SECOND AMENDMENT TO DEVELOPMENT AGREEMENTSECOND AMENDMENT TO
DEVELOPMENT AGREEMENT
THIS SECOND AMENDMENT TO DEVELOPMENT AGREEMENT is made this Aday
of ^ M6ie%ygy,,(_ _, 1993 (herein, the "Amendment"), by and between the CITY OF
CLEARWATER, FLORIDA, a Florida municipal corporation, having an office at 112
South Osceola Avenue, Clearwater,. Florida. 34616 (the "City"), the CLEARWATER
REDEVELOPMENT AGENCY, now known as the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY
OF CLEARWATER (the "Agency"), and ATRIUM AT CLEARWATER, LIMITED, A FLORIDA
LIMITED PARTNERSHIP ("Atrium"), whose address is in care of Walter J. Mackey,
Jr., 1601 Forum Place, Suite 805, West Palm Beach, Florida 33401, successor in
title and interest to J.K. Financial-Clearwater Square, Inc., a Florida
corporation ("J.K. Financial"), after diverse conveyances.
WHEREAS, the parties or their predecessors in title and interest have
entered into a Development Agreement dated July 14, 1983, recorded in official
Records Book 5868, Page 1530, of the Public Records of Pinellas County, Florida,
as modified by Amendment to Development Agreement dated July 25, 1984, recorded
in official Records Book 5868, Page 1543, of the Public Records of Pinellas
County, Florida, relating to certain property described therein (the "Property"),
which agreement, as modified, is incorporated herein by reference and referred
to as the "Development Agreement"; and
WHEREAS, the parties desire to acknowledge that certain provisions of the
Development Agreement continue in full force and effect, and that certain other
provisions have been fully satisfied, and desire to clarify the rights and
obligations of the parties with respect to those provisions of the Development
Agreement which continue in full force and effect, as set forth herein;
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable considerations, the receipt of which is hereby acknowledged, the parties
hereto agree as follows:
1. The following provisions of the Development Agreement continue in
full force and effect (unless expressly indicated otherwise, a reference to a
paragraph in the Development Agreement includes all subparagraphs):
Paragraph: Relating to:
1 The recitals ("whereas" clauses), except to the extent that
the statements of ownership of certain parcels of property are
no longer current.
2 Definitions, except to the extent that the interests of the
original parties and the estimated number of spaces in the
parking garage are no longer current.
3 Statement relating to compliance with Section 163.380(3),
Florida Statutes, relating to disposition of community
redevelopment property.
10 Conditions precedent to closing, to the extent that such
conditions require or may require a zoning and land use plan
designation for the Property to permit an office building and
parking facility; service to the Property by city sewer,
water, drainage, and other utility services in compliance with
the rules and regulations of the city for such service; and
the granting of an easement above Park Street for the
pedestrian walkway over Park Street; all of which aforesaid
conditions have been and are acknowledged by the City as
having been satisfied. `_=_=_ e=e_
11 Obligations of J.K. Financial and assigns that the Property
shall not be sold without the consent of the Agency or the
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City; that the Property shall not be exempt from ad valorem
taxes, shall be subject to ad valorem taxes as provided by
law, and shall not be sold or transferred to any organization
which at the time of the conveyance is exempt from the payment
of ad valorem taxes except the City or the Agency, and that a
restriction to such effect shall be placed on the deed and
recorded in the Public Records of Pinellas County and shall be
deemed a restriction on the sale or transfer of the land or
any interest therein or the improvements thereon which may be
enforced by suit for specific performance or by any other
legal remedy available to the city or to the Agency.
12 warranties and representations of the City and Agency.
14' Parking facility, to the extent that the paragraph provides
for access to the air rights by an easement of necessity over
the remaining portion of the parking garage property.
15 Governmental cooperation.
18 Remedies.
19 Miscellaneous, except that the names and addresses of the
parties have changed for the purpose of giving notice, and
alternatives to payment of the purchase price by J.K Financial
in Subparagraph 19.10, added by the first Amendment to the
Agreement, have been satisfied.
2. The following executory provisions of the Development Agreement have
been performed or are otherwise fully satisfied (unless expressly indicated
otherwise, a reference to a paragraph in the Development Agreement includes all
subparagraphs):
4 Purchase price and sale of Agency property to J.K. Financial.
5 Purchase of "Jannelli Parcel."
6 Purchase of "Parcel A," a portion of the former railroad right
-of-way north of Park Street.
7 Title insurance.
8 Surveys.
9 Closing.
10 conditions precedent to closing except as described in
Paragraph 1 of this Amendment.
11 Obligations of J.K. Financial to submit plans, specifications,
site plan, and community impact statement before closing; and
to pay its proportionate share of required fees for the
issuance of a building permit for the construction of the
office building and parking facilities, and to commence
construction within 90 days thereafter.
13 Prorations.
14 Parking facility, except as described in Paragraph 1 of this
Amendment.
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16 Development Action Grants.
17 Appraisals.
19 Miscellaneous, to the extent that the alternatives to payment
of the purchase price by J.K Financial in Subparagraph 19.10,
added by the first Amendment to the Agreement, have been
satisfied.
3. The parties acknowledge that title to the Property is derived from J.K.
Financial through intervening parties including but not limited to Maria Real
Estate, Inc., to the City of Clearwater, Florida, as successor in title and
interest to Maria Real Estate, Inc. The CITY and the AGENCY consented to and
acknowledged the assignment and assumption of the rights and obligations under
the.Development Agreement to Maria Real Estate, Inc., but not to other grantees
including Mack Clearwater Limited Partnership and the City of Clearwater. The
CITY and the AGENCY acknowledge that the rights and obligations under the
Development Agreement which continue to be executory remain in full force and
effect; that the conveyance to the City did not constitute a breach of the
Development Agreement, which expressly authorizes sales or transfers to the CITY
or the AGENCY; and that the conveyance to the city did not constitute a merger
in the CITY of the Development Agreement and rights and obligations thereunder.
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IN WITNESS WHEREOF, the parties hereto have set their hands and seals
day of November, 1993.
wfXesses:
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Print name
Attest:
Jacqual ne DeGroy, Secretary
Attest:
CITY Or CLEARWATER, FLORI
By.
Michael J. Wright
City Manager
At a :
Cynt 'a E. Goudeau, City Clerk
Approved a" o form and correctness:
M. A. Gal raft , J . City Attorney
CLEARWATER REDEVELOPMENT AGENCY,
now known as
COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF CLEARWATER
By:
Arthur X. Deegan, II
Chairperson
By:
Peter J. Gozza
Executive Director
ATRIUM AT CLEARWATER, LIMITED,
A FLORIDA LIMITED PARTNERSHIP
BY: ATRIUM AT CLE WATER, INCORPORATED,
A ;,IDA COR. RATION, GENERAL PARTNER
By:
Walter T. Krumdt; President
Secretary
STATE OF FLORIDA
COUNTY OF PINELLAS
Sworn to and subscribed before me this cRgah day of Nov 61NEQN8 , Rita
Garvey, the Mayor-Commissioner of the City of Clearwater, k` 15* ipal
corporation, who is personally known to me 1 .•tf4`??• , ced
as identification.
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COUNTY OF PINELLAS ) ,
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Sworn to and subscribed before me this ,I,
day of November, 1993, Michael
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J. Wright, the City Manager of the City of Clearwater, a Flor municipal
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corporation, who is personally ,
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known to me or \\
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as identification.
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STATE OF FLORIDA ) /i? ?`•••••,..•'? ???
COUNTY OF PINELLAS
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Sworn to an subscribed before me this Q?f day of November, 1993, Cynthia
E. Goudeau, the City Clerk of the City of Clearwater, a Florida municipal
corporation, who is personally known to AW11114has produced
n Ll as identificat` G0T 8Z' ,Iii
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STATE OF FLORIDA
COUNTY OF PINELLAS
Sworn to and subscribed before me this day of November, 1993, Arthur
X. Deegan II, Chairperson of the Community Redevelopment Agency of the City of
Clearwater, who is personally known to me or has produced
as identification.
Print Type Name:
Notary Public
STATE OF FLORIDA
COUNTY OF PINELLAS
Sworn to and subscribed before me this day of November, 1993, Peter
J. Gozza, Executive Director of the Community Redevelopment Agency of the City
of Clearwater, who is personally known to me or has produced
as identification.
Print/Type Name:
Notary Public
STATE OF FLORIDA
COUNTY OF PINELLAS
Sworn to and subscribed before me this day of November, 1993,
Jacqualine DeGroy, Secretary of the Community Redevelopment Agency of the City
of Clearwater, who is personally known to me and did not take an oath..
Print/Type Name:
Notary Public
6
STATE OF FLORIDA
COUNTY OF PINELLAS
Sworn to and subscribed before me this ?qC41 day of November, 1993, 1993,
by WALTER T. KRUMM and , President and Secretary of
ATRIUM AT CLEARWATER, INCORPORATED, A FLORIDA CORPORATION, on behalf of the
torpor tion. They are personally known to /m or have produced
?11?k ? l'?iK -Q as identif ation.
Not" P?ab is
My Commission Expires: ,
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