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Purchase Agreement Project: Elk's Lodge Purchase/Future Property Appraiser's Office Folio No.: 61680000003 AGREEMENT FOR SALE AND PURCHASE THIS AGREEMENT is made and entered into thi~ay of ~, 2009 by and between NAPLES LODGE NO. 2010 BENEVOLENT AND PROTECnv ORDER OF ELKS OF THE UNITED STATES OF AMERICA, INC., a Florida not for profit corporation (hereinafter referred to as "Seller"), and COLLIER COUNTY, a Political Subdivision of the State of Florida (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 as follows: Tract "A", Naples Elks Lodge #2010, according to the plat thereof as recorded in Plat Book 36, Pages 66 and 67 of the Public Records of Collier County, Florida. 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 concretions hereinafter set forth, Seller shall sell to Purchaser and Purchaser shall purchase from Seller the Property, as herein above described, together with all rights, privileges, tenements, hereditaments, and appurtenances pertaining to the land and all buildings, structures and other improvements now and hereafter situated upon the land, and all appurtenant easements, including but not limited to, Seller's rights in that certain Reciprocal Cross Parking Easement dated August 2, 1999 and recorded August 4, 1999 at O.R Book 2578, Page 1260, Public Records of Collier County, Florida but excluding trade fixtures including but not limited to ovens, freezers, coolers, sinks and exhaust fans used in connection with the catering and function hall operations. II. PAYMENT OF PURCHASE PRICE 2.01 The purchase price (the "Purchase Price") for the Property shall be Three Million, Five Hundred Thousand and no/1oo Dollars ($3,500,000.00) (U.S. Currency) payable at time of closing. 2.02. At Closing, Purchaser shall deposit a portion of the Purchase Price, in the amount of Two Hundred Fifty Thousand and no/100 dollars ($250,000.00), in a segregated or dedicated interest bearing escrow account to be maintained and held by Stewart Title Guaranty Company, formerly known as Midwest Title Company, to be disbursed pursuant to Paragraph 14.01 hereof. III. CLOSING 3.01 The Closing (THE "CLOSING DATE", "DATE OF CLOSING", OR "CLOSING") of the transaction shall be held on or before sixty (60) days following execution of this Agreement by the Purchaser, which date shall be no later than June 26, 2009, unless extended by mutual written agreement of the parties hereto, or in accordance with subparagraph 15.03 hereof. The Closing shall be held at the Collier County Attorney's Office, Administration Building, 3301 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 Florida 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 Grantor's Non-Foreign, Taxpayer Identification & "GAp. Affidavit as raquired by ~1445 of the Internal Revenue Code and as required by the title insurance underwriter in order to insure the "gap" and issue the policy contemplated by the title insurance commitment. 3.0114 W-9 Forms, "Request for Taxpayer Identification and Certification" as required by the Internal Revenue Service. 3.0115 A Closing Representative Statement. 3.0116 Such evidence of authority and capacity of Seller and its representatives to execute, acknowledge and deliver this Agreement, and all other documents as may be required to consummate the transaction contemplated hereby, as Purchaser's counsel and/or Purchaser's title company may reasonably determine. 3.012 At the Closing, the Purchaser shall cause to be delivered to the Seller the following: 3.0121 A wire transfer or 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 title commitment and the Title Company is irrevocably committed to issue the Owner's title policy to Purchaser in accordance with the title 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, adjustment for sums to be paid under paragraph 2.02 hereof, and any other adjustments as set forth herein. 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, if any, 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 upon 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 AL T A Commitment for an OWner's TItle Insurance Policy (AL T A Form B-1970) covering the Property, together with hard copies of all exceptions shown thereon. Purchaser shall have fifteen (15) days thereafter 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 fifteen (15) days to remedy any defects in order to convey good and marketable title, 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 fifteen (15) day period, may accept title as it then is, waiving any objection; or Purchaser may terminate the Agreement. 4.013 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 the plat of the Property. Seller agrees to furnish any existing surveys of the Property, if any, to Purchaser within ten (10) days of execution of this Agreement. V. APPRAISAL PERIOD 5.01 Purchaser shall have thirty (30) days from the date of this Agreement (Appraisal Period), to obtain the required appraisals in order to determine the value of the Property pursuant to the requirements of Florida Statutes, ~125.355. 5.02 If Purchaser is not satisfied, for any reason whatsoever, with the results of the independent appraisals, Purchaser shall deliver to the Seller within thirty (30) days from the expiration of the Appraisal 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 specific Objections as provided herein. it shall be deemed that the Purchaser is satisfied with the results of its investigation and the contingencies of this Article V shall be deemed waived 5.03 Seller acknowledges that if the agreed Purchase Price stated in Paragraph 2.01 exceeds the average of two (2) independent appraisals, the Purchaser is required to approve the purchase by an extraordinary vote (4-1) at a duly noticed public meeting. If such vote is not obtained, then this Agreement shall terminate and the parties shall bear their own costs. VI. INSPECTION PERIOD 6.01 Except as provided in paragraph XV hereof, Purchaser shall have sixty (60) days from the date of this Agreement, ("Inspection Period"), to determine through appropriate investigation that: 6.011 There are no abnormal drainage or environmental requirements to the development of the Property. 6.012 The Property is in compliance with all applicable Local, State and Federal environmental laws and regulations, and the Property is free from any pollution or contamination. 6.013 All structures and improvements on the property are sound, and all systems, fixtures and appliances are in good and safe operating condition. 6.014 The intended governmental use of the Property will be permissible under existing zoning and planning regulations, and the Property can be utilized for its intended purpose. 6.02 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. Unless extended in accordance with subparagraph 15.03 hereof, if Purchaser fails to notify the Seller in writing of its 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 VI shall be deemed waived. In the event Purchaser elects to terminate this Agreement because of the results of its inspection and investigations, Purchaser shall deliver to Seller copies of all engineering reports, structural and systems inspection reports, and environmental and soil testing results commissioned by Purchaser with respect to the Property. 6.03 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 and inspections. Purchaser shall, in performing such tests, investigation and inspections, use due care not to damage the property in any manner. Seller shall be notified by Purchaser no less than twenty-four (24) hours prior to any said inspection of the Property. 6.04 Purchaser shall provide Seller, within thirty (30) days following structural and systems inspection, a report of deficiencies to be corrected utilizing those funds escrowed in accordance with Paragraph 2.02 hereof. VII. POSSESSION 7.01 Purchaser shall be entitled to full possession of the Property at Closing. 7.02 Purchaser shall permit Seller to enter upon the Property, upon reasonable notice, for a period not to exceed fourteen (14) days following closing in order to remove Seller's personalty and restore the Property to broom clean condition. Seller agrees to bear all risks and cost occasioned by said entry period, and agrees to indemnify, reimburse, defend and hold Purchaser harmless from any and all damages and costs asserted against, imposed on or incurred by Purchaser in connection with Seller's entry upon the Property during this period. VIII. PRORATIONS 8.01 Ad valorem taxes next due and payable, after closing on the Property, if any, shall be prorated at Closing based upon the gross amount of 2009 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 If Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated hereby or otherwise fails to perform any of the terms, covenants and conditions of this Agreement as required on the part of Purchaser to be performed, provided Seller is not in default, then as Seller'S sole remedy, Seller shall have the right to terminate and cancel this Agreement by giving written notice thereof to Purchaser, and neither party shall have any further liability or obligation to the other except as set forth in paragraph 12.01 (Real Estate Brokers) hereof. 9.03 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 govemmental 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 To the best of Seller's knowledge: 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 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, 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 it has no knowledge that there is ground water contamination on the Property or potential of ground water contamination from neighboring properties. To the best of Seller's knowledge, 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. To the best of Seller's knowledge, 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 conceming the Property are in violation of any applicable Federal, State or local statute, law or regulation, or of any notice from any govemmental 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 the best of Seller's knowledge, 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. 10.0110 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. 10.0111 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. 10.0112 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 for a period of three years. 10.0113 Seller represents, warrants and agrees to indemnify, reimburse, defend and hold Purchaser harmless from any and all costs (including attomey'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. ~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. 10.0114 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. XI. NOTICES 11.01 Any notice, request, demand, instruction or other communication to be given to either party hereunder shall be in writing, sent by registered or certified mail, or overnight delivery service, return receipt requested, postage and fees prepaid, addressed as follows: If to Purchaser: With a copy to: If to Seller: With a copy to: Marlene J. McLaughlin Collier County Real Property Management Building .W 3301 Tamiami Trail East Naples, Florida 34112 Telephone: 239.252.8922 Heidi F. Ashton-Cicko, Esq. Assistant County Attorney Office of the County Attorney Administration Building 3301 Tamiami Trail East Naples, Florida 34112 Telephone: 239.252.8400 Naples Lodge No. 2010 Benevolent and Protective Order of Elks of the United States of America, Inc. 3950 Radio Road Naples, Florida 34104 James F. Morey James F. Morey, PA 2375 Tamiami Trail North, Suite 210 Florida 34103 Telephone: 239.643.1429 11.02 The addressees and addresses 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. For purposes of notice requirements herein, notice shall be deemed given upon receipt. 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 number 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. 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. 13.11 This Agreement will be effective as of the date of Purchaser's execution of this Agreement. XIV. ESCROW FOR CORRECTION OF STRUCTURAL DEFICIENCIES 14.01 Funds held in escrow pursuant to Paragraph 2.02 hereof, together with accrued interest, shall be used to correct any and all structural deficiencies c1etermined during Purchaser's inspection period. As expenses are incurred for the correction of such deficiencies, payments to the Purchaser shall be made from the funds so held. At such time that Purchaser has corrected all such deficiencies, any remaining funds held, together with accrued interest, shall be paid over to the Seller. 14.02 Following disbursement pursuant to Paragraphs 2.02 or 14.01 hereof, Seller and Purchaser shall have no further obligation to one another resulting from the provisions of this Section XIV. 14.03 The terms and provisions of this Section XIV constitute agreed upon instructions to the escrow agent for disbursement of the escrowed funds and shall survive closing. XV. PHASE II ENVIRONMENTAL SITE ASSESSMENT 15.01 Seller acknowledges that Purchaser has been advised to conduct a Phase II Environmental Site Assessment of the Property, and that this Assessment may require an extended inspection period. 15.02 Purchaser shall have an additional thirty (30) days beyond the inspection period set forth in Paragraph VI hereof in order to properly complete and evaluate the Phase II Environmental Site Assessment. Seller and Purchaser agree that in the event this additional inspection period is insufficient, Seller may, upon proper notice, further extend this time frame. 15.03 Seller and Purchaser agree that the notice periods specified in subparagraph 6.02, and the date of closing specified in subparagraph 3.01, shall be extended to the same degree as any extension to the inspection period in accordance with subparagraph 15.02 hereof. 15.04 As a result of the Phase II Environmental Site Assessment, should it be determined that remediation of soil and/or groundwater contamination is necessary or required, Seller shall pay, either directly or by reimbursement to Purchaser, for any and all costs associated with such remediation, including periodic monitoring. This provision and the rights of Purchaser hereunder shall survive Closing and are not deemed satisfied by conveyance of title. XVI. ENTIRE AGREEMENT 16.01 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. IN WITNESS WHEREOF, the parties hereto set forth their hands and seals as of the date first above written. ~~~:~o~;~ AS TO PURCHASER: DATED: ~~~ ATTEST: DW,GHT E, BROCK, Clerk " " . BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA "I. n",.., " " '\'D." l. '-' "i"() I' ;..,-." ..... ........ lW- A -'::I' "':'~ /f} Yi / - O.L_ BY: " ~. ~ Donn Fiala, Chairman ~ AS TO SELLER: DATED~<I ~7 . I v I( K . Witness /" J 1 ,</I//M...... C~,-r.ff- vR~~K ~ ~U,v^,,4 r<~ ~~~~ . 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