Robert and Bernie Sponseller CONSERVATION COLLIER
TAX ID NUMBER:00344200003
AGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT is made and entered into by and between ROBERT SPONSELLER
and BERNIE G. SPONSELLER, husband and wife, whose address is 9857 Sandringham
Gate, Naples, FL 34109-1694 (hereinafter referred to as "Seller"), and COLLIER
COUNTY, a political subdivision of the State of Florida, its successors and assigns, whose
address is 3335 Tamiami Trail East, Suite 101, Naples, FL 34112 (hereinafter referred to
as "Purchaser").
WITNESSETH
WHEREAS, Seller is the owner of that certain parcel of real property (hereinafter referred
to as "Property"), located in Collier County, State of Florida, and being more particularly
described in Exhibit "A", attached hereto and made a part hereof by reference.
WHEREAS, Purchaser is desirous of purchasing the Property, subject to the conditions
and other agreements hereinafter set forth, and Seller is agreeable to such sale and to
such conditions and agreements.
NOW, THEREFORE, and for and in consideration of the premises and the respective
undertakings of the parties hereinafter set forth and the sum of Ten Dollars ($10.00), the
receipt and sufficiency of which is hereby acknowledged, it is agreed as follows:
I. AGREEMENT
1.01 In consideration of the purchase price and upon the terms and conditions
hereinafter set forth, Seller shall sell to Purchaser and Purchaser shall purchase from
Seller the Property, described in Exhibit "A".
II. PAYMENT OF PURCHASE PRICE
2.01 The purchase price (the "Purchase Price") for the Property shall be Ninety
Thousand Dollars and 00/100 dollars ($90,000.00), (U.S. Currency) payable at time
of closing.
III. CLOSING
3.01 The Closing (THE "CLOSING DATE", "DATE OF CLOSING", OR "CLOSING") of the
transaction shall be held on or before one hundred and eighty (180) days following
execution of this Agreement by the Purchaser, or within thirty (30) days of
Purchaser's receipt of all closing documents, whichever is later. The Closing shall be
held at the Collier County Attorney's Office, Administration Building, 3299 Tamiami
Trail East, Naples, Florida. The procedure to be followed by the parties in connection
with the Closing shall be as follows:
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CONSERVATION COLLIER
TAX ID NUMBER:00344200003
3.011 Seller shall convey a marketable title free of any liens, encumbrances,
exceptions, or qualifications. Marketable title shall be determined according to
applicable title standards adopted by the Florida Bar and in accordance with law. At
the Closing, the Seller shall cause to be delivered to the Purchaser the items
specified herein and the following documents and instruments duly executed and
acknowledged, in recordable form:
3.0111 Warranty Deed in favor of Purchaser conveying title to the Property,
free and clear of all liens and encumbrances other than:
(a) The lien for current taxes and assessments.
(b) Such other easements, restrictions, or conditions of record.
3.0112 Combined Purchaser-Seller closing statement.
3.0113 A "Gap Tax Proration, Owner's Non-Foreign Affidavit", as required
by Section 1445 of the Internal Revenue Code and as required by the title
insurance underwriter to insure the "gap" and issue the policy contemplated
by the title insurance commitment.
3.0114 A W-9 Form, "Request for Taxpayer Identification and Certification"
as required by the Internal Revenue Service.
3.012 At the Closing, the Purchaser, or its assignee, shall cause to be delivered
to the Seller the following:
3.0121 A negotiable instrument (County Warrant) in an amount equal to the
Purchase Price. No funds shall be disbursed to Seller until the Title
Company verifies that the state of the title to the Property has not changed
adversely since the date of the last endorsement to the commitment,
referenced in Section 4.011 thereto, and the Title Company is irrevocably
committed to pay the Purchase Price to Seller and to issue the Owner's title
policy to Purchaser in accordance with the commitment immediately after
the recording of the deed.
3.0122 Funds payable to the Seller representing the cash payment due at
Closing in accordance with Article III hereof, shall be subject to adjustment
for prorations as hereinafter set forth.
3.02 Each party shall be responsible for payment of its own attorney's fees. Seller,
at its sole cost and expense, shall pay at Closing all documentary stamp taxes due
relating to the recording of the Warranty Deed, in accordance with Chapter 201.01,
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CONSERVATION COLLIER
TAX ID NUMBER:00344200003
Florida Statutes, and the cost of recording any instruments necessary to clear Seller's
title to the Property. The cost of the Owner's Form B Title Policy, issued pursuant to
the Commitment provided for in Section 4.011 below, shall be paid by Purchaser.
The cost of the title commitment shall also be paid by Purchaser.
3.03 Purchaser shall pay for the cost of recording the Warranty Deed. Real Property
taxes shall be prorated based on the current year's tax with due allowance made for
maximum allowable discount, homestead and any other applicable exemptions and
paid by Seller. If Closing occurs at a date which the current year's millage is not
fixed, taxes will be prorated based upon such prior year's millage.
IV. REQUIREMENTS AND CONDITIONS
4.01 Upon execution of this Agreement by both parties or at such other time as
specified within this Article, Purchaser and/or Seller, as the case may be, shall
perform the following within the times stated, which shall be conditions precedent to
the Closing;
4.011 Within fifteen (15) days after the date hereof, Purchaser shall obtain as
evidence of title an ALTA Commitment for an Owner's Title Insurance Policy
(ALTA Form B-1970) covering the Property, together with hard copies of all
exceptions shown thereon. Purchaser shall have thirty (30) days, following
receipt of the title insurance commitment, to notify Seller in writing of any
objection to title other than liens evidencing monetary obligations, if any, which
obligations shall be paid at closing. If the title commitment contains exceptions
that make the title unmarketable, Purchaser shall deliver to the Seller written
notice of its intention to waive the applicable contingencies or to terminate this
Agreement.
4.012 If Purchaser shall fail to advise the Seller in writing of any such objections
in Seller's title in the manner herein required by this Agreement, the title shall be
deemed acceptable. Upon notification of Purchaser's objection to title, Seller
shall have thirty (30) days to remedy any defects to convey good and marketable
title at Seller's expense, except for liens or monetary obligations which will be
satisfied at Closing. Seller, at its sole expense, shall use its best efforts to make
such title good and marketable. In the event Seller is unable to cure said
objections within said time period, Purchaser, by providing written notice to Seller
within seven (7) days after expiration of said thirty (30) day period, may accept
title as it then is, waiving any objection; or Purchaser may terminate the
Agreement. A failure by Purchaser to give such written notice of termination
within the time period provided herein shall be deemed an election by Purchaser
to accept the exceptions to title as shown in the title commitment.
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CONSERVATION COLLIER
TAX ID NUMBER:00344200003
4.013 Seller agrees to furnish any existing surveys of the Property in Seller's
possession to Purchaser within ten (10) days of the effective date of this
Agreement. Purchaser shall have the option, at its own expense, to obtain a
current survey of the Property prepared by a surveyor licensed by the State of
Florida. No adjustments to the Purchase Price shall be made based upon any
change to the total acreage referenced in Exhibit "A," unless the difference in
acreage revealed by survey exceeds 5% of the overall acreage. If the survey
provided by Seller or obtained by Purchaser, as certified by a registered Florida
surveyor, shows: (a) an encroachment onto the property; or (b) that an
improvement located on the Property projects onto lands of others, or (c) lack of
legal access to a public roadway, the Purchaser shall notify the Seller in writing of
such encroachment, projection, or lack of legal access, and Seller shall have the
option of curing said encroachment or projection, or obtaining legal access to the
Property from a public roadway, within sixty (60) days of receipt of said written
notice from Purchaser. Purchaser shall have ninety (90) days from the effective
date of this Agreement to notify Seller of any such objections. Should Seller
elect not to or be unable to remove the encroachment, projection, or provide legal
access to the property within said sixty (60) day period, Purchaser, by providing
written notice to Seller within seven (7) days after expiration of said sixty (60) day
period, may accept the Property as it then is, waiving any objection to the
encroachment, or projection, or lack of legal access, or Purchaser may terminate
the Agreement. A failure by Purchaser to give such written notice of termination
within the time period provided herein shall be deemed an election by Purchaser
to accept the Property with the encroachment, or projection, or lack of legal
access.
V. INSPECTION PERIOD
5.01 Purchaser shall have one hundred twenty (120) days from the date of this
Agreement, ("Inspection Period"), to determine through appropriate investigation that:
1. Soil tests and engineering studies indicate that the Property can be developed
without any abnormal demucking, soil stabilization or foundations.
2. There are no abnormal drainage or environmental requirements to the
development of the Property.
3. The Property is in compliance with all applicable State and Federal environ-mental
laws and the Property is free from any pollution or contamination.
4. The Property can be utilized for its intended use and purpose in the Conservation
Collier program.
5.02 If Purchaser is not satisfied, for any reason whatsoever, with the results of any
investigation, Purchaser shall deliver to Seller prior to the expiration of the Inspection
Period, written notice of its intention to waive the applicable contingencies or to
terminate this Agreement. If Purchaser fails to notify the Seller in writing of its
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CONSERVATION COLLIER
TAX ID NUMBER:00344200003
specific objections as provided herein within the Inspection Period, it shall be deemed
that the Purchaser is satisfied with the results of its investigations and the
contingencies of this Article V shall be deemed waived. In the event Purchaser elects
to terminate this Agreement because of the right of inspection, Purchaser shall deliver
to Seller copies of all engineering reports and environmental and soil testing results
commissioned by Purchaser with respect to the Property.
5.03 Purchaser and its agents, employees and servants shall, at their own risk and
expense, have the right to go upon the Property for the purpose of surveying and
conducting site analyses, soil borings and all other necessary investigation.
Purchaser shall, in performing such tests, use due care. Seller shall be notified by
Purchaser no less than twenty-four (24) hours prior to said inspection of the Property.
VI. INSPECTION
6.01 Seller acknowledges that the Purchaser, or its authorized agents, shall have the
right to inspect the Property at any time prior to the Closing.
VII. POSSESSION
7.01 Purchaser shall be entitled to full possession of the Property at Closing.
VIII. PRORATIONS
8.01 Ad valorem taxes next due and payable, after closing on the Property, shall be
prorated at Closing based upon the gross amount of current year taxes, and shall be
paid by Seller.
IX. TERMINATION AND REMEDIES
9.01 If Seller shall have failed to perform any of the covenants and/or agreements
contained herein which are to be performed by Seller, within ten (10) days of written
notification of such failure, Purchaser may, at its option, terminate this Agreement by
giving written notice of termination to Seller. Purchaser shall have the right to seek
and enforce all rights and remedies available at law or in equity to a contract vendee,
including the right to seek specific performance of this Agreement.
9.02 The parties acknowledge that the remedies described herein and in the other
provisions of this Agreement provide mutually satisfactory and sufficient remedies to
each of the parties and take into account the peculiar risks and expenses of each of
the parties.
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CONSERVATION COLLIER
TAX ID NUMBER:00344200003
X. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES
10.01 Seller and Purchaser represent and warrant the following:
10.011 Seller and Purchaser have full right and authority to enter into and to
execute this Agreement and to undertake all actions and to perform all tasks
required of each hereunder. Seller is not presently the subject of a pending,
threatened or contemplated bankruptcy proceeding.
10.012 Seller has full right, power, and authority to own and operate the Property,
and to execute, deliver, and perform its obligations under this Agreement and the
instruments executed in connection herewith, and to consummate the transaction
contemplated hereby. All necessary authorizations and approvals have been
obtained authorizing Seller and Purchaser to execute and consummate the
transaction contemplated hereby. At Closing, certified copies of such approvals
shall be delivered to Purchaser and/or Seller, if necessary.
10.013 The warranties set forth in this paragraph shall be true on the date of this
Agreement and as of the date of Closing. Purchaser's acceptance of a deed to
the said Property shall not be deemed to be full performance and discharge of
every agreement and obligation on the part of the Seller to be performed pursuant
to the provisions of this Agreement.
10.014 Seller represents that it has no knowledge of any actions, suits, claims,
proceedings, litigation or investigations pending or threatened against Seller, at
law, equity or in arbitration before or by any federal, state, municipal or other
governmental instrumentality that relate to this agreement or any other property
that could, if continued, adversely affect Seller's ability to sell the Property to
Purchaser according to the terms of this Agreement.
10.015 No party or person other than Purchaser has any right or option to acquire
the Property or any portion thereof.
10.016 Until the date fixed for Closing, so long as this Agreement remains in force
and effect, Seller shall not encumber or convey any portion of the Property or any
rights therein, nor enter into any agreements granting any person or entity any
rights with respect to the Property or any part thereof, without first obtaining the
written consent of Purchaser to such conveyance, encumbrance, or agreement
which consent may be withheld by Purchaser for any reason whatsoever.
10.017 Seller represents that there are no incinerators, septic tanks or cesspools
on the Property; all waste, if any, is discharged into a public sanitary sewer
system; Seller represents that they have (it has) no knowledge that any pollutants
are or have been discharged from the Property, directly or indirectly into any body
of water. Seller represents the Property has not been used for the production,
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CONSERVATION COLLIER
TAX ID NUMBER:00344200003
handling, storage, transportation, manufacture or disposal of hazardous or toxic
substances or wastes, as such terms are defined in applicable laws and
regulations, or any other activity that would have toxic results, and no such
hazardous or toxic substances are currently used in connection with the operation
of the Property, and there is no proceeding or inquiry by any authority with
respect thereto. Seller represents that they have (it has) no knowledge that there
is ground water contamination on the Property or potential of ground water
contamination from neighboring properties. Seller represents no storage tanks
for gasoline or any other substances are or were located on the Property at any
time during or prior to Seller's ownership thereof. Seller represents none of the
Property has been used as a sanitary landfill.
10.018 Seller has no knowledge that the Property and Seller's operations
concerning the Property are in violation of any applicable Federal, State or local
statute, law or regulation, or of any notice from any governmental body has been
served upon Seller claiming any violation of any law, ordinance, code or
regulation or requiring or calling attention to the need for any work, repairs,
construction, alterations or installation on or in connection with the Property in
order to comply with any laws, ordinances, codes or regulation with which Seller
has not complied.
10.019 There are no unrecorded restrictions, easements or rights of way (other
than existing zoning regulations) that restrict or affect the use of the Property, and
there are no maintenance, construction, advertising, management, leasing,
employment, service or other contracts affecting the Property.
10.020 Seller has no knowledge that there are any suits, actions or arbitration,
bond issuances or proposals therefor, proposals for public improvement
assessments, pay-back agreements, paving agreements, road expansion or
improvement agreements, utility moratoriums, use moratoriums, improvement
moratoriums, administrative or other proceedings or governmental investigations
or requirements, formal or informal, existing or pending or threatened which
affects the Property or which adversely affects Seller's ability to perform
hereunder; nor is there any other charge or expense upon or related to the
Property which has not been disclosed to Purchaser in writing prior to the
effective date of this Agreement.
10.021 Seller acknowledges and agrees that Purchaser is entering into this
Agreement based upon Seller's representations stated above and on the
understanding that Seller will not cause the zoning or physical condition of the
Property to change from its existing state on the effective date of this Agreement
up to and including the Date of Closing. Therefore, Seller agrees not to enter into
any contracts or agreements pertaining to or affecting the Property and not to do
any act or omit to perform any act which would change the zoning or physical
CONSERVATION COLLIER
TAX ID NUMBER:00344200003
condition of the Property or the governmental ordinances or laws governing
same. Seller also agrees to notify Purchaser promptly of any change in the facts
contained in the foregoing representations and of any notice or proposed change
in the zoning, or any other action or notice, that may be proposed or promulgated
by any third parties or any governmental authorities having jurisdiction of the
development of the property which may restrict or change any other condition of
the Property.
10.022 At the Closing, Seller shall deliver to Purchaser a statement (hereinafter
called the "Closing Representative Statement") reasserting the foregoing
representations as of the Date of Closing, which provisions shall survive the
Closing.
10.023 Seller represents, warrants and agrees to indemnify, reimburse, defend
and hold Purchaser harmless from any and all costs (including attorney's fees)
asserted against, imposed on or incurred by Purchaser, directly or indirectly,
pursuant to or in connection with the application of any federal, state, local or
common law relating to pollution or protection of the environment which shall be
in accordance with, but not limited to, the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, 42 U.S.C. Section 9601, et
seq., ("CERCLA" or "Superfund"), which was amended and upgraded by the
Superfund Amendment and Reauthorization Act of 1986 ("SARA"), including any
amendments or successor in function to these acts. This provision and the rights
of Purchaser, hereunder, shall survive Closing and are not deemed satisfied by
conveyance of title.
10.024 Any loss and/or damage to the Property between the date of this
Agreement and the date of Closing shall be Seller's sole risk and expense.
Xl. NOTICES
11.01 Any notice, request, demand, instruction, or other communication to be
given to either party hereunder shall be in writing, sent by facsimile with automated
confirmation of receipt, or by registered, or certified mail, return receipt requested,
postage prepaid, addressed as follows:
If to Purchaser: Summer Araque, Coordinator
Conservation Collier Program
Collier County Parks and Recreation Division
Public Services Department
Golden Gate Community Park
3300 Santa Barbara Blvd.
Naples, Florida 34116
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CONSERVATION COLLIER
TAX ID NUMBER:00344200003
With a copy to: Attn: Deborah Goodaker, Property Acquisition Specialist
Collier County Real Property Management
3335 Tamiami Trail East, Suite 102
Naples, Florida 34112
Telephone: 239-252-8922
If to Seller: Robert & Bernie Sponseller
9857 Sandringham Gate
Naples, FL 34109-1694
Telephone: 239-290-0551
sponses2yahoo.com
With a copy to:
11.02 The addressees and numbers for the purpose of this Article may be changed by
either party by giving written notice of such change to the other party in the manner
provided herein. For the purpose of changing such addresses or addressees only,
unless and until such written notice is received, the last addressee and respective
address stated herein shall be deemed to continue in effect for all purposes.
XII. REAL ESTATE BROKERS
12.01 Any and all brokerage commissions or fees shall be the sole responsibility of
the Seller. Seller shall indemnify Purchaser and hold Purchaser harmless from and
against any claim or liability for commission or fees to any broker or any other person
or party claiming to have been engaged by Seller as a real estate broker, salesman
or representative, in connection with this Agreement. Seller agrees to pay any and
all commissions or fees at closing pursuant to the terms of a separate agreement, if
any.
XIII. MISCELLANEOUS
13.01 This Agreement may be executed in any manner of counterparts which
together shall constitute the agreement of the parties.
13.02 This Agreement and the terms and provisions hereof shall be effective as of
the date this Agreement is executed by both parties and shall inure to the benefit of
and be binding upon the parties hereto and their respective heirs, executors,
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CONSERVATION COLLIER
TAX ID NUMBER:00344200003
personal representatives, successors, successor trustee, and assignees whenever
the context so requires or admits.
13.03 Any amendment to this Agreement shall not bind any of the parties hereof
unless such amendment is in writing and executed and dated by Purchaser and
Seller. Any amendment to this Agreement shall be binding upon Purchaser and
Seller as soon as it has been executed by both parties.
13.04 Captions and section headings contained in this Agreement are for
convenience and reference only; in no way do they define, describe, extend, or limit
the scope or intent of this Agreement or any provisions hereof.
13.05 All terms and words used in this Agreement, regardless of the number and
gender in which used, shall be deemed to include any other gender or number as the
context or the use thereof may require.
13.06 No waiver of any provision of this Agreement shall be effective unless it is in
writing signed by the party against whom it is asserted, and any waiver of any
provision of this Agreement shall be applicable only to the specific instance to which
it is related and shall not be deemed to be a continuing or future waiver as to such
provision or a waiver as to any other provision.
13.07 If any date specified in this Agreement falls on a Saturday, Sunday, or legal
holiday, then the date to which such reference is made shall be extended to the next
succeeding business day.
13.08 Seller is aware of and understands that the "offer" to purchase represented by
this Agreement is subject to acceptance and approval by the Board of County
Commissioners of Collier County, Florida.
13.09 If the Seller holds the Property in the form of a partnership, limited partnership,
corporation, trust, or any form of representative capacity whatsoever for others,
Seller shall make a written public disclosure, according to Chapter 286, Florida
Statutes, under oath, of the name and address of every person having a beneficial
interest in the Property before Property held in such capacity is conveyed to Collier
County. (If the corporation is registered with the Federal Securities Exchange
Commission or registered pursuant to Chapter 517, Florida Statutes, whose stock is
for sale to the general public, it is hereby exempt from the provisions of Chapter 286,
Florida Statutes.)
13.10 This Agreement is governed and construed in accordance with the laws of the
State of Florida.
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CONSERVATION COLLIER
TAX ID NUMBER:00344200003
XIV. ENTIRE AGREEMENT
14.01 This Agreement and the exhibits attached hereto contain the entire agreement
between the parties, and no promise, representation, warranty or covenant not included in
this Agreement or any such referenced agreements has been or is being relied upon by
either party. No modification or amendment of this Agreement shall be of any force or
effect unless made in writing and executed and dated by both Purchaser and Seller. Time
is of the essence of this Agreement.
IN WITNESS WHEREOF, the parties hereto have signed below.
Dated Project/Acquisition Approved by BCC: `3./1 2/23
AS TO PURCHASER:
ATTEST:
CRYSTAL K. KINZEL, Clerk of the BOARD OF COUNTY COMMISSIONERS
Circuit Court and Comptroller COLLIER COUNTY, FLORIDA
•
By: /26'
Attest a t '6-cilaiiinaliMputy Clerk RICK LOCASTRO, Chairman
sign4u,r_tSYv
THIS PORTION LEFT INTENTIONALLY BLANK
SEE NEXT PAGE FOR SELLER SIGNATURES
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CONSERVATION COLLIER
TAX ID NUMBER 00344200003
AS TO SELLER:
DATED: 6 __
WITNESES:
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By: ke4.4.7eC \14).,4#14404
(Signature)
Print Name: ROBERT C. SPONSELLER
Ti_ 01 FE -A •3 F.._.‘34:\L
(Print Witness Name) SELLER
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________,-- 11rilir-11%., - By: ei4,1",e; /142ex„uat__
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/ _AP- Print Name: BERNIE G. SPONSELLER
(Print Witness Name; t' SELLER
4po r' Notary Public State of Florida
Vivian Rodriguez
c. My Commission HH 034058
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App d as to f rn1 nd legality
t OW 04/\),t
f_0_11ill(�I 1TOM4S1[0______,Assistant County Attorney
CONSERVATION COLLIER
TAX ID NUMBER:00344200003
EXHIBIT "A" TO SPONSELLER
AGREEMENT FOR SALE AND PURCHASE
LEGAL DESCRIPTION for Parcel No 00344200003, as set forth in OR 3926 PG 2194
of the official records of Collier County, Florida, and restated below:
THE WEST 1/2 OF THE NORTH 1/2 OF THE SOUTH '/z OF THE NORTH '/2 OF THE
SOUTH '/z OF THE NORTHWEST 1/4, LESS THE WEST 35 FEET DEDICATED FOR
ROAD PURPOSES, SECTION 33, TOWNSHIP 49 SOUTH, RANGE 27 EAST, COLLIER
COUNTY, FLORIDA.
Appro o f m and legality:�(
evirl
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1 on J T I-64o,Assistant County Attorney
6
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G:\Sponseller Legal Description
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