2014 Item #14B1 (Read-Only)6/24/2014 14.B.1.
EXECUTIVE SUMMARY
Recommendation that the Community Redevelopment Agency (CRA) review an offer to purchase CRA owned
property in the Gateway mini -triangle by Fortino Construction & Development, LLC and Assignee and provide
staff direction.
OBJECTIVE: To obtain direction from the Community Redevelopment Agency regarding the potential sale
of CRA owned property.
CONSIDERATION: The subject site comprises six (6) parcels (Exhibit A) located in the center of the
Gateway mini -triangle comprising approximately 5.27 acres. This area is identified in the CRA Redevelopment
Plan as a potential site for a catalyst redevelopment project. It is also identified in the Growth Management Plan
(GMP) Future Land Use Element (FLUE) Bayshore/Gateway Triangle Redevelopment Overlay as a catalyst
project site "... eligible for the maximum density of 12 units per acre, with development standards as contained
in the Gateway Triangle Mixed Use District zoning overlay...".
In 2009, the CRA Board authorized the purchase of 5.27 acres of commercial property in the Gateway mini -
triangle for the sum of $6,386,000. The property was purchased with proceeds from the Fifth Third Bank loan.
The site is improved with four buildings and a cell tower. The buildings operate as a rental car business, a
plastering service business, a collision repair shop and a retail nursery. The properties generate a yearly rental
income of approximately $301,000 to the CRA and are not exempt from property taxes and therefore on the tax
roll. Taxes in 2014 were approximately $24,350 of which the CRA was reimbursed approximately $24,000.
Three of the four buildings have maintained 100% occupancy and the leases are scheduled to expire in 2015.
The fourth lease is scheduled to expire in 2016. Tenants are aware the site was purchased for redevelopment
purposes and is identified in the Redevelopment Plan as a catalyst site. The CRA is currently working with the
Real Property Management Department's Leasing Specialist and the County Attorney's Office to review the
termination provisions of the leases.
Fortino and his Assignees desire to purchase and redevelop the site with a mixture of uses comprising a senior
housing component and/or a hotel including personal services, retail, restaurants and office uses. A contract
setting forth the terms of the offer and an offering price of $5,000,000 is attached hereto for review. The CRA
staff is seeking direction from the CRA Board whether it is the desire of the Board for staff to work with the
County's Real Property Management Department and the County's Attorney's Office to prepare a Purchase
Agreement to bring back to the Board for review and approval. An appraisal of the site was conducted by the
County's Real Property Management Department in April of 2014, which provided for an estimated market
value of the site to be $5,212,808.00. According to Fortino Construction & Development their total project
budget is estimated at $55,000,000. In accordance with Florida Statute 193.011, the Property Appraiser
appraises property at 100% just value, which equates with market value minus reasonable costs. 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
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6/24/2014 14.B.1.
FISCAL IMPACT: Assuming this new development will generate increased CRA taxable value of
$46,750,000, the tax increment value associated with this new development if applied in FY 16 totals $221,900.
If one assumes a 3% tax base increase in FY 16 in addition to the new development the added tax increment
would amount to $298,000. Current CRA debt outstanding at June 16, 2014 totals $7,054,044 and the monthly
payoff is $41,988. This current balance does not include the recent property sales approved by the Board.
LEGAL CONSIDERATIONS: If so directed, the County Attorney will work with CRA staff and Real
Property Management to implement Board's direction. This item has been reviewed by the County Attorney, is
legally sufficient, and requires majority vote for approval. -JAB
GROWTH MANAGEMENT: There is no impact on the County's long-range planning effort.
RECOMMENDATION: Recommendation that the Community Redevelopment Agency (CRA) review an
offer to purchase CRA owned property in the Gateway mini -triangle by Fortino Construction & Development,
LLC and Assignee and provide staff direction.
PREPARED BY: Jean Jourdan, Interim Director
Bayshore/Gateway Triangle CRA
Packet Page -308-
6/24/2014 14.B.1.
COLLIER COUNTY
Board of County Commissioners
Item Number: 14.14. B. 14. B. 1.
Item Summary: This item to be heard at 10:40 a.m. Recommendation that the Community
Redevelopment Agency (CRA) review an offer to purchase CRA owned property in the Gateway mini -
triangle by Fortino Construction & Development, LLC and Assignee and provide staff direction.
Meeting Date: 6/24/2014
Prepared By
Name: JourdanJean
Title: Project Manager, County Redevelopment Agency
6/9/2014 2:08:01 PM
Submitted by
Title: Project Manager, County Redevelopment Agency
Name: JourdanJean
6/9/2014 2:08:02 PM
Approved By
Name: CasertaAshley
Title: Project Manager, CRA, County Redevelopment Agency
Date: 6/9/2014 3:22:07 PM
Name: BelpedioJennifer
Title: Assistant County Attorney, CAO General Services
Date: 6/18/2014 10:51:12 AM
Name: BelpedioJennifer
Title: Assistant County Attorney, CAO General Services
Date: 6/18/2014 11:18:02 AM
Name: KlatzkowJeff
Title: County Attorney,
Date: 6/18/2014 1:32:49 PM
Packet Page -309-
6/24/2014 14. B.1.
Name: FinnEd
Title: Management/Budget Analyst, Senior, Transportation Engineering & Construction Management
Date: 6/18/2014 2:52:06 PM
Name: OchsLeo
Title: County Manager, County Managers Office
Date: 6/18/2014 4:25:27 PM
Packet Page -310-
t Vacant Land Contract
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1. SALE AND PURCHASE:
6/24/2014 14. B.1.
,
PARTIES AND DESCRIPTION OF PROPERTY
Collier Countv RedeveloomentAaencv Board
agree to sell and buy on the temn and conditions specified below the property (•Property^) described as:
Address: 1991, 1§65, and 1933 Tamianli Trail•Easf: & 2000, 2054 and 1936 Davis Blvd, Naples FG
Legal Description: 00388440007,00388480009,77510200006,77510280000,77510320009,and 77510;
including'all improvements and the following tidditional property: )
(Seller-)
(•Buyer'
15 PRICE AND FINANCING `
16' 2. PURcR-AsE•PRICE: $ 5,000,000.00 payable by Buyer in U.S. funds as follows:
1750,000.00 i
(a) S' Deposit received (checks are subject to clearance) on �prfl 18 2014 by
16" for deliveryto Cheffy Passidomo i • . —'(,Escrow Agent')
19 signature NameofCompany i• .
20• (Address of.!Escrow Agent) Cheffy Passidomo 821 5Th AvelS Naples FI
21 (Phone ;# ofjEscrow Agent) 239-261=9300
•22- (b) s .10,000:00 Additional deposit to be delivered to Escrow Agent by AuAusti11 2014
or days from Effective Date (10 days If left blank).
24• (c) Total financing (see Paragraph 3 below) (express as a dollar amount or ercenta e)
25' (Co $ Other.
27- (ey g. ..•4,8.50,000.00 Balance to close (not Including Buyer's closing costs, prepaid items and prorations). All funds
paid at closing must be paid by locally drawn cashier's check, official Ackorwired funds.
28' ❑ {>j'(co -Ptete only if purchase price will be determined based on a per unit cost Instead ofa flzed.ptitte).The unit
29• used to dokermthe'the purchase price Is ❑ lot ❑ acre ❑ square foot ❑ other (specify. 1
' prorating areas of less than a full unit. The; purchase price will be $ per unit based on a -calculation of total
31 area of the'Property, as certified to Buyer and Seller by a Florida -licensed surveyor in accordance witft ParagT.ph:,8(c).of this
32• Contract..Ttle;fgito•.wing rights of way and other areas will be excluded from the calculation: 11
34' 3. CA$f{/FIhjAIVC[NG: (Check as applicable) ❑x (a) Buyer will pay cash for the Property with no.flipapcitag..co.Qtfhgency.
8s' ❑(b) Thi`s;Coiifract is contingent on Buyer qualifying and obtaining the commitment(s) or aporova (s) specified l; fr& (the
36• •Financing") within days from Effective Date (if left blank then Closing Date or 30 days from Eective Date; whichever
3r occ irs first):(the �Firiancing Period'). i3uyer will apply for Financing wlthirt days from Effective Tate (5 days if left blank)
38 and wit! tri)elX provide any and ai! credit, employment, financial and other information required by,tte lender. if Buyer, after
39 using.dittgg icelan -good faith, cannot obtain the Financing within the Financing Period, either party may'cancei this Contract
40•a6d-Btidposit(s) will be returned after Escrow Agent receives proper authorization from all interested partles.
41- ❑q)-Ndw,Finaricing: Buyer will secure a commitment for new third partyfinancing for S. 1 or
42• of`the purchase price at the prevalling,interest rate and loan costs based on Buyer's'creditworthiness.:Buyerwill
43 keep'Sel[er bnd Broker fully informed of the loan application status and progress and authorizes :he lender or mortgage
44 broker•to disclose all such information to,Seilerand Broker.
45' ❑(2Ablfer Financing: Buyer will execute a ❑ first E] second purchase money note and mortgage to Seller in the
46' amount•of'$_ . bearing annual interest at °% and payable as follows: f
47, _
48 The; _, rtgage, note,.and any security agreement will be in a form acceptable to Seller and willfollow forms generally
49 a . dI. the county where the Properly Is located: will provide fora late payment fee and acceleration at the mortgagee's
SQ, Buyer 't_,_.) andSetler (_) ( i) acknowledge receipt of a copy of this page, which fs Pag 1 of 7 Pages.
VAC=9 , /Uy V2007 Florida Association:offiru'roe Wi Rights Reserved
smia>R3'u r3%ugaias sa3io' Packet Page -313- SI Alic_t
si option if Buyer defaults: will give Buyer the right to prepay without penalty all or part of the pri
52 interest only to date of payment; will, be due on conveyance or sale; will provide for release
63 applicable; and will require Buyer to kep liability insurance on the Property, with Setter as additlo
54 authorizes Seller to obtain credit, employment and other necessary information to determine
ss financing. Seller will, within 10 days from Effective Date, give Buyer written notice of whether or nol
56' 0(3) Mortgage Assumption: Buyerwill take title subject to and assume and pay existing first me
67'
6/24/2014 14. B.1.
pal at any time(s) with
contiguous parcels, if
named Insured. Buyer
?ditworthiness for the
ilerwill make the loan.
aae to __
so* LN# in the approximate amount of $ 1 currently paxable at
59• $ per month including principal, interest, Inan
taxes and insurance and hg a ❑ fixed u other
60• (describe) 1
61- interest rate of c/° which ❑ will ❑ will not escalate upon assumption. Any varlancelin the mortgage will be
62 adjusted In the balance due at closing with no adjustment to purchase price. Buyer will purchase Seller's escrow
63' account dollar for dollar. If the lender disapproves Buyer, or the interest rate upon transfer exrkeds°,6 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 an .non appealable
66 CLOSING I
67 4. CLOSING DATE; OCCUPANCY: This Contract will be closed and the deed and possession delivered ori 68-'2944 (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 overall 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 5days 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 a�d may be conducted by
74 mail or electronic means. If title Insurance insures Buyer for title defects arising between the title b nder effective date and
7s recording of Buyer's deed, closing agent will disburse at closing the net sale proceeds to Seller On local cashier's checks if Seller
76 requests in writing at feast 5 days prior to closing) and brokerage fees to Broker as per Paragraph 17. In a Idition to other expenses
n provided In this Contract, Seller 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
C-
81 Title evidence (if applicable under Paragraph 8)
a2r Other.
83 (b) Buyer Costs:
8
4 Taxes and recording fees on notes and mortgages
as Recording fees on the deed and financing statements
8b Loan expenses
87 Lender's title policy at the simultaneous issue rate
sa 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[] Sellerwill select the title agent and
94' will pay.for the owners title policy, search, examination and related charges or ❑x Buyerwill select t ie title agent and pay for
95- the owner's title policy, search, examination and related charges or ❑ Buyer will select the title agent and Sellerwill pay for
96 the owners title policy, search, examination and related charges.. 1
97• ❑(2) Seller will provide an abstract as specified in Paragraph 8(a)(2) as title evidence,F] Selleri❑ Buyer will pay for the
99 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 Buyerwill pay fees1for title searches after closing (€f any), title examination feesand closing fees.
100 (d) Proration: 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 assessmdnts for the curtent year
102 cannot- be determined, the previous year's rates will be used with adjustment for any exemptions. PROPERTY TAX
103 DISCLOSURE SUMMARY: BUYER SHOULD NOT RELY ON THE SELLER'S CURRENT PROPERTY TAXES AS THE AMOUNT OF
104 PROPERTY TAXES THAT BUYER MAY BE'OBLIGATED TO PAY IN THE YEAR SUBSEQUENT TO PURCHASE. A CHANGE OF
los 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. I
toe (e) Spe ' I Assessment by Public Body: Regarding special assessments imposed by a public body, Seller will pay p) the full
109 ' amou liens that are certified; confirm ed and ratified before closing and (Il) the amount of the last estimate of the assessment
1i0- Buyer (_� and Seller acknowledge receipt of a copy of this page, which Is Page 2 of 7 Pages.
VAC -9 R ® 2007 Florida Association of Reay m7t All Rights Rrserved
SerbM-035337-009139.6386370 - Packet Page -312-i SyIdll i-?t�;
6/24/2014 14. B.1.
* the uses, heights, intensities and densities.described in the "Laud Use
Approvals"
111 if an improvement is substantially completed as of Effective Date but has not resulted in a lien before closing, and Buyer will
112' pay all other amounts. If special assessments may be paid in Installments ❑ Buyer Z Seller (if left blank, Buyer) shall pay
113 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 Conddminium Association.
its (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 Seller 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'
118 that Seiler is not a 'foreign person', (2) Seller .provides Buyer with a Withholding Certificate �roviding 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
12o 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. The IRS requires Buyer and
122 Seller to have a U.S. federal taxpayer Identification number ('TIN`). Buyer and Seller agree to execgte 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 t4elr respective TIN or Social Security numbers to the Closing Agent. If Seller
125 applies for a 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 additlorial cashnecessary to satisfy the
129 requirement. Buyer will timely disburse the funds to the IRS and provide Seller with copies of the tax orms and receipts.
130 (g) 1031 Exchange: If either Seller or Buyer wishes to enter Into a like -kind exchange (either simutaneously with dosing or
131 after) under Section 1031 of the Internal Revenue Code ('Exchange"), the other party will cooperate•injall reasonable respects to
132 effectuate the Exchange Including executing documents provided, however, that the cooperating pa. will incur no liability or
133 cost related to the Exchange and that the closing shall not be contingent upon, extended or delayed b�the Exchange.
134 PROPERTY CONDITION
135 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 imp`oving the Property and
141 rebuilding in the event of casualty. j
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 'not be grounds for canceling this Contract if the Feasibility tudy Period has expired
144 or if Buyer has checked choice (c)(2) below.
145 (c) Inspections: (check (1) or(2) below) 120
146' ❑(i) Feasibility Study: Buyer wit Lat Buyer's expense and within 1�'days from Effective Date i�'Feasl illty Stud
147* Period', determine whether the Property Is suitable, In Buyer's sole and absolute. discretion; for
148 ' --user During the Feasibility Study Period, Buyer may conduct.a Phase I environmental
149 assessment and any other tests, analyses, surveys and Investigations Cinspections`) that Buffer deems necessary to
Iso determine to Buyer's satisfaction the Property's engineering, architectural and environmental 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 reglohal growth management plans; availability of permits, government approvals, and
153 licenses; and other Inspections that Buyer deems appropriate to determine the Property's suitability for the Buyer's
154 intended use. If the Property must be rezoned, Buyer mill obtain the rezoning from the appropriate government agencies.
155 Sellerwlli sign all documents Buyer is required to file In connection with development or rezoning�approvais.
156 Seller gives Buyer, its agents, contractors and assigns, the right to enter the Property at any time during the feasibility
is7 Study Period for the purpose of conducting Inspections; provided, however, that Buyer, its agents, contractors and
Tse assigns enter 'the Property and conduct Inspections at their own risk. Buyer will indemnify a d hold Seller harmless
159 from losses, damages, costs, claims and expenses of any nature, including attorneys' fees expenses and liability
160 incurred in application for rezoning or;related 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 th5s 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 notice to Seiler 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 terminated as of the day after the
170 Feasibility Study period ends and Buyer:''s deposit(s) will be returned after Escrow Agent receives pr per authorization from
171 all interested parties.
172- ❑(2) o Feasibility Study: Buyer is satisfied that the Propertyls suitable for Buyer's purposes, including being
173 sati at either public sewerage and water are available to the Property or the Property will be tproved for the
174' Buyer C__ ) and Seller L� (_� acknowledge receipt of a copy of this page, which Is Page 3 of 7 Pages.
VAC -9 Rev s 2007 Florida Association of RE•iu1o1u5 Ali Rights Reserved (I
• 1
Serialrr: 035337-000139.6386370
Packet Page -313-
* the uses, heights, intensities and densities described in
Approvals"
175 Installation of a well and/or private sewerage disposal system and that existing zoning and other
176 restrictions, such as subdivision or deed restrictions, concurrency, growth management and env
r177 acceptable to Buyer. This Contract is not contingent on Buyer conducting any further investigatl
178 (d) Subdivided Lands: If this Contract is for the purchase of subdivided lands, defined by Florida L
179 land which Is divided or is proposed to be divided for the purpose of disposition into 50 or more lots,
180 or (b) Any land, whether contiguous or not, which is divided or proposed to be divided into 50 or r
181 interests which are offered as a part of a common promotional plan', Buyer may cancel this
182 whatsoever for a period of 7 business days from the date on which Buyer executes this Contract
193 within the period provided, all funds or other property paid by Buyer will be refunded without pena
184 days of the receipt of the notice of cancellation by the developer.
6/24/2014 14.B.1.
"Land Use
regulations and
il conditions, are
kw as '(a) Any contiguous
Darcels, units, or interests:
ore lots, parcels, units, or
Contract for any reason
If Buyer elects to cancel
ty or obligation within 20
las 7, RISK OF LOSS; EMINENT DOMAIN: if any portion of the Property Is materially damaged by casuaitl before closing, or Seller
186 negotiates with a governmental authority to transfer all or part of the Property in lieu of eminent domain proceedings, or if an
187 eminent domain proceeding is initiated, Seller will promptly inform Buyer. Either party may cancel' this Contract by written
tea notice to the other within 10 days from Buyer's receipt of Seller's notification, failing which Buyer will close in accordance with
109 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, 1
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 recc
194 with current title standards adopted by the Florida Bar, subject onl to the fol wing title exceptioi
195, Buyer's intended use of the Property as ed�b'- : covenants, ease
i96 record; matters of plat; existing zoning and government regulations: oil, gas and mineral rights of re
197 entry; current taxes; mortgages that Buyer will assume: and encumbrances that Seller will disch
198 Seller will deliver to Buyer Seller's choice of one of the following types of title evidence, which mi
199 in the county where the Property Is located (specify in Paragraph 5(c) the selected type). Seller v
200 Beach County and option (2) in Mlami-Dade County.
201 (1) A title insurance commitment issued by a Florida -licensed title insurer in the amount of the r
202 only to title exceptions set forth in this Contract and delivered no later than 2 days before Closing 1
203 (2) An existing abstract of title from' a reputable and existing abstract firm (if firm is not existii
204 certified as correct by an existing firm) purporting to be an accurate synopsis of the instrumi
los Property recorded in the public records of the county where the Property is located and certified b
206 if such an abstract Is not available to Seller, then a prior owner's title policy acceptable to the p
207 for reissuance of coverage. Seller �. will pay for copies of all policy exceptions and an update L 208 Buyer's.closing agent from the policy effective date and certified to Buyer or Buyer's closing ager
209 ail documents recited iri the prior policy and in the update. If a prior policy is not available to Sel
210 the title evidence. Title evidence will be delivered no later than 10 days before Closing Date.
211 (b) Title Examination: Buyer will examine the title evidence and deliver written notice to Seller, wit
272 title evidence but no later than Closing Date, of any defects that make the title unmarketable. Sel
213 receipt of Buyer's notice of defects ('Curative Period') to cure the'defects at Seller's expense. If Selie
214 the .Curative Period, Seiler will deliver written notice to Buyer and the parties will close the transa
?ts within 10 days from Buyer's receipt of Seller's notice if Closing Date has passed. If Seller is unable t,
216 the Curative Period, Seller wilt deliver written notice to Buyer and Buyer will, withlnl0 days from i
217 either cancel this Contract or 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 ant
219 Seller, within 5 days fram receipt of survey but no later than 5 days prior to closing, of any encroac
220 encroachments by the Property's improvements on other lands or deed restriction or zonit
221 encroachment or violation will be treatecidn the same manner as a title defect and Buyer's and Se
M determined in accordance with subparagraph (b) above.
223 '(d)•Coastal Construction Control Line: if any part of the Property lies seaward of the coastal coi
224 defined in Section 161.053 of the Florida Statutes, Seller shall provide Buyer with an affidavit or sl
225 delineating the line's location on the Property, unless Buyer waives this requirement in writing. The F
226 may be subject to coastal erosion and to federal, state, or local regulations that govern coastal,propei
227 of the coastal construction control line, rigid coastal protection structures, beach nourishment, and
228 turtles. Additional information can be obtained from the Florida Department of Environmental Prote
229 there are significant erosion conditions associated with the shoreline of the Property being purchased.
230• [] Buyer waives the right to receive a CCCL affidavit or survey.
231 MISCELLANEOUS
232 9. EFFECTIVE -DATE; TIME; FORCE MAJEURE:
233 (a) Effective Date: The 'Effective Date' of this Contract is the date on which the last of the parties init.
234 final offer or counteroffer. Time is of the essence for all provisions of this Contract.
23s (b) Time: All bine periods expressed as days will be computed In business days (a 'business day
236 excep turday, Sunday and national legal holidays). If any deadline falls on a Saturday, Sul
237* Buyer and Seiler L___) C__Lj acknowledge receipt of a copy of this page, which is Pa(
VAC -9. R ! 2007 Florida Association of Rrnt.ToRsP'All Rights Reserved
SedaW-, 03SM-OD0139-6306370 —_-- —_-+ ----. —
Packet Page -314-
al representative or
in Seller in accordance
none of which prevent
;nts and restrictions of
-d if there Is no right of
e at or before closing.
be generally accepted
use option (1) In Palm
se price and subject
g, then abstract must be
its affecting title to the
Effective Date. However
)posed Insurer as a base
a format acceptable to
together with copies of
)r then (1) above will be
n 5 days from receipt of
will have 30 days from
cures the defects within
tion on Closing Date or
cure the defectswithin
ceipt of Sellers notice,
deliver written notice to
iments on the Property,
I violations. Any such
ler's obligations will be
ruction control line as
fey as required by law
perty being purchased
Including delineation
protection of marine
on, Including whether
or signs and delivers
Is every calendar day
Jay or national legal
4 of 7 Pages.
6/24/2014 14.B.1.
238 holiday, performance will be due the next business day. All time periods wilt end at 5:00 p.m. local time (meaning in the county
239 where the Property is located) of theappr.'opriate day. f
290 (c) Force Majeure: Buyer or Setler st(ail 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 delked, caused or prevented
242 by'an act of God or force majeure. AnI'act of God" or 'force majeure' Is defined as hurricanes,earthquakes, floods, fire,
243 unusual transportation 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) forlthe 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 to 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 byjthis Contract, regarding
251 any contingencies will render that contingency null and void and the Contract will be construed as If the contingency did
2s2 not exist. Any notice, document or item delivered to or received by an attorney or licensee 'including a transaction
2s3 broker) representing a partywill be as effective as if delivered to or by that party.
254 11. COMPLETE AGREEMENT: This Contract is the entire agreement between Buyer and Seiler,. Except for brokerage
255 agreements, no prior or present agreements will bind Buyer, Seller or Broker unless incorporpted Into this Contract.
256 Modifications of this Contract will 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
2s9 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. I
262 12. ASSIGNABiL"; PERSONS BOUND: Buyer may not assign this Contract without Setter's written consent. The terms
263 'Buyer,' • Seller,' and 'Broker' may be singular or plural. This Contract is binding on the heirs, administr•` tors, 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 Setter's 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
268 waiving the right to seek damages or to seek specific performance as per Paragraph 14. Seller will also 6e liable to Broker for the
269 full amount of the brokerage fee. (b) Buyer;Default: If Buyer fails to perform this Contract within the time specified, including
�_. 270 timely payment of all deposits, Seller may choose to retain and collect all deposits paid and agreed Ito 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 falls, Escrow Agent will
277 submit the dispute, if so required by Florida law, to Escrow Agent's choice of arbitration, a Florida
lcourt or the Florida Real
27e 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 broke �so chooses, applies only
281 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 thm to attempt to resolve
M the matter through mediation, failing which the parties will resolve the dispute through neutral biding arbitration In the
284 county where the Property is located. Th'e arbitrator may not after the Contract terms or award any `remedy not provided for
las 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 areal 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.
Z90 • (c) Mediation and Arbitration; Expenses: 'Mediation' is a process In which parties attempt to resolve a dispute by
91 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 will'be in accordance with the rules of the American Arbltratiop Association ('AAA) or
293 other mediator agreed on by the parties.The parties will equally divide the mediation fee, if any. 'Aijbitration' 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
295 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, and 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 nonprevailing party reasonable attorneys' fees, costs and expenses.
299- Bu}rer- and Seller �� ( ) acknowledge receipt of a copy of this page, which is Page 5 of 7 Pages.
VAC -9 /07 02007 Florida Association of Reulorux All Rights Reserved
--------
se�eu. 035337-000139638�170 Packet Page -315-i1TS3iB};:�T
300ESCROW AGENTAND BROKER
301 15. ESCROW AGENT: $uyef and Seller authorize -Escrow Agent to receive, deposit and hold funds
302 and; subject to, Cie arance, disburse them-Oon proper authorization and in accordarice with Florid;
303 Confracf; Induding.disbursing-brokerage fees. The parties agree that Escrow Agent will not be liable t(
304 of'escrowed items t6'Buyerior Seller, unless the misdelivery is due to Escrow Agent's willful brew
305 negligence: if Escrow*,Agent'Fnterpleads the'' ubject matter of the escrow, Escrow -Agent will pay the fir
306 deposit and will recover reasonable attorneys' fees and costs to be paid from the escrowed funds or.e
3o7 awarded as court costs in favor of the prevailing party. -All claims against Escrow Agent will be arbitrat+
308 consents to arbitrate.
309 16. PROFESSIONAL ADVICE; BROKER LIAOILiTY: Broker advises Buyer and Seller to verify all facts ai
310 important to them and to consult an appropriate professional for legal advice (for example, interpre
311 the effect of laws on the Property and transaction, status of title, foreign Investor reporting requirem
312 lying partially or totally seaward of the Coastal Construction Control Line, etc) and for tax, property co
313 other specialized advice. Buyer acknowledges that Broker does not reside In the Property and.thl
314 written. or otherwise) by Broker are based on Seller representations or public records. Buyer agree
315 professional inspectors and governmental agencies for'verification of the Property condition'
316 affect Property value. Buyer and Selier-re`spectively will pay all costs and expenses, including reasc
317 levels, incurred by Broker and Broker's officers, directors, agents and employees in connection•with
318 Seller's misstatement or faliure to perform contractual obligations. Buyer and Seller hold harmle
319 Brokers officers, directors, agents and enlployees from all liability for loss or damage based e
320 misstatement or failure to perform contractual obligations; (2) -Broker's perforirlance, at Buyer's and
321 task'beyond the scope of services regulated by Chapter 475, FS., as amended, Including Broker's re
322 retention of any vendor, (3) products or services provided by any vendor; and (4) expenses incurred
323 Seiler each assume 1`611 responsibility for selecting and compensating their respective vendors. This
324 Broker of statutory obligations. For purpose's of this paragraph, Broker will be treated as a party to th'
32s will survive closing.
326 17. BROKERS: The Ilcensee(s) and brokerages) named below are collectively referred to as 'Broke
3Z7 Agent:'Seiler•and Buyer direct closing agent to disburse at closing the full amount of the brokerage fi
32a brokerage -agreements with the parties and cooperative agreements between the brokers, except
329 retained such fees from the escrowed funds.! In the absence of such brokerage agreements, closing ag(
330 fees as Indicated below. This: paragraph will not be used to modify any MLS or other offer of compe
331 listing broker to cooperating brokers.
C332• Debra Sforza
333• Sep/n 'SalesAssoclateAlcenseNo. SL3050167
g Setting FhmVmkerage Fee: ($ Or Y orPurrhm
334- John H Burton Premiere Plus I
335" UsVngSalasAssoclatekkenseNa BK3027864 Listing frrmBrokeragefee: (Sor%Wurrhasef
336 ADDITIONALTERMS
337. T8. ADDITIONAL TERMS:
339' o
339- Buyer's o lbs o i-gat'ions under -this Contract are contingent upon t
340` Use Approvals described in the attached Exhibit A becoming f
341_ appealable withzn 360 days after the Effective Date (the "Con
342• _ to Buyer's Obligations") If the condi i o . Precedent to BMye
343• does not occur within 360 days after the Effective Dates Buye
344• Contract, obtain .a full refund of his deposit and be relieved
3.15 --obligations under this Contract by providing notice to Seller
346•_ election to cancel within ten (I0) days after expiration of t
347'
348'
349' --
350-
351'
352'
353•
354•
355'
356'
357'
' Brry (_ and Seller (_ j ( • l acknowledge receipt of a co of this page, which is Pa
9 P copy p 9
VA.9.' "v. 4107 x2007 E(orrda Association of REk,706m. All Rights Reserved
Seiiattr:'035337A6M39•6388370 Packet Page -316- _
6/24/2014 14.B.1.
id other items in escrow
iw and the terms of this
jy.person for misdelivery
3f this Contract or gross
I fees and costs from the
;valent and charged and
so long as Escrow Agent
I reptesentations that are
ig contracts, determining
its, the effect of property
iition, environmental and
all representations (oral,
to rely solely on Seller,
,id facts -that materially
able attorneys' fees at all
rarising from Buyer's or
and release Broker and
(1) Buyer's or Seller's
r SelleCs request, of any
�rral, recommendation or
y any vendor, Buyer and
aragraph will not relieve
Contract. This paragraph
Instruction to Closing
as specified in separate
the extent Broker has
will disburse brokerage
ition made by Seller or
Price
6 of 7 Pages.
forDd Sb"IIPi11iC7iy
6/24/2014 14.B.1.
359' 1
360'
361' !
362' +
363'
36.4 l
365'
366'
367' '
368' f
369'
370'
371'
a
372• !
373'
374' '
375'
376 This is intended to be a legally binding contract. If not full understood seek the advice o
Y f an Ittomey prior to signing.
377 OFFER AND ACCEPTANCE
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
360• copy delivered to Buyer no later than ❑ a.m. ❑ p.m. an I this offer will be
381 revoked and Buyer's deposit refunded subject to clearance of funds. �J
302 , COUNTEROFFER/ REJECTION
363• ❑ Seiler counters Buyer's offer (to accept the counteroffer, Buyer must sign or initial the counter offered terms and deliver a
304 copy of the accepfance to Seller. Unless otherwise stated, the time for acceptance of any countero ers shall be 2 days from
3es tlie•date'fhe counter is delivered. ❑ Seller reje�Bu
336' Date: / /f Buyer:
387' Print name:
39a' Date: Buyer.:
309 Phoney Print name:
390- •Faz: Address: _
39i- E -Mail -
392, Date: Seiler:
393• - Print name:
994- Date: Setter :
395' Phone: Print name:
396' Fax: Address:
397• E-mail:
398' !Effective Date: (The date on which the last party signed or initialed and delivered the final offer or counteroffer,
399 Buye (_� and Seller (_� ( 1 acknowledge receipt of a copy of this page, which is Page 7 of 7 Pages.
The o Association of Rfiuroas and lop! Board/Assn iation of REauo� make no representation as to the regal validity cu adequacy of any vision of this form to any specific
ira • d Thh standardked form should not be used In wmplez transactions orwith extensive riders or additions. This form Is available for use by Uie entire real estate lndusUy and is
not intended to Identify the user as a Ruuoa . Rtutoe it a reglitered collective membership mark that may be used Doty by real estate licensees who am members o! the National
Association of RrxToas andwho sub_lbe to its Code of Elhlcs
fiecopyrightlawsortheUnitedSiales(17uS Code)forbidtheunau[horhedreproductionofblankforms byarrymeans Including faaimiteorcamput edtorms
VAC -4 Rev.4/07 O 2007 Florida Association of RfnrroarlNl Rights Reserved
sena!#:075337-0oa139-M8637o Packet Page -317-
6/24/2014 14. B.1.
Exhibit A
Local Land Use Approvals
Maximum Allowable Building Height, Density and Intensity, and Allowable Uses:
Building Height: not to exceed 112 feet zoned height
Uses:
Permitted Uses and Maximum Allowable Density and Intensity:
1) Up to .60 Floor Area Ratio (FAR) for senior housing (162,000 square feet) and up to 26
units per acre of hotel rooms (162 rooms) with all Permitted C-4 uses, including personal
services, retail, restaurant and office, to the maximum extent that can be supported by the
required parking and other limiting site design elements.
Or,
2) Up to 74 residential dwelling units and either senior housing at an FAR of .60 based on
entire site acreage (6.2 acres), or Hotel at 26 Units per acre based on entire site acreage,
plus all Permitted C-4 uses, including personal services, retail, restaurant and office, to
the Maximum extent that can be supported by required parking and other limiting site
design elements.
11664-0001 #15
Packet Page -318-
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