Agenda 05/26/2009 Item #10I
Agenda Item No. 101
May 26,2009
Page 1 of 11
EXECUTIVE SUMMARY
Recommendation to approve an Agreement for Sale and Purchase with the
Naples Lodge 2010 Benevolent and Protective Order of the Elk's of the
USA, Inc., for the purchase of the Elk's Lodge property.
OBJECTIVE: Request approval and execution of the attached Agreement for Sale and
Purchase (Agreement) between the Board of County Commissioners (Board) and the
Naples Lodge 2010 Benevolent and Protective Order of the Elk's of the USA, Inc.
(Seller).
CONSIDERATIONS: At the Board of County Commissioners meeting of March 10,
2009, Item 10B, the Board approved the financing and expenditure of funds for the
purchase and renovation of the Elk's Lodge property at a cost not to exceed $4,618,891.
The purchase price and associated due diligence costs for the property are $3,549,000,
and renovations for the conversion of the building from banquet and assembly use to
office space are $1,069,891. Pursuant to Board direction, and based upon the Letter of
Intent previously provided to Seller, staff negotiated the attached Purchase and Sale
Agreement for the completion of the transaction.
.-
Real Property Management's staff appraiser obtained two independent appraisals of the
property. One independent appraisal valued the property at $4,150,000 and the other
independent appraisal valued the property at $4,780,000. The Seller has agreed to sell
the Property for $3,500,000 cash at closing. Incorporated into the Agreement is a
provision for $250,000 to be held in escrow to correct any structural issues that the
County would be made aware of during the inspection period.
Environmental inspections have been performed and the results are favorable, with the
exception of elevated levels of arsenic in the ground water, which is not uncommon in
Collier County.
FISCAL IMPACT: Funds in the amount of $4,618,891 have been transferred from Solid
Waste Fund (471) to the General Governmental Facilities Impact Fee Fund (390) for the
purchase and improvement of the Elk's Lodge property.
GROWTH MANAGEMENT: There is no Growth Management impact associated with
this Executive Summary.
LEGAL CONSIDERATIONS: The Purchase and Sale Agreement has been approved
for form and legal sufficiency. This item is not quasi-judicial and as such, ex parte
disclosure is not required. A majority vote is necessary for Board action. - HFAC
RECOMMENDATION: That the Board of County Commissioners approves the attached
Agreement for Sale and Purchase and authorizes the Chairman to execute the
Agreement and any and all other County Attorney's Office approved documents related
to this transaction; accepts the Property subject to this transaction; authorizes the
preparation of related vouchers and Warrants for payment; and directs the County
Manager or his designee to proceed to acquire the property and to follow all appropriate
closing procedures, acquire and obtain clear title to the property, and to record any and
all necessary documents in the Public Records of Collier County, Florida.
-
PREPARED BY: Marlene J. McLaughlin, Property Acquisition Specialist, Real Property
Management, Department of Facilities Management
Page 1 of 1
Agenda Item NO.1 01
May 26, 2009
Page 2 of 11
COLLIER COUNTY
BOARD OF COUNTY COMMISSIONERS
Item Number:
Item Summary:
101
Meeting Date:
Recommendation to approve an Agreement for Sale and Purchase with the Naples Lodge
2010 Benevolent and Protective Order of the Elk's of the USA, Inc, for the purchase of the
Elk's Lodge Property. (Len Price, Administrative Services Administrator)
5/26/200990000 AM
Prepared By
Marlene McLaughlin
Administrative Services
Property Acquisition Specialist
Real Estate Services
Date
5f11f2009 4:57:44 PM
Approved By
Skip Camp, C.F.M.
Facilities Management Director
Facilities Management
Date
Administrative Services
5/11f2009 5:41 PM
Approved By
ToniA.Mott
Real Property Supervisor
Date
Administrative Services
Facilities Management
5/13/2009 7:02 AM
Approved By
Heidi F. Ashton
Assistant County Attorney
County Attorney Office
Date
County Attorney
5/13/20092:58 PM
Approved By
Jeff Klatzkow
County Attorney
County Attorney Office
Date
County Attorney
5f14f2009 2:44 PM
Approved By
Len Golden Price
Administrative Services Administrator
Date
Administrative Services
Administrative Services Admin.
5/14f2009 3:48 PM
Approved By
OMS Coordinator
County Manager's Office
OMS Coordinator
Date
Office of Management & Budget
5/15/20099:19 AM
Approved By
Susan Usher
County Manager's Office
Senior ManagementfBudget Analyst
Office of Management & Budget
Date
5/15f2009 11 :35 AM
Approved By
Leo E. Ochs, Jr.
Board of County
Commissioners
Deputy County Manager
Date
County Manager's Office
5f15/2009 6:36 PM
file:IIC :\AgendaTest\Export\ 130- May%2026, %202009\ 10. %20COUNTY%20MANAGER...
5/20/2009
r
Project: Elk's Lodge Purcha8elFuture Property Appraiser's Office
Folio No.: 81680000003
Agenda Item N 101
May 26, 009
Page 3 f 11
AGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT is made and entered into this_day of , 2009 by and
between NAPLES LODGE NO. 2010 BENEVOLENT AND PROTECTIVE ORDER OF ELKS
OF THE UNITED STATES OF AMERICA, INC., a Florida not for profit corporation (hereinafter
referred to as "Seller"), and COWER 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 CoUier County, State of Florida, and being more particularly
described as follows:
Tract "A", Naples Elks Lodge #2010, according to the plat thereof 8S recorded in
Plat Book 36, Pages 66 anc:l 67 of the Public Records of Collier County, Florida.
WHEREAS, Purchaser is desirous of purchaaing 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 seD to Purchaser and Purchaaer shall purchase from Seller the
Property, as herein above described, together with aD rights, privileges, tenements,
hereditaments, and appurtenances pertaining to the land and all bullclings, structures and
other improvements now and hereafter situated upon the land, and aU appurtenant
easements, Including but not limited to, Seller's rights in that certain Reciprocal Cross
Parking Easement dated August 2, 1999 and recordecI August 4, 1999 lit O.R Book 2578,
Page 1260, Public Records of Collier County, Floricla 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 shaD be Three Million,
FIVe Hundred Thousand and n0l1oo 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 TiDe
Guaranty Company, formerly known as Midwest Title Company, to be disbursed pursuanteto 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 folowing execution of this
Agreement by the Purchaser, which date shan 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 Colier County Attorney's
Office, Administration Building, 3301 Tamlami Trail East, Naples, Florida The procedure
to be followed by the parties in connection with the Closing shall be as follows:
3.011 SeDer shall convey a marketable title free of any liens. encumbrances,
exceptions, or qualifications. Marketable title shall be determined according to applicable
title stanclards adopted by the Florida Bar and in accordance with Aorida law. At the
Closing, the Seller shall cause to be delivered to the Purchaaer the Item. specified herein
Agenda Item No 101
and the following documents and Instruments duly executed and acknowledged. in May 26, 009
recordable form: Page 4 f 11
3.0111 Warranty Deed in favor of Purchaser conveying tIUe to the Property, free
and clear of an liens and encumbnmcea other then:
(8) The lien for cunent taxes and assessments.
(b) Such other easementa, restrictions or conditions of record.
3.0112 Combined Purchaser-Seller closing statement.
3.0113 Grantor's Non-Foreign, Taxpayer Identification & "GAP" Affidavit as
required by 81445 of the Internal Revenue Code and as required by the title
insurance underwriter In order to Insure the "gap. and issue the policy
contemptated 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 evldence of authority and capacity of Seller and Its representatives
to execute, acknowledge and deliver this Agreement. and all other documents u
may be required to consummate the transaction contemplated hereby. as
Purchaser's counsel and/or Purchaser'a title company may reasonably
determine.
3.012 IIJ. 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
rltle Company is irrevocably committed to issue the Owner'8 title policy to
Purchaser in accordance with the title commitment Immedi8te1y after the
recording ofthe 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. SeUer, at Its
sole cost and expense, shall pay at Closing all documentary stamp taxee due relating to
the recon:ling of the Warranty Deed. in accon:lance with Chapter 201.01, Aorida Statutes,
and the cost of recording any instrumen18 necessary to clear Seiler'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, shan 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 Cloelng occurs at a date upon which the current years milage ia not
fIXed, taxes will be prorated based upon such prior year's mRlage.
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, a8 the case may be, shaD perform the following
within the times atated. which shall be conditions precedent to the Closing:
4.011 Within fifteen (15) days after the date hereof. Purchaaer shall obtain u
evidence of title an AL TA Commitment for an Owner's rdle Insurance Policy (AL TA
Form 6-1970) covering the Property, together with hard coples 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 evldenclng monetary obligations, If any,
which obligations shall be paid at closing. If the title commitment contains exceptions
Agenda Item N 101
that make the title unmarketable, Purchaser shall deliver to the Seller written notice of May 26, 009
its intention to waive the applicable contingencies or to tenninate this Agreement. Pa ge 5 f 11
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 shaD be
deemed acCeptable. Upon notification of Purchaser's objection to title, SeUer 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 agl'HS to fumlah 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
Penod), 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 a8 provided herein. it shan be deemed that the
Purchaser is satisfied with the resulls 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 perties shall bear
their own costs.
VI. INSPECTION PERIOD
6.01 Except a8 provided in paragraph XV hereof, Purchaser shall have sixty (60) days
from the date of this Agreement, ("Inspection Periodj, 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 govemmental use of the Property win be permissible under
existing zoning and planning regulations, and the Property can be utilized for Ita
intended purpose.
6.02 If Purchaser is not satisfied, for any reason whatsoever, with the results of any
investigation, Purchaser shaH 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
Agenda Item N 101
engineering reports, structural and systems inspection reports, and environmental and soil May 26, 009
testing f88ult& commissioned by Purchaser with respect to the Property. Page 6 f 11
6.03 Purchaser and its agents, employees and servants shan, at their own risk and
expense, have the right to go upon the Property for the pwpoee of aurveying and
conducting lite analyses, soil borings and all other ~ inYestigation and
inspections. Purchaser shall, in perfonningsuch tests, investiglltion and inspections, use
due care not to damage the property in any manner. Seller shall be notlfled 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 cIeflciencies to be corrected utilizing those ful"lda escrowed in
accordance with Paragraph 2.02 hereof.
VII. POSSESSION
7.01 Purchaser ahall be entitled to full possession of the Property at Closing.
7.02 Purchaser ahaH permIt Seller to enter upon the Property, upon re88Or1able notice, for
a period not to exceed fourteen (14) days following closing in order to remove Seller's
pet"Sonalty and restore the Property to broom clean condition. Seller agrees to bear all
risks and coat occasioned by said entry period, and ag..... to indemnify, reimburse,
defend and hold Purchaser harmless from any and all damages and costa asserted
against, impoaecl on or inculTed 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 Sellar, within ten (10) days of written
notification of such failure, Purchaser may, at its option, terminate thia Agreement by
giving written notice of termination to Seller. Purchaser shall have the right to seek and
enforce all rights and remedies lMIilabIe at law or in equity to 8 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 faHs to close the transaction contemplated
hereby or otherwise fails to perform any of the terms, covenants and conditions of this
Agreement a. 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 de8crtbed 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 expens.. of each of the
parties.
X. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES
10.01 SeHer 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 Ita obligations under this Agreement and the
instruments executed in conneation herewith, and to conlUllmate the transaction
contemplated hereby, All necessary authorizations and approvall have been obtained
authorizing Seller and Purchaser to executa and consummate the transaction
contemplated hereby. At Closing. certtfied copies of such approvals shall be
derrvered to Purchaser and/or Seller. If neceasary.
Agenda Item N . 101
May 26, 009
10.013 The warranties set forth in this paragraph shan be true on the date of this Page 7 f 11
Agreement and as of the date of Closing. Purchaser's acceptance of a deed to the
said Property shall not be deemed to be fun performance and discharge of every
agreement and obligation on the part of the Seller to be performed pursuant to the
provlalons of this Agreement.
10.014 Seller represents that it has no knowledge of any actions, suits, claims,
proceedings, litigation or investigations pending or threatened against Seller, at law,
equity or in arbitration before or by any federal, state. municipal or other
governmental instrumentality that relate to this agreement or any other property that
could. if continued, adversely affect Seller's ability to sen 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 th8t there are no
incinerators, septic tanks or cesspools on the Property; aU waste, If any, is discharged
into a public sanitary sewer system. Seller represents that it has no knowledge that
any pollutant8 are or have been discharged from the Property, direcUy 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 resufts, 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 knowIec:Ige, Seller
represents none of the Property has been used as a sanitary landfill.
10.018 Seller has no knowledge that the Property and Seiler's operations concerning
the Property are in violation of any applicable Federal, State or 10081 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 wItt1 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 SeRer nas no knowledge that there are any suits, actions or arbitration, bond
issuances or proposals therefor, proposals for public improvement assessments,
pay-baek 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 IIffecta the Property or
which advensely affects SeIler'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 rep.....ntations stilted 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
Agenda Item N . 101
or omit to perform any ad which would change the zoning or phyIlcal condition of the May 26, 009
Property or the governmental ordinances or I8W8 governing ume. Seller also agrees Page 8 f 11
to notify Purchaaer promptly of any change in the facta contained in the foregoing
representations and of any notice or proposed change in the zoning, or any other
action or notice, that may be propoHd or promulgated by any third parti.. or any
governmental authorities having jurildiction 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 Purchaler a statement (hereinafter
called the "Closing Representative Statementj reanerting the forelloing
repreaentatlons 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 Purchuer harmless from any and all costs (including attorney's fees) asserted
against. imposed on or incurred by Purchaler, directly or indirectly, pursuant to or in
connection with the application of any federal, atate, local or common law relating to
pollution or protection of the environment which sh8ll be in lICCOfdance with, but not
limited to, the Comprehensive Environmental Response, CompenS8tion, and Liability
Act of 1980, 42 U.S.C. S9601, et Hq., rCERCLA" or "Superfund"), which was
amended .nd upgnlded by the Superfund Amendment and Reeuthorization Act of
1986 ("SARA"), including any amendments or succesaor in function to these acts.
This provision and the rights of Purch88er, 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 maR, or overnight
delivery service, return receipt requested, postage and f888 prepaid, addressed as
follows:
Marlene J. Mcl..aughlin
Collier County Real Property Management
Building "W
3301 Tamiami Trail East
N.pIea, 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 Tamiaml Trail North, Suite 210
Florida 34103
Telephone: 239.643.1429
11.02 The addresseea Ind addresses for the purpose of this Article may be changed by
either party by giving written notice of such change to the other parly in the manner
provided herein. For the purpose of .changing such acIdre88eS or eddreaeees only, unless
and until such written notice is received, the last addressee and respective address
atated herein shall be deemed to continue In effect for all purposes. For purposes of
notice requirements herein, notice shan be deemed given upon receipt.
If to Purchaser:
With B copy to:
If to Seller:
WIth a copy to:
XII. REAL ESTATE BROKERS
Agenda Item N 101
May 26, 009
Page 9 f 11
12.01 Any and au brokerage commissions or fees shall be the sole responsibility of the
Seller. Seller shall indemnify Purchaser and hold Purchaaer 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 .. a real estate broker, salesman or
representative, in connection with this Agreement. Seller &gAleS to pey any and an
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 counterparta which together
shaH constitute the agreement of the parties.
13.02 This Agreement and the terms and provisions h8r80f shall be etfec:tive as of the
date this Agreement is executed by both partie8 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 aulgnees 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 Purchaaer and Seller. Any
amendment to this Agreement shall be binding upon Purchaser and Seller 88 soon as It
h88 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 deemectto include any other gender Dr number.. 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 sh811 be applicable only to the apeclflC instance to which it is related and shan
not be deemed to be a continuing or Mure 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 SeDer holds the Property in the fonn of a partnership, limited partnership,
corporation, trust or any form of representative capecity 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 stoct 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 wiD 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 ancl all structural deficiencies determined during
Purchaser's inspection period. As expenses are incuned 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.
Agenda Item N 101
14.02 Following disbursement punsuantto Paragraphs 2.02 or 14.01 hereof, Seller and May 26, 009
Purchaer shall have no further obligation to one another resulting from the provisions of Page 10 f 11
this Section XIV.
14.03 The tenns and provisions of this Section XN constitute agreed upon Instructions to
the escrow agent for disbursement of the ..crowed 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 As8eSament 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 property 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
thi8 time frame.
15.03 SeRer 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 a8 any extension to the inspection period in accordance with subparagraph 15.02
hel8Of.
15.04 As a result of the Phase II Environmental Site Assessment, should it be determined
that remediation of soli and/or groundwater contamination is necessary or required, Seller
shall pay, either directly or by reimbursement to Purchaser. for any and all costa
aS80ciated 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 unle.. made in writing and executed and dated by both Purchaser and Seller.
IN WITNESS WHEREOF, the parties hereto set forth their hands and leala .. of the date first
above written.
Date Acqui8ltion Approved by
BCC:
AS TO PURCHASER:
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
DATED:
ATTEST:
DWIGHT E. BROCK, Clerk
BY:
Donna Fiala, Chairman
. Deputy Clerk
AS TO SELLER:
DATEohtf f;iJm 7
. I
~NESSES: ,
y K~~c-,~ ~
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WI~~).{ h.., S"", I"'~
Print Name
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as
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1 ;(/II/J.A.... b# ,-r#-
~ Name ~
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Agenda Item N 101
May 26, 009
Page 11 f 11
NAPLES LODGE NO. 2010 BENEVOLENT
AND PROTECTIVE ORDER OF ELKS OF
THE UNITED STATES OF AMERICA, INC.,
a F~lrida Profit Corporation
BY: ~.....4--
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BY: ~ J(.I17~
, Trustee
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. Trustee /
BY'du- f /J4~
, Trust
BY e4/ ;i~
~. tofonna -( il.
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AasiSlBnt County Attgmey