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Parcel 173FEE - Purchase Agreement PROJECT: 60168 VBR Ext PARCEL No(s): 173FEE FOLIO No(s): 36913060004 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT is made and entered into on this /1' day of /1(Q,,, , , 20 PI , by and between JAMES M. BANKS, a married man, whose mailing address is 4711 7th Avenue SW, Naples, FL 34119 (hereinafter referred to as "Owner"), and COLLIER COUNTY, a political subdivision of the State of Florida, whose mailing address is 3299 Tamiami Trail East, c/o the Office of the County Attorney, Suite 800, Naples, FL 34112 (hereinafter referred to as "County"). WHEREAS, Owner owns certain improved property located at 761 21st Street NW, Naples, Florida, and more particularly described as follows: The South 210 feet of Tract 48, Golden Gate Estates Unit No. 7, according to plat thereof, as recorded in plat Book 4 at Page 95, et. seq. of the public Records of Collier County, Florida. Together with all buildings, structures and improvements, fixtures, built-in appliances, refrigerators, stoves and cook-tops, oven ranges, dishwasher, washer, dryer, ceiling fans, floor coverings and window treatments (hereinafter collectively referred to as "Property"); and WHEREAS, Owner has agreed to sell, and County has agreed to purchase 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, Owner shall sell to County and County shall purchase from Owner the Property. 2. PURCHASE PRICE The purchase price (the "Purchase Price") for the Property shall be Three Hundred Twenty Thousand and 00/100 Dollars ($320,000.00) (U.S. Currency) payable at time of closing. Said payment to Owner 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 Owner, 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 (120) days following execution of this Agreement by the County or within thirty (30) days of County's receipt of all Closing Documents and/or documents necessary for the Owner to provide clear and marketable title, whichever is the later, unless extended by mutual written agreement of the parties hereto. County shall be entitled to possession as of Closing, unless otherwise provided herein. CEJ Owner shall deliver the Property in broom-clean and working condition, and free of all debris upon vacating the premises. B. Owner 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, Owner shall provide County with a copy of any existing title insurance policy. Prior to Closing and as soon after the execution of this Agreement as is possible, Owner shall provide County with the following documents and instruments properly executed, witnessed, and notarized where required, in a form acceptable to County (hereinafter referred to as "Closing Documents"); 1. General Warranty Deed in favor of County 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 County-Owner 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 Owner and its representatives to execute and deliver this Agreement and all other documents required to consummate this transaction, as reasonably determined by County's counsel and/or title company. C. At the Closing, the County, or its assignee, shall cause to be delivered to the Owner 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 Owner 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 issue the Owner's title policy to County in accordance with the commitment immediately after the recording of the deed. 2. Funds payable to the Owner representing the Purchase Price shall be subject to adjustments and pro-rations as hereinafter set forth. D. County shall pay all fees to record any curative instruments required to clear title, and all Warranty Deed recording fees. In addition, County 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 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 Owner, and shall be deducted on the Closing Statement from the compensation payable to the Owner per Section 2. County shall have sole discretion as to what constitutes "reasonable processing fees." Page No. 2 Owner's Initials E. This property is being acquired under the threat of condemnation; accordingly, there are no documentary stamps due upon the recording of the Warranty Deed in accordance with Florida Statutes. There shall be deducted from the proceeds of sale all prior year 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 County along with the cost of an Owner's Form B Title Policy, issued pursuant to the Commitment provided for in Section 7, "Requirements and Conditions" (below). G. Real Property taxes shall be prorated based on the current year's tax and paid by Owner. 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. 4. PROPERTY CONDITION DISCLOSURES A. General. Owner represents that Owner knows of no facts or conditions materially affecting the value of the Property, except those which are readily observable by County, or which have been disclosed to County by Owner in writing and furnished to County 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. Owner 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, Owner is required to complete, and Owner and County 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. Owner has no knowledge of any mold remediation having been performed on the Property. E. Warranty. Except as to any facts or conditions disclosed to County as required under Section 4.A. above, Owner 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. Owner 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. Page No. 3 Owner's Initials 5. INSPECTIONS A. Inspection Period. County shall have 60 days from the Effective Date (Inspection Period) to have the Property and improvements thereon inspected at County'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, Owner 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, 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"), County shall, within 15 days after expiration of the Inspection Period: (a) notify Owner of any Defective Inspection Items, and (b) furnish to Owner a copy of the inspection report(s) documenting the Defective Inspection Items, and (c) notify Owner of County's election either to: (i) receive a credit from Owner 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 Owner take Remedial Action at Owner's expense prior to closing. If County 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 Owner's Response Deadline, or 10 days prior to the Closing. If County elects (i), Owner shall not be required to take any Remedial Action. If County makes no election, County 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 County ("Owner's Response Deadline"), Owner shall notify County whether Owner will give County credit equal to the cost of repairs or take remedial action, whichever is requested by County. If Owner refuses County's election by the Owner's Response Deadline, then County may terminate this Agreement within 10 days of Owner's Response Deadline. If County does not elect to so terminate this Agreement, County is deemed to have accepted the Property in the condition it existed on the Effective Date, except that County retains the rights set forth in Section 5.G. (Walk Through Inspection) below. If Owner fails to respond by the Owner's Response deadline, Owner shall be deemed to have accepted County's election and County may receive credit at Closing as set forth above. D. If County 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 Owner, County shall be deemed to have accepted the Property in the condition it existed on the Effective Date, except that County retains the rights set forth in Section 5.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. Owner 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 Page No.4 Owner's Initials CAS completing the Remedial Action shall be paid by Owner 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, then either Owner or County may elect to pay such excess, failing which, either party may terminate this Agreement upon written notice. G. Walk-Through Inspection. County (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 Owner in Section 5.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 Owner has maintained the Property as required in Articles 3 and 6. Upon reasonable notice, Owner shall provide access and utilities service to the Property to facilitate the walk-through inspection. 6. RISK OF LOSS Owner 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 County's possession, whichever is later, except for ordinary wear and tear and any Remedial Action agreed to by Owner under Section 5B above. Any future loss and/or damage to the Property between the Effective Date and the Closing or date of County's possession, whichever is earlier, shall be at Owner's sole risk and expense. 7. REQUIREMENTS AND CONDITIONS FOR CLOSING Upon execution of this Agreement by both parties or at such other time as specified within this Article, County and/or Owner, 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, County 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. County shall have thirty (30) days, following receipt of the title insurance commitment, to notify Owner 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, County shall deliver to the Owner written notice of its intention to waive the applicable contingencies or to terminate this Agreement. B. If County shall fail to advise the Owner in writing of any such objections in Owner's title in the manner herein required by this Agreement, the title shall be deemed acceptable. Upon notification of County's objection to title, Owner 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. Owner, at its sole expense, shall use its best efforts to make such title good and marketable. In the event Owner is unable to cure said objections within said time period, County, by providing written notice to Owner 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. Owner agrees to furnish any existing surveys of the Property in Owner's possession to County within 10 (ten) days of the Effective Date of this Agreement. County 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 Page No. 5 Owners Initials • 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 Owner or obtained by County, 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 County shall notify the Owner in writing, within sixty (60) days from the Effective Date of this Agreement, of such encroachment, projection, or lack of legal access, and Owner shall have the option of curing said encroachment or projection, or obtaining legal access to the Property from a public roadway. Should Owner elect not to or be unable to remove the encroachment, projection, or provide legal access to the property within sixty (60) days, County may accept the Property as it then is, waiving any objection to the encroachment, or projection, or lack of legal access, or County may terminate the Agreement, by providing written notice to Owner within seven (7) days after expiration of said sixty (60) day period. A failure by County to give such written notice of termination within the time period provided herein shall be deemed an election by County to accept the Property with the encroachment, or projection, or lack of legal access. 8. TERMINATION AND REMEDIES A. If Owner shall have failed to perform any of the covenants and promises contained herein, which are to be performed by Owner, within fifteen (15) days of written notification of such failure, County may, at its option, terminate this Agreement by giving written notice of termination to Owner. County 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. At any time before closing, the County may terminate this Agreement without cause at no cost to the County. B. If the County has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and County 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 County to be performed, provided Owner is not in default, then as Owner's sole remedy, Owner shall have the right to terminate and cancel this Agreement by giving written notice thereof to County, and neither party shall have any further liability or obligation to the other. 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. 9. OWNER'S REPRESENTATIONS AND WARRANTIES Owner intends for County to rely on the representations contained in this Article in entering into this Agreement and warrants the following: A. Owner 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. Owner is not presently the subject of a pending, threatened or contemplated bankruptcy proceeding. B. Owner 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 Owner and County to execute and consummate the transaction contemplated hereby. At Closing, certified copies of such approvals shall be delivered to County and/or Owner, if necessary. Page No. 6 Owner's Initials C. The warranties set forth in this Article are true on the Effective Date of this Agreement and as of the date of Closing. County'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 Owner to be performed pursuant to the provisions of this Agreement. D. Owner and County 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. Owner represents that it has no knowledge of any actions, suits, claims, proceedings, litigation or investigations pending or threatened against Owner, 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 Owner's ability to sell the Property to County according to the terms of this Agreement. F. No party or person other than County 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, Owner shall not encumber or convey any portion of the Property or any rights therein, nor enter into any agreements granting any person or entity any rights with respect to the Property or any part thereof, without first obtaining the written consent of County to such conveyance, encumbrance, or agreement which consent may be withheld by County for any reason whatsoever. H. Owner 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. Owner 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. Owner 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. Owner 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 Owner's ownership thereof. Owner represents none of the Property has been used as a sanitary landfill. I. Owner has no knowledge that the Property, and/or that Owner'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 Owner 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 Owner 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. Owner 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 Page No.7 Owner's Initials Cho the Property or which adversely affects Owner's ability to perform hereunder; nor is there any other charge or expense upon or related to the Property which has not been disclosed to County in writing prior to the Effective Date of this Agreement. L. Owner acknowledges and agrees that County is entering into this Agreement based upon Owner's representations stated above and on the understanding that Owner 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, Owner agrees not to enter into any contracts or agreements pertaining to or affecting the Property and not to do any act or omit to perform any act which would change the zoning or physical condition of the Property or the governmental ordinances or laws governing same. Owner also agrees to notify County 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. Owner represents, warrants and agrees to indemnify, reimburse, defend and hold County harmless from any and all costs (including attorney's fees) asserted against, imposed on or incurred by County, 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 County, hereunder, shall survive Closing and are not deemed satisfied by conveyance of title. 10. 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 County: Transportation Engineering Division Attn: Robert Bosch Right-of-Way Acquisition Manager 2885 South Horseshoe Drive Naples, Florida 34104 Telephone 239-252-5843 With a copy to: Jeffrey A. Klatzkow County Attorney Office of the County Attorney 3299 Tamiami Trail East, Suite 800 Naples, Florida 34112 Telephone 239-252-8400 If to Owner: James M. Banks 4711 7th Avenue SW Naples, FL 34119 Telephone 239-919-2767 The addressees, addresses 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 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 Page No. 8 Owner's Initials purposes. Notice shall be deemed given in compliance with this Article 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. 11. REAL ESTATE BROKERS Both parties represent that there no real estate brokers involved in this transaction and, accordingly, there are no real estate commissions due. Owner shall indemnify County 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 Owner as a real estate broker, salesman or representative, in connection with this Agreement. 12. 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 County and Owner. Any amendment to this Agreement shall be binding upon County and Owner 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 Owner holds the Property in the form of a partnership, limited partnership, corporation, trust or any form of representative capacity whatsoever for others, Owner 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.) 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 Page No. 9 Owner's Initials CAO: 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 County and Owner. L. TIME IS OF THE ESSENCE to this Agreement. IN WITNESS WHEREOF, the parties hereto set forth their hands seals. AS TO COUNTY: DATED: J14& , /2 h'19 ATTEST: BOARD 011ie) ► Y COMMISSIONERS Cryst. Kinzelnr.! C COLLI ,RID A BY: =!- [ eputy Clerk illiam L. McDaniel,Jr. " , Chairman r:. 4 ottainnan ' s:cliurs,only. AS TO OWNER: DATED: I2 " 2-12°4 WITN SSES: 41 �nat e) J •` f S M. BANKS c__: (Printed ame) Mlir•rte=t- _ C-1/ (Signature) C- 1 r i S N e id,s" (Printed Name) Approved as to form and legality: . 4111 Jenni er A. Belpedio CY) NO Assistant County Attorney \�j� • Last revised: 06/16/2017 Page No. 10 c Owner's Initials