Parcel 119
PROJECT: Collier Blvd., # 60001
PARCEL No(s): 119
FOLIO No(s): a portion of 62030900228
PURCHASE AGREEMENT
THIS PURCHASE AGREEM~T (hereina~r referred to as the "Agreement") is
made and entered into on this ,~ day of j u"-L , 2007, by and between
WACHOVIA BANK, NATIONAL ASSOCIATION, suc~essor by merger to South Trust ~\
Bank, whose mailing address is Cerperats Rs:;tlty Ospartl'Rsr:lt, 1 ~4strgplsx Ori"s, S\.lit~ ~
.7k 500, Oiffl'1iF1!:jI9Bffi, 1\la13al'Ra aa2Qg 7ilQ1 , (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 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:
$39,800.00
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, 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. 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 executed and
acknowledged, in recordable form (hereinafter referred to as "Closing
Documents"):
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Page 2
(a) Warranty 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
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
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
Page 3
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,
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.
Page 4
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.
Acquisition Approved by BCC pursuant to Resolution No 2007-65 approved on the 13th
day of March, 2007, agenda item no: 10 ( C ).
AS TO PURCHASER:
DATED: Jv"ll-9t ZM)'
ATTEST:
DWIGHT E. BROCK, Clerk
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
~ ~~~~kQ.L'
'Atttst .It to 01<<1,..,. ,
~ I qnature on 1 ,
BY:
JAM
AS TO OWNER:
DATED: --, / I ~ /0'1
I I
~~~
Witness (Signature)
Approved as to form and
legal sufficiency:
'/.//A (y ~
Assistant County Attorney
Last Revised: 3/19/07
Page 5
WACHOVIA BANK,
NATIONAL
ASSOCIATION
S/B/M to
South Trust Bank
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Porcel 119
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SIGN EAS1MENT
O.R. BOOK 3151
PAGE 3 12
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--------------- ,! EXHISIT~
________..___~~~:.~.~..._...__..__., Page~ of {
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TRACT A
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NAPLES LAKES
SHOPPING
CENTER
PLAT BOOK 36
PAGES 9S-99
RATTLESNAKE )j~MMOCK_R.9~
--- 100' R/W
----------------------------i
_____T:::~_:______I i
SIERRA I
MEAOOWS I
PLAT BOOK ~9
PAGES 11 -113
I
N
LINE
L1
L2
L3
L4
L5
L6
L7
LINE TABLE
LENGTH
15.00
9.SS
9.00
12.73
11.17
10.00
4.27
BEARING
NS9'05'50"W
NOO'50'44" E
SS9'09'16"E
N44'09'16"W
NOO'50'44" E
NS9'09'1 "w
NOO'50'44" E
I
o 25 50 100 200
GRAPHIC SCALE
CURVE TABLE
CURVE RADIUS DELTA LENGTH TANGENT
C7 4S.DD' 33'32'48" 2S.10' 14.47
REV 4) REVISED PER CH2MHILL 04/07
REV 3) REVISEO PER CH2MHILL 07/06
REV 2) REVISED PER CH2MHILL 05/06
REV 1) REVISED TO ADD F.P.L.E. 03/06
CH2MHlLL 3/06
SKETCH & DESCRIPTION OF PARCEL 119
A PORTION OF
SECTION 15, TOWNSHIP 50 S" RANGE 26
COLLIER COUNTY, FLORIDA
__ c:oce _ 1M ClICEII 1M _ Fall
GCSOO TMO OJH lC-41
CHORD CHORD SRG.
27,70' S63'37'42"E
TMO/1965
TMO/1965
TMO/1965
TMO/1965
E"
I'IlOoImr NO:
N6015-S0U-OOl
Legal Description
A portion 01 Tract B, Naples Lakes Shopping
Center, as recorded in Plat Book 36. pages
9S through 99 01 the Public Records 01
Collier County, Florida, being mare particularly
described as follows.
Beginning ot the northeast corner of said
Tract 8. said point also being the intersection
01 the southerly right-of-way line 01 Tract
R-1 and the westerly right-of-way line of
Collier Boulevard; thence South 00'50'44"
West, along said westerly right-of-way line, a
distance 01 165,19 leet to the southeasterly
carner 01 Tract B; thence North S9'05'50"
West, along the southerly line of said Tract B,
a distance of 15.00 feet; thence leaving said
south line, North 00'50'44" East, a distance
of 9.SS leet; thence South S9'09'16" Eost, a
distance 01 9.00 feet; thence North 00'50'44"
East, a distance 01 142.79 feet; thence North
44'09'16" West, a distance of 12.73 leet;
thence North 00'50'44" East, 0 distance of
11.17 feet; thence North S9'09'16" West, 0
distance of 10.00 feet; thence North
00'50'44" East, 0 distance of 4.27 feet to
the southerly right-of-way line of said Tract
R-1 and the point of curve of a non
tangent curve to the right, of which the
radius point lies South 09'36'04" West, a
radial distance of 48.00 feet and having a
chord bearing of South 63'37'42" East, 0
chord distance of 27.70 leet; thence
southeasterly along said southerly
right-of-way line and the arc, through 0
central angle 01 33'32'4S", 0 distance of
2S.10 feet to the POINT OF BEGINNING.
Containing 1,263 square feet, more of less.
NOTES:
1. This is not a survey.
2. Basis of bearing is the West fine of
County Rood 951 (CR. 951) being N
00'50'44" E, Florida State Plane Coordinates
NAD 83/90, East Zone.
3. Subject to easements. reservations and
restrictions of record.
4. Easements shown hereon are per plat,
unless otherwise noted.
5. Dimensions are in feet and decimals
thereof.
6. Certificate of authorization LB 43.
7. R/W represents Right-ol-Woy.
8. P.O.B. represents Point 01 Beginning.
9. P.Q,C. represents Point of Commencement.
10. O.R. represents Official Records.
11. L.B.E. represents Landscape Buffer
Easement.
12. V.E. represents Utility Easement.
13. F.P.L.E. represents Florida Power & Light
Easement.
14. D.E. represents Drainage Easement.
15. S.E. represents Sidewalk Easement.
16. P.U.E. represents Public Utility Easement.
17. l.E. repersents Landscape Easement.
;(' ,
YA , P.S:M. (FOR THE FIRM)
FLA. LlC. NO. 5834
NOT VALID WITHOI)TFlcIEstGNATURE AND THE
ORIGINAL RAISED SEAL' OF A PLORIOA LICENSED
SURVEYOR AND MAPRfR
This is NOT a Survey,
Wi/.Miller -"":':==-.
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_,tJe.
.UQl""'_IUlI.DI'''''.I'I:ri:II~."-~.,,..,.~.~_...............
IHEET
119 OF X
Ell
_ NlElC NO:
lC-41
Mor 14. 2006 - 08:29:39 TOSBORNEIX:\SUR\collier blvd\CH2MHill\ 1C-41\Noples lakes Shopping Center,dwg