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Parcel 1331POND (Folio #40570960009) | | / PROJECT GO24G'Vanderbilt Beach Road Extension'Phase 2 PARCEL: 1331POND FOLIO: 40578868000 � PURCHASE AND SALE AGREEMENT � (vacant land) THIS PURCHASE AND SALE AGREEMENT ("Agreement") is entered into this day of KWEM&FIZ�2024, by and between NICOLAS MARTIN CHIALVA, a married man, whose mailing address is r* Lote 12 MZA 64, Argentina, Cordoba, CP5000 ("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, conm|sbng of vacant land, legally described an follows(the^Pnoperty~). � The West Y2of Tract 1S. Golden Gate Estates Unit No. 75. according ho the map nrplat thereof aurecorded in Plat Book S. Page 11. of the Public Records of Collier County, Florida. / 8, The County desires to purchase the Property from Seller, and Seller desires to sell the Property | to the County. � NOW THEREFORE, the parties agree aahnUows� 1. AGREEMENT TO SELL AND PURCHASE Seller hereby agrees 0osell, and the County hereby agrees to purchase the Property on the terms and conditions set forth in this Agreement. 2' COMPENSATION, X Amount, The compensation payable by the County for the Property$11all be$190,000, subject to prorations, apportionments, and distribution of sales proceeds provided for in thisAgreement, et e,with statutory attorney and expert fees in the amount of$11,524 payable to Gaylord, Merlin, Ludovici & Diaz. No portion$f the compensation io attributable hn personal property, B, Full Compensation, The payment nf the net sales proceeds ho Seller, payable by County check at Closing (defined be/owv), shall be (i) full compensation for the Property, including, without limitation, all improvements located on the Property 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 ofthe Property to the County, whether foreseen or unhzreseen, including, without limitation, and to the extent applicable, attomeys'fees, expert witness fees and costs as provided for in Chapter 73, Florida Statutes. 3. CLOSING DATE; POSSESSION. A, Ciooinn Date. Seller's conveyance of the Property t: the County (the "Closing") shall occur within 3U days ufthe 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 Coon<y'a Transportation Engineering Division, 2O85 Horseshoe Drive South, Naples, Florida 34104. B. Nm Adverse Chonqeo. Risk of Loss, The County'nohhgaUon bo 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, 7iL/� � physical condition of the Property, the parties'execution of this Agreement and the Closing, risk of loss shall be borne by Seller. If the Property is damaged prior to Closing, excluding damage caused by the County, Seller shall repair and restore the Property at Seller's expense. C, -Possession, 8e|ks shall remove Seller's personal pnnpert/, vmoate, and surrender possession of the Property bo the County atClosing, Seller, at its sole expense, and hn the extent applicable, shall pay all utility expenses(e.g,.electricity, gas,water, sewer, phone,intmmet.cab|e). maintenance and repair wupenmem cost of pest cmn�o|. landscaping, security, and other rouUoaoem/ues. and aU vvb~ o�herexpanm�o�mmooiahw1 - the Property that accrue through the date ofClosing. Seller shall leave the Property 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 right tn inspect the Property prior byClosing. 4. CLOSING DOCUMENTS. An soon after the parties' execution of this Agreement emispoosiblm Seller shall <i> provide the County with m copy of Seller's property survey and title insurance policy� for the Property, if any, and (ii) deliver the following documents to the Cnunty, properly executed and in a form | approved by the Collier County Attorney's Office(the"Closing Documents") � � (a) Warranty Deed-, � (b) Closing Statement: | (d Affidavit ofTitle: | (d) Form W-S (Request for Taxpayer Identification Number and Certifivadon � (� Ev�an��|�a|m�h�� a���� �t� i�k��)����#� - reementonbehalf of Seller to execute and deliver this Agreement and the Closing Documents: � | (V A Satisfaction, Release, or Termination from the holder of each mortgage or other lien open of record encumbering the Pnuperty� (g) Evidence of termination of any leases or rental agreements that encumber the Property; '; (h) A termination or vacation of any existing easement that encumbers the Property, if required by the County, and | (i) Such other documents as the County or title company deems necessary or appropriate to clear . title ho 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. i 5. CLOSING COSTS AND DEDUCTIONS | K Counm'a 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 nf title insurance if the County elects ho obtain one, Additionally,the County may elect&y pay reasonable costs incurred and/or processing hoea required by mortgagees or other lien holders [n connection with the delivery of properly executed Satisfaction, Releases, or Terminations of any liens open of record encumbering theproperty. The County shall have sole discretion as to what constitutes'reasonable costs and/or processing fees." B, Seller's O(oumg Coots At Closing, Seller shall pay (i) all state documentary stamp taxes required on the conveyance instrument(s) m accordance with Section 201,01. Florida Shmtw$nw. unless the | Property is acquired under the threat of condemnation, in which case the conveyance is exempt from state | documentary stamp taxes; (ii) the cost of discharging any outstanding mortgages and other indebtedness | secured by lien on the Property: (iii) all taxes and assessments that are due and payable; and (iv) the full � amount u/condominium/homeowner association special assessments and governmentally imposed liens or special assessments(other than COOVyNSTU assessments) which are a lien or special aammmannmnt that is certain as to the identity of the lienor or assessor, the property subject to the lien or special assessment, and the amount ofthe lien or special assessment, If the Property is located within a Community Development District (^CDD'') or Municipal Service or Benefit Taxing Unit (^yNSTU^)^ the County ohmU assume any outstanding capital balance, 2 C Prorationolhe following items shall � ��� os �� date of �~~'w' with the Countyentitled to the date of Closing, <i> ad valorem and non-ad valorem taxes based upon the most current assessment mvailab}m, without disoount, provided that if the cur/ant year's tax bill — is not yet available, but m TR|NYNohuehas been issued,the ad-valorem taxes mhoUbe prorated based upon the amount set forth therein; (ii) oondominiun/hnmmmwnorasooc,ad*n assessments (other than those required to be paid in '~/' under subparagraph Bof this panaQraph), and(iii)CD[VK8STU operating and maintenance assessments, 6' INSPECTIONS. A. Inspections. Following the date of the parties' execution uf this Agreement, the County shall have the right, at its sole cost and expense, to conduct whatever investigations and inspections of the Property that it deems appnnpriate, including, without limitation, a title examination, property survey, appraisal,enwirmnmenba| amseoomentm, engineering studien, oui| borings, determination of compliance of the Propm'^'v|Mh applicable laws, and the like, Seller shall provide the County with reasonable access uo'the Property to conduct on-site inspections. The County shall promptly ropairoydamm~= hothePropehy caused bysuch on-site inspections. B, County's Riqht to Terminate, Notwithstanding anything in this Agreement hn the contrary, the CAunb.s obligations under this Agreement to acquire the Property are contingent upon the County'a satisfaction with the PropertY, including, without |imitebon, as revealed by the County'a investigations and inspections am set forth herein. If, prior to the Closing, the County identifies any objectionable matters and o- dw�nminesthat such ot8e��imnwcannot bo resolved to the Cuunty'somhstaction through reasonable di|igence within m reasonable period of time, and at a reasonable cont, all aodetermined by the County in its s - d/scredon. the County shall have the right to terminate this Agromn`entbywn�mn notice to 8e|har, 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, 7' SEL1,ER~S REPRESENTATIONS AND WARRANTIES Seller makes the following representations and warranties on the date of Seller's execution of this AgmnemenL and shall be deemed to have repeated same atClosing: (o) Seller is the sole owner of fee simple title to the Property and has full right, power, and authority to own and operate the Proparty, to execute this Agreement, and hofulfill Seller's obligations under this Agreement and the Closing Documents (b) No tenant or other party has any right or option to acquire the Property or to occupy the Property, or, if applicable, Seller shall d/mo/mse 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, auuapt as may be disclosed in the title commitment, title report, or attorney title opinion obtained orh»be obtained prior Uu the Closing. ' (d) Between the date of Seller's execution ufthis Agreement and the Cbsing. Seller shall not do ' anything ho encumber the title to the Property, or convey the Property bma third party, or grant to any third party any rights of any kind with respect to the Pnuperty, or do anything to change ' or permit to be changed the physical condition of the Property,without in each instance obtaining the County's prior written conaent, which may be granted or withheld /n the County's mo/m discretion. (e) No maintenance,construction,advertising, management,leasing,employment,service,or other contracts affecting the Property shall remain in effect following the Closing. (� There are no governmental proceedings or investigations of any kind, formal oc informal, civil mr criminal, pending ur threatened, that may affect the Prop" or adversely affect Seller's ability to perform Seller's obligations under this Agreement. 3 ' _ ! (Q) The Property is in compliance with all federal, state and local lavwy, indudn8,without limitation, environmental laws: no unsafe levels ofradon, nmld, lead, or other pollutants or hazardous substances have been used, generated, sbored, treated, or removed from the Property, nor is there any |mwsuit, 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 prop",, ' and Seller has not received notice and otherwise has no knowledge of any existing or threatened ' environmental lien against the Property, (h) Seller has not utilized a real estate broker or agent in connection with Seller's sale nf the Property to the County and no real estate sales commission is due, | (|) None of the improvements located on the Property, if any, encroach upon adjoining properties, | / and no improvements located on adjoining properties encroach upon the Property, 8. DEFAULT, REMEDIES. |f either party fails Vo 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 coots, in connection with such daCau|1� all rights and remedies being cumulative. 9' INDEMNIFICATION; WAIVER OF CLAIMS. Seller shall indmmnity, defend, and hold the County harmless from and against all claims and actions asamred against the County, and all damages, |msmmm. |iatxUb/, penalties, fines, costs and expenses, including, without |imibadun, attorney fees and court comts, 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 Prop" prior toClosing. { 10. NOTICES. All notices given Uy either party tn the other under this Agreement shall beinwriting / and shall be personally da|ivered, or delivered by m traceable courier, or mailed by U,8. certified mmU. 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, 11. GENERAL PROVISIONS, A. Successors and Asoionu. This Agreement shall inure uu the benefit uf and be binding upon the parties and their respective heirs, executors. personal representatives. successors and permitted assigns. B Ausionment. The parties shall not assign any rights or obligations under this Agreement toa third party without the prior written consent of the other party. C EnMneAureemant. 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 mns| agreements, undertakings, promises,warranties, or covenants not contained herein, D. Amendments. All amendments\o this Agreement must bmin writing and signed byboth 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. 4 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. Severabilitv. 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: , 2024 SELLER: NI RTIN CHIALVA Date: NO\I- I (-- , 2024 COUNTY: COLLIER ATTEST: CRYSTAL K. KINZEL, Clerk of the BOARD OF COUNTY COMMISSIONERS Circuit-Court& CoMPtroller COLLIER CO , FLORIDA By: , By: Deputy Clerk .••: , CHR AL , Chairperson Attest F; lc) Ctiv.man 5ijr)etCirt"only 'ved as to f "I. legality: 1111 DERE D. PERRY, ESQ. !, \SA Assistant County Attorney \ Last Revised 1/5123 5 0 EXHIBIT "A" Page 1 of 1 PER AiiUE NE - — TRACT 14 19 GOLDEN GATE ESTATES aTE ESTATES UNI1 75 75 PLAT 500K 5 PAGE 1 5 PAGEII P4 41 :LP RrOl.:i TRACT 19 UgliWi - c cioweit m." oR 4207/2000 ?, PROPOSED PARCEL 1131POW> 10641C0 SO.FT. 165 VANDERBILT BEACH ROAD ,11 STA:10304.116 r.STA:857+40 .113 . , .1? . . . . _7sr . . . . .•s° - a? N SOFT. SQUARE FEET FEE PROPOSED FEE SIMPLE ACQUISITION W E OR OFFICIAL RECORDS (BOOK/PAGE) [..A*.K.., PROPOSED FEE SIMPLE PARCEL TE — ROW DAIED/DAAILED : 03/13 /2024 LEGAL DESCRIPTION FOR PARCEL 1331 POND A PORTION OF TRACT 19, GOLDEN GATE ESTATES UNIT 75, AS RECORDED IN PLAT BOOK 5, PAGE OF THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA. LYING IN SECTION 31, TOWNSHIP 48 SOUTH, RANGE 28 EAST, COLLIER COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS. Digitally signed • •••„ THE WEST 185 FEET OF SA* TRACT 19. .„ by Michael , s 1 CONTAINING 108.900 SQUARE FEET, ALSO BEING 2.50 ACRES, MORE OR L 51" * wardSS. * s Date: f--411A;:s'el 2024.03.13 10:20:12-0400' 0 100 I SKETCH k DESCRIPTION ONLY NONE. P ,POOYEINCOO N 3111MOYON MINA PONIONOM MUM=NO.alei NOT A BOUNDARY SURVEY f4L&l*Nt MOO OIM roe ate.Jerome co MS DOOLOIDP FOR: COWER COUNTY GOVERNMENT BOARD OF COUNTY COMMISSIONERS ALMONZEN OY MOPE A MIN PLO VANDERBILT BEACH ROAD ISTRNSION/PEILSE SISTCR lc DA:SCRIP/70N 07: PROPOSED FICA SIAIP POO WONg.o.PO4.4.3.15..nysli 200 ACQUISITION FlY4SYS PAN(23P)SW 45'1 ta vssz PARCEL 33 IPOND NGINEERING E COLLIER COUNTY, FLORIDA JOB NUMBER I REVISION SECTION 1 TOWNSHIP RANGE I SCALE DATE DRAWN BY nu NAME I SHUT 060119.08.00 31 I 485 28E I - ISO* •03/01/24_ TAT _ SX13.31POND t Or 1 to] ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. County Attorney Office County Attorney Office (0 D rO V✓ " I t1ILY 2. BCC Office Board of County Commissioners at kt AtS it iiI z3. Minutes and RecordsClerk of Courts Office q/�W\ tt Zt I?192/ *Please scan under Vanderbilt Beach Road Ext—Phase 2 Proj. No. 60249 in the BMR Real Property Folder. Thank you. PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Phone Number 252-5880 Contact/ Department Transportation Engineering-ROW Agenda Date Item was 11-12-2024 Agenda Item Number 16-B-2 Approved by the BCC Type of Document Purchase and Sale Agreement Number of Original 1 Attached Documents Attached PO number or account number if document is to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature? RLG 2. Does the document need to be sent to another agency for additional signatures? If yes, provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. N/A 3. Original document has been signed/initialed for legal sufficiency. (All documents to be signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's Office and all other parties except the BCC Chairman and the Clerk to the Board N/A 5. The Chairman's signature line date has been entered as the date of BCC approval of the RLG document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's RLG signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip should be provided to the County Attorney Office at the time the item is input into SIRE. RLG 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 your deadlines! 8. The document was approved by the BCC on 11-12-2024 and all changes made during n N/A is not the meeting have been incorporated in the attached document. The County J1n r an option for Attorney's Office has reviewed the changes,if applicable. ��//✓/ this line. 9. Initials of attorney verifying that the attached document is the version approved by the p N/A is not BCC,all changes directed by the BCC have been made,and the document is ready for the OY an option for Chairman's signature. this line.