Agreement for Sale
AGREEMENT FOR SALE AND PURCHASE
lOC
THIS AGREEMENT is made and entered into by and between Morande Enterprises
Inc, a Florida corporation (hereinafter referred to as "Seller"), and Collier County, a
political subdivision of the State of Florida,(hereinafter referred to as "Purchaser").
WITNESSETH
WHEREAS, Seller is the owner of that certain Lease/Agreement to Purchase dated
January 18, 2002 (the "Lease Agreement"), which provides for Seller to purchase
certain improved real property, located in Collier County, State of Florida, and being
more particularly described in Exhibit "A", attached hereto and made a part hereof by
reference.
WHEREAS, Purchaser is desirous of purchasing the Property from Seller once Seller
has acquired good and marketable title to the Property, subject to the conditions and
other agreements hereinafter set forth, and Seller is agreeable to such sale and to such
conditions and agreements.
NOW, THEREFORE, and for and in consideration of the premises and the respective
undertakings of the parties hereinafter set forth and the sum of Ten Dollars ($10.00),
the receipt and sufficiency of which is hereby acknowledged, it is agreed as follows:
I. AGREEMENT
1.01 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 described in Exhibit "A," together with all rights, privileges,
tenements, hereditaments and appurtenances pertaining to the land, and all buildings,
structures, other improvements, and those trade fixtures listed on Exhibit "B" (the
"Fixtures") attached hereto (hereinafter "Property").
II. PAYMENT OF PURCHASE PRICE
2.01 The purchase price (the "Purchase Price") for the Property shall be EIGHT
MILLION THREE HUNDRED FORTY NINE THOUSAND SIX HUNDRED DOLLARS
($8,349,600) (U.S. Currency) payable at time of closing.
III. CLOSING
3.01 The Closing (THE "CLOSING DATE", "DATE OF CLOSING", OR "CLOSING") of
the transaction shall be held on or before December 29, 2006, 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. The procedure to be followed by the parties in connection with the Closing
shall be as follows:
1
IOC
3.011 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 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:
3.0111 Special 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.
3.0112 Combined Purchaser-Seller closing statement.
3.0113 A "Gap," Tax Proration, Owner's and Non-Foreign 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.
3.0114 A W-9 Form, "Request for Taxpayer Identification and
Certification" as required by the Internal Revenue Service.
3.0115 An affidavit asserting proper notice to creditors of sale of the
Property with no objection, an Order approving sale of property by
bankruptcy court and any other documents necessary to convey a
marketable and insurable title and consummate this transaction as
reasonably determined by Purchaser's counselor title company.
3.0116 A Public Disclosure Affidavit as required by s. 286.23, Fla. Stat.,
disclosing all beneficial owners of the Seller.
3.012 At the Closing, the Purchaser, or its assignee, shall cause to be
delivered to the Seller a negotiable instrument (County Warrant) in an amount
equal to the Purchase Price subject to adjustments for all pro-rations and
closing costs as set forth herein. 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 Section 4.011 thereto, 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.
3.02 Each party shall be responsible for payment of its own attorney's fees. To the
extent that transfer of the Property will be pursuant to the plan of reorganization of the
Seller and not subject to taxation under any state or local law imposing a stamp,
transfer or similar tax in accordance with Sections 1146(c) and 1 05(a) of the Bankruptcy
Code, documentary stamps will not be paid by Seller. Seller agrees to include a
2
provIsion in the deed transferring title to the Property which restates the exemptioJ 0 C
provided by Section 1146(c) of the Bankruptcy Code. Seller shall pay 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 pursuant to the Commitment provided for in
Section 4.011 below, shall be paid by Purchaser. The cost of the title commitment shall
also be paid by Purchaser.
3.03 Purchaser shall pay for the cost of recording the 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.
IV. REQUIREMENTS AND CONDITIONS
4.01 Upon execution of this Agreement by both parties (the "Effective Date") 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.
4.011 Within fifteen (15) days of the Effective Date, Purchaser shall obtain, as
evidence of title, an AL TA Commitment for an Owner's Title Insurance Policy
(AL T A 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.
4.012 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 twenty (20) 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 twenty(20) day
period, may accept title as it then is, waiving any objection; 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 exceptions to title as shown in the title
commitment.
4.013 Seller agrees to furnish any existing surveys of the Property in Seller's
possession to Purchaser within ten(10) days of the Effective Date of this
Agreement. Purchaser shall have the option, at its own expense, to obtain a
3
lOr"
'. "..i
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, within seven (7) days of
receipt of said written notice from Purchaser. Purchaser shall have sixty (60)
days from the Effective Date of this Agreement to notify Seller 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 said
seven (7) day period, Purchaser, by providing written notice to Seller within
seven (7) days after expiration of said seven (7) 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.
4.014 Anything to the contrary not contained herein notwithstanding,
Purchaser acknowledges that: a) Seller is a debtor in possession in the
Chapter 11 bankruptcy case styled In re Morande Enterprises, Inc., Case No.
9:05-bk-00699-ALP (the "Bankruptcy Case"), pending in the United States
Bankruptcy Court for the Middle District of Florida, Tampa Division (the
"Bankruptcy Court"), and (b) Seller's obligations contained herein are subject
to the prior approval by order of the Bankruptcy Court authorizing the sale of
the Property and the consummation of the transaction contemplated in this
Agreement. Seller currently intends to obtain such approval by including the
Agreement in its plan of reorganization and/or any amendments thereto.
4.015 Purchaser understands and agrees that Purchaser is purchasing the
Property subject to Code Enforcement action, CEB No. 2004-002, and
Gallman Oldsmobile Dealership PUD violations which Buyer maintains exist
against the Property as of the Effective Date of this Agreement. Seller
understands and agrees that Purchaser, at it sole option, has the right to
terminate this Agreement should any additional code violations be filed
against the Property between the Effective Date and Closing Date. Seller
further understands and agrees that if Purchaser instead elects to close this
transaction despite any additional code violations being filed against the
Property between the Effective Date and the Closing Date, the Purchase Price
shall be reduced by an amount equal to the costs to satisfy such code
violations thereby reducing the Net Cash to Seller due at Closing. Seller
remains responsible for completing PUD Monitoring reports for 2005 and
2006.
4
I" 0'\
" ,
" ,
'v
4.016 Purchaser understands that Seller is the owner of an option to purchase
the Property pursuant to a Lease/Agreement to Purchase dated January 18,
2002, by and between FRVG, LLC ("FRVG") and the Seller (the "Option").
The Seller shall file a motion to assume such Option in the Bankruptcy Case
prior to the Closing date and shall obtain good and marketable title from
FRVG, LLC, prior to the Closing. Seller's failure to obtain good and
marketable title from FRVG, LLC, shall constitute grounds for termination of
this Agreement by Purchaser and shall not entitle Seller to damages provided
in 10.02 below.
4.017 Closing is contingent upon Purchaser obtaining a Letter of Zoning
Verification from the Director of Zoning determining the intended uses of as
CAT and Para-Transit administrative offices, vehicle maintenance and
servicing, Para-Transit storage and parking and vehicle dispatch. Purchaser
shall have until December 15, 2006, to obtain approval or to otherwise
terminate this Agreement without penalty. If Purchaser fails to terminate this
Agreement by December 15, 2006, Purchaser shall be deemed to have
waived its rights under this provision, and Closing will occur no later than
December 29, 2006.
V. APPRAISAL PERIOD----DELETED.
VI. INSPECTION PERIOD
6.01 Seller is selling Property in "as is" condition. Purchaser shall have sixty (60) days
from the Effective Date of this Agreement, ("Inspection Period"), to determine through
appropriate investigation that:
6.011. Soil tests and engineering studies indicate that the Property can be
developed without any abnormal demucking, soil stabilization or foundations.
6.012. The Property is in compliance with all applicable State and Federal
environmental laws and the Property is free from any pollution or
contamination.
6.013. The Property can be utilized for its intended purpose. To the extent the
time periods for exercise of termination rights set forth in Section 4.017 conflict
with this provision, Section 4.017 shall govern.
6.014. All structures and improvements on the property are sound, and all
systems, Fixtures and appliances are in good and safe operating condition.
6.02 If Purchaser is not satisfied, for any reason whatsoever, with the results of any
investigation, Purchaser shall deliver to Seller prior to the expiration of the Inspection
Period, written notice of its intention to terminate this Agreement. The fact that Seller is
selling the Property "as is" does not affect Purchaser's ability to terminate this
Agreement for any reason whatsoever during the Inspection Period. If Purchaser fails
to notify the Seller in writing of its specific objections as provided herein within the
Inspection Period, it shall be deemed that the Purchaser is satisfied with the results of
5
IOC
its investigations and the contingencies of this Article VI shall be deemed waived. In the
event Purchaser elects to terminate this Agreement because of the right of inspection,
Purchaser shall deliver to Seller copies of all engineering reports and environmental
and soil testing results commissioned by Purchaser with respect to the Property.
6.03 Purchaser and its agents, employees and servants shall, at their own risk and
expense, have the right to go upon the Property for the purpose of surveying and
conducting site analyses, soil borings and all other necessary investigation. Purchaser
shall, in performing such tests, use due care. Seller shall be notified by Purchaser no
less than twenty four (24) hours prior to said inspection of the Property.
VII. INSPECTION
7.01 Seller acknowledges that the Purchaser, or its authorized agents, shall have the
right to inspect the Property at any time prior to Closing and during Seller's possession
of the Property pursuant to 8.01.
VIII. POSSESSION and RISK OF LOSS
8.01 Purchaser shall be entitled to full possession of the Property at Closing, however,
Purchaser agrees to allow Seller thirty (30) days from Closing to vacate the Property
and remove all personal property not listed on Exhibit "B." The Property shall be
delivered to Purchaser broom clean and free of all debris and refuse. All property not
listed on Exhibit "B" shall be removed by Seller no later than thirty (30) days after
Closing. Any such property remaining thirty (30) days after the date of Closing shall
be deemed abandoned by Seller and will become the property of the Purchaser.
8.02 Seller shall maintain the Property (including all improvements, structures and
Fixtures) in the condition existing on the Effective Date, except for ordinary wear and
tear, until thirty (30) days after Closing, or such time as Seller vacates the premises as
contemplated herein, whichever is earlier. Any future loss and/or damage to the
Property, as defined in 1.01, between the Effective Date and the date of vacation, shall
be at Seller's sole risk and expenses. Seller agrees to maintain adequate casualty
insurance on the Property until such time as it vacates the premises.
IX. PRORATIONS
9.01 Ad valorem taxes next due and payable, after closing on the Property, shall be
prorated at Closing based upon the gross amount of 2006 taxes, and shall be paid by
Seller.
X. TERMINATION AND REMEDIES
10.01 If Seller shall have failed to perform any of the covenants and/or agreements
contained herein which are to be performed by Seller, within ten (10) 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.
6
lOC
10.02 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,
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 $30,000 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 paragraph 13.01, (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.
10.03 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.
XI. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES
11.01 Seller and Purchaser represent and warrant the following:
11.011 Seller and Purchaser have 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.
11.012 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.
11.013 The warranties set forth in this Article shall be true on the 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.
11.014 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 that could, if continued, adversely affect Seller's ability to sell the
Property to Purchaser according to the terms of this Agreement.
7
.oc
,..
11.015 No party or person other than Purchaser has any right or option to
acquire the Property or any portion thereof during the term of the Lease
Agreement and subject to the terms therein.
11.016 Until the date fixed for Closing, so 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.
11.017 Seller represents that there are no incinerators on the Property. 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
has no actual knowledge of underground storage tanks for gasoline or any
other substances being 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.
11.018 Seller has no knowledge that the Property and 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, excepting the subject matter of Collier County
Code Enforcement Board Case No. 2004-002.
11.019 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.
11.020 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
8
1
'I:'
.<Jib
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.
11.021 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 change
the zoning or physical condition of the Property or the governmental
ordinances or laws governing same. Seller also agrees to notify Purchaser
promptly of any change in the facts contained in the 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.
11.022 At the Closing, Seller shall deliver to Purchaser a statement
(hereinafter called the "Closing Representative Statement") reasserting the
foregoing representations as of the Date of Closing, which provisions shall
survive the Closing.
11.023 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.
XII. NOTICES
12.01 Any notice, request, demand, instruction or other communication to be given to
either party hereunder shall be in writing and sent by facsimile, with automated
confirmation, hand delivery or registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:
9
If to Purchaser:
With a copy to:
If to Seller:
With a copy to:
With a copy to:
Charles E. Carrington, Jr.
Real Estate Services
Facilities Management Bldg, "W"
3301 Tamiami Trail East
Naples, Florida 34112
Tele: (239) 774-8475
Fax: (239) 793-3795
lOl.
Ellen T. Chadwell
Assistant County Attorney
Office of the County Attorney
Administration Building
3301 Tamiami Trail East
Naples, Florida 34112
James A. Morande, Jr.
Morande Enterprises, Inc.
8300 Radio Road
Naples, Florida 33942
Tele: (239) 455-5191
Fax: (239) 354-1132
Lisa Schiller, Esq.
Rice Pugatch Robinson, & Schiller, PA
Tower 101, Suite 1800
101 Northeast Third Ave.
Ft. Lauderdale, Florida 33301
Gregory L. Urbancic
Goodlette Coleman & Johnson
Northern Trust Bank Building, Suite 300
4001 Tamiami Trail North
Naples, Florida 34102
12.02 The names, numbers and addresses set forth above 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 name, number or address, unless and until
such written notice is received, the last addressee, respective address or number stated
herein shall be deemed to continue in effect for all purposes.
12.03 Notice shall be deemed received upon physical receipt or upon 5:00 p.m. on the
third (3rd) day after certified or registered mail has been postmarked by U.S. Postal
Service.
XIII. REAL ESTATE BROKERS
13.01 Any and all brokerage commissions or fees shall be the sole responsibility of the
Seller. Seller has retained Coldwell Banker Commercial NRT and agrees to indemnify
Purchaser and hold Purchaser harmless from and against any claim or liability for
10
10C
commission or fees due Coldwell Banker Commercial NRT and/or any broker or any
other person or party claiming to have been engaged by Seller as a real estate broker,
salesman or representative or a procuring cause of this Agreement.
XIV. MISCELLANEOUS
14.01 This Agreement may be executed in any manner of counterparts which together
shall constitute the agreement of the parties.
14.02 This Agreement and the terms and provisions hereof shall be effective as of the
date this Agreement is executed by both parties and shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, executors, personal
representatives, successors, successor trustee, and assignees whenever the context
so requires or admits.
14.03 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.
14.04 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.
14.05 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.
14.06 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.
14.07 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.
14.08. In the event this transaction is not exempt pursuant to Sections 1146(c) and
105(a) of the Bankruptcy Code, Seller shall be responsible for documentary stamps in
accordance with s. 201.01, Fla. Stat.
14.09. This Agreement is governed and construed in accordance with the laws of the
State of Florida. The United States Bankruptcy Court for the Middle District of Florida
shall have jurisdiction over all claims, controversies, disputes or other matters arising
out of or related to this transaction or this Contract or its breach. Purchaser agrees that
venue shall be in the Middle District of Florida.
11
--- -_.__._~--,._._,~--------,,-----'-'-'-"""-'-'-"--'.',--_. .. -_._-~.-.._^-,,--"-~,._--
XV. ENTIRE AGREEMENT
lOC
15.01 This Agreement and the exhibits attached hereto contain the entire agreement
between the parties, and no promise, representation, warranty or covenant not included
in this Agreement or any such referenced agreements has been or is being relied upon
by either party. 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.
TIME IS OF THE ESSENCE on this Agreement.
[signature page follows]
12
IN WITNESS WHEREOF, the parties hereto have signed below.
AS TO PURCHASER:
DATED: I 0 laJD~
ATTEST: .
.D~~~
~S \ i.' ..~, , 'Deputy Clerk
S1\J11lltur.uA!o" '
AS TO SELLER:
,~
/ (Signatur~) __
L 4-S~ f.,.., ,-~ eke.
(Printed Name) .~
~7 /'//
~ ~~ c::aL
)Signature)
~/ ,An-; aJ .#7'C! /VAi'-.
(Printed Name)
Approved as to form and
legal sufficiency:
~iJ! ~fY.j~_
EI en T. Chadwell
Assistant County Attorney
~.
lOC
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
.~ :/-"'~ /'""7
BY:-~ ~?::;?,./
Frank Halas, Chairman
~
TERPRISES, INC.
13
., President
Item #
[IOC
-
lo{{~
EXHIBIT "A"
10
LEGAL DESCRIPTION OF PROPERTY
Being a portion of the NW ';4 of the NW ';4 of Section 3, Township 50 South, Range 26
East, Collier County, Florida; and being more particularly described as follows:
Commence at the Northwest corner of said Section 3, run thence N89054'20"E along
the Northerly line of said Section 3, 440.57 feet; thence SOoo05'40"E 50.00 feet to the
POINT OF BEGINNING, and also being in the Southerly right-of-way line of Radio
Road (C.R. 856); thence N89054'20"E along said Southerly right-of-way line, 380.65
feet; thence S00031 '13"W, 1147.78 feet, to the Northerly right-of-way line of State Road
84, said Northerly right-of-way line being a curve to the Southwest, having a radius of
2939.79 feet, and whose chord bears S32055'16"W for 187.70 feet; thence along the
arc of said curve 187.73 feet; thence N48009'02"W 357.67 feet; thence NOoo05'40"W
1 066.00 feet to the POINT OF BEGINNING;
LESS AND EXCEPT THE FOLLOWING DESCRIBED PARCEL:
A parcel of land lying in Section 3, Township 50 South, Range 26 East, Collier County,
Florida, and being more particularly described as follows: Commencing at the
Northwest corner of said Section 3, thence N89053'12"E along the Northerly line of said
Section 3 for a distance of 440.57 feet; thence leaving said Northerly line SOoo06'48"E
for a distance of 50.00 feet to an intersection with the existing Southerly right-of-way
line of Radio Road (C.R. 856) to the POINT OF BEGINNING of the herein described
parcel of land;
Thence N89053'12"E along said Southerly right-of-way line for a distance of 380.65
feet; thence leaving said Southerly line SOo030'11"W for a distance of 42.62 feet to a
point of intersection with a non-tangent curve from which the radius point bears
S11009'05"W; thence Northwesterly along said curve, concave Southwesterly, having a
radius of 914.64 feet, a central angle of 11015'53" for an arc distance of 179.82 feet to a
point of tangency; thence S89053'12"W for a distance of 201.52 feet; thence
NOoo06'48"W for a distance of 25.00 feet to the POINT OF BEGINNING.
Containing 10.04 acres, more or less.
14
EXHIBIT "B"
lac
TRADE FIXTURES
All in-ground and above-ground vehicle lifts.
Auto paint booth.
Bulk oil tank delivery system including all hose reel assemblies and dispensers.
Waste oil tank and vacuum system.
Compressed air systems including the two existing compressors and delivery systems
including hose reels.
15