Folio #00126040009 - Purchase Agmt
Project: Collier County Redevelopment Agency/lmmokalee CRA
Folio Number: 00126040009
AGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT is made and entered into by and between RSG FAMILY LIMITED
PARTNERSHIP-INVESTMENT LAND, a Florida limited partnership, whose mailing address is
402 11 th Street North, Naples, Florida 34102 (hereinafter referred to as "Seller"), and
IMMOKALEE AREA COMMUNITY REDEVELOPMENT AGENCY (CRA), whose mailing
address is 310 Alachua Street, Immokalee, Florida 34142 (hereinafter referred to as
"Purchaser") .
WITNESSETH
WHEREAS, Seller is the owner of that certain real property (hereinafter referred to as
"Property"), located in Collier County, State of Florida, and being more particularly described as
follows:
See attached Exhibit "A" which
is incorporated herein 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.
WHEREAS, a Disaster Recovery Initiative Grant, #10-DB-D4-09-21-01-K09, dated June 21,
2010 by and between the Collier County Board of Commissioners and the Department of
Community Affairs is the Collier County Community Redevelopment Agency's source of funding
for this purchase.
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.
II. PAYMENT OF PURCHASE PRICE
2.01 The purchase price (the "Purchase Price") for the Property shall be Three Hundred
and Seventy Thousand and no/100 Dollars ($370,000.00) U.S. Currency payable at time
of closing.
III. CLOSING
3.01 The Closing (THE "CLOSING DATE", "DATE OF CLOSING", OR "CLOSING") of the
transaction shall be held on or before ninety (90) days following execution of this
Agreement by the Purchaser, 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. 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. Marketable title shall be
determined according to applicable title standards adopted by the Florida Bar and in
accordance with law. At the Closing, the Seller shall cause to be delivered to the
Purchaser the items specified herein and the following documents and instruments
duly executed and acknowledged, in recordable form:
3.0112 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.
3.0113 Combined Purchaser-Seller closing statement:
1
..
3.0114 A "Grantor's Non-Foreign, Tax Payer 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:
3.0115 A W-9 Form, "Request for Taxpayer Identification and Certification" as required
by the Internal Revenue Service.
3.012 At the Closing, the Purchaser, or its assignee, shall cause to be delivered to the
Seller the following:
3.0121 A wire transfer or County Warrant in an amount equal to the Purchase Price.
No funds shall be disbursed to Seller until the Title Company verifies that the state of
the title to the Property has not changed adversely since the date of the last
endorsement to the commitment, referenced in Section 4.011 thereto, and the Title
Company is irrevocably committed to pay the Purchase Price to Seller and to issue the
Owner's title policy to Purchaser in accordance with the commitment immediately after
the recording of the deed.
3.0122 Funds payable to the Seller representing the cash payment due at Closing in
accordance with Article III hereof, shall be subject to adjustment for prorations as
hereinafter set forth.
3.02 Each party shall be responsible for payment of its own attorney's fees. Seller, at its
sole cost and expense, shall pay at Closing all documentary stamp taxes due upon the
recording of the Warranty Deed, in accordance with Chapter 201.01, Florida Statutes, and
the cost of recording any instruments necessary to clear Seller's title to the Property. The
cost of the Owner's Form B Title Policy, issued pursuant to the Commitment prOVided for
in Section 4.011 below, shall be paid by Purchaser The cost of the title commitment shall
also be paid by Purchaser.
3.03 Purchaser shall pay for the cost of recording the Warranty Deed. Real Property taxes
shall be prorated based on the current year's tax with due allowance made for maximum
allowable discount, homestead and any other applicable exemptions and paid by Seller. If
Closing occurs at a date on which the current year's millage is not fixed, taxes will be
prorated based upon such prior year's millage.
IV. REQUIREMENTS AND CONDITIONS
4.01 Upon execution of this Agreement by both parties or at such other time as specified
within this Article, Purchaser and/or Seller, as the case may be, shall perform the following
within the times stated, which shall be conditions precedent to the Closing:
4.011 Within fifteen (15) days after the date hereof, Purchaser shall 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:
4.012 If Purchaser shall fail to advise the Seller in writing of any such objections in
Seller's title in the manner herein required by this Agreement, the title shall be
deemed acceptable. Upon notification of Purchaser's objection to title, Seller shall
have thirty (30) days to remedy any defects 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 Purchaser may
terminate the Agreement: A failure by Purchaser to give such written notice of
termination within the time period provided herein shall be deemed an election by
Purchaser to accept the exceptions to title as shown in the title commitment:
2
.
..'
,'.,.
4.013 Seller agrees to furnish any existing surveys of the Property in Sell~, ~
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 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 thirty (30) days of receipt of said
written notice from Purchaser. Purchaser shall have thirty (30) 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 thirty (30) day period, Purchaser, by providing written notice to
Seller within seven (7) days after expiration of said thirty (30) day period, may accept
the Property as it then is, waiving any objection to the encroachment, or projection, or
lack of legal access, or Purchaser may terminate the Agreement: A failure by
Purchaser to give such written notice of termination within the time period provided
herein shall be deemed an election by Purchaser to accept the Property with the
encroachment, or projection, or lack of legal access.
V. INSPECTION PERIOD
5.01 Purchaser shall have sixty (60) days from the date of this Agreement, ("Inspection
Period"), to determine through appropriate investigation that:
1. Soil tests and engineering studies indicate that the Property can be developed without
any abnormal demucking, soil stabilization or foundations.
2. There are no abnormal drainage or environmental requirements to the development of
the Property.
3. The Property is in compliance with all applicable State and Federal environmental laws
and the Property is free from any pollution or contamination.
4. The Property can be utilized for its intended purpose.
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 terminate this Agreement: If Purchaser fails to
notify the Seller in writing of its specific objections as provided herein within the Inspection
Period, it shall be deemed that the Purchaser is satisfied with the results of its
investigations and the contingencies of this Article V shall be deemed waived. In the event
Purchaser elects to terminate this Agreement because of the right of inspection, Purchaser
shall deliver to Seller copies of all engineering reports and environmental and soil testing
results commissioned by Purchaser with respect to the Property.
5.03 Purchaser and its agents, employees and servants shall, at their own risk and
expense, have the right to go upon the Property for the purpose of surveying and
conducting site analyses, soil borings and all other necessary investigation. Purchaser
shall, in performing such tests, use due care not to damage property. Seller shall be
notified by Purchaser no less than twenty-four (24) hours prior to said inspection of the
Property.
VI. INSPECTION
6.01 Seller acknowledges that the Purchaser, or its authorized agents, shall have the right
to inspect the Property at any time prior to the Closing.
VII. POSSESSION
7.01 Purchaser shall be entitled to full possession of the Property at Closing.
VIII. PRORATIONS
8.01 Ad valorem taxes next due and payable, after closing on the Property, shall be
prorated at Closing based upon the gross amount of 2007 taxes, and shall be paid by
Seller.
3
IX. TERMINATION AND REMEDIES
.-
9.01 If Seller shall have failed to perform any of the covenants and/or agreements
contained herein which are to be performed by Seller, within ten (10) days of written
notification of such failure, Purchaser may, at its option, terminate this Agreement by
giving written notice of termination to Seller. Purchaser shall have the right to 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:
902 If 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, and neither party shall have
any further liability or obligation to the other except as set forth in paragraph 12.01 (Real
Estate Brokers) hereof.
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. Seller is not presently the subject of a pending, threatened or
contemplated bankruptcy proceeding.
10.012 Seller has full right, power, and authority to own and operate the Property,
and to execute, deliver, and perform its obligations under this Agreement and the
instruments executed in connection herewith, and to consummate the transaction
contemplated hereby. All necessary authorizations and approvals have been
obtained authorizing Seller and Purchaser to execute and consummate the
transaction contemplated hereby. At Closing, certified copies of such approvals shall
be delivered to Purchaser and/or Seller, if necessary.
10.013 The warranties set forth in this paragraph shall be true on the date of this
Agreement and as of the date of Closing. Purchaser's acceptance of a deed to the
said Property shall not be deemed to be full performance and discharge of every
agreement and obligation on the part of the Seller to be performed pursuant to the
provisions of this Agreement:
10.014 Seller represents that it has no knowledge of any actions, suits, claims,
proceedings, litigation or investigations pending or threatened against Seller, at law,
equity or in arbitration before or by any federal, state, municipal or other governmental
instrumentality that relate to this agreement or any other property that could, if
continued, adversely affect Seller's ability to sell the Property to Purchaser according
to the terms of this Agreement:
10.015 No party or person other than Purchaser has any right or option to acquire the
Property or any portion thereof.
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 To the best of Seller's knowledge, Seller represents that there are no
incinerators, septic tanks or cesspools on the Property; all waste, if any, is discharged
into a publiC sanitary sewer system; Seller represents that 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 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
4
or toxic substances are currently used in connection with the operation of the
Property, and there is no proceeding or inquiry by any authority with respect thereto.
Seller represents that 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 substances 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.
10.018 Seller has no knowledge that the Property and Seller's operations concerning
the Property are in violation of any applicable Federal, State or local statute, law or
regulation, or of any notice from any governmental body has been served upon Seller
claiming any violation of any law, ordinance, code or regulation or requiring or calling
attention to the need for any work, repairs, construction, alterations or installation on
or in connection with the Property in order to comply with any laws, ordinances, codes
or regulation with which Seller has not complied.
10.019 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.
10.020 Seller has no knowledge that there are any suits, actions or arbitration, bond
issuances or proposals thereof, proposals for public improvement assessments,
pay-back agreements, paving agreements, road expansion or improvement
agreements, utility moratoriums, use moratoriums, improvement moratoriums,
administrative or other proceedings or governmental investigations or requirements,
formal or informal, existing or pending or threatened which affects the Property or
which adversely affects Seller's ability to perform hereunder; nor is there any other
charge or expense upon or related to the Property which has not been disclosed to
Purchaser in writing prior to the effective date of this Agreement:
10.021 Seller acknowledges and agrees that Purchaser is entering into this
Agreement based upon Seller's representations stated above and on the
understanding that Seller will not cause the zoning or physical condition of the
Property to change from its existing state on the effective date of this Agreement up to
and including the Date of Closing. Therefore, Seller agrees not to enter into any
contracts or agreements pertaining to or affecting the Property and not to do any act
or omit to perform any act which would change the zoning or physical condition of the
Property or the governmental ordinances or laws governing same. Seller also agrees
to notify Purchaser promptly of any change in the facts contained in the foregoing
representations and of any notice or proposed change in the zoning, or any other
action or notice, that may be proposed or promulgated by any third parties or any
governmental authorities having jurisdiction of the development of the property which
may restrict or change any other condition of the Property.
10.022 At the Closing, Seller shall deliver to Purchaser a statement (hereinafter
called the "Closing Representative Statement") reasserting the foregoing
representations as of the Date of Closing, which provisions shall survive the Closing.
10.023 Seller represents, warrants and agrees to indemnify, reimburse, defend and
hold Purchaser harmless from any and all costs (including attorney's fees) asserted
against, imposed on or incurred by Purchaser, directly or indirectly, pursuant to or in
connection with the application of any federal, state, local or common law relating to
pollution or protection of the environment which shall be in accordance with, but not
limited to, the Comprehensive Environmental Response, Compensation, and Liability
Act of 1980, 42 U.S.C. Section 9601, et seq., ("CERCLA" or "Superfund"), which was
amended and upgraded by the Superfund Amendment and Reauthorization Act of
1986 ("SARA"), including any amendments or successor in function to these acts.
This provision and the rights of Purchaser, hereunder, shall survive Closing and are
not deemed satisfied by conveyance of title.
10.024 Any loss and/or damage to the Property between the date of this Agreement
and the date of Closing shall be Seller's sole risk and expense.
10.025 Neither party shall occupy or cause or permit others to occupy the Property
prior to closing and funding, and will not occupy or cause or permit others to occupy
the Property until after the closing.
5
. .
XI. 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
transmission, or by registered, or certified mail, return receipt requested, postage prepaid,
addressed as follows:
If to Purchaser:
Marlene J. McLaughlin
Collier County Real Property Management
3301 Tamiami Trail East, Building W
Naples, Florida 34112
(239) 252-8991 Phone
(239) 252-8876 Fax
With a copy to:
Jennifer B. White, Assistant County Attorney
Office of the County Attorney
3301 Tamiami Trail East, Building F
Naples, Florida 34112
(239) 252-8400 Phone
(239) 774-0225 Fax
If to Seller:
Andrew Wright
Franklin Financial Partners
5420 Bay Center Drive, Suite 100
Tampa, Florida 33609
(813)839-7300
Notice will be deemed received upon completion of facsimile transmission with automated
confirmation, or after five (5) days of postmarking of Registered or Certified mail.
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:
XIII. MISCELLANEOUS
13.01 This Agreement may be executed in any manner of counterparts which together
shall constitute the agreement of the parties.
13.02 This Agreement and the terms and provisions hereof shall be effective as of the
date this Agreement is executed by both parties and shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, executors, personal
representatives, successors, successor trustee, and assignees whenever the context so
requires or admits.
13.03 Any amendment to this Agreement shall not bind any of the parties hereof unless
such amendment is in writing and executed and dated by Purchaser and Seller. Any
amendment to this Agreement shall be binding upon Purchaser and Seller as soon as it
has been executed by both parties.
13.04 Captions and section headings contained in this Agreement are for convenience
and reference only; in no way do they define, describe, ex1end 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
6
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 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:
IN WITNESS WHEREOF, the parties hereto have signed below.
Dated Proj:etlAcquisition Approved by
BCC: Ck:-{c::>~Jo., dc'IO
AS TO PURCHASER:
DATED: C'J:<::----Ic>~ /3) dc'/O
. .{~.., '~~j~~~", . {'r
ATTEST:
DWIGHT E/BROCK, Clerk
....,~.'.'." :'~.(
I~~, " '.~1C
~'..t~tet~~ lilerk
t1;ri__ljft,.
IMMOKALEE AREA COMMUNITY
REDEVELOPMENT AGENCY (CRA)
/ .
;11 ~i
BY: 1\ C?YY'~.J ~ f'~
Do;!,a Fiala, Chairman ~
AS TO SELLER:
RSG FAMILY LIMITED PARTNERSHIP
INVESTMENT-LAND, a Florida limited
partnership
Approved as to form and
-0~e~
Jennifer B~ite, Assistant County Attorney
7
Exhibit "A"
Parcel No.: 00126040009
The Southwest Y. of the Southwest Y. of the Southeast Y. of Section 4, Township 47 South,
Range 29 East, Collier County, Florida.
LESS AND EXCEPT, those parcels conveyed to Collier County, a political subdivision of the
State of Florida recorded in Official Records Book 58, page 337 and Official Records Book 123,
page 219, described as follows:
The South 30 feet, the North 30 feet and the West 30 feet of the South 'h of the Southwest Y. of
the Southeast Y. of Section 4, Township 47 South, Range 29 East, Tallahassee Meridian,
Collier County, Florida.
8