Parcel 120FEE, 121FEE, 122FEE & 123FEE PROJECT: 60246 - Lake Park Flow Way
PARCEL: 120FEE, 121FEE, 122FEE, 123FEE
FOLIOS: 00766320008, 00764000003, 00770080208, 00766280009
PURCHASE AND SALE AGREEMENT
(with contingency for Seller's purchase of Replacement Site)
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THIS PURCHASE AND SALE AGREEMENT ("Agreement") is entered into this 22 day of 11„r.11 ,
2022, by and between GREATER NAPLES FIRE RESCUE DISTRICT, an independent special fire control
district created under the laws of the State of Florida (successor by merger to East Naples Fire Control and
Rescue District), whose mailing address is 14575 Collier Boulevard, Naples, FL 34119 ("Seller"), and
COLLIER COUNTY, a political subdivision of the State of Florida, whose mailing address is 3299 Tamiami
Trail East, c/o County Attorney's Office, Suite 800, Naples, FL 34112 (the"County").
Recitals:
A. By virtue of a Deed recorded on April 4, 2008, in Official Records Book 4346 at Page 968, of the
Official Records of Collier County, Florida, Seller owns certain real property in Collier County, Florida,
consisting of 4 parcels of vacant land as more particularly described on the attached Exhibit"A"(the"Property").
B. The County desires to purchase the Property from Seller, and Seller desires to sell the Property
to the County, on the condition that Seller is able to enter into a separate purchase contract(the"Replacement
Site Contract") and simultaneously close on the purchase of certain real property across the street owned by
ELAH Holdings LLC containing approximately 8.75 acres (the"Replacement Site").
NOW THEREFORE, the parties agree as follows:
1. AGREEMENT TO SELL AND PURCHASE; SELLER'S RIGHT TO TERMINATE IF
CONTINGENCY NOT SATISFIED.
A. Agreement to Sell and Purchase Property. Seller hereby agrees to sell the Property to the
County and the County hereby agrees to purchase the Property from Seller on the terms and conditions set
forth in this Agreement.
B. Seller's Right to Terminate if Contingency is not Satisfied; Outside Termination Date. The parties
acknowledge that Seller has agreed to sell the Property to the County only if the Seller is able to simultaneously
close on the purchase of the Replacement Site. Notwithstanding anything in this Agreement to the contrary,
if for any reason Seller does not enter into the Replacement Site Contract, or if Seller enters into the
Replacement Site Contract but the Replacement Site Contract is subsequently terminated, or if, for any other
reason whatsoever, the closing under the Replacement Site Contract does not occur, Seller shall have the
right to terminate this Agreement by giving written notice thereof to the County, whereupon neither party shall
thereafter have any rights or obligations under this Agreement. If this Agreement is not terminated but for any
reason the Closing (defined below) has not occurred by December 31, 2022, then, absent a written extension
signed by both parties, this Agreement shall automatically terminate on such date.
2. COMPENSATION.
A. Amount. The compensation payable by the County for the Property shall be $690,000, subject
to prorations, apportionments, and distribution of sales proceeds provided for in this Agreement. No portion
of the compensation is attributable to personal property.
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B. Full Compensation. The payment of the net sales proceeds to Seller, payable by check or wire
transfer to Seller or Seller's designated closing agent at such time necessary to effectuate Closing, shall be (i)
full compensation for the Property, including, without limitation, any and all improvements located on the
Property as of the date of this Agreement; and (ii)full and final settlement of all other damages and expenses
suffered or incurred by Seller in connection with Seller's conveyance of the Property to the County, whether
foreseen or unforeseen, including, without limitation, and to the extent applicable, attorneys' fees, expert
witness fees and costs as provided for in Chapter 73, Florida Statutes.
3. CLOSING DATE; POSSESSION.
A. Closing Date. Seller's conveyance of the Property to the County (the"Closing") shall occur on
a date to be designated by Seller. Seller shall give the County no less than 60 days prior written notice of the
designated Closing date. Upon determination of the Closing date, the parties shall finalize and execute the
Closing Documents(defined below). The Closing shall take place at the offices of the County's Transportation
Engineering Division, 2885 Horseshoe Drive South, Naples, Florida 34104.
B. Risk of Loss. Between the date of the parties'execution of this Agreement and the Closing, risk
of loss shall be borne by Seller, such that, if any property damage shall occur during that period, other than
damage caused by the County, Seller shall repair and restore the Property at Seller's expense.
C. Surrender of Possession. Seller shall vacate and surrender possession of the Property to the
County at Closing. Seller, at its sole expense, shall pay any and all utility expenses (e.g., electricity, gas,
water, sewer, phone, internet, cable), maintenance and repair expenses, cost of pest control, landscaping,
security, and other routine services, and all other expenses associated with the Property that accrue through
the date of Closing. At Closing, Seller shall leave the Property free of all personal property and debris and in
substantially the same condition as exists on the date of Seller's execution of this Agreement. The County
shall have the right to conduct a final inspection of the Property within 15 days prior to Closing.
4. CLOSING DOCUMENTS. As soon after the parties' execution of this Agreement as is possible,
Seller shall provide the County with a copy of Seller's property survey and title insurance policy for the Property,
if any. At least 30 days prior to the designated Closing date, Seller shall deliver the following documents to
the County, properly executed and in a form approved by the Collier County Attorney's Office (the "Closing
Documents"):
(a) Warranty Deed;
(b) Closing Statement;
(c) Affidavit of Title;
(d) Form W-9 (Request for Taxpayer Identification Number and Certification);
(e) Evidence of legal authority and capacity of the individual executing this Agreement on behalf of
Seller to execute and deliver the Closing Documents;
(f) A Satisfaction or Release from the holder of each mortgage open of record encumbering the
Property;
(g) Evidence of termination of any leases or rental agreements that encumber the Property;
(h) A termination or vacation of any existing easement that encumbers the Property, if required by
the County; and
(i) Such other documents as the County or title company deems necessary or appropriate to clear
title to the Property.
Following the Closing, Seller shall execute any and all additional documents as may be requested by the
County or title company to correct clerical errors, clear title, or otherwise carry out the intent of the parties.
5. CLOSING COSTS AND DEDUCTIONS.
A. County's Closing Costs. At Closing, the County shall pay (i) the recording fees to record the
conveyance instrument(s)and any curative instruments required to clear title, and(ii)for the cost of an owner's
policy of title insurance if the County elects to obtain one.
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B. Seller's Closing Costs. At Closing, Seller shall pay (i) all state documentary stamp taxes
required on the conveyance instrument(s) in accordance with Section 201.01, Florida Statutes, unless the
Property is acquired under the threat of condemnation, in which case the conveyance is exempt from state
documentary stamp taxes; (ii) the cost of discharging any outstanding mortgages and other indebtedness
secured by a lien on the Property; (iii) all taxes and assessments that are due and payable; and (iv) the full
amount of any condominium/homeowner association special assessments and governmentally imposed liens
or special assessments (other than CDD/MSTU assessments) which are a lien or a special assessment that
is certain as to the identity of the lienor or assessor, the property subject to the lien or special assessment, and
the amount of the lien or special assessment. If the Property is located within a Community Development
District ("CDD") or Municipal Service or Benefit Taxing Unit ("MSTU"), the County shall assume any
outstanding capital balance.
C. Prorations. The following items shall be prorated as of the date of Closing, with the County
entitled to the day of Closing: (i) ad valorem and non-ad valorem taxes based upon the most current
assessment available, without discount, provided that if the current year's tax bill is not yet available, but a
TRIM Notice has been issued,the ad-valorem taxes shall be prorated based upon the amount set forth therein;
(ii) any condominium/homeowner association assessments (other than those required to be paid in full under
subparagraph B of this paragraph), and (iii) CDD/MSTU operating and maintenance assessments.
6. COUNTY'S 90-DAY DUE DILIGENCE PERIOD.
A. Due Diligence Period. For a period of 90 days after the date of the County's execution of this
Agreement(the "Due Diligence Period"), the County shall have the right, at its sole cost, to conduct whatever
investigations and inspections of the Property that it deems appropriate, including, without limitation, a title
examination, property survey, appraisal, environmental assessments, engineering studies, soil borings,
determination of compliance of the Property with applicable laws, and the like. Seller shall provide the County
with reasonable access to the Property during the Due Diligence Period to conduct on-site inspections. The
County shall promptly repair any damage to the Property caused by such inspections.
B. Right to Terminate During Due Diligence Period. Notwithstanding anything in this Agreement to
the contrary, the County's obligations under this Agreement to acquire the Property are contingent upon the
County's satisfaction with the Property, including,without limitation, as revealed by the County's investigations
and inspections. If the County identifies any objectionable matters and determines that such objections cannot
be resolved to the County's satisfaction through reasonable diligence, within a reasonable period of time, and
at a reasonable cost, all as determined by the County in its sole discretion, the County shall have the right to
terminate this Agreement by giving written notice thereof to Seller no later than the last day of the Due Diligence
Period,whereupon neither party shall thereafter have any rights or obligations under this Agreement. Provided
that following the expiration of the Due Diligence Period there are no subsequent adverse changes in Seller's
title to the Property, the physical condition of the Property, or other salient matters previously approved by the
County during such Period, the County's right to terminate this Agreement under this paragraph shall lapse
upon the expiration of the Due Diligence Period.
7. SELLER'S REPRESENTATIONS AND WARRANTIES. Seller makes the following
representations and warranties on the date of Seller's execution of this Agreement, and shall be deemed to
have repeated same at Closing:
(a) Seller is the sole owner of fee simple title to the Property and has full right, power, and authority
to own and operate the Property, to execute this Agreement, and to fulfill Seller's obligations
under this Agreement and the Closing Documents.
(b) No tenant or other party has any right or option to acquire the Property or to occupy the Property.
(c) Seller's title to the Property is free and clear of all mortgages and other liens and encumbrances,
except as may be disclosed in the title commitment, title report, or attorney title opinion obtained
or to be obtained prior to the Closing.
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(d) Between the date of Seller's execution of this Agreement and the Closing, Seller shall not do
anything to encumber the title to the Property, or convey the Property to a third party, or grant
to any third party any rights of any kind with respect to the Property, or do anything to change
or permit to be changed the physical condition of the Property,without in each instance obtaining
the County's prior written consent, which may be granted or withheld in the County's sole
discretion.
(e) No maintenance, construction,advertising, management, leasing,employment, service,or other
contracts affecting the Property shall remain in effect following the Closing.
(f) There are no governmental proceedings or investigations of any kind, formal or informal, civil or
criminal, pending or threatened, that may affect the Property or adversely affect Seller's ability
to perform Seller's obligations under this Agreement.
(g) The Property is in compliance with all federal, state and local laws, including, without limitation,
environmental laws; no unsafe levels of radon, mold, lead, or other pollutants or hazardous
substances have been used, generated, stored, treated, or removed from the Property, nor is
there any lawsuit, proceeding, or investigation regarding same; the Property has never been
used as a landfill, and there are no underground storage tanks on the Property; there has been
no spill, contamination, or violation of environmental laws pertaining to any contiguous property;
and Seller has not received notice and otherwise has no knowledge of any existing or threatened
environmental lien against the Property.
(h) Seller has not utilized a real estate broker or agent in connection with Seller's sale of the Property
to the County and no real estate sales commission is due.
(i) None of the improvements located on the Property, if any, encroach upon adjoining properties,
and no improvements located on adjoining properties encroach upon the Property.
8. DEFAULT; REMEDIES. If either party fails to perform any of its obligations under this Agreement
and fails to cure such failure within 15 days after receiving written notice thereof from the non-defaulting party,
the non-defaulting party shall have the right to terminate this Agreement by giving written notice of termination
to the defaulting party; without limitation of any other rights and remedies available to the non-defaulting party
at law or in equity, including,without limitation, the right to seek specific performance, and to recover damages,
including attorney fees and court costs, in connection with such default; all rights and remedies being
cumulative. Seller shall indemnify, defend, and hold the County harmless from and against all claims and
actions asserted against, and all damages, losses, liability, penalties, fines, costs and expenses, including,
without limitation, attorney fees and court costs, suffered or incurred by the County if any of Seller's
representations and warranties in this Agreement or in any of the Closing Documents are untrue, or arising
from Seller's failure to perform any of Seller's obligations under this Agreement, irrespective of whether the
County delivers a written notice of default to Seller, or arising from any injuries, accidents or other incidents
occurring at the Property prior to Closing.
9. NOTICES. All notices given by either party to the other under this Agreement shall be in writing
and shall be personally delivered, or delivered by a traceable courier, or mailed by U.S. certified mail, to the
parties at their respective addresses set forth in the introductory paragraph of this Agreement, or such other
address as may be specified by either party from time to time by written notice to the other party. Notices shall
be deemed given on the date of receipt if personally delivered or delivered by courier, or 3 days after mailing.
10. GENERAL PROVISIONS.
A. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the
parties and their respective heirs, executors, personal representatives, successors and permitted assigns.
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B. Assignment. The parties shall not assign any rights or obligations under this Agreement to a
third party without the prior written consent of the other party.
C. Entire Agreement. This Agreement constitutes the entire agreement of the parties as pertains
to the subject matter hereof, and there are no prior or contemporaneous written or oral agreements,
undertakings, promises, warranties, or covenants not contained herein.
D. Amendments. All amendments to this Agreement must be in writing and signed by both parties.
E. Time Periods. If any deadline or expiration of any time period provided for hereunder falls on a
Saturday, Sunday or legal holiday, such deadline or expiration shall be extended to the following business day.
F. Survival. All provisions of this Agreement that are not, or by their nature cannot be, performed
prior to the Closing, including, without limitation, Seller's representations, warranties, and indemnity
obligations, shall survive the Closing.
G. Severability. If any provision of this Agreement is determined to be legally invalid or
unenforceable, such provision shall be severed from this Agreement, and the remaining provisions of this
Agreement shall remain in full force and effect.
H. No Waiver. No party shall be deemed to have waived its right to enforce any specific provision
of this Agreement unless such waiver is in writing. Any such written waiver shall be applicable only to the
specific instance to which it relates and shall not be construed as a continuing waiver as to future instances or
as a waiver of any other provision.
I. Governing Law; Venue. This Agreement shall be governed and construed in accordance with
the laws of the State of Florida. All disputes arising under this Agreement shall be brought solely in the courts
in Collier County, Florida, and the parties hereby agree to said venue.
[signature page follows]
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IN WITNESS WHEREOF, the parties have executed this Agreement on the dates indicated below,
effective as of the date this Agreement is executed by the County.
Date: c2 f!D Ala . 2022 SELLER:
GREAT R AP SCU ISTRICT
By:
K vin Gerri , hairman
Date: idiot* C- , 2022 THE COUNTY:
ATTEST:
CRYSTAL K. KINZEL, Clerk of the BOARD OF CO • MISSIONERS
Circuit Court&Comptrgller COLLLIIERR/CCU i `/, FLORI I -
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By: �C By: � �'
.40
Deputy,Clerk
Attest as t �nan!s Gilliam L. McDaniel, Jr., Chairman
signature'...c,nly, .
Approved as to form and legality:
r)
.5)7 f" --.
Jennifer A. Belpedio j`
Assistant County Attorney fa-\�
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Exhibit "A"
Parcel 1: Beginning at the % corner Section 17 and 20, South 0°01'20" West 615.43 feet to
a concrete marker on the South Right-of-Way line of U.S. Highway 41; thence
North 53°40'50" West 851.32 feet to an iron pin being the POINT OF BEGINNING;
thence South 36°19'10" West 400.0 feet to an iron pin;
thence North 53°40'50" West 100.0 feet to an iron pin:
thence North 36°19'10" East 400.0 feet to an iron pin;
thence South 53°40'50" East 100.0 feet to an iron pin,
being the POINT OF BEGINNING, all in Section 20, Township 51 South, Range
27 East, Collier County, Florida.
Parcel ID: 00770080208
Parcel 2: Beginning at the % corner Section 17 and 20, South 0°01'20" West 615.43 feet to
a concrete marker on the South Right-of-Way line of U.S. Highway 41; thence
North 53°40'50" West 851.32 feet to an iron pin being the POINT OF BEGINNING;
thence South 36°19'10" West 400.0 feet to an iron pin;
thence South 53°40'50" East 100.0 feet to an iron pin;
thence North 36°19'10" East 400.0 feet to an iron pin;
thence North 53°40'50" West 100.0 feet to an iron pin,
being the POINT OF BEGINNING, all in Section 20, Township 51 South, Range
27 East, Collier County, Florida.
Parcel ID: 00764000003
Parcel 3: Beginning at the North '/4 corner of Section 20, Township 51 South, Range 27 East,
and run South 0°01'20" West 615.43 feet to a concrete monument on the
Southwestern boundary of the Tamiami Trail; thence North 53°40'50" West
551.32 feet to the POINT OF BEGINNING; thence continue North 53°40'50"
West 200 feet to a point; Thence South 36°19'10" West 200 feet to a point;
thence South 53°40'50" East 200 feet to a point; thence North 36°10'10" East
200 feet to the point of beginning.
Parcel ID: 00766280009
Parcel 4: Beginning at the North '/4 corner of Section 20, Township 51 South, Range 27 East,
and run South 0°01'20" West 615.43 feet to a concrete monument on the South
Western boundary of the Tamiami Trail; thence North 53°40'50" West 751.32
feet to a point; thence South 36°19'10" West 200 feet to a POINT OF
BEGINNING; thence continue South 36°19'10" West 200 feet to a point; thence
South 53°40'50" East 200 feet to a point; thence North 36°19'10" East 200 feet
to a point; thence North 53°40'50" West 200 feet to the POINT OF
BEGINNING.
Parcel ID: 00766320008
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