Backup Documents 05/11/2010 Item #16B10ORIGINAL DOCUMENTS CHECKLIST & ROUTING S116 B 10
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 after 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
exception of the Chairman's signature, draw a line through routing lines # I through #4- complete the checklist - and forward to Sue Fitsnn nine 115'1
Route to Addressee(s)
(List in routing order)
Office
Initials
Date
1.
Property Acquisition Specialist
(Initial)
Applicable)
2.
v��11�`'
Agenda Item Number
3.
signed by the Chairman, with the exception of most letters, must be reviewed and signed
4.
,
Number of Original
f
5. .Manager
fAfj itl€ f� �;
Board of County Commissioners
L-
I
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 needing 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
MICHELLE L. SWEET
Phone Number
239 - 252 -6027
Contact
Property Acquisition Specialist
(Initial)
Applicable)
Agenda Date Item was
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Agenda Item Number
Approved b the BCC
signed by the Chairman, with the exception of most letters, must be reviewed and signed
Type of Document
,
Number of Original
f
Attached
I •-t i` h ; :� x h t:k: l-.k +.
Documents Attached
I
INSTRUCTIONS & C-HFC 10,i1ST
1: Forms/ County Forms / BCC Forms/ Original Documents Routing Slip WWS Original 9.03.04, Revised 1.26.05, Revised 2.24.05
Initial the Yes column or mark "N /A" in the Not Applicable column, whichever is
Yes
N/A (Not
app ro riate.
(Initial)
Applicable)
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 possibly State Officials.)
2.
All handwritten strike- through and revisions have been initialed by the County Attorney's
Office and all other parties except the BCC Chairman and the Clerk to the Board
3.
The Chairman's signature line date has been entered as the date of BCC approval of the
document
or the final negotiated contract date whichever is applicable.
4.
"Sign here" tabs are placed on the appropriate pages indicating where the Chairman's
signature and initials are required.
,
5.
In most cases (some contracts are an exception), the original document and this routing slip
should be provided to Sue Filson in 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 your deadlines!
6.
The document was approved by the BCC on a ;; ;:, (enter date) and all changes
NI'
made during the meeting have been incorporated in the attached document. The
County Attorne Office has
rX
y's reviewed the changes, if applicable.
(� ,
1: Forms/ County Forms / BCC Forms/ Original Documents Routing Slip WWS Original 9.03.04, Revised 1.26.05, Revised 2.24.05
MEMORANDUM
Date: May 12, 2010
To: Michelle Sweet, Property Acquisition
Trans /TECM /ROW
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: Verder Purchase Agreement (Parcel #1272FEE)
Vanderbilt Beach Road Extension (Project #60168)
Attached for your records is a copy of the agreement referenced above,
(Item #161110) approved by the Board of County Commissioners on May 11, 2010.
The ori ginal agreement will be held kept in the Minutes and Records Department as
part of the Board's permanent record.
If you have any questions, please call me at 252 -8406.
Thank you.
16810
PROJECT: 60168 Vanderbilt Beach Road Ext
PARCEL No(s): 1272FEE
FOLIO No(s): 37390440000
PURCHASE AGREEMENT
(Extended Possession of Improved Property)
THIS PURCHASE AGREEMENT is made and entered into on this 11" day of
a 2010, by and between GARY E. VERDER, II and BRANDI
VERDER, husband and wife, whose mailing address is 1120 16th Street NE, Naples,
FL 34120, 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 certain improved property located at 1120 16th Street
NE, Naples, Florida, and more particularly described as the South 180 feet of Tract 5,
GOLDEN GATE ESTATES UNIT 16, together with all buildings, structures and
improvements, fixtures, built -in appliances, ceiling fans, floor coverings and window
treatments (hereinafter collectively referred to as "Property "), but specifically excluding
the garage refrigerator, the kitchen refrigerator; dishwasher, microwave oven, stove,
washer and dryer; and
WHEREAS, Seller has agreed to sell and Purchaser has agreed to purchase the
Property subject to the terms and conditions that follow; and
WHEREAS, Seller desires to remain in possession of the residence located on
the Property, and has requested the right to occupy the premises for a term of sixty (60)
days after closing, to which request Purchaser has agreed.
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
A. The purchase price (the "Purchase Price ") for the Property shall be
$156,250.00 U.S. Currency payable at time of closing. Said Purchase Price was
agreed upon by the parties hereto with full consideration having been given to the value
of the extended possession. (See Section 4 below.)
B. Payment of the Purchase Price and other amounts provided for herein shall
be made at time of closing and shall be full compensation for the Property conveyed,
including all structural and site improvements and fixtures, and all landscaping, trees
and shrubs located thereon, and shall be in full and final settlement of all other costs
and expenses incurred by Seller, including but not limited to moving expenses,
attorneys' fees, expert witness fees and costs, as provided for in Chapter 73, Florida
Statutes.
None of this Purchase Price is attributable to any personal property.
3. CLOSING
A. The Closing (THE "CLOSING DATE ", "DATE OF CLOSING ", OR
"CLOSING ") of the transaction shall be held on or before one hundred twenty
e �
(120) 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 Collier County Transportation, Administration Building, 2885 Horseshoe
Drive S, Naples, Florida. Purchaser shall be entitled to possession as of Closing,
unless otherwise provided herein. Seller shall deliver the Property in broom -clean
and working condition, and free of all debris upon vacating the premises.
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.
Within fifteen (15) days of the effective date hereof, 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.
6. Certificate of insurance pursuant to Section 4L (below).
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 "Requirements and Conditions" 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 Purchase Price in Section 2 which may be
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Sellers Initials Page No. 2
16610
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.
E. 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, unless the Property is acquired under threat of
condemnation. Furthermore, there shall be deducted from the proceeds of sale all
ad valorem taxes and assessments levied against the parent tract property which
remain unpaid as of the date of Closing.
F. 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 8, "Requirements and Conditions" (below).
G. Real Property taxes shall be prorated based on the current year's tax and
paid by Seller. If Closing occurs at a date which the current year's millage is not
fixed, taxes will be prorated based upon such prior year's millage.
H. A Security Deposit in the amount of FIVE HUNDRED and 00/100 DOLLARS
($500.00) will be withheld from Seller's closing proceeds to be held by Purchaser
during the Seller's occupancy in accordance with the provisions of Section 4B
(below).
4. OCCUPANCY BY SELLER AFTER CLOSING
A. Seller may occupy the Property after Closing for a period of sixty (60) days
(the "Term "). There shall be no extensions of the Term.
B. At Closing, the sum of $500.00 will be withheld by Purchaser as security for
any damages suffered by the Property during the Seller's occupancy ( "Security
Deposit "). The Security Deposit will be paid to Seller at the end of its Term of
occupancy, provided there has been no damage to the Property caused by the
negligence or intentional acts of Seller or anyone acting with Seller's knowledge
and consent. Upon the vacating of the Property, the Purchaser will have twenty
(20) days to return the Security Deposit or give Seller written notice of Purchaser's
intention to impose a claim upon the Security Deposit. In the event Purchaser
intends to impose a claim upon a part or all of the Security Deposit, it will provide
Seller with an explanation of the damage, an estimate of repair and an accounting
of the deposit balance.
C. When the Property is partly damaged or destroyed by fire or other casualty
not due to Seller's willful or negligent act or that of anyone on the Property with the
knowledge or consent (actual or implied), of Seller, Purchaser will make repair as
soon as reasonably possible. Purchaser shall also be responsible for the repair to
fixtures in excess of the limit set forth in Section 4F (below), provided such repair
is not necessitated by Seller's misuse, waste or neglect of the Property, or that of
anyone on the Property with Seller's knowledge and consent (actual or implied). If
the Property is rendered un- inhabitable due to fire, storm or other casualty, then
this Agreement shall automatically terminate, with the sole duty of Purchaser then
being to refund to Seller the security deposit. Purchaser shall not be liable for any
damage or injury to Seller and his or her property by reason of any water damage
sustained by Seller and his or her property, or by reason of the breakage, leakage,
or obstruction of water and sewer lines or other breakage in or about the Property.
D. Seller agrees to pay all utility services as they come due, including electricity,
telephone, gas, cable television, water, sewer, and solid waste collection, shall
arrange for a final billing and payment of same at the time Seller vacates the
Property, and acknowledges that Purchaser will deduct all such unpaid bills from
the Security Deposit. Seller shall keep the property free from pests and insure that
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Sellers Initials
16910
the air conditioning system is in operation to maintain a reasonable room
temperature until the Seller vacates the property.
E. Seller will use the Property only as its primary residence. Seller is prohibited
from allowing persons, other than its immediate family members, to reside on the
Property.
F. Seller shall maintain the Property, including all Systems and Equipment, in
clean and working condition at all times. Seller shall use all Systems and
Equipment in a reasonable manner. Seller shall immediately make and pay for all
required repairs to the plumbing, heating apparatus, air conditioning, and electric
and gas fixtures, provided the cost of said repairs does not exceed Ten Thousand
Dollars ($10,000.00). Purchaser reserves the right to enter upon the Property and
repair, at the Seller's expense, all damage or injury to the fixtures in the event
Seller fails to effect repairs after 10 days' notice. Purchaser's election not to effect
repairs shall not relieve Seller of its obligation to repair or subject Purchaser to
liability for its election.
G. Seller shall comply with all governmental regulations concerning the use of
the Property and not permit or suffer any illegal activity or use, or permit to be
made any disturbance, noise or nuisance whatsoever, which would be detrimental
to the peace, quiet and comfort of other persons in the vicinity of the Property, or
affect the insurance risk factor to the Property.
H. Seller shall permit Purchaser's agent or employee to enter the Property at
any reasonable time, upon 24 hours notice, during the term of this Agreement to
inspect the Property or make any needed repairs.
I. Seller will surrender possession of the Property at the expiration of the Term
in as good a condition as of the Effective Date, reasonable wear and tear and acts
of God excepted. Seller shall not be responsible to repair or replace the items or
deficiencies set forth in the attached list marked Exhibit "A" which existed prior to
the Closing.
J. Seller shall not alter or make additions to the Property without the
Purchaser's consent. Seller shall not deface, damage or remove any part of the
Property or permit any person to do so, nor shall any of the appliances listed on
Exhibit "B" be replaced without the Purchaser's consent.
K. DEFAULT. Seller will be deemed in default of this Agreement if Seller
fails to perform any of the covenants, promises or obligations contained in this
Section for a period of ten (10) days after notice of such default. Upon Seller's
default, County may terminate this Agreement upon twenty (20) days written notice
to Seller, re -enter and take possession of the Property, whereupon the term
thereby granted and all rights of Seller to occupy the Property shall terminate. The
Seller shall remain liable for any damage suffered by the Property because of
Seller's breach of any of the covenants of this Agreement, and such termination
shall be without prejudice to the Purchaser's right to collect said damages.
Purchaser and Seller shall have the right to pursue any and all remedies available
under this Agreement or applicable law.
L. Seller shall be required to maintain insurance on the Property during the
entire Term, and any Extended Term, which policy shall include contents coverage
of $100,000, premises liability with limits of $300,000, and loss of use coverage.
Purchaser will be named as an additional insured and the policy premium for the
Term of occupancy will be paid in advance at Closing. Seller will be required to
provide a certificate of insurance prior to Closing.
M. The terms and conditions contained in this Section shall survive Closing and
are not deemed satisfied by conveyance of title.
5. PROPERTY CONDITION DISCLOSURES
Page No. 4
Sellers Initials
16810
A. General. Seller represents that Seller knows of no facts or conditions
materially affecting the value of the Property, except those which are readily
observable by Purchaser, or which have been disclosed to Purchaser by Seller in
writing and furnished to Purchaser prior to the Effective Date of this Agreement.
B. Radon Gas. Florida law requires the following 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 department. Seller has no
knowledge of the existence of radon on the Property or any radon mitigation
having been performed on the Property.
C. Lead Based Paint/Paint Hazards. If construction of the residence on the
Property was commenced prior to 1978, Seller is required to complete, and Seller
and Purchaser are required to sign and attach to this Agreement, the addendum
entitled "Lead -Based Paint and /or Lead -Based Paint Hazards Attachment to Sales
Contract: Disclosure of Information and Acknowledgement."
D. Mold. Molds are commonly found both indoors and outdoors. Interior
infestation by certain molds may cause property damage and health problems for
some persons. Seller has no knowledge of any mold remediation having been
performed on the Property.
E. Warranty. Except as to any facts or conditions disclosed to Purchaser as
required under Section S.A. above, Seller warrants that all major appliances and
equipment; sprinkler, well, septic, heating, cooling, electrical and plumbing and
security systems; major mechanical components; roof (including fascia and
soffits); ceiling; structural walls; foundation; swimming pool, spa and pool /spa
deck; seawalls; docks; boat lifts /davits and related electrical and mechanical
components, if any (collectively "Systems and Equipment ") are in Working
Condition. "Working Condition" shall mean operating in a manner in which the
Systems and Equipment were designed to operate. The roof, ceiling, interior and
exterior walls, foundation, swimming pool, spa and pool /spa deck, if any, shall be
considered in Working Condition if structurally sound and watertight. Seawalls
and docks, if any, shall be considered in Working Condition if structurally sound.
Seller shall not be required to repair or replace any Cosmetic Condition.
"Cosmetic Condition" shall mean an aesthetic imperfection which does not affect
the Working Condition of the item, including corrosion; tears; worn spots;
discoloration of floor covering or wallpaper or window treatments; missing or torn
screens; nail holes; scratches; dents; chips; caulking; pitted pool surfaces; minor
cracks in windows, driveways, sidewalks, spa /pool decks and garage, tile, lanai
and patio floors; and cracked roof tiles, curling or worn shingles and limited roof
life, so long as there is no evidence of structural damage or leakage.
6. INSPECTIONS
A. Inspection Period. Purchaser shall have 60 days from the Effective Date
(Inspection Period) to have the Property and improvements thereon inspected at
Purchaser's expense as follows: (a) Systems and Equipment, by an appropriately
Florida licensed inspection company or licensed contractor, and /or (b) radon gas,
by a Florida certified radon measurement technician or specialist, and /or (c) lead -
based paint and hazards, by an EPA - certified lead exposure risk assessor, and /or
(d) termites or other wood - destroying organisms, by a certified pest control
operator (collectively the "Inspection Items "). Upon reasonable notice, Seller shall
provide access and utilities service to the Property to facilitate inspections.
B. Election and Response. If any inspection conducted during the Inspection
Period reveals: (1) that any Systems and Equipment are not in Working Condition,
and /or (2) the presence of radon gas at a level in excess of EPA action levels,
Seller's Initials
Page No. 5
and/or (3) the presence of lead -based paint or paint hazards required abatement
under HUD /EPA protocols, and /or (4) the existence of active infestation by
termites or other wood - destroying organisms and /or visible damage caused by
active or past infestation (collectively the "Defective Inspection Items "), Purchaser
shall, within 15 days after expiration of the Inspection Period: (a) notify Seller of
any Defective Inspection Items, and (b) furnish to Seller a copy of the inspection
report(s) documenting the Defective Inspection Items, and (c) notify Seller of
Purchaser's election either to: (i) receive a credit from Seller at closing in lieu of
any repairs, replacements, treatment, mitigation or other remedial action
necessary to bring the Defective Inspection Items into compliance with the relevant
standards set forth above (the "Remedial Action "), or (ii) have Seller take Remedial
Action at Seller's expense prior to closing. If Purchaser elects to receive a credit,
the amount of the credit shall be equivalent to the estimated costs of any
Remedial Action and shall be determined not later than the earlier of Seller's
Response Deadline, or 10 days prior to the Closing. If Purchaser elects (i), Seller
shall not be required to take any Remedial Action. If Purchaser makes no
election, Purchaser shall be deemed to have elected to receive a credit at Closing.
C. Not later than 15 days from receipt of the written notice and inspection
report(s) from Purchaser ( "Seller's Response Deadline "), Seller shall notify
Purchaser whether Seller will give Purchaser credit equal to the cost of repairs or
take remedial action, whichever is requested by Purchaser. If Seller refuses
Purchaser's election by Seller's Response Deadline, then Purchaser may
terminate this Agreement within 10 days of Seller's Response Deadline. If
Purchaser does not elect to so terminate this Agreement, Purchaser is deemed to
have accepted the Property in the condition it existed on the Effective Date, except
that Purchaser retains the rights set forth in Section 6.G. (Walk Through
Inspection) below. If Seller fails to respond by the Seller's Response deadline,
Seller shall be deemed to have accepted Purchaser's election and Purchaser may
receive credit at Closing as set forth above.
D. If Purchaser does not have the Inspection Items inspected, or fails to do so
within the Inspection Period, or fails to timely report any Defective Inspection Items
to Seller, Purchaser shall be deemed to have accepted the Property in the
condition it existed on the Effective Date, except that Purchaser retains the rights
set forth in Section 6.G. (Walk Through Inspection) below.
E. Remedial Action shall be deemed to have been properly performed if (1) the
Systems and Equipment are placed in Working condition (as defined above), (2)
radon gas within the residence on the Property is reduced to below EPA action
levels, (3) lead -based paint and paint hazards on the Property are removed or
contained in accordance with HUD /EPA guidelines, and (4) any active infestation
of termites or other wood - destroying organisms is exterminated or treated, and all
visible damage caused by active or past infestation is repaired or replaced. Seller
shall make a diligent effort to perform and complete all Remedial Action prior to
the Closing Date, failing which a sum equivalent to 150% of the estimated costs of
completing the Remedial Action shall be paid by Seller into escrow at Closing
pending completion.
F. No cost to repair or replace any Systems and Equipment shall exceed the fair
market value of that item if it were in Working Condition. If the costs do exceed
fair market value, than either Seller or Purchaser may elect to pay such excess,
failing which, either party may terminate this Agreement upon written notice.
G. Walk - Through Inspection. Purchaser (or a designated representative) may
conduct a walk- through inspection of the Property prior to Closing and prior to
possession, to confirm: (1) completion of any Remedial Action agreed to by Seller
in Section 6.B "Election and Response" above, (2) that the personal property items
which are being conveyed as part of this Agreement remain on the Property, (3)
that the personal property items which are not being conveyed as part of this
Agreement have been removed from the Property, and (4) that Seller has
maintained the Property as required in Sections 3 and 7. Upon reasonable notice,
Page No. 6
Seller's Initials
16810
Seller shall provide access and utilities service to the Property to facilitate the
walk- through inspection.
H. Inspections durinq Occupancy. Purchaser may enter upon the Property with
at least 24 -hour notice to Seller for purposes of inspecting the Property for
compliance with the terms of Section 4 of this Agreement or effecting repairs.
7. RISK OF LOSS
Seller shall maintain the Property (including without limitation the lawn, shrubbery, and
landscaping) in the condition existing on the Effective Date until Closing or date of
Purchaser's possession, whichever is later, except for ordinary wear and tear and any
Remedial Action agreed to by Seller under Section 6B 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,
except as provided in Section 4.
8. 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:
A. Within fifteen (15) days after the date hereof, Purchaser shall obtain as
evidence of title an ALTA Commitment for an Owner's Title Insurance Policy
(ALTA Form B -1970) covering the Property, together with hard copies of all
exceptions shown thereon. Purchaser shall have thirty (30) days, following receipt
of the title insurance commitment, to notify Seller in writing of any objection to title
other than liens evidencing monetary obligations, if any, which obligations shall be
paid at closing. If the title commitment contains exceptions that make the title
unmarketable, Purchaser shall deliver to the Seller written notice of its intention to
waive the applicable contingencies or to terminate this Agreement.
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 of the Property unless the difference in acreage
revealed by survey exceeds 5% of the overall acreage, in which case the purchase
price may be renegotiated at the request of either party and established by written
addendum to this Agreement, or in which case this Agreement may be terminated
by either party providing Notice in the manner set forth herein. 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
Page No. 7
Sellers Initials
16610
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.
9. 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, except for those provisions
in Section 4, 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 $0 or 0% shall be 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
Article 11, 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.
D. This Section does not apply to any defaults by Seller of the obligations
contained in Section 4 of this Agreement.
10. 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 necessary.
C. The warranties set forth in this Section are true on the Effective Date of this
Agreement and as of the date of Closing. Purchaser's acceptance of a deed to
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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 or toxic
substances or wastes, as such terms are defined in applicable laws and
regulations, or any other activity that would have toxic results, and no such
hazardous or toxic substances are currently used in connection with the operation
of the Property, and there is no proceeding or inquiry by any authority with respect
thereto. Seller represents that they have (it has) no knowledge that there is ground
water contamination on the Property or potential of ground water contamination
from neighboring properties. Seller represents no storage tanks for gasoline or
any other hazardous 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.
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
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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 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 adversely affect the zoning or
physical condition of the Property or its intended use by Purchaser. 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.
11. 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 Horseshoe Drive S
Naples, Florida 34104
Telephone 239 - 252 -8192
Fax 239 - 530 -6643
With a copy to: Jeffery A. Klatzkow
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: Gary E. Verder, II and Brandi Verder
112016 th Street NE
Naples, FL 34120
Telephone 239 - 304 -9090
With a copy to:
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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 receipt of personal delivery.
12. REAL ESTATE BROKERS
The parties hereto acknowledge and agree that there no realtors /brokers involved in
this transaction. Any and all brokerage commissions or fees which may be due 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 cause or engaged by
Seller as a real estate broker, salesman or representative, in connection with this
Agreement.
13. 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.
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, subject to the penalties prescribed for perjury, 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.)
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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.
M. Seller may not assign, sublease, or license any rights arising under this
Agreement without the written consent of the Purchaser.
N. The parties hereto agree and acknowledge that this Agreement is not a lease
but rather a contract for occupancy (extended possession) of the Property as a
condition of sale which is not subject to Chapter 83, Florida Statutes. The parties
do not intend to invoke any of the obligations or remedies contained in Chapter 83,
and the terms and conditions contained herein shall be construed in accordance
with the parties' intent and shall be given their plain meaning without reference or
application of s. 83.43, Fla. Stat., or any other portion of Chapter 83.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first above written.
AS TO PURCHASER:
DATED:
ATTEST:
DWIGHT E. BROCK, Clerk
ty Clerk
AS TO SELLER:
DATED:_ }y�i�'
;Yv[t;ess (Signature)
Name (Print or Type)
Witr}ess (Signature)
In"'' ,�
Name (Print or Type)
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
BY:
FRED W. COYLE, Chairm
GARY-E. VERDER- II
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Witness (Signature)
Name (Print or Type)
(A
Wi ne s (Signature)
Name (Print or Type)
Approved as to form and
legal sufficiency:
_� ala-k —
Assistant County Attorney
:S-�;rvN►F-ff-
Last Revised: 02/19/2007
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Sellers Initials
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BRANDIVERDER
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