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Parcel 221FEE 1 I PROJECT NO.: 60168 Vanderbilt Beach Road Ext. PARCEL NO.: 221FEE FOLIO NO.: 37545920003 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT is made and entered into on this Z. day of 3 r,. , 2020, by and between KENNETH W. NEWELL AND CHRISTIN M. NEWELL, husband and wife, whose mailing address is 340 12th Avenue NW, Naples, FL 34120-2307 (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, Purchaser desires to purchase a portion of Seller's property as described on attached "Exhibit A" which is incorporated herein by reference, together with all structures and improvements thereon (hereinafter 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. 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. 2. PURCHASE PRICE The purchase price (the "Purchase Price") for the Property shall be ONE HUNDRED TWENTY-NINE THOUSAND FOUR HUNDRED and 00/100 DOLLARS ($129,400) (U.S. Currency) payable at time of closing. The Purchase Price, subject to the apportionment and distribution of proceeds pursuant to Paragraph 3D of this Agreement, 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 all 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. 0 io 3. CLOSING A. TIME IS OF THE ESSENCE. Therefore, the Closing (the "CLOSING DATE", "DATE OF CLOSING", or "CLOSING") of the transaction shall be held on or before one hundred twenty (120) days following execution of this Agreement by the 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. Purchaser shall be entitled to possession at the time of Closing, unless otherwise provided herein. 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. 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. 5. Such evidence of authority and capacity of Seller and its representatives to execute and deliver this Agreement. 6. All other documents required to consummate this transaction, as reasonably determined by Purchaser's counsel and/or title company. C. At the time of 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 2 1 {i the date of the last title commitment, referenced in Paragraph 5 "Title Defects" 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. In addition, Purchaser may elect to pay reasonable processing fees required by mortgagees in connection with the execution and delivery of a Release or Satisfaction of any mortgage, lien or other encumbrance recorded against the Property; provided, however, that any apportionment and distribution of the full compensation amount in Paragraph 2 which may be required by any mortgagee, lien-holder or other encumbrance-holder as payoff, paydown, or for the protection of its security interest, or as consideration due to any diminution in the value of its property right, shall be the responsibility of the Seller, and shall be deducted on the Closing Statement from the compensation payable to the Seller per Paragraph 2. County shall have sole discretion as to what constitutes "reasonable processing fees." E. There shall be deducted from the proceeds of sale all prior year ad valorem taxes and assessments levied against the parent tract property which remain unpaid as of the date of Closing. 4. IRRIGATION SYSTEM AND MISCELLANEOUS IMPROVEMENTS A. Seller agrees to relocate any existing irrigation system (if any) located on the Property including any irrigation lines, electrical wiring and sprinkler valves, etc., prior to the construction of the project without any further notification from Purchaser. Seller assumes full responsibility for the relocation of the irrigation system (if any) on the remainder property and its performance after relocation. Seller holds Purchaser harmless for any and all possible damage to the irrigation system in the event owner fails to relocate the irrigation system prior to construction of the project. B. If Seller elects to retain any improvements and/or landscaping ("Improvements") located on the Property, the Seller is responsible for their retrieval prior to the construction of the project without any further notification from Purchaser. Seller acknowledges that Purchaser has compensated Seller for the value of the improvements located on the Property, and yet Purchaser is willing to permit Seller to salvage said improvements as long as their retrieval is performed before construction and without interruption or inconvenience to Purchaser's contractor. All Improvements not removed from the Property prior to construction of the project commences shall be deemed abandoned by Seller. This provision shall survive Closing and is not deemed satisfied by conveyance of title. 3 0 1 10 5. TITLE DEFECTS 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 a 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. 6. TERMINATION AND REMEDIES A. If Seller shall have failed to perform any of the covenants and promises contained herein, which are to be performed by Seller, within fifteen (15) days of written notification of such failure, Purchaser may, at its option, terminate this Agreement by giving written notice of termination to Seller. Purchaser shall have the right to seek and enforce all rights and remedies available at law or in equity to a contract vendee, including the right to seek specific performance of this Agreement. B. If the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser 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 $500 shall be paid to Seller as liquidated damages, which shall be Seller's sole and exclusive remedy, and neither party shall have any further liability or obligation to the other. Notwithstanding anything to the contrary herein contained, the Purchaser shall have the right to terminate this agreement without cause, in which event the liquidated damages provisions of this Section 1.6 shall 4 0 11D equally apply, and Seller's sole remedy shall be a claim for payment of $500 as liquidated damages. The parties acknowledge and agree that Seller's actual damages in the event of Purchaser's default or termination without cause 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. 7. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES 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 paragraph 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 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. 5 1 1 0 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 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. gib 11D L. Seller represents, warrants and agrees to indemnify, reimburse, defend and hold Purchaser harmless from all costs (including attorney's fees) asserted against the Purchaser by reason or arising out of the breach of any of Owner's representations under Paragraph 7. This provision shall survive Closing and is not deemed satisfied by conveyance of title. 8. ENTIRE AGREEMENT A. 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. B. 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. C. This Agreement is governed and construed in accordance with the laws of the State of Florida. D. Should any part of this Agreement be found to be invalid, then such invalid part shall be severed from the Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and not be affected by such invalidity. E. The Effective Date of this Agreement will be the date of execution of this Agreement by the last signing party. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. AS TO PURCHASER: DATED: g1,L3IJv ATTEST: BOARD OF COUNTY COMMISSIONERS CRYSTAL.K. KINZEL, Clerk of the COLLIER COUNTY, FLORIDA Circuit Court & Comptroller At,t_todZerikas— BY: - BY: Deputy Clerk BURT L. SAUNDERS, Chairman Attest ait0 Chairman's signature only. 1 1 D AS TO SELLER: DATED: Z; 1 ZOZ7.7 WITNESSES: Vicr.._ :0----------- (Signature) 1 KENNETH W. NEWELL bav/!t jc311ri STlrlli p (Printed Name) fletirtee p6 / %fit -AL (Signs ure) CHRISTIN M. NEWELL Thy 1 s F S+um p (Printed Name) Appr ved as to form and legality: \ nj ti0 0 Jennifer A. Belpedio \\I' Assistant County Attorney O�� Last Revised 8/13/2020 8 161 I 1 fl 12th AVENUE NW EXHIBIT F N ,go Pega . E WEST 150' OF S TRACT 83 F I s 19 1 j gg5 gR $• ff^ G TRACT 78 g TRACT 94 i TRACT 83 GOLDEN GATE ESTATES UNIT 19 PLAT BOOK 7, PAGE 78 WEST LINE OF /EAST LINE OF TRACT 83 WEST 150' OF PROPOSED TRACT 83 PARCEL 221 FEE 16,572 SQ. FT. — — L — —2 'POINT OF M BEGINNING � 0. .. H_77 _• -. ( L4LINE 4 VANDERBILT BEAC H ROAD SOUTH TRACT 830E SQ. FT. SQUARE FEET 1 L - r ow-- LINE TABLE FEE FEE SIMPLE PARCEL MAY 1 3 2020 LINE BEARING LENGTH OR OFFICIAL RECORDS (BOOK/PAGE) L1 N00'28'45"W 110.48' PROPOSED FEE PARCEL L2 N89'31'10"E 149.98' L3 SO0'28'45"E 110.50' L4 S89'31'40"W 149.98' LEGAL DESCRIPTION (PARCEL 221 FEE) A PORTION OF TRACT 83, GOLDEN GATE ESTATES UNIT 19, AS RECORDED IN PLAT BOOK 7, PAGE 78, OF THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA, LYING IN SECTION 33, TOWNSHIP 48 SOUTH, RANGE 27 EAST, COLLIER COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID TRACT 83; THENCE N.00'28'45"W., ALONG THE WEST LINE OF SAID TRACT 83, FOR 110.48 FEET; THENCE N.89'31'10'E., FOR 149.98 FEET TO A POINT ON THE EAST LINE OF THE WEST 150,FfET1OF1SAID TRACT 83; `` M THENCE 5.00'28'45'E., ALONG SAID EAST LINE, FOR 110.50 FEET TO THE SOUTH LINE G,P T� 8 1, THENCE S.89'31'40"W., ALONG SAID SOUTH LINE, FOR 149.98 FEET TO THE POINT OF� C�r(1lFa��o'r.• *i PARCEL DESCRIBED HEREIN. • CONTAINING 16,572 SQUARE FEET, MORE OR LESS. 0••1 - 5307 BEARINGS ARE BASED ON STATE PLANE COORDINATES, FLORIDA EAST ZONE. � .(J) - Z. --(Pe, • eOfFlog ��ell°; i1e nd�S A' {�� M13 � SKETCH & DESCRIPTION ONLY 1 1 MICr1AEL A W .PROFESSIDMA�LAND SURVEYOR FLORIDA REGISTRATION CERTIFICATE NO.5301 NOT A BOUNDARY SURVEY SCALE:i'=izo' SIGNING DATE: THE SEAL APPEARING ON THIS DOCUMENT WAS FOR: COLLIER COUNTY GOVERNMENT BOARD OF COUNTY COMMISSIONERS AUTHORIZED HY MICHAEL A WARD,PUS VANDERBILT BEACH ROAD EXTENSION SKETCH & DESCRIPTION OF: PROPOSED FEE SIMPLE PARCELI/UAL 6610 Willow Park Drive.Suite 200 Naples.Florida 34109 PARCEL 221 FEE Phone:(239)5978 Nos FAX:(239)597-0578 652 COLLIER COUNTY, FLORIDA ENGINEERING JOB NUMBER REVISION SECTION TOWNSHIP RANGE SCALE DATE DRAWN BY FILE NAME SHEET 060119.06.00 2 33 48S 27E 1" = 120' 4/27/20 maw SK221FEE 1 OF 1