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DEVELOPMENT AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DEVELOPMENT AGREEMENT KEN BURKE, CLERK OF COURT PiNELLAS COUNTY FLORiDA INST# 200706779302/27/2007 at 02:30 PM OFF REC BK: 15656 PG: 1434-1493 DocType:AGM RECORDI~JG: $511.50 THIS DEVELOPMENT AGREEMENT ("AGREEMENT") is dated =1~ ~ I. ~007, effective as provided in Section 5 of this Agreement, and entere~ TRIANGLE OLD BAY HOLDINGS, LLC, a Florida limited liability company ("DEVELOPER") and the CITY OF CLEARWATER, FLORIDA, a political subdivision of the State of Florida acting through its City Council ("COUNCIL"), the governing body thereof ("CITY"). R E C ! I A b S: A. Sections 163.3220 - 163.3243, Florida Statutes, which set forth the Florida Local Government Development Agreement Act ("ACT"). authorize the CITY to enter into binding development agreements with persons having a legal or equitable interest in real property located within the corporate limits of the City. B. Under Section 163.3223 of the ACT, the CITY has adopted Section 4-606 of the City of Clearwater Community Development Code ("CODE"), establishing procedures and requirements to consider and enter into development agreements. C. DEVELOPER owns approximately 5.18 acres m.o.1. of real property ("PROPERTY") in the corporate limits of the CITY, more particularly described on Exhibit "A" (Land Survey) attached hereto and incorporated herein. (4.98 acres of this land can be used for unit density, and the remaining 0.2 acres has 0 units allowed.) D. DEVELOPER desires to develop the Property as a mixed residential/retail development, consisting of not more than 358 residential units and 13,235 square feet of retail, with associated parking, generally conforming to that development approved by the CDB on November 21,2006 in Case No. FLD2006-05030. E. The PROPERTY currently has a land use designation of Central Business District and is zoned Downtown. F. The CITY and DEVELOPER have determined that it would be mutually beneficial to enter into a development agreement governing the matters set forth herein and have negotiated this AGREEMENT in accordance with the CODE and the ACT. G. The CITY has found that the terms of, and future development orders associated with, this AGREEMENT are consistent with the City Comprehensive Plan and the CODE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . STATEMENT OF AGREEMENT In consideration of and in reliance upon the premises, the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto intending to be legally bound and in accordance with the ACT, agree as follows: SECTION 1. RECITALS AGREEMENT. The above recitals are true and correct and are a part of this SECTION 2. INCORPORATION OF THE ACT This AGREEMENT is entered into in compliance with and under the authority of the CODE and the ACT, the terms of which as of the date of this AGREEMENT are incorporated herein by this reference and made a part of this AGREEMENT. Words used in this AGREEMENT without definition that are defined in the ACT shall have the same meaning in this AGREEMENT as in the ACT. SECTION 3. PROPERTY SUBJECT TO THIS AGREEMENT The PROPERTY is subject to this AGREEMENT. SECTION 4. OWNERSHIP The PROPERTY is owned in fee simple by DEVELOPER. See Exhibit "G" Ownership Information, Exhibit "G-1" Triangle Old Bay Holdings Merger, Exhibit "G-2" Entity Name Changes. SECTION 5. EFFECTIVE DATE/DuRATION OF THIS AGREEMENT 5.1 This AGREEMENT shall become effective as provided for by the ACT and upon the vacation of Osceola Ave. as described in Section 6.2.2. 5.2 This AGREEMENT shall continue in effect until terminated as defined herein but for a period not to exceed ten (10) years. SECTION 6. OBLIGATIONS UNDER THIS AGREEMENT 6.1 Obligations of the DEVELOPER 6.1.1. The obligations under this AGREEMENT shall be binding on DEVELOPER, its successors or assigns. 6.1.2. At the time of development of the PROPERTY, DEVELOPER will submit such applications and documentation as are required by law and shall comply with the City's CODE applicable at the time of development review. 6.1.3. PROPERTY: The following restrictions shall apply to development of the 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1.3.1 The PROPERTY shall be developed in conformance with that development approved by the COB on November 21, 2006 in Case No. FLD2006- 05030. The population density and maximum building intensity are shown in that approved development application. Specifically, the Property shall be developed in 3 phases. Phase 1 will commit the entire 5.18 acres. which at 50 units per acre (and 4.98 countable acres) has 249 units permitted. 116 units will be built in Phase 1, drawing 16 units from the Public Amenities Incentive Pool (so as to be eligible for extra height). 109 units will be built in Phase 2. drawing 1 unit from the Public Amenities Incentive Pool (for extra height). Phase 3 will have a 17 -story tower with 109 units, plus 24 units & 13,235 sf of retail space built on the east side of Osceola Ave, for a total in Phase 3 of 133 units, drawing 92 additional units and 13.235 square feet from the Public Amenities Incentive Pool, for a total of 109 units and 13,235 square feet of non-residential floor area from the Public Amenities Incentive Pool over the entire project. 6.1.3.2 Building height to the highest point of the finished flat roof surface of the 3 Island View condominium towers shall not exceed 180 feet above the mean site elevation. Building height to the top of parapet of the two (2) buildings comprising Harrison Village shall not exceed 48 feet above the mean site elevation for the Harrison Village Site. 6.1.3.3 The architectural style of the structures to be constructed on the Property shall be as shown on the renderings attached hereto as Exhibit "C." 6.1.3.4 Development of the Property shall be phased as set forth on Exhibits "01 ". "02" and "03" attached hereto and incorporated herein. In the event that Developer fails to meet the commencement and completion dates for each phase set forth on Exhibit "E" attached hereto. this Development Agreement shall terminate as it relates to the remaining phases. The Agreement shall remain in full force and effect for any completed phase or any phase timely commenced. For the purpose of this Agreement a phase shall be deemed to have commenced upon the issuance of a foundation permit and the start of physical construction of the foundation pursuant thereto. Completion of a phase shall mean the issuance of the certificate of occupancy for the shell of the structure or structures in the phase. 6.1.3.5 The parties acknowledge that it is conceivable that the Project will not proceed to full completion of all phases. Accordingly, DEVELOPER agrees that the 2.0 acre parcel of land described in Exhibit "H" (the "Exhibit "H" Property") hereto shall be dedicated to support the entitlements which comprise Phase 1, and shall remain encumbered by the provisions of this Development Agreement notwithstanding the amendment of the site plan for the balance of the Property. The deed restriction required by Paragraph 6.1.4 shall include said dedication and encumbrance. In the event Phases 2 and 3 are not developed, the "Exhibit "H" Property" shall be limited to the 116 units allowed in Phase 1. and the "Exhibit "H" Property" shall be encumbered by this restriction immediately upon the issuance of a building permit for Phase 1. 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1.3.6 Parking will be provided as required by Code for Phase 1 in the initial part of the parking structure built in Phase 1. 6.1.3.7 No certificate of occupancy shall be issued for each phase until the streetscaping for that phase has been substantially completed, as set forth in Exhibits "E", "E-1", "E-2" and"E-3" attached hereto and incorporated herein. Specifically this includes: Phase 1: Landscaping and hardscaping of: a) West side of Osceola Ave b) East side of Fort Harrison Ave between Jones Street and Georgia Street. Phase 2: Landscaping and hardscaping of: a) North side of Georgia Street b) Intersection of Jones St and Ft Harrison Ave Phase 3: Landscaping and hardscaping of: a) West side of Ft. Harrison Ave. between Georgia and Jones b) East side of Osceola Ave, south side of Georgia St. and north side of Jones Street, and Osceola crosswalks and midblock pedestrian plaza in Harrison Village; all as shown on Exhibit "0". c) Base of Georgia Street upgraded with landscaping and hardscaping. d) Intersection of Georgia St. and Ft Harrison Ave The parties agree that the obligation of DEVELOPER to construct the phase improvements described above is contingent upon Developer proceeding to construct each respective phase of the Project. 6.1.3.8. Existing Osceola shall be closed only upon completion by Developer of the conditional requirements of vacation ordinance # 7769-07, which conditions include: a) b) deeding property to the City of Clearwater for a new 50-foot R.O.W for Osceola Ave., completion of a temporary road (parallel to Ft. Harrison) available for use by emergency vehicles, and submission of a letter of credit (which letter of credit shall be reasonably acceptable to the City Attorney) to the City of Clearwater providing a financial guarantee that all required construction of and improvements to the relocated Osceola Avenue (including relocation of utilities at DEVELOPER'S sole cost) will be completed within two years of the effective date of the vacation ordinance. c) 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The applicant shall maintain the temporary road for use by emergency vehicles at all times during this two year period, until the new Osceola Ave has been completed. 6.1.4 Prior to issuance of the first building permit for the PROPERTY, Developer shall record a deed restriction encumbering the PROPERTY, which deed restriction shall be approved as to form by the City Attorney and which will generally describe the development limitations of this AGREEMENT. The deed restriction shall be perpetual and may be amended or terminated only with the consent of the CITY. 6.1.5 During construction of Phase 1 as described in Exhibit "E", that portion of the Property which is a part of Phase 3 and is known as the "Harrison Village property" will be used by DEVELOPER for construction-related uses and will initially contain a temporary emergency vehicle access road. This road will be operational until the completion and acceptance by City of the contemplated new portion of Osceola Avenue referenced in Paragraph 6.1.3.8. Once the new portion of Osceola Avenue is completed and accepted by the City, the temporary vehicle access road will be removed and the entire Harrison Village property will be used for construction staging purposes and other normal construction-related uses during the construction of Phases 1 and 2. In the event that a construction hiatus (defined as being a time gap between the date the Certificate of Occupancy is issued for the shell of the principal structure for each Phase and the date construction commences on the subsequent Phase) of more than 60 days occurs, DEVELOPER shall install and maintain landscaping improvements across the entire portion of the Property known as the "Harrison Village Property" consistent with all requirements of the City of Clearwater Land Development Code until construction commences on the subsequent Phase. In the event no such permit is issued for the subsequent Phase, DEVELOPER shall maintain the "Harrison Village Property" consistent with the Land Development Code. The Harrison Village Property is defined as the land bordered by Fort Harrison Avenue on the east, Georgia Street on the north, the relocated Osceola Avenue on the west and Jones Street on the south. 6.2. Obligations of the CITY 6.2.1 CITY will issue such building permits for the Property as are consistent with the Comprehensive Plan and that development approved by the CDB on November 21, 2006 in Case No. FLD2006-05030 and that meet the requirements of the CODE and that go through any applicable approval process. 6.2.2 The CITY shall consider the vacation of Osceola Avenue and the vacation of three drainage and utility easements and one ingress/egress easement as described in the related vacation request. The effectiveness of this Agreement is contingent on the requested 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vacation. SECTION 7. PUBLIC FACILITIES TO SERVICE DEVELOPMENT The following public facilities are presently available to the PROPERTY from the sources indicated below. Development of the PROPERTY will be governed by the concurrency ordinance provisions applicable at the time of development approval. With respect to transportation, the concurrency provisions for the proposed development have been met. 7.1. Potable water from the CITY. 7.2. Sewer service is currently provided by the CITY. 7.3. Fire protection from the CITY. 7.4. Drainage facilities for the parcel will be provided by DEVELOPER. 7.5 Reclaimed water from the CITY, if available. 7.6. Solid waste from the CITY. SECTION 8. REQUIRED LOCAL GOVERNMENT PERMITS The required local government development permits for development of the PROPERTY include, without limitation, the following: 8.1. Site plan approval(s) and associated utility licenses, access, and right-of-way utilization permits; 8.2. Construction plan approval(s); .8.3. Building permit(s); and 8.4. Certificate(s) of occupancy. SECTION 9. CONSISTENCY The CITY finds that development of the PROPERTY consistent with the terms of this AGREEMENT is consistent with the City Comprehensive Plan. SECTION 10. TERMINATION 10.1. If DEVELOPER'S obligations set forth in this AGREEMENT are not followed in a timely manner, as determined by the City Manager, after notice to DEVELOPER and an opportunity to be heard, existing permits shall be administratively suspended and issuance of new permits suspended until DEVELOPER has fulfilled its obligations. Failure timely to fulfill its obligations may serve as a basis for termination of this AGREEMENT by 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . the CITY, at the discretion of the CITY and after notice to DEVELOPER and an opportunity for DEVELOPER to be heard. SECTION 11. OTHER TERMS AND CONDITIONS 11.1. Except in the case of termination, until ten (10) years after the date of this AGREEMENT, the PROPERTY shall not be subject to downzoning, unit density reduction, or intensity reduction, unless the CITY has held a public hearing and determined: 11.1.1 That substantial changes have occurred in pertinent conditions existing at the time of approval of this AGREEMENT; or 11.1.2 This AGREEMENT is based on substantially inaccurate information provided by DEVELOPER; or 11.1.3 That the change is essential to the public health, safety or welfare. In the event of any such downzoning, unit density reduction, or intensity reduction for any other reason than as set forth in Section 11.1.2, the CITY will give DEVELOPER maximum access to the CITY'S Public Amenities Incentive Pool or other available density under the revised conditions, in order for DEVELOPER to retain as much of its entitlements under this Agreement as possible. To the degree that the number of allowed units is decreased, DEVELOPER'S obligations to provide streetscaping, public art, and other amenities in exchange for drawing from the CITY'S Public Amenities Incentive Pool shall be reduced proportionately. 11.2 Unavoidable Delay. 11.2.1 Any delay in performance of or inability to perform any obligation under this Agreement, including Exhibits hereto (other than an obligation to pay money) due to any event or condition described in Section 11.2.2 as an event of "Unavoidable Delay" shall be excused in the manner provided in this Section 11.2. 11.2.2 "Unavoidable Delay" means any of the following events or conditions or any combination thereof: (a) acts of God or significant natural disruptions, for example those caused by pestilence, epidemics, fire, lightning, hurricanes, earthquakes, tornadoes, floods or extremely abnormal and excessively inclement weather (as indicated by the records of the local weather bureau for a five-year period preceding the Effective Date); (b) litigation which has the effect of precluding reasonable satisfaction of the obligations of this Agreement; (c) significant social disruptions, for example those caused by acts of the public enemy; riot, insurrection, war, quarantine restrictions, freight embargoes, strikes, labor disturbance, or economic recession; (d) archaeological excavations required by law; (e) unexpected delays by third-party vendors, and unavailability of materials or services (for example insurance) after reasonable and timely attempts to procure same; (f) delays due to proceedings under Chapters 73 and 74, Florida Statutes; (g) restoration in connection with any of the foregoing; (h) or any 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . other cause beyond the reasonable control of the party performing the obligation in question, including, without limitation, such causes as may arise from the act of the other party to this Agreement, or acts of any governmental authority (except that acts of the City shall not constitute an Unavoidable Delay with respect to performance by the City). 11.2.3 An application by any party hereto for an extension of time pursuant to this subsection must be in writing, must set forth in detail the reasons and causes of delay, and must be filed with the other party to this Agreement within thirty (30) days following the occurrence of the event or condition causing the Unavoidable Delay or thirty (30) days following the party's becoming aware (or the date on which the party with the exercise of reasonable diligence should have become aware) of such occurrence. 11.2.4 A party hereto shall be entitled to an extension of time for an Unavoidable Delay only for the number of days of delay due solely to the occurrence of the event or condition causing such Unavoidable Delay and only to the extent that any such occurrence actually delays it from proceeding with its rights, duties and obligations under this Agreement affected by such occurrence. 11.2.5. Unavoidable delay shall not be applied to extend the duration of this agreement as provided in 5.2. SECTION 12. COMPLIANCE WITH LAw The failure of this AGREEMENT to address any particular permit, condition, term or restriction shall not relieve DEVELOPER from the necessity of complying with the law governing such permitting requirements, conditions, terms or restrictions. SECTION 13. NOTICES Notices and communications required or desired to be given under this Agreement shall be given to the parties by hand delivery, by nationally recognized overnight courier service such as Federal Express, or by certified mail, return receipt requested, addressed as follows (copies as provided below shall be required for proper notice to be given): If to DEVELOPER: Triangle Old Bay Holdings, LLC 305 North Fort Harrison Avenue Clearwater, FL 33755 With copy to: E. D. Armstrong '", Esquire Johnson, Pope, Bokor, Ruppel & Burns, LLP 911 Chestnut St. Clearwater, FL 33756 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . If to CITY: City Council of City of Clearwater c/o City Manager 112 South Osceola Avenue P. O. Box 4748 Clearwater, FL 33756 Properly addressed, postage prepaid, notices or communications shall be deemed delivered and received on the day of hand delivery, the next business day after deposit with an overnight courier service for next day delivery, or on the third (3rd) day following deposit in the United States mail, certified mail, return receipt requested. The parties may change the addresses set forth above (including the addition of a mortgagee to receive copies of all notices), by notice in accordance with this Section. SECTION 14. INTENTIONALLY OMITTED. SECTION 15. MINOR NON-COMPLIANCE DEVELOPER will not be deemed to have failed to comply with the terms of this AGREEMENT in the event such non-compliance, in the judgment of the City Manager, reasonably exercised, is a minor or inconsequential nature. SECTION 16. COVENANT OF COOPERATION The parties shall cooperate with and deal with each other in good faith and assist each other in the performance of the provisions of this AGREEMENT and in achieving the completion of development of the PROPERTY. SECTION 17. APPROVALS Whenever an approval or consent is required under or contemplated by this AGREEMENT such approval or consent shall not be unreasonably withheld, delayed or conditioned. All such approvals and consents shall be requested and granted in writing. SECTION 18. COMPLETION OF AGREEMENT Upon the completion of performance of this AGREEMENT or its revocation or termination, a statement evidencing such completion, revocation or termination shall be signed by the parties hereto and recorded in the official records of the CITY. SECTION 19. ENTIRE AGREEMENT This AGREEMENT (including any and all Exhibits attached hereto all of which are a part of this AGREEMENT to the same extent as if such Exhibits were set forth in full in the body of this AGREEMENT), constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof. SECTION 20. CONSTRUCTION The titles, captions and section numbers in this AGREEMENT are inserted for convenient reference only and do not define or limit the scope or intent and should not be used in the interpretation of any section, subsection or provision of this AGREEMENT. Whenever the context requires or permits, the singular shall include the plural, and plural shall include the singular and any reference in this AGREEMENT to DEVELOPER includes DEVELOPER'S successors or assigns. This 9 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . AGREEMENT was the production of negotiations between representatives for the CITY and DEVELOPER and the language of the Agreement should be given its plain and ordinary meaning and should not be construed against any party hereto. If any term or provision of this AGREEMENT is susceptible to more than one interpretation, one or more of which render it valid and enforceable, and one or more of which would render it invalid or unenforceable, such term or provision shall be construed in a manner that would render it valid and enforceable. SECTION 21. PARTIAL INVALIDITY If any term or provision of this AGREEMENT or the application thereof to any person or circumstance is declared invalid or unenforceable, the remainder of this AGREEMENT, including any valid portion of the invalid term or provision and the application of such invalid term or provision to circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and shall with the remainder of this AGREEMENT continue unmodified and in full force and effect. Notwithstanding the foregoing, if such responsibilities of any party thereto to the extent that the purpose of this AGREEMENT or the benefits sought to be received hereunder are frustrated, such party shall have the right to terminate this AGREEMENT upon fifteen (15) days notice to the other parties. SECTION 22. CODE AMENDMENTS Subsequently adopted ordinances and codes of the CITY which are of general application not governing the development of land shall be applicable to the PROPERTY, and such modifications are specifically anticipated in this AGREEMENT. SECTION 23. GOVERNING LAw This AGREEMENT shall be governed by and construed in accordance with the laws of the State of Florida without regard to the conflict of laws principles of such state. SECTION 24. COUNTERPARTS This AGREEMENT may be executed in counterparts, all of which together shall continue one and the same instrument. IN WITNESS WHEREOF, the parties have hereto executed this AGREEMENT the date and year first above written. [End of Substantive Provisions, Signature Page to follow.] 10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . WITNESSES: pri~&"'-=i>__ ~~~ Printed -N . . PM 'I j) VC-P 5t!?71/' Countersigned: ~(/'~ Frank V. Hibbard Mayor Approved as to form: TRIANGLE 0 D BAY HOLDINGS, LLC, a Florida imit d liability company ~ I By: ! ' CITY OF CLEARWATER, FLORIDA By: #)~~ William B. Homel! . Attest: 11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . STATE OF FLORIDA ) COUNTY OF PINELLAS ) The foregoing instrument was acknowledged before me this 15'" ~ be V""-f"\ 2007, by ~'^ t0~V.{' , as managing member of Triangle Old Bay Holdings, LLC, a Florida limited liability company, on behalf of the company, who ~ is personally known to me or who D produced as identification. ~e Print Name: K'" L CAVANAGH ~~ MY COMMISSION # 00620014 ...""" EXPIRI'S: [lecen'ber 05. 20 I 0 .... . Co. 14IIu.l-NOT^R STATE OF FLORIDA ) CITY OF PINELLAS ) The foregoing instrument was acknowledged before me this ~16f-P~9f- ~~ 2007, by Frank V. Hibbard, as Mayor of the City of Clearwater, Florida, who is personally known to me or who D produced identification. l~:I''''.~'r~ SANDRA HARRIGER f*f :~ MY COMMISSION # DO 278716 ~i'",,~o/ EXPIRES: January 4, 2008 'P.r..lli'" Bonded Thru Notary Public Undetwrlttra ~tL - ~,- Notary Public " Print Name: 'S~ ~J e.r STATE OF FLORIDA ) CITY OF PINELLAS ) The foregoing instrument was acknowledged before me this Jd~.:)\~~\* J ,2007, by William 8. Horne II, City Manager of the City of Clearwater, FlOrida, who 0' is personally known to me or who D produced identification. ..,..\\"'~"f',,, SANDRA HARRIGER f.rA~}. MY COMMISSION # DO 278716 ~~~.w EXPIRES: January 4, 2008 '~iif.."fp.~' Bonded Thru NIlCary Pullllc UncltrWltttla ~ l~-_ Notary Public v " Print Name: .5o'~ \~, r-'::~ 12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exhibits: "A": Legal Description of Property - see attached land survey "B": Concept Plan "C": Renderings attached "0-1" Phasing Plan - Phase 1 "0-2" Phasing Plan - Phase 2 "0-3" Phasing Plan - Phase 3 "E": Phasing Schedule "E-1" Phase 1 Streetscaping "E-2" Phase 2 Streetscaping "E-3" Phase 3 Streetscaping "F" Proof of Title to 24' Sliver of Land Purchased from Church of Scientology "G" Ownership Documentation - Triangle Old Bay Holdings "G-1" Triangle Old Bay Merger "G-2" Entity name changes "H" Phase 1 Dedicated Land 02/13/07 09:43 AM 45403.108701 #378904 v1 - Triangle/Development Agreement 13 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . >t E! ,,' ii ~ Ii ,~ ~. w' ~!*hj ! i 2~ ; ~ . fi *. gl Ii ~ i :iihe~, *i ;J ;- ; !i !f ~ j ~ i . 'J= 8~ ~i~! ; rlll!'1 II I; I' = ag .' Ii d ~ p !!i ~;P!n I :1i!!1;! II ;: ;15! !i !i ~ i' ~ n h Ii i i n~ ili I~~ i : ;li~~-I'~~ Ii ,.11 E:I;I p~ U ! II ~ ~ n ~ II! i ~il ! I i: I i g~;d _j.; ~~. ~'I' n ! 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'" .~ ; , ! ~s ~ ~ ~ ;~ - ~\Jf~l';_ ~ Ug ..;, - ~ ~ ~ . ~,g ~p . ~ ~H ! ~ e CICll'fW__~PHfIlI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RECF1Vc:n NO\J ~ 7 LUlJll ,1/1181;..,.; t..~"j}.Lor Tift;;.... ..,\~~ ~.,.,..".,.~.Jo.c;7..;:..... ,!-'.,." I _~/,..l..';. !J~$....' J/9f1.....?tn\ ~ ':. ~ "::- ~ . i' "c:::(lli I.;C':); ~-=- ........~ ..~':. ===- --... .....~. - ~~' ':.?...ri"~~ - 11'<:S,\'" ~ ~~'IJt#.".~'\;.;~ ..........)1TE~,_... '141111' CITY OF CLEARWATER PLANNING DEPARTMENT POST OFFICE Box 4748, CJJ:,ARWATER, FJ.OIlfDA 33758-4748 MUNICll'Al. SERVICES BUilDING, 100 SOUTH MYRTLE AVENUE, CLl'.AflWATER, FLORJDA 33756 TEI.EPHONE (727) 562-4567 FAX (727) 562-4865 loNG RANGE PI.ANNING DEVEI.OI'MENT REVIEW November 21, 2006 Mr. Thomas Coates 305 N. Fort Harrison Avenue Clearwater, Florida 33755 Re: FLD2006-05030 (410 N. Fort Harrison Avenue) Dear Mr. Coates: This letter constitutes a Development Order pursuant to Section 4-206.0.6 of the Community Development Code. On November 21, 2006, the Community Development Board (CDB) reviewed your Flexible Development application for a mixed-use development within the Downtown (D) District consisting of 358 attached dwellings and 13,235 square feet of non-residential floor area with increases in height to 48 feet (east side) and 180 feet (west side) as a Comprehensive Jntill Redevelopment Project as per Section 2-903.C of the Community Development Code. The CDB APPROVED the application with conditions based upon the following findings of fact and conclusions oflaw. Findings of Fact: 1. That the 5. 18 acre subject property is generally located on the west side of North Fort Harrison Avenue and bounded by Jones Street to the south, Georgia Street to the north and Clearwater Harbor to the west; 2. That the property is located within the Downtown (D) District and the Central Business District (CBD) and Preservation (P) Future Land Use Plan categories; 3. That the portion of the subject property (0.2 acres) located within the Preservation (P) Future Land Use Plan category does not generate density; 4. That the development proposal is subject to the requirements of the Clearwater Downtown Redevelopment Plan and the Design Guidelines contained therein as the property is located within the Old Bay character district; 5, That the development proposal is compatible.. with the. surrounding. area.. and will enhance .... other redevelopment efforts; and 6. That there are no outstanding Code Enforcement issues associated with the subject property. Conclusions of Law: 1. That the proposed use of 109 attached dwellings and 13,235 square feet of non-residential floor area from the Public Amenities Incentive Pool is consistent with the provisions of the Clearwater Downtown Redevelopment Plan; 2. That the proposed increases in height via the Public Amenities Incentive Pool from 40 feet to 48 feet (Harrison Village) and from 150 feet to 180 feet (Island View) are consistent with the provisions of the Clearwater Downtown Redevelopment Plan; 3. That the development proposal is consistent with the Downtown Design Guidelines; FUAt':K J hllllAllI l, MA\'IlH .lIlliI': Dlm,'N, C<llrM;lL\lI~\llU:H I\II,I..I()N~UN. 0 H rr;UI.~1E.\1I1EIl @ lie I\T 11.-\.\111:('( 1;\, CIll';\t:lL\IE.\lIIEll C\I~I.EN A. I'FTEI(SEN, C()t:;\t:lI.~IE.\1I1EI( "Et.llJAI. E~II'UlY~WNT Mm 1\I'I'III.\IATI\'1: I\{TION 1~~lI'I.{)YEIl" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . November 21,2006 FLD2006-05030 (410 N. Fort Harrison Avenue) Page 2 of3 4. That the development proposal is consistent with the Visions, Goals, Objectives and Policies of the Clearwater Downtown Redevelopment Plan and the Old Bay character district; 5. That the development proposal is consistent with the Standards and Criteria as per Section 2-903 of the Community Development Code; 6. That the development proposal is consistent with the Flexibility criteria as per Sections 2~903.B, 2-903.C and 2-903.N of the Community Development Code; and 7. That the development proposal is consistent with the General Standards for Level One and Level Two Approvals as per Section 3-913 ofthe Community Development Code. Conditions of Approval: 1. That prior to the issuance of any building permits, the civil drawings must be revised to remove the conflicting refuse enclosure detail; 2. That prior to the issuance of any building permits for vertical improvements, a Final Subdivision Plat must be recorded; 3. That prior to the issuance of any building permits, all Fire Department conditions are addressed; 4. That prior to the issuance of any building permits, all applicable open space/recreation impact fees are paid; 5. That prior to the issuance of any building permits, separate right-of-way permits must be acquired for any/all work within the rights-of-way of any of the adjacent street(s) that are assigned to the City; 6. That prior to the issuance of any building permits, the plans are revised so that all mechanical equipment is screened from view from rights-of-way per the requirements of Section 3-201.0.1 of the Community Development Code and the Design Guidelines of the Clearwater Downtown Redevelopment Plan; 7. That prior to the issuance of any building permits a notation must be added to the plans stating that all on-site utility facilities, whether they be existing or proposed, are to be placed underground as part of the redevelopment of the site; 8. That prior to issuance ofa Certificate of Occupancy, a condominium plat must be recorded; 9. That prior to issuance of a Certificate of Occupancy, the applicant must comply with the current Transportation Impact Fee Ordinance and fee schedule; 10. That Osceola Avenue shall remain open to use by the public at all times until vacation of the street is approved by the City Council. All work related to existing Osceola Avenue and the proposed new Osceola Avenue right-of-way shall be in accordance with the terms and conditions of the vacation ordinance, once approved; I I. That the final design and color of the building must be consistent with the conceptual elevations submitted to (or as modified by) the COB, and be approved by Staff; 12. That if the proposed project necessitates infrastructure modifications to satisfy site-specific water capacity and pressure requirements and/or wastewater capacity requirements, the modifications shall be completed by the applicant and at their expense and that if underground water mains and hydrants are to be installed, the installation shall be completed and in service prior to construction in accordance with Fire Department requirements; 13. That any/all wireless communication facilities to be installed concurrent with orsubsequenL to the construction of the subject development must be screened from view andlor painted to match the building to which they are attached, as applicable; 14. That any/all future signage must meet the requirements of Code and be architecturally integrated with tbe design of the building with regard to proportion, color, material and finish as part of a final sign package submitted to and approved by Staff prior to the issuance of any permits which includes: (a) All signs fully dimensioned and coordinated in terms of including the same color and font style and size; and (b) All signs be constructed of the bighest quality materials which are coordinated with the colors, materials and architectural style ofthe building; 15. That the first building permit must be applied for within one year of the Community Development Board approval (by November 21, 2007); . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . November 21,2006 FLD2D06-D5D30 (410 N. Fort Harrison Avenue) Page 3 of3 16. That this Flexible Development approval is subject to the vacation of the existing Osceola Avenue right-of- way by the City (Ordinance No. 7769-07); and 17. That this Flexible Development approval is subject to the approval of the associated Development Agreement with the City (DV A2006-00001). Pursuant to Section 4-407 of the Community Development Code, an application for a building permit shall be made within the time frames set forth in the Development Agreement, which still must be approved by the City Council (DV A2006-00001). All required certificates of occupancy must be obtained within the time frames set forth in the Development Agreement. Timeframes do not change with successive owners. The Community Development Coordinator may grant an extension of time for a period not to exceed one year and only within the original period of validity. The Community Development Board may approve one additional extension of time after the community development coordinator's extension to initiate a building permit application. The issuance of this Development Order does not relieve you of the necessity to obtain any building permits or pay any impact fees that may be required. In order to facilitate the issuance of any permit or license affected by this approval, please bring a copy of this letter with you when applying for any permits or licenses that require this prior development approval. Additionally, an appeal of a Level Two approval (Flexible Development) may be initiated pursuant to Section 4- 502.8 of the Community Development Code by the applicant or by any person granted party status within 14 days of the date of the COB meeting. The filing of an application/notice of appeal shaH stay the effect of the decision pending the final determination of the case. The appeal period for your case expires on December 5, 2006 (14 days from the date of the COB meeting). Should you have any questions, please do not hesitate to contact Robert G. Tefft, Planner III at (727) 562-4539 or via e-mail atrobert.te(ft(W.mvclearwater.com. Sincerely, ~~~~fr- Planning Director s: lP/mllli/lg Deparll//e/ltlC D BIFLEX (FLD) \llIactive or Fillished ApplicaliCJIlslFt Harrisoll Ave N 0410 -Is/alld View (D) - ApprovedIFt Harrisoll Ave N 410-Del'c/oplllelll Order / /-2I-06.doc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EXHIBIT A (((H060001991523))) AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into this 8th day of August, 2006, by and between TRIANGLE OLD BAY HOLDINGS, LLC, ("Triangle"), GEORGIA STREET PROPERTIES, LLC ("Georgia Streef'), ISLAND VIEW PROPERTIES, LLC ("Island View"), TRIANGLE S.A. LAND, LLC ("Triangle S.A.") and HARRISON VILLAGE PROPERTIES, LLC ("Harrison"), all being limited liability companies organized and existing under the laws of the State of Florida. Triangle, Georgia Street, Island View, Triangle S.A. and Harrison are sometimes collectively referred to in this Agreement as the "Constituent Companies" and are sometimes referred to individually as a "Constituent Company." WI TN ESS E TH: WHEREAS, the manager or member, as the case may be, of each Constituent Company deems it advisable and for the general welfare of such company and its members that Georgia Street, Island View, Triangle S.A. and Harrison merge with and into Triangle, pursuant to this Agreement and the applicable laws ofthe State of Florida; and WHEREAS, upon the Effective Date of the merger, Triangle shall be the surviving entity. NOW, THEREFORE, the Constituent Companies, in consideration of the premises and the mutual covenants, agreements and provisions hereinafter contained, do hereby agree upon and prescribe the terms and conditions of said merger and the method of carrying the same into effect in this Agreement as follows: ARTICLE I PLAN OF MERGER The Constituent Companies have agreed and do hereby agree each with the other that Georgia Street, Island View, Triangle S.A. and Harrison shall be merged with and into Triangle. Triangle shall be the surviving company in the merger and shall be governed by the laws of the State of Florida, which state shall continue to be its domicile. ARTICLE II EFFECTIVE DATE The merger provided for in this Agreement shall become effective and the Constituent Companies shall be deemed to have merged as of date and time the Certificate of Merger is filed by the Department of State of the State of Florida. (the "Effective Date"). (((H060001991523))) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (((H060001991523))) ARTICLE III MANNER OF CONVERTING INTERESTS Pursuant to the merger, all of the outstanding membership interests of Georgia Street, Island View, Triangle S.A. and Harrison will be cancelled. No new membership interests in Triangle will be issued. Each membership interest in Triangle that is outstanding on the Effective Date shall continue and remain unchanged. ARTICLE IV EFFECT OF THE MERGER 4.1 Existence. On the Effective Date, the separate existences of Georgia Street, Island View, Triangle S.A. and Harrison shall cease and they shall be merged with and into Triangle. Thereupon, the title to all real estate and other property, or any interest therein, owned by each of Georgia Street, Island View, Triangle S.A. and Harrison shall be vested in Triangle without further act of deed and without reversion or impairment. Triangle shall thenceforth be responsible and liable for all the liabilities and obligations of Georgia Street, Island View, Triangle S.A. and Harrison. 4.2 Articles of Organization. The Articles of Organization of Triangle, in effect on the Effective Date, shall continue in full force and effect as the Articles of Organization of Triangle and shall not be changed or amended by the merger. 4.3 Operating Agreement. The Operating Agreement of Triangle, as in effect on the Effective Date, shall continue in full force and effect as the Operating Agreement of Triangle and shall not be changed or amended by the merger. ARTICLE V GENERAL PROVISIONS 5.1 Entire Agreement. This Agreement constitutes the entire Agreement between the parties and supersedes and cancels any other agreement, representation or communication, whether oral or written, among the parties hereto relating to the transactions contemplated herein or the subject matter hereof. 5.2 Headings. The headings in the Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. 5.3 Expenses. Triangle shall pay all expenses of carrying this Agreement into effect and of accomplishing the merger. 5.4 Counterparts. This Agreement may be simultaneously executed in several counterparts, each of which as executed shall be deemed to be an original; and such counterparts shall together constitute one and the same instrument. 2 (((H060001991523))) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (((H060001991523))) IN 'VITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above. TIUANGLE OLD BAY HOLDINGS, LLC a Florida limited liability company By: Triangle Property Ho1dings~ LLC Its: Managing Member By: Ron Pollac~ . ana +. g By: ;(j, B7llf9er'M' a' Member GEORGIA STREET PROPERTIES, LLC a Florida limited liability company By Triangle.Old Bay Holdings, LLC Its: Sole Member By: BenT< ISLAND VIEW PROPERTIES, LLC a Florida limited liability company By Triangle Old Bay Holdings, LLC Its: Sole Member By: Triangle Property Holdings, LLC Its: Managing Member 3 (((H060001991523))) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (((H060001991523))) TRIANGLE S.A. LAND, LLC a Florida. limited liability compmIy BY:~ Ron Pollackt Manager HARRISON Vll,LAGE PROPERTIES, LLC a Florida limited liability company By Triangle Old Bay HoldingSt LLC Its: Sole Member 16771 64vl 4 (((H060001991523))) . . . . . . . . . . . . . . . . . . . . . . . . . I ./ . --I . . . . . . . . . . . . NOT A SURVEY . . . SKETCH & DESCRIPTION . LINE LINE TABLE BEARING L1 SOUTH L2 EAST L3 SOU TH L4 EAST L5 NORTH L6 EAST L7 NORTH L8 EAST L9 NORTH L10 WEST L11 RTH L 12 ST L1 ORTH DISTANCE 6.00' 28.66' 11.89' 45.49' 33.88' 4.83' 16.23' 5.4" 1 .33' 5.4" 16.23' 4.83' 33.88' o 50 I ~ I SCALE: 1"= 1 00' 100 SECTION 9 TOWNSHIP 29S, RANGE 15E PINELLAS COUNTY, FLORIDA PROJECT NUMBER 3324-02 .l..E.GEtm. BNDY - BOUNDARY COR - CORNER OR - OFfICIAL RECORDS BOOK PB - PLAT BOOK PG - PAGE POB - POINT OF BEGINNING POC - POINT OF COMMENCEMENT R/W - RIGHT-OF-WAY SR - STATE ROAD US - UNITED STATES P.O.C. NORlHEAST CORNER LOT 1 .EANNIE CATES SUBDIVISION P.B. 1. PAGE 64 I I I 1- ~ I / ~_.~(~ r---':' 0 /11 0:: 0:: ['0 c \ L, f I IF --, :i_- c) II---+- I f- -+ 8 SOUJHEBLY...R/W 8040' 45"W ~ 150.03' ~ ~ I LOT 1 ~ 6 ~~ A.B. J CA'IB ~ SllBDL\ ION P.B. 1 PG. 6f I LOT 2 ~ ~l t- LOTJ --I ~ 1UNJ I ~ ~ A JTION Of _RNJ ~ :- LOT 4 A PART OF SECllON o 9, TOWNSHIP 29 SOUlH, ~ ~ RANl15 EAST ~ <( j!: 5- 3 ~I;r z EaI~11 2 &: 3 BLOCK ~ <( LOT 8 a.. 9044'18"W 225.56' ~I L BERGENS REPLAU a.. P.B. 26 PG. 41 I I 8t~IJ~ S ~t~~ION JrF I I LOT A NICH SON'S :iDOl ON T ;, L TO ARWATER H RBOR 21 L ~ P.B. 1 P .13 --HILLS ORQUGH NORlHERL Y R/W UNE JONES ~I (UNDER CONSTRUCllON) --t ...- 9 A. B. & JENNIE CATES SUBDMSION PB1,PG64 10 . . .0 S89059'22"W 167.07' ~ . o ~- - I"- 00> LO' bl') o (/) SHEET 1 OF 2 1/19/07 DHR DDF ISLAND VIEW A CONDOMINIUM DUA~C' 1 POLARIS ASSOCIATES INC. PROFESSIONAL SURVEYING LB 6113 18850 U.S HIGHWAY 19 SUITE 500 r/~A~WA~~ ~/n~InA ~~7RA. ITEM DATE BY QC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DESCRIPTION SECTION 9 TOWNSHIP 29S, RANGE 15E PINELLAS COUNTY, FLORIDA PROJECT NUMBER 3324-02 A PORTION OF LOTS 1 THROUGH 7 OF A.B. & JENNIE CATES SUBDIVISION, AS RECORDED IN PLAT BOOK 1 PAGE 64 OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA AND A PORTION OF GOVERNMENT LOT 4 IN SECTION 9, TOWNSHIP 29 SOUTH, RANGE 15 EAST AND A PORTION OF A VACATED ALLEY PER O.R. BOOK 7546, PAGE 607 OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA, AND A PORTION OF LOTS 2 AND 3 BLOCK 2 OF JONES SUBDIVISION OF NICHOLSON'S ADDITION TO CLEARWATER HARBOR AS RECORDED IN PLAT BOOK 1 PAGE 13, PUBLIC RECORDS OF HILLSBOROUGH COUNTY OF WHICH PINELLAS COUNTY WAS FORMERLY A PART AND A PORTION OF THE EXISTING RIGHT-OF-WAY OF OSCEOLA AVENUE NORTH AND A PART OF SECTION 9, TOWNSHIP 29 SOUTH, RANGE 15 EAST AND LOT A AND B OF CLOVIS C. LUTZ SUBDIVISION AS RECORDED IN PLAT BOOK 35, PAGE 76 OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA AND A VACATED ALLEY LYING NORTH OF LOT A OF SAID CLOVIS C. LUTZ SUBDIVISION, ALL BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHEAST CORNER OF SAID LOT 1 OF JENNIE CATES SUBDIVISION, ALSO BEING THE INTERSECTION OF THE SOUTHERLY RIGHT-OF-WAY LINE OF GEORGIA STREET AND THE WESTERLY RIGHT-OF-WAY LINE OF NORTH FORT HARRISON AVENUE THENCE ALONG THE SOUTHERLY RIGHT-OF-WAY LINE OF GEORGIA STREET S.88'40'45"W., 150.03 FEET TO THE POINT OF BEGINNING; THENCE S.00'16'19"E., 421.80 FEET; THENCE N.89'44'18"W., 225.56 FEET; THENCE S.00'50' 40"W., 3.97 FEET; THENCE ALONG THE SOUTHERLY BOUNDARY OF LOT B OF SAID CLOVIS C. LUTZ SUBDIVISION BY THE FOLLOWING THREE COURSES: 1 - S.89'59'22"W., 167.07 FEET; 2 - THENCE N.00'08'39"W., 13.65 FEET; 3 - THENCE S.89'59'22"W., 77.69 FEET; THENCE ALONG THE MEAN HIGH WATER LINE OF CLEARWATER HARBOR BY THE FOLLOWING COURSE: 1 - N.13'38'13"E., 76.07 FEET; N.88'39'45"E., 31.58 FEET; THENCE N.32'49'39"E., 53.01 FEET; THENCE N.63'41'46"W., 31.55 FEET; THENCE N.89'59'17"E., 210.46 FEET; THENCE N.00'16'19"W., 7.61 FEET; THENCE EAST, 70.70 FEET; THENCE SOUTH, 6.00 FEET; THENCE EAST, 28.66 FEET; THENCE SOUTH, 11.89 FEET; THENCE EAST, 45.49 FEET; THENCE NORTH, 33.88 FEET; THENCE EAST, 4.83 FEET; THENCE NORTH, 16.23 FEET; THENCE EAST, 5.41 FEET; THENCE NORTH, 17.33 FEET; THENCE WEST, 5.41 FEET; THENCE NORTH, 16.23 FEET; THENCE WEST, 4.83 FEET; THENCE NORTH, 33.88 FEET; THENCE WEST, 48.82 FEET; THENCE NORTH, 167.56 FEET TO THE POINT OF BEGINNING. CONTAINING 2.029 ACRES MORE OR LESS. NOTES 1. BEARINGS ARE BASED ON THE EAST RIGHT-OF-WAY LINE OF OCEOLA AVENUE ASSUMED AS NOO'50'51 "E. 2. LEGAL DESCRIPTION WAS PREPARED BY POLARIS ASSOCIATES, INC. 3. RE-USE OF THIS SKETCH FOR PURPOSES OTHER THAN WHICH IT WAS INTENDED, WITHOUT WRITTEN VERIFICATION, WILL BE AT THE RE-USERS SOLE RISK AND WITHOUT LIABILITY TO THE SURVEYOR. NOTHING HEREIN SHALL BE CONSTRUED TO GIVE ANY RIGHTS OR BENEFITS TO ANYONE OTHER THAN THOS E CE RTlFIE D TO. 4. THIS SKETCH IS NOT INTENDED TO SHOW THE LOCATION OR EXISTENCE OF ANY JURISDICTIONAL, HAZARDOUS OR ENVIRONMENTALLY SENSITIVE AREAS. 5. THIS SKETCH WAS PREPARED WITHOUT THE BENEFIT OF AN ABSTRACT OF TITLE AND MAY BE SUBJECT TO EASEMENTS, RESTRICTIONS, RIGHTS-OF-WAY AND OTHER MATTERS OF RECORD. CE RTIf'ICATION I HEREBY CERTIFY THAT THE SKETCH REPRESENTED HEREON MEETS THE MINIMUM TECHNICAL STANDARDS SET FORTH BY THE FLORIDA BOARD OF PROFESSIONAL LAND SURVEYORS IN CHAPTER 61G17-6, FLORIDA ADMINISTRATIVE CODE, PURSUANT TO SECTION 472.027 FLORIDA STATUTES. SKETCH & DESCRIP1l0N ~/19/07 DHR DDF ISLAND VIEW A CONDOMINIUM DUA~C' 1 DAN H. RIZZUTO PROFESSIONAL SURVEYOR AND MAPPER LS 5227, STATE OF FLORIDA SHEET 2 OF 2 1-+ POI..ARIS ASSOCIATES INC. PROFESSIONAL SURVEYING LB 6113 18850 U.S HIGHWAY 19 SUITE 500 r/~4~W4n::~ ~/n~1n4 "l["l[7I1A NOT A SURVEY ITEM DATE BY QC . . . . . . !. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . z <( --.J e.. l- e.. w () z o () I CO +-' .- ..c .- ..c >< W . . i. '. . Ie . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . , I . .. I . .. .. I . . I :. . . . . . . . . . . . . . . . . . . . . I . . I . I . . . . . . . . I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , ,~ - o! . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ~ . . I. I. I. '. I- '7 · 0 . +"" . . . . . c co a.. C) c .00 co ..c a.. 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EXHIBIT "F" ~ 185.31 va . 0 10. ......v oN o REVISED Z07/28/06 I I - _ _ I~ JOHES SU9Dl~ON OF I LOT 1 Ji%~m;S=cWt..r'11 BLOCK 2 I PC.13 HUSBMOUQl COONT'r' SECTION 9 TO\\NSHIP 29 S, RANGE 15E PINELLAS COUNTY. FLORIDA PROJECT NUMBER 3324-02 GEORGIA SlREET SOU1H RIGHT OF WA Y UNE 8 ----I 9 ----1 ~I"\ IU A. 8. &. JE~mIE GATES SUBDIVISION ~ P8 1, PG 54 -- ---- -J --- --- A PART OF SECT10N 9, TOWNSHIP 29 ~ SOUTH. RANGE 15 EAST o I A PART OF SEC710N 9, TOWNSHIP 29 SOUTH, RANGE 15 EAST -L~ 60 30 0 ~ ~-I- SCALE: 1 "=60' PARCEL FOUR ~ ~ I I VACA TED 10' ALLEY LOT A PARCEL DATE 08/10/06 OB/24/06 PORllON OF PARCEL IV POLARIS ASSOCIATES INC. PROFESSIONAL SURVEYING LB 6113 1BBSO U.S HIGHWAY 19 N. sum:: soo ,.., t:'A~UlA=~ r:I nQlnA ""7';;1 ETCH & DESCRIP1l0N VISED ~ I Ii! 18~ 40'4S"W 150,03' LOT 7 I I I-- I LOT 1 I I I LOT 6 I-~ <: "---- -- - -i ::!I ~--- I ei~ fJ A.B. .l" JENNIE C TES tl.:~_ LOT 2 SUBDIVISION I )..~ . L&.I P.B. 1 PG. 6 l~~~ ::::>> LOT 5 ~ ~ Q:::J SL-- -- J <:~ ~~~ < -- ~~~ ~ II i~ LOT J L LOT 4 ~c:S CJ PLA T LINd. en 0 -- --- m F= " r...: ~ m 1'1 "'t-Clj~ Z W w 0 Z ~ g~~~ ~ 0 Ol ~1-~&l1Li I- -..l CD -.J W ~~1Il ~ 1 ...... u ~ ~~~~ b w 0 U 0:: ~ !!iQ:~~ Vl 0::: <( <( a.. 8~lIt:~ a.. ~e L DRA~ ~CE AND UTlUTY EASEMENT ~CA7FD ALLEY PER O.R. OOK 7546, PGS. 807-608 --- ~ -=- -=- -=- - ~' I JNGkESS GRESS EASEMENT PER O. 800 7540 PGS. 275-278 . - ---- - --- DRAl :4GE AND UTlUTY EASEMENT VACA7E'D ALLEY PER 00 ~ '--r(1 . O. :~~.~~'9 PGS. 319-321 . i.c! \J' ...... LOTB ~.... . N~, I %~~Gf:0 ~~:~~ K~:J- I "l,'j':_ :- . ' LOT A SHEET 1 OF 2 .. . . SECTION 9 TOWNSHIP 29 S. RANGE 15E PINELLAS COUNTY, FLORIDA PROJECT NUMBER 3324-02 DESCRIPTION PORTION OF PARCEL IV A PORTION OF SECTION 9, TOWNSHIP 29 SOUTH, RANGE 15 EAST, PINELLAS COUNTY, FLORIDA, AND A PORTION OF LOTS 2 AND 3 OF JONES SUBDIVISION OF NICHOLSON'S ADDIllON TO CLEARWATER HARBOR AS RECORDED IN PLAT BOOK 1, PAGE 13 OF HILLSBOROUGH COUNTY, FLORIDA, OF WHICH PINELLAS COUNTY WAS FORMERLY APART, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHEAST CORNER OF SAID LOT 1 OF JENNIE CATES SUBDIVlS10N, AS RECORDED IN PLAT BOOK I 1, PAGE 64 OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA, ALSO BEING THE INTERSECTION OF THE SOUTHERLY RIGHT-OF-WAY LINE OF GEORGIA STREET AND THE WESTERLY RIGHT-OF-WAY LINE Of NORTH FORT HARRISON AVENUE; THENCE ALONG THE SOUTHERLY RIGHT-Of-WAY LINE OF GEORGIA STREET S.88'40'4S"W., 150.03 FEET; THENCE LEAVING SAID LINE, 5.00'16'19"E., 397,79 FEET TO THE POINT OF BEGlNNINGj THENCE CONTINUE S.00'16'19"E., 24.00 FEET; THENCE N.89'44'18"W., 185.55 FEET; THENCE N.OOiS'42"E., 24.00 FEET; THENCE I S.89'44'18"E., 185.31 FEET TO THE POINT OF BEGINNING. I CONTAINING 0.102 ACRES. MORE OR LESS. NOT E S 1. BEARINGS ARE BASED ON THE WEST RIGHT-OF-WAY LINE OF OSCEOLA AVENUE, BEING ASSUMED AS S0016'19"E. 2. LEGAL DESCRIPTION WAS PREPARED BY POLARIS ASSOCIATES. INC. 3. RE-USE OF THIS SKETCH FOR PURPOSES OTHER THAN \!MICHIT WAS INTENDED, WITHOUT WRITTEN VERIFICATION, WILL BE AT 11-lE RE-USERS SOLE RISK AND WITHOUT LIABILITY TO THE SURVEYOR. NOTHING HEREIN SHALL BE CONSTRUED TO GIVE ANY RIGHTS OR BENEFITS TO ANYONE 011-lER THAN THOSE CERTIFIED TO. 4. THIS SKETCH IS NOT INTENDED TO SHOW THE LOCATION OR EXISTENCE OF ANY JURISDICTIONAL, HAZARDOUS OR ENVIRONMENTALLY SENSl1lVE AREAS. 5. THIS SKETCH WAS PREPARED WlTI-lOUT lHE BENEFIT OF AN ABSTRACT OF TITLE AND MAY BE SUBJECT TO EASEMENTS. RESTRICTIONS, RIGHTS-OF-WAY AND OTHER MATTERS OF RECORD. CERTIFICATION I HEREBY CERTIFY THAT THE SKETCH REPRESENTED HEREON MEETS THE MINIMUM TECHNICAL STANDARDS SET FORTH BY THE FLORIDA BOARD OF PROFESSIONAL LAND SURVEYORS IN CHAPTER 61G17-6, FLORIDA ADMINISTRATIVE CODE, PURSUANT TO SECTION 472.027 FLORIDA STAlUTES. NOT A SURVEY 1 ..: ,; . . v' . -. ,.....- [.; (/. '''.-. . ~ OHN O. DIEHL L/PROFESSIONAL SURVEYOR LS 4053, STATE OF FLORIDA SHEET 2 OF 2 DAlE ETCH & DESCRIPTION 08/10/06 EVlSED 08/24/06 PORTlON OF PARCEL IV POLARIS ASSOCIATES INC. PROFESSIONAL SURYE:Y1NG La 6113 18850 U.s. HIGHWAY 19 N. SUITE 500 J"'I r"ADWA =0 ~ nomA ~"7I':d . From: 850-205-0381 Page: 1/2 Date: 8/9/2006 12:22:49 PM - .HHHHH.~H~~~HHRHRBH~~B -a . :i e o(jf(, H :, ~tat. -.;--;- ~=.;-> Ol!lb R .~ e;J! - a H .~ ~ ~ ~ ..B R ~ irpartUlPttt of ~tat r U .~ ~ .~ ~ ~ I certify the attached is a true and correct copy of the Certificate of ~ .~ Merger or Articles of Merger, filed on August 8, 2006, for TRIANGLE OLD ~ .~ BAY HOLDINGS, LLC, the surviving Florida entity, as shown by the records ~ .B of this office. a .~ I further certify the document was electronically received under FAX aUdit~ ~ number H06000199152 and this certificate issued in accordance with section~ .~ 15.16, Florida Statutes, and authenticated by the code noted below. Hgu .~ ~ ~ The document number of this limited liability company is L05000054976. ~ .~ ~ .~ ~ _~ Authentication Code: 906A00049499-080906-L05000054976-1jl ~ .~ H .~ ~ .~ ~ .~ ~ .H H _Ie ~ .c ~ .n ~ .~ I .~ ~ ._~ Given under my hand and the ~ ~ Great Seal of the State of Florida, ~ ~ at Tallahassee, the Capital, this the ~ .~ Ninth day of August, 2006 ~ .H 10 :a .. 'S"....... ~. Col.!. :I .H ~ue jllll. Q}:J;Jbb R -H 6~~~~ I .g~~~-~~~~Q~~~~~~~~~~~~~ .~~~~~~~~~~~~~~~~~~ This fax was received by GFI FAXmaker fax server. For more information, visit: htip:llwww.gfi.com . . . . I. I. . . . . . I. I I. I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (((H060001991523))) CERTIFICATE OF MERGER OF GEORGIA STREET PROPERTIES, LLC (a Florida limited liability company) and ISLAND VIEW PROPERTIES, LLC (a Florida limited liability company) and TRIANGLE S.A. LAND, LLC (a Florida limited liability company) and HARRISON VILLAGE PROPERTIES, LLC (a Florida limited liability company) with and into TRIANGLE OLD BAY HOLDINGS, LLC (a Florida limited liability company) Pursuant to Sections 608.4382 of the Florida Limited Liability Company Act Pursuant to Section 608.4382 of the Florida Limited Liability Company Act, this Certificate of Merger provides as follows: ARTICLE I State of Organization~ Surviving Company 1.1 The name and state of organization of each of the constituent companies of the merger is as follows: Name State of Organization Florida Florida Florida Florida Florida Georgia Street Properties, LLC Island View Properties, LLC Triangle S.A. Land, LLC Harrison Village Properties, LLC Triangle Old Bay Holdings, LLC 1.2 Triangle Old Bay Holdings, LLC, a Florida limited liability company, shall be the surviving entity. (((H060001991523))) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (((H060001991523))) ARTICLE II A2reement and Plan of Mer2er The Agreement and Plan of Merger providing for the merger of the above entities is attached hereto as Exhibit A. ARTICLE III Approval of the Plan 3.1 In accordance with Florida Law and the operating agreement of Georgia Street Properties, LLC, the sole member of Georgia Street Properties, LLC approved and adopted the Agreement and Plan of Merger on August 8, 2006. 3.2 In accordance with Florida Law and the operating agreement of Island View Properties, LLC, the sole member of Island View Properties, LLC approved and adopted the Agreement and Plan of Merger on August 8, 2006. 3.3 In accordance with Florida Law and the operating agreement of Triangle S.A. Land, LLC, the managing member of Triangle S.A. Land, LLC approved and adopted the Agreement and Plan of Merger on August 8, 2006. 3.4 In accordance with Florida Law and the operating agreement of Harrison Village Properties, LLC, the sole member of Harrison Village Properties, LLC approved and adopted the Agreement and Plan of Merger on August 8, 2006. 3.5 In accordance with Florida Law and the operating agreement of Triangle Old Bay Holdings, LLC, the managing member of Triangle Old Bay Holdings, LLC approved and adopted the Agreement and Plan of Merger on August 8,2006. ARTICLE IV Effective Time of Mer2er This merger shall become effective on the date and time this Certificate of Merger is filed by the Department of State of the State of Florida. [Signature Pages Follow] 2 (((H060001991523))) . . . . . . !. . i. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (((H060001991523))) IN WITNESS \VHEREOF, the undersigned have caused this Certificate of Merger to be executed this 8 t h day of Au 9 us t , 2006. GEORGIA STREET PROPERTIES, LLC a Florida limited liability company By Triangle Old Bay Holdings, LLC Its: Sole Member By: Triangle Property Holdings, LLC Its: Managing Member ISLAND VIEW PROPERTIES, LLC a Florida limited liability company By, Triangle Old Bay Holdings, LLC Its:- -Sole Member TRJANGL.E S.A. LAND, LLC a Florida limited liability company /l /) By: ~ Ron Pollack, Manager ~ 3 (((H060001991523))) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exhibit G - Ownership Documentation DEVElOPMENT COMPANY August 22, 2006 City of Clearwater This letter is to clarify the intent with regards to certain properties owned by Triangle Old Bay Holdings LLC ("Old Bay"). Old Bay's majority owner is Ron Pollack, and it is managed by Triangle Property Holding LLC, which is jointly owned by Ron Pollack and Ben Kugler. Thus both Ron Pollack and Ben Kugler act as managing members of Triangle Old Bay Holdings LLC. Specifically at this time the property parcels marked below as 1, 2, 10 & 4 are being developed. The thin strip of land dividing 4 in two is the proposed new Osceola Ave, which we plan to dedicate to the city. Properties 1,2, 10 and the part of property 4 west of the new Osceola Ave will be deeded to Island View Condominiums. Data 00 properties bei02 developed bv Tria021e Old Bav Holdi02S: .. I ~ \ ~ ~, Ji l.. ~ \~. 0 ..J~ . \ \ "'A.~ .. 1 I I ,Rd;t; ........-". Clearwater l Q "3 .. :l o .,. ---.I 1 - ___(]"lQW,9.:i.90 ~--.r- Ld.-Pm~ II I lnll 'II (. t . . . . . I: I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (((H060001991523))) HARRISON VILLAGE PROPERTIES, I..LC a Florida limited liability company By Triangle Old Bay Holdings, LLC Its: Sole Member TRIANGLE OLn BAY HOLDINGS, LLC a Florida limited liability company By: Be 4 (((H060001991523))) From: 850-205-0381 Page: 1/2 Date: 8/9/2006 12:22:49 PM . ~~~~~~~~~~~~~~~~ G~J- ~~~~~ri~~~~~~~~~~~________"'..~UU~rMU~r1~ a f~ R i tt_-~-~ 10 ' , Ii ~ta :':> '~, ..::;.' - ~-::., l!l)..,a R ~ (!f!:JJ........... ~ 1:P ~ ~~c ~ ~a ~ ~ it.partmpnt of ~tatt ~ ~ ~ u ~ jl1C I certify the attached is a true and correct copy of the Certificate of ~ ~~t: Merger or Articles of Merger, filed on August B, 2006, for TRIANGLE OLD ~ a BAY HOLDINGS, LLC, the surviving Florida entity, as shown by the records ~ ' C of this office. I' ~C ~ I further certify the document was electronically received under FAX audit II ~ number H06000199152 and this certificate issued in accordance with section~ttC ~ 15.16, Florida Statutes, and authenticated by the code noted below. R ~ ~ ~ The document number of this limited liability company is L05000054976. ~ ~ ~ ~ ~ ~ Authentication Code: 906A00049499-0B0906-L05000054976-1/1 ~ ~ R ~ R ~ R ~ R ~ ~ ~ R B R a a t s-~ ~. Ce~~ a R h.~ P R g,ttrtt!tp of g,Wt I H~EIr>~~~~~~~~HH_~HHHH~ This fax was received by GFI FAXmaker fax server. For more information, visit: http://wvvw.gfLcom Given under my hand and the Great Seal of the State of Florida, at Tallahassee, the Capital, this the Ninth day of August, 2006 ! f I I (((H060001991523))) CERTIFICATE OF MERGER OF GEORGIA STREET PROPERTIES, LLC (a Florida limited liability company) and ISLAND VIEW PROPERTIES, LLC (a Florida limited liability company) and TRIANGLE S.A. LAND, LLC (a Florida limited liability company) . and HARRISON VILLAGE PROPERTIES, LLC (a Florida limited liability company) with and into TRIANGLE OLD BAY HOLDINGS, LLC (a Florida limited liability company) Pursuant to Sections 608.4382' of the Florida Limited Liability Company Act Pursuant to Section 608.4382 of the Florida Limited Liability Company Act, this Certificate of Merger provides as follows: ARTICLE I State of On!anization; Survivin2 Company 1.1 The name and state of organization of each of the constituent companies of the merger is as follows: Name Georgia Street Properties, LLC Island View Properties, LLC Triangle S.A. Land, LLC Harrison Village Properties, LLC Triangle Old Bay Holdings, LLC State of Organization Florida Florida Florida Florida Florida 1.2 Triangle Old Bay Holdings, LLC, a Florida limited liability company, shall be the surviving entity. (((H060001991523))) -,./ I I [ I ! I I I I i j I 1 I , I I j i (((H060001991523))) ARTICLE II Aereement and Plan of Mereer The Agreement and Plan of Merger providing for the merger of the above entities is attached hereto as Exhibit A. ARTICLE III Approval of the Plan 3.1 In accordance with Florida Law and the operating agreement of Georgia Street Properties, LLC, the sole member of Georgia Street Properties,. LLC approved and adopted the Agreement and Plan of Merger on August 8, 2006. 3.2 In accordance with Florida Law and the operating agreement of Island View Properties, LLC, the sole member of Island View Properties, LLC approved and adopted the Agreement and Plan of Merger on August 8, 2006. 3.3 In accordance with Florida Law and the operating agreement of Triangl,e S.A. Land, LLC, the managing member of Triangle S.A. Land, LLC approved and adopted the Agreement and Plan of Merger on August 8, 2006. 3.4 In accordance with Florida Law and the operating agreement of Harrison Village Properties, LLC, the sole m.ember of Harrison Village Properties, LLC approved and adopted the Agreement and Plan of Merger on August 8, 2006. 3.5 In accordance with Florida Law arid the operating agreement of Triangle O)d Bay Holdings, LLC, the managing member of Triangle Old Bay Holdings, LLC approved and adopted the Agreement and Plan of Merger on August 8, 2006. ARTICLE IV Effective Time of Mereer This merger shall become effective on the date and time this Certificate of Merger is filed by the Department of State afthe State of Florida. [Signature Pages Follow] I I 2 (((H060001991523))) (((H060001991523))) IN WITNESS 'VHEREOF, the undersigned have caused this Certificate of Merger to be executed this 8 t h day of Aug u s t , 2006. GEQRGIA STREET PROPERTIES, LLC a Florida limited liability company By Triangle Old Bay Holdings, LLC Its: Sole Member By: Triangle Ptoperty Holdings, LLC Its: ManagIng Member ISLAND VIEW PROPERTIES, LLC a Florida limited liability company By' Triangle Old Bay Holdings, LLC .lts:- -Sole Member By: B l'lUANGL.E S.A. LAND, LLC a Florida limited liability company =: 3 (((H060001991523))) EXHIBIT A (((H060001991523))) AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into this 8th day of August, 2006, by and between TRIANGLE OLD BAY HOLDINGS, LLC, ("Triangle"), GEORGIA STREET PROPERTIES, LLC ("Georgia Streef'), ISLAND VIEW PROPERTIES, LLC ("Island View"), TRIANGLE S.A. LAND, LLC ("Triangle S.A.") and HARRISON VILLAGE PROPERTIES, LLC ("HarrisoI;l"), all being limited liability companies organized and existing under the laws of the State of Florida. Triangle, Georgia Street, Island View, Triangle SA. and Harrison are sometimes collectively referred to in this Agreement as the "Constituent Companies" and are sometimes referred to individually as a "Constituent Company." WIT N E SSE T H: WHEREAS, the manager or member, as the case may be, of each Constituent Company deems it advisable and for the general welfare of such company and its members that Georgia Street, Island View, Triangle S.A. and Harrison merge with and into Triangle, pursuant to this Agreement and the applicable laws of the State of Florida; and WHEREAS, upon the Effective Date of the merger, Triangle shall be the surviving entity. NOW, THEREFORE, the Constituent Companies, in consideration of the premises and the mutual covenants, agreements and provisions hereinafter contained, do hereby agree upon and prescribe the terms and conditions of said merger and the method of carrying the same into effect in this Agreement as follows: ARTICLE I PLAN OF MERGER The Constituent Companies have agreed and do hereby agree each with the other that Georgia Street, Island View, Triangle S.A. and Harrison shall be merged with and into Triangle. Triangle shall be the surviving company in the merger and shall be governed by the laws of the State of Florida, which state shall continue to be its domicile. ARTICLE II EFFECTIVE DATE (((H060001991523))) I I I I i ! I I ! i The merger provided for in this Agreement shall become effective and the Constituent Companies shall be deemed to have merged as of date and time the Certificate of Merger is filed by the Department of State ofthe State of Florida. (the "Effective Date"). (((H060001991523))) HARRISON VILLAGE PROPERTIES, T..Le a Florida limited liability company By Triangle Old Bay Holdings. LLC Its: Sole Member TIUANGLE OJ...)) BAY HOLDINGS, LLC a Florida limited liability company By: .B 4 (((H060001991523))) (((H060001991523))) ARTICLE III MANNER OF CONVERTING INTERESTS Pursuant to the merger, all of the outstanding membership interests of Georgia Street, Island View, Triangle S.A. and Harrison will be cancelled; No new membership interests in Triangle will be issued. Each membership interest in Triangle that is outstanding. on the Effective Date shall continue and remain unchanged. ARTICLE IV EFFECT OF THE MERGER 4.1 Existence. On the Effective Date, the separate existences of Georgia Street, Island View, Triangle S.A. and Harrison shall cease and they shall be merged with and into . Triangle. Thereupon, the title to all real estate and other property, or any interest therein, owned by each of Georgia Street, Island View, Triangle S.A. and Harrison shall be vested in Triangle without further act of deed and without reversion or impairment. Triangle shall thenceforth be responsible and liable for all the liabilities and obligations of Georgia Street, Island View, Triangle S.A. and Harrison. 4.2 Articles of Orl!anization. The Articles of Organization of Triangle, in effect on the Effective Date, shall continue in full force and effect as the Articles of Organization of Triangle and shall not be changed or amended by the merger. 4.3 Operatinl! Al!reement. The Operating Agreement of Triangle, as in effect on the Effective Date, shall continue in full force and effect as the Operating Agreement of Triangle and shall not be changed or amended by the merger. ARTICLE V GENERAL PROVISIONS 5.1 Entire Al!reement. This Agreement constitutes the entire Agreement between the parties and supersedes and cancels any other agreement, representation or communication, whether oral or written, among the parties hereto relating to the transactions contemplated herein at the subject matter hereof. 5.2 Headinl!s. The headings in the Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. I I I I I I i 5.3 Expenses. Triangle shall pay all expenses of carrying this Agreement into effect and of accomplishing the merger. 5.4 Counterparts. This Agre~ment may be simultaneously executed in several counterparts, each of which as executed shall be deemed to be an original; and such counterparts shall together constitute one and the same instrument. 2 (((H060001991523))) I I I I (((H060001991523))) IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above. TIUANGLE OLD BAY HOLDINGS, LLC a Florida limited liability company By: Triangle Property Ho 1dings~ LLC Its: Managing Member By: Ron PollacW' ana . g By: ~ Ben r{ugler, M' a.' Member I GEORGIA STREET Fn.OPERTlES, LLC a Florida limited liability company By Triangle.bId Bay Holdings, LLC Its: Sole Member By: Ben ISLAND VIEW PROPERTIES, LLC a Florida limited liability company By Triangle Old Bay Holdings, LLC Its: Sole Member By: Triangle Property Holdings, LLC Its: Managing Member f I I I 3 (((H060001991523))) Exhibit G-2 Entity Name Changes (' Prepared by ilnd relurn to: Thomns C. Nash; II, Esq. Macfarlane Ferguson & McMullen 625 Court Slrc:l:t, Suite 200 (33756) P.O. Box 1669 Clearwater, FL 33757 AFI~IDA VTT t\S TO CORPORA'm NAMF. ST ATE OF l:LORIDA COUNTY OF PINELLAS r-- BEFORE ME, the undersigned authority, personnlly llppeared Benjamin Kugler, Managing Partner of Jslnnd View Properties, LLC, n Florida limited liability company (the "Affiant"). who lir.!t being duly sworn, deposes nnd says: 1. That Affinnl is duly authorized to make this Affidavit. , 2. That the Affil1llt is the Managing Partner of Island View Properties, LLC, a Florida limited liability company. 3. On April 29, 2004, Artjcl~ of Organization were 111r::d willi the Secretary of the State of Florida for 302-30& N. Osceoln Ptopaties LLC. 4. On November 12,2004,302-308 N. Osceola Properties LLC's ntunc was ch:mged to Island View Properties LLC (a copy of the: Articles of Aml:Odmcnt arc an~hed to this Affi~llvit). UNDER PENALTIES OF PERJURY, WE DECLARE THAT WE HAVE EXAMINEO THIS CERTIFICATION AND TO 'I"I-IE BEST OF OUR KNOWLEDGE AND BELIEF IT IS TRUE, CORRECT AND COMPLETE. ISLAND VIEW PROPERTIES, T..I..C, lL Florida limited liability compuny BY'~ Bi' u r. MlUl artner S'1'ATE OF FLORIDA ) COUNrY OF' PINELLAS ) , , hd The foregoing instrument was llcknow1edged before me this ~ dllY of May, 2006. by Be~j,unin Kugler. Manll~g Panner of Island View ))ropc:rtics, ,LLe, a Florida limited lil1biIity compuny. .,...- l'cl'tjolJldly Known v OR Produced Idc:ntificntion Type ofIdenUncatiun Provided - (" h:\w.III\aIyl'~n\IlI"call~I.\Ili.ngl.\aflld.Ylt. nRnu:ch~lI~".dllC (((H060001991523))) TRIANGLE S.A. LAND, LLC a Florida'limited liability company .By; -/lf~ Ron Pollack) Manager . I HARRISON VILLAGE PROPERTIES, LLC a Florida limited liability company By Triangle Old Bay Holdings) LLC Its: Sole Member t6771G4vl 4 (((H060001991523))) AUG-28-2006(MON) 11~20 P.003/00a .. . " ~ . :...~ "'. 'H04000226391 ( ARTICLES OF AMEND:MENT ~ The .o.ame of this Florida Hmited.liabiIity (iOntpany is Osceola-1Qnes Properties LLC ~~, IL DAte 9f Artic1~~JgaIli7ation The Company7s Articles ofOrganimtion wete filed on April 2t 2004. ," ~ The Articles of OtgaDization of the Limited Liability CoIIapany are amended so that the name of the Limited Uabitity Company is c.hanged :from Osceola-Jones Propenies. LLC to Henison Village Propertiest LLC A11icl~ t\!. p~ A~ Ad~' The amendment set forth in these Articlei of Organ~on was adopted on tho dam shown below. . r The undersigned executed this document on the date shown below. Osceola-Jones Properties LLC BY:~, ' by O. Stoutt as attorney-In-fad for BCl\jamill Kugl~. Name: Beujamin Kugler. 1ide: Manager ,Date: _~ovember 12, 2~ CorpoI1d& creations Intemationallnc.i941 Fourth Street Miamll3eaeh FL 33139 (305) 672-0S88 r-- H04000226391 CopytIgI'ItO 10eS.Z1D4 cc AU6-28-2006{MON) 11: J 9 H940002.2839S ... ARTICLES OF AMENDMENT Arti!<l~ 1. Name , The name of this Florlda limited liability company is 302 .. 308 N. Osceola Properties u.c Artis::Je IT DA,t~ of Arndes of Orpnization The Company's Articles of Organization were filed on April 29.2004. Articl~ ID. Amendment The'Artic1es of Organi.zation of the UmJted Liability Company are amended so that tbe JJaI1'1e of the Limited Liability CompaD.Y. is changed fumt 302 _ 308 N. Osceola Properties LLC to Island View Properties. LLC Article IV. DRte Amenchnent Adooteq The amendment set forth in these Articles of Organization was adopted on the date shown below. The undersigned executed this document on the date shown below. 302 - 308 N. Osceola Properties LLC BY:~, by D. Stout!: as attoraey-i>>.factfQf Btmjamin Kugler Name: Be.oja.o:Ul1 Kugler TItle: Manager Date: N~Y~Eer 12. 2004 C', . ~- e', ('0.:, - . -. - .. Corporate CroatIons IntemErtionallnc. 941,Fourlh Street MIamI eeach FL 33139 (305) 6'72-0688 r..~ C H0400022a395 CCpyrtgnt iCI1m-2004 co P.002/00d ....---.. . . ~ ~; I 'I AU6-28-2006(MON) 11:20 . --'sio":"ios...o3ii.-- --il115/20"04 1137 "ME 001/00,1 Florida Pelpt or su.to .... ,- I. ". ~ P.ooll/ooa (~~' . FLOBmA DEPARTMENT OP 8T.A.'l'2 Gle.nda:m.: HGoa ~~lSUta. ND'le~ 15, 2004 IWUttSOR' vn.tJLGZ PBOPBRnh, u.c 133 c;utt)'f WE PALM DRlloa, n, 346.3 ,..--... i Ita: Docn.u:tlC1t ~.r ::r.040D002S398 !l!he 1='t1Cl~. of ~~e to t~ kt::Lctl.. of' DrganJ.m.t1oD fot: OSC!CU-JQIIU ~IZS I.I.C vhl(:lh Q~ 11:* ".lII'IO to BUR%ICB VILI.Im: P1\OPEM:D8. rJ.e, . 1'1odda. l.1Mdted U.:bULty cOC'lPany, ft& 'f1lad. on Novwabar 12. 2004. n.t.. d.OCSWIUIl'.1t ft. elAetroa1cally J.:ace1ved. and. fU8d. undP' llAX .QCtU~ n_.~ .a4000a~S3Dl. . , Should you h8.v. any ~I!IUOn8 ~4:cI1ng' tbb ftIItu:, pleaH t.l~h_ (!!ISO) 2<15..6051, ~ Reg11:tz:~t:i0ll Sect;i.oD. Ja8an X.uick tlecu.ot SplIa1alist D1vu1ch 01: Col:poraeloa8 ~tteil: lhlllbel:': 2D4AOOD5.u2~ Dl"li8iot1. cl'OoxportLtiou.. P.O. BOX 6U7 ~.xt.ha'He, FIoiida 82814 ("- " - Exhibit "H" - This describes the 2.0 acres set aside for supporting the Phase 1 entitlements , -~ DISTANCE 6.00' 28.66' 11.89' 4S.49' 33.88' 4.83' 16.23' S.4" 17.33' S.41' 16.23' 4.83' 33.88' o 50 SECTION 9 TOWNSHIP 29S, RANGE 1SE PINELLAS COUNTY, FLORIDA PROJECT NUMBER 3324-02 ~ BNDY = BOUNDARY COR = CORNER OR - OFFICIAL RECORDS BOOK PB = PLAT BOOK PG - PAGE POB = POINT OF BEGINNING POC = POINT OF COMMENCEt.fENT R/W - RIGHT-OF-WAY SR - STATE ROAD US - UNITED STATES P.O.C. NORl1-IEAST CORNER LOT 1 JEANNIE CATES SUBDIVISION P.B. 1, PACE 64 LINE LINE TABLE BEARING L1 SOUTH L2 EAST L3 SOUTH L4 EAST LS NORTH L6 EAST L 7 NORTH L8 EAST L9 NORTH L1 0 WEST L11 RTH L 12 ST L1 ORTH 100 .1 I l SCALE: 1" = 1 00' II I 1- -:- I ~;r (~ (J:: t< (t) II I <r L'J ,< II f'''' ~~t () 11- ~ II- I / B SOUJ.I:IERL.Y-R/W 8'40' 4S"W !i 1S0.03' ~ ~ I LOT 1 ~ ~b ~~ A.B. CA'l'E$ ~ suaor ION P.B. 1 PC. sr I LOT 2 ~ ~iLOT3I~ C\I z 1" LINd I ~ it.~~~~ ~'i~J ! 00 9, TOWNSHIP 29 SOUTH, l- ll) RANl15 EAST a:: f2 <{ ~ -5- 25 g- z o~1 ~I~I LOT B a. 01 L BERCENS REPLAl g: P.B. 26 PC. 41 LOT 1 LOT 2 I BLOCK 2 BLOCK 2 I I JON S SUBDIVISION OF LOT A NICH LSON'S ::iDOl ON T:3 L TO CL ARWATER H RBORS 'K. 2/ L -1 P.B. 1 P .1;$ J:ULlS .QRQJJ.CH N ~ES SlREET NORTHE~LY R/W. UNE - (UNDER CONSTRUCTION) ----+ ......- <0 9 A. 8. & JENNIE CATES SU80r,,1SION PB 1, PC 64 .~ 'v .. " WE 48. 167.07' A PORTION LOTS 2 & 3 BLOCK 9'44'18"W 22S.S6' S89'S9'22"W ~ . o "<t"- - " om Ir). or-) o lI) NOT A SURVEY ITEM SKETCH & DESCRIPTION 1/19/07 DHR DDF ISLAND VIEW A CONDOMINIUM DUA~C' 1 SHEET 1 OF 2 POLAR'S ASSOCIA TES INC. PROFESSIONAL SURVEYING LB 6113 18850 U.S HIGHWA Y 19 SUITE 500 ,.., r:AQWA Tr:Q r:, ni;>Ir1A 't't7li:.... DATE BY QC DESCRIPTION SECTION 9 TOWNSHIP 29S, RANGE 15E PINELLAS COUNTY, FLORIDA PROJECT NUMBER 3324-02 A PORTION OF LOTS 1 THROUGH 7 OF A.B. & JENNIE CATES SUBDIVISION, AS RECORDED IN PLAT BOOK 1 PAGE 64 OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA AND A PORTION OF GOVERNMENT LOT 4 IN SECTION 9, TOWNSHIP 29 SOUTH, RANGE 15 EAST AND A PORTION OF A VACATED ALLEY PER O.R. BOOK 7546, PAGE 607 OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA, AND A PORTION OF LOTS 2 AND 3 BLOCK 2 OF JONES SUBDIVISION OF NICHOLSON'S ADDITION TO CLEARWATER HARBOR AS RECORDED IN PLAT BOOK 1 PAGE 13, PUBLIC RECORDS OF HILLSBOROUGH COUNTY OF WHICH PINELLAS COUNTY WAS FORMERLY A PART AND A PORTION OF THE EXISTING RIGHT-OF-WAY OF OSCEOLA AVENUE NORTH AND A PART OF SECTION 9, TOWNSHIP 29 SOUTH, RANGE 15 EAST AND LOT A AND B OF CLOVIS C. LUTZ SUBDIVISION AS RECORDED IN PLAT BOOK 35, PAGE 76 OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA AND A VACATED ALLEY LYING NORTH OF LOT A OF SAID CLOVIS C. LUTZ SUBDIVISION, ALL BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHEAST CORNER OF SAID LOT 1 OF JENNIE CATES SUBDIVISION, ALSO BEING THE INTERSECTION OF THE SOUTHERLY RIGHT-OF - WAY LINE OF GEORGIA STREET AND THE WESTERLY RIGHT-OF - WAY LINE OF NORTH FORT. HARRISON AVENUE THENCE ALONG THE SOUTHERLY RIGHT-OF-WAY LINE OF GEORGIA STREET S.88'40'45"W., 150.03 FEET TO THE POINT OF BEGINNING; THENCE S.00'16'19"E., 421.80 FEET; THENCE N,89'44'18"W" 225.56 FEET; THENCE S.00'50'40"W., 3.97 FEET; THENCE ALONG THE SOUTHERLY BOUNDARY OF LOT B OF SAID CLOVIS C. LUTZ SUBDIVISION BY THE FOLLOWING THREE COURSES: 1 - S.89'59'22"W., 167.07 FEET; 2 - THENCE N.00'08'39"W., 13,65 FEET; 3 _ THENCE S.89'59'22"W., 77.69 FEET; THENCE ALONG THE MEAN HIGH WATER LINE OF CLEARWATER HARBOR BY THE FOLLOWING COURSE: 1 - N.13'38'13"E., 76.07 FEET; N.88'39'45"E., 31.58 FEET; THENCE N.32'49'39"E., 53.01 FEET; THENCE N.63'41'46"W., 31.55 FEET; THENCE N.89'59'17"E., 210.46 FEET; THENCE N.00'16'19"W., 7.61 FEET; THENCE EAST, 70.70 FEET; THENCE SOUTH, 6.00 FEET; THENCE EAST, 28.66 FEET; THENCE SOUTH, 11.89 FEET; THENCE EAST, 45.49 FEET; THENCE NORTH, 33.88 FEET; THENCE EAST, 4.83 FEET; THENCE NORTH, 16.23 FEET; THENCE EAST, 5.41 FEET; THENCE NORTH, 17.33 FEET; THENCE WEST, 5.41 FEET; THENCE NORTH, 16.23 FEET; THENCE WEST, 4.83 FEET; THENCE NORTH, 33.88 FEET; THENCE WEST, 48.82 FEET; THENCE NORTH, 167.56 FEET TO THE POINT OF BEGINNING. CONTAINING 2.029 ACRES MORE OR LESS. NOTES - ._._l!_~a_f;_AR.lNG_S~___ARE__BAS E D_.--DN". - THE._ .E AS.I., ,RIGHT ~~-W AY',.LlNE--Of"--OCE-OlA-- AVE-NtJE-- A-S-SUME D -AS __ NOO'50'51 "E. 2. LEGAL DESCRIPTION WAS PREPARED BY POLARIS ASSOCIATES, INC, 3. RE-USE OF THIS SKETCH FOR PURPOSES OTHER THAN WHICH IT WAS INTENDED, WITHOUT WRITTEN VERIFICATION, WILL BE AT THE RE-USERS SOLE RISK AND WITHOUT LIABILITY TO THE SURVEYOR, NOTHING HEREIN SHALL BE CONSTRUED TO GIVE ANY RIGHTS OR BENEFITS TO ANYONE OTHER THAN THOSE CERTIFIED TO. 4. THIS SKETCH IS NOT INTENDED TO SHOW THE LOCATION OR EXISTENCE OF ANY JURISDICTIONAL, HAZARDOUS OR ENVIRONMENTALLY SENSITIVE AREAS. 5. THIS SKETCH WAS PREPARED WITHOUT THE BENEFIT OF AN ABSTRACT OF TITLE AND MAY BE SUBJECT TO EASEMENTS, RESTRICTIONS, RIGHTS-OF-WAY AND OTHER MATTERS OF RECORD. CE RTIFICATION I HEREBY CERTIFY THAT THE SKETCH REPRESENTED HEREON MEETS THE MINIMUM TECHNICAL STANDARDS SET FORTH BY THE FLORIDA BOARD OF PROFESSIONAL LAND SURVEYORS IN CHAPTER 61G17-6, FLORIDA ADMINISTRATIVE CODE, PURSUANT TO SECTION 472.027 FLORIDA STATUTES. SKE TCH & DE SCRIPTION ~/19/07 DHR DDF ISLAND VIEW A CONDOMINIUM DUA~C' " DAN H. RIZZUTO PROFESSIONAL SURVEYOR AND MAPPER LS 5227, STATE OF FLORIDA SHEET 2 OF 2 1--+ POLAR'S ASSOCIA TES INC. PROFESSIONAL SURVEYING LB 611 J 18850 U.S HIGHWAY 19 SUITE 500 f'1./l~W/lT.~ .1 f1~m/l ~~7Rd. NOT A SURVEY ITEM DATE BY QC