Parcel 137
Project:
Parcel:
Folio:
Santa Barbara #62081
137
77010000104
PURCHASE AGREEMENT
(For Improved Property)
THIS PURCHASE AGREEMENT is made and entered into on this ,-rti day of
~NE: , 2006, by and between DONALD E. ROTH AND BONNIE P.
ROTH, husband and wife, whose mailing address is 5605 Painted leaf lane, Naples,
Fl 34116-7463 (hereinafter referred to as "Seller"), and Collier County, a political
subdivision of the State of Florida, whose mailing address is 3301 Tamiami Trail East,
Naples, Florida 34112 (hereinafter referred to as "Purchaser").
WHEREAS, Purchaser requires a 54 foot wide strip of land along the eastern border of
the Seller's property for right-of-way purposes, which strip of land has been designated
as Parcel 137 for the Santa Barbara Boulevard widening project and is more fully
described in Exhibit "A," attached hereto (hereinafter "Right-of-way Easement"); and
WHEREAS, because of the future proximity of the new roadway improvements to the
Seller's residence, the Sellers decided to sell their improved real property and relocate
to a new residence; and
WHEREAS, Seller has agreed to sell and Purchaser has agreed to buy the entire tract
more particularly described as:
lot 2, Tract 108 Replat as recorded in Plat Book 19, Page 54, being a re-
subdivision of Tract 108, Golden Gate Estates, Unit No. 30, as recorded in
Plat Book 7, Page 58, Public Records of Collier county, Florida
together with all buildings, structures and improvements, fixtures, built-in appliances,
refrigerator, stove, dishwasher, washer, dryer, ceiling fans, wall-to-wall carpeting,
window coverings and
(hereinafter referred to as "Property"), and the personal property, if any, as listed on the
attached inventory, free from liens, UPON THE TERMS AND CONDITIONS WHICH
FOllOW; and
WHEREAS, Seller desires to stay in possession of the property until September 1,
2006, but Purchaser needs to acquire the Right-of-Way Easement well before that
date; and
WHEREAS, Seller has agreed to convey the Right-of-Way Easement in advance of
closing on the Property.
NOW THEREFORE, in consideration of these premises, the sum of Ten Dollars
($10.00), and other good and valuable consideration, the receipt and sufficiency of
which is hereby mutually acknowledged, it is agreed by and between the parties as
follows:
1. AGREEMENT
In consideration of the purchase price and upon the terms and conditions hereinafter
set forth, Seller shall sell to Purchaser and Purchaser shall purchase from Seller the
Property, as described above.
2. PURCHASE PRICE
The purchase price (the "Purchase Price") for the Property shall be $615,000.00 (U.S.
Currency) payable at time of closing, less Purchaser's partial payment for the Right-of-
Way Easement as set forth in Paragraph 7C (below). None of this Purchase Price is
attributable to any personal property listed in the attached inventory.
3. CLOSING AND POSSESSION
A. The Closing (THE "CLOSING DATE", "DATE OF CLOSING", OR
"CLOSING") of the transaction shall be held on or before September 1,2006. The
Closing shall 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. Seller shall leave the dwelling on the Property in broom-
clean condition, and the entire Property free of debris.
B. Seller shall convey a marketable title free of any liens, encumbrances,
exceptions, or qualifications. Marketable title shall be determined according to
applicable title standards adopted by the Florida Bar and in accordance with law.
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. Warranty Deed in favor of Purchaser conveying title to the Property,
free and clear of all liens and encumbrances other than:
(a) The lien for current taxes and assessments.
(b) Such other easements, restrictions or conditions of record.
2. Combined Purchaser-Seller closing statement.
3. A "Grantor's Non-Foreign, Taxpayer Identification & "Gap" Affidavit" as
required by Section 1445 of the Internal Revenue Code and as required
by the title insurance underwriter in order to insure the "gap" and issue
the policy contemplated by the title insurance commitment.
4. A W-9 Form, "Request for Taxpayer Identification and Certification" as
required by the Internal Revenue Service.
5. Such evidence of authority and capacity of Seller and its
representatives to execute and deliver this agreement and all other
documents required to consummate this transaction, as reasonably
determined by Purchaser's counsel and/or title company.
C. At the Closing, the Purchaser, or its assignee, shall cause to be delivered to
the Seller the following:
1 . A negotiable instrument in an amount equal to Net Cash to Seller on
the Closing Statement. No funds shall be disbursed to Seller until the
Title Company verifies that the state of the title to the Property has not
changed adversely since the date of the last endorsement to the
commitment, referenced in "Requirements and Conditions" below, and
the Title Company is irrevocably committed to pay the Purchase Price
to Seller and to issue the Owner's title policy to Purchaser in
accordance with the commitment immediately after the recording of the
deed.
2. Funds payable to the Seller representing the Purchase Price shall be
subject to adjustments and pro-rations as hereinafter set forth.
Agreement for Purchase (For Improved Property)
Page NO.2
D. Purchaser shall pay Seller's Attorney's fees not to exceed $2,500.00 to
Michael J. Ciccarone, Esq. of Goldstein, Buckley, Cechman, Rice & Purtz, P.A.,
P.O. Box 2366, Fort Myers, FL 33902-2366. Seller, at its sole cost and expense,
shall pay at Closing all documentary stamp taxes due relating to the recording of
the Warranty Deed, in accordance with Chapter 201.01, Florida Statutes, and the
cost of recording any instruments necessary to clear Seller's title to the Property.
The cost of a title commitment and an Owner's Form B Title Policy, issued
pursuant to the Commitment provided for in Article 7, "Requirements and
Conditions" below, shall be paid by Purchaser.
E. Purchaser shall pay for the cost of recording the Warranty Deed. Real
Property taxes shall be prorated based on the current year'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 Property, except those which are readily
observable by Purchaser, or which have not been disclosed to Purchaser by Seller
in writing and furnished to Purchaser prior to the effective date of this Agreement.
B. Radon Gas. Florida law requires the following disclosure: Radon is a
naturally occurring radioactive gas that, when it has accumulated in a building in
sufficient quantities, may present health risks to persons who are exposed to it
over time. Levels of radon that exceed federal and state guidelines have been
found in buildings in Florida. Additional information regarding radon and radon
testing may be obtained from your county health department. Seller has no
knowledge of the existence of radon on the Property or any radon mitigation
having been performed on the Property.
C. Lead Based Paint/Paint Hazards. If construction of the residence on the
Property was commenced prior to 1978, Seller is required to complete, and Seller
and Purchaser are required to sign and attach to this Agreement, the addendum
entitled "Lead-Based Paint and/or Lead-Based Paint Hazards Attachment to Sales
Contract: Disclosure of Information and Acknowledgement."
D. Mold. Molds are commonly found both indoors and outdoors. Interior
infestation by certain molds may cause property damage and health problems for
some persons. Seller has no knowledge of any mold remediation having been
performed on the Property.
E. Warranty. Except as to any facts or conditions disclosed to Purchaser as
required under Section 4.A. above, Seller warrants that all major appliances and
equipment; sprinkler, well, septic, heating, cooling, electrical and plumbing and
security systems; major mechanical components; roof (including fascia and
soffits); ceiling; structural walls; foundation; swimming pool, spa and pool/spa
deck; seawalls; docks; boat lifts/davits and related electrical and mechanical
components, if any (collectively "Systems and Equipment") are in Working
Condition. "Working Condition" shall mean operating in a manner in which the
Systems and Equipment were designed to operate. The roof, ceiling, interior and
exterior walls, foundation, swimming pool, spa and pool/spa deck, if any, shall be
considered in Working Condition if structurally sound and watertight. Seawalls
and docks, if any, shall be considered in Working Condition if structurally sound.
Seller shall not be required to repair or replace any Cosmetic Condition.
"Cosmetic Condition" shall mean an aesthetic imperfection which does not affect
the Working Condition of the item, including corrosion; tears; worn spots;
discoloration of floor covering or wallpaper or window treatments; missing or torn
screens; nail holes; scratches, dents; chips; caulking; pitted pool surfaces; minor
cracks in windows, driveways, sidewalks, spa/pool decks and garage, tile, lanai
Agreement for Purchase (For Improved Property)
Page No.3
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 60 days from the Effective date
(Inspection Period) to have the Property and improvements thereon inspected at
Purchaser's expense as follows: (a) Systems and Equipment, by an appropriately
Florida licensed inspection company or licensed contractor, and/or (b) radon gas,
by a Florida certified radon measurement technician or specialist, and/or (c) lead-
based paint and hazards, by an EPA-certified lead exposure risk assessor, and/or
(d) termites or other wood-destroying organisms, by a certified pest control
operator (collectively the "Inspection Items"), Upon reasonable notice, Seller shall
provide access and utilities service to the Property to facilitate in 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"), Purchaser
shall, within 15 days after expiration of the Inspection Period: (a) notify Seller of
any Defective Inspection Items, and (b) furnish to Seller a copy of the inspection
report(s) documenting the Defective Inspection Items, and (c) notify Seller of
Purchaser's election either to: (i) receive a credit from Seller at closing in lieu of
any repairs, replacements, treatment, mitigation or other remedial action
necessary to bring the Defective Inspection Items into compliance with the relevant
standards set forth above (the "Remedial Action"), or (ii) have Seller take Remedial
Action at seller's expense prior to closing. If Purchaser elects to receive a credit,
the amount of the credit shall be equivalent to the estimated costs of any
Remedial Action and shall be determined not later than the earlier of Seller's
Response Deadline, or 10 days prior to the Closing. If Purchaser elects (i), Seller
shall not be required to take any Remedial Action. If Purchaser makes no
election, Purchaser shall be deemed to have elected to receive a credit at closing.
C. Not later than 15 days from receipt of the written notice and inspection
report(s) from Purchaser ("Seller's Response Deadline"), Seller shall notify
Purchaser whether Seller will give Purchaser credit equal to the cost of repairs or
take remedial action, whichever is requested by Purchaser. If Seller refuses
Purchaser's election by the Seller's Response Deadline, then Purchaser may
terminate this Agreement within 10 days of Seller's Response Deadline. If
Purchaser does not elect to so terminate this Agreement, Purchaser is deemed to
have accepted the Property in the condition it existed on the effective date, except
that Purchaser retains the rights set forth in Section 5.G., (Walk Through
Inspection) below. If Seller fails to respond by the Seller's Response deadline,
Seller shall be deemed to have refused Purchaser's election and Purchaser may
terminate this Agreement as set forth above.
D. If Purchaser does not have the Inspection Items inspected, or fails to do so
within the Inspection Period, or fails to timely report any Defective Inspection Items
to Seller, Purchaser shall be deemed to have accepted the Property in the
condition it existed on the effective date, except that Purchaser retains the rights
set forth in Section 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. Seller
Agreement for Purchase (For Improved Property)
Page NO.4
shall make a diligent effort to perform and complete all Remedial Action prior to
the Closing Date, failing which a sum equivalent to 200% of the estimated costs of
completing the Remedial Action shall be paid by Seller into escrow at Closing
pending completion.
F. No cost to repair or replace any Systems and Equipment shall exceed the fair
market value of that item if it were in Working Condition. If the costs do exceed
fair market value, than either Seller or Purchaser may elect to pay such excess,
failing which, either party may terminate this Agreement upon written notice.
G. Walk-Through Inspection. Purchaser (or a designated representative) may
conduct a walk-through inspection of the Property prior to Closing and prior to
possession, to confirm: (1) completion of any Remedial Action agreed to by Seller
in Section 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 Seller has
maintained the Property as required in Articles 3 and 6. Upon reasonable notice,
Seller shall provide access and utilities service to the Property to facilitate the
walk-through inspection.
6. RISK OF LOSS
Seller shall maintain the Property (including without limitation the lawn, shrubbery,
and landscaping) in the condition existing on the effective date until the closing or
date of possession, whichever is earlier, except for ordinary wear and tear and any
Remedial Action agreed to by Seller under Section 5.B. above. Any future loss
and/or damage to the Property between the effective date and the Closing or date
of possession, whichever is earlier, shall be at Seller's sole risk and expense.
Seller shall maintain adequate casualty insurance on all improvements on the
Property until disbursement of funds at Closing.
7. REQUIREMENTS AND CONDITIONS
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 thirty (30) days after the date hereof, Purchaser shall obtain as
evidence of title an AL TA Commitment for an Owner's Title Insurance Policy
(AL TA Form B-1970) covering the Property, together with hard copies of all
exceptions shown thereon. Purchaser shall have thirty (30) days, following receipt
of the title insurance commitment, to notify Seller in writing of any objection to title
other than liens evidencing monetary obligations, if any, which obligations shall be
paid at closing. If the title commitment contains exceptions that make the title
unmarketable, Purchaser shall deliver to the Seller written notice of its intention to
waive the applicable contingencies or to terminate this Agreement.
B. If Purchaser shall fail to advise the Seller in writing of any such objections in
Seller's title in the manner herein required by this Agreement, the title shall be
deemed acceptable. Upon notification of Purchaser's objection to title, Seller shall
have thirty (30) days to remedy any defects in order to convey good and
marketable title, except for liens or monetary obligations which will be satisfied at
Closing. Seller, at its sole expense, shall use its best efforts to make such title
good and marketable. In the event Seller is unable to cure said objections within
said time period, Purchaser, by providing written notice to Seller within seven (7)
days after expiration of said thirty (30) day period, may accept title as it then is,
waiving any objection; or Purchaser may terminate the Agreement.
C. Unless either party has terminated this Agreement in accordance with the
provisions herein, Seller shall grant Purchaser within sixty (60) days hereof a non-
exclusive perpetual road right-of-way, drainage and utility easement over, in and
Agreement for Purchase (For Improved Property)
Page NO.5
upon the land described as Parcel 137 in Exhibit "A." Prior to recording of the
easement, Seller will obtain the release or removal of all encumbrances,
qualifications, or exceptions affecting the Right-of-way Easement, and Purchaser's
intended enjoyment and use thereof. Upon receipt of the easement instrument
and those documents releasing, removing or subordinating any encumbrances as
referenced above, Purchaser will pay to Seller a portion of the Purchase Price in
the amount of Two Hundred Twenty Thousand and 00/100 Dollars ($220,000.00).
Purchaser shall pay all recording fees for the Right-of-Way Easement.
D. Seller agrees to furnish any existing surveys of the Property in Seller's
possession to Purchaser within 10 (ten) days of the effective date of this
Agreement. Purchaser shall have the option, at its own expense, to obtain a
current survey of the Property prepared by a surveyor licensed by the State of
Florida. No adjustments to the Purchase Price shall be made based upon any
change to the total acreage referenced in Exhibit "A," 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 Florida
surveyor, shows: (a) an encroachment onto the property; or (b) that an
improvement located on the Property projects onto lands of others, or (c) lack of
legal access to a public roadway, the Purchaser shall notify the Seller in writing 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. Purchaser shall have sixty (60) 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 sixty (60) days, Purchaser, by providing
written notice to Seller within seven (7) days after expiration of said sixty (60) day
period, 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.
8. APPRAISAL PERIOD
Seller acknowledges that the agreed Purchase Price stated in Article 2 exceeds the
average of two (2) appraisals, and the Purchaser is required to approve the purchase
by an extraordinary vote (4 out of 5 vote) of the Board of County Commissioners, of
Collier County Florida, at a duly-noticed public meeting to be held in June. If such vote
is not obtained, then this Agreement shall terminate without further recourse to Seller.
9. TERMINATION AND REMEDIES
A. If Seller shall have failed to perform any of the covenants and/or agreements
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. In the event Seller
grants the Right-of-Way Easement in accordance with section 7.C, but thereafter fails
to convey the Property, Purchaser may retain the Right-of-Way Easement and
terminate the agreement with respect to remaining performance, including the
conveyance of the remainder of the Property.
B. If the Purchaser has not terminated this Agreement pursuant to any of the
provisions authorizing such termination, and Purchaser fails to close the transaction
contemplated hereby or otherwise fails to perform any of the terms, covenants and
conditions of this Agreement as required on the part of Purchaser to be performed,
provided Seller is not in default, then as Seller's sole remedy, Seller shall have the right
to terminate and cancel this Agreement by giving written notice thereof to Purchaser,
whereupon one-half of one percent (.5%) of the purchase price shall be paid to Seller
Agreement for Purchase (For Improved Property)
Page NO.6
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 12, Real Estate Brokers, hereof. The parties acknowledge and agree that
Seller's actual damages in the event of Purchaser's default are uncertain in amount and
difficult to ascertain, and that said amount of liquidated damages was reasonably
determined by mutual agreement between the parties, and said sum was not intended
to be a penalty in nature.
C. The parties acknowledge that the remedies described herein and in the other
provisions of this Agreement provide mutually satisfactory and sufficient remedies to
each of the parties, and take into account the peculiar risks and expenses of each of
the parties.
10. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES
Seller and Purchaser represent and warrant the following:
A. Seller and Purchaser have full right and authority to enter into and to execute
this Agreement and to undertake all actions and to perform all tasks required of
each hereunder. Seller is not presently the subject of a pending, threatened or
contemplated bankruptcy proceeding.
B. Seller has full right, power, and authority to own and operate the Property,
and to execute, deliver, and perform its obligations under this Agreement and the
instruments executed in connection herewith, and to consummate the transaction
contemplated hereby. All necessary authorizations and approvals have been
obtained authorizing Seller and Purchaser to execute and consummate the
transaction contemplated hereby. At Closing, certified copies of such approvals
shall be delivered to Purchaser and/or Seller, if necessary.
C. The warranties set forth in this paragraph shall be 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 represents that it has no knowledge of any actions, suits, claims,
proceedings, litigation or investigations pending or threatened against Seller, at
law, equity or in arbitration before or by any federal, state, municipal or other
governmental instrumentality that relate to this agreement or any other property
that could, if continued, adversely affect Seller's ability to sell the Property to
Purchaser according to the terms of this Agreement.
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, so 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.
G. Seller represents that they have (it has) no knowledge that any pollutants are
or have been discharged from the Property, directly or indirectly into any body of
water. Seller represents the Property has not been used for the production,
handling, storage, transportation, manufacture or disposal of hazardous or toxic
substances or wastes, as such terms are defined in applicable laws and
regulations, or any other activity that would have toxic results, and no such
hazardous or toxic substances are currently used in connection with the operation
of the Property, and there is no proceeding or inquiry by any authority with respect
thereto. Seller represents that they have (it has) no knowledge that there is ground
Agreement for Purchase (For Improved Property)
Page NO.7
water contamination on the Property or potential of ground water contamination
from neighboring properties. Seller represents no storage tanks for gasoline or
any other hazardous substances are or were located on the Property at any time
during or prior to Seller's ownership thereof. Seller represents none of the
Property has been used as a sanitary landfill.
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 governmental body has been
served upon Seller claiming any violation of any law, ordinance, code or
regulation or requiring or calling attention to the need for any work, repairs,
construction, alterations or installation on or in connection with the Property in
order to comply with any laws, ordinances, codes or regulation with which Seller
has not complied.
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 therefor, 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 prior to the effective date of this Agreement.
K. Seller acknowledges and agrees that Purchaser is entering into this
Agreement based upon Seller's representations stated above and on the
understanding that Seller will not cause the zoning or physical condition of the
Property to change from its existing state on the effective date of this Agreement
up to and including the Date of Closing. Therefore, Seller agrees not to enter into
any contracts or agreements pertaining to or affecting the Property and not to do
any act or omit to perform any act which would 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
development of the property which may restrict or change any other condition of
the Property.
L. At the Closing, Seller shall deliver to Purchaser a statement (hereinafter
called the "Closing Representative Statement") reasserting the foregoing
representations as of the Date of Closing, which provisions shall survive the
Closing.
M. Seller represents, warrants and agrees to indemnify, reimburse, defend and
hold Purchaser harmless from any and all costs (including attorney's fees)
asserted against, imposed on or incurred by Purchaser, directly or indirectly,
pursuant to or in connection with the application of any federal, state, local or
common law relating to pollution or protection of the environment which shall be in
accordance with, but not limited to, the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, 42 U.S.C. Section 9601, et seq.,
("CERCLA" or "Superfund"), which was amended and upgraded by the Superfund
Amendment and Reauthorization Act of 1986 ("SARA"), including any
amendments or successor in function to these acts. This provision and the rights
of Purchaser, hereunder, shall survive Closing and are not deemed satisfied by
conveyance of title.
Agreement for Purchase (For Improved Property)
Page No.8
N. Any loss and/or damage to the Property between the date of this Agreement
and the date of Closing shall be Seller's sole risk and expense.
11. NOTICES
Any notice, request, demand, instruction or other communication to be given to either
party hereunder shall be in writing sent by facsimile with automated confirmation of
receipt, or registered, or certified mail, return receipt requested, postage prepaid,
addressed as follows:
If to Purchaser:
With a copy to:
If to Seller:
With a copy to:
Transportation Engineering & Construction Management
Attn: Debbie Armstrong, Right-of-Way Acquisition Section
2885 South Horseshoe Drive
Naples, Florida 34104
Telephone 239-774-5874
Fax 239-213-5885
Ellen T. Chadwell
Assistant County Attorney
Office of the County Attorney
Harmon Turner Building
3301 Tamiami Trail East
Naples, Florida 34112
Telephone 239-774-8400
Fax 239-774-0225
Michael J. Ciccarone, Esq.
Goldstein, Buckley, etal.
P.O. Box 2366
Ft. Myers, FL 33902-2366
Tel: 239-334-1146
Fax: 239-332-6508
Donald E. & Bonnie P. Roth
5605 Painted Leaf Lane
Naples, FL 34116-7463
Telephone 239-455-4256
The addressees, addresses and numbers for the purpose of this Section may be
changed by either party by giving written notice of such change to the other party in the
manner provided herein. For the purpose of changing such addressees, addresses and
numbers only, unless and until such written notice is received, the last addressee and
respective address stated herein shall be deemed to continue in effect for all purposes.
Notice shall be deemed given in compliance with this Article upon receipt of automated
fax confirmation or upon on the receipt of the certified or registered mail.
12. REAL ESTATE BROKERS
Any and all brokerage commissions or fees shall be the sole responsibility of the Seller.
Seller shall indemnify Purchaser from and against any claim or liability for commission
or fees to any broker or any other person or party claiming to have been engaged by
Seller as a real estate broker, salesman or representative, in connection with this
Agreement. Seller agrees to pay any and all commissions or fees at Closing pursuant
to the terms of a separate agreement, if any.
13. MISCELLANEOUS
A. This Agreement may be executed in any manner of counterparts which together
shall constitute the agreement of the parties.
Agreement for Purchase (For Improved Property)
Page No.9
B. This Agreement and the terms and provisions hereof shall be effective as of the
Effective date and shall inure to the benefit of and be binding upon the parties hereto
and their respective heirs, executors, personal representatives, successors, successor
trustee, and assignees whenever the context so requires or admits.
C. Any amendment to this Agreement shall not bind any of the parties hereof unless
such amendment is in writing and executed and dated by Purchaser and Seller. Any
amendment to this Agreement shall be binding upon Purchaser and Seller as soon as it
has been executed by both parties.
D. Captions and section headings contained in this Agreement are for convenience
and reference only; in no way do they define, describe, extend or limit the scope or
intent of this Agreement or any provisions hereof.
E. All terms and words used in this Agreement, regardless of the number and gender
in which used, shall be deemed to include any other gender or number as the context
or the use thereof may require.
F. No waiver of any provision of this Agreement shall be effective unless it is in
writing signed by the party against whom it is asserted, and any waiver of any provision
of this Agreement shall be applicable only to the specific instance to which it is related
and shall not be deemed to be a continuing or future waiver as to such provision or a
waiver as to any other provision.
G. If any date specified in this Agreement falls on a Saturday, Sunday or legal
holiday, then the date to which such reference is made shall be extended to the next
succeeding business day.
H. 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.
I. 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 Chapter 286, Florida Statutes,
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, Florida
Statutes. )
J. This Agreement is governed and construed in accordance with the laws of the
State of Florida.
K. This Agreement will be effective as of 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. Time is of the
essence to this Agreement.
IN WITNESS WHEREOF, the parties hereto set forth their hands/seals.
Agreement for Purchase (For Improved Property)
Page No. 10
AS TO PURCHASER:
DATED: TUNe 1, ~ooG
. '.',f,}"
,.,t."
A TTEST:"'~
DWIGHT ~. BROCK, Clerk
. .' .,>
..... ; '. >..,...
h\J: OruL\ jff~. .:~~. aLl
J ...,".:.. .'. ... . .....'1 ~ e uty Clerk
A~tt$~ ,,~.. .',' .
1'1~"ttIrt.' o.ttj
AS TO SELLER:
DATED: M f\\..\ \5"1 j O~ (p
WITNESSES:
df)A ~JLJ -====
J gnature)
5~;vI J A- &:, if r:: [::-1V
~~;7~~
(Signature)
dk~M/ Mr//:S
(Printed Name)
--
Approved as to form and
legal sufficiency:
~ tY. tWMrvtA--
/ Ellen 1. Chadwell
Assistant County Attorney
Agreement for Purchase (For Improved Property)
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FL IDA
BY:
FR
BY: Cj)(}~ t, !JII{
DONALD E. ROTH
BY:
/7 /4
L;Y~~ /: X'~
BONNIE P. ROTH
Page No. 11
330.00' (PLA T)
1
~ -r----
~
o 25 50 100 200
GRAPHIC SCALE
109
l\:l
CQ
~
:J;:..
~
~
~
~
Cr.l ~
\::). :5
~ I .
~I~
330.00' (PLA T)
TRACT 108 REPLA T,
PLA T BOOK 19, PAGE 54
2
GOLDEN GA TE STA TES UNIT 30,
PLA T BOO 7, PAGE 58
:::t: ..... , ~
~ . . .,
~ U71UTY EASEMENT ~
~ I PROPosn
~~ f-ro; /4JIllI - FEET I
EXISnNG 60' EASEMENT R.o. W. EASEMI{:NT ~
FOR R.o. W. PURPOSES PER PLA T :
. . -..-..-. .--.
Ro' x x 300'/ X X X X X X X Xx (;:.j
-" x X X x x x X x x x X X X X 0v.
I ~~ ~ X >< ~ ~ ~ x><X X'X'x x x'><x x x )< v~
c; . x :?-X'x x x x X )< X ,;:::
~:~~ ~ Q STING 53' EASEMENT ./
IF1 DR R.o. W. PURPOSES
EAST LINE OF (PER PLA T) I
SANTA BARBARA BOULEVARD ~\ SECTION 29 GOLDEN GA T[ UNIT 6. . ~ "':
PLA T BOOK 5, PAGES 124-134 ~I
ti3 l\:l I
I, \ O':l \ I
I 7 8 ~ ~ 1 2 J
GOLDEN GA TE CI TY UN! T 6, ~ 1
PROPOSED PERPETUAL.
NON-EXauSlVE ROAD
R a Iv. DRAINAGE. AND
~
~
<:;:)
<:;:).
~
107
107 1
PLAT BOOK 5, PAGES 124-134 BLOCK 226
BLOCK 225
~L DESCRIPTlON
BEING THE NORTH 300 FEET OF THE WEST 54 FEET OF THE EAST 107 FEET OF TRACT 2, TRACT 108 REPLA T,
PLA T BOOK 19, PAGE 54, COLLIER COUNTY, FLORIDA.
CONTAINING 16,200 SQUARE FEET MORE OR LESS.
SUBJECT TO EASEMENTS &- RESTRICTIONS OF RECORD.
... NOT A SURVEY...
LEGEND:
~~ ~ ~ ~ ~ "\ ~ f{b~~N~ASEMENT
~ PROPOSED
R.o. w. EASEMENT
R. O. W. = RIGHT OF WA Y
R, P OFE AL SURVEYOR & MAPPER
FLORIDA REGISTRA LS #5627
NOT VALID UNLESS SIGNED BY THE SURVEYOR AND
SEALED WITH THE SURVEYOR'S EMBOSSED SEAL.
CERFlFICA TE OF AUTHORIZA nON # LB-43
MARINGS ARC 8ASlO ON NORTH
AJJCRlCAN OA TUI/ (N.A.O) /98J-/99Q
AD.AJSrucNT STA 7C "'AN[ C()()R{)JNA 7C
SYS7CAI (GI/II)} FOR Fl.ORIOA CAST 1ONC.
PROJECT NO.: 82081 PARCEL NO. : 137
Wil.lfillei..'-~
PfMNn . ~, . Ec%gim . S<lveyon . L~ Architects . Trll1lpOrlafion COllBlJtant,
WilsonMil/er. Inc.
. . Fort ~ . SIruoIJ . lhdInIaI . TIIlJlII
3200 BIlly L.... lib 200 . NIp., FilrldI34IJH501 . FrIDIII ~ . FIX 941-643-5716 . We&-a'I 1IlIlr.1liIcmIifIr.-
CLIENT: COLLIER COUNTY TRANSPORTA nON,
ENGINEERING . CONSTRucnON MANAGOIENT DIVISION
TITLE: SKETCH AND DESCRIP710N
BEING PART OF LOT 2. TRACT lOB REPLA r.
PLA T BOOK 19. PAGE 54.
COLLIER COUNTY, FLORIDA
OATE: PROJECT NO.: SHEET NUMBER: FILE NO.:
04/2002 N6022-002-010- TDHWP 137 OF xxx 200-203
Nav 14. 2002 - 13: 55: 44 LMILLERix: \SUR\N6022\Sketcl-; Of Descriplions\SubMitted\2gg203s137.dwg