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Agenda 10/27/2020 Item #16B 1 (Metropolitan Naples Agreement)16.B.1 10/27/2020 EXECUTIVE SUMMARY Recommendation to approve a Development Agreement between Metropolitan Naples, LLC (successor to Real Estate Partners International, LLC) (Purchaser) and the BCC, regarding certain property benefits in connection with the sale and development of 5.27 acres of property located in the Bayshore Gateway Triangle Community Redevelopment Area. OBJECTIVE: To complete one of the Conditions Precedent to Purchaser's Obligation to Close set forth in Paragraph 9.a.(v), Seller Covenants as outlined in the Real Estate Purchase Agreement dated May 9, 2016, as amended (the "Purchase Agreement"), for the purchase of 5.27 acre mini -triangle catalyst site (the "Property") located in the Bayshore Gateway Triangle Community Redevelopment Area and proceed to closing as scheduled on or before November 13, 2020. CONSIDERATIONS: On April 26, 2016, Item 14.B.1, the Board of County Commissioners acting as the Collier County Community Redevelopment Agency Board (Seller), approved a Real Estate Purchase Agreement (Agreement) with Real Estate Partners International, LLC (Purchaser) for the purchase of 5.27 acres of property located within the Bayshore Gateway Triangle Community Redevelopment Area (BGTCRA) for $6,372,959. The Agreement was amended five times, all five amendments are included as attachments. The most recent amendment, the fifth amendment, ratified the assignment of the Agreement from REPI to Metropolitan Naples, LLC (MN) pursuant to Section 13 of the Agreement which allows REPI to assign its rights under the Agreement to an entity owned by or affiliated with the current principals of REPI and/or Jerry Starkey and F. Fred Pezeshkan. Pursuant to the Purchase Agreement and its assignment, MN is entitled to receive certain property benefits in connection with the development of a catalyst project on the Property. This Development Agreement outlines the following benefits MN will receive in connection with the redevelopment of the Property as a catalyst project: a) All existing impact fee credits that run with the Property. This amount to be determined at the time of the building permit application. b) Voluntary Cleanup Tax Credit ("Tax Credit") totaling $38,137.37 will be credited at closing. c) The right to discharge and convey stormwater generated on the Property into a County owned detention pond located east of Commercial Drive between Lee Street and Linwood Avenue, including the right to use all existing County easements, rights of way, and infrastructure in place. Necessary County system capacity improvements for stormwater conveyance from the project to the pond, as identified in the June 6, 2020 signed and sealed "Gateway Mini Triangle Drainage Report" by Barry E. Jones, P.E., shall be designed, permitted and constructed by the MN at MN's sole expense. d) Per Special Condition 17 of the South Florida Water Management District Environmental Resource Standard General Permit No. 11-02563-P issued December 3, 2009 to Collier County for the Gateway Triangle, the water quality treatment requirement is exempt for up to seventy percent (70%) impervious area of site coverage. e) Tax Increment Benefits specified in the Purchase Agreement have been addressed by the parties in a separate Tax Increment Rebate Agreement with MN's affiliate, Development Partners International, LLC, approved by the CRA and the County on September 8, 2020. Packet Pg. 597 16.B.1 10/27/2020 MN is also requesting the County's cooperation with MN's endeavor, at MN's sole expense, to vacate a portion of an utility easement encumbering a portion of the Property and assist with the relocation and construction of a new manhole at another location acceptable to MN. The County will contract with appropriate and qualified contractors consistent with County Procurement procedures to complete the work, but all costs and expenses thereof shall be borne by MN. FISCAL IMPACT: No additional impact is associated with this Agreement. All items were previously negotiated in the Purchase Agreement. GROWTH MANAGEMENT IMPACT: None LEGAL CONSIDERATIONS: The Agreement is approved for form and legality and requires a majority vote for approval. -JAB RECOMMENDATION: Recommendation that the Board of County Commissioners, approve a Development Agreement between Metropolitan Naples, LLC (successor to Real Estate Partners International, LLC) (Purchaser) and the BCC), regarding certain property benefits in connection with the sale and development of 5.27 acres of property located in the Bayshore Gateway Triangle Community Redevelopment Area. Prepared by: Debrah Forester, CRA Director ATTACHMENT(S) 1. DEVELOPMENT AGREEMENT CAO STAMPED (PDF) 2. Executed Purchase Agreement (PDF) 3. Purchase Agreement Exhibit A Legal Description (PDF) 4. Amendment 1. - 09.27.2016 (PDF) 5. Amendment 3 - 10.25.2016 (PDF) 6. Amendment 2 - Extension 10.05.2016 (PDF) 7. Amendment 4 July 10 2018 (PDF) 8. Amendment 5 090820 (PDF) Packet Pg. 598 16.B.1 10/27/2020 COLLIER COUNTY Board of County Commissioners Item Number: 16.13.1 Doe ID: 13883 Item Summary: Recommendation to approve a Development Agreement between Metropolitan Naples, LLC (successor to Real Estate Partners International, LLC) (Purchaser) and the BCC, regarding certain property benefits in connection with the sale and development of 5.27 acres of property located in the Bayshore Gateway Triangle Community Redevelopment Area. Meeting Date: 10/27/2020 Prepared by: Title: — County Manager's Office Name: Debrah Forester 10/13/2020 8:09 AM Submitted by: Title: — County Manager's Office Name: Debrah Forester 10/13/2020 8:09 AM Approved By: Review: County Manager's Office Growth Management Department Public Utilities Department Corporate Business Operations County Attorney's Office Office of Management and Budget Office of Management and Budget Budget and Management Office County Attorney's Office County Manager's Office Board of County Commissioners Debrah Forester Director - CRAs Jeanne Marcella Additional Reviewer George Yilmaz Additional Reviewer Sean Callahan Executive Director- Corp Business Ops Jennifer Belpedio Level 2 Attorney of Record Review Debra Windsor Level 3 OMB Gatekeeper Review Laura Zautcke Additional Reviewer Ed Finn Additional Reviewer Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Sean Callahan Level 4 County Manager Review MaryJo Brock Meeting Pending Completed 10/13/2020 8:09 AM Completed 10/15/2020 2:25 PM Skipped 10/15/2020 3:54 PM Completed 10/16/2020 10:52 AM Completed 10/19/2020 8:41 AM Completed 10/19/2020 9:04 AM Completed 10/19/2020 9:37 AM Completed 10/20/2020 10:43 AM Completed 10/21/2020 2:39 PM Completed 10/21/2020 2:43 PM 10/27/2020 9:00 AM Packet Pg. 599 16.B.1.a DEVELOPMENT AGREEMENT This Development Agreement (the "Development Agreement") is made this day of , 2020, by and between the Board of County Commissioners of Collier County, Florida, as the governing body of Collier County and as ex-officio the governing board of the Collier County Water -Sewer District ("County"), and Metropolitan Naples, LLC, a Florida limited liability company and/or assigns (the "MN"). BACKGROUND A. Real Estate Partners International, LLC ("REPI") and the Collier County Community Redevelopment Agency, an agency established by resolution of the Board of County Commissioners of Collier County, a political subdivision of the State of Florida ("CRA" ), were parties to that certain Real Estate Purchase Agreement dated May 9, 2016, as amended (the "Purchase Agreement"), for the purchase and sale of certain real property located in Collier County, Florida, as more particularly described in Exhibit A, attached, therein (the "Property"); B. By virtue of that certain Assignment of Contract, MN succeeded to certain of the rights, title and interest of REPI under the Purchase Agreement; C. Pursuant to the Purchase Agreement and its assignment, MN is entitled to receive certain property benefits in connection with the development of a catalyst project on the Property; and D. The Parties desire to enter into this Development Agreement to memorialize their understanding with respect to the property benefits MN will receive in connection with the redevelopment of the Property as a catalyst project. NOW, THEREFORE, for and in consideration of the premises, the mutual covenants and agreements herein set forth, and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby expressly acknowledged by the parties hereto, the parties hereto do hereby covenant and agree as follows: Recitals. The foregoing findings are true and correct and incorporated herein by this reference. 2. Property Benefits. MN shall receive the following benefits applicable to the redevelopment of the Property upon Closing and taking title to the Property: a) All existing impact fee credits that run with the Property. This amount to be determined at the time of the building permit application. b) Existing Voluntary Cleanup Tax Credit ("Tax Credit") held by CRA issued and dated July 1, 2013 and July 14, 2014, in the respective amounts of $28,168.55 and $26,979.38. Seller and MN acknowledge that Seller has previously assigned a Voluntary Cleanup Tax Credit # 287 held by CRA issued and dated July 1, 2013, in the amount of $28,168.55 to Valley National Bank for the total consideration of $24,647.48 (the "2018 Tax Credit Sale Price") and Voluntary Cleanup Tax Credit #348 held by CRA issued and dated July 14, 2014, in the amount of $26,979.3 8 to Valley National Bank for the total consideration of $13,489.69 (the "2019 Tax Credit Sale Price"). At Closing, Seller shall provide a credit to MN against the Purchase Price equal to the 2018 Tax Credit Sale Price and 2019 Tax Credit Sale Price. 2�p_�, d aM c as L tM a _ as E Q. 0 m a� c M 00 00 M Page 1 of 3 Packet Pg. 600 16.B.1.a c) The right to discharge and convey stormwater generated on the Property into a County owned detention pond located east of Commercial Drive between Lee Street and Linwood Avenue, including the right to use all existing County easements, rights of way, and infrastructure in place. Necessary County system capacity improvements for stormwater conveyance from the project to the pond, as identified in the June 6, 2020 signed and. sealed "Gateway Mini Triangle Drainage Report" by Barry E. Jones, P.E., shall be designed, permitted and constructed by the MN at MN's sole expense. d) Per Special Condition 17 of the South Florida Water Management District Environmental Resource Standard General Permit No. I1-02563-P issued December 3, 2009 to Collier County for the Gateway Triangle, the water quality treatment requirement is exempt for up to seventy percent (70%) impervious area of site coverage. e) Tax Increment Benefits specified in the Purchase Agreement have been addressed by the parties in a separate Tax Increment Rebate Agreement with MN's affiliate, Development Partners International, LLC, approved by the CRA and the County on September 8, 2020. 3. Cooperation. County shall use best efforts to cooperate with MN's endeavor, at MN's sole expense, to: (i) vacate a portion of that certain utility easement encumbering a portion of the Property recorded at Official Records Book 1435, Page 2017, of the Public Records of Collier County, Florida ("Easement"); (ii) assist with the construction of a new manhole on the existing sewer main, at another location acceptable to MN upstream of the sewer service lateral within the remaining portion of the Easement; and (iii) demolish the existing manhole within the portion of the Easement that is to be vacated. County shall contract with appropriate and qualified contractors to undertake (ii), above, but all costs and expenses thereof shall be borne by MN. 4. Severability. In the event this Development Agreement or any provision of this Development Agreement is for any reason held illegal or unenforceable by a court of competent jurisdiction, the parties shall attempt in good faith to negotiate a new agreement or provision that is legal and enforceable and that effectuates the intent and purpose of this agreement. To such extent, the provisions of this Development Agreement shall be deemed severable. 5. The benefits and obligations of this Development Agreement shall run with the land and may be assigned, in whole or in part, from time to time by MN and/or its successors and assigns at its/their discretion. 6. This Development Agreement represents the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes any prior understandings or agreements between the parties. No modifications to this Development Agreement shall be enforceable unless in writing and executed by both parties hereto. SIGNATURE PAGE TO FOLLOW REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Page 2 of 3 d am a M �L d d d a c d E a 0 d d 0 M 00 00 M Cell./ Packet Pg. 601 16.B.1.a IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written. ATTEST: CRYSTAL KINZEL, CLERK , Deputy Clerk Approved as to form and legality: COUNTY AND DISTRICT: Board of County Commissioners of Collier County, Florida, as the governing body of Collier County and as ex-officio the governing Board of the Collier County Water -Sewer District. Date: Burt L. Saunders, Chair By: Jennife . Bel edio, As . ounty Y Attome o p , o 12o� MN: 1 Metropolitan Naples, LLC By: Development Partners International, LLC, as manager By: J r12y,Ktarkey, as'President Date: STATE OF FLORIDA COUNTY OF COLLIER ) I HEREBY CERTIFY that the foregoing instrument was acknowledged before me by means of physical presence or ❑ online notarization, this 12th day of October, 2020, by Jerry Starkey, as President of D6velopment Partners International, LLC, as Manager of Metropolitan Naples, LLC, on behalf of the company, who [X] is personally known to me or who [ ] produced as idencation. (SEAL) Notar5'15ublic - State of Florida ,; ,pYPYe .,= CHARLES C. WHITTINGTON MY COMMISSION # GG 060326 EXPIRES; January 5, 2021 Bonded Thru Notary Public Underwriters Printed Name of Notary My Commission Expires; Page 3 of 3 Packet Pg. 602 16.B.1.b REAL ESTATE PURCHASE AGREEMENT THIS REAL ESTATE PURCHASE AGREEMENT ("Agreement") is made and entered into as of the Effective Date of this Agreement (as herein below defined), by and between Collier County Community Redevelopment Agency, an agency established by an ordinance of the Board of County Commissioners of Collier County, a political subdivision of the State of Florida ("Seller"), and Real Estate Partners International, LLC, a Delaware limited liability company and/or assigns ("Purchaser"). BACKGROUND A. Seller, a public body, is the fee simple owner of real property located in Collier County, Florida, containing approximately 5.27 acres more or less with entitlements permitting development thereon and being more particularly described in Exhibit A attached hereto and by this reference made a part hereof (the "Property"); B. The Property is located in the designated Baysliore/Gateway Triangle Community Redevelopment Area ("CRA"); C. In response to Seller's solicitation request for proposals to purchase the Property No. 16-6548, Purchaser made a proposal described in Exhibit B (the "Purchaser Proposal") which was selected for further consideration by Seller; and D. Seller and Purchaser desire to enter into a binding contract for the sale and purchase of the Property upon the terms and conditions herein below set forth. NOW, THEREFORE, for and in consideration of the premises, the mutual covenants and agreements herein set forth, and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby expressly acknowledged by the parties hereto, the parties hereto do hereby covenant and agree as follows: l . Recitals. The foregoing recitals are true and correct and are incorporated herein by this reference. 2. Agreement to Buy and Sell. Seller agrees to sell the Property to Purchaser and Purchaser agrees to purchase the Property from Seller in the manner and upon the terms and conditions set forth in this Agreement, together with (i) all tenements, hereditaments and appurtenances relating thereto or associated therewith, (ii) any and all plans, specifications, government entitlements, impact fee credits, utility and connection fees and credits, permits, approvals, authorizations and licenses relating to or affecting the Property, (iii) any and all right, title and interest of Seller in any street, road, alley or avenue adjoining the Property to the center line thereof, (iv) any and all of Seller's right, title and interest in any strip, hiatus, gore, gap or boundary adjustment area adjoining or affecting the Property, and (v) all right, title and interest of Seller, if any, (including all fictitious name rights and other name filing or registration rights of Seller, if any) in and to any names, and all derivations thereof and all logos, trademarks, trade names and other rights used in connection Packet Pg. 603 16.B.1.b therewith or pertaining thereto. 3. Earnest Money. a. Within two (2) business days after the Effective Date of this Agreement, Purchaser shall deposit with Dwight E. Brock as Collier County Clerk as Escrow Agent (the "Escrow Agent"), an earnest money deposit in the amount of Fifty Thousand and No/100 Dollars ($50,000.00) (said amount being referred to as the Initial Earnest Money. The Initial Earnest Money, as well as the Additional Earnest Money defined below, will be held by Escrow Agent in escrow pending Closing (as defined below) and upon Closing will be delivered to Seller or as Seller shall direct and credited to the Purchase Price (as defined below) at Closing, or returned to Purchaser in accord with the terms of this Agreement. b. Prior to the expiration of the Inspection Period as it may be extended (as defined in Section 7 below), Purchaser shall deposit with Escrow Agent an additional sum (the "Additional Earnest Money") so that the total Earnest Money at that point equals Six Hundred Thirty Seven Thousand Two Hundred Ninety -Five and 901100 Dollars ($637,29590) to be held in accordance with Subsection a. above. The terms "Earnest Money" or "Total Earnest Money" refer to both the Initial and Additional Earnest Money. After receipt of a W-9 form from Purchaser, the Escrow Agent shall invest the Earnest Money in an interest -bearing account, certificate of deposit, or a repurchase agreement. Any interest accrued or earned thereon shall be paid or credited to Purchaser except in the event of a default by Purchaser, and Seller being entitled to receive the Earnest Money pursuant to the terms of this Agreement in which event any interest, together with the Earnest Money shall be disbursed by Escrow Agent to Seller as liquidated damages in accordance with the terms of this Agreement. 4. Purchase Price. a. Purchase Price. The purchase price to be paid by Purchaser to Seller for the Property (hereinafter referred to as the "Purchase Price") is the sum of Six Million Three Hundred Seventy -Two Thousand Nine Hundred Fifty Nine and 00/100 Dollars ($6,372,959.00). b. Method of Payment. At the time of Closing, Purchaser shall pay the Purchase Price as Seller shall direct by wire transfer of immediately available funds or by locally drawn bank cashier's check„ toward which the Earnest Money previously paid by Purchaser shall be credited and subject to appropriate credits, adjustments and proration as provided in this Agreement. Access to Property By Purchaser and Provision of Information to Purchaser Prior to Closing. a. Access to Property. Purchaser shall at all times prior to the expiration of the Inspection Period (as defined in Section 7 below) have the privilege of going upon the Page 2 of 22 Packet Pg. 604 16.B.1.b Property with its agents, representatives and designees as needed to inspect, examine, survey and otherwise undertake those actions which Purchaser, in its discretion, deems necessary or desirable to determine the suitability of the Property for Purchaser's intended uses thereof. Purchaser shall maintain a log that Iists the dates and identities of all third party personnel visiting the Property during the Inspection Period and the general purpose of their visit. The Purchaser need not obtain advance approval for such visits from Seller. Purchaser, however, must notify the Seller of all such visits and provide the log information not later than five (5) days after each such visit. Said privilege shall include, without limitation, the right to make surveys, soils tests, borings, percolation tests, compaction tests, environmental assessments, environmental tests and tests to obtain any other information relating to the surface, subsurface and topographic conditions of the Property. After each such entry, Purchaser shall promptly restore the Property to its condition existing on the date of this Agreement less normal fair wear and tear, and Purchaser's agreement to restore the Property shall survive any termination of this Agreement. Following the expiration of the Inspection Period, as hereafter defined, Purchaser may install temporary facilities and signage on the Property, subject to ordinary permitting requirements for such facilities, for the purpose of preparing to close and develop the Property to include such activities as promoting community awareness of the proposed development, pre - marketing arid' pre -construction activities, and other general business purposes designed to advance the proposed development. Purchaser shall pay for the cost of such facilities and the maintenance, upkeep, and operation of such facilities. Purchaser shall indemnify and hold Seller harmless from and against any and all liens which may arise as a result of the activities on the Property by Purchaser or Purchaser's agents, representatives, and designee, and against any and all claims for death of or injury to persons or damage to properties arising out of or as a result of the activities of Purchaser or of Purchaser's agents, representatives, or designees pursuant to the provisions of this Section. Purchaser's foregoing indemnity of Seller and obligations under this Section shall survive the Closing or any termination of this Agreement. b. Delivery of Information Relating to Propert . Within three (3) business days following the Effective Date, Seller shall deliver to Purchaser the documents regarding the Property listed on Exhibit C attached hereto. Within thirty (30) days following the Effective Date, Seller shall deliver to Purchaser documentation setting forth any tax, impact fee or utility connection credits applicable to the Property, as well as any and all previously paid impact fees and utility connection credits and fees arising from the existing structures and/or uses on the Property which would be credited against future impact or utility connection fees due upon redevelopment of the Property in conformance with Code of Ordinance Section 74-201(c), 6. Survey and Title Matters. a. Survey. Purchaser may, at its cost, prior to Closing obtain a current survey of the Property ("the Survey") prepared by a registered land surveyor, licensed in the State of Florida (the "Surveyor"). The Survey shall be certified to the Purchaser, Seller, Purchaser's attorney, and the Title Company (as defined below). The Surveyor's seat shall be affixed to the Survey. If the Survey reflects any encroachments or projections or any condition that adversely affect the marketability of title, then Purchaser shall notify Seller of the matter within twenty (20) days after receipt of the Survey. If this notice is given to Seller before the end of the Inspection Period, as subsequently defined herein, Seller shall exercise good faith efforts Page 3 of 22 Packet Pg. 605 16.B.1.b to cause the removal of the matter to the extent otherwise required under the provisions5`F_tKe following Section 6(b). If not so provided, Seller shall have no such obligation and following the Inspection Period the existence of such conditions shall not be a cause for termination by the Purchaser nor shall the removal of such conditions be a condition precedent to closing. b. Title Evidence/Title Objections. Prior to Closing, Purchaser shall obtain, at Purchaser's expense a current title insurance commitment and a copy of all exceptions referred to therein (the "Title Conunitment") from Old Republic Title Insurance Company or other licensed title insurance company acceptable to Purchaser (the "Title Company"). The Title Commitment shall set forth the requirements to issue an ALTA Form "B" title insurance policy in the amount of the Purchase Price (the "Title Policy"), which Title Policy shall insure the Purchaser's fee simple title to the Property. Purchaser shall examine the Title Commitment and the matters therein in its schedules B 1 and B2 affecting title to the Property. If, based on such schedules, Purchaser has any objections thereto (the "Title Objections"), then Purchaser shall notify Seller of the Title Objections during the Inspection Period (as defined in Section 7 below). Purchaser may object to matters that: (i) adversely affect the marketability of title to the Property in accordance with law; (ii) are set forth as requirements by the Title Company in schedule B l ; or (iii) are encumbrances, easements, restrictions or other matters encumbering the Property, whether or not scheduled as exceptions to coverage in schedule B2, if Purchaser believes that they will interfere with, restrict, or adversely affect its proposed use of the Property. Any matters shown on schedule B2 to which Purchaser does not so timely object will be considered as Permitted Encumbrances to which Purchaser shall take title subject to. Seller shall have no obligation to cure any such Title Objections, but Seller shall notify Purchaser within five (5) days after receipt of Purchaser's notice of Title Objections as to whether Seller is willing to cure all or any of Purchaser's Title Objections. Purchaser's sole remedy shall be to terminate this Agreement prior to .the expiration of the Inspection Period if Purchaser is not satisfied with Seller's election as to title matters. In the event that Seller elects to cure any Title Objections, Seller shall have until the Closing Date (as defined below) to attempt to cure them. If Seller is unable or unwilling (provided, however, that if the Seller has caused a particular Title Objection or if Seller has given notice to Purchaser that it has elected to cure such Title Objection, then Seller shall exercise good faith efforts with respect to such title defect that it caused or elected to remove, to remove the defects by the Closing Date). if despite Seller's election to cure it is not able to do so by the Closing Date, then Purchaser shall have the option of either accepting title as it then exists, or extending the closing date by mutual agreement with the Seller, or demanding a refund of the Total Earnest Money paid hereunder which shall be returned forthwith to Purchaser, and thereupon Purchaser and Seller shall be released of all further obligations under this Agreement. At any time prior to Closing, Purchaser shall be entitled to have the effective date of the Title Commitment (or subsequently updated title commitment) brought current and if the updated Title Commitment (or prior updated title commitment as the case may by) reveals any matters which were not contained in the original Title Commitment which adversely affect the marketability of title, then Purchaser shall notify Seller of such adverse matter and Seller shall exercise good faith efforts to cause the removal of the adverse matter to the extent otherwise required under the provisions of this Section. Page 4 of 22 Packet Pg. 606 16.B.1.b 7. Inspection Period and Due Diligence. a. Purchaser shall have until one -hundred twenty (120) days after the Effective Date (hereinafter referred to as the "Inspection Period") to: (i) determine if the Property is satisfactory to Purchaser in Purchaser's sole and absolute discretion; (ii) evaluate the feasibility of obtaining the approvals identified in the Land Use Entitlement Condition in Sections 8 and 9(a)(iv) to enable Purchaser to use the Property as Purchaser has proposed; (iii) evaluate the economic feasibility of its development, and other matters affecting the Property; (iv) determine that all government permits, approvals, and entitlements, as now exist respecting the Property remain in full force and effect; (v) evaluate the acceptability of the Permitted Encumbrances in Purchaser's sole and absolute discretion; (vi) meet and negotiate with the cell telephone tower tenant on the Property concerning the possible future relocation of the cell telephone tower were Purchaser to close on the purchase of the Property and proceed with its planned development; (vii) evaluate the ability to obtain various CRA benefits that may be available, including but not limited to, approval for Tax Increment Financing respecting the Property; and (viii) prepare and evaluate applications with Collier County, in its governmental capacity, to rezone the Property, and if and as necessary, to amend the Collier County Growth Management Plan and/or Land Development Code then obtain related permits to allow for and authorize development as outlined in the Purchaser Proposal, all as specified in Sections 8, 9(a)(iv) and 9(a)(v) and to obtain various CRA benefits that may be available. Seller, as the owner of the Property hereby authorizes Purchaser to do so. If, for any reason, Purchaser is not satisfied with the Property or the results of its inspections, or evaluations, then Purchaser may at its sole and absolute -,discretion, by written notice to Seller delivered on or before the expiration of the Inspection Period, terminate this Agreement, in which event Escrow Agent shall promptly refund to Purchaser the Initial Earnest Money, with any interest actually earned thereon, and thereafter the parties hereto shall have no further rights, duties, or obligations to sell or purchase hereunder. If Purchaser fails to give any such written notice on or before the expiration of the Inspection Period, then such termination right shall be deemed waived and of no further force or effect. During the Inspection Period, Purchaser may, in Purchaser's sole discretion and at Purchaser's expense, have the Property tested and inspected to determine if the Property contains any hazardous or toxic substances, wastes, materials, pollutants or contaminants. As used herein, "Hazardous Substances" shall mean and include all hazardous and toxic substances, wastes or materials, any pollutants or contaminates (including, without limitation, asbestos and raw materials which include hazardous components), or other similar substances, or materials which are included under or regulated by any local, state or federal law, rule or regulation pertaining to environmental regulation, contamination or clean-up, including, without limitation, "CERCLA", "RCR ', or state superlien or environmental clean-up statutes (all such laws, rules and regulations being referred to collectively as "Environmental Laws"). Purchaser may obtain a hazardous waste report (the "Report) prepared by a licensed or registered engineer. Purchaser shall maintain a log that lists all third party consultant engagements and tracks their status. Purchaser shall have all such third party reports certified to Purchaser and to Seller. In the event that Purchaser terminates this Agreement at any time, Purchaser shall immediately deliver the originals of all such third party reports, as well as the log, to Seller. The third party reports and log need not be provided to Seller if Purchaser closes the purchase. b. Notwithstanding anything herein to the contrary, at Purchaser's option, Page 5 of 22 Packet Pg. 607 16.B.1.b Purchaser may extend the Inspection Period for an additional thirty (30) days upon written notification to Seller during the Inspection Period and delivery to Seller of a sum of Ten Thousand and 00/100 Dollars ($10,000.00) as consideration for the extension. Should Purchaser close on this Agreement, Purchaser shall receive a credit for this additional Escrow Deposit towards the Purchase Price. C. During the Inspection Period Purchaser will meet with the Naples Airport Authority (NAA) to discuss the proposed building height and to determine what concerns, if any, the NAA may have and how such may be satisfied or mitigated. No later than thirty (30) days prior to expiration of the Inspection Period Purchaser will provide to Seller a written Height Notice,. which will contain a summary of its discussion with the NAA, and copies of any correspondence, agreements of support or statements of no objection regarding a specific building height on the Property. If the Height Notice summary report and NAA correspondence demonstrate support or no objection to buildings of the height contained in Purchasers Proposal, or such lower height that is acceptable to Purchaser, then Seller and Purchaser hereby agree that such lower height shall replace 200 feet as the height in Exhibit E and the applicable condition in section 9(a)(iv). If, however, the Height Notice does not include specific correspondence demonstrating support or no objection to buildings of a specific height, then Purchaser in such Height Notice will advise the Seller of what building height lower than 200 feet, if any, would be acceptable to Purchaser to preserve the catalytic nature of Purchasers Proposal, and therein also provide a summary of why Purchaser believes such lower height should replace 200 feet as the height contained in Exhibit E and the applicable condition in section 9(a)(iv). In this circumstance, Seller must advise Purchaser in writing within ten business (10) days after receipt of such Height Notice as to whether Seller will accept the inclusion of such building height, as Purchaser has indicated will be acceptable to it, as an included requirement in the Land Use Entitlement Conditions described in Section 8 below. If Seller agrees to the height outlined under either Height Notice scenario, then approval of such height by all relevant government bodies shall be a part of the Land Use Entitlement Conditions. If Seller does not so agree it must advise Purchaser as to the height it will accept as part of the Land Use Entitlement Conditions. Seller's failure to timely respond in such ten business (10) day period will be deemed to be agreement to inclusion as an entitlement condition in section 8 below. By agreeing to set a height limit as an entitlement condition, the Seller in no way diminishes the rights or obligates the Board of County Commissioners to review and approve or disapprove the land use application during the entitlement process. The Purchaser recognizes that agreement by the Seller to establish a height for the purposes of an entitlement condition in no way predetermines a height approval for the purposes of the land entitlement process. d. Upon expiration of the Inspection Period and any extension periods granted, the Initial Earnest Money and any payment made to extend the Inspection Period it, as provided in Section 7(b) above, as well as the Additional Earnest Money, shall be considered non-refundable, except to the extent the conditions precedent to Purchaser's performance in Section 9 are not satisfied. Provided, however, the Initial Earnest Money will be non-refundable even if the Land Use Entitlement Conditions defined in Section 8 below are not satisfied. 8. Land Use Entitlement Conditions. Among all other conditions in paragraph 9, Purchaser's obligation to purchase the Property is contingent on Purchaser obtaining final Page 6 of 22 Packet Pg. 608 16.B.1.b approval of any rezone, and any amendment(s) to the Collier County Growth Management Plan and/or Land Development Code, as are necessary to obtain such rezone, to permit the uses (inclusive of height) outlined in Purchaser Proposal as more specifically described in Exhibit E (the "Land Use Entitlement Conditions"). In order to have this condition apply, Purchaser must: (i) submit its application to Colder County to rezone the Property, together with any additional lands Purchaser may own or have contracted to buy, and to amend the Collier County Growth Management Plan and/or Land Development Code not later than sixty (60) days after the end of the Inspection Period, as it may be extended, and (ii) comply with all applicable requirements to set (and actually request) a hearing on the rezone application before the Board of County Commissioners. Purchaser's application to rezone the Property shall include a reasonably detailed site or master plan with elevation sketches, such detailed site or master plan shall be submitted no later than ninety (90) days prior to the Collier County Planning Commission hearing. Purchaser shall pursue such applications with reasonable diligence and in a timely and commercially reasonable manner consistent with the prevailing standards of practice applicable to handling and processing land use matters in Collier County, Florida. Purchaser acknowledges that Seller desires that Purchaser attempt to satisfy the Land Use Entitlement Conditions within twelve (12) months after the date of the applicable applications. Purchaser will attempt to meet such time frame. In furtherance thereof, Seller agrees to use its best efforts to cause the Collier County Growth Management Division and/or the Board of County Commissioners to: (i) designate the application submitted by Purchaser as "Fast Track Process" (whereby county staff will be required to review and respond to. any submittals within fifteen (15) business days); (ii) cause the applications for amendments to the' Collier County Growth Management Plan and Land Development Code, to be processed concurrently with Purchaser's application to rezone the Property; and (iii) permit any amendment to the Collier County Comprehensive Plan to be received and processed "out of cycle", if necessary. The Purchaser, in turn acting in good faith, shall respond to comments from any submittal for review within fifteen (15) business days. Notwithstanding the persistence of Purchaser and Seller in diligently pursing the Entitlement process, the Parties agree the filial BCC Hearing may ultimately occur outside the twelve (12) month processing goal, and agree there is no outside date for closing so long as Purchaser is pursuing the entitlements in an expeditious and timely manner consistent with the standards set forth herein. Closing shall be scheduled and occur in accordance with Paragraph I I (a), below, based on the timing of all such approvals by the Collier County Board of County Commissioners. In accord with Section 9(a)(iv), should the Purchaser wish to include additional lands owned by third parties in the application for approval of the Land Use Entitlement, the Purchaser shall provide an updated Purchaser Proposal identifying the additional land and Purchaser's plans for its inclusion with the Property in such application and allow the Seller a thirty (30) day review period. The Seller reserves the right to approve or deny the updated Purchaser Proposal within the review period. Failure to respond to the Purchaser's updated Purchaser Proposal within the review period shall be interpreted as approval by the Seller. Should the Seller deny the updated Purchaser Proposal, the Purchaser shall have the right to terminate this Agreement and receive a return of the Additional Earnest Money, but not the Initial Earnest Money. Page 7 of 22 Packet Pg. 609 16.B.1.b 9. Conditions Precedent to Purchaser's Obligation to Close - Seller Covenants. a. Conditions Precedent. The obligation of Purchaser to close under this Agreement is expressly conditioned upon the satisfaction by, and as of the time of, the closing of the conditions listed below in this paragraph, provided that, Purchaser, at its election, may waive any such conditions: (i) From and after the Effective Date, there shall not have been or be any adverse environmental condition affecting the Property provided that this condition precedent shall not apply in the event that such change were to have been caused directly or indirectly by Purchaser or Purchaser's agents. (ii) From and after the Effective Date, there shall not have been or be any moratoriums in effect or be proposed that would delay use of any approvals, permits and entitlements pertaining to the Property, or prevent, restrict or delay the ability to develop the Property as then approved, permitted, zoned and entitled. (iii) From and after the Effective Date, there shall not have been or be any adverse change in the condition of Seller's title to the Property or the physical condition of the Property and all existing entitlements, permits and approvals remain in full force and effect and unmodified, except as provided herein. (iv) The Property, together with any adjoining land as,. -Purchaser may then own or have contracted to purchase as Purchaser may wish to include inanyapplication, has been rezoned, and any amendments to the Collier County Growth Management Plan and/or Land Development Code as are necessary to obtain the approvals that are required to satisfy the Land Use Entitlement Conditions, outlined in Exhibit E The Land Use Entitlement Condition must have been finally approved by all required government bodies with any and all applicable appeal rights or rights by third parties to challenge having expired. In order for Purchaser to be able to include any land other than the Property in its proposed rezoning of the Property and as part of its Land Use Entitlement Condition, and for the approval thereof to be a condition precedent, the following conditions must apply: (1) The owner/seller of such other or adjoining land must agree in writing that if the requested rezoning of the Property, together with such other or adjoining land is approved and thereafter the Purchaser does not close on the purchase of the Property in accord with the terms of this Agreement that the Seller and the Board of County Commissioners of Collier County shall have the right to reverse the rezoning of the Property and of any such other or adjacent land and to return it to the zoning as existed prior to the rezoning initiated by Purchaser under this Agreement; (2) Any covenants, easements or other agreements intended to burden the Property as a part of any such rezoning may only be effective if, as, and when Purchaser closes and takes title to the Property but shall also, at the Seller's option, be assignable to the Seller in the event Purchaser does not close the purchase in accord with this Agreement and Seller wishes to leave the new zoning in place. Page 8 of 22 Packet Pg. 610 16.B.1.b (v) Approval or confirmation of the Property Bene s e one an described in Exhibit r and inclusion in a development agreement to be entered into between Purchaser and Collier County at or before Closing. (vi) All representations and warranties of Seller remain true and correct in all material respects as of Closing. (vii) Seller performing as required under this Agreement. (viii) Any other conditions precedent set forth elsewhere in this Agreement. b. In the event that any of the foregoing conditions precedent to Closing are not satisfied by a date eighteen (18) months after the date Purchaser submits its initial application for rezoning and/or amendment(s) to the Collier County Growth Management Plan and/or Land Development Code, then, in such event, Purchaser shall have the option of: (i) waiving the condition precedent and closing without reduction to the Purchase Price in accordance with the other terms and provisions of this Agreement; or (ii) canceling this Agreement by providing Seller written notice of such cancellation no later than 9:00 AM on the date scheduled for Closing in which event Purchaser shall receive a refund of the Additional Earnest Money. In the event that Purchaser fails to timely provide Seller with written notice of its election of either option (i), or (ii) herein, then, Purchaser shall be deemed to have elected option (ii). Notwithstanding the eighteen month (18) limitation above, on written request from the Purchaser, the County Manager may, but is not obligated to, extend this 18 month period for successive 30 day periods up to a total of 6 months after the end of such 18 month period. . 10. Land Use Entitlement Condition and Property Benefit Approval. As specified in Sections 8 and 9(a)(iv), Purchaser shall have the right, prior to Closing, to file applications with Collier County to: (i) rezone the Property; (ii) amend the Comprehensive Growth Management Plan and/or Land Development Code, as applicable to the Property, consistent with the Purchaser Proposal as it may be updated in accord with Section 8 and the Land Use Entitlement Conditions. Purchaser shall pay all fees and costs of such applications. Seller agrees to execute such authorizations, designations of agents and approvals and consents as may be required for Purchaser to do so. As specified in Sections 8 and 9(a)(iv), Purchaser has the right to include additional contiguous and adjacent land owned by Purchaser, or which it may subsequently contract to purchase, in such applications subject to restrictions and limitations as set forth in this agreement. 11. Closing Date and Closing Procedures and Requirements. a. Closing Date. The closing (the "Closing") shall be held on or before fifteen (15) business days after final action by the Collier County Board of County Commission, and the expiration of all applicable appeals periods, of the last of the (i) rezoning of the Property; and (ii) amendment to the Comprehensive Growth Management Plan and/or Land Development Page 9 of 22 Packet Pg. 611 16.B.1.b Code, as applicable to the Property, consistent with Purchaser's Proposal and the Land Use Entitlement Conditions, but only after and conditioned on the satisfaction of all conditions set forth in Section 9. Closing shall be held at the offices of the agent for the Title Company. Closing may also occur on an earlier date at a time selected by Purchaser upon at least fifteen (15) business days prior notice to Seller. The failure of the Purchaser to close by the Closing Date without excuse in accord with the terms of this Agreement (e.g. non -satisfaction of conditions precedent and Seller failure to perform) shall result in a forfeiture of all funds held in escrow and termination of the Agreement as specified in section 17. Seller, at is sole discretion, may extend the Closing Date one time for thirty (30) days subject to an extension fee of $25,000 paid by the Purchaser. The fee is in addition to the Purchase Price and is nonrefundable. b. Conveyance of Title/Assignments/DeIiveries at Cl. At the Closing, Seller shall execute and deliver to Purchaser a General Warranty Deed conveying good and marketable fee simple title to the Property subject only to the Permitted Encumbrances. Seller shall also provide Purchaser with assignments, with consents as needed, of any and all professional plans, specifications and other work product and development entitlements, approvals, credits and permits, as are applicable to the Property. Seller and Purchaser agree that such documents (including, but not limited to resolutions, certificates of good standing and certificates of authority as may be necessary to carry out the terms of this Agreement) shall be executed and/or delivered by such parties at the time of Closing, including, without limitation., a customary owner's affidavit in form sufficient to enable the Title Company to delete all standard title exceptions other than survey exceptions from the Title Policy and a certificate duly executed by Seller certifying that Seller is not a foreign person for purposes of the Foreign Investment in Real Property Tax Act (FIRPTA) which certificate shall include Seller's taxpayer identification number and address or a withholding certificate from the Internal Revenue Service stating that Seller is exempt from withholding tax on the Purchase Price under FIRPTA. Seller shall also provide Purchaser with an estoppel letter from the cell telephone tower tenant confirming: (i) the terms of the lease to be as has been represented by Seller; (ii) the status of rent and security deposits; and (iii) the absence of any rights in the Property other than as set forth in the lease. C. Prorating of Taxes Responsibility for Assessments and Proration of Rent. All real property ad valorem taxes and other recurring taxes and assessments applicable to, or encumbering the Property and rents shall be prorated as of the Closing Date between Seller and Purchaser. Tax and assessment prorations to be based upon the most recently available tax or general assessment rates and valuations with respect to the Property. Special assessments or liens therefor pertaining to capital improvements that benefit the Property which: (i) have been completed; or (ii) that are payable prior to the Effective Date, whether or not the improvements have been made as of the Effective Date, are to be paid by Seller. d. Closing Costs. At the Closing, Purchaser shall pay for any applicable state, county, and other applicable documentary stamps or other transfer taxes; Purchaser shall pay: (i) the cost of all of its inspections and investigations of.the Property; (ii) all costs related to any Purchaser's financing; (iii) the premium on Purchaser's Title Policy and any charges for the Title Commitment; (iv) the cost of recording the general warranty deed; and (v) all other costs incurred by Purchaser. Each party shall pay its own attorneys' fees and costs. Page 10 of 22 Packet Pg. 612 16.B.1.b e. At closing, and as a condition to Purchaser funding the disbursement of the proceeds of the sale, the Title Company must endorse the Title Commitment and/or issue the Title Policy, in either case to: (i) insure the gap and eliminate any exceptions for it; (ii) insure title in Purchaser's name; and (iii) delete all standard exceptions other than for unpaid current taxes. f. Covenant Against Voluntary Annexation. Purchaser acknowledges that the deed conveying the Property shall include a covenant approved by the Collier County Attorney that states in substantial part that Purchaser and every successor owner in title shall not: 1) petition or otherwise request to annex the Property into a municipality; and/or 2) vote or agree in any way to a municipality initiated annexation of the Property. This covenant shall run with the Property, and will be fully binding on any successor, heir, and assign of the Purchaser. This covenant is a substantial part of the material consideration given to the County in connection with the sale of the Property. In the event the covenant is violated, Purchaser, or its then successors in interest, shall pay to the Seller all costs, including attorney's fees, incurred by the Seller in enforcing this covenant. This covenant shall be separately enforceable by the Community Redevelopment Agency of Collier County and by the Collier County Board of County Commissioners. All obligations under this Section shall survive the closing and delivery of the Warranty Deed. 12, Post -Closing Maintenance Covenant. Following Closing, Purchaser agrees that it shall use reasonable diligence to clean up the Property and thereafter maintain the Property in a manner that is consistent with that typically used by developers in urban settings who are anticipating marketing a planned development project thereon, but which is not substantially in excess of the general standard of maintenance in the Davis Triangle Area. 11 Assignment. Purchaser may assign Purchaser's rights under this Agreement to an entity that is owned by or affiliated with the current principals of Purchaser, and/or with Jerry Starkey and F. Fred Pezeshkan. 14. Possession of Property. Seller shall deliver to Purchaser full and exclusive possession of the Property on the Closing Date, 15. Condemnation/Risk of Loss. In the event that all of the Property or any portion thereof is taken by eminent domain prior to Closing, Purchaser shall have the option of either: (i) canceling this Agreement and receiving a refund of the Total Earnest Money, whereupon both parties shall be relieved of all further obligations under this Agreement except those that explicitly survive termination of this Agreement; or (ii) proceeding with Closing without reduction of the Purchase Price, in which case Purchaser shall be entitled to all condemnation awards and settlements, if any. Seller retains the risk of loss pending Closing. In the event that the Property is damaged or destroyed by fire or other casualty prior to Closing, Seller shall have the option to repair and restore it to the same condition as existed before the fire or casualty and Closing shall be deferred for up to sixty (60) days to permit such repair and restoration. If Seller elects not to repair and restore or if Seller is unable to repair and restore within such sixty (60) day period, then Purchaser shall have the option of either: (i) canceling this Agreement and receiving a refund of the Total Earnest Money, whereupon both parties shall be released from all Page 11 of 22 Packet Pg. 613 16.B.1.b further obligations under this Agreement except those that explicitly survive termination o is Agreement; or (ii) proceeding with Closing without reduction in the Purchase Price or claim against Seller therefor, in which case Purchaser shall be entitled to all insurance proceeds, if any, resulting from such casualty. 16. Warranties and Representations of Seller. Seller hereby represents and warrants to Purchaser, as follows: a. Seller has the full right, power and authority to enter into and deliver this Agreement and to consummate the purchase and sale of the Property in accordance herewith and to perform all covenants and agreements of Seller hereunder. b. Seller's U.S. Taxpayer Identification Number is 59-6000558 and no withholding of sale proceeds is required with respect to Seller's interest in the Property under Section 1445(a) of the Internal Revenue Code. C. There are no present violations of any ordinances, regulations, laws or statutes of any governmental agency related to the Property or improvements thereon. d. There are not presently pending any condemnation actions with respect to the Property nor has Seller received written notice of or is Seller aware of any being contemplated. C. After the Effective Date, Seller shall not do anything to cause any change in the existing zoning classification or entitlements that benefit the Property unless requested to do so by Purchaseror consistent with the Agreement. There is no litigation pending against or respecting the Property. g. Seller has not heretofore entered into. any agreements, or allowed or suffered to be filed or created, any new conditions, that adversely affect title, use or development of the Property that are not listed in Exhibit "D" which will be binding against the Property following Closing. h. To the best of Seller's knowledge there is no hazardous or toxic waste or contamination located on the Property. Notwithstanding anything in this Section 16 or the other provisions of this Agreement to the contrary, the correctness of any representation or warranty made by Seller under this Agreement shall also be a condition precedent to Purchaser's obligation to close as provided in Section 9 of this Agreement. The representations and warranties contained in this Section shall survive Closing. 17. Defaults. Upon a default by Purchaser under this Agreement and Purchaser's failure to cure the default within thirty (30) days following notice thereof in writing from Seller, then Escrow Agent shall pay the Earnest Money, plus any interest actually earned thereon, to Page 12 of 22 Packet Pg. 614 16.B.1.b Seller as its sole and exclusive remedy, in lieu of all others, as liquidated damages and in full settlement of any claims or damages whereupon this Agreement shall become null and void and of no further force or effect. It is hereby agreed that Seller's damages may be difficult to ascertain and that the Earnest Money paid by Purchaser to the Escrow Agent constitutes reasonable liquidation thereof and is intended not as a penalty, but as liquidated damages, Seller shall have no right to seek specific performance of this Agreement or any claim for actual damages. Notwithstanding anything herein to the contrary, Seller shall not be required to provide said thirty (30) days notice if Purchaser's default is its failure to close on the Closing Date. Upon a default by Seller under this Agreement and Seller's failure to cure the default within thirty (30) days following notice thereof in writing from Purchaser, Purchaser may, at its option, and as its sole and exclusive remedies in lieu of all others require that the Total Earnest Money paid to the Escrow Agent, plus any interest actually earned thereon, be refunded to Purchaser by Escrow Agent or Purchaser may enforce specific performance of Seller's obligation to close under this Agreement. 18. Real Estate Brokers. Purchaser hereby represents and warrants to Seller that Purchaser has not engaged or dealt with any agent, broker or finder in regard to this Agreement or to the sale and purchase of the Property contemplated hereby. Purchaser hereby indemnifies Seller and agrees to hold Seller free and harmless from and against any and all liability, loss, cost, damage and expense, including, but not limited to, attorney's fees and costs of litigation, both prior to and on appeal, which Seller shall ever suffer or incur because of any claim by any agent, -broker or finder, engaged by Purchaser, whether or not meritorious, for any fee, commission or other compensation with respect to this Agreement or to the sale and Purchase of the Property contemplated hereby. Seller hereby represents and warrants to Purchaser that Seller has not engaged or dealt with any agent, broker or finder in regard to this Agreement or to the sale and purchase of the Property contemplated. Seller hereby indemnities Purchaser and agrees to hold Purchaser free and harmless from and against any and all liability, loss, cost, damage and expense, including but not limited to attorneys' fees and costs of litigation both prior to and on appeal, which Purchaser shall ever stiffer or incur because of any claim by any agent, broker or finder engaged by Seller, whether or not meritorious, for any fee, commission or other compensation with respect to this Agreement or to the sale and Purchase of the Property contemplated hereby. 19. Notices. Any notices which may be permitted or required hereunder shall be in writing and shall be deemed to have been duly given as of the date and time the same are personally delivered, transmitted electronically (i.e. telecopier device with printed transmittal confirmation) or within three (3) days after depositing with the United States Postal Service, postage prepaid by registered or certified mail, return receipt requested, or within one (1) day after depositing with Federal Express or other overnight delivery service from which a receipt may be obtained, and addressed as follows: To Purchaser Real Estate Partners International, LLC 1415 Panther Lane Naples, Florida 34109 Page 13 of 22 Packet Pg. 615 16.B.1.b Attn: Mr. Jerry Starkey Telephone: (239) 514-4001 Facsimile: (239) 514-4005 With a copy to: Richard C. Grant, Esq. Grant Fridkin Pearson, P.A. 5551 Ridgewood Drive, Suite 501 Naples, Florida 34108 Telephone: (239) 514-1000 Facsimile: (239) 514-0377 To Seller: Collier County Community Redevelopment Agency Attn: Leo E, Ochs Jr, County Manager 3299 Tamiami Trail East #202 Naples, FL 34112 Telephone: (239) 252-8383 Facsimile. (239) 252-4010 With a copy to: Jeffrey A. Klatzow, Esq, Collier County Attorney Collier County Attorney's Office 3299 East Tamiami Trail, Suite 800 Naples, FL 34112-5749 Telephone: (239) 252-8400 Facsimile: (239) 774-0225 or to such other address as either party hereto shall, from time to tune, designate to the other party by notice in writing as herein provided. 20. Escrow Agent. The parties shall utilize the Collier County Clerk as Escrow Agent, pursuant to an agreement acceptable to the parties and the Collier County Clerk. With respect to any terms between this agreement and the escrow agreement to be entered with the Clerk, the Clerk -approved escrow agreement shall prevail. Escrow Agent, as escrow agent, is acting in the capacity of a depository only, and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall be caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement among any of the parties to this Agreement or among them or any of them and any other person, resulting in adverse claims and demands being made in connection with or for any Property involved herein or affected hereby, Escrow Agent shall be entitled to refuse to comply with any such claims or demands as long as such disagreement may continue, and in so refusing, shall make no delivery or other disposition of any Earnest Money then held by it under this Agreement, and in so doing Escrow Agent shall not become liable in any way for such refusal, and Escrow Agent shall be entitled to continue to refrain from acting until (a) the rights of adverse claimants shall have been finally settled by binding arbitration or finally adjudicated in a court assuming and having jurisdiction of the Earnest Money involved herein or affected hereby (after all applicable periods for appeal have Page 14 of 22 Packet Pg. 616 16.B.1.b expired), or (b) all differences shall have been adjusted by agreement and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Further, Escrow Agent shall have the right at any time after a dispute between Seller and Purchaser has arisen, to pay any Earnest Money held by it into the registry of any court of competent jurisdiction for payment to the appropriate party, whereupon Escrow Agent's obligations hereunder shall terminate and Escrow Agent shall be automatically released of any and all obligations. All costs of the escrow and the Escrow Agent shall be shared equally between Purchaser and Seller. 21. General Provisions. No failure of either party to exercise any power given hereunder or to insist upon strict compliance with any obligation specified herein, and no custom or practice at variance with the terms hereof, shall constitute a waiver of either party's right to demand exact compliance with the terms hereof This Agreement contains the entire agreement of the parties hereto, and no representations, inducements, promises or agreements, oral or otherwise, between the parties not embodied herein shall be of any force or effect. The Purchaser Proposal and Seller's solicitation have merged into it. Any amendment to this Agreement shall not be binding upon any of the parties hereto unless such amendment is in writing and executed by Seller and Purchaser. The provisions of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, administrators, executors, personal representatives, successors and assigns. Time is of the essence of this Agreement. Wherever under the terms and provisions of this Agreement the time for performance falls upon a Saturday, Sunday, or Legal Holiday, such time for performance shall be extended to the next business day. This Agreement may be executed in multiple counterparts, oaeh of which shall constitute an original, but all of which taken together shall constitute one and the same agreement. The headings inserted at the beginning of each Section are for convenience only, and do not add to or subtract from the meaning of the contents of each Section. Seller and Purchaser do hereby covenant and agree that such documents as may be legally necessary or otherwise appropriate to carry out the terms of this Agreement shall be executed and delivered by each party at the Closing. This Agreement shall be interpreted under the laws of the State of Florida. 22. Survival of Provisions. The covenants, representations and warranties set forth in this Agreement shall survive the Closing. 23. Severability. This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations. If any provision of this Agreement or the application thereof to any person or circumstance shall, for any reason and to any extent, be invalid or enforceable, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby but rather shall be enforced to the greatest extent permitted by law. 24. Attorneys' Fees. In the event legal action is brought to interpret or enforce this Agreement, any provision hereof or any matter arising herefrom, the prevailing party shall be entitled to recover its reasonable costs, fees and expenses, including, but not limited to, witness fees, expert fees, consultant fees, attorney, paralegal and legal assistant fees, costs and expenses and other professional fees, costs and expenses at trial or on appeal. Page 15 of 22 Packet Pg. 617 16.B.1.b 25. Effective Date. When used herein, the tenn "Effective Date" or the phrase "the date hereof' or "the date of this Agreement" shall mean the last date that either Purchaser or Seller execute this Agreement. IN WITNESS WHEREOF, Purchaser, Seller, and Escrow Agent have caused this Agreement to be executed as of the dates set forth. Printed name of iritnesr �2 A iMess #1 Printed name of ultness 01 Witness 02 Prirrled name of uvitness V Approved Jeffrey A. PURCHASER: Real Estate Pa ers International, LLC By: Je1x�, Starkey Title: 0 Date:_...l� SELLER: Collier County Community Re -Development Agency By:c TIM NANC E , Chair Date:-.- 4126/16 ity Attorney Page 16 of 22 ATTEST., DWIQHT E.,� O)�, K, Mf RK A , �''a si�nature'o��y�1 z; , � Packet Pg. 618 16.B.1.b 4/26/2016 14. B.1. EXHIBIT A Legal Description Page 17 of 22 Packet Page -373- Packet Pg. 9 16.B.1.b 4/26/2016 14. B.1. EXHIBIT B Purchaser Proposal Proposal from Real Estate Partners International, LLC in response to Solicitation 16-6548, Sale of Gateway Triangle Parcels, dated December 15, 2015, or as amended through the inspection period or this Agreement, a copy of which can be found attached to this Agreement: Page 18 of 22 Packet Page -374- Packet Pg. 620 16.B.1.b 4/26/2016 14. B.1. EXHIBIT D Permitted Encumbrances Any matters to be shown on the Title Commitment referenced in Section 6(b) to which Purchaser does not timely object in accord with such Section 6(b). Page 20 of 22 Packet Page -376- Packet Pg. 6 1771 16.B.1.b EXHIBIT D Permitted Encumbrances Any matters to be shown on the Title Commitment referenced in Section 6(b) to which Purchaser does not timely object in accord with such Section 6(b). Page 20 of 22 Packet Page -376- Packet Pg. 622 16.B.1.b 4/26/2016 14. B.1. EXHIBIT E Land Use Entitlement Conditions A small-scale and/or other amendment to the Collier County Growth Management Plan and/or the Collier County Land Development Code and an amendment to the Gateway Triangle Mixed Use Overlay District Mixed Use Sub -District (GTMUD-MXD) to increase the permitted residential density of the Property from twelve (12) residential units per acre to twenty-six (26) units per acre. Any amendments to the Collier County Growth Management Plan and/or the Collier County Land Development Code and GTMUD-MXD required to change the permitted building height on the Property for residential and hotel uses from 112 feet to 200 feet (not to exceed 18 stories), or lesser amount as agreed upon during the Inspection Period, as well as any related changes to accommodate the development of the Property outlined in the Purchaser Proposal. Page 21 of 22 Packet Page -377- Packet Pg. 623 16.B.1.b 4/26/2016 14. B.1. EXHIBIT F Property Benefits To Be Received By Purchaser 1. All existing impact fee credits that run with the Property. 2. Existing Voluntary Cleanup Tax Credits held by Seller issued and dated July 1, 2013 and July 14, 2014, in the respective amounts of $28,168.55 and $26,979.38. 3. The right to transport and discharge stormwater generated on the Property into a Collier County owned retention pond located east of Commercial Drive between Lee Street and Linwood Avenue, including the right to use all existing Collier County easements, rights of way, infrastructure in place with capacity such as pipes and lines, as determined to the satisfaction of Purchaser and Seller during the Inspection Period subject to SFWMD permitting approvals 4. Exemption from required on Property site pre-treatment of storm water so long as the on Property site impervious surface is not more than 70%, as determined to the satisfaction of Purchaser and Seller during the Inspection Period subject to SFWMD permitting approvals 5. Collier County documented approval of a Tax Increment Rebate agreement equal to fifty percent (50%) of the new annual applicable increment for the ten (10) year period following completion of the final phase of building construction on the Property. Base Taxable value shall be calculated by the assessed value of the Property as of closing date. Page 22 of 22 Packet Page -378- Packet Pg. 624 16.B.1.c 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 corner of said Lot 6; thence along the west tine and southerly extension of said Lot 6, south 00 degrees 33'46" 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 33'46" 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"8.3", an arc of 158.65 feet, the chord for which bears South 53 degrees 53'54" East to the east line of said Lot 5 and the end of said curve; 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 1965 Tamiami Trail East and Folio ID #77510200006, having a physical address of 1933 Tamlami Trail East Parcel 1 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 Northeasterly right of way line of the said Tamiaml Trail run in a Southeasterly direction for 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 run 338.2 feet, thence deflect 113 degrees 30'10" from Northeasterly to Northwesterly and run 107.18 feet thence deflect 66 12 rr Packet Pg. 625 16.B.1.c Exhibit A degrees 29'50" from Northwesterly to Southwesterly and run 295.46 feet to the said Northeasterly right of way line of said Tamiami Trail, thence in a Southeasterly direction run 98.29 feet along the said Northeasterly right of way line 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 Book 4, Page 38. Parcels 1 and 2 Less: That portion of Lot 4, Triangle Lake, a subdivision, as per plat thereof recorded in Plat Book 4, Page 38, Public Records of Collier County, Florida, and that portion of the northwest %, all being in Section 11, Township 50 south, Range 25 East. 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 3346" 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 arc 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" East 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 59'11" 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 44'11.6", an arc length of 148.21 feet, the chord for which bears 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 are 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 ID #00388440007, having 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 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 known as Dixie Highway), of Section 11 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 13 Packet Pg. 626 16.B.1.c Exhibit A establish the Point of Beginning; thence from the Point of Beginning deflect 90 degrees from the Southeasterly to the Northeasterly and 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 to Northwesterly and run 63.91 feet; thence deflect 66 degrees 29 minutes 50 seconds form Northwesterly to Southwesterly and run 338.2 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 1/4 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 degrees 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 are of said curve to the right, having a radius of 11,629.16 feet, a central angle of 00 degrees 29'17.3", an are 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; thence along said northerly existing right of way line, the arc of said curve to the left, having a radius of 11,609.16 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. 14 t Packet Pg. 627 GRANT FRIDKIN PEARSON September 28, 2016 Via hand delivery and email NickCasalanpuida(@colliergov.net Collier County Community Redevelopment Agency Attn: Mr. Nick Casalanguida, Assistant County Manager 3299 Tamiami Trail East, Suite 202 Naples, FL 34112-5729 Re: 5.27 acre Bayshore Gateway Mini -Triangle property Dear Mr. Casalanguida: 16.B.1.d 1684 CHARLES C. WHITTINGTON Attorney at Law 239.514.1000 Ext. 2016 cwhitti ngton (ggfpac. corn Per your request, enclosed please find two originals of the Amendment to Real Estate Purchase Agreement that have been executed by Real Estate Partners International, LLC. After they have been counter -signed by the County, please return one (1) original to our office. Very truly yours, Charles C. Whittington Enclosures CCW/tf cc: Jeffrey A. Klatzkow, Esq., County Attorney Leo Ochs, County Manager Richard C. Grant, Esq. Real Estate Partners International, LLC Q GRANT FRIDKIN PEARSON, PA. Packet Pg. 628 16.B.1.d 16B4 AMENDMENT REAL ESTATE PURCHASE AGREEMENT THIS AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT ("Amendment") is made and entered into this Z��day of September, 2016, by and between Collier County Community Redevelopment Agency, an agency established by an ordinance of the Board of County Commissioners of Collier County, a political subdivision of the State of Florida ("Seller"), and Real Estate Partners International, LLC, a Delaware limited liability company and/or assigns ("Purchaser"). For good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby expressly acknowledged by the parties, the parties agree that the Real Estate Purchase Agreement between them dated May 9, 2016 (the "Agreement") is modified in the following respects: 1. Exhibit E to the Agreement — "The Land Use Entitlement Conditions" - is hereby deleted and the following is hereby substituted in its place: EXHIBIT E Land Use Entitlement Conditions A small-scale and/or other amendment to the Collier County Growth Management Plan and/or the Collier County Land Development Code and an amendment to the Gateway Triangle Mixed Use Overlay District Mixed Use Sub -District (GTMUD- MXD) to increase the permitted residential, hotel, office and retail density of the Property to the densities included in the Revised Site Plan attached as EXHIBIT 3. Any amendments to the Collier County Growth Management Plan and/or the o Collier County Land Development Code and GTMUD-MXD required to change t the permitted building height on the Property for residential, hotel, retail, and a E office uses from 112 feet to 160 feet, to accommodate the development of the Property outlined in the Purchaser Proposal, as amended to include EXHIBIT 3. E a 2. The Purchasers Proposal attached as Exhibit `B" to the Agreement is revised to incorporate the Revised Site Plan and information thereon attached as EXHIBIT 3. All specific E references within Purchasers Proposal to site plans, height and density shall henceforth be deemed to refer to the information contained on the attached EXHIBIT 3. a 3. Except as hereby modified, the Agreement remains in full force and effect. [Remainder of Page Intentionally Blank. Signature Page to Follow] 1 Packet Pg. 629 Executed as of the day and year written below. SELLER: Collier County Community Re -Development Agency By: v' e" da*c-e_ TIM NANCE, CHAIRMAN Dated: v t. ATTEST: DWIGHTE. BROCK, CLERK Depu , uJ lv Vli .S signature only. A ­ Jeffrey A. and legality County Attorney PURCHASER: Real Estate Partners International, LLC 16.B.1.d 16B4 a Packet Pg. 630 T7 m �D .;;r m V-4 (al6ueial iuiw ;uauaaaa6V }uawdolanaa : £88£ 6) 9LOZ'LZ'60 - ' L ;uewpu9wV :;uauayaejjv EXHIBIT 3 Ln w 0 U. r M CD a1 a m m a (al6ueial iuiw ;uauaaaa6V }uawdolanaa : £88£ 6) 9LOZ'LZ'60 - ' L ;uewpu9wV :;uauayaejjV 0 Cl. N Cl) CD 6 a m m a (al6ueial iuiw ;uauaaaa6V }uawdolanaa : £88£ 6) 9LOZ'LZ'60 - ' L ;uewpu9wV :;uauayaejjV 1 N$� CO a U Rj N N C) U U cy.., O O N W C13 V) 0 4) co 0 a w 0 cd an W en v cz 0 4� 1..I Q1 cz O i M M CD 6 a m V m a Ln 0 M sn b.p cz a. O U. (alBueij.L!uiyy luawoajBV juawdolOAOa f:88C6) 9LOZ'LZ'60 - I Iu8wPu8wv:juawqoejjv CD Cl) a. so 4) Ln a. '0 0 o 77 44 99 -ol; - v 1 I I I ml-4118 i ill Li. (al6ueial iuiw ;uauaaaa6V }uawdolanaa : £88£ 6) 9LOZ'LZ'60 - I 1u8uapu8wv :;uauayaejjv `1 * M g cp 8885555 t LO M CD 6 a m V m Ln a w 0 Ln U. 1 16.B.1.e THIRD AMENDMENT REAL ESTATE PURCHASE AGREEMENT THIS THIRD AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT ("Amendment") is made and entered into this2SN�- day of October, 2016, by and between Collier County Community Redevelopment Agency, an agency established by an ordinance of the Board of County Commissioners of Collier County, a political subdivision of the State of Florida ("Seller"), and Real Estate Partners International, LLC, a Delaware limited liability company and/or assigns ("Purchaser"). For good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby expressly acknowledged by the parties, the parties agree that the Real Estate Purchase Agreement between them approved April 26, 2016 and dated May 9, 2016, as previously amended by that certain Amendment to Real Estate Purchase Agreement dated September 27, 2016, as well as by that certain letter agreement dated October 5, 2016 confirming an administrative extension of the Inspection Period as ratified by Seller on October 11, 2016 (collectively, the "Agreement") is modified in the following respects: 1. Purchaser and Seller acknowledge that, until relocated, the cell tower located on a the Property will prohibit Purchaser's intended development of the Property and that Purchaser's a Proposal, as referenced in the Agreement, contemplated that Purchaser would not have to bear o the cost of its relocation. The Purchaser and the Seller discussed the encumbrance of the cell > tower during the negotiation of the Agreement and concurred that the details of eliminating the o encumbrance would be settled during the due diligence period as both the Purchaser and Seller recognized that the relocation must be done cooperatively. It is further understood that Purchaser o has had discussions with the cell tower owner/operator/lessee who has tentatively agreed to relocate the cell tower offshe temporarily during construction or permanently and that any future discussions with the cell tower owner/operator/lessee will include a Seller's representative. N Purchaser and Seller recognize that reaching an agreement with the cell tower N owner/operator/lessee for the relocation of the cell tower is necessary in order to proceed with o the development of the Property. Accordingly, obtaining such an agreement in writing shall be a condition to Closing and Section 9.a. of the Agreement is hereby amended to add as a new r subsection (ix) the following: Purchaser, Seller and the owner/operator/lessee of the cell tower a on the Property have entered into a binding agreement concerning the relocation of the cell tower off the Property or within the Property, but in a manner that does not interfere with Purchaser's planned development of the Property. Q 2. In the event costs are incurred by the owner of the Property in connection with the relocation of the cell tower, Purchaser and Seller hereby agree that, if Purchaser were to close on the purchase of the Property, then after Closing, they will share the cost to relocate the cell tower located on the Property as follows: a. $500,000.00 shall be withheld at Closing from Seller's net sales proceeds and retained in escrow by Old Republic National Title Insurance, as escrow agent (the "Escrow Account"); b. Any and all costs to relocate the cell tower up to the first $250,000.00 shall be borne solely by Seller and paid out of the Escrow Account; c. In the event the costs to relocate the cell tower exceed $250,000.00, any and all costs in excess of such $250,000.00, up to $750,000.00, shall be borne Packet Pg. 636 16.B.1.e equally between Purchaser and Seller. Seller's equal share of such costs will be paid out of the Escrow Account. Seller shall not be required to pay any additional monies over and above the Escrow Account, except as provided in Section e, below; d. In the event the costs to relocate the cell tower exceed $750,000.00, any costs in excess of such $750,000.00 shall be paid solely by Purchaser; and e. Provided, however, in the event Purchaser does incur any costs in excess of such $750,000.00, then the Tax Increment Rebate ("TIR") (as identified in Exhibit F to the Agreement) for the Property shall be increased from 50% to 100% until such time as Purchaser has been reimbursed, by such increased 50% share of the TIR, for all costs in excess of the $750,000.00. Once fully reimbursed, the TIR share shall be reduced back to 50% for the remaining balance of the TIR's ten (10) year duration. 3. Section II.a. of the Agreement is modified to provide that in the event the condition in Section 9.a.(ix) is not satisfied by the time for Closing, then Purchaser may unilaterally elect to extend the date of Closing until such condition is satisfied. 4. The terms of Section 2 of this Amendment shall survive Closing. 5. Except as hereby modified, the Agreement remains in full force and effect. Executed as of the day and year written below. SELLER: PURCHASER: Collier County Community Re -Development Real Estate Partners International, LLC Agency By: / 4�4e _ Tim Nance, Chair Dated: to`2S41b legality Jeffrey A. Klatzkow, County Attorney By: lerryAtarkey EO Dated: ATTEST'- -Deputyy Clete Attest as to Chairman's signature only. co 0 N LO N 0 r Packet Pg. 637 REAL ESTATE 16.B.1.f JERRY STARKEY Chief Executive Officer 1415 Panther Lane Naples, Florida 34109 Tel: 239.514,4001 Fax: 239.514.4005 js Oa rept rs. com zorolzo. repirs. coat PARTNERS INTERNATIONAL,LLC October 5, 2016 Via U.S mall and eirail Leo Oehs(&olliergov.►iet Collier County Community Redevelopment Agency Attn: Mr. Leo E. Ochs Jr., County Manager 3299 Tamiami Trail East, Suite 202 Naples, FL 34112-5729 Re: 5.27 acre Bayshore Gateway Mini -Triangle property (the "Property") Dear Mr. Ochs: This letter confirms that the Purchaser has requested and the Seller (as defined below) has granted the Purchaser (as defined below) an administrative extension of the Inspection Period, as defined in Section Ta of the Real Estate Purchase Agreement by and between Collier County Community Redevelopment Agency ("Seller") and Real Estate Partners International, LLC ("Purchaser") dated May 9, 2016 ("Purchase Agreement"), through and including October 28, 2016. We understand and acknowledge this administrative extension must be ratified by the BoCC at its October 11, 2016 hearing. Based on this administrative extension, the Additional Earnest Money, required under Section 3.b of the Purchase Agreement, will be deposited on October I2, 2016 (instead of October 6, 2016), following the ratification of the administrative extension by the BoCC. In the event the administrative extension is not ratified by the BoCC at its October 11, 2016 hearing, Purchaser will, nevertheless, be permitted to deposit the Additional Earnest Money with the Escrow Agent by not later than October 12, 2016 so as to timely satisfy its obligation under Section 3.b of the Purchase Agreement. Notwithstanding anything to the contrary, it is agreed that if this administrative extension is ratified as described, the Total Earnest Money remains refundable to Purchaser if it terminates the transaction prior to the expiration of the Inspection Period as extended herein. Please signify you�reement with the terms of this letter by signing and returning a copy. Very:effiey rs, J cc:ick Casalanguida Klatzkow, Esq. Richard C. Grant, Esq. Agreed to and accepted: In Leo E. Ochs Jr., County Manager Dated: Packet Pg. 638 16.B.1.g FOURTH AMENDMENT REAL ESTATE PURCHASE AGREEMENT THIS FOURTH AMENDMENT TO RE�L ESTATE PURCHASE AGREEMENT ("Amendment") is made and entered into this day of July, 2018, by and between Collier County Community Redevelopment Agency, an agency established by an ordinance of the Board of County Commissioners of Collier County, a political subdivision of the State of Florida ("Seller"), and Real Estate Partners International, LLC, a Delaware limited liability company and/or assigns ("Purchaser"). For good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby expressly acknowledged by the parties, the parties agree that the Real Estate Purchase Agreement between them approved April 26, 2016 and dated May 9, 2016, as previously amended by that certain Amendment to Real Estate Purchase Agreement dated September 27, 2016, as well as by that certain letter agreement dated October 5, 2016 confirming an administrative extension of the Inspection Period as ratified by Seller on October 11, 2016 and further amended by that certain Third Amendment to Real Estate Purchase Agreement dated October 25, 2016, and by letter agreement dated June 19, 2018 (collectively, the "Agreement") is modified in the following respects: 1. Seller and Crown Castle South, LLC (the "owner of the cell tower" that is the subject of the conditions in section 9(a)(ix) of the Agreement and the Third Amendment of the Agreement) are in the process of negotiating an agreement to relocate the cell tower as required by the Third Amendment to this Agreement. Purchaser and Seller acknowledge that, until relocated, the cell tower located on the Property will prohibit Purchaser's intended development of the Property. Accordingly, Purchaser is a named third -party beneficiary to that relocation agreement. To allow for the tower to be relocated, Section 11. of the Agreement is hereby amended to extend the closing date to thirty (30) days after last to occur of: (i) the termination of Lease with the cell tower owner required by the cell tower relocation agreement; (ii) removal of the cell tower and all related equipment from the Property; and (iii) decommissioning of the cell tower. The time to satisfy the related condition in section 9(a)(ix) is extended accordingly. 2. It is agreed that the Land Use Entitlement Conditions set forth in section 9(a)(iv) of the Agreement have been satisfied. All conditions in Section 9(a) other than item (ix) are to be satisfied at closing. 3. Presently there is $637,295.90 in earnest money deposit in an escrow account pursuant to the terms of this Agreement. Purchaser and Seller agree that these funds may be disbursed to the cell tower owner in accordance with the terms of the cell tower relocation agreement executed by Seller and the cell tower owner. Each party will execute such documents as the escrow agent requires to release such funds. At closing the Purchaser will be credited, as appropriate, for the expenditure of such funds against its obligation to bear a share of the cell tower relocation costs in accord with the terms of the Third Amendment, and the balance toward the purchase price of the Property. However, if for any reason the closing does not take place due to the failure to satisfy the tower relocation conditions in section 9(a)(ix) of this Agreement, then Seller is obligated to promptly refund the amount released back to the escrow from which it was released. Packet Pg. 639 16.B.1.g 4. Except as hereby modified, the Agreement remains in full force and effect. Executed as of the day and year written below. SELLER: Collier County Community Re - Development Agency By: Donna Fiala, Chair Dated: 1�%O �\S- ATTEST: CRYSTAL K. KINZEL, INTERIM CLERK hest as to Ch1;ray c. signature only. Approved for form and legality: PURCHASER: Real Estate Partners International, LLC By• Je Starkey, CEO Dated: 0 61 Zz 0a, Jennifer A. �ni �\\� Assistant County Attorney \ 2 EQ Packet Pg. 640 FIFTH AMENDMENT REAL ESTATE PURCHASE AGREEMENT THIS FIFTH AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT ("Amendment") is made and entered into this-'84 lay of 2020 by and between Collier County Community Redevelopment Agency, an agency established by an ordinance of the Board of County Commissioners_ of Collier County, a political subdivision of the State of Florida ("Seller"), and Metropolitan Naples, LLC, a Florida limited liability company, successor in interest to Real Estate Partners International, LLC, a Delaware limited liability company ("Purchaser"). For good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby expressly acknowledged by the parties, the parties agree that the Real Estate Purchase Agreement between them approved April 26, 2016 and dated May 9, 2016, as previously amended by that certain Amendment to Real Estate Purchase Agreement dated September 27, 2016, as well as by that certain letter agreement dated October 5, 2016 confirming an administrative extension of the Inspection Period as ratified by Seller on October 11, 2016 and further amended by that certain Third Amendment to Real Estate Purchase Agreement dated October 25, 2016, and by letter agreement dated June 19, 2018, and further amended by that certain Fourth Amendment dated July 10, 2018 (collectively, the "Agreement") is modified in the following respects: 1. Purchaser and Seller confirm and ratify the assignment of the Agreement from Real Estate Partners International, LLC to Metropolitan Naples, LLC, pursuant to Section 13 of the Agreement, which allows Real Estate Partners International, LLC to assign its rights under the Agreement to an entity that is owned by or affiliated with the current principals of Real Estate Partners International, LLC, and/or with Jerry Starkey and F. Fred Pezeshkan. 2, Seller and Crown Castle South, LLC (the "owner of the cell tower" that is the subject of the conditions in section 9(a)(ix) of the Agreement and the Third Amendment of the Agreement) entered into an agreement to relocate the cell tower as required by the Third Amendment to Agreement. As stated in the Third Amendment to Agreement, Purchaser and Seller acknowledge that until relocated, the cell tower located on the Property would prohibit Purchaser's intended development of the Property. Accordingly, Purchaser is a named third -party beneficiary to that certain relocation agreement. Section 11. of the Agreement, as amended, extends the closing date to thirty (30) days after last to occur of: (i) the termination of Lease with the cell tower owner required by the cell tower relocation agreement; (ii) removal of the cell tower and all related equipment from the Property; and (iii) decommissioning of the cell tower. Purchaser and Seller acknowledge that all the aforementioned conditions have been satisfied. Purchaser and Seller further acknowledge that Section 3 of the Fourth Amendment to Agreement allows the $637,296 in earnest money deposit in the escrow account to be disbursed to the owner of the cell tower in accordance with the cell tower relocation agreement. 3. Section 11 of the Agreement also allows Seller, at its sole discretion, to extend the Closing Date one time for thirty (30) days subject to an extension fee of $25,000 paid by the Purchaser that is in addition to the Purchase Price and is nonrefundable. At Purchaser's request, Purchaser and Seller agree to extend the closing date an additional sixty (60) days to November 13, 2020 as further provided herein. Accordingly, the Purchase Price as set forth in Section. 4.a of the Agreement is now increased by $25,000 to $6,397,959. 1 Packet Pg. 641 16.B.1.h 4. Presently there is $237,296 remaining in escrow with Old Republic National Title Insurance Company as Escrow Agent under the Agreement, after disbursement of $400,000, representing the First Payment and Second Payment, due to Crown Castle South, LLC under the tower relocation agreement and future payment of $400 escrow management fee. Pursuant to the terms of the Agreement such escrowed funds are available to Seller to be used to towards paying Crown Castle South LLC the Final Payment due under the tower relocation agreement. 5. As consideration for the extension set forth in Paragraph 3 above, Seller will deposit, concurrent with execution of this Amendment, $2,143,000 into the escrow account with Escrow Agent, which represents $25,000 required by Paragraph 3 hereof and an additional $2,118,000 which can be used by the .Seller for a future Del's Corner land purchase by Seller or for any use authorized by the Seller. Purchaser agrees that the $2,118,000 may be released from escrow and utilized by Seller in connection with the purchase of the Del's Cotner property or for any use authorized by the Seller. 6. As provided by the Agreement, the Total Earnest Money, is increased by the $2,143,000 to the total of $2,780,696 and is non-refundable unless the Seller is unable to satisfy the Conditions Precedent to the Closing. Provided, however, under no circumstance is the $25,000 extension fee refundable. 7. Except as hereby modified, the Agreement remains in full force and effect. Executed as of the day and year written below. SELLER: Collier County Community Re - Development Agency I"YY� By: Donna Fiala, Chair Dated: Approved for form and legality: "Ll OP Jennifer A. Belpedio Assistant County Attorney PURCHASER:: Metropolitan Naples, LLC successor in interest to Real Estate Partners International, LLC B I s: Dated: Z7 ATTF_r?3':, ,. CRY AL K. KIN L, CL.ERK ,De ytiy Clerk Attest as to Nino s 2 Packet Pg. 642