Parcel 110FEE PROJECT: Lake Park Flow Way#60246
PARCEL: 110FEE
FOLIO: 00765720007
PURCHASE AND SALE AGREEMENT •
(unimproved land)
THIS PURCHASE AND SALE AGREEMENT ("Agreement") is entered into this day of
ti:.. ,2021, by and among JOHN C. FOTH and PATRICIA A. FOTH, Co-Trustees of the John C.
F6th Living Trust dated May 11, 2005 and Co-Trustees of the Patricia A. Foth Living Trust dated May
11, 2005, whose mailing address is 1651 Almeria Ct, Marco Island, FL 34145 ("Seller"), and COLLIER
COUNTY,a political subdivision of the State of Florida,whose mailing address is 3299 Tamiami Trail East,clo
County Attorney's Office, Suite 800, Naples, FL 34112 (the "County").
Recitals:
A. Seller owns certain real property in Collier County, Florida, consisting of unimproved land,
depicted or described on the attached Exhibit"A" (the"Property").
B. The County desires to purchase the Property from Seller, and Seller desires to sell the Property
to the County.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby mutually acknowledged, the parties agree as follows:
1. AGREEMENT TO SELL AND PURCHASE. Seller hereby agrees to sell the Property to the
County, and the County hereby agrees to purchase the Property from Seller,on the terms and conditions set
forth in this Agreement.
2. COMPENSATION.
(A) The compensation payable by the County for the Property shall be $144,000; subject to
prorations, apportionments, and distribution of sales proceeds provided for in this Agreement.
(B) The payment of the net sales proceeds to Seller, payable by check at Closing (defined below),
shall be (i) full compensation for the Property, including without limitation (and to the extent applicable), all
trees, shrubs,and other landscaping,and any and all fixtures and other improvements located on the Property
that are not removed by Seller prior to the Closing, and (ii)full and final settlement of all other damages and
expenses suffered or incurred by Seller in connection with Seller's conveyance of the Property to the County,
whether foreseen or unforeseen, including without limitation (and to the extent applicable), attorneys' fees,
expert witness fees and costs as provided for in Chapter 73, Florida Statutes.
3. PUBLIC DISCLOSURE. If Seller holds title to the Property in the form of a partnership, limited
partnership, corporation, trust, or any form of representative capacity whatsoever for others, prior to the date
of the parties'full execution of this Agreement Seller shall make a written public disclosure, under oath,subject
to the penalties prescribed for perjury,of the name and address of every person having a beneficial interest in
the Property, in accordance with Chapter 286, Florida Statutes. (If Seller is a corporation 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 exempt from the provisions of Chapter 286, Florida Statutes.)
4. CLOSING DATE; POSSESSION. Unless this Agreement has been terminated in accordance
with the termination provisions set forth in this Agreement, Seller's conveyance of the Property to the County
(the "Closing") shall occur within thirty (30) days of the County's receipt of ail properly executed Closing
Documents (defined below). TIME IS OF THE ESSENCE. The Closing shall take place at the offices of the
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t,/
County's Transportation Engineering Division, 2885 Horseshoe Drive South, Naples, Florida 34104. The
County shall be entitled to full possession of the Property at Closing.
5. CLOSING DOCUMENTS. As soon after the parties' execution of this Agreement as is possible,
Seller shall (i) provide the County with a copy of Seller's property survey and title insurance policy for the
Property (if any), and (ii) deliver the following documents to the County, properly executed and in a form
approved by the Collier County Attorney's Office(the"Closing Documents"):
(a) Warranty Deed;
(b) Closing Statement;
(c) Affidavit of Title;
(d) Form W-9(Request for Taxpayer Identification Number and Certification);
(e) if Seller is a partnership, corporation, trust, limited liability company, or other form of entity,
evidence of legal authority and capacity of the individual executing this Agreement on behalf of
such entity to execute and deliver this Agreement and the Closing Documents;
(f) a satisfaction or release from the holder of each mortgage on the Property(if any);
(g) evidence of termination of any leases that encumber the Property;
(h) an amendment to or termination of any existing easement that encumbers the Property, if the
County requires such an amendment or termination in connection with the County's acquisition
of the Property;
(i) if applicable,the public disclosure required under section 3 above; and
(j) such other documents as the County or title company deems necessary or appropriate to clear
title to the Property.
Following the Closing, Seller shall execute any and all additional documents as may be requested by the
County or title company to correct clerical errors,clear title, or otherwise carry out the intent of the parties.
6. CLOSING COSTS AND DEDUCTIONS.
(A) County's Closing Costs. At Closing,the County shall pay(i) recording fees to record the Deed,
and(ii)the cost of obtaining a title commitment and any updates thereof,and the premium for an owner's policy
of title insurance, if obtained by the County.
(B) Seller's Closing Costs. At Closing, Seller shall pay (i)the recording fees to record any affidavit,
trust certification, corrective deed, or other curative instrument required to clear title, (ii) documentary stamp
taxes in accordance with Section 201.01, Florida Statutes (note: per the statute, the transfer is exempt from
documentary stamp taxes if the Property is acquired under threat of condemnation), (ill) all outstanding
indebtedness, loan termination fees, processing fees and other charges as may be required in order to obtain
a satisfaction or release from the holder of each mortgage on the Property, and (iv) all amounts required to
pay off any and all other monetary liens on the Property.
(C) Tax Prorations. All prior year ad valorem taxes and assessments levied against the Property
that remain unpaid as of the date of Closing shall be deducted from Seller's net sales proceeds. Taxes and
assessments for the calendar year in which the Closing occurs shall be prorated as of the date of Closing in
accordance with local custom. If such amounts have not yet been determined by the taxing authority as of the
date of Closing, the same shall be prorated based upon the prior year.
(D) No Adverse Changes; Risk of Loss. The County's obligation to close shall be contingent upon
the County having determined that,between the date that the County completes its due diligence investigations
and inspections under section 7 below and the Closing,there shall have been no adverse changes in the title,
physical condition of the Property, or other matters previously approved by the County. Between the date of
the parties'execution of this Agreement and the Closing, risk of loss shall be borne by Seller, such that, if any
property damage shall occur prior to Closing (other than damage caused by the County), Seller shall repair
and restore the Property at Seller's expense.
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7. INSPECTIONS,
(A) Inspections. Following the date of the parties' execution of this Agreement, the County shall
have the right,at no expense to Seller,to conduct whatever investigations and inspections of the Property that
it deems appropriate,including without limitation,a title examination,property survey,appraisal,environmental
assessments, engineering studies, soil borings, determination of compliance of the Property with applicable
laws, and the like, Seller shall provide the County with reasonable access to the Property to conduct on-site
inspections. The County shall promptly repair any damage to the Property caused by such on-site inspections.
(B) County's Right to Terminate. Notwithstanding anything in this Agreement to the contrary, the
County's obligations under this Agreement to acquire the Property are contingent upon the County's
satisfaction with the Property, including without limitation as revealed by the County's investigations and
inspections under paragraph 7(A) above. If, prior to the Closing, the County identifies any objectionable
matters and determines that such objections cannot be resolved to the County's satisfaction through
reasonable diligence,within a reasonable period of time, and at a reasonable cost, the County shall have the
right to terminate this Agreement by written notice to Seller,whereupon neither party shall thereafter have any
rights or obligations under this Agreement. The County may (but shall not be required to) provide Seller with
an opportunity to rectify such objections,whereupon the parties shall execute an amendment to this Agreement
to address the same.
8. SELLER'S REMOVAL OF IMPROVEMENTS. Prior to the Closing, Seller, at Seller's sole
expense, may salvage and remove any and all landscaping and other improvements located on the Property.
All landscaping and other improvements not removed prior to the Closing shall be deemed abandoned by
Seller.
8. REPRESENTATIONS AND WARRANTIES. Seller makes the following representations and
warranties on the date of Seller's execution of this Agreement, and shall be deemed to have repeated the
same at Closing, all of which shall survive the Closing:
(a) Seller is the sole owner of fee simple title to the Property and has full right, power and authority
to own and operate the Property, to execute this Agreement, and to fulfill Seller's obligations
under this Agreement and the Closing Documents.
(b) No tenant or other party has any right or option to acquire the Property or to occupy the Property.
(c) Seller's title to the Property is free and clear of all mortgages and other liens and encumbrances,
except as may be disclosed in the title commitment, title report, or attorney's title opinion
obtained or to be obtained by the County prior to the Closing.
(d) Between the date of Seller's execution of this Agreement and the Closing, Seller shall not do
anything to encumber the title to the Property, or convey the Property to a third party, or grant
to any third party any rights of any kind with respect to the Property, or do anything to change
or permit to be changed the physical condition of the Property,without in each instance obtaining
the County's prior written consent, which may be granted or withheld in the County's sole
discretion.
(e) There are no maintenance, construction, advertising, management, leasing, employment,
service or other contracts affecting the Property, and Seller shall not enter into any such
contracts with third parties prior to the Closing. \ti
(f) There are no governmental proceedings or investigations of any kind,formal or informal,civil or
criminal, pending or threatened, that may affect the Property or adversely affect Seller's ability
to perform Seller's obligations under this Agreement.
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(g) The Property is in compliance with all federal, state and local laws, including without limitation
environmental laws; no unsafe levels of radon, mold, lead, or other pollutants or hazardous
substances have been used, generated, stored, treated, or removed from the Property, nor is
there any lawsuit, proceeding, or investigation regarding same; the Property has never been
used as a landfill, and there are no underground storage tanks on the Property; there has been
no spill,contamination, or violation of environmental laws pertaining to any contiguous property;
and Seller has not received notice and otherwise has no knowledge of any existing or threatened
environmental lien against the Property.
(h) Seller has not utilized a real estate broker or agent in connection with Seller's sale of the
Property; or, if so utilized, Seller has disclosed the same to the County in writing and shall be
solely responsible for paying any and all commissions and fees associated therewith.
10. DEFAULT; REMEDIES. Seller acknowledges that the County will likely incur expenses and
expend other resources in connection with this transaction. If Seller fails to perform any of its obligations under
this Agreement, and fails to cure such failure within fifteen (15)days after receiving written notice thereof from
the County, the County shall have the right to terminate this Agreement by giving written notice of termination
to Seller,without limitation of any other rights and remedies available to the County at law or in equity,including
without limitation the right to seek specific performance, and to recover damages, including attorney fees and
court costs, in connection with such default; all rights and remedies being cumulative. Seller shall indemnify,
defend, and hold the County harmless from and against all claims and actions asserted against, and ail
damages, losses, liability, penalties, fines, costs and expenses, including without limitation attorney fees and
court costs, suffered or incurred by, the County if any of Seller's representations and warranties in this
Agreement or in any of the Closing Documents are untrue, or arising from Seller's failure to perform any of
Seller's obligations under this Agreement, irrespective of whether the County delivers a written notice of default
to Seller. If the County fails to perform any of its obligations under this Agreement, and fails to cure such failure
within thirty(30)days after receiving written notice thereof from Seller, Seller shall have the right to terminate
this Agreement by giving written notice of termination to the County,whereupon Seller agrees to accept$500
from the County as liquidated damages. Nothing herein shall be construed as waiving or limiting the County's
rights and protections afforded to governmental entities under sovereign immunity and other applicable federal,
state and local laws.
11. NOTICES. All notices given by either party to the other under this Agreement shall be in writing,
and shall be personally delivered, or mailed by U.S. regular, certified or registered mail, or delivered by a
recognized courier that in the ordinary course of business maintains an accurate record of receipt and delivery
of each delivery, to the parties (i) at their respective addresses set forth in the introductory paragraph of this
Agreement, or such other address as may be specified by either party from time to time by written notice to
the other party in the manner herein prescribed,or(ii)via email to such email address as each party may from
time to time specify. Notices shall be deemed given (a)three (3)days after depositing the notice in the U.S.
mail, (b) on the date of receipt if personally delivered or delivered by courier, and (c) if sent via email, on the
date the recipient acknowledges receipt of the email.
12. GENERAL PROVISIONS.
(A) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the
parties and their respective heirs, executors, personal representatives, successors and assigns.
(B) Assignment. Seller shall not assign any rights or obligations under this Agreement to a third
party without the prior written consent of the County.
(C) Entire Agreement. This Agreement constitutes the entire agreement of the parties as pertains
to the subject matter hereof, and there are no prior or contemporaneous written or oral agreements,
undertakings, promises,warranties, or covenants not contained herein.
(D) Amendments. All amendments to this Agreement must be in writing and signed by both parties.
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(E) Time Periods. If any deadline or expiration of any time period provided for hereunder falls on a
Saturday,Sunday or legal holiday,such deadline or expiration shall be extended to the following business day.
(F) Survival. All provisions of this Agreement that are not, or by their nature cannot be, performed
prior to the Closing, including without limitation Seller's representations and warranties and indemnity
obligations,shall survive the Closing.
(G) Severability. If any provision of this Agreement is determined to be legally invalid or
unenforceable, such provision shall be severed from this Agreement, and the remaining provisions of this
Agreement shall remain in full force and effect.
(H) Governing Law; Venue. This Agreement shall be governed and construed in accordance with
the laws of the State of Florida. All disputes arising under this Agreement shall be brought solely in the state
courts in Collier County, Florida, and the parties hereby agree to said venue.
[signature page follows)
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IN WITNESS WHEREOF, the parties have executed this Agreement on the dates indicated below,
effective as of the later of such dates.
Date: , 2021 SE ER'
(cr&
John C,Foth, Co-Trustee
Patricia A. Foth,Co-Trustee
Date: t�',= ,2021 THE COUNTY:
ATTEST:
CRYSTAL K. KINZEL, Clerk of the BOARD OF O COMMISSIO RS
Circuit Court&Comptroller COLLIER O , FLORIDA
cs2,:auct,e4.4. totelt
By: / 0•41A
Depot r C 3rniif'$ Penny Taylor, Cih irperson
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$.644*.-
Approved as to form and legality:
VOI"
Jerieifef A. Belpedi
Assistant County Attorney
I()C
EXHIBIT "A"
Tract No.7 from an unrecorded plat,in the North onehalf(N1/2)of Southeast one-quarter(SE1/4)
of the Southwest one-quarter (SWI/4) of the Northwest pne-quarter (NW1/4) of Section 20,
Township 51 South, Range 27 East,less the West 30 feet for oad,right-of way,said tract being more
particularly described as follows:
Tract No,7:
Beginning at the Southwest corner of Section 20,go S.89°27'40" E S97.9 feet to a point; thence N.
0°10'20" E.2970.0 feet to a point,being the POINT OF BEGINNING,
thence S. 89°27'40" E. 634.83 feet to a point; thence N. 0°08'40" E. 330.0 fe i tp•it point; thence N.
89°27'40" W.634.48 feet to a point; thence S.0°10'20" W.330.0 feet to the PO11MT qF BEGINNING,
containing 4.8 acres,more or less, in West one-half(W1/2)of the West one-half(WI/ )of Section 20,
Township 51 South,Range 27 East,Collier County,Florida. ,:' ',.
Also Known As: 656 Auto Ranch Road,Naples,Collier County,Florida,34114.
Parcel Identification Number:00765720007
Collier County Property Apprai:
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