Parcel 122SALE Purchase Agreement PROJECT: 99999 Miscellaneous
PARCEL No(s): 122SALE (Borrow Pit)
FOLIO No(s): 00403640009
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (hereinafter referred to as the "Agreement") is
made and entered into this 05+41 day of F(h►ruGtr , 20111 , by and between
COLLIER COUNTY, a political subdivision of the state of Florida, whose mailing
address is 3299 Tamiami Trail East, do the Office of the County Attorney, Suite 800,
Naples, Florida 34112 (hereinafter referred to as "County"), and UNITY OF NAPLES,
INCORPORATED, whose mailing address is 2000 Unity Way, Naples, Florida 34112,
(hereinafter referred to as "Purchaser").
WHEREAS, County advertised to receive bids to purchase real property
described as "the SW 1/4 of the SW % of the NE 1/4 of Section 8, Township 50 S, Range
26 E, Collier County, Florida, Folio No. 00403640009" (hereinafter the "Property"); and
WHEREAS, Purchaser submitted the highest bid and County awarded bid to
Purchaser; and
WHEREAS, Purchaser requires a fee estate in the Property; and
WHEREAS, County desires to convey the Property to Purchaser for the stated
purposes, on the terms and conditions set forth herein; and
WHEREAS, Purchaser has agreed to compensate County for conveyance of the
Property.
NOW THEREFORE, in consideration of these premises, the sum of Ten Dollars
($10.00), and other good and valuable consideration, the receipt and sufficiency of
which is hereby mutually acknowledged, it is agreed by and between the parties as
follows:
1. All of the above RECITALS are true and correct and are hereby expressly
incorporated herein by reference as if set forth fully below, and all Exhibits
referenced herein are made a part of this Agreement.
2. County shall convey the Property to Purchaser for the sum of:
$11,011.00
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subject to the apportionment and distribution of proceeds pursuant to
Paragraph 7 of this Agreement (said transaction hereinafter referred to as the
"Closing"). Said payment to County shall be full compensation for the Property
conveyed, including all landscaping, trees, shrubs, improvements, and fixtures
located thereon.
3. County shall convey a marketable title free of any liens, encumbrances,
exceptions, or qualifications. Marketable title shall be determined according to
the applicable title standards adopted by the Florida Bar and in accordance
with law. Prior to the Closing, County shall cause to be delivered to Purchaser
the items specified herein and the following documents and instruments duly
executed and acknowledged, in recordable form (hereinafter referred to as
"Closing Documents"):
(a) Warranty Deed; and
(b) Closing Statement;
4. Both County and Purchaser agree that time is of the essence. Therefore,
Closing shall occur within ninety (90) days from the date of execution of this
Agreement by the Purchaser; provided, however, that Purchaser shall have the
unilateral right to extend the term of this Agreement pending receipt of such
instruments, properly executed, which either remove or release any and all
such liens, encumbrances or qualifications affecting Purchaser's enjoyment of
the Property. At Closing, Purchaser shall make payment to County and County
shall deliver the Closing Documents to Purchaser in a form acceptable to
Purchaser. Purchaser shall be entitled to full possession of the Property at
Closing.
5. County and Purchaser agree to do all things which may be required to give
effect to this Agreement immediately as such requirement is made known to
them or they are requested to do so, whichever is the earlier.
6. County agrees, represents and warrants the following:
(a) County has full right, power and authority to own and operate the
Property, to enter into and to execute this Agreement, to execute, deliver
and perform its obligations under this Agreement and the instruments
executed in connection herewith, to undertake all actions and to perform
all tasks required of County hereunder and to consummate the
transaction contemplated hereby.
(b) Purchaser's acceptance of a deed to the said Property shall not be
deemed to be full performance and discharge of every agreement and
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obligation on the part of County to be performed pursuant to the
provisions of this Agreement.
(c) No party or person other than Purchaser has any right or option to
acquire the Property or any portion thereof.
(d) Until the date fixed for Closing, so long as this Agreement remains in
force and effect, County shall not encumber or convey any portion of the
Property or any rights therein, nor enter into any agreements granting any
person or entity any rights with respect to the Property, without first
obtaining the written consent of Purchaser to such conveyance,
encumbrance, or agreement which consent may be withheld by County
for any reason whatsoever.
(e) There are no maintenance, construction, advertising, management,
leasing, employment, service or other contracts affecting the Property.
(f) County has no knowledge that there are any suits, actions or arbitration,
administrative or other proceedings or governmental investigations or
requirements, formal or informal, existing or pending or threatened which
affect the Property or which adversely affect County's ability to perform
hereunder; nor is there any other charge or expense upon or related to
the Property which has not been disclosed to County in writing prior to the
effective date of this Agreement.
(g) Purchaser is entering into this Agreement based upon County's
representations stated in this Agreement and on the understanding that
County will not cause the physical condition of the Property to change
from its existing state on the effective date of this Agreement up to and
including the date of Closing. Therefore, County agrees not to enter into
any contracts or agreements pertaining to or affecting the Property and
not to do any act or omit to perform any act which would adversely affect
the physical condition of the Property or its intended use by Purchaser.
(h) The Property and all uses of the Property have been and presently are in
compliance with all Federal, State and Local environmental laws; that no
hazardous substances have been generated, stored, treated or
transferred on the Property except as specifically disclosed to the County;
that the County has no knowledge of any spill or environmental law
violation on any property contiguous to or in the vicinity of the Property to
be sold to the Purchaser, that the County has not received notice and
otherwise has no knowledge of a) any spill on the Property, b) any
existing or threatened environmental lien against the Property or c) any
lawsuit, proceeding or investigation regarding the generation, storage,
treatment, spill or transfer of hazardous substances on the Property. This
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provision shall survive Closing and is not deemed satisfied by
conveyance of title.
7. Purchaser shall pay all fees to record any curative instruments required to clear
title, all Warranty Deed recording fees, transfer taxes, and any and all costs
and/or fees associated with securing and recording a Release or Subordination
of any mortgage, lien or other encumbrance recorded against the Property;
provided, however, that any apportionment and distribution of the full
compensation amount in Paragraph 2 which may be required by any
mortgagee, lien-holder or other encumbrance-holder for the protection of its
security interest, or as consideration due to any diminution in the value of its
property right, shall be the responsibility of the County, and shall be deducted
on the Closing Statement from the compensation payable to the County per
Paragraph 2.
8. This Agreement and the terms and provisions hereof shall be effective as of
the date this Agreement is executed by both parties and shall inure to the
benefit of and be binding upon the parties hereto and their respective heirs,
executors, personal representatives, successors, successor trustees, and/or
assignees, whenever the context so requires or admits.
9. Conveyance of the Property by County is contingent upon no other provisions,
conditions, or premises other than those so stated herein; and this written
Agreement, including all exhibits attached hereto, shall constitute the entire
Agreement and understanding of the parties, and there are no other prior or
contemporaneous written or oral agreements, undertakings, promises,
warranties, or covenants not contained herein. No modification, amendment or
cancellation of this Agreement shall be of any force or effect unless made in
writing and executed and dated by both County and Purchaser.
10. Should any part of this Agreement be found to be invalid, then such invalid part
shall be severed from the Agreement, and the remaining provisions of this
Agreement shall remain in full force and effect and not be affected by such
invalidity.
11. This Agreement is governed and construed in accordance with the laws of the
State of Florida.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first above written.
AS TO COUNTY:
DATED: dCbcc .-49/
ATTEST: BOARD OF COUNTY COMMISSIONERS
DWIGHT E. BROCK, Clerk COLLIER OU Tr, FLORIDA
it:02 -- /1 f
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ttest as to ChairmanVer P TOM HENNING , airman
signature only.
AS TO PURCHASER:
/ UNITY OF NAPLES, INCORPORATED
DA ED: l 1
ANIKAW/ By: ('A-Mvl G
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i ness '.nature) BRIAN E. JONES, V• President
1 r _A Z e/- Li'
Name 'rint or ype)
Witness (Sign-ture)
4tocA44- C4c11 LcW
Name (Print or Type)
Approved as to form and legality:
Assistan ounty A ttorney
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