Agenda 09/26/2017 Item #16A3309/26/2017
EXECUTIVE SUMMARY
Recommendation to approve a second 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: $10,000.
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 and 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 and an
Amendment to Purchase Agreement on April 25, 2017 as Item 16.A.11.
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 its intende d purpose.
Additionally, the property association has taken the view that it is entitled to amend the aforesaid
Declaration and levy assessments against the property.
Staff is negotiating with the Property Owners Association for the release of the property from the
aforesaid Declaration. As negotiations and due diligence continue, closing has been delayed. The
attached second amendment extends the County’s right to conduct its due diligence and also extends the
closing date. It also increases the purchase price by $10,000 as compensation for a portion of the seller’s
carrying charges due by reason of the further extension of the closing date.
FISCAL IMPACT: Funding in the amount of $10,000 is available for this acquisition in the Immokalee
Stormwater Improvement Program (project no. 60143) within the Stormwater Capital Improvement Fund
(325). Source of funds is a transfer from the Unincorporated Area General Fund (111).
LEGAL CONSIDERATIONS: This item has been approved as to form and legality, and requires a
majority vote for Board approval. The County Attorney’s Office has sent the property owner a notice to
cure letter to preserve the County’s objections and to keep the contract active pending Board
consideration of the Second Amendment. - 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 Second 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
16.A.33
Packet Pg. 881
09/26/2017
amended.
Prepared by: Michelle Sweet, Property Acquisition Specialist, ROW, Transportation Engineering
Division, Growth Management Department
ATTACHMENT(S)
1. Location Map (PDF)
2. Purchase Agreement (PDF)
3. Amendment to Purchase Agreement (PDF)
4. Second Amendment to Purchase Agreement (PDF)
16.A.33
Packet Pg. 882
09/26/2017
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.A.33
Doc ID: 3571
Item Summary: Recommendation to approve a second 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: $10,000.
Meeting Date: 09/26/2017
Prepared by:
Title: Property Acquisition Specialist – Transportation Engineering
Name: Michelle Sweet
08/08/2017 9:53 AM
Submitted by:
Title: Division Director - Transportation Eng – Transportation Engineering
Name: Jay Ahmad
08/08/2017 9:53 AM
Approved By:
Review:
Growth Management Department Lisa Taylor Additional Reviewer Completed 08/10/2017 9:55 AM
Transportation Engineering Jay Ahmad Additional Reviewer Completed 08/10/2017 9:57 AM
Road Maintenance Travis Gossard Additional Reviewer Completed 08/10/2017 1:19 PM
Growth Management Department Diane Lynch Level 1 Reviewer Completed 08/14/2017 10:56 AM
Capital Project Planning, Impact Fees, and Program Management Amy Patterson Additional Reviewer Completed 08/15/2017 10:27 AM
Growth Management Department Michael Cox Department Head Review Skipped 08/10/2017 9:15 AM
Growth Management Department James French Deputy Department Head Review Completed 08/15/2017 10:34 AM
County Attorney's Office Jennifer Belpedio Level 2 Attorney of Record Review Completed 08/18/2017 10:36 AM
Transportation Engineering Kevin Hendricks Additional Reviewer Completed 08/08/2017 12:58 PM
Capital Project Planning, Impact Fees, and Program Management Robert Wiley Additional Reviewer Completed 08/08/2017 1:02 PM
Growth Management Operations Support Allison Kearns Additional Reviewer Completed 08/08/2017 3:57 PM
Growth Management Department Gene Shue Additional Reviewer Completed 08/08/2017 4:20 PM
Office of Management and Budget Valerie Fleming Level 3 OMB Gatekeeper Review Completed 08/18/2017 1:28 PM
County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 08/18/2017 3:01 PM
Office of Management and Budget Susan Usher Additional Reviewer Completed 08/21/2017 2:21 PM
Growth Management Department Lisa Taylor Additional Reviewer Completed 08/31/2017 12:43 PM
16.A.33
Packet Pg. 883
09/26/2017
County Manager's Office Leo E. Ochs Level 4 County Manager Review Completed 08/24/2017 4:12 PM
Board of County Commissioners Michael Cox Meeting Completed 09/12/2017 9:00 AM
16.A.33
Packet Pg. 884
AERIAL PHOTO OF JOSEPH PROPERTY
60143 – 101FEE
16.A.33.a
Packet Pg. 885 Attachment: Location Map (3571 : 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
16.A.33.b
Packet Pg. 886 Attachment: Purchase Agreement (3571 : 60143-101FEE)
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
16.A.33.b
Packet Pg. 887 Attachment: Purchase Agreement (3571 : 60143-101FEE)
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
16.A.33.b
Packet Pg. 888 Attachment: Purchase Agreement (3571 : 60143-101FEE)
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.
16.A.33.b
Packet Pg. 889 Attachment: Purchase Agreement (3571 : 60143-101FEE)
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
16.A.33.b
Packet Pg. 890 Attachment: Purchase Agreement (3571 : 60143-101FEE)
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
16.A.33.b
Packet Pg. 891 Attachment: Purchase Agreement (3571 : 60143-101FEE)
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
16.A.33.b
Packet Pg. 892 Attachment: Purchase Agreement (3571 : 60143-101FEE)
PROJECT: 60143
PARCEL(s): 101 FEE
FOLIO(s): 22430001026
AMENDMENT TO PURCHASE AGREEMENT
THIS AMENDMENT TO PURCHASE AGREEMENT is made and entered into this
4144
day of 14-0,‘,1 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 Immokalee 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
16.A.33.c
Packet Pg. 893 Attachment: Amendment to Purchase Agreement (3571 : 60143-101FEE)
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.
2. 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 Closing Documents are
received by County, whichever is later. Therefore, Closing shall occur within
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." County 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
to resolve the objectionable 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 (10) days from receipt of such notice to either
i) agree to undertake to cure such objection(s) within thirty (30) days of the date
of County's notice of objection (the "Cure Period") or (ii) provide written notice to
County that Owner will not cure the objection(s) (the "Reply Period").
If Owner is unable to cure the title objection(s) to County's sole satisfaction within
the Cure Period or provides notice to County that Owner will not undertake to
cure the title objection(s), County, as its sole and exclusive remedy, shall have
the option of (a) accepting the title "as is" without recourse to Owner, or (b)
terminating this Agreement by written notice to Owner and thereupon County
and Owner shall each be released from all further obligations to each other
respecting matters arising from this Agreement.
3. 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.
16.A.33.c
Packet Pg. 894 Attachment: Amendment to Purchase Agreement (3571 : 60143-101FEE)
IN WITNESS WHEREOF, Owner and County have executed this Amendment to
Purchase Agreement the day and year first above written.
AS TO OWNER:
DATED: ,t Z 2 ( (* --
WITNESSES:
8 42-L-440— A-74/V1/14 -
Signature) SONNY JOSEPH
SQW1 9 U /5 &
Printed Name)
161444/44.)
Signature)
Printed Name)
ATTEST:
DWIGHT E. BROCK, CLERK COLLIER COUNTY
DATED: ill
Q(ek‘;
iik-QA Cr-a4telit' k- By:
Attest as to CRftTsY CLERK PENN TAYLOR, IIRMAN
signitteson'y:
Approved for form and legality:
AJ
Jennier A. Belpedi
Assistant County Attorney
16.A.33.c
Packet Pg. 895 Attachment: Amendment to Purchase Agreement (3571 : 60143-101FEE)
16.A.33.d
Packet Pg. 896 Attachment: Second Amendment to Purchase Agreement (3571 : 60143-101FEE)
16.A.33.d
Packet Pg. 897 Attachment: Second Amendment to Purchase Agreement (3571 : 60143-101FEE)
16.A.33.d
Packet Pg. 898 Attachment: Second Amendment to Purchase Agreement (3571 : 60143-101FEE)