Parcel 154
PROJECT: Vanderbilt Beach Rd. #60168
PARCEL No(s): 154
FOLIO No(s): 36917260004
PURCHASE AGREEMENT
(For Improved Property)
HIS PURCHASE AGREEMENT is made and entered into on this ~ (., day
of , 2007, by and between LYNN HARTMAN, a single woman,
whos mailing address is 798 1 ih Street, NW, Naples, Florida 34120-1930, (hereinafter
referred to as "Owner"), and COLLIER COUNTY, a political subdivision of the State of
Florida, whose mailing address is 3301 Tamiami Trail East, Naples, Florida 34112
(hereinafter referred to as "Purchaser").
WHEREAS, Seller owns certain improved property located at Naples, Florida, and
more particularly described as Exhibit "A" which is incorporated herein by reference,
together with all buildings, structures and improvements, fixtures, built-in appliances,
refrigerators, stove, dishwasher, washer, dryer, ceiling fans, floor coverings and window
treatments. (hereinafter collectively referred to as "Property"); and
WHEREAS, Purchaser requires the Property for right-of-way purposes as part of
the Vanderbilt Road Extension Project; and
WHEREAS, Seller has agreed to sell and Purchaser has agreed to buy the
Property subject to the terms and conditions that follow; and
WHEREAS, Seller desires to remain in possession of the residence and has
requested the right to occupy the premises for a term of 22 months, to which request
Purchaser has agreed;
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. 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 $575,000.00 (U.S.
Currency) payable at time of closing. Said payment to Owner, payable by County
Warrant, shall be full compensation for the Property conveyed, including all structural
and site improvements and fixtures, and all landscaping, trees and shrubs located
thereon, and shall be in full and final settlement of all other costs and expenses
incurred by Seller, including but not limited to moving expenses, and for 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. If this Agreement
includes an occupancy provision, the Purchase Price stated above will include a
deduction for all occupancy fees due under the term of this Agreement.
3. CLOSING
A. The Closing (THE "CLOSING DATE", "DATE OF CLOSING", OR
"CLOSING") of the transaction shall be held on or before one hundred twenty
(120) days following execution of this Agreement by the Purchaser but not later
than September 28, 2007 unless extended by mutual written agreement of the
parties hereto. The Closing shall be held at the Collier County Attorney's Office,
Administration Building, 3301 Tamiami Trail East, Naples, Florida. Purchaser shall
be entitled to possession as of Closing, unless otherwise provided herein. Seller
shall deliver the Property in broom-clean and working condition, and free of all
debris upon vacating the premises.
B. Seller shall convey a marketable title free of any liens, encumbrances,
exceptions, or qualifications. Marketable title shall be determined according to
applicable title standards adopted by the Florida Bar and in accordance with law.
At or before the Closing, the Seller shall cause to be delivered to the Purchaser
the items specified herein and the following documents and instruments duly
executed and acknowledged, in recordable form:
1. Warranty Deed in favor of Purchaser conveying title to the Property, free
and clear of all liens and encumbrances other than:
(a) The lien 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 Seller and its representatives
to execute and deliver this Agreement and all other documents required to
consummate this transaction, as reasonably determined by Purchaser's
counsel and/or title company.
C. At the Closing, the Purchaser, or its assignee, shall cause to be delivered to
the Seller the following:
1. A negotiable instrument in an amount equal to Net Cash to Seller on the
Closing Statement. No funds shall be disbursed to Seller until the Title
Company verifies that the state of the title to the Property has not
changed adversely since the date of the last endorsement to the
commitment, referenced in "Requirements and Conditions" below, and the
Title Company is irrevocably committed to pay the Purchase Price to
Seller and to issue the Owner's title policy to Purchaser in accordance
with the commitment immediately after the recording of the deed.
2. Funds payable to the Seller representing the Purchase Price shall be
subject to adjustments and pro-rations as hereinafter set forth.
D. Seller, at its sole cost and expense, shall pay at Closing all documentary
stamp taxes due upon the recording of the Warranty Deed, in accordance with
Chapter 201.01, Florida Statutes, unless the Property is acquired under threat of
condemnation, and the cost of recording any instruments necessary to clear
Seller's title to the Property. The cost of the Owner's Form B Title Policy, issued
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pursuant to the Commitment provided for in Article 8, "Requirements and
Conditions" below, shall be paid by Purchaser. The cost of the title commitment
shall also be paid by Purchaser.
E. Purchaser shall pay for the cost of recording the Warranty Deed. 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 Seller. If Closing occurs at a date which the
current year's millage is not fixed, taxes will be prorated based upon such prior
year's millage.
4. OCCUPANCY BY SELLER AFTER CLOSING
A. Seller may occupy the Property after Closing until April 30, 2009 (the
"Term"). Seller and Purchaser have agreed upon a purchase price reduction as
sufficient consideration for this extended occupancy. In the event Seller and
Purchaser agree to extend the Term, an Additional Occupancy Fee ("Fee") will be
required from Seller and shall be calculated by multiplying the number of months
of this Extended Term by a monthly amount of $1,000.00. This Fee must be paid
to the Purchaser in a lump sum and no later than ten (10) days before expiration
of the initial Term.
B. At Closing, the sum of Two Thousand and No/100 Dollars ($2,000.00) will be
deposited into an interest-bearing account as security for any damages suffered
by the Property during the Seller's occupancy ("Security Deposit"). The Security
Deposit plus accrued interest will be paid to Seller at the end of its Term of
occupancy, provided there has been no damage to the Property caused by the
negligence or intentional acts of Seller or anyone acting with Seller's knowledge
and consent. Upon the vacating of the Property, the Purchaser will have fifteen
(15) days to return the Security Deposit or give Seller written notice of Purchaser's
intention to impose a claim upon the Security Deposit. In the event Purchaser
intends to impose a claim upon a part or all of the Security Deposit, it will provide
Seller with an explanation of the damage, an estimate of repair and an accounting
of the deposit balance.
C. Should the Property be partly damaged or destroyed by fire or other casualty
not due to Seller's willful or negligent act or that of anyone on the Property with the
knowledge or consent (actual or implied), of Seller, Purchaser will make repair as
soon as reasonably possible. Purchaser shall also be responsible for the repair to
fixtures or appliances in excess of the limit set forth in Section 4F below, provided
such repair is not necessitated by Seller's misuse, waste or neglect of the
Property, or that of anyone on the Property with Seller's knowledge and consent
(actual or implied). If the Property is rendered un-inhabitable due to fire, storm or
other casualty, then this Agreement shall automatically terminate, with the sole
duty of Purchaser then being to refund to Seller the security deposit (if any), plus
accrued interest. Purchaser shall not be liable for any damage or injury to Seller
and his or her property by reason of any water damage sustained by Seller and his
or her property, or by reason of the breakage, leakage, or obstruction of water and
sewer lines or other breakage in or about the Property.
D. Seller agrees to pay all utility services as they come due, including electricity,
telephone, gas, cable television, water, sewer, and solid waste collection, and shall
arrange for a final billing and payment at the time Seller vacates the Property.
E. Seller will use the Property only as its primary residence. Seller is prohibited
from allowing persons, other than its immediate family members, to reside on the
Property.
F. Seller shall maintain the Property, including all Systems and Equipment, in
clean and working condition at all times. Seller shall use all Systems and
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Equipment in a reasonable manner. Seller shall immediately make and pay for all
required repairs to the plumbing, range, heating apparatus, washer-dryer, air
conditioning, refrigerator, dishwasher and electric and gas fixtures, (provided the
cost of said repairs does not exceed Five Thousand Dollars ($5,000.00).
Purchaser reserves the right to enter upon the Property and repair, at the Seller's
expense, all damage or injury to the fixtures and appliances in the event Seller
fails to effect repairs after 10 days' notice. Purchaser's election not to effect
repairs shall not relieve Seller of its obligation to repair or subject Purchaser to
liability for its election.
G. Seller shall comply with all governmental regulations concerning the use of
the Property and not permit or suffer any illegal activity or use, or permit to be
made any disturbance, noise or nuisance whatsoever, which would be detrimental
to the peace, quiet and comfort of other persons in the vicinity of the Property, or
affect the insurance risk factor to the Property.
H. Seller shall permit Purchaser's agent or employee to enter the Property at
any reasonable time, upon 24 hours notice, during the term of this Agreement to
inspect the Property or make any needed repairs.
I. Seller will surrender possession of the Property at the expiration of the
Term in as good a condition as of the Effective Date, reasonable wear and tear
and acts of God excepted.
J. Seller shall not alter or make additions to the Property without the
Purchaser's consent. Seller shall not deface, damage or remove any part of the
Property or permit any person to do so.
K. DEFAULT. Seller will be deemed in default of this Agreement if Seller
fails to perform any of the covenants, promises or obligations contained in this
Article for a period of ten (10) days after notice of such default. Upon Seller's
default, County may terminate this Agreement upon twenty (20) days written notice
to Seller, re-enter and take possession of the Property, whereupon the term
thereby granted and all rights of Seller to occupy the Property shall terminate. The
Seller shall remain liable for any damage suffered by the Property because of
Seller's breach of any of the covenants of this Agreement, and such termination
shall be without prejudice to the Purchaser's right to collect said damages.
Purchaser and Seller shall have the right to pursue any and all remedies available
under this Agreement or applicable law.
L. Seller shall be required to maintain insurance on the Property during the
entire Term, and any Extended Term, which policy shall include contents coverage
of $100,000, premises liability with limits of $300,000, and loss of use coverage.
Purchaser will be named as an 'additional insured and the policy premium for the
Term of occupancy will be paid in advance at Closing. Seller will be required to
provide a certificate of insurance prior to Closing.
M. The terms and conditions contained in this Article shall survive Closing and
are not deemed satisfied by conveyance of title.
5. PROPERTY CONDITION DISCLOSURES
A. General. Seller represents that Seller knows of no facts or conditions
materially affecting the value of the Property, except those which are readily
observable by Purchaser, or which have not been disclosed to Purchaser by Seller
in writing and furnished to Purchaser prior to the Effective Date of this Agreement.
B. Radon Gas. Florida law requires the following disclosure: Radon is a
naturally occurring radioactive gas that, when it has accumulated in a building in
sufficient quantities, may present health risks to persons who are exposed to it
over time. Levels of radon that exceed federal and state guidelines have been
found in buildings in Florida. Additional information regarding radon and radon
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testing may be obtained from your county health department. Seller has no
knowledge of the existence of radon on the Property or any radon mitigation
having been performed on the Property.
C. Lead Based Paint/Paint Hazards. If construction of the residence on the
Property was commenced prior to 1978, Seller is required to complete, and Seller
and Purchaser are required to sign and attach to this Agreement, the addendum
entitled "Lead-Based Paint and/or Lead-Based Paint Hazards Attachment to Sales
Contract: Disclosure of Information and Acknowledgement."
D. Mold. Molds are commonly found both indoors and outdoors. Interior
infestation by certain molds may cause property damage and health problems for
some persons. Seller has no knowledge of any mold remediation having been
performed on the Property.
E. Warrantv. Except as to any facts or conditions disclosed to Purchaser as
required under Section 5A above, Seller warrants that all major appliances and
equipment; sprinkler, well, septic, heating, cooling, electrical and plumbing and
security systems; major mechanical components; roof (including fascia and
soffits); ceiling; structural walls; foundation; swimming pool, spa and pool/spa
deck; seawalls; docks; boat lifts/davits and related electrical and mechanical
components, if any (collectively "Systems and Equipment") are in Working
Condition. "Working Condition" shall mean operating in a manner in which the
Systems and Equipment were designed to operate. The roof, ceiling, interior and
exterior walls, foundation, swimming pool, spa and pool/spa deck, if any, shall be
considered in Working Condition if structurally sound and watertight. Seawalls
and docks, if any, shall be considered in Working Condition if structurally sound.
Seller shall not be required to repair or replace any Cosmetic Condition.
"Cosmetic Condition" shall mean an aesthetic imperfection which does not affect
the Working Condition of the item, including corrosion; tears; worn spots;
discoloration of floor covering or wallpaper or window treatments; missing or torn
screens; nail holes; scratches; dents; chips; caulking; pitted pool surfaces; minor
cracks in windows, driveways, sidewalks, spa/pool decks and garage, tile, lanai
and patio floors; and cracked roof tiles, curling or worn shingles and limited roof
life, so long as there is no evidence of structural damage or leakage.
6. INSPECTIONS
A. Inspection Period. Purchaser shall have 60 days from the Effective Date
(Inspection Period) to have the Property and improvements thereon inspected at
Purchaser's expense as follows: (a) Systems and Equipment, by an appropriately
Florida licensed inspection company or licensed contractor, and/or (b) radon gas,
by a Florida certified radon measurement technician or specialist, and/or (c) lead-
based paint and hazards, by an EPA-certified lead exposure risk assessor, and/or
(d) termites or other wood-destroying organisms, by a certified pest control
operator (collectively the "Inspection Items"). Upon reasonable notice, Seller shall
provide access and utilities service to the Property to facilitate inspections.
B. Election and Response. If any inspection conducted during the Inspection
Period reveals: (1) that any Systems and Equipment are not in Working Condition,
and/or (2) the presence of radon gas at a level in excess of EPA action levels,
and/or (3) the presence of lead-based paint or paint hazards required abatement
under HUD/EPA protocols, and/or (4) the existence of active infestation by
termites or other wood-destroying organisms and/or visible damage caused by
active or past infestation (collectively the "Defective Inspection Items"), Purchaser
shall, within 15 days after expiration of the Inspection Period: (a) notify Seller of
any Defective Inspection Items, and (b) furnish to Seller a copy of the inspection
report(s) documenting the Defective Inspection Items, and (c) notify Seller of
Purchaser's election either to: (i) receive a credit from Seller at closing in lieu of
any repairs, replacements, treatment, mitigation or other remedial action
necessary to bring the Defective Inspection Items into compliance with the relevant
standards set forth above (the "Remedial Action"), or (ii) have Seller take Remedial
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Action at Seller's expense prior to closing. If Purchaser elects to receive a credit,
the amount of the credit shall be equivalent to the estimated costs of any
Remedial Action and shall be determined not later than the earlier of Seller's
Response Deadline, or 10 days prior to the Closing. If Purchaser elects (i), Seller
shall not be required to take any Remedial Action. If Purchaser makes no
election, Purchaser shall be deemed to have elected to receive a credit at Closing.
C. Not later than 15 days from receipt of the written notice and inspection
report(s) from Purchaser ("Seller's Response Deadline"), Seller shall notify
Purchaser whether Seller will give Purchaser credit equal to the cost of repairs or
take remedial action, whichever is requested by Purchaser. If Seller refuses
Purchaser's election by the Seller's Response Deadline, then Purchaser may
terminate this Agreement within 10 days of Seller's Response Deadline. If
Purchaser does not elect to so terminate this Agreement, Purchaser is deemed to
have accepted the Property in the condition it existed on the Effective Date, except
that Purchaser retains the rights set forth in Section 6.G. (Walk Through
Inspection) below. If Seller fails to respond by the Seller's Response deadline,
Seller shall be deemed to have accepted Purchaser's election and Purchaser may
receive credit at Closing as set forth above.
D. If Purchaser does not have the Inspection Items inspected, or fails to do so
within the Inspection Period, or fails to timely report any Defective Inspection Items
to Seller, Purchaser shall be deemed to have accepted the Property in the
condition it existed on the Effective Date, except that Purchaser retains the rights
set forth in Section 6.G. (Walk Through Inspection) below.
E. Remedial Action shall be deemed to have been properly performed if (1) the
Systems and Equipment are placed in Working condition (as defined above), (2)
radon gas within the residence on the Property is reduced to below EPA action
levels, (3) lead-based paint and paint hazards on the Property are removed or
contained in accordance with HUD/EPA guidelines, and (4) any active infestation
of termites or other wood-destroying organisms is exterminated or treated, and all
visible damage caused by active or past infestation is repaired or replaced. Seller
shall make a diligent effort to perform and complete all Remedial Action prior to
the Closing Date, failing which a sum equivalent to 150% of the estimated costs of
completing the Remedial Action shall be paid by Seller into escrow at Closing
pending completion.
F. No cost to repair or replace any Systems and Equipment shall exceed the fair
market value of that item if it were in Working Condition. If the costs do exceed
fair market value, than either Seller or Purchaser may elect to pay such excess,
failing which, either party may terminate this Agreement upon written notice.
G. Walk-Throuqh Inspection. Purchaser (or a designated representative) may
conduct a walk-through inspection of the Property prior to Closing and prior to
possession, to confirm: (1) completion of any Remedial Action agreed to by Seller
in Section 6.B "Election and Response" above, (2) that the personal property items
which are being conveyed as part of this Agreement remain on the Property, (3)
that the personal property items which are not being conveyed as part of this
Agreement have been removed from the Property, and (4) that Seller has
maintained the Property as required in Article 7. Upon reasonable notice, Seller
shall provide access and utilities service to the Property to facilitate the walk-
through inspection.
H. Inspections durinq Occupancy. Purchaser may enter upon the Property with
at least 24-hour notice to Seller for purposes of inspecting the Property for
compliance with the terms of Article 4 of this Agreement or effecting repairs.
7. RISK OF LOSS
Seller shall maintain the Property (including without limitation the lawn, shrubbery, and
landscaping) in the condition existing on the Effective Date until Closing or date of
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Purchaser's possession, whichever is later, except for ordinary wear and tear and any
Remedial Action agreed to by Seller under Section 6B above. Any 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 Seller's sole risk and expense,
except as provided in Article 4.
8. REQUIREMENTS AND CONDITIONS FOR CLOSING
Upon execution of this Agreement by both parties or at such other time as specified
within this Article, Purchaser and/or Seller, as the case may be, shall perform the
following within the times stated, which shall be conditions precedent to the Closing:
A. Within fifteen (15) days after the date hereof, Purchaser shall obtain as
evidence of title an AL TA Commitment for an Owner's Title Insurance Policy
(AL TA Form B-1970) 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 title 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 fail 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 will be satisfied at
Closing. Seller, at its sole 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 Seller 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 10 (ten) days of the Effective Date of 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 shall be made based upon any
change to the total acreage referenced in Exhibit "A," 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 located 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 of
such encroachment, projection, or lack of legal access, and Seller shall have the
option of curing said encroachment or projection, or obtaining legal access to the
Property from a public roadway. Purchaser shall have sixty (60) days from the
Effective Date of this Agreement to notify Seller in writing of any such objections.
Should Seller elect not to or be unable to remove the encroachment, projection, or
provide legal access to the property within sixty (60) days from the date of receipt
of said notification, Purchaser, by providing written notice to Seller within seven (7)
days after expiration of said sixty (60) day period, may accept the Property as it
then is, waiving any objection to the encroachment, or projection, or lack of legal
access, or Purchaser may terminate the Agreement. A failure by Purchaser to
give such written notice of termination within the time period provided herein shall
be deemed an election by Purchaser to accept the Property with the
encroachment, or projection, or lack of legal access.
9. 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, except for those provisions
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in Article 4, 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 fails to perform any of the terms,
covenants and conditions of this Agreement as required on the part of Purchaser
to be performed, except for the terms and conditions in Article 4, 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 Article 12, ("Real Estate Brokers")
hereof. The parties acknowledge and agree that Seller's actual damages in the
event of Purchaser's default 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. 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.
D. This Article does not apply to any defaults by Seller of the obligations
contained in Article 4 of this Agreement.
10. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES
Seller intends for Purchaser to rely on the representations contained in this Article 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. At Closing, certified copies of such approvals
shall be delivered to Purchaser and/or Seller, if necessary.
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 full performance and discharge of
every agreement and obligation on the part of the Seller to be performed pursuant
to the provisions of this Agreement.
D. 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.
E. Seller represents that it 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
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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 long 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
water. Seller represents the Property has not been used for the production,
handling, storage, transportation, manufacture or disposal of hazardous or toxic
substances or wastes, as such terms are defined in applicable laws and
regulations, or any other activity that would have toxic results, and no such
hazardous or toxic substances 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 (it has) 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 substances are or were located on the Property at any time
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, and/or 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
existing zoning regulations) that restrict or affect the use of the Property, and there
are no maintenance, construction, advertising, management, leasing, 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 Seller'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 above 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 including 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 adversely affect the zoning or
physical condition of the Property or its intended use by Purchaser. Seller also
agrees to notify Purchaser promptly of any change in the facts contained in the
Page NO.9
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.
M. Seller represents, warrants and agrees to indemnify, reimburse, defend and
hold Purchaser harmless from any and all costs (including attorney's fees)
asserted against, imposed on or incurred by Purchaser, directly or indirectly,
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.,
("CERCLA" or "Superfund"), which was amended and upgraded by the Superfund
Amendment and Reauthorization Act of 1986 ("SARA"), including 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.
11. NOTICES
Any 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 mail, return receipt requested, postage prepaid or
personal delivery addressed as follows:
If to Purchaser:
Transportation Engineering & Construction Management
Attn: Kevin Hendricks, Manager
2885 South Horseshoe Drive
Naples, Florida 34104
Telephone 239-774-5846
Fax 239-213-5885
With a copy to:
Ellen T. Chadwell
Assistant County Attorney
Office of the County Attorney
Harmon Turner Building
3301 Tamiami Trail East
Naples, Florida 34112
Telephone 239-774-8400
Fax 239-774-0225
If to Seller:
Lynn Hartman
798 1 th Street, NW
Naples, Florida 34120-1930
Telephone 239 398-1200
The addressees, addresses and numbers for the purpose of this Article 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 be deemed given in compliance with this Article upon receipt of
automated fax confirmation or upon on the fifth day after the certified or registered mail
has been postmarked, or receipt of personal delivery.
12. REAL ESTATE BROKERS
Any and all brokerage commissions or fees shall be the sole responsibility of the Seller
Page NO.1 0
and shall be paid at Closing. Seller shall indemnify Purchaser from and against any
aim 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.
13. MISCELLANEOUS
A. This Agreement may be executed in any manner of counterparts which
together shall constitute the agreement of the parties.
B. This Agreement and the terms and provisions hereof shall be effective as of
the Effective Date and shall inure to the benefit 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
limit the scope or intent of this Agreement or any provisions hereof.
E. All 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 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.
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. 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, of the name and address of every person having a
beneficial interest in the Property before Property held in such capacity is
conveyed to Collier County. (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.)
I. This Agreement is governed and construed in accordance with the laws of
the State of Florida.
J. The Effective Date of this Agreement will be the date of execution of this
Agreement by the last signing party.
K. 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.
L. TIME IS OF THE ESSENCE to this Agreement.
Page No. 11
M. Seller may not assign, sublease, or license any rights arising under this
Agreement without the written consent of the Purchaser.
N. The parties hereto agree and acknowledge that this Agreement is not a lease
but rather a contract for occupancy (extended possession) of the Property as a
condition of sale which is not subject to Chapter 83, Florida Statutes. The parties
do not intend to invoke any of the obligations or remedies contained in Chapter 83,
and the terms and conditions contained herein shall be construed in accordance
with the parties intent and shall be given their plain meaning without reference or
application of s. 83.43, Fla. Stat., or any other portion of Chapter 83.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first above written.
Acquisition Approved by BCC pursuant to Resolution No. 2006-142 approved on the
6th day of June, 2006, agenda item no. 10A.
AS TO PURCHASEZ:
DATED: " {4~! 'J:.l.;" 0 7
ATTEST;;
DWl:GH-r.E. BRo.~KiClerk
,
BY:
JAM
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AS TO OWNER:
DATED:
fJJ M i 1(rl [f\
Witness (Signature)
~IDM J-L.{nU1
Na (Print or Type)
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I ess (Signature)
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Name (Print or Type)
Approved as to form and
legal sufficiency:
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.........Assistant County Attorney
last Revised: Snl07
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EXHIBIT "An
THE EAST 330 FEET OF TRACT 113N GOLDEN GATE ESTATES, UNIT 7,
ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 4,
PAGES 95 AND 96, OF THE PUBLIC RECORDS OF COLLIER COUNTY,
FLORIDA. TOGETHER WITH AN EASEMENT FOR INGRESS AND EGRESS
OVER AND ACROSS THE SOUTHERLY 15 FEET OF THE WEST 330 FEET
OF TRACT 113N, GOLDEN GATE ESTATES, UNIT 7, ACCORDING TO THE
PLAT THEREOF, AS RECORDED IN THE PUBLIC RECORDS OF COLLIER
MEMORANDUM
Date:
June 27, 2007
To:
Joan Smith, Property Acquisition Specialist
Trans/ECM/ROW A
From:
Martha Vergara, Deputy Clerk
Minutes & Records Department
Re:
Agreement: Vanderbilt Beach Road Project #60168
Parcel: 154
Enclosed please find one (1) copy of the Agreement, as referenced above,
approved by the Board of County Commissioners on Tuesday June 26,
2007 (Agenda Item #16B4)
The Minutes and Records Department has retained one original
document for Boards official records.
If you should have any questions, please contact me at 732-2646 x 7240.
Thank you.
Enclosure