Backup Documents 10/24/2023 Item #11A (Anneey) ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP '
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office
at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later
than Monday preceding the Board meeting.
**NEW** ROUTING SLIP
Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the
exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office.
Route to Addressee(s) (List in routing order) Office Initials Date
1. County Attorney Office County Attorney 10/24/23
Attn. Sally A. Ashkarsirs..,„
2. BCC Office Board of County Commissioners
RC t&fi(s/ (O/i7 m.s l
3. Minutes and Records* Clerk of Court's Office !0
/2- 3
*NOTE TO MINUTES AND RECORDS:
Please return an electronic copy of agreement to Sonja.Stephenson@colliercountyfl.gov
PRIMARY CONTACT INFORMATION
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees
above,may need to contact staff for additional or missing information.
Name of Primary Staff Sonja Stephenson/Real Property— Phone Number 239-252-8073
Contact/ Department Facilities Management
Agenda Date Item was October 24, 2023 Agenda Item Number 11. A.
Approved by the BCC
Type of Document Agreement for Sale and Purchase Number of Original 1
Attached nn L,L Documents Attached
PO number or account N/A /
number if document is
to be recorded
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's original signature?STAMP OK N/A
2. Does the document need to be sent to another agency for additional signatures? If yes, N/A
provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet.
3. Original document has been signed/initialed for legal sufficiency. (All documents to be
signed by the Chairman,with the exception of most letters,must be reviewed and signed SS
by the Office of the County Attorney.
4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A
Office and all other parties except the BCC Chairman and the Clerk to the Board
5. The Chairman's signature line date has been entered as the date of BCC approval of the SS
document or the fmal negotiated contract date whichever is applicable.
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's SS
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip N/A
,41\11 should be provided to the County Attorney Office at the time the item is input into SIRE.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines!
8. The document was approved by the BCC on above date,and all changes made during SS N/A is not
the meeting have been incorporated in the attached document. The County an option for
Attorney's Office has reviewed the changes,if applicable. this line.
9. Initials of attorney verifying that the attached document is the version approved by the N/A is not
BCC,all changes directed by the BCC have been made,and the document is ready for the an option for
Chairman's signature. this line.
I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12
Conservation Collier 1 1 A
Folio Number: 57199040005 Annecy Marco LLC
57199000003 Annecy Marco LLC
57198920003 Barfield Hawaii LLC
57198960005 201 Barfield LLC
AGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT is made and entered into by and between ANNECY MARCO, LLC,
a Florida limited liability company, BARFIELD HAWAII, LLC, a Delaware limited liability
company, 201 BARFIELD, LLC, a Delaware limited liability company, whose address
mailing address is PO Box 1810, Tampa, FL 33601-1810, (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 Three
Million, one Hundred Forty Thousand Dollars and 00/100 dollars ($3,140,000),
(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 ninety (90) days following execution of
this Agreement by the Purchaser, or within thirty (30) days of Seller's delivery to the
title company of the closing documents specified in Sections 3.0111 and 3.0114 and,
if agreed to by the parties, Sections 3.0112 and 3.0013, whichever is later. The
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Folio Number: 57199040005 Annecy Marco LLC
57199000003 Annecy Marco LLC
57198920003 Barfield Hawaii LLC
57198960005 201 Barfield LLC
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:
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, as prepared by the
title company and reasonably agreed to by Purchaser and Seller.
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 wire-transfer 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.
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Folio Number: 57199040005 Annecy Marco LLC
57199000003 Annecy Marco LLC
57198920003 Barfield Hawaii LLC
57198960005 201 Barfield LLC
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,
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 commercially
reasonable efforts to make such title good and marketable. In the event Seller
does not 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
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Folio Number: 57199040005 Annecy Marco LLC
57199000003 Annecy Marco LLC
57198920003 Barfield Hawaii LLC
57198960005 201 Barfield LLC
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.
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. 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 sixty (60) 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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Folio Number: 57199040005 Annecy Marco LLC
57199000003 Annecy Marco LLC
57198920003 Barfield Hawaii LLC
57198960005 201 Barfield LLC
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,
within seven (7) days after Seller's request, 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. To the fullest extent permitted by law, Seller and Seller's agents and
employees shall not be liable for and Purchaser waives any and all claims for
damages to persons and property sustained by Purchaser or Purchaser's agents,
employees, assigns, licensees, concessionaires, invitees or any person claiming
through such parties resulting from any accident or occurrence in or upon the
Property. To the extent permitted by law and as limited by and pursuant to the
provisions of Section 768.28, Florida Statutes, Purchaser hereby agrees to
indemnify, defend and hold Seller harmless from and against any and all claims,
actions, damages, liability and expenses (including attorneys' fees) in connection
with loss of life, personal injury and/or damage to property arising from or out of any
occurrence in, upon or at the Property, from or out of activities of, for or on behalf of
Purchaser on the Property or any part thereof, or occasioned wholly or in part by an
act or omission of Purchaser, its agents, contractors or employees.
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.
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Folio Number: 57199040005 Annecy Marco LLC
57199000003 Annecy Marco LLC
57198920003 Barfield Hawaii LLC
57198960005 201 Barfield LLC
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.
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
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Folio Number: 57199040005 Annecy Marco LLC
57199000003 Annecy Marco LLC
57198920003 Barfield Hawaii LLC
57198960005 201 Barfield LLC
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 to Seller's knowledge 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 that to Seller's
knowledge the Property has not been used for the production, handling, storage,
transportation, manufacture or disposal of hazardous or toxic substances or
wastes, as such terms are defined in applicable laws and regulations, or any
other activity that would have toxic results, and no such hazardous or toxic
substances are currently used in connection with the operation of the Property,
and there is no proceeding or inquiry by any authority with respect thereto. Seller
represents that to Seller's knowledge 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 that to Seller's
knowledge no storage tanks for gasoline or any other substances are or were
located on the Property at any time during or prior to Seller's ownership thereof.
Seller represents that to Seller's knowledge 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 To Seller's knowledge there are no unrecorded restrictions, easements
or rights of way (other than existing zoning regulations) that restrict or affect the
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Folio Number: 57199040005 Annecy Marco LLC
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57198920003 Barfield Hawaii LLC
57198960005 201 Barfield LLC
use of the Property, and there are no maintenance, construction, advertising,
management, leasing, employment, service or other contracts affecting the
Property, except for a License Agreement dated May 23, 2022 granting Audubon
of Western Everglades a revocable temporary, non-exclusive license to install,
maintain, repair and remove fencing for the protection of gopher tortoises on the
Property attached hereto as Exhibit "B" and made a part hereof by reference.
License Agreement shall be assigned by Seller to Buyer at closing.
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 to Seller's knowledge 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 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
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Folio Number: 57199040005 Annecy Marco LLC
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57198920003 Barfield Hawaii LLC
57198960005 201 Barfield LLC
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
With a copy to: Attn: Sonja Stephenson
Collier County Real Property Management
3335 Tamiami Trail East, Suite 102
Naples, Florida 34112
Telephone number: 239-252-8073
Fax number: 239-252-8876
If to Seller: David Leve
PO Box 1810
Tampa, FL 33601
Telephone number: 585-260-8893
With a copy to: Stefan Bolson
4500 3rd Ave. Sw
Naples, FL 34119
Telephone number: 239-285-1332
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Folio Number. 57199040005 Annecy Marco LLC
57199000003 Annecy Marco LLC
57198920003 Barfield Hawaii LLC
57198960005 201 Barfield LLC
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. A separate agreement provides that commission in the amount
of five percent (5%) of the Purchase Price shall be paid at Closing from the Seller's
proceeds and shown on the Closing Statement. Accordingly, the parties agree that
Amerivest Realty (Stefan Bolsen, Keith Abed) is the only broker with respect this
Agreement pursuant to a separate agreement between Seller and such broker. 5%
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,
personal representatives, successors, successor trustee, and assignees whenever
the context so requires or admits. Notwithstanding anything to the contrary,
Purchaser may not assign this Agreement.
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.
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Folio Number: 57199040005 Annecy Marco LLC
57199000003 Annecy Marco LLC
57198920003 Barfield Hawaii LLC
57198960005 201 Barfield LLC
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.
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.
SIGNATURE PAGES TO FOLLOW
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[23-RPR-03644/1810141/1] 11
Conservation Collier 1 1 A
Folio Number: 57199040005 Annecy Marco LLC
57199000003 Annecy Marco LLC
57198920003 Barfield Hawaii LLC
57198960005 201 Barfield LLC
IN WITNESS WHEREOF, the parties hereto have signed below.
Dated Project/Acquisition Approved by BCC:IU Pi T ��1,�� , rkyn l i,
AS TO PURCHASER:
ATTEST:
CRYSTA K... tN Clerk of the BOARD OF COUNTY COMMISSIONERS
Circuit Court and C3orrnproller COLLIER COUNTY, FLORIDA
•
•
/,did l B
•
Attesta`�l cfiaivrna .: We! - �, erk RICK LOCASTRO, Chairman
signatll a 6thlOtt "
CAO
[23-RPR-03644/1810141/1] 12
1 1 A
Conservation Collier
Folio Number: 57199040005 Annecy Marco LLC
57199000003 Annecy Marco LLC
57198920003 Barfield Hawaii LLC
57198960005 201 Barfield LLC
AS TO SELLER:
DATED:
ANNECY MARCO, LLC, a Florida
limited liability company
WITNESSES:
By:,, ,
(Sfnature) SELLER
( dame: Brian F. Prince
$hozfiro Pr/ix '-67 Title: Authorized Sig atory
(Print Witness Name)
(Signature)
G.S U11,�1 I sIi , (Vt �.
(Print Witness Name)
BARFIELD HAWAII, LLC, a Delaware limited
liability company
WITNESSES:
(S(gature) SELLER
T -h- { N me. Brian F. Prince
JCS � 7 t 1 )��� Tit e: Authorized Signatory
(Print Witness Name)
(Signature)
( rint1/< 1wi
ess Name)
CAO
[23-RPR-03644/1810141/1] 13
i1A
Conservation Collier
Folio Number: 57199040005 Annecy Marco LLC
57199000003 Annecy Marco LLC
57198920003 Barfield Hawaii LLC
57198960005 201 Barfield LLC
201 BARFIELD, LLC, a Delaware limited liability
company
WITNESSES:
By:
(Sig ure) SELLER
A t� e Brian F. Prince
( 1\Ir2re T le Authorized Signatory
(Print Witness Name)
(Signal re) 1)'-\:\j
uur� /sh ; niinL-
(PrintMct Witness Name)
Approv d a to form and legality:
A. Ash r, Assistant County Attorney
alX-17
o`Z CAO.
[23-RPR-03644/1810141/1] 14
Conservation Collier
Folio Number: 57199040005 Annecy Marco LLC
57199000003 Annecy Marco LLC
57198920003 Barfield Hawaii LLC
57198960005 201 Barfield LLC
EXHIBIT "A"
FOLIO NUMBER(S): 57199040005 and 57199000003 ANNECY MARCO LLC:
LOTS 21 AND 22, BLOCK 146, MARCO BEACH UNIT FIVE,
ACCORDING TO THE PLAT THEREOF, RECORDED IN PLAT
BOOK 6, PAGES 39 THROUGH 46, OF THE PUBLIC RECORDS
OF COLLIER COUNTY, FL.
FOLIO NUMBER(S): 57198920003 BARFIELD HAWAII LLC:
LOT 19, BLOCK 146, MARCO BEACH UNIT FIVE, A
SUBDIVISION ACCORDING TO THE PLAT THEREOF,
RECORDED IN PLAT BOOK 6, PAGES 39 THROUGH 46, OF
THE PUBLIC RECORDS OF COLLIER COUNTY, FL.
FOLIO NUMBER(S): 57198960005 201 BARFIELD LLC:
LOT 20, BLOCK 146, MARCO BEACH UNIT FIVE, A
SUBDIVISION ACCORDING TO THE PLAT THEREOF,
RECORDED IN PLAT BOOK 6, PAGES 39 THROUGH 46, OF
THE PUBLIC RECORDS OF COLLIER COUNTY, FL.
CAO
[23-RPR-03644/1810141/1] 15
1 1 A
RESOLUTION BY THE MANAGER OF ANNECY,LLC, 201
BARFIELD,LLC, AND BARFIELD HAWAII, LLC
This Resolution, dated August 30, 2023, is hereby adopted by BFPMM, LLC, a Delaware
limited liability company (the "Manager"), the Manager of ANNECY, LLC, a Florida limited
liability company, 201 BARFIELD, LLC, a Delaware limited liability company, and
BARFIELD HAWAII, LLC, a Delaware limited liability company (collectively, the
"Companies"):
WHEREAS, the Manager has determined that it is in the best interest of the Companies
to sell the Companies' real property known as 201-221 Barfield Drive, Marco Island, Collier
County, Florida (collectively, the "Property"), pursuant to the terms and conditions of that
certain Agreement for Sale and Purchase between the Companies and Collier County (the
"PSA");
NOW THEREFORE, BE IT RESOLVED, that the Manager hereby authorizes
the sale of the Property by the Companies, and authorizes Brian F. Prince, the sole
and managing member of BFPMM, LLC, to execute the PSA and all documents
necessary to complete the transaction contemplated by the PSA on behalf of the
Companies;
FURTHER RESOLVED, that Brian F. Prince is hereby authorized and directed
on behalf of the Companies to take any and all actions and execute any and all
other documents necessary to effectuate this Resolution;
IN WITNESS WHEREOF, this Resolution has been executed by the undersigned
Manager of the Companies.
Manager:
BFPMM, C t
By:
Bran F. Prince, its Sole and Managing
Member