Parcel 3H2
PROJECT: Vanderbilt Beach Road
PARCEL: 3H2
FOLIO NO.: 37549400008
PURCHASE AGREEMENT
(for Stormwater Retention Pond Sites)
~ AGREEMENT is made and entered into on this 30 day
of , 200-t' by and between ROB M. GRIFFIN, A SINGLE MAN,
whose mailing address is 71 10th Avenue, N.W., Naples, Florida 34120-2101,
(hereinafter referred to as "Seller"), and COLLIER COUNTY, a political subdivision of
the State of Florida, whose mailing address is 3301 Tamiami Trail East, Naples, Florida
34112, (hereinafter referred to as "Purchaser").
WHEREAS, Seller owns that certain property more particularly described as;
The North 150 feet of Tract No. 132, GOLDEN GATE ESTATES, Unit No. 19,
according to the Plat thereof recorded in Plat Book 7, Page 78, of the Public
Records of Collier County, Florida
together with all structures and improvements, (hereinafter referred to as "Property");
and
WHEREAS, Purchaser requires the Property for stormwater retention purposes as
part of the Vanderbilt Beach Road Project; and
WHEREAS, Seller has agreed to sell and Purchaser has agreed to buy the
Property subject to the terms and conditions that follow.
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. ~
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.
2. PURCHASE PRICE
~
The purchase price (the "Purchase Price") for the Property shall be $51,155.00 (U.S.
Currency) payable at time of closing. The Purchase Price, subject to the apportionment
and distribution of proceeds pursuant to Paragraph 3D of this Agreement, shall be full
compensation for the Property conveyed, including all landscaping, trees, shrubs,
improvements, and fixtures located thereon, and shall be in full and final settlement of
any and all claims against the Purchaser, including all attorneys' fees, expert witness
fees and costs as provided for in Chapter 73, Florida Statutes. None of this Purchase
Price is attributed to any personal property.
3. CLOSING
A. TIME IS OF THE ESSENCE. Therefore, the Closing (THE "CLOSING
DATE", "DATE OF CLOSING", OR "CLOSING") of the transaction shall be held on
or before one hundred twenty (120) days following execution of this Agreement by
the Purchaser but not later than March 30,2010 unless extended by mutual written
agreement of the parties hereto. The Closing shall be held at the Collier County
Attorney's Office, Administration Building, 3301 Tamiami Trail East, Naples,
Florida. Purchaser shall be entitled to possession as of Closing, unless otherwise
provided herein.
B. 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 or prior to Closing, Seller shall provide Purchaser with a copy of any existing
prior title insurance policies. At or before 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:
1. General 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.
2. Combined Purchaser-Seller closing statement.
3. A "Grantor's Non-Foreign, Taxpayer Identification & "Gap" Affidavit" as
required by Section 1445 of the Internal Revenue Code and as required
by the title insurance underwriter in order to insure the "gap" and issue the
policy contemplated by the title insurance commitment.
4. A W-9 Form, "Request for Taxpayer Identification and Certification" as
required by the Internal Revenue Service.
5. Such evidence of authority and capacity of Seller and its representatives
to execute and deliver this Agreement and all other documents required to
consummate this transaction, as reasonably determined by Purchaser's
counsel and/or title company.
C. At the Closing, the Purchaser, or its assignee, shall cause to be delivered to
the Seller the following:
1. A negotiable instrument in an amount equal to Net Cash to Seller on the
Closing Statement. 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 6 "Requirements and Conditions for
Closing" below, 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.
2. Funds payable to the Seller representing the Purchase Price shall be
subject to adjustments and pro-rations as hereinafter set forth.
D. Purchaser shall pay all fees to record any curative instruments required to
clear title, and all Warranty Deed recording fees. In addition, Purchaser may elect
to pay reasonable processing fees required by mortgagees in connection with the
execution and delivery of a Release or Subordination of any mortgage, lien or
other encumbrance recorded against the Property; provided, however, that any
apportionment and distribution of the full compensation amount in Section 2 which
may be required by any mortgagee, lien-holder or other encumbrance-holder for
the protection of its security interest, or as consideration due to any diminution in
the value of its property right, shall be the responsibility of the Seller, and shall be
deducted on the Closing Statement from the compensation payable to the Seller
per Section 2.
Page No.2
E. Seller, at its sole cost and expense, shall pay at Closing all documentary
stamp taxes due upon the recording of the General Warranty Deed, in accordance
with Chapter 201, Florida Statutes, unless the Property is acquired under threat of
condemnation. The cost of a Title Commitment shall be paid by Purchaser along
with the cost of an Owner's Form B Title Policy, issued pursuant to the
Commitment provided for in Section 6, "Requirements and Conditions" (below).
F. Real Property taxes shall be prorated based on the current year's tax and
paid by Seller. If Closing occurs at a date upon which the current year's millage is
not fixed, taxes will be prorated based upon the prior year's millage.
4. ~
A. ~ Purchaser shall have 60 days from the Effective Date
(Inspection Period) to determine through appropriate investigation and inspection
that the Property is in compliance with all applicable State and Federal
environmental laws and free of any Hazardous Materials. Upon reasonable
notice, Seller will provide Purchaser, and its agents, with access to the Property
for purposes of surveying, soil borings, site inspection and analysis.
B. Election and Res onse. If Purchaser is not satisfied, for any reason, with the
results of this investigation, Purchaser may elect to terminate this Agreement,
without penalty, by giving written notice of its intent to terminate prior to expiration
of the I nspection Period. Purchaser may elect to suspend its Notice of
Termination if Seller notifies Purchaser in writing within ten (10) days thereafter
that Seller agrees to promptly carry out, at its sole expense, all further
investigations and remediation of the Property as necessary to make the Property
acceptable to Purchaser (hereinafter "Remedial Action") within a time period
acceptable to Purchaser. As a condition precedent for suspension of the Notice
of Termination, the parties shall agree to the specific term of such suspension and
what will render the Property acceptable to Purchaser.
C. "Hazardous Materials" means any substance: (1) the presence of which
requires investigation, remediation, or is, or becomes regulated under any federal.
state, or local law, regulation, order or policy; or (2) which is or becomes defined
as a hazardous substance, pollutant or contaminant under federal, state or local
law or regulation; or (3) which is toxic, explosive, corrosive, flammable, infectious,
radioactive, carcinogenic, mutagenic or otherwise hazardous, or threatens the
health or safety of persons on or about the Property, and is being regulated by any
governmental authority in the state of Florida.
D. If Purchaser does not have the Property inspected, or fails to do so within the
Inspection Period, or fails to notify Seller of its intent to terminate, Purchaser shall
be deemed to have accepted the Property in the condition it existed on the
Effective Date.
5. RISK OF LOSS
Seller shall maintain the Property in the condition existing on the Effective Date until
Closing or date of Purchaser's possession, whichever is later, except for any Remedial
Action agreed to by Seller under Section 4B above. Any future loss and/or damage to
the Property between the Effective Date and the Closing or date of Purchaser's
possession, whichever is earlier, shall be at Seller's sole risk and expense.
6. REQUIREMENTS AND CONDITIONS FOR CLOSING
Upon execution of this Agreement by both parties or at such other time as specified
within this Section, 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:
Page NO.3
A. Within fifteen (15) days after the date hereof, Purchaser shall obtain as
evidence of title an AL TA Commitment for an Owner's Title Insurance Policy
(AL TA 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.
B. 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 in order to convey good and
marketable title, 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 may terminate the Agreement.
C. Seller agrees to furnish any existing surveys of the Property in Seller's
possession to Purchaser within 10 (ten) 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 this Agreement, 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,
within sixty (60) days from the Effective Date of this Agreement, 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. Should Seller elect not to or be unable to remove
the encroachment, projection, or provide legal access to the property within sixty
(60) days, Purchaser 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, by providing written notice to Seller within seven (7)
days after expiration of said sixty (60) day period. 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.
7. TERMINATION AND REMEDIES
A. If Seller shall have failed to perform any of the covenants and promises
contained herein, which are to be performed by Seller, within fifteen (15) 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 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.
B. If the Purchaser has not terminated this Agreement pursuant to any of the
provisions authorizing such termination, and Purchaser fails to close the
transaction contemplated hereby or otherwise fails to perform any of the terms,
covenants and conditions of this Agreement as required on the part of Purchaser
to be performed, provided Seller is not in default, then as Seller's sole remedy,
Seller shall have the right to terminate and cancel this Agreement by giving written
notice thereof to Purchaser, whereupon $500.00 of the Purchase Price shall be
Page NO.4
paid to Seller as liquidated damages which shall be Seller's sole and exclusive
remedy, and neither party shall have any further liability or obligation to the other
except as set forth in Section 10, Real Estate Brokers, hereof. The parties
acknowledge and agree that Seller's actual damages in the event of Purchaser's
default are uncertain in amount and difficult to ascertain, and that said amount of
liquidated damages was reasonably determined by mutual agreement between the
parties, and said sum was not intended to be a penalty in nature.
C. 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.
8. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES
Seller intends for Purchaser to rely on the representations contained in this Section in
entering into this Agreement and warrants the following:
A. Seller has 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.
B. 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 requested.
C. The warranties set forth in this Article are 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.
D. Seller and Purchaser agree to do all things which may be 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.
E. 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.
F. No party or person other than Purchaser has any right or option to acquire
the Property or any portion thereof.
G. Until the date fixed for Closing or as 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.
H. 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 the Property has not been used for the production,
handling, storage, transportation, manufacture or disposal of Hazardous Materials
Page NO.5
as defined herein, or any other activity that would have toxic results, and no such
Hazardous Materials 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 no storage tanks for gasoline or
any other Hazardous Materials are or were located on the Property at any time
during or prior to Seller's ownership thereof. Seller represents none of the
Property has been used as a sanitary landfill.
I. Seller has no knowledge that the Property, and/or that 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.
J. There are no unrecorded 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.
K. Seller has no knowledge that there are any suits, actions or arbitration, bond
issuances or proposals therefore, 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.
L. Seller acknowledges and agrees that Purchaser is entering into this
Agreement based upon Seller's representations stated herein 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.
M. 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.
Page NO.6
9. NOTICES
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 registered or certified mail, return receipt requested, postage prepaid or
personal delivery addressed as follows:
If to Purchaser: Transportation Engineering & Construction Management
Attn: Kevin Hendricks
Right-of-Way Acquisition Manager
2885 South Horseshoe Drive
Naples, Florida 34104
Telephone 239-252-8192
Fax 239-530-6643
With a copy to: Heidi Cicko
Assistant County Attorney
Office of the County Attorney
Harmon Turner Building
3301 Tamiami Trail East
Naples, Florida 34112
Telephone 239-774-8400
Fax 239-774-0225
If to Seller: Rob M. Griffin
571 10th Avenue, N.W.
Naples, Florida 34120-2101
Telephone: 239465-9746
The addressees, addresses and numbers for the purpose of this Section 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 addressees, addresses
and numbers 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. Notice shall be deemed given in compliance with this Section upon receipt
of automated fax confirmation or upon on the fifth day after the certified or registered
mail has been postmarked, or physical receipt by hand delivery.
10. REAL ESTATE BROKERS
Any and all brokerage commissions or fees shall be the sole responsibility of the Seller
and shall be paid at Closing. Seller shall indemnify Purchaser from and against any
claim or liability for commission or fees to any broker or any other person or party
claiming to have been a procuring clause or engaged by Seller as a real estate broker,
salesman or representative, in connection with this Agreement.
11. MISCELLANEOUS
A. This Agreement may be executed in any manner of counterparts which
together shall constitute the agreement of the parties.
B. This Agreement and the terms and provisions hereof shall be effective as of
the Effective Date 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.
C. 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.
Page No. 7
D. 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.
E. 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.
F. 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.
G. 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.
H. 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 s. 286.23,
Fla. Stat., 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.)
I. This Agreement is governed and construed in accordance with the laws of
the State of Florida.
J. The Effective Date of this Agreement will be the date of execution of this
Agreement by the last signing party.
K. This Agreement and the exhibits attached hereto contain the entire
agreement between the parties, and there are no promises, representations,
warranties or covenants by or between the parties not included in this Agreement.
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.
L. TIME IS OF THE ESSENCE to this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first above written.
Page NO.8
~:
DATED:~
BOARD OF COUNTV COMMISSIONERS
COLLIER C TV, FLORID
~
BV:
DONNA FIALA, Chairman
\ \ \-z\l \0"1
Approved as to form and
legal sufficiency:
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Assistant County Attorney
Last Revised: 02/19/09
Page No.9
----"
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ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document. Original documents should be hand delivered to the Board Office. The completed routing slip and original
documents are to be forwarded to the Board Office only!ftt!: the Board has taken action on the item.)
ROUTING SLIP
Complete routing lines #1 through #4 as appropriate for additional signatures, dates, and/or information needed. If the document is already complete with the
exce tion of the Chairman's si nature, draw a line throu h routin lines #1 throu #4, co lete the checklist, and forward to Sue Filson line #5 .
Route to Addressee(s) Office Initials
List in routin order
1.
2.
3. /
4.
5 Ian Mitchell, Supervisor, BCC Board of County Commissioners
6. Minutes and Records Clerk of Court's Office
PRIMARY CONTACT INFORMATION
(The primary contact is the holder of the original document pending BCC approval. 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, including Sue Filson, need to contact staff for additional or missing
information. All original documents n ding the BCC Chairman's signature are to be delivered to the BCC office only after the BCC has acted to approve the
item.
Name of Primary Staff Phone Number 15 Ol. 61 ( t{.
Contact
Agenda Date Item was Agenda Item Number Ie: (!--
A roved b the BCC
Type of Document Number of Original I
Attached Documents Attached
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark "N/A" in the Not Applicable column, whichever is
a ro riate.
1. Original document has been signed/initialed for legal sufficiency. (All documents to be
signed by the Chairman, with the exception of most letters, must be reviewed and signed
by the Office of the County Attorney. This includes signature pages from ordinances, ~
resolutions, etc. signed by the County Attorney's Office and signature pages from
contracts, agreements, etc. that have been fully executed by all parties except the BCC
Chairman and Clerk to the Board and ossibl State Officials.
2. All handwritten strike-through and revisions have been initialed by the County Attorney's
Office and all other arties exce t the BCC Chairman and the Clerk to the Board
3. The Chairman's signature line date has been entered as the date ofBCC approval of the
document or the fmal ne otiated contract date whichever is a licable.
4. "Sign here" tabs are placed on the appropriate pages indicating where the Chairman's
si nature and initials are re uired.
5. In most cases (some contracts are an exception), the original document and this routing slip
should be provided to the BCC office within 24 hours of BCC approval. 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 our deadline!
6. The document was approved by the BCC on (enter date) and all changes
made during the meeting have been incorporated in the attached document. The
Coun Attorne 's Office has re ewed the chan es if a licable.
PLEASE scan under iv~7~;~tlt' Thank you.
PM
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ITEM NO.: o f & Lti1- () / ZtJJ DATE RECEIVED: 6,
FILE NO.: ( '\,... <;y
ROUTED TO: ~C
REQUEST FOR LEGAL SERVICES I
DATE: November 24, 2009
TO: Office of the County Attorney 0bw 1')
U1
FROM: JOAN M. SMITH-TECM-RIGHT OF WAY 1JlLl \ '--\ \
RE: Vanderbilt Beach Road -
.C' (j):')
Rob Griffin
3H2 Pond Site
BACKGROUND OF REQUEST:
Please approve attached Purchase Agreement as to form and legal sufficiency and forward for
chairman's signature with attached "Pink Sheet".
Thanks. '{>~
SO W
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ACTION REQUESTED: c..\ C- ~ ?~
Please review and return. Thanks &-
J'~ ~ y
,/ P CL'
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PROJECT: Vanderbilt Beach Road
PARCEL: 3H2
FOLIO NO.: 37549400008
PURCHASE AGREEMENT
(for Stormwater Retention Pond Sites)
~ AGREEMENT is made and entered into on this 30 day
of ,2001, by and between ROB M. GRIFFIN, A SINGLE MAN,
whose mailing address is 71 10th Avenue, N.W., Naples, Florida 34120-2101,
(hereinafter referred to as "Seller"), and COLLIER COUNTY, a political subdivision of
the State of Florida, whose mailing address is 3301 Tamiami Trail East, Naples, Florida
34112, (hereinafter referred to as "Purchaser").
WHEREAS, Seller owns that certain property more particularly described as;
The North 150 feet of Tract No. 132, GOLDEN GATE ESTATES, Unit No. 19,
according to the Plat thereof recorded in Plat Book 7, Page 78, of the Public
Records of Collier County, Florida
together with all structures and improvements, (hereinafter referred to as "Property");
and
WHEREAS, Purchaser requires the Property for stormwater retention purposes as
part of the Vanderbilt Beach Road Project; and
WHEREAS, Seller has agreed to sell and Purchaser has agreed to buy the
Property subject to the terms and conditions that follow.
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. AGREEMENT
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.
2. PURCHASE PRICE
The purchase price (the "Purchase Price") for the Property shall be $51,155.00 (U.S.
Currency) payable at time of closing. The Purchase Price, subject to the apportionment
and distribution of proceeds pursuant to Paragraph 3D of this Agreement, shall be full
compensation for the Property conveyed, including all landscaping, trees, shrubs,
improvements, and fixtures located thereon, and shall be in full and final settlement of
any and all claims against the Purchaser, including all attorneys' fees, expert witness
fees and costs as provided for in Chapter 73, Florida Statutes. None of this Purchase
Price is attributed to any personal property.
3. CLOSING
A. TIME IS OF THE ESSENCE. Therefore, the Closing (THE "CLOSING
DATE", "DATE OF CLOSING", OR "CLOSING") of the transaction shall be held on
or before one hundred twenty (120) days following execution of this Agreement by
the Purchaser but not later than March 30,2010 unless extended by mutual written
agreement of the parties hereto. The Closing shall be held at the Collier County
Attorney's Office, Administration Building, 3301 Tamiami Trail East, Naples,
PROJECT: Vanderbilt Beach Road
PARCEL: 3H2
FOLIO NO.: 37549400008
PURCHASE AGREEMENT
(for Stormwater Retention Pond Sites)
~ AGREEMENT is made and entered into on this 30 day
of ,200t, by and between ROB M. GRIFFIN, A SINGLE MAN,
whose mailing address is 71 10th Avenue, N.W., Naples, Florida 34120-2101,
(hereinafter referred to as "Seller"), and COLLIER COUNTY, a political subdivision of
the State of Florida, whose mailing address is 3301 Tamiami Trail East, Naples, Florida
34112, (hereinafter referred to as "Purchaser").
WHEREAS, Seller owns that certain property more particularly described as;
The North 150 feet of Tract No. 132, GOLDEN GATE ESTATES, Unit No. 19,
according to the Plat thereof recorded in Plat Book 7, Page 78, of the Public
Records of Collier County, Florida
together with all structures and improvements, (hereinafter referred to as "Property");
and
WHEREAS, Purchaser requires the Property for stormwater retention purposes as
part of the Vanderbilt Beach Road Project; and
WHEREAS, Seller has agreed to sell and Purchaser has agreed to buy the
Property subject to the terms and conditions that follow.
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. AGREEMENT
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.
2. ~
The purchase price (the "Purchase Price") for the Property shall be $51,155.00 (U.S.
Currency) payable at time of closing. The Purchase Price, subject to the apportionment
and distribution of proceeds pursuant to Paragraph 3D of this Agreement, shall be full
compensation for the Property conveyed, including all landscaping, trees, shrubs,
improvements, and fixtures located thereon, and shall be in full and final settlement of
any and all claims against the Purchaser, including all attorneys' fees, expert witness
fees and costs as provided for in Chapter 73, Florida Statutes. None of this Purchase
Price is attributed to any personal property.
3. CLOSING
A. TIME IS OF THE ESSENCE. Therefore, the Closing (THE "CLOSING
DATE", "DATE OF CLOSING", OR "CLOSING") of the transaction shall be held on
or before one hundred twenty (120) days following execution of this Agreement by
the Purchaser but not later than March 30,2010 unless extended by mutual written
agreement of the parties hereto. The Closing shall be held at the Collier County
Attorney's Office, Administration Building, 3301 Tamiami Trail East, Naples,
Florida. Purchaser shall be entitled to possession as of Closing, unless otherwise
provided herein.
B. 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 or prior to Closing, Seller shall provide Purchaser with a copy of any existing
prior title insurance policies. At or before 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:
1. General 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.
2. Combined Purchaser-Seller closing statement.
3. A "Grantor's Non-Foreign, Taxpayer Identification & "Gap" Affidavit" as
required by Section 1445 of the Internal Revenue Code and as required
by the title insurance underwriter in order to insure the "gap" and issue the
policy contemplated by the title insurance commitment.
4. A W-9 Form, "Request for Taxpayer Identification and Certification" as
required by the Internal Revenue Service.
5. Such evidence of authority and capacity of Seller and its representatives
to execute and deliver this Agreement and all other documents required to
consummate this transaction, as reasonably determined by Purchaser's
counsel and/or title company.
C. At the Closing, the Purchaser, or its assignee, shall cause to be delivered to
the Seller the following:
1. A negotiable instrument in an amount equal to Net Cash to Seller on the
Closing Statement. 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 6 "Requirements and Conditions for
Closing" below, 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.
2. Funds payable to the Seller representing the Purchase Price shall be
subject to adjustments and pro-rations as hereinafter set forth.
D. Purchaser shall pay all fees to record any curative instruments required to
clear title, and all Warranty Deed recording fees. In addition, Purchaser may elect
to pay reasonable processing fees required by mortgagees in connection with the
execution and delivery of a Release or Subordination of any mortgage, lien or
other encumbrance recorded against the Property; provided, however, that any
apportionment and distribution of the full compensation amount in Section 2 which
may be required by any mortgagee, lien-holder or other encumbrance-holder for
the protection of its security interest, or as consideration due to any diminution in
the value of its property right, shall be the responsibility of the Seller, and shall be
deducted on the Closing Statement from the compensation payable to the Seller
per Section 2.
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E. Seller, at its sole cost and expense, shall pay at Closing all documentary
stamp taxes due upon the recording of the General Warranty Deed, in accordance
with Chapter 201, Florida Statutes, unless the Property is acquired under threat of
condemnation. The cost of a Title Commitment shall be paid by Purchaser along
with the cost of an Owner's Form B Title Policy, issued pursuant to the
Commitment provided for in Section 6, "Requirements and Conditions" (below).
F. Real Property taxes shall be prorated based on the current year's tax and
paid by Seller. If Closing occurs at a date upon which the current year's millage is
not fixed, taxes will be prorated based upon the prior year's millage.
4. INSPECTIONS
A. ~ Purchaser shall have 60 days from the Effective Date
(Inspection Period) to determine through appropriate investigation and inspection
that the Property is in compliance with all applicable State and Federal
environmental laws and free of any Hazardous Materials. Upon reasonable
notice, Seller will provide Purchaser, and its agents, with access to the Property
for purposes of surveying, soil borings, site inspection and analysis.
B. Election and Res onse. If Purchaser is not satisfied, for any reason, with the
results of this investigation, Purchaser may elect to terminate this Agreement,
without penalty, by giving written notice of its intent to terminate prior to expiration
of the Inspection Period. Purchaser may elect to suspend its Notice of
Termination if Seller notifies Purchaser in writing within ten (10) days thereafter
that Seller agrees to promptly carry out, at its sole expense, all further
investigations and remediation of the Property as necessary to make the Property
acceptable to Purchaser (hereinafter "Remedial Action") within a time period
acceptable to Purchaser. As a condition precedent for suspension of the Notice
of Termination, the parties shall agree to the specific term of such suspension and
what will render the Property acceptable to Purchaser.
C. "Hazardous Materials" means any substance: (1) the presence of which
requires investigation, remediation, or is, or becomes regulated under any federal.
state, or local law, regulation, order or policy; or (2) which is or becomes defined
as a hazardous substance, pollutant or contaminant under federal, state or local
law or regulation; or (3) which is toxic, explosive, corrosive, flammable, infectious,
radioactive, carcinogenic, mutagenic or otherwise hazardous, or threatens the
health or safety of persons on or about the Property, and is being regulated by any
governmental authority in the state of Florida.
D. If Purchaser does not have the Property inspected, or fails to do so within the
Inspection Period, or fails to notify Seller of its intent to terminate, Purchaser shall
be deemed to have accepted the Property in the condition it existed on the
Effective Date.
5. ~
Seller shall maintain the Property in the condition existing on the Effective Date until
Closing or date of Purchaser's possession, whichever is later, except for any Remedial
Action agreed to by Seller under Section 4B above. Any future loss and/or damage to
the Property between the Effective Date and the Closing or date of Purchaser's
possession, whichever is earlier, shall be at Seller's sole risk and expense.
6. REQUIREMENTS AND CONDITIONS FOR CLOSING
Upon execution of this Agreement by both parties or at such other time as specified
within this Section, 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:
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