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Backup Documents 04/28/2009 Item #14A MEMORANDUM Date: April 29, 2009 To: Jean Jourdan CRA Proj ect Manager 4069 Bayshore Drive Naples, Florida 34112 From: Teresa Polaski, Deputy Clerk Minutes & Records Department Re: CRA Commercial Contract with Corradi Cooper Street, Inc. Attached for your records is a copy of the resolution referenced above and the accompanying (original) statutory deed (Agenda Item #14A) adopted by the Board of County Commissioners Tuesday, April 28, 2009. The Minutes & Records Department has the original document as part of the Board's permanent record. If you should have any questions, please contact me at 252-8411. Thank you. 14A '\..,' 14A I~ 1 * 1. PURCHASE AND SALE: The Collier County Community RedeveloDment Aaencv ("Buver") 2* agrees to buy and Corradi CooDer Street. Inc.. a Florida COrDoration and CC&E Investments. LLC.. a Florida Limited Liability ComDanv ("Seller"). 3* agrees to sell the properties described as: Street Address: 1936 Davis Boulevard, 1965 Tamiami Trail East, 1933 Tamiami Trail East 2068 Davis Boulevard, 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. ofthe next business day. 13* 2. PURCHASE PRICE: 14* (a) Deposit held in escrow by $ 7.500.000.00 $ 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) 17* (d) Other: Reimbursement of gas tanks and pump removal by Seller $ N/A $ 19.000.00 $ 7,519.000.00 18* (e) Balance to close, subject to adjustments and prorations, to be made with cash, locally drawn 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 % ofthe 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 L-.) L-.) and Seller L--> L--> acknowledge receipt of a copy of this page, which is page 1 of 5 Pages. cc-2 @ 1997 Florida Association of REAL TOROO All Rights Reserved Ol@ ". 4. TITLE: Seller has the legal capacITY to and will convey marl<etable title to the Property by OJ statutory warranty deed 14 A 32' 0 other , 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 35' 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) c,,] Seller's D Buyer's expense and within 15 days 0 from Effective Date 39' 1Zl prior to Closing Date 0 from date Buyer meets or waives financing contingency in Paragraph 3, deliver to Buyer (check one) 40' U 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' 1,,4 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 receipt 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 notice 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' 1t/1 Seller will, within --.1!L 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 assessmetns, 59" leases, entitlemetns. correspondence from Qovernment aQencies. , prepared for Seller or in Seller's 60 possession, which show all currently existing structures. 61' ii4 Buyer will, at D Seller's 1,,4 Buyer's expense and within the time period allowed to deliver and examine title evidence, 62 obtain a current certified 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, .J Buyer will accept the Property with existing 64' encroachments i1Zi 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 28th day of July , 2009 or within __ days from Effective Date ("Closing Date"), unless otherwise extended 69' herein. r.J Seller ii4 Buyer will designate the closing agent. Buyer and Seller will, within _~ 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. 72 (a) Costs: Buyer will pay taxes and recording fees on notes, mortgages and financing statements and recording fees for the deed. 73 Seller will pay. tr' ~.i i?ecording fees for documents needed to cure title defects. If Seller is obligated to discharge 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 conveyance conforms with the requirements of local law. Seller will transfer security deposits to Buyer. Buyer 81 will provide the closing statement, mortgages and notes, security agreements and financing statements. 82" Buyer (~ (~ and Seller L-J (~ acknowledge receipt of a copy of this page, which is page 2 of 5 Pages. 83' 84' 00' (c) Taxes, Assessments, and Prorations: The tollowing items will be made current and prorated:' as of Closing Date 1 4. A .4 as of tax stipulation in Addendum : real estate taxes, bond and assessment payments assumed by Buyer, interest, rents, association dues, insurance premiums acceptable to Buyer, operational expenses and If the amount of taxes and assessments for the current year cannot be ascertained, rates for the previous year will be used with due allowance being made for improvements and exemptions, Seller is aware of the tollowing assessments affecting or potentially affecting the Property: Buyer will be responsible for all assessments of any kind which become due and owing on or after Effective Date, unless the Improvement is substantially completed as of Closing Date, in which case Seller Will be obligated to pay the entire assessment. (d) FIRPTA Tax Withholding: The Foreign Investment in Real Property Act ("FIRPTA") requires Buyer to withhold at closing a portion of the purchase proceeds for remission to the Internal Revenue Service ("I.R.S, ") it Seller is a "foreign person" as defined by the Internal Revenue Code, The parties agree to comply with the proviSions of FIRPTA and to provide, at or prior to closing, appropriate documentation to establish any applicable exemption from the withholding requirement. If withholding is required and Buyer does not have cash sufficient at closing to meet the withholding requirement, Seller will provide the necessary funds and Buyer will provide proof to Seller that such tunds were properly remitted to the I.R,S, 86 87 88' 89 90 91 q2 93 94 95 96 87' 6. ESCROW: Buyer and Seller authorize SS' Telephone: FaCSimile: Address: 00' 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..l a non-interest bearing escrow account I::) an interest bearing escrow account with 102' Interest accruing to with Interest disbursed (check one) ;::J at closing 103':' 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 Contract. 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 escrow or (b) deposit the subject matter ot the escrow with the clerk ot 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 tor 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 1m 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 trom the escrowed funds or eqUivalent and charged and awarded as court or other costs 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)) liB' '::J (a) As Is: Buyer has inspected the Property or waives any right to Inspect and accepts the Property In Its "as is" condition, 110' .a (b) Due Diligence Period: Buyer will, at Buyer's expense and Within _~ days from Effective Date ("Due Diligence Period"), "0 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 specitied 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 restrictions; subdivision 1:',1 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 12/ appropriate to determine the suitability of the Property tor Buyer's intended use and development. Buyer shall deliver written notice 1:'8 to Seller prior to the expICation of the Due Diligence PeriCl,d of Buyer's determination ot whether or not the Property IS acceptable, 1:'<1 Buyer's failure to comply with this notice requirement 'shall constitute acceptance ot the Property in Its present "as IS" condition, 120 Seller grants to Buyer, its agents, contractors and assigns, thu right to enter the Property at any time during the Due Diligence 131 Period tor the purpose of conducting Inspections; provided, however, that Buyer, its agents, contractors and assigns enter the m Property and conduct Inspections at their own risk, Buyer shall indemnify and hold Seller harmless trom losses, damages, costs, 133 claims and expenses of any nature, including attorneys' fees at all levels, and from liability to any person, arising from the conduct of 124 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 131> being filed against the Property without Seller's prior written consont. 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 pnor to conduct of m the Inspections, and (2) Buyer shal" at Buyer's expense, release to Seller all reports and other work generated as a result of the 128 Inspections, Should Buyer deliver timely notice that the Property is not acceptable, Seller agrees that Buyer's deposit shall be 1:.19 immediately returned to Buyer and the Contract tennnated, '"0' Buyer (__J (_l and Seller (~-.J C_) acknowledge receipt of 3 copy of this page, which is page 3 of 5 Pages. 141 (c) Walk-through Inspection: Buyer may, on the day prior to closing or any other time mutually agreeable to the parties, 1 4 A conduct a final "walk-through" inspection of the Property to determine compliance with this paragraph and to ensure that all Property is on the premises, (d) Disclosures: 1, Radon Gas: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time, Levels of radon that exceed federal and state guidelines have been found In buildings in Florida, Additional information regarding radon and radon testing may be obtained from your county public health unit. 2, Energy Efficiency: Buyer may have determined the energy effiCiency rating ot the building, it any is located on the Real Property, 142 143 144 145 146 1-';l 1/,e :.t9 150 151 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 ,d only with Buyer's consent U without Buyer's consent. 1fiS 9, RETURN OF DEPOSIT: Unless otherwise specified in the Contract, in the event any condition ot 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 1.07 accordance 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 tal lure to make the title 100 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, Hi2 (b) In the event the sale is not closed due to any default or failure on the part ot Buyer, Seller may either (1) retain all deposit(s) 163 paid or agreed to be paid by Buyer as agreed upon liquidated damages, consideration for the execution ot this Contract, and In 164 full settlement of any claims, upon which this Contract will terminate or (2) seek specitic performance, If Seller retains the 166 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 equal,y among the Brokers) up to the full amount of the brokerage fee, 16'1 11, ATTORNEY'S FEES AND COSTS: In any claim or controversy arising out of or relating to this Contract, the prevailing party, lG8 which for purposes of this provision will include Buyer, Seller and Broker, will be awarded reasonable attorneys' fees, costs and If:59 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: (a) Listing Broker: N/A who is::J an agent of :J a transaction broker i::J a nonrepresentative and who Will be compensated by::J Seller::l Buyer .l both parties pursuant to i..l a listing agreement :.J other (specify) 1/?' 17~1' J?,t" 1ft,. 176" 177" 1i8' (b) Cooperating Broker: N/A 179' who is :.J an agent of U a transaction broker ::l a nonrepresentative !dO' and who will be cornpensated by 7:' Buyer '::I Seller ..J both parties pursuant to ::I an MLS or other offer of compensation to a .61' cooperating broker..l other (specify) r82" Id3' 18<1' IIJ5 (collectively referred to as "Broker") in connection with any act relating to the Property, including but not limited to inquines, 136 Introductions, consultations and negotiations resulting in this transaction, Seller and Buyer agree to indemnify and hold Broker 11)7 harmless from and against losses, damages, costs and expenses of any kind, including reasonable attorneys' fees at all levels, and 1'18 from liability to any person, arising from (1) compensation claimed whicll is inconsistent with the representation in this Paragraph, (2) 1i39 enforcement action to collect a brokerage tee pursuant to Paragraph 10, (3) any duty accepted by Broker at the request ot Buyer or 1110 Seller, which duty is beyond the scope of services regulated by Chapter 475, F,S" as amended, or (4) recommendations of or serJices 1f1l provided and expenses incurred by any third party whom Broker refers, recommends or retains for or on behalt at Buyer or Seller, 1112' 13, ASSIGNABILITY; PERSONS BOUND: This Contract may be assigned to a related entity, and otherwise ..J IS not aSSignable 1113' ,/l is assignable, The terms "Buyer," "Seller" and "Broker" may be Singular or plural. ThiS Contract is binding upon Buyer, Seller 1114 and their heirs, personal representatives, successors and assigns (if assignment IS permitted). 1%' Buyer (__J (_.J and Seller 1-_) (_.J acknowledge receipt ot a copy ot this page, which is page 4 of 5 Pages, 14A 196 14, OPTIONAL CLAUSES: 197'..1 Arbitration 198' ..I Section 1031 Exchange '99' ..I Property Inspection and Repair 200' .I Seller Representations (Check If any of the following clauses are applicable and are attached as an addendum to thiS Contract): .I Seller Warranty ':.I Existing Mortgage ':.I Coastal Construction Control Line ,Ji Other Addendum .J Flood Area Hazard Zone Ji Other Exhibit .J Seller Financing d Other Signature Page :!(If 15, MISCELLANEOUS: The terms of thiS Contract constitute the entire agreement between Buyer and Seller, Modifications ot 202 this Contract will not be binding unless in writing, signed and delivered by the party to be bound, Signatures, initials, documents '00 referenced in this Contract. counterparts and written modifications communicated electronically or on paper will be acceptable for 204 all purposes, Including delive'Y, 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, Delive'Y 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 PROPERlY AND TRANSACTION, STATUS OF 212 TITLE, FOREIGN INVESTOR REPORTING REQUIREMENTS, ETC,) AND FOR TAX, PROPERlY CONDITION, ENVIRONMENTAL AND 213 OTHER SPECIAUZED ADVICE, BUYER ACKNOWLEDGES THAT BROKER DOES NOT OCCUPY THE PROPERlY AND THAT ALl 214 REPRESENTATIONS (ORAl, WRITTEN OR OTHERWISE) BY BROKER ARE BASED ON SELLER REPRESENTATIONS OR PUBUC 215 RECORDS UNLESS BROKER INDICATES PERSONAL VERIACATION OF THE REPRESENTATION, BUYER AGREES TO RELY 216 SOLELY ON SELLER, PROFESSIONAL INSPECTORS AND GOVERNMENTAL AGENCIES FOR VERIFICATION OF THE PROPERlY 217 CONDITION, SQUARE FOOTAGE AND FACTS THAT MATERiALlY AFFECT PROPERlY VALUE, -f)- 218' DEPOSIT RECEIPT: DepOSit of $ by '-I by check .I other received on 219' 220 Signature of Escrow Agent 22' OFFER: Buyer offers to purchase the Property on the above terms and conditions, Unless acceptance is signed by Selll'r and a . 222' signed copy delivered to Buyer or Buyer's nt no lat tha ' .;; ..la,m, lI.p,m. on ~ L ' z I'l C!f, Zoo r 223 Buyer may revoke this offer and receive j nd of. eR . " < ,( "L 7,7 ,. r '" I. (^ . (' , , c ,')'1 Ud I 0/ ''- < I.) ( \,. t ..... t l}l l: ,1 /l U . J V Y Tax 10 No:_, 224' Date: BUYER: r ,'Y\ Co L ~ rT A Title: CH A 1-<:"1/\ ,'\.. j Address: Telephone: Facsimile: 225' 226' 22,' Date: BUYER: Tax ID No: 228' 229' Title: Address: Telephone: Facsimile: 230' ACCEPTANCE: Seller accepts Buyer's offer and agrees to sell the Property on the above tem1S and conditions (..I subject to the 231 attached counter offer), 232' Date: L.j /1 ,) /0 I SELLER: ~ c {)cYVt4tdA . Tax iD No: 233' 234' Title: Telephone: Address: 4/,3)09 SE\~~Rp?!J~I' ~~\'~<~0't)<.,- Title",", l)ifC~(~J~:t'':t-:~' r T~e AQ8fees: ('''\.~ ~____ __J~:~ ~ t' f'1\t 'r\.,l-"', L~{' 7 Facsimile: 236' 231' Tax ID No: ~\-Il"K1- .7~>'~''-' r: f\(J- Fa8~' ..;'J: 235' Date: ?O8' Buyer (---..J L-l and Seller (---..J (---..J acknowledge receipt of a copy of this page, which is page 5 of 5 Pages, The Flonda Association of REALlORS makes no representation as fa the legal validity or adequacy of any provision of this form in any specifiC transaction, ThiS standardized form should not be used In complex tr~n&lCtions or With extenSive nders Of additIons, ThiS form IS avaIlable for use by the entire real estate industry and IS not Intended to IdentIfy the user as a R6AI.:l'QA, .RIiIIl.,TQf! IS a registered, collective membership mark which may be used only by rea! estate licensees who are members of the NATIONAl ASSOCIATION or. REALroRS,ana who subscribe to its Code of EthICS, The copyright laws of the United States (1 7 U.S. Code~ (C;II biq Ihe unauthorized reproduction of this form by any means including facsimile or computerized forms. CC-2 @ 1997 Florida Associatlono(QEALTORS@ All Rights Reserved ATTEST: . . < < OWl J E" BROe (C~ERK. \ r u,ct 6-faWI 'k:-.- Depu~~t u. t,Q Chi \'nUll , A;IP' ve,1 "" 10 '0;''11 P, I~gal sufficiency .\ ..leL. /~ L&..,."~_ /,r:')~');,":\HV (5'- EXHIBIT "A" 14A PARCEL A: TAX ID #77510240008 Lots 5 through 11, inclusive, of TRIANGLE LAKE, according to the map or plat thereof recorded in Plat Book 4, Page 38, ofthe Public Records of Collier County, Florida, LESS AND EXCEPTING THEREFROM that portion thereof previously conveyed to the State of Road Department ofthe State of Florida by deed of conveyance recorded in Deed Book 16, Pagesl63andl64, 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 00033' 46" East, 245.26 feet to the northerly existing right of way line of State Road 90 (U.S. 41) (per Section 03010-2116) for a POINT OF BEGINNING; thence along said southerly extension and west line North 000 33' 46" West, 24.82 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 000 47' 18.3", an arc length of 158.65 feet, the chord for which bears South 530 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 370 59' II" 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 000 42' 45.9", an arc length of 143.17 feet, the chord for which bears North 53051' 48" West to the end of said curve and the POINT OF BEGINNING. PARCEL B: TAX ID #00388440007 A lot or parcel of land in the East half of the Northwest quarter of the Northwest quarter, lying North of the Tamiami Trail, of Section 11 in Township 50 South, Range 25 East, Collier County, Florda, 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 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 minutes 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 from Northwesterly to Southwesterly and run 338.2 feet to the said Northeasterly right of way line of the said Tarniami Trail; thene in a Southeasterly direction run "AI" .. . 'W'... .. 98.29 feet along said Northeasterly right of way line to the POINT OF BEGINNING. The above described property contains 0.73 acres more or less. 14A AND LESS AND EXCEPT That portion of the Northwest 1/4 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 00033' 46" East, 307.41 feet to the survey base of State Road 90 (U.S. 41) and to the beginning ofa 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 010 15' 59.2", an arc length of253.29 feet, the chord for which bears South 530 24' 08" East to the end of said curve; thence North 370 13' 52" East, 50.00 feet to the northerly existing right of way line of said State Road 90 (U.S. 41) (per section 03010-2116) for a POINT OF BEGINNING; thence North 370 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 000 29' 17.3", an arc length of98.22 feet, the chord for which bears South 520 31 '25" East to the end of said curve; thence South 370 59' 11" West, 20.00 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 00029'20.3", an arc length of 98.22 feet, the chord for which bears North 520 31' 28" West to the end of said curve and the POINT OF BEGINNING. Containing 1,964 square feet. PARCEL C: Cl: TAX ID #00388480009 A lot or parcel of land in the East half of the Northwest quarter of the Northwest quarter, lying North of the 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 known 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 113030' 10" from Northeasterly to Northwesterly and run 107.18 feet thence deflect 660 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 or less. "A2" C2: TAX ID #77510200006 AND, Lot 4, TRIANGLE LAKE SUBDIVISION as platted and recorded in the Public Records of Collier County, Florida, in Plat Book 4, Page 38. 14A PARCELS Cl and C2 LESS AND EXCEPT: 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 00033' 46" East, 307.41 feet to the survey base line of State Road 90 (D. S. 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 000 31' 43", an arc length of 105.72 feet, the chord for which bears South 530 46' 16" East to the end of said curve, thence North 360 29' 35" East, 50.00 feet to the intersection ofthe southerly extension of the west line of said Lot 4 and the northerly existing right of way line of said State Road 90 (U.S. 41) (per Section 03010-2116) for a POINT OF BEGINNING; thence along said southerly extension and said west line North 37059' 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 000 44' 11.6", an arc length of 148.21 feet, the chord for which bears South 530 08' 09" East to the end of said curve; thence South 370 59' II" West, 20.00 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 000 44' 16.2", an arc length of 148.21 feet, the chord for which bears North 530 08' 16" West to the end of said curve and the POINT OF BEGINNING. PARCEL D: TAX ID #77510280000 (Lots 12 & 13), #77510320009 (Lots 14 & 15) and #77510360001 (Lots 16, 17 & 18) Lots 12, 13, 14, 15, 16, 17 & 18, TRIANGLE LAKE SUBDIVISION, as platted and recorded in Plat Book 4, Page 38,Public Records of Collier County, Florida. "A3" 14A ADDENDUM TO SALES COMMERCIAL CONTRACT By and between The eollier County Community Redevelopment Agency ("Buyer") and Corradi Cooper Street, Inc., a Florida Corpontion and CC&E Investments, LLC., a Florida Limited Liability Compmy ("Seller"). Physical address: 1936 Davis Boulevard, 1965 Tamiami Trail East, 1933 Tamiami Trail East. 2068 Davis Boulevard, 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 shall perform an environmental Phase II within the Due Diligence Period provided for in this Agreement. 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 t make any corrections. The Seller agrees to remove the gas tanks and pumps from the former gas station located at 2068 Davis Boulevard prior to closing and provide the Buyer a satisfactory "Environmental Tank Closure Certificate" on or before the due diligence period. The Buyer shall pay the Seller at time of closing the sum of $19,000.00 (Nineteen Thousand Dollars) for reimbursement of removal of the gas tanks and pumps from the former gas station located at 2068 Davis Boulevard. Any additional expenses incurred as a result of removal of said tanks including but not limited to shoring, discovered contamination removal and sledge removal shall be paid for by the Seller. 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. I 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 building 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. The Seller is aware of and understands that the "offer to purchase" represented by this contract is contingent on the Buyer acquiring a line of credit sufficient to incur the debt through a bank loan and acceptance and approval of the purchase of the properties by the Collier County Community Redevelopment Agency Board. 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 July 1, 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 July 1, 2009, whereupon the parties hereto shall be relieved of any obligations or liabilities hereunder, and any escrow deposits shall be returned to Buyer. In the event the Buyer does not notify Sellers that it is exercising its' option to cancel this contract on or before July 2, 2009, Buyer shall be deemed to have waived such right of cancellation. The Buyer will deposit the sum of $87,000 by 5:00 p.m., July 3, 2009 to be held in escrow and dispersed pursuant to the terms of this contract with a closing agent designated by the Buyer. 14A 2 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 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, Citgo Gas Station and Bob Taylor Chevrolet Collision Center. This transaction will be closed in Collier, County Florida, on or before July 28, 2009. In the event of a conflict between this addendum and the contract hereby amended the terms of this addendum shall prevail. 14A 3 14A EXHIBIT "A" Property ID #77510240008 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 comer 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, 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 and 7751020006 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 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 4 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. 14A 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 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 # 77510360001 Lots 16, 17 and 18, Triangle Lake, as per map or plat thereof recorded in Plat Book 4, Page 38 Public Records of Collier County, Florida. Folio ID #0038840007 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 ofthe 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), 5 14A 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 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 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 'l4 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 1D # 77510280000 and 77510320009 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. 6 14A Witness Page for Commercial emtract Between The eollier County Commurity Redevelopment Asmey ("Buyer") and eOITadi Cooper Street, Inc., a Florida Corporation and eC&E Investments, LLe., a Florida Limited Liabilty eompany ("Seller"). Property site address: 1936 Davis Boulevard, 1965 Tamiami Trail East, 1933 Tamiami Trail East, 2068 Davis Boulevard. 1991 Tamiami Trail East. 2054 Davis Boulevard and 2000 Davis Boulevard beingfurther 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: Apel I :1) \ dtcB AS TO PURCHASER: DATED:~tLq laC) ATTEST': P)NI 'If.t;~E. BROCK, Clerk ..". . " ,/'>. . ... .&k1k .: , ,.,,' IlJe l'llt.u Clark .'JI"~Wt-t.~ p-.~.. .... ';:' 0It,. ~"AS TO'SELLER: DATED: Q/h If d<6/ ;;)c09 WITNESSES: COLLIER COUNTY COMMUNITY REDEVELOPM NT AG NCY BY: JIM (Signature) ':Mvl I) 1,. (Printed Name) Corradi Cooper Street, Inc., a Florida Corpor~~n /) BY: '-11(/~ K .l ~~. HI c.. .-\-'t\€L Ii, ~ OI01Z.AD~ (Printed Name~ . Its: OW l'./eR. r OY6~'\\"'b 1'-1611.. r\ (Silt. t ~" ,/ .,1 / N j 1,,~ ! /L/ Signature)~, ./ - J. L_I J / /o/) r ...J6L1 r{~ () n (Printed Name) Item # ~:da _9 ~~ 7 CC&E Investments, LLC, a Florida Limited Liability Company BY ?Jtt~ /( () ~. ~\{.,lMeL k- L,o,ZilAD: (Printed Name) . Its: OWN'E.\'- oven.ft(uJb M6il. r -- ( ignature) U~ I D L., ,1 (Printed Name) . i i i'l\l ",.j/\.,/ , , ,.~ -. . t I '" ./ U ei i . Asnton-Cicko Assistant County Attorney 14A 8