Parcel 171FEE
PROJECT: 1-75/lmmokalee Road Interchange
PARCEL No(s): Parcel 171 FEE
FOLIO No(s): A portion offolio 24745001683
PURCHASE AGREEMENT
THIS PURCHASE AGRE!;~ENT (herei~~)er referred to as the "Agreement") is
made and entered into on this J...\ - day of"/~",a/ll'_.u , 2009, by and between
REGIONS BANK, an Alabama state bankiog corporation, as successor-in-interest to
AmSouth Bank, whose address for notice pbrposes is 250 Riverchase Parkway, Suite
600, Birmingham, Alabama 35244, Attention: Portfolio Administration (hereinafter
referred to as "Owner"), and COLLIER COUNTY, a political subdivision of the State of
Florida, whose address for notice purposes is 3301 Tamiami Trail East, Naples, Florida
34112 (hereinafter referred to as "Purchaser").
WHEREAS, Purchaser requires a fee estate in that land described in Exhibit "A"
(hereinafter referred to as the "Property"), which is attached hereto and made a part of
this Agreement; and
WHEREAS, Owner desires to convey the Property to Purchaser for the stated
purposes, on the terms and conditions set forth herein; and
WHEREAS, Purchaser has agreed to compensate Owner for conveyance of the
Property.
NOW THEREFORE, in consideration of these premises, the sum of Ten Dollars
($10.00), and other good and valuable consideration, the receipt and sufficiency of
which is hereby mutually acknowledged, it is agreed by and between the parties as
follows:
1. Recitals. All of the above RECITALS are true and correct and are hereby
expressly incorporated herein by reference as if set forth fully below, and all
Exhibits referenced herein are made a part of this Agreement.
2. Purchase Price: Additional Owner Costs; Additional Obliaations of Purchaser.
(a) Purchase Price. The purchase price for the Property shall be as follows:
(a) the sum of $ 86,205.00 (the "Initial Paymenf'); and (b) that sum which
equals the Additional Owner Costs (as hereinafter defined). The Initial
Payment, less such costs and expenses that are identified in Section 12
below to the extent they are attributable to the Owner, shall be payable at
Closing (as hereinafter defined) to the Owner.
(b) Additional Owner Costs. As consideration for the Owner's execution of
this Agreement, Purchaser acknowledges, agrees and understands that
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the conveyance of the Property by Owner to the Purchaser shall result in
the Owner incurring additional costs related to (i) the relocation and/or
replacement of on~ or more signs that are necessary as a result of the
conveyance of the Property, (ii) the application, submission and
procurement of all applicable permits and licenses associated with the
relocation of one or more of its signs and, (iii) the replacement of one or
more of its existing signs in order to comply with current laws and codes;
(iv) the replacement and relocation of such trees, shrubs, bushes,
improvements and other landscaping items that are necessary as a result
of the conveyance of the Property; (v) the application, submission and
procurement of all applicable permits and licenses associated with the
replacement and/or relocation of such trees, bushes, improvements and
other landscaping items; (vi) the replacement of any new or different
trees, shrubs, bushes, improvements, or other landscaping items in order
to comply with current laws and codes; (vii) the preparation and
generation of such documents (including, but not limited to, signage
packages and landscaping packages, and revised or new site plans); and
(vii) the engagement of one or more individuals, companies, or other
entities for the purpose of assisting the Owner with any of the foregoing
(collectively, the "Additional Owner Costs"). With respect to all Additional
Owner Costs that are known and which actually can be calculated prior to
the Closing Date (the "Known Additional Owner Costs"), the Purchaser
shall be obligated to deliver such Known Additional Owner Costs to the
Owner at the same time as the Initial Payment is delivered at Closing.
Purchaser acknowledges and agrees that in the event that it is
determined that one or more costs or expenses which Owner is entitled to
receive in accordance with this paragraph was a Known Additional Owner
Cost (Le., one that was known and which actually could have been
calculated prior to the Closing Date) but was not actually included in the
amount disbursed to the Owner at Closing, Owner nevertheless shall be
entitled to receive such costs and expenses, with payment to be made for
such costs and expenses within 30 days of receipt by Purchaser of proper
documentation supporting the Known Additional Owner Costs. With
respect to all Additional Owner Costs that are not known and/or which
cannot be reasonably calculated prior to the date on which the transaction
contemplated hereby occurs (the "Unknown Additional Owner Costs"), the
Purchaser nevertheless acknowledges and agrees that said Unknown
Additional Owner Costs shall be the obligation of the Purchaser provided
that such Unknown Additional Owner Costs are determined, calculated or
known (even if not yet paid) on or before March 15, 2010 (the "Additional
Owner Cost Deadline"). With respect to any and all Additional Owner
Costs that are determined to have been incurred by or on behalf of Owner
and which have not already been paid by the Purchaser to the Owner as
of the Closing Date, Purchaser shall be Obligated to pay such additional
amounts within 60 (sixty) days after the Additional Owner Cost Deadline
upon submission of proper documentation to Purchaser, it being
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understood and agreed that such amounts shall be delivered to the
Owner at the address identified in Section 19 below. In no event shall
the amount of the Unknown Additional Owner Costs exceed $85,000.00.
Should verifiable costs be incurred 'in excess of $85,000.00, County's
Transportation Department shall undertake to seek approval from the
Board of County Commissioners for payment of additional costs so that
Owner is compensated for any expense related to this Agreement.
Purchaser and Owner agree that the $85,000.00 referenced in this
Section 2(b) shall be disbursed to Adams and Reese LLP (the "Escrow
Agent"), who shall (i) hold the $85,000.00 in escrow; and (ii) act as
escrow agent for purposes of disbursing such funds in accordance with
the terms of this Agreement. Owner. Purchaser and Escrow Agent shall
execute a mutually acceptable escrow agreement at closing.
This provision shall survive Closing and is not deemed satisfied by
conveyance of title.
(c) Additional Obliaations of Purchaser. In connection with the Owner's
execution of this Agreement and as a result of the actions that may be
required by the Owner as set forth in Section 2(b) above, Purchaser
acknowledges, agrees and understands that one or more of the actions
(including, but not limited to, the Owner's obligation to obtain one or more
permits or licenses in connection with its relocation and/or replacement of
one or more signs and such landscaping items as are referred to in
Section 2(b) above), may not be completed prior to the Closing.
Accordingly, Purchaser agrees (a) to act in good faith and use reasonable
and diligent efforts to assist the Owner with obtaining such permits and
licenses as may be necessary in order to perform the actions that are
contemplated and/or required as stated in Section 2(b) above; or (b) to
use reasonable efforts to coordinate with the Owner in connection with
any construction on the Property that is to be performed at the Property
so as to enable Owner to maintain a temporary sign, with such temporary
sign to be reasonably acceptable to Owner. Purchaser will provide a
permit for the temporary signage within one day of submission of a
complete application for such permit, and Purchaser shall agree not to
reconvey title to the Property until issuance of the permit for a temporary
sign. Notwithstanding the foregoing, Purchaser acknowledges and
agrees that Owner shall have no obligation to remove its existing sign
from the Property until such time as (i) the permit for the temporary sign
has been issued; and (ii) the temporary sign has been installed by or on
behalf of the Owner.
This provision shall survive Closing and is not deemed satisfied by
conveyance of title.
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(d) Miscellaneous. Said payments that are to be paid to the Owner, whether
payment is obligated to be paid at Closing or subsequent to the Closing
(as contemplated in Section 2(b) above), shall be payable in U.S. Dollars,
shall be full compensation for the Property conveyed, and shall be in full
and final settlement of any damages resulting to Owner's remaining
lands, costs to cure, including but not limited to the cost to relocate the
existing irrigation system and other improvements, and the cost to cut and
cap irrigation lines extending into the Property, and to remove all sprinkler
valves and related electrical wiring, and all other damages in connection
with conveyance of said Property to Purchaser, including all attorneys'
fees, expert witness fees and costs as provided for in Chapter 73, Florida
Statutes; provided, however in no event shall the Owner's receipt of the
Purchase Price in any event affect the Owner's right to such other costs
and/or expenses that may be incurred as a result of any damage caused
by the negligence or willful misconduct of the Purchaser in connection
with its construction, maintenance, use or enjoyment of the Property.
Purchaser acknowledges that, by Closing (as hereinafter defined),
Purchaser will have inspected and examined all factors concerning the
Property and hereby affirms the Purchase Price has been adjusted to
reflect an "AS IS" condition of the Property. Upon the closing, Purchaser
shall conclusively be deemed to have released Owner from all
responsibility relating to the Property, and to have accepted the Property
in its condition "AS IS", without warranty or representation express or
implied, except as expressly set forth herein.
3. Conveyance. The Property shall be conveyed by special warranty deed or, if
not called a "special warranty" deed in the state in which the Property is
located, then the transfer of title shall be by that state's deed of conveyance
that warrants to defend title only against lawful claims of the Owner and all
persons claiming by, through or under Owner (hereinafter, the "Deed"). The
Deed shall be subject to easements, conditions and restrictions of record that
lawfully affect the Property and subject to those matters that would be shown
on a current, accurate survey of the Property or by an inspection thereof, as
well as taxes and assessments for the current year, and all subsequent years,
which are not yet due and payable. In addition, the Deed shall be subject to the
restrictions and "as-is" language contained in the Agreement. The Deed shall
contain an area for Purchaser to acknowledge its understanding and
agreement regarding the restrictions and "as-is" language and Purchaser shall
sign this acknowledgement at Closing. The legal description to be used in the
Deed transferring the Property to Purchaser shall be pursuant to a legal
description that identified in the Survey and in accordance with the provisions of
Section 4(b) below.
4. Title and Survey.
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(a) Title. Purchaser may obtain a commitment for an owner's title insurance
policy (the "Title Commitment") for the Property issued by a company that
is reasonably acceptable to the Purchaser ("Title Company"). In
connection with the execution of this Agreement and the consummation of
the transaction contemplated herein, the Title Company shaH act as
escrow agent in connection with the disbursement of the amounts to be
disbursed at Closing, release and recordation of the Closing Documents.
(b) Survey, Within ten (10) days after the execution of this Agreement,
Purchaser, at Purchaser's expense, may obtain a survey (the "Survey") of
the Property, prepared by a registered surveyor. The Survey shall be
certified to Owner and Purchaser and such other parties as Owner and
Purchaser shall elect and shall furthermore be in such form and include
such information as shall be reasonably required by Owner and
Purchaser.
i. Execute and deliver to the Purchaser for recording, the Deed;
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5. Closino Documents and Deliverables.
(a) Bv Owner. At the Closing, Owner shall do the following:
ii. Execute and deliver to the Purchaser a Non-Foreign, Taxpayer
Identification and "Gap" Affidavit (the "FIRPTA");
iii. Execute and deliver to the Purchaser a closing statement that is
mutually acceptable to Owner and Purchaser (the "Closing
Statement");
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'iv. Execute and deliver to the Purchaser a W-9 Form (the "W-9 Form");
v. Execute and/or provide such other reasonable documents as may
be required to be executed and/or provided to complete the
transaction contemplated hereunder (collectively, the "Additional
Documents", and together with the Deed, the FIRPTA, the Closing
Statement, the W-9 Form, the "Closing Documents"); and
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vi. Subject to the provisions of Section 2 above, deliver to Purchaser
the Property in "as-is" condition.
(b) Bv Purchaser. At the Closing, Purchaser shall do the following:
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i, Execute and deliver to the Owner a copy of the executed Deed.
ii. Execute and deliver to the Owner a Closing Statement;
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iii. Deliver to Owner, the portion of the Purchase Price payable at
Closing by certified funds or wire transfer; and
iv. Execute and/or provide such other reasonable documents as may
be required to be executed and/or provided to complete the
transaction contemplated hereunder.
6. Closina Date: Time is of Essence. The closing of the transaction contemplated
in this Agreement (the "Closing") shall take place by overnight carrier and wire
transfer. Both Owner and Purchaser agree that time is of the essence.
Therefore, the Closing shall occur no later than June 15, 2009 (the "Closing
Date"); provided, however, that Purchaser shall have the unilateral right to
extend the Closing Date pending receipt of such instruments, properly
executed, which either remove or release any and all such liens affecting
Purchaser's enjoyment of the Property, it being understood and agreed,
however, that in no event shall such extension be available as a result of any
easement, condition, right-of-way, restriction or other encumbrance on the
Property (other than a lien) or record that lawfully affects and/or burdens the
Property or which would be shown on a current, accurate survey of the
Property or by an inspection thereof, or taxes and assessments for the current
year, and all subsequent years, which are not yet due and payable. At Closing,
payment shall be made to Owner in that amount shown on the Closing
Statement as "Net Cash to Owner" Subject to the provisions of Section 2
above, Purchaser shall be entitled to full possession of the Property at Closing.
7. Owner's Obligation to Relocate Irrioation System. Owner agrees to relocate
any existing irrigation system located on the Property including irrigation lines,
electrical wiring and sprinkler valves, etc. without any further notification from
Purchaser. Owner assumes full responsibility for the relocation of the irrigation
system on the remainder property and its performance after relocation. Owner
holds County harmless for any and all pOSSible damage to the irrigation system
in the event Owner fails to relocate the irrigation system prior to construction by
Purchaser; provided, however, Purchaser shall be required to give Purchaser
reasonable notice prior to any commencement of such construction.
816367-3
If Owner elects to retain improvements and/or landscaping ("Improvements")
located on the Property, the Owner is responSible for their retrieval prior to the
construction by Purchaser without any further notification from Purchaser.
Owner acknowledges that Purchaser has compensated Owner for the value of
the Improvements and yet Purchaser is willing to permit Owner to salvage the
Improvements as long as their retrieval is performed before construction and
without interruption or inconvenience to the County's contractor. All
Improvements not removed from the Property prior to construction by the
Purchaser shall be deemed abandoned by Owner.
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This provision shall survive Closing and is not deemed satisfied by conveyance
of title.
8. Further Assurances. Owner and Purchaser agree to do all things which may be
reasonably required to give effect to this Agreement immediately as such
requirement is made known to them or they are requested to do so, whichever
is the earlier.
9. Reoresentations.
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(a) Reoresentations bv Owner. Owner agrees, represents and warrants the
following:
i. Owner has full right, power and authority to own and operate the
Property, to enter into and to execute this Agreement, to execute,
deliver and perform its obligations under this Agreement and the
instruments executed in connection herewith, to undertake all
actions and to perform all tasks required of Owner hereunder and
to consummate the transaction contemplated hereby.
ii. No party or person other than Purchaser has any right or option to
acquire the Property or any portion thereof.
Hi. Until the date fixed for Closing, so long as this Agreement remains
in force and effect, Owner 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, 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.
iv. There are no maintenance, construction, advertising, management,
leasing, employment, service or other contracts affecting the
Property, except those which are shown of record.
v. Owner has no knowledge that there are any suits, actions or
arbitration, administrative or other proceedings or governmental
investigations or requirements, formal or informal, existing or
pending or threatened which affect the Property or which adversely
affect Owner'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.
vi. Purchaser is entering into this Agreement based upon Owner's
representations stated in this Agreement and on the understanding
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that Owner will not cause the 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,
Owner 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 adversely affect the physical
condition of the Property or its intended use by Purchaser.
(b) Representations of Purchaser.
i. Purchaser is political subdivision of the State of Florida and has all
requisite power and authority to purchase and own property and
conduct business in the state where the Property is located, and
each individual executing this Agreement on behalf of Purchaser
represents and warrants that he/she is duly authorized to execute
and deliver this Agreement on behalf of Purchaser.
ii. I n addition to any other representations and warranties contained in
this Agreement, Purchaser represents and warrants that in making
its decision to purchase the Property, Purchaser represents that it
has relied and will rely solely upon its own independent
investigation of the Property and Owner's specific representations
and warranties contained in this Agreement, and is not relying on
any statement or act or omission of Owner, its attorneys,
employees, agents or representatives, except as specifically set
forth in this Agreement.
iii. EXCEPT AS EXPRESSLY SET FORTH HEREIN, OWNER SHALL
HAVE NO LIABILITY TO PURCHASER, AND PURCHASER
SHALL RELEASE OWNER FROM ALL RISKS AND LIABILITY
(INCLUDING CONTRACTURAL AND/OR STATUTORY ACTIONS
FOR CONTRIBUTION OR INDEMNITY), FOR. CONCERNING, OR
REGARDING (1) THE NATURE AND CONDITION OF THE
PROPERTY. INCLUDING, BUT NOT LIMITED TO, THE
SUITABILITY THEREOF FOR ANY ACTIVITY OR USE; (2) ANY
IMPROVEMENTS OR SUBSTANCES LOCATED THEREON; OR
(3) THE COMPLIANCE OF THE PROPERTY WITH ANY LAWS,
RULES ORDINANCES, OR REGULATIONS OF ANY
GOVERNMENT OR OTHER BODY. THE FOREGOING
INCLUDES A RELEASE OF OWNER FROM CLAIMS BASED ON
OWNER'S NEGLIGENCE IN WHOLE OR IN PART AND CLAIMS
BASED ON STRICT LIABILITY. PURCHASER AND ITS
SUCCESSORS AND ASSIGNS HAVE, AND SHALL BE DEEMED
TO HAVE, ASSUMED ALL RISK AND LIABILITY WITH RESPECT
TO PRESENCE OR REMEDIATION OF ALL THE KNOWN AND
UNKNOWN TOXIC OR HAZARDOUS SUBSTANCES,
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MATERIALS, OR WASTES OR OTHER ACTUAL OR POTENTIAL
ENVIRONMENTAL CONTAMINATES OR OTHER
ENVIRONMENTAL CONDITIONS ON, WITHIN OR UNDER THE
SURFACE OF THE PROPERTY, INCLUDING BOTH KNOWN OR
UNKNOWN, APPARENT, NON-APPARENT OR LATENT, AND
WHETHER EXISTING PRIOR TO, AT, OR SUBSEQUENT TO,
TRANSFER OF THE PROPERTY.
10. Liauidated Damaaes.
(a) In favor of Owner. If Purchaser shall default in the performance of its
'obligations under this Agreement, and such default shall continue for a
period of ten (10) days after written notice of default from Owner to
Purchaser, then provided Owner is not then in default under this
Agreement, Owner shall be entitled, as its sole remedy to terminate this
Agreement by giving written notice of termination to Purchaser,
whereupon the parties shall not have any further rights, duties, or
obligations hereunder, except as expressly provided in this Agreement.
(b) In favor of Purchaser. If Owner shall default in the performance of its
obligations under this Agreement, and such default shall continue for a
period of ten (10) days after written notice of default from Purchaser to
Owner, then provided Purchaser is not then in default under this
Agreement, Purchaser shall be entitled, as its sole remedies, to either: (i)
terminate this Agreement by giving written notice of termination to Owner,
whereupon the parties shall not have any further rights, duties, or
obligations hereunder, except as expressly provided in this Agreement; or
(ii) seek specific performance of the Owner's obligations under this
Agreement (but no right to seek damages). The parties hereto agree that
either subparagraph (i) or (ii) is a reasonable and proper remedy in light of
the circumstances, and neither party shall thereafter have any further
liability or obligation to the other, except as herein provided.
11. Costs and Expenses. Costs and expenses of consummating the transaction
contemplated in this Agreement shall be paid in the following manner:
(a) By Purchaser. Purchaser shall pay for (a) the cost of recording the Deed
to Purchaser;(b) the cost of the Survey and the cost of any other survey,
plat, subdivision plat, lot split and/or environmental report; (c) the cost of
an title policy and any costs associated therewith; (d) any and all costs
associated with the cost of recording any documents concerning
Purchaser's financing;
(b) By Owner. Owner shall pay (a) its proration share of any real property
taxes, assessments and personal property taxes, if any, with respect to
the Property based upon the latest available tax information; (b)
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documentary stamps; and (c) the cost of removal of any liens caused by
Owner.
(c) Miscellaneous. If any errors or omissions are made regarding
adjustments and prorations as aforesaid, the parties shall make the
appropriate corrections promptly upon the discovery thereof. If any
estimations are made at the closing regarding adjustments or prorations,
the parties shall make the appropriate correction promptly when accurate
information becomes available. Any corrected adjustment or proration
shall be paid in cash to the party entitled thereto.
12. Ad Valorem Taxes. All ad valorem real estate taxes due on the Property during
Owner's term of possession, and all maintenance charges and assessments
due from Owner, for which a bill is rendered prior to closing, will be charged
against Owner on the closing statement. Real Property taxes shall be prorated
based on the current year's tax and paid by Owner. If Closing occurs at a date
when the current year's millage is not fixed, taxes will be prorated based upon
such prior year's millage.
13. Formal Subdivision. If necessary for the development of the Property for
Purchaser's use, it is necessary to subdivide, plat, re-plat or obtain a "lot split"
of the Property into a separate lot, Purchaser shall, at Purchaser's sole cost
and expense, be responsible for such subdivision, plat, re-plat, and/or lot split in
accordance with the requirements of all appropriate governmental authorities.
Purchaser, and not Owner, shall be responsible for attending all meetings with
governmental authorities or having appropriate representation at such
meetings. Said subdivision, plat, re-plat or lot split shall be subject to the prior
written approval of Owner. Owner agrees to join in the execution of any
document(s) required by such governmental authority, provided that Owner has
first had the opportunity to review and approve said documents and so long as
such joinder does not result in Owner incurring any cost or expense.
Notwithstanding anything to the contrary in this Section 13, Owner and
Purchaser do not believe that a formal subdivision, plat, re-plat or lot-split is
necessary in order for the Property to be conveyed to the Purchaser.
14. Disclaimers bv Owner.
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(a) Owner makes no warranty or covenant respecting the nature of the
quality of the title to the Property hereby conveyed other than that the
Owner has neither permitted nor suffered any lien, encumbrance or
adverse claim to the Property described herein since the date of
acquisition thereof by the Owner.
(b) Purchaser acknowledges that Purchaser is not relying on any written,
oral, implied or other representations, statements or warranties by Owner
or any agent of Owner or any real estate broker or salesman. All previous
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written, oral, implied or other statements, representations, warranties or
agreements, if any, are merged herein. Other than as specifically
disclosed herein, Owner has not made, does not make and expressly
disclaims any warranties arising by operation of law, as to the
merchantability, habitability, quantity, quality or environmental condition of
the Property or its suitability or fitness for any particular purpose or use.
(c) Purchaser hereby affirms that it has (i) investigated and inspected the
Property to its own satisfaction and is familiar and satisfied with the
condition of the Property, and (ii) made its own determination as to (a) the
merchantability, quantity, quality and condition of the Property, including
the presence of toxic or hazardous substances, materials or wastes or
other actual and potential indoor or outdoor environmental contaminates
or other environmental conditions, and (b) the Property's suitability or
fitness for any particular purpose or use. Purchaser hereby accepts the
Property in its present condition on an "AS-IS", "WHERE IS" and "WITH
ALL FAULTS", including environmental conditions and structural
conditions, and any other bases and acknowledges that (i) without this
acceptance, this sale would not be made, (ii) that the consideration
tendered to Owner reflects the existing condition of the Property,
including, the presence of environmental contamination, if any, thereon,
and (Hi) Owner shall be under no obligation whatsoever to undertake any
repair, alteration, remediation or other work of any kind with respect to
any portion of the Property, notwithstanding either Purchaser's current
intended use of the Property as stated herein or any changes to the
intended use that Purchaser may choose to make in the future.
(d) Owner is hereby released by the Purchaser and its successors and/or
assigns of and from any and all responsibility, liability, obligations and
claims known or unknown, including (1) any obligation to take the
Property back or reduce any consideration that may have been paid to
Owner, or (2) actions for contribution or indemnity, that Purchaser or their
successors and/or assigns may have against Owner or that may arise in
the future, based in whole or in part, upon the presence of toxic or
hazardous substances, materials, or wastes or other actual or potential
environmental contaminates on, within or under the surface of the
Property.
(e) Owner shall have no liability to Purchaser, and PUfchaser shall release
Owner from all risks and liability (including contractual and/or statutory
actions for contribution or indemnity), for, concerning or regarding (1) the
nature and condition of the Property, including, but not limited to, the
suitability thereof for any activity or use, (2) any improvements or
substances located thereon, or (3) the compliance of the Property with
any laws, rules, ordinances, or regulations of any government or other
body. The foregoing includes a felease of Owner from claims based on
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Owner's negligence, in whole or in part, and claims based on strict
liability. Purchaser and their successors and/or assigns have, and shall
be deemed to have, assumed all risk and liability with respect to the
presence or remediation of all the known and unknown toxic or hazardous
substances, materials, or wastes or other actual or potential
environmental contaminates on, within or under the surface of the
Property, including both known and unknown, apparent, non-apparent or
latent, and whether existing prior to, at, or subsequent to, transfer of the
Property.
15. Successors and Assians. 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 successors and/or assignees, whenever the context so requires or
admits.
16. Entire Aoreement. Conveyance of the Property by Owner is contingent upon
no other provisions, conditions, or premises other than those so stated herein;
and this written Agreement, including all exhibits attached hereto, shall
constitute the entire Agreement and understanding of the parties, and there are
no other prior or contemporaneous written or oral agreements, undertakings,
promises, warranties, or covenants not contained herein. No modification,
amendment or consensual cancellation of this Agreement shall be of any force
or effect unless made in writing and executed and dated by both Owner and
Purchaser.
17. Severabilitv. Should any part of this Agreement be found to be invalid, then
such invalid part shall be severed from the Agreement, and the remaining
provisions of this Agreement shall remain in full force and effect and not be
affected by such invalidity.
18. Governino Law. This Agreement is governed and construed in accordance with
the laws of the State of Florida.
19. Notices. Any notices required or permitted to be given hereunder shall be
given in writing and shall be delivered (a) in person, (b) by certified mail,
postage prepaid, return receipt requested, (c) by a commercial overnight
courier that guarantees nest day delivery and provided a receipt or (d) by
facsimile (followed by hard copy delivered in accordance with the preceding
subsections (a)-(c)), and such notices shall be addressed as follows:
If to Owner:
Regions Bank
250 Riverchase Parkway, Suite 600
Birmingham. Alabama 35244
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Attention: Portfolio Administration
If to Purchaser:
Collier County
2885 S. Horseshoe Drive
Naples, Florida 34104
Attention: Right-of-Way Acquisition Section
or at such address as either party may from time to time specify in writing to the other
party. Any notice shall be effective only upon receipt (or refusal by the intended
recipient to accept delivery). The attorneys for any party hereto may send notices
hereunder on such party's behalf.
20. Assionment. Purchaser may not assign its rights or delegate its obligations
under this Agreement unless the assigned is approved, in writing, by Owner
prior to the perfection of such assignment. If an assignment is approved by
Owner, this Agreement shall be binding on and inure to the benefit of the heirs,
successors and assigns of the parties hereto.
21. Attornevs' Fees. The prevailing party in any action instituted to enforce or
interpret any provision of this Agreement shall be entitled to all fees, expenses
and costs, including reasonable attorneys fees as fixed by the Court.
22. No Additional Representations. No representations, promises, conditions or
warranties with reference to the execution of this Agreement have been made
or entered into between the parties hereto other than as herein expressly
provided, and except to the extent that express warranties are contained
herein.
23. Authority to Execute Aareement. Each party represents that it has the legal
power, right and authority to enter into this Agreement and the instruments
referenced herein, and to consummate this transaction.
24. Radon Gas Disclosure. Radon is a naturally occurring radioactive gas that,
when it has accumulated in a building in sufficient quantities, may present
health risks to persons who are exposed to it over time. Levels of radon that
exceed federal and state guidelines have been found in buildings in Florida.
Additional information regarding radon and radon testing may be obtained from
your county health unit.
816367-3
Page 14
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first above written.
AS TO PURCHASER:
DATED:
:lVM- f: l..o'O~
I
ATTEST:
DWIGHT ~,,13,~~~' Clerk
BOARD OF COUNTY COMMISSIONERS
COLLlER.llNTY', FLORIDA
/,< I _
BY: .~, ~~
Donna'Fiala, Chairman
~-
. .:' ...;. '.', iEf'k .[ .
11..... ..!,:>':'
;f.';", "~.', ' "
.-f.'> '., .
AS TO OWNER:.)"
REGIONS BANK, an Alabama banking
corporation, as successor-in-interest to
AmSouth Bank
DATED: 6, "1_ ~J 9
/j 1
\.k:>-~<~_ j V-C-'Ll~
Witness (Signature)
.~~ ;\
"'\( c:> "<'\ oCl<- "-0 ~ CJ) L/....l ' Y)
Name (Print or Type)
~
Witness ig ature)
,
,
( /
~-- ';/lc<:la
(Signature)
-- .~ K <-'/0 l) 1+ L. S't-A-ftU ES
(Print Nam~l
'\} \ C e =t1(t' S 'De ~J{
(Title)
Approved as to form and
;:f:ie+Oru
Assistant County Attorney
816367-3
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Page 15
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Exhibit "A"
LEGAL DESCRIPTION OF PROPERTY
SEE ATTACHED
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816367-3
_..Ell.ll "
COLLIER COUNTY
PARCEL SKETCH
C.R. 846 (IMMOKALEE ROAD)
EXHBlTL.
P8glt-L- of.....2-
PARCEL
R IW T AK E
A parcel of land In SectIon 30. TownshIp 48 South. Range 26 East.
beIng a part of Lot I. Brentwood Two as recorded In Plat Book 47. Page
90, Col I Jer County, FlorIda, beIng further descrIbed as fol lows:
Commence at the northeast corner of sold SectIon 30; thence South 020
36' 22" East, along the East LIne of sold SectIon 30, a dIstance of
49.97 feet to StatIon 46+66.37, Base LIne Survey. C.R. 846 (Immokalee
Roadl; thence South 890 34' 24" West, along sold Base LIne Survey, a
dIstance of 268.36 feet to StatIon 43+98.01; thence departIng saId
Base Line Survey South 020 36' 22" East a dIstance of 72.31 feet to
the Northwest corner of sold Lot I and the POINT OF BEGINNING: thence
South 880 53' 28" East, along the north lIne of sold Lot I, a dIstance
of 130.32 feet to the begInnIng of a tangent curve concave Southerly
and havIng a radIus of 47.00 feet, a central angle of 860 17' 06", a
chord bearing of South 450 44' 55" East and a chord distance of 64.28
feet; thence Southeasterly along the arc of sold curve 70.78 feet to
the end of sold curve; thence South 020 36' 22" East a distance of
1.06 feet; thence North 540 54' 32" West a dIstance of 53.69 feet;
thence North 880 53' 28" West a dIstance of 131.80 feet; thence North
020 36' 22" West a dIstance of 15.03 feet to the POINT OF BEGINNING;
Containing 2,847 square feet, more or less.
NOTES:
I. THE BEARINGS AND DISTANCES SHOWN HEREON ARE BASED ON THE FLORIDA
STATE PLANE COORDINATE SYSTEM, WEST ZO~E. 1983 NORTH AMERICAN
DATUM. 1990 ADJUSTMENT. AS ESTABLISHED FROM C.P.S. PRIMARY NETWORK
CONTROL POINTS 175 81 "A" SERIES A07-AI0. AND 175 90 "A" SERIES
A04-AIO, DERIVING A BEARING OF N 89034'24" E ALONG THE SURVEY BASE
LINE OF C.R. 845 (IMMOKALEE ROAD BETWEEN STATION 30+00.00 AND
STATION 47+00.00.
2. THIS CERTIFICATION VALIDATES SHEETS 1 THROUGH 2. ANY ONE (I) SHEET
IS TO BE CONSIDERED INCOMPLETE WITHOUT ALL OTHERS.
3. ATTENTION IS DIRECTED TO THE FACT THAT THESE SKETCHES MAY HAVE
BEEN ALTERED IN SIZE 8Y REPRODUCTION.
CERTIFICA TION:
[ONAL SURVEYOR AND MAPPER
FLORIDA CERTIFiCATE NUMBER 5688
TEeM ROW
APR 2 2 2009
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NOT VALID WITHbuT THE SIGNATURE
AND ORIGINAL' RAISED SEAL OF A
LICENSED FLORIDA SURVEYOR AND MAPPER
THIS SKETCH IS A GRAPHIC ILLUSTRATION FOR
INFORMATIONAL PURPOSES ONLY AND IS NOT
INTENDED TO REPRESENT A FIELD SURVEY.
I.OCATIDflI YAP
eNOT TO SCALE: I
COLLIER COUNTY TRANSPORTATION SERVICES DIVISION
PARCEL SKETCH - NOT A SURVEY
COUNTY ROAD NO. 846 (IMMOKALEE ROAD)
COLLI ER COUNTY
ENGINEERING a SURVEYING. INC.
OF 2
BY DATE
DRAM-! L.W.C.
REV[SION
B'
DATE
CHECKED R.loP. 04/13/09 F .P. ID. N/A
SECT! ON
A. E.
C,B.
C,D.
C. R.
C.U.E.
D.E,
I. E.
L
L.B,E.
O.R.
P.B.
P.C.
PG.
PGS.
TRACT
o 25 50
~
PO I NT OF TANGENCY Sea I e I
PUBLIC UTILTITY EASEMENT
RADIUS
RIGHT OF WAY
RIGHT
RIGHT OF WAY
SIDEWALK EASEMENT
STATION
DELTA
CACULATED
PLAT
PROPERTY LINE
I
I
I N
I N
ACCESS 8 UTIL I TV EASEMENT : ~
O.R. 3021. PG, 2231 I 0
O.R. 3021. PG. 2236 I N
O.R. 3021. PG. 2240 'r- I 0
O. R. 3021. PG. 2244 ! __-:::.:::::~" _, ,~___-""_
. ' '" _ ,_,,"" _.' -' -It - -NORTH L1No ."m.",!
S 880 53' 28" E P.C f TRACT 'A'(PI ....
m 13~~32'(C)(P_lm.~ 020 36' 22" E"
/~,!O' (~"i3T=-~':.::..1 i 1.06'(Cl /
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D.. 860 17' 06" (RTl p.T. ....-__-.-;/
L .70.7B'(C)(Pl /",
R . 47. 00 . ( C )( P I R !',.,... I
C.D. .64.28'(C)(Pl I rid I r'
C.B. . S 45044' 55" I I, ~ ~,
880 53' 28" W'! ~ ':: 0.. I ~_
131.80'(Cl - 0 I Vi'"
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O.R, 4071. PC. 3354 --+-, \-- 6>- : :::,ci
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LEGEND
ACCESS EASEMENT
CHORD BEARING
CHORD DISTANCE
COUNTY ROAD
COUNTY UTILITY EASEMENT
DRAINAGE EASEMENT
IRRIGATION EASEMENT
LENGTH
LANDSCAPE BUFFER EASEMENT
OFFICIAL RECORD BOOK
PLAT BOOK
POINT OF CURVATURE
PAGE
PAGES
POINT OF
BEGINNING
NW CORNER LOT I
ti4
P. T.
P.U.
R
R.O.VI,
RT.
R IW
S.E.
ST A.
6
C
P
It
tiS
POINT OF
COMMENCMENT
NE CORNER SECTION 30
ti6
N89034'24"E
,"'__ BASE Ll NE SURVEY
C.R. 846 (IMMOKALEE ROAD)
S 890 34' 24" W
268.36'(CI
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N 540 54' 32"
53.69'(Cl
LOT
BRENTWOOD TWO
P .B. 47, PG. 90
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18.8Z'(C)(Pl
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L . 64.40'IC)(Pl
R . 41.00'(C)IPl
C.D. 57.98'IC)(Pl
C.8, . S 420 23' i9"
-- -P: u '-E: :' -i.:' 8. E .
S 8 P 23' 00" W
i43.90'IC)(PI TRAC
r-" 40' WIDE
/' A. L. 8 C, U. E. (P) ACCOE.SRS, " U i : L: TY ,V;, HUn
3D? I. f:<;, 2:?3:
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- O.R. 30?i, PC. ??~tc
O.R. :30;7l, FG. 724.1
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150
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COLLIER COUNTY TRANSPORTATION SERVICES DIVISION
PARCEL SKETCH NOT A SURVEY
COLLIER COUNTY
I NC,
2
OF 2
COUNTY ROAD NO. 846 (IMMOKALEE ROAD)
BY
PREPARED BY 1
AI~ ENGINEERING a
REV! SION
BY
DRAWN L, W. C.
CHECKED
04/13/09
F.P. !D. N/A
SECT! ON
PATE
'~~---"-'-'-'<--"----"--'-"""'''-''-'--'---''-''--''_:'_:'-~'-_.""."-~"'.,~---_."",",,,.....~,,,,,----~-~'~~="";~~~"---_"_----..-"
DATE.