Parcel 149
PROJECT: 60168 - Vanderbilt Beach Road Extension
PARCEL No(s): 149
FOLIO No(s): 36915160203
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (h inafter referred to as the "Agreement") is
made and entered into this ..a!.Mday of 20~, by and between ,
PETER G. M. DARGELlES AND KRYSTI JOSlfS KIEWICZ, husband and wife,I.J.:L/fP.
whose mailing address is 1116 Thoresby Drive, Oakville, Ontario Canada L6J 7M6
(hereinafter referred to as "Owner"), and COLLIER COUNTY, a political slJbdivision of the
State of Flonda, whose mailing address is 3301 Tamiami Trail East, Naples, Florida 34112
(hereinafter referred to as "Purchaser").
WHEREAS, Purchaser requires a fee estate in that land described as:
Tract 80, Less the South 330 feet, Golden Gate Estates,
Unit No.7, in accordance with and subject to the plat
recorded in Plat Book 4, pages 95 and 96, Public
Records of Collier County, Florida.
(hereinafter referred to as the "Property"); and
WHEREAS, Owner 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 Owner for conveyance of the
Property.
NOW THEREFORE, in consideration of tl'.ese prElillises, 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. Owner shall convey the Property to Purchaser for the sum of:
$300.000.00
subject to the apportionment and distribution of proceeds pursuant to paragraph
10 of this Agreement (said transaction hereinafter referred to as the "Closing").
Said payment to Owner, payable by County Warrant, shall be full compensation
for the Property conveyed, including all landscaping, trees, shrubs, improvements,
and fixtures located thereon, and shall be in full and final settlement of any
damages resulting to Owner's remaining lands, costs to cure, and all other
dam1ges in (~onnection with conveyance 0f said Prop9rty to Purchaser, including
all attorneys' fees, expert witness fees and costs as provided for in Chapter 73,
Florida Statutes.
3. Owner 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, Owner 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;
Purchase Agreement
Page 2
(b) Closing Statement;
(c) "Gap", Tax Proration, Owner's and Non-Foreign Affidavit;
(d) W-9 Form; and
(e) Such evidence of authority and capacity of Owner and its representatives to
execute and deliver this agreement and all other documents required to
consummate this transaction, as reasonably determined by Purchaser,
Purchaser's counsel and/or title company.
4. Prior to Closing, Owner shall obtain from the holders of any liens, exceptions
and/or qualifications encumbering the Property, the execution of such instruments
which will remove or release such encumbrances from the Property upon their
recording in the public records of Collier County, Florida. Owner shall provide
such instruments, properly executed, to Purchaser on or before the date of
Closing.
5. Both Owner and Purchaser agree that time is of the essence of this Agreement
and that, 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 deliver the County Warrant to Owner
and Owner 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.
6. Owner 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.
7. Owner is aware and understands that the "offer" to purchase represented by this
Agreement is subject to acceptance and approval by the Board of County
Commissioners of Collier County, Florida.
8. Owner agrees, represents and warrants the following:
(a) Owner 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 Owner 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 obligation on
the part of Owner 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, Owner 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
Purchase Agreement
Page 3
agreement which consent may be withheld by Purchaser for any reason
whatsoever.
(e) There are no maintenance, construction, advertising, management, leasing,
employment, service or other contracts affecting the Property.
(f) Owner 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 whicll adversely affect Owner'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.
(g) Purchaser is entering into this Agreement based upon Owner's
representations stated in this Agreement and on the understanding that
Owner 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, Owner 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 physical condition of the
Property or the governmental ordinances or laws governing same.
(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 Purchaser; that the
Owner has no knowledge of any spill or environmental law violation on any
property contiguous to or in the v;c~njty af the Property to be sold to the
Purchaser, that the Owner 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 provision shall survive Closing
and is not deemed satisfied by conveyance of title.
9. Owner shall indemnify, defend, save and hold harmless the Purchaser against
and from, and reimburse the Purchaser with respect to, any and all damages,
claims, liabilities, laws, costs and expenses (including without limitation
reasonable paralegal and attorney fees and expenses whether in court, out of
court, in bankruptcy or administrative proceedings or on appeal), penalties or
fines incurred by or asserted against the Purchaser by reason or arising out of the
breach of any of Owner's representations under paragraph 8(h). This provision
shall survive Closing and is not deemed satisfied by conveyance of title.
10. Purchaser shall pay all fees to record any curative instruments required to clear
title, all Warranty Deed recording fees, 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
for the execution of any release, subordination or satisfaction, shall be the
responsibility of the Owner, and shall be deducted on the Closing Statement from
the compensation payable to the Owner per paragraph 2. In accordance with the
provisions of Section 201.01, Florida Statutes, concerning payment of
documentary stamp taxes by Purchaser, Owner shall further pay all documentary
stamp taxes required on the instrument(s) of transfer.
Purchase Agreement
Page 4
11. All ad valorem real estate taxes due on the Property during Owner's term of
possession, and all maintenance charges and assessments due from Owner, for
which a bill is rendered prior to closing, will be charged against Owner on the
closing statement. Real Property taxes shall be prorated based on the current
year's tax with due allowance made for maximum allowable discount, homestead
and any other applicable exemptions and paid by Owner. If Closing occurs at a
date when the current year's millage is not fixed, taxes will be prorated based
upon such prior year's millage.
12. This Agreement and the terms and provisions hemof shall be eff(=)ctive as of the
datu 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.
13. If the Owner holds the Property in the form of a partnership, limited partnership,
corporation, trust or any form of representative capacity whatsoever for others,
Owner shall make a written public disclosure, according to Chapter 286, Florida
Statutes, under oath, of the name and address of every person having a
beneficial interest in the Property before the Property held in such capacity is
conveyed to Purchaser, its successors and assigns. (If the corporation is
registered with the Federal Securities Exchange Commission or registered
pursuant to Chapter 517, Florida Statutes, whose stock is for sale to the general
public, it is hereby exempt from the provisions of Chapter 286, Florida Statutes.)
14. Conveyance of the Property by Owner 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 a::cl understanding of the part!es, and there are no other prior or
contemporaneous written or oral agreements, undertakings, promises, warranties,
or covenants not contained herein. No modification, amendment or consensual
cancellation of this Agreement shall be of any force or effect unless made in
writing and executed and dated by both Owner and Purchaser.
15. 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.
16. This Agreement is governed and construed in accordance with the laws of the
State of Florida.
-.J J IN WITNE~ WHEREOF, the parties hereto have executed this Agreement on this
$I day of ~ L.t ~.fJ.L.
Property acquisition approved by BCC pursuant to Resolution No. 2006-142 dated:
06/06/06.
AS TO PURCHASER:
DATED: Ils//or
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DWiGHT E'''"8~ .
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BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
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BY:
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s 1 Qflltart:~ 01'\ \ ~
JAMES COLETTA, CHAIRMAN
Purchase Agreement
Page 5
AS TO OWNER:
DATED:~~~ ~'
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Name (Print or Type)
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s (Signature)
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Approved as to form and
legal sufficiency:
_~cl~
Ellen T. Chadwell
Assistant County Attorney