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Agenda 07/28/2009 Item #14CAgenda Item No. 14C July 28, 2009 Page 1 of 15 EXECUTIVE SUMMARY Recommendation for the Community Redevelopment Agency (CRA) to approve the purchase of a commercial property as part of an assemblage of commercial properties located in the Gateway Triangle Redevelopment Area; authorize the CRA Chairman to execute the real estate contract and Addendum; approve payment from Fund (1.87) and authorize the Executive Director to make payment in the amount of $1,114,000 plus cost and expenses to complete the sale of subject property; and approve all necessary budget amendments. Site address: 0.935 acres within the Gateway mini - triangle (Fiscal Impact $1,114,000). OBJECTIVE: Recommendation for the Community Redevelopment Agency (CRA) to approve the purchase of a commercial property as part of an assemblage of commercial properties located in the Gateway Triangle Redevelopment Area; authorize the CRA Chairman to execute the real estate contract and Addendum; approve payment from Fund (18 7) and authorize the Executive Director to make payment in the amount of $1,114,000 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 contract because 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 means 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. The attached contract and addendum is for the purchase of the former gas station site located at 2068 Davis Boulevard. CONSIDERATIONS: The acquisition this site by the CPA is part of an assemblage of seven (7) targeted parcels (Exhibit A) within the 14 acre mini- triangle. This purchase provides 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. 1 Agenda Item No. 14C July 28, 2009 Page 2 of 15 As part of the original contract to purchase the Seller was required to remove gas tanks and pumps from the proposed purchase site (2068 Davis Boulevard) and provide a satisfactory Environmental Tank Closure Certificate. During the tank removal process some laboratory samples were found to have exceeded 62 -777, Florida Administrative Code (F.AC.), petroleum cleanup target levels. The revised purchase contract addresses the following issues pertaining to contamination: • The Seller shall provide the Buyer (CRA) a Florida Department of Environmental Protection (FDEP) Tank Closure Inspection Report having an inspection result of `in- compliance' on or before the due diligence period. • The Seller shall incur all expenses related to site rehabilitation. • The transaction will not close until after the Seller delivers to the Buyer an FDEP issued Site Rehabilitation Completion Order (SRCO) having no restrictive covenants that are unacceptable to the Buyer. • No deposits are being required. FISCAL IMPACT: The Executive Director has coordinated with the appropriate entities to secure and structure a $13,500,000 Term Loan to complete the sale of subject property in the amount of $1,114,000 plus cost and expenses. CRA TIF from Fund 187 will be pledged to service the debt. A budget amendment will be required to recognize the loan and to set up the required debt service reserve. LEGAL CONSDERATIONS: Although recommended, the Purchase Contract does not contain language that makes the closing on these parcels contingent on the closing of the other parcels that are also being considered on this same agenda. This is because the Seller would not agree to such language. Without such language there is no absolute guarantee that all parcels will be closed. Additionally, the costs to remediate damage caused by the gas tanks could be placed into escrow so that closing may be expedited. This language was not placed in the Contract because Seller has made a claim on his insurance for the remediation costs (i.e. if the property changes ownership, the insurance claim may be compromised). With that said, the Purchase Contract and Addendum have been approved by the County Attorney's 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.- - -.IBW 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 / Gatewav 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; 2 Agenda Item No. 14C July 28; 2009 Page 3 of 15 5. Authorize the CRA Executive Director to make payment in the amount of $1,114,000 plus cost and expenses to complete the sale of subject property from CRA Trust Fund 187 and approve all necessary budget amendments. Prepared by: Jean Jourdan, on July 10, 2009 Project Manager, Bayshore Gateway Triangle CRA Page 1 of I Agenda Item No. 14C July 28, 2009 Page 4 of 15 COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS Item Number: 14C Item Summary: Recommendation for the Community Redevelopment Agency (CRA) to approve the purchase of a commercial property as part of an assemblage of commercial properties located in the 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 $1,114,000 plus cost and expenses to complete the sale of subject property, and approve all necessary budget amendments. Site address: 0.935 acres within the Gateway mini - triangle (Fiscal Impact $1,114,000). (Jean Jourdan, Project Manager CRA) Meeting Date: 7128/2009 9:00:00 AM Approved By Jean Jourdan Project Manager Date Community Redevelopment Bayshore -Gateway Redevelopment 7/17/2009 9:24 AM Agency Approved By Jennifer A. Belpedio Assistant County Attorney Date County Attorney County Attorney Office 7/17/2009 10:24 AM Approved By David Jackson Executive Director Date Community Redevelopment Bayshore- Gateway Redevelopment 7/17/2009 10:34 AM Agency Approved By OMB Coordinator OMB Coordinator Date County Manager's Office Office of Management & Budget 7/1712009 10:49 AM Approved By Jeff Klatzkow County Attorney Date County Attorney County Attorney Office 7/17/2009 12:12 PM Approved By Mark Isackson Budget Analyst Date County Manager's Office Office of Management & Budget 7/20/2009 4:57 PM Approved By Leo E. Ochs, Jr. Deputy County Manager Date Board of County County Manager's Office 7120i2009 6:25 PM Commissioners file: / /C: \AgendaTest \Export\ 133- July% 2028,% 202009 \14. %20AIRPORT %20AUTHORIT... 7/22/2009 imp W— x _ R41-al- dig _ r F1 mom lat f I • �� F ' k f �. I i ., Itl .. � ` • � �yi f .� T r r f.. J4 �! s r .'rya G Agenda Item Nc July 2ij Page 6 r I. PURCHAW AND SAt.E: iba coma Caurft Corn niw --- f"Wr e-1 r agrees to buy end 2M • -gw ; i " a Floddm d UM Nl,, c01 ashy ("Naftel. r apra w to sell the properties described aa: Stag Address: 2008 Davis aouiawua 4' 14C 5" Leo Deacriptioon: Lob 10.17 and 18, Triwtgte L.6ke, as per rV or pint thereof rsoordad In Plat Book 4. Page 38 of CoNler Cowdy, Florida. W r and the tftwinp Per=* PropsrV. 8* 9' (aN cofeativdy m%rmd to n ths'PropwtY") on theta., and conditi w set forth bellow. The Offtsiive Oats" of rifle CWWWA is 10' file date on which the kA of the Pants signs the lataat o!!ee'. ulna is of firs eaawroa in this Contract Time periods of 5 111 deye or leas wit be computed without including Saturday, Sunday. or natiorW WO hrrli WO and any *'w P srx" on 12' a Satiridsy. Sunday or nab" too hoNday WO be extended until 5:00 P.M. of #* mod business day. I 2. PURCHASE PRICE: & 1.114.00n 14• (a) Deposit held in "am by -- 15- (b) A cW ao W deposit to be made within days from Effective Date IS. (c) Tob d "WOM pet (as refwsncad in PwWrsph 3) S Wa . 1 r (d) other: S 19.000.00 it (a) Baianos to dose, subjad to adjustments end proration, to be made with cash. locally dwwn 6 1 -133 •0 IV owNed cr cashMr's deck or wire tw *W. 20' S. THM PARTY FINANCING: Within ,_,_ days *w Efm*m Daas ('ApOlMOM Pe W(n, BWw vAl, at 21" Buyer's expense. apply for third Ps ft fins c tp le the w wtx t of i or _, % of the 2r puidlass pow to be wnodlnd ovu a period or _yews and due in no less than ! yaw's and wO a fbmd irdwed rata not to e" — % par yew or variable interest rate not to exceed _,_., % at arigirioiiior+ with a it%#" COP not b oweed ,._„_ % from initial ntte. VAh additional terms as fellows: 24' (An Cwonpenolea Provided for in Addendum agactlad iww+ato and made part of thle OWWvot) 25" Buyer WO Pay for the rnortgegoe We insurance policy and for ON ban expanses. Buyer wit timed Praw'd° any and aN oradit. 20' amployrnarrt, financial and other iriformoition rea sorieWY required by any tinder. Buyer wNl notiftr SMMr 4runediatsly upon oft" 27* *wnaing or being wjecmd by a lender. If Buyer, afiw dfipsne alyort, tuft to obtain a writlsn commitment within _ ,J5 days tom 28' Efbdive Date rFwd ncbV P«Wj, super may caned the Coritrad by giving prompt notice to Sel and Buyer's deposk(s) wit be 29' natumed to Buyrrr in uocordwlos with Par"W" 9. 30` Buyer U U acid BNler A (y) adrnovrfeci� receipt of a copy of this page, which is papa 1 d 5 Pages. ce-2 0 1997 Far+ds /WOdetlae Of REALTOM" cur t1i{IW rlw nd Agenda Item No. 14C July 28, 2009 warren of 15 to and will convey marketable tide to the Property by 0 statutory h� 34. 4. TIRE: Willer has the "capacity free of lefts, easements and encumbrancsa of record or known to Sway, 32' 0 other cover►ants, restrictions and pub �Y i and W any 33 but subject to property taxes for the year of dosing: 6s8Ci1ed� 34• trifler matters t0 which title wil be subpd) taxes MOM 4 35 and Wane of them prevents Intended use of the Property as sr therre exists at Ing no violation of the foregoing and within 15 days 0 from Effective Da" �. (a) Evkieruae of Title: Seller win. at (check one) J Seller's C8 8uyer'c expense in 3, deliver to Buyer (check Or*) a WW to Date O from date Buyer meets or waives financing contingency Ph ❑ a ni title insurance comet ent by a Flxida licensed title insurer and, upon Buyer recording the deed, an owner's policY in .m M the amount of the purchase price for fee simple title subject only to exceptions stated above. ar 4/ an abstract of tide, prepared or brought currant by an existing abstract firm or certified as correct by an existing firm. owner's title polcy acoeprta * to the proposed insurer as 43 However, if such an abstract is not available to Seller, then a prior and an update in a format 44 a base for raimiance of covw4e• The pry policy will induce copie6 of an policy exceptions t ther with copies Of 81f er 45 acceptable to Buyer from the policy lfective date and certified to Buyer or Buyer`s losing ! oge 48 documents recited in the prior policy and in the update. 4v (b) Title Examination: Buyer will, wrttkn 15 days from receipt of the evidence of title deliver written notice to Seiler delivers pry 48 defects. Tale win be deemed acceptable to Buyer ii (1) Buyer fails to delver proper notice of defects or (2) Buyer s are w written notice and Seller cures the defects within 30 days from receipt of the notice CCurative mortice of such curing. elect may so cured within the Curative Period, closing wil occur within 10 days from receipt by Buyer m 61 elect not to cure deflects if Seller reasonably believes any deflect cannot be cured within the Curative Period, ff the defects to . not cured within the Cum Period, Buyer will have 10 days from receipt of notice of Seller's inability and cbso the tranwiction withoLd reduction In 53 elect whether toterminate ar� for the evidence of tit till also pay related defects service fees including title and abstract s4 purd�ase price pity se charges and title examination. (C) Suwvey: (ctredc applicable promions below) sr• a Seller will. within 10 _ days from Effective Date, deliver to Buyer copies of prior surveys, plans, spa 5• engineering doeournents, if any, and the following documents relevant to this trarwriliOn: IM sfwftn"fnb"MOMMES prepared for Seller or in Soft eo possession, which show al currently existing structures. er- Q Buyer wit, at aSe"eft a Buyer's expense and within the time Period allowed t0 deliver and examine tide evidence, obtain a current certified survey of the Property from a registered surveyor. ff the survey re�veais encn)erchments on the 02 ar property or that the improvements encroach' on the lands of another, ❑Buyer will accept the Property with existing or encroachments a such encroachments will constitute a title defect to be cured within the Curative Period. re (d) Ingress and Egress: Seller warrants that the Property Presently has Ingress and egress. as (9) possession. Bailer will deliver possession and keys for all locks and alarms to Buyer at dosing. S. CLOSING DATE AND PROCEDURE: This transaction will be closed in Cooler County, Florida on, eT S from Effective Date ("Closing Date"), runless Otherwise extended es• or t�e�fore the ._S Addend= or within days from ��{� pate. deliver or herein. 13 Seiler a Buyer will designate the closing agent. Buyer and Seller wiil, within 6_ days for dosing procechre. if an institutional lender is providing purchase tends, �o Escrow Agent signed instructions '' 1 in this Contract. 71 requirements as to place, tone of day, and closing procedures will control over any contrary 7z (a) Costs: Buyer rec arxJ ing statements and recording fees for the doo r3 SOBW will pay �aieai tied to cure title defects. lE Seller is obligated to discturP+ T4 aryl encumbrance at or prior to dosing use purchase pry to + the �. �, (b) Docunvir tg: Seoer will provide the deed, bill of sale, mechanic's ken eflidavit, assignments of teases, updated r d 7a tenant and lender estoppel letters, assignments of permits and kcerr8es, corrective ir�strumerRS and letters notifying n the change in ownersttip/rentai agent . if any tenant refuges to execute an estoppel letter, Seller will certify that information ion. Seller will deliver a resoMrtion of its Board of Directors 78 regarding the tenant's lease is correct. tf Seller is a corporation, the resolution and setti re authort�ng the sale and dewmy of the deed and certification by the corporate Secretary transfer conforms with the requirements of focal law. Seller oil transfer security deposits to Buyer. � eo facts showing the conveyance arxi notes. security kKg W nests and fnandng statements. 81 will provide the closing statement, mortgages ex Buyer (_,—J (_.___. -) and Setter i!iL'.=1 t ___j acknO`^rkxjge rempt of a copy of this page, which is page 2 of 5 Payee., Agenda Item No. 14C July Q28, 2009 53' (e) 'ildxw Ass , still : The following hams wilt be made current end proraW l 98 of CloefnPg t'� of 15 e4• 0 as of tair Ift deft 113 Addool IM -*rSW8stMetmm,boW"WmwwtpWneManuTo3dbyBUVW,interiO. s6 rents, association dues, irssranoe prorrism acceptable to Butter, operational expenses and —, e8 If the amount of tw es and aseseenw is for the currant year carrot be asoartalned, rates for the prOVIOUs year Will be used with due aw wm= being read for improveMMcts and exemptions. Seller is aware, of the following eeeeb^ernenb affecting Or patwyji y ee• w1w ins the Property e9 Buyer will be responsible for ON assesament8 of am kind which become due and owing on or after Effective Date, unless the 90 0 pr mT*nt is substantially completed as of Cbsng Date, in which case Seller will be obWOd to pay the entire asseserrW t. s1 (d� FlRPTA Tax Wkhholdin�: The Foreign Irtvestm o in Reed Property Acct ('FIRPTAI requires Buyer to withhold at closing a s2 portion of the Pm*1990 proceeds for renies+on to the Internal Revenue Service ii.R.S.'1 if SONK is a "foreign person' as datr 0 by the Internal Revenue Code. The parties agree to comply with the provisions of FIRPTA and to provide, at or prior to cbsi , 94 appropriate dock to estabCash any appilcable exemption from the wohhodng requirement. tf withholding is required Seder 95 and &� will provide proof to Selwr thatat� dosing unds were properly remaged to the IW.Rt., will provide ttx� necessary turic�l se Buyw or B. EWROW: Buyer and Selwr Buono M 9t Telephone: Facsimile: to act as *Escrow Ager1C W lour to receive funds and other items end, subject to clearance, disburse them in accordance with the terms of this Contract. Escrow roi- Agent will deposit A% fund received in a a non - interest bearing escrow account U an interest bearing escrow account with 1cr interest accruing to with interest disbureed (dxm* one) D at closing lacr D at intervals. ti Escrow Agent receNes conflicting demands or has a good faith doubt as to Escrow 1a A,gent'e duties or Ilerbil"IM under this Corrtraa, he/she may (a) hold the subject matter Of the escrow until the parties mutually nos agree to Its disbursement or until Issuance of a court order or decision of arbitrator determining the parties' rights regarding the w5 escrow or (b) deposit the subject matter of the escrow with the clerk of the circuit court having jurisdiction over' the dispute. Upon.r for notifying the parties of such action, Escrow Agent will be released from an ivabilrty woseapt for the duty to aoawnt for items too previously delivered out of escrow. If a licensed real estate broker, Escrow Agent will comply with applicable provisions of ChWW 1rs 475, Florida Stetutes. In any suit or arbitration in which Escrow Agent is made a party because of acting as agent hereunder or 110 interpleads the subject matter of the escrow. Escrow Agent will recover reasonable attomays' faea and oasts at an levels. with 1 t1 such fees and costs to be paid from the escrowed funds or equivalent and charged and awarded as court or other keens in favrar 112 of the prevailing party. The parties agree that Escrow Agent wri not be liable to arty parson for misdaNvery to Buyer or Seller of 113 escrowed items, unless the rrnredB�Nery is due to Escrow Agent's Willful breach Of this Corrtred Or gfo.9S' rtegligerKte• 114 7. PROPERTY CONDITM &Ww will delivw the Property to Buyer at the time agreed in its pr9sant "as is' =, dhow, ordinary 116 weer and tear excepted, and wni maintain the landscaping and grounds in a comparable r.,or,dtion. Seiler makes no warrantie�6 ties other than marketability of title. By accepting the Properly 'as is,' Buryel, waives an claims against Wkw for any defects in tine 11-r properly. (Check (a) or (b)) 118' O (a) As � B Nei has inspected the Property Or waives any right t0 Inspect and accepts the Property in its 'as is' conaitior4 t 1sr a (b) Due OitiQerrce Perd:191ye r will, at Strieft elm and W #*i _ 5Q --days from EIfet tine Date ("Due Diligence Perkrd % tan dtermm whether the Property is suitable, in Buyer's soft and absolute discretion, for Buyeft intended use and development of 121 the Property as specftd in Paragraph 4. During the Due Dnigenos Period, Buyer may conduit any tests, enehses, surveys and 122 lnysetigatione Cinspecdon6l which Buyer deers necessary to daterr ire to Buyer's swan the Property's MVIneer V, 123 an ttec tural, ewlvi+nrnnental properties; wring and zoning restrictions; flood zone designation and restrictio(w subdivision 124 regjetiom: Sol) and Bade: avWMtiltty of socess to public roade. water, and other utilities; consistency and licenses; state oorr d regionM d 126 growth menegerr o t and cmTT **n&m land use plains; Mailability Of • 90v0r msM approvals 126 American With Disablittes Act; absence of asbestos, soil and ground waW o0rftr9nati0n; and other irteWWFIS that Buyer deerM 127 appmpriete to detEfr wa the suitability of" Properly w Buyer% Intended Lae and dA*Vr rt Buyer shall dekoer written oIc" 126 to Seller prior to iht3 etc WIo n of the Due l lli)wm Period of "04er deterrNnat on of wtleew or not the Property is acceptable. 129 Buyer's tatiure to c orroy with this notice regriremrxtt shall cx WWAe Woaptance of the Property in Its present 'as is' condition. 130 Seger grants to Buyer, its agents, cmtractor's and assigns, the right to eater the Property at any time dWM the Due Diligence 131 Period for the purpose of OOrdLCtng inspections, prmAided, howa w that Buyer, its agents, CA *Od ors end assigns enter the 132 Property and conduct Inspactlom at onset own risk. Buyer shell irdranfy and hold Seller hwrr*m born losses, drrvQee, oo", 133 dahrts end eespenses of any nature, irlclt� Worrtey8' fees at as Weds, and frown MbW to WN person. arieh9 from the corldWt a 134 ary and all inspections or any wait authorized by Buyer. Buyer will not engage in ary actmty that could result in a n echarrcl3 11110►. 135 being filed agWvA the Properly without SeNw's prior written consent. in the event this transaction sloes not dose, (1) Buller ehel ,3a repair a, damages to the Property resuItM from the kvgx)cWns anti robin the Property rocs the condition N was in prior to condudt.l to 137 the Inspections, and (2) Buyer altar, 8rt Buyers e>ate M, release m Seder all reports and other wkxtt generated as a result of e 130 Inspector s. Should Byer deilver' timely notice that the Property is rot aooeptaioia, Setter e0reas that Btyer+`s deposit shell ice 139 imrnediateiy rehnned to Buyw and the Contact terminated. 140' EKW C_- j (__j and Seller LKy4 ._.j acknowledge receipt of a oopy of this page, which is page 3 of 5 Page", Agenda Item No. 14C July 28, 2009 14t (a) Welkthrough inspection: Buyer may, on the day prior to closing or any other time mutually agreeable to t� parses, 5 142 conduct a final 'walk- through" Inspection of the Property to determine compliance with this paragraph and to ensure that all 143 Property is on the premises. 144 (d) D18c•1osures: 145 1. Radon Gas: Radon is a naturally occurring radioactive gas that, when it has accumulated in a budding in sufficient 146 quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and st l 147 guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained 148 tom your county public health unit. 149 2. Energy Efficier► : Buyer' may have deternrined the energy efficiency rating of the building, 6 any is located on the Real 160 Property. 131 13. OPERATION OF PROPERTY DURING (CONTRACT PERIOD: Seller will continue to operate the Prvperty and any business 152 conducted on the Property in the manner operated prior to Contract and Will take no action that would adversely impact the 153 Property, tenants, lenders or business, h any Any changes. such as renting vacant space, that me1eriady affect the Property or Ise Bu gees - :Mended use of the Property will be permitted A only with Buyer's consent U without Buyer's consent 155 9. RETURN OF DEPOSIT. Unless otherwise specified In the Contract, in the event any concRion of this Contract is not met and 156 Buyer has timely given any required notice regarding the condition having not been met, Buyer's deposit will be returned in 157 accordance with applicable Fonda laws and regulations. 156 10. DEFAULT: Ise (q) 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 16D marketable after diligent effort, Buyer may either (1) receive a refund of Buyer's deposits) or (2) sects specific performance. If 161 Buyer elects a deposit refund, Seller will be liable to Broker for the full amount of the brokerage fee. 162 (b) In the event the sale is not closed due to any default or failure on the pert of Buyer, Seller may either (1) retain all deposit(&) 163 paid or agreed to be paid by Buyer as agreed upon liquidated damages, consideration for the execution of this Contract, ands in I& iudl settlement of any claims, upon which this Contract will terminate or (2) seek specific performance. If Seller retains the lee deposit, Seller will pay the Listing and Cooperating Brokers named in Paragraph 12 fifty percent of all forfeited deposits tm of 04 IN by Seller (to be split equally among the Brokers) up to the full amount of the brokerage fee. 167 i 1. ATTORNEY'S FEES AND COSTS: In any claim or controversy arising out of or relating to this Contract, the prevailing part, Ise which for purposes of this provision wlli include Buyer, Seller and Broker, will be awarded reasonable attomeys' fees, costs and 769 expenses. 17o 12. BROKERS: Neither Buyer nor Seller has LARtzed the services of, or for any other reason owes compensation to, a licensed 171 real estate Broker other than: 172. (at) Listing Broker: Downi ng FOM Realty, Inc. Michael K. Conradi 1rr who is 61 an agent of SO U a transaction broker Q a nonre 174• and who will be compensated by is Seller U Buyer U both parties pursuant to U a listing agreement U other (speC'N 17s 17s 177• ns (b) Cooperating Broker WA ' i7a who is U an agent of U a transaction broker U a nonrepr� Iarr and who will be compensated by U Buyer U Seller U both parties pursuant to U an MLS or other offer of compensation to a 1e1• cooperating broker U other (specify) lox 164• 186 (aAactively referred 10 as "Broken in connection with any act relating to the Property, including but not limited to inquiries, 1a6 irmtroducticxls, consultations and negotiations resulting in this transaction. Seller and Buyer agree to indemnity and hold Broker 1e7 harmless turn and against fosses, damages, costs and expenses of any kind, Including reasonable attorneys' fees at all levels, and j Ise from liability to any person, arising from (1) compensation claimed which is inconsistent with the representation in this Paragraph. (2) lee enbroernent action to collect a brokerage fee pursuant to Paragraph 10, (3) any duty accepted by Broker at the rawest of Buyer or 1so Seller, which duty is beyond the scope of swvicas regulated by Chapter 475, F.S., as amended, or (4) recommendatb -is of or servkM a 191 provided and expenses incurred by any third party whom Broker re ters, ruacornmends or retains for or on behalf of Buyer or SeNsrn tw 13. ASSIGNABILITY: PERSONS BOUND: This Contract may be assigned to a related entity, and otherwise U is not asag air' 1gm v Is assignable. The terms "Buyer," ' Seller' and " Broker" may be singular or plural. This Contract is binding upon Buyer, Selo 194 and their heirs, personal representatives, successors and assigns (If assignment is permitted). 1 19V Buyer "%_._j and Seller (_) acknowtedge receipt of a copy of this page, which is page 4 of 5 Pagest. Agenda Item No. 14C July 28, 2009 Page 10 of 15 tae 14. OPTIONAL CLAUSES: (Check d any of the taliowing clauses are applicable and are attached as an addendum to this Contract): terr D Arbitraation O Seller' Wam rtty U Ong Mort9W tart D Sectlon 1031 Exchange ❑ Coastal Construction Control Line D Other Addendum turf D Property inspection and Repair U Flood Area hazard Zone a Other ExhIM 2W u Seller Representations ❑ Seller Ftrwndng v Other Si0n8iure EM tot 15. MISCEUANIEOUS: The terms of this Contract constitute the entire agr+eernent between Buyer and Seller. Modifications of 2w this Con#W will not be binding unless in writing, signed and delivered by the party to be bound. Signatures, initials, documents 2w refewaW in this Contract counterparts and written modifications communicated electronically or on paper will be acceptable for am all purposes. iricluding delivery, and will be binding. Handwritten or typewrttten terms inserted in or attached to this Contract prevail acs over preprinted terms. If any provision of this Contract is or becomes invalid or uraVorceable, all remaining provisions will continua Zoe to be fully effective. This Contract will be construed ued under Florida law and wiR not be recorded in any public records. Delivery of any 207 written notice to any party's agent will be deemed delivery to that party. �: . �. • . c �• • . -.r • • r k 1 • - C ♦• r C • i • r • I • • - _• nor • r �• � � • �• r }� � _ - • rC- r • �_ • • rr • • - _- r r• r • -♦• F c OUT -- -•- 2ur DEPOSIT RECEIPT: Deposit of $ 0.00 by D Cheat O other received on 219' by 220 Sig IMM of Escrow Agent z2t OFFER: Buyer offers to purchase the Property on the above terms and conditions. Unless acoeptance is signed by Seller and a 22r signed Copy delivered to Buyer or Buyer's agent no later than 5:00 ua.m. if p.m. on Jul 28th 2009 223 Buyer may revoke this offer and receive a refund of all deposits. 224• Date: 225• 22e• 22r Date: 22W 229' BUYER: Tax ID No: Telephone: f=acsimile: BUYER; Tax ID No: Address: 230• ACCEPTANCE: Seller accepts Buyer's offer rut attached r.,j er offer). Mr Date• SELLER: e'���� rMe: M&MA,i 0 -- Telaphhone: l39 1 B3 S489Facsimile: Address: Telephone: Facsimile- d conditions (E3 subject to the Tax ID No: 235' Date: SELLER: Tax ID No tae• Title: Telephone: Facsimile' 23r AmWm . ait8 Mpg jdW Member of CME 1MgMknKdj L.LC 2w Buyer i ) (�.) and Self' UW.i "a ge recxeipt of a copy of this Paw. which is page 5 of 5 Pages. The Flodde Aeon of RoxTom mehams no roaresentalion ea to the kod vWdty or Of cry pwvioion or this tarn in cry err w k tratsactcm `rrft etl brm shotrld not be used in oarow transocliarr• or with wdun ,* ddmre or eddMone. Th4 tour is &4&Ubie for Lima by the ertire real emtmre inaoft and is not Ylendod to identity ttre uw oa m RFxrati r1AFLior+ is a rmgtal•tmd aoleclta mark **h Mmy bin Lieod ** by feel emtate ioer�ees who are nwMere or thin NATIONAL. A&MAMN OF REALTORS and who st�bmor47m to Its Code of Ethics. The copyright leas of the United States (17 U.S. Gods) tort7ld the ur&Ahorftd rep rodxbon of th is form by ery meer>a r'x*xkM Imc &nhe or oornp Aer¢ed for,s. CO-2 ®1607 FWda Associadon of RMTOPAD AN ftrft Reserved Approved as to torm 4 legal sufficiency •.aunty Attornt Agenda Item No. 14C July 28, 2009 Page 11 of 15 ADDENDUM TO SALES COMMERCIAL CONTRACT By and bdwom The Collier Coany Community Ra&r elopuKw Apmcy C%Wcr") end CCRE Invan raw, LLC., a Florida Linn t Liability COUVI y ("Sellao. Plnyw d adds m 2068 Dave 8=kvw A beuW f rdwr dac,7JW in die EXHBIT -A- a0wheed bmeto and nrrade a parr q/ this conowar. The Seller represents that the property, and all uses of the property, have been and presently are in compliance with all Federal, State and Local environmental laws; that no hazardous substances have been generated, stored, treated or transferred on the property except as specifically disclosed to the Buyer; that the Seller has no knowledge of any spill or environmental law violation on the property contiguous to or in the vicinity of the property to be sold to the Buyer, that the Seller has not received notice and otherwise has no knowledge of a) any spill on the property; b) any existing or threatened environmental lien against the property; or c) any lawsuit, proceeding or investigation regarding the generation, storage, treatment, spill or transfer of hazardous substances on the property other than specifically disclosed herein. The Seller has removed the underground pollutant storage tanks associated with the tank systems from the former gas station located at 2068 Davis. Furthermore, the Seller agrees to provide the Buyer a Florida Department of Environmental Protection (FDEP) Tank Closure Inspection Report having an inspection result of "in- compliance' on or before the due diligence period. The Seller acknowledges that during the tank removal process some laboratory samples were found to have exceeded 62 -777, F.A.C. petroleum cleanup target levels and further testing is being performed to determine the level and degree of the cleanup and the Seller agrees to make all corrective measures required by 62 -770, F.A.C. pertaining to this contamination. The Seller agrees all expenses incurred as a result of removal of said tanks including but not limited to shoring, discovered contamination removal and sludge removal shall be paid for by the Seller. The Seller agrees to provide the Buyer an FDEP issued Site Rehabilitation Completion Order (SRCO) meeting commercial cleanup target levels and having no restrictive covenant attached hereto as referenced in 62 -770, Florida Administrative Code (F.A.C.) and 62 -777, F.A.C. The SRCO meeting the criteria above will verify the site is rehabilitated to levels suitable for development as deemed acceptable by the Buyer prior to closing. The Seller, if applicable, shall provide to the Buyer assignment of leases, updated rent roll, tenant and lender estoppel letters, assignments of permits and licenses, corrective instruments and letters notifying tenants of the change m ownership /rental agent and transfer all security deposits and any l M Agenda Item No. 14C July 28, 2009 Page 12 of 15 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 arc accurate or provide correct updates thereto and certify as of the closing date the status of all leases. If Seller is unable to obtain estoppel letters from any of the tenants Seller shall provide such information to Buyer and warrant the accuracy of the estoppel information. The Seller shall permit Building Structural Inspectors, Fire kgwtors and other persons requested by Buyer to access all buildings and facilities to inspect said buildings and facilities for compliance with all applicable Federal, State and local codes. All buildings and facilities must be found in compliance with all Federal, State and local codes prior to closing. The Seller shall permit the Buyer's agent, employees or any other persons deemed necessary to determine the properties suitability for the Buyer to enter upon the property any time during the due diligence period. The Seller is aware of and understands that the "offer to purchase" represented by this contract is contingent on approval of the purchase of the properties by the Collier County Community Redevelopment Agency Board, The Seller acknowledges that Buyer is purchasing seven of Seller's parcels to include the Property for a unified project and understands the "offer to purchase represented by this contract is contingent on the Seller executing a contract with Buyer for Purchase and Sale of property located at 1936 Davis Boulevard, 1965 Tamismi Trail East, 1933 Tamiami Trail East, 1991 Tamiami Trail East, 2054 Davis Boulevard and 2000 Davis Boulevard located in Collier County Florida. The Buyer shall pay for all documentary stamps "Transfer Tax" on the deed. The Buyer shall assume payment for any 2009 tax prom ions due at the time of closing and reimburse the Seller for payment of the 2008 taxes. The Buyer shall, at Buyer's expense have until September 16, 2009 to determine whether the Property is suitable as Buyer deems necessary to evaluate the property including, but not limited to the physical characteristics and conditions of the property, the effect if all applicable building, land use, environmental and other codes, ordinances, statutes, rules and regulations effecting the property and such other matters as may be deemed by Buyer to be necessary and desirable in order for Buyer to evaluate the property and determine the desirability and feasibility of the property for Buyer's intended use. In the event the Buyer is not satisfied with such studies, tests, restrictions or material, Buyer shall have the option to cancel and terminate this contract by written notification to Sellers on or 2 Agenda item No. 14C July 28, 2009 Page 13 of 15 before September 16, 2009 whereupon the parties hereto shall be relieved of any obligations or liabilities hereunder, and if applicable any escrow deposits shall be returned to Buyer. In the event the Buyer does not notify Sellers that it is exercising its' option to cancel this contract on or before September 16, 2009, Buyer shall be deemed to have waived such right of cancellation. If the Buyer enters the Property and makes any excavations or tests, Buyer shall restore the Property to its original state, and shall protect the Property against the filing of any constructions liens for work performed on behalf of the Buyer. The Buyer further agrees to hold the Seller harmless and indemnify Seller from any loss it may suffer as the result of these inspection activities (provided that nonce of said loss is due to the intentional acts or negligence of Seller). The Buyer shall pay the Seller at time of closing the sum of $19,000.00 (Nineteen Thousand Dollars) for reimbursement of removal of the gas tanks and pumps from the former gas station located at 2068 Davis Boulevard subject to Buyer's receipt of a satisfactory "Environmental Tank Closure Certificate" from the Seller on or before the due diligence period. Buyer shall pay for all new surveys. Buyer acknowledges the receipt of the following survey from the Seller: Dagostiono dt Wood, Inc survey dated 09/27/05, computer file 05220 -1 Buyer acknowledges receiving herewith copies of Steel Environmental Consulting, Inc., Report of Limited Phase II Environments Site Assessment for the Citgo Gas Station incorporated with Report of Limited Phase H Environments Site Assessment for Bob Taylor Chevrolet Collision Center. This transaction will be closed in Collier, County Florida, no later than thirty (30) days after the Seller is in receipt and has delivered to the Buyer an FDEP issued SRCO meeting commercial cleanup target levels referenced in 62 -770, F.A.C. and 72 -777, F.A.C. and having no restrictive covenant attached hereto. In the event of a conflict between this addendum and the contract hereby amended the terms of this addendum shall prevail. 3 i Agenda Item No. 14C July 28, 2009 Page 14 of 15 EXHIBIT "A" Folio ID # 77510360001, having a physical address of 2068 Davis Boulevard Lots 16, 17 and 19, Triangle Lake, as per map or plat thereof recorded in Plat Book 4, Page 38 Public Records of Collier County, Florida. wOMS Pale for CMUMMUd ceotnet aawaee Tits comer C my Conamm"Redr4dopmaa ABaw'y CMMIn and CME bw=U nwts, LLC., a PWride LWkW Liability Campmy ("Sd r"). Property sim as *wu- 2W Davit Bawhww4 and b*MWfw wr Aacr"d An the EM r "A " awadtsd hero* aid weds a pat of Ak %"W mw. 0 -AG 4 IN WITNESS WHEREOF, the parties hereto have signed below. Dated ProjeWAoquisition Approved by BCC: A&TO PURCHASER: DATED: ATTEST: DWIGHT E. BROCK, Clark , Deputy Clerk AS T4 SELLER: DATED: WITNESSES: � � y V!R acvj ka (Printed Name) (Signature) DRSuA A4 KA (Printed Name) Approved as to form and legal ci Jerind6eB. White Assistant County Attorney COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY BY: JIM COLETTA, Chairman Agenda Item No. 14C July 28, 2009 Page 15 of 15 CC&E Investments, LLC, a Florida Limited Liability Company (P Name) Its,: Rehiq&L— K G'o1zx110s - -MAi1161'n/6 M- 0- g13C1z s M�p1 0'