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Folio #00298480005 Purchase & Sale Agmt Project: Joint Land Purchase Folio: 00298480005 AGREEMENT FOR SALE AND PURCHASE THIS AGREEMENT is made and entered into by and between ASSET RECOVERY XVIII, LLC, a Florida Limited Liability Company, whose mailing address is One Wall Street — 16th Floor, New York, NY 10286, ATTN: Gordon Berger, Managing Director (hereinafter referred to as "Seller"), and COLLIER COUNTY, a political subdivision of the State of Florida and the BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, AS THE GOVERNING BODY OF COLLIER COUNTY AND AS EX-OFFICIO THE GOVERNING BOARD OF COLLIER COUNTY WATER-SEWER DISTRICT, whose mailing address is clo Real Property Management, 3335 Tamiami Trail East, Suite 101, Naples, FL 34112 (hereinafter collectively referred to as "Purchaser"). WITNESSETH WHEREAS, Seller is the owner of that certain parcel of real property located in Collier County, State of Florida, and being more particularly described in Exhibit "A" (hereinafter referred to as the "Property"), attached hereto and made a part hereof by reference. WHEREAS, Purchaser is desirous of purchasing the Property, subject to the conditions and other agreements hereinafter set forth, and Seller is agreeable to such sale and to such conditions and agreements. NOW, THEREFORE, and for and in consideration of the premises and the respective undertakings of the parties hereinafter set forth and the sum of Ten Dollars ($10.00), the receipt and sufficiency of which is hereby acknowledged, it is agreed as follows: I. AGREEMENT 1.01 In consideration of the purchase price and upon the terms and conditions hereinafter set forth, Seller shall sell to Purchaser and Purchaser shall purchase from Seller the Property described in Exhibit"A". II. PAYMENT OF PURCHASE PRICE 2.01 The purchase price (the "Purchase Price") for the Property shall be Five Million Five Hundred Twenty-five Thousand Dollars ($5,525,000)(U.S. Currency) payable at time of closing. 1 lll. CLOSING 3.01 The Closing (THE "CLOSING DATE", "DATE OF CLOSING", OR "CLOSING") of the transaction shall be held on or before thirty (30) days following execution of this Agreement, unless extended by mutual written agreement of the parties hereto. The Closing shall be held at the Collier County Attorney's Office, Administration Building, 3299 Tamiami Trail East, Suite 800, Naples, Florida. The procedure to be followed by the parties in connection with the Closing shall be as follows: 3.011 Seller shall convey a marketable title free of any liens, encumbrances, exceptions, or qualifications. Marketable title shall be determined according to applicable title standards adopted by the Florida Bar and in accordance with law. The Purchaser has reviewed title and accepts title as set forth in the final title commitment at the time of Closing. At the Closing, the Seller shall cause to be delivered to the Purchaser the items specified herein and the following documents and instruments duly executed and acknowledged, in recordable form: 3.0111 Special Warranty Deed in favor of Purchaser conveying title to the Property, free and clear of all liens and encumbrances other than: (a) The lien for current taxes and assessments. (b) Such other easements, restrictions or conditions of record. 3.0112 Combined Purchaser-Seller closing statement. 3.0113 A "Gap," Tax Proration, Owner's and Non-Foreign Affidavit," as required by Section 1445 of the Internal Revenue Code and as required by the title insurance underwriter in order to insure the "gap" and issue the policy contemplated by the title insurance commitment. 3.0114 A W-9 Form, "Request for Taxpayer Identification and Certification" as required by the Internal Revenue Service. 3.012 At the Closing, the Purchaser, or its assignee, shall cause to be delivered to the Seller a wire transfer in an amount equal to the Purchase Price, subject to adjustment for prorations as set forth herein and as stated on the closing statement. 3.02 Each party shall be responsible for payment of its own attorney's fees. Seller, at its sole cost and expense, shall pay at Closing all documentary stamp taxes due relating to the recording of the Warranty Deed, in accordance with Chapter 201.01, Florida Statutes, and the cost of recording any instruments necessary to clear Seller's title to the Property. The cost of the Owner's Form B Title Policy shall be paid by Purchaser. The cost of the title commitment shall also be paid by Purchaser. 2 `�:J 3.03 Purchaser shall pay for the cost of recording the Warranty Deed. Real Property taxes shall be prorated based on the current year's tax with due allowance made for maximum allowable discount, homestead and any other applicable exemptions and paid by Seller. If Closing occurs at a date which the current year's millage is not fixed, taxes will be prorated based upon such prior year's millage. IV. INSPECTION 4.01 Purchaser is purchasing the property "As-Is." Seller acknowledges that the Purchaser, or its authorized agents, shall have the right to inspect the Property at any time prior to the Closing. Purchaser shall, in performing such inspections, use due care and shall indemnify Seller on account of any loss or damages occasioned thereby and against any claim made against Seller as a result of Purchaser's entry. The foregoing indemnification shall not constitute a waiver of Purchaser's sovereign immunity beyond the limits set forth in Florida Statutes, Section 768.28, nor shall the same be construed to constitute agreement by the Purchaser to indemnify Seller for Seller's negligent acts or omissions. Seller shall be notified by Purchaser no less than twenty four (24) hours prior to said inspection of the Property. This paragraph shall survive closing. V. POSSESSION 5.01 Purchaser shall be entitled to full possession of the Property at Closing. VI. PRORATIONS 6.01 Ad valorem taxes next due and payable, after closing on the Property, shall be prorated at Closing based upon the gross amount of 2013 taxes, and shall be paid by Seller. VII. TERMINATION AND REMEDIES 7.01 If Seller shall have failed to perform any of the covenants and/or agreements contained herein which are to be performed by Seller, Purchaser shall provide Seller with a written notice of default. Seller may elect to cure the default or notify Purchaser it has elected not to cure the default within ten (10) days of written notification of such default ("Cure Period"). Seller's failure to provide notice to Purchaser of the option it chooses during the Cure Period shall be deemed an election not to cure the default. If Seller does not cure the default, Purchaser may, at its option, terminate this Agreement by giving written notice of termination to Seller within five (5) days of the expiration of the Cure Period or proceed to Closing and accept the title to the property and the condition of the property "As- Is." Purchaser's failure to timely provide written notice of its election to terminate this Agreement shall be treated as an election to proceed to Closing within thirty (30) days of the expiration of the Cure period. If the Seller refuses to close, Purchaser shall have the right to seek and enforce all rights and remedies available at law or in equity to a contract vendee, including the right to seek specific performance of this Agreement. 3 7.02 If the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated hereby or otherwise fails to perform any of the terms, covenants and conditions of this Agreement as required on the part of Purchaser to be performed, provided Seller is not in default, then as Seller's sole remedy, Seller shall have the right to terminate and cancel this Agreement by giving written notice thereof to Purchaser, whereupon one percent (1%) of the purchase price shall be paid to Seller as liquidated damages which shall be Seller's sole and exclusive remedy, and neither party shall have any further liability or obligation to the other except as set forth in paragraph 10.01 (Real Estate Brokers) hereof.The parties acknowledge and agree that Seller's actual damages in the event of Purchaser's default are uncertain in amount and difficult to ascertain, and that said amount of liquidated damages was reasonably determined by mutual agreement between the parties, and said sum was not intended to be a penalty in nature. 7.03 Should any litigation or other action be commenced between the parties concerning the Property or this Agreement, the party prevailing in such litigation or other action shall be entitled, in addition to such relief as may be granted, to a reasonable sum for its attorney's fees, paralegal charges and all fees and costs for appellate proceedings in such litigation or other action; which sum may be determined by the court or in a separate action brought for that purpose. 7.04 The parties acknowledge that the remedies described herein and in the other provisions of this Agreement provide mutually satisfactory and sufficient remedies to each of the parties, and take into account the peculiar risks and expenses of each of the parties. VIII. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES 8.01 Seller and Purchaser represent and warrant the following: 8.011 Seller and Purchaser have full right and authority to enter into and to execute this Agreement and to undertake all actions and to perform all tasks required of each hereunder. Seller is not presently the subject of a pending, threatened or contemplated bankruptcy proceeding. 8.012 Seller has full right, power, and authority to own and operate the Property, and to execute, deliver, and perform its obligations under this Agreement and the instruments executed in connection herewith, and to consummate the transaction contemplated hereby. All necessary authorizations and approvals have been obtained authorizing Seller and Purchaser to execute and consummate the transaction contemplated hereby. At Closing, certified copies of such approvals shall be delivered to Purchaser and/or Seller, if necessary. 8.013 The warranties set forth in this Article shall be true on the date of this Agreement and as of the date of Closing. Purchaser's acceptance of a deed 4 0 to the Property shall be deemed to be full performance and discharge of every agreement and obligation on the part of the Seller to be performed pursuant to the provisions of this Agreement. 8.014 Seller represents that it has no actual knowledge of any actions, suits, claims, proceedings, litigation or investigations pending or threatened against Seller, at law, equity or in arbitration before or by any federal, state, municipal or other governmental instrumentality that relate to this agreement or any other property that could, if continued, adversely affect Seller's ability to sell the Property to Purchaser according to the terms of this Agreement. 8.015 No party or person other than Purchaser has any right or option to acquire the Property or any portion thereof. 8.016 Until the date fixed for Closing, so long as this Agreement remains in force and effect, Seller shall not encumber or convey any portion of the Property or any rights therein, nor enter into any agreements granting any person or entity any rights with respect to the Property or any part thereof, without first obtaining the written consent of Purchaser to such conveyance, encumbrance, or agreement which consent may be withheld by Purchaser for any reason whatsoever. 8.017 Seller has no actual knowledge of unrecorded restrictions, easements or rights of way (other than existing zoning regulations) that restrict or affect the use of the Property, and there are no maintenance, construction, advertising, management, leasing, employment, service or other contracts affecting the Property. 8.018 Seller has no actual knowledge that there are any suits, actions or arbitration, bond issuances or proposals therefor, proposals for public improvement assessments, pay-back agreements, paving agreements, road expansion or improvement agreements, utility moratoriums, use moratoriums, improvement moratoriums, administrative or other proceedings or governmental investigations or requirements, formal or informal, existing or pending or threatened which affects the Property or which adversely affects Seller's ability to perform hereunder; nor does Seller have actual knowledge there are any other charge or expense upon or related to the Property which has not been disclosed to Purchaser in writing prior to the effective date of this Agreement. 8.019 Seller acknowledges and agrees that Purchaser is entering into this Agreement based upon Seller's limited representations stated above and on the understanding that Seller will not cause the zoning or physical condition of the Property to change from its existing state on the effective date of this Agreement up to and including the Date of Closing. Therefore, Seller agrees not to enter into any contracts or agreements which would change the zoning or physical condition of the Property or the governmental ordinances or laws governing same. Seller also agrees to notify Purchaser promptly of any change in the facts contained in the foregoing representations and of any 5 �.'� notice or proposed change in the zoning, or any other action or notice, that may be proposed or promulgated by any third parties or any governmental authorities having jurisdiction of the development of the property which may restrict or change any other condition of the Property. 8.020 Any loss and/or damage to the Property between the date of this Agreement and the date of Closing shall be Seller's sole risk and expense. IX. NOTICES 9.01 Any notice, request, demand, instruction or other communication to be given to either party hereunder shall be in writing, sent by registered, or certified mail, return receipt requested, postage prepaid, addressed as follows: If to Purchaser: Real Property Management Facilities Management/Bldg. W Suite 101 3335 Tamiami Trail East Naples, Florida 34112 With a copy to: Jeffrey A. Kiatzkow, Esq. Collier County Attorney Office of the County Attorney Administration Building 3299 Tamiami Trail East, Suite 800 Naples, Florida 34112 If to Seller: Asset Recovery XVIII, LLC One Wall Street— 16th Floor New York, NY 10286 AU: Gordon Berger, Managing Director With a copy to: BNY Mellon, N.A. 350 Las Olas Blvd., Suite 1400 Ft. Lauderdale, FL 33301 ATT: Alan M. David, Managing Director With a copy to: Richard Yovanovich, Esq. Coleman, Yovanovich & Koester, P.A. 4001 Tamiami Trail North, Suite 300 Naples, FL 34103 9.02 The addressees and addresses for the purpose of this Article may be changed by either party by giving written notice of such change to the other party in the manner provided herein. For the purpose of changing such addresses or 6 GP addressees only, unless and until such written notice is received, the last addressee and respective address stated herein shall be deemed to continue in effect for all purposes. X. REAL ESTATE BROKERS 10.01 Any and all brokerage commissions or fees shall be the sole responsibility of the Seller. Seller shall indemnify Purchaser and hold Purchaser harmless from and against any claim or liability for commission or fees to any broker or any other person or party claiming to have been engaged by Seller as a real estate broker, salesman or representative, in connection with this Agreement. Purchaser shall indemnify Seller and hold Seller harmless from and against any claim or liability for commission or fees to any broker or any other person or party claiming to have been engaged by Purchaser as a real estate broker, salesman or representative, in connection with this Agreement. Seller agrees to pay any and all commissions or fees at closing pursuant to the terms of a separate agreement, if any. Xl. MISCELLANEOUS 11.01 This Agreement may be executed in any manner of counterparts which together shall constitute the agreement of the parties. 11.02 This Agreement and the terms and provisions hereof shall be effective as of the date this Agreement is executed by both parties and shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal representatives, successors, successor trustee, and assignees whenever the context so requires or admits. 11.03 Any amendment to this Agreement shall not bind any of the parties hereof unless such amendment is in writing and executed and dated by Purchaser and Seller. Any amendment to this Agreement shall be binding upon Purchaser and Seller as soon as it has been executed by both parties. 11.04 Captions and section headings contained in this Agreement are for convenience and reference only; in no way do they define, describe, extend or limit the scope or intent of this Agreement or any provisions hereof. 11.05 All terms and words used in this Agreement, regardless of the number and gender in which used, shall be deemed to include any other gender or number as the context or the use thereof may require. 11.06 No waiver of any provision of this Agreement shall be effective unless it is in writing signed by the party against whom it is asserted, and any waiver of any provision of this Agreement shall be applicable only to the specific instance to which it is related and shall not be deemed to be a continuing or future waiver as to such provision or a waiver as to any other provision. 7 Cpl, 11.07 If any date specified in this Agreement falls on a Saturday, Sunday or legal holiday, then the date to which such reference is made shall be extended to the next succeeding business day. 11.08 Seller is aware of and understands that the "offer" to purchase represented by this Agreement is subject to acceptance and approval by the Board of County Commissioners of Collier County, Florida. 11.09 If the Seller holds the Property in the form of a partnership, limited partnership, corporation, trust or any form of representative capacity whatsoever for others, Seller shall make a written public disclosure, according to Chapter 286, Florida Statutes, under oath, of the name and address of every person having a beneficial interest in the Property before Property held in such capacity is conveyed to Collier County. (If the corporation is registered with the Federal Securities Exchange Commission or registered pursuant to Chapter 517, Florida Statutes, whose stock is for sale to the general public, it is hereby exempt from the provisions of Chapter 286, Florida Statutes.) 11.10 This Agreement is governed and construed in accordance with the laws of the State of Florida. XII. ENTIRE AGREEMENT 12.01 This Agreement and the exhibits attached hereto contain the entire agreement between the parties, and no promise, representation, warranty or covenant not included in this Agreement or any such referenced agreements has been or is being relied upon by either party. No modification or amendment of this Agreement shall be of any force or effect unless made in writing and executed and dated by both Purchaser and Seller. Time is of the essence of this Agreement. (Remainder of page intentionally left blank) 8 IN WITNESS WHEREOF, the parties hereto have signed below. Dated Project/Acquisition Approved by BCC: "l lZ 1 l 14 ATTEST: COLLIER COUNTY, A POLITICAL SUBDIVISION OF THE STATE OF FLORIDA, BY AND THROUGH ITS •••- • u04,c4 � ' BOARD OF COUNTY COMMISSIONERS, AND AS THE EX-OFFICIO GOVERNING DWIGHT E. BROCK, Clerk BOARD O THE COLLIER COUNTY WATER WE'�,r ISTRICT b?tt:tuL,--- , i 4 e A t as to Chairman's \De u Jerk Tom Henn ng, Chair;1-n signature only. Approved as to fo and it.Ie L Scott R. Teach Deputy County Attorney AS TO SELLER: DATED: I q.? itl WITNESSES: ASSET RECOVERY XVIII, LLC, a Florida . limited liability company G - /j BY: (Signature) Name: \c,-- ,, k0(.v41 ,, Title: Pecs <<Q , �-t- EDwAKL -1`, prmtwc _ (Printed Name) Qj -1-) (Signature) p AV I �A(� Phis tApproved By The Board (Printed Name) Commissioners Collier County Florida, Pursuant T, Agen is Date: 1l i I4 -Item No: 11 4 S 9 0 EXHIBIT "A" The West% of Section 36, Township 49 South, Range 26 East, Less and Except the land South of the Northerly Right-of-Way of Access Road No. 1, According to Road Book 3, Page 8, of the Public Records of Collier County, Florida. 10 Cp, ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attomey Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. 2. 3. County Attorney Office County Attorney Officer v /X P 7/iI 4. BCC Office Board of County Commissioners ' f / 4 V 5. Minutes and Records Clerk of Court's Office v _1 PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed 'n the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff SUE JIM ZIMMER AN Phone Number 252-262 Contact/ Department Agenda Date Item was JULY 8,2014 Agenda Item Number 11 C Approved by the BCC Type of Document AGREEMENT FOR SALE AND Number of Original 1 Attached PURCHASE Documents Attached PO number or account - . _ number if document is 1471 , to be recorded �1 INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A" in the Not Applicable column, whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature? SJZ 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency; Address; Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be SJZ signed by the Chairman, with the exception of most letters, must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's SJZ Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the SJZ document or the final negotiated contract date whichever is applicable. 6. "Sign here" tabs are placed on the appropriate pages indicating where the Chairman's SJZ signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on July 8,2014 (enter date)and all changes SJZi=`''t> _. made during the meeting have been incorporated in the attached document. The County Attorney's Office has reviewed the changes, if applicable. • 9. Initials of attorney verifying that the attached document is the version approved by the j �t`T r , BCC, all changes directed by the BCC have been made, and the document is ready for e , sv Chairman's signature. �1 •N�' ;'__„t L Forms/County Forms/BCC Forms/Original Documents Routing Slip WINS Original 9.03.04;Revised 1.26.05,Revised 2.24.05;Revised 11/30/12 60-44, 7 "'- • Memorandum •TO: Minutes & Records Management FROM: Sue Zimmerman Sr. Property Acquisition Specialist Real Property Management DATE: July 9, 2014 RE: Acquisition of 305+ acre parcel from Asset Recovery XVIII, LLC Agenda Item 11C, July 8, 2014 Item 11C was approved on the July 8, 2014 Agenda for execution of the Agreement for Sale and Purchase between the County/CCWSD and Asset Recovery XVIII, LLC. Attached please find the original Agreement. Please attest to the Chairman's signature on this document and then return a copy of the fully executed document to us via email. The original should be maintained by your office for safekeeping. Please contact me if you have any questions or comments at Extension 2622. Thank you. Detail by Entity Name Page 1 of 2 fl FLORIDA DEPARTMENT OF STATE DIVISION OF CORPORATIONS Detail by Entity Name Florida Limited Liability Company ASSET RECOVERY XVIII, LLC Filing Information Document Number L11000077352 FEI/EIN Number N/A Date Filed 07/05/2011 State FL Status ACTIVE Principal Address C/O MUNB LOAN HOLDINGS ONE WALL STREET ATTN: GORDON BERGER NEW YORK, NY 10286 Changed: 04/14/2014 Mailing Address, C/O MUNB LOAN HOLDINGS ONE WALL STREET ATTN: GORDON BERGER NEW YORK, NY 10286 Changed: 04/14/2014 Registered Agent Name & Address C T CORPORATION SYSTEM 1200 SOUTH PINE ISLAND ROAD PLANTATION, FL 33324 Authorized Person(s) Detail Name &Address Title Manager Applebaum, David P. C/O MUNB LOAN HOLDINGS ONE WALL STREET ATTN: GORDON BERGER NEW YORK, NY 10286 Title Manager http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail/EntityName/flat-111... 7/9/2014 Detail by Entity Name Page 2 of 2 Joyce, Dennis M. C/O MUNB LOAN HOLDINGS ONE WALL STREET ATTN: GORDON BERGER NEW YORK, NY 10286 Annual Reports Report Year Filed Date 2013 04/18/2013 2013 12/16/2013 2014 04/14/2014 Document Images 04/14/2014 --ANNUAL REPORT View image in PDF format 12/16/2013--AMENDED ANNUAL REPORT View image in PDF format 04/18/2013 --ANNUAL REPORT View image in PDF format 06/12/2012 -- ANNUAL REPORT View image in PDF format 07/05/2011 -- Florida Limited Liability View image in PDF format (opyrioht;c)and Privacy Policies State of Florida,Department of State http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail/EntityName/flat-111... 7/9/2014