Backup Documents 09/26/2017 Item #16A34 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO i. 6 A 3 4
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATUR
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.
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
exce tion of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office.
Route to Addressee s (List in routing order) Office Initials Date
1.
2
3. County Attorney Office County Attorney Office
? iCs
9/04 1
4. BCC Office Board of County {1\
Commissioners _ S-' /
5. Minutes and Records Clerk of Court's Office
106 ci )u,h114-41pArl
PRIMARY CONTACT INFORMATION
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the
addressees above,may need to contact staff for additional or missing information.
Name of Primary Staff Michelle L.Sweet Phone Number 252-6027
Contact/ Department Transportation Eng' eering-ROW /
Agenda Date Item was �,(p r Agenda Item Number I 3 f
Approved by the BCC . 4.6r, V
Type of Document Number of Original
Attached 1)tkc-t,v2A A-SA u4Acwt Documents Attached
PO number or account
number if document is A)�f
to be recorded
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?
2. Does the document need to be sent to another agency for additional signatures? If yes,
provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. "/P'
3. Original document has been signed/initialed for legal sufficiency. (All documents to be
signed by the Chairman,with the exception of most letters,must be reviewed and signed /19
by the Office of the County Attorney.
4. All handwritten strike-through and revisions have been initialed by the County Attorney'stsi f
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
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
11441
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip
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 4//L)r-1 (enter date)and all changes 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
BCC,all changes directed by the BCC have been made,and the document is ready for the
Chairman's signature.
I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12
1 6 A 3 4
Ann P. Jennejohn
From: Ann P. Jennejohn
Sent: Wednesday, September 27, 2017 9:32 AM
To: Sweet, Michelle
Subject: 16A34 (9-26-2017 BCC Meeting)
Attachments: Parcel 103FEE1 & 103FEE2.pdf
Matt* you Michelle,
Avtvt Jevtvtejohvt, Deputy Clerk
Clerk of the Circuit Court
Clerk to the Value Adjustwevtt l3oard
Collier Couvtty Board Mivtutes & Records Dept.
239-252-8406 Fax 239-252-8408
1
1 6 A 3 4
PROJECT: 60148 Airport Davis Intersection
PARCEL: 103FEE1 and 103FEE2
FOLIO NOS.:70720440006 & 70720480008
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT is made and entered into on this - day of
, 2017, by and between TT OF TAMIAMI, INC., a Florida for
profit corporation, whose mailing address is 505 S. Flagler Drive, Suite 700, West
Palm Beach, Florida 33401, (hereinafter referred to as "Seller"), and COLLIER
COUNTY, a political subdivision of the State of Florida, whose mailing address is 3299
Tamiami Trail East, do the Office of the County Attorney, Suite 800, Naples, Florida
34112, (hereinafter referred to as "Purchaser").
WHEREAS, Seller owns that certain property more particularly described on
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 a road improvement project
known as the Airport-Pulling/Davis Road Intersection Improvement Project No. 60148;
and
WHEREAS, Seller has agreed to sell and Purchaser has agreed to purchase 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.
2. PURCHASE PRICE
The purchase price (the "Purchase Price") for the Property shall be Six Hundred
Eighty-Five Thousand Eight Hundred Dollars ($685,800.00) (U.S. Currency) which
shall be paid at the time of closing. An additional Ten Thousand Dollars ($10,000.00)
shall be collected at the time of closing and shall be included on the closing statement
16 A 3 4
for Certificate of Occupancy fees ("Fees") associated with property located at 76
Industrial Boulevard, Naples, Florida as outlined in the Addendum to Commercial
Contract attached hereto and incorporated herein as Exhibit "B". Said fees shall be paid
directly to Dennis R. Combs as set forth in said Exhibit "B". Payment to Seller of the
Purchase Price shall be made by County Warrant, 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, including all attorneys' fees, expert witness
fees and costs as provided for in Chapter 73, Florida Statutes. None of this Purchase
Price is attributed to any personal property.
3. CLOSING
A. TIME IS OF THE ESSENCE - Both Owner and Purchaser agree that time is of
the essence. Therefore, Closing shall occur within ninety (90) days of the date of
execution of this Agreement or within thirty (30) days of Purchaser's receipt of all
Closing Documents, whichever is the later, unless extended by mutual written
agreement between the parties. This agreement shall remain in full force and
effect until Closing shall occur, until and unless it is terminated for other cause.
At Closing, payment shall be made to Owner in that amount shown on the
Closing Statement as "Net Cash to the Seller.
B. Seller shall convey a marketable title free of any liens, encumbrances,
exceptions, or qualifications except those identified in the Title Commitment.
Marketable title shall be determined according to applicable title standards
adopted by the Florida Bar and in accordance with law. Within ten (10) days of
execution of this Agreement, Seller shall provide Purchaser with a copy of its
current title insurance policy. As soon as possible after execution of this
Agreement, the Seller shall cause to be delivered to the Purchaser the following
documents for Purchaser's review and approval (hereinafter referred to as
"Closing Documents"):
1. 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.
1634 A 34
4. A W-9 Form, "Request for Taxpayer Identification and Certification" as
required by the Internal Revenue Service.
5. 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 Seller'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 value 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.
E. The cost of a Title Commitment shall be paid by Purchaser along with the
cost of a Seller's Form B Title Policy, issued pursuant to the Commitment provided
for in Section 7, "Requirements and Conditions" (below). Furthermore, there shall
be deducted from the proceeds of sale all prior year ad valorem taxes and
assessments levied against the parent tract property which remain unpaid as of the
date of Closing.
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.
1 6 A 3 .:
4. POSSESSION
Seller's obligation to give purchaser possession of the Property shall be governed
by Paragraph 2 of Exhibit "B" attached hereto. Paragraphs 2(a), 2(b), 2(c) and 2(d)
of Exhibit "B" are expressly incorporated herein. Noting contained herein shall be
construed as any admission by the County of any "obstructionist, non-responsive
or obfuscatory acts of omissions".
5. INSPECTIONS
A. Inspection Period. Purchaser shall have 60 days from the Effective Date
(Inspection Period) to determine through appropriate investigation and inspection
the extent of contamination of the Property with any Hazardous Materials (as
defined below). 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 Response. 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 elect 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, flammable, 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.
E. Purchaser shall indemnify, defend and hold Seller harmless from and against all
claims, orders, demands, actions, proceedings, or suits, and all losses, costs,
damages or expenses (including, but not limited to, costs and attorneys' fees)
arising directly or indirectly, in whole or in part, out of the presence on or under
the Property of any Hazardous Materials.
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6. RISK OF LOSS
Seller shall maintain the Property in the condition existing on the Effective Date until
Closing and through possession by Purchaser, except for any Remedial Action agreed
to by Seller under Section 5B above. Any future loss and/or damage to the Property
between the Effective Date and the Closing and through possession by the purchaser
shall be at Seller's sole risk and expense. Notwithstanding the foregoing, Seller shall
have no responsibility to remediate any uninsured losses or reduce the Purchase Price.
Buyer's sole remedy under this Provision shall be to terminate this Agreement.
7. 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 thirty (30) days after the date hereof, Purchaser shall obtain as
evidence of title an ALTA Commitment for an Owner's Title Insurance Policy 2006
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.
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 time period, Purchaser, by providing written notice to Seller within thirty (30)
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 ten (10) days of the Effective Date of this
Agreement. Notwithstanding the foregoing, Purchaser agrees that any such
surveys have not been certified to Purchaser and the accuracy of such information
is not guaranteed by Seller. Thereby Purchaser relies on such information at its
own risk. 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" unless the difference in acreage revealed by
survey exceeds 5% of the overall acreage. If the survey provided by Seller or
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16A32 3
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 thirty (30) days from
the Effective Date of this Agreement, of such encroachment, projection, or lack of
legal access, and Seller shall have the option of curing said encroachment or
projection, or obtaining legal access to the Property from a public roadway. Should
Seller elect not to or be unable to remove the encroachment, projection, or provide
legal access to the property within thirty (30) 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 thirty (30) days after expiration of said thirty (30) day
period. A failure by Purchaser to give such written notice of termination within the
time period provided herein shall be deemed an election by Purchaser to accept
the Property with the encroachment, or projection, or lack of legal access.
8. 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,
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 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 Seller shall have the right to
seek and enforce all rights and remedies available at law or in equity, including the
right to seek specific performance of this Agreement..
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.
9. 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.
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16 A 34
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 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 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 reasonably required
to give effect to this Agreement as soon as practicable 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, 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.
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 further encumber or convey any portion of the Property
or any rights therein, nor enter into any other 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.
H. Except as provided in Section 5 of this Agreement, the property is being sold
"AS IS". Seller makes no representations regarding the environmental status of the
Property and Purchaser shall be solely responsible for any remediation required,
including establishing and/or maintaining the Property's qualification under any
public remediation programs, funds, or otherwise.
I. Seller has no knowledge of any 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.
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J. Seller has no knowledge 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, 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.
L. 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.
11. 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 delivery addressed as follows:
If to Purchaser: Transportation Engineering
Attn: Jay Ahmad
Director, Transportation Engineering
2885 South Horseshoe Drive
Naples, Florida 34104
Telephone 239-252-5826
With a copy to: Office of the County Attorney
Attn: Jeff Klatzkow
County Attorney
3299 Tamiami Trail East, Suite 800
Naples, Florida 34112
Telephone 239-252-8400
If to Seller: TT of Tamiami, Inc.
8
16 A 34
Attn: John Kendrick
505 S. Flagler Drive, Suite 700
West Palm Beach, Florida 33401
With a copy to: Kenneth Dodge, Esquire
Lewis, Longman & Walker, P.A.
515 North Flagler Drive, Suite 1500
West Palm Beach, Florida 33404
If to Third Party: Dennis Combs
1500 Airport Rd S
Naples FL 34104-4373
Telephone: 239- 774-2666
With a copy to: Pam Lundborg, Esq.
Bond, Schoeneck & King
4001 Tamiami Trail North, Suite 250
Naples, FL 34103
Telephone: 239-659-3868
The addressees, addresses and numbers for the purpose of this Section 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 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 on the fifth day after
the certified or registered mail has been postmarked, or physical receipt by hand
delivery.
12. REAL ESTATE BROKERS
Both Seller and Purchaser agree that there no real estate brokers were involved in
facilitating this transaction and that no commissions are due. Each party shall indemnify
the other 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 clause or engaged as a
real estate broker, salesman or representative, in connection with this Agreement.
13. 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.
9
16A 3b,
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 limit
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
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 capacity whatsoever
for others, Seller shall make a written public disclosure, according to s. 286.23, Fla.
Stat., under oath, subject to the penalties prescribed for perjury, 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.)
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 Purchaser and Seller.
L. TIME IS OF THE ESSENCE to this Agreement.
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16 A 34
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first above written.
AS TO PURCHASER:
DATED: 9/I1in
ATTEST: BOARD •F = NTY COMMISSIONERS
DWIGHT E. BROCK, Clerk COLLIE' " O 4TY, FLORIDA
IC • BY: // .L
1 •eputy ' -rk , PENNY TA `1.4R, Chair'
Attest as t• hatn s
signature only.
AS TO SELLER:
DATED: 1/1-1117
WITNESSES: TT OF TAMIAMI, INC.,
a Florida for profit corporation
I dr..
1.4
(Siena r-) T Y TAYLOR, President
ro
(P nted Name)
P ignat re)
(Printed Name)
item# U
AgenDate d�� --�
Date •UGC{-1
Recd
Deputy CIe
11
16A34 4
CONSENTED AND AGREED TO BY THIRD PARTY, WHO ACCEPTS THE BENEFITS
AND OBLIGATIONS CONFERRED UPON HIM BY THIS AGREEMENT:
WITNESSES:
eA154-66.( ,
(Signature) DENNIS R. COMBS
[/J 42 CaFS\c I
(Printed Name)
(Signature)
ira tilt C. E- JhJ
(Printed Name
Approved as to form and legality:
''EMILY R. PEPIN, E` SQ.
Assistant County Attorney
12
DESCRIPTION OF 16A3Lt
A PARCEL OF LAND LYING IN
SECTION 2,TOWNSHIP 50 SOUTH,RANGE 25 EAST
COLLIER COUNTY,FLORIDA C)(V IBIT l
Page___.. of 4
PARCEL NO. 103FEE1
DESCRIPTION:
A PORTION OF LOTS 29 THROUGH 32, BLOCK A, ROCK CREEK PARK, AS RECORDED IN
PLAT BOOK 1, PAGE 79, PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA; SITUATED IN
SECTION 2, TOWNSHIP 50 SOUTH, RANGE 25 EAST, COLLIER COUNTY, FLORIDA BEING
MORE PARTICULARLY DESCRIBED AS FOLLOWS.
BEGIN AT THE SOUTHEAST CORNER OF LOT 31 OF SAID BLOCK A, ROCK CREEK PARK;
THENCE S89'24'41"W FOR 139.99 FEET ALONG THE SOUTH LINE OF LOTS 29 THROUGH
31 TO THE SOUTHWEST CORNER OF LOT 29; THENCE N00'49'38"W FOR 6.34 FEET
ALONG THE WEST LINE OF SAID LOT 29; THENCE N89'24'41"E FOR 11.19 FEET TO THE
POINT OF CURVATURE OF A NON—TANGENTIAL CURVE TO THE LEFT HAVING A RADIUS OF
111.00 FEET, A CENTRAL ANGLE OF 89'41'42", A CHORD BEARING OF N44'26'06"E AND
A CHORD DISTANCE OF 156.56 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE FOR
AN ARC LENGTH OF 173.77 FEET TO THE END OF SAID CURVE; THENCE N89'3T24"E
FOR 4.00 FEET; THENCE NOO'22'36"W FOR 58.68 FEET TO A POINT ON THE NORTH
LINE OF LOT 32; THENCE N89'38'29"E FOR 14.44 FEET ALONG SAID NORTH LINE TO
THE NORTHEAST CORNER OF SAID LOT 32; THENCE S00'23'55'E FOR 175.61 FEET
ALONG THE EAST LINE OF LOTS 31 AND 32 ALSO BEING THE WESTERLY RIGHT—OF—WAY
LINE OF AIRPORT—PULLING ROAD (100' R/W) TO THE POINT OF BEGINNING.
NOTES:
1. THE BEARINGS SHOWN HEREON ARE BASED UPON NORTH AMERICAN DATUM 83
(NATIONAL SPATIAL REFERENCE SYSTEM 2007) ALSO KNOWN AS NAD83 (2007),
STATE PLANE COORDINATE SYSTEM, FLORIDA EAST ZONE, HAVING THE EAST LINE
OF BLOCKS A & B, ROCK CREEK PARK, PLAT BOOK 1, PAGE 79 AS SO0'23"55"E.
2. PARCEL SHOWN HEREON CONTAINS 6399 SQUARE FEET, MORE OR LESS.
TECM -ROW
MAY 222012
-„ Lz ivtdY7z THIS DESCRIPTION IS NOT VALID
v WITHOUT ACCOMPANYING SKETCH
DAVID G..DEARIE, SHOWN ON SHEET 2 OF 2
PROFESSIONAL SURVEYOR AND MAPPER
FLORIDA LICENSE. No. 4989
AIM Engineering & Surveying, Inc. LB 3114 THIS IS NOT A SURVEY SHEET 1 OF 2
5300 LEE BLVD PROD€ NUMBER:DESCRIPEcrr DESCRIPTION AND SKETCH OF A PARCEL OF LAND
P.O. BOX '235 11-9841 LYING IN SECTION 2-50S-25E
l.EHIGH AGREES
FLORIDA 33970
DRAWN BY. CuE'T: COLLIER COUNTY
(239) 332-4569 SES
A FX: 332-8734 DATE: SEC-1"'P_ FILE: CN'Y:
•• 02-03-12 2-505-25E 11-9841 SD.DWG (P3) IWCOLLIER COUNTY
1 N SKETCH OF \ 16A34
�F 1 A PARCEL OF LAND LYING IN LOT
36 `FOUND s/0'IRON ROD
1 SECTION 2,TOWNSHIP 50 SOUTH,RANGE 25 EAST n. ANO CAP 'LB 2404'
COLLIER COUNTY,FLORIDA .ea�
FOUND
‘44nOrl
BLOCK B - - LOT 31 w NNAL AND DISK
O IDENTIFICATION PARKER-KALON
TERRACE AVENUE V`B'T J'l
30 0 15 30 60 60'R/W(P) FOUND D =t
— — —
ofPage
LOT 34 —�
1 INCH = 30 FEET
I
N89'38'29"E
INORTH LINE 114.44'
I LOT 32 I NEL7 CORNER
� 032
LOT 3s
STE. 74+5048.15' LE4
FT
OFFSET 48.15' LEFT
'4
5
�&
LOT 35 11,- v r
LOT 32 r0 ',rj a
14
IN CD g
N89'37'24"E p � �'
141.01•(P) 4.00' z a
40'(P) T 40'(P) I 40'(P) T 81.01'(P) ��E.Z N �T -
ROCK CREE I PARKA Hq
PLAT OOK 1 PAGE 79 x
u < A
LO 0 Y
BLOCK1A
vl COLLIER' COUNTY
'FOLIO NO." 7072 440006 w m m z
!I FI LOT 3D P m3
LO0Z
LOT 29 ^I I NUJ I-
rg ` •O (! ~
h CURVE ;e ^ O in o
h RADIUS = 111.00' I w , cn
0.
CENTRAL ANGLE = 89'41'42" a 0
CHORD BEARING = N44'26'06"E
LOT 26 CHORD DISTANCE = 156.56' LOT 31re
ARC LENGTH = 173.77'
N89'24'41"E I I
11.19' I 103FEE1 EAST LINE ,..,
LOTS 31-32 N
NOO'49'38"W WEST LINE I
LOT 29
6.34'
40'(P) 40'(P) 40(P) 60'0.) STA. 72+74.94
\O_FFSET 49.48' LEFT
S89'24.41"W 139.99'
SW CORNER SOUTH LINELOT 29 LOTS 29-31POINT OF BEGINNING
SE CORNER N
LOT 31 N
BLOCK A O
N-
LEGEND:
(P) - PLAT DATA c0 I
B/L - BASE LINE
STA. =
STATION RIGHT OF WAY a
Rbl
P1 W = POINT OF INTERSECTION DAVIS BOULEVARD� (SR 84) a I
STATIONING PER COLLIER COUNTY DESIGN 100'R/W(P)
PLAN FOR AIRPORT-PULLING ROAD AND {
DAVIS BOULEVARD (SR 84) INTERSECTION - f
IMPROVEMENT B/L SURVEY /
THIS SKETCH IS NOT VALID WITHOUT (DAVIS BOULEVARD)___///
ACCOMPANYING DESCRIPTION SHOWN PI STA. 72+04.72, B/L SURVEY (AIRPORT-PULLING RD)� P-
ON
ON SHEET 1 OF 2 STA. 10+20.02, B/L SURVEY (DAVIS BOULEVARD)
AIM Engineering & Surveying, Inc. LB 3114 THIS IS NOT A SURVEY SHEET 2 OF 2
il 5300 LEE BLVD. PROJECT NUMBER:DESCRIPTION: DESCRIPTION AND SKETCH OF A PARCEL OF LAND
P.O. BOX 1235 11-9841 LYING IN SECTION 2-50S-25E
it LEHIGH D CR
A
FLORIDA 397S
DRANK BY; CLENT:
lilM
332-4569 T'JES COLLIER COUNTY
A I M (239)FX:(239) 332 8734 DATE: SEC- P-RGE FILE: COUNTY:
02-03-12 2-50S-25E 11-9841 SD.DWG(P3) COWER COUNTY
DESCRIPTION OF 16 A 34
A PARCEL OF LAND LYING IN
SECTION 2,TOWNSHIP 50 SOUTH,RANGE 25 EAST
COLLIER COUNTY,FLORIDA
EXHIBIT P,
Pte......._."'•.,.,�
,...,..
PARCEL NO. 103FEE2
DESCRIPTION:
A PORTION OF LOTS 33 AND 34, BLOCK A, ROCK CREEK PARK, AS RECORDED IN PLAT
BOOK 1, PAGE 79, PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA; SITUATED IN
SECTION 2, TOWNSHIP 50 SOUTH, RANGE 25 EAST, COLLIER COUNTY, FLORIDA BEING
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGIN AT THE NORTHEAST CORNER OF LOT 34 OF SAID BLOCK A, ROCK CREEK PARK;
THENCE S0O'23'55"E FOR 89.94 FEET ALONG THE EAST LINE OF SAID LOTS 33 AND
34, ALSO BEING THE WESTERLY RIGHT—OF—WAY LINE OF AIRPORT—PULLING ROAD (100'
R/W) TO THE SOUTHEAST CORNER OF LOT 33; THENCE 589'38'29"W FOR 14.44 FEET
ALONG THE SOUTH LINE OF SAID LOT 33; THENCE N00'22'36"W FOR 32.21 FEET;
THENCE N00'08'49"E FOR 26.55 FEET; THENCE NO8'50'38"W FOR 31.53 FEET TO A
POINT ON THE NORTH LINE OF LOT 34; THENCE N89'38'29"E FOR 18.80 FEET ALONG
THE NORTH LINE OF SAID LOT 34 TO THE POINT OF BEGINNING.
NOTES:
1. THE BEARINGS SHOWN HEREON ARE BASED UPON NORTH AMERICAN DATUM 83
(NATIONAL SPATIAL REFERENCE SYSTEM 2007) ALSO KNOWN AS NORTH AMERICAN
DATUM 83 (2007), STATE PLANE COORDINATE SYSTEM, FLORIDA EAST ZONE, HAVING
THE EAST LINE OF BLOCKS A & B, ROCK CREEK PARK, PLAT BOOK 1, PAGE 79
AS S00'23`55"E.
2. PARCEL SHOWN HEREON CONTAINS 1359 SQUARE FEET, MORE OR LESS.
TECM -ROW
MAY 222012
XrC 46.-&--0 2Z./"ca%7L THIS DESCRIPTION IS NOT VALID
WITHOUT ACCOMPANYING SKETCH
DAVID G. DEARIE, SHOWN ON SHEET 2 OF 2
PROFESSIONAL SURVEYOR AND MAPPER
FLORIDA LICENSE No. 4989
MM Engineering & Surveying, Inc. LB 3114 THIS IS NOT A SURVEY SHEET 1 OF 2
EMIM 5300 LEE BLVD. PROJECT NUMBER:DESCRIPTION: DESCRIPTION AND SKETCH OF A PARCEL OF LAND
F.O. BOx 1235 11-9841 LYING IN SECTION 2-50S-25E
LEHIGH ACRES
pr i ^LORIDA 33970 DRAWN BY: CIJENT.
,ES COLLIER COUNTY
(239) 332-4569 DATE: SEC-TWP-RGE FILE: COUNTY.
IIMIDI 1X:(239) 332-8734 02-03-12 2-50S-25E 11-9841 SD.DWG (P2) COLDER COUNTY
163 /1,
SKETCH OF LOT 35
ROD
A PARCEL OF LAND LYING IN I✓ FOUND 5/8'IRON AND CAP'LB 2464'
SECTION 2,TOWNSHIP 50 SOUTH,RANGE 25 EAST m
COLLIER COUNTY,FLORIDA Fi N N
I
_ _ 1 _ _ BLOCK B_ — LOT 3, r 1 7
FOUP PARKER-KALON
NAIL AND DISK
NO IDENI1FICKNON
‘. 'll '�
in,
12_—
Vr
TERRACE AVENUE
60'R/W(P) POINT OF
N89'38'29"E BEGINNING
NE CORNER
NORTH LINE 18.80 LOT 34, BLOCK A
LOT 34-\
- - - FOUND DRILL HOLE
STA. 7 +40.48
— _ _ — — 141.98'(P) OFFSET 47.47' LEFT
'1
NOB'S038"W .
LOT u 31.53' L..11.0)-- Ln C 1,4
,�
COLLIER COUNTY tn J� rn Z`1
ZFOLIO NO." 70720480008 7 &S g C7 8
7 N00'08'49"E (V :n p z ii A
71
26.55' LWLI "N in Q1 1
ILl bN1(7) O
BLOCK A V m i x
LOT 35 I LOT 33 N N EAST LINE
N N LOTS 33-34
b SE CORNER LOT 33
I 0
141.34(P) Z ,. STA. 74+05.54
FROCK CREEK PARK IOFFSET4B.52LEFT
PLAT BOOK 1PAGE 79 14.448 2s"w
,^ 14.44'
LOT 32 I SOUTH LINE
1.1 V I LOT 33 r/
141.01'(P)
D
Ce
40 '(P) 40'(P) I 40'(P) f 61.01'(P) J Z c
a)J
LOT 28 I LOT 29 I LOT 30 I LOT 31 Z d co
I I I I I � 11 o
30 0 15 30 60 cc Z ? 3
J D CO IPSe6 !! cc O-
W I
W co
1 INCH = 30 FEET 3 d rn
ix vt
Za o
0
THIS SKETCH IS NOT VALID WITHOUT x z
LEGEND: ACCOMPANYING DESCRIPTION SHOWN w
(P) •. PLAT DATA ON SHEET 1 OF 2
B/L = BASE LINE
STA. = STATION
R/W = RIGHT OF WAY
PI - POINT OF INTERSECTION DAVIS BOULEVARD (SR 84)
100'R/W(P)
STATIONING PER COLLIER COUNTY DESIGN t.
PLAN FOR AIRPORT-PULLING ROAD AND
DAVIS BOULEVARD (SR 84) INTERSECTION B/L SURVEY_///
IMPROVEMENT (DAVIS BOULEVARD)
/1---
PI STA. 72+04.72, B/L SURVEY (AIRPORT-PULLING RD)=
STA. 10+20.02, B/L SURVEY (DAVIS BOULEVARD)
AIM En:ineering k Surveying, Inc. LB 3114 THIS IS NOT A SURVEY SHEET 2 OF 2
5300 LEE BLVD.
1 P,O. BOX 1235 PROJECT NUMBER.DESCRIPTION:
DESCRIPTION AND SKETCH OF A PARCEL OF LAND
A LEHIGH ACRES 11-9841 LYING IN SECTION 2-50S-25E
FLORIDA 33970 DRAWN B . CLIENT,
(239) 332-4569 SES COLLIER COUNTY
A I M FX:(239) 332-8734 DATE: SEC-TAP-RGE FILE, COUNTY,
02-03-12 2-50S-25E 11-9841 SD.DWG (P2) COWER COUNTY
t A34
EXHIBIT
P
Addendum to Commercial Contract
�Of
Seller: Dennis R.Combs
Buyer: TT ofTamiami,Inc.
Property: 1500 Airport Pulling Road South,Naples,Florida.
Recitals
Whereas,the parties have executed that certain Commercial Contract,fully executed as of September 14,2016;and
Whereas,Collier County(the"County")informed Seller on February 2,2017 that it plans to widen the turn lane at
Airport Pulling Road and Davis Boulevard and may acquire a portion of the Property;and
Whereas,the parties agree that it benefits both parties to include certain provisions into any agreement reached
between the Buyer and the County regarding a portion of the Property used for the County's road widening project.
Now,therefore, for consideration,the sufficiency of which is acknowledged,the parties agree to the terms of this
Addendum to Commercial Contract("Addendum")as follows:
1)The Recitals are true and correct and incorporated herein.
2)Any future agreement between the Buyer and the County regarding the Property shall include the following
provisions, in substantially similar form and content,unless otherwise agreed to in writing by Seller:
a.Collier County(the"County") shall pay to Dennis Combs,an individual whose mailing address is 1500
Airport Road South,Naples,FL 34104 and who is a tenant on the Property("Mr.Combs"),an amount of ten
thousand dollars($10,000).'Ilse County acknowledges and agrees that this amount is expected to be more than
sufficient to cover all of Mr.Combs' fees charged by federal,state and local agencies in order to obtain a certificate
of occupancy for Seller's property at 76 Industrial Boulevard,Naples,Florida(the"New Building").The County
shall reimburse Mr.Combs for any costs above that amount caused by the County's obstructionist,non-responsive
or obfuscatory acts or omissions in regards to Seller's attempt to obtain a certificate of occupancy.
b. Mr. Combs undertakes to use his best endeavors and to move diligently forward with obtaining all
required permits and a certificate of occupancy to enable him to relocate his business to the New Building.Provided
that Mr. Combs complies with the aforesaid obligations,County shall not commence construction or work on the
Property before Mr. Combs has relocated to his New Building or before January 1, 2019, whichever is sooner.
Notwithstanding the foregoing, the January 1, 2019 relocation deadline shall not be applicable if the cause of the
inability of Mr. Combs to relocate is County's obstructionist, non-responsive or obfuscatory acts or omissions in
regards to Mr.Comb's attempt to obtain a certificate of occupancy.
c. Mr.Combs shall be a third party beneficiary under this Agreement and shall have the right to enforce the
provisions hereunder.
d.These Sections a.,b.and c.shall survive Closing.
3)This Addendum may be signed in counterparts,and a signed copy,scan,or facsimile of this Addendum shall be
considered an original.
4)The terms of this Addendum shall survive Closing.
Signatures:
Seller: Buyer:
1+51+n
Dennis R.Combs Date TT of Tamiami,Inc. Date
550544.1 501/2017
16 A 34
EXHIBIT
Page of
Addendum to Commercial Contract
Seller: Dennis R.Combs
Buyer: T1 of Tamiami,Inc.
Property: 1500 Airport Pulling Road South,Naples,Florida.
Recitals
Whereas,the parties have executed that certain Commercial Contract,fully executed as of September 14,2016;and
Whereas,Collier County(the"County")informed Seller on February 2,2017 that it plans to widen the turn lane at
Airport Pulling Road and Davis Boulevard and may acquire a portion of the Property;and
Whereas,the parties agree that it benefits both parties to include certain provisions into any agreement reached
between the Buyer and the County regarding a portion of the Property used for the County's road widening project.
Now,theretbre,for consideration,the sufficiency of which is acknowledged,the parties agree to the terms of this
Addendum to Commercial Contract("Addendum")as follows:
1)The Recitals are true and correct and incorporated herein.
2)Any future agreement between the Buyer and the County regarding the Property shall include the following
provisions, in substantially similar form and content,unless otherwise agreed to in writing by Seller:
a.Collier County(the"County") shall pay to Dennis Combs,an individual whose mailing address is 1500
Airport Road South,Naples,FL 34104 and who is a tenant on the Property("Mr.Combs"),an amount of ten
thousand dollars($10,000).The County acknowledges and agrees that this amount is expected to be more than
sufficient to cover all of Mr.Combs' fees charged by federal,state and local agencies in order to obtain a certificate
of occupancy for Seller's property at 76 Industrial Boulevard,Naples,Florida(the"New Building").The County
shall reimburse Mr.Combs for any costs above that amount caused by the County's obstructionist,non-responsive
or obfuscatory acts or omissions in regards to Seller's attempt to obtain a certificate of occupancy.
b. Mr. Combs undertakes to use his best endeavors and to move diligently forward with obtaining all
required permits and a certificate of occupancy to enable him to relocate his business to the New Building. Provided
that Mr. Combs complies with the aforesaid obligations,County shall not commence construction or work on the
Property before Mr. Combs has relocated to his New Building or before January 1, 2019, whichever is sooner.
Notwithstanding the foregoing, the January 1,2019 relocation deadline shall not be applicable if the cause of the
inability of Mr. Combs to relocate is County's obstructionist, non-responsive or obfuscatory acts or omissions in
regards to Mr.Comb's attempt to obtain a certificate of occupancy.
c. Mr.Combs shall be a third party beneficiary under this Agreement and shall have the right to enforce the
provisions hereunder.
d.These Sections a.,b.and c.shall survive Closing.
3)This Addendum may be signed in counterparts,and a signed copy,scan,or facsimile of this Addendum shall be
considered an original.
4)The terms of this Addendum shall survive Closing.
Signatures:
Seller: Buyer:
/� 41%/2—/7
—
Dennis R.Combs Date TT ofTamiami,Inc. Date
550544.1 5/11/2017