FBC of GG Real Estate sales Agreement
PROJECT: Santa Barbara Blvd.
FOLIO NO: 77010000104
REAL ESTATE SALES AGREEMENT
THIS AGREEMENT made and entered into this I? Y;6 day of ~~ , 2007, by
and between the BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY,
FLORIDA, AS THE GOVERNING BODY OF COLLIER COUNTY, FLORIDA, whose
address is 3301 East Tamiami Trail, Naples, FL 34112 hereinafter referred to as
SELLER, and The First Baptist Church of Golden Gate, whose address is 2741 Santa
Barbara Blvd., Naples, FL 34116 hereinafter referred to as BUYER.
WHEREAS, SELLER desires to sell, and BUYER desires to purchase, the property
hereinafter described, at the price and on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the recitals, the mutual covenants hereinafter
set forth and other good and valuable considerations, the receipt and sufficiency of
which are hereby mutually acknowledged, it is agreed by and between the parties as
follows:
I. PREMISES. The real property, which is the subject of this Agreement, (hereinafter
referred to as "Premises") is located in Collier County, Florida, at 5605 Painted Leaf
Lane, Naples, Florida 34112, and described as: Lot 2 Tract 108, Replat as recorded in
Plat Book 19, Page 54, being a re-subdivision of Tract 108, Golden Gate Estates, Unit
No. 30, as recorded in Plat Book 7, Page 58, Public Records of Collier County, Florida.
The term Premises when used herein includes all fixtures, including built-in appliances,
refrigerator, stove, dishwasher, washer, dryer, ceiling fans, wall-to-wall carpeting, and
window coverings.
2. SALE and CONVEYANCE. SELLER agrees to sell and convey all of SELLER'S
right, title and interest in and to the Premises to BUYER, and BUYER agrees to
purchase the Premises from SELLER, at the price and upon the terms and conditions
hereinafter set forth.
3. EXECUTION OF AGREEMENT. Execution of this Agreement by BUYER must
occur on or before June 11, 2007 with the Agreement being delivered to SELLER
before 5 pm on such date.
4. TITLE. Title to the PREMISES shall be conveyed to BUYER by Statutory Deed.
BUYER'S obligation to close is contingent upon title to the Premises being good and
insurable, subject to easements and restrictions common to the platted area.
5. PURCHASE PRICE. The Purchase Price ("Purchase Price") for the Premises is
THREE HUNDRED SIXTY FIVE THOUSAND AND 00/100 DOLLARS $365,000.00,
payable by BUYER to SELLER. Concurrent, with the execution and delivery to
SELLER of this Agreement, BUYER shall pay to SELLER, as earnest money hereunder
("Earnest Money") t1:e sum of :"HIHTY SI:< THOUSAND FIVE HUNDRED AND 00/100
DOLLARS $36,500.00 representing ten percent, 10%, of the purchase price. The
balance, after credit of the Earnest Money and any prorations and adjustments, shall be
paid by BUYER to SELLER at closing of this transaction.
6. 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 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 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 PainVPaint 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. BUYER should not rely on Seller's current property taxes as the amount of
property taxes BUYER may be obligated to pay in the year following this purchase. A
change of ownership or property improvements triggers reassessment of the property
that could result in higher property taxes. If you have questions regarding valuation,
contact the County Property Appraiser for information.
7. DISCLAIMER OF WARRANTIES. BUYER understands and acknowledges that
BUYER is purchasing the Premises in an "AS IS" condition and specifically and
expressly without any warranties, representations or guarantees, either express or
implied, of any kind, nature, or type whatsoever from or on behalf of the SELLER. The
BUYER acknowledges and agrees that BUYER, in entering into this Agreement and
purchasing the Premises, is not relying on any representations made by SELLER
regarding the condition, future development potential, or use of the Premises. BUYER
further :;lo::!<nowl"ldges that BUYER has made and/or has been given an adequate
opportunity to make such legal, factual and other inquiries and investigations as BUYER
deems necessary, desirable or appropriate with respect to the Premises. Without in any
way limiting the preceding, BUYER' acknowledges and agrees that Buyer hereby
waives, releases and discharges any claim that Buyer has, might have had, or may
have against the SELLER with respect to the condition of the Premises.
8. PRORATIONS. ADJUSTMENTS and CLOSING COSTS.
A. The following items shall be prorated and adjusted between SELLER and
BUYER as of midnight of the day preceding closing:
1. All installments or special assessments payable after the closing,
whether for work commenced as of the closing or otherwise, shall be
paid exclusively by BUYER.
2. All other items required by any other provision of this Agreement to be
prorated or adjusted.
3. At tne closing, tile amount of proration and adjustments as aforesaid
shall be determined or estimated to the extent practicable and the
monetary adjustment shall be made between SELLER and BUYER.
All such prorations and adjustment shall be final.
B. BUYER hereby agrees to indemnify and hold harmless SELLER from and
against each obligation of SELLER for which, and to the extent that, credit has been
given to BUYER at the time of closing.
C. BUYER shall pay for all costs associated with this transaction including, but
not limited to the premium for lender and owners title insurance policies, charges for title
search, title examination, and the title continuation through the date of deed recording, a
survey (if desired by the buyer), documentary taxes, recording costs for the deed and
any curative instruments.
9. DEFAULTS AND TERMINATION. If BUYER defaults hereunder, then provided
SELLER is not in default, SELLER's sole remedy shall be to terminate this Agreement
by giving Written Notice thereof to BUYER, whereupon the Earnest Money shall be
retained by 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. The parties acknowledge and agree that SELLER'S actual damages in the event
of BUYER'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.
If SELLER defaults hereunder and such deiault has not been cured within thirty (30)
days after Written Notice of such default to SELLER, and provided BUYER is not in
default, BUYER may terminate this Agreement, whereupon the Earnest Money shall be
returned to BUYER within thirty (30) days of receipt of Written Notice of default and
neither party shall have any further liability or obligation to the other. Notwithstanding
anything contained in this Agreement to the contrary, the foregoing shall be BUYER'S
sole and exclusive remedy and shall preclude BUYER from the exercise of any other
remedy.
10. EXPENSES. Any and all costs and expenses incurred by SELLER in connection
with this transaction (excepting SELLER'S attorneys' fees and Real Estate
Commissions, if any), including, without limitation, recording fees, conveyance fees,
public notice cost, documentary and intangible taxes of every nature and kind
whatsoever, shall be borne and paid by BUYER.
11. INTERMEDIARIES. Any and all brokerage commissions or fees brought about by
the action of BUYER shall be the sole responsibility of the BUYER. BUYER shall
indemnify SELLER and hold SELLER harmless from and against any claim or liability
for commission or fees to any broker or any other person or party c!lliming to have been
engaged by BUYER as a real estate broker, salesman or representative, in connection
with this Agreement, including costs and reasonable attorneys' fees incident thereto.
This provision shall survive closing of this transaction.
12. CLOSING. Closing shall take place during normal business hours at the County
Attorney's Office, Collier County Courthouse, 3301 East Tamiami Trail, Naples, Florida,
34112 or such other location as SELLER may select, within 90 days from SELLER's
approval and execution of this Agreement.
13. GENERAL PROVISIONS.
A. This Agreement, including all exhibits attached hereto and documents to be
delivered pursuant hereto, shall constitute the entire agreement and understanding of
the parties, and there are no other prior or contemporaneous written or oral
agreements, undertakings, promises, warranties or covenants not contained herein.
B. This Agreement may be amended only by a written memorandum
subsequently execL!!9d by all of the partie~ hereto.
C. No waiver of any provision or condition of this Agreement by any party shall
be valid unless in writing signed by such party. No such waiver shall be taken as a
waiver of any other or similar provision or of any future event, act or default.
D. Time is of the essence of this Agreement. In the computation of any period
of time provided for in this Agreement or by law, any date falling on a Saturday, Sunday
or legal holiday shall be deemed to refer to the next day which is not a Saturday,
Sunday or legal holiday.
E. In the event that any provision of this Agreement shall be unenforceable in
whole or in part, such provision shall be limited to the extent necessary to render the
same valid, or shall be excised from this Agreement, as circumstances require, and this
Agreement shall be construed as if said provision had been incorporated herein as so
limited, or as if said provision had not been included herein, as the case may be.
F. Headings of paragraphs are for convenience of reference only, and shall not
be construed as a part of this Agreement.
G. This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto, and their respective heirs, executors, personal representatives,
successors and assigns, provided, however, that this Agreement may not be assigned
by BUYER without the prior express written consent of SELLER, which consent may be
withheld for any reason whatsoever.
H. Any and all notices permitted, or required to be given hereunder, shall be in
writing and shall be eit!1er perGonally delivered to t!1e party or shall be sent by United
States mail, postage prepaid, registered or certified mail to the following addresses.
Any such notice shall be deemed given and effective upon receipt or refusal of delivery
thereof by the primary party to whom it is to be sent.
If to SELLER:
With a copy to:
As to BUYER:
Transportation Engineering & Construction Management
Attn: Kevin Hendricks, Right-of-Way Acquisition Section
2885 South Horseshoe Drive
Naples, Florida 34104
Telephone 239-774-5874
Fax 239-213-5885
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
The First Baptist Church of Golden Gate
2741 Santa Barbara Blvd.
Naples, FL 34116
I. This Agreement shall be governed in all respects by the laws of the State of
Florida.
J. This Agreement may be executed in any number of counterparts, any or all
of which may contain the signatures of less than all of the parties, and all of which shall
be construed together as but a single instrument.
K. Possession of the Premises shall be delivered to the BUYER at closing.
L. The word "Closing" or words of similar import as used in this Agreement
shall be construed t,) mean the originally fixed time and closing date specified herein or
any adjourned time and date provided for herein or agreed to in writing by the parties, or
any earlier date permitted herein.
M. This Agreement is between SELLER and BUYER and no other party shall,
under any circumstances, be deemed to be a beneficiary of any of the terms and
conditions to be performed by SELLER pursuant to this Agreement.
N. All of the parties to this Agreement have participated fully in the negotiation
and preparation hereof; and, accordingly, this Agreement shall not be more strictly
construed against anyone of the parties hereto.
O. Neither this Agreement nor any memorandum or evidence hereof shall be
recorded in any public records by BUYER. If so recorded by BUYER, this Agreement
shall be deemed ipso facto canceled and terminated, the Earnest Money shall
thereupon be retained by or paid to SELLER as liquidated damages for such default,
and BUYER shall have no further interest in the Premises, pursuant to this Agreement
or otherwise.
P. Any prior agreements, representations, understandings or oral statements,
including, but not limited to rendering or representations contained in sales brochures,
maps, sketches, advertising or sales materials, and oral statements of sales
representatives, if not expressed in this Agreement, are void, have no effect, and have
not been relied upon by BUYER.
14. OTHER PROVISIONS:
A. In the event this Agreement is not approved by SELLER, then SELLER shall
return the Earnest Money to BUYER within thirty (30) days of such non-approval by
SELLER.
B. SELLER has the right to maintain possession of the property until the day of
closing.
C. Buyer acknowledges receipt of a 2006 home inspection report and is aware
that the Seller has not occupied or leased the residence since the date of the inspection
report.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day and year first above written.
AS TO SELLER:
DATED:J;',~ 2l.\, 200'/
ATTEST:. ':;"'"
DWI(lH'I't;':~K, Clerk
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BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLO IDA,
BY:
MES COLETTA, Chairman
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legal ufficiency:
lien T. Chadwell
Assistant County Attorney