Agenda 07/08/2014 Item # 11D7/8/2014 11.D.
EXECUTIVE SUMMARY
Recommendation to approve and execute a Purchase Agreement in the amount of $3,337,500 with
Kiropa Island, LLC for the purchase of 1.84 improved acres on Enterprise Avenue for the Supervisor
of Elections, and approve a $17,740 budget amendment.
OBJECTIVE: Provide requested facilities for the efficient, effective operation of the Supervisor of
Elections Office.
CONSIDERATIONS: At its Budget Workshop on June 28, 2014, the Board directed staff to negotiate an
agreement for the purchase of property to be used by the Supervisor of Elections. The Supervisor of
Elections is currently operating out of 3 locations. The Administrative office is located in Building C -2,
which is approximately 12,500 square feet. The training facility is located at the Golden Gate Community
Park, which is approximately 7,000 square feet, and 3,250 square feet of records storage space located at
3427 Progress Avenue. The Supervisor of Elections currently pays $2,750 a month to Flynn Storage to store
records.
The office and warehouse facility is located at 3750 Enterprise Avenue. There are two existing buildings on
the Property with 15,000 square feet of office space and 14,746 square feet of warehouse area. The buildings
are located on 1.84 acres, and have ample parking spaces.
The Supervisor of Elections believes that this Property will meet the Election needs for the next 20 years.
The buildings will need some renovations. This purchase will result in an approximate $33,000 annual
savings for records storage and will allow the Supervisor of Elections to be located in one location.
The purchase is subject to a building inspection and any other necessary inspections to ensure that the
Property can be utilized for its intended purposes; that the Property is in compliance with all applicable State
and Federal environmental laws and free from any pollution or contamination; and that all structures and
improvements on the Property are sound, and all systems, fixtures, and appliances are in good and safe
operating condition. The attached Purchase Agreement (Agreement) provides for a 75 day due diligence
period for appraisals and inspections. However, there is a convenience clause that allows the County to
terminate the Agreement on or before the 74`'' day of the due diligence period, with no penalty.
Real Property Management's staff appraiser has prepared a market valuation in the amount of $3.3 million.
The property currently lists for $3,475,000; however, the owner has agreed to accept $3,337,500. Real
Property Management has obtained quotes from two state certified independent appraisers and will issue the
Notice to Proceed should the Board be in favor of moving forward on this transaction. If the average of the
appraisals is lower than the purchase price, the Agreement can be terminated by the Board, renegotiations
may occur, or the Board can approve the purchase by an extraordinary vote.
If the Board approves to move forward with this transaction, staff will submit an agenda item for the
September 9, 2014 meeting outlining the appraisal results; the total cost of acquisition / renovations; and the
funding options.
The Agreement has been reviewed and approved by the County Attorney's Office.
FISCAL IMPACT: A budget amendment is needed for $17,740 from Project 31390 General Governmental
Operating and Impact Fee Refunds to Project 50118 SOE facility for the cost of appraisals, title work,
inspections and environmental audit. Source of funding will be from the General Government Impact Fees.
GROWTH MANAGEMENT IMPACT: This purchase is not inconsistent with the County's Growth
Management Plan or Master Space Plan.
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LEGAL CONSIDERATIONS: The Purchase Agreement is subject to appropriation. The Board will have
to determine how to fund both the purchase and the relocation expense or else terminate the contract. This
item has been approved for form and legality and requires a majority vote for Board consideration. If the
agreed purchase price exceeds the average of two appraisals, Section 125.355 (1)(b), Florida Statutes
requires the Board to approve the purchase by an extraordinary vote. JAB
RECOMMENDATION: Staff is recommending that the Board of County Commissioners: 1) Approves
the attached Purchase Agreement; 2) Authorizes the Chairman to execute the Agreement; 3) Approves the
attached budget amendment; and 4) directs the County Manager to bring back an item for the September 9,
2014 meeting outlining the total transaction and funding options.
PREPARED BY: Cindy M. Erb, SR/WA, Senior Property Acquisition Specialist, Real Property
Management, Department of Facilities Management
Attachments: Purchase Agreement
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COLLIER COUNTY
Board of County Commissioners
Item Number: 11.11.13.
7/8/2014 11. D.
Item Summary: Recommendation to approve and execute a Purchase Agreement with
Kiropa Island, LLC for the purchase of 1.84 improved acres on Enterprise Avenue for the
Supervisor of Elections, and approve a $17,740 budget amendment. (Len Price, Administrative
Services Administrator)
Meeting Date: 7/8/2014
Prepared By
Name: Valerie Fleming
Title: Operations Coordinator, Office of Management & Budget
7/1/2014 4:09:29 PM
Submitted by
Title: Operations Coordinator, Office of Management & Budget
Name: Valerie Fleming
7/1/2014 4:09:30 PM
Approved By
Name: UsherSusan
Title: Management/Budget Analyst, Senior, Office of Management & Budget
Date: 7/2/2014 10:16:49 AM
Name: KlatzkowJeff
Title: County Attorney,
Date: 7/2/2014 10:54:01 AM
Name: OchsLeo
Title: County Manager, County Managers Office
Date: 7/2/2014 12:00:19 PM
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Project: supervisor of Election Building
Folio: 00280200002
PURCHASE AGREEMENT
7/8/201411.D.
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THIS PURCHASE AGREEMENT is made and entered into on this day of
2014, by and between KIROPA ISLAND, LLC, a South Dakota
limited liability company, whose mailing address is 3408 S. Sycamore Avenue, Sioux
Falls, SD 57110 (hereinafter referred to as "Seller"), and COLLIER COUNTY, a
political subdivision of the State of Florida, whose mailing address is 3299 Tamiami Trail
East, Naples, Florida 34112 (hereinafter referred to as "Purchaser").
WHEREAS, Seller owns certain improved property located at 3750 Enterprise Avenue,
Naples, Florida, 34104 and more particularly described as follows:
The East 180 feet of the North Y2 of the West Y2 of the Northwest % of the
Northeast % of the Southwest Y4 of Section 36, Township 49 South,
Range 25 East.
And
The East 180 feet of the North 115 feet of the South '/2 of the West Y7. of
the Northwest 1/4 of the Northeast % of the Southwest % of Section 36,
Township 49 South, Range 25 East, all in Collier County, Florida.
which is incorporated herein by reference, together with all buildings, structures and
improvements, and attached fixtures (hereinafter referred to as "Property"), free from
liens;
WHEREAS, Seller has agreed to sell and Purchaser has agreed to buy the Property
subject to the terms and conditions that follow.
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. AGREEMENT
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.
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2. PURCHASE PRICE
The purchase price (the "Purchase Price ") for the Property shall be Three Million
Three Hundred Thirty Seven Thousand Five Hundred Dollars and no /100 dollars
($3,337,500.00), (U.S. Currency), payable at time of closing. This Purchase Agreement
is subject to appropriation by the Board of County Commissioners.
3. CLOSING
A. The Closing ( "Closing ") of the transaction shall be held on or before forty five
(45) days following the Inspection Period, unless extended by mutual written
agreement of the parties hereto. In no event shall the Closing occur on or
before October 15, 2014. The Inspection Period shall commence upon the
Effective Date. The Manager of the Real Property Management Section or
designee is authorized to enter such mutual written agreements on behalf of
the Purchaser for one extension of up to an additional sixty (60) days without
further approval by the Board of County Commissioners. The Closing shall be
held at the Collier County Attorney's Office, Administration Building, 3299
Tamiami Trail East, Suite 800, Naples, Florida. Purchaser shall be entitled to
possession as of Closing, unless otherwise provided herein. Seller shall deliver
the Property in broom -clean and working condition, and free of all debris upon
vacating the premises.
B. 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 or before 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:
1. 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.
2. Combined Purchaser - Seller closing statement.
3. A "Grantor's Non- Foreign, Taxpayer Identification & "Gap" Affidavit" as
required by Section 1445 of the Internal Revenue Code and as required
by the title insurance underwriter in order to insure the "gap" and issue the
policy contemplated by the title insurance commitment.
4. A W -9 Form, "Request for Taxpayer Identification and Certification" as
required by the Internal Revenue Service.
Agreement for Purchase (For Improved Property)
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5. Such evidence of authority and capacity of Seller and its representatives
to execute and deliver this Agreement and all other documents required to
consummate ate this transaction, as reasonably determined by Purchaser's
counsel and /or title company.
C. At the Closing, the Purchaser, or its assignee, shall cause to be delivered to
the Seller the following:
A negotiable instrument in an amount equal to Net Cash to Seller on the
Closing Statement. 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 "Requirements and Conditions" below, 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.
2. Funds payable to the Seller representing the Purchase Price shall be
subject to adjustments and prorations as hereinafter set forth.
D. Seller, at its sole cost and expense, shall pay at Closing all documentary
stamp taxes due upon the recording of the Warranty Deed, in accordance with
Chapter 201.01, Florida Statutes, and the cost of recording any instruments
necessary to clear Seller's title to the Property. The cost of the Owner's Form B
Title Policy, issued pursuant to the Commitment provided for in Section 7,
"Requirements and Conditions" below, shall be paid by Purchaser. The cost of the
title commitment shall also be paid by Purchaser.
E. 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.
APPRAISAL PERIOD
A. Purchaser shall have sixty (60) days from the date of this Agreement (Appraisal
Period), to obtain the required appraisal(s) in order to determine the value of the
Property pursuant to the requirements of Section 125.355, Florida Statutes.
B. If Purchaser is not satisfied, for any reason whatsoever, with the results of the
independent appraisal(s), Purchaser shall deliver to the Seller within fifteen (15)
days from the expiration of the Appraisal 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, it shall
be deemed that the Purchaser is satisfied with the results of its investigation and
the contingencies of this Section 7shall be deemed waived. In the event Purchaser
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elects to terminate this Agreement copies of the appraisal reports shall be furnished
to the Seller.
C. Seller acknowledges that if the agreed Purchase Price stated in Section 2
exceeds the average of two (2) independent appraisals, the Purchaser is required
to approve the purchase by an extraordinary vote. If such vote is not obtained,
then this Agreement shall terminate and the parties shall bear their own costs.
5 PROPERTY CONDITION DISCLOSURES
A. General. Seller represents that Seiler knows of no facts or conditions
materially affecting the value of the Property, except those which are readily
observable by Purchaser, or which have not been disclosed to Purchaser by Seller
in writing and furnished to Purchaser prior to the Effective Date of this Agreement.
B. Radon Gas. Florida law requires the following disclosure: Radon is a
naturally occurring radioactive gas that, when it has accumulated in a building in
sufficient quantities, may present health risks to persons who are exposed to it
over time. Levels of radon that exceed federal and state guidelines have been
found in buildings in Florida. Additional information regarding radon and radon
testing may be obtained from your county health department. Seller has no
knowledge of the existence of radon on the Property or any radon mitigation
having been performed on the Property.
C. Mold. Molds are commonly found both indoors and outdoors. Interior
infestation by certain molds may cause property damage and health problems for
some persons. Seller has no knowledge of any mold remediation having been
performed on the Property.
D. Warranty. Except as to any facts or conditions disclosed to Purchaser as
required under Section S.A. above, Seller warrants that to the best of Seller's
knowledge, all equipment; sprinkler, well, septic, heating, cooling, electrical and
plumbing and security systems; major mechanical components; roof (including
fascia and soffits); ceiling; structural walls; foundation; and related electrical and
mechanical components, if any (collectively "Systems and Equipment ") are in
Working Condition. "Working Condition" shall mean operating in a manner in
which the Systems and Equipment were designed to operate. The roof, ceiling,
interior and exterior walls, foundation, if any, shall be considered in Working
Condition if structurally sound and watertight. Seller shall not be required to repair
or replace any Cosmetic Condition. "Cosmetic Condition" shall mean an aesthetic
imperfection which does not affect the Working Condition of the item, including
corrosion; tears; worn spots; discoloration of floor covering or wallpaper or window
treatments; missing or torn screens; nail holes; scratches; dents; chips; caulking;
minor cracks in windows, driveways, sidewalks, and cracked roof tiles, curling or
worn shingles and limited roof life, so long as there is no evidence of structural
damage or leakage.
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6. INSPECTIONS
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A. inspection Period. Purchaser shall have seventy (75) days front the Effective
Date (Inspection Period) to have the Property and improvements thereon
inspected at Purchaser's expense as follows: (a) Systems and Equipment, by an
appropriately Florida licensed inspection company or licensed contractor, and /or
(b) radon gas, by a Florida certified radon measurement technician or specialist,
and /or (c) termites or other wood - destroying organisms, by a certified pest control
operator, (d) Environmental Assessment, by an appropriately Florida licensed
environmental consultant (collectively the "Inspection Items "). On the 74th day of
Inspection Period, Purchaser can terminate the Agreement for convenience. Upon
reasonable notice, Seller shall provide access and utilities service to the Property
to facilitate inspections.
B. Election and Response. If any inspection conducted during the Inspection
Period reveals: (1) that any Systems and Equipment are not in Working Condition,
and /or (2) the presence of radon gas or other contaminates at a level in excess of
EPA action levels, and /or (3) the existence of active infestation by termites or other
wood - destroying organisms and /or visible damage caused by active or past
infestation (collectively the "Defective Inspection Items"), Purchaser shall, within 15
days after expiration of the Inspection Period: (a) notify Seller of any Defective
Inspection Items, and (b) furnish to Seller a copy of the inspection report(s)
documenting the Defective Inspection Items, and (c) notify Seller of Purchaser's
election either to: (i) receive a credit from Seller at closing in lieu of any repairs,
replacements, treatment, mitigation or other remedial action necessary to bring the
Defective Inspection Items into compliance with the relevant standards set forth
above (the "Remedial Action "), or (ii) have Seller take Remedial Action at Seller's
expense prior to closing. If Purchaser elects to receive a credit, the amount of the
credit shall be equivalent to the estimated costs of any Remedial Action and shall
be determined not later than the earlier of Seller's Response Deadline, or 10 days
prior to the Closing. If Purchaser elects (i), Seller shall not be required to take any
Remedial Action. If Purchaser makes no election, Purchaser shall be deemed to
have elected to receive a credit at Closing.
C. Not later than 15 days from receipt of the written notice and inspection
report(s) from Purchaser ( "Seller's Response Deadline "), Seller shall notify
Purchaser whether Seiler will give Purchaser credit equal to the cost of repairs,
take remedial action, or take no action with regard to the Defective Inspection Item.
Purchaser may terminate this Agreement within 10 days of Seller's Response
Deadline if Seller's election is not acceptable. If Purchaser does not elect to so
terminate this Agreement, Purchaser is deemed to have accepted the Property in
the condition it existed on the Effective Date, except that Purchaser retains the
rights set forth in Section S.G. (Walk Through Inspection) below. If Seller fails to
respond by the Seller's Response deadline, Seller shall be deemed to have
accepted Purchaser's election and Purchaser may receive credit at Closing as set
forth above.
D. If Purchaser does not have the Inspection Items inspected, or fails to do so
within the Inspection Period, or fails to timely report any Defective Inspection Items
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to Seller, Purchaser shall be deemed to have accepted the Property in the
condition it existed on the Effective Date, except that Purchaser retains the rights
set forth in Section 6.G. (VTalk Through inspection) below.
E. Remedial Action shall be deemed to have been properly performed if (1) the
Systems and Equipment are placed in Working condition (as defined above), (2)
radon gas within the residence on the Property is reduced to below EPA action
levels, and (3) any active infestation of termites or other wood - destroying
organisms is exterminated or treated, and all visible damage caused by active or
past infestation is repaired or replaced. Seiler shall make a diligent effort to
perform and complete all Remedial Action prior to the Closing Date, failing which a
sum equivalent to 150% of the estimated costs of completing the Remedial Action
shall be paid by Seller into escrow at Closing pending completion.
F. No cost to repair or replace any Systems and Equipment shall exceed the fair
market value of that item if it were in Working Condition. If the costs do exceed fair
market value, than either Seller or Purchaser may elect to pay such excess, failing
which, either party may terminate this Agreement upon written notice.
G. Walk- Through Inspection. Purchaser (or a designated representative) may
conduct a walk- through inspection of the Property prior to Closing and prior to
possession, to confirm: (1) completion of any Remedial Action agreed to by Seller
in Section 6.13 "Election and Response" above, (2) that the personal property items
which are being conveyed as part of this Agreement remain on the Property, (3)
that the personal property items which are not being conveyed as part of this
Agreement have been removed from the Property, and (4) that Seller has
maintained the Property as required in Sections 3 and 7. Upon reasonable notice,
Seller shall provide access and utilities service to the Property to facilitate the walk -
through inspection.
7. RISK OF LOSS
Seller shall maintain the Property (including without limitation the lawn, shrubbery, and
landscaping) in the condition existing on the Effective Date until Closing or date of
Purchaser's possession, whichever is later, except for ordinary wear and tear and any
Remedial Action agreed to by Seller under Section 6B above. Any future loss and /or
damage to the Property between the Effective Date and the Closing or date of
Purchaser's possession, whichever is earlier, shall be at Seller's sole risk and expense.
8. REQUIREMENTS AND CONDITIONS FOR CLOSING
Upon execution of this Agreement by both parties or at such other time as specified
within this Section, 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:
A. Within fifteen (15) days after the date hereof, Purchaser shall obtain as
evidence of title an ALTA Commitment for an Owner's Title Insurance Policy (ALTA
Form B -1970) covering the Property, together with hard copies of all exceptions
shown thereon. Purchaser shall have fifteen (15) days, following receipt of the title
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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 ;ale
unmarketable, Purchaser shall deliver to the Seller written notice of its intention to I
waive the applicable contingencies or to terminate this Agreement.
B. 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 fifteen (15) days to remedy any defects in order to convey good and
marketable title, except for liens or monetary obligations which will be satisfied at
Closing. Seller, at its sole expense, shall use its best efforts to make such title
good and marketable. In the event Seller is unable to cure said objections within
said time period, Purchaser, by providing written notice to Seller within seven (7)
days after expiration of said fifteen (15) day period, may accept title as it then is,
waiving any objection, or may terminate the Agreement.
C. Seller agrees to furnish any existing surveys of the Property in Seller's
possession to Purchaser within 10 (ten) 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, unless the difference in 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. Purchaser shall have sixty (60) days from the Effective Date of this
Agreement to notify Seller in writing 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 sixty (60) days, 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.
TERMINATION AND REMEDIES
A. If Seller shall have failed to perform any of the covenants and promises
contained herein, which are to be performed by Seller, within fifteen (15) days of
written notification of such failure, Purchaser may, at its option, terminate this
Agreement by giving written notice of termination to Seiler. Purchaser shall have
the right to seek and enforce all rights and remedies available at law or in equity to
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a contract vendee, including the right to seek specific performance of this
Agreement.
B. If the Purchaser has not terminated this Agreement pursuant to any of the
provisions authorizing such termination, and Purchaser fails to close the
transaction contemplated hereby or otherwise fails to perform any of the terms,
covenants and conditions of this Agreement as required on the part of Purchaser
to be performed, provided Seller is not in default, then Seller shall have the right to
terminate and cancel this Agreement by giving written notice thereof to Purchaser.
C. 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.
10. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES
Seller intends for Purchaser to rely on the representations contained in this Section in
entering into this Agreement and warrants the following:
A. Seller has 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.
B. 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.
C. The warranties set forth in this Articie are true on the Effective 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.
D. 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.
E. No party or person other than Purchaser has any right or option to acquire the
Property or any portion thereof.
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F. Until the date fixed for Closing or as long as this Agreement remains in force '
and effect, Seller shall not encumber or convey any portion vriion 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.
G. Seller represents that they have no knowledge that any pollutants are or have
been discharged from the Property, directly or indirectly into any body of water.
Seller represents that they have no knowledge that the Property has 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
knowledge that 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 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 no knowledge of storage tanks for gasoline, other than the gasoline tank
attached to the generator, or any other hazardous substances located on the
Property at any time during Seller's ownership thereof. Seller represents that to
the best of its knowledge, the Property has not been used as a sanitary landfill.
H. Seller has no knowledge that the Property, and /or that 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.
1. There are no unrecorded restrictions, easements or rights of way (other than
existing zoning regulations) that restrict or affect the use of the Property, and there
are no maintenance, construction, advertising, management, leasing, employment,
service or other contracts affecting the Property.
J. Seller has no knowledge that there are any suits, actions or arbitration, bond
issuances or proposals therefore, 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.
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K. Seller acknowledges and agrees that Purchaser is entering into this
Agreement based upon Seller's representations stated above and on the
understanding that Seiler will not cause t, ie zoning or physical conditions 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.
L. Seller represents and warrants that the operations or activities of Seller on the
property have been in compliance 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.
11. NOTICES
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 registered or certified mail, return receipt requested, postage prepaid or
personal delivery addressed as follows:
If to Purchaser: Collier County Real Property Management
3335 Tamiami Trail East, Suite 101
Naples, Florida 34112
Telephone (239) 252 -8922
Fax
(239) 252 -8876
With a copy to: Office of the County Attorney
3299 Tamiami Trail East, Suite 800
Naples, Florida 34112
Telephone (239) 252 -8400
Fax (239) 252 -0225
if to Seller: Kiropa Island LLC
3408 S. Sycamore Avenue
Sioux Falls, SD 57110
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The addressees, addresses 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 addressees, addresses and
numbers 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.
Notice shall be deemed given in compliance with this Article upon receipt of automated
fax confirmation or upon on the fifth day after the certified or registered mail has been
postmarked, or receipt of personal delivery.
12. REAL ESTATE BROKERS
Purchaser and Seller acknowledge and agree that Premier Commercial, Inc and
Investment Properties Corporation of Naples (IPC) are the only real estate brokers
connected with this Agreement. Thebrokerage commissions or fees payable to the
aforementioned brokers shall be the sole responsibility of the Seller and shall be paid at
Closing.
13. MISCELLANEOUS
A. This Agreement may be executed in any manner of counterparts which
together shall constitute the agreement of the parties.
B. This Agreement and the terms and provisions hereof shall be effective as of
the Effective Date 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.
C. 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.
D. 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.
E. 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.
F. 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.
G. 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
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next succeeding business day.
H. Seiler 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.
I. 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 s. 286.23, Fla.
Stat., 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.)
J. This Agreement is governed and construed in accordance with the laws of the
State of Florida.
K. The Effective Date of this Agreement will be the date of execution of this
Agreement by the last signing party.
L. This Agreement and is the entire agreement between the parties, and there
are no promises, representations, warranties or covenants by or between the
parties not included in this Agreement.
M. TIME IS OF THE ESSENCE to this Agreement.
IN WITNESS WHEREOF, the parties hereto set forth their hands seals.
AS TO PURCHASER:
DATED:
ATTEST: BOARD OF COUNTY COMMISSIONERS
DWIGHT E. BROCK, Clerk COLLIER COUNTY, FLORIDA
BY:
Deputy Clerk Tom Henning, Chairman
Approved as to form and legality:
Jennifer A. Belpedio, Assistant County Attorney P<
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AS TO SELLER:
DATED:
WITNESSES:
\ KIRQPA ISLAND, LLC, a South Dakota
(Signature). limited liability company
(Printed Name)
By:
(Signature) Paul H. dobrley, Manager
1 r
(Printed Name)
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