Agenda 12/08/2020 Item #16C12 (5th Amendment to Agreement for Collier County Sports Complex & Event Center)12/08/2020
EXECUTIVE SUMMARY
Recommendation to approve a Fifth Amendment to Agreement with GC II, LLC, to extend the
closing date from December 1, 2020 to May 17, 2021, for the purchase of 1.75 acres previously
approved to provide additional parking at Collier County Sports Complex and Event Center at a
cost not to exceed $415,800.
OBJECTIVE: To extend the closing date for the purchase of 1.75 acres to provide additional parking at
the Collier County Sports Complex and Event Center.
CONSIDERATIONS: On December 12, 2017, Agenda Item 11F, the Board approved an Agreement for
Sale and Purchase (Agreement) that authorized the acquisition of a parcel of land identified as Parcel A
comprising 61 +/- acres and the lease/option parcel of land identified as Parcel B comprising of 5.69 +/-
acres. Parcel A was closed on May 4, 2018 and 4.83 acres of Parcel B closed on March 5, 2019.
Section 15.01 of the Agreement provided that Seller and Purchaser agreed that the base footprint of the
Sports Complex could vary by plus or minus 2.5 acres. For a period of one (1) year after closing,
Purchaser may, based on its final design plans, request an adjustment no greater than 2.5 acres.
On March 26, 2019, Agenda Item 16.F.2, the Board approved an Amendment to Agreement, which
amended Section 15.01 of the Agreement, by providing that the Purchaser may acquire a 2.5-acre parcel
for $200,000 per acre to incorporate the property into the Collier County Sports Complex and Event
Center. Closing was to occur on October 11, 2019, unless Seller extended closing to January 10, 2020, by
written notice to the Purchaser on or before September 20, 2019.
On September 10, 2019, Agenda Item 16.F.8, the Board approved a Second Amendment to Agreement
which provides for the County’s acquisition of 0.345 acres (the east 23.70 feet of Lot 9 according to the
Replat of Phase Three) (“0.345 Acre Property”) and a 2.10-acre property (the east 130.1 feet of Lot 23
according to the Replat of Phase Three) (“2.10 Acre Property”).
On December 10, 2019, Agenda Item 16.F.6, the Board approved a Third Amendment to Agreement
which provides for the closing of the purchase and sale of the 0.345 Acre Property and, at Seller’s option,
the purchase and sale of either the 2.10 Acre Property (hereinafter “2.10 Acre Sout h Property") or the east
1.75 acres of Lot 9 according to the Replat of Phase Three (“1.75 Acre North Property”).
On May 26, 2020, Agenda Item 16.F.2, the Board approved a Fourth Amendment to Agreement which
provides for the closing of the purchase and sale of the 1.75 Acre North Parcel.
The Seller and County are desirous of further revising the amended Section 15.01 to provide for an
extension for the purchase and sale of only the east 1.75 acres of Lot 9 according to the Replat of Phase
Three (“1.75 Acre North Property”).
Seller and Purchaser agree that the Purchaser may acquire the 1.75 Acre North Parcel for $200,000 per
acre, equal to Three Hundred Fifty Thousand Five Dollars ($350,000.00), to incorporate into the Collier
County Sports Complex and Event Center. Closing shall occur on or before May 17, 2021. No changes
have been made to the agreement terms requiring that prior to Closing, Seller shall complete a Lot Split or
Re-Plat through the Collier County Growth Management Division which will establish the boundaries of
the 1.75 Acre North Property. Purchaser acknowledges that a Lot Split or Re-Plat must be commenced
by Seller long before Closing for timely completion. Purchaser agrees to reimburse Seller for all Lot Split
or Re-Plat costs, including but not limited to surveying, engineering and legal, at Closing. Additional
16.C.12
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12/08/2020
closing costs to include a one-time landscaping fee in the amount of $7,000 to bring all areas of proposed
turnover to the City Gate CDD up to approved conditions (copy of invoice attached) and a fee in the
amount of $7,500 for the future irrigation pump station replacement.
Attached for reference is the Location Map depicting the 1.75 Acre North Property.
The Fifth Amendment to Agreement has been reviewed and approved by counsel for both parties.
GROWTH MANAGEMENT IMPACT: This project meets current Growth Management Plan
standards to ensure the adequacy and availability of viable public facilities.
FISCAL IMPACT: The total cost of acquisition should not exceed $415,800 ($350,000 for the land
purchase, $1,300 for title commitment, title policy, recording fees and associated closing costs, $7,000
one-time landscaping fee to bring all areas of proposed turnover to the City Gate CDD up to approved
conditions, $7,500 for the future irrigation pump station replacement, and approximately $50,000 for Lot
Split or Re-Plat reimbursement). Sufficient budget is available in Sports Complex Capital Fund (370) for
this purchase.
LEGAL CONSIDERATIONS: This item has been approved as to form and legality and requires a
majority vote for Board action. -JAB
RECOMMENDATION: That the Board of County Commissioners:
1. Approve the attached Fifth Amendment to Agreement and accept the Warranty Deed once it is
received and approved by the County Attorney’s Office;
2. Authorize the Chairman to execute the Fifth Amendment to Agreement and any and all other
County Attorney’s Office approved documents related to this purchase;
3. Authorize staff to prepare related payment packages and/or requisitions;
4. Direct the County Manager or his designee to proceed to acquire the 1.75 Acre North Property, to
follow all appropriate closing procedures, and to record the Warranty Deed, and any and all
necessary documents to obtain clear title to the property, in the Public Records of Collier County,
Florida.
Prepared By: Toni A. Mott, Manager, Facilities Management Division
ATTACHMENT(S)
1. Original Agreement (PDF)
2. Location Map (PDF)
3. Fifth Amendment to Agreement (PDF)
4. Yardology Inc Invoice (PDF)
16.C.12
Packet Pg. 2747
12/08/2020
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.C.12
Doc ID: 14288
Item Summary: Recommendation to approve a Fifth Amendment to Agreement with GC II, LLC,
to extend the closing date from December 1, 2020 to May 17, 2021, for the purchase of 1.75 acres
previously approved to provide additional parking at Collier County Sports Complex and Event Center at
a cost not to exceed $415,800.
Meeting Date: 12/08/2020
Prepared by:
Title: Manager - Property Acquisition & Const M – Facilities Management
Name: Toni Mott
11/23/2020 10:22 AM
Submitted by:
Title: Director - Facilities Management – Facilities Management
Name: Damon Grant
11/23/2020 10:22 AM
Approved By:
Review:
Public Utilities Operations Support Joseph Bellone Additional Reviewer Completed 11/23/2020 10:52 AM
Public Utilities Department Dan Rodriguez Additional Reviewer Completed 11/23/2020 1:50 PM
Facilities Management Damon Grant Director - Facilities Completed 11/23/2020 2:20 PM
Public Utilities Department Drew Cody Level 1 Division Reviewer Completed 11/23/2020 4:43 PM
County Attorney's Office Jennifer Belpedio Level 2 Attorney of Record Review Completed 11/24/2020 9:39 AM
Public Utilities Department George Yilmaz Level 2 Division Administrator Review Completed 11/25/2020 1:44 PM
Office of Management and Budget Debra Windsor Level 3 OMB Gatekeeper Review Completed 11/25/2020 3:19 PM
County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 11/30/2020 11:40 AM
Budget and Management Office Ed Finn Additional Reviewer Completed 11/30/2020 3:40 PM
County Manager's Office Nick Casalanguida Level 4 County Manager Review Completed 12/01/2020 10:37 AM
Board of County Commissioners MaryJo Brock Meeting Pending 12/08/2020 9:00 AM
16.C.12
Packet Pg. 2748
AGREEMENT FOR SALE AND PURCHASE
THiS AGREEMENT is made and entered into by and between CG∥,LLC,aF:orlda
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addcssに 3335 Lmね 雨 Tm∥Eag,Na口 el卜『猟 Fas"Pu“haseの ,哺 。Se mtthg
RECiTALS
WHEREAS,Selier is the owner of that certain real property(hereinafter refemJ to as
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WHEREAS,Se∥eris the owner ofthat certain parcel ofreal property(hereinaler referred
to as“Parcel B"),l●Cated in Co∥ler County,State of Flonda,and behg±5 5 acres andmore partlcu!aJソ desc」bed in Exhib腱 ''8'1,attached hereto and made a part hereof by
referencel and
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WHEREAS,Pu“haserヽ dedrous of purchagng Parce;A,sutteCt tO the∞nditlons andother agreements hereinalter set forth,and se:leris agreeabie tO such sale and to such
condtions and agreementsi and
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eementsi and
鷲1驚 伴 肥 肥 爾』1濡 鷺 膳 蹴 編器P辮 鷺蹴 岬 紺
J B as grass parking(“PurChasers:ntended
WHEREAS,C"r Gate PUD zoning∥sts recreational use as a・ pemmed use'M"thin the
PUD property,induding Parcel A Notwmstanding.to assure appropriate zoning,seller
16.C.12.a
Packet Pg. 2749 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
has, for the benefit of both seller and Purchaser, made application for and is diligenfly
processing an amendmeni of the City care pUD (.pUDA) (pLZ017O0O2330), which; ,:ry16r
aria, will ckearly confirm and determine that the purchase/s lnteMed use is allored, shan
Parcel A in the PUD Master Plan, and clarify developments standards for purchasers
lntended Use: and
wHEREAS, for the benefit of both lhe seller and purchaser, Seller has made application
to the County and the SWFRPC to amend, inlar atia, the City Gate DRI DevClopmenl
Order (NOPC/DOA) (ADA-09-1987-0S2 and pL20170002'634), inctuding rh; DRI
Master Plan consislont wrth the Developer Agreernent, recorded in official Ricord Book
4517, Pages 640-704, as amended, Firsl Amendment lo Developer Agreement recorded
in.official Record 5168, Pages 3989 of the Public Records of collbr clounty, Ftonda and
this Agreement; and
WHEREAS, for rhe benefit of both rhe seller and purchaser, seller has made application
to the south Florida waler Management District lo modify ihe Environmental itlsource
Permit (No. 11-01863-P) ("ERP Modification') issued to th6 City cate pUD proiect; and
WHEREAS, the specific lerms, conditions and details regarding the permitting,
construclion and operation of the storm water management system for the City Gaie
PUD and the Sporls Complex properties were integral to th; final determinaiion of
the Purchaee Price of the Sports Complox Property and lhe lease terms, including
the option price, of the Leased Parceli and
WHEREAS, to have an economical and proximale source of fill material aM to enend
its. planned mulli-purpose pathway/lrack into the Lake / Recreational rrad, the county
will dig, excavate, mine, extract, and remove from lhe masts lake such materials, aipermitted, and use the excavated materials on the Sports Complex properties; and
wHEREAS, to obtain more favorable lerms and to have a second entrance lo the Sports
complex Properties for optimum traffic volume and to loop the water and server facilities
for besl use, Purchaser will construct the extension of city Gale Boulevard south; and
YVHEREAS, the parties acknowHge the previously issued Determination of Veeted
fi0hts fo1 city Gate PUD / DRl.(vcsred Rights Determination') and the parties agreethal nothing herein shall diminish tho vosted Rights Determinaiion or create additi6nal
developer commitmenls, conditions or obl[ations; and
WHEREAS, the parties egree and intend for the purcfraser to recoive the righl. and
benefits of the.Vested Rights Determination with the transfer or tiue ot sports Lomptei
Properties; and
WHEREAS, for referencs purposes in this Agreement, parcel A or platted Lots shall berefened to as the sports complex property, parcgl B shall be refarred lo as lhe Lease
Pr-opery: and colloclively the Sports Complex property and Leased property shall be
refened to aa lhe Sports Complex Properii€s.
16.C.12.a
Packet Pg. 2750 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
Non/, THEREFoRE, and ror and in consiJeration of lhe premi'es and the respectiveundertakings ol the parties hereinafrer set forrh and th€ sum of ren Dollars (gto.do), nereceipt and sufliciency of which is hereby aclnowtedged, il is agreed as follor,vs:
I All of lhe above RECITALS aro true and correcl and are hereby express[incorporaled herein by reforence as if set forlh fully below.
II, AGREEMENT
1.01 ln considerarion of the purchase price and upon the terms and corditions
hereinafler s€t forlh, seller shalr soll to purchaser and purchaser shall purchaso
ftom Seller the Sports Compler property, described in Exhibit',A,.
1.02 seller shalr lgase to Purchaser and purchaser shal lease from selrer the
Lease Properly. described in Exhibit'B'for grass parting_ The cost shall be OneDollar (91.00) per yeat, tripte net, with lhe purchaser being responsible for
improving. the property as grass parking. The lerm shall be for three (3) )rears,comrnencing at the lime of closing. During the first lease year, thc purcirarer wili
h,8y9 the right to exercbe an oprion to purcf,s€ the prop€ny descrbod rn Exhibir"B'for TWO HUNDREO THOUSAND DOTLARS $200,drc.d1 p.S. Curencyl per
aqo, with sixty (60) dayls ftom the date of exorcise lo close. A ttra terminalion of
the lea8e, seller will r€imburse Purchaserfor improvernents pracod on the property
by Purchaser. A Lease Agre€men! between the parlies providing thi ad,€61
speclfic lerms and conditions is attached hereto as Exhibit .C".
II. PAYMENT OF TOTAL PURCHASE PRICE
2.01 The totar purchas. price for the spods comprex property shafl b€ its fair
markel value on the date ot closing, as s€l forth herein (the 'Total Furchase price,).
The Total Purchase pric. nil consist in part of cash pau, ar crosing, by purchaser
to s.ller and the barance in the form of a constructiv€ donarion, mx6 at crosing,
by Seller to Purchaser.
2.02 The cash portion of lhe Total purcfiase prbe for the Sports Complox
Property wilt be TWELVE MtLLtoN.Do!LARS (t12,oOO,ooo.o0) (U.S, C;;;cyi;subie.t only to the prorations and adjuetments as oiherwid iroUOea in 6i'iAgre€rnent, payable by purchaser to Seller at time of cbsing in three t3l separaiesimulraneous. cro-sings, prorated by acreage, of the plattJ brs corirlirisrig thesports complex Property.
2.03 Seller and Purchaser have agrs€d and acknorledge that the fair marketvalue of the sports cornpbx prop€rty, the amounl of conlhuc,tive donation anJdocumentation of tre donation are as set fodh in Exhibit 'D' atta*rea h;reto ;;incorporated by rofor€nco herein. The purcfiaser shalr execute all documents
reasonably requesred by se[er to efuuet. the donation. rne con*uaive
donalion referenoed herein is conditioned upon and shall be solety evidenced andconsummaled by Purchaser,s purchare ol parcel A as pmvidad' lor herein, aM
タ
16.C.12.a
Packet Pg. 2751 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
Seller shall be under no obligation lo make any other donation to purchaser,
regardless of form.
il. cLostNG
3.01 The Closing (l-he "Closing Date', 'Date of Closing., or .Closing,) of the
lransaction shall be held on or before February 23,2010, unless extended by
mutual writlen agreement of the parties hereto. The Closing shall be heH at the
Collier County Attomey's Oftice, Administration Building, 3335 Tamiami Trail East,
Naples, Florida. The procedure to be follorved by lhe parties in connec{ion with
tha Closing shall be as follort s:
3.011 Seller shall convey a marletable litle free of any liens, encumbrances,
exceptions, or qualificalions. Marketable title shall b€ determined according to
applicabl€ title standards adopted by the Florida Bar and in accordance with
law. Al the Closlng, the &ller shell cause to be delivered lo the purchaser the
rtems speciEed herein and the following documents and instruments duly
executed and acknowledged, in recordable form:
3.0111 Wananty Deed in favor of Purchaser conveying ti e to the
Lots comprising the Sports Complex Property, free and clear of all liens
and encumbrances olher than:
(a) The lien for cunent taxes and assessmentrs;
(b) Such other easem€nts, rsstrictions or conditions of recod
as set forth herein; and
(c) Zoning.
3.0112 A Combined Purchaser-Seller closing slalement, as u,ell as
closing staternents for each lot.
3.0113 A'Gap,'Tax Proration, Orne/s and Non-Forepn Affidavit,.
as required by Seciion 1445 of the lntemal Revenue Code and as
r€quired by lhe tifl€ insurance underwiter in order to insure lhe ,'gap,
and issuE the policy contemplaled by the tifle insurance commitrnent.-
3.0114 A W-9 Form, "Requesl for Taxpayer ldontifietion and
Cenmcation" as required by the lntemal Revenue Service.
3.012 At the Closing, lhe Purchaser, or its assignee, shall cause to be
delivered lo the Seller the following:
3.0121 A wir€ transfar in an amount equal to the Cash portion,
subjsct to adjustment for pmrations as set forlh herein and as siated on
the closing statement. No funds shall be disbursed to Seller untll the
Title Company verifies that the state of the tille to the Lots comprising
16.C.12.a
Packet Pg. 2752 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
the Sports Complex Prop€ny has not changed adversely since the date
of the last endorsement to the commitment, referenced in Section 4.01 1
thereto, and lhe Trfle Cornpany is inevocably commilled to pay the Cash
Porlion to Seller aM lo issue lhe Owne/s tifle policy to Fuichaser in
accordanco wilh the commitment immediately atter the recording of thedeed.
3.0122 Funds payable to the Sellor representing the cash payment
due at Closing in accrrdance with Arlicle lll hereofl shall be subject to
adjustment for prorations as hereinalter set forth.
3.02 At Closing, Seller and Purchaser shall pay as tollows:
3.02 1 Each parly shalt be responsible for payment of its own afiomeys tees.
3.022..Seller shall pay all documentary stamp taxes due relating to the
recording of the Warranty D€ed, in accordance with Chapter 20i.01: Fbrida
Slalutes, and lhe cost of recording any instruments necessary to clear Seller,s
title lo the Lots comprising the property. The cost of lhe Owner,s Form B TiUe
Policy, issued pursuant to lhe Commitment provided for in Section 4.01 1 beto,v,
shall be paid by Purchaser. The cost of the tifle commitmont shall also be paki
by Purchaser.
3.023 Purchaser shall pay for the cosl of recording tha Wananty Deed and
reimbursement of the agreed amount or apprication fees and % bf the other
related costs, including, but. not limited to engineering and planning services,
-alvalced by Setter for the pUDA, NOPC/DOA, DCA; ppL -ana Eni
Modification as ser forth in Exhibit'E' anach€d her.to and incorporated herein.
3.02'f serrer shafl pay afl real properry taxes accrued with rosp€ct to the sportscomplex Property through th€ crosing Dare in accordance with Frorida staruri196.295. Real property taxes sha be catcutated based on the prtor yeali
assessment and millage rates on the parent hact but applied onlyto the amount
of land in the Property.
3.03 The seller's and Purchaser's obrigation to crose ('closing conditions.) shafi be
conditioned upon:
3.031 Purchaser obtaining Bond Validation for the contomplated Sports
Complex;
3.032 Board of County Commissioners, approval of and recording of the plal;
3.033 Board of County Commissioners' approval of the pUDA;
3.034 Board of County Commissioners' and S1A/FRpC approval of the
NOPC/DOA;
3.035 Eoard of County Commissioners' approval of the DCA Amendment;
3.036 SFWMD approval of the ERP Modification;
3.037 Fully completed IRS Form 8283 in accordance with paragraph 2.03 and
Exhibit'D' hereto;
g
16.C.12.a
Packet Pg. 2753 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
:V
3.038 Seller and Purchaser agree that Closing shall be completod within five(5) days of the salisfaction of the above Closing Conditions.
REQUIREMENTS AND CONOITIONS
4.01 Upon execution of this Agreement by bolh parties or at such othe, time as
specified within this Article, Purchaser and/or Seller, as the case may be, shallperlorm the following within the times staled, which shall be conditions'precadenl
lo lhe Closing;
4.01'l Within forty-five (45) days afler the date hereof, purchaser shall obtain
as evidence of lille an ALTA Commitnent for an Owner,s TiUe lnsurance policy
(ALTA Form 8-1970) covering the properly, tog€ther with hard copies of ail
exceptions shown thereon. Purchaser shall have thirty (30) days, following
receipt of the title insurance commitment, to notify Seller in wiiting ot an!
obiection to title other than liens evidencing monetary obligations, if any, which
obligations shalr be paid at closing. lf the tifle commitment contains exceptions
that make the title unmarketabre, purchas€r shafl deriver to the sefier written
nolice of its intention to waive the applicable contingencies or to terminato thisAgreement. Those matters aftecting titl€ to the propefi which are set forth on
Exhibit 'F' attached hereto and made a part hereof are approvod by purchaser
(hereinafter refened to as "Approved Excsptionsl.
4.012 lf Purchaser shalt fail to advise the Seller in writing of any such
objections in Seller's title in the manner herein reguired by this Agreement, the
!i!le sltall be deemed acceptabte. Upon notiftcation of puichaser,:s objeaion ro
titlo, Sell€r shall have hirty (30) days to remedy any defects in order to conveygood and markotabl€ title, except for liens or monetary obligations wnich wiil
be satisfied at closing. serrer, at its sore expense, stral use its best efforts to
make such litle good and marketable. ln lhe €venl Seller is unable to cure said
objections within said time p€riod, purchaser, by providing written notice to
Seller within seven (7) days after expiration of said thirty (30) day pertrd, may
accept litle as it then is, waiving any obj.ction; or purchaser mayiirminaie thiAgreemenl. A failure by purchaser to give such wriften notics of temination
within the time period provided hersin shall be deemed an oleclion by
Purchaser to accept the oxceptions to tiue as shown in the tifle commitrnent_
4.013 Within thirty (30) days of the execution of the Agreement, the Sellar, at
its expense, shall cause to be delivered to the purchaler, an ALTA survey ot
t" 9pol" Complex Property, rrent within thirty (30) days (showing ihe
Sports Complex Property is subjec,t to a plat to be reco;ded), reflJaing
boundaries, improvoments, including any underground and easements, buiwithout topographical or tree locations. lf purchaser dEsires lo irave
topographical in ormation or treos located on the survey, purchaser shsll notify
Seller of same within ffieen (15) days after the Efiective Date, and purchaser
shall pay, upon surveyor's invoice, any additional costs for such. At the time ol
Closing, the ALTA Survey will be updated to provide a lotal eqaag€ for each
16.C.12.a
Packet Pg. 2754 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
V.
VI
Platted Lot and the Sports Complex Property. the Purchase Price and Cash
Portion will be adjusted based upon Two Hundred rhousand Dollars
($200,000.00) per acres for any change from 61.00 acres to the Property's
determined acreage. Purchaser shall have the option. al its own exp€nse, to
obtain its own subsequent survey of the Property prepared by a surveyor
licensed by the State of Florida. Seller agrees to fumish any existing surveys
of the Property, if any. to Purchaser within thirty (30) days of execution of this
Agreement.
APPRAISAL
5.01 Purchaser has obtained lhe reguired appraisal(s) in order to determine the
value of the Property pursuant to the requirements of Florida Statutes 125.355.
INSPECTION PER'OD
6.01 Purchaser shall have sixty (60) days from the date of this Agreement
("lnspection Period") to determine through appropriate investigation that:
1. Soil tests and engineering studies indicate that the Properties can be
developed without any abnormaldemucking, soil stabilization or foundations.
2. There are no abnormal drainage or environmental requirements to the
development of the Properties.
3. The Properties are in cornpliance with all applicable State and Federal
environmental laws and the Properties are free from any pollution or
contamination.
4. The Properties can be utilized for Purchase/s lntended Use.
6.02 lf Purchaser is not satisfied, for any reason whatsoever, with the results of
any investigation, Purchaser shall deliver to Seller prior to the expiration of the
lnspection Period, witten notice of its intention to waive the applicable
contingencias, or to terminate this Agreement. lf Purchaeerfalls to notiffthe Seller
in writing of its specific objections as provided herein within the lnapec{ion Period,it shall be deemed that the Purchaser is satisfied with the resutts of its
investigations and the contingencies of his Article Vl shallbe deemed waived. ln
the event Purchaser elects to terminate this Agreement because of ttre right of
inspection, Purchaser shalldeliver to Seller copies of all engineering reporti and
environmental and soil testing results commissioned by purchaser.
6"03 Purchaser and its agents, employees, and servants shatl, at their own risk
and expense, havd the right to go upon the Properties for the purpo$6 of surveying
and conduc'ting site analyses, soil borings, and all other necessary investigaiion.
Purchaser shall, in performing such tests, use due care and shall indemnify Selter
on account of _any loss or damages occasioned thereby and against any claim
made against Seller as a result of Purchase/s entry. Seller shitt Ue notified by
Purchaser no less than twenty-four (241 hours prior to said inspection of the
Properlies.
ル
16.C.12.a
Packet Pg. 2755 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
6.04 This Agreement and th6 Exhibits thersto substanlially sot forth th€ terms
and condilions representative of this transsction. However, during or as a result
of due daligence, there may be minor modifications requir€d, including modifying
the closing date. lt is acknowledged that non-substantive changos or modilicationi
can be made upon th€ review and approval fmm lhe County Attomeys Office and
the County Manager and acknowlodged in wriiing by th6 parties. Any substantive
changes to the terms and condilions of this transaction, as d€termined by the
County Attomey's Offic€, will require further Board of Counly Commissioners,
approval.
VII. INSPECTION
7.01 Seller acknowlodges that the Purchaser, or its authorized agents, shall have
the right to inspect the Properties at any timo prior to the Closing.
VIII. POSSESSION
8.01 Purchaser shall be eniitled to ,ull possession of the Sports Complex properlies
al Closing.
IX. THIS SECTION INTENTIONALY LEFT BLANK
X. TERMINATION AND REMEDIES
10.01 lf Seller fails to perform any of the covenanls and/or agrEemenls contained
herein which are to be performed by Seller, within ten (10) days of written
notification of such failure, Purchaser may, at its option, terminate this Agreement
by giving rwitten notice of lerminatbn to Seller. Purchaser shall trave ttte r6hl to
seek and enforce all rights and r€rnedies available at law or in equity to a conhaci
vendee, including lhe right to seek specific perlormance of 0ris Agreement.
10.02 lf the Purchaser has nol lerminaled this Agreement pursuanl to any of theprovisions authorizing such termination, and purchaser fails to close the
hansac{ion contemplated hereby or otharwise fails to p€rform any of the terms,
covenanls, and conditions of this Agreement as required on the parl of purchaser
to bo performed, provided S€ller is not in default, then as Selle/s sole rernody,
&ller shall have the rQht to terminate and cancel this Agreement by giving written
notice thereof to Purchase., and neither party shall have any ruritrer tiauitity or
obligation to the other except as sel for in paragraph 13.0 t (R€al Estate Broklrs)
hereof.
10.03 should any riiigation or other action be commenced betursen the partieg
conceming lhe real property. or thb Agroemont, the parly prevailing in such
litigation or oth6r action shall be entifled, in addition t6 such relief ai may begranled, to a reasonable sum for its atomey's fues, paralegal charges, and all'fues
and costs for appellate proceedings in such litigation or other acdon; which sum
may be d€terminod by the court or in a separato aslion brought for lhal purpose.
16.C.12.a
Packet Pg. 2756 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
XI
10.04 The parlies acknowledge that the remedbs descnbed herein and an the
olher provisions of lhis Agreement provide mutually salisfactory end surficient
remedies lo each of the parties, and take into accounl the peculiar risks and
expenses of each of the parties
SELLER'S AND PURCHASER'S REPRESENTATIONS ANO WARRANTIES
'I 1.01 Seller end Purchaser repres€nt and warranl the following:
11.011 Seller and Purchaser have full right and authority lo enter into and to
execute lhis Agreement and to undertake all actions and lo perform all tasks
required of each hereunder. Seller is not presenfly the subject of a pending,
threatened or contemplated bankruptcy proceeding.
11.012 Seller has full right, power, and authority to own and operate the
Properties, and to execute, deliver, and pertorm ils obligations under this
Agreemenl and the instruments execuled in conneclion herewith, and to
consummate the lransaction contemplated hereby. All necessary authorizations
and approvals have been obtained authorizing Seller and purchaser to execute
and @nsummale lhe transac,tion contemplated hereby. At Closing, cerlifierJ
copies of such approvals shall be delivered to Purchaser and/or Seller, it
necessary.
11.013 Seller discloses and Purchaser acknowledges that the properties may
be efiecled by the City Gate Community Development District (.City Gate CDD'i,
Declaration of Covenants, Conditions, Restrictions and Easements Crty Gate
Commerce Park Master Property Olvners Association (.pOA) and the
Developer Agreement.
1 1 .13't Notice of Establishment of City Gate Cornmunity Dev€lopment
District recordod in O.R. Book 4521, page .1453, public Records of
Collier County, Florida; and
1 1.132 Declaration of Covenants, Conditions, Restrictions and Easements
of City Gate Commerce park and the Articles of lncorporatkm of
Crty Gate Commerce parft Master prop€rty Orners Association,
lnc., as recorded in plat Book 3525, page 2931 6t s6q., publac
Records of Collier County, Florida, as amended; and
1 '1.133 Developer Agreement, recorded in Official Record Book 4517,
Pages 640-7M, as amendsd by the First Amendment lo Darelopei
Agreement recorded in fficial Record 5168, pages 3989 of ihe
Public Records ot Colli€r Counly, Florida and this Agreement.
11.134 seller repr€s€nts and wanants that there is nothing ser forth in thedocuments that in any way will diminish, hindlr, or ftustrele
Purchasefs intendsd uss of the Sports Complex proporties.
16.C.12.a
Packet Pg. 2757 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
11.014 The waranties sei forth in this Article shall be true on the date ot thisAgreement and as ot the dato of Closing. purchaseds acceptance of a deed tolhe said Sports Complex Prop€rty shall not be deemed lo te full performance
and discharge of every agreement and obligation on th6 parl of the Seller to beperformed pursuanl to the provisions of this Agreement.
1 1 .015 Seller represents that it has no knowledge of any actions, suits, claims.proceedings, litigation, or invesligations pending or lhreatened against Seller, al
law, equity, or in arbitration before or by any federal, slate, muiicipal, or other
governmental instrumentality that relate to this agreement or any other property
that could, if continued, adversely affecl SellerJs ability to sell or 6ase the Sporti
Complox Properties to Purchaser according to the lerms of lhis Agreemeni.
11.016 No party or penion other than Purchaser has any right or oplion lo
acquire lhe Properties or any portion thereof.
11.017 Until lhe date fixed for Closing, so long as this Agreemenl remains in
force and efiect, Seller shall not encumber or convey any portion of the Sports
Complex Properlies or any rights.therein, nor enter into any agreements granting
any person or entity any rights with respecl to lhe Sports Complex properties oi
any part thereof, without first oblaining the written consenl of purchaser to such
conveyance, encumbrance, or agreem€nt which consent may be withheld by
Purchaser for any reason whatsoever.
1 1.018 Seller represents that there are no incinerators, septic tanks or cesspools
on the Properties; all waste, if any, is discharged into a public sanitary server
syslem: Seller represenls that it has no knowledge that any pollutanti are or
have been discherged ftom lhe Sports Cornplex properties, diriUty or indirec{ly
into any body of water. Seller represents the Sports Complex pioperties hasnot be€n used for the production, handling, storage, transportation,
manufaclure, or dbposal of hazardous or toxic substances;r wastes, as such
terms. are defined in applicable laws and regula ons, or any other aciivity thatwould have toxic results, and no such hazardous or loxc subslanc€; arecunently used in connection with the operation of the Sports Complex
fropertie-s, and there is no proceeding or inquiry by any authoiity with resp€cl
thereto.. Seller represents that it has no knorledge thai trere is-ground water
contamination on the Sporls Complex properties or potentiel of lround watercontaminalion from neighboring prop€rties. solrer represents no itorage tanks
for gasoline or any other substances are or were locstod on the Sports domplexProperlies at any time during or prior to Seller,s ownership thereot Sillerrepresents none of th6 Sports Complex properties has been used as a sanitary
landfill.
1 1 .019 seller has no knowr€dgs rhat the sporb comprex properties and selre/soperations_conceTllg ttre Sports Compl€x prop€rties ars in violation of any
applicable Federal, State or local stalute, law or regulalion, or of any notice from
any govemmentral body has b€en served upon Seller claimhg any violalion ofany law, ordinance, code or regulation or requiring or calling attention to the
鬱
16.C.12.a
Packet Pg. 2758 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
need for any work, repairs, construction, allerations, or installation on or in
conneclion with the Sports Complex propertios in order to comply with any laws,
ordinances, codes, or regulation with which Seller has not compibd.
1 1.020 Other than the pending PUDA and NOpC/DOA, thers are no unrecorded
restric{ions, easements, or nghls of way (other than existing zoning r6gulations)
that restricl or afiect the use of the Properlies, and there are no mai;tenence:
conslruclion, adverlising, management, leasing, employment, service, or olher
contracts affecting the Sports Complex Properties.
11.02'1 Seller has no knowledge thal there are any suits, aciions or arbitralion,
bond issuances or proposals therefore, proposals for public improvernont
assessments, pay-back agreements, paving agreements, road expansion or
improvement agre€ments, utility moratoriums, use moratoriums, improvement
moratoriums, adminishative or other proceedings or govemmental
invest(rations or requirements, formal or informal, existing oi pending or
threatened which affects the Properties or which adversely afiects Sellefs aUifity
to pertorm hereunderi nor is there any other charge or expens€ upon or related
to lhe Sports Complex Properties which has not been disclosed to purchaser in
writing prior to lhe etfeclive date of lhis Agreement.
11.022 Other than th€ pending PUDA and NOPC/DOA, Seller acknowledges
and agrees that Purchaser is entering into this Agre€ment based upon Seller,s
representations stated above and on the und€rslanding that Seller will not cause
the zoning or physical condition of the Sports Complex properties to change
from ils existing state on lha effective date of this Agreemenl up to and includiig
the Date of Closing. Therefore, Sel,er agrees not to enter into any contracts o-r
agre€menls perlaining to or affecling lhe Sports Complex properties and not to
do any act or omil to periorm any act which would change the zoning or physical
condition of the Properties or the govemmenlal ordinances or lar,ns goveming
same. Seller also agrees to notify purchaser promp y of any change in lhe tac.ti
contained in ths foregoing representalions and ofany notice or proposed change
in the zoning, or any other action or nolice, that may be proposed or promulgat6d
by any third parties or any governmental authorities having jurisdiction o-f the
development of the property which may restric{ or change an, other mndilion of
the Sports Complex Properties.
1 1.023 At the Closing, Seller shall doliver to Purchaser a statement (hereinafter
called th€ "Closing Representative Slatement') reass€rting the foregoing
representations as of the Date of Closlng. wfrich provisions sha suMve th€
Closing.
'I 1.024 Seller represents, wananls and agre€s io indemnify, reimburse, defend
and hold Purchaser harmloss from any and a[ costs (including sttomeys fees)
asserted against, imposed on or incurred by purchaser, direc, y or iridirec*tl
pursuant to or in connection with lhe application of any federal, state, local or
cornmon law relating to pollution or protection of the environment which shall bein accordance with, but not limited to, the Comprehensive Environmental
16.C.12.a
Packet Pg. 2759 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
Response, Compensalion, and Uability Acl of i9g0,42 U.S.C. Sedion 9601, etseq., ("CERCLA" or "Superfund"), whhh was amended and upgraded by iheSuperfund Arnerdment and Reauthorization Act of 1986 C,SARA{inc[raini anyamendmenrs or successor in function to these acrs. This provislcn and te fontiof Purchaser, hereunder, shafl survive crosing and are na aeemeo satistrei uyconveyance of l e.
1 1.025 Any toss and/or damage to the properlies between the date of thisAgreement and the date of Closing shall be Seller,s sol€ risk and expense.
xil. NoTtcEs
12.01 Any nolice, request, demand, instruc{ion or olher communication to begiven to either party hereunder shafl be in writing, sent by registered, or certified
mail, return receipl requested, postage prepaU, addressed aJtollows:
lf lo Purchaser: Real property Management
3335 Tamiami Trail East - Suite 101
Naptes, Ftorida 34112
With a copy to: Je{frey A. Klatzkow
County Aftorney
lfto Se∥er:
Office of lhe County Atlomey
Administration Building
3335 Tamiami Trail East
Naples, Florida 34112
Rogar B. Rice, Esq.
9010 Strada Slell Court, Suite 207
Naples, Flodda 34109
With a copy to: John S. Steinhauer, Esq.
121 Sodh Main Street, Suile 5SS
Akron, Ohio 44308
12.02 The addresseos and.addresses for lh€ purpose d his Arlide may bechanged by either party by giving written notica of such change ro th6 .flreipailyin the manner provided herein. For the purpose of changing-such aoore"sJs o',addressees onry, unless and untir such written noti<x ii receiveo, ttre iastaddressse and respective address stated herein shalr be deemed to continue ineffect for all purposos.
XIII. REAL ESTATE BROKERS
13.01 Any and all brokerage commissionE or fees ehafl be rhe sob resoonsibiritv
of the seller. seller shall indemnity purchaser and hold pur*raser trarnitass'irori
and against any claim or liabirity for commission or fees to any broker or any otherperson or party claiming to have been engagsd by sellor as a real estate broker,
6v
16.C.12.a
Packet Pg. 2760 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
salosman or representative, in connection wilh this Agre€ment. S€ller agr6es to
pay any and all commissions or fees at closing puBuant to th€ l6rms of a separate
agreement, it any.
XIV- MISCELLANEOUS
'14.0'l This Agreemenl may be executed in any manner of counterparts which
logether shall constitute the agreement of the parties.
14.02 This Agreement and the terms and provisions hereof shall be efiective as
of the date this Agreement is exscuted by both parties and shall inure to the benefil
of and b€ binding upon the pafies hereto and lheir raspaclive heirs, executorc.
personal represenlalives, succ€ssors, successor truslee, and assignees whenever
the contexl so requires or admits.
14.03 Any amendmenl io this Agreement shall not bind any ot th€ parlies hereof
unless such amendment is in writing and executed and daled by purcheser and
Seller. Any amendment to this Agreement shall be binding upon purchaser and
Seller as soon as it has been executed by both parties.
14.04 Captions and s€ction headings contained in lhis Agreement are for
convenience and reference only; in no way do they define, describe, extend, or limit
lhe scope or intent of this Agreemenl or any provisions hereof.
14.05 All terms and words used in lhis Agreement, regardless of the number and
gender in uAich used, shall be deerned to include any other gender or nuTber as
lhe conterit or the use thereof may require.
14.06 No waiver of any provision of this AgrEement shall be efrective unless it is
in writing slgned by the party against whom it is asserled, and any waiver of any
provision of this Agreemenl shall be applicable only to tho specifr imtance to which
it is related and shall not be deemed to be a continuing or fulure wai\rer as to suchprovision or a waiver as to any olher provision.
14 07 lf any date spedfied in this Agreement falls on a Saturday, Sunday, or legal
holiday, then the date to which such referenc€ is mado shall be extended to ttre nixl
succ€eding businoss day.
14.08 seller is aware of and understands that th6 "offer to purchase r.presenred
by this.Agre6ment is sub.iect to accoptance and approvar uf me aoard bt c"ri,tyCommissioners of Collier County, Florida.
14.09 lf the Seller holds the property in the form of a partnership, limitedpartnership, corporation, trusi or any form of representative capicity unatioaver toiothers, Seller shall make a written pub$c dbc.losure, accoriing i" Ch"il.; 2iS,Florida Statutas, under oath, of ha name and address of every person'having abeneficial inlerest in the property b€fore property held in such ca-pacify i, "onr"i"dro uofller county. (lf the corporation is r€gistered with the Federal securiiies
夕
16.C.12.a
Packet Pg. 2761 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
Exchange Commission or regislered pursuant to Chapter 517, Florida Slatutes,
whose slock is for ssle to the genoral public, it is hereby exempt from the provisions
of Chapter 286, Florida Statutes.)
14.10 lf Selbr chooses to treat on€ or more of the lol transeciions as a tax-
defened exchange under l.R.C. Seciion 1031, the purchaser shsll coopcrate in
accomplishing the exchange, and consents to the assignment of this Conlract to aqualified exchange intermediary for that purpos€, provided there is no additional
cost or delay in closing and lhe exchanger is not released from liability under lhis
Contract.
14.11 This Agreement is govemed and conslrued in accordance wilh the laws of
the State of Florida.
XV. MISCELLANEOUS - SURVIVE CLOSING
The following miscellaneous provisions and r'tghts of purchaser and S€ller,
hereunder, shall survive Closing and are not deemd satisfial by conveyance of
title.
15.01 Seller and Purchaser agreo that th€ entire Sports Complex properties are
a base footprinl and may vary by plus or minus ('+ or -') 2.5 acrBs. For a period of
one (1) year afler closing, Purchaser may, based on its final design plans, request
an ad.iuslment no greater than plus or minus ('+ or -') 2.5 acr€s. purchaser will be
responsible for all costs of moditying the plat or Re-plat and will receive a
commsnsurate rsfund for any reduc,tion in land or shall pay the commensurate price
for any additional land.
15.02 lf Purchaser has not exercised its option and acquired the Lease property,
then before approvar of a site Devebprnent plan for the sports comprex prop6rtiei,
seller and Purchaser wirl enter into a Reciprocar Driveriay Easement for'shared
acc€ss and egress between. tlg Spoli ,Complex property and Loase propeiy,
wtrich shall be substanlially similar to Exhibit 'G' attached hereto aM incorpJrat#
herein.
15.03 Purchaser's site development plan approval for the Sporls ComplexProperty will either resurt in the r.quirement of the construc-tion of i right tr, [nin conjuncfion with any driveway acce's on city Gate Boulova.d -Norrt, o, u"conditioned upon the reservation of land to facilitetE the future construction of a rirhtturn lane. With the site developmenl improvements on ttre Sports CompLiProperties, Purchaser agrees to coflstruct such right tum rane. puichaser/Leisee
consents to any re'ervation of or dedication of a portion of the t-"ase propertv ioiaright turn lane.
15 04 The prans and prat (ppl) of city Gate comrn€rce cenrer, phase Three, wifiinclude the consrruction prans oithe exle_nsion of city o"L s"r'r.rfi south,'"iiassociated utility infrastructure, tg t_!e sports comptex p.p"rtv, *rri.r,-rrirr-t"reviewed by Coli.r County crowth Management Division. S&, iipiuiiiiidr-irv
16.C.12.a
Packet Pg. 2762 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
City Gale Boulevard Soulh extension as Exhibit'H". Purchaser will be responsible
to extend City Gale Boulevard South, roadway, and utility infrastructure. purchaser
agrees lo bid and award e contract as soon as preclicable. purchaser agrees
that construction will begin as soon as practicable folbwing Closing.
15.05 Essenlial to this Agreement, are the covenents herein regarding the
anangemenls, implementation. and construction of a slorm wat€r Management
System as s€t forih herein. The City Gate project was issued an Environmental
Resource Pormit (No, 1 1-01863-P) (ERP) from the South Florida Water
Management District. Seller has submified for a modification of said pormit for the
construction and operation of a master lake and the extension of City Gate
Boulevard South to the Sporfs Complex Property and for conceptual water
managemenl on Sports Complex Properly aM on +38.5 acres, which +38.5 acres
are depicted on Exhibit'1" attached horeio and incorporaled herein. The specific
lerms, conditions and details regarding the permitting, construclion and operation of
the surface water management system are sot forth in Exhibit "J', whici include the
excavation ol City Gate PUD masier lake and the uEe of the excavated malerials.
Specifically, the County agrees to immediately provide for 10006 of the water'quality'on the Sports Complex Properties and lhe County covenanls that 100o/o
oJ the detention requiremenls ('quantity') [estimated to be a g+ acre lake for Sporls
Complex Properties & Area to Drain Off-Silel will be met ofisile, on the adjacent
County owned prop€rty. Since offsite detention cannot take place until the adjacenl
County land is approprialely permitted, the City Gate pUD maste, lake will
lemporarily serve as the quantity (storag€) po(ion for the Sports Complex
Properties, however, the County understands that such use is stric y limited, ihat
any holdover will cause undue burden on City Gate vacant land and will use its
best efforts to accomplish the goals of the Exhibit .J' permanent surface water
management system, including the offsite lake/detention.
15.06 Nothing herein shall hinder Seller's applicslion under Collier County
Ordinance 2010-20 to establish a mechanism to create a dedicated "*r". of
revenue to fund economic deveropment and to advance economic dovolopmentinitiativss in zones, known as'lnnovation Zones', within the balance of cityGate PUD.
15 07 seller and Purchaser agree ro enter into a Boundary Line Agreement
establishing the common b"yFg.ry. botwe€n the City Gate pUD and tti Countyowned land to the east, as set forth in Exhibit .L".
15.08 shourd any ritigation or other ac,rion be commenced betw€en the parties
conceming the Sports Complex. properties or lhis Agre€ment, lhe party predhrg;;
such litigation or other aclion shall be entitled, in aodition to suctr retiei as mafuegranted, to a reasonable sum for its atlornoy,s f6es, paralegal *arges anU aiii;"andcosts for appellato proceedings in such iitigation 6r othei action: which sum mavbe determined by the court or in C separate adion brought for that pr;""*-" '-'
xvt EN'LIBE SGBEEUENL This Agreement and rhe exhibils aftached herero conrainthe entire agro€ment between the parties, and no promise, .G;;;ii;;:
16.C.12.a
Packet Pg. 2763 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
waranty, or covenant not included in this Agre€ment or any such r€teranced
agreemonts has been or is being relied upon by either party. No modification or
amendment of this Agreement shall be of any force or afi€cr unla$ made in writingaM execul€d and dated by both purchasor and Seller. Tkne is of the ess"nc j
this Agreemenl.
lN WTNESS WHEREOF, the parties herelo have s(rned b€low.
CG ll, LLC, a Ftorida timited liabitity
BY:
:81デ iflilll【:11:11111」llpr°
Ved by
DATED_斗 率 狂_ATTEST:
DWICH「E BROCk,Clerk
AS TO SELLER:
DATED:
クリょ(_ル メ_t´company
30ARD OF COUNTY COMM:SS:ONERS
j,rat$re oill
,Mce presldent
」
「
16.C.12.a
Packet Pg. 2764 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
Exhlblt "A" - Parcel A or Sports Complex property
Exhibit'B" - Parcel B or Lease property
Exhibit 'C" - Land Lease
Exhibit "D" - Fair Market Value and Constructive DonationExhibit'E' - Appodion - Fees and Consultant
Exhibil 'F" - Approved Exceptions
Exhibit "G" - Recrprocal Driveway Easemenl
Exhibit'H" - Typical Section of City Gate Boulevard South extension
Exhibit 'l' - Localion of 138.5 Acres
Exhibit'J" - Permii, Construct and Operale -surface Waler Management SystemE\hibit "K" - Boundary Line Agreement
16.C.12.a
Packet Pg. 2765 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
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Packet Pg. 2766 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
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C)11× 5に)16.C.12.a
Packet Pg. 2767 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
Exhibit C
Land Lease Agreement
TIIS A(lREEMIJNT,:lladc and cntc暉 」ink)this _day of__ _ ,2017,by
CC∥,:′1で ,o「:Orlda limited:iabilly company,l,crcinaftcr call●dthe LESSOR,who"nddms
iS and C01,I′IER COUNTY, a
political subdivision of thc Statc of l'loridn, ils successors and assigns (hcrcinaller rcferred to
as“I′ISSEE'', _
WITNttSETH:
IN CONSIDERAT10N OF thc cxccution of ttis 7、口κmcnt and pcrrormancc of thc
promises hereinaner set rbrth,LESSOR hcrebyicaェ s ullt●I.ESSEE thc foll。輛n3propelty:
Sec,Exhibit``A''attachcd hcrcto and incorporated by rcfcrcncc hcrch
ALL up●n thc fo:lowi●g terms■●d co口 ●:deratlcロ
l. TERM O「LEttE,BASE RENT&ADDIT10NAl,RENT
hel“К tenn shan bct肺 ∝yCars,bcginning____,2018 and cndin3 __,2021
■c BASE ANNUAL RENT is SilXlto be paid to LttOR in THREE ANNUAL
PAYMEWSofSI`∞,duconorbcforctllc lndayofAp■ ￢にirst paymentis requlred
on or beFore Ap∥11■,2018
AIpDⅢONAL RШ ■dttg劇 にtcm ofthe lease,』l includ●●d valoun el estate
taxcs and any"偲 ments fOr o口 ■ol18 and m山 餞回腱∞st by the City O誨 cDD or
雌City Galc Marer PI●po OwnCr's Ass●cimon…錦出離Or ievied upon鵬
LEASED PREMISES notto excecd Finy Thousand(350,lXO)Dollars amually,which is
duc wihin thiny days Ofthe LESSOR's invoicitt for tte same.
II USE OF LEASED PREMISES.
The LESSEEintendso usethe LEASED PttMISES asa°ぃ 画輌aca."LESSOR
speci■cally pcnnits LESSEL at LESSEE's∞蒻,to mよ canyimpmwments nen剛 ■00b●血apprOvJ as a pss parkin3 8rea LESSEE∞venants that the``pss pding area"shali comply
with al!applicable∞unty and/or municipal ordinances.LESSEE shJlrepat any damge to the
LEASED PREMSESぃ ぃulting nmm the mainmance Or removo1 0f said grass p“king呻.Fmher,LESSOR agre that L∬SEE sball be pe“dttcd tO placct erect Or ms回 l signs on theLEASED PREMISES Any Jgn shan∞mply With Jl appucabic∞unty md/or municipal
はIn独 か AI such Jgns shal be m」ntained in a good and safe cOndi10n and appcaran∝byLESSEE at its own expem.LESSEE sha[Fepair any dmage to the LEASED PREMISES
蒻 ultng non the c“範 on,malntenance,or―Ov」。fsaid signs
′
16.C.12.a
Packet Pg. 2768 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
013:′iCAT10NS O「:′itSS()R
'l'o pcrmil LFSSIiI] quictly to hold, Jnsress, and cnjoy rhc l,[ASliD PREMISES
durinS thc tcrm of this AGRIiEMIiN'I', so long as l,liSSEl.l is NOT in dcfault
hereinundcr.
'lb pay, prior to delinqucncy, all n:al pmprrty taxcs, and uny ass€ssmcnts asscsscd
against or lcvicd upon thc LEASEI) PRI.;MISF:S.
lV. OBLiCAT10N O「LESSEEA
'lb rnake all lcsse paymenls when due and payablc, k)gcthcr with salcs tax if
appticable.
To kccp thc I,IJASUD I,RIiMISIiS in a ncai and clean condition at all timcs.
l,liSSlill will not crcatc norpcrmil to bc crcatcd nor rcmain as a result ofany action
ofwork done or contracted for by LESSI.)Ir,, any licn, encumbrance or chargc lcvicd
oD account of any imposition or any mechanic's, laborcr's or matcrialman,s lien
which might be or become a licn, encumbronce or charge upon the LEASED
PREMISES. Any mcchanic's, Ierbore/s, or materialmsn's licn shall bc dischargcd
in accordancc with the following: Ifany mcchanic's, laborc/s, or malcrialman,s
Iicn shall at any timc bc filcd against rhe LIIASED PREMISFS ofas a r€sult ofany
action or work done on bchalf of or conurcted for by LESSEE, LESSEE, within
filteen (15) days aftcr noticc of the filing thcrcof, shall cause it to bc discharged of
rccord by payment, deposit, bond, ordcr of a coui ol compctent jtnisdiction, or
othcrwise.
1b pay the cost of water/sewer, gas, elcctricity, fuel, light, hcat polr/cr, telephone,
cablc TV, and all other utilitics fumished to rhe LEASED PREMISES or uscd by
I,FSSEE in conncction therewith.
To csrry at its own cxpcnsc Comprehensivc Gcncral Public Liability and propcrty
Damage insurmce with combined singlc limits of not less than 1500,000.00 with
insurancc compani$ authorized to do busincss in Florida, insuring LESSOR and
LESSEE against any liability arising out of thc ownership, use, occupancy or
maintcnancc of the LEASED PREMISES and all areas appurtcnsn, therto.
I-ESSEE may provide this iruuraoce undcr a blsnkct policy providcd said insurancc
shall have a LESSOR'S protcctivc liability endorsement attached thcreto.
To thc cxtcnt authorizcd by law, to indemni$ and hold harmlcss LESSOR againsf
and fmm any and all claims arising from LESSEES usc of thc LEASED
PREMISES or from thr conduct of its business or from any activity, wor* or other
things donc, pcrmitled or sufferrd by LESSEE in oi aboui the LEASED
PREMISES and shall lirrther indemnify and hold harmlcss LESSOR against and
from _aly and all claims adsing from any breacb or Dcfault in the pcrformancc of
aoy obligalion on TENANTS part to be performed undcr thc termjof this LEASE
or arising fiom any act or lcgligcnce of thc TENANT or any ofiicer, agen!
employcc, gucst, or invitcc ofTENANT and from all costs, rnomcy,s fccs, wh;lhc;
F.E16.C.12.a
Packet Pg. 2769 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
V.
at trial or oD appesl and liabilitics irrcurrcd in orabout thc dcfcnse ofany suclr claim
or any uction rr pn>cr:eding bruught thcrcon.(i. 'lb thc cxtcnt authorizcd by l8w, to indcmnily snd hold I.IISSOR hannlcss from
any and all claims by, or liability to, any third parries for pcrsonal injury and
pmpcrty dtmagcs suffcrcd as a rqsult of LESSIIE's cmployccs or contl8ctoN io
conrrcctiou with thc usc of thc LttAslil) PRl.:MlSIlS.H. 1ir comply with all govcrnmental rcgula(ious conccrning thc usc ol'thc LEASI1D
l,RllMIS!.lS; and NO I'to permit or suffer any illegal, immoral, or impropcr acl to
rccur on thc I.bASED PREMISb^S; anrl NO'l to makc or pcrmit to bc made any
disturtnncc, noisc, or annoyancc nrhalsocver which would bc dstrimenlal io lhe
pcace. quicl, and comlbrt o,' olhsr pcrsons in the vicinity of thc LhIAS[.)l)
PREMISI]S.l. Tb surrcndcr possession of rhe LIIASI1D PREMISES ot thc tcrminotion of this
Agrccmcnt in comparable condition as ol this date, having rcmovcd any
manulacturcd homcs or improvcmcnts placcd thcrcon by LF:SSF:E.
OTIIER PROVISIONS
A. During the first leasc ycar, the Lfissllll will havc Oc right to cxercise an option to
purchrsc thc prcpcrty dcacribed in E;xhibit "A', for TWO HITNDRED'ffiOUSAND DOI,LARS (900,000.00) (U.S. Cunency) pcr rore. If cxcrciscd,
the salc shall closc within sixty (60) days frum the dare of cxcrcisc, with time not
ofthc esscnce.B. lf not terminatcd by the Closing of lhc option above, LIiSSOR will rcimbursc
LESSEE for impmwrncnts placed on the pmperty by LESSI]E.C. This Agrccmcnl msy not bc changcd, modificd, ot terminatcd, exccp by an
instrumenl execuled by the parties hcrcto.D. lf any term of this Agreement or the application lhercof to any person or
circumstarces shall be deolarcd invalid and uncnforccoble by I court of compctcnt
jurisdiction, the rcmainder of this Agrccment, or thc application of stch term or
provision to pcrsons or circumstances o0rer than those as to *hich it is hctd invllid
or uncnforc€8ble, such lcrm or provision shall bc modified to the minimum ortent
necqsary to make it or ils application valid and cnforccable, and the validity ofall
other provisions of this Agre.mcnt and all othcr applications ofany such term or
provision shsll not be affected thcrcby, snd each term and provision of this
Agrccmcnt slrall be valid and be enforced to the fullest extmt permittcd by law.E. This Agrcemcnt shall bc construed and cnforccd in rccordanc€ with lhe lsws ofthc
Statc of Florid4 exclusive of choice oflaw mlcs, atd this Agrccmcnt shall not bc
consaucd morc strictly against onc party than against the other merely by virhre of. the fact thst it m8y havc becn prcporcd by counsel for onc of the parties, it being
recognizcd tbat both LESSEE and LESSOR havc conbibutcd substantially and
matcrially to 0tc ncgotiEtion and prcparation ofthis AgrccmcnlF, LESSEE may assign this Agrccmcnt to any cntity suhslsntially own€d or controllcd
by LESSEE.C. Words ofany gcndcr uscd in this Agrcement shal.l bc hcld and construcd to include
a:ry othcr gcndcr and words in thc singular shall be hcld to includc rhe phnal, and
16.C.12.a
Packet Pg. 2770 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
vicc vcrsa, unlcss ths context rcquir€s othcravise. 'l1r words "herein", "hercol',
"hcrcundcr" and othcr similar com;xrunds of thc word 'hcrc" when uscd irr this
Agrceme|rt shall rul'cr to thc cntirc Agrecmenl and not to any parliculsr provision
orsoction. ll'thc last day ol'any time period ststcd hcrein shall frll on a Slturday,
Sunday, Icgpl or hanking holiday, thcn thc dumtion of such timc prio<t shall be
extendcd so lhol it shall cnd on thc ncxl succc*ding day which is not a Saturdsy,
Sunday, lcgal or banking holidry. The tcnn "busirxl* day" shall mcan nny day other
than a Saturday, Sunday, legal or bunking holiday.
ll. 'lte pa(ics n:prcscnt and warrsnt that thcy havc not utilizcd thc scrvicas ofany rcal
cstltc brokcr in this tr8nsaction.
lN WI'I'NICSS WHICRI)OI, this Agreement has b€c, duly cxccutcd by the partie h€rcto
as ofthe day and ycar sct forth bclow
LDSSEE:
Dale:
I,IiSSOR:
Date:
16.C.12.a
Packet Pg. 2771 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
Exhibit "D"
..CONSTITUCTIVE DONATION"
Forty-Irive (45) days prior to Closing, Sellcr will, at its cost,
obtain an appraisal of the Sport Complex Property, by a Florida
licensed commercial real estate appraiser, which shall
detcrrnine the fair market value for the constructivc donation
('F.MV Appraisal"). This FMV Appraisal will be in accordancc
with generally accepted appraisal etandards. [t also will meet
the relevant requirements of Regulations section 1.170A-
13(cX3) and Notice 2006-96. This appraisal will be made by a
qualified appraiser, as set forth in the instructions for IRS Form
8283, defined in applicable codes, and the appraiscr will be
competent to complete Part III of Form 8283. Within 15
business days of Seller providing Purchaser with a Form 8283,
fully complcted but for the Donee Acknowledgment, Purchaser
shall complete and sign the Donee Acknowledgement portion of
the form, and return the now fully executed form to Seller.
November 16, 20L7 Version
@
16.C.12.a
Packet Pg. 2772 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
Exhibit“E"
NOPC
R●9bnd ERP
PUDA
DOANOPC
ERP Mod
PPL
S 6,327.50
S 3,34750
S ‐
S 31937.50
017,000.00
At Closing, Purciaser will also reimburse Seller lor engineering and planning servhesy'
cosls lor the PUDA, DOA, NOPC, PPL, ERP Modificalion and Develop€r Agreemenl
Amendnont al 112 ol tim€ and materials al the rates contalnod in th6 Davidson
Enginoering lnc.'s cunsnt continuing s€rvices contract with Collier County. Wiihin g0
days ol date ol this Agreement, Seller shall cause an interim accounthg lo the purchaser
and each monlh thereatter. The linal amounls witl be provided at loast S days prior to lh6
Closing.
NOTC:PaⅥments by theCountrS solld Wa“e.for tい e enens10n Of Clty cate Btt Nofth,are noted on″fOr the
cal":atlon and are not part ofthis´喀reement
Apportion - Fees and Consultant
PUDA DOA Pttn嗜
" M●
dr軸 n PPL
(E―bnd CeNpefocA,P関 3(0."500)340,475●0,
‐ 11266600 1 ア
"Ю
600 0 'コ ●● 1 7,7600 3 14口 0●
"C●
●● 3(12凛
“
αり0●0050013 12脚 ∞)0 (7″Sα りo
At Closing, Purchaser will reimburse Sellsr for applicalion loos in lhe agreod amounls:
16.C.12.a
Packet Pg. 2773 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
Exhibit``F'
Appovcd Exccptions
I . Thc lico of aII tarcs for thc ),€.r Zll I rtd thtt ftcr, which ,ra not )rrt duc
and pryablc. .
2. All rnattcrs cont&incd on tlE City G.tc Cornslrrcc Crnlct, Phuc Thtcc Pl&
as rccordcd io PIat Book
-,
Patc
-,
of lhc Public Rrcods of Collicr
Courty, Florida (hcninrftcr'Plet).
3. Oil, grs end mincnl rcscrvrtions rs sct fodh iD dccd by Buroa Collkr, Jr.,
ct d rc€lrdcd io Dccd Book 30, Pagc 91.
4. Oil, gar rnd mincol rtscrvrtions rarrvcd by Bre Corpotrtioo !s sct fotth
in &cd by Bracc Coryor.tion rccodcd in Dccd Book 33, Pegc 43,{.
5. DcclrEtion of Covcntnt!, Conditioor, Rcstrictims md Brs6.ttcoB of City
Grtc Comnrrcc Plrt and th. Articlcs of Incqporuion of City Gdc Commarcc
PsrI Mrrtcs Propdty Oryncts Associrdo[, lnc., rs rccordcd in Pllr BooI 3525,
Prgc 2931 ?t scq., Public Rccords of CoUicr C-otroty, Florid!: !r !@rdcd,
6. Subjccr Fop€rty lial within thc bouxlarics of City Grtc ComEmity
Dcvclopm.na Diltrict and mry bc subjc€t to thc lcvyio8 of Spocid Al8..tmnts
thcrtof. Noticc of Esl.blirhment of City Galc Communily DcvcloprEnt Dirtrict
rccordcd in O.R. Book 4521, PlgE 1453, Public Rccords of Collicr County, Floridr.
7. Right of Way Occupancy Pcrmii Noticc from Souh Flqidr W cr
Msnrgorn trt Di$dd GnvMD) rccordcd in o.R. Bok 45([, P.to 264t, h:blic
Rccords of Oollicr Conty, Florida
8. SmrMD Notioc of Enviroamntd Rccourcc or Surfs Wrt.I MorrgcrEnt
htmii rccordcd in OI. Book 4506, Prge 3t147, snd SFI|MD Noaica of
Environmcatal Rcsourcc or Surfrcc Watcr Mrnagarcat Fcrmit ncor&d in O.R.
Book 4265, Pagc 2818, Publlc Rccods of C.ollicr County, Floridr,
9. Brscfipni (5' x 40r) in favor ofFlorid! Pow.r & Light Cmp6ry, contalned
in instumcat rccodcd April I t, 2000, O,R. Boot 2664, Pagc 322E, Public Rcodr
of Collicr Cannty, Florida"
10. Boundrry Agrccmcnt.s providcd in th. A$ccmcnl for Srlc & Purchrsc.
t Prngraph I rbore will bc dclctcd r! clo6ing, rs it dcs oot apply to tbc Purcluscr,
&
16.C.12.a
Packet Pg. 2774 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
RBCIPROCAL DRrVEWAY EASEMENT
THIS EAS…medO nnd e哺 劇 unto this_day oF 2017,byCO E,LLC,■Flodda limted liabi:ity companyo whom aleiling edd"聴 B L 9010 Stnda Steli
Cotlに ,Suite 207.Napl●|,日 orid●34109い inanOrて Ю r'●r`℃ity Carり and coLLIER
COUNTY,a polidcal lubdivi8iOn OFれ State oF Florida, whOse m面 11●3●d“口S is whOse
m記 ling ndd""ls3ml T田 滅
“
面 Tn∥Eコ tN●p:es,Florid1 34∥2 oereinaneri.cOunげ)WHBREAS, City Ortc is thc owncr of tbo land morc pertic1,luly dcccribcd es Ld
rccoding to thc Pla of City Garc Comrercc Ccntcr, Phs!. ntrc.' ,s rccordcd in plrt Book ..
Prgc
-
ct scq, , of ttrc Public Rccords of Couir Counly. Floddr
WHEA,EAS, CouDty is rhc owncr of th. hrd mor! p.rticulrdy &lcribcd !r Irt _ (Spods
Complcr Propcrty) lccoding to rhc Pl of City Oste @mEcc Ccntcr, pharc Thrcc, r3
rrcordcd ir Pl.l Book _, PrSc _ cr .rc{., of tho Public Rccodr of Crllicr Cdrory, Floridr.
I\IHEREAS, lh. Frccb art contiguous, adjoin, rnd have a commoo boundrry linc.
WHERBAS, th. Frcrls rbrrt City 6llc Boulcvrrd North. which k r fqr-t.rlc dividcd
rode.y. with ! 15,5-foo( mcdian. and tbc minimum rpacing of mcdim opcnitqs in cfrcct
dichlca lhrrcd mcdi!tr opctringr rnd ddvcwly cotrarEs for lcfr tsm cgcsdres poists,
WHERBAS, tlrc locrtioa of drivewey opcoingr. mcdirn opcaingr ud lcfr tum cgrsrrccs
poi r murt subsranridly conform to Erhibit I rnd S of ttr 2009 Ciry Otrc l}rclopc{ Agcmanr
(Officid Rccodr Boot 4517, Prgc 6{0 ct *q.), x !trEtrdr4 rnd this Brrarot is cotuisEot
wilb srch.
WHERBAS, thr Prrti6 b.vc agrEcd to sbrr! thc urr dthr drivcwsy opcdn! ( fccr of
th. roolh of Ctty Orts Blvd. Nmh righof-wry), nr-dirn oparing and hft rurn cgrcrs/accccr
point io considcretioa ltd cxchrryc for thc prnicr grantiog eh olbsr a rtciprocrl crrcGnt
almg thc afccrrntioocd comam bondrry linc.
miiigatc
W[crrwr urcd hrrda tlr t {rE "(}I!lq'rd '1}rr:!' hdtd3 dl rL pfilat to rlb lnfiultEot
rrd lltrlr n pcctiv. h.ln, hrrl tcFctcdrtiv.+ rcc.a,Et Id .rdF .
WITNBSSETH:
That for in considcrrtion of lhc sum of TEN DOLLARS (310,m) rnd ahcr good, ldcqurtc, rd
vduablc cotrsi&ratioo in hrnd paid by thc Counry !o 0E CO tr, tlE drquEy ud rcocip of
whlch arc bcr*y etnowlcdSf{ CO tr LLC do.r hatby gnnt, brtrin, EU ud conwy uoto thc
Couaty a pcq.il&|. nor-crclorivc driwwry orsorrnt for vohicb eou (Bermrf) owr.
crmr, ard with rcspcd to, lha rlrl propcrty locrtcd io Colliar Couty. Floridr dc.c.ibcd in
Bhibit'1" rtlrchcd bcrcto .nd incoporatod hcrcia by rcftram !trd hcrcinricr rtf.t !d to ar
thc "E$GslcDt P{c.l L"
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レ
16.C.12.a
Packet Pg. 2775 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
Thrt for in considcrxion of thc sum of TEN DOLLARS ($l0.m) rnd oalror tood. adcqurrq rndydulblc co idcntion in hard pald by CE U lo alrc Couoty. rlr dcqr,rry rad rcocip-of which
arc hcrcby actnowlodtcd, the Courty docr hoEby trurr, btrBdn, rcll, and conwy unro tha CGII, r pcrpcturl, non-exclwivc driws,ry crsc,rsti for vchich sccass CE.rarrrrrlri olrr, rcro0s,
rnd with rr.spccr ro, rhe tlrl propcny locdcd io collicr couniy, Ftoridr dcrcribcd io grhiuir -2;
lttlchcd hc]llo rod inqpor"tcd hcrcin by rcfcrcncc rnd hcrcinrftcr rtErrcd io rs rho ,,Earcnrnr
hrc6l 2."
Thcsc rcciprocd etscmcnls arc givan for drivcgry purporcr of ing(Es rrd cg:rt$, by
vchiculrr tr.frrc, orcr, rross, ud wirh rlsprcr m, rtrc Brcnrai prcct t rro rrssurr-prlccr i.Fq-Fr,rp*- of this Agrcctnent, "driwway puryoca" mrnl urc for ud by moving vdriculrrtnffic hr rny prrpocc oonncclcd ryilh th. usc of oithcr proFrty. No putini rtrUt 6 pc"nriaca
on cithcr Br.rcnrcnt Prrccl.
This Eascmar dnll e no trrp bc ohtndcd by !,ly olis whi$ wqlH pmhitit mc" ingrss or
cgrcss, lo lrtd 6orn my l.ndt o trd, conEollcd or urcd by cithcr GnnEc r in my mraru, iiarfuc
with lhc puposcs of this Earansl.
Coroty shdl havr thc right, hrl not thc oblig&rt to iry.ow dE Eeqr IN 2 In ordcr O
inrurc tlrc ftrll eqioymenr of lhc right! gnnEd ad coovcycd by thir Bllcnnnt. Orr fll'tuctsd.
thc C(,rnty ryrs to mCntrh both portbnr of thc Eascarnt.
All tcnrB, cooditiors, lDd provisions of rhis Eaccarcnt rhell run virh rhc tltld rnd shrll inurc
ao lhe b*cfit of rnd bc bindhg upon tlE pmics horcb ltd tEir r!+lcrivr srEccss! and rsdgu,
I0 HAVE AND TO HOLD this Erscmcnr, totcthcr wilh rll rod sintulrr thc
lppurtcn&cqr thcrsunto bclonging or in anywirc iocidcot or rppodrhing, tJ thc usc,
bcocfit rnd bclmf of the Onntcc, its sucrcuon urd rsigns forcvor.
-
Gr"oto* harcby covcnmt thrr ir is hvfully ccizod of rhc t'rored E$Gmonr prrcct io fcc
cimplc; that it hrr good md hvfrIl lutho.ily to convcy rhir B.sarEor; atd lhrt ir blroby fully
wrrrantr and dcfends thc tltlc to thc El'emcor hcruby conwycd rSrinsr tho lr*firl clainr ofdl pcrsors wlrommvcr.
D{ wrrNBss wrBREoF this Rcciprocrl Drivcwry Acccss aod Mrinrcmncc Brrcment hrr
bcca oxocutcd by cech Grrntor whosc scar is aflixcd hGrcto, thc dry rurl yaar fult ;bo;;
wrltrDn.
A":
DWIGHrE BR∝K Clerk
(OmcLALSET{L)
Signcd, ecdcd ud ddivcrcd
In thc porcoca of
30ARD OFCOll―coMMsSIoNERS
COu日 田R COUN「Y,FLORIDA
,(1■」alun
By:
CG L LLC
2ク
16.C.12.a
Packet Pg. 2776 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
Witoe3 (SiBnrlurc)
Nanr:
魯Π轟 di■前 tOd■ab∥ity company
Jomph w●ber,Vtt Pぃ 餞 nti59S MinSは t,Suite 500
hll,0譴 o44308(Pri o. Typc)
Witncss (SiSnrrno)
NeII!:
〈httOr Tッ
")
STATE OF O田0COIJu OFSUMM「FThe For30in3 E●―nt was●knowl●d80d bef●Ic IIE this d●y of
_2tD17,by J●●ph R Weber,Vicc Pregident,on bdh」forCG E,LLC,3取 哺
“
1■ited
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(Attx notarial scal)
Signrtun of Notary Public
Print NltrE of Notrry Rlbtic
NOTARYPUBUC
ScriaUCommimim il (if any):_
My Conmission Brpics:-
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16.C.12.a
Packet Pg. 2777 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
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R.0.W. PAVEMENT SEC￢ON ― CITY GAIE BLVD. SOUTH
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16.C.12.a
Packet Pg. 2778 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
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Packet Pg. 2779 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
EXHIBIT J
ADDENDUM T0
AGREEMENT FOR SAI′E AND PURCHASE:
DttIGN′CONSTRU卿 ON′OPERバ ■ONOF
SURFACE WATF/R MANAGEMENT WSTEM
THIS ADDEND【JM is to tho AGREEMENT FOR SAl.じ AND PURCHASE
(hereinafter referred to as tlle"Purchagc A「cmont")enterOd into hetween CG II,I′I″C,
joined by CITYGATE DEVELOPMENT,LLC and 350 NWN,LLC oorOinaFtor
colloct市 ely reforod to a●oithe,・ ``Seller"or"City(late腱 ),andCOmR COUNTY,3
poh艤 cal subdivision of thc Statc・ of irloridll, it● succcs,ors and a●3ignS(hereinancr
roお r“d tO as“Buyer'or"county“),relating to tho followilig dogcl・ lbod roal property:
61.00-Acle Tract
*6.6-Aclo Tract
Combined
13.80-Acrc Tract
+3t|.60-Acros
"Sportrs Complex Property"
"Leased Parccl" or "Tcmporary Parking"
"Sports Complex Properties"
"Lakc / Rccroational l\'act"
"+38.60-Acrcs" or "Area to Drain Off-Site"111‐21‐17
Scc Exhibit "Al" a ekctch and identification ofthe real propcrty described abovc.
RECITALS
W}fEREAS, essential to tho Purchase Agtoomont, are thc covonants regarding
the permitting, constluction, implementation and operation of the City Gate PUD
Storm Water Management Syatem and lhe itrtegration ofthe real properties above into
that syetem; and
WHEREAS, the epecific terme, conditione and detaile reBarding the permitting,
conetrustion aod operation of tho Storm Water Managomsnt System eet forth hercin
were integral to the final determination of the Purchase Price of the Sporis Complex
Property and the lease terms, including the option price, ofthe l,eaaed Parcel; and
\ryHEREAS, the City Gate project nao issued an Environmental Rpsource Permit
(No. 11-01863-P) (EBP) from the South Florida Water M.nagemsnt County and Citv
Gate has submitted for a modification ofsaid permit for the construction and operation
of a 10.26.acre master lsto and the extension of city Gate Boulevard south to tbe
sports complex Property and for conceptual water managaDent on sportE complex
Properties; and
θ
16.C.12.a
Packet Pg. 2780 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
WH}:RF:AS, thc County will immcdiatcly providc for lO0% of the water .,quality',
on the Sports Grmplex l,ropcrtiea; lnd
WHUREAS, the (hunty q)vonantrr thut l0O% of tho dstention requirementa
fquani,ity") [r:stimated io he a 9* ncm lake for Sports (hmplox Propcrtioa & Aroa to f)rain
OIT-Sitol will bo mot offeits, on the adjnrnnt Oounty owned pmperty and County agmes to
bc eololy l[sponBiblc for tho storm watnr infi'astructure doaign/aizing, construction and
rcconstruction ofaaid infrantrucluro, onnite and offeite, for tho detention olfeito; and
WHDIIEAS, sincc offsit{, dctsntion c{rnnot tako placo until the adjacent County land
is appropriately pormittod, tho City Gat PUI) maetor lakc will tamporarily aerve aa the
quantity (storage) portion for the Sports Complex Prtportios. The Sports Conpler
Properties may use but not exceed 5t)% ofthe maater lake'g dotention etorago; aad
WI{EREAS, tho transitional atorm woter managsment, which pruvidea a blidgc for
tho County, and then @nversion to a Iinal syatem, provides the most cost and timo
clficienl, etorm watar manag€ment systom for the Sports Complex proparties; and
WHDREAS, it is in tho bcst intor.ost of the Crounty to dig, ercavatc, minc, crtract, and
rpmove from thc m&Btet lakc such ma[or{als, a8 pormi ,ad, and ue€ the excavated
materials on tho Sports Camplex PropcrCiee; and
WHELEAS, County and City Gatc will jointly plan and share in the enjoyment of the
lake tract and share maint€nanoe rcsponoibilitier; and
WHERFT{S, County and City Gate both benefit from the timely convereion of the
transitional storm water Eanagement into the contemplated final ayetem arrd agr€€ that
tho intontion ia to complete the storm watsr Dranagement aystem ae eoon ae practicablo;
and
NOW THEREtrOm, it is hereby mutually acLnowledged, and it ie aSreed by atrd
between the partiee ae followe:
I. BECITAI^S: All of the above Becitals are true and correct and are hereby expreaely
incorporated helein by reference aa if set forth fuUy below.
il. I"AI(E/RECREATIONALTBACT
l) BaBic Dssisn: Before Closing, City Gate will have proceesed a modification of its
Environmental Resourc'e Permit (No. 1f -01863-P) @RP) from the SFWMD, which
will include a basic Lake desigrr and constluction level detail, and a Plat of Phas€
Three, which will plat the l,ake/ RBcreational Tract.211‐21‐17
16.C.12.a
Packet Pg. 2781 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
Desi en Adj Us_t_tqt-.4L! :
i) Aa srxrn na practicablc, City (iate and County will jointly doaign alterations in
lho chape ond location of tha Lako and/or fol rrcrcational uses on tho
Lake/llecleational T\'act. Any alteretl Lale dosign muat provide for stolm wator
managemonl, €qual to or eupcr"iol to the original permittcd l,ako.
ii) City Galo roaorvea the right to dosignate the cxact location ofand type of trank
hardening. If (,'ity Gate rpquosta that the County's contractor construct a
crrnurtc bank hardcning (i.e. a x:taining wall), the cost ofsuch will be doducted
fron City Gutc's C,ompensation, which is dofined below. City Gate ugreos to be
raepon-sible for any costs of such concretc bank hardcning that exceeda City
Gatc's Compcneation.
iii) County may, at its solc expense, incorporate a multi-purposo pathway, up to 12
fect widc, on top of the La}o bcrm.
iv) The design and location of the l,ake and the multi-purpose pathway, including
any boardwalk/bridge, muet bc compatible with other lakc front properties in
the City Gato P(JD.
v) Cnunty will prcceas at its sole expense all neceasary applications for permit
rnodifications and perulits for the oporation8 contottrplat d by this Addendum.
County shall pay for all engineering atudios and surveya necesaery to obtain
such permit modifications. City Gate will aroperate by executiug such
applications as may be requitud by governmental authoritieg to obtain euch
pcrmite.
vi) If the County's Lake deeign alteration rcquires the additional land to the Lake /
Becreational Tlact, then the County shall pay for euch additional land and it
shall count toward the maxirnutn adjuetment of 2.6 acree.
County Award Contract: County agreee to bid and award a contract to ercavate
the lale excavation proiect as eoon ae practicable.
Commencement & Comlletion: Excavation will begin a8 Boon aa practical aft,er
award ofa contlect and completion ofthe Lake excavation and imprcvemonta as soon
as practicablc.
Excavatiou Ooerations. City Gate will tcmporarily (18 months commencing at
cloging) leaoe to county the right to entot into and upon the l,ake / Secreation 'Iract
during the term of this Agrooarent. County will dig, excavate, nine, extfact, and3
11‐21‐17 θ
16.C.12.a
Packet Pg. 2782 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
rcmovc fx)m thc Lako / Racr.cation Tract such shell, mnd, limentonc rock, topsoil, and
fill (hcrein romctimcs rtfenrrd kr as t.ha 'Material"), rs 1xlrmittod in BRP.
6) lrsc of Dxcavat€d MatcrialB. County intcnd8 to usc the Material on thc Sportr
(hmplex lrropertiee or skrckpile Mttorinl thoroon. The Oounty aprces that, prior &r
the (Ilssation of its operetion, all cxov{rtcd Matr:rial not inrnrporated into the l,ake /
Rncrcational facilities will be rnoved to the Sports Complex Propertier.
t) Lahc / Recrtlltional Tlact taul Nol Ercotntad. [,ands within tho l.aho/llecreationo I
Tt'act not cxcavalpd shall mcct tho following atandarde:
i) Noriu€ Vegetoaion' To the maximum extont poesiblo, but no lesa than 1 acrc,
exinting native vegetation will be rctaincd in tho area between the boundary of
ths Lake / llecr.eational tloct and the cloecst too of alope of the l,ake bcrm;
excluding any buildings, pat ios or public areas located thetrin.
ii) Topography: Tho land shall bo flre ofholes, gullice, and waehoub !o permit safe
rccrtabional uses and maintsnance equipmont; including stormwater
rnanagomont mgaaurog.
iii) Srabilily: The land ehall havc settlcd and lirmed t the extent that will eupport
rscrcational uees and maintcnance equipment and such that people will be abte
to walk on the surface of thc land.
iv) Sod ond Vegetatbn: AII dieturbod areas Bball bo promptly replanted, seedcd or
sodded in aomrdancs with permite .
g S&opee otd Lake Depth: Nl slopea and lake dcpth shall be in accordanco with tho
ERF peruit.
s1 lahe Mm atd Sunles: County may incorporate a multi-purpose pathway, up t 12
feet wide, on the top of the lake bsrm.
r0) All costs of compliance with p€rmittinB of the operatione contomplated by thie
Agreemcnt shall bo borao by COUNIY.
rr) Acceee. COIJNTY shall establish one or more accesa driveway(s) to the
l,ake/Recrpational Areaa 6om ths project road wayg, at points identified oD Erhibit
A2, and may establigh one or morg pathg br exclugivo use ofhaul trucks to the Sports
Complex Propertiea, City Gate ahall have a right of approval, in ita eole disctetion,
over the location ofguch access drivewaye.411‐21‐17 ひ
16.C.12.a
Packet Pg. 2783 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
ft1ppg4gpiOg. An crrmpuraation for thc !.ight to inrrr4rorate the multi.purpose track
into Lhc lakc / llecrettion Arcrr und thc right l,o the excnvatr: materials rcmoved fnrm
thc lako / ll,ecrreation I'ract, COUIfIY agrcea to pay City Cete compcnaation
calculated as [ollows:
i) Excavatcd Matcr.ials llsod on thn Sporta Complcx Proportios ('Truck Meeaured')
x Actual Cost of Mal.crial to be I)oliver.ed t, Sports Complox Pmperties from
Opcrating Minc; I.ces l,akc Bxmvation C,osts and l.css Costs to mnke material
usablc = disparity. Cr:mpcnaation = Zr of the disparity. County retains X of
disparity as navingr.
ii) Definitions:
(l) Oxcavated Matcrials Uacd on thc Sports Complex Pxrpcrtica ehall bo "'I\'uc[.
Moasured' quantity;
(2) Actual Unil, Cost of Matetial to be Delivered from Operating Mioe ehall also
be "T\'uck Meaeured". llefore Olosing, County and Cil,y Cato ghall each obtain
proposals for matorial haulad to the sit€ from an oporating mine, which
pr,tlposals shall bc updatcd withiD 60 days of tbe start of excavation. If not
more that 15% dissimilar, the average of the two updated propoeels will bo
used ae t}re Actual Unit Cost of Matcrial. If more that 16% diasimilar, a third
proposal will be obtaiucd by tho ERP angineer and the averrge of the two
closest updatad proposals will be used as the Actual {lnit Cost ofMaterial;
(3) Lake Excavation C,osts asaume typical cuetomary excavation methods a.rr
cr"nloyod, including but not limited to blaeting. Lako Excavation Cogts iaclude
conetructing a lako berm, final gading, seeding/sodding and littoral plantingu;
and
(4) Costs to oake material usable includea cruehing atrd scrconin& but ig limited
to the sxt€nt Doco8sary to make it u8sble.
iii) The County shall keep a mast€r rccord ofthe time and amount of each load and
at tho erd of each day a eummary will be made and will be provided to City Gate.
The quantitiea of material removsd fiom the Lake / Recreation Tract will be
totaled each calendar month and sumtD&ries will be delivercd to City Gate and
the compenration therefole will be paid by the County to City gate on or beforr
tbe 16th day of the following Bonth. City Cate aud its authorized agents may,
from time to ti-ae, entor upon the premisaB to inspect the same and to meaeure
the quantity of material being extracted therefmm, and Bhall also have the right
to audit and hepect County'B CortrastonB accouuta and recorda ueed in calculating
the compensatiou paid to City gatc hereunder.
Lake will include lake aerator€.
Ooeratlon & Malntenance: the County and City Gate will share Long-Term
Operation and Maintenaace of the Lake / Recreational lYact.5H‐21‐17
13)
rr)
16.C.12.a
Packet Pg. 2784 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
cr rY GATq B.r,V-D_.$9-IIUI
Pcrmit: Ilefore Closing, Scllcr.will havo pnxxrueed thc Plans and Plat (lrPT) of City
Gutc Commorcr Center, Ithanc Threo, which include tho rnnstruction plana of l.he
exteneion ofCity Catc Boulevard South, and its agsociatcd s[orm water manogcmcnl,.
Desitn AdilrstXoenlf: Any design changoe murt bc appmvod hy both Scller and
Purchasor.
Constructlon_o-fyQl tv Gate BI vd. Sou,t_h
i) Includes its associatcd 8t{rrm wator managcmcnt.
ii) Completion storm watcr managoment inrprovemcnts aB soon as practieable.
_Ope3gfigg&_!4qig'1!eneAA9i Irlng Term Maintcnanco try CDD or POA
SPORTS C.O.MPLEX( PROPEBTIEq
General: Purchaser cotonants that it will d-egie,-Ag4etfU9t qpd-angEClglbg
$oor(s Comoler ProBerties
PiEicEi
i) No more than 60% is impervious. For thie Agreement, the parties mncur that
artifrcial turf fields are coneideted pervious;
ii) l0O% of water quality atandarda are mot oneite;
iii) For wator retention and detention:
(1) For thirty-aix (36) monthe following Clooing, Purchaser may temporarily ure
the l,ake;
(2) If Sellet hae uot provided written noticc to Purchaser that it hae a bona 6de
neod for the lake volume, or material portion thereo( being used by purrhaser,
the Purchaser may continue to uae the Lake for twelve (12) additional months,
but not more than a total of forty-eight (48) montha following Cloeing.
(3) If Soller hae provided Purchaser witl wlitten notice that it hao a bona 6de
need for the Lake volume, or matclial portion thereo{ being uaed by purchaaer,,
the Purrhaeer may contiuue to uee the Lake for two (2) years therealter, but
not more than a total of forty-eight (48) montha following Cloeing, but not lees
than thirty-six (36) montha following Cloeing or more than forty-eight (rl8)
monthe following Closing.
Permit and Construction:
i) Purchaser shall be reeponaible for all permitting and mnatruction costs ofthe ERp6
∥2卜 17
IV
16.C.12.a
Packet Pg. 2785 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
V.
:)
Barlt.rn waLor manugRmsnt Hystem on tho Sporta Complox ltmportiea, reBardlcrs of
whother thc <nnstruction ir oxclrrsively for thc Sports l,ark Pmpertien' syetcm.
ii) If Purrhaecr. hae not obtaincd the ncecsaary permil.g to srnatruct the stl)l.m watcr
retention and dcCantion syskm for tho Sports Complax Pr.npertiea olfgite on
adjo(x:nt Corrnlr owncd propcrty, thon l)rrrchaser. Bgr.o.,8 to conatl.uct tho watar
retontion and dotcntion syskrm retluirod on thc liceour\:c. Rnmvory Business
I)ark.
p_pCfqtlgE} i[Cin!eESn!,c! 'l'ho opcr.ation and Maintenance of thc Sur.faco Wator
Managcmont Systam on the Sport [bmplox Prupcrties shall be the aolo rceponaibility
of Purchascr'.
38.60 ACREq
Desiqn:
i) Seller will design watcr rclcntiou and detention bascd on ?0% imporvioua.
ii) I00% of watcr quality standards alo mct onsite;
iii) For permanent water retention and dotontion, aftor thirty-six months, I00% of
storm water retention and detention rcquircments (quantity) must be mot offsite
on County owned land to the eaet;
iv) Tho dosigrr, permittinB and coneti.uction of the pormanent olGita water
managemenL system fo!' th6 38.5 acrcs shall be concurrrnt and joint with t[e
oftite watcr managonont ayatcm for the Sporta Complox Propertioe.
Permit and Construction:
i) Seller will be r.esponsible all permitting of on8it€ sur.face watcr rnanagement
8y8t€m,
ii) Purchaeer ehall be responeiblc all permitting and conatruction coate of the o&its
surfacs wator managsment By8tom.
(l) Purchaser ahall have thi$y-six (36) months following Closing to permit and
ooDstmct the ollsit€ gurface water manageEent ByBtem;
(2) If Sellor hae not providod writt€n notice to Purchaser that it haa a bona frde
need for water rttontion and detention for lot(a) in the 38.60 arua, the
Purchaser may continue to uee the Lake for twelve (12) adilitioaal mont}B, but
not more than a total of forty-eight (48) montha following Closing.
(3) If Seller has provided Purrhaeer with writton notice that it has a bona fide
nsed for watcr tetention and detention for a lot(e) in the 88.60 arra, the
Putrhaeer may contiaue to uso the Lake for two (2) yeare theroaftor, but not
lese than thirty.eix (36) monthr followiug Cloeing or more than forty-ei8ht (i18)
months following Closing.
Ooeration & Maintenance: The Operation and Maintenance ofthe Sudaoe lVat€r7
ll‐21‐17 θ
16.C.12.a
Packet Pg. 2786 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
Managcmr:nt syatr:m qrrality oneito fhall lrc tho sellor and quantity ofisite shall be
the vrle rurponeibility of County.
VI. Gcneral'Iarms:
I) TTMElsol'THBlLssliNCli:'lhodesign,pelmittingandonetructionofthopormanonr.
olIsite water management systcm for the a8.5 acre8 shall be concunent and joint with
the Sports Oomplcx Propcrtics. If forty-two monthe (42) montha aftcr Closing,
Purchaeor has not substantinlly begun construcLion ofa water managemcnt ayst.D on
the adjacont o,unty owned pnrperty or on the Reeource Racovery Businees park, then
county will qrnetruct lakc onsitc, at a location dcsignatod by city Gate. The county
agrees to be eolely reaponeihle for all coste of designing, permitting and constructing tbo
lake and as.sociated atorm water infraetructure. county will aleo leaso the land for the
lake at a monthly rate of r.b% ofthe fair mar*et value of the land, until such timo as ths
olfsito surfac.e water systom ie build, obviating the need for the oneitc lakc, but no loes
than onc ycar. within cix (6) monr,hs of the temination of the lea8s, county shall, at its
eole coets, rcturn the loacod land to its condition prior to excavation.
ry The county ehall pay for all costs of rocording the convoyanoe inetrument in the public
Remrds of collier county, Florida. All othcl costs associated with thie tranaaction
including but not limited to trausfer, documentary aud intangible taree, and rccoriling
cogts br any curative inetrumenta shall be borne and paid by city Gata. city care ehall
be rraponeible for paying any costs andl/or fese as€ociated with ttre sosuring and rccording
of all subordination, consent & Joinder of Easement instrurnetrts relative to alt
mort4ago(s) rpcorded agairet thc Pnoperty fmm the mortgagee(s). The coBt of a titJe
cpmmitment, if auy, shall be paid by County anrUor C;ounty.
a) This Agreement and the termg and provisione hereof ehall be effective ae ofthe data this
Agroement is executed by both partiea and shall inule to the benefit of and be biading
upon the palties hereto and their reepective heira, executore, pereonal repreeentativsB,
aucce880r'8, 8u@es80r' trust€e8, and/or aesigneee, whenever the contort eo rcquiros or
admits.
'l) conveyance of the huperty by city Gate ie contingent upon the provisione, conditione, or
premises ao stated above and in the written Agreement, iocluding all exhibits attached
hereto, shall constitute the ontire Agreement anil uaderetanding of the parties, and
there a,t no other prior or cpntemporaneoue written or oral agreements, undertakinp,
promiees, wan'anties, or covenants not coatained hercin.8ll‐21-17
16.C.12.a
Packet Pg. 2787 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
r,) This Agrremont is govorned and eonstrued in aq:ordanco with the lawa of the Stata of
t'lodda.
lN WITNTLSS WHEREOF, tho partice horcto heve Bigned thig Addendum bolow.
:3『 (IttI(III111」llApprovodby
A管 優蔭DWEQHT E BROCК つlerk
DATED:
どITNE∬郎: ,
ノ)ut___ユ tは ´
t__
e血 縫d NamO)
BOARD Or COUNTY COMMISSIONERS
COI′JER COUNTY,FI′ORIDA
CG II, LLC, a Floridu limit d liabiliry company9
11-21-17
ぷ TO PURCHASER:
(Slgnatu“)(Sigrratule)
Name)
BY: r″
Pcnny
16.C.12.a
Packet Pg. 2788 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
レ
16.C.12.a
Packet Pg. 2789 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
ル
16.C.12.a
Packet Pg. 2790 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
BOI,NDATY I,INE AGNBEMBNT
Thir Agrcarmt, mrdo thc
-
dry of -- I)l8, barvca CG tr, LIf, r
Flortde [dfcd [ebfiy .or!F.ir, (hcEinrncr
'lEnrd to ri "CE n, U.C"), wtlorc Bdliog ddrrs ir
12 I S. Mdr Stroq. Suih 5m, Abon. OH 413(f, and C.ollbr C.ounly. r polldcel rubdlvirloa o{ tb Strc
of Eortd., (horclnrfir Gfc.rcd ro rs "Coont/), whorc m.IUnB .ddrc$ b 3335 Tlnllrd Trril Blrr,
Nrpt s, FL 34112.
WIIE&BAS, th City Ort3 ir thr orllcr in fcc rlnrpb of c.nrh rad popcrty gononlly lnown u thc
alcsr portior of th Norrh la of Scction 35, Towrhip 49 Sorth, Rry 26 Bril md rr rmrc pnricululy
dc$ribcd on &heL&.A .rtrdtcd bc.sto sd mrdG pd lslof (lglitrficr "Pucol A")t rnd
WHBRBAS. thc Conty thc owncr in ftc rioplc of ccndn rcd propcrry gcacnlty known l! tha \ cer h
of thction 36, Townrhip 49 Sarth, Rrgc 26 E$t rad !r trDrE p.rrhulrdy dcrribcd oo SchGdul. B.ll8H hcEto rd mdc prli hccof (brclnrtlc( "P&cl B'): ]d
WHBREAS. PrrcEl A rdjoir Prrcsl B; md
UnIBREAS, Or putict dlriE to fir !d dcfinitcly c.trui& O! bouadrry linc hct*sn tho tyo plrr.lt
nmUmod $ort lc+caivoly otmld by lhcm witlpu dirputc: ld
NOW, THEREFORq in cqrddcntion of thc mutud prEoirGs md curwyucar bG'rio cqltdncd, !d
otb6 Sood rld vdurbb conddsdon, fftr rlccipr of ntlcb i! Ecty l[utudly d('loylc.lrd. 0E
p.rtlcr hcrao for tblDrcll&r rnd oEir hGiE, lcgrl rpcrcntativcr, cco$ors md ardto, covsrrot rtrd
rgls !t bUowt:
Th thc cosuron boodrry liE b3twEco alt pr6?b rhdl bc dccocd ttc doof tlF Scctioo Lirc,
c.hbtltrd by the origind turrry. rad tL cDormo borltrdrry ir cslsubhcd u bcing dBcribod lt
followr:
a IjNE C0MMEI{CING AT rf,E NB OOII{EE Or SE,CTION 15, ItOWt{8HIp a'sotml f,r"NGE 2a BASr, OOIJIEn, COUtry, nI)ruIrA, SAID @nltBR BEING
ooitMoN WITE Nw COnNXn OISECnON 34 mwl{Sf,tp a9 soLIIf,,IANGE
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16.C.12.a
Packet Pg. 2791 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
In wrrNEss WHEREoF, wc hrw [ercuato srt olr brods rtrd seds o.r rhc dsro frr rboyt mcatloncd.
16.C.12.a
Packet Pg. 2792 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
MERTSCHEDULE A
16.C.12.a
Packet Pg. 2793 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
INSERT SCHEDULE B
α
16.C.12.a
Packet Pg. 2794 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
INSERT EXHIBrrl
16.C.12.a
Packet Pg. 2795 Attachment: Original Agreement (14288 : Fifth Amendment - Sports Complex)
LOCATION MAPC
PAV,PSo、
Colけ C●●Ⅲ
16.C.12.b
Packet Pg. 2796 Attachment: Location Map (14288 : Fifth Amendment - Sports Complex)
FIFTH AMENDⅣEENT
TO AGREEMENT
THIS FIFTH AMENDMENT TO AGREEMENT is entered into this_____day of
December,2020,by and bc●veen CG II,LLC,a Florida limited liability company(hCrcinaner
refcrred to as“Seller''),whOSC mailing address is 121 S.Main Street,Suite 500,Akron,OH 44308,
and COLLIER COUNTY,a political subd市 ision ofthe State ofFlorida,its successors and assigns,
whosc addressis 3335 Tamiami Trail East,Naples,Flo五 da 34112,(hereinatter referred tO as“County''
or“Purchaser'').
WITNESSETH
WHEREAS, the Seller and County have previously entered into an Agreement for Sale and
Purchase ("Agreement") dated December 12,2017 for a certain parcel of land ("Parcel A") and the
lease/option of a certain parcel of land ("Parcel B"); and
WHEREAS, on May 4,2018, the County's purchase of ParcelA closed.
WHEREAS, on March 5,2019, the County's purchase of a 4.83-acre portion of Parcel B closed.
WHEREAS, the Seller and County completed a Re-Plat (PL20190000350) through the Collier
County Growth Management Division, which merged the 4.83-acre with Parcel A into one lot and
made other "clean-up" revisions requested for the Collier County Spofis Complex and Event Center.
This Re-Plat was approved by the Board of County Commissioners on March 26,2}lg and recorded
onMay 1,2019 atPlatBook65, Page94 ofthePublicRecordsof CollierCounty,Florida.
WHEREAS, Section 15.01 of the Agreement, which was to survive closing, provided that
Seller and Purchaser agreed
"that the entire Sports Complex Properties are a base footprint and may vary by
plus or minus ("* or -") 2.5 acres, For a period of one (1) year after closing,
Purchaser may, based on its final design plans, request an adjustment no greater
than plus or minus ("* or -") 2.5 acres. Purchaser will be responsible for all costs
of modif,ing the Plat or Re-Plat and will receive a commensurate refund for any
reduction in land or shall pay the commensurate price for any additional land".
Page l of3
RBR-11.17.2020
②
16.C.12.c
Packet Pg. 2797 Attachment: Fifth Amendment to Agreement (14288 : Fifth Amendment - Sports Complex)
WHEREAS, on March 26,2019, the Seller and County entered into an Amendment lo
Agreement, which amended Section 15.01 ofthe Agreement, by providing that the Purchaser may
acquire a 2.5-acre parcel n 54.7 feet x 703.8 feetl ("2.5 Acre Property,,), as described in Exhibit .,A',
thereto, for $200,000 per acre, and incorporate the Property into the Collier County Sports Complex
and Event Center. Closing was to occur on October I I , 201 9 unless Seller extended Closing to
January 10, 2020 by written notice to the Purchase, on or before September 20rh, 201 9.
WHEREAS, on September 10,2019, the Seller and County entered into a Second Amendment
to Agreement, which provides for the County's acquisition of 0.345 acres (the east 23.70 feet ofLot
9 according to the Replat ofPhase Three) ("0.345 Acre Property") and a 2.l}-acre property (the east
130.1 feet ofLot 23 according to tho Replat ofPhase Three) ("2.10 Acre Property").
WHEREAS, on December 10, 201 9, lhe Seller and County entered into a 'Ihird Amendment to
Agreement, which provides lor the closing ofthe purchase and sale ofthe 0.345 Acre Property and, at
Seller's option, the purchase and sale ofeither the 2.10 Acre Propeny (hereinafter "2.10 Acre South
Property) or the east 1.75 acres of Lot 9 according to the Replat of Phase Three (" 1 .75 Acre North
Propeny").
WHERIIAS, on May 26,2020, the Seller and County entered into a Foufih Amendment to
Agreement, which provides for the closing ofthe purchase and sale ofthe 1.75 Acre North Property.
See, copy of May 26, 2020 Fourth Amendmenl lo Agreement attached hereto as Exhibit " l ".
WHEREAS, the Seller and County are desirous of further revising the Agreement as more
particularly provided for herein.
NOW THEREI'ORE, in consideration of the mutual covenants and obligations provided
within the Agreement, and other valuable consideration, the receipl and sufficiency of which are
hereby acknowledged, Seller and Purchaser hereby agree the Agreement is amended as follows:
Capitalized terms used in this Amendment without definition shall have the respective
mcanings attributed thereto in the May 26,2020 Fourth Amendment to Agreement.
The Closing Date is hereby extended from December 1,2020 to lNfay 17,2021.
Purchaser agrees to reimburse Seller for all Lot Split or Re-PIat costs, including but not Iimited
to surveying, engineering and legal, at Closing.
Except as expressly amended herein the said Agreement between the Purchaser and County
remains in full force and effect according to the terms and conditions contained therein, and said terms
and conditions are applicable hereto except as expressly provided otherwise herein.
Page 2 of3
RBR - I1.17.2020
16.C.12.c
Packet Pg. 2798 Attachment: Fifth Amendment to Agreement (14288 : Fifth Amendment - Sports Complex)
IN WITNESS WHEREOF, the Purchaser and County have hereto executed this Amendment
the day and year first above written.
PURCIIASER:
DATED:
AWST:
Crystal K.Kinzel,Clerk ofthe
Circuit Court
, Deputy Clerk
Approved as to form and legality:
Jennifer A. Belpedio
Assistant County Attorney
DATED: Mv Z-ct Zυ ιυ
BOARD OF COUNTY COMMISSIOllERS
COLLIER COUNTY,FLORIDA
BY:
Burt L. Saunder, Chairman
SELLER:
CG Ⅱ,LLC,a Florida limited liability company
(Printed Name)
Page 3 of3
RBR-11.17.2020
(Signature)
ノ.「Pも 。
ィ易 ゥ″
⑤
WiTNESSES:
16.C.12.c
Packet Pg. 2799 Attachment: Fifth Amendment to Agreement (14288 : Fifth Amendment - Sports Complex)
「OURTH AMENDMENT
TO ACREEMENT
THiS FOURTH AMENDMEヽ T TO AGREEMENT is enteredintothお _6:(31｀ayof M.y,
2020,by and betwecn CC IIo LI´C,3 Florida∥mitod:iabiliけ COmpany(hereinaner reFerred to as
“Sc!!cr'),whose mailing address is 121 S,Main Street,Suite 500,Akron,OH 44308.and COLLIER
COUNTY,a political subdivisiOn orthe state of Flo「ida,its sLiCCCSSOrs and assigns,whose address is
3335 Tamiami T腱 il Rlst,Naplcs.Florida 34∥2,(hcreinaner referred lo as"County''or``Purchascr'｀),
WII'NESSETH
WHEREAS, the Seller and County have previously entered into an Agreement for Sale and
Purchase ("Agrecmcnt") daled December 12,2011 for a ccrtain parccl of land ("Parcel A") and the
lease/option of a ccrtain parcel of land ("['arcel B")l and
WHEREAS, on May 4. 201 8. thc County's purchasc of Parccl A closed.
WHEREAS, on March 5, 2019, thc County's purchasc ola 4.83-acrc portion of Parcel B closed.
WHEREAS. the Seller and Count,v completed a Re.Plat (PI-20190000350) through thc Collier
County Oronth Management Division, which merged the 4,83-acre rvith Parcel A into one lot and
made other "clean-up" revisions requested for the Collier County Sports Complex and Event Center.
This Rc-Platwas approved by the Board olCounty Commissionen on March 26,2019 and recorded
on May l, 2019 at Plat Book 65, Poge 94 of the Public Records of Collier Counry, Florida.
WHEREAS, Section 15.01 of the Agreement. which was to survive closing. provided that
Seller and Purchaser agrecd
"that thc entire Sports Complex Pmpcrties arc a base 1'rrolprint and may vory by
plus or minus ("+ or -") 2.5 acres. I:tlr a pericrd of one (t) ycar afler clcrsing.
Purchaser may, based on its final design plans. requesl an adjustmcnl no grcatcr
than plus or minus ("+ or-")2.5 acres. Purchaser will be responsible forallcosts
of modifying the Plat or Re-Plal and wili receive 8 commensurate refund for any
reduction in land or shall pay the commensurate price fbr any additional land".
WHERf,AS, on March 26,2019. thc Scllcr and County entered into an Amcndment tcr
Agreement, which amended Section 15,0 1 of the Agreernent, by providing that the Purchaser may
acquire a 2.S-acre parcel [ 54.7 feet x 703.8 feet] ("2.5 Acre Property"), as described in Exhibit "A"
Pagc l oF4
RBR-5.04.2020
③
16.C.12.c
Packet Pg. 2800 Attachment: Fifth Amendment to Agreement (14288 : Fifth Amendment - Sports Complex)
thcrcto, for 5200.000 pcr acre. and incorporate the Propeny inro the Collicr County Sports Complex
and Evcnt Ccntcr. C'losin g was to occu. on Octobcr I I . 20 I 9 u n lcss Scllcr cxtcndcd C losing to Jcnuary
l0,2020bywrittennoticeloihc[,urchnseronorbcforeseptcmber20th,2Olg.,ste co1ryaf l4arch 26,
2019 Amandmenl t<t Agrecment alochcd htrato u; Iixhibil " t ".
\YH EREAS, on Septernber I 0. 2019, rhe Seller and County cntered into a Sccond Amendment
to Agreement, which provides for lhe County's acquisition of 0.345acres(theeast21.?0ieetotLol
9 uccording to the Replst of Phase Threc) ("0.145 Acrc Propeny") and a 2.l0-acre properry (thc east
130.1 feet ol Lor 23 according t(r thc Rcplat of Phase 'l'hrec) ("2.10 Acre Propeny"). lire copy of
Seplenber 10, 2019 Secttnd Anen.lment h Agreemcnt ottoched hereto as f:rhihit "2"
WHEREAS, on Decenrber 10, 2019. the Seller ond Counly entered into a Th ird Amendment to
Agreemen(, which providcs for the closing ofrhc purchrue and salc ol'the 0.345 Acrc Propeny and. at
Scller's option, thc purchssc and sale ofeirherthe 2.10 Acrc Propcny (hercinaflcr "2.l0 Acre Sourh
Properly) or thc csst 1.75 ucrcrof Lrjt 9accordinglolhe Rupla( of Phrsc Thrcc ( '1.75 Acre Nonh
Prop€rty"). ,Sec, co1ry of Dett'mbcr 10, 2019'thirtl lnendmcnt lo Agraament o!ta<.hc.l hervb .$
Erhibit " 3 ".
WHEREAS, the Scllcr and County arc dcsirous of lunher revising the smended Scction 15,01
to provide for the purchasc and sale of only thc cast 1.75 acrcs of Lot 9 according to the Replat ol'
PhaseThree('f.75 Acre Nonh Propeny"). Srte, sketch and legtl description o! the l,75AcreN'orth
Properly onached h(ralo end int'otf)ruted hercin ot Erhibit '1".
NOW 't'HERf,I'ORU. in considerstion ol'thc mutlal covenanls and obligations providcd
wirhin thc Agreement. and othcr vsluEhle considcra(ion, Secrion 15.01 is hercby amcndcd in irs
entirely t0:
Capitalized lcrms uscd in rhis Amcndmcnt wirhour dcfinirion shall have thc respecrive
mcan ings anributcd lhereto in lhc Deccmber 10, 20 l9 'l'hinl AmEndmcnr [o Agrccmcn!.
Scllcr and Purchuscr agrec that any right to purchasc and any obligation ro scll thc ?.10 Acre
South Property is hereby terminated.
Seller and Purchuser agree that rhc |urchaser may acquire the l.?5 Acre Nonh parcel for
$200.000.00 pcr acrc, equal to l'hree llundrcd Iif'ry 'l housand Dollars (.$350,000.00), ro incorporale
into thc Collicr County Spons Complex and Event Center. ClosingshalloccuronorhcforcDecember
l, 2020. Prior to Cllosing, Scllcr shall complctc 0 l,ot Split or l{c-lrlat rhrough thc Collier County
Crorvth Managcment Division which will esrsblish rhe boundarics of the 1,75 Acrc North
Property. Purchaser ocknowledges rh8r a l,or Splir or Rc-PIar musr bc commcnccd by Scllcr long
bcfore thc Closing Datc (o bc complctcd timcly. Purchaseragrces to reimburse Scllcr for all Lor Splir
Pagc 2 of 4
RBR - s.04.2020
IB:T0 16.C.12.c
Packet Pg. 2801 Attachment: Fifth Amendment to Agreement (14288 : Fifth Amendment - Sports Complex)
or Re'Plal costs, including but not limi(ed to surveying. engineering an<! legal, at Closing. lf Closing
docs not occur bcforc or on Dcccmbcr l, 2020, the Purchaser will makc reimbursement to Seller no
latcr than Dcccmber 30,2020.
Except as exprcssly arncndcd herein thc said Agreement bctwcen thc Purchascr and County
remains in full force and cffect. according to the terms and qonditions contsined therein. and said terms
gnd qonditions are applioablc hereto except as expressly provided otherwise herein.
lN WITNESS WHEREOF, the Purchaser and County have hercto executed rhis Amcndment
the day and year first above written.
DATE)_i卜
'い
鉾0
AttEST:
Crystal K′Kinzel、Clerk ofthe
Ciκ ulCottl11111.:・ へ.lcgality:
Pagc 3 0「4RBR-5.04。2020
BOARD O「COUNTY COMMISS!ONERS
COl´1,IER('OUNTY,Fl′ORIDA
EXHIB:丁
Burt L. Saunders, Chairman
A. Bclpedi
①
趾―
16.C.12.c
Packet Pg. 2802 Attachment: Fifth Amendment to Agreement (14288 : Fifth Amendment - Sports Complex)
AS TO SELLER:
DATED:
“
年 ブ
~1_」
乙 θ′″
Wi'日 NESSES:
雨古::】1卜 (I)1:|三
二」:｀L二 1lE主 主壺壁翌壼」」1.1、
Page 4 of4
RBR-5.04.2020
EXHIB:TCCG 11l LLC,a Florida∥mitcd liab∥ity company
Z“セ ス●フ´″ゎがだ
(1t r' {, 1,
16.C.12.c
Packet Pg. 2803 Attachment: Fifth Amendment to Agreement (14288 : Fifth Amendment - Sports Complex)
ESTIMATE
To:
City Cate(City Cate CDD)
City Gate DHve
Naples,FL 34117
lbm
Maintenance Takeover lnitial Cleanup
' Cleanup/Weeding of Medians along City Gate Boulevard North.
* Trimming & Cleanup of Hedgerow along Canal/North MPUD Buffer* Mowing/Edging/Weed-Eating/Blow-off of City Gate Boulevard North
and buffer on south property line.
'Entrance from City Gate Boulevard North to Food Truck Park and
the berm outside of the fence around the lake.
' Haul-off of Debris
Notes
Estimate #
Estimate Date
TotalAmount
Prlca Tarl
$7,000.00
Subtotal:
Tax:
Past Due Amount:
Tot l Amount:
1283
11/24/2020
S7,00000
Tax2 Lin●Total
S7,00000
S7,00000
$000
S000
S7,000.00
Quantity
10
View Online: htlps:/A,vww.yardbook.com/'l 35887/pay_now
16.C.12.d
Packet Pg. 2804 Attachment: Yardology Inc Invoice (14288 : Fifth Amendment - Sports Complex)