Parcel 197POND - Purchase Agreement PROJECT: 60168-Vanderbilt Beach Road Extension
PARCEL: 197POND(3A)
FOLIO#5: 37542360006
PURCHASE AGREEMENT
(for Starmwster Retention Pond Sites)
THIS PURCHASE AGREEMENT is made and entered into on this 1 C day of
2018, by CARL E. LEY and TEENA J. LEY, husband and wife,
whose mailing address is 27250 High Seas Ln., Bonita Springs, FL 34135-4311,
(hereinafter collectively referred to as "Seller"), and COLLIER COUNTY, a political
subdivision of the State of Florida,whose mailing address is 3299 Tamiami Trail East,do
the Office of the County Attorney, Suite 800, Naples, Florida 34112, (hereinafter referred
to as"Purchaser").
WHEREAS, Seller owns that certain property more particularly described as,
Tract 35, Golden Gate Estates Unit 19, according to the Plat
thereof, as recorded in Plat Book 7, Pages 77 and 78, of the
r, Public Records of Collier County, Florida
Subject to easements, resp fictions, and reservations of record.
together with all structures and improvements, (hereinafter referred to as"Property');and
WHEREAS, Purchaser requires the Property for stormwater retention purposes as
part of the Vanderbilt Beach Road Extension Project; and
WHEREAS, Seller has agreed to sell, and Purchaser has agreed to purchase the
Property subject to the terms and conditions s that follow.
NOW THEREFORE, in consideration of these premises, it is agreed by and
between the parties as follows:
1. AGREEMENT
In consideration of the purchase price and upon the terms and conditions hereinafter set
forth,Seller shall sell to Purchaser and Purchaser shall purchase from Seller the Property.
2. PURCHASE PRICE
The purchase price (the "Purchase Price") for the Property shall be $175,000.00 (U.S.
Currency) payable at time of closing. The Purchase Price, subject to the apportionment
and distribution of proceeds pursuant to Paragraph 3D of this Agreement, shall be full
compensation for the Property conveyed, including all structures, improvements,fixtures,
landscaping, trees, and shrubs, located thereon, and shall be in full and final settlement
of all claims against the Purchaser, including all attorneys'fees, expert witness fees and
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costs as provided for in Chapter 73, Florida Statutes. None of this Purchase Price is
attributed to any personal property.
3. CLOSING
A, TIME IS OF THE ESSENCE, Therefore,the Closing (THE"CLOSING DATE",
"DATE OF CLOSING",OR"CLOSING")of the transaction shaft be held on or before
sixty (60) days following execution of this Agreement by the Purchaser or within
thirty(30)days of receipt by purchaser of all fully executed closing documents and
documents necessary to convey marketable title free of any liens, encumbrances,
exceptions, or qualifications, whichever is later, unless extended by mutual written
agreement of the parties hereto, The Closing shall be held at Collier County
• Transportation, 2885 Horseshoe Drive S, Naples, Florida 34104. Purchaser shall
be entitled to possession at the time of Closing, unless otherwise provided herein.
B, Seller shall convey a marketable title free of any liens, encumbrances,
exceptions, or qualifications, Marketable title shaft be determined according to
applicable title standards adopted by the Florida Bar and in accordance with law.
Within ten (10) days of receipt of a fully executed copy of this Agreement, Seiler
shaft provide Purchaser with a copy of any existing title insurance policy and survey.
Three (3) weeks before the Closing, the Seller shall cause to be delivered to the
Purchaser any documents necessary to convey marketable title and the following
documents and instruments duly executed and acknowledged, in recordable form:
1. General Warranty Deed in favor of Purchaser conveying title to the
Property,free and clear of aft liens and encumbrances other than:
(a)The ken for current taxes and assessments.
(b) Such other easements, restrictions or conditions of record.
2. Combined Purchaser-Seller closing statement.
3, A "Grantor's Non-Foreign, Taxpayer Identification & "Gap" Affidavit" as
required by Section 1445 of the Internal Revenue Code and as required by
the title insurance underwriter in order to insure the "gap" and issue the
policy contemplated by the title Insurance commitment.
4. A W-9 Form, "Request for Taxpayer Identification and Certification" as
required by the Internal Revenue Service.
5. Such evidence of authority and capacity of Seiler and its representatives to
execute and deliver this Agreement. . .
6.All other documents required to consummate this transaction, as reasonably
determined by Purchaser's counsel and/or title company.
C. At the time of Closing,the Purchaser,or its assignee,shall cause to be delivered
to the Seller a County Warrant in an amount equal to Net Cash to Seller on the
Closing Statement. No funds shall be disbursed to Seller until there is verification
that there has been no adverse change to the state of the title to the Property since
1 the date of the last title commitment, referenced in Section 6 "Requirements and
Conditions for Closing' below. The Title Company shall issue a Title Insurance
Policy within a reasonable period of time after the recording of the deed.
D. Purchaser shall pay all fees to record any curative instruments required to clear
title, and all Warranty Deed recording fee& Any apportionment and distribution of
the full compensation amount in Section 2 which may be required by any mortgagee,
lien-holder or other encumbrance-holder as payoff shall be the responsibility of the
Seller and shall be deducted on the Closing Statement from the compensation
payable to the Seller per Section 2.
E. Seller,at its sole cost and expense,shall pay at Closing all documentary stamp
taxes due upon the recording of the General Warranty Deed, in accordance with
Chapter 201, Florida Stables, unless the Property is acquired under threat of
condemnation. The cost of a Title Comrr*nent shall be paid by Purchaser along
with the cost of a Seller's Form 8 Title Pocky, issued pursuant to the Commitment
provided for in Section 6, "Requirements and Conditions' (below). Furthermore,
there shall be deducted from the proceeds of sale all past due and prior year ad
valorem and non-ad valorem taxes and assessments levied against the parent tract
property which remain unpaid as of the date of Closing.
F. Real Property taxes shall be prorated based on the current year's tax and paid
by Seller. If Closing occurs at a date upon which the current year's millage is not
fixed, taxes will be prorated based upon the prior year's millage.
4. INSPECTIONS
A. inspection Period, Purchaser shall have sixty(60)days from the Effective Date
(Inspection Period) to determine through appropriate investigation and inspection
that the Property is in compliance with ail applicable State and Federal
environmental laws and free of any Hazardous Materials. Upon reasonable notice,
Seller will provide Purchaser, and its agents, with access to the Property for
purposes of surveying, soil borings, site inspection and analysis.
B. Election and Response, If Purchaser is not satisfied with the results of this
investigation, as set forth in this Agreement, Purchaser may elect to terminate this
Agreement,without penalty, by giving written notice of Ns intent to terminate prior to
expiration of the Inspection Period. Purchaser may elect to suspend its Notice of
Termination if Seller notifies Purchaser In writing within ten (10)days thereafter that
Seller agrees to promptly carry out,at its sole expense,all further investigations and
remediation of the Property as necessary to make the Property acceptable to
Purchaser (hereinafter "Remedial Action') within a time period acceptable to
Purchaser. As a condition precedent for suspension of the Notice of Termination,
the parties shall agree to the specific term of such suspension and what will render
the Property acceptable to Purchaser.
C. "Hazardous Materials" means any substance; (1) the presence of which
requires investigation, remediation, or is, or becomes regulated under any federal.
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state,or local law, regulation, order or policy,or(2)which is or becomes defined as
a hazardous substance, pollutant or contaminant under federal,state or local law or
regulation: or (3) which is toxic, explosive, corrosive, flammable, infectious,
radioactive, carcinogenic, mutagenic or otherwise hazardous, or threatens the
health or safety of persons on or about the Property, and is being regulated by any
governmental authority in the state of Florida..
D. if Purchaser does not have the Property inspected, or fails to do so within the
Inspection Period, or fails to notify Seller of its intent to terminate, Purchaser shall
be deemed to have accepted the Property in the condition it existed on the Effective
Date.
5. RISK OF LOSS
Seller shall maintain the Property in the condition existing on the Effective Date until
Closing or date of Purchaser's possession, whichever is later, except for any Remedial
Action agreed to by Seller under Section 46 above. My future loss and/or damage to
the Property between the Effective Date and the Closing or date of Purchaser's
possession,whichever is earlier,shall be at SeOer's sole risk and expense,
6. REQUIREMENTS AND CONDITIONS FOR CLOSING
Upon execution of this Agreement by both parties or at such other time as specified within
this Section, Purchaser and/or Seller, as the case may be, shalt perform the following
within the times stated, which shall be conditions precedent to the Closing:
A. Within fifteen (15)days after the Effective Date hereof, Purchaser shall obtain
as evidence of title an ALTA Commitment for a Title Insurance Policy with Florida
Modifications covering the Property, together with hard copies of all exceptions
shown thereon. Purchaser shall have thirty(30) days, following receipt of the title
insurance commitment, to notify Seller in writing of any objection to title other than
liens evidencing monetary obligations, if any, which obligations shall be paid at
closing. If the tittle commitment contains exceptions that make the title unmarketable,
Purchaser shall deliver to the Seller written notice of its intention to waive the
applicable contingencies or to terminate this Agreement
B. If Purchaser shall fait to advise the Seller in writing of any such objections in
Seller's title in the manner herein required by this Agreement, the title shall be
deemed acceptable. Upon notification of Purchaser's objection to title, Seller shall
have thirty(30)days to remedy any defects in order to convey good and marketable
title, except for liens or monetary obligations which wilt be satisfied at Closing.
Seller, at its sob expense, shall use its best efforts to make such title good and
marketable. In the event Seller is unable to cure said objections within said time
period, Purchaser, by providing written notice to Seiler within seven (7) days after
' expiration.of said thirty (30) day period, may accept title as it then Is, waiving any
objection, or may terminate the Agreement,
C. Seller agrees to furnish any existing surveys of the Property in Seller's
possession to Purchaser within ten (10) days of receipt of a fully executed copy of
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this Agreement. Purchaser shall have the option, at its own expense, to obtain a
current survey of the Property prepared by a surveyor licensed by the State of
Florida, No adjustments to the Purchase Price stl be made based upon any
change to the total acreage referenced in this Agreement, unless the difference in
acreage revealed by survey exceeds 5% of the overall acreage. If the survey
provided by Seller or obtained by Purchaser, as certified by a registered Florida
surveyor,shows: (a)an encroachment onto the property;or(b)that an improvement
meted on the Property projects onto lands of others,or(c)lack of legal access to a
public roadway,the Purchaser shall notify the Seller in writing,within thirty(30)days
from the Effective Date of this Agreement,of such encroachment,projection,or lack
of legal access, and Seiler shall have the option of curing said encroachment or
projection, or obtaining legal access to the Property from a public roadway. Should
Seller elect not to or be unable to remove the encroachment. projection, or provide
legal access to the property within thirty (30) days, Purchaser may accept the
Property as it then is,walling any objection to the encroachment, or projection, or
lack of legal access,or Purchaser may terminate the Agreement,by providing written
notice to Seller within seven (7) days after expiration of said thirty(30)day period.
A failure by Purchaser to give such written notice of termination within the tine period
provided herein shaft be deemed an election by Purchaser to accept the Property
with the encroachment,or projection,or lack of legal access.
7, TERMINATION AND REMEDIES
A, If Seller shalt have failed to perform any of the covenants and promises
contained herein, which are to be performed by Seiler, within fifteen (15) days of
written notification of such failure, Purchaser may, at Its option, terminate this
Agreement by giving written notice of termination to Seller. Purchaser shall have
the right to seek and enforce all rights and remedies available at law or in equity to
a contract vendee, including the right to seek specific performance of this
Agreement.
B. if the Purchaser has not terminated this Agreement pursuant to any of the
provisions authorizing such termination,and Purchaser fails to close the transaction
contemplated hereby or otherwise faits to perform any of the terms, covenants and
conditions of this Agreement as required on the part of Purchaser to be performed,
provided Seller is not in default,, then as Seller's sole remedy, Seller shall have the
right to terminate and cancel this Agreement by giving written notice thereof to
Purchaser,whereupon$500.00 shall be paid to 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 except as set forth in Section 10 hereof,"Real Estate
Brokers". The parties acknowledge and agree that Seller's actual damages in the
event of Purchaser's default are uncertain in amount and difficwk 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.
C. The parties acknowledge that the remedies described herein and in the other
provisions of this Agreement provide mutually satisfactory and sufficient remedies
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to each of the partiesand take into account the peculiar risks and expenses of each
of the parties.
8. SELLERS AND PURCHASER'S REPRESENTATIONS AND WARRANTIES
Seller intends for Purchaser to rely on the representations contained in this Section in
entering into this Agreement and warrants the following:
A. Seller has full right and authority to enter into and to execute this Agreement
and to undertake all actions and to perform all tasks required of each hereunder.
Seller is not presently the subject of a pending, threatened or contemplated
bankruptcy proceeding.
B. Seller has full right, power, and authority to own and operate the Property, and
to execute, deliver, and perform its obligations under'this Agreement and the
instruments executed in connection herewith, and to consummate the transaction
contemplated hereby. All necessary authorizations and approvals have been
obtained authorizing Seller and Purchaser to execute and consummate the
transaction contemplated hereby. Prior to Closing, and upon the request of
Purchaser or the Title Company,certified copies of such approvals shall be delivered
to Purchaser or the Title Company.
C. The warranties set forth in this Article are true on the Effective Date of this
Agreement and as of the date of Closing. Purchaser's acceptance of a deed to the
said Property shall not be deemed to be fill performance and discharge of every
agreement and obligation on the part of the Suer to be performed pursuant to the
provisions of this Agreement.
D. Seller and Purchaser agree to do all things which may be required to give effect
to this Agreement knmediately as such requirement is made known to them or they
are requested to do so,whichever is the earlier.
E. Seller represents that k has no knowledge of any actions, suits, claims,
proceedings, litigation or investigations pending or threatened against Seller,at law,
equity or in arbitration before or by any federal, state, municipal or other
governmental instrumentality that relate to this agreement or any other property that
could, if continued, adversely affect Seller's ability to sell the Property to Purchaser
according to the terms of this Agreement.
F. No party or person other than Purchaser has any right or option to acquire the
Property or any portion thereof.
G. Until the date fixed for Closing or as tong as this Agreement remains in force
and effect, Seller 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 or any part thereof, without first obtaining the written
consent of Purchaser to such conveyance, encumbrance, or agreement which
consent may be withheld by Purchaser for any reason whatsoever.
H. Seller represents that they have (it has) no knowledge that any pollutants are
or have been discharged from the Property, directly or indirectly into any body of
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water. Seller represents the Property has not been used for the production,
handling, storage, transportation, manufacture or disposal of Hazardous Materials
as defined herein, or any other activity that would have toxic results, and no such
Hazardous Materials are currently used in connection with the operation of the
Property, and there is no proceeding or inquiry by any authority with respect thereto.
Seller represents that they have no knowledge that there is ground water
contamination on the Property or potential of ground water contamination from
neighboring properties. Seller represents no storage tanks for gasoline or any other
Hazardous Materials are or were located on the Property at any tine during or prior
to Seller's ownership thereof. Seller represents none of the Property has been used
as a sanitary landfill.
I. Seller has no knowledge that the Property, andoor that Seller's operations
concerning the Property, are in violation of any applicable Federal, State or local
statute, law or regulation, or of any notice from any governmental body has been
served upon Seller claiming any violation of any law, ordinance,code or regulation
or requiring or calling attention to the need for any work,, repairs, construction,
alterations or installation on or in connection with the Property in order to comply
with any laws, ordinances,codes or regulation with which Seller has not complied.
J. There are no unrecorded restrictions, easements or rights of way (other than
exist**zoning regulations)that restrict or affect the use of the Property, and there
are no maintenance, construction, advertising, management, Ding, employment,
service or other contracts affecting the Property.
K. Seller has no knowledge that there are any suits, actions or arbitration, bond
issuances or proposals therefore, proposals for public improvement assessments„
pay-back agreements, paving agreements, road expansion or improvement
agreements, utility moratoriums, use moratoriums, improvement moratoriums,
administrative or other proceedings or governmental investigations or requirements,
formal or informal, existing or pending or threatened which affects the Property or
which adversely affects Seer's ability to perform hereunder nor is there any other
charge or expense upon or related to the Property which has not been disclosed to
Purchaser in writing prior to the Effective Date of this Agreement.
L. Seller acknowledges and agrees that Purchaser is entering Into this Agreement
based upon Seller's representations stated herein and on the understanding that
Seller will not cause the zoning or physical condition of the Property to change from
its existing state on the effective date of this Agreement up to and ming the date
of Closing. Therefore, Seller agrees not to enter into any contracts or agreements
pertaining to or affecting the Property and not to do any'act or omit to perform any
act which would change the zoning or physical condition of the Property or the
governmental ordinances or laws governing same. Seller also agrees to notify
Purchaser promptly of any change in the facts contained in the foregoing
representations and of any notice or proposed change in the zoning, or any other
action or notice, that may be proposed or promulgated by any third parties or any
governmental authorities having jurisdiction of the development of the property
which may restrict or change any other condition of the Property.
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M. Seiler represents, warrants and agrees to indemnify, reimburse, defend and
hold Purchaser harmless from all costs (including attorneys fees)asserted against,
imposed on or incurred by Purchaser, directly or lndirec try, pursuant to or in
connection with the application of any federal,state, local or common law relating to
pollution or protection of the environment which shall be in accordance with, but not
limited to, the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, 42 U.S.C. Section 9601, et seq., ("CERCEA" or"Superfund"),
which was amended and upgraded by the Superfund Amendment and
Reauthorization Act of 1986 ("SARA"), klcluding any amendments or successor in
function to these acts. This provision and the rights of Purchaser, hereunder, shall
survive Closing and are not deemed satisfied by conveyance of title.
9. J1OTICE4
My notice, request, demand, instruction or other communication to be given to either
party hereunder shall be in writing sent by facsimile with automated confirmation of
receipt, or registered or certified mall, return receipt requested, postage prepaid or
personal delivery addressed as follows:
If to Purchaser. Transportation Engineering &Construction Management
Attn: Robert Bosch
Right-of-Way Acquisition Manager
2885 South Horseshoe Drive
Naples,Florida 34104
Telephone 239-252-5843
Fax 239-252-5885
With a copy to: Office of the County Attorney
Attn: Jeff Klatzkow
County Attorney
3299 Tamiami Trait East
Suite 800
Naples, Florida 34112
Telephone 239-252-8400
Fax 239-252-0225
If to Seller (e4•1 V-T ems•
Telephone; A Ca's
Fax t«S
With a copy to: •
The addressees,addresses and numbers for the purpose of this Section may be changed
by either party by giving written notice of such change to the other party in the manner
provided herein. For the purpose of changing such addressees,addresses and numbers
only, unless and until such written notice is received, the last addressee and respective
address stated herein shall be deemed to continue in effect for all purposes. Notice shall
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be deemed given in compliance with this Section upon receipt of automated fax
confirmation or upon on the fifth day after the certified or registered mail has been
postmarked, or physical receipt by hand delivery.
10. REAL ESTATE BROKERS
M brokerage commissions or fees shalt be the sole responsibility of the Seller and shall
be paid at Closing. Seller shall indemnify County from and against any claim or liability
for commission or fees to any broker or any other person or party claiming to have been
a procuring clause or engaged by Seller as a real estate broker, salesman or
representative, in connection with this Agreement.
It MISCELLANEOUS
A. This Agreement may be executed in any manner of counterparts which
together shah constitute the agreement of the parties.
B. This Agreement and the terms and provisions hereof shall be effective as of
the Effective Date and shat inure to the bane*of and be binding upon the parties
hereto and their respective heirs, executors,personal representatives, successors,
successor trustee, and assignees whenever the context so requires or admits.
C. Any amendment to this Agreement shall not bind any of the parties hereof
unless such amendment is in writing and executed and dated by Purchaser and
Seller. Any amendment to this Agreement shall be binding upon Purchaser and
Seller as soon as it has been executed by both parties.
D. Captions and section headings contained in this Agreement are for
convenience and reference only; in no way do they define, describe, extend or knit
the scope or intent of this Agreement or any provisions hereof.
• E. AN terms and words used in this Agreement, regardless of the number and
gender in which used, shall be deemed to include any other gender or number as
the context or the use thereof may require.
F. No waiver of any provision of this Agreement shalt be effective unless it is in
writing signed by the party against whom it is asserted, and any waiver of any
provision of this Agreement shall be applicable only to the specific instance to which
it is related and shall not be deemed to be a continuing or future waiver as to such
provision or a waiver as to any other provision.
G. If any date specified in this Agreement falls on a Saturday. Sunday or legal
holiday,then the date to which such reference is made shall be extended to the next
succeeding business day.
H. This Agreement is governed and construed in accordance with the laws of the
State of Florida.
I. The Effective Date of this Agreement will be the date of execution of this
Agreement by the last signing party.
J This Agreement contains the entire agreement between the parties, and there
are no promises,representations,warranties or covenants by or between the parties
not Inked in this Agreement. No modification or amendment of this Agreement
shall be of any force or effect unless made in writing and executed and dated by
both Purchaser and Seller.
K. TIME IS OF THE ESSENCE to this Agreement
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first above written.
AS TO PURCHASER:
DATED: qo� tb
ATTEST:`'. BOARD • 0 C+ . • ERS
CRYSTAL K KIN E...Cleric of the COW ' CO A FCO
C Court'& , ,s.
01 A • BY L
tlep utast as tothairman'S ANDY SOLIS, Chairman
signatute only.
AS TO SELLER:
DATED: k tb1‘
TNESSES:
`'l' ture) C -r LEY
a •
(Pnn .. Nom, ) /'
(Sra.crwrILtu
tinted Name)
O
�1 r_ oar BY: 'Lair
j'-''ature) TEENA J. LEY
Page No.10 €3,
(Prin 8rfl
(S'. y -)
4 C'IA Or
`nted Name)
Approved as to form and legality:
)C/
Nak.)orE ft A 6s.L PE t4 0
Assistant County Attorney
Last Reined 07/30/2018
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