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Agenda 09/09/2014 Item # 10A
9/9/2014 10.A. .0-o rc)t � Board of Collier County Commissioners Donna Fiala Georgia A.Hiller,Esq. Toni Henning Fred W.Coyle Tim Nance District 1 District 2 District 3 District 4 District 5 Date: July 14, 2014 To: Leo Ochs, County Manager From: County Commissioner Tim Nance, District 5 RE: RECONSIDERATION OF JUNE 24 BCC ITEM 14B1 I would like to call for reconsideration of the June 24 BCC Agenda Item 14B1 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. In this item, the Board Motioned for staff to proceed with a public notice for sale of the property—which was Approved 3/2 (Commissioner Hiller and Commissioner Henning opposed). Please ensure that this item is on the agenda to be reconsidered at the next BCC Meeting_ Best Regards, / /t -67.0/a Commissioner Tim Nance, District 5 32E6 Tamiarr i Trail East,Sufee 303.Packet Page-148-3'239'252=8°97.FAX 239-252-36°2 9/9/2014 10.A. COLLIER COUNTY Board of County Commissioners Item Number: 10.10.A. Item Summary: Request for Reconsideration of Item 14B1 from the June 24, 2014 BCC meeting titled: Recommendation that the Community Redevelopment Agency(CRA) review an offer to purchase CRA owned property in the Gateway mini-triangle by Fortino Construction and Development, LLC and Assignee and provide staff direction. (Commissioner Nance) Meeting Date: 9/9/2014 Prepared By Name: BrockMaryJo Title: Executive Secretary to County Manager, County Managers Office 7/15/2014 12:17:26 PM Submitted by Title: Executive Secretary to County Manager, County Managers Office Name: BrockMaryJo 7/15/2014 12:17:27 PM Approved By Name: OchsLeo Title: County Manager, County Managers Office Date: 9/2/2014 9:23:18 AM Packet Page-149- 9/9/2014 10.A. 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. If 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-150- 9/9/2014 10.A. 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-151- 9/9/2014 10.A. COLLIER COUNTY Board of County Commissioners Item Number: <item_outline> 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-152- 9/9/2014 10.A. 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-153- 9/9/2014 10.A. • Vacant Land Contract ' f. 9 PARTIES AND DESCRIPTION OF PROPERTY n r 1.SALE AND PURCHASE: Collier County Redevelopment Agency Board 1 (•Seiler") 3' and Fortino Construction&Develb{inient,LLC and Assignee 1 ('Buyer') 4 agree to sell and buy on the terms and conditions specified below the property('Property')described as:3 5' Address: 1991,1965,and 1933 Tamiami Trail•East&2000,2054 and 1936 Davis Blvd,Naples Florida 34112 • 6' Legal Description:00388440007,00388480009,77510200006,77510280000,77510320009,and 77510240008 r 8' 9' . 10' 11' 1r including ail Improvements and the following additional property: 13' . 14' 15 PRICE AND FINANCING g .y . 16' 2.PURCHASE•PRICE: $ 5,000,000.06 payable by Buyer in U.S.funds as follows: 1 • I 17- (a)g•• .:: 50,000.00 Deposit received(checks are subject to clearance)on April 18 2014 by 18' for delivery to Chaffy Passidomo I'. '('Escrow Agent') 19 . • Signature NameofCompany il•. 20' (Address of'Escrow Agent) Chaffy Passidomo 821 5Th AVeS Naples Fl 21' - -•• . (Phone if ofiEscrow Agent) 239-261=9300 I - - 2r (b)3 • 100,000:00 Additional deposit to be delivered to Escrow Agent by Augustin , 2014 23' or days from Effective Date(10 days If left blank). -•-- - V C 24' (c) Total financing(see Paragraph 3 below)(express as a dollar amount or ercenta'•e) • P 9 25' .(d)$ - . Other. . 26' (ej$. ..•4,8.50,000.00 Balance to close(not including Buyer's closing costs,prepaid items an d proration).All funds 27 paid at closing must be paid by locally drawn cashier's check,official check:orwired funds. 28' ®(6 (ccnn ifete only if purchase price Will be determined based on a per unit cost Instead of e f xed.price).The unit 29' • used to determine the purchase price Is ❑ lot❑ acre❑ square foot ❑ other(specify: 1 • • • . ) 3o' prorating,areas Of less than a full unit.The purchase price will be$ per unit based on a"calculatlon of total 31 area of.the**Property.as certified to Buyer and Seller by a Florida-licensed surveyor in accordance with Paragr• ph.8(c):of this 32' ' Contract..The;fpl(owing rights of way and other areas will be excluded from the calculation: I 33' . .. :. . 1 . _.... 34' 3.CA$H/FINANCING: (Check as applicable) Q (a)Buyer will pay cash for the Property with no.iiiirianciPg.contingency. 3S ❑(b)'.This.Co• tract is contingent on Buyer qualifying and obtaining the commitment(s)or approva((s)specified below(the•3b' •Financing')-within . • days from Effective Date(if left blank then Closing Date or 30 days from E active Date;whichever 37' occurs firt):(the'Financing Period').Buyer will apply for Financing within days from Effective Elate(5 days if left blank) 38 and will timely provide any and all credit,employment,financial and other information required by.ttie'lender.if Buyer,after 3c using.djlige'oce'arid•good faith,cannot obtain the Financing within the Financing Period,either party rnay'cancei this Contract 40• andB'uyerss deposits)will be returned after Escrow Agent receives proper authorization from all interested parties. ' 41' ❑(1)Neir��Financing:Buyer will secura commitment for new third party financing for$ 1 or 42' ' •• e-..1%ofthe purchase price at the prevailing interest rate and loan costs based on Buyer's•creditworthiness.:Buyer Will 43 kee 'Seller and Broker fully informed of the loan application status and progress and authorizes he lender or mortgage 44 brokerfo disclose all such information to;Sellerand Broker, 45' ❑(25'Selfef Financing:Buyer will execute a ❑ first 0 second purchase money note and mortgage to Seller in the 46' arnourif bf$ ,bearing annual interest at %and payable as follows: I • 47' -. 1 • 48 The;.'.rtgage,note, and any security agreement will be in a form acceptable to Seller and will'follow forms generally -- 49 ac. NA d in the county where the Property is located;will provide fora fate payment fee and accelera ion at the Mortgagee's L . so' Buyer//d:' (. .)andSeller( )( l )acknowledge receipt of a copy of this page,which is Pagd 1 of 7 Pages. vAG4''-. /07..FZOD7 Florida Association ofRFlutors'!All Right Reserved suian uisrr door3e a�a�7o V Packet Page 454 LISIFfl71 ?t 9/9/2014 10.A. • 1 51 option if Buyer defaults:will give Buyer the right to prepay without penalty all or part of the principal at any times)with 52 interest only to date of payment; will be due on conveyance or sale; will provide for release lof contiguous parcels, if s3 applicable;and will require Buyer to keep liability insurance on the Property,with Seller as additional named Insured.Buyer 54 authorizes Seller to obtain credit, employment and other necessary information to determine creditworthiness for the 55 financing.Seller will,within 10 days from Effective Date,give Buyer written notice of whether or not Seller will make the loan. 56• ❑(3)Mortgage Assumption: Buyer will take title subject to and assume and pay existing first mortgage to 57- se• LN# in the approximate amount of$ I currently paxable at 59' $ per month including principal,interest,❑taxes and insurance and haling a ❑ fixed u other 60' (describe) 61- interest rate of %which ❑ will ❑ will not escalate upon assumption.Any variancelin 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 lenderdisapproves Buyer,or the interest rate upon transfer excbeds %or the 64' assumption/transfer fee exceeds$ ,either party may elect to pay the excess,failing 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 67 4.CLOSING DATE;OCCUPANCY: This Contract will be closed and the deed and possession delivered orb I - -30- 68' `2011 (•Closing 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 5.CLOSING PROCEDURE;COSTS: Closing will take place in the county where the Property is located and may be conducted by 74 mail or electronic means. If title insurance insures Buyer for title defects arising between the title binder effective date and 75 recording of Buyer's deed,closing agent will disburse at closing the net sale proceeds to Seller(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.In addition to other expenses 77 provided in this Contract,Setter and Buyer will pay the costs indicated below. 78 (a)Seller Costs: 79 Taxes on the deed so Recording fees for documents needed to cure title el Title evidence(if applicable under Paragraph 8) 82' Other • 83 (b)Buyer Costs: 84 Taxes and recording fees on notes and mortgages es Recording fees on the deed and financing statements 86 Loan expenses 87 Lenders title policy at the simultaneous issue rate es Inspections 89 Survey and sketch 90 Insurance 91' 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.[-.3 Seller will pelect the title agent and 94• will pay for the owner's title policy,search,examination and related charges or©Buyer will select the title agent and pay for 95- the owner's title policy,search,examination and related charges or ❑Buyer will select the title agent and Seller will pay for 96 the owners title policy,search,examination and related charges.. 97• 0(2)Seller will provide an abstract as specified in Paragraph 8(a)(2)as title evidence. ❑Seller u Buyer will pay for the 98 owner's title policy and select the title agent.Seller will pay fees for title searches prior to closing,including tax search and 99 lien search fees,and Buyer will pay fees'for title searches after closing(if any),title examination feesland closing fees. 10° (d) Prorations: 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 current year 102 cannot• be determined, the previous years 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 BE'OBLIGATED TO PAY IN THE YEAR SUBSEQUENT TO PURCHASE. A CHANGE OF ios OWNERSHIP OR PROPERTY IMPROVEMENTS TRIGGERS REASSESSMENTS OF THE PROPERTY THAT COULD RESULT IN HIGHER 106 PROPERTY TAXES.IF YOU HAVE ANY QUESTIONS CONCERNING VALUATION,CONTACT THE COUNTY1PROPERTY APPRAISER'S 107 OFFICE FOR FURTHER INFORMATION. 1o8 (e)Spe I Assessment by Public Body: Regarding special assessments imposed by a public body,Seller will pay 0i)the full 109 amou' . liens that are certified;confirmed and ratified before closing and(II)the amount of the last estimate of the assessment i lo• Buyer . ( )and Seller L )( )acknowledge receipt of a copy of this page,which is Page 2 of 7 Pages. VAC-9 R- ' ®2007 Florida Association of REALTORS°AU Rights Reserved • sariai>r: 0353374100139:6386170 Packet Page -155- { r • 9/9/2014 10.A. * the uses, heights, intensities and densities.described inithe "Land Use Approvals" 115 if an improvement is substantially completed as of Effective Date but has not resulted In a lien before closing,and Buyer will r. 112• pay all other amounts. If special assessments may be paid in installments 0 Buyer ©Seller(if left blank,Buyer)shall pay n3 Installments due after closing.If Seller is checked,Seller will pay the assessment in full prior to or at the time of closing.Public 114 body does not include a Homeowner Association or Condominium Association. 115 (f)Tax Withholding: If Seller Is a'foreign person`as defined by FIRPTA,Section 1445 of the Internal Revenue Code requires 116 Buyer to withhold 10%of the amount realized by the Seiler on the transfer and remit the withheld amount to the Internal 117 Revenue Service(IRS) unless an exemption applies. The primary exemptions are(1)Seller provides Buyer with an affidavit- vis that Seiler is not a 'foreign person`, (2) Seller .provides Buyer with a Withholding Certificate iaroviding for reduced or 119 eliminated withholding,or(3) the gross Sales price Is$300,000 or less,Buyer is an individual who purchases the Property to 120 use as a residence,and Buyer or a member of Buyer's family has definite plans to reside at the Property for at least 50%of the 121 number of days the Property is in use during each of the first two 12 month periods after transfer.Tile IRS requires Buyer and 122 Seller to have a U.S.federal taxpayer identification number('TIN').Buyer and Seller agree to execute and deliver as directed 123 any instrument,affidavit or statement reasonably necessary to comply with FIRPTA requirements including applying for a TIN 124 within 3 days from Effective Date and delivering their respective TIN or Social Security numbers to the Closing Agent.If Seller 125 applies fora withholding certificate but the application is still pending as of closing,Buyer will place the 10%tax in escrow at 126 Seller's expense to be disbursed in accordance with the final determination of the IRS,provided Seller so requests.and gives 127 Buyer notice of the pending'application in accordance with.Section 1445:,If Buyer does not pay sufficient cash at closing to 128 meet the withholding requirement, Seller will deliver.to Buyer at closing the additional cash lnecessary to satisfy the 129 requirement.Buyer will timely disburse the funds to the IRS and provide Seller with copies of the tax forms and receipts.- 130 (g) 1031 Exchange: If either Seller or Buyer wishes to enter into a like-kind exchange(either simultaneously with closing or 131 after)under Section 1031 of the Internal Revenue Code("Exchange"),the other party will cooperate•intall reasonable respects to 132 effectuate the Exchange including executing documents;provided,however,that the cooperating pacty will incur no liability or 133 cost related to the Exchange and that the closing shall not be contingent upon,extended or delayed by the Exchange. 134 PROPERTY CONDITION 13s 6. LAND USE: Seller will deliver the Property to Buyer at the time agreed in its present 'as is'condition,with conditions 136 resulting from Buyer's Inspections and casualty damage,if any,excepted.Seller will maintain the landscaping and grounds in 137 a comparable condition and will not engage'in or permit any activity that would materially alter the Property's condition without 138 the Buyer's prior written consent. 139 (a)Flood Zone: Buyer is advised to verify by survey,with the lender and with appropriate government agencies which flood 140 zone the Property is in, whether flood insurance is required and what restrictions•apply to impioving the Property and 141 rebuilding in the event of casualty. 142 (b) Government Regulation: Buyer is advised that changes in government regulations and leve of service which affect ' 143 Buyer's intended use of the Property will hot be grounds for canceling this Contract if the Feasibility, tudy Period has expired 144 or if Buyer has checked choice(c)(2)below. 14s (c)Inspections:(check(1)or(2)below) 120 * 146' 0c1)Feasibility Study:Buyer wili..at Buyer's expense and within' "days from Effective Date("Feasibility Stu y 147' Period"),determine whether the Property Is suitable,In Buyer's sole and absolute.discretionti�tfor 11 148• use. During the Feasibility Study Period, Buyer may conduct,a Phase I environmental 149 assessment and any other tests, analyses, surveys and investigations ("inspections') that Buyer deems necessary to 150 determine to Buyer's satisfaction the Property's engineering, architectural and environmentar properties; zoning and 151 zoning restrictions;subdivision statutes;soil and grade; availability of access to public roads, water, and other utilities; 152 consistency with local,state and regional growth management plans;availability of permits,government approvals,and 153 licenses; and other Inspections that Buyer deems appropriate to determine the Property's st4tability for the Buyer's 154 intended use.If the Property must be rezoned,Buyer will obtain the rezoning from the appropriate government agencies. 155 Seller will sign all documents Buyer is required to file in connection with development or rezoning lapprovals. . 156 Seller gives Buyer,its agents,contractors and assigns,the right to enter the Property at any tir}1e during the Feasibility is7 Study Period for the purpose of conducting Inspections; provided, however, that Buyer, its agents, contractors and 158 assigns enter the Property and conduct Inspections at their own risk.Buyer will indemnify and hold Seller harmless 159 from losses, damages, costs, claims and expenses of any nature, including attorneys' fees,I expenses and liability 160 incurred in application for rezoning orrelated proceedings,and from liability to any person,arising from the conduct of 161 any and all inspections or any work authorized by Buyer. Buyer will not engage in any activity that could result in a 162 construction lien being filed against the Property without Seller's prior written consent. If this transaction does not • 163 close, Buyer will,at Buyer's expense;(1)repair all damages to the Property resulting from the:inspections and return 164 the Property to the condition it was In prior to conduct of the inspections,and(2)release to Seller all reports and other 165 work generated as a result of the Inspections. 166 -Buyer will deliver written riotice to Seller prior to the expiration of the Feasibility Study Period of Buyer's determination of 167 whether or not the Property Is acceptable.Buyer's failure to comply with this notice requirement will constitute acceptance 168 of the Property as suitable for Buyer's intended use in-its"as is'condition. if the Property is unacceptable to Buyer and 169 written notice of this fact is timely delivered to Seller;this.Contract will be deemed terminatedlas of the day after the 170 Feasibility Study period ends and Buyer's deposit(s)will be returned after Escrow Agent receives proper authorization from 171 all interested parties. 172- 0(2) . o Feasibility Study: Buyer is satisfied that the Property is suitable for Buyer's purposes,including being _ 113 sati ii.i• at either public sewerage and water are available to the Property or the Property will be a proved for the 174' Buyer !ti I ( • )and Seller( ( )acknowledge receipt of a copy of this page,which is Page 3 of 7 Pages. • VAC-9 Rev s 2007 Florida Association of Reuloes All Rights Reserved i• r.Serialit:035337-000139.6386370 • Packet Page -156- ! ICsil.�'t•Slliplicaty 9/9/2014 10.A. * the uses, heights, intensities and densities described in the "Land Use Approvals" 17s installation of a well and/or private sewerage disposal system and that existing zoning and other pertinent regulations and 176 restrictions,such as subdivision or deed restrictions,concurrency,growth management and environmental conditions,are in • acceptable to Buyer. This Contract is not contingent on Buyer conducting any further investigations. 178 (d)Subdivided Lands: If this Contract is for the purchase of subdivided lands,defined by Florida Law as'(a)Any contiguous 179 land which is divided or is proposed to be divided for the purpose of disposition into 50 or more lots,+parcels,units,or interests: 1eo or(b)Any land,whether contiguous or not,which is divided or proposed to be divided into 50 or more lots,parcels,units,or • 181 interests which are offered as a part of a common promotional plan.', Buyer may cancel thisi Contract for any reason i82 whatsoever for a period of 7 business days from the date on which Buyer executes this Contract,If Buyer elects to cancel 183 within the period provided,all funds or other property paid by Buyer will be refunded without penalty or obligation within 20 184 days of the receipt of the notice of cancellation by the developer. 188 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 dorhain proceedings,or if an 187 eminent domain proceeding is initiated, Seller will promptly inform Buyer. Either party may cancel this Contract by written • 188 notice to the other within 10 days from Buyer's receipt of Seller's notification,failing which Buyer wilt close In accordance with 189 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, personal representative or 192 guardian deed as appropriate to Seller's status. 193 (a)Title Evidence: Title evidence will show legal access to the Property and m rketable title of record in Seller in accordance 194 with current title standards adopted by the Florida Bar,subject only to the foil wing title exceptions,none of which prevent 19s Buyer's intended use of the Property as :covenants,easeirtents and restrictions of 196 record;matters of plat:existing zoning arid government regulations;oil,gas and mineral rights of record If there Is no right of 197 entry;current taxes; mortgages that Buyer will assume:and encumbrances that Seller will discharge at or before closing. 198 Seller will deliver to Buyer Seller's choice of one of the following types of title evidence, which must be generally accepted 199 In the county where the Property is located (specify in Paragraph 5(c)the selected type).Seller will use option(1)in Palm 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 purchase price and subject 202 only to title exceptions set forth in this Contract and delivered no later than 2 days before Closing Date. 203 (2)An existing abstract of title from'a reputable and existing abstract firm(if firm is not existing,then abstract must be 204 certified as correct by an existing firm) purporting to be an accurate synopsis of the instruments affecting title to the 205 Property recorded in the public records of the county where the Property Is located and certified to Effective Date.However 206 if such an abstract is not available to Seller,then a prior owner's title policy acceptable to the p oposed insurer as a base 207 for reissuance of coverage. Seller will pay for copies of all policy exceptions and an update in a format acceptable to �.. Zoe Buyer's closing agent from the policy effective date and certified to Buyer or Buyer's closing agen ,together with copies of 209 . all documents recited in the prior policy and in the update.If a prior policy is not available to Serer then(1)above will be 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,within 5 days from receipt of 212 title evidence but ho later than Closing Date,of any defects that make the title unmarketable.Seller will have 30 days from 213 receipt of Buyer's notice of defects('Curative Period')to cure the defects at Seller's expense.if Selleri cures the defects within 214 the.Curative Period,Seller will deliver written notice to Buyer and the parties will close the transaction on Closing Date or 215 within 10 days from Buyer's receipt of Seller's notice If Closing Date has passed.If Seller is unable tq cure the defects within 216 the Curative Period,Seller will deliver written notice to Buyer and Buyer will,withinl0 days from receipt of Seller's notice, 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 anc4 deliver written notice to 219 Seller,within 5 days from receipt of survey but no later than 5 days prior to closing,of any encroachments on the Property, 220 encroachments by the Property's improvements on other lands or deed restriction or zoninb violations. Any such 221 encroachment or violation will be treated:in the same manner as a title defect and Buyer's and Seller's obligations will be 222 determined in accordance with subparagraph(b)above. 223 '(d),Coastal Construction Control Line: If any part of the Property lies seaward of the coastal construction control line as 224 defined in Section 161.053 of the Florida Statutes,Seller shall provide Buyer with an affidavit or survey as required by law 225 delineating the line's location on the Property,unless Buyer waives this requirement in writing.The Property being purchased 226 may be subject to coastal erosion and to federal,state,or local regulations that govern coastal•property,Including delineation 227 of the coastal construction control line,rigid coastal protection structures,beach nourishment,and the protection of marine 228 turtles.Additional information can be obtained from the Florida Department of Environmental Protection,including whether 229 there are significant erosion conditions associated with the shoreline of the Property being purchased. 230• Buyer waives the right to receive a CCU.: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 instils or signs and delivers 234 final offer or counteroffer. Time is of the essence for all provisions of this Contract. 235 (b)Time: All time periods expressed as days will be computed in business days(a'business days is every calendar day 236 excep tj rturday,Sunday and national legal holidays).If any deadline falls on a Saturday,Surrey or national legal 237' Buyer 1ijrfl ( )and Seller,( )( )acknowledge receipt of a copy of this page,which is Page 4 of 7 Pages. VAC-9 R. I 02007 Florida Association of REALTORS°Ali Rights Reserved li — J - SerlaUk.035337-000139.6386370 ---- -- _• I fog msli im ci{y Packet Page -157- r 3 9/9/2014 10.A. • 238 holiday,performance will be due the next business day.All time periods will end at 5:00 p.m.local time(meaning in the county 239 where the Property is located)of the appropriate day. 24° (c) Force Majeure: Buyer or Seller shall not be required to perform any obligation under this Contract or be liable to 241 each other for damages so long as the performance or non-performance of the obligation is delayed,caused or prevented 242 by'an act of God or force majeure. An i'act of God"or'force majeure'is defined as hurricanes,Iearthquakes,floods,fire, 243 unusualtransportation delays,wars,insurrections and any other cause not reasonably within the control of the Buyer or . 244 Seller and which by the exercise of due diligence the non-performing party is unable in whole or in part to prevent or 245 overcome.All time periods,including Closing Date,will be extended(not to exceed 30 days)forithe period that the force 246 majeure or act of God is in place. in the event that such'act of God'or'force majeure'event continues beyond the 30 247 days in this sub-paragraph,either party may cancel the Contract by delivering written notice o the other and Buyer's 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,personal delivery or electronic 250 media. Buyer's failure to deliver timely written notice to Seller,when such notice is required byithis Contract,regarding 251 any contingencies will render that contingency null and void and the Contract will be construed as if the contingency did 252 not exist. Any notice, document or item delivered to or received by an attorney or licensee (including a transaction 253 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 Selletl. Except for brokerage 255 agreements, no prior or present agreements will bind Buyer,Seller or Broker unless incorporated into this Contract. 256 Modifications of this Contract wlll.not be binding unless in writing,signed or initialed and delivered by the party to be bound.This 257 Contract, signatures, initials, documents referenced in this Contract, counterparts and written modifications communicated 258 electronically or on paper will be acceptable for all purposes,including delivery;and will be binding.Handwritten or typewritten 259 terms inserted in or attached to this Contract prevail over preprinted terms.If any provision of this Contract is or becomes invalid 260 or unenforceable,all remaining provisions will continue to be fully effective.Buyer and Seller will use diligence and good faith in 261 performing all obligations under this Contract.This Contract will not be recorded In any public records. f 262 12. ASSIGNABILITY; PERSONS BOUND: Buyer may not assign this Contract without Seller's written consent.The terms 263 'Buyer,''Seller,'and"Broker'may be singular or plural.This Contract is binding on the heirs,administrators,executors,personal 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 Sellers title marketable after diligent 267 effort,Seller fails,refuses or neglects to perform this Contract,Buyer may choose to receive a return of Buyer's deposit Without 288 waiving the right to seek damages or to seek specific performance as per Paragraph 14.Seiler will also be liable to Broker for the 269 full amount of the brokerage fee. (b)BuyerDefault: If Buyer fails to perform this Contract within the time specified,including C_: no timely payment of all deposits,Seller may choose to retain and collect all deposits paid and agreed to be paid as liquidated 271 damages or to seek specific performance as,per Paragraph 14;and Broker will,upon demand,receive 50%of all deposits paid 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,claims,and other matters in 274 question arising out of or relating to this transaction or this Contract or its breach will be settled as followls: 275 (a)Disputes concerning entitlement to deposits made and agreed to be made:Buyer and Seller will have 30 days from 276 the date conflicting demands are made to attempt to resolve the dispute through mediation.If that fails,Escrow Agent will 277 submit the dispute,if so required by Florida law,to Escrow Agent's choice of arbitration,a Florida'court or the Florida Real 278 Estate Commission('FREC').Buyer and Seller will be bound by any resulting award,judgment or order.A broker's obligation 279 under Chapter 475, FS and the FREC rules to timely notify•the FREC of an escrow dispute and timely resolve the escrow 280 dispute through mediation,arbitration,interpleader,or an escrow disbursement order,if the broker so chooses,applies only 28i to brokers and does not apply to title companies,attorneys or other escrow companies. 282 (b)All other disputes:Buyer and Seller will have 30 days.from the date a dispute arises between them to attempt to resolve • 283 the matter through mediation,failing which the parties will resolve the dispute through neutral binding arbitration in the • T84 county where the Property is located.Th'e arbitrator may not alter the Contract terms or award any`remedy not provided for 285 in this Contract.The award will be based on the greater weight of the evidence and will state findings of fact and the 286 contractual authority on which it is based:if the parties agree to use discovery,it will be In accordance with the Florida Rules 287 of Civil Procedure and the arbitrator will resolve all discovery-related disputes.Any disputes with a real estate licensee named . 288 in Paragraph 17 will be submitted to arbitration only If the licensee's broker consents in writing to become a party to the 289 proceeding.This clause will survive closing, 29° • (c) Mediation and Arbitration; Expenses: 'Mediation' is a process in which parties attempt o resolve a dispute by 291 submitting it to.an impartial mediator who facilitates the resolution of the dispute but who is not empowered to impose a 292 settlement on the parties.Mediation wit(be in accordance with the rules of the American Arbitratidp Association('AAA')or 293 other mediator agreed on by the parties.'The parties will equally divide the mediation fee,if any.'A iibltration°is a process In 294 • which the parties resolve a dispute by a hearing before a neutral person who decides the matter and whose decision is 29s binding on the parties.Arbitration will be`in accordance with the rules of the AAA or other arbitrator agreed on by the parties. 296 Each party to any arbitration will pay its own fees,costs and expenses, including attorneys'fees,dnd will equally split the 297 arbitrators'fees and administrative fees of arbitration.In a civil action to enforce an arbitration award,the prevailing party to 298 the ar.' ;tion shall be entitled to recover from the nonprevaiiing party reasonable attorneys'fees,costs and expenses. C 299' Buyer.14/� .( •)and Seller( )( . )acknowledge receipt of a copy of this page,which is Pale 5 of 7 Pages. VAC-9.•: •/07 a 2007 Aorida Association of Rruloes ;All Rights Reserved • 1 — • _ Serial#:°35337o°isa9sias37o Packet Page -158- • 1 fot n 2S3 , fi y • 9/9/2014 10.A. . • . . 300 ESCROW AGENT AND BROKER 301 15.ESCROW AGENT: -Buyer and Seller atithorize Escrow Agent to receive,deposit and hold funds and other items in escrow � 302 and;subject to clearance,disburse them•upon proper authorization and In accordance with Florida law and the terms of this 303 Contract;Including.disbursing•brokerage fees.The parties agree that Escrow Agent will not be liable to any.person for misdelivery 3oe of`escrowed items to Buyer or Seller, unless the misdelivery is due to Escrow Agent's willful breac ti of this Contract or gross 305 -negligence:if Escrow'Agent-interpleads the:subject matter of the escrow,Escrow•Agent will pay the fiiiing fees and costs from the 306 deposit and will recover reasonable attorneys'fees and costs to be paid from the escrowed funds or•e uivalent and charged and . 307 awarded as court costs in favor of the prevailing party.All claims against Escrow Agent will be arbitrated,so long as Escrow Agent 30a cdnsents to arbitrate. l 309 16:PROFESSIONAL ADVICE;BROKER LIABILITY: Broker advises Buyer and Seller to verify all facts aed representations that are 310 Important to them and to consult an appropriate professional for legal advice(for example,interprets`g contracts,determining 311 the effect of laws on the Property and transaction,status of title,foreign investor reporting requlrernehts,the effect of property 312 lying partially or totally seaward of the Coastal Construction Control Line,etc.)and for tax,property condition,environmental and 373 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 agreed to rely solely on Seller, 375 professional inspectors and governmental agencies for-verification of the Property conditioniand facts-that materially 316 affect Property value.Buyer and Selier.re'spectively will pay all costs and expenses,including reasorrable attorney's'fees at all 317 levels,incurred by Broker and Broker's officers,directors,.egents and employees in connection.wlthjor'arising from Buyer's or 318 Seller's misstatement or failure to perform contractual obligations. Buyer and Seller hold harmless and release Broker and 319 Broker's officers, directors, agents and employees from all liability for loss or damage based Olt(1) Buyer's or Seller's 320 misstatement or failure to perform contractual obligations;(2)Broker's performance,at Buyer's andhfrSelier's request,of any 327 tisk'beyond the scope of services regulated by Chapter 475,FS.,as amended,including Broker's referral,recommendation or 322• retention of any vendor,(3)products or services provided by any vendor;and(4)expenses incurred'fy any vendor.Buyer and 323 Seller each assume full responsibility for selecting'and compensating their respective vendors.This}paragraph will not relieve 324 Broker of statutory obligations.For purposes of this paragraph,Broker will be treated as a party to this Contract.This paragraph 325 will survive closing. 326 17. BROKERS:The licensee(S) and brokerage(s) named below are collectively referred to as 'Broker(Instruction to Closing 327 Agent-Seller-and Buyer direct closing agent to disburse at closing the full amount of the brokerage fees as specified in separate 328 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 agent'wlll disburse brokerage 336 fees as indicated below.This paragraph will not be used to modify any MLS or other offer of compe`r1}sation made by Seller or 331 listing broker to cooperating brokers. 11 332• Debra Sforza Pie,/Y71. 7:"A//11.• • ?7" 333' SelIng'SalesAssoclate/UcenseNo. SL3050'l67 Selling Flan/Brokerage Fee:(Sor%ofPurchase ce) 3%Purchase Price ii 334' John H-Burton Premiere Plus Realty 335' Listing Sales Associate/License No. BK3027864 Listing Firm/Brokerage fee:(Sor%of Purchase,4ice) 3%PurchasePrice i 336 �` ADDITIONAL TERMS i • 337' 18.ADDITIONAL TERMS: �� — — 1 338' ii 339• Buyers obligations under this Contract are contingent upon the "Local Land 340• Use Approvals ' .described in the attached Exhibit A becoming final and non 341• appealable within 360 days after the Effective Date (the "Condition Precedent 342• to Buyer's Obligations"). . If the Condition Precedent to Buyer's Obligations • ur does not occur within 360 days after the Effective Date, Buyer may cancel this 344• Contract, obtain a full refund of his deposit and be relievedi.of any .and all 345• obligations under this Contract by providing notice to Selleri of Buyer's 346• election to cancel within ;ten (10) days after expiration of the 360 day period. 347' II . 348' ii • 349' id 350' , II . 351' . - Ii 352' N • 353' • 11 354' ii 355' 7 356' ii II 3sa• BP'S(' / ( j and Seller( )( • )acknowledge receipt of a copy of this page,which is Page 6 of 7 Pages. VA 4,• • v.`4107 C2007 Florida Association of Ren!7oar All Rights Reserved . i Seektt•o3s 37'o8o139.'sasa7o — Packet Page -159- 1 f iOrinSlInpliCity. 9/9/2014 10.A. 359' r 360' \ 36r . 362' 363' 364' . 365' • 366' • • 367' 368' • 369• • 370' 371' 372' ■ 373• 374' • I 375' I 376 This is intended to be a legally binding contract.If not fully understood,seek the advice of an attomey prior to signing. • 377 OFFER AND ACCEPTANCE 1 378' (Check if applicable: [] Buyer received a written real property disclosure statement from Seller blefore making this Offer.) 379 Buyer offers to purchase the Property on'the above terms and conditions.Unless this Contract is signed by Seller and a 380' copy delivered to Buyer no later than ❑a.m.❑ p.m.on ,1 ,this offer will be 381 revoked and Buyer's deposit refunded subject to clearance of funds. 382 , COUNTER OFFER/REJECTION 383•❑Seller counters Buyer's offer(to accept the counter offer,Buyer must sign or initial the counter offered terms and deliver a 384 copy of the acceptance to Seller.Unless otherwise stated,the time for acceptance of any countero ers shall be 2 days from 3135' the•date the'counter is delivered. ❑Seller rejects Bu,- �..•• 386 Date: ;�"�� f • C Buyer: -� �.- /'�'' 387• Print name: r 4t j y V,—f �v 1 388• Date: • - Buyer:: •• 38r Phone: Print name: • . 390''Fax: • • • . Address: 391• E-mail: 392' Date: . . . • • Seller: 393• - Print name: - 394' Date: Seller : • 395' Phone: Print name: 396' Fax: Address: . 397' E-mail: • 1 348 Effective Date: (The date on which the last party signed or initialed and delivered the final offer or counteroffer.) • i t 399• Buye /1+ ( )and Seller( )( )acknowledge receipt of a copy of this page,which is Page 7 of 7 Pages. The• Association of Reword and local Board/Association of Resi.Toea make no representation as to the legal validity or adequacy of any provision of this Form In any specific tra . on.This standardized form should not be used in complex transactions or with extensive riders or additions.This form Is available tor use by tl(e entire real estate Induslsy and Is not Intended to identify the user as a Rvtroe.REALTOR is a registered collective membership mark that may be used only by real estate licensees who are members of the National TheThe coapyrtght laws of the United States(i7 US Code)forbid the unauthorized reproduction of blank forms co Rev. l aws by any means including facsimile or computerized forms: • . 2007 Florida Association of ReiLToas&All Rights Reserved sadalr 035337400139-6386370 Packet Page -160- • 9/9/2014 10.A. 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. 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