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Parcel 151Fee & 151TCE (Folio #24745002349) PROJECT NO.: 60168 Vanderbilt Beach Road Extension PARCEL NO.: 151FEE & 151TCE FOLIO NO.: 24745002349 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this "Agreement") is made and entered into as of the Effective Date (as hereinafter defined), by and between NAPLES ASSOCIATES IV, LLLP, a Florida limited liability limited partnership, whose mailing address is 1600 Sawgrass Corporate Parkway, Suite 400, Sunrise, FL 33323 (hereinafter referred to as "Seller") and COLLIER COUNTY, a political subdivision of the State of Florida, whose mailing address is 3299 Tamiami Trail East, c/o the Office of the County Attorney, Suite 800, Naples, FL 34112 (hereinafter referred to as "Purchaser"). Seller and Purchaser are sometimes referred to herein as a "Party" and collectively as the "Parties." WHEREAS, Purchaser desires to purchase 1) a portion of Seller's property as described in the Special Warranty Deed attached as "Exhibit A," which is incorporated herein by reference, together with all structures and improvements thereon (hereinafter referred to as "Parcel 151FEE"); and 2) a temporary construction easement in favor of Purchaser (the "Temporary Construction Easement") over, under, upon and across a portion of the Seller's property as described in the Temporary Construction Easement attached as Exhibit "B," which is incorporated herein by reference (hereinafter referred to as "Parcel 151TCE"); and WHEREAS, Seller has agreed to sell Parcel 151FEE and grant the Temporary Construction Easement over, under, upon and across Parcel 151TCE (such parcels hereinafter collectively referred to as the "Property") to Purchaser for the stated purposes on the terms and conditions set forth herein; and WHEREAS, following the closing Purchaser has agreed to construct drainage facilities as described herein, for the benefit of Seller's adjoining subdivision, on the condition that Seller agrees to perpetually maintain such drainage facilities at no cost to Purchaser, as more particularly described in the Special Warranty Deed; 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. RECITALS The foregoing recitals are true and correct and are incorporated herein by this reference. 2. AGREEMENT In consideration of the Purchase Price (as hereinafter defined) and upon the terms and conditions hereinafter set forth, Seller agrees to sell Parcel 151FEE to Purchaser and grant the Temporary Construction Easement with respect to Parcel 151TCE, and A0 Purchaser agrees to purchase Parcel 151FEE from Seller and accept the Temporary Construction Easement with respect to Parcel 151TCE. 3. PURCHASE PRICE Subject to the adjustments, credits and prorations set forth in this Agreement, the purchase price (the "Purchase Price") to be paid at Closing (as hereinafter defined) for Parcel 151FEE and the Temporary Construction Easement shall be SIX HUNDRED EIGHTY-ONE THOUSAND EIGHT HUNDRED and 00/100 DOLLARS ($681,800) (U.S. Currency) payable by County check at Closing. The Purchase Price, subject to the apportionment and distribution of proceeds pursuant to Paragraph 6 of this Agreement, shall be full compensation for Parcel 151FEE conveyed, including all structures, improvements, fixtures, landscaping, trees, and shrubs, located thereon, and the Temporary Construction Easement granted with respect to Parcel 151TCE, and shall be in full and final settlement of all claims against the Purchaser, including all attorneys' fees, expert witness fees and costs as provided for in Chapter 73, Florida Statutes. None of this Purchase Price is attributed to any personal property. 4. CLOSING The closing of the transaction contemplated by this Agreement (the "Closing") shall be held on the date (the "Closing Date") that is within one hundred twenty (120) days of the Effective Date 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 Growth Management Department, Transportation Engineering Division, 2885 Horseshoe Drive South, Naples, Florida 34104. Purchaser shall be entitled to possession at the time of Closing, unless otherwise provided herein. 5. DOCUMENTS TO BE DELIVERED AT CLOSING. At Closing, Seller shall cause to be delivered to Purchaser, in addition to any other documents referred to elsewhere in this Agreement to be delivered at Closing, the following documents and instruments duly executed and acknowledged: A. A special warranty deed (the "Deed"), in recordable form, conveying to Purchaser fee simple title to Parcel 151FEE, in substantially the form attached hereto as Exhibit "A". B. The Temporary Construction Easement, in recordable form, with respect to Parcel 151TCE, in substantially the form attached hereto as Exhibit "B". C. An "Owner's Title Affidavit" in usual and customary form, together with any other affidavits, documents or other information as may be reasonably requested by the Title Company (as hereinafter defined) necessary to permit Purchaser to obtain title insurance insuring its interests in the Property subject only to the Permitted Exceptions. 2 D. An affidavit confirming that Seller is not a "foreign person" within the meaning of the U.S. tax laws and to which reference is made in the Internal Revenue Code, Section 1445, as amended. E. A Public Disclosure Affidavit in compliance with Section 286.23, Florida Statutes. F. All items which are necessary to satisfy Seller's Title Requirements (as hereinafter defined). G. A W-9 Form, "Request for Taxpayer Identification and Certification" as required by the Internal Revenue Service. H. Such evidence of authority and capacity of Seller and its representatives to execute and deliver this Agreement reasonably requested by the Title Company. I. All other documents as are reasonably requested by the Title Company to consummate this transaction. At Closing, each Party shall execute and deliver a combined Purchaser-Seller closing statement (the "Closing Statement"). 6. CLOSING EXPENSES AND PRORATIONS. Purchaser shall pay all fees to record any curative instruments required to clear title, and all Deed and Temporary Construction Easement recording fees and all documentary stamps or other transfer taxes due on the Deed and/or Temporary Construction Easement. In addition, Purchaser may elect to pay reasonable processing fees required by mortgagees in connection with the execution and delivery of a Release or Satisfaction 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 as payoff, paydown, or 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 Seller, and shall be deducted on the Closing Statement from the compensation payable to the Seller per Paragraph 2. County shall have sole discretion as to what constitutes "reasonable processing fees." There shall be deducted from the proceeds of sale all prior year ad valorem taxes and assessments levied against the parent tract property which remain unpaid as of the Closing Date. Ad valorem taxes, assessments and any other charges which benefit or burden Parcel 151FEE shall be prorated as of the Closing Date. Ad valorem taxes for the year of Closing shall be prorated based upon the gross amount thereof but at the maximum discounted rate (provided such taxes have been or may still be paid at such rate). If the Closing Date occurs when the current year's taxes are not fixed and the current year's assessment is available, taxes will be prorated based upon such assessment and the prior year's millage. If the current year's assessment is not available, then taxes will be prorated based upon the prior year's taxes; provided, however, that any 3 tax proration based upon an estimate or upon the prior year's taxes may, at the request of either Party, be subsequently readjusted upon receipt of the actual tax bill covering Parcel 151FEE. 7. IRRIGATION SYSTEM AND MISCELLANEOUS IMPROVEMENTS A. Seller agrees to relocate any existing irrigation system (if any) located on Parcel 151FEE including any irrigation lines, electrical wiring and sprinkler valves, etc., prior to the Purchaser's commencement of construction of the Vanderbilt Beach Road Extension Project No. 60168 improvements within Parcel 151FEE (the "Project") without any further notification from Purchaser. Seller assumes full responsibility for the relocation of the irrigation system (if any) on the remainder property and its performance after relocation. Seller holds Purchaser harmless for any and all possible damage to the irrigation system in the event owner fails to relocate the irrigation system prior to Purchaser's commencement of construction of the Project. B. If Seller elects to retain any improvements and/or landscaping ("Improvements") located on Parcel 151FEE, the Seller is responsible for their retrieval prior to Purchaser's commencement of construction of the Project without any further notification from Purchaser. Seller acknowledges that Purchaser has compensated Seller for the value of the improvements located on Parcel 151 FEE, and yet Purchaser is willing to permit Seller to salvage said improvements as long as their retrieval is performed before Purchaser's commencement of construction of the Project and without interruption or inconvenience to Purchaser's contractor. All Improvements not removed from Parcel 151 FEE prior to Purchaser's commencement of construction of the Project shall be deemed abandoned by Seller. The provisions of this Paragraph 7 shall survive Closing and are not deemed satisfied by conveyance of title. 8. TITLE DEFECTS; AS-IS TRANSACTION A. Within ten (10) days of the Effective Date of this Agreement, to the extent that they exist and are in Seller's possession and control, Seller shall provide Purchaser with a copy of any existing title insurance policy and survey concerning the Property. B. Within forty-five (45) 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 (the "Title Insurance Commitment") from a national title company acceptable to Purchaser (the "Title Company"), together with hard copies of all exceptions shown thereon. Purchaser shall have thirty (30) days following receipt of the Title Insurance Commitment (the "Title Review Period"), to notify Seller in writing of any objections to title (the "Title Objection Notice"). Any objections not made by Purchaser prior to the end of the Title Review Period shall be deemed to be waived by Purchaser and all matters disclosed on Schedule B-II of the Title Commitment, to which no objection is made, shall be deemed "Permitted Exceptions". 4 C. Seller shall have the right at its option, but not the obligation, to cure said title matters objected to in the Title Objection Notice, or agree to cure such matters, in a manner reasonably acceptable to Purchaser and the Title Company prior to Closing. Seller shall have ten (10) business days after receipt of Purchaser's Title Objection Notice to notify Purchaser ("Seller's Title Response Notice") whether it has elected to cure such title matters or has elected not to cure any such title matters. If Seller has elected in Seller's Title Response Notice not to cure any one or more of such title matters, then Purchaser, notwithstanding anything contained in this Agreement to the contrary, may terminate this Agreement within five business (5) days after receipt of Seller's Title Response Notice, in which case neither Party shall have any further rights, obligations or liabilities with respect to each other hereunder, except for the obligations specifically provided for under this Agreement that survive termination. If Seller does not elect to cure, or agree to cure, any such title matters as provided herein, and if Purchaser does not elect to terminate this Agreement as provided herein, such matters that Seller does not elect to cure or agree to cure shall be deemed waived by Purchaser and classified as Permitted Exceptions. D. Notwithstanding anything contained herein to the contrary, Seller will satisfy all customary Schedule B-I requirements of the Title Commitment (other than those requirements relating to payment of the Purchase Price, obtaining the Survey and/or Purchaser's existence and authority) and the "standard exceptions" of the Title Commitment applicable to Seller relating to mechanics liens, parties in possession, and the organization, existence, and authority of Seller (other than the standard survey exception), and shall pay and discharge all liens, mortgages and deeds of trust arising out of the acts of Seller, at Closing. The foregoing obligations of Seller, together with any title matters Seller has elected or agreed to cure in Seller's Title Response Notice are collectively referred to in this Agreement as "Seller's Title Requirements." E. Purchaser acknowledges and agrees that, except as otherwise provided in or contemplated by this Agreement, Purchaser is purchasing Parcel 151FEE and accepting the Temporary Construction Easement with respect to Parcel 151TCE in their "AS-IS, WHERE-IS" condition with all faults and defects, latent and patent, and without any warranties or representations, either express or implied, of any kind, nature, or type whatsoever from Seller (except for and other than those representations, warranties and agreements made by or on behalf of Seller to Purchaser in this Agreement and those contained in the documents delivered by Seller to Purchaser at Closing). Without in any way limiting the generality of the immediately preceding sentence, Purchaser and Seller further acknowledge and agree that Seller has not made, will not make, does not make and specifically negates and disclaims any representation and/or warranty of any kind or character whatsoever made, whether express or implied, oral or written, of, as to, concerning or with respect to the Property (except for and other than those representations, warranties and agreements made by or on behalf of Seller to Purchaser in this Agreement and those contained in the documents delivered by Seller to Purchaser at Closing). The provisions of this subparagraph 8.E shall survive the Closing. 9. DRAINAGE FACILITIES; TEMPORARY CONSTRUCTION EASEMENT 5 A. In order to cure the impact of the roadway and related improvements to be constructed as part of the Project on the Seller's remainder property adjacent to the Property, in connection with Purchaser's design and construction of the Project improvements, Purchaser shall design, construct and install as part of the Project and at Purchaser's sole cost and expense, one (1) forty-eight inch (48") reinforced concrete pipe and two (2) junction boxes in the location specified and in substantial conformity with the plan sheet attached hereto as "Exhibit C" (hereinafter referred to as the "Drainage Facilities"). Seller and/or Seller's successors and assigns, including, without limitation, Valencia Trails Homeowners Association, Inc., being the homeowners association organized by Seller to administer and maintain a residential community developed on Seller's remainder property, shall have the right to utilize the Drainage Facilities for the purpose of carrying surface water drainage to and/or from water retention areas, shall be solely responsible for maintenance, repair and/or replacement of the Drainage Facilities, and shall be allowed reasonable access to the Drainage Facilities and the real property upon and in the general vicinity of the Drainage Facilities (the "Drainage Facilities Area") for such purposes, all as more particularly described in the Special Warranty Deed (collectively, the "Seller's Purpose"). The provisions of this subparagraph shall survive Closing and are not deemed satisfied by conveyance of title. B. The Temporary Construction Easement with respect to Parcel 151TCE shall be granted by Seller in favor of Purchaser for the sole purpose of constructing the Drainage Facilities. Purchaser's rights to enter Parcel 151TCE pursuant to the Temporary Construction Easement shall commence upon the issuance of Purchaser's official "Notice to Proceed" to its roadway contractor for the construction of the Project and shall automatically terminate three (3) years therefrom or upon Purchaser's notification to the roadway contractor of substantial completion of the portion of the Project lying within Parcel 151 FEE, whichever occurs first. Notwithstanding the foregoing, the Temporary Construction Easement shall provide that it shall automatically terminate and be extinguished from the Public Record of Collier County, Florida on the date that is five (5) years after the Closing Date. 10. TERMINATION AND REMEDIES A. If Seller shall have failed to perform any of the covenants and promises contained herein which are to be performed by Seller, Purchaser shall have, at its option, the following remedies: (i) to terminate this Agreement by giving written notice of termination to Seller, in which event this Agreement will be null and void and the Parties will have no further rights or obligations hereunder except with respect to the obligations that expressly survive termination; (ii) to proceed to the Closing and take title to Parcel 151 FEE and accept the Temporary Construction Easement, but subject to matter(s) of which Seller has failed to perform; or (iii) the right to commence an action for specific performance against Seller to compel Seller to cure and/or satisfy the matter(s) giving rise to Seller's failure, provided, that any such action is initiated within ninety (90) days after the alleged failure by Seller. Under no circumstances may Purchaser seek or be entitled to recover any special, consequential, punitive, speculative, special or indirect damages, all of which Purchaser specifically waives, for any default by Seller under this Agreement. Notwithstanding anything to the contrary contained in this Agreement, Seller shall not be 6 in default and/or breach of this Agreement unless: (A) Purchaser shall have provided written notice of the alleged default and/or breach to Seller; (B) Seller shall have failed to Close within a period of five (5) days after receipt of such notice for Seller's failure to Close, or for a default and/or breach other than a failure to Close, Seller shall have failed within fifteen (15) days after receipt of such notice to commence such action that is reasonably necessary to cure said default and/or breach and thereafter diligently pursue to cure such default and/or breach within a reasonable time; and (iii) Purchaser is in compliance and in good standing with the provisions of this Agreement. B. If the Purchaser has not terminated this Agreement pursuant to any of the provisions of this Agreement authorizing such termination, and Purchaser fails to close the transaction contemplated hereby as and when provided for in Paragraph 4 of this Agreement or otherwise fails 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 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 with respect to the obligations herein that expressly survive termination. Notwithstanding anything to the contrary herein contained, the Purchaser shall have the right to terminate this Agreement without cause by giving written notice of termination to Seller, in which event the liquidated damages provisions of this Section 10.B shall equally apply, and Seller's sole remedy shall be a claim for payment of $500 as liquidated damages and neither Party shall have any further liability or obligation to the other except with respect to the obligations herein that expressly survive termination. The Parties acknowledge and agree that Seller's actual damages in the event of Purchaser's default or termination without cause are uncertain in amount and difficult to ascertain, and that said amount of liquidated damages was reasonably determined by mutual agreement between the Parties, and said sum was not intended to be a penalty in nature. C. If Closing occurs, each Party shall each be entitled to pursue all remedies available at law and/or in equity with respect to any default and/or breach by the other Party of any terms or conditions of this Agreement and/or any agreement, covenant and/or obligation to be performed after the Closing Date by such Party pursuant to this Agreement; provided, however, neither Party shall be in default and/or breach unless: (i) the Party alleging such default and/or breach shall have provided written notice of the alleged default and/or breach to the other Party; (ii) the alleged defaulting and/or breaching Party shall have failed within a period of fifteen (15) days after receipt of such notice to commence such action as is reasonably necessary to cure said default and/or breach and thereafter diligently pursue to cure such default and/or breach within a reasonable time; and (iii) the alleging Party is in compliance and in good standing with the provisions of this Agreement. The provisions of this subparagraph shall survive Closing. D. The Parties acknowledge that the remedies described herein and in the other provisions of this Agreement provide mutually satisfactory and sufficient remedies to each of the Parties and take into account the peculiar risks and expenses of each of the Parties. 7 11. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES 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. At Closing, and upon the reasonable request of the Purchaser or Title Company, Seller shall deliver to Purchaser or the Title Company true copies of any document evidencing the same. C. Seller represents that there is no pending litigation, investigation or claim which affects or which might affect Seller and/or the Property, and to Seller's actual knowledge, there is no threatened litigation, investigation or claim which affects or which might affect Seller and/or the Property. D. Seller represents that no party or person other than Purchaser pursuant to this Agreement has any right or option to acquire the Property or any portion thereof. E. Until the Closing Date or as long as this Agreement remains in force and effect, Seller shall not encumber or convey any portion of Parcel 151FEE or any rights therein, nor enter into any agreements granting any person or entity any rights with respect to Parcel 151 FEE or any part thereof that will survive Closing and be binding on Purchaser and/or Parcel 151 FEE, 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. F. To Seller's actual knowledge (without undertaking any investigation), the Property is not in violation of any statute, law, rule, regulation, ordinance or permit promulgated or issued by any governmental authority pertaining to the Property. Seller has not received any written notification from any governmental authority as to any violations relating to the Property or any improvements currently or previously located thereon. G. Seller represents there are no unrecorded agreements, restrictions, leases, tenancies or other possessory rights that affect the Property and Seller shall deliver exclusive possession of Parcel 151 FEE to Purchaser at Closing free and clear of all: (i) oral or written, recorded or unrecorded, leases and other occupancy agreements, and (ii) tenants and others claiming possessory rights in or to Parcel 151 FEE. 8 H. Seller will not initiate any application or action to cause the zoning of the Property to change from its existing zoning as of the Effective Date up to and including the Closing Date. I. At Closing, Seller shall cause Parcel 151FEE to be delivered to Purchaser in substantially the same physical condition as exists on the Effective Date provided, however, that Seller shall have the right, but not the obligation, at Seller's sole cost and expense, to remove those improvements, items and materials as set forth in Paragraph 7 of this Agreement. J. If Seller receives any notice or otherwise acquires any knowledge of the commencement of any legal action that will or may impact upon or affect Seller or the Property or the transaction contemplated by this Agreement, or if Seller receives any notice from any governmental authority of any action that will or might be taken thereby that will or may impact upon or affect Seller or the Property or the transaction contemplated by this Agreement, Seller hereby agrees to immediately provide Purchaser with copies of any such written notices received and/or written notice of any such knowledge acquired. The representations, warranties, covenants and agreements set forth above in this paragraph 11 shall be construed as continuing representations, warranties, covenants and agreements through the Closing Date but shall not survive Closing. 12. PUBLIC DISCLOSURE If the Seller holds the Property in the form of a partnership, limited partnership, corporation, trust or any form of representative capacity whatsoever for others, Seller shall make a written public disclosure, according to s. 286.23, Fla. Stat., under oath, subject to the penalties prescribed for perjury, 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. (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.) 13. NOTICES Unless otherwise specifically provided herein, all notices to be given hereunder shall be in writing and sent to the Parties as hereinafter provided, by hand delivery; certified mail, return receipt requested, postage prepaid; by a nationally recognized overnight courier service; or transmitted by electronic mail (with confirmation sent by any of the other means described in this sentence). Any such notice shall be deemed given upon the earlier of receipt by the addressees if hand delivered (or attempted delivery if refused by the intended recipient thereof), on the next business day after deposit with a recognized overnight courier service, on the third (3rd) day following deposit thereof in the United States mail, or on the date of transmission (with no receipt of error in transmission) if sent by electronic mail. 9 Notices to Seller shall be sent to: Naples Associates IV, LLLP, 1600 Sawgrass Corporate Parkway, Suite 400, Sunrise, Florida 33323, Attn: Richard Arkin, E- Mail: richard.arkin a@,glhomes.com; together with a copy to Purchaser's attorney at: 1600 Sawgrass Corporate Parkway, Suite 400, Sunrise, Florida 33323, Attn: Steven M. Helfman, Esq., E-Mail: steve.helfmanglhomes.com. Notices to Purchaser shall be sent to: Transportation Engineering Division, Attn: Robert Bosch, Right-of-Way Acquisition Manager, 2885 South Horseshoe Drive, Naples, Florida 34104, E-mail: Robert.bosch@colliercountyfl.gov; together with a copy to Office of the County Attorney, Attn; Jeff Klatzkow, County Attorney, 3299 Tamiami Trail East, Suite 800, Naples, Florida 34112, E-Mail: Jeff.klatzkow©colliercountyfl.gov. The place to which any Party hereto is entitled to receive any notice may be changed by such Party by giving notice thereof in accordance with the foregoing provisions. The attorneys for Seller and Purchaser are authorized to send and receive notices and demands on behalf of their respective clients hereunder. 14. BROKER Each Party hereto represents and warrants to the other Party hereto that there are no real estate brokers, agents or finders involved with respect to this Agreement or the transaction contemplated herein, and that there are no brokerage fees, finders' fees or brokers' commissions due as a result of their respective negotiation and/or execution of this Agreement, or which will be due as a result of the Closing contemplated by this Agreement by virtue of their respective acts, inactions, conduct or otherwise. The County, subject to the limitations contained in Section 768.28, Florida Statutes, and the Purchaser do hereby agree to indemnify, defend and hold the other Party harmless from and against any breach of their respective representations, warranties and agreements as set forth in this Paragraph 14, including, without limitation, attorneys' fees and court costs through all trial, appellate and post judgment proceedings. The provisions of this Paragraph 14 shall survive the Closing. 15. MISCELLANEOUS A. This Agreement and the exhibits attached hereto contain the entire agreement between the Parties, and there are no promises, representations, warranties or covenants by or between the Parties not included 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. B. No waiver of any provision of this Agreement shall 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. C. This Agreement is governed and construed in accordance with the laws of the 10 State of Florida. Venue for all actions shall be in Collier County, Florida. In connection with any litigation arising out of this Agreement, the prevailing Party shall be entitled to recover all costs incurred in connection with such litigation, including reasonable attorneys' fees, through and including all appellate levels. The provisions of this subparagraph shall survive the Closing or any earlier termination of this Agreement. D. Should any part of this Agreement be found to be invalid, then such invalid part shall be severed from this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and not be affected by such invalidity. E. The "Effective Date" of this Agreement will be the date of execution of this Agreement by the last signing Party. F. The Parties hereto agree that this Agreement may be executed in multiple counterparts, each of which individually shall be deemed an original, but when taken together shall be deemed to be one and the same Agreement. Signatures of the Parties on copies of this Agreement or any amendments hereto transmitted by facsimile or electronic transmission shall be deemed originals for all purposes of this Agreement and shall be binding upon the Parties. G. Time is of the essence with regard to this Agreement. If any date upon which, or by which, an action under this Agreement is required to have been performed or completed is a Saturday, Sunday or legal holiday recognized by the federal government, then the date for such action shall be extended to the first day that is after such date and is not a Saturday, Sunday or legal holiday recognized by the federal government. H. The Parties, at any time and from time to time, upon request of the other Party, agree to execute, acknowledge and deliver all such further deeds, assignments, transfers, conveyances, instruments and assurances, as may be reasonably required for the consummation of the transactions contemplated by this Agreement. The terms of this subparagraph shall survive Closing. I. The Parties to this Agreement have participated freely in the negotiation and preparation hereof and have had the opportunity to have an attorney involved in such review and negotiations. Neither this Agreement nor any amendment hereto shall be more strictly construed against any of the Parties. As used in this Agreement or any amendment hereto, the masculine shall include the feminine, the singular shall include the plural, and the plural shall include the singular, as the context may require. Nothing herein contained shall be deemed to: (1) create a relationship between Seller and Purchaser as other than purchaser and seller; or (2) create a fiduciary duty on the part of either Party to the other. Provisions of this Agreement that expressly provide that they survive the Closing shall not merge into the Deed. J. WAIVER OF TRIAL BY JURY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 11 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first above written. AS TO PURCHASER: DATED: (C 0—/ ATTEST: BOARD OF COUNTY COMMISSIONERS CRYSTAL K. KINZEL, Clerk of the COLLI' 10UNTY, FLORIDA Circuit Court & Comptroller By By: . ADe#pu�ty� eeBlf�,s PENNY TA OR, Chairperson signature only. AS TO SELLER: DATED: i� WITNESSES: NAPLES ASSOCIATES IV, LLLP, a Florida limited liability limited partnership By: Naples IV Cc/•ration, a Florida corporation „eneral partner ( ignature) Richard Arkin, Vice President (Printed Name) ,.x/ CIGIV4--A (Signature) -fAROLY,J (.1)666 (Printed Name) Approved as to form and legality: N .ti ,,'I /__.°-k-K)‘'"S<y - 097 r2i- Jennifer A. Belpedio Assistant County Attorney 12 PROJECT NO.: 60168 Vanderbilt Beach Road Extension PARCEL NO.: 151 FEE EXHIBIT A FOLIO NO.: 24745002349 Page / of q SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEED made this day of 2021, by NAPLES ASSOCIATES IV, LLLP, a Florida limited liability limited partnership, whose mailing address is 1600 Sawgrass Corporate Pkwy, #400, Sunrise, FL 33323 (hereinafter referred to as "Grantor"), to COLLIER COUNTY, a political subdivision of the State of Florida, whose mailing address is 3299 Tamiami Trail East, c/o the Office of the County Attorney, Suite 800, Naples, FL 34112 (hereinafter referred to as "Grantee", and also as the "County"). (Wherever used herein the terms "Grantor" and "Grantee" include all the parties to this instrument and their respective heirs, legal representatives, successors, and assigns. Grantor and Grantee are used for singular or plural, as the context requires.) WITNESSETH: That Grantor, for and in consideration of the sum of Ten Dollars ($10.00) and other valuable consideration, receipt whereof is hereby acknowledged, hereby grants, bargains, sells, aliens, remises, releases, conveys and confirms unto Grantee, all that certain land situate in Collier County, Florida (the "Property"), to wit: See attached Exhibit "A" incorporated herein by reference. Subject to easements, restrictions, and reservations of record, but this reference shall not operate to reimpose same, and the covenants and restrictions created below. THIS IS NOT HOMESTEAD PROPERTY NOR IS IT CONTIGUOUS THERETO. TOGETHER with all the tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining. TO HAVE AND TO HOLD the same in fee simple forever. AND Grantor hereby covenants with Grantee that Grantor is lawfully seized of said Property in fee simple; that Grantor has good right and lawful authority to sell and convey said Property; that Grantor hereby warrants the title to said Property and will defend the same against the lawful claims of all persons claiming by, through or under Grantor and no others; and that said Property is free of all encumbrances except as noted above. GRANTOR, AND BY ACCEPTANCE AND RECORDATION OF THIS DEED, THE COUNTY, CREATE THE FOLLOWING COVENANTS AND RESTRICTIONS: 1. County's Construction of Drainage Facilities: The County agrees to construct and install, at its sole cost and expense, certain drainage facilities upon and within the Property (the "Drainage Facilities"), for the purpose of receiving and carrying surface water drainage from retention areas located on Grantor's adjoining real property consisting of a planned community known as Valencia Trails, created by a plat titled Brentwood Lakes — Plat One, recorded in Plat Book 67, Page 68, Official Records of Collier County, Florida (the "Benefitted Property"). (For clarity, when created said subdivision included the Property, however upon Grantor's conveyance of the Property to the County herein, the Property shall automatically be excluded from the Benefitted Property.) 2. Grantor's Obligation to Maintain Drainage Facilities: Following construction, the obligation to maintain, repair and replace the Drainage Facilities (the "Maintenance Obligation") shall "run with the land" and shall inure to the benefit of the County and be binding upon Grantor and its successors in title with respect to the Benefitted Property. Following construction, the County shall have the right, but shall have no obligation of any kind, to maintain, repair or replace the Drainage Facilities or to pay any costs associated therewith. 3. Indemnification: Grantor and its successors in title with respect to the Benefitted Property shall defend, indemnify and hold the County harmless from and against any and 1 EXHIBIT A Page of AI all claims, suits, damages, liability and costs (including without limitation attorneys' fees and court costs) asserted against or suffered or incurred by the County relating to (i) the performance of, or failure to perform, the Maintenance Obligation, and (ii) property damage, personal injuries or deaths caused by the performance of, or failure to perform, the Maintenance Obligation. 4. Right-of-Entry to Perform Maintenance Obligation: Grantor and its successors in title with respect to the Benefitted Property shall have the right to enter upon such areas of the Property as reasonably needed from time to time to perform the Maintenance Obligation, subject, however, to compliance with all applicable governmental laws, rules and regulations, including without limitation the County's permitting, insurance, notice, and other requirements for performing work on public property and public right-of-way. 5. Assignment of Maintenance Obligation to Association: Grantor shall have the right to assign in writing the Maintenance Obligation and Grantor's other rights and obligations under the foregoing covenants and restrictions to Valencia Trails Homeowners Association, Inc., a Florida corporation, being a homeowners association created by Grantor to administer and maintain the Valencia Trails planned community on the Benefitted Property (the "Association") as described in that certain Amended and Restated Declaration of Covenants, Restrictions and Easements for Valencia Trails recorded in OR 5897, Page 2079, Official Records of Collier County, Florida (as further amended and restated from time to time, and together with the associated by-laws and articles of incorporation, the "Declaration"). Following any such assignment, the Association shall be bound by all terms and conditions of the foregoing covenants and restrictions and Grantor shall be released from all duties, obligations and responsibilities pursuant to or as a result of the foregoing covenants and restrictions accruing on or after the date of such assignment to the Association. No such assignment by Grantor to the Association shall be binding upon the County until the County shall have received a copy of a properly executed and recorded amendment to the Declaration or other assignment instrument evidencing such assignment by Grantor to the Association. IN WITNESS WHEREOF, the said Grantor has signed and sealed these presents the day and year first above written. WITNESSES: NAPLES ASSOCIATES IV, LLLP, a Florida limited liability limited partnership, By: NAPLES IV CORPORATION, a Florida corporation, its general partner By: (Signature) Richard Arkin, Vice President (Print Full Name) (Signature) (Print Full Name) EXHIBIT A STATE OF FLORIDA COUNTY OF BROWARD Page 3 of'{ The foregoing Special Warranty Deed was acknowledged before me by means of physical presence or I I online notarization this day of , 2021, by RICHARD ARKIN, as Vice President of NAPLES IV CORPORATION, a Florida corporation, the general partner of NAPLES ASSOCIATES IV, LLLP, a Florida limited liability limited partnership, who: is personally known to me OR has produced as proof of identity. (affix notarial seal) (Signature of Notary Public) (Print Name of Notary Public) Serial / Commission # (if any): My Commission Expires: Approved as to form and legality: 'L\ C5?7 T� Jennifer A. Belpedio Assistant County Attorney EXHIBIT A Page of '7±___ N EAST LINE OF WEST 1/2 OF SOUTHWEST 1/4 OF SECTION 32 / W -1'�_ E .' S NAPLES ASSOCIATES N LLLP OR 4996/3983 .` c<R.IorruQm; '{''"'"'` WEST 1/2 OF SOUTHWEST 1/4 „AL OF SECTION 32, TOWNSHIP 48 SOUTH, RANGE 27 EAST X z f/)U� Q -' oce 00 6 0pP'1 o JowN POINT OF 2,1*.% �cpG`j . • .— 2 JO is OMMENCEMENT p0 IY". \S 0�,S 0 ,,-F' \ ?< o U r1I00.00'43"E v O!) 09� PARCRELL 151 FEE >: P�- G8' �' 270,000 SQ. FT. NO2'16'17"W IT,i 28.25' Y-- SOUTH LINE EC 4t OF SECTION 32 n4 ,11+ 1183.35' S87.32'49"W �� ' -- .ou.t l.�.mar-w 4 t>-at 6 4 7-.F4 IN77i RITTER, SCOTT & I I TRAC -,u; POINT OF DEBRA MCALEER, RICKY J & --(BEGINNING) OR 2719/697 COLLIER CNTY TRACT 17 r.� OR 2514/238 OR 4260/2807 1 gI SQ.FT. SQUARE FEET FEE PROPOSED FEE SIMPLE ACQUISITION OR OFFICIAL RECORDS (BOOK/PAGE) ��� - �O` A VVt PROPOSED FEE SIMPLE PARCEL JUL 17 2020 LEGAL DESCRIPTION (PARCEL 151 FEE) A PORTION OF THE WEST HALF OF THE SOUTHWEST QUARTER OF SECTION 32, TOWNSHIP 48 SOUTH, RANGE 27 EAST, COLLIER COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID SECTION 32; THENCE N.8733'40"E., ALONG THE SOUTH LINE OF SAID SECTION 32, FOR 100.00 FEET TO THE POINT OF BEGINNING OF THE HEREIN DESCRIBED PARCEL; THENCE N.02'16'17"W., FOR 28.25 FEET TO A POINT ON A CURVE; THENCE NORTHEASTERLY 1,303.37 FEET ALONG THE ARC OF A NON—TANGENTIAL CURVE TO THE LEFT HAVING A RADIUS OF 2,740.00 FEET THROUGH A CENTRAL ANGLE OF 27-15'16" AND BEING SUBTENDED BY A CHORD WHICH BEARS N.64'09'59"E. FOR 1,291.11 FEET TO A POINT ON THE EAST UNE OF THE WEST HALF OF THE SOUTHWEST QUARTER OF SAID SECTION 32; THENCE S.02'15'30"E., ALONG SAID EAST LINE, FOR 540.61 FEET TO A POINT ON THE SOUTH LINE OF SAID SECTION 32; THENCE S.8T32'49"W., ALONG SAID SOUTH LINE, FOR 1,183.35 FEET TO THE POINT OF BEGINNING OF THE PARCEL DESCRIBED HEREIN; �ttttlrr CONTAINING 270,000 SQUARE FEET MORE OR LESS. �.NM� �,Chr e/�• BEARINGS ARE BASED ON STATE PLANE COORDINATES, FLORIDA EAST ZONE. ` �(�.••"'••. •'`ertifie '•. '(L 0 G dry`:`-� 00 . 2•�" - 'er c . 0 100 200 400 ,rrri i tttt, BY: MIG WARD. PROFES NAL LAND SURVEYOR SKETCH & DESCRIPTION ONLY F1.ORIOA REGISTRA CA . NO. 5301 NOT A BOUNDARY SURVEY SCALE: 1-=200' SIGNING DATE:(.. ) G NE SEAL APPEARN IS DOCUMENT WAS FOR: COLLIER COUNTY GOVERNMENT BOARD OF COUNTY COMMISSIONERS AUTHORIZED BY WIC A WARD. P1,S VANDERBILT BEACH ROAD EXTENSION SKETCH & DESCRIPTION OF: PROPOSED FEE SIMPLE ACQUISITION 5610 Willow Park Drive,Suite 200 WNaples.Florida 34109 PARCEL 151 FEE Phone:(239)59L0 No5 9AX:(239)597-0578 52 COLLIER COUNTY, FLORIDA ENGINEERING JOB NUMBER REVISION SECTION TOWNSHIP RANGE SCALE DATE DRAWN BY FILE NAME SHEET 060119.06.00 2 32 485 27E 1" = 200' 5/27/20 DAM 151FEE 1 OF 1 PROJECT NO.: 60168 Vanderbilt Beach Road Extension PARCEL NO.: 151TCE EXHIBIT ,Q FOLIO NO.: 24745002349 Page / of TEMPORARY CONSTRUCTION EASEMENT THIS TEMPORARY CONSTRUCTION EASEMENT, is made and entered into this day of , 2021 (the "Effective Date"), by NAPLES ASSOCIATES IV, LLLP, a Florida limited liability limited partnership, whose mailing address is 1600 Sawgrass Corporate Pkwy #400, Sunrise, FL 33323 (hereinafter referred to as "Grantor"), to COLLIER COUNTY, a political subdivision of the State of Florida, whose mailing address is 3299 Tamiami Trail East, c/o the Office of the County Attorney, Suite 800, Naples, FL 34112 (hereinafter referred to as "Grantee"). (Wherever used herein the terms "Grantor" and "Grantee" include all the parties to this instrument and their respective heirs, legal representatives, successors and assigns. Grantor and Grantee are used for singular or plural, as the context requires.) WITNESSETH: That the Grantor, for and in consideration of Ten Dollars ($10.00) and other valuable consideration paid by the Grantee, receipt, and sufficiency of which is hereby acknowledged, hereby conveys, grants, bargains and sells to the Grantee, a Temporary Construction Easement to enter upon the lands described as follows (the "Easement Area"): SEE ATTACHED EXHIBIT "A," which is incorporated herein by reference, for the purpose of constructing roadway, sidewalk, drainage, and utility facilities within the public right-of-way immediately adjacent thereto and constructing and installing certain drainage facilities within the Easement Area in substantial conformity with the plan sheet attached hereto and made a part hereof as Exhibit "B". The term of this Temporary Construction Easement shall commence upon the issuance of Grantee's official "Notice to Proceed" to its roadway contractor for the construction of Vanderbilt Beach Road Ext Project No. 60168 (the "Project"), and shall automatically terminate three (3) years therefrom or upon Grantee's notification to its roadway contractor of substantial completion of the portion of the Project lying immediately adjacent to the Easement Area, whichever occurs first. Notwithstanding the foregoing, this Temporary Construction Easement shall automatically terminate and be extinguished from the Public Record of Collier County, Florida on the date that is five (5) years after the Effective Date. Upon completion of the construction of the improvements within the Easement Area and the public right-of-way immediately adjacent to the Easement Area, Grantee shall use its best efforts to restore the surface of the Easement Area to its pre-existing condition. [Signatures and acknowledgements appear on the following page] EXHIBIT Page of 4-11 IN WITNESS WHEREOF, the Grantor has caused these presents to be executed the date and year first above written. AS TO GRANTOR: NAPLES ASSOCIATES IV, LLLP, a Florida limited liability limited partnership By: NAPLES IV CORPORATION, a Florida corporation, its general partner By: Witness: Richard Arkin, Vice President Print Name: Witness: Print Name: STATE OF FLORIDA COUNTY OF BROWARD The foregoing Temporary Construction Easement was acknowledged before me by means of physical presence or online notarization this day of , 2021 , by RICHARD ARKIN, as Vice President of NAPLES IV CORPORATION, a Florida corporation, the general partner of NAPLES ASSOCIATES IV, LLLP, a Florida limited liability limited partnership, on behalf of such corporation and partnership, who: is personally known to me OR produced as proof of identity. (affix notarial seal) • (Signature of Notary Public) (Print Name of Notary Public) Serial / Commission # (if any): My Commission Expires: Approved as to form and legality: OS) -\\r Jennifer A. Belpedio \9' Assistant County Attorney .�ypy 2 .Ta EXHIBIT 6 N / Page > of 4 / � W I� E 'I` N88'33'38"E PROPOSED S PARCEL 151 ICE 50.00' S01'26'22"E 3,653 SQ. FT. 55.86' N01'26'22"W ••.�pp, � F,� 'POINT OF o NAPLES ASSOCIATES IV LLLP I BEGINNING• FP OR 4996 PG 3983 V 24745002349 i AL=60.55' 1 Dom° R=2740.00' A=1'1 5'58" CB=S54'14'05'W 49 / CH=60.54' o / N in / .0 Lf) O z,, 5g5 POINT OF 59k COMMENCEMENT • SOUTH UNE OF SECTION 32 N8T33'40"E 1165.82' TCE PROPOSED TEMPORARY CONSTRUCTION EASEMENT OR OFFICIAL RECORDS (BOOK/PAGE) V PROPOSED TCE LEGAL DESCRIPTION (PARCEL 151 ICE) A PARCEL OF LAND LYING IN SECTION 32, TOWNSHIP 48 SOUTH, RANGE 27 EAST, COLLIER COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID SECTION 32; THENCE N.87'33'40"E., ALONG THE SOUTH LINE OF SAID SECTION 32, FOR 1,165.82 FEET; THENCE N.0726'20"W., FOR 455.59 FEET TO A POINT ON A CURVE AND THE POINT OF BEGINNING OF THE HEREIN DESCRIBED PARCEL; THENCE SOUTHWESTERLY 60.55 FEET ALONG THE ARC OF A NON-TANGENTIAL CURVE TO THE RIGHT HAVING A RADIUS OF 2,740.00 FEET THROUGH A CENTRAL ANGLE OF 01'15'58" AND BEING SUBTENDED BY A CHORD WHICH BEARS S.54'14'05"W. FOR 60.54 FEET; THENCE N.01'26'22"W., FOR 90.00 FEET; THENCE N.88'33'38"E., FOR 50.00 FEET; THENCE S.01'26'22"E., FOR 55.86 FEET TO THE POINT OF BEGINNING OF THE PARCEL DESCRIBED HEREIN; CONTAINING 3,653 SQUARE FEET, MORE OR LESS. Digitally signed by 4.'`\NPEL A,y,'�, Michael A.Ward ti��tiF'rc qR DN:cn=Michael A. � v„e,' *1.`' °-*= Ward,o=State of zs Florida,ou=LS 5301, 6�:.• ;:e` email=maw@consult- sr' q rwa.com,c=US , " Date:2021.03.16 " ' 09:12:32-04'00' 0 60 120 240 BY: 03/16/2021 SKETCH & DESCRIPTION ONLY MICHAEL FLORIDARL REGISTRATION CERTIFICATE LAND 5301 SURVEYOR -L A. NOT A BOUNDARY SURVEY SCALE: 1"=120' SIGNING DATE: THE SEAL APPEARING ON THIS DOCUMENT WAS FOR: COLLIER COUNTY GOVERNMENT BOARD OF COUNTY COMMISSIONERS AUTHORIZED BY MICHAEL A WARD. PIS VANDERBILT BEACH ROAD EXTENSION SKETCH & DESCRIPTION OF: 6610 Willow Naples,ParkFlorida Drive,Suite 200 PROPOSED TEMPORARY CONSTRUCTION EASEMENT Phone:(239)597-0575 FAX:(239)597-0578 PARCEL 151 TCEintli LB No.:6952 COLLIER COUNTY, FLORIDA ENGINEERING JOB NUMBER REVISION SECTION TOWNSHIP RANGE SCALE DATE DRAWN BY FILE NAME SHEET 060119.06.00 7 35 48S 26E 1" = 120' 2/25/21 DAM SK151TCE 1 OF 1 EXHIBIT Page 4 of._..-- - C C� G� 0' n • CI) < -,0 ° v Co_ o - n CD , n 11 11 0 -0 , -+; n� n 11 it = C• a) CI n — LI/ * o— _ _ co * 6 \ A � rvx = m - w• � c.ncn pcn• oon p ��—,• 00 cDM , Ov c 13 co (CD 11 il \ \ \ • \ \ J =NMI:\ : ; '01111114 111 14 • "..t 4. o \ II fi 1 • i \ EXHIBIT , Page_ of_z___ __ \ \ -1 C co 0 II II -• -• ,,, -- CD M (D r-1- I I I I ° -Ci 1j , CD Cl M M irt- _ x - M \ cn cii 0 w x CD CJ1 C3 —w 0 0 CO— --)ED r-i- c -0 ca —h, CO C1) \ `...—...." • l .„,pi \\\ I . ,..` . . ,,,, , 1 I . . . 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