Agenda 04/13/2021 Item #16C3 (3080 Frances Ave Sales Agreement)04/13/2021
EXECUTIVE SUMMARY
Recommendation to adopt a resolution approving the attached Real Estate Sales Agreement to
convey 3080 Francis Avenue to Residential Options of Florida, Inc., (ROOF) a not-for-profit
corporation.
OBJECTIVE: To convey 3080 Francis Avenue pursuant to the provisions of Section 125.38, Florida
Statutes.
CONSIDERATIONS: On September 22, 2020, under item 16.C.7, the Board of County Commissioners
approved certain real properties as surplus, and to convey one of the surplus properties, 3080 Francis
Avenue, to ROOF for a purchase price of $1,000, to help support their mission of enabling individuals
with intellectual and developmental disabilities to successfully obtain and maintain affordable and
inclusive housing of their choice. Regarding the conveyance of Francis Avenue to ROOF, a copy of the
County's standard form Real Estate Sales Agreement was provided to the Board for reference purposes
only. However, after further conversations with ROOF and a better understanding of the terms of its
pending grant for this project, certain changes were made to the Real Estate Sales Agreement that was
previously provided. In that regard, the Real Estate Sales Agreement is hereby resubmitted for review.
Changes are shown on the attached redline copies.
FISCAL IMPACT: The property which was appraised for $124,000 by Real Property Management’s
internal appraiser, is to be conveyed for $1,000. Accordingly, the financial impact is potentially the loss
of $123,000 in sales proceeds to the County.
GROWTH MANAGEMENT IMPACT: The Bayshore Gateway Triangle Local Redevelopment
Advisory Board supports the conveyance of this property to ROOF. This transaction supports the goals
and policies of the Redevelopment Plan. The County has no use for the property and intended to dispose
it with various other surplus properties.
LEGAL CONSIDERATIONS: This item is approved as to form and legality and requires a majority
vote for Board action. - JAB
RECOMMENDATION: For the Board of County Commissioners to: i) adopt a resolution approving
the attached Real Estate Sales Agreement ii) authorize the Chairman to execute the County’s Real Estate
Sales Agreement, as approved by the County attorney, for the parcel to be conveyed to ROOF, iii) deposit
funds received from the sales in the appropriate accounts, and iv) direct the County Manager or his
designee to follow all appropriate closing procedures, and record the Deed(s) in the Collier County Public
Records.
Prepared by: Jay Malamphy, Property Acquisition Specialist, Facilities Management Division
ATTACHMENT(S)
1. Real Estate Sales Agreement (corrected 3-19-21) (PDF)
2. Real Estate Sales Agreement (redline) (DOC)
3. Resolution (ROOF) (PDF)
16.C.3
Packet Pg. 902
04/13/2021
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.C.3
Doc ID: 15297
Item Summary: Recommendation to adopt a resolution approving the attached Real Estate Sales
Agreement to convey 3080 Francis Avenue to Residential Options of Florida, Inc., (ROOF) a not -for-
profit corporation.
Meeting Date: 04/13/2021
Prepared by:
Title: – Facilities Management
Name: Jay Malamphy
03/11/2021 5:17 PM
Submitted by:
Title: Director - Facilities Management – Facilities Management
Name: Damon Grant
03/11/2021 5:17 PM
Approved By:
Review:
Facilities Management Toni Mott Additional Reviewer Completed 03/12/2021 8:34 AM
County Manager's Office Debrah Forester Additional Reviewer Completed 03/12/2021 9:57 AM
Facilities Management Damon Grant Director - Facilities Completed 03/15/2021 4:18 PM
Public Utilities Operations Support Joseph Bellone Additional Reviewer Completed 03/18/2021 2:23 PM
Public Utilities Department Drew Cody Level 1 Division Reviewer Completed 03/22/2021 2:14 PM
County Attorney's Office Jennifer Belpedio Level 2 Attorney of Record Review Completed 03/29/2021 4:37 PM
Public Utilities Department Joseph Bellone Level 2 Division Administrator Review Completed 03/30/2021 1:44 PM
Office of Management and Budget Debra Windsor Level 3 OMB Gatekeeper Review Completed 03/30/2021 2:26 PM
County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 03/31/2021 12:32 PM
Budget and Management Office Ed Finn Additional Reviewer Completed 04/02/2021 8:07 PM
County Manager's Office Dan Rodriguez Level 4 County Manager Review Completed 04/06/2021 10:20 AM
Board of County Commissioners MaryJo Brock Meeting Pending 04/13/2021 9:00 AM
16.C.3
Packet Pg. 903
PROJECT: Surplus Properties
FOLIONO: 61482840005
REAL ESTATE SALES AGRI,EMENT
THIS AGREEMENT is made and entered into this _ day of _,2021,
by and between the BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY,
FLORIDA, hereinafter referred to as SELLER, and RESIDENTIAL OPTIONS OF'
FLORIDA, INC. (ROOF), hereinafter referred to as BUYER.
WHEREAS, SELLER desires to sell, and BUYER desires to purchase, the properry
hereinafter described, at the price and on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the recitals, the mutual covenants hereinafter
set forth and other good and valuable considerations, the receipt and sufficiency of which are
hereby mutually acknowledged, it is agreed by and between the parties as follows:
l. PREMISES. The real property, which is the subject of this Agreement, (hereinafter refened
to as "Premises") is located in Collier County, Florida, and described on Exhibit "A" attached
hereto and made a part hereof.
2. SALE and CONVEYANCE. SELLER agrees to sell and convey all of SELLER'S dght, title
and interest in and to the Premises to BUYER, and BUYER agrees to purchase the Premises
from SELLER, at the price and upon the terms and conditions hereinafter set forth.
3. EXECUTION OF AGREEMENT. Execution of this Agreement by BUYER must occur on
or before 2021
4. TITLE. Title to the PREMISES shall be conveyed to BUYER by Statutory Deed in a form
acceptable to Seller.
5. PURCHASE PRICE. The Purchase Price ("Purchase Price") for the Premises is One
Thousand Dollars ($1,000), payable by BUYER to SELLER at closing of this transaction.
6. DISCLAIMER OF WARRANTIES. BUYER understands and acknowledges that BUYER is
purchasing the Premises in an "AS IS" condition and specifically and expressly without any
warranties, representations or guarantees, either express or implied, of any kind, nature, or type
whatsoever from or on behalf of the SELLER. The BUYER acknowledges and agrees that
BUYER, in entering into this Agreement and purchasing the Premises, is not relying on any
representations made by SELLER regarding the condition, future development potential, or use
of the Premises. BUYER further acknowledges that BUYER has made and/or has been given an
adequate opporrunity to make such legal, factual and other inquiries and investigations as
BUYER deems necessary, desirable or appropriate with respect to the Premises. Without in any
way limiting the preceding, BUYER acknowledges and agrees that BUYER hereby waives,
lubu
16.C.3.a
Packet Pg. 904 Attachment: Real Estate Sales Agreement (corrected 3-19-21) (15297 : ROOF (Residential Options of Florida))
releases and discharges any claim rhat BUYER has, might have had. or may have againsr the
SEl.l.ER rvith rcspect to the condition ofthe Premises.
7. PROR^TIONS. ADJUSTMENTS and CLOSING COSTS.
A. Tle following items sholl be pmrared ond odjusred berrveen SELLER and BUyER
as of midnight of the day preceding closing:
l. All installments or special ossessmenrs payable aller thc closing, rvherher for rvork
commenced as of the closing or otherwise, shall be paid exclusively by BUyER.
2. All other items required by any orher provision of this Agreemenr to bc prorated or
adjusted.
3. At lhc closing, the amounl of proration and adjustmcnts as aforesaid shall be
determined or eslimsted to the extent practicable and the monetary adjustment shall
be made betr*'een SELLER ond BUYER. All such prorarions and adjustment shall be
final.
B. BUYER hereby agrees ro indemnify and hold harmless SELLER from and against
each obligarion ofSELLER for rvhich, and ro rhc errenr thal, crcdit has been given lo nUyeR at
the time of closing.
C. BUYER shall pay for all cosrs associared with rhis transacrion including. but not
limited to lransfer, documenlary taxes, and recording costs for any cumtive instrumenrs.
BUYER shall pay the cosrs ofrccording the conveyance instrument.
8. DEFAULTS AND TERMINATIoN. Excepr as olhenvise srared hercin. if BUyER defaulrs
hereunder, then provided SELLER is nor in dcfault, SELLER's sole remedy shall be ro rerminate
this Agrecment by giving uritten notice thereof to BUYER, whereupon the Eamesr Money shall
be retained by SELLER as liquidated damages rvhich shall be SELLER'S sole and exclusive
rcmedy, and neither party shall have any further liabiliry or obligation to rhe orher. The panies
acknorvledge and agrce that SELLER'S acrual damagcs in rhe cvcnt of BUyER,S defauh arc
uncertain in amounr and diflicult to ascenain and that said amount of liquidated damages rvas
rcasonably determined by mutual ag,re€ment between the parties and said sum was noi intended
to be a pnalty in nature.
IfSELLER defaults hereunder and such defaulr has nor becn cured wirhin rhiny (30) days aftcr
Written Norice of such defauh to SELLER. and provided BUYER is nor in defaulr, BUyER mar.
terminate this Agreement, whereupon lhe Earncst Money shall be rerumed ro BUYER rvirhin
thirty (30) days of receipt of Written Noticc of defaulr and neilher party shall have any funher
liabiliry or obligalion ro rhe other. Notwirhsranding anyrhing contained in this Agrcement to lhe
contrary, the foregoing shall be BUYER'S sole and exclusive remedy and shall preclude BUyER
from the exercise ofany other rcmedy.
)):-
16.C.3.a
Packet Pg. 905 Attachment: Real Estate Sales Agreement (corrected 3-19-21) (15297 : ROOF (Residential Options of Florida))
9. ExPENsEs. Any and all cosrs and expenses incurred by SELLER in connection wirh this
lransaction (excepting SELLER'S allomeys' fees and Real Esrare Commissions, if any).
including, rvithout limitation, rccording fees, conveyance fees, public norice cost. documcntary
and intangible raxes ofevery nature and kind whatsoever, shall be bome and paid by BUyER.
l0' INTERMEDIARIES. Any and all brokerage commissions or fces brought abour by rhe
action of BUYER shall be thc sole responsibiliry of rhe BUyER. BUyER shall indemnifv
SELLER and hold SELLER harmlcss from and against any claim or liability for commission or
fees to any broker or any olher person or party cloiming to harc becn engaged by BUyER as a
rcal estate broker, salesman or representative, in conneclion rvith this Agreement, including costs
and rcasonable attomeys' fees incident thercto. This provision shall survive closing of this
lransaclion.
I l- elo.SING Closing shall take place during normal business hours at rhe County Atromey,s
oflice, collier county courthouse, 3329 East Tamiami rrail, Naples, Florida, 341 t2 or such
other location as SELLER may selecr. rvirhin 30 days from the datc SELLER execured rhis
Agreemenl.
12. CONSTRUCTION REOUIREMENT AND REVERSION. BUyER acknorvtedgcs rhar
SELI.ER is conveying Prcmises to BUYER strictly to help suppon BUyER's miision of
enabling individuals rvith intellectual and developmcntal disabilities to successfully obtain and
maintain affordable and inclusive housing of their choice. Accordingly. in support of this
mission, SELLER requircs that BUYER obtain all required permirs and affrovals and
commence construction of a residential drvclling within 24 months from date of closing on the
Premises ("Deadline #l ") and obrain a cenificare of occupancy ("co") on such drvellinf unir by
no later than 36 months from the dste ofclosing on rhe Premises (..Dcadline 2").
ln the event that construction has not commenced by Deadline #t or a Co is not obtained bv
Deadline #2, with the exception of Force Majeure, the Prcmises shall automatically revert r;
SELLER. "Force Majeure" mcans: hurricancs, floods, extrcme rveather, eanhquakes. firc. or
other acls of Cod, unusual lransporlation delays, or wa[s, insurreclions, pandemics, or acls of
tenorism, which, by exercise of reasonable diligent elforr. the non-pcrforming party is unable in
rvhole or in part to prcvent or ovcrcome.
BUYER acknorvledges and agrees Buyer will not invoke the Force Majeure exception duc to rhe
COVID 19 pandemic unless it relates to an ordcr, directire or shut down issued by applicable
govemmental authority after the datc of this Agrcement which specifically and direclly impacrs
lhe construclion on lhe Premises.
In addition, with the cxception of vacancies bctrvecn tenants! and./or substantial repair, and,/or
upgrades lo the Prcmises, should thc Prcmises not be uscd and occupied for residenrial dselling
purposes in supporr of BUYER'S aforementioned mission, at any lime rvithin 30 years of rhe
datc of closing on the Premises. the Premises shall automatically revert to SELLER. This
Construclion Requircment and Reversion clause shall be staied in the deed conveying Premises
to BLIYER.
16.C.3.a
Packet Pg. 906 Attachment: Real Estate Sales Agreement (corrected 3-19-21) (15297 : ROOF (Residential Options of Florida))
Any reversion of Premises shall be rvithour rhe necessit_v ofany allirmarive action by SELLER.
BUYER shatl fully cooperare in rhe conveyance of Premiscs ro 3ELLER including rh; .ls"l;;;i
any legal documentation ro effecruare such reversion. BUyER acknowledges and agreei rhit it
shall not conrcsl thc reversion and conveyance of premises and shall pay SELLen a[ cosrs
associated with SELLER needing to enforce this provision, inctuding teasonabtc anomey's fees
and other legal costs.
With the exception of the Florida Housing Finance Corporation Restrictive Covenant and Grant
Agreemenr, dated XXXX, BUYER shall not obtain any financing or morrgsge or encumber the
Premises in any manner for a Jreriod of30 years from the date ofclosing. This restricrion shall be
stated in the deed conveying property to BI.JYER.
ln the evcnt of Force Majeure. SELLER. ar SELLER'S sole option. shall determinc rhe lengrh of
lime to exlend any time l'mmes or deadlines, if any.
I3. GENERAL PROVISIONS.
A. I'his Agreement. including all exhibits attached hereto and documcnts to be
delivered pursuant hereto. shall constitute the entire agrcement and understanding ofthe parties.
and therc are no olher prior or conlemporaneous rwillen or oral agreements. undertakings.
promises. rvarranties or covenants not contained herein.
B. This Agreemenr may be amended only by a rwitten memorandum subsequenrly
executed by all ofthc parties hereto.
C. No rvaiver of any provision or condition of this Agreement by any party shall be
valid unless in *riting signed by such party. No such rvaiver shall be taken as a ivaiver ofany
other or similar provision or ofany futurc cvent. act or defauh.
D. Time is of the essence of this Agreement. ln the compuntion of any period of rime
provided for in this Agrc',emcnt or b1' law. any date falling on a saturday, Sunday oi legal holiday
shall be deemed to refer to the nexl day rvhich is not a Sarurday, Sunday or legal holidiy.
E. ln the evenl rhat any provision of this Agreement shall be unenforceable in rvhote or
in part, such provision shall be limited to the extent nec$sary lo rcndcr the same valid. or shall
bc excised from this Agreement. as circumstances requirc, and this Agreement shall be construed
as if said provision had been incorpomted herein as so limited, or as if said provision had not
been included herein, as the case moy be.
F. l{eadings of paragraphs are lbr convenience of referencc only and shall not bc
conslrued as a pan of this Agreement.
G. This Agrcement shall be binding upon ond shall inure ro rhc benefir ofrhe parties
hereto, and their respective heirs. execurors, personal reprcsenlalircs. successors and assigns.
provided, horvever, that this Agrcement may not be assigned by BUyER wirhout the prior
express rwirten consent ofSELLER, rvhich consent may be withheld for an1, rcason rvhatsoever.
16.C.3.a
Packet Pg. 907 Attachment: Real Estate Sales Agreement (corrected 3-19-21) (15297 : ROOF (Residential Options of Florida))
H. Any and all notices permitted, or required to be given hereunder, shall be in writing
and shall be either personally delivered to the party or shall be sent by United States mail,
postage prepaid, registered or certified mail to the following addresses. Any such notice shall be
deemed given and effective upon receipt or refusal of delivery thereof by the primary party to
whom it is to be sent.
AS TO SELLER:Collier County Real Property Management
Attention: Toni Mott
3335 East Tamiami Trail
Naples, Florida 34112
Collier County Attorney's Office
Attention: Jennifer A. Belpedio, Asst. County Attorney
W. Harmon Turner Building, 8th Floor
3335 East Tamiami Trail
Naples, Florida 34112
Residential Options of Florida, Inc.
WITH A CttPY TO:
3050 Horseshoe Dr. N., #285
Naples, FL 34104
I. This Agreement shall be governed by the laws of the State of Florida.
J. This Agreement may be executed in any number of counterparts, any or all of which
may contain the signatures of less than all of the parties, and all of which shall be construed
together as but a single instrument.
K. Possession of the Premises shall be delivered to the BUYER at closing.
L. The word "Closing" or words of similar import as used in this Agreement, shall be
construed to mean the originally fixed time and closing date specified herein or any adjourned
time and date provided for herein or agreed to in writing by the parties, or any earlier date
permitted herein.
M. This Agreement is between SELLER and BUYER and no other party shall, under
any circumstances, be deemed to be a beneficiary of any of the terms and conditions to be
performed by SELLER pursuant to this Agreement.
N. All of the parties to this Agreement have participated fully in the negotiation and
preparation hereof; and, accordingly, this Agreement shall not be more strictly construed against
any one of the parties hereto.
O. Neither this Agreement nor any memorandum or evidence hereof shall be recorded
in any public records by BUYER. If so recorded by BUYER, this Agreement shall be deemed
ipso facto canceled and terminated, the Earnest Money shall thereupon be retained by or paid to
AS TO BUYER:
16.C.3.a
Packet Pg. 908 Attachment: Real Estate Sales Agreement (corrected 3-19-21) (15297 : ROOF (Residential Options of Florida))
SELLER as liquidared damages for such defaulr, and BUyER shall have no funher inlercst in
thc Premises, pursuant to this Agrenment or otherwise.
P. Any prior agreemenls, reprcsenlations, understandings or oral starements. includinq.
bur nol -limired to rendering or rcprcscntations conlained in siles brochures, maps, sketchel,
advertising or sales materials, and oral statements ofsales rcprescntatives, ifnor exprcssea in riis
Agreement, arc void, have no effect, and have not been relied upon by BUYER.
14. orHER PRovlsloN. SELLER has the righr ro mainrain possession of the properry unril
the date ofclosing
lN wlrNESS WHEREOF, the parties have caused this Agrcemenr ro be executed as of
the day and year first above rvritten.
AS TO SELLER:
DATED:
AllLST:
CRYSTAL K.KINZEL,C:crk
Deputy Clerk
AS TO PURCHASER:
Datcd:3-||,pο ユl
Print Name:
Approved as to form ond legality:
BOARD OF COUNTY COMMIssloNERS OF
COLLIER COUNTY,FLORIDA
Penny Taylor, Chairman
By:
く 1,3｀
aヽ
Jennifer A. Belpedio, Asst.County Attomey
16.C.3.a
Packet Pg. 909 Attachment: Real Estate Sales Agreement (corrected 3-19-21) (15297 : ROOF (Residential Options of Florida))
EXHIB:TA
P:酬 ri 61482840005
Addressi 3000 Francis Avenuo,Nap:es,FL 34112
Lcsni:NAPLES BEπ ER HOMESlSTADD BLK 6LOT12
｀い`16.C.3.a
Packet Pg. 910 Attachment: Real Estate Sales Agreement (corrected 3-19-21) (15297 : ROOF (Residential Options of Florida))
PROJECT: Surplus Properties
FOLIO NO: 61482840005
REAL ESTATE SALES AGREEMENT
THIS AGREEMENT is made and entered into this _____ day of ___________, 2020,
by and between the BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY,
FLORIDA, hereinafter referred to as SELLER, and RESIDENTIAL OPTIONS OF
FLORIDA, INC. (ROOF), hereinafter referred to as BUYER.
WHEREAS, SELLER desires to sell, and BUYER desires to purchase, the property
hereinafter described, at the price and on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the recitals, the mutual covenants hereinafter
set forth and other good and valuable considerations, the receipt and sufficiency of which are
hereby mutually acknowledged, it is agreed by and between the parties as follows:
l. PREMISES. The real property, which is the subject of this Agreement, (hereinafter referred
to as "Premises") is located in Collier County, Florida, and described on Exhibit “A” attached
hereto and made a part hereof.
2. SALE and CONVEYANCE. SELLER agrees to sell and convey all of SELLER'S right, title
and interest in and to the Premises to BUYER, and BUYER agrees to purchase the Premises
from SELLER, at the price and upon the terms and conditions hereinafter set forth.
3. EXECUTION OF AGREEMENT. Execution of this Agreement by BUYER must occur on
or before 2020.
4. TITLE. Title to the PREMISES shall be conveyed to BUYER by Statutory Deed in a form
acceptable to Seller.
5. PURCHASE PRICE. The Purchase Price ("Purchase Price") for the Premises is One
Thousand Dollars ($1,000), payable by BUYER to SELLER at closing of this transaction.
6. DISCLAIMER OF WARRANTIES. BUYER understands and acknowledges that BUYER is
purchasing the Premises in an "AS IS" condition and specifically and expressly without any
warranties, representations or guarantees, either express or implied, of any kind, nature, or type
whatsoever from or on behalf of the SELLER. The BUYER acknowledges and agrees that
BUYER, in entering into this Agreement and purchasing the Premises, is not relying on any
representations made by SELLER regarding the condition, future development potential, or use
of the Premises. BUYER further acknowledges that BUYER has made and/or has been given an
adequate opportunity to make such legal, factual and other inquiries and investigations as
BUYER deems necessary, desirable or appropriate with respect to the Premises. Without in any
way limiting the preceding, BUYER acknowledges and agrees that he BUYER hereby waives,
16.C.3.b
Packet Pg. 911 Attachment: Real Estate Sales Agreement (redline) (15297 : ROOF (Residential Options of Florida))
releases and discharges any claim that he BUYER has, might have had, or may have against the
SELLER with respect to the condition of the Premises.
7. PRORATIONS, ADJUSTMENTS and CLOSING COSTS.
A. The following items shall be prorated and adjusted between SELLER and BUYER
as of midnight of the day preceding closing:
1. All installments or special assessments payable after the closing, whether for work
commenced as of the closing or otherwise, shall be paid exclusively by BUYER.
2. All other items required by any other provision of this Agreement to be prorated or
adjusted.
3. At the closing, the amount of proration and adjustments as aforesaid shall be
determined or estimated to the extent practicable and the monetary adjustment shall
be made between SELLER and BUYER. All such prorations and adjustment shall be
final.
B. BUYER hereby agrees to indemnify and hold harmless SELLER from and against
each obligation of SELLER for which, and to the extent that, credit has been given to BUYER at
the time of closing.
C. BUYER shall pay for all costs associated with this transaction including, but not
limited to transfer, documentary taxes, and recording costs for any curative instruments.
BUYER agrees to pay the cost of publication of the legal notice soliciting bids on the Premises.
SELLER BUYER shall pay the costs of recording the conveyance instrument.
8. DEFAULTS AND TERMINATION. Except as otherwise stated herein, if BUYER defaults
hereunder, then provided SELLER is not in default, SELLER's sole remedy shall be to terminate
this Agreement by giving written notice thereof to BUYER, whereupon the Earnest Money shall
be retained by SELLER as liquidated damages which shall be SELLER'S sole and exclusive
remedy, and neither party shall have any further liability or obligation to the other. The parties
acknowledge and agree that SELLER'S actual damages in the event of BUYER'S default are
uncertain in amount and difficult to ascertain and that said amount of liquidated damages was
reasonably determined by mutual agreement between the parties and said sum was not intended
to be a penalty in nature.
If SELLER defaults hereunder and such default has not been cured within thirty (30) days after
Written Notice of such default to SELLER, and provided BUYER is not in default, BUYER may
terminate this Agreement, whereupon the Earnest Money shall be returned to BUYER within
thirty (30) days of receipt of Written Notice of default and neither party shall have any further
liability or obligation to the other. Notwithstanding anything contained in this Agreement to the
contrary, the foregoing shall be BUYER'S sole and exclusive remedy and shall preclude BUYER
from the exercise of any other remedy.
16.C.3.b
Packet Pg. 912 Attachment: Real Estate Sales Agreement (redline) (15297 : ROOF (Residential Options of Florida))
9. EXPENSES. Any and all costs and expenses incurred by SELLER in conne ction with this
transaction (excepting SELLER'S attorneys' fees and Real Estate Commissions, if any),
including, without limitation, recording fees, conveyance fees, public notice cost, documentary
and intangible taxes of every nature and kind whatsoever, shall be borne and paid by BUYER.
10. INTERMEDIARIES. Any and all brokerage commissions or fees brought about by the
action of BUYER shall be the sole responsibility of the BUYER. BUYER shall indemnify
SELLER and hold SELLER 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 BUYER as a
real estate broker, salesman or representative, in connection with this Agreement, including costs
and reasonable attorneys' fees incident thereto. This provision shall survive closing of this
transaction.
11. CLOSING. Closing shall take place during normal business hours at the County Attorney's
Office, Collier County Courthouse, 3329 East Tamiami Trail, Naples, Florida, 34112 or such
other location as SELLER may select, within 30 days from the date SELLER executed this
Agreement.
12. CONSTRUCTION REQUIREMENT AND REVERSION. BUYER acknowledges that
SELLER is conveying Premises to BUYER strictly to help support BUYER’s mission of
enabling individuals with intellectual and developmental disabilities to successfully obtain and
maintain affordable and inclusive housing of their choice. Accordingly, in support of this
mission, SELLER requires that BUYER obtain all required permits and approvals and
commence construction of a residential dwelling within 12 24 months from date of closing on
the Premises (“Deadline #1”) and obtain a certificate of occupancy (“CO”) on such dwelling unit
by no later than 24 36 months from the date of closing on the Premises (“Deadline 2”).
In the event that construction has not commenced by Deadline #1 or a CO is not obtained by
Deadline #2, with the exception of Force Majeure, the Premises shall automatically revert to
SELLER. "Force Majeure" means: hurricanes, floods, extreme weather, earthquakes, fire, or
other acts of God, unusual transportation delays, or wars, insurrections, pandemics, or acts of
terrorism, which, by exercise of reasonable diligent effort, the non-performing party is unable in
whole or in part to prevent or overcome. BUYER acknowledges and agrees Buyer will not
invoke the Force Majeure exception due to the COVID 19 pandemic unless it relates to an order,
directive or shut down issued by applicable governmental authority after the date of this
Agreement which specifically and directly impacts the construction on the Premises. In addition,
with the exception of vacancies between tenants, and/or substantial repair, and/or upgrades to the
Premises, should the Premises not be used and occupied for residential dwelling purposes in
support of BUYER’S aforementioned mission, at any time within 30 years of the date of closing
on the Premises, the Premises shall automatically revert to SELLER. This Construction
Requirement and Revision Reversion clause shall be stated in the deed conveying property
Premises to BUYER.
Any reversion of Premises shall be without the necessity of any affirmative action by SELLER.
BUYER shall fully cooperate in the conveyance of Premises to SELLER including the signing of
any legal documentation to effectuate such reversion. BUYER acknowledges and agrees that it
16.C.3.b
Packet Pg. 913 Attachment: Real Estate Sales Agreement (redline) (15297 : ROOF (Residential Options of Florida))
shall not contest the reversion and conveyance of Premises and shall pay SELLER all costs
associated with SELLER needing to enforce this provision, including reasonable attorney’s fees
and other legal costs.
With the exception of the Florida Housing Finance Corporation Restrictive Covenant and Grant
Agreement, dated XXXX, BUYER shall not obtain any financing or mortgage or encumber the
Premises in any manner for a period of 30 years from the date of closing. This restriction shall be
stated in the deed conveying property to BUYER.
In the event of Force Majeure, SELLER, at SELLER’S sole option, shall determine the length of
time to extend any time frames or deadlines, if any.
13. GENERAL PROVISIONS.
A. This Agreement, including all exhibits attached hereto and documents to be
delivered pursuant 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.
B. This Agreement may be amended only by a written memorandum subsequently
executed by all of the parties hereto.
C. No waiver of any provision or condition of this Agreement by any party shall be
valid unless in writing signed by such party. No such waiver shall be taken as a waiver of any
other or similar provision or of any future event, act or default.
D. Time is of the essence of this Agreement. In the computation of any period of time
provided for in this Agreement or by law, any date falling on a Saturday, Sunday or legal holiday
shall be deemed to refer to the next day which is not a Saturday, Sunday or legal holiday.
E. In the event that any provision of this Agreement shall be unenforceable in whole or
in part, such provision shall be limited to the extent necessary to render the same valid, or shall
be excised from this Agreement, as circumstances require, and this Agreement shall be construed
as if said provision had been incorporated herein as so limited, or as if said provision had not
been included herein, as the case may be.
F. Headings of paragraphs are for convenience of reference only and shall not be
construed as a part of this Agreement.
G. This Agreement shall be binding upon and shall inure to the benefit of the parties
hereto, and their respective heirs, executors, personal representatives, successors and assigns,
provided, however, that this Agreement may not be assigned by BUYER without the prior
express written consent of SELLER, which consent may be withheld for any reason whatsoever.
H. Any and all notices permitted, or required to be given hereunder, shall be in writing
and shall be either personally delivered to the party or shall be sent by United States mail,
16.C.3.b
Packet Pg. 914 Attachment: Real Estate Sales Agreement (redline) (15297 : ROOF (Residential Options of Florida))
postage prepaid, registered or certified mail to the following addresses. Any such notice shall be
deemed given and effective upon receipt or refusal of delivery thereof by the primary party to
whom it is to be sent.
AS TO SELLER: Collier County Real Property Management
Attention: Toni Mott
3335 East Tamiami Trail
Naples, Florida 34112
WITH A COPY TO: Collier County Attorney’s Office
Attention: Jennifer A. Belpedio, Asst. County Attorney
W. Harmon Turner Building, 8th Floor
3335 East Tamiami Trail
Naples, Florida 34112
AS TO BUYER: Residential Options of Florida, Inc.
3050 Horseshoe Dr. N., #285
#285
Naples, FL 34104
I. This Agreement shall be governed by the laws of the State of Florida.
J. This Agreement may be executed in any number of counterparts, any or all of which
may contain the signatures of less than all of the parties, and all of which shall be construed
together as but a single instrument.
K. Possession of the Premises shall be delivered to the BUYER at closing.
L. The word "Closing" or words of similar import as used in this Agreement, shall be
construed to mean the originally fixed time and closing date specified herein or any adjourned
time and date provided for herein or agreed to in writing by the parties, or any earlier date
permitted herein.
M. This Agreement is between SELLER and BUYER and no other party shall, under
any circumstances, be deemed to be a beneficiary of any of the terms and conditions to be
performed by SELLER pursuant to this Agreement.
N. All of the parties to this Agreement have participated fully in the negotiation and
preparation hereof; and, accordingly, this Agreement shall not be more strictly construed against
any one of the parties hereto.
O. Neither this Agreement nor any memorandum or evidence hereof shall be recorded
in any public records by BUYER. If so recorded by BUYER, this Agreement shall be deemed
ipso facto canceled and terminated, the Earnest Money shall thereupon be retained by or paid to
SELLER as liquidated damages for such default, and BUYER shall have no further interest in
the Premises, pursuant to this Agreement or otherwise.
16.C.3.b
Packet Pg. 915 Attachment: Real Estate Sales Agreement (redline) (15297 : ROOF (Residential Options of Florida))
P. Any prior agreements, representations, understandings or oral statements, including,
but not limited to rendering or representations contained in sales brochures, maps, sketches,
advertising or sales materials, and oral statements of sales representatives, if not expressed in this
Agreement, are void, have no effect, and have not been relied upon by BUYER.
14. OTHER PROVISION. SELLER has the right to maintain possession of the property until
the date of closing
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the day and year first above written.
AS TO SELLER:
DATED: ______________________________
ATTEST: BOARD OF COUNTY COMMISSIONERS OF
CRYSTAL K. KINZEL, Clerk COLLIER COUNTY, FLORIDA
___________________________________
By: _______________________________
_________________________, Deputy Clerk BURT L. SAUNDERS, Chairman
AS TO PURCHASER:
Dated: ____________________________ By: ________________ ____
___________
Witness (Signature)
Print Name:___________________________
___________
Witness (Signature)
Print Name:___________________________
16.C.3.b
Packet Pg. 916 Attachment: Real Estate Sales Agreement (redline) (15297 : ROOF (Residential Options of Florida))
Approved as to form and legality:
____________
Jennifer A. Belpedio, Asst.County Attorney
EXHIBIT A
PID#: 61482840005
Address: 3080 Francis Avenue, Naples, FL 34112
Legal: NAPLES BETTER HOMES 1ST ADD BLK 6 LOT 12
16.C.3.b
Packet Pg. 917 Attachment: Real Estate Sales Agreement (redline) (15297 : ROOF (Residential Options of Florida))
RESOLUTION NO。2021-
RESOLUT10N OF THE BOARD OF COUNTY COⅣIMISS10NERS, COLLIERCOUNTY,FLORIDA,APPROVING A COLLIER COUNTY REAL ESTATE SALES
AGREEⅣIENT WITH RESIDENTIAL OPT10NS OF FLORIDA,INC。,A NOT FORPROFIT CORPORATION,FOR THE SALE OF COUNTY‐OWNED PROPERTY.
WHEREAS,Residentia1 0ptions of Florida,Inc.(“ROOF")desircs to purchasc vacantland owncd
by conier county, a pOlitical subdivision of the Statc of Florida(``COlliCr County"), 10Cated at 3080
Francis Avenuc,Naplcs,FL 34112(“Property").
WHEREAS,thc Collicr County Real Estatc Salcs Agreemcnt(``Agreement'')pro宙 dCS fOr the
conveyance of aH the County's right,titlc and interest in and to the Property to ROOF as of the date of
closing,for a purchase price of One Thousand Dollars($1,000).
WHER13AS,thc Board of County Cornrnissioners is satisfled that Property may be purchased by
RC)OF and is not needed for County purposcs.
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY
COMヽ IISS10NERS OF COLLIER COUNTY,FLORIDA,that:
1. Pursuant to Section 125.38, Florida Statutcs, thc Board of County Cornrnissioners dOcs
approve thc attachcd Agrcement between Collicr County and ROOF.
2. Thc Chairman of the Board of County Corninissioners of Conier county,Florida, is hcrcby
authorizcd to cxccutc the Agrccment for RC)(DF.
THIS RESOLUT10N ADOPTED after motion,sccond,and mttOrity vote favoring same,
this _ day of ,2021.
By:By:
ATTEST:
CRYSTAL K.KINZEL,CLERK
,DEPUTY CLERK
Approved as to form and legality:
BOARD OF COUNTY COⅣlⅣlISS10NERS
COLLIER COUNTY,FLORIDA
PENNY TAYLOR,CHAIRMAN
J** "Jf ^ /a L
Assistant County Attorney v S lat I
②
16.C.3.c
Packet Pg. 918 Attachment: Resolution (ROOF) (15297 : ROOF (Residential Options of Florida))