Stewart (Joseph D. Stewart P.A) TAX ID NUMBER:28681500105
AGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT is made and entered into by and between Joseph D. Stewart P.A.,
whose address is 2671 Airport Road South, Suite 302, Naples, FL 34112 (hereinafter
referred to as "Seller"), and COLLIER COUNTY, a political subdivision of the State of
Florida, its successors and assigns, whose address is 2685 Horseshoe Dr. S., Suite 103,
Naples, FL 34104 (hereinafter referred to as "Purchaser").
WITNESSETH
WHEREAS, Seller is the owner of that certain parcel 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 Two
Hundred and Ninety Thousand Dollars and 00/100 dollars ($290,000.00), (U.S.
Currency) or the value of the appraisal engaged by the Purchaser, whichever is
lower, payable at time of closing; provided and if the Board of County
Commissioners does not approve the Purchase Price of Two Hundred and Ninety
Thousand Dollars and no/100 dollars ($290,000.00), Seller shall have the right to
rescind the Purchase Agreement.
2.02 The purchase of Unit 105 by the Purchaser is contingent upon the purchase of
14 other units by sale from Bigi & Bigi LLC.
Ili. CLOSING
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TAX ID NUMBER.28681500105
3,01 The Closing (THE "CLOSING DATE", "DATE OF CLOSING", OR "CLOSING") of the
transaction shall be held on or before one hundred and eighty (180) days following
execution of this Agreement by the Purchaser. or within thirty (30) days of
Purchaser's receipt of all closing documents, whichever is later. The Closing shall
be held at the office of the insuring title company or by mail. The procedure to be
followed by the parties in connection with the Closing shall be as follows:
3.011 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
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:
3.0111 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.
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.
3.012 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.
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TAX ID NUMBER. 28681500105
3.0122 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, Title Company Closing Fee, and the cost and electronic fee 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 request 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, 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.
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, except for liens or monetary obligations which will be
satisfied at Closing. Seller, at its sole expense, shall use its best efforts to make
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TAX ID NUMBER 28681500105
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 thirty (30) day period, may
accept title as it then is, waiving any objection: 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 exceptions to title as shown in the title commitment.
4.013 Seller agrees to furnish any existing surveys of the Property in Seller's
possession to Purchaser within ten (10) days of the effective date of this
Agreement. Purchaser shall have the option. at its own expense, to obtain a
current survey of the Property prepared by a surveyor licensed by the State of
Florida. No adjustments to the Purchase Price shall be made based upon any
change to the total acreage referenced in Exhibit "A." unless the difference in
acreage revealed by survey exceeds 5% of the overall acreage. If the survey
provided by Seller or obtained by Purchaser, as certified by a registered Florida
surveyor, shows: (a) an encroachment onto the property: or (b) that an
improvement located on the Property projects onto lands of others, or (c) lack of
legal access to a public roadway, the Purchaser shall notify the Seller in writing
of such encroachment. projection. or lack of legal access. and Seller shall have
the option of curing said encroachment or projection, or obtaining legal access
to the Property from a public roadway, 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 one hundred twenty (120) days from the date of this
Agreement. ("Inspection Period"), to determine through appropriate investigation
that:
1 . 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
development of the Property.
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TAX ID NUMBER 28681500105
3. The Property is in compliance with all applicable State and Federal environ-
mental laws and the Property is free from any pollution or contamination.
4. The Property can be utilized for its intended Office Space.
5.02 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 right of 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.
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 twenty-four (24) hours prior to said inspection of the
Property.
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.
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. Purchaser may. at its option. terminate this Agreement
by giving written notice of termination to Seller. Purchaser shall have the right to
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TAX ID NUMBER 28681500105
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.
9.02 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.
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. Seller further represents
the Property is free from any and all occupants. tenants, and other persons or
entities claiming possession of the Property at the time of closing. This provision
shall survive closing.
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.
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TAX ID NUMBER 28681500105
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, 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.
10.017 Seller represents that they have (it has) no knowledge that there is or
ever has been incinerators, septic tanks, or cesspools on the Property; all waste,
if any, is discharged into a public sanitary sewer system; 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
that to their knowledge 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 that they have (it
has) no knowledge that there is or ever has been any storage tanks for gasoline.
or any other substances are or were located on the Property at any time during
or prior to Seller's ownership thereof. Seller represents that they have (it has)
no knowledge that any part of the Property has ever 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 leases. licenses or other
possessory interests. restrictions, easements. or rights of way (other than
existing zoning regulations) that restrict or affect the use of the Property, and
there are no maintenance, construction, advertising, management, leasing,
employment. service. or other contracts affecting the Property.
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1AX ID NUMBER 28681500105
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 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.
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. 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.
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.
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 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.
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TAX ID NUMBER:28681500105
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.
Xl. 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, and with notification to the other Party sent via email containing
the tracking number and/or fax number (if applicable) of such notice addressed as
follows:
If to Purchaser: Kristi Sonntag, Division Director
Community & Human Services
3339 Tamiami Trail E Bldg H Suite 213
Naples, Florida 34112
Email: Kristi.Sonntag@colliercountyfl.gov
With a copy to: Attn: Grant Cox
Collier County Real Property Management
2685 Horseshoe Dr. S., Suite 103,
Naples, Florida 34104
Telephone number: 239-252-5373
Fax number: 239-252-8876
Email: Grant.Cox@colliercountyfl.gov
If to Seller: Joseph D. Stewart, P.A.
2671 Airport Road South, Suite 302
Naples, FL 34112
Telephone number: 239-775-4450
Fax number: _N/A_
Email: JStewartAdslegal.com
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
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CAC)
TAX ID NUMBER 28681500105
12.01 Any and all brokerage commissions or fees shall be the sole responsibility of
the Seller. Seller shall indemnify Purchaser and hold Purchaser harmless from and
against any claim or liability for commission or fees to any broker or any other
person or party claiming to have been engaged by Seller as a real estate broker,
salesman or representative, in connection with this Agreement. Seller agrees to
pay any and all commissions or fees at closing pursuant to the terms of a separate
agreement. if any.
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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TAX ID NUMBER 28681500105
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.
XIV. ENTIRE AGREEMENT
14.01 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.
XV. ACKNOWLEDGMENT OF POTENTIAL FUTURE USE
15.01 Any development rights or credits available on the Property are relinquished
by the Seller and conveyed to the Purchaser at closing as part of the sale of the
Property.
SIGNATURES APPEAR ON THE FOLLOWING PAGES
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TAX ID NUMBER:28681500105
IN WITNESS WHEREOF, the parties hereto have signed below.
Dated Project/Acquisition Approved by BCC: z 7.z-r 7z DZ /66. 5'
AS TO PURCHASER:
ATTEST:
CRYSTAL K. KINZEL, Clerk of the BOARD OF COUNTY COMMISSIONERS
Circuit Court Comptroller COLLIER COUNTY, FLORIDA
„. 4
;� Att est as to chainna s
sk..'tnature ooty. By: At.)%:„..,:ete-€410.4---
. ,�aa� ;rDeputy Clerk Burt Saunders, Chairman
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REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK
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C t:;
TAX ID NUMBER 28681500105
AS TO SELLER:
(1
DATED:
By:
Print Name: oseph D. Stewart, P.A.
Approved rm d legality:
istant Coun •tt•rney
•
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TAX ID NUMBER 28681500105
EXHIBIT "A"
PROPERTY IDENTIFICATION NUMBER: 28681500105
Unit 105,Court Plaza III, a Condominium, according to the Declaration of Condominium
thereof recorded in Official Records Book 1859, Page 1710, Public Records of Collier
County, Florida, together with it's undivided share of the common elements appurtenant
thereto as described in said Condominium Declaration.
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