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Parcel 144 PROJECT: 60168 PARCEL No(s):~' .., FOLIO No(s): 36911080109 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (he Inafter referred to as the 'Agreement") IS made and en1ered into thIs ~day of , 2007, by and between MARIO AND LYNNE GINO, as husband an w~e, whose mailing address is 33 Twist Hills Road, St. James, NY 11780 (hereinafter "Gino"), and COLLIER COUNTY, a political subdivision of the State of Florida. whose mailing address is 3301 Tamiami Trail East, Naples, Florida 34112 (hereinafter referred to as 'Purchaser'). WHEREAS. Purchaser reqUires a fee estate In that certain property located at 760 23'" Street NW. Naples. Florida. 34119-4107. legally described as the East half of Tract No. 17, Golden Gate Estates, Unit No.7, according to the plat thereof as recorded in Plat Book 4, Page 95, of the Public Records of Collier Ceunty. Florida. and Including all structures. buildings or improvements located on the premises (hereinafter "the Property'); and WHEREAS, WATERWAYS JOINT VENTURE IV, a Flonda general partnership, whose mailing address is 15122 Summit Place Circle, Naples. FL 34119-4107 (hereInafter referred to as "Waterways") is currently the fee simple owner of the Property and has entered into a contract for the construction of a reSIdence and ultimate sale of the property to Mario and Lynne Gino; and WHEREAS. Gino made a deposit in the amount of $66,296.50 In accordance with the Contract of Purchase and Sale for the Property dated July 11. 2005, as amended on September 13, 2005. March 15. 2006. and April 27. 2006 (hereinafter referred to as "Centract"): and WHEREAS, Gino has an equitable in1erest in the Property by virtue of the Contract (hereinafter referred to as "Interesf) and deSIres to corrvey ~ Interest to Purchaser, on the terms and conditions set forth herein: and WHEREAS, Purchaser has entered into separate agreement with Waterways for the purchase of the Property; and WHEREAS, Purchaser has agreed to compensate Gino for conveyance of its Interest, but only on the condition that it is able to acquire the Property from Waterways; 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. All of the above RECITALS are true and correct and are hereby expressly incorporated herein by reference as If set forth fully below, and all Exhibits referenced herein are made a part of thiS Agreement. 2. Gino shall convey its Interest to Purchaser for the sum of: $ 165,000.00 sub/act to the apportionment and distribution of proceeds pursuant to Paragraph 9 of this Agreement (saId trensaction hereInafter referred to as the 'Closing"). SaId paymen1 to Gino, payable by County Warrant, shall be full compensation for all of Gino's Interest and shall be full and final settlement of any and all other damages in connection with acquisition of the Property and Gino's Interest by PurChaser, Including all attorneys' fees and costs. ~i ~ Purchase Agreement Page 2 3. Prior to the Closing, Gino shall cause to be delivered to Purchaser the Items specified herein and the following documents and Instruments duly executed and acknowledged, in recordable form (hereinafter referred to as "Closing Documents"): (a) Quitclaim Deed to the Property; (b) Closing Statement; (c) Grantors Non-Foreign, Taxpayer Identification and "Gap" Affidavit; (d) W-g Form: and (e) Such evidence of authority and capacity of Gino and its representetives to execute and deliver this agreement and all other documents required to consummate this transaction. as reasonably determined by Purchaser, Purchaser's counsel and/or title company. 4. Both Gino and Purchaser agree that time is of the essence of this Agreement and that. therefore. Closing shall occur within one hundred twenty (120) days from the date of execution of thIS Agreement by the Purchaser. provided, however. that Purchaser shall have the unilateral right to extend the term of this Agreement pending receipt of such Instruments. properly executed, which either remove or release any and all such liens, encumbrances or qualifications affecting Purchaser's enjoyment of the Property. At Closing, payment shall be made to Gino in that amount shown on the Closing Statement as "Net Cash to Seller," and Gino shall deliver the Closing Documents to Purchaser in a form acceptable to Purchaser. 5. ClOSIng is contingent upon Purchaser obtaIning clear and marketable title to the Property from Waterways. All Closing Documents provided by Gino pursuant to Saction 3 above will be held in escrow by Purchaser until such time as Purchaser and Waterways are prepared and able to close on the Property. In the event Waterways IS unable to convey marketable title or Purchaser is otherwise unable or unwilling to close on the Property wijhln ten (10) deys of having received the Closing Documents from Gino, the Purchaser may termInate this Agreement without penalty. Upon termination GINO will be entitled to liquidated damages as set forth In Paragraph fl. Purchaser shall thereafter return the ClOSIng Documents to Gino. 6. Gino and Purchaser agree to do all thIngs which may be required to give effact to thIS Agreement immediately as such requirement is made known to them or they are requested to do so. whichever is the earlier. 7. Gino is aware and understands that the "offer" to purChase represented by this Agreement is subject to acceptance and approval by the Board of County Commissioners of Cellier Ceunty, Florida. 8. Gino agrees to. represents and warrants the following: (a) Gino has full right, power and authority to enter into and to execute this Agreement. to execute, deliver and perform ~ obligations under this Agreement and the instruments executed in connection herewith, to undertake all actions and to perform all tasks required of Gino hereunder and to consummate the transaction contemplated hereby. (b) Purchase~s acceptance of a deed to the said Property shall not be deemed to be full performance and discharge of every agreement and ~~ >:l " Purchase Agreement Page 3 obligation on the part of Gino to be performed pursuant to the provisions of this Agreement (c) No party or person other than Purchaser has any right or option to acquire the Property or any portion thereof. (d) Until the date fixed for Closing, so long as this Agreement remains in force and effect. Gino shall not encumber or convey any portion of the Property or any rights therein. nor enter into any agreemems granting any person or entity any rights with respact to the Property, without first obtaining the written consent of Purchaser to such conveyance, encumbrance. or agreement which consent may be wijhheld by Purchaser for any reason whatsoever. (e) Aside from the construction contract with Waterway Joint Venture IV, there are no maintenance, construction, advenising, management, leasing, employmen1. service or other contracts affecting the Property. (I) Gino has no knowledge that there are any suits. actions or arbitration, administrative or other proceedings or governmen1a1 Investigations or requirements, formal or informal, existing or pending or threatened which affect the Property or which adversely affact Gino's ability to perform hereunder; nor is there any other charge or expense upon or related to the Property whIch has not been disclosed to Purchaser in writing pnor to the effective date of thiS Agreement. (g) Purchaser is entering Into this Agreement baSed upon Gino's representations stated In this Agreement and on the understanding that Gino will not cause the physical condition of the Property to change from its existing state on the effactive date of this Agreement up to and including the date of ClOSIng. Therefore. Gino 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 physical condition of the Property. (h) The Property and all uses of the Property have been and presen11y are In compliance with all Federal, State and Local environmental laws; that no hazardous substances have been generated, stored, treated or transferred on the Property except as specifically disclosed to the Purchaser. that the Gino has no knowledge of any spill or environmental law Violation on any property contiguous to or In the vicinity of the Property to be sold to the Purchaser, that the Gino has not received notice and otherwise has no knowledge of a) any spill on the Property. b) any eXisting or threatened environmental lien against the Property or c) any lawsuit proceeding or Investigation regarding the generation, storage, treatment, spill or transfer of hazardous substances on the Property. This proviSIon shall survive Closing and IS not deemed satisfied by conveyance of title. 9. Purchaser shall pay to record the Quitctaim Deed. In accordance with the prOVisIons of Section 20 f .Q1 , Florida Statutes, prohibijing paymen1 of documentary stamp taxes by Purchaser. Gino shall pay all documentary stamp taxes required on the instrument(s) of transfer. 10. This Agreement and the terms and proviSIOns hereof shall be effective as of the date this Agreement Is executed by both parties and shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal representatives. successors, successor trustees, and/or assIgnees, whenever the context so requires or admits. ~"J ... v:;:, :} Purchase Agreement Page 4 11. If Purchaser fails to close the transaction contemplated hereby or otherwise fails to perform any of the terms. covenants and conditions of this Agreemen1 as required on the part of Purchaser to be performed, provided GINO is not in default. then as GINO's sole remedy, GINO shall have the right to terminate this Agreement by giving written notice thereof to Purchaser. whereupon $1,500.00 shall be paid to Seller as liquidated damages which shall be Seller's sole and exclusive remedy, and neither party shall have any further liability or obligation to the other. The parties acknowledge and agree that GINO's actual damages In the event of Purchaser's default are uncertain in amount and d~icult 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. f 2. Cenveyance of the Property by Gino is contingent upon no other provisions, conditions, or premises other than those so stated herein; and this written Agreement. Including all exhlb~ attached hereto, shall constitute the entire Agreement and understanding of the parties, and there are no other prior or contemporaneous written or oral agreements, undertakings, promises, warranties, Or covenants not contained herein. No modification, amendment or consensual cancellation of this Agreement shall be of any force or effect unless made In writing and executed and dated by both Gino and Purchaser. f 3. 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 fuli force and effect and not be affacted by such invalidity. 14. This Agreement is governed and construed in accordance with the laws of the State of Florida. !N 'l'ITNESS WHEREOF, the parties hereto have executed thIS Agreement on this ~ day of cn..~ ,2007. A6'2 t'lk.:r:ie<'l\, by BCC pursuant to Flw_l.tieR No. \L,e.,'ldated Property acqUIsition approved \"Y\dJ~ ,JlQ, ..:100'1 . AS TO PURCHASER: DATED' ... {.,;- J - Or ATTEST: !?WIGHT E. BROCK; Clerk ~:tltUA- ~LU~~(, '. .0 Cia Attest..' to Chalnaafl , ..10111tUrt On 1 · .w,( ~.f. ~ Purchase Agreement AS TO OWNER: DATED: I {)r{LG Witness (Signature) ~ .-., r/eJu:cr<- . /),4 /~__ ( j7v'-L-. Witness (Slgnatura) (SIgnature) E//Y UK Cc 5 TiP / Name (Print or Type) Approved as to form and legai sufficiency: Ellen T. Chadwell Assistant Coun1y Attorney , Page 5 J ,v~ r,,,! PURCHASE AGREEMENT THIS AGREEMENT is made and entered into on thIs l-o-rday of 2007, by and between WATERWAYS JOINT VENTURE IV, (hereInafter ferred to as "Seiler"), whose mailing address IS 15122 Summit Place Circle, Naple , FL, 34119- 4107, and COLLIER COUNTY. a politicai subdiVIsion of the State of Florida (hereInafter "Purchaser"), whose mailing address is 3301 Tamiami Trail East, Naples. FL, 34112. WHEREAS, Seiler owns certain Improved real property located at 760 23" Street NW, Naples, Florida. which IS iegally described as the East 11, of Tract 17, Goiden Gate Estates, Unit No.7. according to the plat recorded In Plat Book 4, Page 95-96, of the Public Records of Coilier County, and Includes all structures, buildings, and Improvements located thereon (hereInafter referred to as "Property"); and WHEREAS, Purchaser IS desirous of purchasing the Property in fee SImple; and WHEREAS, Property is currently under contract for the construction of a reSIdence for Lynne and Mario Gino (hereinafter "GINO"), which construction will be halted as a result of thiS Agreement resulting in a partially constructed home; and WHEREAS, GINO, In accordance with a Contract of Purchase and Sale dated July 11, 2005, and amended on September 13, 2005, March 15,2006 and again on . April 27, 2006 (hereinafter "the Contract"), has made a earnest money deposit to Seller In the amount of $66,296.50; and WHEREAS, GINO has agreed to sell to Purchaser all rights and Interest it has In the Property by vIrtue of the Contract (hereinafter "Interest"); and WHEREAS, Seller has likewise agreed to sell and Purchaser has agreed to buy the Property In "as-Is" condition and subject to the terms and conditions set forth below: NOW, THEREFORE, and for and In conSideration of the premises and the respective undertakings of the parties hereinafter set forth and the sum of Ten Dollars ($10.00), the receIpt and suffiCIency of whIch is hereby acknowledged, it IS agreed as follows: 1. AGREEMENT In conSIderation of the purchase pnce 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 $649,398.50 (U.S. Currency) payable at time of closing. ThIS Purchase Price represents the contracted-for price of the Property with GINO less a stop construction credit of $80,415 and less the Deposit In the amount of $66,296.50, which Purchaser will pay directly to GINO under separate agreement. None of the Purchase Price is attributed to any personal property. 3. CLOSING A. The ClOSing (THE "CLOSING DATE", "DATE OF CLOSiNG", OR "CLOSING") of the transaction shall be heid on or before June 29, 2007 unless extended by mutual written agreement of the parties hereto. The ClOSing shall be held at the Collier County Attorney's Office, Administration Building, 3301 Tamlami Trail East, Naples, FlOrida. 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. Page 1 of 10 ~ ~ IN (\-0 l 1,1 At the Closing, the Seller shall cause to be delivered to the Purchaser the items specified herein and the fOllowIng documents and instruments duly executed and acknowledged, In recordable form: 1. Warranty Deed(s) 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, restrrctions or conditions of record. 2. Combined Purchaser-Seller clOSIng statement. 3. A "Grantor's Non-foreIgn, Taxpayer Identification and 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 contempiated by the title Insurance commitment. 4. A W-9 Form, "Request for Taxpayer Identification and Certification" as reqUired by the Internal Revenue Service. 5. Such eVIdence of authority and capacity of Seller and its representatives to execute and deliver thIs Agreement and all other documents required to consummate thIS transaction, as reasonabiy determined by Purchaser's counsel and lor its title company. 6. Waivers and releases from all potentiallienors under Chapter 713, as required by Purchasers counsei and/or its title company. C. Purchaser shall be entitled to possessIon as of closing. Seller shall cap all eXIsting utilities In the house and remove all construction debns from the site prior to ClOSing. The Property shall be delivered to Purchaser free of all litter and personal property as of Closing. Any personal property remaining on the Property as of ClOSIng shall be deemed abandoned by Seller, its agents, contractors, representatives or assigns. D. At the ClOSIng, the Purchaser, or its assignee, shall cause to be delivered to the Seller the follOWing: 1. A negotiable Instrument In an amount equal to Net Cash to Seller on the ClOSing Statement. No funds shall be disbursed to Seller until the Title Company verifies that the state of the title to the Property has not changed adversely Since the date of the last endorsement to the commitment, referenced in "Requrrements and Conditions" below, and that Title Company IS rrrevocably committed to pay the Net Cash to Seller and to Issue the Owner's title pOlicy to Purchaser In accordance with the commitment immediately after the recording of the deed, however, to the extent that release of funds to Seller IS delayed under this paragraph, Seller shall be entitled to Interest from purchaser on the Net Cash to Seller at a rate of Prime plus 2% per annum for any delay beyond the clOSing date. 2. Funds payable to the Seller representing the cash payment due at ClOSing In accordance hereof, shall be subject to adjustments and pro. rations as hereinafter set forth. E. Purchaser shall pay Seller's attorneY's fees In the amount of $4,250.00. Seller shall pay at Ciosing all documentary stamp taxes due relating to the recording of the Warranty Deed, in accordance with Chapter 201.01, Flonda Statutes, and the cost of recording any Instruments necessary to clear Seller's title to the Property. The cost of the Owner's Form B Title Poi icy. Issued pursuant to the Commitment provided for in Article 8 below, Page 2 of 10 ~ A ,~l I~.l~ and the Commitment shall be paid by Purchaser. Purchaser shall pay for the cost of recording the Warranty Deed. F Property taxes shall be prorated through the date of Closing based on the current year's taxes with due allowance made for maximum allowable discount, homestead and any other applicable exemptions and paid by Seller. If ClOSing occurs at a date which the current year's millage IS not fixed, taxes will be prorated based upon such prior year's millage. 4. CONDITION OF PROPERTY DISCLOSURES Seller IS selling property In an "AS-IS" condition. Seller represents that it knows of no facts or conditions materially affecting the vaiue of the Property which are not readily observable by Purchaser and which have not been prevIously disclosed to Purchaser by Seller In writing. 5. REQUIREMENTS AND CONDITIONS FOR CLOSiNG. Upon execution of thIS Agreement by both parties or at such other time as specified withIn thiS Article, Purchaser and/or Seller, as the case may be, shall perform In accordance with the foilowing conditions and within the times stated, whIch requirements shall be conditions precedent to the ClOSing: A. WithIn fifteen (15) days after the date hereof, Purchaser shall obtaIn as eVidence of title an AL TA Commitment for an Owner's Title Insurance Policy (AL TA Form B-1970) covering the Property, together with hard copies of all exceptions shown thereon. Purchaser shall have thirty (30) days, follOWing receipt of the title Insurance commitment. to notify Seller in writing of any objection to title other than liens evidenCing monetary obligations, which will be paid at clOSIng. If the titie commitment contains exceptions that make the title unmarketabie, Purchaser shall deliver to the Seller written notice of its Intention to waive the applicable contingenCies or to terminate thIS Agreement. B. If Purchaser shall fail to adVise the Seller In writing of any such objections In Seller's title in the manner herein reqUired by this Agreement, the title shall be deemed acceptable. Upon notification of Purchaser's objection to title, Seller shall have thirty (30) days to remedy any defects In order to convey good and marketable titie, except for liens or monetary obligations which will be satisfied at ClOSing. Seiler, at its sole expense, shall use its best efforts to make such title good and marketable. In the event Seller IS unabie to cure said objections withIn said time period, Purchaser, by providing written notice to Seller within seven (7) days after expiration of said thirty (30) day period, may accept title as it then IS, waiving any objection, or Purchaser may terminate the Agreement without penalty. C. Seller agrees to furnish any eXisting surveys of the Property in Seller's possession 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 Fiorlda. No adjustments to the Purchase Price shall be made based upon any change to the total acreage. If the survey shows (a) an encroachment on the Property, or (b) that an Improvement located on the Property projects onto the lands of others; or (c) lack of legal access to a public roadway (hereinafter "Title Defects"), the Purchaser shall notify Seller In writing of such encroachment, proJection, or lack of legal access and Seiler will have the option of curing such Title Defect. Purchaser shall have Sixty (60) days from the Effective Date of thiS Agreement to notify Seller In writing of any Title Defects. If Seller elects to cure the Title Defect(s), it will have SIXty (60) days to do so. If Seller IS unabie or elects not to cure the Title Defects within this time period, Purchaser, by proVIding written notice to Seller within seven (7) days after expiration of the 60-day period, may accept the Property as it IS, waivIng any objection hereunder, or may terminate the Agreement without penalty. D. The sale of thIS Property IS conditioned upon the acqUisition of Gino's interest. AIi ClOSIng Documents provided by Waterways pursuant to Section 3 above will be i~ Page 3 of 10 ,",' ;. f\~,i)1 f" held In escrow by Purchaser until such time as Purchaser and Gino are prepared and able to close on the Property. In the event Purchaser IS unable to close on Gino's Interest within the time frame set forth In Paragraph 3 (A) above, either party may terminate this Agreement without penalty. If either party termInates pursuant to thIs paragraph. Purchaser shall thereafter return the Closing Documents to Waterways. 6. INSPECTION PERIOD A Purchaser shall have thirty (30) days from the Effective Date of this Agreement to Inspect the Property and Improvements thereon to determine through appropriate Investigation that: 1. The Property can be developed without abnormal demucking, soil stabilization or foundations, excessive drainage reqUirements, wetiands mitigation requirements or hazardous waste clean-up. 2. The Property IS In compliance with all local law and state iaws and regulations. 3. The Property can be utilized for its Intended purpose. B. If Purchaser IS not satisfied, for any reason whatsoever, with the results of any investigation, Purchaser may elect to terminate thIS Agreement without penalty, but must deiiver to Seller prior to the expiration of the Inspection Period, written notice of its Intention to terminate. If Purchaser fails to notify the Seller in writing of its specific objection within the Inspection Period, it shall be deemed that the Purchaser IS satisfied with the results of its investigations and the contingenCies of thIS Article VI shall be deemed waived. C. Purchaser and its agents, employees and servants shall, at the" own risk and expense, have the right to go upon the Property for the purpose of surveying and conducting site analyses. soil bOrings and all other necessary investigation. Purchaser shall, In performing such tests, use due care not to alter the condition of the Property. Seller shall be notified by Purchaser no less than twenty four (24) hours prior to saId Inspection of the Property. D. Purchaser shall be entitled to a Walk-Through Inspection within 36 hours of the ClOSing In order to confirm that the phYSical condition of the Property has not changed since the Effective Date of thIS Agreement, that all Improvements located thereon remaIn In the same condition as of the Effective Date and that the Property has been cleared of all construction debris, litter and personal property. Purchaser will gIve Seller at ieast 24-hour notice before conducting its Walk- Through inspection. 7. TERMINATION AND REMEDIES A If Seller shall have failed to perform any of the covenants and/or agreements contained herein which are to be performed by Seller within ten (10) 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 this Agreement by gIvIng written notice thereof to Purchaser, whereupon $2,750.00 shall be paId to Seller as liqUidated damages which shall be Seller's soie and exclusive remedy, and neither party ) Page 4 of 10 ~'" ~ "'i:::; ,-" ~ ~,o, ~.t shall have any further liability or obligation to the other except as set forth In Article 10 (Real Estate Brokers). The parties acknowledge and agree that Seller's actual damages in the event of Purchaser's default are uncertaIn in amount and difficult to ascertaIn, and that said amount of liquIdated damages was reasonably determIned by mutual agreement between the parties, and said sUm was not Intended to be a penalty In nature. C. The parties acknowledge that the remedies described herein and In the other provIsions of thIs Agreement prOVIde mutually satisfactory and sufficient remedies to each of the parties, and take Into account the peculiar risks and expenses of each of the parties. 8. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES Seller Intends for Purchaser to rely on the representations contained in thIs Article and Seller agrees to perform 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 contempiated 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 rn connection herewith, and to consummate the transaction contemplated hereby. All necessary authOrizations and approvals have been obtained by Sellers and certified copIes of such approvals shall be delivered to Purchaser, if required by the title company Insuring title. C. The warranties set forth In this paragraph shall be true on the date of thIs Agreement and as of the date of Closrng. Purchaser's acceptance of a deed to the 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 thIs Agreement D. Owner and Purchaser agree to do all thrngs 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 governmentai 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 There are no pending options to purChase or sales contracts pertainIng to the subject Property except that the Contract between Seller and GINO, and no party other than Purchaser or GiNO has any nght or option to acqurre the Property or any portion thereof G. Until the date fixed for ClOSing, so long as this Agreement remains in force and effect, Seller shall not encumber or convey any portion of the Property or any nghts therern, nor enter Into any agreements granting any person or entity any rights with respect to the Property or any part thereof, without first obtalnrng 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 there are no rnclnerators, or cesspools on the Property; to the best of seller's knowledge, Seller represents that It has no knowledge that any pollutants are or have been discharged from the Property, directly or indirectly Into any body of water. To the best of seller's knowledge, Seller I f\ Page 5 of 10 represents the Property has not been used for the production, handling, storage, transportation, manufacture or disposal of hazardous or toxic substances or wastes, as such terms are defined In applicable laws and regulations, or any other activity that would have toxic results, and to the best of seller's knowledge, no such hazardous or tOXIC substances are currenlly 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 it has no knowledge that there IS ground water contamination on the Property or potential of ground water contamination from neIghboring properties. To the best of seller's knowledge, Seller states that no storage tanks for gasoline or any other substances are or were located on the Property at any time during or pnor 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 Seller's operations concerning the Property are In violation of any applicable Federal, State or local statute, iaw or reguiation, or of any notice from any governmental body has been served upon Selier claIming any vIolation of any law, ordinance, code or regulation or requinng or carling 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 restnctions, easements or nghts of way (other than existing zonIng regulations) that restnct 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 therefor. proposals for public Improvement assessments, pay-back agreements, paving agreements, road expansion or Improvement agreements, utility moratoriums, use moratonums, improvement moratoriums, admmistrative 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 abiiity to perform hereunder; nor IS there any other charge or expense upon or related to the Property whIch has not been disclosed to Purchaser in writing prior to the effective date of thIS Agreement L. Seller acknowledges and agrees that Purchaser IS entering into thIS Agreement based upon Seller's representations stated above and on the understanding that Seller will not cause the zoning or physical condition of the Property to change from its eXIsting state on the Effective Date of thiS Agreement up to and Including the Date of ClOSing. Therefore, Seller agrees not to enter Into any contracts or agreements pertainIng to or affecting the Property and not to do any act or omit to perform any act which would change the zOning or phYSIcal condition of the Property or the governmental ordinances or laws governmg 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 promuigated by any third parties or any governmental authorities haVing JuriSdiction of the development of the property which may restncl or change any other condition of the Property. M. Seller represents, warrants and agrees to Indemnify, reImburse, defend and hold Purchaser harmless from any and all costs (including attomey'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 1 980, 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 Page 6 of 10 ~~ ) ~~ any amendments or successor In function to these acts. ThIs provIsion and the rights of Purchaser, hereunder. shall survIve Closing and are not deemed satisfied by conveyance of title. 9. NOTICES Any notice, request, demand. instruction or other communrcation to be given to either party hereunder shail be In writing, sent by registered, or certified mail, return receIpt requested, postage prepaId, or by facsimile with automated confirmation of transmissIon or personal delivery, addressed as follows: If to Pu rchaser: Transportation Engineering & Construction Management Attn: Lorraine Lantz, Right-of-Way Acquisition Section 2885 South Horseshoe Drive Naples, FlOrida 34104 Telephone 239-213.5843 Fax 239-530-6646 With a copy to: Ellen T. Chadwell AssIstant County Attorney Office of the County Attorney Harmon Turner Building 3301 Tamiami Trail East Naples, FlOrida 34112 Telephone 239-774-8400 Fax 239-774-0225 If to Seiler: Matthew Jackson Goodlette, Coleman & Johnson, PA 4001 Tamlami Trail North Suite 300 Napies, FL 34103 Telephone: 239-435.3535 Fax: 239-435-1218 With a copy to: Richard Davenport Waterways JOint Venture iV 15122 Summit Place Circle Naples, FL 34119-4107 Telephone: 239.352-6610 Fax: 239.352-1460 The addressees, addresses and numbers given for the purpose of thIS Articie may be changed by either party by givIng written notice of such change to the other party in the manner provided herein. For the purpose of changing such addresses, addressees or numbers, unless and until such written notice is received, the last addressee and respective address or numbers stated herein shall be deemed to continue in effect for all purposes. Notice shall be deemed gIven In compliance with this Article upon receipt of automated fax confirmation, phYSical delivery or upon the fifth day after certified or regIstered mail has been postmarked. 10. REAL ESTATE BROKERS Any and all brokerage commiSSIons or fees shall be the sole responsibility of the Seller. Seller shall indemnify Purchaser and hold Purchaser harmless from and agaInst any claIm or liability for commission or fees to any broker or any other person or party cialming to have been engaged by Seller as a real estate broker, salesman or representative, in connection with this Agreement. Seller agrees to pay any and all commissions or fees at Closing. Page 7 of 10 '1i ) ~~ 11. MISCELLANEOUS A. ThIs Agreement may be executed in any manner of counterparts which together shall constitute the agreement of the parties. B. ThIs Agreement and the terms and provisions hereof shall be effective as of the Effective Date and shall Inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal representatives, successors, successor trustee, and assIgnees whenever the context so requires or admits. C. Any amendment to thiS Agreement shall not bind any of the parties hereof unless such amendment IS In writing and executed and dated by Purchaser and Seller. Any amendment to thIS Agreement shall be bInding upon Purchaser and Seller as soon as it has been executed by both parties. D. Captions and section headings contained in thIS Agreement are for convenience and reference only; in no way do they define, describe, extend or limit the scope or Intent of thIS Agreement or any prOVisions hereof. E. All terms and words used In thiS Agreement, regardless of the number and gender In which used, shall be deemed to Include any other gender or number as the context or the use thereof may require. F No waIver of any provisIon of thiS Agreement shall be effective unless it is In writing Signed by the party agaInst whom it IS asserted, and any waiver of any provIsion of thIS Agreement shall be applicable only to the specific Instance to whIch it IS related and shall not be deemed to be a continUing or future waiver as to such prOVision or a waiver as to any other provision. G. If any date specified In thIS Agreement falls on a Saturday, Sunday or legal holiday, then the date to which such reference IS made shall be extended to the next succeeding bUSiness day. H. Seller IS aware of and understands that the "offer" to purchase represented by thIS Agreement IS subject to acceptance and approval by the Board of County Commissioners of Collier County, Florida. L If the Seller holds the Property in the form of a partnership, limited partnership, corporation, trust or any form of representative capacity whatsoever for others, Seller shall make a written public disclosure, according to Chapter 286, Florida Statutes, under oath, of the name and address of every person haVIng a beneficial Interest In the Property before Property heid in such capacity is conveyed to Collier County. J. ThIS Agreement shall be governed in accordance with the laws of the State of Florida. K. The "Effective Date" of thIS Agreement wili be the date of execution of this Agreement by the last signing party. L. ThiS Agreement contains the entire understanding between the parties; there are no promises, representations, warranties or covenants by or between the parties that are not Included In this Agreement. M. TIME IS OF THE ESSENCE In thIS Agreement. Page 8 of 10 ~~ ;\ 'Lf I ~ IN WITNESS WHEREOF, the parties hereto set forth their hands seals. ProJect/Acquisition Approved by Bee Or] S/ ;l;;/rYl Age.~ I U iY\ l f.t;f:, 7. AS TO PURCHASER: DATED--1../ 1/ b 7- " ~) , ' . , ATTEST: DWIGHT E. BROCK, Cierk BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA. BY di:~~ l>~~ (1Hl ~U~~1A.0L , ......... ' D ty Clerk ....~" . t~n ~ ~fgnature on 1" AS TO SELLER: h DATED: r;;J: 07 I ; WITNESSES: '1fLd0~ (Signature) WATERWAYS JOINT VENTURE IV, a Fiorlda general partnership ~1('~l..Gor (,;.~Y (prmted Name) BY: Waterways at Hibiscus, Ltd., a FlOrida limited partnership, a general partner BY: Waterways Deveiopment, In ,a Flonda corporation. its genera artner ~~ur.ryLA c.'f.k>'f G~6>U.sL.( (Pnnted Name) BY: WITNESSES: <-/(~ (Sjgna~ ~l~"", GA~~w"" (Pnnted Name) i . j. (Printed Name) Page 9 of 10 ~\~ 0.' WITNESSES: ~~i:~ ~\ c.oloco. (;b.s....b.IiJA.'1 (Pnnted Name) Approved as to form and legal sufficiency: ~~l/~ ~ Ellen T. Chadwell AssIstant County Attorney BY: DESN I, INC.,a general partner //tflh BY: /;/ t-' DAT: tdZ'i i~; _/'eSident Page10of10 Ii ~~ ~ ....