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Backup Documents 05/22/2012 Item #16B 21682 Ann P. Jennejohn From: Ann P. Jennejohn Sent: Friday, May 25, 2012 2:00 PM To: Caserta, Ashley Subject: Item #1662 (CAPA Right of First Refusal Agreement Extension) Attachments: Item #1662 (CAPA Agreement Extension).pdf Hi Ashley, Attached is a copy of the "Extension to Right of First Refusal Agreement & Right of Entry" with the Bayshore CAPA Center. Please let me know if you need anything else. Thank you. Ann Jennejohn, Deputy Clerk Clerk of the Circuit Court Clerk of the Value Adjustment Board Collier County Minutes & Records Dept. 239 - 252 -8406 239 - 252 -8408 (Fax) i T-L� No 3 2 RdC C S)zzl 1-2- EXTENSION TO RIGHT OF FIRST REFUSAL AGREEMENT AN 1682 RIGHT OF ENTRY THIS EXTENSION TO RIGHT OF FIRST REFUSAL AGREEMENT AND RIGHT OF ENTRY entered into the 22"d 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: DWIGHT E. BROCK, Clerk "S ;By: I COLLIER COUNTY COMMUNTY REDEVELOPMENT AGENCY 1 By: DONNA IALA, CHAIRMAN Item # QL Agenda Date Date -LtZ Rec 'd epW r x - fitness (Signature) /eat e,• � (Paint Name) Witness (Signature) 41/f,ArAQ l'S (Print Name) Approved as to form and legal sufficie y. l.M Stevcn T. Williams Assistant County Attomey f4lV& BAYSHOU CULTURAL AND PE"OFj,jwG 1 TS EN ER, INC. i f i By: ✓� i CHICK HEITI S, F SIDENT 1682 EXHIBITS 1682 RIGHT OF FIRST REFUSAL AGREEMENT THIS RIGHT OF FIRST REFUSAL AGREEMENT (hereafter "Agreement), dated and effective as of the 2411y, day of M 2 , 2011, is made by and between the Collier County Community Redevelopment Agency (the "Owner's 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. 1 of 3 EXHIBIT--h- 16 B2 4. Severability of PravIslons—.--fach--provis ion 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. ATTES,T:` `. ^ A PD DWI k1 6.<','j CLERK Attlo "'t j Signature Printed/Typed Name *iat e �'J&N4er r, Printed/Typed Name COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY By: JI OLETTA, Chairman BAYSHORE CAPA CENTER, INC. By:_ na_ tLde 2of3 _5*t�e ,g k 1-47 -1 r Printed/Typed Name Printed/Typed Title 1682 EXHIBIT�_ Approved as to form and legal sufficiency: Steven T. Williams Assistant County Attorney Attachment: Exhibit A — Legal Description CP: 11 -CRA- 00048\16 3 of 3 6 B 2 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 y1 2011. _j g^ Rti4r . COLLIER COUNTY COMMUNITY ,.,�11V1'(:,I�C3Rt?f14 REDEVELOPMEN ZGENC 1 BY: �k hrrCofietta, airman GRANTEE: BAYSHORE CAPA CENTER, INC. a Florida not - for - profit corporation Printed Name BY: Print "d Name z AT/i'ri Printed Name Approved as to form and Legal sufficiency Steven T. Williams Assistant County Attorney 4 r'_ kitle EXHIBIT " " 1682 A , F?- HIBIT�- 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 1 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 CO-S LITTLE FARMS No. 2, ACCORDING TO THE PLAT THEREOF RECORDED IN 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 PARCELS 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 1, 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. t { 1 EXHIBIT_ Bayshore CULTURAL & PERFORMING ARTS CENTER' May 3, 2012 David Jackson Collier County Community Redevelopment Agency 4069 Bayshore Drive Naples, FL 34112 Dear Mr. Jackson: 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 BAYS110RE CUFTURAt & PERFOR.tING ARTS C FNTFR 4069 Bayshore Dr. I Napes, FL 34,112 1 mv.. Bayshore,APA.erg I E ma:, €: BayshoreCAPACenter @Century;ink.net www.sunbiz.org - Department of State EXHIBIT Page 1 of 2 Home Contact Us E- Filing Services Document Searches Forms Help Previous on List Next on List Return To List Entity Name Search Events Name History 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 V/ACTIVE I ro 1 N.�3 C�% Ce w`{G Irk �KC Last Event MERGER .��> 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 07/19/2011 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 NAPLES FL 34112 US http: / /www. sunbiz.orglscriptslcordet. exe? action= DETFIL &inq_doc_ number= NO4000O 1127... 5/3/2012 www.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 Reports Report Year Filed Date 2010 07/19/2011 2011 07/19/2011 2012 01/09/2012 Document Images jwF EXHIBIT 01/09/2012 -- ANNUAL REPORT View image in PDF format 08/03/2011 -- Merger View image in PDF format 07/19/2011 -- REINSTATEMENT View image in PDF format 06/02/2009 -- Amended and Restated Articles View image in PDF format 04/20/2009 --ANNUAL REPORT F View image in PDF format 08/25/2008 -- ANNUAL REPORT View image in PDF format 04/16/2007 -- ANNUAL REPORT View image in PDF format 07/31/2006 -- Name Change View image in PDF format 06/13/2006 -- ANNUAL REPORT View image in PDF format 05/31/2005 -- ANNUAL REPORT F View image in PDF format 11/29/2004 -- Domestic Non -Profit F 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 Name History Home I Contact us I Document Searches i E- Filing Services I Forms I Help Coovriaht© and Privacv Policies State of Florida, Department of State Page 2 of 2 1682 Entity Name Search Submit http: / /www. sunbiz.orglscriptslcordet.exe? action= DETFIL &inq_doc_ number-- N040000l 127... 5/3/2012