Jaz Automotive Properties Donation Agreement PROJECT* Western Interconnect-North Leg
PARCEL JAZ Automotive Properties
TAX IDENTIFICATION NUMBER. 00256360507
Donation Agreement approved by the BCC
Pursuant to Resolution 2010-39
DONATION AGREEMENT
THIS DONATION AGREEMENT (hereinafter referred to as the "Agreement") is
made and entered into by and between JAZ AUTOMOTIVE PROPERTIES, LLC, an
Ohio limited liability company, (hereinafter referred to as "Owner"), whose mailing
address is 225 E. Spring Street, Columbus, OH 43215, 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 "County"),
whose post office address is 3335 Tamiami Trail East, Suite 101, Naples, Florida,
34112.
WITNESSETH:
WHEREAS, County has requested that Owner convey to the County a perpetual,
non-exclusive easement for the purpose of access, installation, and maintenance of
utility facilities and other utility appurtenances, over, under, upon and across the lands
described in Exhibit "A" (hereinafter referred to as the "Property"), which is attached
hereto and made a part of this Agreement; and
WHEREAS, Collier County Ordinance No. 15-43 obligates Owner to convey the
Utility Easement contemplated herein to County; and
WHEREAS, County has requested that Owner grant to the County a temporary
Right of Entry (said Right of Entry hereinafter referred to as the "ROE") for the purpose
of access, storage, and installation of utility facilities and other utility appurtenances to
enter over, upon and across the lands described in Exhibit"B", which is attached hereto
and made a part of this Agreement; and
WHEREAS, Owner recognizes the benefit to Owner and desires to convey the
Property to the County for the stated purposes, on the terms and conditions set forth
herein, said terms including that no compensation shall be due and payable for the
Property requested by County.
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. Owner shall convey the Property via a Utility Easement and grant an ROE to
County at no cost to the County, unless otherwise stated herein.
2. Prior to Closing, Owner shall obtain from the holders of any liens, exceptions
and/or qualifications encumbering the Property, the execution of such instruments which
will remove, release or subordinate such encumbrances from the Property upon their
recording in the public records of Collier County, Florida. Owner shall provide such
instruments, properly executed, to County on or before the date of Closing.
3. This Agreement shall be null and void, and of no further force or effect, unless
Closing shall occur within sixty (60) days from the date County executes this
Agreement; provided, however, that County shall have the unilateral right to extend the
term of this Agreement pending receipt of such instruments, properly executed, which
either remove, release or subordinate any and all such liens, encumbrances or
qualifications affecting County's enjoyment of the Property.
4. Owner is aware and understands that this Agreement is subject to the
acceptance and approval by the Board of County Commissioners of Collier County,
Florida.
5. Owner represents that from the date Owner acquired title to the Property, the
Property and all uses of the Property have been and presently are in compliance with all
Federal, State and Local environmental laws; that no hazardous substances have been
generated, stored, treated or transferred on the Property except as specifically
disclosed to the County; that the Owner has no knowledge of any spill or environmental
law violation on any property contiguous to or in the vicinity of the Property to be
conveyed to the County, that the Owner has not received notice and otherwise has no
knowledge of a) any spill on the Property, b) any existing or threatened environmental
lien against the Property or c) any lawsuit, proceeding or investigation regarding the
generation, storage, treatment, spill or transfer of hazardous substances on the
Property. This provision shall survive Closing and is not deemed satisfied by
conveyance of title.
6. Owner shall indemnify, defend, save and hold harmless County against and
from, and to reimburse County with respect to, any and all damages, claims, liabilities,
laws, costs and expenses (including without limitation reasonable paralegal and
attorney fees and expenses whether in court, out of court, in bankruptcy or
administrative proceedings or on appeal), penalties or fines incurred by or asserted
against County by reason or arising out of the breach of Owner's representation under
Section 5. This provision shall survive Closing and is not deemed satisfied by
conveyance of title.
7. County shall pay for all costs of recording the conveyance instrument, and
recording costs for any curative instruments, in the Public Records of Collier County,
Florida, including transfer, documentary stamp and intangible taxes. County shall be
responsible for paying all costs for recording a Subordination, Consent & Joinder of
Easement of the mortgage(s) recorded against the Property from the mortgagee(s). All
other costs associated with this transaction shall be borne and paid by Owner. The cost
of a title commitment shall be paid by County.
2
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8. 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 trustees, and/or assignees, whenever the
context so requires or admits.
9. Conveyance of the Property by Owner is contingent upon no other provisions,
conditions, or premises other than those so stated above; and the written Agreement,
including all exhibits attached hereto, shall constitute the entire Agreement and
understanding of the parties, and there are no other prior or contemporaneous written or
oral agreements, undertakings, promises, warranties, or covenants not contained
herein.
10. If Owner holds the Property in the form of a partnership, limited partnership,
corporation, limited liability company, trust or any form of representative capacity
whatsoever for others, Owner 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 the Property held in such capacity is
conveyed to County, its successors and assigns. (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, This Agreement is governed and construed in accordance with the laws of the
State of Florida
IN WITNESS WHEREOF, the parties have caused these presents to be
executed the dates set forth below.
\
DATE ACQUISITION APPROVED BY BCC: 43 \ 2-`)15
AS TO COUNTY: DATED: 2,
/7/15--
ATTEST: BOARD OF COUNTY COMMISSIONRS,, ...
DWIGHT E. BROCK, Clerk OF COLLIER COUNTY, FLORIDAAS
THE GOVERNING BODY OF COLLIER
COUNTY AND AS EX-OFFICIO THE
GOVERNING BOARD OF THg COLLIER
COUNTY WATER-SEWER DISTRICT
\° tt eputy tClerks
Penny Taylor,Chairman
Attest as to Chalmian's
kiigAgq461
App o and legality:
Jennifer Ithelped;o
Assistant County Attorney Ilk
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AS TO OWNER:
WITNESSES:
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wt."` JAZ AUTOMOTIVE PROPERTIES, LLC,
Witness#1(Signature) an Ohio limit d liability company
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Am;co R\, e
Witness#1(Print Name) }
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Witne=:#'"'rt ature} '
• FLAVIO GAA SO, as Vice President
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e* JO88EPH SIILISAVAGE
i7iMY COMMISSION#FF240287
EXPIRES June 14.2019OP
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EXHIBIT Lt-
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i�4 SOUTHEAST CORNER SECTION 12,
i e� TOWNSHIP 49 SOUTH, RAtCE 25 EAST
r� COLLIER COUNTY, FLORIDA
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EXHIBIT "B"
LEGAL DESCRIPTION:
THE EAST 510 FEET OF THE SOUTHEAST 1/4 OF THE
SOUTHEAST 1/4, OF SECTION 12, TOWNSHIP 49 SOUTH,
RANGE 25 EAST, COLLIER COUNTY, FLORIDA, LESS THE
EAST 30 FEET AND SOUTH 75 FEET THEREOF FOR ROAD
RIGHT-OF-WAY PURPOSES,.
ALSO LESS AND EXCEPT THAT CERTAIN PARCEL OF LAND
DESCRIBED AS PARCEL 110 IN AMENDED ORDER OF TAKING
RECORDED IN OFFICIAL RECORDS BOOK 3513, PAGE 991,
PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA.
PROPERTY IDENTIFICATION NUMBER: 00256360507
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