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Backup Documents 07/08/2014 Item #11D ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 1 10 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. Jennifer Belpedio County Attorney Office JAB 7/10/14 2. BCC Office Board of County T ,\--, Commissioners 'v∎r�` -.. 11 OA, 3. Minutes and Records Clerk of Court's Office 11M) 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 Jennifer Belpe io Phone Number 239-252-4 9 Contact/ Department Agenda Date Item was 07/08/14 Agenda Item Number 11.D Approved by the BCC Type of Document Purchase Agreement Number of Original 1 Attached Documents Attached PO number or account V 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? JAB 2. Does the document need to be sent to another agency for additional signatures? If yes, JAB 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 JAB signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's JAB 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 JAB document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's JAB signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip JAB 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 07/08/14 and all changes made during JAB the meeting have been incorporated in the attached document. The County Attorney's Office has reviewed the changes,if applicable. 9. Initials of attorney verifying that the attached document is the version approved by the AB BCC,all changes directed by the BCC have been made,and the document is ready for th Q� ' Chairman's signature. 1:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12 110 Project:Supervisor of Election Building Folio: 00280200002 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT is made and entered into on this Q day of g , 2014, by and between KIROPA ISLAND, LLC, a South Dakota limiteZt'liabilit company, whose mailing address is 3408 S. Sycamore Avenue, Sioux Falls, SD 57110 (hereinafter referred to as "Seller"), and COLLIER COUNTY, a political subdivision of the State of Florida, whose mailing address is 3299 Tamiami Trail East, Naples, Florida 34112 (hereinafter referred to as "Purchaser"). WHEREAS, Seller owns certain improved property located at 3750 Enterprise Avenue, Naples, Florida, 34104 and more particularly described as follows: The East 180 feet of the North 1/2 of the West 1/2 of the Northwest 1/4 of the Northeast 1/4 of the Southwest '/4 of Section 36, Township 49 South, Range 25 East. And The East 180 feet of the North 115 feet of the South '/2 of the West '/2 of the Northwest 1/4 of the Northeast 1/4 of the Southwest 1/4 of Section 36, Township 49 South, Range 25 East, all in Collier County, Florida. which is incorporated herein by reference, together with all buildings, structures and improvements, and attached fixtures (hereinafter referred to as "Property"), free from liens; WHEREAS, Seller has agreed to sell and Purchaser has agreed to buy the Property subject to the terms and conditions that follow. NOW THEREFORE, in consideration of these premises, the sum of Ten Dollars ($10.00), and other good and valuable consideration, the receipt and sufficiency of which is hereby mutually acknowledged, it is agreed by and between the parties as follows: 1. AGREEMENT 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. 110 2. PURCHASE PRICE The purchase price (the "Purchase Price") for the Property shall be Three Million Three Hundred Thirty Seven Thousand Five Hundred Dollars and no/100 dollars ($3,337,500.00), (U.S. Currency), payable at time of closing. This Purchase Agreement is subject to appropriation by the Board of County Commissioners. 3. CLOSING A. The Closing ("Closing") of the transaction shall be held on or before forty five (45) days following the Inspection Period, unless extended by mutual written agreement of the parties hereto. In no event shall the Closing occur on or before October 15, 2014. The Inspection Period shall commence upon the Effective Date. The Manager of the Real Property Management Section or designee is authorized to enter such mutual written agreements on behalf of the Purchaser for one extension of up to an additional sixty (60) days without further approval by the Board of County Commissioners. The Closing shall be held at the Collier County Attorney's Office, Administration Building, 3299 Tamiami Trail East, Suite 800, Naples, Florida. Purchaser shall be entitled to possession as of Closing, unless otherwise provided herein. Seller shall deliver the Property in broom-clean and working condition, and free of all debris upon vacating the premises. B. 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 or before 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: 1. 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. 2. Combined Purchaser-Seller closing statement. 3. A "Grantor's Non-Foreign, Taxpayer Identification & "Gap" Affidavit" as required by Section 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. 4. A W-9 Form, "Request for Taxpayer Identification and Certification" as required by the Internal Revenue Service. Agreement for Purchase(For Improved Property) Page No. 2 11L 5. Such evidence of authority and capacity of Seller and its representatives to execute and deliver this Agreement and all other documents required to consummate this transaction, as reasonably determined by Purchaser's counsel and/or title company. C. At the Closing, the Purchaser, or its assignee, shall cause to be delivered to the Seller the following: 1. A negotiable instrument in an amount equal to Net Cash to Seller on the Closing Statement. 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 "Requirements and Conditions" below, 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. 2. Funds payable to the Seller representing the Purchase Price shall be subject to adjustments and prorations as hereinafter set forth. D. Seller, at its sole cost and expense, shall pay at Closing all documentary stamp taxes due upon 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 7, "Requirements and Conditions" below, shall be paid by Purchaser. The cost of the title commitment shall also be paid by Purchaser. E. 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. 4. APPRAISAL PERIOD A. Purchaser shall have sixty (60) days from the date of this Agreement (Appraisal Period), to obtain the required appraisal(s) in order to determine the value of the Property pursuant to the requirements of Section 125.355, Florida Statutes. B. If Purchaser is not satisfied, for any reason whatsoever, with the results of the independent appraisal(s), Purchaser shall deliver to the Seller within fifteen (15) 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 Section 7shall be deemed waived. In the event Purchaser Agreement for Purchase(For Improved Property) Page No. 3 C.) elects to terminate this Agreement copies of the appraisal reports shall be furnished 110 to the Seller. C. Seller acknowledges that if the agreed Purchase Price stated in Section 2 exceeds the average of two (2) independent appraisals, the Purchaser is required to approve the purchase by an extraordinary vote. If such vote is not obtained, then this Agreement shall terminate and the parties shall bear their own costs. 5 PROPERTY CONDITION DISCLOSURES A. General. Seller represents that Seller knows of no facts or conditions materially affecting the value of the Property, except those which are readily observable by Purchaser, or which have not been disclosed to Purchaser by Seller in writing and furnished to Purchaser prior to the Effective Date of this Agreement. B. Radon Gas. Florida law requires the following disclosure: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county health department. Seller has no knowledge of the existence of radon on the Property or any radon mitigation having been performed on the Property. C. Mold. Molds are commonly found both indoors and outdoors. Interior infestation by certain molds may cause property damage and health problems for some persons. Seller has no knowledge of any mold remediation having been performed on the Property. D. Warranty. Except as to any facts or conditions disclosed to Purchaser as required under Section 5.A. above, Seller warrants that to the best of Seller's knowledge, all equipment; sprinkler, well, septic, heating, cooling, electrical and plumbing and security systems; major mechanical components; roof (including fascia and soffits); ceiling; structural walls; foundation; and related electrical and mechanical components, if any (collectively "Systems and Equipment") are in Working Condition. "Working Condition" shall mean operating in a manner in which the Systems and Equipment were designed to operate. The roof, ceiling, interior and exterior walls, foundation, if any, shall be considered in Working Condition if structurally sound and watertight. Seller shall not be required to repair or replace any Cosmetic Condition. "Cosmetic Condition" shall mean an aesthetic imperfection which does not affect the Working Condition of the item, including corrosion; tears; worn spots; discoloration of floor covering or wallpaper or window treatments; missing or torn screens; nail holes; scratches; dents; chips; caulking; minor cracks in windows, driveways, sidewalks, and cracked roof tiles, curling or worn shingles and limited roof life, so long as there is no evidence of structural damage or leakage. Agreement for Purchase(For Improved Property) Page No.4 0 6. INSPECTIONS 1 10 A. Inspection Period. Purchaser shall have seventy (75) days from the Effective Date (Inspection Period) to have the Property and improvements thereon inspected at Purchaser's expense as follows: (a) Systems and Equipment, by an appropriately Florida licensed inspection company or licensed contractor, and/or (b) radon gas, by a Florida certified radon measurement technician or specialist, and/or (c) termites or other wood-destroying organisms, by a certified pest control operator, (d) Environmental Assessment, by an appropriately Florida licensed environmental consultant (collectively the "Inspection Items"). On the 74th day of Inspection Period, Purchaser can terminate the Agreement for convenience. Upon reasonable notice, Seller shall provide access and utilities service to the Property to facilitate inspections. B. Election and Response. If any inspection conducted during the Inspection Period reveals: (1) that any Systems and Equipment are not in Working Condition, and/or (2) the presence of radon gas or other contaminates at a level in excess of EPA action levels, and/or (3) the existence of active infestation by termites or other wood-destroying organisms and/or visible damage caused by active or past infestation (collectively the "Defective Inspection Items"), Purchaser shall, within 15 days after expiration of the Inspection Period: (a) notify Seller of any Defective Inspection Items, and (b) furnish to Seller a copy of the inspection report(s) documenting the Defective Inspection Items, and (c) notify Seller of Purchaser's election either to: (i) receive a credit from Seller at closing in lieu of any repairs, replacements, treatment, mitigation or other remedial action necessary to bring the Defective Inspection Items into compliance with the relevant standards set forth above (the "Remedial Action"), or (ii) have Seller take Remedial Action at Seller's expense prior to closing. If Purchaser elects to receive a credit, the amount of the credit shall be equivalent to the estimated costs of any Remedial Action and shall be determined not later than the earlier of Seller's Response Deadline, or 10 days prior to the Closing. If Purchaser elects (i), Seller shall not be required to take any Remedial Action. If Purchaser makes no election, Purchaser shall be deemed to have elected to receive a credit at Closing. C. Not later than 15 days from receipt of the written notice and inspection report(s) from Purchaser ("Seller's Response Deadline"), Seller shall notify Purchaser whether Seller will give Purchaser credit equal to the cost of repairs, take remedial action, or take no action with regard to the Defective Inspection Item. Purchaser may terminate this Agreement within 10 days of Seller's Response Deadline if Seller's election is not acceptable. If Purchaser does not elect to so terminate this Agreement, Purchaser is deemed to have accepted the Property in the condition it existed on the Effective Date, except that Purchaser retains the rights set forth in Section 5.G. (Walk Through Inspection) below. If Seller fails to respond by the Seller's Response deadline, Seller shall be deemed to have accepted Purchaser's election and Purchaser may receive credit at Closing as set forth above. D. If Purchaser does not have the Inspection Items inspected, or fails to do so within the Inspection Period, or fails to timely report any Defective Inspection Items Agreement for Purchase(For Improved Property) Page No.5 110 to Seller, Purchaser shall be deemed to have accepted the Property in the condition it existed on the Effective Date, except that Purchaser retains the rights set forth in Section 6.G. (Walk Through Inspection) below. E. Remedial Action shall be deemed to have been properly performed if (1) the Systems and Equipment are placed in Working condition (as defined above), (2) radon gas within the residence on the Property is reduced to below EPA action levels, and (3) any active infestation of termites or other wood-destroying organisms is exterminated or treated, and all visible damage caused by active or past infestation is repaired or replaced. Seller shall make a diligent effort to perform and complete all Remedial Action prior to the Closing Date, failing which a sum equivalent to 150% of the estimated costs of completing the Remedial Action shall be paid by Seller into escrow at Closing pending completion. F. No cost to repair or replace any Systems and Equipment shall exceed the fair market value of that item if it were in Working Condition. If the costs do exceed fair market value, than either Seller or Purchaser may elect to pay such excess, failing which, either party may terminate this Agreement upon written notice. G. Walk-Through Inspection. Purchaser (or a designated representative) may conduct a walk-through inspection of the Property prior to Closing and prior to possession, to confirm: (1) completion of any Remedial Action agreed to by Seller in Section 6.B "Election and Response" above, (2) that the personal property items which are being conveyed as part of this Agreement remain on the Property, (3) that the personal property items which are not being conveyed as part of this Agreement have been removed from the Property, and (4) that Seller has maintained the Property as required in Sections 3 and 7. Upon reasonable notice, Seller shall provide access and utilities service to the Property to facilitate the walk- through inspection. 7. RISK OF LOSS Seller shall maintain the Property (including without limitation the lawn, shrubbery, and landscaping) in the condition existing on the Effective Date until Closing or date of Purchaser's possession, whichever is later, except for ordinary wear and tear and any Remedial Action agreed to by Seller under Section 6B above. Any future loss and/or damage to the Property between the Effective Date and the Closing or date of Purchaser's possession, whichever is earlier, shall be at Seller's sole risk and expense. 8. REQUIREMENTS AND CONDITIONS FOR CLOSING Upon execution of this Agreement by both parties or at such other time as specified within this Section, 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: A. 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 fifteen (15) days, following receipt of the title Agreement for Purchase(For Improved Property) Page No.6 110 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. B. 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 may terminate the Agreement. C. Seller agrees to furnish any existing surveys of the Property in Seller's possession to Purchaser within 10 (ten) 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, 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. Purchaser shall have sixty (60) days from the Effective Date of this Agreement to notify Seller in writing 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 sixty (60) days, 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. 9. TERMINATION AND REMEDIES A. If Seller shall have failed to perform any of the covenants and promises contained herein, which are to be performed by Seller, within fifteen (15) 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 Agreement for Purchase(For Improved Property) Page No.7 11D a contract vendee, including the right to seek specific performance of this Agreement. B. If the 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 Seller shall have the right to terminate and cancel this Agreement by giving written notice thereof to Purchaser. C. 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. 10. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES Seller intends for Purchaser to rely on the representations contained in this Section in entering into this Agreement and warrants the following: A. Seller has 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. B. 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. C. The warranties set forth in this Article are true on the Effective 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. D. 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. E. No party or person other than Purchaser has any right or option to acquire the Property or any portion thereof. Agreement for Purchase(For Improved Property) Page No.8 110 F. Until the date fixed for Closing or as 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. G. Seller represents that they have no knowledge that any pollutants are or have been discharged from the Property, directly or indirectly into any body of water. Seller represents that they have no knowledge that the Property has 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 knowledge that 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 no knowledge that there is ground water contamination on the Property or potential of ground water contamination from neighboring properties. Seller represents that they have no knowledge of storage tanks for gasoline, other than the gasoline tank attached to the generator, or any other hazardous substances located on the Property at any time during Seller's ownership thereof. Seller represents that to the best of its knowledge, the Property has not been used as a sanitary landfill. H. Seller has no knowledge that the Property, and/or that 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. I. 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. J. Seller has no knowledge that there are any suits, actions or arbitration, bond issuances or proposals therefore, 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. Agreement for Purchase(For Improved Property) Page No.9 CO;), 1113 K. 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. L. Seller represents and warrants that the operations or activities of Seller on the property have been in compliance 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. 11. NOTICES 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 registered or certified mail, return receipt requested, postage prepaid or personal delivery addressed as follows: If to Purchaser: Collier County Real Property Management 3335 Tamiami Trail East, Suite 101 Naples, Florida 34112 Telephone (239) 252-8922 Fax (239) 252-8876 With a copy to: Office of the County Attorney 3299 Tamiami Trail East, Suite 800 Naples, Florida 34112 Telephone (239) 252-8400 Fax (239) 252-0225 If to Seller: Kiropa Island LLC 3408 S. Sycamore Avenue Sioux Falls, SD 57110 Agreement for Purchase(For Improved Property) Page No. 10 (.1) 11U The addressees, addresses 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 addressees, addresses and numbers 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. Notice shall be deemed given in compliance with this Article upon receipt of automated fax confirmation or upon on the fifth day after the certified or registered mail has been postmarked, or receipt of personal delivery. 12. REAL ESTATE BROKERS Purchaser and Seller acknowledge and agree that Premier Commercial, Inc and Investment Properties Corporation of Naples (IPC) are the only real estate brokers connected with this Agreement. Thebrokerage commissions or fees payable to the aforementioned brokers shall be the sole responsibility of the Seller and shall be paid at Closing. 13. MISCELLANEOUS A. This Agreement may be executed in any manner of counterparts which together shall constitute the agreement of the parties. B. This Agreement and the terms and provisions hereof shall be effective as of the Effective Date 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. C. 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. D. 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. E. 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. F. 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. G. 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 Agreement for Purchase(For Improved Property) Page No. 11 next succeeding business day. 1 1 u H. 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. I. 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 s. 286.23, Fla. Stat., 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.) J. This Agreement is governed and construed in accordance with the laws of the State of Florida. K. The Effective Date of this Agreement will be the date of execution of this Agreement by the last signing party. L. This Agreement and is the entire agreement between the parties, and there are no promises, representations, warranties or covenants by or between the parties not included in this Agreement. M. TIME IS OF THE ESSENCE to this Agreement. IN WITNESS WHEREOF, the parties hereto set forth their hands seals. AS TO PURCHASER: �iA t DATED: BOARD OF COUNTY COMMISSIONERS DWIGHT E. CROCK, Clerk COLLIER COUNTY, FLORIDA --)Actitu„, . ' et iois Tom Henning, Ch. ,an • ignattim only Approved as"to form and legality: Jenn er A. Belp Assistant County Attorney pK Agreement for Purchase(For Improved Property) Page No. 12 (bill 10 AS TO SELLER: DATED: 7 " WITNESSES: N > >< < ; �;,-L KIROPA ISLAND, LLC, a South Dakota (Signature) limited liability company er„ 1c� \o � (Printed Name) ittAl By: .._. Paul H. Cho rley, Manager (Signature) Y 9 (Printed Name) Agreement for Purchase(For Improved Property) Page No. 13 110 • 'CI (--) v) n x z > 3 r- 0 = 0 CD > 0-) m m m ea\ n r I -I 7., r— t-4 (t) m Z -,:,..1 MI rn -.<0 I "Cil' rn 0 0 co X/ m C, v) m 0 a 5 _n 9 ,?,,, , 3 > z 0 c . RI "rc,I 7.) Ill 771 Z 1.0 rn rn (j.)7J m -3 ^- "a ...4 m (f) -I r-. s.,---- z ' ft) M " C) ° r? 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