Agenda 09/27/2016 Item #16B4 16.B.4
09/27/2016
EXECUTIVE SUMMARY
Recommendation to accept the "Height Notice" as required in Section 7.c. and replace Exhibit E,
amending the density and updating the site plan, of the Real Estate Purchase Agreement dated May
9, 2016 between Real Estate Partners International, LLC (Purchaser) and the Board of County
Commissioners (Seller), acting as the authority for Bayshore/Gateway Triangle Redevelopment
Area.
OBJECTIVE: To comply with the "Height Notice" provision outlined in Section 7.c. and
amend the density and site plan in exhibit E, of the Real Estate Purchase Agreement dated May
9, 2016 that secures development of a catalyst project within the Bayshore/Gateway Triangle
Redevelopment Area (CRA).
CONSIDERATIONS: On May 9, 2016 the Board of County Commissioners (Seller), acting as
authority for the Bayshore Gateway Redevelopment Area entered into a Real Estate Purchase
Agreement (Agreement) with Real Estate Partners International, LLC (Purchaser). The item was
approved under Item 14.B.1 at the April 26, 2016 BCC public hearing. Section 7.c., attached
hereto as Exhibit 1, of the Agreement provides that during the Inspection Period the Purchaser
will meet with the Naples Airport Authority (NAA) and provide the Seller with a written Height
Notice (30) thirty days prior to the expiration of the inspection period containing a summary of
its discussions and copies of correspondence demonstrating the NAA supports or has no
objections to the 200 feet building height proposal. Furthermore, the Agreement stipulates if the
NAA proposes a lower height that is acceptable to the Purchaser, then the Purchaser and Seller
shall agree that such lower height shall replace the 200 feet set-forth in Exhibit E of the original
agreement and the applicable conditions in 9(a)(iv). Additionally, Section 7.c of the Agreement
provides that the Purchaser recognizes that the agreement by the Seller to establish height for the
purposes of an entitlement condition in no way predetermines an approval for the purposes of the
land entitlement process.
In accordance with Section 7.c., of the Agreement the Purchaser provided the aforementioned
required Height Notice, which is dated September 6, 2016 and attached hereto as Exhibit 2. In
summation, the Height Notice provides that a request to support the proposed building height of
200 feet was made to the NAA Board at their June 16, 2016 public hearing (minutes included in
Exhibit 2). However, the NAA Board adopted a policy to support a project building height of up
to 150 feet. The Purchaser continued to meet and discuss alternative plans with the NAA
Executive Director and an alternate plan was provided to the NAA Board at their September 15,
public meeting. The Board voted unanimously to amend the policy adopted on June 16, 2016 to
no objections for a building height of 150 feet, plus ten additional feet to accommodate rooftop
appurtenances, not to exceed a maximum height of 160 feet.
According to information provided by the Purchaser, the residential units that previously enjoyed
the best views from 150 to 200 feet elevations have been eliminated. The Purchaser has
requested an increase in residential density, retail space, and parking spaces in the garages to
make the project viable and offset the loss of height. The additional density will be redistributed
throughout the plan and re-oriented internally and is shown on the attached revised site plan and
attached hereto as Exhibit 3. The revised site plan increases the residential density from 26 units
I Packet Pg.743
16.6.4
09/27/2016
per acre to 40 units per acre and provides for additional retail space and parking spaces in the
garages. A copy of the original Agreement is attached hereto for reference and labeled Exhibit 4.
FISCAL IMPACT: None
GROWTH MANAGEMENT IMPACT: The redevelopment of the Gateway Triangle
Property will further the goals, objectives and policies outlined in the Future Land Use Element -
Bayshore Gateway Triangle Redevelopment Overlay.
LEGAL CONSIDERATIONS: This item has been approved as to form and legality and
requires a majority vote for Board approval. -JAK
RECOMMENDATION: To accept the "Height Notice" as required in Section 7.c. and replace
Exhibit E, amending the density and updating the site plan, of the Real Estate Purchase
Agreement dated May 9, 2016 between Real Estate Partners International, LLC (Purchaser) and
the Board of County Commissioners (Seller), acting as the authority for Bayshore/Gateway
Triangle Redevelopment Area; and to authorize the Chairman to execute the amendment to the
Agreement.
Prepared by:Nick Casalanguida, Deputy County Manager
ATTACHMENT(S)
1.AMENDMENT REAL ESTATE PURCHASE AGREEMENT (DOCX)
2.Exhibit 1 (PDF)
3. Exhibit 2 (PDF)
4. Exhibit 3 (PDF)
5.Exhibit 4 (PDF)
Packet Pg. 744
16.B.4
09/27/2016
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.B.5
Item Summary: Recommendation to accept the "Height Notice" as required in Section 7.c. and
replace Exhibit E, amending the density and updating the site plan, of the Real Estate Purchase
Agreement dated May 9, 2016 between Real Estate Partners International, LLC (Purchaser) and the Board
of County Commissioners (Seller), acting as the authority for Bayshore/Gateway Triangle Redevelopment
Area.
Meeting Date: 09/27/2016
Prepared by:
Title: Executive Secretary to County Manager—County Manager's Office
Name: MaryJo Brock
09/20/2016 4:33 PM
Submitted by:
Title: County Manager—County Manager's Office
Name: Leo E. Ochs
09/20/2016 4:33 PM
Approved By:
Review:
Budget and Management Office Mark Isackson Level 3 Add Division Reviewer Completed 09/21/2016 9:00 AM
Office of Management and Budget MaryJo Brock Level 3 OMB Gatekeeper Review Skipped 09/20/2016 4:29 PM
County Attorneys Office Jeffrey A.Klatzkow Level 3 County Attorneys Office Review Completed 09/21/2016 11:21 AM
County Manager's Office Nick Casalanguida Level 4 County Manager Review Completed 09/21/2016 2:29 PM
Board of County Commissioners MaryJo Brock Meeting Pending 09/27/2016 9:00 AM
I Packet Pg. 745
16.B.4.a
AMENDMENT REAL ESTATE PURCHASE AGREEMENT
THIS AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT
("Amendment") is made and entered into this day of September, 2016, by and between
Collier County Community Redevelopment Agency, an agency established by an ordinance of
the Board of County Commissioners of Collier County, a political subdivision of the State of
Florida ("Seller"), and Real Estate Partners International, LLC, a Delaware limited liability
company and/or assigns ("Purchaser").
For good and valuable consideration, the receipt, adequacy and sufficiency of which are
hereby expressly acknowledged by the parties, the parties agree that the Real Estate Purchase
Agreement between them dated May 9, 2016 (the "Agreement") is modified in the following
respects:
O
1. Exhibit E to the Agreement—"The Land Use Entitlement Conditions" - is hereby
deleted and the following is hereby substituted in its place: 0°
EXHIBIT E N
I-
Land Use Entitlement Conditions
2
A small-scale and/or other amendment to the Collier County Growth Management
Plan and/or the Collier County Land Development Code and an amendment to the a
Gateway Triangle Mixed Use Overlay District Mixed Use Sub-District(GTMUD- N
MXD) to increase the pennitted residential, hotel, office and retail density of the
Property to the densities included in the Revised Site Plan attached as EXHIBIT
3.
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Any amendments to the Collier County Growth Management Plan and/or the
Collier County Land Development Code and GTMUD-MXD required to change w
the pennitted building height on the Property for residential,hotel,retail, and office Q
uses from 112 feet to 160 feet, to accommodate the development of the Property
outlined in the Purchaser Proposal, as amended to include EXHIBIT 3.
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2
2. The Purchasers Proposal attached as Exhibit "B" to the Agreement is revised to
incorporate the Revised Site Plan and information thereon attached as EXHIBIT 3. All specific
references within Purchasers Proposal to site plans, height and density shall henceforth be deemed Q
to refer to the information contained on the attached EXHIBIT 3.
a)
E
3. Except as hereby modified, the Agreement remains in full force and effect. o
[Remainder of Page Intentionally Blank. Signature Page to Follow]
1
Packet Pg.746
16.B.4.a
Executed as of the day and year written below.
SELLER: PURCHASER:
Collier County Community Re- Real Estate Partners International, LLC a,
Development Agencycc
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By: By:
Donna Fiala, Chair Jerry Starkey, CEO y
Dated: Dated:
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GRANT
FR:DK:N
PEARSON
RECEIVED
Office of the County lri:nager
sEP 0 7 20t6
P.ction
CHARLES C, WHITTINGTON
239.5'14 1000 Exi 2016
clrhitlington@gfpac com
September 6, 2016
Via Federal Express and e-mail: LeoOchs@collieroov. net
Collier County Community Redevelopment Agency
Attn: Lee E. Ochs Jr, County Manager
3299 Tamiami Trail East, Suite 202
Naples, FL 34112-5729
Re: 5.27 acre Bayshore Gateway Mini-Triangle property
Dear Mr. Ochs:
Pursuant to Section 7.c. of the Real Estate Purchase Agreement dated May 9, 2016, by and
between Collier County Community Redevelopment Agency and Real Estate Partners lnternational,
LLC, enclosed please find the Purchaser's written Height Notice.
Very truly yours,
//後
Cha∥es C Whittington
Enclosures
CCWcmf
cc: Jefirey A. KlaEkow, Esq., County Attorney
Nick Casalanguida, Deputy County Manager
Richard C. Grant, Esq.
Real Estate Partners lnternational, LLC
GRANT FRlDKIN PEARSON.PA 555l Ridgewood Drive, Suit€ 501. Nsples, Florid8 34108 lT 239'51'11OOO F 239'51it 0377 lwww'gtpac com
EXHIBIT 2
Height Notice
September 6, 2016
Pursuant to Section 7. c. of the Real Estate Purchase Agreement f"Agreement")
dated May 9, 20t6, by and between Collier County Community Redevelopment
Agency f"Seller") and Real Estate Partners lnternational, LLC ("Purchaser"],
Purchaser hereby provides Seller the written Height Notice thirty (30) days prior to
the expiration ofthe Inspection Period as follows:
As more fully explained hereinafter, Purchaser agrees to lower its maximum
building height from 200 foot above grade level ("agl"J to 186 foot agl, as submitted
to the FAA for review. If the Naples Airport Authority ("NAA") Board takes action at
its September 15,2076 meeting to amend its fune L6,2016 policy regarding the
Gateway Triangle Project, such that the amended policy reflects a maximum
structure height of 160 feet agl (150 feet for buildings plus ten feet additional for
building/rooftop appurtenances such as elevator shafts, access doors, mechanical
equipment, etc.), and removes the NM mandate for granting an aviation easement,
then Purchaser agrees to further reduce the maximum height for the project to 160
feet agl.
Summary of discussions between Purchaser and NAA
Purchaser has met with the NAA Staff and its Executive Director on occasions over
the last several months. On June t6, 2016 the NAA Board adopted a policy
regarding the proposed Gateway Triangle Proiect indicating support of the proiect
with buildings up to 150 feet above the established NMA grade elevation, together
with certain additional requirements and requests. On July 1,20t6 the NM
Executive Director sent a letter to Purchaser notif,iing Purchaser of the NAA Policy
and provided a summary ofthe conditional support. Both the minutes of the board
meeting and the letter indicate that new information or an FM Determination
would be considered and the policy could be amended if the board concluded such
was appropriate. The Minutes of the June 16th Regular Meeting of the NAA as well
as the fuly 1.t correspondence from the NAA Executive Director are attached hereto.
On September \, 2016 Purchaser met with the NAA Executive Director and
described a new alternative site plan, which reduces the height of all buildings on
the site to 150 feet or lower, plus ten feet additional on top of each building for
required rooftop appurtenances, such as elevator shafts, access doors, mechanical
equipmen! etc. for a maximum structure height of 160 foot agl' Additionally,
Purchaser informed the Executive Director of the status of the discussion with
Crown Communication regarding the existing 196 feet above mean sea level
("amsl") communication tower it owns under a long term leasehold on the Seller's
property and the development site. Specifically, it was conveyed that Crown has
indicated to Purchaser that if the alternative site plan buildings are constructed to a
height of 150 feet agl it would exchange its right to lease the ground for its
REPIRS'CRA Purchase Agreement
Height Notice September 6, 2016 Three PaBes
communication tower for the right to relocate its communication devices on or atop
the proposed buildings,such that when installed the communication devices、vould
not extend more ten feet above the maxirnum building height of 150 feet agI In
other words,the Crown communication devices would belocated within the 10-foot
zone above the proposed buildings on the alternative site plan such that no building
or appurtenance would exceed 160 feet agl The Purchaser and Executive Director
also discussed the other conditions of support contained in the NAA Policy and it
was communicated that Purchaser would agree to provide notice in its
condominium documents ofthe proximity to the airport〔the NAA preferred text of
notice was provided to Purchaser and it is acceptable to Purchaser〕, PurChaser
indicated it could not provide an aviation easement over the property; Purchaser
agreed to use appropriate sound attenuation materials and techniques as
recommended by Purchaser's architects,engineers and other consultants;and that
Purchaser would pursue the conclusion ofthe FAA review based upon the maximum
structure height of 160 foot agl, if the NAA Board elects to amend its policy to
support such maximum height,which Purchaser believes(baSed upon conversation
with its FAA re宙 ewer)will resultin an FAA Determination of No Hazard Purchaser
specirlcally requested that the NAA support the heights as proposed on the new
alternauve site plan,which is a maximum structure height of 160 feet agl,(150 feet
agi for buildings plus ten feet additional for rooftop appurtenances as necessary)
Copies of the new alternative site plan graphics reviewed at the September lSt
meeting are included herewith The Purchaser and NAA Executive Director are
scheduled to meet the week of September 5th to review the updated presentation to
the NAA Board atits regular meeting scheduled for September 15th An action item
will be included on the meeting agenda to consider the new alternative site plan and
Purchaser's requestto support the new plan comprised ofstructures not taller than
160 feet agl,including the ten foot zone above the buildings to accommodate the
rooftop appurtenances described herein if upon review of the new alternative site
plan and the potential removal ofthe 196 feet communication tower the NAA board
elects to support Purchaser's request it may consider action to amend the
conditions ofsupport ofthe project as revised and discussed hereinabove
New Alternative Site Plan and Height Condition
Purchaser has developed a new alternative site plan, which reduces the tallest
building froln the 200-foot height condition in the Agreement to 150 feet agl,plus
ten feet additional for the rooftop appurtenances for a total maxllnum structure
height of 160 feet agl The new alternative site plan is reflected in several drawings
attached to this notice as“Revised Site Plan Drawings'' As illustrated in the Revised
Site Plan Drawings,the new alternative site plan contains more residential units,
retail space and parking spaces in the garages, and the residential units that
previously en,oyed the best views from 150 to 200 feet elevations have been
eliminated′redistributed throughout the plan and re―oriented internally VVhile the
average residential unit size has decreased and will result in iower average selling
prices,the increased densities help offset the loss of premium unit orientation and
preserve the econonlic viability of the prolect No●vithstanding the reduction in
REPIRS-CRA Purchase Agreement
Height Notice September 6, 2016 Three Pages
height and loss of premium units at the 150 to 200 foot elevation, Purchaser is
satisfied that the new alternative site plan continues to embody the objectives of the
CRA and that the ultimate result will be an iconic urban development with
tremendous vitality and activity centered on hospitaliry, shopping, entertainment
and a high quality residential lifestyle. The revised plan will provide the stimulus
for additional redevelopment in the Bayshore Gateway Triangle and serve as a
vibrant and iconic entry statement to and from the City and County.
As stated previously, Purchaser agrees to lower its maximum building height from
200 foot agl to 186 foot above grade, as submitted to the FAA for review. Ifthe NAA
policy for the Gateway Triangle Development is amended to support the new
alternative site plan as expressed herein, then Purchaser respectfully requests that
the height condition in the Agreement be lowered from 200 feet agl to 160 feet agl
and that the Revised Site Plan Drawings replace the site plan drawings currently
included in the Agreement.
REPIRS-CRA Purchase Agreement
Hei8ht Notice September 6,2016 Three Pages3
July 1,2016
Mr. Jerry Starkey
Chief Executive Officer
Real Estate Partners International, LLC
1415 Panther lane
Naples, FL 34109
RE: Proposed Gateway Triangle Development
Dear Mr. Starkey:
Please aecept this correspondence as the City of Naples Airport Authority's (NAA)
position on the Real Estate Partners Intemational, LLC (REPI) proposed Gateway Triangle
Development. The NAA's Board met on June 16, 2016 and discussed the issue in a public
setting, considered staff and public comments, and by majority vote adopted the following
policy regarding the proposed Gateway Triangle Development:
The NAA will support a height up to (but not exceeding) 150 feet above the established
elevation of the Naples Municipal Airport (NMA) for any building or other structure
contemplated in the Gateway Triangle Development (which is the maximum building
height permitted in the APO as set forth in Section 4.02.06-F. of the Collier County
Land Development Code and would allow the building to be below the FAA Part77
horizontal surface), subject to all of the following conditions:
. REPI shall grant the NAA an aviation easement in a form acceptable to the
NAA
. REPI shall provide in the declaration of condominium a disclosure approved by
the NAA ootiryng all prospective purchasers of the proximity of the NMA and
the common noises and disturbances incident thereto
e REPI shall construct all buildings and other structures in the Gateway Triangle
Development using noise attenuation techniques and materials acceptable to the
NAA
CITY OF NAP1/ES AIRPOIRT AUTHORITY
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AD卜 II卜 ISTR,ヽ rI()、1239,(43‐0733/「AX``〕‐41)84
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NAPLES MUNICIPAL AIRPORT
聰鬱難襲ま醸まず慇鋳j懃 酵 無 多鍋 ゝ嬢ゞ麟彎 ………3攀
ヽ4r.Jeny Starkey,Chief Executive Offlcer
Real Estate Partners lnternational,LLC
July l,2016
Page 2
. The existing communications tower shall be relocated in a manner that does not
adversely impact the safe and efficient use of NMA and is not in violation of
the APO
o f'A"{ issues a determination of no hazard for any 150-foot building or structure
. Upon receipt of the FAA's determination or any other relevant due diligence,
the Board will review the finding and determine whether any revisions to the
policy are appropriate
If REPI does not accept the NAA's policy, then the Board directs the Executive
Director to make recommendations on available remedies.
We would appreciate another opportunity to meet with you and your team regarding the
proposed development in the near future. Please continue to provide us with any
information, in addition to the FAA's determination, that you believe is relevant to the
NAA's policy regarding the proposed development.
Sincerely,
&^*tL
Christopher a. Rdzaniky
Executive Director
spd
cc: Nick Casalanguida, Deputy County Manager
William L. Owens, Bond, Schoeneck & King PLLC
Minutes
June 16. 2016
Regular Meeting
A. ROLLCALL
Meeting was called to order by Chair Messer at 8:30 a.m. in the Council Chambers at City Hall.
Present were Commissioner Evans, Commissioner Stricklen, and Commissioner Rideoutte. Vice
Chair Nocera was present via telephone.
Staffpresent and Authority Counsel were Mr. Rozansky, Mr. Owens, Ms. Dugan, Ms. Etelamaki' Mr.
Keith, Ms. Terrill, Mr. Jefferson, Ms. Hart, and Ms. Menard. Also present was Ms. Jennifer Hamilton
of Gravina Smith Matte & Amold.
B. PLEDGEOFALLEGIANCE
C. AGENDA
There were no changes to the agenda.
D. MINUTES
l. 19 May 2016 Regular Meeting
Commissioner Stricklen moved approval of the 19 May 2016 Regular Meeting minutes.
Commissioner Evans seconded. Motion passed 5-0.
E. PRESENTATIONS AND TIME CERTAIN ITEMS
There were no presentations and time certain items.
F. PUBLICCOMMENTS
Mr. Bruce Buchanan, 852 Belville Boulevard, Naples, and an airport tenant, thanked Mr. Keith, Mr.
Jefferson and the rest of the airport staff who supported the Honor Flight last Saturday.
county commissioner Penny Taylor, District 4, addressed the Airport Authority regarding the
Gateway Triangle project. She stated that the county pwchased the Triangle properly in the
Bayshoie/Gateway Redevelopment area in 2000 as an opportunity to create a flagship entrance to
Bayshore Road and to spur tther developments in this area. She said that the codes need to be
adiressed because of the challenges of land values, wanting to make a project financialty feasible,
and respecting neighborhoods. A-question and answer period followed. She thanked the Authority
Board for the oppofiunity to publicly comment on the proposed project'
16 June 2016 Regular Meeting
G. ACT10N ITEMS eublic comments accepted for each item:5 minute limit)
1. Review of Audit Firm & FY 16 Audit Engagement Letter
Ms. Etelamaki requested I ) Board review of and comments regarding the performance and
accomplishments of CliftonlarsonAllen, LLP (CLA) during the past flscal year and approval for the
firm to continue to serve as the auditors for the 2015-2016 fiscal year. 2) And if approved, Board
authorization for the Chairman and Executive Director to sign the 2016 Audit Engagement Letter that
was included in the Board package.
Ms. Etelamaki advised that CLA was selected through a Request for Qualifications (RFQ) process in
May 2012 to provide audit services to the Authority. According to the NAA Bylaws, the selected
frm may continue 10 serve on an annual basis for up to five years, given the Board's satisfaction with
their performance and accomplishments. The next RFQ process is anticipated for the winter of 2017.
The Audit Committee met with Mr. Martin Redovan, Principal of CLA, in February 2016, at the
conclusion of the FY 2015 audit and the presentation of the FY 2015 Comprehensive Annual
Financial Report. The Audit Committee was pleased with the work of the auditors and recommended
to the Board the acceptance of the Financial Report. Commissioner Evans concurred.
Commissioner Evans moved to authorize the Chairman and Executive Director to sign the 2016 Audit
Engagement Letter. Commissioner Stricklen seconded. Motion passed 5-0.
2. Modification of the Approved FY 2016 Utilization Plan
Mr. Keith requested Board approval of the Amended 2016 Utilization Plan. He displayed a
presentation ofthe amended and previously approved Plans and reviewed the recommended changes
to remove the Runway 14-32 Displaced Threshold until the feasibility study is completed and to
remove the project south of North Road because that is County property and is not an area the City
has jurisdiction over. Mr. Keith advised that if the Authority Board later decides to move forward
with the Runway l4-32 Displaced Threshold, staff would reapply for Utilization Plan approval with
the City.
Commissioner Evans moved Board approval of the Amended 2016 Utilization Plan. Commissioner
Stricklen seconded. Motion passed 5-0.
3. Gateway Triangle Development
In reference to the overview of the Gateway Triangle Development project provided in the Board
packet, Mr. Rozansky summarized key factors presented. Mr. Rozansky requested Board approval
ofa policy statement regarding the proposed project submitted by Real Estate Partners Intemational,
LLC (REPD. He reviewed the timing of the Purchaser's 120-day due diligence period, which
commenced on May 9th, requiring the developer to meet and provide to the Seller a summary of its
discussion with the Authority by August 6th, making Board action today critical since there will not
be another meeting until August 18th. He added that the developer said he was planning to request an
extension ofthe due diligence period in order to receive a determination from the FAA ofthe airspace
analysis but that the extension has not yet been executed. Mr. Rozansky suggested to amend the action
16 June 2016 Regular Meeting
requested to give consideration to the FAA's airspace analysis and any additional due diligence that
might be relevant that would be brought for0r after the Board's approval ofthe policy statement. He
added that approval of the action isn't limited to the proposed project but to the entire Gateway
Triangle area.
For the public's benefit to understand why this discussion was taking place at this meeting, Chair
Messer advised that the Sunshine Laws prohibit the Authority Board to discuss any matters amongst
themselves, other than at a public meeting. Since there would not be a Board meeting in July and the
expiration for submifiing a summary of the developer's discussion with the Authority by August 6th,
it was necessary to discuss the proposed proj ect at this meeting.
There was Board, staff and legal discussion predominantly regarding the safety concems with
proximity to the airport and aircraft traffic pattems but also about possible noise concems of potential
residents and patrons of the development. Commissioner Stricklen added that acceptance of the
policy would include 150 feet above the established elevation of the Naples Municipal Airport to
include antennas and any appurtenances attached thereto.
Chair Messer accepted public comments on this action
Mr. Ted Brousseau, 1450 Jewel Box Avenue, Naples, who is a pilot, expressed several concems, most
importantiy with safety and density, regarding the development ofthe Gateway Triangle project.
Commissioner Stricklen moved Board approval of the following policy regarding the proposed
Gateway Triangle Development:
The NAA will support a height up to Out not exceeding) 150 feet above the established elevation
of NMA for any building or other structure contemplated in the Gateway Triangle Development
(which is the maximum building height permitted in the APO as set forth in Section 4.02.06.E of
the Collier County LDC and would allow the building to be below the FAA Part 77 hoizontal
surface), subject to all of the following conditions:
. REPI shall grant the NAA an avigation easement in a form acceptable to the NAA
o REPI shall provide in the declaration of condominium a disclosure approved by the NAA
notifring all prospective purchasers ofthe proximity of the NMA and the common noises and
disturbances incident thereto
REPI shall construct all buildings and other structures in the Gateway Triangle Development
using noise attenuation techniques and materials acceptable to the NAA
The existing communications tower shall be relocated in a manner that does not adversely
impact the safe and efficient use of NMA and is not in violation ofthe APO
o FAA issues a determination of no hazard for any 1 50-foot building or structure
. Upon receipt of the FAA's determination or any other relevant due diligence, the Board will
review the findings and determine whether any revisions to the policy are appropriate.
16 June 2016 Regular Meeting
If REPI does not accept the NAA's policy, then the Board directs the Executive Director to make
recommendations on available remedies.
Commissioner Evans seconded. The motion passed 4-1 with Vice Chair Nocera against.
H. NEWBUSINESS
There was no new business.
I. OLD BUSINESS
l. Noise Compatibility Committee (NCC) Update
Chair Messer reported on the NCC's ongoing efforts to partner with the FAA to discuss various
initiatives. She said that she participated on a June 66 conference call with the FAA Regional
Administrator, Dennis Roberts, and Authority staff to discuss the Southwest Florida Metroplex
Project. She stated that Mr. Rozansky is working to set up a meeting at FAA headquarters during his
trip to Washington DC from June 21 - 23 and that a follow-on meeting will be held with Mr.
Rozansky, Ms. Tenill, and Mr. Roberts during the annual Florida Airports Council Conference in
July. Chair Messer announced that the next NCC Meeting would be held on Thursday, June 30th, at
9 a.m. in the Airport Office Building and encouraged the public to attend. She noted that for those
unable to attend, video of the meetings can be found on the Authority's website.
In response to Commissioner Stricklen's concem regardin g the 23Yo increase in voluntary curfew
operations, Ms. Terrill advised that the increase was due to public service agencies.
2. Air Service Update
Commissioner Rideoutte reported that the revised activity reports for February, March, and April
2016, have been distributed to the Board. He reviewed revenues and one-time airline-related
expenses and reoccurring airline-related operating expenses incurred through May 2016. Mr.
Rideoutte announced discontinuance of Elite's flights to Newark (via Vero Beach) on May 6th and
nonstop Saturday flights from Naples to Newark as of June 25th. He said that Elite Airways is looking
at addiiional destination(s) from Naples this fall, but no announcements have yet been made.
Commissioner Stricklen requested the airline-related expense breakdown, and Mr. Rozansky
responded that he would send it to the Commissioners.
J. MANAGEMENTTEAMREPORT
1. Management Team RePort
chair Messer announced that collier Mosquito control District will be holdin_g an open House,
-*rn"-oruting its 66th anniversary, from 9 u.-. to 1 p.m. on Saturday, June 25th. She encouraged
the public to attend and tour their facility.
Chair Messer recognized the Authority, Collier County Honor Flight, and Elite Airways for the
organization of the first all-women flight on May 21'r'
16 June 2016 Regular Meeting
Commissioner Evans congratulated staff for having an injury and accident free month.
K. FINANCIALREPORTS
1. Financial Summary
Ms. Etelamaki provided a summary of the hnancial results through the end of May 2016.
Mr. Rozansky added that Finance's efforts to compare this year to last year were further complicated
by the fact that the Marco Island Airport was closed for an extended period of time last year, resulting
in additional fuel sales at the Naples Municipal Airport.
Commissioner Rideoutte moved acceptance of the Financial Summary. Commissioner Evans
seconded. The motion passed 5-0.
2. First Draft - FY 2017 Operating and Capital Expenditures Budget
Ms. Etelamaki presented the proposed FY 2017 Operating and Capital Expenditures Budget - First
Draft. She said that a second draft Budget will be presented at the August Regular Meeting, and it
will then be presented to City Council as a courtesy and professional conversation at the end of
AugusVearly September. At the September Regular Meeting, the recommended Budget will be
presented to the Authority Board for adoption.
L. COUNSEL'SREPORT
1. Counsel's Report
Mr. Owens reported that there was no pending or new litigation to report.
2. Article IV, Section 3 of the Bylaws - Authority Counsel
As a follow up to Commissioner Evans' email to Mr. Soliday dated January 15,2016 regarding the
tlree-year contractual review ofthe legal counsel firm as set forth in the Bylaws, Mr. Rozansky stated
that there was Board consensus at the January Regular Meeting to table the discussion until the June
Regular Meeting. Mr. Rozansky summarized the historical timeline of the legal counsel review since
the relationship with Bond Schoeneck and King began in 2002. He requested Board discussion and
consensus when next to conduct an annual review of Mr. Owens' performance and accomplishments
and when to consider and decide whether to renew the agreement with the Authority Counsel. Mr.
Rozansky added that he has developed a good rapport with Mr. Owens who has been responsive to
the Authority's needs and that Bond Schoeneck and King has an extensive network of attorneys and
resoulces within the firm that are available as needed.
There was Board discussion regarding the various options as well as the short time that Mr- Owens
has been the legal counsel for the Authority.
Commissioner Stricklen moved Board approval to defer Mr. Owen's one-year annual performance
evaluation from August 2016 to August 2017 and defer the three-year interval for consideration and
decision whether to renew the agreement with the Authority Counsel from August 2014 to August
2017. Motion passed 5-0.
5
16 June 2016 Regularヽ 4eeting
M. PUBLIC COplMENTS(5 minute limit)
Therc were no public collrments.
No CORRESPONDENCE/COMWIISS10NER COMMENTS&REOUESTS/MEETINGS
Thcre was no correspondcnce/Colnmissioner comments and requests/1neetings.
0。 ADJOURN
With no hrther business,thc meeting attollmcd at 9:42a.m.
dへ A、名
Christopher A. Rozansky
Secretary
NOTE: Printed copies of all visual presentations and handouts are on file in the Executive
Assistant's Office.6
BOARD OF COpIIMISS10NERS OF
CITY OF NAPLES AIRPORT AUTHORITY
Chair: Donlla M.Messer
Colllmissioneぃ :John Nocera,Dick Evans,James Rideoutte,Raymond Stricklell
Execu●ve Director:ChHstopher A.Rozansky
Authority Attorney:William L.Owens,Esq.of Bond,Schoeneck&King,PLLC
,10m may on any lo the
Agenda before or during the meeting, or discussed during the meeting without being added to the
Agenda. AIso, the sequence of items may be changed as the meeting progresses. Any person who
decides to appeal a decision made by the Board of Commissioners with respect to any matter
considered at this meeting (or hearing) will need a record ofthe proceeding and may need to
ensure that a verbatim record ofthe proceeding is made, which record includes the testimony and
evidence which the appeal is to be heard.
NOTICE: Any person with a disability requiring auxiliary aids or services for meetings at the
City Council Chamber may call the City Clerk's Office at 213-1015, or for meetings at the Airport
Office Building, the NAA Executive Assistant's Office at 643-0733.. with requests at least two
business days before the meeting.
SPEAKERS: Welcome. If you wish to address the Board of Commissioners regarding an item
listed on the Agenda, please complete a Speaker Registration form (available at the rear ofthe
room) and hand it to the Executive Assistant prior to consideration of that item. We ask that
speakers limit comments to 5 minutes and that large groups name a spokesperson whenever
possible. All written, audio-visual, and other materials distributed to the Board or staff during
this meeting will become the property of NAA and will be a public record. Thank you for your
interest and
ROLL CALL
PLEDGE OF ALLECIANCE
MINUTES
l 19 May 2016 Regular Meeting
A.
B.
C.
NOTICE OF REGULAR ⅣEETING
OF THE BOARD OF COMMISS10NERS OF
CITY OF NAPLES AIRPORT AUTHORITY
THURSDAY,mE16,20168:30A.M.
CITY HALL COUNCIL CIIAMBERS
735 EIGHTH STREET SOUTH
NAPLES,FLORIDA
AGENDA(Add,delete or rc‐secuence items
D.
16 Junc 2016 Final Agenda
E. PRESENTAT10NS AND TIME CERTAIN ITEMS
F. PIJBLIC COMpIENTS(Public colllmeュ ts aCCepted fOr itFms not Otherwise
listed on the Agenda:5 minute limi0
G. ▲CT10N ITEMS eublic comments accepted for each item:5 minute limit)
1. Rcview OfAudit F士 m&FY16 Audit Engagement■ctter
2 MOdiflcation ofthe Approved FY 2016 UtilizatiOn Plan
3 Gatcway T五 angle Dcvclopmcnt
H. NEW BUSINESS
I. OLD BUSINESS
I Noisc COmpatibiliけ Co―■eC Update
2_ Air Scwicc Update
J. DIANAGEル IENT TEAⅣ【REPORT
l. Mallagcmcnt Team Rcport
K. FINANCIAL REPORTS
l Financial Sulmary
2 First I)ra貴 ―FY 2017 0pcrathg and Capital Expenditllrcs Budgct
L. COUNSEL'S REPORT
l. cOunsd's Rcpo童
2 Article IV,Scction 3 ofthc Byla、vs―Authori,COunSel
M. PUBLIC COMDIENTS(5 minute LItlit)
No CORRESPONDENCE/COMMISS10NER CO■lIMENTS&REOUESTS/MEETINGS
O. ADJOURN
Information on Action Items and other items which has been provided in advance of this meeting may
be inspected at the office ofthe Executive Assistant, General Aviation Terminal Building, 2nd Floor, 160
Aviation Drive North. Minutes of this meeting will be prepared for Board approval, usually at the next
Regular Meeting.
16 June 2016 Final Agenda
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0. ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLI
ch
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 14 g 1
a
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNAT ;I
Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office t*
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 it
than Monday preceding the Board meeting. 1
NotIMIIIMPla I
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 routintlines#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.
2.
3. County Attorney Office County Attorney Office JAK 5/9/16
4. BCC Office Board of County `I1\c
Commissioners . YV‘ 4'A\t ,
5. Minutes and Records Clerk of Court's Office 61 ' 'L' 1tar
PRIMARY CONTACT INFORMATION `•
{
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event drip of the
addressees above,may need to contact staff for additional or missing information.
Name of Primary Staff Nick Casalanguida,Deputy County 252-8383
Contact/Department Manager e' -
Agenda Date Item was 4/26/16 7 Agenda Item Number 14-B-1 CRA-v
Approved by the BCC
Type of Document Agreement—Real Estate Partners Number of Original I
Attached. International Documents Attached
PO number or account n/a
number if document is
to be recorded
INSTRUCTIONS&CHECKLIST
Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's original signature JAK
2. Does the document need to be sent to another agency for additional signatures? If yes, JAK
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 JAK
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 JAK
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 JAK -
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 JAK
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip JAK
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 4/26/16 and all changes made during the AK
meeting have been incorporated in the attached document. The County Attorney's 1
Office has reviewed the changes,if applicable. _ 1
04-4
9. Initials of attorney verifying that the attached document is the version approved by the I l
BCC,all changes directed by the BCC have been made,and the document is ready for 'r-
Chairman's si u r attire. ]
I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised . 4.05;Rev. . 1 /30/12 tunrGikS
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REAL ESTATE PURCHASE AGREEMENT a
THIS REAL ESTATE PURCHASE AGREEMENT ("Agreement") is made and
entered into as of the Effective Date of this Agreement (as herein below defined), by and
between Collier County Community Redevelopment Agency, an agency established by an
ordinance of the Board of County Commissioners of Collier County, a political subdivision of
the State of Florida ("Seller"), and Real Estate Partners International, LLC, a Delaware
limited liability company and/or assigns ("Purchaser").
BACKGROUND
A. Seller, a public body, is the fee simple owner of real property located in Collier
County, Florida, containing approximately 5.27 acres more or less with entitlements permitting
development thereon and being more particularly described in Exhibit A attached hereto and by
this reference made a part hereof(the"Property");
B. The Property is located in the designated Bayshore/Gateway Triangle Community
Redevelopment Area("CRA");
C. In response to Seller's solicitation request for proposals to purchase the Property
No. 16-6548, Purchaser made a proposal described in Exhibit B (the "Purchaser Proposal")
which was selected for further consideration by Seller; and
D. Seller and Purchaser desire to enter into a binding contract for the sale and
purchase of the Property upon the terms and conditions herein below set forth.
NOW, THEREFORE, for and in consideration of the premises, the mutual covenants
and agreements herein set forth, and other good and valuable consideration, the receipt, adequacy
and sufficiency of which are hereby expressly acknowledged by the parties hereto, the parties
hereto do hereby covenant and agree as follows:
1. Recitals. The foregoing recitals are true and correct and are incorporated herein
by this reference.
2. Agreement to Buy and Sell.
Seller agrees to sell the Property to Purchaser and Purchaser agrees to purchase the
Property from Seller in the manner and upon the terms and conditions set forth in this
Agreement, together with (i) all tenements, hereditaments and appurtenances relating thereto or
associated therewith, (ii) any and all plans, specifications, government entitlements, impact fee
credits, utility and connection fees and credits, permits, approvals, authorizations and licenses
relating to or affecting the Property, (iii) any and all right, title and interest of Seller in any street,
road, alley or avenue adjoining the Property to the center line thereof, (iv) any and all of Seller's
right, title and interest in any strip, hiatus, gore, gap or boundary adjustment area adjoining or
affecting the Property, and (v) all right, title and interest of Seller, if any, (including all fictitious
name rights and other name filing or registration rights of Seller, if any) in and to any names, and
all derivations thereof and all logos, trademarks, trade names and other rights used in connection
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therewith or pertaining thereto. n.
3. Earnest Money.
a. Within two (2) business days after the Effective Date of this Agreement,
Purchaser shall deposit with Dwight E. Brock as Collier County Clerk as Escrow Agent (the
"Escrow Agent"), an earnest money deposit in the amount of Fifty Thousand and No/100
Dollars ($50,000.00) (said amount being referred to as the Initial Earnest Money. The Initial
Earnest Money, as well as the Additional Earnest Money defined below, will be held by Escrow
Agent in escrow pending Closing(as defined below) and upon Closing will be delivered to Seller
or as Seller shall direct and credited to the Purchase Price (as defined below) at Closing, or
returned to Purchaser in accord with the terms of this Agreement.
b. Prior to the expiration of the Inspection Period as it may be extended (as
defined in Section 7 below), Purchaser shall deposit with Escrow Agent an additional sum (the
"Additional Earnest Money") so that the total Earnest Money at that point equals Six Hundred
Thirty Seven Thousand Two Hundred Ninety-Five and 90/100 Dollars ($637,295.90) to be
held in accordance with Subsection a. above. The terms "Earnest Money" or "Total Earnest
Money"refer to both the Initial and Additional Earnest Money.
After receipt of a W-9 form from Purchaser, the Escrow Agent shall invest the Earnest
Money in an interest-bearing account, certificate of deposit, or a repurchase agreement. Any
interest accrued or earned thereon shall be paid or credited to Purchaser except in the event of a
default by Purchaser, and Seller being entitled to receive the Earnest Money pursuant to the
terms of this Agreement in which event any interest, together with the Earnest Money shall be
disbursed by Escrow Agent to Seller as liquidated damages in accordance with the terms of this
Agreement.
4. Purchase Price.
a. Purchase Price. The purchase price to be paid by Purchaser to Seller for
the Property (hereinafter referred to as the "Purchase Price") is the sum of Six Million Three
Hundred Seventy-Two Thousand Nine Hundred Fifty Nine and 00/100 Dollars
($6,372,959.00).
b. Method of Payment. At the time of Closing, Purchaser shall pay the
Purchase Price as Seller shall direct by wire transfer of immediately available funds or by locally
drawn bank cashier's check, toward which the Earnest Money previously paid by Purchaser shall
be credited and subject to appropriate credits, adjustments and prorations as provided in this
Agreement.
5. Access to Property By Purchaser and Provision of Information to
Purchaser Prior to Closing.
a. Access to Property. Purchaser shall at all times prior to the expiration of
the Inspection Period (as defined in Section 7 below) have the privilege of going upon the
Page 2 of 22
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Property with its agents, representatives and designees as needed to inspect, examine, survey and a
otherwise undertake those actions which Purchaser, in its discretion, deems necessary or
desirable to determine the suitability of the Property for Purchaser's intended uses thereof.
Purchaser shall maintain a log that lists the dates and identities of all third party personnel
visiting the Property during the Inspection Period and the general purpose of their visit. The
Purchaser need not obtain advance approval for such visits from Seller. Purchaser, however,
must notify the Seller of all such visits and provide the log information not later than five (5)
days after each such visit. Said privilege shall include, without limitation, the right to make
surveys, soils tests, borings, percolation tests, compaction tests, environmental assessments,
environmental tests and tests to obtain any other information relating to the surface, subsurface
and topographic conditions of the Property. After each such entry, Purchaser shall promptly
restore the Property to its condition existing on the date of this Agreement less normal fair wear
and tear, and Purchaser's agreement to restore the Property shall survive any termination of this
Agreement. Following the expiration of the Inspection Period, as hereafter defined, Purchaser
may install temporary facilities and signage on the Property, subject to ordinary permitting
requirements for such facilities, for the purpose of preparing to close and develop the Property to
include such activities as promoting community awareness of the proposed development, pre-
marketing and pre-construction activities, and other general business purposes designed to
advance the proposed development. Purchaser shall pay for the cost of such facilities and the
maintenance, upkeep, and operation of such facilities. Purchaser shall indemnify and hold Seller
harmless from and against any and all liens which may arise as a result of the activities on the
Property by Purchaser or Purchaser's agents, representatives, and designees, and against any and
all claims for death of or injury to persons or damage to properties arising out of or as a result of
the activities of Purchaser or of Purchaser's agents, representatives, or designees pursuant to the
provisions of this Section. Purchaser's foregoing indemnity of Seller and obligations under this
Section shall survive the Closing or any termination of this Agreement.
b. Delivery of Information Relating to Property. Within three (3) business
days following the Effective Date, Seller shall deliver to Purchaser the documents regarding the
Property listed on Exhibit C attached hereto. Within thirty (30) days following the Effective
Date, Seller shall deliver to Purchaser documentation setting forth any tax, impact fee or utility
connection credits applicable to the Property, as well as any and all previously paid impact fees
and utility connection credits and fees arising from the existing structures and/or uses on the
Property which would be credited against future impact or utility connection fees due upon
redevelopment of the Property in conformance with Code of Ordinance Section 74-201(c).
6. Survey and Title Matters.
a. Survey. Purchaser may, at its cost, prior to Closing obtain a current
survey of the Property ("the Survey") prepared by a registered land surveyor, licensed in the
State of Florida (the "Surveyor"). The Survey shall be certified to the Purchaser, Seller,
Purchaser's attorney, and the Title Company (as defined below). The Surveyor's seal shall be
affixed to the Survey. If the Survey reflects any encroachments or projections or any condition
that adversely affect the marketability of title, then Purchaser shall notify Seller of the matter
within twenty (20) days after receipt of the Survey. If this notice is given to Seller before the end
of the Inspection Period, as subsequently defined herein, Seller shall exercise good faith efforts
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to cause the removal of the matter to the extent otherwise required under the provisions of the a
following Section 6(b). If not so provided, Seller shall have no such obligation and following the
Inspection Period the existence of such conditions shall not be a cause for termination by the
Purchaser nor shall the removal of such conditions be a condition precedent to closing.
b. Title Evidence/Title Objections. Prior to Closing, Purchaser shall obtain,
at Purchaser's expense a current title insurance commitment and a copy of all exceptions referred
to therein (the "Title Commitment") from Old Republic Title Insurance Company or other
licensed title insurance company acceptable to Purchaser (the "Title Company"). The Title
Commitment shall set forth the requirements to issue an ALTA Form "B" title insurance policy
in the amount of the Purchase Price (the "Title Policy"), which Title Policy shall insure the
Purchaser's fee simple title to the Property. Purchaser shall examine the Title Commitment and
the matters therein in its schedules B 1 and B2 affecting title to the Property. If, based on such
schedules, Purchaser has any objections thereto (the "Title Objections"), then Purchaser shall
notify Seller of the Title Objections during the Inspection Period (as defined in Section 7 below).
Purchaser may object to matters that: (i) adversely affect the marketability of title to the Property
in accordance with law; (ii) are set forth as requirements by the Title Company in schedule B1;
or (iii) are encumbrances, easements, restrictions or other matters encumbering the Property,
whether or not scheduled as exceptions to coverage in schedule B2, if Purchaser believes that
they will interfere with, restrict, or adversely affect its proposed use of the Property. Any
matters shown on schedule B2 to which Purchaser does not so timely object will be considered
as Permitted Encumbrances to which Purchaser shall take title subject to. Seller shall have no
obligation to cure any such Title Objections, but Seller shall notify Purchaser within five(5) days
after receipt of Purchaser's notice of Title Objections as to whether Seller is willing to cure all or
any of Purchaser's Title Objections. Purchaser's sole remedy shall be to terminate this
Agreement prior to the expiration of the Inspection Period if Purchaser is not satisfied with
Seller's election as to title matters. In the event that Seller elects to cure any Title Objections,
Seller shall have until the Closing Date (as defined below) to attempt to cure them. If Seller is
unable or unwilling (provided, however, that if the Seller has caused a particular Title Objection
or if Seller has given notice to Purchaser that it has elected to cure such Title Objection, then
Seller shall exercise good faith efforts with respect to such title defect that it caused or elected to
remove, to remove the defects by the Closing Date). If despite Seller's election to cure it is not
able to do so by the Closing Date, then Purchaser shall have the option of either accepting title as
it then exists, or extending the closing date by mutual agreement with the Seller, or demanding a
refund of the Total Earnest Money paid hereunder which shall be returned forthwith to
Purchaser, and thereupon Purchaser and Seller shall be released of all further obligations under
this Agreement. At any time prior to Closing, Purchaser shall be entitled to have the effective
date of the Title Commitment (or subsequently updated title commitment) brought current and if
the updated Title Commitment (or prior updated title commitment as the case may by) reveals
any matters which were not contained in the original Title Commitment which adversely affect
the marketability of title, then Purchaser shall notify Seller of such adverse matter and Seller
shall exercise good faith efforts to cause the removal of the adverse matter to the extent
otherwise required under the provisions of this Section.
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7. Inspection Period and Due Diligence. a.
a. Purchaser shall have until one-hundred twenty (120) days after the
Effective Date(hereinafter referred to as the"Inspection Period") to: (i) determine if the Property
is satisfactory to Purchaser in Purchaser's sole and absolute discretion; (ii) evaluate the
feasibility of obtaining the approvals identified in the Land Use Entitlement Condition in
Sections 8 and 9(a)(iv) to enable Purchaser to use the Property as Purchaser has proposed; (iii)
evaluate the economic feasibility of its development, and other matters affecting the Property;
(iv) determine that all government permits, approvals, and entitlements, as now exist respecting
the Property remain in full force and effect; (v) evaluate the acceptability of the Permitted
Encumbrances in Purchaser's sole and absolute discretion; (vi) meet and negotiate with the cell
telephone tower tenant on the Property concerning the possible future relocation of the cell
telephone tower were Purchaser to close on the purchase of the Property and proceed with its
planned development; (vii) evaluate the ability to obtain various CRA benefits that may be
available, including but not limited to, approval for Tax Increment Financing respecting the
Property; and (viii) prepare and evaluate applications with Collier County, in its governmental
capacity, to rezone the Property, and if and as necessary, to amend the Collier County Growth
Management Plan and/or Land Development Code then obtain related permits to allow for and
authorize development as outlined in the Purchaser Proposal, all as specified in Sections 8,
9(a)(iv) and 9(a)(v) and to obtain various CRA benefits that may be available. Seller, as the
owner of the Property hereby authorizes Purchaser to do so. If, for any reason, Purchaser is not
satisfied with the Property or the results of its inspections, or evaluations, then Purchaser may at
its sole and absolute discretion, by written notice to Seller delivered on or before the expiration
of the Inspection Period, terminate this Agreement, in which event Escrow Agent shall promptly
refund to Purchaser the Initial Earnest Money, with any interest actually earned thereon, and
thereafter the parties hereto shall have no further rights, duties, or obligations to sell or purchase
hereunder. If Purchaser fails to give any such written notice on or before the expiration of the
Inspection Period, then such termination right shall be deemed waived and of no further force or
effect. During the Inspection Period, Purchaser may, in Purchaser's sole discretion and at
Purchaser's expense, have the Property tested and inspected to determine if the Property contains
any hazardous or toxic substances, wastes,materials,pollutants or contaminants. As used herein,
"Hazardous Substances" shall mean and include all hazardous and toxic substances, wastes or
materials, any pollutants or contaminates (including, without limitation, asbestos and raw
materials which include hazardous components), or other similar substances, or materials which
are included under or regulated by any local, state or federal law, rule or regulation pertaining to
environmental regulation, contamination or clean-up, including, without limitation, "CERCLA",
"RCRA", or state superlien or environmental clean-up statutes (all such laws, rules and
regulations being referred to collectively as "Environmental Laws"). Purchaser may obtain a
hazardous waste report (the "Report) prepared by a licensed or registered engineer. Purchaser
shall maintain a log that lists all third party consultant engagements and tracks their status.
Purchaser shall have all such third party reports certified to Purchaser and to Seller. In the event
that Purchaser terminates this Agreement at any time, Purchaser shall immediately deliver the
originals of all such third party reports, as well as the log, to Seller. The third party reports and
log need not be provided to Seller if Purchaser closes the purchase.
b. Notwithstanding anything herein to the contrary, at Purchaser's option,
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Purchaser may extend the Inspection Period for an additional thirty (30) days upon written
notification to Seller during the Inspection Period and delivery to Seller of a sum of Ten
Thousand and 00/100 Dollars ($10,000.00) as consideration for the extension. Should Purchaser
close on this Agreement, Purchaser shall receive a credit for this additional Escrow Deposit
towards the Purchase Price.
c. During the Inspection Period Purchaser will meet with the Naples Airport
Authority(NAA) to discuss the proposed building height and to determine what concerns, if any,
the NAA may have and how such may be satisfied or mitigated. No later than thirty (30) days
prior to expiration of the Inspection Period Purchaser will provide to Seller a written Height
Notice, which will contain a summary of its discussion with the NAA, and copies of any
correspondence, agreements of support or statements of no objection regarding a specific
building height on the Property. If the Height Notice summary report and NAA correspondence
demonstrate support or no objection to buildings of the height contained in Purchasers Proposal,
or such lower height that is acceptable to Purchaser, then Seller and Purchaser hereby agree that
such lower height shall replace 200 feet as the height in Exhibit E and the applicable condition in
section 9(a)(iv). If, however, the Height Notice does not include specific correspondence
demonstrating support or no objection to buildings of a specific height, then Purchaser in such
Height Notice will advise the Seller of what building height lower than 200 feet, if any, would be
acceptable to Purchaser to preserve the catalytic nature of Purchasers Proposal, and therein also
provide a summary of why Purchaser believes such lower height should replace 200 feet as the
height contained in Exhibit E and the applicable condition in section 9(a)(iv). In this
circumstance, Seller must advise Purchaser in writing within ten business (10) days after receipt
of such Height Notice as to whether Seller will accept the inclusion of such building height, as
Purchaser has indicated will be acceptable to it, as an included requirement in the Land Use
Entitlement Conditions described in Section 8 below. If Seller agrees to the height outlined
under either Height Notice scenario, then approval of such height by all relevant government
bodies shall be a part of the Land Use Entitlement Conditions. If Seller does not so agree it must
advise Purchaser as to the height it will accept as part of the Land Use Entitlement Conditions.
Seller's failure to timely respond in such ten business (10) day period will be deemed to be
agreement to inclusion as an entitlement condition in section 8 below. By agreeing to set a height
limit as an entitlement condition, the Seller in no way diminishes the rights or obligates the
Board of County Commissioners to review and approve or disapprove the land use application
during the entitlement process. The Purchaser recognizes that agreement by the Seller to
establish a height for the purposes of an entitlement condition in no way predetermines a height
approval for the purposes of the land entitlement process.
d. Upon expiration of the Inspection Period and any extension periods
granted, the Initial Earnest Money and any payment made to extend the Inspection Period it, as
provided in Section 7(b) above, as well as the Additional Earnest Money, shall be considered
non-refundable, except to the extent the conditions precedent to Purchaser's performance in
Section 9 are not satisfied. Provided, however, the Initial Earnest Money will be non-refundable
even if the Land Use Entitlement Conditions defined in Section 8 below are not satisfied.
8. Land Use Entitlement Conditions. Among all other conditions in paragraph 9,
Purchaser's obligation to purchase the Property is contingent on Purchaser obtaining final
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approval of any rezone, and any amendment(s) to the Collier County Growth Management Plan
and/or Land Development Code, as are necessary to obtain such rezone, to permit the uses
(inclusive of height) outlined in Purchaser Proposal as more specifically described in Exhibit E
(the "Land Use Entitlement Conditions"). In order to have this condition apply, Purchaser
must: (i) submit its application to Collier County to rezone the Property, together with any
additional lands Purchaser may own or have contracted to buy, and to amend the Collier County
Growth Management Plan and/or Land Development Code not later than sixty(60) days after the
end of the Inspection Period, as it may be extended, and (ii) comply with all applicable
requirements to set(and actually request) a hearing on the rezone application before the Board of
County Commissioners. Purchaser's application to rezone the Property shall include a
reasonably detailed site or master plan with elevation sketches, such detailed site or master plan
shall be submitted no later than ninety (90) days prior to the Collier County Planning
Commission hearing. Purchaser shall pursue such applications with reasonable diligence and in
a timely and commercially reasonable manner consistent with the prevailing standards of
practice applicable to handling and processing land use matters in Collier County, Florida.
Purchaser acknowledges that Seller desires that Purchaser attempt to satisfy the Land Use
Entitlement Conditions within twelve (12) months after the date of the applicable applications.
Purchaser will attempt to meet such time frame. In furtherance thereof, Seller agrees to use its
best efforts to cause the Collier County Growth Management Division and/or the Board of
County Commissioners to: (i) designate the application submitted by Purchaser as "Fast Track
Process" (whereby county staff will be required to review and respond to any submittals within
fifteen (15) business days); (ii) cause the applications for amendments to the Collier County
Growth Management Plan and Land Development Code, to be processed concurrently with
Purchaser's application to rezone the Property; and (iii) permit any amendment to the Collier
County Comprehensive Plan to be received and processed "out of cycle", if necessary. The
Purchaser, in turn acting in good faith, shall respond to comments from any submittal for review
within fifteen (15) business days. Notwithstanding the persistence of Purchaser and Seller in
diligently pursing the Entitlement process, the Parties agree the final BCC Hearing may
ultimately occur outside the twelve (12) month processing goal, and agree there is no outside
date for closing so long as Purchaser is pursuing the entitlements in an expeditious and timely
manner consistent with the standards set forth herein. Closing shall be scheduled and occur in
accordance with Paragraph 11(a), below, based on the timing of all such approvals by the Collier
County Board of County Commissioners.
In accord with Section 9(a)(iv), should the Purchaser wish to include additional lands
owned by third parties in the application for approval of the Land Use Entitlement, the Purchaser
shall provide an updated Purchaser Proposal identifying the additional land and Purchaser's
plans for its inclusion with the Property in such application and allow the Seller a thirty (30) day
review period. The Seller reserves the right to approve or deny the updated Purchaser Proposal
within the review period. Failure to respond to the Purchaser's updated Purchaser Proposal
within the review period shall be interpreted as approval by the Seller. Should the Seller deny
the updated Purchaser Proposal, the Purchaser shall have the right to terminate this Agreement
and receive a return of the Additional Earnest Money, but not the Initial Earnest Money.
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9. Conditions Precedent to Purchaser's Obligation to Close-Seller Covenants. a
a. Conditions Precedent. The obligation of Purchaser to close under this
Agreement is expressly conditioned upon the satisfaction by, and as of the time of, the closing of
the conditions listed below in this paragraph, provided that, Purchaser, at its election, may waive
any such conditions:
(i) From and after the Effective Date, there shall not have been or be
any adverse environmental condition affecting the Property provided that this condition
precedent shall not apply in the event that such change were to have been caused directly or
indirectly by Purchaser or Purchaser's agents.
(ii) From and after the Effective Date, there shall not have been or be
any moratoriums in effect or be proposed that would delay use of any approvals, permits and
entitlements pertaining to the Property, or prevent, restrict or delay the ability to develop the
Property as then approved, permitted, zoned and entitled.
(iii) From and after the Effective Date, there shall not have been or be
any adverse change in the condition of Seller's title to the Property or the physical condition of
the Property and all existing entitlements, permits and approvals remain in full force and effect
and unmodified, except as provided herein.
(iv) The Property, together with any adjoining land as Purchaser may
then own or have contracted to purchase as Purchaser may wish to include in any application,
has been rezoned, and any amendments to the Collier County Growth Management Plan and/or
Land Development Code as are necessary to obtain the approvals that are required to satisfy the
Land Use Entitlement Conditions, outlined in Exhibit E The Land Use Entitlement Condition
must have been finally approved by all required government bodies with any and all applicable
appeal rights or rights by third parties to challenge having expired. In order for Purchaser to be
able to include any land other than the Property in its proposed rezoning of the Property and as
part of its Land Use Entitlement Condition, and for the approval thereof to be a condition
precedent, the following conditions must apply:
(1) The owner/seller of such other or adjoining land must agree
in writing that if the requested rezoning of the Property, together with such other or adjoining
Iand is approved and thereafter the Purchaser does not close on the purchase of the Property in
accord with the terms of this Agreement that the Seller and the Board of County Commissioners
of Collier County shall have the right to reverse the rezoning of the Property and of any such
other or adjacent land and to return it to the zoning as existed prior to the rezoning initiated by
Purchaser under this Agreement;
(2) Any covenants, easements or other agreements intended to
burden the Property as a part of any such rezoning may only be effective if, as, and when
Purchaser closes and takes title to the Property but shall also, at the Seller's option,be assignable
to the Seller in the event Purchaser does not close the purchase in accord with this Agreement
and Seller wishes to leave the new zoning in place.
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(v) Approval or confirmation of the Property Benefits defined and °'
described in Exhibit F and inclusion in a development agreement to be entered into between
Purchaser and Collier County at or before Closing.
(vi) All representations and warranties of Seller remain true and correct
in all material respects as of Closing.
(vii) Seller performing as required under this Agreement.
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(viii) Any other conditions precedent set forth elsewhere in this
Agreement.
b. In the event that any of the foregoing conditions precedent to Closing are
not satisfied by a date eighteen(18)months after the date Purchaser submits its initial application
for rezoning and/or amendment(s) to the Collier County Growth Management Plan and/or Land
Development Code, then, in such event, Purchaser shall have the option of: (i) waiving the
condition precedent and closing without reduction to the Purchase Price in accordance with the
other terms and provisions of this Agreement; or (ii) canceling this Agreement by providing
Seller written notice of such cancellation no later than 9:00 AM on the date scheduled for
Closing in which event Purchaser shall receive a refund of the Additional Earnest Money. In the
event that Purchaser fails to timely provide Seller with written notice of its election of either
option (i), or (ii) herein, then, Purchaser shall be deemed to have elected option (ii).
Notwithstanding the eighteen month (18) limitation above, on written request from the
Purchaser, the County Manager may, but is not obligated to, extend this 18 month period for
successive 30 day periods up to a total of 6 months after the end of such 18 month period. .
10. Land Use Entitlement Condition and Property Benefit Approval.
As specified in Sections 8 and 9(a)(iv), Purchaser shall have the right, prior to
Closing, to file applications with Collier County to: (i) rezone the Property; (ii) amend the
Comprehensive Growth Management Plan and/or Land Development Code, as applicable to the
Property, consistent with the Purchaser Proposal as it may be updated in accord with Section 8
and the Land Use Entitlement Conditions. Purchaser shall pay all fees and costs of such
applications. Seller agrees to execute such authorizations, designations of agents and approvals
and consents as may be required for Purchaser to do so. As specified in Sections 8 and 9(a)(iv),
Purchaser has the right to include additional contiguous and adjacent land owned by Purchaser,
or which it may subsequently contract to purchase, in such applications subject to restrictions
and limitations as set forth in this agreement.
11. Closing Date and Closing Procedures and Requirements.
a. Closing Date. The closing (the "Closing") shall be held on or before
fifteen (15) business days after final action by the Collier County Board of County Commission,
and the expiration of all applicable appeals periods, of the last of the (i) rezoning of the Property;
and (ii) amendment to the Comprehensive Growth Management Plan and/or Land Development
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Code, as applicable to the Property, consistent with Purchaser's Proposal and the Land Use
Entitlement Conditions, but only after and conditioned on the satisfaction of all conditions set
forth in Section 9. Closing shall be held at the offices of the agent for the Title Company.
Closing may also occur on an earlier date at a time selected by Purchaser upon at least fifteen
(15) business days prior notice to Seller.
The failure of the Purchaser to close by the Closing Date without excuse in accord with
the terms of this Agreement (e.g. non-satisfaction of conditions precedent and Seller failure to
perform) shall result in a forfeiture of all funds held in escrow and termination of the Agreement
as specified in section 17. Seller, at is sole discretion, may extend the Closing Date one time for
thirty (30) days subject to an extension fee of $25,000 paid by the Purchaser. The fee is in
addition to the Purchase Price and is nonrefundable.
b. Conveyance of Title/Assignments/Deliveries at Closing. At the Closing,
Seller shall execute and deliver to Purchaser a General Warranty Deed conveying good and
marketable fee simple title to the Property subject only to the Permitted Encumbrances. Seller
shall also provide Purchaser with assignments, with consents as needed, of any and all
professional plans, specifications and other work product and development entitlements,
approvals, credits and permits, as are applicable to the Property. Seller and Purchaser agree that
such documents (including, but not limited to resolutions, certificates of good standing and
certificates of authority as may be necessary to carry out the terms of this Agreement) shall be
executed and/or delivered by such parties at the time of Closing, including, without limitation, a
customary owner's affidavit in form sufficient to enable the Title Company to delete all standard
title exceptions other than survey exceptions from the Title Policy and a certificate duly executed
by Seller certifying that Seller is not a foreign person for purposes of the Foreign Investment in
Real Property Tax Act (FIRPTA) which certificate shall include Seller's taxpayer identification
number and address or a withholding certificate from the Internal Revenue Service stating that
Seller is exempt from withholding tax on the Purchase Price under FIRPTA. Seller shall also
provide Purchaser with an estoppel letter from the cell telephone tower tenant confirming: (i) the
terms of the lease to be as has been represented by Seller; (ii) the status of rent and security
deposits; and(iii)the absence of any rights in the Property other than as set forth in the lease.
c. Prorating of Taxes, Responsibility for Assessments, and Proration of Rent.
All real property ad valorem taxes and other recurring taxes and assessments applicable to, or
encumbering the Property and rents shall be prorated as of the Closing Date between Seller and
Purchaser. Tax and assessment prorations to be based upon the most recently available tax or
general assessment rates and valuations with respect to the Property. Special assessments or
liens therefor pertaining to capital improvements that benefit the Property which: (i) have been
completed; or (ii) that are payable prior to the Effective Date, whether or not the improvements
have been made as of the Effective Date, are to be paid by Seller.
d. Closing Costs. At the Closing, Purchaser shall pay for any applicable
state, county, and other applicable documentary stamps or other transfer taxes; Purchaser shall
pay: (i) the cost of all of its inspections and investigations of the Property; (ii) all costs related to
any Purchaser's financing; (iii) the premium on Purchaser's Title Policy and any charges for the
Title Commitment; (iv) the cost of recording the general warranty deed; and (v) all other costs
incurred by Purchaser. Each party shall pay its own attorneys' fees and costs.
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e. At closing, and as a condition to Purchaser funding the disbursement of
the proceeds of the sale, the Title Company must endorse the Title Commitment and/or issue the
Title Policy, in either case to: (i) insure the gap and eliminate any exceptions for it; (ii) insure
title in Purchaser's name; and (iii) delete all standard exceptions other than for unpaid current
taxes.
f. Covenant Against Voluntary Annexation. Purchaser acknowledges that
the deed conveying the Property shall include a covenant approved by the Collier County
Attorney that states in substantial part that Purchaser and every successor owner in title shall
not: 1) petition or otherwise request to annex the Property into a municipality; and/or 2) vote or
agree in any way to a municipality initiated annexation of the Property. This covenant shall run
with the Property, and will be fully binding on any successor, heir, and assign of the Purchaser.
This covenant is a substantial part of the material consideration given to the County in
connection with the sale of the Property. In the event the covenant is violated, Purchaser, or its
then successors in interest, shall pay to the Seller all costs, including attorney's fees, incurred by
the Seller in enforcing this covenant. This covenant shall be separately enforceable by the
Community Redevelopment Agency of Collier County and by the Collier County Board of
County Commissioners.
All obligations under this Section shall survive the closing and delivery of the Warranty Deed.
12. Post-Closing Maintenance Covenant. Following Closing, Purchaser agrees that
it shall use reasonable diligence to clean up the Property and thereafter maintain the Property in a
manner that is consistent with that typically used by developers in urban settings who are
anticipating marketing a planned development project thereon, but which is not substantially in
excess of the general standard of maintenance in the Davis Triangle Area.
13. Assignment. Purchaser may assign Purchaser's rights under this Agreement to an
entity that is owned by or affiliated with the current principals of Purchaser, and/or with Jerry
Starkey and F. Fred Pezeshkan.
14. Possession of Property. Seller shall deliver to Purchaser full and exclusive
possession of the Property on the Closing Date.
15. Condemnation/Risk of Loss. In the event that all of the Property or any portion
thereof is taken by eminent domain prior to Closing, Purchaser shall have the option of either: (i)
canceling this Agreement and receiving a refund of the Total Earnest Money, whereupon both
parties shall be relieved of all further obligations under this Agreement except those that
explicitly survive termination of this Agreement; or (ii) proceeding with Closing without
reduction of the Purchase Price, in which case Purchaser shall be entitled to all condemnation
awards and settlements, if any. Seller retains the risk of loss pending Closing. In the event that
the Property is damaged or destroyed by fire or other casualty prior to Closing, Seller shall have
the option to repair and restore it to the same condition as existed before the fire or casualty and
Closing shall be deferred for up to sixty (60) days to permit such repair and restoration. If Seller
elects not to repair and restore or if Seller is unable to repair and restore within such sixty (60)
day period, then Purchaser shall have the option of either: (i) canceling this Agreement and
receiving a refund of the Total Earnest Money, whereupon both parties shall be released from all
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further obligations under this Agreement except those that explicitly survive termination of this °'
Agreement; or (ii) proceeding with Closing without reduction in the Purchase Price or claim
against Seller therefor, in which case Purchaser shall be entitled to all insurance proceeds, if any,
resulting from such casualty.
16. Warranties and Representations of Seller. Seller hereby represents and
warrants to Purchaser, as follows:
a. Seller has the full right, power and authority to enter into and deliver this
Agreement and to consummate the purchase and sale of the Property in accordance herewith and
to perform all covenants and agreements of Seller hereunder.
b. Seller's U.S. Taxpayer Identification Number is 59-6000558 and no
withholding of sale proceeds is required with respect to Seller's interest in the Property under
Section 1445(a)of the Internal Revenue Code.
c. There are no present violations of any ordinances, regulations, laws or
statutes of any governmental agency related to the Property or improvements thereon.
d. There are not presently pending any condemnation actions with respect to
the Property nor has Seller received written notice of or is Seller aware of any being
contemplated.
e. After the Effective Date, Seller shall not do anything to cause any change
in the existing zoning classification or entitlements that benefit the Property unless requested to
do so by Purchaser or consistent with the Agreement.
f. There is no litigation pending against or respecting the Property.
g. Seller has not heretofore entered into any agreements, or allowed or
suffered to be filed or created, any new conditions, that adversely affect title, use or development
of the Property that are not listed in Exhibit "D" which will be binding against the Property
following Closing.
h. To the best of Seller's knowledge there is no hazardous or toxic waste or
contamination located on the Property.
Notwithstanding anything in this Section 16 or the other provisions of this Agreement to the
contrary, the correctness of any representation or warranty made by Seller under this Agreement
shall also be a condition precedent to Purchaser's obligation to close as provided in Section 9 of
this Agreement. The representations and warranties contained in this Section shall survive
Closing.
17. Defaults. Upon a default by Purchaser under this Agreement and Purchaser's
failure to cure the default within thirty (30) days following notice thereof in writing from Seller,
then Escrow Agent shall pay the Earnest Money, plus any interest actually earned thereon, to
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Seller as its sole and exclusive remedy, in lieu of all others, as liquidated damages and in full a'
settlement of any claims or damages whereupon this Agreement shall become null and void and
of no further force or effect. It is hereby agreed that Seller's damages may be difficult to
ascertain and that the Earnest Money paid by Purchaser to the Escrow Agent constitutes
reasonable liquidation thereof and is intended not as a penalty, but as liquidated damages, Seller
shall have no right to seek specific performance of this Agreement or any claim for actual
damages. Notwithstanding anything herein to the contrary, Seller shall not be required to
provide said thirty (30) days notice if Purchaser's default is its failure to close on the Closing
Date.
Upon a default by Seller under this Agreement and Seller's failure to cure the default
within thirty (30) days following notice thereof in writing from Purchaser, Purchaser may, at its
option, and as its sole and exclusive remedies in lieu of all others require that the Total Earnest
Money paid to the Escrow Agent, plus any interest actually earned thereon, be refunded to
Purchaser by Escrow Agent or Purchaser may enforce specific performance of Seller's obligation
to close under this Agreement.
18. Real Estate Brokers. Purchaser hereby represents and warrants to Seller that
Purchaser has not engaged or dealt with any agent, broker or finder in regard to this Agreement
or to the sale and purchase of the Property contemplated hereby. Purchaser hereby indemnifies
Seller and agrees to hold Seller free and harmless from and against any and al] liability, loss,
cost, damage and expense, including, but not limited to, attorney's fees and costs of litigation,
both prior to and on appeal, which Seller shall ever suffer or incur because of any claim by any
agent, broker or finder, engaged by Purchaser, whether or not meritorious, for any fee,
commission or other compensation with respect to this Agreement or to the sale and Purchase of
the Property contemplated hereby.
Seller hereby represents and warrants to Purchaser that Seller has not engaged or dealt
with any agent, broker or finder in regard to this Agreement or to the sale and purchase of the
Property contemplated. Seller hereby indemnities Purchaser and agrees to hold Purchaser free
and harmless from and against any and all Iiability, loss, cost, damage and expense, including but
not limited to attorneys' fees and costs of litigation both prior to and on appeal, which Purchaser
shall ever suffer or incur because of any claim by any agent, broker or finder engaged by Seller,
whether or not meritorious, for any fee, commission or other compensation with respect to this
Agreement or to the sale and Purchase of the Property contemplated hereby.
19. Notices. Any notices which may be permitted or required hereunder shall be in
writing and shall be deemed to have been duly given as of the date and time the same are
personally delivered, transmitted electronically (i.e. telecopier device with printed transmittal
confirmation) or within three (3) days after depositing with the United States Postal Service,
postage prepaid by registered or certified mail, return receipt requested, or within one (1) day
after depositing with Federal Express or other overnight delivery service from which a receipt
may be obtained, and addressed as follows:
To Purchaser Real Estate Partners International, LLC
1415 Panther Lane
Naples, Florida 34109
Page 13 of 22
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Attn: Mr. Jerry Starkey
Telephone: (239) 514-4001
Facsimile: (239) 514-4005
With a copy to: Richard C. Grant, Esq.
Grant Fridkin Pearson, P.A.
5551 Ridgewood Drive, Suite 501
Naples, Florida 34108
Telephone: (239)514-1000
Facsimile: (239) 514-0377
To Seller: Collier County Community Redevelopment Agency
Attn: Leo E, Ochs Jr, County Manager
3299 Tamiami Trail East#202
Naples, FL 34112
Telephone: (239)252-8383
Facsimile. (239) 252-4010
With a copy to: Jeffrey A. Klatzow, Esq.
Collier County Attorney
Collier County Attorney's Office
3299 East Tamiami Trail, Suite 800
Naples, FL 34112-5749
Telephone: (239)252-8400
Facsimile: (239) 774-0225
or to such other address as either party hereto shall, from time to time, designate to the other
party by notice in writing as herein provided.
20. Escrow Agent. The parties shall utilize the Collier County Clerk as Escrow
Agent, pursuant to an agreement acceptable to the parties and the Collier County Clerk. With
respect to any terms between this agreement and the escrow agreement to be entered with the
Clerk, the Clerk-approved escrow agreement shall prevail. Escrow Agent, as escrow agent, is
acting in the capacity of a depository only, and shall not be liable or responsible to anyone for
any damages, losses or expenses unless same shall be caused by the gross negligence or willful
malfeasance of Escrow Agent. In the event of any disagreement among any of the parties to this
Agreement or among them or any of them and any other person, resulting in adverse claims and
demands being made in connection with or for any Property involved herein or affected hereby,
Escrow Agent shall be entitled to refuse to comply with any such claims or demands as long as
such disagreement may continue, and in so refusing, shall make no delivery or other disposition
of any Earnest Money then held by it under this Agreement, and in so doing Escrow Agent shall
not become liable in any way for such refusal, and Escrow Agent shall be entitled to continue to
refrain from acting until (a) the rights of adverse claimants shall have been finally settled by
binding arbitration or finally adjudicated in a court assuming and having jurisdiction of the
Earnest Money involved herein or affected hereby (after all applicable periods for appeal have
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expired), or (b) all differences shall have been adjusted by agreement and Escrow Agent shall °.
have been notified in writing of such agreement signed by the parties hereto. Further, Escrow
Agent shall have the right at any time after a dispute between Seller and Purchaser has arisen, to
pay any Earnest Money held by it into the registry of any court of competent jurisdiction for
payment to the appropriate party, whereupon Escrow Agent's obligations hereunder shall
terminate and Escrow Agent shall be automatically released of any and all obligations. All costs
of the escrow and the Escrow Agent shall be shared equally between Purchaser and Seller.
21. General Provisions. No failure of either party to exercise any power given
hereunder or to insist upon strict compliance with any obligation specified herein, and no custom
or practice at variance with the terms hereof, shall constitute a waiver of either party's right to
demand exact compliance with the terms hereof. This Agreement contains the entire agreement
of the parties hereto, and no representations, inducements, promises or agreements, oral or
otherwise, between the parties not embodied herein shall be of any force or effect. The
Purchaser Proposal and Seller's solicitation have merged into it. Any amendment to this
Agreement shall not be binding upon any of the parties hereto unless such amendment is in
writing and executed by Seller and Purchaser. The provisions of this Agreement shall inure to
the benefit of and be binding upon the parties hereto and their respective heirs, administrators,
executors, personal representatives, successors and assigns. Time is of the essence of this
Agreement. Wherever under the terms and provisions of this Agreement the time for
performance falls upon a Saturday, Sunday, or Legal Holiday, such time for performance shall
be extended to the next business day. This Agreement may be executed in multiple counterparts,
each of which shall constitute an original, but all of which taken together shall constitute one and
the same agreement. The headings inserted at the beginning of each Section are for convenience
only, and do not add to or subtract from the meaning of the contents of each Section. Seller and
Purchaser do hereby covenant and agree that such documents as may be legally necessary or
otherwise appropriate to carry out the terms of this Agreement shall be executed and delivered
by each party at the Closing. This Agreement shall be interpreted under the laws of the State of
Florida.
22: Survival of Provisions. The covenants, representations and warranties set forth
in this Agreement shall survive the Closing.
23. Severability. This Agreement is intended to be performed in accordance with,
and only to the extent permitted by, all applicable laws, ordinances, rules and regulations. If any
provision of this Agreement or the application thereof to any person or circumstance shall, for
any reason and to any extent, be invalid or enforceable, the remainder of this Agreement and the
application of such provision to other persons or circumstances shall not be affected thereby but
rather shall be enforced to the greatest extent permitted by law.
24. Attorneys' Fees. In the event legal action is brought to interpret or enforce this
Agreement, any provision hereof or any matter arising herefrom, the prevailing party shall be
entitled to recover its reasonable costs, fees and expenses, including, but not limited to, witness
fees, expert fees, consultant fees, attorney, paralegal and legal assistant fees, costs and expenses
and other professional fees, costs and expenses at trial or on appeal.
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25. Effective Date. When used herein, the term "Effective Date' or the phrase "the
date hereof' or "the date of this Agreement" shall mean the last date that either Purchaser or
Seller execute this Agreement.
IN WITNESS WHEREOF, Purchaser, Seller, and Escrow Agent have caused this
Agreement to be executed as of the dates set forth.
WI 'E .ES: PURCHASER:
,� Real Estate Pa ers International. LLC
Chi-Zs/try
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Printed name gill itness i l , 7
...... By: /
r r ierii Starkey
E 1,:,k ;, ;, (. ,Vii, ._4_ Title: G
Printed name of witness r2
Date: 57 r
SELLER:
',kip _ Collier County Community Re-Development
Ir'iJness``-1 Nif jr
Agency
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Printed name of irirness`-1
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By: =�?
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TIN NANCE , Chair
Printed name of i itness r.2
Date: 4/26)16
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Approved 's a . . ' nd°e ality
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Jeffrey A.Kla �i �, ounty Attorney ATTEST: . '� ��'��
DINIQH E.,f3ROCK;CLERK
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Item# a Attest as to Chaumai
Agenda ? signature'only., ,
Date
Date 5-p; 0.,i
Recd
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