Parcels 118, 120
PROJECT: Collier Blvd. Project #60001
PARCEL No(s): 118, 120
FOLIO No(s): 62030900024 & 62030900503
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (herein eferred to as the "Agreement") is
made and entered into on this -1L day of ' ,2007, by and between
PRU NAPLES, LLC, a Delaware limited Iiabili co any, whose mailing address is 8
Campus Drive, 4th Floor, Parsippany, New Jersey 07054, (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:
$ 172,000.00
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, 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. 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"):
(a) Warranty Deed;
(b) Closing Statement;
(c) Grantor's Non-Foreign, Taxpayer Identification and "Gap" Affidavit;
(d) Subordination and Consent to Grant of Easement;
(e) W-9 Form; and
Page 2
(f) 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.
4. Prior to Closing, Owner shall cooperate with Purchaser's 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. This shall include a release (s) of all existing
mortgage(s) and liens and subordination (s) from the Naples Lakes
Commercial Property Owner's Association, Inc. for its various easement
interest(s). Closing is contingent upon title being cleared of these
encumbrances. Owner shall provide such instruments, properly executed, to
Purchaser on or before the date of Closing.
5. 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. 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 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
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
Page 3
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.
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.
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. All legal nonconformities resulting from the acquisition of Parcel #118 will be
permitted to remain per the provisions of 1.04.04 (8) (2), Land Development
Code.
13. 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.
14. 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.
Page 4
15. 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. 2005-431 approved on the
13th day of December, 2005, agenda item no. 10E.
AS TO PURCHASER:
DATED: j.3{. O-:t
" . ~:,~. ~... :'~I. . e p'" ,n
A TrEST: . ~ '.
DlNIG,HT E. ~a~K, Clerk
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test,a'.to;~~ €Ierk
sl\11latur. Onl~
BOARD OF COUNTY COMMISSIONERS
COLlIER~'DA
BY: ~
JAMES COLETTA, Chairman
AS TO OWNER:
DATED:
f
PRU NAPLES, LLC, a Delaware limited liability
romp,", S. ~
BY: 81~
(Si ure)
Lt {L Pel' I~
(Print Name/Title)
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({vc
Witness (Sign~ture)
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Witness (Signature)
J().j 4u L~/l/US
Name (Print or Type)
--
Approved as to form and
legal sufficiency:
k 41IL"hJ~
len T. Chadwell
Assistant County Attorney
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SIERRA :
MEAOOWS 1
PLAT BOOK 39 ,
PAGES 11 -13 1
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GRAPHIC SCALE
LINE
L79
L80
CURVE RADIUS
C37 25.00'
CURVE TABLE
LENGTH TANGENT
37.94' 23.70
DELTA
86'56'38"
REVISED PER CH2MHILL
REVISED PER CH2MHILL
10/06
05/06
Parcel 118
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LENGTH
16.94
15.00
CHORD
34.40'
TMO/1965
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BEARING
N31'37'33"E
S89'05'50" E
CHORD BRG.
S44'19'29"W
Legal Description
A portion of Tract A, Naples Lakes
Shopping Center, as recorded in Plat Book
36, pages 98 through 99 of the Public
Records of Collier County, Florida, being
more particularly described as follows.
Beginning at the northeast corner of said
Tract A. said point also lying on the
westerly right-of-way line of Collier
Boulevard; thence South 00'50'44" West,
along said westerly right-ot-way line. a
distance of 328.37 feet ta a point af
curve to the right having a radius of
25.00 feet, a central angle of 86'57'27",
and a chord bearing of South 44'19'29"
West. 0 chord distance of 34.40 feet;
thence southwesterly along the orc 0
distance of 37.94 feet; thence leaving said
line North 31'37'33" Eost, 0 distance of
16.94 feet; thence North 00'50'44" East, a
distance of 338.79 feet to the north line
of said Tract A; thence South 89'05'50"
East along said northerly line. a distance
of 15.00 feet to the POINT OF BEGINNING.
Containing 5,230 square feet, more or
less.
NOTES:
,. This is not Q survey.
2. Basis of 'bearing is the West line of
County Road 957 (C.R. 957) being N
00.50'44" E, Florida State Plane Coordinates
NAD 83/90, Easf Zone.
3. Subject to easements, reservations and
restrictions of record.
4. Easements shown hereon ore per plot,
unless otherwise noted.
5. Dimensions ore in feet and decimals
thereof.
6. Certificate of authorization LB 43.
7. R/W represents Right-af- Way.
8. P.D.B. represents Point of Beginning.
9. P.O.C. represents Point of Commencement.
10. O.R. represents Official Records.
7 7. L.BE represents Landscape Buffer
Easement.
12. U.E. represents Utility Easement.
73. 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.
tl<
DA VID J. 'A TT, ,S. M, (FOR THE FIRM)
FLA. LiC. 0, 5834
NOT VALiD WITHOUT THE SIGNATURE AND THE
ORIGINAL RAISED SEAL OF A FLORIDA LiCENSED
SURVEYOR AND MAPPER
This is NOT a Survey,
Wi/.Miller _"1:'~~~
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WisonMifer, Inc.
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N6015-S0U-OOl 116 OF X
-_III:
lC-41
REV:
Oct 04, 2006 - 07:22:5.3 TOSBORNElx:\SUR\collier blvd\CH2MHill\ 1 C-41\Noples Lokes Shopping Cenler,dwg
LINE BEARING
SCALE L98 NOO'50'44"E
CURVE TABLE
CURVE RADIUS DELTA LENGTH TANGENT CHORD CHORD BRG,
C8 48,00' 33'32'48" 28.10' 14.47 27.70' N63'37'42"W
C9 48.00' 43'38'09" 36.56' 19.22 35.68' N45'19'39"E
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NAPLES LAKES
SHOPPING
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PLAT BOOK 36
PAGES 98-99
TRACT A
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Revised bearing in description
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lC-41
Porcel 120
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Le9al Description
The easterly 25,00 feet of Tract R-1, Naples
Lakes Shopping Center, os recorded in Plot
Book 36, pages 98 through 99 of the Public
Records of Collier County, Florida, being more
particularly described as follows.
Beginning at the southeast corner of said
Tract R-', said point also being the
intersection of the southerly right-oF-way line
of Tract R-l and the westerly right-of-way
line of Collier Boulevard and the beginning of
o curve to the left, of which the radius point
lies South 43'08'32" West, 0 radial distance
of 48,00 feet and having 0 chord bearing of
North 63'37'42" West, 0 chord distance of
27.70 feet; thence northwesterly along the
southerly line of said Tract R-l and the arc,
through 0 central angle of 33'32'48", 0
distance of 28.10 feet; thence leaving said
line North 00'50'44" East, 0 distance of
38.61 feet to the northerly right-of-way line
of said Tract R-l and a point of curve of a
non tangent curve to the left, of which the
radius point lies North 22'51 '15" West, 0
radial distance of 48.00 feet and having a
chord bearing of North 45'19'39" East, a
chord distance of 35,68 feet; thence
,northeasterly along said northerly
right-of-way line and the ore, through 0
central angle of 43'38'09", 0 distance of
36.56 feet to the westerly right-of-way of
said COllier Boulevard; thence South 00'50'44"
West along said line, 0 distance of 76.00
feet to the POINT OF BEGINNIING.
Containing 1,312 square feet, more of less,.
NOTES:
1. This is not a. survey.
2. Basis of bearing is the West line of.
County Rood 957 (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 plot,
unless otherwise noted.
5. Dimensions are in feet and decimals
thereof.
6. Certilicate or authorization L8 43,
7. R/W represents Right-or-Way.
8. P.O.B. represents Point of Beginning.
9. P.D.C. represents Point of Commencement.
70, OR. represents Official Records.
11. L.8,E, represents Landscape 8uffer
Easement.
12. U,E, represents Utility Easement.
73, F,P,L.E, represents Florida Power & Light
Easement.
14. D.E. represents Drainage Ease.ment.
75, S.E. represents Sidewalk Easement,
16. P.U.E. represents Public Utility Easement.
17. L.E. repersents Landscape Easement.
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FLA. LlC. N 5834 '.,ex. jY .."" ....
NOT VALID WITHOUT'THE SIGNATVfi?[ AND THE
ORIGINAL RAISED SEAL' .Ofi :t4I';FLORIDA LICENSED
SURVEYOR AND MAPPER."'" ....,'.
This is NOT a Survey,
Wil.Miller _'"l:!=-='M
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I'IIO.IECI' NO; SItEET
N6015-S0U-00l 120 01' X
Mar 14, 2006 - 08;29:39 TOSBORNEjX:\SUR\colJier blvd\CH2MHill\ lC-41\Naples Lakes Shopping Center,dwg
1-.0 INDEX NO;
lC-41