Parcel 137 FEE
Project: 511012 - LASIP
Parcel: 137 r:-F.:E
Folio: 55150360001 (reference only)
PURCHASE AGREEMENT
THIS PURCHASE AGRE~ENT (h~il1after !pferred to as the "Agreement") is
made and entered into this 1),_ day of s<J~J..1A) ,200'"7 by and between
LELY DEVELOPMENT CORPORATION F/KJA LELY aTATES, INCORPORATED, a
Texas corporation, whose mailing address is 8825 Tamiami Trail, East, Naples,
Florida 34113 (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, on February 5, 2007 the parties entered into an Easement
Agreement ("the Easement Agreement", in terms whereof Owner agreed to convey to
Purchaser a Drainage and Access Easement know as Parcel 837; and
WHEREAS, the parties no longer wish implement the Easement Agreement,
which will be replaced by this Purchase Agreement; and
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. Owner shall convey the Property to Purchaser for the sum of:
$8,700.00 (Eight Thousand, Seven Hundred and Nol100 Dollars)
subject to the apportionment and distribution of proceeds pursuant to
Paragraph 8 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. Prior to the 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. Owner shall cause to be delivered to Purchaser the
items specified herein and the following documents and instruments duly
Page 2
executed and acknowledged, in recordable form (hereinafter referred to as
"Closing Documents"):
(a) Quitclaim 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 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, 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 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
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
::Icq!!ire thl> Pro!'lerty 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 is no maintenance, construction, advertising, management,
leasing, employment, service or other contracts affecting the Property.
Page 3
(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 6(h). This
provision shall survive Closing and is not deemed satisfied by conveyance of
title.
8. 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
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.
9. 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 with due allowance made for maximum allowable discount,
Page 4
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.
10. 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.
11. 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.)
12. 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.
13. 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.
14. 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:
:l./ f] /V r
,
ATTEST:
DWIGHT E. BROCK, Clerk
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
.(,.,.
BY:
Tok
.
't u w t
It . ..l~,
erk
Page 5
AS TO OWNER:
DATED: /2- frzk7
, I
LEL Y DEVELOPMENT CORPORATION
F/K/A LELY ESTATES, INCORPORATED,
A TEXAS CORPORATION
wZ~1(!::at",e)
BY:
L......--'" -
.....-~7C./
---- .,. "--
><:'. -.'
"
_ r
.-.-- ..............
(Signature)
'J eYe L J- E.lJ~rz d V
Nam~;lPrint or Type)
h;
Name:
~ -\".,,- ~"- ~,~'" ~<:::.
(Print or Type)
Title:
""/
.' \ '\~;
Approved as to form and
Legal sufficiency:
~t~ . 1 &, ../tAr>
Ellen T. Chadwell
Assistant County Attorney
-
Last Revised: 9/5/07
SECTION 19, TOWNSHIP 50 SOUTH, I RANGE 26 EAST
COLLIER COUNTY, FLOFfIDA
SKETCH OF" COUNTY f'l'\lZcE.L J :1_7 FfE
(SEE SHEET 2 OF 2 FOR RESCRIPTION ..
POINT OF 4,<0 ,~9~ Q 8L.O
BEGINNING ~~..;> 9"~'~ \ ~ Vir 1
~)""
~/
\:-~.\ e
\ C'l "'\
\ '\ ~\
\ ti,\ \>'
\ \ <::;<<::
\ ~
\ If?. \ ,\:5
\ :<1C1\8
\ \
\
oz.\ \
'8>.\ ~
'"
~\ o~\
~ \~ \
'",\ r \
0_\ ~
\ ~ \
~ \ ~ \
~ \ ~
~ \ -I
~ \
o \
?J \
~ \
~ \
~ \
~ \
lJ) \ ',&
~ . tit,,;
~ \ $/:5
~ \ I
.....
/
PROJECT: NO. 759.~
PROJECT PARCEL NO: 1..37 Ft<E
TAX PARCEL NO.
. ~
............. ~ '"
. \8J .
;% ":. UCKEYE PALMS
~ :B CONDO
-1 "
IT1 "
:;0 :
a:
)>:
0: ~
-.......-: \8J
@
@
...-;
-
CID
PREP ARED BY:
....Jb
==== GNOIJ
.....
.....
1;;;1. kUmER &:
......11:>-.
......URUNDAGE~
Profe"ionaJ Ol1&ineon. Plannen. &: land l\lJ"VtIyoJ"B
CoD1w ~ $Ill... %00, 740ll 1:1UIlJaza1 Tnil, JtIll'Ull 11."-, n. lU101 (Hl)OeT-:nl1
x.. c:.-t;;,; Ih:i~ 101, u_ ~ *'".t,. 'or1lVwn. n. OlIlICIl (Nl)3lsT-I111
c.n&nnk of J.~ Iflllo g *' uti. Q UN lax: (Nl)ON....,
08/01/07
ALL 110' EASE
FOLIO ~O. ~ S"( 5-0'$ 6 boo I (!J...'i:f'.OM
(NOT A SURVEY)
~
'? "'"
~ ~- '\>
?.so.
EXHIBIT A-
t of2..
-
@
II
\
I
I,
,
,
"
,
,
" I "
" , s
""i- ~ \"\ >r-"\'<<;"",
tV~ ~ ~t{S ~()l ",
~ov ~. (,. "
<f ~v <? -"", "
t:\ -J.. -<<(-.r '0-', o. ",
'{,)"" I' ',~"
\,.. i ~. "...0 "
\f . ", ~<" ",
, "~',
, -v~ "
F~E SIMPLE ", ~~
'fERESr """ '1--?o
",
,
SHEET 1 OF z"
BY:
G Iy P. ADAMS. P.S.M. NO. 4390
SCALE: . = 1 .
DRAWN BY: JAN DATE: JUI Y 17. 2002
CHECK~D BY:~ PROJECT NO.: 7599-1
FILE Nql: 8789 ACAD NO:
A
PROJECT: NO, 'Z599 I
PROJECT PARCEL NO: J37EEfO ) ,
TAX PARCEL NO. ;>5'(<;O:?60001[ R.IOF, CY'-RLY ,
SECTION 19, TOWNSHIP 50 SOUTH, R~NGE 26 EAST
COLLIER COUNTY, FLORID,A
,
EXHIBIT A
~Q..ofd....
LEGAL DESCRIPTION
F'fj.4.c..F-L- I S7 rF-:6
I
ACL THA T PART OF TRACT B, LEL Y GOLF ESTA TES, UNIT NO. I, AS REC~RDED IN PLA T BOOK
8, PAGE 49, OF THE PUBLIC RECORDS OF COLLIER COUNTY. FLORIDA B11NG MORE PARTlCULARY
DESCRIBED AS FOLLOWS;
BEGINNING AT THE NORTHWEST CORNER OF SAID TRACT B; :
THENCE NORTH 89'J2'18" EAST 7.40 FEET TO THE NORTH QUA~TER CORNER OF
SAID SECTION 19, TOWNSHIP 50 SOUTH, RANGE 26 EAST; I
THENCE SOUTH 89'J2'J2" EAST 117.J7 FEET TO THE NORTHWESr. CORNER OF
LOT 6, BLOCK 1;
THENCE SOUTH 28"JJ'JJ" WEST 901.49 FEET TO THE WEST CORI'/ER OF LOT 27,
BLOCK 2; I
THENCE SOUTH 66'27'45" WEST ALONG TRACT A 179.06 FEET; I
THENCE NORTH 28'JJ'JJ" EAST ALONG- TRACT B 98J.90 FEET ~r THE POINT OF BEGINNING OF
THE Plto{'o1'FfJ P.l\-<..c.~L.'lnl"f!E HEREIN DESCRIBED.
CONTAINING 10J,705 SQUARE FEET OF LAND MORE OR LESS;
FEE SIMPlE
, INTEREST
PREPARED BY:
f
BEARINGS ARE BASED ON THE LELY GOLF ESTATES ~ACT I P
PLA T BOOK 8, PAGE 20, COLLIER COUNTY. FLOriDA I
08/01/07
ALL 110' EASE
SHEET 2 OF 2
'''it'
....
.... GNOL!
.....
::::: ARBER &
...... 3'
......
...... RUNDAGE,IIlC.
Professional engineers, planners, & land surveyors
COmet COUIll,y: Sult.e200.,."OO Tamlaml Trail. Norlh; Naplel, 'L3f1D8 (941)897_3111
Lee County, Suite 101. 1025 Hend.ry St.ree~, Yorl My..", FL 331lO1 (11"1)337-3111
CerUtleale of AUlhorJuUoD Not. LB ~1I4 and E8 ~8i Fax: (941lMlI-2.203
BY:
GU'11 P. Aq/'l~S, P,S.M. NO. 4390
SCALE: N. T.SV i
DRAWN ~Y:~ \ OATE: JULY 17 2002
CHECKEl{ BY:.JzEA PROJECT NO.: 7599-1
FILE No:1 8289 \ACAD NO: 8289 837
I
\
PROJECT: 511012 - LASIP
PARCEL: 137FEE
FOLIO: 55150360001 (reference only)
AFFIDAVIT
STATE OF FL-cJ~IDt+
COUNTY OF CULL I FiA.
BEFORE ME, the undersigned authority, duly authorized to take acknowledgments and
administer oaths, personally appeared JOEL IRA BOBROW, hereinafter referred to as
"Affiant," who, after being by me first duly sworn, states:
1, Affiant is over the age of 18 years, understands the obligations of an oath and has
personal knowledge of the facts stated herein,
2. Affiant is the Secretary/Treasurer for Lely Development Corporation,
3. Affiant confirms that the Luke de Lange, who executed the Purchase Agreement
between Lely Development Corporation Ilk/a Lely Estates, Incorporated and Collier
County dated OEOcE,.."fY".L fl., 2.007 (the "Purchase Agreement") as President, is one
and the same individual listed as President on the 2006 Annual Report of Lely
Development Corporation filed with the Florida Secretary of State on April 27, 2006.
4. Affiant further confirms that the Luke de Lange, who executed the Purchase
Agreement, is also one and the same individual as the Luit De Lange listed as
President on the 2007 Annual Report of Lely Development Corporation filed with the
Florida Secretary of State on May 4, 2007,
5, Affiant confirms that Luke de Lange a/k/a Luit De Lange, is President of Lely
Development Corporation, and was authorized to execute the Purchase Agreement on
behalf of Lely Development Corporation,
6, Further Affiant sayeth naught.
J
STATE OF: _F\or.clCl.
COUNTY OF: ('O";40Y
Sworn to and subscribed before me this ~
20~, by JOEL IRA BOBROW, who:
day of 1='4bru1HLO
V is personally known to me
OR
produced
as proof of identity,
(affix ~ot"'.rial sec'l)
~^1-
(Signature of Notary Public)
LM\h 'N~~
(Print Name of Notary Public)
Serial/Commission # (if any):J>'b 481l.jSS
My Commission Expires:~ 1 ~0D9
.
Approved as to form and
legal sufficiency
,kl1~
Ellen T, Chadwell
Assistant County Attorney
Last Revised: 2/27/07
"..."... lOR" NASH
..,.~'''' eo';}.. NoIal'f Public, SllltolF1alldl
, .' My CorMiSOiOIl Expilel Doc 7. 2009
f c......I. ..00.1455