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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"): . '. '--'-~-"'"-~---'-'-'-------~~"'''''''''''''"''''''-"-'''-''-''-~'~-''"''''' :-1 "."... ,;~!~ 1 ~ \.} .....: Purchase Agreement Page 2 "11 (~ r: ; i" ' ~ 1""1, L~ '- ".e (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 ~ !~) ;' ,.;.;;,) "-j 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 -.-....-".-,. '-~--.....,-_...__~""_...__..M_ 10 A ",',J ..~ Purchase Agreement Page 4 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, ~.---_..-._>,.,...~-....'''"~''~---'-._._'''---"~--._..._-,----"'''~''^'-'~''''''--'_~"__'~~.''_'''~N''_''''_'______ Purchase Agreement , " J', - ..t~; ~ ::J" li.i /" ," ,'.~~'_i~_.....:' ',w-' .;;; .'~-A':tTEST: ...,,~_i',.. ,. "j~{)WI~HT E, BBC:>di'. Clerk '~r {3; "'~' ",' . .' ". ~...~ . ;:."l......._".. ,..~1~ :? :~ ~. I ~~ AS TO OWNER: W;A TED! ;J.j/1:~ (c_ ); /_ (f a=_t'~ ;> Wi ness (SigA~lllire) Ivl {j ",d'S / I' (10 Name (Print or Type) ~ a~;r (~(cit~ , itness (Signature) ;kjl" t' s fie ;v /)/2 ( Y Name (Print or Type) \) I u ..l ..iJ/\{i 1 /1",;1 'Iv Witness (Slgnatu e) -~ I'r, \ Name (Print or Type) /f;;~dJ I!u~ Witness (Signature) ft~ ~/~~77/J Name (Print or Type) Approved as to form and legal sufficiency: /~V~ Ellen T, Chadwell Assistant County Attorney lUh Page 5 BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY. F~ . BY: ,_~~ ~--' FRANK HALAS, CHAIRMAN l::' --'-- /~ - (I /2' //) i :~a;lt[LL/l....j_ ~~' t(-L<~~ Laz ra'Jr, Avila " ~~ (l=-~ Claribel C Olichwior -'-""'~'-~-""-"""'~--,""",;""-"-"''''~'-~'--''''------;~,_---".."_..".~~",~_. -~._..,._-