Parcel 190
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PROJECT: Progress Avenue Expansion
PARCEL No(s): 190
FOLIO No(s): 00281840005
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (hereinafter referred to as the "Agreement") is
made and entered into on this.l9:.- day of opf11eQ?be..r, 2010, by and between
UNITED PARCEL SERVICE, INC., an Ohio corp ration, whose mailing address is 55
Glenlake Parkway, NE, Atlanta, GA. 30328, (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 has agreed to quitclaim 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; and
WHEREAS, Owner had an approved site development plan for the expansion of
its parking and water management system on the Property's parent tract; and
WHEREAS, conveyance of the Property to Purchaser will require modification of
Owner's site development plan; and
WHEREAS, Owner has selected the engineering firm of Reynolds, Smith and
Hills, Inc., (hereinafter referred to a "RS&H") to modify Owner's site development plan;
and
WHEREAS, Owner desires for Purchaser to directly compensate RS&H for the
services required to modify the site development plan; and
WHEREAS, Purchaser is willing to compensate RS&H directly for the services
required to modify the site development plan; and
WHEREAS, in accordance with the Collier County Land Development Code,
Owner would have been required to construct a sidewalk along Progress Avenue as
part of its site development plan for the expanded parking and water management
system; and
WHEREAS, as part of its Progress Avenue Expansion project, Purchaser is
constructing a sidewalk along Progress Avenue; and
WHEREAS, it is appropriate to reduce the amount of compensation to Owner in
an amount equivalent to the cost to construct the sidewalk.
NOW, THEREFORE, in consideration of these premises, the sum of Ten Do!lars
($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.
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2. The purchase price (the "Purchase Price") for the Property shall be $96,000
(U.S. Currency), which represents the value of the land. Purchaser shall
deduct the cost of sidewalk construction ($20,000) from the Purchase Price for
an amount due to Owner of $76,000 ("Balance Due") which shall be paid to
Owner at time of closing, which shall occur no later than 90 days from the
effective date of this Agreement (said transaction referred to as the "Closing").
Said payment to Owner, payable by wire transfer as directed by Owner at the
time of the delivery of the Quitclaim Deed, 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 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. Purchaser shall pay all closing costs.
3. Owner shall convey title by Quitclaim Deed without any warranty of any kind or
any kind or nature including any warranty of title. At 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"):
a) Quitclaim Deed;
b) Closing Statement;
c) Grantor's Non-Foreign and Taxpayer Identification Affidavit;
d) W-9 Form; and
e) A Certificate of Authority executed by Owner's assistant secretary as
evidence of authority and capacity of Owner's signatories to execute and
deliver this agreement and all other documents required to consummate
this transaction.
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 both Parties. At Closing, the Balance Due shall be paid to
Owner in that amount shown on the Closing Statement as "Net Cash to Owner"
by wire transfer as directed by Owner, and a copy of the Closing Statement
executed by Purchaser shall be delivered to the Owner. Owner shall deliver
the Closing Documents to Purchaser with the Quitclaim Deed in the form
attached hereto as Exhibit liB" and made a part hereof. Owner shall deliver the
Closing Documents to Purchaser. Purchaser shall be entitled to full possession
of the Property at Closing.
5. Purchaser shall directly compensate RS&H for services required to modify
Owner's site development plan for expansion of its parking and water
management system, as a result of Owner's sale of the Property to Purchaser.
Payments, up to a maximum limiting aggregate amount of $17,000, shall be
made to RS&H upon the submission of invoices to Purchaser describing the
work that was performed. To the extent permitted by law, Purchaser shall
indemnify, defend and hold harmless Owner for any breach of Purchaser's
agreement to compensate RS&H. The forgoing indemnification shall not
constitute a waiver of Collier County's sovereign immunity beyond the limits set
forth in Florida Statues, Section 768.28, nor shall the same be construed to
constitute agreement by either party to indemnify the other party for such other
party's negligent act or omissions. This provision shall survive Closing and is
not deemed satisfied by conveyance of title.
6. Owner agrees, represents and warrants to the best of its knowledge without
independent inquiry the following:
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a) Owner has full right, power and authority to execute this Purchase
Agreement.
b) 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.
7. Purchaser shall pay all fees to record any curative instruments required to clear
title, and all Quitclaim 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. Purchaser shall be liable for
all Closing Costs.
8. In accordance with the provisions of Section 201.01, Florida Statutes,
concerning payment of documentary stamp taxes, since the Property is being
acquired for a capital improvement project approved by the Board of Collier
County Commissioners as part of the Transportation Element of Collier
County's Growth Management Plan it is being acquired under threat of
condemnation and the consideration paid therefore is exempt from the payment
of documentary stamp taxes.
9. All ad valorem real estate taxes due on the Property during Owner's term of
possession, 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.
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. 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.
12. 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.
13. 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.
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AS TO PURCHASER:
DATED:~
ATTEST: BOARD OF COUNTY COMMISSIONERS
DWIGHi '(;'?8ROCK,Clerk COLLIER COUNTY, FLORIDA
'; -~""'-"'..., -'. BY: ~W_ ~
~ -:;;. (.:'....... . ......~ . ~ 1 '. Fred W. Coyle, Chairman '.
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Approved as to form and
legal sufficiency:
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Assistant County Attorney
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POINT OF BEGINNING
S0'03'13.e: 30.
46'20.....W 42.20'
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GENERAL NOTES:
1. BEARINGS SHOWN HEREON ARE BASED ON THE EAST
UNE OF THE NORTHEAST QUARTER OF SECll0N 36,
TOWNSHIP 49 SOUTH, RANGE 25 EAST AS BEARING
NOO .02'18'W.
2. THIS DOCUMENT IS NOT VALID WITHOUT THE SIGNATURE
AND ORIGINAL RAiseD EMBOSSED SEAL OF THE
PROFESSIONAL SURVEYOR AND MAPPER UNDER WHOSE
SUPERVISION ITWAS PREPARED.
3. THIS DOCUMENT IS PROPERlY OF COLLIER COUNTY
TRANSPORTATION DIVISION AND NO OTHER EN'TllY SHALL POINT OF CO'u""ENCE...n:oNT
BE EN'TlTLED TO USE IT OR THE OA TA CONTAINED THEREIN. / __ JllLI:I
EAST 1 4 CORNER
SECTION 36, TOWNSHIP 49 SOuTH
LEGAL DESCRIPTION: RANGE 25 EAST
COMMENCING AT THE EAST QUARTER CORNER OF SECTION 36, TOWNSHIP 49 SOUTH, RANGE 25 EAST;
THENCE RUN N00002'18"W ALONG THE EAST LINE OF THE NORTHEAST QUARTER OF SAID SECTION 36
AND THE WESTERLY RIGHT-OF-WAY OF LIVINGSTON ROAD A DISTANCE OF 1316.96 FEET TO THE POINT
OF INTERSECTION OF SAID UNE WITH THE SOUTH RIGHT-OF-WAY LINE OF PROGRESS AVENUE; THENCE
RUN S89021'lS"W ALONG SAID SOUTH RIGHT-OF-WAY LINE A DISTANCE OF 75.00 FEET TO THE POINT
OF BEGINNING; THENCE CONTINUE 589021'lS"W ALONG SAID SOUTH RIGHT-OF-WAY LINE A DISTANCE
OF 516.00 FEET; THENCE RUN SOOo03'13"E A DISTANCE OF 30.00 FEET; THENCE RUN N89021'lS"E A.
DISTANCE OF 546.00 FEET; THENCE RUN N4so20'46"W A DISTANCE OF 42.20 FEET TO THE POIN1',Qf'U"U""" ~.'..
BEGINNING. CONTAINING THEREIN 0.366 ACRES OR 15,929.S3 SQUARE FEET, MORE OR ,LE~(\'" \ '1 \ ~ .;',~: ,',I f# "~;" - "_
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THIS IS NOT A SURVEY
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~~ ~__'Kty BOARD OF COLLIE R:c6~;:i20ll WSStPNERS.
~ ~ TRANSPORTATION S:ERvt~ DmsION
~ ROAD WAINTENANCE DEPARnmNT '
- . - ~ 1iIBa6 SOUTH KORSE8HOJ: DRIVI: -
IUPLBS, PLORIDA, U104 (lil80) liI68-8UI8
SKETCH AND DESCRIPTION StIr
PROGRESS AVENUE R/W OF
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EXHIBIT B
QUITCLAIM DEED
THIS INDENTURE, Made this _ day of ,2010,
By United Parcel Service, Inc., a corporation existing under the laws of the State of Ohio,
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 collectively referred to as "Buyer",
WITNESSETH: That Owner, for and in consider~tion of the sum of $1 0.00 Dollars, and other
valuable considerations, lawful money of the United States of America, to Owner in hand paid by the
Buyer, the receipt whereof is hereby acknowledged, has remised, released and quitclaimed to the
Buyer, Buyer's heirs and assigns forever, all the rights, title, interest and claim of the Owner in and to
the following described land in Collier County, Florida, to-wit:
See Exhibit "A" attached hereto and made a part hereof.
To Have and to Hold, the above described premises, with the appurtenances, unto Buyer, Buyer's
heirs and assigns forever.
IN WITNESS WHEREOF, Owner has caused these presents to be executed in its name, and its
corporate seal to be hereunto affixed, by its proper officers thereunto duly authorized, the day and
year first above written.
UNITED PARCEL SERVICE, INC.
By:
Vice President
ATTEST:
AsstJ Secretary
Witness Signature
Witness Printed Name
Witness Signature
Witness Printed Name
STATE OF GEORGIA
COUNTY OF FUL TON
The foregoing instrument was acknowledged before me this _ day of ,2010 by
as Vice President on behalf of the corporation. He/she is
personally known to me or has produced driver Iicense(s) as identification.
Printed Name:
Notary Public
My Commission expires: