DRAFT

Last Revised June 11 2021-NS

PUBLICPARKINGGARAGEAGREEMENT

This Public Parking Garage Agreement (the "Agreenient") is made and entered into this
day of June, 2021, by and between Gulfshore Playhouse, Inc., a Florida not for profit
corporation, whose mailing address is 1010 5thAvenue South, Naples, FL 34102 (known as the
"Gulfshore Playhouse"), Downtown Naples, LLC, a Florida limited liability company, whose
mailing address is 9220 Bonita BeachRoad, Suite200, Bonita Springs, FL 34135 (known as the
"DowntownNaples LLC", and together with Gulfshore Playhouse collectively referred to as the
"Landowners"), the City of Naples Community Redevelopment Agency, a dependent special
district created by the City ofNaples whose address is 735 Eighth Street South, Naples, Florida
34102 (known as the "CRA") and the City of Naples, a municipal corporation of the State of
Florida, whoseaddress is 735 Eighth Street South, Naples, Florida 34102 (known as the "City"),
with all aboveparties collectively referredto asthe "Parties."

RECITALS

WHEREAS,GulfshorePlayhouseownstwo parcels ofland approximately3 acresin size

located near the southwest comer of 1st Avenue South and Goodlette-Fraiik Road in the City of
Naples, with plans to create a cultural campus, inclusive of a main theater, a black-box or cabaret
style theater, rehearsal and educationalspaceon one ofits propertiesy; and

WHEREAS,theremainingGulfshorePlayhouseparcel containsapproximately 1.04 acres

of land (the "Gulfshore Tract") and is needed for patrons ofits cultu-al campus to park; and

WHEREAS,DowntownNaples, LLC owns approximately 1.26 acres ofland adjacentto

the Gulfshore Tract on 1st Avenue South (known as the "Wynn Parent Tract").

WHEREAS, the Gulfshore Tract and the Wynn Parent Tract are depicted and legally
described on Exhibit A, and are collectively referred to as the "Land."

WHEREAS,theGulfshoreTractandtheWynnParentTract arebothlocatedinthe CRA's

redevelopment area; and

WHEREAS, the need to develop a public parking garage in the redevelopment area was
identifiedin the 2014 Redevelopment Plan of the D DowntownZoning District and was the top
rankedproject following two special CRA TownHall meetings in Febmary2018; and

WHEREAS,a D DowntownGarage Site and Project EvaluationReport presented to the

CRAinMay2019andsupplementedin Sqitember23, 2019withinformationregardingalternative
sites for a public parkinggarageandanticipatedparkingneeds;

WHEREAS,the Parties detenninedit was in the best interest to collaboratively plan and
worktowardsfacilitatingconstructionofa publicparkinggarageontheGulfshorePlayhouseTract

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and the Wynn Parent Tracts, which resulted in the City approving a Memorandum of
Understandingwiththe Landowners;and

WHEREAS, thereafter the CRA held a public hearing on June 10, 2021, pursuant to a
notice publishedin the Naples DailyNews, on the 4th day ofJune, 2021 recommended approval
oftheAgreement to theNaples City Council; and

WHEREAS,theNaples City Councilheld a publichearingon June 16, 2021,pursuantto

a noticepublishedin theNaplesDailyNews,on the 9th dayofJune,2021.

WHEREAS,during both public hearings, comments from the public were received and
considered, and the Naples City Council having considered such comments and the
recommendations of the CRA, adopted Resolution No. 2021-_, approving and authorizing the
]V[ayor to sign this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and promises herein

contained,theparties agreeas follows:

1. Replat. Landowners shall file a petition sub'ect to review and a roval b the Cit
Council as re uired b the Code of Ordinances and a licable Florida law with the City to re-
plat the GulfshorePlayhouseTract andthe WynnParentTract to create a two-lot subdivision(the
"Replat") approximately 2. 28 acres in size. Lot 1 of the Replat shall be referred to as the "Wynn
District Parcel" andis approximately .90 acres in size. Lot 2 ofthe Replat shall be referred to as
the "Parking Garage Parcel" and is approximately 1.38 acres in size. Lots 1 and 2 are legally
described and shown on Exhibit B.

2. Rezonin . The Landownersshall file a petition sub'ect to review and a roval b the
Cit Council as re uiredb the Code of Ordinances and Florida law to amend Ordinance 20210-
14638 14522, the Naples Square Planned Development zoning, to include the W nn Parent Tract
in the Na les S uare Planned Develo ment. The rezonin will rovide ermitted and conditional
uses for the W District arcel develo ment standards for the W nn District arcel amend the
District Boundaries sketch for the Na les S uare Planned Develo ment to include the new land
andreflect the ro osedre latoftheGulfshorePla house Tract andthe W nn ParentTract amend
the list of ennitted and conditional uses in the Public Service District to rovide for a ublic
arkin ara e and to amend the develo ment standards of the Public Service District to rovide
a maximum hei ht of 50 feet for a ublic arkin ara e. Lots 1 and 2 for the construction of a
publicparkinggaragewitha maximumheightof50feet,includingequipmentandembellishments.

3. Land Transfer. The Landowners shall convey fee simple ownership of Lots 1 and 2 to
the City as provided in Paragraph 7. In exchange, the City shall allocate parking spaces in the
proposed parking garage to Landowners as provided in Paragraphs 4 and 5, which will satisfy
parking requirements for development of their remaining respective parcels.

4. Gulfshore Pla houseParkin Allocation. The 1.38 acreParkingGarageParcel contains

approximately 1.04 acres ofland to be conveyed to the City by Gulfshore Playhouse and valued
at $3,400, 000. 00 pursuant to that certain Appraisal provided to the City dated January 6, 2021,
performed by Carroll & Carroll Real Estate Appraisers & Consultants. In exchange for this
contribution:

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a. Gulfshore Playhouse will receive 1) an allocation of 430-123 parking spaces

(unless otherwise agreed to by the City) on the Parking Garage Parcel for the benefit ofthe
Playhouse Parcel; and 2) an allocation of 12 spaces on the Parking Garage Parcel for the
benefit of the holder of the Parking Easement encumbering the Gulfshore Tract, dated
November 19, 2004, and recorded at O.R. Book 3695, Page 1383, as amended at O.R.
Book 5442, Page 1807, of the Public Records of Collier County, for a total Parking
Allocation of4^3-135 spaces.

b. Gulfshore Playhouse and the City have agreed to use $20, 000 as the price for
valuation of a parking space as provided in Section 58-920 of the City ofNaples Code of
Ordinances and have calculated the value of 132 135 parking spaces to be
$2,6^10,0002 700 000.

c. Allocation of parking spaces as provided herein is not a conveyance of an

ownership interest in the public parking garage. No allocated parking spaces in the garage
will be reserved for any user or party, and all parking spaces on the Parking Garage Parcel
shallbe opento the public at all times on a first come first servedbasis.

d. Notwithstanding Section 58-920(a) of the City Code of Ordinances and the

develo ment standards contained in the Na les S uare Planned Develo ment as created
m^Ordinance20210-14638 asma be amended GulfshorePlayhouse,Inc. mayutilizethe
Parking Garage Parcel for 100% of parking requirements attributed to the Playhouse
Parcel, as requiredby the City CodeofOrdinances.

e. In exchange for any remaining value in said 1.04 acres of land which is not
receiving an allocation for parking per subparagraph a. above, Gulfshore Playhouse will
receive pennission to utilize the upper deck ofthe public parking garage for valet parking
during performances, as follows: (the "Valet Rights"):

1. The valet parking shall be operated by Gulfshore Playhouse, Inc. at its expense.
Gulfshore Playhouse may charge a reasonable fee to recoup the expenses associated with
the valet operation, with the understanding that Gulfshore Playhouse may not profit from
the valet operation. Insurance and other conditions shall be required by the City.

2. Valet style parking on the top floor will result in additional capacity above the
striped number of spaces, subject to load requirements for the stmcture and/or City Fire
Marshall restrictions.

3. During the times valet parking is offered, it shall not be restricted to Playhouse
pata-onsandshallbe availableto anyuser.

4. The valet operation may commence up to three hours prior to the scheduled start
ofanyperformance.

f. During design ofthe public parking garage, the Parties will work collaboratively to
determine whether it is feasible for the public parking garage to include a "Scenery /
Production Shop" within the east side of the public parking garage stmcture, to be leased
to Gulfshore Playhouse by the City, however the City will have the sole authority to

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determine if the "Scenery/Production Shop" will be constmcted. If deemed feasible,

subjectto City approval ofthe final location and design,the SceneryandProductionShop
maybe 1) upto 2 storiesinheight;2) a maximumof5,000squarefeet; 3) deliveredin shell
condition as part of the public parking garagewith all buildout and tenant improvements
beingthe sole expenseofGulfshore Playhouse;and4) no signageshall be installed on the
exteriorofthe garagewithouttheexpresswritten approval ofthe City andall si na e must
be in corn liance with the Na les S uare Planned Develo ment in TOrdinance 20210-
14638 as it ma be amended.

g. Thepublicparkinggaragedesignwill include alternative designswith andwithout

the Scenery / Production Shop, which provide such information as the City requires,
including the impact of the Scenery / Production Shop on the total number of parking
spacesin thepublicparkinggarage,andtheresulting economicimpactsto theCity. Ifthe
Scenery / Production Shop is deemed feasible and leased to the Gulfshore Playhouse, the
lease will contain a commercially reasonablemarket rate and lease provisions for similar
commercial space in the redevelopment area, unless othenvise detennined by the CRA,
including,withoutlimitationthat insurancemustbemaintainedby GulfshorePlayhouseat
all times in accordancewith City requirements, andthat if Gulfshore Playhouseceasesto
use the premises for the contemplated purpose, the lease will terminate and the City will
be freeto leasethe spaceto anotherparty or useit for its ownpurposes.

5. DowntownNa les LLCParcelParkin Allocation. TheParkingGarageParcelcontains

approximately 14,810 square feet ofland contributedby DowntownNaples, LLCfrom the Wynn
Parent Tract, valued at $1, 318, 090. 00 pursuant to that certain Appraisal dated January 6, 2021,
performed by Carroll & Carroll Real Estate Appraisers & Consultants. In exchange for this
contribution. DowntownNaples, LLC will receive, for the benefit ofthe Wynn District Parcel, a
Parking Allocation of 65 parking spaces on the Garage Parcel.

a. Downtown Naples, LLC and the City have agreed to use $20,000 as the price for
valuation of a parking space as provided in Section 58-920 of the City of Naples Code of
Ordinances and have calculated the value of 65 parking spaces to be $1, 300, 000. Allocation of
parking spaces as provided herein is not a conveyance of an ownership interest in the public
parking garage. No allocated parking spaces in the garagewill be reserved for any user or party,
and all parking spaces on the Parking GarageParcel shall be open to the public at all times on a
first come first served basis.

b. Notwithstanding Section 58.920 of the Code of Ordinances, DowntownNaples, LLC

hasan optionto purchasefrom the City, solely for thebenefit oftheWynnDistrictParcel,-25
additionalparkingspacesontheParkingGarageParcelat $20,000perspace,or suchotheramount
to be determined by the CRA, for a period of five years from the Closing Date referenced in
Paragraph7(c) and subject to applicable City Ordinances. The o tion to urchase the additional
25 arkin s aces is authorizedb a roval of Ordinance 20210-14638 and not an ht created b
this A eement.

c. Parking spaces on the Parking GarageParcel which are allocated to the Wynn District
Parcel, may not be transferred to any other parcel. Such parking spaces shall only remain allocated

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to the Wynn District Parcel, except that the allotment may be returned to the City ofNaples for
the original per spacevalueusedunderthis Agreement.

6. Public Use of the Parkin Gara e & Parkin Gara e Parcel. The ParkingGarageParcel
will be developed to contain a minimum of 360- parking spaces in the Parking Garage, as
determinedby the CRA andNaplesCity Council, andto include 15 public surfaceparkingspaces
within a portion of the driveway along the western boundary of the Parking Garage Parcel, as
depictedonthe concephialsiteplanattachedhereto as ExhibitC. All spacesin thepublicparking
garageandon theParkingGarageParcelwill beopento thepublic at all times on a first come first
served basis. Public parking shall not be restricted by Gulfshore Playhouse, Inc., Downtown
Naples, LLC, or any private property owner, except as necessary to exercise the Valet Rights in
Paragraph4(e). TheCitymayimposereasonablerestrictionsuponuseofthepublicparkinggarage
as deemednecessaryby the City from time to time, includingbut not limited to reasonabletime
restoictions, parkingduringdeclared emergencies, andmaintenanceneeds.

7. Conve ance of the Gara e Parcel. Landowners agree to convey the Parking Garage
Parcel to City by statutory warranty deed, conveying good andmarketable title, free and clear of
all liens, security instruments, encumbrances, restrictions, improvements, personal property, and
rights of third parties, except the Permitted Exceptions, definedbelow Section 201.01 Florida
Statutes exem ts cities from the a ent of document stam taxes. The City shall not
contribute to payment of any closing fees or costs. Landowners will a for Documenta Stain
Tax and other closin costs customaril aid b the seller of ro ert in Collier Count . The Cit
will a for Title Insurance and closin costs aid b the bu er of ro ert in Collier Count .

a. Ri t to Ins ect. Within 10 daysofthe dateofthisAgreement, Landownerswill provide

City with copies of all consultant reports, title policies, surveys, and environmental studies in
Landowners' possession which are related to the Parking Garage Parcel. Prior to Closing, City and
City's agents and contractors will be entitled to enter upon the Parking Garage Parcel at all
reasonable times for the purpose of conducting tests and making site inspections and
investigations. In doing so, however, City agrees not to interfere with Gulfshore Playhouse's
stagingactivities during consfructionon the PlayhouseParcel.

b. Title & Surve . City will take title to the Land subject only to matters of plat, existing
zoning and government regulations, oil, gas and mineral rights of record if there is no right of
entry, current taxes, and encumbrances that Landowners will discharge at or before Closing and
any matters ofrecord or visible upon the inspection of the Land and not objected to as provided
below. City shall obtain a title commitment from a title agent selected by City withinthirty (30)
days ofthe date that the Replat is recorded. Further, Landownerswill provide City a copy ofthe
boundarysurvey preparedby Landownersin connectionwith thereplat, whichwill be certifiedto
City, and show all schedule B-2 exceptions listed on City's title commitment. Within forty-five
(45) daysafterthe Replat is recorded, City will notify Landownersin writing ofanyobjections in
title revealedby the title commitment or survey whichwould, in City's reasonabledetermination,
prevent use ofthe ParkingGarageParcel for purposes ofconstmcting a publicparkinggaragefor
use by the general public, consistent withthe terms and conditions ofthis Agreement ("Title and
Survey Objections"). Landownerswill make diligent, good faith efforts to remove saidTitle and
Survey Objections prior to Closing, at Landowners' expense. If, after diligent good faith efforts,
Landownerscannot remove the Title and Survey Objections prior to Closing and provide notice

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to the City in writing ofthe same, then the parties may agree to extend the Closing in order to grant
Landowners' additional time necessary to remove or resolve the defects, the City may elect to
accept the title as it then is and proceed to Closing, or the City may elect to terminate this
Agreementby writtennotice to Landowners.

c. Closin Date. Subject to the Replat, rezoning and all Contingencies on Performance in
Paragraph 8, the Closing ofthe conveyance to City ofthe Parking Garage Parcel (the "Closing"),
will occur within 30 days ofGulfshore Playhouse completing its staging activities for construction
on the Playhouse Parcel, or the_ day of , 20_, whichever occurs first (the "Closing").
The Closing shall occur in the office of City's selected title agent, or at such other place as the
parties shall agree. Closing may occur "by mail."

d. Failure to Close- Defaults Prior to Closin . Except as provided in this Agreement, if any
of the conditions or Contingencies on Perfonnance set forth in Paragraph 8 are not satisfied or
waivedby City, or Landownersfail to consummatethe Closing for anyreasonotherthana breach
by City, or Landowners default in any other obligation hereunder prior to Closing; then City may,
at its option and after providing 30 days' notice and opportunity to cure, terminate this Agreement
by written notice, and all obligations of the parties hereto imposed by this Agreement shall then
cease and be released and no longer of any force and effect, except as otherwise specifically
provided herein. If City fails to consummate the Closing for any reason other than a breach by
Landowners, or should City default in any other obligation hereunder prior to Closing; then
Landowners may, at their option and after providing 30 days' notice and opportunity to cure,
tenninate this Agreement by written notice, and all obligations of the parties hereto imposed by
this Agreement shall then cease and be released and no longer of any force and effect, except as
otherwise specifically provided herein. Should a Landowner exercise this termination right after
the Closing Date has occurred, City shall promptly convey the Parking Garage Parcel back to
Landowners, at no cost to Landownersto the extent ermitted b Florida.T

8. Contin encies on Perfonnance. The performance of the parties' obligations under this
Agreement, including the Closing, are contingent on the following:

a. R lat and Rezonin . The Replat and rezoning are completed, at the Landowners own
risk and expense, in accordance with all City subdivision and zoning regulations, and provisions
herein.

b. Release of Restrictive Covenants. Gulfshore Playhouse has caused the Parking Garage
Parcelto bereleasedfrom, or providedall necessarydocumentation, in recordableform to release
the Parking Garage Parcel at Closing, from the following restrictions and encumbrances, provided
however, Gulfshore Playhouse will ensure that access to the Parking Garage Parcel over Tract "A"
(12th Street) is maintained:

1. Declaration of Unified Control, Easements, Covenants and Restrictions for

Naples Square, recorded at OR Book 5447, Page 3770, Public Records ofCollier County, Florida,
which provides in Section 1. 31 of said Declaration that". .. in the event the Parking Garage Tract
is or will be conveyed to the City, the Declarant andthe Owners will use commercially reasonable
efforts to withdraw the Parking Garage Tract from the Property subject to this Declaration."

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2. Reciprocal Easement and ParkingAgreement recorded at OR Book 5447, Page

3890, Public Records ofCollier County, Florida, whichrequires Gulfshore Playhouse to constmct
a structured parking garage with a minimum of 200 parking spaces to accommodate Gulfshore
Playhouse'sintendeduses. InlieuofreleasingofthisreciprocaleasementfromtheParkingGarage
Parcel, Landowners may cause an amendment to be recorded in the Public Records of Collier
County providing that a Parking Garage constmcted in accordance with this Agreement fully
satisfiestheparkingrequirements ofsaidreciprocal easement.

3. Repurchase Option Agreement dated November 10, 2017, as described in that

certain Memorandumrecorded at OR Book 5447, Page3885, Public Records of Collier County,
Florida.

4. Cost-Sharing & Easement Agreement in OR Book 5164, Pg. 2077 between

Naples SquareResidentialPOA andWSRNaples SquareCommercial, LLC.

5. Any other restrictive covenants restricting use or requiring cost sharingplaced

upon the ParkingGarageParcelby the developer oftheNaples Squareproject or encumbranceto
marketable title.

6. At or prior to Closing, Gulfshore Playhouse will provide City, at Gulfshore

Playhouse's expense, inspection reports and survey documents which confinn, to City's
reasonable satisfaction, that all staging activities are complete, and that Landis free and clear of
any encroachments, improvements, hazardous substances, refuse, constmction or demolition
materials, and personal property. If any of the conditions or Contingencies on Performance
contained in this Agreement are not satisfiedprior to Closing, the City may either (i) extend the
ClosingDateto grantthe Landownersadditionaltime to satisfy suchcondition(s) or contingency,
(ii) waive such condition(s) or contingency and proceed to Closing, or (iii) terminate this
Agreement.

c. Gulfshore Pla house commitswi}! make reasonable efforts to be in construction of its

cultural cam us inclusive of a main theater a black-box or cabaret s Ie theater rehearsal and
educational s ace on its ad'acent ro ert no later than October 1 2021 or as
otherwise a eed to b the arties in writin .. These facilities shall be in substantiall the same
form and desi n as rovided and re resented to the Cit and CRA and sub'ect to an and all
a licable cit and state develo ment reviews and re uirements.

9. Consta-uctionofthePublicParkin Gara e. The City will usegoodfaitheffortsto design

andconstructthepublicparkinggaragecomplimentaryto thestructuresplannedforthePlayhouse
Parcel, the Wynn District Parcel, andthe neighboringNaples Squaredevelopment. The City will
involve Landowners in the design process and allow Landowners to provide input on the design
of the public parking garage throughout said process. The City reserves the sole authority to
approve the final design of the public parking garage, by the City or the CRA. The parties will
work together to create a schedule for the design of the public parking garage, and on the
commencement and completion of construction of the public parking garage and the Gulfshore
Playhousetheater. The designwill includebicycleparking, andpublicdrop offandpickup areas,
and other transportation elements deemed necessary by the CRA or the City. Additionally, the
public parking garage shall be designed so that future electric vehicle charging capability

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throughout the public parking garage is accommodated. Final approval of the design and
construction drawings and plans is at the discretion of the City and the CRA. The City will make
reasonable efforts for the construction of the public parking garage to commence on or before
October 1. 2022 and be completed by August 1, 2023. provided Gulfshore Pla) house completes
all construction staging activities on the Parkine. Garage Parcel and transfers title to the City bv
July 1. 2022 and. that Downtown Naples. LLC has demolished existing buildings prior to July 1.
2022.

10. Use of Wynn District Parcel for Staging. Downtown Naples, LLC hereby grants to
City, at no cost or expense to City, a temporary access and construction license over, under,
through and across the Wynn District Parcel for purposes of access, staging, storage of materials
and all other uses reasonably necessary in connection with City's construction of the public
parking garage, including the use, parking, and storage of construction equipment, and the
placement of dirt and other related materials while such construction is in progress (the "Staging
License").

a. The rights granted by the Staging License include, without limitation, the right of City,
but not the obligation, to trim and remove roots, trees, shrubs, bushes, plants, fences and other
obstructions as may be reasonably necessary or convenient (in City's reasonable discretion) for
City to complete the public parking garage.

b. Any damage to Downtown Naples, LLC's property as the result of any construction
activity shall be restored by City to substantially the same condition in which it existed
immediately prior to said construction and staging, and City will remove any equipment, materials,
refuse, and rubbish from the Wynn District Parcel upon completion of the Parking Garage. City
will not permit any lien or encumbrance to attach to the Wynn District Property as a result of the
staging, and will be solely responsible for discharging or transferring any such lien or encumbrance
to a bond within thirty (30) days after same is recorded.

c. Prior to entering on to the Wynn District Parcel, City shall deliver to Downtown Naples,
LLC evidence of insurance for comprehensive public liability and property damage, insuring City
with respect to its staging activities on the Wynn District Parcel, naming D0v1ntovm Naples, LLC
as-an additional insured. Such insurance shall have policy limits of not less than ....--­ $
$1.000,000 and shall remain in effect until such time as City has completed its use of the Staging
License.

d. Downtown Naples, LLC, its successors and/or assigns, agree not to build, construct or
create, nor permit others to build or construct, any improvements or create or grant any easement,
right of way or other possessory use right or interest that may interfere with the Grantee's use of
this Staging License during construction of the Parking Garage.

11. Land Use. Provided that the Replat and rezoning are completed, the City has
determined that the uses, densities, intensities, heights, performance standards and development
proposed and permitted under this Agreement for the Parking Garage Parcel are consistent with
the Naples Comprehensive Plan and Land Development Code including but not limited J_o
Ordinance 2021-14638. The failure of this Agreement to address a particular permit, condition,
term, or restriction shall not relieve Landowners of the necessity of complying with the law

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governingsaidpennittingrequirement, condition,term, orrestriction. The City's lawsandpolicies

governing development of the Land at the time of approval of this Agreement shall govern the
development ofthe Land for the duration ofthis Agreement unless otherwise amended b written
a eementofthe arties-

12. Miscellaneous. Neither party may assign its rights and obligations under this
Agreement, except as expresslypermitted underthis Agreement or upontheprior written consent
of the other Parties, which such consent shall not be unreasonably withheld, conditioned or
delayed.

a. This Agreement contains the entire agreement between the City and Landownersas to
the subject matter hereof, there are no other prior or contemporaneous terms, conditions, promises,
undertakings, statements, or representations, express or implied, by or betweenthe parties which
are not incorporated herein, and this Agreement may be modified or cancelled only by an
agreementin writing executedby theparties, their successors, or assigns. In the eventthereis any
conflict between this Agreement and that certain Memorandum of Understanding approved by
City Resolution2021-14598,this Agreement shall control.

b. Wheneverpossible,eachprovisionofthisAgreementshallbeinterpretedin suchmanner
as to be effective and valid, but in the event any such provision should be held invalid or
unenforceable,the remainingprovisionshereofshall not be affectedthereby, unlesstheprovision
has the effect of altering in a substantial way, the economics, function or design of the
development.

c. In any litigation arising out ofthis Agreement, eachparty shall bear its own attorney's
fees.

d. Landownersrepresent and warrantto the City, now and as ofthe date of Closing, that
the execution, delivery, and performance of this Agreement by Landowners will not violate any
law, or the terms of any agreement by which they are bound. Landownershave the power and
authorityto enter into this Agreement, andto perform the transactions set forthherein, andall the
documents have been duly authorized, executed, and delivered and the transactions contemplated
hereinhavebeenduly authorized.

e. This Agreement constitutes a valid and legally binding obligation of Landowners,

entered into after independent investigation by them of the information containedherein, and is
enforceable in accordance with its terms. Execution and delivery of this Agreement,
consummation of the Closing described herein, and compliance with the terms of this Agreement
will not conflict with, or constitute a default under, any agreement to which Landowners are a
party or by the Parking Garage Parcel is bound, or violate any regulation, law, court order,
judgment, or decree applicable to Landowners or the Parking Garage Parcel.

f. Landowners have no knowledge regarding any existing, pending or threatened lawsuits

or appealsofprior lawsuitsaffectingthe ParkingGarageParcel or Landowners;existing,pending
or threatened condemnation proceedings affecting the Garage Parcel; or existing, pending or
threatened zoning, building or other moratoria, down zoning petitions, proceedings, restrictive

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allocations or similar matters that would affect construction of a public parking garage on the
Parking Garage Parcel.

g. WhilethisAgreementis in effect, Landownersshallnot conveyor encumberanyinterest

in the ParkingGarageParcel, or permit or authorizeany suchconveyanceor encumbrance,unless
each such conveyance or encumbrance, as the case may be (i) is expressly subject, subordinate,
and inferior in all respects to the City's rights under this Agreement; or (ii) can be cured by
Landowner's at Closing by the payment ofmoney.

h. Landowners have no knowledge of any adverse fact relating to the physical condition of
the ParkingGarageParcelfor constructionpurposesthat is not readilyobservableor hasnot been
specifiically disclosed in writing to City, including without limitation landfills, muck, buried
garbage or horticulture, hazardous wastes or materials, sink holes, fault lines, other geological
conditions, or adverse soil conditions.

i. To Landowners'knowledge,no commitments, otherthanthosespecificallystatedherein,

have been made to any governmental authority, school board, or any other organization, group or
individual relating to the Land whichwould impose an obligationupon City or its successors or
assigns to make any contributions or dedications of money, allocation of parking rights or
easements,rights ofuse, or land, or to construct, install or maintainanyimprovements ofa public
or private nature on or off the Parking Garage Parcel.

j. If any of the rqiresentations or warranties contained herein are untrue or incorrect,

Landowners shall at all times before Closing use good faith best efforts to take such necessary
action to make such representations or warranties true and correct. Landowners' shall indemnify,
defend and hold City, its successors and assigns harmless from and against all fines, penalties,
liabilities, claims, suits, actions, damages, losses, costs and expenses including, without limitation,
attorney's fees, costs and expenses including, without limitation, actual and consequential
damagesdirectly or indirectly and in whole or in part arisingout ofor attributable to a breachof
such representations and warranties. The terms of this indemnity shall survive Closing and
completion or tennination of this Agreement for the Transfer of Land. In the event that City
becomesawareprior to Closingthat any ofLandowners'representations or warrantiesset forth in
this Agreement are not true, and in the event that Landowners' are unable to render any such
representation or warranty tme and correct as ofthe Closing date, City may, in addition to its other
remedies, either: (i) terminate this Agreement by written notice thereof to Landowners, or (ii)
proceed to closing on the Parking Garage Parcel and continuing with the performance of this
Agreementfor theTransfero^afidnotwithstandingthefailureofsuchrepresentationorwarranty,
in which event the Closing shall not be deemed a waiver by City of the failure of such
representationorwarrantyandCitymayrecoverfrom Landownersanydamagessustainedby City.

k. The City represents and warrants to Landowners that the execution, delivery, and
performance of this Agreement by the City will not violate any law, or the terms of any City
ordinances.The City hasthepowerand authorityto enterinto thisAgreement, andto perform the
transactions set forth herein, and all the documents have been duly authorized, executed, and
delivered and the transactions contemplated herein have been duly authorized. This Agreement
constitutes a valid and legally binding obligation of the City, entered into after independent

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investigation by it of the information contained herein, and is enforceable in accordance with its
tenns.

1. The "Whereas" clauses included in this A eement are inco orated b reference as if
stated in their entiret herein.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESSWHEREOF,thepartieshavehereunto settheirhandsandsealsthis
day of , 2021.

Signed,sealedanddelivered Gulfshore Playhouse, Inc.,

in presence of: a Floridaprofit corporation

By:

Signed, sealed and delivered DowntownNaples, LLC,

in presence of: a Florida limited liability company

By:

Name:

Title:

ATTEST- CITY OF NAPLES, FLORIDA

By: By:
PatriciaL. Rambosk, City Clerk Tereasa Heitmann, Mayor

APPROVEDAS TO FORMAND
LEGAL SUFFICIENCY:

Nancy Stuparich, City Attorney

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ATTEST: CITY OF NAPLES COMMUNITY

REDEVELOPMENT AGENCY

By: By:
Patricia L. Rambosk, City Clerk Raymond Christman, Chainnan

APPROVEDAS TO FORMAND
LEGAL SUFFICIENCY:

Nancy Stup ch. City Attorney

^ h

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STATE OF FLORIDA )
) SS
COUNTY OF COLLIER )

I HEREBYCERTIFYthat on this day before me, an officer duly authorizedin the State
aforesaid and in the County aforesaid, to take acknowledgments personally appeared
, as President of Gulfshore Playhouse, Inc., a Florida corporation, who
produced as identification or who is personally
knownto me andwho executedthe foregoinginstrument and (s)he acknowledgedbeforeme that
(s)he executed the same and an oath was not administered.

WITNfESSmy hand and Official Seal in the County and State last aforesaid this
day of , 2021.

(SEAL) NOTARYPUBLIC

Name:

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STATE OF FLORIDA )
) SS
COUNTS OF COLLIER )

I HEREBYCERTIFYthat on this day before me, an officer duly authorizedin the State
aforesaid and in the County aforesaid, to take acknowledgments personally appeared
as of Downtown Naples, LLC, a
Florida limited liability company, who produced
asidentification or who is personally known to me andwho executed the foregoing instrument and
(s)he acknowledgedbeforeme that (s)he executedthe same andan oathwasnot administered.

WITNESSmy hand and Official Seal in the County and State last aforesaidthis
day of , 2021

(SEAL) NOTARY PUBLIC

Name:

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STATE OF FLORIDA )
) SS
COUNTY OF COLLIER )

I HEREBYCERTIFYthat on this day before me, an officer duly authorizedin the State
aforesaid and in the County aforesaid, to take acknowledgments personally appeared
Mayor ofthe City ofNaples, a municipal corporation ofthe State
ofFlorida,whoproduced asidentificationor who is
personally known to me and who executed the foregoing instmment and (s)he acknowledged
beforeme that (s)he executedthe same andan oathwasnot administered.

WITNESSmy hand and Official Seal in the County and State last aforesaidthis
day of , 2021.

(SEAL) NOTARY PUBLIC

Name:

STATE OF FLORIDA }
} SS
COUNTY OF COLLIER }

I HEREBY CERTIFY that on this da before me an officer dul authorized in the State
aforesaid and in the Count aforesaid to take acknowled ents ersonall a eared
ChainnanoftheNa les Communit Redevelo mentA enc a
d endent s ecial district created b the Cit of Na les who reduced
as identification or who is ersonall known to me
and who executed the fore oin instmment and s he acknowled ed before me that s he executed
the same and an oath was not administered.

WITNESS m hand and Official Seal in the Count and State last aforesaid this
da of 2021.

(SEAL) NOTARY PUBLIC

Name:

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