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Parcel 206 Project: Oil Well Road Project #60044 Parcel: 206 Folio: 39950400006 10: ~.1 AGREEMENT FOR SALE AND PURCHASE THIS AGREEMENT is made and entered into on this tJ.7 day of ~./' ,2007, by and between LEONARD C. MILCHUK, SR. and DqROTHY A MILCHUK, HIS WIFE, whose mailing address is 190 Emerson Road, Somerset, New Jersey 08873-1646 (hereinafter referred to as "Seller"), 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"). WITNESSETH WHEREAS, Seller is the owner of that certain parcel of real property (hereinafter referred to as "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, 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 "AU II. PAYMENT OF PURCHASE PRICE 2.01 The purchase price (the "Purchase Price") for the Property shall be FIVE HUNDRED SIXTY SIX THOUSAND FIVE HUNDRED AND 00/100 ($566,500.00), (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 one hundred twenty (120) days following execution of this Agreement by the Purchaser but not later than JUNE 1, 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. The procedure to be followed by the parties in connection with the Closing shall be as follows: 1681 (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 A Closing Representative's Statement 3.0116 Such evidence of authority and capacity of Seller and its representatives to execute and deliver this agreement and all other docs required to consummate this transaction, as reasonably determined by Purchaser's counsel and/or title company. 3.012 At the Closing, the Purchaser, or its assignee, shall cause to be delivered to the Seller the following: 3.0121 A negotiable instrument (County Warrant) 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 Section 4.011 (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. 3.0122 Funds payable to the Seller representing the cash payment due at Closing in accordance with Article III hereof, shall be subject to adjustment as hereinafter set forth. 3.02 Each party shall be responsible for payment of its own attorney's fees. Seller, at its sole cost and expense, shall pay at Closing all documentary stamp taxes due relating to the recording of the Warranty Deed, in accordance with Chapter 201.01, Florida Statutes, 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 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 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. IV. REQUIREMENTS AND CONDITIONS "1"'1' 1 J, .. .' "I, 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 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 Purchaser may terminate the Agreement. 4.013 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", if any. Seller agrees to furnish any existing surveys of the Property, if any, to Purchaser within thirty (30) days of execution of this Agreement V. APPRAISAL PERIOD 5.01 Purchaser shall have ninety (90) days from the date of this Agreement (Appraisal Period), to obtain the required appraisal(s) pursuant to Section 125.355, Florida Statutes, and to determine the fair market value of the Property. 5.02 If Purchaser is not satisfied, for any reason whatsoever, with the results of the independent appraisal(s), Purchaser may terminate this Agreement without penalty, by delivering to the Seller within thirty (30) days from the expiration of the Appraisal Period, written notice of its intention to terminate this Agreement If Purchaser fails to notify the Seller in writing of its specific objections as provided herein, it shall be deemed that the Purchaser is satisfied with the results of its investigation and the contingencies of this Article V shall be deemed waived. VI. INSPECTION PERIOD 6.01 Purchaser shall have ninety (90) days from the date of this Agreement, ("Inspection Period"), to determine through appropriate investigation that: 1. Soil tests and engineering studies indicate that the Property can be developed without any abnormal demucking, soil stabilization or foundations. 2. There are no abnormal drainage or environmental requirements to the development of the Property. 3. The Property is in compliance with all applicable State and Federal environmental laws and the Property is free from any pollution or contamination. 4. The Property can be utilized for its intended purpose. 6.02 If Purchaser is not satisfied, for any reason whatsoever, with the results of :::an\l in\loe:tin:atinn Dllr"l"'h:::u:!or c:h~1I r1.c.li\l.or tl"\ C:::.ollo.r nri.....r +...... tho. .....".....i...".+i,....... ....f +h...... 1681 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 the Closing. VIII. POSSESSION 8.01 Purchaser shall be entitled to full possession of the Property at Closing. IX. TERMINATION AND REMEDIES 9.01 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. 9.02 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 $1,000.00 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 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. 9.03 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. X. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES 10.01 Seller and Purchaser represent and warrant the fOllowing: 10.011 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 reouired of each hereunder. Seller is not Dresentlv the subiect of ::I mmrlinn 16 PI 10.013 The warranties set forth in this paragraph 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. 10.014 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. 10.015 No party or person other than Purchaser has any right or option to acquire the Property or any portion thereof. 10.016 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. 10.017 Seller represents that there are no incinerators, septic tanks or cesspools on the Property; all waste, if any, is discharged into a public sanitary sewer system; 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 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. 10.018 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. 10.019 There are no unrecorded restrictions, easements or rights of way (other than existing zoning regulations) that restrict or affect the use of the Prooertv. and there are no maintenance. construction. advertisino. $~ .,. ~- , : - ~ r~rCj '..,.,,;;' '1 , ; -~ I'"~ - -- related to the Property which has not been disclosed to Purchaser in writing prior to the effective date of this Agreement. 10.021 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. 10.022 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. 10.023 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. 10.024 Any loss and/or damage to the Property between the date of this Agreement and the date of Closing shall be Seller's sole risk and expense. XI. NOTICES 11.01 Any notice, request, demand, instruction or other communication to be given to either party hereunder shall be in writing, sent by facsimile transmission with automated confirmation of transmittal or registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to Purchaser: Transportation Engineering & Construction Management Attention: Kevin Hendricks, Manager Right-of-Way Acquisition Section 2885 South Horseshoe Drive Naples, Florida 34104 16 p1 If to Seller: Mr. & Mrs. Leonard C. Milchuk, Sr. 190 Emerson Road Somerset, New Jersey 08873-1646 With a copy to: Mr. Scott Milchuk 1 Ivy Court Perrineville, N. J. 08535 Telephone: (732) 767-4126 Fax: (732) 635-0993 11.02 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 information only, unless and until such written notice is received, the last addressee and respective address and numbers stated herein shall be deemed to continue in effect for all purposes. XII. REAL ESTATE BROKERS 12.01 Any and all brokerage commissions or fees shall be the sole responsibility of the Seller. Seller shall indemnify Purchaser and hold Purchaser harmless from and against any claim or liability for commission or fees to any broker or any other person or party claiming to have been engaged by Seller as a real estate broker, salesman or representative, in connection with this Agreement. Seller agrees to pay any and all commissions or fees at closing pursuant to the terms of a separate agreement, if any. XIII. MISCELLANEOUS 13.01 Purchaser acknowledges that Seller will be selling the Property as part of a like-kind exchange under Section 1031 of the Internal Revenue Code and the regulations promulgated thereunder. Purchaser agrees to cooperate with Seller in completing such exchange and in that regard, Seller may assign its rights and obligations under this Agreement to Seller's intermediary in order to complete the exchange, provided that such assignment will not release Seller from its obligations under the Agreement. Such cooperation by Purchaser will not impose any additional obligations or expenses on Purchaser which are not reimbursed by Seller. 13.02 This Agreement may be executed in any manner of counterparts which together shall constitute the agreement of the parties. 13.03 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. 13.04 Any amendment to this Agreement shall not bind any of the parties hereof IlnIAc::.c:::. c:::.llr.:h ~mAnrlmAnt i~ in writinn ~nrl ~Y&:lrlltp.rl ~nrl rl~tQrI 1-\\1 Pll,.,..h!:llcar !:Inn 16 ,~ 13.07 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. 13.08 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. 13.09 Seller is aware of and understands that the "offer" to purchase represented by this Agreement is subject to acceptance and approval by the Board of County Commissioners of Collier County, Florida. 13.10 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 Chapter 286, Florida Statutes, 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.) 13.11 This Agreement is governed and construed in accordance with the laws of the State of Florida. 13.12 This Agreement will be effective as of the date of Purchaser's execution of this Agreement. XIV. ENTIRE AGREEMENT 14.01 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 to this Agreement. 16 B1 IN WITNESS WHEREOF, the parties hereto set forth their hands seals. Dated Project/Acquisition Approved by BCC: pursuant to Resolution No. 2006-107, dated April 25, 2006. AS TO PURCHASER: DATED: 2> .J-1- 01 s1onatur~..qn 1- . .c., . Soo!." . , Deputy Clerk AS TO SELLER: DATED: /'j;l& /1 7.2.00 '7 WITNESSES: " ----/~~ (Signature) ~~IT /1 p-1,L~'_/l(./1\. (Printed Name) .- <c~'7~.-r/ f' .:/~.>/t);;':f . (Signature) //:'i,''7.JJ(/i// f". !/(,J!Juf, Vi~' (Printed Name) DATED: /114d:cf! 7 .2.00 '/ W:7~ (Signature) ~,j71 /t /'11 L <- /I '" 1\ /" (Printed Name) . / 7 /' -;::;~/ (7 /l)'~f0!J .-' c (Signature) ./ L (J(Y'/(.vr J) C ,;;11 /ofuf '];2 , (Printed Name) BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA BY: ~~ JAMffi"'COLETTA, Chairman .1v; .~ {~4Jv. ' 'd' BY: LEONARD C. MILCH UK, SR J1. PROJECT NO. 60044 I'i PROJECT PARCEL NO. 206 EIJBT rr ,... I of I LEGAL DESCRIPTION (NOT A SURVEY) ALL OF TRACT 5, GOLDEN GATE ESTATES UNIT NO. 65, AS RECORDED IN PLAT BOO~ 5, PAGE 88 OF THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA. CONTAINING 5.15 ACRES, MORE OR LESS.