Folio #00298480005 Purchase & Sale Agmt Project: Joint Land Purchase
Folio: 00298480005
AGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT is made and entered into by and between ASSET RECOVERY
XVIII, LLC, a Florida Limited Liability Company, whose mailing address is One Wall
Street — 16th Floor, New York, NY 10286, ATTN: Gordon Berger, Managing Director
(hereinafter referred to as "Seller"), and COLLIER COUNTY, a political subdivision of
the State of Florida and the BOARD OF COUNTY COMMISSIONERS OF COLLIER
COUNTY, FLORIDA, AS THE GOVERNING BODY OF COLLIER COUNTY AND AS
EX-OFFICIO THE GOVERNING BOARD OF COLLIER COUNTY WATER-SEWER
DISTRICT, whose mailing address is clo Real Property Management, 3335 Tamiami
Trail East, Suite 101, Naples, FL 34112 (hereinafter collectively referred to as
"Purchaser").
WITNESSETH
WHEREAS, Seller is the owner of that certain parcel of real property located in Collier
County, State of Florida, and being more particularly described in Exhibit "A"
(hereinafter referred to as the "Property"), attached hereto and made a part hereof by
reference.
WHEREAS, Purchaser is desirous of purchasing the Property, subject to the conditions
and other agreements hereinafter set forth, and Seller is agreeable to such sale and to
such conditions and agreements.
NOW, THEREFORE, and for and in consideration of the premises and the respective
undertakings of the parties hereinafter set forth and the sum of Ten Dollars ($10.00),
the receipt and sufficiency of which is hereby acknowledged, it is agreed as follows:
I. AGREEMENT
1.01 In consideration of the purchase price and upon the terms and conditions
hereinafter set forth, Seller shall sell to Purchaser and Purchaser shall purchase
from Seller the Property described in Exhibit"A".
II. PAYMENT OF PURCHASE PRICE
2.01 The purchase price (the "Purchase Price") for the Property shall be Five
Million Five Hundred Twenty-five Thousand Dollars ($5,525,000)(U.S. Currency)
payable at time of closing.
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lll. CLOSING
3.01 The Closing (THE "CLOSING DATE", "DATE OF CLOSING", OR
"CLOSING") of the transaction shall be held on or before thirty (30) days following
execution of this Agreement, unless extended by mutual written agreement of the
parties hereto. The Closing shall be held at the Collier County Attorney's Office,
Administration Building, 3299 Tamiami Trail East, Suite 800, Naples, Florida. The
procedure to be followed by the parties in connection with the Closing shall be as
follows:
3.011 Seller shall convey a marketable title free of any liens, encumbrances,
exceptions, or qualifications. Marketable title shall be determined according to
applicable title standards adopted by the Florida Bar and in accordance with
law. The Purchaser has reviewed title and accepts title as set forth in the
final title commitment at the time of Closing. At the Closing, the Seller shall
cause to be delivered to the Purchaser the items specified herein and the
following documents and instruments duly executed and acknowledged, in
recordable form:
3.0111 Special Warranty Deed in favor of Purchaser conveying title to
the Property, free and clear of all liens and encumbrances other than:
(a) The lien for current taxes and assessments.
(b) Such other easements, restrictions or conditions of record.
3.0112 Combined Purchaser-Seller closing statement.
3.0113 A "Gap," Tax Proration, Owner's and Non-Foreign Affidavit," as
required by Section 1445 of the Internal Revenue Code and as required
by the title insurance underwriter in order to insure the "gap" and issue
the policy contemplated by the title insurance commitment.
3.0114 A W-9 Form, "Request for Taxpayer Identification and
Certification" as required by the Internal Revenue Service.
3.012 At the Closing, the Purchaser, or its assignee, shall cause to be
delivered to the Seller a wire transfer in an amount equal to the
Purchase Price, subject to adjustment for prorations as set forth herein
and as stated on the closing statement.
3.02 Each party shall be responsible for payment of its own attorney's fees. Seller,
at its sole cost and expense, shall pay at Closing all documentary stamp taxes due
relating to the recording of the Warranty Deed, in accordance with Chapter 201.01,
Florida Statutes, and the cost of recording any instruments necessary to clear
Seller's title to the Property. The cost of the Owner's Form B Title Policy shall be
paid by Purchaser. The cost of the title commitment shall also be paid by
Purchaser.
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3.03 Purchaser shall pay for the cost of recording the Warranty Deed. 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 Seller. If Closing occurs at a date which the
current year's millage is not fixed, taxes will be prorated based upon such prior
year's millage.
IV. INSPECTION
4.01 Purchaser is purchasing the property "As-Is." Seller acknowledges that the
Purchaser, or its authorized agents, shall have the right to inspect the Property at
any time prior to the Closing. Purchaser shall, in performing such inspections, use
due care and shall indemnify Seller on account of any loss or damages
occasioned thereby and against any claim made against Seller as a result of
Purchaser's entry. The foregoing indemnification shall not constitute a waiver of
Purchaser's sovereign immunity beyond the limits set forth in Florida Statutes,
Section 768.28, nor shall the same be construed to constitute agreement by the
Purchaser to indemnify Seller for Seller's negligent acts or omissions. Seller shall
be notified by Purchaser no less than twenty four (24) hours prior to said
inspection of the Property. This paragraph shall survive closing.
V. POSSESSION
5.01 Purchaser shall be entitled to full possession of the Property at Closing.
VI. PRORATIONS
6.01 Ad valorem taxes next due and payable, after closing on the Property, shall
be prorated at Closing based upon the gross amount of 2013 taxes, and shall be
paid by Seller.
VII. TERMINATION AND REMEDIES
7.01 If Seller shall have failed to perform any of the covenants and/or agreements
contained herein which are to be performed by Seller, Purchaser shall provide
Seller with a written notice of default. Seller may elect to cure the default or notify
Purchaser it has elected not to cure the default within ten (10) days of written
notification of such default ("Cure Period"). Seller's failure to provide notice to
Purchaser of the option it chooses during the Cure Period shall be deemed an
election not to cure the default. If Seller does not cure the default, Purchaser may,
at its option, terminate this Agreement by giving written notice of termination to
Seller within five (5) days of the expiration of the Cure Period or proceed to
Closing and accept the title to the property and the condition of the property "As-
Is." Purchaser's failure to timely provide written notice of its election to terminate
this Agreement shall be treated as an election to proceed to Closing within thirty
(30) days of the expiration of the Cure period. If the Seller refuses to close,
Purchaser shall have the right to seek and enforce all rights and remedies
available at law or in equity to a contract vendee, including the right to seek
specific performance of this Agreement.
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7.02 If the Purchaser has not terminated this Agreement pursuant to any of the
provisions authorizing such termination, and Purchaser fails to close the
transaction contemplated hereby or otherwise fails to perform any of the terms,
covenants and conditions of this Agreement as required on the part of Purchaser
to be performed, provided Seller is not in default, then as Seller's sole remedy,
Seller shall have the right to terminate and cancel this Agreement by giving written
notice thereof to Purchaser, whereupon one percent (1%) of the purchase price
shall be paid to Seller as liquidated damages which shall be Seller's sole and
exclusive remedy, and neither party shall have any further liability or obligation to
the other except as set forth in paragraph 10.01 (Real Estate Brokers) hereof.The
parties acknowledge and agree that Seller's actual damages in the event of
Purchaser's default are uncertain in amount and difficult to ascertain, and that
said amount of liquidated damages was reasonably determined by mutual
agreement between the parties, and said sum was not intended to be a penalty in
nature.
7.03 Should any litigation or other action be commenced between the parties
concerning the Property or this Agreement, the party prevailing in such litigation or
other action shall be entitled, in addition to such relief as may be granted, to a
reasonable sum for its attorney's fees, paralegal charges and all fees and costs
for appellate proceedings in such litigation or other action; which sum may be
determined by the court or in a separate action brought for that purpose.
7.04 The parties acknowledge that the remedies described herein and in the other
provisions of this Agreement provide mutually satisfactory and sufficient remedies
to each of the parties, and take into account the peculiar risks and expenses of
each of the parties.
VIII. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES
8.01 Seller and Purchaser represent and warrant the following:
8.011 Seller and Purchaser have full right and authority to enter into and to
execute this Agreement and to undertake all actions and to perform all tasks
required of each hereunder. Seller is not presently the subject of a pending,
threatened or contemplated bankruptcy proceeding.
8.012 Seller has full right, power, and authority to own and operate the
Property, and to execute, deliver, and perform its obligations under this
Agreement and the instruments executed in connection herewith, and to
consummate the transaction contemplated hereby. All necessary
authorizations and approvals have been obtained authorizing Seller and
Purchaser to execute and consummate the transaction contemplated hereby.
At Closing, certified copies of such approvals shall be delivered to Purchaser
and/or Seller, if necessary.
8.013 The warranties set forth in this Article shall be true on the date of this
Agreement and as of the date of Closing. Purchaser's acceptance of a deed
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to the Property shall be deemed to be full performance and discharge of every
agreement and obligation on the part of the Seller to be performed pursuant to
the provisions of this Agreement.
8.014 Seller represents that it has no actual knowledge of any actions, suits,
claims, proceedings, litigation or investigations pending or threatened against
Seller, at law, equity or in arbitration before or by any federal, state, municipal
or other governmental instrumentality that relate to this agreement or any
other property that could, if continued, adversely affect Seller's ability to sell
the Property to Purchaser according to the terms of this Agreement.
8.015 No party or person other than Purchaser has any right or option to
acquire the Property or any portion thereof.
8.016 Until the date fixed for Closing, so long as this Agreement remains in
force and effect, Seller 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 or any part thereof,
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.
8.017 Seller has no actual knowledge of unrecorded restrictions, easements
or rights of way (other than existing zoning regulations) that restrict or affect
the use of the Property, and there are no maintenance, construction,
advertising, management, leasing, employment, service or other contracts
affecting the Property.
8.018 Seller has no actual knowledge that there are any suits, actions or
arbitration, bond issuances or proposals therefor, proposals for public
improvement assessments, pay-back agreements, paving agreements, road
expansion or improvement agreements, utility moratoriums, use moratoriums,
improvement moratoriums, administrative or other proceedings or
governmental investigations or requirements, formal or informal, existing or
pending or threatened which affects the Property or which adversely affects
Seller's ability to perform hereunder; nor does Seller have actual knowledge
there are 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.
8.019 Seller acknowledges and agrees that Purchaser is entering into this
Agreement based upon Seller's limited representations stated above and on
the understanding that Seller will not cause the zoning or 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, Seller agrees
not to enter into any contracts or agreements which would change the zoning
or physical condition of the Property or the governmental ordinances or laws
governing same. Seller also agrees to notify Purchaser promptly of any
change in the facts contained in the foregoing representations and of any
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notice or proposed change in the zoning, or any other action or notice, that
may be proposed or promulgated by any third parties or any governmental
authorities having jurisdiction of the development of the property which may
restrict or change any other condition of the Property.
8.020 Any loss and/or damage to the Property between the date of this
Agreement and the date of Closing shall be Seller's sole risk and expense.
IX. NOTICES
9.01 Any notice, request, demand, instruction or other communication to be given
to either party hereunder shall be in writing, sent by registered, or certified mail,
return receipt requested, postage prepaid, addressed as follows:
If to Purchaser: Real Property Management
Facilities Management/Bldg. W
Suite 101
3335 Tamiami Trail East
Naples, Florida 34112
With a copy to: Jeffrey A. Kiatzkow, Esq.
Collier County Attorney
Office of the County Attorney
Administration Building
3299 Tamiami Trail East, Suite 800
Naples, Florida 34112
If to Seller: Asset Recovery XVIII, LLC
One Wall Street— 16th Floor
New York, NY 10286
AU: Gordon Berger, Managing Director
With a copy to: BNY Mellon, N.A.
350 Las Olas Blvd., Suite 1400
Ft. Lauderdale, FL 33301
ATT: Alan M. David, Managing Director
With a copy to: Richard Yovanovich, Esq.
Coleman, Yovanovich & Koester, P.A.
4001 Tamiami Trail North, Suite 300
Naples, FL 34103
9.02 The addressees and addresses for the purpose of this Article may be
changed by either party by giving written notice of such change to the other party
in the manner provided herein. For the purpose of changing such addresses or
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addressees only, unless and until such written notice is received, the last
addressee and respective address stated herein shall be deemed to continue in
effect for all purposes.
X. REAL ESTATE BROKERS
10.01 Any and all brokerage commissions or fees shall be the sole responsibility
of the Seller. Seller shall indemnify Purchaser and hold Purchaser harmless from
and against any claim or liability for commission or fees to any broker or any other
person or party claiming to have been engaged by Seller as a real estate broker,
salesman or representative, in connection with this Agreement. Purchaser shall
indemnify Seller and hold Seller harmless from and against any claim or liability
for commission or fees to any broker or any other person or party claiming to have
been engaged by Purchaser as a real estate broker, salesman or representative,
in connection with this Agreement. Seller agrees to pay any and all commissions
or fees at closing pursuant to the terms of a separate agreement, if any.
Xl. MISCELLANEOUS
11.01 This Agreement may be executed in any manner of counterparts which
together shall constitute the agreement of the parties.
11.02 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 trustee, and assignees
whenever the context so requires or admits.
11.03 Any amendment to this Agreement shall not bind any of the parties hereof
unless such amendment is in writing and executed and dated by Purchaser and
Seller. Any amendment to this Agreement shall be binding upon Purchaser and
Seller as soon as it has been executed by both parties.
11.04 Captions and section headings contained in this Agreement are for
convenience and reference only; in no way do they define, describe, extend or
limit the scope or intent of this Agreement or any provisions hereof.
11.05 All terms and words used in this Agreement, regardless of the number and
gender in which used, shall be deemed to include any other gender or number as
the context or the use thereof may require.
11.06 No waiver of any provision of this Agreement shall be effective unless it is in
writing signed by the party against whom it is asserted, and any waiver of any
provision of this Agreement shall be applicable only to the specific instance to
which it is related and shall not be deemed to be a continuing or future waiver as
to such provision or a waiver as to any other provision.
7 Cpl,
11.07 If any date specified in this Agreement falls on a Saturday, Sunday or legal
holiday, then the date to which such reference is made shall be extended to the
next succeeding business day.
11.08 Seller is aware of 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.
11.09 If the Seller holds the Property in the form of a partnership, limited
partnership, corporation, trust or any form of representative capacity whatsoever
for others, Seller 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 Property held in such capacity is
conveyed to Collier County. (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.)
11.10 This Agreement is governed and construed in accordance with the laws of
the State of Florida.
XII. ENTIRE AGREEMENT
12.01 This Agreement and the exhibits attached hereto contain the entire
agreement between the parties, and no promise, representation, warranty or
covenant not included in this Agreement or any such referenced agreements has
been or is being relied upon by either party. No modification or amendment of
this Agreement shall be of any force or effect unless made in writing and executed
and dated by both Purchaser and Seller. Time is of the essence of this
Agreement.
(Remainder of page intentionally left blank)
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IN WITNESS WHEREOF, the parties hereto have signed below.
Dated Project/Acquisition Approved by
BCC: "l lZ 1 l 14
ATTEST: COLLIER COUNTY, A POLITICAL
SUBDIVISION OF THE STATE OF
FLORIDA, BY AND THROUGH ITS
•••- • u04,c4 � ' BOARD OF COUNTY COMMISSIONERS,
AND AS THE EX-OFFICIO GOVERNING
DWIGHT E. BROCK, Clerk BOARD O THE COLLIER COUNTY
WATER WE'�,r ISTRICT
b?tt:tuL,--- , i
4 e
A t as to Chairman's \De u Jerk Tom Henn ng, Chair;1-n
signature only.
Approved as to fo and it.Ie L
Scott R. Teach
Deputy County Attorney
AS TO SELLER:
DATED: I q.? itl
WITNESSES: ASSET RECOVERY XVIII, LLC, a Florida
. limited liability company
G - /j
BY:
(Signature) Name: \c,-- ,, k0(.v41 ,,
Title: Pecs <<Q , �-t-
EDwAKL -1`, prmtwc
_ (Printed Name)
Qj -1-)
(Signature)
p AV I �A(� Phis tApproved By
The Board
(Printed Name) Commissioners
Collier County Florida,
Pursuant T, Agen is
Date: 1l i I4 -Item No: 11 4
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EXHIBIT "A"
The West% of Section 36, Township 49 South, Range 26 East, Less and
Except the land South of the Northerly Right-of-Way of Access Road No. 1,
According to Road Book 3, Page 8, of the Public Records of Collier County,
Florida.
10 Cp,
ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office
at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later
than Monday preceding the Board meeting.
**NEW** ROUTING SLIP
Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the
exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attomey Office.
Route to Addressee(s) (List in routing order) Office Initials Date
1.
2.
3. County Attorney Office County Attorney Officer
v /X P 7/iI
4. BCC Office Board of County
Commissioners ' f /
4
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5. Minutes and Records Clerk of Court's Office
v _1
PRIMARY CONTACT INFORMATION
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed 'n the event one of the
addressees above,may need to contact staff for additional or missing information.
Name of Primary Staff SUE JIM ZIMMER AN Phone Number 252-262
Contact/ Department
Agenda Date Item was JULY 8,2014 Agenda Item Number 11 C
Approved by the BCC
Type of Document AGREEMENT FOR SALE AND Number of Original 1
Attached PURCHASE Documents Attached
PO number or account - . _
number if document is 1471 ,
to be recorded �1
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A" in the Not Applicable column, whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's original signature? SJZ
2. Does the document need to be sent to another agency for additional signatures? If yes, N/A
provide the Contact Information(Name;Agency; Address; Phone)on an attached sheet.
3. Original document has been signed/initialed for legal sufficiency. (All documents to be SJZ
signed by the Chairman, with the exception of most letters, must be reviewed and signed
by the Office of the County Attorney.
4. All handwritten strike-through and revisions have been initialed by the County Attorney's SJZ
Office and all other parties except the BCC Chairman and the Clerk to the Board
5. The Chairman's signature line date has been entered as the date of BCC approval of the SJZ
document or the final negotiated contract date whichever is applicable.
6. "Sign here" tabs are placed on the appropriate pages indicating where the Chairman's SJZ
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip N/A
should be provided to the County Attorney Office at the time the item is input into SIRE.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines!
8. The document was approved by the BCC on July 8,2014 (enter date)and all changes SJZi=`''t> _.
made during the meeting have been incorporated in the attached document. The
County Attorney's Office has reviewed the changes, if applicable.
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9. Initials of attorney verifying that the attached document is the version approved by the j �t`T r ,
BCC, all changes directed by the BCC have been made, and the document is ready for e , sv
Chairman's signature. �1 •N�' ;'__„t
L Forms/County Forms/BCC Forms/Original Documents Routing Slip WINS Original 9.03.04;Revised 1.26.05,Revised 2.24.05;Revised 11/30/12
60-44,
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"'- • Memorandum
•TO: Minutes & Records Management
FROM: Sue Zimmerman
Sr. Property Acquisition Specialist
Real Property Management
DATE: July 9, 2014
RE: Acquisition of 305+ acre parcel from Asset Recovery XVIII, LLC
Agenda Item 11C, July 8, 2014
Item 11C was approved on the July 8, 2014 Agenda for execution of the Agreement for Sale
and Purchase between the County/CCWSD and Asset Recovery XVIII, LLC. Attached
please find the original Agreement.
Please attest to the Chairman's signature on this document and then return a copy of the fully
executed document to us via email. The original should be maintained by your office for
safekeeping.
Please contact me if you have any questions or comments at Extension 2622.
Thank you.
Detail by Entity Name Page 1 of 2
fl
FLORIDA DEPARTMENT OF STATE
DIVISION OF CORPORATIONS
Detail by Entity Name
Florida Limited Liability Company
ASSET RECOVERY XVIII, LLC
Filing Information
Document Number L11000077352
FEI/EIN Number N/A
Date Filed 07/05/2011
State FL
Status ACTIVE
Principal Address
C/O MUNB LOAN HOLDINGS
ONE WALL STREET
ATTN: GORDON BERGER
NEW YORK, NY 10286
Changed: 04/14/2014
Mailing Address,
C/O MUNB LOAN HOLDINGS
ONE WALL STREET
ATTN: GORDON BERGER
NEW YORK, NY 10286
Changed: 04/14/2014
Registered Agent Name & Address
C T CORPORATION SYSTEM
1200 SOUTH PINE ISLAND ROAD
PLANTATION, FL 33324
Authorized Person(s) Detail
Name &Address
Title Manager
Applebaum, David P.
C/O MUNB LOAN HOLDINGS
ONE WALL STREET
ATTN: GORDON BERGER
NEW YORK, NY 10286
Title Manager
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Detail by Entity Name Page 2 of 2
Joyce, Dennis M.
C/O MUNB LOAN HOLDINGS
ONE WALL STREET
ATTN: GORDON BERGER
NEW YORK, NY 10286
Annual Reports
Report Year Filed Date
2013 04/18/2013
2013 12/16/2013
2014 04/14/2014
Document Images
04/14/2014 --ANNUAL REPORT View image in PDF format
12/16/2013--AMENDED ANNUAL REPORT View image in PDF format
04/18/2013 --ANNUAL REPORT View image in PDF format
06/12/2012 -- ANNUAL REPORT View image in PDF format
07/05/2011 -- Florida Limited Liability View image in PDF format
(opyrioht;c)and Privacy Policies
State of Florida,Department of State
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