FIRST AMENDMENT TO DEVELOPMENT AGREEMENT - WATERS EDGE DEVELOPMENTFIRST AMENDM�NT TO
DEV�LOPMENT AGR��MENT
(Waters rdge Development)
This I'irst Amendment to Developrnent Agreement ("Amendment") is made as of
this �� day of ���eh _, 20I 1, by and between the COMMUNITY
REDEVELQPMENT AGLNCY OI' THL-" CITY OF CLEARWA`I'ER, FLORIDA, a public bady
corporate and politic of the State oi' Florida created pursuant to Pat•t III, Chapter 163, Florida
Statutes ("Agency"), az�d WATER'S EDGE RCAL LS"fATE ACQUISITION, L.P., a Delaware
limit�d partnership ("Develaper").
WITN�SSLTH:
WH�RE�S, the Agency and Developer's predecessor in interest, OPUS S4UTH
UEVELOPM�NT, L.L.C., entered into a Uevelopment �1�reemeni dated December 19, 2006, as
evidenced by that certain "Memorandum of Devclopment Agreement" dated December 22,
2006, and recorded in Ofiicial Record I3ook 15557, I'a�e 1062 of the Public Reco�•ds of Pinellas
County, Florida, to develop certain parcels located at the southwest corner of the interseciion of
Clcveland Street and Osceola Avenue, Clearwater, Florida, and legally described as set forth in
Exhibit A, for a development known as the Waters Edge project ("Waters �dge I'roject" or
"Project") as more specifically described and defined herein, in the community redeveIopnnent
area of the City; and
WH�R�AS, subsequent thereto, OPUS SOUTH DEVELOPM�NT, L.L.C. and its
related entitics, assigned their �•ights under the Development Agreement to Water's Fdge
Clearwaier, LLC, a Delaware limited liability company, which subsequently assigned its rights
under the Development Agreement to Developer pui•suant to the Assignmei�t and Assumption
Agreement recorded August 5, 2010 in Official Record Book 1b993, Page 1845 of the Public
Reeords of Pinellas County, Florida; and
WH�It�AS, the Development A�;reement contained certairz assurances and incentives ta
ensu�•e the success of the Project, including provisions for annual reimbursement of impact fees
paid and annual reimbursement of a portion of the casts of sidewalk and site improvemezlts,
which reimbursements are to be paid fi•om a portion of the ad valorem taxes far the Project; and
WHEIZEAS, the Agency paid said annual reimbursements to Deveioper for the last two
years, ("2009/10 Annual Reimbursement I'aymenY' and "2010/11 AnnuaI Reimbursetnent
I'aym.ea�t", respectively); however, th� calculation method utilized by the Agency for the 2009/10
�Annual Reirnburscment Payznent differed fi•oin the calculatian rriethod utilized by thc A�ency for
the 2010/1 I Annual Reimbursement Payment; and
WH�REAS,
was fihe calculation
Payment; and
it is Developer's position that the proper and intended calculation method
method utiIized by #he Agcncy for the 2009/10 �1.nnual Reimbursement
WH�REAS, it is the parties desire to amend the Development ,�lgreement to reflect the
intended calculation method as utilized by the A�ency foa• the 2009/10 Annual Reimbursement
I'ayment; and
WH�REAS, at a duly called public meeting on Du-• L3, 2011, the Agency approved
this First Amendment and authorized and directed its execution by the appropriate officials of the
Agency;
VVHEREAS, the �nembers (as that terms is defined in the operating a�;reement of the
Developer) of Developer have approved this Amendment and has authorized and directed certain
individuals to execute this Amendment on behalf oi' Developer; and
NOW, TIIEREFOR�, in consideration of the mutual promises and covenants contained
herein, the parties hereby agree as follows:
Section 1. That the Developnlent Agreement, AR'I�ICLr l., DEFINITIONS, Section
1.01(1 b) "Ueveloper", is hereby deleted and replaced in its entirety to read as foliows:
ARTICLT+11. DCFINITIONS.
"(16} "Developer" means Watcr's Edge Real �state Acquisition, L.P., a Delaware
limited pai�tnership, and any successors and assigns of Water's �dge Real Estate
Acquisition, L.P., including any entity, partnership, joint venture, or other person in
which Water's Edge Real Estate Acquisition, L.P. is a general partner or principal, but
not includin�; any entity, pai�tnership, joint venture, or otl�er person in which Water's
�dge Real Estate Acquisifion, L.P. is a�eneral partner or principal which is not
undertakiilg or paiticipatin�; in any development of the Wate�•s Edge Project, or any part
thercof. Developer is the assign and successor in fee simple title to the Property fi•om
Opus South Developm.ent, L.L.C. and its related entities, and Water's Edge Clearwater
LLC, a Delaware limited liability company, and its related entities. Opus South
Uevelopment, L.L.C., a Deiaware limited liability company, was the "Developet•" at the
time the Development Agreement was originally entered into and performed certain
obli�ations of the Developer thereunder."
Sectinz�.2. That the Developtnent A�reement, ARTICL� 6., RElM�3URSEMENTS BY
AG�NCY, is hei•eby deleted and replaced in its entirety to read as follows:
2
ARTICL� G. REIMBURSCMENTS I3Y AG�NCY.
"6A1. Reinnbursement of Innpact Fees. Followin� execution and recordaiio�i
of the Completion Ccrtificate and upon verification of payment of the Project's Annual
�1d Valo�•en� 1'axes {as said tern� is Iate�� defined herein), the Agency shall reimburse the
Developer in a total amount not to excecd $535,000 for Impact Fees paid by the
Developer for the Project in accordance with Section 6,03 hereof.
b.42 Reimbursement of Sidewalk and Site im�provcments. Pollowing
execution and recordation of the Completion Certif cate and upon verification of payment
of the Project's An.nual Ad Valorem 'I`axes (as said teim is later defined herein), the
Agency shall reia»burse the Ueveioper in accoz•dance with Section 6.03 hereof, iy� a total
amount not to exceed $500,000 for Sidewalk and Site Improvements constructed by the
Ucveloper as provided in the Sidewalk and Site Improvements Plan attached hereto as
�xhibit D, and as part of the Project.
6.03 Reimbursetnent Itequirements and Process. Upon execution and
recordation of the Completion Ceriificate, the Developer shall providc the A�ency with
documentation verifyin� both the annount and payment of impact �ees for the Project by
the Developer and the Developer's expenditures for the Sidcwalk and Site Irnprovements.
Within thi�-ty (30} days after t•eceipt of such dacumentation, the Agency shall
acicnowledge in writing to the Developer the amount of: a) the I�npact Fees to be
reimbursed ta the Developer {as set forth in the submitted documcntation, but not to
exceed $535,000.00, as provided in Section 6.01 hereo�; and b) the cost of the Sidewaik
and Site Improvements constructed by the Developer to be reimbursed to the Developer
(as set forth in the submitted documentation, not to exceed $500,000.00, as provided in
Section 6.02 hereo fl. The total amount of Iinpact Fees and the construction costs for the
Sidewalk and Street Improvements to be reimbursed by the Agency to the Developer
{subject to the fore�oin�; monetary limitations and as confiz•cned in writing by the A�;ency
after documentation thereof by the Developer} is hereinaftei• referred to as the "Total
Reimbursement Due Developer".
The Total IZeimbursement Due Developer shall be znade by the Agency to the
Developer, after the issuance of the Cei�tificate oi Completion, in accordance with the
following:
a} Within sixty (b0) days after the annual ad valox•em tax payment deadline,
D�veloper shall provide appropriate docuinentation to th� A�ency verifying the
total amount of annual ad valorem taxes paid by any person o�� entity for any and
all folio or parcel identification numbers assi�;ned to the I'roject (the "Project's
Annual Ad Valo�•em Taxes"}, a�id the Agency shall pay Developer the lesser of
the amount necessary to satisfy the Total Reimbursement Due Uevelope�•, oz• fifty
percent (50%) of the increment of the Froject's Annual Ad Valoren� Taxes that
are paid to the City of Clearwater and/or the Agency that year (the "50% of the
City of Clearwater's and Agency's Tax Increznent" or the "Annual
Reimbursement"); and
b) If the first Annual Reimbursemcnt (i.e., 50% of the City of Cleaxwater's
and Agency's i'ax Increment) is not sufficicnt to satisfy the Total Reimbursement
Uue Developet•, then the Annual Reimbux•sement shall be continued in accordance
with Section 6.03(a) above for up to threc (3) additional years (for a maximum
total of four (4) years aftcr recordation of the Certificate of Completzon) until the
Agency has paid to the Developer the Total Reimbursem�nt Due Developer
hereunder; and
c) Notwithstanding any provisian herein to the eontrary, it is understood and
a�reed that: i} the total amount paid by the Agency to the Developex• pursuant to
the ter�ns hereof shall not exceed the Total Reirnbursement Due Developez•; and
b) the A�ency sha11 only be required to make payments to the Developer in
accordanee wilh #his Section 6.03 for a maximum of %ur (4) years after
recordafion of the Certificate of Complction."
Section 3. T(zat the Development A�;reement, ARTICLL i l,, MISCELLANEOUS, Section
11.03, Notices, is hereby deleted and z•eplaced in its entirety to read as follows:
Al2TICL� 11. MISC�LLAN�OUS.
"11.03. Notices.
(a) All notices, demands, requests for approvals or other communications given by
eithe�• party to another shall be in writing, and shall be sent by registered or certified mail,
posta�e prepaid, return c•eceipt requested or by overnight courier service, or by hand
delivery to the offic� for each party indicated below and addressed as follows:
"1"o the Developer: Water's Edge Real �state Acquisition, L.P.
c/o Concierge Asset Manageznent, LLC
9400 North Central Expressway, Suitc 404
Dallas, 'I'exas 75231
Attention: Theodore M. Ke�•r, Jr.
with copies to: Concierge Asset Managerrt�nt, LLC
6919 Poi�twest Drivc, Suite 160
Houston, Tcxas 77027
Attention: Todd Haines
4
Uaktree Capital Manageznent, I,I.,C
1301 Avenue of the Amerieas, 34`�' Ii loor
New York, New Y�rk I0019
Attention: Philip Hoffmann
Stingray Asset Management, LLC
15462 Gulf Blvd. #802
Madeira Beach, FL. 33708
Attention: Grant Wood
T-iill, Ward & Hendex•son, I'.A.
Bank of Ainei•ica Plaza, Suite 3700
101 East Kennedy Boulevard
Tampa, I'L 33602
Attn: R. Jan�es Robbins, Jr., Esq.
'I'o th� A�;ency: Community Redevelopment Agency of the City of Clearwater
112 S. Osceola Avenue
Clearwater, FL 33756
Attention: Rod Irwin
witll capies tc>: City of Clcarwater
i 12 S. Osceola Avenue
Cleaxwater, FL 33756
Atiention: City Attorncy
(b) Notices given by courier service or by hand delivery shall be effective
upon delivex•y and notices given by �ail shall be effective on the third (3rd) business day
after mailing. Refusal by any person to accept delivery of any notice delivered to the
office at the address indicated above (or as it may be changed) shall be deemed to have
been an effective deiivery as provided in this Section 11.03, The addresses to which
notices are to be sent may be changed froam time to time by written notice delive�•ed to the
other parties and such notices shall be effective upon receipt. Until notice of change of
address is received as to any particular party hereto, all other parties may rely upon the
last address �iven."
Section 4. Memo�•andum of First Annendment to Developnnent A�reement. SimuItaneous
with execulion of this Amendment by the pa�lies, the Agency and the Developer agree to execute
the short form "Memorandum of Pirst Amendment to Development A�reement", the form of
which is attached hereto as F,xhibit B, and a�ree, authorizc and hereby direct such Memorandum
5
to be reco;•ded in thc public records of Pinellas County, Florida, as soon as possible after
execution thereoP. The Agency shall pay the cost of such recording.
Section 5. All Other Terms of Develo�ment A�rcement Remain in Effect. �1i1 terms and
provisions of the Development Agreement not modified, chan�ed or amended hereby shall
remain in full force and effect.
Section 6. �ffective Dale and Additional 2010/11 Reimbursement Pavment. Following
execution of this Amendment (and such Lxhibit contemplated to be exeeuted simultaneously
with this Amendment} by the authorizcd of�cers of the A�ency and by authorized
representatives of� the Developer following approval hereof by the Agency and the Developer,
this Ainendment (and any executed Exhibits) shall be in full force and effect in accordance with
its tcrms and upon the recording of the Memorandum of Pi�•st ,Amendment to Development
Agree�nent as contemplated herein ("Effective Uate"). Upon the Effective Date, the 2010/I 1
Reimbursement I'ayment shal] be re-calculated utilizin� the calculation mcthod set forth herein,
and the Agency shall pay Developer the additional reimbursement amount owed ("Additional
2010/1 I Reimbursement I'ayment").
[SIGNATURL I'AGLS FOLLOW]
IN WITN�SS WHEREOF, tlie parties hereto have set their hands and their respective
seals affixed as of this � day of �v (yrr��.�i , 20I 1.
Ap roved a to form:
Pamela K. Akin, City Attorney
STATE O� FLORIDA
COUNTY OI� PIN�LLAS
CUMMUNITY 1tEllEVELOPM�NT AGENCY
OF TH� CITY OF CL�ARWAT�R, FLORIllA
By: � �� ,
, Chaiiperson
\``�aa�niri
A1"I'EST: .��,. OPME
By: .��,�Yt�� �L- (%a��. ��`'S3,v:'�' p�A7E ~`
_�-r�; c�,�
� Rosem�rie Call, City =�rk
�
�5�'%� cJ� i
FL���P.
The foregoin 7 instrumcnt was acknowled�ed before me this -ZO day of ,
2011, by �/wx.E. Chai�•person of the COMMUNITY REDI:VrLOPM�NT
AG�NCY OT TH� CITY OF CLEARWAT�12, a pubiic body corporate and politic of the
State of Florida, on behalf of the Ag�ncy. 1-ie is personally known to me or has produced a
valid driver's license as idcntifcation.
(SEAL)
^ �
P;•inted/Typed Name: I ,� • �hn �
Notary Public-Statc of Florida
Commission Number:
�- _
DIA►N� E MANNI
'%r�Y�*� Iu�Y COMMI��IQN # DD952018
r � �XPIF2�S March 06, 2014
•.,' „ ',,
(407) 398-0153 FbrideNotary8ervice.com
7
Signed, sealed and dclivered
in the presence of:
5���, 6 ` �v�.,��--
I'rint Name: �. �,�,�G„ o� �u.11;u�c,r�
—�-.��..`�-.t��'
Print Name: �_�
STATE Oli ll.ew \i�,�
COUNTY OF ' �,,, ,�/r �
WATEIt'S EDGE R�AL ESTAT�
ACQUISITION L.P.
I3y: Wa r's Edge GI' LLC, a
(�el�vare I�i�ed �iability eompany,
��.
Title: A
Uate: � 2
(S��IL)
{—muryY�
Si�natory
The foregoin�; instrument was acknowled�;cd before me this �i�r day of ��.�,n,►,.�r >
2011, by p1,�,� H�mann , � �,�n�v� of WAT�R'S EDGr REAL ESTAT�
ACQUISITION, L.P., a D�laware litnited partnership, on behalf of the Iimited partnership. He
is personally known to me oz• has produced a valid drivez•'s license as identification.
(SEAL)°
/�, � , . o y� ��
I' nted/Typed Name: �w 1 "
.� ,
f �=�' -� %
Nota�•y Public-State of � , �; '
Commission Nuznber: U� ��-> � z`� �`� ��
�VY LOUIE
Notary Pubiir. - State ot New York
No.01L0624gg1�
G�ua'�fied +r Ne�N york County
"�,4v C_�r, miss�or�� �,xpire� gep±. 26, 2015
E
;
�.;�.
FXHIBIT A --
EXIIIBIT B --
LIST OF EXHIBITS
Le�;al Description
Me���orandum of rirst Amendment to Develo�ment Agreeinent
EXHIBIT A
Legal llescripiion
Parcel 6
Con�mence at the Northeast cainer of Block A, John IZ. Dav�y Subdivision, as recorded in Plat
Book 1, Page 87 of the Publ'ac Records of I-Iilisborou�;h County, F'lorida, of which I'inellas
Couz�ty was formerly a pairt, and proceed S O1°22'45" E, alon� the �astez•ly line of said Block A,
43.12 feet to t13e I'oint of Ile�;innin�;:
I'rom said Point of Iieginning proceed N 90°00'00" W, 354.40 feet; said tine being the South
right-of-way line of Cleveland Street; thence S 00°00'00" E, 174,82 feet; thence N 90°00'00" �,
23.61 feet; thcnce S O1 °22'45" �, Sb.00 feet; thence N 90°00'00" �, 335.00 feet; thence N
O1 °22'45" W, 230.88 feet; said line bein� the West right-of-way line of Osceola �venue to the
Point of Beginning.
`I'H� FURLGOTNG PROPERTY IS AI�SO DESCRIB�D AS:
Water's Ed�e, a Condominium, recorded in Offieial Records I3ook 16335, Page 11, of the Public
12ecords of 1'inellas County, �lorida.
10
� K
KEN BURKE, CLERK OF COURT
PINELLAS COUNTY FLORIDA
INST# 2011344127 12/29/2011 at 04:36 PM
OFF REC BK: 17447 PG: 1818-1820
DocType:AGM RECORDING: S27•00
CXHIl3IT I3
Memorandunn of Firsf Amendment to llevclopment Agreement
(Waters Ed�e]
This Memorandum of I'irst Amendment to Developi��ent Agreement ("Memorandu�n") is
made this a.l day of I�.�.t��►2011, by and between the COMMUNITY RED�VELOPMENI'
AG�NCY OF TI-1� CITY Ol� C�,LARWATER, FI,ORIDA, a public body corporate and politic of
the State of Floz•ida (the "Agency"), whose address is 1 l2 S. Osceola Avenue, Clearwater, rL 33756,
and WATER'S LDGE R�AL ESTAT� ACQUISITION, L.P., a Delaware limited partnership {the
"Developer"), whose address is c/o Concierge Asset Mana�cment, LLC, 9400 North Central
I:'sxpressway, Suite 404, Datlas, TX. 75231.
This Memorandum pertains to a Fiist Amendment to Development Agreement (Waters
Edge Development) by and between the Agency and the Developer, dated as of
j�<cewt �tv al , 2011 (the "First Amendment to Development AgreemenY'), which
provides, among other things, for certain reimbursement payments as mo�•e speci�cally provided
in tl�.e l� irst Amendment to Development �lgreement.
'Thc First Amendment to Development Agreenient is incorporated herein and made a part
hereof by re%rence as fully as th�ugh it were set ibi�th herei�� i�i its entirety, lt is the intcntion of
thc parties to hereby ratify, approve and confirm the First Amendment to Development
Agreennent as a matter of public notice and record. Nothinb herein shall in any way affect a�•
modiiy the First Amendment to Development Agreement, nor shall the provisions of this
Memoi•anduin be used ta interpret the First Amendment to Developnlent Agreement. In the
evcnt of conflict between the terms of this document and those contained in the First
Amendment to Development Agreement, the te�•ms in the First �lmendment to Developznent
Ag�•een�ent shall control.
A copy of the fully-executed I'irst Amendment to Deveio�ment Agreement is on file with
thc. City Clerk, City of Clearwater, Florida, located at City I-Iall, ] 12 S. Osceola Avenue,
Clearwatei•, I'lorida, which is available for review and copying by the public.
[SIGNATUiZE PAGES FOLL�W]
11
IN WITNLSS WH�R�ON, the parties hereto have sct their hands and theiz respectivc
seals affixed as of the ..2/ day of � , 2011.
A proved as to form:
amela K. Akii3, City Attorney
STAT� OF %LORIDA
COUNTY OF PINELLI�.S
COMMUNITY R�D�VELOPM�NT AGENCY
OF THE CITY OF CLEARWATER, FLORIllA
By: � �
, Chairperson
ATTEST;
By: �.h(�CG2 �c-- L � �
Ro�emarie Gall,_Cit
,�nui
MEn
U`! Y' :�
✓�/�� I
�N"�, P �
► � �QP\� `����
Thc fore�;oing igstrument was acknowIedged hefore me this av day of
2011, by ��ANrc 1�ir3gi��airperson of the COMMUNITY R�DEVELOPM�NT
AGENCY OF TH� CITY OF CLEARWAT�R, a public body corporate and politic of the
State of Florida, on behalf of the Agency. He is personally k;iown to me or has produced a
valid driver's license as identification.
(SEAL)
� �� �'n,`'�
Printed/`t yped Name: l ���e G'iI
Notary Public-Statc of Florida
Commission Number:
:�`•"'"'•`�;_ D�ARw� � MANNI
=y�,' . ��` GqMrtNP��lON # DD952018
�'�bR�?�`p F_XPIR�� Ib�areh 06, 2014
(407) 398-0153 FlcndaidolaryServiCe.com
�G
Signed, sealed and delivered
in the p�•esence of:
WATF.R'S �DGE REAL ESTATE
ACQUISITION L.P.
13y: Wate 's �dge GP, L C,
Del are I'rmited I' bi[ity company,
� i Gc al P.art�iner
S�"a `� li� ��� c,_,., 8�,; � � ��
Print �, ame: �� '�v �h Nam :
�_L 'I'itle: Authori ed Signatory
Date: i2/q/,�
Print Name: �„T� (.,,;:��
{SEAL)
S'I'n'I'E OF p� �,�,.�F,-,�
CUiJNTY UF � v�, u
T'he fore�;oinb instrument was acknowled�ed before me this �i� day of �«m�rPr , 2411,
by p• ,,,� , �w.,-�,, of WAT�R'S EllG� REAL �STAT�
ACQUI ITION, L.1'., a Dclaware limited pai•tnership, on behalf of the limited pattnership. , He
is pei•sonally known to me or has produced a valid dz•ive�•'s license as identification.
,.� #(S�AL); " . ;
, '�;'
, �.r .
���n� � ti. u� �
nr�ted/Typed Name: �s,H s�;, � a � °�" '� -
Notar 7'ublic-State of T � C`�'
y �1.�,,, v,r K r-3 ,> � r,, :
Commission Nwnber: v � �-i� 4n � ( � % '. ,r, �4�� .�
. �i,;
. ..� �,. .,'
IVY LOUIE
Notary Public - State of Ne�,� Yr_-�;.
No.01L06248911
Qualified in New York Cour±.
My Commission Expire� c�n�, 2E. ;� .
13