Backup Documents 10/22/2019 Item #11G ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 1 1 G
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office
at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later
than Monday preceding the Board meeting.
ROUTING SLIP
Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the
exception of the Chairman's signature,draw a line through routinglines#1 through#2,complete the checklist,and forward to the Coun Attorney Office.
Route to Addressee(s)(List in routing order) Office Initials Date
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3. County Attorney Office ~ County Attorney Office �"\L `‘
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5. Minutes and Records Clerk of Court's Office 1�10101-5 /9 Id--
PRIMARY CONTACT INFORMATION
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the
addressees above,may need to contact staff for additional or missing information.
Name of Primary Staff Michelle L.Sweet Phone Number 252-6027
Contact/ Department TransportationE gineering-ROW
Agenda Date Item was Agenda Item Number
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INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's original signature? .-.17A._41(1...,,43 0 K /
2. Does the document need to be sent to another agency for additional signatures? if yes,
provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. PM
3. Original document has been signed/initialed for legal sufficiency. (All documents to be
signed by the Chairman,with the exception of most letters,must be reviewed and signed
by the Office of the County Attorney.
4. All handwritten strike-through and revisions have been initialed by the County Attorney's /
Office and all other parties except the BCC Chairman and the Clerk to the Board s/
5. The Chairman's signature line date has been entered as the date of BCC approval of the
document or the final negotiated contract date whichever is applicable. /
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's %
signature and initials are required. �/
7. In most cases(some contracts are an exception),the original document and this routing slip
should be provided to the County Attorney Office at the time the item is input into SIRE.
t/ ...--
Some
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines!
8. The document was approved by the BCC on /0//114(enter date)and all changes made
during the meeting have been incorporated in the attached document. The County ''opti;1'
Attorney's Office has reviewed the changes,if applicable. I
9. Initials of attorney verifying that the attached document is the version approved by the - n.
BCC,all changes directed by the BCC have been made,and the document is ready for _ IP t rri.
Chairman's signature.
(0 I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12 \C--"'
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MEMORANDUM
Date: October 25, 2019
To: Michelle Sweet, Property Acquisition
Transportation Engineering
From: Teresa Cannon, Deputy Clerk
Minutes & Records Department
Re: Purchase Agreement - Project #60168 Vanderbilt Beach Rd. Ext.
Parcels: 163FEE & 164FEE
Folio(s) #36860840005 & 36860940002
Attached for your records is a scanned copy as referenced above, (Item #11G) approved
by the Board of County Commissioners on Tuesday, October 22, 2019.
The original is being kept by the Board's Minutes and Records Department as part
of the Board's Official Records.
If you have any questions, please call me at 252-8411.
Thank you.
Attachment
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PROJECT: 60168 Vanderbilt Beach Road Ext
PARCEL No: 163FEE
FOLIO No: 36860840005
PURCHASE AGREEMENT
(Extended Possession of Improved Property)
THIS PURCHASE AGREEMENT is made and entered into on this _I _ day of
Q&f6 • , 2019, by and between RICHARD A. SROKA, unmarried, AND
MARIANA LACCETTI f/k/a/ MARIANCE SROKA, unmarried, whose mailing address
is 777 31st Street NW, Naples, FL 34120 (hereinafter referred to as "Seller"), and
COLLIER COUNTY, a political subdivision of the State of Florida, whose mailing address
is 3299 Tamiami Trail East, c/o the Office of the County Attorney, Suite 800, Naples, FL
34112 (hereinafter referred to as "Purchaser").
WHEREAS, Seller owns certain improved property located at 777 31ST Street NW,
Naples, Florida, and more particularly described as Tract 16, less and except the South
219 feet of Tract 16, Golden Gate Estates Unit 6, according to the plat thereof, as
recorded in Plat Book 4, Pages 93 and 94, of the public Records of Collier County, Florida,
together with all buildings, structures and improvements, fixtures, built-in appliances,
refrigerators, stoves and cook-tops, oven ranges, dishwasher, washer, dryer, ceiling fans,
floor coverings and window treatments as presently exist and/or installed on the Property
(hereinafter collectively referred to as "the Property"): and
WHEREAS, Seller has agreed to sell and Purchaser has agreed to purchase the
Property subject to the terms and conditions that follow; and
WHEREAS, Seller desires to remain in possession of the residence located on the
Property and has requested the right to occupy the premises for a term of six (6) months
from the Date of Closing, to which request Purchaser has agreed.
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.
This entire Agreement is contingent upon the Board of County Commissioners approving
the Vanderbilt Beach Road Extension Project alignment adjacent to the Property's
location in substantial conformity with Exhibit A.
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2. PURCHASE PRICE
The purchase price (the "Purchase Price") for the Property shall be FOUR HUNDRED
FIFTY THOUSAND and 00/100 DOLLARS ($450,000.00)(U.S. Currency) payable at time
of Closing. The Purchase Price was agreed upon by the parties hereto with full
consideration having been given to the value of the extended possession and moving
expenses. The Purchase price shall be full compensation for the Property conveyed,
including all structures, improvements, fixtures, landscaping, trees, and shrubs, located
thereon, and shall be in full and final settlement of all claims against the Purchaser,
including but not limited to moving expenses, attorneys' fees, expert witness fees and
costs as provided for in Chapter 73, Florida Statutes. None of this Purchase Price is
attributed to any personal property.
3. CLOSING
A. TIME IS OF THE ESSENCE. Therefore, the Closing ("Closing Date", "Date of
Closing". or "Closing") of the transaction shall be held on or before one-hundred-
twenty (120) days following execution of this Agreement by Purchaser, or within
thirty (30) days of receipt by Purchaser of all fully executed closing documents and
documents necessary to convey marketable title free of any liens, encumbrances,
exceptions, or qualifications, whichever is later, unless extended by mutual written
agreement of the parties hereto. The Closing shall be held at Collier County Growth
Management Department, Transportation Engineering Division, 2885 Horseshoe
Drive South, Naples, Florida 34104. Seller shall deliver the Property in broom-clean
and working condition, and free of all debris upon vacating the premises.
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.
Within ten (10) days of the Effective Date of this Agreement, Seller shall provide
Purchaser with a copy of any existing title insurance policy and survey. No less
than three (3) weeks before the Closing. the Seller shall cause to be delivered to the
Purchaser any documents necessary to convey marketable title and the following
documents and instruments duly executed and acknowledged, in recordable form:
1. General 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.
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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.
6. Certificate of Insurance.
7. All other documents required to consummate this transaction, as reasonably
determined by Purchaser's counsel and/or title company.
C. At Closing, the Purchaser. or its assignee, shall cause to be delivered to the
Seller a County Warrant in an amount equal to Net Cash to Seller on the Closing
Statement. No funds shall be disbursed to Seller until there is verification that there
has been no adverse change to the state of the title to the Property since the date
of the last title commitment, referenced in Section 8 "Requirements and Conditions
for Closing" below, and the title company is irrevocably committed to issue the
Owner's title policy to the Purchaser in accordance with the commitment.
D. Purchaser shall pay all fees to record any curative instruments required to clear
title, and all Warranty Deed recording fees.
E. The cost of a title insurance commitment shall be paid by Purchaser along with
the cost of an Owner's Title Insurance Policy, issued pursuant to the title insurance
commitment provided for in Section 8, "Requirements and Conditions for Closing".
Furthermore, there shall be deducted from the proceeds of sale all past due and
prior year ad valorem and non-ad valorem taxes and assessments levied against
the Property which remain unpaid as of the date of Closing.
F. Real Property taxes shall 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.
G. A Security Deposit in the amount of ONE THOUSAND and 00/100 DOLLARS
($1,000.00) will be withheld from Seller's closing proceeds to be held by Purchaser
during the Seller's occupancy in accordance with the provisions of Section 4B
(below).
4. OCCUPANCY BY SELLER AFTER CLOSING
A. Seller may occupy the Property after Closing for a period of six (6) months from
the Date of Closing (the "Term").
B. At Closing, the sum of $1,000.00 will be withheld by Purchaser as security for
any damages suffered by the Property during the Seller's occupancy ("Security
Deposit"). The Security Deposit will be paid to Seller at the end of its Term of
occupancy, provided there has been no damage to the Property caused by the
negligence or intentional acts of Seller or anyone acting with Seller's knowledge and
consent. Upon the vacating of the Property, the Purchaser will have thirty (30) days
to return the Security Deposit or give Seller written notice of Purchaser's intention to
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impose a claim upon the Security Deposit. In the event Purchaser intends to impose
a claim upon a part or all of the Security Deposit, it will provide Seller with an
explanation of the damage. an estimate of repair and an accounting of the deposit
balance.
C. When the Property is partly damaged or destroyed by fire or other casualty not
due to Seller's willful or negligent act or that of anyone on the Property with the
knowledge or consent (actual or implied), of Seller. Purchaser will make repair as
soon as reasonably possible. Purchaser shall also be responsible for the repair to
fixtures or appliances in excess of the limit set forth in Section 4F (below), provided
such repair is not necessitated by Seller's misuse, waste or neglect of the Property,
or that of anyone on the Property with Seller's knowledge and consent (actual or
implied). If the Property is rendered un-inhabitable due to fire, storm or other
casualty, then this Agreement shall automatically terminate, with the sole duty of
Purchaser then being to refund to Seller the security deposit, plus accrued interest.
Purchaser shall not be liable for any damage or injury to Seller and his or her
property by reason of any water damage sustained by Seller and his or her property,
or by reason of the breakage. leakage, or obstruction of water and sewer lines or
other breakage in or about the Property.
D. Seller agrees to pay all utility services as they come due, including electricity,
telephone, gas, cable television, water, sewer, and solid waste collection, and shall
arrange for a final billing and payment of same at the time Seller vacates the
Property. Seller acknowledges that Purchaser will deduct all such unpaid bills from
the Security Deposit. Seller shall keep the property free from pests and insure that
the air conditioning system is in operation to maintain a reasonable room
temperature until the Seller vacates the property.
E. Seller will use the Property only as its primary residence. Seller is prohibited
from allowing persons, other than its immediate family members, to reside on the
Property.
F. Seller shall maintain the Property, including all Systems and Equipment, in
clean and working condition at all times Seller shall use all Systems and Equipment
in a reasonable manner. Seller shall immediately make and pay for all required
repairs to the plumbing. range, heating apparatus. washer-dryer, air conditioning,
refrigerator, dishwasher and electric and gas fixtures, provided the cost of said
repairs does not exceed Ten Thousand Dollars ($10,000.00). Purchaser reserves
the right to enter upon the Property and repair, at the Seller's expense, all damage
or injury to the fixtures and appliances in the event Seller fails to effect repairs after
10 days' notice. Purchaser's election not to effect repairs shall not relieve Seller of
its obligation to repair or subject Purchaser to liability for its election.
G. Seller shall comply with all governmental regulations concerning the use of the
Property and not permit or suffer any illegal activity or use, or permit to be made any
disturbance, noise or nuisance whatsoever, which would be detrimental to the
peace, quiet and comfort of other persons in the vicinity of the Property or affect the
insurance risk factor to the Property.
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H. Seller shall permit Purchaser's agent or employee to enter the Property at any
reasonable time, upon 24 hours. notice, during the term of this Agreement to inspect
the Property or make any needed repairs.
I. Seller will surrender possession of the Property at the expiration the Term. as
may be extended, in as good a condition as of the Effective Date, reasonable wear
and tear and acts of God excepted.
J. Seller shall not alter or make additions to the Property without the Purchaser's
consent. Seller shall not deface, damage or remove any part of the Property or
permit any person to do so, nor shall any of the appliances listed on Exhibit "B" be
replaced without the Purchaser's consent.
K. Seller shall be deemed in default of this Agreement if Seller fails to perform any
of the covenants, promises or obligations contained in this Section for a period of
ten (10) days after notice of such default. Upon Seller's default, Purchaser may
terminate this Agreement upon twenty (20) days written notice to Seller, re-enter and
take possession of the Property, whereupon the term thereby granted and all rights
of Seller to occupy the Property shall terminate. The Seller shall remain liable for
any damage suffered by the Property because of Seller's breach of any of the
covenants of this Agreement, and such termination shall be without prejudice to the
Purchaser's right to collect said damages. Purchaser and Seller shall have the right
to pursue any and all remedies available under this Agreement or applicable law.
L. Seller shall be required to maintain insurance on the Property during the entire
Term, as may be extended, which policy shall include contents coverage of
$100,000, premises liability with limits of $300,000, and loss of use coverage.
Purchaser will be named as an additional insured and the policy premium for the
Term of occupancy will be paid in advance at Closing. Seller will be required to
provide a certificate of insurance prior to Closing.
M. The terms and conditions contained in this Section shall survive Closing and
are not deemed satisfied by conveyance of title.
5. 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 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
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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 5.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 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.
6. INSPECTIONS
A. Inspection Period. Purchaser shall have sixty (60) days from the Effective 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, site inspection and analysis.
B. Election and Response. 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 Seller agrees
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to promptly carry out, at its sole expense, all further investigations and remediation
of the Property as necessary to make the Property acceptable to 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 term of such suspension and what will render the Property
acceptable to Purchaser.
C. "Hazardous Materials" means any substance: (1) the presence of which
requires investigation, remediation, or is. or becomes regulated under any federal.
state, or local law, regulation, order or policy; or (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
governmental authority in the state of Florida.
F. No cost to repair or replace any Systems and Equipment shall exceed the fair
market value of that item if it were in Working Condition. If the costs do exceed fair
market value, then either 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 6.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 Sections 4 and 8. Upon reasonable notice, Seller shall
provide access and utilities service to the Property to facilitate the walk-through
inspection.
H. Inspections during Occupancy. Purchaser may enter upon the Property with
at least 24-hour notice to Seller for purposes of inspecting the Property for
compliance with the terms of Section 4 of this Agreement or effecting repairs.
7. 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 Closing 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 6.B 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 later, shall be at Seller's sole risk and expense.
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8. 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 forty-five (45) days after the Effective Date hereof, Purchaser shall
obtain as evidence of title an ALTA Commitment for an Owner's Title Insurance
Policy with Florida Modifications 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. 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 may terminate
the Agreement.
C. Seller agrees to furnish any existing surveys of the Property in Seller's
possession to Purchaser within ten (10)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. If the survey
provided by Seller or obtained by Purchaser, as certified by a licensed 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, 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 is, 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.
9. 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
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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 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 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 Section 10
hereof, "Real Estate Brokers".
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 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 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. Prior to Closing, and upon the request of
Purchaser or the Title Company, certified copies of such approvals shall be delivered
to Purchaser or the Title Company.
C. The warranties set forth in this Section 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
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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.
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 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, 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 Seller 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 Seller 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
Materials 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.
I. 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.
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 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
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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.
L. Seller acknowledges and agrees that Purchaser is entering into this Agreement
based upon Seller's representations stated herein 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.
M. Seller represents. warrants and agrees to indemnify, reimburse, defend and
hold Purchaser harmless from 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.
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 or
personal delivery addressed as follows:
If to Purchaser: Transportation Engineering Division
Attn: Robert Bosch
Right-of-Way Acquisition Manager
2885 South Horseshoe Drive
Naples. Florida 34104
Telephone 239-252-5843
Fax 239-252-5885
With a copy to: Office of the County Attorney
Attn: Jeff Klatzkow
County Attorney
3299 Tamiami Trail East
Suite 800
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Naples, Florida 34112
Telephone 239-252-8400
Fax 239-252-0225
If to Seller: Richard A. Sroka
Marianna Laccetti
777 31St Street NW
Naples, FL 341220
Telephone 239-298-3030
Fax N/A
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 Section upon receipt of automated fax
confirmation or upon on the fifth day after the certified or registered mail has been
postmarked, or physical receipt by hand delivery.
12. REAL ESTATE BROKERS
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 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.
13. MISCELLANEOUS
A. This Agreement may be executed in any manner of counterparts which
together shall constitute the agreement of the parties.
B. This Agreement and the terms and provisions hereof shall be effective as of
the Effective Date and shall inure to the benefit of and be binding upon the parties
hereto and their respective heirs, executors, personal representatives, successors,
successor trustee, and assignees whenever the context so requires or admits.
C. Any amendment to this Agreement shall not bind any of the parties hereof
unless such amendment is in writing and executed and dated by 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.
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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.
I. This Agreement is governed and construed in accordance with the laws of the
State of Florida.
J. The Effective Date of this Agreement will be the date of execution of this
Agreement by the last signing party.
K. This Agreement and the exhibits attached hereto contain the entire 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.
L. TIME IS OF THE ESSENCE to this Agreement.
M. Seller may not assign, sublease, or license any rights arising under this
Agreement without the written consent of the Purchaser.
N. The parties hereto agree and acknowledge that this Agreement is not a lease
but rather a contract for occupancy (extended possession) of the Property as a
condition of sale which is not subject to Chapter 83. Florida Statutes. The parties
do not intend to invoke any of the obligations or remedies contained in Chapter 83,
and the terms and conditions contained herein shall be construed in accordance with
the parties' intent and shall be given their plain meaning without reference or
application of s. 83.43, Fla. Stat., or any other portion of Chapter 83.
[INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first above written.
AS TO PURCHASER:
DATED: (O[Q4-i1Pf
ATTEST: BOARD OF NTY COMMISSIONERS
CRYSTAL,4� KINZEL, Clerk of the COL//LIERIC� : "IDA
Cir • Court VC9 troller (SCJ•
B • - BY:
Deprites Oalai % Wi'iam L. McDaniel, Jr., Chairman
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AS TOtSE.t ER:
DATED: j q /
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(Signature) RICHARD A. SROKA
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(Si• _ - MARIANNA LA•7 TTI
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Approved as to form and legality:
Vjj
Jennifer A. Belpedio -3`1
Assistant County Attorney O1
Last Revised 7/22/2019
15
1113
EXHIBIT A
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PROJECT: 60168 Vanderbilt Beach Road Ext
PARCEL No: 164FEE
FOLIO No: 36860940002
PURCHASE AGREEMENT
(Extended Possession of Improved Property)
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THIS PURCHASE AGREEMENT is made and entered into on this -- day of
, 2019, by and between KIM MARIE LINSSEN, unmarried, whose
mailing address is 780 31ST Street NW, Naples, FL 34120 (hereinafter referred to as
"Seller"), and COLLIER COUNTY, a political subdivision of the State of Florida, whose
mailing address is 3299 Tamiami Trail East, do the Office of the County Attorney, Suite
800, Naples, FL 34112 (hereinafter referred to as "Purchaser").
WHEREAS, Seller owns certain improved property located at 780 31s' Street NW,
Naples, Florida, and more particularly described as the North 273.27 feet of Tract No. 17,
Golden Gate Estates Unit 6, according to the plat thereof, as recorded in Plat Book 4,
Pages 93 and 94, of the public Records of Collier County, Florida, together with all
buildings, structures and improvements, fixtures, built-in appliances, refrigerators, stoves
and cook-tops, oven ranges, dishwasher, washer, dryer, ceiling fans, floor coverings and
window treatments as presently exist and/or installed on the Property (hereinafter
collectively referred to as "the Property"); and
WHEREAS, Seller has agreed to sell and Purchaser has agreed to purchase the
Property subject to the terms and conditions that follow; and
WHEREAS, Seller desires to remain in possession of the residence located on the
Property and has requested the right to occupy the premises for a term of six (6) months
from the Date of Closing, to which request Purchaser has agreed.
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.
This entire Agreement is contingent upon the Board of County Commissioners approving
the Vanderbilt Beach Road Extension Project alignment adjacent to the Property's
location in substantial conformity with Exhibit A.
2. PURCHASE PRICE
The purchase price (the "Purchase Price") for the Property shall be FOUR HUNDRED
SIXTY THOUSAND and 00/100 DOLLARS ($460,000.00)(U.S. Currency) payable at time
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of Closing. In addition, Purchaser shall pay Seller's reasonable attorney's fees in the
amount of$ /lea cC.XK) at the time of closing. The Purchase Price was agreed upon
by the parties hereto with full consideration having been given to the value of the extended
possession and moving expenses. The Purchase price shall be full compensation for the
Property conveyed, including all structures, improvements, fixtures, landscaping, trees,
and shrubs, located thereon, and shall be in full and final settlement of all claims against
the Purchaser, including but not limited to moving expenses, attorneys' fees, expert
witness fees and costs as provided for in Chapter 73, Florida Statutes. None of this
Purchase Price is attributed to any personal property.
3. CLOSING
A. TIME IS OF THE ESSENCE. Therefore, the Closing ("Closing Date", "Date of
Closing", or "Closing") of the transaction shall be held on or before one-hundred-
twenty (120) days following execution of this Agreement by Purchaser, or within
thirty (30) days of receipt by Purchaser of all fully executed closing documents and
documents necessary to convey marketable title free of any liens, encumbrances,
exceptions, or qualifications, whichever is later, unless extended by mutual written
agreement of the parties hereto. The Closing shall be held at Collier County Growth
Management Department, Transportation Engineering Division, 2885 Horseshoe
Drive South, Naples, Florida 34104. Seller shall deliver the Property in broom-clean
and working condition, and free of all debris upon vacating the premises.
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.
Within ten (10) days of the Effective Date of this Agreement, Seller shall provide
Purchaser with a copy of any existing title insurance policy and survey. No less
than three (3) weeks before the Closing, the Seller shall cause to be delivered to the
Purchaser any documents necessary to convey marketable title and the following
documents and instruments duly executed and acknowledged, in recordable form:
1. General 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.
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5. Such evidence of authority and capacity of Seller and its representatives to
execute and deliver this Agreement.
6. Certificate of Insurance.
7. All other documents required to consummate this transaction, as reasonably
determined by Purchaser's counsel and/or title company.
C. At Closing, the Purchaser, or its assignee, shall cause to be delivered to the
Seller a County Warrant in an amount equal to Net Cash to Seller on the Closing
Statement. No funds shall be disbursed to Seller until there is verification that there
has been no adverse change to the state of the title to the Property since the date
of the last title commitment, referenced in Section 8 "Requirements and Conditions
for Closing" below, and the title company is irrevocably committed to issue the
Owner's title policy to the Purchaser in accordance with the commitment.
D. Purchaser shall pay all fees to record any curative instruments required to clear
title, and all Warranty Deed recording fees.
E. The cost of a title insurance commitment shall be paid by Purchaser along with
the cost of an Owner's Title Insurance Policy, issued pursuant to the title insurance
commitment provided for in Section 8, "Requirements and Conditions for Closing".
Furthermore, there shall be deducted from the proceeds of sale all past due and
prior year ad valorem and non-ad valorem taxes and assessments levied against
the Property which remain unpaid as of the date of Closing.
F. Real Property taxes shall 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.
G. A Security Deposit in the amount of ONE THOUSAND and 00/100 DOLLARS
($1,000.00) will be withheld from Seller's closing proceeds to be held by Purchaser
during the Seller's occupancy in accordance with the provisions of Section 4B
(below).
4. OCCUPANCY BY SELLER AFTER CLOSING
A. Seller may occupy the Property after Closing for a period of six (6) months from
the Date of Closing (the "Term").
B. At Closing, the sum of $1,000.00 will be withheld by Purchaser as security for
any damages suffered by the Property during the Seller's occupancy ("Security
Deposit"). The Security Deposit will be paid to Seller at the end of its Term of
occupancy, provided there has been no damage to the Property caused by the
negligence or intentional acts of Seller or anyone acting with Seller's knowledge and
consent. Upon the vacating of the Property, the Purchaser will have thirty (30) days
to return the Security Deposit or give Seller written notice of Purchaser's intention to
impose a claim upon the Security Deposit. In the event Purchaser intends to impose
a claim upon a part or all of the Security Deposit, it will provide Seller with an
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explanation of the damage, an estimate of repair and an accounting of the deposit
balance.
C. When the Property is partly damaged or destroyed by fire or other casualty not
due to Seller's willful or negligent act or that of anyone on the Property with the
knowledge or consent (actual or implied), of Seller, Purchaser will make repair as
soon as reasonably possible. Purchaser shall also be responsible for the repair to
fixtures or appliances in excess of the limit set forth in Section 4F (below), provided
such repair is not necessitated by Seller's misuse, waste or neglect of the Property,
or that of anyone on the Property with Seller's knowledge and consent (actual or
implied). If the Property is rendered un-inhabitable due to fire, storm or other
casualty, then this Agreement shall automatically terminate, with the sole duty of
Purchaser then being to refund to Seller the security deposit, plus accrued interest.
Purchaser shall not be liable for any damage or injury to Seller and his or her
property by reason of any water damage sustained by Seller and his or her property,
or by reason of the breakage, leakage, or obstruction of water and sewer lines or
other breakage in or about the Property.
D. Seller agrees to pay all utility services as they come due, including electricity,
telephone, gas, cable television, water, sewer, and solid waste collection, and shall
arrange for a final billing and payment of same at the time Seller vacates the
Property. Seller acknowledges that Purchaser will deduct all such unpaid bills from
the Security Deposit. Seller shall keep the property free from pests and insure that
the air conditioning system is in operation to maintain a reasonable room
temperature until the Seller vacates the property.
E. Seller will use the Property only as its primary residence. Seller is prohibited
from allowing persons, other than its immediate family members, to reside on the
Property.
F. Seller shall maintain the Property, including all Systems and Equipment, in
clean and working condition at all times. Seller shall use all Systems and Equipment
in a reasonable manner. Seller shall immediately make and pay for all required
repairs to the plumbing, range, heating apparatus, washer-dryer, air conditioning,
refrigerator, dishwasher and electric and gas fixtures, provided the cost of said
repairs does not exceed Ten Thousand Dollars ($10,000.00). Purchaser reserves
the right to enter upon the Property and repair, at the Seller's expense, all damage
or injury to the fixtures and appliances in the event Seller fails to effect repairs after
10 days' notice. Purchaser's election not to effect repairs shall not relieve Seller of
its obligation to repair or subject Purchaser to liability for its election.
G. Seller shall comply with all governmental regulations concerning the use of the
Property and not permit or suffer any illegal activity or use, or permit to be made any
disturbance, noise or nuisance whatsoever, which would be detrimental to the
peace, quiet and comfort of other persons in the vicinity of the Property or affect the
insurance risk factor to the Property.
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H. Seller shall permit Purchaser's agent or employee to enter the Property at any
reasonable time, upon 24 hours' notice, during the term of this Agreement to inspect
the Property or make any needed repairs.
I. Seller will surrender possession of the Property at the expiration the Term, as
may be extended, in as good a condition as of the Effective Date, reasonable wear
and tear and acts of God excepted.
J. Seller shall not alter or make additions to the Property without the Purchaser's
consent. Seller shall not deface, damage or remove any part of the Property or
permit any person to do so, nor shall any of the appliances listed on Exhibit "B" be
replaced without the Purchaser's consent.
K. Seller shall be deemed in default of this Agreement if Seller fails to perform any
of the covenants, promises or obligations contained in this Section for a period of
ten (10) days after notice of such default. Upon Seller's default, Purchaser may
terminate this Agreement upon twenty (20) days written notice to Seller, re-enter and
take possession of the Property, whereupon the term thereby granted and all rights
of Seller to occupy the Property shall terminate. The Seller shall remain liable for
any damage suffered by the Property because of Seller's breach of any of the
covenants of this Agreement, and such termination shall be without prejudice to the
Purchaser's right to collect said damages. Purchaser and Seller shall have the right
to pursue any and all remedies available under this Agreement or applicable law.
L. Seller shall be required to maintain insurance on the Property during the entire
Term, as may be extended, which policy shall include contents coverage of
$100,000, premises liability with limits of $300,000, and loss of use coverage.
Purchaser will be named as an additional insured and the policy premium for the
Term of occupancy will be paid in advance at Closing. Seller will be required to
provide a certificate of insurance prior to Closing.
M. The terms and conditions contained in this Section shall survive Closing and
are not deemed satisfied by conveyance of title.
5. 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 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
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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 S.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 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.
6. INSPECTIONS
A. Inspection Period. Purchaser shall have sixty (60) days from the Effective 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, site inspection and analysis.
B. Election and Response. 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 Seller agrees
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to promptly carry out, at its sole expense, all further investigations and remediation
of the Property as necessary to make the Property acceptable to 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 term of such suspension and what will render the Property
acceptable to Purchaser.
C. "Hazardous Materials" means any substance: (1) the presence of which
requires investigation, remediation, or is, or becomes regulated under any federal.
state, or local law, regulation, order or policy; or (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
governmental authority in the state of Florida.
F. No cost to repair or replace any Systems and Equipment shall exceed the fair
market value of that item if it were in Working Condition. If the costs do exceed fair
market value, then either 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 6.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 Sections 4 and 8 Upon reasonable notice, Seller shall
provide access and utilities service to the Property to facilitate the walk-through
inspection.
H. Inspections during Occupancy. Purchaser may enter upon the Property with
at least 24-hour notice to Seller for purposes of inspecting the Property for
compliance with the terms of Section 4 of this Agreement or effecting repairs.
7. 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 Closing 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 6.B 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 later, shall be at Seller's sole risk and expense.
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8. 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 forty-five (45) days after the Effective Date hereof, Purchaser shall
obtain as evidence of title an ALTA Commitment for an Owner's Title Insurance
Policy with Florida Modifications 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. 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 may terminate
the Agreement.
C. Seller agrees to furnish any existing surveys of the Property in Seller's
possession to Purchaser within ten (10)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. If the survey
provided by Seller or obtained by Purchaser, as certified by a licensed 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, 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 is. 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.
9. 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
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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 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 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 Section 10
hereof, "Real Estate Brokers'.
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 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 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. Prior to Closing, and upon the request of
Purchaser or the Title Company, certified copies of such approvals shall be delivered
to Purchaser or the Title Company.
C. The warranties set forth in this Section 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
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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.
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 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, 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 Seller 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 Seller 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
Materials 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.
I. 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.
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 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
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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.
L. Seller acknowledges and agrees that Purchaser is entering into this Agreement
based upon Seller's representations stated herein 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.
M. Seller represents, warrants and agrees to indemnify, reimburse, defend and
hold Purchaser harmless from 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.
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 or
personal delivery addressed as follows:
If to Purchaser: Transportation Engineering Division
Attn: Robert Bosch
Right-of-Way Acquisition Manager
2885 South Horseshoe Drive
Naples, Florida 34104
Telephone 239-252-5843
Fax 239-252-5885
With a copy to: Office of the County Attorney
Attn: Jeff Klatzkow
County Attorney
3299 Tamiami Trail East
Suite 800
1
Naples, Florida 34112
Telephone 239-252-8400
Fax 239-252-0225
If to Seller: Kim Marie Linssen
780 31St Street NW
Naples, FL 34120
Telephone 239-398-3617
Fax N/A
With a copy to: John F. Hooley, Esq.
851 5th Avenue North
Suite 303
Naples, Florida 34102
Telephone 239-234-2520
Fax 239-234-2521
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 Section upon receipt of automated fax
confirmation or upon on the fifth day after the certified or registered mail has been
postmarked, or physical receipt by hand delivery.
12. REAL ESTATE BROKERS
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 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.
13. MISCELLANEOUS
A. This Agreement may be executed in any manner of counterparts which
together shall constitute the agreement of the parties.
B. This Agreement and the terms and provisions hereof shall be effective as of
the Effective Date and shall inure to the benefit of and be binding upon the parties
hereto and their respective heirs, executors, personal representatives, successors,
successor trustee, and assignees whenever the context so requires or admits.
C. Any amendment to this Agreement shall not bind any of the parties hereof
unless such amendment is in writing and executed and dated by 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
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AC
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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.
I. This Agreement is governed and construed in accordance with the laws of the
State of Florida.
J. The Effective Date of this Agreement will be the date of execution of this
Agreement by the last signing party.
K. This Agreement and the exhibits attached hereto contain the entire 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.
L. TIME IS OF THE ESSENCE to this Agreement.
M. Seller may not assign, sublease, or license any rights arising under this
Agreement without the written consent of the Purchaser.
N. The parties hereto agree and acknowledge that this Agreement is not a lease
but rather a contract for occupancy (extended possession) of the Property as a
condition of sale which is not subject to Chapter 83, Florida Statutes. The parties
do not intend to invoke any of the obligations or remedies contained in Chapter 83,
and the terms and conditions contained herein shall be construed in accordance with
the parties' intent and shall be given their plain meaning without reference or
application of s. 83.43, Fla. Stat., or any other portion of Chapter 83.
[INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first above written.
AS TO PURCHASER:
DATED: /0/02. /t9
ATTEST: BOARD OF COUNTY COMMISSIONERS
CRYSTAL K. KINZEL, Clerk of the COLLIER CI; ' , I RIDA
Circu. ourt & Cofn• roller 2 )
BY:
tt��t aSt��C�, W��iam L. McDaniel, Jr., Chairman
De��CS . .h�Nfii1'S
ignature aFP,
AS TO SELLER.
DATED: � 2b9
WI ESSES:
r
(Signature) M MARIE INSSEN
Abu r` o LEY
(Printed Name)
(S nature)
ed31( r / d/i%/c.
(Printed Name)
Approved as to •rm and legality:
N At c:;\
Jennifer A. Bel edio �`
Assistant County Attorney 46,\‘
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EXHIBIT A
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