Williams Farms of Immokalee, Inc. TAX ID NUMBERS:00057320005.00072520000,00113600106:00132680107.00132720009.00132640008.00114160001,
00113600009.00113560000,00131760002.00131720000,00132680000
AGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT is made and entered into by and between James E. Williams, Jr.
GST — Exempt Estate Tax Sheltered Trust u/a/d 8/13/1993, James E. Williams Jr.
Non-Exempt Estate Tax Sheltered Trust u/a/d 08/13/93, Williams Farms of
Immokalee, Inc. a Florida Corporation, and The Williams Farms Land Assets, LLC
(hereinafter referred to as "Seller"), and COLLIER COUNTY, a political subdivision of the
State of Florida. its successors and assigns, whose address is 3335 Tamiami Trail East,
Suite 101. Naples, FL 34112 (hereinafter referred to as "Purchaser").
WITNESSETH
WHEREAS, Seller is the owner of twelve parcels 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 "A".
II. PAYMENT OF PURCHASE PRICE
2.01 The purchase price (the Purchase Price") for the Property shall be TWENTY
MILLION SEVEN HUNDRED SEVENTY THOUSAND DOLLARS ($20,770,000)
(U.S. Currency), which is the average of two appraisals engaged by Purchaser,
payable in full at the time of closing.
III. CLOSING
3.01 The Closing (THE "CLOSING DATE". "DATE OF CLOSING", OR "CLOSING") of the
transaction shall be held on the date that is fifteen (15) days following the expiration
of the Inspection Period, but no sooner than August 30, 2024. The Closing shall be
held at the Collier County Attorney's Office, Administration Building, 3299 Tamiami
Trail East, Naples. Florida or by mail-away. The procedure to be followed by the
parties in connection with the Closing shall be as follows:
T
TAX ID NUMBERS 00057320005,00072520000.00113600106.00132680107.00132720009,00132640008 00114160001
00113600009.00113560000:00131760002.00131720000,00132680000
3.011 Seller shall convey a marketable title free of any liens, encumbrances.
exceptions, or qualifications, excepting the Permitted Exceptions as defined
herein. Marketable title shall be determined according to applicable title
standards adopted by the Florida Bar and in accordance with law. At the
Closing, the Seller shall cause to be delivered to the Purchaser the items
specified herein and the following documents and instruments duly executed
and acknowledged, in recordable form, as applicable:
3.0111 Warranty Deed ("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) The Permitted Exceptions.
(c) Such other easements, restrictions, or conditions of record.
3.0112 Combined Purchaser-Seller closing statement.
3.0113 A"Gap Tax Proration, Owner's Non-Foreign Affidavit", as required
by Section 1445 of the Internal Revenue Code and as required by the title
insurance underwriter to insure the "gap" and issue the policy
contemplated by the title insurance commitment.
3.0114 A W-9 Form, "Request for Taxpayer Identification and
Certification" as required by the Internal Revenue Service.
3.0115 An Assignment and Assumption of the Leases (as defined herein).
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
the Purchase Price. No funds shall be disbursed to Seller until the Title
Company verifies that the state of the title to the Property has not changed
adversely since the date of the last endorsement to the commitment,
referenced in Section 4.011 thereto, and the Title Company is irrevocably
committed to pay the Purchase Price to Seller and to issue the Owner's
title policy to Purchaser in accordance with the commitment immediately
after the recording of the deed.
3.0122 Assignment and Assumption of Leases.
1AX 1D NUMBERS. 00057320005,00072520000.00113600106,00132680107,00132720009 00132640008.00114160001
00113600009.00113560000.00131760002.00131720000,00132680000
3.0123 Funds payable to the Seller representing the cash payment due at
Closing in accordance with Article III hereof, shall be subject to adjustment
for prorations 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
4.01 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;
4.011 Within fifteen (15) days after the date hereof, Purchaser shall obtain as
evidence of title an ALTA 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 thirty (30) days. following
receipt of the title insurance commitment, but in no event later than ninety (90)
days following the effective date hereof ("Title Review Period''), 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 same or to
terminate this Agreement prior to expiration of the Title Review Period. If
Purchaser fails to timely terminate this Agreement during the Title Review
Period, Purchaser shall be deemed to have waived such right to terminate
hereunder.
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 to convey good and marketable
title at Seller's expense. without obligation, except for liens or monetary
TAX ID NUMBERS 00057320005,00072520000.00113600106,00132680107 00132720009 00132640008.00114160001.
00113600009.00113560000:00131760002 00131720000'00132680000
obligations which will be satisfied at Closing. In the event Seller is unwilling or
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 by providing Seller written notice thereof. A failure
by Purchaser to give such written notice of termination within the time period
provided herein shall be deemed an election by Purchaser to accept the
exceptions to title as shown in the title commitment. All exceptions shown on
the title commitment to which Purchaser fails to timely object or which Purchaser
is deemed to accept hereunder are collectively referred to herein as the
"Permitted Exceptions".
4.013 Seller agrees to furnish any existing reports, appraisals, environmental
assessments of the property, environmental permits, soil tests, traffic studies,
zoning documents, title searches, known liens and assessments, and surveys
of the Property in Seller's possession to Purchaser promptly upon the
acceptance date of this Agreement, but no later than three (3) days thereafter.
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 the survey provided by Seller or
obtained by Purchaser, as certified by a registered Florida surveyor, shows: (a)
an encroachment onto the property; or (b) that an improvement located on the
Property projects onto lands of others, or (c) lack of legal access to a public
roadway, the Purchaser shall notify the Seller in writing of such encroachment,
projection. or lack of legal access, and Seller shall have the option of curing said
encroachment or projection, or obtaining legal access to the Property from a
public roadway, within sixty (60) days of receipt of said written notice from
Purchaser. Purchaser shall have ninety (90) days from the effective date of this
Agreement to notify Seller of any such objections. Should Seller elect not to or
be unable to remove the encroachment, projection, or provide legal access to
the property within said sixty (60) day period, Purchaser, by providing written
notice to Seller within 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.
V INSPECTION PERIOD
5.01 Purchaser shall have six (6) months from the acceptance date of this
Agreement by all parties, ("Inspection Period"), and reserves the right to extend said
( c }
TAX ID NUMBERS 00057320005;00072520000.00113600106 00132680107 00132720009 00132640008. 00114160001
00113600009 00113560000:00131760002.00131720000.00132680000
inspection period upon mutual agreement by the Parties, to determine through
appropriate investigation that:
'l . 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 Property.
3. The Property is in compliance with all applicable State and Federal environ-
mental laws.
4. The Property is free from any pollution or contamination.
5. The Property can be utilized for its intended purpose which includes any use
whatsoever as determined in Purchaser's sole discretion, included by not limited
to, development for the provision of several government services and use in the
Conservation Collier program.
5.02 Should there be a delay outside the control of Purchaser in receiving the results
of any investigation, as determined by Purchaser in its sole discretion. the Inspection
Period shall be automatically extended by an additional ninety (90) days for
Purchaser to complete its investigation and Seller shall be notified of same, If
Purchaser is not satisfied, for any reason whatsoever, with the results of any
investigation, Purchaser shall deliver to Seller prior to the expiration of the Inspection
Period, written notice of its intention to waive the applicable contingencies or to
terminate this Agreement. If Purchaser fails to notify the Seller in writing of its
specific objections as provided herein within the Inspection Period, it shall be
deemed that the Purchaser is satisfied with the results of its investigations and the
contingencies of this Article V shall be deemed waived. In the event Purchaser elects
to terminate this Agreement because of the inspection, Purchaser shall deliver to
Seller copies of all engineering reports and environmental and soil testing results
commissioned by Purchaser with respect to the Property, and the parties shall have
no further rights or obligations hereunder, except as may expressly survive the
termination hereof.
5.03 Purchaser and its agents, employees and servants shall, at their own risk and
expense, have the right to go upon the Property for the purpose of surveying and
conducting site analyses, soil borings and all other necessary investigation.
Purchaser shall, in performing such tests, use due care. Seller shall be notified by
Purchaser no less than forty-eight (48) hours prior to said inspection of the Property
and at Seller's election, all such investigations shall be conducted in the presence
of a Seller representative Purchaser shall ensure no liens or damage occurs in
connection with any such investigations and shall hold Seller harmless against any
claims, liabilities and losses resulting therefrom, subject to the limitations set forth in
Florida Statutes, Section 768.28. Nothing in this Agreement shall be construed as
a waiver by the Purchaser of its sovereign immunity protections as provided by
Florida Statutes, Section 768.28. Purchaser shall not interfere with Seller's, or any
Tenant's operations.
TAX ID NUMBERS 00057320005.00072520000:00113600106.00132680107.00132720009.00132640008 00114160001,
00113600009,00113560000,00131760002.00131720000:00132680000
VI. INSPECTION
6.01 Seller acknowledges that the Purchaser, or its authorized agents, shall have
the right to inspect the Property at any time prior to the Closing with reasonable
notice, at reasonable times and in coordination with Seller or Seller's Agent.
VII. POSSESSION
7,01 Purchaser shall be entitled to full possession of the Property at Closing.
VIII. PRORATIONS
8.01 Ad valorem taxes next due and payable, after closing on the Property, shall be
prorated at Closing based upon the gross amount of current year taxes. and shall
be paid by Seller.
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 and a reasonable opportunity to cure, 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, including the right to seek specific performance of this
Agreement, excluding and expressly waiving any right to consequential, indirect and
punitive damages.
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 contained herein which are to be performed by Purchaser, 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 Seventy Thousand Dollars ($70,000) shall be paid to Seller as liquidated
damages which shall be Seller's sole and exclusive remedy, and neither party shall
have any further liability or obligation to the other except as set forth in Article 5
and/or paragraph 12.01 (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
c ,
TAX ID NUMBERS 00057320005.00072520000:00113600106 00132680107 00132720009.00132640008.00114160001.
00113600009.00113560000:00131760002:00131720000 00132680000
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
required of each hereunder. Seller is not presently the subject of a pending.
threatened or contemplated bankruptcy proceeding.
10.012 Seller has full right, power, and authority to own and operate the
Property, and to execute. deliver, and perform its obligations under this
Agreement and the instruments executed in connection herewith, and to
consummate the transaction contemplated hereby. All necessary authorizations
and approvals have been obtained authorizing Seller and Purchaser to execute
and consummate the transaction contemplated hereby. At Closing. certified
copies of such approvals shall be delivered to Purchaser and/or Seller. if
necessary.
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, excepting therefrom
normal and customary agreements in the normal course of business provided
the same terminate or are terminable by Seller prior to Closing, without first
obtaining the written consent of Purchaser to such conveyance, encumbrance,
or agreement which consent may be withheld by Purchaser for any reason
. i
TAX ID NUMBERS 00057320005:00072520000.00113600106.00132680107 00132720009,00132640008,00114160001.
00113600009 00113560000,00131760002,00131720000:00132680000
whatsoever. The restriction set forth herein shall not apply to the Leases or any
renewal thereof, which Purchaser shall assume at Closing in accordance
herewith.
10.017 Seller represents that there are no incinerators, septic tanks, or
cesspools on the Property (with the exception of the Septic Tank located at
2109 Immokalee Dr.); all waste, if any, is discharged into a public sanitary
sewer system or such referenced Septic Tank; 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, excepting hazardous
substances used in the operations of the farming operations. which have been
used in accordance with applicable regulations, or any other activity that would
have toxic results, 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 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 Seller has no knowledge of unrecorded restrictions, easements, or rights
of way (other than existing zoning regulations) that restrict or affect the use of
the Property, and any maintenance or other service agreements entered into by
Seller relating to the Property shall be terminated as of Closing, excepting the
Leases and/or any service or maintenance agreements relating thereto.
10.020 Seller has no knowledge that there are any suits, actions or arbitration,
bond issuances or proposals therefor, 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, to the best of Seller's knowledge, is there any other
charge or expense upon or related to the Property which has not been disclosed
TAX ID NUMBERS.00057320005:00072520000.00113600106 00132680107:00132720009,,00132640008,00114160001
00113600009.00113560000:00131760002.00131720000:00132680000
to Purchaser in writing prior to the effective date of this Agreement or will be
disclosed in connection with the title commitment.
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, except as expressly set forth herein,
including the required removal of Seller's machinery and equipment. Therefore.
Seller agrees 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 except as set forth herein. 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 for a period of six (6) months.
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 concerns raised in Seller's Phase 1 and Phase
2 environmental reports. If Purchaser discovers any additional environmental
concerns pursuant to reports procured by Purchaser during the Inspection
Period, Purchaser may provide the same to Seller and request that Seller
provide the same indemnification therefor. Seller shall not be obligated to
provide such additional indemnity, and if Seller rejects such request, Purchaser
may terminate this Agreement during the Inspection Period. If Seller does not
provide an affirmative written notice to Purchaser expressly agreeing to provide
such additional indemnity, the request shall be deemed rejected. This provision
and the rights of Purchaser, hereunder, shall survive six (6) months after 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.
TAX ID NUMBERS 00057320005 00072520000 00113600106:00132680107 00132720009,00132640008,00114160001,
00113600009.00113560000:00131760002,00131720000.00132680000
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 with automated
confirmation of receipt, or by registered, or certified mail, return receipt requested,
postage prepaid, addressed as follows:
If to Purchaser: Jennifer A. Belpedio, Esq.
Real Property Manager
Collier County Facilities Management
3335 Tamiami Trail East, Suite 101
Naples, Florida 34112
Telephone Number: 239-252-8780
With a copy to: Attn: Sally A. Ashkar, Esq.
Collier County Attorney's Office
3299 Tamiami Trail East, Suite 800
Naples, Florida 34112
Telephone Number: 239-252-8400
Fax Number: 239-252-6300
If to Seller: William H. Rollins
6810 International Center Blvd
Fort Myers, FL 33912
Telephone Number: 239-489-4066
Fax Number:
With a copy to: Craig D. Grider
4001 Tamiami Trail N, Suite 300
Naples, FL 34103
Telephone Number: 239-435-3535
Fax Number: 239-435-1218
11.02 The addressees 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 addresses or
addressees 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.
XII REAL ESTATE BROKERS
12.01 Any and all brokerage commissions or fees shall be the sole responsibility of
the Seller. Seller and Purchaser shall indemnify and hold each other harmless from
and against any claim or liability for commission or fees to any broker or any other
TAX ID NUMBERS 00057320005.00072520000,00113600106,00132680107.00132720009.00132640008 00114160001
00113600009:00113560000,00131760002.00131720000:00132680000
person or party claiming to have been engaged by such party as a real estate
broker, salesman or representative, in connection with this Agreement, subject to
the limitations set forth in Florida Statutes, Section 768.28. Nothing in this
Agreement shall be construed as a waiver by the Purchaser of its sovereign
immunity protections as provided by Florida Statutes, Section 768.28. Seller agrees
to pay any and all commissions or fees at closing to Seller's real estate broker
pursuant to the terms of a separate agreement, if any. Seller acknowledges and
Purchaser represents and warrants that Purchaser is not represented by a real
estate broker or salesperson and is not participating in a dual agent transaction.
The appointed/designated agent in this transaction is only representing the Seller.
XIII. MISCELLANEOUS
13.01 This Agreement may be executed in any manner of counterparts which
together shall constitute the agreement of the parties.
13.02 This Agreement and the terms and provisions hereof shall be effective as of
the date this Agreement is executed by both parties and shall inure to the benefit of
and be binding upon the parties hereto and their respective heirs, executors,
personal representatives, successors, successor trustee, and assignees whenever
the context so requires or admits.
13.03 Any amendment to this Agreement shall not bind any of the parties hereof
unless such amendment is in writing and executed and dated by Purchaser and
Seller. Any amendment to this Agreement shall be binding upon Purchaser and
Seller as soon as it has been executed by both parties.
13.04 Captions and section headings contained in this Agreement are for
convenience and reference only: in no way do they define, describe, extend, or limit
the scope or intent of this Agreement or any provisions hereof.
13.05 All terms and words used in this Agreement, regardless of the number and
gender in which used, shall be deemed to include any other gender or number as
the context or the use thereof may require.
13.06 No waiver of any provision of this Agreement shall be effective unless it is in
writing signed by the party against whom it is asserted, and any waiver of any
provision of this Agreement shall be applicable only to the specific instance to which
it is related and shall not be deemed to be a continuing or future waiver as to such
provision or a waiver as to any other provision.
13.07 If any date specified in this Agreement falls on a Saturday, Sunday, or legal
holiday, then the date to which such reference is made shall be extended to the next
succeeding business day
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00113600009.00113560000 00131760002:00131720000 00132680000
13.08 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.
13.09 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.)
13.10 This Agreement is governed and construed in accordance with the laws of
the State of Florida.
13.11 Seller acknowledges and agrees that any portion of the property or land
described herein may be used for public road right of way and roadway related
improvements, including, but not limited to, stormwater and utility improvements. at
the sole discretion of Collier County following the Closing.
13.12 If, after conducting due diligence, the parties mutually determine a portion of
the Property is not to be conveyed to Purchaser, an amendment to the Purchase
and Sale Agreement will be negotiated to revise the legal description of the property
Intended for sale. Adjustments to the Purchase Price shall be made based upon
any change to the total acreage, as agreed upon by the parties in connection with
the removal of such acreage.
13.13 Purchaser agrees, that as a condition of the sale, for a minimum of 20 years
following the closing date, that should any preserve or conservation park be
established on the purchased land, it shall bear the name "JAMES E. WILLIAMS
JR. PRESERVE" or similar, which condition shall survive the Closing and delivery
of the deed and shall not be merged therein. Moreover, this obligation shall be
included in the Deed to ensure compliance and to place all parties on record-notice
thereof.
XIV. LEASES
14.01 Seller agrees to deliver true and correct full copies of all leases and rental
agreements effecting the Property ("Leases") within fourteen (14) days from the
acceptance date of this Agreement along with a current rent roll each certified as
correct and complete by Seller. Seller may redact any tenant specific information
contained in said leases. Purchaser further agrees and acknowledges that Seller
shall have the right to renew any of the Leases which would otherwise expire in
TAX ID NUMBERS 00057320005,00072520000.00113600106:00132680107,00132720009,00132640008:00114160001
00113600009.00113560000.00131760002:00131720000.00132680000
2024, and with substantially the same terms as the existing leases for a period of
no more than one (1) additional year, and the Purchaser shall be bound by all such
renewals. Seller shall include in any Lease renewals that all equipment and
machinery purchased or owned by tenants shall be removed from the Property at
the expiration of the lease term, including but not limited to any semi trailers, storage
sheds/buildings, and fuel and other tanks. Seller shall provide any Lease renewals
to Purchaser following execution thereof during the Inspection Period. During the
Inspection Period, Seller shall coordinate with existing tenants to permit the
Purchaser to access the Property in order to conduct testing, surveying, and site
inspection and analysis, as may be needed.
14.02 If Purchaser is not satisfied, for any reason whatsoever, with the terms or
status of the leases and rental agreements, Purchaser shall deliver to Seller, prior
to the expiration of the Inspection Period, written notice of its intention to terminate
this Agreement.
14.03 If Purchaser does not terminate the Agreement prior to the expiration of the
Inspection Period, Purchaser shall be deemed to have accepted all of the Leases,
and shall assume all the terms and conditions as set forth therein. At Closing, Seller
shall assign all rights and obligations under the Leases to Purchaser, and Purchaser
shall assume the same. The parties shall execute an Assignment and Assumption
of Leases document, the form of which shall be agreed upon during the Inspection
Period.
14.04 Purchaser agrees and acknowledges that the acquisition of the Property does
not include any of the equipment and machinery, including semi trailers, storage
sheds/buildings and fuel and other tanks, owned by Seller, whether used by Seller
in connection with its operations, or used by the Tenants under the Leases.
Purchaser further agrees and acknowledges that certain equipment and machinery.
including semi trailers, storage sheds/buildings and fuel and other tanks, used by
the Tenants under the Leases are currently owned by the Seller, and the Seller shall
have the right to negotiate with such Tenants for the conveyance of such equipment
and machinery to the Tenants who shall be responsible for removal of all such
equipment and machinery upon expiration of the Leases if such conveyance occurs.
Any equipment or machinery, including any semi trailers, storage sheds/buildings
and fuel and other tanks, owned by Seller and not conveyed to Tenants shall be
removed by Seller either prior to Closing, or subsequent thereto in connection with
the expiration or termination of any of the Leases. Notwithstanding anything herein
to the contrary, Seller shall not be obligated to remove any concrete pads or other
site improvements in connection with removal of any of Seller's equipment.
including without limitation, any concrete pads or other site improvements located
under or around any semi trailers, storage sheds/buildings and/or fuel or other
tanks. Seller shall be afforded a reasonable period of time and access to the
Property following Closing to remove any such equipment and machinery in
TAX ID NUMBERS 00057320005.00072520000.00113600106.00132680107.00132720009 00132640008,00114160001
00113600009:00113560000 00131760002 00131720000.00132680000
accordance with the terms hereof. The terms of this section shall survive Closing
and delivery of the deed and shall not merged therein.
14,05 Seller and Purchaser agree the following items will be prorated as follows:
(a) Rent, if any, (with transfer in full of any deposits) at date of closing;
(b) Other income and operation expenses, if any, at date of closing:
(c) Fees related to property at date of closing.
XV. ENTIRE AGREEMENT
16.01 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 of this Agreement.
IN WITNESS WHEREOF, the parties hereto have signed below.
Date of Final Acceptance by all parties: 5 f a$P q ,�-tc... I!,
AS TO PURCHASER:
ATTEST:
CRYSTAL K. KINZEL, Clerk of the BOARD OF COUNTY COMMISSIONERS
Circuit'Court and Comptroller COLLIER CO TY, FLORIDA
j,1
• B y
kst66)C--
airni •• , Deputy Clerk RIS HALL, Chairm
signature only
Approv::. . . form and legality
111b.
Sall likar •ssistant County Attorney
Ccl\l/
K
TAX ID NUMBERS 00057320005;00072520000;00113600106;00132680107;00132720009;00132640008,00114160001.
00113600009,00113560000:00131760002:00131720000,00132680000
AS TO SELLER: James E. Williams, Jr. Non-Exempt Estate
'/ Tax Sheltered Trust u/a/d 08/13/93
DATED: 5/'q/0 "�1/ By: .c4.c-040 -.e.. `A". `r/.c�.�-�,r�•
Print Name:3 ,,q-ry e A'. 4/,2Li
Title: 7 i 1€G
AS TO SELLER: Williams Farms of Immokalee, Inc. a Florida
Corporation
DATED: 3/a0, /�," •
By: .W,C40•c.C.. `�'.
Print Nw e: _'A',v 1P Lu,LLi��zS
Title: , YS/'q,f
AS TO SELLER: The Williams Farms Land Assets, LLC
DATED: S/c o/p9By:
Print Name: Cable r./.4/%//i*J
Title: **ivy 444
AS TO SELLER: James E. Williams, Jr. GST Exempt Estate
` Tax Sheltered Trust u/a/d 8/13/1993
DATED: 5/o?O/2V • .
BY: 44.c4.4.... ,
Print Name: (Di/p.v` R. G ',II,ii-41. '
Title: -Melee.
TAX ID NUMBERS:00057320005;00072520000:00113800106;00132680107;00132720009;00132640008.00114160001.
00113600009:00113560000;00131760002:00131720000;00132680000
EXHIBIT "A"
Pa reel: 0013600106
THE NORTHERLY 1800 FEET OF THE NORTHERLY 1/2 OF THE EASTERLY 1/2 OF
SECTION 1, TOWNSHIP 47 SOUTH, RANGE 28 EAST OF COLLIER COUNTY. FLORIDA.
Parcels: 00057320005 and 00072520000 and 00132680107
A PARCEL OF LAND LYING IN SECTION 31. TOWNSHIP 46 SOUTH, RANGE 29 EAST
AND SECTION 36, TOWNSHIP 46 SOUTH, RANGE 29 EAST, COLLIER COUNTY.
FLORIDA BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING
AT THE NORTHWEST CORNER OF SAID SECTION 31. TOWNSHIP 46 SOUTH. RANGE
29 EAST FOR A POINT OF REFERENCE: THENCE SOUTH 00°21'38" EAST. ALONG THE
WEST LINE OF SAID SECTION 31,2699.05 FEET TO THE SOUTH RIGHT-OF-WAY LINE
OF LAKE TRAFFORD ROAD (COUNTY ROAD 890 FORMER STATE ROAD 850) AND
THE POINT OF BEGINNING OF THE PARCEL HEREIN DESCRIBED; THENCE 284.00
FEET EASTERLY ALONG THE ARC OF A NON-TANGENT CIRCULAR CURVE
CONCAVE TO TI IE SOUTH HAVING A RADIUS OF 11.419.20 FEET, A CENTRAL ANGLE
OF 01°25'30", AND BEING SUBTENDED BY A CHORD WHICH BEARS SOUTH 88°25'32"
EAST 283.99 FEET TO THE END OF SAID CURVE: THENCE SOUTH 87°42'47" EAST.
ALONG SAID SOUTH RIGHT-OF-WAY LINE OF LAKE TRAFFORD ROAD. 504.33 FEET
TO THE NORTHWEST CORNER OF "ARROWHEAD RESERVE AT LAKE TRAFFORD -
PHASE ONE" SUBDIVISION AS PER THE RECORD PLAT THEREOF RECORDED IN
PLAT BOOK 42 PAGES 94 THROUGH III OF THE PUBLIC RECORDS OF COLLIER
COUNTY. FLORIDA; THENCE SOUTH 00°38'57" EAST. ALONG TI IE WESTERLY LINE
OF SAID SUBDIVISION, 1428.21 FEET; THENCE SOUTH 16°24'47" WEST. ALONG THE
WEST LINE OF SAID SUBDIVISION. 557.19 FEET: THENCE SOUTH 86°36'35" EAST,
ALONG THE WESTERLY LINE OF SAID SUBDIVISION. 550.83 FEET; THENCE SOUTH
75°17'53" EAST. ALONG THE WEST LINE OF SAID SUBDIVISION. 681.46 FEET:
THENCE SOUTH O1°I5'02" EAST. ALONG THE WESTERLY LINE OF SAID
SUBDIVISION. 570.23 FEET;THENCE SOUTH 42°47'04" EAST, ALONG THE WESTERLY
LINE OF SAID SUBDIVISION. 128.70 FEET TO THE INTERSECTION OF SAID
WESTERLY LINE WITH THE SOUTH LINE OF SAID SECTION 31,TOWNSHIP 46 SOUTH.
RANGE 29 EAST, THENCE SOUTH 89°09'18" WEST, ALONG THE SOUTH LINE OF SAID
SECTION 31. 1937.47 FEET TO THE SOUTHWEST CORNER OF SAID SECTION 31;
THENCE SOUTH 89°06'17" WEST, ALONG THE SOUTH LINE OF SAID SECTION 36.
TOWNSHIP 46 SOUTH. RANGE 28 EAST. 2652.93 FEET TO A CONCRETE MONUMENT
AT THE SOUTH QUARTER CORNER OF SAID SECTION 36; THENCE NORTH 00°26'43"
WEST.ALONG THE WEST LINE OF THE SOUTHEAST 1/4 OF SAID SECTION 36, 1596.83
:r
TAX ID NUMBERS:00057320005:00072520000;00113800106;00132680107;00132720009 00132640008. 00114160001
00113600009;00113560000;00131780002:00131720000:00132680000
FEET TO A CONCRETE MONUMENT:THENCE NORTH 88°59'49" EAST 2653.46 FEET TO
A CONCRETE MONUMENT ON THE WEST LINE OF SAID SECTION 31. TOWNSHIP 46
SOUTH, RANGE 29 EAST; THENCE NORTH 00°I6'34" WEST, ALONG THE WEST LINE
OF SAID SECTION 31, 1286.40 FEET TO THE POINT OF BEGINNING.
CONTAINING 168.028 ACRES MORE OR LESS.
A LSO.
A PARCEL OF LAND LOCATED IN A PORTION OF SECTION 31.TOWNS!HP 46 SOUTH.
RANGE 29 EAST AND SECTION 6. TOWNSHIP 47 SOUTH. RANGE 29 EAST, COLLIER
COUNTY, FLORIDA. BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: ALL
THAT PORTION OF THE SOUTH HALF OF SECTION 31. TOWNSHIP 46 SOUTH. RANGE
29 EAST, COLLIER COUNTY. FLORIDA LYING SOUTH OF LAKE TRAFFORD ROAD
(COUNTY ROAD 890. F/K/A STATE ROAD 850),TOGETHER WITH THE NORTI 11.800.00
FEET OF SECTION 6. TOWNSHIP 47 SOUTH. RANGE 29 EAST. COLLIER COUNTY.
FLORIDA, LESS AND EXCEPT THE LANDS PLATTED AS THE SUBDIVISION KNOWN
AS "ARROWHEAD RESERVE AT LAKE TRAFFORD - PHASE ONE". AS RECORDED IN
PEAT BOOK 42 AT PAGES 94 THROUGH 11 OF THE PUBLIC RECORDS OF COLLIER
COUNTY, FLORIDA.
THIS PROPERTY IS SUBJECT TO EASEMENTS. RESERVATIONS OR RESTRICTIONS OF
RECORD.
BEARINGS REFER TO THE SOUTHERLY RIGHT-OF-WAY LINE OF 1MMOKALEE
ROAD. AN 80.00 FOOT WIDE RIGHT-OF-WAY. AS BEING SOUTH 87°58'12" EAST.
Parcels: 00131720000 and 00131760002
rim SOUTHWEST ONE-QUARTER (1/4). THE SOUTH ONE-HALF (1/2) OF THE
NORTHWEST ONE-QUARTER (1/4). AND THE NORTHEAST ONE-QUARTER (1/4) OF
THE NORTHWEST ONE QUARTER(1/4), IN SECTION 5, TOWNSHIP 47 SOUTH. RANGE
29 EAST. COLLIER COUNTY. FLORIDA.
Parcel: 0013268000
THE NORTHEAST QUARTER (NE 1/4) OF THE SOUTHEAST QUARTER (SE 1/4), OF
SECTION 6. TOWNSHIP 47 SOUTH. RANGE 29 EAST. COLLIER COUNTY. FLORIDA.
Parcels: 00132720009 and 00132640008 and 00114160001 and 00113600009 and
00113560000
Cc'°
TAX ID NUMBERS'00057320005.00072520000:00113600106:00132680107. 00132720009;00132640008 00114160001
00113600009 00113560000:00131760002•00131720000 00132680000
ALL OF SECTION 6,TOWNSHIP 47 SOUTH. RANGE 29 EAST. EXCEPTING THEREFROM
THE NORTH 1800 FEET AND THE NORTHEAST '/4 OF THE SOUTHEAST I/4: AND:
ALL OF SECTION 7. TOWNSHIP 47 SOUTH, RANGE 29 EAST: AND;
THE EAST ONE-HALF (E h) OF SECTION 1. TOWNSHIP 47 SOUTH. RANGE 28 EAST.
EXCEPTING THEREFROM THE NORTH 1800 FEET THEREOF: AND:
THE EAST ONE-HALF (E ''/)OF SECTION 12. TOWNSHIP 47 SOUTH. RANGE 28 EAST:
ALL LYING AND BEING IN COLLIER COUNTY. FLORIDA.
CONTAINING 1.506.32 ACRES MORE OR LESS.
ACCESS TO PUBLIC RIGHT-OF-WAY VIA THE FOLLOWING DESCRIBED ROAD
EASEMENT:
DESCRIPTION OF THE CENTERLINE OF A 60 FOOT ROAD EASEMENT LYING IN
SECTION 31. TOWNSHIP 46 SOUTH. RANGE 29 EAST AND SECTIONS 5 AND 6.
TOWNSHIP 47 SOUTH. RANGE 29 EAST. COLLIER COUNTY, FLORIDA:
BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION 6, RUN SOUTH 47°-00'-
20" WEST 75.60 FEET, THE EASEMENT BOUNDARY LINES BEGINNING AT THE EAST
LINES OF SAID SECTIONS 31 AND 6: THENCE SOUTH 01°-04'-09 EAST 2047.70 FEET:
THENCE SOUTH 01°-49'-12" WEST 425.54 FEET;THENCE SOUTH l 1°-28'-27" EAST 49.75
FEET; THENCE SOUTH 50°-38'-39" EAST 96.48 FEET INTO SAID SECTION 5; THENCE
SOUTH 00°-24'-43" EAST 1407.61 FEET, SAID CENTERLINE RUNNING 30 FEET EAST
OF AND PARALLEL TO THE WEST LINE OF SAID SECTION 5: THENCE SOUTH 10°-I 1'-
02" EAST 494.06 FEET: THENCE SOUTH 00°-32'-12" EAST 199.50 FEET:THENCE SOUTH
I2°-30'-36" WEST 154.96 FEET; THENCE SOUTH 04°- 45°-44" WEST 383.43 FEET:
THENCE SOUTH 89°-14'-11" WEST 48.09 FEET ALONG A LINE RUNNING 30 FEET
NORTH OF AND PARALLEL WITH THE SOUTH LINE OF SAID SECTION 5 TO THE
WEST LINE OF SAID SECTION 5 AND THE POINT OF TERMINATION.
,8
0.1t'e