Backup Documents 10/14/2025 Item #11B ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE 1 18
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.
**NEW** 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 10/14/2025
Attn. Sally A. Ashkar !A.k j
2. BCC Office Board of County Commissioners .•YY��
Wit/r&H 10/17
3. Minutes and Records* Clerk of Court's Office
*NOTE TO MINUTES AND RECORDS:
Please return an electronic copy of agreement to Grant.Cox@collier.gov
�u `' PRIMARY CONTACT INFORMATION
G1 f 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 Grant Cox/Real Property Management Phone Number 239-252-5373
Contact/ Department
Agenda Date Item was October 14, 2025 Agenda Item Number 11.B
Approved by the BCC
Type of Document Purchase Agreement Number of Original 1
Attached Documents Attached
PO number or account N/A
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?STAMP OK G.C.
2. Does the document need to be sent to another agency for additional signatures? If yes, N/A
provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet.
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 G.C.
by the Office of the County Attorney.
4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A
Office and all other parties except the BCC Chairman and the Clerk to the Board
5. The Chairman's signature line date has been entered as the date of BCC approval of the G.C.
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 G.C.
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip N/A
should be provided to the County Attorney Office at the time the item is input into SIRE.
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 above date,and all changes made during G.C. `/A is not
the meeting have been incorporated in the attached document. The County 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 IN/A is not
BCC,all changes directed by the BCC have been made, and the document is ready for the ,s lid 'an option for
rs
Chairman's signature. this line.
* COLlA.,7y "11A,4 CRt's ..re, V' C4J 6440!? 4C4ON4/7xf Fv4, 4M-4 x-/VA T2,44FQ 11Y rof1-4-0
"Ov
I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12
Docusign Envelope ID:91AECEE8-30B3-4E69-8A22-A996FDE2679A
11B
Collier County Water-Sewer District
TAX ID NUMBER:00282090906
AGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT FOR SALE AND PURCHASE (hereinafter referred to as this
"Agreement") is made and entered into by and between AMBROSI 3 LLC, a Florida
limited liability company whose address is 3910 Domestic Avenue, Naples, FL 34104
(hereinafter referred to as "Seller"), and the BOARD OF COUNTY COMMISSIONERS
OF COLLIER COUNTY, FLORIDA, AS THE GOVERNING BODY OF COLLIER
COUNTY AND AS THE EX-OFFICIO GOVERNING BOARD OF THE COLLIER
COUNTY WATER-SEWER DISTRICT, its successors and assigns, whose address is
2685 Horseshoe Drive South, 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" attached hereto and made a part
of this Agreement.
II. PAYMENT OF PURCHASE PRICE
2.01 The purchase price (the "Purchase Price") for the Property shall be Four
Million, Five Hundred Thousand Dollars and 00/100 dollars ($4,500,000.00),
(U.S. Currency) or the average of two appraisals engaged by the Purchaser,
whichever is lower, payable at time of Closing; If the average of the appraisals is
less than Four Million Five Hundred Thousand and 00/100 Dollars ($4,500,000.00),
the Board of County Commissioners may, by supermajority vote, approve payment
of the higher Purchase Price. Notwithstanding anything in this Agreement to the
Public Utilities Division 6/2025 Page 1 of 17
Docusign Envelope ID:91AECEE8-30B3-4E69-8A22-A996FDE2679A
Collier County Water-Sewer District
TAX ID NUMBER:00282090906 /
n 0
contrary, if such supermajority approv is not obtained or if for any reason the
Purchase Price to be paid to Seller #Purchaser at Closing is less than Four
Million, Five Hundred Thousand Dollars and 00/100 dollars ($4,500,000.00), then
Seller in its sole discretion shall have the right to rescind this Agreement upon
written notice without cost or penalty.
Ill. CLOSING
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 reasonably required closing documents, whichever is
later; provided, however, notwithstanding anything herein to the contrary, if for any
reason Closing does not occur on or before December 31, 2025, and the failure to
Close is not caused by any act or omission of the Seller, then Seller in its sole
discretion shall have the right to rescind this Agreement upon written notice without
cost or penalty. The Closing shall be held at the office of the insuring title company
or by mail or by electronic signatures. 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,
if legally required, acknowledged and 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 Commitment.
3.0114 A W-9 Form, "Request for Taxpayer Identification and Certification"
as required by the Internal Revenue Service.
Public Utilities Division 6/2025 Page 2 of 17
rya ct,$)
Docusign Envelope ID:91AECEE8-30B3-4E69-8A22-A996FDE2679A ^
Collier County Water-Sewer District
TAX ID NUMBER:00282090906
3.012 At the Closing, the Purchaser, or its assignee, shall cause to be
delivered to the Seller the items specified herein and the following documents and
instruments duly executed:
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 Title 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 Title Commitment immediately
after the recording of the deed.
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.
3.0123 Combined Purchaser-Seller closing statement.
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 electronic fee of recording any instruments necessary to clear
Seller's title to the Property (including a Multiple Lien Search, Electronic Service
Fees for documents being recorded, and a Corporate Affidavit). The cost of the
Owner's Form B Title Policy, issued pursuant to the Title Commitment provided for
in Section 4.011 below, shall be paid by Purchaser. The cost of the Title
Commitment along with the closing fee and any other charges for title services
shall also be paid by Purchaser. If (i) required by a Phase I report issued by a
licensed environmental professional received prior to Closing at Purchaser's sole
expense and (ii) desired by Purchaser, then Seller shall pay for a Phase II
Environmental Assessment selected by Purchaser; provided, however, if for any
reason the cost of such Phase II Environmental Assessment exceeds Five
Thousand Dollars and 00/100 dollars ($5,000.00), then Seller in its sole discretion
shall have the right to rescind this Agreement upon written notice without cost or
penalty.
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.
Public Utilities Division 6/2025 Page 3 of 17
pa, c i\O
i a
Docusign Envelope ID:91AECEE8-30B3-4E69-8A22-A996FDE2679A
� 1B
Collier County Water-Sewer District
TAX ID NUMBER:00282090906
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 effective 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 (the "Title
Commitment"), together with hard copies of all exceptions shown thereon.
Purchaser shall have thirty (30) days, following receipt of the Title 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 uncurable 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 no later
than ninety (90) days after the effective date of this Agreement as Purchaser's
sole remedy.
4.012 If Purchaser shall fail to advise the Seller in writing of any such
objections or uncurable exceptions in Seller's title in the manner herein
required by this Agreement, the title shall be deemed fully acceptable to
Purchaser and Purchaser shall waive all rights to raise any further objections
or uncurable exceptions in Seller's title. Upon notification of Purchaser's
objection to title, Seller shall have thirty (30) days to cure or otherwise 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 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 as Purchaser's sole
remedy. 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 and the
contingencies in Sections 4.011 and 4.012 shall be deemed waived.
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
Public Utilities Division 6/2025 Page 4 of 17
Ea cPs°
Docusign Envelope ID:91AECEE8-30B3-4E69-8A22-A996FDE2679A 1 18
Collier County Water-Sewer District
TAX ID NUMBER'00282090906
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 as
Purchaser's sole remedy. 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 and the contingencies in this Section 4.013 shall be
deemed waived.
V. INSPECTION PERIOD
5.01 Purchaser shall have ninety (90) days from the effective 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.
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 use and purpose by the Collier
County Water-Sewer District.
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
Public Utilities Division 6/2025 Page 5 of 17
CAO
11B
Docusign Envelope ID:91AECEE8-30B3-4E69-8A22-A996FDE2679A
Collier County Water-Sewer District
TAX ID NUMBER:00282090906
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 during normal business hours 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. Purchaser shall be solely responsible for any and
all damage to the Property or improvements thereon caused by or resulting from
any inspections, analyses, borings or other investigations conducted by Purchaser
or any of its agents, employees and servants, Purchaser agrees to repair such
damage and restore the Property and improvements thereon to their pre-existing
condition. Purchaser's repair and restoration obligations hereunder shall survive
termination of this Agreement.
VI. INSPECTION
6.01 Seller acknowledges that the Purchaser, or its authorized agents, shall have
the right to inspect the Property at any time during normal business hours prior to
the Closing upon no less than twenty-four(24) hours prior notice to Seller.
VII. POSSESSION
7.01 Purchaser shall be entitled to full possession of the Property at Closing,
subject to the following temporary occupancy rights granted to Seller. Purchaser
shall allow the Seller to occupy and use (i) all of the shop (i.e., retail space) portion
of the Property, including all of the upstairs area above the shop (i.e. the portion of
the Property closest to Domestic Avenue), (ii) all of the bay adjacent to the shop
and closest to Domestic Avenue (i.e., the first of five warehouse spaces) and (iii)
the five (5) parking spaces in the parking area closest to and abutting the front
doors to the shop (collectively, the "Occupied Area") for a period of up to sixty (60)
days following the date of Closing ("Occupancy Period"). Seller shall not be
required to pay rent or any other amounts to Purchaser for such post-Closing
Occupancy Period; however, Seller shall be solely responsible for all utility
charges associated with the use of the Occupied Area during such Occupancy
Period, as well as the cost of installation, maintenance, and service of any
separate meters required to measure such use, if any.
All other portions of the Property shall be delivered vacant and free of any
personal property or occupants at Closing. Upon expiration of the Occupancy
Public Utilities Division 6/2025 Page 6 of 17
ra ,41- C O
Docusign Envelope ID:91AECEE8-30B3-4E69-8A22-A996FDE2679A
11B
Collier County Water-Sewer District
TAX ID NUMBER:00282090906
Period, Seller shall deliver the Occupied Area to Purchaser free and clear of all
personal property and occupants, in broom clean condition, and otherwise in the
same condition as it existed as of the date of Closing. If Seller fails to vacate at the
end of the Occupancy Period, Seller shall be liable for holdover damages in the
amount of $233.33 per day, in addition to any other remedies available to
Purchaser at law or in equity.
Seller shall maintain commercially reasonable liability and personal property
insurance naming Purchaser as an additional insured during the Occupancy
Period. Seller shall release, indemnify and hold harmless Purchaser, as well as
their employees, agents and representatives, from any and all claims, demands,
causes of action or damages of any kind or nature brought by the undersigned or
others, including reasonable attorneys' fees, arising out of or in any way
associated with Seller's post-Closing temporary occupancy of the Occupied Area,
including without limitation any personal injury or property damage arising from
such occupancy. This indemnification shall survive the Closing and remain in full
force and effect until the expiration of the Occupancy Period and the resolution of
any claims arising therefrom.
VIII. PRORATIONS
8.01 Ad valorem taxes next due and payable after closing on the Property shall be
prorated as of the Closing Date (with Seller charged for the period prior to the
Closing Date and Purchaser charged for the period on and after the Closing Date)
based upon the gross amount of current year taxes.
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 and opportunity to cure such failure, Purchaser may, at its
option, terminate this Agreement by giving written notice of termination to Seller;
provided, however, if the cure of such failure reasonably requires more than ten
(10) days, then Seller shall have an additional (and final) thirty (30) day period
commencing immediately upon the expiration of the initial ten (10) day period so
long as Seller is continuously and diligently taking action to complete the cure of
such failure as soon as reasonably practical within such additional (and final) thirty
(30) day period. If Seller fails to cure such failure within the extended cure period,
Purchaser may terminate this Agreement by written notice to Seller. Termination
in accordance with this section shall be Purchaser's sole and exclusive remedy for
any such failure by Seller.
9.02 If Purchaser shall have failed to perform any of the covenants and/or
agreements contained herein which are to be performed by Purchaser, within ten
Public Utilities Division 6/2025 Page 7 of 17
F4'A- (.4
Docusign Envelope ID:91AECEE8-30B3-4E69-8A22-A996FDE2679A l 1 Ll
Collier County Water-Sewer District
TAX ID NUMBER:00282090906
(10) days of written notification of and opportunity to cure such failure, Seller may,
at its option, terminate this Agreement by giving written notice of termination to
Purchaser; provided, however, if the cure of such failure reasonably requires more
than ten (10) days, then Purchaser shall have an additional (and final) thirty (30)
day period commencing immediately upon the expiration of the initial ten (10) day
period so long as Purchaser is continuously and diligently taking action to
complete the cure of such failure as soon as reasonably practical within such
additional (and final) thirty (30) day period. If Purchaser fails to cure such failure
within the extended cure period, Seller may terminate this Agreement by written
notice to Purchaser. Termination in accordance with this section shall be Seller's
sole and exclusive remedy for any such failure by Purchaser.
9.03 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. To the best of Seller's knowledge, 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 effective
date of this Agreement and as of the date of Closing. Purchaser's acceptance
of a deed to the said Property shall not be deemed to be full performance and
discharge of every agreement and obligation on the part of the Seller to be
performed pursuant to the provisions of this Agreement.
Public Utilities Division 6/2025 Page 8 of 17
Docusign Envelope ID:91AECEE8-30B3-4E69-8A22-A996FDE2679A 1 18
Collier County Water-Sewer District
TAX ID NUMBER.00282090906
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,
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, to the best of Seller's
knowledge, 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,
Public Utilities Division 6/2025 Page 9 of 17
Docusign Envelope ID:91AECEE8-30B3-4E69-8A22-A996FDE2679A
1B
Collier County Water-Sewer District
TAX ID NUMBER:00282090906
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
easements, restrictions or conditions of record, and 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 which have not been
disclosed to Purchaser in writing prior to Closing.
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 does Seller have knowledge of any other charge or
expense upon or related to the Property which has not been disclosed to
Purchaser in writing prior to the Closing.
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 Upon Purchaser's request 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.
Public Utilities Division 6/2025 Page 10 of 17
rro
Docusign Envelope ID:91AECEE8-30B3-4E69-8A22-A996FDE2679A
118
Collier County Water-Sewer District
TAX ID NUMBER:00282090906
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 to the extent
arising from the condition of the Property prior to the Closing Date, including,
but not limited to, the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, 42 U.S.C. Section 9601, et seq.,
("CERCLA" or "Superfund"), which was amended and upgraded by the
Superfund Amendment and Reauthorization Act of 1986 ("SARA"), including
any amendments or successor in function to these acts. This provision and
the rights of Purchaser, hereunder, shall survive Closing and are not deemed
satisfied by conveyance of title.
10.024 Any loss and/or damage to the Property between the effective 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: Joseph Bellone
Division Director
Public Utilities Division
3339 Tamiami Trail E. Suite 301
Naples, Florida 34112
Email: Joseph.Bellone( colliercountvfl.qov
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(a�colliercountvfl.gov
Public Utilities Division 6/2025 Page 11 of 17
Docusign Envelope ID:91AECEE8-30B3-4E69-8A22-A996FDE2679A 118
Collier County Water-Sewer District
TAX ID NUMBER:00282090906
If to Seller: Name: AMBROSI 3 LLC, a Florida limited liability company
Address: 3910 Domestic Avenue
City: Naples State: FL Zip: 34104
Telephone number: 239-253-1774
Fax number: N/A
Email: rba7660Agmail.com
With a copy to: Attn: William L. Owens
Bond, Schoeneck & King, PLLC
4001 Tamiami Trail North, Suite 105
Naples. FL 34103
Telephone number: 239-659-3822
Fax number: 239-649-3410
Email: wowens( bsk.com
Name: Cody Shadley
Address: 9130 Galleria Court, Suite 100
City: Naples State: FL Zip: 34109
Email: codvshadlev aAkovacq.com
Name: Bryan Flores
Email: bryanflores(n)kovacq.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
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.
Public Utilities Division 6/2025 Page 12 of 17
f'� cv
10
Docusign Envelope ID:91AECEE8-30B3-4E69-8A22-A996FDE2679A 1 1 8
Collier County Water-Sewer District
TAX ID NUMBER:00282090906
•
XIII. MISCELLANEOUS
13.01 This Agreement may be executed in any manner of counterparts by manual
signature or authenticated by any electronic signature or other method effective
under applicable law, each of which shall be deemed an original and all of which
together shall constitute one and the same 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.
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
Public Utilities Division 6/2025 Page 13 of 17
�InI11.
A- C:
Docusign Envelope ID:91AECEE8-30B3-4E69-8A22-A996FDE2679A 1 18
Collier County Water-Sewer District
TAX ID NUMBER:00282090906
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
Public Utilities Division 6/2025 Page 14 of 17
,�-CAO
Docusign Envelope ID:91AECEE8-30B3-4E69-8A22-A996FDE2679A
118
Collier County Water-Sewer District
TAX ID NUMBER:00282090906
IN WITNESS WHEREOF, the parties hereto have signed below.
Dated Project/Acquisition Approved by BCC: /o//y/AD2s-
AS TO PURCHASER:
ATTEST:
CRYSTAL K. KINZEL, Clerk of the BOARD OF COUNTY COMMISSIONERS
Circuit Court and Comptroller OF COLLIER COUNTY, FLORIDA, AS
THE GOVERNING BODY OF COLLIER
COUNTY AND AS THE EX-OFFICIO THE
GOVERNING BOARD OF THE COLLIER
,, COUNTY WATER-SEWER DISTRICT
�? j By:
' b. `'� - , Deputy Clerk urt L. Saun ers, Chairman
':j �J;�.SIPV . .1r Attest as to Chairman's
• r•` '.... signature only
REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK
Public Utilities Division 6)2025 Page 15 of 17
E4 A_ CAO
Docusign Envelope ID:91AECEE8-30B3-4E69-8A22-A996FDE2679A
118
Collier County Water-Sewer District
TAX ID NUMBER:00282090906
AS TO SELLER:
AMBROSI 3 LLC,
a Florida limited liability company
Signed by:
By: UFG 1Lut b4Lb
Name: l udy Ambrosi
Title: Manager
Date: 7/25/2025
Appro .- 'J and legality:
1111.
Sally A. hkar,( ssistant County Attorn
I
I 2.,61
Public Utilities Division 6/2025 Page 16 of 17
F',4 CAO
Docusign Envelope ID:91AECEE8-30B3-4E69-8A22-A996FDE2679A
118
Collier County Water-Sewer District
TAX ID NUMBER:00282090906
EXHIBIT "A"
PROPERTY IDENTIFICATION NUMBER: 00282090906
The West 118 feet of the North 1/2 of the South 688.60 feet of the West 1/2 of the East
1/2 of the East 1/2 of the Northwest 1/4, Section 36, Township 49 South, Range 25
East, of the Public Records of Collier County, Florida.
0.85 ACRES +/-
Public Utilities Division 6/2025 Page 17 of 17
1,4 C'AO