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Backup Documents 03/19/2003 CRA COMMUNITY REDEVELOPMENT AGENCY (BOARD OF COUNTY COMMISSIONERS) REGULAR MEETING MARCH 19, 2003 NapLes DaiLy News NapLes, FL 34102 Affidavit of PubLication NapLes Daily News BOARD OF COUNTY COMMISSIONERS CHERI LEFARA PO BOX 413016 NAPLES FL 34101-3016 REFERENCE: 001230 111138318649 58623786 NOTICE OF PUBLIC NEE State of FLorida County of Collier Before the undersigned authority, personally appeared Angels Bryant, who on oath says that she serves as Assistant Secretary of the Naples Daily News, a daily newspaper published at Naples, in Collier County, FLorida: that the attached copy of advertising was published in said newspaper on dates Listed. Affiant further says that the said Naples Daily News is a newspaper published at Naples, in said Collier County, FLorida, and that the said newspaper has heretofore been continuously published in said Collier County, FLorida, each day and has been entered as second class mail ~atter at the post office in Naples, in said Collier County, FLorida, for a period of I year next preceding the first publication of the attached copy of advertisement; and affiant further says that she has neither paid nor promised any person, firm or corporation any discount, rebate, commission or refund for the purpose of securing this advertisement for pubLiction in the said newspaper. PUBLISNEO ON: 03/16 AD SPACE: 75.000 INCH FILED ON: 03/17/03 .................... Sworn to and Subscribed {b~ef~ me ;>~ .:,,, Donna Chesney / I ? ~..~.. "~ My Commiss,on DD056336 U NOTICE OF PUBLIC MEETING · COLLIER COUNTY · COMMUNITY REDEVELOPMENT AGENCY~ COLLIER COUNTY, FLORIDA Wednesday, March 19,2003 9:00 A,M. Notice Is hereby giver that the Collier Count~ Community Redevelop ment Agency (CRA) wll meet n the Board o CountY Commlsslonerh Chambers on the Thlr¢ F oar of the W Harmo~ Turner Build no (Bull ding F) at the Collie County Governmen Complex. 3301 East To miami Trail, Nople~ Florida, to conduct th buslrmss of the Commu:J ~ Rte d ~ Vet~l~t. trnT~ Agency at the aoovel' stated time and date. { Copies of the agenda{. for sa d meeting will bel made available fo thai press and may be ob. rained at the Publ{c in.; formation Office, ocat. ed on the Flrst Flaor ol ' the W. Harmon Turner BUl ding or at the Com-I mun{tv Development &{. Environmental Services{' Admln stratton office atl 2800 N. Horseshoe Drive / Any person who decides| to appeal a decision off this Agency will need a/ record of the proceed- ings pertaining thereto, and therefore may need to ensure that a verba- tim record of the pro- ceedings Is made, whic. h record Includes the tes~- many and evidence upo~ which the appeal Is to be based. COMMUNITY REDE. VELOPMENT AGENCY COLLIER COUNTY FLORIDA Donna Flala, Chairperson DWIGHT E. BROCK CLERK By: /s/ Maureen Ken yon,DeputY Clerk /~arch 15 NO. 98615 COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY AGENDA March 19, 2003 9:00 a.m. NOTICE: ALL PERSONS WISHING TO SPEAK ON ANY AGENDA ITEM MUST REGISTER PRIOR TO SPEAKING. SPEAKERS MUST REGISTER WITH THE COUNTY MANAGER PRIOR TO THE PRESENTATION OF THE AGENDA ITEM TO BE ADDRESSED. ANY PERSON WHO DECIDES TO APPEAL A DECISION OF THIS BOARD WILL NEED A RECORD OF THE PROCEEDINGS PERTAINING THERETO, AND THEREFORE MAY NEED TO ENSURE THAT A VERBATIM RECORD OF THE PROCEEDINGS IS MADE, WHICH RECORD INCLUDES THE TESTIMONY AND EVIDENCE UPON WHICH THE APPEAL IS TO BE BASED. ALL REGISTERED PUBLIC SPEAKERS WILL BE LIMITED TO FIVE (5) MINUTES UNLESS THE TIME IS ADJUSTED BY THE CHAIRMAN. IF YOU ARE A PERSON WITH A DISABILITY WHO NEEDS ANY ACCOMMODATION IN ORDER TO PARTICIPATE IN THIS PROCEEDING, YOU ARE ENTITLED, AT NO COST TO YOU, TO THE PROVISION OF CERTAIN ASSISTANCE. PLEASE CONTACT THE COLLIER COUNTY FACILITIES MANAGEMENT DEPARTMENT LOCATED AT 3301 EAST TAMIAMI TRAIL, NAPLES, FLORIDA, 34112, (239) 774-8380; ASSISTED LISTENING DEVICES FOR THE HEARING IMPAIRED ARE AVAILABLE IN THE COUNTY COMMISSIONERS' OFFICE. _ 1. PLEDGE OF ALLEGIANCE 2. ADOPTION OF AGENDA e BRIEF ADDRESS (5 MINUTES EACH) FROM EACH ADVIJORY BOARD CHAIRMAN- BILL NEAL, BAYSHORE/GATEWAY TRIANGLE LOCAL DEVELOPMENT ADVISORY BOARD AND FRED N. THOMAS, JR., IMMOKALEE LOCAL REDEVELOPMENT ADVISORY BOARD. March 19, 2003 4. GENERAL ITEMS FOR CONSIDERATION e Se Ae RECOMMENDATION THAT THE COMMUNITY DEVELOPMENT AGENCY HOLD ANNUAL OFFICER ELECTIONS AND ELECT A NEW CHAIRMAN AND VICE CHAIRMAN. BAYSHORE/GATEWAY TRIANGLE COMPONENT REDEVELOPMENT AREA ITEMS A. STAFF UPDATES AND REPORT Be RECOMMENDATION THAT THE COMMUNITY REDEVELOPMENT AGENCY (CRA) BOARD REVIEW THE PROPOSAL RECEIVED FOR THE GATEWAY "MINI-TRIANGLE" CATALYST REDEVELOPMENT PROJECT AND RENDER A DECISION REGARDING THE PROPOSAL. IMMOKALEE COMPONENT REDEVELOPMENT AREA ITEMS A. STAFF UPDATES AND REPORT Be Ce RECOMMENDATION THAT THE COMMUNITY REDEVELOPMENT AGENCY (CRA) APPROVE THE ALLOCATION OF $200,000 FROM FUND 186 TOWARDS UTILITY AND ROAD PROJECTS IN THE IMMOKALEE REDEVELOPMENT DISTRICT. De RECOMMENDATION THAT THE COMMUNITY REDEVELOPMENT AGENCY (CRA) REVIEW A PROPOSAL TO FUND UP TO $49,000 FROM REDEVELOPMENT FUND 186 TOWARDS AN ECONOMIC INCENTIVE STUDY FOR THE IMMOKALEE AREA. RECOMMENDATION THAT THE COMMUNITY REDEVELOPMENT AGENCY (CRA) APPROVE AN ADDITIONAL $5,000 OF FUND 186 AS SEED MONEY TOWARDS THE SURVEYING, DESIGN AND - CONSTRUCTION OF 5TM STREET DRAINAGE IMPROVEMENTS IN THE IMMOKALEE REDEVELOPMENT DISTRICT. 7. ADJOURN INOUIRIES CONCERNING CHANGES TO THE CRA'S AGENDA SHOULD BE MADE TO TH E COUNTY MANAGER'S OFFICE AT 774-8383 2 March 19, 2003 Maureen A. Kenyon From: Sent: To: Subject: See, Susan Tuesday, February 04, 2003 5:09 PM Maureen A. Kenyon; Johnson, Connie FW: Notice of CRA meeting NoticeofCRA MeeUng3-19-200... Please see the below. Thank you! ..... Original Message ..... From: TomerlinTom Sent: Tuesday, February 04, 2003 1:46 PM To: see sue Cc: Coh~nRandall; johnson c Subject: Notice of CRA m~eting Susie: Please check with Maureen Kenyon and Connie Johnson regarding the notification requirements for our upcoming CRA Board meeting on March 19, 2003. Attached is the typical notice we have used in the past. Please check to see if this is still adequate, how soon before the meeting it should be in the paper, and if it needs to run on more than one date? Thanks. <<Notice of CRA Meeting 3-19-2003.doc>> Thomas Tomerlin Principal Planner Collier County - Community Planning & Redevelopment 2800 N. Horseshoe Drive Naples, FL 34104 239.659.5752 February 6, 2003 Naples Daily News 1075 Central Avenue Naples, FL 34102 Re: Notice of Public Meeting Dear Georgia: Please advertise the above referenced meeting on Sunday, March 16, 2003, and kindly send the Affidavit of Publication, in duplicate, together with charges involved to this office. Thank you. Sincerely, Ellie Hoffman, Deputy Clerk Enclosure Charge to: 111-138318-649100 NOTICE OF PUBLIC MEETING COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY, COLLIER COUNTY, FLORIDA Wednesday, March 19, 2003 9:00 A.M. Notice is hereby given that the Collier County Community Redevelopment Agency (CRA) will meet in the Board of County Commissioner's Chambers on the Third Floor of the W. Harmon Turner Building (Building F) at the Collier County Government Complex, 3301 East Tamiami Trail, Naples, Florida, to conduct the business of the Community Redevelopment Agency at the above stated time and date. Copies of the agenda for said meeting will be made available to the press and may be obtained at the Public Information Office, located on the First Floor of the W. Harmon Turner Building or at the Community Development & Environmental Services Administration office at 2800 N. Horseshoe Drive. Any person who decides to appeal a decision of this Agency will need a record of the proceedings pertaining thereto, and therefore may need to ensure that a verbatim record of the proceedings is made, which record includes the testimony and evidence upon which the appeal is to be based. COMMUNITY REDEVELOPMENT AGENCY, COLLIER COUNTY, FLORIDA Donna Fiala, Chairperson DWIGHT E. BROCK, CLERK By:/s/Maureen Kenyon Deputy Clerk Ellie J. Hoffman To: Subject: legals@naplesnews.com Notice of CRA Meeting Good Morning, Georgia, Please advertise the above referenced meeting as per the attached. Thank you and have a great day! Ellie CRA Meeting.doc CRA Meeting.doc Ellie J. Hoffman From: Sent: To: Subject: System Administrator [postmaster@naplesnews.com] Thursday, February 06, 2003 11:48 AM Ellie J. Hoffman Delivered: Notice of CRA Meeting Notice of CRA Meeting <<Notice of CRA Meeting>> Your message To: legals~naplesnews.com Subject: Notice of CRA Meeting Sent: Thu, 6 Feb 2003 11:55:15 -0500 was delivered to the following recipient(s): legals on Thu, 6 Feb 2003 11:47:32 -0500 Notice of CRA Meeting Page 1 of 1 Ellie J. Hoffman From: legals [legals@naplesnews.com] Sent: Thursday, February 06, 2003 1:24 PM To: Ellie J. Hoffman Subject: RE: Notice of CRA Meeting 3/16 ok georgia ..... Original Message ..... From= Ellie .~. Hoffman [mailto:Ellie. Hoffman@clerk.collier.fl.us] ~ent: Thursday, February 06, 2003 11:55 AM To.' legals@naplesnews.com Subject.' Notice of CRA Meeting Good Morning, Georgia, Please advertise the above referenced meeting as per the attached. Thank you and have a great day! <<CRA Meeting.doc>> <<CRA Meeting.doc>> 2/6/2003 Date: Attention: Submitted by: Regarding: March 19, 2003 Community Redevelopment Agency of Collier County Daniel R. Pioli, FP Real Estate Investments, LC Community Redevelopment Agency Executive Summary Mini Triangle Redevelopment Proposal The following comments are offered in response to the above referenced document to offer clarification and alternatives for your consideration in pursuit of an affirmative vote to proceed with redevelopment of properties collectively referred to as the Mini Triangle. e Under "Considerations" on page 2 of the Executive Summary (ES) and in paragraph two, I' offer the following corrections. Among the items being requested, not only is a deferral of impact fees requested, but also is a credit for all existing uses and meters that have already impacted the site ar~a. Further in that paragraph and in reference to the $3,000,000 advance, these funds are contemplated to come from the County's General Funds and later repaid with proceeds of your Tax Increment Financing (TIF) to be done at some future date. Regarding item 2.b. in Staff's ES, it is not feasible or practical to achieve redevelopment in the Mini Triangle with a zoning overlay. Due to irregular lot sizes and shapes, the inadequate transportation management at the Davis/Commercial intersection, th~ history of severe storm water management problems and the anticipated levels of soil and ground water contamination, the properties within the Mini Triangle cannot and will not be redeveloped individually. Solutions to these impediments to redevelopment can only be best achieved by unification of the Mini Triangle properties. Within the final paragraph of the "Options" section of the ES, staff' recommends that the Petitioner obtain a property interest before entering into negotiations of a Developer Agreement. I need the full commitment of your agency to begin negotiating contracts with property owners. Anything less than that will not sufficiently persuade them to negotiate. If you make a formal award today modified only by the provision that certain investigative reports be acquired, then there should be sufficient evidence of your commitment to move this redevelopment process forward. I have discussed the investigative reports further in section 5 below. Under "Planning Services Recommendation" on page 3 of the ES - Recommendation No. 1," Staff recommends entering into negotiations after the Petitioner obtains a property interest. I continue to hold a contract for the purchase of a property within the Mini Triangle thereby establishing a property interest. Actually, this negotiation should be entered into before the petitioner obtains a property interest for the very same reasons as defined in section 1 above. Further, the time-line for the entire predevelopment process will be so lengthy that contracts entered into with property owners at that point in the process would expire prior to plan approval. Under the same section as referenced in number 4 above, Staff suggests that various investigative reports be obtained in conjunction with a Pre- Development Agreement (PDA). They site a market study as chief among them. It is impractical to obtain a market study at this stage of the process. We will be undertaking a considerable planning process at a later date that will more accurately and completely define the mix of uses and the total densities currently proposed. What has been proposed has been well thought out, but it hasn't been through the planning process. This normally and typically comes at a later stage in the process. Once we complete the planning process and we have a more refined plan for redevelopment, we can then obtain a market study that corresponds to the plan. Any plan obtained prior to this would be ineffective and rendered useless by changes to what is proposed today and would have to be redone at additional cost. The very same concern applies to a traffic impact study. I, therefore, request that these studies be deferred to an appropriate point in the planning process and will agree that they be required as a condition of the final Developer Agreement. Further, Staff recommends a thorough assessment of the site with respect to soil and ground water contamination. The proposal before you today asks for you, the CRA, to apply for grant monies to pay for these reports. I respectfully request that you make such applications as necessary to obtain the funds available to pay for and then undertake the Phase 1 and Phase 2 environmental site assessments. The Developer will assume responsibility for the cost of a market study and traffic impact s(udy if done at the appropriate stage of the development and planning process. The Developer will assume responsibility for the cost of having engineers determine the costs associated with making transportation improvements, storm water management improvements and environmental remediation of the site area precedent to entering into a formal Developer Agreement negotiations if done so under the format described herein. CRAIG R. WOOD~'ARD · MARK J. WOOl)WARD ANTHONY P. PIRES, JR. · J. CIIR1STOPHER LOMBARDO STEVEN V. BI,OUNT CARRIE E. LADEMAN CYNTII1A J. HUBBARD BURT L. SAUNI)ERS ELIZABETHJ. VAN ARSDALE OF COUNSEL · (Board Certified Real Estate Attorney) · (Board Certified City, County and Local Government Attorney) & (Certified Circuit Civil Mediator · (Certified Family Law Mediator) · (Also Admitted in Iowa) 3200 Tamiami Trail N. Suite 2oo Naples, FL 34to3 TEL (239) 649-6555 FAX (239) 649-7342 wwv~.wpMegal.com WOODWARD, PIRES & LOMBARDO, EA. Attorneys-At-Law March 19, 2003 Commissioner Donna Fiala Chair Via Hand Delivery Collier County Com~nunity Redevelopment Agency 3301 East Tamiami Trail A&ninistration Building - Third Floor Naples, Florida 34112 RE: Gateway "Mini-Triangle"; Agenda Item 5.B, March 19, 2003 Meeting Dear Chairwoman Fiala: This law firm represents Robert and Rebecca Taylor, owner of land within the Gateway "Mini-Triangle" area. On numerous occasions, we and our clients have appeared before you and before the County Commission to express serious concerns and reservations about the method, manner and procedures utilized in the County's efforts to fbrce a revitalization and redevelopment of the properties within the "Mini-Triangle" area. We have consistently expressed the sincere belief and opinion that the best way for redevelopment to occur would be through the implmnentation of creative and innovative zoning overlays that would provide incentives and flexibility in the development and redevelopment of the properties in this area. Unfortunately, to date, the eftbrts of the County appear designed to discourage investment and redevelopment other than the "forced" redevelopment envisioned by dated redevelopment studies. We strongly urge the Board to adopt Option 2.b. as outlined in the County stafF's recommendation as the course of action that will more efficaciously lead to the successful redevelopment of this area. The concept of developing zoning standards and incentives to encourage redevelopment of the Mini-Triangle is outlined at page 3 of the Executive Summary in Option 2.b. and as Planning Services Recommendation No. 2. This is a positive course of action that implements good planning principles and -1- 5t/ concepts, and works with the property owners. We urge the Board to reject Option 1, as outlined in Planning Services Recommendation No. 1 for three (3) reasons. Firstly, this Option not only places the County in a position of working against the property owners, but also requires the taking of the property owners land and businesses. Secondly, County staWs own language concedes that the studies upon which the proposal is based are stale and dated: "A number of unknowns remain that would atl'ect any Mini- Triangle Property redevelopment ........ Chief among these unknown factors is the need to conduct a market study to assess whether sufficient demand exists lbr the proposed mix of uses." [CRA Executive Summary, Page 3 "Planning Services Recommendation No. 1 ", midway through paragraph..] In other words, the proposal submitted by FP Real Estate Investments LC appears to lack any market based raison d'etre, and thus consideration of any redevelopment proposal other than a zoning overlay is premature. Thirdly, Option 1 attempts to hand the redevelopment of this area to an organization that: a) does not own a piece of land in this area; b) has no stated history or track record of involvement, much less success, in a venture of this type and magnitude; and, c) according to the records of the Florida Secretary of State, while formed in July of 1998 with initial capital of $2,000.00, filed for reinstatement in October 28, 2002 alter being administratively dissolved on October 4, 2002. [see copies of materials fi'om Florida Secretary of State] For all of the ibregoing reasons and tbr the reasons expressed at prior hearings and meetings, we urge the CRA to reject the proposal by FP Real Estate Investments, LC; and reject Option 1. We are certain that the CRA should accept Planning Services Recommendation No. 2, and thereby accept and ilnplement Option 2.b. Anthony P. ~ -2- Division of Corporations Florida Limited Liability Page 1 of 2 FP REAL ESTATE INVESTMENTS, L.C. PRINCIPAL ADDRESS 2828 TAMIAMI TRAIL NORTH NAPLES FL 34103 MAILING ADDRESS 2828 TAMIAMI TRAIL NORTH NAPLES FL 34103 Document Number FEI Number Date Filed L98000001137 593535213 07/20/1998 State Status Effective Date FL ACTIVE NONE Last Event REINSTATEMENT Total Contribution 2,000.00 Event Date Filed 10/28/2002 Event Effective Date NONE Registered A ent CONROY, J. THOMAS III 3838 TAMIAMI TRAIL NORTH, SUITE 402 NAPLES FL 34103 Manaqer/Member Detail Name & Address Title PIOLI, DANIEL R 2828 TAMIAMI TRAIL NORTH MGR NAPLES FL 34103 FREEDMAN, DEBORAH A 2828 TAMIAMI TRAIL NORTH MGR NAPLES FL 34103 http://www.sunb z org/scripts/cordet.exe?al=DETFIL&nl=L98000001137&n2=OFF... 3/17/03 Division of Corporations Page 2 of 2 Annual Ii Rep°rtYear IFiledDate ~ooo II o~o~ooo ~oo~ II zooz II ~o~ooz Reports Vi_e.w Ev_ e n_t~ No Name History Information Document Images Listed below are the images available for this filing. 10/28/2002 -- REINSTATEMENT 09/17/2001 -- Annual Report 05/01/2000 --ANN REP/UNIFORM BUS REP 03/30/2000 -- Amendment 07/20/1998 -- Florida Limited Liabilites THIS IS NOT OFFICIAL RECORD; SEE DOCUMENTS IF QUESTION OR CONFLICT http:llwww.sunbiz.org/scripts/cordet.exe?a1=DETFiL&n1=L98000001137&n2=OFF... 3/17/03 Division of Corporations Page 1 of 1 FP REAL ESTATE INVESTMENTS, L.C. Document Number L98000001137 Date Filed 07/20/1998 Effective Date Status None Active EVENT TYPE FILED EFFECT[VE DESCR[PT[0N DATE DATE REINSTATEMENT ADMIN DISSOLUTION FOR ANNUAL REPORT AMENDMENT 10/28/2002 10/04/2002 03/30/2000 THIS IS NOT OFFICIAL RECORD; SEE DOCUMENTS IF QUESTION OR CONFLICT http://www.sunbiz.org/scripts/corevt.exe?a I=DETEVE&n 1=L98000001137&n2=FLAL 3117/03 TRANSMITTAL LETTER 'FOR FLORIDA LIMITED LIABILITY COMPANY Department of State Division of Corporations P. O. Box 6327 Tallahassee, FL 32314 ~07,."20/S8--0110~3--00S ***,213S. 013 SUBJECT: .FP__Real Es.tate Investments, L.C. (Proposed limited liability company name - must include suffix) Enclosed is an original and one (1) copy. C/~ Filing fee for articles of organization of Florida Limited Liability Company: -ri $250.00 Filing fee for Articles of Organization and Affidavit $ 35,00 Designation of Registered Agent A letter of acknowledgement will be issued free of charge upon filing. Please submit an additional $8.75 ifa certificate of status is needed. The fee for a certified copy is $52.50. Please send one check for the total amount made payable to the Florida Department of State, FROM: M0rrison & Comroy~ P.A. Nme (Printed or typed) 'Addres~ Naples, Florida 34103 City, Sm~ & Zip (941) 649-5200 Daytime Teleph6h~ nu~6er ARTICLES OF ORGANIZATION FOR FLORIDA LIMITED LIABILITY COMPANY ARTICLE I - Name: The name of the Limited Liability Company is: FP R~al Estate Investments, L.C. ARTICLE H - Address: The mailing address and street.address of the principal office of the Limited Liability Company is: 2828 Tamiami Trail North Naples, Florida 34103 ARTICLE HI- Duration: The period of duration for the Limited Liability Company shall be: Perpetual ARTICLE IV - Management: (check and complete the appropriate statement) ~ The Limited Liability Company is to be managed by a manager or managers and the name(s) and address(es) of such manager(s) who i~are to serve as manager(s) is/are: Ronald S. Freedman Daniel R. Piol± 2828 Tamiami Trail North 2828 Tami~mt Trail North Naples, Florida 34103 Naples, Florida 34103 [2] The Limited Liability Company is to be managed by the members and the name(s) and address(es) of the managing member(s) is/are: AFFIDAVIT OF MEMBERSHIP AND CONTRIBUTIONS The undersigned member or authorized representative of a member of Real Estate Investme~t-~ L~C. deposes and says: 1) the above named limited liability company has at least two members 2) the total mount of cash contributed by the member(s) is 3) if any, the agreed value of property other than cash contributed by member(s) is A description of the property is attached and made a part hereto. 4) the amount of cash or property anticipated to be contributed by member(s) is This total includes amounts from 2 and 3 above. $~,oo0.oo $2,000.00 Signature of a member or authorized representative of a member. In accordance with section 608.408(3), Florida Statutes, the execution of this affidavit constitutes an affirmation under the penalties of perjury that the facts stated herein are true.) CERTIFICATE OF DESIGNATION OF REGISTERED AGENT/REGISTERED OFFICE PURSUANT TO THE PROVISIONS OF SECTION 608.415 or 608.507, FLORIDA STAT[Yl~S, THE UNDEKSIGNED LIMYrED LIABILITY COMPANY SUBMITS THE FOLLOWING STATF2VIENT IN DESIGNATING THE REGISTERED OFFICE/REGISTNllED AGENT, IN THE STATE OF FLORIDA.. I. The name ofthe limited liability eompany is: FP Real E~tate Investments., L.C. 2. The name and address of the registered agem and office is: J. Thomas Conro~, III 3838 Tamiami Trail No~th, Suite 402 (P. O. Box NOT ACCEPTABLE) Naples, Florida 34103 Having been named as registered agent and to accept service of process for the above stated limited liability co~ at the place designated in this certificate, I hereby accept the appointment as registered agent and agree to act in this capacity. I fitrther agree to comply with the provisions of all statu~ing to the proper and complete performance of my duties, and I am familiar with/~nd ac?bpt the obligations of my position as registered Filing Fee~/$~35 for Designation of Registered Agent ~.J. THI:3MAB P----__,,ONI~I:3Y, III MORFllE~ON & I~ONROY ATTOI~INEEYG AT LAW 3~3~ TAUIAM~ TRAIL NORTH. ~UITE March 28, 2000 Secretary of State The Division of Corporations 409 East Gaines Street Tallahassee, Florida 32399 Re: Certificate of Amendment to Articles of Organization of FP Real Estate Investments, LC, a Florida limited liability company Dear Sir/Madam: Enclosed please find the original and one copy cfa Cemficate of Amendment ofOr~a.~z~tio, or~ ~ E~tate ~nv~tment.. LC. gong with our ohec~ in the .moun~~-fi,~: Dollars ($35.00), you fee for the filing of this Amendment. ~. , . Should you have any questions, please feel free to call. Otherwise, ~_our ~; =;~ Pr ..P_grnpt attention to this matter is appreciated. >~.~- ' Name U,3~a'.er Verifyer Acknowled§ernerOt DCO W, P. Verifyer DO0 Very truly yours, Diane Whitacre Paralegal CERTIFICATE OF AMENDMENT TO ARTICLES OF ORGANIZATON OF FP REA1, ESTATE INVESTMENTS, L.C. a Florida limited liability company FIRST: SECOND: Dated: March '"7 The date of filing of articles of organization was July 20, 1998. The following amendment to the Articles of Organization was adopted by the limited liability company: Article VI "Management" is hereby amended by the deletion of the name: Konald S. Freedman 2828 Tamiami Trial North Naples, Florida 34103 and the insertion of the following name: Deborah A. Freedman 2828 Tamiami Trail North Naples, Florida 34103 ,2000. Signature of a member o~: authorized representative 6f a member DANIEL P,. PIOLI Amendment to Articles of Organization FP Real Estate Investments, LC Page I of 1 '~/.)00 UNIFORM BUSINESS REPORT (UBR) DOCUMENT # L98000001137 1~, Entity ,Name FP REAL ESTATE INVESTMENTS, L.C. Principal Place of Business 2828 TAkflAMI TRAIL NORTH NAPLES FL 34103 Mailing Address 2828 TAMIAMI TRAIL NORTH NAPLES FL 3410~-4414 2. Principal Place of Business 3. Mailing Address Suite, Apt. #, etc. Suite, Apt, #, etc. ~PPROVE~ AND "- -O.O.HAY-~[ /trill: 23 SECRETARY OF STATE TALI. AHASSEE, FLORIDA; DO NOT WRITE IN THIS SPACE · City& State Zip I Country Cily & Slate Zip 6, Name and AdCi,,&~ of C~]rrent'Reg;~;e~,~l AGe~; CONROY, J. THOMAS III 3838 TAMIAUI.TRAIL NORTH, SUrrE 402 NAPLES FL 34103 4. FEI Number ~ JApplied For 59-3535213 J ,[Not ApplicabJo Country 5, Certificate of Status Desired [] $5.00 Additional Fee Required 7. Name and Address of New Reglata. r. ed Agent Name Street Address (P.O. Box Number is Not Acceptable) c,y FL J Z, pCod. 8. The above named entily submits this statement for the purpose of changing its registered office or registered agent, or both, in the State of FlorFda. SIGNATURE Sign.lure, tyDed or printed name of mgislered egenl and t~tle if applicable. (NOTE; Registered Agent signature required wlN~l mins~etlng) DAlE FILE NOWll! FEE 19 $50.00 ar Make Check Payable to Department of State 9. MANAGING MEMBERS/MEMBERS ,. 10. ADDITIONS/CHANGES n['[ETAmm 2828 TAMIAMI TRAIL NORTH ,Tn[~TA,m,tml ~_.~W 'r~, ~-~t/ 'T-7~/c. ,,ME PIOU, DANIEL R 1Am L~_.OOOO3?C.~!~ -- lAME lIME ITREET lUn[ll ITN[ET lAin[Il TITLE [] ~ TITLE [] Calaga [] 1AMI SAME CITY-IT. ar CITY-IT-ZIP mu [] ~ Trn.~ [] ammml [] 1AM! lAME IINEkrT AAOP~I$ I~E~T CITY- IT- ZlF PIT f- 1T- lip TITLE [] ~ TITLE [] ~tl~tlg~ [] .IIE NAME I~ITT- IT- ZIP ITAEET lOOn[Il · CITY-IT-ZIP 11[, I hereby cerl, ily that the irxformatien ~upplied with this filin~ does not qualify fo~ the exemption stated in Sectlen 119.e?(3Xi), Rodale Stektutes. I further certify that the indicated on this report is true and accurate.and that my s gnature shaN have the same ega effect as if made under oath; lhal r am a mane in member or man er of limited liability compan~e receiver or ~u-s'~e empowered to execute this report as required by Chapter 608, Rorida Statutes. g g ag the e ED oR PRINTED N,~ME OF SIGNING MANAGtN~ MEMBER ce MANAGER ~ Date ~ # UNIFORM BUSINESS REPORT (UBR) DOCUMENT # L98000001137 1. Entity Name FP REAL ESTATE INVESTMENTS, L.C. Principal Place Gl: Business 2828 TAM1AM[ TRAIL NORTH Mailing Address 2828 TAMIAMI TRAIL NORTH I~APLE$ FL NAPLES 34103 34103 FL 2. Principal Place of Business 3. Mailing Address Suite, Apt. #, etc. Suite, Apt. #, etc. FILED Sep 17, 2001 08:00 A Secretary of State DO NOT WRITE IN THIS SPACE City & State Zip City & State JCountry Zip 6. Name and Address of Current Registered. Agent CONROY J. THOMAS I~ 3838 TAMIAMI TRAIL NORTH, SUITE 402 NAPLES 34103 US 4. FEI Number 59-3535213 B Country $. Certilicate of Status Desired JAppli~ FO~' Not Applicable Name [] $5.00 Additional Fee Required 7. Name and Address of New Register*ed Agent FL I zip Street Address (P.O. Box Number is Not Acceptable) City 8. The above named entity submits this statement for the purpose cf choosing its registered office or registered agent, or both, in the State of Florida. ..... 09/17/2001, __ SIGNATURE S~g.atur~. t/pea 0¢ pf~nleCl nm'ne of registered agent an,~ title It amplk:at~e. {NOTE: Registered A;~eril s~gne~ure requ~re~f when m~nstatlng] DATE TITLE NAME STREET ADDRP.. CITY-ST-ZIP 'flTI F NAME STREET/~DORESS CITY-ST-aP TITLE CITY-ST- ZiP TITLE NAME STREET ADORERS CITY-ST-ZIP TITLE CITY- ST- ZIP TITLE NAME ~ ADDRESS CITY- ST- Z[? · [] Delete FL 34103 MGR PIOLI DANIEL R 2828 TAMIAMI TRAIL NORTH NAPLES MGR [] DeMe FREEDMAN DEBORAH A 2828 TAMIAMI TRAIL NORTH NAPLES FL 34103 [] D~lete [] Defele [] Delete [] Delete NAM[ STREET N3BSESS CiTY- SI'- ZiP TITLE NAME STREET ADDRESS CPiY- ST-;qP TITLE ~ME ST~ET AOORESS ¢i*TY- ST-~P TITLE NAME $1~EEt ADORESS CITY-ST-Z[F '11TLE NAME STREET ADDRESS CrTY- ST-ZIP TITLE NAME 5TRF_.ET ADDRESS CITY-ST- ADDITIONS/CHAN_ GES MGR FREEDMAN DEBORAH 2828TAMIA~HT~NORTH NAPLES ' MGR PIOLI DANIEL R 2828 TAMIAMI TRAIL NORTH NAPLES [] C~ange [] Addition FL 34103 [] Change [] Addition FL 34103 [] Change [] Addition [] Change [] Addilion. [] Change [] Addition [] Cl'~nge [] AddiUon :ertlfy that the information supplied with this filing does not quality for the exemption stated in Section 119.07(3)(i), Florida Statutes. I further certify that the Information 11. I hereby indicate, on this report is true and accurate and that my signature shall have the same legal effect as ii made under oath; that I am a managing member or manager of the limited liabilRy company or the receiver or trustee empowered to execute this report as required by Chapter 608, Florida Statutes. East Naples Civic Association f:(~ahli~hed 1950 Resolution in support of re-development of the Mini=Triangle Whereas, Mr. Dan Pioli, a developer residing in East Naples, has presented to the East Naples Civic Association his vision of redevelopment of the area known as the "Mini-Triangle," that, if successful, has the potential to benefit residents of East Naples and numerous businesses that will participate in the redevelopment, and Whereas, Mr. Pioli has submitted a proposal to the Collier County government in furtherance of that goal of a redevelopment, Resolved, that the East Naples Civic Association applauds his efforts to achieve revitalization of the area within the Mini-Triangle, and endorses his attempts to secure such properties for that exclusive purpose through the free-market process. Be It Further Resolved, that the East Naples Civic Association welcomes the opportunity to support renewal to this economically lagging area and wishes success and offers cooperation to Mr. Pioli in his endeavors as he seeks to assemble the various properties. By the will and vote of the Board of Trustees of the East Naples Civic Association, this resolution is made this day, Thursday, March 6, 2003 Recorded this date: March 6, 2003, By: Secretary of the Association: a, -Tear Here · ' · Tear Here PLEASE STP C. TJO. oau. FI.L. ED 4. DOCUMENT # L98000001137 Name and Mailing Address 0005456 Ol FP 0.352 ..PRSRT T7 0 0615 34103-441428 I,,11,,I,,I,,,1111,,,,,i1,,1,,I,1,,I,,,11,1,,I,,I,I1,,I,,11,,I FP REAL ESTATE INVESTMENTS, L.C. 2828 TAMIAMI TRAIL NORTH NAPLES FL 34103-4414 I liillli]llJ tllllJlJlillillllJ llJlllJ]lllll New Mailing Address Principal Place of Business 2828 TAMIAMI TRAIL NORTH NAPLES FL 34103 c~ty. State, zip 8. Name and Address of Current Registered Agent New Principal Place el Business Address 4. State/Country of Formation FL '~,.-Date (3rganized or Qualified - To DO Business in Florida 07/20/1998 6. FEI Number Applied For 59-3535213 Not Applicable CERTIFICATE OF STATUS DESIRED [] 9. Name and Address of New ReglatereG Agent CONROY, J. THOMAS' III 3838 TAMIAMI TRAIL NORTH, SUITE 402 NAPLES FL 34103 Name Street Address (Re. Box Number is Not Acceplable) c,ty FL 10o I, being appointed the registered agent of the above named limited liability company, am familiar with and accept the obligations et Chapter 608. F.S. Signature of Registered Agent Date REGISTERED AGENT MUST SIGN ¶ 1. Names and Street Addresses of Each Managing Member/Manager Name of Managing Street Address of Each Members/Managers Managing Member/Manager PIOLI, DANIEL R 2828 TAMIAMI TRAIL NORTH Zip Code City / State / Zip NAPLESFL 34103 FREEDMAN, DEBORAH A 2828 TAMIAMt TRAIL NORTtl NAPLESFL 34103 '12. I certify that i am managing member/manager or the receiver er truslee empowered Io execute this application as prov ded for in chater 608 F S I f f_i?.g_ ?is rein. s, tat.e, me.~l ,a. pp.l!.ca, flon the reason~.~._~r dissolution has been eliminated the limited Jiabi ty comnanv r~ame sat sties thor ....... ~ ..... ~' _~TJ,__ u..?.h..e.r~..e~ that .w.?e.n .u: ,it omSaOdWe%a&ye ~ or o~a [t~,,,[ed..L~Z%co m p a~r~y%h ~b e en Signature o1 MEMORANDUM Date: To: From: Re: July 29, 2003 Aaron Blair Urban Design Planner Trish Morgan, Deputy Clerk Minutes & Records Department Agreement Between the Collier County Community Redevelopment Agency and Freeman & Freeman, Inc. Please find enclosed a copy of the original document as referenced above, approved by the CRA on Wednesday, March 19, 2003 (Agenda Item #6B) . If you should have any questions, please call me at: 774-8406. Thank you. Enclosure AGREEMENT BETWEEN THE COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY AND Freeman & Freeman Inc. THIS AGREEMENT, is entered into this day of~] I~1~,¥ ~5 2003, by and between the Collier County Community Redevelopment Agency (C~RA) and Freeman & Freeman Inc. (Agency) organized and existing by virtue of the laws of the State of Florida, having its principal office at 324 So. 2nd Street/P.O. Box 664, Immokalee, Florida 34142, collectively the "Parties." RECITALS WHEREAS, Agency has applied for funding in the amount of up to $200,000 dollars; and WHEREAS, the CRA has determined that Agency meets the eligibility requirements and was approved for funding in the amount of up to $200,000 dollars on May 27, 2003 ("CRA Approval"). NOW, THEREFORE, in consideration of the foregoing Recitals and the further mutual premises and covenants herein contained, it is agreed, by the Parties as follows: PART I DEFINTION AND PURPOSE 1. Definitions: (1) "CRA" means Collier County Community Redevelopment Agency. (2) "CRA project manager" means Collier County staff member or designee assigned to work with the Community Redevelopment Agency. (3) "County" means Collier County. (4) "Agency" means Freeman & Freeman Inc. (5) "Project" means the work contemplated to be performed as set forth in Exhibit Purpose: The purpose of this Agreement is to state the covenants and conditions under which the Agency will implement the Scope of Services set forth in Part II of this Agreement. PART II SCOPE OF SERVICES The Agency will, in a satisfactory and proper manner as determined by the CRA perform the tasks outlined in Exhibit "A" Pages 1-3 and submit invoices to the CRA project manager using the cover sheet in Exhibit "B." both of which are attached hereto and made a part hereof. PART III COMPENSATION, TIME OF PERFORMANCE, METHOD AND CONDITIONS OF PAYMENT 1. Maximum Compensation The Agency agrees to accept as full payment for eligible services rendered pursuant to this Agreement the actual amount of budgeted, eligible, and approved expenditures and encumbrances made by the Agency under this Agreement. Said services must be performed in a manner satisfactory to the CRA. In no event will the total compensation or reimbursement to be paid hereunder exceed the maximum and total authorized sum of $200,000. Any funds not obligated by the expiration date of this Agreement will automatically revert to the County, as set forth in Part IV, (7) and (8). 2. Time Of Performance The effective date of this Agreement and all rights and duties designated hereunder are contingent upon the timely release of funds for this project. The effective date will be the date of final execution of this Agreement, and the services of the Agency are to be undertaken and completed in light of the purposes of this Agreement. In any event, all services required hereunder must be completed by the Agency by May 31, 2004. 3. Method Of Payment The CRA agrees to reimburse the Agency for all eligible budgeted costs permitted by Federal, State, and County guidelines. In no event will the CRA provide advance funding to the Agency. Requests by the Agency for payments or reimbursements must be accompanied by proper documentation of expenditures. Payment will be made by the Collier County Community Redevelopment Agency upon proper presentation of invoices and reports approved by the Agency and the CRA project manager. For purpose of this section, originals of invoices, receipts, or other evidence of indebtedness may be considered proper documentation. VVhen original documents cannot be presented, the Agency must adequately justify their absence, in writing, and furnish copies. 4. Conditions On VVhich Payment Is ContinRent (1) Implementation of Project Accordin,q to Required Procedures The Agency must implement and perform this Agreement in accordance with applicable Federal, State, and County laws, ordinances, and codes and with the applicable procedures outlined in the County's Department of Housing and Financial Administration (FAH) Policies and Procedures Memoranda, and amendments and additions thereto as may from time to time be made. The Federal, State, and County laws, ordinances, and codes are minimal regulations, which may be supplemented by more restrictive guidelines set forth by FAH. No payments will be made until reviewed by the CRA project manager and approved by the FAH Director or designee. (2) (3) (4) Financial Accountability The County may have a financial system analysis and/or an audit of the Agency or of any of its subcontractors by an independent auditing firm employed by the County, or by the County Internal Audit Department, at any time the County deems necessary to determine the capability of the Agency to fiscally manage the project in accordance with Federal, State, and County requirements. Subcontracts Any work or services subcontracted hereunder must be specifically performed by written contract, written agreement, or purchase order, each of which must be made, subject to each provision of this Agreement. Proper documentation in accordance with County, State, and Federal guidelines and regulations must be submitted by the Agency to the CRA project manager for review and approval by FAH prior to execution of any subcontract hereunder. In addition, all subcontracts will be subject to Federal, State, and County laws and regulations. The work or services covered by this Agreement, including but not limited to consultant work or services, may not be subcontracted and will not be reimbursed without the prior written approval of the CRA Project Manager or designee. Additional CRA, and County The CRA project manager will have the right under this Agreement to suspend or terminate payments until the Agency complies with any (5) additional conditions that may be imposed by the CRA or the County at any time. Prior Written Approvals - Summary The following, among others, require the prior written approval of the CRA Project Manager or designee to be eligible for reimbursement or payment: (a) All subcontracts and agreements pursuant to this Agreement; (b) All capital equipment expenditures of $1,000 or more; (c) All change orders; (d) All requests to utilize uncommitted funds after the expiration of this agreement for programs described in Exhibit A; and PART IV GENERAL CONDITIONS 1. Opportunities For Residents And Civil Rights Compliance The Agency agrees that no person will, on the grounds of race, color, disability, national origin, religion, age, familial status, or sex, be excluded from the benefits of, or be subjected to discrimination under, any activity carried out by the performance of this Agreement. Upon receipt of evidence of such discrimination, the CRA will have the right to terminate this Agreement. To the greatest extent feasible, lower-income residents of the project areas will be given opportunities for training and employment; and to the greatest feasible extent eligible business concerns located in or owned in substantial part by persons residing in the project areas will be awarded contracts in connection with the project. 2. Opportunities For Small and Minority/Women-Owned Business Enterprises In the procurement of supplies, equipment, construction, or services to implement this Agreement, the Agency will make a positive effort to utilize small and minority/women-owned business enterprises as sources of supplies and services, and provide these enterprises the maximum feasible opportunity to compete for contracts to be performed pursuant to this Agreement. To the maximum extent feasible, these small and minority/women-owned business enterprises should be located in or owned by residents of the areas designated by Collier County in the Annual Consolidated Plan approved by U.S. HUD. 3. Evaluation And Monitorin,q The Agency agrees that CRA will carry out periodic monitoring and evaluation activities as determined necessary by the CRA, or the County and that the continuation of this Agreement is dependent upon satisfactory evaluation conclusions based on the terms of this Agreement and comparisons of planned versus actual progress relating to project scheduling, budgets, audit reports, and output measures. The Agency agrees to fumish upon request to the CRA, the County, or the County's designees copies of transcriptions of such records and information, as is determined necessary by the CRA, or the County. The Agency agrees to allow CRA to monitor the Agency on site. Such visits may be scheduled or unscheduled as determined by CRA. 4. Audits and Inspections At any time during normal business hours and as often as the CRA, and the County may deem necessary, there will be made available by the Agency to the CRA, and the County, for examination all its records with respect to all matters covered by this Agreement. 5. Data Becomes County Property All reports, plans, surveys, information, documents, maps, and other data procedures developed, prepared, assembled, or completed by the Agency for the purpose of this Agreement are the property of the County without restriction, reservation, or limitation of their use and same will be made available by the Agency at any time upon request by the CRA. 6. Indemnification The Agency will protect, defend, reimburse, indemnify and hold the CRA, County, its agents, employees and elected officers harmless from and against all claims, liability, expense, loss, cost, damages or causes of action of every kind or character, including attorney's fees and costs, whether at trial or appellate levels or otherwise, arising during performance of the terms of this Agreement or due to the acts or omissions of the Agency. Agency's aforesaid indemnity and hold harmless obligation, or portion or applications thereof, will apply to the fullest extent permitted by law. The Agency will hold the CRA and County harmless and will indemnify the CRA and County for funds, which the CRA and County is obligated to refund to any state or local government entity arising out of the conduct of activities and administration of Agency. Insurance Unless otherwise specified in this Agreement, the Agency must, at its sole expense, maintain in full force and effect at all times during the life of this Agreement, insurance coverages, limits, including endorsements, as described herein. The requirements contained herein as to types and limits, as well as the County's review or acceptance of insurance maintained by the Agency, are not intended to and will not in any manner limit or qualify the liabilities and obligations assumed by the Agency under this Agreement. (1) Commercial General Liability The Agency agrees to maintain Commercial General Liability at a limit of liability not less than $500,000 Each Occurrence. Coverage must not contain any endorsement excluding Contractual Liability or Cross Liability unless granted by the County's Risk Management Department. The Agency agrees this coverage will be provided on a primary basis. (2) Business Automobile Liability The Agency agrees to maintain Business Automobile Liability at a limit of liability not less than $500,000 Each Occurrence for all owned, non-owned and hired autgmgbilmg: In thru ~wnt th~ At~l~ng¥ dgms ngt own any automobiles, the Business Auto Liability requirement will be amended allowing the Agency to agree to maintain only Hired & Non-Owned Auto Liability. This amended requirement may be satisfied by way of endorsement to the Commercial General Liability, or separate Business Auto coverage form. The Agency agrees this coverage will be provided on a primary basis. (3) Additional Insured The Agency agrees to endorse the County as an Additional Insured with a CG 2026 Additional Insured - Designated Person or Organization endorsement, or its equivalent, to the Commercial General Liability. The Additional Insured endorsement must read "Collier County Board of County Commissioners, a Political Subdivision of the State of Florida, its Officers, Employees and A.qents, c/o Department of Administration and HousinR." The Agency agrees the Additional Insured endorsements provide coverage on a primary basis. (4) Certificate of Insurance The Agency agrees to deliver to the County a certificate(s) of insurance evidencing the required insurance is in full force and effect within thirty (30) calendar days prior to the execution of the Agreement by the County. A minimum thirty (30) day endeavor to notify due to cancellation or non- renewal of coverage will be included on the certificate(s). (5) Ri,qht to Review and Adjust The Agency agrees the County, by and through its Purchasing Department, in cooperation with the CRA and the Department of Housing and Financial Administration (FAH), reserves the right to periodically review, modify, reject or accept any required policies of insurance, including limits, coverages, or endorsements, herein from time to time throughout the life of this Agreement. The County reserves the right, but not the obligation, to review and reject any insurer providing coverage because of its poor financial condition or failure to operate legally. 8. Conflict Of Interest The Agency covenants that no person who presently exercises any functions or responsibilities in connection with the project has any personal financial interest, direct or indirect, in the activities provided under this Agreement which would conflict in any manner or degree with the performance of this Agreement and that no person having any conflict of interest shall be employed by or subcontracted by the Agency. Any possible conflict of interest on the part of the Agency or its employees shall be disclosed in writing to the CRA project manager provided, however, that this paragraph shall be interpreted in such a manner so as not to unreasonably impede the statutory requirement that maximum opportunity be provided for employment of and participation of lower- income residents of the project target area. 9. Recognition All facilities purchased or constructed pursuant to this Agreement should be clearly identified as to funding source. The agency will include a reference to the financial support herein provided by the CRA and FAH in all publications and publicity. In addition, the Agency will make a good faith effort to recognize the CRA and FAH's support for all activities made possible with funds available under this Agreement. 10. Termination In the event of termination for any of the following, all finished or unfinished documents, data ~studies, surveys, drawings, maps, models, photographs, reports prepared, and capital equipment secured by the Agency with funds under this Agreement must be returned to the CRA. In the event of termination, the Agency will not be relieved of liability to the County or CRA for damages sustained by the County or CRA by virtue of any breach of the Agreement by the Agency, and the County or CRA may withhold any payment to the Agency until such time as the exact amount of damages due to the County or CRA from the Agency is determined. A. Termination for Cause If through any cause either Party fails to fulfill in a timely and proper manner its obligations under this Agreement, or if either Party violates any of the covenants, agreements, or stipulations of this Agreement, either Party will thereupon have the right to terminate this Agreement in whole or part by giving written notice to the other Party of such termination and specify the effective date of termination. B. Termination for Convenience At any time during the term of this Agreement, either Party may, at its option and for any reason, terminate this Agreement upon ten (10) working days written notice to the other Party. Upon termination, the County will pay the Agency for services rendered pursuant to this Agreement through and including the date of termination. 11. Severability Of Provisions If any provision of this Agreement is held invalid, the remainder of this Agreement will not be affected thereby if such remainder would then continue to conform to the terms and requirements of applicable law. 12. Amendments The County or CRA may, at its discretion, amend this Agreement to conform with changes required by Federal, State, or County, directives, and objectives. Such amendments must be incorporated by written amendment as a part of this Agreement and will be subject to approval of the CRA. Except as otherwise provided herein, no amendment to this Agreement will be binding on either Party unless in writing, approved by the CRA and signed by both parties. 13. Notice All notice required to be given under this Agreement will be sufficient when delivered to the CRA at its office, presently located at 3050 N. Horseshoe Drive, Suite 197, Naples, FL 34104, and to the Agency when delivered to its office at the address listed on Page One of this Agreement. 14. Independent Agent and Employees The Agency agrees that, in all matters relating to this Agreement, it will be acting as an independent agent and that its employees are not Collier County employees and are not subject to the County Provisions of the law applicable to County employees relative to employment compensation and employee benefits. 15. No Forfeiture The rights of the County under this Agreement are cumulative and failure on the part of the County to exercise promptly any rights given hereunder will not operate to forfeit or waive any of the said rights. 16. Public Entity Crimes As provided in F.S. 287.132-133, by entering into this Agreement or performing any work in furtherance hereof, the Agency certifies that it, its affiliates, suppliers, subcontractors and consultants who will perform hereunder have not within the 36 months immediately preceding the date hereof been placed on the convicted vendor list maintained by the State of Florida Department of Management Services. This notice is required by F.S. 287.133(3)(a). 17. Counterparts Of This Agreement This Agreement, consisting of thirteen (15) enumerated pages including the exhibits referenced herein, shall be executed in two (2) counterparts, each of which shall be deemed to be an original, and such counterparts will constitute one and the same instrument. 18. Entire Understanding This Agreement and its provisions merge any prior agreements, if any, between the Parties hereto and constitutes the entire understanding. The Parties hereby acknowledge that there have been and are no representations, warranties, covenants, or undertakings other than those expressly set forth herein. IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first written above. ~,~(/it h~ss Signature o Printed/Typed Name ,,,~itness S~nature Printed/Typed Name AGENCY: FREEMAN & FREEMAN, INC. a Florida Corporation Printed/Typed Name Approved as to form and legal sufficiency: P'at-ri~k G. White, Assistant County Attorney COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY FRED W. COYEE, Chairma~ ~-~, -05 The Agency agrees to: a. EXHIBIT A - PAGE 1 WORK PROGRAM NARRATIVE Freeman & Freeman, Inc. Construct the road and utilit,~ aspect of Clifton Surveying and Permitting for 10"' Street in Immokalee. Street and the b. Submit invoices in a timely manner at least every two weeks. Make a good faith effort to recognize the Collier County Community Redevelopment Agency as funding supporters in ali publications and publicity as appropriate. Provide a drug and alcohol free environment by developing policies for and carrying out a drug free program in compliance with the Drug Free Workplace Act of 1988. II. The CRA agrees to: A. Provide up to $200,000.00 in funding toward road and utility improvements with the 10th Street and Clifton Street Corridor. B. Provide technical assistance to ensure compliance with the LDC and applicable State, Federal and County regulations and this Agreement. C. Provide overall administration and coordination activities to ensure-that planned activities are completed in a timely manner. Coordinate with FAH to monitor the Agency at any time during the term of this Agreement. Visits may be scheduled or unscheduled as determined by the CRA project manager or FAH, be conducted by CRA and FAH staff or designees, and will ensure compliance with Collier County regulations, that planned activities are conducted in a timely manner, and verify the accuracy of reporting to FAH on program activities. MEMORANDUM Date: To: From: Re: July 29, 2003 Aaron Blair Urban Design Planner Trish Morgan, Deputy Clerk Minutes & Records Department Agreement Between the Collier County Community Redevelopment Agency and Immokalee Community Development Corporation Please find enclosed a copy of the original document as referenced above, approved by the CRA on Wednesday, March 19, 2003 (Agenda Item #6C) . If you should have any questions, please call me at: 774-8406. Thank you. Enclosure AGREEMENT BETWEEN THE COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY AND IMMOKALEE COMMUNITY DEVELOPMENT CORPORATION 20 ~)~, by and between the Collier County Community Redevelopment Agency and the Immokalee Community Development Corporation duly organized and existing by virtue of the laws of the State of Flodda, having its principal office at 720 North State Road 29, Immokalee, FL, 34142, and its Federal Tax Identification Number as 59-3662616, collectively "the parties." WHEREAS, on 1/22/03, the Immokalee Redevelopment Advisory Board recommended approval of up to $49,000 in funding to be applied toward a study on proposed incentives for the Immokalee community, to be conducted by Robert Chades Lesser & Co., LLC; and WHEREAS, on 3/19/03, the Collier County Community Redevelopment Agency approved funding up to $49,000 to be applied toward a study on proposed incentives for the Immokalee community, to be conducted by Robert Charles Lesser & Co., LLC; and WHEREAS, the Collier County Community Redevelopment Agency and the Immokalee Community Development Corporation agree to implement such undertaking as a worthwhile County purpose; and WHEREAS, the Collier County Community Redevelopment Agency desires to engage the Immokalee Community Development Corporation to provide the activities specified in Part II of this Agreement; and NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained, it is agreed as follows: Page 2 of 11 DEFINTION AND PURPOSE PART I 1. Definitions: (1) "CRA" means Collier County Community Redevelopment Agency. (2) "CRA project manager" means Collier County staff member or designee assigned to work with the Community Redevelopment Agency. (3) "County" means Collier County. (4) "ICDC" means Immokalee Community Development Corporation (5) "Project" means the work contemplated to be performed as set forth in Exhibit "A." Purpose: The purpose of this Agreement is to state the covenants and conditions under which the ICDC will implement the Scope of Services set forth in Part II of this Agreement. PART II SCOPE OF SERVICES The ICDC shall, in a satisfactory and proper manner as determined by the CRA, perform the tasks outlined in Exhibit "A" and submit invoices to the CRA project manager using the cover sheet in Exhibit "B", both of which are attached hereto and made a part hereof. PART III COMPENSATION, TIME OF PERFORMANCE, METHOD AND CONDITIONS OF PAYMENT 1. Maximum Compensation The ICDC agrees to accept as full payment for eligible services rendered pursuant to this Agreement the actual amount of budgeted, eligible, and approved expenditures and encumbrances made by the ICDC under this Agreement. Said services shall be performed in a manner satisfactory to the CRA. In no event shall the total compensation or reimbursement to be paid hereunder exceed the maximum and total authorized sum of $49,000. Any funds not obligated by the expiration date of this Agreement shall automatically revert to the County, as set forth in sections 4(7)(e) and 4(8). Page 3 of 11 P6C Time Of Performance The effective date of this Agreement and all fights and duties designated hereunder are contingent upon the timely release of funds for this project by the Collier County Finance Department. The effective date shall be the date of execution of this Agreement, and the services of the ICDC shall be undertaken and completed in light of the purposes of this Agreement. In any event, all services required hereunder shall be completed by the ICDC by September 30, 2003. Method Of Payment The CRA agrees to reimburse the ICDC for all eligible budgeted costs permitted by Federal, State, and County guidelines. In no event shall the CRA provide advance funding to the ICDC. Requests by the ICDC for payments or reimbursements shall be accompanied by proper documentation of expenditures. The ICDC shall not request reimbursement for payments made by the ICDC after expiration date of this Agreement. Payment shall be made by the Collier County Finance Department upon proper presentation of invoices and reports approved by the ICDC, and the CRA project manager. For purpose of this section, originals of invoices, receipts, or other evidence of indebtedness shall be considered proper documentation. When odginal documents cannot be presented, the ICDC must adequately justify their absence, in wdting, and furnish copies. Conditions On Which Payment Is Contingent (2) (1) Implementation of Project Accordinq to Required Procedures The ICDC shall implement this Agreement in accordance with applicable Federal, State, and County laws, ordinances, and codes. The Federal, State, and County laws, ordinances, and codes are minimal regulations, which may be supplemented by more restrictive guidelines set forth by the CRA. No payments will be made until reviewed and approved by the CRA project manager. Financial Accountability The County may have a financial system analysis and/or an audit of the ICDC or of any of its subcontractors by an independent auditing firm employed by the County, or by the County Internal Audit Department, at any time the County deems necessary to determine the capability of the ICDC to fiscally manage the project in accordance with Federal, State, and County requirements. (3) Subcontracts Any work or services subcontracted hereunder shall be specifically by written contract, wdtten agreement, or purchase order and shall be subject to each provision of this Agreement. Proper documentation in accordance with County, State, and Federal guidelines and regulations must be submitted by the ICDC to the CRA project manager for review and approval prior to execution of any subcontract hereunder, in addition, all subcontracts shall be subject to Federal, State, and County laws and regulations. Page 4 of 11 (4) (5) (6) Reports, Audits, and Evaluations Payment will be contingent on the timely receipt of complete and accurate reports required by this Agreement, and on the resolution of monitoring or audit findings identified pursuant to this Agreement. Additional CRA and/or County Requirements The CRA shall have the dght under this Agreement to suspend or terminate payments until the ICDC complies with any additional conditions that may be imposed by the CRA and/or the County at any time. Program-Generated Income All income earned by the ICDC from activities financed in whole or in part by funds provided hereunder must be reported to the CRA. Such income would include, but not be limited to, income from service fees, sale of commodities, and rental or usage fees. The ICDC shall report its plan to utilize such income to the CRA project manager, and said plan shall require the prior wdtten approval of the CRA project manager or designee. PART IV GENERAL CONDITIONS 1. Opportunities For Residents And Civil Ri.qhts Compliance The ICDC agrees that no person shall on the grounds of race, color, disability, national odgin, religion, age, familial status, or sex be excluded from the benefits of, or be subjected to discrimination under, any activity carded out by the performance of this Agreement. Upon receipt of evidence of such discrimination, the CRA shall have the dght to terminate this Agreement. 2. Opportunities For Small and Minority/Women-Owned Business Enterprises In the procurement of supplies, equipment, construction, or services to implement this Agreement, the ICDC shall make a positive effort to utilize small and minority/women- owned business enterprises as sources of supplies and services, and provide these enterprises the maximum feasible opportunity to compete for contracts to be performed pursuant to this Agreement. 3. Evaluation And Monitodn,q The ICDC agrees that the CRA project manager will carry out periodic monitoring and evaluation activities as determined necessary by the CRA or the County and that the continuation of this Agreement is dependent upon satisfactory evaluation conclusions based on the terms of this Agreement and comparisons of planned versus actual progress relating to project scheduling, budgets, audit reports, and output measures. The ICDC agrees to fumish upon request to the CRA, the County, or the County's designees copies of transcriptions of such records and information, as is determined necessary by the CRA or the County. The ICDC shall submit information and status reports required by CRA or the County as requested. Page 5 of 11 ,6C Audits and Inspections At any time during normal business hours and as often as the CRA or the County may deem necessary, there shall be made available by the ICDC to the CRA and/or the County for examination all its records with respect to all matters covered by this Agreement. The ICDC agrees to comply with the provisions of the Single Audit Act of 1984, as amended, as it pertains to this Agreement. The County will require the ICDC to submit a single audit, including any management letter, made in accordance with the general program requirements of A-122 (Cost Principals for Non-Profit Organizations), A-133 (Audits of State, Local Governments, and Non-Profit Organizations), and other applicable regulations within one hundred and eighty (180) days after the end of any fiscal year covered by this agreement. Said audit shall be made by a Certified Public Accountant of the ICDC's choosing, subject to the County's approval. In the event the ICDC anticipates a delay in producing such audit, the ICDC shall request an extension in advance of the deadline. The cost of said audit shall be borne by the ICDC. In the event the ICDC is exempt from having an audit conducted under A-133 (Audits of State, Local Governments, and Non-Profit Organizations), the County reserves the dght to require submission of audited financial statements and/or to conduct a "limited scope audit" of the ICDC as defined by A-133 (Audits of State, Local Governments, and Non-Profit Organizations). The County will be responsible for providing technical assistance to the ICDC, as deemed necessary by the County. Data Becomes County Property All reports, plans, surveys, information, documents, maps, and other data procedures developed, prepared, assembled, or completed by the ICDC for the purpose of this Agreement shall become the property of the CRA without restriction, reservation, or limitation of their use and shall be made available by the ICDC at any time upon request by the CRA or the County. Upon completion of all work contemplated under this Agreement, copies of all documents and records relating to this Agreement shall be surrendered to the CRA project manager if requested. In any event, the ICDC shall keep all documents and records for five (5) years after expiration of this Agreement. Indemnification The ICDC shall protect, defend, reimburse, indemnify and hold the CRA, County, its agents, employees and elected officers harmless from and against all claims, liability, expense, loss, cost, damages or causes of action of every kind or character, including attorney's fees and costs, whether at tdal or appellate levels or otherwise, adsing dudng performance of the terms of this Agreement or due to the acts or omissions of the ICDC. ICDC's aforesaid indemnity and hold harmless obligation, or portion or applications thereof, shall apply to the fullest extent permitted by law. The ICDC will hold the CRA and County harmless and will indemnify the CRA and County for funds. Insurance Unless otherwise specified in this Agreement, the ICDC shall, at its sole expense, maintain in full force and effect at all times dudng the life of this Agreement, insurance Page 6 of 11 coverages, limits, including endorsements, as described herein. The requirements contained herein as to types and limits, as well as the County's review or acceptance of insurance maintained by the Agency, are not intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by the ICDC under this Agreement. (1) Commercial General Liability The ICDC shall agree to maintain Commercial General Liability at a limit of liability not less than $500,000 Each Occurrence. Coverage shall not contain any endorsement excluding Contractual Liability or Cross Liability unless granted by the County's Risk Management Department. The ICDC agrees this coverage shall be provided on a pdmary basis. (2) Additional Insured The ICDC shall agree to endorse the County as an Additional Insured with a CG 2026 Additional Insured - Designated Person or Organization endorsement, or its equivalent, to the Commercial General Liability. The Additional Insured endorsement shall read "Collier County Board of County Commissioners1 a Political Subdivision of the State of Florida, its Officers, Employees and A~ents, c/o Department of Planninq Services." The ICDC shall agree the Additional Insured endorsements provide coverage on a primary basis. (3) Certificate of Insurance The ICDC shall agree to deliver to the County a certificate(s) of insurance evidencing the required insurance is in full force and effect within thirty (30) calendar days pdor to the execution of the Contract by the County. A minimum thirty (30) day endeavor to notify due to cancellation or non-renewal of coverage shall be included on the certificate(s). (4) Right to Review and Adjust The ICDC shall agree the County, by and through its Purchasing Department, in cooperation with the CRA, reserves the dght to periodically review, modify, reject or accept any required policies of insurance, including limits, coverages, or endorsements, herein from time to time throughout the life of this Agreement. The County reserves the right, but not the obligation, to review and reject any insurer providing coverage because of its poor financial condition or failure to operate legally. Maintenance Of Effort The intent and purpose of this Agreement is to increase the availability of the ICDC's services. This Agreement is not to substitute for or replace existing or planned projects or activities of the ICDC. The ICDC agrees to maintain a level of activities and expenditures, planned or existing, for projects similar to those being assisted under this Agreement, which is not less than that level existing prior to this Agreement. Conflict Of Interest The ICDC covenants that no person who presently exercises any functions or responsibilities in connection with the project has any personal financial interest, direct or indirect, in the activities provided under this Agreement which would conflict in any Page 7 of 11 manner or degree with the performance of this Agreement and that no person having any conflict of interest shall be employed by or subcontracted by the ICDC. Any possible conflict of interest on the part of the ICDC or its employees shall be disclosed in wdting to the CRA project manager. 10. Reco.qnition The ICDC will include a reference to the financial support herein provided by the CRA in all publications and publicity. In addition, the ICDC will make a good faith effort to recognize the CRA's support for all activities made possible with funds available under this Agreement. 11. Contract Documents The following documents are herein incorporated by reference and made part hereof, and shall constitute and be referred to as the Agreement; and all of said documents taken as a whole constitute the Agreement between the parties hereto and are as fully a part of the Agreement as if they were set forth verbatim and at length herein: (1) This Agreement including its Exhibits (2) The ICDC's Personnel Policies and Job Descriptions (3) The ICDC's Articles of Incorporation and Bylaws (4) The ICDC's Certificate of Insurance (5) Current list of the ICDC's Officers and members of Board of Directors (6) Copy of executed agreement between ICDC and Robert Charles Associates, LLC Lesser & All of these documents will be maintained on file in the CRA project manager's office. The ICDC shall keep an original of this Agreement, including its Exhibits, and all amendments thereto, on file at its principal office. 12. Termination In the event of termination for any of the following, all finished or unfinished documents, data studies, surveys, drawings, maps, models, photographs, reports prepared, and capital equipment secured by the ICDC with funds under this Agreement shall be returned to the CRA. In the event of termination, the ICDC shall not be relieved of liability to the County or CRA for damages sustained by the County or CRA by virtue of any breach of the Agreement by the ICDC, and the County or CRA may withhold any payment to the ICDC until such time as the exact amount of damages due to the County or CRA from the ICDC is determined. A. Termination for Cause If through any cause either party shall fail to fulfill in a timely and proper manner its obligations under this Agreement, or if either party shall violate any of the covenants, agreements, or stipulations of this Agreement, either party shall Page 8 of 11 13. 14. 15. 18. 19. 20. thereupon have the right to terminate this Agreement in whole or part by giving written notice to the other party of such termination and specify the effective date of termination. B. Termination for Convenience At any time during the term of this Agreement, either party may, at its option and for any reason, terminate this Agreement upon ten (10) working days wdtten notice to the other party. Upon termination, the County shall pay the ICDC for services rendered pursuant to this Agreement through and including the date of termination. Severability Of Provisions If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby if such remainder would then continue to conform to the terms and requirements of applicable law. Amendments The County or CRA may, at its discretion, amend this Agreement to conform with changes required by Federal, State, County guidelines, directives, and objectives. Such amendments shall be incorporated by wdtten amendment as a part of this Agreement and shall be subject to approval of the CRA. Except as otherwise provided herein, no amendment to this Agreement shall be binding on either party unless in wdting, approved by the CRA and signed by both parties. Notice All notice required to be given under this Agreement shall be sufficient when delivered to the CRA at its office, presently located at 3050 N. Horseshoe Ddve, Suite 197, Naples, FL 34104, and to the ICDC when delivered to its office at the address listed on Page One of this Agreement. Independent Agent and Employees The ICDC agrees that, in all matters relating to this Agreement, it will be acting as an independent agent and that its employees are not Collier County employees and are not subject to the County Provisions of the law applicable to County employees relative to employment compensation and employee benefits. No Forfeiture The rights of the County under this Agreement shall be cumulative and failure on the part of the County to exercise promptly any rights given hereunder shall not operate to forfeit or waive any of the said rights. Public Entity Crimes As provided in F.S. 287.132-133, by entering into this Agreement or performing any work in furtherance hereof, the ICDC certifies that it, its affiliates, suppliers, Page 9 of 11 21. 22. subcontractors and consultants who will perform hereunder have not been placed on the convicted vendor list maintained by the State of Flodda Department of Management Services within the 36 months immediately preceding the date hereof. This notice is required by F.S. 287.133(3)(a). Counterparts Of This Agreement This Agreement, consisting of eleven (11) enumerated pages including the exhibits referenced herein, shall be executed in two (2) counterparts, each of which shall be deemed to be an original, and such counterparts will constitute one and the same instrument. ENTIRE UNDERSTANDING This Agreement and its provisions merge any pdor agreements, if any, between the parties hereto and constitutes the entire understanding. The parties hereby acknowledge that there have been and are no representations, warranties, covenants, or undertakings other than those expressly set forth herein. WITNESS our Hands and Seals on this ~.~ day of ~-c;l~ 20 0'~. (ICDC SEAL) BY: IMMOKA'L"EE COMMUNITY DEVELOPMENT Steve Price, President BY: ' ' Attorney for ICDC (Signature Optional) DwIG ,t~-." BR~C, LERK B Appmv~a~ to fo~ and ko,al sufficiency: Patrick ~ite Assistant County A~orney COMMUNTIY REDEVELOPMENT AGENCY OF COLLIER COUNTY, FLORIDA FRED COYLE'7~H,~IRMAN Page 10 of 11 EXHIBIT A WORK PROGRAM NARRATIVE Immokalee Community Development Corporation I. The ICDC agrees to: A. Via its sub-recipient, Robert Chades Lesser & Associates, LLC, deliver an economic stimulus package to the Collier County Board of County Commissioners designed to encourage economic diversification, and workforce housing development within the Immokalee community; the package is to include hypothetical models and an executive report summarizing the proposals, based on local interviews and research analysis. B. Submit final invoice in a timely manner. C. Make a good faith effort to recognize the Collier County Community Redevelopment Agency (CRA) as funding supporters in all publications and publicity as appropriate. II. The CRA agrees to: A. Provide up to $49,000.00 in funding toward the cost of the above-referenced study. B. Provide technical assistance to ensure compliance applicable State, Federal and County regulations and this Agreement. C. Provide overall administration and coordination activities to ensure that planned activities are completed in a timely manner. D. Coordinate with the CRA project manager to monitor the ICDC at any time dudng the term of this Agreement. Page 11 ofll TO: FROM: RE: EXHIBIT "B" LETTERHEAD STATIONERY Randall Cohen, Community Redevelopment Manager Planning Services Department 3050 N. Horseshoe Drive, Suite 197 Naples, FL 34104 Name of Subgrantee: Address: Phone: INVOICE REIMBURSEMENT Attached, you will find Invoice # , requesting reimbursement in the amount of $ The expenditures for this invoice covers the pedod through You will also find attached back-up original documentation relating to the expenditures being invoiced. Approved for Payment by CRA project manager: Printed name of CRA Project Manager: DATE: