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Parcel 136 PURCHASE AGREEMENT (Extended Possession of Improved Property) Santa Barbara Boulevard Project Parcel No. 136 Remainder Folio No. 38169760004 THIS PURCHASE AGREEMENT is made and entered into on this 10th day of Februarv , 2009, by and between VIMAL A. PATEL, a single person, whose mailing address is 1924 Santa Barbara Boulevard, Suite No.1, Naples, Fiorida 34116 (hereinafter referred to as "Seller"), and COLLIER COUNTY, a politicai subdivision of the State of Florida, whose mailing address is 3301 Tamiami Trail East, Naples, Florida 34112 (hereinafter referred to as "Purchaser"). WHEREAS, Seller owns certain improved property located at 2801 Santa Barbara Boulevard, Naples, Florida 34116-7431, and more particularly described as the North 180 feet of Tract 109, Golden Gate Estates, Unit No. 30, according to the Plat thereof, recorded in Plat Book 7, Page 58, of the Public Records of Collier County, Florida, together with all buildings, structures and improvements, fixtures, built-in appliances, refrigerators, stove, dishwasher, washer, dryer, ceiling fans, floor coverings and window treatments (hereinafter collectively referred to as "Property"); and Whereas, Purchaser desires to purchase said Property; and WHEREAS, Seller desires to remain in possession of the residence located on the Property, and has requested the right to occupy the premises for a term of six (6) months, to which request Purchaser has agreed; 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 A. The purchase price (the "Purchase Price") for the Property shall be FOUR HUNDRED FIFTY THOUSAND AND NO/100 Dollars ($450,000.00) (U.S. Currency) payable at time of closing. Said Purchase Price was agreed upon by the parties hereto with full consideration having been given to the value of the extended possession. (See Section 4, below.) None of the Purchase Price is attributed to any personal property. Purchaser shall also pay to Seller TEN THOUSAND AND NO/100 Dollars ($10,000.00) towards the Seller's moving expenses. B. Payment of the Purchase Price and other amounts provided for herein shall be made at time of closing and shall be full compensation for the Property conveyed, including all structural and site improvements and fixtures, and all landscaping, trees and shrubs located thereon, and shall be in full and final settlement of all other costs and expenses incurred by Seller, including but not limited to moving expenses, attorneys' fees, expert witness fees and costs, as provided for in Chapter 73, Florida Statutes. None of this Purchase Price is attributable to any personal property. \)~ Seller's Initials Page No. I Purchase Agreement Santa Barbara Boulevard Project Parcel 136 Remainder 3. CLOSING A. The Closing (THE "CLOSING DATE", "DATE OF CLOSING", OR "CLOSING") of the transaction shall be held on or before NINETY (90) days following execution of this Agreement by the Purchaser 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 Tamiami Trail East, Naples, Florida. Purchaser shall be entitled to possession as of Closing, unless otherwise provided herein. Seller shall deliver the Property in broom-clean and working condition, and free of all debris upon vacating the premises. B. Seller shall convey a marketable title free of any liens, encumbrances, exceptions, or qualifications. Marketable title shall be determined according to applicable title standards adopted by the Florida Bar and in accordance with law. Within FIFTEEN (15) days of the effective date hereof, Seller shall provide Purchaser with a copy of any existing prior title insurance policies. At or before 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. 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 and all other documents required to consummate this transaction, as reasonably determined by Purchaser's counsel and/or title company. 6. Certificate of insurance pursuant to Section 4L (below). C. 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 "Requirements and Conditions" below, and the Title Company is irrevocably committed to issue the Owner's title policy to Purchaser in accordance with the commitment immediately after the recording of the deed. 2. Funds payable to the Seller representing the Purchase Price shall be subject to adjustments and pro-rations as hereinafter set forth. D. Purchaser shall pay all fees to record any curative instruments required to clear title, all Warranty Deed recording fees, and any and all costs and/or fees associated with securing and recording a Satisfaction, Release or Subordination of any mortgage, lien or other encumbrance recorded against the Property; provided, however, that any \IV Seller'Sln'llials Page NO.2 Purchase Agreement Santa Barbara Boulevard Project Parcel 136 Remainder apportionment and distribution of the full compensation amount in Section 2 which may be required by any mortgagee, lien-holder or other encumbrance-holder for the protection of its security interest or as consideration for the execution of any release, subordination or satisfaction, shall be the responsibility of the Seller, and shall be deducted on the Closing Statement from the compensation payable to the Seller per Section 2. E. Seller, at its sole cost and expense, shall pay at Closing all documentary stamp taxes due upon the recording of the Warranty Deed, in accordance with Chapter 201.01, Florida Statutes, unless the Property is acquired under threat of condemnation. F. The cost of a Title Commitment shall be paid by Purchaser along with the cost of an Owner's Form B Title Policy, issued pursuant to the Commitment provided for in Section 8, "Requirements and Conditions" (below). G. Real Property taxes shall be prorated based on the current year's tax 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. H. A Security Deposit in the amount of FIVE THOUSAND AND NO/100 Dollars ($5,000.00) will be withheld from Seller's closing proceeds to be held by Purchaser during the Seller's occupancy in accordance with the provisions of Section 4B (below). 4. OCCUPANCY BY SELLER AFTER CLOSING A. Seller may occupy the Property after Closing for a term of SIX (6) months from the date of Closing (the "Initial Term"). As consideration for Seller's extended occupancy of the Property the Purchase Price in Section 2 was reduced by the sum of SIX AND NO/100 Dollars ($6.00). In the event Seller and Purchaser agree to extend the Initial Term of extended occupancy by an additional number of months (the "Extended Term"), an additional sum will be required from Seller and shall be calculated by multiplying the number of months of the Extended Term by TWO THOUSAND AND NO/100 Dollars ($2,000.00). This Fee must be paid to the Purchaser in a lump sum, no later than THIRTY (30) days before expiration of the Initial Term, whereupon Purchaser and Seller shall execute an addendum to this Agreement memorializing this Extended Term of possession. B. At Closing, the sum of FIVE THOUSAND AND NO/100 Dollars ($5,000.00) will be withheld by Purchaser as security for any damages suffered by the Property during the Seller's occupancy ("Security Deposit"). The Security Deposit will be paid to Seller at the end of its Term of occupancy, provided there has been no damage to the Property caused by the negligence or intentional acts of Seller or anyone acting with Seller's knowledge and consent. Upon the vacating of the Property, the Purchaser will have TWENTY (20) days to return the Security Deposit or give Seller written notice of Purchaser's intention to impose a claim upon the Security Deposit. In the event Purchaser intends to impose a claim upon a part or all of the Security Deposit, it will provide Seller with an explanation of the damage, an estimate of repair and an accounting of the deposit balance. C. When the Property is partly damaged or destroyed by fire or other casualty not due to Seller's willful or negligent act or that of anyone on the Property with the knowledge or consent (actual or implied), of Seller, Purchaser will make repair as soon as reasonably possible. Purchaser shall also be responsible for the repair to fixtures or appliances in excess of the limit set forth in Section 4F (below), provided such repair is not necessitated by Seller's misuse, waste or neglect of the Property, or that of anyone on the Property with Seller's knowledge and consent (actual or implied). If the Property is rendered un-inhabitable due to fire, storm or other casualty, then this Agreement shall automatically terminate, with the sole duty of Purchaser then being to refund to Seller the security deposit, plus accrued interest. Purchaser shall not be liable for any damage or injury to Seller and his or her property by reason of any water damage sustained by Seller and his or her property, or by reason of the breakage, leakage, or obstruction of water and sewer lines or other breakage in or about the Property. \\9 Seller's Initials Page NO.3 Purchase Agreement Santa Barbara Boulevard Project Parcel 136 Remainder D. Seller agrees to pay all utility services as they come due, including electricity, telephone, gas, cable television, water, sewer, and solid waste collection, shall arrange for a final billing and payment of same at the time Seller vacates the Property, and acknowledges that Purchaser will deduct all such unpaid bills from the Security Deposit. Seller shall keep the property free from pests and insure that the air conditioning system is in operation to maintain a reasonable room temperature until the Seller vacates the property. E. Seller will use the Property only as its primary residence. Seller is prohibited from allowing persons, other than its immediate family members, to reside on the Property. F. Seller shall maintain the Property, including all Systems and Equipment, in clean and working condition at all times. Seller shall use all Systems and Equipment in a reasonable manner. Seller shall immediately make and pay for all required repairs to the plumbing, range, heating apparatus, washer-dryer, air conditioning, refrigerator, dishwasher and electric and gas fixtures, provided the cost of said repairs does not exceed Ten Thousand Dollars ($10,000.00). Purchaser reserves the right to enter upon the Property and repair, at the Seller's expense, all damage or injury to the fixtures and appliances in the event Seller fails to effect repairs after TEN (10) days' notice. Purchaser's election not to effect repairs shall not relieve Seller of its obligation to repair or subject Purchaser to liability for its election. G. Seller shall comply with all governmental regulations concerning the use of the Property and not permit or suffer any illegal activity or use, or permit to be made any disturbance, noise or nuisance whatsoever, which would be detrimental to the peace, quiet and comfort of other persons in the vicinity of the Property, or affect the insurance risk factor to the Property. H. Seller shall permit Purchaser's agent or employee to enter the Property at any reasonable time, upon TWENTY -FOUR (24) hours notice, during the term of this Agreement to inspect the Property or make any needed repairs. I. Seller will surrender possession of the Property at the expiration of either the Initial Term or the Extended Term in as good a condition as of the Effective Date, reasonable wear and tear and acts of God excepted. Seller shall not be responsible to repair or replace the items or deficiencies set forth in the attached list marked Exhibit "B", which existed prior to the Closing. J. Seller shall not alter or make additions to the Property without the Purchaser's consent. Seller shall not deface, damage or remove any part of the Property or permit any person to do so, nor shall any of the appliances listed on Exhibit "C" be replaced without the Purchaser's consent. K. DEFAULT. Seller will be deemed in default of this Agreement if Seller fails to perform any of the covenants, promises or obligations contained in this Section for a period of TEN (10) days after notice of such default. Upon Seller's default, County may terminate this Agreement upon TWENTY (20) days written notice to Seller, re-enter and take possession of the Property, whereupon the term thereby granted and all rights of Seller to occupy the Property shall terminate. The Seller shall remain liable for any damage suffered by the Property because of Seller's breach of any of the covenants of this Agreement, and such termination shall be without prejudice to the Purchaser's right to collect said damages. Purchaser and Seller shall have the right to pursue any and all remedies available under this Agreement or applicable law. L. Seller shall be required to maintain insurance on the Property during the entire Term, and any Extended Term, which policy shall include contents coverage of $100,000, premises liability with limits of $300,000, and loss of use coverage. Purchaser will be named as an additional insured and the policy premium for the Term of occupancy will be paid in advance at Closing. Seller will be required to provide a certificate of insurance prior to Closing. \!~ Page NO.4 Seller's Initials Purchase Agreement Santa Barbara Boulevard Project Parcel 136 Remainder M. The terms and conditions contained in this Section shall survive Closing and are not deemed satisfied by conveyance of title. 5. PROPERTY CONDITION DISCLOSURES A. General. Seller represents that Seller knows of no facts or conditions materially affecting the value of the Property, except those which are readily observable by Purchaser, or which have been disclosed to Purchaser by Seller in writing and furnished to Purchaser prior to the Effective Date of this Agreement. B. Radon Gas. Florida law requires the following disclosure: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county health department. Seller has no knowledge of the existence of radon on the Property or any radon mitigation having been performed on the Property. C. Lead Based Paint/Paint Hazards. If construction of the residence on the Property was commenced prior to 1978, Seller is required to complete, and Seller and Purchaser are required to sign and attach to this Agreement, the addendum entitled "Lead-Based Paint and/or Lead-Based Paint Hazards Attachment to Sales Contract: Disclosure of Information and Acknowledgement." D. Mold. Molds are commonly found both indoors and outdoors. Interior infestation by certain molds may cause property damage and health problems for some persons. Seller has no knowledge of any mold remediation having been performed on the Property. E. Warranty. Except as to any facts or conditions disclosed to Purchaser as required under Section 5. A. above, Seller warrants that all major appliances and equipment; sprinkler, well, septic, heating, cooling, electrical and plumbing and security systems; major mechanical components; roof (including fascia and soffits); ceiling; structural walls; foundation; swimming pool, spa and pool/spa deck; seawalls; docks; boat lifts/davits and related electrical and mechanical components, if any (collectively "Systems and Equipment") are in Working Condition. "Working Condition" shall mean operating in a manner in which the Systems and Equipment were designed to operate. The roof, ceiling, interior and exterior walls, foundation, swimming pool, spa and pool/spa deck, if any, shall be considered in Working Condition if structurally sound and watertight. Seawalls and docks, if any, shall be considered in Working Condition if structurally sound. Seller shall not be required to repair or replace any Cosmetic Condition. "Cosmetic Condition" shall mean an aesthetic imperfection which does not affect the Working Condition of the item, including corrosion; tears; worn spots; discoloration of floor covering or wallpaper or window treatments; missing or torn screens; nail holes; scratches; dents; chips; caulking; pitted pool surfaces; minor cracks in windows, driveways, sidewalks, spa/pool decks and garage, tile, lanai and patio floors; and cracked roof tiles, curling or worn shingles and limited roof life, so long as there is no evidence of structural damage or leakage. 6. INSPECTIONS A. Inspection Period. Purchaser shall have THIRTY (30) days from the Effective Date (Inspection Period) to have the Property and improvements thereon inspected at Purchaser's expense as follows: (a) Systems and Equipment, by an appropriately Florida licensed inspection company or licensed contractor, and/or (b) radon gas, by a Florida certified radon measurement technician or specialist, and/or (c) lead-based paint and hazards, by an EPA-certified lead exposure risk assessor, and/or (d) termites or other wood-destroying organisms, by a certified pest control operator (collectively the "Inspection Items"). Upon reasonable notice, Seller shall provide access and utilities service to the Property to facilitate inspections. ~f Page NO.5 Seller's Initials Purchase Agreement Santa Barbara Boulevard Project Parcel 136 Remainder B. Election and Response. If any inspection conducted during the Inspection Period reveals: (1) that any Systems and Equipment are not in Working Condition, and/or (2) the presence of radon gas at a level in excess of EPA action levels, and/or (3) the presence of lead-based paint or paint hazards required abatement under HUD/EPA protocols, and/or (4) the existence of active infestation by termites or other wood- destroying organisms and/or visible damage caused by active or past infestation (collectively the "Defective Inspection Items"), Purchaser shall, within FIFTEEN (15) days after expiration of the Inspection Period: (a) notify Seller of any Defective Inspection Items, and (b) furnish to Seller a copy of the inspection report(s) documenting the Defective Inspection Items, and (c) notify Seller of Purchaser's election either to: (i) receive a credit from Seller at closing in lieu of any repairs, replacements, treatment, mitigation or other remedial action necessary to bring the Defective Inspection Items into compliance with the relevant standards set forth above (the "Remedial Action"), or (ii) have Seller take Remedial Action at Seller's expense prior to closing. If Purchaser elects to receive a credit, the amount of the credit shall be equivalent to the estimated costs of any Remedial Action and shall be determined not later than the earlier of Seller's Response Deadline, or TEN (10) days prior to the Closing. If Purchaser elects (i), Seller shall not be required to take any Remedial Action. If Purchaser makes no election, Purchaser shall be deemed to have elected to receive a credit at Closing. C. Not later than FIFTEEN (15) days from receipt of the written notice and inspection report(s) from Purchaser ("Seller's Response Deadline"), Seller shall notify Purchaser whether Seller will give Purchaser credit equal to the cost of repairs or take remedial action, whichever is requested by Purchaser. If Seller refuses Purchaser's election by Seller's Response Deadline, then Purchaser may terminate this Agreement within TEN (10) days of Seller's Response Deadline. If Purchaser does not elect to so terminate this Agreement, Purchaser is deemed to have accepted the Property in the condition it existed on the Effective Date, except that Purchaser retains the rights set forth in Section 6.G. (Walk Through Inspection) below. If Seller fails to respond by the Seller's Response Deadline, Seller shall be deemed to have accepted Purchaser's election, and Purchaser may receive credit at Closing as set forth above. D. If Purchaser does not have the Inspection Items inspected, or fails to do so within the Inspection Period, or fails to timely report any Defective Inspection Items to Seller, Purchaser shall be deemed to have accepted the Property in the condition it existed on the Effective Date, except that Purchaser retains the rights set forth in Section 6.G. (Walk Through Inspection) below. E. Remedial Action shall be deemed to have been properly performed if (1) the Systems and Equipment are placed in Working condition (as defined above), (2) radon gas within the residence on the Property is reduced to below EPA action levels, (3) lead-based paint and paint hazards on the Property are removed or contained in accordance with HUD/EPA guidelines, and (4) any active infestation of termites or other wood-destroying organisms is exterminated or treated, and all visible damage caused by active or past infestation is repaired or replaced. Seller shall make a diligent effort to perform and complete all Remedial Action prior to the Closing Date, failing which a sum equivalent to One Hundred Fifty percent (150%) of the estimated costs of completing the Remedial Action shall be paid by Seller into escrow at Closing pending completion. F. No cost to repair or replace any Systems and Equipment shall exceed the fair market value of that item if it were in Working Condition. If the costs do exceed fair market value, then either Seller or Purchaser may elect to pay such excess, failing which, either party may terminate this Agreement upon written notice. G. Walk-Throuqh Inspection. Purchaser (or a designated representative) may conduct a walk-through inspection of the Property prior to Closing and prior to possession, to confirm: (1) completion of any Remedial Action agreed to by Seller in Section 6.B "Election and Response" above, (2) that the personal property items which are being conveyed as part of this Agreement remain on the Property, (3) that the personal property items which are not being conveyed as part of this Agreement have been removed from the Property, and (4) that Seller has maintained the Property as ~f Seller's Initials Page NO.6 Purchase Agreement Santa Barbara Boulevard Project Parcel 136 Remainder required in Sections 3 and 7. Upon reasonable notice, Seller shall provide access and utilities service to the Property to facilitate the walk-through inspection. H. Inspections durinq Occupancy. Purchaser may enter upon the Property with at least 24-hour notice to Seller for purposes of inspecting the Property for compliance with the terms of Section 4 of this Agreement or effecting repairs. 7. RISK OF LOSS Seller shall maintain the Property (including without limitation the lawn, shrubbery, and landscaping) in the condition existing on the Effective Date until Closing or date of Purchaser's possession, whichever is later, except for ordinary wear and tear and any Remedial Action agreed to by Seller under Section 6B above. Any future loss and/or damage to the Property between the Effective Date and the Closing or date of Purchaser's possession, whichever is earlier, shall be at Seller's sole risk and expense, except as provided in Section 4. 8. REQUIREMENTS AND CONDITIONS FOR CLOSING Upon execution of this Agreement by both parties or at such other time as specified within this Section, Purchaser and/or Seller, as the case may be, shall perform the following within the times stated, which shall be conditions precedent to the Closing: A. Within 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, 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. 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 title, except for liens or monetary obligations which will be satisfied at Closing. Seller, at its sole expense, shall use its best efforts to make such title good and marketable In the event Seller is unable to cure said objections within said time period, Purchaser, by providing written notice to Seller within SEVEN (7) days after expiration of said THIRTY (30) day period, may accept title as it then is, waiving any objection, or may terminate the Agreement. C. Seller agrees to furnish any existing surveys of the Property in Seller's possession to Purchaser within TEN (10) days of the Effective Date of this Agreement. Purchaser shall have the option, at its own expense, to obtain a current survey of the Property prepared by a surveyor licensed by the State of Florida. If the survey provided by Seller or obtained by Purchaser, as certified by a registered Florida surveyor, shows: (a) an encroachment onto the property; or (b) that an improvement located on the Property projects onto lands of others, or (c) lack of legal access to a public roadway, the Purchaser shall notify the Seller in writing, within THIRTY (30) days from the Effective Date of this Agreement, of such encroachment, projection, or lack of legal access, and Seller shall have the option of curing said encroachment or projection, or obtaining legal access to the Property from a public roadway. Should Seller elect not to or be unable to remove the encroachment, projection, or provide legal access to the property within FORTY FIVE (45) days, Purchaser may accept the Property as it then is, waiving any objection to the encroachment, or projection, or lack of legal access, or Purchaser may terminate the Agreement, by providing written notice to Seller within SEVEN (7) days after expiration of said FORTY FIVE (45) day period. A failure by Purchaser to give such written notice of termination within the time period provided herein shall be \Jp Seller's Initials Page NO.7 Purchase Agreement Santa Barbara Boulevard Project Parcel 136 Remainder deemed an election by Purchaser to accept the Property with the encroachment, or projection, or lack of legal access. 9. TERMINATION AND REMEDIES A. If Seller shall have failed to perform any of the covenants and promises contained herein, which are to be performed by Seller, except for those provisions in Section 4, 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, except for the terms and conditions in Section 4, provided Seller is not in default, then Seller shall have the right to seek and enforce all rights and remedies available at law or in equity to a contract vendor, including the right to seek specific performance of this Agreement. 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 pa rties. D. This Section does not apply to any defaults by Seller of the obligations contained in Section 4 of this Agreement. 10. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES Seller intends for Purchaser to rely on the representations contained in this Section in entering into this Agreement and warrants the following: A. Seller has full right and authority to enter into and to execute this Agreement and to undertake all actions and to perform all tasks required of each hereunder. Seller is not presently the subject of a pending, threatened or contemplated bankruptcy proceeding. B. Seller has full right, power, and authority to own and operate the Property, and to execute, deliver, and perform its obligations under this Agreement and the instruments executed in connection herewith, and to consummate the transaction contemplated hereby. All necessary authorizations and approvals have been obtained authorizing Seller and Purchaser to execute and consummate the transaction contemplated hereby. At Closing, certified copies of such approvals shall be delivered to Purchaser and/or Seller, if necessary. C. The warranties set forth in this Section are true on the Effective Date of this Agreement and as of the date of Closing. Purchaser's acceptance of a deed to the said Property shall not be deemed to be full performance and discharge of every agreement and obligation on the part of the Seller to be performed pursuant to the provisions of this Agreement. D. Seller and Purchaser agree to do all things which may be required to give effect to this Agreement immediately as such requirement is made known to them or they are requested to do so, whichever is the earlier. E. Seller represents that it has no knowledge of any actions, suits, claims, proceedings, litigation or investigations pending or threatened against Seller, at law, equity or in arbitration before or by any federal, state, municipal or other governmental instrumentality that relate to this agreement or any other property that could, if .~ Sellers Initials Page NO.8 Purchase Agreement Santa Barbara Boulevard Project Parcel 136 Remainder continued, adversely affect Seller's ability to sell the Property to Purchaser according to the terms of this Agreement. F. No party or person other than Purchaser has any right or option to acquire the Property or any portion thereof. G. Until the date fixed for Closing or as long as this Agreement remains in force and effect, Seller shall not encumber or convey any portion of the Property or any rights therein, nor enter into any agreements granting any person or entity any rights with respect to the Property or any part thereof, without first obtaining the written consent of Purchaser to such conveyance, encumbrance, or agreement which consent may be withheld by Purchaser for any reason whatsoever. H. Seller represents that they have (it 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 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 no such hazardous or toxic substances 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 they have (it 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 substances are or were located on the Property at any time during or prior to Seller's ownership thereof. Seller represents none of the Property has been used as a sanitary landfill. I. Seller has no knowledge that the Property, and/or that Seller's operations concerning the Property, are in violation of any applicable Federal, State or local statute, law or regulation, or of any notice from any governmental body has been served upon Seller claiming any violation of any law, ordinance, code or regulation or requiring or calling attention to the need for any work, repairs, construction, alterations or installation on or in connection with the Property in order to comply with any laws, ordinances, codes or regulation with which Seller has not complied. J. There are no unrecorded restrictions, easements or rights of way (other than existing zoning regulations) that restrict or affect the use of the Property, and there are no maintenance, construction, advertising, management, leasing, employment, service or other contracts affecting the Property. K Seller has no knowledge that there are any suits, actions or arbitration, bond issuances or proposals therefore, proposals for public improvement assessments, pay-back agreements, paving agreements, road expansion or improvement agreements, utility moratoriums, use moratoriums, improvement moratoriums, administrative or other proceedings or governmental investigations or requirements, formal or informal, existing or pending or threatened which affects the Property or which adversely affects Seller's ability to perform hereunder; nor is there any other 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 adversely affect the zoning or physical condition of the Property or its intended use by Purchaser. 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. ~c Page NO.9 Seller's Initials Purchase Agreement Santa Barbara Boulevard Project Parcel 136 Remainder M. Seller represents, warrants and agrees to indemnify, reimburse, defend and hold Purchaser harmless from any and all costs (including attorney's fees) asserted against, imposed on or incurred by Purchaser, directly or indirectly, pursuant to or in connection with the application of any federal, state, local or common law relating to pollution or protection of the environment which shall be in accordance with, but not limited to, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. Section 9601, et seq., ("CERCLA" or "Superfund"), which was amended and upgraded by the Superfund Amendment and Reauthorization Act of 1986 ("SARA"), including any amendments or successor in function to these acts. This provision and the rights of Purchaser, hereunder, shall survive Closing and are not deemed satisfied by conveyance of title. 11. NOTICES Any notice, request, demand, instruction or other communication to be given to either party hereunder shall be in writing sent by facsimile with automated confirmation of receipt, or registered or certified mail, return receipt requested, postage prepaid or personal delivery addressed as follows: If to Purchaser: Transportation Engineering & Construction Management Attn: Kevin Hendricks Right-of-Way Acquisition Manager 2885 South Horseshoe Drive Naples, Florida 34104 Telephone 239-252-8192 Fax 239-530-6643 With a copy to: Jeffery A. Klatzkow County Attorney Office of the County Attorney Harmon Turner Building 3301 Tamiami Trail East Naples, Florida 34112 Telephone 239-252-8400 Fax 239-252-0225 If to Seller: Vimal Patel 1924 Santa Barbara Blvd., Suite NO.1 Naples, FL 34116 Telephone 239-348-7741 Fax: 239-348-7746 With a copy to: N/A The addressees, addresses and numbers for the purpose of this Section may be changed by either party by giving written notice of such change to the other party in the manner provided herein. For the purpose of changing such addressees, addresses and numbers only, unless and until such written notice is received, the last addressee and respective address stated herein shall be deemed to continue in effect for all purposes. Notice shall be deemed given in compliance with this Section upon receipt of automated fax confirmation or upon on the fifth day after the certified or registered mail has been postmarked, or receipt of personal delivery. 12. REAL ESTATE BROKERS Any and all brokerage commissions or fees shall be the sole responsibility of the Seller and shall be paid at Closing. Seller shall indemnify Purchaser from and against any claim or liability for commission or fees to any broker or any other person or party claiming to have been a procuring clause or engaged by Seller as a real estate broker, salesman or representative, in connection with this Agreement. II! \I, Seller's Initials Page No. 10 Purchase Agreement Santa Barbara Boulevard Project Parcel 136 Remainder 13. MISCELLANEOUS A. This Agreement may be executed in any manner of counterparts which together shall constitute the agreement of the parties. B. This Agreement and the terms and provisions hereof shall be effective as of the Effective Date and shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal representatives, successors, successor trustee, and assignees whenever the context so requires or admits. C. Any amendment to this Agreement shall not bind any of the parties hereof unless such amendment is in writing and executed and dated by Purchaser and Seller. Any amendment to this Agreement shall be binding upon Purchaser and Seller as soon as it has been executed by both parties. D. Captions and section headings contained in this Agreement are for convenience and reference only; in no way do they define, describe, extend or limit the scope or intent of this Agreement or any provisions hereof. E. All terms and words used in this Agreement, regardless of the number and gender in which used, shall be deemed to include any other gender or number as the context or the use thereof may require. 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. 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 s. 286.23, Fla. Stat., under oath, of the name and address of every person having a beneficial interest in the Property before Property held in such capacity is conveyed to Collier County. (If the corporation is 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 hereby exempt from the provisions of Chapter 286, Florida Statutes.) I. This Agreement is governed and construed in accordance with the laws of the State of Florida. J. The Effective Date of this Agreement will be the date of execution of this Agreement by the last signing party. K. This Agreement and the exhibits attached hereto contain the entire agreement between the parties, and there are no promises, representations, warranties or covenants by or between the parties not included in this Agreement. No modification or amendment of this Agreement shall be of any force or effect unless made in writing and executed and dated by both Purchaser and Seller. L. TIME IS OF THE ESSENCE to this Agreement. M. Seller may not assign, sublease, or license any rights arising under this Agreement without the written consent of the Purchaser. ~r Seller's Initials Page No. 11 Purchase Agreement Santa Barbara Boulevard Project Parcel 136 Remainder N. The parties hereto agree and acknowledge that this Agreement is not a lease but rather a contract for occupancy (extended possession) of the Property as a condition of sale which is not subject to Chapter 83, Florida Statutes. The parties do not intend to invoke any of the obligations or remedies contained in Chapter 83, and the terms and conditions contained herein shall be construed in accordance with the parties intent and shall be given their plain meaning without reference or application of s. 83.43, Fla. Stat, or any other portion of Chapter 83. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. AS TO PURCHASER: DATE~i;J };;~{'!'tiY 10. 2009 :.," " " ',', ,.' '-0 / A.......... ''''ST'',' . .. ~ l:r:::, ,), "','..;; DlNIflHl',E. BR,OCk';Clerk ~\J."'~ -' II .~..d,f&fP ty lerk .t~e-~~LLER: BOARD OF COUNTY COMMISSIONERS COLLIER C PflNTY, FLORIDA I .. .. if - BY:~.1J~ H'tL' e.. .. ~" Donna Fi~la, Chairman DATED: _~'"' ~~.. (N'Y'\\ Witr-\ess (Signatur~ I\-'~" \ ' \(.C:>NSN G-R,.-,- \ I 'IN \ "(,,,,1 1~ft\ I VIMAL A PATEL Name (Print or Type) Witness (Signature! \ \-\....~I....~~ G~L-..~~ Name (Print or Type) Approved as to form and lega 'e: ~ Last Revised: 12/23/08 ~p Seller's Initials Page No. 12