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Parcel 101ACOLLIER COUNTY TRANSPORTATION DIVISION DEPARTMENT OF ENGINEERING & CONSTRUCTION MANAGEMENT RIGHT-OF-WAY ACQUISITION OFFICE MEMORANDUM DATE: March ~, 2004 TO: Sue Filson, Executive Manager - BCC FROM: Paul Young, Right-of-Way Property Acquisition Specialist Phone number: 239-213-5884 Vanderbilt Beach Road (Parcel # 10lA, a portion of 66679506364) 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: 101A FOLIO No: a portion of 66679506364 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (hereinafter referred to as the "Agreement") is made and entered into this __ day of ,2004, by and between TIBURON GOLF VENTURES LIMITED PARTNERSHIP, a Delaware Limited Partnership (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 $39,400.00 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 the liens, exceptions and/or qualifications encumbering the Property more padicularly described as Exhibit "R" attached hereto, the execution of such instruments w~lich will remove or release ~u~f~ encumurances 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 in the form of Exhibit "C" attached hereto 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 and Purchaser agree that, except as expressly provided for in this Agreement, the Property shall be sold and Purchaser shall accept possession of the Property at Closing "AS-IS","WHERE IS", and "WITH ALL FAULTS", with no right of set-off or reduction in the purchase price. Purchaser further acknowledges and agrees that except as expressly provided in this Agreement, it is relying solely upon its own inspection of the Property and not upon any representations made to it by any person whomsoever on Owner's behalf. 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 and Owner's title policy 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. Purchase Agreement Page 3 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. 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: DATED: '.--'~' "/' O y ATTEST: BOARD OF COUNTY COMMISSIONERS DWIG.,HT E. BROCK, Clerk COLLIER C(AUNTY, FLORIDA · ";~ *~ "' '~' :~": ' Do~a'Fiala, Chairman '~',, '~-~ ." .%; / '; ,;.,... ~;~Q.~R: TIBURON GOLF VENTURES LIMITED 'DZ~?~k_ ~ , ~ q PARTNERSHIP, a Delaware limited .... Padnership Witness (Signature) -Name (Print or Type , ~itness'(Si~0~ature) r ¢.0.. Name (Print or Type) Approved as to form and legal sufficiency: Ellen T. Chadwell Assistant County Attorney By: Tiburon Golf Ventures, Inc. General Partner Title Name (print or type) Agenda Date IJ - 5 -~ ~. Date Reda ¢"¢'0~ ~ c~ AIRPORT-PULLING ROAD EXISTING 200' ROW EXHIBIT III EXISTING NORTH ROW I_dx r'h LLJ Z REVISED PARCEL PARCEL 101A 15' TRACT "OC1 -E" PELICAN MARSH UNIT 20, PLAT BOOK .30, PAGES 7.3-75 EXISTING 24' F.P.L. EASEMENT PER O.R. BOOK 1285, PAGES 1917-1919 05/06/o3 0 75' 150' 225' SCALE: 1"=150' Notes: 1. This is not o survey. 2. Basis of bearing is the North line of Vonderbilt Beach Rood being S 89'4.3'59" E Florida State Plane Coordinates NAD 8,3/90, East Zone. ,3. Subject to easements, reservations and restrictions of record. 4. Easements shown hereon are 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. Description: Being the South 15.00 feet of the Westerly 566.81 feet of Tract "GC1-E", Pelican Marsh Unit Twenty, according to the plot thereof os recorded in Plot Book ,30, Pages 7.3 through 75 of the Public Records of Collier County, Florida. Containing .1952 acres, more or less. ANDREW B. BECK, P.S.M. (FOR THE FIRM) FLA. klC. NO. 6065 NOt V~,~.lO WITHOUT THE SIGNATURE AND THE ORIGINAL RAISED SEAL OF A FLORIDA LICENSED SURVEYOR AND MAPPER CERTIFICATE OF AUTHORIZATION LB //4.3 PROJECT NO.: 1~305~ J PARC£L NO, : IOIA WilsdnMiller CLIENT; TITLE: COLLIER COUNTY DEPARTMENT OF TRANSPORTATION ~KE'FOH AND DI~ORIPTION DATE: rPROJECT NO.: I SHEET NUMBER: 04224-000-.000 O/a OF XX FILE NO.: 1L-372 EXHIBIT "B" to Purchase Agreement Parcel No. 10lA Restrictions, conditions, reservation, easements and other matters contained on the Plat of Pelican Marsh Unit Twenty, as recorded in Plat Book 30, Page 73, of the Public Records of Collier County, Florida. Declaration of Covenants, Conditions and Restrictions for Tiburon Golf Course, recorded July 1, 1998, in O.R. Book 2436, Page 1454, as amended in O.R. Book 2767, Page 2943 and O.R. Book 3233, Page 188, Public Records of Collier County, Florida. Grant of Easement in favor of Pelican Marsh Community Development District recorded July 20, 2000, in O.R. Book 2700, Page 1879, Public Records of Collier County, Florida. EXHIBIT "C" PROJECT: PARCEL NO: FOLIO NO: 63051 10lA a portion of 66679506364 This instrument prepared by: Vivien N. Hastings, Esquire 24301 Walden Center Drive Bonita Springs, FL 34134 (239) 947-2600 WARRANTY DEED THIS WARRANTY DEED is made this __ day of ., 2004, by TIBURON GOLF VENTURES LIMITED PARTNERSHIP, a Delaware limited partnership, whose post office address is 24301 Walden Center Drive, Bonita Springs, Florida 34134 (hereinafter called the "Grantor") to COLLIER COUNTY, a political subdivision of the State of Florida, its successors and assigns, whose post office address is 3301 Tamiami Trail East, Naples, Florida 34112 (hereinafter called the "Grantee"). (Wherever used herein the terms "Grantor" and "Grantee" include all the parties to this instrument and the heirs, legal representatives, and assigns.) WITNESSETH: That the Grantor, for and in consideration of the sum ofTen Dollars ($10.00) and other valuable consideration, receipt whereof is hereby acknowledged, hereby grants, bargains, sells, aliens, remises, releases, conveys, and confirms unto the Grantee, all that certain land situate in Collier County, Florida, to wit: See attached Exhibit "A" which is incorporated herein by reference. Subject to easements, restrictions, and reservations of record. TOGETHER with all the tenements, hereditaments, and appurtenances thereto belong or in anywise appertaining. TO HAVE AND TO HOLD the same in fee simple forever. AND the Grantor hereby covenants with said Grantee that the Grantor is lawfully seized of said land in fee simple; that the Grantor has good fight and lawful authority to sell and convey said land; that the Grantor hereby fully warrants the title to said land and will defend the same against the lawful claims of all persons whomsoever; and that said land is free of all encumbrances except as noted above. IN WITNESS WHEREOF, the said Grantor has signed and sealed these presents the day and year first above written. Signed, sealed and delivered in the presence of: Printed Name Printed Name: TIBURON GOLF VENTURES LIMITED PARTNERSHIP, a Delaware limited partnership By: Tiburon Golf Ventures, Inc., a Delaware corporation, as General Parmer Print Name: Its: i :peli canmarsh\deed cty. tgv 1 STATE OF FLOP]DA ) COUNTY OF LEE ) The foregoing instrument was acknowledged before me this __ day of ., 2004, by , as of Tiburon Golf Ventures, Inc., a Delaware corporation, and General Parmer of Tiburon Golf Ventures Limited Partnership, a Delaware limited parmership, on behalf of the corporation and the partnership. He is personally known to me. Notary Public Printed Name My Commission Expires i:pelicanmarsh\deedcty.tgv 1