60142-140DE - Project #60142 PROJECT: 60142-W Goodlette-Frank Road SIP(Ph 2)
PARCEL: 140DE
FOLIO: 61945000007
PURCHASE AND SALE AGREEMENT
(Perpetual, Non-Exclusive Drainage Easement)
THIS PURCHASE AND SALE AGREEMENT ("Agreement") is entered into this VI day of/g1°R/( .► ,
2024, by and EDWARD P. CATARSI, a single man, whose mailing address is 1240 Sperling Court, Naples, FL
34103 ("Seller"), and COLLIER COUNTY, a political subdivision of the State of Florida, whose mailing address is
3299 Tamiami Trail East, do County Attorney's Office, Suite 800, Naples, FL 34112 (the"County").
Recitals:
A. Seller owns certain real property in Collier County, Florida, commonly known as 1240.Sperling CT,
Naples, Florida 34103.
B. The County desires to purchase a perpetual, non-exclusive drainage easement(the"Easement")over,
under, upon and across a portion of Seller's property as described in Exhibit"A"attached hereto(the"Property").
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 Easement on the terms and conditions set forth in this Agreement.
2. COMPENSATION.
A. Amount. The compensation payable by the County for the Easement shall be $6,500.00 subject to
prorations, apportionments, and distribution of sales proceeds provided for in this Agreement. No portion of the
compensation is attributable to personal property. In addition, the County shall pay attorney fees in the sum of$990
to Craig D. Blume, P.A., d/b/a Blume& Long Attorneys at Law.
B. Full Compensation. The payment of the net sales proceeds to Seller and attorney fees as stated in
subparagraph A above, payable by County check at Closing (defined below), shall be (i) full compensation for the
Easement, 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 Easement to the County, whether foreseen or unforeseen, including, without limitation,
and to the extent applicable, moving expenses, attorneys' fees, expert witness fees and costs as provided for in
Chapter 73, Florida Statutes.
3. PURPOSE OF EASEMENT. The Easement shall be for drainage and stormwater management
purposes and includes the right to enter upon the Easement to a) construct, operate, maintain, repair, replace and
remove ponds, canals, ditches, swales, earthen berms, rip-rap, retaining walls and other retaining systems, pumps,
underground pipes, irrigation lines, lighting and other electrical facilities, and other types of water control structures
and facilities; b) place, excavate, use, store, plant, remove and dispose of soil, trees, landscaping, and other
materials and improvements, including the removal and disposal of any and all property, real and/or personal, not
owned by the County to the extent it interferes with the County's rights under the Easement, without liability to the
owner of such property; all as deemed necessary or appropriate from time to time by the County; and c)
notwithstanding the rights granted to Grantee herein, Grantee shall not construct any pump or device upon the
Easement which would be a visual obstruction or audible nuisance to Grantor's quiet enjoyment of the Property,
except in the case of an emergency where temporary pumps or other stormwater management devices may be
required to address the emergency.
4. CLOSING DATE: POSSESSION.
A. Closing Date. Seller's conveyance of the Easement 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
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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 items, vacate, and surrender possession of the
Easement to the County at 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. Prior to the Closing Date, Seller shall deliver the following documents to the
County, provided they are provided by the County to Seller, properly executed and in a form approved by the Collier
County Attorney's Office and the Seller(the"Closing Documents"):
(a) Drainage Easement instrument;
(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) Satisfaction, Partial Release, Termination or Subordination from the holder of each mortgage or
other lien open of record encumbering the Property;
(g) Termination, Partial Release, or Subordination of any leases or rental agreements that encumber
the Property;
(h) Termination or Subordination 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 Easement.
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 Easement
instrument 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, Terminations, or Subordinations 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." In the event the
County refuses to pay costs incurred and/or processing fees required by mortgagees and other lien holders, Seller
may elect to terminate this Agreement.
B. Seller's Closing Costs. At Closing, Seller shall pay (i) all state documentary stamp taxes required on
the Easement instrument in accordance with Section 201.01, Florida Statutes, unless the Easement is acquired
under the threat of condemnation, in which case the conveyance is exempt from state documentary stamp taxes; (ii)
any apportionment and distribution of the full compensation amount provided for in this Agreement that 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; and (iii) all taxes and
assessments that are due and payable. Notwithstanding anything else contained herein to the contrary, in the event
any mortgagee, line holder, or other encumbrance holder requires a payoff, paydown, or material consideration for
protection of security interest, Seller may elect to terminate this Agreement at any time prior to the Closing Date.
Seller's termination right according to this section shall not apply in the event the County elects to pay the payoff,
paydown, or consideration required by a lien holder.
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7. IRRIGATION SYSTEM AND MISCELLANEOUS IMPROVEMENTS.
A. Relocation. Seller agrees to relocate existing irrigation, electrical, or other systems located on the
Property, if any, including, but not limited to, irrigation lines, sprinkler valves, electrical wiring, etc. ("Systems"), prior
to the commencement of construction, without any further notification from the County. Seller assumes full
responsibility for the relocation of all Systems and their performance on the remainder property after relocation.
Seller holds the County harmless for any and all possible damage to the Systems in the event Seller fails to relocate
the Systems prior to the commencement of construction.
B. Retention of Improvements. Seller acknowledges that the County has compensated Seller for the
value of all improvements and landscaping ("Improvements") located on the Property, and yet the County is willing
to permit Seller to salvage said Improvements provided same are removed from the Property prior to the
commencement of construction. If Seller elects to retain any Improvements located on the Property, Seller is
responsible for their removal prior to the commencement of construction, without any further notification from the
County. All Improvements remaining on the Property at the time of commencement of construction shall be deemed
abandoned by Seller.
C. This section shall survive Closing and is not deemed satisfied by conveyance of the Easement.
8. INSPECTIONS.
A. Inspections. Following the date of the parties'execution of this Agreement, for a period of twenty(20)
days (the "Inspection Period") 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, building inspections, 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 and shall indemnify and hold Seller harmless for any
damage caused or liability incurred as a result of the County's investigations and 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 Easement 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, during the Inspection Period, 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.
9. SELLER'S ADDITIONAL REPRESENTATIONS AND WARRANTIES. Seller makes the following
additional 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.
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(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 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) 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 to the best of Seller's knowledge.
(f) 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.
(g) Seller has not utilized a real estate broker or agent in connection with Seller's sale of the Easement to
the County and no real estate sales commission is due.
(h) None of the improvements located on the Property encroach upon adjoining properties, and no
improvements located on adjoining properties encroach upon the Property.
10. 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.
11. 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, damage to Seller's
personal property, or other incidents occurring on the Property prior to Closing. The County shall indemnify, defend,
and hold the County harmless from and against all claims and actions asserted against the Seller, and all damages,
losses, liability, penalties, fines, costs, and expenses, including without limitation, attorney fees and court costs,
suffered or incurred by the Seller, arising from (i) the County's representations and warranties in this Agreement or
in any of the Closing Documents if untrue; (ii) the County's failure to perform any of the County's obligations under
this Agreement, irrespective of whether the Seller delivers a written notice of default to the County; or (iii) injuries,
accidents, or damages resulting from the County's agents, representatives, or contractors visiting of the Property.
12. 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.
13. 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.
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.
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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.
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.
Date: 2024 SE 7
ARD P. CATA
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Date: ( 2024 COUNTY:
ATTEST: . p,^1
CRYSTAL'K S1ZE - °fit of the BOARD OF COUNTY COMMISSIONERS
Circuit Co ' : 0 I • er .- COLLIER CO , FLORIDA
By: ' s, ;—_! „_%! By:
Depi C -rk.,_ fittest�s to Chairman's CHR ALL, Chairperson
,,signature only
Api . ed as to form and legality:
I REK D. PERRY, ESQ. ` tk
Assistant County Attorney
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PROPERTY DESCRIPTION TE-ROW Exhibit A 1 40DE
A PARCEL OF LAND LYING IN OFFICIAL RECORDS BOOK 5094, PAGE 1476, OF THE PUBLIC 8/29/22 1 of 1
RECORDS OF COLLIER COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
BEGINNING AT THE SOUTHEASTERLY MOST CORNER OF SAID LANDS, THENCE ALONG THE (OR 2841,
SOUTH LINE OF SAID LANDS SOUTH 89'22'18" WEST, A DISTANCE OF 30.10 FEET TO THE C.)PG
SOUTHWESTERLY MOST CORNER OF SAID LANDS; THENCE ALONG THE SOUTHWEST UNE OF 2734)
SAID LANDS NORTH 40'46'02"WEST, A DISTANCE OF 18.95 FEET; THENCE DEPARTING SAID
SOUTHWEST LINE NORTH 54'48'11" EAST, A DISTANCE OF 22.42 FEET; THENCE NORTH N 73'55'42'. E 0.76' co
—I
EAST, A DISTANCE OF 0.76 FEET TO AN INTERSECTION WITH THE SOUTHEAST (OR 5094,
I
LINE OF SAID LANDS; THENCE ALONG THE SOUTHEAST LINE OF SAID LANDS SOUTH PG 1476) 03
40'46'02" EAST,A DISTANCE OF 35.86 FEET TO THE POINT OF BEGINNING. , F, N
CONTAINING 633 SQUARE FEET, MORE OR LESS. �p0 N,ti N
SAD 4i
NOTES: 4- (OR 5094, CD
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1. BEARINGS SHOWN HEREON REFER TO THE STATE PLANE COORDINATE SYSTEM
PG 1476)
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ESTABLISHED BY THE NATIONAL GEODETIC SURVEY FOR FLORIDA EAST ZONE, 1983 7B 76' U
DATUM WITH 2011 ADJUSTMENT OBTAINED USING RTK GPS OBSERVATIONS ON THE95.�c'•• POB Y FDOT NETWORK AND ARE BASED ON THE SOUTHEAST LINE OF LANDS DESCRIBED IN 4
OFFICIAL RECORDS BOOK 5094, PAGE 1476, OF THE PUBLIC RECORDS OF COLLIER S 89'22'18" W i>>
COUNTY, FLORIDA, AS BEING S 40'46'02" E. 30.10'
2. DIMENSIONS SHOWN HEREON ARE IN U.S. SURVEY FEET AND DECIMALS THEREOF. (OR 2746,
3. THIS SKETCH AND DESCRIPTION IS NQj VAUD WITHOUT THE ORIGINAL SIGNATURE AND PG 2919)
SEAL OR THE DIGITAL SIGNATURE AND DIGITAL SEAL OF A LICENSED FLORIDA
SURVEYOR AND MAPPER. NO ADDITIONS OR DELETIONS TO THIS SKETCH &
DESCRIPTION MAP ARE PERMITTED WITHOUT THE EXPRESSED WRITTEN CONSENT OF 2
THE SIGNING PARTY.
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LEGEND:
POC POINT OF COMMENCEMENT 3
POB POINT OF BEGINNING 0 1 0' 20' 40'
OR PB PLAT OFFICIAL
BO BOOK RECORDS
BOOK SCALE: 1 n = 2O' N DRAWN BY: AHI
PG PAGE(S) THIS PLAN MAY HAVE BEEN ENLARGED OR CHECKED BY: DLS N
REDUCED FROM INTENDED DISPLAY SCALE JOB CODE:li SCALE: CNO15
FOR REPRODUCTION REASONS
1"=20' O
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DATE:25 FEBRUARY 2022
FILE: 21-218-SL
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*THIS IS NOT A SURVEY* SHEET: 1 of 1
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0.Grady Minor and Associates.P.A. EWE SIGNED
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t a l Bonita Springs,Florida 31134 Donald L.Saintenoy 4
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Civil Engineers Land Surveyors Planners . Landscape Architects Date:m'°'°o3
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Cent.of Auth.ER 0005151 Cert.of Auth.LB 0005151 Business IC 26000266 SECTION 22,TOWNSHIP 49 SOUTH,RANGE 25 EAST .moo L.SamENOr A ASM y
&Doha Springs: 239.947.1144 wwo.GradyMlnor.corn Fort Myers: 239.690.4380 COLLIER COUNTY,FLORIDA FLFLICENSE FI 61
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