HIGHLANDS COUNTY BOARD OF COUNTY COMMISSIONERS PURCHASING DEPARTMENT SECTION 00010 INVITATION TO BID ITB 15-035 The Board of County Commissioners (BCC), Highlands County, Sebring, Florida, will receive sealed Bids in the County Purchasing Department for: ITB 15-035 REQUEST FOR BIDS TO SELL LAND TO HIGHLANDS COUNTY CONTAINING NOT LESS THAN 25.2 ACRES OF UNCOMMITTED PERMITTEE-RESPONSIBLE OFFSITE MITIGATION AREA FOR BOTH SAND SKINK AND BLUE TAILED MOLE SKINK HABITAT APPROVED, IN WRITING, BY THE U.S. FISH AND WILDLIFE SERVICE HIGHLANDS COUNTY PROJECT No. 09021 SEBRING PARKWAY PHASE III Any questions regarding this ITB and Bid Submittal Procedures can be clarified by Danielle Gilbert, Highlands County Purchasing Department, 4320 George Blvd; Sebring, FL 33875-5803, Telephone: 863-402-6524, Fax: 863-402-6735, E-Mail: dgilbert@hcbcc.org A NON-MANDATORY Pre-Bid meeting will be held at 10:00 a.m on March 25, 2015 in the Engineering Training Room, 505 South Commerce Avenue, Sebring, Florida 33870. Submit one (1) original and one (1) copy of your Bid Form and other required documents in a sealed envelope and marked with this ITB number and Bidder s name so as to identify the enclosed Bid submittal. Bids must be delivered to Highlands County Purchasing Department, 4320 George Blvd., Sebring, FL 33875-5803 so as to reach said office no later than 2:00 P.M., Thursday, April 16, 2015 at which time they will be opened. Bids received later than the date and time as specified will be rejected. The County will not be responsible for the late deliveries of Bids that are incorrectly addressed, delivered in person, by mail or any other type of delivery service. One or more County Commissioners may be in attendance at either or both of the above meetings. A Vendor must submit a Bid to receive consideration. The Bid shall be accompanied by evidence of Bidder's qualifications to sell land to Highlands County containing not less than 25.2 acres of uncommitted Permittee-Responsible Offsite Mitigation Area for both sand skink and blue tailed mole skink habitat, approved, in writing by the U.S. Fish and Wildlife Service. The principal features of purchase for the Project are: Section 00010-1
The Highlands County Board of County Commissioners intends to purchase land containing not less than 25.2 acres of uncommitted Permittee-Responsible Offsite Mitigation Area for both sand skink and blue tailed mole skink habitat approved, in writing, by the U.S. Fish and Wildlife Service or sand skink conservation bank credits to offset impacts to sand skinks and sand skink and blue tailed mole skink habitat associated with the Sebring Parkway Phase III Design-Build project. Preferred Materials, Inc. is under contract as approved by the Board for the design and construction of the project. Currently, construction is tentatively scheduled to start in June 2015. This ITB seeks bids for sale of land containing not less than 25.2 acres of uncommitted Permittee- Responsible Offsite Mitigation Area for both sand skink and blue tailed mole skink habitat approved, in writing, by the U.S. Fish and Wildlife Service to offset impacts to sand skinks and sand skink and blue tailed mole skink habitat associated with that project. The County reserves the right to accept or reject any or all Bids or any parts thereof, and the Award, if an Award is made, will be made to the most responsive and responsible Bidder whose Bid and qualifications indicate that the Award will be in the best interest of Highlands County. The County reserves the right to waive irregularities in the Bid. The Board of County Commissioners of Highlands County, Florida, does not discriminate upon the basis of any individual's disability status. This non-discrimination policy involves every aspect of the Board's functions, including one's access to, participation, employment or treatment in its programs or activities. Anyone requiring reasonable accommodation as provided for in the Americans with Disabilities Act or Section 286.26 Florida Statutes should contact Ms. Amanda Tyner, ADA Coordinator at: 863-402-6809 (Voice), or via Florida Relay Service 711, or by e-mail: Atyner@hcbcc.org. Requests for CART or interpreter services should be made at least 24 hours in advance to permit coordination of the service. Board of County Commissioners Purchasing Department Highlands County, Florida Website: www.hcbcc.net E:\COUNTY\ENGINEERING DEPT\ITB Purchase of Land\SECTION 00010 Invitation to Bid - purchase of land 030515.doc Section 00010-2
ITB 15-035 REQUEST FOR BIDS TO SELL LAND TO HIGHLANDS COUNTY CONTAINING NOT LESS THAN 25.2 ACRES OF UNCOMMITTED PERMITTEE-RESPONSIBLE OFFSITE MITIGATION AREA FOR BOTH SAND SKINK AND BLUE TAILED MOLE SKINK HABITAT APPROVED, IN WRITING, BY THE U.S. FISH AND WILDLIFE SERVICE HIGHLANDS COUNTY PROJECT No. 09021 SEBRING PARKWAY PHASE III TABLE OF CONTENTS DIVISION 0 BIDDING AND AGREEMENT DOCUMENTS SECTION 00010 - INVITATION TO BID SECTION 00100 - INSTRUCTIONS TO BIDDERS SECTION 00250 - GENERAL TERMS AND CONDITIONS SECTION 00275 MINIMUM BID SPECIFICATIONS SECTION 00300 - BID FORM SECTION 00500 AGREEMENT FOR SALE AND PURCHASE SECTION 00001
SECTION 00100 INSTRUCTIONS TO BIDDERS ITB 15-035 Article 1 - Defined Terms 1.01 Terms used in these Instructions to Bidder have the meanings indicated below of this ITB which are applicable to both the singular and plural thereof: A. Award The selection by the County of the lowest responsible and responsive Bidder to sell the Sand Skink Conservation Bank Credits to the County. B. Bid The Bid Form and other documents submitted by a Bidder in response to this ITB. C. Bidder - The individual or entity who submits a Bid directly to the County. D. Bid Form Section 00300 of this ITB, which shall be used to submit a Bid. E. Bidding Documents This ITB and all Addenda to this ITB G. Board County s Board of County Commissioners. G. Board Attorney The Board s Attorney. H. County Highlands County, a political subdivision of the State of Florida. I. Purchasing Department - The County s Purchasing Department, which issues Bidding Documents and administers the bidding procedures. Article 2 - Copies of Bidding Documents 2.01 Complete sets of the Bidding Documents in the number and for the amount, if any, stated in the Advertisement or Invitation to Bid may be obtained from the Purchasing Department. 2.02 Complete sets of Bidding Documents must be used in preparing Bids. County does not assume any responsibility for errors or misinterpretations resulting from the use of incomplete sets of Bidding Documents. Article 3 - Pre-Bid Conference There will be a NON-MANDATORY Pre-Bid Meeting as specified in the Invitation to Bid, Section 00010, in the Engineering Training Room at the office of the Highlands County Engineer at 505 South Commerce Avenue, Sebring, Florida. Article 4 - Interpretation and Addenda 4.01 All questions about the meaning or intent of the Bidding Documents are to be directed to the Purchasing Department. Interpretations or clarifications considered necessary by the Purchasing Department and Engineer in response to such questions will be issued by Addenda and will be mailed, emailed, or delivered to all parties recorded by the Purchasing Department as having received the Bidding Documents. Any Request for Information (RFI) received after a set date Section 00100-1
may not be answered. Only RFI answered by formal written Addenda will be binding. Oral and other interpretations or clarifications will be without legal effect. 4.02 Addenda may be issued to clarify, correct, or change the Bidding Documents as deemed advisable by County, Engineer or the Purchasing Department Article 5 - Contract Times The number of days within which, or the dates by which, the Sale is to be (a) Substantially Completed and, (b) also completed and ready for closing are set forth in the Bid Form. Article 6 - Liquidated Damages None. Article 7 - Bid Form 7.01 Bidder shall use and/or make necessary copies of Section 00300 Bid Form for its Bid submittal. 7.02 All blanks on the Bid Form shall be completed by printing in black ink or by typewriter and the Bid Form shall be signed. All names shall be typed or printed below the signature line with all signatures in blue ink. 7.03 A Bid by a corporation shall be executed in the corporate name by the president or a vice-president or other corporate officer accompanied by evidence of authority to sign. The corporate seal shall be affixed and attested by the secretary or an assistant secretary. The corporate address and state of incorporation shall be shown below the signature. 7.04 A Bid by a partnership shall be executed in the partnership name and signed by a partner (whose title must appear under the signature), accompanied by evidence of authority to sign. The official address of the partnership and state of organization and type of partnership shall be shown below the signature. 7.05 A Bid by a limited liability company shall be executed in the name of the company by a member and accompanied by evidence of authority to sign. The state of formation of the company and the official address of the company must be shown below the signature. 7.06 A Bid by an individual shall show the Bidder s name and official address, phone, fax, and email address. 7.07 A Bid by a joint venture shall be executed by each member of the joint venture in the manner indicated on the Bid Form. The official address of the joint venture must be shown below the signature. 7.08 The Bid shall contain an acknowledgment of receipt of all Addenda, the numbers of which shall be filled in on the Bid Form. 7.09 All Bid Forms shall have the name, address, telephone number, fax number, and email address for communications regarding the Bid. 7.10 All owners of the land offered in the Bid must sign the Bid Form. Section 00100-2
Article 8 - Basis of Bid; Evaluation of Bids 8.01 Bidders shall submit a Bid on a Lump Sum basis for the Sale listed in these Bid Documents. 8.02 The Bid price shall include all amounts for purchase of the land offered in the Bid, including, but not limited to the price of the land, survey costs, permitting costs, cost of establishing and fully funding the endowment fund for perpetual management and monitoring of the entire Permittee- Responsible Offsite Mitigation Area required by the U.S. Fish and Wildlife Service and any other regulatory agency having jurisdiction, closing costs, title search and title insurance costs, recording costs, transfer tax costs, including all document stamp taxes, and all other amounts required by the Agreement for Sale and Purchase included in Section 00500 of this ITB, with the result being that the only amount paid by the County to purchase the land, with a Permittee- Responsible Offsite Mitigation Area and a fully funded endowment fund for perpetual management and monitoring, both of which have been approved, in writing, by the U.S. Fish and Wildlife Service shall be the lump sum bid price stated by the Bidder in the Bid Form. Article 9 - Submittal of Bid A Bid, with all required and supporting documents, including the Agreement for Sale and Purchase and Exhibit A and B attached thereto, in the form provided in Section 00500 of this ITB, completed and fully executed by all owners of the land, shall be submitted no later than the date and time prescribed and at the place indicated in the advertisement or Invitation to Bid and shall be enclosed in an opaque sealed envelope plainly marked with the Bid / Project Title (and, if applicable, the designated portion of the Project for which the Bid is submitted) and the name and address of Bidder. If a Bid is sent by mail or other delivery system, the sealed envelope containing the Bid shall be enclosed in a separate envelope plainly marked on the outside with the notation BID ENCLOSED - ITB 15-035 - Sebring Parkway Phase III Design-Build Project No. 09021. A mailed Bid shall be addressed to the Highlands County BCC; Att: Purchasing Department, 4320 George Boulevard, Sebring, FL 33875-5803. Article 10 - Modification and Withdrawal of Bids A Bid may be modified or withdrawn by an appropriate document duly executed in the manner that a Bid must be executed and delivered to the place where Bids are to be submitted prior to the date and time for the opening of Bids. Article 11 - Opening of Bids Bids will be opened at the time and place indicated in the advertisement or Invitation to Bid, Section 00010 and, unless obviously non-responsive, read aloud publicly. An abstract of the amounts of the Bids will be made available to Bidders after the opening of Bids by means of a copy of the Bid Opening Sheet. Article 12 - Bids to Remain Subject to Acceptance All Bids will remain subject to acceptance for the period of time stated in the Bid Form. Article 13 - Award of Contract 13.01 County reserves the right to reject any or all Bids, including without limitation, non-conforming, non-responsive, unbalanced, or conditional Bids. County further reserves the right to reject the Bid of any Bidder that it finds, after reasonable inquiry and evaluation, to be non-responsible. Section 00100-3
County may also reject the Bid of any Bidder if County believes that it would not be in the best interests of the County to make an Award to that Bidder. County also reserves the right to waive all informalities not involving price, time, or changes in the sale. 13.02 More than one Bid for the same sale from an individual or entity under the same or different names will not be considered. Reasonable grounds for believing that any Bidder has an interest in more than one Bid for the sale may be cause of disqualification of that Bidder and the rejection of all Bids in which that Bidder has an interest. 13.03 In evaluating Bids, County will consider whether or not the Bids comply with the prescribed requirements, and such alternates, unit prices and other data, as may be requested in the Bid Form. 13.04 If the Contract is to be awarded, County will Award the Contract to the Bidder whose Bid is determined to be the most advantageous to County, taking into consideration those Bids in compliance with the requirements set forth in this ITB. 13.05 Within thirty-five (35) calendar days after the opening of Bids, unless otherwise stated in the Invitation to Bid, County will accept one of the Bids or will act in accordance with these Instructions to Bidders or the Section 00250 General Terms and Conditions of this ITB. The acceptance of the Bid will be by written Notice of Intent of Award e-mailed, mailed or delivered to the office designated in the Bid, with a copy to all other Bidders, together with a copy of the fully executed Agreement for Sale and Purchase. Article 14 Designated Contacts All questions regarding this ITB must be submitted in writing to: Ms. Danielle Gilbert, CPPB HCBCC Purchasing Manager 4320 George Boulevard Sebring, Florida 33875-5803 Phone: (863) 402-6524; Fax: (863) 408-6735 Email: dgilbert@hcbcc.org END OF SECTION E:\COUNTY\ENGINEERING DEPT\ITB Purchase of Land\SECTION 00100 Instructions to Bidder - purchase of land 030515.docx Section 00100-4
SECTION 00250 GENERAL TERMS AND CONDITIONS ITB 15-035 A. All responses shall become the property of the County. D. The County will not reimburse Bidder(s) for any costs associated with the preparation and submittal of any Bid. E. Bidders, their agents and associates shall NOT solicit any County official. Bidders, their agents and associates shall NOT contact any County official other than the individual listed in Article 14 of Section 00100 of this ITB for additional information and clarification or any other purpose related to this ITB. F. Due care and diligence has been exercised in the preparation of this ITB and all information contained herein is believed to be substantially correct; however, the responsibility for determining the full extent of the service required rests solely with those making response. Neither the County nor its representatives shall be responsible for any error or omission in the Bids submitted, nor for the failure on the part of the Bidders to determine the full extent of the exposures. G. All timely responses meeting the specifications set forth in this ITB will be considered. However, Bidders are cautioned to clearly indicate any deviations from these specifications. The terms and conditions contained herein are those desired by the County and preference will be given to those Bids in full or substantially full compliance with them. H. Each Bidder is responsible for full and complete compliance with all laws, rules and regulations including those of the Federal Government, the State of Florida and the County. Failure or inability on the part of the Bidder to have complete knowledge and intent to comply with such laws, rules and regulations shall not relieve the Bidder from its obligation to honor its Bid and to perform completely in accordance with its Bid. I. County, at its discretion, reserves the right to waive minor informalities or irregularities in any Bids, to reject any and all Bids in whole or in part, with or without cause, and to accept that Bid, if any, which in its judgment will be in its best interests. J. Award will be made to the Bidder whose Bid is determined to be the most advantageous to County. The Board reserves the right to reject any and all Bids for any reason or make no Award whatsoever or request clarification of information from the Bidders. K. Any interpretation, clarification, correction or change to this ITB will be made by written addendum issued by the Highlands County Purchasing Department. Any oral or other type of communication concerning this ITB shall not be binding. L. The Bid Forms must be signed by all owners of the land offered in the Bid and, if an owner is an organization, by an individual of the owner s organization legally authorized to commit that owner to the sale of the land to the County. END OF PAGE E:\COUNTY\ENGINEERING DEPT\ITB Purchase of Land\SECTION 00250 Gen Terms Conditions - purchase of land 030515.doc Section 00250-1
SECTION 00275 MINIMUM BID SPECIFICATIONS ITB 15-035 The County may purchase at least 25.2 acres of land having currently unprotected occupied sand skink habitat permitted by the U.S. Fish and Wildlife Service as a Permittee-Responsible Offsite Mitigation Area to offset permanent impacts to both sand skink and blue tailed mole skink habitat for construction of the Sebring Parkway Phase III project. The County has issued this ITB to solicit competitive land and price proposals from interested property owners whose land is or will, on or before April 30, 2015, be approved by the U.S. Fish and Wildlife Service as a Permittee-Responsible Offsite Mitigation Area to offset permanent impacts to both sand skink and blue tailed mole skink habitat for the construction of that project. The minimum specifications for this Bid are as follows: a. The land must include not less than 25.2 acres of currently unprotected occupied sand skink habitat that, at the time of submission of the Bid, is or, on or before April 30, 2015, has been approved, in writing, by the U.S. Fish and Wildlife Service as a Permitee-Responsible Offsite Mitigation Area to offset permanent impacts to both sand skink and blue tailed mole skink habitat for the construction of the Sebring Parkway Phase III project. That written approval of the U.S. Fish and Wildlife Service must be delivered to County on or before April 30, 2015. b. The land must be contiguous. c. The land must all be located in Highlands County, Florida. d. Bidder shall have the land surveyed by a registered Florida land surveyor, and a survey prepared by that surveyor in accordance with the minimum technical standards for land surveying adopted by the Florida Board of Professional Surveyors and Mappers. The boundaries of the property as well as improvements and encroachments located thereon, encroachments onto adjacent lands, and the area approved by the U.S. Fish and Wildlife Service as a Permittee-Responsible Offsite Mitigation Area to offset permanent impacts to both sand skink and blue tailed mole skink habitat must be staked on the ground and shown on that survey. On or before April 30, 2015, Bidder shall deliver that survey, signed and sealed by the registered Florida land surveyor, to County. e. On or before April 30, 2015, the endowment fund required by the U.S. Fish and Wildlife Service for perpetual management and monitoring of the Permittee-Responsible Offsite Mitigation Area on the property must be established, fully funded, and approved by the U.S. Fish and Wildlife Service, and the documentation establishing that the endowment fund was established, funded, and approved and the terms of that endowment fund must have been delivered to the County by that date. END OF SECTION E:\COUNTY\ENGINEERING DEPT\ITB Purchase of Land\SECTION 00275 Minimum Bid Specifications 030515.docx Section 00100-1
SECTION 00300 BID FORM ITB 15-035 PROJECT IDENTIFICATION: Sebring Parkway Phase III Project Highlands County Project No.09021 Request for Bids to Sell Land to Highlands County Containing not less than 25.2 Acres of Uncommitted Permittee-Responsible Offsite Mitigation Area for both sand skink and blue tailed mole skink habitat approved, in writing, by the U.S. Fish and Wildlife Service THIS BID IS SUBMITTED TO: BID SUBMITTED BY: Highlands County BCC Att: Purchasing Department 4320 George Boulevard Sebring, FL 33875-5803 [Bidder s Name] [Print Contact Person s name for this Bid] [Contact Person s e-mail address] [Contact Person s phone number] 1. This Bid is made and signed by all owners (hereinafter collectively referred to as Bidder ) of the property described in Exhibit A of the Contract for Sale and Purchase attached to this Bid Form and included herein by this reference. 2. The undersigned Bidder proposes and agrees with the Lump Sum Bid Price. 3. Bidder accepts all of the terms and conditions of the Advertisement and Invitation to Bid. This Bid will remain subject to acceptance for thirty-five (35) days after the day of Bid opening. 4. In submitting this Bid, Bidder represents that: (a) Bidder has examined and carefully studied the Bidding Documents, including the following Addenda, receipt of all of which is hereby acknowledged: Date Number Date Number SECTION 00300-1
(b) (c) (d) Bidder acknowledges that County and Project Manager do not assume responsibility for the accuracy or completeness of information and data shown or indicated in the Bid Form with respect to the sale of the land offered for sale. Bidder has given Project Manager written notice of all conflicts, errors, ambiguities or discrepancies that Bidder has discovered in the Bidding Documents and the written resolution thereof by Project Manager is acceptable to Bidder, and the Bidding Documents are generally sufficient to indicate and convey understanding of all terms and conditions for the sale. This Bid is genuine and not made in the interest of or on behalf of any undisclosed person, firm or corporation and is not submitted in conformity with any agreement or rules of any group, association, organization or corporation. Bidder has not directly or indirectly induced or solicited any other Bidder to submit a false or sham Bid. Bidder has not solicited or induced any person, firm or corporation to refrain from bidding, and Bidder has not sought by collusion to obtain for itself any advantage over any other Bidder or over County. 5. Bidder has been informed that the County is seeking to implement the Sebring Parkway Phase III project, which would unavoidably and adversely impact sand skinks and seeks to compensate for the loss of sand skink habitat by purchasing land containing not less than 25.2 acres of uncommitted Permittee-Responsible Offsite Mitigation Area for both sand skink and blue tailed mole skink habitat approved, in writing, by the U.S. Fish and Wildlife Service to offset impacts to sand skinks and sand skink blue tailed mole skink habitat associated with the Sebring Parkway Phase III Design-Build project. 6. (a) On,, [enter date approved], the U.S. Fish and Wildlife Service approved acres of the land described in attached Exhibit A as an uncommitted Permitee-Responsible Offsite Mitigation Area for both sand skink and blue tailed mole skink habitat, 25.2 acres of which may be used to offset impacts to sand skinks and sand skink and blue tailed mole skink habitat associated with the County s Sebring Parkway Phase III Design-Build project and the balance of which may be used to offset those impacts for other projects; or (b) On,, [enter anticipated date of approval], the U.S. Fish and Wildlife Service is expected to approve acres of the land described in attached Exhibit A as an uncommitted Permitee-Responsible Offsite Mitigation Area for both sand skink and blue tailed mole skink habitat, 25.2 acres of which may be used to offset impacts to sand skinks and sand skink and blue tailed mole skink habitat associated with the County s Sebring Parkway Phase III Design-Build project and the balance of which may be used to offset those impacts for other projects; and 7. The endowment fund required by the U.S. Fish and Wildlife Service for perpetual management and monitoring of the Permittee-Responsible Offsite Mitigation Area on the property has been established, fully funded, and approved by the U.S. Fish and Wildlife Service, and the documentation establishing that the endowment fund was established, funded, and approved and the terms of that endowment fund are submitted with this Bid Form. YES NO CIRCLE ONE SECTION 00300-2
8. Bidder has read and understands the minimum specifications for this Bid stated in Section 00275 of ITB 15-035 and that, if not satisfied on or before delivery of this Bid Form by Bidder to County, those minimum specifications must be satisfied on or before April 30, 2015. 9. Bidder agrees to sell the land described in Exhibit A of the attached Agreement for Sale and Purchase pursuant to the terms of this Bid and that Agreement for Sale and Purchase, which has been completed and signed by all owners of the property, for the following lump sum price: TOTAL = $ LUMP SUM BID PRICE 10. The names of all property owners are (Words) whom have signed this Bid Form below., all of Bidder s Name If Bidder is: An Individual (Individual's Name) Address: Phone No.: A Partnership (Partnership Name) (SEAL) By: Business Address: Phone No.: (State in Which Organized and Type of Partnership) (Name of General Partner) SECTION 00300-3
A Corporation (Corporation Name) (SEAL) By: (Corporate Seal) (State of incorporation) (name of person authorized to sign) (title) Attest: Business Address: (secretary) Phone No.: Date of Qualification to do business is A Joint Venture By: By: (name) (name) (address) (seal) (seal) (address) Phone Number and Address for receipt of official communications: (Each joint venturer must sign. The manner of signing for each individual, partnership, and corporation that is a party to the joint venture should be in the manner indicated above for an individual or the appropriate form of entity.) (All property owners must sign. Additional sheets may be used for that purpose.) E:\COUNTY\ENGINEERING DEPT\ITB Purchase of Land\SECTION 00300 Bid Form - purchase of land 030615.doc SECTION 00300-4
SECTION 00500 ITB 15-035 AGREEMENT FOR SALE AND PURCHASE This Agreement is made and entered into by and between the below named SELLER: whose address is: whose telephone number is: (hereinafter referred to as SELLER ) and Highlands County, a political subdivision of the State of Florida, with its principal office at 600 South Commerce Ave., Sebring, Florida, and whose mailing address is P.O. Box 1926, Sebring, Florida 33871-1926, its successors and assigns (hereinafter referred to as BUYER ). For and in consideration of mutual covenants set forth herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and In further consideration of the terms and conditions hereinafter set forth, the parties hereto, intending to be legally bound, agree as follows: 1. AGREEMENT TO SELL AND BUY a. The SELLER hereby agrees to sell to the BUYER and the BUYER hereby agrees to buy from the SELLER, subject to the terms and conditions hereinafter set forth, that certain real property comprising approximately acres located in Highlands County, Florida, legally described in Exhibit A attached hereto and made a part hereof, together with all and singular the rights, tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining (hereinafter referred to as the Premises ). b. Subject to the Approved Exceptions, the conveyance of the Premises will include, without limitation, all fixtures, improvements and all rights with respect to the Premises, including but not limited to all logs and timber rights, all water rights, all mineral rights, all oil and gas rights, all crops, all pasturage rights, all grazing rights and all other rights connected with the beneficial use and enjoyment of the Premises, as well as, all right, title and interest in any roads, streams, canals, ditches and other water bodies located on the Premises, appurtenant to the Premises or which may provide access to the Premises, all right, title and interest in any alleys, roads, streets, and easements included within the Premises, appurtenant to the Premises or which may provide access to the Premises, and all rights to receive the benefits attributable to the endowment fund established and funded for the perpetual management and monitoring of the Permittee-Responsible Offsite Mitigation Area located on the Premises. 2. PURCHASE PRICE a. The purchase price for the Premises is the sum of Dollars ($ ) (the Purchase Price ). The Purchase Price may be paid by BUYER to SELLER at time of Closing by BUYER s check or check issued by the closing agent subject only to the prorations and adjustments as otherwise provided in this Agreement. 1
3. TIME FOR ACCEPTANCE This Agreement shall not be effective unless it is executed and delivered by the SELLER to the BUYER on or before April 16, 2015, and is executed by the BUYER and delivered to SELLER on or before May 6, 2015, at 5:00 p.m. The effective date of this Agreement ( Effective Date ), for purposes of performance, shall be regarded as the date when the BUYER has signed this Agreement. Acceptance and execution of this Agreement shall void any prior contracts or agreements between the parties concerning the Premises unless incorporated by reference herein, and Highlands County ITB 15-035 and SELLER s Bid Form submitted in response to that ITB are included herein by this reference. This Agreement is subject to and contingent upon approval by the Board of County Commissioners of Highlands County, Florida. 4. CLOSING DATE The transaction contemplated by this Agreement, shall be closed ( Closing ) and the Deed and other closing papers and possession, shall be delivered on or before May 30, 2015 ( Closing Date ). Closing shall be held at the office of the SELLER or SELLER s closing agent. 5. EVIDENCE OF TITLE a. SELLER shall obtain and deliver to BUYER, on or before May 15, 2015, a title insurance commitment ( Title Commitment ) issued by a title company licensed to issue title insurance policies in the State of Florida ( Title Company ), agreeing to issue to the BUYER upon the recording of the Deed hereinafter mentioned, an owner's policy of title insurance in the amount of the Purchase Price insuring the BUYER as to marketable title to the Premises. SELLER shall pay at Closing the entire title insurance premium due for the title insurance policy to be issued to the BUYER after Closing pursuant to the Title Commitment. b. SELLER has or will have the land surveyed by a registered Florida land surveyor, and a survey prepared by that surveyor in accordance with the minimum technical standards for land surveying adopted by the Florida Board of Professional Surveyors and Mappers. The boundaries of the property as well as improvements and encroachments located thereon, encroachments onto adjacent lands, and the area approved by the U.S. Fish and Wildlife Service as a Permittee-Responsible Offsite Mitigation Area to offset permanent impacts to both sand skink and blue tailed mole skink habitat must be staked on the ground and shown on that survey. SELLER has or will deliver that survey, signed and sealed by the registered Florida land surveyor, to BUYER on or before April 30, 2015. SELLER shall, at SELLER s sole cost and expense, have that Survey updated and delivered to BUYER prior to Closing as is necessary to enable the Title Company to delete the survey exceptions contained in the Title Commitment. c. In the event any endorsement or update to the Title Commitment discloses exceptions to title other than those matters set forth on the list attached hereto as Exhibit B, (those matters set forth on Exhibit B are hereinafter referred to as the Approved Exceptions ), then BUYER shall notify the SELLER in writing specifying which title exceptions are objected to by BUYER ( Title Objections ). The SELLER shall have until the Closing Date to cure and remove the Title Objections, provided, however, that other than liens, judgments, mortgages, and other monetary encumbrances which shall be satisfied at Closing as hereinafter provided in paragraph 13, SELLER shall have no obligation to cure any such Title Objections. If the SELLER shall not have cured and removed the Title Objections prior to the Closing Date, BUYER shall have the option of: 2
i. accepting title as it then is; ii. declining to accept title and thereupon this Agreement shall be cancelled and the BUYER and the SELLER shall have no further claim against each other under this Agreement, except for material misrepresentations made by SELLER to BUYER. d. Prior to or at Closing, SELLER shall, at its sole cost and expense, satisfy all Schedule B-1 requirements of the Title Commitment. If at Closing there are any unsatisfied Schedule B-1 requirements, then BUYER shall have, in addition to all other rights set forth in this Agreement, the options set forth in subparagraphs 5.c.i and 5.c.ii above. 6. SELLER S DELIVERIES SELLER shall deliver to BUYER the following documents and instruments within ten (10) days of the Effective Date of this Agreement, except as specifically indicated: a. Copies of any reports or studies (including engineering, environmental, soil borings, and other physical inspection reports), in SELLER s possession or control with respect to the physical condition or operation of the Premises, if any. b. Copies of all licenses, variances, waivers, permits (including but not limited to all surface water management permits, wetland resource permits, consumptive use permits, and environmental resource permits), authorizations, and approvals required by law or by any governmental or private authority having jurisdiction over the Premises, or any portion thereof (the Governmental Approvals ), as well as copies of all unrecorded instruments which are material to the use or operation of the Premises, if any. c. Prior to the Closing Date, SELLER shall execute and deliver to BUYER any and all documents and instruments required by BUYER, in BUYER s sole and absolute discretion, which: (i) effectuate the transfer to BUYER of those Governmental Approvals and related endowment fund agreements, if any, or portions thereof which are applicable to the Premises, that BUYER desires to have assigned to it, and/or (ii) effectuate the termination of those Governmental Approvals, or portions thereof which are applicable to the Premises, that BUYER does not want assigned to it. No later than twenty (20) days prior to the Closing Date. SELLER shall remedy, restore, and/or rectify any and all violations of the Governmental Approvals (including but not limited to any and all portions of the surface water management system, mitigation areas or other items which do not comply with the Governmental Approvals or applicable rules). 7. ADDITIONAL CONDITIONS PRECEDENT TO CLOSING a. In addition to all other conditions precedent to BUYER s obligation to consummate the purchase and sale contemplated herein provided elsewhere in this Agreement, the following shall be additional conditions precedent to BUYER s obligation to consummate the purchase and sale contemplated herein: i. The physical condition of the Premises shall be the same on the date of Closing as on the Effective Date of this Agreement, reasonable wear and tear excepted. ii. At Closing, there shall be no litigation or administrative agency or other governmental proceeding of any kind whatsoever, pending or threatened which after Closing would, materially adversely affect the value of the Premises. iii. On the day of Closing, the Premises shall be in compliance with all applicable federal, state and local laws, ordinances, statutes, rules, regulations, codes, requirements, licenses, permits and authorizations. iv. Prior to Closing, approval by the Highlands County Board of County 3
Commissioners of the acquisition of the Premises by the BUYER. v. All of the representations and warranties of SELLER contained in this Agreement, including, but not limited to, those contained in Paragraph 12, shall be true and correct as of Closing. vi. Not less than 25.2 acres of the Premises has been approved, in writing, by the U.S. Fish and Wildlife Service as a Permitee-Responsible Offsite Mitigation Area to offset permanent impacts to both sand skink and blue tailed mole skink habitat for the construction of the Sebring Parkway Phase III project, an endowment fund has been established, fully funded, and approved, in writing, by the U.S. Fish and Wildlife Service for the perpetual maintenance and monitoring of the entire Permitee-Responsible Offsite Mitigation Area, and those written approvals and the documentation pertaining thereto delivered to BUYER. vii. The conveyance contemplated by this Agreement is not in violation of, or prohibited by, any private restriction, governmental law, ordinances, statute, rule or regulation, including but not limited to applicable governmental subdivision or platting ordinances. viii. At Closing, there shall be no conditions with regards to the Premises, including but not limited to dangerous conditions, environmental conditions or physical conditions, that BUYER determines can reasonably be expected to (1) adversely impact BUYER s intended use of the Premises or (2) affect the market value of the Premises. ix. There are no, and there have been no, judicial, administrative or other legal or governmental proceedings, including but not limited to proceedings pursuant to Chapter 120, Florida Statutes, filed or pending with respect to, or which affect, this Agreement or the transaction which is the subject of this Agreement, prior to, or on, the Closing Date. b. Should any of the conditions precedent to Closing provided in subparagraph 7.a. above fall to occur, then BUYER shall have the right, in BUYER s sole and absolute discretion, to terminate this Agreement upon which both parties shall be released of all obligations under this Agreement with respect to each other, except for material misrepresentations made by SELLER to BUYER. 8. PRORATIONS, TAXES AND ASSESSMENTS SELLER shall pay at Closing all real property taxes accrued with respect to the Premises through the Closing Date in accordance with Florida Statute 196.295 and all other revenue of the Premises shall be prorated as of the Closing Date. All pending, certified, confirmed or ratified special assessment liens existing as of the Closing Date shall be paid by the SELLER no later than Closing. 9. CONVEYANCE SELLER shall convey title to the Premises to the BUYER by statutory warranty deed ( Deed ) subject only to the Approved Exceptions and those title exceptions otherwise accepted by the BUYER. 10. OWNER S AFFIDAVIT/CONSTRUCTION LIENS a. At Closing, the SELLER shall furnish to the BUYER an owner's Affidavit ( Owner s Affidavit ) swearing that there have been no improvements to the Premises for ninety (90) days immediately preceding the Closing Date in order to enable the Title Company to delete the construction lien exception from the Title Commitment. If the Premises has been improved within ninety (90) days immediately preceding the Closing Date, the SELLER shall deliver 4
appropriate releases or waivers of all construction liens and the SELLER s construction lien affidavit in order to enable the Title Company to delete the construction lien exception from the Title commitment. In addition, the Owner s Affidavit shall be acceptable to the Title Company 1n order to enable the Title Company to delete the unrecorded easements, parties in possession and other standard exceptions from the Title Commitment. b. SELLER shall comply with the provisions of the Foreign Investment Real Property Tax Act, Section 1445 of the Internal Revenue Code (FIRPTA). i. In the event SELLER is not a non-resident alien or a foreign person as defined within the meaning of FIRPTA, then SELLER shall provide at Closing to BUYER a non- foreign affidavit in a form acceptable to the Closing Agent ( Non-Foreign Affidavit ); or ii. In the event the SELLER is a non-resident alien or foreign person within the meaning of FIRPTA and SELLER has not otherwise obtained an exemption or other written release from the Internal Revenue Service (IRS), then the Closing Agent shall withhold a sum equal to 10% of the Purchase Price, or such amount set forth in any written release from the IRS, from SELLER s proceeds at Closing and pay such sum to the IRS within 10 days from Closing. 11. DOCUMENTS FOR CLOSING a. At Closing, SELLER shall execute and deliver (or cause to be executed and delivered) to BUYER the following documents and instruments ( Seller s Documents ): i. the Deed ii. the Owner s Affidavit iii. the Non-Foreign Affidavit iv. the Closing Statement v. an affidavit stating that the representations and warranties contained in Paragraph 12 are true and correct vi. all other documents and instruments provided for under this Agreement, required by the Title Company or reasonably required by BUYER to consummate the transaction contemplated by this Agreement, all in form, content and substance reasonably required by and acceptable to BUYER. b. The SELLER shall prepare the SELLER s Documents (including the closing statement and documents required by the Title Company) and submit copies of the same to the BUYER s attorney, prior to the scheduled Closing Date. The SELLER shall cause the closing agent to prepare the closing statement and submit it to BUYER and SELLER prior to the scheduled Closing Date. If SELLER is not an individual, then SELLER shall prepare and deliver to BUYER at least five (5) days prior to Closing evidence satisfactory to BUYER that SELLER has complied with any corporate, trust, general partnership or limited partnership requirements necessary to authorize the sale and conveyance of the Premises in accordance with the provisions of this Agreement. 12. REPRESENTATIONS AND WARRANTIES OF SELLER a. As a material Inducement to BUYER entering into this Agreement, SELLER represents and warrants to and covenants with BUYER that the following matters are true as of the Effective Date and that they will also be true as of Closing: i. The description information concerning the Premises set forth in Paragraph 1 hereof is accurate. ii. SELLER is the legal fee simple titleholder of the Premises and has good 5
and marketable title to the Premises free and clear of all liens, encumbrances, mortgages and security interests, except those which shall be discharged prior to Closing. There shall be no change in the ownership, operation or control of any party constituting SELLER from the Effective Date hereof to Closing. iii. SELLER is not in default, nor do any circumstances exist which would give rise to a default, (or violation of any Governmental Approval, as hereinabove defined in subparagraph 6b. under any of the documents, recorded or unrecorded, referred to in the Title Commitment, or in violation of any Governmental Approvals. iv. Except as disclosed herein, SELLER has not been advised of and is not aware of any defect in the condition of the Premises, or any portion thereof, which has not been corrected or which will impair the operation of the Premises. v. SELLER, the Premises and the use and operation thereof are in compliance with all applicable county and governmental laws, ordinances, regulations, licenses, permits and authorizations, including, without limitation, applicable zoning and environmental laws and regulations. vi. There is no pending, or, to SELLER s knowledge, threatened judicial, county or administrative proceedings affecting the Premises or in which SELLER is or will be a party by reason of SELLER s ownership of the Premises or any Portion thereof, including, without limitation, proceedings for or involving condemnations, eminent domain or zoning violations, or personal injuries or property damage alleged to have occurred on the Premises or by reason of the condition or use of the Premises. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or, to SELLER s best knowledge, threatened against SELLER (or any of the general or limited partners of SELLER if applicable). In the event any proceeding of the character described in this subparagraph is initiated prior to Closing, SELLER shall promptly advise BUYER in writing. vii. The execution and delivery of this Agreement by the signatories hereto, and all the documents to be delivered by SELLER to BUYER at Closing by the signatories thereto, on behalf of SELLER, and the performance of this Agreement by SELLER have been duly authorized by SELLER and this Agreement is binding on SELLER and enforceable against SELLER in accordance with its terms, conditions and provisions. No consent to such execution, delivery and performance is required from any person, beneficiary, partner, limited partner, shareholder, creditor, investor, judicial or administrative body, governmental authority or other party other than any such consent which already has been unconditionally given. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will violate any restriction, court order or agreement to which SELLER or the Premises is subject. viii. There are no facts material to the use and operation of the Premises which SELLER has not disclosed to BUYER, including but not limited to unrecorded instruments or the condition of the Premises, which pertain to the use and operation of the Premises. ix. As to the environmental condition of the Premises: (1) For purposes of this Agreement, pollutant ( Pollutant ) shall mean any hazardous or toxic substance, material, or waste of any kind or any contaminant, pollutant, petroleum, petroleum product or petroleum by-product as defined or regulated by environmental laws. Disposal ( Disposal ) shall mean the release, storage, use, handling, discharge, or disposal of such pollutants. Environmental laws ( Environmental Laws ) shall mean any applicable federal, state, or local laws, statutes, ordinances, rules, regulations or other governmental restrictions. (2) The SELLER has obtained and is in full compliance with any and all permits regarding the Disposal of Pollutants on the Premises or contiguous property owned by 6
SELLER. (3) Except as disclosed by Environmental Phase Audit of the Premises prepared by and dated, the SELLER is not aware nor does it have any notice, actual or constructive, of any past, present or future events, conditions, activities or practices which may give rise to any liability or form a basis for any claim, demand, cost or action relating to the Disposal of any Pollutant on the Premises or on contiguous property. (4) There is no civil, criminal or administrative action, suit, claim, demand, investigation or notice of violation pending or threatened against the SELLER relating in any way to the Disposal of Pollutants on the Premises or on any contiguous property owned by SELLER. x. At all times prior to Closing, SELLER shall perform when due all of SELLER s obligations in accordance with applicable laws, ordinances, rules and regulations affecting the Premises. xi. All action required pursuant to this Agreement which is necessary to effectuate the transaction contemplated herein will be taken promptly and in good faith by SELLER. xii. SELLER shall promptly notify BUYER of any material change in any condition with respect to the Premises or of any event or circumstance which makes any representation or warranty of SELLER to BUYER under this Agreement untrue or misleading, or any covenant of SELLER under this Agreement incapable or less likely of being performed, it being understood that the SELLER s obligation to provide notice to BUYER under this subparagraph shall in no way relieve SELLER of any liability for a breach by SELLER of any of its representations, warranties or covenants under this Agreement. xiii. SELLER has made no other outstanding agreement for purchase and sale applicable to the Premises other than this Agreement. xiv. All items delivered or to be delivered by SELLER pursuant to this Agreement, are and will be true, correct and complete in all material respects and fairly represent the information set forth therein; no such items omit to state information necessary to make the information contained therein or herein true and correct. xv. SELLER warrants that there is legal access, ingress and egress to and from the Premises to and from a public road. xvi. SELLER represents and warrants that there are no parties other than SELLER in occupancy or possession of any part of the Premises and no person or entity has any right to lease all or any portion of the Premises. At Closing, SELLER shall deliver occupancy of the Premises to BUYER, free and clear of all parties in possession. xvii. The SELLER hereby represents and warrants that except for there are no pending applications, permits, petitions, contracts, approvals, or other proceedings with any governmental or quasi-governmental authority, including but not limited to, BUYER, municipalities, counties, districts, utilities, and/or federal or state agencies, concerning the use or operation of, or title to the Premises, or any portion thereof, and SELLER has not granted nor is obligated to grant any interest in the Premises to any of the foregoing entities. b. The representations and warranties made in this Agreement by SELLER shall be continuing and shall be deemed remade by SELLER as of Closing with the same force and effect as if in fact made at that time. SELLER shall be liable to BUYER before and after Closing for any loss, damage, liability or cost (including but not limited to reasonable attorneys fees and costs) that BUYER incurs directly, indirectly or proximately as a result of any warranty or representation made by SELLER in this Agreement not being true and correct as of the Effective 7