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Agenda 04/25/2017 Item #16A1104/25/2017 EXECUTIVE SUMMARY Recommendation to approve an amendment to purchase agreement for the purchase of a fee simple property (Parcel 101FEE), required for the Immokalee Stormwater Improvement Program (Project No. 60143). Estimated Fiscal Impact: $0. OBJECTIVE: To extend the closing date of an agreement to purchase a property needed for the Immokalee Stormwater Improvement Program (the Project) to provide more time to address certain title issues. CONSIDERATIONS: Collier County is seeking to purchase Parcel 101FEE, a fee simple parcel consisting of 28.14 acres owned by Sonny Joseph. Located at the southwest corner of Carson Road and Lincoln Boulevard, this property has been identified as being in an ideal location and of a suitable size for a stormwater quality treatment facility/pond for the Immokalee area. It is a follow -up project to the recently installed stormwater facilities along Immokalee Drive and will provide flooding relief in the area as well as provide treatment of stormwater runoff prior to flowing through the slough into Lake Trafford. The Board approved the Purchase Agreement on January 10, 2017 as Item 16A17. The property is part of a property association and subject to the Declaration of Covenants, Conditions and Restrictions of Arrowhead Reserve at Lake Trafford. Some of the conditions and restrictions set forth in said Declaration may inhibit or prohibit the County from using the property for intended purpose. Staff is attempting to negotiate concerns with the Property Owners Association and perform due diligence regarding options. As negotiations and due diligence continue, the closing has been delayed. The County seeks to extend our rights to perform due diligence and extend the closing date. The Seller is in agreement and has executed an Amendment to Purchase Agreement. FISCAL IMPACT: There is no fiscal impact associated with this action. LEGAL CONSIDERATIONS: This item has been approved as to form and legality, and requires a majority vote for Board approval. -JAB GROWTH MANAGEMENT IMPACT: This project is in accordance with the goals, objectives, and policies of all applicable sections of the Stormwater Management Sub-element and the Conservation and Coastal Management Element of the Growth Management Plan. RECOMMENDATION: . To approve the attached Amendment to Purchase Agreement and authorize the Chairman to execute same on behalf of the Board; and . To authorize the County Manager or his designee to take the necessary measures to ensure the County’s performance in accordance with the terms and conditions of the purchase agreement, as amended. Prepared By: Michelle Sweet, Property Acquisition Specialist, ROW, Transportation Engineering Division ATTACHMENT(S) 1. Location Map (PDF) 04/25/2017 2. 101FEE Agreement (PDF) 3. Amendment to Purchase Agreement (PDF) 04/25/2017 COLLIER COUNTY Board of County Commissioners Item Number: 16.A.11 Doc ID: 2958 Item Summary: Recommendation to approve an amendment to purchase agreement for the purchase of a fee simple property (Parcel 101FEE) required for the Immokalee Stormwater Improvement Program (Project 60143). Estimated Fiscal Impact: $0. Meeting Date: 04/25/2017 Prepared by: Title: Property Acquisition Specialist – Transportation Engineering Name: Michelle Sweet 03/24/2017 3:01 PM Submitted by: Title: Division Director - Transportation Eng – Transportation Engineering Name: Jay Ahmad 03/24/2017 3:01 PM Approved By: Review: Growth Management Department Diane Lynch Level 1 Division Reviewer Completed 03/24/2017 3:12 PM Growth Management Department Lisa Taylor Additional Reviewer Completed 03/24/2017 3:25 PM Transportation Engineering Jay Ahmad Additional Reviewer Completed 03/27/2017 7:46 AM Transportation Engineering Kevin Hendricks Additional Reviewer Completed 03/27/2017 9:32 AM Capital Project Planning, Impact Fees, and Program Management Amy Patterson Additional Reviewer Completed 03/27/2017 2:00 PM Growth Management Operations Support Allison Kearns Additional Reviewer Completed 03/28/2017 11:33 AM Growth Management Department Gene Shue Additional Reviewer Completed 03/28/2017 4:00 PM County Attorney's Office Jennifer Belpedio Level 2 Attorney of Record Review Completed 03/29/2017 11:24 AM Growth Management Department James French Additional Reviewer Completed 03/31/2017 10:58 AM County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 04/03/2017 8:40 AM Office of Management and Budget Valerie Fleming Level 3 OMB Gatekeeper Review Completed 04/10/2017 9:39 AM Office of Management and Budget Susan Usher Additional Reviewer Completed 04/17/2017 10:25 AM County Manager's Office Nick Casalanguida Level 4 County Manager Review Completed 04/18/2017 8:34 AM Board of County Commissioners MaryJo Brock Meeting Pending 04/25/2017 9:00 AM Growth Management Department Michelle Sweet Level 2 Division Administrator Skipped 03/24/2017 2:57 PM AERIAL PHOTO OF JOSEPH PROPERTY 60143 – 101FEE    PROJECT: 60143 PARCEL(s): 101 FEE FO L I O(s): 22430001026 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (hereinafter referred to as the "Agreement") is made and entered into on this 10 4' day of 2017, by and between SONNY JOSEPH, a married man, whose mailing address is 9430 Turkey Lake Rd 204, Orlando, FL 32819, (hereinafter referred to as "Owner"), and COLLIER COUNTY, a political subdivision of the State of Florida, whose mailing address is 3299 Tamiami Trail East, do the Office of the County Attorney, Suite 800, Naples, Florida 34112 hereinafter referred to as "County"). WHEREAS, County requires a fee estate in that land described in Exhibit "A" hereinafter referred to as the "Property"), which is attached hereto and made a part of this Agreement; and WHEREAS, Owner desires to convey the Property to County for the stated purposes, on the terms and conditions set forth herein; and WHEREAS, County has agreed to compensate Owner for conveyance of the Property. NOW THEREFORE, in consideration of these premises, the sum of Ten Dollars 10.00), and other good and valuable consideration, the receipt and sufficiency of which is hereby mutually acknowledged, it is agreed by and between the parties as follows: 1. RECITALS - All of the above RECITALS are true and correct and are hereby expressly incorporated herein by reference as if set forth fully below, and all Exhibits referenced herein are made a part of this Agreement. 2. PURCHASE PRICE - The purchase price (the "Purchase Price") for the Property shall be $453,173 (Four hundred fifty three thousand, one hundred seventy three dollars) (U.S. Currency) payable at time of closing, subject to the apportionment and distribution of proceeds pursuant to Paragraph 9 of this Agreement (said transaction hereinafter referred to as the Closing"). Said payment to Owner, payable by County Warrant or funds wire transfer, shall be full compensation for the Property conveyed. 3. CLOSING DOCUMENTS AND CLEAR TITLE - Owner shall convey a marketable title free of any liens, encumbrances, exceptions, or qualifications. Marketable title shall be determined according to the applicable title standards 0 Page 2 adopted by the Florida Bar and in accordance with law. Owner shall obtain from the holders of any liens, exceptions and/or qualifications encumbering the Property, the execution of such instruments which will remove, release or subordinate such encumbrances from the Property upon their recording in the public records of Collier County, Florida. Prior to Closing and as soon after the execution of this Agreement as is possible, Owner shall provide County with a copy of any existing title insurance policy and the following documents and instruments properly executed, witnessed, and notarized where required, in a form acceptable to County (hereinafter referred to as "Closing Documents"): a) General Warranty Deed; b) Instruments required to remove, release or subordinate any and all liens, exceptions and/or qualifications affecting County's enjoyment of the Property; c) Closing Statement; d) Grantor's Non-Foreign, Taxpayer Identification and "Gap" Affidavit; e) W-9 Form; and f) Such evidence of authority and capacity of Owner and its representatives to execute and deliver this agreement and all other documents required to consummate this transaction, as reasonably determined by County, County's counsel and/or title company. 4. TIME IS OF THE ESSENCE - Both Owner and County agree that time is of the essence. Therefore, Closing shall occur within ninety (90) days of the date of execution of this Agreement or within thirty (30) days of County's receipt of all Closing Documents, whichever is the later. This agreement shall remain in full force and effect until Closing shall occur, until and unless it is terminated for other cause. At Closing, payment shall be made to Owner in that amount shown on the Closing Statement as "Net Cash to the Seller." County shall be entitled to full possession of the Property at Closing. 5. MISCELLANEOUS REQUIREMENTS - Owner and County agree to do all things which may be required to give effect to this Agreement immediately as such requirement is made known to them or they are requested to do so, whichever is the earlier. 6.REPRESENTATIONS AND WARRANTIES - Owner agrees, represents and warrants the following: a) Owner has full right, power and authority to own and operate the Property, to enter into and to execute this Agreement, to execute, 0 Page 3 deliver and perform its obligations under this Agreement and the instruments executed in connection herewith, to undertake all actions and to perform all tasks required of Owner hereunder and to consummate the transaction contemplated hereby. b) County'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 Owner to be performed pursuant to the provisions of this Agreement. c) No party or person other than County has any right or option to acquire the Property or any portion thereof. d) Until the date fixed for Closing, so long as this Agreement remains in force and effect, Owner 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, without first obtaining the written consent of County to such conveyance, encumbrance, or agreement which consent may be withheld by County for any reason whatsoever. e) There are no maintenance, construction, advertising, management, leasing, employment, service or other contracts affecting the Property. f) Owner has no knowledge that there are any suits, actions or arbitration, administrative or other proceedings or governmental investigations or requirements, formal or informal, existing or pending or threatened which affect the Property or which adversely affect Owner'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 County in writing prior to the effective date of this Agreement. g) County is entering into this Agreement based upon Owner's representations stated in this Agreement and on the understanding that Owner will not cause the 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, Owner 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 adversely affect the physical condition of the Property or its intended use by County. h) The Property and all uses of the Property have been and presently are in compliance with all Federal, State and Local environmental Page 4 laws; that no hazardous substances have been generated, stored, treated or transferred on the Property except as specifically disclosed to the County; that the Owner has no knowledge of any spill or environmental law violation on any property contiguous to or in the vicinity of the Property to be sold to the County, that the Owner has not received notice and otherwise has no knowledge of a) any spill on the Property, b) any existing or threatened environmental lien against the Property or c) any lawsuit, proceeding or investigation regarding the generation, storage, treatment, spill or transfer of hazardous substances on the Property. This provision shall survive Closing and is not deemed satisfied by conveyance of title. 7.INDEMNIFICATION - Owner shall indemnify, defend, save and hold harmless the County against and from, and reimburse the County with respect to, any and all damages, claims, liabilities, laws, costs and expenses (including without limitation reasonable paralegal and attorney fees and expenses whether in court, out of court, in bankruptcy or administrative proceedings or on appeal), penalties or fines incurred by or asserted against the County by reason or arising out of the breach of any of Owner's representations under paragraph 7(h). This provision shall survive Closing and is not deemed satisfied by conveyance of title. 8. CURATIVE INSTRUMENTS, PROCESSING FEES, TAXES - County shall pay all fees to record any curative instruments required to clear title, and all Warranty Deed recording fees. In addition, County may elect to pay reasonable processing fees required by mortgagees in connection with the execution and delivery of a Release or Subordination of any mortgage, lien or other encumbrance recorded against the Property; provided, however, that any apportionment and distribution of the full compensation amount in Paragraph 2 which may be required by any mortgagee, lien-holder or other encumbrance- holder for the protection of its security interest, or as consideration due to any diminution in the value of its property right, shall be the responsibility of the Owner, and shall be deducted on the Closing Statement from the compensation payable to the Owner per Paragraph 2. County shall have sole discretion as to what constitutes "reasonable processing fees 9.DOCUMENTARY STAMP AND PRIOR YEAR AD VALOREM TAXES - There shall be deducted from the proceeds of sale all prior year ad valorem taxes and assessments levied against the parent tract property which remain unpaid as of the date of Closing. Furthermore, in accordance with the exemptions provided for in Section 201.01, Florida Statutes, concerning payment of documentary stamp taxes by County, Owner shall pay all documentary stamp taxes required on the instrument(s) of transfer, unless the Easement is acquired under threat of condemnation. Page 5 10. CLOSING STATEMENT ADJUSTMENTS - All current ad valorem real estate taxes due on the Property during Owner's term of possession, and all maintenance charges and assessments due from Owner, for which a bill is rendered prior to closing, will be charged against Owner on the closing statement. Real Property taxes shall be prorated based on the current year's tax and paid by Owner. If Closing occurs at a date when the current year's millage is not fixed, taxes will be prorated based upon such prior year's millage. 11. EFFECTIVE DATE - 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 trustees, and/or assignees, whenever the context so requires or admits. 12. PUBLIC DISCLOSURE - If the Owner holds the Property in the form of a partnership, limited partnership, corporation, trust or any form of representative capacity whatsoever for others, Owner shall make a written public disclosure, according to Chapter 286, Florida Statutes, under oath, subject to the penalties prescribed for perjury, of the name and address of every person having a beneficial interest in the Property before the Property held in such capacity is conveyed to County, its successors and assigns. (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.) 13. ENTIRE AGREEMENT - Conveyance of the Property by Owner is contingent upon no other provisions, conditions, or premises other than those so stated herein; and this written Agreement, including all exhibits attached hereto, shall constitute the entire Agreement and understanding of the parties, and there are no other prior or contemporaneous written or oral agreements, undertakings, promises, warranties, or covenants not contained herein. No modification, amendment or consensual cancellation of this Agreement shall be of any force or effect unless made in writing and executed and dated by both Owner and County. 14. SEVERABILITY - Should any part of this Agreement be found to be invalid, then such invalid part shall be severed from the Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and not be affected by such invalidity. 15. VENUE - This Agreement is governed and construed in accordance with the laws of the State of Florida. 0 Page 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. AS TO COUNTY: DATED: C' ATTEST: BOARD OF COUNTY COMMISSIONERS DWIGHT E. BROCtK, Clerk COLLIER COUNTY, FLORIDA je: reecdr 8f BY: stastoChairman'Pe'uty ler` DON A FIALA, CHAIRMAN signature 6nly. AS TO OWNER: DATED: it /2S2- itness (Signature)SONNY JOSEPH 27 lizoN4J// me (Print o Type) tom A4k4- 116 Witn$s (Signature) L- 'v` Name (Print or Type) Approved as to form and legality: Jennifer A. Belpedio Assistant County Attorney Last Revised: 12/10/2014 CAO Exhibit "A" Tract 3, Arrowhead Reserve at Lake Trafford - Phase One, according to the map or plat thereof as recorded in Plat Book 42, Page 94, Public Records of Collier County, Florida. Parcel Identification Number 22430001026 0312212017 12:09 Dr Sonny Joseph, ND PROJECT: 60143 PARCEL(s): 101 FEE FOLIO(s); 22430001026 (FAX)4073703411 P.0021004 AMENDMENT TO PURCHASE AOREEMENT THIS AMENDMENT TO PURCHASE AGREEMENT is made and entered into this day of _, 2017, by and between SONNY JOSEPH, a married man (hereinafter referred to as "Owner "), and COLLIER COUNTY, a political subdivision of the State of Florida (hereinafter referred to as "the County"). WITNESSETH WHEREAS, the County and Owner have previously entered into a Purchase Agreement with an effective date of January 11, 2017 (hereinafter referred to as the "Agreement" and attached as Exhibit "A" hereto) for the conveyance of a 28 acre parcel for County's Imrnokalee Stormwater Improvement Program Project No. 60143; and WHEREAS, pursuant to the terms of paragraph 3 of the Agreement, Owner shall convey "marketable title free of any liens, encumbrances, exceptions, or qualifications"; and WHEREAS, pursuant to the terms of paragraph 3(b) of the Agreement, Closing Documents include "[i]nstruments required to remove, release or subordinate any and all liens, exceptions- and/or qualifications affecting County's enjoyment of the Property; and WHEREAS, pursuant to the terms of paragraph 4 of the Agreement, `[c]losing shall occur within ninety (90) days of the date of execution" of the Agreement `or within thirty (30) days of County's receipt of all Closing Documents, whichever is the later"; and WHEREAS, the County objects to certain exceptions and/or encumbrances set forth in the Commitment for Title Insurance No. 01206-63223 issued by Stewart Title (hereinafter "title commitment"); and WHEREAS, the County and Owner desire to extend the closing date so the County may explore its options with regard to the exceptions and/or encumbrances set forth in said title commitment; and 0312212017 12:09 Dr Sormy Joseph, MD (FAR)4073703411 P.0031004 NOW THEREFORE, in consideration of the covenants and agreements provided within the Agreement and Ten Dollars ($10.00) and other good and valuable consideration, the said Agreement is hereby amended as follows: 1. The foregoing Recitals are true and correct and are incorporated by reference herein. r Paragraph 4 is hereby amended as follows: TIME IS OF THE ESSENCE: Both Owner and County agree that time is of the essence. Closing shall take place within forty-five (45) days from the date that all title objections are resolved as set forth herein or that Closinc Qccuments are received by County, whichever is later. TheFefWe, Gle ing shall ncG, « Wit ninety (90) days of the date of the evens bon of this AgFe me+nt or wiihin h�+rhr This agreement shall remain in full force and effect until Closing shall occur, until and unless it is terminated for other cause. At Closing, payment shall be made to Owner in that amount show on the Closing Statement as "Net Cash to the Seller." Courty shall be entitled to full possession of the Property at Closing. The County shall have an until August 1, 2017 to continue to explore its options tq rg5QIve the obiectionable exceptions_ and/or encumbrances to its sole satisfaction. In the event that the County is unable to resolve said objections to its sole satisfaction, the County shall notify Owner in writing specifying County's objections. Owner shall have ten Ll Q) days from receipt of such _notice to either Ii) agree to undertake to cure such obiectionwithin thirty 13 0) dans of the date Of County's notice of abjection (the "Cure Period") r "ii ro\ide written_ notice to County that Owner will not cure the obiection(s) (the "Reply Period"). If Owner is unable to cure the title obiection(s) to County's sole satisfaction within the Cure Period or provides notice to County that Owner will not undertake to ure the title obiection(s), 'count _ as its sole and exclusive remedy. In a I t havo the option of (a) accenting the title "as is" without recourse to Owner, or (b) terminating this Agreement by written notice to Owner and thereupon County and Owner shall aach be released from all further obligations to each other respecting matters arising from this Agreement. z. All other terms and conditions of said Agreement between the County and Owner remain unchanged and are in full force and effect. In addition, said terms and conditions are applicable hereto except as expressly provided herein to the contrary. This Amendment to Purchasing Agreement merges any prior written and oral understanding and agreements, if any, between the parties with respect to the matters set forth herein. 0312212017 12:10 Dr Somy Joseph, MD TAK}4073703411 P.0041004 IN WITNESS WHEREOF, Owner and County have executed this Amendment to Purchase Agreement the day and year first above written. AS TO OWNER: DATED: a [2 I A:Z� WITNESSES: (Signature) VNIT)? (Printed Name) (Signature) (Printed Name) ATTEST.- DWIGHT TTEST:DWIGHT E. BROCK, CLERK DATED: DEPUTY CLERK Approved for form and legality: Jennifer A_ Belpedio Assistant County Attorney SONNYJOSEPH COLLIER COUNTY PENNY TAYLOR, CHAIRMAN