REPORT OF INVESTIGATION Complaint Number 17-028 NOTICE CONCERNING CONFIDENTIALITY This report of investigation concerns an alleged violation of Chapter 112, Part Florida Statutes, or other breach of public trust under provisions of Article II, Section 8, Florida Constitution. The Report and any exhibits may be confidential (exempt from the public records law) pursuant to Section 112.324, Florida Statutes, and Chapter 34-5, F.A.C., the rules of the Commission on Ethics. Unless the Respondent has waived the confidentiality in writing, this report will remain confidential until one of the following occurs: (1) the complaint is dismissed by the Commission; (2) the Commission finds sufficient evidence to order a public hearing; or (3) the Commission orders a public report as a final disposition of the matter. STATE OF FLORIDA COMMISSION ON ETHICS Post Office Drawer 15709 Tallahassee, Florida 32317?5709 REPORT OF INVESTIGATION TITLE: SAM J. SAAD, Naples City Council Member Naples, Florida COMPLAINT NO.: 17-028 Exhibits A through INVESTIGATED BY: 6/5 VW H. B. Jacksopf' Distribution: Commission on Ethics Respondent Advocate File Releasing Authority: Executive Director Date REPORT OF INVESTIGATION COMPLAINT 0. 17-028 (1) Linda Penniman, the City of Naples Vice?Mayor, ?led the complaint. The Respondent, Sam J. Saad, is a Naples City Council Member. The complaint alleges that the Respondent, who owns and operates a law firm, participated in a discussion and then voted on a measure affecting a client of the firm, Axonic Capital, LLC. The complaint maintains that the Respondent?s firm served as a successor trustee of an Axonic Capital trust and that the Respondent did not disclose any con?ict prior to or at the time of the vote. The complaint further alleges that at the time of the vote, the Respondent's ?rm also represented Pikus Property Management, which managed properties owned by Axonic Capital. Therefore, the complaint alleges the Respondent's vote affected Pikus Property Management as well. Also, the complaint claims the Respondent's legal work for this property management company increased following the vote. (2) The Executive Director of the Commission on Ethics noted that based upon the information provided in the complaint, the above-referenced allegations were suf?cient to warrant a preliminary investigation to determine whether the Respondent violated Section Florida Statutes (Solicitation or Acceptance of Gifts), Florida Statutes (Unauthorized Compensation), Florida Statutes (Misuse of Public Position), and 112.3143 Florida Statutes (Voting Con?ict). (3) The Complainant advised that the complaint is based on the public records she included with her complaint and that she does not have any personal knowledge of the Respondent's relationship to Axonic Capital or Pikus Property Management. (4) Collier County records re?ect that on July 11, 2016, 7?Eleven, Inc., of Irving, Texas, purchased pr0perty located at 499 Goodlette-Frank Road in Naples for $1,650,000 from the 499 Goodlette Road, LLC. City of Naples records re?ect that on May 18, 2016, approximately two months prior to the purchase, the City Council?including the Respondent?voted to approve a site plan with deviations petition which permitted the construction of a new 7?Eleven store at the Goodlette?F rank Road location. At the time of the vote, 499 Goodlette Road, LLC, owned of the property. (5) The Complainant alleges that prior to 7-Eleven?s purchase of the property in question, Pikus Property Management, LLC, managed the property for its owner. The Complainant further alleges that Mr. Matthew Pikus, the owner/operator of Pikus Property Management, is a client of the Respondent's law firm. (6) Mr. Pikus con?rmed that he owns/operates Pikus Property Management, a commercial and residential property management company which fomerly managed the commercial property located at 499 Goodlette?Frank Road in Naples. He described the former property as a "strip center" which accommodated the of?ces and retail space of seven businesses. Mr. Pikus related that while he was managing the Goodlette-Frank Road property, it was owned by 499 Goodlette Road, LLC. He explained that 499 Goodlette Road, LLC, is an entity that was specifically established to hold the deed for the Goodlette Road property, and that Axonic Capital, LLC, owned and controlled 499 Goodlette Road, LLC. Mr. Pikus advised that Axonic Capital is an investment capital company based in New York, and that Axonic Capital controls hundreds of properties in Collier County. Mr. Pikus further related that Axonic Capital is owned and operated by Mr. Jonathon Shechtman, (7) Mr. Pikus advised that sometime in March 2016, 7?Eleven, lnc., entered into negotiations with Axonic Capital concerning the purchase of the Goodlette Road property. He related that he was involved in the negotiations between 7-Eleven and Axonic because he represented Axonic Capital, as the seller of the property, in the matter. Mr. Pikus explained that in addition to operating a property management company, he also operates Pikus Realty Company, a real estate brokerage ?rm. (8) Mr. Pikus advised that the representatives of 7-Eleven were interested in the Goodlette Road property because they planned to remove the existing commercial building from the property in order to construct a convenience store and gas station on the site. He recalled that the inclusion of a gas station in the project required that the City Council approve a site plan with code deviations for the project. Therefore, he said, 7-Eleven agreed to purchase the property based on the contingency that should the City Council vote not to approve the proposed site plan, they would not be committed to the purchase of the property. (9) Meeting minutes (Exhibit A) of a May 18, 2016, Naples City Council regular meeting re?ect that the Council voted to approve a resolution permitting the construction of a 7? Eleven convenience store with a gas station at the 499 Goodlette-Frank Road property. The minutes further re?ect that during the public comment portion of the meeting, an audience member questioned whether the Respondent should recuse himself from voting on the measure. The minutes show that the Respondent replied that he had spoken with the City Attorney regarding the issue and that no con?ict existed for him. The minutes further show that the Respondent made a motion and voted on the measure, which passed by a four to three margm. (10) Mr. Pikus advised that his property management company has for years engaged the services of the Respondent's law ?rm, Sam J. Saad PA, to assist in the evictions of delinquent tenants. However, Mr. Pikus advised that since 2013, the number of evictions that the Respondent's ?rm has become involved in on behalf of his company have been drastically reduced. He explained that his company manages the rental of hundreds of apartments that are owned by Axonic Capital and that, prior to 2013, the Respondent's ?rm provided eviction related legal services for those apartments. He related that because the Respondent and Mr. Jonathon Shechtman, the principal owner of Axonic Capital, had a "falling out" during the summer of 2013, since that time he has engaged the Respondent's ?rm only to assist in evictions of properties he manages which are not owned by Axonic Capital. (11) Mr. Pikus provided computer generated reports from his property management company which re?ect that from January 1, 2013, until June 19, 2013, his company provided several payments each month to the Respondent's law ?rm which, when combined, totaled $12,740 for the six month period. Records show that no payments were made to the Respondent's law ?rm from July through December 2013. During 2014, Pikus Property Management records re?ect that the Respondent's ?rm was paid $1,108, and that during 2015, payments from the property management company to the Respondent's ?rm totaled $748. However, records show that payments from Mr. Pikus' company to the Respondent's ?rm increased to $5,685 during 2016. (12) Mr. Pikus reviewed the records and explained the reasons for the increase during 2016. He noted that the Respondent's ?rm represented his property management company in only ?ve evictions during 2016. In contrast, he said, the Respondent's ?rm was involved during 2015 in 19 eviction actions on behalf of Pikus Property Management. However, he said, two of the 2016 evictions were contested by the tenants of the properties involved. Mr. Pikus relate that contested evictions result in substantially higher legal fees than uncontested evictions. Mr. Pikus advised that the record shows the increase in legal fees paid to the Respondent's ?rm during 2016 was a result of the ?rm's involvement in more contested evictions than during the previous two years. He said that because it is dif?cult to predict in advance when a tenant will contest an eviction, the rise in fees paid to the Respondent's ?rm was not a result of a deliberate intent to increase the fees paid to the Respondent's ?rm during 2016. Mr. Pikus added that his company also employs another law ?rm in addition to the Respondent's ?rm to complete evictions?related to properties not owned by Axonic??which he said, is another reason why the increase in fees during 2016 was merely circumstantial. (13) Mr. Pikus denied that he or his company provided the Respondent or his ?rm with additional legal work, or anything else of value, in exchange for his vote regarding the 7- Eleven site plan approval. Also, he said that the Respondent did not solicit anything of value from him in connection with the site plan approval vote. Furthermore, he said that the fees paid to the Respondent's ?rm were for legal fees associated with evictions and did not involve the property in question. (14) Mr. Pikus advised that in addition to his business relationship with the Respondent's law ?rm concerning tenant evictions, they also are both involved in PISA Acquisitions, LLC, a real estate investment company established during 2011. Mr. Pikus advised that he has an ownership interest in PISA Acquisitions, and that the Respondent receives 15 percent of the company's pro?ts in exchange for having his ?rm provide legal services to the company. However, Mr. Pikus advised that the Respondent does not have an ownership interest in the company. (15) Mr. Pikus said that PISA Acquisitions has not been involved in any transactions since 2014, although it remains an active entity. Florida Department of State, Division of Corporations records (Exhibit B) identify the Respondent as the Registered Agent and a Managing Member of PISA Acquisitions, LLC, in the company's April 26, 2016, ?ling. (16) Mr. Pikus recalled that because of their business relationships, the Respondent contacted him by telephone prior to voting on the May 18, 2016, 7-Eleven site plan approval. Mr. Pikus said that during the call, the Respondent asked whether he (Pikus) had an ownership interest in the 499 Goodlette?Frank Road property. Speci?cally, Mr. Pikus recounted that the Respondent asked, "Are you going to make money on the deal?" Mr. Pikus advised that he had no ownership interest in the property and that he understood the Respondent's question to be, "Are you going to realize a pro?t from the sale?" Therefore, Mr. Pikus said, he told the Respondent that he did not have an ownership interest in the property and that he was not going to receive a portion of the proceeds from the sale of the property. (17) Mr. Pikus said that the Respondent did not speci?cally ask during the telephone call if he was going to receive a commission from the sale of the property. Also, he said, he did not tell the Respondent that he was going to receive a sales commission for brokering the real estate transaction upon the close of the sale. Nevertheless, Mr. Pikus advised, his brokerage company received a sales commission of $24,750 from Axonic Capital when 7-Eleven purchased the property in question. (18) Mr. Pikus advised that he did not purposely conceal from the Respondent that he was going to receive a sales commission from the transaction. He advised that a sales commission was simply not discussed because he responded to other questions posed by the Respondent regarding the transaction during their telephone conversation the day before the site plan vote. (19) Mr. Pikus recalled that he subsequently read a local newspaper article which reported that the Respondent had stated that he (Mr. Pikus) was not receiving a commission from the sale of the Goodlette?Frank Road property. Responding to the statement attributed to the Respondent in the article, Mr. Pikus said, don't know what would lead him to take it that way. He knew I was a broker, he knew I was a property manager, I don't know if he knew I was brokering the deal, but I don't know why that conclusion was drawn." (20) Mr. Pikus said that although he received a commission from the sale of the property, the transaction was both a gain and a loss for him. He said that although his brokerage company received a sales commission from the transaction, his property management company lost the management fees it had been receiving for managing the property. He estimated that his company collected $10,000 per year in fees for managing the property, and he expected to continue managing the property if it had not been purchased by 7?Eleven. Mr. Pikus said that the Respondent did not ask if the real estate transaction would result in a loss for him and that they did not otherwise discuss the matter. (21) The Respondent was interviewed in the presence of his attorney, Ms. Linda Bond Edwards, who participated in the interview via telephone conference call. The Respondent advised that he was elected to the Naples City Council in November 2010, and that when his present term ends in November 2018, he will be ineligible for reelection due to term limits. (22) The Respondent con?rmed that his firm provides legal services to Pikus Property Management and that he has an interest in PISA Acquisitions as described by Mr. Pikus in paragraph 14. (23) The Respondent recalled that prior to voting on the proposed site plan approval in May 2016, he sought the advice of Mr. Robert Pritt, the Naples City Attorney, regarding whether his business relationships with Mr. Pikus could cause a voting con?ict for him. The Respondent provided a record (Exhibit C) of his May 17, 2016, e-mail exchange with Mr. Pritt concerning the issue. The messages show that Mr. Pritt initially advised the Respondent that if Mr. Pikus was going to gain or lose something of value based upon how the City Council voted on the measure, then there likely was a con?ict. (24) The Respondent recalled that he contacted Mr. Pikus by telephone the same day (May 17, 2016) that he exchanged the e-mail messages with Mr. Pritt about a con?ict. The Respondent acknowledged that he was aware of the possibility that Mr. Pikus could receive a sales commission from the transaction. He maintains that during the telephone call he asked Mr. Pikus if he was going to receive a commission from the sale of the Goodlette Road property and that Mr. Pikus said he was not going to receive a commission. Although the Respondent does not speci?cally recall speaking with Mr. Pikus about a sales commission, he stated that he is "99 percent" certain that he asked about a sales commission. He reasoned that they discussed a commission because it is an obvious question for him to have asked. (25) The Respondent recalled that, during the conversation, he asked Mr. Pikus whether he (Mr. Pikus) was going to receive income from the property sale. He said that Mr. Pikus replied that he was not going to receive income. Therefore, he said, it was his understanding that Mr. Pikus was not going to receive a ?nancial bene?t from the transaction, which he said included that Mr. Pikus was not going to receive a commission from the property sale. (26) The May 17, 2016, e?mail record shows that in response to Mr. Pritt's message that a con?ict could exist depending on whether Mr. Pikus was bene?ting from the sale, the Respondent wrote, just found out that 7?11 is buying the property and he [Pikus] is not getting a commission or a management fee so the property manager does not stand to gain or lose on the vote. Does this help?" (27) The Respondent does not speci?cally recall speaking to Mr. Pikus about a potential loss that he might experience from the property sale, such as the loss of management fees. However, he maintains that because he stated in his e-mail exchange with Mr. Pritt that Mr. Pikus did not stand to lose a management fee, they must have discussed the matter. (28) The Respondent said that in addition to the e-mails, he also spoke to Mr. Pritt about any possible voting con?ict issues and he recalled that Mr. Pritt advised that because he (the Respondent) said Mr. Pikus was not receiving a commission, and did not otherwise stand to gain or lose from the transaction, the Respondent did not have a con?ict. Based on his understanding of the factors at the time, the Respondent voted on the measure in question. (29) City Attorney Pritt con?rmed that he and the Respondent discussed whether his business relationship with Mr. Pikus created a voting con?ict regarding the site plan approval measure. Mr. Pritt recalled that based on the Respondent's assertion that Mr. Pikus did not stand to lose or gain anything of value from the property sale, he advised that the Respondent had no con?ict concerning the measure and could vote on it. (3 O) The Respondent advised that he voted on the measure because he supported 7-Eleven's redevelopment of the property. The Respondent stated he believed the redevelopment would help to raise property values and thereby benefit the residents of the area. The Respondent advised that as the President of the Naples Community Redevelopment Agency, he has been a proponent of the type of redevelopment represented by 7?Eleven?s investment in the Goodlette?Road property. The Respondent denied that he supported the measure for any personal bene?t. (31) The complaint further alleges that the Respondent had another business relationship with Axonic Capital in that his law ?rm served as a successor trustee of an Axonic Capital related trust. . (32) The Respondent acknowledged that during 2012, his ?rm performed legal work for Axonic Capital. He recalled that on December 12, 2012, he prepared a purchase agreement for property located at 2349 41st Street SW in Naples for which Axonic Capital was to be the purchaser. However, he said that Mr. Shechtman, the principal owner of Axonic Capital, disapproved of the purchase agreement and directed him to take no further action in its preparation. The Respondent provided a record of his e-mail exchanges with Mr. Shechtman regarding the matter. He advised that since December 12, 2012, he has had no business relationship with Mr. Shechtman, or any other Axonic Capital related entity. (33) The Respondent noted that the Florida Rental Specialists, LLC/Axonic Residential Assets Fund I, declaration of trust included on page ten of the complaint is dated December 13, 2012, the day after his message exchange with Mr. Shechtman, and he said that he had no knowledge that his ?rm was named as a successor trustee of an entity associated with Mr. Shechtman or Axonic Capital. The Respondent further related that he only became aware that his ?rm was named as a successor trustee on the Axonic document when he reviewed the complaint, as he never received a copy of the trust document. (34) The Respondent advised that after receiving the complaint, he requested that his ?rm be removed as successor trustee on an amended declaration of trust. The Respondent provided a Second Amendment to Land Trusts (Corrective) (appended as Exhibit D) which re?ects that it was signed by Mr. Shechtman on October 17, 2017. The declaration of trust relates to 270 separate properties in Collier County, including the property located at 2349 4Ist Street NW, Naples, about which the Respondent communicated with Mr. Shechtman on December 12, 2012. Upon review of the October 2017 trust document, it was noted that neither the Respondent's name, nor that of his law ?rm, appear in the document. (35) Mr. Leo Salvatori, an attorney who represents Axonic Capital, advised by telephone that he prepared the Second Amendment to Land Trusts signed by Mr. Shechtman on October 17, 2017. Mr. Salvatori acknowledged that the document was created at the request of the Respondent, in order to remove Sam J. Saad, PA, as a successor trustee from Axonic Residential Assets Fund I, land trust document. Mr. Salvatori advised that Axonic Residential Assets Fund 1, LP, is an entity controlled by Mr. Shechtman to manage assets of his investment companies. (36) Mr. Salvatori said he was not involved in the creation of the original land trust document in which the Respondent's ?rm was named as a successor trustee and that he does not know why the ?rm was named in the document. He said that records re?ect that the December 13, 2012, trust document appears to have been adapted from a previously existing document which was used as a template. Mr. Salvatori acknowledged that representatives of Axonic told him when they asked him to create a new land trust document because the Respondent's ?rm was named as a successor trustee on the original trust document without his (the Respondent?s) knowledge or consent. Mr. Salvatori said that it is likely that the Respondent was not provided a copy of the trust document when it was created. Adding that he began serving Axonic Capital in June 2014, providing legal services that previously had been provided by the Respondent?s ?rm, Mr. Salvatori said that since June 2014, an Axion Capital related entity has not provided a copy of a trust document to the Respondent in which his law ?rm was named as a successor trustee. (37) Mr. Shechtman advised that he and the Respondent have not had a business relationship since 2013, and that his ?rm has not served as a successor trustee since that time. END OF REPORT OF PRELIMINARY INVESTIGATION EXHIBIT A EXHIBIT A City Councii Regular Meeting May 18, 2016 8:30 am. NAPLES VS. INTERNATIONAL CHARTER SERVICES, INC., ET DISTRICT COURT OF APPEAL, STATE OF FLORIDA, SECOND QISTRICT, CASE NO. 2914- 4832 Mayor Barnett advised that Councilwould enter into an executive session regarding the above captioned litigation The following were in attendance: Mayor Barnett Vice Mayor Penniman, Council Members Buxton, Finlay, McLeod, Saad and Seigel, City Manager William Moss, City Attorney Robert Pritt and Court Reporter Charissa Dines. Executive Session: 12: 18 pm. to 12:46 p.m. It is noted for the record that the same Council Members were present when open session resumed. Public Comment: None. MOTION by Saad to DIRECT THAT CITY END ITS INVOLVEMENT IN THE seconded by Buxton and unanimously carried, all members present and voting (Buxton-yes, Finlay-yes, McLeod-yes, Penniman-yes, Saad-yes, SeigeI-yes, Barnett-yes). Agenda Memorandum (Supplement 1 /Added Attachment) Public Notice (Supplement 1 Added Attachment) tWMayors Script Aqenda Memorandum a?Publlc Notice 18. TRACKING 16-00081- -AWARJDING A CONTRACT TO MAULDIN JENKINS FOR AUDIT SERVICES City Manager William Moss provided a brief overview of the selection process for the subject contract, recommending approval as submitted. In response to Council Member McLeod, Finance Director Ann Marie Ricardi explained that although the firm?s staff had undergone some change, the same firm had been performing the audit for years and therefore the concern with familiarity should not be a factor. Public Comment: None. MOTION by Penniman to APPROVE THIS ITEM as submitted; seconded by Buxton and carried 6-1, all members present and voting (Buxton-yes, Finlay-yes, McLeod-no, Penniman-yes, Saad-yes, SeigeI-yes, Barnett-yes). =genda Memorandum tstAqreement ?Scoring Sheet its? Recess: 12: 53 p. m. to 1:00 p. m. It' Is noted for the record that the same Council Members were present when the meeting reconvened. 15. RESOLUTION 16-13798 - A RESOLUTION DETERMINING SITE PLAN WITH DEVIATIONS PETITION 16-SPD1 APPROVING A CONVENIENCE STORE AND GAS STATION WITH A DEVIATION FROM SECTION 56-124lcll13) T0 EXCEED THE MAXIMUM AELQWAE GROSS FLOOR AREA FOR OF COED DRINKS. PACKAGE FOODS, TOEACCO AND SIMILAR GROCERY DETERMINING CONDITIONAL USE APPROVAL PURSUANT TO SECTION 58-593l10l T0 A GASOLINE SERVICE STATION IN A c-g GENERAL COMMERCIAL ZONING DISTRICT, FOR PROPERTY OWNED BY 499 GOODLETTE LLC AND LOCATED AT 499 GOODLETTE-FRANK ROAD NORTH, MORE FULLY DESCRIBED PROVIDING AN EFFECTIVE DATE. Title read by City Attorney Robert Pritt. This being a quasi-judicial proceeding, Notary Public Vicki Smith administered an oath to those intending to offer testimony; all responded in the affirmative. City Council Members then made ex parte disclosures to the effect that all had visited the site, spoken with the petitioner?s agent and received email; Council Member Buxton and Vice Mayor Penniman also visited the adjacent neighborhood. Attorney John Passidomo, agent for the petitioner, utilized an electronic presentation to review the petition, summarizing that the proposed 3,010 square foot convenience store, with gasoline pumps, would generate less traffic than the 6,785 square foot convenience store which could be constructed on the site and permitted as a matter of right. In response to Council, Code Harbor Manager Roger Jacobsen confirmed that-the old gasoline storage tanks had been removed approximately 2 years ago and Mr. Passidomo explained that once constructed, the facility would be sold to 7- Eleven and a contact person?s name would be provided at that time to the Naples Police Department should issues arise on the site. Roli cail votes by Council Members are recorded in random order, pursuant to City Council policy. City Council Regular Meeting lVlay i8, 2016 8:30 am. Project Civil Engineer Sam Marshall continued the petitioner?s electronic presentation during which he reviewed the existing site conditions and proposed improvements. He highlighted the following: . The Goodlette-Frank Road vehicular access would remain as it currently exists; . The 5th Avenue North vehicular access would be relocated approximately 35 feet further east to improve safety and stacking of vehicles; . A dedicated pedestrian access will be constructed to avoid walking through the parking area north of the proposed building; 0 The stormwater management plan will comply with all pertinent agencies? regulations; and . 6 pumps, Le. 12 fueling stations, are being requested. He confirmed for Council Member Saad that fuel trucks, fire trucks, semi-trucks and solid waste trucks would be able to ingress the site from Goodlette-Frank Road and egress onto 5th Avenue. While the fuel trucks would need to make a wide turn into the site, Mr. Marshall assured Council that no step would be necessary and therefore traffic would not be greatly affected; fuel deliveries are also controlled by T-Eleven and are made early morning or late at night, he added. Project Transportation Engineer Ted Treesh, utilizing an electronic presentation, reviewed the peak season traffic count data submitted to confirm Mr. Passidomo?s above comment regarding trips generated by the site, reiterating that fewer would result with the smaller facility and fuel pumps compared to a larger convenience store and no pumps. A gas station does not generate destination traffic but attracts those passing by a station, he explained. The level of service for Goodlette-Frank Road will be maintained and the queuing on 5th Avenue North will average 2 vehicles; the City does control the light at that intersection, City Traffic Engineer Alison Bickett added. Mr. Treesh then asserted that 7-Eleven does in fact schedule its fuel deliveries to avoid peak hours and thereby avoiding impacts on area traffic. Vice Mayor Penniman stated that she believed that the traffic counts were understated. James Titsch, representing the project architect, reviewed the design utilizing an electronic presentation. He noted that the structure is to reflect residential standards with landscaping to give the site a tropical ambience, following which he reviewed the lighting for the site. Project Landscape Architect Scott Windham continued the electronic presentation, reviewing the landscaping plan and introduced the signage plan which is to include a River Park neighborhood entrance sign with additional landscaping along both sides of 5th Avenue North. He noted that the petitioner intended to work with the nearby residents to develop the sign and its logo. Recess: 2:23 pm. to 2:31 pm. It is noted for the record that the same Council Members were present when the meeting reconvened and consideration of Item 15 resumed. Public Comment: The following persons did not support the petition due to their concerns regarding safety of the children walking to school and other pedestrian traffic, the sale of alcohol, the project not being in the best interest of the neighborhood and generation of trash: Lonnie Mills; Janet Kelly; Willie Anthony; Antonio Dumornay; Donald Sheehan; Curtis Williams; Anne Kelsey; Ethan Bulger; and Bryant Hyde. Emily Thoemke, who indicated that she was a political consultant and investigator, questioned whether Council Member Saad should recuse himself and Mr. Saad stated that he had spoken with the City Attorney and no conflict exists. Planner Erica Martin then reviewed the staff report noting that approval had been recommended with the conditions as reflected in the resolution; the Planning Advisory Board (PAS) and Design Review Board (DRB) agreed with approval. Following review of the 9 conditions, Ms. Martin noted receipt of the April 8 memorandum from the Naples Police Department (see below) and Council Member Saad stated that the 4 comments contained therein, as well as the need for the petitioner to obtain a right-of-way permit for the neighborhood sign aforementioned, should be included in the resolution as additional conditions. Attorney Passidomo agreed to the addition Roll call votes by Council Members are recorded in random order, pursuant to City Council policy. City Councii Reguiar Meeting May 18, 2316 8:30 am. of these conditions. Discussion followed regarding the installation of a sidewalk along the north side of 5th Avenue North. Council Member McLeod urged that it be installed and school children directed to remain on that side once they cross Goodlette-Frank Road when returning home as the south side is dangerous due to vehicular traffic that would be turning into the subject site and crossing that walkway. She further suggested that a crosswalk be installed for pedestrians in that area of 5th Avenue North and expressed concern that the store is to be open 24 hours. Vice Mayor Penniman urged caution that fuel is to be stored so close to the Gordon River which is considered an impaired waterbody. Mr. Saad then recommended that provision of the above referenced name of a T-Eleven contact person and maintenance by the property owner of the landscaping (which is to be no less than presented that day to Council) be added as conditions of approval also; Mr. Passidomo again agreed. Traffic Engineer Bickett then responded to Council Member Buxton?s questions regarding stormwater management on the site and Mr. Passidomo pointed out that the Florida Department of Environmental Protection (FDEP) will oversee the installation of the fuel tanks. Recess: 3:31 pm. to 3:41 pm. It is noted for the record that the same Council Members were present when the meeting reconvened and consideration of Item 15 resumed. City Attorney Pritt explained that legislation exists regarding minimum lighting to be provided at convenient store locations to facilitate the safety of employees and police officers responding to emergencies at those locales. Police Officer William Gonsalves indicated that his review found the proposed lighting would meet those minimum standards. Following his comments Mr. Pritt stated that additional disclosures should occur due to the above recess: Barnett and Buxton/none; Saad/spoke with Mr. Passidomo regarding additional conditions of approval; Seigel/spoke with Planning Director Robin Singer; Finlay and Penniman/spoke with members of the public; and McLeod/spoke with Ms. Bickett regarding the sidewalks. Mr. Passidomo then introduced 7-Eleven Regional Manager Chip Gilts who explained the protocol followed in monitoring its fuel storage which is overseen by the FDEP on a basis. Additionally, it is anticipated that 12 to 15 jobs will be generated by the store and available to neighborhood residents. Council Member Saad reviewed the conditions to be added to the resolution as reflected below which also included 4 rather than 6 pumps; Mr. Passidomo agreed and the motion below was then proffered. MOTION by Saad to APPROVE RESOLUTION 16-13798 amended as follows: Section 2-10: ?The petitioner shall maintain the landscaping to the level of the plan presented to City Council. 2-11: determination shall be made of the ownership of the chain link fence on the south side of the sybject property and the petitioner shall coordinate wit_l_1__1he Naples Police Department reqardinq same. 2-12: ?The petitioner shall install additional security cameras within the buildinq and at [he fgel pumps?; 2-13: ?The petitioner shall remove the exterior door handle on the south exit door and install an alarm to said door alerting when the door is opened. 2r-14: ?The petitioner shall install a traffic slowing device for vehicular ingress/egress onto 5th Avenue North from the sgbject property.? 2-15: ?The petitioner shall fund the of a City-designed sidewalk alonq the north side of Avenue North?; 2-16: ?The petitioner shall install no more than 4 fueling stations (8 dispensers) on the subject site. g-17: ?The petitioner shall provide the name of a contact person who is to be available at all times to the Naples Police Departmenmnd 2-18: ?The petitioner shall obtain a Right-of-Way permit for pronosed neighborhood Sign: This motion was seconded by Buxton and carried 4-3, all members present and voting (Finlay-no, Saad-yes, Buxton-yes, Seigeluno, McLeod-yes, Penniman-no, Barnett-yes). Supplement Memorandum (Supplement 1/Added Attachmentljiel? Aqenda Memorandum Wed-Resolution Application ??Plans aw Staff Report (Supplement 1 Added Attachment) inoundary Survey 10 Roll call votes by Council Members are recorded in random order, pursuant to City Council poiicy. A3 2016 FLORIDA LIMITED LIABILITY COLLPANY ANNUAL REPORT L11000134305 Apr 26, 2016 . Secretary of State a AC ursmons LL am cca891022355 Current Principal Piece of Business: 2670 AIRPORT ROAD 3 NAPLES. FL 34112 Current Mailing Address: 2670 AIRPORT ROAD NAPLES, FL 34112 US FEI Number: 45-3991891 Certi?cate of Status Desired: Ne Name and Address of Current Registered Agent: SAM SAAB PA 2670 AIRPORT ROAD 8 NAPLES. FL 34112 US The above named entity submits this statement for the purpose of changing its registered office or registered agent, or both, in the State of Florida. SIGNATURE: SAM SAAD 04/26/2016 Electronic Signature of Registered Agent Date Authorized Person(s) Detail Title MGR Name SAM J. SAAD PA Address 2670 AIRPORT ROAD 8 City-State-Zip: NAPLES FL 34112 a hereby certify that the infonna?on indicated on this report or supplemental report is true and accurate and that my electronic signature shall have the same legal effect as if made under each: that i am a managing member or manager of the limited liability company or the receiver or trustee empowered to execute this report as required by Chapter 605, Florida Statutes: and that my name appears above, or on an attachment with all other like empowered. SIGNATURE: SAM SAAD MGR 04/26/2016 Eiectronic Signature of Signing Authorized Person(s) Detail Date B?l W5 M?Mebx z; . . . 53$ ?gw? "m :gsx i3): . a ?we 93%! (?Wk 1% w, \k?gma?k?w ?My \ng A'iw?'wa Stolba, Pam From: - Bob Pritt Sent: Tuesday, May 17,2016 5:10 PM To: Sam Saad Subject: RE: City Ethics Code-Voting Con?ict Yes. From: Sam Saad Sent: Tuesday, May 17, 2016 4:52 PM To: Bob Pritt Subject: RE: City Ethics Code-Voting Conflict I just found out that 7-11 is buying the property and he is not getting a commission or a management fee so the property manager does not stand to gain or lose on the vote. Does that help? From: Bob Pritt Sent: Tuesday, May 17, 2016 4:48 PM To: Sam Saad Subject: RE: City Ethics Code-Voting Conflict It is difficult to tell. if he stands to gain or lose based upon how Council votes, there is likely a conflict. I think he would be a business partner even though in a different business, since the de?nition does not limit business partner to the business for which the permit is being sought. From: Sam Saad Sent: Tuesday, May 17, 2016 4:43 PM To: Bob Pritt Subject: RE: Cit Ethics Code-Voting Conflict Bob, The situation is that lam business partners with the property manager of 499 Goodlette, LLC in unrelated properties. The property manager does not have an ownership interest in the real estate nor does he have an interest in the in the company or parent company that is the property owner. Based on the city's definition, do you think i have a con?ict? Thanks, Sam From: Bob Pritt Sent: Tuesday, May 17, 2016 4:32 PM SECOND AMENDMENT TO LAND TRUSTS (connecuvs') Trustee, Florida Rental Specialists, LLC and Bene?ciary, Axonic Residential Assets Fund i, LP, executed certain Declarations of Trust, known for all purposes as detailed on the attached Exhibit B, wherein they reserved the right at any time to amend, revoke or terminate said Declarations of Trust. Trustee, Florida Rental Specialists, LLC and Bene?ciary, Axonic Residential Assets Fund I, LP, hereby amend Paragraph 14 of each of said Declarations of Trust described on attached Exhibit B, effective the date of creation of each of said Declarations of Trust as follows: 14. Resignation or Death of Trustee-or Death _.of Bene?ciary: The Trustee may resign at anytime by giving ?rst class mail written notice (or current Tole?facsimile or electronic mail if known) of such intention to resign to the Bene?ciaries and to anyone with the power of direction to the last address made known to the Trustee, a notice of its intention so to do. In the event of such resignations, if the Successor Trustee or Successors that are named in the Declaration of Trust, or if none are named or a Successor or Successors appointed by a majority of those with the power of direction shall direct the Trustee as to the disposition of the Trust property by an instrument in writing lodged thereupon with the resigning Trustee; having endorsed thereon the acceptance of such Successor; and thereupon the resigning Trustee shall convey the Trust property to such Successor or Successors Trustees. The resignation shall become effective after the Trustee shall have executed any and all documents furnished to the Trustee by the Bene?ciaries and satisfactory to the Trustee for execution, which documents shall be for the purpose of conveying to any successor trustee all existing rights of Trustee under this Trust Agreement and title to the Property provided, however, that in all events said resignation shall become effective no later than seven (7) days after notice of resignation has been delivered to the Bene?ciaries and anyone with power of direction, if applicable. If the Trustee is advised in writing by the Bene?ciaries as to who the successor trustee is to be, the Trustee shall prepare, execute, deliver and/or record any and all documents which are necessary in the absolute discretion of the Trustee to convey or transfer title to the Property to such successor trustee. If notice of the successor trustee is not given to the Trustee in writing within thirty (30) days after notice of resignation has been delivered to the Bene?ciaries or if the Bene?ciaries fails to furnish documents satisfactory to the Trustee for execution within twenty (20) days after notice of resignation has been delivered to the Bene?ciaries, the Trustee may convey title to the Property to the Bene?ciaries (and if more than one, then in accordance with the respective interests of the Bene?ciaries as set forth in paragraph 2 of this Trust Agreement, as amended), and the deed of conveyance may be recorded by the Trustee. Notwithstanding the resignation by the Trustee as provided herein, the Bene?ciaries shall upon such resignation immediately pay to the Trustee all payments, advances or expenses made or incurred by the Trustee in regard to this Trust Agreement or the Property and the Trustee shall continue to have a lien on the Property to secure the payment of such sums as set forth in paragraph 12, which senior lien the Trustee may evidence by causing to be recorded in the Public Records of Collier County, Florida, a notice of lien specifying the amount of monies owed to it by the Bene?ciaries. The Trustee may thereafter enforce its lien against the Property by appropriate judicial proceeding and, in said proceeding, the Trustee shall be entitled to recover from the Beneficiaries, and the same shall he a lien on the Property, all its costs and expenses, including attorney?s fees, in such proceeding. In D-l Prolaw:1810713u2 the event that the Trustee is an individual and not a corporation, then, upon the death or incompetence or inability of the Trustee, the successor trustee shall be as designated by a majority of the bene?ciaries. Notwithstanding the foregoing, the decision to transfer title to a different trustee or different order of trustees from that as set forth above shall be determined solely by bene?ciaries or other persons who, in combination, hold the power of direction incident to not less than 51 of the bene?cial interest in this Trust. The recording in the public records of the applicable County in Florida of a death certi?cate for any trustee under this Trust Agreement shall be deemed a conveyance of title to the Property to the successor trustee. Notwithstanding anything herein contained, the Trustee, at any time and Without notice of any kind, may resign as to all or part of the Trust property if, in the opinion of the Trustee, that it may be subjected to embarrassment, insecurity, liability, hazard or litigation. Upon acceptance of resignation, the resigning Trustee shall deliver all records and ?les to the designated Successor Trustee, or if none are named, to the Grantor hereunder. And henceforth it is enjoined, absent of an order issued by a court of competent jurisdiction, to not disclose any matters pertaining to this Trust to anyone for any reason, and further, will indemnify all parties against damages sustained by such disclosure to the full extent of its assets. Notwithstanding anything herein contained, in the event the Trustee shall die or become incapacitated, or be unwilling or unable to act for any reason, and no other Successor Trustee has been named, then the Bene?ciary or Bene?ciaries then living, or their Successors or Personal Representatives if deceased, may appoint a Trustee to carry out all the functions of a Trustee, with the same powers and duties of the preceding Trustee. Moreover, said Bene?ciary may name himself as Successor Trustee. In the event that property title would be adversely affected by such replacement, a copy of this Trust Agreement may be recorded in the county wherein any property held under this trust is located, together with statement of appointment and acceptance of and by the new Trustee, signed by the said Bene?ciary, Bene?ciaries, or if deceased, the successors as provided herein, and if there is no named successor, said instrument may be signed by the Personal Representative of the estate of a deceased Bene?ciary. However, if a Successor Bene?ciary is named herein, the estate of a deceased Bene?ciary or Personal Representative shall have no right, title, or interest in the Trust property or the bene?cial interest. In the event of any Bene?ciaries' death, any right or interest hereunder not otherwise legally provided for herein or elsewhere, shall, except as herein otherwise speci?cally provided, pass to the personal representative, executor or administrator of such deceased Bene?ciary and not to his heirs at law. The death of any Bene?ciary shall not terminate the trust or in any manner affect the rights or powers of the trustee or of the Bene?ciaries except as provided by law. In all other respects, said Declaration of Trust, as previously amended, shall remain unchanged and of full force and effect. Prolaw:1810713i__2 IN the Trustee and Bene?ciary- has. signed this Second. Amendment. this day of 2017. TRUSTEE: FLORIDA RENTAL Signed, sealed and deela' - in our presence: SPECIALISTS, LLC, A DELAWARE LIMITED LIABILITY COMPANY By: z/ri Jonathan?h?het: nan$ Manager (Printed Name of Witness) STATE OF WW (seams Comm I HEREBY CERTIFY that on this day, before me, an of?cer duly authorized in the State and County aforesaid, to take acknowledgments, personally appeared Jonathan Sehgehtman, Manager of lorida-Rental Specialists LLC, as Trustee and not individually, who [?eIigperso'nally known to me OR has produced identi?cation, and who executed I regs-ing instrument before me and each of the above witnesses and he aeknowied . that he executed the same instrument, this Medan ot??eptemher-g 2017. (swine Printed Name of Notary My Commission Expires: LEO J. SALVATORI we; MY COMMISSION GG 0294?? a ?315 November 28, 2620 amdad mm Notary Pubuc Underwriter! - Prolaw:t810713_w2