Backup Documents 07/28/2009 Item #14B
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July 29,2009
eRA Board
Commissioner RE: July 28, 2009 Agenda Item14B
James N Coletta
Commissioner
Fred IN Coyle Recommendation for the Community Redevelopment Agency (CRA) to approve
Commissioner the purchase of an assemblage of six (6) commercial properties located in the
Donna Fiala Gateway Triangle Redevelopment Area; authorize the CRA Chairman to
Chairman execute the real estate contract and Addendum; approve payment from Fund
Commissioner (187) and authorize the Executive Director to make payment in the amount of
Frank Halas
$6,386,000 plus cost and expenses to complete the sale of subject property; and
Commissioner approve all necessary budget amendments. Site address: 5.358 acres within the
Tom Henning Gateway mini-triangle (Fiscal Impact $6,386,000).
Advisory
Board
Chairman Attached is:
Lindsey Thomas
Vice-Chair Commercial Contract and Addendum requiring the signature of CRA Chairman, Jim
Jill Barry Coletta.
Karen Beatty
Ron Fowle Please provide CRA Chairman, Jim Coletta's signature on page five (5)
Chuck Gunther of the contract and page seven (7) of the addendum. Contact Jean
Maunce Jourdan at 643-1115 for pick up.
Gutierrez
Steve MJin
William Mears Thank you.
Bruce Preble
Jean Jourdan
CRA Staff Project Manager
Bayshore/Gateway Triangle
David L. Jackson CRA
Executive
Director Phone 643-1115
Jean Jourdan
Project Manager
Sue 1 rone
Operations
Analyst
Shirley Garcia
Operations
Coordinator
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2740 Bayshore Drive, Unit 17 . Naples, Florida 34112
P: (239) 643-1115 . F: (239) 775 4456
www.colliercra.com
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1* 1. PURCHASE AND SALE: The Collier County Community RedeveloDment Aaency ("Buyer")
2* agrees to buy and Corradi CooDer Street. Inc.. a Florida COrDoration and CC&E Investments. LLC.. a Florida Limited
Liabilitv COmDany ("Seller").
3* agrees to sell the properties described as: Street Address: 1936 Davis Boulevard, 1965 Tamiami Trail East, 1933 Tamiami Trail East,
1991Tamiami Trail East, 2054 Davis Boulevard, 2000 Davis Boulevard
4*
5* Legal Description: SEE EXHIBIT "A"
6*
7* and the following Personal Property:
8*
9* (all collectively referred to as the "Property") on the terms and conditions set forth below. The "Effective Date" of this Contract is
10* the date on which the last of the Parties signs the latest offer. Time is of the essence in this Contract. Time periods of 5
11* days or less will be computed without including Saturday, Sunday, or national legal holidays and any time period ending on
12" a Saturday, Sunday or national legal holiday will be extended until 5:00 p.m. of the next business day.
13* 2. PURCHASE PRICE: $ 6.386.000.00
14* (a) Deposit held in escrow by $ N/A
15* (b) Additional deposit to be made within days from Effective Date $ N/A
16* (c) Total mortgages (as referenced in Paragraph 3) $ N/A
17* (d) Other: $ N/A
18* (e) Balance to close, subject to adjustments and prorations, to be made with cash, locally drawn $ 6,386.000.00
19* certified or cashier's check or wire transfer.
20* 3. THIRD PARTY FINANCING: Within _ days from Effective Date ("Application Period"), Buyer will, at
21" Buyer's expense, apply for third party financing in the amount of $ or - % of the
22* purchase price to be amortized over a period of _ years and due in no less than _ years and with a fixed interest rate not to exceed
_ % per year or variable interest rate not to exceed _ % at origination with a lifetime cap not to exceed _ % from initial rate, with
additional terms as follows:
24* (All Contingencies provided for in Addendum attached hereto and made part of this contract)
25* Buyer will pay for the mortgagee title insurance policy and for all loan expenses. Buyer will timely provide any and all credit,
26* employment, financial and other information reasonably required by any lender. Buyer will notify Seller immediately upon obtaining
27* financing or being rejected by a lender. If Buyer, after diligent effort, fails to obtain a written commitment within ~ days from
28* Effective Date ("Financing Period"), Buyer may cancel the Contract by giving prompt notice to Seller and Buyer's deposit(s) will be
29* returned to Buyer in accordance with Paragraph 9.
30. Buyer ~ and Seller ~ acknowledge receipt of a copy of this page, which is page 1 of 5 Pages.
cc-2 <0 1997 Florida Association of REAL TORS~ All Rights Reserved ~~
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31" 4. TITLE: Seller has the legal capacity to and will convey marketable title to the Property by 0 statutory warranty deed
32" ;J other General Warranty Deed , free of liens, easements and encumbrances of record or known to Seller,
33 but subject to property taxes for the year of closing; covenants, restrictions and public utility easements of record; and (list any
34" other matters to which title will be subject) taxes stipulation attached hereto and made part of this contract
~ ,
36" provided there exists at closing no violation of the foregoing and none of them prevents Buyer's intended use of the Property as
37"
38" (a) Evidence of Title: Seller will, at (check one) :J Seller's iit Buyer's expense and within 15 days 0 from Effective Date
39" ~ prior to Closing Date 0 from date Buyer meets or waives financing contingency in Paragraph 3, deliver to Buyer (check one)
40" 0 a title insurance commitment by a Florida licensed title insurer and, upon Buyer recording the deed, an owner's policy in
41 the amount of the purchase price for fee simple title subject only to exceptions stated above,
42" [Iif an abstract of title, prepared or brought current by an existing abstract firm or certified as correct by an existing firm.
43 However, if such an abstract is not available to Seller, then a prior owner's title policy acceptable to the proposed insurer as
44 a base for reissuance of coverage, The prior policy will include copies of all policy exceptions and an update in a format
45 acceptable to Buyer from the policy effective date and certified to Buyer or Buyer's closing agent together with copies of all
46 documents recited in the prior policy and in the update,
47 (b) Title Examination: Buyer will, within 15 days from receipt of the evidence of title deliver written notice to Seller of title
48 defects. Title will be deemed acceptable to Buyer if (1) Buyer fails to deliver proper notice of defects or (2) Buyer delivers proper
49" written notice and Seller cures the defects within ~ days from reeeipt of the notice ("Curative Period"). If the defects are
50 cured within the Curative Period, closing will occur within 10 days from receipt by Buyer of notice of such curing. Seller may
51 elect not to cure defects if Seller reasonably believes any defect cannot be cured within the Curative Period. If the defects are
52 not cured within the Curative Period, Buyer will have 10 days from receipt of notiee of Seller's inability to cure the defects to
53 elect whether to terminate this Contract or accept title subject to existing defects and close the transaction without reduction in
54 purchase price, The party who pays for the evidence of title will also pay related title service fees including title and abstract
55 charges and title examination,
56 (c) Survey: (check applicable provisions below)
57" Ita Seller will, within ~ days from Effective Date, deliver to Buyer copies of prior surveys, plans, specifications, and
58' engineering documents, if any, and the following documents relevant to this transaction: any environmental assessments.
59" leases, entitlements. correspondence from aovemment aaencies , prepared for Seller or in Seller's
60 possession, which show all currently existing structures.
61" Iia Buyer will, at 0 Seller's Ij(Buyer's expense and within the time period allowed to deliver and examine title evidence,
62 obtain a current eertified survey of the Property from a registered surveyor. If the survey reveals encroachments on the
63" Property or that the improvements encroach on the lands of another, 0 Buyer will accept the Property with existing
64' encroachments ~ such encroachments will constitute a title defect to be cured within the Curative Period,
65 (d) Ingress and Egress: Seller warrants that the Property presently has ingress and egress.
66 (e) Possession: Seller will deliver possession and keys for all locks and alarms to Buyer at closing.
67" 5. CLOSING DATE AND PROCEDURE: This transaction will be closed in Collier County, Florida on
68. or before the September 16 , 2009 or within _ days from Effective Date ("Closing Date"), unless otherwise extended
69" herein, 0 Seller u1:3uyer will designate the closing agent. Buyer and Seller will, within 45 days from Effective Date, deliver to
70 Escrow Agent signed instructions which provide for closing procedure. If an institutional lender is providing purchase funds, lender
71 requirements as tO~Place time of day, and closing procedures will control over any contrary provisions in this Contract.
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72 (a) Costs: Buyer ay"taxes and recording fees on notes, mortgages and financing statements and recording fees for the deed.
73 Seller will pay tiUlllil II 11 _ J r ~ recording fees for documents needed to cure title defects. If Seller is obligated to diseharge
74 any encumbrance at or prior to closing and fails to do so, Buyer may use purchase proceeds to satisfy the encumbrances.
75 (b) Documents: Seller will provide the deed, bill of sale, mechanic's lien affidavit, assignments of leases, updated rent roll,
76 tenant and lender estoppel letters. assignments of permits and licenses, corrective instruments and letters notifying tenants of
77 the change in ownership/rental agent. If any tenant refuses to execute an estoppel letter, Seller will certify that information
78 regarding the tenant's lease is correct. If Seller is a corporation. Seller will deliver a resolution of its Board of Directors
79 authorizing the sale and delivery of the deed and certification by the corporate Secretary certifying the resolution and setting forth
80 facts showing the eonveyance conforms with the requirements of loeallaw. Seller will transfer security deposits to Buyer, Buyer
81 will provide the closing statement, mortgages and notes, security agreements and financing statements.
82" Buyer ~j ) and Seller ~~ acknowledge receipt of a copy of this page, which is page 2 of 5 Pages,
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83' (C) Taxes, Assessments, and Prorations: The following items will be made current and prorated U as of Closing Date
84' Iiif as of tax stipulation in Addendum : real estate taxes, bond and assessment payments assumed by Buyer, interest,
85' rents, association dues, insurance premiums acceptable to Buyer, operational expenses and
86 If the amount of taxes and assessments for the current year cannot be ascertained, rates for the previous year will be used with due
87 allowance being made for improvements and exemptions. Seller is aware of the following assessments affecting or potentially
88' affecting the Property:
89 Buyer will be responsible for all assessments of any kind which become due and owing on or after Effective Date, unless the
90 improvement is substantially completed as of Closing Date, in which case Seller will be obligated to pay the entire assessment.
91 (d) FIRPTA Tax Withholding: The Foreign Investment in Real Property Act ("FIRPTA") requires Buyer to withhold at closing a
92 portion of the purchase proceeds for remission to the Internal Revenue Service ("I.R.S.") if Seller is a "foreign person" as defined
93 by the Internal Revenue Code. The parties agree to comply with the provisions of FIRPTA and to provide, at or prior to closing,
94 appropriate documentation to establish any applicable exemption from the withholding requirement. If withholding is required
95 and Buyer does not have cash sufficient at closing to meet the withholding requirement, Seller will provide the necessary funds
96 and Buyer will provide proof to Seller that such funds were properly remitted to the I.R.S.
97" 6, ESCROW: Buyer and Seller authorize Stewart Title Company f/kla Midwest Title Company
98' Telephone: (239) 262-2164 Facsimile: (239) 262-7904 Address: 3936 N. Tamiami Tr. Ste. A. NaD/es. FI 34103
99' to act as "Escrow Agent"
100' to receive funds and other items and, subject to clearance, disburse them in accordance with the terms of this Contract. Escrow
101' Agent will deposit all funds received in iia a non-interest bearing escrow account U an interest bearing escrow account with
102' interest aceruing to with interest disbursed (check one) U at closing
103' U at intervals. If Escrow Agent receives conflicting demands or has a good faith doubt as to Escrow
104 Agent's duties or liabilities under this Contraet, he/she may (a) hold the subject matter of the escrow until the parties mutually
105 agree to its disbursement or until issuance of a court order or decision of arbitrator determining the parties' rights regarding the
106 eserow or (b) deposit the subject matter of the escrow with the clerk of the circuit court having jurisdiction over the dispute. Upon
107 notifying the parties of such action, Escrow Agent will be released from all liability except for the duty to account for items
108 previously delivered out of escrow. If a licensed real estate broker, Escrow Agent will comply with applicable provisions of Chapter
109 475, Florida Statutes. In any suit or arbitration in which Escrow Agent is made a party because of acting as agent hereunder or
110 interpleads the subject matter of the escrow, Escrow Agent will recover reasonable attorneys' fees and costs at all levels, with
111 such fees and costs to be paid from the escrowed funds or equivalent and charged and awarded as court or other eosts in favor
112 of the prevailing party. The parties agree that Escrow Agent will not be liable to any person for misdelivery to Buyer or Seller of
113 escrowed items, unless the misdelivery is due to Escrow Agent's willful breach of this Contract or gross negligence,
114 7. PROPERTY CONDITION: Seller will deliver the Property to Buyer at the time agreed in its present "as is" condition, ordinary
115 wear and tear excepted, and will maintain the landscaping and grounds in a comparable condition, Seller makes no warranties
116 other than marketability of title. By accepting the Property "as is," Buyer waives all claims against Seller for any defects in the
117 property. (Check (a) or (b))
118' U (a) As Is: Buyer has inspected the Property or waives any right to inspect and accepts the Property in its "as is" condition.
119' !;a (b) Due Diligence Period: Buyer will, at Buyer's expense and within 50 days from Effective Date ("Due Diligence Period"),
120 determine whether the Property is suitable. in Buyer's sole and absolute discretion, for Buyer's intended use and development of
121 the Property as specified in Paragraph 4. During the Due Diligence Period, Buyer may conduct any tests, analyses, surveys and
122 investigations ("Inspections") which Buyer deems necessary to determine to Buyer's satisfaction the Property's engineering,
123 architectural, environmental properties; zoning and zoning restrictions; flood zone designation and restrietions; subdivision
124 regulations; soil and grade; availability of access to public roads, water, and other utilities; consistency with local, state and regional
125 growth management and comprehensive land use plans; availability of permits, government approvals and licenses; compliance with
126 American with Disabilities Act; absence of asbestos, soil and ground water contamination; and other inspections that Buyer deems
127 appropriate to determine the suitability of the Property for Buyer's intended use and development. Buyer shall deliver written notice
128 to Seller prior to the expiration of the Due Diligence Period of Buyer's determination of whether or not the Property is acceptable.
129 Buyer's failure to comply with this notice requirement shall constitute acceptance of the Property in its present "as is" condition.
130 Seller grants to Buyer, its agents, contractors and assigns, the right to enter the Property at any time during the Due Diligence
131 Period for the purpose of conducting Inspections; provided, however. that Buyer, its agents, contractors and assigns enter the
132 Property and conduct Inspections at their own risk. Buyer shall indemnify and hold Seller harmless from losses, damages, costs,
133 claims and expenses of any nature, including attomeys' fees at all levels, and from liability to any person, arising from the conduct of
134 any and all inspections or any work authorized by Buyer. Buyer will not engage in any activity that could result in a mechanic's lien
135 being filed against the Property without Seller's prior written consent. In the event this transaction does not close, (1) Buyer shall
136 repair all damages to the Property resulting from the Inspections and return the Property to the condition it was in prior to conduct of
137 the Inspections, and (2) Buyer shall, at Buyer's expense, release to Seller all reports and other work generated as a result of the
138 Inspections. Should Buyer deliver timely notiee that the Property is not acceptable, Seller agrees that Buyer's deposit shall be
139 immediately returned to Buyer and the Contract terminated.
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140' Buyer L--) ~and Seller ~(--.J acknowledge receipt of a copy of this page, which is page 3 of 5 Pages.
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141 (C) Walk-through Inspection: Buyer may, on the day prior to closing or any other time mutually agreeable to the parties,
142 conduct a final "walk-through" inspection of the Property to determine compliance with this paragraph and to ensure that all
143 Property is on the premises.
144 (d) Disclosures:
145 1. Radon Gas: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient
146 quantities, may present health risks to persons who are exposed to it over time, Levels of radon that exceed federal and state
147 guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained
148 from your county public health unit.
149 2. Energy Efficiency: Buyer may have determined the energy efficiency rating of the building, if any is located on the Real
150 Property.
151 8. OPERATION OF PROPERTY DURING CONTRACT PERIOD: Seller will continue to operate the Property and any business
152 conducted on the Property in the manner operated prior to Contract and will take no action that would adversely impact the
153 Property, tenants, lenders or business, if any. Any changes, such as renting vacant space, that materially affect the Property or
154" Buyer's intended use of the Property will be permitted .1lI only with Buyer's consent CJ without Buyer's consent.
155 9" RETURN OF DEPOSIT: Unless otherwise specified in the Contract, in the event any condition of this Contract is not met and
156 Buyer has timely given any required notice regarding the condition having not been met, Buyer's deposit will be returned in
157 aecordance with applicable Florida laws and regulations.
158 10. DEFAULT:
159 (a) In the event the sale is not closed due to any default or failure on the part of Seller other than failure to make the title
160 marketable after diligent effort, Buyer may either (1) receive a refund of Buyer's deposit(s) or (2) seek specific performance. If
161 Buyer elects a deposit refund, Seller will be liable to Broker for the full amount of the brokerage fee,
162 (b) In the event the sale is not closed due to any default or failure on the part of Buyer, Seller may either (1) retain all deposit(s)
163 paid or agreed to be paid by Buyer as agreed upon liquidated damages, eonsideration for the execution of this Contract, and in
164 full settlement of any claims, upon which this Contract will terminate or (2) seek specific performance. If Seller retains the
165 deposit, Seller will pay the Listing and Cooperating Brokers named in Paragraph 12 fifty percent of all forfeited deposits retained
166 by Seller (to be split equally among the Brokers) up to the full amount of the brOkerage fee.
167 11. ATTORNEY'S FEES AND COSTS: In any claim or controversy arising out of or relating to this Contract, the prevailing party,
168 which for purposes of this provision will include Buyer, Seller and Broker, will be awarded reasonable attorneys' fees, costs and
169 expenses,
170 12. BROKERS: Neither Buyer nor Seller has utilized the services of, or for any other reason owes compensation to, a licensed
171 real estate Broker other than:
172" (a) Listing Broker: Downing Frye Realty, Inc. (Michael K. Corradi) ,
173" who is lli/I an agent of Seller o a transaetion broker 0 a nonrepresentative
174" and who will be compensated by ~ Seller 0 Buyer 0 both parties pursuant to 0 a listing agreement 0 other (specify)
175'
176"
177"
178' (b) Cooperating Broker: N/A ,
179' who is 0 an agent of o a transaction broker 0 a nonrepresentative
ISO' and who will be compensated by 0 Buyer 0 Seller '::l both parties pursuant to 0 an MLS or other offer of compensation to a
181" cooperating broker f,J other (specify)
182'
183'
184"
185 (collectively referred to as "Broker") in connection with any act relating to the Property, including but not limited to inquiries,
186 introductions, consultations and negotiations resulting in this transaction. Seller and Buyer agree to indemnify and hold Broker
187 harmless from and against losses, damages, costs and expenses of any kind, including reasonable attorneys' fees at all levels, and
188 from liability to any person, arising from (1) eompensation claimed which is inconsistent with the representation in this Paragraph, (2)
189 enforcement action to collect a brokerage fee pursuant to Paragraph 10, (3) any duty accepted by Broker at the request of Buyer or
190 Seller, which duty is beyond the scope of services regulated by Chapter 475, F.S" as amended, or (4) recommendations of or services
191 provided and expenses incurred by any third party whom Broker refers, recommends or retains for or on behatf of Buyer or Seller,
192" 13" ASSIGNABILITY; PERSONS BOUND: This Contract may be assigned to a related entity, and otherwise '::l is not assignable
193' [) is assignable. The terms "Buyer," "Seller" and "Broker" may be singular or plural. This Contract is binding upon Buyer, Seller
194 and their heirs, personal representatives, suecessors and assigns (if assignment is permitted).
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195' Buyer (~~ and Seller ~~ acknowledge receipt of a copy of this page, which is page 4 of 5 Pages.
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196 14. OPTIONAL CLAUSES: (Check if any of the following clauses are applicable and are attached as an addendum to this Contract):
197* o Arbitration o Seller Warranty o Existing Mortgage
198" o Section 1031 Exchange o Coastal Construction Control Line o Other Addendum
199* o Property Inspection and Repair o Rood Area Hazard Zone o Other Exhibit
200* o Seller Representations I:J Seller Financing o Other Signature Page
201 15. MISCELLANEOUS: The terms of this Contract constitute the entire agreement between Buyer and Seller. Modifications of
202 this Contract will not be binding unless in writing, signed and delivered by the party to be bound. Signatures, initials, documents
203 referenced in this Contract, counterparts and written modifications communicated electronically or on paper will be acceptable for
204 all purposes, including delivery, and will be binding. Handwritten or typewritten terms inserted in or attached to this Contract prevail
205 over preprinted terms. If any provision of this Contract is or becomes invalid or unenforceable, all remaining provisions will continue
206 to be fully effective, This Contract will be construed under Florida law and will not be recorded in any public records. Delivery of any
207 written notice to any party's agent will be deemed delivery to that party,
208 THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE OF AN ATTORNEY
209 PRIOR TO SIGNING. BROKER ADVISES BUYER AND SELLER TO VERIFY ALL FACTS AND REPRESENTATIONS THAT ARE
210 IMPORTANT TO THEM AND TO CONSULT AN APPROPRIATE PROFESSIONAL FOR LEGAL ADVICE (FOR EXAMPLE,
211 INTERPRETING CONTRACTS, DETERMINING THE EFFECT OF LAWS ON THE PROPERTY AND TRANSACTION, STATUS OF
212 TITLE, FOREIGN INVESTOR REPORTING REQUIREMENTS, ETC.) AND FOR TAX, PROPERTY CONomON, ENVIRONMENTAL AND
213 OTHER SPECIAUZED ADVICE. BUYER ACKNOWLEDGES THAT BROKER DOES NOT OCCUPY THE PROPERTY AND THAT ALL
214 REPRESENTATIONS (ORAl, WRITTEN OR OTHERWISE) BY BROKER ARE BASED ON SELLER REPRESENTATIONS OR PUBUC
215 RECORDS UNLESS BROKER INDICATES PERSONAL VERIRCATlON OF THE REPRESENTATION. BUYER AGREES TO RELY
216 SOLELY ON SELLER, PROFESSIONAL INSPECTORS AND GOVERNMENTAL AGENCIES FOR VERIFICATION OF THE PROPERTY
217 CONDITION, SQUARE FOOTAGE AND FACTS THAT MATERIALLY AFFECT PROPERTY VAWE.
218* DEPOSIT RECEIPT: Deposit of $ 0.00 by 0 check 0 other received on
219" , by
220 Signature of Escrow Agent
221 OFFER: Buyer offers to purchase the Property on the above terms and conditions, Unless acceptance is signed by Seller and a
222" signed copy delivered to Buyer or Buyer's agent no la July 28th , 2009 ,
223 Buyer may revoke this offer and receive a refund of
224* Date: 7/28/09 BUYER: Tax ID No:
"'Y",..
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22~nE~~~.~.~.;I:~?.I;" '. Tltle:Jim Coletta. Chairman Telephone: Faesimile:
22 *WI ' , ~B ~.ress:
~ a'~. . ": '; "y R: Approved as ~orm & leg~1 sufficiency Tax ID No:
2M-telt ~ _ U4d:~oun~~~e: Facsimile:
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230* ACCEPTANC'E':~Seller accepts Buyer's offer and agrees to sell the Property on the above terms and conditions (0 subject to the
'" attached counter offer). ~
"". Date: 7;'1 IUD? SELLER: ~ j( C ~. Tax 10 No:
233" Title: as president of Corradi Cooper Telephone: Facsimile:
234" .' , Street Inee.. and as Manaoino Member of CC&E Investments. LLC
235" Date: SELLER: Tax ID No:
236' Title: Telephone: Facsimile:
237" Address:
238* Buyer ~ and Seller ~f.-) acknowledge receipt of a copy of this page, which is page 5 of 5 Pages.
The Florida Association of REALTORS makes no representation as to the legal validity or adequacy of any provision of this form in any specific transaction, This
standardized form should not be used in complex transactions or with extensive riders or additions, This form is available for use by the entire real estate Industry
and is not intended to identify the user as a REALTOR. REALTOR is a registered collective membership mark which may be used only by real estate licensees who are
members of the NATIONAL ASSOCIATION OF REALTORS and who subscribe to its Code of Ethics.
The copyright laws of the United States (17 U.S. Code) forbid the unauthorized reproduction of this torm by any means including facsimile or computerized forms.
CC-2 @ 1997 Florida Association of REALTORS@ All Rights Reserved
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148 I
ADDENDUM TO SALES COMMERCIAL CONTRACT
By and between The Collier County Community Redevelopment Agency ("Buyer") and Corradi Cooper Street, Inc., a Florida Corporation and
CC&E Investments, LLC., a Florida Limited Liability Company ("Seller").
Physical address: 1936 Davis Boulevard, 1965 Tamiami Trail East, 1933 Tamiami Trail East" 1991 Tamiami Trail East, 2054 Davis Boulevard
and 2000 Davis Boulevard, beingfurther described in the EXHB1T "A" attached hereto and made a part of this contract.
The Seller represents that the property, and all uses of the property, have
been and presently are in compliance with all Federal, State and Local
environmental laws; that no hazardous substances have been generated,
stored, treated or transferred on the property except as specifically disclosed
to the Buyer; that the Seller has no knowledge of any spill or environmental
law violation on the property contiguous to or in the vicinity of the property
to be sold to the Buyer, that the Seller has not received notice and
otherwise has no knowledge of: a) any spill on the property; b) any existing
or threatened environmental lien against the property; or c) any lawsuit,
proceeding or investigation regarding the generation, storage, treatment,
spill or transfer of hazardous substances on the property.
The Buyer has performed and is in receipt of an environmental Phase II
which is currently under review. If environmental contamination is found
that is not acceptable to the Buyer the Seller shall make the corrective
measures required by law or the Buyer may cancel this Agreement. Seller
shall not be obligated to make any corrections.
The Seller shall provide to the Buyer assignment of leases, updated rent
roll, tenant and lender estoppel letters, assignments of permits and licenses,
corrective instruments and letters notifying tenants of the change in
ownership/rental agent and transfer all security deposits and any and all
lease prepayments, deposits and active and future leases as provided for in
the contract. Seller shall use their best efforts to provide to the Buyer
estoppel certificates signed by each tenant confirming the terms of the
leases and the current status of said leases. At closing Seller shall certify all
estoppel letters provided are accurate or provide correct updates thereto and
certify as of the closing date the status of all leases. If Seller is unable to
obtain estoppel letters from any of the tenants Seller shall provide such
information to Buyer and warrant the accuracy of the estoppel information.
The Seller shall permit Building Structural Inspectors, Fire Inspectors and
other persons requested by Buyer to access all buildings and facilities to
inspect said buildings and facilities for compliance with all applicable
Federal, State and local codes. All buildings and facilities must be found in
compliance with all Federal, State and local codes prior to closing.
The Seller shall permit the Buyer's agent, employees or any other persons
deemed necessary to determine the properties suitability for the Buyer to
enter upon the property any time during the due diligence period.
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148
The Seller is aware of and understands that the "offer to purchase"
represented by this contract is contingent on approval of the purchase of the
properties by the Collier County Community Redevelopment Agency
Board.
The Seller acknowledges that Buyer is purchasing seven of Seller's parcels
to include the Property for a unified project and understands the "offer to
purchase represented by this contract is contingent on the Seller executing a
contract with Buyer for Purchase and Sale of property located at 2068 Davis
Boulevard further described as Lots 16, 17, and 18, Triangle Lake, as per
map or plat thereof recorded in Plat Book 4, Page 38 of Collier County
Florida.
In the event the title does not conform to the requirements of this contract
Seller may elect to cancel this contract or correct such matters.
The Buyer shall pay for all documentary stamps "Transfer Tax" on the
deed.
The Buyer shall assume payment for any 2009 tax prorations due at the time
of closing and reimburse the Seller for payment of the 2008 taxes.
The Buyer shall, at Buyer's expense have until September 16, 2009 to
determine whether the Property is suitable as Buyer deems necessary to
evaluate the property including, but not limited to, the physical
characteristics and conditions of the property, the effect if all applicable
building, land use, environmental and other codes, ordinances, statutes,
rules and regulations effecting the property and such other matters as may
be deemed by Buyer to be necessary and desirable in order for Buyer to
evaluate the property and determine the desirability and feasibility of the
property for Buyer's intended use. In the event the Buyer is not satisfied
with such studies, tests, restrictions or material, Buyer shall have the option
to cancel and terminate this contract by written notification to Sellers on or
before September 16, 2009, whereupon the parties hereto shall be relieved
of any obligations or liabilities hereunder. In the event the Buyer does not
notify Sellers that it is exercising its' option to cancel this contract on or
before September 16, 2009, Buyer shall be deemed to have waived such
right of cancellation.
The Buyer will deposit a non-refundable sum of $50,000 by 5 :00 p.m.,
August 10, 2009 to be held in escrow and dispersed pursuant to the terms of
this contract with a closing agent designated by the Buyer.
If the Buyer enters the Property and makes any excavations or tests, Buyer
shall restore the Property to its original state, and shall protect the Property
against the filing of any constructions liens for work performed on behalf of
the Buyer. The Buyer further agrees to hold the Seller harmless and
indemnify Seller from any loss it may suffer as the result of these inspection fA tl~
2 Ot-J
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148 J
activities (provided that none of said loss is due to the intentional acts or
negligence of Seller).
Buyer shall pay for all new surveys.
Buyer acknowledges the receipt of the following surveys from the Seller:
Dagostiono & Wood, Inc., survey dated 07/11/07, computer file 05
220-4-07 -11-07;
Dagostiono & Wood, Inc., survey dated 08/29/07, computer file
07129A;
Dagostiono & Wood, Inc., survey dated 09/27/05, computer file
05220-2;
Dagostiono & Wood, Inc survey dated 09/27/05, computer file 05220-3
Buyer acknowledges receiving herewith copies of Steel Environmental
Consulting, Inc., Report of Phase I Environmental Site Assessments for
Ted's Shed & Closed Office, Report of Limited Phase II Environments Site
Assessment for Chesser Laundromat, and Bob Taylor Chevrolet Collision
Center.
Buyer acknowledges receipt herewith copies of Owner's Policies, Leases,
Assignments and Addendums.
This transaction will be closed in Collier, County Florida, on or before
September 16,2009.
In the event of a conflict between this addendum and the contract hereby
amended the terms of this addendum shall prevail.
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148 !
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 33'46" 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, ~ 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 #7751020006, 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
u~. 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
"Nu.i.theasterly 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,
~!,;,;e from the point of beginning deflect 90 degrees from Southeasterly to Northeasterly and Lt,-
4~~
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148
run 338.2 feet, thence deflect 113 degrees 30'10" from Northeasterly to Northwesterly and run
107.18 feet thence deflect 66 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 '14, all
being in Section 11, Township 50 south, Range 25 East.
Being described as follows:
Commence at the northwest comer 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 1 05.72 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 #0038840007, 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 follow.
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
'hrtheasterly right of way line of the said Tamiami Trail run in a Southeasterly direction for
.)')u.58 feet along said Northeasterly right of way line, to establish the Point of Beginning; thence
from the Point of Beginning deflect 90 degrees from the Southeasterly to the Northeasterly and ~
5~~
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148 t
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
and run 63.91 feet; thence deflect 66 degrees 29 minutes 50 seconds form Northwesterly to
Southwesterly and run 338.32 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 ~ 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; 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 of2054 Davis Boulevard.
1 '.1 12, 13, 14, and 15, Triangle Lake Subdivision, as platted and recorded in Plat Book 4, Page
38, Public Records of Collier County, Florida.
6~
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14B
Witness Page for Commercial Contract Between The Collier County Community Redevelopment Agency ("Buyer") and Corradi Cooper Street,
Inc., a Florida Corporation and CC&E Investments, LLC., a Florida Limited Liability Company ("Seller"). Property site address: 1936 Davis
Boulevard, 1965 Tamiami Trail East, 1933 Tamiami Trail East" 1991 Tamiami Trail East, 2054 Davis Boulevard and 2000 Davis Boulevard
beingjUrther described in the EXHBIT "A" attached hereto and made a part of this agreement.
IN WITNESS WHEREOF, the parties hereto have signed below.
Dated Project/Acquisition Approved by
BCC:-.JI~!J cJfi} dC07
AS TO PURCHASER:
COLLIER COUNTY COMMUNITY
::DEVELO~ 4f
JIM COLETTA, Chairman
DATED: /-I<!~ ~OO 'l
WITNESSES:
, Corradi Cooper Street, Inc., a Florida
~.' Corporation C~.
By:.-m~ ;<.
~~L~~tf ctCUJ~ (Printed Name)
(Printed Name)
70.2-f Its: /1/CHAe.L K- Co ,"t. it J4 t> ,
H'Nft6/;; 6 He 1wI/Jefl-
(Signature)
\:S~s.\.-\P\ c..~A.~kA
(Printed Name)
7(;
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148 ,
Witness Page for Commercial Contract Between The Collier County Community Redevelopment Agency ("Buyer") and Corradi Cooper Street,
Inc., a Florida Corporation and CC&E Investments, LLC., a Florida Limited Liability Company ("Seller"). Property site address: J 936 Davis
Boulevard, J 965 Tamiami Trail East, J 933 Tamiami Trail East" J 99 J Tamiami Trail East, 2054 Davis Boulevard and 2000 Davis Boulevard
being further described in the EXHBJT "A " attached hereto and made a part of this agreement.
CC&E Investments, llC, a Florida limited
liability Company L:2
By:'m;duJ.Ji K .~.
~Si9 at~ ~a\1~
Q[.W N c\
(Printed Name) (Printed Name) L.." 0 i1. i2.l17) I
Its: M,'GHt:lEZL jC.
1:J. ?f 11 tJ-ft/ It 6/;';6 j41e~81S-fl-
(Signature) e.
Df\St-..{A 4 A ':1lcA
(Printed Name)
Approved as to form and
lega sufficiency:
Jenn r B. White
Assistant County Attorney
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