12/13/2011COMMUNITY REDEVELOPMENT AGENCY AGENDA Location: Council Chambers -City Hall Date: 12/13/2011-8:30 AM 1. Call to Order 2. Approval of Minutes 2.1 Approve the minutes of the October 31,
2011 CRA Meeting as submitted in written summation by the City Clerk. Attachments 3. CRA Items 3.1 Approve an amendment to the Development Agreement between the Community Redevelopment
Agency and Water's Edge Real Estate Acquisition, LP, successor in interest to Opus South Development, LLC and authorize the appropriate officials to execute same. Attachments 4. Adjourn
Community Redevelopment Agency Agenda Council Chambers -City Hall Meeting Date:12/13/2011 SUBJECT /RECOMMENDATION: Approve the minutes of the October 31, 2011 CRA Meeting as submitted
in written summation by the City Clerk. SUMMARY: Review Approval: Cover Memo Item # 1
Attachment number 1 Page 1 of 3 Item # 1
Attachment number 1 Page 2 of 3 Item # 1
Attachment number 1 Page 3 of 3 Item # 1
Community Redevelopment Agency Agenda Council Chambers -City Hall Meeting Date:12/13/2011 SUBJECT /RECOMMENDATION: Approve an amendment to the Development Agreement between the Community
Redevelopment Agency and Water's Edge Real Estate Acquisition, LP, successor in interest to Opus South Development, LLC and authorize the appropriate officials to execute same. SUMMARY:
The Community Redevelopment Agency and the Developer’s predecessor in interest, OPUS SOUTH DEVELOPMENT, L.L.C., entered into a Development Agreement dated December 19, 2006, as evidenced
by that certain Memorandum of Development Agreement dated December 22, 2006, and recorded in Official Record Book 15557, Page 1062 of the Public Records of Pinellas County, Florida,
to develop certain parcels located at the southwest corner of the intersection of Cleveland Street and Osceola Avenue, Clearwater, Florida, for a development known as the Water’s Edge
project (“Water’s Edge Project” or “Project”) in the community redevelopment area of the City. Subsequent thereto, OPUS SOUTH DEVELOPMENT, L.L.C. and its related entities, assigned their
rights under the Development Agreement to Water’s Edge Clearwater, LLC, a Delaware limited liability company, which subsequently assigned its rights under the Development Agreement to
Developer pursuant to the Assignment and Assumption Agreement recorded August 5, 2010 in Official Record Book 16993, Page 1845 of the Public Records of Pinellas County, Florida. This
Development Agreement contained certain assurances and incentives to ensure the success of the Project, including provisions for annual reimbursement of impact fees paid and annual reimbursement
of a portion of the costs of sidewalk and site improvements, which reimbursements are to be paid from a portion of the ad valorem taxes for the Project. The Agency paid said annual reimbursements
to Developer for the last two years, (2009/10 Annual Reimbursement Payment and 2010/11 Annual Reimbursement Payment, respectively); however, the calculation method utilized by the Agency
for the 2009/10 Annual Reimbursement Payment differed from the calculation method utilized by the Agency for the 2010/11 Annual Reimbursement Payment. It is Developer’s position that
the proper and intended calculation method was the calculation method utilized by the Agency for the 2009/10 Annual Reimbursement Payment. Therefore, it is the parties desire to amend
the Development Agreement to reflect the intended calculation method as utilized by the Agency for the 2009/10 Annual Reimbursement Payment. Review Approval: 1) Office of Management
and Budget 2) Assistant City Manager ED 3) Clerk Cover Memo Item # 2
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT (Waters Edge Development) This First Amendment to Development Agreement ("Amendment") is made as of this __________ day of __________, 2011,
by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the State of Florida created pursuant to Part III, Chapter
163, Florida Statutes ("Agency"), and WATER’S EDGE REAL ESTATE ACQUISTION, L.P., a Delaware limited partnership ("Developer"). W I T N E S S E T H: WHEREAS, the Agency and Developer’s
predecessor in interest, OPUS SOUTH DEVELOPMENT, L.L.C., entered into a Development Agreement dated December 19, 2006, as evidenced by that certain “Memorandum of Development Agreement”
dated December 22, 2006, and recorded in Official Record Book 15557, Page 1062 of the Public Records of Pinellas County, Florida, to develop certain parcels located at the southwest
corner of the intersection of Cleveland 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 Edge Project” or “Project”) as more specifically described and defined herein, in the community redevelopment area of the City; and WHEREAS, subsequent thereto, OPUS SOUTH DEVELOPMENT,
L.L.C. and its related entities, assigned their rights under the Development Agreement to Water’s Edge Clearwater, LLC, a Delaware limited liability company, which subsequently assigned
its rights under the Development Agreement to Developer pursuant to the Assignment and Assumption Agreement recorded August 5, 2010 in Official Record Book 16993, Page 1845 of the Public
Records of Pinellas County, Florida; and WHEREAS, the Development Agreement contained certain assurances and incentives to ensure the success of the Project, including provisions for
annual reimbursement of impact fees paid and annual reimbursement of a portion of the costs of sidewalk and site improvements, which reimbursements are to be paid from a portion of the
ad valorem taxes for the Project; and WHEREAS, the Agency paid said annual reimbursements to Developer for the last two years, (“2009/10 Annual Reimbursement Payment” and “2010/11 Annual
Reimbursement Payment”, respectively); however, the calculation method utilized by the Agency for the 2009/10 Annual Reimbursement Payment differed from the calculation method utilized
by the Agency for the 2010/11 Annual Reimbursement Payment; and Attachment number 1 Page 1 of 13 Item # 2
2 WHEREAS, it is Developer’s position that the proper and intended calculation method was the calculation method utilized by the Agency for the 2009/10 Annual Reimbursement Payment;
and WHEREAS, it is the parties desire to amend the Development Agreement to reflect the intended calculation method as utilized by the Agency for the 2009/10 Annual Reimbursement Payment;
and WHEREAS, at a duly called public meeting on ______ __, 2011, the Agency approved this First Amendment and authorized and directed its execution by the appropriate officials of the
Agency; WHEREAS, the members (as that terms is defined in the operating agreement of the Developer) of Developer have approved this Amendment and has authorized and directed certain
individuals to execute this Amendment on behalf of Developer; and NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereby agree as
follows: Section 1. That the Development Agreement, ARTICLE 1., DEFINITIONS, Section 1.01(16) “Developer”, is hereby deleted and replaced in its entirety to read as follows: ARTICLE
1. DEFINITIONS. “(16) "Developer" means Water’s Edge Real Estate Acquisition, L.P., a Delaware limited partnership, and any successors and assigns of Water’s Edge 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 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 which is not undertaking or participating in any development
of the Waters Edge Project, or any part thereof. Developer is the assign and successor in fee simple title to the Property from Opus South Development, L.L.C. and its related entities,
and Water’s Edge Clearwater LLC, a Delaware limited liability company, and its related entities. Opus South Development, L.L.C., a Delaware limited liability company, was the “Developer”
at the time the Development Agreement was originally entered into and performed certain obligations of the Developer thereunder.” Section 2. That the Development Agreement, ARTICLE 6.,
REIMBURSEMENTS BY AGENCY, is hereby deleted and replaced in its entirety to read as follows: ARTICLE 6. REIMBURSEMENTS BY AGENCY. Attachment number 1 Page 2 of 13 Item # 2
3 “6.01. Reimbursement of Impact Fees. Following execution and recordation of the Completion Certificate and upon verification of payment of the Project’s Annual Ad Valorem Taxes (as
said term is later defined herein), the Agency shall reimburse the Developer in a total amount not to exceed $535,000 for Impact Fees paid by the Developer for the Project in accordance
with Section 6.03 hereof. 6.02 Reimbursement of Sidewalk and Site Improvements. Following execution and recordation of the Completion Certificate and upon verification of payment of
the Project’s Annual Ad Valorem Taxes (as said term is later defined herein), the Agency shall reimburse the Developer in accordance with Section 6.03 hereof, in a total amount not to
exceed $500,000 for Sidewalk and Site Improvements constructed by the Developer as provided in the Sidewalk and Site Improvements Plan attached hereto as Exhibit D, and as part of the
Project. 6.03 Reimbursement Requirements and Process. Upon execution and recordation of the Completion Certificate, the Developer shall provide the Agency with documentation verifying
both the amount and payment of Impact Fees for the Project by the Developer and the Developer’s expenditures for the Sidewalk and Site Improvements. Within thirty (30) days after receipt
of such documentation, the Agency shall acknowledge in writing to the Developer the amount of: a) the Impact Fees to be reimbursed to the Developer (as set forth in the submitted documentation,
but not to exceed $535,000.00, as provided in Section 6.01 hereof); and b) the cost of the Sidewalk 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 hereof). The total amount of Impact Fees and the construction costs for the Sidewalk
and Street Improvements to be reimbursed by the Agency to the Developer (subject to the foregoing monetary limitations and as confirmed in writing by the Agency after documentation thereof
by the Developer) is hereinafter referred to as the “Total Reimbursement Due Developer”. The Total Reimbursement Due Developer shall be made by the Agency to the Developer, after the
issuance of the Certificate of Completion, in accordance with the following: a) Within sixty (60) days after the annual ad valorem tax payment deadline, Developer shall provide appropriate
documentation to the Agency verifying the total amount of annual ad valorem taxes paid by any person or entity for any and all folio or parcel identification numbers assigned to the
Project (the “Project’s Annual Ad Valorem Taxes”), and the Agency shall pay Developer the lesser of the amount necessary to satisfy the Total Reimbursement Due Developer, or fifty percent
(50%) of the increment of the Project’s Annual Ad Valorem 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 Increment” or the “Annual Reimbursement”); and Attachment number 1 Page 3 of 13 Item # 2
4 b) If the first Annual Reimbursement (i.e., 50% of the City of Clearwater’s and Agency’s Tax Increment) is not sufficient to satisfy the Total Reimbursement Due Developer, then the
Annual Reimbursement shall be continued in accordance with Section 6.03(a) above for up to three (3) additional years (for a maximum total of four (4) years after recordation of the
Certificate of Completion) until the Agency has paid to the Developer the Total Reimbursement Due Developer hereunder; and c) Notwithstanding any provision herein to the contrary, it
is understood and agreed that: i) the total amount paid by the Agency to the Developer pursuant to the terms hereof shall not exceed the Total Reimbursement Due Developer; and b) the
Agency shall only be required to make payments to the Developer in accordance with this Section 6.03 for a maximum of four (4) years after recordation of the Certificate of Completion.”
Section 3. That the Development Agreement, ARTICLE 11., MISCELLANEOUS, Section 11.03, Notices, is hereby deleted and replaced in its entirety to read as follows: ARTICLE 11. MISCELLANEOUS.
“11.03. Notices. (a) All notices, demands, requests for approvals or other communications given by either party to another shall be in writing, and shall be sent by registered or certified
mail, postage prepaid, return receipt requested or by overnight courier service, or by hand delivery to the office for each party indicated below and addressed as follows: To the Developer:
Water’s Edge Real Estate Acquisition, L.P. c/o Concierge Asset Management, LLC 9400 North Central Expressway, Suite 404 Dallas, Texas 75231 Attention: Theodore M. Kerr, Jr. with copies
to: Concierge Asset Management, LLC 6919 Portwest Drive, Suite 160 Houston, Texas 77027 Attention: Todd Haines Oaktree Capital Management, LLC 1301 Avenue of the Americas, 34th Floor
New York, New York 10019 Attention: Philip Hoffmann Attachment number 1 Page 4 of 13 Item # 2
5 Stingray Asset Management, LLC 15462 Gulf Blvd. #802 Madeira Beach, FL. 33708 Attention: Grant Wood Hill, Ward & Henderson, P.A. Bank of America Plaza, Suite 3700 101 East Kennedy
Boulevard Tampa, FL 33602 Attn: R. James Robbins, Jr., Esq. To the Agency: Community Redevelopment Agency of the City of Clearwater 112 S. Osceola Avenue Clearwater, FL 33756 Attention:
Rod Irwin with copies to: City of Clearwater 112 S. Osceola Avenue Clearwater, FL 33756 Attention: City Attorney (b) Notices given by courier service or by hand delivery shall be effective
upon delivery and notices given by mail 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 delivery as provided in this Section 11.03. The addresses to which notices are to be
sent may be changed from time to time by written notice delivered 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 given.” Section 4. Memorandum of First Amendment to Development Agreement. Simultaneous with execution
of this Amendment by the parties, the Agency and the Developer agree to execute the short form "Memorandum of First Amendment to Development Agreement", the form of which is attached
hereto as Exhibit B, and agree, authorize and hereby direct such Memorandum to be recorded in the public records of Pinellas County, Florida, as soon as possible after execution thereof.
The Agency shall pay the cost of such recording. Section 5. All Other Terms of Development Agreement Remain in Effect. All terms and provisions of the Development Agreement not modified,
changed or amended hereby shall remain in full force and effect. Section 6. Effective Date and Additional 2010/11 Reimbursement Payment. Following execution of this Amendment (and such
Exhibit contemplated to be executed simultaneously Attachment number 1 Page 5 of 13 Item # 2
6 with this Amendment) by the authorized officers of the Agency and by authorized representatives of the Developer following approval hereof by the Agency and the Developer, this Amendment
(and any executed Exhibits) shall be in full force and effect in accordance with its terms and upon the recording of the Memorandum of First Amendment to Development Agreement as contemplated
herein (“Effective Date”). Upon the Effective Date, the 2010/11 Reimbursement Payment shall be re-calculated utilizing the calculation method set forth herein, and the Agency shall pay
Developer the additional reimbursement amount owed (“Additional 2010/11 Reimbursement Payment”). [SIGNATURE PAGES FOLLOW] Attachment number 1 Page 6 of 13 Item # 2
7 IN WITNESS WHEREOF, the parties hereto have set their hands and their respective seals affixed as of this _______ day of __________, 2011. COMMUNITY REDEVELOPMENT AGENCY OF THE CITY
OF CLEARWATER, FLORIDA By:_______________________________________ Rod Irwin, Chairperson Approved as to form: ATTEST: ___________________________ By: Pamela K. Akin, City Attorney Rosemarie
Call, City Clerk STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this __ day of ___________, 2011, by , Chairperson of the COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF CLEARWATER, a public body corporate and politic of the State of Florida, on behalf of the Agency. He is personally known to me or has produced a valid driver’s
license as identification. (SEAL) Printed/Typed Name: Notary Public-State of Florida Commission Number: Attachment number 1 Page 7 of 13 Item # 2
8 WATER’S EDGE REAL ESTATE Signed, sealed and delivered ACQUISITION L.P. in the presence of: By: Print Name: __________________________, as __________________________ ______________________________
Print Name: ____________________ (SEAL) STATE OF ___________ COUNTY OF ________________ The foregoing instrument was acknowledged before me this _____ day of ____________, 2011, by __________________
____, ______________ of WATER’S EDGE REAL ESTATE ACQUISTION, L.P., a Delaware limited partnership, on behalf of the limited partnership. He is personally known to me or has produced
a valid driver’s license as identification. (SEAL) Printed/Typed Name: Notary Public-State of ____________ Commission Number: Attachment number 1 Page 8 of 13 Item # 2
9 LIST OF EXHIBITS EXHIBIT A --Legal Description EXHIBIT B --Memorandum of First Amendment to Development Agreement Attachment number 1 Page 9 of 13 Item # 2
10 EXHIBIT A Legal Description Parcel 6 Commence at the Northeast corner of Block A, John R. Davey Subdivision, as recorded in Plat Book 1, Page 87 of the Public Records of Hillsborough
County, Florida, of which Pinellas County was formerly a part, and proceed S 01°22’45” E, along the Easterly line of said Block A, 43.12 feet to the Point of Beginning: From said Point
of Beginning proceed N 90°00’00” W, 354.40 feet; said line being the South right-of-way line of Cleveland Street; thence S 00°00’00” E, 174.82 feet; thence N 90°00’00” E, 23.61 feet;
thence S 01°22’45” E, 56.00 feet; thence N 90°00’00” E, 335.00 feet; thence N 01°22’45” W, 230.88 feet; said line being the West right-of-way line of Osceola Avenue to the Point of Beginning.
THE FOREGOING PROPERTY IS ALSO DESCRIBED AS: Water’s Edge, a Condominium, recorded in Official Records Book 16335, Page 11, of the Public Records of Pinellas County, Florida. Attachment
number 1 Page 10 of 13 Item # 2
11 EXHIBIT B Memorandum of First Amendment to Development Agreement [Waters Edge] This Memorandum of First Amendment to Development Agreement (“Memorandum”) is made this ___ day of ___________,
2011, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the State of Florida (the “Agency”), whose address
is 112 S. Osceola Avenue, Clearwater, FL 33756, and WATER’S EDGE REAL ESTATE ACQUISTION, L.P., a Delaware limited partnership (the “Developer”), whose address is c/o Concierge Asset
Management, LLC, 9400 North Central Expressway,Suite 404, Dallas, TX. 75231. This Memorandum pertains to a First Amendment to Development Agreement (Waters Edge Development) by and between
the Agency and the Developer, dated as of ________________, 2011 (the “First Amendment to Development Agreement”), which provides, among other things, for certain reimbursement payments
as more specifically provided in the First Amendment to Development Agreement. The First Amendment to Development Agreement is incorporated herein and made a part hereof by reference
as fully as though it were set forth herein in its entirety. It is the intention of the parties to hereby ratify, approve and confirm the First Amendment to Development Agreement as
a matter of public notice and record. Nothing herein shall in any way affect or modify the First Amendment to Development Agreement, nor shall the provisions of this Memorandum be used
to interpret the First Amendment to Development Agreement. In the event of conflict between the terms of this document and those contained in the First Amendment to Development Agreement,
the terms in the First Amendment to Development Agreement shall control. A copy of the fully-executed First Amendment to Development Agreement is on file with the. City Clerk, City of
Clearwater, Florida, located at City Hall, 112 S. Osceola Avenue, Clearwater, Florida, which is available for review and copying by the public. [SIGNATURE PAGES FOLLOW] Attachment number
1 Page 11 of 13 Item # 2
12 IN WITNESS WHEREOF, the parties hereto have set their hands and their respective seals affixed as of the ____ day of ____________, 2011. COMMUNITY REDEVELOPMENT AGENCY OF THE CITY
OF CLEARWATER, FLORIDA By:_______________________________________ Rod Irwin, Chairperson Approved as to form: ATTEST: ___________________________ By: Pamela K. Akin, City Attorney Rosemarie
Call, City Clerk STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this __ day of ___________, 2011, by , Chairperson of the COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF CLEARWATER, a public body corporate and politic of the State of Florida, on behalf of the Agency. He is personally known to me or has produced a valid driver’s
license as identification. (SEAL) Printed/Typed Name: Notary Public-State of Florida Commission Number: Attachment number 1 Page 12 of 13 Item # 2
13 WATER’S EDGE REAL ESTATE Signed, sealed and delivered ACQUISITION L.P. in the presence of: By: Print Name: __________________________, as __________________________ ______________________________
Print Name: ____________________ (SEAL) STATE OF ___________ COUNTY OF ________________ The foregoing instrument was acknowledged before me this _____ day of ____________, 2011, by __________________
____, ______________ of WATER’S EDGE REAL ESTATE ACQUISTION, L.P., a Delaware limited partnership, on behalf of the limited partnership. He is personally known to me or has produced
a valid driver’s license as identification. (SEAL) Printed/Typed Name: Notary Public-State of ____________ Commission Number: Attachment number 1 Page 13 of 13 Item # 2
Meeting Date:
12/13/2011
Community Redevelopment
Agency Agenda
Council Chambers - City
Hall
SUBJECT / RECOMMENDATION:
Approve the minutes of the October 31, 2011 CRA Meeting as submitted in written summation by the City Clerk.
SUMMARY:
Review Approval:
Cover Memo
Item # 1
Attachment number 1
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Attachment number 1
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Meeting Date:
12/13/2011
Community Redevelopment
Agency Agenda
Council Chambers - City
Hall
SUBJECT / RECOMMENDATION:
Approve an amendment to the Development Agreement between the Community Redevelopment Agency and Water's Edge Real
Estate Acquisition, LP, successor in interest to Opus South Development, LLC and authorize the appropriate officials to execute
same.
SUMMARY:
The Community Redevelopment Agency and the Developers predecessor in interest, OPUS SOUTH DEVELOPMENT, L.L.C.,
entered into a Development Agreement dated December 19, 2006, as evidenced by that certain Memorandum of Development
Agreement dated December 22, 2006, and recorded in Official Record Book 15557, Page 1062 of the Public Records of Pinellas
County, Florida, to develop certain parcels located at the southwest corner of the intersection of Cleveland Street and Osceola
Avenue, Clearwater, Florida, for a development known as the Waters Edge project (Waters Edge Project or Project) in the
community redevelopment area of the City.
Subsequent thereto, OPUS SOUTH DEVELOPMENT, L.L.C. and its related entities, assigned their rights under the Development
Agreement to Waters Edge Clearwater, LLC, a Delaware limited liability company, which subsequently assigned its rights under
the Development Agreement to Developer pursuant to the Assignment and Assumption Agreement recorded August 5, 2010 in
Official Record Book 16993, Page 1845 of the Public Records of Pinellas County, Florida.
This Development Agreement contained certain assurances and incentives to ensure the success of the Project, including provisions
for annual reimbursement of impact fees paid and annual reimbursement of a portion of the costs of sidewalk and site
improvements, which reimbursements are to be paid from a portion of the ad valorem taxes for the Project.
The Agency paid said annual reimbursements to Developer for the last two years, (2009/10 Annual Reimbursement Payment and
2010/11 Annual Reimbursement Payment, respectively); however, the calculation method utilized by the Agency for the 2009/10
Annual Reimbursement Payment differed from the calculation method utilized by the Agency for the 2010/11 Annual
Reimbursement Payment. It is Developers position that the proper and intended calculation method was the calculation method
utilized by the Agency for the 2009/10 Annual Reimbursement Payment. Therefore, it is the parties desire to amend the
Development Agreement to reflect the intended calculation method as utilized by the Agency for the 2009/10 Annual
Reimbursement Payment.
Review Approval:1) Office of Management and Budget 2) Assistant City Manager ED 3) Clerk
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