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Backup Documents 12/16/2008 Item #10A lOA "'f'1 OFFICE OF THE COUNTY ATTORNEY MEMORANDUM DATE: Decembcr 12, 2008 TO: Commissioner Tom Henning, Chainnan, District 3 Commissioner Donna Fiala, Vice-Chair, District 1 Commissioner James N, Coletta, District 5 Commissioner Fred Coyle, District 4 Commissioner Frank Halas, District 2 Jennifer A, Belpedio, Assistant County Attorney ~~ December 16,2008 Board Meeting -Item 10. A. Port of the Islands Marina Acquisition FROM: SUBJECT: We are pleased to advise you that negotiations for the Port of the Islands Marina acquisition have been complctcd, As such, attached please find a copy of the resulting draft Agreement for Sale and Purchase ("Agreement") which has been executed by the owners and signed by our office for form and legal sufficiency, Please replace the version in your agenda package for December 16. 2008 with this version, The public will also be notified of this change by way of the "Add Change List" and given an opportunity to view or obtain a copy of the Agreement at the Board's Minutes and Records Department. Should you have any questions, please do not hesitate to contact the County Attorney or me, Enclosure: Agreement for Sale and Purchase cc: Jeffrey A. Klatzkow, County Attorney Scott R, Teach, Deputy County Attorney James V, Mudd, County Manager Marla Ramsey, Public Service Administrator Toni Mott, Real Property Management Manager Michael Sheffield, Assistant to the County Manager Patricia Morgan, Board Minutes and Records Manager'/ 08-RPR-OtS80/3 lOA PROJECT: PORT OF THE ISLANDS MARINA FOLIO NOs,: 01067080606 & 01067083807 AGREEMENT FOR SALE AND PURCHASE THIS AGREEMENT is made and entered into this day of December, 2008 by and between THE ISLANDS MARINA, LLC, a Florida limited liability company, and PORT OF THE ISLANDS PROPERTIES, LLC, a Florida limited liability company (hereinafter collectively referred to as "Seller"), and COLLIER COUNTY, A POLITICAL SUBDIVISION OF THE STATE OF FLORIDA (hereinafter referred to as "Purchaser"), WITNESSETH WHEREAS, Purchaser desires to purchase from Seller, and Seller desires to sell and transfer to Purchaser, certain uplands portions of that property known as the Port of the Islands Marina, to include approximately 2.4 acres of commercially zoned waterfront land currently used for boat trailer and car parking, an oversized single boat launch ramp, approximately 15,466 square feet of submerged land (boat launch expansion area), non-exclusive use of a 94 space parking facility, approximately 1.46 acres of commercially zoned upland property, a fueling facility, and a 7400 square foot marina building, together with the ship's store, bathrooms, offices, and Manatee and 10,000 Islands educational center housed therein, with sufficient excess square footage within said marina building in which to build a permanent Ochopee fire station, on approximately 1.4 acres of commercially zoned waterfront property; and WHEREAS, in connection with said purchase and sale, Purchaser requires perpetual, non-exclusive Public Access Easements over, under, upon and across portions of Seller's property, and the property of others, for access and ingress between the public right of way of U,S, Route 41 and all portions of the property to be purchased and sold over and upon the entire width of Newport Drive and along the westerly side of other property of Seller, as depicted on attached Exhibit B-1, together with such easements as may be necessary for use of the non- exclusive parking facility, and together also with easements necessary and sufficient to allow for riparian access and temporary boat tie-off during launching, loading, unloading and fueling operations along the waterfront portions of the property to be purchased; and WHEREAS, Purchaser further requires such other tangible and intangible assets as may be necessary to the operation of the ship's store, office leasing, Manatee and 10,000 Islands educational center, boat and trailer storage, boat launch, fueling facility, parking facilities and waterfront operations existing upon the property to be purchased or used in connection therewith; and WHEREAS, the land and buildings, easements and other tangible and intangible assets referenced hereinabove are collectively referred to herein as the "Property"; and WHEREAS, Seller desires to convey and otherwise transfer the Property to Purchaser on the terms and conditions set forth herein, and Purchaser has agreed to compensate Seller for such conveyance and transfer of the Property in the manner hereinafter described; 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 are hereby mutually acknowledged, it is agreed by and between the parties as follows: I. PROPERTY SUBJECT TO PURCHASE AND SALE 1,01, The property to be purchased and sold shall consist of the following elements: 1,011, That certain parcel containing approximately 4,09 acres and being more particularly described on Exhibit A-1 attached hereto and incorporated herein by reference, Said parcel contains commercially zoned waterfront lands, boat trailer and car parking, boat launch ramp, approximately 15,466 square feet of submerged land (boat launch expansion area), fueling station and 7400 square foot marina building as hereinabove referenced and shall be conveyed together with all improvements, fixtures, lOA appurtenances and appurtenant easements, including but not limited to the rights attributable to the 4,09 acre parcel under that certain Reciprocal Parking Easement Agreement dated June 20, 2006 and recorded June 23, 2006 at OR, Book 4060, Page 3206, Public Records of Collier County, Florida (provided that Seller retains such rights under such Easement Agreement that are not attributable to the Property), that certain Easement and License Agreement dated December 14, 2007 and recorded January 8, 2008 at O,R, Book 4318, Page 3206, Public Records of Collier County, Florida, and that certain Facilities Maintenance Agreement between Port of the Islands Marina Condominium Association, Inc, and The Islands Marina, LLC dated July 31, 2008 and to be recorded in the Public Records of Collier County, Florida prior to Closing, 1,012, That certain parcei containing approximately 1.46 acres of commercially zoned upland property and being more particularly described on Exhibit A-2 attached hereto and incorporated herein by reference, which shall be conveyed together with all appurtenant easements, including but not limited to the rights attributable to the 1.46 acre parcel under that certain Reciprocal Parking Easement Agreement dated June 20, 2006 and recorded June 23, 2006 at OR, Book 4060, Page 3206, Public Records of Collier County, Florida, 1,013, A perpetual, non-exclusive easement for all purposes of vehicular and pedestrian access and ingress, including use by the general public, between the public right of way of U,S, Route 41 and the parcel described on Exhibit A-2, the area of said easement being more particularly described on Exhibit B-1 attached hereto and incorporated herein by reference, 1,014, A perpetual, non-exclusive easement for all purposes, including use by the general public, of riparian access and temporary boat tie-off during launching, loading, unloading and fueling operations along the waterfront portions of the parcel described on Exhibit A-1, the area of said easement being more particularly described on Exhibit B-2 attached hereto and incorporated herein by reference, 1,015, Those tangible and intangible assets necessary to the operation of the ship's store, office leasing, Manatee and 10,000 Islands educational center, boat and trailer storage, boat launch, fueling facility, parking facilities and waterfront operations (hereinafter collectively referred to as the "Operations") existing upon the parcel described on Exhibit A-1 or used in connection therewith, including but not limited to the following (except to the extent certain items of personalty are expressly excluded below): (a) All furniture, fixtures, trade fixtures and equipment located on the Property, including within the ship's store, and utilized in conjunction with the Operations (which does not include inventory, Christopher Shucart's personal office furniture, tools and equipment utilized in maintaining the marina property, and the marina golf cart), Purchaser and Seller agree that furniture, fixtures, trade fixtures and equipment have a fair market value of One Hundred Five Thousand and 00/100 Dollars ($105,000,00) and will be conveyed to Purchaser as a charitable donation, The furniture, fixtures, trade fixtures and equipment will be conveyed to Purchaser in their "as is" condition and without warranty of fitness or condition, Seller shall transfer all warranties and service agreements associated with the furniture, fixtures, trade fixtures and equipment, if any, (b) INTENTIONALLY DELETED, (c) Leases, storage agreements, and other contracts to be assumed, as more particularly described on Exhibit C attached hereto and incorporated herein by reference, (d) All software, technical and other supplies necessary to the Operations, (e) To the extent assignable, all licenses, permits, registrations and consents necessary to the conduct of the Operations, (f) All customer lists, customer contacts, customer relationships and goodwill associated with and related to the Operations, (g) All other assets, tangible and intangible, used in connection with the Operations; but excluding cash, accounts receivable, and such property which is not specifically related to the Operations and which has been, and continues to be, used by Seller in connection with Seller's other businesses, lOA ''''' Notwithstanding the foregoing, Seller shall retain the exclusive right to use the Port of the Islands Marina website and logo, and the non-exclusive right to use the term "Port of the Islands Marina," 1,016, In addition to the foregoing, Purchaser shall have the option, but not the obligation, to purchase, at Seller's cost, any or all of the inventory and other goods held for re-sale located within the ship's store and marina building (other than those items described in Paragraph 1,015(a), above, as expressly excluded from the sale), Items to be purchased hereunder shall be determined based upon a physical inventory to be conducted by representatives of the Seller and the Purchaser prior to Closing, Any inventory or other goods held for re-sale not so purchased shall be removed from the Property by Seller prior to Closing, 1,017, At the time of Closing, Purchaser shall grant to Seller a temporary easement for pedestrian and vehicular access over and upon the roadway existing along the westerly and southerly boundaries of the 1.46 acre parcel. The temporary easement is described and depicted on attached Exhibit A-3, which is incorporated herein by reference, This temporary easement will be terminable at such time as it is determined to cause interference with Purchaser's development plans for, or use of, the Property, 1,018, Purchaser acknowledges that Seller has historically leased or licensed twenty- one (21) of the wet-slips within the Port of the Islands Marina basin for the operation of commercial vessels, Prior to Closing, Seller shall assign to itself the right to continue this historical use by recording an assignment of such rights in the Collier County Public Records in accordance with Paragraph 17,1 of the Fourth Amendment to Declaration of Condominium of Port of the Islands Marina, a Condominium, recorded in Official Records Book 4405, Page 3615, of the Collier County, Florida, Public Records, The rights associated with such assignment are excluded from the Property, 1,019, Purchaser agrees and acknowledges that Seller will continue its efforts to sell and lease wet-slips within the Port of the Islands Marina, and that the construction of boat storage facilities on that portion of the Property described in attached Exhibit A-1 by Purchaser or its successor(s) in title will compete directly with Seller's efforts in this regard, For the foregoing reasons, Purchaser agrees that it will not construct any boat storage facilities on said parcel until the earlier of: 1, Such time as 96% or more of the 175 Port of the Islands Marina wet-slips have either been leased by Seller, or have been conveyed to individual third-party buyers; or 2, Nine (9) years following Closing, In exchange for the foregoing restriction, Seller agrees that it will not construct or operate any dry storage facility, convenience store, or fuel supply facility on Seller- owned lands located within the Port of the Islands community for a period terminating on the earlier of: 1, Nine (9) years following Closing; or 2, until Seller conveys such lands (or portion thereof) to a bona-fide purchaser for value in an arm's length transaction (in which case the land conveyed to the bona-fide purchaser shall be released from the foregoing restriction), The terms of this Paragraph 1,019 shall survive Closing, 1,020, Purchaser agrees and acknowledges that the parcel described in attached Exhibit A-1 contains certain utility lines, fire hydrants, control boxes, and related equipment that are intended to serve the Port of the Islands Marina wet-slips, gangways, and related structures, To the extent necessary, Seller shall be permitted to reserve corresponding easements over the Exhibit A-1 parcel at or prior to Closing, provided that such reserved easements do not prevent Purchaser's intended use of the Exhibit A-1 parcel. 1,021, Any obligations arising out of Paragraph 5,d, of that certain Reciprocal Parking Easement Agreement referenced in Paragraphs 1,011 and 1,012 hereof shall be shared equally by Seller and Purchaser and/or their successors and assigns. The terms of this Paragraph 1,021 shall survive Closing, II. ASSUMED LIABILITIES 2,01, Except for the leases, storage agreements, or contracts listed in Exhibit C attached hereto and except as otherwise provided in this Agreement, Purchaser shall not assume any debt, accounts payable, liability, obligation, agreement, contract or lOA /'''11/ lease, nor any liability under local, State or Federal laws, of Seller, Seller shall retain liability for, and shall indemnify Purchaser against, any such liabilities of Seller. 2,02, To the extent that any of the obligations listed on Exhibit C , or any other obligations of Seller not related to the Operations, contain a provision calling for the granting of a discount or discounts on the purchase of merchandise at the ship's store or fueling station, Purchaser cannot and will not honor said arrangements, and Seller shall be responsible for assuming any liability in this regard, 2,03, It is the intent of the parties that, except for the specific liabilities and obligations described in Exhibit C, exclusive of any discount arrangements as stated, Purchaser shall not be liable for any other liabilities or obligations of Seller related in any way to the Operations or the Property whatsoever, whether fixed or contingent, known or unknown, liquidated or unliquidated, arising now or in the future, and Seller shall jointly and severally indemnify Purchaser against any and all such liabilities, Seller shall pay all liabilities and obligations not expressly assumed by Purchaser as of the Closing, Purchaser does not assume, and no transferee liability shall attach to Purchaser, with respect to any liabilities or obligations of Seller or related in any way to the Operations or the Property or actions of Seller, which are not specifically assumed by Purchaser pursuant to this Agreement, including, without limitation, liabilities arising in connection with the Operations and the activities of Seller prior to the Closing, The elimination of any risk of such transferee liability attaching to Purchaser is a primary inducement to Purchaser's entering into this transaction, in that Purchaser would not have entered into this transaction under circumstances where any such transferee liability would or might attach to Purchaser, The entire negotiations of the parties with respect to this transaction, including the purchase price, were based upon the assumption and agreement that Purchaser would not succeed to any liability or obligation of Seller, or related in any way to the Operations or the Property, except for those liabilities and obligations expressly assumed in Exhibit C, 2,04, In the event that any obligation listed on Exhibit C requires rents received to be prorated between Purchaser and Seller, unless acceptable alternative procedures are made, Purchaser shall receive such rents in total and remit Seller's share thereof to Seller as received, III. PURCHASE PRICE AND PAYMENT 3,01, The purchase price (the "Purchase Price") for the Property shall be Five Million, Four Hundred Eighty-Eight Thousand and no/100 Dollars ($5,488,000,00) (U,S, Currency) payable as follows: (a) Four Million, Seven Hundred Fifty Thousand and no/100 Dollars ($4,750,000,00) payable at Closing by wire transfer or County warrant from Purchaser to Seller. (b) Seven Hundred Thirty-Eight Thousand and no/100 Dollars ($738,000,00) payable at Closing as a charitable donation from Seller to Purchaser. 3,02, INTENTIONALLY DELETED, 3,03, At Closing, Purchaser shall deposit a portion of the Purchase Price, in the amount of Two Hundred Thousand and no/100 dollars ($200,000), in a segregated or dedicated interest bearing escrow account to be maintained and held by Stewart Title Guaranty Company, formerly known as Midwest Title Company, to be disbursed pursuant to Paragraphs 16,02 or 16,04 hereof. IV. CLOSING 4,01, The Closing of the transaction shall be held on or before December 31, 2008 unless extended by mutual written agreement of the parties hereto, The Closing shall be held at the Collier County Attorney's Office, Administration Building, 3301 Tamiami Trail East, Naples, Florida, The procedure to be followed by the parties in connection with the Closing shall be as follows: 4,011, Seller shall convey a marketable title to all elements of the Property free of any liens, encumbrances, exceptions, restrictions, or qualifications, Marketable title lOA I ! if shall be determined according to applicable title standards adopted by the Florida Bar and in accordance with Florida law, At the Closing, the Seller shall cause to be delivered to the Purchaser the items specified herein and the following documents and instruments duly executed and acknowledged, in recordable form: 4,0111, Warranty Deed in favor of Purchaser conveying title to the Property Described in Exhibit A-1 together with rights to all easements, agreements, and other rights appurtenant thereto, as specified in Paragraph 1,011 hereof, 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, (c) The Seller Lease, and the rights of the tenants and licensees listed on attached Exhibit C , (d) The parking easement described in Paragraph 9,04, below, 4,0112, Warranty Deed in favor of Purchaser conveying title to the Property Described in Exhibit A-2 together with rights to all easements, agreements, and other rights appurtenant thereto, as specified in Paragraph 1,012 hereof, 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, 4,0113, Easement in favor of Purchaser conveying rights to the Property described in Exhibit B-1 together with rights to all easements, agreements, and other rights appurtenant thereto, as specified in Paragraph 1,013 hereof, 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, 4,0114, Easement in favor of Purchaser conveying rights to the Property Described in Exhibit B-2 together with rights to all easements, agreements, and other rights appurtenant thereto, as specified in Paragraph 1,014 hereof, 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, 4,0115, Warranty Bill of Sale for furniture, fixtures, trade fixtures and equipment described in Paragraph 1 ,015(a), above, together with inventory and other goods held for re-sale determined in accordance with Paragraph 1,016, free and clear of all liens and encumbrances, 4,0116, Assignment of leases, storage agreements and other contracts listed on Exhibit C , together with all security deposits, pre-paid rents and storage fees attributable thereto, 4,0117, Grantor's Non-Foreign, Taxpayer Identification & "GAP" Affidavits 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. 4,0118, Public Disclosure Affidavits as required by Chapter 286, Florida Statutes, 4,0119, W-9 Forms, "Request for Taxpayer Identification and Certification" as required by the Internal Revenue Service, 4,01110, Closing Representative Statement. IDA 4,01111, Combined Purchaser-Seller Closing Statement. 4,01112, Such evidence of authority and capacity of Seller and its representatives to execute, acknowledge and deliver this Agreement, and all other documents as may be required to consummate the transaction contemplated hereby, as Purchaser's counsel and/or Purchaser's title company may reasonably determine, 4,01113, All documents and documentation required pursuant to Section VIII hereof, 4,01114 Such other documents and documentation as Purchaser's counsel may reasonably determine to be necessary for the transfer of those elements of the Property specified in Paragraph 1,015, subparagraphs (c) through (f) hereof, 4,01115, The Seller's executed counterpart of the Seller Lease, 4,012, At the Closing, the Purchaser, or its assignee, shall cause to be delivered to the Seller the following: 4,0121, A wire transfer or negotiable instrument (County warrant) in an amount equal to the Purchase Price, No funds shall be disbursed to Seller until the Title Company verifies that the state of the title to the Property has not changed adversely since the date of the last endorsement to the commitments, and the Title Company is irrevocably committed to issue the owner's title policies to Purchaser in accordance with the commitments immediately after the recording of the deeds and easements, 4,0122, Funds payable to the Seller representing the cash payment due at Closing in accordance with Section III hereof, shall be subject to adjustment for prorations, adjustment for the credit set forth in Paragraph 7,05 hereof, adjustment for sums to be paid under Paragraphs 1 ,015(b) and 1,016 hereof, and other adjustments as set forth herein, 4,0123, A Temporary Access Easement as referenced in Paragraph 1,017 hereof 40124, The Purchaser's executed counterpart of the Seller Lease, 40125, Combined Purchaser-Seller Closing Statement. 4,0126, Such documentation as may be necessary to evidence (for purposes of filing with the appropriate taxing bodies) the Seller charitable contribution under Paragraph 301 (b) and Paragraph 1,015(a), 4,02, 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 deeds and easements, 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 policies, issued pursuant to the commitments shall be paid by Purchaser. The cost of the title commitments, title search, and closing fees charged by Title Company shall also be paid by Purchaser. 4,03, Purchaser shall pay for the cost of recording the warranty deeds and easements, Real Property taxes shall be prorated based on the current year's tax with due allowance made for maximum allowable discount, homestead and any other applicable exemptions and paid by Seller. If Closing occurs at a date upon which the current year's millage is not fixed, taxes will be prorated based upon such prior year's millage. V, REQUIREMENTS AND CONDITIONS 5,01, 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: lOA I "" I 5,011, Purchaser has obtained, as of November 24, 2008, AL TA commitments for owner's title insurance policies (AL TA Form B-1970) covering real estate elements of the Property, together with hard copies of all exceptions shown thereon, In addition to Purchaser's rights in paragraph 5,013 hereof to notify Seller of title defects or objections based on a survey, Purchaser shall have until December 24, 2008 to notify Seller in writing if the title commitments contain exceptions for matters that are not acceptable to Purchaser, that title is unmarketable, or the title commitments require corrective action to be taken to make the title marketable, Seller shall have the right to cure such matters as provided in Paragraph 5,012 hereof and shall be obligated to cure, or permit payment of, any voluntarily created liens encumbering the Property at Closing, 5,012, If Purchaser shall fail to advise the Seller in writing of any such objections in Seller's title in the manner herein required by this Agreement, the title shall be deemed acceptable, Upon notification of Purchaser's objection to title, Seller shall have 30 days to remedy any such objections or defects in order to convey good and marketable title and Seller shall use its best efforts to do so in order to make title good and marketable, However, Seller's best efforts do not require that it payor satisfy any involuntarily created or suffered liens that it disputes, but Purchaser is not required to accept such involuntarily created or suffered liens, Seller shall be required to payor satisfy voluntarily created liens at closing, In the event Seller is unable to cure said objections within said time period, Purchaser, by providing written notice to Seller within seven (7) days after expiration of said thirty (30) day period, may accept title as it then is, waiving any objection; or Purchaser may terminate the Agreement or Purchaser and Seller may extend the Agreement by mutual written agreement of the parties hereto, 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 exceptions to title as shown in the title commitment. 5,013, 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 shall be made based upon any change to the total acreage referenced in Exhibits A-1, A-2, B-1 and B-2, if any. VI. APPRAISAL 6,01, Purchaser has obtained the required appraisals to determine the value of the Property pursuant to the requirements of Florida Statutes, s,125,355, VII. INSPECTION 7,01, Purchaser shall have until December 24, 2008, ("Inspection Period"), to determine through appropriate investigation that: 7,011, There are no abnormal drainage or environmental requirements to the development of the Property, 7,012, With the exception of the existing, single-walled Underground Storage Tank, the Property is in compliance with all applicable State and Federal environmental laws and the Property is free from any pollution or contamination, 7,013, The Property can be utilized for its intended uses and purposes for boat trailer and car parking, boat launch ramps, boat and trailer storage, waterfront and other park and recreational uses, a fueling facility, a ship's store, rest rooms, offices, a Manatee and 10,000 Islands educational center, and a fire station and emergency medical services facility 7,014, All structures and improvements on the property are sound, and all systems, fixtures and appliances are in good and safe operating condition, 7,015, The intended uses of the Property as a continuation of existing Operations and as a permanent fire station and emergency medical services facility is and will be permissible under existin9 zoning and planning regulations, lOA 7,02, If Purchaser is not satisfied, for any reason whatsoever, with the results of any investigation, Purchaser shall deliver to Seller, prior to the expiration of the Inspection Period, written notice of its intention to waive the applicable contingencies or to terminate this Agreement. If Purchaser fails to notify the Seller in writing of its specific objections as provided herein within the Inspection Period, it shall be deemed that the Purchaser is satisfied with the results of its investigations and the contingencies of Section VIII shall be deemed waived, In the event Purchaser elects to terminate this Agreement because of the results of its inspection and investigations, Purchaser shall deliver to Seller copies of all engineering reports, structural and systems inspection reports, and environmental and soil testing results commissioned by Purchaser with respect to the Property, 7,03, Purchaser and its agents, employees and servants shall, at their own risk and expense, have the right to go upon the Property at all reasonable times for the purpose of surveying and conducting site analyses, soil borings and all other necessary investigations and inspections, Purchaser shall, in performing such tests, investigations and inspections, use due care not to damage the property in any manner, Seller shall be notified by Purchaser no less than twenty-four (24) hours prior to any said inspection of the Property, 7,04, Seller acknowledges that the Purchaser, or its authorized agents, shall have the right to inspect the Property at any time prior to the Closing, and Seller shall assist Purchaser in obtaining tenants' cooperation in the performance of these inspections, 7,05, At Closing, Seller shall validly transfer to Purchaser the 20 Year Roof Membrane Limited Warranty received from Certainteed Commercial Roofing Systems dated September 23, 2006, Seller shall have no further liability regarding the physical condition of the Property, and Purchaser agrees, subject to the provisions of Paragraph 8,05 hereof, to accept the Property in its "as is" condition without warranty as to fitness or condition, 7,06, Prior to Closing, Seller shall ensure that the inoperable fire hydrants existing upon the Property are connected and operational and are capable of delivering reliable pressures and flows acceptable to the Ochopee Fire and Rescue District. VIII. POSSESSION, EXISTING LEASES AND AGREEMENTS, AND OCCUPANCY 8,01, Purchaser shall be entitled to full possession of the Property at Closing, excepting only those tenants in possession under those existing leases, storage agreements and contracts set forth in Exhibit C , and premises to be leased to Seller at the time of Closing in accordance with the Lease Agreement set forth in Exhibit E attached hereto and made a part hereof by reference, 8,02, At Closing, Seller shall execute, acknowledge and deliver to Purchaser, in recordable form, a valid and enforceable assignment of all of the aforesaid leases, storage agreements and contracts and the rents, taxes, storage fees and assessments associated therewith, Rents, taxes, storage fees, and assessments and other expenses pertaining to the Property shall be prorated between Seller and Purchaser at closing based upon the applicable period, and Seller shall be responsible for payment, at closing, of all taxes, assessments and other expenses pertaining to the Property up to and including the date of Closing, 8,03, At Closing, Seller shall pay over to Purchaser any and all security deposits and pre-paid rents and storage fees held on account of those tenants in possession as shown on Exhibit C , 8,04, Prior to December 24, 2008, Seller shall provide Purchaser with acceptable proof that all leases and storage agreements are in good standing and not in default and, specifically, that all tenants have procured and are maintaining policies of insurance as set forth in their leases or otherwise, and that the indemnities of said policies may be assigned to Purchaser as Landlord, Seller further agrees, prior to December 24, 2008, to permit Purchaser to inspect Seller's rental receipts (rent rolls) for the past two (2) years for all current tenants subject to written leases, and to review repair and maintenance records for the buildings and other improvements upon the property, and Purchaser's performance hereunder shall be contingent upon the acceptability of said inspection and review, 8,05, At the time of Closing, with the exception of those areas occupied in accordance with those leases, storage agreements and contracts set forth on Exhibits C and D , in lOA good standing, the Property will be delivered to Purchaser broom clean and free from all occupants, and their possessions, and the structures, systems and other improvements will be in the same condition as existed at the time of Purchaser's structural and systems inspections, reasonable wear and tear resulting from customary use and corrections to discovered defects excepted, 8,06, Without limitation of the foregoing, any boats, trailers, vehicles or other items existing on the property by virtue of storage agreements that are not in good standing shall be removed from the Property prior to Closing, and Seller shall assume all liability therefor. 8,07, Performance by Purchaser hereunder is conditioned upon a satisfactory determination and opinion from the Purchaser's counsel that Purchaser may assume all leases, storage agreements, and contracts set forth on Exhibit C, which said determination shall be made prior to December 24, 2008, 8,08, At or before Closing, Seller shall provide to Purchaser estoppel letters from all current tenants subject to written leases, including attornment provisions and in form and content acceptable to Purchaser's counsel. IX, ADDITIONAL CONTINGENCIES 9,01, Performance by Purchaser hereunder is contingent upon Purchaser's obtaining, prior to Closing and at Purchaser's sole cost and expense, the following items from Port of the Islands Community Improvement District: 9,011, A perpetual, non-exclusive easement for all purposes of vehicular and pedestrian access and ingress, including use by the general public, from the public right of way of US, Route 41 to the south boundary of the parcel described on Exhibit A-1, over the entire width of the right of way of Newport Drive, 9,012, Adequate assurances, by estoppel letter or otherwise, that sufficient Equivalent Residential Connections (ERC's) will be provided to Purchaser for existing uses and Operations plus uses as a fire station, irrespective of the location of the fire station upon the Property, all at no present or future cost to Purchaser. 9,02, Performance by Purchaser hereunder is contingent upon a determination, by Purchaser's counsel, that the rights attributable to the Property under that certain Reciprocal Parking Easement Agreement dated June 20, 2006 and recorded June 23, 2006 at O,R, Book 4060, Page 3149, Public Records of Collier County, Florida, run with the Property and will inure to the benefit of Purchaser after Closing, and that Purchaser will not thereby be subject to liabilities unacceptable to a public governmental entity without modification to said Reciprocal Parking Easement Agreement: 9,03, Performance by Seller hereunder is contingent upon the execution, by Seller and Purchaser, of that certain Lease Agreement set forth in Exhibit D attached hereto and incorporated herein by reference, which said Lease Agreement provides in pertinent part that Seller and/or Seller's assigns shall be allowed exclusive use of certain offices in the marina building for a period of nine (9) years following Closing at no cost to Seller other than the charges reflected in the Lease Agreement: 9,04, Performance by Seller is contingent upon Purchaser permitting Seller and/or Seller's assigns to retain perpetual exclusive use of six (6) parking spaces for purposes of loading and unloading, two (2) of said spaces to be located as conveniently as possible to each of the access ways to Docks A, B, and C of the Port of the Islands Marina Condominium at locations to be from time to time determined, and the provisions of this Paragraph 9,04 shall survive the Closing, 9,05, Performance by Purchaser is contingent upon Purchaser's ability to obtain all permits and licenses necessary to continue the Operations currently existing upon the Property without interruption, To aid in this endeavor, Seller agrees that Seller and certain members of Seller's staff shall be available to Purchaser to provide assistance and consultation during a transition period not to exceed two (2) months following Closing, In addition, if necessary, Seller agrees to continue Operations under Seller's lOA I' *~'f ; permits and licenses during this period for the benefit and account of Purchaser until Purchaser's permits and licenses are effective, all at no additional cost or expense to Purchaser, X, PRORATIONS 10,01, Ad valorem taxes and assessments due and payable on the Property at Closing shall be paid by Seller at Closing and prorated between the Seller and Purchaser, Seller shall further pay all 2008/2009 non-ad valorem taxes and assessments, 10,02, Rents, storage fees, and any other adjustments shall be prorated between the parties as of the date of Closing, with Seller being entitled to these items through the date of Closing and Purchaser being so entitled thereafter, XI. TERMINATION AND REMEDIES 11,01, If Seller shall have failed to perform any of the covenants and/or agreements contained herein which are to be performed by Seller, within ten (10) days of written notification of such failure, Purchaser may, at its option, terminate this Agreement by giving written notice of termination to Seller. Purchaser shall have the right to seek and enforce all rights and remedies available at law or in equity to a contract vendee, including the right to seek specific performance of this Agreement. 11,02, If Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated hereby or otherwise fails to perform any of the terms, covenants and conditions of this Agreement as required on the part of Purchaser to be performed, provided Seller is not in default, then as Seller's sole remedy, Seller shall have the right to terminate and cancel this Agreement by giving written notice thereof to Purchaser, and neither party shall have any further liability or obligation to the other. 11,03, The parties acknowledge that the remedies described herein and in the other provisions of this Agreement provide mutually satisfactory and sufficient remedies to each of the parties, and take into account the peculiar risks and expenses of each of the parties, XII, SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES 12,01, Seller and Purchaser represent and warrant the following: 12,011, 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, 12,012, 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, 12,013, The warranties set forth in this Section shall be true on the date of this Agreement and as of the date of Closing, 12,014, Seller represents that it has no knowledge of any actions, suits, claims, proceedings, litigation or investigations pending or threatened against Seller, at law, equity or in arbitration before or by any Federal, State, municipal or other governmental instrumentality that relate to this Agreement or any other property that could, if continued, adversely affect Seller's ability to sell the Property to Purchaser according to the terms of this Agreement. lOA 12,015, No party or person other than Purchaser has any right or option to acquire the Property or any portion thereof, excepting those portions subject to leases, storage agreements and contracts to be assumed or granted as detailed on Exhibits C and D hereto, 12,016, 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, 12,017, To the best of Seller's knowledge: Seller represents that there are no incinerators, septic tanks or cesspools on the Property; all waste, if any, is discharged into a community sanitary sewer system, Seller represents that it has no knowledge that any pollutants are or have been discharged from the Property, directly or indirectly into any body of water, Other than the Underground Storage Tank referenced in Section XVI hereof, Seller represents that, to the best of Seller's knowledge, the Property has not been used for the production, handling, storage, transportation, manufacture or disposal of hazardous or toxic substances or wastes, as such terms are defined in applicable laws and regulations, or any other activity that would have toxic results, and no such hazardous or toxic substances are currently used in connection with the Operations on the Property other than the sale of gasoline, and there is no proceeding or inquiry by any authority with respect thereto, Seller represents that it has no knowledge that there is ground water contamination on the Property or potential of ground water contamination from neighboring properties, Seller represents that, to the best of Seller's knowledge, no storage tanks for gasoline or any other substances are or were located on the Property at any time during or prior to Seller's ownership thereof, with the exception of the existing single- walled Underground Storage Tank and prior fuel tanks as disclosed to Purchaser, Seller represents that, to the best of Seller's knowledge, no part of the Property has been used as a sanitary landfill. 12,018, Seller has no knowledge that the Property and Seller's operations concerning the Property are in violation of any applicable Federal, State or local statute, law or regulation, or of any notice from any governmental body that has been served upon Seller claiming any violation of any law, ordinance, code or regulation or requiring or calling attention to the need for any work, repairs, construction, alterations or installation on or in connection with the Property in order to comply with any laws, ordinances, codes or regulation with which Seller has not complied, 12,019, To the best of Seller's knowledge, there are no unrecorded restrictions, easements or rights of way (other than existing zoning regulations) that restrict or affect the use of the Property, and there are no maintenance, construction, advertising, management, leasing, employment, service or other contracts affecting the Property, other than as specifically disclosed to Purchaser. 12,020, Seller has no knowledge that there are any suits, actions or arbitration, bond issuances or proposals therefor, proposals for public improvement assessments, pay-back agreements, paving agreements, road expansion or improvement agreements, utility moratoriums, use moratoriums, improvement moratoriums, administrative or other proceedings or governmental or quasi- governmental investigations or requirements, formal or informal, existing or pending or threatened which affect 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 12,021, Seller acknowledges and agrees that Purchaser is entering into this Agreement based upon Seller's representations stated above and on the understanding that Seller will not cause the zoning or physical condition of the Property to change from its existing state on the effective date of this Agreement up to and including the date of Closing, Therefore, Seller agrees not to enter into any contracts or agreements pertaining to or affecting the Property and not to do any act or omit to perform any act which would change the zoning or physical lOA condition of the Property or the governmental or quasi-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 or quasi- governmental authorities having jurisdiction of the development of the Property which may restrict or change any other condition of the Property, 12,022, At Closing, Seller shall deliver to Purchaser a statement (hereinafter called the "Closing Representative Statement") reasserting the foregoing representations as of the date of Closing, which provisions shall survive the Closing, 12,023, Seller 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; provided, however, that Seller's indemnity obligations hereunder are limited to environmental liability arising from the acts or omissions of Seller and its employees, This provision, and the rights of Purchaser hereunder, shall survive Closing and are not deemed satisfied by conveyance of title, 12,024. Any loss and/or damage to the Property between the date of this Agreement and the date of Closing shall be Seller's sole risk and expense, XIII. NOTICES 13,01 Any notice, request, demand, instruction or other communication to be given to either party hereunder shall be in writing, sent by registered or certified mail, or overnight delivery service, return receipt requested, postage and fees prepaid, addressed as follows; If to Purchaser: Gary Bigelow Real Property Management Building W, Facilities Management 3301 Tamiami Trail East Naples, Florida 34112 With a copy to: Jennifer A Belpedio, Esquire Assistant County Attorney Office of the County Attorney Administration Building 3301 Tamiami Trail East Naples, Florida 34112 If to Seller: James Shucart 2614 Tamiami Trail North, Suite 700 Naples, FL 34103 Christopher Shucart 2614 Tamiami Trail North, Suite 615 Naples, FL 34103 With a copy to: Will J, Dempsey, Esquire Cheffy, Passidomo, Wilson & Johnson, LLP 821 Fifth Avenue South, Suite 201 Naples, FL 34102 lOA 13,02, The addressees and addresses 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 addresses or addressees only, unless and until such written notice is received, the last addressee and respective address stated herein shall be deemed to continue in effect for all purposes, For purposes of notice requirements herein, notice shall be deemed given upon receipt. XIV, REAL ESTATE BROKERS 14,01, Any and all brokerage commissions or fees shall be the sole responsibility of the Seller, Seller shall indemnify Purchaser and hold Purchaser harmless from and against any claim or liability for commission or fees to any broker or any other person or party claiming to have been engaged by Seller as a real estate broker, salesman or representative, in connection with this Agreement. Seller agrees to pay any and all commissions or fees at closing pursuant to the terms of a separate agreement, if any, XV, MISCELLANEOUS 15,01, This Agreement may be executed in any number of duplicate original counterparts which together shall constitute the agreement of the parties, 15,02, 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 trustees, and assignees whenever the context so requires or admits, 15,03, Any amendment to this Agreement shall not bind any of the parties hereto 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, 15,04, 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, 15,05, 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, 15,06, 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, 15,07, 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, 15,08, 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, 15,09, 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 the Purchaser. 15,10, This Agreement is governed and construed in accordance with the laws of the State of Florida, 15,11, This Agreement will be effective as of the date of Purchaser's execution of this Agreement. IDA I XVI. UNDERGROUND STORAGE TANK RESPONSIBILITIES 16,01 As soon as practicable following Closing, and prior to December 31, 2009, the Purchaser shall, at its own cost and expense, estimated to be in the amount of Two Hundred Thousand and no/100 Dollars ($200,000), excavate and replace the existing single-walled Underground Storage Tank in accordance with all Florida laws and regulations, 16,02, At the time of said excavation and replacement, should it be determined that no remediation of soil and ground water contamination resulting from the existing Underground Storage Tank is required, all funds held in escrow pursuant to Paragraph 3,03 hereof, together with accrued interest, shall be paid over to Seller, 16,03, At the time of said excavation and replacement, should it be determined that remediation of soil and ground water contamination resulting from the existing Underground Storage Tank is necessary or required under Florida laws and regulations, Seller shall reimburse Purchaser for any and all costs associated with such remediation, including periodic monitoring, in an amount not to exceed Two Hundred Thousand and no/100 Dollars ($200,000) plus accrued interest. 16,04, Funds held in escrow pursuant to Paragraph 3,03 hereof, together with accrued interest, shall be used to satisfy Seller's obligations under Paragraph 16,03, As expenses are incurred under Paragraph 16,03, payments to the Purchaser shall be made from the funds so held, At such time that Purchaser obtains written approval from the Florida Department of Environmental Protection (FDEP) that remediation complies with Florida laws and regulations, and that no further monitoring activities are required, any remaining funds held, together with accrued interest, shall be paid over to the Seller, 16,05, Following disbursement pursuant to Paragraphs 16,02 or 16,04 hereof, Seller and Purchaser shall have no further obligation to one another resulting from the provisions of this Section XVI. 16,06, The terms and provisions of this Section XVI constitute agreed-upon instructions to the Escrow Agent for disbursement of the escrowed funds and shall survive closing, XVII. ENTIRE AGREEMENT 17,01, This Agreement and the Exhibits attached hereto contain the entire agreement between the parties, and no promise, representation, warranty or covenant not included in this Agreement or any such referenced agreements has been or is being relied upon by either party, No modification or amendment of this Agreement shall be of any force or effect unless made in writing and executed and dated by both Purchaser and Seller. IN WITNESS WHEREOF, the parties hereto set forth hands and seals as of the date first above written, Date Project/Acquisition Approved by BCC: AS TO PURCHASER: DATED: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA ATTEST: DWIGHT E, BROCK, Clerk , Deputy Clerk BY: Tom Henning, Chairman AS TO SELLER: DATED: {;'),';o Cf? WITNESSES: C:i?te? (Sig at re) / III)!!:? ~vt;5 CL-e- (Pr' ed Name) 6-ec...o ~J WITNESSES: "'" j ?l-.iL._ (Signature)' fI J41"c, f: US$" e '-'- , ted Name) Z-Ot-.J (Printed Name) AS TO SELLER: DATED: /;)../1/ /~ ~ WITNESSES: - (~Z~ .~ tfA/V~ T2 /)<; S eLL Name) lOA THE ISLANDS MARINA, LLC, a Florida limited liability company 6vC~ .0\ -1 Christopher Shucart, Manager PORT OF THE ISLANDS PROPERTIES, LLC, a Florida limited liability company a;~~~ ,,~ dnY (5; '1""':7:! ~A-f 6-e'LDW (Printed Name) \ BY: C 1. ~ \ - \ Christopher Shucart, Manager P'/~ __ - (Signature) 1Yi9A1C j? ()C;~~ U- (Printed Name) Approved as to form and legal sufficiency: \(}A()~ JenniPer A, Belpedi Assistant County Attorney lOA"'r --' Z o ..... 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Ol Z-<("'e 0l.....0... z 0 a. ~~ ." . , w ~ ~ w > ~ o > (9~ ~g ZZ ~Vi a::~ <>" ~~s i~ (f)_en Cl <Cc.9Zcju l: OZOZtJ?: UUJU_"'tJ: ~;; z "'- w< "'~ "< ~e ~ 000 ~~ ~~ o , "'~ ~'O o~ -< ~Z .1 SHEET 1 Of1 fiLE NO.; 06.4 lOA EXHIBIT C Page 1 of 3 Schedule of Leases, Storage Agreements and Contracts to be Assumed Leases: Suite No, 3 (Co-Tenant) Tenant: Principal: Address: Use: Rent: (upland share): Utilities: Security Deposit: (upland share) Prepaid Rent: (upland share) Termination: Renewal: Remarks: Performance Mobile Marine of Naples, Inc, Richard Law 775 17'h Street SW, Naples, Florida 34117 Office space for boat rentals $450,OO/month - $468,00 as of December 1, 2008 $45,OO/month electrical service $450,00 $450,00 last month rent November 30, 2009 Option for two years: to November 30, 2011 Monthly rates increase by 4% on December 1 ,t of each year Suite No, 3 (Co-Tenant) Tenant: Principal: Address: Use: Rent: (upland share): Utilities: Security Deposit: (upland share) Prepaid Rent: (upland share) Termination: Renewal: Remarks: The Boat Club, Inc, William R, Minder 760 14'h Avenue NW, Naples, Florida 34120 Office for operation of private membership boat club $450,00/month - $468,00 as of December 1, 2008 $45,00/month electrical service $450,00 $450,00 last month rent November 30,2009 Option for two years, to November 30, 2011 Monthly rates increase by 4% on December 1" of each year Storage Agreements and Contracts: Name: Address: Telephone: Prepaid Annual Rent: Term: Aaron C, Winans 2011 Gulf Shore Boulevard N, Naples, Florida 34102 859-533-6946, cell: 859-533-2709 $1,500,00 February 5, 2008 - February 5, 2009 Name: Address: Telephone: Prepaid Annual Rent: Term: Frank Keller 7640 Oldfield Road, Crestline, Ohio 44827 419-683-4960, cell: 419-295-2361 $1,375,00 March 31, 2008 - March 30, 2009 Name: Address: Telephone: Prepaid Annual Rent: Term: Gordy Torgerson 302 Newport Drive, No, 1512, Naples, Florida 34114 239-389-0973, cell: 612-597-7758 $1,500,00 January 1, 2008 - January 1, 2009 Name: Address: Telephone: Prepaid Annual Rent: Term: Jeff Biery P,O, Box 279, Damascus, Ohio 330-537-2021, cell: 330-429-1481 $1,375,00 April 2, 2008 - April 1, 2009 Name: Address: Telephone: Prepaid Annual Rent: Term: Joe Bivona 194 Newport Drive, Naples, Florida 34114 239-394-7206, cell: 860-778-3474 $1,300,00 May 2, 2008 - May 1, 2009 Name: Address: Telephone: Prepaid Annual Rent: Term: Name: Address: Telephone: Prepaid Annual Rent: Term: Name: Address: Telephone: Prepaid Annual Rent: Term: Name: Address: Telephone: Prepaid Annual Rent: Term: Name: Address: Telephone: Prepaid Annual Rent: Term: Name: Address: Telephone: Prepaid Annual Rent: Term: Name: Address: Telephone: Prepaid Annual Rent: Term: Name: Address: Telephone: Prepaid Annual Rent: Term: Name: Address: Telephone: Prepaid Annual Rent: Term: Name: Address: Telephone: Prepaid Annual Rent: Term: IDA Iff EXHIBIT C Page 2 of 3 John Javor 25054 Peacock Lane, No, 202, Naples, Florida 34114 239-331-7478 $1500,00 November 1, 2008 - November 1, 2009 John J, Robison 10425 SW 52nd Terrace, Miami, Florida 33165 305-279-3589, cell: 786-236-7165 $1,500,00 September 10,2008 - September 9,2009 Martin McAlpine Sunrise Cay, Bldg, 237, No, 102, Naples, Florida 239-394-6088, cell: 763-682-5367/612-720-7979 $1,200,00 March 5, 2008 - March 4, 2009 Ed Gubanich 4100 Daglia Street, Denver, Colorado 80216 303-377-5166 $1,37500 July 1, 2008 - June 30, 2009 Martin P, Hussey 4915 Rattlesnake Hammock Road, No, 102, Naples, Florida 34113 $1,500,00 March 24, 2008 - March 23, 2009 Robert Streck 10 Homestead Lane, East Hampton, New York 11937 239-417-0666, cell: 631-324-5742 $1,375,00 May 2, 2008 - May 1, 2009 Steven Wilkerson 954-928-0408, cell: 954-850-4072 $1,500,00 February 19, 2008 - February 19, 2009 Ted Townsend 117 Newport Drive, Naples, Florida 34114 $1,475,00 May 16, 2008 - May 15, 2009 Victor G, Santamarina 2330 Queens Way, Naples, Florida 34112 239-530-1705, cell: 239-272-9458 $1,375,00 April 12, 2008 - April 11, 2009 William B, Ansley 278 Newport Drive, No, 201, Naples, Florida 34114 720 Carson Valley, Duncansville, Pennsylvania 16635 814-695-9817, cell: 814-932-9817 $1,375.00 April 1, 2008 - April 1, 2009 Name: Address: Telephone: Prepaid Annual Rent: Term: Name: Address: Telephone: Prepaid Annual Rent: Term: EXHIBIT C Page 3 of 3 William 0, Nelson P,Q, Box 217, Stone Lake, Wisconsin 54876 715-579-1100 $1,200,00 May 23, 2008 - May 23, 2009 Mike Trepanier 14690 SW 156th Avenue, Miami, Florida 33196 305-803-0359 $1,500,00 June 28, 2008 - June 27, 2009 IDA EXHIBIT D Page I of 6' IDA ~ Lease # LEASE AGREEMENT THIS LEASE AGREEMENT entered into this ~ day of December, 2008, between The Islands Marina, LLC and Port of the Island Properties, LLC, whose mailing address is 2614 Tamiami Trail North, Suite 615, Naples, Florida 34103, hereinafter referred to as "LESSEE," and COLLIER COUNTY, a political subdivision of the State of Florida, whose mailing address is 3301 East Tamiami Trail, Naples, Florida 34 112, hereinafter referred to as "LESSOR," WITNESSETH In consideration of the mutual covenants contained herein, and other valuable consideration, the parties agree as follows: ARTICLE I. Demised Premises LESSOR hereby leases to LESSEE and LESSEE hereby leases from LESSOR Suites # 1 and #2 located at 525 Newport Drive, Naples, Florida 34114, which is further described in Exhibit "A," and which is attached hereto and made a part of this Lease, hereinafter called the "Demised Premises," situated in the County of Collier and the State of Florida, for the sole purpose of operating a marina sales and property management office, ARTICLE 2, Term of Lease LESSEE shall have and hold the Demised Premises for a term of nine (9) years, commencing on January 1,2009 and ending nine (9) years from that date, LESSOR reserves the right to terminate this Lease, upon material default by Lessee, by providing LESSEE with sixty (60) days written notice to the address set forth in Article 14 of this Lease, Said notice shall be effective upon placement of the notice in an official depository of the United States Post Office, Registered or Certified Mail, Postage Prepaid, ARTICLE 3, Rent LESSEE hereby covenants and agrees to pay as rent for the Demised Premises the sum of One Dollar and 00/1 00 Cents ($1,00) per annum, The rent for the entire lease term shall be paid in full thirty (30) days following the execution of this Lease by LESSOR, ARTICLE 4, Other Expenses and Charges LESSEE shall pay all costs associated with telephone and any communications service as well as janitorial services rendered at the Demised Premises, LESSOR shall have no obligation to provide any of the aforementioned services to the Demised Premises, LESSEE shall pay a monthly fee of Ninety Dollars ($90,00) to LESSOR at the address set forth in this Lease, for electrical service, ARTICLE 5, Modifications to Demised Premises Prior to making any changes, alterations, additions or improvements to the Demised Premises, LESSEE will provide to LESSOR all proposals and plans for alterations, improvements, changes or additions to the Demised Premises for LESSOR'S written approval, specifYing in writing the nature and extent of the desired alteration, improvement, change, or addition, along with the contemplated starting and completion time for such project. LESSOR or its designee will then have sixty (60) days within which to approve or deny in writing said request for changes, improvements, alterations or additions, LESSOR shall not unreasonably withhold its consent to required or appropriate alterations, improvements, changes or additions proposed by LESSEE, If after sixty (60) days there has been no response from LESSOR or its designee to said proposals or plans, then such silence shall be deemed as a denial to such request to LESSEE, LESSEE covenants and agrees in connection with any maintenance, repair work, erection, construction, improvement, addition or alteration of any authorized modifications, additions or improvements to the Demised Premises, to observe and comply with all then and future applicable laws, EXHIBIT 0 Page ;z. of r lOA ~ ordinances, rules, regulations, and requirements of the United States of America, State of Florida, County of Collier, and any and all governmental agencies, LESSEE may install signage on the extcrior of the Demised Premises, provided that such signage is consistent with the style and quality of existing signage and accords with applicablc laws and regulations, All alterations, improvements and additions to said Demised Premises shall at once, when made or installed, be deemed as attached to the freehold and to have become property of LESSOR, Prior to the termination of this Lease or any renewal term thereof, or within thirty (30) days thereafter, if LESSOR so directs, LESSEE shall promptly remove the additions, improvements, alterations, fixtures and installations which were placed in, on, or upon the Demised Premises by LESSEE, and repair any damage occasioned to the Demised Premises by such removal; and in default thereof, LESSOR may complete said removals and repairs at LESSEE'S expense, LESSEE covenants and agrees not to use, occupy, suffer or permit said Demised Premises or any part thereof to be used or occupied for any purpose contrary to law or the rules or regulations of any public authority, ARTICLE 6, Access to Demised Premises LESSOR, its duly authorized agents, representatives and employees, shall have the right after reasonable notice to LESSEE, to enter into and upon the Demised Premises or any part thereof at all reasonable hours for the purpose of examining the same and making repairs or providing services therein, and for the purposes of inspection for compliance with the provisions of this Lease Agreement. ARTICLE 7. Assignment and Subletting LESSEE covcnants and agrees not to sublet any part of the Demised Premises, or to pennit any other persons to occupy same without the written consent of LESSOR, LESSEE may assign its rights hereunder with the prior consent of LESSOR, which consent shall not be unreasonably conditioned, withheld, or delayed, Any such assignment or subletting, even with the consent of LESSOR, shall not relieve LESSEE from liability for payment of rent or other sums herein provided or from the obligation to keep and be bound by the terms, conditions and covenants of this Lease, The acceptance of rent from any other person shall not be deemed to be a waiver of any of the provisions of this Lease or to be consent to the assignment of this Lease or subletting of the Demised Premises, ARTICLE 8, Indemnity LESSEE, in consideration of Ten Dollars ($10,00), the receipt and sufficiency of which is hereby acknowledged, shall indemnify, defend and hold harmless LESSOR, its agents and employees from and against any and all liability (statutory or otherwise), damages, claims, suits, demands, judgments, costs, interest and expenses (including, but not limited to, attorneys' fees and disbursements both at trail and appellate levels) arising, directly or indirectly, from any injury to, or death of, any person or persons or damage to property (including loss of use thereof) related to (A) LESSEE'S use of the Demised Premises, (B) any work or thing whatsoever done, or any conditions created (other than by LESSOR, its employees, agents or contractors) by or on behalf of LESSEE in or about the Demised Premises, (C) any conditions of the Demised Premises due to or resulting from any default by LESSEE in the perfonnance of LESSEE'S obligations under this Lease, or (D) any act, omission or negligence of LESSEE or its agents, contractors, employees, subtenants, licensee or invitees, In case any action or proceeding is brought against LESSOR by reasons of anyone or more thereof, LESSEE shall pay all costs, attorneys' fees, expenses and liabilities resulting therefrom and shall defend such action or proceeding if LESSOR shall so request, at LESSEE'S expense, by counsel reasonably satisfactory to LESSOR, The LESSOR shall not be liable for any injury or damage to person or property caused by the elements or by other persons in the Demised Premises, or from the street or sub-surface, or from any other place, or for any interference caused by operations by or for a governmental authority in construction of any public or quasi-public works, The LESSOR shall not be liable for any damages to or loss of, including loss due to petty theft, any property, occurring on the Demised Premises or any part thereoI~ and the LESSEE agrees to hold the LESSOR harmless from any claims for damages, except where such damage or injury is the result of the gross negligence or willful misconduct of the LESSOR or its employees, 2 EXHIBIT [) Page 3 of 5 lOA 1 ARTICLE 9, Insurance LESSEE shall provide and maintain general liability and property liability insurance policy(ies) pursuant to the provision of the Florida Insurance Risk Management Trust Fund and pursuant to the provisions of Section 768,28, Florida Statutes, during the tenn of this Agreement. In addition, LESSEE shall provide and maintain Worker's Compensation Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws, The coverage shall include Employer's Liability with a minimum limit of One Hundred Thousand Dollars and No/1 00 Cents ($100,000,00) each accident. Evidence of such insurance shall be provided to the Collier County Risk Management Department, 3301 East Tamiami Trail, Administration Building, Naples, Florida, 34112, for approval prior to the commencement of this Lease Agreement; and shall include a provision requiring thirty (30) days prior written notice to Collier County c/o County Risk Management Department in the event of cancellation or changes in policy(ies) coverage, The LESSEE acknowledges and agrees that no changes or cancellations to the insurance coverage will occur without thirty (30) days prior written notice to LESSOR, LESSEE shall ensure that LESSEE'S insurance provider will be responsible for notiJying the LESSOR directly of any changes related to insurance coverage, LESSEE shall also ensure that the insurance coverage provided in accordance with this agreement shall require that the company or companies writing such insurance policy(ies) shall provide to LESSOR written notice of cancellation thirty (30) days prior to the proposed cancellation, LESSOR reserves the right to reasonably amend the insurance requirements by issuance of notice in writing to LESSEE, whereupon receipt of such notice Lessee shall have thirty (30) days in which to obtain such additional insurance, ARTICLE 10, Maintenance LESSEE shall keep the Demised Premises clean at all times at its sole cost and expense, ARTICLE II. Default bv LESSEE Failure of LESSEE to comply with any provision or covenant of this Lease shall constitute a default and LESSOR may, at its option, tenninate this Lease after providing written notice to LESSEE, as specified in Article 2 of this Lease, unless the default be cured within the sixty (60) day notice period (or such additional time as is reasonably required to correct such default), ARTICLE 12, Default by LESSOR LESSOR shall in no event be charged with default in the performance of any of its obligations hereunder unless and until LESSOR shall have failed to perfonn such obligations within thirty (30) days (or such additional time as is rcasonably required to correct such default) after notice to LESSOR by LESSEE properly specifying wherein LESSOR has failed to perform any such obligations, ARTICLE ]3, Notices Any notice which LESSOR or LESSEE may be required to give to the other party shall be in writing to the other party at the following addresses: LESSOR: LESSEE: Board of County Commissioners c/o Real Property Management Building'W' 3301 East Tamiami Trail Naples, Florida 34 112 James and Christopher Shucart The Islands Marina, LLC and Port of the Island Properties, LLC 2614 Tamiami Trail North Suite 615 Naples, Florida 34 I 03 cc: Office of the County Attorney ARTICLE 14, Surrender of Premises LESSEE shall deliver up and surrender to LESSOR possession of the Demised Premises at the termination of this Lease, or its earlier termination as herein provided, broom clean and in as good condition and repair as the same shall be at the commencement of the term of this Lease or may have 3 EXHIBIT f) Page '1 of 5 lOA .~~ been put by LESSOR or LESSEE during the continuance thereof, ordinary wear and tear and damage by fire or the elements beyond LESSEE'S control excepted, ARTICLE 15, General Provisions LESSEE expressly agrees for itself, its successor and assigns, to refrain from any use of the Demised Premises which would interfere with or adversely affect the operation or maintenance of LESSOR'S standard operations where other operations share common facilities, (a) Rights not specifically granted the LESSEE by this Lease are hereby reserved to the LESSOR, (b) LESSEE agrees to pay all sales tax imposed on the rental of the Demised Premises where applicable under law, (c) LESSEE agrees to pay all intangible personal property taxes that may be imposed due to the creation, by this Lease, of a leasehold interest in the Demised Premises or LESSEE'S possession of said leasehold interest in the Demised Premises, ARTICLE 16, Environmental Concerns LESSEE represents, warrants and agrees to indemnity, reimburse, defend and hold harmless LESSOR, from and against all costs (including attorneys fees) asserted against, imposed on or incurred by LESSOR 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. ARTICLE 17, Radon Gas In compliance with Section 404,056, Florida Statutes, all parties are hereby made aware of the following: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time, Levels of radon that exceed federal and state guidelines have been found in buildings in Florida, Additional infonnation regarding radon and radon testing may be obtained from your County Public Health Department. ARTICLE 18, Extent of Liens All persons to whom these presents may come are put upon notice of the fact that the interest of the LESSOR in the Demised Premises shall not be subject to liens for improvements made by the LESSEE, and liens for improvements made by the LESSEE are specifically prohibited from attaching to or becoming a lien on the interest of the LESSOR in the Demised Premises or any part of either. This notice is given pursuant to the provisions of and in compliance with Section 713,10, Florida Statutes, ARTICLE 19, Effective Date This Lease shall become effective on January 1,2009, ARTICLE 20, Governing Law This Lease shall be governed and construed in accordance with the laws of the State of Florida, IN WITNESS WHEREOF, the parties hereto have hereunder set forth their hands and seals, AS TO THE LESSOR: DATED: ATTEST: DWIGHT E, BROCK, Clerk BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA , Deputy Clerk BY: TOM HENNING, Chairman 4 EXHlplT [) Page of I:t' J,OA F~ AS TO LESSEE: The Islands Marina, LLC and Port of the Island Properties, LLC DATED: WITNESS (signature) BY: JAMES SHUCART (print name) WITNESS (signature) (print name) BY: CHRISTOPHER SHUCART WITNESS (signature) (print name) WITNESS (signature) (print name) Approved as to form and legal sufficiency: Jennifer A, Belpedio, Assistant County Attorney 5 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP IrClJA, TO ACCOMPANY ALL ORIGINAL DOCUMENTs SENT TO TEE BOARD OF COUNTY COMl\1ISSIONERS OFFICE FOR SIGNATURE , I'!im em pink popel'. AaDch III original d~' Original "~-.. olIoaJd be !wid dallvered to l!le Board Oftic:e.. ~camp/ell:d """"'I slip Olld origiDal "~-"uelllbdn..ded.IDl!leBaud.Ollil:ocmly!l!!l:l!leBaud.hut1J."uoliQll.""l!lei__) , . , ,'" . . ROUTING SLIP ' , . ..Olmp""" raadng liDa 'llbrough t4 as ~ filr Iddl.limaIsi-. dat<:s, _oriufcmwicm IIlOCdt:d..If l!le ".......;,~;is oIn:ldy CODlplOlll widll!le ot'l!le n' 's' dmr ,line lhmIl _ _.\ d1rou #4, _l!le c:becldisl; md linard III S... IiIsoD 15). Route to Addressee(s) , Office Initials Date (Lisrin 'order) ':,,,_ 1. PRIMARY CONTACT, INFORMA nON (The primary ClllltICI: is l!le _of l!le oriFmi doc:lImcI1lpeading Bee approval. NormaJIy l!le primary """"'" is the pOl3011 wbo ~ l!le _ve """'""'Y. Primary __ iDfarmaliem is _ in l!le ov=t 0llC at l!le _... llbove, iDc:ludiDI Sue I'ilsoll, IICO:d '" c.cm=mfffilrlddl.limal or missing iafcxmalioa. All orisiDal doc:lImcI1.. _I <lie Bee Chairol;m', sip_".. '" be dcJlvered to l!le Bee ot'Iicc cmly atlcr l!le BCC hu _ID approve the i-.l Name of Primary Staff ConlllCt Agenda Dare Item WlIS ved b the BCC Type of Document Amlched ".... 2. 3. 4. 5. Sue FIlson, Executive Manager Board of'County Commissioners 6. Minutes and Records Clerlc of Court's Office Phone Number I;I!.. W--J /2./1 C4/~OOI! I~~ ft 3 Number of Original Documents Amlched Agenda Item Number INSTRUcnONS & CHECKLIST Initial the Yes column or mark "NI A" in the Not Applicable column. whichever is I.. Original docnment has bc=n signedl'mitialed lbr legal sUfficiency. (All documents 10 be signed by the Chairman, with the exception of most letters; must be reviewed and signed tiy the Oflic:e of the County At1DrDey. This includes signature pages from on:linm:es, resolutions. etc. signed by the County AJ1rJm:y's OfIice and signature pages from contracts. 1.ST""""-03. etc. that have been fully cxccuted by all parties except the BCC 0Wrman and Clerk to the Board and I Slate Officials.) 2. All handwrittcn,strike-through and. revisioDs have been initialed by the County A;tDrney.' s 0fIic:c and all other . es the BCe CbaiIman and. the Clerk 10 the Board 3. The Chair:Ipan's sigDature!iDe date has been entered as the date ofBCe approval of the doc:nmcnt or the fina1 DC . contr:Ld: date wbicbcver is licable. 4. -Sign here" tabs arc placed on the appropriate pages indicating where the Chairman' s si and initia1s arc S. In Iilost cases (some COIllraClS axe an exception), the origina1 docnmeDt and this routing slip should be provided to Sue Filson in the BCC office within 24 hours of Bee approval. Some tlN,""..."ts arc time sensitive and require l"orwa:ding 10 T.n.h..sec within a certain time frame or the BCC's actions arc nullified. Be aware of our dcad1ines! 6. The doCIUIIeDt was approved by the BCe on 0, D (enter date) and all cbaDges made during the meeting have been incorporated in the attadled document. The Coun Alto s Offtce has reviewed the es, If a licablc. ." Yes N1A(Not (Initial) licablc) ,,J!w ,.' ~ _ Coouty _ acc _ Origiul!locmmllus Routing Slip WWS Original9,Q3.04. RevUe<! 1.16.03, RevUcd 2.24,a~ MEMORANDUM Date: December 30, 2008 To: Gary Bigelow, Property Acquisition Specialist From: Martha Vergara, Deputy Clerk Minutes & Records Department Re: IRS Forms 8283 Enclosed please find one(l) original of the document referenced above, (Agenda Item #10A), which was adopted by the Board of County Commissioners on Tuesday, December 16, 2008. Please forward a fully executed and recorded original to the Minutes and Records Department. If you should have any questions, please contact me at 252-7240. Thank you. Enclosure lOA lOA Re: Port of the Islands Marina/IRS Forms 8283 Dear Commissioner Henning: Good morning, These items were previously submitted and executed by you without the Appraiser's signature, The Sellers had their Appraiser execute an additional set of the IRS Form 8283 before we could present your signed copies to the Sellers for their due diligence, Since their Appraiser has left for an extended vacation, would you please re-sign the attached 8283 forms, I have also included the previous signed versions for your reference, I regret the inconvenience of your valuable time in this matter, and appreciate your kind assistance, If you have any further questions, please feel free to contact me at your convenience, Thank you very much and Happy New Year. Sin::~,-~~ ~ Bi9~IO~~.7 Property Acquisition Specialist Real Property Management lOA Fo,m 8283 Noncash Charitable Contributions OMS No. 1545-0908 (Rev. December 2006) ~ Attach to your tax return if you claimed a total deduction of over $500 for all contributed property. .. See separate instructions. Attachment Sequence No. 155 Department of the Treasury Internal Revenul:tServlce Name(s) shown on your income tax return Identifying number PORT OF THE ISLANDS PROPERTIES LLC 20.2867341 Note. Figure the amount of your contribution deduction before completing this form. See your tax return instructions. _ Section A. Donated Property of $5,000 or Less and Certain Publicly Traded Securities-list in this section only items (or groups of similar items) for which you claimed a deduction of $5,000 or less, Also, list certain publicly traded securities even if the deduction is more than $5,000 (see instructions), Information on Donated Property-If you neecU:11.Clr" space, attach a_statement. IDII 1 (a) Name and address of the donee organization .1 (b) Description at donated property (For a donated vehicle, enter the year, make, model, condition, and mileage, -..--.-L and attach Form 1098-C if required.) ! ! A B C -j- -+- D E i Note. If the amount you claimed as a deduction for an item is $500 or less, you do not have to complete columns (d), (e), and (t). (e) Date of the (d) Date acquired (e) How acquired + (f) Donor'~ co..".'t I (g) Fair market value (h) Method used to determine contribution by donor (mo., yr.) by donor or adjusted baSIS (see Instructions) the fair market value -..-..--..-.---- ---....,- - -I - Partial Interests and Restricted Use Property-Complete lines 2a through 2e if you gave less than an entire interest in a property listed in Part I. Compiete lines 3a through 3c if conditions were placed on a contribution listed in Part I; also attach the required statement (see instructions). 2a Enter the letter from Part I that identifies the property for which you gave less than an entire interest .... If Part II applies to more than one property, attach a separate statement. b Total amount claimed as a deduction for the property listed in Part I: (1) For this tax year .... (2) For any prior tax years .... c Name and address of each organization to which any such contribution was made in a prior year (complete only if different from the donee organization above): Name of charitable organization (donee) Address (number, street, and room or suite no.) City or town, state, and ZIP code d For tangible property, enter the place where the property is located or kept .... e Name of any person, other than the donee organization, having actual possession of the property .... 3a Is there a restriction, either temporary or permanent, on the donee's right to use or dispose of the donated property? b Did you give to anyone (other than the donee organization or another organization partiCipating with the donee organization in cooperative fundraising) the right to the income from the donated property or to the possession of the property, including the right to vote donated securities, to acquire the property by purchase or otherwise, or to designate the person having such income, possession, or right to acquire? . c Is there a restriction limitin the donated property for a particular use? Yes No i For Paperwork Reduction Act Notice, see separate Instructions. Cat. No. 62299J Form 8283 (Rev. 12-2006) tQl~ I~' Form 8283 (Rev. 12-2006) Name(s) shown on your income tax return Page 2 Identifying number PORT OF THE ISLANDS PROPERTIES LLC 20-2867341 Section B. Donated Property OVer $5,000 (Except Certain PUblicly Traded Securities)-List in this section only items (or groups of similar items) for which you claimed a deduction of more than $5,000 per item or group (except contributions of certain publicly traded securities reported in Section A). An appraisal is generally required for property listed in Section B (see instructions). Im:I Information on Donated Property_ To be c()mpleted ~the taxpayer and/or the appraiser, 4 Check the box that describes the type of property donated: o Art* (contribution of $20,000 or more) [J Qualified Conservation Contribution D Art. (contribution of less than $20,000) [JJ Other Real Estate o Collectibles" 1-] Intellectual Property o Equipment D Securities o Other "Art includes paintings, sculptures, watercolors, prints, drawings, ceramics, antiques, decorative arts, textiles, carpets, silver, rare manuscripts, historical memorabilia, and other similar objects. "Collectibles include coins, stamps, books, gems, jewelry, sports memorabilia, dolls, etc., but not art as defined above. Note. In certain cases, you must attach a qualified appraisal of the property. See instructions. 5 (a) Description of donated property (if you need (bllf tangible property was donated, give a brief summary of the overall Ie) Appraised fair more space, attach a separate statement) physical condition of the property at the time of the gift market value A LAND 46,800 00 _E!. -- ______ ._.~n______~____ - C --_.-- ---------, D ----- (d) Date acquired lei How acquired (1) Donor's cost or (g) For bargain sales, enter See instructions by donor (me.. yr.) by donor adjusted basis amount received (h) Amount claimed as a (l) Average trading price deduction of securltles A 6/15/2005 PURCHASE 25,638 00 46,800 00 B , C D ,- -- . . Taxpayer (Donor) Statement-List each item included in Part i above that the appraisal identifies as having a value of $50D or less, See instructions, I declare that the following item(s) included in Part I above has to the best of my knowledge and belief an appraised value of not more than $500 (per item). Enter identifying letter from Part I and describe the specific item. See instructions. II-- Signature of taxpayer (donor) II-- ImlII Declaration of Appraiser Date II-- I declare that I am not the donor, the donee, a party to the transaction in which the donor acquired the property, employed by, or related to any of the foregoing persons, Or married to any person who is related to any of the foregoing persons. And, if regularly used by the donor, donee, or party to the transaction, I performed the majority of my appraisals during my tax year for other persons. Also, I declare that I hold myself out to the public as an appraiser or perform appraisals on a regular basis; and that because of my qualifications as described in the appraisal, I am qualified to make appraisals of the type of property being valued. I certify that the appraisal fees were not based on a percentage of the appraised property value. Furthermore, I understand that a false or fraudulent overstatement of the property value as described in the qualified appraisal or this Form 8283 may subject me to the penalty under section 6701 (a) (aiding and abetting the understatement of tax liability). In addition, I understand that a substantial or gross valuation misstatement resulting from the appraisal of the value of the property that I know, or reasonably should know, would be used in connection with a return or claim for refund, may subject me to the penalty under section 6 5A. I affirm that I have not been barred from presenting evidence or testimony by the Office of Professional Responsibility. Sign I Here i Signature ... Business address (including room or suite no.) 1~39 ror....... P/Qc< City or town, state, and ZIP code Tille ... v. .p. Date II-- / 2-~ 2- 3 - 08 -i,.entity;n. numbo, S..;f -e s- iL 13'101 To be completed by the charitable organization, This charitable organization acknowledges that it is a :$~~ion under section 170{c) and th it received the donated property as described in Section 8, Part I, above on the following date II-- _-..RE::tl-. 3 I 2.. 0 Q Furthermore, this organization affirms that in the event it sells, exchanges, Or otherwise disposes of the property described in Section 8, Part I (or any portion thereof) within 3 years after the date of receipt, it will file Form 8282. Donee Information Return, with the IRS and give the donor a copy of that form. This acknowledgment does not represent agreement with the claimed fair market value. Does the organization intend to use the property for an unr~~~ed use? /!D~a't'".a~..., UJe1}//~6,Jeij,,$ C:IL(...U~;:l... t!-()",~Tq.. je'Ib/t':___ _ - (;Ol>055i , . 33~' IOU;:' ''':0'' ao. room o'i"O oot ... .. " I 'JJ;;l~'e, a~Z COd3t111 ~ ~ ~A TIE I Title Date C I~ II-- DYes ~NO Form 8283 (Rev. 12-2006) lOA Foem 8283 Noncash Charitable Contributions OMS No. 1545-0908 (Rev. December 2006) DeparllT1l.lnt of the Trei'lSury Internal Re~enue Service ... Attach to your tax return i1 you claimed a total deduction of over $500 for all contributed property. ... See separate instructions. Attachmfl!ll Sequence No, 155 Identtfying number Name(s) shown 00 your income tax return PORT OF THE ISLANDS PROPERTIES LLC 20-2867341 Note. Figure the amount of your contribution deduction before completing this form. See your tax return instructions. Section A. Donated Property of $5,000 or Less and Certain Publicly Traded Securities-List in this section only items (or groups of similar items) for which you claimed a deduction of $5,000 or less, Also, list certain publicly traded securities even if the deduction is more than $5,000 (see instructions), Information on Donated Property-If you need more space, attach a statement 1 (a) Name and address of the dooee organlzatloo (b) Descnptlon 01 donated property (For a donated vehicle, enter the year, maKe, model, condition, and mileage, and attach Form 1098-C If required.) A B c o E Note. If the amount you claimed as a deduction for an item is $500 or less, you do not have to complete columns (d), (e), and (f). (e) Date of the (d) Date acquired (e) How acquired (f) Donor's cost (01 Fair market value (hI Method used to determine contribution by donor (mo., yr.) by donor or adjusted basIs (see instructions) the fair market value A B C 0 E . Partial Interests and Restricted Use Property--CompletA 'ines 2a through 2e if you gave less than an entire interest in a property listed in Part I. CO""~'" / contribution listed in Part I; also atto~. " 2a Enter the letter from Part I that tdentifie ..~ I . ~~./<;, If Part II applies to more than one prop. \lv, () '/)(l-ftIr",o ~ b Total amount claimed as a deduction fOI f" 1vA- c Name and address of each organization I ' ~ erjJ k from the donee organization above): ;7' Name of charitable organization (donee) through 3c if conditions were placed on a (see instructions), ) than an entire interest ... this tax year ... any prior tax years ... ade in a prior year (complete only if different Address (number, street. and room or sUite no.) City or lawn, slale, and ZIP code d For tangible property, enter the place where the property is located or kept ... e Name of any person, other than the donee organization, having actual possession of the property'" 3a Is there a restriction, either temporary or permanent, on the donee's right to use or dispose of the donated Yes No property? b Did you give to anyone (other than the donee organization or another organization participating with the donee organization in cooperative fundraising) the right to the income from the donated property or to the possession of the property, including the right to vote donated securities, to acquire the property by purchase or otherwise, or to designate the person having such income, possession, or right to acquire? . c Is there a restriction Iimitjn the donated ropert for a particular use? For Paperwork Reduction Act Notice, see separate Instructions. Cat. No, 62299J Form 8283 (Rev. 12-2006) lOA Form 8283 (Rev. 12-2006) Name{s) shown on your income tax return Page 2 Identlfytng number PORT OF THE ISLANDS PROPERTIES LLC 20.2867341 Section B, Donated Property Over $5,000 (Except Certain Publicly Traded Securities)-Ust In this section only Items (or groups of similar items) for which you claimed a deduction of more than $5,000 per item or group (except contributions of certain publicly traded securities reported in Section A). An appraisal is generally required for property listed In Section B (see instructions). 1m) Information on Donated Property-To be completed by the taxpayer and/or the appraiser, 4 Check the box that describes the type of property donated o Are (contribution of $20,000 or more) 0 Qualified Conservation Contribution o Art* (contribution of less than $20,000) I2J Other Real Estate o Collectibles" 0 Intellectual Property o Equipment o Securities D O1her 'Art includes paintings, sculptures, watercolor$, prints, drawmgs, ceramiCS, antiques, decorative arts, textiles, carpets. silver, rare manuscnpts, historical memorabilia, and other similar oblects. "Collectibles Include coins, stamps, bOOKS, gems, Jewelry, sports memorabilia, dolls, etc., but not art as defined above. Note. In certain cases, you must attach a qualified appraisal of the property. See instructions 5 la) Descnption of donated property (if you need more space, attach a separate statement) (b) If tangible property was donated, give a brief summary of the overall phYSical condition of the property at the lime of the gift lei Appraised fair marKet value A LAND B C D 46,800 00 (d) Date acquired {el How acquired by donor (mo" yr.) by donor (1) Donor's cost or adjusted basis Ig) For bargain sales, enter amount received See instructions (h) Amount claimed as a Ii) Average trading pnce deduction of securities 46,800 00 A 6/15/2005 B C .- PURCHASE 25,638 00 a value of $500 or less, See Instructions, I declare that the following item(s) included in Part I above has to the best of my knowledge and belief an appraised value of not more than $500 (per item). Enter identifying letter from Part I and describe the specific item See instructions. ... Taxpayer (Donor) Statement-List each item included in Part I above that the appraisal identifies as having Signature of taxpayer (donor) ... Date ... ImIII Declaration of Appraiser I declare that I am not the donor, the donee, a party to the transaction in which the donor acquired the property, employed by, or related to any of the foregoing persons, or married to any person who is related to any of the foregoing persons. And. if regularly used by the donor, donee, or party to the transaction, I performed the majority of my appraisals during my tax year for other persons. Also, I declare that I hold myself out to the public as an appraiser or perform appraisais on a regular basis; and that because of my qualifications as described in the appraisal, I am qualified to make appraisals of the type of property being valued. I certify that the appraisal fees were not based on a percentage of the appraised property value. Furthermore, I understand that a false or fraudulent overstatement of the property value as described in the qualified appraisal or this Form 8283 may subject me to the penalty under section 6701(a} (aiding and abelling the understatement of tax liability). In addition, I understand that a substantial or gross valuation misstatement resulting from tile appraisal of the value of the property that I know, or reasonably should .know, would be used in connection with a return or claim for refund, may subject me to the penalty under section 6695A. I affirm that I have not been barred from presenting evidence or testimony by the Office of Professional Responsibility. Sign Here Signature ~ Tille ~ Date ... Business address (including room or suite no.) Identifying number City or town, stale, and ZIP cede 1mB Donee Acknowledgment-To be completed by the charitable organization, This charitable organization acknowledges that it is a qualified organization under section 170(c) and that it received the donated property as described in Section B, Part I. above on the following date ~ D€c.E.1lIt BEl!. 3/, .2votfl , Furthermore, this organization affirms that in the event it sells, exchanges, or otherwise disposes of the property described in Section S, Part I (or any portion thereof) within 3 years after the date of receipt it will file Form 8282. Donee Information Return, with the IRS and give the donor a copy of that form. This acknowledgment does not represent agreement with the claimed fair market value. ... DYes ~No Employer identification number 5 - '000 S'~<iT " City or town, state, and ZIP code "'tV A? J.. E.S F I- Tilt kHAI?-MAN 3 "III ~ Form 8283 (Rev. 12-2006) lOA Fo'm 8283 Noncash Charitable Contributions OMS No. 1545-0908 (Rev. December 2006) Department of the Treasury Internal Revenue Service ... Attach to your tax return if you claimed a total deduction of over $500 for all contributed property. ... See separate instructions. Name(s) shown on your Income tax return Attachment Sequence No. 155 Identifying number ImI THE ISLANDS MARINA LLC 20.2867565 Note. Figure the amount of your contribution deduction before completing thiS form. See your tax return instructions. Section A. Donated Properly of $5,000 or Less and Certain Publicly Traded Securities-List in this section only items (or groups of similar items) for which you claimed a deduction of $5,000 or less, Also, list certain publicly traded securities even if the deduction is more than $5,000 (see instructions), Information on Donated Property-If you need more space, attach a statement. ------,-----....- : (bl Description of donated property _J____~::r a donated vehicle, enter the year, make, model, condition, and mileage, I and attach Focm 1098-C ,j ,equ;,ed,) 1 (a) Name and address of the donee organization A B C D i E Note. If the amount you claimed as a deduction for an item is $500 or less, you do not have to complete columns (d), (e), and (t). (e) Date of the (d) Date acquired (el How acquired (f) Donor's cost (gl Fair market value I (hi Method used to determine oontribuMn by dono, (mo~)_ -==- ~_adju"e~;'__~ee~"ruct;on')_, the fa;, mMket vatue Partial Interests and Restricted Use Property-Compiete lines 2a through 2e if you gave less than an entire interest in a property listed in Part I. Complete lines 3a through 3c if conditions were placed on a contribution liste:.~ Part i; also attach the ~equired state~"n~j<;ee instructions), 2a Enter the letter from Part I that identifies the property for which you gave less than an entire interest .... If Part II applies to more than one property, attach a separate statement. b Total amount claimed as a deduction for the property listed in Part I: (1) For this tax year ~ (2) For any prior tax years .... c Name and address of each organization to which any such contribution was made in a prior year (complete only if different from the donee organization above): Name of charitable organization (donee) Address (number, street, and room or suite no.) City or town, state, and ZIP code d For tangible property, enter the place where the property is located or kept .... e Name of any person, other than the donee organization, having actual possession of the property .... 3a Is there a restriction, either temporary or permanent, on the donee's right to use or dispose of the donated .1 Yesr No property? b Did you give to anyone (other than the donee organization or another organization participating with the donee organization in cooperative fund raising) the right to the income from the donated property or to the possession of the property, including the right to vote donated securities, to acquire the property by purchase or otherwise, or to designate the person having such income, possession, or right to acquire? . c Is there a restriction limitin the donated prope for a particular use? For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 62299J Form 8283 (Rev. 12-2006) lOA Form 8283 (Rev. 12-2006) Name(s) shown on your income tax return Page 2 Identifying number THE ISLANDS MARINA LLC 20-2867565 Section B. Donated Property Over $5,000 (Except Certain Publicly Traded Securities)-List in this section only items (or groups of similar items) for which you claimed a deduction of more than $5,000 per item or group (except contributions of certain publicly traded securities reported in Section A). An appraisal is generally required for property listed in Section 8 (see instructions). 1m! Information on Donated Property-To be completed b}"the taxpayer andlor the appraiser. 4 Check the box that describes the type of property donated: o Art. (contribution of $20,000 or more) D Qualified Conservation Contribution D Art. (contribution of less than $20,000) I2J Other Real Estate D Collectibles" D Intellectual Property D Equipment D Securities o Other "Art includes paintings, sculptures, watercolors, prints, drawings, ceramics, antiques, decorative arts, textiles, carpets, silver, rare manuscripts, historical memorabilia, and other similar objects. "'Collectibles include coins. stamps, books, gems, jewelry, sports memorabilia, dolls, etc., but not art as defined above. Note. In certain cases, you must attach a qualified appraisal of the property. See instructions. 5 (a) Description of donated property (if you need more space, attach a separate statement) (b) If tangible property was donated. give a brief summary of the overall physical condition of the property at the time of the gift (e) Appraised fair market value A LAND AND BUILDING ~-_.. C D 691,200 00 =t ent8f' See insbuetions (hi Amount claimed as a (I) Average trading price deduction of securities ! 691,200 00 ---- -.- - , (et) Date acquired (e) How acquired by donor (mo., yr.) by donor (I) Donor's cost or (g) For bargain sales, adjusted basis amount received 6115/2005 PURCHASE 378,689 00 I Taxpayer (Donor) Statement-List each Item Included In Part I above that the appraisal identifies as having a value of $500 or less, See Instructions, I declare that the following item(s) included in Part I above has to the best of my knowledge and belief an appraised value of not more than $500 (per item). Enter identifying letter from Part I and describe the specific item. See instructions. ~ ___ Signature of taxpayer (donor) .. ImIII Declaration of Appraiser I declare that I am not the donor, the donee, a party to the transaction in which the donor acqUired the property, employed by, or related to any of the foregoing persons, or married to any person who is related to any of the foregoing persons. And, if regularly used by the donor, donee. or party to the transaction, I performed the majority of my appraisals during my tax year for other persons. Also, I declare that I hold myself out to the public as an appraiser or perform appraisals on a regular basis; and that because of my qualifications as described in the appraisal, I am qualified to make appraisals of the type of property being valued. I certify ttlat the appraisal fees were not based on a percentage of the appraised property valUe. Furthermore, I understand that a false or fraudulent overstatement of the property value as described in the qualified appraisal or this Form 8283 may subject me to the penalty under section 6701 (a) (aiding and abetting the understatement of tax liability). In addition, I understand that a substantial or gross valuation misstatement resulting from the appraisal of the value of the property that I know, or reasonably should know, would be used in connection with a return or claim for refund, may subject me to the penalty under section 6 5A. I affirm that I have not been barred from presenting evidence or testimony by the Office of Professional Responsibility. ~~:;, I Signatu," ~ - !). ,if(....-- Hie ~ V. P. Date ~ 2 - 2.. 5: . 0 g BUS;~S 39"" (ih;g~o: 0' ?;-:~) < 'S .. ~ w S Fing numb., Date .. City or town, state, and ZIP code I W~":> t- P I..... Q:.~..e.V\ Donee Acknowledgment- i.- ~3-fo I o be completed by the charitable organization, This charitable organization acknowledges that it is a qualified organization under section 170(c) and that it received the donated property as described In Section 8, Part I. above on the following date ~ 'Pece /VI ~€L ,3( I ;ZOOli'.~_ Furthermore, this organization affirms that in the event it sells. exchanges, or otherwise disposes of the property described in Section B. Part I (or any portion thereof) within 3 years atter the date of receipt, it will file Form 8282, Donee Information Return. with the IRS and give the donor a copy of that form. This acknowledgment does not represent agreement with the claimed fair market value. Does the organization intend to use the property for an unre_~ed use? __ ~b:>~ble6pi~ J)f~""Yf C4A?h?(4t41 iti~ S Emplover identification number ~OU-ll3tt.- I"'JJ"''''7'"1 . EM/?JlJ~ . .., .. 62. -/'ooo66R Address (number, street, and room or s6ite no.) _ -,,-' , ~ - '.' ~,~. '. City or town, state. and ZIP code 33(){ -U I TllA-fl.CHS'T/), Alftf't.es, ~t- 3LfII2..- A IG1.A E,BROCt<, CLERK ~'(t!.~R-.,..) m~~~.P- . O.~~':LJt;C~~~!-~OlI fr_ .. ~ 0 Yes ~ No Authori Form 8283 (Rev. 12-2006) IDA Fo,m 8283 Noncash Charitable Contributions OMB No 1545-0908 (Rev. December 2006) IiJ. Attach to your tax return if you claimed a total deduction of over $500 for all contributed property. ... See separate instructions. Department of the Treasury Internal Revenue Service Attachment Sequence No. 155 Identifying number Name(s) shown on your income tax return THE ISLANDS MARINA LLC 20.2867565 Note. Figure the amount of your contribution deduction before completing this form. See your tax return instructions. Section A. Donated Property of $5,000 or Less and Certain Publicly Traded Securities-list in this section only items (or groups of similar items) for which you claimed a deduction of $5,ODO or less, Also, list certain publicly traded securities even if the deduction is more than $5,DOD (see instructions), Information on Donated Property-If ou need more space, attach a statement. 1 (a) Name and address of the donee organization (b) Description of donated property (For a donated vehicle, enter the year, make, model, condition, and mileage, and attach Form 1098-C if required,) A B C D E Note. If the amount you claimed as a deduction for an item is $500 or less, you do not have to complete columns (d), (e), and (~, (e) Date of the (d) Date acquired (e) How acquired (f) Donor's cost (g) Fair market value (h) Method used to determine contribution by donor (mo., yr.) by donor or adjusted basis (see instructions) the fair market value Partial Interests and Restricted Use Property-complete lines 2a through 2e if you gave less than an entire interest in a property listed in Part I. Complete lines 3a through 3c if conditions were placed on a contribution listed in Part I; also attach the required statement (see instructions), 2a Enter the letter from Part I that identifies the property for which you gave less than an entire interest ~ If Part II applies to more than one property, attach a separate statement, b Total amount claimed as a deduction for the property listed in Part I: (1) For this tax year ~ (2) For any prior tax years ~ c Name and address of each organization to which any such contribution was made in a prior year (complete only if different from the donee organization above): Name of charitable organization (donee) Address (number, street, and room or suite no.) City or town, state. and ZIP code wlo ,~/~ Itff~~cJ~ 6t~ d For tangible property, enter the place wh e Name of any person, other than the don~ ~ assion of the property ~ 3a Is there a restriction, either temporary 0 property? b Did you give to anyone (other than the de zation participating with the donee organization in cooperative fund raising) the right to the income from the donated property or to the possession of the property, including the right to vote donated securities, to acquire the property by purchase or otherwise, or to designate the person having such income, possession, or right to acquire? . c Is there a restriction limitin the donated ro ert for a articular use? to use or dispose of the donated Yes No For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 62299J Form 8283 (Rev. 12-2006) IlOA Form 8283 (Rev. 12-2006) Name(s) shown on your income lax return Pa e 2 Identifying number THE ISLANDS MARINA LLC 20-2867565 Section B. Donated Property Over $5,000 (Except Certain Publicly Traded Securities)-List in this section only items (or groups of similar items) for which you claimed a deduction of more than $5,000 per item or group (except contributions of certain publicly traded securities reported in Section AI, An appraisal is generally required for property listed in Section B (see instructions), Im:I Information on Donated Property-To be completed by the taxpayer and/or the appraiser. 4 Check the box that describes the type of property donated: D Art' (contribution of $20,000 or more) 0 Qualified Conservation Contribution o Art' (contribution of less than $20,000) Ii'! Other Real Estate o Collectibles" 0 Intellectual Property o Equipment o Securities o Other "Art includes paintings. sculptures, watercolors. prints. drawings, ceramics, antiques, decorative arts, textiles, carpets, silver, rare manuscripts, historical memorabilia, and other similar objects. "Collectibles include coins, stamps, books, gems, jewelry, sports memorabilia. dolts, etc_, but not art as defined above. Note. In certain cases, you must attach a qualified appraisal of the property. See instructions. 5 (a) Description of donated property (if you need (b) II tangible property was dOl1ated, give a brief summary of the overall (e) Appraised fair more space, attach a separate statement) physical condition of the property at the lime of the gift market value A LAND AND BUILDING 691,200 00 B C 0 (d) Date acquired (el How acquired If) oono(s cost or (g) For bargain sales, enter See instructions by donor (mo" yr,) by donor adjusted basis amount received (h) Amount claimed as a (i) Average trading price deduction of securities A 6/15/2005 PURCHASE 378,689 00 691,200 00 B C 0 . Taxpayer (Donor) Statement-List each item included in Part I above that the appraisal identifies as having a value of $5DD or less, See instructions, I declare that the following item(s) included in Part I above has to the best of my knowledge and belief an appraised value of not more than $500 (per item). Enter identifying letter from Part I and describe the specific item. See instructions. .. Signature of taxpa er (donor) .. Declaration of Appraiser I declare that I am not the donor. the donee, a party to the transaction in which the donor acquired the property, employed by, or related to any of the foregoing persons, or married to any person who is related to any of the foregoing persons. And, if regularly used by the donor, donee, or party to the transaction, I performed the majority of my appraisals during my tax year tor other persons. Also, I declare that I hold myself out to the public as an appraiser or perform appraisals on a regular basis; and that because of my qualifications as described in the appraisal, I am qualified to make appraisals of the type of property being valued, I certify that the appraisal fees were not based on a percentage of the appraised property value. Furthermore. I understand that a false or fraudulent overstatement of the property value as described in the qualified appraisal or this Form 8283 may subject me to the penalty under section 6701(a) (aiding and abetting the understatement of tax liability). In addition, I understand that a substantial or gross valuation misstatement resulting from the appraisal of the value of the property that I know, or reasonably should know, would be used in connection with a return or claim for refund, may subject me to the penalty under section 6695A. I affirm that I have not been barred from presenting evidence or testimony by the Office of Professional Responsibility Sign Here Signature.. Title" Date .... Business address (including room or suite no.) Identifying number Date .... City or town, state, and ZIP code Im1!J Donee Acknowledgment-To be completed by the charitable organization, This charitable organization acknowledges that it is a qualified organization under section 170(c) and that it received the donated property as described in Section 8, Part I, above on the following date ~ 'PEt:.E./V1 BFJ2. 3~ .200';? Furthermore, this organization affirms that in the event it sells, exchanges, or otherwise disposes of the property described in Section B, Part I (or any portion thereof) within 3 years after the date of receipt, it will file Form 8282, Donee Information Return, with the IRS and give the donor a copy of that form. This acknowledgment does not represent agreement with the claimed fair market value. Does the organization intend to use the property for an unrelated use? . NfJVl'l~~a~ev.t!!'1 C OIHMi H 'R~I! /25 j, COL.LI "fiN'" J,.,o Ij)". . ,.. "'" ~ 0 Yes J8'" No ~/. Employer identi1ication number '5'1- OOOG"f" City or town, state, and ZIP code NAPLE"i ;::-L Title CflA/f(frIAN 3'111 :z.. nred em Recycled. Paper ,. ......_.J:t:L.t:h..a 4 - .. ~ -_~ Form 8283 (Rev. 12-2006) ORIGINAL DOCUl\1ENTS CHECKLIST & ROUTING SLIP .. TO ACCOMPANY ALL ORIGINAL DOCUMENTs SENT TO , . THE BOARD OF COUNTY COMl\1ISSIONERS OFFICE FOR SIGNATURE Prim en pink pap.... AllodI to original "~~, Original "~~~",m,wd be !land dl:Jivored to l1le BoaIt! Office.. 'Ikcomph:ted tOacing ilip and original "~~.. are to befurwmledtlll1le B=dOflio: anlyallerl1leBoam ba.s t:lJccLactiOILOI1l1le ilem.J . .'. . ROUTING SLIP . ,,:. Camplcte routing Ii=r It rb:cugh iI4 a.s ~ fur additiaaa.l signa=, dates, and/or iafomwion lIeedc:!..l! l1le .......,;:~; is :tlrcuty complClO with l1le lion cflh4.............'s ' mwaJin. rbrou roarln _#11lJrou #4, Ior..l1le<:hecl:lbt; and tbrward to Sue Filson (Jinc1l5). Route to Addressee(s) . Office Initi Date CIm jlU.utin ardor) ,'''_ 1. PRIMARY CONTACT rnFORMATION ('l'lzc primary __ is l1le bcldor of dlc origiDal ".,.,~~, pc:odiug Bee approVlll. NonnuJIy dlc primuy __ is dlc person who c=n:d/pToparcd dlc exccwi.,., sazzmwy. Primuy coa.ma: iDiormarion is I1CCdcd in the evClt ODe of the addrcssc:s ~ve. including Sue Filsoa.. need. to cpI1QCt mff fur lIdditioaaJ. or mis.siag iafomwiaa. All original "~~~.. needing dlc Bee ChairmlII', sigoa= "'" '" b. dcll~ '" d1c Bee ollie:: ooIy _ dlc Bce ba.s aacd '" approve dlc i-.) Name of Primary Stiff Contact Agenda Date Item was ved b the BCC Type of Document AlllIched ",': 2. 3. 4. 5. Sue FIlson. Executive Manager Board of County Commissioners 6. Minutes and Records Clerk: of Court's Office G-,4e.y BIG-eL.o W f)ecefV1'8&~ (~;;ZOO1j' Pl10ne Number Agenda Item Number Number of Original Documencs Attached 1.. 0rigina.!-1""'""'_ has been signedl'mitialed for legal sUfficiency. (All documencs to be signed by the Cbair.man, with the exception of most Jeacrs, must be reviewed and signed liy the Office of the County Ar1t:Jmey. This includes signacun: pages from ordina:ol:<:s. n:solutiODS. ell:. signed by the County Attorney's Office and signature pages from contracts., &gr-m""ls, etc. that have been fully =uted by all parties except the BCC 01Iirman and C1erlc to the Board and I State Officials.) 2. An bandwritten,striJce.through and revisions have been initialed by the County 4ttorney,' s Office and all othc:r arties t the BCC Cbaixman and the Clerk to the Boatd 3. The Chainpan's ';S"'h'l'e!iIle d3rc has been entered as the date ofBCC approval of the document or the tinalne tiated con= date whichever is licable. 4. "Sign here" tabs an: placed on the a~ pages indicating where the Chairman's . and initials an: r 5. In most cases (some == are an """"Prien), the original document and this routing slip should be provided to Sue Filson in the BeC office within 24 hours ofBCC approval. Some do~'"''''UCS an: time sensitive and require 'forwarding to Tallahassee within a certain time frame or the BCC's actions an: nullified. Be aware of our deadlines! 6. The dOCDllH!Dt was approved by the Bee on. I (enter date) and all changes made during the meeting have been incorporated in the attached document. The Conn Attorn's Office has reviewed the es, if a licable.. IDA t~.~t , .l~2.. ~({o7 3 It> A 7 N/A(Not licahJe) N/A ,.' ';J/~ ~ FomuI Coon<y _ BCC _ Original Ilocmac1a IWu<ing Slip wws Origiml9,Q3.04, Revised 1.26.05. Revised 2,24,05 1;0 A MEMORANDUM Date: December 22, 2008 To: Gary Bigelow, Property Acquisition Specialist From: Martha Vergara, Deputy Clerk Minutes & Records Department Re: Lease, Temporary Access Easement, IRS Form 8283 (3), Escrow Agreement The Islands Marina, LLC Enclosed please find the seven (7) originals of the document referenced above, (Agenda Item #10A), which was adopted by the Board of County Commissioners on Tuesday, Jll.l_p'J tS,..!008. CeL.l(.;, Please forward a fully executed and recorded original to the Minutes and Records Department. If you should have any questions, please contact me at 252-7240. Thank you. Enclosure lOA OFFICE OF THE couNTY ATTORNEY MEMORANDUM FROM: Commissioner Henning, Chairman, District 3 Jennifer A, Belpedio, Assistant County Attorney ~o..D December 19,2008 TO: DATE: RE: Port of the Islands Marina Acquisition Board Meeting December 16, 2008 - Agenda Item No. 10 A Attached are documents that require your signature as Chairman, There are two sets of each document so that the Seller may be provided with an original for their records, For your convenience, the Executive Summary is also attached, It is important to mention that Form 8283 (Internal Revenue Services Non Cash Charitable Contribution Form) is not yet executed by the appraiser. However, it is appropriate for you to sign this document without the appraiser's signature because as the representative of the charitable organization you are only affirming that in the event the Board sells, exchanges, or otherwise disposes the property, the appropriate form will be filed, As the form specifically states, you are not in anyway acknowledging that the Board agrees with the fair market value, Once you sign the Form 8283, it will be returned to the Seller to file with the IRS, As always, should have any questions, please contact the County Attorney or me, cc: Jeffrey A. Klatzkow, County Attorney Scott R, Teach, Deputy County Attorney 08-RPR-OI580/6 ,l(llA Executive Summary Recommendation to approve an Agreement for Sale and Purchase with The Islands Marina, LLC and Port of the Islands Properties, LLC for the purchase of certain portions of the Port of the Islands Marina property for a purchase price of $5,488,000 which includes $4,750,000 cash at closing and a $738,000 Seller charitable donation, together with a second charitable donation of furniture, fixtures and equipment valued at $105,000, with additional costs not to exceed $95,800. OBJECTIVE: Request approval and execution of the attached proposed Agreement for Sale and Purchase (Agreement) between the Board of County Commissioners (Board) and The Islands Marina, LLC and Port of the Islands Properties, LLC (Seller), CONSIDERATIONS: The portions of the Marina to be purchased (Property) include: . Approximately 2.4 acres of commercially zoned waterfront land currently used for boat trailer and car parking and boat and trailer storage; . An oversized single boat launch ramp; . Approximately 15,400 square feet of submerged land (boat launch expansion area) together with necessary easements to allow for temporary boat tie-off during loading, unloading, and fueling operations; . Non-exclusive use of a 94 space parking facility; . Approximately 1.46 acres of commercially zoned upland property together with necessary easements for access and egress; . A fueling facility; . A 7,400 square foot marina building that houses a ship store, bathrooms, offices and a Manatee & 10,000 Islands educational center on approximately 1.4 acres of commercially zoned waterfront property, . Sufficient additional square footage exists within the marina building for the construction of a permanent Ochopee Fire Station with future EMS capabilities, A location map is attached, Real Property Management's staff appraiser obtained two independent appraisals on the Property, The $5,488,000 purchase price presented reflects the lower of the two County appraisals, The County will pay $4,750,000 cash at closing and receive a charitable donation of $738,000 from the Seller at closing, Incorporated into the Agreement are the following additional provisions: 1, In addition to the Property, the County will purchase ship's store inventory at Seller's cost. Further, the County will receive a second charitable donation consisting of all of the furniture, fixtures, trade fixtures and IDA equipment located on the Property and used in connection with the Property, which donation is valued at $105,000, 2, The Seller and/or his assigns will be granted a lease for the use of office space within the marina building for a period of nine (9) years without charge, The lease is attached as Exhibit E of the Agreement. 3, The Seller and/or his assigns will be allowed to retain the exclusive use of six (6) loading and unloading parking spaces for marina docks located east of the Property, 4, The Seller and/or his assigns will be granted a temporary easement for access and egress over the 1.46 acre commercially zoned upland parcel. This easement will terminate at such time as it is determined to cause interference with County development plans or uses, 5, Closing will occur on or before 12/31/08, In conjunction with the purchase, the County will be assuming two (2) tenant leases currently in force affecting office space within the marina building, With renewal options these leases will terminate no later than November 30, 2011, The assumption of these leases cannot be avoided and is purely incidental to the purchase of the Property, The leases will provide additional revenue to the County and will not impair the operations and security of the Property, As the leases terminate, the vacated space will be available for future growth and expansion, The County will also be assuming a number of long term agreements for the storage of boats and boat trailers within designated areas on the Property, and will be entering into additional short and long term agreements for boat and trailer storage, This activity is an integral part of existing marina operations, and will be an additional source of revenue for the County, The County will also be assuming or otherwise obtaining all licensing and permits necessary to carry on the existing operations of the facility, A single-walled underground gasoline storage tank presently exists on the Property, which must be replaced no later than December 31, 2009, The County will be responsible for removing and replacing this tank, but the Seller will be responsible for any costs for remediation of soil and ground water contamination discovered in the removal and replacement process, Pursuant to Paragraph 3,03 of the Agreement, $200,000 will be held in escrow and will be distributed in accordance with terms and conditions of the Agreement for this purpose The purchase is contingent upon favorable environmental reports and assessments on the Property, The purchase is further contingent upon the County receiving, from the Port of the Islands Community Improvement District (CID), a perpetual non-exclusive easement for access and egress by the general public over and upon the right of lOA "r'l way of Newport Drive from U,S, 41 to the Property, and a commitment that no non ad valorem taxes will be due and payable to the CID for the continuation of existing operations and for the construction and operation of a permanent fire station, The required easement and commitment were approved by the CID Board on December 5, 2008, The attached proposed Agreement is in draft form only, and the vast majority of the terms have been agreed upon, Additional terms and modifications have since been negotiated and agreed upon, The final Agreement, executed by the Seller and incorporating all provisions detailed in this Executive Summary, will be available at or prior to the Board meeting, FISCAL IMPACT: The total cost associated with the purchase of the Property should not exceed $4,845,800 ($5,488,000 less charitable donation of 738,000 for the Property, $50,000 for inventory, $5,440 for the Environmental Site Assessments, and $40,360 for the two (2) appraisals, title commitments, title policies, escrow fee and recording of the documents), Funding will be from the following sources: (Budget amendments are needed) . $3,413,214,60 from Port of the Isle Boat Park project 80040; Parks and Recreation Capital Improvement Fund 306, . $ 585,000,00 from South Florida Water Management District, Parks and Recreation Capital Improvement Fund 306, (budget amendment is needed to recognize this revenue source) . $ 50,000,00 from Marina Operations, General fund 001 . $ 614,585.40 from Ochopee Fire Control District Operating fund 146, (budget amendment is needed to move $605,000 from Reserves) . $183,000,00 from Ochopee Fire Impact Fee fund 372, (budget amendment is needed to move from Reserves) . $4,845,800,00 Total GROWTH MANAGEMENT IMPACT: This acquisition is consistent with the Conservation and Coastal Management Element policies supporting Objective 10,3 that address developed coastal barriers and shorelines, It is also consistent with the Recreation and Open Space Element policies supporting Objective 1,1; Policy 1,3,2, LEGAL CONSIDERATIONS: The proposed Agreement, Lease, Temporary Easement and all related documents have been initialed for form and legal sufficiency, Additional and/or modified terms since negotiated are to be incorporated in the final Agreement. Subject to the Board's approval, the final Agreement, once executed by the Seller, will require final approval by the County lOA Attorney's Office, This item is not quasi-judicial, and as such does not require ex parte disclosure, This item requires majority vote only, -JAB RECOMMENDATIONS: That the Board of County Commissioners approves the attached proposed Agreement for Sale and Purchase subject to incorporation of additional and/or modified terms; authorizes the Chairman to execute the Agreement on behalf of the County once the Agreement has been finalized, executed by the Seller, and approved by the County Attorney's Office; authorizes the preparation of related vouchers and Warrants for payment; directs the County Manager or his designee to proceed to acquire the Property, to follow all appropriate closing procedures, and to accept and record the Warranty Deeds and Easements, and any and all necessary documents to obtain clear title to the Property, in the Public Records of Collier County, Florida; and further directs the County Manager or his designee to obtain all necessary business licenses; accepts the non-cash charitable donations of $738,000 and $105,000; authorizes the Chairman to execute the Lease, the Temporary Easement, IRS 8283 non- cash charitable contribution forms, and any other associated documents necessary to complete the purchase in accordance with the Agreement; authorizes the acceptance of boat and trailer storage agreements once reviewed and approved by the County Attorney's Office; and approve the attached budget amendments, Prepared by: Gary Bigelow, Property Acquisition Specialist, Real Property Management/Facilities Management and Hans Russell, Sr. Property Acquisition Specialist, Real Property Management/Facilities Management. lOA Lease # LEASE AGREEMENT THIS LEASE AGREEMENT entered into this 19'1J1 day of December, 2008, between The Islands Marina, LLC and Port of the Island Properties, LLC, whose mailing address is 2614 Tamiami Trail North, Suite 615, Naples, Florida 34103, hereinafter referred to as "LESSEE," and COLLIER COUNTY, a political subdivision of the State of Florida, whose mailing address is 3301 East Tamiami Trail, Naples, Florida 34112, hereinafter referred to as "LESSOR," WITNESSETH In consideration of the mutual covenants contained herein, and other valuable consideration, the parties agree as follows: ARTICLE I. Demised Premises LESSOR hereby leases to LESSEE and LESSEE hereby leases from LESSOR Suites # 1 and #2 located at 525 Newport Drive, Naples, Florida 34114, which is further described in Exhibit "A," and which is attached hereto and made a part of this Lease, hereinafter called the "Demised Premises," situated in the County of Collier and the State of Florida, for the sole purpose of operating a marina sales and property management office, ARTICLE 2, T enn of Lease LESSEE shall have and hold the Demised Premises for a tenn of nine (9) years, commencing on January I, 2009 and ending nine (9) years from that date, LESSOR reserves the right to tenninate this Lease, upon material default by Lessee, by providing LESSEE with sixty (60) days written notice to the address set forth in Article 14 of this Lease, Said notice shall be effective upon placement of the notice in an official depository of the United States Post Office, Registered or Certified Mail, Postage Prepaid, ARTICLE 3, Rent LESSEE hereby covenants and agrees to pay as rent for the Demised Premises the sum of One Dollar and 00/100 Cents ($1.00) per annum, The rent for the entire lease tenn shall be paid in full thirty (30) days following the execution of this Lease by LESSOR, ARTICLE 4, Other Expenses and Charges LESSEE shall pay all costs associated with telephone and any communications service as well as janitorial services rendered at the Demised Premises, LESSOR shall have no obligation to provide any of the aforementioned services to the Demised Premises, LESSEE shall pay a monthly fee of Ninety Dollars ($90,00) to LESSOR at the address set forth in this Lease, for electrical service, ARTICLE 5, Modifications to Demised Premises Prior to making any changes, alterations, additions or improvements to the Demised Premises, LESSEE will provide to LESSOR all proposals and plans for alterations, improvements, changes or additions to the Demised Premises for LESSOR'S written approval, specifYing in writing the nature and extent of the desired alteration, improvement, change. or addition, along with the contemplated starting and completion time for such project. LESSOR or its designee will then have sixty (60) days within which to approve or deny in writing said request for changes, improvements, alterations or additions, LESSOR shall not unreasonably withhold its consent to required or appropriate alterations, improvements, changes or additions proposed by LESSEE, If after sixty (60) days there has been no response from LESSOR or its designee to said proposals or plans, then such silence shall be deemed as a denial to such request to LESSEE, LESSEE covenants and agrees in connection with any maintenance, repair work, erection, construction, improvement, addition or alteration of any authorized modifications, additions or improvements to the Demised Premises, to observe and comply with all then and future applicable laws, lOA Iq,~ ordinances, rules, regulations, and requirements of the United States of America, State of Florida, County of Collier, and any and all governmental agencies, LESSEE may install signage on the exterior of the Demised Premises, provided that such signage is consistent with the style and quality of existing signage and accords with applicable laws and regulations, All alterations, improvements and additions to said Demised Premises shall at once, when made or installed, be deemed as attached to the freehold and to have become property of LESSOR, Prior to the termination of this Lease or any renewal term thereof, or within thirty (30) days thereafter, if LESSOR so directs, LESSEE shall promptly remove the additions, improvements, alterations, fixtures and installations which were placed in, on, or upon the Demised Premises by LESSEE, and repair any damage occasioned to the Demised Premises by such removal; and in default thereof, LESSOR may complete said removals and repairs at LESSEE'S expense, LESSEE covenants and agrees not to use, occupy, suffer or permit said Demised Premises or any part thereof to be used or occupied for any purpose contrary to law or the rules or regulations of any public authority, ARTICLE 6, Access to Demised Premises LESSOR, its duly authorized agents, representatives and employees, shall have the right after reasonable notice to LESSEE, to enter into and upon the Demised Premises or any part thereof at all reasonable hours for the purpose of examining the same and making repairs or providing services therein, and for the purposes of inspection for compliance with the provisions of this Lease Agreement. ARTICLE 7, Assignment and Subletting LESSEE covenants and agrees not to sublet any part of the Demised Premises, or to permit any other persons to occupy same without the written consent of LESSOR, LESSEE may assign its rights hereunder with the prior consent of LESSOR, which consent shall not be unreasonably conditioned, withheld, or delayed, Any such assignment or subletting, even with the consent of LESSOR, shall not relieve LESSEE from liability for payment of rent or other sums herein provided or from the obligation to keep and be bound by the terms, conditions and covenants of this Lease, The acceptance ofrent from any other person shall not be deemed to be a waiver of any of the provisions of this Lease or to be consent to the assignment of this Lease or subletting of the Demised Premises, ARTICLE 8, Indemnity LESSEE, in consideration of Ten Dollars ($10,00), the receipt and sufficiency of which is hereby acknowledged, shall indemnify, defend and hold harmless LESSOR, its agents and employees from and against any and all liability (statutory or otherwise), damages, claims, suits, demands, judgments, costs, interest and expenses (including, but not limited to, attorneys' fees and disbursements both at trail and appellate levels) arising, directly or indirectly, from any injury to, or death of, any person or persons or damage to property (including loss of use thereof) related to (A) LESSEE'S use of the Demised Premises, (B) any work or thing whatsoever done, or any conditions created (other than by LESSOR, its employees, agents or contractors) by or on behalf of LESSEE in or about the Demised Premises, (C) any conditions of the Demised Premises due to or resulting from any default by LESSEE in the performance of LESSEE'S obligations under this Lease, or (D) any act, omission or negligence of LESSEE or its agents, contractors, employees, subtenants, licensee or invitees, In case any action or proceeding is brought against LESSOR by reasons of anyone or more thereof, LESSEE shall pay all costs, attorneys' fees, expenses and liabilities resulting therefrom and shall defend such action or proceeding if LESSOR shall so request, at LESSEE'S expense, by counsel reasonably satisfactory to LESSOR, The LESSOR shall not be liable for any injury or damage to person or property caused by the elements or by other persons in the Demised Premises, or from the street or sub-surface, or from any other place, or for any interference caused by operations by or for a governmental authority in construction of any public or quasi-public works, The LESSOR shall not be liable for any damages to or loss of, including loss due to petty theft, any property, occurring on the Demised Premises or any part thereof, and the LESSEE agrees to hold the LESSOR harmless from any claims for damages, except where such damage or injury is the result of the gross negligence or willful misconduct of the LESSOR or its employees, 2 1'1.1''''10\ ~r}J lOA ARTICLE 9, Insurance LESSEE shall provide and maintain general liability and property liability insurance policy(ies) pursuant to the provision of the Florida Insurance Risk Management Trust Fund and pursuant to the provisions of Section 768,28, Florida Statutes, during the term of this Agreement. In addition, LESSEE shall provide and maintain Worker's Compensation Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws, The coverage shall include Employer's Liability with a minimum limit of One Hundred Thousand Dollars and Noll 00 Cents ($100,000,00) each accident. Evidence of such insurance shall be provided to the Collier County Risk Management Department, 3301 East Tamiami Trail, Administration Building, Naples, Florida, 34112, for approval prior to the commencement of this Lease Agreement; and shall include a provision requiring thirty (30) days prior written notice to Collier County c/o County Risk Management Department in the event of cancellation or changes in policy(ies) coverage, The LESSEE acknowledges and agrees that no changes or cancellations to the insurance coverage will occur without thirty (30) days prior written notice to LESSOR, LESSEE shall ensure that LESSEE'S insurance provider will be responsible for notifying the LESSOR directly of any changes related to insurance coverage, LESSEE shall also ensure that the insurance coverage provided in accordance with this agreement shall require that the company or companies writing such insurance policy(ies) shall provide to LESSOR written notice of cancellation thirty (30) days prior to the proposed cancellation, LESSOR reserves the right to reasonably amend the insurance requirements by issuance of notice in writing to LESSEE, whereupon receipt of such notice Lessee shall have thirty (30) days in which to obtain such additional insurance, ARTICLE 10, Maintenance LESSEE shall keep the Demised Premises clean at all times at its sole cost and expense, ARTICLE II, Default bv LESSEE Failure of LESSEE to comply with any provision or covenant of this Lease shall constitute a default and LESSOR may, at its option, tenninate this Lease after providing written notice to LESSEE, as specified in Article 2 of this Lease, unless the default be cured within the sixty (60) day notice period (or such additional time as is reasonably required to correct such default), ARTICLE 12, Default bv LESSOR LESSOR shall in no event be charged with default in the perfonnance of any of its obligations hereunder unless and until LESSOR shall have failed to perfonn such obligations within thirty (30) days (or such additional time as is reasonably required to correct such default) after notice to LESSOR by LESSEE properly specifying wherein LESSOR has failed to perfonn any such obligations, ARTICLE 13, Notices Any notice which LESSOR or LESSEE may be required to give to the other party shall be in writing to the other party at the following addresses: LESSOR: LESSEE: Board of County Commissioners c/o Real Property Management Building 'W' 3301 East Tamiami Trail Naples, Florida 34112 James and Christopher Shucart The Islands Marina, LLC and Port of the Island Properties, LLC 2614 Tamiami Trail North Suite 615 Naples, Florida 34103 cc: Office of the County Attorney ARTICLE 14, Surrender of Premises LESSEE shall deliver up and surrender to LESSOR possession of the Demised Premises at the tennination of this Lease, or its earlier tennination as herein provided, broom clean and in as good condition and repair as the same shall be at the commencement of the tenn of this Lease or may have 3 11.11"I\O~ ~c;9 1 ((!) ~ . . . been put by LESSOR or LESSEE during the continuance thereof: ordinary wear and tear and damage by fire or the elements beyond LESSEE'S control excepted, ARTICLE 15, General Provisions LESSEE expressly agrees for itself, its successor and assigns, to refrain from any use of the Demised Premises which would interfere with or adversely affect the operation or maintenance of LESSOR'S standard operations where other operations share common facilities, (a) Rights not specifically granted the LESSEE by this Lease are hereby reserved to the LESSOR, (b) LESSEE agrees to pay all sales tax imposed on the rental of the Demised Premises where applicable under law, (c) LESSEE agrees to pay all intangible personal property taxes that may be imposed due to the creation, by this Lease, of a leasehold interest in the Demised Premises or LESSEE'S possession of said leasehold interest in the Demised Premises, ARTICLE 16, Environmental Concerns LESSEE represents, warrants and agrees to indemnify, reimburse, defend and hold harmless LESSOR, from and against all costs (including attorneys fees) asserted against, imposed on or incurred by LESSOR 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. ARTICLE 17, Radon Gas In compliance with Section 404,056, Florida Statutes, all parties are hereby made aware of the following: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time, Levels of radon that exceed federal and state guidelines have been found in buildings in Florida, Additional information regarding radon and radon testing may be obtained from your County Public Health Department. ARTICLE 18, Extent of Liens All persons to whom these presents may come are put upon notice of the fact that the interest of the LESSOR in the Demised Premises shall not be subject to liens for improvements made by the LESSEE, and liens for improvements made by the LESSEE are specifically prohibited from attaching to or becoming a lien on the interest of the LESSOR in the Demised Premises or any part of either. This notice is given pursuant to the provisions of and in compliance with Section 713,10, Florida Statutes, ARTICLE 19, Effective Date This Lease shall become effective on January 1,2009, ARTICLE 20, Governing Law This Lease shall be governed and construed in accordance with the laws of the State of Florida, IN WITNESS WHEREOF, the parties hereto have hereunder set forth their hands and seals, AS TO THE LESSOR: DATED: l'if>>}~~ ATTEST: ~ DWIGHT E, BRO.tK,<Clerk, ~~k ,t,..tln oal.l- 4 AS TO LESSEE: 111' S (SI nature) 7/1JM 7~f G l- C (print name) ~~~ 6vu1;[>16WJtJ (print name) " ~I f- I -=-r ~I ESS (signature) i2 ()t;.5cL-L ature) ~ Approved as to fonn and legal sufficiency: . lOA i _.1 The Islands Marina, LLC and Port of the Island Properties, LLC By:r~'.8 \ CHRISTOPHER SHUCART 5 exl-\-n3/', 'A ta)jilr~!!!I!1 =~=::.. i~ij !3!'_"~,_~:".:&:f.:..._ ....'d"'.. 9""1...~IN~(1.. ......... ~,_. .~_"f\fl?1 ~~";o~~~. _.._..~ ~.;o-'., . =:..~:=: ..:.u..':':r..;'.':_;_ " -.j~'- I, , " ~ . > . rr ;. , ~ L~ ~ "','; ;;" , ~ .", h' ~ I" "-1 . -~>., . ~ i .~ . , . i :' i: ~ , . ~ ! ~ ~ : \. < '-', bJ c:. ;0" '" , ' (iio"l ; ti1\ (> ....~.. .J) @ @ @ "~~ " ~~ 0 ~,~ ~~~~. 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" ~-- _..=::.t.::=" 'I t(J) A CD I cc ': . \2.llft 10 l ~ IDA 'I PROJECT PORT OF THE ISLANDS MARINA FOLIO NO,: 01067083807 TEMPORARY ACCESS EASEMENT THIS EASEMENT, made and entered into this 31 sJ' day of December, 2008, by 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 "Grantor") to PORT OF THE ISLANDS PROPERTIES, LLC, a Florida limited liability company, its successors and assigns, whose mailing address is 2614 Tamiami Trail North, Suite 615, Naples, Florida 34103,(hereinafter referred to as "Grantee"), (Wherever used herein the terms "Grantor" and "Grantee" include all the parties to this instrument and their respective heirs, legal representatives, successors or assigns,) WIT N E SSE T H: Grantor, for and in consideration of TEN DOLLARS ($10.00) and other valuable consideration paid by the Grantee, the receipt and sufficiency of which is hereby acknowledged, hereby conveys, grants, bargains and sells unto the Grantee, its successors and assigns, a temporary license and privilege to enter upon the following described lands located in Collier County, Florida, to wit: See attached Exhibit "A" which is incorporated herein by reference, Subject to easements, restrictions, and reservations of record, THIS IS NOT HOMESTEAD PROPERTY, This easement is granted for all purposes of vehicular and pedestrian access and ingress on, over, through and across Grantor's lands as described above, This easement shall expire and terminate at such time as Grantor shall determine that the easement shall cause interference with Grantor's development plans for, or use of, Grantor's lands as described above, IN WITNESS WHEREOF, the Grantor has caused these presents to be executed the date and year first above written, , , BOARD OF COUNTY COMMISIONERS COLLIER C UNTY FLORIDA ATTEST: D\i\ltGHT E. 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'- u.l g;j ~ ZC":l O::I: ~ >~ CI.lt:J C::i?=j ::tlCl.l ~C":l -<~ 'i:l ~ o Z lOA "Ii ESCROW AGREEMENT THIS AGREEMENT made on this J'f711 day of December, 2008 by and between, THE ISLANDS MARINA, LLC., Florida limited liability company AND PORT OF THE ISLANDS PROPERTIES, LLC, a Florida limited liability company, (the Seller), whose address is 2614 Tamiami Trail North, Suite 615, Naples, Florida 34103, and, COLLIER COUNTY, a political subdivision of the State of Florida, (the Purchaser), whose address is 3301 East Tamiami Trail, Naples, FL 34112 and STEWART TITLE COMPANY, (the Escrow Agent), whose address is 3936 Tamiami Trail North, Suite A, Naples, Florida 34103; WITNESSETH: WHEREAS, the Purchaser and Seller entered into a purchase contract for the sale of real property located at (SEE A TT ACHED EXHIBIT "A"), and WHEREAS, both Purchaser and Seller are desirous of having STEW AR T TITLE COMPANY act as Escrowee, in accordance with the terms and conditions of this agreement; NOW, THEREFORE, Escrow Agent, Purchaser and Seller agree as follows: I, That the transfer of title shall be completed and the transaction closed, 2, That escrow agent is authorized to hold the sum of $200,000.00 III an interest bearing account. 3.. That the monies held in escrow shall be held and released in accordance with the terms of the contract as specifically set out in paragraphs 16,01, 16.02, 16.03 and 16,04 (Copy attached as Exhibit "B"): 4. Escrow Agent may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine, may assume the validity and accuracy of any statement or assertions contained in any such writing or instruments; and may assume that any person purporting to give any writing, notice, advice or instruction in connection with the provisions hereof has been authorized to do so, Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner of execution, or validity of any written instrument delivered to it, nor as to the identity, authority, or rights of any person executing the same, The duties of the Escrow Agent shall be limited to the safekeeping of the deposits and disbursing the same in accordance herewith, Escrow Agent undertakes to perform only such duties as are expressly set forth herein, and implied duties or obligations shall not be read into this agreement. Upon the Escrow Agent disbursing the deposits in accordance with the provisions hereof, the escrow account or accounts shall terminate and the Escrow Agent shall disburse and shall thereafter be released from any liabilities hereunder in connection therewith, Seller does hereby transfer, convey, give, deposit with, pledge and deliver under the absolute control of Escrow Agent said sum, Ownership of this money shall vest in Escrow Agent for such period of time as is necessary to satisfy said requirement( s) whether said requirements are satisfied by Seller or Purchaser as provided in this agreement. lOe~ 5, Escrow Agent shall be protected with respect to any action taken or suffered by it hereunder in good faith, Escrow Agent shall not otherwise be liable for any mistakes of fact or errors of judgment or for any acts or omissions of any kind unless caused by its misconduct or gross negligence, and Purchaser and Seller agree to indemnify and hold Escrow Agent harmless of any claims, demands, causes of action, liabilities, damages and judgments, including the costs of defending any action against either of them together with any reasonable attorney's fees incurred in connection therewith, with respect to Escrow Agent's undertaking pursuant to the terms and conditions of the Escrow Agreement, unless such act or omission is a result of misconduct or gross negligence of Escrow Agent. 6, In the event of a disagreement with respect to the interpretations of this agreement, or with respect to the rights or obligations, or the propriety of any action contemplated by Escrow Agent, Escrow Agent may, in its sole discretion, file appropriate legal action to resolve such disagreement. Escrow Agent shall be indemnified by Purchaser and Seller for all of Escrow Agent's costs, including reasonable attorney's fees, in connection with any such legal action, 7. Escrow Agent may resign at any time upon the giving of thirty (30) days notice to Purchaser and Seller of Escrow Agent's intent to so resign. 8, All notice and communications herein between the Escrow Agent, Purchaser and Seller shall be in writing and shall be deemed to be duly given if sent by mail, to the respective addresses set forth above, 9. The rights created by this Escrow Agreement shall inure to the benefit of and the obligations created hereby shall be binding upon, the successors and assigns of Escrow Agent and all parties to this agreement. 10, This agreement shall be construed and enforced according to the laws of the State of Florida, IN WITNESS WHEREOF, the parties have executed this Escrow Agreement on the day and year first above written, BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA ATTEST: DWIGHT E. BROCK;, Clerk ., 11. to Ch,1 11 ll'l4turt''OfI...' .. lOA ~, THE ISLANDS MARINA, LLC, a Florida limited liability company - WITNESSES: ~~~ (Printed Name) - 1~<f L'~ (Si~~ "';~ ~ - tf!lNt. 01;'; e;1..L. (Printed Name) BY: ('i.' ,S \ Christopher Shucart, Manager PORT OF THE ISLANDS PROPERTIES, LLC, a Florida limited liability company ~E~: z.... / / I - (Sig ilre v ';1M !?()c;5('u (Printed Name) ~J.~ ~~ ~~ IrFr a10 (Printed ame) Shucart, Manager lOA WITNESSES: V7-/{2- - (Sign~tpre) tiAIIS ~()~~c~ (Printed Name a ~ atur ~ to (Printed ame) ~= ---- (' ~ \ BY: ~ I \ Christopher Shucart, Manager Witness . ........ **********NOTICE TO ESCROW participants You have entered into an Escrow Agreement whereby certain monies are to be held by Stewart Title Company under the terms of the Escrow Agreement. It is your responsibility to assure that the terms of the Escrow Agreement are met. Stewart Title Company has no duty to monitor the performance of any parties to the Escrow Agreement. Upon proper notification by the parties to the agreement, Stewart Title Company will disburse the funds that it holds in accordance with the agreement. 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UNDERGROUND STORAGE TANK RESPONSIBILITIES 16,01 As soon as practicable following Closing, and prior to December 31, 2009, the Purchaser shall, at its own cost and expense, estimated to be in the amount of Two Hundred Thousand and no/1 00 Dollars ($200,000), excavate and replace the existing single-walled Underground Storage Tank in accordance with ali Florida laws and regulations. 1602, At the time of said excavation and replacement, should it be determined that no remediation of soil and ground water contamination resulting from the existing Underground Storage Tank Is required, all funds held in escrow pursuant to Paragraph 3,03 hereof, together with accrued Interest, shall be paid over to Seller, 16,03, At the time of said excavation and replacement, should it be determined that remediation of soil and ground water contamination resuNing from the existing Underground Storage Tank is necessary or required under Florida laws and regulations, Seller shall reimburse Purchaser for any and all costs associated with such remediatIon, including periodtc monitoring, in an amount not to exceed Two Hundred Thousand and no/100 Dollers ($200,000) pius accrued interest 16.04, Funds held in escrow pursuant to Paragraph 3,03 hereof, together with accrued interest, shall be used to satisfy Seller's obligations under Paragraph 16,03, As expenses are incurred under Paragraph 16,03, payments to the Purchaser shall be made from the funds so held, At such time that Purchaser obtains written approval from the Florida Department of Environmental Protection (FDEP) that remediation complies with Florida laws and regulations, and that no further monitoring activities are required, any remaining funds held, together with accrued Interest. shall be paid over to the Seller, 16,05, Following disbursement pursuant to Paragraphs 16,02 or 16.04 hereof, Seller and Purchaser shall have no further obligation to one another resulting from the provisions of this Section XVI, 16,06, The terms and provisions of this Section XVI constitute agreed-upon instructions to the Escrow Agent for disbursement of the escrowed funds and shall surviva closing, XVII, ENTIRE AGREEMENT 17,01, This Agreement and the Exhibits attached hereto contain the entire agreement between the part;es, 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 alther party, No modification or amendment of this Agreement shall be of any force or effect unless made in writing and executed and dated by both Purchaser and Seller. iN WITNESS WHEREOF, the parties hereto set forth hands and saals as of the date first above written. Date ProjectlAcquisnion Approved by Bcc/().III~ / ~V' AS TO PURCHASER: DATED: '117fuo'i ATTEl?Ti-ol-. DWISt'f(E,'~CK, Clerk ~~erk .-.......,.- ,i . -"'7Z"--., (,:' ". ..' . '...of.llotlli')".;" ' BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLOR A lOA ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 10 ' . TO ACCO:MPANY ALL ORIGINAL DOCUl\1ENTS SENT TO ~ . THE BOARD OF COUNTY COl\11\1ISSIONERS OmCE FOR SIGNATURE . . Prine 011 pinl: pap.... AttodllD original A~_. Original rl~m~" sboaJd be haad dcJiv<=lto lfle Boan! Office. 'lhC<lmploled lOuliDg!lip and original A~~.., "'" lD be!brwuded.lD lfle Boan!Otllo: aaly!lmll>o Boudhas """_011 tbe io:m.) .'.. '. ROUTINGSLlP . .. . , CampIooo I'll11tiq IiDes 'll!umlsb 114 as ~ 1br addiliDaa.l 3igllollll%OS. dales. mAlor in1brmad0l1 =:dcd.. If lfle A~m~"it :tlmdy a>mp= with tile ot.tbe~'s . dnw ,line tbroul!! llllIliDa 1inor'1 tbrcu""1I4, =Iolzo tbe clJ<ckJl.t; md 1brward lD S~ FilsOI1 (lilIo IIS). Route to Addressee(s) . Office Initials D~ (Ilst in mutina ardor)' , .:....,. ,~ 1- -----:- .-- -- 2. ~--- .- ., ------- 3. /..------ .. ------- 4. -------- ~. Board. of County Commissioners . -. 6. Minutes and Records Clerk of Court's Office - PRIMARY CONTACT INFORMATION (11Ie primmy c:aamct it lfle ho_ at tbc arigioaJ -...",. ponding Bee approvaL NammJly tbc primary _CIa is lfle pmo. who acm:d/pr'epaIed tile executive suamwy. Primary coacaa ia!crmatioa. is l1CCded in tbc event ace of d1c l1ddrc:sscc:s ~ve. inc:.l.udiag Sue Filson. I1Cet1 to ~to1a naf( fur additicmal or missiag infamwiOll. All original dac:umcn1S nccding ll>o Bee ClWnnon'. signomre "'" to b. dcllven:d to tbc Bee offico only aft.r tbc Bee bas =:d '" approve tbc imm.) Name of Primary Sta!f ConflICt Agenda Dare Item Wall A roved b the BCC Type of Document Attached ,,:.: Pl10ne Number -- Agenda Item Number Numb.... of Original Documents Attached 1. Original dcc:ument has been signedfmitialed for legal sUfficiency. (All documents to be signed by the Chairman. with die exception of most Ieacrs. must be reviewed axJd signed by the Office of the County ~y. This iDcludes signacme pages from ordinancc:s. resolutions. etc. signed by the County AlIorncy's Office axJd signature pageS from c:ontncts. asreemenlll. ell:. !hat have been tnny =ute<! by all parties except the BCC Chairman axJd Clerk: to the Board axJd 1 Stall: Officials.) 2. An bandwrittcn,strilrt:-tbroagh aIld. revisions have been initialed by the County Attorney.' s Office axJd all other arties the BCC Cbairman aIld. the Clerk to the Board 3. The Chainpan's signatUre !iDe date has been entered as the date ofBCC approval of the document or the 1ina! no tiated c:onlr3ct date wbichever is licable. 4. "Sign here" tabs are p~ on die appropriate pages indicating where the Chairman's si' axJd initials are ' S. In most cases (some contracts are an exception), the original document axJd this routing slip should be provided to Sue Filson in the BCC office within 24 hours of BCC approval. Some dO':'='"DlS are lime sensitive and reqnire !orwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware 0 our deadlines! 6. The d"""-en! was approved by the BCC on (enter date) and all changes made during the meeting have been incorporated in the attached document. The Coon Atto, 's Office has reviewed the es. if a liable. )( f 013 IJ- D/)fLleAd c."tllIJrl!:- ~~~~ ?#rs ) Yes N/A(Not (Initial) licable) '# k- ,-' ~ FomW CoUl1tJ' l'cnmI Bce FomW Original Doomlonls RDnrin& Slip wws Original9,Q3,Q4. R.:.ucd 1.26,05. RevUcd U4,O~ MEMORANDUM Date: December 17, 2008 To: Gary Bigelow, Property Acquisition Specialist From: Martha Vergara, Deputy Clerk Minutes & Records Department Re: Agreement for Sale and Purchase The Islands Marina, LLC Enclosed please find the two (2) originals of the document referenced above, (Agenda Item #16El), which was adopted by the Board of County Commissioners on Tuesday, January 15, 2008. Please forward a fully executed and recorded original to the Minutes and Records Department. If you should have any questions, please contact me at 252-7240. Thank you. Enclosure IDA lOA PROJECT: PORT OF THE ISLANDS MARINA FOLIO NOs,: 01067080606 & 01067083807 AGREEMENT FOR SALE AND PURCHASE THIS AGREEMENT is made and entered into this / (, fA day of December, 2008 by and between THE ISLANDS MARINA, LLC, a Florida limited liability company, and PORT OF THE ISLANDS PROPERTIES, LLC, a Florida limited liability company (hereinafter collectively referred to as "Seller"), and COLLIER COUNTY, A POLITICAL SUBDIVISION OF THE STATE OF FLORIDA (hereinafter referred to as "Purchaser"), WITNESSETH WHEREAS, Purchaser desires to purchase from Seller, and Seller desires to sell and transfer to Purchaser, certain uplands portions of that property known as the Port of the Islands Marina, to include approximately 2.4 acres of commercially zoned waterfront land currently used for boat trailer and car parking, an oversized single boat launch ramp, approximately 15,466 square feet of submerged land (boat launch expansion area), non-exclusive use of a 94 space parking facility, approximately 1.46 acres of commercially zoned upland property, a fueling facility, and a 7400 square foot marina building, together with the ship's store, bathrooms, offices, and Manatee and 10,000 Islands educational center housed therein, with sufficient excess square footage within said marina building in which to build a permanent Ochopee fire station, on approximately 1.4 acres of commercially zoned waterfront property; and WHEREAS, in connection with said purchase and sale, Purchaser requires perpetual, non-exclusive Public Access Easements over, under, upon and across portions of Seller's property, and the property of others, for access and ingress between the public right of way of U,S, Route 41 and all portions of the property to be purchased and sold over and upon the entire width of Newport Drive and along the westerly side of other property of Seller, as depicted on attached Exhibit B-1, together with such easements as may be necessary for use of the non- exclusive parking facility, and together also with easements necessary and sufficient to allow for riparian access and temporary boat tie-off during launching, loading, unloading and fueling operations along the waterfront portions of the property to be purchased; and WHEREAS, Purchaser further requires such other tangible and intangible assets as may be necessary to the operation of the ship's store, office leasing, Manatee and 10,000 Islands educational center, boat and trailer storage, boat launch, fueling facility, parking facilities and waterfront operations existing upon the property to be purChased or used in connection therewith; and WHEREAS, the land and buildings, easements and other tangible and intangible assets referenced hereinabove are collectively referred to herein as the "Property"; and WHEREAS, Seller desires to convey and otherwise transfer the Property to Purchaser on the terms and conditions set forth herein, and Purchaser has agreed to compensate Seller for such conveyance and transfer of the Property in the manner hereinafter described; 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 are hereby mutually acknowledged, it is agreed by and between the parties as follows: I. PROPERTY SUBJECT TO PURCHASE AND SALE 1,01, The property to be purchased and sold shall consist of the following elements: 1,011, That certain parcel containing approximately 4,09 acres and being more particularly described on Exhibit A-1 attached hereto and incorporated herein by reference, Said parcel contains commercially zoned waterfront lands, boat trailer and car parking, boat launch ramp, approximately 15,466 square feet of submerged land (boat launch expansion area), fueling station and 7400 square foot marina building as hereinabove referenced and shall be conveyed together with all improvements, fixtures, 101 "'- appurtenances and appurtenant easements, including but not limited to the rights attributable to the 4,09 acre parcel under that certain Reciprocal Parking Easement Agreement dated June 20, 2006 and recorded June 23, 2006 at O,R. Book 4060, Page 3206, Public Records of Collier County, Florida (provided that Seller retains such rights under such Easement Agreement that are not attributable to the Property), that certain Easement and License Agreement dated December 14, 2007 and recorded January 8, 2008 at OR, Book 4318, Page 3206, Public Records of Collier County, Florida, and that certain Facilities Maintenance Agreement between Port of the Islands Marina Condominium Association, Inc, and The Islands Marina, LLC dated July 31, 2008 and to be recorded in the Public Records of Collier County, Florida prior to Closing, 1,012, That certain parcel containing approximately 1.46 acres of commercially zoned upland property and being more particularly described on Exhibit A-2 attached hereto and incorporated herein by reference, which shall be conveyed together with all appurtenant easements, including but not limited to the rights attributable to the 1.46 acre parcel under that certain Reciprocal Parking Easement Agreement dated June 20, 2006 and recorded June 23, 2006 at OR, Book 4060, Page 3206, Public Records of Collier County, Florida, 1,013, A perpetual, non-exclusive easement for all purposes of vehicular and pedestrian access and ingress, including use by the general public, between the public right of way of U,S, Route 41 and the parcel described on Exhibit A-2, the area of said easement being more particularly described on Exhibit B-1 attached hereto and incorporated herein by reference, 1,014, A perpetual, non-exclusive easement for all purposes, including use by the general public, of riparian access and temporary boat tie-off during launching, loading, unloading and fueling operations along the waterfront portions of the parcel described on Exhibit A-1, the area of said easement being more particularly described on Exhibit B-2 attached hereto and incorporated herein by reference, 1,015, Those tangible and intangible assets necessary to the operation of the ship's store, office leasing, Manatee and 10,000 Islands educational center, boat and trailer storage, boat launch, fueling facility, parking facilities and waterfront operations (hereinafter collectively referred to as the "Operations") existing upon the parcel described on Exhibit A-1 or used in connection therewith, including but not limited to the following (except to the extent certain items of personalty are expressly excluded below): (a) All furniture, fixtures, trade fixtures and equipment located on the Property, including within the ship's store, and utilized in conjunction with the Operations (which does not include inventory, Christopher Shucart's personal office furniture, tools and equipment utilized in maintaining the marina property, and the marina golf cart), Purchaser and Seller agree that furniture, fixtures, trade fixtures and equipment have a fair market value of One Hundred Five Thousand and 00/100 Dollars ($105,000,00) and will be conveyed to Purchaser as a charitable donation, The furniture, fixtures, trade fixtures and equipment will be conveyed to Purchaser in their "as is" condition and without warranty of fitness or condition, Seller shall transfer all warranties and service agreements associated with the furniture, fixtures, trade fixtures and equipment, if any, (b) INTENTIONALLY DELETED, (c) Leases, storage agreements, and other contracts to be assumed, as more particularly described on Exhibit C attached hereto and incorporated herein by reference, (d) All software, technical and other supplies necessary to the Operations, (e) To the extent assignable, all licenses, permits, registrations and consents necessary to the conduct of the Operations, (f) All customer lists, customer contacts, customer relationships and goodwill associated with and related to the Operations, (g) All other assets, tangible and intangible, used in connection with the Operations; but excluding cash, accounts receivable, and such property which is not specifically related to the Operations and which has been, and continues to be, used by Seller in connection with Seller's other businesses, lOA Notwithstanding the foregoing, Seller shall retain the exclusive right to use the Port of the Islands Marina website and logo, and the non-exclusive right to use the term "Port of the Islands Marina," 1,016, In addition to the foregoing, Purchaser shall have the option, but not the obligation, to purchase, at Seller's cost, any or all of the inventory and other goods held for re-sale located within the ship's store and marina building (other than those items described in Paragraph 1,015(a), above, as expressly excluded from the sale), Items to be purchased hereunder shall be determined based upon a physical inventory to be conducted by representatives of the Seller and the Purchaser prior to Closing, Any inventory or other goods held for re-sale not so purchased shall be removed from the Property by Seller prior to Closing, 1,017, At the time of Closing, Purchaser shall grant to Seller a temporary easement for pedestrian and vehicular access over and upon the roadway existing along the westerly and southerly boundaries of the 1.46 acre parcel. The temporary easement is described and depicted on attached Exhibit A-3, which is incorporated herein by reference, This temporary easement will be terminable at such time as it is determined to cause interference with Purchaser's development plans for, or use of, the Property, 1,018, Purchaser acknowledges that Seller has historically leased or licensed twenty- one (21) of the wet-slips within the Port of the Islands Marina basin for the operation of commercial vessels, Prior to Closing, Seller shall assign to itself the right to continue this historical use by recording an assignment of such rights in the Collier County Public Records in accordance with Paragraph 17,1 of the Fourth Amendment to Declaration of Condominium of Port of the Islands Marina, a Condominium, recorded in Official Records Book 4405, Page 3615, of the Collier County, Florida, Public Records, The rights associated with such assignment are excluded from the Property, 1,019, Purchaser agrees and acknowledges that Seller will continue its efforts to sell and lease wet-slips within the Port of the Islands Marina, and that the construction of boat storage facilities on that portion of the Property described in attached Exhibit A-1 by Purchaser or its successor(s) in title will compete directly with Seller's efforts in this regard, For the foregoing reasons, Purchaser agrees that it will not construct any boat storage facilities on said parcel until the earlier of: 1, Such time as 96% or more of the 175 Port of the Islands Marina wet-slips have either been leased by Seller, or have been conveyed to individual third-party buyers; or 2, Nine (9) years following Closing, In exchange for the foregoing restriction, Seller agrees that it will not construct or operate any dry storage facility, convenience store, or fuel supply facility on Seller- owned lands located within the Port of the Islands community for a period terminating on the earlier of: 1, Nine (9) years following Closing; or 2, until Seller conveys such lands (or portion thereof) to a bona-fide purchaser for value in an arm's length transaction (in which case the land conveyed to the bona-fide purchaser shall be released from the foregoing restriction), The terms of this Paragraph 1,019 shall survive Closing, 1,020, Purchaser agrees and acknowledges that the parcel described in attached Exhibit A-1 contains certain utility lines, fire hydrants, control boxes, and related equipment that are intended to serve the Port of the Islands Marina wet-slips, gangways, and related structures, To the extent necessary, Seller shall be permitted to reserve corresponding easements over the Exhibit A-1 parcel at or prior to Closing, provided that such reserved easements do not prevent Purchaser's intended use of the Exhibit A-1 parcel. 1,021, Any obligations arising out of Paragraph 5,d, of that certain Reciprocal Parking Easement Agreement referenced in Paragraphs 1,011 and 1,012 hereof shall be shared equally by Seller and Purchaser and/or their successors and assigns, The terms of this Paragraph 1,021 shall survive Closing, II, ASSUMED LIABILITIES 2,01, Except for the leases, storage agreements, or contracts listed in Exhibit C attached hereto and except as otherwise provided in this Agreement, Purchaser shall not assume any debt, accounts payable, liability, obligation, agreement, contract or 104 lease, nor any liability under local, State or Federal laws, of Seller. Seller shall retain liability for, and shall indemnify Purchaser against, any such liabilities of Seller. 2,02, To the extent that any of the obligations listed on Exhibit C , or any other obligations of Seller not related to the Operations, contain a provision calling for the granting of a discount or discounts on the purchase of merchandise at the ship's store or fueling station, Purchaser cannot and will not honor said arrangements, and Seller shall be responsible for assuming any liability in this regard, 2,03, It is the intent of the parties that, except for the specific liabilities and obligations described in Exhibit C, exclusive of any discount arrangements as stated, Purchaser shall not be liable for any other liabilities or obligations of Seller related in any way to the Operations or the Property whatsoever, whether fixed or contingent, known or unknown, liquidated or unliquidated, arising now or in the future, and Seller shall jointly and severally indemnify Purchaser against any and all such liabilities, Seller shall pay all liabilities and obligations not expressly assumed by Purchaser as of the Closing, Purchaser does not assume, and no transferee liability shall attach to Purchaser, with respect to any liabilities or obligations of Seller or related in any way to the Operations or the Property or actions of Seller, which are not speCifically assumed by Purchaser pursuant to this Agreement, including, without limitation, liabilities arising in connection with the Operations and the activities of Seller prior to the Closing, The elimination of any risk of such transferee liability attaching to Purchaser is a primary inducement to Purchaser's entering into this transaction, in that Purchaser would not have entered into this transaction under circumstances where any such transferee liability would or might attach to Purchaser. The entire negotiations of the parties with respect to this transaction, including the purchase price, were based upon the assumption and agreement that Purchaser would not succeed to any liability or obligation of Seller, or related in any way to the Operations or the Property, except for those liabilities and obligations expressly assumed in Exhibit C, 2,04, In the event that any obligation listed on Exhibit C requires rents received to be prorated between Purchaser and Seller, unless acceptable alternative procedures are made, Purchaser shall receive such rents in total and remit Seller's share thereof to Seller as received, III. PURCHASE PRICE AND PAYMENT 3,01, The purchase price (the "Purchase Price") for the Property shall be Five Million, Four Hundred Eighty-Eight Thousand and no/100 Dollars ($5,488,000,00) (U,S, Currency) payable as follows: (a) Four Million, Seven Hundred Fifty Thousand and no/100 Dollars ($4,750,000,00) payable at Closing by wire transfer or County warrant from Purchaser to Seller. (b) Seven Hundred Thirty-Eight Thousand and no/100 Dollars ($738,000,00) payable at Closing as a charitable donation from Seller to Purchaser. 3,02, INTENTIONALLY DELETED, 3,03, At Closing, Purchaser shall deposit a portion of the Purchase Price, in the amount of Two Hundred Thousand and no/100 dollars ($200,000), in a segregated or dedicated interest bearing escrow account to be maintained and held by Stewart Title Guaranty Company, formerly known as Midwest Title Company, to be disbursed pursuant to Paragraphs 16,02 or 16,04 hereof, IV, CLOSING 4,01, The Closing of the transaction shall be held on or before December 31, 2008 unless extended by mutual written agreement of the parties hereto, The Closing shall be held at the Collier County Attorney's Office, Administration Building, 3301 Tamiami Trail East, Naples, Florida, The procedure to be followed by the parties in connection with the Closing shall be as follows: 4,011, Seller shall convey a marketable title to all elements of the Property free of any liens, encumbrances, exceptions, restrictions, or qualifications, Marketable title lOA shall be determined according to applicable title standards adopted by the Florida Bar and in accordance with Florida law, At the Closing, the Seller shall cause to be delivered to the Purchaser the items specified herein and the following documents and instruments duly executed and acknowledged, in recordable form: 4,0111, Warranty Deed in favor of Purchaser conveying title to the Property Described in Exhibit A-1 together with rights to all easements, agreements, and other rights appurtenant thereto, as specified in Paragraph 1,011 hereof, 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, (c) The Seller Lease, and the rights of the tenants and licensees listed on attached Exhibit C , (d) The parking easement described in Paragraph 9,04, below, 4,0112, Warranty Deed in favor of Purchaser conveying title to the Property Described in Exhibit A-2 together with rights to all easements, agreements, and other rights appurtenant thereto, as specified in Paragraph 1,012 hereof, 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, 4,0113, Easement in favor of Purchaser conveying rights to the Property described in Exhibit B-1 together with rights to all easements, agreements, and other rights appurtenant thereto, as specified in Paragraph 1,013 hereof, 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, 4,0114, Easement in favor of Purchaser conveying rights to the Property Described in Exhibit B-2 together with rights to all easements, agreements, and other rights appurtenant thereto, as specified in Paragraph 1,014 hereof, 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, 4,0115, Warranty Bill of Sale for furniture, fixtures, trade fixtures and equipment described in Paragraph 1,015(a), above, together with inventory and other goods held for re-sale determined in accordance with Paragraph 1,016, free and clear of all liens and encumbrances, 4,0116, Assignment of leases, storage agreements and other contracts listed on Exhibit C , together with all security deposits, pre-paid rents and storage fees attributable thereto, 4,0117, Grantor's Non-Foreign, Taxpayer Identification & "GAP" Affidavits 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. 4,0118, Public Disclosure Affidavits as required by Chapter 286, Florida Statutes, 4,0119, W-9 Forms, "Request for Taxpayer Identification and Certification" as required by the Internal Revenue Service, 4,01110, Closing Representative Statement. .I(!)/~ 4,01111, Combined Purchaser-Seller Closing Statement. 4,01112, Such evidence of authority and capacity of Seller and its representatives to execute, acknowledge and deliver this Agreement, and all other documents as may be required to consummate the transaction contemplated hereby, as Purchaser's counsel and/or Purchaser's title company may reasonably determine, 4,01113, All documents and documentation required pursuant to Section VIII hereof, 4,01114 Such other documents and documentation as Purchaser's counsel may reasonably determine to be necessary for the transfer of those elements of the Property specified in Paragraph 1,015, subparagraphs (c) through (f) hereof, 4,01115, The Seller's executed counterpart of the Seller Lease, 4,012, At the Closing, the Purchaser, or its assignee, shall cause to be delivered to the Seller the following: 4,0121, A wire transfer or negotiable instrument (County warrant) in an amount equal to the Purchase Price, No funds shall be disbursed to Seller until the Title Company verifies that the state of the title to the Property has not changed adversely since the date of the last endorsement to the commitments, and the Title Company is irrevocably committed to issue the owner's title policies to Purchaser in accordance with the commitments immediately after the recording of the deeds and easements, 4,0122, Funds payable to the Seller representing the cash payment due at Closing in accordance with Section III hereof, shall be subject to adjustment for prorations, adjustment for the credit set forth in Paragraph 7,05 hereof, adjustment for sums to be paid under Paragraphs 1,015(b) and 1,016 hereof, and other adjustments as set forth herein, 4,0123, A Temporary Access Easement as referenced in Paragraph 1,017 hereof, 4,0124, The Purchaser's executed counterpart of the Seller Lease, 4,0125, Combined Purchaser-Seller Closing Statement. 4,0126, Such documentation as may be necessary to evidence (for purposes of filing with the appropriate taxing bodies) the Seller charitable contribution under Paragraph 3,01 (b) and Paragraph 1,015(a). 4,02, 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 deeds and easements, 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 policies, issued pursuant to the commitments shall be paid by Purchaser, The cost of the title commitments, title search, and closing fees charged by Title Company shall also be paid by Purchaser. 4,03, Purchaser shall pay for the cost of recording the warranty deeds and easements, Real Property taxes shall be prorated based on the current year's tax with due allowance made for maximum allowable discount, homestead and any other applicable exemptions and paid by Seller. If Closing occurs at a date upon which the current year's millage is not fixed, taxes will be prorated based upon such prior year's millage, V, REQUIREMENTS AND CONDITIONS 5,01, 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: 10, 5,011, Purchaser has obtained, as of November 24,2008, ALTA commitments for owner's title insurance policies (AL TA Form B-1970) covering real estate elements of the Property, together with hard copies of all exceptions shown thereon, In addition to Purchaser's rights in paragraph 5,013 hereof to notify Seller of title defects or objections based on a survey, Purchaser shall have until December 24, 2008 to notify Seller in writing if the title commitments contain exceptions for matters that are not acceptable to Purchaser, that title is unmarketable, or the title commitments require corrective action to be taken to make the title marketable, Seller shall have the right to cure such matters as provided in Paragraph 5,012 hereof and shall be obligated to cure, or permit payment of, any voluntarily created liens encumbering the Property at Closing, 5,012. If Purchaser shall fail to advise the Seller in writing of any such objections in Seller's title in the manner herein required by this Agreement, the title shall be deemed acceptable, Upon notification of Purchaser's objection to title, Seller shall have 30 days to remedy any such objections or defects in order to convey good and marketable title and Seller shall use its best efforts to do so in order to make title good and marketable, However, Seller's best efforts do not require that it payor satisfy any involuntarily created or suffered liens that it disputes, but Purchaser is not required to accept such involuntarily created or suffered liens, Seller shall be required to payor satisfy voluntarily created liens at closing, In the event Seller is unable to cure said objections within said time period, Purchaser, by providing written notice to Seller within seven (7) days after expiration of said thirty (30) day period, may accept title as it then is, waiving any objection; or Purchaser may terminate the Agreement or Purchaser and Seller may extend the Agreement by mutual written agreement of the parties hereto, 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 exceptions to title as shown in the title commitment. 5,013, 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 shall be made based upon any change to the total acreage referenced in Exhibits A-1, A-2, B-1 and B-2, if any, VI. APPRAISAL 6,01, Purchaser has obtained the required appraisals to determine the value of the Property pursuant to the requirements of Florida Statutes, s,125,355, VII, INSPECTION 7,01, Purchaser shall have until December 24, 2008, ("Inspection Period"), to determine through appropriate investigation that: 7,011, There are no abnormal drainage or environmental requirements to the development of the Property, 7,012, With the exception of the existing, single-walled Underground Storage Tank, the Property is in compliance with all applicable State and Federal environmental laws and the Property is free from any pOllution or contamination, 7,013, The Property can be utilized for its intended uses and purposes for boat trailer and car parking, boat launch ramps, boat and trailer storage, waterfront and other park and recreational uses, a fueling facility, a ship's store, rest rooms, offices, a Manatee and 10,000 Islands educational center, and a fire station and emergency medical services facility 7,014, All structures and improvements on the property are sound, and all systems, fixtures and appliances are in good and safe operating condition, 7,015, The intended uses of the Property as a continuation of existing Operations and as a permanent fire station and emergency medical services facility is and will be permissible under existing zoning and planning regulations, lOA 7,02, If Purchaser is not satisfied, for any reason whatsoever, with the results of any investigation, Purchaser shall deliver to Seller, prior to the expiration of the Inspection Period, written notice of its intention to waive the applicable contingencies or to terminate this Agreement. If Purchaser fails to notify the Seller in writing of its specific objections as provided herein within the Inspection Period, it shall be deemed that the Purchaser is satisfied with the results of its investigations and the contingencies of Section VIII shall be deemed waived, In the event Purchaser elects to terminate this Agreement because of the results of its inspection and investigations, Purchaser shall deliver to Seller copies of all engineering reports, structural and systems inspection reports, and environmental and soil testing results commissioned by Purchaser with respect to the Property, 7,03, Purchaser and its agents, employees and servants shall, at their own risk and expense, have the right to go upon the Property at all reasonable times for the purpose of surveying and conducting site analyses, soil borings and all other necessary investigations and inspections, Purchaser shall, in performing such tests, investigations and inspections, use due care not to damage the property in any manner. Seller shall be notified by Purchaser no less than twenty-four (24) hours prior to any said inspection of the Property, 7,04, Seller acknowledges that the Purchaser, or its authorized agents, shall have the right to inspect the Property at any time prior to the Closing, and Seller shall assist Purchaser in obtaining tenants' cooperation in the performance of these inspections, 7,05, At Closing, Seller shall validly transfer to Purchaser the 20 Year Roof Membrane Limited Warranty received from Certainteed Commercial Roofing Systems dated September 23, 2006, Seller shall have no further liability regarding the physical condition of the Property, and Purchaser agrees, subject to the provisions of Paragraph 8,05 hereof, to accept the Property in its "as is" condition without warranty as to fitness or condition, 7,06, Prior to Closing, Seller shall ensure that the inoperable fire hydrants existing upon the Property are connected and operational and are capable of delivering reliable pressures and flows acceptable to the Ochopee Fire and Rescue District. VIII. POSSESSION. EXISTING LEASES AND AGREEMENTS, AND OCCUPANCY 8,01, Purchaser shall be entitled to full possession of the Property at Closing, excepting only those tenants in possession under those existing leases, storage agreements and contracts set forth in Exhibit C , and premises to be leased to Seller at the time of Closing in accordance with the Lease Agreement set forth in Exhibit E attached hereto and made a part hereof by reference, 8,02, At Closing, Seller shall execute, acknowledge and deliver to Purchaser, in recordable form, a valid and enforceable assignment of all of the aforesaid leases, storage agreements and contracts and the rents, taxes, storage fees and assessments associated therewith, Rents, taxes, storage fees, and assessments and other expenses pertaining to the Property shall be prorated between Seller and Purchaser at closing based upon the applicable period, and Seller shall be responsible for payment, at closing, of all taxes, assessments and other expenses pertaining to the Property up to and including the date of Closing, 8,03, At Closing, Seller shall pay over to Purchaser any and all security deposits and pre-paid rents and storage fees held on account of those tenants in possession as shown on Exhibit C , 8,04, Prior to December 24, 2008, Seller shall provide Purchaser with acceptable proof that all leases and storage agreements are in good standing and not in default and, specifically, that all tenants have procured and are maintaining policies of insurance as set forth in their leases or otherwise, and that the indemnities of said pOlicies may be assigned to Purchaser as Landlord, Seller further agrees, prior to December 24, 2008, to permit Purchaser to inspect Seller's rental receipts (rent rolls) for the past two (2) years for all current tenants subject to written leases, and to review repair and maintenance records for the buildings and other improvements upon the property, and Purchaser's performance hereunder shall be contingent upon the acceptability of said inspection and review, 8,05, At the time of Closing, with the exception of those areas occupied in accordance with those leases, storage agreements and contracts set forth on Exhibits C and D , in ,ltlD,j4 good standing, the Property will be delivered to Purchaser broom clean and free from all occupants, and their possessions, and the structures, systems and other improvements will be in the same condition as existed at the time of Purchaser's structural and systems inspections, reasonable wear and tear resulting from customary use and corrections to discovered defects excepted, 8,06, Without limitation of the foregoing, any boats, trailers, vehicles or other items existing on the property by virtue of storage agreements that are not in good standing shall be removed from the Property prior to Closing, and Seller shall assume all liability therefor, 8,07, Performance by Purchaser hereunder is conditioned upon a satisfactory determination and opinion from the Purchaser's counsel that Purchaser may assume all leases, storage agreements, and contracts set forth on Exhibit C, which said determination shall be made prior to December 24, 2008, 8,08, At or before Closing, Seller shall provide to Purchaser estoppel letters from all current tenants subject to written leases, including attornment provisions and in form and content acceptable to Purchaser's counsel. IX, ADDITIONAL CONTINGENCIES 9,01, Performance by Purchaser hereunder is contingent upon Purchaser's obtaining, prior to Closing and at Purchaser's sole cost and expense, the following items from Port of the Islands Community Improvement District: 9,011, A perpetual, non-exclusive easement for all purposes of vehicular and pedestrian access and ingress, including use by the general public, from the public right of way of U,S, Route 41 to the south boundary of the parcel described on Exhibit A-1, over the entire width of the right of way of Newport Drive, 9,012, Adequate assurances, by estoppel letter or otherwise, that sufficient Equivalent Residential Connections (ERC's) will be provided to Purchaser for existing uses and Operations plus uses as a fire station, irrespective of the location of the fire station upon the Property, all at no present or future cost to Purchaser. 9,02, Performance by Purchaser hereunder is contingent upon a determination, by Purchaser's counsel, that the rights attributable to the Property under that certain Reciprocal Parking Easement Agreement dated June 20, 2006 and recorded June 23, 2006 at O,R, Book 4060, Page 3149, Public Records of Collier County, Florida, run with the Property and will inure to the benefit of Purchaser after Closing, and that Purchaser will not thereby be subject to liabilities unacceptable to a public governmental entity without modification to said Reciprocal Parking Easement Agreement. 9,03, Performance by Seller hereunder is contingent upon the execution, by Seller and Purchaser, of that certain Lease Agreement set forth in Exhibit D attached hereto and incorporated herein by reference, which said Lease Agreement provides in pertinent part that Seller and/or Seller's assigns shall be allowed exclusive use of certain offices in the marina building for a period of nine (9) years following Closing at no cost to Seller other than the charges reflected in the Lease Agreement. 9,04, Performance by Seller is contingent upon Purchaser permitting Seller and/or Seller's assigns to retain perpetual exclusive use of six (6) parking spaces for purposes of loading and unloading, two (2) of said spaces to be located as conveniently as possible to each of the access ways to Docks A, B, and C of the Port of the Islands Marina Condominium at locations to be from time to time determined, and the provisions of this Paragraph 9,04 shall survive the Closing, 9,05, Performance by Purchaser is contingent upon Purchaser's ability to obtain all permits and licenses necessary to continue the Operations currently existing upon the Property without interruption, To aid in this endeavor, Seller agrees that Seller and certain members of Seller's staff shall be available to Purchaser to provide assistance and consultation during a transition period not to exceed two (2) months following Closing, In addition, if necessary, Seller agrees to continue Operations under Seller's lOA permits and licenses during this period for the benefit and account of Purchaser until Purchaser's permits and licenses are effective, all at no additional cost or expense to Purchaser. X, PRORATIONS 10,01, Ad valorem taxes and assessments due and payable on the Property at Closing shall be paid by Seller at Closing and prorated between the Seller and Purchaser. Seller shall further pay all 2008/2009 non-ad valorem taxes and assessments, 10,02, Rents, storage fees, and any other adjustments shall be prorated between the parties as of the date of Closing, with Seller being entitled to these items through the date of Closing and Purchaser being so entitled thereafter, XI. TERMINATION AND REMEDIES 11,01, If Seller shall have failed to perform any of the covenants and/or agreements contained herein which are to be performed by Seller, within ten (10) days of written notification of such failure, Purchaser may, at its option, terminate this Agreement by giving written notice of termination to Seller. Purchaser shall have the right to seek and enforce all rights and remedies available at law or in equity to a contract vendee, including the right to seek specific performance of this Agreement. 11,02, If Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated hereby or otherwise fails to perform any of the terms, covenants and conditions of this Agreement as required on the part of Purchaser to be performed, provided Seller is not in default, then as Seller's sole remedy, Seller shall have the right to terminate and cancel this Agreement by giving written notice thereof to Purchaser, and neither party shall have any further liability or obligation to the other, 11,03, The parties acknowledge that the remedies described herein and in the other provisions of this Agreement provide mutually satisfactory and sufficient remedies to each of the parties, and take into account the peculiar risks and expenses of each of the parties, XII. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES 12,01, Seller and Purchaser represent and warrant the following: 12,011, 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, 12,012, 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, 12,013, The warranties set forth in this Section shall be true on the date of this Agreement and as of the date of Closing, 12,014, Seller represents that it has no knowledge of any actions, suits, claims, proceedings, litigation or investigations pending or threatened against Seller, at law, equity or in arbitration before or by any Federal, State, municipal or other governmental instrumentality that relate to this Agreement or any other property that could, if continued, adversely affect Seller's ability to sell the Property to Purchaser according to the terms of this Agreement. lOA 12,015, No party or person other than Purchaser has any right or option to acquire the Property or any portion thereof, excepting those portions subject to leases, storage agreements and contracts to be assumed or granted as detailed on Exhibits C and D hereto, 12,016, 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, 12,017, To the best of Seller's knowledge: Seller represents that there are no incinerators, septic tanks or cesspools on the Property; all waste, if any, is discharged into a community sanitary sewer system, Seller represents that it has no knowledge that any pollutants are or have been discharged from the Property, directly or indirectly into any body of water, Other than the Underground Storage Tank referenced in Section XVI hereof, Seller represents that, to the best of Seller's knowledge, the Property has not been used for the production, handling, storage, transportation, manufacture or disposal of hazardous or toxic substances or wastes, as such terms are defined in applicable laws and regulations, or any other activity that would have toxic results, and no such hazardous or toxic substances are currently used in connection with the Operations on the Property other than the sale of gasoline, and there is no proceeding or inquiry by any authority with respect thereto, Seller represents that it has no knowledge that there is ground water contamination on the Property or potential of ground water contamination from neighboring properties, Seller represents that, to the best of Seller's knowledge, no storage tanks for gasoline or any other substances are or were located on the Property at any time during or prior to Seller's ownership thereof, with the exception of the existing single- walled Underground Storage Tank and prior fuel tanks as disclosed to Purchaser, Seller represents that, to the best of Seller's knowledge, no part of the Property has been used as a sanitary landfill, 12,018, Seller has no knowledge that the Property and Seller's operations concerning the Property are in violation of any applicable Federal, State or local statute, law or regulation, or of any notice from any governmental body that has been served upon Seller claiming any violation of any law, ordinance, code or regulation or requiring or calling attention to the need for any work, repairs, construction, alterations or installation on or in connection with the Property in order to comply with any laws, ordinances, codes or regulation with which Seller has not complied, 12,019, To the best of Seller's knowledge, there are no unrecorded restrictions, easements or rights of way (other than existing zoning regulations) that restrict or affect the use of the Property, and there are no maintenance, construction, advertising, management, leasing, employment, service or other contracts affecting the Property, other than as specifically disclosed to Purchaser. 12,020, Seller has no knowledge that there are any suits, actions or arbitration, bond issuances or proposals therefor, proposals for public improvement assessments, pay-back agreements, paving agreements, road expansion or improvement agreements, utility moratoriums, use moratoriums, improvement moratoriums, administrative or other proceedings or governmental or quasi- governmental investigations or requirements, formal or informal, existing or pending or threatened which affect 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. 12,021, Seller acknowledges and agrees that Purchaser is entering into this Agreement based upon Seller's representations stated above and on the understanding that Seller will not cause the zoning or physical condition of the Property to change from its existing state on the effective date of this Agreement up to and including the date of Closing, Therefore, Seller agrees not to enter into any contracts or agreements pertaining to or affecting the Property and not to do any act or omit to perform any act which would change the zoning or physical IDA condition of the Property or the governmental or quasi-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 or quasi- governmental authorities having jurisdiction of the development of the Property which may restrict or change any other condition of the Property, 12,022, At Closing, Seller shall deliver to Purchaser a statement (hereinafter called the "Closing Representative Statement") reasserting the foregoing representations as of the date of Closing, which provisions shall survive the Closing, 12,023, Seller 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; provided, however, that Seller's indemnity obligations hereunder are limited to environmental liability arising from the acts or omissions of Seller and its employees, This provision, and the rights of Purchaser hereunder, shall survive Closing and are not deemed satisfied by conveyance of title, 12,024, Any loss and/or damage to the Property between the date of this Agreement and the date of Closing shall be Seller's sole risk and expense, XIII. NOTICES 13,01 Any notice, request, demand, instruction or other communication to be given to either party hereunder shall be in writing, sent by registered or certified mail, or overnight delivery service, return receipt requested, postage and fees prepaid, addressed as follows: If to Purchaser: Gary Bigelow Real Property Management Building W, Facilities Management 3301 Tamiami Trail East Naples, Florida 34112 With a copy to: Jennifer A. Belpedio, Esquire Assistant County Attorney Office of the County Attorney Administration Building 3301 Tamiami Trail East Naples, Florida 34112 If to Seller: James Shucart 2614 Tamiami Trail North, Suite 700 Naples, FL 34103 Christopher Shucart 2614 Tamiami Trail North, Suite 615 Naples, FL 34103 With a copy to: Will J, Dempsey, Esquire Cheffy, Passidomo, Wilson & Johnson, LLP 821 Fifth Avenue South, Suite 201 Naples, FL 34102 IDA 13,02, The addressees and addresses 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 addresses or addressees only, unless and until such written notice is received, the last addressee and respective address stated herein shall be deemed to continue in effect for all purposes, For purposes of notice requirements herein, notice shall be deemed given upon receipt. XIV, REAL ESTATE BROKERS 14,01, Any and all brokerage commissions or fees shall be the sole responsibility of the Seller, Seller shall indemnify Purchaser and hold Purchaser harmless from and against any claim or liability for commission or fees to any broker or any other person or party claiming to have been engaged by Seller as a real estate broker, salesman or representative, in connection with this Agreement. Seller agrees to pay any and all commissions or fees at closing pursuant to the terms of a separate agreement, if any, XV, MISCELLANEOUS 15,01, This Agreement may be executed in any number of duplicate original counterparts which together shall constitute the agreement of the parties, 15,02, 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 trustees, and assignees whenever the context so requires or admits, 15,03, Any amendment to this Agreement shall not bind any of the parties hereto 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, 15,04, 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, 15,05, 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, 15,06, 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, 15,07, 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, 15,08, 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, 15,09, 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 the Purchaser, 15,10, This Agreement is governed and construed in accordance with the laws of the State of Florida, 15,11, This Agreement will be effective as of the date of Purchaser's execution of this Agreement. 1041 XVI. UNDERGROUND STORAGE TANK RESPONSIBILITIES 16,01 As soon as practicable following Closing, and prior to December 31, 2009, the Purchaser shall, at its own cost and expense, estimated to be in the amount of Two Hundred Thousand and no/100 Dollars ($200,000), excavate and replace the existing single-walled Underground Storage Tank in accordance with all Florida laws and regulations, 16,02, At the time of said excavation and replacement, should it be determined that no remediation of soil and ground water contamination resulting from the existing Underground Storage Tank is required, all funds held in escrow pursuant to Paragraph 3,03 hereof, together with accrued interest, shall be paid over to Seller, 16,03, At the time of said excavation and replacement, should it be determined that remediation of soil and ground water contamination resulting from the existing Underground Storage Tank is necessary or required under Florida laws and regulations, Seller shall reimburse Purchaser for any and all costs associated with such remediation, including periodic monitoring, in an amount not to exceed Two Hundred Thousand and no/100 Dollars ($200,000) plus accrued interest. 16,04, Funds held in escrow pursuant to Paragraph 3,03 hereof, together with accrued interest, shall be used to satisfy Seller's obligations under Paragraph 16,03, As expenses are incurred under Paragraph 16,03, payments to the Purchaser shall be made from the funds so held, At such time that Purchaser obtains written approval from the Florida Department of Environmental Protection (FDEP) that remediation complies with Florida laws and regulations, and that no further monitoring activities are required, any remaining funds held, together with accrued interest, shall be paid over to the Seller. 16,05, Following disbursement pursuant to Paragraphs 16,02 or 16,04 hereof, Seller and Purchaser shall have no further obligation to one another resulting from the provisions of this Section XVI. 16,06, The terms and provisions of this Section XVI constitute agreed-upon instructions to the Escrow Agent for disbursement of the escrowed funds and shall survive closing, XVII. ENTIRE AGREEMENT 17,01, This Agreement and the Exhibits attached hereto contain the entire agreement between the parties, and no promise, representation, warranty or covenant not included in this Agreement or any such referenced agreements has been or is being relied upon by either party, No modification or amendment of this Agreement shall be of any force or effect unless made in writing and executed and dated by both Purchaser and Seller. IN WITNESS WHEREOF, the parties hereto set forth hands and seals as of the date first above written, Date Project/Acquisition Approved by BCC: /;J,,); I.t / ~~ AS TO PURCHASER: DATED: /.J..j/7pci ATTEST;,,, ", ""f DWlG!'iT E BROCK, Clerk ~ BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLOR A ",to Q!lt '~-'QftlJi ,'~ .~..... , , , ,. ~i . :.; tJ ... i . -' - IDA AS TO SELLER: DATED: {;;..)II/O q THE ISLANDS MARINA, LLC, a Florida limited liability company WITNESSES: C~.~? (Sig at re) I 1I1)lt.; :ZV~$ Ef...-~ (Pr' ed Name) BY es Shucart, Manager WITNESSES: <:: / ~(~ (Signature)" }//I/<4 ~ US$' ec.....<:- , ted Name) B/\r:'\ ~ Christopher Shucart, Manager (Printed Name) AS TO SELLER: DATED: /;;'/1/ /04 . PORT OF THE ISLANDS PROPERTIES, LLC, a Florida limited liability company WITNESSES: ~ (ta&; .~ tfA/V~ ';2 /) <; S E L/..... Name) s Shucart, Manager WITNESSES: ~ (Signature) -HItN~ 'j2V(~€("L- , ed (Printed ame) Approved as to form and legal sufficiency: ey By:r~'~i j Christopher Shucart, Manager lOA z o - E-< ~:>< ~~ mo:; .~~ elm p,;....ex: o E-< ::I:: 0 Uz E-< ~ CI.l ~ w u ~ < ~ :::l~ ~:5 .(~~ z " ~~~ ~~u <~ ~~w o 0 Z~~ :S~< !:'!j~ w~-l Z '-w o u < m o " ,c' ~ < w . 0 ~.~ ~~ Q - -I"') ~< .., I"'l~ ~ o~ c ~ ~~ ~~ ~ ~~ a ~N < .., ~ ~o ~~ g~ ~ ~~ ~ ~ ~ ~~ cO ~ ~~ ~ 82 ~ ~ ~ :~ =~ ~ ~~ ~ ~~ ~ 0 ~ ..,u o~ 0 8?5:t: ~o til eJ ~ ~ ti w 0:: ~ ~a: w :r:~"" :z: l- :t:.... 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Richard Law 775 17th Street SW, Naples, Florida 34117 Office space for boat rentals $450.00/month - $468.00 as of December 1, 2008 $45.00/month electrical service $450.00 $450.00 last month rent November 30, 2009 Option for two years: to November 30, 2011 Monthly rates increase by 4% on December 1S1 of each year Suite NO.3 (Co-Tenant) Tenant: Principal: Address: Use: Rent: (upland share): Utilities: Security Deposit: (upland share) Prepaid Rent: (upland share) Termination: Renewal: Remarks: The Boat Club, Inc. William R. Minder 760 14th Avenue NW, Naples, Florida 34120 Office for operation of private membership boat club $450.00/month - $468.00 as of December 1, 2008 $45.00/month electrical service $450.00 $450.00 last month rent November 30, 2009 Option for two years, to November 30, 2011 Monthly rates increase by 4% on December 1 sl of each year Storage Agreements and Contracts: Name: Address: Telephone: Prepaid Annual Rent: Term: Aaron C. Winans 2011 Gulf Shore Boulevard N, Naples, Florida 34102 859-533-6946, cell: 859-533-2709 $1,500.00 February 5, 2008 - February 5, 2009 Name: Address: Telephone: Prepaid Annual Rent: Term: Frank Keller 7640 Oldfield Road, Crestline, Ohio 44827 419-683-4960, cell: 419-295-2361 $1,375.00 March 31, 2008 - March 30, 2009 Name: Address: Telephone: Prepaid Annual Rent: Term: Gordy Torgerson 302 Newport Drive, No. 1512, Naples, Florida 34114 239-389-0973, cell: 612-597-7758 $1,500.00 January 1, 2008 - January 1, 2009 Name: Address: Telephone: Prepaid Annual Rent: Term: Jeff Biery P.O. Box 279, Damascus, Ohio 330-537-2021, cell: 330-429-1481 $1,375.00 April 2, 2008 - April 1, 2009 Name: Address: Telephone: Prepaid Annual Rent: Term: Joe Bivona 194 Newport Drive, Naples, Florida 34114 239-394-7206, cell: 860-778-3474 $1,30000 May 2, 2008 - May 1, 2009 Name: Address: Telephone: Prepaid Annual Rent: Term: Name: Address: Telephone: Prepaid Annual Rent: Term: Name: Address: Telephone: Prepaid Annual Rent: Term: Name: Address: Telephone: Prepaid Annual Rent: Term: Name: Address: Telephone: Prepaid Annual Rent: Term: Name: Address: Telephone: Prepaid Annual Rent: Term: Name: Address: Telephone: Prepaid Annual Rent: Term: Name: Address: Telephone: Prepaid Annual Rent: Term: Name: Address: Telephone: Prepaid Annual Rent: Term: Name: Address: Telephone: Prepaid Annual Rent: Term: 10" EXHIBIT C Page 2 of 3 John Javor 25054 Peacock Lane, No. 202, Naples, Florida 34114 239-331-7478 $150000 November 1, 2008 - November 1, 2009 John J. Robison 10425 SW 52"d Terrace, Miami, Florida 33165 305-279-3589, cell: 786-236-7165 $1,500.00 September 10, 2008 - September 9,2009 Martin McAlpine Sunrise Cay, Bldg. 237, No. 102, Naples, Florida 239-394-6088, cell: 763-682-5367/612-720-7979 $1,200.00 March 5, 2008 - March 4, 2009 Ed Gubanich 4100 Daglia Street, Denver, Colorado 80216 303-377-5166 $1,375.00 July 1, 2008 - June 30, 2009 Martin P. Hussey 4915 Rattlesnake Hammock Road, No. 102, Naples, Florida 34113 $1,500.00 March 24, 2008 - March 23, 2009 Robert Streck 10 Homestead Lane, East Hampton, New York 11937 239-417-0666, cell: 631-324-5742 $1,375.00 May 2, 2008 - May 1, 2009 Steven Wilkerson 954-928-0408, cell: 954-850-4072 $1,500.00 February 19, 2008 - February 19, 2009 Ted Townsend 117 Newport Drive, Naples, Florida 34114 $1.475.00 May 16, 2008 - May 15, 2009 Victor G. Santamarina 2330 Queens Way, Naples, Florida 34112 239-530-1705, cell: 239-272-9458 $1,375.00 April 12, 2008 - April 11, 2009 William B. Ansley 278 Newport Drive, No. 201, Naples, Florida 34114 720 Carson Valley, Duncansville, Pennsylvania 16635 814-695-9817, cell: 814-932-9817 $1,37500 April 1 , 2008 - April 1, 2009 Name: Address: Telephone: Prepaid Annual Rent: Term: Name: Address: Telephone: Prepaid Annual Rent: Term: I OJ? EXHIBIT C Page 3 of 3 William D. Nelson P.O. Box 217, Stone Lake, Wisconsin 54876 715-579-1100 $1,200.00 May 23, 2008 - May 23, 2009 Mike Trepanier 14690 SW 156'h Avenue, Miami, Florida 33196 305-803-0359 $1,500.00 June 28, 2008 - June 27, 2009 EXHIBIT D Page J of 5' IDA Lease # LEASE AGREEMENT THIS LEASE AGREEMENT entered into this _ day of December, 2008, between The Islands Marina, LLC and Port of the Island Properties, LLC, whose mailing address is 2614 Tamiami Trail North, Suite 615, Naples, Florida 34103, hereinafter referred to as "LESSEE," and COLLIER COUNTY, a political subdivision of the State of Florida, whose mailing address is 330 I East Tamiami Trail, Naples, Florida 34112, hereinafter referred to as "LESSOR." WITNESSETH In consideration of the mutual covenants contained herein, and other valuable consideration, the parties agree as follows: ARTICLE 1. Demised Premises LESSOR hereby leases to LESSEE and LESSEE hereby leases from LESSOR Suites # I and #2 located at 525 Newport Drive, Naples, Florida 34114, which is further described in Exhibit "A," and which is attached hereto and made a part of this Lease, hereinafter called the "Demised Premises," situated in the County of Collier and the State of Florida, for the sole purpose of operating a marina sales and property management office. ARTICLE 2. Tenn of Lease LESSEE shall have and hold the Demised Premises for a tenn of nine (9) years, commencing on January I, 2009 and ending nine (9) years from that date. LESSOR reserves the right to tenninate this Lease, upon material default by Lessee, by providing LESSEE with sixty (60) days written notice to the address set forth in Article 14 of this Lease. Said notice shall be effective upon placement of the notice in an official depository of the United States Post Office, Registered or Certified Mail, Postage Prepaid. ARTICLE 3. Rent LESSEE hereby covenants and agrees to pay as rent for the Demised Premises the sum of One Dollar and 0011 00 Cents ($1.00) per annum. The rent for the entire lease tenn shall be paid in full thirty (30) days following the execution of this Lease by LESSOR. ARTICLE 4. Other Expenses and Charges LESSEE shall pay all costs associated with telephone and any communications service as well as janitorial services rendered at the Demised Premises. LESSOR shall have no obligation to provide any of the aforementioned services to the Demised Premises. LESSEE shall pay a monthly fee of Ninety Dollars ($90.00) to LESSOR at the address set forth in this Lease, for electrical service. ARTICLE 5. Modifications to Demised Premises Prior to making any changes, alterations, additions or improvements to the Demised Premises, LESSEE will provide to LESSOR all proposals and plans for alterations, improvements, changes or additions to the Demised Premises for LESSOR'S written approval, specifying in writing the nature and extent of the desired alteration, improvement, change, or addition, along with the contemplated starting and completion time for such project. LESSOR or its designee will then have sixty (60) days within which to approve or deny in writing said request for changes, improvements, alterations or additions. LESSOR shall not unreasonably withhold its consent to required or appropriate alterations, improvements, changes or additions proposed by LESSEE. If after sixty (60) days there has been no response from LESSOR or its designee to said proposals or plans, then such silence shall be deemed as a denial to such request to LESSEE. LESSEE covenants and agrees in connection with any maintenance, repair work, erection, construction, improvement, addition or alteration of any authorized modifications, additions or improvements to the Demised Premises, to observe and comply with all then and future applicable laws, EXHIBIT f) Page :z.. of 5' l/{J) :4 ordinances, rules, regulations, and requirements of the United States of America, State of Florida, County of Collier, and any and all governmental agencies. LESSEE may install signage on the exterior of the Demised Premises, provided that such signage is consistent with the style and quality of existing signage and accords with applicable laws and regulations. All alterations, improvements and additions to said Demised Premises shall at once, when made or installed, be deemed as attached to the freehold and to have become property of LESSOR. Prior to the termination of this Lease or any renewal term thereof, or within thirty (30) days thereafter, if LESSOR so directs, LESSEE shall promptly remove the additions, improvements, alterations, fixtures and installations which were placed in, on, or upon the Demised Premises by LESSEE, and repair any damage occasioned to the Demised Premises by such removal; and in default thereof, LESSOR may complete said removals and repairs at LESSEE'S expense. LESSEE covenants and agrees not to use, occupy, suffer or permit said Demised Premises or any part thereof to be used or occupied for any purpose contrary to law or the rules or regulations of any public authority. ARTICLE 6. Access to Demised Premises LESSOR, its duly authorized agents, representatives and employees, shall have the right after reasonable notice to LESSEE, to enter into and upon the Demised Premises or any part thereof at all reasonable hours for the purpose of examining the same and making repairs or providing services therein, and for the purposes of inspection for compliance with the provisions of this Lease Agreement. ARTICLE 7. Assignment and Subletting LESSEE covenants and agrees not to sublet any part of the Demised Premises, or to permit any other persons to occupy same without the written consent of LESSOR. LESSEE may assign its rights hereunder with the prior consent of LESSOR, which consent shall not be unreasonably conditioned, withheld, or delayed. Any such assignment or subletting, even with the consent of LESSOR, shall not relieve LESSEE from liability for payment of rent or other sums herein provided or from the obligation to keep and be bound by the terms, conditions and covenants of this Lease. The acceptance of rent from any other person shall not be deemed to be a waiver of any of the provisions of this Lease or to be consent to the assignment of this Lease or subletting of the Demised Premises. ARTICLE 8. Indemnity LESSEE, in consideration of Ten Dollars ($10.00), the receipt and sufficiency of which is hereby acknowledged, shall indemnify, defend and hold harmless LESSOR, its agents and employees from and against any and all liability (statutory or otherwise), damages, claims, suits, demands, judgments, costs, interest and expenses (including, but not limited to, attorneys' fees and disbursements both at trail and appellate levels) arising, directly or indirectly, from any injury to, or death of, any person or persons or damage to property (including loss of use thereof) related to (A) LESSEE'S use of the Demised Premises, (B) any work or thing whatsoever done, or any conditions created (other than by LESSOR, its employees, agents or contractors) by or on behalf of LESSEE in or about the Demised Premises, (C) any conditions of the Demised Premises due to or resulting from any default by LESSEE in the performance of LESSEE'S obligations under this Lease, or (D) any act, omission or negligence of LESSEE or its agents, contractors, employees, subtenants, licensee or invitees. In case any action or proceeding is brought against LESSOR by reasons of anyone or more thereof, LESSEE shall pay all costs, attorneys' fees, expenses and liabilities resulting therefrom and shall defend such action or proceeding if LESSOR shall so request, at LESSEE'S expense, by counsel reasonably satisfactory to LESSOR. The LESSOR shall not be liable for any injury or damage to person or property caused by the elements or by other persons in the Demised Premises, or from the street or sub-surface, or from any other place, or for any interference caused by operations by or for a governmental authority in construction of any public or quasi-public works. The LESSOR shall not be liable for any damages to or loss of, including loss due to petty theft, any property, occurring on the Demised Premises or any part thereof, and the LESSEE agrees to hold the LESSOR harmless from any claims for damages, except where such damage or injury is the result of the gross negligence or willful misconduct of the LESSOR or its employees. 2 EXHIBIT [) Page 3 of S 104 ARTICLE 9. Insurance LESSEE shall provide and maintain general liability and property liability insurance policy(ies) pursuant to the provision of the Florida Insurance Risk Management Trust Fund and pursuant to the provisions of Section 768.28, Florida Statutes, during the term of this Agreement. In addition, LESSEE shall provide and maintain Worker's Compensation Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage shall include Employer's Liability with a minimum limit of One Hundred Thousand Dollars and Noll 00 Cents ($100,000.00) each accident. Evidence of such insurance shall be provided to the Collier County Risk Management Department, 330 I East Tamiami Trail, Administration Building, Naples, Florida, 341 12, for approval prior to the commencement of this Lease Agreement; and shall include a provision requiring thirty (30) days prior written notice to Collier County c/o County Risk Management Department in the event of cancellation or changes in policy(ies) coverage. The LESSEE acknowledges and agrees that no changes or cancellations to the insurance coverage will occur without thirty (30) days prior written notice to LESSOR. LESSEE shall ensure that LESSEE'S insurance provider will be responsible for notifying the LESSOR directly of any changes related to insurance coverage. LESSEE shall also ensure that the insurance coverage provided in accordance with this agreement shall require that the company or companies writing such insurance policy(ies) shall provide to LESSOR written notice of cancellation thirty (30) days prior to the proposed cancellation. LESSOR reserves the right to reasonably amend the insurance requirements by issuance of notice in writing to LESSEE, whereupon receipt of such notice Lessee shall have thirty (30) days in which to obtain such additional insurance. ARTICLE 10. Maintenance LESSEE shall keep the Demised Premises clean at all times at its sole cost and expense. ARTICLE I I. Default by LESSEE Failure of LESSEE to comply with any provision or covenant of this Lease shall constitute a default and LESSOR may, at its option, terminate this Lease after providing written notice to LESSEE, as specified in Article 2 of this Lease, unless the default be cured within the sixty (60) day notice period (or such additional time as is reasonably required to correct such default). ARTICLE 12. Default bv LESSOR LESSOR shall in no event be charged with default in the performance of any of its obligations hereunder unless and until LESSOR shall have failed to perform such obligations within thirty (30) days (or such additional time as is reasonably required to correct such default) after notice to LESSOR by LESSEE properly specifying wherein LESSOR has failed to perform any such obligations. ARTICLE 13. Notices Any notice which LESSOR or LESSEE may be required to give to the other party shall be in writing to the other party at the following addresses: LESSOR: LESSEE: Board of County Commissioners c/o Real Property Management Building 'W' 330 I East Tamiami Trail Naples, Florida 34112 James and Christopher Shucart The Islands Marina, LLC and Port of the Island Properties, LLC 2614 Tamiami Trail North Suite 615 Naples, Florida 34103 cc: Office of the County Attorney ARTICLE 14. Surrender of Premises LESSEE shall deliver up and surrender to LESSOR possession of the Demised Premises at the termination of this Lease, or its earlier termination as herein provided, broom clean and in as good condition and repair as the same shall be at the commencement of the term of this Lease or may have 3 EXHIBIT 0 Page .., of 5 lOA been put by LESSOR or LESSEE during the continuance thereof, ordinary wear and tear and damage by fire or the elements beyond LESSEE'S control excepted. ARTICLE 15. General Provisions LESSEE expressly agrees for itself, its successor and assigns, to refrain from any use of the Demised Premises which would interfere with or adversely affect the operation or maintenance of LESSOR'S standard operations where other operations share common facilities. (a) Rights not specifically granted the LESSEE by this Lease are hereby reserved to the LESSOR. (b) LESSEE agrees to pay all sales tax imposed on the rental of the Demised Premises where applicable under law. (c) LESSEE agrees to pay all intangible personal property taxes that may be imposed due to the creation, by this Lease, of a leasehold interest in the Demised Premises or LESSEE'S possession of said leasehold interest in the Demised Premises. ARTICLE 16. Environmental Concerns LESSEE represents, warrants and agrees to indemnify, reimburse, defend and hold harmless LESSOR, from and against all costs (including attorneys fees) asserted against, imposed on or incurred by LESSOR 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. ARTICLE 17. Radon Gas In compliance with Section 404.056, Florida Statutes, all parties are hereby made aware of the following: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your County Public Health Department. ARTICLE 18. Extent of Liens All persons to whom these presents may come are put upon notice of the fact that the interest of the LESSOR in the Demised Premises shall not be subject to liens for improvements made by the LESSEE, and liens for improvements made by the LESSEE are specifically prohibited from attaching to or becoming a lien on the interest of the LESSOR in the Demised Premises or any part of either. This notice is given pursuant to the provisions of and in compliance with Section 713. 10, Florida Statutes. ARTICLE 19. Effective Date This Lease shall become effective on January 1,2009. ARTICLE 20. Governing Law This Lease shall be governed and construed in accordance with the laws of the State of Florida. IN WITNESS WHEREOF, the parties hereto have hereunder set forth their hands and seals. AS TO THE LESSOR: DATED: ATTEST: DWIGHT E. BROCK, Clerk BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA , Deputy Clerk BY: TOM HENNING, Chairman 4 EXHlplT [) Page of lIt' lOA AS TO LESSEE: The Islands Marina, LLC and Port of the Island Properties, LLC DATED: WITNESS (signature) BY: JAMES SHUCART (print name) WITNESS (signature) (print name) BY: CHRISTOPHER SHUCART WITNESS (signature) (print name) WITNESS (signature) (print name) Approved as to form and legal sufficiency: Jennifer A. Belpedio, Assistant County Attorney 5