Parcel 1510
Project:
Parcel No:
Folio No:
Vanderbilt Beach Road Extension (60168) Phase 2
1510
40520320107
PURCHASE AGREEMENT
(For Improved Property)
a+k.-
T75. PjJ~CHASE AGREEMENT is made and entered into on this { day of
'l"hOl?r , 2007, by and between GUALBERTO MORALES-GALVES, a
single man, whose mailing address is 1110 Everglades Boulevard North, Naples,
Florida 34120-5116 (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").
WHEREAS, Seller owns certain improved property located at 1110 Everglades
Boulevard North, Naples, Florida 34120-5116, and more particularly described as:
THE SOUTH 165 FEET OF TRACT 5, GOLDEN GATE ESTATES, UNIT NO. 74,
ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 5, PAGE
10, OF THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA,
together with all buildings, structures and improvements, fixtures, built-in appliances,
refrigerators, stove, dishwasher, washer, dryer, ceiling fans, floor coverings and window
treatments (hereinafter referred to as "Property"); 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. AGREEMENT
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 $420,000.00 plus
$10,000.00 to cover all fees and costs (U.S. Currency) payable at time of closing to the
Bella Y. Patel, P.A., Trust Account.
3. CLOSING
A. The Closing (THE "CLOSING DATE", "DATE OF CLOSING", OR
"CLOSING") of the transaction shall be held on or before sixty (60) days following
execution of this Agreement by the Purchaser, 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 be entitled to possession as of Closing, unless otherwise
provided herein. Seller shall deliver the Property in broom-clean and working
condition, 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
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the items 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 underwriter in order to insure the "gap" and issue the
policy contemplated by the title insurance commitment.
4. A W-9 Form, "Request for Taxpayer Identification and Certification" as
required by the Internal Revenue Service.
5. Such evidence of authority and capacity of Seller and its representatives
to execute and deliver this Agreement and all other documents required to
consummate this transaction, as reasonably determined by Purchaser's
counsel and/or title 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 Owner's title 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. 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, 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 Article 8,
"Requirements and Conditions" below, shall be paid by Purchaser. The cost of the
title commitment 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 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.
4. PROPERTY CONDITION DISCLOSURES
A. General. Seller represents that Seller knows of no facts or conditions
materially affecting the value of the Property, except those which are readily
observable by Purchaser, or which have been disclosed to Purchaser by Seller in
writing and furnished to Purchaser prior to the Effective Date of this Agreement.
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B. Radon Gas. Florida law requires the following disclosure: Radon is a
naturally occurring radioactive gas that, when it has accumulated in a building in
sufficient quantities, may present health risks to persons who are exposed to it
over time. Levels of radon that exceed federal and state guidelines have been
found in buildings in Florida. Additional information regarding radon and radon
testing may be obtained from your county health department. Seller has no
knowledge of the existence of radon on the Property or any radon mitigation
having been performed on the Property.
C. Lead Based Paint/Paint Hazards. If construction of the residence on the
Property was commenced prior to 1978, Seller is required to complete, and Seller
and Purchaser are required to sign and attach to this Agreement, the addendum
entitled "Lead-Based Paint and/or Lead-Based Paint Hazards Attachment to Sales
Contract: Disclosure of Information and Acknowledgement."
D. Mold. Molds are commonly found both indoors and outdoors. Interior
infestation by certain molds may cause property damage and health problems for
some persons. Seller has no knowledge of any mold remediation having been
performed on the Property.
E. Warranty. Except as to any facts or conditions disclosed to Purchaser as
required under Section 4.A. 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
Condition. "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 torn
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 limited roof
life, so long as there is no evidence of structural damage or leakage.
5. INSPECTIONS
A. Inspection Period. Purchaser shall have twenty-one (21) days from the
Effective Date (Inspection Period) to have the Property and improvements thereon
inspected at Purchaser'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-certified lead exposure risk
assessor, and/or (d) termites 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 seven (7) days after expiration of the Inspection Period: (a) notify
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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 Purchaser's election either to: (i) receive a credit from Seller at closing in
lieu of 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 Seller'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 Seller's Response
Deadline (below). 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 credit at Closing.
C. Not later than seven (7) 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 ten (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 5.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
within 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 5.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 condition (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 termites 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 either Seller or Purchaser may elect to pay such excess,
failing which, either party may terminate this Agreement upon written notice.
G. Walk-Throuqh Inspection. 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 5.B "Election and Response" above, (2) that the personal property items
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 6. Upon reasonable notice,
Seller shall provide access and utilities service to the Property to facilitate the
walk-through inspection.
6. RISK OF LOSS
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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 5B 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.
7. 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 within 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 Commitment 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 seven (7) 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.
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 twenty-one (21) 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-one (21) 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 within 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 the property legal description on Page 1
of this Agreement, 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 fifteen (15) 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 thirty (30) days, Purchaser, by providing written
notice to Seller within seven (7) days after expiration of said thirty (30) 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.
8. TERMINATION AND REMEDIES
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A. If Seller shall have failed to perform any of the covenants and promises
contained herein, which are to be performed by Seller, 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
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 $1,200.00 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
Article 11, 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.
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.
9. SELLER'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 authority 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 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.
C. The warranties set forth in this Article are true on the Effective 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.
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 Seller's ability 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.
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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 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.
G. 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 hazardous 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.
H. Seller has no knowledge that the Property, and/or that 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.
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 contra~ts affecting the Property.
J. 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 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 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.
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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
of Purchaser, hereunder, shall survive Closing and are not deemed satisfied by
conveyance of title.
10. NOTICES
Any notice, request, demand, instruction or other communication to be given to either
party hereunder shall be in writing sent by facsimile with 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: Mr. Kevin Hendricks, Right-of-Way Acquisition Section
2885 South Horseshoe Drive
Naples, Florida 34104
Telephone 239-774-5846
...,. 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: Bella Y. Patel, P.A.
Attorney at Law
13026 Waterford Run Drive
Riverview, Florida 33569
Telephone: 813-643-2762
~ Fax: 813-643-2612
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 shall 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.
11. REAL ESTATE BROKERS
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
aim 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.
12. MISCELLANEOUS
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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 shall be effective as of
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 so requires or admits.
C. 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.
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 shall 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 shall be extended to the
next succeeding business day.
H. 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.
I. 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 s. 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 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.)
J. This Agreement is governed and construed in accordance with the laws of
the State of Florida.
K. The Effective Date of this Agreement will be the date of execution of this
Agreement by the last signing party.
L. 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.
M. TIME IS OF THE ESSENCE to this Agreement.
Format Agreement for Purchase (For Improved Property) Last Revised 8110107
Purchase Agreement - Collier County I Morales-Galves
Page 10
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first above written.
AS TO PURCHASER:
".. I .
DATED: pUPber 1/ za,'1
/
ATTE~:' .
, .
DWIGHT E.~ROC~ Clerk
I,' '
BY:
A $tDl:P~WHl
Itglllturf 'QII1.~, '. .
AS TO SELLER:
DATED:
v)/iW7
WITNES~:
( / ~
' / /"
(a:~~~ By:JJf;~ ERTOMORALES-GALVES
;// ;// a ~( "" ///.7J.c/l./? ~
(Printed Name
( atur
\3Q.,\ \In \C\ G,O\\ LG \('C
(Printed Name)
Approved as to form and
legal sufficiency:
tJ~ l KLt{ u
Heidi F. AShfon-Cicko
Assistant County Attorney
Format Agreement for Purchase (For Improved Property) Last Revised 8/10107
ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY AI~L ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNA TURE
Print on pink paper. Attach to original document. Original documents should he hand delivered to the Board Office. The completed routing slip and original
documents are to be fnrwardcd to the Board Office only ufter the Board has taken action on the item.)
ROUTING SLIP
Complete routing lines #1 through #4 as appropriate for additional signatures. dates, and/or information needed. If the document is already complete with the
ex.ec tion of the Chairman's si nature, draw a line throu h routin lines #1 throu h #4, com lete the checklist, and forward to Sue Filson (line #5).
Route to Addressee(s) Office Initials Date
(List in mutin order)
I.
2.
PRIMARY CONTACT INFORMATION
(The primary contact is the holder of the original document pending Bee approval. Normally the primary contact is the person who created/prepared the executive
sununary. Primary contact information is needed in the event one of the addressees above, including Sue Filson, need to contact staff for additional or missing
information. All original documents needing the Bee Chairman's signature are to be delivered to the Bee office only after the Bee has acted to approve the
item.)
3.
Name of Primary Staff Kevin Hendricks Phone Number 213-5844
Contact
Agenda Date Item was October 9, 2007 Agenda Item Number B-4
Approved bv the BCC
Type of Document Purchase Agreement Number of Original I
Attached Documents Attached
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark "NI A" in the Not Applicable column, whichever is
a ro riate.
Original document has been signed/initialed for legal sufficiency. (All documents to be
signed by the Chairman, with the exception of moslletters, must be reviewed and signed
by the Office of the County Attorney. This includes signature pages from ordinances,
resolutions, etc. signed by the County Attorney's Office and signature pages from
contracts, agreements, etc. that have been fully executed by all parties except the BCC
Chairman and Clerk to the Board and ossibl State Officials.)
All handwritten strike-through and revisions have been initialed by the County Attorney's
Office and all other arties exce t the BCC Chairman and the Clerk to the Board
The Chairman's signature line date has been entered as the date ofBCC approval of the
document or the final ne otiated contract date whichever is a hcable.
"Sign here" tabs are placed on the appropriate pages indicating where the Chairman's
si nature and initials are re uired.
In most cases (some contracts are an exception), the original document and this routing slip
should be provided to Sue Filson in the BCC office within 24 hours of BCC approval.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of our deadlines!
The document was approved by the BCC on 10/9/2007 and all changes made during
the meeting have been incorporated in the attached document. The County Attorney's
Office has reviewed the chan es, if a licable.
?/eA6t' ~<MI"- Wtdil-- (,;lN4,f --/!J-/{; ,it-lite 13mR. k~'A.1 Refi''';'; fi,!J?r.
I: Forms! County Forms! Bee Formsl Original Documents Routing Slip WWS Origina19.03.04. Revised 1.26.05, Revised 2.24.05 -rtt..4,".J.:::; l
4.
5. Sue Filson, Executive Manager
Board of County Commissioners
6. Minutes and Records
Clerk of Court's Office
I.
2.
3.
4.
5.
6.
Yes
(Initial)
N/A(Not
A Iicable)
~
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