Parcels 111/711A/711B
PROJECT: 60001
PARCEL No(s): 111n11A/711 B
FOLIO No(s):30806000083
PURCHASE AGREEMENT
THIS PURCHASE AGR,EEMENT (h~einafter referred to as.,the "Agreement") is
made and entered into this 2>ldf day of vi41JU~t ' 200~by and between
NAPLES INVESTMENT GROUP, LLC, a Florida limite liability company, an , whose
mailing address is 4951 Tamiami Trail North, Naples, Florida 34103-3067 (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 designated as Parcel 111
and described in Exhibit "A", which is attached hereto and made a part of this
Agreement, and requires Temporary Construction Easements in that land designated
as Parcel 711A and 711 B described in Exhibit "B", (collectively referred to as the
"Property").
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:
~ 120,000.00
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 Temporary Construction Easements for 711A and 711 B
and convey marketable title for Parcel 111 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"):
(a) Warranty Deed for Parcel 111, and Temporary Construction Easement for
Parcel 711A and 711 B;
Purchase Agreement
Page 2
(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. 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, 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.
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 and easement 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
obtaining the written consent of Purchaser
encumbrance, or agreement which consent
Purchaser for any reason whatsoever.
to such conveyance,
may be withheld by
(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 and Temporary Construction Easement 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
Purchase Agreement
Page 4
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.
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
2006 taxes, and shall be 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.
Purchase Agreement
Page 5
IN WITNESS VYHEREOF, the parties hereto have executed this Agreement on
this 3L day of J Cu\,,,, U A AJ ' 20 erJY
Property acquisition approved by BCC pursuant to Resolution No. 2005-431, dated
12/13/05.
AS TO PURCHASER:
DATED: --D 3/1 D't
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ATTEST':"M. ....
D.~. j~..ffr\i'~.~,c.:~~, Clerk
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BOARD OF COUNTY COMMISSIONERS
::LLlE~;(~
James Coletta, Chairman
AS TO OWNER:
NAPLES INVESTMENT GROUP, LLC.
DATED:
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By: U CU-<./',.J:--f"- . 0 .
?/
T?u / /: 7q Wlt-e 1/
N'ame (Print or Type) I
Name (Print or Type)
c%l5gi,.j}J~
Witness (Signature)
L. tJ S'-rFrt (j,iN/E,n
Name (Print or Type)
Manaqinq Member
(Title)
Approved as to form and
legal sufficiency:
ALt:l~
Ellen T. Chadwell
Assistant County Attorney
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BEARING
588'01 '48"W
NOO'50'44" E
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Legal Description
A portion of Lot 10, Edison Village, os
recorded in Plot Book 43, pages 76
through 77 of the Public Records of
Collier County, Florida, being more
particularly described as tollows.
Beginning at the northeast corner of said
Lot 10 said point also being the westerly
right-at-way line of Collier Boulevard;
thence South 00'50'44" West along the
westerly right of way of Collier Boulevard,
a distance of 225.31 feet to the
southeast corner at said Lot 10; thence
South 88'01'48" West olong the south line
of soid Lot 10, 0 distance of 25.03 feet;
thence leaving said south line North
00'50'44" Eost, a distance of 32.02 feet;
thence South 89'09'16" East, 0 distance
of 10.00 feet; thence North 00"50'44"
East, a distance of 193.78 feet to the
northerly line of said Lot 10; thence North
88'01 '48" East along said northerly line, a
distance of 15.02 feet to the POINT OF
BEGINNING.
Containing 3,698 square feet, more or
less.
NOTES:
1. This is not a survey.
2. Basis of bearing is the West line of
County Rood 951 (C.R. 951) being N
00'50'44" E, Florida State Plane Coordinates
NAo 83/90, Eost Zone.
3. Subject to easements, reservations and
restrictions of record.
4. Easements shown hereon ore per plat,
unless, otherwise noted.
5. Dimensions are in feet and decimals
thereof.
6. Certificate of authorization LB 43.
7. R/W represents Right-ai-Way.
8. P.O.B. represents Point of Beginning.
9. P.O.C. represents Point of Commencemen
10. O.R. represents Official Records.
11. L.B.E. represents Landscape Buffer
Easement.
12. U.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 [asement.
16. P. U.E. represents Public Utility Easement.
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Feb 21. 2006 - 14:21:49 TOSBORNEIX:\SUR\collier blvd\CH2MHill\SK & D\LElY CULTURAL PARKWAY--LONECREEK DRIVE.dwg
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Commencing at the Southeast corner of
sold Lot 10 said point olso lying on the
westerly right-at-way line of Collier
Boulevard; thence South 88'01 '48" West,
along the southerly line of said Lot 10. 0
distance of 25.03 feet to the POINT OF
BEGINNING; thence continue South
8S'01 '48" West, olong said line, a distance
of 8,01 feet; 'thence leaving said line
North 00'50'44" East, 0 distonce of 32.42
feet; thence South 89'09' 16" East, a
distance of 8.00 feet; thence Sauth
00'50'44" West, 0 distance of 32.03 feet
to the POINT OF BEGINNING.
J._
Legal Description
A portion of Lot 10, Edison Viiloge, os
recorded in Plot Book 43, pages 76
through 77 of the Public Records of
Collier County, Florida, being more
particularly described as follows.
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NOTES:
,. This is not Q survey.
7' S.E.
O.R. Book 21241
Page 160 I
2. Basis of beoring is the West fine of
County Road 951 (CR. 951) bein9 N
00'50'44" [, Florido State Plane Coordinotes
NAD 83/90, [ost Zone.
3. Subject to easements, reservations and
restrictions of record.
4. Eosements shown hereon ore per plat,
unless otherwise noted.
5. Dimensions are in feet and decimals
thereof.
6. Certificate of authorization L8 43.
7. R/W represents Right-of- Way.
8. P,O.B, represents Point of Beginning.
9. P.D.C. represents Point of Commencemen
10. O.R. represents Official Records.
11. L.B.E. represents Landscape Buffer
Easement.
12. U.[. represents Utility [asement.
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.
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BEARING
S88'01'48"W
NOO"50'44" E
589'09' 16" E
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L51
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LINE TABLE
LENGTH
8.01
32.42
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NOT VALID WITHOUT THE SIGNA TURE AND TH[
ORIGINAL RAISED SEAL' 'or; Ai ,FLORIDA LICENSED
SURVEYOR AND MAPPER
This is NOT a Survey,
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Parcel 711 B
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BEARiNG
N89'09'16"W
N88'01148"E
Legol Description
A portion of Lot 10, Edison Village, os
recorded in Plat Book 43, pages 76
through 77 of the Public Records of
Collier County, Florida, being more
.particularly described as follows.
Commencing at the northeast corner of
said Lot 10 said point also lying on the
westerly right-ot-way line of Collier
Boulevard; thence South 88'01 '48" West
along the north line of said Lot 10, a
distonce of 15.02 feet to the POINT OF
BEGINNING; thence leoving soid line South
00'50'44" West, 0 distonce of 193.78 feet;
thence North 89'09'16" West, 0 distonce
of 8.00 feet; thence North 00'50'44" Eost,
o distonce of 193.39 feet to the northerly
line of soid Lot 10; thence North
88'01 '48" Eost olang soid northerly line, 0
distonce of 8.01 feet to the POINT OF
BEGINNING.
Containing 1,548 square feet. more or
less,
NOTES:
1. This is not 0 survey.
2. Basis of bearing is the West line of
County Road 951 (C.R. 951) being N
00.50'44" E, Florida State Plane Coordinotes
NAD 83/90, Eost Zone.
3. Subject to easements, reservations and
restrictions of record.
4, Easements shown hereon ore per plot,
unless otherwise noted.
5. Dimensions are in feet and decimals
thereof.
6. Certificate of authorization LB 43.
7. R/W represents Ri9ht-ol-Way.
8. P.D.B. represents Point 01 Beginning.
9. P.O.C. represents Point of Commencemen
10. O.R. represents Official Records.
11. L.B.E. represents Landscape Buffer
Easement.
12. U.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 Eosement.
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NOT VALiD WITHOiJTTtfE SIGNAWRE AND THE
ORIGINAL RAISED ScA(,.gIj:l\i'!'iLORIOA LiCENSED
SURVEYOR AND MAPPER ". ..!
This is NOT a Survey.
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1
1
I
1
I
I
1
I
LOT 12
~
direction
CHI FU::
lC-41
03/06
E.,
PAO.lU:T NO;
N6015-S0U-OOl
REV: