Parcels 114FEE, 115FEE, 116FEE, 117FEE, 118FEE & 119FEE DigiSign Verified: 3EBDBF20-74E5-46BB-9AF5-6BE41 EB8975B
PROJECT: 60246 — Lake Park Flow Way
PARCEL: 114FEE, 115FEE, 116FEE, 117FEE, 118FEE, 119FEE
FOLIO: 00766160006, 00766080005, 00764400001,
00766120004, 00760040009, 00767200004
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT ("Agreement") is entered into this 12 day of
July , 2022, by and between MJW PROPERTY HOLDINGS II, LLC, a Florida limited liability �,n
company, whose mailing address is 5400 Bates Street, Seminole, FL 33772 and SECNARF LLC, a Florida
limited liability company, whose mailing address is 6 Wing Road, New Canaan, CT 06840 (collectively
"Seller"),and COLLIER COUNTY, a political subdivision of the State of Florida,whose mailing address is 3299
Tamiami Trail East, c/o County Attorney's Office, Suite 800, Naples, FL 34112 (the"County").
Recitals:
A. Seller owns certain real property in Collier County, Florida, consisting of vacant land, legally
described in Exhibit"A" attached hereto and incorporated herein by reference (the"Property").
B. The County desires to purchase the Property from Seller, and Seller desires to sell the Property
to the County.
NOW THEREFORE, the parties agree as follows:
1. AGREEMENT TO SELL AND PURCHASE. Seller hereby agrees to sell, and the County hereby
agrees to purchase the Property on the terms and conditions set forth in this Agreement.
2. COMPENSATION.
A. Amount. The compensation payable by the County for the Property shall be$1,850,000, subject
to prorations, apportionments, and distribution of sales proceeds provided for in this Agreement. No portion
of the compensation is attributable to personal property.
B. Full Compensation. The payment of the net sales proceeds to Seller, payable by County check
at Closing (defined below), shall be (i) full compensation for the Property, including, without limitation, all
improvements located on the Property as of the date of this Agreement; and (ii) full and final settlement of all
other damages and expenses suffered or incurred by Seller in connection with Seller's conveyance of the
Property to the County, whether foreseen or unforeseen, including, without limitation, and to the extent
applicable, attorneys' fees, expert witness fees and costs as provided for in Chapter 73, Florida Statutes.
3. PUBLIC DISCLOSURE. If Seller holds title to the Property in the form of a partnership, limited
partnership,corporation,trust,or any form of representative capacity whatsoever for others, Seller shall, before
the full execution of this Agreement, make a written public disclosure, according to Section 286.23, Florida
Statutes, under oath, subject to the penalties prescribed for perjury, of the name and address of every person
having a beneficial interest in the Property before the Property is conveyed to the County. The foregoing
notwithstanding, (i) if Seller is a corporation registered with the Federal Securities Exchange Commission or
registered pursuant to Chapter 517, Florida Statutes,whose stock is for sale to the general public, it is exempt
from the provisions of Section 286.23, Florida Statutes,and(ii)the names and addresses of persons or entities
holding less than 5 percent of the beneficial interest in the disclosing entity are not required to be disclosed.
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4. CLOSING DATE; POSSESSION.
A. Closing Date. Seller's conveyance of the Property to the County (the "Closing") shall occur
within 30 days of the County's receipt of all properly executed Closing Documents (defined below). TIME IS
OF THE ESSENCE. The Closing shall take place at the offices of the County's Transportation Engineering
Division, 2885 Horseshoe Drive South, Naples, Florida 34104.
B. No Adverse Changes; Risk of Loss. The County's obligation to close shall be contingent upon
the County having determined that, between the date that the County completes its due diligence investigations
and inspections under this Agreement and the Closing, there shall have been no adverse changes in the title,
physical condition of the Property, or other matters previously approved by the County. Between the date of
the parties' execution of this Agreement and the Closing, risk of loss shall be borne by Seller. If the Property
is damaged prior to Closing, excluding damage caused by the County, Seller shall repair and restore the
Property at Seller's expense.
C. Possession. Seller shall remove Seller's personal property, vacate, and surrender possession
of the Property to the County at Closing. Seller, at its sole expense, and to the extent applicable, shall pay all
utility expenses(e.g., electricity, gas,water, sewer, phone, internet, cable), maintenance and repair expenses,
cost of pest control, landscaping, security, and other routine services, and all other expenses associated with
the Property that accrue through the date of Closing. Seller shall leave the Property free of all personal property
and debris and in substantially the same condition as exists on the date of Seller's execution of this Agreement.
The County shall have the right to inspect the Property prior to Closing.
5. CLOSING DOCUMENTS. As soon after the parties' execution of this Agreement as is possible,
Seller shall (i) provide the County with a copy of Seller's property survey and title insurance policy for the
Property, if any, and (ii) deliver the following documents to the County, properly executed and in a form
approved by the Collier County Attorney's Office (the"Closing Documents"):
(a) Warranty Deed;
(b) Closing Statement;
(c) Affidavit of Title;
(d) Form W-9 (Request for Taxpayer Identification Number and Certification);
(e) Evidence of legal authority and capacity of the individual executing this Agreement on behalf of
Seller to execute and deliver this Agreement and the Closing Documents;
(f) A Satisfaction, Release, or Termination from the holder of each mortgage or other lien open of
record encumbering the Property;
(g) Evidence of termination of any leases or rental agreements that encumber the Property;
(h) A termination or vacation of any existing easement that encumbers the Property, if required by
the County; and
(i) Such other documents as the County or title company deems necessary or appropriate to clear
title to the Property.
Following the Closing, Seller shall execute any and all additional documents as may be requested by the
County or title company to correct clerical errors, clear title, or otherwise carry out the intent of the parties.
6. CLOSING COSTS AND DEDUCTIONS.
A. Countv's Closing Costs. At Closing, the County shall pay (i) the recording fees to record the
conveyance instrument(s) and any curative instruments required to clear title; and (ii) the cost of an owner's
policy of title insurance if the County elects to obtain one. Additionally,the County may elect to pay reasonable
costs incurred and/or processing fees required by mortgagees or other lien holders in connection with the
delivery of properly executed Satisfaction, Releases, or Terminations of any liens open of record encumbering
the Property. The County shall have sole discretion as to what constitutes"reasonable costs and/or processing
fees."
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B. Seller's Closing Costs. The Property is being acquired under threat of condemnation and the
conveyance is therefore exempt from state documentary stamp taxes. At Closing, Seller shall pay (i) the cost
of discharging any outstanding mortgages and other indebtedness secured by a lien on the Property; (ii) all
taxes and assessments that are due and payable; (iii)the full amount of condominium/homeowner association
special assessments and governmentally imposed liens or special assessments (other than CDD/MSTU
assessments)which are a lien or a special assessment that is certain as to the identity of the lienor or assessor,
the property subject to the lien or special assessment, and the amount of the lien or special assessment; and
(iv)any real estate sales commissions or other related costs due. If the Property is located within a Community
Development District("CDD") or Municipal Service or Benefit Taxing Unit("MSTU"), the County shall assume
any outstanding capital balance.
C. Prorations. The following items shall be prorated as of the date of Closing, with the County
entitled to the date of Closing: (i) ad valorem and non-ad valorem taxes based upon the most current
assessment available, without discount, provided that if the current year's tax bill is not yet available, but a
TRIM Notice has been issued,the ad-valorem taxes shall be prorated based upon the amount set forth therein;
(ii) condominium/homeowner association assessments (other than those required to be paid in full under
subparagraph B of this paragraph), and (iii) CDD/MSTU operating and maintenance assessments.
7. INSPECTIONS.
A. Inspections. Following the date of the parties' execution of this Agreement, the County shall
have the right, at its sole cost and expense, to conduct whatever investigations and inspections of the Property
that it deems appropriate, including, without limitation, a title examination, property survey, appraisal,
environmental assessments, engineering studies, soil borings, determination of compliance of the Property
with applicable laws and the like. Seller shall provide the County with reasonable access to the Property to
conduct on-site inspections. The County shall promptly repair any damage to the Property caused by such
on-site inspections. County employees and consultants shall be liable for their own safety while conducting
inspections.
B. County's Right to Terminate. Notwithstanding anything in this Agreement to the contrary, the
County's obligations under this Agreement to acquire the Property are contingent upon the County's
satisfaction with the Property, including, without limitation, as revealed by the County's investigations and
inspections as set forth herein. If, prior to the Closing, the County identifies any objectionable matters and
determines that such objections cannot be resolved to the County's satisfaction through reasonable diligence,
within a reasonable period of time, and at a reasonable cost, all as determined by the County in its sole
discretion, the County shall have the right to terminate this Agreement by written notice to Seller, whereupon
neither party shall thereafter have any rights or obligations under this Agreement. The County may, but shall
not be required to, provide Seller with an opportunity to rectify such objections.
8. SELLER'S REPRESENTATIONS AND WARRANTIES. Seller makes the following
representations and warranties on the date of Seller's execution of this Agreement, and shall be deemed to
have repeated same at Closing:
(a) Seller is the sole owner of fee simple title to the Property and has full right, power, and authority
to own and operate the Property, to execute this Agreement, and to fulfill Seller's obligations
under this Agreement and the Closing Documents.
(b) No tenant or other party has any right or option to acquire the Property or to occupy the Property,
or, if applicable, Seller shall disclose same to the County in the applicable Closing Documents.
(c) Seller's title to the Property is free and clear of all mortgages and other liens and encumbrances,
except as may be disclosed in the title commitment, title report, or attorney title opinion obtained
or to be obtained prior to the Closing.
(d) Between the date of Seller's execution of this Agreement and the Closing, Seller shall not do
anything to encumber the title to the Property, or convey the Property to a third party, or grant
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to any third party any rights of any kind with respect to the Property, or do anything to change
or permit to be changed the physical condition of the Property,without in each instance obtaining
the County's prior written consent, which may be granted or withheld in the County's sole
discretion.
(e) No maintenance,construction,advertising, management, leasing,employment, service, or other
contracts affecting the Property shall remain in effect following the Closing.
(f) There are no governmental proceedings or investigations of any kind, formal or informal, civil or
criminal, pending or threatened, that may affect the Property or adversely affect Seller's ability
to perform Seller's obligations under this Agreement.
(g) The Property is in compliance with all federal, state and local laws, including, without limitation,
environmental laws; no unsafe levels of radon, mold, lead, or other pollutants or hazardous
substances have been used, generated, stored, treated, or removed from the Property, nor is
there any lawsuit, proceeding, or investigation regarding same; the Property has never been
used as a landfill, and there are no underground storage tanks on the Property; there has been
no spill, contamination, or violation of environmental laws pertaining to any contiguous property;
and Seller has not received notice and otherwise has no knowledge of any existing or threatened
environmental lien against the Property.
(h) Seller has utilized a real estate broker or agent in connection with the Seller's sale of the of the
Property to the County and is solely responsible for payment of all commissions and fees related
thereto.
(i) None of the improvements located on the Property, if any, encroach upon adjoining properties,
and no improvements located on adjoining properties encroach upon the Property.
9. DEFAULT; REMEDIES. If either party fails to perform any of its obligations under this Agreement
and fails to cure such failure within 15 days after receiving written notice thereof from the non-defaulting party,
the non-defaulting party shall have the right to terminate this Agreement by giving written notice of termination
to the defaulting party; without limitation of any other rights and remedies available to the non-defaulting party
at law or in equity, including,without limitation,the right to seek specific performance, and to recover damages,
including attorney fees and court costs, in connection with such default; all rights and remedies being
cumulative.
10. INDEMNIFICATION; WAIVER OF CLAIMS. Seller shall indemnify, defend, and hold the County
harmless from and against all claims and actions asserted against the County, and all damages, losses,
liability, penalties, fines, costs and expenses, including, without limitation, attorney fees and court costs,
suffered or incurred by the County, arising from (i) Seller's representations and warranties in this Agreement
or in any of the Closing Documents if untrue; or(ii) Seller's failure to perform any of Seller's obligations under
this Agreement, irrespective of whether the County delivers a written notice of default to Seller; or(iii) injuries,
accidents or other incidents occurring on the Property prior to Closing.
11. NOTICES. All notices given by either party to the other under this Agreement shall be in writing
and shall be personally delivered, or delivered by a traceable courier, or mailed by U.S. certified mail, to the
parties at their respective addresses set forth in the introductory paragraph of this Agreement, or such other
address as may be specified by either party from time to time by written notice to the other party. Notices shall
be deemed given on the date of receipt if personally delivered, or delivered by courier, or 3 days after mailing.
12. GENERAL PROVISIONS.
A. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the
parties and their respective heirs, executors, personal representatives, successors and permitted assigns.
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B. Assignment. The parties shall not assign any rights or obligations under this Agreement to a
third party without the prior written consent of the other party.
C. Entire Agreement. This Agreement constitutes the entire agreement of the parties as pertains
to the subject matter hereof, and there are no prior or contemporaneous written or oral agreements,
undertakings, promises, warranties, or covenants not contained herein.
D. Amendments. All amendments to this Agreement must be in writing and signed by both parties.
E. Time Periods. If any deadline or expiration of any time period provided for hereunder falls on a
Saturday, Sunday or legal holiday, such deadline or expiration shall be extended to the following business day.
F. Survival. All provisions of this Agreement that are not, or by their nature cannot be, performed
prior to the Closing, including, without limitation, Seller's representations, warranties, indemnity obligations,
shall survive the Closing.
G. Severability. If any provision of this Agreement is determined to be legally invalid or
unenforceable, such provision shall be severed from this Agreement, and the remaining provisions of this
Agreement shall remain in full force and effect.
H. No Waiver. No party shall be deemed to have waived its right to enforce any specific provision
of this Agreement unless such waiver is in writing. Any such written waiver shall be applicable only to the
specific instance to which it relates and shall not be construed as a continuing waiver as to future instances or
as a waiver of any other provision.
I. Governing Law; Venue. This Agreement shall be governed and construed in accordance with
the laws of the State of Florida. All disputes arising under this Agreement shall be brought solely in the courts
in Collier County, Florida, and the parties hereby agree to said venue.
Signatures appear on following page
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IN WITNESS WHEREOF, the parties have executed this Agreement on the dates indicated below,
effective as of the date this Agreement is executed by the County.
07-13-2022
Date: , 2022 SELLER:
07-12-2022
MJW PROPERTY HOLDINGS II, LLC,
a Florida limited liability company
By: Avirah ,�'�cva-a-
Susan A. Sousa, Managing Member
SECNARF LLC,
a Florida limited liability company
By: ( .-v_.--
Karen Z. Sneirson, Manager
H
Date: 5EPr• 13?— , 2022 COUNTY:
ATTEST:
CRYSTAL yl:;t 1N l,., Clerk of the BOARD OF CO I". • • 'i SSIONERS
Circuit Oourt•8&'Comptr011er COLLIER r, FLORIDA
=Ai 1/1111.
By'. 4( . By. •
-Deputy Cler1s.` , ' Willi./ L. McDaniel, Jr., Chairperson
,ttest" S t° . ai, an
p oved to f a legality:
Derek D. Perry-
Assistant County Attorney
Last Revised 5/13/22
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EXHIBIT "A"
Parcel 114FEE; Folio #: 00766160006,
The East%of Lot 4: Beginning at Northwest corner of Section 20, Township 51 South, Range 89 East,
Collier County, Florida, for South 89° 09'40" East 1324.23 feet to concrete monument, then South 0° 08'40"
West 1193.0 feet to concrete monument being Point of Beginning: Then North 89° 27'40"West 331.71 feet
to concrete monument, then South 0° 10' 30"West 330.0 feet to concrete monument, then South 89° 27'40"
East 331.89 feet to concrete monument, then North 0° 08'40" East 330.0 feet to Point of Beginning.
Parcel 115FEE; Folio #: 00766080005
The East%of Lots 2 and 3: Beginning at Northwest corner of Section 20, Township 51 South, Range 27
East, Collier County, Florida. Run South 89° 09'40" East 1324.23 feet to concrete monument, then South 0°
08'40"West 533.0 feet to concrete monument, being Point of Beginning: Then South 0° 09'40"West 660.0
feet to concrete monument, then North 89° 27'40"West 316.71 feet to concrete monument, then North 0°
10' 30" East 660.0 feet to concrete monument, then South 89° 27'40" East 316.35 feet to Point of Beginning.
Parcel 116FEE; Folio #: 00764400001
Beginning at a concrete monument being the Northwest corner of the Northeast %of the Northwest %,
Section 20, Township 51 South, Range 27 East, Collier County, Florida; thence North 0° 06'40" East 337.72
feet to a concrete monument, thence South 53°40' 50" East along Southerly Right-of-way of Highway No.
41,390.68 feet to a concrete monument; thence South 36° 19' 10"West 400.0 feet to a concrete monument;
thence South 53°40' 50" East 700.0 feet to iron stake, thence South 36° 19' 10"West 19.66 feet to a
concrete monument; thence South 0° 05'West along Westerly Right-of-way of Road, 222.61 feet to a
concrete monument; thence North 89° 27'40"West, 301.57 feet to a concrete monument; thence South 0°
06' 50"West 330.05 feet to a concrete monument; thence North 89° 02'40"West 331.67 feet to a concrete
monument; thence North 0° 08'40" East 330.0 feet to an iron Stake; thence North 0° 08'40" East 705.19
feet to a concrete monument; thence North 0° 08' 40" East 157.81 feet to Point of Beginning.
Parcel 117FEE; Folio#: 00766120004
The East%of Lot 1 and parcel to North; Beginning at Section corner 17, 18, 19 and 20, Township 51 South,
Range 27 East, Collier County, Florida; Run South 89° 09'40" East 1324.23 feet to concrete marker, being
Point of Beginning: South 0° 08'40"West 533.0 feet to concrete marker, then North 89° 27'40"West 331.35
feet to concrete marker, then North 0° 10' 30" East 411.52 feet to concrete marker, then North 36° 04'20"
East 564.25 feet to concrete marker on South Right-of-way U.S. 41, then South 0° 08'40"West 337.72 feet
to concrete marker being Point of Beginning.
Parcel 118FEE; Folio#: 00760040009
Section corner 17, Township 51, Range 27; Beginning Southeast corner of Southwest %, of Southwest Y4,
North 337.72 feet, Southeast along Trail Right-of-way 390.68 feet, Southwest to section line, West along
section line to Point of Beginning. 1.22 acres as described in O.R. Book 968, Page 605, Collier County,
Florida.
Parcel 119FEE; Folio#: 00767200004
Beginning at the corner of Sections 17 and 20, Township 51 South, Range 27 East, Collier County,
Florida, run South 0° 01' 20"West 615.43 feet to a concrete marker on the South Right-of-way line of U.S.
41, thence North 53°40' 50"West along the South Right-of-way line for 1251.32 feet to a concrete marker
being the Point of Beginning: thence South 36° 19' 10"West 400.0 feet to an iron pin, thence South 53°40'
50" East 300.0 feet to an iron pin, thence North 36° 19' 10" East 400.0 feet to an iron pin, thence North 53°
40' 50"West 300.0 feet to a concrete marker being the Point of Beginning.
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