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Agenda 05/22/2012 Item #16B 25/22/2012 Item 1 EXECUTIVE SUMMARY Recommendation for the Collier County Community Redevelopment Agency (CRA) to approve a one year extension to a Right of First Refusal Agreement and Right of Entry with Bayshore Cultural and Performing Arts Center, Inc. in consideration of a potential future purchase of CRA owned land; and approve the Chairman to sign. Fiscal Impact: None. OBJECTIVE: To extend a Right of First Refusal Agreement and Right of Entry with Bayshore Cultural and Performing Arts Center, Inc. in consideration of a potential future purchase of CRA owned land; and approve the Chairman to sign. BACKGROUND: The Bayshore Cultural and Performing Arts Center, Inc., a charitable organization, has an interest in the future acquisition, lease or use of 17 acres (more or less) of CRA owned land. Its vision is to fund, build, operate and manage a cultural and performance arts center. The purpose of the Right of First Refusal Agreement is to enable Bayshore Cultural and Performing Arts Center, Inc. to proactively engage consultants to conduct feasibility studies, exercise due diligence findings concerning the land, and engage the general public in a capital fundraising campaign. The Right of Entry agreement allows their consultants, engineers and representatives to access the parcels. Proper and required insurance certificates will be required to protect the BCC and CRA. CONSIDERATIONS: On May ,24, 2011, the CRA executed a one year Right of First Refusal Agreement and Right of Entry (attached as Exhibit A) with Bayshore CAPA Center, Inc. The original Agreements contained an option to extend the Agreement one year. CRA staff received written notice (Exhibit B) of their desire to execute that extension. The organization changed its name to Bayshore Cultural and Performing Arts Center, Inc. When the CRA advertises the land for disposition in accordance with Chapter 163, Florida Statutes and a viable offer is received, or if an interested developer expresses an interest in purchasing the land for development, Bayshore Cultural and Performing Arts Center will have the Right of First Refusal. FISCAL IMPACT: None. Sale of CRA owned real property will generate revenue that may be applied to the CRA's existing debt. Completion of a taxable catalyst project on vacant land will increase taxable property values and increase the CRA's annual TIF. GROWTH MANAGEMENT IMPACT: None. LEGAL CONSIDERATIONS: The County Attorney's office has prepared the subject documents for Board approval. The future sale or lease of this property as authorized in Chapter 163, Florida Statutes will be strictly followed. This item has been reviewed by the County Attorney's Office, and is legally sufficient for Board action. This item requires majority vote. - STW RECOMMENDATION: That the CRA Board approves a one year extension of the Right of First Refusal Agreement and Right of Entry with Bayshore Cultural and Performing Arts Center, Inc. in consideration of a potential future purchase of CRA owned land; and approve the Chairman to sign. Prepared by: David L. Jackson on May 3, 2012 Executive Director, Bayshore /Gateway Triangle Community Redevelopment Agency Packet Page -1396- 5/22/2012 Item 15.8.2. COLLIER COUNTY Board of County Commissioners Item Number: 16.13.2. Item Summary: Recommendation for the Collier County Community Redevelopment Agency (CRA) to approve a one year extension to a Right of First Refusal Agreement and Right of Entry with Bayshore Cultural and Performing Arts Center, Inc. in consideration of a potential future purchase of CRA owned land; and approve the Chairman to sign. Fiscal Impact: None. Meeting Date: 5/22/2012 Prepared By Name: JacksonDavid Title: Executive Director, Bayshore CRA 5/7/2012 11:44:48 AM Submitted by Title: Executive Director, Bayshore CRA Name: JacksonDavid 5/7/2012 11:44:49 AM Approved By Name: WilliamsSteven Title: Assistant County Attorney,County Attorney Date: 5/10/2012 10:47:55 AM Name: KlatzkowJeff Title: County Attorney Date: 5/10/2012 11:40:33 AM Name: FinnEd Title: Senior Budget Analyst, OMB Date: 5/12/2012 4:15:11 PM Name: OchsLeo Title: County Manager Date: 5/14/2012 2:51:37 PM Packet Page -1397- 5/22/2012 Item 163.2. EXTENSION TO RIGHT OF FIRST REFUSAL AGREEMENT AND RIGHT OF ENTRY THIS EXTENSION TO RIGHT OF FIRST REFUSAL AGREEMENT AND RIGHT OF ENTRY entered into the 22nd day of May, 2012, between Bayshore Cultural and Performing Arts Center, Inc., a 5016 organization, f/k/a Bayshore CAPA Center, Inc., (hereinafter referred to as "CAPA ") and the COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY BAYSHORE GATEWAY TRIANGLE (hereinafter referred to as "Owner "). WITNESSETH In consideration of the mutual covenants contained herein, and other valuable consideration, the parties agree as follows: WHEREAS, Owner and CAPA previously entered into a Right of First Refusal Agreement and Right of Entry dated May 24, 2011, a copy of which is attached hereto; and WHEREAS, the Owner and CAPA are desirous of extending the Expiration Date of the Right of First Refusal Agreement and Right of Entry Agreement to May 24, 2013 in the manner set forth below. NOW THEREFORE, in consideration of the covenants and conditions set forth herein, together with Ten Dollars ($10.00) and other valuable consideration, the Lease Agreement is amended as follows: 1. The Expiration Date of the Right of First Refusal Agreement and Right Entry as set forth is Paragraph 7 Renewal Option is hereby extended to May 24, 2013. 2. All terms and conditions contained remain in full force and effect, and said terms and conditions are applicable hereto except as expressly provided otherwise herein. IN WITNESS WHEREOF, the Landlord and Tenant have hereto executed this Extension of the Right of First Refusal Agreement and Right of Entry the day and year first above written. ATTEST: COLLIER COUNTY COMMUNTY DWIGHT E. BROCK, Clerk REDEVELOPMENT AGENCY By: By: DONNA FIALA, CHAIRMAN Packet Page -1399- Witness (Signature) CaI e,- /rat (Pant Name} _ Witness (Signature) IPrc !'� (Pritlt l�ieTr►ej Approved as to farm and legal sufficiency; St"on T. Williams Assistant County Attorney, 5/22/20'12 Item 16.E._. BAYSHOR.B CULTURAL AND PERFO}RMMG� TS EN ER, INC. By: , CHICK I-ITyIm' S, P SIDENT Packet Page -1400- 5/22/2012 Item 153.2. EXHIBIT_:.___ RIGHT OF FIRST .REFUSAL AGREEMENT THIS RIGHT OF FIRST REFUSAL AGREEMENT (hereafter "Agreement), dated and effective as of the -24tl-- day of May ' 2011, is made by and between the Collier County Community Redevelopment Agency (the "Owner'l and Bayshore CAPA Center, Inc. RECITALS: The Collier County Community Development Agency owns certain property as more particularly described in Exhibit A attached hereto and incorporated by this reference, located in Collier County, Florida (hereafter "the Property "). The Owner desires to give, grant, bargain, sell, and convey to Bayshore CAPA Center, Inc. certain rights to purchase the Property under the terms and subject to the conditions set forth herein. Accordingly, for the good and valuable consideration of One Hundred Dollars and No /100 ($100), the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Right of First Refusal. During the term of this Agreement, before Owner may sell the Property to a third party in conformity with Fla. Stat. §163.380(3)(a), Owner shall first offer the Property to Bayshore CAPA Center, Inc. under the same terms and conditions as are offered by the third party. Bayshore CAPA Center, Inc. shall have sixty (60) days during which to accept said offer. If Bayshore CAPA Center, Inc. does not accept said offer within said period, Owner shall be free to accept the third party offer. In the event of either Bayshore CAPA Center, Inc.'s acceptance or rejection of a third party offer, Fla. Stat. §163.380(3)(a) shall be followed. It is expressly understood that it is possible that Bayshore CAPA Center, Inc. may exercise this right of first refusal and may not be the ultimate purchaser of the Property as a result of full Fla. Stat. §163.380(3)(a) compliance. 2. Assignment. No party may assign this Agreement without the consent of the other party. 3. Term of Agreement. This Agreement shall remain open and valid for a period of one year (365) days from the date of the last signature being placed upon the Agreement. Packet Page -1401- { 5/2212012 Item �__ X 4. Severability of Provisions. - -Each- provision of this Agreement shall be considered severable, and If for any reason any provision that is not essential to the effectuation of the basic purposes of the Agreement is determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those provisions of this Agreement that are valid. 5. No Continuing Waiver. None of the parties hereto shall be deemed to have waived any rights hereunder unless such waiver shall be in writing and signed by such party. The waiver of any party of any breach of this Agreement shall not operate or be construed to be a waiver of any subsequent breach. 6. Governing law. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida and the venue for any actions based upon the Agreement shall be Collier County Circuit or County Court, as appropriate. 7. Renewal Option. With sixty (60) days written notice, Bayshore CAPA Center, Inc. may request a one -year extension subject to CRA Board approval. IN WITNESS WHEREOF, the parties have executed this Right of First Refusal Agreement as of the day and year first above written. ATTEST - ",, DWIGk�"`:'8ROCk, .CLERK AtUd at flonstru"• Signature C L) 1E ; Printed/Typed Name Sic a re " `-' JQ'R(\� �r Printed/Typed Name COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY By: 3I OLETTA, Chairman BAYSHORE CAPA CENTER, INC. S�nat e w 5''te " l -<ur/F Printed/Typed Name / "s h7- Printed/Typed Title 2of3 Packet Page -1402- Approved as to form and legal sufficiency: Steven T. Williams 5,oyl,jilt Assistant County Attorney 7 Attachment: Exhibit A — Legal Description CP: 11 -CRA-00048\6 3 of 3 Packet Page -1403- 5/22/2012 Item 163.2. 5/22/2012 Item '16.E.2. I RIGHT OF ENTRY KNOW ALL MEN BY THESE PRESENTS that COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY, a political subdivision of the State of Florida, who post office address is 3299 Tamiami Trail East, Naples, Florida 34112; its successors, assigns, or agents hereinafter known as `Grantee" for and in consideration of Ten Dollars ($10.00) and other valuable consideration to them in hand paid, do hereby grant unto Bayshore CAPA Center, Inc., whose post office address is 4069 Bayshore Drive, Naples, Florida 34112, hereinafter known as "Grantee' and its agents, architects, engineers and contractors, the temporary license and right to enter upon the lands of the Grantor, as described in Exhibit "A ", which is attached hereto and made a part hereof, for non - destructive inspection and assessment of the property. ALL RIGHT AND PRIVILEGE herein granted shall remain in full force and effect until terminated in writing by the Grantor. their successors and assigns on the lands of the Grantor described in Exhibit "A." This Right of Entry shall terminate 365 days after the last signature is placed on this document. ADDITIONALLY, the rights and interest granted hereunder are conditioned upon the reasonable exercise thereof by Grantee Grantee agrees not to unreasonably interfere with Grantor's use of the lands described in Exhibit "A ". and agrees to provide Grantor with advance notice when exercising its rights hereunder. IN WITNESS WHEREOF, the Grantee has caused these presents to be executed in their name this day of N'1 AIM 2011. COLLIER COUNTY COMMUNITY REDEVELOPMEN• GENC BY: ColIe ta_ It airman GRANTEE: BAYSHtJRE CAPA CENTER, INC. a Florida not - for - profit corporation AA Printed Name BY: ��77' Pr t Printed Narne Printed Name Approved as to form and Legal sufficiency Steven T. Williams 7�✓ �ri Assistant County Attorney 41z' J — __-Title — Packet Page -1404- I') 5/22/2012 Item 1 E... EXHIBIT "A" ` H I B I LEGAL DESCRIPTION: A PARCEL OF LAND LYING IN SECTION 14, TOWNSHIP 50 SOUTH, RANGE 25 EAST, COLLIER COUNTY, FLORIDA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: PARCEL[ THE WEST 425 FEET OF LOT 109, NAPLES GROVE AND TRUCK CO'S LITTLE FARMS No. 2, ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK 1, PAGE 27A, LESS THE EAST 200 FEET AND THE WEST 25 FEET THEREOF, PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA. PARCEL 2 THE EAST 200 FEET OF THE WEST 425 FEET OF LOT 109, NAPLES GROVE AND TRUCK COS LITTLE FARMS No. 2, ACCORDING TO THE PLAT THEREOF RECORDED M PLAT BOOK 1, PAGE 27A, PUBLIC RECORDS OF COLLER COUNTY, FLORIDA. TOGETHER WITH AN INGRESS AND EGRESS EASEMENT ACROSS THE NORTH 30 FEET OF THE EAST 200 FEET OF THE WEST 225 FEET OF LOT 109, NAPLES GROVE AND TRUCK COS LITTLE FARMS No.2 PARCEL3 ALL OF LOT 108, LESS AND EXCEPTING THE NORTH 273.44 FEET OF THE WEST 425 FEET AND THE KELLY ROAD RIGHT -OF -WAY, NAPLES GROVE AND TRUCK COS LITTLE FARMS No. 2, ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK I, PAGE 27A, PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA; TOGETHER WITH: ALL OF LOT 109, LESS AND EXCEPTING THE WEST 425 FEET AND THE KELLY ROAD RIGHT -OF -WAY, NAPLES GROVE AND TRUCK CO'S LITTLE FARMS No. 2, ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK 1, PAGE 27A, PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA. AND PARCEL A, LAKESIDE MOBILE ESTATES, IN ACCORDANCE WITH AND SUBJECT TO THE PLAT RECORDED IN PLAT BOOK 9, PAGE 99, PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA. Packet Page -1405- f Bayshore CULTURAL & PERFORMING ARTS CENTER' May 3, 2012 David Jackson Collier County Community Redevelopment Agency 4069 Bayshore Drive Naples, FL 34112 Dear Mr. Jackson: 5/22/2012 Item 16.E..1. As provided for in our Right of First Refusal Agreement date May 24, 2011, and in our Right of Entry Agreement of the same date, Bayshore Cultural and Performing Arts Center, Inc. wishes to exercise its Renewal Option for a one year extension (subject to CRA Board approval). We ask, with all due respect, for a favorable consideration of this request. Yours, Chick Heithaus, President of the Board of Directors Bayshore Cultural and Performing Arts Center, Inc. Cc: Kevin Carmichael, Esq. Steve Kutler Dwight Richardson BAY;I10R1: C'IJi 1-L;RAt PEisI ()R\Ii IN c_- A IN' 1 S C ENTCr ,u "CY Bashore Dr. i Nap c, FL 3'112 1 a�,shcfECAF,;.crg 1 E rna`: Ba .Centeroa� Century3't; net Packet Page -1406- Previous on List Npxt can List Return To. Liss Entity Name Search Events NpmnQ I- listnr.' Submit. Detail by Entity Name Florida Non Profit Corporation BAYSHORE CULTURAL AND PERFORMING ARTS CENTER, INC. Filing Information Document Number N04000011276 FEI /EIN Number 201793831 Date filed 11/29/2004 State FL Status /ACTIVE Last Event MERGER N—? ro v%Av�ZN s k f CW Ce , r/ In c Event Date Filed 08/03/2011 Event Effective Date NONE Principal Address 4069 BAYSHORE DRIVE ' NAPLES FL 34112 US Changed 07/19/2011 Mailing Address 4069 BAYSHORE DRIVE NAPLES FL 34112 US Changed 07/1912011 Registered Agent'Name & Address WELLS, AURORA 4069 BAYSHORE DRIVE NAPLES FL 34112 US Name Changed: 01/09/2012 Address Changed: 01/09/2012 Officer /Director Detail Name & Address Title P HEITHAUS, JC 4069 BAYSHORE DRIVE NAPLES FL 34112 US Title VP DOEPKE, ROCHELLE 4069 BAYSHORE DRIVE VAPLES FL 34112 US bttp://www.sunbiz.org/sclipts/cordet.exe?a(Packet Page -1407- doc number= N0400001127... 5/3/2012 wmv.sunbiz.org - Department of State Title S RICHARDSON, DWIGHT 4069 BAYSHORE DRIVE NAPLES FL 34112 US Title T WELLS, AURORA 4069 BAYSHORE DRIVE NAPLES FL 34112 US Title D KUTLER,STEVE 4069 BAYSHORE DRIVE NAPLES FL 34112 US Annual Resorts Report Year Filed Date 2010 07/19/2011 2011 07/19/2011 2012 01/09/2012 Document Images 01109/20712 -- ANNUAL REPORT 1 View image inPDF format j 0W.031.2011 -- Mercier View image in PDF format 07/19/2011 — REINSTATEMENT Viewimage in PDF format g= /20�g�_rlmerade i and stated Articles � View image in PDF format 04/20/2009 --ANNUAL REPORT ! View image in PDF format 08/25/2006 -- ANNUAL REPORT View image in PDF format 04116120077 -- ANNUAL REPORT View image in PDF format 071;1 /200, --_Name Chance, View image in PDF format 06,11312006 — ANNUAL REPORT View image in PDF format 05.'31/2005 - ANNUAL REPORT View image in PDF format 112c)12004 -- Domestic Non - Profs! View image in PDF format Note: This is not official record. See documents if question or conflict. Previous on List Next on List Return To List Events M rod _Hi "E rr, I Home I Contact us I Document Searches I E- Filing Services I Forms I Held CoovrioKt @� and Privacv Policies State of Florida, Department of State 5/22/2012 Item Entity Name Search Submit http:// www. sunbiz .org/scripts /cordet.exe ?ac Packet Page -1408- doe number= N0400001127... 5/3/2012