Parcel #00276200003Memorandum
TO:
FROM:
Minutes & Records Management
Hans Russell
Property Acquisition Specialist
Real Estate Services
DATE:
RE:
November 3, 2003
Public Utilities Operations Center--Land and Buildings Purchase
Mercantile Ave. and Progress Ave., Naples Production Park
Parcel//00276200003
Please find attached one (1) original recorded Warranty Deed for the above referenced
project together with one (1) original Agreement for Sale and Purchase.
The Board of County Commissioners of Collier County, Florida approved the purchase
on June 24, 2003, Item 10(E).
Please contact me if you have any questions or comments at Extension 2623.
Thank you.
Attachment as stated
CC:
Property Appraiser's Office w/attachment (deed only)
Tax Collector's Office w/attachment (deed only)
Inventory File w/attachment
Pr~ar~d b~:
Ell~ T. Chadm11, Esquire
Office of
3~1 East T~t~t Tra~l
Naples, Flort~ ~112
(~) 774~
PROJECT: Public Utilities Operations Center
PARCEL: 00276200003
3269646 OR: 3409 PG: 3428
RECORDBD in OF[I¢IU, IUI¢OltDS of ¢OLLIBR ¢0UN?¥, PL
09/30/2003 at 03:46PM DWIGHT B. BROCK, CLERK
CONS 5900000.00
R~C ~3E 24.00
DOC-,?O 41300.00
COPIES 5.00
Retu:
RRAL RSTA?B SBRVICRS
SIT 2623/RUSSRLL
INTBR OFFI¢~
WARRANTY DEED
THIS WARRANTY DEED is made this /C~'~ day of
2003, by SOLAR, L.C., A FLORIDA LIMITED LIABILITY COMPANY, FORMERLY
KNOWN AS L & D VENTURES, L.C., A FLORIDA LIMITED LIABILITY COMPANY
(hereinafter referred to as "Grantor"), 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, whose post office
address is 3301 Tamiami Trail East, Naples, Florida, 34112 (hereinafter referred to as
"Grantee").
(Wherever used herein the terms "Grantor" and "Grantee" include all the parties
to this instrument and their respective heirs, legal representatives, successors and
assigns.)
WlTNESSETH: That the Grantor, for and in consideration of the sum of Ten
Dollars ($10.00) and other valuable consideration, receipt whereof is hereby
acknowledged, hereby grants, bargains, sells, aliens, remises, releases, conveys and
confirms unto the Grantee, all that cedain land situate in Collier County, Florida, to wit:
See Attached Exhibit "A" which is incorporated herein by reference.
Subject to easements, restrictions, and reservations of record.
TOGETHER with all the tenements, hereditaments and appurtenances thereto
belonging or in anywise appertaining.
TO HAVE AND TO HOLD the same in fee simple forever.
AND the Grantor hereby covenants with said Grantee that the Grantor is lawfully
seized of said land in fee simple; that the Grantor has good right and lawful authority to
sell and convey said land; that the Grantor hereby fully warrants the title to said land
and will defend the same against the lawful claims of all persons whomsoever; and that
said land is free of all encumbrances except as noted above.
IN WITNESS WHEREOF, the said Grantor has signed and sealed these presents
the day and year first above written.
114I$ CONVEYANCE ACCEPTED BY THE
BOARD OF COUNTY COHHZSSIOflERS,
COLLIER COUNTY~ FLORIDA,
PURSUANT. *KO AGENDA,
,,,./.,0 g
OR: 3409 PG: 3429
WIT_.N F_~SES:
Print Name
Print Name
SOLAR, L.C., a Florida limited
liability company, f/k/a L & D
Ventures, L.C., a Florida limited
liability company
L~' ~ (~t' "~'wreCnce 'T"~shoff, ~
By: B. r~an~ger
President
and
STATE OF
COUNTY OF
The foregoing Warranty Deed was acknowledged before me this ,/d'N~-day of
,2003, by LAWRENCE B. TAISHOFF, Manager and President of SOLAR,
I-.C., ~. Florida limited liability company,.~.er!y kno.vvn~ L & D Ventures, L.C., a
Florida limited liability company, who i~ personally known.0.2o me or who has produced
as i-d-e~iffc~t~-6n7 ,,,
(Affix Notarial Seal)
Si0ature of Notary Public I
Print Name of Notary Public
NOTARY PUBLIC
Serial/Commission #:
My Commission Expires:
OR: 3409 PG: 3430
WITNESSES:
~gnature ~,
Print or Type Name
kSi.g~ature ~,% ~
Print or Type Name
Robert P. Taishoff /',~
Date: /'~ -'5~--¢~-*¢' ~
COUNTY OF ~'.~i~E ~ ~;~r~.~
...., The foregoing,,.,Consent and Joinder was acknowledged before me this
-/ day of ,1~'¢4~,~;t, 2003, by ROBERT P. TAISHOFF, who is
pers'onally,, know~n .t6 me or who has produced
/'/7/-£~r~ ,~' ~----/) as identification.
S i g ~f~ ~'~t a~_ ~)~ i.~. _~L~'
Prin~ ~ame'of Notary Public
NOTARY PUBLIC
Serial/Commission #:
My Commission Expires:
OR: 3409 PG: 3431
CONSENT AND JOINDER
We, the undersigned, being all of the members holding interests in Solar, L.C., a
Florida limited liability company, formerly known as L & D Ventures, L.C., a
Florida limited liability company, hereby join in the herein conveyance for the
purpose of certifying the unanimous consent of the members of Solar, L. C. to
said conveyance.
IN WITNESS WHEREOF, the undersigned have executed this Consent and
Joinder.
WITNESSES:
Pfi, nt or Type Name
Print or Type Name
Lawre'"'" enc 'B. Tai~l~ofVf,~n-dividjn-divid~a~a
and as Trustee of the Lawrence
B. Taishoff Trust dated 12/9/94
Date:
STATE OF
COUNTY OF ~ )
The foregoi0g Consent and Joinder was acknowledged before me this
?~--~ day of~ , 2003, by LAWRENCE B. TAISHOFF, individually
Lawrence B. Taishoff Trust dated 12/9/94, who is
to me or who has produced
as identification.
(Affix Notarial Seal)
Assistant Counts Attorney
Ellen T, Chadwell
S~nature of Notary Public
Print Name of Notary Public
NOTARY PUBLIC
Serial/Commission #:
My Commission Expires:
*** OR: 3409 PG: 3432 ***
EXHIBIT "A"
Being all and the same lands and premises as were conveyed to L & D Ventures,
L.C. (now known as Solar, L.C.) by Warranty Deed of LeNoir E. Zaiser dated
January 12, 1996 and recorded January 17, 1996 at O.R. Book 2139, Page 310,
Public Records of Collier County, Florida, and being more particularly described
as follows:
The East 1~ of the North 658.60 feet of the South 2005.80 feet of the West ~ of
the East Y2 of the West Y2 of the Northeast lA of Section 36, Township 49 South,
Range 25 East, situated and lying in Collier County, Florida, excepting therefrom
the South 30 feet pursuant to Order of Taking recorded in O.R. Book 1690, Page
1923, Public Records of Collier County, Florida.
And
The West !,~ of the North 658.60 feet of the South 2005.80 feet of the East 1~ of
the East ~ of the West 1/2 of the Nodheast lA of Section 36,Township 49 South,
Range 25 East, situated and lying in Collier County, Florida, excepting therefrom
the South 30 feet pursuant to Order of Taking recorded in O.R. Book 1690, Page
1923, Public Records of Collier County, Florida.
AGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT is made and entered into by and between Solar, L.C., a Florida
limited liability company, formerly known as L & D Ventures, L.C. (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 (hereinafter referred to as "Purchaser").
WITNESSETH
WHEREAS, Seller is the owner of that certain parcel of real property (hereinafter
referred to as "Property"), located in Collier County, State of Florida, and being more
particularly described in Exhibit "A", attached hereto and made a part hereof by
reference.
WHEREAS, Purchaser is desirous of purchasing the Property, subject to the conditions
and other agreements hereinafter set forth, and Seller is agreeable to such sale and to
such conditions and agreements.
NOW, THEREFORE, and for and in consideration of the premises and the respective
undertakings of the parties hereinafter set forth and the sum of Ten Dollars ($10.00),
the receipt and sufficiency of which is hereby acknowledged, it is agreed as follows:
I. AGREEMENT
1.01 In consideration of the purchase price and upon the terms and conditions
hereinafter set forth, Seller shall sell to Purchaser and Purchaser shall purchase
from Seller the Property, described in Exhibit "A", together with all rights,
privileges, tenements, hereditaments, and appurtenances pertaining to the land
and all buildings, structures and other improvements now and hereafter situated
upon the land.
II. PAYMENT OF PURCHASE PRICE
2.01 The purchase price (the "Purchase Price") for the Property shall be Five
Million, Nine Hundred Thousand and no/100 Dollars ($5,900,000.00) (U.S.
Currency) payable at time of closing.
2.011 In addition to the purchase price, Purchaser shall assume the sewer
assessment remaining on the Property as of the date of closing, in an amount
not to exceed Thirty-nine Thousand, Seven Hundred Eighty-two and 69/100
Dollars ($39,782.69).
III. CLOSING
3.01 The Closing (THE "CLOSING DATE", "DATE OF CLOSING", OR
"CLOSING") of the transaction shall be held on or before one hundred and five
(105) days following execution of this Agreement by the Purchaser, which date of
execution shall be no later than June 25, 2003, unless extended by mutual written
agreement of the parties hereto. The Closing shall be held at the Collier County
Attorney's Office, Administration Building, 3301 Tamiami Trail East, Naples,
Florida. The procedure to be followed by the parties in connection with the
Closing shall be as follows:
3.011 Seller shall convey a marketable title free of any liens, encumbrances,
exceptions, or qualifications. Marketable title shall be determined according to
applicable title standards adopted by the Florida Bar and in accordance with
Florida law. At the Closing, the Seller shall cause to be delivered to the
Purchaser the items specified herein and the following documents and
instruments duly executed and acknowledged, in recordable form:
3.0111 Warranty Deed in favor of Purchaser conveying title to the
Properly, free and clear of all liens and encumbrances other than:
· (a) The lien for current taxes and assessments.
(b) Such other easements, restrictions or conditions of record.
3.0112 Combined Purchaser-Seller closing statement.
3.0113 A "Gap," Tax Proration, Owner's and Non-Foreign Affidavit," as
required by Section 1445 of the Internal Revenue Code and as required
by the title insurance underwriter in order to insure the "gap" and issue
the policy contemplated by the title insurance commitment.
3.0114 A W-9 Form, "Request for Taxpayer Identification and
Certification" as required by the Internal Revenue Service.
3.0115 A Closing Representative Statement.
3.0116 Such evidence of authority and capacity of Seller and its
representatives to execute, acknowledge and deliver this Agreement,
and all other documents as may be required to consummate the
transaction contemplated hereby, as Purchaser's counsel and/or
Purchaser's title company may reasonably determine.
3.0117 All documents and documentation required pursuant to Article
VIII hereinbelow.
3.012 At the Closing, the Purchaser, or its assignee, shall cause to be
delivered to the Seller the following:
3.0121 A negotiable instrument (County Warrant) in an amount equal to
the Purchase Price. No funds shall be disbursed to Seller until the Title
Company verifies that the state of the title to the Property has not
changed adversely since the date of the last endorsement to the
commitment, referenced in Section 4.011 thereto, and the Title
Company is irrevocably committed to pay the Purchase Price to Seller
and to issue the Owner's title policy to Purchaser in accordance with the
commitment immediately after the recording of the deed.
3.0122 Funds payable to the Seller representing the cash payment due
at Closing in accordance with Article Iil hereof, shall be subject to
adjustment for prorations as hereinafter set forth.
3.02 Each party shall be responsible for payment of its own attorney's fees. Seller,
at its sole cost and expense, shall pay at Closing all documentary stamp taxes due
relating to the recording of the Warranty Deed, in accordance with Chapter 201.01,
Florida Statutes, and the cost of recording any instruments necessary to clear
Seller's title to the Property. The cost of the Owner's Form B Title Policy, issued
pursuant to the Commitment provided for in Section 4.011 below, shall be paid by
Purchaser. The cost of the title commitment shall also be paid by Purchaser.
3.03 Purchaser shall pay for the cost of recording the Warranty Deed. Real
Property taxes shall be prorated based on the current year's tax with due
allowance made for maximum allowable discount, homestead and any other
applicable exemptions and paid by Seller. If Closing occurs at a date upon which
the current year's millage is not fixed, taxes will be prorated based upon such prior
year's millage.
IV. REQUIREMENTS AND CONDITIONS
4.01 Upon execution of this Agreement by both parties or at such other time as
specified within this Article, Purchaser and/or Seller, as the case may be, shall
perform the following within the times stated, which shall be conditions precedent
to the Closing:
4.011 Within fifteen (15) days after the date hereof, Purchaser shall obtain as
evidence of title an ALTA Commitment for an Owner's Title Insurance Policy
(ALTA Form B-1970) covering the Property, together with hard copies of all
exceptions shown thereon. Purchaser shall have thirty (30) days, following
receipt of the title insurance commitment, to notify Seller in writing of any
objection to title other than liens evidencing monetary obligations, if any, which
obligations shall be paid at closing. If the title commitment contains exceptions
that make the title unmarketable, Purchaser shall deliver to the Seller written
notice of its intention to waive the applicable contingencies or to terminate this
Agreement.
4.012 If Purchaser shall fail to advise the Seller in writing of any such
objections in Seller's title in the manner herein required by this Agreement, the
title shall be deemed acceptable. Upon notification of Purchaser's objection to
title, Seller shall have thirty (30) days to remedy any defects in order to convey
good and marketable title, except for liens or monetary obligations which will
be satisfied at Closing. Seller, at its sole expense, shall use its best efforts to
make such title good and marketable. In the event Seller is unable to cure
said objections within said time period, Purchaser, by providing written notice
to Seller within seven (7) days after expiration of said thirty (30) day period,
may accept title as it then is, waiving any objection; or Purchaser may
terminate the Agreement.
4.013 Purchaser shall have the option, at its own expense, to obtain a current
survey of the Property prepared by a surveyor licensed by the State of Florida.
No adjustments to the Purchase Price shall be made based upon any change
to the total acreage referenced in Exhibit "A", if any. Seller agrees to furnish
any existing surveys of the Property, if any, to Purchaser within thirty (30) days
of execution of this Agreement.
V. APPRAISAL PERIOD
5.01 Purchaser shall have sixty (60) days from the date of this Agreement
(Appraisal Period), to obtain the required appraisals in order to determine the
value of the Property pursuant to the requirements of Florida Statutes, s.125.355.
5.02 If Purchaser is not satisfied, for any reason whatsoever, with the results of
the independent appraisals, Purchaser shall deliver to the Seller within thirty (30)
days from the expiration of the Appraisal Period, written notice of its intention to
waive the applicable contingencies or to terminate this Agreement. If Purchaser
fails to notify the Seller in writing of its specific objections as provided herein, it
shall be deemed that the Purchaser is satisfied with the results of its investigation
and the contingencies of this Article V shall be deemed waived
5.03 Seller acknowledges that if the agreed Purchase Price stated in Paragraph
2.01 exceeds the average of two (2) independent appraisals, the Purchaser is
required to approve the purchase by an extraordinary vote (4-1) at a duly noticed
public meeting. If such vote is not obtained, then this Agreement shall terminate
and the parties shall bear their own costs.
VI. INSPECTION PERIOD
6.01 Purchaser shall have sixty (60) days from the date of this Agreement,
("Inspection Period"), to determine through appropriate investigation that:
6.011 Soil tests and engineering studies indicate that the Property can be
developed without any abnormal demucking, soil stabilization or foundations.
6.012 There are no abnormal drainage or environmental requirements to the
development of the Property.
6.013 The Property is in compliance with all applicable State and Federal
environmental laws and the Property is free from any pollution or
contamination.
6.014 The Property can be utilized for its intended purpose.
6.015 All structures and improvements on the property are sound, and all
systems, fixtures and appliances are in good and safe operating condition.
6.016 A telemetry transmission/reception tower will be permissible for
installation upon the Property.
6.017 The intended use of the Property as a public utilities operation center will
be permissible under existing zoning and planning regulations.
6.02 If Purchaser is not satisfied, for any reason whatsoever, with the results of
any investigation, Purchaser shall deliver to Seller prior to the expiration of the
Inspection Period, written notice of its intention to waive the applicable
contingencies or to terminate this Agreement. If Purchaser fails to notify the Seller
in writing of its specific objections as provided herein within the Inspection Period,
it shall be deemed that the Purchaser is satisfied with the results of its
investigations and the contingencies of this Article VI shall be deemed waived. In
the event Purchaser elects to terminate this Agreement because of the results of
its inspection and investigations, Purchaser shall deliver to Seller copies of all
engineering reports, structural and systems inspection reports, and environmental
and soil testing results commissioned by Purchaser with respect to the Property.
6.03 Purchaser and its agents, employees and servants shall, at their own risk and
expense, have the right to go upon the Property for the purpose of surveying and
conducting site analyses, soil borings and all other necessary investigation and
inspections. Purchaser shall, in performing such tests, investigation and
inspections, use due care not to damage the property in any manner. Seller shall
be notified by Purchaser no less than twenty-four (24) hours prior to any said
inspection of the Property.
VII. INSPECTION
7.01 Seller acknowledges that the Purchaser, or its authorized agents, shall have
the right to inspect the Property at any time prior to the Closing, and Seller shall
assist Purchaser in obtaining tenants' cooperation in the performance of these
inspections.
VIII. POSSESSION, EXISTING LEASES AND OCCUPANCY
8.01 Purchaser shall be entitled to full possession of the Property at Closing,
excepting only those tenants in possession under those existing leases set forth in
Exhibit B, attached hereto and made a part hereof by reference, or any lesser
number of them remaining at the date of closing, and excepting the Seller as
provided in Section 8.08 below.
8.02 At Closing Seller shall execute, acknowledge and deliver to Purchaser, in
recordable form, a valid and enforceable assignment of all of the aforesaid leases
and the rents, taxes and assessments associated therewith. Rents, taxes,
assessments and other expenses pertaining to the property shall be prorated
between Seller and Purchaser at closing based upon the applicable period, and
Seller shall be responsible for payment, at closing, of all taxes, assessments and
other expenses pertaining to the property to and including the date of closing.
8.03 At closing Seller shall pay over to Purchaser any and all security deposits
and pre-paid rents held on account of those tenants in possession as shown on
Exhibit B.
8.04 Within thirty (30) days of the effective date of this Agreement, Seller shall
provide Purchaser with acceptable proof that all leases are in good standing and
not in default and, specifically, that all tenants have procured and are maintaining
policies of insurance as set forth in their leases and that the indemnities of said
policies may be assigned to Collier County as Landlord. Seller further agrees,
within said thirty (30) day period, to permit Purchaser to inspect Seller's rental
receipts (rent rolls) for the past two (2) years for all current tenants subject to
written leases, and to review repair and maintenance records for the buildings and
other improvements upon the property, and Purchaser's performance hereunder
shall be contingent upon the acceptability of said inspection and review.
8.05 At the time of closing, with the exception of those areas occupied in
accordance with those leases set forth in Exhibit B, the property will be delivered
to Purchaser broom clean and free from all occupants, including holdover tenants
and/or month to month occupants, and their possessions, and the structures,
systems and other improvements will be in the same condition as existed at the
time of Purchaser's structural and systems inspections, reasonable wear and tear
resulting from customary use and corrections to discovered defects excepted.
8.06 Performance by Purchaser hereunder is conditioned upon a satisfactory
determination and opinion from the County Attorney's Office that Collier County
may assume the leases set forth in Exhibit B, which said determination shall be
made within sixty (60) days following execution of this Agreement by the
Purchaser.
8.07 At or before closing, Seller shall provide to Purchaser Estoppel Letters from
all current tenants subject to written leases, including attornment provisions and in
form and content acceptable to Purchaser's counsel.
8.08 Purchaser shall permit Seller to hold over in occupancy of Seller's suite of
offices on the second floor of 4420 Mercantile Avenue for a period not to exceed
sixty (60 days) following Closing. Seller agrees to bear all risks and costs
occasioned by said hold over period, and agrees to indemnify, reimburse, defend
and hold Purchaser harmless from any and all damages, claims, liabilities and
costs asserted against, imposed on or incurred by Purchaser in connection with
Seller's occupancy of its offices.
IX. PRORATIONS
9.01 Ad valorem taxes next due and payable, after closing on the Property, shall
be prorated at Closing based upon the gross amount of 2002 taxes, and shall be
paid by Seller.
X. TERMINATION AND REMEDIES
10.01 If Seller shall have failed to perform any of the covenants and/or
agreements contained herein which are to be performed by Seller, within ten (10)
days of written notification of such failure, Purchaser may, at its option, terminate
this Agreement by giving written notice of termination to Seller. Purchaser shall
have the right to seek and enforce all rights and remedies available at law or in
equity to a contract vendee, including the right to seek specific performance of this
Agreement.
10.02 If Purchaser has not terminated this Agreement pursuant to any of the
provisions authorizing such termination, and Purchaser fails to close the
transaction contemplated hereby or otherwise fails to perform any of the terms,
covenants and conditions of this Agreement as required on the part of Purchaser
to be performed, provided Seller is not in default, then as Seller's sole remedy,
Seller shall have the right to terminate and cancel this Agreement by giving written
notice thereof to Purchaser, and neither party shall have any further liability or
obligation to the other except as set forth in paragraph 13.01 (Real Estate
Brokers) hereof.
10.03 The parties acknowledge that the remedies described herein and in the
other provisions of this Agreement provide mutually satisfactory and sufficient
remedies to each of the parties, and take into account the peculiar risks and
expenses of each of the parties.
Xl. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES
11.01 Seller and Purchaser represent and warrant the following:
11.011 Seller and Purchaser have full right and authority to enter into and to
execute this Agreement and to undertake all actions and to perform all tasks
required of each hereunder. Seller is not presently the subject of a pending,
threatened or contemplated bankruptcy proceeding.
11.012 Seller has full right, power, and authority to own and operate the
Property, and to execute, deliver, and perform its obligations under this
Agreement and the instruments executed in connection herewith, and to
consummate the transaction contemplated hereby. Ali necessary
authorizations and approvals have been obtained authorizing Seller and
Purchaser to execute and consummate the transaction contemplated hereby.
At Closing, certified copies of such approvals shall be delivered to Purchaser
and/or Seller, if necessary.
11.013 The warranties set forth in this paragraph shall be true on the date of
this Agreement and as of the date of Closing. Purchaser's acceptance of a
deed to the said Property shall not be deemed to be full performance and
discharge of every agreement and obligation on the part of the Seller to be
performed pursuant to the provisions of this Agreement.
11.014 Seller represents that it has no knowledge of any actions, suits, claims,
proceedings, litigation or investigations pending or threatened against Seller,
at law, equity or in arbitration before or by any federal, state, municipal or other
governmental instrumentality that relate to this agreement or any other
property that could, if continued, adversely affect Seller's ability to sell the
Property to Purchaser according to the terms of this Agreement.
11.015 No party or person other than Purchaser has any right or option to
acquire the Property or any portion thereof. This provision does not alter the
Purchaser's assumption of the leaseholds detailed in Exhibit B hereto.
11.016 Until the date fixed for Closing, so long as this Agreement remains in
force and effect, Seller shall not encumber or convey any portion of the
Property or any rights therein, nor enter into any agreements granting any
person or entity any rights with respect to the Property or any part thereof,
without first obtaining the written consent of Purchaser to such conveyance,
encumbrance, or agreement which consent may be withheld by Purchaser for
any reason whatsoever.
11.017 To the best of Seller's knowledge: Seller represents that there are no
incinerators, septic tanks or cesspools on the Property; all waste, if any, is
discharged into a public sanitary sewer system. Seller represents that it has no
knowledge that any pollutants are or have been discharged from the Property,
directly or indirectly into any body of water. Seller represents the Property has
not been used for the production, handling, storage, transportation,
manufacture or disposal of hazardous or toxic substances or wastes, as such
terms are defined in applicable laws and regulations, or any other activity that
would have toxic results, and no such hazardous or toxic substances are
currently used in connection with the operation of the Property, and there is no
proceeding or inquiry by any authority with respect thereto. Seller represents
that it has no knowledge that there is ground water contamination on the
Property or potential of ground water contamination from neighboring
properties. Seller represents no storage tanks for gasoline or any other
substances are or were located on the Property .at any time during or prior to
Seller's ownership thereof. Seller represents none of the Property has been
used as a sanitary landfill.
11.018 Seller has no knowledge that the Property and Seller's operations
concerning the Property are in violation of any applicable Federal, State or
local statute, law or regulation, or of any notice from any governmental body
has been served upon Seller claiming any violation of any law, ordinance,
code or regulation or requiring or calling attention to the need for any work,
repairs, construction, alterations or installation on or in connection with the
Property in order to comply with any laws, ordinances, codes or regulation with
which Seller has not complied.
11.019 To the best of Seller's knowledge, there are no unrecorded restrictions,
easements or rights of way (other than existing zoning regulations) that restrict
or affect the use of the Property, and there are no maintenance, construction,
advertising, management, leasing, employment, service or other contracts
affecting the Property.
11.020 Seller has no knowledge that there are any suits, actions or arbitration,
bond issuances or proposals therefor, proposals for public improvement
assessments, pay-back agreements, paving agreements, road expansion or
improvement agreements, utility moratoriums, use moratoriums, improvement
moratoriums, administrative or other proceedings or governmental
investigations or requirements, formal or informal, existing or pending or
threatened which affects the Property or which adversely affects Seller's ability
to perform hereunder; nor is there any other charge or expense upon or
related to the Property which has not been disclosed to Purchaser in writing
prior to the effective date of this Agreement.
11.021 Seller acknowledges and agrees that Purchaser is entering into this
Agreement based upon Seller's representations stated above and on the
understanding that Seller will not cause the zoning or physical condition of the
Property to change from its existing state on the effective date of this
Agreement up to and including the Date of Closing. Therefore, Seller agrees
not to enter into any contracts or agreements pertaining to or affecting the
Property and not to do any act or omit to pedorm any act which would change
the zoning or physical condition of the Property or the governmental
ordinances or laws governing same. Seller also agrees to notify Purchaser
promptly of any change in the facts contained in the foregoing representations
and of any notice or proposed change in the zoning, or any other action or
notice, that may be proposed or promulgated by any third parties or any
governmental authorities having jurisdiction of the development of the Property
which may restrict or change any other condition of the Property.
11.022 At the Closing, Seller shall deliver to Purchaser a statement
(hereinafter called the "Closing Representative Statement") reasserting the
foregoing representations as of the Date of Closing, which provisions shall
survive the Closing.
11.023 Seller represents, warrants and agrees to indemnify, reimburse, defend
and hold Purchaser harmless from any and all costs (including attorney's fees)
asserted against, imposed on or incurred by Purchaser, directly or indirectly,
pursuant to or in connection with the application of any federal, state, local or
common law relating to pollution or protection of the environment which shall
be in accordance with, but not limited to, the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, 42 U.S.C. Section 9601,
et seq., ("CERCLA" or "Superfund"), which was amended and upgraded by the
Superfund Amendment and Reauthorization Act of 1986 ("SARA"), including
any amendments or successor in function to these acts.* This provision and
arising from the existence on the Property prior to closing
of any hazardous substances as defi~ed in the Act. .__
the rights of Purchaser, hereunder, shall survive Closing and are not deemed
satisfied by conveyance of title.
11.024 Any loss and/or damage to the Property between the date of this
Agreement and the date of Closing shall be Seller's sole risk and expense.
XII. NOTICES
12.01 Any notice, request, demand, instruction or other communication to be
given to either party hereunder shall be in writing, sent by registered or certified
mail, or overnight delivery service, return receipt requested, postage and fees
prepaid, addressed as follows:
If to Purchaser:
With a copy to:
Hans Russell
Real Estate Services
Administration Building- 4th Floor
3301 Tamiami Trail East
Naples, Florida 34112
Ellen T. Chadwell
Assistant County Attorney
Office of the County Attorney
Administration Building
3301 Tamiami Trail East
Naples, Florida 34112
If to Seller:
With a copy to:
Lawrence B. Taishoff
Solar, L.C., a Florida limited liability company
4420 Mercantile Avenue
Naples, Florida 34104
Kathleen C. Passidomo
Kelly, Passidomo, Alba & Cassner, LLP
Suite 305
2640 Golden Gate Parkway
Naples, Florida 34105
12.02 The addressees and addresses for the purpose of this Article may be
changed by either pady by giving written notice of such change to the other party
in the manner provided herein. For the purpose of changing such addresses or
addressees only, unless and until such written notice is received, the last
addressee and respective address stated herein shall be deemed to continue in
effect for all purposes. For purposes of notice requirements herein, notice shall be
deemed given upon receipt.
Xlll. REAL ESTATE BROKERS
13.01 Any and all brokerage commissions or fees shall be the sole responsibility
of the Seller. Seller shall indemnify Purchaser and hold Purchaser harmless from
and against any claim or liability for commission or fees to any broker or any other
person or party claiming to have been engaged by Seller as a real estate broker,
salesman or representative, in connection with this Agreement. Seller agrees to
pay any and all commissions or fees at closing pursuant to the terms of a
separate agreement, if any.
XIV. MISCELLANEOUS
14.01 This Agreement may be executed in any number of counterparts which
together shall constitute the agreement of the parties.
14.02 This Agreement and the terms and provisions hereof shall be effective as of
the date this Agreement is executed by both parties and shall inure to the benefit
of and be binding upon the parties hereto and their respective heirs, executors,
personal representatives, successors, successor trustee, and assignees
whenever the context so requires or admits.
14.03 Any amendment to this Agreement shall not bind any of the parties hereof
unless such amendment is in writing and executed and dated by Purchaser and
Seller. Any amendment to this Agreement shall be binding upon Purchaser and
Seller as soon as it has been executed by both parties.
14.04 Captions and section headings contained in this Agreement are for
convenience and reference only; in no way do they define, describe, extend or
limit the scope or intent of this Agreement or any provisions hereof.
14.05 All terms and words used in this Agreement, regardless of the number and
gender in which used, shall be deemed to include any other gender or number as
the context or the use thereof may require.
14.06 No waiver of any provision of this Agreement shall be effective unless it is in
writing signed by the party against whom it is asserted, and any waiver of any
provision of this Agreement shall be applicable only to the specific instance to
which it is related and shall not be deemed to be a continuing or future waiver as
to such provision or a waiver as to any other provision.
14.07 If any date specified in this Agreement falls on a Saturday, Sunday or legal
holiday, then the date to which such reference is made shall be extended to the
next succeeding business day.
14.08 Seller is aware of and understands that the "offer" to purchase represented
by this Agreement is subject to acceptance and approval by the Board of County
Commissioners of Collier County, Florida.
14.09 If the Seller holds the Property in the form of a partnership, limited
partnership, corporation, trust or any form of representative capacity whatsoever
for others, Seller shall make a written public disclosure, according to Chapter 286,
Florida Statutes, under oath, of the name and address of every person having a
beneficial interest in the Property before Property held in such capacity is
conveyed to Collier County. (If the corporation is registered with the Federal
Securities Exchange Commission or registered pursuant to Chapter 517, Florida
Statutes, whose stock is for sale to the general public, it is hereby exempt from
the provisions of Chapter 286, Florida Statutes.)
14.10 This Agreement is governed and construed in accordance with the laws of
the State of Florida.
14.11 This Agreement will be effective as of the date of Purchaser's execution of
this Agreement.
XV. ENTIRE AGREEMENT
15.01 This Agreement and the exhibits attached hereto contain the entire
agreement between the parties, and no promise, representation, warranty or
covenant not included in this Agreement or any such referenced agreements has
been or is being relied upon by either party. No modification or amendment of
this Agreement shall be of any force or effect unless made in writing and executed
and dated by both Purchaser and Seller.
IN WITNESS WHEREOF, the parties hereto set forth their hands and seals.
Date Project/Acquisition Approved by
BCC: l~[2_Lt
AS TO PURCHASER:
DATED:
ATTEST:
DWIGHT E. BROCK, Clerk
AS TO SELLER:
DATED: ~/~ :~/0
WITNESSES:
(P r~a' N E-rrn e)(..,J ' '
(Signature)
(Printed Name)
BOARD OF COUNTY COMMISSIONERS
OF COLLIER COUNTY, FLORIDA, AS
THE GOVERNING BODY OF COLLIER
COUNTY AND AS EX-OFFI..GfO:'~"'",,,
GOVERNING I~OARD OF:~HEcoLLIER'''-
Tom Henning, CA?airman
SOLAR, L.C., A FLORIDA LIMITED
LIABILITY COMPANY, FORMERLY
KNOWN AS L & D VENTURES, L.C.
(Please Print Name and Title
Beneath Signature Line)
Approved as to form and
legal sufficiency:
Assistant County Attorney
EXHIBIT A
Being all and the same lands and premises as were conveyed to L & D Ventures, L.C.
(now known as Solar, L.C.) by Warranty Deed of LeNoir E. Zaiser dated January 12,
1996 and recorded January 17, 1996 at O.R. Book 2139, Page 0310, Collier County,
Florida, and described on Exhibit "A" of said Warranty Deed as follows:
East ½ of the North 658.60' of the South 2005.80' of the West ½
of the East V2 of the West ½ of the Northeast IA, Section 36, Town-
ship 49 South, Range 25 East, Collier County, Florida;
AND
West 1/2 of the North 658.60' of the South 2005.80' of the East ½
of the East ½ of the West ½ of the Northeast IA of Section 36,
Township 49 South, Range 25 East, Collier County, Florida.
And being Collier County Parcel ID number 00276200003 containing five (5) acres,
more or less, as improved, at 4375 Progress Avenue/4370 Mercantile Avenue and 4425
Progress Avenue/4420 Mercantile Avenue, Naples, Florida.
SUMMARY OF LEASES
/pE~AHIBIT /~ ~
GE ! .OF_.~.~
Unit:
Tenant:
Use:
Security:
Rent:
Termination:
Renewal:
Remarks:
Suites 8,9 & 10 (East side, first floor, east bldg.)
Business Communications, Inc.
Office space
$1868.80
$954.00/month (Includes Tax) increasing by 5%/year
02/23/06
Option for one year; to 02/23/07
Lease includes use of Suite 6 as shared conference room.
Unit:
Tenant:
Use:
Security:
Rent:
Termination:
Renewal:
Remarks:
Bay 99
Bully's Wholesale Division, Inc.
Bakery
$1316.20 ($500.00 + $816.20 Last Mo. Rent)
$982.23/month (Includes Tax and CAM) plus utilities
(Increasing to $1020.21 6/1/03)
05/31/04
Option clause left blank
"CAM" includes pro-rata real estate taxes, insurance, water, sewer
and trash removal charges, and management fees.
o
Unit:
Tenant:
Use:
Security:
Rent:
Termination:
Renewal:
Remarks:
Unit 101
Collier County
Storage and sale of surplus property
$625.00 (Last Mo. Rent)
$7725.00/year plus $210.00/month CAM plus utilities & janitorial
10/31/03 (May be terminated by Tenant upon 60 days notice)
Option for one year; to 10/31/04
"CAM" includes pro-rata real estate taxes, insurance, water, sewer
and trash removal charges, and common area expenses.
°
Unit:
Tenant:
Use:
Security:
Rent:
Termination:
Renewal:
Suite 11 (First floor, east bldg.)
Serefex Corp.
Office space
$418.00 ($100.00 + $318.00 Last Mo. Rent)
$318.00/month (Includes tax)
05/31/04
Option for one year; to 05/31/05
o
Unit:
Tenant:
Use:
Security:
Rent:
Termination:
Renewal:
Remarks:
IEXHIBIT /~
PAGE o~ OF ~
Bays 413 and 406
Al's Custom Fab (Albert Rothermel)
Metal fabrication, storage and office
$2838.04 ($1000.00 + $1838.04 Last Mo. Rent)
$1838.04/month (includes tax and CAM) increasing by 5%/year,
plus utilities
04/30/04
Option for one year; to 04/30/05
"CAM" includes pro-rata real estate taxes, insurance, water, sewer
and trash removal charges, and management fee.
o
Unit:
Tenant:
Use:
Security:
Rent:
Termination:
Renewal:
Remarks:
Bay 409
Power Coatings Unlimited Sand Blasting Shop
Painting and storage
$1199.60
$885.22/month (includes tax and CAM) increasing by 5%/year,
plus utilities
07/31/03
Option for three years; to 07/31/06
"CAM" includes pro-rata real estate taxes, insurance, water, sewer
and trash removal charges, and management fee.
Unit:
Tenant:
Use:
Security:
Rent:
Termination:
Renewal:
Remarks:
Suite 4 (First floor, east bldg.)
Serefex Corp.
Office space
$418.00 ($100.00 + $318.00 Last Mo. Rent)
$318/month (includes tax) increasing by 5%/year,
plus utilities
03/31/04
Option for one year; to 03/31/05
None
Unit:
Tenant:
Use:
Security:
Rent:
Termination:
Renewal:
Remarks:
Bays 404 and 411
Albert J. Speach
Automobile detailing and storage
$2035.20 (Last Mo. Rent)
$2035.20/month (includes tax and CAM) increasing by 5%/year,
plus utilities
05/31/03
Option for one year; to 05/31/04 (Not exercised)
"CAM" includes pro-rata real estate taxes, insurance, water, sewer
and trash removal charges, and management fee.
0
Unit:
Tenant:
Use:
Security:
Rent:
Termination:
Renewal:
Remarks:
I'EXHIBIT
PAGE 3
Bay 102
Twin Lights Publishers, Inc.
Office, storage of books & other business related work
$1295.00 ($500.00 + $795.00 Last Mo. Rent)
$890.40/month (includes tax and CAM) increasing by 5%/year,
plus utilities
10/31/03
Option for one year; to 10/31/04
"CAM" includes pro-rata real estate taxes, insurance, water, sewer
and trash removal charges, and management fee.
OF
10.
Unit:
Tenant:
Use:
Security:
Rent:
Termination:
Renewal:
Remarks:
Bay 110
Aero Marine Technologies, Inc.
Aircraft Parts
$699.60
$923.79/month (includes tax and CAM) increasing by 5%/year,
plus utilities
09/30/03
Option for one year; to 09/30/04
"CAM" includes pro-rata real estate taxes, insurance, water, sewer
and trash removal charges, and management fee.
11.
Unit:
Tenant:
Use:
Security:
Rent:
Termination:
Renewal:
Remarks:
Bay 112
Aldo's Pizza Shack, LLC
Restaurant take out
$1464.60 ($500.00 + $964.60 Last Mo. Rent)
$964.60/month (includes tax and CAM) increasing by 5%/year,
plus utilities
12/31/05
Option for one year; to 12/31/06
"CAM" includes pro-rata real estate taxes, insurance, water, sewer
and trash removal charges, and management fee.
12.
Unit:
Tenant:
Use:
Security:
Rent:
Termination:
Renewal:
Remarks:
Bays 401 & 402 and Units 4C & 4D
Angela's Marble & Tile, Inc.
Tile and Marble sales
$2525.50
$3188.48/month (includes tax and CAM) increasing by 5%/year,
plus utilities
09/30/07
Option for five years; to 09/30/12
"CAM" includes pro-rata real estate taxes, insurance, water, sewer
and trash removal charges, and management fee.
13.
14.
Unit:
Tenant:
Use:
Security:
Rent:
Termination:
Renewal:
Remarks:
Unit:
Tenant:
Use:
Security:
Rent:
Termination:
Renewal:
Remarks:
I EXHIBIT
PAGE ~ OF
Bay 408 and Units 4 A&B
Spyglass Construction & Remodel, Inc.
Storage & other business related work for general & subcontractor
$1663.00
$2268.73/month (includes tax and CAM) increasing by 5%/year,
plus utilities
02/28/06
Option for three years; to 02/28/09
"CAM" includes pro-rata real estate taxes, insurance, water, sewer
and trash removal charges, and management fee.
Bay 104
Millennium Auto Upholstery/Pedro B. Guadalure
Auto upholstery
$1321.50
$953.00/month (includes tax and CAM),
plus utilities
10/31/03
Option for one year; to 10/31/04
"CAM" includes pro-rata real estate taxes, insurance, water, sewer
and trash removal charges, and management fee.