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Parcel 101BCOLLIER COUNTY TRANSPORTATION DIVISION DEPARTMENT OF ENGINEERING & CONSTRUCTION MANAGEMENT RIGHT-OF-WAY ACQUISITION OFFICE MEMORANDUM DATE: TO: February ~, 2004 Sue Filson, Executive Manager - BCC FROM: Paul Young, Right-of-Way Property Acquisition Specialist Phone number: 239-213-5884 Vanderbilt Beach Road (Parcel # 10lB, Folio # 66679506267) Attached please find the original Purchase Agreement for Vanderbilt Beach Road - Project 63051 for execution by Chairman Fiala.. This property is part of the acquisition approved by the BCC pursuant to a Gift and Purchase Resolution No. 2002-463, dated November 5, 2002 the Agenda Item Number was 10- B. The Account Number is 313 163673 Please sign this Agreement on behalf of the Purchaser (BCC) and forward to the Board Minutes and Records for attestation by the Clerk. Thank you! PROJECT: 63051 PARCEL No: 101B FOLIO No: a portion of 66679506267 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (hereinafter referred to as the "Agreement") is made and entered into this __ day of ,2004, by and between WCl COMMUNITIES, INC, a Delaware corporation (hereinafter referred to as "Owner"), whose address is 24301 Walden Center Dr., Suite 300, Bonita Springs, FL 34134-4920 and COLLIER COUNTY, a political subdivision of the State of Florida, its successors and assigns (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: Owner shall convey the Property to Purchaser for the sum of $73,400 payable by County Warrant (said transaction hereinafter referred to as the "Closing"). Said payment shall be full compensation for the Property conveyed, including all landscaping, trees, shrubs, improvements, and fixtures located thereon. Owner acknowledges that this transaction is in furtherance of the Vanderbilt Beach Road Project, and this conveyance is in lieu of Purchaser's acquiring the Property via eminent domain proceedings. Accordingly, Owner waives any damages to its adjoining or contiguous property arising from claims which either have been made or which could have been made had this acquisition been accomplished via eminent domain, including severance damages, business damages, and all attorney's fees, expert witness fees and costs as provided for in Chapter 73, Florida Statutes. Owner expressly reserves the right to assert damages to its adjoining or contiguous property arising out of all other claims, such as those arising from Purchaser's negligent excavation of the Property. Prior to Closing, Owner shall use its reasonable commercial efforts to 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. Notwithstanding the foregoing, if Owner is unable to obtain such releases after using reasonable commercial efforts, it shall not be deemed in default under this Agreement. However, the Purchaser may elect to terminate this Agreement if Owner is unable to convey a clear and marketable title as provided by Florida law, provided notice of such termination is provided to Owner on or before sixty (60) days from the date of execution of this Agreement. Purchase Agreement Page 2 Both Owner and Purchaser agree that time is of the essence in regard to the Closing, and that therefore Closing shall occur within sixty (60) 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 conveyance instrument to Purchaser in a form acceptable to Purchaser. This Agreement shall automatically terminate with no liability to either party if closing has not occurred on or before one hundred twenty (120) days from the date of execution of this Agreement. Conveyance of the Property by Owner is contingent upon no other provisions, conditions, or premises other than those so stated herein; and the 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, pertaining to the subject matter outlined in this Agreement. 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. The Purchaser shall pay for all costs of recording the conveyance instrument in the Public Records of Collier County, Florida. All other costs associated with this transaction including but not limited to transfer, documentary and intangible taxes, and recording costs for any curative instruments shall be borne and paid by Owner. Owner shall be responsible for paying any costs and/or fees associated with securing from mortgagee(s), and recording in the public records of Collier County, Florida, such full or partial release(s) or satisfaction(s) as are necessary to convey a clear and marketable title to the Property. The cost of a title commitment shall be paid by Purchaser. Owner shall have no obligation or liability for any Pelican Marsh Community Development District fees or assessments on the property subsequent to closing. Owner will be responsible for all fees and assessments by Pelican Marsh Community Development District pro-rata through the date of closing. Owner will be responsible for providing a letter of estoppel from Pelican Marsh Community Development District as to all future fees and assessments. Notwithstanding the foregoing, if Owner is unable to obtain such letter of estoppel after using reasonable commercial efforts, it shall not be deemed a default under this Agreement and Purchaser shall have the right to terminate this Agreement as provided in paragraph 2, above. 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. 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.) This Agreement is governed and construed in accordance with the laws of the State of Florida. Purchase Agreement Page 3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this __ day of ,20 Property acquisition approved by BCC pursuant to Resolution No. 2002-463 dated November 5, 2002. AS TO PURCHASER: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA BY:~__ , Chairman AS TO OWNER: WCI COMMUNITIES, INC., a Delaware DATED: j/~ ~/<;/'~' Corporation ~-~'~.,, ~ By:. ,.'""-'-~~ ~-"~1/~ (Signature) / Name~(Print or Type Witness (sign-at~r(~) Name (Print or Type) Title NAME (print or type) Approved as to form and legal sufficiency: Ellen T. Chadwell Assistant County Attorney AIRPORT-PULEING ROAD EXISTING 200' ROW I I I I I REVISED PARCEL PROJECT NO.: EXISTING NORTH ROW I I I I 0 75' 150' 225' SCALE: 1"=150' Notes: 1. This is not a survey. 2. Basis of bearing is the North line of Vonderbilt Beach Rood being S 89'45'59" E Florida State Plane Coordinates NAD 8.:3/90, East Zone. 3. Subject to easements, reservations and restrictions of record, ~ PARCEL 101B 0 m (.-)- <:{0 Oz '- 4. Easements shown hereon ore per plot, unless otherwise noted. 5. ROW represents Right of Way. 6. P.O.B. represents Point of Beginning. 7. P.O.C. represents Point of Commencement. EXISTING 24' F.P.L. EASEMENT PER O.R. BOOK 1285~ PAGES 1917-1919 o5/o6/0~ IPARCEL NO. : WilspnMille * ' ' Wl~,r~ifer, hc. May 09, 200.3 - 07:45:01 KTHOMPSOJX:~,SUR~04224\VANDYyL372_A.dwg Description: Being the South 15.00 feet of Tract "GC1-E", Pelican Marsh Unit Twenty, according to the plot thereof os recorded in Plot Book .30, Poge.s 7.3 through 75 of the Public Records of Collier County, Florida, less the Westerly 566.81 feet. Containing 0.255 acres, more or less. ANDREW B. BECK, P.S.M. (FOR THE FIRM) FLA, ,LIC. ,NO. 6065 05"//'CP~',,'~'~ (DATE SIGNED) NO? VA'LID WITHOUT THE SIGNATURE AND THE ORIGINAL RAISED SEAL OF A FLORIDA LICENSED SURVEYOR AND MAPPER CERTIFICATE OF AUTHORIZATION LB #43 CLIENT: DATE: 12/2002 COLLIER COUNTY DEPARTMENT OF: TRANSPORTATION · .~KETCH AND DESCRIPTION PROJECT NO.: O4224--OOO-OOO SHEET NUMBER: FILE NO,: O~b o~ xX 1L-,372