.
2.Seller is planning to use the proceeds of this transaction for a Like-Kind Exchange under Internal
Revenue Code Section 1031. Buyer must, if requested by Seller, cooperate with the Seller to
designate the conveyance of the property as a tax-deferred like-kind exchange of real property
under the Internal Revenue Code Section 1031. At the request of the Seller, the obligation to
cooperate will include permitting the Property to be conveyed to an intermediary qualified to
facilitate the exchanges under a 1031. Under no circumstances will the obligation to cooperate
under this section include an obligation by the Buyer to incur any expense,assume any liability,
or agree to postpone the closing.
3. DISCLOSURE: One of the owners of Bigi & Bigi LLC is a licensed real estate broker in the
state of Florida and Connecticut.
4. All other terms of the Purchase and Sale Agreement will remain the same.
IN WITNESS WHEREOF, the parties hereto have signed below.
Date Project/Acquisition Approved by BCC: ./Zs/Lo zj /6 b. 3
AS TO PURCHASER:
ATTEST:
CRYSTAL K. KINZEL, Clerk of the BOARD OF COUNTY COMMISSIONERS
Circuit Court and Comptroller COLLIER COUNTY, FLORIDA
=sytgBwys I+H
swature only. By:
- , Deputy Clerk Burt Saunders, Chairman
�F .,,
e • It:
A 4 r
Bigi&Bigi, LLC
A Florida limited liability company Approv s o f rm a egality
DATED:(CC
Assistant County Attorney
By:
Print Name: Ali Bigi
Title: Manager
(Addendum Page 1 of 1)
16B3
2TAX I NUMBERS:28681500024,86815 00163, 28681500286,18681500189,28681500202,,286815002280, 028681500244, 0121,28681500147,
28681500325
SECOND ADDENDUM TO AGREEMENT FOR SALE AND PURCHASE
THIS SECOND ADDENDUM TO AGREEMENT FOR SALE AND PURCHASE ("Second
Addendum")is made and entered into on the same date as the Agreement for Sale and Purchase
by and between Bigi & Bigi LLC. a Florida limited liability company, whose address is 144
Governors Hill Road, Oxford, CT 06478 (hereinafter referred to as "Seller"), and COLLIER
COUNTY, a political subdivision of the State of Florida, its successors and assigns, whose
address is 2685 Horseshoe Dr. S., Suite 103, Naples, FL 34104 (hereinafter referred to as
"Purchaser").
WITNESSETH
WHEREAS, Seller and Purchaser have entered into that certain Agreement for Sale and
Purchase, signed by Seller December 29, 2024 ("Original Agreement"); and
WHEREAS,Seller and Purchaser also entered into that certain First Addendum To Purchase and
Sale Agreement 1033 Exchange Clause/Broker Disclosure,signed by Seller December 29, 2024,
("First Addendum"); and
WHEREAS, Unit 305, a portion of the Property described in Exhibit A to the Original Agreement,
is currently leased by Seller through February 2025, and Seller desires to continue leasing the
unit; and
WHEREAS, Seller has informed Purchaser that it has a prospective tenant for Unit 305 available
for immediate occupancy; and
WHEREAS, Purchaser desires to keep the unit vacant upon the conclusion of the current lease
term for immediate occupancy by County personnel; and
WHEREAS, the Parties wish to amend the Purchase Price in order to contemplate an estimated
increase in the appraised value as a result of the Seller's loss in income potential due to the
proposed vacancy of Unit 305, and ensure that no other leases will encumber the Property.
NOW, THEREFORE, and 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 sufficiency of which is hereby acknowledged, it is agreed as follows:
1. Paragraph 2.01 of the Original Agreement is hereby amended as follows:
II. PAYMENT OF PURCHASE PRICE
2.01 The purchase price {the "Purchase Price")for the Property shall be Three Million
d.gg�lggs ($3,550,000.00) Three
Million Five Hundred Fifty Six Thousand Four Hundred and 00/100 dollars
($3,556,400.00), (U.S. Currency) or the average of two appraisals engaged by the
Purchaser, whichever is lower, payable at time of closing; provided and if the Board of
County Commissioners does not approve the Purchase Price of Three Million-Five
0,000.00) Three Million
Five Hundred Fifty Six Thousand Four Hundred and 00/100 dollars ($3,556,400.00),
Seller shall have the right to rescind the Purchase Agreement.
Second Addendum to Agreement for Sale and Purchase--Bigi&Bigi, LLC
2025
16B3
TAX ID NUMBERS:28681500024,26861500040,28681500066,28681500082,28681500118,28681500121,28681500147,
28681500163.18681500189,28681500202,28681500228,28681500244,28681500286,28681500325
Effective upon full approval of the Agreement for Sale and Purchase, including all
addenda, Seller shall not enter into any new leases, lease renewals, or other use
arrangements for Unit 305 or any other units within the Property. This restriction shall
remain in effect through the Closing Date.
2. No Further Modifications: Except as expressly modified by this Second Addendum,
all terms and conditions of the Original Agreement and any prior addenda shall remain
in full force and effect.
SIGNATURES APPEAR ON THE FOLLOWING PAGES
IN WITNESS WHEREOF, the parties hereto have signed below.
Dated Project/Acquisition Approved by BCC: /Zj"/2?2J /'P.
AS TO PURCHASER:
ATTEST:
CRYS.TALk.*NgEL, Clerk of the BOARD OF COUNTY COMMISSIONERS
CircLFit Cti Het. ornptroller COLLIER COUNTY, FLORIDA
M'
Attest as to Chairman's
By:
, Deputy Clerk &un? rran
AS TO SELLER
Bigi & Bigi, LLC
A Florida limited liability company
DATED:
.
By:
Print Name: Al Big
Title : Manager
2
Second Addendum to Agreement for Sale and Purchase--Bigi&Bigi,LLC
2025
1 6 B 3
TAX ID NUMBERS:28681500024,26861500040,28681500066,28681500082,28681500118,28681500121,28681500147,
28681500163,18681500189,28681500202,28681500228,28681500244,28681500286,28681500325
Approved as to rm and legality:
Sally . shk r, Assistant County Attorney
Second Addendum to Agreement for Sale and Purchase--Bigi &Bigi,LLC
2025