Agenda 10/25/2016 Item #11B 11.8
10/25/2016
EXECUTIVE SUMMARY
Recommendation to approve the third amendment to the Real Estate Purchase Agreement
approved April 26, 2016, 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 regarding the cell telephone tower relocation.
OBJECTIVE: To address the cell telephone tower encumbrance and continue with the sale of the
Bayshore/Gateway Triangle property.
CONSIDERATIONS: On April 26, 2016 the Board of County Commissioners (Seller), acting
as authority for the Bayshore Gateway Redevelopment Area approved a Real Estate Purchase
Agreement (Agreement) with Real Estate Partners International, LLC (Purchaser) under agenda
Item 14.B.1. Section 7.a. (vi) of the Agreement provides that during the Inspection Period the
Purchaser will
"meet and negotiate with the cell telephone tower tenant on the property concerning the
possible future relocation of the cell telephone tower were the Purchaser to close on the
purchase of the Property and proceed with its planned development. "
The cell telephone tower was identified as an encumbrance during the solicitation of the
property. The Purchaser recognized the encumbrance in the proposal and identified that a
condition precedent to closing would be the
"Successful negotiation with AT&T for commitment to relocate the communication tower
described in the lease contained in Addendum 2 to the RFP at no expense to the REPTRS
Group. Either permanent relocation in advance of building construction or temporary
removal during construction with relocation to the top of the 18-story building is
acceptable if such may be accomplished in an aesthetically pleasing fashion and at no
additional cost to the project or the REPTRS Group. "
During the negotiation of the Agreement, Seller and Purchaser discussed the encumbrance and
agreed that the exact terms of the cell tower relocation would be handled cooperatively during
the Inspection Period. The parties understood that the cell tower relocation negotiations could not
be done unilaterally as the costs associated with the relocation are related to the site planning of
the Purchaser's planned development, the timing of the development, and the tower owner's
ability to continue service. These factors require all three parties to work together in order to
relocate the tower.
Accordingly, the Seller and the Purchaser have agreed to share the burden of the cell tower
relocation under the following terms:
• $500,000 shall be held in escrow from the sale proceeds and be made available for
relocation expenses
o The first $250,000 will come from the Seller's funds in the escrow account
o The next $500,000 up to a total $750,000 will be shared equally dollar for dollar
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10/25/2016
by the Seller and the Purchaser
• Funding required above $750,000 will come from the Seller's funds and be repaid from
the Tax Increment Rebate (TIR) after the project is developed
The Seller's up front commitment is limited to $500,000 and the Purchaser's additional
commitment is $250,000 along with the requirement to cash flow additional expenses above
$750,000. The encumbrance of the cell telephone tower site is a restrictive development
impediment that will remain on the property until 2024 unless the parties can agree to relocate
the tower cooperatively. The burden and expense of relocation would need to be addressed with
any potential buyer. Considering these factors, staff recommends the cost sharing approach and
will work cooperatively with the Purchaser and the cell telephone tower owner to facilitate the
relocation.
FISCAL IMPACT: The net proceeds from the sale may be reduced by $500,000 and additional TIR
funds may be due back to the Purchaser after the project is developed.
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 reviewed by the County Attorney, is approved as to
form and legality,and requires majority vote for approval. -JAK
RECOMMENDATION: Recommendation to approve the third amendment to 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 regarding the cell telephone tower relocation.
Prepared by:Nick Casalanguida,Deputy County Manager
ATTACHMENT(S)
1.4-26-16 Item 14-B-1 Signed (PDF)
2.Purchaser Signed THIRD AMENDMENT10 18 16 (PDF)
3.THIRD AMENDMENT REAL ESTATE PURCHASE AGREEMENT(clean) (DOCX)
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11.B
10/25/2016
COLLIER COUNTY
Board of County Commissioners
Item Number: 11.B
Item Summary: Recommendation to approve the third amendment to the Real Estate Purchase
Agreement approved April 26, 2016, 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 regarding the cell telephone tower relocation. (Nick
Casalanguida,Deputy County Manager)
Meeting Date: 10/25/2016
Prepared by:
Title: Executive Secretary to County Manager—County Manager's Office
Name: MaryJo Brock
10/19/2016 8:55 AM
Submitted by:
Title: County Manager—County Manager's Office
Name: Leo E. Ochs
10/19/2016 8:55 AM
Approved By:
Review:
Office of Management and Budget Valerie Fleming Level 3 OMB Gatekeeper Review Completed 10/19/2016 9:01 AM
County Attorneys Office MaryJo Brock Level 3 County Attorney's Office Review Skipped 10/19/2016 10:49 AM
Budget and Management Office MaryJo Brock Additional Reviewer Skipped 10/19/2016 10:50 AM
County Manager's Office Leo E.Ochs Level 4 County Manager Review Completed 10/19/2016 11:06 AM
Board of County Commissioners MaryJo Brock Meeting Pending 10/25/2016 9:00 AM
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REAL ESTATE PURCHASE AGREEMENT
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
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a)
A. Seller, a public body, is the fee simple owner of real property Iocated in Collier
County, Florida. containing approximately 5.27 acres more or less with entitlements permitting —a,
development thereon and being more particularly described in Exhibit A attached hereto and by a)
this reference made a part hereof(the"Property");
B. The Property is located in the designated Bayshore/Gateway Triangle Community c'
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 ai
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. m
NOW, THEREFORE. for and in consideration of the premises, the mutual covenants N
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: a,
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1. Recitals. The foregoing recitals are true and correct and are incorporated herein co
by this reference.
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2. Agreement to Buy and Sell.
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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 E
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, Q 1
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.
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 (550,000.00) (said amount being referred to as the Initial Earnest Money. The Initial c
Earnest Money, as well as the Additional Earnest Money defined below, will be held by Escrow a
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 E
returned to Purchaser in accord with the terms of this Agreement. o
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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 cc
"Additional Earnest Money") so that the total Earnest Money at that point equals Six Hundred a�
Thirty Seven Thousand Two Hundred Ninety-Five and 90/100 Dollars (5637,29+.90) to be
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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 15.
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 M
Agreement.
4. Purchase Price.
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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
(56,372,959.00). a�
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b. Method of Payment. At the time of Closing, Purchaser shall pay the t
Purchase Price as Seller shall direct by wire transfer of immediately available funds or by locally 4
drawn bank cashier's check, toward which the Earnest Money previously paid by Purchaser shall c
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he credited and subject to appropriate credits, adjustments and prorations as provided in this
Agreement.
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
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Property with its agents, representatives and designees as needed to inspect, examine, survey and
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, a,
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 a
restore the Property to its condition existing on the date of this Agreement less normal fair wear o.
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
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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 m
Section shall survive the Closing or any termination of this Agreement. ti
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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). to
6. Survey and Title Matters. v
a. Survey. Purchaser may, at its cost, prior to Closing obtain a current a
survey of the Property ("the Survey") prepared by a registered land surveyor, licensed in the c
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
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 Q
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 I 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 a)
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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 2
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, N
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 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. 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; c
(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 cello.
telephone tower were Purchaser to close on the purchase of the Property and proceed with its iu"
planned development; (vii) evaluate the ability to obtain various CRA benefits that may be a
available. including but not limited to, approval for Tax Increment Financing respecting the a
Property; and (viii) prepare and evaluate applications with Collier County, in its governmental as
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,
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9(a)(iv) and 9(a)(v) and to obtain various CRA benefits that may he 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 a
its sole and absolute discretion, by written notice to Seller delivered on or before the expiration 8
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 ti
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 a)
Purchaser's expense, have the Property tested and inspected to determine if the Property contains a)
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 E
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. -aa
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 thisu.
circumstance, Seller must advise Purchaser in writing within ten business (10) days after receipt 2
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 co
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. c
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 cu
approval for the purposes of the land entitlement process. cNo
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 E
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
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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 c
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 a�
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 to
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 ca
fifteen (15) business days); (ii) cause the applications for amendments to the Collier County o
Growth Management Plan and Land Development Code, to be processed concurrently with c
Purchaser's application to rezone the Property; and (iii) permit any amendment to the Collier m
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 . N
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 0
ultimately occur outside the twelve (12) month processing goal, and agree there is no outside a�
date for closing so long as Purchaser is pursuing the entitlements in an expeditious and timely 'v�
manner consistent with the standards set forth herein. Closing shall be scheduled and occur in m
accordance with Paragraph 11(a), below, based on the timing of all such approvals by the Collier 4
County Board of County Commissioners. E
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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 (2,
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 CIose- Seller Covenants.
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 c
any adverse environmental condition affecting the Property provided that this condition Q
precedent shall not apply in the event that such change were to have been caused directly or c
indirectly by Purchaser or Purchaser's agents. E
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(ii) From and after the Effective Date, there shall not have been or be 7-6
any moratoriums in effect or be proposed that would delay use of any approvals, permits and 0
entitlements pertaining to the Property, or prevent, restrict or delay the ability to develop the ce
Property as then approved, permitted, zoned and entitled. rn
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(iii) From and after the Effective Date, there shall not have been or be 1-
any adverse change in the condition of Seller's title to the Property or the physical condition of 3
the Property and all existing entitlements, peiuiits and approvals remain in full force and effect ;;
and unmodified, except as provided herein. t�
a)
(iv) The Property, together with any adjoining land as Purchaser may .°c
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 �r,
Land Use Entitlement Conditions, outlined in Exhibit E The Land Use Entitlement Condition N
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 c
able to include any land other than the Property in its proposed rezoning of the Property and as in
part of its Land Use Entitlement Condition, and for the approval thereof to be a condition
precedent, the following conditions must apply: m
(1) The owner/seller of such other or adjoining land must agree aa)
in writing that if the requested rezoning of the Property, together with such other or adjoining ce
land is approved and thereafter the Purchaser does not close on the purchase of the Property in N
accord with the terms of this Agreement that the Seller and the Board of County Commissioners v
of Collier County shall have the right to reverse the rezoning of the Property and of any such c
other or adjacent land and to return it to the zoning as existed prior to the rezoning initiated by E
Purchaser under this Agreement; LI
Zi
(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.
Page 8 of 22
Packet Pg.331
3
11.B.a
1481
(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_ c
rn
(viii) Any other conditions precedent set forth elsewhere in this
Agreement.
o.b. In the event that any of the foregoing conditions precedent to Closing are d
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 cc
Development Code, then, in such event, Purchaser shall have the option of: (i) waiving the a.)
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
ca
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). a
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
ct
successive 30 day periods up to a total of 6 months after the end of such 18 month period. .
N.
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10. Land Use Entitlement Condition and Property Benefit Approval.
a)
c
As specified in Sections 8 and 9(a)(iv), Purchaser shall have the right, prior to °'
�n
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 a;
applications. Seller agrees to execute such authorizations, designations of agents and approvals co
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, v
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. Q
a. Closing Date. The closing (the ``Closing") shall be held on or before
fifteen (1 5) 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
Page 9 of 22
Packet Pg. 332
14i1.B.a
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 Q
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. o
b. Conveyance of Title/Assignments/Deliveries at Closing. At the Closing, CD
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 ai
shall also provide Purchaser with assignments. with consents as needed, of any and allca
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 3
such documents (including, but not limited to resolutions, certificates of good standing and a;
certificates of authority as may be necessary to carry out the terms of this Agreement) shall be tas
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 c
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 °0
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 N
Seller is exempt from withholding tax on the Purchase Price under FIRPTA. Seller shall also -0
provide Purchaser with an estoppel letter from the cell telephone tower tenant confirming: (i) the c
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 N
general assessment rates and valuations with respect to the Property. Special assessments or �e
liens therefor pertaining to capital improvements that benefit the Property which: (i) have been c
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.
Page 10 of 22
Packet Pg.333
11.B.a
1481
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 a,
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 —a,
connection with the sale of the Property. In the event the covenant is violated, Purchaser, or its -�a
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.
cc
12. Post-Closing Maintenance Covenant. Following Closing, Purchaser agrees that
13.
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.
N
N
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 c
Starkey and F. Fred Pezeshkan. a)
in
14. Possession of Property. Seller shall deliver to Purchaser full and exclusive m
possession of the Property on the Closing Date.
E
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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) 6
canceling this Agreement and receiving a refund of the Total Earnest Money, whereupon both v
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 c
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 `t
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
Page 11 of 22
Packet Pg. 334
11.B.a
1 481
further obligations under this Agreement except those that explicitly survive teiruination 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.
0
b. Seller's U.S. Taxpayer Identification Number is 59-6000558 and no -63
withholding of sale proceeds is required with respect to Seller's interest in the Property under
Section 1445(a)of the Internal Revenue Code.
5)
c. There are no present violations of any ordinances, regulations, laws or
statutes of any governmental agency related to the Property or improvements thereon. F-
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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.
`o
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. M
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f. There is no litigation pending against or respecting the Property.
a)
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 °P
following Closing.
a>
h. To the best of Seller's knowledge there is no hazardous or toxic waste or u,
contamination located on the Property.
Notwithstanding anything in this Section 16 or the other provisions of this Agreement to the c
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 c
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
Page 12 of 22
Packet Pg. 335
11.B.a
4 fir-
Seller as its sole and exclusive remedy, in lieu of all others, as liquidated damages and in full
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.
a)
w
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 o
option, and as its sole and exclusive remedies in lieu of all others require that the Total Earnest a,
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.
C)
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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 all 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 2°
agent. broker or finder, engaged by Purchaser, whether or not meritorious, for any fee, R
commission or other compensation with respect to this Agreement or to the sale and Purchase of m
the Property contemplated hereby.
N
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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 freea,
and harmless from and against any and all liability, loss, cost, damage and expense, including but 05
not limited to attorneys' fees and costs of litigation both prior to and on appeal, which Purchaser m
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
Packet Pg. 336
11.B.a
1 48 1
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
m
To Seller: Collier County Community Redevelopment Agency o
Attn: Leo E, Ochs Jr, County Manager
3299 Tamiami Trail East#202
Naples, FL 34112
Telephone: (239) 252-8383
as
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 2
Naples. FL 34112-5749
Telephone: (239) 252-8400 m
Facsimile: (239) 774-0225 ti
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or to such other address as either party hereto shall, from time to time, designate to the other -o
party by notice in writing as herein provided.
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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 4
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 v
Agreement or among them or any of them and any other person, resulting in adverse claims and c
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
Pape 14 of 22
Packet Pg. 337
11.B.a
1 4 I
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
teiniinate 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 s,
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 co
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 °0
Purchaser do hereby covenant and agree that such documents as may be legally necessary or rti,
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. d
a) •
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22. Survival of Provisions. The covenants, representations and warranties set forth
in this Agreement shall survive the Closing. m
4
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 co j
provision of this Agreement or the application thereof to any person or circumstance shall, for cb
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. E
E
24. Attorneys' Fees. In the event legal action is brought to interpret or enforce this Q
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.
Page 15 of 22
Packet Pg.338
1 4 B 11.B.a
-IL
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 Eserov, Agent have caused this
Agreement to be executed as of the dates set forth.
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WIThE ES: PURCHASER:
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Real Estate Partners International. EEC
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Printed name 011/Itne 5 S.'1 ......,1 .../ ,,
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By:
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SELLER: ..c
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Collier County Community Re-Development
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Agency
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['railed 1161171< of111111C IS-1 . /
By:
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Date: 4/76J16 4
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Approved :s I is'T . 'il legality •,:r
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Jeffrey A. Kla it I, .;,';.1 ounty Attorney ATTEST: ' -
DWIGHT E„f3RocK,CLERK
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signature'only.,
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Date +liaio
Date 5-1 hit,
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,A Pace 16 of 22
Deputy 311 II Packet Pg. 339
.1 4 11.B.a
EXHIBIT A
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Page 17 of 22
Packet Pg.340
11.B.a
4
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Parcel 1: Property ID#77510240008, having a physical address of 1936 Davis Boulevard
Lots 5 through 11, inclusive, of Triangle Lake, according to the map or plat thereof recorded in
Plat Book 4, Page 38, of the Public Records of Collier County, Florida, Less and excepting
therefrom that portion thereof previously conveyed to the State of Road Department of the State
of Florida by deed of conveyance recorded in Deed Book 16, Pages 163 and 164, of the Public
Records of Collier County, Florida.
U
Less the following described parcel:
Those portions of Lots 5 and 6, Triangle Lake, a subdivision in Section 11, Township 50 South,
Range 25 East, as per plat thereof recorded in Plat Book 4, Page 38, Public Records of Collier
County Florida, being described as follows:
a)
Commence at the northwest corner of said Lot 6; thence along the west line and southerly
et
extension of said Lot 6, south 00 degrees 33'46'' East, 245.26 feet to the northerly existing right
of way line of State Road 90 (US 41) (per Section 03010-2116) for a Point of Beginning; thence
along said southerly extension and west line North 00 degrees 33'46" West. 24.82 feet to the
beginning of a curve concave southwesterly; thence along the arc of said curve the right, having
a radius of 11,529.16 feet, a central angle of 00 degrees 47'18.3-. an arc length of 158.65 feet,
the chord for which bears South 53 degrees 53'54" East to the east line of said Lot 5 and the end is
of said curve; thence along said east line and southerly extension South 37 degrees 59'11" West
20.01 feet to said northerly existing right of way line and the beginning of a curve concave
southwesterly; thence along said northerly existing right of way line,the arc of said curve to the
left, having a radius of 11,509.16 feet, a central angle of 00 degree 42'45.9", an arc length of
143.17 feet, the chord for which bears North 53 degree 51'48": West to the end of said curve and
the Point of beginning. N
Parcel 2: Folio ID #77510280000, having a physical address of 2000 Davis Boulevard and C
Parcel 3: Folio ID#77510320009, having a physical address of 2054 Davis Boulevard
in
Lots 12, 13, 14, and 15, Triangle Lake Subdivision, as platted and recorded in Plat Book 4, Page
38, Public Records of Collier County, Florida_
a)
Parcel 4: Folio ID #7751020006, having a physical address of 1933 Tamiami Trail East
Lot 4, Triangle lake Subdivision as platted and recorded in the Public Records of Collier County, `;'
Florida, in Plat Book 4. Page 38. c
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E
Parcel 5: Folio ID #00388480009, having a physical address of 1965 Tamiami Trail East
A lot or parcel of land in the East half of the Northwest quarter of the Northwest quarter, lying
North of Tamiami Trail, of Section 11, Township 50 South of Range 25 East. Collier County,
Florida, being specifically described as follows:
Packet Pg. 341
11.B.a
From the point of intersection of the west boundary line of the East half of the Northwest quarter
of the Northwest quarter, lying North of the Tamiami Trail (formerly known as Dixie Highway),
of Section 11, Township 50 South, Range 25 East, Collier County. Florida, with the
Northeasterly right of way line of the said Tamiami Trail run in a Southeasterly direction for
298.29 feet along the said Northeasterly right of way line, to establish the point of beginnings,
thence from the point of beginning deflect 90 degrees from Southeasterly to Northeasterly and
run 338.2 feet, thence deflect 1 1 3 degrees 30'10" from Northeasterly to Northwesterly and run
107.18 feet thence deflect 66 degrees 29'50" from Northwesterly to Southwesterly and run
295.46 feet to the said Northeasterly right of way line of said Tamiami Trail, thence in a
Southeasterly direction run 98.29 feet along the said Northeasterly right of way line to the point
of beginning. The above described property containing 0.71 acres, more or less.
Parcels#4 and #5 Less and Except:
That portion of Lot 4, Triangle Lake, a subdivision, as per plat thereof recorded in Plat Book 4,
Page 38, Public Records of Collier County, Florida, and that portion of the northwest %4, all a,
being in Section 11. Township 50 South, Range 25 East.
Being described as follows: a
Commence at the northwest corner of Lot 6 of said Triangle Lake, thence along the west line and 0
the southerly extension of said Lot 6, South 00 degrees 33'46" East, 307.41 feet to the survey
base line of' State Road 90 (US 41) and to the beginning of a curve concave southwesterly;
thence along said survey base line, the arc of said curve to the right, having a radius of 11,459.16
feet, a central angle of 00 degrees 31'43'', an arc length of 105.72 feet, the cord of which bears 00
South 53 degrees 46'16" East to the end of said curve, thence North 36 degrees 29'35" East,
50.00 feet to the intersection of the southerly extension of the west line of said Lot 4 and the
northerly existing right of way line of said State Road 90 (US 41) (per Section 03010-2116) for a -a
Point of beginning; thence along said southerly extension and said west line North 37 degrees c
59'11" East, 20.01 feet to the beginning of a curve concave southwesterly; thence along the arc
of said curve to the right, having a radius of 11,529.16 feet, a central angle of 00 degrees m
44'11.6", an arc length of 148.21 feet, the chord for which bears South 53 degrees 08'09" East to 4
the end of said curve; thence South 37 degrees 59'11" West, 20 feet to said northerly existing
right of way line and the beginning of a curve concave southwesterly; thence along said a;
northerly existing right of way line, the arc of said curve to the left, having a radius of 11,509.16 to
feet, a central angle of 00 degrees 44'16.2-, an arc length of 148.21 feet, the chord for which N
bears North 53 degrees 08'16" West to the end of said curve and the Point of beginning. 4
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Parcel#6: Folio ID #0038840007, having a physical address of 1991 Tamiami Trail East
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A lot or parcel of land in the East half of the Northwest quarter of the Northwest quarter, lying
North of the Tamiami Trail, of Section 11 in Township 50 South, Range 25 East, Collier County,
Florida being specifically described as follows:
From the point of intersection of the West boundary line of the East half of the Northwest quarter
of the Northwest quarter, lying North of the Tamiami Trail (formerly known as Dixie Highway),
Packet Pg. 342
14L11.B.a
of Section 11 in Township 50 South, Range 25 East, Collier County, Florida, with the
Northeasterly right of way line of the said Tamiami Trail run in a Southeasterly direction for
396.58 feet along said Northeasterly right of way line, to establish the Point of Beginning; thence
from the Point of Beginning deflect 90 degrees from the Southeasterly to the Northeasterly and
run 322.02 feet; thence deflect 43 degrees 39 minutes 10 seconds, from the Northeasterly to the
Northerly and run 57.48 feet; thence deflect 69 degrees 51 minutes 00 seconds from Northerly to
Northwesterly and run 63.91 feet; thence deflect 66 degrees 29 minutes 50 seconds from
Northwesterly to Southwesterly and run 338.2 feet to the said Northeasterly right of way line of
said Tamiami Trail; thence in a southeasterly direction run 98.29 feet along said Northeasterly cs,
right of way line the Point of Beginning. The above described property contains .073 acres more
or less. w
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AND LESS AND EXCEPT
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That portion of the Northwest 1 of Section 11, Township 50 South, Range 25 East, Collier
County, Florida,being described as follows: a+
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Commence at the northwest corner of Lot 6 of said Triangle Lake; thence along the west line and
the southerly extension of said Lot 6, South 00 degrees 33'46" East 307.41 feet to the survey
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base of State Road 90 (US 41) and to the beginning of a curve concave southwesterly: thence
along said survey base line, the arc of said curve to the right, having a radius of 11,459.16 feet, a
central angle of 01 degrees 15'59.2", an arc length of 253.29 feet, the chord for which bears a�
South 53 degrees 24'08" East to the end of said curve; thence North 37 degrees 13'52" East. 8
50.00 feet to the northerly existing right of way line of said State Road 90 (US 41) (per Section
03010-2116) for a Point of Beginning; thence North 37 degrees 59'11" East 20.00 feet to the cn
beginning of a curve concave southwesterly; thence along the arc of said curve to the right,
having a radius of 11,529.16 feet, a central angle of 00 degrees 29'17.3", an arc length of 98.22
feet, the chord for which bears south 52 degrees 31'25" East to the end of said curve; thence
south 37 degrees 59'11" West, 20.00 feet to said Northerly existing right of way line and the
beginning of the curve concave southwesterly; thence along said northerly existing right of way cn
in
line, the arc of said curve to the left, having a radius of 11,509.16 feet, a central angle of 00
degrees 29'20.3", an arc length of 98.22 feet, the cord which bears north 52 degrees 31'28" west
4
to the end of said curve and the point of beginning. Containing 1,964 square feet.
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EXHIBIT B
Purchaser Proposal
Proposal from Real Estate Partners International, LLC in response to Solicitation 16-6548, Sale
of Gateway Triangle Parcels, dated December 15. 2015, or as amended through the inspection
period or this Agreement, a copy of which can be found attached to this Agreement:
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EXHIBIT C
Documents to be Delivered
Any available records, legal documents and other information in Seller's possession or under the
control of Seller concerning the Property, including, but not limited to, surveys, title insurance
policies, documents listed as Schedule B exceptions in Seller's title insurance policy, leases
encumbering the Property or a portion thereof, rent rolls, permits, approvals, plans and
specifications, covenants, conditions and restrictions, public and private easements, soil tests.
environmental assessment reports (Phase I and Phase II), stormwater co-op agreements. tax
differential agreements. documents concerning pending or threatened legal actions, and notices a)
of violations of laws. if any.
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Page 19 of 22
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EXHIBIT D
Permitted Encumbrances
Any matters to be shown on the Title Commitment referenced in Section 6(b)to which
Purchaser does not timely object in accord with such Section 6(b).
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EXHIBIT E
Land Use Entitlement Conditions
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 Gateway Triangle Mixed
Use Overlay District Mixed Use Sub-District (GTMUD-MXD) to increase the permitted
residential density of the Property from twelve (12) residential units per acre to twenty-six (26) c
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units per acre. Q
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Any amendments to the Collier County Growth Management Plan and/or the Collier County E
Land Development Code and GTMUD-MXD required to change the permitted building. height o
on the Property for residential and hotel uses from 112 feet to 200 feet (not to exceed 18 stories), 73
or lesser amount as agreed upon during the Inspection Period, as well as any related changes to a
accommodate the development of the Property outlined in the Purchaser Proposal. w
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EXHIBIT F
Property Benefits To Be Received By Purchaser
1. All existing impact fee credits that run with the Property.
2. Existing Voluntary Cleanup Tax Credits held by Seller issued and dated July 1. 2013 and
July 14, 2014, in the respective amounts of$28,168.55 and $26,979.38.
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3. The right to transport and discharge stormwater generated on the Property into a Collier
County owned retention pond located east of Commercial Drive between Lee Street and a)
Linwood Avenue, including the right to use all existing Collier County easements. rights
of way, infrastructure in place with capacity such as pipes and lines, as deteui)ined to the
satisfaction of Purchaser and Seller during the Inspection Period subject to SFWMD -aa
permitting approvals
4. Exemption from required on Property site pre-treatment of storm water so long as the on 13)
Property site impervious surface is not more than 70%, as determined to the satisfaction
of Purchaser and Seller during the Inspection Period subject to SFWMD peiniitting
approvals
5. Collier County documented approval of a Tax Increment Rebate agreement equal to fifty
percent (50%) of the new annual applicable increment for the ten 10
pP ( ) year period
following completion of the final phase of building construction on the Property. Base _c°
Taxable value shall be calculated by the assessed value of the Property as of closing date.
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THIRD AMENDMENT REAL ESTATE PURCHASE AGREEMENT
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THIS THIRD AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT
("Amendment") is made and entered into this day of October, 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 approved April 26, 2016 and dated May 9, 2016, as previously
amended by that certain Amendment to Real Estate Purchase Agreement dated September 27,
2016, as well as by that certain letter agreement dated October 5, 2016 confirming an
administrative extension of the Inspection Period as ratified by Seller on October 11, 2016
(collectively,the"Agreement") is modified in the following respects:
1. Purchaser and Seller acknowledge that, until relocated, the cell tower located on
the Property will prohibit Purchaser's intended development of the Property and that Purchaser's
Proposal, as referenced in the Agreement, contemplated that Purchaser would not have to bear
the cost of its relocation. The Purchaser and the Seller discussed the encumbrance of the cell
tower during the negotiation of the Agreement and concurred that the details of eliminating the
encumbrance would be settled during the due diligence period as both the Purchaser and Seller
recognized that the relocation must be done cooperatively. It is further understood that Purchaser
has had discussions with the cell tower owner/operator/lessee who has tentatively agreed to
relocate the cell tower offsite temporarily during construction or permanently and that any future
discussions with the cell tower owner/operator/lessee will include a Seller's representative.
Purchaser and Seller recognize that reaching an agreement with the cell tower
owner/operator/lessee for the relocation of the cell tower is necessary in order to proceed with
the development of the Property. Accordingly, obtaining such an agreement in writing shall be a
condition to Closing and Section 9.a. of the Agreement is hereby amended to add as a new
subsection (ix) the following: Purchaser, Seller and the owner/operator/lessee of the cell tower
on the Property have entered into a binding agreement concerning the relocation of the cell tower
off the Property or within the Property, but in a manner that does not interfere with Purchaser's
planned development of the Property.
2. In the event costs are incurred by the owner of the Property in connection with the
relocation of the cell tower, Purchaser and Seller hereby agree that, if Purchaser were to close on
the purchase of the Property, then after Closing, they will share the cost to relocate the cell tower
located on the Property as follows:
a. $500,000.00 shall be withheld at Closing from Seller's net sales proceeds and
retained in escrow by Old Republic National Title Insurance, as escrow agent
(the"Escrow Account");
b. Any and all costs to relocate the cell tower up to the first $250,000.00 shall be
borne solely by Seller and paid out of the Escrow Account;
c. In the event the costs to relocate the cell tower exceed $250,000.00, any and
all costs in excess of such $250,000.00, up to $750,000.00, shall be borne
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equally between Purchaser and Seller. Seller's equal share of such costs will
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be paid out of the Escrow Account. Seller shall not be required to pay any °-
additional monies over and above the Escrow Account, except as provided in
Section e, below;
d. In the event the costs to relocate the cell tower exceed $750,000.00, any costs
in excess of such$750,000.00 shall be paid solely by Purchaser; and
e. Provided, however, in the event Purchaser does incur any costs in excess of
such $750,000.00, then the Tax Increment Rebate ("TIR") (as identified in
Exhibit F to the Agreement) for the Property shall be increased from 50% to
100% until such time as Purchaser has been reimbursed, by such increased
50% share of the TIR, for all costs in excess of the $750,000.00. Once fully
reimbursed, the TIR share shall be reduced back to 50% for the remaining
balance of the TIR's ten(10)year duration.
3. Section 1l.a. of the Agreement is modified to provide that in the event the
condition in Section 9.a.(ix) is not satisfied by the time for Closing, then Purchaser may
unilaterally elect to extend the date of Closing until such condition is satisfied.
4. The terms of Section 2 of this Amendment shall survive Closing.
5. Except as hereby modified,the Agreement remains in full force and effect.
Executed as of the day and year written below.
SELLER: PURCHASER:
Collier County Community Re-Development Real Estate Partners International, LLC
Agency
By: By:
Tim Nance, Chair .err' tarkey, EO
Dated: Dated: c-7/,p
11.B.c
V
THIRD AMENDMENT REAL ESTATE PURCHASE AGREEMENT
THIS THIRD AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT c
("Amendment") is made and entered into this day of October, 2016, by and between E
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"). re
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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 approved April 26, 2016 and dated May 9, 2016, as previously 3
amended by that certain Amendment to Real Estate Purchase Agreement dated September 27,
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2016, as well as by that certain letter agreement dated October 5, 2016 confirming an
administrative extension of the Inspection Period as ratified by Seller on October 11, 2016
(collectively, the "Agreement") is modified in the following respects: c
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1. Purchaser and Seller acknowledge that, until relocated, the cell tower located on 00
the Property will prohibit Purchaser's intended development of the Property and that Purchaser's M
Proposal, as referenced in the Agreement, contemplated that Purchaser would not have to bear
the cost of its relocation. The Purchaser and the Seller discussed the encumbrance of the cell
tower during the negotiation of the Agreement and concurred that the details of eliminating the
7.5
encumbrance would be settled during the due diligence period as both the Purchaser and Seller
recognized that the relocation must be done cooperatively. It is further understood that Purchaser
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has had discussions with the cell tower owner/operator/lessee who has tentatively agreed to w
relocate the cell tower offsite temporarily during construction or permanently and that any future Lu
discussions with the cell tower owner/operator/lessee will include a Seller's representative.
Purchaser and Seller recognize that reaching an agreement with the cell tower w
owner/operator/lessee for the relocation of the cell tower is necessary in order to proceed with
the development of the Property. Accordingly, obtaining such an agreement in writing shall be a v
condition to Closing and Section 9.a. of the Agreement is hereby amended to add as a new re
subsection (ix) the following: Purchaser, Seller and the owner/operator/lessee of the cell tower a
on the Property have entered into a binding agreement concerning the relocation of the cell tower
off the Property or within the Property, but in a manner that does not interfere with Purchaser's
co
planned development of the Property.
2. In the event costs are incurred by the owner of the Property in connection with the re
relocation of the cell tower, Purchaser and Seller hereby agree that, if Purchaser were to close on
the purchase of the Property, then after Closing, they will share the cost to relocate the cell tower
2
located on the Property as follows:
a. $500,000.00 shall be withheld at Closing from Seller's net sales proceeds and w
retained in escrow by Old Republic National Title Insurance, as escrow agent
(the "Escrow Account"); re
b. Any and all costs to relocate the cell tower up to the first $250,000.00 shall be
borne solely by Seller and paid out of the Escrow Account;
c. In the event the costs to relocate the cell tower exceed $250,000.00, any and
all costs in excess of such $250,000.00, up to $750,000.00, shall be borne
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11.B.c
equally between Purchaser and Seller. Seller's equal share of such costs will
be paid out of the Escrow Account. Seller shall not be required to pay any
additional monies over and above the Escrow Account, except as provided in
Section e, below;
d. In the event the costs to relocate the cell tower exceed $750,000.00, any costs
in excess of such $750,000.00 shall be paid solely by Purchaser; and >
e. Provided, however, in the event Purchaser does incur any costs in excess of a
such $750,000.00, then the Tax Increment Rebate ("TIR") (as identified in ce
Exhibit F to the Agreement) for the Property shall be increased from 50% to a,
100% until such time as Purchaser has been reimbursed, by such increased a
50% share of the TIR, for all costs in excess of the $750,000.00. Once fully
reimbursed, the TIR share shall be reduced back to 50% for the remaining
balance of the TIR's ten (10)year duration. ;;
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3. Section 11.a. of the Agreement is modified to provide that in the event the
condition in Section 9.a.(ix) is not satisfied by the time for Closing, then Purchaser may
unilaterally elect to extend the date of Closing until such condition is satisfied.
4. The terms of Section 2 of this Amendment shall survive Closing. N
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5. Except as hereby modified, the Agreement remains in full force and effect.
Executed as of the day and year written below.
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SELLER: PURCHASER:
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Collier County Community Re-Development Real Estate Partners International, LLC
Agency
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By: By: co
Tim Nance, Chair Jerry Starkey, CEO
Dated: Dated:
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