Parcel 148
PROJECT: 60168 - Vanderbilt Beach Road Extension
PARCEL No(s): 148
FOLIO No(s): 36915160106
PURCHASE AGREEMENT
THIS PURCHASE AGREE;~ENT (her.ejnafter r~ferred to as the "Agreement") is
made and entered into this ~day of U L<..t- fI.A../ , 20J~J2, by and between
Lazara 1. Avila an unmarried woman and Claribel C. Olichwier, a married woman,
whose mailing address is 2060 Palo Duo Blvd., Fort Myers, Florida 33917-6760
(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 as: The North
165 feet of the South 330 feet of Tract 80 of Golden Gate Estates Unit 7, according to
the plat thereof, recorded in Plat Book 4 Pages 95 and 96 of the Public Records of
Collier County, Florida (hereinafter referred to as the "Property"); 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. Owner shall convey the Property to Purchaser for the sum of:
$290.000.00
subject to the apportionment and distribution of proceeds pursuant to
paragraph 10 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, and all other damages in connection with conveyance of said Property to
Purchaser, including 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. Prior to the 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"):
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(a) Warranty Deed;
(b) Closing Statement;
(c) "Gap", Tax Proration, Owner's and Non-Foreign 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. Prior to Closing, 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.
Owner shall provide such instruments, properly executed, to Purchaser on or
before the date of Closing.
5, Both Owner and Purchaser agree that time is of the essence of this Agreement
and that, 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, Purchaser shall deliver the
County Warrant to Owner 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.
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 is aware and understands that the "offer" to purchase represented by
this Agreement is subject to acceptance and approval by the Board of County
Commissioners of Collier County, Florida.
8. 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.
(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
Purchase Agreement
Page 3
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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 change the
physical condition of the Property or the governmental ordinances or laws
governing same.
(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.
9. 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 8(h), This
provision shall survive Closing and is not deemed satisfied by conveyance of
title.
10. 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 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 for the execution of any release, subordination or satisfaction,
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, In
accordance with the provisions of Section 201.01, Florida Statutes, concerning
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Purchase Agreement
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payment of documentary stamp taxes by Purchaser, Owner shall further pay all
documentary stamp taxes required on the instrument(s) of transfer,
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. Ad valorem taxes next due and payable, after closing
on the Property, shall be prorated at Closing based upon the gross amount of
20_ taxes, and shall be paid by Owner. Real Property taxes shall be prorated
based on the current year's tax with due allowance made for maximum
allowable discount, homestead and any other applicable exemptions 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, 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,
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
this _ day of ,20_.
Property acquisition approved by BCC pursuant to Resolution No. 2006-142 dated:
06/06/06.
AS TO PURCHASER:
DATED: /,J.-- :)....tj__ at,
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AS TO OWNER:
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Wi ness (SigA~lllire)
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Approved as to form and
legal sufficiency:
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Ellen T, Chadwell
Assistant County Attorney
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Page 5
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY. F~ .
BY: ,_~~ ~--'
FRANK HALAS, CHAIRMAN
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Laz ra'Jr, Avila
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Claribel C Olichwior
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