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Agenda 09/24/2019 Item #11B (Randall Curve Agreement)09/24/2019 EXECUTIVE SUMMARY Recommendation to approve and execute the attached Real Estate Sales Agreement for the sale of the Randall Curve 47 +/- acre parcel, less and except the one (1) acre parcel to be retained by the County, to Crown Management Services, LLC for $3,750,000 and accept the 10 +/- acre parcel at the Estates Shopping Center. OBJECTIVE: To surplus and sell the 47 +/- acre parcel known as the Randall Curve parcel (County Property) to Crown Management Services, LLC and accept the 10 +/- acre parcel at Estates Shopping Center (Property). CONSIDERATIONS: On June 25, 2019, Agenda Item 11D, the Board accepted the Crown Management Services, LLC (Purchaser) offer and directed preparation of the required Real Estate Sales Agreement. A copy of Crown’s offer is attached for reference. The Real Estate Sales Agreement provides the following: • Purchaser shall pay $3,750,000 for the County Property • County shall retain a one-acre useable tract of land at the County Property within the 47 +/- acre parcel • Initial deposit (earnest money) of $187,500 due within three (3) days of effective date of Agreement • Due diligence period of ninety (90) days • Second deposit (earnest money) of $187,500 due prior to end of ninety (90) day due diligence period if Purchaser hasn’t elected to terminate the Agreement • Purchaser’s obligation of purchase County Property and exchange the Estates Shopping Property is contingent upon Purchaser obtaining final approval of any rezone, and any amendment(s) to the Collier County Growth Management Plan and/or Land Development Code, as are necessary to obtain such rezone, to permit commercial and/or residential uses on the County Property acceptable to the Purchaser in Purchaser’s sole and absolute discretion, final State and/or Fede ral approvals as deemed necessary by Purchaser in Purchaser’s sole and absolute discretion and an amendment to the Estates Shopping Center Sub-district and the Estates Shopping Center CPUD to eliminate the grocery store requirement and to add the County’s proposed uses for essential public service to include, but not be limited to, workforce housing, senior housing, VA nursing home and an animal sanctuary • Purchaser shall use best efforts to obtain the land use entitlements within twenty-four (24) months of the execution of this Agreement. Should the Purchaser fail to complete the entitlement process within thirty (30) months, then this Agreement shall terminate, and the earnest money shall be returned to the Purchaser • Purchaser shall pay for all costs associated with this transaction, including, but not limited to all the associated costs of the land swap including zoning and use approvals, engineering, surveying, transfer, documentary taxes, and recording costs for any curative instruments. Purchaser a grees to pay the cost of publication of the legal notice soliciting bids for the County Property The attached Real Estate Sales Agreement covering this transaction has been approved by the County Attorney’s Office. FISCAL IMPACT: The net proceeds from the sale will be deposited into a restricted General Fund reserve account for future consideration by the Board. 11.B Packet Pg. 447 09/24/2019 GROWTH MANAGEMENT IMPACT: This sale is not inconsistent with the County’s Growth Management Plans. LEGAL CONSIDERATION: This item has been reviewed by the County Attorney, is approved as to form and legality, and requites majority vote for approval. -JAK RECOMMENDATION: That the Board of County Commissioners: 1. Declare the 47 +/- acre parcel surplus; 2. Approve the attached Real Estate Sales Agreement and authorize the Chairman to execute the Agreement on behalf of the Board; 3. Authorize the Chairman to execute the conveyance Statutory Deed once prepared and approved by the County Attorney’s Office, less and except the one (1) acre parcel to be retained by the County; 4. Accept the Warranty Deed for the 10 +/- acre parcel at Estates Shopping Center; 5. Authorize staff to deposit the funds received from this sale into the appropriate account; and 6. Direct the County Manager or his designee to follow appropriate closing procedures for the conveyance of the 47 +/- acre parcel, less and except the one (1) acre parcel to be retained, to Crown Management Services, LLC and acceptance of the 10 +/- acre parcel at Estates Shopping Center from Crown Management, Services, LLC, and to record the deeds, once approved by County Attorney’s Office, in the Collier County Public Records. Prepared by: Toni A. Mott, Manager, Facilities Management Division ATTACHMENT(S) 1. Real Estate Sales Agreement_ (PDF) 11.B Packet Pg. 448 09/24/2019 COLLIER COUNTY Board of County Commissioners Item Number: 11.B Doc ID: 10205 Item Summary: Recommendation to approve and execute the attached Real Estate Sales Agreement for the sale of the Randall Curve 47 +/- acre parcel, less and except the one (1) acre parcel to be retained by the County, to Crown Management Services, LLC for $3,750,000 and accept the 10 +/- acre parcel at the Estates Shopping Center. (Toni Mott, Property Acquisition Manager) Meeting Date: 09/24/2019 Prepared by: Title: Manager - Property Acquisition & Const M – Facilities Management Name: Toni Mott 09/17/2019 5:17 PM Submitted by: Title: Director - Facilities Management – Facilities Management Name: Damon Grant 09/17/2019 5:17 PM Approved By: Review: Facilities Management Toni Mott Director - Facilities Skipped 09/17/2019 5:16 PM Public Utilities Department Toni Mott Level 1 Division Reviewer Skipped 09/17/2019 5:16 PM Public Utilities Department Toni Mott Additional Reviewer Skipped 09/17/2019 5:16 PM Public Utilities Department Toni Mott Level 2 Division Administrator Review Skipped 09/17/2019 5:16 PM Office of Management and Budget Valerie Fleming Level 3 OMB Gatekeeper Review Completed 09/18/2019 7:51 AM Budget and Management Office Michael Cox Additional Reviewer Skipped 09/18/2019 9:23 AM Budget and Management Office Mark Isackson Additional Reviewer Completed 09/18/2019 9:31 AM County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 09/18/2019 11:27 AM County Manager's Office Nick Casalanguida Level 4 County Manager Review Completed 09/18/2019 11:43 AM Board of County Commissioners MaryJo Brock Meeting Pending 09/24/2019 9:00 AM 11.B Packet Pg. 449 PROJECT: Randa∥Curve Property FOL!O NO: 37690040003 REAL ESTATE SALES ACREEMENT 鞣穎撚熟辮鸞燃鴇甜盤繭癬 '■ 潔:訳 l address is 3335 Tanllanli Tra∥East,Naples,FL34112, and, RiCHARD D. YOVANOV:CH, SuCCESSOR TRUSTEE (AND NOT :ND:V:DUALLY),hereinafter refered to as“Purchaser'whose ma∥ing address is c/o crown Management Services,LLC,207 Cherry H∥lD∥ve,Presto,PA 15142 VVHEREAS,Se∥er desires to se∥the 47+ノーacre parcei deined below as the County Property for a cash payment and exchange of a 10 +だ acre parcel deined below as the Estates Shopp:ng Property owned by Purchaser on the terms and conditions hereinafter setforth WHEREAS, Se∥er sha∥ retain a “useabie" one‐acre tract of iand on the County Property tO facilitate a County service building to serve the community NOW,THEREFORE,in consideration of the reclals,the mutual covenants hereinafter set forth and other good and valuable considerations, the receipt and sumciency of which are hereby mutua∥y acknowledged,itis agreed by and bet″een the parties as fo∥Ows: I RANDALL CURVE PROPERTY The real property owned by se∥er and to be sold to Purchaser,which is sublecl to this Agreement,(hereinafter referred to as・County Property")iS Юcaed h cOllけ Coun飢日onda s cOmmOn胤智淵樫肝 Randtt CuⅣe Ropeny and described on Exhibit・ A"attached hereto and ma 2 ESTATES SHOPPING PROPERTY The real property owned by Purchaser and to be conveyed to se∥er,which is sublecl to this Agreement,(hereinafter referred to as・ Estates i:罵 11」稗踏閣∫ど1累鷺:1:lhCd∥er county,日 onda and desc」bed on Ex∥bl・ B"atached 網暴番鐵頌upon the tenns and∞nditions hereinafter set fc 窒盟獣:枷蹴 :結 ∫器乳罵:電諸{Ⅷ県鷺「驚ry船 i糾譜継8:郎 :寵 1:粘 lξ 滉籠甜甜「ヽβ詭1冨 n%ALL ASPECTS OF BOTH THE COUNIY PROPERTY AND ESTATES SHOPPING PROPERTY THE PART!ES ACKNOWLEDGE ANDAGREE THAT THE “AS■S" NATURE OF THiS AGREEMENT WAS THE BASIS FORDETERMINiNG THE PURCHASE PR!CE THE PURCHASE PRICE FOR THE COUNTYPROPERTY :S BASED UPON LAND VALUE ONLY AND NO VALUE HAS BEEN ATTRIBUTED TO ANY STRUCTURE OR OTHER IMPROVEMENTS CONSTRUCTED ONTHE COUNTY PROPERTY OR THE ESTATES SHoPPING PROPERTY NEITHER 11.B.1 Packet Pg. 450 Attachment: Real Estate Sales Agreement_ (10205 : Randall Curve Sale) PURCHASER NOR SELL SHALL HAVE ANY MAINTENANCE OR RISK OF LOSS RESPONSIBILITIES WITH RESPECT TO THEIR RESPECTIVE PROPERW. 4. . ExEPUrory oF AGREEMENT. Purchaser shall execute this Agreement in advance of submittal to the Board of County Commissioners. The date the Board oi County Commissioners approve of this Agreement shall be refened to herein as the,,Effective Date". 5-. TlrlE._Title to-the county Property shall be conveyed to purchaser by statutory Deed and title.to the Estates shopping Property shall be conveyed to seller by speciil wananiy Deed. ln addition to the foregoing, both parties agree to execute an owne/s gep, construction lien and non-foreign affidavit, closing statemenl and all such other documentation requested by either party's attorney in order for it to oblain an owner,s tifle insurance policy. q ryECHASE_PRI9E The Purchase Price ("Purchase price,,) for the County property is THREE MILL|ON SEVEN HUNDRED FtFTy THOUSAND DOLLARS ($3,75O,OOOi, p"yiOte Uy Purchaser to Seller. Within three (3) business days after the Effective Date, purciraier shallpay to Coleman, Yovanovich & Koester, P.A. ("Escrow Agent,), an initial deposit in the amount Of ONE HUNDRED EIGHry-SEVEN THOUSAND, FIVE HUNDRED DOLLARS ($187,500) hereinafter referred to as ("lnitial Deposit"). prior to the end of the ninety (90) day Due Diligence Period, if Purchaser has not elec-ted to terminate this Agreement, purchiser ihait pay to Eicrow Agent an additional sum of ONE HUNDRED E|GHTY-SEVEN THOUSAND, FilE HUNDRED DOLLARS ($187,500), hereinafter refened to as (''second Deposit") so that the total deposit equals THREE HUNDRED SEVENTY.FIVE THoUSAND DoLLARS ($375,000) and shail be non-refundable except for Seller's default or Purchaser's failure to obtain all required County land use entitlements and all required State and Federal approvals set forth in Section 8, below.The lnitial Deposit and the Second Deposit shall collectively be referred to as the "iarnest Money.' The balance, after credit of the Earnest Money and any prorations and adjustments, shall be paid by PURCHASER to SELLER at closing of this transaction 7. lNfEcrloN iERloD AND DUE DtLtcENcE. purchaser shail have a period of ninety (90) days from and after the Effective Date ('Due Diligence period') to inspect the county property, including the right to make engineering and soil tests, analyses and oiher investigations, and toinvestigate and/or review any other facts, circumstances or matters, or to perfoin any and all due diligence, yvhich Purchaser deems relevant to the purchase of the county eroperty. this Agreement shall terminate if prior to the expiration of the Due Diligence plriod,' puichaser delivers to Seller written notice that the County Property is not suitable to Purchaser for any orno reason in Purchaser's sole and absolute discretaon. lf Purchaser terminates this Agreementpursuant to this section, then upon such termination, purchaser shall receive an iimediate refund of the lnitial Deposat then held by Escrow Agent, and thereafter neither party shall haveany further obligations to the other hereunder. 8. LAND u9E ENTtTLEMEt)tr coryDtfloNs. purchaser's obtigation to purchase the county flop_erty and exchange the Estates Shopping property is contingint upon'purchaser obtaining:(a) final approval of any rezone, .and any- amendment(s) io the' cortier cornty-crowttrManagement Plan and/or Land Development code, as are necessary to obtain such iezone, topermit commercial and/or residential uses on the county property aiceptable to the purchaser in Purchaser's sole and absolute discretion, and (b) an amendment to the Estates shoppingcenter sub-district and the Estates shopping center cpuD to etiminate G;;";;'.i;r"requirement and to add the county's proposed uses for essentiat public service ri in.iri",'trtnot be limited to, workforce housing, senior housing, vA nursing home and "n anim"t san&,Jary. 11.B.1 Packet Pg. 451 Attachment: Real Estate Sales Agreement_ (10205 : Randall Curve Sale) Purchaser shall work with the seller during the entiflement process to agree upon the legal description of the one-Acre Tract and to define and develop the appropriate development standards for the One-Acre Tract. The One-Acre Tract will be fully mitigated and not required toprovide preserve, open space, water quality and water quantity manigement within the acre and shall have access to the main access road of the development. The purchaser will work with the Seller's representative to define development standards that reduce the setbacks and buffering to the parent parcel during the rezone process, eliminale the grocery store requirement and obtain uses on the remaining parcel between Wilson Boulevard and lirstreet Northwest acceptable to Purchaser in Purchaser's sole and absolute discretion. During the entitlement process, at Purchaser's request, seller shall execute all petitions to add the Purchaser's desired uses on the county Property including, but not limated io, a petition to amend the collier county Growth Management plan and a petition to rezone the county Property. The Purchaser shall use his best efforts to obtain the land use entitlements within twenty-four (24) months of the execution of this Agreement. should the purchaser fail to complete the entitlement process within thirty (30) months, then this Agreement shall terminate and the Earnest Money shall be returned to the Purchaser and the parties shall have no further obligations hereunder. 9. TITLE AND SURVEY EXAMINATION. A. Within forty-live (45) days after the Effective Date, purchaser may obtain atitle insurance @mmitment with respect to the County property ("Tifle Commitment'). lf the Title Commitment reflects that ti e to the County pioperty is subject to matters that are not acceptable to purchaser, purchaser shall notify Seller of Purchase/s objections to the same in writing by no later than forty-five (asj days after the Effective Date, and the same shall be ireated as defect(s) ("Objections"). Unless Purchaser timely delivers written notice to Seller of the Objeciions, Purchaser shall be deemed to accept tifle to the County property in its then existing condition. Seller shall, by no later than ten (10) days from and after receipt of the objections, provide written notice to purchaser stating whether it will cure (or aftempt to cure) the Objections, which decision shall be in Seller,s sole and absolute discretion. lf Seller elects to cure (or attempt to cure) the Obiections, Seller shall have until the expiration of the Due Diligence period (the -Cure Feriod,). lf seller do€s not agree to cure the objections (or if seller elects to attempt to cure one or more objections, but is unable to timely cure the same prior to the expiration of the Cure Period), Purchaser shall have the option of either: (i) proceedihg with this transaction in accordance with the terms and provisions hereof and accepting all title mafters in their lhen existing condition; or (ii) terminating this transactioi upon notice to Seller prior to the expiration of the Due Diligence pLriod, whereupon the lnitial Deposit shall be returned to Purchaser, and seller and purchaser shali be released from any and all further obligations and liabilities arising under or out of this Agreement. Despite the foregoing, sefler shal be required t6 cure defecis in title related to monetary items such as liens or mortgages created by Seller or as a consequence of seller's ownership of the county properly. Between the Effec{ive Date and closing, neither party.shal encumber their respective property with anylien or other encumbrance that is not expressry permitteo or rlasonabry contemplated by this Agreement or that cannot be satisfied or otherwise discharged by prior to or in conjunction with Closing. 11.B.1 Packet Pg. 452 Attachment: Real Estate Sales Agreement_ (10205 : Randall Curve Sale) B. \Mthin forty-five (45) days after the Effeclive Date, purchaser may obtain a boundary survey of the County property (.Survey,). lf purchaser o6tains the Survey, and the Survey conecfly shows: (a) an encroachment onto the County Property, (b) that an improvement located on the County property projects onto lands of others, (c) lack of legal access, or (d) encumbrances oi defLAs, then Purchaser may provide Seller with a copy of the Survey and notify Seller of any such encroachment, encumbrance or defect and the same shall be treated as Objections and are subject to the provisions of Section 9.A, above, lf purchaser has failed to terminate the Agreement prior to the expiration of the Due Diligence Period, then Purchaser shall be deemed to have accepted all survey Elated matters in their existing condition. 10. PROMTIONS. ADJUSTMENTS AND CLOSING COSTS, A. The following items shall be prorated and adjusted between Seller and Purchaser as of midnight of the day preceding closing: 1 . All installments or special assessments payable after the closing, whether for work commenced as of the closing or otheruise, shall be paid exclusively by purchaser. 2. All other items required by any other provision of this Agreement to be prorated or adjusted. 3. Al the closing, the amount of proration and ad,ustments as aforesaid shall be determined or estimated to the extent practicable and the monetary adjustment shall be made behreen seller and purchaser. All such prorations and adjustment shall be final. B_ Purchaser shall pay for all costs associated with this transaclion including, but not limited toall the associated costs of the land swap including zoning and use approvals, engineering, surveying, transfer, documentary taxes, and recording costs for any'curative insiruments. Purchaser agrees to pay the cost of publication of the legal notice soliciting bids on thePremises. Seller shall pay the costs of recording the conveyance instrument. 1 1. DEFAULTS AND TERMINATION. lf Purchaser defaults hereunder and such default has not been cured within ten ('10) days after written notice of such default to Purchaser, then providedseller is not in default, selle/s sole remedy shall be to terminate this Agreement by givingwritten Notice thereof to purchaser, whereupon the Eamest Money paii to oate snll ueretained by seller as liquidated damages which shall be seller's sole and exclusive remedy, andneither party shall have any further liability or obligation to the other. The parties acknowledgeand agree that seller's actual damages in the event of purchaser,s default are ,n."rt.in inamount and difficult to ascertain.and that said amount of liquidated damages was reasonablydetermined by mutual agreement between the parties and said sum was riot intendeJ to be apenalty in nature. lf seller defaults hereunder and such default has not been cured within thirty (30) days afterwritten Notice of such default to seller, and provided purchaser is not in o6riuti puicnaser may, at its option: (a) terminate this Agreement, whereupon the Earnest ruonlv .n"ii u"returned to Purchaser and neither party shall have any fu(her liability or obligation td ff,"'oif,"r, 11.B.1 Packet Pg. 453 Attachment: Real Estate Sales Agreement_ (10205 : Randall Curve Sale) (U) gnlgrce this Agreement by a suit for specific performance, or (c) pursue any other remedy available by law or in equity. 12. EXPENSES. Any and all costs and expenses incurred by Seller in connection with this transaciion, including, without limitation, associated costs of the land swap including zoning and use approvals recording fees, conveyance fees, public notice cost, documentary and intangiole taxes of every nature and kind whatsoever, shall be borne and paid by purchiser. Notwithstanding the foregoing, Seller shall be responsible for seller's legal fees and expenses. l3.rINIEBMEPI E!ES. Any and all brokerage commissions or fees brought about by the action of Purchaser shall be the sole responsability of the Purchaser. Purchasei shall indemnify Seller and hold seller harmless from and against any claim or liability for commission or fees to any broker or any other person or party claiming to have been engaged by purchaser as a real estate broker, salesman or representative, in connection with this Agreement, including costsand reasonable attorneys' fees incident thereto. Notwithstanding the foregoing, seller represents and warrants that no brokers or realtors have been engaged by Seller with respect to the purchase and/or sale of the County Property or the Estates Shopping property. This provision shall survive closing of this transaction. '14. cLoslNG. closing shall take place during normal business hours at the offices of the Escrow Agent, 4001 Tamiami Trait North, Suite 300, Naples, Florida, 34103, or such other location as parties may select, within 30 days from the date purchaser obtains the last of all necessary County, State and Federal approvals. 15. GENEML PROVISIONS. A. This Agreement, including all exhibits attached hereto and documents to be delivered pursuant hereto, shall constitute the entire agreement and understanding of theparties, and there are no other prior or contemporaneous written or oral agreements, undertakings, promises, wananties or covenants not contained herein. B. This Agreement may be amended only by a written memorandum subsequen y executed by all the parties hereto. . C. .No w€iver of any provision or condition of this Agreement by any party shall be valid unless in writing signed by such party. No such waiver shall be taken as a waiver of any other or similar provision or of any future event, act or default. D. Time is of the essence of ihis Agreement. ln the computation of any period provided for in this Agreement or by law, any date falling on a saturday, sunday or legai holiday shall be deemed to refer to the next day which is not a saturday, sunoly or tegil notiaIay. E. ln the event that any provision of this Agreement shall be unenforceable in whole or in part, such provision shall be limited to the extent necessary to render the same valid, or shallbe excised from this Agreement, as circumstances requiie, and this Agreement shall beconstrued as if said provision had been incorporated herein as so limited, oris if said provision had not been included herein, as the case may be. F. Headings of paragraphs are for convenience of reference only and shafl not beconstrued as a part of this Agreement. 11.B.1 Packet Pg. 454 Attachment: Real Estate Sales Agreement_ (10205 : Randall Curve Sale) . G, This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their respective heirs, executors, personal representatives, successors and assigns,provided, however, that this Agreement may not be assigned by purchaser without the f,riorexpress written consent of seller, which consent may be withheld for any reason whatsoever. Noh^/ithstanding the foregoing, Purchase may elect to take tifle to the ctunty property in the name of a trust and/or entity related to Purchase or Robert Crown. H. Any and all notices permitted, or required to be given hereunder, shall be in writingand shall be either personally detivered to the party or shill be sent by United states mail,postage prepaid, registered or certified mail to the following addresses. Any such notice shall be deemed given and effeclive upon receipt or refusal of deiivery thereof by t-he primary party to whom it is to be sent. AS TO SELLER: WiTH A COPY TO: WiTH A COPY TO: Collier County Real Property Management Attention: Toni A. Mott 3335 East Tamiami Trail, Naples, Floida 34112 Collier County Attorney's Office Attention: Jeffrey A. Klatzkow, County Attorney W. Harmon Turner Building, 8h Floor 3335 East Tamiami Trail, Naples, Florida 34112 AS TO PURCHASER: Crown Management Services, LLC Attention: Robert Crown 207 Cherry Hill Drive Presto, PA 15142 Richard D. Yovanovich, Esq. Coleman, Yovanovich & Koester, P.A. 4001 Tamiami Trail North, Suite 300 Naples, FL 34103 _ ! This Agreement sharr be governed in arr respects by the raws of the state of Florida, lf any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach or default in connection with any of the pr&isions ofthe Agreement, the prevailing party shall be entitled to recover reasonable paralegal andattorneys'fees and all out of pocket third party costs incurred in that action or proieeding, including those related to appeals. J. This Agreement may be executed in any number of counterparts, any or all of whichmay contain the signatures of less than all the parties, and all of wirictr strait be construed together as but a single instrument. K. Possession ofthe county property shall be delivered to the purchaser at closing. Possession of the Estates shopping Property shall be delivered to the seller at closing. L. The word "Closing', or words of similar import as used in this Agreement, shall beconstrued to mean the originally fixed time and closing date specified herein- or any adjournedtime and date provided for herein or agreed to in wiiting by the parties, or any Larii'". datepermitted herein. 11.B.1 Packet Pg. 455 Attachment: Real Estate Sales Agreement_ (10205 : Randall Curve Sale) M. This Agreement is between Seller and Purchaser and no other party shall, under any circumstances, be deemed to be a beneticiary of any of the terms and conditions to b€ performed by Seller pursuant to this Agreement. N. All the parties to this Agreement have participated fully in the negotiation and preparation hereof; and, accordingly, this Agreement shall not be more stricfly construed against any one of the parties hereto. O. Neither this Agreement nor any memorandum or evidenc€ hereof shall be recorded in any public records by Purchaser. lf so recorded by Purchaser, this Agreement shall be deemed ipso facto canceled and terminated, the Eamest Money shall thereupon be retained by or paid to seller as liquidated damages for such default, and purchaser shall have no further interest in the County Property, pursuant to this Agreement or otherwise. P. Any prior agreements, representations, understandings or oral statements, including, but not limited to rendering or representations contained in sales brochures, maps, sketches, advertising or sales materials, and oral statements of sales representatives, if not expressed in this Agreement, are void, have no effec{, and have not been relied upon by Purchaser. 16. ESCROW AGENT. Escrow Agent shall not be responsible for any defaults hereunder by any party. ln the event of an actual or potentiat dispute as to the rights of the parties hereto under this Agreement, the Escrow Agent may in its sole discretion, continue to hold the Earnest Money until the parties mutually agree to the release thereol or until a judgment of a court of competent jurisdiction shall determine the rights of the parties thereto, or it may deposit any monies and all instruments held pursuant to this Agreement with the clerk of court, collier County, Florida, and upon notifying all parties concemed of such aclion, all liability on the part of the Escrow Agent shall fully terminate, except to the extent of an account of any monies theretofore delivered out of escrow. All parties agree that Escrow Agent shall not be liable to any party or person whomsoever for any action taken or omitted by Escrow Agent, includang but not limited to any mis-delivery of monies or instrumenls subjecl to this escrow, unless such mis- delivery shall be due to willful breach in bad faith of this Agreement or gross negligence on the part of the Escrow Agent. All of the terms and conditions in conneclion with Esirow Agent's duties and responsibilities and the rights of seller, Purchaser and any lender or anyonJelse, are contained in this instrument, and the Escroiv Agent is not required to be familiar wilh the provisions of any other instrumenl or agreement, and shall not be charged with any responsibility or liability in connection with the observance or non-observance by anyone of the provisions of any other such instrument or agreement. Escrow Agent may rely and shall be protec{ed in acting upon any paper or other document which may be submitted to Escrow Agent in connection with its duties hereunder and which is believed by Escrow Agent to be geniine and to have been signed or presented by the property party or parties and shall have no liability or responsibility with respect to lhe form, execution or validity thereof. Escrow Agent shall not be required to institute or defend any aclion or legal process involving any mattLr referred to herein which in any manner affects it or Escrow Agent's dulies or liabiliiies hereunder unless or until required to do so by the Purchaser or seller, and then only upon receiving full indemnity in an amount and of such character as Escrow Agent shall require, against any and all claims, liabilities, judgments, attorneys' fees and other expenses of every kind in relation thereto, except in the case of Escrow Agent's own willful misconduct or gross negligence. Escrow Agent shall not be bound in any way or affec{ed by any notice of any modification, cancellation, a-brogation or rescission of this Agreement, or any fact or circumstance affecting or alleged to affe-a the 11.B.1 Packet Pg. 456 Attachment: Real Estate Sales Agreement_ (10205 : Randall Curve Sale) rights or liabilities of any other persons, unless Escrow Agent has received written notice satisfactory to Escrow Agent signed by all parties to this Agreement. 17. OTHER PROVISIONS: A. Seller and Purchaser have the right to maintain possession of their respective properties until the date of closing. 11.B.1 Packet Pg. 457 Attachment: Real Estate Sales Agreement_ (10205 : Randall Curve Sale) !NW!TNESS WHEREOF,the parties have caused this Agreementto be executed as of the day and yearttrst above written AS TO SELLER: DATED: ATTEST: CRYSTAL K K:NZEL,Clerk BOARD OF COUNTY COMMiSS!ONERS OF COLLiER COUNTY,FLOR:DA By: , Deputy Clerk W L McDaniel,Jr,Chainman Approved as to form and legality: 」efFrey A KlatzkOw County Attorney9 11.B.1 Packet Pg. 458 Attachment: Real Estate Sales Agreement_ (10205 : Randall Curve Sale) Print Name: lL't* n-) q Richard DlovanwichllEu6Gor Trustee under Land Trust Agreement Dated June 10, 2009 known as Trust Number 850.045 :@t, ) . :-- Richard D. Yovanovich, as Successor Trustee of Land Trust 850.028 under Land Trust Agreement dated December 1, 2005 れ・、―b(1= Richard D. Yovanovich, as Successor Trustee of the Golden Gate Boulevard West Trust ,,l. .-+l --L--r::> -----'l - { .--., Richard D. Yovanovich, as Successor Truslee of Land Trust 850.024 under Land Trust Agreement dated December 1, 2005 4L-L,-;; *--.. (- - Y,,\ Richard D. Yovanovich, as Successor Trustee of Land Trust 850.031 under Land Trust Agreement dated December 1 , 2005 10 11.B.1 Packet Pg. 459 Attachment: Real Estate Sales Agreement_ (10205 : Randall Curve Sale) Exhibit "A" County Property A11 of Tract "A", Golden Gate Estates, Unit 22, according to the plat thereof as recorded in Plat Book 7, Pages 83 and 84 of the Public Records of Collier County, Florida, LESS AND EXCEPT thatportion conveyed by Statutory Deed and recorded in O.R. Book 4079, Page 1358. 11.B.1 Packet Pg. 460 Attachment: Real Estate Sales Agreement_ (10205 : Randall Curve Sale) Exhibit・ B" Estates Shopping Property 11.B.1 Packet Pg. 461 Attachment: Real Estate Sales Agreement_ (10205 : Randall Curve Sale) lltc1 1,2 子はI:41 醐爛磯爾霧鍮淵帝鵠Ⅷ 蠅靱戦鮮趙鮒 CONIJ"“Ю m rRES MoRE OR t〔ss 籠器『器躍獅踏器押¨暉 PC 円ヨ,。 100. 200. 400. SCALE: 1'' = 200' 1橿 rF議鵬艦や螺露避嚇量♂F[樵譜 Fc朧鮮総冤 2器疑粋 ss…HEに ON ttc N uS stRvEY匡口 AN0 0FOЩS¨・鰺緋輔褥榊憾機礫 (0i 26a0, PC ll57) (or ll97, PG Jt5t) CltOE∥い■〔sIAIs ul子に :2(PB 4 1c,o5) @GradvMinor O CFa～MinOr●nd mOcla"PA 3olll●SpHD∬躙L蹴撥 ^qM-l En4]eery . Land Sulvel,ors . ptsnners . trndscap€ ArrhltEctgh. o?lu(ll. ai lxx,llllr Cn t ote,lrr. U OoOSt:r erdo..; l,c ZaOO2O6 ESTATES SHopPiNC CENTER COLLIER COUNTY PARCEL SECnON 4躙卿紺 E27いTl■C7:24 11.B.1 Packet Pg. 462 Attachment: Real Estate Sales Agreement_ (10205 : Randall Curve Sale)