Agenda 04/13/2010 Item #16B 7
Agenda Item No. 16B7
April 13, 2010
Page 1 of 17
EXECUTIVE SUMMARY
Recommendation to ratify termination of the January 26, 2010 Purchase Agreement (for
Stormwater Retention Pond Sites) between Mar Investments LLC and Collier County for
the purchase of two parcels containing a total of 1.476 acres of commercially zoned
property located on the northwest corner of Tamiami Trail East (US-41) and Collier
Boulevard (CR-951) considered for construction of a storm water detention and treatment
pond site in connection with the Collier Boulevard/US-41 Overpass Project No. 60116. (No
fiscal impact associated with this item.)
OBJECTIVE: To obtain ratification of termination of the Purchase Agreement, dated January
26,2010, between Collier County and MAR Investments LLC (the "Purchase Agreement") for
the purchase of 1.476 acres of commercially zoned property located on the northwest comer of
Tamiami Trail East (US-4 I) and Collier Boulevard (CR-95I ).
CONSIDERATIONS: The Purchase Agreement approved by the Board of County
Commissioners on January 26, 2010 as Agenda Item No. JOC provided for the County's
termination of the agreement in the event the fee simple title to the property was encumbered by
exceptions that made it unmarketable to Collier County for the intended purposes of road right-
of-way and possible construction of a stormwater detention and treatment pond site. The
Purchase Agreement also contained specific timeframes for MAR Investments LLC (Seller) to
remedy all such objectionable title exceptions and for Collier County to exercise its right to
terminate the Purchase Agreement in the event Seller's remedy was not timely.
Pursuant to the terms of the Purchase Agreement. Seller was notified on February 10, 20JO of the
County's objection to: (I) all or any portion of the easements granted to Florida Power & Light
Company by instruments filed in OR Book 34, Page 91, and OR Book 926, Page 781, that are in
conflict with Collier County Project #60116 improvements being developed for that area; and (2)
Grantor's Reservation of Access appearing in Paragraph 5 of the Special Warranty Deed
recorded at OR Book 4117, Page 1702, of the public records of Collier County, Florida. After
consulting with the County Attorney's Office regarding the last possible date for Collier County
to terminate the Purchase Agreement, Seller was given the maximum time allowable under the
terms of the Purchase Agreement to remedy the title objections and still preserve the County's
right to terminate the agreement. The Seller, having failed to timely remedy the title objections,
was notified on March 19, 201 0 by certified mail, electronic mail and fax that the County was
terminating the Agreement.
FISCAL IMPACT: No fiscal impact associated with this item.
GROWTH MANAGEMENT IMPACT: There is no grow1h management impact associated
with this Executive Summary.
Agenda Item No. 16B7
April 13, 2010
Page 2 of 17
LEGAL CONSIDERATIONS: Termination notice was provided to the Seller on the last date
possible while still protecting the county's interests. There was insufficient time within the
seven (7) day window provided for in the contract to obtain Board approval prior to termination.
This item is sufficient for Board action. STW
RECOMMENDATION: That the Board of County Commissioners ratify Notice of
termination mailed March 19,2010, pursuant to Paragraph 6 of the Purchase Agreement entered
into between Mar Investments, LLC and Collier County, on January 26,2010.
Prepared by: Kevin Hendricks, TECM Right-of-Way Acquisition Manager
Attachments: (1) Purchase Agreement dated January 26,2010; (2) March 19, 2010 Termination
letter executed by Steven T. Williams, Assistant County Attorney
Item Number:
Item Summary:
Meeting Date:
Agenda Item No. 16B7
April 13, 2010
Page 3 of 17
COLLIER COUNTY
BOARD OF COUNTY COMMISSIONERS
16B7
Recommendation to ratify termination of the January 26, 2010 Purchase Agreement (for
Stormwater Retention Pond Sites) between Mar Investments LLC and Collier County for the
purchase of two parceis containing a total of 1476 acres of commercially zoned property
located on the northwest corner ofTamiami Trail East (US-41) and Collier Boulevard (CR-
951) considered for construction of a stormwater detention and treatment pond site in
connection with the Collier BoulevardlUS-41 Overpass Project No. 60116. (No fiscal impact
associated with this item)
4113120109:00:00 AM
Date
Prepared By
Kevin Hendricks
Transportation Division
Manager M Right of Way
Transportation Engineering &
Construction Management
3/26/201010:16:30 AM
Kevin Hendricks
Date
Approved By
Transportation Division
Manager. Right of Way
Transportation Engineering &
Construction Management
3126/201010:17 AM
Date
Approved By
Najeh Ahmad
Transportation Division
Director. Transportation Engineering
Transportation Engineering &
Construction Management
312612010 12:45 PM
Date
Approved By
Lisa Taylor
Transportation Division
Management/Budget Analyst
Transportation Administration
3/26/2010 12:53 PM
Date
Approved By
Norm E. Feder, AICP
Transportation Division
Administrator - Transportation
Transportation Administration
3/26/2010 1 :23 PM
Date
Approved By
Steven Williams
County Attorney
Assistant County Attorney
County Attorney
3/29/201010:28 AM
Date
Approved By
Pat Lehnhard
Transportation Division
Executive Secretary
Transportation Administration
3/29/201010:31 AM
Date
Approved By
OMB Coordinator
Agenda Item No. 16B7
April 13, 2010
Page 4 of 17
County Manager's Office
Office of Management & Budget
3/29/2010 12: 17 PM
Approved By
Jeff Klatzkow
County Attorney
Date
3/30/20109:05 AM
Approved By
Michael Sheffield
Assistant to the County Manager
Date
County Managers Office
4/6/2010 11 :49 AM
Agenda Item No. 1687
April 13, 2010
Page 5 of 17
PROJECT: COLLIER BLVD/US-41 OVERPASS PROJECT #60116
PARCEL: 101FEE
FOLIO NO.: 00724680007 & 34520003003
PURCHASE AGREEMENT
(for Stormwater Retention Pond Sijes)
THIS PURCHASE AGREEMENT is made and entered into on this ~ day
of Jenllery , 20 1Jl, by and between MAR INVESTMENTS LLC, a Florida
Limited Liability Company, whose mailing address is 14810 Griffin Rd., Davie, Florida
33331 (hereinafter referred to as "Seller'), and COLLIER COUNTY, a political
subdivision of the State of Florida, whose mailing address is 3301 Tamiami Trail East,
Naples, Florida 34112, (hereinafter referred to as 'Purchaser').
WHEREAS, Seller owns that certain property more particularly described as
Exhibit 'A' which is incorporated herein by reference. together with all structures and
improvements, (hereinafter referred to as "Property"); and
WHEREAS, Purchaser requires the Property for stormwater retention purposes as
part of the Collier Boulevard/US-41 Overpass Project; and
WHEREAS, Seller has agreed to sell and Purchaser has agreed to buy the
Property subject to the terms and conditions that follow.
NOW THEREFORE, in consideration of these premises, the sum of Ten Dollars
($10.00), and other good and valuable consideration, the receipt and sufficiency of
which is hereby mutually acknowledged, it is agreed by and between the parties as
follows:
1. AGREEMENT
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. This property is being acquired under the threat of condemnation.
2. PURCHASE PRICE
The purchase price (the "Purchase Price') for the Property shall be $2,125,000 (U.S.
Currency) payable at time of closing to the Trust Account of The Law Office of Brian P.
Patchen, C/O Brian P. Patchen, Esquire, 1000 Brickell Avenue, Suite 1112, Miami, FL
33131-3014. The Purchase Price. subject to the apportionment and distribution of
proceeds pursuant to Paragraph 3D of this Agreement, shall be full compensation for
the Property conveyed, including all landscaping, trees, shrubs, improvements, and
fixtures located thereon. and shall be in full and final settlement of any and all claims
against the Purchaser. None of this Purchase Price Is attributed to any personal
property. Purchaser shall also pay the aggregate amount of $28,505 (U.S. Currency) to
the Trust Account of The Law Office of Brian P. Patchen, C/O Brian P. Patchen,
Esquire, said amount representing $25,000 due the law firm of Brian P. Patchen;
$1,005 due the firm of Carroll & Carroll, Inc.; $1.575 due the firm of JMD Engineering
Inc. and $925 due the firm of Kiusza & Goding, Inc.
3.~
A. TIME IS OF THE ESSENCE. Therefore, the Closing (THE 'CLOSING
DATE", 'DATE OF CLOSING". OR 'CLOSING') of the transaction shall be held on
or before one hundred twenty (120) days following execution of this Agreement by
the Purchaser but not iater than April 30, 2009 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,
Agenda Item No. 16B7
April 13, 2010
Florida. Purchaser shall be entitled to possession as of Closing, unless otherwise Page 6 of 17
provided herein.
B. Seller shall convey a marketable title free of any liens, encumbrances.
exceptions, or qualifications. Marketable title shall be determined according to
applicable title standards adopted by the Florida Bar and in accordance with law.
At or before 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:
1. General Warranty Deed in favor of Purchaser conveying title to the
Property, free and clear of all liens and encumbrances other than:
(a) The lien for current taxes and assessments.
(b) Such other easements, restrictions or conditions of record.
2. Combined Purchaser-Seller closing statement.
3. A "Grantor's Non-Foreign, Taxpayer Identification & "Gap" 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.
4. A W-9 Form, "Request for Taxpayer Identification and Certification" as
required by the Internal Revenue Service.
5. Public Disclosure Act Disclosure Affidavit.
6. Such evidence of authority and capacity of Seller and its representatives
to execute and deliver this Agreement and all other documents required to
consummate this transaction, as reasonably determined by Purchaser's
counsel and/or title company.
C. At the Closing, the Purchaser, or its assignee, shall cause to be delivered to
the Seller the following:
1. A negotiable instrument in an amount equal to Net Cash to Seller on the
Closing Statement. 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 6 'Requirements and Conditions for
Closing" below, 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.
2. Funds payable to the Seller representing the Purchase Price shall be
subject to adjustments and pro-rations as hereinafter set forth.
D. Purchaser shall pay all fees to record any curative instruments required to
clear title, and all Warranty Deed recording fees. In addition, Purchaser may elect
to pay reasonable processing fees required by mortgagees in connection with the
execution and delivery of a Release or Subordination of any mortgage, lien or
other encumbrance recorded against the Property; provided, however, that any
apportionment and distribution of the full compensation amount in Section 2 which
may be required by any mortgagee, lien-holder or other encumbrance-holder for
the protection of its security interest, or as consideration due to any diminution in
the vaiue of its property right, shall be the responsibility of the Seller, and shall be
deducted on the Closing Statement from the compensation payable to the Seller
per Section 2.
Page No_ 2
Agenda Item No. 16B7
April 13, 2010
E. Seller, at its sole cost and expense, shall pay at Closing all documentary Page 7 of 17
stamp taxes due upon the recording of the General Warranty Deed, in accordance
with Chapter 201, Florida Statutes, unless the Property Is acquired under threat of
condemnation. The cost of a Title Commitment shall be paid by Purchaser along
with the cost of an Owner's Form B TiHe Policy. issued pursuant to the
Commitment provided for in Section 8, "Requirements and Conditions" (below).
F. Real Property taxes shall be prorated based on the current year's tax 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 the prior year's millage.
4. INSPECTIONS
A. Insoection Period. Purchaser shall have 60 days from the Effective Date
(Inspection Period) to determine through appropriate investigation and inspection
that the Property is in compliance with all applicable State and Federal
environmental iaws and free of any Hazardous Materials. Upon reasonable
notice, Seller will provide Purchaser, and its agents, with access to the Property
for purposes of surveying. soil borings, site Inspection and analysis.
B. Election and Resoonse. If Purchaser is not satisfied, for any reason, with the
results of this Investigation, Purchaser may elect to terminate this Agreement,
without penalty, by giving written notice of Its intent to terminate prior to expiration
of the Inspection Period. Purchaser may eiect to suspend its Notice of
Termination if Seller notifies Purchaser in writing within ten (10) days thereafter
that Seller agrees to promptly carry out. at its sole expense. all further
investigations and remediation of the Property as necessary to make the Property
acceptable to Purchaser (hereinafter "Remedial Action") within a time period
acceptable to Purchaser. As a condition precedent for suspension of the Notice
of Termination, the parties shall agree to the specific term of such suspension and
what will render the Property acceptable to Purchaser.
C. "Hazardous Materials" means any substance: (1) the presence of which
requires investigation. remediation, or is, or becomes regulated under any federal,
state, or local law, regulation, order or policy; or (2) which is or becomes defined
as a hazardous substance, pollutant or contaminant under federal, state or local
law or regulation; or (3) which is toxic, explosive, corrosive, fiammable. infectious,
radioactive, carcinogenic, mutagenic or otherwise hazardous, or threatens the
health or safety of persons on or about the Property, and is being regulated by any
governmental authority in the state of Florida.
D. If Purchaser does not have the Property inspected, or fails to do so within the
Inspection Period, or fails to notify Seller of its intent to terminate, Purchaser shall
be deemed to have accepted the Property in the condition it existed on the
Effective Date.
5. RISK OF LOSS
Seller shall maintain the Property in the condition existing on the Effective Date until
Closing or date of Purchaser's possession, whichever is later, except for any Remedial
Action agreed to by Seller under Section 4B above. Any future loss and/or damage to
the Property between the Effective Date and the Closing or date of Purchaser's
possession, whichever is earlier, shall be at Seller's sole risk and expense.
6. REQUIREMENTS AND CONDITIONS FOR CLOSING
Upon execution of this Agreement by both parties or at such other time as speCified
within this Section. 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:
A. Within fifteen (15) days after the date hereof, Seller shall provide Purchaser
with a copy of any existing prior title insurance policies. Whereupon, within fifteen
Page NO.3
Agenda Item No. 16B7
April 13, 2010
Page 8 of 17
(15) days of the receipt thereof, Purchaser shall obtain as evidence of title an
AL TA Commitment for an Owner's Title Insurance Policy (AL TA 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 wrting 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.
B. 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 lime 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 may terminate the Agreement.
C. Seller agrees to furnish any existing surveys of the Property in Seller's
possession to Purchaser within 10 (ten) days of the Effective Date of this
Agreement. 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 shali be made based upon any
change to the total acreage referenced in Exhibit "A" to this Agreement, unless the
difference in acreage revealed by survey exceeds 5% of the overall acreage of
64,301 square feet (Exhibit "A"), in which case the purchase price shall be
adjusted up or down as appropriate at the rate of $30.00 per square foot. If the
survey provided by Seller or obtained by Purchaser, as certified by a registered
Florida surveyor, shows: (a) an encroachment onto the property; or (b) that an
improvement located on the Property projects onto lands of others, or (c) lack of
legal access to a public roadway, the Purchaser shall notify the Seller in writing,
within Sixty (60) days from the Effective Date of this Agreement, of such
encroachment, projection, or iack of legal access, and Seller shall have the option
of curing said encroachment or projection, or obtaining legal access to the
Property from a pubiic roadway. Should Seller elect not to or be unable to remove
the encroachment, projection, or provide legal access to the property within sixty
(60) days, Purchaser may accept the Property as it then is, waiving any objection
to the encroachment, or projection, or lack of legal access, or Purchaser may
terminate the Agreement, by providing written notice to Seller within seven (7)
days after expiration of said sixty (60) day period. A failure by Purchaser to give
such written notice of termination within the time period prOVided herein shall be
deemed an eiection by Purchaser to accept the Property with the encroachment,
or projection, or lack of legal access.
7. TERMINATION AND REMEDIES
A. If Seller shall have failed to perform any of the covenants and promises
contained herein, which are to be performed by Seller, within fifteen (15) 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.
B. If the Purchaser has not terminated this Agreement pursuant to any of the
provisions authorizing such termination, and Purchaser fails to close the
transaction contemplated hereby or otherwise faiis 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,
Page No_ 4
Agenda Item No. 16B7
April 13, 2010
Seller shall have the right to terminate and cancel this Agreement by giving written Page 9 of 17
notice thereof to Purchaser. whereupon $500 shall be paid to Seller as liquidated
damages which shall be Seller's sole and exclusive remedy. and neijher party shall
have any further liability or obligation to the other except as set forth in Section 10,
Real Estate Brokers. hereof. The parties acknowledge and agree that Seller's
actual damages in the event of Purchase~s default are uncertain in amount and
difficult to ascertain. and that said amount of liquidated damages was reasonably
determined by mutual agreement between the parties, and said sum was not
intended to be a penalty in nature.
C. 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.
8. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTiES
Seller intends for Purchaser to rely on the representations contained in this Section in
entering into this Agreement and warrants the following:
A. Seller has 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.
B. 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 herewijh, and to consummate the transaction
contemplated hereby. All necessary authorizations and approvals have been
obtained authorizing Seller and Purchaser to execute and consummate the
transaction contemplated hereby. At Closing, certified copies of such approvals
shall be delivered to Purchaser and/or Seller, If requested.
C. The warranties set forth in this Article are true on the Effective 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.
D. Seller and Purchaser agree to do all things which may be required to give
effect to this Agreement immediately as such requirement is made known to them
or they are requested to do so. whichever is the earlier.
E. Seller represents that It has no knowledge of any actions. suijs, 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 instrumentallly that relate to this agreement or any other property
that could, if continued, adversely affect Selle~s ability to sell the Property to
Purchaser according to the terms of this Agreement.
F. No party or person other than Purchaser has any right or option to acquire
the Property or any portion thereof.
G. Until the date fixed for Closing or as 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, wtthout first obtaining the
written consent of Purchaser to such conveyance, encumbrance, or agreement
which consent may be withheld by Purchaser for any reason whatsoever.
H. Seller has no knowledge that the Property, and/or that Seller's operations
concerning the Property, are in violation of any applicable Federal, State or iocal
PagaNo. 5
Agenda Item No. 16B7
April 13, 2010
statute. law or reguiation, or of any notice from any governmental body has been Page 10 of 17
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 iaws, ordinances, codes or regulation with which Seller
has not complied.
I. 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.
J. Seller has no knowiedge that there are any suits, actions or arbitration, bond
issuances or proposals therefore, 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.
K. Seller acknowledges and agrees that Purchaser is entering into this
Agreement based upon Seller's representations stated herein 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 perform 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.
L. 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 the rights
of Purchaser, hereunder. shall survive Closing and are not deemed satisfied by
conveyance of title.
9. NOTICES
Any notice, request, demand, instruction or other communication to be given to either
party hereunder shall be in writing sent by facsimile with automated confirmation of
receipt, or registered or certified mail, return receipt requested, postage prepaid or
personal deiivery addressed as follows:
If to Purchaser:
Transportation Engineering & Construction Management
Kevin Hendricks, ROW Acquisition Manager
2885 South Horseshoe Drive
Naples, Florida 34104
Page No.6
Agenda Item No. 16B7
April 13, 2010
Page 11 of 17
Telephone 239-252-8192
Fax 239-530-6643
With a copy to:
Office of the Cou nty Attorney
3301 Tamiami Trail East
Napies, Florida 34112
T e'ephone 239-774-8400
Fax 239-774-0225
lito Seller:
Telephone:
Fax
With a copy to:
Brian P. Patchen, Esquire
The Law Office of Brian P. Patchen
1000 Brickell Avenue, Su~e 1112
Miami, FL 33131-3014
The addressees, addresses and numbers for the purpose of this Section may be
changed by eijher party by giving written notice of such change to the other party in the
manner provided herein. For the purpose of changing such addressees, addresses
and numbers 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. Notice shall be deemed given in compliance with this Section upon receipt
of automated fax confirmation or upon on the fifth day after the certified or registered
mail has been postmarked, or physical receipt by hand delivery.
10. REAL ESTATE BROKERS
Any and all brokerage commissions or fees shall be the sole responsibility of the Seller
and shall be paid at Closing. Seller shall indemnify Purchaser from and against any
claim or liability for commission or fees to any broker or any other person or party
claiming to have been a procuring cia use or engaged by Seller as a real estate broker,
salesman or representative, in connection with this Agreement.
11. MISCELLANEOUS
A. This Agreement may be executed in any manner of counterparts which
together shall constitute the agreement of the parties.
B. This Agreement and the terms and provisions hereof shall be effective as of
the Effective Date 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.
C. 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.
D. Captions and section headings contained in this Agreement are for
convenience and reference only; in no way do they define, describe, extend or
lim~ the scope or intent of this Agreement or any provisions hereof.
E. 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.
F. 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
Page NO.7
Agenda Item No. 16B7
April 13, 2010
Page 12 of 17
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.
G. 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.
H. If the Seller holds the Property in the form of a partnership, limited
partnership, corporation, trust or any form of representative capacijy whatsoever
for others, Seller shall make a written public disclosure, according to s. 286.23, Fla.
Stat., 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, Fiorida Statutes, whose stock
is for sale to the general public, it is hereby exempt from the provisions of Chapter
286, Florida Statutes.)
I. This Agreement is governed and construed in accordance with the laws of the
State of Florida.
J. The Effective Date of this Agreement will be the date of execution of this
Agreement by the last signing party.
K. This Agreement and the exhibits attached hereto contain the entire
agreement between the parties, and there are no promises, representations,
warranties or covenants by or between the parties not included in this Agreement.
No modification or amendment of this Agreement shall be of any force or effect
unless made in writing and executed and dated by both Purchasar and Seller.
L. TIME IS OF THE ESSENCE to this Agreement
AS TO PURCHASER:
IN WITNESS WHEREOF, the parties hereto have executed thiS Agreement on the
date first above written.
DATED:
T::lnll:::lory?F. ')010
ATTEST:'
WIGHT E. BROCK. Clerk
8f" .
AttIIt.a w CIIl
1~!tfL6R'
/2- lo'oq
DATED:
BOARD OF COUNTY COMMISSIONERS
:~LLlE~.WO~~
FRED W. COYLE, Chairman
MARS INVESTMENTS LLC, a Florida
Limited Liability ompany
d4
$0-
J.lf:7IJ ,7,t.-e
Printed Nam
Printed Titl'llll1tll!J...!.~_/,,-
Page No. a
Agenda Item No. 16B7
April 13, 2010
Page 13 of 17
/1..-10 -OC}
BY:
Approved as to form and
legal sufficiency:
~ 7.Ulk-...
Stow." r. W;I\:..",
Assistant County Attorney
Last Rellised: 02119/09
PageNo.g
Agenda Item No. 16B7
April 13, 2010
Page 14 of 17
EXHIBIT A
(1 OF 2)
LEGAL DESCRIPTION OF FORMER GAS STATION PROPERTY
AT NE CORNER OF COLLIER BOULEVARD AND TAMIAMI TRAil INTERSECTION
PARCEL 1
A PORTION OF SECTION 3, TOWNSHIP 51 SOUTH. RANGE 26 EAST. COLLIER COUNTY,
FLORIDA. BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS BEGIN AT THE MOST
SOUTHERN CORNER OF TRACT 3F OF "FREEDOM SQUARE" AS RECORDED IN PLAT
BOOK 22 AT PAGES 56.57 AND 58 OF THE PUBLIC RECORDS OF COLLIER COUNTY.
FLORIDA; THENCE NORTH 35040' 39" EAST, ALONG THE BOUNDARY OF SAID TRACT 3F
FOR 21995 FEET: THENCE SOUTH 54020'24' EAST, ALONG THE BOUNDARY OF SAID
TRACT 3F, FOR 19498 FEET TO THE WESTERLY RIGHT-OF-WAY LINE OF ISLE OF CAPRI
ROAD; THENCE SOUTH 35' 40'39" WEST ALONG SAID RIGHT-OF-WAY LINE. FOR 186.63
FEET. THENCE SOUTH 76040'28" WEST FOR 44 16 FEET TO THE NORTHERLY RIGHT-OF-
WAY LINE OF TAMIAMI TRAIL (US HIGHWAY #41); THENCE NORTH 54020'24-WEST.
ALONG SAID RIGHT-OF-WAY LINE, FOR 16601 FEET TO THE POINT OF BEGINNING
CONTAINING 42.404 SQUARE FEET MORE OR LESS
PARCEL 2
ALL THAT PART OF TRACT 3F ACCORDING TO THE PLAT OF "FREEDOM SQUARE" AS
RECORDED IN PLAT BOOK 22. PAGES 56. 57 AND 58 OF THE PUBLIC RECORDS OF
COLLIER COUNTY. FLORIDA. AND BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS: BEGINNING AT THE MOST SOUTHERL Y CORNER OF SAID TRACT 3F: THENCE
ALONG THE BOUNDARY OF SAID TRACT 3F THE FOLLOWING TWO DESCRIBED
COURSES'
NORTH 54'20' 24" WEST. 45.00 FEET
NORTH 35'40'39" EAST, 26995 FEET
THENCE LEAVING SAID BOUNDARY LINE. SOUTH 54020'24" EAST, 23998 FEET TO A
POINT ON THE BOUNDARY THREE DESCRIBED COURSES
SOUTH 35'40'39" WEST, 50 FEET
NORTH 54020'24" WEST, 194.98 FEET
SOUTH 35'40'39" WEST, 21995 FEET TO THE POINT OF BEGINNING
SAID ADDITIONAL PARCEL CONTAINING 21.897 SQUARE FEET MORE OR LESS.
Agenda Item No. 16B7
April 13, 2010
Page 15 of 17
EXHIBIT A
(2 OF 2)
SKETCH OF LEGAL DESCRIPTION
j'
1/
'~~
/; ,
/ '
"'-~ /
'~., I
~
j
/
(
~.
."".....
.~
~
""
..............
~~
~~
~
Agenda Item No. 1687
April 13, 2010
Page 16 of 17
Office of the County Attorney
A. Klatzkow
Oeputy County Attorney' Scott R. Teach
Section Chiefs. Heidi F. Ashton-Clcko" Jacqueline W. Hubbard" "aCOl'll CcrtJ!~j C,t; C~lII1tl and l~1 w;cmmllnl LBl"
Assistant County Allomeys . Colleen M. Greene Jennifer 8. White Steven T. Williams Jeff E. Wright Robert N. Zachary
March 19,2010
Mar Invcstments, LLC
14810 Griffin Rd.
Davie, Florida 33331
Sent Via: Facsimile, Electronic Mailing and
Certified Mail
RE: Tennination Notice
Dear Mar Investments, LLC:
Please be advised that Collier County has had the opportunity to review the title history
to the property that is the subject of the January 26, 201 0 Purchase Agreement entered into
between Mar Investments. LLC and Collier County. Specifically, the property is described as:
Parcell:
A portion of Section 3, Township 51 Sonth, Rangc 26 East, Collier Count)', Florida,
being more particula.-ly described as follows:
Begin at the most Southern comer of Tract 3F of Freedom Square, as recorded in
Plat Book 22, pages 56, 57 and 58, of the Public Records of Collier Coun!)', Florida:
tbence North 35 degrees 40' 39" East, along the boundary of said Tract 3F for
219.95 feet: thcnce South 54 degrees 20' 24" East, along the boundary of said Tract
3F, 1'01' 194.98 feet to the Westerly right-of-way line of Isle of Capri Road; thence
South 35 degrees 40' 39" West along said right-of-way line, for ]86.63 feet; thence
South 76 degrees 40' 28" for 44.16 feet to the Nortberly right-of-way line of
Tamiami Trail (US Highway #4]); thence NOI.th 54 degrees 20' 24" West, along said
right-of-way line for ]66.(H feet to the Point of Beginning.
Parcel 2:
All that part of Tract 3F, according to the plat of Freedom Square, as recorded in
Plat Bool, 22, pages 56, 57 and 58, of the Public Records of Collier Connty, Florida,
and being more particularly described as follows: Bcginning at the most Southerly
corner of said Tract 3F; tbence along tbe bonndary of said Tract 3F, tbe following
two described courses: (]) Nortb 54 degrees 20' 24" West 45.00 feet; (2) Nortb 35
degrees 40' 39" East, 269.95 fect: thence leaving said boundary line, South 54
degrees 20' 24" East 239.98 feet to a point on tbe boundary tbree described courses:
(1) Soutb 35 degrees 40' 39" West, 50 feet: (2) North 54 degrees 20' 24" West,194.98
feet; (3) Soutb 35 degrees 40' 39" West 219.95 feet to the Point of Beginniug.
3301 East Tamiami Trail, Naples Florida 34112-4902 '1239) 252-8400' FAX: (239) 252-6300
Agenda Item No. 16B7
April 13, 2010
Page 17 of 17
As you were previously notified by Deborah Farris of Collier County Transportation on
February 10,2010, there are exceptions appearing in Mar's title policy and the title commitment
issued to Collier County. More specifically, you were informed that the County objected to: (1)
all or any portion of the easements granted to Florida Power & Light Company by instruments
filed in OR Book 34, Page 91 and OR Book 926, Page 781 that are in conflict with Collier
County Project #60116 improvements being developed for that area; and (2) Grantor's
Reservation of Access appearing in Paragraph 5 of the Special Warranty Deed recorded at OR
Book 4117, Page 1702 of the public records of Collier County, Florida.
It should be self-evident why these two exceptions would render this parcel unfit for the
County's purposes in an overpass project where road right-of-way and retention pond areas were
being considered for the parcel.
Please be advised that this Notice is provided pursuant to Section 6 of the Purchase
Agreement. The previous Notice of February 10, 2010 provided you thirty (30) days to remedy
the above defects. Absent providing the County such a remedy, the County has seven (7) days to
either "accept title as it then is, waiving any objection, or may terminate the Agreement." Given
the clear time constraints of the Agreement and time being of the essence, the County hereby
terminates the Agreement.
Sincerely,
OFFICE OF THE COUNTY ATTORNEY
~7W1L-
Steven T. Williams
Assistant County Attorney
cc: Brian P. Patchen, Esquire
The Law Office of Brian P. Patchen
1000 Brickell Avenue, Suite 1112
Miami, FL 33131-3014
Facsimile: 1-305-372-3691
E-Mail: patchlaw@brianpatchen.com
CP\ 1 O-ECM-O 1280\2
Patricia L. Mor9an
Apr-ill?,~1D
Arplo.. Ikwl~' lR r;l
~-6\'\
From:
Sent:
To:
Cc:
Subject:
Attachments:
F arrisDeborah [Deborah F arris@colliergov.net]
Tuesday, April 13, 201011:14 AM
Minutes and Records
hendricks_k; WilliamsSteven
Termination of Purchase Agreement
Steve Williams termination Itr.pdf
Trish,
Today, as Agenda Item 16B7, the BCC ratified termination of the Purchase Agreement with Mar Investments, LLC. The terminated
agreement was previously approved by the BCe on 1/26/2010 as Agenda Item 101c) and is currently part of your department's
online records available at "Boards, Minutes, and Records/BMR Real Property/Collier Blvd/US-41 Overpass #60116/ParceI101FEE".
The attached 3-19-2010 "termination" letter by Steven T. Williams was included as part of the backup submitted for Agenda Item
16B7, and is being forwarded to you per my conversation today with a member of your staff. Thank you for your assistance and
please do not hesitate to contact me regarding this matter.
Deborah Farris, Florida Registered Paralegal
Real Estate Closing Agent
Collier County TECM\ROW
Phone: (239) 252-5861
Fax: (239) 252-6638
DeborahF arris@collierQov.net
Under Florida Law. e-mail addresses are public records If you do not want your e-mail address released In response to a public records request. do not send
eleclronlc mail 10 Ihis entity. Instead conlacllf1is office by telephone or in wrilinq
Item No. 16B7
n 2010
16 of 17
Office of the County Attorney
Jeffrey A. Klatzkow
Depuly CountyA,ttcrney' Scot! R Teach
Section Chefs' Heidi F Asnlon-Cckc' Jaccueline W Hubbard'
Asslstaal County Atlorneys' Colleen M Greene Jennle( 8 Wh:te
,.:1"..
Steven T Wllhams Jeff E Wngt1! Rober! N Zacharl
March 19.2010
Mar Investments. LLC
14810 Grimn Rd.
Davie. Florida 3333 I
Sent Via. Facsimile, Electronic Mailing and
Certified Alail
RE: Termination Notice
Dear Mar Investments. LLC:
Please he advised that Collier County has had the opportunity to review the title history
to the property that is the subject of the January 26. 2010 Purchase Agreement entered into
between Mar Investments. LLC and Collier County. Specifically. the property is described as:
Parcel I:
A portion of Section 3, Township 51 South, Range 26 East. Collier County, Florida,
being more particularly described as follows:
Hcgin at the most Southern corner of Tract 3F of Freedom Square, as recorded in
Plat Book 22, pages 56, 57 and 58, of the Public Records of Collier County, Florida;
tbence ~orth 35 degrc(,'S 40' 39" F.ast, along tbe boundary of said Tract 3F for
219.95 feet; thence South 54 degrees 2(1' 24" East, along tbe boundary ofsaid Tract
31-', for 194.98 feet to tbe Westerly right-of-way line of Isle of Capri Road; thence
South 35 degrees 40' 39" West along said right-of-way line, for 186.63 feet; thence
Soutb 76 degrees 40' 28" for 44.16 feet to the Northerl)' right-of-way line of
Tamiami Trail (US Highway #41); thence North 54 degrees 20' 24" West, along said
right-of-way line for 166.01 feet to the Point of Ue~inning,
Parcel 2:
All that part of Tract 3F, according to the plat of Freedom Square, as recorded in
Plat Book 22, pages 56, 57 and 58, of the Public R<<ordll of Collier Count)', Florida,
and being more particularly described as follows: Beginning at the most Southerly
corner of said Tract 3F; thence along the boundary of said Tract 3F, the following
two described COUI'Ses: (1) North 54 degrees 20' 24" We'lt 45.00 feet; (2) North 35
degn'f.'S 40' 39" East, 269.95 feet; thence leaving said boundary line, South 54
degrees 20' 24" East 239.98 feet to a point on the boundary three described courses:
(I) South 35 degrees 40' 39" West, 50 feet; (2) North 54 degrees 20' 24" West, 194.98
feet; (3) South 35 degrees 40' 39" West 219.95 feet to the I~oint of Beginning.
3301 East Tamiarnl Trail, Naoies Florida 34112-4902 '1239} 252-8400' F.AX '239,252-6300
Agenda Item No. 1687
April 13, 2010
Page 17 of 17
As you were previously notified by Deborah Farris of Collier County Transportation on
February 10, 2010, there are exceptions appearing in Mar's title policy and the title commitment
issued to Collier County. More specifically, you were informed that the County objected to: (1)
all or any portion of the easements granted to Florida Power & Light Company by instruments
filed in OR Book 34, Page 91 and OR Book 926, Page 781 that are in conflict with Collier
County Project #60116 improvements being developed for that area; and (2) Grantor's
Reservation of Access appearing in Paragraph 5 of the Special Warranty Deed recorded at OR
Book 4117, Page 1702 of the public records of CoUier County, Florida.
It should be self-evident why these two exceptions would render this parceI unfit for the
County's purposes in an overpass project where road right-of-way and retention pond areas were
being considered for the parcel.
Please be advised that this Notice is provided pursuant to Section 6 of the Purchase
Agreement. The previous Notice of February 10, 2010 provided you thirty (30) days to remedy
the above defects. Absent providing the County sueh a remedy, the County has seven (7) days to
either "accept title as it then is, waiving any objection, or may tenninate the Agreement:' Given
the clear time constraints of the Agreement and time being of the essence, the County hereby
terminates the Agreement.
SincereIy,
OFFICE OF THE COu'NTY ATTORNEY
~7wL
Steven T. Williams
Assistant County Attorney
cc: Brian p, Patchen, Esquire
The Law Office of Brian P. Patchen
1000 Brickell Avenue, Suite 1112
Miami, FL 33131-3014
Facsimile: 1-305-372-3691
E-Mail: patehlaw@brianpatchen.com
CP\] O-ECM-O] 280\2