ESTOPPEL CERTIFICATE REGARDING MEDITERRANEAN VILLAGE LLC
ESTOPPEL CERTIFICATE
October 25,2002
SouthTrust Bank
201 East Kennedy Boulevard
18th Floor
Tampa, Florida 33602
Attention: Eric Treichel, Vice President
RE: Community Redevelopment Agency of the City of Clearwater (the "Agency'')-
Agreement for Development and Disposition of Property (the "Development
Agreement'') dated March 4, 2002 between the Agency and The Balk Company,
as the same has been assigned to and assumed by Mediterranean Village, 1.1. c.,
a Florida limited liability company ("Developer''), and that certain Interlocal
Agreement (the "lnterlocal Agreement'') dated March 7, 2002 between the
Agency and the City of Clearwater, Florida (the "City'')
The undersigned, Ralph Stone, as Executive Director of the Agency, after being duly
sworn before me under oath, hereby swears, affirms and certifies to SouthTrust Bank (the
"Lender") under penalties of perjury, as follows:
1. The undersigned is the Executive Director of the Agency, and has personal
knowledge of the matters set forth herein.
2. The Development Agreement, a true and correct copy of which is attached hereto
as Exhibit "A" and by this reference made a part hereof, is in full force and effect as of the date
hereof. The Development Agreement has not been amended, modified or supplemented in any
way except for the assignment thereof by The Balk Company to Mediterranean Village, L.L.C.,
which has been consented to by the Agency and the First Amendment to the Escrow and License
Agreement. Further, Developer has requested and has been granted certain extensions in time
due to Unavoidable Delay as provided in the Development Agreement. The Development
Agreement, together with the foregoing amendments or modifications, if any, represents the
entire agreement between the Agency and the Developer relating to the subject matter thereof.
3. Developer and the Agency have each complied with and performed all of their
respective obligations under the Development Agreement required to be complied with or
performed as of this date and have paid all sums required to be paid as of the date of this
Certificate, respectively, by them, if any, pursuant to the terms of the Development Agreement.
4. Neither the Agency nor Developer is in default in any material respect under or
pursuant to the Development Agreement and no condition exists, which with giving of notice or
passage of time or both would constitute a material default under the Development Agreement.
u:\my documents\eestoppel certificate clearwater redevelopment agency02.doc
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SouthTrust Bank
October 25, 2002
Page 2 of4
5. The Interlocal Agreement, a true and correct copy of which is attached hereto as
Exhibit "B" and by this reference made a part hereof, is in full force and effect as of the date
hereof. The Interlocal Agreement has not been amended, modified or supplemented in any way.
6. The City and the Agency have complied with and performed all of their
respective obligations under the Interlocal Agreement required to be complied with or performed
as of this date.
7. Neither the Agency nor the City is in default in any respect under or pursuant to
the Development Agreement and no condition exists, which with giving of notice or passage of
time or both would constitute a default under the Interlocal Agreement.
8. To the best of the undersigned's knowledge and belief, all obligations of the City
which are required to have been performed on or before the date hereof under: (i) that certain
Brownfield Site Rehabilitation Agreement ("B8RA") dated July 12,2001 between the City and
the Florida Department of Environmental Protection; (ii) that certain Interim Source Removal
Plan prepared by URS Corporation dated November 2001, and (iii) that certain Focused Risk
Assessment (Property B) prepared by Hazardous Substance & Waste Management Research,
Inc. for URS Corporation dated November 2001, have been performed, and the City is not in
default of any of its material obligations under the BSRA, nor does any condition exist which
with notice or passage oftime or both would constitute a material default under the BSRA.
9. The Agency acknowledges that Developer has executed or will execute an
assignment (the "Assignment") of the Developer's interest in and to the Development Agreement
to Lender in connection with Lender's financing the construction of certain portions of the
improvements required to be made by Developer under and pursuant to the Development
Agreement and that Lender will rely upon this instrument in extending financing or providing
other financial accommodations to Developer. The Agency further acknowledges and agrees
that Lender has notified that Lender is the Construction Lender for Stage I of the Project (as
such term is defined in the Development Agreement), and as such Lender shall have all of the
rights and privileges of the Construction Lender as to Stage I under the terms of said
Development Agreement.
10. The Agency acknowledges that the repurchase option for the Stage I Property
contained in Section 8.07 of the Development Agreement will terminate as to the Stage I
Property upon commencement of construction as defined in the Development Agreement.
11. The Agency acknowledges and agrees that Lender is and shall be included as an
"Indemnified Party", as that term is defined in Section 10.03 of the Development Agreement.
12. If and when the Agency notifies the Developer and/or the City of a default or claimed
default under the Development Agreement and/or the Interlocal Agreement, respectively, the
Agency shall send a copy of the written notice or a written explanation of any oral notice (the
SouthTrust Bank
October 25, 2002
Page 3 of 4
"Notice") concurrently therewith to Lender at the address state below, by certified or registered
mail, postage prepaid, return receipt requested. Lender shall be permitted (but shall have no
obligation) to remedy any such default or claimed default under the Development Agreement,
and otherwise exercise the rights of the Construction Lender as provided in the Development
Agreement.
Lender's address for the purposes hereof is as follows:
SouthTrust Bank
201 East Kennedy Boulevard
18th Floor
Tampa, Florida 33602
Attention: Residential Construction Lending Department
With a copy to:
SouthTrust Bank
150 2nd Avenue North
Suite 400
Mail Code C-095-DT-415
St. Petersburg, Florida 33701
Attention: Construction Loan Administration
And with a copy to:
Shumaker, Loop & Kendrick, LLP
101 East Kennedy Boulevard
Suite 2800
Tampa, Florida 33602
Attention: William Kent Ihrig, Esquire
13. The Agency agrees not to enter into any agreement with Developer purporting to
change or terminate the Development Agreement without Lender's joinder and prior written
consent. The Agency agrees that any attempted change to or termination of the Development
Agreement made without Lender's joinder and prior written consent shall be void and of no force
or effect.
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SouthTrust Bank
October 25,2002
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14. This instrument shall be binding upon the Agency and the Developer and their
respective successors and assigns and shall inure to the benefit of the successors and assigns of
Lender.
15. The person executing this instrument on behalf of the Agency is authorized to do so.
16. The Agency acknowledges and agrees that Lender may rely and is relying on this
certificate as provided in Section 17.08 of the Development Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Estoppel Certificate as of
the JS't'-IClay of {)(I/tJh(J-v ,2002.
COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF
CLEARWATER, FLORIDA
ArJ;d 11orm:
Pamela K. Akin, City Attorney
By: 1~s, )t?Lr_
Print Na e: alph Stone
Title: Executive Director of the CRA
ATTEST:
?t:$:1J;:;j;j~City Clerk
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me thi~~ay of O~
2002, by faJph ShrlA-~ and ------------------ , as
f~..__.0L:>\l~ DIrectlY and , respectively, of the Community Redevelopment
Agency of the City of Clearwater, Florida, on behalf of said Agency. They are [qpersonally
known to me or [ ] produced as identification.
~ "y& Regina M OeM
{J-.,., My CommissiOn 00139427
'1"',1 Expires April 02, 2004
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