Loading...
Agenda 05/26/2020 Item #16C 5 (Yovanovich Randall Curve Agreement)05/26/2020 EXECUTIVE SUMMARY Recommendation to approve a Fourth Amendment to Real Estate Sales Agreement with Richard D. Yovanovich, Successor Trustee (and not individually) for the extension of the due diligence period for the sale of the 47 +/- acre parcel known as the Randall Curve Property. OBJECTIVE: To extend the due diligence period. CONSIDERATIONS: On September 24, 2019, Agenda Item 11B, the Board (Seller) approved the Real Estate Sales Agreement (Agreement) that authorized the sale of the 47 +/- acre parcel commonly known as the Randall Curve Property to Richard D. Yovanovich, Successor Trustee (and not individually) (Purchaser). The Real Estate Sales Agreement is attached for reference. Section 7 of the Real Estate Sales Agreement provides the Purchaser with a ninety (90) day inspection period that terminates on December 23, 2019. On December 10, 2019, Agenda Item 16.F.7, the Board approved the First Amendment to Real Estates Sales Agreement to extend the inspection period to January 31, 2020. On January 28, 2020, Agenda Item 16.F.1, the Board approved the Second Amendment to Real Estate Sales Agreement to extend the inspection period to March 31, 2020. On March 24, 2020, Agenda Item 16.C.6, the Board approved the Third Amendment to Real Estate Sale Agreement to extend the inspection period to May 29, 2020. Seller and Purchaser are agreeable to extending the due diligence period to June 30, 2020. The extension is to provide the County with additional time to review Purchaser’s objections and respond as required by the Real Estate Sales Agreement. The proposed extension of the due diligence period will not result in an extension of the closing date, which is contingent on Purchaser’s obtaining entitlements. Section 6 of the Real Estate Sales Agreement provides for Seller to make a Second Deposit prior to the end of the due diligence period. Purchaser’s Second Deposit shall be due prior to the end of the extended Due Diligence Period (June 30, The Fourth Amendment to Real Estate Sales Agreement has been reviewed and approved by counsel for both parties. GROWTH MANAGEMENT IMPACT: The sale is not inconsistent with the County’s Growth Management Plans. FISCAL IMPACT: There is no fiscal impact at this time. LEGAL CONSIDERATIONS: This item has been approved as to form and legality and requires a majority vote for Board action. -JAB RECOMMENDATION: To approve the Fourth Amendment to Real Estate Sales Agreement and authorize the Chairman to execute the First Amendment to Real Estates Sales Agreement. PREPARED BY: Toni A. Mott, Manager, Facilities Management Division ATTACHMENT(S) 1. Real Estate Sales Agreement- Fully Executed (PDF) 2. First Amendment to Agreement - Fully Executed (PDF) 3. Second Amendment to Agreement - Fully Executed (PDF) 16.C.5 Packet Pg. 485 05/26/2020 4. Third Amendment to Agreement - Fully Executed (PDF) 5. Fourth Amendment to Real Estate Sales Agreement (PDF) 16.C.5 Packet Pg. 486 05/26/2020 COLLIER COUNTY Board of County Commissioners Item Number: 16.C.5 Doc ID: 12421 Item Summary: Recommendation to approve a Fourth Amendment to Real Estate Sales Agreement with Richard D. Yovanovich, Successor Trustee (and not individually) for the extension of the due diligence period for the sale of the 47 +/- acre parcel known as the Randall Curve Property. Meeting Date: 05/26/2020 Prepared by: Title: Manager - Property Acquisition & Const M – Facilities Management Name: Toni Mott 05/18/2020 3:42 PM Submitted by: Title: Director - Facilities Management – Facilities Management Name: Damon Grant 05/18/2020 3:42 PM Approved By: Review: Facilities Management Damon Grant Director - Facilities Completed 05/18/2020 3:55 PM Public Utilities Department Dan Rodriguez Additional Reviewer Completed 05/18/2020 4:02 PM Public Utilities Operations Support AmiaMarie Curry Additional Reviewer Completed 05/19/2020 8:55 AM Public Utilities Department Drew Cody Level 1 Division Reviewer Completed 05/19/2020 9:11 AM County Attorney's Office Jennifer Belpedio Level 2 Attorney of Record Review Completed 05/19/2020 9:23 AM Public Utilities Department George Yilmaz Level 2 Division Administrator Review Completed 05/19/2020 12:01 PM Office of Management and Budget Debra Windsor Level 3 OMB Gatekeeper Review Completed 05/19/2020 12:14 PM County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 05/19/2020 1:07 PM Budget and Management Office Ed Finn Additional Reviewer Completed 05/19/2020 3:20 PM County Manager's Office Leo E. Ochs Level 4 County Manager Review Completed 05/19/2020 3:22 PM Board of County Commissioners MaryJo Brock Meeting Pending 05/26/2020 9:00 AM 16.C.5 Packet Pg. 487 PROJECT: Randa∥Curve Property FOL10 NO: 37690040003 REAL ESTATE SALES AGREEMENT I胤 評 滞 晰 緊 ♂辞 8詭 詣 電 glL出 8鯰 き 辞 留 忌 嚢 鶏 辞 ,■潔 l訳 here:nafter referred to as・ Se∥er"whose ma∥ing address is 3335 Tamianli Tra∥East,Naples,FL34112, and, RiCHARD D. YOVANOViCH, SuCCESSOR TRuSTEE (AND NOT :NDiVlDUALLY),hereinafter referred to as'Purchaser・ whose malllng address is c/o Crown Management Services,LLC,207 Cherry H∥:Drlve,Presto,PA 15142 WHEREAS,Se∥er desires to se∥the 47+/‐acre parcel deined below as the County Property for a cash payment and exchange of a 10 +/‐ acre pa“ン3 defned below as the Estates Shopping Property owned by Purchaser on the terms and condに ions hereinafter set forth VVHEREAS, Se∥er sha∥ retain a “useable" one―acre tract of land on the County Property to fac∥itate a County service bu∥ding to serve the commun:ty NOW,THEREFORE,in consideration of the recna:s,the mutual covenants hereinafter set forth and other good and valuable considerations, the receipt and sufFciency of which are hereby mutua∥y acknowiedged,itis agreed by and bet″een the parties as fo∥ows: I RANDALL CuRVE PRΩ PERIY The rea!property owned by Se∥er and to be sold to Purchaser,which is sublect to this Agreement,(hereinafter referred to as"County Prope■プ)islocated in co∥ier County, F:orida, is commonly known as the Randa∥ Curve Property and described on ExhibittA"attached hereto and made a part hereof 2 ESTATES SHOPPiNG PROPERTY The real property owned by Purchaser and to be conveyed to Seller,which is sublect to this Agreement,(here:naier refered to as・ Estates Shopping Property")is loCated in Col∥er County, Florida and described on Exhibit“B"attached hereto and made a part hereof 3 SALE.CONVEYANCE and EXCHANGE Se∥er agrees to se∥and convey Se∥ers nght,ttle and interestin and to the County Property less a one‐acre useable tract(40ne‐Acre Tractり to Purchaser,and Purchaser agrees to purchase the County Property from Se∥er atthe prlce and upon the terrns and conditions hereinafter set forth ln addition to the Purchase P∥ce(deined below), in eXChange for the County Property, Purchaser sha∥convey at no cost to Se∥er the Estates Shopping Property,at the ter7nS and conditions hereinafter set fOrth Both the County Property and the Estates Shopping are being sold in their “as is" condiJon THE “AS‐IS"NATURE OF THIS AGREEMENT APPLIES TO ALL ASPECTS OF BOTH THE COUNTY PROPERTY AND ESTATES SHOPPING PROPERTY THE PARTIES ACKNOWLEDGE ANDAGREE THAT THE ・ASJS" NATURE OF THIS AGREEMENT WAS THE BASIS FORDETERMIN!NG THE PURCHASE PR!CE THE PURCHASE PRiCE FOR THE COUNTY PROPERTY IS BASED UPON LAND VALUE ONLY AND NO VALUE HAS BEEN AT「RIBUTED TO ANY STRUCTURE OR OTHER IMPROVEMENTS CONSTRUCTED ONTHE COUNTY PROPERTY OR THE ESTATES SHOPP!NG PROPERTY NEITHER 16.C.5.a Packet Pg. 488 Attachment: Real Estate Sales Agreement- Fully Executed (12421 : Randall Curve Fourth Amendment) PURCHASER NOR SELL SHALL HAVE ANY MAINTENANCE OR RISK OF LOSS RESPONSIBILITIES WITH RESPECT TO THEIR RESPECTIVE PROPERTY. 4. EXECUTION OF AGREEMENT. Purchaser shall execute this Agreement in advance of submittal to the Board of County Commissioners. The date the Board of County Commissioners approve ot this Agreemenl shall be referred to herein as the "Effective Date'. 5. TITLE. 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 Special Wananty Deed. ln addition to the foregoing, both parties agree to execute an owne/s gap, construction lien and non-foreign affidavit, closing statement and all such other documentation requested by either party's attomey in order for it to obtain an owner's title insurance policy. 6. PURCHASE PRICE. The Purchase Price ("Purchase Price") for the County property is THREE MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($3,750,000), payable by Purchaser to Seller. Within three (3) business days after the Etfective Date, Purchaser shall pay to Coleman, Yovanovich & Koester, P.A. ("Escrow Agent'), an initial deposit in the amount of ONE HUNDRED EIGHTY-SEVEN THOUSAND, FIVE HUNDRED DOLLARS ($187,500) hereinafter referred to as ("lnitial Deposit"). Priorto the end of the ninety (90) day Due Diligence Period, if Purchaser has not elec;ted to terminate lhis Agreement, purchaser shall pay to Escrow Agent an additional sum of ONE HUNORED EIGHW-SEVEN THOUSAND, F|VE HUNDRED DOLLARS ($187,500), hereinafter referred to as ('second Deposit") so that the total deposit equals THREE HUNDRED SEVENTY-FIVE THOUSANO DOLLARS ($37S,OOO) 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 refened to as the 'Earnest 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 transac{ion. 7. INiECTION PERIOD AND DUE DIL|GENCE. purchaser shail have a period of ninety (90) days from and after the Effec{ive Date ("Due Diligence Period") to inspec{ the county property, including the right to make engineering and soil tests, analyses and other investigations, and to investigate and/or review any other facts, circumstances or matters, or to perform any and all due diligence, which Purchaser deems relevant to the purchase of the County property. This Agreement shall terminate if prior to the expiration of the Due Diligence period, purchaser delivers to Seller written notice that lhe County Property is not suitable to Purchaser for any or no reason in Purchaser's sole and absolute discretion. lf Purchaser terminates this Agreement pursuant to this section, then upon such termination, Purchaser shall receive an immediate refund of the lnitial Deposit then held by Escrow Agent, end thereafter neither party shall have any further obligations to the other hereunder. 8. LAND USE ENTITLEMENT CONDITIONS. Purchaser's obligation to purchase the County Property and exchange the Estates Shopping Property is contingent upon purchaser obtaining: (a) final approval of any rezone, and any amendment(s) to the Collier County Growth Managemenl 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, and (b) 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 Counly'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. 16.C.5.a Packet Pg. 489 Attachment: Real Estate Sales Agreement- Fully Executed (12421 : Randall Curve Fourth Amendment) Purchaser shall work with the Seller during the €ntitlement process to agr€e upon the legal description of the One-Acre Tract and to define and develop the appropriate development standards for the One-Acre Tracl. The One-Acre Tract will be fully mitigated and not required to provide preserve, open space, water quality and waler quantity management within the acre and shall have access to the main access road of lhe development. The Purchaser will work with lhe Seller's representative to define development standards that reduce the setbacks and buffering to the parent parcel during the rezone process, eliminate the grocery store requirement and obtain uses on the remaining parcel between Wilson Boulevard and l"tStreet Northwest acceptable to Purchaser in Purchaser's sole and absolute discretion. Ouring 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 limited to, a petition to amend ihe Collier County Growth Management Plan and a petition to rezone the County Property. The Purchaser shall use his best efiorts 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-five (45) days after the Effective Date, Purchaser may obtain atitle insurance commitment with respect to the County property ("Tifle Commitment'). lf the Title Commitment reflects lhat tifle to the County prope(y is subjecl 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 (45) days after the Effective Date, and the same shall be treated as defect(s) ("Objections"). Unless Purchaser timely delivers written notice to Seller of the Objections, 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 attempt to cure) the Objec{ions, which decision shall be in Seller,s sole and absolute discretion. lf Seller elecls to cure (or attempt to cure) the Objections, Seller shall have until the expiration of the Due Diligence period (the.Cure period"). lf Seller does not agree to cure the Objections (or if Seller elects to attempt to cure one or more Obiections, but is unable to timely cure the same prior to the expiration of the Cure Period), Purchaser shall have the option of either: (i) proceeding with this transaction in accordance with the terms and provisions hereof and accepting all title matlers in their then existing condition; or (ii) terminating lhis transaction upon notice to Seller prior lo the expiration of the Due Diligence period, whereupon the lnitial Deposit shall be returned to Purchaser, and Seller and Purchaser shall be released from any and all further obligations and liabilities arising under or out of this Agreement. Despite the foregoing, Seller shall be required to cure defects 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 Property. Between the Efiective Oate and Closing, neither party shall encumber their respective property with any lien or other encumbrance that is not expressly permifted or reasonably contemplated by this Agreement or that cannot be satisfied or otherwise discharged by prior to or in conjunction with Closing. 16.C.5.a Packet Pg. 490 Attachment: Real Estate Sales Agreement- Fully Executed (12421 : Randall Curve Fourth Amendment) B. Within forty-five (45) days after the Effective Date, Purchaser may obtain a boundary survey of the County Property ("Survey"). lf Purchaser obtains the Survey, and the Survey correctly shows: (a) an encroachment onto the County Property, (b) that an improvement located on the County property proiects onto lands of others, (c) lack of legal access, or (d) encumbrances or defec,ts, 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 Seclion 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 accepied all survey related mafters in their existing condition. 10. PRORATIONS. 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 otherwise, shall be paid exclusively by purchaser. 2. All other items required by any other provision of this Agreement to be prorated or adjusted. 3. At the closing, the amount of proration and adjustrnents as aforesaid shall be determined or estimated to the extent practicable and lhe monetary adjustment shall be made between Seller and Purchaser. All such prorations and adjustment shall be final. B. Purchaser shall pay for all costs associated wilh this transaclion 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 agrees to pay the cost of publication of the legal notice soliciting bids on the Premises. Seller shall pay the costs of recording the conveyance instrument. 'l l. DEFAULTS AND TERMINATION. lf Purchaser defaults hereunder and such default has not been cured within ten (10) days afler written notice of such default lo Purchaser, then provided Seller is not in default, Seller's sole remedy shall be to terminate this Agreement by giving Written Notic€ thereof to Purchaser, whereupon the Eamest Money paid to date shall be retained by Seller as liquidated damages which shall be Seller's sole and exclusive remedy, and neither party shall have any further liability or obligation to the other. The parties acknowledge and agree that Seller's aclual damages in the event of Purchaser's default are uncertain in amount and difiicult to ascertain and that said amount of liquidated damages was reasonably determined by mutual agreement between the parties and said sum was not intended to be a penalty in nature. lf Seller defaults hereunder and such default has not been cured within thirty (30) days afier Written Notice of such default to Seller, and provided Purchaser is not in default, Purchaser may, at its option: (a) terminate this Agreement, whereupon the Eamest Money shall be returned to Purchaser and neather party shall have any further liability or obligation to the other, 16.C.5.a Packet Pg. 491 Attachment: Real Estate Sales Agreement- Fully Executed (12421 : Randall Curve Fourth Amendment) (b) enforce this Agreement by a suil 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 transaclion, including, without limitation, associated costs of the land swap including zoning and use approvals recording fees, conveyance fees, public notice cost, documentary and intangible taxes of every nature and kind whatsoever, shall be borne and paid by purchaser. Notwithstanding the foregoing, Seller shall be responsible for Seller's legal fees and expenses. 13. INTERMEDIARIES. Any and all brokerage commissions or fees brought about by the action of Purchaser shall be the sole responsibility of the Purchaser. Purchaser 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 eslate broker, salesman or representative, in connec-tion with this Agreement, including costs and reasonable attorneys' fees incident thereto. Notwithstanding the foregoing, Seller represents and warrants lhat no brokers or realtors have been engaged by Seller with respect to the purchase and/or sale of the County Property or the Estales Shopping property. This provision shall survive closing of this transaclion. 14. CLOSING. Closing shall take place during normal business hours at the offices of the Escrow Agent, 4001 Tamiami Trail 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 Counly, State and Federal approvals. 15. GENEML PROVISIONS. A. This Agreement, including all exhibits attached hereto and documents to be delivered pursuant herelo, shall constitute the entire agreement and understanding of theparties, and there are no olher prior or contemporaneous written or oral agrCements, undertakings, promises, warranties or covenants not conlained herein. B. This Agreement may be amended only by a written memorandum subsequen y executed by all the parties hereto. C. No waiver of any provision or condition of lhis 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, ac1 or default. D. Time is of the essence of this Agreement. ln the computation of any period provided for in this Agreement or by law, any date falling on a Saturday, Sunday or legal holiday shall be deemed to refer to the next day which is not a Saturday, Sunday or legal holiday. E. ln the event lhat 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 shall be excised from this Agreement, as circumstances require, and this Agreement shall be construed as if said provision had been incorporated herein as so limited, or as if said provision had not been included herein, as the case may be. F. Headings of paragraphs are for convenience of reference only and shall not be construed as a part of lhis Agreement. 16.C.5.a Packet Pg. 492 Attachment: Real Estate Sales Agreement- Fully Executed (12421 : Randall Curve Fourth Amendment) W:TH A COPY TO: G. This Agreement shall be binding upon and shall inure to the benefit of the padies hereto, and their respective heirs, executors, personal representatives, successors and assigns, provided, however, that this Agreement may not be assigned by Purchaser without the prior express written consent of Seller, which consent may be withheld for any reason whatsoever. Notwithstanding the foregoing, Purchase may elect to take title to the County 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 writing and shall be either personally delivered to the party or shall be sent by United States mail, postage prepaid, registered or certified mail to the following addresses. Any such notice shall be deemed given and effective upon receipt or refusal of delivery thereof by the primary party to whom it is to be sent. AS TO SELLER:Collier County Real Property Management Attention: Toni A. Mott 3335 East Tamiami Trail, Naples, Florida 34112 Collier County Attorney's ffice Attention: Jeffrey A. KlaEkow, County Attorney W. Harmon Turner Building, 8h Floor 3335 East Tamiami Trail, Naples, Florida 34112 AS TO PURCHASER: Crown Management Services,LLC W!TH A COPY TO: 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 L This Agreement shall be governed in all respects by the laws 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 provisions of the Agreement, the prevailing party shall be entitled to recover reasonable paralegal and attorneys' fees and all out of pocket third party costs incurred in that action or prooeeding, including those related to appeals. J. This Agreement may be executed in any number of counterparts, any or all of which may contain the signatures of less than all the parties, and all of which shall b€ construed together as but a single instrument. K. Possession of the County Property shall be delivered to the Purchaser at Closing. Possession ofthe 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 be construed to mean the originally fixed time and closing date specified herein or any adjoumed time and date provided for herein or agreed to in writing by the parties, or any earlier date permitted herein. 16.C.5.a Packet Pg. 493 Attachment: Real Estate Sales Agreement- Fully Executed (12421 : Randall Curve Fourth Amendment) M. This Agreemont is betr,\reen Seller and Purchaser and no other party shall, under any circumstances, be deemed to be a beneficiary of any of the terms and conditions to be 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 strictly construed against any one of the parties hereto. O. Neither this Agreement nor any memorandum or evidence 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 b€ 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 effecl, 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 potential 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 lhe release thereof, or until a iudgment of a court of competent jurisdiction shall determine the rights of the parties thereto, or it may deposit any monies and all instruments held puEuant to this Agreement with the Clerk of Court, Collier County, Florida, and upon notifying all parties concerned of such action, all liabilaty 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, including but not limited to any mis-delivery of monies or instruments subject to this escrow, unless such mis- delivery shall be due to willful breach in bad faith of this Agreement or gross neglagence on the part of the Escrow Agent. All of the terms and conditions in connection with Escrow Agent's duties and responsibilities and the rights of Seller, Purchaser and any lender or anyone else, are contained in this instrument, and the Escrow Agent is not required to be familiar with the provisions of any other instrument or agreement, and shall not be charged with any responsability or liability in connection with the observance or non-obseNance by anyone of the provisions of any other such instrument or agreement. Escrow Agent may rely and shall be protected 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 genuine and to have been signed or presented by the property party or parties and shall have no liability or responsibility with respect to the form, execution or validity thereof. Escrow Agent shall not be required to institule or defend any action or legal process involving any matter ref€rred to herein which in any manner affects it or Escrow Agent's duties or liabilities hereunder unless or until required lo do so by the Purchaser or Seller, and then only upon receiving full indemnily in an amount and of such charac{er 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 affected by any notice of any modification, cancellation, abrogation or rescission of this Agreement, or any fact or circumstance affecling or alleged to affect the 16.C.5.a Packet Pg. 494 Attachment: Real Estate Sales Agreement- Fully Executed (12421 : Randall Curve Fourth Amendment) rights or liabilities of any other persons, unless Escrow Agont 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.816.C.5.a Packet Pg. 495 Attachment: Real Estate Sales Agreement- Fully Executed (12421 : Randall Curve Fourth Amendment) !NW:TNESS WHEREOF,the paFtleS have caused this Agreementto be executed as of the day and year lrst above wntten AS TO SELLER: I? L. McDaniel, Jr., BOARD OF 16.C.5.a Packet Pg. 496 Attachment: Real Estate Sales Agreement- Fully Executed (12421 : Randall Curve Fourth Amendment) AS TO PURCI-IASER (as to all): DATED: ′ヽ Richard D. Yovanovich, as Successor Trustee under Land Trust Agreement Dated June 10, 2009 known as Trust Number 850.045 ILL-. , ) ( Richard D. Yovanovich, as Successor Trustee of Land Trust 850.028 under Land Trust Agreement dated December 1 , 2005 i)- > (-.._- Richard D. Yovanovich, as Successor Trustee of the Golden Gate Boulevard West Trust ,1t-t-' ) Richard D. Yovanovich, as Successor Trustee of Land Trust 850.024 under Land Trust Agreement dated December 1 , 2005 (- Richard D. Yovanovich, as Successor Trustee of Land Trust 850.03'l under Land Trust Agreement dated December 'l , 2005 Print N.me: 10 16.C.5.a Packet Pg. 497 Attachment: Real Estate Sales Agreement- Fully Executed (12421 : Randall Curve Fourth Amendment) Exhibil "A' County Propcrty All of Tract "A", Golden Gate Esrates, llnit 22, according to the plat thereol as recorded in Plat Book 7, Pages 8-j and 84 of the Public Records of Collier County, Florida, LESS AND EXCEPT that portion conveyed by Statutory Deed and recorded in O.R. Book 4079, Page 1358. 16.C.5.a Packet Pg. 498 Attachment: Real Estate Sales Agreement- Fully Executed (12421 : Randall Curve Fourth Amendment) Exhibit・ B" Estates Shopping Property 16.C.5.a Packet Pg. 499 Attachment: Real Estate Sales Agreement- Fully Executed (12421 : Randall Curve Fourth Amendment) IRCT 76 1 I RACI Ю5 IRACl l12 1 I TRri 141 (0R 26{0, PC ll57)(OR 4098 PC 5964) S89°40150"E (OR 5315 PC 2493) 10R519■lΨ l (ORコ 97 PC 5527)(OR 519' PC 0351) TRACT 143 L________ 60 印 ヽ sPお り・[ | |∂`OaクNN 巨40150・ ■ 1瞳 1 87 1 r―――――――十一―――――― ■―――RC,80-|BLつ 4801m'_1___1 ! Ttt1 124爆T89 1 7●▲rI I||1PROPERIY DESCR:PT10N A PARcCL OF しNND BEINC ttL OF TRACT ::O ANO A PORTЮ N OF TttTS i09 AN0 漱E輔 謙 櫛 典鵠渉RⅧP占 躙 懲1よ 朧 ∥艦ぎ%〔おぉど∫E暇 踪 器 .雉 、.器 罐 鷲N出 ピ‰uI I∥[OF SND PLAT SOuTH 8940・ 50・ 邸 7. 840 00 FEET ro THE POINT OF 8EONNINC OF THE PARCEL OF LAND HEREIN DESCR,8ED: 了H〔NC〔 NORTH Oσ :9'10・ EAST, A DISTANC■ OF 93500 FEET: THENCE SOuTII 詳鼎ЪrttN:fⅧl‰ぎT∬。PttT腱:晰 馬器1社 sotrH oo19'10・ WEST. A DSTANCC OF 93500 FEET TO A PONT ON IHEAFOREMENT10ED SOuTH しINE OF SNo PLAT, 7HENC〔 ALONC SNO SOuTH LINE. NORTH 8g40 50・ WESI.A DISTANCE OF 480 00 FEE了 10 THE PON7 oF BECINNINC CONTttNING 10 30 ACRES. MORE OR LESS NOTESi : BEARINCS SHOWN HERCON ARE OASC0 0N TIIC SOuTH LINE O「 GOLDENCATE ESTATES UNIT N0 11. AS RECOROED lN PLAT 800К 4 PACES 103AND 104, OF THc PuBLIC RECORDS OF COし にlER COUNTY, FLOR10A, AS 8〔INC N 8940.50‐W2 0!MCNSiONS SHOWN H〔REON ARE IN U S SURVEY FEET AI10 0EC:MALSTHEREOF5 1HIS SKEICH AN0 0ESCRIPTloN lS EQI VAL10 W:THOuT THE ORCINAL S,CNATυ RE ANO SEAL O「 A LiCENS[D FLOR:DA SURVEYOR ANO MAPPER NO A001T10NS OR DELE了 !ONS TO THIS SKETCH & DESCRIPT10N MAP AREP[RM1lTED WITHOuT THE EXPRCSSEO WR1lTEN CONSENT OF THE SlCN:NCPARTY LEGttND: POC ttNT∝Cい “ N鮨 嘔NTP00 pONT∝BEO叫 鰊 mCALは 蜘SB鰍PB PLAT 000K PC PCISl 0 100' 200・ 400' SCALE: 1" = 200' THIS PLAN MAY HAVE BEEN ENLARCED OR REDuCED FROM INTENOED D,SPLAY SCALEFOR REPRODuCTloN REASONSGOLDEN CATE ESTA'ES uMI NO!2(PB 4,PC 105) DRAM BY: KIG GradyMinor Ci宙 I Englncers o Land SuⅣeyors . Cert orAuth EB IXX15,51 Cert orA●th LB IXX15151 0. Gr80l{lror ol.t Aaroclotcr, Prt. 3800 Vta Dcl Rcy Botrlt sprlrt!, Plorlds 3,1134 PlannelB . Landscape Archltscts Autnc l,C 28tXrO2€0 SKETCH AND DESCR:PT:ON 格 ッ∠上 CHECKED BY1 0LS 000 C00C: 臼 0 00 ESTATES SHOPPiNG CENTER COLLiER COUNTY PARCEL LY:NG iNSECT10N 4,TOttSHIP 49 SOUTH,RANGE 27 EASTCOLL:ER COUNIY,FLOR:DA ―E: 1・ =氣r OATE: O AuCuST 2010 FlLE 1●・214・1 釧EET: ldl %w構:3oniL●SoHnm:2m0471144 16.C.5.a Packet Pg. 500 Attachment: Real Estate Sales Agreement- Fully Executed (12421 : Randall Curve Fourth Amendment) PROJECT: RANDALL CURVE PROPERTY FOLIO NO.: 37690040003 FIRST AMENDMENT TO REAL ESTATE SALES AGREEMENT This First Amendment to Real Estate Sales Agreement (this "Amendment") is made and entered into effective as of December p, 2019, by and between the BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA ("Seller"), and RICHARD D. YOVANOVICH, SUCCESSOR TRUSTEE (AND NOT INDIVIDUALLY) ("Purchaser"). RECITALS: A. Seller and Purchaser have entered into that certain Real Estate Sales Agreement dated September 24,2019(the "Agreement"),relating to the purchase and sale of a 47+/-acre parcel commonly known as the Randall Curve Property and legally described on Exhibit"A" attached to the Agreement. B. Seller and Purchaser hereby amend the Agreement as more particularly provided for herein. C. Capitalized terms used but not defined in this Amendment shall have the same meaning ascribed to such capitalized terms in the Agreement. AGREEMENT: NOW, THEREFORE, for and in consideration of the mutual covenants contained herein and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser hereby agree the Agreement is amended as follows: 1.Due Diligence Period. Purchaser's Due Diligence Period (as defined in Section 7 of the Agreement) is hereby extended to January 31, 2020. 2.Second Deposit. Purchaser's Second Deposit shall be due prior to the end of the Due Diligence Period as extended hereby. 3.Ratification and Confirmation. Except as provided herein, all terms and provisions of the Agreement and the rights of the parties thereunder shall remain unchanged and in full force and effect. The Agreement as modified and amended hereby is hereby ratified and confirmed in all respects. In the event of a conflict between the terms of the Agreement and the terms hereof, the rights and obligations of the parties hereto shall be governed by the terms of this Amendment. 4.Counterparts; Facsimile; Email. This Amendment may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in seeking proof hereof, it shall only be necessary to produce one such counterpart. For purposes of this Amendment,any signature transmitted by facsimile or e-mail (in pdf. or comparable format)has the same legal and binding effect as any original signature. 1 16.C.5.b Packet Pg. 501 Attachment: First Amendment to Agreement - Fully Executed (12421 : Randall Curve Fourth Amendment) IN WITNESS WHEREOF,this Amendment is executed by Seller and Purchaser to be effective as of the date first above written. SELLER: DATED: De, (0 , 2019 ATTEST: BOARD OF C •i COMMISSIONERS OF CRYSTAL K. Kf sL Clerk COL IEgirr DA Adik0,b40"L-k-C‘—' By: Dety Clerk W;/ iam. L. McDaniel, Jr., 'airman Attest as to Chairo signatirOonI A .. Approved as To form and legality: Alb JenArr B. Belp-:'o Asst. County Attorn- O 2 16.C.5.b Packet Pg. 502 Attachment: First Amendment to Agreement - Fully Executed (12421 : Randall Curve Fourth Amendment) AS TO PURCHASER (as to all): DATED:l 19 Th M t Richard D. Yovanovich, as Successor Trustee under Land Trust Agreement laatvia, pit ivP`CU"Li la_)_ Dated June 10, 2009 known as Trust Witness (Signature) Number 850.045 Print Name: i do n 41A n 1'10 4'''Lx .- 7--D." - ' Witness (Signa ure) Richard D. Yovanovich, as Successor Print Name: D ,,A i , ;(-1 r n i L q Trustee of Land Trust 850.028 under Land Trust Agreement dated December 1, 2005 ill die/60.044`6'iLtd(2-- 4 ,A ..,,..A"' -----) ------ Richard D. Yovanovich, as Successor Trustee of the Golden Gate Boulevard West Trust A.,./1/4 ,- ) , Richard D. Yovanovich, as Successor Trustee of Land Trust 850.024 under Land Trust Agreement dated December 1, 2005 4. ,A....k. :,,i-Th , Richard D. Yovanovich, as Successor Trustee of Land Trust 850.031 under Land Trust Agreement dated December 1, 2005 3 16.C.5.b Packet Pg. 503 Attachment: First Amendment to Agreement - Fully Executed (12421 : Randall Curve Fourth Amendment) PROJECT:RANDALL CURVE PROPERTY FOL10 NO.:37690040003 SECOND AMENDMENT T0 REAL ESTATE SALES AGREEMENT hoe馴 潔 謡 金躍 邸 蹴 罵:T鸞 淵 Ξ鯖 暇 贅:識 器 冊 :な 品庶 鏃 憮OF COLLIER COUNTY,FLORIDA("Seller'),and RICHARD D.YOVANOⅥCH,SUCCESSORTRUSTEE(AND NOT INDIVIDUALLY)("PurChaser∥)RECITALS: A Seller and Purchaser havc cntcrcd into that ccrtain Rcal Estatc Salcs Agrecmcnt dated September 24,2019,as irstamcnded on December 10,2019(the∥Agrccment"),relating to the purchase and sale ofa 47+/‐acrc parccl cOmmonly known as thc Randan curve ProPcrty and lcgally describcd on Exhibit``A''attached to the Agreement B Seler and Purchaser hereby fulther amend the Agreement as more particularly provided for herel■.C Capitalized telllis used but not deflned in this Amendment shall have the sme meaning asc」bed to such capitalized te..1=sin the Agreement. AGREEMENT: NOW,THEREFORE,for and in considcntion ofthe mutual cOvenants contained herein and for other valuable consideration,the receipt and sufrtciency of which are hereby acknowiedged,Seller and Purchaser hereby agree the Agreement is alnended as fo∥ows: l Due Dlligence Period Purchaser's Duc D∥igence Pe」od(as deflned in SectiOn 7 of the Agreement)iS hereby extendcd to March 31,2020 2 Second Deposit Purchaser's Second DepoJt shJl be duc pHOr to thc end of the Due Diligencc Penod as extended hercby 3 -On and COninnatlon Except as provded herein,an tcnns and provヽ 10ns ofthe Agreement and the Hghts Ofthe parties thereunder shan remain unchanged and in fuli force and efFect Thc Agrccmcnt as lnodi6。d and amendcd hcrcby is hereby ratifled and conflllllcd in ali rcsPcctS In thc event ofa connict between the teHlis ofthe Agreement and the tenns hereot thc rights and Obligations of the parties hereto sha∥be govemed by the te∥∥s ofthis Amendment 4. cOunterpartsi Facsimilet Email This Amendment may be executed in any number of counterparts with the same efTect as if all parties hereto had signed the same document All such counterparts shal be construed together and JYll constitute one instrumcnt,but in secHng proofhereol it shall only be ncccssary to produce one such countcrpart For purposes ofthis Amcndment,any signaturc ① 16.C.5.c Packet Pg. 504 Attachment: Second Amendment to Agreement - Fully Executed (12421 : Randall Curve Fourth Amendment) transmitted by facsimile or e-mail (in pdf. or comparable format) has the same legal and binding effect ss any original signature. IN WITNESS WHEREOF, this Amendment is executed by Seller and Purchaser to be effective as of the &te first above written. DATED:.r*uaryr[,"hZO Approved as to form and legality: SELLER: BOARD OF COUNTY COMMISS10NERS OF Bun L. Saunders, Chairman Jennifer B. Belped CO By:L16.C.5.c Packet Pg. 505 Attachment: Second Amendment to Agreement - Fully Executed (12421 : Randall Curve Fourth Amendment) AS TO PURCHASER(as to a∥): DATEE):Januaryノ 彎∠′2020 4榛 ―Richard D. Yovanovich, as Successor Trustee under Land Trust Agreement Dated June 10, 2009 known as Trust Number 850.045 /F_た め―Richard D. Yovanovich. as Successor Trustee of Land Trust 850.028 under Land Trust Agreement dated December I . 2005 ■^―Richard D. Yovanovich, as Successor Trustee of the Colden Gate Boulevard West Trust 4ん も⌒ Richard D. Yovanovich. as Successor Trustee of Land Trust 850.024 under Land Trust Agreement dated Decembet l, 2005 ↓ス√ゝ摯 Richard D. Yovanovich. as Successor Trustee of Land Trusl 850.031 under Land Trust Agreement dated December l. 2005 16.C.5.c Packet Pg. 506 Attachment: Second Amendment to Agreement - Fully Executed (12421 : Randall Curve Fourth Amendment) PROJECT:RANDALL CURVE PROPERTY FOL10 NO.:376911C140003 THIRD AMENDMENT TO REAL ESTATE SALES AGREEMENT Ihis lhrd Amendmentto Real Estate Sdes Agreement(thiS∥Amendment∥)iS made and entcredinto efFective as of March 24,2020,by and beneenthe BOARD OF COUNTY COMMIssloNERS OF COLLIER COUNTY,FLORIDA c'Seller'),and RICHARD DoYOVANOⅥCH,succESSORTRUSTEE cAND NOT INDIVIDUALLD("Purchaser'). RECITALS: A Seller and Purchaser have entered into that certain Real Estate Sales Agreement dated 滲 報 鱗:醐 選鮮 郡 概だ￡辮 蝠 躙 f喫 血 bit“A'attached tO the Agreement. B Seller and Purchaser hcrcby ntther amcnd thc Agrccment as mOre particularly pЮ vidcd for hcrein C Capitalized tems used but not deflned in this Amendment shall have the same mcaning ascHbed to such capitalized te..1.sin thc Agreement AGREEMEM: NOW,THEREFORE,for and in consideration ofthe muml cOvenants cOntained herch and for oぬ er vdЩ Ыe cOnsderatbn,慟 e κccu and sumc重 鵠話計にh are L“by¨bOuedgcd,sdcr md Purchascr he“bD7 agrcc the Ag“ementお alltendedを l Due Diligence P“od Purchaser's Duc Diligencc Paiod(aS deflned in Section 7 oF dle Agreemcnt)iS hereby extended to May 29,2020 2 Second De,osit Purchaser's Second Deposit shall be due pnor tO thc end Of thc Duc Diligencc PeHOd as extendcd hereby 幣蝠 謄鰤 為朧 艦頭 1∬ :艦 糧 』1棚 棚盟 需 慇 hereby ratiflcd and cOnf11.1.ed in all respects ln the 篇獅亀鯉誌t福 耀t盤 柵琴常詰w器 :聰 _詭 “。1籠 e Hghts綱 Obli脚 。郎J 4 COunterDarts:Facsiinilct Emall This Amendment maッ bc executed in any nurnber of counterparts wlth the same effect as if al pttes hereto had signed thc same dOctlmcnt All such counterptt shall be constmed together and shall cOnsthute onc instnlment,butin s∝king proofhereol itsha1l only be necessary tO produce one such cOunterpart For purpOses Ofthis Amendmcnt,any signaturc YI¨ 16.C.5.d Packet Pg. 507 Attachment: Third Amendment to Agreement - Fully Executed (12421 : Randall Curve Fourth Amendment) signature transmitled by facsimile or e-mail (in pdf. or comparable format) has the same legal and binding effect as any original signature. IN WITNESS WHEREOF, this Amendment is executed by Seller and Purchaser to be effective as of the date first above written. SELLER: BOARD OF COUNTY COMMISS10NERS OF , FLOBIDA Burt L. Saunders, Chairman "t'" $- DATEDI March』±2020 Approved as legality: 16.C.5.d Packet Pg. 508 Attachment: Third Amendment to Agreement - Fully Executed (12421 : Randall Curve Fourth Amendment) AS TO PURCHASER(asto aH): DATED:March■2020 Witness (Sign Print Name: {,u.>>--< Richard D. Yovanovich, as Successor Trustee under Land Trust Agreement Dated June 10, 2009 known as Trust Number 850.045 カニb._ Richard D. Yovanovich, as Successor Trustee ofLand Trust 850.028 under Land Trust A$eement dated December 1, 2005 ネνし軽―Richard D. Yovanovich, as Successor Trustee ofthe Golden Gate Boulevard West Trust ル ヽ_Richard D. Yovanovich, as Successor Trustee of Land Trust 850.024 under Land Trust Agreement dated December l, 2005 輩ん、_Richard D. Yovanovich, as Successor Trustee ofland Trust 850.031 under Land Trust Agreement dated December I , 2005 illa Witness ゛ 16.C.5.d Packet Pg. 509 Attachment: Third Amendment to Agreement - Fully Executed (12421 : Randall Curve Fourth Amendment) PROJECT:RANDALL CURVE PROPERTY FOL10 NO.:37690040003 FOURTH AMENDMENT TO REAL ESTATE SALES AGREEMENT This Fourth Amendment to Real Estate Sales Agreement (this "Amendment") is made and entered into effective as of May 26, 2020, by and between the BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA ("Seller"), and RICHARD D. YOVANOVICH, SUCCESSOR TRUSTEE (AND NOT INDMDUALLY) ("Purchaser"). RECITALS: A. Seller and Purchaser have entered into that certain Real Estate Sales Agreement dated September 24,2019, as first amended on December 10,2019, as second amended on January 28,2020 and as further amended on March 24,2020 (the "Agreement"), relating to the purchase and sale of a 47 +l- acre parcel commonly known as the Randall Curve Property and legally described on Exhibit "A" attached to the Agreement. B. Seller and Purchaser hereby further amend the Agreement as more particularly provided for herein. C. Capitalized terms used but not defined in this Amendment shall have the same meaning ascribed to such capitalized terms in the Agreement. AGREEMENT: NOW, THEREFORE, for and in consideration of the mutual covenants contained herein and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser hereby agree the Agreement is amended as follows: 1. Due Diligence Period. Purchaser's Due Diligence Period (as defined in Section 7 of the Agreement) is hereby extended to June 30,2020. 2. Second Deposit. Purchaser's Second Deposit shall be due prior to the end of the Due Diligence Period as extended hereby. 3. Ratification and Confirmation. Except as provided herein, all terms and provisions of the Agreement and the rights of the parties thereunder shall remain unchanged and in full force and effect. The Agreement as modified and amended hereby is hereby ratified and confirmed in all respects. In the event of a conflict between the terms of the Agreement and the terms hereof, the rights and obligations of the parties hereto shall be governed by the terms of this Amendment. 4. Counterparts: Facsimile: Email. This Amendment may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in seeking proof hereof, it shall only be necessary to produce one such counterpart. For purposes of this Amendment, any 16.C.5.e Packet Pg. 510 Attachment: Fourth Amendment to Real Estate Sales Agreement (12421 : Randall Curve Fourth Amendment) signature transmitted by facsimile or e-mail (in pdf. or comparable format) has the same legal and binding effect as any original signature. IN WITNESS WHEREOF, this Amendment is executed by Seller and Purchaser to be effective as of the date first above wriffen. SELLER: DATED: May_,2020 ATTEST: CRYSTAL K.KINZEL,Clerk , Deputy Clerk BOARD OF COUNTY COⅣIMISSIONERS OF COLLIER COUNTY,FLORIDA By: Burt L. Saunders, Chairman Approved as to form and legality: J.rruf'., Bi.lp.dk Asst. County Attorn'}ey ""tr,,af-er\ 16.C.5.e Packet Pg. 511 Attachment: Fourth Amendment to Real Estate Sales Agreement (12421 : Randall Curve Fourth Amendment) AS TO PURCHASER (as to all): DATED:MayJ」と2020 Richard D. Yovanovich, as Successor Trustee under Land Trust Agreement Dated June 10, 2009 known as Trust Number 850.045 れ 、ゝ_Richard D. Yovanovich, as Successor Trustee of Land Trust 850.028 under Land Trust Agreement dated December 1,2005 ヽI -\-/ Richard D. Yovanovich, as Successor Trustee of the Golden Gate Boulevard West Trust Richard D. Yovanovich, as Successor Trustee of Land Trust 850.024 under Land Trust Agreement dated December 1,2005 Richard D. Yovanovich, as Successor Trustee of Land Trust 850.031 under Land Trust Agreement dated December 1,2005 WitneFs (Signalure) Print Name: 16.C.5.e Packet Pg. 512 Attachment: Fourth Amendment to Real Estate Sales Agreement (12421 : Randall Curve Fourth Amendment)