Agenda 06/24/2014 Item #14B16/24/2014 14.B.1.
EXECUTIVE SUMMARY
Recommendation that the Community Redevelopment Agency (CRA) review an offer to purchase CRA owned
property in the Gateway mini - triangle by Fortino Construction & Development, LLC and Assignee and provide
staff direction.
OBJECTIVE: To obtain direction from the Community Redevelopment Agency regarding the potential sale
of CRA owned property.
CONSIDERATION: The subject site comprises six (6) parcels (Exhibit A) located in the center of the
Gateway mini- triangle comprising approximately 5.27 acres. This area is identified in the CRA Redevelopment
Plan as a potential site for a catalyst redevelopment project. It is also identified in the Growth Management Plan
(GMP) Future Land Use Element (FLUE) Bayshore /Gateway Triangle Redevelopment Overlay as a catalyst
project site "... eligible for the maximum density of 12 units per acre, with development standards as contained
in the Gateway Triangle Mixed Use District zoning overlay... ".
In 2009, the CRA Board authorized the purchase of 5.27 acres of commercial property in the Gateway mini -
triangle for the sum of $6,386,000. The property was purchased with proceeds from the Fifth Third Bank loan.
The site is improved with four buildings and a cell tower. The buildings operate as a rental car business, a
plastering service business, a collision repair shop and a retail nursery. The properties generate a yearly rental
income of approximately $301,000 to the CRA and are not exempt from property taxes and therefore on the tax
roll. Taxes in 2014 were approximately $24,350 of which the CRA was reimbursed approximately $24,000.
Three of the four buildings have maintained 100% occupancy and the leases are scheduled to expire in 2015.
The fourth lease is scheduled to expire in 2016. Tenants are aware the site was purchased for redevelopment
purposes and is identified in the Redevelopment Plan as a catalyst site. The CRA is currently working with the
Real Property Management Department's Leasing Specialist and the County Attorney's Office to review the
termination provisions of the leases.
Fortino and his Assignees desire to purchase and redevelop the site with a mixture of uses comprising a senior
housing component and /or a hotel including personal services, retail, restaurants and office uses. A contract
setting forth the terms of the offer and an offering price of $5,000,000 is attached hereto for review. The CRA
staff is seeking direction from the CRA Board whether it is the desire of the Board for staff to work with the
County's Real Property Management Department and the County's Attorney's Office to prepare a Purchase
Agreement to bring back to the Board for review and approval. An appraisal of the site was conducted by the
County's Real Property Management Department in April of 2014, which provided for an estimated market
value of the site to be $5,212,808.00. According to Fortino Construction & Development their total project
budget is estimated at $55,000,000. In accordance with Florida Statute 193.011, the Property Appraiser
appraises property at 100% just value, which equates with market value minus reasonable costs. I.f reasonable
cost is estimated to be 15% the taxable value would equate to $46,750,000.
Anthony Fortino has 25 years experience in the construction and development industry with offices in the New
York/New Jersey metro area and Naples (Fortinoconstruction.com).
A presentation was made by the developers to the CRA Advisory Board at the May 6, 2014 meeting. The
advisory board voted unanimously for staff to take the contract to the CRA Board for their review and direction.
The property is currently zoned C -4 and within the GTMUD -MXD Overlay. The Developer is open to
investigating other uses than provided for in the contract of which will be further explored if the Board so
Desires to direct staff to begin negotiations. Negotiated contracts, proposals and associated documents will be
brought back to the Board for review
Packet Page -307-
6/24/2014 14. B.1.
FISCAL IMPACT: Assuming this new development will generate increased CRA taxable value of
$46,750,000, the tax increment value associated with this new development if applied in FY 16 totals $221,900.
If one assumes a 3% tax base increase in FY 16 in addition to the new development the added tax increment
would amount to $298,000. Current CRA debt outstanding at June 16, 2014 totals $7,054,044 and the monthly
payoff is $41,988. This current balance does not include the recent property sales approved by the Board.
LEGAL CONSIDERATIONS: If so directed, the County Attorney will work with CRA staff and Real
Property Management to implement Board's direction. This item has been reviewed by the County Attorney, is
legally sufficient, and requires majority vote for approval. -JAB
GROWTH MANAGEMENT: There is no impact on the County's long -range planning effort.
RECOMMENDATION: Recommendation that the Community Redevelopment Agency (CRA) review an
offer to purchase CRA owned property in the Gateway mini - triangle by Fortino Construction & Development,
LLC and Assignee and provide staff direction.
PREPARED BY: Jean Jourdan, Interim Director
Bayshore /Gateway Triangle CRA
Packet Page -308-
6/24/2014 14.B.1.
COLLIER COUNTY
Board of County Commissioners
Item Number: 14.14. B. 14. B. 1.
Item Summary: This item to be heard at 10:40 a.m. Recommendation that the Community
Redevelopment Agency (CRA) review an offer to purchase CRA owned property in the Gateway mini -
triangle by Fortino Construction & Development, LLC and Assignee and provide staff direction.
Meeting Date: 6/24/2014
Prepared By
Name: JourdanJean
Title: Project Manager, County Redevelopment Agency
6/9/2014 2:08:01 PM
Submitted by
Title: Project Manager, County Redevelopment Agency
Name: JourdanJean
6/9/2014 2:08:02 PM
Approved By
Name: CasertaAshley
Title: Project Manager, CRA, County Redevelopment Agency
Date: 6/9/2014 3:22:07 PM
Name: BelpedioJennifer
Title: Assistant County Attorney, CAO General Services
Date: 6/18/2014 10:51:12 AM
Name: BelpedioJennifer
Title: Assistant County Attorney, CAO General Services
Date: 6/18/2014 11:18:02 AM
Name: KlatzkowJeff
Title: County Attorney,
Date: 6/18/2014 1:32:49 PM
Packet Page -309-
6/24/2014 14.B.1.
Name: FinnEd
Title: Management/Budget Analyst, Senior, Transportation Engineering & Construction Management
Date: 6/18/2014 2:52:06 PM
Name: OchsLeo
Title: County Manager, County Managers Office
Date: 6/18/2014 4:25:27 PM
Packet Page -310-
L
Vac
2-
3-
4
s•
6•
r
a•
9•
lo-
11-
12-
13'
14•
1s
16•
17-
lo-
19
20•
W.,2i-
W
6/24/2014 14. B.1.
ant Land Contract.
PARTIES AND DESCRIPTION OF PROPERTY
1. SALE AND PURCHASE: Collier County 12edevelopmentAgency Board
l (Seller')
and Fortino Construction & Deveibprrient, LLC and Assignee
1 ('Buyer'
agree,to sell and buy on the temp and conditions specified below the property (•Property °) described as:
Address: 1991, 1§65, and 1933 Tamiami Trail• East & 2000, 2054 and 1936 Davis Blvd, Naples Flc
$
nda 34112
Legal Description: 00388440007, 00388480009, 77510200006 ,77510280000,77510320009,and 77510240008
3
•
t
i
l
including'all improvements and the following tidditional property: )
I
PRICE AND FINANCING
2. PuRGHASE•PRICE: $ 5,000,000.00 payable by Buyer in U.S. funds as follows: )
..._• pry
~
(b) g - 920,000:00
24• (C)
25• (d) $
26- (e)'g. ..•4,8.50,000.00
27
for delivery to Cheffy Passidomc
signature NsmeofCompany
(Address of.!Escrow Agent) Cheffy Passidomo 821 5Th A
(Phone # ofjEscrow Agent) 239 - 261 =9300
Additional 8eposft to be delivered to Escrow Agent by AuAr
or days from Effective Date (10 days If left blank).
Total financing (see Paragraph 3 below) (express as a dollar amount
Other.
-- �r
— '('Escrow Agent ")
aples FI
Balance to close (not Including Buyer's closing costs, prepaid items Ad prorationsj. All funds
paid at closing must be paid by locally drawn cashier's check, official check orwired funds.
28' ❑ (�'(cotnpyefe only if purchase price will be determined based on a per unit cost Instead of a Med.Ptitti).The unit
29. used to dexermlhe'the purchase price Is ❑ lot ❑ acre ❑ square foot ❑ other (specify. 1
?0- prorating areas of less than a full unit. The; purchase price will be $ per unit based on a "calculation of total
31 area of the'Properly as certified to Buyer and Seller by a Florida - licensed surveyor in accordance wltf�l Paragraph. 8(c),of this
32• Contract..Tf}e;fpitowing rights of way and other areas will be excluded from the calculation: 11
33.
3 4 ' 3. CA$H/FINAIVC[NG (Check as applicable) ❑x (a) Buyer will pay cash for the Property with no.ipajlcir�g.:co.Offiigency.
' ❑(b) Ttti`s;Coiafract is contingent on Buyer qualifying and obtaining the commitment(s) or approva (s) specified betord (the
36• •Financin within ' da from Efrective Date if left blank then Closing Date or 30 days from E ectiV6 Date; whichever
9 ")-... Ys C g Ys
37' occurs ftrst):(the �Ffriancing Period'). i3uyer will apply for Financing within days from Effective Eate (5 days if left blank)
33 and will trr)eiX provide any and ai! aedit, employment, financial and other information required by.tt3e lendef.'If Buyer, after
39 cising.ditfgglace arid'good faith, cannot obtain the Financing within the Financing Period, either party may'cancel this Contract
4e• aridBtiyerss deposft(s) will be returned after Escrow Agent receives proper authorization from all interested parfles.
41' ❑:c1j- New,Finaricing: Buyer wlil securea commitment for new third partyfinancing for $ 1 or
42• 'O of`the purchase price at the prevailing-interest rate and loan costs based on Buyer's•creditworthiness. Buyerwill
43 keeP'Seiler ltd Broker fully informed of the loan application status and progress and authorizes :he lender or mortgage
44 broker•to dlsciose all such information to, Seller and Broker.
45' ❑(2Ablfer Financnng: Buyer will execute a ❑ first [] second purchase money note and mortgage to Seller in the
46' amount•of'$_ . bearing annual interest at °% and payable as follows: f
4'r _
48 The; ., rtgage, note ,.and any security agreement will be in a form acceptable to Seller and willjfollow forms generally
49 a . d'in-the county where the Property Is located; wili'provide fora late payment fee grid acce'lera yon at the mortgagee's
�' Suyer' t_,_.) andSetter (_) ( i) acknowiedge�receipt of a copy of this page, which is Pag�1 of 7 Pages.
VAC =9 - /Uy V2007 Florida Association:of Rruroe Wi Rights Reserved
smia'uass%ooi3ac3io Packet Page - 311- CtIS7',
6/24/2014 14.B.1.
61 option If Buyer defaults: will give Buyer the right to prepay without penalty all or part of the principal at any time(s) with
52 interest only to date of payment; will, be due on conveyance or sale; will provide for release lof contiguous parcels, if
63 applicable; and will require Buyer to kep liability insurance on the Property, with Seiler as additloraal named Insured. Buyer
54 authorizes Seller to obtain credit, employment and other necessary information to determine creditworthiness for the
ss financing. Seller will, within 10 days from Effective Date, give Buyer written notice of whether or not Seilerwiil make the loan.
56- ❑(3) Mortgage Assumption: Buyer will take title subject to and assume and pay existing first mo gage to
57'
so* LN; . In the approximate amount of $ 1 currently paxable at
59• $ per month including principal, interest, ❑ taxes and insurance and ha i ng a ❑ fixed u other
60• (describe)
61- interest rate of _c/o which ❑ will [-]will not escalate upon assumption. Any variancelln the mortgage will be
62 adjusted in the balance due at closing with no adjustment to purchase price. Buyer will purchase Seller's escrow
63• account dollar for dollar. If the lender`disapproves Buyer, or the interest rate upon transfer exrkeds °% or the
64, assumption/transfer fee exceeds $ . either party may elect to pay the excess, fail ng which this agreement
65 will terminate and Buyer's deposit(s) will be returned.
thirty days after the "Land Use Approvals" become final and ::non appealable
66 CLOSING I
67 4. CLOSING DATE; OCCUPANCY: This Contract will be closed and the deed and possession delivered orb 17)acembsr 30-
68- '2944 (Cl6sing Date "). Unless the Closing Date is specifically extended by the Buyer and Seller or by any other provision in this
69 Contract, the Closing Date shall prevail over all other time periods including, but not limited to, financing and feasibility study
70 periods. if on Closing Date insurance underwriting Is suspended, Buyer may postpone closing up to 5 days after the insurance
71 suspension is lifted. if this transaction does not close for any reason, Buyer will immediately return all Seller- provided title
72 evidence, surveys, association documents and other items.
73 S. CLOSING PROCEDURE; COSTS: Closing will take place in the county where the Property is located apd may be conducted by
74 malt or electronic means. If title Insurance insures Buyer for title defects arising between the title b nder effective date and
7s recording of Buyer's deed, closing agent will disburse at closing the net sale proceeds to Setter (In local cashier's checks if Seller
76 requests in writing at least 5 days prior to closing) and brokerage fees to Broker as per Paragraph 17. Ina I dition to other expenses
n provided In this Contract, Setter and Buyer will pay the costs Indicated below.
78 (a) Seller Costs:
79 Taxes on the deed
ao - Recording fees for documents needed to cure title
81 Title evidence (if applicable under Paragraph 8)
a2r Other.
s3 (b) Buyer Costs:
s4 Taxes and recording fees on notes and mortgages
as Recording fees on the deed and financing statements
ac Loan expenses
87 Lender's title policy at the simultaneous issue rate
sa Inspections
89 Survey and sketch
90 Insurance
9r Other.
92 (c) Title Evidence and Insurance: Check (1) or (2):
93• ❑(1) The title evidence will be a Paragraph 8(a)(1) owner's title insurance commitment❑ Seller will select the title agent and
94' will pay.for the owner's title policy, search, examination and related charges or ❑x Buyerwill select t ie title agent and pay for
96- the owner's title policy, search, examination and related charges or ❑ Buyer will select the title agent and Seller will pay for
96 the owner's title policy, search, examination and related charges.. 1
97' ❑(2) Seller will provide an abstract as speclfied in Paragraph 8(a)(2) as title evidence. ❑ Seller ❑ Buyer will pay for the
98 owner's title policy and select the title agent. Seiler will pay fees for title searches prior to. closing, including tax search and
99 lien search fees, and Buyer will pay feesfor title searches after closing (If any), title examination fees and closing fees.
100 (d) Prorationsi The following items will be made current and prorated as of the day before Closing Date: real estate taxes,
101 interest; bonds, assessments, leases and other Property expenses and revenues. if taxes and assessments for the curtent year
102 cannot be determined, the previous year's rates will be used with adjustment for any exemptions. PROPERTY TAX
103 DISCLOSURE SUMMARY: BUYER SHOULD NOT RELY ON THE SELLER'S CURRENT PROPERTY TAXES AS THE AMOUNT OF
104 PROPERTY TAXES THAT BUYER MAY BFOBLIGATED TO PAY IN THE YEAR SUBSEQUENT TO PU�CHASE. A CHANGE OF
105 OWNERSHIP OR PROPERTY IMPROVEMENTS TRIGGERS REASSESSMENTS OF THE PROPERTY THAT C ULD RESULT iN HIGHER
106 PROPERTY TAXES. iF YOU HAVE ANY QUESTIONS CONCERNING VALUATION, CONTACT THE COUNTY PROPERTY APPRAISER'S
107 OFFICE FORFURTHER INFORMATION.
108 (e) Spe ' I Assessment by Public Body: Regarding special assessments Imposed by a public body, Seller will pay (f) the full
109 amou ileiis that are certified; confirmed and ratified before closing and (It) the amount of the last estimate of the assessment
110• Buyer. (_� and Seller L� ( 1 acknowledge receipt of a copy of this page, which Is Page 2 of 7 Pages.
VAC.9 R , ®2007 Florida Association of Rear TOas° Ali Rights Reserved
SediaM- 035337.000139- `086370 Packet Page - 312 -
6/24/2014 14.B.1.
* the uses, heights, intensities and densities. described in the "Laud Use
Approvals rr
111 !fan improvement is substantially completed as of Effective Date but has not resulted in a lien befc
112' pay all other amounts. If special assessmbnts may be paid in installments ❑ Buyer E] Seller (if k
113 Installments due after closing. if Seller is checked, Seller will pay the assessment in full prior to or at
114 body does not include a Homeowner Association or Conddminium Association.
115 (f) Tax Withholding: If Seller Is a `foreign person' as defined by FIRPTA, Section 1445 of the Interr
116 Buyer to withhold 10% of the amount realized by the Selidr on the transfer and remit the withhe
117 Revenue Service (IRS) unless an exemption applies. The primary exemptions are (1) Seller provid+
118 that Seller is not a 'foreign person', (2) Seiler .provides Buyer with a Withholding Certificate
119 eliminated withholding, or (3) the gross '.sales price Is $300,000 or less, Buyer is an individual who 1
120 use as a residence, and Buyer or a member of Buyer's family has definite plans to reside at the Prop
121 number of days the Property is in use during each of the first two 12 month periods after transfer. T
122 Seiler to have a US. federal taxpayer identification number (,TIM,). Buyer and-Seller agree to execu
123 any instrument, affidavit or statement reasonably necessary to comply with FIRPTA requirements !n(
124 within 3 days from Effective Date and delivering tfielr respective TIN or Social Security numbers to tt
125 applies for a withholding certificate but the application is still pending as of closing, Buyer will place
126 Seller's expense to be disbursed in accordance with the final determination of thie IRS, provided Sel
127 Buyer' notice of the pending' application in accordance with-Section 1445:. If Buyer does not pay su
128 meet the withholding requirement. Seller will deliver. to Buyer at closing the additioriai cash
129 requirement. Buyer will timely disburse the funds to the IRS and provide Sellerwlth copies of the tax
130 (q) 1031 Exchange: If either Seller or Buyer wishes to enter Into a like -kind exchange (either simul,
131 after) under Section 1031 of the Internal Revenue Code (•Exchange "), the other party will cooperate lm
132 effectuate the Exchange Including executing documents, provided, however, that the cooperating pat
133 cost related to the Exchange and that the closing shall not be contingent upon, extended or delayed b5
734 PROPERTY CONDITION
135 6. LAND USE: Seller will deliver the Property to Buyer at the time agreed in its present as is, c
136 resulting from Buyer's Inspections and casualty damage, if any, excepted. Seller will maintain the lai
137 a comparable condition and will not engage: In or permit any activity that would materially alter the Prc
138 the Buyer's prior written consent.
139 (a) Flood .Zone: Buyer Is advised to verify by survey, with the lender and with appropriate governrT
too zone the Property is In, whether flood insurance is required and what restrlctions apply to imp
141 rebullding in the event of casualty.
142 (b) Government Regulation: i3uyer is advised that changes in government regulations and ieve
143 Buyer's intended use of the Property will not be grounds for canceling this Contract if the Feasibility
144 or if Buyer has checked choice (c)(2) below.
145 (c) Inspections: (check (1) or (2) below) ' ' - ! 1±20
146' ❑(1) Feasibility Study: Buyer will.at Bunse and within from Effective Date
147* Period), determine whether the Property Is suitable, In Buyer's sole and absolute. discretion
148 ' - -lase. During the Feasibility Study Period, Buyer may conduct.
tag assessment and any other tests, analyses, surveys and investigations (inspection`) that Bu
150 determine to Buyer's satisfaction the Property's engineering, architectural and environmenta.
151 zoning restrictions; subdivision statutes; loll and grade; availability of access to public roads, v
152 consistency with local, state and regional growth management plans; availability of permits, got
153 licenses; and other Inspections that Buyer deems appropriate to determine the Property's su
154 Intended use. If the Property must be rezoned, Buyer will obtain the rezoning from the appropda
155 Seilerwill sign all documents Buyer is required to file in connection with development or rezoning
156 seller gives Buyer, its agents, contractors and assigns, the right to enter the Property at any tin
157 Study Period for the purpose of conducting Inspections; provided, however, that Buyer, its ;
158 assigns enter the Property and conduct Inspections at their own risk. Buyer will indemnify ar
159 from losses, damages, costs, claims and expenses of any nature, including attorneys' fees,
160 incurred in application for rezoning orrelated proceedings, and from liability to any person, aris
161 any and all Inspections or any work authorized by Buyer. Buyer will not engage in any activii
162 construction lien being riled against the Property without Seller's prior written consent. If th
163 close, Buyer will, at Buyer's expense; (1) repair all damages to the Property resulting from the
164 the Property to the condition it was In prior to conduct of the Inspections, and (2) release to Sell
165 work generated as a result of the Inspections.
166 "Buyer will deliver written notice to Seller prior to the expiration of the Feasibility Study Period of B
167 whether or not the Property is acceptable. Buyer's failure•to comply with this notice requirement w'
169 of the Property as suitable for Buyer's - intended use in .-Its as Is, condition. If the Property is unal
169 written notice of this fact is timely delivered to Seller, this*Contract will be deemed terminated
170 Feasibility Study period ends and Buyer's deposit(s) will be returned after Escrow Agent receives pr
71 all interested parties.
172- ❑(2) o Feasibility Study: Buyer is satisfied that the Propertyls suitable for Buyer's purposes, me
173 sat! at either public sewerage and water are available to the Property or the Property will be al
l 174' Buyer ( ) and Seller L_ j ( 1 acknowledge receipt of a copy of this page, which is Pac
v VAC -9 Rev. 0 2007 Florida Association of Ruaoe Ail Rights Reserved Ii
• - i
Se&W: 035337 -000139. 0386370
Packet Page -313-
closing, and Buyer will
blank, Buyer) shall pay
time of closing. Public
it Revenue Code requires
J amount to the internal
s Buyer with an affidavit -
)roviding for reduced or
urchases the Property to
ly for at least 50% of the
e IRS requires Buyer and
e and deliver as directed
uding applying for a TIN
Closing Agent. If Seller
the 10% tax In escrow at
er so requests. and gives
ncient cash at closing to
lecessary to satisfy the
)rms and receipts. -
aneously with dosing or
III reasonable respects to
y will incur no liability or
the Exchange.
ri, with conditions
ng and grounds in
condition without
agencies which flood
ng the Property and
of service which affect
udy Period has expired
*
for 1-r eMeM4%sft
Phase I environmental
er deems necessary to
Properties*, zoning and
3ter, and. other utilities;
3rnment approvals, and
,ability for the Buyer's
3 government agencies.
►e during the feasibility
(gents, contractors and
d hold Seiler harmless
expenses and liability
ng from the conduct of
y that could result in a
Is transaction does not
Inspections and return
er all reports and other
uyer's determination of
11 constitute acceptance
:ceptable to Buyer and
as of the day after the
)per authorization from
ling being
roved for the
3 of 7 Pages.
Y_
* the uses, heights, intensities and densities described in
Approvals"
175 installation of a well and /or private sewerage disposal system and that existing zoning and other
176 restrictions, such as subdivision or deed restrictions, concurrency, growth management and env
r177 acceptable to Buyer. This Contract is not contingent on Buyer conducting any further investigati
176 (d) Subdivided Lands: If this Contract is for the purchase of subdivided lands, defined by Florida L
179 land which Is divided or is proposed to bei divided for the purpose of disposition into 50 or more lots,
180 or (b) Any land, whether contiguous or not, which is divided or proposed to be divided into 50 or r
181 interests which are offered as a part of a common promotional plan', Buyer may cancel this
182 whatsoever for a period of 7 business days from the date on which Buyer executes this Contract
183 within the period provided, all funds or other property paid by Buyer will be refunded without pena
184 days of the receipt of the notice of cancellation by the developer.
6/24/2014 14.B.1.
"Land Use
regulations and
I conditions, are
w as '(a) Any contiguous
)arcels, units, or interests:
ore lots, parcels, units, or
Contract for any reason
If Buyer elects to cancel
ty or obligation within 20
185 7, RISK OF LOSS; EMINENT DOMAIN: if any portion of the Property Is materially damaged by casualty before closing, or Seller
186 negotiates with a governmental authority to transfer all or part of the Property In lieu of eminent domain proceedings, or if an
187 eminent domain proceeding is initiated, Seller will promptly inform Buyer. Either patty may cancel this Contract by written
18a notice to the other within 10 days from Buyer's receipt of Seller's notification, failing which Buyer wilt close in accordance with
in this Contract and receive all payments made: by the government authority or insurance company, if any.{
190 TITLE
191 8. TITLE: Seller will convey marketable title to the Property by statutory warrant deed or trustee, l
192 guardian deed as appropriate to Seller's status.
143 (a) Title Evidence: Title evidence will show legal access to the Property and marketable title of recc
194 with current title standards adopted by the Florida Bar, subject only too the fol wing title exceptioi
145• Buyer's intended use of the Property as �d s+a+ ..., . covenants, ease
196 record; matters of plat; existing zoning and government regulations: oil, gas and mineral rights of re
147 entry; current taxes; mortgages that Buyer will assume: and encumbrances that Seller will disch
198 Seller will deliver to Buyer Seller's choice of one of the following types of title evidence, which mi
199 In the county where the Property Is located (specify in Paragraph 5(c) the selected type). Setter v
zoo Beach County and option (2) in Miami -Dade County.
201 (1) A title insurance commitment issued by a Florida- licensed title insurer in the amount of the r
202 only to title exceptions set forth in this Contract and delivered no later than 2 days before Closing 1
203 (2) An existing abstract of title from' a reputable and existing abstract firm (if firm is not existii
204 certified as correct by an existing firm) purporting to be an accurate synopsis of the instrumi
20s Property recorded in the public records of the county where the Property Is located and certified b
206 if such an abstract Is not available to Seller, then a prior owner's title policy acceptable to the p
207 for reissuance of coverage. Seller will pay for copies of all policy exceptions and an update ti
�..• 208 Buyer's.closing agent from the policy effective date and certified to Buyer or Buyer's closing ager
209 all documents recited in the prior policy and in the update. If a prior policy is not available to Set
210 the title evidence. Title evidence will be delivered no later than 10 days before Closing Date.
211 (b) Title Examination: Buyer will examine the title evidence and deliver written notice to Seller, wit
212 title evidence but ho later than Closing Date, of any defects that make the title unmarketable. Sell
213 • receipt of Buyer's notice of defects ('Curative Period ") to cure the'defects at Seller's expense. If Selie
214 the.Curative Period, Seiler will deliver written notice to Buyer and the parties will close the trans)
?15 within 10 days from Buyer's receipt of Seiler's notice if Closing Date has passed. If Seller is unable t,
216 the Curative Period, Seller will deliver written notice to Buyer and Buyer wilt, within-10 days from i
217 either cancel this Contractor accept title with existing defects and close the transaction.
218 (c) Survey: Buyer may, prior to Closing Date and at Buyer's expense, have the Property surveyed an(
219 Seller, within 5 days from receipt of survey but no later than 5 days prior to closing, of any encroac
220 encroachments by the Property's improvements on other lands or deed restriction or zonir
721 encroachment or violation will be treated! in the same manner as a title defect and Buyer's and Se
M determined in accordance with subparagraph (b) above.
223 '(d).Coastal Construction Control Line: if any part of the Property lies seaward of the coastal coi
224 defined in Section 161.053 of the Florida Statutes, Seiler shall provide Buyer with an affidavit or ti
225 delineating the line's location on the Property, unless Buyer waives this.requirement in writing. The P
226 may be subject to coastal erosion and to federal, state, or local regulations that govern coastalpropei
227 of the coastal Construction control line, rigid coastal protection structures, beach nourishment, and
228 turtles. Additional information can be obtained from the Florida Department of Environmental Prote
229 there are significant erosion conditions associated with the shoreline of the Property being purchased.
230- r__1 Buyer waives the right to receive a CCCL• affidavit or survey.
231 MISCELLANEOUS
232 9. EFFECTIVE-DATE; TIME; FORCE MAJEURE:
233 (a) Effective Date: The 'Effective Date' of this Contract is the date on which the last of the parties init
234 final offer or counteroffer. Time is of the essence for all provisions of this Contract.
gas (b) Time: All time periods expressed as days will be computed in business days (a *business day
236 excep turday, Sunday and national legal holidays). If any deadline falls on a Saturday, Sul
237' Buyer (�. and Seiler (_J L__LJ acknowledge receipt of a copy of this page, which is Pac
VAC -9. R 0 2007 Florida Association of REALTOasP'All Rights Reserved
Serie1C;035337 -0Q0139�6386370 `— _- -- -_+ - - -_• —
Packet Page -314-
representative or
in Seller in accordance
none of which prevent
.nts and restrictions of
-d if there Is no right of
e at or before closing.
be generally accepted
use option (1) in Palm
price and subject
3, then abstract must be
its affecting title to the
Effective Date. However
)posed insurer as a base
a format acceptable to
together with copies of
w then (1) above will be
n 5 days from receipt of
will have 30 days from
cures the defects within
Lion on Closing Date or
cure the defectswithin
ceipt of Seller's notice,
deliver written notice to
iments on the Property,
i violations. Any such
ler's obligations will be
Lion control line as
as required by law
ty being purchased
:luding delineation
otection of marine
Including whether
or signs and delivers
Is every calendar day
Jay or national legal
4 of 7 Pages.
238 holiday, performance will be due the next business day. All time periods will end at 5:00 p.m. local ti
239 where the Property is located) of the appropriate day.
240 (c) Force Majeure: Buyer or Seller shall not be required to perform any obligation under th
241 each other for damages so long as the performance or non - performance of the obligation is del
242 by'an act of God or force majeure. An !,act of God' or 'force majeure' is defined as hurricanes
z43 unusual transportation delays, wars, insurrections and any other cause not reasonably within tl
244 Seller and which by the.exercise of due diligence the non - performing party is unable in who
245 overcome. All time periods, including Closing Date, will be extended (not to exceed 30 days) fo
246 majeure or act of God is In place. In the event that such •act of God' or 'force majeure' event
247 days in this sub - paragraph, either party may cancel the Contract by delivering written notice
248 deposit shall be refunded.
249 10. NOTICES: All notices shall be in writing and will be delivered to the parties and Broker by mail, per
250 media. Buyer's failure to deliver timely written notice to Seller, when such notice is required b5
251 any contingencies will render that contingency null and void and the Contract will be construed
252 not exist. Any notice, document or item delivered to or received by an attorney or licensee
2w broker) representing a party will be as effective as if delivered to or by that party.
254 11. COMPLETE AGREEMENT: This Contract is the entire agreement between Buyer and Selle
255 agreements, no prior or present agreements will bind Buyer, Seller or Broker unless incorpo
256 Modlflcations of this Contract will not be binding unless in writing, signed or initialed and delivered by i
257 Contract, signatures, initials, documents referenced in this Contract, counterparts and written mo
2ss electronically or on paper will be acceptable for all purposes, including delivery; and will be binding. H
2s9 terms inserted in or attached: to this Contract prevail over preprinted terms. If any provision of this Con
z6o or unenforceable, all remaining provisions will continue to be fully effective. Buyer and Seller will use c
261 performing all obligations under this Contract. This Contract will not be recorded in any public records.
262 12. ASSIGNABILITY; PERSONS BOUND: B: uyer may not assign this Contract without Seller's wi
263 'Buyer,' ' Seller,' and 'Broker may be singular or plural. This Contract is binding on the heirs, administ
264 representatives and assigns (if permitted) of Buyer, Seller and Broker.
265 DEFAULT AND DISPUTE RESOLUTION
266 13. DEFAULT: (a) Seller Default: If for any reason other than failure of Seller to make Seller's title
267 effort, Seller falls, refuses or neglects to perform this Contract, Buyer may choose to receive a return b
268 waiving the right to seek damages or to seek specific performance as per Paragraph 14. Seller will also
269 full amount of the brokerage fee, (b) Buyer;Default: If Buyer fails to perform this Contract within the
270 timely payment of all deposits, Seller may choose to retain and collect all deposits paid• and agreed
271 damages or to seek specific performance as per Paragraph 14 ; and Broker will, upon demand, receive
272 and agreed to be paid (to be split equally among Brokers) up to the full amount of the brokerage fee.
273 14. DISPUTE RESOLUTION: This Contract will be construed under Florida law. All controversies, clal
274 question arising out of or relating to this transaction or this Contract or Its breach will be settled as folloti
2r (a) Disputes concerning entitlement to deposits made and agreed to be made: Buyer and Sell
276 the date conflicting demands are made to attempt to resolve the dispute through mediation. If th
277 submit the dispute, if so required by Fidrida law, to Escrow Agents choice of arbitration, a Florida
278 Estate Commission ('FREC•). Buyer and Seller will be bound by any resulting award, judgment or or
279 under Chapter 475, FS and the FREC rules to timely notify•the FREC of an escrow dispute and ti
280 dispute through mediation, arbitration, interpleader, or an escrow disbursement order, if the broker
281 to brokers and does not apply to title companies, attorneys or other escrow companies.
282 (b) Alf other disputes: Buyer and Selier:will have 30 days.from the date a dispute arises between th
the matter through mediation, failing which the parties will resolve the dispute through neutral bi
284 county where the Property is located. Th'e arbitrator may not after the Contract terms or award any
285 in this Contract. The award will be based on the greater weight of the evidence and will state
286 contractual authority on which it is based: If the parties agree to use discovery, it will be in accordan
287 of Civil Procedure and the arbitrator will resolve all discovery- related disputes. Any disputes with a re
288 in Paragraph 17 will be submitted to arbitration only if the licensee's broker consents in writing tc
289 proceeding. This clause will survive closing.
290 (c) Mediation and Arbitration; Expenses: 'Mediation" is a process in which parties attempt
291 submltting It to.an impartial mediator who facilitates the resolution of the dispute but who is rtot f
292 settlement on the parties. Mediation 'will", be in accordance with the rules of the American Arbitratia
293 other'mediator agreed on by the parties.The parties will equally divide the mediation fee, If any. 'A
294 which the parties resolve a dispute by a hearing before a neutral person who decides the mattes
295 binding on the parties. Arbitration will be'in accordance with the rules of the AAA or other arbitrator El
296 Each party to any arbitration will pay its; own fees, costs and expenses, ihcluding attorneys` fees, a
297 arbitrators' fees and administrative fees Of arbitration. In a civil action to enforce an arbitration aware
298 the P1O7 tion shall be entitled to recover` from the nonprevailing party reasonable attorneys' fees, cd.
299• Buyer_ and and Seiler _ j ( ) acknowledge receipt of a copy of this page, which is Pac
02007 Florida Assocration of RFJUlorssx All Rights Reserved
seaeu. 035337 -000-13,9:6 99370 Packet Page -315-
6/24/2014 14.B.1.
(meaning in the county
Contract or be liable to
led, caused or prevented
earthquakes, floods, fire,
1 control of the Buyer or
or in part to prevent or
the period that the force
;ontinues beyond the 30
o the other and Buyer's
al delivery or electronic
Is Contract, regarding
If the contingency did
cludino a transaction
Except for brokerage
ed Into this Contract.
party to be bound. This
cations communicated
dwritten or typewritten
ct is or becomes invalid
Ience and good faith in
consent. The terms
, executors, personal
marketable after diligent
Buyer's deposit without
►e liable to Broker for the
time specified, including
to be paid as liquidated
50% of all deposits paid
and other matters in
!r will have 30 days from
t falls, Escrow Agent will
^ourt or the Florida Reaf
ler. A broker's obligation
nely resolve the escrow
so chooses, applies only
m to attempt to resolve
ding arbitration in the
�medy not provided for
ndings of fact and the
e with the Florida Rules
I estate licensee named
become a party to the
r resolve a dispute by
npowered to impose a
Association ('AAA-) or
itration' is a process in
and whose dedsion is
Ireed on by the parties.
d will equally split the
the prevailing party to
s and expenses.
5 of 7 Pages.
r7
6/24/2014 14.B.1.
300 : ESCROW AGENTAND BROKER
301 Is, ESCROW AGENT: -Buyef and Seller authorize Escrow Agent to receive, deposit and hold funds and other items in escrow
3o2 arid; subject to -clearance, disburse them upon proper authorization and in accordance with Florida jaw and the terms of this
303 Ct rtfract; tncludln'6.dis6ursing- brokerage fees. The parties agree that Escrow Agent will not be liable t - any- person for misdelivery
304 of'escrowed items t6•- Buyerior Seller, unless the misdelivery is due to Escrow Agent's willful bread of this Contract or gross
3o6 -negligence. if i s ow•Agent-fnterpleads the subject matter of the escrow, Escrow -Agent will pay the filling fees and costs from the
306 deposit and will recover reasonable attorneys' fees and costs to be paid from the escrowed futids'or•e�� qqulvalent and charged and
3o7 awarded as court costs in favbr of the prevailing party. All claims against Escrow Agent will be arbitra #ed, so long as Escrow Agent
3oa consents to arbitrate. ; I
l
309 16. PROFESSIONAL ADVICE; BROKER LIAOILiTY: Broker advises Buyer and Seller to verify all facts acrd tepresentations that are
310 important to them and to consult an appropriate professional for legal advice (for example, Interrpreti p g contracts, determining
311 the effect of laws on the Property and transaction, status of title, foreign Investor reporting requirerr( its, the effect of property
312 lying partially o� totally seaward of the Coastal Construction Control Line, etc.) and for tax, property cons itlon, environmental and
313 other specialized advice. Buyer acknowledges that Broker does not reside In the Property and.tha all representations (oral,
314 written. or otherwise) by Broker are based on Seller representations or public records. Buyer agree to rely solely on Seller,
315 professional inspectors and govemmentai agencies forverification of the Property condition land facts•thit materially
316 affect Property value. Buyer and Seillerre`spectively will pay all costs and expenses, including reasonable attorneys' fees at all
317 levels, incurred by Broker and Broker's officers, directors,. agents and employees in connection. withlar'arisIng in Buyer's or
318 Seller's misstaterhent or failure to perform contractual obilgations. Buyer and Seller hold harmles's and release Broker and
319 Brokers officers, directors, agents and employees from all liability for loss or damage based o' (1) Buyer's or Seller's
320 missfatemerit or failure to perform contractual obligations; (2) -Broker's perforfhance, at Buyer's and r Seller's request, of any
321 tisk'beyond the scope of services regulated by Chapter 475, FS., as amended, including Brokers r fen•al, recommendation or
322- retention of any vendor, (3) products or services provided by any vendor; and (4) expenses incurred any vendor. Buyer and
•323 Seiler each assume full responsibility for selecting and compensating their respective vendors. This paragraph will not relieve
324 Broker of statutory obligations. For purpose's of this paragraph, Broker will be treated as a party to this lContract . This paragraph
325 will survive closing.
326 17. BROKERS: The licensee(s) and brokerage(s) named below are collectively referred to as I token? Instruction to Closing
3p AgentrSeiler•and Buyer direct closing agent to disburse at closing the full amount of the brokerage fees as specified in separate
Sze brokerage - agreements with the parties and cooperative agreements between the brokers, except to the extent Broker has
329 retained such fees from the escrowed funds' In the absence of such brokerage agreements, closing age# twill disburse brokerage
336 fees as Indicated below. This., paragraph will. not be used to modify any MLS or other offer of compe tion made by Seiler or
331 listing broker to cooperating brokers. I I
332•
33 3'
331
33-
334
337
338
339
340
341
342'
343•
344'
345'
346'
347*
348'
349'
350'
351,
352'
353'
354'
355'
356'
357'
358'
Debra Sforza
SepingSaIgAssoc/ateAlcenseNo. SL3050167 Selling Flrm/ BmkerageFee:(Sor%ofPurrhaseMce)
John H•Burton Premiere Plus ,
3 %oPurchasePrice
a[ty
ce) 3 %PurTasePdce
i" Listing SalasAssoclatelUcenseNo. BK3027864 UstingFjmv &vkeragefee:(sor %ofpurrhaseP
1
�3+=•� ADDiTIONALTERMS f
1.8. ADDITIONAL TERMS:
--
Local Land
and non
Precedent
Ob7igatio=
may cancel thi
of an •and all
Buver's
360 day perk
• Buyer s o lbs o igat -ons under -this Contract are contingent upon the
• Use Approvals .described in the attached Exhibit A becoming final
•_ appealable within 360 days after the Effective Date (the "Coni$iti.on
to Buyer's Obligations ") If the Condition Precedent to B ydf1s
does nat occur within 360 days after the Effective Date, Buvelt
Contract obtain .a full refund of his de osit and be reli.evedll
obligations under this Colatract by providing notice to Sellerl'of
election to cancel within -,ten _(10) days after expiration of tube
i)
ii
(i
l�
I�
ii
li
i�
I7
'
Bcry : • ( 1 and
.. Seller (--j ( l acknowledge receipt of a copy of this page. which is P � '
e b of 7 Paaec
LS
)d.
VA V-P, . 4107 x2007 Etorlda Assocraffon of ReA!7oe All Rights Reserved
SeiiaM- 03s337D00139.5388370 Packet Page - 316 -
3
3
3
31
31
31
3E
38
38
381
38,
39(
391
392
393
39<'
395'
396'
397'
398'
6/24/2014 14. B.1.
359'
t
360'
I
361'
+
362'
363'
364'
365'
366'
I
367'
'
368'
I
369'
170'
171'
I
172'
1
73'
'
74'
75'
76 This is intended to be a legally binding contract. if not full understood seek the advice t eofanIttorneypriortosigning.
f7 OFFER AND ACCEPTANCE
ra- (Check If applicable: F� Buyer received a written real property disclosure statement from Seller before
F9 Buyer offers to purchase the Property on'the above terms and conditions. Unless this Contract is
w- copy delivered to Buyer no later than ❑ a.m. El p.m. on
11 revoked and Buyer's deposit refunded subject to clearance of funds.
2 COUNTER OFFER/ REJECTION
3• ❑ Seller counters Buyer's offer (to accept the counter offer, Buyer must sign or initial the counter offered
I copy of the acceptance to Seller. Unless otherwise stated, the time for acceptance of any countero
i' the ?iate'the counter is delivered. ❑ Seller rejects Bu
Date: Buyer:
making this Offer.)
signed by Seller and a
this offer will be
terms and deliver a
ers shall be 2 days from
Print name:
• Date: Buyer::
Phone:' Print name:
'Fax: Address: _
E -mail:
Date: Seller:
" Print name: {
Date: Seller : -
Phone: Print name:
Fax: Address:
E -mail:
I
Effective Date: (The date on which the last party signed or initialed and delivered the final offer or counteroffer.)
399• Buye L J and Seller (_, ( 1 acknowledge receipt of a copy of this page, which is Pa
'The Association of RFALTORs and local Board / Association of Rraum make no representation as to the legal validity or adequacy of any pr
Va • on. This standardized form should not be used In comptez transactions or with extensive riders or additions. This roan is available for use by I
not intended to Identify the user as a Rr TOR . Reasxo8 is a regtitered collective membership mark that may be used only by real estate licensees
Association ofRrxToas andwho subscribe to its Code of Ethics.
The copyright laws of the UnitedStates (17 U.S. Code) forbid the unauthorized reproduction of blank forms by any means including facsimile orcompul
VAC -9 Rev. 4/07 O 2007 Florida Association of RmTo;e?'Ail Rights Resetved
SedaW635337- 000139.038637o
Packet Page -317-
a 7 of 7 Pages.
don of this form in any specific
entire real estate tndmuy and is
ro are members of the National
01-- ra$IiriphoiF_Sj. -
6/24/2014 14. B.1.
Exhibit A
Local Land Use Approvals
Maximum Allowable Building Height, Density and Intensity, and Allowable Uses:
Building Height: not to exceed 112 feet zoned height
Uses:
Permitted Uses and Maximum Allowable Density and Intensity:
1) Up to .60 Floor Area Ratio (FAR) for senior housing (162,000 square feet) and up to 26
units per acre of hotel rooms (162 rooms) with all Permitted C -4 uses, including personal
services, retail, restaurant and office, to the maximum extent that can be supported by the
required parking and other limiting site design elements.
Or,
2) Up to 74 residential dwelling units and either senior housing at an FAR of .60 based on
entire site acreage (6.2 acres), or Hotel at 26 Units per acre based on entire site acreage,
plus all Permitted C -4 uses, including personal services, retail, restaurant and office, to
the Maximum extent that can be supported by required parking and other limiting site
design elements.
11661 -0001 #15
Packet Page -318-