Agenda 12/12/2017 Item #16A2512/12/2017
EXECUTIVE SUMMARY
Recommendation to approve an Amended and Restated Bentley Village Redevelopment Agreement
between the Collier County Board of County Commissioners and CC-Naples, Inc., a Delaware
Corporation, for the partial redevelopment of the Bentley Village, a continuing care retirement
community (CCRC) in the Retreat at Naples Planned Unit Development (PUD), Ordinance
Number 97-71.
OBJECTIVE: To obtain Board of County Commissioners (Board) approval an Amended and Restated
Bentley Village Redevelopment Agreement to allow for the staging and partial redevelopment of the
Bentley Village CCRC. The redevelopment consists of adding 51 new units and ultimately demolishing
existing units.
CONSIDERATION: On December 8, 2015 Collier County and CC-Naples, Inc., entered into an
agreement for the Bentley Village continuing care retirement community (CCRC) to allow for the
construction of new residential units and the demolition of existing units. Bentley Village is developed
within the Retreat PUD. The Retreat PUD is approved for a total of 740 units, as shown in the below
table.
RETREAT PUD BREAKDOWN
Property Description Corresponding Units
A. Total Non-Owner property (i.e., not owned by Owner and not
part of BV)
162
B. Owner Property (Part of BV)
(i) Constructed with duly-issued Certificates of Occupancy 562
(ii) Unbuilt Units 16
(iii) TOTAL (B)(i) + (B)(ii) = Total Units (Built-out and Unbuilt)
associated with Owner Property at SDPA Approval Date
578
C. TOTAL (A) + (B)(iii) = Retreat PUD Maximum Allowable
Density
740
As noted, 162 units within the Retreat PUD are not associated with Bentley Village, are not owned by
CC-Naples, Inc. and were not affected by the 2015 Agreement and will not be affected by the proposed
amended agreement.
The first phase, as approved by SDPA and Building Permit (PRBD2015020457601), provided that 36
existing units were demolished, 72 new units were constructed and subsequently, 48 units were
demolished. The table on the following page provides for the revised unit count at the completion of the
phase one.
12/12/2017
UNIT COUNT AT DEMOLITION OF WATEREDGE BUILDINGS
Property Description Corresponding
Units
A. Non-Owner property (i.e., not owned by Owner and not part of BV) 162
B. Owner Property (Part of BV)
(i) Built Units on Owner Property at Completion of Redevelopment Project 598
(ii) Less: Total Units at Wateredge Buildings demolition 48
(iii) SUBTOTAL (B)(i) - (B)(ii) = Built Units on Owner Property at Demolition
of Wateredge Buildings
550
C. TOTAL (A) + (B)(iii) = Built-Out Retreat PUD Unit Count at Demolition
of Wateredge Buildings
712
The proposed Amended and Restated agreement will provide for in Phase Two (SDPA -PL20160002772),
the construction of fifty-one (51) residential units contained within a four (4) story multi-family building
and the eventual demolition of Units in buildings 20, 21 and 22, located at 2000, 2100 and 2200
Viewpoint Drive. As similar within Phase One, this arrangement will provide for a temporary overage of
units within the project as the new units are constructed, but will allow for no displacement of residents
aging-in-place pursuant to the continuing care contracts and at the completion of Phase Two with the
demolition of the units within the identified Viewpoint buildings will be within the maximum density of
740 units provided for within the Retreat PUD.
FISCAL IMPACT: There is no Fiscal Impact associated with this action.
LEGAL CONSIDERATIONS: This item is approved as to form and legality, and requires majority
vote for Board approval. -JAK
GROWTH MANAGEMENT IMPACT: This request is consistent with Collier County’s Growth
Management Plan.
RECOMMENDATION: To approve the Amended and Restated Development Agreement to allow for
the staging and partial redevelopment of the Bentley Village CCRC.
Prepared by: Mike Bosi, AICP, Director, Zoning Division
ATTACHMENT(S)
1. Attachment-A-Bentley-Village-Amended-Restated Agreement (PDF)
2. Attachment-B-12-8-15-Bentley-Village-Agreement (PDF)
12/12/2017
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.A.25
Doc ID: 4124
Item Summary: Recommendation to approve an Amended and Restated Bentley Village
Redevelopment Agreement between the Collier County Board of County Commissioners and CC-Naples,
Inc., a Delaware Corporation, for the partial redevelopment of the Bentley Village, a continuing care
retirement community (CCRC) in the Retreat at Naples Planned Unit Development (PUD), Ordinance
Number 97-71.
Meeting Date: 12/12/2017
Prepared by:
Title: Division Director - Planning and Zoning – Zoning
Name: Michael Bosi
11/03/2017 12:03 PM
Submitted by:
Title: Division Director - Planning and Zoning – Zoning
Name: Michael Bosi
11/03/2017 12:03 PM
Approved By:
Review:
Growth Management Department Judy Puig Level 1 Reviewer Completed 11/06/2017 4:43 PM
Growth Management Department Thaddeus Cohen Department Head Review Completed 11/07/2017 9:50 AM
Growth Management Department James French Deputy Department Head Review Completed 11/12/2017 10:50 PM
Office of Management and Budget Valerie Fleming Level 3 OMB Gatekeeper Review Completed 11/13/2017 2:49 PM
Budget and Management Office Mark Isackson Additional Reviewer Completed 11/14/2017 4:38 PM
County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 11/15/2017 4:15 PM
County Manager's Office Nick Casalanguida Level 4 County Manager Review Completed 11/26/2017 3:19 PM
Board of County Commissioners MaryJo Brock Meeting Pending 12/12/2017 9:00 AM
ROETZEL
850 Park Shore Drive
Trianon Centre
3rd Floor
Naples, FL 34103
DIRECT DIAL: 239.649.2736
PHONE 239.649.6200 FAx 239.261.3659
alupo@ralaw.com
WWW.RALAW.COM
September 5, 2017
VIA HAND DELIVERY
Jeffrey A. Klatzkow, Esquire
OFFICE OF THE COUNTY ATTORNEY
3299 Tamiami Trail East, Suite 800
Naples, FL 34112
RE: Amended and Restated Bentley Village Redevelopment Agreement
Dear Mr. Klatzkow:
Please see enclosed the original Amended and Restated Bentley Village Redevelopment
Agreement as executed by my client pursuant to your email of September 1, 2017.
Please let me know if you need anything further in advance of the September 12, 2017
meeting.
Thank you for your time and attention.
ADL/te
Enclosures
ROETZEL & ANDRESS
A LEGAL PROFESSIONAL ASSOCIATION
118600941 129373.0005
Very truly yours,
ROETZEL & ANDRES S, LPA
RMM�Ii111R -
rr �gY.M4'.►
ASHLEY D. LUPO
tin
MC
CHICAGO • WASHINGTON, D.C. - CLEVELAND • TOLEDO - AKRON
COLUMBUS • CINCINNATI • ORLANDO - FORT MYERS - NAPLES
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AMENDED AND RESTATED BENTLEY VILLAGE
REDEVELOPMENT AGREEMENT
This Amended and Restated Agreement is made and entered into this day of
2017, by and between CC -Naples, Inc., a Delaware Corporation ("Owner"),
and The Board of County Commissioners of Collier County, Florida, as the governing body of
Collier County ("County").
RECITALS:
w
WHEREAS, the Owner and the County entered into the Bentley Village Redevelopment
Agreement, as recorded on December 16 2015 at Official Records Book 5233 Pages 3978 et.
seq., Public Records of Collier County, Florida ("2015 Agreement"); and
WHEREAS, the property ("Property") governed by the 2015 Agreement consists of
approximately 156 acres in unincorporated Collier County, commonly known as "Bentley
Village" or "Vi at Bentley Village" (hereinafter "BV"); and
WHEREAS, BV is part of a Planned Unit Development (PUD), more fully known as The
Retreat, with an allowable maximum density of 740 Units; and- 4
WHEREAS, BV operates as a continuing care retirement cow'mvnity (a "CCRC�7
) for
senior citizens on the Property; and
WHEREAS, the Owner constructed additional Units at BV pursuant to permits issued
p
under an approved Site Development Plan Amendment (PRBD 2015020957601) and plans to
construct additional Units pursuant to further phases of its project (the "Redevelopment
J p
Project"); and
WHEREAS, the 2015 Agreement facilitates the long-term transition plan for the
relocation of current, long-term BV residents who occupy Units in Buildings 15, 16 and 17,
located at 1500, 1600 and 1700 Wateredge Drive in Naples, Florida(herein, the "Watered e
p g
Buildings"); and
WHEREAS, under the 2015 Agreement, the Owner continued the construction of Units
under its Redevelopment Project and the County issued Certificates of Occupancy to Owner for
constructed Units prior to the demolition of the Wateredge Buildings; and
117721361 1
WHEREAS, Owner is not required to demolish the Wateredge Buildings pending
vacancy of all Units within each building currently occupied by long-term BV residents; and
WHEREAS; upon the demolition of the Wateredge Buildings pursuant to the 2015
Agreement, the total number of Units then constructed on the entire Retreat PUD will be within
the maximum density of 740 Units, and
WHEREAS, the Owner is proceeding with the next phase of the Redevelopment Project,
specifically SDPA — PL20160002772, consisting of the construction of fifty-one (5 1) residential
units contained within a four (4) story multifamily building ("Phase II"); and
WHEREAS, in anticipation of Phase II, the Owner has developed and is executing a
long-term transition plan to relocate current, long-term BV residents who occupy Units in the
Buildings 20, 21 and 22, located at 2000, 2100 and 2200 Viewpoint Drive in Naples, Florida
(herein, the "Viewpoint Drive Buildings"); and
WHEREAS, the Owner's plan ensures that (i) an appropriate number of Units in the
Viewpoint Drive Buildings are vacated consistent with the Owner's CCRC operations at BV, and
(ii) the orderly demolition, consolidation and/or redevelopment of one or more of the Viewpoint
Drive Buildings may be accomplished without unnecessary interruption to long-term BV
residential occupants; and
WHEREAS, the parties recognize that it is critical to minimize the impact of the
Redevelopment Project on BV residents who currently occupy Units located within the
Wateredge and Viewpoint Drive Buildings to support those residents aging -in-place pursuant to
these continuing care contracts.
WITNESSETH:
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and
valuable consideration exchanged amongst the parties, and in consideration of the covenants
contained herein, the parties agree as follows:
1. All of the above RECITALS are true and correct and are hereby expressly
incorporated herein by reference as if set forth fully below.
117721361 2
2. Owner and County reaffirm that, pursuant to the terms of the 2015 Agreement,
until demolition occurs for at least two (2) of any of the Wateredge Buildings, that Owner shall
not occupy or make available for occupancy any current, vacant Units in those three (3)
buildings. Further, the Owner agrees that, once vacated, any Unit in the Wateredge Buildings
shall remain vacant and unoccupied pending demolition under the terms of the 2015 Agreement.
3. Owner and County agree that Owner shall not occupy or make available for
occupancy any current, vacant Units in the Viewpoint Drive Buildings until it presents final
future redevelopment plans to bring the Unit count among the Viewpoint Drive Buildings within
the PUD's maximum density (i.e., "Phase III"). Further, the Owner agrees that, once vacated,
any Unit in the Viewpoint Drive Buildings shall remain vacant and unoccupied pending
demolition, consolidation and/or redevelopment (at the Owner's discretion) under the terms of
this Amended and Restated Bentley Village Redevelopment Agreement.
4. Collier County agrees to issue Certificates of Occupancy to Owner for the 51
Units being constructed under Phase II, irrespective of the status of the demolition, consolidation
and/or redevelopment (at the Owner's discretion) of one or more of the Viewpoint Drive
Buildings, once all other terms of the approved permits related to the 51 Units being constructed
under Phase II by Owner have been met. The vacant, unoccupied Units within the Wateredge
and Viewpoint Drive Buildings shall not be used in calculating impact fees for purposes of
issuing the Certificates of Occupancy for any of the new Units. The Owner agrees that such
demolition, consolidation and/or redevelopment (at the Owner's discretion) of one or more of the
Viewpoint Drive Buildings as part of Phase III redevelopment shall be completed no later than
seven (7) years from the date of the issuance of the Certificates of Occupancy for the new Units
being constructed under Phase II by Owner approved under this Agreement.
5. Nothing herein shall affect or limit the right and ability of the Owner to submit
additional property located on or within the Owner's Property for development or
redevelopment.
Legal Matters:
6. This Agreement shall not be construed or characterized as a development
agreement under the Florida Local Government Development Agreement Act.
1177213611 3
7. The burdens of this Agreement shall be binding upon, and the benefits of this
Agreement shall inure to, all successors in interest to the parties to this Agreement.
8. Owner acknowledges that the failure of this Agreement to address any permit,
condition, term or restriction shall not relieve either the applicant or owner, or its successors or
assigns, of the necessity of complying with any law, ordinance, rule or regulation governing said
permitting requirements, conditions, terms or restrictions.
9. Except as otherwise provided herein, this Agreement shall only be amended by
mutual written consent of the parties hereto or by their successors in interest. All notices and
other communications required or permitted hereunder shall be in writing and shall be sent by
Certified Mail, return receipt requested, or by a nationally recognized overnight delivery service,
and addressed as follows:
To County:
Harmon Turner Building
Naples, Florida 34112
Attn: County Manager
Phone: (239) 774-8872
Facsimile: (239) 774-9370
To Owner -
CC -Naples, Inc.
c/o Classic Residence Management
Limited Partnership
Attn: General Counsel
71 South Wacker Drive, Suite 900
Chicago, IL 60606
Phone: (312) 803-8800
Facsimile: (312) 803-8801
Notice shall be deemed to have been given on the next successive business day to the date of
the courier waybill if sent by nationally recognized overnight delivery service.
10. Owner shall execute this Agreement prior to it being submitted for approval by
the Board of County Commissioners. This Agreement shall be recorded by the County in the
Official Records of Collier County, Florida, within fourteen (14) days after the County enters
117721361 4
into this Agreement. Owner shall pay all costs of recording this Agreement. The County shall
provide a copy of the recorded document to the Owner upon request.
11. In the event of a dispute under this Agreement, the parties shall first use the
County's then -current Alternative Dispute Resolution Procedure. Following the conclusion of
this procedure, either party may file an action for injunctive relief in the Circuit Court of Collier
County to enforce the terms of this Agreement, said remedy being cumulative with any and all
other remedies available to the parties for the enforcement of this Agreement.
12. An annual review and audit of performance under this Agreement shall be
performed by the County to determine whether or not there has been demonstrated good faith
compliance with the terms of this Agreement. If the Collier County Board of Commissioners
finds, on the basis of substantial competent evidence, that there has been a failure to comply with
the terms of this Agreement, the Agreement may be revoked or unilaterally modified by the
County.
117721361
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE TO FOLLOW
5
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their appropriate officials, as of the date first above written.
Attest:
DWIGHT E. BROCK, Clerk
RON
Appro
Jeffrey
, Deputy Clerk
F
w, County Attorney
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA,
By.
Penny Taylor, Chairman
CC -NAPLES, INC.,
a Delaware Corporation, d/b/a Vi at Bentley Village
By:
Print Name: 4V
GQ Title:
ACKNOWLEDGEMENT V;y
STATE OF ILLINOIS )
)ss:
COUNTY OF COOK
The foregoing instrument was acknowledged before me, the undersigned Notary Public in and for the
State of Illinois, on this 164 day of **.Se e M� e r 2017 by aetw N-3
asc , U "�)r
s i X.)r+ (type of authority, e.g., officer, tru tcc, etc.) of CC
NAPLES, INC., a Delaware Corporation, d/b/a Vi at Bentley Village.
Notar Public
Name.,
State of -Luiluais
My Commission Expires:
11772136 _ 1 6 OFFO& SEAQ.
FEUCIA SATES
NOTARY PUBLIC - STATE OF tlLUX
A
6 A
BENTLEY VILLAGE REDEVELOPMENT AGREEMENT
This Agreement is made and entered into this 9A�n day of 2015�
by and
............ - - ----------------- -------- - --
between CC -Naples, Inc., a Delaware Corporation ("Owner"),, and The Board of County
Commissioners of Collier County, Florida, as the governing body of Collier County ("County").
RECITALS*
- 0
WHEREAS, the property ("Property") governed by this Agreement consists off~
1 01
approximatel-v. 156 acres in unincorporated Collier County, commonly known as "Bentley
Village" or "Vi at Bentley Village" (hereinafter "BV"); and
WYIEREAS., By is part of a Planned Unit Development (PUD), more fully known as The
Retreat, with an allowable maximum density of 740 Units; and
BV operates as a continuing care retirement community (a "CCRC") for
senor citizens *tizen.s on the Property; and
WHEREAS, the Owner is constructing additional *Units at BV pursuant to permits issued
under the approved Site Development Plan Amendment (the "Redevelopment Project"); and.
WHEREAS, the Owner intends to demolish three (3) multi -family buildings, Buildings
15, 16 and 17, located at 1500, 1600 and 1700 Wateredge Drive in Naples, Florida (herein, the
``Wateredge Buildings"'), pending vacancy of all Units within each. building currently occupied
by long-term BV residents. The parties acknowledge and recognize that, upon the demolition of
the Wateredge Buildings, the total number of Units then constructed on the entire Retreat PUD
rill be within the maximum density of 740 Units; and
WHEREAS, in anticipation of the Redevelopment Project, the Owner developed and has
executed a long -tern transition plan to relocate current, long -ten -n BV residents who occupy
Units in the Wateredge Buildings, such that (i) all Units in the Wateredge Buildings may be
vacated consistent with, the Owner's CCRC operations at BV, and (ii) the orderly demolition of
each of the Wateredge Buildings may be accomplished without unnecessary interruption to long-
term. BV residential occupants; and
IN TR 5206943 OR 5223 PG 3978
RECORDED 12/16/2015 9:39 AM PAGES 5
DWIGHT E. BROCK, CLERK OF THE CIRCUIT COURT
COLLIER COUNTY FLORIDA
REC $44.00
WHEREAS, the parties recognize that it is critical to minimize the impact of the
Redevelopment Project on By residents who currently occupy Units located Within the
Wateredge Buildings.
0
W I TNE S SETHO
NOW, THEREFORE, in consideration of Ten Dollars ($ 10.00) and other good and
valuable consideration exchanged amongst the parties, and in consideration of the covenants
contained herein, the parties agree as follows:
1. All of the above RECITALS are true and correct and are hereby expressly
incorporated herein by reference as if set forth fully below.
2. Owner agrees that, until demolition occurs for at least two (2) of any of the
Wateredge Buildings, that it shall not occupy or make available for occupancy any current,,
vacant Units in those three (3) buildings. Further, the Owner agrees that, once vacated, any Unit
in, the Wateredge Buildings shall remain vacant and unoccupied pending demolition under the
terms of this Agreement. The Owner agrees that such demolition shall be completed no later
than five (5) years from the date of the approval of this Agreement.
3. Collier County agrees to issue Certificates of Occupancy to Owner for the 72
Units being constructed under the Approved Permits and Site Development Plan Amendment,
irrespective of the status of the demolition of the Wateredge Buildings, once all other terms of
the Approved Permits related to the 72 Units being constructed by Owner have been met. The
vacant, unoccupied Units within the Wateredge Buildings shall not be used in calculating impact
fees for purposes of issuing the Certificates of Occupancy for any of the new Units.
4. Nothing herein shall, affect or limit the right and ability of the Owner to submit
additional property located on or within the Owner's Property for development or
redevelopment.
Legal Matters:
5. This Agreement shall not be construed or characterized as a development
agreement under the Florida Local Government Development Agreement Act.
2
6. The burdens of this Agreement shall be binding upon, and the benefits of this
Agreement shall inure to, all successors in interest to the parties to this Agreement.
7. Owner acknowledges that the failure of this Agreement to address any pennit,
condition, term or restriction shall not relieve either the applicant or owner, or its successors or
assigns, of the necessity of complying with any law, ordinance, rule or regulation governing said
d
permitting requirements, conditions, terms or restrictions.
8. Except as otherwise provided herein, this Agreement shall only be amended by
mutual written consent of the parties hereto or by their successors in "Interest. All notices and
other communications required or permitted hereunder shall be in. writing and shall be sent by
Certified Mail, return receipt requested, or by a nationally recognized overnight delivery service,
i
and addressed as follows. -
flannon'rumer Building
Naples, Florida 34112
Attn: County Manager
Phone.- (239) 774-8872
Facsimile: (239) 774-9370
To owner:
CC -Naples, Inc.
c/o Classic Residence Management
Limited Partnership
Attn: General Counsel.
71 South Wacker Drive, Suite 900
Chicago, IL 60606
Phone.- (312) 803-8800
Facsimile: (312) 803-8801
Notice shall be deemed to have been given on the next successive business day to the date of
the courier waybill if. sent by nationally recognized overnight delivery service.
9. Owner shall execute this Agreement prior to it being submitted for approval by
the Board of County Commissioners. This Agreement shall be recorded by the County in the
Official Records of Collier County, Florida, within fourteen (14) days after the County enters
3
into this Agreement. Owner shall pay all costs of recording this Agreement. The County shall
provide a copy of the recorded document to the Owner upon request.
10. In the event of a dispute under this Agreement, the parties shall first use the
County"s then -current Alternative Dispute Resolution Procedure. Following the conclusion of
this procedure, either party may file an action for injunctive relief in the Circuit Court of Collier
County to enforce the terms of this Agreement, said remedy being cumulative with any and all
other remedies available to the parties for the enforcement of this Agreement.
11. An annual review and audit of performance, under this Agreement shall be
performed by the County to determine whether or not there has been demonstrated good faith
compliance with the terms of this Agreement. If the Collier County Board of Commissioners
finds, on the basis of substantial competent evidence, that there has been a failure to comply with
the terms of this Agreement., the Agreement may be revoked or unilaterally modified by the
County.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE TO FOLLOW
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their appropriate officials, as of the date first above written.
Jeffrey Af Kv, County Attorney
CC -NAPLES, INC.,
a Delaware Corporation., d/b/a Vi at Bentley Village
By.
-
Prir/Name:
Title: ?Pvg
ACKNOWLEDGEMENT
STA'I`E OF ILLINOIS
)ss:
COUNTY OF COOK
The foregoing instrument was acknowledged before me, the undersigned Notary Public in. and for the
�7f �
State of Illinois, on this 4�_k`aday of k 0 V -e- fl' 2015�by ?Vaki-eittl 2 1
as
(type of authority, e.g.., officer, trustee, etc.) of CC -
11 LA
NAPLES, INC., a Delaware Corporation, d/b/a V1 at Bentley Village.
OFFICIAL SEAL
FELICIA SATES
Notary Public - State ofIllinois
11
My Commission Expims 0511 Y201 7
Notary; Public
Name: e C, i _5
State of
My Commission Expires: t>
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