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Agenda 07/27/2010 Item #16B 4Agenda Item No. 1664 July 27, 2010 Page 1 of 16 EXECUTIVE SUMMARY Recommendation that the Board of County Commissioners acting as the Community Redevelopment Agency (CRA) authorize the Agency Chair and /or the CRA Executive Director to execute all necessary documents to terminate the real estate contract connected with the planned purchase of certain commercial property located within the Davis mini - triangle; authorize a partial principal pre - payment of $1,114,000 from the Bayshore Gateway CRA Trust Fund (187) on the outstanding $13,500,000 Fifth Third Bank loan; direct the County attorney and Nabors, Giblin & Nickerson, as bond counsel, to prepare any required amending loan documents and authorize all necessary budget amendments. OBJECTIVE: To terminate the real estate contract covering the purchase of the commercial site at 2068 Davis Blvd and pay down $1,114,000 on the outstanding $13,500,000 Fifth Third CRA bank loan thus reducing the applicable loan reserve requirement provided by contract. TERMINATION CONSIDERATIONS: On June 23, 2009 the CRA accepted a Fifth Third Bank proposal for a $13,500,000 Tenn Loan to pay off an existing Wachovia Bank Line of Credit debt of $5,901,000 and provide an additional $7,599,000 in new debt to acquire parcels of land important to the proactive redevelopment of the Gateway Triangle sector of the CRA. The CRA successfully closed on six of seven purchase contracts in the amount of $6,386,000. The seventh parcel's purchase agreement for 2069 Davis Blvd in the amount of $1,114,000 contained a condition that stipulated the seller would provide the CRA an environmentally cleaned site prior to closing. Attached as back up is the CRA Board's Executive Summary approving the purchase of this parcel which includes the stipulation and is copied below: The purchase contract addresses the following issues pertaining to contamination: • The Seller shall provide the Buyer (CRA) a Florida Department of Environmental Protection (FDEP) Tank Closure Inspection Report having an inspection result of `incompliance on or before the due diligence period. • The Seller shall incur all expenses related to site rehabilitation. • The transaction will not close until after the Seller delivers to the Buyer an FDEP issued Site Rehabilitation Completion Order (SRCO) having no restrictive covenants that are unacceptable to the Buyer. • No deposits are being required To date the seller has had continuing and ongoing environmental clean -up activity and indications are that the site may not achieve the above conditions in the near future. Termination of the purchase agreement does not impact the CRA in any way financially. LOAN PREPAYMENT CONSIDERATIONS: Provided the CRA Board approves the termination of the 2068 Davis Blvd purchase contract, there will be $1,114,000 in unexpended funds received from the Fifth Third Bank $13,500,000 term loan. While the $1,114,000 could be used to purchase another parcel within the district, a reduction in the $13,500,000 loan's principal is recommended to effectively reduce the CRA's debt balance and reduce the quarterly interest due amounts. There are no pre - payment Agenda Item No. 1664 July 27, 2010 Page 2 of 16 penalties. Fifth Third Bank has agreed to reduce the CRA's required debt service reserve requirement in connection with the principal reduction. LOCAL CRA ADVISORY BOARD: On June 8, 2010, the Local CRA Advisory Board unanimously approved a recommendation to the CRA Board to approve termination of the 2069 Davis Blvd purchase agreement and make a $1,114,000 loan principal pre - payment to Fifth Third Bank. FISCAL IMPACT: The $1,114,000 partial principal payoff will be made by reducing the land capital appropriation in CPA Trust Fund (187) and moving those dollars via transfer to Debt Service Fund (287) for payment to Fifth Third Bank. Making the partial principal pre - payment may reduce the debt service security set -aside in Debt Service Fund (287) and pending the ability to procure such reduction, any dollars would be moved to the CRA Trust Fund (187). Budget amendments will be required to adjust appropriations in the manner noted above. GROWTH MANAGEMENT IMPACT: Policy 4.7 of the Future Land Use Element of the Growth Management Plan states that redevelopment plans may be developed for specific areas within the County, including the Bayshore Gateway Triangle CRA. LEGAL CONSIDERATIONS: Both outside bond counsel and the County Attorney have reviewed this item, which is legally sufficient for Board approval. -JAK RECOMMENDATION: That the CRA Board authorizes the Agency Chair and /or the CRA Executive Director to execute all necessary documents to terminate the real estate contract connected with the planned purchase of certain commercial property located within the Davis mini- triangle; authorize a partial principal pre - payment of $1,114,000 from the Bayshore Gateway CRA Trust Fund (187) on the outstanding $13,500,000 Fifth Third Bank loan; direct the County attorney and Nabors, Giblin & Nickerson, as bond counsel, to prepare any required amending loan documents necessary or desirable to reflect the principal prepayment and the reduction of the associated debt service reserve requirement and authorize all necessary budget amendments. Prepared by: David L. Jackson on June 30, 2010 Executive Director, Bayshore/Gateway Triangle Community Redevelopment Agency Agenda Item No. 16134 July 27, 2010 Page 3 of 16 COLLIER COUNTY _. BOARD OF COUNTY COMMISSIONERS Item Number. 16B4 Item Summary: Recommendation that the Board of County Commissioners acting as the Community Redevelopment Agency (CRA) authorize the Agency Chair and/or the CPA Executive Director to execute all necessary documents to terminate the real estate contract connected with the planned purchase of certain commercial property located within the Davis mini - triangle, authorize a partial principal pre - payment of $1,114,000 from the Bayshore Gateway CRA Trust Fund (187) on the outstanding $13.500,000 Fifth Third Bank loan, direct the County Attorney and Nabors, Giblin & Nickerson, as bond counsel, to prepare any required amending loan documents and authorize all necessary budget amendments. Meeting Date: 7/27/2010 9:00:00 AM Prepared By David Jackson Executive Director, CRA Date 6/26/2010 1:28:18 PM Approved By David Jackson Executive Director, CRA Date 6/2612010 1:26 PM Approved By OMB Coordinator Date County Manager's Office Office of Management & Budget 71612010 9:46 AM Approved By Mark Isackson Management /Budget Analyst, Senior Date Office of Management & Budget Office of Management & Budget 7115/2010 1:15 PM Approved By Jeff Klatzkow County Attorney Date 7/15/2010 2:25 PM Agenda Item No. 16134 July 27, 2010 Page 4 of 16 EXECUTIVE SUMMARY Recommendation for the Community Redevelopment Agency (CRA) to approve the purchase of a commercial property as part of an assemblage of commercial properties located in the GateNyay Triangle Redevelopment Area; authorize the CRA Chairman to execute the real estate contract and Addendum; approve payment from Fund (187) and authorize the Executive Director to make payment in the amount of 51,11 3,000 plus cost and expenses to complete the sale of subject property. Site address: 0.93-5 acres �iithin the Gateway mini - triangle (Fiscal Impact SI,114,000). OBJECTIVE: Recommendation fur the Conm L1114% Redevelopment Agency (CRA) to approve the purchase of a commercial property as part ol'an assemblage ofcomnercial properties located in the Gateway Triangle Redevelopment Area; authorize the CRA Chairman to execute the real estate contract and Addendum; approve payment from Fund (187) and authorize the I'Xecutive Director to make payment in the amount oh $I,I 14.000 plus cost and expenses to complete the sale ofsub,ject property. BACKGROUND: On April 28, 2009 upon review- of all appraisals and supporting backup documentation the CRA Board approved a contract for the pw-chase of an assemblage ofseven (7) commercial properties located in the center of the Gateway mini - triangle comprising approximately 6.29 acres and authorised the CRA Chairman to execute the purchase contract and coordinate with the appropriate entities to secure linancin,_ to complete the sale. On June 23, 2009 the I:Xecutice Director recommended the CRA Board terminate the aforementioned contract heeau.5e enabling documents /resolutions to pledge CRA Tax Increment Funds as the loan repayment source and obtaining Board approval could not be completed prior to the expiration ofthe due diligence period. In addition, during the due diligence phase, one of the seven sites was lound to havc contamination issues. Termination ofthe existing contract and entering into t4c0 separate contracts was agreed to be the most elfective means to address all the issues at hand. As a result, the I'Xecutive Director was authorized to negotiate two new contacts and secure and facilitate the purchase ofthe properties and return to the CRA Board for approval. The attached contract and addendum is for the purchase of the lormer gas station site located at 2068 Davis BOUIev ard. CONSIDERATIONS: I he acquisition this site hN the CRA is part of an assemblage of seven (7) targeted parcels (Exhibit A) within the 14 Here mini - triangle. this purchase provides the opportunity to he an integn -al part of ally future assemblage ofthe remaining land and potentially leverage public- private partnerships with adjacent land owners. If the CRA owns and controls this key center site ofthe land area, then the CRA has great inlfuence over what is built there (density and intensity), ghat the resulting uses are and the ultimate design. Due to the current economic state of' affairs, there is ereat potential for centrally located parcels to be sold to separate owners for individual business use. 11' any of them are sold, then the likelihood a comprehensive assembly and redevelopment ofthe entire 14 acre site would be marsinalized and the mini - triangles uses would remain as is indelinitely. Redevelopment of the entire nlini- triangle gill achieve roam of the uhjectives stated in the CRA Redevelopment Plan, and significantly increase the tax base. As part of the original contract to purchase the Seller was required to remove gas tanks and pumps fi-0111 the proposed purchase site (1-068 Davis Boulevard) and provide a satisfactory Agenda Item No. 16134 July 27, 2010 Page 5 of 16 Environmental Tank Closure Certificate. During the tank removal process some laboratory samples were found to have exceeded 62 -777, Florida Administrative Code (RAC.), petroleum cleanup target levels. The revised purchase contract addresses the following issues pertaining to contamination: • The Seller shall provide the 13uyer (CRA) a Florida Department of Environmental Protection (FDEI') Tank Closure Inspection Report having an inspection result of `in- compliance' on or before the due diligence period. • The Seller shall incur all expenses related to site rehabilitation. • The transaction will not close until after the Seller delivers to the Buyer an FDEP issued Site Rehabilitation Completion Order (SRCO) having no restrictive covenants that are unacceptable to the 13uyer. • No deposits are being required. FISCAL IMPACT: The Executive Director has coordinated with the appropriate entities to secure and structure a $13,500,000 Term Loan to complete the sale of subject property in the amount of $1,114,000 plus cost and expenses. CRA TIF from Fund 187 will be pledged to service the debt. A budget amendment will be required to recognize the loan and to set up the required debt service reserve. LEGAL CONSDERATIONS: Although recommended, the Purchase Contract does not contain language that makes the closing on these parcels contingent on the closing of the other parcels that are also being considered on this same agenda. This is because the Seller would not agree to such language. Without such language there is no absolute euarantee that all parcels will be closed. Additionally, the costs to remediate damage caused by the gas tanks could be placed into escrow so that closing may be expedited. 'I his language was not placed in the Contract because Seller has made a claim on his insurance for the remediation costs (i.e. if the property changes ownership, the insurance claim may be compromised). With that said, the Purchase Contract and Addendum have been approved by the County Attorney's O17ice for legal sufliciency. This item is not quasi - judicial and as such, ex parte disclosures are not required. A majority vote of the CRA is necessary for CRA action.---JBW GIZOWT14 MANAGEMENT IMPACT: Policy 4.7 oh the Future Land Use Flement of the Growth Management Plan states that redevelopment plans may be developed for specific areas within the County, including the Bay shore Gateway frianele CRA. The 6.29 acres site is within the 14 acre mini - triangle site identified in the Growth Ilunuaement Plan (GRIP) f=uture Lund Use Element (FLUB) Bu"vshore,Gutemur Triun�le Reclereloprnent OverlUr as a catalyst project site "... eligible for the maximum density of 12 units per acre, with development standards as contained in the Gateway 1 rianale Mixed Use District zonin�LI overlay...' . RECOMMENDATION: That the Collier County Community Redevelopment Agency: 1. Approve the attached Commercial Contract and Addendum; 2. Authorize the CRA Chairman to execute same on behalf'ofthe Board; 3. Accept the Warranty Deed once approved by the County Attorney's Office; 4. Direct CRA Fxecutive Director to proceed to acquire the Property and to follow all appropriate closing procedures, to acquire and obtain clear title to the Property, and to record any and all necessary documents (once approved b� the County Attorney's Office) in the Public Records of Collier County, Florida; I Agenda Item No. 16134 July 27. 2010 Page 6 of 16 4. Authorize the CRA Executive Director to make payment in the amount of $1,114,000 Plus cost and expenses to complete the sale of subject property from CRA Trust Fund 187; Prepared by: Jean JOUrdan, on July 10, 2009 Project Manager, 13ayshore Gateway Triangle CRA 3 Agenda Item N ' R July 2/, Page 7,of 16 1. 1. PURCHASE AND SALE: The Collier County Community Redevelopment Agency ("Buyer") 2' agrees to buy and CCBE Investments, LLC., a Florida Limited Liability Company f "Seller "). 3' agrees to sell the properties described as: Street Address: 2068 Davis Boulevard 4- 5' Legal Description: Lots 16, 17 and 18, Triangle Lake, as per map or plat thereof recorded in Plat Book 4, Page 38 of Collier County, Florida. 6' 7' and the following Personal Property: 8` 9' (all collectively referred to as the "Property") on the terms and conditions set forth below. The "Effective Date" of this Contract is 10' the date on which the last of the Parties signs the latest offer. Time is of the essence in this Contract. Time periods of 5 11" days or Was will be computed without including Saturday, Sunday, or national legal holidays and any time period ending on 12" a Saturday, Sunday or national legal holiday will be extended until 5:00 p.m. of the next business day. 13' 2. PURCHASE PRICE: $ 1.114.000.00 14' (a) Deposit held in escrow by $ N/A 15' (b) Additional deposit to be made within days from Effective Date $ N/A 16' (c) Total mortgages (as referenced in Paragraph 3) $ N/A 17' (d) Other. $ 19.000.00 18' (e) Balance to dose, subject to adjustments and prorations, to be made with rash, locally drawn $ 1.133 000.00 19' certified or cashiees check or wire transfer 20' 3. THIRD PARTY FINANCING: Within _ days from Effective Date ("Application Period "), Buyer will, at 21' Buyer's expense, apply for third party financing in the amount of $ or _ % of the 22' purchase price to be amortized over a period of _ years and due in no less than _ years and with a fixed interest rate not to exceed _ % per year or variable interest rate not to exceed _ % at origination with a lifetime cap not to exceed _ % from initial rate, with additional terns as follows: 24' (All Contingencies provided for in Addendum attached hereto and made part of this contract) 25' Buyer will pay for the mortgagee title insurance policy and for all loan expenses. Buyer will timely provide any and all credit, 26' employment, financial and other information reasonably required by any lender. Buyer will notify Seller immediately upon obtaining 27' financing or being rejected by a lender. If Buyer, after diligent effort, fails to obtain a written commitment within 15 days from 28` Effective Date ("Financing Period "), Buyer may cancel the Contract by giving prompt notice to Seller and Buyer's deposit(s) will be 29' returned to Buyer in accordance with Paragraph 9. L 30' Buyer (D and Seller A/S(__) acknowledge receipt of a copy of this page, which is page 1 of 5 Pages. cc -2 0 1997 Florida Association of REALTORS® All Rights Reserved Agenda Item No, 16B4 31- 4. TITLE: Seller has the legal capacity to and will convey marketable title to the Property by J statutory wana yy��'�9g��z�' 201160 3r Jother General Warranty Deed free of liens, easements and encumbrances of record or krtewhVI seller, 33 but subject to property taxes for the year of closing; covenants, restrictions and public utility easements of record; and (list any 34• other matters to which title will be subject) taxes stipulation attached hereto and made part of this contract 35• 35- provided there exists at closing no violation of the foregoing and none of them prevents Buyer's intended use of the Property a. 37' _ 3T (a) Evidence of Title: Seller will, at (check one) J Seller's A Buyer's expense and within _15 days ❑ from Effective Date 39' id prior to Closing Date J from date Buyer meets or waives financing contingency in Paragraph 3, deliver to Buyer (check one) 40• U a title insurance commitment by a Florida licensed title insurer and, upon Buyer recording the deed, an owner's policy in 41 the amount of the purchase price for fee simple title subject only to exceptions stated above. 42• !A an abstract of title, prepared or brought current by an existing abstract firm or certified as correct by an existing firm. 43 However, if such an abstract is not available to Seller, then a prior owner's title policy acceptable to the proposed insurer as 44 a base for reissuance of coverage. The prior policy will include copies of all policy exceptions and an update in a format 45 acceptable to Buyer from the policy effective date and certified to Buyer or Buyer's closing agent together with copies of all 46 documents recited in the prior policy and in the update. 47 (b) Title Examination: Buyer will, within 15 days from receipt of the evidence of title deliver written notice to Seller of title 48 defects. Title will be deemed acceptable to Buyer if (1) Buyer fails to deliver proper notice of defects or (2) Buyer delivers proper 49' written notice and Seller cures the defects within 30 days from receipt of the notice ( "Curative Period'). If the defects are so cured within the Curative Period, closing will occur within 10 days from receipt by Buyer of notice of such curing. Seller may 51 elect not to cure defects if Seller reasonably believes any defect cannot be cured within the Curative Period. If the defects are 52 not cured within the Curative Period, Buyer will have 10 days from receipt of notice of Seller's inability to cure the defects to 53 elect whether to terminate this Contract or accept title subject to existing defects and close the transaction without reduction in 54 purchase price. The party who pays for the evidence of title will also pay related title service fees including title and abstract 55 charges and title examination. 5e (c) Survey: (check applicable provisions below) 57 J Seller will, within 10 days from Effective Date, deliver to Buyer copies of prior surveys, plans, specifications, and 5a• engineering documents, if any, and the following documents relevant to this transaction: any environmental assessments 59• leases entitlements correspondence from government agencies , prepared for Seller or in Set m possession, which show all currently existing structures. sr J Buyer will, at J Seller's J Buyer's expense and within the time period allowed to deliver and examine title evidence, 62 obtain a current certified survey of the Property from a registered surveyor. If the survey reveals encroachments on the 53• Property or that the improvements encroach on the lands of another, U Buyer will accept the Property with existing 64• encroachments 66 such encroachments will constitute a title defect to be cured within the Curative Period. ss (d) Ingress and Egress: Seller warrants that the Property presently has ingress and egress. 66 (e) Possession: Seller will deliver possession and keys for all locks and alarms to Buyer at closing. 67• 5. CLOSING DATE AND PROCEDURE: This transaction will be closed in Collier County, Florida on sa• or before the See Addendum or within _ days from Effective Date ( "Closing Date'), unless otherwise extended ss• herein. J Seller,J Buyer will designate the closing agent. Buyer and Seller will, within 60 days from Effective Date, deliver to 70 Escrow Agent signed instructions which provide for closing procedure. If an institutional lender is providing purchase funds, lender n requirements as to place, time of day, and clos -ng procedures will control over any contrary provisions in this Contract. 72 (a) Costs: Buyer s and ecording fees on notes, mortgages and financing statements and recording fees for the deed. 73 Seller will pay Wmd recording fees for documents needed to cure title defects. If Seller is obligated to discharge 74 any encumbrance at or prior to closing and fails to do so, Buyer may use purchase proceeds to satisfy the encumbrances. 75 (b) Documents: Seller will provide the deed, bill of sale, mechanic's lien affidavit, assignments of leases, updated rent roll, 76 tenant and lender estoppel letters, assignments of permits and licenses, corrective instruments and letters notifying tenants of 77 the change in ownership /rental agent. If any tenant refuses to execute an estoppel letter, Seller will certify that information 78 regarding the tenant's lease is correct. If Seller is a corporation, Seller will deliver a resolution of its Board of Directors 79 authorizing the sale and delivery of the deed and certification by the corporate Secretary certifying the resolution and setting forth ao facts showing the conveyance conforms with the requirements of local law. Seller will transfer security deposits to Buyer. Br °r 81 will provide the closing statement, mortgages and notes, security agreements and financing statements. a2- Buyer ( Yl and Seller n'I r _) acknowledge receipt of a copy of this page, which is page 2 of 5 Pages. Agenda Item No. 16134 83- (c) Taxes, Assessments, and Proration: The following items will be made current and prorated J as of ClosinJ , 2016 a4• rd as of lax ctipl elation in Addendum _: real estate taxes, bond and assessment payments assumed by uyer, interest, 85, rents, association dues, insurance premiums acceptable to Buyer, operational expenses and -96 If the amount of taxes and assessments for the current year cannot be ascertained, rates for the previous year will be used with due allowance being made for improvements and exemptions. Seller is aware of the following assessments affecting or potentially affecting the Property: 89 Buyer will be responsible for all assessments of any kind which become due and owing on or after Effective Date, unless the 90 improvement is substantially completed as of Closing Date, in which case Seller will be obligated to pay the entire assessment. 91 (d) FIRPTA Tax Withholding: The Foreign Investment in Real Property Act ( "FIRPTA ") requires Buyer to withhold at closing a 92 portion of the purchase proceeds for remission to the Internal Revenue Service ('I.R.S. ") if Seller is a "foreign person" as defined 93 by the Internal Revenue Code. The parties agree to comply with the provisions of FIRPTA and to provide, at or prior to closing, 94 appropriate documentation to establish any applicable exemption from the withholding requirement. If withholding is required 95 and Buyer does not have cash sufficient at closing to meet the withholding requirement, Seller will provide the necessary funds 9e and Buyer will provide proof to Seller that such funds were properly remitted to the I.R.S. sr- 6. ESCROW: Buyer and Seller authorize /7 98- Telephone: Facsimile: Address: 99, to act as "Escrow Agent" 1Do- to receive funds and other items and, subject to clearance, disburse them in accordance with the terms of this Contract. Escrow 101- Agent will deposit all funds received in D a non- interest bearing escrow account D an interest bearing escrow account with 1oz- interest accruing to with interest disbursed (check one) ❑ at closing 103- D at intervals. If Escrow Agent receives conflicting demands or has a good faith doubt as to Escrow 1o4 Agent's duties or liabilities under this Contract, he /she may (a) hold the subject matter of the escrow until the parties mutually 1o5 agree to its disbursement or until issuance of a court order or decision of arbitrator determining the parties' rights regarding the 1o6 escrow or (b) deposit the subject matter of the escrow with the clerk of the circuit court having jurisdiction over the dispute. Upon 107 notifying the parties of such action, Escrow Agent will be released from all liability except for the duty to account for items 1oa previously delivered out of escrow. If a licensed real estate broker, Escrow Agent will comply with applicable provisions of Chapter log 475, Florida Statutes. In any suit or arbitration in which Escrow Agent is made a parry because of acting as agent hereunder or 110 interpleads the subject matter of the escrow, Escrow Agent will recover reasonable attorneys' fees and costs at all levels, with 111 such fees and costs to be paid from the escrowed funds or equivalent and charged and awarded as court or other costs in favor —12 of the prevailing party. The parties agree that Escrow Agent will not be liable to any person for misdelivery to Buyer or Seller of i escrowed items, unless the misdelivery is due to Escrow Agent's willful breach of this Contract or gross negligence. 114 7. PROPERTY CONDITION: Seller will deliver the Property to Buyer at the time agreed in its present "as is" condition, ordinary 115 wear and tear excepted, and will maintain the landscaping and grounds in a comparable condition. Seller makes no warranties 116 other than marketability of title. By accepting the Property "as is," Buyer waives all claims against Seller for any defects in the 117 property. (Check (a) or (b)) 11a, D (a) As Is: Buyer has inspected the Property or waives any right to inspect and accepts the Property in its "as is" condition. 119- 3 (b) Due Diligence Period: Buyer will, at Buyer's expense and within 50 days from Effective Date ( "Due Diligence Period "), 120 determine whether the Property is suitable, in Buyer's sole and absolute discretion, for Buyer's intended use and development of 121 the Property as specified in Paragraph 4. During the Due Diligence Period, Buyer may conduct any tests, analyses, surveys and 122 investigations ( "Inspectionsl which Buyer deems necessary to determine to Buyer's satisfaction the Property's engineering, 123 architectural, environmental properties; zoning and zoning restrictions; flood zone designation and restrictions; subdivision 124 regulations; soil and grade; availability of access to public roads, water, and other utilities; consistency with local, state and regional 125 growth management and comprehensive land use plans: availability of permits, government approvals and licenses; compliance with 126 American with Disabilities Act; absence of asbestos, soil and ground water contamination; and other inspections that Buyer deems 127 appropriate to determine the suitability of the Property for Buyer's intended use and development. Buyer shall deliver written notice 128 to Seller prior to the expiration of the Due Diligence Period of Buyer's determination of whether or not the Property is acceptable. 129 Buyer's failure to comply with this notice requirement shall constitute acceptance of the Property in its present "as is" condition. 136 Seller grants to Buyer, its agents, contractors and assigns, the right to enter the Property at any time during the Due Diligence 131 Period for the purpose of conducting Inspections; provided, however, that Buyer, its agents, contractors and assigns enter the 132 Property and conduct Inspections at their own nsk. Buyer shall indemnify and hold Seller harmless from losses, damages, costs, 133 claims and expenses of any nature, including attorneys' fees et all levels, and from liability to any person, arising from the conduct of 134 any and all inspections or any work authorized by Buyer. Buyer will not engage in any activity that could result in a mechanic's lien 135 being filed against the Property without Seller's prior written consent. In the event this transaction does not dose, (1) Buyer shall 136 repair all damages to the Property resulting from the Inspections and return the Property to the condition it was in prior to conduct of 137 the Inspections, and (2) Buyer shall, at Buyer's expense, release to Seller all reports and other work generated as a result of the —% Inspections. Should Buyer deliver timely notice that the Property is not acceptable, Seller agrees that Buyer's deposit shall be J immediately returned to Buyer and the Contract terminated. 14a Buyer Le? and Seller L IL _ j acknowledge receipt of a copy of this page, which is page 3 of 5 Pages. Agenda Item No. 16134 141 c Walk-through Inspection: Buyer may, on the day prior to closing or an other time mutual) agree able t J I 27. 2016 () 9 Y Y Y P 9 Y Y �S[ 27i 2r 16 142 conduct a final "walk- through" inspection of the Property to determine compliance with this paragraph and to ensure that all 143 Property is on the premises. 144 (d) Disclosures: 145 1. Radon Gas: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient 146 quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and s.. 147 guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained 146 from your county public health unit. 149 2. Energy Efficiency: Buyer may have determined the energy efficiency rating of the building, if any is located on the Real 150 Property. 151 B. OPERATION OF PROPERTY DURING CONTRACT PERIOD: Seller will continue to operate the Property and any business 152 conducted on the Property in the manner operated prior to Contract and will take no action that would adversely impact the 15a Property, tenants, lenders or business, if any. Any changes, such as renting vacant space, that materially affect the Property or 154• Buyer's intended use of the Property will be permitted rd only with Buyer's consent J without Buyer's consent. 155 9. RETURN OF DEPOSIT: Unless otherwise specified in the Contract, in the event any condition of this Contract is not met and 156 Buyer has timely given any required notice regarding the condition having not been met, Buyer's deposit will be returned in 157 accordance with applicable Florida laws and regulations. 158 10. DEFAULT: 159 (a) In the event the sale is not closed due to any default or failure on the part of Seller other than failure to make the title 160 marketable after diligent effort, Buyer may either (1) receive a refund of Buyer's deposit(s) or (2) seek specific performance. If 161 Buyer elects a deposit refund, Seller will be liable to Broker for the full amount of the brokerage fee. 162 (b) In the event the sale is not closed due to any default or failure on the part of Buyer, Seller may either (1) retain all deposit(s) 163 paid or agreed to be paid by Buyer as agreed upon liquidated damages, consideration for the execution of this Contract, and in 164 full settlement of any claims, upon which this Contract will terminate or (2) seek specific performance. If Seller retains the 165 deposit, Seller will pay the Listing and Cooperating Brokers named in Paragraph 12 fifty percent of all forfeited deposits retained 66 by Seller (to be split equally among the Brokers) up to the full amount of the brokerage fee. is) 11. ATTORNEY'S FEES AND COSTS: In any claim or controversy arising out of or relating to this Contract, the prevailing parr, 166 which for purposes of this provision will include Buyer, Seller and Broker, will be awarded reasonable attorneys' fees, coals at 169 expenses. 170 12. BROKERS: Neither Buyer nor Seller has utilized the services of, or for any other reason owes compensation to, a licensed 171 real estate Broker other than: 172• (a) Listing Broker. Downing Frye Realty, Inc. (Michael K. Corradi) , 173• who is A an agent of Seller j a transaction broker J a nonrepresentative 174- and who will be compensated by GAS Seller J Buyer J both parties pursuant to U a listing agreement ❑ other (specify) i75• 176- 177* ne- (b) Cooperating Broker: N/A 179• who is J an agent of ❑ a transaction broker J a nonrepresentative 1e0• and who will be compensated by J Buyer U Seller J both parties pursuant to J an MILS or other offer of compensation to a ter cooperating broker 'j other (specify) 182* 1a3• 164• 185 (collectively referred to as "Broker ") in connection with any act relating to the Property, including but not limited to inquiries, im introductions, consultations and negotiations resulting in this transaction. Seller and Buyer agree to indemnify and hold Broker 187 harmless from and against losses, damages, costs and expenses of any kind, including reasonable attorneys' fees at all levels, and tae from liability to any person, arising from (1) compensation claimed which is inconsistent with the representation in this Paragraph, (2) 189 enforcement action to collect a brokerage fee pursuant to Paragraph 10, (3) any duty accepted by Broker at the request of Buyer or i90 Seller, which duty is beyond the scoria of services regulated by Chapter 475, F.S., as amended, or (4) recommendations of or services 191 provided and expenses incurred by any third parry whom Broker refers, recommends or retains for or on behalf of Buyer or Seller. 192- 13. ASSIGNABILITY; PERSONS BOUND: This Contract may be assigned to a related entity, and otherwise J is not assignah'` 193- J is assignable. The terms "Buyer,' "Seller" and "Broker" may be singular or plural. This Contract is binding upon Buyer, Sel. 194 and their heirs, personal representatives, successors and assigns (if assignment is permitted). 1W Buyer and Seller (ZLjk(__ ) acknowledge receipt of a copy of this page, which is page 4 of 5 Pages Agenda Item No. 16B4 196 14. OPTIONAL CLAUSES: (Check if any of the following clauses are applicable and are attached as an addend �T �O 1 act): 19r U Arbitration U Seller Warranty 0 Existing Mortgage se U Section 1031 Exchange U Coastal Construction Control Line U Other Addendum vxr U Property Inspection and Repair U Flood Area Hazard Zone D Other Exhibit D Seller Representations U Seller Financing D Other Signature Page 2o1 15. MISCELLANEOUS: The terms of this Contract constitute the entire agreement between Buyer and Seller. Modifications of 202 this Contract will not be binding unless in writing, signed and delivered by the party to be bound. Signatures, initials, documents 2o3 referenced in this Contract, counterparts and written modifications communicated electronically or on paper will be acceptable for 2o4 all purposes, including delivery, and will be binding. Handwritten or typewritten terms inserted in or attached to this Contract prevail 2o5 over preprinted terms. If any provision of this Contract is or becomes invalid or unenforceable, all remaining provisions will continue 2o6 to be fully effective. This Contract will be construed under Florida law and will not be recorded in any public records. Delivery of any 2o7 written notice to any party's agent will be deemed delivery to that party. ere THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE OF AN ATTORNEY 209 PRIOR TO SIGNING. BROKER ADVISES BUYER AND SELLER TO VERIFY ALL FACTS AND REPRESENTATIONS THAT ARE 210 IMPORTANT TO THEM AND TO CONSULT AN APPROPRIATE PROFESSIONAL FOR LEGAL ADVICE (FOR EXAMPLE, 211 INTERPRETING CONTRACTS, DETERMINING THE EFFECT OF LAWS ON THE PROPERTY AND TRANSACTION, STATUS OF 212 TITLE, FOREIGN INVESTOR REPORTING REQUIREMENTS, ETC.) AND FOR TAX, PROPERTY CONDITION, ENVIRONMENTAL AND 213 OTHER SPECIALIZED ADVICE. BUYER ACKNOWLEDGES THAT BROKER DOES NOT OCCUPY THE PROPERTY AND THAT ALL 214 REPRESENTATIONS (ORAL, WRITTEN OR OTHERWISE) BY BROKER ARE BASED ON SELLER REPRESENTATIONS OR PUBLIC 215 RECORDS UNLESS BROKER INDICATES PERSONAL VERIFICATION OF THE REPRESENTATION. BUYER AGREES TO RELY 216 SOLELY ON SELLER, PROFESSIONAL INSPECTORS AND GOVERNMENTAL AGENCIES FOR VERIFICATION OF THE PROPERTY 217 CONDITION, SQUARE FOOTAGE AND FACTS THAT MATERIALLY AFFECT PROPERTY VALUE. 21e, DEPOSIT RECEIPT: Deposit of $_ 0.00 by U 219• by _ zzo check D other Signature of Escrow Agent received on 221 OFFER: Buyer offers to purchase the Property on the above to s and conditions. Unless acceptance is signed by Seller and a --a1 signed copy delivered to Buyer or Buyer's agent n er than 5: a.m. Z p.m. on July 28th 2009 , Buyer may revoke this offer and receive a refun f de 224• Date: „ 01? BUYER: n Title: ltfh C6 Leek., C Viia,f lhan 0*0 TE.BROQK,. CLERKddress: Address: Tax ID Telephone: _ Facsimile: __ .--, .,, ,­,, a legal suttlalency Tax ID 23o' ACCEPTANCE: Seller accepts Buyer's offer and agrees to sell the Property on the above terms and conditions (Cl subject to the 231 attached Counter offer). 232' Date: -71) TM q SELLER: � 5 ' iniu� Tax ID No: 233' 234' 235' Date: Title: % i/I /yA6Et2 Telephone: 2.3 / Facsimile: Address: Tax ID 236, Title: Telephone: Facsimile: 237• .lielrkarc as managing Member of CUE Investments. LLC r 238- Buyer (�P and Seller (/f¢( acknowledge receipt of a copy of this page, which is page 5 of 5 Pages. .� The Florida Association of REALTORS makes no representation as to the legal validity or adequacy of any provision of this form in any specific transaction. This standardized form should not be used in complex transactions or with extensive rders or additions. This form is available for use by the entire real estate industry and is not intended to identify the user as a REALTOR. REALroa is a registered collective membership mark which may be used only by real estate licensees who are members of the NATIONAL ASSOCIATION OF REALTORS and who subscribe to its Code of Ethics. The copyright laws of the United States (17 U.S. Code) forbid the unauthorized reproduction of this form by any means including facsimile or computerized forms. CC -2 ©1997 Florida Association of REAL10RSCD All Rights Reserved Agenda Item No. 16134 July 27, 2010 Page 12 of 16 ADDENDUM TO SALES COMMERCIAL CONTRACT By and between The Collier County Community Redevelopment Agency ( "Buyer ") and CC &E Investments, LLC., a Florida Limited Liability Company ( "Seller "). Physical address: 2068 Davis Boulevard being furrher described to the EXHB/T "A' attached hereto and made apart of this contract. The Seller represents that the property, and all uses of the property, have been and presently are in compliance with all Federal, State and Local environmental laws; that no hazardous substances have been generated, stored, treated or transferred on the property except as specifically disclosed to the Buyer; that the Seller has no knowledge of any spill or environmental law violation on the property contiguous to or in the vicinity of the property to be sold to the Buyer, that the Seller has not received notice and otherwise has no knowledge of a) any spill on the property; b) any existing or threatened environmental lien against the property; or c) any lawsuit, proceeding or investigation regarding the generation, storage, treatment, spill or transfer of hazardous substances on the property other than specifically disclosed herein. The Seller has removed the underground pollutant storage tanks associated with the tank systems from the former gas station located at 2068 Davis. Furthermore, the Seller agrees to provide the Buyer a Florida Department of Environmental Protection (FDEP) Tank Closure Inspection Report having an inspection result of "in- compliance' on or before the due diligence period. The Seller acknowledges that during the tank removal process some laboratory samples were found to have exceeded 62 -777, F.A.C. petroleum cleanup target levels and further testing is being performed to determine the level and degree of the cleanup and the Seller agrees to make all corrective measures required by 62 -770, F.A.C. pertaining to this contamination. The Seller agrees all expenses incurred as a result of removal of said tanks including but not limited to shoring, discovered contamination removal and sludge removal shall be paid for by the Seller. The Seller agrees to provide the Buyer an FDEP issued Site Rehabilitation Completion Order (SRCO) meeting commercial cleanup target levels and having no restrictive covenant attached hereto as referenced in 62 -770, Florida Administrative Code (F.A.C.) and 62 -777, F.A.C. The SRCO meeting the criteria above will verify the site is rehabilitated to levels suitable for development as deemed acceptable by the Buyer prior to closing. The Seller, if applicable, shall provide to the Buyer assignment of leases, updated rent roll, tenant and lender estoppel letters, assignments of permits and licenses, corrective instruments and letters notifying tenants of the change in ownership /rental agent and transfer all security deposits and any 1 ML Agenda Item No, 16134 July 27, 2010 Page 13 of 16 and all lease prepayments, deposits and active and future leases as provided for in the contract. Seller shall use their best efforts to provide to the Buyer estoppel certificates signed by each tenant confirming the terms of the leases and the current status of said leases. At closing Seller shall certify all estoppel letters provided are accurate or provide correct updates thereto and certify as of the closing date the status of all leases. If Seller is unable to obtain estoppel letters from any of the tenants Seiler shall provide such information to Buyer and warrant the accuracy of the estoppel information. The Seller shall permit Building Structural Inspectors, Fire Inspectors and other persons requested by Buyer to access all buildings and facilities to inspect said buildings and facilities for compliance with all applicable Federal, State and local codes. All buildings and facilities must be found in compliance with all Federal, State and local codes prior to closing. The Seller shall permit the Buyer's agent, employees or any other persons deemed necessary to determine the properties suitability for the Buyer to enter upon the property any time during the due diligence period. The Seller is aware of and understands that the "offer to purchase" represented by this contract is contingent on approval of the purchase of the properties by the Collier County Community Redevelopment Agency Board. The Seller acknowledges that Buyer is purchasing seven of Seller's parcels to include the Property for a unified project and understands the "offer to purchase represented by this contract is contingent on the Seller executing a contract with Buyer for Purchase and Sale of property located at 1936 Davis Boulevard, 1965 Tamiami Trail East, 1933 Tamiami Trail East, 1991 Tamiami Trail East, 2054 Davis Boulevard and 2000 Davis Boulevard located in Collier County Florida. The Buyer shall pay for all documentary stamps "Transfer Tax" on the deed. The Buyer shall assume payment for any 2009 tax prorations due at the time of closing and reimburse the Seller for payment of the 2008 taxes. The Buyer shall, at Buyer's expense have until September 16, 2009 to determine whether the Property is suitable as Buyer deems necessary to evaluate the property including, but not limited to the physical characteristics and conditions of the property, the effect if all applicable building, land use, environmental and other codes, ordinances, statutes, rules and regulations effecting the property and such other matters as may be deemed by Buyer to be necessary and desirable in order for Buyer to evaluate the property and determine the desirability and feasibility of the property for Buyer's intended use. In the event the Buyer is not satisfied with such studies, tests, restrictions or material, Buyer shall have the option to cancel and terminate this contract by written notification to Sellers on or 24� Agenda Item No, 16134 July 27, 2010 Page 14 of 16 before September 16, 2009 whereupon the parties hereto shall be relieved of any obligations or liabilities hereunder, and if applicable any escrow deposits shall be returned to Buyer. In the event the Buyer does not notify Sellers that it is exercising its' option to cancel this contract on or before September 16, 2009, Buyer shall be deemed to have waived such right of cancellation. If the Buyer enters the Property and makes any excavations or tests, Buyer shall restore the Property to its original state, and shall protect the Property against the filing of any constructions liens for work performed on behalf of the Buyer. The Buyer further agrees to hold the Seller harmless and indemnify Seller from any loss it may suffer as the result of these inspection activities (provided that none of said loss is due to the intentional acts or negligence of Seller). The Buyer shall pay the Seller at time of closing the sum of $19,000.00 (Nineteen Thousand Dollars) for reimbursement of removal of the gas tanks and pumps from the former gas station located at 2068 Davis Boulevard subject to Buyer's receipt of a satisfactory `Environmental Tank Closure Certificate" from the Seller on or before the due diligence period. Buyer shall pay for all new surveys. Buyer acknowledges the receipt of the following survey from the Seller Dagostiono & Wood, Inc survey dated 09/27/05, computer file 05220 -1 Buyer acknowledges receiving herewith copies of Steel Environmental Consulting, Inc., Report of Limited Phase II Environments Site Assessment for the Citgo Gas Station incorporated with Report of Limited Phase Il Environments Site Assessment for Bob Taylor Chevrolet Collision Center. This transaction will be closed in Collier, County Florida, no later than thirty (30) days after the Seller is in receipt and has delivered to the Buyer an FDEP issued SRCO meeting commercial cleanup target levels referenced in 62 -770. F.A.C. and 72 -777, F.A.C. and having no restrictive covenant attached hereto. In the event of a conflict between this addendum and the contract hereby amended the terms of this addendum shall prevail. 3 C�S Agenda Item No. 16134 July 27, 2010 Page 15 of 16 EXHIBIT "A" Folio ID # 77510360001, having a physical address of 2068 Davis Boulevard Lots 16, 17 and 18, Triangle Lake, as per map or plat thereof recorded in Plat Book 4, Page 38 Public Records of Collier County, Florida. Witness Page for Commercial contract Between The Collier County Community Redevelopment Agency ( "Buyer ") and CC&E Investments, LLC., a Florida Limited Liability Company ( "Setter -). Property site address: 2068 Davis Boulevard, and being further described in the EXHB/T 'A" attached hereto and made a part of this agreement. tLV 4 to�/ Agenda Item No. 1684 July 27, 2010 Page 16 of 16 IN WITNESS WHEREOF, the parties hereto have signed below. Dated Pro'ect/Acquisition Approved by BCC: .29'..24eg- AS TO PURCHASER: DATED: J4 31 7l ATT9ST'.;....., DWI E. BRQCK,.;Clerk as to ty lerk AS TO SELLE DATED: 7 - &- WITNESSES: (Printed Name) . ?14— (Signature) DARgwp, CNAIAKR (Printed Name) Approved as to form and Iega�sAcjen cX: Jenn'if'er B. White Assistant County Attorney COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY BY: 44ve JIM COL TTA, Chairman CC &E Investments, LLC, a Florida Limited Liability Company �/ ilityCompany BY: "5 • C uvvuc (Priri�ted Name) Its: M L h R E L Go fZ ?-/9c? , 211#A1AG I'd G IVCry5EIL ALL 51��