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Backup Documents 04/28/2009 Item #16B 1 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 16 TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO B 1 THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attaeh to original document. Original documents should be hand delivered tll 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 Filson (line #5). Route to Addressee(s) Office Initials Date (List in routing order) 1. 2. 3. 4. 5. Sue Filson, Executive Manager Board of County Commissioners 6. Minutes and Records Clerk of Court's Office PRIMARY CONTACT INFORMATION (The primary contact is the holder of the original document pending BCC approval. Normally the primary contact is the person who created/prepared the executive summary. Primary contact information is needed in the evcnt 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 arc to be delivered to the BCe office only after the Bel' has acted to approve the item.) Name of Primary Staff Margaret Kreynus Phone Number 252-5846 Contact Agenda Date Item was 4/28/2009 Agenda Item Number 16BI Approved by the BCC Type of Document Purchase Agreement N umber'of Original One Attached Documents Attached INSTRUCTIONS & CHECKLIST Initial the Yes column or mark "N/A" in the Not Applicable column, whichever is a 1'0 riate. Original document has been signed/initialed for legal sufficiency. (All documents to be signed by the Chairman, with the exception of most letters. must be reviewed and signed by the Office of the County Attorney. This includes signature pages from ordinances, resolutions, etc. signed by the County Attorney's Office and signature pages from contracts, agreements, etc. that have been fully executed by all parties except the BCC Chairman and Clerk to the Board and ossibl State Officials.) All handwritten strike-through and revisions have been initialed by the County Attorney's Office and all other arties exce t the BCC Chairman and the Clerk to the Board The Chairman's signature line date has been entered as the date of BCC approval of the document or the final ne otiated contract date whichever is a licable. "Sign here" tabs are placed on the appropriate pages indicating where the Chairman's si nature and initials are re uired. In most cases (some contracts are an exception), the original document and this routing slip should be provided to Sue Filson in the Bee office within 24 hours of BCC approval. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCe's actions are nullified. Be aware of our deadlines! The document was approved by the BCC on 4/28/2009 and all changes made during the meeting have been incorporated in the attached document. The County Attorney's Office has reviewed the chan es, if a Iicable. Please scan under Vanderbilt Beach Road Extension as PONDIIC4 in the BMR Real Property folder. Thank you. 1. 2. 3. 4. 5. 6. Yes (Initial) N/A (Not A licable) Yes \~~:~ N/A N/A Yes 'l'-J,) \t ~) 1681 MEMORANDUM DA TE: April 29, 2009 TO: Ms. Sue Filson, Executive Manager FROM: ~VMargaret J. Kreynus, Senior Acquisition Specialist RE: Purchase Agreement Vanderbilt Beach Road Extension Project No. 60168, Parcel No. POND11C4 Joao Gutierrez Attached is a copy of the Purchase Agreement in the amount of $63,500.00 rea4y for execution by Chairman Donna Fiala. This represents a settlement in the amount of the County's offer. The Board of County Commissioners on April 28, 2009 under Agenda Item No. 16B 1, authorized the acquisition of fee simple parcel required for the construction of a Stormwater Retention Pond Site, and further authorized its Chairman to execute this Agreement on behalf of the Board. Please ask Chairman Fiala to execute the attached Purchase Agreement on behalf of the Board of County Commissioners and forward to the Clerk of Minutes and Records for attestation. Thank you. 03/18/2009 15:10 8136432612 BELLAPATEL PAGE 02 1681 PROJECT NO.: 60168 PARCEL NO.: POND11C4 FOLIO NO.: 40472440009 PURCHASE AGREEMENT (for Stormwater Retention Pond Sites) THIS PURCHASE AGREEMENT is made and entered in10 on this 18 day of MAu.lrl , 2009, by snd between JOAO GUTIERREZ, whose maWing address Is 8801 NW 1771h Terrace, Hialeah, Florida 33018-6623, (hereinafter referred to as "Seller"), and COUIER COUNTY, a political subdivision of the State of Florida, whose mailing address is 3301 Tamiami Trail East, Naples, Florida 34112, (hereinafter referred to as "Purchaser"). WHEREAS, Seller owns that certain property more particularly described 8S the West 112 of Tract 31 Golden Gate Estates Unit No. 73, according to the plat thereof, as recorded in Plat Book 5, Page 9, of the Public Records of Collier County, Florida, (hereinafter referred to as "Property"); and WHEREAS, Purchaser requires the Property in fee simple for stormwater retention purposes as part of the Vanderbilt Beach Road Project; and WHEREAS, Seller has agreed to sell and Purchaser has agreed to buy the Property subject to the terms and conditions that follow. NOW THEREFORE, in consideration of these premises, the sum of Ten Dollars ($10.00), and other good and valuable consideration, the receipt and suffiCiency of which is hereby mutually acknowledged, it is agreed by and between the parties 88 followa: 1. AGREEMENT In consideration of the purchase price and upon the terms and conditions hereinafter eet forth, Seller shall sell to Purchaser and Purchaser shall purchase from Seller the Property. 2. PURCH~SE PRICE The purchase price (the "Purchase Pricej for the Property shall be $63,500.00 (U.S. Currency) payable at time of closing. Purchaser shall also pay Seller's attorney fees and expert fees in the aggregate amount of $6,000.00 payable to the Bella Patel Trust Account provided Seller submits invoices to Purchaser to document the fees. The Purchase Price shall be subject to the apportionment and dIstribution of proceeds pursuant to Paragraph 3D of this Agreement. The total payment of $68,500.00 shall be full compensation for the Property conveyed, including all landscaping, trees, shrubs, improvements, and fixtures located thereon, and shall be in full and final settlement of any and all claims against the Purchaser, including all attorneys' fees, expert witness fees and costs as provided for in Chapter 73. Florida Statutes. None of this Purchase Price 18 attributed to any personal property. 3. CLO~ING A. TIME IS OF THE ESSE~CE. Therefore, the Closing (THE "CLOSING DATE", "DATE O~C~S'NSi:,.OR "CLOSING") of the transaction shell be held on or before e..e 1:t.....'".e""',11~ days following execution of this Agreement by the Purchaser. The Closing shall be held at the Collier County Attorney's Office. \o{) Administration Building, 3301 Tamlaml Trail East, Naples, Florida. Purchaser shall \. 6"TV ~ be entitled to ponesalon .. of Closing, un"" otherwise provided herein. "\..... ~ C u)..5.iNG ON &1" e>EPOR..E ~i ~,)' (f;O) clPAj5 ~ !C/!Ou";''!j RYI'Ui11C;ttJ Or 7'1-1/.5 A b.eFc.A-/~A.Jr. e3/18/2ee9 15:1e 8136432612 BELLAPA TEL PAGE e3 B. Seller shall convey a marketable title free of any liens, encumbranoes, ex~ptlons, or quallftcation.. Marketable title shall be detennlned according to app"ca~1e title standards adopted by the Florida Bar and in accordance with law. At. or pn~r to Closing, ,Seller shall provide Purchaser WIth a copy of any existing prior title Insurance policies. At or before the Closing, the Seller shall cause to be delivered to the Purchaser the Items specified herein and the following documents and Instruments duly executed and acknowledged, in recordable form: 1. General W8lT8nty Deed In favor of Purchaser conveying title to the Property, free and clear of all liens and encumbranoes 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--Forelgn, Taxpayer IdentifICation & "Gap" Affldavlr as required by Section 1445 of the Internal Revenue Code and.. required by the title insurance underwriter In order to inaure the "gap" and issue the policy contemplated by the title Insurance commitment. 4. A W-9 Form, "Request for Taxpayer Identification and Certlflcatjon" as required by the Intemal Revenue Service. 5. Such evidence of authority and capacity of Seller and its representatives to execute and deliver this Agreement and all other documents requil'8d to consummate this transaction, as reasonably determined by Purchaser's counsel and/or title company. C. At the Closing, the Purchaser, or its alSignM, Shall cause to be dell\'ered to the Seller the follOWIng: 1. A negotiable Instrument in an amount equal to Net Cash to Seller on the Closing Statement. No funds shaN be disbursed to Seller until the TItle Company verifies that the state of the title to the Property has not changed adversely since the date of the last endorsement to the commitment, referenced in Section 6 MRequirements and Conditions for CloslngM 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, all Warranty Deed recording fees, and any and all costs and/or fees associated WIth securing and recording a Release or SubordInation of any mortgage, lien or other encumbrance recorded agaInst the Property; provided, however that any apportionment and distribution of the full compensation amount in Secti~n 2 which may be required by any mortgage.. lien-hokIer 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, shaN 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 e/l documentary stamp taxes due upon the reCOrding of the General Warranty Deed, In accordance with Chapter 201, Florida Statutes, unless the Property is acquired under threat of condemnation. The cost of a Title Commitment shall be paid by PurchaMr along Page No. 2 ......- -or 1681 83/18/2889 15:18 8136432612 BELLAPATEL . PAGE El4 with the cost of an Owner's Form B Title Policy, Issued pursuant to the Commitment provided for in SectIon 6, "Requirements and Conditions. (below). F. Real Property taxes shan be prorated based on the current year's tax and paid by Seller. If Closing occurs at a date upon which the current year's millage is not fiXed, taxes will be prorated based upon the prior year's millage. 4. INSPECTIONS 168l A. InsDeCtlon PEilriod. Purchaser shall have 60 days from the Effectille Date (Inspection Period) to determine through appropriate investigation and Inspection that the Property is in compliance with all applicable State and Federal environmental laws and free of any Hazardous Materials. Upon reasonable notice, Seller will provide Purchaser, and its agents, with access to the Property for purposes of surveying, soil borings, lite inspection and analysis. B. Election and ~esDonse. If Purchaser is not satisfied, for any reason, with the results of this investigation, Purchaser may elect to terminate this Agreement, without penalty, by giving written notice of Its Intent to terminate prior to expiration of the Inspection Period. Purchaser may elect to suspend its Notice of Termination if Seller notifies Purchaser in writing within ten (10) days thereafter that Sefler agrees to promptly carry out, at its sole expense, all further investigations and remediation of the Property 8S necessary 10 make the Property acceptable ta Purchaser (hereinafter "Remedial Action") within a time period acceptable to Purchaser. As a condition precedent for suspension of the Notice of Termination, the parties shall agree to the specific tenn of such suspension and what will render the Property acceptable to Purchaser. C. "Hazardous Materials. means any substance: (1) ths presence of which requires Investigation, remediation, or is, or becomes regulated under any federal. state, or local law, regulation, order ar polley: ar (2) which Is or becomes defined as a hazardous substance, pollutant or contaminant under federal, state or local law or regulation; or (3) which is toxic, explosive, corrosive, flammable, infectious, radIoactive, carcinogenic, mutagenic or otherwise hazardous, or threatens the health or safety of persons on or about the Property, and is being regulated by any gavernmental authority In the state of Florida. D. If Purchaser does not have the Property inspected, or falls to do so within the Inspection Period, or fails to notify Seller of Its Intent to terminate, Purchaser shall be deemed to have accepted the Property in the condition It existed on the Effective Date. 5. RISK OF LOSS Seller shall maintain the Property in the condition existing on the Effective Date until Closing or date of Purchaser's possession, whichever Is later, except for any Remedial Action agreed to by Seller under Section 48 above. Any future loss and/or damage to the Property between the Effective Date and the Closing or date of Purchaser's possession, whichever is earlier, shall be at Seller's sole risk and expense. 6. REQUIREMENTS AND CONDITIONS FOR CLOSING Upon execution of this Agreement by both parties or at such other time as specified within this Section, Purchaser and/or Seller, as the case may be, shall perform the following within the times stated, which shall be conditions precedent to the Closing: A. Within fifteen (15) days after the date hereof, Purchaser shall obtain as evidence of title an AL TA CommItment for an Owner's Title Insurance Policy (ALTA Form 8-1970) 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 sny objection to title other than liens evidencing monetary obligations, if any, which obHgations shall be Page No.3 a3/18/2aag 15:1a 8136432612 BELLAPA.J!L_ __ PAGE a5 --. .- '- --- .-. - ..- ----. --- 16B 1 paid at closing. If the title commitment contains exceptions that make the title unmarketable. Purchaser shllll deliver to the Seller written notice of It. intention to waive the applicable contingencies or to terminate thl. Agreement. B. If P~rch~8er shall fall to advise the Seller In writing of any such objections in Seller's title .n the manner herein required by this Agreement, the title shall be deemed. acceptable. Upon notlflc8t1on of PUrchaser's objection to title, Seller shaD have thIrty ~30) clays to remedy any defects In order to convey gOOd and marketable title, except for liens or monetary obligation, which wfll be satisfied at Closing. Seller, at its sole expense, shall use Its best effort& to make such title go~ and ma~etable. In the event Seller 18 unable to cure said objections within said time penOd, Purchaser, by providing written notice to Seller within seven (7) days. after exp~ratl~n of said thirty (30) day period. may liIccept title 88 if then Is, waiving any obJection, or may terminate the Agreement. C. Seller agrees to fumlsh any existing surveys of the Property in Seiler's P08Hs8ion to PUrchaser within 10 (ten) days of the Effective Date of this Agreement. Purchaser shall have the option, at its own expense, to obf8ln a current survey of the Property prepared by a surveyor licensed by the State of Florida. No adjuatments to the Purchaee Price shllll be made bued upon any change to the total acreage referenced In Exhibit .A" I this Agreement. unles8 the dtl'ference In acreage revealed by survey exceeds 5% of the overs" acreage. If the survey provided by Seller or obtained by Purchaser, as certified by a registered Florida aurveyor, ehows: (.) an encroachment onto the property; or (b) that an improvement located on the Property projects onto landa of others, or (c) lack of legal access to a publiC roadway, the Purchaser shall notify the Seller in writing, within sixty (60) days from the Effective Date of thIs Agreement, of such encroachment, proJection, or lack of legal access, and Seller shall have the option of curing said encroachment or projection, or obtaining legal access to the Property from a pUblic roadway. Should Seller elect not to or be unable to remove the encroachment, projection, or provide legal access to the property within sixty (60) days, Purchaser may accept the Property as It then /s, 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 Purchsser 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 encrollchment, or projection, or lack of legal access. 7. TERMINATION AND REMEDIES A. If Seller shall have failed to perform IIny of the covenants and promiae8 contained herein, which are to be performed by Seller, within fifteen (15) days of written notification of such failure, Purchaser may. at Its optIon. terminate this Agreement by giving written notIce of tenninatlon 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 faila to close the transaction contemplated hereby or otherwise fails to perform any of the terms. covenants and conditions of this Agreement aa required on the part of Purchaser to be performed, provided Seller is not in default, then as Seller's a?l~ remedy, Seller shall have the right to terminate and cancel thIs Agreement by gIVIng written notice thereof to Purchaser, whereupon $600.00 of the Purcha8e Price shan .be paid to Seller as liquidated damages which shall be Sener's 801e and excJuslV8 remedy, and neither party 8"-11 have any further liability or obligation to the ott:'&r except as set forth In Section 10, Real Estate Brokers, hereof. The partIes acknowfedge 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 Page No. .. 63/18/2069 15:16 8136432612 BELLAPATEL PAGE 06 168 1 liquidated damages wes reasonably determined by mutual agreement between the partiea, and said sum W88 not intended to be a penalty In nature. C. The parties acknowledge that the remedies described herein and In the other provisions of this Agreement provide mutually satisfactory and sufficient remedies to each of the parties, and take into account the pecUliar risks and expenses of each of the parties. 8. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES Seller intends for Purchaser to rely on the representations contained in this Section in entering into this Agreement and warrants the following: A. Seller has full right and authority to enter into and to execute this Agreement and to undertake all actions and to perform all tasks required of each hereunder. Seller i8 not presently the 8ubjeot 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 tranaactlon contemplated hereby. All necessary authorizations and approval. have been obtained authorizing Seller and Purchaser to execute and consummate the transaction contemplated hereby. At Closing, certl1led copies of such approvals shall be delivered to Purchaser andlor Seller, if requested. C. The warranties set forth In this Article are true on the Effective Date of this Agreement and as of the date of Closing. Purchaser's acceptance of a deed to the said Property shall not be deemed to be full performance and discharge of every agreement and obligation on the part of the Seller to be performed pursuant to the provisions of this Agreement. D. Seller and Purchaser agree to do all things which may be required to give effect to this Agreement immediately as such requirement Is made known to them or they are requested to.do so, whichever is the earlier. E. Seller represents that it has no knowledge of any actions, suits, claims, proceedings. litigation or investigations pending or threatened against Seller, at law, equity or in arbitration before or by any federal, state, municipal or other govemmental Instrumentality that relate to thIs agreement or any other property that could, if continued, adversely affect SeIler'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 ftxed for Closing or as long as this Agreement remains in force and effect, Seller shall not encumber or convey any portion of the Property or any rights therein, nor enter into any agreements granting any person or entity any rights with respect to the Property or any part thereof, without first obtaining the written consent of Purchaser to such conveyance, encumbrance, or agreement which consent may be withheld by Purchaser for any reason whatsoever. H. Seller represents that they have (it has) no knowledge that any pollutants are or have been discharged from the Property, directly or indirectly into any body of water. Seller represents the Property has not been used for the production, handling, storage, transportation, manufacture or disposal of Hazardous Materials as defined herein, or any other activity that would have toxic results. and no such Hazardous Materials are currently used in connection with the operation of the Property, and there Is no proceeding or inquiry by any authority with respect thereto. Seller represents that they have (it has) no knowledge that there i8 ground water contamination on the Property or potential of ground water contamination Page No. e 03/18/2009 15:10 8136432612 BEU.APATEL PAGE 07 1681 from neighboring properties. Seller represente no storage tanks for gasoline or any other Hazardous Meterlals are or were located on the Property at any time during or prior to Seller's ownership thereof. Seller represents none of the Property ha& been used a& a sanitary landfill. l. Seller has no knowledge that the Property, andlor that Seller's operations concerning the Property, are in violation of any applicable Federal, State or focal 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 w;th the Property in order to comply with any laws, ordinances, codes or regulation with which Seller has not compIled. 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 thet 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 abUIty to perform hereunder; nor is there any other charge or expense upon or rei lilted to the Property which has not been discl~ed to Purchaser in writing prior to the Effective Date of this Agreement. L. Seller acknowledges and agrees that Purchaser is entering into this Agreement based upon Seller's representations stated herein and on the understanding thet 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, SelIer agrees not to enter into any contracts or agreements pertaining to or affecting the Property and not to do any act or omit to perform any act which would change the zoning or physical condition of the Property or the governmental ordinances or laws governIng same. Seller also agrees to notify Purchaser prompUy of any change in the facta 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 govemmental 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 S8q., ("CERCLA" or "Superfund'1. 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. 9. NOTICES Any notice, request, demand, instruction or other communication to be given to either party hereunder shall be In writing sent by facsimile with automated confirmation of Page No.6 e3/1B/2ee9 15:1e B136432612 BELLAPATEL PAGE 88 16B 1 receipt, or registered or certified mail, return receipt reqU88ted, postage prepaid or personal delivery addressed as follows: If to Purchaser: With 8 copy to: If to Seller: Transportation Engineering & Construction Management Attn; Kevin HendrIcks Right-of-Way Acquisition Manager 2885 South Horseshoe Drive Naples. Florida 34104 Telephone 239-252-8192 Fax 239-252-6645 Aasi,tant County Attorney Office of the County Attomey Harmon Turner Building 3301 Tamiaml Trail East Naples, Florida 34112 Telephone 239-252-8400 Fax 239-252-0225 Joso Gutierrez 8a01 NW 1nlh Terrace Hialeah, Florida 33018-6623 Telephone:~5 I~O-33J.~ Fax31:JS )l~\J."'~' 2.) 1::0" F,.eS.CO@t:e~'^.ij" .Ne\" Bella Y. Patel, Esq. 13028 Waterford Run Drive Riverview. FL 33589 Telephone: 813-643.2762 Fax:a13~3-2812 Emsil: BellaPatelPAllflaol.com The addressees. addresses and numbers for the purpose of this Section may be changed by either party by gMng 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 addrenee and respective ac:klress 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 confinnation or upon on the fifth day after the certified or registered mail has been postmarked. or physical receipt by hand delivery. With a copy to: 10. REAL ESTATE BROKERS Any and all brokerage commissions or fees shall be the sole responsibility of the Seller and shall be paid at Closing. Seller shall indemnity Purchaser from and against any claim or liability for commission or fees to any broker or any other person or party claiming to have been a procuring clause or engaged by Seller as a real estate broker, salesman or representative. In connection with this Agreement. 11. MISCELLANEOUS A. This Agreement may be executed in any manner of counterparts which together shall constitute the agreement of the parties. B. This Agreement and the terms and provisions hereof shall be effective 8S 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 Page No. 7 63/18/2669 15:16 8136432612 BELLAPATEL PAGE 69 Seller 8S soon as It has been executed by both parties. D. Captions and section he.dings 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 88 the context or the UN 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 88 to any other provision. G. If any date specified in this Agreement falls on II Saturday. Sunday or legal holiday, then the date to which such reference is made shall be extended to the next sUceeedlng 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 dlaclosure. according to s. 286.23. Fla. Stat., under oath, of the name snd 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 i. 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 ie hereby exempt from the provisions of Chapter 286, Florida Statutes.) I. This Agreement Is governed and construed in accordance with the 'aws of the State of Florida. J. The Effective Date of this Agreement wfn 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 efrect unless made in writing and executed and dated by both Purchaser and Seller. L. TIME IS OF THE ESSENCE to this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. AS TO PURCHASER: DATED: 3 P9 '()~ UNTY COMMISSIONERS NTY, FLORIDA BY: DON ~ '. ~. . '. Page No.8 83/18/2889 15:18 8136432612 AS TO SElLE~: DATEO:~ WIT>l~ (Signature) 1J16~ (."'1AhP~2-- (Prln1ed Name) ~~ti. (S~ture) ? 6 t. (-:z".J.~tre Z, (Printed Name) Approved as to form and legal suff! ~ Lat Ravlud: 021190'01 BELLAPATEL PAGE 18 .- -.. ---.-.-'- 168 1 ~~. JOAQ G~ EZ --' ~ -r-- .....~...-._- Page No. 9