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Backup Documents 12/01/2009 Item #16G416S MEMORANDUM Date: December 3, 2009 To: Sue Trone, Operations Analyst Bayshore Gateway CRA 4069 Bayshore Drive Naples, Florida 34112 From: Martha Vergara, Deputy Clerk Minutes & Records Department Re: Grant Agreement between CRA and Grantee for Commercial Building Improvements for Bayshore Gateway Triangle Community Redevelopment Area Attached is one (1) copy of the original document referenced above, (Agenda Item #16G4) approved by the Board of County Commissioners on December 1, 2009. The Minutes & Records Department has kept the original signed Commercial Building Improvement Grant Agreement as part of the Board's Official Records. If you should have any questions, please contact me at 252 -7240. Thank you. Memorandum To: Mr. Ian Mitchell' +, From: Sue Trone 1 Date: 12/2/2009 BAYS GAT TRI H0RE4 E WAY ANGLE COMMUNITY REDEVELOPMENT AGENCY Re: Request Jim Coletta's signature stamp on attached grant agreement Mr. Mitchell: Enclosed please find one full (original) grant application and agreement and one copy of same agreement for Commercial Building Improvement Grant (C -BIG) recipient Central Park Properties, Inc. (Robert E. Weissenborn, Sr., President). This grant was approved on December 1, 2009 on the BCC agenda, item 16G4. To execute the grant agreement the CRA chairman's signature is required. Please accept this request to affix the signature of Commissioner Coletta's signature as CRA Chairman to the original AND copy of the enclosed grant agreement. Thank you. 16G GRANT AGREEMENT BETWEEN CRA AND GRANTEE FOR COMMERCIAL BUILDINGIMPROVEMENTS FOR BAYSHORE GATEWAY TRIANGLE COMMUNITY REDEVELOPMENT AREA THIS AGREEMENT ENTERED this L day of P ce,A br r- , zc^`1 by and between the Collier County Community Redevelopment Agency (hereinafter referred to as "CRA ") and N,Ayv ,� G c Pw ?z,k s (.thereinafter referred to as "Grantee "). WITNESSETH: WHEREAS, in Collier County Ordinance No. 2002 -38, the Board of County Commissioners delegated authority to the CRA to award and administer CRA grants including contracts with Grantees for CRA grants; and WHEREAS, Ordinance No. 08 -61 established the Commercial Building Improvement Grant; and WHEREAS, Grantee has applied for a Commercial Building Improvement Grant in the amount of S ' o ° ° dollars; and WHEREAS, the CRA has determined that Grantee meets the eligibility requirements and was approved for a grant award in the amount of I, Soo . dollars on I , zoo l ( "CRA Approval'). NOW, THEREFORE, in consideration of the mutual covenants contained herein and other valuable consideration, the parties agree as follows: 1. Grantee acknowledges to the CRA that Grantee has received a copy of the Collier County Community Redevelopment Agency Commercial Building Improvement Grant Program Information and Application (hereinafter referred to as "Grant Program "), that Grantee has read the Grant Program, and that Grantee has had ample opportunity to discuss the Grant Program with Grantee's counsel or advisor. Grantee further acknowledges to the CRA that Grantee understands and agrees to abide by all of the terms and conditions of the Grant Program. Grantee agrees to the terms and conditions of the Grant Program. 2. Grantee is the record owner / tenant of property described as FL '?Iqtl2- 3. Grantee has agreed to make certain improvements to the property pursuant to the grant application submitted to the CRA dated C i I b, - o C9 attached hereto as Exhibit A and incorporated herein by reference. 4. Grantee agrees to complete the construction of the commercial building improvements within one (1) year of CRA Approval. Grantee also agrees to fund at least 50% of the costs of the commercial building improvements. Grantee is prohibited from paying Commercial Building Improvement Grant Agreement FY 2010 l 6 G , contractors and/or vendors with cash. All payments for approved projects must be in the form of a check or credit card drawing on funds from Grantee's accounts. 5. The CRA has approved a grant to Grantee in the amount of W 1, Szi a - ° 6 to be administered pursuant to the terms of this Agreement based on an estimated cost of q,00° , oo . If the actual costs are less than $'3Npp p° to construct the improvements, the grant amount shall be reduced dollar for dollar in CRA funds as determined by ratio of matching private funds required. 6. Unless prior disclosure is included in the grant application, no Grantee, or any immediate relative of Grantee, shall serve as a contractor or subcontractor for the construction of the improvements and no Grantee, or any immediate relative of Grantee, shall receive compensation for labor for the construction of the improvements. An immediate relative of Grantee shall include mother, father, brother, sister, son, daughter, aunt, uncle and cousin or family member by marriage to include mother -in -law, father -in -law, brother -in -law and sister -in- law. Grantee has verified that all contractors who have provided bids for the approved work are actively licensed by Collier County. Grantee acknowledges that the total grant award shall not exceed the sum of lowest bids /price quotes for all projects. Grant funds for work performed by contractors shall only be disbursed upon verification that said contractors are actively licensed by Collier County. 7. Grantee agrees to obtain all necessary permits and submit any required plans to the County's Community Development and Environmental Services Division. Upon completion of the work, Grantee shall submit to the CRA staff a Project Summary Report, two (2) 8 inch by 10 inch photos showing the improvements, a list of materials and construction techniques used, a list of architects and /or contractors, and any other information specific to the project or requested by the CRA staff. The CRA, through its staff, shall confirm that the Commercial Building Improvements were constructed pursuant to the terms of the application approved by the CRA. 8. Within forty -five (45) days after confirmation that the improvements were constructed pursuant to the terms of the approved application, the Grantee shall be issued a check in the amount of the grant. However, if the Grantee fails to make the improvements pursuant to the terms of the approved application, or if the improvements are not completed within one (1) year of CRA approval, ^ i f r_.,.. ee fails to p or if ozmrzcc-xmxo ro nxalce -tm r6VeEnBntS -Bf@t least V31iiP., the grant shall be deemed revoked and Grantee shall not be entitled to funding. 9. This Agreement shall be governed and construed pursuant to the laws of the State of Florida. 10. This Agreement contains the entire agreement of the parties and their representatives and agents, and incorporates all prior understandings, whether oral or written. No change, modification or amendment, or any representation, promise or condition, or any waiver, to this Agreement shall be binding unless in writing and signed by a duly authorized officer of the party to be charged. Commercial Building Improvement Grant Agreement FY 2010 2 16G q 11. This Agreement is personal to Grantee, and may not be assigned or transferred by Grantee or to Grantee's respective heirs, personal representatives, successors or assigns without the prior written consent of the CRA. IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first written above. (WiweA Si ature c� "J C Printed/Typed Name r i � t (2) 'RFit Si ature Printed/Typ d Name ATTEST:�° , A pp DWIG,'l: BROCf; �ferk �,. P� U 417 Approved as to form and legal sufficiency: klj 7 W J4 w•�-O Steven T. Williams Assistant County Attorney GRANTEE(s): R06e,.t c—, We, I'sso k 'VI oar Printed/Typed Name i Printed/Typed Name COLLIER COUNTY COMMUNITY REDEVELOPMENT AGE CY By:_ - JI OLETTA, Chairman Item # N64 Agenda Date Date a 3 Oq Rec'd Commercial Building Improvement Grant Agreement FY 2010 3 EXHIBIT__- A, ,.,r- _ n_r,.. C -BIG ADDlication (Detach and submit to CRA office_) 16G 4 BAYSHORE GATEWAY TRIANGLE Applicant Information Grantee Name 1pilro Grantee Address F.O. 13 ox 2 g 3 INAI'LVS,%I- 5gJOL Site Address Z" J IDAV L$ S L_VD NA -VL*X1 Ft� 34tt2.. Daytime Phone ' Alternate E -Mail Address Do you own or lease the property? 0� `' N I Occupational License No. (if applicable) Project Information Describe the existing conditions of the site (attach additional) sheets if/necessa ). vW t e- of �C�PrfN U� 1 O fC u� ; yt 10� Z G �u✓c ernQ u I Outline the proposed improvements in detail (attach additional sheets if necessary). YeOGltwKa �n t S�tb(t C2—) 01 veer, 2) Business O"neis: copY of occupational license. CRA STAFF: 1) Attach two color photos of each project to be performed. 2) Attach Property Appraiser ID. Estimated cost of improvements: $ U 0 Maximum rant award: $ B —a 1 Details EXHIBIT--L- Page I of I 16G 4 Property Record ( Aerial Sketches I Trim Notices Current Ownership Parcel No. 61833560002 Property Address 2669 DAVIS BLVD Owner Name CENTRAL PARK OF NAPLES INC Addresses PO BOX 2293 City NAPLES State FL Zip 34106 - 2293 G + T C L F NO 225025 COM SW CNR LT 28, N55FT, E 680FT, EI[N N275.43FT, E 124.58FT,S274.09 FT, W 125FT TO POB F., more than four lines of Legal Description please call the Property Appraiser's Office. Section Township Range Acres Map No. I Strap No. 0 50 25 F 0.79 1 504400 028.0035A02 Sub No. 504400 N G& T C L F UNIT 2 M llage. Area ''u'Millage School `� Use Code 20 65 6.145 4.909 `See Instructions for Calculations 2009 Preliminary Tax Roll Latest Sales History (Subject to Change) If all Values shown below equal this parcel was created after the Final Tax Roll Land Value $ 462,375.00 Date Book - Page Amount ( +) Improved Value $ 57,913.00 ( =) Just Value F$-5 2 —0,2 8 8-0 ( -) SOH Exempt Value ( =) Assessed Value $ 520,268.00 ( -) Homestead and other Exempt Value E 0.00 (_) Taxable Value $ 520,28800 (_) School Taxable Value (Used for School Taxes) $ 520,288.00 SOH = "Save Our Homes" exempt value due to cap on assessment increases. The Information is Updated Weekly. http:// www. collierappraiser .com/RecordDetai I. asp ?Map= &FolioID= 0000061833560002 10/16/2009 www.sunbiz.org - Department !o a BIT A Home Coni Us E -Filing services Document Searches Forms Halp Previous on List Next an List Return To List Emly, Name Search Events No Name History Submit Detail by Entity Name Florida Profit Corporation CENTRAL PARK OF NAPLES, INC Filino Information 7 Document Number K32986 FEI /EIN Number 650137650 Date Filed 09107/1986 State FL Status INACTIVE Last Event MERGED Event Date Filed 09 1122005 Event Effective Date NONE Principal Address 1101 FIFTH AVENUE SOUTH NAPLES FL 34102 US Changed 05/0111993 Mailing Address 1101 FIFTH AVENUE SOUTH NAPLES FL 34102 US Changed 05/172005 Registered Agent Name & Address V ISSENBORN, ROBERT E SR 1101 FIFTH AVENUE SOUTH NAPLES FL 34102 US Name Changed: 09121 11989 Address Changed. 0511 712035 Officer /Director Detail Name & Address Title DV Vi ISSENBORN, ROBERT E SR. 1101 FIFTH AVENUE SOUTH NAPLES FL 34102 US Title DV MISSENBORN, IRENE 1101 FIFTH AVENUE SOUTH NAPLES FL 34102 US Title DP BLUMERT, JANET 1101 FIFTH AVENUE SOUTH NAPLES FL 34102 US Annual Reports Report Year Filed Date 2003 051172005 2004 051172005 2005 051172005 Document Images 05117/2005— REINSTATEMENT View image in POP torment 11127/2000— REINSTAIEMENT View image in POP format Nola: This is not official reread. 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Previous oD List Next on List Return To List Entity Name Search Events No Name History Submit Hone i n[nI .,ry I I [ Blinn I—, I Iir ly j (:oVVri9�r anJ Plvn[Y Vcliuu CopYiylil Cc 204/ tilatc of Flon.la, na neihneiR of Page 1 of 1 16;G http: / /sunbiz.org/ scripts /cordet.exe? action= DEI'FIL &int_doc_ number— K32986 &inq_ca... 10/16/2009 Previous on List Next on List Events No Name History Detail by Entity Name Florida Profit Corooration CENTRAL PARK PROPERTIES, INC Filing Information Document Number P95000012901 FEI /EIN Number 650611811 Date Filed 09121 11995 State FL status ACTIVE Last Event MERGER Event Data Filed 0 9/1 212 0 0 5 Event Effective Date NONE Return To List Em Name Search Submit Principal Address 1101 5TH AVE SOUTH NAPLES FL 34102 hanged 011312001 Mailing Address =O BOX 2293 NAPLES FL 34106 hanged 05282002 Registered Agent Name & Address 3LUMERT, JANET 1101 5TH AVE S NAPLES FL 34102 Name Changed: 0924 /1999 4ddress Changed 0924 /1999 Officer /Director Detail Name & Address Title PS 3LUMERT, JANET 1101 5TH AVENUE SOUTH NAPLES FL Title P iVEISSENBORN, ROBERT E 1101 5TH AVE. SOUTH NAPLES FL 34108 Annual Reports Report Year Fled Date 2001 0211912007 2008 012812008 2009 01/12/2009 Documentlmages 01 11212009- ANNUALREPORT View image In POP format 01128;2008 - ANNUAL REPORT View image In POP format P211912007 ANNUAL REPORT View image in POP format 0113112006- NNUAL REPORT View image In POP format 0911212005 - Merger Vim image in POP format 112003 - ANNUAL REPORT View Image in PDF format 0811112004 - ANNUAL RE PORT View image In POP format 03104 /2003 - ANNUAL REPORT View image in PDF format 0512812002 - ANNUAL REPORT Mm image In PDF format 0113112001 - ANNUAL REPORT View Image in POP forma 01126 /2000 - ANNUAL RE PORT Vow Image In PDF format 0912411999 - ANNUAL REPORT Viminnageln PDFfornat 0210311998 - ANNUAL REPORT Page 1 of 2 16G ',.. 1, F,I '�I ir�l• Ji i.��.t, iy._ http: / /sunbiz.org /scripts /cordet.exe ?action =DETF fL &inl_doc _number= P95000072907 &i... 10/16/2009 4 www.sunbiz.org - Department of State View Image in PDF format QM71199]-- ANNUAL REPORT Yew Image in PDFtmmat M12611996 ANNUAL REPORT View image in PDF format ' Note: This is not official rewrd. See documents M question or conflict. Previous on List Next on List Retum To List EW;t Name Search Events No Name History Submit n„ r unlllq s, I —ln u m I VY....... ( 200) �iett al (I.� I�� D�Vni.miiit u1::ieti Page 2 of 2 16G 4 http: / /sunbiz.org/ scripts /cordet.exe? action= DE'I'FIL &inq_doc _number= P95000072907 &i... 10/16/2009 (Requestor's Name) (Address) (Address) (City/State/Zip/Phone #) PICK -UP 1:1 WAIT MAIL (Business Entity Name) (Document Number) Certified Copies Certificates of Status Special Instructions to Filing Officer: Office Use Only 7a9o7 Q'til)`.`f i`- � - -fljl li ll- : - -1��� ?hj'�r',�•�II r � nn O co i :n N I l41 Cn Central Park Properties, Inc. UCC Filing & Search Services, Inc. 1574 Village Square Boulevard, Suite 100 Tallahassee, Florida 32309 (850) 681 -6528— i EXHIBIT__ Filing Evidence _? Plain/Confirmation Copy q Certified Copy Retrieval Reques Photocopy El Certified Copy NEW FILINGS Profit Non Profit Limited Liability Domestication Other OTHER FILINGS Annual Reports Fictitious Name Name Reservation Reinstatement Ho116 G 4 FOR PICKUP BY UCC SERVICES OFFICE USE ONLY September 12, 2005 CORPORATION NAME (S) AND DOCUMENT NUMBER (S): Tyne of Document 2 Certificate of Status n Certificate of Good Standing c Articles Only i All Charter Documents to Include Articles & Amendments& last AR Q_ Fictitious Name Certificate L'? Other AMENDMENTS Amendment Resignation of RA Officer/Director Change of Registered Agent DissolutiorMithdrawal X Merger REGIS TRATI ON /QUALIFICATION Foreign Limited Liability Reinstatement Trademark Other %psi 16G ARTICLES OF MERGER OF CENTRAL PARK OF NAPLES. INC« A FLOAIDACORPORATION INTO CENTRAL PARK PROPERTIES, INC.. A FLORIDA CORPORATION Under Section 607.1109, Florida Statutes Pursuant to the provisions of Section 607.1109 of the Florida Statutes, the undersigned hereby certify by these Articles of Merger as follows: FIRST: The names, addresses, jurisdiction of the corporations which are parties to the merger are: Central Park of Naples, Inc., a Florida corporation 1101 Fifth Avenue South Naples, Florida, 34102 Central Park Properties, Inc., a Florida corporation 1101 Fifth Avenue South Naples, Florida, 34102 The surviving corporation is Central Park Properties, Inc., a Florida corporation, and it is to be governed by the laws of the State of Florida. SECOND: The Agreement and Plan of Merger is annexed hereto as Exhibit "A" and incorporated herein by reference in its entirety. THIRD: The Agreement and Plan of Merger was duly adopted by all of the stockholders ofCentral Park Properties, Inc., a Florida Corporation as of the _ day of June, 2005 in accordance with Section 607. 1108, Florida Statutes, and meets the requirements thereof and was duly adopted by all of the stockholders of Central Park of Naples, Inc., a Florida corporation as of the 3k day of June, 2005, in accordance with the laws of the Florida and meets the requirements thereof and is effective as of w n c 3 d 2005. FOURTH: The effective date of the merger shall be as of the filing of these Articles with the Florida Department of State. IN WITNESS WHEREOF, each of the corporations party to the merger has caused these Articles of Merger to be executed on its behalf by its duly authorized officers this 30 day of June, 2005. Attest: Attest: EXHIBIT_ VG L �+ [CORPORATE SEAL) Secretary [CORPORATE SEAL] Exhibit "A" - Agreement and Plan of Merger Central Park Properties Inc. a Florida corporation By: Pt pent Central Park of Naples. Inc. a Florida corporation By: e 'dent 166 4 AGREEMENT AND PLAN OF MERGER FILED 05 SEP I PM 12. 28 THIS AGREEMENT AND PLAN OF MERGER, dated this 3{� da R 2005 is made and entered into by and between CENTRAL PARK OF NAPLE§ gg ,1TE corporation ( "Naples ") and CENTRAL PARK PROPERTIES, Inc., a FloridaT a"o4t ` . (!I ?IDA "SURVIVING CORPORATION "). Naples and SURVIVING CORPORATION being sometimes referred to herein as the "Constituent Corporations ". W ITNESSETH: WHEREAS, Naples is a corporation duly organized under the laws of the State of Florida, having an authorized capital stock of 500 shares of Common Stock, of which as of the date hereof 100 shares of Common Stock are validly issued and outstanding. WHEREAS, the SURVIVING CORPORATION is a corporation duly organized under the laws of the State of Florida, having an authorized capital stock of 500 shares of Common Stock, of which as of the date hereof 100 shares of Common Stock are validly issued and outstanding. WHEREAS, the Board of Directors of each Constituent Corporation deems it advisable for the general welfare ofsuch Constituent Corporations and its shareholders that Naples be merged into the SURVIVING CORPORATION which shall be the surviving corporation and that the name of the surviving corporation shall be CENTRAL PARK PROPERTIES, Inc. WHEREAS, the Shareholders of Naples will receive in exchange for their stock in Naples, shares of common stock in the SURVIVING CORPORATION to reflect their ownership interest, as fully described in Article V hereinafter. NOW, THEREFORE, the Constituent Corporations hereby agree that Naples shall be merged with and into the SURVIVING CORPORATION in accordance with applicable laws of the State of Florida and the terms and conditions of the following Agreement and Plan of Merger: ARTICLE I The Constituent Corporations The names of the Constituent Corporations to the merger are CENTRAL PARK OF NAPLES, Inc., a Florida corporation and CENTRAL PARK PROPERTIES, Inc., a Florida corporation. ARTICLE II The Merger On the Effective Date (as hereinafter defined) Naples shall be merged with and into the SURVIVING CORPORATION (the "Merger"), upon the terms and subject to the conditions hereinafter set forth as permitted by and in accordance with the provisions of Florida Statutes Chapter 607 (the "Florida Law "). EXHIBITS 16G ARTICLE III Effect of Merger From and after the filing of the Articles of Merger in accordance with Article IX hereof, the Constituent Corporations shall be a single corporation which shall be the SURVIVING CORPORATION. From and after such filing, the separate existence of Naples shall cease, while the corporate existence of the SURVIVING CORPORATION shall continue unaffected and unimpaired. The SURVIVING CORPORATION shall have all the rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of a corporation organized under Florida Law. The SURVIVING CORPORATION shall thereupon and thereafter possess all the rights, privileges, immunities and franchises of a public, as well as a private, nature of each of the Constituent Corporations. All property, real, personal and mixed, and all debts due on whatever account, all other choses in action, and all and every other interest of or belonging to or due to each of the Constituent Corporations shall be taken and deemed to be transferred to and vested in the SURVIVING CORPORATION without further act or deed. The title to any real estate, or any interest therein vested in either of the Constituent Corporations, shall not revert or be in any way impaired by reason of such Merger. The SURVIVING CORPORATION shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Constituent Corporations, and any claim existing or action or proceeding pending by or against any of the Constituent Corporations may be prosecuted as if such Merger had not taken place, or the SURVIVING CORPORATION maybe substituted in its place. Neither the rights of creditors nor any liens upon the property of either of the Constituent Corporations shall be impaired by such Merger. ARTICLE IV Articles of Incorporation and Bylaws; Officers and Directors The Articles of Incorporation and Bylaws of the SURVIVING CORPORATION as in effect on the Effective Date shall survive the Merger, until the same shall thereafter be further amended or repealed as provided therein and by applicable law. Persons who shall serve as the Directors of the SURVIVING CORPORATION shall be: Name Address Janet Blumert 11015"' Ave South Naples, Florida 34102 Persons who shall serve as officers of the SURVIVING CORPORATION, and the offices in which they shall serve shall be as follows: Name Office Janet Blumert President Janet Blumert Vice President Janet Blumert Secretary and Treasurer 2 "EXHIBIT__ __ U U ARTICLE V Treatment of Shares of Constituent Corporations By virtue of the Merger and without any action on the part of the holders thereof, upon the Effective Date pursuant to this Plan of Merger, the shares of common stock of each of the Constituent Corporations currently held by the Shareholders of those corporations shall be exchanged for the common stock of the SURVIVING CORPORATION in the following manner, and the shares of stock of each of the Constituent Corporations prior to the Merger shall be canceled by the respective Constituent Corporations: 5.1 Each share of the Common Stock of CENTRAL PARK PROPERTIES, Inc, a Florida corporation outstanding immediately prior to the filing of the Articles of Merger in accordance with Article IX hereof, shall without any action on the part of the holder thereof, continue in existence as a share of the Common Stock of the SURVIVING CORPORATION and there shall be no distributions of cash or securities with respect thereto. 5.2 Each share of the Common Stock of Naples issued and outstanding immediately prior to the filing of the Articles of Merger, in accordance with Article IX, shall by virtue of the Merger and without any action on the part of the holder thereof, cease to exist, and be canceled and no cash, securities or other property shall be issued in respect thereof. ARTICLE VI Surrender of Certificates Each record holder of an outstanding certificate or certificates which represent shares of Naples Common Stock shall surrender such certificate or certificates as a condition to receiving Common Stock in the SURVIVING CORPORATION pursuant to this Agreement and Plan of Merger. ARTICLE VII Further Assurance If at any time after the Effective Date the SURVIVING CORPORATION shall consider or be advised that any further assignments or assurances are necessary or desirable to vest in the SURVIVING CORPORATION, according to the terms hereof, the title to any property or rights of the Constituent Corporation, the last acting officers and directors of the Constituent Corporation, as the case may be, or the corresponding officers or directors of the SURVIVING CORPORATION shall and will execute and make all such proper assignments or assurances and all things necessary or proper to vest title in such property or rights in the SURVIVING CORPORATION, and otherwise to carry out the purposes of this Agreement and Plan of Merger. sA I BIT�.— ARTICLE Vlll Approval by Shareholders 16G This Plan of Merger shall be approved by the respective Board of Directors of each Constituent Corporation and submitted to the respective Shareholders of each Constituent Corporations for ap roval as provided by the Florida Law and Florida law as applicable on or before the 3.�t_ day of vm, 2005. If duly adopted by the requisite vote of such Shareholders, Articles of Merger meeting the requirements of Florida Law shall be filed immediately in the appropriate office in Florida. ARTICLE IX Effective Date The merger ofNaples into the SURVIVING CORPORATION shall become effective at 5:00 pm on the date of filing of the Articles of Merger in accordance with Florida Law. The date on which such merger shall become effective is herein called the "Effective Date'. ARTICLE X Covenants of Naples Naples covenants and agrees that (a) it will not further amend its Articles of Incorporation prior to the Effective Date; and (b) it will not issue any shares of its capital stock or any rights to acquire any such shares prior to the Effective Date. ARTICLE XI Covenants of the SURVIVING CORPORATION The SURVIVING CORPORATION covenants and agrees that (a) it will not further amend its Articles of Incorporation prior to the Effective Date; and (b) it will not issue any shares of its capital stock or any rights to acquire any such shares prior to the Effective Date. ARTICLE X1I Termination Anything to the contrary herein or elsewhere notwithstanding, this Agreement and Plan of Merger may be terminated and abandoned by the Board of Directors of any of the Constituent Corporations at any time prior to the filing of the Articles of Merger. ARTICLE XIII Counterparts This Agreement and Plan of Merger may be executed in any number of counterparts, each of which when executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument. F- •EXHJBIT.L-� IN WITNESS WHEREOF, each of the parties to this Agreement and Plan of Merger has caused this Agreement and Plan of Merger to be executed by its duly authorized officer on the day and year above written. CENTRAL PARK PROPERTIES, Inc., a Florida corporation By: 14 2L- hLaua� J t Blumer , ident CENTRAL PARK OF NAPLES, Inc. a Fl 'da corporation By: Jqh4 Blumert, IT�sident I EXHIBIT_ Bayshore Applicant Commitment of Resources 16G a B �®FlIIf7l.t W, m' I / we, 4tA19 IN ner / tenant(s) of the commercial property located at ?.(41 kyis VVkPRJJ4. Fes, have the funding and all —r other capability necessary to begin the site improvements listed above and have the ability to complete all improvements within one year of the approval of the improvement grant by the Collier County Community Redevelopment Agency. I / we further affirm that payment for all work on approved improvements will come from accounts in my / our name(s) or the name(s) of entities registered in the State of Florida which I / we have incorporated or otherwise registered with the state (verification is required). Payment for improvements by from persons or entities not a party to this Grant Application is grounds for disqualification. Signature of Tenant (if leased) Signature of Tenant (if leased) (if jointly leased) LWA . niture of Jwner Signature of Owner (if jointly owned) Date Date i( Date Date 3 16G SPECTRUM CONTRACTING, INC. 16G GREYHOUND CENTRAL BUS TERMINAL 2669 Davis Blvd. Naples, FL 34104 To: Shirley Garcia c/o Bob Weissenborn Proposal /Contract October 12, 2009 3530 Kraft Road, Suite 100 Naples, Fl_ 34105 (239) 643 -2772 • Fax: (239) 280 -2919 PROTECTING TODAY'S STRUCTURE FOR TOMORROW EXHIBIT____, I J 16S Contractor to provide labor, materials, equipment and supervision to complete the scope of work outlined. INDEX A. Pressure Clean ............................................. ............................... Page 3 B. Primer / Sealer ................................................ ............................... Page 3 C. Crack Repair ................................................. ............................... Page 3 D. Sealants ....................................................... ............................... Page 3 E. Finish Coat ................................................... ............................... Page 4 F. Doors ............................................................ ............................... Page 4 G. Metal Mansard Roof / Soffit .......................... ............................... Page 4 H. Workmanship ............................................... ............................... Page 4 I. Warranty ....................................................... ............................... Page 4 J. Protection of Surfaces .................................. ............................... Page 5 K. Payment Schedule ....................................... ............................... Page 5 L. Commencement and Completion Dates ....... ............................... Page 5 M. Changes, Deletions or Additions .................. ............................... Page 5 N. Exclusions .................................................... ............................... Page 5 O. Pricing .......................................................... ............................... Page 6 2 License No.: CGC1517653 EXHIBITS A. Pressure Clean 16S Pressure clean all stucco and metal surfaces at area of work with a minimum of 2,000 PSI to remove chalking paint, mildew, dirt, and other contaminants. A chlorine /water mixture will be used as necessary to kill mildew and fungus. 2. Treat stucco surfaces showing signs of efflorescence with a 25% muriatic acid solution. Wire brush and rinse thoroughly. B. Primer /Sealer Apply one coat of Sherwin Williams Loxon surface conditioner alkyd masonry primer /sealer to all vertical exterior stucco surfaces that exhibit a chalking condition. Sealer is applied to penetrate the existing paint film and provide an acceptable substrate for the new paint film. 2. Hand scrape or mechanically remove paint film on delaminated stucco surfaces to render a sound surface prior to primer /sealer application. C. Crack Repair Detail all hairline cracks less than 1/16" with Conflex elastomeric patching compound brush grade. 2. Rout open and dust clean all cracks greater than 1/16 ", and fill with Sikaflex -15 LM one part, non - yellowing urethane. Apply a detailed coat of elastomeric patching compound over the repair. 3. Chip out, properly patch and seal rust spots in stucco prior to application of finish coat. D. Sealants Window and Door Frame Perimeters Inspect sealants at the perimeter of windows and door frames. Remove existing sealants where required, and install a continuous bead of Sikaflex -15 LM one part urethane sealant. Tool sealant to provide a professional finished appearance and to insure proper adhesion. License No.: CGC1517653 ,H, F G. I:A 16G Finish Coat 1. Apply one finish coat of Sherwin Williams Superpaint 100% acrylic satin paint. a. This material will be applied as a finish coat to stucco (cucumber green) Doors 1. Metal Doors and Jambs a. Sand and /or mechanically remove surface rust. b. Back prime bare metal or rust affected areas with one coat of Kemkromik rust inhibitive primer. C. Apply one finish coat of Sherwin Williams industrial alkyd enamel (pickle green). 2. No warranties against reoccurring rust. Metal Mansard Roof I Soffit 1. Pressure clean to remove dirt. 2. Prime with Sherwin Williams Direct To Metal primer. 3. Apply one finish coat of Sherwin Williams Direct To Metal finish (pickle green). Workmanship 1. Spectrum Contracting, Inc. employees are committed to providing our customers with the highest quality finished product in our Industry. We maintain a drug -free workplace and our employees receive ongoing training and educational programs to keep current with new innovations. Warranty 1. A seven (7) -year labor and material warranty will be provided by the paint manufacturer for the masonry portion of the project upon final completion and inspection of the work and full payment of the contract. 4 License No.: CGC1517653 r'M - -- '6S , J. Protection of Surfaces Proper protection will be provided for all existing surfaces that are not to receive a paint finish, such as roof, driveway, landscaping, etc. Damages created by Spectrum Contracting, Inc. to the premises shall be repaired at our cost. Spectrum Contracting, Inc. will not be responsible for damages to the interior of the building or the contents therein. K. Payment Schedule To be determined by Contractor and Owner upon undertaking of contract. L. Commencement and Completion Dates To be determined by Owner and Contractor upon undertaking of work. M. Changes, Deletions, or Additions Any changes, deletions or additions to the scope of work as described in this proposal will be agreed upon in writing before any additional work to this contract is commenced. N. Exclusions Not included in our base bid is the painting of interior surfaces of screened lanais, window frames, screen enclosure frames, hurricane shutters, metal roofs, roof tiles, walkway decks /floors, balcony decks /floors, sidewalks, parking garage floors, pool deck, mechanical equipment, light fixtures, or other surfaces not specifically mentioned in our detail of work. License No.: CGC1517653 __ _ --- -3IT -�- 16S 4 O. Pricing (Initial to Indicate acceptance) 1. Exterior Paint ....................... ......................$3,000.00 Total Contract Price ............ ............................... $3,000.00 Note: Labor rates are $52.00 per man -hour and include travel time one way from Spectrum's shop to the work site, as well as off -site labor expended in job set -up (mobilization), procurement of materials, equipment and supplies, and job closeout (demobilization). Time is rounded to the nearest quarter -hour. Material costs include state sales tax and a mark -up of 10% above Spectrum's cost. A one -time fee of $85.00 will be charged to all projects for the handling and disposal of hazardous waste. Respectfully submitted, SP E RUM CONTR TING, INC De n Forrest Estimator (239) 643 -2772 (239) 825 -5562 cell (239) 280 -2919 fax deanfAscifia.com Accepted: By: By: By: Title: Date: Title: Date: Title: Date: License No.: CGC1517653 Contractor Certification Detail Page Contractor Details Class Code: 4270 Class Description: PAINTING CONTR. Certification Number: 20494 Original Issue Date: 9/22/1999 Certification Status: ACTIVE Lxpiration Date: 9/30/2010 County Comp Card: Slate Number: State Fxpiration Date: Doing Business As Mailing Address I'hone Pax F SPECTRUM CONTRACTING, INC. 3530 KRAFT RD #100 NAPLES, FL 34105- (239)643 -2772 (239)643 -0693 ack Page 1 of 1 16G 4 Copyright ©2003 -2007 Collier County Government. 3301 t. Tarniami Trail, Naples, FL 341 12 I Phone 239- 774 -8999 Site Map I Privacy Policy and Disclaimer I Website developed by Vision Internet http: / /apps2.colliergov. net /webapps /vision/ConCert/Detai l.aspx ?cert =20494 10/16/2009 Oct 12 09 08:52a 2397936723 Cover All Inc. 2525 70th Street SW Naples, FL 34105 Phone: (239) 793-0995 Fax: (239) 793-6723 Name I Address SHIRLEY GARCIA OPERATIONS COORDINATOR BAYSHORE GATEWAY TRIANGLE CRA NAPLES. FL EXHIBIT f- -6723 Ship To P.1 16G 4 Estimate Date Estimate # 10/12/2009 242 CENTRAL BUS TERMINAL 2669 DAVIS BLVD NAPLES, FL %BOB WEISSENBORN P.O. No. I Project Description City Rate Total PROJECT: CENTRAL PARK BUS TERMINAL - Pressure clean and bleach complete exterior of building including sidewalks -Do all necessary chalking and patching prior to applying one coat of primer sealer -Prime and paint raw wood on North side of building -Prime and paint metal canopy - Repair approximately l foot of fascia board on the North East comer -The body and soffit board to be painted cucumber green -Metal door, roof and raised cornerstones to be pickle green Sherwin Williams A100 Satin Finish Coat with direct to metal on doors. Supply material, labor and all equipment for project. FOR SUM OF: 1 3,275.00 3,275.00 THANK YOU FOR CALLING US. I Total $3,275.00 Contractor Certification Detail Page EXHIBITS - - -. Contractor Details Class Code: 4270 Class Description: PAINTING CONTR. Certification Number: 12163 Original Issue Date: 12/8/1992 Certification Status: ACTIVE Expiration Date: 9/30/2010 Courtly Comp Card: 3418SC State Number: Stale Expiration Date: Doing Business As-: COVER -ALL, INC. Mailing Address: 2525 - 70TH STREET S.W. NAPLES, FL 34105 Mime: (239)793 -0995 Fax: (239)793 -6723 Back Page 1 of 1 16u 4 Copyright ©2003 -2007 Collier County Government. 3301 E Ian iaml I« ail, Naples, FL 341 12 1 Phone 239- 774 -8999 Site Map I Privacy Policy and Disclaimer I Website developed by Vision Internet http: / /apps2.colliergov. net / webapps /vision/ConCert/Detail.aspx ?cert=12163 10/16/2009