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Folio: 37396520005 Parcel 1314FEE PROJECT: 60249 -Vanderbilt Beach Road Extension - Phase 2 PARCEL: 1314FEE FOLIO: 37396520005 PURCHASE AND SALE AGREEMENT (partial fee simple) THIS PURCHASE AND SALE AGREEMENT ("Agreement") is entered into this l2_ day of °caeER, 2024, by and between MELVA E. STEVENSON, individually and as surviving Trustee of the Stevenson Trust dated September 8, 1997, whose mailing address is 457 Phlox CT, Thousand Oaks, CA 91360("Seller"), and COLLIER COUNTY, a political subdivision of the State of Florida, whose mailing address is 3299 Tamiami Trail East, c/o County Attorney's Office, Suite 800, Naples, FL 34112 (the"County"). Recitals: A. Seller owns certain real property in Collier County, Florida, commonly known as 2181 10th Ave NE, Naples, FL 34120 (the "Property"); and B. The County desires to purchase a portion of Seller's Property as described in Exhibit "A" attached hereto (the"Parcel"). NOW THEREFORE, the parties agree as follows: 1. AGREEMENT TO SELL AND PURCHASE. Seller hereby agrees to sell, and the County hereby agrees to purchase the Parcel on the terms and conditions set forth in this Agreement. 2. COMPENSATION. A. Amount. The compensation payable by the County for the Parcel shall be $30,700.00, subject to prorations, apportionments, and distribution of sales proceeds provided for in this Agreement. No portion of the compensation is attributable to personal property. B. Full Compensation. The payment of the net sales proceeds to Seller, payable by County check at Closing (defined below), shall be (i) full compensation for the Parcel, including, without limitation, all improvements located on the Parcel as of the date of this Agreement; and (ii) full and final settlement of all other damages and expenses suffered or incurred by Seller in connection with Seller's conveyance of the Parcel to the County, whether foreseen or unforeseen, including, without limitation, and to the extent applicable, attorneys' fees, expert witness fees and costs as provided for in Chapter 73, Florida Statutes. 3. PUBLIC DISCLOSURE If Seller holds title to the Property in the form of a partnership, limited partnership,corporation,trust, or any form of representative capacity whatsoever for others, Seller shall, before the full execution of this Agreement, make a written public disclosure, according to Section 286.23, Florida Statutes, under oath, subject to the penalties prescribed for perjury, of the name and address of every person having a beneficial interest in the Property before the Parcel is conveyed to the County. The foregoing notwithstanding, (i) if Seller is a corporation 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 exempt from the provisions of Section 286.23, Florida Statutes, and (ii)the names and addresses of persons or entities holding less than 5 percent of the beneficial interest in the disclosing entity are not required to be disclosed. 1 4. CLOSING DATE; POSSESSION. A. Closing Date. Seller's conveyance of the Parcel to the County (the"Closing")shall occur within 30 days of the County's receipt of all properly executed Closing Documents(defined below). TIME IS OF THE ESSENCE. The Closing shall take place at the offices of the County's Transportation Engineering Division, 2885 Horseshoe Drive South, Naples, Florida 34104. B. No Adverse Changes; Risk of Loss. The County's obligation to close shall be contingent upon the County having determined that, between the date that the County completes its due diligence investigations and inspections under this Agreement and the Closing, there shall have been no adverse changes in the title, physical condition of the Parcel, or other matters previously approved by the County. Between the date of the parties' execution of this Agreement and the Closing, risk of loss shall be borne by Seller. If the Parcel is damaged prior to Closing, excluding damage caused by the County, Seller shall repair and restore the Parcel at Seller's expense. C. Possession. Seller shall remove Seller's personal property, vacate, and surrender possession of the Parcel to the County at Closing. Seller shall leave the Parcel free of all personal property and debris and in substantially the same condition as exists on the date of Seller's execution of this Agreement. The County shall have the right to inspect the Parcel prior to Closing. 5. CLOSING DOCUMENTS. As soon after the parties' execution of this Agreement as is possible, Seller shall (i) provide the County with a copy of Seller's property survey and title insurance policy for the Property, if any, and (ii) deliver the following documents to the County, properly executed and in a form approved by the Collier County Attorney's Office(the"Closing Documents"): (a) Warranty Deed; (b) Closing Statement; (c) Affidavit of Title; (d) Form W-9 (Request for Taxpayer Identification Number and Certification); (e) Evidence of legal authority and capacity of the individual executing this Agreement on behalf of Seller to execute and deliver this Agreement and the Closing Documents; (f) A Satisfaction, Partial Release, or Termination from the holder of each mortgage or other lien open of record encumbering the Parcel; (g) A Partial Release or Termination of any leases or rental agreements that encumber the Parcel; (h) A Termination, Vacation or Subordination of any existing easement that encumbers the Parcel, if required by the County; and (i) Such other documents as the County or title company deems necessary or appropriate to clear title to the Property. Following the Closing, Seller shall execute any and all additional documents as may be requested by the County or title company to correct clerical errors, clear title, or otherwise carry out the intent of the parties. 6. CLOSING COSTS AND DEDUCTIONS. A. Countv's Closing Costs. At Closing, the County shall pay (i) the recording fees to record the conveyance instrument(s) and any curative instruments required to clear title; and (ii) the cost of an owner's policy of title insurance if the County elects to obtain one. Additionally, the County may elect to pay reasonable costs incurred and/or processing fees required by mortgagees or other lien holders in connection with the delivery of properly executed Satisfaction, Releases, or Terminations of any liens open of record encumbering the Property. The County shall have sole discretion as to what constitutes"reasonable costs and/or processing fees." B. Seller's Closing Costs. At Closing, Seller shall pay (i) all state documentary stamp taxes required on the conveyance instrument(s) in accordance with Section 201.01, Florida Statutes, unless the Property is acquired under the threat of condemnation, in which case the conveyance is exempt from state documentary stamp taxes; (ii) any apportionment and distribution of the full compensation amount provided 2 C40 for in this Agreement that may be required by any mortgagee, lien holder, or other encumbrance holder as payoff, paydown, or for the protection of its security interest, or as consideration due to any diminution in the value of its property right; (iii) all taxes and assessments that are due and payable; and (iv) the full amount of condominium/homeowner association special assessments and governmentally imposed liens or special assessments (other than CDD/MSTU assessments) which are a lien or a special assessment that is certain as to the identity of the lienor or assessor, the property subject to the lien or special assessment, and the amount of the lien or special assessment. If the Property is located within a Community Development District ("CDD")or Municipal Service or Benefit Taxing Unit("MSTU"),the County shall assume any outstanding capital balance on the Parcel. C. Prorations. The following items shall be prorated as of the date of Closing, with the County entitled to the date of Closing: (i)ad valorem taxes based upon the most current assessment available,without discount, provided that if the current year's tax bill is not yet available, but a TRIM Notice has been issued, the ad-valorem taxes shall be prorated based upon the amount set forth therein; (ii) condominium/homeowner association assessments(other than those required to be paid in full under subparagraph B of this paragraph), and (iii) CDD/MSTU operating and maintenance assessments. 7. IRRIGATION SYSTEM AND MISCELLANEOUS IMPROVEMENTS. A. Relocation. Seller agrees to relocate existing irrigation, electrical, or other systems located on the Parcel, if any, including, but not limited to, irrigation lines,sprinkler valves, electrical wiring, etc.("Systems"), prior to the commencement of construction, without any further notification from the County. Seller assumes full responsibility for the relocation of all Systems and their performance on the remainder property after relocation. Seller holds the County harmless for any and all possible damage to the Systems in the event Seller fails to relocate the Systems prior to the commencement of construction. B. Retention of Improvements. Seller acknowledges that the County has compensated Seller for the value of all improvements and landscaping ("Improvements") located within the Parcel, and yet the County is willing to permit Seller to salvage said Improvements provided same are removed from the Parcel prior to the commencement of construction. If Seller elects to retain any Improvements located on the Parcel, Seller is responsible for their removal prior to the commencement of construction,without any further notification from the County. All Improvements remaining on the Parcel at the time of commencement of construction shall be deemed abandoned by Seller. C. This section shall survive Closing and is not deemed satisfied by conveyance of title. 8. INSPECTIONS. A. Inspections. Following the date of the parties' execution of this Agreement, the County shall have the right, at its sole cost and expense, to conduct whatever investigations and inspections of the Parcel that it deems appropriate, including, without limitation, a title examination, property survey, appraisal, environmental assessments, engineering studies, soil borings, determination of compliance of the Parcel with applicable laws, and the like. Seller shall provide the County with reasonable access to the Parcel to conduct on-site inspections. The County shall promptly repair any damage to the Parcel caused by such on-site inspections. B. County's Right to Terminate. Notwithstanding anything in this Agreement to the contrary, the County's obligations under this Agreement to purchase the Parcel are contingent upon the County's satisfaction with the Parcel, including, without limitation, as revealed by the County's investigations and inspections as set forth herein. If, prior to the Closing, the County identifies any objectionable matters and determines that such objections cannot be resolved to the County's satisfaction through reasonable diligence, within a reasonable period of time, and at a reasonable cost, all as determined by the County in its sole discretion, the County shall have the right to terminate this Agreement by written notice to Seller, whereupon neither party shall thereafter have any rights or obligations under this Agreement. The County may, but shall not be required to, provide Seller with an opportunity to rectify such objections. 3 9. SELLER'S REPRESENTATIONS AND WARRANTIES. Seller makes the following representations and warranties on the date of Seller's execution of this Agreement, and shall be deemed to have repeated same at Closing: (a) Seller is the sole owner of fee simple title to the Property and has full right, power, and authority to own and operate the Property, to execute this Agreement, and to fulfill Seller's obligations under this Agreement and the Closing Documents. (b) No tenant or other party has any right or option to acquire the Parcel or to occupy the Parcel, or, if applicable, Seller shall disclose same to the County in the applicable Closing Documents. (c) Seller's title to the Property is free and clear of all mortgages and other liens and encumbrances, except as may be disclosed in the title commitment, title report, or attorney title opinion obtained or to be obtained prior to the Closing. (d) Between the date of Seller's execution of this Agreement and the Closing, Seller shall not do anything to encumber the title to the Property, or convey the Parcel to a third party, or grant to any third party any rights of any kind with respect to the Parcel, or do anything to change or permit to be changed the physical condition of the Parcel, without in each instance obtaining the County's prior written consent,which may be granted or withheld in the County's sole discretion. (e) No maintenance,construction,advertising, management, leasing,employment,service,or other contracts affecting the Parcel shall remain in effect following the Closing. (f) There are no governmental proceedings or investigations of any kind, formal or informal, civil or criminal, pending or threatened, that may affect the Property or adversely affect Seller's ability to perform Seller's obligations under this Agreement. (g) The Property is in compliance with all federal, state and local laws, including, without limitation, environmental laws; no unsafe levels of radon, mold, lead, or other pollutants or hazardous substances have been used, generated, stored, treated, or removed from the Property, nor is there any lawsuit, proceeding, or investigation regarding same; the Property has never been used as a landfill, and there are no underground storage tanks on the Property; there has been no spill, contamination, or violation of environmental laws pertaining to any contiguous property; and Seller has not received notice and otherwise has no knowledge of any existing or threatened environmental lien against the Property. (h) None of the improvements located on the Parcel, if any, encroach upon adjoining properties, and no improvements located on adjoining properties encroach upon the Parcel. 10. DEFAULT; REMEDIES. If either party fails to perform any of its obligations under this Agreement and fails to cure such failure within 15 days after receiving written notice thereof from the non-defaulting party, the non-defaulting party shall have the right to terminate this Agreement by giving written notice of termination to the defaulting party; without limitation of any other rights and remedies available to the non-defaulting party at law or in equity, including,without limitation,the right to seek specific performance,and to recover damages, including attorney fees and court costs, in connection with such default; all rights and remedies being cumulative. 11. INDEMNIFICATION; WAIVER OF CLAIMS. Seller shall indemnify, defend, and hold the County harmless from and against all claims and actions asserted against the County, and all damages, losses, liability, penalties, fines, costs and expenses, including, without limitation, attorney fees and court costs, suffered or incurred by the County, arising from (i) Seller's representations and warranties in this Agreement or in any of the Closing Documents if untrue; or(ii) Seller's failure to perform any of Seller's obligations under this Agreement, irrespective of whether the County delivers a written notice of default to Seller; or(iii) injuries, accidents or other incidents occurring on the Property prior to Closing. 4 12. NOTICES. All notices given by either party to the other under this Agreement shall be in writing and shall be personally delivered, or delivered by a traceable courier, or mailed by U.S. certified mail, to the parties at their respective addresses set forth in the introductory paragraph of this Agreement, or such other address as may be specified by either party from time to time by written notice to the other party. Notices shall be deemed given on the date of receipt if personally delivered, or delivered by courier, or 3 days after mailing. 13. GENERAL PROVISIONS. A. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties and their respective heirs, executors, personal representatives, successors and permitted assigns. B. Assignment. The parties shall not assign any rights or obligations under this Agreement to a third party without the prior written consent of the other party. C. Entire Agreement. This Agreement constitutes the entire agreement of the parties as pertains to the subject matter hereof, and there are no prior or contemporaneous written or oral agreements, undertakings, promises, warranties, or covenants not contained herein. D. Amendments. All amendments to this Agreement must be in writing and signed by both parties. E. Time Periods. If any deadline or expiration of any time period provided for hereunder falls on a Saturday, Sunday or legal holiday, such deadline or expiration shall be extended to the following business day. F. Survival. All provisions of this Agreement that are not, or by their nature cannot be, performed prior to the Closing, including, without limitation, Seller's representations, warranties, indemnity obligations, shall survive the Closing. G. Severability. If any provision of this Agreement is determined to be legally invalid or unenforceable, such provision shall be severed from this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect. H. No Waiver. No party shall be deemed to have waived its right to enforce any specific provision of this Agreement unless such waiver is in writing. Any such written waiver shall be applicable only to the specific instance to which it relates and shall not be construed as a continuing waiver as to future instances or as a waiver of any other provision. I. Governing Law: Venue. This Agreement shall be governed and construed in accordance with the laws of the State of Florida. All disputes arising under this Agreement shall be brought solely in the courts in Collier County, Florida, and the parties hereby agree to said venue. IN WITNESS WHEREOF, the parties have executed this Agreement on the dates indicated below, effective as of the date this Agreement is executed by the County. Date' cJ , 2024 SELLER: c.- -,"/Vs :..Q.JA-R-k-? MELVA ;STEVENS() , individually and as Trustee of the Stevenson Trust, dated September 8, 1997 5 Date; 10 Cr- 2.2 , 2024 COUNTY: COLLIER ATTEST: CRYSTAL K. KJNZEL, Clerk of the BOARD OF COUNTY COMMISSIONERS Circuit Court & Comptroller COLLIER CO TY, FLORIDA 4. By: Deputy' erk✓ CHRI AL , Chairperson Attest as to Chairman's signature only Approved as to form and legality: A1, 4 DEREK D. PERRY, ESQ. O� A Assistant County Attorney ()\'y Ak. Last Revised 3/22/23 6 EXHIBIT A Page of 841 842 843 B45 846 847_ 84C , _ 849 STA.. 843+15 `—ETA 844+93 8 VANDERBILT BEACH ROAD -- 180' •-- 1 T-- PROPOSED PARCEL 1314FEE 18.000 SQ. FT. i I TRACT 103 rns TRACT 9O CHERELUS,MONFORT �jSIBENSON TRUST OR 6150/85 z OR I ° TRACT 90 TRACT 103 GOLDEN GATE ESTATES GOLDEN GATE ESTATES UNIT 16 UNIT 16 I PLAT BOOK 7 PAGE 3 PLAT BOOK 7 PAGE 3 _ 10TH AVENUE N.E. — I SQ.FT. SQUARE FEET FEE PROPOSED FEE SIMPLE ACQUISITION OR OFFICIAL RECORDS (BOOK/PAGE) PROPOSED FEE SIMPLE PARCEL •IL E TE - ROW W DATED/EMAILED : 03/12 /2024 LEGAL DESCRIPTION FOR PARCEL 1314FEE A PORTION OF TRACT 90, GOLDEN GATE ESTATES UNIT 16, AS RECORDED IN PLAT BOOK 7, PAGE 3, OF THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA, LYING IN SECTION 36, TOWNSHIP 48 SOUTH, RANGE 27 EAST, COLLIER COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: THE NORTH 100 FEET OF THE EAST 180 FEET OF SAID TRACT 90. „o„ Digitally signed CONTAINING 18,000 SQUARE FEET, OR 0.41 ACRES, MORE OR LESS. `'` Ai�wq' by Michael *: 55301 * Ward * 5 F >�° Date: ;�srFR t ,Rio SJ��:, 2024.03.12 LPNo 15:12:55-04'00' 0 75 150 900 9v: SKETCH & DESCRIPTION ONLY SCALE:1'=150• WWI REGISTRATION ONOFERTICAT I 50RVETDR uicwa .EMI PROFESSIONAL NO.5301 NOT A BOUNDARY SURVEY SIGNING DATE DOCUMENT WAS FOR: COLLIER COUNTY GOVERNMENT BOARD OF COUNTY COMMISSIONERS r�AUTHORIZED BY�M�A WARD. VANDERBILT BEACH ROAD EXTENSION/PHASE II SKETCH & DESCRIPTION OF: PROPOSED FEE SIMPLE 6610 illow Pa k Drive,Suite 200 Naples,Florida 34109 ACQUISITION P one:(239)597-0575 FAX'(239)597-0578 PARCEL 1314FEE LB No.:6952 COLLIER COUNTY, FLORIDA ENGINEERING JOB NUMBER REVISION SECTION TOWNSHIP RANGE SCALE DATE DRAWN BY FILE NAME SHEET 060119.08.00 0 36 48S 27E _ 1" = 150' 03/01/24 JR SK1314FEE 1 OF 1