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Agenda 04/22-23/2008 Item #16B 7 Agenda Item No. 16B7 April 22, 2008 Page 1 of 14 EXECUTIVE SUMMARY Recommendation to approve the purchase ofimproved property (Parcel No. 142 - Current owner: Doan) which is required for the construction of the Vanderbilt Beach Road Extension Project. Project No. 60168 (Fiscal Impact: $607,475.00 ) OBJECTIVE: To obtain the Board of County Commissioners' approval to purchase improved property, which is required for the construction of the Vanderbilt Beach Road Extension project (between Collier Boulevard and Wilson Boulevard). CONSIDERA nONS: Construction of the subject property had already begun when, on April 17, 2006, the Board of County Commissioners approved Alignment No. 12 for the extension of Vanderbilt Beach Road from Collier Boulevard to DeSoto Boulevard. On June 6, 2006 the Board of County Commissioners approved Resolution No. 2006-142 authorizing the acquisition by gift or purchase of property required for the construction of roadway, drainage and utility improvements to Vanderbilt Beach Road Extension (Project No. 60168) between Collier Boulevard and Wilson Boulevard (Phase I). The subject property is currently a 2,621 square foot (under air), single-family residence sitting on 2.77 acres at the end of 23rd Street NW. The property was purchased by its current owner in December of 2006 for $567,950.00. During the course of negotiations for the purchase of the property, an independent appraiser valued the home at $600,000.00 (sales comparison approach) and $629,600.00 (cost approach). County staff has negotiated a purchase agreement in the amount of $604,200.00 plus $2,409.50 to cover all attorney's fees and presuit costs. Additional County costs include $767.50 for title insurance and approximately $98 for recording fees and prorated Non Ad Valorem assessments. FISCAL IMPACT: Funds in the amount of $607,475.00 will come from the Transportation Supported Gas Tax Fund and Impact Fee Funds. (Total amount includes the $604,200,00 negotiated purchase price, $2,409.50 attorney fees, $767.50 for title insurance, approximately $98 for recording fees and prorated Non Ad Valorem assessments) Source of Funds are Gas Taxes and Impact Fees. GROWTH MANAGEMENT IMPACT: As the Vanderbilt Beach Road Extension project is a part of the Five Year Transportation Work Program, this recommendation is consistent with the County's Growth Management Plan. RECOMMENDA nON: That the Board of County Commissioners of Collier County: 1. Approve the attached Purchase Agreement; 2. Authorize its Chairman to execute same on behalf of the Board; 3. Authorize the payment of ail costs and expenses necessary to close the transaction; 4. Accept the conveyance of the property via Warranty Deed and authorize the County Manager or his designee to record same in the public records of Collier County, Florida; and 5. Approve any and all budget amendments required. Prepared by: Deborah Farris, Senior Property Acquisition Specialist, Transportation Engineering & Construction Management Department Attachment: (1) Purchase Agreement; (2) Aerial Photograph Page 1 of2 Agenda Item No. 16B7 April 22, 2008 Page 2 of 14 COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS Item Number: Item Summary: 1667 Meeting Date: Recommendation to approve the purchase of improved property (Parcel No. 142) which is required for the construction of the Vanderbilt Beach Road Extension Project. Project No. 60168 (Fiscallmpac!: $607,47500) 4/22/2008 90000 AM Prepared By Deborah Farris Property Acquisition SpecialisUClosing Agent Date Transportation Services TECM-ROW 4/2/20084:19:01 PM Approved By Kevin Hendricks Right Of Way Acquisition Manager Date Transportation Services TECM-ROW 4/3/2008 2:39 PM Approved By Najeh Ahmad Director Date Transportation Services Transportation Engineering & Construction Management 4/8/2008 1 :46 PM Approved By Transportation Services Senior Project Manager Transportation Engineering and Construction Date Joseph Delate 4/8/2008 2:36 PM Approved By Norm E. Feder, AICP Transportation Division Administrator Date Transportation Services Transportation Services Admin. 4/8/20083:21 PM Approved By Lisa T ay lor ManagemenUSudget Analyst Date Transportation Services Transportation Administration 4/10/20084:41 PM Approved By Sharon Newman Accounting Supervisor Date Transportation Services Transportation Services Admin 4/10/20084:45 PM Approved By Pat Lehnhard Executive Secretary Date Transportation Services Transportation Services Admin 4/10/20084:49 PM Approved By OMS Coordinator OMS Coordinator Date file://C:\AgendaTest\Export\ 1 05-April%2022, %202008\ 16.%20CONSENT%20AGENDA \ 1"". 4/16/2008 Page 2 of2 Agenda Item No. 16B? April 22, 2008 Page 3 of 14 County Manager's Office Office of Management & Budget 4111120087:55 AM Approved By Susan Usher Senior ManagemenUBudget Analyst Date County Manager's Office Office of Management & Budget 4111120088:16 AM Approved By Leo E. Ochs, Jr. Deputy County Manager Date Board of County Commissioners County Manager's Office 411212008 1 :44 PM file://C:\AgendaTest\Export\ I 05-April%2022, %202008\ I 6.%20CONSENT%20AGENDA \1... 4/16/2008 Agenda Item No. 16B7 April 22, 2008 Page 4 of 14 Project: Vanderbilt Beach Road Extension #60168 Parcel No:142 Folio No: 36911080002 ,,/' PURCHASE AGREEMENT (For Improved Property) THIS PURCHASE AGREEMENT IS made and entered Into on this day of . 2008, by and between THUAN DOAN and PHUONG TRAN, husband and wife, whose mailing address is 772 23'. Street NW, Naples, Fiorlda 34120-1830 (hereinafter referred to as "Sellen, and COLLIER COUNTY, a political subdivision of the State of Flonda, whose mailing address IS 3301 Tamlami Trail East, Naples, Florida 34112 (hereinafter referred to as "Purchaser"). WHEREAS, Selier owns certain improved property located at 772 23'" Street NW, Naples, Flonda, and more particularly described as: THE WEST ONE-HALF OF TRACT 17, GOLDEN GATE ESTATES, UNIT NO.7, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 4, PAGE 95, OF THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA, together with all buildings, structures and improvements, fixtures, built-in appliances, refrigerators, stove, dishwasher, ceiling fans, floor coverings and window treatments (hereinafter referred to as "Property"); and WHEREAS, Seller has agreed to seli and Purchaser has agreed to buy the Property subject to the terms and conditions that foliow. NOW THEREFORE, In conSideration of these premises, the sum of Ten Dollars ($10.00), and other good and valuable conSideration, the receipt and sufficiency of which is hereby mutually acknowledged, it is agreed by and between the parties as follows: 1. AGREEMENT In consideration of the purchase price and upon the terms and conditions hereinafter set forth, Seller shall seli to Purchaser and Purchaser shall purchase from Seller the Property. 2. PURCHASE PRICE The purchase price (the "Purchase Price") for the Property shali be $604,200.00 plus $2,409.50 to cover all fees and costs (U .S. Currency) payable at time of closing to FOWLER WHITE BOGGS BANKER, P,A. Trust Account. 3. CLOSING A. The Closing (THE "CLOSING DATE", "DATE OF CLOSING", OR "CLOSING") of the transaction shali be held on or before ninety (90) days following execution of thIS Agreement by the Purchaser, unless extended by mutual written agreement of the parties hereto. The ClOSing shali be held at the Collier County Attorney's Office, Administration Building, 3301 Tamiami Trail East, Naples, FlOrida. Purchaser shall be entitled to possession as of ClOSing, unless otherwise provided herein. Seller shali deliver the Property In broom-clean and working condition, and free of ali debris upon vacating the premises. B. Selier shali convey a marketable title free of any liens, encumbrances, exceptions, or qualifications. Marketable title shali be determined according to applicable title standards adopted by the Florida Bar and In accordance with law. At or before the Closing, the Selier shall cause to be delivered to the Purchaser Purchase Agreement - Collier County JDoanlPhuong Agenda Item No. 16B7 Page 2 April 22, 2008 Page 5 of 14 the items specified herein and the following documents and instruments duly executed and acknowledged, in recordable form: 1. Warranty Deed in favor of Purchaser conveying title to the Properly, free and clear of all liens and encumbrances other than: (a) The lien for current taxes and assessments. (b) Such other easements, restrictions or conditions of record. 2. Combined Purchaser-Seller clOSing statement 3. A "Grantor's Non-Foreign, Taxpayer Identification & "Gap" Affidavit" as reqUired by Section 1445 of the Internal Revenue Code and as reqUired by the title insurance underwriter in order to Insure the "gap" and Issue the policy contemplated by the title insurance commitment. 4. A W-9 Form, "Request for Taxpayer Identification and Certification" as required by the Internal Revenue Service. 5. Such evidence of authority and capacity of Seller and its representatives to execute and deliver thiS Agreement and all other documents reqUired to consummate this transaction, as reasonably determined by Purchaser's counsel andlor title company. C. At the ClOSing, the Purchaser, or its assignee, shall cause to be delivered to the Seller the following: 1. A negotiable Instrument In an amount equal to Net Cash to Seller on the Closing Statement. No funds shall be disbursed to Seller until the TITle Company verifies that the state of the title to the Properly has not changed adversely since the date of the last endorsement to the commitment, referenced In "ReqUirements and Conditions" below, and the Title Company IS Irrevocably committed to pay the Purchase Price to Seller and to Issue the Owne(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. Seller, at its sole cost and expense, shall pay at ClOSing all documentary stamp taxes due upon the recording of the Warranty Deed, In accordance with Chapter 201.01, Flonda Statutes, and the cost of recording any instruments necessary to clear Seller's title to the Property. The cost of the Owner's Form B Title Policy, Issued pursuant to the Commitment provided for In Article 8, "Requirements and Conditions" below, shall be paid by Purchaser. The cost of the title commitment shall also be paid by Purchaser. E. Purchaser shall pay for the cost of recording the Warranty Deed. Real Properly taxes shall be prorated based on the current yea(s tax with due allowance made for maximum allowable discount, homestead and any other applicable exemptions and paid by Seller. If ClOSing occurs at a date 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. Seller represents that Seller knows of no facts or conditions materially affecting the value of the Properly, except those which are readily observable by Purchaser, or which have been disclosed to Purchaser by Seller In writing and furnished to Purchaser prior to the Effective Date of this Agreement. Format Agreement for Purchase (For Improved Property) Last Revi5ed 8/10/07 Purchase Agreement - Collier County !Doan/Phuong Agenda Item No. 16B7 Page 3 April 22, 200S Page 6 of 14 B. Radon Gas. Florida law requires the following disclosure: Radon is a naturally occumng radioactive gas that, when it has accumulated In a building in sufficient quantities, may present health nsks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional Information regarding radon and radon testing may be obtained from your county health department Seller has no knOWledge of the eXistence of radon on the Property or any radon mitigation having been performed on the Properly. C. Lead Based PatnUPaint Hazards. If construction of the reSidence on the Properly was commenced pnor to 1978, Seller is reqUired to complete, and Seller and Purchaser are required to sign and attach to thiS Agreement, the addendum entitled "Lead-Based Paint and/or Lead-Based Paint Hazards Attachment to Sales Contract: Disclosure of Information and Acknowledgement" D. Mold. Molds are commonly found both indoors and outdoors. Interior Infestation by certain molds may cause properly damage and health problems for some persons. Seller has no knowledge of any mold remediation having been performed on the Property. E. Warranty. Except as to any facts or conditions disclosed to Purchaser as reqUired under Section 4A above, Seller warrants that all major appliances and equIpment; sprinkler, well, septic, heating, cooling, electrical and plumbing and security systems; major mechanical components; roof (including fascia and soffits); ceiling; structural walls; foundation; swimming pool, spa and pool/spa deck; seawalls; docks, boat liftsJdavits and ralated elactrlcal 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 pooVspa deck, if any, shall be considered In Working Condition if structurally sound and watertight. Seawalls and docks, if any, shall be conSidered In Working Condition if structurally sound. Seller shall not be reqUired to repair or repiace 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 tom 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, 5. INSPECTIONS A. Inspection Period. Purchaser shall have twenty-one (21) days from the Effective Date (Inspection Penod) to have the Property and Improvements thereon inspected at Purchaser's expense as follows: (a) Systems and EqUipment, by an appropriately florida licensed Inspection company or licensed contractor, and/or (b) radon gas, by a Florida certified radon measurement techniCian or specialist, and/or (c) lead-based paint and hazards, by an EPA-certified lead exposure risk assessor, and/or (d) termites or other wood-destroYing organisms, by a certified pest control operator (collectively the "Inspection Items"). Upon reasonable notice, Seller shall provide access and utilities service to the Properly to facilitate Inspections. B. Election and Response. If any inspection conducted dunng 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 orgamsms and/or VIsible damage caused by active or past infestation (collectively the "Defective Inspection Items"), Purchaser shall, within seven (7) days after expiration of the Inspection Period: (a) notify Format Agreement for Purchase (For Improved Property) Last ReVised 8110107 Purchase Agreement - Collier County /Doan/Phuong Page 4 Agenda Item No. 16B7 April 22, 2008 Page 7 of 14 Seller of any Defective Inspection Items, and (b) furnish to Seller a copy of the Inspection report(s) documenting the Defective Inspection Items, and (c) notify Seller of Purchaser's election either to: (i) receive a cred~ from Seller at closing in lieu of any repairs, replacements, treatment, mitigation or other remedial action necessary to bring the Defective Inspection Items Into compliance with the relevant standards set forth above (the "Remedial Action"), or (il) have Seller take Remedial Action at Seller's expense prior to clOSing. If Purchaser elects to receive a credit, the amount of the credit shall be eqUivalent to the estimated costs of any Remedial Action and shall be detennlned not later than the Seller's Response Deadline (below). If Purchaser elects (i), Seller shall not be required to take any Remedial Action. If Purchaser makes no election. Purchaser shall be deemed to have elected to receive a credit at Closing. C. Not later than seven (7) days from receipt of the written notice and Inspection report(s) from Purchaser ("Seller's Response Deadline"), Seller shall notify Purchaser whether Seller will give Purchaser credit equal to the cost of repairs or take remedial action, whichever IS requested by Purchaser. If Seller refuses Purchaser's eiection by the Seller's Response Deadline, then Purchaser may terminate thiS Agreement within ten (10) days of Seller's Response Deadline. If Purchaser does not elect to so tenninate thiS Agreement, Purchaser IS deemed to have accepted the Property In the condition it eXIsted on the Effective Date, except that Purchaser retains the rl9hts set forth in Section 5.G. (Walk Through Inspecton) below. If Seller fails to respond by the Seller's Response deadline, Seller shall be deemed to have accepted Purchaser's election and Purchaser may receive credit at ClOSing as set forth above. D. if Purchaser does not have the Inspecton Items inspected, or fails to do so within the Inspection Period, or fails to timely report any Defective Inspection Items to Seller, Purchaser shail be deemed to have accepted the Properly In the condition it eXisted on the Effective Date, except that Purchaser 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 w~hln the residence on the Properly is reduced to below EPA action levels, (3) lead-based pamt and paint hazards on the Property are removed or contained in accordance with HUD/EPA guidelines, and (4) any active mfestation of tennites or other wood-destrOYing organisms IS extennlnated or treated, and all visible damage caused by active or past infestation IS repaIred or replaced. Seller shall make a diligent effort to perform and complete all Remedial Action pnor to the Closing Date, failing which a sum equivalent to 150% of the estimated costs of completing the Remedial Action shall be paid by Seller into escrow at ClOSing pending completion. F No cost to repair or replace any Systems and Equipment shall exceed the fair market value of that item if ~ were In Working Cond~ion. If the costs do exceed fair market value, than either Seller or Purchaser may elect to pay such excess, failing WhiCh, either party may terminate this Agreement upon written notice. G. Walk-Throuah Insoection. Purchaser (or a deSignated representative) may conduct a walk-through inspection of the Property prior to ClOSing and prior to possession, to confimr: (1) completion of any Remedial Action agreed to by Seller 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 Properly, and (4) that Seller has maintained the Properly as reqUired in Articles 3 and 6. Upon reasonable notice, Seller shall prOVide access and utilities service to the Properly to facilitate the walk-through inspection. Fonnal Agreement for Purcl1ase (For Improved Property) last ReVised 811 0/07 Purchase Agreement - Collier County /Doan/Phuong Agenda Item No. 16B7 Page 5 April 22, 2008 Page 8 of 14 6. RISK OF LOSS Seller shall maintain the Property (including without limitation the lawn, shrubbel)l, and landscaping) In the condition eXisting on the Effective Date until Ciosing or date of Purchaser's possession, whichever is later, except for ordinary wear and tear and any Remedial Action agreed to by Seller under Section 5S 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 nsk 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, 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 T A Commitment for an Owner's Title Insurance Policy (ALTA Form S-1970) covenng the Property, together w~h hard COpies of all exceptions shown thereon. Purchaser shall have seven (7) days, follOWing receipt of the title insurance commitment, to notify Seller In writing of any objection to title other than liens evidenCing monetary obligations, if any, which obiigations shall be paid at closing. If the title commitment contains exceptions that make the titie unmarketable, Purchaser shall deliver to the Seller written notice of its intention to waive the applicable contingencies or to terminate thiS Agreement S. If Purchaser shall fail to adVise the Seller In wr~ing of any such objections in Seller's title In the manner herein required by this Agreement, the title shall be deemed acceptable. Upon notification of Purchaser's objection to title, Seller shall have twenty-one (21) days to remedy any defects In order to convey good and marketable title, except for liens or monetary obligations which will be satisfied at Closing. Seller, at its sole expense, shall use its best efforts to make such title good and marketable. In the event Seller IS unable to cure said objections within said time penod, Purchaser, by providing written notice to Seller within seven (7) days after expiration of sa,d twenty-one (21) day penod, may accept tITle as it then is, waiving any objection, or may terminate the Agreement C. Seller agrees to furnish any existing surveys of the Property In Seller's possession to Purchaser w~hin 10 (ten) days of the Effective Date of this Agreement. Purchaser shall have the option, at its own expense, to obtain a current survey of the Property prepared by a surveyor licensed by the State of FlOrida. No adjustments to the Purchase Plice shall be made based upon any change to the total acreage referenced In the property legal description on Page 1 of this Agreement, unless the difference In acreage revealed by survey exceeds 5% of the overall acreage. If the survey prOVided by Seller or obtained by Purchaser, as certified by a registered Flonda 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 iegal access to a pUblic roadway, the Purchaser shall notify the Seller in writing of such encroachment, proleclion, or lack of legal access, and Seller shall have the option of cunng said encroachment or prOjection, or obtaining legal access to the Property from a public roadway. Purchaser shall have fifteen (15) days from the Effective Date of thiS Agreement to notify Seller In writing of any such objections. Should Seller elect not to or be unable to remove the encroachment, projection, or provide legal access to the property within thirty (30) days, Purchaser, by providing written notice to Seller within seven (7) days after expiration of said thirty (30) day penod, may accept the Property as it then is, waiving any objection to the encroachment, or projection, or lack of legal access, or Purchaser may terminate the Agreement. A failure by Purchaser to give such written notice of termination within the time period proVided herein shall be deemed an election by Purchaser to accept the Property with the encroachment, or prOjection, or lack of legal access. Format Agreement tor Purchase (For Improved Property) last Revised 8f1 0/07 Purchase Agreement - Collier County !Doan/Phuong Agenda Item No. 16B7 Pa e 6 April 22, 2008 9 Page 9 of 14 8. TERMINATION AND REMEDIES A. If Seller shall have failed to perform any of the covenants and promises contained herein, which are to be performed by Seller, within fifteen (15) days of written notification of such failure, Purchaser may, at its option, terminate this Agreement by giving written notice of termination to Seller. Purchaser shall have the right to seek and enforce all rights and remedies available at law or In equity to a contract vendee, Including the right to seek specific performance of this Agreement B. If the Purchaser has not terminated this Agreement pursuant to any of the proVIsions authorizing such termination, and Purchaser faiis to close the transaction contemplated hereby or otherwise fails to perform any of the terms, covenants and conditions of this Agreement as required on the part of Purchaser to be performed, provided Seller IS not in default, then as Selle~s sole remedy, Seller shall have the right to terminate and cancel thiS Agreement by giving written notice thereof to Purchaser, whereupon $1,200.00 shall be paid to Seller as liquidated damages which shall be Seller's sole and exclUSive remedy, and neither party shall have any further liability or obligation to the other except as set forth In Article 11, Real Estate Brokers, hereof. The parties acknowledge and agree that Selle~s actual damages in the event of Purchaser's default are uncertain In amount and difficult to ascertain, and that said amount of liqUidated damages was reasonably determined by mutual agreement between the parties, and said sum was not Intended to be a penalty in nature. C. The parties acknowledge that the remedies described herein and In the other provIsions of this Agreement provide mutually satisfactory and suffiCient remedies to each of the parties, and take into account the peculiar risks and expenses of each of the parties. 9. SELLER'S REPRESENTATIONS AND WARRANTIES Seller Intends for Purchaser to rely on the representations contained in thiS Article In entering Into thiS Agreement and warrants the following: A Seller has full right and authority to enter mto and to execute thiS Agreement and to undertake all actions and to perform all tasks required of each hereunder Seller IS not presently the subject of a pending, threatened or contemplated bankruptcy proceeding. B. Seller has full right, power, and authority to own and operate the Properly, 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 authonzing Seller and Purchaser to execute and consummate the transaction contemplated hereby. At Cioslng, certified copies of such approvals shall be delivered to Purchaser and/or Seller, If necessary. 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 Properly 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 represents that it has no knowledge of any actions, suits, claims, proceedings, litigation or Investigations pending or threatened against Seller, at law, equity or In arbitration before or by any federal, state, municipal or other governmental Instrumentality that relate to thiS agreement or any other property that could, if continued, adversely affect Selle~s ability to sell the Properly to Purchaser according to the terms of this Agreement Format Agreement for Purchase (For Improved Property) Last ReVised 8/10107 Purchase Agreement - Collier County /Doan/Phuong Agenda Item No. 16B7 Page 7 April 22, 200S Page 10 of 14 E. No party or person other than Purchaser has any right or option to acquire the Property or any portion thereof. F Until the date fixed for Closing or as long as this Agreement remains in force and effect, Seller shall not encumber or convey any portion of the Property or any rights therein, nor enter into any agreements granting any person or entity any rights with respect to the Property or any part thereof, w~hout first obtaining the written consent of Purchaser to such conveyance, encumbrance, or agreement which consent may be w~hheld by Purchaser for any reason whatsoever, G. Seller represents that they have (it has) no knowiedge that any pollutants are or have been discharged from the Property, directly or Indirectly into any body of water. Seller represents the Property has not been used for the production, handling, storage, transportation, manufacture or disposal of hazardous or tOXIC substances or wastes, as such terms are defined In applicable laws and regulations, or any other activity that would have tOXIC results, and no such hazardous or toxic substances are currently used In connection with the operation of the Property, and there IS no proceeding or InqUiry by any authority w~h respect thereto. Seller represents that they have (~ has) no knowledge that there IS ground water contamination on the Property or potential of ground water contamination from neighboring properties. Seller represents no storage tanks for gasoline or any other hazardous substances are or were located on the Property at any time dunng or pnor to Selie(s ownership thereof. Seller represents none of the Property has been used as a sanitary landfill. H. Seller has no knowledge that the Property, and/or that Seller's operations concerning the Property, are in violation of any applicable Federal, State or local statute, law or regulation, or of any notice from any govemmental body has been served upon Seller claiming any violation of any law, ordinancel code or regulation or reqUiring or calling attention to the need for any work, repairs, construction, alterations or installation on or in connection with the Property in order to comply with any laws, ordinances, codes or regulation with which Seller has not complied. I. 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. J. Seller has no knowledge that there are any suits, actions or arbitration, bond issuances or proposals therefore, proposals for public Improvement assessments, pay-back agreements, paving agreements, road expansion or improvement agreements, utility moratoriums, use moratoriums, improvement moratoriums, administrative or other proceedings or governmental investigations or requirements, formal or informal, existing or pending or threatened which affects the Property or which adversely affects Seller's ability to perform hereunder; nor IS there any other charge or expense upon or related to the Property which has not been disclosed to Purchaser in writing pnor to the Effective Date of this Agreement. K. Seller acknowiedges and agrees that Purchaser IS entering into thiS Agreement based upon Seller's representations stated above and on the understanding that Seller will not cause the zOning or physical condition of the Property to change from its existing state on the effective date of thiS Agreement up to and including the date of Closing. Therefore, Seller agrees not to enter Into any contracts or agreements pertaining to or affectin9 the Property and not to do any act or omit to perform any act which would change the zoning or phYSical condition of the Property or the governmental ordinances or laws governing same. Seller also agrees to notify Purchaser promptly of any change in the facts contained in the foregOing representations and of any notice or proposed change In the zoning, or any other action or notice, that may be proposed or promulgated by any third parties or any governmental authorities haVing Jurisdiction of the Formal Agreement for Purchase (For Improved Property) Last Revised 8110/07 Purchase Agreement - Collier County IDoanJPhuong Agenda Item No. 16B? Page 8 April 22, 2008 Page 11 of 14 development of the property which may restrict or change any other condition of the Property. L Seller represents, warrants and agrees to indemnify, reimburse, defend and hold Purchaser harmless from any and all costs (including attorney's fees) asserted against, Imposed on or incurred by Purchaser, directly or Indirectly, pursuant to or In connection with the application of any federal, state, local or common law relating to pollution or protection of the enVIronment which shall be in accordance with, but not limited to, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. Section 9601, et seq., ("CERCLA" or "Superfund"), which was amended and upgraded by the Superfund Amendment and Reauthorization Act of 1986 ("SARA"), Including any amendments or successor in function to these acts, ThiS proviSion and the rights of Purchaser, hereunder, shall survive Closing and are not deemed satisfied by conveyance of title. 10. NOTICES Any notice, request, demand, Instruction or other communication to be given to either party hereunder shall be in writing sent by facsimile with automated confirmation of receipt, or registered or certified mail, return receipt requested, postage prepaid or personal delivery addressed as follows: If to Purchaser: With a copy to: If to Seller. Transportation Engineering & Construction Management Attn: Mr. Kevin Hendricks, Right-of-Way AcqUisition Section 2885 South Horseshoe Dnve Naples, Florida 34104 Telephone 239-252-8192 Fax 239-252-5885 Heidi Ashton-Cicko ASSistant County Attomey Office of the County Attorney Harmon Tumer Building 3301 Tamiami Trail East Naples, Florida 34112 Telephone 239-774-8400 Fax 239-774-0225 Fred S, Werdine, Esq. FOWLER WHITE BOGGS BANKER, PA 501 East Kennedy Blvd., Suite 1700 Tampa, Florida 33602 Telephone: 813-228-7411 Fax: 813-229-8313 The addressees, addresses and numbers for the purpose of thiS Articie 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 herem shall be deemed to continue in effect for all purposes. Notice shall be deemed given m 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 Any and all brokerage commiSSions or fees shall be the sole responsibility of the Seller and shall be paid at Closing. Seller shall Indemnify Purchaser from and against any aim 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, Format Agreement for Purdlase (For Improved Property) Last ReVIsed 8/10/07 Purchase Agreement - Gallier County /Doan/Phuong Agenda Item No. 16B7 Page 9 April 22, 2008 Page 12 of 14 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 ass'gnees whenever the context so reqUires or admits. C. Any amendment to thiS Agreement shall not bind any of the parties hereof unless such amendment IS in writing and executed and dated by Purchaser and Seller. Any amendment to this Agreement shall be binding upon Purchaser and Seller as soon as it has been executed by both parties. D. Captions and section headings contained In this Agreement are for convenience and reference only; in no way do they define, describe, extend or limit the scope or intent of thiS Agreement or any provIsions hereof. E. Ail terms and words used In thIS Agreement, regardless of the number and gender in whIch used, shail 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 shail 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. Seller is aware of and understands that the "offer" to purchase represented by thiS Agreement IS subject to acceptance and approval by the Board of County CommiSSioners of Collier County, Florida. L If the Seller holds the Property in the form of a partnership, limited partnership, corporation, trust or any form of representative capacity whatsoever for others, Seller shall make a written public disclosure, according to s. 286.23, Fla. Stat, under oath, 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, Flonda Statutes.) J. This Agreement is governed and construed In accordance with the laws of the State of Flonda. K. The Effective Date of thiS Agreement will be the date of execution of this Agreement by the last signing party. L ThIs Agreement and the exhibits attached hereto contain the entire agreement between the parties, and there are no promIses, representations, warranties or covenants by or between the parties not included in thiS Agreement. No modification or amendment of this Agreement shall be of any force or effect unless made In writing and executed and dated by both Purchaser and Seller. Format Agreement for Purchase (For Improved Property) Last ReVised 8/10f07 Purchase Agreement - Collier County IDoan/Phuong Agenda Item No. 16B7 Page 10 April 22, 200S Page 13 of 14 M. 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: ATTEST: DWIGHT E. BROCK, Clerk BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA BY: TOM HENNING, Chairman Deputy Clerk AS TO SELLER: DATED: ~-~ (Printed Name) BY:~ T N DOAN ~~ ( ignature) ('Jno.u l.R) (Printed Name) WITNESSES~ ~~- i ~i;~ T'HbJ (Printed Name) " ~ TRAN PHUON r:/~ ~Signature) C au t..e... (Printed Name) Approved as to form and legal sufficiency: N~J, 4[1[0 Heidi Ashton-Cicko Assistant County Attorney Fonnat Agreement for Purchase (For Improved Property) last Revised Bt, 0107 Agenda Item No. 16B7 April 22, 2008 Page 14 of 14 PROPERTY LOCATION MAP SHOWING PROPOSED ROADWAY PARCEL 142 (DOAN)