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Agenda 11/18/2014 Item # 14B1 Proposed Agenda Changes Board of County Commissioners Meeting November 18,2014 Move Item 10B to Item 5G: This item to be heard in conjunction with Item 11D. Recommendation to consider the recommendations contained in the Conservancy of SW Florida's Oil Legislation Presentation. (Commissioner Fiala's request) Withdraw Item 14B1 : Recommendation that the Community Redevelopment Agency (CRA) approve an Agreement for Purchase and Sale authorizing the sale of CRA owned property in the Gateway mini-triangle to Fortino Construction & Development, LLC for construction of a mixed-use development comprising residential, hotel and rooftop restaurant and retail uses. (Purchaser's request) 11/18/2014 14.8.1. EXECUTIVE SUMMARY Recommendation that the Community Redevelopment Agency (CRA) approve an Agreement for Purchase and Sale authorizing the sale of CRA owned property in the Gateway mini - triangle to Fortino Construction & Development, LLC for construction of a mixed -use development comprising residential, hotel and rooftop restaurant and retail uses. OBJECTIVE: To sell CRA owned property to Fortino Construction & Development, LLC (Fortino) for redevelopment. CONSIDERATIONS: On September 9, 2014, the Board directed staff to advertise the property for sale. Bids were received and Fortino was the sole respondent with an offer of $5,200,000 for the property. On October 28, 2014, Agenda Item 14131, the Agreement with Fortino was presented. Board directed staff to re -draft the Agreement and address specific issues and concerns raised by the Board. The Executive Summary from that meeting is attached for reference. Real Property Management staff met with Tim Durham, Executive Manager, Jean Jourdan, CRA Operations Manager, and Jennifer Belpedio of the County Attorney's Office to address the Agreement and the issues and concerns that the Board had with the previous Agreement for Sale and Purchase for the Redevelopment of the Gateway Mini - Triangle. The standard Agreement for Sale and Purchase was utilized. Notable provisions and material changes to the prior Agreement include the following: 1. The purchase price is due on or before the closing date. (Although this is not a change, it is clearly one of the central provisions of the Agreement. The County is to receive full payment from the Purchaser on or before the closing date; i. e., there is no payment plan or County financing contemplated in this Agreement. See 2.01, 3.01, 3.013 and 3.0131of the Agreement.) 2. New language has been added regarding the effect of bankruptcy and foreclosure on the covenants and restrictions that run with the property. (See No. 5 in the Declaration and 4.017 in the Agreement.) 3. The County retains the o tp ion to buy back the property at $5.2 M. (This is merely an option and not a requirement.) 4. Regarding the transfer or sale of the property prior to the completion of the project, the County (1) retains the right to be notified in writing at least 60 days prior to the transfer or sale, and (2) retains the right to unilaterally reject the transfer or sale. The transfer or sale may be voided by the County if there is a failure on the part of the Purchaser to provide the required notification. (See 4.015 and 4.016 of the Agreement.) 5. The brokerage commission issue is expressly decoupled from this Agreement. (See 13.01 in the Agreement. It will be brought back to the Board at a subsequent meeting for final determination and disposition.) 6. The "profit- sharing" provision has been removed. Packet Page -875- 11/18/2014 14.B.1. 7. The two letters from Zoning Services are now referenced and included in the materials. 8. The references to the exhibits in the body of the documents now match the exhibits. FISCAL IMPACT: The loan incurred by the CRA for the purchase of redevelopment property has principal outstanding at 9/30/2014 of approximately $6,638,433. A final balloon payment of approximately $4,750,000 on the principal balance is due on June 1, 2018. The net proceeds of the proposed sale will be used to pre -pay loan principal. If the sale proceeds, the principal reduction will effectively make the loan fully amortizing by the end of the loan term. The principal reduction at current interest rates will result in interest expense savings of approximately $190,000 in the first year. The primary CRA revenue source is Tax Increment Financing. That means that the CRA will realize TIF revenue gains from the marginal growth in taxable value within the CRA. The CRA properties and the two private properties presently have a taxable value $3,426,547. It is outside of staff's area of expertise to quantify potential taxable value increases or when such increases might be reflected on the tax roll. In their proposal, the Developer offers the following statement: "We anticipate that the County could potentially realize long term increased benefit of $46,000,000.00 as a taxable value on the property we will develop." Perhaps the most important fiscal consideration is weighing the benefit of achieving the CRA's redevelopment goals against the cost of acquiring and holding the properties that are the catalyst for the proposed redevelopment. The following table provides a financial summary, based on available information, of the acquisition and holding costs versus the subject offer. Description Date Amount CRA Land Purchase 9/16/09 (6,386,000) Loan Interest Expense (1,033,546) Sales Commission (312,000) Land Cost & Commission on Sale (7,731,546) Rent/Lease Revenue (FYI 0 - FY14) Purchase Offer Total Proceeds and Rent Receipts 1,493,335 5,200, 000 6,693,335 Gain /(Loss) on Sale (1,038,211) There is no additional fiscal impact as a result of the revisions made to the Agreement and the Declaration. GROWTH MANAGEMENT IMPACT: There is no impact on the County's long -range planning effort. LEGAL CONSIDERATIONS: This item has been approved for form and legality and requires a majority vote for Board action. - JAB Packet Page -876- 11 /18/2014 14. B.1. RECOMMENDATION: Staff is recommending that the Community Redevelopment Agency: 1) Approves the attached Agreement; 2) Authorizes the Chairman to execute the Agreement and other necessary documents to facilitate the sale; and 3) Authorizes staff to deposit the funds received from the sale into the appropriate account. PREPARED BY: Cindy Erb, SR/WA, Senior Property Acquisition Specialist, Real Property Management, Department of Facilities Management and Jean Jourdan, CRA Operations Manager Packet Page -877- 11/18/2014 14.8.1. COLLIER COUNTY Board of County Commissioners Item Number: 14.14. B. 14. B. 1. Item Summary: Recommendation that the Community Redevelopment Agency (CRA) approve an Agreement for Purchase and Sale authorizing the sale of CRA owned property in the Gateway mini - triangle to Fortino Construction & Development, LLC for construction of a mixed- use development comprising residential, hotel and rooftop restaurant and retail uses. Meeting Date: 11/18/2014 Prepared By Name: ErbCindy Title: Property Acquisition Specialist, Senior, Facilities Management H /6/2014 2:14:40 PM Submitted by Title: Property Acquisition Specialist, Senior, Facilities Management Name: ErbCindy 11/6/2014 2:14:41 PM Approved By Name: JourdanJean Title: CRA Operations Manager, County Redevelopment Agency Date: l l /7/2014 8:42:20 AM Name: LinguidiDennis Title: Manager - Facilities, Facilities Management Date: 11/7/2014 9:57:27 AM Name: DurhamTim Title: Executive Manager of Corp Business Ops, Date: 1 l /7/2014 1:40:07 PM Name: MottToni Title: Manager - Property Acquisition & Const M, Facilities Management Date: l ]/10/2014 9:02:07 AM Packet Page -878- 11 /18/2014 14. B.1. Name: BelpedioJennifer Title: Assistant County Attorney, CAO General Services Date: 11 /12/2014 1:37:48 PM Name: FinnEd Title: Management/Budget Analyst, Senior, Transportation Engineering & Construction Management Date: 11/12/2014 2:40:54 PM Name: KlatzkowJeff Title: County Attorney, Date: 11/12/2014 3:11:26 PM Name: DurhamTim Title: Executive Manager of Corp Business Ops, Date: 11/12/2014 3:23:56 PM Packet Page -879- 11/18/2014 14. B.1. BAYSHORE CRA Folio Number: 00388440007, 00388480009, 77510200006, 77510280000,77510320009 & 77510240008 AGREEMENT FOR SALE AND PURCHASE FOR THE REDEVELOPMENT OF THE GATEWAY MINI- TRIANGLE THIS AGREEMENT is made and entered into by and between COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY, its successors and assigns, whose mailing address is 3299 Tamiami Trail E., Naples, FL 34112 (hereinafter referred to as "Seller "), and FORTINO CONSTRUCTION & DEVELOPMENT, LLC., a Florida limited liability company, its successors and assigns, whose mailing address is PO Box 10102, Naples, Florida 34101, (hereinafter referred to as "Purchaser "). WITNESSETH WHEREAS, Seller is the owner of that certain parcel of real property (hereinafter referred to as "Property "), located in Collier County, State of Florida, and being more particularly described in Exhibit "A ", attached hereto and made a part hereof by reference. WHEREAS, Purchaser is desirous of purchasing the Property, subject to the conditions and other agreements hereinafter set forth, and Seller is agreeable to such sale and to such conditions and agreements. Property is being sold "as is ". WHEREAS, Purchaser agrees to redevelop the Property, with a multi -story hotel with up to 193 units, meeting space, a rooftop restaurant, ground floor retail and personal services as well as professional offices and up to 89 multi - family residential dwelling units. NOW, THEREFORE, and for and in consideration of the premises and the respective undertakings of the parties hereinafter set forth and the sum of Ten Dollars ($10.00), the receipt and sufficiency of which is hereby acknowledged, it is agreed as follows: AGREEMENT 1.01 In consideration of the purchase price and upon the terms and conditions hereinafter set forth, Seller shall sell to Purchaser and Purchaser shall purchase from Seller the Property, described in Exhibit "A ". Property is being sold "as is ". II. PAYMENT OF PURCHASE PRICE 2.01 The purchase price (the "Purchase Price ") for the Property shall be FIVE MILLION TWO HUNDRED THOUSAND and no /100 Dollars ($5,200,000), (U.S. Currency) payable by wire transfer (said transaction hereinafter referred to as the "Closing "). Said payment shall be full compensation for the Property conveyed. This is a cash transaction with no contingencies for financing. Packet Page -880- `@ 11 /18/2014 14. B.1. 2.02 Purchaser shall deliver a deposit of FIFTY TWO THOUSAND and no /100 Dollars ($52,000) together with this Agreement signed by Purchaser, with additional deposit of ONE HUNDRED THOUSAND and no /100 Dollars ($100,000) by December 15, 2014 (hereinafter collectively referred to as "Earnest Money ") . The Earnest Money will be held in escrow by Gray Robinson, ( "Escrow Agent ") subject to clearance. Escrow Agent's address is 8889 Pelican Bay Boulevard, Suite 400, Naples, FL 34108; Phone: (239) 598 -3601. 2.03 The Earnest Money shall be held by Escrow Agent in an interest bearing account to be disbursed as provided herein. In the event that the sale of the Property as contemplated by this Agreement is closed in accordance with the terms and conditions hereof, the Escrow Agent shall apply the Earnest Money and any interest thereon to the Purchase Price due on the date of closing. In the event the Purchaser defaults under this Agreement or fails to close by the established closing date as set out in 3.01 for any reason other than a default by the Seller or a catastrophic event beyond the reasonable control of the Purchaser, the Escrow Agent shall release the Earnest Money to the Seller as actual damages for the Purchaser's failure to close, and the Parties shall have no further obligation to one another under this Agreement. In the event the Seller fails to close within fifteen (15) days after the established closing date as set out above for any reason, to include any failure to deliver good and marketable title to the real property, the Escrow Agent upon request of Purchaser shall release the Earnest Money to the Purchaser and the Parties shall have no further obligation to one another under this Agreement. III. CLOSING 3.01 The Closing (THE "CLOSING DATE ", "DATE OF CLOSING ", OR "CLOSING ") of the transaction shall be held on or before one hundred eighty (180) days following execution of this Agreement by the Purchaser, unless extended by mutual written agreement of the parties hereto. The Manager of the Real Property Management Section or designee is authorized to enter into such mutual written agreements on behalf of the County for extensions of up to an additional sixty (60) days without further approval by the Board of County Commissioners. The Closing shall be held at the Collier County Attorney's Office, Administration Building, 3299 Tamiami Trail East, Suite 800, Naples, Florida. The procedure to be followed by the parties in connection with the Closing shall be as follows: 3.011 Seller shall convey a marketable title free of any liens, encumbrances, exceptions, or qualifications. Marketable title shall be determined according to applicable title standards adopted by the Florida Bar and in accordance with law. At the Closing, the Seller shall cause to be delivered to the Purchaser the items specified herein and the following documents and instruments duly executed and acknowledged, in recordable form: 3.0111 Statutory Deed in favor of Purchaser conveying title to the Property, free and clear of all liens and encumbrances other than: Packet Page -881- a 11 /18/2014 14. B.1. (a) The lien for current taxes and assessments. (b) Such other easements, restrictions or conditions of record. 3.0112 Combined Purchaser - Seller closing statement. 3.0113 A "Gap," Tax Proration, Owner's and Non - Foreign Affidavit," as required by Section 1445 of the Internal Revenue Code and as required by the title insurance underwriter in order to insure the "gap" and issue the policy contemplated by the title insurance commitment. 3.012 Seller shall provide a copy of their existing Owner's Title Insurance Policy(ies) as evidence. Purchaser, at their own expense, will be responsible for obtaining their own title insurance commitment and Owner's Policy of Title Insurance. 3.013 At the Closing, the Purchaser, or its assignee, shall cause to be delivered to the Seller the following: 3.0131 A negotiable instrument, by way of a wire transfer, in an amount equal to the Purchase Price. No funds shall be disbursed to Seller until the Title Company verifies that the state of the title to the Property has not changed adversely since the date of the last endorsement to the commitment, referenced in Section 4.011 thereto, and the Title Company is irrevocably committed to pay the Purchase Price to Seller and to issue the Owner's title policy to Purchaser in accordance with the commitment immediately after the recording of the deed. 3.0132 Funds payable to the Seller representing the cash payment due at Closing in accordance with Article III hereof, shall be subject to adjustment for prorations as hereinafter set forth. 3.02 The cost of the Owner's Form B Title Policy, issued pursuant to the Commitment provided for in Section 4.011 below, shall be paid by Purchaser. The cost of the title commitment shall also be paid by Purchaser. 3.03 Purchaser, at its sole cost and expense, shall pay at Closing all documentary stamp taxes due relating to the recording of the Statutory Deed, in accordance with Chapter 201.01, Florida Statutes. 3.04 Purchaser shall pay for the cost of recording the Statutory Deed and Agreement. 3.05 The cost of recording any instruments necessary to clear Seller's title to the Property will be paid by Seller. 3.06 Each party shall be responsible for payment of its own attorney's fees, if any. CPS Packet Page -882- 11/18/2014 14.B.1. 3.07 At time of Closing, Seller shall assign, convey, grant and transfer, all its rights, title, interest in and to any existing Leases for the unexpired balance of the term of the leases. Any deposits being held by Seller shall be transferred to Purchaser at time of Closing. IV. REQUIREMENTS AND CONDITIONS 4.01 Upon execution of this Agreement by both parties or at such other time as specified within this Article, Purchaser and /or Seller, as the case may be, shall perform the following within the times stated, which shall be conditions precedent to the Closing; 4.011 Within forty -five (45) days after the date hereof, Purchaser shall obtain as evidence of title an ALTA Commitment for an Owner's Title Insurance Policy (ALTA Form B -1970) covering the Property, together with hard copies of all exceptions shown thereon. Purchaser shall have thirty (30) days, following receipt of the title insurance commitment, to notify Seller in writing of any objection to title other than liens evidencing monetary obligations, if any, which obligations shall be paid at closing. If the title commitment contains exceptions that make the title unmarketable, Purchaser shall deliver to the Seller written notice of its intention to waive the applicable contingencies or to terminate this Agreement. 4.012 If Purchaser shall fail to advise the Seller in writing of any such objections in Seller's title in the manner herein required by this Agreement, the title shall be deemed acceptable. Upon notification of Purchaser's objection to title, Seller shall have thirty (30) days to remedy any defects in order to convey good and marketable title, except for liens or monetary obligations which will be satisfied at Closing. Seller, at its sole expense, shall use its best efforts to make such title good and marketable. In the event Seller is unable to cure said objections within said time period, Purchaser, by providing written notice to Seller within seven (7) days after expiration of said thirty (30) day period, may accept title as it then is, waiving any objection; or Purchaser may terminate the Agreement. A failure by Purchaser to give such written notice of termination within the time period provided herein shall be deemed an election by Purchaser to accept the exceptions to title as shown in the title commitment. 4.013 Purchaser shall have the option, at its own expense, to obtain a current survey of the Property prepared by a surveyor licensed by the State of Florida. No adjustments to the Purchase Price shall be made based upon any change to the total acreage referenced in Exhibit "A ", if any. Seller agrees to furnish any existing surveys of the Property, if any, to Purchaser within thirty (30) days of execution of this Agreement. 4.014 Purchaser acknowledges there shall be covenants that run with the lands of the property herein described that will be fully binding on any successor, heirs, and assigns of owners who may acquire any right, title or interest in or to the Property, attached hereto and made a part hereof by reference as Exhibit "B." GPo Packet Page -883- 11 /1 8/2014 14.B.1. 4.015 Purchaser may not sell, convey, assign or otherwise transfer or dispose of any or all of the Property or any of its rights, interests, duties or obligations under this Agreement prior to the completion date of the project identified conceptually in the Conceptual Plans set forth in Exhibit "C" hereto without prior written approval of Seller. The Seller reserves the right to unilaterally deny the sale, conveyance, assignment or transfer to a third party. A sale, conveyance, assignment, transfer or disposition by the Purchaser of the Property or any of its rights, interests, duties or obligations under this Agreement to a joint venture, general partnership or limited partnership in which the Purchaser is a general partner or managing partner shall not constitute a sale, conveyance, assignment, transfer, or disposition which requires the Seller's approval. 4.016 Purchaser shall provide written notice to Seller at least sixty (60) days prior to any sale, conveyance, assignment, transfer or disposition by the Purchaser of the Property which requires the Seller's approval pursuant to Section 4.015 before becoming effective. Default of this provision by Purchaser may result in voiding of the transaction. 4.017 The Covenants and Restrictions made a part hereof by reference to Exhibit B, shall not be extinguished by foreclosure, bankruptcy, tax sale, or other transfer. V. APPRAISAL 5.01 Two independent appraisals were obtained per the guidelines set forth in Florida Statute, Section 125.35. VI. INSPECTION PERIOD 6.01 Purchaser shall have one hundred and fifty (150) days from the date of this Agreement, ( "Inspection Period "), to determine through appropriate investigation that: 1. Soil tests and engineering studies indicate that the Property can be developed without any abnormal demucking, soil stabilization or foundations. 2. There are no abnormal drainage or environmental requirements to the development of the Property. 3. The Property is in compliance with all applicable State and Federal environmental laws and the Property is free from any pollution or contamination. 4. The Property can be utilized for its intended purpose. 6.02 If 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 Inspection Period, written notice of its intention to waive the applicable contingencies or to terminate this Agreement. if Purchaser fails to notify the Seller in writing of its specific objections as provided herein within the Inspection Period, 6i Packet Page -884 - (9 11/18/2014 14. B.1. it shall be deemed that the Purchaser is satisfied with the results of its investigations and the contingencies of this Article VI shall be deemed waived. In the event Purchaser elects to terminate this Agreement because of the right of inspection, Purchaser shall deliver to Seller copies of all engineering reports and environmental and soil testing results commissioned by Purchaser with respect to the Property. 6.03 Purchaser and its agents, employees and servants shall, at their own risk and expense, have the right to go upon the Property for the purpose of surveying and conducting site analyses, soil borings and all other necessary investigation. Purchaser shall, in performing such tests, use due care and shall indemnify Seller on account of any loss or damages occasioned thereby and against any claim made against Seller as a result of Purchaser's entry. Seller shall be notified by Purchaser no less than twenty four (24) hours prior to said inspection of the Property. VII. INSPECTION 7.01 Seller acknowledges that the Purchaser, or its authorized agents, shall have the right to inspect the Property at any time prior to the Closing. VIII. POSSESSION 8.01 Purchaser shall be entitled to full possession of the Property at Closing. IX. PRORATIONS 9.01 Ad valorem and Non -Ad valorem property taxes shall be prorated between Seller and Purchaser on a 365 -day calendar or fiscal year, as appropriate, and shall be based on the current year tax. If Closing occurs at a date which the current year's tax is not fixed, taxes will be prorated based upon such prior year's tax. In determining prorations, the closing date shall be allocated to Purchaser. X. TERMINATION AND REMEDIES 10.01 If Seller shall have failed to perform any of the covenants and /or agreements 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 written notice of termination to Seller. Purchaser shall have the right to seek and enforce all rights and remedies available at law or in equity to a contract vendee, including the right to seek specific performance of this Agreement. 10.02 If the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated hereby or otherwise fails to perform any of the terms, covenants and conditions of this Agreement as required on the part of Purchaser to be performed, provided Seller is not in default, then as Seller's sole remedy, Seller shall have the right to terminate and cancel this Agreement by giving written Packet Page -885- CRO 11 /18/2014 14. B.1. notice thereof to Purchaser, whereupon one percent Ll! J of the purchase price shall be paid to Seller as liquidated damages which shall be Seller's sole and exclusive remedy, and neither party shall have any further liability or obligation to the other except as set forth in paragraph 2.02 and paragraph 13.01, hereof. The parties acknowledge and agree that Seller's actual damages in the event of Purchaser's default are uncertain in amount and difficult to ascertain, and that said amount of liquidated damages was reasonably determined by mutual agreement between the parties, and said sum was not intended to be a penalty in nature. 10.03 Should any litigation or other action be commenced between the parties concerning the Property or this Agreement, the party prevailing in such litigation or other action shall be entitled, in addition to such relief as may be granted, to a reasonable sum for its attorney's fees, paralegal charges and all fees and costs for appellate proceedings in such litigation or other action; which sum may be determined by the court or in a separate action brought for that purpose. 10.04 The parties acknowledge that the remedies described herein and in the other provisions of this Agreement provide mutually satisfactory and sufficient remedies to each of the parties, and take into account the peculiar risks and expenses of each of the parties. XI. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES 11.01 Seller and Purchaser represent and warrant the following: 11.011 Seller and Purchaser have full right and authority to enter into and to execute this Agreement and to undertake all actions and to perform all tasks required of each hereunder. Seller is not presently the subject of a pending, threatened or contemplated bankruptcy proceeding. 11.012 Seller has full right, power, and authority to own and operate the Property, and to execute, deliver, and perform its obligations under this Agreement and the instruments executed in connection herewith, and to consummate the transaction contemplated hereby. All necessary authorizations and approvals have been obtained authorizing Seller and Purchaser to execute and consummate the transaction contemplated hereby. At Closing, certified copies of such approvals shall be delivered to Purchaser and/or Seller, if necessary. 11.013 The warranties set forth in this Article shall be true on the date of this Agreement and as of the date of Closing. Purchaser's acceptance of a deed to the said Property shall not be deemed to be full performance and discharge of every agreement and obligation on the part of the Seller to be performed pursuant to the provisions of this Agreement. 11.014 Seller represents that it has no knowledge of any actions, suits, claims, proceedings, litigation or investigations pending or threatened against Seller, at law, equity or in arbitration before or by any federal, state, municipal or other C �° Packet Page -886- 11 /18/2014 14. B.1. governmental instrumentality that relate to this agreement or any other property that could, if continued, adversely affect Seller's ability to sell the Property to Purchaser according to the terms of this Agreement. 11.015 No party or person other than Purchaser has any right or option to acquire the Property or any portion thereof. 11.016 Until the date fixed for Closing, so long as this Agreement remains in force and effect, Seller shall not encumber or convey any portion of the Property or any rights therein, nor enter into any agreements granting any person or entity any rights with respect to the Property or any part thereof, without first obtaining the written consent of Purchaser to such conveyance, encumbrance, or agreement which consent may be withheld by Purchaser for any reason whatsoever. 11.017 There are no unrecorded restrictions, easements or rights of way (other than existing zoning regulations) that restrict or affect the use of the Property, and there are no maintenance, construction, advertising, management, employment, service or other contracts affecting the Property. 11.018 Seller has no knowledge that there are any suits, actions or arbitration, bond issuances or proposals therefor, proposals for public improvement assessments, pay -back agreements, paving agreements, road expansion or improvement agreements, utility moratoriums, use moratoriums, improvement moratoriums, administrative or other proceedings or governmental investigations or requirements, formal or informal, existing or pending or threatened which affects the Property or which adversely affects Seller's ability to perform hereunder; nor is there any other charge or expense upon or related to the Property which has not been disclosed to Purchaser in writing prior to the effective date of this Agreement. 11.019 Seller acknowledges and agrees that Purchaser is entering into this Agreement based upon Seller's representations stated above and on the understanding that Seller will not cause the zoning or physical condition of the Property to change from its existing state on the effective date of this Agreement up to and including the Date of Closing. Therefore, Seller agrees not to enter into any contracts or agreements pertaining to or affecting the Property and not to do any act or omit to perform any act which would change the zoning or physical condition of the Property or the governmental ordinances or laws governing same. Seller also agrees to notify Purchaser promptly of any change in the facts contained in the foregoing representations and of any notice or proposed change in the zoning, or any other action or notice, that may be proposed or promulgated by any third parties or any governmental authorities having jurisdiction of the development of the property which may restrict or change any other condition of the Property. 11.020 Any loss and /or damage to the Property between the date of this Agreement and the date of Closing shall be Seller's sole risk and expense. Packet Page -887- XII. NOTICES 12.01 Any notice, request, demand, instruction or other given to either party hereunder shall be in writing, sent by mail, return receipt requested, postage prepaid, addressed If to Seller: Real Property Management Facilities Management Building 3335 Tamiami Trail East, Suite 101 Naples, Florida 34112 -5356 11 /18/2014 14. B.1. communication to be registered, or certified as follows: With a copy to: Jennifer A. Belpedio, Assistant County Attorney Office of the County Attorney Administration Building 3299 Tamiami Trail East, Suite 800 Naples, Florida 34112 -5749 If to Purchaser: Anthony Fortino, Managing Member Fortino Construction and Development, LLC PO Box 10102 Naples, FL 34101 12.02 The addressees and addresses for the purpose of this Article may be changed by either party by giving written notice of such change to the other party in the manner provided herein. For the purpose of changing such addresses or addressees only, unless and until such written notice is received, the last addressee and respective address stated herein shall be deemed to continue in effect for all purposes. XIII. REAL ESTATE BROKERS 13.01 If any brokerage commissions or fees are to be paid, they shall be the sole responsibility of the Seller and addressed separately. XIV. MISCELLANEOUS 14.01 This Agreement may be executed in any manner of counterparts which together shall constitute the agreement of the parties. 14.02 This Agreement and the terms and provisions hereof shall be effective as of the date this Agreement is executed by both parties and shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal representatives, successors, successor trustee, and assignees whenever the context so requires or admits. 14.03 Any amendment to this Agreement shall not bind any of the parties hereof unless such amendment is in writing and executed and dated by Purchaser and Seller. Any amendment to this Agreement shall be binding upon Purchaser and Seller as soon as it has been executed by both parties. Packet Page -888- 11 /18/2014 14. B.1. 14.04 Captions and section headings contained in this Agreement are for convenience and reference only; in no way do they define, describe, extend or limit the scope or intent of this Agreement or any provisions hereof. 14.05 All terms and words used in this Agreement, regardless of the number and gender in which used, shall be deemed to include any other gender or number as the context or the use thereof may require. 14.06 No waiver of any provision of this Agreement shall be effective unless it is in writing signed by the party against whom it is asserted, and any waiver of any provision of this Agreement shall be applicable only to the specific instance to which it is related and shall not be deemed to be a continuing or future waiver as to such provision or a waiver as to any other provision. 14.07 If any date specified in this Agreement falls on a Saturday, Sunday or legal holiday, then the date to which such reference is made shall be extended to the next succeeding business day. 14.08 Purchaser is aware of and understands that the "offer" to purchase represented by this Agreement is subject to acceptance and approval by the Board of County Commissioners of Collier County, Florida. 14.09 If the Seller holds the Property in the form of a partnership, limited partnership, corporation, trust or any form of representative capacity whatsoever for others, Seller shall make a written public disclosure, according to Chapter 286, Florida Statutes, under oath, of the name and address of every person having a beneficial interest in the Property before Property held in such capacity is conveyed to Collier County. (If the corporation is registered with the Federal Securities Exchange Commission or registered pursuant to Chapter 517, Florida Statutes, whose stock is for sale to the general public, it is hereby exempt from the provisions of Chapter 286, Florida Statutes.) 14.10 This Agreement is governed and construed in accordance with the laws of the State of Florida. XV. ENTIRE AGREEMENT 15.01 This Agreement and the exhibits attached hereto contain the entire agreement between the parties, and no promise, representation, warranty or covenant not included in this Agreement or any such referenced agreements has been or is being relied upon by either party. No modification or amendment of this Agreement shall be of any force or effect unless made in writing and executed and dated by both Purchaser and Seller. Time is of the essence of this Agreement. 10 Packet Page -889- 11 /18/2014 14. B.1. XVI. RESTRICTIONS ON USE 16.01 This Property shall be restricted to those uses allowed by the Gateway Triangle Mixed Use District Overlay and as otherwise described in Exhibit "B" hereof. 16.02 By approval of this Agreement, the Seller has approved the Consultant's Conceptual Plans set forth in Exhibit "C" hereto. A final site development plan must be submitted to the County Manager prior to submittal of the final site development plan to the County. IN WITNESS WHEREOF, the parties hereto have signed below. Dated Project/Acquisition Approved by BCC: AS TO SELLER: DATED: ATTEST: COLLIER COUNTY COMMUNITY DWIGHT E. BROCK, Clerk REDEVELOPMENT AGENCY BY: Deputy Clerk DONNA FIALA, Chairman Approved as to form and legality: Jennifer A. Belpedio Assistant County Attorney AS TO PURCHASER: DATED: Witness (Signature) Name: (Print or Type) Witness (Signature) Name: (Print or Type) FORTINO CONSTRUCTION AND DEVELOPMENT LLC, a Florida limited liability company in it Anthony Fortino, as Managing Member ( E-) Packet Page -890- 11 /18/2014 14. B.1. EXHIBIT "A" Property ID #77510240008, having a physical address of 1936 Davis Boulevard Lots 5 through 11, inclusive, of Triangle Lake, according to the map or plat thereof recorded in Plat Book 4, Page 38, of the Public Records of Collier County, Florida, Less and excepting therefrom that portion thereof previously conveyed to the State of Road Department of the State of Florida by deed of conveyance recorded in Deed Book 16, Pages 163 and 164, of the Public Records of Collier County, Florida. Less the following described parcel: Those portions of Lots 5 and 6, Triangle Lake, a subdivision in Section 11, Township 50 South, Range 25 East, as per plat thereof recorded in Plat Book 4, Page 38, Public Records of Collier County Florida, being described as follows: Commence at the northwest corner of said Lot 6; thence along the west line and southerly extension of said Lot 6, south 00 degrees 33'46" East, 245.26 feet to the northerly existing right of way line of State Road 90 (US 41) (per Section 03010 -2116) for a Point of Beginning; thence along said southerly extension and west line North 00 degrees 3346" West, 24.82 feet to the beginning of a curve concave southwesterly; thence along the arc of said curve the right, having a radius of 11,529.16 feet, a central angle of 00 degrees 47'18.3 ", an arc of 158.65 feet, the chord for which bears South 53 degrees 53'54" East to the east line of said Lot 5 and the end of said curve; thence along said east line and southerly extension South 37 degrees 59'11" West 20.01 feet to said northerly existing right of way line and the beginning of a curve concave southwesterly; thence along said northerly existing right of way line, the arc of said curve to the left, having a radius of 11,509.16 feet, a central angle of 00 degree 42'45.9 ", an arc length of 143.17 feet, the chord for which bears North 53 degree 51'48 ": West to the end of said curve and the Point of beginning. Folio ID #00388480009, having a physical address of 1965 Tamiami Trail East and Folio ID #77510200006, having a physical address of 1933 Tamiami Trail East Parcel 1 A lot or parcel of land in the East half of the Northwest quarter of the Northwest quarter, lying North of Tamiami Trail, of Section 11, Township 50 South of Range 25 East, Collier County, Florida, being specifically described as follows: From the point of intersection of the west boundary line of the East half of the Northwest quarter of the Northwest quarter, lying North of the Tamiami Trail (formerly know as Dixie Highway), of Section 11, Township 50 South, Range 25 East, Collier County, Florida, with the Northeasterly right of way line of the said Tamiami Trail run in a Southeasterly direction for 298.29 feet along the said Northeasterly right of way line, to establish the point of beginning, thence from the point of beginning deflect 90 degrees from Southeasterly to Northeasterly and run 338.2 feet, thence deflect 113 degrees 30'10" from Northeasterly to Northwesterly and run 107.18 feet thence deflect 66 12 Packet Page -891- 11 /18/2014 14. B.1. degrees 29'50" from Northwesterly to Southwesterly and run 295.46 feet to the said Northeasterly right of way line of said Tamiami Trail, thence in a Southeasterly direction run 98.29 feet along the said Northeasterly right of way line to the point of beginning. The above described property containing 0.71 acres, more of less. Parcel 2 And, Lot 4, Triangle Lake Subdivision as platted and recorded in the Public Records of Collier County Florida, in Plat Book 4, Page 38. Parcels 1 and 2 Less: That portion of Lot 4, Triangle Lake, a subdivision, as per plat thereof recorded in Plat Book 4, Page 38, Public Records of Collier County, Florida, and that portion of the northwest 1/4, all being in Section 11, Township 50 south, Range 25 East. Being described as follows: Commence at the northwest corner of lot 6 of said Triangle Lake, thence along the west line and the southerly extension of said Lot 6, South 00 degrees 33'46" East, 307.41 feet to the survey base line of State Road 90 (US 41) and to the beginning of a curve concave southwesterly; thence along said survey base line, the arc of said curve to the right, having a radius of 11,459.16 feet, a central angle of 00 degrees 31'43 ", an arc length of 105.72 feet, the cord of which bears South 53 degrees 46'16" East to the end of said curve, thence North 36 degrees 29'35" East, 50.00 feet to the intersection of the southerly extension of the west line of said Lot 4 and the northerly existing right of way line of said State Road 90 (US 41) (per Section 03010 -2116) for a Point of beginning; thence along said southerly extension and said west line North 37 degrees 59'11" East, 20.01 feet to the beginning of a curve concave southwesterly; thence along the arc of said curve to the right, having a radius of 11,529.16 feet, a central angle of 00 degree 44'11.6 an arc length of 148.21 feet, the chord for which bears South 53 degrees 08'09" East to the end of said curve; thence South 37 degrees 59'11" West, 20 feet to said northerly existing right of way line and the beginning of a curve concave southwesterly; thence along said northerly existing right of way line, the arc of said curve to the left, having a radius of 11,509.16 feet, a central angle of 00 degrees 44'16.2 ", an arc length of 148.21 feet, the chord for which bears North 53 degrees 08'16" West to the end of said curve and the Point of beginning. Folio ID #00388440007, having a physical address of 1991 Tamiami Trail East A lot or parcel of land in the East half of the Northwest quarter of the Northwest quarter, lying North of the Tamiami Trial, of Section 11 in Township 50 South, Range 25 East, Collier County, Florida being specifically described as follows. From the point of intersection of the West boundary line of the East half of the Northwest quarter of the Northwest quarter, lying North of the Tamiami Trail (formerly known as Dixie Highway), of Section 11 in Township 50 South, Range 25 East, Collier County, Florida, with the Northeasterly right of way line of the said Tamiami Trail run in a Southeasterly direction for 396.58 feet along said Northeasterly right of way line, to 13 Packet Page -892- r ,J 11 /18/2014 14. B.1. establish the Point of Beginning; thence from the Point of Beginning deflect 90 degrees from the Southeasterly to the Northeasterly and run 322.02 feet; thence deflect 43 degrees 39 minute 10 seconds, from the Northeasterly to the Northerly and run 57.48 feet; thence deflect 69 degrees 51 minutes 00 seconds from Northerly to Northwesterly and run 63.91 feet; thence deflect 66 degrees 29 minutes 50 seconds form Northwesterly to Southwesterly and run 338.2 feet to the said Northeasterly right of way line of said Tamiami Trail; thence in a southeasterly direction run 98.29 feet along said Northeasterly right of way line the Point Beginning. The above described property contains .073 acres more or less. AND LESS AND EXCEPT That portion of the Northwest Y4 of section 11, Township 50 South, Range 25 East, Collier County, Florida, being described as follows: Commence at the northwest corner of Lot 6 of said Triangle Lake; thence along the west line and the southerly extension of said Lot 6, South 00 degrees 33'46" East 307.41 feet to the survey base of State Road 90 (US 41) and to the beginning of a curve concave southwesterly; thence along said survey base line, the arc of said curve to the right, having a radius of 11,459.16 feet, a central angle of 01 degrees 15'59.2 ", an arc length of 253.29 feet, the chord for which bears South 53 degrees 24'08" East to the end of said curve; thence North 37 degrees 13'52' East, 50.00 feet to the northerly existing right of way line of said State Road 90 (US 41) (per section 03010 -2116) for a Point of Beginning; thence North 37 degrees 59'11" East 20.00 feet to the beginning of a curve concave southwesterly; thence along the arc of said curve to the right, having a radius of 11,529.16 feet, a central angle of 00 degrees 29'17.3 ", an arc length of 98.22 feet, the chord for which bears south 52 degrees 31' 25" East to the end of said curve; thence south 37 degrees 59'11" West, 20.00 feet to said Northerly existing right of way line and the beginning of the curve concave southwesterly; thence along said northerly existing right of way line, the arc of said curve to the left, having a radius of 11,509.16 feet, a central angle of 00 degree 29'20.3 ", an arc length of 98.22 feet, the cord which bears north 52 degrees 31'28" west to the end of said curve and the point of beginning. Containing 1,964 square feet. Folio ID #77510280000 having a physical address of 2000 Davis Boulevard and Folio #77510320009, having a physical address of 2054 Davis Boulevard. Lots 12, 13, 14, and 15, Triangle Lake Subdivision, as platted and recorded in Plat Book 4, Page 38, Public Records of Collier County, Florida. 14 Packet Page -893- 31", 11/18/2014 14. B.1. EXHIBIT "B" DECLARATION OF RESTRICTIVE COVENANTS This Declaration of Restrictive Covenants ( "Declaration ") is made and entered into this day of , 2014, by FORTINO CONSTRUCTION AND DEVELOPMENT, LLC, a Florida limited liability company, its successors and assigns, (hereinafter referred to as "Developer "), in favor and for the benefit of COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY (hereinafter referred to as "County "), a political subdivision of the State of Florida, for the property legally described as: See Exhibit "A" to Agreement The aforementioned parcel is hereinafter referred to as the "Property ". The Property is located at 1936, 2000 and 2054 Davis Boulevard, and 1965, 1933, and 1991 Tamiami Trail East, Naples, Florida 34112. WITNESSETH: 1. Developer agrees to construct a Mixed Use Project that is acceptable to and approved by the County comprising of a multi -story hotel with up to 193 units, meeting space, rooftop restaurant, ground floor retail space and personal use services as well as professional office use and up to 89 multi - family residential dwelling units that will capitalize on the redevelopment opportunities and serve as an aesthetically pleasing entryway into East Naples, as outlined in the zoning verification letters dated July 24, 2014 and October 22, 2014, hereinafter attached hereto and made a part hereof, and subject to deviations approved by County. 2. Developer shall commence construction within 36 months from the date of conveyance and complete construction within 60 months of commencement as evidenced by an issuance of a final Certificate of Occupancy or Certificate of Completion for the project. Additional time may be added to these time periods if mutually agreed upon by the Developer and County in writing. 3. Developer shall develop the site in conformance with the design standards of the Bayshore /Gateway Triangle Overlays, as defined in the current Collier County Land Development Code. 4. In the event Developer is unable to meet the terms of this Declaration, such as not meeting the deadlines, to include mutually agreed upon extensions, or develops the Property in a way that is substantially different from the uses and densities described herein, the County may exercise the right to purchase the property for FIVE MILLION TWO HUNDRED THOUSAND and no /100 Dollars ($5,200,000). 15 Packet Page -894- 11/18/2014 14.B.1. 5. The Covenants and Restrictions contained herein shall encumber the Property and run with the land, and shall become effective to the Developer immediately upon execution of this Declaration, and become effective with the public upon recordation of this Declaration in Public Records of Collier County, Florida regardless of whether or not the same are contained in any deed of conveyance of the property and shall not be extinguished by foreclosure, bankruptcy, tax sale or transfer. 6. Developer agrees to maintain the Property in compliance with local codes and in a safe, decent and sanitary condition, which shall include repairs and maintenance duties to the Property. Further, Developer agrees to comply with all local, State and Federal requirements. 7. This Declaration sets forth herein regulating and restricting the use and occupancy of the Property (i) shall be and are covenants running with the Property, encumbering the Property for the term of this Declaration, and binding, upon the Developer successors in title and all subsequent owners of the Property, (ii) are not merely personal covenants of the Developer, and (iii) shall bind the Developer and its respective successors and assigns during the term of this Declaration. 8. Any and all requirements of the laws of the State of Florida to be satisfied in order for the provisions of this Declaration to constitute deed restrictions and covenants running with the land shall be deemed to be satisfied in full, and that any requirements or privileges of estate are intended to be satisfied, or in the alternate, that an equitable servitude has been created to ensure that these restrictions run with the land. 9. The invalidity of any clause, part or provision of this Declaration shall not affect the validity of the remaining portions thereof. 10. County shall have the right to enforce the terms, provisions and restrictions of this Declaration. Any forbearance on behalf of the County to exercise its right of enforcement hereunder shall not be deemed or construed to be a waiver of either of their rights hereunder. 11. Developer shall develop uses that are consistent with those set -forth in the Zoning Verification Letters outlined in Section 1 and comparable to the conceptual site plan, documents attached hereto and made part of this Agreement. For the term of this Declaration which shall end at the final certificate of occupancy of all improvements, each and every contract, deed, or other instrument hereafter executed conveying the property or portion thereof shall expressly provide that such conveyance is subject to this Declaration, provided, however, that these covenants contained herein shall survive and be effective regardless of whether such contracts, deeds or other conveyance instrument is subject to this Declaration. (Signature on following page) 1s Packet Page -895- 11/18/2014 14.8.1. IN WITNESS WHEREOF, the parties hereto have signed below. AS TO DEVELOPER: DATED: FORTINO CONSTRUCTION AND DEVELOPMENT LLC, a Florida limited liability company Witness (Signature) Name: By: (Print or Type) Anthony Fortino, as Managing Member Witness (Signature) Name: (Print or Type) STATE OF FLORIDA COUNTY OF COLLIER Sworn to and subscribed before me this day of , 2014 by Anthony Fortino as Managing Member on behalf of FORTINO CONSTRUCTION AND DEVELOPMENT LLC, a Florida limited liability company, who is personally known to me or has produced as identification. WITNESS my hand and official seal this day of , 2014 (affix notarial seal) (Signature of Notary Public) Approved as to form and legality: Jennifer A. Belpedio Assistant County Attorney (Print Name of Notary Public) NOTARY PUBLIC Serial /Commission: My Commission Expires: 17 Packet Page -896- C;Ott eT C_.,0-PUKtY Growth VAanaaement Division — Planning & Requ.ation Department of Plann ing &Zoning - Zoning Services Section July ?4. 2014 11 /18/2014 14. B.1. Mr. Robert I Nfulhere, FAICIP Hole Montcs, Inc, 950 Encore Way Naples, Fl, 34110 RE: Zonin- Verification Letter (ZLTR-PI,2014fI001467) regarding 1936, 2000, 2054 Davis Vft regarding Boulevard and 1933, 1965 Tamiami Trail East [Folio Numbers: 77510240008, 77510280000, 77510320009, 77510200006, and 003884800091. Dear Mr. Mulhere: In your application that v:as submitted on July 2. 2014 and found sufficient on July 3, 21014, you present questions pertaining to the above referenced property that is intended to b-I developed utilizing the rc�l I I I I , e Nuxed Use Project (MUP) approval process, as provided for in both the Bayshore Drive MI:Kcd Use Overlay District (BMUD) and the Gateway Triangle Mixed Use Overlay District (GTINIUD.), and which may include a request for increased density by use of bonus pr_)oI units. In order to plan -R)r Such a proJect, you have asked four questions; each is listed below and hii-lilighted in Bold, followed by a response from staff. But first, it is necessat-,7 to ,.,erify the Subject site is zoned C-4-GI*NIUTD-MXD, General Corntnercial District within the Gatev ay Triangle Mixed Use District Overlay, Mixed Use Subdistrict; is designated Urban, Urban Mixed Use District, Urban Residential Subdistrict and is within the Blayshorel,'Gateway Triangle Redevelopment Overlay (B/GTRO) — all on the Future Land Use Map and in the Future Land Use Element of the Grom1h Management Plan- and, comprises a portion of the "'mini triangle' catalyst project site" as identified on the B/GTRO -\/Ia-o. 1. Would a market rate residential project that is limited to persons aged 55 and older fand not licensed as 2 care facility or assisted living facility 'ALF) qualify as a residential use and thus be permitted as the residential element of a mixed use project (aud comply with the LDC definition of a mixed I'se Project? A market rate residential development that is not licensed as a care facility or as -an ALF is del-mod, not to be. subject to the Group i-lousing provisions as provided in Secticii 5.05.04 of Elie Collier County Land Development Code (LDC) even i I the residential units are limited to persons aged 55 and older. Tllcrel)re, Lht2Se dvvellintl Units can be LISCId LO qualify as a residential element of a mixed use 17(�l t) iectas defined intli-I LDC. . 'N,­nortrrient of Pianning & Zoning * 2801) North Horns hoe Drive a Nsplos, rL 3104 e 231-252-5662 Packet Page -897- 11/18/2014 14.B.1. ,llr_ 11uthere July 2-1, 20J4 2. Assuming the project provides both commercial and residential uses, and is therefore a Mixed Use Project, is the maximum allowable zoned height in the GTMUD -MXD Overlay for a mixed use project 112 feet? Based upon the provisions contained in Section 4.02.16.13.1.a — Table 7 which references footnote #7, 1 have verified that a mixed use project (MUP) in the Mini- Triangle Area of the GTN'IUD -MXD sub - district indicates that the maximum zoned building height is 112 feet. 3, Please confirm that the maximum density of 12 units per acre is permitted and can he obtained from the bonus density pool. Is there a maximum number permitted for any single project.? Based upon my reviev,! of Sections 2.05.01.A and 4.02.15.B.1.a (i) of the LDC, I can confirm that the maximum density of the GTMITD -MXD is 12 units per acre. The maximum density is comprised of density allowed by the underlying zoning district (when applicable) and available density bonuses which is attained through the Mixed Use Project ('�'1LTP j process. Since the underlying C -4 Zoning District doesn't have, as an allowable use, any residential density, such density must be obtained from the bonus density pool. In addition, the maximum number of dwelling units for any single project is 97 units as provided in the B"GTR Overlay, as am nded in '_'013. 4. Please confirm wbetlner or not a super majority vote of the hoard ol` Zoning Appekls (iBZA)? A Simple majority vote of the BZA is required to approve a MUP. Please be ad -6sed that the information presented in this verification letter is based on the C.01her County LDC and %or Growth Mali age3nent Plan in effect as of this date. It is possible that subsequent amendment(s) to any of these documents could affect the validity of this verification letter. It is also possible that development of the sunject property could be affected by other issues not addressed in this letter, such as, but not lirinit d to, con:rirreney related to the provision of adequate pu lie fl to ;'ities.:.nv irot:r,,ental ir:npact. and ether cif l:e ?.,Dr or =e,,.,:.:1 c)t,.tEnUmces. �i 11ES I4'.ttE.,I 1't'. i)rCtiG.TitS �i Ci'.'IG.rEililaitt })� ()j Planni- c; Zon,il <} if. Shoal 4''.La ,'z 1.5 i`�'' : vvltl3 this determination, you i13c3 % request an Oi iclal nterpre anon b} li.e I'l a?' 23I,#1 & ZC} ]illy_+ Director of the ntovisions otSection 10.0102.F.1 the. ?IBC ". ?could y'ou require farther information ;Tease do not hesitate tc czll me at (2:91252 -?4t3. Sincerely' Ray'inorld V. Bellows. Zoning Section Nianager Department of Plannina and Zoning cc: ?avid d `eeks, Growth N1 na <gemcnt flan i 1an<ifcr. Department of Planning ��� Zoning Packet Page -898- Gr._-v&,IJh Division 8&zommg October 22, 2014 11 /18/2014 14. B.1. Robert J. K8u|hera FA|CP Hole K8onhss. Inc. 95O Encore Way Naples, FL34110 Re: Zoning Verification Letter Z1/L-PL20140002240; Certain Properties South of Davie Boulevard, North of Tamiami Trail East and West of Commercial Drive, Collier County, Florida. DemrMr. Mu|here: Thank you for your request for Zoning Verification. You requested verification of the statements listed below in bold print, which are followed by Staff's responses, The subject site is zoned General Connmercim|— Gateway Triangle Mixed Use Development — Mixed Use District (C-4'{5TMUD-MXD) The particular parcels are as follows: iA30 Davis Boulevard &1D11Tanniami Trail East 77510240008 2O54 Davis Bou|evard 77510320009 2OOD Davis Bou|everd 775lO2�UOOO 1991 TamnianniTrai| East 00388440007 1S33Tarnianni Trail East 77510200005 lGOSTarniarni Trail East 00386840007 1AO5Tarnianni Trail East 00388480009 17O5Tmnniarni Trail East 00386880009 Please confirm that the subject site, as a mini-triangle " site, may request residential density of up to 12 units per gross acre and that said density is not, required to be derived from the Botanical Gardens Density Pool. Citing the Future Land Use Element Of the Collier County Growth Management F1an, it is confirmed that: * The subject site is within the Boyahore-/GatemaV Trianc}m Redevelopment Overlay (B/BTR[}) in the Future Land Uoe Element and on *he Futu»a Land Use KA.ep of the {3noadhManacemendP|�an w The subject site is within the ^minithangie^ of the BJGTRO� = The B/GOTRO provides that a mixed use development1project within the mini triangle is eligible for 12 dwelling units per aClne; the density i8 not derived from the B/[STR(]'s density bonus pool; end, such development must comply with the design standards }n [he G"TIOUD zoning overlay in the Collier CoLinty Land Development Code, _ -- -~-~-- Planning Zon|nnDapartmen °u000mnlmPlumeshoeDn\*-~mvplet.pLv*1cw°zoe-2sc-24on°vvww on/merg^vnm Packet Page -899- 0 11/18/2014 14.B.1. Please confirm that, pursuant to LDC Section 1��15.A.1�the required Mixed Use projert(KMUP) qualifies for administrative approval assuming the following conditions are met: i'The KMUPcomnp0es with all site development standards as outlined in Section 4'83.16mf the LDC| iL The 88WP only includes permitted uses as outlined by the Table of Uses for the subdistrict inwhich it is located; and iii' The 0N0P does not seek additional density through the Bonus Density Pool provisions of LDC Section 10.02.15.C. Section 10 02.15.A.1 of the LDC states that if the three conditions above (i — iii) are met, then the Mixed Use Project (MUP) qualifies for administrative approval. Please be advised that the information presented imthis verification letter is based on the LDC and/pr Growth Management Plan in effect as of this date, It is possible that subsequent amendment(s) to either ofthese documents could affect the validity of this verification letter. It is also possible that development of the subject pnzporty could be affected by other issues not addressed in this iette[, such ee, but not limited to, onnourremCy related to the provision of adequate public facilities, environmental \mpaot, and other requirements of the L[)C or related ordinances. Should you require further information or have any questions, please do not hesitate to contact me at (239) 252-4211 or fredreis--hl@coiliergov.r.et. FleaserohedandpreponsIAby: Fred Reisoh[A1CP. Principal Planner Planning & Zoning, Department cc mmeBcaimCP Planning & Zon Dire,-tor Revievvedby� �� Raympad V. Bellows, Zoning Manager Planning & Zoring Department Packet Page -900- 11/18/2014 14.6.1. 0 C/) i Packet Page -901- u CD CD FL i Packet Page -901- x m m z 0 0 n --i 0 0 0 r- -r 0 --4 m r— m z z C) m 71 0 C: z 7 0 --i m r- 70 0 0 0 0 0 r- -r 0 4 m r— G2 m r- -n 0 C: z V. z m m z m �u m C/) 5 m z -n 0 C z -r 0 m r- -n 0 C: z 11/18/2014 14.B.1. Packet Page -902- 0 CD I G) CD w CQ CD cn -n 0 11/18/2014 14.8.1. EXECUTIVE SUMMARY Recommendation that the Community Redevelopment Agency (CRA) review and accept an offer to purchase CRA owned property in the Gateway mini - triangle by Fortino Construction & Development, LLC and Assignee for construction of a mixed -use development project comprising residential, hotel and rooftop restaurant and retail uses; authorize the CRA Chairman to execute all documents necessary to facilitate the sale and authorize staff to deposit the funds received from the sale into the appropriate account. OBJECTIVE: To obtain approval by the Community Redevelopment Agency (Board) to sell CRA owned Gateway Mini - Triangle property as identified in the Bayshore /Gateway Triangle Redevelopment Plan for development of a mixed -use development. CONSIDERATION: In 2009, the CRA Board authorized the purchase of 5.27 acres of commercial property in the Gateway mini - triangle for the sum of $6,386,000. The property was purchased with proceeds from the Fifth Third Bank loan. The subject site comprises six (6) parcels located in the center of the Gateway Mini - Triangle comprising approximately 5.27 acres (Exhibit A). This area is identified in the CRA Redevelopment Plan as a site for a catalyst redevelopment project. It is also identified in the Growth Management Plan (GMP) Future Land Use Element (FLUE) Bayshore /Gateway Triangle Redevelopment Overlay as a catalyst project site "... eligible for the maximum density of 12 units per acre, with development standards as contained in the Gateway Triangle Mixed Use District zoning overlay..." (See Exhibit B). As provided in the planning documents noted above and as shown on Exhibit C, the CRA's objective in assembling these parcels in 2009 was to redevelop this site with a mixed -use project that serves as an aesthetically pleasing gateway into the East/South Naples area and a catalyst for other redevelopment in the triangle area. A contract setting forth the terms of the offer to purchase the property was provided by Fortino in April of 2014 and a presentation to the CRA Advisory Board was made on May 6, 2014. The offer was presented to the Board at the June 24, 2014 meeting. The CRA Board directed staff to publicly notice the site for sale and bring back offers for their review and consideration. The site was publicly noticed in the Naples Daily News on August 1, 2014, posted on the CRA's website and the Collier County Purchasing online bidding system. The solicitation period ended on August 31, 2014. Fortino was the sole respondent. Fortino and his Assignees desire to purchase and redevelop the site with a mixture of uses comprising residential, a hotel including personal services, retail, restaurants and office uses. Fortino's conceptual plans meet the intent of the CRA goals and objectives and is consistent with the Bayshore /Gateway Triangle Redevelopment Plan. A Purchase Agreement setting forth the terms of the offer and purchase price of 5,200,000 million is attached hereto for review. The conceptual plan was presented by the developers to the CRA Advisory Board at the September 9, 2014 meeting. The advisory board voted unanimously to forward the Purchase Agreement to the CRA with a recommendation of approval. Additionally, two key parcels instrumental in redeveloping this site that are located to the west of the CRA's site is under contract by Fortino Construction & Development, LLC. It is the opinion of staff and the CRA Advisory Board that to make a redevelopment impact to the min- triangle it is instrumental the two key parcels under contract by Fortino Construction & Development, LLC are integrated into the project. Conceptual renderings of the proposed mixed use development presented by Fortino comprising a beautiful water feature, hotel and rooftop restaurants, retail uses and a residential component is attached hereto. (See Exhibit D). CRA staff has worked with the County's Real Property Management Department and the County's Attorney's 7ffice to prepare all documents and worked with the County's Finance Department. An appraisal of the site was conducted by the County's Real Property Management Department in April of 2014, which provided for an estimated market value of the site to be $5.212,808.00, estimated land value of $4.591.220 and an estimated income approach to market value of $5,178.782. Packet Page -903- 11 /18/2014 14. B.1. 1 WLVlLV I`t 11t.0. I. The site is improved with four buildings and a cell tower. The properties generate a yearly rental income of approximately $301,000.00+ to the CRA and are not exempt from property taxes and therefore on the tax roll. Three of the four buildings have maintained 100% occupancy and the leases are scheduled to expire in January of 2015. One tenant has relocated their business (Budget Rent A CAR) the premises and another tenant has given notice they have purchased a new building and will vacate in 6 months (Auto Pride). A reduction in CRA rental income of approximately $213,700 a year in income. The fourth lease is scheduled to expire in 2016. The CRA is currently working with the Real Property Management Department's Leasing Specialist and the County Attorney's Office to review the termination provisions of the leases. The CRA's 17+ acres site located on Bayshore Drive is currently listed for sale with Premier Plus Realty pursuant to County Contract 13 -6099. Premier Plus Realty is the same company who brought the initial offer from Fortino Construction & Development, LLC to the CRA to purchase the Gateway mini - triangle site. Premier Plus Realty is requesting commissions in the amount of 6% ($312.000) be paid to compensate them for their diligent services related to this transaction. FISCAL IMPACT: The loan incurred by the CRA for the purchase of redevelopment property has principal outstanding at 9/30/2014 of approximately $6,638,433. A final balloon payment of approximately $4,750,000 on the principal balance is due on June 1, 2018. The net proceeds of the proposed sale will be used to pre -pay loan principal. If the sale proceeds, the principal reduction will effectively make the loan fully amortizing by the end of the loan term. The principal reduction at current interest rates will result in interest expense savings of approximately $190,000 in the first year. The primary CRA revenue source is Tax Increment Financing. That means that the CRA will realize TIF revenue gains from the marginal growth in taxable value within the CRA. The CRA properties and the two ,)rivate properties presently have a taxable value $3,426,547. It is outside of staffs area of expertise to quantify potential taxable value increases or when such increases might be reflected on the tax roll. In their proposal, the Developer offers the following statement: "We anticipate that the County could potentially realize long term increased benefit of $46,000.000.00 as a taxable value on the property we will develop." Perhaps the most important fiscal consideration is weighing the benefit of achieving the CRA's redevelopment goals against the cost of acquiring and holding the properties that are the catalyst for the proposed redevelopment. The following table provides a financial summary, based on available information, of the acquisition and holding costs versus the subject offer. Description Date Amount CRA Land Purchase 9/16/09 (6,386,000) Loan Interest Expense (1,033,546) Sales Commission (312.000) Land Cost & Commission on Sale Rent /Lease Revenue (FYI 0 - FY 14) Purchase Offer Total Proceeds and Rent Receipts Gain /(Loss) on Sale P Packet Page -904- (7,731,546) 1,493,335 5.200,OD0 6.693,335 (1,038.211) 11 /18/2014 14. B.1. LEGAL CONSIDERATIONS: The Agreement for Sale and Purchase contains terms that limit transfer of the property as well as ensure timely completion of the project as depicted in the conceptual site plans presented by Fortino Construction and Development, LLC. Accordingly, this item is approved for form and legality and •eguires a majority vote for Board approval. — JAB GROWTH MANAGEMENT: There is no impact on the County's long -range planning effort. RECOMMENDATION: Recommendation that the Community Redevelopment Agency (CRA) review and accept an offer to purchase CRA owned property in the Gateway mini - triangle by Fortino Construction & Development, LLC and Assignee for construction of a mixed -use development project comprising residential, hotel and rooftop restaurant and retail uses; authorize the CRA Chairman to execute all documents necessary to facilitate the sale and authorize staff to deposit the funds received from the sale into the appropriate account. PREPARED BY: Jean Jourdan, Interim Director Bayshore /Gateway Triangle CRA Packet Page -905-