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Purchase Agreement - Nichols PROJECT: 690817 PARCEL No(s): FPL Greenway FOLIO No(s): 00428240002 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (hereinafter referred to as the "Agreement") is made and entered into on this 1'l,lJdayof &{i'ij,YJ/b[/c- ,2007, by and between JANE L. NICHOLS, unremarried widow of Lee Royce Nichols, Jr. whose mailing address is C/O Jane L. Nichols, 8689 S.W. 56th Avenue Road, Ocala, FL 34476-9459, (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: $8,000.00 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. 3. Owner shall convey a title free of any liens, encumbrances, exceptions, or qualifications. 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"): (a) Quit Claim Deed; (b) Closing Statement; (c) Grantor's Non-Foreign, Taxpayer Identification and "Gap" Affidavit; Page 2 (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 Doc;uments 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 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 Page 3 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. Purchaser shall pay all fees to record any curative instruments required to clear title, all Quit Claim 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. Seller shall pay any broker or real estate agency fees or commissions, and its own attorney's fees. 8. 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. 9. 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. 10. 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. Page 4 11. 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. 12. 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. 2004-209 approved on the 22no day of June, 2004 agenda item no. 16 (B) 5. AS TO PURCHASER: DATED: :J4.N l'{ Zoo i? I .().G. BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA BY: hI~ N ~1'vt2S COLETTA, Chairman ATTEST: .. DWIGHT E. BROCk. Clerk '. . De Attest IS to 11911lture OIIJ~ \ AS TO OWNER: JANE L. NICHOLS DATED:JJ /CJ.f) 1- ~ ~ r~JZ ( \ . -" ~. I n ss (Sign ure) r C- ~ q-v:L L. ~ tciuJ,u { Name (Print or Type) Approved as to form and legal sufficiency: hJL t>tlf"'..-/h_ Ellen Chadwell Assistant County Attorney EXHIBIT "A" LEGAL DESCRIPTION The West 110.00 feet of the East Yz, less the South 2,000.00 feet, Section 18, Township 50 South, Range 26 East, Collier County, Florida.