Agenda 09/14/2010 Item #16A10
Agenda Item No. 16A 10
September 14, 2010
Page 1 of 29
EXECUTIVE SUMMARY
Recommendation to approve four Purchase Agreements for the purchase of right-
of-way required for the construction of Oil Well Road. Project No. 60044. (Fiscal
Impact: $ 145,100.)
OBJECTIVE: To acquire four parcels of land necessary for construction of improvements to Oil
Well Road.
CONSIDERATIONS: In June 2007, when negotiations for the purchase of right-of-way for
the Oil Well Road expansion project first began (prior to the collapse of the real estate market), written
purchase offers were tendered to the owners of the subject properties in the combined amount of
$289,700. These particular owners, like many others on the Oil Well Road project, had already
retained counsel to represent them against the County. Upon receipt of the County's purchase offer,
the owners' attorney hired a real estate appraiser as an expert witness, who then hired a land planner as
a sub-consultant on the issue of highest and best use. Together, these experts opined that the land was
worth far more than we had offered and that our taking would also cause a severance damage to the
remaining property. Staff did not agree and negotiations came to a stalemate.
A year and a half later, in December 2008, the decision was made to construct only the western-most
and eastern-most segments of Oil Road at the present time, and to put the middle segment on hold for
the time-being. As a result of that decision, the offers to these four property owners were rescinded, as
they were located in the middle segment of the Oil Well Road project, and the prospects for
negotiating a settlement were not appealing.
This past April, however, after construction had begun on the roadway expansion, it was discovered
that an outfall drain pipe had to be installed well beyond the "official" project limits for the Eastern-
most segment of the Oil Well Road project, under these four properties, all the way to the Faka Union
Canal. In fact, the contractor had already cleared the south 100 feet of each of these lots and installed
the pipe in the ground before this fact was discovered.
.,
Subsequent to this discovery, the owners' attorney was contacted and the purchase of each of the lots
was negotiated with the purchase price being equal to the Property Appraiser's then-current assessed
value. (A downward adjustment to the price for Parcel No. 227 was made due to the fact that much of
the parcel was encumbered with the drainage easement within which the Faka Union Canal is located.)
Included with each Purchase Agreement is a payment for attorney fees and expert witness costs which
is provided for in Section 73.015, Florida Statutes.
Invoices for attorney fees and expert witness costs for Parcels 221, 224, 225 and 227 were presented to
the County in the aggregate amount of $68,986.15 and were subsequently negotiated down to $10,500
per parcel for a combined total of $42,000.
FISCAL IMP ACT: The total sum of $145, 1 00 will be paid out of gas tax revenues and includes
the combine purchase price of $102,400, attorney fees and expert witness costs of $42,000 and $700 in
title insurance premiums and recording fees.
Agenda Item No. 16A 10
September 14, 2010
Page 2 of 29
LEGAL CONSIDERATIONS: This item has been reviewed and approved by the County
Attorney's Office and is legally sufficient for Board action - RNZ
GROWTH MANAGEMENT IMP ACT: There is no growth management impact associated
with this Executive Summary.
RECOMMENDATION: That the Board of County Commissioners of Collier County, Florida:
1. Approve all four of the attached Purchase Agreements and authorize its Chairman to execute same
on behalf 0 f the Board;
2. Accept the conveyance of Parcel Nos. 221, 224, 225 and 227, and authorize the County Manager or
his designee to record same in the public records of Collier County, Florida;
3. Authorize the payment of all costs and expenses necessary to close each transaction;
4. Authorize the County Manager or his designee to take the necessary measures to ensure the
County's performance in accordance with the terms and conditions of the Agreements; and
5. Approve any and all budget amendments which may be required to carry out the collective will of
the Board.
Prepared by: Kevin Hendricks, Right-of-Way Acquisition Manager, TECM
Attachments: (1) Purchase Agreement - Menendez-Fernandez; (2) Purchase Agreement - Fortes (3)
Purchase Agreement - Fiallo (4) Purchase Agreement - Santa Cruz
Agenda Item No. 16A 10
September 14, 2010
Page 3 of 29
COLLIER COUNTY
BOARD OF COUNTY COMMISSIONERS
Item Number:
Item Summary:
16A10
Recommendation to approve four Purchase Agreements for the purchase of right-of-way
required for the construction of Oil Well Road. Project No. 60044. (Fiscal Impact: $145,100.)
9/14/20109:00:00 AM
Meeting Date:
Prepared By
Kevin Hendricks
Manager - Right of Way
Transportation Engineering &
Construction Management
Date
Transportation Division
7/23/2010 3:53:11 PM
Approved By
Kevin Hendricks
Manager - Right of Way
Transportation Engineering &
Construction Management
Date
Transportation Division
7/27/2010 11 :24 AM
Approved By
Norm E. Feder, AICP
Administrator - Transportation
Date
Transportation Division
Transportation Administration
7/27120102:14 PM
Approved By
Nick Casalanguida
Director - Transportation Planning
Date
Transportation Division
Transportation Planning
8/19/20102:26 PM
Approved By
Robert N. Zachary
Assistant County Attorney
Date
County Attorney
County Attorney
8/24/201010:57 AM
Approved By
Lisa Taylor
Management/Budget Analyst
Date
Transportation Division
Transportation Administration
8/26/20107:37 AM
Approved By
Najeh Ahmad
Director - Transportation Engineering
Transportation Engineering &
Construction Management
Date
Transportation Division
8/26/20109:34 AM
Approved By
Natali Betancur
Administrative Assistant
Date
Transportation Division
Transportation Road Maintenance
8/26/2010 3:45 PM
Approved By
OMB Coordinator
Date
Agenda Item No. 16A 10
September 14, 2010
Page 4 of 29
County Manager's Office
Office of Management & Budget
8/27/20102:29 PM
Approved By
Jeff Klatzkow
County Attorney
Date
8/31/201010:23 AM
Approved By
Susan Usher
Management/Budget Analyst, Senior
Date
Office of Management &
Budget
Office of Management & Budget
9171201011:20 AM
Approved By
Mark Isackson
Management/Budget Analyst, Senior
Date
Office of Management &
Budget
Office of Management & Budget
9/7/2010 1 :05 PM
Agenda Item No. 16.4.10
September 14, 2Q10
Page 5 o~ 29
PROJECT:
PARCEL No:
FOLIO No:
Oil Well Road #60044
221FEE
40010760002
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (hereinafter referred to as the "Agreement") is
made and entered into on this day of , 2010, by and between
PEDRO MENENDEZ, a married person whose mailing address is 7004 SW 21sT
Street, Miami, FL 33155-1621 (hereinafter referred to as "Menendez"), AND ISRAEL
FERNANDEZ, a married person whose mailing address is Post Office Box 522482,
Miami, FL 33152 (hereinafter referred to as "Fernandez"), (Menendez and Fernandez
hereinafter collectively referred to as "Owner"). 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 land described in Exhibit "A"
(hereinafter referred to as the "Property"), which is attached hereto and made a part of
this Agreement; and
WHEREAS, Owner desires to convey the Property to Purchaser for the stated
purposes, on the terms and conditions set forth herein; and
WHEREAS, Purchaser has agreed to compensate Owner for conveyance of the
Property.
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. The purchase price (the "Purchase Price") for the Property shall be:
$27,320 dollars (U.S. Currency)
payable to Owner at time of closing, subject to the apportionment and
distribution of proceeds pursuant to Paragraph 9 of this Agreement (said
transaction hereinafter referred to as the "Closing"). Said payment to Owner,
shall be payable by County Warrant to Menendez in the amount of $13,660
and by County Warrant to Fernandez in the amount of $13,660 and shall be full
compensation for the Property conveyed, including all landscaping, trees,
shrubs, improvements, and fixtures located thereon, and shall be in full and
final settlement of any damages resulting to Owner's remaining lands, costs to
cure, including but not limited to the cost to relocate the existing irrigation
system and other improvements, and the cost to cut and cap irrigation lines
extending into the Property, and to remove all sprinkler valves and related
electrical wiring, and all other damages in connection with conveyance of said
Property to Purchaser. Purchaser shall also pay the aggregate amount of
$10,500 dollars (U.S. Currency) to the Bella Y. Patel Trust Account as
payment in full of all attorneys' fees, expert witness fees and costs as provided
for in Chapter 73, Florida Statutes.
3. Owner shall convey a marketable title free of any liens, encumbrances,
exceptions, or qualifications. Marketable title shall be determined according to
the applicable title standards adopted by the Florida Bar and in accordance
with law. Owner shall obtain from the holders of any liens, exceptions and/or
.. ..
,
Agenda Item No. 16 '10
p~~~ember 14,2 10
Page 6 of 29
qualifications encumbering the Property, the execution of such instruments
which will remove or release such encumbrances from the Property upon their
recording in the public records of Collier County, Florida. At or prior to Closing,
Owner shall provide Purchaser with a copy of any existing prior title insurance
policies and surveys. Owner shall provide such instruments, properly
executed, to Purchaser on or before the date of Closing. Owner 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) General Warranty Deed;
(b) Closing Statement;
(c) Grantor's Non-Foreign, Taxpayer identification and "Gap" Affidavit;
(d) W-9 Forms; and
(e) Such evidence of authority and capacity of Owner and its representatives
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 Owner and Purchaser agree that time is of the essence. Therefore,
Closing shall occur within ninety (90) 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 Owner in that amount
shown on the Closing Statement as "Net Cash to Seller," and Owner shall
deliver the Closing Documents to Purchaser in a form acceptable to Purchaser.
Purchaser shall be entitled to full possession of the Property at Closing.
5. Owner agrees to relocate any existing irrigation system located on the Property
including irrigation lines, electrical wiring and sprinkler valves, etc., prior to the
construction of the project without any further notification from Purchaser.
Owner assumes full responsibility for the relocation of the irrigation system on
the remainder property and its performance after relocation. Owner holds
County harmless for any and all possible damage to the irrigation system in the
event owner fails to relocate the irrigation system prior to construction of the
project.
If Owner elects to retain improvements and/or landscaping ("Improvements")
located on the Property, the Owner is responsible for their retrieval prior to the
construction of the project without any further notification from Purchaser.
Owner acknowledges that Purchaser has compensated Owner for the value of
the Improvements and yet Purchaser is willing to permit Owner to salvage the
Improvements as long as their retrieval is performed before construction and
without interruption or inconvenience to the County's contractor. All
Improvements not removed from the Property prior to construction of the
project commences shall be deemed abandoned by Owner.
This provision shall survive Closing and is not deemed satisfied by conveyance
of title.
6. Owner 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.
7. Owner agrees, represents and warrants the following:
.,
Agenda Item No. 16A 10
p~ember14,2 10
Page 7 of 29
(a) Owner has full right, power and authority to own and operate the
Property, to enter into and to execute this Agreement, to execute, deliver
and perform its obligations under this Agreement and the instruments
executed in connection herewith, to undertake all actions and to perform
all tasks required of Owner hereunder and to consummate the
transaction contemplated hereby.
(b) 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 Owner 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, Owner 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, 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.
(e) There are no maintenance, construction, advertising, management,
leasing, employment, service or other contracts affecting the Property.
(f) Owner has no knowledge that there are any suits, actions or arbitration,
administrative or other proceedings or governmental investigations or
requirements, formal or informal, existing or pending or threatened which
affect the Property or which adversely affect Owner'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.
(g) Purchaser is entering into this Agreement based upon Owner's
representations stated in this Agreement and on the understanding that
Owner will not cause the 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, Owner 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 physical condition of the Property or its intended use by Purchaser.
(h) The Property and all uses of the Property have been and presently 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 Owner 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 Owner 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.
8. Owner shall indemnify, defend, save and hold harmless the Purchaser against
and from, and reimburse the Purchaser with respect to, any and all damages,
claims, liabilities, laws, costs and expenses (including without limitation
reasonable paralegal and attorney fees and expenses whether in court, out of
court, in bankruptcy or administrative proceedings or on appeal), penalties or
. .
1
i
i
Agenda Item No. 16 .10
p~~1tIember 14, 2 10
Page 8 of 29
fines incurred by or asserted against the Purchaser by reason or arising out of
the breach of any of Owner's representations under paragraph 7(h). This
provision shall survive Closing and is not deemed satisfied by conveyance of
title.
9. Purchaser shall pay all fees to record any curative instruments required to clear
title, and all Warranty Deed recording fees. In addition, Purchaser may elect to
pay reasonable processing fees required by mortgagees in connection with the
execution and delivery of a Release or Subordination of any mortgage, lien or
other encumbrance recorded against the Property; provided, however, that any
apportionment and distribution of the full compensation amount in Paragraph 2
which may be required by any mortgagee, lien-holder or other encumbrance-
holder for the protection of its security interest, or as consideration due to any
diminution in the value of its property right, shall be the responsibility of the
Owner, and shall be deducted on the Closing Statement from the
compensation payable to the Owner per Paragraph 2.
10. In accordance with the provisions of Section 201.01, Florida Statutes,
concerning payment of documentary stamp taxes by Purchaser, Owner shall
further pay all documentary stamp taxes required on the instrument(s) of
transfer, unless the Property is acquired under threat of condemnation.
Furthermore, there shall be deducted from the proceeds of sale all prior year
ad valorem taxes and assessments levied against the parent tract property
which remain unpaid as of the date of Closing.
11. All ad valorem real estate taxes due on the Property during Owner's term of
possession, and all maintenance charges and assessments due from Owner,
for which a bill is rendered prior to closing, will be charged against Owner on
the closing statement. Real Property taxes shall be prorated based on the
current year's tax and paid by Owner. If Closing occurs at a date when the
current year's millage is not fixed, taxes will be prorated based upon such prior
year's millage.
12. 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.
13. If the Owner holds the Property in the form of a partnership, limited partnership,
corporation, trust or any form of representative capacity whatsoever for others,
Owner shall make a written public disclosure, according to Chapter 286, 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 held in such capacity is conveyed to Purchaser, its
successors and assigns. (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.)
14. Conveyance of the Property by Owner is contingent upon no other provisions,
conditions, or premises other than those so stated herein; and this written
Agreement, including all exhibits 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 Owner and Purchaser.
15. 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
I
Agenda Item No. 16 10
p~r5ember 14, 2 10
Page 9 of 29
Agreement shall remain in full force and effect and not be affected by such
invalidity.
16. This Agreement is governed and construed in accordance with the laws of the
State of Florida.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first above written.
AS TO PURCHASER:
DATED:
ATTEST:
DWIGHT E. BROCK, Clerk
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
Deputy Clerk
BY:
Fred W. Coyle, Chairman
AS TO OWNER:
DATED: "":\-\ '2..\ I n
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Approved as to form and
legal sufficiency:
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Assistant County Attorney
PROJECT NO. 60044
PROJECT PARCEL NO. 221 FEE
FEE SIMPLE INTEREST
,..,.,.1.
LEGAL DESCRIPTION & SKETCH
(NOT A SURVEY)
THE SOUTH 100 FEET OF TRACT 74, GOLDEN GATE ESTATES UNIT
NO. 65-A, AS RECORDED IN PLAT BOOK 9, PAGE 46 OF THE
PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA.
CONTAINING 0.758 ACRES, MORE OR LESS
Fee SlMPI,.E
INTEREST
EXHIBIT A
PageL af-,-
TRACT 74
WEST PROPERTY LINE ..
..
EAST PROPERTY LINE
-.. -.. --'-" -.. _. '_.._.. _.1_.._
PROPOSED ADDITIONAL RIGHT-OF-WAY (100 FEET)
EXISTING Oil WELL ROAD RIGHT-OF-WAY LINE & PROPERTY LINE
100 FEET
N
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T
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NOT TO SCALE
ColDer County Transportation Engineering & Construction Management Department
OS/27/109;31 AM
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Agenda Item No. 16A 10
September 14, 2010
Page 11 of 29
PROJECT: Oil Well Road #60044
PARCEL No(s): 224Fee
FOLIO No(s): 40011000004
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (hereinafter referred to as the "Agreement") is
made and entered into on this _ day of ,2010, by and between
HUGO LAZARO FORTES and JESSIE FORTES, whose mailing address is 14752 SW
169th Lane, Miami, Florida 33187, (hereinafter referred to as "Owner"), 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 land described in Exhibit "A"
(hereinafter referred to as the "Property"), which is attached hereto and made a part of
this Agreement; and
WHEREAS, Owner desires to convey the Property to Purchaser for the stated
purposes, on the terms and conditions set forth herein; and
WHEREAS, Purchaser has agreed to compensate Owner for conveyance of the
Property.
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.
The purchase price (the "Purchase Price") for the Property shall be $27,590.00
(U.S. Currency) payable to Owner at time of closing, subject to the
apportionment and distribution of proceeds pursuant to Paragraph 9 of this
. Agreement (said transaction hereinafter referred to as the "Closing"). Said
payment to Owner, payable by County Warrant, shall be full compensation for
the Property conveyed, including all landscaping, trees, shrubs, improvements,
and fixtures located thereon, and shall be in full and final settlement of any
damages resulting to Owner's remaining lands, costs to cure, including but not
limited to the cost to relocate the existing irrigation system and other
improvements, and the cost to cut and cap irrigation lines extending into the
Property, and to remove all sprinkler valves and related electrical wiring, and all
other damages in connection with conveyance of said Property to Purchaser.
Purchaser shall also pay the aggregate amount of $10,500 dollars (U.S.
Currency) to the Bella Y. Patel Trust Account as payment in full of all attorneys'
fees, expert witness fees and costs as provided for in Chapter 73, Florida
Statutes.
2. Owner shall convey a marketable title free of any liens, encumbrances,
exceptions, or qualifications. Marketable title shall be determined according to
the applicable title standards adopted by the Florida Bar and in accordance
with law. Owner shall obtain from the holders of any liens, exceptions and/or
qualifications encumbering the Property, the execution of such instruments
which will remove or release such encumbrances from the Property upon their
recording in the public records of Collier County, Florida. At or prior to Closing,
Owner shall provide Purchaser with a copy of any existing prior title insurance
policies. Owner shall provide such instruments, properly executed, to
Purchaser on or before the date of Closing. Owner shall cause to be delivered
,
Agenda Item No. 1 10
Pa~lZtember 14, 10
Page 12 29
Purchaser on or before the date of Closing. Owner 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) General Warranty Deed;
(b) Closing Statement;
(c) Grantor's Non-Foreign, Taxpayer Identification and "Gap" Affidavit;
(d) W-9 Form; and
(e) Such evidence of authority and capacity of Owner and its representatives
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.
3. Both Owner and Purchaser agree that time is of the essence. Therefore,
Closing shall occur within ninety (90) 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 Owner in that amount
shown on the Closing Statement as "Net Cash to Seller," and Owner shall
deliver the Closing Documents to Purchaser in a form acceptable to Purchaser.
Purchaser shall be entitled to full possession of the Property at Closing.
4. Owner agrees to relocate any existing irrigation system located on the Property
including irrigation lines, electrical wiring and sprinkler valves, etc., prior to the
construction of the project without any further notification from Purchaser.
Owner assumes full responsibility for the relocation of the irrigation system on
the remainder property and its performance after relocation. Owner holds
County harmless for any and all possible damage to the irrigation system in the
event owner fails to relocate the irrigation system prior to construction of the
project.
If Owner elects to retain improvements and/or landscaping ("Improvements")
located on the Property, the Owner is responsible for their retrieval prior to the
construction of the project without any further notification from Purchaser.
Owner acknowledges that Purchaser has compensated Owner for the value of
the Improvements and yet Purchaser is willing to permit Owner to salvage the
Improvements as long as their retrieval is performed before construction and
without interruption or inconvenience to the County's contractor. All
Improvements not removed from the Property prior to construction of the
project commences shall be deemed abandoned by Owner.
This provision shall survive Closing and is not deemed satisfied by conveyance
oftitle.
5. Owner 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.
6. Owner agrees, represents and warrants the following:
(a) Owner has full right, power and authority to own and operate the
Property, to enter into and to execute this Agreement, to execute, deliver
and perform its obligations under this Agreement and the instruments
executed in connection herewith, to undertake all actions and to perform
,
Agenda Item No. 16 10
p~.~ember 14, 10
Page 13 29
all tasks required of Owner hereunder and to consummate the
transaction contemplated hereby.
(b) 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 Owner 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, Owner 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, 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.
(e) There are no maintenance. construction, advertising, management,
leasing, employment, service or other contracts affecting the Property.
(f) Owner has no knowledge that there are any suits, actions or arbitration,
administrative or other proceedings or governmental investigations or
requirements, formal or informal, existing or pending or threatened which
affect the Property or which adversely affect Owner'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.
(g) Purchaser is entering into this Agreement based upon Owner's
representations stated in this Agreement and on the understanding that
Owner will not cause the 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, Owner 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 physical condition of the Property or its intended use by Purchaser.
(h) The Property and all uses of the Property have been and presently 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 Owner 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 Owner 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.
7. Owner shall indemnify, defend, save and hold harmless the Purchaser against
and from, and reimburse the Purchaser with respect to, any and all damages,
claims, liabilities, laws, costs and expenses (including without limitation
reasonable paralegal and attorney fees and expenses whether in court, out of
court, in bankruptcy or administrative proceedings or on appeal), penalties or
fines incurred by or asserted against the Purchaser by reason or arising out of
the breach of any of Owner's representations under paragraph 7(h). This
provision shall survive Closing and is not deemed satisfied by conveyance of
title.
Agenda Item No. 16A 10
p~~mber 14, 2010
Page 14 of 29
8. Purchaser shall pay all fees to record any curative instruments required to clear
title, and all Warranty Deed recording fees. In addition, Purchaser may elect to
pay reasonable processing fees required by mortgagees in connection with the
execution and delivery of a Release or Subordination of any mortgage, lien or
other encumbrance recorded against the Property; provided, however, that any
apportionment and distribution of the full compensation amount in Paragraph 2
which may be required by any mortgagee, lien-holder or other encumbrance-
holder for the protection of its security interest, or as consideration due to any
diminution in the value of its property right, shall be the responsibility of the
Owner, and shall be deducted on the Closing Statement from the
compensation payable to the Owner per Paragraph 2.
9. In accordance with the provisions of Section 201.01, Florida Statutes,
concerning payment of documentary stamp taxes by Purchaser, Owner shall
further pay all documentary stamp taxes required on the instrument(s) of
transfer, unless the Property is acquired under threat of condemnation.
Furthermore, there shall be deducted from the proceeds of sale all prior year
ad valorem taxes and assessments levied against the parent tract property
which remain unpaid as of the date of Closing.
10. All ad valorem real estate taxes due on the Property during Owner's term of
possession, and all maintenance charges and assessments due from Owner,
for which a bill is rendered prior to closing, will be charged against Owner on
the closing statement. Real Property taxes shall be prorated based on the
current year's tax and paid by Owner. If Closing occurs at a date when the
current year's millage is not fixed, taxes will be prorated based upon such prior
year's millage.
11. 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.
12. If the Owner holds the Property in the form of a partnership, limited partnership,
corporation, trust or any form of representative capacity whatsoever for others,
Owner shall make a written public disclosure, according to Chapter 286, Florida
Statutes, under oath, subject to the penalties prescribed for pe~ury, of the
name and address of every person having a beneficial interest in the Property
before the Property held in such capacity is conveyed to Purchaser, its
successors and assigns. (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.)
13. Conveyance of the Property by Owner is contingent upon no other provisions,
conditions, or premises other than those so stated herein; and this written
Agreement, including all exhibits 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 Owner and Purchaser.
14. Should any part of this Agreement be found to be invalid, then such invalid part
shall be severed from the Agreement, and the remaining provisions of this
Agreement shall remain in full force and effect and not be affected by such
invalidity.
15. This Agreement is govemed and construed in accordance with the laws of the
State of Florida.
Agenda Item No. 16 10
pife'~mber 14, 2 10
Page 150 29
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first above written.
AS TO PURCHASER:
DATED:
ATTEST:
DWIGHT E. BROCK, Clerk
Deputy Clerk
AS TO OWNER:
DATED: .T v'-'< 2.. ~ Z-' I "
I
r:<d/?ej/# <;'; 5: d
Witness (Signature)
---9-LcA 0 (ft.,UC>
Name (Print or Type)
-I~
Wtnes ( Ign ~
Witness (Signature)
~~<
Name (print~
Approved as to form and
legal sufficiency:
~
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
BY:
Fred W. Coyle, Chairman
~~b
HUGO RO ;6;TES
J~~)
-,
PROJECT NO. 60044
PROJECT PARCEL NO. 224 FEE
FEE SIMPLE INTEREST
Agenda Item No. 6A10
September 1 ,2010
^ Page 1 of 29
EXHIBIT r"1
,..-.. \ a(
LEGAL DESCRIPTION & SKETCH
(NOT A SURVEY)
THE SOUTH 100 FEET OF TRACT 103, GOLDEN GATE ESTATES
UNIT NO. 6S-A, AS RECORDED IN PLAT BOOK 9, PAGE 46 OF THE
PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA.
CONTAINING 0.7S8 ACRES, MORE OR LESS
TRACT 103
WEST PROPERTY LINE
EAST PROPERTY LINE
..-.. -..-. '-"-"_" _. ._.. _. ._1._..
PROPOSED ADDITIONAL RIGHT-OF-WAY (100 FEET)
EXISTING OIL WELL ROAD RIGHT-OF.WAY LINE & PROPERTY LINE
N
o
R
T
H
NOT TO SCALE
CollIer County Transportation Engileering & Construction Management Department
051261102:35 PM
Agenda Item No. 16A 10
September 14, 2010
Page 17 of 29
PROJECT:
PARCEL No:
FOLIO No:
Oil Well Road #60044
225FEE
40011080008
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (hereinafter referred to as the "Agreement") is
made and entered into on this _ day of , 2010, by and between
ADELA M. FIALLO, a married woman, who took ownership individually, whose mailing
address is 251 E. 41st. Street, Hialeah, Florida 33013-2237, (hereinafter referred to as
"Owner"), 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 land described in Exhibit "A"
(hereinafter referred to as the "Property"), which is attached hereto and made a part of
this Agreement; and
WHEREAS, Owner desires to convey the Property to Purchaser for the stated
purposes, on the terms and conditions set forth herein; and
WHEREAS, Purchaser has agreed to compensate Owner for conveyance of the
Property.
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. The purchase price (the "Purchase Price") for the Property shall be:
$27,680 dollars (U.S. Currency)
payable to Owner at time of closing, subject to the apportionment and
distribution of proceeds pursuant to Paragraph 9 of this Agreement (said
transaction hereinafter referred to as the "Closing"). Said payment to Owner,
payable by County Warrant, shall be full compensation for the Property
conveyed, including all landscaping, trees, shrubs, improvements, and fixtures
located thereon, and shall be in full and final settlement of any damages
resulting to Owner's remaining lands, costs to cure, including but not limited to
the cost to relocate the existing irrigation system and other improvements, and
the cost to cut and cap irrigation lines extending into the Property, and to
remove all sprinkler valves and related electrical wiring, and all other damages
in connection with conveyance of said Property to Purchaser. Purchaser shall
also pay the aggregate amount of $10,500 dollars (U.S. Currency) to the Bella
Y. Patel Trust Account as payment in full of all attorneys' fees, expert witness
fees and costs as provided for in Chapter 73, Florida Statutes.
3. Owner shall convey a marketable title free of any liens, encumbrances,
exceptions, or qualifications. Marketable title shall be determined according to
the applicable title standards adopted by the Florida Bar and in accordance
with law. Owner shall obtain from the holders of any liens, exceptions and/or
qualifications encumbering the Property, the execution of such instruments
which will remove or release such encumbrances from the Property upon their
recording in the public records of Collier County, Florida. At or prior to Closing,
Owner shall provide Purchaser with a copy of any existing prior title insurance
policies and surveys. Owner shall provide such instruments, properly
Agenda Item No. 16A 10
p~~mber 14, 2010
Page 18 of 29
executed, to Purchaser on or before the date of Closing. Owner 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) General Warranty Deed;
(b) Closing Statement;
(c) Grantor's Non-Foreign, Taxpayer Identification and "Gap" Affidavit;
(d) W-9 Form; and
(e) Such evidence of authority and capacity of Owner and its representatives
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 Owner and Purchaser agree that time is of the essence. Therefore,
Closing shall occur within ninety (90) 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 Owner in that amount
shown on the Closing Statement as "Net Cash to Seller," and Owner shall
deliver the Closing Documents to Purchaser in a form acceptable to Purchaser.
Purchaser shall be entitled to full possession of the Property at Closing.
5. Owner agrees to relocate any existing irrigation system located on the Property
including irrigation lines, electrical wiring and sprinkler valves, etc., prior to the
construction of the project without any further notification from Purchaser.
Owner assumes full responsibility for the relocation of the irrigation system on
the remainder property and its performance after relocation. Owner holds
County harmless for any and all possible damage to the irrigation system in the
event owner fails to relocate the irrigation system prior to construction of the
project.
If Owner elects to retain improvements and/or landscaping ("Improvements")
located on the Property, the Owner is responsible for their retrieval prior to the
construction of the project without any further notification from Purchaser.
Owner acknowledges that Purchaser has compensated Owner for the value of
the Improvements and yet Purchaser is willing to permit Owner to salvage the
Improvements as long as their retrieval is performed before construction and
without interruption or inconvenience to the County's contractor. All
Improvements not removed from the Property prior to construction of the
project commences shall be deemed abandoned by Owner.
This provision shall survive Closing and is not deemed satisfied by conveyance
of title.
6. Owner 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.
7. Owner agrees, represents and warrants the following:
(a) Owner has full right, power and authority to own and operate the
Property, to enter into and to execute this Agreement, to execute, deliver
and perform its obligations under this Agreement and the instruments
executed in connection herewith, to undertake all actions and to perform
-
Agenda Item No. 16A 10
p~~mber 14,2010
Page 19 of 29
all tasks required of Owner hereunder and to consummate the
transaction contemplated hereby.
(b) 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 Owner 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, Owner 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, 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.
(e) There are no maintenance, construction, advertising, management,
leasing, employment, service or other contracts affecting the Property.
(f) Owner has no knowledge that there are any suits, actions or arbitration,
administrative or other proceedings or govemmental investigations or
requirements, formal or informal, existing or pending or threatened which
affect the Property or which adversely affect Owner'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.
(g) Purchaser is entering into this Agreement based upon Owner's
representations stated in this Agreement and on the understanding that
Owner will not cause the 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, Owner 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 physical condition of the Property or its intended use by Purchaser.
(h) The Property and all uses of the Property have been and presently 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 Owner 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 Owner 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.
8. Owner shall indemnify, defend, save and hold harmless the Purchaser against
and from, and reimburse the Purchaser with respect to, any and all damages,
claims, liabilities, laws, costs and expenses (including without limitation
reasonable paralegal and attorney fees and expenses whether in court, out of
court, in bankruptcy or administrative proceedings or on appeal), penalties or
fines incurred by or asserted against the Purchaser by reason or arising out of
the breach of any of Owner's representations under paragraph 7(h). This
provision shall survive Closing and is not deemed satisfied by conveyance of
title.
Agenda Item No. 16A 10
P_~mber 14, 2010
Page 20 of 29
9. Purchaser shall pay all fees to record any curative instruments required to clear
title, and all Warranty Deed recording fees. In addition, Purchaser may elect to
pay reasonable processing fees required by mortgagees in connection with the
execution and delivery of a Release or Subordination of any mortgage, lien or
other encumbrance recorded against the Property; provided, however, that any
apportionment and distribution of the full compensation amount in Paragraph 2
which may be required by any mortgagee, lien-holder or other encumbrance-
holder for the protection of its security interest, or as consideration due to any
diminution in the value of its property right, shall be the responsibility of the
Owner, and shall be deducted on the Closing Statement from the
compensation payable to the Owner per Paragraph 2.
10. In accordance with the provisions of Section 201.01, Florida Statutes,
concerning payment of documentary stamp taxes by Purchaser, Owner shall
further pay all documentary stamp taxes required on the instrument(s) of
transfer, unless the Property is acquired under threat of condemnation.
Furthermore, there shall be deducted from the proceeds of sale all prior year
ad valorem taxes and assessments levied against the parent tract property
which remain unpaid as of the date of Closing.
11. All ad valorem real estate taxes due on the Property during Owner's term of
possession, and all maintenance charges and assessments due from Owner,
for which a bill is rendered prior to closing, will be charged against Owner on
the closing statement. Real Property taxes shall be prorated based on the
current year's tax and paid by Owner. If Closing occurs at a date when the
current year's millage is not fixed, taxes will be prorated based upon such prior
year's millage.
12. 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.
13. If the Owner holds the Property in the form of a partnership, limited partnership,
corporation, trust or any form of representative capacity whatsoever for others,
Owner shall make a written public disclosure, according to Chapter 286, 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 held in such capacity is conveyed to Purchaser, its
successors and assigns. (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.)
14. Conveyance of the Property by Owner is contingent upon no other provisions,
conditions, or premises other than those so stated herein; and this written
Agreement, including all exhibits 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 Owner and Purchaser.
15. Should any part of this Agreement be found to be invalid, then such invalid part
shall be severed from the Agreement, and the remaining provisions of this
Agreement shall remain in full force and effect and not be affected by such
invalidity.
16, This Agreement is governed and construed in accordance with the laws of the
State of Florida.
Agenda Item No. 16A 10
p~@mber 14, 2010
Page 21 of 29
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first above written.
AS TO PURCHASER:
DATED:
ATTEST:
DWIGHT E. BROCK, Clerk
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
Deputy Clerk
BY:
Fred W. Coyle, Chairman
AS TO OWNER:
DATED: 0(.- dJ.') -~tlllJ
-i nt6t~-
Witn~ature)
. r. / iJ ).1 L/),- :~1
i.. Uc::te-{.,:;L. 1. ".~ .a.[4
Adela M. Fiallo '
N(/4/Jt1.-1.S782~L
Name (Print or Type)
....;..~jJ ';" ~; .l w'
, Witnes,; (Signature) -<:'7
/l1 A /..J. 10 1~'C7 u c-tt A
Name (Print or Type)
Approved as to form and
legal sufficiency:
. '
i PROJECT NO. 60044
; PROJECT PARCEL NO. 225 FEE
I FEE SIMPLE INTEREST
EXHIBIT ft
. J ;-;---1
Page--LC;C:..Lw,
LEGAL DESCRIPTION & SKETCH
(NOT A SURVEY)
THE SOUTH 100 FEET OF TRACT 106, GOLDEN GATE ESTATES
I UNIT NO. 65-A, AS RECORDED IN PLAT BOOK 9, PAGE 46 OF THE
PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA.
l CaNT AINING 0.758 ACRES, MORE OR LESS
FEE SIMPLE
INTEREST
TRACT 106
! .
WESTPROi'EIffi' UNE.-J
I r-'-'
t..-..-..-..-..-, .-.. -"- .._.._1._.._
I PROPOSED ADDITIONAL R1GHT.QF.WAY (lOll FEEl)
EXISTING 00. WELL ROADRlGHT.QF.WAY L1NE& PROPERlY UNE J LOOFEil
E-AST PlIDI'ER1Y LINE
NOT TO SCALE
U
R !
~
CoIietCounly Trans~n Engineering & COl1slnl!lWn t.'~n'9oment Department
03I31l1011D:15AM
A enda em No. 16A10
Sept mber 14, 2010
Page 22 of 29
PROJECT:
PARCEL No.:
FOLIO No.:
Oil Well Road - Phase II
227FEE
40011240000
Agenda Item No. 16A 10
September 14,21)10
Page 23 0)29
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (hereinafter referred to as the "Agreement") is
made and entered into on this _ day of , 20_, by and
between RITA MARIA SANTACRUZ, a single woman, whose mailing address is 7808
Outerbridge Street, Wesley Chapel, Florida 33545-4185, (hereinafter referred to as
"Owner"), 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 land described in Exhibit "A"
(hereinafter referred to as the "Property"), which is attached hereto and made a part of
this Agreement; and
WHEREAS, Owner desires to convey the Property to Purchaser for the stated
purposes, on the terms and conditions set forth herein; and
WHEREAS, Purchaser has agreed to compensate Owner for conveyance of the
Property.
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. The purchase price (the "Purchase Price") for the Property shall be $19,810.00
(U.S. Currency) payable at time of closing, subject to the apportionment and
distribution of proceeds pursuant to Paragraph 9 of this Agreement (said
transaction hereinafter referred to as the "Closing"). Said payment, payable by
County Warrant, shall be full compensation for the Property conveyed,
including all landscaping, trees, shrubs, improvements, and fixtures located
thereon, and shall be in full and final settlement of any damages resulting to
Owner's remaining lands, costs to cure, including but not limited to the cost to
relocate the existing irrigation system and other improvements, and the cost to
cut and cap irrigation lines extending into the Property, and to remove all
sprinkler valves and related electrical wiring, and all other damages in
connection with conveyance of said Property to Purchaser. Purchaser shall
also pay the aggregate amount of $10,500 dollars (U.S. Currency) to the Bella
Y. Patel Trust Account as payment in full of all attorneys' fees, expert witness
fees and costs as provided for in Chapter 73, Florida Statutes.
3. OwnGr shall convey a marketable title free of any iiens, encumbrances,
exceptions, or qualifications. Marketable title shall be determined according to
the applicable title standards adopted by the Florida Bar and in accordance
with law. Owner shall obtain from the holders of any liens, exceptions and/or
qualifications encumbering the Property, the execution of such instruments
which will remove or release such encumbrances from the Property upon their
recording in the public records of Collier County, Florida. At or prior to Closing,
Owner shall provide Purchaser with a copy of any existing prior title insurance
policies. Owner shall provide such instruments, properly executed, to
Purchaser on or before the date of Closing. Owner shall cause to be delivered
Agenda Item No. 16A 10
p.,23mber 14, 2010
Page 24 o~ 29
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) General Warranty Deed;
(b) Closing Statement;
(c) Grantor's Non-Foreign, Taxpayer Identification and "Gap" Affidavit;
(d) W-9 Form; and
(e) Such evidence of authority and capacity of Owner and its representatives
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 Owner and Purchaser agree that time is of the essence. Therefore,
Closing shall occur within ninety (90) 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 Owner in that amount
shown on the Closing Statement as "Net Cash to Seller," and Owner shall
deliver the Closing Documents to Purchaser in a form acceptable to Purchaser.
Purchaser shall be entitled to full possession of the Property at Closing.
5. Owner agrees to relocate any existing irrigation system located on the Property
including irrigation lines, electrical wiring and sprinkler valves, etc., prior to the
construction of the project without any further notification from Purchaser.
Owner assumes full responsibility for the relocation of the irrigation system on
the remainder property and its performance after relocation. Owner holds
County harmless for any and all possible damage to the irrigation system in the
event owner fails to relocate the irrigation system prior to construction of the
project.
If Owner elects to retain improvements and/or landscaping ("Improvements")
located on the Property, the Owner is responsible for their retrieval prior to the
construction of the project without any further notification from Purchaser.
Owner acknowledges that Purchaser has compensated Owner for the value of
the Improvements and yet Purchaser is willing to permit Owner to salvage the
Improvements as long as their retrieval is performed before construction and
without interruption or inconvenience to the County's contractor. All
Improvements not removed from the Property prior to construction of the
project commences shall be deemed abandoned by Owner.
This provision shall survive Closing and is not deemed satisfied by conveyance
of title.
6. Owner 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.
7. Owner agrees, represents and warrants the following:
(a) Owner has full right, power and authority to own and operate the
Property, to enter into and to execute this Agreement, to execute, deliver
and perform its obligations under this Agreement and the instruments
executed in connection herewith, to undertake all actions and to perform
all tasks required of Owner hereunder and to consummate the
transaction contemplated hereby.
I
I
L
Agenda Item No. 16~ 10
p~~mber 14, 2~10
Page 25 o~ 29
(b) 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 Owner 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, Owner 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, 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.
(e) There are no maintenance, construction, advertising, management,
leasing, employment, service or other contracts affecting the Property.
(f) Owner has no knowledge that there are any suits, actions or arbitration,
administrative or other proceedings or governmental investigations or
requirements, formal or informal, existing or pending or threatened which
affect the Property or which adversely affect Owner'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.
(g) Purchaser is entering into this Agreement based upon Owner's
representations stated in this Agreement and on the understanding that
Owner will not cause the 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, Owner 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 physical condition of the Property or its intended use by Purchaser.
(h) The Property and all uses of the Property have been and presently 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 Owner 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 Owner 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.
8. Owner shall indemnify, defend, save and hold harmless the Purchaser against
and from, and reimburse the Purchaser with respei:,;t to, any and all damages,
claims, liabilities, laws, costs and expenses (including without limitation
reasonable paralegal and attorney fees and expenses whether in court, out of
court, in bankruptcy or administrative proceedings or on appeal), penalties or
fines incurred by or asserted against the Purchaser by reason or arising out of
the breach of any of Owner's representations under paragraph 7(h). This
provision shall survive Closing and is not deemed satisfied by conveyance of
title.
Agenda Item No. 16Jt.10
p~~mber 14, 2{])10
Page 26 ofi 29
9. Purchaser shall pay all fees to record any curative instruments required to clear
title, and all Warranty Deed recording fees. In addition, Purchaser may elect to
pay reasonable processing fees required by mortgagees in connection with the
execution and delivery of a Release or Subordination of any mortgage, lien or
other encumbrance recorded against the Property; provided, however, that any
apportionment and distribution of the full compensation amount in Paragraph 2
which may be required by any mortgagee, lien-holder or other encumbrance-
holder for the protection of its security interest, or as consideration due to any
diminution in the value of its property right, shall be the responsibility of the
Owner, and shall be deducted on the Closing Statement from the
compensation payable to the Owner per Paragraph 2.
10. In accordance with the provisions of Section 201.01, Florida Statutes,
concerning payment of documentary stamp taxes by Purchaser, Owner shall
further pay all documentary stamp taxes required on the instrument(s) of
transfer, unless the Property is acquired under threat of condemnation.
Furthermore, there shall be deducted from the proceeds of sale all prior year
ad valorem taxes and assessments levied against the parent tract property
which remain unpaid as of the date of Closing.
11. All ad valorem real estate taxes due on the Property during Owner's term of
possession, and all maintenance charges and assessments due from Owner,
for which a bill is rendered prior to closing, will be charged against Owner on
the closing statement. Real Property taxes shall .be prorated based on the
current year's tax and paid by Owner. If Closing occurs at a date when the
current year's millage is not fixed, taxes will be prorated based upon such prior
year's millage.
12. 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.
13. If the Owner holds the Property in the form of a partnership, limited partnership,
corporation, trust or any form of representative capacity whatsoever for others,
Owner shall make a written public disclosure, according to Chapter 286, 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 held in such capacity is conveyed to Purchaser, its
successors and assigns. (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.)
14. Conveyance of the Property by Owner is contingent upon no other provisions,
conditions, or premises other than those so stated herein; and this written
Agreement, including all exhibits 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 Owner and Purchaser.
15. Should any part of this Agreement be found to be invalid, then such invalid part
shall be severed from the Agreement, and the remaining provisions of this
Agreement shall remain in full force and effect and not be affected by such
invalidity.
16. This Agreement is governed and construed in accordance with the laws of the
State of Florida.
l.'
Agenda Item No. 16A 10
p~~mber 14, 2010
Page 27 of 29
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first above written.
AS TO PURCHASER:
DArED:
ATTEST:
DWIGHT E. BROCK, Clerk
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
Deputy Clerk
BY:
FRED W. COYLE, CHAIRMAN
AS TO OWNER:
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DATED:
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Witness (Signature)
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Name (Print or Type}
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Witness (Signature)
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Name (Print or Type)
Approved as to form and
legal sufficiency:
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AssIstant County Attorney
last Revised: 02/19/2009
PROJEC1= NO. . 60044
PROJECT PARCEL NO. 227 FEE
FEE SIMPLE INTEREST
EXHIBIT ~
Page-Lof---L-
LEGAL DESCRIPTION & SKETCH
(NOT A SURVEY)
THE SOUTH 100 FEET OF TRACT 122, GOLDEN GATE ESTATES
UNIT NO. 65-A, AS RECORDED IN PLAT BOOK 9, PAGE 46 OF THE
PUBLIC RECORDS OF COLLIER COUNTY, FLQRIDA.
CONTAINING 0.613 ACRES, MORE OR LESS
WEST PROPERTY LINE
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100 FEET DRAINAGE EASEMENT ..:
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TRACT 122 : UNION
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PROPOSED ADDITIONAL RIGHT-OF-WAY (100 FEET)I
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EAST PROPERTY LINE
EXISTING OIL WELL ROAD RIGHT-OF-WAY LINE & PROPERTY LINE
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