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Agenda 07/28/2009 Item #14BAgenda Item No. 14B July 28, 2009 Page 1 of 17 EXECUTIVE SUMMARY Recommendation for the Community Redevelopment Agency (CRA) to approve the purchase of an assemblage of six (6) commercial 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 Executive Director to make payment in the amount of $6,386,000 plus cost and expenses to complete the sale of subject property; and approve all necessary budget amendments. Site address: 5.358 acres within the Gateway mini - triangle (Fiscal Impact $6,.386,000). OBJECTIVE: Recommendation for the Community Redevelopment Agency (CRA) to approve the purchase of an assemblage of six (6) commercial 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 Executive Director to make payment in the amount of $6,386,000 plus cost and expenses to complete the sale of subject property. BACKGROUND: On April 28, 2009 upon review of all appraisals and supporting backup documentation the CRA Board approved a contract for the purchase of an assemblage of seven (7) commercial properties located in the center of the Gateway mini - triangle comprising approximately 6.29 acres and authorized the CRA Chairman to execute the purchase contract and coordinate with the appropriate entities to secure financing to complete the sale. On June 23, 2009 the Executive Director recommended the CRA Board terminate the aforementioned purchase contract because the 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 of the due diligence period. In addition, during the due diligence phase, one of the seven sites was found to have contamination issues. Termination of the existing contract and entering into two separate contracts was agreed to be the most effective way to address all the issues at hand. As a result, the Executive Director was authorized to negotiate two new contracts and secure and facilitate the purchase of the properties and return to the CRA Board for approval. CONSIDERATIONS: The acquisition by the CRA of the six (6) targeted parcels (5.358 acres) (Exhibit A) within the 14 acre mini - triangle would provide the opportunity to be an integral part of any future assemblage of the remaining land and potentially leverage public - private partnerships with adjacent land owners. If the CRA owns and controls this key center site of the land area, then the CRA has great influence over what is built there (density and intensity), what the resulting uses are and the ultimate design. Due to the current economic state of affairs, there is great potential for centrally located parcels to be sold to separate owners for individual business use. If any of them are sold, then the likelihood a comprehensive assembly and redevelopment of the entire 14 acre site would be marginalized and the mini - triangle's uses would remain as is indefinitely. Redevelopment of the entire mini - triangle will achieve many of the objectives stated in the CRA Redevelopment Plan, and significantly increase the tax base. An added bonus to the acquisition of the parcels is that the existing structures currently bring in ,,.., approximately $445,000/yr in lease revenues to partially service the principal of the CRA debt. Agenda Item No. 14B July 28, 2009 Page 2 of 17 FISCAL IMPACT: The CRA Executive Director has coordinated with the appropriate entities to secure and structure $13,500,000 Term Loan to complete the sale of subject property in the amount of $6,386,000 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 parcel that is 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 guarantee that all parcels will be closed. With that said, the Purchase Contract and Addendum have been approved by the County Attorney's Office for legal sufficiency. 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 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. The 6.29 acres site is within the 14 acre mini - triangle site 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... ". 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 of the Board; 3. Accept the Warranty Deed once approved by the County Attorney's Office; 4. Direct CRA Executive 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 by the County Attorney's Office) in the Public Records of Collier County, Florida; 5. Authorize the CRA Executive Director to make payment in the amount of $6,386,000 plus cost and expenses to complete the sale of subject property from CRA Trust Fund 187 and approve all necessary budget amendments. Prepared by: Jean Jourdan, on July 10, 2009 Project Manager, Bayshore Gateway Triangle CRA 2 Page 1 of 1 Agenda Item No. 14B July 28, 2009 Page 3 of 17 COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS Item Number: 14B Item Summary: Recommendation for the Community Redevelopment Agency (CRA) to approve the purchase of an assemblage of six (6) commercial 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 Executive Director to make payment in the amount of $6,386,000 plus cost and expenses to complete the sale of subject property; and approve all necessary budget amendments. Site address: 5.358 acres within the Gateway mini - triangle (Fiscal Impact $6,386,000). (Jean Jourdan, Project Manager CRA) Meeting Date: 7128/2009 9:00:00 AM Approved By Jean Jourdan Project Manager Date Community Redevelopment Bays hore-Gateway Redevelopment 7/1712009 9:34 AM Agency Approved By David Jackson Executive Director Date Community Redevelopment Bays hore-Gateway Redevelopment 7/17/2009 10:31 AM Agency Approved By Jennifer A. Belpedio Assistant County Attorney Date County Attorney County Attorney Office 7/17/2009 2:34 PM Approved By Jeff Klatzkow County Attorney Date County Attorney County Attorney Office 7/17/2009 5:00 PM Approved By OMB Coordinator OMB Coordinator Date County Manager's Office Office of Management & Budget 7/2012009 8:21 AM Approved By Mark Isackson Budget Analyst Date County Manager's Office Office of Management & Budget 7120/2009 4:53 PM Approved By Leo E. Ochs, Jr. Deputy County Manager Date Board of County County Manager's Office 7/2012009 5:09 PM Commissioners file: / /C: \AgendaTest\ Export\ 133- July %2028, %202009\ 14. %20A1 RPORT %20AUTHORIT... 7/22/2009 V M.- If.tUvz at T pow, oj- 31 tti 4V gz- 4F ELI at T pow, oj- 31 tti 4V gz- 4F Agenda Item No. July ?,7 Page -57 1" J. PURCHASE AND SALE: r agrees to buy and 14B .009 r apneas to sew the propsran dear bed ss: Street Address: 1936 Davis Boulevard, 1686 Tamieuni Trail Eeret, 193 Tamrami Trail East. 1661Tamiami Trail Eat, 2054 Devil Brnrleverd, 2000 Clovis SmAmrd 4• 5" Leo Description: SEE EXHiBIT'K y r and the fawowft Personal Property: $6 V (all ooWecft* refermed to as the 'PropsrtO on the terms and omxNb rms set forth below. The . Date" of tltls Conbect in 10' the date on which the last of the Part yes signs the Iabst filar. Time a of the essence In 1 CC Ti of 5 11" days or hm will be cc pA*d without indud ng Saturday, Sunday. or nawond � hosdays and endft on 12" a Saturday. Sunday or nalionsl WMW holiday wil be extended urmbl 5:00 p.m. of the nerd businim day. 13' Z PURCHASE PWCE: S 6 0, 14• (a) Deposd hold in escrow by 1jr (b) A"tiond deposit to be made within days from Ef ctive Data i WA 166 (c) Tots) fnatgspes (ere relersnoed in Paragnuph 3) 6 NIA tr (d) ottmmslr: s I (e) Baianoe b dose. subjsct to e*w nenba and proraifons, to be made with cash, looaNy drawn iB .00 i r oarbiflsd or csshier"s loch or wire trarxfsr. 20.3. THIRD PARTY F1 uWWN0: Within _ days horn Ef k*m Dabs CAPPI0060n Psi. Bmyrar wall, at 21" Buyer's expense, apply for third PMY flruvn6 in the amount of or _.. % of the 22' purchase pnos to be amortised ow a period of _ yam and due in with as than ns capmart io d WKIN a �% from initial r� not wllh — % par year or variable Interest rate not to exceed_._ _ 96 at oripkxadart OWnionsi banns as foifows: 24• (All ConlingancNs proAded for In Addendmrn aftachad henato and ms" part of this contrast) 25' Bmhlar wiN Par for the rnarioapes title insurarx a poke and for atI loan e>cpsnsea. Buyer wWl timely Wovicle any and aW credit, 26" emplcynnwd, flnencial and other infornntion reasonably WP*W by any lande .. Buyar will no* Sew immedialsly upon obtsinkV 27* finarmckv or be ft miec iod by a lender. if Buyer, altar dwigent short, fowl to obtain a written comnib nent within days from 28" Ettschs Date rFh surfing Perbd ), Buyer may carmoei the C ntrsd by fiM% prompt notice to Sailer and Buyer's deposits) wW be 29' returned to Buyer in acoordartoe with Paragraph 9. 30' Buyer (_) {�) and Ssllsr y'l f admomed" receipt of a copy of 0" baps, ~ is paps / of 5 Pao". CO-2 O 1997 FbMs A=DCWW or RMTORSm Ar rtgrds I1W- Md Agenda Item No. 14B July 28, 2009 Pa q� 6 of 17 sr 4. TITLE Seiler has the legal capacity to and will convey marketable title to the Property by U statutory warranty gees 3. Jother Gwaral WMUMIX Dwd ,free of liens, easements and encumbrances of record or known to Sailer w but subject to property taxes for the year of dosing, covenants, restrictions and public utility eseements of record, and (list any s4• other matters to which title wig be subject) taM jtleulekin j#M2W !aft and made Dart d thh rt ,acct ac provided there exists at dosing no violation of the foregdng and none of them prevents Buyeft Intended use of the roperty as 3r (a) Evidence of Tins: Seller M. at (check one) �J $eller's Id Buyer's expense and within 15 days 0 from Effective tote air 0 prior to Closing Date O from date Buyer meets or waives financing contingency in Paragraph 3, deliver to Buyer (check one) 4a O 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 Lytle subject orgy 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 46 acceptable to Buyer from the policy effective date and certified to Buyer or Buyer's dosing agent together with copies of all 4e documents recited in the prior policy and in the update. 47 (b) Tide Examination: Buyer will, within 15 days from receipt of the evidence of title deliver written notice to Saber of title 4e defects. Title will be deemed acceptable to Buyer d (1) Buyer fails to deWw proper notice of defects or (2) Buyer delivers proper 4w written notice and Seller cures the defects within _ 0 days from receipt of the notice ( "Curative Period'). if the defects are so cured within the Curetive Period, dosing will occur within 10 days from receipt by Buyer of notice of suet curing. Sailer may st elect not to cure defects if Seller reasonably believes any defect cannot be cured within the Curdw Period, If the defects are W not cured within the CrratMe Period, Buyer will have 10 days from receipt of notice of Sellars inability to cure the defeats to ,o elect whether to terminate this Contract or accept title subject to existing detects 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. ee (c) Survey: (check applicable provisions below) 5r W Seller will, within 10 days from Effective Date, oleliver to Buyer copies transaction: prior survey. P� , and ba engineering documents, If any, and the following documents relevant to this transaction: r gmMOM111d NEON prepared for Seller or In Sellons ao possession, which show all currenty existing structures. 51* 0 Buyer will, at O Seller's Buyers expense and within the time period allowed to deliver and examine title evidence, e2 obtain a current certified survey survey y of the Property from a registered surveyor. If the svey reveals encroachments on the ex Property or that the improvements encroach on the lands of another, 0 Buyer will accept the Property with existing 64• encroachments 0 such encroachment$ will constitute a title defect to be cured within the Curative Period. E6 (d) Ingress and Egress: Seller warrants that the Property presently has ingress and egress. ea (9) Possession: Seller will deliver possession and keys for all locks and alarms to Buyer at closing. fir S. CLOSING DATE AND PROCEDURE: This transaction will be closed in Collier County, Florida on our or before the Ste, _?M_ or within days from Effective Date ( "Cising Date'), Mess otherwise extended sw herein. d Seller Wtlltrye► will desrgrtate the closing agent. Buyer and SeW will, within 4_ days from Effective Dale, deliver to ro Escrow Agent signed instructions which provide for closing procedure. If an institutional lender is providing purchase funds, lender 7,1 rsquirernertts as to place time of day, and dosing procedures will control over any contrary provisions in this Contract. /LL rz (aj Costs: Buyer teorss and recd es and financing statements and recording fees for the deed 73 Seller will pay4n to are title defects. If Seiler is obligated to disclrargS 14 any at or prior to dosing mxmm may use purchase proceeds to satisfy the encumbrances. i 75 (d) Doexwnents: Seller wilt provide the deed, bill of sale, mechanic's Bert offtdevit, assignments of leases, updated rent roil, 76 tenant and lender estoppel letters, assignrents of permits and licrtses, crorrectwe Instrurnents and letters notifying tenants Of n the ettange in ownership/rental agent. If any tenant refuses to execute an estoppel letter, Seiler will certify that infomIallm 78 regarding the tenarrt's lease is correct. if Saber is a corporation, Salter will deliver a resolution of its Board of Directors 79 authorizing the sale and delivery of the deed and certification by the oorporate Secretary OW"ng the resolution and setting *044 so facts showing the conveyance conforms with the requirements of kxel few. Seller will transfer security deposits to Buyer. 64, et will provide the closing statement, mortgages and notes, security agreernertts and firwicing statements. ar Buyer (�_._) (_. __) and Seller (/i/��t ) acknowledge receipt of a copy of this page, which is page 2 of 5 Pte. Agenda Item No. 146 July 28, 2009 Page 7 of 17 sa' (c) Taxss, Assessnwft wW Pr¢>I7tborifx The tollvu&V items will be made current and praat<ed 0 as of Closing Date sr• Q as of W iffipl iOtiM in Alden hIM : reel estate taxes, bond and assessment preiyr w is assurned by Buyer, interest, as• rents, association dues, insurance prerniums acceptable to Buyer, operational spenses and as If the wxxutt of taxes and assessments for the crrertt year mw be ascertained, rates for the previc uis year Will be used with die E7 alowerice being made for Improvements and exerrrptions. Seller Is aware of the foibMV assessments affecting or potentially air affecting the Property: a9 Buyer will be responsible for all assessments of any kind which become due and owing on or after Effective Date, unless the M improvement is substantially completed as of Closing Date, in which case Salter will be obligated to pay the entire assessment. 91 (d) PIRPTA Tate WithhWing: The Foreign Investment In Real Property Act (ORAPTAI requitias B yep to withhold at dosing a 92 portion of the purchase proceeds for remission to the internal Revenue Service ( "I.R.$.`1 If Seller is a "foreign person" as defined W by the Internal Revenue Code. The parties agree to comply with the provisiom of HAPTA and to provide, at or prior to elosIng, e4 appropriate documentation to establish any applicable exemption from the withholding requirement. N withholding is required 96 and Buyer does not have cash sufficient at closing to most the withhokfiry requirement, Seller will provide the necessary funds re and Buyer will provide proof to Seller that such funds were properly remitted to the I.R.S. ar 6. ESCROW. Buyer and Seiler authorize S*wwt TWO Comyanv Ma Midwest Title Cora Pony ar Telephone: (239) 2112 -2164 Facsimile: (239) 262 -7904_ Address: 3M N. Ifilivillad In Ste. A. ftgft, Fl 34103 w. to act as "Escrow AgeW tar to receive funds and other items and. subject to clearance, disburse them in accordance with the terms of this Contract. Escrow for Agent will deposit all funds received in W a non - interest bearing escrow account D an interest bearing escrow account with for interest accruing to with interest disbursed (check one) U at closing for O at intervals. If Escrow Agent receives conflicting demands or has a good faith doubt as to Escrow 104 Agent's duties or liabilities under this Contract, he/she may (a) hold the subject matter of the escrow until the parties mutually 105 agree to its disbursement or until issuance of a court order or decision of arbitrator determining the parties' rights regarding the 108 escrow or (b) deposit the subject matter of the escrow with the clerk of the circuit court having jurisdiction over the dispute. upon 1o7 no*ng the parties of such action. Escrow Agent will be released from all liability except for the duty to account for items 108 previously delivered out of escrow. If a licensed real estate broker, Escrow Agent will comply with applicable provisions of Chapter 1a9 475, Florida Statutes, in any suit or arbitration in which Escrow Agent is made a party because of actfng as agent hereunder or 110 ktterpleads the subject matter of the escrow, Escrow Agent will recover reasonable attomays' fees and costs at all levels, with I I I such fees and costs to be paid from the escrowed funds or equivalent and charged and awarded as court or other costs in favor 112 of the prevailing party. The parties agree that Escrow Agent will not be liable to any person for misdelivery to Buyer or Seller of 113 escrowed items, unless the misdaNvery is due to Escrow Agent's willful breach of this Contrarct or gross negligence. 114 116 tta 117 ilr iir 120 121 122 123 120 125 126 127 128 129 130 131 132 133 134 135 136 137 136 130 T. PROPERN CONDITION: Seller will deliver the Property to Buyer at the time agreed in its present was is" condition, ordinary weer and tear excepted, and will maintain the landscaping and grounds in a comparable condition. Seller makes no warranties other than marketability of title. By accepting the Property 'as Is.' Buyer waives all claims against Seiler for any defects in the property. (Check (a) or (b)) 0 (a) As is: Buyer has inspected the Property or waives any right to inspect and accepts the Property in its 'as is' condition. ia (b) Due DlNpenoe Period: Buyer w9, at Btyerla expense and within 50 days from Ef ative Date ( "Due Diligence Period'), determine whether the Property a aunt", in Buyer's sole and absokft disc moon, for Buyer's intended use and development of the Property as specified In Paragraph 4. During the Due Diligence Period, Buyer may conduct any tests, analyses, stxvreys and investigations (I Inspec:iionsl which Buyer deems rwwsary to deWminne to Buyeft satisfaction the Property's ergineerirng, arctitecttrel, environmental properties; zoning and zoning restrictions; flood zone desigrebon and restrictions; subdivision regulations, soil and grade; eveilebilty of acdaess to public roads, water, and other utlbm consistency with local, state and regional growth management and cornprreherlsive Land use plans: availabillity of permits, governrrnent approvals snd licenses. corrnpiwfce nigh American with Disabilities Act; absence of asbestos, son and ground water costa 1nation; and other inspections that Buyer deernrs appropriate to determine the suitability of the Property for iBtWw% intended use and developrrtent. Byer shalt deliver written notica to Selller prier to the expiration of the Due Diligence Period of Buyer's determination of whether or not the Property is acceptable. Buyers faill re to comply with this notice requirement shag constitute acceptance of the Property in its present "as to condition. Baiter grants to Buyer, its agents, contractors and assigns, the right to enter the Property at any time durkV the Due Diligence Period for the purpose of conducting Inspections; provided, however, that Buyer, its agents, oontrootors and assigns enter the Property and conduct Inspections at their own risk. Buyer shell indemnNy and hold Seleer harml eas from losses, damages, costs, claim and expenses of any netwe, wxdl.lding attorneys' fees at all Wvels, and from tiablity to any person, arising from the conduct of 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 being filed against the Property without Seller's prior written consent, In the event this transaction hoes not close, (1) Buyer shalt repair all damages to the Property resulting from the Inspections and return the Property to the condition it was in prior to conduct d the Inspections, and 0 Buyer shall, at Buyer's expense. rebaee to Seller al reports and other work generated as a result of the Inspections. RuAd Buyer delver bnmely notice that the Property is not acceptable, Seller agrees that Buyer's deposit shall be Immediately returned to Buyer and the Contract terminated. 14W Buyer (__a r~,.,_j and Seller acknowledge receipt of a copy of this page, which is page 3 of 5 Pages, Agenda Item No. 14B July 28, 2009 Page 8 of 17 141 (c) Walk- thMKgh Inspection: Buyer may, on the day prior to closing or any other time mutu* agreeable to the parties, 142 conduct a final " walk - through" inspection of the Property to determine corr>pliance with this paragraph and to ensure that all 143 Property is on the premises. 1a (d) Disclos tum.- 145 1. Radon Gas: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient 148 quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state 147 guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained 148 from your county pubic 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. tst B. OPERATION OF PROPERTY DURING CONTRACT PERIOD: Salver will continue to operate the Property and arty busir*w 152 conducted on the Property in the manner operated prior to Contract and will take no action that would adversely impact the 153 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 0 only with Buyer's consent ❑ without Buyer's consent. ,ss 9. RETURN OF DEPOSIT: Unless otherwise specified in the Contract, in the event any condition of this Contract is not met and Ise Buyer has they given any regained notice regarding the condition having not been met, Buyer's deposit will be returned in 157 accordance with applicable Florida laws and regulations. 158 150 180 181 182 103 164 186 188 10. DEFAULT. (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 marketable after diligent ef fort, Buyer may either (1) receive a refund of Buyer's deposdf s) or (2) seek specific performance. If Buyer elects a deposit refund, Seller will be liable to Broker for the full amount of the brokerage fee. (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(ap 1 paid or agreed to be paid by Buyer as agreed upon liquidated damages, consideration for the execution of this Contract, ,in full settlement of any claims, upon which this Contract will terminate or (2) seek specific performance, lt Seller retains the deposit, Seller will pay the Listing and Cooperating Brokers named in Paragraph 12 fifty percent of all forfeited deposits retairM41 by Seller (to be split equally among the Brokers) up to the full amount of the brokerage fee. ter 11. ATTORNEY'S FEES AND COSTS: In any claim or controversy arising out of or relating to this Contract, the prevailing paM im which for purposes of this provision will include Buyer, Seller and Broker will be awarded reasonable attorneys' fees, costs and lee expenses. 170 12. BROKERS: Neither Buyer nor Seller has utilized the services of, or for any other reason owes compensation to, a licensed j 171 reed estate Broker other then: 17r (a) Listing Broker. Downim F Inc. Michael K. Corradi , ,78' who Is `a an agent of 12ft Lj a transaction broker U a nonrepresentatMi 174- and who will be compensated by m Seller a Buyer U both parties pursuant to U a listing agreement a other (specify) 175• 176' nr 178' (b) Gooparetling Broker- bL/A — - 177 who is U an agent of ra a transaction broker iJ a non isr and who will be compensated by o Buyer D Seiler is both parties putt to a an MLS or other offer of compensation to a 181 - cooperating broker U other (specify) 194' 185 (collectively referred to as "Broker's in connection with any act relating to the Property, including but riot limited to inquiries. lee Introductions, consultations and negotiations resulting in this transaction. Seller and Buyer agree to indemnity and hold Broker ,e7 harmless from and against losses, damages, casts and expenses of any kind, hooding mesoriable attorneys' tees at all levels, and 1as from liability to any person, arising from (1) compensation claimed which is inconsistent with the r>,epMeentation in this Paragraph. 0 lea enforcement action to oollect a brokerage fee pursuarn to Paragraph 10, (3) any duty acoapted by Broker at the request of Byer or 190 Seller, which duty is beyond the scope of services regulated by Chapter 475. FS., as amended, or (4) moonmmendations of or 191 provided and expenses incurred by arty third party whom Broker refers, recomrnerids or retains for or on behalf of Buyer or Sellier. ,sx 13. ASSIGNABRMY, PERSONS BOUND: This Contract may be assigned to a related entity, and otherwise J is not assignit" iw O is assignable. The terms 'Buyer,` 'Seller" and 'Broker" may be singular or plural. This Contract is binding upon Buyer, Selk 1pe and their heirs, personal representatives, successors and assigns (0 assignment is permitted). to Buyer L.J " and Seiler A.(__j acknowledge receipt of a Copy of this page, which is page 4 of 5 Pages. Agenda Item No. 14B July 28, 2009 Page 9 of 17 1as 14. OPTIONAL, CLAUSES: (Check 0 any of the following clauses are applicable and are attached as an addendum to this Corttra*- ter 0 Arbitration D Seller Warranty 0 Existing Mortgage tae• O Section 1 031 Exchange U Coastal Construction Control Line D Other Addendum tea• ❑ Property Inspection and Repair Q Flood Area Hazard Zone O Other Exhibit aoo• is Saw Representations U Seller Financing a Other &onature Pace sat 15. WSCELLANEOUS. The terms of this Contract constitute the entire agreement between Buyilr and Seller. Modifications of zw this Contract will not be Minding unless In writing, signed and delivered by the party to be bound. Signatures, initials, documents; acs referenced in this Contract, counterparts and written mociftetions communicated electronically or on paper will be acceptable for wit all purposes, induding delivery. and will be binding. Handwritten or typewritten terns inserted in or attached to this Contract pry a 206 over preprinted terms. If any provision of this Contract is or becomes invalid or unerdorreabli , all remaining provisions will contirtur ms to be fully effective. This Contract will be construed under Florida law and wUl not be recorded in any public records. Delivery of an 2w written notice to any party's agent will be deemed delivery to that party . N-=&jk • r �• • - r_- ••r • ► • • :• - • - • �. -: • - •. r r• r c� • �_ -• • • -• - 21ir DEPOSIT RECFUPT: Deposit of $ 0.00 by O check 0other 21tr 1 by Slgneture of Escrow Agent /1 221 OFFER: Buyer offers to purchase the Property on the above terms and conditions. Unie9s aoceptance is signed by Seller and a 2Zr signed copy delivered to Buyer or Buyer's agent no later than 5:00 ❑a.m.14 p.m. on July 26th 2009 223 Buyer may revolve this offer and receive a refund of all deposits. 2w Date: 7r2W9 BUYER: Tax ID •III TM: JIM Chairman Telephone: Facsimmilee:. Address: 22r Date: BUYER: Tax ID IN Title: Telephone: Address: _ -- 230 ACCEPTANCE: Seller accepts Buyers offer and agrees to sell the Property on the above terms and conditions (0 subject: to ft 231 attached counter offer). 232 Date SELLER• �� Tax ID No 236• Date: 238• z;r• SELLER: Tax ID No: Title: Telephone: Address: 238• Buyer (_,_,_y C--j and Seller ( __j acknowledge reoeipt of a copy of this page, which is page 5 of 5 Pages. The Huila AmooM n of f;&Tm malree no rwaserWim es to the kql vafidty or adequal'y of wy provision ot t ie form in any or -S c traneacl". This sterrdWEtted form ahoukf not be used in arrrplelr varnectum or with extensive riders or a dditiom This Corm le a WW* for use by the entire real estate hJuetry and Is not intended tD darMy »re user as • Rsw. w. Ftftna is a rsplrtered coaectivs m xnbw* 1p rrWR w hill may be used c* by rem estate lowaees who err+ members of the NAIXX ALL A�pATIM OF fWAUORS and who s AmCdbe to Its fbde of Ettux. The Mrwa of the Urdw States (17 U.S. Oodei forbid the unsuthork ed rapmdur,°hW Of fhb form bA "rZ a8 o rm ar, �+Pm (mire. ��egal sufficiency cc-a ®1s»> Florida Aisodatlon m R�xTar+� � �� Df�C'L`a my Attorrn y �. �GN tj �V-F- Agenda Item No. 14B July 28, 2009 Page 10 of 17 EXHIBIT "A" Property ID #77510240008, having a physical address of 1936 Davis Boulevard Lots 5 through 11, inclusive, of Triangle Lake, according to the map or plat thereof recorded in Plat Book 4, Page 38, of the Public Records of Collier County, Florida, Less and excepting therefrom that portion thereof previously conveyed to the State of Road Department of the State of Florida by deed of conveyance recorded in Deed Book 16, Pages 163 and 164, of the Public Records of Collier County, Florida. Less the following described parcel: Those portions of Lots 5 and 6, Triangle Lake, a subdivision in Section 11, Township 50 South, Range 25 East, as per plat thereof recorded in Plat Book 4, Page 38, Public Records of Collier County Florida, being described as follows: Commence at the northwest comer of said Lot 6; thence along the west line and southerly extension of said Lot 6, south 00 degrees 33146" East, 245.26 feet to the northerly existing right of way line of State Road 90 (US 41) (per Section 03010 -2116) for a Point of Beginning; thence along said southerly extension and west line North 00 degrees 33146" West, 24.82 feet to the beginning of a curve concave southwesterly; thence along the arc of said curve the right, having a radius of 11,529.16 feet, a central angle of 00 degrees 47' 18.3 ", an arc of 158.65 feet, the chord for which bears South 53 degrees 53'54" East to the cast line of said Lot 5 and the end of said CUrVC; thence along said east line and southerly extension South 37 degrees 59'11 " West 20.01 feet to said northerly existing right of way line and the beginning of a curve concave southwesterly; thence along said northerly existing right of way line, the arc of said curve to the left, having a radius of 11,509.16 feet, a central angle of 00 degree 42'45.9 ", an arc length of 143.17 feet, the chord for which bears North 53 degree 51'48 ": West to the end of said curve and the Point of beginning. ` Folio ID #00388480009, having a physical address of 1%5 Tamiami Trail East and Folio ID #775102000¢, havM" a physical address of 1933 Tamiami Trail East Parcel 0 A lot or parcel of land in the East half of the Northwest quarter of the Northwest quarter, lying North of Tamiami Trail, of Section 11, Township 50 South of Range 25 East, Collier County, Florida, being specifically described as follows: From the point of intersection of the west boundary line of the East half of the Northwest quarter of the Northwest quarter, lying North of the Tamiami Trail (formerly know as Dixie Highway), of Section 11, Township 50 South, Range 25 East, Collier County, Florida, with the i Northeasterly right of way line of the said Tamiami Trail run in a Southeasterly direction for i 298.29 feet along the said Northeasterly right of way line, to establish the point of beginning, thence from the point of beginning deflect 90 degrees from Southeasterly to Northeasterly and �1 4 !� Agenda Item No. 14B July 28, 2009 Page 11 of 17 run 338.2 feet, thence deflect 113 degrees 30'10" from Northeasterly to Northwesterly and run 107.18 feet thence deflect 66 degrees 29'50" from Northwesterly to Southwesterly and run 295.46 feet to the said Northeasterly right of way line of said Tarniami Trail, thence in a Southeasterly direction run 98.29 feet along the said Northeasterly right of way Brie to the point of beginning. The above described property containing 0.71 acres, more of less. Parcel 2 And, Lot 4, Triangle Lake Subdivision as platted and recorded in the Public Records of Collier County Florida, in Plat Hook 4, Page 38. Parcels 1 and 2 Less: That portion of Lot 4, Triangle Lake, a subdivision, as per plat thereof recorded in Plat Hook 4, Page 38, Public Records of Collier County, Florida, and that portion of the northwest 1/4, all being in Section 11, Township 50 south, Range 25 East. Being described as follows: Corninence at the northwest corner of lot 6 of said Triangle Lake, thence along the west line and the southerly extension of said Lot 6, South 00 degrees 33'46" East, 307.41 feet to the survey base line of State Road 90 (US 41) and to the beginning of a curve concave southwesterly; thence along said survey base line, the are of said curve to the right, having a radius of 11,459.16 feet, a central angle of 00 degrees 31'43 ", an arc length of 105.72 feet, the cord of which bears South 53 degrees 46'16" Fast to the end of said curve, thence North 36 degrees 29'35" East, 50.00 feet to the intersection of the southerly extension of the west line of said Lot 4 and the northerly existing right of way line of said State Road 90 (US 41) (per Section 03010.2116) for a Point of beginning; thence along said southerly extension and said west line North 37 degrees 59'l 1" East, 20.01 feet to the beginning of a curve concave southwesterly; thence along the arc of said curve to the right, having a radius of 11,529.16 feet, a central angle of 00 degree 44'l 1.6", an arc length of 148.21 feet, the chord for which beers South 53 degrees 08' 09" East to the end of said curve; thence South 37 degrees 59'11" West, 20 feet to said northerly existing right of way line and the beginning of a curve concave southwesterly; thence along said northerly existing right of way line, the arc of said curve to the left, having a radius of 11,509.16 feet, a central angle of 00 degrees 44'16.2", an arc length of 148.21 feet, the chord for which bears North 53 degrees 08' 16" West to the end of said curve and the Point of beginning. Folio 1D #0038840007, Ruing a physical address of 1991 Tamiami Trail East A lot or parcel of land in the East half of the Northwest quarter of the Northwest quarter, lying North of the Tamiami Trial, of Section 11 in Township 50 South, Range 25 Fast, Collier County, Florida being specifically described as follow. From the point of intersection of the West boundary line of the East half of the Northwest quarter of the Northwest quarter, lying North of the Tamiami Trail (formerly known as Dixie Highway), of Section I1 in Township 50 South, Range 25 East, Collier County, Florida, with the Northeasterly right of way line of the said Tamiami Trail run in a Southeasterly direction for 396.58 feet along said Northeasterly right of way line, to establish the Point of Beginning; thence from the Point of Beginning deflect 90 degrees from the Southeasterly to the Northeasterly and 5 Agenda Item No. 14B July 28, 2009 Page 12 of 17 run 322.02 feet; thence deflect 43 degrees 39 minute 10 seconds, from the Northeasterly to the Northerly and run 57.48 feet; thence deflect 69 degrees 51 minutes 00 seconds from Northerly and run 63.91 feet; thence deflect 66 degrees 29 minutes 50 seconds form Northwesterly to Southwesterly and run 338.32 feet to the said Northeasterly right of way line of said Tamiami Trail; thence in a southeasterly direction run 98.29 feet along said Northeasterly right of way line the Point Beginning. The above described property contains .073 acres more or less. AND LESS AND EXCEPT That portion of the Northwest `/4 of section 11, Township 50 South, Range 25 East, Collier County, Florida, being described as follows: Commence at the northwest corner of Lot 6 of said Triangle Lake; thence along the west line and the southerly extension of said Lot 6, South 00 degrees 33'46" East 307.41 feet to the survey base of State Road 90 (US 41) and to the beginning of a curve concave southwesterly; thence along said survey base line, the arc of said curve to the right, having a radius of 11,459.16 feet, a central angle of 01 dcgrees 15'59.2 ", an arc length of 253.29 feet, the chord for which bears South 53 degrees 24'08" East to the end of said curve; thence North 37 degrees 13'52' East, 50.00 feet to the northerly existing right of way line of said State Road 90 (US 41) (per section 03010 -2116) for a Point of Beginning; thence North 37 degrees 59' 11" East 20.00 feet to the beginning of a curve concave southwesterly; thence along the arc of said curve to the right, having a radius of 11,529.16 feet, a central angle of 00 degrees 29'17.31,1, an arc length of 98.22 feet, the chord for which bears south 52 degrees 31' 25" East to the end of said curve; thence south 37 degrees 59'11" West, 20.00 feet to said Northerly existing right of way line and the beginning of the curve concave southwesterly; said northerly existing right of way line, the arc of said curve to the left, having a radius of 11,509.16 feet, a central angle of 00 degree 29 '20.3 ", an arc length of 98.22 feet, the cord which bears north 52 degrees 31'28" west to the end of said curve and the point of beginning. Containing 1,964 square feet. Folio ID #77510280000 having a physical address of 2000 Davis Boulevard and Folio #77510320009, having a physical address of 2054 Davis Boulevard. Lots 12, 13, 14, and 15, Triangle Lake Subdivision, as platted and recorded in Plat Book 4, Page 38, Public Records of Collier County, Florida. lw 6 Agenda Item No, 14B July 28, 2009 Page 13 of 17 ADDENDUM TO SALES COMMERCIAL CONTRACT By and betwam The Coflier county Comawmly Redwdopmant Agency ("euy&) and carts► Coopa Suea, Inc,, a Florida Corporation ad CME Ott LLC., a Florida t..imitad Liability Company Cwvlkr"). Pbskal ad*eu.. 1936 Davis BmkvwA 1 %3 Tomasl Trail Farr, 1933 Taoiand Teat) EaK, 1991 Tauiaati Trail Anal, 2051 Davis Baukwvd and 2000 Davis Boukoard 6s&IRJ *Ww duatbed a do EXMIT A "an=W hemso avid grade a paer of rlNs ea ftd The Seiler 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, heated 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. The Buyer has performed and is in receipt of an environmental Phase 11 " which is currently under review. If environmental contamination is found that is not acceptable to the Buyer the Seller shall make the corrective measures required by law or the Buyer may cancel this Amt. Seller shall not be obligated to make any corrections. The Seller shall provide to the Buyer assignment of leases, updated rent roll, tenant and lender estoppel letters, assignanents of permits and licenses, corrective instruments and letters notifying tenants of the change in ownership /rental agent and transfer all security deposits and any 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 coned 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 Seller 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. ,*x4- Agenda Item No. 14B July 28, 2049 Page 14 of 17 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 81 2068 Davis Boulevard further described as Lots 16, 17, and 18, Triangle Lake, as per map or plat thereof recorded in Plat Book 4, Page 38 of Collier County Florida. In the event the title does not conform to the requirements of this contract Seller may elect to cancel this contract or correct such matters. The Buyer shall pay for all documentary stamps "Transfer Tax" on the decd. The Buyer shall assume payment for any 2009 tax proration due st 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, Hiles 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 before September 16, 2009, whereupon the parties hereto shall be relieved of any obligations or liabilities hereunder. 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. The Buyer will deposit a non - refundable sum of 550,000 by 5:00 p.m., August 10, 2009 to be held in escrow and dispersed Pursuant to the terms of this contract with a closing agent designated by the Buyer. If the Buyer enters the Property and makes any excavation�t the Property shall restore the Property to its origrnal state, and shall pro on behalf of against the filing of any constructions liens, for id tkhe perform trehsrrnless and the Buyer. The Buyer further agrees to indemnify Seller from any loss it may suffer as the result of these inspection � 2 activities (provided that none of said loss is due to the intentional acts or negligence of Seller). Buyer shall pay for all new surveys. Buyer acknowledges the receipt of the following surveys from the Seller: Dagostiono & Wood, Inc., survey dated 07/11/07, computer file 05 220- "7- 11-07; Dagostiono & Wood, Inc., survey dated 08/29/07, computer file 07129A; Dagostiono & Wood, Inc., survey dated 09127/05, computer file 05220 -2; Dagostiono & Wood, Inc survey dated 09/27/05, computer file 05220 -3 Buyer acknowledges receiving herewith copies of Steel Environmental Consulting, Inc., Report of Phase I Environmental Site Assessments for Ted's Shed & Closed Office, Report of Limited Phase II Environments Site Assessment for Chesser Laundromat, and Bob Taylor Chevrolet Collision Center. Buyer acknowledges receipt herewith copies of Owner's Policies, Leases, Assignments and Addendums. This transaction will be closed in Collier, County Florida, on or before September 16, 2009. In the event of a conflict between this addendum and the contract hereby amended the terms of this addendum shall prevail. a Item No. 14B July 28, 2009 Page 15 of 17 3 0 vl Agenda Item No. 14B July 28. 2009 Page 16 of 17 Witness pW for Conanareid Conbld Between The Collin County Carrara uty Roderdopment A90K7 f- 89Ya") and Can" Coops SNoet, Jac., a Florida Corporation ad CCBE Innaments, LLC., a Florida Limited Liabfty C mapoy ("Sella"). Pro/erty &ft a&%ur 1936 Lklm Bodnm,A 1965 Tantarwt Trail Earl 1933 Tmiaau Trad Fast., 1991 Tawiawt Trod EaK 2W larva Bowkw d and 2W Da. o Badn wd beftjbr w dewnbed is dk EXHB1T "A " auaelad lomto and wady a prat of 1W apr.ewent. IN WITNESS WHEREOF, the parties hereto have signed below. Dated Project/Acquisition Approved by BCC: AS TOPURCHASER: DATED: ATTEST: COLLIER COUNTY COMMUNITY DWIGHT E. BROCK, Clerk REDEVELOPMENT AGENCY , Deputy Clerk AS TO §ELLER* DATED: WITNESSES: atur ((Printed Name) -Z-.2'41 (S asure) CuA�KA (Printed Name) M JIM COLETTA, Chairman Corradi Cooper Street. Inc., a Florida Corporation BY: 104` (Printed Name) Its: G 7 lip enaa Item No. 14b July 28, 2009 Page 17 of 17 WMM Page Fx Cm0wcd Ca UM pat M The Collier Cowty CmMmity Roderolopment A;mwy (`RDW) and Carr cooper Sbvck Inc-, a Florida Corparodm wd CCAE Irrrmamarm. LIZ, a Florido Limited Liability CAmpeny (" sdkr")� Proptroy a* addrsra; 1936 Dwdr Bmkvand 1963 Tawk wi Tmd EaK 1933 Ta wmd ftil tau„ 1991 TaariaW Tmi/fs K 2OJ* DbW Bwkow dmrd2000 Darr &mk" id beit,jardwrdrrcribaei is dkr EAWB1T "A" aNadrrdhrmlo a ma* apat gfdds aip+rwarnr. p-nnim Name) Z �� (signature) 'De PP (Printed Name) Approved as to form and "all suff env �e� Jen B. White Assistant County Attorney CC&E Investments, LLC, a Florida Limited Liability Company J/ BY: (Printed Name) Its: Mie- dAF-1— K'• Coil /4IZ>1 &A16 IIeAf v e