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SECOND AMENDMENT TO DEVELOPMENT AGREEMENT - WATERS EDGE DEVELOPMENTSECOND AMENDMENT TO DEVELOPMENT AGREEMENT (Waters Edge Development) This Second Amendment to Development Agreement ( "Second Amendment ") is made as of this day of ti en, , 2014 ( "Effective Date of the Second Amendment "), by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the State of Florida created pursuant to Part III, Chapter 163, Florida Statutes ( "Agency "), and WATER'S EDGE REAL ESTATE ACQUISITION, L.P., a Delaware limited partnership ( "Developer "). WITNES SETH: WHEREAS, the Agency and Developer's predecessor in interest, OPUS SOUTH DEVELOPMENT, L.L.C., entered into a Development Agreement dated December 19, 2006, as evidenced by that certain "Memorandum of Development Agreement" recorded on December 29, 2006 in Official Records Book 15557, Page 1062 of the Public Records of Pinellas County, Florida, to develop certain parcels located at the southwest corner of the intersection of Cleveland Street and Osceola Avenue, Clearwater, Florida, within the community redevelopment area of the City, and legally described in Exhibit A to said Development Agreement, for a development known as the Water's Edge project (the "Water's Edge Project" or "Project ") as more particularly described therein; and WHEREAS, subsequent thereto, OPUS SOUTH DEVELOPMENT, L.L.C., and its related entities, assigned their rights under the Development Agreement to Water's Edge Clearwater, LLC, a Delaware limited liability company, which subsequently assigned its rights under the Development Agreement to Developer pursuant to the Assignment and Assumption Agreement recorded August 5, 2010 in Official Records Book 16993, Page 1845 of the Public Records of Pinellas County, Florida; and WHEREAS, the Agency and Developer entered into a First Amendment to Development Agreement dated December 21, 2011, as evidenced by that certain "Memorandum of First Amendment to Development Agreement" recorded December 29, 2011 in Official Records Book 17447, Page 1818 of the Public Records of Pinellas County, Florida, which First Amendment to Development Agreement, among other things, amended those provisions of the Development Agreement concerning the method of calculating the reimbursement of certain fees and costs incurred by the Developer in connection with the Project by the Agency upon completion of the Project (the Development Agreement as amended by said First Amendment to Development Agreement is hereafter referred to as the "Amended Development Agreement "); and WHEREAS, Section 11.19(a) of the Amended Development Agreement provides that the Development Agreement will expire and have no further force and effect (except for those matters, if any, which expressly survive such expiration) on the tenth anniversary of the Effective Date of the Amended Development Agreement, which is December 29, 2016; and [GM14- 9216D- 023/154642/1] 1 WHEREAS, both the Agency and Developer have already performed or fulfilled all obligations and requirements applicable to either one of them as set forth in the Amended Development Agreement; and WHEREAS, since both the Agency and Developer have already performed or fulfilled all obligations and requirements applicable to either one of them as set forth in the Amended Development Agreement, both the Agency and Developer desire to further amend the Amended Development Agreement as hereinafter provided in order to terminate the Amended Development Agreement as of the effective date of this Second Amendment; and WHEREAS, at a duly called public meeting of the Agency on i' ji3m loch / , 2014, the Agency approved this Second Amendment and authorized and directed its execution by the appropriate officials of the Agency; and WHEREAS, the members (as that term is defined in the operating agreement of the Developer) of Developer have approved this Second Amendment and have authorized and directed certain individual(s) to execute this Amendment on behalf of Developer; and NOW, THEREFORE, in consideration of the foregoing "recitals ", which are true and correct and are incorporated herein by this reference, and in consideration of the mutual promises and covenants contained herein, the parties hereby agree to further amend the Amended Development Agreement as follows: Section 1. Section 11.19 of the Amended Development Agreement is hereby deleted and replaced in its entirety to read as follows: "11.19. Term; Expiration; Certificate. (a) In recognition of the fact that both the Agency and Developer have performed or fulfilled all obligations and requirements applicable to either one of them as set forth in the Amended Development Agreement, the Agency and Developer hereby agree that the Amended Development Agreement is hereby terminated and is no longer in force and effect (except for any matters contained in the Development Agreement, as amended, which survive such expiration) as of the Effective Date of the Second Amendment to the Development Agreement. (b) Contemporaneous with the execution of the Second Amendment to the Development Agreement between the Agency and Developer terminating the Development Agreement (as amended), the Agency and Developer shall execute an Agreement Expiration Certificate, the form of which is attached as Exhibit F to this Second Amendment to the Development Agreement. The Agreement Expiration Certificate shall constitute (and it shall be so provided in the certificate) a conclusive determination of satisfactory completion of all obligations under, and the expiration of the Development Agreement, as amended. (c) Following the execution of the Second Amendment to Development Agreement and the Agreement Expiration Certificate by the Agency and Developer, the Agreement [GM14- 9216D- 023/154642/1] 2 Expiration Certificate shall promptly be recorded by Developer in the public records of Pinellas County, Florida, and Developer shall pay the cost of such recording." Section 2. The parties hereto agree that the purpose of this Second Amendment is to: (a) confirm that both Developer and the Agency have satisfactorily completed all obligations applicable to either one of them under the Amended Development Agreement; (b) acknowledge that the Amended Development Agreement is not being terminated for any of the reasons stated in Section 9.05 of the Amended Development Agreement; (c) provide for the early termination of the Amended Development Agreement because both parties have satisfactorily completed all obligations applicable to either one of them under the Amended Development Agreement as of the Effective Date of this Second Amendment; and (d) provide for the execution and recording of the Agreement Expiration Certificate in the form attached to this Second Amendment as Exhibit F. [SIGNATURE PAGES & EXHIBIT F FOLLOW] [GM14- 9216D- 023/154642/1] 3 IN WITNESS WHEREOF, the parties hereto have set their hands and their respective seals as of the aforementioned Effective Date of this Second Amendment. Approved as to form: I' J. Pamela K. Akin City Attorney [GM 14-9216D-023/154642/1] Attest: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA By: George N. Cretekos Chairperson fit, Q CC. C' Rosemarie Call City Clerk 4 Witnesses: Name: Si flN Jitt.) (Print or Type Name) ivy Loutt Name: t!„,/ L� (Pri'nt or Type Name) WATER'S EDGE REAL ESTATE ACQUISTION, L.P. By: Water's Edge GP, LLC, a Delaware limited liabili ' c i mpan its eneral P rtner By: Name: v (Print or Ty Title: Authorized Signatory (SEAL) STATE OF New YnYk COUNTY OF �e�JYdrK The foregoing instrument was acknowledged before me this day of uQ,vvbe 3- , 2014, by c3 -,\1/4p 1- ioF (VI cr.r ) n , as A f kor►-2-cci S of the Water's Edge GP, LLC, a Delaware limited liability company, as genera pY arrttnetof WATER'S EDGE REAL ESTATE ACQUISITION, L.P., a Delaware limited partnership, on behalf of said entities. He . -she- is either (mark one) X personally known to me, or produced (picture identification required) as identification. [AFFIX NOTARY SEAL OR STAMP] [GM14-9216D-023/154642/1] 5 -r� Mrc Name: yrta (Print or Type Name) Notary Public, State of y rk WAD MI DENO Noisy PiiS, Side d NesYak 01806011681 Qalied in Chensgo Canty My Commission Expires July 10, 20j, Prepared by and Return to: Morris C. Massey, Esq. Hill Ward Henderson, P.A. Suite 3700, Bank of America Bldg. 101 E. Kennedy Blvd. Tampa, FL 33602 EXHIBIT F Agreement Expiration Certificate [Waters Edge] This Agreement Expiration Certificate ( "Certificate ") is made this i 1 day of 0xrk -kvj , 2014, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the State, of Florida (the "Agency "), whose address is 112 S. Osceola Avenue, Clearwater, FL 32521, and WATERS EDGE REAL ESTATE ACQUISITION, L.P., a Delaware limited partnership (the "Developer "), whose address is c/o Concierge Asset Management, LLC, 9400 North Central Expressway, Suite 404, Dallas, Texas 75231. This Certificate pertains to a Development Agreement (Waters Edge Development) by and between the Agency and the Developer, originally dated as of December 19, 2006, (the "Development Agreement "), which provides, among other things, for the construction of the Waters Edge Project as same is defined and provided in the Development Agreement, as subsequently amended by a First Amendment to Development Agreement dated December 21, 2011, and a Second Amendment to Development Agreement datedY10 . zo ,2014 (collectively referred to herein as the "Development Agreement, as amended "). In connection therewith, a Memorandum of Development Agreement has been recorded in Official Record Book 15557, Page 1062, of the Public Records of Pinellas County, Florida, and a Memorandum of First Amendment to Development Agreement has been recorded in Official Records Book 17447, Page 1818, of the Public Records of Pinellas County, Florida (collectively the "Recorded Memoranda "). The Development Agreement, as amended, has terminated and expired in accordance with its own terms as of D«<*.bty 11 , 2014, and is no longer of any force or effect, and the Waters Edge site as legally described in Schedule I attached hereto and incorporated herein by this reference (the "Waters Edge Site ") is no longer subject to any restriction, limitation, or encumbrance imposed by the Development Agreement, as amended. This Certificate has been executed by the parties to the Development Agreement, as amended, pursuant to Section 11.19 thereof, and constitutes a conclusive determination of satisfactory completion of all obligations under such Development Agreement, as amended, and that the Development Agreement, as amended, has expired. [GM 14- 9216D- 023/154642/1 ] 6 This Certificate also constitutes a termination, cancellation and complete release of the Waters Edge Site as described in Schedule I attached hereto from the aforementioned Recorded Memoranda. A copy of the fully- executed Development Agreement, as amended, is on file with the City Clerk, City of Clearwater, Florida, located at City Hall, 112 S. Osceola Avenue, Clearwater, Florida, which is available for review and copying by the public. IN WITNESS WHEREOF, the parties hereto have set their hands and their respective seals affixed as of the / DAY OF ISe , 2014. Approved as to form: Pamela K. Akin City Attorney COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA By: Attest: cteo(te r\ Cr S George N. Cretekos Chairperson Rosemarie Call City Clerk [GM14- 9216D- 023/15464211] 7 Witnesses: h01 0'c L.K Name: 'dtOt41 iv p' SW -/-Ivt" (Print or Type Name) ? v/ Lou if Name: (Print or Type Name) STATE OF kl 4a t- COUNTY OF i y©r- -k WATERS EDGE REAL ESTATE ACQUISITION, L.P. By: Wate 's Edge GP, LLC, a Delaware limite s iabil c i par'y, its General Partner By: Name: 1 ( rint or ' ype ame Title: Philip H. ann Authorized Signory (SEAL) Thep foregoing instrument was acknowledged before me thisk ay of J�c),.),"r . , 2014, by t h, \, P KoFitvkann , as Avttnt Sc8,na r of the Water's Edge GP, LLC, a Delaware limited liability company, as general partr of WATER'S EDGE REAL ESTATE ACQUISITION, L.P., a Delaware limited partnership, on behalf of said entities. He or she is either (mark one) X personally known to me, or produced identification. [AFFIX NOTARY SEAL OR STAMP] [GM 14 -9216D -023/ 154642/ 1 ] 8 (picture identification required) as 1,/W el&N-r= Name: j,kik,krka /o (Print or Type Name) Notary Public, State of tom yvrk MARLO M BOVO Notary Pubic, State of New Yak 01806044681 Quailed in Chenango County My Commission Expires July 10, 201' SCHEDULE I LEGAL DESCRIPTION OF "WATERS EDGE SITE" Parcel 6 Commence at the Northeast corner of Block A, John R. Davey Subdivision, as recorded in Plat Book 1, Page 87 of the Public Records of Hillsborough County, Florida, of which Pinellas County was formerly a part, and proceed S 01 °22'45" E, along the Easterly line of said Block A, 43.12 feet to the Point of Beginning: From said Point of Beginning proceed N 90 °00'00" W, 354.40 feet; said line being the South right -of -way line of Cleveland Street; thence S 00 °00'00" E, 174.82 feet; thence N 90 °00'00" E, 23.61 feet; thence S 01 °22'45" E, 56.00 feet; thence N 90 °00'00" E, 335.00 feet; thence N 01 °22'45" W, 230.88 feet; said line being the West right -of -way line of Osceola Avenue to the Point of Beginning. THE FOREGOING PROPERTY IS ALSO DESCRIBED AS: Water's Edge, a Condominium, recorded in Official Records Book 16335, Page 11, of the Public Records of Pinellas County, Florida. [GM14- 9216D- 023/15464211] 9