Backup Documents 03/12/2019 Item #16A 2 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 16 A 2
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office
at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later
than Monday preceding the Board meeting.
ROUTING SLIP
Complete routing lines#1 through#2 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#1 through#2,complete the checklist,and forward to the County Attorney Office.
Route to Addressee(s) (List in routing order) Office Initials Date
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3. County Attorney Office County Attorney Office 3) 1 ,111
4. BCC Office Board of County \�.0�� ►�
Commissioners fvl 3'\k\\\
5. Minutes and Records Clerk of Court's Office 3.‘"T
PRIMARY CONTACT INFORMATION
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,may need to contact staff for additional or missing information.
Name of Primary Staff Michelle L.Sweet Phone Number 252-6027
Contact/ Department Transportation Engineering-ROW
Agenda Date Item was V Agenda Item Number //
Approved by the BCC ,3 �z'Iii b
Type of Document Number of Original
Attached 4;SAA-,,n,a,wt Documents Attached I I/
PO number or account
number if document is ijll
to be recorded
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A"in the Not Applicable column, whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's original signature? 5b4P0...-.'
2. Does the document need to be sent to another agency for additional signatures? If yes, C
provide the Contact Information(Name;Agency;Address; Phone)on an attached sheet.
3. 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.
4. 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 rA
5. 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.
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's
signature and initials are required. 115
7. In most cases(some contracts are an exception),the original document and this routing slip
should be provided to the County Attorney Office at the time the item is input into SIRE.
Some documents are time sensitive and require forwarding to Tallahassee within a certain - ' 411
time frame or the BCC's actions are nullified. Be aware of your deadlines!
8. The document was approved by the BCC on rJl a4(enter date)and all changes made N/A is riot
during the meeting have been incorporated in the attached document. The County p al►, an option for
Attorney's Office has reviewed the changes,if applicable. d this line.
9. Initials of attorney verifying that the attached document is the version approved by the , w� -' N/A is not
BCC,all changes directed by the BCC have been made,and the document is ready for tl option for
Chairman's signature. is line,
t:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12 f`1 c,
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MEMORANDUM
Date: March 15, 2019
To: Michelle Sweet, Property Acquisition
Transportation Engineering
From: Teresa Cannon, Deputy Clerk
Minutes & Records Department
Re: Purchase Agreement - Project #60168
Parcel: 173FEE/Folio #36913060004
Attached for your records is a scanned copy as referenced above, (Item #16A2)
approved by the Board of County Commissioners on Tuesday, March 12, 2019.
The original is being kept by the Board's Minutes and Records Department as part
of the Board's Official Records.
If you have any questions, please call me at 252-8411.
Thank you.
Attachment
1. 6 A2
PROJECT: 60168 VBR Ext
PARCEL No(s): 173FEE
FOLIO No(s): 36913060004
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT is made and entered into on this /Z' day of
, 201' , 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.
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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."
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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.
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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
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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
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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.
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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
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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
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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
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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: ilia,...1., /2,i A*
ATTEST: BOARD OF `1 ►TY COMMISSIONERS
Cryst., . Kinzel, -rk COLLI f et NTY,'Et_ ?RIDAA
�
i.„....,,,„ ,V L:Sk ti i�t
Mat7 7}ye puty Clerk illiam L. McDaniel,Jr. / , Chairman
S1cn .Ff7re Only.
AS TO OWNER:
DATED: I Z. - Zi - Z4187
WITN SSES:
/
'.nat e) ?4z.......
J S M. BANKS
(Printed ame)
/L1.4!t`4.01.1.A...._
(Signature)
ri ST`i Vle 5'oIAkS
(Printed Name)
Approved as to form and legality:
a
Jenni erA. Belpedio 0
Assistant County Attorney \�
N
Last revised: 06/16/2017
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