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Lakeview SE,Tr G@ Carlton Lakes
MEMORANDUM DATE: July 7, 1998 TO: Maureen Kenyon, Supervisor, Clerk to Board FROM: Shirley Nix, Engineering Technician II=~ Project Plan Review RE: Lakeview SE, Tract G @ Carlton Lakes Water Facilities Acceptance Recording Fee Number 113-138312-649030 On ~~./~R~The Board of County Commissioners granted final acceptance of the water and/or sewer facilities within the above- referenced project. Attached, please find the following recorded, in order: Utilities Facilities Subordination, Consent and Joinder 2. 3. 4. Bill of Sale Utility Easement Utilities Facilities Warranty Deed Also, please find attached the following documents for your files. o 9. 10. 11. Owner's Affidavit Attorney's Affidavit Copy of preliminary approval letter from Engineering Review Copy of cashier's check & receipt for maintenance bond Engineer's final payment confirmation Certification of pressure testing of water lines by Engineer of Record Bacteriological clearances (DER certification) for water facilities Memorandum to Maureen Kenyon, Supervisor, Clerk to Board July 7, 1998 Page Two 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. DER Placement-in-Service letter for sewer facilities Contractor's Final Release of Lien Lab results on bacteriological test for water lines Verification of final cost (Detailed: quantities, sizes, unit cost, total cost, etc.) Letter by Engineer certifying that all water and/or sewer facilities are located within the public right-of-way or dedicated easements Contractual Guarantee for material and workmanship for a period of at least one year after the Board of County Commissioners' acceptance for both water and sewer facilities Payment of water usage, laboratory and administrative charges for filling, flushing and bacteriologically certifying water lines from invoice prepared by the Utilities Division Letter from fire district regarding ownership and maintenance of fire hydrants and certification of field fire flow capacity testing Copy of backflow prevention assembly test report Certification of the inflow/infiltration test for the sewer lines by Engineer of Record Coating certification of man holes, wet wells and dry well from manufacturer Copy of video tape test report Letter from Compliance Services section certifying that the final inspection reveals that the Utility facilities have been constructed in accordance with County ordinances and regulations 25. One copy of the Utility Easement Memorandum to Maureen Kenyon, Supervisor, Clerk to Board July 7, 1998 Page Three 26. One set of record drawings, signed and sealed by the Engineer of Record If you have any questions, please call and advise accordingly. /sn attachments doc:2094-2 0 -4 I- 0 2345038 OR: 2440 PG: 0540 RECORDED in OPPICIAL RECORDS o~ COLLIER COUNTY, PL 07/13/98 at I0:DAM DWIGHT E. BROCK, CLERK RBC FEE 15.00 Retn: BNGINBBRING RHVIBW SRRVICBS SHIRLBY BXT 55B6 UTILITY FACILITIES SUBORDINATION, CONSENT AND JOINDER THIS SUBORDINATION, CONSENT AND JOINDER given this a~tat> day of /q~a~,- , 1998, by First Union National Bank of Florida, a National Association (hereinafter referred to as "Mortgagee"), in favor of the BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, AS THE GOVERNING BODY OF COLLIER COUNTY AND AS EX-OFFICIO THE GOVERNING BOARD OF THE COLLIER COUNTY WATER-SEWER DISTRICT, its successors and assigns (hereinafter referred to as "County"). Mortgagee is used as singular or plural, as the context requires. WITNESSETH' WHEREAS, Mortgagee is the owner and holder of that certain UCC-1 Financing Statement filed with the Secretary of State, Number 950000252883; Mortgage in favor of First Union National Bank of Florida, N.A. recorded in Official Records Book 2128, Page 1637; as modified by instruments recorded in Official Records Book 2285, Page 1534, and O.R. Book 2375, Page 2385; and UCC-1 Financing Statement recorded in O.R. Book 2128, Page 1662; all of the Public Records of Collier County, Florida, (hereinafter referred to as "Mortgage"), encumbering the premises legally described therein (hereinafter referred to as the "Encumbered Property"). WHEREAS, County has requested and received from the fee simple owner of the Encumbered Property non-exclusive easements for the installation and maintenance of utility facilities over and across a portion of the encumbered premises legally described in Exhibit "A" attached hereto and incorporated herein by virtue of this reference, which premises are hereinafter referred to as the "Easement Property." WHEREAS, County has requested that Mortgagee consent to, join in and subordinate its Mortgage to the interest that County has in the Easement Property to which request Mortgagee has agreed. NOW, THEREFORE, in consideration of TEN DOLLARS ($10.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, the Mortgagee does hereby consent to, join in and subordinate the lien of its Mortgage to the grant of that certain easement described herein over, under, and across the Easement Property and any interest of the County in any utility facilities located therein or affixed thereto. Except as subordinated to the easement described herein over, under, and across the Easement Property or any utility facilities located therein or affixed thereto, said Mortgage shall remain otherwise in full force and effect. IN WITNESS WHEREOF, the Mortgagee has caused these presents to be executed the date and year first above written. Wimesses: Print Name Print Name First Union National Bank of Florida, ition STATE OF ~r COUNTY OF The foregoing Utilities Facilities Subordination, Consent and Joinder was acknowledged before me by~~a~a~/~s ~f. V/ce ~fe~/~f First Union National B~ of Florida, a Nationfl Association. He/she is ~rsonflly ~own to me or h~ produced ~ as idemification. WITNESS my h~d ~d official sefl this ~ ~day of ~ffg,'/ , 1998. (affix not~ Print N~e My Co~ission Expires: This Instrument Prepared By: C. Perry Peeples, Esq. Annis, Mitchell, Cockey, Edwards & Roehn 8889 Pelican Bay Blvd., Suite 300 Naples, Florida 34108 (941) 597-7088 FOR USE BY CLERK OF COURT: 2345039 OR: 2440 PG: 0543 RECORDED tn OFFICIAL RECORDS of COLLIER COUNTY, FL 07/13/98 at 10:DAM DWIGMT E, BROCK, CLERK REC FEE 15.00 Retn: ENGINEERING REVIEW SERVICES SHIRLEY NIX BXT 5586 BILL OF SALE THIS BILL OF SALE evidencing tlle~5.al~ and conveyance of the water utility facilities described herein is made this l 5t day of l~-~r~~, 1998, by NTC Development, Ltd., a Florida limited partnership (hereinafter referred to as "Seller"), 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 THE COLLIER COUNTY WATER-SEWER DISTRICT, its successors and assigns, (hereinafter referred to as "Buyer"). WITNESSETH: That said Seller, for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration to said Seller in hand paid by the said Buyer, the receipt whereof is hereby acknowledged, has granted, bargained, sold, transferred, set over and delivered, and by these presents does grant, bargain, sell, transfer, set over and deliver unto the Buyer, and the Buyer's heirs, successors and assigns forever, all those certain water utility facilities lying within the following described land, together with appurtenant easement rights for the operation, installation and maintenance of said facilities, situate, lying and being in Collier County, Florida, to wit: (See Exhibit "A" attached hereto and incorporated by reference herein) The Seller, for itself and its successors, hereby covenants to and with the Buyer and its successors and assigns that it is the lawful owner of the said goods and chattels herein referred to as utility facilities; that said goods and chattels are free from all liens and encumbrances; that it has good right, title and authority to sell same, and that it will warrant and defend the same against the lawful claims and demands of all persons whomsoever. Seller and Buyer are used for singular or plural, as the context requires. IN WITNESS WHEREOF, Seller has caused these presents to be executed the date and year first above written. Witnesses: NTC DEVELOPMENT, LTD., a Florida limited partnership Print Name ~~,cO P,q~ci & By: SW Florida Partners, Inc., a Florida corporation, as General Partner \ Robert G. Claussen Its: President STATE OF FLORIDA COUNTY OF COLLIER The foregoing Bill of Sale was acknowledged before me by Robert G. Claussen, as President of SW Florida Parmers, Inc., a Florida corporation, as Sole General Partner of NTC Development, Ltd., a Florida limited partnership, who is personally known to me or--who-has WITNESS my hand and official seal this [~ day of ~ , 1998. MARIE A. SMITH c., , Corem Exp. 9/25/99 (affix notarial Banded By Service Ins No. CC492914 ~. Ks~v~,, Il~b~£ D' Notary Public (Print Name) My Commission Expires: This Instrument Prepared By: C. Perry Peeples, Esquire Annis, Mitchell, Cockey, Edwards & Roehn 8889 Pelican Bay Blvd., Suite 300 Naples, Florida 34108 (941) 597-7088 'I' { j_{ }'tl FOR USE BY CLERK OF COURT: 2345040 OR: 2440 PG: 0546 RECORDBD in O~HCIAL RECORDS of COLLIER COUNTY, ~n 07/I3/98 at 10:DAM DWIGHT E, BROCK, CLERK CONS REC ~EE 15.00 DOC-.70 ,70 Retn: ENGINEERING REVIEW SERVICES SHIRLEY NIX EXT 5586 UTILITY EASEMENT THIS EASEMENT, granted this { ~ day of ~ .-~?', \ ,1998, by NTC Development, Ltd., a Florida limited partnership, as G~-~r, to the BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, AS THE GOVERNING BODY OF COLLIER COUNTY AND AS EX-OFFICIO THE GOVERNING BOARD OF THE COLLIER COUNTY WATER- SEWER DISTRICT, its successors and assigns, as Grantee. WITNESSETH: That the Grantor for an in consideration of the sum of ten dollars ($10.00) and other valuable consideration paid by the Grantee, receipt of which is hereby acknowledged, hereby conveys, grants, bargains and sells unto the Grantee, its successors and assigns, a perpetual, non- exclusive easement, license, and privilege to enter upon and to install and maintain utility facilities, in, on, over and under the following described lands being located in Collier County, Florida, to wit: See attached Exhibit "A" which is incorporated herein by reference TO HAVE AND TO HOLD the same unto said Grantee and its assigns, together with the right to enter upon said land, excavate, and take materials for the purpose of constructing, operating, and maintaining utility facilities thereon. Grantor and Grantee are used for singular or plural, as the context requires. IN WITNESS WHEREOF, the said Grantor has caused these presents to be executed the day and year first above written. Witnesses: NTC DEVELOPMENT, LTD., a Florida limited partnership Print Name: m r~~~t~~~ By: SW Florida Partners, Inc., a Florida corporation, as General Partner By: ~d ~. Robert G. Claussen, President STATE OF FLORIDA COUNTY OF COLLIER The foregoing Utility Easement was acknowledged before me by Robert G. Claussen, as President of SW Florida Partners, Inc., a Florida corporation, as Sole General Partner of NTC Development, Ltd., a Florida limited partnership, who is personally known to me ~r-~vh~eat~ pr.o. flm~ as identifica~'~n. WITNESS my hand and official seal this day of [j~oj.z~j , 1998. (affix notarial .... ,,Notary Public oPrint Nme My Commission Expires: This Instrument Prepared By: C. Perry Peeples, Esq. Annis, Mitchell, Cockey, Edwards & Roehn 8889 Pelican Bay Blvd., Suite 300 Naples, Florida 34108 (941) 597-7088 EXHIBIT FOR USE BY THE CLERK OF COURT: 2345041 OR: 2440 PG: 0549 RECORDED in OFFICIAL RECORDS of COLLIER COUNTY, FL 07/13/98 at 10:19AM DWIGHT E, BROCK, CLERK REC FEE 15.00 DOC-,70 .70 Retn: ENGINEERING REVIEW SERVICES SHIRLEY NIK ~XT 5§8~ UTILITIES FACILITIES WARRANTY DEED THIS INDENTURE, made this I <3t day of~;~4~, 1998, between NTC Development, Ltd., a Florida limited partnership (hereinafter referred to as "Grantor"), 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 THE COLLIER COUNTY WATER-SEWER DISTRICT, its successors and assigns (hereinafter referred to as "Grantee"). WITNESSETH: That said Grantor, for and in consideration of the sum of Ten Dollars and other good and valuable consideration to said Grantor in hand paid by said Grantee, the receipt whereof is hereby acknowledged, has granted, bargained and sold to the said Grantee, and Grantee's heirs, successors and assigns forever, all water utility facilities lying within the following described land, together with appurtenant easement rights for the operation, installation and maintenance of said facilities, situate, lying and being in Collier County, Florida, to wit: (See Exhibit "A" attached hereto and incorporated by reference herein) and said Grantor does hereby fully warrant the title to said utility facilities, and will defend the same against the lawful claims of all persons whomsoever. For the purposes of this conveyance, the utility facilities conveyed herein shall not be deemed to convey any of the lands described in Exhibit "A". Grantor and Grantee are used for singular or plural, as context requires. IN WITNESS WHEREOF, Grantor has caused these presents to be executed the date and year first above written. Witnesses: NTC DEVELOPMENT, LTD., a Florida limited partnership By: SW Florida Partners, Inc., a Florida corporation, as General Parmer Print Name ~rPrint &e STATE OF FLORIDA COUNTY OF COLLIER The foregoing Utility Facilities Warranty Deed was acknowledged before me by Robert G. Claussen, as President of SW Florida Parmers, Inc., a Florida corporation, as Sole General Partner of NTC Development, Ltd., a Florida limited partnership, who is personally known to me or--who has produced WITNESS my hand and official seal this/~ day of,Mar-eh, 1998. ~&~MITbl My ~ E×p. 9/2St99 ~,_..~.-,~ '~l~r.~allt ia~ IIO~mLn. (affix not~ial seal) Notary Public Print Name My Commission Expires:'~/,~ ,~7/9ff O o o This Instrument Prepared By: C. Perry Peeples, Esq. Annis, Mitchell, Cockey, Edwards & Roehn 8889 Pelican Bay Blvd., Suite 300 Naples, Florida 34108 (941) 597-7088 2 OWNER'S AFFIDAVIT STATE OF FLORIDA ) COUNTY OF COLLIER ) On this { ~ day offset, 1998, before me personally appeared Robert G. Claussen, as President of SW Florida Panners, Inc., a Florida corporation, as Sole General Panner of NTC Development, Ltd., a Florida limited partnership, owner of property, to me personally known (hereinafter "Affiant"), who, being duly sworn on his oath, did say that all of the persons, firms, and corporations, including the general contractor and all subcontractors, who have furnished services, labor or materials according to plans and specifications, or extra items, used in the construction or repair of water utility facilities on the real estate hereinafter described, have been paid in full and that such work has been fully completed and accepted by the owner. Affiant further says that no claims have been made to the Owner by, nor is any suit now pending on behalf of, any contractor, subcontractor, laborer or materialman, and further that no chattel mortgages or conditional bills of sale have been given or are now outstanding as to the subject utility facilities placed upon or installed in the aforesaid premises. Affiant further says that the utility facilities described herein are encumbered by, or subject to a UCC-1 Financing Statement filed with the Secretary of State, Number 950000252883; Mortgage in favor of First Union National Bank of Florida, N.A. recorded in Official Records Book 2128, Page 1637; as modified by instruments recorded in Official Records Book 2285, Page 1534, and O.R. Book 2375, Page 2385; and UCC-1 Financing Statement recorded in O.R. Book 2128, Page 1662; all of the Public Records of Collier County, Florida. Affiant, as and on behalf of the owner of the subject utility facilities, does for valuable consideration hereby agree and guarantee, to hold the Board of County Commissioners of Collier County, Florida, as the goveming body of Collier County and as Ex-Officio the Goveming Board of the Collier County Water-Sewer District harmless against any lien, claim or suit by any general contractor, subcontractor, mechanic or materialman, and against chattel mortgages, security interests or repair of the subject utility facilities. Affiant is used as singular or plural, as the context requires. The utility facilities referred to herein are located within the real property described in the attached Exhibit "A". NTC DEVELOPMENT, LTD., a Florida limited partnership By: SW~lorida Partners, Inc., a ~i1, a~l~l By: . \ P _ Robert G. Claussen, resident Florida STATE OF FLORIDA COUNTY OF COLLIER The foregoing Owner's Affidavit was sworn to and subscribed before me by Robert G. Claussen as President of SW Florida Partners, Inc., a Florida corporation, as Sole General Partner of NTC Development, Ltd., a Florida limited partnership, who is personally known to me ha~d as-id~a4f~ea~n. WITNESS my hand and official seal this day of ' j~ ,1998. Notary Public ,~,,,e. / ~. fi. ~ ,, ir'lq Print Name My Commission Expires: ~/.~ This Instrument Prepared By: C. Perry Peeples, Esq. ANNIS, MITCHELL, COCKEY, EDWARDS & ROEHN, P.A. 8889 Pelican Bay Boulevard Suite 300 Naples, FL 34108 (941) 597-7088 -2- ATTORNEY'S AFFIDAVIT STATE OF FLORIDA ) COUNTY OF COLLIER ) On this '3 r~4'ffay of March, 1998, before me personally appeared C. Perry Peeples, a licensed attorney authorized to practice in the State of Florida, to me personally known, whose current business address and telephone number is Annis, Mitchell, Cockey, Edwards & Roehn, P.A., 8889 Pelican Bay Blvd., Suite 300, Naples, Florida 34108, (941) 597-7088, (hereinafter "Affiant"), who, being duly sworn on his oath, does say: 1. This Affidavit is given as an inducement to the Board of County Commissioners of Collier County, Florida as the governing body of Collier County and as Ex-Officio the Governing Board of the Collier County Water-Sewer District to accept the dedication or conveyance of water utility facilities located within or upon the real property described in the attached Exhibit "A", which is incorporated herein by reference, said land being located in Collier County, Florida. 2. The Affiant has examined record title information to both the real and personal property referenced in this affidavit, including but not limited to, information requested from the Florida Secretary of State relative to any Uniform Commercial Code financing statements. 3. The record owner of the real and personal property described herein is NTC Development, Ltd., a Florida limited partnership (hereinafter "Owner"). The Owner acquired record title to the subject real property by instrument recorded at Official Records Book 2106, at Page 321, Public Records, Collier County, Florida (copy attached). 4. Affiant has examined partnership and corporate information obtained from the Secretary of State. The Owner is current and active within said State, and is currently authorized to do business in the State of Florida. Robert G. Claussen as President of SW Florida Partners, Inc., a Florida corporation, as Sole General Partner of NTC Development, Ltd., a Florida limited partnership, is authorized to execute the instruments on behalf of the partnership in conjunction with the conveyance of the subject real and personal property. 5. The subject real and personal property is encumbered of record, or is the subject of financing statements filed in the Public Records of Collier County, Florida, or the Office of the Secretary of State as follows: UCC-1 Financing Statement filed with Secretary of State, Number 950000252883; Mortgage in favor of First Union National Bank of Florida, N.A. recorded in Official Records Book 2128, Page 1637; as modified by instruments recorded in Official Records Book 2285, Page 1534, and O.R. Book 2375, Page 2385; and UCC-1 Financing Statement recorded in O.R. Book 2128, Page 1662; all of the Public Records of Collier County, Florida. 6. Affiant further states that the information cpjfi~ained i~ this Affidavit is tree, correct and current as of the date this Affidavit is given. C. ~PE~RY PEEPLES STATE OF FLORIDA COUNTY OF COLLIER The foregoing Attomey's Affidavit was sworn to and subscribed before me by C. Perry Peeples, who is personally known to me. (affix notarial seal) WITNESS my hand and official seal this ~!~,i~ day of March, 1998. ~ot4 ~blio (Print N~e) My Commission Expires: This Instrumem Prepared By: C. Perry Peeples, Esq. Annis, Mitchell, Cockey, Edwards & Roehn, P.A. 8889 Pelican Bay Blvd., Suite 300 Naples, Florida 34108 (941) 597-7088 iii 1981628 OR: 2106 PG: 0321 C015 Reta: ~HI$ ~OCUMENT PREPARED WITHOUT LEGAL OPINION OF TITLE THIS INDENTURE, made this 28 day of March , A. D. 1995, between J.D. NICEWONDER, a marred man, Grantor, whose Post office Address is 148 Bristol East Road, Suite B, Bristol, Virginia 24201, to NTC DEVELOPMENT, LTD., a Florida limited partnership, Grantee, whose Post office Address is suite 201, The Beasley Building, 3033 Riviera Drive, Naples, Florida 33940, and whose Security Number or Tax I. D. Number is (~rlntor" i~d "Gr~fltee# Ire u~L'*d for $ingutlr or plural, Il context requires.) WITNESSETH: That the said G:-antor, for and in consideration of the sum of TEN DOLLARS ($10.00) and other valuable considerations to Grantor in hand paid by Grantee, the receipt whereof is hereby acknowledged, has granted, bi~rgained, and sold to the said Grantee, Grantee's heirs, successors and assigns forever, the following described land, situate and being in the County of Collier, State of Florida, to wit: See Exhibit "A" attached hereto and made a part hereof SUBJECT TO restrictions, reservations, limitations, and easements of record and taxes for the year 1995 and subsequent years. Tax Folio No.: 00183960009 THIS PROPERTY IS NOT NOW, NOR HAS IT EVER BEEN THE HOMESTEAD PRO~-ERTY OF THE GP~NTOR HEREIN, NOR IS IT CONTIGUOUS TO THE HOMESTEAD PROPERTY OF THE GRANTOR, WHOSE HOMESTEAD IS IN THE STATE OF VIRGINIA- SUBJECT PROPERTY IS VACANT UNIMPROVED LAND. TO HAVE AND TO HOLD, the same in fee simple forever. AND the Grantor hereby covenants with said Grantee that the Grantor is lawfully ~eized of said land in fee simple; that the Grantor has good right and lawful authority to sell and convey said land; that the Grantor hereby fully warrants the title to said land and will defend the same against the lawful claims of all persons whomsoever; and that said land is free of all encumbrances, except taxes accruing subsequent to December 31, 1994. IN WITNESS WHEREOF, the said Grantor has signed and sealed these presents the day and year first above written. Signed, sealed, and delivered in the presence of: NICEWONDER Witness ' ~ Printed name ~f witness ~1 ~i:~ess ~2 Prin~ed name ~ ~i~ness ~2 OR: 2106 PG: 0322 STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged before me this 28th day of March, 3995, by J.D. NICEWONDER. He is personally known to me. (SEAL) Not.a~r-y public ~ , Printed Name ~)~/4=CT ,_L~IL~//~Ci/'' ' ;AJ C~ission No. My Commission expires This Document Prepared By: Sharon M. Zuccaro, Esq. Budd, Thompson & Zuccaro 3033 Riviera Drive, Suite 201 Naples, Florida 33940 *** OR: 2106 PG: 0323 *** EX}{IBIT "A" All that part of the west 1/2 of Section 19, Township 48 South, Range 26 East, Collier County, Florida being more particularly described as follows: BEGINNING at the southwest corner of said Section 19; thence along the west line of said Section 19, North 1"-07'-34" West 100.00 feet to the north line of an easement for drainage purposes as described in Deed Book 44 at page 78, Collier County Public R~cords, Collier County, Florida said point also being the southwest corner of that parcel as described in O. R. Bo~k 76?, pages 1508 and 1509 and O.R. Book 768~ pages 828 and 829 Collier County Public Records, Collier County, Florida; thence along the boundary of that land as described in said O.R~ Book 767, pages 1508 and 1509 and O.R. Book 7~8, pages 828 and 829, Collier County Public Records, Collier County, Florida the following described nine (9) courses; 1) North 89"-09'-48" East 50.00 feet; 2 North 1"-07'-34" West 549.50 feet; 3 North 88"-52'-26" East 30.00 feet; 4 North 1"-07'-34" West 2017.43 feet; 5 North 0°-58'r48'' West 582.54 fee~; 6 North 89"-01'-12" East 360.00 feet; ? North 0°-58'-48'' West 800.00 feet; 8 South 89"-01'-12" West 400.00 feet; 9 North 0°-58'-48'' West 1280.00 feet to a point on the north line of said Section 19, which lies North 89'-20'-08" East 40.00 feet from the northwest corner of said Section 19; thence along the north line of said Section 19, North East 2592.26 feet to the North 1/4 corner of said Section 19; thence along the north and south 1/4 section line of said Section 19 South 1"-08'-21" East 1716.05 feet; thence leaving said line, south 89"-09'-48" West 750.00 feet; thence South 1"-08'-21" East 3605.71 feet to the south line of said .]ection 19 and the south line of that drainage easement described in said Deed Book 44, page 78; thence along said line, South 89"-09'-48" West 1890.21 feet to the southwest corner of said Section 19 and the Point of Beginning of the parcel herein described; UNIFORM COMMERCIAL CODE FII'~A HCING STATEMENT ...2! FORM UCC-1 (REV. 1093) ,w.~,'q - ill ~ t~ NTC [:~%~%OPHI~T, LTD., a Florl~[~ limited partnership - 2450 Pllx~r t~lv[1, t ~)les, ~ ~31942 Fi~ ~ ~ ~ O[ Florida N,A. 5801 Peli~ ~y BI~. [ N~le~, ~ J 33963 All that certain persc~a[ ptopm:'ty <k,scribed c~ ~he attached Exhibit A ~hich is located crt tha~ ce~c~Ln real pmpe~cy described c~ the Exhibit n. ' SEE ATEN~D SIGNATURE PaGE Robin C. Tlx:mes, ~k'ant, Fridkin & l~ar.~on, P.A. 5551 R£&.~,_~xxt Dri%~., St,.,. 50l Naples, FL 33963 ~. 14 IN(:; OFFI(.LI.t C()PY STANDARD FORM - FORM UCC-1 ['.~ v,-,i.:~- ',, .: .::-~¥: .,~, ~,' '~,~.--,t ~' ~:, · . cl~.. · .~.~ :,.~..:~,,~'~ ,~.J~::~;~ SECUITED PARTY~ FIRST UNION NATIONAL BANK OF FLORIDA, i national banking association NTC DEVELOPMENTg LTD., I Florida limited partnership By: SW Florida Pm'~ners, a Florida I~enc~al parmet~hip, its sole gcneral partner with f~li authority to act on its behalf Robert O. Claussen, as Mannging General Panner with lull authority to act on its behalf All buildings and improvements ofevc~, kind and description now or hereafter ere¢led or placed on the real property legally described in F. xhibit !! hereto and owned by the Debtor (the "Premises") and all materials intended for construction, reconstruction, rehabilitation, alteralion m~d repairs of' such improvements now or herentler erected thereon, all of which materials shall be deemed to be included within the Premises immediately upon the delivery thereof' to the Premises, and all fixtures, goods and ar~i¢les of personal property now ot hereafter owned by Debtors and attached to or forming a par~ of or used in connection with the Premises ot the operation and convenience of' any building or buildings and Improvements located thereon, including, but without limitation, all f'urniture, furnishings, equipment, apparatus, machinery, motors, elevators, fittings, screens, nwni~gs, pm'titions, and convenience of' the Premises, and all plumbing, electrical, heatin.g, lighti~g, v,:ntilating, refrigeraling, incineration, air-conditioning, and sprinkler equipment, systems, fi,~tt~r,'~, and conduits (including, but not limited to, all furnaces, boilers, hot-and<old w~ter c,luil~ment and system), and all renewals or replacemenLq thereof or articles in substitution ~hcr¢fi~r. in ,~11 cases whether or not fhe same are or shall be attached to the Premises in any mnnner. All right, title, estate, and interest of tire Debtors in and to the Premises, propert,,,, improvements, furniture, furnishing, apparatus, and fixtures hereby conveyed, assigned, pledged, a~id hypothecated, or intended ~o to be. All accounts receivable, rent~, issues, profits, royalties, income, and other benefita derived from thc real estate. Ali leasehold estate, right, title and !n~crest ()f I)ebtors in and to all leases or subleases covering the Premises or any portion thereof now or hereafter existing or entered into, and all right, limitation, all cash or security deposit~, advance rentals, and deposits er payments o£ similar nature. All aw'a. rds and other compensation hcrelnforc or hereafter to be made to thc present and all subsequent owners of' the Premises fi)r any taking by eminent domain, either permanent or temporary, of all or any part of the Premi.~es or any easement or appurtenance thereof~ncluding severance and consequential damage nnd change in grade of streets. All insurance proceeds &q n result ofdanmge or de.,truclion to the Premises. ~':,' All accounts, general intangibles, contract rights, chattel paper, deposit acco.t~, s, rn~o_ney[ documents, encumbrances and instruments, now or hereafter owned by Debtor at~l, relafi~ t~'~ used in connection with or arising out of the premises or any improvements Iocated~ereo~ All proceeds of the foregoing and all .~ubstitutio~s. replacemenls and accessions thereto. The security intcrc.~t herein is limited to such of'the foregoing as is owned by Debtors. IIC{, I XIIIII IX~.' Xll that part of the wast 1/2 of Bastion lg, ?ownship 48 South, Range 26 ~ast, Collier County, florida be/hq more particularly described as fo).lowsl along the west line of said 8eotlon 19, North 18'07'-34'' West 100.00 feet to the north line of an easement for drainage purposes as described in Deed Book 44 at page 78, Collier County Public Records, Collier County, Florida said point also being the southwest corner of that parcel as described in O. R. Book 767, pages 1508 and l$09 amd O.R. Book 768, pages 828 and 829 Collier County Public Records, Collier County, Florida; thence along the boundary of that land as described in said O.R. Book 767, pages l$0S and 1509 and O.R. Book 768, pages 828 and 829, Collier County Public ~ecords, Collier County, ~l;rt~a the following described nine (9) courses2 1) North 89'-09~-48'' Eas~ $0.00 2) North 1'-07~-34'' West 549.50 3) North 88*-52'-26" East 30.00 4) Horth 1'-07'-34" West 2017.43 ~eet; S) ~orth 0'-88'-48' Wast S82.54 feet; 6) North 89'-0~'-~2" East 360.00 feet; 7) North 0'-88'-48" ~est 800.00 feet; 8) South 89*-01'-12' West 400.00 feet; 9) North 0'-88'-48' West L280.00 feet to a point on the north line o! laid Section ~9, which lies North 89'-20'-08' East 40.00 feet from the nocthwest corner of said Section t~ence along the north line of said Section 19, North 89'-20'08" East 2592.26 feet to the North 1/4 corner of said Section thence along the north and south 1/4 section line of said Section 19 South 1'-08'-21"! East LTl$.0S feet; thence leaving said line, South 89'-09'-48' West 780.00 feet; thence South 1'-08'-2~' East 3608.?~ feet to the south line of said Section 19 and the south line of that drainage easement described in said Deed Book 44, page 78; ~hence along said line, SoUth 89"-09'-48' West L890.2~ feet to the southvest corner o£ said Section 19 and the Point of Beginning of fha parcel herein described; LBUYER'S RSSTR~CT !3:9417742627 N~R 23'98 ~6:©2 No.OL4 P.02 2003919 OR: 2128 PG: 1631 8~1 lilOIOIl,tl ~',If ,11,~ I~-,tll Itta: llll IIIllU PI tlll MORTGAGE AND SECURITY AGREEMENT AND ASSIGNMENT OF LEASES, RENTS AND PROFITS THIS MORTGAGE is executed a.n of this ..~ day of ,/),'('(/nb',', 1995, in favor of FIRST UNION NATIONAL BANK OF FI,ORIDA, a national banking association (hereinafter referred to as the "Morlgagee"), whose addrcs,~ is 5801 Pelican Bay Boulevard, Naples, Florida, 33963 by NI'C DEVELOPMENT, LTD., a Florida limited parlnership (hereinafter referred lo as "Morlgagor"), whose address for notice under Ibis Mortgage is 2450 Piper Boulevard, Naples, Florida, 33942. W I TN E S S ET It: Tho! for divers good mid valuable considerations ~',nd lo sccur~ thc payment of indebtedness in the aggregate sun of El. EVEN MILLION ONF. ItUNDRED TI IOUSAND AND NO/lO0 I)OI.LARS ($1 i,100,000.O0) or so much lheroof m may be outstanding, to bc paid in arcordn.'~ce with (i) a promissoD, note o£even dale herewith in thc amount of SEVEN MILl.ION ONE IIUNDRED TIIOIJSAND AND NO/lO0 DOLLARS ($7,100.000.00) ("Note 1"), and (ii) ri:relying promissory nolc of even date her,;with in the Face amount of FOUR MILLION AND NO/leO DeLI,ARS ($4,000.000.00) ("Note 2"), together with intcresl on said Nolcs a~d any and nil sums duc or which m~y become due frorFI Ihe Mortgagor to the M.rtgagee, the Mong,,gor docs grant, b~rgain, sell, alh:n, rcmisc, rcleaxc, convcy and confimt umo Iht Morlgagr. c its successors m~d assigns, in Ibc .~implc, all oF that certain tract of Itmd of which Ibc M.~r~gngor in ,~ow ~ized nt~d possessed and in act.al pos~ssion, situate in the Cout,y of Collier, State of Florida, which is more fully described in Exl,ibit "A" atl.ched herelo nnd made a part hcrew' together with lhe building.~ and improvements thereon creeled or to bc creeled (hercinafh refen'ed to as thc "Morlg.ged Property" et the "Premises"), Both Note I and Note 2 have maturity dale of -~-4'(," U', /'~., , 1997. Under Note 2, amounts may bc repaid rcadvanccd so that the cumulalive amotml advanced may exceed in the aggregate $4,000,000.09, but at no time shall tl~e principal bal,'mce ot, manding exceed $4,000,000.0a (Nvte I msd Note 2 arc t:nllcctivcly rc£t, rcd to herein as the TO(iEI'ItER with: (i) all lcasuhold estate, o. nd all rigllt, title and interest of Modgiigor iT) and lo leases or subleases covering thc Premises or a~y portion thereof now o~ hereafter existing or _-_vER'S RESTRfiCT ID:9417742627 MfiR 23'98 16:02 No.O14 P.03 OR: 2128 PG: 1638 cnlcrcd into, and all ri§hr, thio and interest of Mortgagor thereunder, including, without limitation, alt ca.,~h or security deposits, advance rentals, and dcposils or payments of similar ll[~ttlrc; (ii) all right, title and interest of Mortgagor in ~d Io all options to purchase or lease the Premises or aay portion thereof or interest Ihercin, m/d any greater estate in the Prcmi.~cs owned or hercaflcr acquired; (iii) all gores, casements, streets, ways, alleys, rights-of-way and rights used in connection therewith or as a means of access thereto, and all tenemenls, hcrcdilamenls and ~ppurten,'mces thereof and thereto, ~d all water rights; 'iv) any and all buildings, struclures and improvements now or hereafter erected thcrt~,~, ira:lading, but not limited to thc fixtures, auachmcnts, appliances, equipment, machinery, and other 8zticles attached ia said buildings, structures and improvements (somclimcs hereinafter rcfcr~cd Io as thc "Improvements"); (v) ail fixtures, appliances, machinery, equipment, filmilure, fumlshings and articlc.~ of personal properly now or hereafter affixed [o, placed upon or used in connection w:th thc Ol',eration ~f any of said properties, all gas, steam, electric, ',rater and other heating, cooking, rcfrigc~aling, lighting, plumbing, ventilating, irrigating and power .systems, machines. appliances, fixlurcs, and appurtenances which arc now or may hereafter pertain or be used with, in or on said Prcmist:s, even lhough they may be detached or detachable and all building improvement and construction malcrials, supplies nnd equipment hereafter delivered to the Premises contempl;aing instnllallon or use in the constmction.~ thereon and all rights and interesl of Mmxgagor in building permits and archilectural plans and specifications relaling to conlempla~ed com, ttuctions or Improvemenls on said Premises nnd all rights Mortgagor m prc~,cnt or fieurc m~rtgage loan commim'~ents pertaining to any of s.qid Premises or Improvements lhcrco.u (somclirm:s l~creinallcr referred to -s the "Personal (vi) ~tl awards and proceeds of condcmnati,m for the Premises ur nny pa~l thereof to wMch Morlgagor is enlidcd for any Inking of all or ~y pan of ghe Prcmisus by condemnation or exercise oflhc righl o[cminenl domain. All such awards and condcm:,ation proceeds ~e hereby assigned to M~mgagee and ~he Mu~gngee is hereby authuriy~d, subject Io the provisions contained in this Mo~gagc, 1o ~pply such awards ~d condemnation proceeds or any pa~ then after deducting therefrom any expenses incurred by the Mo~gagcc in the collection or Imndhng fl~ercof, ~oward ~hc payment, in full or in pan, of ~he Notes, nohvithsmnding ~nounl owing thcrc(m may no~ then ~ duc and payable; (,,'ii) nil rems, isstlcs Nad piolits of the Premises and all thc cslate, right, title nnd iatcrest of every nature whatsoever of thc Mollgagor in ;,nd m thc same; (vi.) all accounl,; (includinR cataract ,'ights) and gcaeral inlangiblcs pcrlaining to or arising frc,m or in cmmcction wilh all or aay part at' thc Mortgaged Propc~y, as hereinaflcr _'_YER'S ~BSTR~CT ZD:94~?742627 MaR 23'98 16:03 No.O14 P.04 OR: 2128 PG'. 1639 &fined, including without limilntion all proceeds nnd choscs in action arising under any insurance policies maintaincd ~'ith respect Io all or any par~ of the Mortgaged Property; and, (ix) all proceeds, products, replaccnlcnts, addition,.;, substitutions, renewals and accessions of any oflhe foregoing items. All of thc fi)rcgoing real and personal property, and all rights, privileges and franchises are collectively rcf'crrcd to ns the "Mortgaged Property". TO [tAVE AND TO ]IOI.D all and singular the Mortgaged Property hereby conveyed, and the ~encments, hercditaments and appurtenances thereunto belonging or in any-.'is.'c appertaining, and thc reversion nnd reversions, remainder and remainders, rents, issues and profits !" ~'reof and also all the cslalc, right, title, interest property, possession, claim and demand what:...:'vcr as well in law ,'~ in equity of thc said Mortgagor in and to the same and every part and parcel thereof unto thc ~id Mortgagee in fee simple. PROVIDEI) AI.WAYS that il' thc Mortgagor shall pay to the Mortgagee any and all indcblcdncss duc by Morlgagor lo Mortgagee (itlcluding the indebtedness evidenced by the Notes and any and all rcncwals of thc .¢aiane) and shall perform, comply with and abide by each and every stipulation, agreement, condition, and covcnr~nt of the Notes and of this Mortgage; then this Mortgage and thc estate hen:by created shall cease and be null and void. Provided, il i~ l'm'0~cr covenanted and agreed by the Mortgagor hereto that this Mortgage also securcs thc payment of and includes all future or furlher advances as hereinaflcr s,,:t forth, to the same extent a.g if such were made on the date of the execution of this Mo,lgnge, together with an)' disbursements made for the payment of tn.x, levies or insurance on the Mortgaged Property, with interest (,n such db;hurscmcnts at the Default Rate as hereinafter defined. To ?retool thc sccurily of this Morlgagc, thc Mortgagor f~trther ct)venanls, wan'ants al~d agrees with the Morlgagcc ~ts follow~;: ARTICLE 1 COVENANTS AND ACREKMENTS OF MORTGAGOFt i.01. i'a)menl of Secured Obligations. Mortgagor shall pay when duc thc pdncip~2 of, and thc interest on, 0~c indebtcdne.q$ evidenced by the Notes, and the charges, fees and ti principal of, and inlercs! un, any future advances secured by tiffs Morlg~ge and shah otherwise comply with oil of thc terms of thc Noles ~uld this Mortgage. i.02. Warranties and Representations. Mortgagor hereby covenants with Mortgagee flint Mortgagor is mdefea.qbly seized of the Mortgaged I'ropetay in fcc simple; that thc Mortgagor ha~ full lx',wer and lav, qul right to convey the ,~amc in fee simple as aforcSmd; that it shah b,: I.',wful for Mor~gagor ,at all times peaceably anti quietly to enter upon, hold, occupy and e~joy ~aid Moflgaged Property and eveD' part thereof; that Mortgagor wilt make such further as.~,uranccs to ix:rfcct the hen interest in ~id Premises in Mortgagee. a.q may rea.,,onably be _a_¥E~'S RBST~RCT ID:9417742627 MRR 23'98 16:04 No.OL4 P.O$ OR: 21; 8 PG: required; ~md Ihat Mortgagor docs hereby fully warrant the title lo Ibc Mortgaged Prol~rty and every part thereof and will defend lhe s~n~e against the lawful claims of nil persons whomsoever. Mortgagor further represents and warrm~Is to Mortgagee '~hat all information, rcpoxs, paper, and data given to Morlgagec with rcs~ct to Mortgagor, and to the Iom~ evidenced by tile Notes and Mortgage are ~ccuratc and correct in all matcrlal respects and complete insofar as may be necessary to give Mortgagee a true and accurate knowledgc of thc subjecl matter. 1.03. Ground Leases, Subleases and E,sements. Mortgagor, at Mortgager's sole ,~osl and expense, shall maintain and cau~ to be F, crformcd all of the covenants, agreements, terrnJ. conditions a~d provisions on its pan to be kept, observed and performed under any ground lease. :..,blcase or eusements which may constitute a portion of or an interest in the Premises, shall require its tenants or subtenants to keep. observe and perform all the eovenrmts, agreements, terms, conditions and provisions on their part to be kept. observed or performed under any and ull ground leases, lea.scs, sublea.';es or enscmems; and shall not suffer or ~mfit any breach or defaul~ to occur with respect to thc foregoing; and in default thereof thc Mor~gagcc shall have the right to perfom~ or to require perf0rmancc or any such covenant.% ~grccmcnts, terms, conditions ~r pmvi.,fions of any such ground lease, lease, sublease or casements and to add rely expense incmrcd iai conneclion thercwlth lo thc debt sccu. r.~d hereby, which such exF, cn~c shall t",caz interest from thc date of payment to the dale of recovery by thc Mortgagee at the Default Rate as hereinafter defined. Any such payment by the Mortgagee with imercst thereon shall be immediately due and payable. The Mortgagor shall not, ~thout the consent of the Mortgagee, consent lo the modification, amendment, cancellation, lcnnlnadon or surrender of any such ground Ica.sc. lease, .s, ub!.t:~,.ge, or casement. No ~elcnse or Forbearance ~1' any of th~ Mortgager's obligations under any such ground Ica.sc, lease, or sublease, shall relcas~ Mortgagor from ~my el'ils obligations under this Mortgage. 1.04. Rcquirt, d Insurance. Mortgagor shall, at Morlgagor's sole cost ,and expease, maintain or cause lo I,e maintained wilh ~cspcct lo Ibc Mortgaged lhopc~ly, mid each pa~ fl~creof, ' tl~e following insurance: {~0 Insurance against toss or damage to the Improvements by rite and any c' tile risks covered by insurance of thc type nnw known as "fire t,nd ex~cndcd coverage.' in an amount not less than thc original amora, of the Notes or the full replacement cost of the hnprovcmcnts; and (b) Such other insurance, mad in such am.unts, as may limn lime to time be required by Mortgagee againsl tile same or oflmr hazards. All poticies of' insurance required by thc terms of this Morlgage shall contain an endorsement or agreement by the insurer lhat .'my loss shall be payable in accordnnce wifi'~ Icings of such policy notwithsltmding any act or .cglige,mc of Mtmgagor which might otherwise resul', in forfeiture of said insurance and the timber agreement of the insurer waiving all rigi~ts set off, counterclaim or deductions against Mortgagor. L~YER'S ~BSTR~CT ID:9417742627 MaR 23'98 16:05 No.Ot4 P.06 OR: 2128 PG: Mortgagor may effect for ils own account nny insurance nol requlrcd under this .'tcction 1.04, but any st,~;h insurance clTectcd by Mortgagor on the Mortgaged Prop, cay. whether or not so rcquircd, shall bc for the mulual benefit of Mortgagor and Mortgagee and shall bc subjec! to thc olhvr provisions of Ibis Morlgagc. 1,05. Delivery or i'olkics, Payment of Premiums. All policies of insurancc shall bc issued by companies and in ~oums in each company sallsfactou to Mo~gagce, Any in~ur~cc company shall hnvc~ Best's rating of A .r A*. All policies of insurm~ee shall have a,acl~e: therctn a lender's loss payment endorsement for the tencfil of Mortgagee in salik,ucto~ to Mo~gagee. Mortgagor shall furnish Moflg~gce with ~ vriginal ~licy of all ~licies of required insurance, If Mortgagee ~onsenls Io Mo~gngor providing ~ny of~e ~quired insurance d,'ough blankel policies c~ied by Mortgagor and covering more lh~ on~ location, then Mo~g, gor ~lmll furnish Mortgagee with a cc~ifieat~ of insur~cc for each such ~licy setting forth the coverage, thc limiis of liability, ~c n~e or thc c~icr, the ~licy numar, and thc expiration date. At Icas~ thirty (30) days prior to thc expiration of each such ~licy, Mortgagor shall f~ish Mo~gagce wilh cvidcncc satisfaclo~ to Moflgagcc of thc payment of premium and tl~c rcissuance of a ~licy continuing insurm~ce in force as rcqukcd by this Mortgage, All such ~flicics shall contain a provision that such policies will not ~ cm~celed or macrinlly amended, which tem~ shall include nny reduction in the scope or limits of coverage, without at Icasi thirty (30) days prior written notice to Moflgngcc. In the cvcnl Moflgagor fails to provide, maintain, keep in three or deliver ~d furnish to Mo~gugce the ~licies or insurance required by this Section, Mo~gage~ may procure such ins~ce or single-inlerest insurance for such risks covering Mongagcc's interest, m~d Mortgagor shall pay all premiums thereon promptly u[wn demand by Mortgagee, m~d until such payment is made by Mortgagor, thc ~ount of all ~uch prcmium~ together w~th imerest thereon al lhe rate of h~lcrest aRcr maturity or defauh i~wvMcd ~rl tl~c Nolcs or the maximum r,tt, penni,cd by Floridl~ law. whichever is less (the "Dcf'ault Rate") ~hal) bc deemed to be a pan or,he indebtcdncs~ sutured by this Mortgage. 1.06. Insurince Proceed,,. After the happening of any casualty to thc Mortgaged l'ropcny or ;my pail thereof, Mortgagor shall give promp! ve'rjtlcn notice thereof to Mortgagee. (a) In fl~c event of ,'my damage to or dcstruction of the Mortgaged Property, Mortgagee shall have thc option in its sole discretion of applying or paying ,Il or part o[' the insuralice proceeds (ii ~o any indebtedness secured hereby nnd in st,ch order ss Mo,'tgngee may dctet'mi~c, ot (~i) Io fl~c rcsloratkm of thc lmprovc,'~e,~ts, or (iii) lo Mmlgagor. (b) In thc event o£ such los,. or drainage, all proceeds o1' insur~cc shall be payable ~o Morlgagce, and Mo~gagor hereby authori~s nnd directs any afl~ctcd msur~nec company Io make payment oF such proceeds directly Io Mmlgngcc. Mo~gagcc is hereby m~tllon/ed i~rld empowered by Mortgagor to settle, adjust o, comp~o~,fi~e any claims For loss, damage m' dcstructitm under any Ix,lily or polici¢~ of insurance. (c) F. xccpl to thc exlcnt that insurance proceeds arc recciv:'d by Mcn'tgag¢c and applied to tl~e indebtedness sec.~rcd hereby, umhing herein comaincd si'mil bc d~:emed to ~ '¢:R'S RBSTR~CT ID:9417742627 MAR 25'98 16:06 No.O14 P.07 OR: 2 28 ?G: 642 cxcusc Mortgagor from rcpairinR or maintaining the Mortgaged Properly ~ provided in this Morlgag¢ o; Icslorin~ ~11 damage or destruction to Ibc M~)n~aged Pro.dy, rc~dlcss of whether or not there arc insurance proceeds available or whether any such proceeds arc su~cicnl in amount, m~d lt~c application or release by Modgagcc of any insurancc proceeds shall nfl cure ,r waive m~y dchu[1 or noticc ofdcfauli under this Mortgage or invalidate ~y act done pursuit to such notice. !.07, Assignmenl of ?olicie,~ Upon Foreelo=ure. In the event of foreclosure of this Motlgaee or other frans[er of lille or assignmcnt oflh~ Moagagcd Properly in cx[inguishn~cn[, i~ whoh or in pan, of the debt secured hereby, all righl, title and interest of the Mo~lgagor in ~d to all policies of inst.~mcc rcquircd by dfis Section shall inure lo thc bcnefit of ~d p~s Io Ihe successor in inleresl Io Mo~gagnr or the purchaser or grantee of thc Mortgaged Pro.ny. Mortgagor hereby ap~inls Moogagec its atlomey-in-facl Io endorse'any checks, draft or fiber ins~mcnts reprcseming any proceeds of such insurance, whether payable by re~son of loss thereunder or otl~el~ise. 1.08. 'l',,,,e~, Utilitie,~ and lmpu~ilions. Morlgag()r shall pay, or cau~;c to bc paid ~d disch~ged, on or ~'fi)rc the I~t day on which they may be paid without penalty or interest, all such duties, taxes, sewer ~nts, chases for water, or for setting or repairing of meters, mtd all other utilities on thc Moagagcd Pro.ay or ~y pa~ the~of, ~d any assessments ~d payments, usual or u~usual, cxtraordin~ or ordinaw, which shall ~ imposed u~n or ~comc duc and pa)'nble or ~comc a lien u~n thc front thcreorand ~y vauhs therein by virtue of ~y present or future law of U)e United States or o~thc ~atc, County, er City wherein O)e Premises arc located (all of the foregoing being herein ,mllcctively called "lm~sifions"t In default ~any such payment of any imposition. Mo~g[~gec may pay thc same a~d thc ~m~ounl so paid by Mo~gagce shall, at Ihc Mongagec's oplion, ~come immediately duc and payable wids interest at Ibc Default Rate ill](l shall be deemed pan of the h~dcblcdncss sect,red by this lf.t ttny time tJwrc shall bc assessed or inllX~scd (il a lax or asscssmcnl on thc Pl'CllliSeS lice (,t' o~ in .ddidtm to thc Impositions payable by Mortgagor pur~uanl JO this sectiun or lice~sc fcc, ~ax or assessmcnl im~sed on Mortgagee i,i~d recast:ed by or b~ed in whole or ~n pan u~n thc amount of Ibc outs~ding obligatio~s secured hereby, then all stich assessments or fees shall be deemed Io ~ included with the Icnn "Impositions" as defined in Scclmn..nd Mc~ngagor shall pay ~md discharge Ihe s~c &~ herein provided wid~ rcspcci paymcm of Impositions or, at Ibc option of Mortgagee, all obligations secured hereby, together witt~ all accn~cd ime~esl Ihereon, shall immedmlely became due and payable. An~hing Io ~hc coronary hcrci,~ n,,twid~slnnding, Mt)ngagee shall have no obligation to pay ~u~y franchise, estate, inhcnlance, income, excess profits or slmil~ tax levied on Me,sager or on thc obligations secured hereby, ,Mm~ga?,or shall pay all m(~nga~;e recording taxes mid fees payable wilh rcspecl to lh~s Mmli',,Igc c~r othcr n~r~llf,,Tgc or tra~t~r taxeq due un account of Ibis g,lurlgugc or the Notes :~cct,cd hereby. LPUYER'S RESTRfiCT ID:94!7742627 MfiR 23'98 16:06 No.O14 P.O8 OR: 2128 PG: 16 3 Mortgagor shall cxhibit to Mortgagee the original receipts or other rcasonaoly satisihclory proof of thc paymellt Of all Impositions which may affect the Mortgaged Property o. any part thcrcof or the lien of the Mortgage promptly following the last date on which each Impositions is payable hereunder. Notwithstanding thc foregoing, Mortgagor shall have the riehl, after prior 'written notice to M.rlgagcc, to ct)ntcat at its own expense the amount and validity of any Impo.4tion affcx:ting the Morlgaged Propcr~y by appropriate proceedings conducted in good faith and with due diligence a.d to postpone or defer payment thereof, ifad so long as: (a) Such proceedings shall operate to slzspcnd thc collection or ,,uch trap.'., ,rio. flora Mor~'gagor or the Mortgaged Property; or (b) Neither the Morlgaged Properly nor any parl thereof would be in immediam danger of being forfeited or lost by reason of such proceedings, postponement or deferment; (c) In thc case of any lml'x,sitions affecting tl~e Moragaged Property which might be .r become a lien, encumbrance or charge upon or result in any f. rfcit~e or loss of the Mortgaged l'ropcrty or any part thereof, or which might result in loss or dvanage to Mortgagor or Moagagcc. M.agagor, prior to the dale such Imposition would become delinquent, shall have furnished Mortgagee with security satisfactory to Mortgagee, and, in the event that such security is furnished. Mortgagee shall not have the right during the period of the contest to pay, remove or discharge the Imposition, 1.09. Mainlcnancc~ Rcr, air~. Alteri. tion,i. Mortgagor shall keep ~e Mortgaged ['ro~y, or cause thc same ti, ~ kept, in go~ condition nnd repair nnd h~lly prolec~ed from ~e clements t. thc satisfaction of Moflgagcc: Moagagor shall not commit nor ~rmil Io c(,mmillcd waste ~hcreon a~d shall nol do nor ~'nnit to be done any act by which thc Moflgagcd I'ro~ny shall ~'comc tess v~d.able; Mortgagor will not remove, demolish or structurally alter ~ut), of thc Im;~mvcmc.ts except s.ch alters, ions a~ may be rcq.ircd hy laws, ordh~nnccs or regulaions) witho.t Ihe prior wrmcn ~mfission of the Mortgagee; Mortgagor shall complete prompdy and in a gtmd and worklmmlike ,ns.ncr any buiidi.g or other implovemenl which m ~y ~ constructed on thc P~mises and promptly restore in like ntanner any Improvements wk,ch m~y ~ damaged or destroyed dragon and will pay when due all claims for lair ~rfo~ed ~4 materiMs furnished therefor; Mortgagor sl~all use ~d o~rale, and shall require its lessees to usc or o~mtc, lhe Mortgaged Pm~y in compli~cc ~lh all applicable laws, ordinances, regulations, covenants, conditio.~s and rcslficti.ns. ~d with all applkable rcquircmenls of ground lc.se, tease or s~ibleasc nt)w or hereafter affecling the Premises or any parl lhereof, Urdc~s rcq.ircd by law or unless Mortgagee has otherwise agreed i. wriling. Mortgagor shall allow ch~gcs i. thc stated use of Mollgagcd l'ro~ny from lhal which wzt~ disclosed ti) M.rlgagec at thc mac of cxecutio, hereof. Moflgagor sl~all no~ inili~le or acquiesce Io a zoning change of ibc Mop, gaged Pro. ny withom the prior notice to and conacnl of More.gcc, Motlgagcc ami its ~cprcscnlativcs shall have access to the Premises al all reasonable times _:2¥ER'S A~$TR~CT iD:94177~2627 HAR 23'98 16:07 No.Ol~ P.09 OR: 2128 1644 determine whether Mortgagor is complying with its obligations tinder this Mortgage, including, bill I~OI ]imi~cd :o, those sci out in this Section, 1.I0. Eminent Domain. Should thc MoMgaged Property, or any part fl~creo/'or interest ~hcrein, be taken or damaged by re,son of a~y public use improvement or condcnmah 'n pax:ceding, or in ,'my other rammer ("Condemnation"). or should Mortgagor rcccJve any notice or other information regarding such Condcnmation, MoMgag0r shall give prompt written notice thereof to Mortgagee. (a) Mortgagee shall bc entitled to all compensalion, awards and othcr paymcnls or relief granted in connection wilh such Condemnation, and shall be cntitled, at ils option, to commence, appcm' in and prosecute in its own name ~ny action or proceedings relating therclo Mortgagee shall also be entitled to make any compromise or settlement in connection with ~..~ch taking or damage. All such compensation, awards, damages, righls of action and p~oceeds awarded to Mortgagor (the "Proceeds") are hereby ~signed to Mortgagee and Morlgagor agrees lo execute such further assignments of the Proceeds as Mortgagee may require. th) la thc event any lx~nion of the Mortgaged Property is ,so taken or damaged. Morlgagce shall have the option in its sole and absolute dis¢~tion, to apply all such Proceeds, after deducting therefrom all costs and expenses (rcgnrdlcss of Ibc particular nature thereof and whether incurred with or ~vithout suit), including attorneys' fees, incun'ed by it in com{ectkm with such Proceeds, upon any indebtednes~ secured hereby, or to apply all such Proceeds, a/~er such deductions, to the restoration of the Morlgaged Property upon such conditions as Mortgagee may delco'nine. Such c, pp]icafion or release shall not c~c or waive any default or notice ofdcfnull hereunder or invalidale uny act done pursuant to such notice. (c) Any nmoums received by Mortgagee hcreundcr (aflcr payment of any costs in connec6on with oblaining s,'u'nc), shall, il'retained by Mortgagee, be applied in payment of any accrued intcrcsl aa~d then in reduction of thc ~cn oulsl~ding p-i~,cipal sum of thc Notes. nmwithstanding that s;,nc may not then be duc ~d payable. Any amount so applied to principal sh~dl he apl)lied to the payment of installments of principal on thc Notes in inverse order of due date. I.l I. Actions i)y Morlgagce ti) {'reserve the Securi~, of lhim Mortgage. If tl c Mm;gagor fails to make any payment or Io do any act ~ ~d in thc ,nam~er provided for in ti s Mt,ngnge or the Nolcs, the Mortgagee, in its o~ disc~tion, without obligation so to do and without notice ~o or demand u~n Mortgagor ~d without ~]easing Mortgagor from ~y obligation, may make or do the same in such rammer ~d to such extent as the Moagagec may deem neccss;,~ to prelect fi;e security he,of. Mmtgagor shall pay t,~n demand all cx~n~ incurred or paid by Mortgagee (including, but not limiled ;o, atto,'ncys' fees and co~ costs including Iht)se of appvllate and h~k.mplcy proceedings) on a~om~t of th:, exerclsc of m~y of the aforesaid rights or privileges or on account of~y litigation which may arise in connccoon with this Mortgage or the No,cs or on accotmt of any attempt, ~lhotll litigntiott, to enforce thc ices of this Mortgage or said Notes. In cage the Mo~gaged Propmly or e~y pail ~crco~' shall ~ LP~YER'S ABSTRACT ID:9417742627 MAR 23'98 16:08 No.O14 P.IO OR: 2128 1645 advcniscd for I~.m:closurc sales and not sold, Morlgagor shall pay all costs in connection thcrcwilh, In tile event that thc Mortgagee is called upon to pay arty sums of money to prelect ti'us Mortgage and thc NoTes as aforesaid, all monies advanced or duc i~creundcr shall becc,'nc immcdialely duc anti payable, together with interest at the Default Rate, computed from thc date of ~,'uch advance Io iht date of thc actual tcccipt of paymcn[ thereof b), ;nc Morlgagcc. 1.12. Cost of Collection. In tl~e ~vcnl this Morlgage is placed in th, hancls of a~ attorney for the collection &any sum payable hereunder, the Mortgagor ag~es to pry all costs of collection, including reasonable attorney's fecs including those in nil ap~llalc ~d ban~uptcy proceedings, incu~cd by tl~e Mortgagee, eider with or without the last/lotion of ~y acticn ~r procccding, sad in uddilion to all costs, disbu~ememl ~d allowances provided by law. All such cosu "o incurred shall ~ dccmcd lo ~ secured by this Me,gage. 1,1.t. Survival uf W,,rranties. All representations, warranties and covcn,'mts of Mortgagor comained herein or incorlx~r~tcd by reference shall su~ive f~ding of thc lom~ evidenced by tl~c Notes and shall remain continuing obligations, warranlies ~d representations of Mortgagor during at~y time when any ~nion of the obligations secured by this Moflgagc rcmain ot;tstamhng, 1.14. Additional Security. In thc event Mortgagee at m~y time holds additional security tbr aay of the obligations securcd hereby, it may enforce the sale lhereof or otherwise realize upon thc ,~amc, al ils option, either before or concurrently herewith or after a sale is made hereunder. 1.15. Inspections. Morlgltgcc, or ils agents, rcprescnllllivcs or workmen, arc aulhurized to c,tcr at -',ny ~casonable lime upon or on any pan of the Premises fo~ tile purpose o£1nspccting O~c same. and £or thc ,t;urpose of performing any of Ihe acts it is authorized to pcrform under the terms Of this Mortg.'~gc. 1,16. l,icns. Mortgagor shall pay and promptly disct]argc, al Mortgager's cost and expense, ali liens, encumbrances and ch~gcs u~n thc Morlgaged Pr%~ny or nny p~ there,)for inlcrcsl lhcrcin Mon?,~gor sha~l have thc riehl m ct~nlest in good faith Ibc validity of any sgch lien, cucumbnu~cc or charge, provided Mt~flgagor shalJ first ims~ a bond or olher sect ~y satisf~cm~ r.: Mortgagee in ~uch ~mounl5 as Mortgagee shall reasom~bly require, and provMcd further tl~at s~,~gagor shall thereafter diligently proceed ~r. cause such lien, encumbr~cc cr ch~gc to [~ ~c:tmvcd a~d discharged. If Moflgagor shall fail Io discharge ~y such rich. encumbrance or charge, then, in addition to any edger right or remedy, Mortgagee, may, but shall not be obllgatcd to, discharge thc s~c, either by paying thc amount claimed to be duc, or by procuring thc disci~argc of such licn by depositing in court a bond for tl~e amount ~laimcd or olhc~vise giving security lbr such claim, ur in such roamer ms is or may be prescribed by law. ~y amow)t so p~id by the Mortgagee shall, ~t Mongagee's option, bccon~c immediately due and payable whh line,est at the l)cfault Rate. and shall ~ deemed pa~ ofll~e indcbtcdncs~ secured by this Mortgage. 9 La:,JYER'S aBSTRACT ID:9417742627 MAR 23'98 !6:09 No.O14 P.Ii OR: 2128 1646 1.17. Future Advances. 'i-his Motlgage is given to sccurc not only existing indcb~cdncs.~, but al.~t) future advances, whether such advances are obligato~ or ~ to ~ made ;. thc option or Moflgagec, or othc~sc. ~ arc m~dc within twcnly (20) yc~s from thc date hereof, lo the same cxtcn~ as iF such future ~dvanccs ~c made on the datc Of thc cxccutlon of t is Mortgage. The total ~ount o~ indebtedness that may ~ so secured may decm~e to a v~ro amount from time to tm:e, or may incense from tim~ to time. bu~ the tolal unpaid bal~cc sccurcd at one time shall not exceed $20,000,000,00, plus interest thereon, m~d ~y disbarments made for thc paymcm of taxes, levies or insurance on thc Mortgaged Pro.ny, with interest on such disbursements at the Dcfauh Rale ~ herinafter dcfined. 1,18, No l,imitation of Future Advance Rights. Mortgugor covcn~mts and agrees' whh M.:,rtgagcc that: (a) Mortgagor waives and agrees not Io mscrt any right to limit future advanccs undcr this Mortgage, mid any such o{tcmptcd limitation shah bc null, void and or no forcc and cffcct. Any correspondence by Mortgagor regarding thc future advances must be sca! to Mortgagcc at thc addrcss scl £orth ~bovc and to Mortgngcc's counsel: Richard C. Grant, Esq., Cirou~t. l"ridkin & }'carson, P,A,, 5551 Ridgcwood Drive, Suite ~01, Naples, Florida 33963. (b) An event of default under thc Mortgage shall automatically cxist (i) il' Mortgagor c×ccutcs any instrument which puqx~rt~ to have or would have thc effect of impairing thc priority of or limiting any future advance which might ever be made under thc Mortgage or (ii) if Mortgagor takes, .suffers, or permits any action or occurrence which would adversely affect Iht priority of any future advance which might ever b~ mede undcr the Mortgage. 1,19, Apl)rahtds, Mortgagor covenants and agrees that Mortgagee may obtain an appraisal rtl' the Mortgaged Property when required by lite regulations of the Federal Reserve ltoard or fl~c Officer of the Comptroller of the Currency or at such other times ns lite Mortgagee may reasoner,fy require. Such appraisals shall be perforated by an independent third p,'~y appraiser svlectcd by thc Mor~gagec. The cost of such appraisal shall be borne by the Mortgagor. If requested by Mortgagee, thc Motlgagor shall execute an engagemcnl letter addressed to the ~pprai~;cr sclcclcd by the Mortgagee, Mor~gngor's failure or refusal to sign such an engagement letter however shall nvt impair Morlgagcc's right to obtain such an appraisal. Mortgagor ag~,~cs to pay the cost of such appraisal within ten (10) days after receiving ;in invoice for s.ch appraisal. ARTICLE Il ASSIGNMENT OF LEASES. SUBI,EASES, FRANCIIISES. ;,tENTS. ISSUES AND PROFITS 2.01. Assignmenl of Rents. Mortgagor hereby colJat¢~aJJy ~t,~signs and transfer~ to Mortgagee all Ibc leases, subleases, ftm:chiscs, rents, issues ;md profils of thc Moagagcd ProI<rty, and hereby gNes [o and confers upon MoHgagee the rig},t, power ~d authority to collect stroh rents, is~ues ~d profits ~ heroin scl forth. Mo{lgagor irrcv~ab}y np~ints l0 ~2dYER'S RBSTRRCT ID:9417742627 MRR 23'98 16:09 No.O14 P.12 OR: 2128 P3:1647 Motlgagc¢ ils true and lawful attorney-in.fact, at the option of Mo~,gagec, immediately arm without fun}mr legal action being necessary, to demand, receive and enlbrce payment, to give receipts, rclciqes and satisfactions, m~d to sue. in Ihe name of Mortgagor or Morlgagcc. for a" such rents, issues and profits -'md apply the same to thc indcbledncs.~; secured hereby; provide.. however, that Mortgagor shall have thc right lo collect such rents, issues and piofits (but more th;m o~;c month in advance) al any time there is not an eveltl of default under this Mortgage, L02. Mortgage, Collection Upon Deflull. Upon any event of default under this Mtmgage, Mortgagee may, at any time without notice, either in person, by :gent or by a receiver appolntcd by a court, and without regard m the adequacy of any security for the indebtedness thereby secured, enter upon and take possession of the Morlgaged Properly, or any part Ihereof, in its own name. sac for or otherwise collect such reals, issues and prolits, including those past duc ;,;,d m~paid, and apply the same, ]ess costs and expenses of operat{on and collection, including ,tourneys' fees. uixm any indcbtcdncs.~ secured hereby, and in such order as Mt)~gagce may determine. Thc collection of such rents, issues and profits, or thc entering upon ~;nd taking possession of thc Mortgaged Properly, or tile application thereof a.q aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done in response to such delimit or pun;astir lo such dcfimh. 2.03. Restriction of Further Assignments, etc. Except as hereinafter specifically provided. Morlgagor shah not, without Ihe prior written consent of tile Mortgagee. assign thc reals, issues or profits, or ~my part thereof, from the Mortgaged Properly or any part thereof; and shall not consent lo tile modificalion, cancellation or surrender nfany lease or sublea.,¢c covering thc Morlgaged Properly...%n action of Mortgagor in violation of' the terms of this Section shall be void as against Mortgagee in addition to beir~g a default uader Otis Mortgage. 'Ibc Mortgagor shall not, withoul thc coasent of thc Mortgagee, consent to thc cancel]alien or .',attender or, accept [)repayment or rents, issues or profits, office lhaB rent paid at thc signi~g of a lc.sc ~)r sublease, under any lease or ~ublcasc now or hereafter covering d~e Mo~gaged Property or any pall thereof' m~r modify any such lease or sublease so as to shorten thc tcnn, decrease thc rent. accelerate thc payment of mat, or challge O~c tcnlls of any rcllewal option; and m~y such palmed assignment, cancellation, surrender, f,rcpaymcnt or modification made wilhoul the written consent of thc Mortgagee shall ~ void as against he Mo~gagee, Thc Moagagor shall, t;fxm demand of d~e Mortgagee, enter into an ngrccmcnl with the Mo~g, .,.ce with res~ct to the provisions contained in the preceding provision rcg~ding any lease or sublc~c cove/rog said Mo~gagcd ]'runny or ~y pa~ lhcrcof, and thc Mo~gagor hereby ap~mts the Mtmgagcc attorney-in-fac{ of thc Muagagor Io execute and deliver m~y such agreement on bchMf al' Ibc Mortgagor and deliver wriltcn notice thereof It~ Ibc tcnam Io whose lease sUCll agrcumcn~ relates. The Mollgagvr agrees to furnish to the Mortgagee a copy of any modification of any lease presently m effect and copies of all futu/c leases atTcctlng the Mortgaged Prot'x:rty, and flfilure to runfish to Mortgagee a copy of any n'mdifications of a lease or a copy of any future lease affecting the Mortg:~sed Property, shall be deemed a dclhul~ under this Mortgage and the II LaSYER'S RBSTRRCT ID:941?Z42627 MAR 23'98 16:10 No.O14 P.!3 II Ilqll J I~.~ OR: 2128 1648 Notes, for which thc holder of Ibis Momgagc may, nl its option, declare thc cmirc unpaid balal~cc thc subject Mortgage nnd Notes to bc immediately duc and payable, All leases or subleases hereafter entered into by Mortgagor with rc.gpcct to thc Morlgagucl Property ur mt? part thereof, shall bc ,mbordinatc lo the lien of this Mortgage unless expressly made superior to this Murlgage in the manner hereinafter provided. At any lime or times M,rtgagee may cxecme and record in the appropriate Office of thc R~gisler or Cotmty Clerk ol the County where file Prem;,es are situated, a Notice uf Subordlnatlun reciting that Ihe lease or leases therein described shall be superior lo the lien of this Mortgage. From and after the recordation of such Nolice of Subordination, thc lea,ne or leases therein described shall be superior to thc lien of this Morlgage and shall not be extinguished by any foreclosure sale hereunder. ARTICLE Ill ENVIRONMENTAL CONDITION OF PREMISES 3.01. Environmental Condition or Properly. Mortgagor hereby warranB and represents to Mortgagee after thorough investigation that: (n) ~hc Premises are now and at all limca hereafter shall continue to be in full compliance with all }:cdcral, Stale and local environmental laws ~d rcgulutlons, including bul nol limited to, the Comprehensive Environmental Rcs~nse, Comi~nsalion ~d l..iabili~y Act of 1980 ((TERCI.A), Public Law No. 96.510, 94 Stat. 2767, ~d the Su~rf~d ~endmcnB ~d Rcauthufi~,ation Act of 1986 (SA~), Public law No. 99-499, 100 Stat. 1513; and (b) (i) as of the date hereof there are no hazmdous malerials, substanccs, waste or other cnviromnentally regulaled substances thai are known Io ~sc a h~d to ~e enviromnem or to human heahh (including wilhoul limilation, any materials containing as~slos, urea tbmmldchydc fi,em insulation, tr~sformcrs or other equipment conlnin ~lychJofi~mtcd biphcn)'ls [['CB's] in amounts ~hat exceed acceptable s(and~d levels) located on, in or under l'rcmiscs or used in conncctitm therewith, or (ii) Mortgagor has fully disclosed tn Mortgagee in ~iting thc exis:cncc, extent and nature uf m~y such h~ardous material, substance, w&~lc or other enviromncmally Icg~alqd substance, cu~ntly prcscnl or which Mo~gagor is legally authori~d and cm~wcrcd m maintain on, in or under the Premises or usc in connection therewith, and Mo~gngor hag obtained and will maimaJn all licenses, ~rmits and approvals required ' rcs~cl thereto, and is and will remain in full compli~ce with all of thc lc~s, conditions ~utd requirements of such licenses, ~its m}d approvals. Mo~gagor fu~hcr wt~ants and rcprc~m, that il will promptly noqfy Mo~gagcc of ~y change in lhe envirm~mental condition of the Premises or in Ibc nature or extent of any hazmdous malcfials, substances or w&qles maialained on, in or under the Premises or used in conneclion therewith, and will Iransmil Io Mortgagee copies of any cilalions, orders, lloliccs o[ olher material govenmlcnlal or oilier communicalioll received with rc~pcct lo any other hazardous malcrlals, substances, waste or other environmentally regulated sub:d~ce affecting tllc Premises. 12 ~PSYER'S ~BSTR~CT IO:9ai??~2627 MAR 23'98 16:11 No.Ol~ P.!Z OR: 2128 Mortgagor hereby indemnifies and holds harmless Mortgagee from and against any and all damages, pcnahics, fines, claims, suits, liabilities, costs, judgments ~d cx~nses (includ'...~ al~omeys", consul~1's or cx~Ws fees) o~ ~vc~ kind ~nd naive [neared, suffered by or asse~c, against Mo~gugcc as a direct or ind;~ct rcsull of: (a) any win-rarity or representation ,nadc by Mortgagor in this paragraph being or bccozning false or untrue in any material respect ~,r (b) any requirement under the law. regulation or ordin~cc, local, state or federal, regarding tile removal or elimination of any hazardous materials, substances, waste or other environmcntMl~ rcgulatcd sub~tanccs. ,',torlgagor's obligations hereunder shall not be limited to any cxlenl by thc term of the Note~, or lo any act or occurrence prior to payment in full and satisfaction of the Notes which gives rise tu liability hereunder. Mortgagor's obligations shall continue, survive and remain in full force and effect notwith.~tanding foreclosure of this Mortgage, where Mortgagee is the ?urchaser at thc foreclosure sale, or delivery ora deed in lieu of forcclosure to Mortgagee. Mortgugvr, al its expense, agrees to fumish to Morlgagcc, as and when requested by Mo~gngce, in Murtgngce's sole discretion, an environmental rcpor~ prepared by a consultant acceptable to Mortgagee. If such report states that any hazardous substances, materials or waste exist tm the Mortg~tgcd Property, Mortgagor shall promptly take all action necessary lo clean thc Mortgaged Property. ARTICLE IV SECURITY AGREEMENT ,1.01. Creation of Security Interest. Morlgagor hereby grants to Mortgagcca security i,m. rcsl in any and all pcr.sonal property included within thc Mortgaged Properly (herein thc "Personal Prolx:r~y"} located on or at the Premises, including without limitation nny and property of simila.,' type or kind hereafter ]ocisted on or at the Prernises for the purposes of securing all obligations of Mortgagor scl forth in this Mortgage. This instrument is a self- operative sccut it)' ngrcemL'~l with respect to the atx'~v¢ described property, but Mortgagor agrees to executc and deliver on demand such other security agreements, financing statements and otb :r instrvments as Mortgagee may request. 4,02. Warranties, Representations and Covenants of Mortgagor. Mortgagor hen:by warrants, represents and covenants as follows: (a) Except for thc security interest granted hereby, Mortgagor is, a~ld as to portions of O~e Personal Propetay to be acquired after the date hereof will be, tile sole owner of thc Personal Property, frcc from any adverse lien. ,~'curity intercsl, cncumbrancc or advcrsc claims thereon of any kind whatsoever, Mortgagor shall notify Mortgagee of, and shall dcfcnd the Personal Prnpelty against, all claims and demands of all persons at any time claiming tile .~mc or any in,crest therein. 13 _~YER'S ~BSTR~CT iD:94!7742627 MAR 23'98 16:11 No.O14 P.15 OR: 2 28 PG: 650 (b) Mor~,agor sh~,ll not leas,:, sell, convey or in a. ny manner transfer or encumber thc Personal Propcrty without the prior written consenl of Mortgagee. (c) The Personal Property is not and shall not be used or brought for personal, family or household purposcs. (d) The Personal Prop~rty shall b~ kcp! on or al ~.he Premises and Mortgagor shall not remove the Pe,'sonal Properly from thc Premises wilhout lh¢ prior written conscnl of Mortgagee, except such portions or iiems of Personal Property which are consumed or worn out in ordinary usage, all of which shall bc promptly replaced by Mortgagor. (e) Mortgagor maintains a place of busing'ss in thc Stale of Florida mid Motngagor shall immedial¢ly notify Mortgagc~: in writlng of any change in its place of b~incss as set forth in the b~ginn{ng of this Mortgage, (O At thc request of thc Mortgagee, Mortgagor shall join Mortgagee in executing one or more financing statements and renewals and amendments thereof pursuant to thc Unifom~ Commercial Code of Florida in fom~ satisfactory to Mortgagee, rind will pay the cost of filing the sar,~c in all public offices wherever filing is deemed by Mortgagee to be necc~,;ary or desirable. (g) All covenants and obligations of Mortgagor conraincd heroin relating to rd~e Mortgaged Property shall be dcemod to apply lo th~ Pcrsonal Property whether or no~ expressly referred lo herein. (h) 'l'hi.~ Mortgage constitules a Securily Agrecmcnt ns that lerm is used in the Uafifon. Commcrci,l Code of Florida, ARTICLE V REMEDIES UPON DEFAULT 5,01. Evenls Of Default. Any one or more of' thc. f'ollowing shall constitute a default under this Mortgage land thc Notes hereby secured: (a) Failure of Mortgagor ~o make one or more payments required by c[lher ~,t' the No,cs on thc duc date ~hc~col". (b) Faihtre of Mortgagor to pay the amount or' any costs, expenses or fccs (including counsel fees) of the Mortgagcc, with interest thereon, as required by any provision of this Mortgage, (c) Fnilurc ~o exhibit ~o the Morlgagcc, within ten (10) days after demand, receipt showing p~'~yment of real cstatc taxes and assessments. 14 _c~YER'S ~SSTRaCT iD:941?742627 MaR 23'98 16:12 No.O14 P.16 OR: 2128 PG: 1651 (d) Except as hereinbefore permitted, the actual or threatened altcrat;";, demolition or removal of any bt~itding on the Premlscs without written consent of the Mongag~ (c) Failure to mninlain thc Improvements on the Premises as herein required, £rce of any liens placcd or threatened during the term hereof. (1) Failure to comply with any rcquirements or order or noticc of violation of I~.w or ordinance issued by any governmental depariment claiming jurisdiclion over file Mo,gaged Propcay within three (3) monlhs from the i~,~uance thereof, or before any such violation becomcs a lien against the Morlgagcd Property, whichever first occurs. (g) Failure of Mortgagor or others to comply with or perform any o'.her warranty, covenant or agreement contained herein, in either of the Notes, in the Construction Loan Agreement, if any. Commitment ],citer or in any other document executed by Mortgagor in conjunctio, with this tran.,action, of even date herewith. (h) Any breach of any covenant or warranty or material untruth of any rcpresentaion ¢!' Morlg~tgor comaincd in this Mortgage, or either o£ the Notes or any guaranty executed i, conjunclion ht:rcwith. (i) The in.~t~tution of any bankruptcy, reorganizallon or insolvency proceedings 'against the then owner or Mortgagor in posse,:sion of the Morlgaged Property, or any guarantor or obligor under the Notes, or the ap~:~ointment of a receiver or a similar official with respect to all or a substantial pan of the propcrlies of the then owner or Mortgagor in possession of the Mortgaged Property and a failure to have such proceedings dismissed or such appoinlment vacated within a period of forty-five (45) days. (j) 'ibc institution of any voluntary bankrt,plcy, reorgeufization or insolvency proceedings by thc then owner or Mortgagor in possession of thc Mortgaged Property, or ~ny gu~rant,r, or any obligor under the No,es ur the appointment of a receiver or a similar ~fficial wilh respect :o all or a substanllal part of the properties of the then owner or Mortgagor in po.s.~cssion of the Murtgagcd l'mpcay at thc instance of the then owner or Morlgagor in possession of thc Mo:Igaged Property. (k) The assertion or making ofany levy, seizure, forfeiture aclion, ineehanic'v or matcrialman's lien or attachment on the Mortgaged Property or any part thereo~'. (I) If default shall occur in any loan now or hcrcallcr in cxislence betv,'een Mortgagee and Mortg:~gor or any mortgagor which the Mortgagor or any gum'antor or obligor tinder thc Notes has any interest whatsoever. (m) The occurrence of any Event of Default under either of the N,~cs. or any loa~ agreement or gua.,-anty, whether or not such cvcnl is specifically sci forth I~erein. 15 LAWYER S ABSTRACT ID:94177~2627 MAR 23'98 16:13 No.O14 P.I? OR: 2128 PG: 1652 5,02, Default Rate. ]'he Default Rate shall be the highest rate allowable by law at th,.-. tim~; o1' default, provided, however that at no time shall any interest or charges in the nature or interest bc taken, exacted, received or collected which would exceed 1he m,'tximl:rn tale pennitte[l by law. 5.03. Acceleration Upon Default, Additional Remedies. In tile event that one or more default.~ a.~ above provided sh~ll oceuz, the remedies available to Mortgagee shall include, but not necessarily be limited to, any one cdr more of the following: (a) Mortgagee shall declare the cntlrc unpaid balance of both of the Notes imnlediately due and payable withou! notice, and Mortgagee may avail itself of any and all rights ~md re:,'.¢dies under applicable law and this Morlgage may be foreclosed and Mortgagor shall pay all costs, charges and expenses thereof including reasonable atlomeys' fees, (b) Morlgagcc may t~kc immediate possession of the Mortl;~gcd Property or any p,zt tt~creof (which Mortgagor agrees to surrender to Mortgagee) and manage, corneal or team the same to such person or persons and at such rental as it may deem proper and collect all rents, issues and profits, therefore, including those pa.';t due ~ well as those thereafter accruing, with tile right in the Mortgagee lo cancel any le.',~e or sublease for m~y cause which would entitle Mortgagor to cancel the same; to make such expenditures for maintenance, repairs and easts of opcration a~ it nlny deem advisable; mid afler deducting the costs thereof and a commission of five (5%) percent upon the gross amount of rents collected, to apply the residue lo thc payment of any sums which arc unpaid heretmder or under the Notes. The taking of possession under this paragraph shall not prevcnl concurrcnl or la:er proceedings for thc foreclosure sale of the Morlgngcd I'ropc~ly as provided elsewhere herein. (c) Mortgagee may apply to nny court of compctcnt jurisdiction for thc ;lplx)intmcnt of a receiver or similar official Io manage and at-.crate thc Mortgaged Property. or mty [)art thereof, and to apply thc ncl rents and profils therefrom to the payment of thc interest mud/or principal of said Notes and/or .ny olher nbligation~ of Mortgagor to Mortgagcc hereunder, hi event of such application, Mortgagor agrees to consent to the appointment of such receiver or similar ol'ticiat, a~d agrccs that such receiver or similar official may bc appointed without noli¢c to Mortgagnr, without regard ~t, the adequacy of any :~ecurity for tile debts r. nd without regard to tile solvency of Mortgagor or nny oilier person, firm or corporation wh~ or which may be [table for lhe payment of the Notes or any other obligation of Mortgagor herelmder, (,d) Without declaring tile entire unpaid principal bala~;c due, the Mortgagee may foreclose only as to the sum pa.gt due, without injury to lhis Mortgage I)r the displacement or impairmcm of the remainder of thc lien thereof, and at such foreclosure .,;ale the proper~y shall bc sold subject tt) all remaining items or indebtedness; m~d Mortgagee may again foreclose, in tile mmc manner, as often as there may be any sum past due, 16 _P~YER'S ~BSTR~CT ID:9~177~2627 MAR 25'98 16:t~ No.Ol~ P.!8 OR: 2128 1653 5,04. Additional Provisions. Mortgagor expressly agrees, on behalf of itself; succes.qors ,'md a-~signs [u~d any future owner of thc Morlgagcd Properly, Or any par~ lhcre0f interest thcrcin, as follows: (a) All remedies available to Mortgagee with respcc! Io this Mortgage shall be cumulative anti may be pursued concurrently or successively, No delay by Mortgagee in cxcrci~ing any such rcrncdy shall opcratc as a waiver thcrcof or preclude thc exercise thereof during thc conlinuancc of that or any subsequent default. (b) The ubtaining of a judgment or decree on either of' the Notes, whether iri thc .;tale of Florida .r clsewhere, shall not in any manner affect the lien of this Mortgage upon the Mc,,~gaged t'ropcrly covered hereby, and any judgment or decree so obtained shall Ix: sec.red to lhe same exlent as said Noles are now secured. (c) I~t thc event of any foreclosure sale hen:under, nil nc~ proceeds shall be available for appllcalio, to the indebtedness hereby secured whether or not such proceeds may exceed lhe value of the Mortgaged Properly for unpaid taxes, liens assessments ,"md any olher cos~s rclaling It) ~hC Mortgaged Proper~y, ~,d) '[he only [imita~ion upon thc foregoing agrcc~ncnts as lo the cxercisc of Mortgagcc's remedies is that thcrc shall bc bul one full and complcte satisfaction of the indcbtcdnc~;s sccurcd hereby, (c) Thc Mor~gagor shall duly, promptly and fully perform cach and every term and provision of any Construction or othcr 1.aaa Agrcemenl which has been executed and delivcrcd by ~hc par~ies hereto simultaneously with ~he excculion and delivcry hereof, the terms of which CoItstruclion or other Loan Agrccmcnl are incorporated herein by rcfcmncc, Thc licn of this Mortgage secures thc payment of all sums payable to Morlgagcc and the pcrformance of all covcnanLs and agrccmcnls of Morlgagor undcr thc terms of any Construction or other I.otm Agreement, 5.05. Remedies Nol Exclusive. Morlgagcc shall be cntilled to enforce payment apd performance of ,'my indebtedness or obligations sccurcd hereby and to exercise all rlghls m ~ powers tinder this Morlgage or thc Notes or under any other ;,greement or any laws now or hereafter in force, nolwithstaJ~ding some or all of the said indebtedness and obligations secured hereby m.y now or hercafh:r be otherwise st'cured, whether by mortgage, deed of trusg, pledge, lien. assignme~t .r .~he~'ise. Neither Ibc acccp~tce of'this Morlgage nar its enforcement shall prejudice or in any manner affect Mongage¢'s right Ia realizt: upon or enforce any other security now ar he, caller held by Morlgagee, il bei.g agreed that Morlgagec shall be entitled to enforce this ,Mortgage and any other security now or hercaflcr held by Mortgagee in sucl, order and mannc~ as Mortgagee m;sy in its abs.lute discretion dctcrmine. No rcn,edy herein coati:fred upon or reserved to Mortgagee is rote.dod Io be exclusive of any other remedy herein at by law provided .r ix'mil.cd, but each shall bc cumulative and shall be in addition Io every olher remedy given hereunder or now or hereafter existing at law or in equity or by statute. Every p~wcr ofrcmcdy gtvc. ~o Mortgagee or Io which il may be otherwise entitled, may be exercised, 17 LAWYER'S ABSTRACT ID:9417742627 MaR 25'98 16:1~ No.014 P.19 01 : 2128 PO: 1654 t'oncurrcntJy or mdcpc,'~dcntly, from lime to lime and as O~etl aS rally be deemed Cxl. dicnt hv Mongagcc a!ld il may purst~e h~consislent remedies, ARTICLE V! 5,I I SC EL LA N EO U S 6.01. Corporate Existence. So long as thc Mortgaged Properly shall be owned or held by a corlx)taio., such corporation .shall ,al all times maintain its corporate existence and .,,hall bc fully authori;,cd lo do business in the Ntutc of I:lorida and shall mainlain in thc Slate of Florida a dub' amhoria,ed registered agent for the service of process. Failure to comply with such obligalions shall be a dc£ault under lhi.,, Mortgage. Within ninety (90) days after the cxpiretio~ of the ::'.ne lbr filing its annual relxm and the paymenl of Ihe appropriate corporate taxes in the Slat: .,f Florida. Mmlgagor ,,,,'ill furnish ~o Mortgagee a cer:.ificale of good stnndi,g or other evidence :,atisf, clt, ry lo Mortgagee to show complJat~cc wilh the pruvisiuns of' this Section. 6.ti2, .Ntatcmcrtl.~ I~y Morlgag,r. Morlgagof, wilhi~l three (3) days after rcqx~est in ;~rson or x~ithm lea ([0) days after rcquesl by mail. will furnish to Mongnsec or ~y person, or co~,ratitm designated by Mo~gagcc, a duly ack,owlcdgcd ~ritlcn stalement sclfing thc ,.uo.m t,f fi~c dcbl seem'cd by this Motlgnge, and stating either that no offsets of dclYn.~cn cxis~ agains~ xuzh debt. or. if such oll~cta t~r dclbnscs ~rc alleged to cxisl, full i,forma, o,~ wilh respcc: to such alleged offsets and/or defenses. 6.03. Successors and Annigns. The provisions; hereof sh;fil be binding u~n anti shall imtre to ,~c benefit of thc Mortgagor. i~s succcs~rs and assigns, including without limitation subsequent ownen uf thc Premises or Ihe leasehold cslate of the P~mises or m~y p~ thereof; shall ~. binding u~m and shall inorc to the ~ncfit of Mortgagee. i:~ successors ~d mggigns ~fl In ~hc event d~e ow~;ctship of thc Mortgaged Pm~ny or any leasehold estate that may bc covered by this Mortgage, becomes vested in a person other than Moagagor, Morlgagec may, wlthv.l re,lice ;o Mor'4,,agor, deal ~'ith such socccss(,r or successors in interest with rcfc,'cnce 1o this instrument and thc Notes m thc same tm.mcr as with thc M~ngagor, and may idler thc [lllcrcsl rate am~or ahcr or cxlend thc tcm~s oF payments of thc insmm~ent and the Notes in thc ~;m~c manner ;,~ will~ thc Mong~g,r, ami may alter the inlcrcsl rate amVor slier or extend thc tc~s of paymcm of the Notes wilhtmt notice to Mt,flgagor hereunder or under the Nolcs her · 5y seemed m fl~c Sic, or prl-rity of Ihig Mo~lgagc wilh re~c',., troy part of Ibc Mortgaged I'ro~ny covered hereby, but nothing herein comaincd shall serve to relieve Mortgagor of a% liaNlity m~der ~he No~cs or ~l~is Mortgage (or ~ny olhcr agreement executed in conjunclion therewith) unless Moagagcc shall expressly release Mortgagor in ~iljng, M.agagor and any ~ransfc~ce or a~sig~ec shall be joimly and severally liable for nny documcmation or intangible 6.04. Nnticc,~ All notice.s, d.:m:,,~ds trod requests givc~) by chhcr pa.r'ty hcrcto to the <',lhc~ Ihu'ty .'.}.dl bC irt ~riti.g All .t,lit:e~, dclnamls trod [eq~a~sls by thc Mo~gz~gor shall bc dccmcd Lo hzsvc ~'cn pro[~rly given if scsi by Unilcd SliL{c5 certified mail, ~slagc )~rcpaid. addressed lo the Mongagor al lhe address as lhe M(~ngagt)r may LPJYE~'S ABSTRACT ID:9417742627 MAR 23'98 16:15 No.Ol~ P.2O OR: 2128 PG: 165 from timc to timc dcsignatc by written notice to thc. Mortgagee. given as h¢rcin rcquircd All notices, demands and requests by Ibc Mo~[a[or to thc Mo~a~cc shall bc dccmcd lo h~vc ~cc pro~rly ~ivcn if sent by United S~tcs rc~i~lcrcd or codified m~il, posagc prepaid, nddrcs~d lhc Mortgagee, ()r to ~uuh ~,thcr address as thc Mo~gagcc may flora time to time designate by ~iuen noticv 1o thc Mortgagor, given ns herein requital. Notices, dvmand~ ~d requests given in thc m~ner aforesaid shall ~ deemed su~ciently seined or given for all pu~ses hereunder al thc time such notice, dcmm~d or request shall ~ dc~silcd in ~y posl o~ce of branch ~sl office regularly maintained by lhc United Slales Governmenl. The Mortgagor shall dcllvcr to tile Mortgagee. promptly upon receipt of same, copies of nil notices, ccrtificalcs, documents and instruments received by il wh{ch materially alTcct any pa=~ o,r ;he Mortgaged I'mpcay covered hereby, including, without limltnfion, notices from any lc~;~., or sublcsscc clnlming that the Mortgagor is in default trader any terms of nny lease or sublease 6.05. Modification~ in Writing. This Morlgagc may not be changed, terminated or modified orally :~r in any other manner than by an instrumenl in writing signed by the party against whom enforcement is sought. 6.06. Captions. The captions or hcadlngs at thc bcgirming ofcach Section hcrcofarc thc convenience office pamcs ~nd arc not a pan ofthls Morlgagc. 6.07. Invalidily of Certain Provisions. If the licn of this Morlgage is invalid or unenforceable as to any pan of thc debt, or if the lien is invalid or unenforceable as to any parl of thc Mortgaged Property, the unsecured portiun of the debt shall be completely paid prior to the i,ayrncnts of thc secured porlion of thc debt, and nil payments made on the debt, whcthcr voluntarily or otherwise, .shall bc considered to have been first paid on and applied to the full payment of that portion of tile debt which is not secured or fully secured by Ibc lien of this Mu,~gagc. 6,08, No Merger. If both the lcssoFs and Icsscc's estates undcr any lease or rmy porlion thereof which constitutes a pan of the Mor~£agcd Property shall ut ~y IifX'lc become vested in one owner, this Mortgage and thc lien created hereby shall not be destroyed or terminated by applicatio,) of the doctrine of merger and, in such event, Mortgagee shall continuu to have md enjoy all of thc rlght.~ :md privileges of Mortgagee as to the sel~,u'ate cslatcs. In ~ddition, apo{! thc £orcclosurc of thc lien created by this Mortgage on the Mortgaged ProperW pursuant to provisions hereof, any leases or subleases then existing and created by Mortgagor shall not tx: destroyed or Icrminalcd by application oflhc law of merger or a-~ a result of such foreclosure sale unless Mortgagee shall so clcct. No act by or on bchalfo£ MortgagCL' or any such purchaser shal! constitute a tcrmina~itm of any lease or sublca.~c unless Mortgagee or such purchaser shall v,~ttcn notice thereof to such renan{ or subtenant. 6,09. (;ovcrninff, Law and Construclion of Clauses. This Mortgage shall bc governed and construed hy thc laws uf thc State of Florida. No act of thc Mortgagee shall be con.~trucd as an election Io proceed under any one provision of the Morlgage or of the applicable s',,.t,~cs of 19 _c~YER'S ~BSTR~CT ID:9417742627 MAR 23'98 i6:15 No.O14 P.21 the State of Florida to the exclusion of ~ny olher such provision, anything herein or othcrwise to thc contrm-y notwithstanding, 6.10, Tr-nsrer, In thc event all or ~y pa~ of the proper~ encumbered by this Morlgagc, or any imcrcst therein, is sold, conveyed, encumbered or oO~er~sc tnmsferrcd by thc Mortgagor, without Mortgagee's prior written consent, or, ir Mortgagor is a pn.,'tncrship, any gencr~ p~ner of Mortgagor ceos to bca genera] pa~rlncr, or if Mortgagor is a corporation: (i) ~y shareholder or Mongegor owning dirtily or indirecLly 10% or mo~ of the issued ~d outst~dlng st~k of Mo~g=gor ~ or the ~te he.of t~nsfc~, d~ng thc lc= of~N Mortgage. ~y of such slik, or (ii) any additional stock of Morlgagor is issued aflcr thc date hereof, then, ~nd in the event 8xly of the foregoing events occm, Mortgagee may, in ~ta sol~ discretion: (I) require a modification of thc terms of the loan or loans secured hereby (including without limitation those related to the rate of interest and terms or schedule or repayment) in a manncr satisfactory to Mortgugee. and may charge ~ "assumption fe~" or similar fee in consideration of such m~'tification or approval, or (2) accelerate the indebtedness secured hcreby and dcclar~ lhen outstanding balance secured hcreby, with ~ll accrued interest to bc immediately due and p}~yable. 6.11. Books and R~ords. Mortgagor shall fumirh annually to Mortgagee comple:e, true and accurate books of accounts ~md records r~flecting Lhe results of the operation of the Mortgaged Properly. Mortgagor shall tdso furnish Io Mortgagee wiI. hin ninety (90) days after thc end of each fiscal year of Mortgagor a balance sheet and ~ stalement of income and expenses, both in reasonable detail, prepared in ~ format acceptable to the Mortgagee, ~md if any of thc Mortgaged ?roper~y is rented or lo.cd, a rent schedule o[a Mortgagcd Property, certified by ~n accountlng officer of Mortgagor, showing thc name of each Icnnnt and thc space occupied, the lease expiration date and the rent paid. 6.12, Financial Statemenls, For so long as any balance(s) rcmain unpaid on the Notes, thc Mortgagor shall nt all times comply with thc following unless thc Mortgagee shall otherwise con.~cnt in writing. Mortgagor shall keep books and records reflecting its/their financial condition(~} including, but not limiled to, thc operation of the Projcct in accordance with generally accepled accounting principle~ consistently ~pplied. Mortgagee shall have the right, from time to time al alt limes during normal business hours, to examine such books, records and accounts at thc officcs of the Morlgagor or other personal emily m~intaining such books, reco~ts ~n¢l accounts and lo make such copies or c~t.mcts thereof as thc Mortgagee ,h~ll desire. During the term of the lotto, thc Morlgagor (including all (:.-Mortgagors, if applicable) must furnish or cause to be furnished to the Mortgagee within 90 days 2O ' cxYER'S fiBSTR~CT ID:gal??4262? MfiR 23'98 16:16 No.O14 P.22 OR: 2128 Pi,: 1657 of thc close of ii,their fiscal years, itsAhcir currcnt signed financial statements (.'re,mai balmme sheet ired ti ptofil/ioss stalcmcnt) of each Mortgagor which m'. bc "Prcscmcd To" First Union Nadonal Bank of Florida. All Morlgagors sba!' also annually furnish Io Morlgagcc: (i) annual U,S. Income Tax Returns, (ii) slalcmcnl disclosing all co.th~gcnt liabilities, ~d (iii) such inlerim statements as may reasonably bi: required by Mortgagee. 5'om time to time, During thc term ut thc Ioma, thc guarantors nm.st fiirnish or ca.se to be fimfished to ~he Morlgag¢c within 90 days of lh~ close of their fiscal years, currcnl signed fi.ancial statements (annual balance sheel and a pro~ffloss statemcnl) for each guarantor which must bc ,"Prcscn~ed To" Firs! Union National Bank of Flo,'ida, All guarantors shall also armrally furnish to Morlgagcc: (i) annual U,S, Income' Tax Returns, (ii) a s~lement disclosing nil contingcnt liabilities, and (iii) such interim ~tatemcnts as m~y rc&~onably bc rcquircd by Mortgagee, from time to time. l). If thc Project consists of income-producing propeay, Mortgagor, at its cost and expense, shM1 annually furnish to Mortgagee an income and expense statement of' the operation of thc Project within 90 days after the close of the Mongagor's risc. at year. Each statement shall show the total minimum annual rent. percentage rents, tmal income ~cccivcd from each tenant, total gross receipts from operalions and toh, l expenses in detail satisfactory Io thc M.rlgagce. Morlgagor shall also furnish st)ch interim statements to the Mortgagee ss may be required, from time to lime, If thc I)rojcct consists of income-producing property. Mortgagor shall furnish to lhe Mortgagee current signed rent rolls or le~se digests prior to the closing of the loan and anntaHy d~erenfler, no later than 90 days after ~he el.se of Morlgagor's fiscal yc;~r, certified to be corrccl by thc Morlgagor. In addilion, Mortgagor shall f~,.ish Io thc Mortgagee, ~s Morlgngee may rcqucsL true and complete copies of .Il lc~tscs, exmnsions and/ur modifications for thc Project, Mortgagor and guarantors (if~my) shall advise Mortgagee ol' th~:ir respective fiscal year-end dates and shall notify Mortgagee. in writing, of any change in such year.end dales. 6.13, Other lndcbtedne,~.~ Secured. This Morlgage is also given as security for and all other sums, indebtedness, obligations and li~bJEtics of any and cvc~ kind now or hcr.~flcr d~ling d~c tcnn hereof owing and to [~come duc from Morig~gur to Mudgug~-c, ~owcvcr crealed, incurred, evidenced, acqui~d or ~ising, whefl,cr u.dcr thc Notes or :his Mo~agagc. or any other Jnslrualcal, obligaliom contract, ngrccmc~l or dc~di.g of m~y m~d every kind now or here;dice existing or entered inlo ~'twccn Mortgagor and Mortgagee. or othe~ise, as amended, modified or supplemented from dine to time, and whether direct, indirect, prim~, scconda~, fixed .r co.6ngcnl, ~nd ~my and all renewals, modificatios~s or cxlcl~sJolls of any or 21 LRWYER'S RBSTRRCT 1D:94!?742627 MRR 23'98 t6:17 No.O14 P.23 OR: 2128 1658 6.]4, Construction Lo.n Agreement. Thc loan evidenced by Nolo ] i~ available to ~ udvnnccd to pay for dcvdopment and other costs incu~cd by ~ongagor, It will ~ advm,~d pumu~l to a Development and Revolving Con~tmclion Lo~ Agreement ~[wccn ~o~gaS~ m~d Mo~gagec orcvcn (late here~h (thc "I.o~ Agreement"). Thc loan evidenced by No~c 2 ;~ a revolving censtructiun lu~ which Mo~gngee Ires agreed to m~c to Mo~g~8or pursuit to ~hc I.oan A~cmcn~, 3~c pr~ccds of thc io~s evidenced by Note I nnd NoIc 2 ~11 ~ advm~ccd ~n accord wi~ th~ ~cm~s thc~or as d~¢ con~tmction oF thc In]provemcn~ [obc made pmgrcs~c~. 'l~c amoum so advanced under Iht Iom~ evidenced by Nolc 2 may ~ repaid and ready.ccd and may cxuccd thc cumulmivc sum oFFOUR ~ILLION AND NO/100 DOLLARS (54,000,000.00), but ~hc aggmg~t~ principal balm)ce outst~ding under No~e 2 s~cured hereby shall not exceed thc sum of FOt]R MII,[,IO~ AND NC:/!00 I)OIA~ARS ($4,000,000.00) at ~y one ~int in time. ;,.15. Secondary Financing. Mortgagor shall not obtain secondary finuncing, 6.16. Rt'lea.~eA o1' Con,:nminium Uuill ~lnd Other Properly, MortgRgCC may mlea.~e condominium unils constructed un thc Prcmiscs mad othcr properly, from the lien o£ this Mortgage in accordance ~hh lllc terms scl forth in thc Lo,m Agreement. 6.17. Re.~erv¢ ^e¢ounL Mortgagor shall establish .',nd maintain a reserve accour,~ v~ifl~ thc Mortgagee in accordance wi~h (he terms and pruvi~ion~ .~cl forth in thc [.o~n Agreement, 6.18, A(ldifiun-I Pruvisiun~. See at(ached Addendum, IN WITNESS WHEREOF, Mortgagor has hereunto set hand anti sca] all done as of thc day and yea.t first hcrcinbcfi,rc v¢rilten. Signed, scaled and delivered m thc presence 5' £: D,'tf~IC$.~ #L/ '? t'rlnfc¢l Name Off ~/tlnt'a.,~ # 1 NTC DEVEI,OPMENT, L'['I)., a Florida limited pmlncrship By: SW FI.OIl. IDA PARTNERS, a Florida general partnership, its sole general partner with full authority to Ro~ C;, Claussen, as M~aging G~nctal P~nc[ wifi] full ~o acl on ils behalf 22 LAUYER'S ~BSTRACT ID:9417742627 MAR 23'98 16:1? No.O14 P.24 STATE OF FLORIDA ) COUNTY OF COLLIER ) Ol: 2128 I ItEREBY CERTIFY Ih~t thc foregoing insffumcnl was acknowlcdg~J bcforc nit this ..J[zYday of _~ 1'~.t_~ f', 1995. by Robcn G. Claussen, as Managing Genera] Partner of SW Florida Parmers, a Florida general pannershlp, which is the sole genera] panner of NTC l)evelopmcnt, Ltd., a Floridn limited p~rlnership, on ~ehair or ~he parlnership, who is personaJly known to mc ~)(no) or who produccd iden6fica~ion. ~s (Scal) /~#lnle~),/~d /~ame of ffotary My Commission Expires: 23 um~YER S ~$TR~CT IB:g41Z?4262Z ~R 25'98 16:18 No.O14 P.25 "ADDENDUM" OR: 2128 PG: 1660 .W~'~.]~. MORTGAGOR tlEREBY KNOWINGI,Y, VOLIINTARIL'. AND ]NTEN'['IONAI.I.y WAIVES ANY RI(lilT IT MAY itAVE TO ^ TPJAL BY JURY IN RESPECT Gl,' ATJY [.ITIGA'I'ION [IASED ON Tills MORTGAGE, OR ARISING OUT OF, UNDER OR IN CONNHCTION WITH Tills MORTGAGE OR ANY AGREEMENT CONTEMPI.ATED TO lie EXECUTED IN CONNECTION WITIt THIS MORTGAGE, OR ANY COURSE ()F CONDLICT, COURSE OF DEAI.ING, STATEMENTS (WIIETHER VI~.RBA[. OR WRITTF. N)OR ACTIONS OF ANY PARTY WITII RESPECT IIERETO. TIIIS PROVISION IS A MATERIAL INDUCEMENT FOR TIlE M()R'rGAGEE'S ACC.;I.~PTING THIS MORTGAGE FROM MORTGAGOR. I~IDRI_GAG OR'. NTC DEVELOPMENT, LTD., a Florida limiled parmcrship By: Sw FLORIDA PARTNFRS, a Florida general pm'tnership, it-,- sole general panner with full ~ulhority ~o act on its behalf Robert G Claussen, as Managing General Parlncr with full authority ~o act on its behalf S'['ATI;. OF I"I.()P, II)A ) ¢'Ot)N'FY OF COI.[.II~P, ) I I IERI~.BY CHRTII.'Y that thc foregoing in.~trument wa.,~ acknowledged bcfi~rc me this '/'>' ['~! (1 ' ~'v3 ~.~ I~. 1995, by Roan O. Claussen, as Managi,~g General l'~ne, of [~ day Of .~&.,, .,. .... ~W Florida Paancrs, ;t Florida general paflncrship, which is !he sole general p~ner of I. I'C Dcvclopmenl, lad, a FJorida limiled pa~nership, on ~half of ~c partnership, who is ~rsonal!y known to me ~sj (no) or who produced ~ identification. -' ' No, tqry P/t~blic -,'St,'~e of Florida , / Pr/ntcd/T)'l~ed Name odr Notur), My Comn',ission Expires: 2.'I. _zbYER'S ABSTRACT ID:gdlT?d2627 MAR 23'98 16:18 No.Old P.26 OR: 2128 PG: 1661 EXHIBIT A - LEGAL DESCRIPTION All that part of thq west 1/2 of Section 19, Township 48 South, Range 26 East, Collier County, Florida being more particularly described as follows: BEGIN14ING at the ~outhwes% corner of ea~d Section 19; ~ong the west line of said Section 19, North I*-07'-34" West '.00.00 feet to the north line of a~ easement for drainage purposes as described in Deed Book 44 at page 78, Collier County Public Records, Collier Covnty, Florida said point also being tho ~outhwost corner of that parcel as described in O. R. Book 767, pa~ss 1506 and ~509 and O.R, Boor 7~8, pages 6~8 and 829 Collier county Public Records, Collier County, Florida; Book 767, pages 1508 and 1509 and O.R. Boo~ 768, pages BZ8 and 829, Collier County Public Records, Collier County, Fie[ida the following described nine (~) courses; North 89.-09'-48' East 50.00 feet; 2 North ~"-07'-34' West $49.50 feet; North 88'-52'-z6" East 30.00 feet; 4 North ~'-07'-34" WaSt 2017.43 feet; $ North 0'-$8'-48" West $~2.54 feet; North 8~'-0~'-12" East 360.00 fe~t; 7 North 0'-58'-48" West 800.00 feet; 8 south $9'-01'-1~" West ~00.00 feet; North 0--~8'-40" West IZ~O.O0 feet to a point on the north .ne of said Section ~9, which l~es North 89.-20'-00" East 40.00 feet from the northwest corner of sa~4 section 19; thence alon~ the north line of said section ~9, North East 259Z.26 foot to the North 1/¢ corner of Naid Section thonco alon~ tho north an4 south 1/4 section l~no of said Section 19 South 1'-08'-21" East 1716.05 fr. et; thence leaving said line, South 89'-09'-48" West 750.0o feet; thence South 1'-00'-21" ga~% 3~05.71 fOOt tO the south li~e of said Section 19 and the south line of that drainage easeme t des~ribod in said Doed Book 44, page 78; thence a~ong said line, South 89"-09'-48" West 1890.21 feet the southwest corner of sail Soctio~ 19 a~d tbs Point of Beginning of the parcel h~rein described; :2~'~'ER'S RBSTRRCT ID:9417742627 HRR 23'98 16:19 No.O14 P.27 2150463 OR: 2285 PG: 1534 U~I.~ID l~, OfflClkL UCO~$ el ~ilZ] MOI)IFI('ATION OF MORTGAGE ANI) SECURITY AGREEMENT AND AS.KIGNMENT OF LEASES, RENTS AND PROFITS AND NOTICE OF gUTU~tE ADVANCE l'~:iS MODIFICATION OF MORT(iAGI". is made this ..L~k~ day o1' ~~.~.. 1997. t,., and bclween Nl'(' I)F. VEI.OI'MIiNF. LTD., a l:lorida limiled parlnership. ,,,~ho~ address in 2450 Piper Iloulevard, Naples. Florida 34110, ,,"Morlgsgor"). and HR.gl' IJNI()N NA'I'I()NAI. BANK ()F I.'I.()RII)A. a national banking association, 5801 Pelican lloulevard, Naples, l*'lorida 34108 4?lS.It R E (': I T ALS: A. Mt,rtgagor gra,ted t~, Mortgagt.c a Mor~Bag~: arid Security Agrccmcnl al~d A~ignmcnt of l.cascs, Rents and l'ror~ts dated December 13. 1995. (thc "Mortgage") encumbers thc real property described in thc Mortgage ("Properly") which Mc, agagc ,,,,as vxordcd at Ol'l~cial R~:cords Ilook 2128, Page 1637. d thc Public Records of Collie County. t:lofida; and 'l'b.c Mortg,gc t,rigintslly secured a promissory note in the original principal amou,t of SI:.VI'~N MII..LION ONE IitINI)RI!I)'I'IIOIJSANI)ANI) NO/1OO I)O|.I.AR.", ($7,100.OO0.0()) ("Nt~tc I") a,d a revolving promiss,ry nolo in thc lace amount of F()UR MIllION AND NO/lO0 DOLl.ARS ($4,000,000.00)("Note II"). both i~sucd t~y M:~r~,gag,r in favor of Mortgagee of eve, dale xvill~ thc M<gage; a,d C'. Mortl3ag~r has requeslcd and Mortgagee has agreed I, make lsnothcr loan M~ngal.,,or i,~ lh¢ amo!,mI o[ ONE MII.I.I()N TIIREE ItUN[)RI]D I':IFTY IIIOUSAND i)OI.I.ARS AN[) N()/IO0 ($1,350.000,00) to tx: secured by the Mortgage. a-'~ m~xlified hcrcb)'. SocI~ otl~c~ Io.',, i.,, cvld¢,ccd by a [ :'omissory Note. thc face amount ,f which is ~1.350.OOO.(ff1 cxccu~cd % Mon~,agor in {awr o[ Mortgagee ol'cven date herewith ("New Note"',: and Note I has heel) rcl~cwcd bi' a I{eflc',val I'ronlissory Note i. /he amou,t {,~' .$6.852.758.75 of cv'cn dale herewith ("Renewal Note") issued by Moq:agor in f,s,~,s' of Morlgagcc. Thc principal balance outstanding under thc N.tc I. ~ rcnc~vcd is $5.305.617.46. '! he undisl,urscd im)[,tmt unde~ Nole }, as icnewcd is $1.547.141.29. Thc fact. a,~ount of thc Renewi,I Nole is equal :o ~he t,lal of such amounts. 56,852358,75. The Renewal Nolo and ~l~c ['K)CUMENTARY STAMP TAXES IN PiE AMOUNT OF $$0,6r~0,00 AND INTANGIDLE T~ES IN ~E ~J~ ~ S2L~.~ ~RE PAID AT THE TIME OF RECOROATION OF THF ~IORTGAGE AT OFFIC~L RECOROS ~ 21~. P~ ~6~7, ~ THE PUU[.IC RECOAD~ OF COLLIER COUN]Y, FLORIDA. ~UMENT~Y STAMP AND I~TA~I~ T~ES IN ~SPECT [. LAdYER'S ABSTRACT ID:9~177~2627 MAR 25'98 16:20 No.O14 P.28 OR: 2285 ?G: 1535 i!. 'lhc panics ~gish m mc~lil'y thc Mortgage Io rctlccl fha! thc N¢~ Note and C~,n~,lid~l~.'d Nolo shall bc sccurcd by Iht Mor~g~gc. I:'l nddilion. II~c F~ani~:.', s~'ish ,) confirm the sccurily il~lcrcs! in personal property and Ibc assignmcnl of Icar, cs. r,:ms ~nd profils crc~slcd t,.,, Ilar Murlgr~gc continues '~'[th rcspccl Io Ihe i)cr~',nal property and Ica.~s. reals prolhs rc.gnccting Ibc Propcn.s' dc.,~.ril:~'d in thc M,nga~c. Thc parlic~ have cnlcrcd into Ih',.~ agrccmc;,., m cs idcncc their u,dcrstanding, Ni')W. 'I'tlF. RI!F()RIk t'nr g~x~t and valuable considcriltion, receipt -f s,,hich i~ hcrcb.x ackn.~ Icdt,.cd. the parries hcrcb.~ agn.'c as follo~ss: '1 hc alx~vc rccilals are Iruc and correct. 2. Thc M,rt~aL:.C, as hcrcl9 m,dificd, .,icct,rc.~ Ihs: C,nsolidulcd Nolo a,d thc New N,tc (collccfivcly rcl'CrTcd IO ns linc "Nolcs"L A del'aah tinder uhhcr of thc Nixies shall con.sthum a dcl'ault under It~c MmlBagc as hereby m~xlificd, Any reference to Nc)lc i,r Nolcs in Iht M,ngasc shall appl) m thc Nolcs. 3. Thc malt, rily dates of Iht Nov Note and Ibc Consolidated Nolc arc December 13. Itr:,~?. 'l'hc principal balance ..Istanding under the New Note is $1.350.O00.00. Thc principal balance ottlslandil!g together with undisburscd amounts under thc ('.ns.lidatcd Nt)tr is $8.202.758.75. .1. Notice is hcrcb.x given Iha: pursuant Io paragraph 1.17 o[ thc M,,ngagc. thc Sl.350.~)(~. Thc pr~:ccds lhcrcof ~ill ~' advanced in accord wilh ~hc Ic~ of a dalcd Ik~:c.,~r 13. 1~15. z~ amended ol'cxcn date hcrc~vith. 5. Thc sccurily imcrcst in personal propcrly and the assignment o1' Ica.,;cs. rents anti profits cn.'atcd 19 d~c Morlgagc conlinucs ~silh rcspcct Io thc i)crsonal prolx:rly and Ica-scs. rems and profits tcsi~.'cling the Property described in Ibc Moa, gage. as hcrcl,fi.~ru' and as hcrcb.,, m(~li fled. and hereby ~ecun:s thc Nc~v Nolo and the C,m;t,lldatcd Nt)tc, 6. Mmtgngor agrccn Ihut it has nn claims, detbrsscs, or ,~l(~I't's againsl Mortgagee la .r againq cnfi~rcc,ncnt ol'an) of thc Nolcs or tl~c Morlgagc. as modified, or il' Morlgagor 7. I.:xccpt as modil-scd hc~'~:by, d'~c h.l~n[tat,.c remains in flail fi, roe :mc, tilL'cl. LAWYER'S ABSTRRCT !D:9~!7742627 MAR 23'98 16:20 No.O14 P.29 OR: 2285 PG: ~536 IN WI'I'Nt~S.'4 WItI':RHOF. lite plulics h..,,c mi their hands and s, eals a~ of thc date p.[s(,¥ ¢ wrill¢~l, Signed. Scalcd and I)clivcrcd in Iht prcsence of: full NTC DF. VEi. OI'MI~NT. I.'1'1).. a Florida limit 'o:1 panncrship By: SW F'lorida Panners, Inc., a Florida cmporation, as sole General Pann¢~'. with authority on behalf of thc partnership __~_~_~ r,..~..,'._,es~; ~ ......... 'FIRST UNION NATIONAl. BANK OF FI.()RIDA. a national banking as..sax:iali~m / ./ ((nrlmralc Seal) aBSTRACT 1D:9417742627 MRR 25'98 16:21No.O14 P.$O *** OR: 2285 PG: 1537 STA'I F. ()F I:I.()RIDA ) I HI~RI:-I~,Y (.I:R I I1' that thc foregoing instrument was ackm)wledgcd bcforu mc on this )~_!c~ day of C_.~6~ot~__~"/_, 199'/. by ~O~.t.T,..~__~ as SW Florida Panners, Inc.. a Florida corporati,n, as solc general partner of NTC Development, l.td., a Florida llmhcd panner.ship, on b,:half of said p~rlnership, who is personally known m mc (yes) ~ t)R who produced /~Z'. i~ff_Lgt.~....,~..4..ff..~'.,O$ tlr as identifica~i[,~/ ' · ~,' t l.~,a stem Nola~Publi~;..Silal~z of Fk, ridlty My (_'ommls.~ion Expire.s: S'I'ATI{ OF I:I.t)RIi)A ) COUNTY ()F COI.I.II{R I I IHRF. I~ Y CI':RTI FY th,al thc foregoing insLru,ncnt ,,vas acknowledged bcf, rc mc on this I~_~day ul'.~$~tO.~q , 1997, by SANDFORD MILLER, as Vice President of FIRST UNION NATIONAl. BANK OF FI.ORIDA. a national ba~ as~imion, on ~half of ~id association, wh, i~ ~rsonally km,w,s Io mc~ (no) OR who pr~uc~ as idcnlificalio~.~ " ~, ~u~ ~m ~-~f My Commission Expi~s: C. knnt, Fridkin, & Pr~:m, P.A. ~$51 RI~ Drive, Suitr 501 Nq~cs, Fk~ida 3410S 2263365 OR: 2375 PG: 2385 RI¢O~iD in O~ICIIL [[ICORD$ o[ COl,iii! allIl~, 12/30/~? at !l:lll)! DIIIGHT ]. BIO¢[, el. Ill [etn: ~Ut011 It IUCf/IO OBU) ?100000.00 OB~I 5104100.00 L1C nl IL50 DO¢-.35 2tl50.00 I]1'I-.002 10201.20 SECOND MODIFICATION OF MORTGAGE AND SECURITY AGREEMENT AND ASSIGNMENT OF LEASES, RENTS AND PROFITS AND NOTICE OF FUTURE ADVANCE THIS MODIFICATION OF MORTGAGE is made as of thc 13th day of December, 1997, by and between NTC DEVELOPMENT, LTD., a Florida limited parmership, ("NTC") whose address is 2405 Piper Boulevard, Naples, Florida 34110, ("Mortgagor"), and FIRST UNION NATIONAL BANK, a national banking association, 5801 Pelican Bay Boulevard, Naples, Florida 34108 ("Mortgagee"). RECITALS: A. Mortgagor granted to Mortgagee's predecessor in interest, First Union National Bank of Florida, a Mengage and Security Agreement and Assignment of Leases, Rents and Profits dated December 13, 1995, (thc "Mortgage") which encumbers thc real property described in the Mortgage ("Property"). Thc Mortgage was recorded at Official Records Book 2128, Page 1637, of the Public Records of Collier County, Florida; and B. The Mortgage originally secured a promissory note in thc original principal amount of SEVEN MILLION ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($7,100,000.00) ("Note I') and a revolving promissory note in the face amount of FOUR MILLION AND NO/100 DOLLARS ($4,000,000.00) (''Note II''), both issued by Mortgagor in favor of Mortgagee of even date with the Mortgage; and C. Mortgagor requested and Mortgagee agreed to make another loan to Mortgagor in the amount of ONE MILLION THREE HUNDRED FIFTY THOUSAND DOLLARS AND NO/100 ($1,350,000.00). Such other loan was evidenced by a Promissory Note, the face amount of $1,350,000.00 executed by Mortgagor in favor of Mortgagee's said predecessor dated February 18, 1997 ("Note III"). D. Note I was renewed by a Renewal Promissory Note in thc amount of $6,852,758.75 dated February 18, 1997 ("Renewal Note") issued by Mortgagor in favor of Mortgagee's said predecesszr. The Renewal Note and the Note III were consolidated by ~TA~IIP TA.I~ O~ MDI~ V ~J&.L I~lE P~JD AT Th~ I~C::OJM2ATIOM h~3q~OF. INTA~3~LE TAX~] OM NO'T1E V, ~CH I~ A RLndO(-MNO MOI'E. ~~,~L I~E pAg) OR: 2375 PG: 2386 Consolidated Renewal Promissory Note of even date therewith, which note was in the original principal mount of $8,202,758.75 ("Consolidated Note"). The Consolidated Note, Note III and the Renewal Note were secured by the Mortgage as modified by instrument recorded at Official Records Book 2285, Page 1534 of the Public Records of Collier County, Florida; and E. Mortgagor has requested and Mortgagee has agreed to renew the Consolidated Note and Note I1 and to make two additional loans to Mortgagor in the respective mounts of $5,100,000.00 and $2,000,000.00. Such additional loans, are evidenced by a promissory note ("Note IV") in the amount of $5,100,000.00 of even date herewith and by a revolving promissory note ("Note V') in the amount of $2,000,000.00 of even date herewith, both of which notes have been issued by Mortgagor in favor of Mortgagee. The Consolidated Note has been renewed by renewal promissory note ("Renewal Note II") in the original principal amount of $7,146,050.03 of even date herewith, which amount is the principal balance outstanding under the Consolidated Note ($6,411,470.71) together with the undisbursed amounts thereunder ($734,579.32). Note II has been renewed by renewal revolving promissory note ("Renewal Revolving Note") of even date herewith in the amount of $4,000,000.00. F. Renewal Note II and Note IV have been consolidated by Consolidated Renewal Note of even date herewith in the principal amount of $12,246,050.03 issued by Mortgagor in favor of Mortgagee ("Consolidated Renewal Note"). Note V and the Renewal Revolving Note have been consolidated by Consolidated Renewal Revolving Note of even date herewith issued by Mortgagor in favor of Mortgagee, which note is in the original principal amount of $6,000,000.00 ("Consolidated Renewal Revolving Note"). G. The parties wish to modify the Mortgage to reflect that Renewal Note II, Note IV, Note V, the Renewal Revolving Note, the Consolidated Renewal Note and the Consolida3_ed Renewal Revolving Note (collectively referred to as the "Notes") shall be secured by the Mortgage. In addition, the parties wish to confirm that the security interest in personal property and the assignment of leases, rents and profits created by the Mortgage continues with respect to the personal property and leases, rents and profits respecting the Property described in the Mortgage. The parties have entered into this agreement to evidence their understanding. NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the parties hereby agree as follows: 1. The above recitals are true and correct. 2. The Mortgage, as hereby modified, secures the Notes. A default under either of the Consolidated Renewal Note or the Consolidated Renewal Revolving Note shall constitute a default under the Mortgage as hereby modified. Any reference to Note or Notes in the Mortgage shall apply to the Notes. 3. The maturity dates of the Notes are December 13, 1999. The principal balance outstanding under the Consolidated Renewal Note equals $12,246,050.03. 2 OR: 2375 PG: 2387 4. Notice is hereby given that pursuant to paragraph 1.17 of the Mortgage, the proceeds of Note IV, when advanced, will constitute a future advance in the face amount of $5,100,000.00. Notice is hereby given that pursuant to paragraph 1.17 of the Mortgage, the proceeds of Note V, when advanced, will constitute a future advance in the face amount of $2,000,000.00. The proceeds of such notes will be advanced in accord with the terms of a Development and Revolving Construction Loan Agreement made by Mortgagor and Mortgagee dated December 13, 1995, as amended by instrument dated February 18, 1997, and as further amended of even date herewith. 5. Monies under the Consolidated Renewal Revolving Note may be advanced. re?aid and readvanced, provided however that the principal balance outstanding thereunder shall never exceed, although the cumulative amount of all advances may exceed in the aggregate, $6,000,000.00. 6. The security interest in personal property and the assignment of leases, rents and profits created by the Mortgage continues with respect to the personal property and leases, rents and profits respecting the Property described in the Mortgage, as heretofore and as hereby modified, and hereby secures the Notes. 7. Mortgagor agrees that it has no claims, defenses, or setoffs against Mortgagee or to or against enforcement of any of the Notes or the Mortgage, as modified, or if Mortgagor does i:,~ ,: ~my of same, they are hereby waived in consideration of this modification. 8. Except as moditied hereby, the Mortgage remains in full force and effect. IN WITNESS WHEREOF, the parties have set their hands and seals as of the date first above written. Signed, Sealed and Delivered in the presence of: NTC DEVELOPMENT, LTD., a Florida limited partnership By: SW Florida Partners, Inc., a Florida corporation, as sole General Partner, with full authority on behalf of daniership *** OR: 2375 PG: 2388 FIRST UNION NATIONAL BANK, a national banking a~iation / ~mwr£rvrrt,£a NA~£: Saru~ford Miller rrrL£: ~'ice President (Corporate Seal) STATE OF FLQRIDA ) COUNTY OF ~.~([i (,v' ) I HEREBY CERTIFY that the foregoing instrument was acknowledged before me on this day of ['~.ll~_ga/ , 1997, by ~[~{ ~x. CtLuJ, t~,, ,as ?rt61~ of SW Florida Partners, Inc., a Florida corporation, as sole general partner of NTC Development, a Florida limited partnership, on behalf of said partnership, who is personally known to me as identification. - "OFHCI^LNOT^R¥$EAL i Notary,.Publ~c - StategfFiorida C HEL£N ATI'IAN I (r- ~"'~ I t It~ i-. ~ ~I,x~¥ ~'~x' ST ^TF. C~ ~O~m^ I Typed, 'stamped, or Printed Name of Notary ._.~ ,~,.,~.._2Ls.q~.z,, [xV IUN[ 2*2OOO1 My Commission Expires: STATE OF FLORIDA ) COUNTY OF COLLIER ) ~,~ I HEREBY CERTIFY that the foregoing instrument was acknowledged before me on this 1,'~ day of__'~l',~laLq , 1997, by SANDFORD MILLER, as Vice President of FIRSI UNION NATIONAL BANKy~national banking association, on behalf of said association, who is personally known to me (~es)Xno) OR who produced as identification. ()FHCIAI. NOTARY SEAL C, tt[I.FN ATHAN \,q-AR'r ~ _qTATF. OJ: F1X)RIDA ~ ~ .C,,,,'.¢~\ EXl' JUX'£ No~. Public/~¢~[ tm' State~ {/r~,~, of Florida Typed, stamped, or Printed Name of Notary My Commission Expires: ~['~t lq, %o ~ o 4 · NOT~: ~ is a two-part foo~. ~ ~o{h carts to ~he C:)epart~r~t o! State ~ h~. ff a ~y ~ ~s f~ is ~ ~ to ~. ~ ~t~ f~ ~r ~. ~ ~ ~ 5 0 iMPORTA~: Read Inst~ctlons on back ~fore filling out fo~. Se~nole ~ U~-I STATE OF FLORIDA UNIFORM COMMERCIAL CODE FINANCING STATEMENT FORM UCC-I (REV. 1~3) ~ ~P~, L~., a Flori~ l~t~ ~e~p 2450 Pi~ BI~. ~ ~ple~, ~ ~a~_~_~_33942~ First Union National Bank of Florida,~ N~A~ 33942 All that certain persc~al property described on the attached Exhibit A which is located on that certain r~al pr6perty described on the attached Exhibit B. 7. Chlc~~b~;~'-'-i~ AIdo~eN~lar~StlmPtaxesdu~lndplyi~lO~0~Om~lue-ilXi-Pl¥1b~po~i;&~l~F-~~ (o,-4 box ..~ bo .-4,bd) IQ_ F~_~._S~_ __T~.~._~__m~k.d:. ...................... 3 SEE ATAn~dED SI~ATI3RE PAGE 9. Number ol nddltlo~d Shd~ 'This ~ loc Use ot Filing Off~ 2003920 OR: 2128 PG: 1662 IXC0DI~ lB 0trltlCltl, I~:0D$ 0! ~_LL_T~B COil?l, Il, 12/141~5 it Il:r/HI DII~' I. llOCl, lJC m It.st lat. a: Ifil l~IIl,& DI SEE A~/~:HED SICI~ATURE PAGE Name ' Robin C. Thcraes, Esq. ~ Grant, Fridkin & Pearson, P.A. 5551 Ridg~Dod Drive, Ste. 501 j Naples, FL 33963 r,~y, S~ate. Z~ FILING OFFICER COPY STANDARD FORM - FORM UCC-1 A~o,~s~. o, Sa,~.s~,,.o~F~ ~. OR: 2128 ,~: 1663 SECURED PARTY: FIRST UNION NATIONAL BANK OF FLORIDA, a national banking association iler, as Vice President NTC DEVELOPMENT, LTD., a Florida limited partnership By: SW Florida Partners, a Florida general partnership, its sole general partner with full authority to act on its behalf o~~~ G~ Claussen, as Managing General Parmer with full authority to act on its behalf OR: 2128 PG: 16H4 Ali buildings and improvements of every kind and description now or hereafter erected or placed on the real property legally described in Exhibit B hereto and owned by the Debtor (the "Premises") and all materials intended for construction, reconstruction, rehabilitation, alteration and repairs of such improvements now or hereafter erected thereon, all of which materials shall be deemed to be included within the Premises immediately upon the delivery thereof to the Premises, and all fixtures, goods and articles of personal property now or hereafter owned by Debtors and attached to or fo.'ming a part of or used in connection with the Premises or the operation and convenience of any building or buildings and improvements located thereon, including, but without limitation, all furniture, furnishings, equipment, apparatus, machine~', motors, elevators, fittings, screens, awnings, partitions, and convenience of the Premises, and all plumbing, electrical, heating, lighting, ventilating, refrigerating, incineration, air-conditioning, and sprinkler equipment, systems, fixtures, and conduits (including, but not limited to, all furnaces, boilers, hot-and-cold water equipment and system), and all renewals or replacements thereof or articles in substitution therefor, in all cases whether or not the same are or shall be attached to the Premises in any manner. All right, title, estate, and interest of the Debtors in and to the Premises, properly, improvemenl.s, furniture, furnishing, apparatus, and fixtures hereby conveyed, assigned, pledged, and hypothecated, or intended so to be. All accounts receivable, rents, issues, profits, royalties, income, and other benefits derived from the real estate. Ail leasehold estate, right, title and interest of Debtors in and to all leases or subleases covering the Premises or any portion thereof nov,' or hereafter existing or entered into, and all right, limitation, all cash or security deposits, advance rentals, and deposits or payments of similar nature. All awards and other compensation heretofore or hereafter to be made to the present and all subsequent owners of the Premises for any taking by eminent domain, either permanent or temporary, of all or any pm of the Premises or any easement or ap;:urtenance thereof, including severance and consequential damage and change in grade of streets. All insurance proceeds as a result of damage or destruction to the Premises. All accounts, general intangibles, contract rights, chattel paper, deposit accounts, money, documents, encumbrances and instruments, now or hereafter owned by Debtor and related to, used in connection with or arising out of the premises or any improvements located thereon. All proceeds of the foregoing and all substitutions, replacements and accessions thereto. The security interest herein is limited to such of the tbregoing as is owned by Debtors. UCCEXI{III OR: 21213 PG: 1665 EXHIBIT ~ - LEGAL DESCRIPTION All that part of th9 west 1/2 of Section 19, Township 48 South, Range 26 East, Collier County, Florida being more particularly described as follows: BEGINNING at the southwest corner of said Section 19; thence along the west line of said Section 19, North 1'-07'-34" West 100.00 feet to the north line of an easement for drainage purposes as described in Deed Book 44 at page 76, Collier County Public Records, Collier County, Florida said point also being the southwest corner of that parcel as described in o. R. Book 767, pages 1508 and 1509 and O.R. Book 768, pages 828 and 829 Collier County Public Records, Collier County, Florida; thence along the boundary of that land as described in said O.R. Book 767, pages 1508 and 1509 and O.R. Book 768, pages 828 and 829, Collier County Public Records, Collier County, Florida the following described nine (9) courses; 1) North 89°-09'-48" East 50.00 feet; 2) North 1'-07'-34" West 549.50 feet; 3) North 88°-52'-26'' East 30.00 feet; 4} North 1°-07'-34'' West 2017.43 feet; 5) North 0°-58'-48" West 582.54 feet; 6) North 89'-01'-12" East 360.00 feet; 7) North 0°-58'-48'' West 800.00 feet; 8) South 89'-01'-12" West 400.00 feet; 9) North 0'-58'-48" West 12S0.00 feet to a point on the north line of said Section 19, which lies North 89°-20'-08" East 40.00 feet from the northwest corner of said Section 19; thence aiong the north line of said Section 19, North 89°-20'08'' East 2592.26 feet to the North 1/4 corner of said Section 19; thence along the north and south 1/4 section line of said Section 19 South 1°-08'-21'' East 1716.05 feet; thence leaving said line, South 89'-09'-48" West 750.00 feet; thence South l°-08'-21~' East 3605.71 feet to the south line of said Section 19 and the south line of that drainage easement described in said Deed Book 44, page 78; thence along said line, South 89'-09'-48" West 1890.21 feet to the southwest corner of said [ection 19 and the Point of Beginning of the parcel herein described; COLLIER COUNTY GOVERNMENT COMMUNITY DEVELOPMENT AND ENVIRONMENTAL SERVICES DIVISION ENGINEERING REVIEW SECTION July 7, 1998 2800 NORTH HORSESHOE DRIVE NAPLES, FL 34104 Jack McKenna Agnoli, Barber & Brundage, Inc. 7400 Trail Boulevard North Naples, FL 34108 Re: Lakeview SE, Tract G ~ Carlton Lakes Dear Mr. McKenna: This is to inform you that the above referenced project has been granted preliminary approval on July 7, 1998 by Engineering Review in compliance with Collier County Land Development Code, Section 3. All water and/or sewer facilities approved, accepted and required to be maintained by Collier County shall be conveyed to the County pursuant to the provisions set forth in Collier County Ordinance No. 97-17, as amended. You are reminded that it is your responsibility to petition the Development Services Director for final approval of the improvements upon the expiration of the minimum one (1) year maintenance period. After satisfactory completion of all final inspections., the Board of County Commissioners shall grant final approval of the required improvements establishing County responsibility for maintenance of the required improvements if it is the Board's desire to accept and maintain the facilities. If you should have any questions or if we may be of assistance, please advise. Very truly yours, ~.~ ~ Shirley N?x~ Engineering Technician II CCi Jack Sterling, Carlton Lakes Master Association, Inc. Ed Finn, Interim Water Director Cindy Erb, Public Works Building Review & Permitting Code Enforcement Housing & Urban Improvement (941) 403-2400 (941) 403-2440 (941) 403-2330 Natural Resources Planning Services Pollution Control (941) 732-2505 (941) 403-2300 (941) 732-2502 Pay to the order of ~-. ~ ·. . *$*/~*** .Z 10,743.85 TEN THOUSANI') SEVEN HUNI)RED FORTY Issuod Bg Im*~ra~ed ~aymont Systems lne., EnOlo~ood. Golomdo .' ~e~Bamk~°nal A~soClati~3;D.epver,~.OIoraOo: .... ':: ' ·" .. ' ' Dollars THREE AND DRAWER: FIRST UNION NATIONAL BANK ii. JO0~,ci I,," ~: ~0 BOO ~ct &8~: r. 8OOOCt& ?~,clctct ? 1,,' Official Receipt - Collier County Board of County Commissioners CDPR1103 - Official Receipt 73225 5/8/98 12:22:52 PM 5/8/98 MS 36115 LAKEVIEW SE @ CARLTON LAKES, TRACT G Payor · NTC DEV Fee Information Fee Code Description 1GL Acc°unt 1300000 i 12BOND DEPOSITS-COMM DEV (CASH BOND 6700000002201 Total Amount I Waived $10743.85 $10743.85 IPayment Code CHECK Payments IAccount/Check Number 967499971 Amount $10743.85 Total Cash $0.00 Total Non-Cash $10743.85 Total Paid t $10743.851 Memo: Cashier/location: FROLOFF_E / 1 User: NIX_S Collier County Board of County Commissioners CD-Plus for Windows 95/NT Printed:5/8/98 12:23:42 PM ProfEssional engineers, planners & land sup~'eyors PRESSURE TEST REPORT PROJECT Lakeview S.E. PN 6696-2/5093 DATE 3/31/98 WITNESSED BY Jim Bailey TYPE OF LINE: FORCEMAIN X POTABLE IRRIGATION FIRE DIAMETER 8" INCHES, D LENGTH 2637.5 FEET, S TEST PRESSURE 150 PSI TEST: START 159 PSI ~ 9:00 a.m. STOP 159 PSI~ ll:00a.m. AMOUNT USED 0 GAL AVERAGE PSI 159 ALLOWABLE LEAKAGE: L = SD>P/133,200 GAL/HR = 1.99 GAL/HR X2 = 3.98 GAL/2 HR PASSED Yes Main Office: 7400 Tamiami Trail N., Suitc 200, Naples, Florida 34108 · (941 ) 597-311 l · FAX: (941) 566-2203 Lee County: 1625 Hcndrv St., Suite 101, Fort Myers, Florida 33901 · (94 l ) 334- t 173 · FAX: (941 ) 334- ] 175 FROM ; Panasonic FAX SYSTEM PHONE NO. : 941566220~ May. 21 1998 07:54AM P2 Lawton Chiles Governor Department of Environmental Prot:ect South District 229S Victoria Avenue, Suite 364 Fort Myers. Florida 33901-3881 Virginia B, Wetherell Secretary May 18, 1998 Robert G. Claussen, Managing Partner :. NTC.DeVelOpment L~m%ted :""" 240.5 PiPer Boulevara Naples, Florida.34110 RE: Q~11ier .Countv- PW Lakeview Southeast (Collier County RegionalWTP) 131393-001-DSGP Dear Mr. Claussen: acknowledges receipt Of certification that_th.e subjec, t water T~h.i~_~.~,.~,, =vstem extension has been completed in a. ccoraance u~=~~ ..... ~ ...... ~__~.~ .... itted bv this agency ~r-~er~it N~be: 131393-O01-OSGP ua:e~ Nove~er o, l~.. Based on this certification and satisfactory bacteriological results, we are approving these facilities for service. Your continued cooperation in our water supply program is appreciated. Sincerely, Gary A. Maler Professional Engineer Gm¢/C O/skw cc: Jack G. McKenna, P.E. Edward N. Finn "Protect, Conse~e and Manage Florldtl's £nvironn~en! and No[ural ReSOL;r~:es" Pr;n~ed on recycled p~pet, Lawton Chiles Governor Department of 'Enwronmental Protection SOUTH DISTRICT P. O. Box 2549 Fort Myers, Florida 33902 (941) 332-6975 Virginia B. Wetherell Secretary July 1,1998 Jack Sterling, Secretary Carlton Lakes Master Association, Inc. 2405 Piper Blvd. Naples, FL 34110 Re; Collier County - DW Lakeview Southeast 50581-026-DWC North Regional WWTP Dear Mr. Sterling: We have received a certificate of completion of construction dated May 6, submitted by Jack G. McKenna, P.E., of Agnoli, Barber and Brundage, Inc., for the project authorized by the above permit number. Accordingly, the wastewater collection system may be placed into service. Sincerely, HarleTJ~f. You~,'Ph.D., P.E. Water Facilities Section Manager ~/dd cc: Jack G. McKenna, P.E. Timothy L. Clemons Printed on recycled paper WAIVER OF LIEN KNOW ALL MEN BY THESE PRESENTS, that Timothy C. Mitchell, Sr., as President, of Haleakala Construction. Inc. for and in consideration of One Hundred Seven Thousand Four hundred ThirtyEight Dollars and Fifty cents ( $107,438.50 ) and other good and valuable considerations, lawful money of the United States of America, to me in hand paid. the reciept whereof is hereby acknowledged. docs hereby waive, release, remiss, and relinquish any and all right to claim an)' lien or liens for work performed or material furnished, or any kind or class of lein whatsoever on the following described property: ( Please provide full name and location of development and a desonption of the utility s?,'slon~ constructed ) The Potable Water Main connection and Backflow Preventor Assembly' for LakeView SouthEast at Carlton Lakes as depicted on the construction drawings as prepared by Agnoli, Barber & Brundage, Inc Haleakala Construction, Inc. 5758 Taylor Road Naples. Florida 34109-1856 By ' ~ent STATE OF FLORIDA ) ) SS: COUNTY OF COLLIER ) The foregoing instrument ~vas signed and acknowledged before me this 20 th day of Fcbruan/, 1998 by Timothy C. Mitchell, St, who is personally known to me and who did not take an oath. CC 384389 7/1/96 11-3 CULLIGAN OPERATING SERVICES, INC. 1998 Trade Center Way Naples, Florida 34109 (941) 597-6059 (941) 936-6609 (941) 639-5325 FAX (941) 597-7056 DRINKING WATER BACTERIOLOGICA~ ANALYSIS SYSTEMNAME.~,~-EVt~-Y ~' C, ADDRESS:. FOR LAB USE ONLY LAB CERTIFICATION #85197 COLLECTOR: SAMPLE SITE (Locality or Subdivision): DATE AND TIME COLLECTED: TYPE OF SUPPLY (Circle one): TYPE OF SAMPLE (Circle One): REMARKS: : SSYSTEM ,.O. NO: SYSTEM P.O,E #;. COUNTY:~__"~/~///, ,r.~ ,~,.- DER DISTRICT:. COLLECTOR PHO~'E ~: ~ ./// v/a z, ~ o~.'5-~ ~-~'~ ~-~rnu~ Non community water system '-PriVate Well Swimming pool Bottled water Compliance Repeat Replacement (Check Box) (Check BOx) [] Distribution I-]TNTC or C [] Raw [] Turbid Nontransient - non community water system Other public water system Well survey Other (Specify) TO BE COMPLETED BY COLLECTOR OF SAMPLE TO BE COMPLETED..~J~:==;:=====~ ANALYSIS METHOD: MF MTI~ MMO-MUG~ )PA COLL. SAMPLE POINT CL NON CONFIRM CONFIRM NO. (Specific Address) RES'D pH SAMPLE NUMBER COLIFORM *TOTAL TOTAL FECAL Results in this column are preliminary. Fecal coliform confirmation on community and noncommunity water systems and total coliform confirmation on all types of water systems will follow in 24 - 48 hours. p - Coliforms are present C - Confluent growth TA - Turbid, Absence of gas or acid A - Coliforms are absent TNTC - Too numerous to count INTERPRETATIONS- REMARKS BY PROGRAM REVIEWER NAME AND MAILING ADDRESS OF PERSON/FIRM TO RECEIVE REPORT REVIEWING OFFICIAL: TITLE: ( ) ( ) SATISFACTORY ( ) INCOMPLETE COLLECTION INFORMATION ( ) REPEAT SAMPLES ( ) REPLACEMENT SAMPLES CULLIGAN OPERATING SERVICES, INC. 1998 Trade Center Way Naples, Florida 34109 (941) 597-6059 (941) 936-6609 (941) 639-5325 FAX (941) 597-7056 FOR LAB USE ONLY DRINKING WATER BACTERIOLOGICAL ANALYSIS SYSTEM NAME.__J~ I~ k ~ .I,// ~' ~) S .E. (~,,~.'~L~,o,~ ~/'t#.~YSTEM I.O. NO: COUNTY: ADDRESS: LAB CERTIFICATION #85197 COLLECTOR: J"/4~. 6~) k-,~ ~.~::~ SAMPLE SITE (Locality or Subdivision): DATE AND TIME COLLECTED:_ TYPE OF SUPPLY (CircLe one): TYPE OF SAMPLE (Circle One): Compliance (Check Box) [] Distribution [] Raw Communi~ water system Non communi~ water system Private well Swimming p~l ~EI~ water Re.at Replacement ~ (Ch~k ~x) ~ ~TNTC or C ~Turbid SYSTEM PHONE #:. ~..,~'/// ~t¢ ~ DER DISTRICT: f COLLECTOR PHONE #: ~'~'/G~ ar'/ Nontransient - non community water system Other public water system Well survey Other (Specify) TO BE COMPLETED BY COLLECTOR OF SAMPLE TO BE COMPLETED BY LAB ~ ANALYSIS METHOD: MF MrrF C MMO-MUG__. ~PA COLL SAMPLE POINT CL NON CONFIRM CONFIRM NO. (Specific Address) RES'D pH SAMPLE NUMBER COLIFORM *TOTAL TOTAL FECAL * Results in this column are preliminary. Fecal coliform confirmation on community and noncommunity water systems and total coliform confirmation on all types of water systems will follow in 24 - 48 hours. P - Coliforms are present C - (3onfluent growth TA - Turbid, Absence of gas or acid A - Coliforms are absent TNT(3 - Too numerous to count INTERPRETATIONS- REMARKS BY PROGRAM REVIEWER NAME AND MAILING ADDRESS OF PERSON/FIRM TO RECEIVE REPORT REVIEWING OFFICIAL: TITLE: ( ) ) SATISFACTORY ) INCOMPLETE COLLECTION INFORMATION ) REPEAT SAMPLES ) REPLACEMENT SAMPLES State of FLorida Department of Hearth Office of Laboratory Services Jacksonvitte, Miami, Pensacota T~mpa, West Palm Beach DRINKING WATER BACTERIOLOGICAL ANALYSIS DHRS~ 55261 FOR CAB USE ONLY Rec' d 10:1'7 4-21-98 TESTED Date: 4-21-98 By:A.M. FA Time: 14:20 TO 14:50 CONF I RMED ~MER SYSTEM NAME: ADDRESS: Press hard,(5)copies Collier County Water" De pt 5114069 ?32-2558 SYSTEM I.D. NO: SYSTEM PHONE #: 330 i l'am i am i 'l-fa i 1, Nap i e s, FL COUNTY: Co l ~ J. er DISTRICT: 11 COLLECTOR: ~)m M- FARMER COLLECTOR PHONE #: ~!-7~0'7 LAKEVIEW S.E. ~ CARLTON LAKES SAMPLE SITE (LocaLity or Subdivision): DATE AND TIME COLLECTED: TYPE OF SUPPLY(CircLe one): ~ u~¥eF~Omnlunity ,ater system pri~ate--weLL swimming poo' ' -~ L BottLed water Nontransient - noncommunity water system Limited Use system TYPE OF SAMPLECCircLe one): CompLiance Repeat RepLacement ~ WeLL survey Other (Check Box) [ ] Check here if payment made [ ] Distribution to county public health uni [ ] Raw COLL. SAMPLE POINT CL NON RM CONFIRM NO. (Specific Address) RES'D pH COLIFORM *TOTAL TOTAL FECAL E. COLI SAMPLE NUMBER i 0+00 3.5 S. 36 /~' 381-4-98 .......... ,: ----~;..~;~ u{ll ~¢nllnu {n 2/.-/,8 hours. * ResuLts in this column are presu~tive. Total coliform and fecal coliform or E. coLic p - Co[iforms are present C - ConfLuent growth TA - Turbid, Absence of gas or acid A - CoLiforms are absent TNTC - Too numerous to count INVOICE ADDRESS (if different than address below): INTERPRETATIONS-REMARKS BY. PROGRAJ4 REVIEWER REMARKS: DAY THREE NAME AND MAILING ADDRESS OF PERSON/FIRM TO RECEIVE REPORT REVIEWING OFFICIAL: TITLE: ( ) ( ) SATISFACTORY ( ) INCOMPLETE COLLECTION INFORMATION ( ) REPEAT SAMPLES ( ) REPLACEMENT SAMPLES State of FLorida Oepartraent of Neatth Office of Laboratory Services Jacksonville, Miaei, pensacola Tampa, West Palm Beach DRINKING WATER BACTERIOLOGICAL ANALYSIS DHRS~ ~.jCm61FO LAB USE ONLY Rec'd 11:00 4-22-98 TESTED Date: 4-22-98 By:A.M. FP Time: 14:45 TO i5:1'7 CONFIRMED RMER SYSTEM HAME: ADDRESS: Press hard, (5) copies Collier County Water' 3301 Tamiami Trail, Dept 5114069 732-2558 SYSTEM I.D. NO: SYSTEM PHONE #: Co 11 i et' DISTRICT: Naples, FL_ COUNTY: COLLECTOR: ~ LAKEVIEW S,E.[~. CARLTON SAMPLE SITE (Locality or Subdivision): DATE AND TIME COLLECTED: 4--;~'.?--9~ /~-. F"I TYPE OF SUpplY(Circle one):~~.~ Private well Swimml ng LAKES COLLECTOR PHONE #: TYPE OF SAMPLE(Circle one): Compliance Repeat TO (Check Box) [ ] Distribution [ ] Raw Noncommunity water system Nontransient - noncommunity water system pool Bottled water Limited Use system Replacement ~ain clearance___5 Well survey Other COLL. NO. 1 0+00 SAMPLE POINT NON (Specific Address) COLIFORM * Results in this column are presumptive. p - Cotiforms are present C - Confluent growth A - Co~forms are absent TNT( - Too numerous to count INVOICE ADDRESS (if different than address below): REMARKS: DAY F(]UR [ ] Check here if payment made to county public health unit TOTAL MT F MMO - MUG~ PA CONFIRM FECAL E. COLI SAMPLE NUMBER Total coliform and fecal coliform or E._~. col.[ confirmation will follow in 24-48 hours. TA - Turbid, Absence of gas or acid INTERPRETATIONS-REMARKS BY. PROGRAM REVIEWER NAME AND MAILING ADORESS OF PERSON/FIRM TO RECEIVE REPORT ( ) ( ) SATISFACTORY ( ) INCOMPLETE COLLECTION INFORMATION ( ) REPEAT SAMPLES ( ) REPLACEMENT SAMPLES REVIEWING OFFICIAL: TITLE: CERTIFICATION OF CONTRIBUTORY ASSETS PROJECT NAME: LOC ATION: LAKEVIEW SOUTHEAST ATCARLTON LAKES LAKEVIEW SOUTHEAST AT CARLTON LAKES NAME AND ADDRESS OF OWNER: N T C DEVELOPMENT, LTD. 2045 PIPER BLVN. NAPLES, FLORIDA 33942 TYPE UTILITY SYSTEM: POTABLE WATERMAIN DESCRIPTION AND COST OF MATERIAL. LABOR. AND SERVICES :::::::::::::::::::::::::::::::::::: POTABLE WATER CONN. to EXISII~ ' _2 W' 6"X3" DOMESTIC & FIRE ASSEMBLY I ~ LS $22,400.0(~ $22,400.00 ~TESTING ~ TOTAL ] ~ ' $24,315.0 (If more space is require& use additional page(s). Number each page and include the name of the project. 7/1/96 11-5 I do hereby certify that the quamities of material and services described above are a tree and accurate representation of the as - installed cost of the s3~stem being contributed to Collier County and corresponds with the record drawings. CERTIFYING: Timot~ OF: Haleakala Construction, Inc. 5758 Taylor Road Naples, Florida 34109-1856 STATE OF FLORIDA ) ) SS: COUNTY OF COLLIER ) Thc foregoing instrument was signed and acknowledged before me this 20 th day of FebruaD', 1998 ~, Timothy C. Mitchell, Sr. who is personally known to me and who did not take an oath. B'-renda K Me~'chant CC 384389 7/1/96 11-5 CERTIFICATION OF CONTRIBUTORY ASSETS PROJECT NAME: LOCATION: LAKEVIEW SOUTHEAST ATCARLTON LAKES LAKEVIEW SOUTHEAST AT CARLTON LAKES NAME AND ADDRESS OF OWNER: N T C DEVELOPMENT, LTD. 2045 PIPER BLVN. NAPLES, FLORIDA 33942 TYPE UTILITY SYSTEM: SANITARY SEWER DESCRIPTION AND COST OF MATERIAL. LABOR. AND SERVICES SANITA_RY SEW ER . . i_CONN. TO EXISTING I~" SDR 35 pVC SEWER 0'-6' 8" SDR 35 PVC SEWER 6'-8' 18" SDR 35 pVC SEWER 8'-10' 8" SDR 35 PVC SEWER 10'-12' [ [ ~,,, $2.ooo.oo i $2,ooo.oo 1415 ~ LF $13.00 i $18,395.00 ' 600 i LV .... $~3.~0.?~ SIS,000.00 340 ~ LF $35.00 , $11.900.00 ~ .... + $13.84 j $0.00 MANHOLES 0'-6' $1.125.00 , $5,625.00 MANHOLES 10'-!2' 8"X6" T-WYES I 19 ~, EA : $50.00 , $950.00 . ~ ~s ~ 1153V~]~ 5 ~9.~o 6" SDR 35 LATERA ~ _ ..... 4 .... ~ ..... ~ ~ ~; 6" CLEANOUT _~ * .................... I : LS $1,800.00 $1,800.00 TV SEWER ONE TIME , ~ $83,923.50 TOTAL (If more space is required, use additional page(s). Number each page and include the name of the project. 7/1/96 11 -5 I do hereby certify, that the quantities of material and services described above are a true and accurate representation of the as - installed cost of the system being contributed to Collier County and corresponds with the record drawings. CERTIFYING: OF: Haleakala Construction, lnc. 5758 Taylor Road Naples. Florida 34109-1856 STATE OF FLORIDA ) ) SS: COUNTY OF COLLIER ) The foregoing instrument was signed and acknowledged before me this 20 th day of Febma~~, 1998 by Timothy C. Mitchell. Sr. who is personally known to me and who did not take an oath. CC 384389 7/1/96 11-5 Protbssional engineers, planners & land surveyors ENGINEER'S FINAL PAYMENT CONFIRMATION The undersigned engineer of record of the project known as Carlton Lakes - Lakeview Southeast (Tract G) hereby confirms that the firm of Agnoli, Barber & Brundage, Inc. has been paid in full by NTC Development Limited for labor, services or materials furnished in the design, permitting, and construction of the water and sewer utility facilities within this project. This confirmation of payment is not a release for any future right to claim a lien for work performed in connection with the property. Jack G. McKenna. X:lg, Printed Name STATE OF FLORIDA COUNTY OF COLLIER On this / day of ~/'~,/ ,1998, personally appeared Jack G.. McKenna, whom I know personally and acknowledged that he executed the same. 04-836j8doc.wpd l~olary Public Printed Name: Profcssional cnginccrs, planners & land surveyors April 20, 1998 Board of County Commissioners of Collier County 3301 Tamiami Trail East, Building F Naples, FL 34104 Re: Carlton Lakes - Lakeview Southeast (Tract G), PN 6696 Honorable Commissioners: The purpose of this letter is to certify that to the best of my knowledge, information and belief and in accordance with commonly accepted procedures consistent with applicable standards of practice, the water facilities to be dedicated at the above-referenced project have been constructed within easements dedicated in the plat of Carlton Lakes and within the lands described in the enclosed Utility Easement. This is not a guaranty or warranty, either expressed or implied. Sincere!y? Jack G. McKenna, P.E. JGM jarn cc: Don Milarcik 04-837j81~.wpd WARRANTY The undersigned parties do hereby warrant and/or guaranty all work executed ~' the contractor on the water system of ( Name of Development ) LakeView Southeast at Carlton Lakes to be free from defects in material and workmanship for a period of at least one ( I ) year from the date of acceptance by the Collier County. Board of County. Commissioners. The undersigned parties further agree that they will. at their own expense, repair and replace all such defective work and all other work damaged by said defective work under this Warranty - GuaranB'. It is furthermore understood that the consideration for the giving of this Warranty. and/or Guaranty. is the requirement by the General Conditions and Specifications under which the contract was let that such WarranB' and/or Guaranty. would be given. Haleakala Construction. Inc. By '~ STATE OF FLORIDA ) ) COUNTY OF COLLIER ) SS: The foregoing instrument was signed and acknowledged before me this 20 th da.',' of February, 1998 by Timothy C. Mitchell. Sr. who is persoually known to me and who did not take an oath. B;~-nda K Merdl~a~t- -- - CC 384389 7/I/96 11-2 Official Receipt - Collier County Board of County Commissioners CDPR1103 - Official Receipt Trans Number ~38~6 Date 5/13/98 9:44:24 AM tPost Date 5/13/98 taYment Slip Nbr UT 36373 ...... ---~ HALEAKALA CONSTRUCTION 5758 TAYLOR RD. Payor' HALEAKALA Fe~ Code LDescripti°n 42CYINl COUNTY INVOICES Fee Information I GL Account .......... A-m(~'~"~-Waived 1 40800000'0~-~10000006 ~6~i ] ' Toi~i ........ $68.40 J Payments $68.40/ P~.ym_ ent Code CHECK Account/Check Number 21675 Memo: BAC-T AT CARLTON LAKES. INVOICE #28788 CK #21375 FOR $68.40 PAID ON 5/13/98 Total Cash Total Non-Cash Total Paid $0.00 $68.40, _ $68_.40] Cashier/location: GARRETT S / 1 User: MOROCCO G Collier County Board of County Commissioners CD-Plus for Windows 95/NT Printed:7/7/98 1:55:10 PM u~lc~a~ r~ece~p~ - L;O~l~er L;ounty Board of County Commissioners CDPR1103 - Official Receipt Trans Number ' Date ' 15cst Date Payment Slip Nbr 70110 i 4~17/98 3:58:33 PM 4)i7/98 'U-~- 34'988 HALEAKALA CONSTRUCTION Payor' BISHOP , Fee Code E~escription 142cYiN COUNTY INVOICES Fee Information GL Account 408000000115100'00000 Total Amount Waived $135.45 $135.45 Payment Code CHECK Account/Check Number 2486 Payments Total Cash Total Non-Cash Total Paid Memo: INVOICE # 28764 FULL BORE FLUSH, DISiNFECT[ON, AND POST FLUSH FOR "CARLTON LAKES" Amount $135.45 $0.00 $135,45 $135.45 Cashier/location: GARRETT S / 1 User: LONG C Collier County Board of County Commissioners CD-P/us for Windows 951NT Printed:4/17/98 3:08:56 PM FROM : Panasonic FAX SYSTEM PHONE NO. : 9415662203 Jun. 01 1998 10:21AM P2 06/~I/i9cJ8 Dg; 34 9415977082 NO NAPLES ~'t4GE EIit Nay 28, 1998 June Agnoli, Barber and Brun~age, Inc. 7400 Tamiami Naples, FL 34~08 RE: Fire Hydrant Acceptance Carlton Lakes - 6 Hydrants Tract G - La~eview All On Cedar Springs Dr. Dear JU~e, The North Naples ~lre Control and Rescue DiStriC~ has inspected and received our fees for ownership an~ mal~=~nanoe Qf the above hydrants, we will accept ownership and maintenance at this time. The following aze the results of a flow tes~: If You have me a call. Static 70 Residual 48 GPM 1089 any questions, please do ~ot hesitate to give Since=ely, NORTH NAPLES FZRE DEPARTMENT Karl K. Reynolds Fire Marshal Fir~ ~revention Bureau KKR~sc HALEAKALA CONSTRUCrION, INC. 5758 Taylor Road Naples, Florida 34109-1829 TEST AND MAINTENANCE REPORT STREET ADDRESS: ~6 MAILING ADDESS: LOCATION OF ASSEMBLY: TYPE OF ASSEMBLY: RP FAC mER: ¢ O MODEL: CHECK VALVE #1 [ ] leaked [ ] closed tight 9auge pressure across check valve I1~ psi RELIEF VALVE opened at: psi did not open [ ] CHECK VALVE #1 [ ] leaked [ ] closed tight gauge pressure across check valve ~. ~ psi PRESS VACCUM BREAKER air inlet opened at psi did not open [ ] check valve: leaked [ ] held at __psi [] cleaned only replaced: rubber kit [] CV assembly [] or disc [] o-rings [] seat [] spring [] stem/guide [] retainer [] lock nuts [] other [] [] cleaned only replaced: rubber kit [] RV assembly [] or disc [] diaphragm(s) [] seat [] spring [] guide [] o-rings [] other [] [] cleaned only replaced: rubber kit [] CV assembly [] or disc [] o-rings [] seat [] spring [] stem/guide [] retainer [] lock nuts [] other [] [] cleaned only replaced: rubber kit [] CV assembly [] disc, air in [] disc, CV [] spring, air [] spring, CV [] retainer [] guide [] o-ring [] other [] gauge pressure across check valve psi relief valve open at psi gauge pressure across check valve psi air inlet psi check valve __psi NOTE: ALL REPAIRS SHALL BE COMPLETED WITHIN TEN (10) DAYS. REMARKS: I HEREBY CERTIFY THAT THIS DATA IS ACCURATE AND REFLECTS THE PROPER OPERATION AND MAINTEN~CE O/~F,~TH~ ASSEMBLY. HALEAKALA CONSTRUCTION, INC. 5758 Taylor Road Naples, Florida34109-1829 TEST AND MAINTENANCE REPORT STREET ADDRESS: ~ ~v~ MAInING ADDESS: ~ LOCATIO~ OF ASSEMBLY: ~,~ ~-~, ~ TYPE OF ASSEMBLY: RP [~ DC [ ] ~FACT~ER: ~0 ~ODEL: TEST GAUGE M~OF. ~ ~- ~¢~% PVB [ ] ACB [ ] SIZE: bO SERIAL GAUGE SERIAL NO: CHECK VALVE #1 [ ] leaked [~ closed tight gauge pressure across check valve '7,% psi RELIEF V~LLVE opened at: ~, ~ psi did not open [ ] CHECK VALVE #1 [ ] leaked [~ closed tight gauge pressure across ~eck valve psi PRESS VACCUM BREAKER air inlet opened at psi did not open [ ] check valve: leaked [ ] held at __psi [] cleaned only replaced: rubber kit [] CV assembly [] or disc [] o-rings [] seat [] spring [] stem/guide [] retainer [] lock nuts [] other [] [] cleaned only replaced: rubber kit [] RV assembly [] or disc [] diaphragm(s) [] seat [] spring [] guide [] o-rings [] other [] [] cleaned only replaced: rubber kit [] CV assembly [] or disc [] o-rings [] seat [] spring [] stem/guide [] retainer [] lock nuts [] other [] [] cleaned only replaced: rubber kit [] CV assembly [] disc, air in [] disc, CV [] spring, air [] spring, CV [] retainer [] guide [] o-ring [] other [] gauge pressure relief valve across check open at valve psi psi gauge pressure across check valve psi air inlet __psi check valve __psi NOTE: ALL REPAIRS SHALL BE COMPLETED WITHIN TEN (10) DAYS. REMARKS: I HEREBY CERTIFY THAT THIS DATA IS ACCURATE ~ REFLECTS THE PROPER OPER3tTION AND MAINTEN~E O~ ASS~LY. HALEAKALA CONSTRUCTION, INC. 5758 Taylor Road Naples, Florida 34109-1829 CUSTOMER: STREET ADDRESS TEST AND MAINTENANCE REPORT MAILING ADDESS: ~v~ TYPE OF ASSEMBLY: RP ~ DC [~] P~ [ ] ACB [ ] SIZE: ~ ~' o: 70 TEST GAUGE ~F. 6~-W~{ GAUGE SERI~ NO: ~CU~ CHECK VALVE #1 [ ] leaked [ ] closed tight gauge pressure across check valve ~7, psi RELIEF VALVE opened at: psi did not open [ ] CHECK VALVE #1 [ ] leaked [ ] closed tight gauge pressure across check valve ~ psi PRESS VACCUM BREAKER air inlet opened at psi did not open [ ] check valve: leaked [ ] held at __psi [] cleaned only replaced: rubber kit [] CV assembly [] or disc [] o-rings [] seat [] spring [] stem/guide [] retainer [] lock nuts [] other [] [] cleaned only replaced: rubber kit [] RV assembly [] or disc [] diaphragm(s) [] seat [] spring [] guide [] o-rings [] other [] [] cleaned only replaced: rubber kit [] CV assembly [] or disc [] o-rin~s [] seat [] spring [] stem/~uide [] retainer [] lock nuts [] other [] [] cleaned only replaced: rubber kit [] CV assembly [] disc, air in [] disc, CV [] sprin~, air [] spring, CV [] retainer [] guide [] o-ring [] other [] gauge pressure across check valve psi relief valve open at psi gauge pressure across check valve psi air inlet __psi check valve __psi NOTE: ALL REPAIRS SHALL BE COMPLETED WITHIN TEN (10) DAYS. REMARKS: I HEREBY CERTIFY THAT THIS DATA IS ACCURATE AND REFLECTS THE PROPER AND MAINTENANCE~ O~ ~E ASSEMBLY. TESTER: ~f~)~~,~ CERT. NO:DJO~.~_~~~9 DATE: TIME: 1mmmllh'l'~ BBBBBBI'~ A ,,~ -~ 1--, I B I I I l I~..L~ffL~U I'N J~,~J~,, [NC. Professional cnginccrs, planncrs ak land survcyors GRAVITY SEWER INFILTRATION TEST REPORT PROJECT Carlton Lakes - Lakeview S.E., PN 6696-2/5093 WITNESSED BY Jim Bailey DATE 4/13/98 - 4/14/98 PROCEDURE TIME DATE MEASUREMENT 9:00 a.m. 4/13/98 N/A MEASUREMENT 9:00 a.m. 4/14/98 N/A INFILTRATION 23 GPD VERTICAL DISTANCE LID TO WATER ALLOWABLE LEAKAGE SEWER SIZE 8 INCHES, D TOTAL LENGTH 2363 FT/5280 = 0.44 MI, L ALLOWABLE LEAKAGE 50 GPD/MI/INCH DIA AL = (50XDXL) = 176 GPD *Line was plugged at existing sewer manhole. PASSED Yes 04/22/98 15:42 PAINTS & COATINGS UNLIMITED * 19415989418 N0.374 Q02 .tY/a,vce~a~er Structure To Whom It May Concern: P l~s~ accept this letter as cc~rtificafion ~at th~ manholes supplied to, C'l~,r ]"0 ~.~ ~, __. I/l'~ ~d ~_~ E...'~t c ~' :.~ . , were double coatc~l, on ~¢ oatside; with a miniraam coating of 18mls thick~ and on the inside, With a r~i~imum coating of 36 mis thick, with Shorwin Williams brand Coal Tar epoxy C-200, an ac¢~ptabl~ bituminous or opoxy sealer. ~~yours fiLL[y, Carl A. Lquidara President 4,~1 Hancock Bridge. Parkway * Nih. Ft. Myers, FL 33903 II I.ILL... Illlllllll I Ill * 9'~I-997-6645 * 941-997~7117 FAX COLLIER COUNTY UTILITIES WASTEWATER DEP2%RTMENT PROJECT VIDEO REVIEW RECEIVED DATE OF REVIEW: 05/04/98 PROJECT NA/~E: Lakeview at Carlton Lakes~ Tract G ENGINEER OF RECORD: CONSTRUCTION CONTRACTOR: Haleakala Construction VIDEO CONTRACTOR: Sewer Viewer, Inc. COMMENTS: Lines and services are in good condition. RECOMMENDATIONS: ~ ACCEPTABLE: · ~--~ REVIEW NUMBERED COMMENTS IN ONE YEAR: [ I NITMBERED COMMENTS UNACCEPTABLE: (REPAIR/REPLACE) ~ OTHER RECOMMENDATIONS: COLLIER COUNTY GO RN NT COMMUNITY DEVELOPMENT AND ENVIRONMENTAL SERVICES DIVISION PLANNING SERVICES DEPARTMENT ENGINEERING REVIEW SECTION 2800 NORTH HORSESHOE DRIVE NAPLES, FLORIDA 34104 April 28, 1998 Jack McKenna Agnoli, Barber & Brundage, Inc. 7400 Tamiami Trail, North, Suite 200 Naples, Florida 34108 RE: "Carlton Lakes, Lakeside S.E., Tract G", Water & Sewer Dear Mr. McKenna: A preliminary inspection of the referenced project was conducted by Randy Casey of the Engineering Review Section of the Planning Services Department on April 28, 1998. Conditions were found to be acceptable, and appear to meet County Standards. If you should have any questions, please do not hesitate to call Randy Casey at (941) 403-2418 or Clyde Fugate at (941 ) 403-2417. Sincerely, Engineering Inspections Supervisor CF/tmt/fi\clyde water & sewer cc: Cindy Erb, Engineering Technician, Public Works Timothy L. Clemons, Wastewater Director, Utilities Ed Finn, Water Director, Utilities Evelyn Ferguson, D.O.R. Billing Supervisor Randy Casey, Engineering Inspector, Engineering Review Section Shirley Nix, Engineering Tech. II, Engineering Review Section File Building Review & Permitting Code Enforcement Housing & Urban Improvement (941) 403-2400 (941) 403-2440 (941) 403-2330 Natural Resources Planning Services Pollution Control (941) 732-2505 (941) 403-2300 (941) 732-2502 ~ Z