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PURCHASE AGREEMENTPURCHASE AGREEMENT THIS PURCHASE AGREEMENT (the "Agreement ") is made and entered into as of this /0 day of 9/A./.4__ , 2014, by and between PARADISE GROUP, LLC, a Florida limited liability company, (the "Developer "), and THE CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation (the "City "). RECITALS: A. The City desires to: 1) promote the revitalization and redevelopment of the Retail and Restaurant District, the Marina District and the Destination Resort District of Clearwater Beach and recognizes that additional off - street parking open to the public is needed to support such revitalization and redevelopment, and 2) provide additional beach parking. B. Developer recognizes that additional off - street parking open to the public on the Parking Lot will contribute not only to the economic viability of the Pelican Walk Shopping Center but also the viability of the Retail and Restaurant District, the Marina District and the Destination Resort District. C. The Developer intends to develop and construct on what is currently the Pelican Walk Shopping Center and Parking Lot ( "Pelican Walk Property ") a retail /commercial project, including a parking garage containing approximately 600 total parking spaces, (collectively, the "Protect "), on the property more particularly described in Exhibit "A: attached hereto (the "Property "). D. The Property, which includes the current Pelican Walk Shopping Center property described in Exhibit "A -1" ( "Existing Retail Center "), shall be and will be submitted to the condominium form of ownership pursuant to Chapter 718 of the Florida Statutes and condominium documents shall be prepared. The condominium shall contain units to be utilized for general retail sales and services and units to be utilized for public and private parking . E. The parties wish to formalize their understanding as hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants and promises herein set forth, the parties agree that the foregoing recitals are true and correct and further agree as follows: 1. Development. A. Scope of the Project. (1) Description of Protect. The Project shall include a commercial parking garage, private parking, commercial and retail uses and appropriate accessory uses and shall be developed in substantial conformity with the Conceptual Plans, copies of which are attached as Exhibit "B" hereto. 1 (2) Formation of Condominium. The Developer shall create a _five (5) unit commercial condominium for the Project and Existing Retail Center. Unit 1 shall consist of the Existing Retail Center described in Exhibit A -1 and improvements thereon, Unit 2 shall consist of the new approximately 10,000 square foot retail space with no common elements except for exterior walls excluding doors and plate glass, Unit 3 shall consist of the lowest 89 parking spaces on the ground floor and first floor, Unit 4 shall consist of the next lowest 450 parking spaces to be acquired by the City pursuant to this agreement plus any additional spaces acquired by the City pursuant to its hereinafter described option and Unit 5 shall consist of the remaining 101 spaces( reduced by the number of spaces acquired by the City pursuant to its option, right of purchase or right of first refusal. Unit 5 may be divided into multiple units. The Developer shall submit the Property, including the Existing Retail Center, to the condominium form of ownership pursuant to Chapter 718 of the Florida Statutes. The condominium documents shall be in a in a form to be approved by City with a consent or joinder from any lender or Iienholder or any other party having any record interest in any mortgage or lien encumbering the interest in the Property as required by Section 718.104(3) of the Florida Statutes. It is anticipated that the maintenance fees of the condominium will be allocated between the Units on an equitable basis mutually agreed upon by the Developer and City based on the anticipated maintenance and costs associated with the different units with the understanding that all improvements on Unit 1 will be maintained by the owner of Unit 1 and the owner of Unit 1 shall control what improvements made within said Unit. Furthermore, Unit 1's responsibility for contributing to the cost of maintenance of the new structure shall be a reasonable share of the cost of maintenance of pedestrian access features (bridges) from said structure to Unit 1. Units 2 through 5 shall apportion the cost of maintenance of the new structure, five percent (5 %) to Unit 2 and the balance between Units 3 through 5 based on relative square footage. Cost of utilities shall be segregated to the Unit receiving service and not be a common expense, where possible. The condominium documents, once approved by the City, shall not be materially modified or amended without the prior written consent of the City, which consent shall not be unreasonably withheld. In the event the City and Developer cannot agree on the form of condominium documents, City shall have the right, at its sole option, to terminate this Agreement. (3) Public Parking Unit/Spaces Which May Be Leased by Developer. The charge to the public for those Parking Spaces /Units not being acquired by the City shall be limited and restricted as follows: the ground floor and first floor Parking Spaces, consisting of 89 spaces (Unit 3), shall not be available for hourly public parking and shall only be utilized in connection with Units 1 and 2 of the Condominium to be created and not available to the general public. Any spaces within Unit 5 shall not be leased for an amount less than 50% of the then current monthly space rental charge charged by the City for parking spaces in Unit 4. This restriction is limited to Developer's monthly rentals only. These restrictions shall be further memorialized by a memorandum placed of record. (4) Financing. Developer shall provide City with evidence satisfactory to the City of Developer's having obtained financing adequate to construct 2 the Project and Developer's lender shall have entered into a non - disturbance /tri -party agreement with City and Developer as hereinafter described. (5) Land Development Regulations. Developer shall abide by the City's Land Development Regulations which shall govern the development and construction of the Project. (6) Development Approval and Permits. (a) Applications for Development Approval. The Developer shall prepare and submit to the appropriate Governmental Authority, including the appropriate divisions and boards of the City, applications for approval of all Plans and Specifications necessary for the Project, and shall bear all costs of preparing such applications, applying for and obtaining such permits, including payment of any and all applicable application, inspection, regulatory and impact fees or charges (if any). (7) Plans and Specifications. (a) Responsibility for Preparation of Plans and Specifications. The Developer shall be solely responsible for and shall pay the cost of preparing, submitting and obtaining approval of the Plans and Specifications for the Project. (b) Use of Qualified Professionals. The Developer shall retain qualified professionals to prepare the Plans and Specifications and shall cause such professionals to prepare the Plans and Specifications. (c) Approval of Plans and Specifications for the Commercial Parking Garage. In order to ensure that the design of the Parking Unit(s) will meet the City's standards, the Plans and Specifications for the Project shall be submitted to the City for review and comment prior to the submission of any application for a building permit, other than a foundation permit. The City's review of the Plans and Specifications hereunder in its proprietary (i.e., non - regulatory) capacity shall be limited to compliance by the Parking Units with the City Parking Garage Standards. 2. Acquisition of Parking Spaces. City shall acquire 450 contiguous Parking Spaces which shall meet City's Parking Garage Standards, which shall be Unit 4 of the Commercial Condominium to be created by Developer. Such Unit may be acquired at a cost per space as set forth in paragraph 3 hereof ( "Parking Unit ") with the City having the option to acquire additional contiguous Spaces at a cost of $25,144 per space provided City exercises this option prior to final project design approval or August 15, 2014, whichever shall first occur. After August 15, 2014, until Closing the City shall still have the right to purchase additional spaces only if the Developer is offering to sell spaces to third parties, provided, however, the cost per space shall be at the rate or $25,144.00 per space. After closing, the City shall have a right of first refusal to acquire spaces which the Developer is offering to sell to unrelated third parties, provided, 3 however, the cost to the City per space shall be the same as the third party has offered. City shall be provided, within ten (10) days of execution of any third party offer for spaces, a copy of the proposed third party offer for the parking space(s) shall be presented to the City and the City shall have forty -five (45) days after receipt of the same within which to match the offer from the third party and closing will be with in thirty (30) days thereafter. Provided, however, City shall not be required to close on such additional spaces prior to the City acquiring the Parking Unit with the 450 Parking Spaces. In terms of City's obligation to pay the Purchase Price, the City covenants and agrees to appropriate in its annual budget, by amendment, if required, and to pay when due under this Agreement as promptly as money becomes available directly to the Developer, amounts of Non -Ad Valorem Revenues of the City sufficient to satisfy the obligation of the City to purchase the Parking Facility Unit as required under this Agreement as set forth herein. Such covenant is subject in all respects to the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereafter entered into. Such covenant and agreement on the part of the City to budget and appropriate such amounts of Non -Ad Valorem Revenues shall be cumulative, and shall continue until such Non -Ad Valorem Revenues or other legally available funds in amounts sufficient to pay the Purchase Price, shall have been budgeted, appropriated and actually paid to the Developer. The City further acknowledges and agrees that the obligations of the City to include the amount of any deficiency in the payment of the Purchase Price in each of its annual budgets and to pay such deficiencies from Non -Ad Valorem Revenues may be enforced in a court of competent jurisdiction. Notwithstanding the foregoing or any provision of this Agreement to the contrary, the City does not covenant to maintain any services or programs now maintained by the City which generate Non -Ad Valorem Revenues or to maintain the charges it presently collects for any such services or programs, and the City further reserves the right to pledge any Non -Ad Valorem Revenues to the repayment of any debt obligation of the City at any time, which pledge shall be superior to the use of such Non -Ad Valorem Revenues subject to this covenant. 3. Purchase Price. The purchase price to be paid by the City to Developer for the Parking Unit is Twenty -Five Thousand One Hundred Forty -Four and No /100 Dollars ($25,144.00) per space or Eleven Million Three Hundred Fourteen Thousand Eight Hundred and No /100 Dollars ($11,314,800.00) for the 450 spaces, (the "Purchase Price "), subject to adjustments and prorations as provided herein. 4. Terms of Payment. Subject to the limitations set forth herein and in paragraph 2 hereof, the Purchase Price shall be paid to Developer as follows: 4 $11,314,800.00 in current funds at time of Closing, subject to adjustments as provided in paragraph 2 . If additional spaces are being acquired and further subject to prorations and adjustments as herein provided, the same to be paid by wire transfer of federal funds at the time of closing. 5. Condition of Title. At the Closing, fee simple title to the Parking Unit shall be conveyed to the City by general warranty deed, subject to the following matters: (a) ad valorem real estate taxes for the year of Closing and subsequent years; (b) the Declaration and other condominium documents which shall have been agreed upon and approved by Developer and City; (c) the covenants, restrictions, easements and other exceptions specifically identified on Exhibit "C" attached hereto and approved by City; (d) all laws, ordinances, regulations, restrictions, prohibitions and other requirements imposed by governmental authority, including, but not limited to, all applicable building, zoning, land use and environmental ordinances and regulations; (e) matters affecting the condition of title to the Property (or any part thereof) created by or with the written consent of the City; and (f) any other exceptions or matters recorded against the Property (or any part thereof) after the date of this Agreement with respect to the development, construction, operation and management of the Project (such as reservations, covenants, utility easements, reciprocal easement agreements and any amendments or supplements thereto) and which do not, in the opinion of the City, adversely affect the title ownership or operation of the Parking Unit. Title to the Parking Unit will be conveyed to the City at Closing free and clear of any mortgage, lien or other encumbrance securing the Project. 6. Closing. The closing (the "Closing ") shall be held on September 1, 2016; provided, however, nothing shall prohibit the City, at its sole option, from acquiring the Parking Units at an earlier date upon sixty (60) days' prior notice to Developer. Notwithstanding anything contained herein to the contrary, the City shall not be required to acquire the Parking Units unless Developer has fully performed and completed construction of the Unit in accordance with the terms hereof and all City codes, rules, ordinances and regulations, including compliance with the development agreement to be entered into with the City and a certificate of occupancy has been issued by the City. Closing shall take place at the offices of Macfarlane Ferguson & McMullen, P.A., located at 625 court Street, Clearwater, Florida 33756, or through an escrow with Developer's attorneys whereby Developer, the City and their attorneys need not be physically present at Closing and may deliver documents by courier or other means. A. At Closing, Developer shall execute and deliver to the City the following Closing documents: (1) a general warranty deed in the form attached hereto as Exhibit "D ", subject only to the Permitted Exceptions (defined below); 5 (2) a customary and appropriate mechanic's lien affidavit, affidavit of exclusive possession, "gap" affidavit, and non - foreign affidavit; and (3) appropriate evidence of Developer's formation, existence and authority to sell and convey the Parking Unit, including a member consent, resolution and /or such other evidence of authority and good standing (as appropriate) with respect to Developer as may be reasonably required by the title insurance company issuing title insurance covering the Parking Unit in favor of the City. B. Non- Disturbance/Tri -Party Agreement. City shall be provided upon the filing of any lien on the Property with a non - disturbance /tri -party agreement from any mortgagee or lien holder having a lien or mortgage on the Property recognizing the City's rights under this Agreement and agreeing to the City's and Developer's ability to enforce this Agreement and City's rights hereunder in the event of a default in any loan, lien or mortgage encumbering the Property or any default in this Agreement. The non - disturbance /tri -party agreement shall be recorded and be binding on and run to the benefit of any successors or assigns of the parties. A memorandum of this Agreement shall be placed of record upon the execution of this Agreement. C. Public Parking Support Reconciliation. From and after the final completion of the proposed Parking Garage to be constructed and the issuance of the necessary certificate of occupancy and until closing by the City of the Parking Unit, the City acknowledges the Developer's need to receive One Million Two Hundred Fifty Thousand and No /100 Dollars ($1,250,000.00) per year from the gross revenue from the Parking Unit to be acquired by the City. To the extent that the Parking Unit to be acquired by the City do not generate at least One Million Two Hundred Fifty Thousand and No /100 Dollars ($1,250,000.00) gross revenue annually prior to the City's acquisition of the same, but not later than two (2) years from the issuance of the certificate of occupancy, the City agrees to pay Developer the difference between the actual gross revenues as substantiated by documentation acceptable and verifiable by the City and One Million Two Hundred Fifty Thousand and No /100 Dollars ($1,250,000.00), but not more than Two Hundred Fifty Thousand and No /100 Dollars ($250,000.00) annually. Such payment to be made not later than sixty (60) days after each twelve (12) month period and submitted to the City of verifiable evidence of the gross revenue actually received from the Parking Unit. In the event the City closes in less than twenty -four (24) months from the completion of the Parking Unit, any revenues for a part of a year shall be prorated based on the actual number of months /days between final completion and issuance of the certificate of occupancy and City's closing. By way of example, if the City closes within nine (9) months, then the Public Parking Support Reconciliation shall be based on a maximum of seventy-five percent (75 %) of Two Hundred Fifty Thousand and No /100 Dollars ($250,000.00) or One Hundred Eighty-Seven Thousand Five Hundred and No /100 Dollars ($187,500.00), assuming that the Parking Unit threshold is Nine Hundred Thirty-Seven Thousand Five Hundred and No /100 Dollars ($937,500.00) and not One Million Two Hundred Fifty 6 Thousand and No /100 Dollars ($1,250,000.00) based on the reduced timeframe between a full twelve (12) months and only nine (9) months of operation. D. At Closing, Developer and the City shall each execute counterpart closing statements and such other documents as are reasonably necessary to consummate the transaction contemplated by this Agreement. 7. Prorations: Utilities. A. Prorations Generally. Real estate and personal property taxes, costs and revenues and all other proratable items for the Parking Unit shall be prorated as of the date of Closing. All current, pending and /or levied condominium assessments or fees which were enacted, approved or originated prior to Closing shall be paid by Developer. The City shall pay assessments and fees levied after the Closing date. For purposes of this provision, the term "levied" shall mean when the Board of the Condominium Association or required Unit Owners or both have voted in accordance with Florida law and the Declaration to approve an assessment or fee. B. Taxes. Closing agent shall collect all ad valorem taxes uncollected but due through the date prior to closing and deliver same to the Pinellas County Tax Collector with notification to thereafter exempt the Property from taxation as provided in Chapter 196.012(6) Florida Statutes. If the amount of taxes and assessments for the current year cannot be ascertained, rates for the previous year should be used with due allowance being made for improvements and exemptions. C. Utilities. With respect to electricity, water and sewer services and other utilities (collectively, "Utilities "), the parties shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Closing date. Developer shall be responsible for all charges based on such final meter reading, and the City shall be responsible for all charges relating to the Parking Unit thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be prorated as of the Closing Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted and reprorated to reflect the actual per diem rate for the billing period prior to Closing and Developer or the City, as the case may be, shall promptly deliver to the other the amount determined to be due with respect to the Parking Unit upon such adjustment. To the extent Utilities are not separately metered to the Parking Unit, a fair and equitable portion of such Utilities shall be allocated to the Parking Unit (for the initial proration and any subsequent reproration) using the same the methodology for cost allocation of utilities between condominium units provided in the Declaration. The provisions of this paragraph shall survive the Closing. 7 8. Closing Costs. The Developer shall pay the cost of documentary stamps due on the warranty deed and recording costs for the deed. The Developer shall be solely responsible for the cost of examining title and obtaining the owner's title commitment and insurance policy to insure title to the Parking Unit in the City, and the premiums and any other related fees and costs for the same. Each party shall pay its own legal fees except as provided in subparagraph 16(D) below. All other closing costs shall be apportioned in the manner customary for commercial for real estate transactions in Pinellas County, Florida. 9. Representations and Warranties. A. Developer represents and warrants to the City and agrees with the City that each of the following statements is currently true and accurate and shall be true and accurate at the time of Closing, and agrees that the City may rely upon each of the following statements: (1) Developer is a validly existing limited liability company under the laws of the State of Florida, and has all requisite power and authority to carry on its business as now conducted and to perform its obligations hereunder and under each document or instrument contemplated by this Agreement to which it is or will be a party and shall maintain its existence, will not dissolve and will not consolidate with a merger into another entity. (2) This Agreement and, to the extent such documents presently exist in a form accepted by the City and Developer, each document contemplated or required by this Agreement to which Developer is or will be a party have been duly authorized by all necessary action on the part of, and have been or will be duly executed and delivered by, Developer, and neither the execution and delivery thereof, nor compliance with the terms and provisions thereof or hereof (i) requires the approval and consent of any other party, except such as have been duly obtained or as are specifically noted herein, (ii) contravenes any existing law, judgment, governmental rule, regulation or order applicable to or binding on Developer, or (iii) contravenes or results in any breach of, or default under or, other than as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of Developer under any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on the date of this Agreement, any other agreement or instrument to which Developer is a party, specifically including any covenants of any bonds, notes, or other forms of indebtedness of Developer outstanding on the date of this Agreement. (3) This Agreement and, to the extent such documents presently exist in a form accepted by the City and Developer, each document contemplated or required by this Agreement to which Developer is or will be a party constitute, or when entered into will constitute, legal, valid and binding obligations of Developer enforceable against Developer in accordance with the terms thereof, except as such enforceability may be limited by public policy or applicable bankruptcy, insolvency or similar laws from 8 time to time in effect which affect creditors' rights generally and subject to usual equitable principles in the event that equitable remedies are involved. (4) Developer is not a "foreign person" within the meaning of the United States tax laws and to which reference is made in Internal Revenue Code Section 1445(b)(2). At Closing, Developer shall deliver to the City an affidavit to such effect, and also stating Developer's tax identification number. Developer acknowledges and agrees that the City shall be entitled to fully comply with Internal Revenue Code Section 1445 and all related sections and regulations, as same may be modified and amended from time to time, and Developer shall act in accordance with all reasonable requirements of the City to effect such full compliance by the City. (5) There are no pending or, to the knowledge of the Developer, threatened actions or proceedings before any court or administrative agency against the Developer, or against any controlling member, officer, employee or agent of the Developer which question the validity of this Agreement or any document contemplated hereunder, or which are likely in any case, or in the aggregate, to materially adversely affect the consummation of the transactions contemplated hereunder or the financial condition of the Developer. (6) All financial information and other documentation, including that pertaining to the Project or the Developer, delivered by the Developer to the City was, on the date of delivery thereof, true and correct in all material respects. (7) As of the Effective Date, the Developer will have the financial capability to carry out its obligations and responsibilities in connection with the development of the Project as contemplated by this Agreement. (8) The Developer has the experience, expertise, and capability to develop, cause the construction, and complete the Project and, oversee and manage the design, planning, construction, completion and opening for business of the Project. (9) The Developer shall timely perform or cause to be performed all the obligations contained herein which are the responsibility of the Developer to perform. (10) During each year that this Agreement and the obligations of the Developer under this Agreement shall be in effect, the Developer shall cause to be executed and to continue to be in effect those instruments, documents, certificates, permits, licenses, and approvals and shall cause to occur those events contemplated by this Agreement that are applicable to, and that are the responsibility of, the Developer. (11) The Developer shall use commercially reasonable efforts to accomplish the development of the Project by the Developer in accordance with the Plans and Specifications, and this Agreement and will not violate any laws, ordinances, rules, regulations, orders, contracts or agreements that are applicable thereto. 9 (12) Subsequent to the Effective Date, the Developer shall maintain its financial capability to develop, construct and complete the Project and shall promptly notify the city of any event, condition, occurrence, or change in its financial condition which materially adversely affects, or with the passage of time is likely to materially adversely affect, the Developer's financial capability to successfully and completely develop, construct and complete the Project as contemplated hereby. (13) Subsequent to the Effective Date and prior to acquisition of the condominium by the City, the Developer shall maintain its existence, not dissolve or substantially dissolve all of its assets, not consolidate with or merge into another corporation, limited partnership, or other entity, not sell, lease, transfer or otherwise dispose of all or substantially all its assets or otherwise take any action which would have the effect of rendering Pelican Walk, LLC unable to observe and perform the responsibilities of this agreement without the prior approval of the City, which shall not be unreasonably withheld. B. The City represents and warrants to Developer and agrees with Developer that each of the following statements is currently true and accurate and shall be true and accurate at the time of closing, and agrees that Developer may rely upon each of the following statements: (1) The City is a validly existing body corporate and politic of the State of Florida, and has all requisite power and authority to carry on its business as now conducted and to perform its obligations hereunder and under each document or instrument contemplated by this Agreement to which it is or will be a party. (2) This Agreement and, to the extent such documents presently exist in a form accepted by the City and Developer, each document contemplated or required by this Agreement to which the City is or will be a party have been duly authorized by all necessary action on the part of, and have been or will be duly executed and delivered by, the City, and neither the execution and delivery thereof, nor compliance with the terms and provisions thereof or hereof (i) requires the approval and consent of any other party, except such as have been duly obtained or as are specifically noted herein, (ii) contravenes any existing law, judgment, governmental rule, regulation or order applicable to or binding on the City, or (iii) contravenes or results in any breach of, or default under or, other than as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of the City under any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on the date of this Agreement, any other agreement or instrument to which the City is a party, specifically including any covenants of any bonds, notes, or other forms of indebtedness of the City outstanding on the date of this Agreement. (3) This Agreement and, to the extent such documents presently exist in a form accepted by the City and Developer, each document contemplated or 10 required by this Agreement to which the City is or will be a party constitute, or when entered into will constitute, legal, valid and binding obligations of the City enforceable against the City in accordance with the terms thereof, except as such enforceability may be limited by public policy or applicable bankruptcy, insolvency or similar laws from time to time in effect which affect creditors' rights generally and subject to usual equitable principles in the event that equitable remedies are involved. (4) The City agrees not to pursue the development of another public parking garage or acquire a public parking garage north of Causeway Boulevard on Clearwater Beach prior to closing. All of the foregoing representation and warranties shall be true and correct on the date of this Agreement and on the date of Closing. The provisions of this paragraph shall survive the Closing. 10. Default Provisions. The following default provisions shall apply to any default by a party under this Agreement: A. City Default. In the event of a default by the City under this Agreement which is not cured within ten (10) days following written notice from Developer, Developer shall have the right to: (i) terminate this Agreement, whereupon the parties shall be released from all further obligations under this Agreement, except the obligations which by their express terms survive a termination, or, alternatively, (ii) seek specific performance of the City's obligations hereunder and /or any other equitable remedies, without thereby waiving damages. B. Developer Default. In the event of a default by Developer under this Agreement which is not cured within ten (10) days following written notice from the City, the City at its option shall have the right to: (i) terminate this Agreement, whereupon the parties shall be released from all further obligations under this Agreement, except the obligations which by their express terms survive a termination, or, alternatively, (ii) seek specific performance of Developer's obligations hereunder and /or any other equitable remedies, without thereby waiving damages 11. Brokers. The parties each represent and warrant to the other that they have not dealt with any real estate broker, salesman or finder in connection with this transaction. If a claim for brokerage fee or commission in connection with the transaction is made by any broker, salesman or finder claiming to have dealt through or on behalf of one of the parties hereto ( "Indemnitor "), Indemnitor shall indemnify, defend and hold harmless the other party hereunder ( "Indemnitee "), and Indemnitee's members, shareholders, partners, officers, directors, employees, agents and representatives, from all liabilities, damages, claims, costs, fees and expenses whatsoever (including reasonable attorney's fees and court costs at trial and all appellate levels) with respect to said claim for brokerage fee or commission. The provisions of this paragraph shall survive the Closing and any cancellation or termination of this Agreement. 11 12. Notices. Any notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered by hand, sent by facsimile transmission, sent by recognized overnight courier (such as Federal Express) or mailed by certified or registered mail, return receipt requested, in a postage prepaid envelope, and addressed as follows: If to the City at: With a copy to: If to Developer at: With a copy to: City of Clearwater 112 S. Osceola Avenue Clearwater, FL 33756 Attn: City Manager Fax. No. (727) 562 -4052 Pamela K. Akin, Esq. Clearwater City Attorney 112 S. Osceola Avenue Clearwater, FL 33756 Fax No. (727) 562 -4021 Paradise Group, LLC 2901 Rigsby Lane Safety Harbor, Florida 34695 Attn: Mr. Michael P. Connor Fax No. (727) 726 -2337 Macfarlane Ferguson McMullen, P.A. Attn: Brian J. Aungst 625 Court Street Clearwater, Florida Fax No. (727) 442 -8470 Notices personally delivered, sent by facsimile transmission or sent by overnight courier shall be deemed given on the date of delivery and notices mailed in accordance with the foregoing shall be deemed given three (3) days after deposit in the U.S. mails. Each party shall be entitled to change its address for notices from time to time by delivering to the other party notice thereof in the manner herein provided for the delivery of notices. 13. Risk of Loss. If, between the date hereof and Closing, the Parking Unit or any portion thereof is damaged or destroyed by fire or other casualty or taken by eminent domain, Developer shall promptly repair and restore the Parking Unit to the same condition as existed before the fire or casualty and Closing shall be deferred for a commensurate period of time to permit such repair and restoration. In such event, Closing shall be rescheduled to the date which is ten (10) days following the restoration of the Parking Unit to the condition that existed immediately prior to the damage or taking (or as close to such condition as possible, in the case of eminent domain) and issuance of a new certificate of occupancy for the Parking Unit (if such restoration 12 requires same). In the case of eminent domain, at Closing, the City shall be entitled to all condemnation awards for the Parking Unit, less any portion thereof used to restore the Parking Unit to the condition required herein. 14. Radon Gas. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county health department. 15. Memorandum of Agreement. The parties hereto shall execute and record on the Public Records of Pinellas County, Florida, a memorandum of agreement setting forth the general provisions of this Agreement to place third parties on notice and record of the of the rights of the City and obligations of Developer. 16. Miscellaneous. A. Definition of Terms is set forth in Exhibit "E" attached hereto and made a part hereof. B. This Agreement shall be construed and governed in accordance with the laws of the State of Florida. All of the parties to this Agreement have participated fully in the negotiation and preparation hereof; and, accordingly, this Agreement shall not be more strictly construed against any one of the parties hereto. C. In the event any term or provision of this Agreement be determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or be construed as deleted as such authority determines, and the remainder of this Agreement shall be construed to be in full force and effect. D. In the event of any litigation between the parties under this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and court costs at all trial and appellate levels. The provisions of this subparagraph shall survive the Closing coextensively with other surviving provisions of this Agreement. E. In construing this Agreement, the singular shall be held to include the plural, the plural shall include the singular, the use of any gender shall include every other and all genders, and captions and paragraph headings shall be disregarded. Handwritten or typewritten provisions initialed by Developer and the City shall prevail over any conflicting printed provisions of this Agreement. F. All of the exhibits attached to this Agreement are incorporated in, and made a part of, this Agreement. G. Time shall be of the essence for each and every provision hereof. 13 H. If any date upon which, or by which, action required under this Agreement is a Saturday, Sunday or legal holiday recognized by the Federal government, then the date for such action shall be extended to the first day that is after such date and is not a Saturday, Sunday or legal holiday recognized by the Federal government. I. This Agreement is not assignable without the consent of the other party. J. This Agreement constitutes the entire agreement between the parties and there are no other agreements, representations or warranties with respect to the subject matter hereof other than as set forth herein. This Agreement may not be changed, altered or modified except by an instrument in writing signed by City and Developer. This Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns. K. This Agreement may be executed in multiple counterparts each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK - SIGNATURES ON FOLLOWING PAGE(S)] 14 EXECUTED as of the date first above written. WITNESSES: Print Name: Attest: By: DEVELOPER: PARADISE GROUP, LLC, a Florida limited liability company By: PDG IV, Inc., a Florida corporation, its managing mr..er - 'r • - esident CITY: THE CITY OF CLEARWATER, FLORIDA, a rida municipal corporation Ct elOrtcntrt41co5 Rosemarie Call, City A roved to form: Pamela K. Akin City Attorney EGP /dss \CITY -C LIMP E L I CA N \PURCHASE -A G T -R ev2 (5 -2 9 -14 ). d ocx 15 George N. Cretekos, Mayor EXHIBIT A Legal Description of Property The land referred to herein below is situated in the County of Pinellas, State of Florida, and described as follows: Lots 32 through 43, Block "B ", FIRST ADDITION TO CLEARWATER BEACH PARK, according to the map or plat thereof as recorded in Plat Book 15, Page 80, Public Records of Pinellas County, Florida, together with the adjacent 1/2 of a vacated alley lying along the East boundary thereof. AND Lots 2 through 8, Block "A ", as appearing on the plat named A RE -PLAT OF BLOCK "A" AND LOTS 1 TO 15 INCL. BLOCK "B" OF CLEARWATER BEACH PARK FIRST ADDITION, according to the map or plat thereof recorded in Plat Book 21, Page 21, Public Records of Pinellas County, Florida, together with the adjacent 1/2 of a vacated alley lying along the West boundary thereof. 16 EXHIBIT "A -1" Lots 2 through 8, Block "A ", as appearing on the plat named A RE -PLAT OF BLOCK "A" AND LOTS 1 TO 15 INCL. BLOCK "B" OF CLEARWATER BEACH PARK FIRST ADDITION, according to the map or plat thereof recorded in Plat Book 21, Page 21, Public Records of Pinellas County, Florida, together with the adjacent 1/2 of a vacated alley Tying along the West boundary thereof. EXHIBIT B (Copies of Conceptual Plans) MIN NMI MIMI Inn MIN NMI INN MN — MINI NUNN NMI MN MN VIM Inn PARADISE VENTURES POINSETTIA (EAST) ELEVATION Nomomior Veititairl* • 41"."'"'"' /PS° s. ‘,,,;01110/aisiminagaw hihAltrasai ma. filb,wssimpamoy 11111111111 EL • \ NM MN MN I N MN = N MI 11111111 MN M IIIIII MI MI I IIIIIIIN N LI PARADISE VENTURES MANDALAY (WEST) ELEVATION MINI INN NMI MIN all 1111111 11111111 11111111 IIIIIIII MN MI 111111111 =III NM Nil Mil =II PARADISE VENTURES (SOUTH) ELEVATION W,/ 'f • H. ! BAYMONT (NORTH) ELEVATION • 1 rr' rr: r) _ r A 1! f"..: I- I I' I" fe (":11";:j Ground 1st 2nd 3rd 4th Sth 6th TOTAL Pelican Walk Parking Spaces City of Clearwater Parking Spaces 29 60 0 0 0 0 103 192 Clearwater 0 0 92 114 114 114 16 450 TOTAL 29 60 92 114 114 114 119 642 5215x9..21 4[. lc.. MOM ennK? Yn521 54 4 514514 4 21mnc MAC 'sl ■ ■i�� ICI■ ■ W� _� Is' V Retail Retell Retail t To- Retail sn sums NMI EMU ■. U■ ���i��iEll3ilil��l! n5; �i��CO ■ ■ ■ ■ ■!!1"��i��C1����rE1i� ■1 ■till ■1111I7r1a� ■■ : 1�1ii0rAiiiii:■ 1k1.0rA I!1 Ui1■■I lU 101■■ ■ ■: 1111111111C11111111111111, !■■100h16i■U■- 1■ ■■UIIP POINSETTIA STREET RETAL PLAN & GROUND LEVEL PARKWG PLAN ins . ,•_21• a' -5• VW tr. HAM 115 9'455 ¢6.5. S AxI223eI SKES SDI MU NAM: 11; Sit 14552:1 K 921£5 X25; 11 Mai 56456 1 Axm4L .55s 99 ILSTI 9529: 114 y14 2 9 S PIM 19 1095 5.5.R 9 9245 541Y91 Yi694t 5204 bf SN54 SSLILSd'1154t554L 9243 W215.2114 SACS 4554.6545 MM M 6`9.405. N 111E1 MN MINI NM 11111 MN In MN g PARKING LEVEL 1 PELICAN WALK GARAGE POIISETTA STREET CLEARWATER BEACH, FLORIDA 33767 FISHER AND ASSOCIATES, LLC. ARCMIECTS PLANERS N 23511ELLEA11111 MARIAMFL WU ODlwao1 Oa Mona Y. 07117555 KM 5 PO WI COM IN 01 MVO. MEM .▪ 06 MIN MY CONV MY IC /MOW NNW MAC CMS 1.11117.1.6 Y -r r-r -r TO) 1011 RO▪ TC O LEVEL TWO PARKING PLAN rv- CD '. e A le Vco t N t e n,5 • i� 3 bM • t0 V ad • °1 RELEASED FOR BID CONSTR. PERMIT RLIA4 CJT O 00541AROw A13 Inva Dole05-09-18 MF/ — — — — — — — — — — — MI — — — NMI r d x -r G 3, RAMP 3 xd 4- I _ 3 5 110 MOTS YilLN 4— O LEVEL THREE PARKING PLAN v1r _ 1 -3 • €fi W C7 Q Ce d o 3 11 CC go CC Y. ` M W _ I- < W¢ D. d RELEASED mo FOR CONSTR. REMO A4 JOE {19KR RCni1CCi 0310039 A14 Issue %pD5-39 -14 Proecl Ro_l �Apig = - - - - - 1111111 - - - - - - - - LEVEL FOUR PARKING PLAN 6 NM M M M M I I-- i r NMI OM r l- ■■r r MN r xa -r a -r r H -r 4 LEVEL FIVE PARKING PLAN x -r } OE ESHER 98.11ECi 0010829 A15 Issue Dale: 05 -09 -1. rs I M- NM MO r r- - r r N -- SPACES NOT SHOWN ON NEXT SHEET BECAUSE THEY ARE HIDDEN UNDER LEVEL 6 CANTILEVER LEVEL FIVE PARKING PLAN /t6 = I' -0 Ate MIS I -- NM M I- NM r I 1111111 - MN r NM I MS MI LEVEL 6 CANTILEVER RIDES DECK BELOW LEVEL SIX PARKING PLAN MI6 RELEASED FOR EMIR A17 Issue Dole: O5 —D9 -14 Jo' NA: 1401 — — — — — — — — — — — — — — — — — — — MIS tip . ■. UV ■ NMI t ""'1" 1111111 EXTERIOR ELEVATIONS PELICAN WALK GARAGE POINSETTA STREET CLEARWATER BEACH, FLORIDA 33787 FI`'HER AND ASSOCIATES, LLC. ARCHIECTS PLANNERS PRENOR DIMMERS 1a 181EM IR tlFApA7910. 33714 OM 40461 W IOW MO AL WWWW WOW WY • w {wont mow or mot magals, COW WOW OWLIC • ROW DO WOW W O. KW It WAWA MO WOW MI OWL MPS IV DC WO a in PONOW DC InDWADDO pus WM NW W WOW WM. 1► . •II• L= Ilu :Il i;' 11.1111 11 1 11111111 • EXTERIOR ELEVATIONS PELICAN WALK GARAGE POWNSETTA STREET CLEARWATER BEACH, FLORIDA 33767 FHHER AND ASSOCIATES, LLC. c FLAMM NT DE9aNER3 WS MEM NI wawa, FL WV OM *ONO 66 11111116 Ma 61 MUM. MOO NOM 6 PA iPPOam A P PP FAUX Offal 0716P7 Of 61161 MP. me wet at KRIfta 4.ES, 616.6 6 WT. ea 0004 Man MOO; 06 DM • 16 Off MOUDII. 60:01106211 KI1S ION 001 011111 MI6 /MORE WNW P APS m. wa+P 10 Pc EXHIBIT C (Exceptions to Title) 1 Taxes and assessments for the year of closing and subsequent years, which are not yet due and payable. 2. Easement for drainage and utilities in favor of City of Clearwater over and across the vacated alley as described in Ordinance No. 4535 -88 recorded in Book 6688, page 1361. EXHIBIT D WARRANTY DEED THIS INDENTURE, Made this day of , 2014, Between PARADISE GROUP, LLC, a Florida limited liability company, whose address is 2901 Rigsby Lane, Safety Harbor, Florida 34695, grantor *, and THE CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation, whose address is 112 South Osceola Avenue, Clearwater, Florida 33756, grantee *, WITNESSETH, That said grantor, for and in consideration of the sum of Ten Dollars, and other good and valuable considerations to said grantor in hand paid by said grantee, the receipt whereof is hereby acknowledged, has granted, bargained and sold to the said grantee, and grantee's heirs and assigns forever, the following described land, situate, lying and being in Pinellas County, Florida, to -wit: SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF. SUBJECT TO covenants, conditions, easements, restrictions and those matters as set forth on Exhibit `B" attached hereto, and subject to taxes for the year 2014 and subsequent years. Tax Parcel No. and said grantor hereby fully warrant the title to said land, and will defend the same against the lawful claims of all persons whomsoever. * "Grantor" and "grantee" are used for singular or plural, as context requires. IN WITNESS WHEREOF, Grantor has hereunto set grantor's hand and seal the day and year first above written. Signed, sealed and delivered in our presence: PARADISE GROUP, LLC, a Florida limited liability company By: PDG N, Inc., a Florida corporation, its managing member By: Name: Michael P. Connor, President Name: STATE OF COUNTY OF I HEREBY CERTIFY that on this day personally appeared before me, an officer duly authorized to take acknowledgements, Michael P. Connor as President of PDG IV, Inc., a Florida corporation, the managing member of PARADISE GROUP, LLC, a Florida limited liability company, who is personally known to me or who has produced as identification, and he is the person described in and who executed the foregoing Warranty Deed and he acknowledged then and there before me that he executed the same as such officer on behalf of such corporation as such managing member on behalf of said limited liability company for the purposes therein expressed; and that said Deed is the act and deed of said limited liability company. WITNESS my hand and official seal this day of , 2014. Name: Notary Public My Commission expires: EXHIBIT "E" (Definition of Terms) For purposes of this Agreement, the following terms defined in this Exhibit shall have the meanings attributed to them below except as herein otherwise expressly provided: "Applicable Laws" means any law, enactment, statute, code, ordinance, administrative order, charter, tariff, resolution, order, rule, regulation, guideline, judgment, decree, writ, injunction, franchise, permit, certificate, license, authorization, or other direction or requirement of any Governmental Authority, political subdivision, or any division or department thereof, now existing or hereafter enacted, adopted, promulgated, entered or issued. "Beach by Design" or "Plan" means the strategic redevelopment plan for Clearwater Beach adopted 2001, as subsequently amended by the City Council pursuant to the provisions of the Pinellas County Planning Councils Rules for the designation of a Community Redevelopment District, as amended. "City" means the City of Clearwater, Florida, a Florida municipal corporation. "City Council" means the governing body of the City. "City Parking Garage Standards" means the City's standards for the construction of public parking facilities. "Conceptual Plans" means the conceptual plans for the Project approved by the parties attached hereto as Exhibit "B ". "Developer" means, for the purposes of this Agreement, Paradise Group, LLC, a Florida limited liability company, and its successors and assigns. "Effective Date" means the date of approval and final execution of the Agreement by all parties. "Exhibits" means those agreements, diagrams, drawings, specifications, instruments, forms of inspections, and other documents attached and designated as exhibits to, and incorporated in and made a part of, this Agreement. "Governmental Authority" means any federal, state, county, municipal or other governmental entity or any instrumentality of any of them, having jurisdiction over the Project. "Land Development Regulations" means the Community Development Code, Comprehensive Plan, Beach by Design and related regulations applicable to the development of the Project in the City of Clearwater. "Non -Ad Valorem Revenues" means all revenues and taxes of the City derived from any source whatsoever other than ad valorem taxation on real and personal property, which are legally available and unrestricted for the payment of the [purchase price], subject to the provision and appropriation of adequate Non -Ad Valorem Revenues for the payment of essential governmental services of the City. "Parking Unit" means a commercial condominium unit consisting of city parking garage parking spaces and Developer parking garage spaces constructed in accordance with this Agreement and all City codes and regulations. "Permits" means all land development approvals, permits, and consents required to be granted, awarded, issued or given by any Governmental Authority under any Applicable Laws in order for construction of the Project, or any part thereof, to commence, continue or be completed. "Plans and Specifications" means the site plan for the Project to be filed with the City as required by the Land Development Regulations for the purpose of review and approval. "Protect" means, generally, the development and construction of a 10,000 square foot retail /commercial project with a commercial parking garage containing 642 parking spaces open to the public. The Project will consist of the Retail Unit(s) and the Parking Unit, as more particularly described in this Agreement. "Property" means that certain property located at 483 Mandalay Avenue, Clearwater, Florida , which is to be acquired by the Developer, which Property is more particularly described in the legal description attached as Exhibit "A" to this Agreement. "Retail Unit(s)" means 10,000 square foot retail /commercial unit.