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Parcel 1419 PROJECT: VBR. Ext. #60168 PARCEL No(s): #1419 FOLIO No(s): 40578920009 PURCHASE AGREEMENT (For Improved Property) ~CHASE AGREEMENT is made and entered into on this II day of >cv... , 2007, by and between RIGOBERTO ALVAREZ and ZENAI ALVAREZ, husband and wife, whose mailing address is 1089 Everglades Boulevard North, Naples, Florida 34120-4908, (hereinafter referred to as "Selle~'), and COLLIER COUNTY, a polijical subdivision of the State of Florida, whose mailing address is 3301 Tamiami Trail East, Naples, Florida 34112 (hereinafter referred to as "Purchaser"). WHEREAS, Seller owns certain improved property located at 1089 Everglades Boulevard North, Naples, Florida 34120-4908, and more particularly described as Exhibn "A" which is incorporated herein by reference, together wnh all buildings, structures and improvements, fixtures, bum-in appliances, refrigerators, stove, dishwasher, washer, dryer, ceiling fans, floor coverings and window treatments (hereinafter referred to as "Property"), free from liens; and WHEREAS, Purchaser requires the Property for right-of-way purposes as part of the Vanderbm Road Extension Project; and WHEREAS, Seller desires to remain in possession of the residence and has requested the right to occupy the premises for a term of thirty one (31) days following the date of closing, to which request Purchaser has agreed; and WHEREAS, Seller has agreed to sell and Purchaser has agreed to buy the Property subject to the terms and conditions that follow; NOW THEREFORE, in consideration of these premises, the sum of Ten Dollars ($10.00), and other good and valuable consideration, the receipt and sufficiency of which is hereby mutually acknowledged, it is agreed by and between the parties as follows: 1. AGREE~NT In consideration of the purchase price and upon the terms and conditions hereinafter set forth, Seller shall sell to Purchaser and Purchaser shall purchase from Seller the Property. 2. PURCHASE PRICE The purchase price (the "Purchase Price") for the Property shall be $ 374,999.00 (U.S. Currency) payable at time of closing. None of this Purchase Price is attributed to any personal property listed in the attached inventory. If this Agreement includes an occupancy provision, the Purchase Price stated above will include a deduction for all occupancy fees due under the term of this Agreement. 3. CLOSING A. The Closing (THE "CLOSING DATE", "DATE OF CLOSING", OR "CLOSING") of the transaction shall be held on or before one hundred twenty (120) days following execution of this Agreement by the Purchaser but not later than November 3D, 2007 unless extended by mutual written agreement of the parties hereto. The Closing shall be held at the Collier County Attorney's Office, Administration Building, 3301 Tamiami Trail East, Naples, Florida. Purchaser shall R f\ "-=1-, be entitled to possession as of Closing, unless otherwise provided herein. Seller r I -"'2..-7 shall deliver the Property in broom-dean and working condijion, and free of all debris upon vacating the premises. B. Seller shall convey a marketable title free of any liens, encumbrances, exceptions, or qualifications. Marketable title shall be determined according to applicable title standards adopted by the Florida Bar and in accordance with law. At or before the Closing, the Seller shall cause to be delivered to the Purchaser the i1ems specified herein and the following documents and instruments duly executed and acknowledged, in recordable form: 1. Warranty Deed in favor of Purchaser conveying title to the Property, free and clear of all liens and encumbrances other than: (a) The lien for current taxes and assessments. (b) Such other easements, restrictions or conditions of record. 2. Combined Purchaser-Seller closing statement. 3. A "Grantor's Non-Foreign, Taxpayer Identification & "Gap" Affidavit" as required by Section 1445 of the Internal Revenue Code and as required by the title insurance underwriler in order to insure the "gap" and issue the policy contemplated by the title insurance commijment. 4. A W-9 Form, "Request for Taxpayer Identification and Certification" as required by the Intemal Revenue Service. 5. Such evidence of authority and capacily of Seller and i1s representatives to execute and deliver this Agreement and all other documents required to consummate this transaction, as reasonably determined by Purchase~s counsel and/or tille company. C. At the Closing, the Purchaser, or its assignee, shall cause to be delivered to the Seller the following: 1. A negotiable instrument in an amount equal to Net Cash to Seller on the Closing Statement. No funds shall be disbursed to Seller until the Title Company verifies that the state of the title to the Property has not changed adversely since the date of the last endorsement to the commitment, referenced in "Requirements and Conditions" below, and the Title Company is irrevocably committed to pay the Purchase Price to Seller and to issue the Owne~s tille policy to Purchaser in accordance with the commitment immediately after the recording of the deed. 2. Funds payable to the Seller representing the Purchase Price shall be subject to adjustments and pro-rations as hereinafter set forth. D. Purchaser shall pay Selle~s expenses for attomey's fees not to exceed $7,436.50 at Closing. Seller, at its sole cost and expense, shall pay at Closing all documentary stamp taxes due upon the recording of the Warranty Deed, in accordance with Chapter 201.01, Florida Statutes, unless the Property is acquired under threat of condemnation, and the cost of recording any instruments necessary to clear Seller's title to the Property. The cost of the Owne~s Form B Tille Policy, issued pursuant to the Commitment provided for in Article 8, "Requirements and Conditions" below, shall be paid by Purchaser. The cost of the tille commilment shall also be paid by Purchaser. E. Purchaser shall pay for the cost of recording the Warranty Deed. Real Property taxes shall be prorated based on the current yea~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 yea~s millage is not fixed, taxes will be prorated based upon such prior year's millage. F. In the event the Seller will occupy the Property after Closing, the sum of Two Thousand Five Hundred and N0l100 Dollars ($2,500.00) will be paid out of the Seller's closing proceeds into an account under Purchaser's control to be held Page No.2 f?A~- during the Selle~s occupancy in accordance wilh the provisions of Article 4B below. 4. OCCUPANCY BY SELLER AFTER CLOSING A. Seller's occupancy of the property may continue for up to thirty one (31) days following the Date of Closing (the "Term"). The sum of Five Hundred and NO/100 Dollars ($500.00) will be deducted from Seller's net proceeds at Closing to cover the Term. In the event Seller and Purchaser agree to extend the Term, an Additional Occupancy Fee ("Fee") will be required from Seller and shall be calculated by multiplying the number of months of this Extended Term by a monthly amount of $500.00. This Fee must be paid to the Purchaser in a lump sum and no later than ten (10) days before expiration of the initial Term. If Seller's occupancy is extended, all terms and condijions of this Purchase Agreement shall remain in effect during Selle~s occupancy of the Property. If Seller vacates the Property prior to expiration of the Term or extension thereof, Seller shall provide written notice to Purchaser and this Agreement shall Terminate. B. At Closing, the sum of Two Thousand Five Hundred and NO/100 Dollars ($2,500.00) will be deposited into an account as security for any damages suffered by the Property during the Seller's occupancy (Security Deposn"). The Security Deposit will be paid to Seller at the end of its Term of occupancy, provided there has been no damage to the Property caused by the negligence or intentional acts of Seller or anyone acting with Seller's knowledge and consent. Upon the vacating of the Property, the Purchaser will have thirty (30) days to return the Security Deposit or give Seller written notice of Purchaser's intention to impose a claim upon the Security Deposit. In the event Purchaser intends to impose a claim upon a part or all of the Security Deposit, it will provide Seller with an explanation of the damage, an estimate of repair and an accounting of the deposit balance, if any. C. If the Property is partly damaged or destroyed by fire or other casualty not due to Seller's willful or negligent act or that of anyone on the Property with the knowledge or consent (actual or implied), of Seller, Purchaser will make repair as soon as reasonably possible. Purchaser shall also be responsible for the repair to fixtures or appliances in excess of the limit set forth in Section 4F below, provided such repair is not necessilated by Seller's misuse, waste or neglect of the Property, or that of anyone on the Property with Seller's knowledge and consent (actuai or implied) If the Property is rendered un-inhabitable due to fire, storm or other casualty, then this Agreement shall automatically terminate, with the sole duty of Purchaser then being to refund to Seller a portion of the occupancy fees paid at Closing (calculated by dividing the number of days remaining in the Term by the amount in Section 4A), along with the security deposit. Purchaser shall not be liable for any damage or injury to Seller and his or her property by reason of any fire or water damage sustained by Seller and his or her property, or by reason of the breakage, leakage, or obstruction of water and sewer lines or other breakage in or about the Property. D. Seller agrees to pay all utilily services as they come due, including electricity, telephone, gas, cable television, water, sewer, and solid waste collection, and shall arrange for a final billing and payment at the time Seller vacates the Property. E. Seller will use the Property only as its primary residence. Seller is prohibited from allowing persons, other than its immediate family members, to reside on the Property. Seller may not assign lis rights to occupy the Property or lease or sublet the Property. F. Seller shall maintain the Property, including all Systems and Equipment, in clean and working condijion at all times. Seller shall use all Systems and Equipment in a reasonable manner. Seller shall immediately make and pay for all required repairs to the plumbing, range, heating apparatus, washer-dryer, air conditioning, refrigerator, dishwasher and electric and gas fixtures provided the cost of said repairs does not exceed Five Thousand Dollars ($5,000.00). Purchaser reserves the right to enter upon the Property and repair, at the Seller's expense, all damage or injury to the fixtures and appliances in the event Seller Page No.3 RA,~ fails to effect repairs after 10 days' notice. Purchaser's election not to effect repairs shall not relieve Seller of its obligation to repair or subject Purchaser to liability for its election. G. Seller shall comply wilh all governmental regulations concerning the use of the property and not permit or suffer any illegal activily or use, or permit to be made any disturbance, noise or nuisance whatsoever, which would be detrimental to the peace, quiet and comfort of other persons in the vicinily of the Property, or affect the insurance risk factor to the Property. H. Seller shall permit Purchaser's agent or employee to enter the Property at any reasonable time, upon 24 hours notice, during the term of this Agreement to inspect the Property or make any needed repairs. I. Seller will surrender possession of the Property at the expiration of the Term or any extension thereof in as good a condijion as of the Effective Date, reasonable wear and tear and acts of God excepted. Seller shall not remove fixtures or appliances. Any personal property remaining on the Property after expiration of the Term or any extension thereof shall be disposed of by the Purchaser. J. Seller shall not alter or make additions to the Property without the Purchaser's consent. Seller shall not deface, damage or remove any part of the Property or permit any person to do so. K. DEFAULT Seller will be deemed in default of this Agreement if Seller fails to perform any of the covenants, promises or obligations contained in this Article for a period of ten (10) days after notice of such default. Upon Seller's defaull, County may terminate this Agreement upon twenty (20) days written notice to Seller, re-enter and take possession of the Property, whereupon the term thereby granted and all rights of Seller to occupy the Property shall terminate. The Seller shall remain liable for any damage suffered by the Property because of Selle~s breach of any of the covenants of this Agreement, and such termination shall be without prejudice to the Purchase~s right to collect said damages. Purchaser and Seller shall have the right to pursue any and all remedies available under this Agreement or applicable law. L. Seller shall be required to maintain insurance on the Property during the entire Term, and any Extended Term, which policy shall include contents coverage of $100,000.00, premises liability with limits of $300,000.00, and loss of use coverage. Purchaser will be named as an additional insured and the policy premium for the Term of occupancy will be paid in advance at Closing. Seller will be required to provide a certificate of insurance prior to Closing, and prior to any term of extended occupancy which Purchaser may agree to grant to Seller. M. The terms and conditions contained in this Article shall survive Closing and are not deemed satisfied by conveyance of tille. 5. PROPERTY CONDITION DISCLOSURES A. General. Seller represents that Seller knows of no facts or condilions materially affecting the value of the Property, except those which are readily observable by Purchaser, or which have not been disclosed to Purchaser by Seller in writing and furnished to Purchaser prior to the Effective Date of this Agreement. B. Radon Gas. Florida law requires the following disclosure: Radon is a r< n ~ naturally occurring radioactive gas that, when it has accumulated in a building in r-J ~ ':);? 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 Page No. 4 knowledge of the existence of radon on the Property or any radon mitigation having been performed on the Property. C. Lead Based Paint/Paint Hazards. If construction of the residence on the Property was commenced prior to 1 978, Seller is required to complete, and Seller and Purchaser are required to sign and attach to this Agreement, the addendum entitled "Lead-Based Paint and/or Lead-Based Paint Hazards Attachment to Sales Contract: Disclosure of Information and Acknowledgement." D. Mold. Molds are commonly found both indoors and outdoors. Interior infestation by certain molds may cause property damage and health problems for some persons. Seller has no knowledge of any mold remediation having been performed on the Property. E. Warrantv. Except as to any facts or condilions disclosed to Purchaser as required under Section 5A above, Seller warrants that all major appliances and equipment; sprinkler, well, septic, heating, cooling, electrical and plumbing and security systems; major mechanical components; roof (including fascia and soffits); ceiling; structural walls; foundation; swimming pool, spa and pool/spa deck; seawalls; docks; boat lifts/davits and related electrical and mechanical components, if any (collectively "Systems and Equipment") are in Working Condijion. "Working Condition" shall mean operating in a manner in which the Systems and Equipment were designed to operate. The roof, ceiling, interior and exterior walls, foundation, swimming pool, spa and pool/spa deck, if any, shall be considered in Working Condition if structurally sound and watertight Seawalls and docks, if any, shall be considered in Working Condition if structurally sound. Seller shall not be required to repair or replace any Cosmetic Condition. "Cosmetic Condition" shall mean an aesthetic imperfection which does not affect the Working Condition of the item, including corrosion; tears; worn spots; discoloration of floor covering or wallpaper or window treatments; missing or tom screens: nail holes; scratches; dents; chips; caulking; pitted pool surfaces; minor cracks in windows, driveways, sidewalks, spa/pool decks and garage, tile, lanai and patio floors; and cracked roof tiles, curling or worn shingles and Iimiled roof life, so long as there is no evidence of structural damage or leakage. 6. INSPECTIONS A. Inspection Period. Purchaser shall have 60 days from the Effective Date (Inspection Period) to have the Property and improvements thereon inspected at Purchase~s expense as follows: (a) Systems and Equipment, by an appropriately Florida licensed inspection company or licensed contractor, and/or (b) radon gas, by a Florida certified radon measurement technician or specialist, and/or (c) lead- based paint and hazards, by an EPA-certifled lead exposure risk assessor, and/or (d) termiles or other wood-destroying organisms, by a certified pest control operator (collectively the "Inspection Items"). Upon reasonable notice, Seller shall provide access and utilities service to the Property to facilitate inspections. B. Election and Response. If any inspection conducted during the Inspection Period reveals: (1) that any Systems and Equipment are not in Working Condition, and/or (2) the presence of radon gas at a level in excess of EPA action levels, and/or (3) the presence of lead-based paint or paint hazards required abatement under HUD/EPA protocols, and/or (4) the existence of active infestation by termites or other wood-destroying organisms and/or visible damage caused by active or past infestation (collectively the "Defective Inspection Items"), Purchaser shall, within 15 days after expiration of the Inspection Period: (a) notify Seller of any Defective Inspection Items, and (b) furnish to Seller a copy of the inspection report(s) documenting the Defective Inspection Items, and (c) notify Seller of R ^ -----/12 Purchaser's election eilher to: (i) receive a credit from Seller at closing in lieu of 11 ~/7 any repairs, replacements, treatment, mitigation or other remedial action necessary to bring the Defective Inspection Items into compliance with the relevant standards set forth above (the "Remedial Action"), or (ii) have Seller take Remedial Action at Selle~s expense prior to closing. If Purchaser elects to receive a credit, the amount of the credit shall be equivalent to the estimated costs of any Remedial Action and shall be determined not later than the earlier of Selle~s Page No.5 Response Deadline, or 10 days prior to the Closing. If Purchaser elects (i), Seller shall not be required to take any Remedial Action. If Purchaser makes no election, Purchaser shall be deemed to have elected to receive a credn at Closing. C. Not later than 15 days from receipt of the written notice and inspection report(s) from Purchaser ("Seller's Response Deadline"), Seller shall notify Purchaser whether Seller will give Purchaser credit equal to the cost of repairs or take remedial action, whichever is requested by Purchaser. If Seller refuses Purchaser's election by the Seller's Response Deadline, then Purchaser may terminate this Agreement within 10 days of Seller's Response Deadline. If Purchaser does not elect to so terminate this Agreement, Purchaser is deemed to have accepted the Property in the condition it existed on the Effective Date, except that Purchaser retains the rights set forth in Section 6.G. (Walk Through Inspection) below. If Seller fails to respond by the Seller's Response deadline, Seller shall be deemed to have accepted Purchaser's election and Purchaser may receive credit at Closing as set forth above. D. If Purchaser does not have the Inspection Items inspected, or fails to do so wilhin the Inspection Period, or fails to timely report any Defective Inspection Items to Seller, Purchaser shall be deemed to have accepted the Property in the condition it existed on the Effective Date, except that Purchaser retains the rights set forth in Section 6.G. (Walk Through Inspection) below. E. Remedial Action shall be deemed to have been properly performed if (1) the Systems and Equipment are placed in Working condilion (as defined above), (2) radon gas within the residence on the Property is reduced to below EPA action levels, (3) lead-based paint and paint hazards on the Property are removed or contained in accordance with HUD/EPA guidelines, and (4) any active infestation of termiles or other wood-destroying organisms is exterminated or treated, and all visible damage caused by active or past infestation is repaired or replaced. Seller shall make a diligent effort to perform and complete all Remedial Action prior to the Closing Date, failing which a sum equivalent to 150% of the estimated costs of completing the Remedial Action shall be paid by Seller into escrow at Closing pending completion. F. No cost to repair or replace any Systems and Equipment shall exceed the fair market value of that item if it were in Working Condition. If the costs do exceed fair market value, than eilher Seller or Purchaser may elect to pay such excess, failing which, either party may terminate this Agreement upon written notice. G. Walk-Throuah Insoection. Purchaser (or a designated representative) may conduct a walk-through inspection of the Property prior to Closing and prior to possession, to confirm: (1) completion of any Remedial Action agreed to by Seller in Section 6.B "Election and Response" above, (2) that the personal property nems which are being conveyed as part of this Agreement remain on the Property, (3) that the personal property items which are not being conveyed as part of this Agreement have been removed from the Property, and (4) that Seller has maintained the Property as required in Articles 3 and 7. Upon reasonable notice, Seller shall provide access and utilities service to the Property to facilitate the walk-through inspection. H. Insoections durino Occuoancv. Purchaser may enter upon the Property with at least 24-hour notice to Seller for purposes of inspecting the Property for compiiance with the terms of Article 4 of this Agreement or effecting repairs. 7. RISK OF LOSS Seller shall maintain the Property (including without limitation the lawn, shrubbery, and landscaping) in the condition existing on the Effective Date until Closing or date of Purchaser's possession, whichever is later, except for ordinary wear and tear and any Remedial Action agreed to by Seller under Section 6B above. Any future loss and/or damage to the Property between the Effective Date and the Closing or date of Purchaser's possession, whichever is earlier, shall be at Seller's sole risk and expense. Page No.6 fJ f) ~~ 8. REQUIREMENTS AND CONDITIONS FOR CLOSING Upon execution of this Agreement by both parties or at such other time as specified within this Article, Purchaser and/or Seller, as the case may be, shall perform the following wnhin the times stated, which shall be conditions precedent to the Closing: A. Within fifteen (15) days after the date hereof, Purchaser shall obtain as evidence of title an AL TA Commijment for an Owner's Title Insurance Policy (ALTA 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 tille insurance commilment, 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 tille commitment contains exceptions that make the tille unmarketable, Purchaser shall deliver to the Seller written notice of its intention to waive the applicable contingencies or to terminate this Agreement. B. If Purchaser shall fail to advise the Seller in writing of any such objections in Seller's title in the manner herein required by this Agreement, the title shall be deemed acceptable. Upon notification of Purchaser's objection to title, Seller shall have thirty (30) days to remedy any defects in order to convey good and marketable title, except for liens or monetary obligations which will be satisfied at Closing. Seller, at its sole expense, shall use its best efforts to make such title good and marketable. In the event Seller is unable to cure said objections wilhin said time period, Purchaser, by providing written notice to Seller within seven (7) days after expiration of said thirty (30) day period, may accept title as it then is, waiving any objection, or may terminate the Agreement. C. Seller agrees to furnish any existing surveys of the Property in Seller's possession to Purchaser wilhin 10 (ten) days of the Effective Date of this Agreement. Purchaser shall have the option, at its own expense, to obtain a current survey of the Property prepared by a surveyor licensed by the State of Florida. No adjustments to the Purchase Price shall be made based upon any change to the total acreage referenced in Exhibit "A," unless the difference in acreage revealed by survey exceeds 5% of the overall acreage. If the survey provided by Seller or obtained by Purchaser, as certified by a registered Florida surveyor, shows: (a) an encroachment onto the property; or (b) that an improvement located on the Property projects onto lands of others, or (c) lack of legal access to a publiC roadway, the Purchaser shall notify the Seller in writing of such encroachment, projection, or lack of legal access, and Seller shall have the option of curing said encroachment or projection, or obtaining legal access to the Property from a public roadway. Purchaser shall have sixty (60) days from the Effective Date of this Agreement to notify Seller in writing of any such objections. Should Seller elect not to or be unable to remove the encroachment, projection, or provide legal access to the property within sixty (60) days from the date of receipt of said notification, Purchaser, by providing written notice to Seller wilhin seven (7) days after expiration of said sixty (60) day period, may accept the Property as it then is, waiving any objection to the encroachment, or projection, or lack of legal access, or Purchaser may terminate the Agreement. A failure by Purchaser to give such written notice of termination within the time period provided herein shall be deemed an election by Purchaser to accept the Property with the encroachment, or projection, or lack of legal access. 9. TERMINATION AND REMEDIES A. If Seller shall have failed to perform any of the covenants and promises contained herein, which are to be performed by Seller, except for those proviSions in Article 4, within fifteen (15) days of written notification of such failure, Purchaser may, at its option, terminate this Agreement by giving written notice of termination to Seller. Purchaser shall have the right to seek and enforce all rights and remedies available at law or in equity to a contract vendee, including the right to seek specific performance of this Agreement. B. If the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails to close the Page No.7 ~A~ transaction contemplated hereby or otherwise fails to perform any of the terms, covenants and conditions of this Agreement as required on the part of Purchaser to be performed, except for the terms and conditions in Article 4, provided Seller is not in defau~, then as Seller's sole remedy, Seller shall have the right to terminate and cancel this Agreement by giving written notice thereof to Purchaser, whereupon $500.00 shall be paid to Seller as liquidated damages which shall be Selle~s sole and exclusive remedy, and neither party shall have any further liability or obligation to the other except as set forth in Article 12, Real Estate Brokers, hereof. The parties acknowledge and agree that Seller's actual damages in the event of Purchase~s defau~ are uncertain in amount and difficu~ to ascertain, and that said amount of liquidated damages was reasonably determined by mutual agreement between the parties, and said sum was not intended to be a penalty in nature. C. The parties acknowledge that the remedies described herein and in the other provisions of this Agreement provide mutually satisfactory and sufficient remedies to each of the parties, and take into account the peculiar risks and expenses of each of the parties. D. This Article does not apply to any defaults by Seller of the obligations contained in Article 4 of this Agreement. 10. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES Seller intends for Purchaser to rely on the representations contained in this Article in entering into this Agreement and warrants the following: A. Seller has full right and authorily to enter into and to execute this Agreement and to undertake all actions and to perform all tasks required of each hereunder. Seller is not presently the subject of a pending, threatened or contemplated bankruptcy proceeding. B. Seller has full right, power, and authorily to own and operate the Property, and to execute, deliver, and perform its obligations under this Agreement and the instruments executed in connection herewith, and to consummate the transaction contemplated hereby. All necessary authorizations and approvals have been obtained authorizing Seller and Purchaser to execute and consummate the transaction contemplated hereby. At Closing, certified copies of such approvals shall be delivered to Purchaser and/or Seller, if necessary. C. The warranties set forth in this Article are true on the Effective Date of this Agreement and as of the date of Closing. Purchase~s acceptance of a deed to the said Property shall not be deemed to be full performance and discharge of every agreement and obligation on the part of the Seller to be performed pursuant to the provisions of this Agreement. D. 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 Selle~s abilily to sell the Property to Purchaser according to the terms of this Agreement. E. No party or person other than Purchaser has any right or option to acquire the Property or any portion thereof. F. Until the date fixed for Closing or as long as this Agreement remains in force and effect, Seller shall not encumber or convey any portion of the Property or any rights therein, nor enter into any agreements granting any person or entijy 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. Page NO.8 RA~ G. Seller represents that they have (i1 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 authorily with respect thereto. Seller represents that they have (i1 has) no knowledge that there is ground water contamination on the Property or potential of ground water contamination from neighboring properties. Seller represents no storage tanks for gasoline or any other hazardous substances are or were located on the Property at any time during or prior to Selle~s ownership thereof. Seller represents none of the Property has been used as a sanitary landfill. H. Seller has no knowledge that the Property, and/or that Selle~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 wilh any laws, ordinances, codes or regulation with which Seller has not complied. I. 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. J. Seller has no knowledge that there are any suits, actions or arMration, bond issuances or proposals therefore, proposals for public improvement assessments, pay-back agreements, paving agreements, road expansion or improvement agreements, utility moratoriums, use moratoriums, improvement moratoriums, administrative or other proceedings or governmental investigations or requirements, formal or informal, existing or pending or threatened which affects the Property or which adversely affects Seller's ability to perform hereunder; nor is there any other charge or expense upon or related to the Property which has not been disclosed to Purchaser in writing prior to the Effective Date of this Agreement. K. Seller acknowledges and agrees that Purchaser is entering into this Agreement based upon Selle~s representations stated above and on the understanding that Seller will not cause the zoning or physical condition of the Property to change from its existing state on the effective date of this Agreement up to and including the date of Closing. Therefore, Seller agrees not to enter into any contracts or agreements pertaining to or affecting the Property and not to do any act or omit to perform any act which would adversely affect the zoning or physical condition of the Property or its intended use by Purchaser. Seller also agrees to notify Purchaser promptly of any change in the facts contained in the 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 govemmental authorities having jurisdiction of the development of the property which may restrict or change any other condition of the Property. L. 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 Page No.9 f\(1~ of Purchaser, hereunder, shall survive Closing and are not deemed satisfied by conveyance of title. 11. NOTICES Any notice, request, demand, instruction or other communication to be given to either party hereunder shall be in writing sent by facsimile wilh automated confirmation of receipt, or registered or certified mail, return receipt requested, postage prepaid or personal delivery addressed as follows: If to Purchaser: Transportation Engineering & Construction Management Attn: Joan M. Smith 2885 South Horseshoe Drive Naples, Florida 34104 Telephone 239-659-5714 Fax 239-213-5885 With a copy to: Ellen T. Chadwell Assistant County Attorney Office of the County Attorney Harmon Turner Building 3301 Tamiami Trail East Naples, Florida 34112 Telephone 239-774-8400 Fax 239-774-0225 If to Seller: Joshua Smith, Esq. Fowler White Boggs Banker 501 East Kennedy Boulevard Suite 1700 Tampa, Florida 33602 Telephone 813-228-7411 Fax 813-229-8313 With a copy to: Rigoberto & Zenaida Alvarez 10ag Everglades Boulevard, North Naples, Florida 34120-4908 Telephone 239-353-6999 The addressees, addresses and numbers for the purpose of this Article may be changed by either party by giving written notice of such change to the other party in the manner provided herein. For the purpose of changing such addressees, addresses and numbers only, unless and until such written notice is received, the last addressee and respective address stated herein shall be deemed to continue in effect for all purposes. Notice shan be deemed given in compliance with this Article upon receipt of automated fax confirmation or upon on the fifth day after the certified or registered mail has been postmarked, or receipt of personal delivery. 12. REAL ESTATE BROKERl? Any and all brokerage commissions or fees shall be the sole responsibility of the Seller and shall be paid at Closing. Seller shall indemnify Purchaser from and against any claim or liability for commission or fees to any broker or any other person or party claiming to have been a procuring clause or engaged by Seller as a real estate broker, salesman or representative, in connection with this Agreement. 13. MISCELLANEOUS A. This Agreement may be executed in any manner of counterparts which together shall constitute the agreement of the parties. B. This Agreement and the terms and provisions hereof shan be effective as of Page No. 10 11fJ~4 the Effective Date and shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal representatives, successors, successor trustee, and assignees whenever the context $0 requires or admits. C. Any amendment to this Agreement shali 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 ij has been executed by both parties. D. Captions and section headings contained in this Agreement are for convenience and reference only; in no way do they define, describe, extend or limit the scope or intent of this Agreement or any provisions hereof. E. All terms and words used in this Agreement, regardless of the number and gender in which used, shall be deemed to include any other gender or number as the context or the use thereof may require. F. No waiver of any provision of this Agreement shall be effective unless it is in writing signed by the party against whom it is asserted, and any waiver of any provision of this Agreement shall be applicable only to the specific instance to which it is related and shali not be deemed to be a continuing or future waiver as to such provision or a waiver as to any other provision. G. If any date specified in this Agreement falls on a Saturday, Sunday or legal holiday, then the date to which such reference is made shali be extended to the next succeeding business day. H. If the Seller holds the Property in the form of a partnership, limited partnership, corporation, trust or any form of representative capacity whatsoever for others, Seller shall make a written public disclosure, according to ~ 286.23, Fla. Stat., under oath, of the name and address of every person having a beneficial interest in the Property before Property held in such capacity is conveyed to Collier County. (If the corporation is registered wilh the Federal Securities Exchange Commission or registered pursuant to Chapter 517, Florida Statutes, whose stock is for sale to the general public, iI is hereby exempt from the provisions of Chapter 286, Florida Statutes.) 1. This Agreement is governed and construed in accordance with the laws of the State of Florida. J. The Effective Date of this Agreement will be the date of execution of this Agreement by the last signing party. K. This Agreement and the exhibits attached hereto contain the entire agreement between the parties, and there are no promises, representations, warranties or covenants by or between the parties not included in this Agreement. No modification or amendment of this Agreement shall be of any force or effect unless made in writing and executed and dated by both Purchaser and Seller. L. TIME IS OF THE ESSENCE to this Agreement. M. Seller may not assign, sublease, or license any rights arising under this Agreement without the written consent of the Purchaser. N. The parties hereto agree and acknowledge that this Agreement is not a lease but rather a contract for occupancy (extended possession) of the Property as a condition of sale which is not subject to Chapter 83, Florida Statutes. The parties do not intend to invoke any of the obligations or remedies contained in Chapter 83, and the terms and conditions contained herein shall be construed in accordance with the parties intent and shall be given their plain meaning without reference or application of ~ 83.43, Florida Statutes, or any other portion of Chapter 83. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. Page No. 11 1fR~ AS TO PUR~.HASER: 1 DATE:D:' f[,IJ-O_ ATTEST: . DWIGHT E. BROCK, Clerk <- (){ . . Approved as to form and j;Suffidency: tI, {f. It '/.tv-7 n . Chadwell Assistant County Attorney last Revised: 2/t101 BY: . $ , --,?--- :U '. ~ .u , ~UIO:~ --C;:;~-4 . ZENAIDA ALVAREZ ~(t ,~ Page No. 12 Exhibit "A" The North 180 Feet ofTract 116, GOLDEN GATE ESTATES, UNIT NO. 75, According to the Plat thereof Recorded in Plat Book 5, Pages 11 and 12, of the Public Records of Collier County, Florida. ~'___""W""_.__"""_.~_"_"'~~~_"._' A/}~