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DVA2014-06001A - INITIAL� �1��.�� r �� .�--.,,�-�,,�.,��,,_,,--•, �- � :;�._,,'_�,°�. ��`,,_...�r_ti.�.�%-.�.f°"*.�s' `�..�f~ h,.�.�''�'�.f'~,,��.+'"`y.._.f'",,._,,,' MEETING DATE: AGENDA ITEM: CASE: REQUEST: GENERAL DATA: Agent... ... ... ... ... ... ... ... .... Applicant / Owner ............. Location.. . ... .. ... . . . .. .. . . ... ... . P�ope�ty Size ... .................. Future Land Use Plan... ... Zoning. .. ... ... ... ... ... ... ... . .. Special Area Plan .............. Adjacent Zoning... North: South: East: West: Existing Land Use ............. Proposed Land Use ... ... ... . panword COMMUNITY DEVELOPMENT BOARD PLANNING AND DEVELOPMENT DEPARTMENT STAFF REPORT August 18, 2015 E.1. DVA2014-06001 A Review of, and recommendation to the City Council, of the first amended and restated Development Agreement between PV-Pelican Walk LLC (the property owner) and the City of Clearwater to increase the number of parking spaces from 642 to 702 for the property located at 483 Mandalay Avenue. Brian J. Aungst, Jr., Esq. PV-Pelican Walk, LLC ("Paradise") 483 Mandalay Avenue; west side of Poinsettia Avenue, approximately 65 feet south of Baymont Street. 1.68 acres Resort Facilities High (RFH) Tourist (T) District Beach by Design (Retail/Restaurant District) Tourist (T) District Tourist (T) District Tourist (T) District Tourist (T) District Surface parking lot, retail sales and services, and restaurants Parking garage, retail sales and services, and restaurants ,:�• �. . .�� _ � �� '.k'l;lu/J�'/'!�'� � +►.. � ' _a,',. z � �+ � q � � � w, y dA d .t�� '�~ � ,,.�,� � � j �a s 1 > . �'"�y ^ 'r, �r.�a •r. • . � 5 '�i � � J '1 �1 � 1� � �`�t�� 1i .� . 4� �; � V�� _� �.�" � +* `� '; l ` .. a�ii_tr _�5�,r� — S .`� �''�T'�: � yy{ � . _ �t ��' � � M 1lp.._. 1 ✓� rc�iaa._ c . `r � � � t �' �k' �'-� � ,: R� r `��l _-�. � s �;.��'.r . ..... 1j �""�� ,.� � � � - � � �� 4�,. ' l � ` 1 . • � � Nr � t,�< � r j 4 ��i AERIAL MAP ' Ii�LRl 11'(41L� Level III Development Agreement Application Review u�✓'� . .,:�: . , . . ANALYSIS: Site Location and Existing Conditions: The 1.68-acre subject property is located on the west side of Poinsettia Avenue approximately 65 feet south of Baymont Street with 350 feet of frontage along Poinsettia Avenue. The property also has approximately 300 linear feet of frontage on Mandalay Avenue. The property is zoned Tourist (T) District and is located within the Restaurant/Retail District of Beach by Design. This district encompasses the area bounded by Memorial Causeway, Mandalay Avenue, Baymont Street and Poinsettia Avenue. The development proposal consists of two parcels of land which have an overall acreage of 1.68 acres. The western parcel is 0.74 acres and consists of the two-story Pelican Walk shopping center, which has 39,580 square feet of commercial floor area. The eastern parcel is 0.94 acres and consists of a surface parking lot that supports the shopping center. The immediate area is characterized by a variety of uses including restaurants, retail sales and services, overnight accommodations, and attached dwellings. The subject parcel is used as a surface parking lot for the Pelican Walk shopping center. It has 94 parking spaces. The property also has loading zones and solid waste enclosures that support the various uses within the shopping center. Code Compliance Analysis: There are no active Code Compliance cases for the subject property. Development Proposal: This amended development agreement does not include any changes to the approved setbacks, height of building, lot area and width, site layout, Poinsettia Avenue fa�ade or landscape plan (FLD2014-05013). v � � � l� � ; �p ,, � }� ' ROCKAWAYST �� 1 PLANN[NG & DEVELOPMENT DEVELOPMENT REVIEW DIVISION _ —'— !/_ � 1 1 N.T.S 1 � � �� , j ',�o�t + ---- � ' � 11a � -- � o i � ��u�ij 1 � r � �— r � � ;� il � � 1 � � �� w ---� —. _ � p PAPAYA ST � —� Q _ _�' � 7 � ._-� ! � ��_� "�� ' 'r I :� i ! ! ?� !� LOCATION MAP O � � w � 3 w v sso �s Attached ` soo dwellings � Attached BAYMOivrsr Dwelling, �af 499 3T 41 s� N.T.s Retail ��:� Overnightw Sales and ; 483 :Q accommod . • � Service, � ;= ations Restaurant � :o `� � .a 475 �W 475 Overni ht � � ° � : z 8 .....,. � ar.� a�z� accommod as� '"'�' ass� ass ations 462 W 458 Q 463 454 Q 457 d31 .... d� 4b4 449 EXISTING SURROUNDING USES MAP S �; 3o<S HD N.T. �a 49$Tral 499 ^ nvar.m � ('� TO VV . . �- 490 li��+1 �489. 492 � •Q 487' • 484 � �� 485` 490 . W �483 =�1 477� 48 47g Q w 490�= 48� _474� Q i -070�a 475 �� 472 v • ` Vl � • sANMq/?COST�� 2 •��i � 473 472ti Q ry��iii W � 46B� 467 4661y �Z 970 462 �8 457 � 453 45A 436 453 451_ .452 ��;? 45f 450 ZONING MAP Community Development Board – August 18, 2015 DVA2014-06001A – Page 1 483 � 479 � � 475 473 471 A69 465 463. _ ' C�L�� Y!' �`l.� Level III Develo ment A reement A lication Review PLANNING & DEVELOPMENT P 9 PP DEVELOPMENT REVIEW DIVISION � n m ��.�,:� � There has been no substantial change to the building design. The reengineering of the interior of the garage eliminated the cantilever design to accommodate an additional 60 spaces. The interior columns that would have supported the cantilever design were moved to the outside wall of the parking gaxage. This modification resulted in this addition of support columns on the ground floor level on the where the parking garage and existing Pelican Walk shopping center connect. The form of the building has remained the same. This modification to the interior of the garage increases the number of parking spaces from 642 to 702 off-street parking spaces. Development Agreement: The First Amended and Restated Development Agreement would completely replace and supersede the Development Agreement dated August 26, 2014. The City will still purchase 450 parking spaces with an option to buy some of the added 60 off-street parking spaces. The substantive changes to the original Development Agreement are as follows: 1. The number of parking spaces contained in the garage is increasing from 642 to 702. This does not result in any substantial change to the approved design of the building or site plan; 2. Amends the Commencement Date from September 1, 2015 in Section 1.01(6) to an uncertain month in 2015. It is the intent of the Developer to commence construction as early as August 2015; Amends Section 2.03(2) Scope of Project from the condominium units in the original Development Agreement being designated as Unit 1(existing Pelican Walk Plaza retail); Unit 2(new approximately 11,000 square feet of retail fronting Poinsettia St.); Unit 3 (Developer's first 89 parking spaces starting on the ground floor); Unit 4(the City's 450 spaces); and Unit 5(the top floor consisting of 103 Developer owned spaces); to Section 2.03(2) Scope of Project which refers to the configuration of the condominium units as follows: RU-1 (existing Pelican Walk Plaza retail); RU-2 (approximately 12,000 square feet of retail fronting Poinsettia Ave.); PU-G (28 developer owned spaces on the ground floor); PU-1 (114 developer owned spaces on the frst and second floors); PU-2 (the City's 450 spaces starting on the second floor); and PU-3 (110 spaces owned by the Developer on the top floor). This change reflects the additional 60 spaces and also is consistent with the terminology used in the condominium documents which are being drafted contemporaneously with the consideration of the First Amended and Restated Development Agreement; 4. Amends Section 2.03(2) Scope of Project to clarify that the Developer's parking spaces may be apportioned as leased parking, hourly parking, or both as the Council agenda item approving the original Development Agreement stated. 5. Amends Section 2.03(3) to add a conceptual parking management plan as Exhibit "H" to the Development Agreement. The conceptual parking management plan is intended to be a guide for the parties in negotiating a mutually agreeable parking management plan for the entire garage as a condition of the City closing on its purchase of PU-2; Community Development Board — August 18, 2015 DVA2014-06001A — Page 2 r C1L�� 1'1' LtL�l Level III Develo ment A reement A lication Review PLANNING & DEVELOPMENT P 9 PP DEVELOPMENT REVIEW DIVISION G� ��< t � 6. Amends Section 6.01, Acquisition of Condominium Unit Four to Section 6.01 Acquisition of PU-2, to give the City an option to purchase up to 60 of the additional spaces being added to the garage at the same per space purchase price that it is purchasing PU-2. This option expires on September 4, 2015. The City's original option to purchase additional spaces expired in August 2014; 7. Section 6.04, Public Parking Reconciliation which detailed the City's obligation to pay the Developer for operating PU-2 prior to closing in the event PU-2 does not generate sufficient revenue has been removed from the document; and 8. Section 10.01(5) is added to provide that the City will not require RU-2 to have any additional parking so long as it maintains 100% retail and/or restaurant use in Article 10. Representations, Warranties and Covenants of the City. The Community Development Board unanimously approved the site plan and building design on July 15, 2014 (FLD2014-05013). Community Development Code: Pursuant to Section 4-606.A., the City Council may enter into a general development agreement to encourage a stronger commitment on comprehensive and capital facilities planning, to ensure the provision of adequate public facilities for development, to encourage the efficient use of resources, and to reduce the economic cost of development. The City Council may also not enter into a Development Agreement as set forth in CDC Section 4-6706.G. l.i, if the agreement conflicts with the public health, safety or welfare of the citizens of the City of Clearwater. At this time, the City has not come to agreement with the applicant on certain aspects of the revised parking management plan and condominium documents, therefore, the First Amended and Restated Development Agreement does not meet the requirements of Section 4-606.G.1.i. The CDB is required to review the proposed Development Agreement and make a recommendation to the City Council. SUMMARY AND RECOMMENDATION: The Development Review Committee (DRC) reviewed the application and supporting materials at its meeting of June 4, 2015, and deemed the development proposal to be legally sufficient to move forward to the Community Development Board (CDB), based upon the following findings of fact and conclusions of law: Findings of Fact: The Planning and Development Department, having reviewed all evidence submitted by the applicant and requirements of the Community Development Code (CDC), finds the following finding of facts: l. The overall site is 1.68 acres located on the west side of Poinsettia Avenue approximately 65 feet south of the Baymont Street and Poinsettia Avenue intersection; Community Development Board — August 18, 2015 DVA2014-06001A — Page 3 ° Clearwater Level III Develo ment A reement A lication Review PLANNING & DEVELOPMENT - P 9 PP DEVELOPMENT REVIEW DMSION � �;- .:ro.. 2. That there are no changes to the site plan or building design approved by the Community Development Board on July 15, 2014 (FLD2014-05013); 3. The revised Development Agreement increases the number of approved off-street parking spaces from 642 to 702 off-street parking spaces; 4. There are no active Code Compliance cases for the subject property; and 5. That the City of Clearwater has not agreed to certain aspects of the revised parking management plan and condominium documents. Conclusions of Law: The Planning and Development Department, having made the above findings of fact, reaches the following conclusions of law: 1. That the First Amended and Restated Development Agreement implements and formalizes the requirements for the construction of on-site and off-site improvements under the related site plan proposal (FLD2014-05013); 2. That the First Amended and Restated Development Agreement does not comply with CDC Section 4-606.G.1.i; and 3. That the First Amended and Restated Development Agreement is consistent with and furthers the Visions, Goals, Objectives and Policies of the Comprehensive Plan. Based upon the above, the Planning and Development Department recommends the DENIAL of the revised development agreement based on the fact that certain aspects of the parking management plan and condominium documents have not been agreed upon by the City. Prepared by Planning and Development Department Staff: Kevin W. Nurnberger, Planner III ATTACHMENTS: Photographs Community Development Board — August 18, 2015 DVA2014-06001A — Page 4 � s; �..r- :�- �_ e:� Lookin� �uutfi��isi a� i�riicun � all: >I�opping center. I�I n� --- _ I�i ��1 � � ' hii �!i � � �� Looking west from Pelican Walk Shopping Center. �� r; , �" : � Looking west from Poinsettia and Baymont Street intersection. ,; i .i� ��uil� ��t <�t pr<;�iriU�s :;�� t :ide of Mandalay 1��<- �� I �-. • � . ____ � , ' �, � � _: ` � ,h: ;; i .._ � .. _ . �� . . . Lookin south r f om Poin settia n a d Ba mont intersection at Lookmg south along Pomsettia Ave. Subject g y property to the right. west side of Poinsettia Ave. 483 Mandalay Avenue DVA2014-06001A : �, : �� ;; �� .,. �.. �il �I w_.a` 7��F..: ', Hl o [!1 ,,. �,.� y�, „� �� i� Looking west from subject property from Poinsettia Ave � 1' `r �► {44'rrr ,� tr'�rr�� , a t�� . � � ; � , � �.� {�l � i . 5r1�� j� �F5 ...._�, � . . d . � .;a.� � _._ -� ; Looking southwest at subject property along Poinsettia Ave , � �, A ;'�• � r�., � " � r � .a� I �'��,_ i �� .� t �.+ i;�ii . hi , -�— : _ � MGY �:�5 2a14 � ., � Looking north from south side of subject property ;,;� /� i _. � - � ��- �� - < ��t � � ,� ,� � i �r � ,r .. �t� i a � `�� ', � � �: y�''� ar'yt��Li k`�',�� a � tir�'�. a� � > , � � ��, ,� � �° Looking east at Pelican Walk Shopping Center from wzst side of Mandalay Ave. Looking east at Pelican Walk Shopping center Iorm �ti��t side of Mandalay Ave. 483 Mandalay Avenue DVA2014-06001A Kevin W. Nurnberger 100 S Myrtle Avenue Clearwater, FL 33756 727-562-4567ext2502 kevin.nurnber e�r(a�mvclearwater.com PROFESSIONAL EXPERIENCE Planner III March 2011 to present Planner II October 2010 to March 2011 City of Clearwater, Clearwater, Florida Duties include performing the technical review and preparation of staff reports for various land development applications, the organization of data and its display in order to track information and provide status reports, and making presentations to various City Boards and Committees. Planner County of York, Yorktown, Virginia 2007 to 2009 Reviewed residential, commercial and mixed use development site plans to ensure compliance with planning, zoning, subdivision, historic preservation, and environmental standards as well as design criteria, specifications, regulations, codes and ordinances. Led pre-application meetings with residents, neighborhood organizations, contractors, and developers regarding future projects which included state and local government agencies. Site Assistant Gahan and Long Ltd, Belfast, Northern Ireland 2006 to 2007 Enforced Article 3 of the Planning Order (NI) with land owners, developers and district councils on procedures relating to archaeological and built heritage remains on proposed development sites. On site assistant to project manager during the archeological process throughout the pre-development stage. Development Planner Versar Inc, Fort Story/Fort Eustis, Virginia 2005 to 2006 Developed survey strategies for the Cultural Resource Manager by reviewing local and state planning documents, the Secretary of the Interior's Standards for Preservation Planning on Federal installations, the Virginia Department of Historic Resources, the Virginia Department of Transportation plan, and Virginia Power's public utility plan in the predevelopment stages of new development and building expansion projects to ensure protection of historic properties. City Planner City Planning Commission, New Orleans, Louisiana 2000 to 2005 Primary subdivision planner assisting applicants throughout the subdivision process in accordance with the zoning and subdivision regulations of the City of New Orleans. Reviewed various zoning and conditional use applications. Prepared and presented staff reports to the City Planning Commission and Board of Zoning Adjustments. EDUCATION University of New Orleans, LA MA Urban and Regional Planning (2004) State University of New York at Buffalo, NY BA Anthropology (1999) APPROVAL OF DVA 2014-06001 A 483 Mandalay Ave. Pelican Walk Parking Garage LL � � F- � V � II� r� i� �.. - - Brian J. Aungst, Jr., Esq. Michael C. Foley, Esq. Macfarlane Ferguson & McMullen, P.A. 625 Court Street, Suite 200 Clearwater, FL 33756 PELICAN WALK PARKING GARAGE APPROVAL TIMELINE 1. March 20, 2014: City Council unanimously approves Letter of Intent 2. June 4, 2014: 3. July 15, 2014: 4. August 19, 2014: 5. August 20, 2014: City Council unanimously approves Purchase Agreement CDB approves Flexible Development Application for design and development of parking garage CDB recommends City Council approve Development Agreement City Council unanimously approves Development Agreement � � � � �r r �■r �■ r �r +� � � �t � � � r � -� � � � i � � I � � � ' � � � � i � � � , � &/2/2014 �Retail Plazas il Sales and Services al and Community Center ility/Infrastructure cilities (4) Municode I15,000 100 35-50 —15 5, 000— 50-100 35 - 50 —15 10,000 i, 000— 50-100 35-50 10-15 0,000 /a n/a n/a 25 �p f : .�.4� . � � i�) Specific use, height, setback and parking standards set forth in Section II., Future Land Use (Character Districts) and height standards and Coronado and Hamden Drives setback/stepback standards set forth in Section IV., Design Guidelines, of Beach by Design: A Preliminary Design for Clearwater Beach and Design Guidelines, shall supersede these standards. Governmental uses shall not exceed five acres. Any such use, alone or when added to contiguous like uses which exceed five acres shall require a land use plan map amendment to Institutional which shall include such uses and all contiguous like uses. Public transportation facilities shall not exceed three acres. Any such use, alone or when added to contiguous like uses which exceed three acres shail require a land use pian map amendment to Transportation/Utility which shall include such uses and afl contiguous like uses. Utility/infrastructure uses shall not exceed three acres. Any such use, alone or when added to contiguous fike uses which exceed three acres shall require a land use plan map amendment to Transportation/Utility which shall include such uses and alt contiguous like uses. For those properties within the boundaries of the Retail/Restaurant District, as established by Beach by Design, off-street parking shali not be required. Swimming pools and/or decks in conjunction with a swimmin either an attached dw�ellings, overnight accommodations, org sort t tta hed dw�eli ngs to principal use on Clearwater Beach are permitted a rear setback of zero feet. i2) (3) (4) � i5) (6) �_,o ,o_zo 0-10 10-20 )-10 10-20 � 10 �a s paces per 1, 000 GFA 4-5 spaces per I,000 GFA(5) I-5 spaces per , 000 GFA /a Flexibility criteria: A• Accessory dwellings. �• One accessory dw�elling that is subordinate and accessory to a principal permitted use. 2• Title to the accessory dw�elling is vested in the ownership of the principal use. 3• The floor area of the accessory dw�elling does not exceed 25 percent of the floor area of the principal use. B• Alcoholic bev�rage sa/es. � • Location. a• The parcel proposed for devefopment is not contiguous to a parcel of land wt�ich is designated as residential in the Zoning Atlas; b• The use of the parcel proposed for development will not involve direct access to a major arterial street; �• The design of all buildings complies with the Tourist District design guidelines in Division 5 of Article 3. 2� Front setback: S✓2/2014 /Entertainment� �Overnight Accommodations(3) 10,000— 100-150 I 0, 000 Resort Attached Dwe(lings(3) 5,000— 50-100 10, 000 testaurants 5,000— 50-100 10,000 etail Plazas 15,000 100 ! Sales and Services (1) � �2� (3) , 000— I50-100 0, 000 Municode 35-100 —�5 �5-100 —15 5-100 —�5 -1U —20 10 10-20 10 10-20 5-100 0-15 —10 i-100 —15 —�p 0-20 0-20 Q FT of lot area o s determined by tl >mmunity :oordinator based o TE Manual tandards —1.2 per unit .5 per unit '-12 spaces per ,000 GFA(2) spaces per 1, 000 FA -5 spaces per .,000 GFA(2) � l� r' ,.� � i ��. / � � . . �' v Specific use, height, and setback standards set forth in Section 11., Future Land Use (Character Districts), and height standards and Coronaqo and Hamden Drives setback/stepback standards set forth in Section IV., Design Guidelines, of Beach by Design: A Preliminary Design for Clearwater Beach and Design Guidefines, shall supersede these standards. For those properties within the boundaries of the Retail/Restaurant District, as established by Beach by Design, off-street parking shall not be required. Swimming pools and/or decks in conjunction with a swim either an attached dw�ellings, overnight accommodationsm�ng pool that are accessory to principal use on Clearwater Beach are permitted a rear setback of Zero feet. d��ngs Flexibility criteria: A• Alcoholic bevierage sa/es. � • Location: a• The parcel proposed for development is not contiguous to a parcef of land which is designated as residential in the Zoning Atlas; b• The use of the parce� proposed for development will not involve direct access to a major arterial street; 2• Height: The increased height results in an improved site plan andlor improved design and appearance; 3• Signs: No sign of any kind is designed or located so that any portion of the sign is more than six feet above the finished grade of the front lot line of the parcel proposed for development unless the sign is a part of a comprehensive sign program; 4• Setbacks: a• The reduction in front setback contributes to a more active and dynamic street life; b• The reduction in front setback results in an improved site plan or improved design and appearance; c. r � � � � � � � � � � � � � � � � � � . N _ � � � � � � � ' � � � � � � � � � � � Beach by Design INTRODUCTION/SUMMARy The City of Clearwater is committed to tlze revitalization o C is both a world famous tour-ist clestination but also home to mor f learwater Beach as a"great" place to live and visit. Clearw e than 8, 000 families. ater Beach Clearwater Beach is comprised of two elements: the natural environment and the built environment. The natural environment — the beach, the bay and near shore waters — are remarkable resources where residents and visitors can recreate and relax. Clearvvater Beach is recognized as one of the trul great beaches in the United States, if not the world. In contrast the built environment on central Clearwater Beach — the traditional tourist area — suffers from obsolescence and age. Most of the buildings in Clearvvater were built at a time when the tourism business was very different than it is today and the strength of the City's tourism is not sufficient to suppart modernization and redevelopment. Beach by Design assumes that there is considerable market su time share and retail uses on a revi al edf Clearwater1Be cheif the negative aspects of character and quality of the public realm including traffic circulation and traffic, are improved. , In 1997 and 1998, a Plan was prepared for Clear�.ater Beach entitled "Clearwater Beach: Strategies for Revitalization." This Plan was prepared after an extensive directive surveys and input from the Ci public process, administration. h' Commission and City implement the reco e pu�°Se of Beach by Desi mmendations of that Plan in light of fiscal and legal constraints, analysis of the economy and the market a well as changed conditions. , s Beach by Desig�i • A Preliminai Y D�ign for Clearwater Clearwater Beach: presented a number of strategies twh cheif implementedilw tion lead to the redevelopment of the Beach. These strategies can be grouped in the following generalized topics: �� '%' Tra�sportation a . '�• Redevelopment of he superblocks be Clearwater Beach and the Hilton and �een redevelopment of the Mandalay retail district ''' Upgrading of the Beach '�' Gulfview/Coronado hoteUretail redevelopment '�• East Shore entertainment district and marina '�• Bayside multi-family redevelopment '�' Brightwater Finger redeveloprrient Inherent to "Strategies or �ecognition o �% Revitalization" is the Yesidents and u lst � t� f nd a balance behveen Transportation and Parking Clearwater Beach: contai�led a number of transportat on a d S for Revitalizatioh of the significant transportation p�king pro jects. Some improvements included � � � � � � � �� a■� r� r�r r�■ir �� r w� modifications to the overall arrival and distri Beach by Design including the narrov�,ing o f M�dalay from four l�eS System, with parallel parking, the expansion of one or both of the to the east and t� �� parallel to Mandala streets Gulfview Boulevard. In addition, Str tegies for�R vital�ns to recommended the developrrient of a coordinated streetsca in Program, the expansion of sidewalks zation garage ro�ects. The amo and si nificant p g unt of parking which these parking projects would add if implemented is up to 1,110 spaces. UPgrading the Beach Strategies for Revitalization contains a number of strategies for upgrading the Beach itself. significant sttategies include the removal of T arkin f the most Beach to create an enlarged beach activi p g from the Gulfview west to the water and the cr at onneo f o�m South promenade" building on the "success of Pier 60 Park as a place "beach of significant pedestrian, bicycling and skating activi enhancements were viewed as si �'•" These viability of the commercial properties�oni theleast Shde of Soute Gulfviev�,. More specific projects included within this overal strategy include: a promenade of colored concrete, undu ' i form, with appropriate beach landsca in latln matchin P g, conversation areas, g trash receptacles, benches and lighting, and the incorporation of tournament quality volleyball courts. Redevelopment of the SuperbloCkS bCt{yggn CleQrwater Bea�h Hote! and the Hilton and the Mandatay Retail District Strategies for Revitalization characterizes the area between the Cleatu,ater Beach Hotel and the Hilton as "t °pp°�unitY for additional high-rise he best development." Strategies por � mixed use hotel concentrated three block strip of upscale beachfront hlotels for a � This by Design: A Preliminay D�i�r for Clearwnter Ro,,,.�. 2 critical mass of develo redevelo Pment is necessary to suppo� the pment of Mandalay as a"Main Street Retail Street" and to generate and support a diversity of u and other forms of entertai P-scale restaurants, clubs Strategies for Revitalization recogn zed that the hei ht li ' of 92' PP1Y on the Beach. might present a real hindrance in attra�tln mitation development and in that event, height limitations gshoulrable relaxed in consideration of "h-ade off demands." d be Cutfview/Coronado Hotel/Retall Redevetopment Strategies for Revitalization redevelopment of Gulfview/Coronado as "key to the long term gnizes success of Clearwater Beach." provides for specific parking/trans ortat on mp�ovementslt ation area in order to "optimize project densities in the �ea ° this design of buildings in this area should ailow ' The maintaining human scale at bn'eater height while light, air and view corridors. pedestrian level and maintaining East Shore Entertainment District and Marina Strategies for Revitalization views the East Entertainment District and marina as an o Shore available commercial oppo�nities that can �ake adVantage�od lmmediate water side development. It also suggests a two 1eVej waterfront retail and restaurant activi Mandalay retail district and a �' area lirilced to the would allow linkage to the Ci ma�na with a boardwalk which tY's marina. Bayside �ulti family Redevelopment Strategies for Revitalization proposes that some of the small hotel and motels be converted to comparable densities, thereb �e residential uses of viable small hotels. Between ga strengthening any remaining Ymont and Papaya there shoul� � � ' � � � � � � � � � � � � � � ' � ; ---.---.---�--, � � � ; c � � � � � � � r � � , �!-_:� _ %-�.._ i ; �i; ' � i ; ;; ; ' �. � � � ! � � , � � � � � ;-�- .. �._._.�..-. _ _ �,< , -- =�.., � �'•. -._ - ; � ',- _ _",_•� � - _,� _ _- - ._. >., ��-. � -.. •� '�. Beach by Design; A preliminory Desi gn jor C/QO�.x,pter Beoch Beach by Design D• Retail and Restaurant District A key element of any successful resort destination is a vital retail and restaurant district. Given traffic considerations for North Mandalay, Beach by Design contemplates that North Mandalay will be an attractive street, but will have limited function as a two-sided "retail street." As a result, Beach b contemplates that the land area betw e North Mandalay and Poinsettia will become a retail/restaurant district in contrast to North Mandalay becoming a great retail street. Several uses includin Heilemans and Eckerds f ontPoncboth No h� Mandalay and Poinsettia efficient and furictional land use�lpattern, q key element of. the RetaiJ an.d Rcstaurant � District strate�y is the construction of a parking gara�e �,��h �,ill provide convenient parking to the District. R!c::" M t ay.. .. M u.. ,� 1 '.� �` ":lu�:. ur,y; ll z + � . ��. . v �� • ��..��r /:�•w._. 11 , ... _ _. ., - ..a� . ,. _ -..-�. _ _._,,� ;� . —�. ,. - .,.. , —•�,. �w,'-,� -....�. _ .. 19 City ojCle- o- �.x,or- � � � � � � � a� � � � w� r �r �r � � � a� Beach bY Design Strategies for Revitalization surface parking spaces to prOposed removal of the exception of the S the west of South Gulfview Mark, and the �on�ace lot immediately north of theWith the between South �ction of par]ung garageS ln the b ocks Hamden. Gulfv'e�'�' and Coronado a n d H o w e ver, the cost of land assembl Coronado and existing income producin Y— ac quirin par king space to a level hc hes notmeasonablases the cost p g parking revenues, p a� i c u l a r ly w here the Y S u o Pp rtable by Parking spaces are jor 43 relatively retnote - � Beach from the -� � .. ....�..,., ' as was proposed in Strategies for Revitalization, � • t t '`v Approximately 400 ,'� . �j parking spaces are to be ` '�i relocated. In • � °. � � • o addition, �4 `' � available data and a ' • ° " stud parking " {� �� y conducted for the City �� t� �� indicates that at least 400 ��'� t additional parkin �� ' � needed g SPaces are �, .� `� R� to meet existing ; f "" � � parking demand durin :�,'xt'�`� � 200+ dayS of highest g the .. ��r; � demand on Parking :� "° "`*-� �he Beach. If the ` ��' North � � . Mandalay corridor is •��, �''� ':+ uP�'aded and the �: " uses along ��'� � �� ,�j the corridor flourish, ;�:,v; '� �' f � additional parking of 200 to � ,400 additional s r ' '` ' paces would ' � be required. The timing of the � North Mandala � be influenced b y gar�ge �'ill Relo�atton of ``\. after North y the extent to which on-street parkmg is avai�`a�ie '`, ` Mandalay is improved. Beach by Desi ," parking facilities p � contemplates at least t�.o n Clearwater geach and additional additional and when additional demand revitalization, �e f�st �o �S�S in the fo g�rageS �f P a r k an d a second on the s �°f �omm u n i ty ga r a g es — one to the south of Pier 60 Walk specialty retai l center�ace parking area be hin d the Pelican as soon as practicable, are prOgra�ed to be constructe d addit i o n a l p a r� Beach b y D e s i g n r e commends that the — that ls g garages be constructed o n a s e l f- f inancin d e b t s ervice is covered by net Additional garages� e a parkin g basis Rockaway and the other betwe ngSouthtGulfvie"v g revenues. underutilized land at ;' _ and BaYWay in ' ctry � � � � � � � � � � ' � � � � � � � � the Clearwater Pass District economically feasible, as —�'ould be constructed when existin demonstrated by occu g facilities or where a pan�Y rates in significant redevelopmendrevitali at on initiative. d to su pport a A• South of Pier 60 Park par�n g Garage The exact location of the additional parkin south of Pier 60 Park is dependent on a including the willin g garage to the gness of number of variables with the City. The Ci private property o�ers to cooperate concept of a ve n CO�lssion has previously approved the ry large garage to be constructed on the Pier 60 parking lot and the Days Inn ro e acquisition of the Da S I p p�3'• The concept involved the leg of South y� prOpertY� the closure of the east-west Gulfview and the possibility of 150+ units to be constructed as a hospitality justification for the inclusion o he Plei 60°lect. �e project was the cost advantage, because the pnmary land is currPr+��. ,.._W _,. P�'king lot in the Beach bY Design between South would be a Gulfview arid Coronado. at least 500 p� �f a �erticall �e pr�Posed garage parkin S Y mixed use project and would make is relativel g paces available to the Ci y indifferent as to the �'• Beach by Design long as the parkin Precise location of the from the g Spaces are located within a reason ble gv�,alk dry sand Beach. The alternative is explicitly contingent on a Parkin South Gulfvie�,i, into a municipal co g garage proposal Gulfvie�, aS a great street or bmcl f I t Place b�ent to transform principal advaritage of the altemative y lmproving South p y osing the road to traffic. The parking garage �,ill not be cons garage location is that a parking lot beh,�,een �cted on the Beach on the Pier 60 principal disadvantage of�he atematvetgaraBeach p p The provide sufficient parkin S ro er. 8 paces to acco g ls that it may not of spaces the each �odate the relocation proper to the west of South Gulfviev�, and increase the inventory of beach p�k;,,Q �,,, ,,,,,, ,.. . � � � � � � � �:' � ��±. � � � � � � � � � � � � Beach by Design ' `';�'�� '.' :t Another possible .. location for a garage south ,�� of Pier 60 exists in the � ;� ��. vicinity betvveen - '' � Coronado and 1'' and between Third Stre t � �"`"-` � -+ and Brightwater. This � ► - � ' ' area presents � , . . � an �PPortunity for a garage a - • _' • • � �, • ' with a residential Hatnden could be vacated in order to onsolida et la d and creat portion of a waterfront parcel. Vacating a portion of Hamden would not impede traffic flow but actually traffic calm this area o f e Beach and enhance the residential character of the Devon �and Bayside cul-de-sacs. Analysis of the traffic impact of this altemative would have to be conducted. This option also ' workable without the vacation of Hamden. is B• Pelican Wa�k Garage The Pelican Walk Garage, to be constructed on the existing surface parking lot on the Poinsettia side of the prope is conceived to provide additional convenient and secure � for North Mandalay and the Retail and Restaurant District and t' compensate for the possible loss of on-street ar . p�king the improvement of North o Mandala p king as a part of anticipated to be a catalyst for the revitalizaton and xp ns neof existing improvements in the District. The size and the timing of the Pelican Walk garage will be dictated by the abili extent to �, h' of the garage to pay for itself and the hich individual property owners are willing to participate in some sort of public/private partnership. W}lil c by Design; A prefiminQi p Y esign 45 severa] properties like Heilemans and the Clearwater Beach Hotel have an apparent need for additional parking, particularly dwin season, total demand for additional spaces is not, at this time, sufficient to suppo� the debt necessary to construct the garage, A recent parking demand study indicates that the garage might actually generate sufficient revenues to support debt service if the garage is successful in attracting beach patrons to garage, but that even then, the net revenues would be insufficient to meet bond coverage requirements that projected revenue equal to 140% o f debt service. Additional development or revitalization along North Mandalay or property owner participation in the garage would be necessary if the garage is to be financed exclusively on a revenue basis. 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O LL �� a N 2 v„ xa�aia� r� � ri■.� � � � � � �r � �r r �r � r r i r � � r� w�r s�■� � w �w r� r a■r � �w ��r � � ' � � ' � 1 � , =��= =� JULY 3, 2015 TO ALL RESIDENTS, TENANTS AND GUESTS AT THE SANDPEARL FROM: MANAGEMENT-JOYCE GONZALEZ ' RE: JULY 4T" WEEK-END PARKING - NO MORE GUEST SPACES ARE AVAILABLE � 1 � � 0 � � � � � � UNFORNUNATELY WE HAVE NO MORE PARKING SPACES AVAILABLE STARTING TODAY. THOSE OWNERS WHO CALLED EARLIER THIS WEEK WE WERE ABLE TO ACCOMMODATE. PLEASE MAKE OTHER ARRANGEMENTS FOR YOUR GUESTS. ANY GUEST WHO ARRIVES AND WAS NOT ON THE LIST WE WILL HAVE TO TURN AWAY. IF YOU HAVE MORE THAN 1 CAR ON THE PREMISES AND ARE ABLE TO MOVE ONE CAR, PLEASE LET US KNOW IMMEDIATELY. WE APOLOGIZE FOR ANY INCONVIENIENCE THIS MAY CAUSE. THANKS FOR YOUR UNDERSTANDING. FIRST AMENDED AND RESTATED AGREEMENT FOR THE DEVELOPMENT OF PROPERTY (PELICAN WALI� This First Amended and Restated Development Agreement {the "Agreement") is made as of this day of , 2015, by and between THE CITY OF CLEARWATER, FLOR.IDA, a municipal corporation and political subdivision of the State of Florida (the "Cit}•"), and PV-PELICAN WALK, LLC, a Florida limited liability company ("Paradise"): WITNESSETH: WHEREAS, one of the major elements of the City's res7talization effort is a special azea plan for the revitatization of Clearwater Beach adopted under the provisions of the Florida Growth Management Act, Florida. Statutes Chapter 163, Part II, and entitled. Beach by Design; and WHEREAS, Florida Statutes Sections 163.3220 - 163.3243,(2014) the Florida Local Government Development Agreement Act ("Aet"), authorize the City to enter into binding development agreements with persons ha��ing a legal or equitable interest in real property located within the corporate lunits of ihe City, and WHEREAS, the City of Cleazwater has adopted a community revitalizatian plan entitled Beach by Design; WHEREAS, Beach by Design contemplates the provision of addihonal off-street parking on Clearwater Beach in support of revitalization of the retaiUrestaurant district, the East Shore marina district, the North Mandalay area, to promote resort development, and ta promote beach patronage; WHEREAS, on days of peak beach patronage, there is a serious shortfall in the availability of pablic parking on Clearwater Beach; WHEREAS, the City of Clearwater has . exhaustively analyzed the opportunities for providing additional parking on Clearwater Beach; WHEREAS Pazadise and Pelican Walk Investors, LLC are the owners of certain rea1 property on Clearwater Beach popularly known as the Pelican Wa1k Shopping Center and the Pelican Walk garking lot. Pelican Walk Investors, LLC has executed a limited joinder in this Development Agreement as set forth in Exhibit "A" and incorporated herein by reference; WHEREAS, Beach by Design identifies the existing surface parking lot of the Pelican WaIk Shopping Center as the preferred site for a parking gazage for North Mandalay and the Retail and Restaurant Districts ("Parking Gara.ge Site"); WHEREAS, the City of Clearwater has conducted various studies of the feasibility of constructing additional off-street parking and evaluated several diffe�rent sites on North Beach; Pelican Walk Pa�ng Crarag�e Fitst Amencled and Restated DevelopmentAgreement �j v�l z vi �l -vc000�,Q WHEREAS, Paradise intends to develop and construct on what is currently the Pelican Walk Shopping Center and the Parking Garage Site a retailJcommercial project, including a parking garage containing approximatety 702 total parldng spaces, (colIectively, the "Pro'ect" on the property more particularly described in Exhibit "B" attached hereto (the "Pronertv"). WHEREAS, the Property, which includes the current Pelican Walk Shopping Center property described in Exhibit `B-1" ("Existing Retail Center"}, shail be and will be submitted to the condominium form of ownership pursuant to Chapter 7I8 of the Florida Sta.tates and condominium doceaments sha11 be prepared. The condominium shall contain units to be utilized for pub�ic and/or private pazking. WHEREAS, Paradise proposes to sell a 450 parking space condoxninium unit to the City ("Parking Unit Two "or "PU-2") to facilitate the pro��ision of additional off-street parking on CIearwater Beach; WHEREAS, the City and Paradise have worked diligently to identify a financially feasible approach to the construction of a new parkiag garage on the Parking Garage Site; WHEREAS, the City employed professionals experienced in the financing of parking gara.ges to evaluate the economic feasibility of vazious options for a new parking gazage on the Parking Garage Site; WHEREAS, the economic feasibility anaiysis prepared for the Ciry revealed that the development of the Parking Garage as proposed bS• Paradise and the City's purchase of PU-2 is financially feasible and will generate sufficient revenue for the City to own and operate PU-2. WHEREAS, on June 4, 2014, the City and Paradise entered into a Purchase Agreement for the purchase and sale of PU-2. WHEREAS, on , 2015, the City aud Paradise entered into a First Amenciment to the Purchase Agreement which is contingent upon Community Development Boazd and City Council app�roval of this First Amended and Restated Development Agreement among other things. A true and accurate copy of the Purchase Agreernent and the First Amendment to the Purchase Agreement are attached hereto as composite Exhibit "C" and are incorporated herein in theiz entirety. WHEREAS, Paradise represents that the parking garage proposed by Paradise is not economically viable without the City's purchase of PU-2; WHEREAS, the City has determined that the construction of a new parking gazage on the Parking Garage Site with at least 450 parking spaces available to the public will serve the best interests of the citizens of the City; WHEREAS, the provision of additional public parking available is a �•alid public purpose; WHEREAS, the City understands that Paradise is willing to undertake the financial risk Pelican Walk Paridng Crarage Fitst Amendeci aud Restated Development Ag�+eement of designing, consfructing and operating the proposed. Parking Gara.ge and that Paradise is relying upon the Purchase Agreement and First Amendment to the Purchase Agreement attached hereto as E�chibit "C" WHEREAS, at a duly called public meeting on the 19�' day of July, 2014, the Community Development Board approved the design of the Parking Garage and recommended that the City Council approve the Develvpment Agreement; WHEREAS, at a duly callai public meeting on the 20�' day of Augusi, 2014, the City Council approved this Development Ageement, and authorized and directed its execution by the appropriate officials of the City; and. WHEREAS, at a duly called public meeting on the day of , 2015, the Community Development Board approved the design of the Parking Garage and recommended that the City Council approve the First Amended and Restated Development Agreement; WHEREAS, at a duly called public meeting on the day of , 2015, the City Council approv� tlus First Amended and Restated Development Agreement, and authorized and directed its execution by the appropriate officials of the City; and WHEREAS, the appropriate members of Paradise with authority have approved this Agreement and ha�•e authorized certain individuals to execute this Agreement on its behalf. NOW, THEREFORE, in consideration of the mutual promises and co��enants contained herein, the parties hereby agree as follows: ARTTCLE 1 DEFINTTIONS. I.Ql Defini�ons. The terms defined in this Article 1 shall have the following meanings except as herein otherwise expressly provided.: 1. "Agreement" means this First Amended and Restated Development Agreement including any Elchibits aud any amendments therefo. 2. "Beach by Design" or "Plan" means the strategic redevelopment plan for Clearwater Beach adopted Februaxy 2Q01 as amended through 2015. 3. "City" means the City of Clearwater, Florida, a Florida municipal corporation. 4. "City Councit" means the governing body of the City. 5. "City's Representative" means that person desigrzated by ttie Ciiy to represent the City during the design and construction of the proposed Parking Garage. Pefican Wallc Parking� Cratag�e Fust Amended and Resraaed Devebpment A.greement 6. "Commencement Date" means the date on which Paradise commences or causes a Contractor to comznence site work related to the Pelican Walk Parking Garage which date shall occur on or before , 2015. 7. "Commence construction" means the start of ineaningful physica.l development of a material part of the Parking Garage building. 8. "Construction Completion Date" means the date a fina.l certificate of occupancy is issu.ed by the City for the Pelican Wallc Parking Gazage. 9. "Effective Date" means the da.te of approval and execution of this Agreement as provided in Section 12.I4. 10. "Exhibits" means those agreements, diagrams, drawings, specifications. instruments, forms of instruments, and other documents attached hereto and designated as exhibits to, and incorporated in and mac�e a part of, this Agreement. 11. "Parking Garage Site" means the land on which the existing PeIican Wa1k surface parkinng lot and associated storm water management faeilities are located which is located immediately to the east of the existing Pelican Walk Shop�ing Center and fronts on Poinsettia Avenue, as more particularly described in Eachxbit B. 12. "Pelican Walk Parking Garage" means a parking garage to be constructed on the Parking Garage Site" containing not Iess than six hundred and twenty (620} off- street parking spa.ces. 13. "Plans and Specifications" means the schematic, preliminary and fuial consLruction plans for the Pelican Walk Parking Garage. 14. "Unavoidable Delay" means a delay as described in Article 15 hereof. 1.02 Use of Words and Phrases. Word.s of the masculiue gender sha11 be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context sha11 otherwise indicate, the singular shall include the pleual as well as the singular number, and the word "person" shall include corporations and associations, including public bodies, as well as natural persons. "Herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinaf�er" and other ec�uivalent words refer to this Agreement and not solely to the particnlar portion thereof in which any such word is used. 1.03 Florida State�tes. AIl references herein to Florida Sta.teites are to Florida Statutes (2014}, as amended from time to time. ARTICLE 2. PURPOSE AND DESCRIPT'ION OF PROJECT. 2.01 I�nding of Public Pnrpose and Senefit. The proposed Project, and the design, consiretcfiozi, completion and operation of the Project, and each part thereof, is hereby found by the City. (1} to be consistent with and in furtherance of the objectives of the Land De�•elopment Pelicaa Walk Parlung Gara�e First Amended and RestaDed Development Agreeme,ut Regulations of the City of Clearwater, (2) to canform to the provisions of Applicable Laws, (3) to be in the best interests of the citizens of the City, (4) to further the purposes and objectives of the City, {5) to further the public interest on Clearwater Beach, and (6) to implement Beach by Design. 2.02 Parpose of Agreemen� The purpose of this Agreement is to further the implementation of Beach by Design by providing for additional public parki.ng on Clearwater Beach to enhance the yuality of life, increase employment and improve the aesthetic and useful enjoyment of Clearwater Beach, all in accordance with and in furtherance of the Land Development Regulations of the City of Clearwater and as authorized by and in accordance with the provisions of Florida law. 2.03 Scope of the Project. Descri tion. The Project shall include a cominercial parlang gara,ge, private and pnblic parking, commercial and reta.il uses and appropriate accessory uses ar�d shall be developed in substantiai conformity with the Conceptual Plans, copies of which aze attached as E�ibit "D" hereto. 2. Formation of the Condominium. Paradise sha11 create a six (6) uni,t commercial condominium for the Project and Existing Retail Centec. Retail Unit One {RU-1} shall consist of the Existi.ng Retail Center described in Exhibit B-1 azid improvements thereon, Retail Unit Two (RU-2) sha11 consist of the new approximately 12,000 square foot retail space with no common elements except for exterior walls excluding doors and plate glass, Parking Unit Ground (PU-G) shall consist of 28 pazlcing spaces on the ground floor, Parking Unit One (PU-1) shall consist of 114 pazking spaces on the first and second floors, ParlQng Unit Two (PU-Z) shall consist of the next Iowest 450 parking spaces to be acquired by the City pursuant to the Amended Purchase Agre�ment plus any additional spaces acquired by the City pursuant to its herei.nafter described option, and Parking Unit Three (PU-3) shall consist of the remaining I 10 spaces (reduced by the ntunber of spaces acquired by the City pursnant to its option, right of purchase or right of first refusal). All development rights remaining on t�e pazking lot parcel shall be retained by RU-2 and be available for transfer (TDR) to another site as permitted by the Clearwater CoYnmunity Development Code. The available development nights retained in RU-2 shall be calculated based upon the original nn�ified parcel configuration, which includecl the parking lot parcel and the Pelican Walk Shopping Center parcel. PU-G, PU-1, and PU-3 may be divided into multiple units. Paradise sha11 submit the Propeny, including the Existing Retail Center, to the condominium form of ownerslup pursuant to Chapter ?18 of the Florida Statutes. The condominium documents sha11 be in a iu a form to be approved by City with a consent or joinder from any lender or lienholder or any other party ha�-ing any record interest in a.ny mortgage or lien encumbering the interest in the Property as required by Section 7I8.104(3) of the Pelican Wa1k Parldng Garage First Ameuded and Restated Development A,greement Florida Stahites. It is anticipated that the maintenance fees of ihe condominium will be allocated between the Units on an equitable basis �mutually agreed upon by Paradise and City based on the anticipated maintenance and costs associated with the different units with the understanding that all improt•ements on RU-1 e will be maintaa�aed. by the owner of RU-1 and the owner of RU-lshail control the improvements made within said Unit Cost of utilities shall be segregated to the Unit receiving service and not be a common expense, where possible. Prior to the Cit�r's purchase of PU-2, the condominium documents, once approved by the City, shall not be materially modified or amended without the prior written con�sent of the City, which consent shall not be unreasonably withheld. 3. Use of Parkin� Units/Spaces bY Paradise and the Citv The use of the Pazking Units/Spaces shall be limited and restricted as follows: PU-G shall consist of 28 spaces that may not be rented on an hourly basis but may be leased or rented by Paradise on a non-hoezrly basis, PU-I shall cflnsist of 114 spaces that that may be apportioned by Paradise as Ieased parldng, hourly parking, or both. Subsequent to closing, PU-2 shail consist of 450 spaces 3'75 of which may only be rented on an hourly basis while 75 of which may be apportioned by filie City as leased parking, hourly parking, or both. PU-3 shall consist of 110 spaces that may not be rented on an hourly basis but may be Ieased or rented by Paradise on a non- hourly basis. Paradise agrees to submit a mutually agrceable commercially reasonable Parking Management Plan for the operation of PU-G, PU-1, PU 2 and PU-3 as a condition of closing. The parties have developed a conceptual parking managernent plan which is outlined in Exhibit "H." The parties agree that the restrictions on the use of the Pazking Units/Spaces contained in this First Amended and Restated Development Agreement and the terms of the Parldng Management PIan may be amended upon mutual agreement of the parties without amending this First Amended and Restated De��elopment Agreement or the Purchase Agreement and First Amendment to the Purchase Agreement which are attached hereto as E�chibit "C." Any spaces within PU-G, PU-1, and PU-3 sha1l not be leased for an aznount less than 50% of the then current monthly space rental charge charged by the City for parking spaces in PU-2. This restriction is limited to Paxadise's monthly rentals on13�. 2.04 Cooperation af the Parties. The City and Paradise recognize that the snccessful development and operation of the Parking Garage is dependent upon continued cooperation of the City and Paradise, and each agrees that it shall act in a reasonable mauner hereunder, provide the other party with complete and updated inforination from time to time, with respect to the conditions such party is responsible for satisfying hereunder and make its good faith reasonable efforts to ensure that such cooperation is continuous, the purposes of this Agreement are cazried out to the full extent contemplated hereby arid the Parking Garage is designeci, constructed, completed and aperated as provided herein. Pelican Walk Parking ('r��e Fnst Amendcd and Restatcd Devebpment Agreemetet ARTICLE 3. REGULATORY PROCESS. 3.01 Land Development Reguiations. Land Use Desi�nation. The Pa,rking Garage Site is locaied within the Tourist District as provided in the City's Land Development Regulations. 2. Amendments to Land Der eIo rnent Re ations. The City's current Land Development Regulations shall govern the development of the Project for the duration vf this Agreement. 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, subject to the terms and conditions of this Agreement. 3.02 Development Approvals and Permits. Applications for Development Ap,proval. Paradise shall prepare and submit to the appropriate governmental authorities, including the City, applications for alI necessary Permits for the Parking Garage, and shall beaz all costs of preparing such applications, applying for an�d obtaining such permits, including payment of any and all applicable applica.fiion, inspection, regulatory and impact fees or charges, except as otherwise provided in this Agreement. A Iist of all pe�rmiis and approvals required to implement the provisions of this Agreement is attached as Exhibit "E". The failure of this Agreement to address a partictxlar permit, condition, term or restriction shatl not relieve the Developer of the necessity of complying with the law governing said permitting requirements, conditions, terms or restrictions. 2.Schedule. A Project De�elopment Schedule is attached to this Agreement as ExIubit "F" that identifies specific tasks to be completed through the entire Project and the proposed date for completion. Citv Cooveration and Assistance., The City shall cooperate with Paradise with regard �o all necessary approvals and or permits required for the construction, completion and opening for business of the Parking Garage which may be required from an agency of governinent other than the City. If reqnested by Paradise and authorized by law, the City will join in any application for any permit or approval, or, alternatively, recommend to and urge any goveinmental authoz�ity to which application for any permits has been made that such permit or approval to issue ar approve the requested permit or approval, to the extent that the work covered by such Permit(s) is not in violation of the ierms of this Agreement. Pelican Waik Parlang Cr�-dge First Amended and Restated Developrnent Agxeement 4. Citv AuthoritX Preserved. The City's duties, obligations, or responsibilities under any seetion of this Agreement, specifically including, but not limited to, this Section 3.02, shall not affect the City's right, duty, obligation, authority and power to aet in its go�•ernmentaI or regulatory capacity in accordance with applicable laws, ordinances, codes or other building regulations. Notwithstanding any other provision of this Agreement, any required permitting, licensing or other regulatory approvals by the City shall be subject to the established procedures and requirements of the City with respect to review and permitting of a project of a similar or comparable nature, size and scope. In no event shall the City, due to any provision of tlus Agreemen� be obligated to take any action concerning regulatory approvals except through its established processes and in accordance with applicable provisions of lavv. 3.03 Not � Development Order or Permit The City and Paradise hereby acknowledge, agree and represent that this Agreement is not intended to be and should not be construed or deemed to be a"developznent order" or "development permit" within the meaning of those terms in Section 163.3164, Florida Statutes. ARTICLE 4. PLANS AND SPECIFICATIONS. 4.01 Plans and Specifica.tions. 1. Responsibilitv for Preparation of Plans and Specifications Paradise shall be responsible for and shall pay the cost of preparing the site ptan and schematic, preliminary, and final construction plans for the proposed Parldng Garage. During the design pzocess, Paradise agrees that the City's Representative shall have access to and a right to review and approve all phases of design and construction processes. 2. Appro�•a1 of Plans and Svecifications for PU-2. The City has pre�7ously approved the Conceptual Plans in its regulatory capacity. Exhibit "G" attached to this Agreement sets forth the City Standazds for PU-2 to be owned by the City (the "Parking Unit"). In ozder to ensure that the design of tlie Parking Unit will meei the Cit}�'s standards, the Plans aad Specifications for the Project sha11 be submitted to the City for re��iew and comment prior to the submission of any application for a bwilding permit, othet than a foundation pezmit. The City's review of the Plans and Specifications hereunder in its proprietary {i.e., non-regulatory) capacity shall be Iimited to compliance by the Parking Ur�it guideIines attached hereto as Exhibit "G". The City shall notif�• the Developer in writing within thirty (30) days following receipt that the Plans and 5pecifications have or have not been approved, and ut the case of disapproval, the specific reason(s) for such disapproval. If the Plans and Specifications submitted to the City by the Developer substantially comply with this Agreement and have not materially cbanged from the Conceptual Pelican Walk Parking Garag�e Ficst Anaended and Restabed DevelopmentAgreement Plans in a manner which causes the Parking Uxut to no longer conform to the City Parking Garage Standards, the City shall approve the Plans and Specifications a.s submitted. The City's failure to respond to the Developer within said 30-day period sha11 be deemed approval. Character and QualitY The City and Paradise agree that the proposed Parking Garage shall be designed, constructed, maintained and operated in a manner consistent wi� other first class or high quality parking garages in the Tampa Bay region. The City and Paradise further agree that the Pa=ldng Garage will be designed and constructed in a manner which will ense�re that the Pazking Garage has a positive impact on the appearance and communi�y character of Clearwater Bea.ch. The City ackuowledges that the conceptual plans for the Parking Garage attached hereio as Exhibit "D" satisfy the requirements of this section. 4. Useful Life. The City and Paradise agree that the Parkircg Garage wi11 be designed and constructed so as tv ha.ve a usefiil life of not less than forty (40) years. 5. Use of Qualified Professionals. Paradise shall retain qualified professionals to prepare the Plans and Specifications and sha11 cause such professionals to prepare the Plans and Specifica.tions. ARTICLE 5. PARADISE UBLIGATIONS. 5.01 Financing for Parking Garage. Paradise shall provide City with evidence to the City's satisfaction of Paradise having obtained financing adequate to construct the Project and Paradise's Iender shali have entered into a snbordination/non-disturbance/tri-party agreement with City and Paradise as described hereinafter below. The Devetoper covenants and agrees that the Project Financing docwnents shall include a provision which provides that in the event any Project Financing secured by the Parking Unit shall become dne and payable by maturity or acceleration, the Project Lender sha11 gzve wxitten notice thereof to the City by certified mail, return receipt requested, or by overnight courier or by hand deliver. Such notice from the Project Lender to the City shatl state the basis of the default by the Developer a.nd shall include copies of any pleadings in any proceeding instituted by the Project Lender(s) incident thereto. 5.02 Construction of the Project. 1. Commencement. Paradise shall commence construction of the Parking Garage in accordance with the Plaus and Specifications for the Pazking Gazage within six (6) manths after the Effective Date and sha11 thereafter diligently pursue construction to completion within eighteen (18} rnonths of the Effective Date, subject to extensions for Unavoidable De�ays. 2. Pavment of Contractors and Suppliers. Paradise shall be responsible for all on-site Pelic�u Walk Parldng Crardge First Amended aad Restated Development Agreement costs relative to the development of the Project, including the Parking Unit. Pazadise agrees to promptZy pay, or axrange to be paid, all moneys due and legally owing to all persons or organizations daing any work or furnishing any materials, fuel, machinery or supplies for the design and cflnstruction of the Parking Garage. 3. Maintenance of Constniction Site. During the construction of the Parking Garage, Paradise shall, at its own expense, keep the Parking Gara.ge Site in good and clean order and condition. 5.03 Subordination/Non-Disturbaace/T�ri Party Agreemen� Ciry shall be provided upon the filing of any lien on the Property with a subordination/non-dishzrbanceJtri-party agreement from any mortgagee or lien holder having a lien or mortgage on the Property recognizing the City's rights under this Agreement and agreeing to the City's and Paradise's ability to enforce this Agreement and City's rights hereunder in the event of a default in any laan, lien or mortgage encumbering the Property or any default in fihis Agreement. The subordination/non-disturbanc�ltri-party agreement shall provide, at a minimum, that, in the event that such mortgagee or lien holder succeeds to the interest of Paradise as owner of the Property, such mortgagee or lien holder shall have no obligation nor have any liability with respect to the erection and/or completion of the Pelican Walk Parking Garage, including, but not limited to completing the Parking Unit contexnplated to be conveyed to the City; provided, however, the City is permitted to terminate this Agreement if the mortgagee or Iien holder does not complete the construction obligations of Pazadise, subject ta any notice and or cure rights as pro�ided herein. Tn addition, the subordination/non-disturbance/tri-party agreement shalI provide that the City's option to acquire additional contiguous spaces and the City's right of first refusal to acquire spaces which Paradise is offering to sell to unrelated third parties shall both be subordinate and inferior to the mortgagee's mortgage lien encumbering the Property and the City's option and right of first refusal rights shall noi apply to the mortgagee or lien holder in the event such mortgagee or lien holder seeks possession of the Properry through foreclosure, deed in lieu or such other similaz proceedings. The subordinationlnon-disturbance/tri-party agreement shall be recorded and be binding on and run to the benefit of any successors or assigns of the parties. A memorandum of this Agreement shall be placed of record apon the execution of ttus Agreement. 5.04 Operation of Parking Garage. Prior to the purchase of PU-2 by the City, Pazadise agrees and covenants that the Pazking Garage shal� operate on the following terms and conditions: 1. Open to the Public. PU-2 of the Parking Ga.rage sha11 be available to the general public, iz�cluding the tenants and partners of the Pelican Wa1k Shopping Center, on an equal, first come, first served basis. For the purposes of this Agreement, equal, first come, first serve means that each and every parking space wili available for use by the public at all tames when the Pazking Garage is open, and that at least four hundred and fifty (45Q) pazking spaces shall be un.restricted (no Pelican Walk Pa�Edng C�rage Ficst Amended and Restaaed Developnnent Agreement reserved parking) within PU-2at all times. 2. Hours of Q�eration. PU-2 sha1l be open for public parking 24 hours per day seven days per week. 3. Operation of PU-G, PU-1, and PU-3. PU-G and PU-1 shall consisi of 142 parkng spaces . PU-3 shall consist of 110 parking spaces . Axiy parking spaces within PU-G, PU-1, and PU-3 sha11 not be Ieased for an amount Iess than 50% of the then current rnonthly space rental charge charged by the City for parki.ng spaces in PU-2 . This restriction is limited to Paradise's manthly rentals only. ARTICLE 6. CITY OBLIGATIONS. 6.Q1 Acquisifion of PU-2. As provided in the Amended. Purchase Agreement attach� as Exhibit "C", City shall acquire PU-2 consisting of 45Q contiguous Parking Spaces which shalt materially meet the City's Pazking Garage guidelines as provided in Exlubit "G". Such Unit may be acquire� at a cost per space as set forth in the Purchase Agreement ("Parking Unit") with the City having the option to acquire up to 60 additional contiguous Spaces at a cost of $25,144 per space provided City exercises this option prior to final project design approval or September 4, 2015, whichever sha11 first occur. After September 4, 2015, unti� Closing the City shall still have the zight to purchase additionat spaces only if Paradise is offering to sell spaces to third parties, provided, however, the cost per space shail be at the rate or $25,144.00 per space. After closing, the City shall have a right of first refusal to acquire spaces which the Paradise is offering to sell to unrelated third parties, provided, however, the cost to the City per space shall be the sazne as the third party has offered. City shall be provided, within ten (10) aays of execution of any third party offer for spaces, a copy of the proposed third party offer for the pazking space(s) and the City shall have forty-five (45) days after receipt af the same within which to match the offer from the third party and closing will be within thirty (30} days thereafter. Provided, howeve�r, City shall not be requixed to close on such additional spaces prior to the City acquiring the Parldng Unit with the 450 Parking Spaces. In terms of City's obligation to pay the Purchase Price, the City covenants and agrees to appmpriate in its annual budget, by amendment, if required, and to pay when due under this Agreement as promptly as money becomes available directly to Paradise, axnouats of Non-Ad Valorem Revenues of the City su:�'icient to satisfy the obligation of the City to purchase the Pazking Facility Unit as required under this AgreemeA.t as set forkh herein. Such covenant is suhject in all respects to the payment of obligations secured by a pledge of such Nan-Ad Valarem Revenues heretofore or hereafter entered inta. Such covenant and agreement on the part of the City to budget and appropriate such amounts of Non-Ad Valorem Revenues shall be cumulative, and shall cflntinue eintil such Non- Ad Valorem Revenaes or other legally ava.ilable funds in amounts sufficient to pay the Purchase Price, shall have bee�a budgeted, appropriated and actually paid to Paradise. The City fu.rther acknowledges and agrees that the obligations of the City to include the Pelican Walk Parldng Crdrage FirstAmended and Restated DevelopmentAgteement a�nount of any deficiency in the payment of the Purchase Price in each of its annua� budgets and to pay such deficiencies from Non-Ad Valorem Revenues may be enforced in a court of competeat jurisdiction. Notwithstanding the foregoing or any provision of this Agreement to tlie contrazy, the City does not covenant to ma�ntain any services or programs now maintained by the City which generate Non-Ad Valurem Revenues or to maintain the charges it presently collects for any such services or programs, and the City further reserves the right to pledge any Non-Ad Valozem Revenues to the repayment of any debt obligation of the City at any time, which pledge shall be superior to the use of such Non-Ad Valorem Revenues subject to this covenant. 6.42 Purehase Price of PU-2. The purchase price to be paid by the City to Paradise for PU- 2 is Twenty-Five Thousand One Hundred Forty-Four and No/100 Dollazs ($25,144.00} per space or Eleven Million Three Hundred Fourteen Thousand Eight Hundred and No/100 Dollars ($11,314,800.00) for the 450 spaces, (the "Purchase Price"), subject to adjustments and prorations as provided in the Purchase Agreement. 6.03 Terms of Payment Subject to the limitations set forth herein and in the Purchase Agreement, the Purchase Price shall be paid to Paradise as follows: $11,314,800.00 in current funds at time of Closing, setbject to adjustmez�ts as provided in the Purchase Agreement. If additionaI spaces are being accZnired. and further subject to prorations and adjustments as herein provided, the same to be paid by wire bransfer of federal funds at the time of closing. 6.04 Enforcement of Municipal Parking Regulations. The City agrees to take reasonable steps ta enforce municipal parking regulations on Clearwater Beach. 6.05 Construction of Additiona2 Structured Parking Spaces North of Caaseway Boulevard on Clearwater Beach. The City understands and agrees that as a party to this Agreemeni, Paradise assumes certain financial risks which will be adversely af�ected by the cflnstruction of additional structured parking spaces in tb;;e immediate vicinity of the Parking Garage Site. In consideration thereof, the City agrees not to pursue the developmezxt of another public pazking garage or acquire a public parking garage north of Causeway Boulevazd on Clearwater Beach prior to closing. 6.06 Assistance v�vith Iocahon temporary parking during construction. The City wili assist, but will not be responsible for, Paradise in locating temporary parking for the Pelican Walk Shopping Center during construction. ARTICLE 7. INDEMNIFICATION. Pelican Walk Parldng� Garage First Amended and Restated Devebpment Agreement 7A1 Indemnification by the Developer. The Developer agrees to indemnify, defend and hoid harmless, the Ciry, its respective agents, officers, or employees from any and all liabilities, damages, penalties, judgments, claims, demanrls, costs, losses, expenses or attorneys' fees through appellate proceedings, for personal injury, bodily injury, death or property damage arising out of, or by reason of any act or om.ission of the Developer, its agents, employees or contractors arising out of, in connection with or by reason of, the performance of its obligations covered by this Agreement, or which aze alleged to have arisen out of, in connection with or by reason of, the performance of such obligations. 2. The DeveIoper shall indemnify, defend and hold harmless the City, its offioers and employees from any and a11 liabilities, damages, costs, penalties, judgments, claims, demands, losses, or expenses (including, but not limited to, actual attorneys' fees and engineering fees} arising from or attributable to any breach by the Developer, as the case may be, of any representations or warranties contained in Section 8.01, or covenants contained in Section 8.02. 3. The Developer's indemnity obligations under subsections (1) and (2) of this Section shall survive the earlier of the Termination Date or the Expira.tion Date, but sha11 apply only to occurrez�ces, acts, or omissions that arise on or before the eazlier oithe Terminativn Date or the Expiration Date. 4. The Developer's indemnity hereunder is in addition to and not limited by any insurance policy and is not and shall not be interpreted as an insuring agreement between or among the parties to this Agxeement, nor as a waiver of sovereign immunity for any party entitled to assert the defen.se of sovereign immunity. 7.02 Indemnif cation by the City. 1. To the extent permitted by law, the City agrees to indemnify, defend and hold. harmless, the Developer, its respective officers, and employees from any and a11 Iiabilities, damages, penalties, judgments, claims, demands, costs, lasses, expenses or attorneys' fees through appellate proceedings, €or personal injury, bodily injury, death or property damage arising out of, or by reason of, any act or omission of the City, its respective agents or employees arising out of, in connection with or by reason of, the performance of its obligations covered by this Agreement, or which are alleged to ha.�•e arisen out of, in cannection with or by reason of, the performance of such obligations. 2. The City shall indem.nify, defend and hold harmless the Developer, its officers and employees from� any and all Iiabilities, damages, costs, penalties, judgments, Pelican Waik Pacidng Crar.ige First Ameaded and Restated Development Agreement claims, demands, losses, or expenses (including, but not limited to, actual attorneys' fees and engineering fees) arising from or attributable to any breach by the City, as the case may be, of any representations or wazranties contained in Section 9A1, or covenants contained in Section 9.02. 3. The City's indemnity obligations under this Secbion 7.02 shall survive the earlier of the Terminataon Date or the Expiration Date, but shall only apply to occurrences, acts or omissions that arise on or before the earlier of the Termination Date or tlie Expiration Date. 4. The City's indemnity hereunder is not and shall not be interpreted as an insuring agreement between or among the parties to this Agreement, but is in addition to and not limited by any insurance policy provided that said obligation shalt not be greater than that permitted and shall be limited by the provisions of Secfxoa 768.28, Florida Statutes, or any successor statute thereto. 7.Q3 Limitation of Indemnification. Notwithstanding anything to the contrary contained. herein, with respect to the indemnification obligatzons of the Developer (as set forth in Section 7A1) and the City (as set forth in Section 7.U2), the following shall apply: 1. The indemnifying party shall not be responsible for damages that could have been, but were not, mitigated by the indemnified party; 2. The indemnifying party shall not be responsible for that portion of any damages ca.used by the negligent or willful acts or oznissions of the indemn�ified party; and 3. There shall be no obligation to indemnify hereunder in the e�•ent that the indemnified party (1) sha11 hat�e effected a settlement of any claim without the prior written consent of the indemnifying party, or (2) shall not have subrogated the indemnifying party to the indemnified party's rights against auy third party by an assignment to the indemnifying party of any cause or ac�ion against such third P�Y• 8A1 Rights of Project Lenders. The City he�reby agrees with and for tlze benefit of each Project Lender: (1) When giving notice to the Developer with respect to any default umder this Development Agreement or any exercise of any right to terminate this Development Agreement, the City will also give a copy of such notice to each Project Lender, and no such notice to the Developer shall be deemed effective with respect to any Project Lender unless such notice is also given in said manner to each snch Project Lender. (2} In case the Developer shall default in respect of any of the provisions of this Development Agreement, any Project Lender sha11 hare the right, but not the obligation, to cure such default and the City shall accept performance by or on Pelican Watic Parldng Crat�g�e Fixst Atnended and Restabed Development Agreement behalf of such Project Lender as though, and with the same eff�ct as if, the same had been done oz perforxned by the Developer. A Project Lender will have a period of rime after the service of such notice upon it within which to cure the defauZt specified in such notice, or cause it to be cured, which is the same period for cure, if any, as is given to the Deveioper under this Development Agreement in respect of the specified default after the giving of such notice to the Developer, plus an additional period of thirty {30) days. In the event of a default (or in the event that the City is seeking to ierminate this Development Agreement by reason of a default) which ts cura.ble without Project Lender being in possession and control of the Property, but cazanot reasonably be cured within said period, the period of time for cure sha11 be extended for so long as any Project Lender is diligently and continuously proceeding to attempt to cure such default, providerl that the Praj ect Lender has begun proceedings to cure the default within the said peziod. (3) With respect to any default by the Developer under this Deveiopment Agreement that is not susceptible of being cured by the Project Lender without being in possession and control af the Property, the City sha11 take no action to terminate this Development Agreement on account of such default if, within ninety (90) days after notice of the default from the City (subject to any bamkruptcy stays), the Project Lender shall have commenced appropriate proceedings to obtain possession of the Property (including possession by a receiver) or to foreclose the Project, and shall thereafter be pzosecutiag the same to completion in good faith, with diligence and continuity (subject to any bankruptcy stays}; provided, however, that (i}. the Project Lender shall conclude any proceec�ings to obtain possession of the Property or to foreclose the Project (as appiicable, including the remo�•a1 of any banlauptcy stay) within eigh�een (18) months following cammencement of such action, {ii) during the period of the City's farbearance, the Project Lender shall comply with such of the terms, covenants and conditions of this Development Agreement as aze then susceptible of compliance by the Project Lender, and (iii) if and after the Project Lender obtains possession of the Property, the Project Lender shall promptly commence and diligently pursue the curing of all defaults under this Development Agreement then susceptible of being cured by the Project Lender. (4) The City agrees to consider reasonable modifications to this Section 6.05 reqaested by any Project Lender in connection with the closing of the Project Financing, provideci that such modifications do not result in any changes in the Project to be constructed hereunder or impair the City's rights or unpose any additional obligations on the City or adversely affect the City's remedies in the event of any default. (5) The provisions of this Section 6.05 in favor of the Project Lender shall inure to the benefit of the Project Lender and its successors, assigns and designees, and alsa any other purchaser ar transferee of the Project a.nd this Development Agreement Peficare Wallc Parldng Garage First Amended and Restated Devebpment Agreement pursuant to any foreclosure or bankruptcy proceadings, or assignment in lieu thereof. ARTICLE 9. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PARADISE. 9A1 Representations and Warranties. Paradise represents aad warrants to the City that each of the following statements is currentty true and accurate and agrees that the City may rely upon each of the following statements: l. Paradise is a Florida limited liability company duly organized and . �•alidly existing under the laws of the State of Florida, has a11 requisite power and authority to cazry on its business as now conducted, to own or hold its properties and to enter into and perform its obligations hereunder and under each document or instrument contemplated by this Agreement to which it is or will be a party, is qualified to do business in the State of Florida, and has consented to service of process upon a designated agent for service ofprocess in the State ofFlorida 2. This Agreement and, to the extent such docnxnents presently exist in a form accepted by the City and the Developer, each document contemplated or requ:ired by this Agreemeni to which the Developer is or will be a party have been duly aufhorized by all n�essary action on the part of, and ha.ve been or will be duly executed and delivered by, Paradise, and neither the execution and delivery thereof, nor compliance with the terms and provisions thereof or hereof (i) requires the approval and consent of any other party, except such as have been duly obtained or as are specifically noted herein, (u) contra� enes any existing law, judgment, govemmentai zule, regulation or order applicable to or bvading on Paxadise, (iii) contravenes or results in any breach of, defau2t under or, athex than as contemplated by ttus Agreement, results in the creation of any lien or encuinbrance upon any property of Paradise under any indenture, mortgage, deed of trust, bank Ioan or credit agreement, Paradise's Articles of Incorporation, or, any other agreement or instrument to which Paradise is a pariy or by which Paradise may be bound. 3. This Agreement and any docurnent contemplated or required by this Agreement to which Paradise is or v��ill be a party constitutes, or when entered into will constitute, a legal, valid and bindang obligation of Paradise enforceable against Paradise in accordance with the terms thereo� except as such enforceability may be limited by applicable bankruptcy, insolvencS or similaz laws from time to time in effect which affect creditors' rights generally and subject to usual equitable pri.nciples in the event that equitable remedies are involved. 4. There are no pending or, to the knowledge of Paradise, tlzreatened actions or proceedixigs before any court or administrative agency against Paradise, or against any controlling shareholder, officer, employee or agent of Para.dise, Pelicaa Walk Pat;la�ng Crarage FirstAmended and Restated Development.Agrcement which could afFeet the validity of this Agreetnent or any document contemplated hereunder, or which aze likely in any case, or in the aggregate, to materially adversely affecfi the consummation of the duties and obligations contemplated in this Ageemeni or the financial condition of Para�se. Paradise has filed or caused to be filed all federal, state, local and foreign tax returns, if any, which were required to be filed by Paradise, and has paad, or caused to be paid, a1J. taxes shown to be due and payable on snch retums or on any assessments levied against Paradise. 6. The prineipal place of business and prinncipal executive affices of Paradise is Safety Harbor, Florida, and paradise agrees to maintain records concerning the Parking Garage (such as construction contracts, financing documents and corporate docutnents) and all conlracts, licenses and similar rights relating thereto at an office in Pinellas County. 7. All financial information and other documentation, including that pertaining to the Project or the Developer, delivered by the Developer to the City was, on the date of delivery thereof, true and correct in alI material respects 8. Subject to the approval of lender financi.ng, Paradise has the financial capability to carry out its obligations and responsibilities in connection with the development of the Parking Garage as contemplated by this Agreement. 9. Pazadise has the experience, expertise, and capability to develop, cae�se the construction, and complete the Project and, oversee and manage the design, planning, construction, completion and opening for business of the Pazking Gazage. 9A2 Covenants. Paradise covenants with the City that until the Termination or Expiration Date: Paradise shall timely per%rm or cause to be performed all of the ob�igations contained herein which are the responsibility of Pazadise to perform. 2. During each year that this Agreemeni and the obligations of Paradise under this Agreement sha.Il be in effect, Paradise shall cause to be executed and to continue to be in effect those instruments, documents, certificates, permits, licenses and approvals and sha11 cause to occur those events contemplated by this Agreement that are applicable to, and that aze the responsibility o� Paradise. 3. Paradise shall use commercially reasonable efforts to accomplish the development, operatian, and maintenance of the Parking Garage in accorda.nce with the Plan and Specifications, and this Agreement, and will not violate any laws, ordinances, rules, regulations, orders, contracts or agreements that are or will be applicable thereto. Pelican Wallc Pa�laing Garage First Amended and Restated Development Agreement 4. Paradise shall promptly cause to be filed when due aIl federal, sta.te, local and foreign tax returns reqwired to be filed by it, and shall promptly pay when dae any tax required thereby. 5. Paradise shall maintain its existence, wiil not dissolve or substantially dissolve all of its assets and will not consQlidate with or merge into another corporation, limited partnership, or other entity or permit one or more other corporations or other enrity to consolidate with or merge into it R-ithout the prior approval of the City. 6. Paradise shall not sell, lease, transfer or otherwise dispose of a11 or substantially a11 its assets without ad.equate consideration and will otherwise take no action which shall have the effect, singularIy or in tile aggregate, of rendering Para.dise unable to continue to observe and perform the co��enants, agreements, and condirions hereof and the perFormance of alI other obligations rec�uired by this Agreemen� 7. Paradise sha1I design, cflnstruct and complete the Parking Garage such fhat it is substantially complete as provided in this Agreement no later than the Project Completion Date, subject to extensions for an Unavoida.ble Delay(s). ARTICi.E 14. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE CITY. � lOAI Representations and Warranties. The City represents and warrants to paradise that each of the follawing sta.tements is currently true and accurate and agrees that Paradise may rely on each of the following statements: l. The City is a validly existing body corporate and politic of the Staxe of Florida, has all requisite corporate powez and authority to carry on its business as now conducted and to perform its obligations hereunder and under each document or instrument contemplated by this Agreement to which it is or wiIl be a party. 2. This Agreement and to the extent such documents presently e�st in a form accepted by the City and Parad.ise, each document contemplated or required by this Agreement to which tlie City is or will be a party have been duly authorized by all necessary action on the part of, and have been or will be duly executed and delivered by, the City, and neither the execution and delivery thereo� nor compliance with the terms and provisions thereof or hereof (i) requires the appra�-ai and consent of any other party, except such as have been duly obtained or as are specifically noted herein, (ii) contravenes any existing law, judgment, governmental rule, regulation or order applicable to or binding on the City, (iii) contravenes or results in a.ny breach of, or default under or, other than as contemplated by this Agreement, results in the creation of any tien or encumbrance upon any property of the City er.nder any in�denture, mortgage, deeol of trust, bank loan or credit agreement, applica.ble ordinances, resolutions or, on Pelican Walk Parldng Garage Fitst Amended and jtestated De�,e(opment Agre�n�t the date of ihis Agreement, any other agreement or instrument to which the City is a party, specifically including any covenants of any bonds, notes, or other forms of indebtedness af the City outstanding on the Effective Date. 3. This Agreement and, tv the exteni such documents presently exist in a form accepted by the City and Paradise, each document contemplated or required by tlus Agreement to wliich the City is or will be a party constitute, or when entered into wiIl constitute, legal, valid and bindi.ng obligations of the City enforceable against the City in accordance with the terms thereof, except as such enforceability may be limited by public policy or applicahle banlauptcy, insolvency or simiIaz laws from time to time in effect which affect creditors' rights generally and subject to usual equitable principles in the event that equitabie remedies are involved. 4. The City will not require Condominium RU-1 to have any additional parking so long as RU-1 maintains at least a 70% of its square footage as retaii and/or resta.urant use. 5. The City will not require Condominium RU-2 to have any additional parking so long as RU-2 maintains 100% of its square footage as retail and/or restaura.nt use. 10.02 Covenants. The City covenants with Paradise that until the earlier oithe Termination Date or the Expiration Date (unless an eazlier date is specified, in which case such eazlier date shall control) : 1. The City sha11 timely perform, or cause to be perfvrmed all of the obligations contained herein which are the responsibility of the Ciiy to perform. 2. During each year that this Agreement and the obligations of the City under this Agreement sha11 be in efFect, the City sha11 cause to be executed and to continne to be in effect those instruments, documents, certificates, permits, licenses and approvals, and shall ca.use to occur those events contemplated by this Agreement that are applicable to and are the responsibility of the City. 3. The City shall assist and cooperate with Paradise to accomplish the development of the Parking Garage in accordance with this Agreement and the Plans and Specif cations, will carry out its duties and responsibilities contemplated by this Agreement, and will not violate any laws, ardinances, rules, regulations, orders, contracts, or agreements that are or will be applicable thereto, and, to the extent permitted by law, the City will not enact or adopt or urge or encou.rage the adoption of any ordinances resolutions, rales regulations or orders or approve or enter into any contracts or agreements, including issuing any bonds, notes, or other forms of indebtedness, that will res�zit in auy provision of this Agreement to be in violation thereof. Pelican Walk Parldrig Garag�e First Aaxended and Restated Development Agreement ARTICLE 11 DEFAULT. 11.01 The following default provisions sha11 apply to ariy default by a party under this Agreement: 1. City Default. In the event of a deiault by the City under this Agreement which is not cured within ten (IO) days following written notice from Paradise, Pazadise shall have tlie right to: {i) terminate this Agreemen�, whereupon the parties shall be released from alI further obligations under this Agreement, except the obligations wluch by tbeir express tecros survive a iermination, or, alternatively, {ii} seek specific performance of the City's obligations hereunder and/or any other equitable remedies, without thereby wai�-ing damages. 2. Paradise Default. In the e�-ent of a default by Paradise under this Agreement, which is not cured within ten (10) days following written notice from the City and subject to the Tri-Party Agreement cure rights of any lender, the City at iis option shall have the right to: (i) tern�.inate this Agreement, whereupon the parties sha1l be released from ail further obligations under this Agreement, except the obligations which by their express terms survive a termination, or, alternatively, (ii) seek specific performance of Pazadise's obligations hereunder and/or any other eqnitable remedies, without thereby waiving damages. Noiwithstanding anything to the contrary herein, izi the event the City has received nonce of a mortgagee haz�ing a mortgage lien encumbering the Property, the City agrees to provide such mortgagee a copy of any notice of default sezved upon Paradise which with the passage of time or athe7wise would enfiitle the City to terminate this Agreement or seek such other remacly hereunder. The City further agrees that if Paradise has failed to cure such default within the time provided for above, then the mortgagee shalI have an additional thirty (30} da.ys after its receipt of notice within wlrich to cure such defa.ult, or, if such default cannot be cured within that time, then such additional time as may be necessary to cure such defaeilt shall be granted i� within such thirty (30) days, the mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including, but noi limited to, commencement of foreclosure proceedings necessary to effect such cure}, in which event this Agreement shall not be terminated while such remedies are being so diligently pursued. 11.02 Non-Action on Failure to Observe Provisioms of tluis Agreement. The failure of the City or Paradise to promptly or continually insist upon strict performance of any term, c�venant, condition or provision of this Agreement, or any Exlubit hereto, or any other agreement, instrument or document of whatever form or nature contemplated hereby shall not be deemed. a waiver of any right ar remed.y that the City or Faradise may have, and shall not be dee�med a waiver of a subsequent default or nonperFormance of such term, covenant, condition or provision. Pelican Walk Patking (',ardge First Amended and Restated Development Agt+eement ARTICLE 12 UNAVOIDABLE DELAY. 12,41 Unavoidable Delay. 1. Any delay in perfozmance of or inability to perform any obligation under this Agreement (other than an obligation to pay money} due to any event or condition described in para.graph (b) as an event of "Unavoidable Delay" sha11 be excused in the manner provided in this Section 11.01. 2. "LTna.voidable Delay" means any of the following events or conditions not cutrently eacisting at the effective date of this Agreement or any combination thereaf acts of God, acts of the public enemy, riot, insurrection, war, pestilence, archa�logical excavations required by law, unavailabiiity of materials after timely ordering of same, epidemics, quarantine restrictions, freight embargoes, fire, lightning, hurricanes, earthquakes, tornadoes, floods, extremely abnormal and excessively inclement weather (as inclica,ted. by the records of the local wea.ther burea.0 for a five year period preceding the Effecti��e Date), litigation initiated by third parties, strikes or labor disturbances, delays due to procee�ings under Chapters 73 and 74, Florida Sta.tutes, restoration in connection with any of the £oregoing or any 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). 3. An application by any party hereto (referred to iva this paragraph (c) and in paragraph (d) as the "Applicant") for an exteansion of tirne pursuant to tlus 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 tlzi.s Agreement within seven (7) days following the occurrence of the event or condition causing the Unavoidable Delay or seven (7) days following the Applicant becoming aware {or with the exercise of reasonable diligence should have become awaze) of snch occurrence. 4. The Applicant 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 d.elays that party from proceeding with its rights, duties and obligations under this Agreement affected by such occurrence. I.2.02 Termination, 1. If the Paradise's obligations set forth in this Agreement are not followed in a timely manner, as reasonably determined by the City Council, after notice to Paradise and an opporhznity to be heard, existing permits shall be administrative�y suspendea and issuance of new permits suspended until Paradise has fulfilled its obligations. Faiture to timely fiilfill its obZigations may serve as a basis for termination of this Agreement by the City, at the discretion of the City Council and after norice to Paradise and an opportunity for Paradise to be heard. Pelican Walk Pazking Ga,rage Firat Amended and Restated Development Agreemeat 2. If the City's obligations set fortii in this Agreement are not followed after written notice and 30 da.ys to cure the City's default, Paradise sha11 have the option, in its sole discretion to terminate this Agreement. ARTICLE 13. MISCELLANEOUS PROVISIONS 13.01 Assignments by Paradise. Prior to the Commencement Date, Paradise may sell, convey, assign or otherwise dispose of any or all of its right, title, interest and obIigations in and io the Parking Garage Site and tlle Parking Garage, or any part thereof, only with the prior written consent of the City, such cflnsent shall not be unreasonably withheld provided that such partS• (hereinafter referred to as the "assignee") shall be continne to be bound by the terms of this Agreernent to the same extent as Paradise. 2. If the assignee of Pazadise's right, title, interest and obligations in and io the Pazking Gara.ge assumes all of 1'aradise's obligations hereunder for the Parking Garage, then Paradise shall be released from all such obligations hereunder wluch have been so assumed by the assignee, and the City agrees to execute an instrument evidencing su.ch release, which shall be in recordable form. 3. An assignment of the Pazking Garage, or any part thereo� by paxadise to any corporation, limited partnership, general partnership, or joint venture, in which Paradise is the or a general partner or has either the controlling interest or ttirongh a joint venture or other arrange�r�ent shares equal management rights wi�t a financial insfatution and maintains such controllin�g interest or equal management rights sha11 not be deemed an assignment or transfer subject to any restriction on or approvals of assignments or iransfers imposed by this Section 12.01, provided, however, that notice of such assignment shall be given by Para.dise to the City not less than thirty (30) days prior to such assignment heing effective and the assignee sha11 be bound by the terms of this Agreement to the same extent as Paradise prior to such assignment. 13.02 Successors and Assigns. The ter�ts and obligations herein contained sha11 bind and inure to the benefit of the City and Paradise and its successors and assigus, including any lessee of the Parking Garage. In the event that Paradise enters into a lease of the Parking Gazage or sells the Parking Garage and real property, the obligations of this Agreement shall be enforceable against Paradise and its lessee or successar until the Termination or Expiration Date, at which time Para.d.ise shall be released from any fiuther obligations during the terni of such lease, so long as Paradise has no obligations or rights to operate the Parking Garage. Pehcaa Waik Parking G-arage FitstAmended and Restated Development Agreement 13.03. Notices. Anq notices required ar pemutted. to be given under this Agreement shall be in writing and shall be deerned to have been given if delivered by hand, sent by facsimile transmission, sent by recognized ovemight courier (such as Federal Express) or mailed by certified or registered mail, return receipt requested, in a postage prepaid envelope, and addressed as follows: If to the City at: City of Clearwater 112 S. Osceola Avenue Clearwater, FL 33756 Attn: City Manager Fax. No. (727) 562-4�52 With a copy to: Pamela K Alain, Esq. Clearwater City Attorniey 112 S. Osceola Avenue Clearwater, FL 33756 Fax No. (727} 562-4021 If to Paradise at: Paradise Group, LLC 2901 Rigsby Lane Safety Harbor, Florida 34695 Attn: Mr. Michael P. Connor Fax No. (727} 726-2337 Witli a copy to: Macfazlane Ferguson Mc1VinlIen, P.A. Attn: Brian J. Aungst, Jr., Esq. 625 Court Street, Suite 200 Clearwater, Florida 33756 Fax No. (727) 442�8470 Notices personally delivered, sent by facsixnile transmission or sent by overnight courier shall be deemed given on the date of delivery and nohces mailed in accordance with the foregoing sha11 be deemed given three (3} days after deposit in the U.S. mails. Each pazty sha11 be entitled to change its address for notices from time to time by delivering to the other party notice thereof in the manner herein provided for the delivery of notices. 13.04. Applicable Law and ConstrucNon. The laws of the State of Florida shall govein the validity, performance and enforcement of this Agreement. This Agrcement has been negotiated by the City and Paradise, and the Agreement, including, without Iimita.tion, the Exhibits, sha11 not be deemed to have been prepared by the City or Paradise, but by alI equally. 13.05. Venue; Submission to Jurisdiction. 1. For purposes of any suit, action, or other proceeding arising out of or relating to this Agreement, the parties hereto do acknowledge, canseti�, and agree that venue thereof is Pinellas County, Florida. 2. Each party to this Agreement hereby submits to the jurisdiction of the State of Florida, Pinellas County and the courts thereof and to the jurisdiction of the Pelican Walk Parldng Gat�ge First Amended and Restaroed Devebpment A,greement United States District Court for tbe Middle District of FIorida, for the purposes of any suit, action, or other proceeding arising out of or relating to this Agreemeni and hereby agrees not to assert by way of a motion as a defense or otherwise that such action is brought in an inconvenient fonun or that tl�ce venue of such action is improper or that the subject matter thereof may not be enforced in or by such courts. 3. If at any time during the tenm of this Agreement, Pazadise is not a resident of the State of Florida or has no o�ce, employee, or general partner thereof available far service of process as a resident of the State of Florida, or if any permitted assignee thereof shalI be a foreign corporatian, partuership or other entity or shall have no ofi'icer, employee, agent, or general partner available for service of process in ihe State of Florida, Paradise hereby designates the Secretary of State, State of Florida, its agecit for the service of process in any court action between it and the City, or botb, arising ont of or relating to this Agreement and such service shall be made as provided by the laws of the State of Florida for service upon a non-reszdent; pmvided, however, that at the time of service on the Florida Secretary of State, a copy of such service shall be delivered to Paraclise at the address far notices as provided in 12.03. 13.06 Estoppel Certificates. The Cifiy shall at any time and from time to time, upon not less than ten (10) days prior notice by Paradise, execute, acknowl�ge and deliver to the Developer and other persons reasonably designated by De��eloper a statement in recordable form certifying, to the extent true, that this Agreement has not been modified and is in full force and effect (or, if there have been modifications, that the said Agxeement, as modified, is in full force and effect and setting forth a nota.tion of such modifications}, and that, to the knowledge of the City, neither it nor Paradise is then in default hereof (or if either party is then in de£ault hereof, stating the natuz�e aad deiails of such default), it being intended that any such statement delivered pursuant to tlzis paragraph 13.06 may be relied upon by any prospective purc,haser, mortgagee, lender, successor, assignee of any mortga.ge or assignee of the respective interest in Paradise or the Project, if any, of any party made in accordance with the provisions of tlus Agreem�nt. 13.07. Complete Agreement; Amendments. a. 'This Agreement, and a11 the terms and provisions contained herein, iucluding without limitation the Exhibits hereto, constitute the full and complete agreement between the parties hereto to the date hereof, and supersedes and controls over any aud alI prior agreements, understandings, representations, correspondence and statem.ents, whether written or oral. b. Any provision of this Agreeinent shall be read and applied in para rnateria with a11 other provisions hereof. c. This Agreement cannot be changed or revised except by written amendment signed by all parties hereto. 13.08. Captions. The article and section hea.dings and captions of this Agreement and tlie table of contents precedi.ng this Agreement are for convenience and reference only and in no way define, limit, describe the scope or intent of this Agreement or any part thereof, or in Pelicau Wallc Paddng Crarage FitstAmended aad Restaoeci DevebpmentAgreement any way affect tlus Agreement or construe any article, section, subsection, paragraph or pro��ision hereof. 13.09. Holidays. It is hereby agreed and declared that whenever a notice or performance under the terms of this Agreement is to be made or gi�•en or any time peziod ends on a Saturday or Sunday or on a legal holiday observed in the City, it shall be postponed to the nexi following business day. 23.20. Exlubi�s. Each Exlubit referred to and attached to ihis Agreernent is an essential part of this Agreement. The Exhibits and any annendmenis or revisions thereto, even if not physically attached hereto shall be treated as if they are part of tb.is Agreement. The ter�as of the Purchase Agrecment and First Amendment to the Purchase Agreeznent atta.ched hereto as Exhibit "C" sha11 control over any inconsistencies beiween the terins of this Agrcement and the terms of the Purchase Agreement as amended unless otherwise specifically provided herein. 13.1I. Not an Agent of City. During the term of this Agreernent, paradise hereunder sha11 not be an agent of the City with respect to any and all ser��ices to be performed by Paradise (and any of its agents, assigns, or successors) with respect to the Parking Garage. 13.12. Public Purpose. The parties acknowledge and agree that this Agreernent saiisfies, fulfills and is ptusuant to and for a public purpose and municipal purpose and is in the public interest, and is a proper exercise of the City's power and authority. 13.13. No General Obligation. In no event shall any obligation of the City under this Agreement be or constitute a general �bligation or indebtedness of the City or the City, a pled.ge of the ad vatorem taxing power of the City or the City or a generat obligation or indebtedness of the City or the City within the meaning of the Constitution of the State of Florida or any other applicable Iaws, but shall be payable solely from legaIly available revenues and funds. Neither Pazadise nor any other party under or beneficiary of this Agreement shall ever have the right to compeI the exercise of the ad valorem iaxing power of the City, the City or any other governmental entity or taxation in any form on any rea1 or personal property to pay the City's or the City's obligations or undertakings hereunder. 13.14. Term; Expiration. This Agreement shall expire and no longer be of any force and effect on the tenth (10�) anniversary of the issuance of a finaI certificate of occupancy for the Pazking Gazage. 13.15. Recording of Development Agreement. Pursuant to §163.3239 of fihe Florida Sta.tutes (2013), the City authozizes and hereby direc�s the City C1e�rk to record this Agreement in the public records of Pinellas County, Florida, within fourteen (14) days after City Council apprvval of this Agreement. The Developer shall pay the cost of such recording. A copy of the recorded Agreement shall be submitted by the City to the state land planning agency within fourteen (14) days after this Agreement is recorded, with evidez�ce of such submittal to be provided to the Develaper. Pelican Waik Pa�ng Garage Fitst Amended aud Restatted DevelopmentAgreemetit 13.1b. Other Reqnirements of State Law. Nothing in this Agreement sha1l be deemed to relieve either party from full compliance with any provision of State law wluch is applicable to any of the obligations or under takings pro��ided %r in this Agreement. In the event that this Agreement omits an obligation to comply with any provision of State law in regard to any of the obligations or undertakings provided. for in this Agreement, it is the intention of the parties that such applicable Sta.te law sha1l be deemed incorpora.ted into this Agreement and made a part thereof. In the event that there is any conflict between the provisions of this Agreement and applicable State law, it is the inteation of the parties that the Agreement shall be construed to incorporate such provisions of State law and that snch prvvisions sha11 control. 13.17 . Effective Date. As provided by § 163.3239 of the Florida Statutes {2013), this Agreement wilI become effective after being recorded in the Public Records of Pinellas County, Florida and 30 days after having been received by the state land planning agency. 13.18. Approvals Not Unreasonably Withheld. The parties hereto represeut that it is their respective intent as of the Effective Date and do covenant and agree in the future that all approvals, consents, and rec-iews will be undertaicen and completed as expeditiously as possible, in good faith, and wili not be azbitrarily or unreasonably withheld, unless otherwise expressly authorized by the terms of this Agreement. 13.19. Minor Non-Compliance. Paxadise will not be deemed to have failed to comply with the terms of this Agreement in the event such noncompiiance, in the judgment of the City Manager, reasonably exercised, is of a minar or inconsequential nature. IN WITNESS WHEREOF, the partie„s hereto have set their hands and their respective seals affixed as of this day of , 2015. Countersigned: GEORGE N. CRETEKOS Mayor-Commissioner Approved as to form: PAMELA K. AKIN City Attorney STATE OF FLORIDA COUNTY OF PINELLAS CITY OF CLEARWATER, FLORIDA � WILLIAM B. HORNE, II City Manager At�est: ROSEMARY CALL City Clerk Pefican Walk Packing Gatage Fitst Amended and Restated Devebpment Agreement The foregoing instrument was acknowledged before me this day of , 2015, by GEORGE N. CRETEKQS, Mayor-Comrnissioner of the City of Cle.uwater, who is personally l�own to me. PrintJType Name: Notary Public STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this day of , 2015, by WILLIAM B. HORNE II, City Manager of the City of Clearwater, who is personally known to me. PrintlType Name: Notary Public PV-PELICAN WALK„ LLC By PGD IV, INC., its Managing Member : STATE OF FLORIDA C�UNTY OF PINELLAS Michael P. Connor The foregoing instrument was acknowledged before me this da,y of , 20I5 by Michael P. Connor, President of PGD N, INC., a Florida corporation, on behalf of PARADISE GROUP, LLC. Print/Type Name: Notary P�blic Pelicau Walk Parking Garage Ficst Amended and Resrated Deveiopment Agreemeat EXHIBIT A JOINDER TO AGREEMENT FOR DEVELOPMENT OF PROPERTY {PELICAN WALK� The undersigned hereby acknowledges that Pelican Walk Investors, LLC, ow�aer of the property commonly known as Pelican Walk Shopping Center and more fully described in Exlubit B-1, attached hereto, joins in this Development Agreement for the purpose of consenting to the proposed site plan, consenring to the pmperty being snbmitted to the Development Review process, and confirming its agreement to join in the Declaration of Condominium contemplated. in Section 2.03 of the Agreement for Development of Property (Pelican Wa11c) to cause such Pelican Walk Shopping Center to be described as Retail Unit One (RU-1} thereof and subject to the terms of such Declaration. By: Benjamin Mallah, its Managec EXHIBIT B Le�al Description of Provertv The Iand referred to herein below is situated in the County of Pinellas, State of Florida, and described as follows: Lots 32 through 43, Block "B", FIRST ADDTTION TO CLEARWATER BEACH PARK, accorcling to the map or plat thereof as recorded in Plat Book 15, Page 80, Public Records of Pinellas County, Florida, together with the adjacent 1/2 of a vacated alley lying along the East boundary thereof. AND Lots 2 through 8, Block "A", as appearing on the plat named A RE-PLAT OF BLOCK "A" .AND LOTS 1 TO I S INCL. BLOCK "B" OF CLEARWATER BEACH PARK FIRST ADDITION, according to the map or plat thereof recorded in Plat Book 21, Page 21, Public Records of Pinellas County, Florida., together with the adjacent 1/2 of a vacated alley lying along the West boundary thereof. EXHIBIT "B-1" I,ots 2 through 8, Block "A", as appearing on the plat named A RE-PLAT OF BLOCK "A" AND LOTS 1 TO 15 INCL. BLOCK "B" OF CLEARWATER BEACH PARK FIRST ADDITION, according to the map or plat thereof recorded in Plat Book 21, Page 21, Public Records of Pinellas County, Florida, together with the adjacent I/2 of a vacated alley Iying along the West boundary thereof. EXHIBIT C PURCHASE AGREEMENT AND FTRST AMENDMENT TO PURCHASE AGREEMENT PURCHA8E AGREEIIAENT THIS PURCHASE AGREEMENT (the ` ment"l is made and enter�ed into as of this (,� day af � , 2094, by and between PARADiSE GROUP, LLC, a Florida limiti�d liability company. {the "De elv Qpg�'), and THE CITY OF CLEARWATER� FLORiDA� a Florida munlcipal corporatfon (the "�y'�. RECITALS: A The City desires to: 1 j promote the revitalization arxi redevelopment of the Retail and Reshaurant District, the Marina District �nd the Destination Resort Dist�ict of Clearwater Beach and reoognizes that addibonal off,str+eet parking open to tl� public is needed to support such revitalization and redevelopmerrt, arxf 2) provide additional beach parking. B. Developer recognizes that additlor�at off-str+eet parking open to the public an the Parking Lot will c:onfribute not only to the economic viability of the Pelican Walk Shopping Csnte� but also the viabiltty of the Retai! and Restaurant Distrid, the Marina District and the Destinatian Resort District C. The Developer intends bo develop end constn�ct an what is cumently tne Pelican Walk Shoppir�g Cenfier and Parking !ot ("Peiican Waik Property") a retaiNcommeraa! project, includPng a parkFng garage �ining approximately 600 total parking spaces, (coltectively, the "ProiecY'), on the properiy more particularly described in Exhibit "A: attach�d hereto (tl�e "prooertv"). D. The Properiy, which indudes the current Pelican Walk Shopping Center property described in Exhibit °A 1" (°Existing Retail Ce�ter), shall be and will be submitted to the oondaminium form of ewnership pucsua�rt to Chapter 798 of the Florida Statutes and c�ndominium documents shall be prepared. The condominium shall cantain u�its ta be utillzsd for general retaii safes and services and units to be utilized for public and private parlcing . E. The perties wish to formalize their tu�derstanding as hereinafter set forth. NOW, THEREFORE, in consideration of Ehe mubual covenanis and promises herein set fortt�� the parties agree that the iaregoing recitals are true and carrect and further agree as foliows: 1. Devetopment. «. ._: . �, : ' i„ti« (1) Descxi��on of Proiect. The Project shall indude a� commeraal parking garage, �xivate parkir�g� commerciat and retail uses and appropriate ac�essory uses and ahall be devetoped in substantiat conf�mii�r with the Conceptual Plans, copies of which are attached as Exhibit `B" hereta. {2) Formation of Condominium. The Developer shall create a five (5) unit oommercial oond�inium for the Project and Existing Retail Center. Unit 1 shall consist of the Existins Refiatl Csnter described in Exhibit A-1 and improvements ther�eon, Unit 2 shal! cflnsist af the new approximabely 10,000 squane foot r�etai! s�ace with no common elemer►ts e�a;ept far exter�or walls excluding doors and plate gtass� Unit 3 shaN consist of fhe lowest 89 parking spaces on the ground Aoor and first floor, Unit 4 shatl oonsist of tfie next towest 450 parking spaoes ba be aoquired by the Cit�r puisuant ta bhis agreement plus any additronal spaces acquined by the City pursuarrt to its hereinafter desaibed option and Unit 5 shalf cansist of tfie rernaining 101 spaces( reduc:ed by the number of spaces acquired tiy t�e City pursuant to its aption, rfght of purchase or right of first refusal. Unit 5 may be divided into mumple units. The Devefoper shall submit the Property, induding th� Ex�sting Retail Center, to the condominium form of ovunership pursuant ta Chapter 798 of the Ftorida Stattttes. The candominium documents shall be in a in a form to be approved by City with a conserrt or joinder from ar�y lender or lienhoider or any ather party having any recotd in�erest i� any mort�age ar lien er�r�berir�g the interest in the Property as required by Sec�ion 718.104(3j of #�e Florida Stabubas. It is antic�pabed that the mairtfienenoe fees of t�e condominium vin'l! be aliocated belween �e Units on an equrtable basis mutt�ally agreed upon by the Developer a�d City base.d on the antic�pated maintenance and cos�s assoaatied with the diiferent units with the undersfianding that a!I impro�emerrts on Unit 9 wilt be maintained by the owner of Unit 9 and the owner of Unit 9 shatl control what improvements made within said Unit FurtheRnore, Unit 1's responsibility far contribu6ng to the cost of maintenanoe of the new structure shall be a reasonable share of the cost of maintenance of petfestrian acc�ss features (bridges} from said $�uc�re to Unit 1. Units 2 tluough 5 sFtafl appor�on the c�t of mainbenance af tfie riew structure, five peroent (5%} to Unit 2 and fhe balence �n Units 3 through 5 based or� relafi�ve square footage. Cost of utiG�es shall be segregated to the Unit reosiving service and not be a commor� expense, wh�r+e possible. The condominium doc�urnents, ance approved by the Gity, shall not be materially mod�ied ar amended without the prior written consent of the City, which cansent shatl not be unreasonably wfthhefd. In dte event the City and Developer cannot agree on the form af o�ndominium documents, City shafl have the right� at its sole option, to terminate this Agreement. (3) u61ic Paricina Unit/Spaoes Which Mav Be Leased bv Developer. The charge to the public for those Par�cing SpaceslUnits not t�ing acquired by the City shall be limited and restricied as fo�lows; the grnw�d floor and first ftoor Parking Spaces, cons�6ng of 89 spaces (Unit 3), shaU not be available for hourty public parking and shall o�ly be udlized in connection wit� Units 1 and 2 of the Condominium to be cxeabed and not available to the generaf public. Any spaoes wiU�in Unit � shaU riot be leased for an amount less than 5096 of fhe then current monthly space rentai charge charged by the City for park+n� spaces in Unit 4. This resViction is limited ta Developer's monthly rentals only. These resbicbions sn$ir be iurther memorialized by a rnemorandum ptaced ot record. {4) Financ�g, peveloper shail provide City with evidenoe satisfactory to the City of Devetoper's having obtained f�nancing adequate � construct F the Project and Developers lender shall have ert�ered into a non-disturbance/tri-party agreement with City artd Deveioper as hereinaRer described. (5) Lar�d Devebamen�Reaulations. Developer shall abide by t�e City's Lend Development Reguls�ons which shall govem the deveiopment and cansbvction of the Project. (6) Develoomer�t Aporoval and PeRnits. (a} �4aa�ications far Dernelc�mer�t Aonroval. The Developer shall prepare and submit b� the appropriat8 Governmenta! quthority, induding the appropriate divisia� and boards of the City, appiications for approval of all Plans and Speafications necessary far the Project, and shail bear all costs of preparing such appticatians, applying for and obtaining such permi�s, including paymerrt of any and a!I appficabie appfication, inspectian, regulatory and impact fees or charges ('� anyj. {7) PI ns and afica 'ons. (a) Resoonstbilitv for Pre�aration of , I'lans and, Snec'�tiicatians. The Developer shall be solety responsible for and shali pay me cost of preparing. submittfng and obtaining approval of the Plans and Specfications for the Prajeci (b) U�e of Qualified Profiessionats. The peveloper shall retain qualified professionals to p�pare the Pfans and Speafications and shal! cause such professionals ta prepare the Ptans and Specfications. (c) �Rrqval of Plans ar�d S.Lec.ifications for the Commercial ParkinQ Gara4e. In order to ensure that the design of the Parking Unit(s) wiY meet the City'� standards, the Pfans and Specifications for the Projed sha(I be submit�d to the City for review and oommerrt prior to the s�bmission of any applica�on br a building permit, other fhan a foundation permik The City's review of the Plans and Specfications he�under in its proprietary {i.e., non-negulatory) capacity shatf be limited to compliartce by the Parking Units with the Ciiy Pacicing Garage Standards. 2. Acquisition of Patltin� Sc�aces. City shatl acqulre 450 oontiguous Parlcing� Spaces which shaN meet City's Parking Garage Standards, which shall be Uni� 4 of the Commeraal Condominium to be created by�Developer. Such Unit may be ar:quired at a cost per spaoe as set forth in paragraph 3 hereof ('Parking Unit') with the City having t�e op6on to aa�uire addidonai c:flntiguous Spaces at a cost of $25,l44 per spaoe provided City exercises this option prior to fina( project design approval or Augus# 15, 2014, whichever ahaN fir.tt oax�r. After August 15, 2U94, uRiil CiOS111Q � Cj�j/ ghBJj gti�) have the right to purchase additionai spaces only if the L3�neloper is off�ring to seti spaces t�o third parties, provided, howev�er, the cost per space shall be at d�e ratie or $25,144.00 per space. After dosing, the Ciiy shall have a right of first refusal to aoquire spaoes which tfie Develope� is offering iv sel! to unrelated thlyd parfie�s, provided, 3 how�ever, the oost to the City per spaoe shafl be the same as the third party has offere�d. City shall be provided, wit�in ten (10) days af execution af any third �ariy offisr fi� spaces, a copy of the proposed third party affer for the parking spaoe(sj shall be presented to fihe City and the City shall have �orly-ftve (45) days aRer reoeipt of the same within which to mat�h the offer from the third party and closing wil! be wi� in thirly {30) days thereafter. Provided, hawever, City shall not be required to close on such add'+tional spaoes prior bo the City acqui�ng the Parking Unit with the 450 parlcing Spaoes. In terms of City's obiigation to pay the Purchase Price, the City cavenants and agrees to appropriate in !ts annual budget, by amendment, if required, and io pay when due under this AAreement as promptty as money bec�omes available directly fo the Developer, amourrts of Non-Ad Valorem Revenues of tfie City sul�cient to satisfy the obligation of the City ta purchase the Parking Facility Unit as required under t�is Agreement as set forth herein. Such covenarrt is subject in all respects #o the paymeM of obligatior�s sec;ured by a ptedge of such Non-Ad Valor�em Revenues heretofore or hereafter �r�ered into. Such covenant and agreement on the part of the City to budget and appropriate such amounts of Non-Ad Valor+em Revenues shalf be cumulative, and shall continue unfiil such Non-Ad Vakuem Revenues or other legaly available funds in amounis sufficie�rt ta pay the Purchase P�ioe, shail have been budgebed, appropria�ed and aduaUy paid to the Developer. The City further adawwledges and agrees that the obtigations of the City to include the amourrt af any defciency ir� t�e paymeM of tF� Purchase Pric;e in each of its annual budgets and to pay such deficienaes from Nona4d Vatorem Revenues may be enforced in a c:ourt af competertt jurisdiction. Notwithsfanding the foregang or any provision of this Agreement ta the c�ntrary the City does not covenant to maintain any serviaes or progrems now maintained by !he City which generate Non-Ad Valorem Revenues or to maintain the charges it presendy collects far any such servioes or programs, and the City further reserves the right to pledge any Non-Ad ValarEm Revenues to the nepayment of any debt obliQation of the City at any tlme, which pledge shall be superiar to the use of sUC� Non-Ad Valorem Revenues subject to this cavenan� 3. Purchase Price. The purchase price to be paid by the City to peve�pper for the Parkin� Unit i� Twenty-Fnre Thousand One Hundred Forty-Four and Na/100 Dollars (�25,144.OQ) per space or Eleven Million Three Hundred FourDeen '1'housand Eight Hundred and No/i00 Dollars ($11,314,800.OQ) for tl�e 450 spaces, {the "P� ase Price"j, subject ta adjus�r»ents and prorations as provided tierein. 4. Terms of Pavr�nt Subject ba the limitations set forth herein and in paragraph 2 hereof, the Purchase Price sha(I be paid to Developer as follows; 4 $11,314,800.00 in current funds at timme of Closing, sub�ect bo adjustrnents as �xovided in paragraph 2. If additional spaces are beirtg aoquired and furEher subject M prora�ons snd adjustments as herein provided, the same t�o be paid by wire transfer of f�ederal funds at the time of dosing. 5. Condition of Tr�e. At the Closing, fee simple title bo the Parldng Unit shail be conveyed to the City by general warranty deed, subject to the followir�g matters: (a) ad vatorem real estate taxes for the year of Closing and subsequent yes�^s; (b) the Declaration and other oondominium documents which shall have b�en �gr� �� a� approved by Devebper and Cit�+; (c) the covenanis, restric�ions, �sernents and other exceptions speciflcally ider�tifieed on Ex�iblt "C" attached hereto and appnov�ed by Ciiy; (d} aff iaws, oMinanaes� negulations, restrictions� prohibitions and other requiner�nffi imposed by govemmeMal authority, including, but not limiied to, a� appGcebie builcling, mning, land use and ernironmerrtal ordinances and regula�o�s; {e) matters af�ec�ing the cwrxfrtion of ti�e to the Properiy (or any part thereof) created by or with the writben consent of the City; and (� any other excepttons or matters reoo►�ded against the Property (or any part thereo� after tt�e dete of this Agreemer�t �� the devetopment, conshuction, operabon and managemer�t oi tt�e project (such as reservafions, covenants, u�lity easemen�s, reaprocal easement �reemerrts and any amendment� or supplements thereto) and whid� do nat, in the opinion of the City, adversely affect the tit� ownership or operation of the Parlcing Unit liile ta the Parking Unii will be conveyed to tt�e City at Closing free and clear of any mor�age, tien ar other encumbrance sewring the Project. 6. Ctosin�. The dosing (the 'Ctasina') shall be held on September 1� 2046; provided� however, nothing shali prohibit ttre City, at its sole option� from acquiring the Parking Uni#s at en earlier date upon sixty t60} days' prior notice to Deveioper. Noiwithstanding anything c:ontained herein to the oontrary, the City shafl not be required to acquire the Per�cing Units unless peveioper has fuAy perfom�ed and completsd canstruction of the Unit in accordanc:e with the terms hereof and all Cit�r codes, rules, ordinanoes and regulations, inc(e�ding complianae with U�e devebpment agreement to be enterec� into with the City and a oerdficabe af occupancy has been issued by ths City. Closing sha!! take piaoe at the of�ices of Macfarlane Ferguson $ McMullen, P.A., iacated at 625 court Street, Clesrwater, Florida 83756. or through an esarow with Developer's attomeys whereby Dev�loper, the City and their attomeys need not be physicaUy present at Clasing and may deliver documerrts by oourier or other means. A. At Closing, Developer shall execute and deliver ta the City the fo!lowing Closing documents: {1) a ger�eral waRanty deed in the farm attached hereto as Exhibit "D", subject only fio the Permitted Excepbons (defined belo�; 5 (2) a customary and appropriate mechanic's tien affidav�� affidavit of exdusive possession, 'gap' affidavft, and non-fareign af�davi� and (3) appropriabe evidenoe of Developer's forrne�on, exisfisnce and authorify to sel! and convey the Parking Unit, induding a member �t, resalu�on and/ar sud� other evidence of authority and good stand'mg (as appropriate) with respect to Dcveloper as may be reasonably required by the �tle insuranoe company issuing tf�e insurance covefing the Parking Unit in favor of the City, B. Non-Disfiurbanoe/T�i-Partv Aareement City shall be provlded upon the fi#ing of ariy lien an the Properiy with a non-disturbanoeJtri-party $greernent from any mortgagee or lien holder having a lien or mortpage on ihe PropeKy recognizfng the Ciiy's rights under this �r�ment and agreeing #o the City`s and Deve�oper's ability to enforoe this Agreemerrt and Cfty's rlghts hereunder in the event of a default in any ban, lien or mor�qage encumbering the Property or any default m this A�reement. The non- disturbance/iri-parly agreement shall be recor+ded and be binding oR ar�d run �o the benefit of any successars or assigns af the parties. A memorandum of this Agreement shall be placed of record upon the execuGon of thfs Agreement C. Public Parkina Su�pg� Recon�liation. From and afMr the finail oomple�on oi the proposed Parking Garage to be c:onstructed and the issuance of the necessary certincate of oca�pancy and until dosir� by the City of the Parking Uni� the City admowledQes the Devefopers r�eed to receive One Million Two Hundred F'rfty Thousand and No1100 Dollars (51�250,000.00} per year from the gross revenue from tlx Partcing Unit to be ecquired by the City. To the extent that the Parking Unit to be acquir�ed by the City do not generabe at ieast One Million Tw�o Hundneal Fift�r Thousand and NoH00 Dotlars ($1,250,000,00) gross revenue annual�r prior � the City's aoquisi�on of the same, but not la�er than two (2) years from the issuanoe of the certi�cate of occupancy. the City agrees to pay Developer the d+fferenae between the actual gross revenues as substentiatied by documentatlan acoeptable end ye�3fiable by the Cit�r and One Miliion Twoo Hundred FHty Tho�sand and NoJ10p Doltars ($1 �250,000.00), but not more than Two Hundred Fifty Thousand and No/100 Dollars ($250,0�0.�) annually. Such payment ba be made not later than sixty (gp) days a/ter each twelve (42} month period and submitfed to the City of verifieble evidence of the gross revenue actually received from the Parlcing Unit !n the event the City clases in less than twenty-four (24) months from the oompietion of the Parking Unit, any r�evenues for a part of a year shall be pr�o►ated based on the actual number of monfhs/days between flnal completion and issuance of the t�rtificate of ocxupancy and City`s clasing. By way of example, ff tt�e City closes within nine (9) monbhs, then the Public Parking Support Reoonaliatian shall be based on a maximum of seventy flve peroent (7596) of Two Hundred Fifty Thousand and NoJ100 Dollars (S25Q�OOp.Op� a O� Hundred Eighty-Seven Thousand Five Hundred arid No1100 Doltars (a187.5p0.00), assuming that the Parking Un+t threshoid is Nine Hundred Thirty-3even Thousand Fiwe Hundred and Nol100 DaUars ($937,500.Oa) and not One Miilion Two Hundred Fifty Cj Thousand and Nol100 Dollars ($t,250,000.00) based on the reduced timeframe between a full twelve (12) months and oniy nine (9) months of operat+on. D. At Closing, Developer and the City shalt each exvcute counfierpart cfosing statements and such other documents as are reasonably necessary to consummate the transaction contemplated by this Agreement. - r�.r- � . , � , _S_ A. Prora�ons Generallv. Real estate and personai praperty taxes, cos� and rev�enues and al! other proratable ibems for the Parking Unit shall be prorated as of the date of Ciosing. All cwrent� pending and/or levied condoma�ium assessments or fees which w�ere enacted, approved or originated pricx bo Closin8 shalt be paid by Devebper. The City shall pay assessments and fees levied after the Closing dafie. For purposes of this provision, the term "levied" shall mean when tt�e Board of the Condomfnium Assoaatfon or required Unit Owners or both have voted in accoManc� with Floricia law and the Declaration to approve an assessment or 1ee. B. T,�s. Closing agent shall colled all ad valorem taxes uncollected but due through the date prior to dosing and deliver same to the Pir�eilas County Tax Collector wit� notific�tion to lhe�after exempt the Property from taxation as provided in Chapter 196.012(6} Flarida Statut�ees. If the amount of taxes and assessmenfis for the current yeer cannot be asoertained, rates for the previous year ahould be used with due allowance being made for improvements and exemptions. C• Ualities• Wfth respect to elecbricily� water and sewer services and ather ubilitiss (collec�ively� ''Ut�lit ei '), the parties shall endeavor to have t�e respec�ve companies providing ihe Utiliti� read the meters for the Utill�es on or immediately prior to the Ciosing da�. Devebper shall be responsible for all c�arges based on $uch final mefier readin�, and the City shalf be responsible for all charges relstlng to fhe ParkinQ Unit ther�Rer. li such readings are not obtainable, then, wrtil such Ume as readings are obtained, charges for ali Utllitiea for whic� readinga were not obtained shall be prarabed as of tFie Closing Dabe based Upon the per diem rate obtained by using the fast period and bills for such Utilities that ar� available. Upon the taking of a subsequent adual readinp, such apporaonment shaf! be adjusted and rep►o� to neflect the actue� per diem rate for the bilifng period prior to Closing and Developer or the Cily, as the case may be, shali prompay deliver 1�n the other the amouM de�ermined to be due with respect to the Parking Unit upon such adjustment To the exbent Utilities are not separafiely metered �o the Parking Unit, a fair and equitable por�on of such Utilities shall be atlocat�ed to the Parid�ng Unit {for the initial proration and any subsequerrt r�roration) using ti�e same the methodology for cost aliocation of udlitles between condominium units provided in the Dedaratlon. The provisions of this paragraph shaN survive the Closing. 7 8. Ciosina Costs. The Developer shatl pay the t�st of dxumentary stamps due on the warranty deed and reoording cosffi for the deed. The Devetoper shall be solefy responsible for the co�t of examining ti�e and obl�ining the ovmer's title commitrnent and insuranoe policy ta insure titte to the Parldng Unit in the City, and the premiums and any other related fees and c�sts for the same. Each pariy shall pay its own legaf fees exoept as provided in subparagraph i6(D) below. AM other dosing c�sts shall be apportioned in fhe manner customary for commercial for r�eal estate transac�ons in Pinellas County, Fbrida. 9. Renresetrtations and Warranties. A. Developer represents and warrants to the City and agrees with the City that ead� of the fotlowing statements is curnently true and accurate and shall be true and accurate at the time of Ciosing, and agr�ees that the Cfty may r+ely upan each ot the following stakements: {1) Developer is a validJy �ny iimited liability company under the laws af the State of Florida, and has a!I requisite pow�er and suthority to carry on its busir�ess as now oonducied and to pertorm iffi obfigadons hereunder artd under each document or instrument c�ntempla�ed by #his Agreement tc which it is or will be a party and shall maintain its e�stence, will not dissolve and wiN �ot cansol'�dabe with a merger irrto another entlty. (2) This Agreement and, fio the exbent such documents pr�eaen�y e�ost in a form accepted by the City and Developer, +each document oont+emplated o� �quired by this Agreemer�t to which Developer is or wiA be a party have been duly autharized by ali necessary action on the part of, and have been or witl be duly executed and delivered by, Developer, and neither the execution artd detivery ihereof, nor comptianoe with fhe terms and provfsions thereof or hereof (� �quir+es the approval and con.sent of any a�er party, exoept such aa hav�e been duly obtained or as are speafically noted herein� (ii} contravenes arry existing law, judgment, govemmental ruie, regulaticn or otYier applicable to or binding on De�netop�r, or (ui} contravenes or rosults in any breach of, or default under or, other than as cor�templat�ed by this A�reement, results in the creation of any lien or encumbrance upon any property of Deveioper under any indenture. mortgage, deed of trust, bank laan or credit agreement, applicable ordinances, resolu�ons or, on the date of this �reement, any ather agr+eement or instrument to which Developer is a party, specificaliy including any cflvenants of any bonds� nofies, or otfier forms of indebtedness of Developer outstanding on the date of this Agreement (3) This Agneement and� to the eutent such documer�b pr+ese�Uy exist in a form acoep�ed by the City and Developer, each document cor�emplabed or r�equired by this Agreement to whfc� Developer is or will be a party constitute. or when enter�ed irrto wilt oonstltute, legal, valid and bindiny obliga�ons of Devebper enforr�eable agatnst Dev�toper in accordancs with the terms �f, exoept as such enforqeebility may be limi�ed by public pollcy or appticable bankruptcy, Insdvency or similar laws from 8 time to t�me in effect which affect cr�editors� rights genera��y and subject to usual equitable prinaples in the event that eQuitable remedies ar�e ir�voh�ed. (4} Develaper is not a`foreign person' within the meaning of tt�e United States tauc laws and to w�ich refcrence fs made in Intemal Revenue Code Section 1445(b)(2). At Closing� Developer shall deliver to the City an affidavit to such effect, and alsa stating Deveioper's tax identification number. Devoe�lc�per acknowledges and agrees that the City shall be entitled to fe�fly comply yvith Iniemal Revenue Code Section 9445 �ar�d alt related sections and regulatians, as same may be modified arx� amended from fime �o �me, and Dev�etoper she11 act in acx�dance y�rith aU r�asonable reqWremerrts of the C+tY t� effect such fufl compiianoe by the City. (5) Ti�ere are no pendir� or, to t�e knowledge of the Dev�eloper, threaterted actlons or proceedings befor,e any court or administrative agency against tl�e Developer, or against any controlling rnember, o�icer, employee or agent of the Deve�oper whfch ques�on the validity of this Agreement or any document oontempta�ed heneunder, or which are likely in any case, ar in the aggregate, to materially adv�ersely affect the consummation of d�e tr�nsactions contemplatsd hereunder or fihe finandal condition of the Developer. (6) AI! financia! infortnation a�d other documentation, induding that pertaining to bhe Project or tt� D�vebper� defi�er�d by �e peveloper to the City was, on �he date of deNvery the�i, true and cornect in atl material �+espects. {7i As of the Eifective Date, the Develaper witl have the flnancial capabilit�r to carry out its obligations and responsibilities in connection wit� the devetopment of the Proje�t as contemplated by this qgreement (8} The Dev�eloper has the experienc�e, expertise, and capability to develop, cause ti�e construction, end complete the Prnject and, oversee and manage the desiQn, planning, construcction, oompletion and apening for business of the Praject. (9) The Developer shall timely pertorm or cause to be perforrned aN the obligat�ons contained herein which are the responsibility of the peveloper to pertorm. (10} During each year that this Agreement ertd q�e obliga�ons of the Devebper under this f�r+eement shal! be in effect, the Developer shell cause fio be executed and ta continue to be in effect those instrvments, dxuments, oerbfip�eg, permits, lioenses, and approva�s and shafl cause #o ocqar those events contemptated by this Agreement that are applicable to, and #hat are the responsibility of� the peyeloper. {11) The Devefopet shatl use c�mmeraally reasonaWe ef�orts to aocomplish the development of the Project by the Deveioper in accordance with the Plans and Specc�ca�ons, and this qareemer�t and will not vivlate any Iaws, or+dinances, rules, regulations, orders� contracts ar agreementa that are applic�ble ther�eto. � {12) Subsequent to the Effective Date,. the Dev�eloper shall maintain its financial capabiiity tc develop, construct and complete the Project and shall promptly natify the aty of any event, condition, occurnence, or change in Ra financiel �ndition which materiafly adversefy aifects, or witli fhe passage of 6me is likely to materi�rry adversely af�ect, the Developer's �nandat capability �o sucoessfully and c:ompletely develop, construct and complete the Projed as oont�mplated hereby. (13} Subsequent to t�e Effective Date and prior � ac�uisi�on of the condomfniwn by the Cihr, the Deveioper shall maintain iis exisfience, rrot dissolve or substan�ally dissotve all of its assets, not consolidate with or mer+Qe into another corporetion, limited partnership� or other eMify, not sell� I�ase, transfer or othervvise dispose of all or substantiaAy all its asse�s or otherwfse take any acdon which would have the effect oi rendering Pelican Walk, LLC unable io observe and pertorm the responsibili�es of this agreement without the prior approval of the City, which shalt not be unreasor�ably withheld. B. The City represents and warrants to peveloper and agrees with Dev�eioper that each af the following statements is curren�y true and accurate ac�d shall be true and accurate at tl�e time of dasing, and agrees that Developer may rely upon each of the foltowing statemenffi: (1) The Cit�r is a validly existing body vorporate and poiitic of the State of Florida, and has aU r�equisltee power and authority to carry on its business as now conducted and to pe�form its obligat�iions hereunder and under each document or instrument oontemplated by fhis Agreement to which it is or witl be a pariy. (2} This Agreement and, to the extent such documents presenUy exist in a ferm acoepbed by the City and Develo�ser, each dacument contemplatied or requi�d by this Agneement to which the City is or will be a party have heen d�ly authori�ed by aN necessary acttor� on #�e part of, and hav�e been or wil! be duly e�cecut�ed and deliv�ed by, the Cit�r, and neithe► the execution and delirrery tfreroof, nor compliance with the terms and provlsions therBOf or hereot (i) requires the approval and oonserrt of eny otfier party, except such as have been duly obtained or as are specffically noted herein, {ii) conlravenes arry existing law� judgment, gov�emmeMal rule, regulafion or order applicable ta or binding on the City, or (iii) contr�tvenes or results in any breach of, or default under or, other than as contemplated by this Agreement, results in the creation of any iien or encumbranoe upon any property of the City under any indenture. mortgage, deed of trust, bank loan or credit agr+eemer�t, applicable ordinanoes, nesotufions or, on the date of this Agreement, any other agroement or instrument to which the Ciiy is a party, spedflcal�y including any oovenaMs of any bonds, notes, or other forms of indebfedness of the Cit�r ou�standing on the date of this Ag�eeme�t. {3) This Agreement and, � the exient such documents presenqy exist in a fornn accepted by the City and Developer, each docx►ment contemplated or 10 required by this Agreement io which t�e Cfly is or wilt be a pa►ty c�nstitute� or yyhen errtered inf�o wili constitute. legal, valid and bindfng obliga�on� of the Cify enforoeable against the C�ty in accordanoe with the terms thereof� exc�p� as such eMorceability may be limited by pubiic poficy or applicabie banlwptcy, insalver�cy or simttar faws from �me to time in effect which af%ct cxedit�ors' rights generally and subJect to usual equitable prinaples in the event t�at equitable remedies ate invohred. (41 The City agrees nat to pursue the devebpment af anotheir puWic parking garage or aoquire a public parking garage north of Causeway �uIeY8� on Clea�water Beach priar to closing. All of the foregang repneserrtation and warranbes �,�I �� and oomect on the date af �is A�reement and on the date of Closing, The provisions of this par�graph shall survive the Cfosing. 10• Default Provisions. The following default prov�siotts shalf appty to ar�y default by a party under this Aqr+eement: A. Citv De�au�t In the event of a default by th8 City u�der this �qreement which is not alred within ten (10� days following written notice from Developer, Developer shaN have the right to: (i} terminate �is Agreement, whereupon the parties shaf! be reteased frorn a11 f�rther obliga�ons under this qAreernerrt, exoept fhe obiigations which by their express fierms survive a termir�ation, or. altemadv�(y, (�i} seek speafic pertormance of tt�e Cihr's obligations hereunder ar�d/or any other equi�ite remedi�s, without ther�eby waiving damages. B. Develoce►.� In ttte eveni of a defauft by Dev�eloper under this Aereement which is not curec! within ten {10� days foNowing writ�en noticce irom the City, the City at its optian shall have the right tc: (� terminate this qgreement, whereupon the parbes shall be released from all furd�er ob�igations under this Agreement, except the obligations which by their express tent�s survive a termina6on, or. altemativety� (ii) seek speafic performance af Devefape�'s obligations hereunder and/or any other equitable remedies, without thereby waiving damages 14 • rokers. The parties each r+ep�eser�t aRd warrant to the other that they have not dealt with any real esl�ab� broker� sa�esmaR w finder in oonnection with fhis transaction. If a claim for brokerage fee or cammiasion in canne�ian with the transsc�ion is made by any broker, salesman or flnder daiming to have deaft t�rough or on behalf of one of the parties hereto C(n ito�'), Indemnitor shall indemnity, defiand and hold harm�ess the othe� party hereur�ier ("�mnitee�, and Indemnitee's -- members, shareholders, partners, officers, directars, employees, agents and ' representatives, fiom al! liabiliiies, damages, claims, casts, f�ees and e�cpenses whatsoever {including reasonable attomey's fees and court costs at trial and a(! appeliate leveis) with respect to safd claim for brokerage fee or cammission. The pro�isions af this paragraph shall surviv�e the Closing and any oancellation or teRnine�on of this Agreement. 1 '! 12. Notices. Any no�c�s �equired or permitDed to be given under this Agreement shall be in w� and shall be deemed to hav�e been gNen if deiivered by hand. sent by f�acsimFte fransmission, serrt by recognized ovemight oourier (such as Federal E.�qxess) or mailed by certified or register+ed maii, retum receipt requested, in a postage prepaid envetope, and addressed as fotlows; If to the City at With a copy to: If to Develaper at City of Clearwater 142 S. Osoeda Avent�e Clea►waber, FL 33756 Attn: City Manager Fax. No. (727) 562-d052 Pamela K Akin, Esq. Clearwater City Attomey 9 92 S. Osoeole Avenue Cfearwater, F1.33756 Fax No. (72� �62-4021 Paradise Group, LlC 29�1 Rigsby Lane Safety Harbor, Florida 34885 Attn: Mr. Michasl P. Connor Fax No. (727) 726-2337 With a oopy to: Macfariane Ferguson McMullen, PA. Attn: Brian J. Aungst s2s court street Clearvva�er, Florida Fax No. (727) 442-84T0 Notices personally delivered, sent by facsimile transmission or sent by ovemight courier shall be deemed given on the dai�e of defivery and notic�es mailed in aa�rdancs wifh fhe foregaing shalt be deemed given three (3} days after deposit in the U.S. mails. Each party shall be e�itled bo c�►ange its address far no�ces irom ttme to dme by delivering to the other party notice thereaf in the manner hereln provided for the detivery of notioes. 13. Risk of Loss. If, betw�en the date hereof and Closing, the Parking Unit or any portion thereof is damaged or destroyed by fire or other casualty or �aken by eminent domain, Developer shall promptiy r+apair and resto�e the parking Unit to the same condibon as existed before the fire or casuaRy and Closing shall be deferr+ed for a commensurate per'iod ofi time to permit such r�epair and restoraGon. !n such ev�ent, Cbsing st�aN be rescheduled to the dabe whic� is ben (10) days following the restoratt�on of the Parking Unit to the eondi�on that exisfied immediately prior to the damage or taking (or as close to such condition as possible, in the case of eminent domain) and issuanoe of a new certifica#e of acxupancy for the Paricing Unit (if such restoration 12 requires same}. !n the case of eminent damain, at Clasing, the Cily shalt be entifl�ed to all condemnation awarcls for the Parking Unii, less any pordon thereaf used to restor�e the Pa�icin� Un+t to the c�ondition required herein. 14. Radg� Gas. Radon is a naturally occurring radioecct�ye Qas that, when it has atxumulated ir� a building in sufficient quanbties, may present health risks to persons who are exposed ta it over �me. Le�nels of radon that exceed federa� and state guidelirtes hav�e been faund in buildings in Florida. Additional iniormadon regarding radon and radon tesfing may be abtained from your county health department, 15. Memorarfdum of AoneetneM. The parties hereto shaU execu�e and rec:oni on the Public Records of Pinellas County, Ftorida, a memorandum of agreement setpng forth the generat provisions of this qgreement to plaoe third parties on notice ana! record of the af the rights of the City and obligations of Developer. 16. V�liscellaneous. A Definition of Terms is set forth in Exhibit "E" attached hereto and maale a part hereaf. B. This Agreement shall be cor�tnied and gwerned pn $ccordance with the laws of the State of Fbrida. All of the par�es to this Aereemer�t have participated fully in the neyotiation and preparation hereof, er�d, aocwdingly, this Agreement shall not be mare strictfy construed against any one of the partes hereto. C. In ihe everrt arry term or provisian of this A�re�rr�ent be de�ermined by appropr�ate judiaal authoriiy to be itlega! or ofherwise invalid, such pravisian shaf! be given i#s nearest �gal meaning or be eonstrusd as deleted as such authority determines, and the remainder of this Aar+eement shalt be oonstrued to be jn full farce and effect. D. In the event af any litigation betMVeen the par�� un�r this Agceement, �e prevailing party shaN be endiled to reasonab{e attomey`s fees and court costs at ail trial and, appeilate levoels. The provisions of this subparaQraph shall survlve the CFosing coextensivefy with other surviving provistons of this P�qr�emen� E. In construing this qgneement, the singular shal! be hefd to include the plural, ihe plural shaU include ihe singular, the use of any gender sha1� �n�� e��y other arxi al! genders, and captipns and paragraph headings shap be disregarded. Handwritben or typewritten provisior�s ini�aled by Develaper and tl� City shall prevail over any cornficting printed provisions of this Agreemen� F. A!1 of the exhibit�s attached to �is Agreement are incorporated 'm, and mad� a part of, this A�reement G. Time shall be of the essence for each and every pra�sion hereof. 93 H. !f any date upon which, or by which, action required under this �greement is a Satur+day, Sunday ar lega! holiday recagnized by the Federal govemment, fhen tl�e date for such actlon shall be extended to the flrst day that is after such date and is not a Saturda�y, Sundey or legal ho(iday recognized by tfie Federal govemment. �. 1This Agceement is not assignabie witt�out the consent of the other PertY• J. This Apreement canstitutes the entire aQreement between the parte$ and there are no other agreemeMs, representations or wamanti�es with respect t� the subject matter hereof other than as set �rth herein. This AAreement may not be changed, alt�red or modified except by an instrument in wri6ng signed by City and Deveioper. This A�r+eemerrt shall be binding upon the parties hereto and their respec�ive sucoessars and permitted assigns. K. This Agreement may be executed in multiple counterparts each of whlch shatl be deemed an ariginal, but all of whfch taken togeiher sha11 constltute one and the same instrument. [REMAINDER OF PAGE INTENTlONALLY LEFT BLANK - SIGNATURES ON FOLLOWING PAGE(S)j 14 EXECUTED as af the date first above written. WITNESSES: /�i%.C��7 '` 1 ' ( � cl•.-+ j� v ✓� �" `j C . P nt Name: - J Pr�nt Ha � : ;c�•r.�/ � /�'+4f Atbest sy: DEVELOPER: PARADlSE GROUP, LLC, a Fforida limited ifab�lity company By: PDG IV, IRC., a Ffo ' a corporadon, its managing m r no , esident ciN: CITY OF CLEARWATER, FLORIDA, a la municipal carporabon �—�,e�x►cntrc�l�S Call, CitY �;h Geon,� N. Cretekos, Mayor �rSt�. roved to form: � Pamela K Akin Ctly Attomey EGP/dat IClTY-CLNMEUCAN�Pt1RCHA3E,AGT-Re+rl(S 2ti-f<).doec 15 HIBlT A Leaaf Descriction af Pro�rtv The land retemed to herein below is situated in the County of Pinellas, State of Fb�ida, and described as follows: tots 32 through 43, Btock "8", FlRST ADDITION TD CLEARWqTEFt BEACH ('ARK, aocording to the map or plat thereof as recorded in Plat Book i5, Page 80� Public Records of Pinellas County, Florida, together with the adjacent 1/2 of a vaca�ed alley lying along ttte East boundary theroof. AND Lots 2 bhrough 8, Blodc "A", as appearing cn th� plat named A RE-PLAT OF BLOCK "A" AND LOTS 1 TO 15 INCL. BLOCK 'B" pF. CLEARWATER BEACy pARK FlRST ADDITI�N, acoordln� to the map ar plat thereof reoorded In Plat Book 21, Page 21, Public Rec�ards af Pinellas Co�rrty, Florida, together with the adjacent 1/� of a vacabed alley lying along �e West boundaty thereof. 16 FXHI8IT °A-1° Lats 2 through 8, Blodc °A`, as appearing on t�e plat named A RE-PLAT OF BLOCK "A" AND LOTS 1 TQ 1� INCL. BlOCK "B" OF CLEARWATER BEACH PARK FIRST ADDlTION, axording to the map or plat thereof recorded in plat Book 21, Page 21� Public Records of Pinellas CouMy, Florida, together with the ad jacent 1/2 of a vacated alley lyi� along the West baundary thereof. EXHIBIT 8 (Copies af Conceptual Plans) _. �.. .. w. t�■. r� �■r s �■iw r � �.. i.�r ..� � � .�■r � PARADlSE _YEMTUIIES �g �ti '�'�'j+�..„. �,��•'�';�� ,.� ( 's^'+ �: `��=1.+'�k..s:�1Li ��.� � t'�`�i�i.+� ..;�EIf�9Sl:7t:�4=.;}s � �;=S•. �IIIIN�Itnww: � ..... .... . .. . . . . � � . � � A r � � _ �t � _ r �r rw �w r r� �r � � .. _�i� �r � �� . �I�RADI! v��rueE .�,�� k�� :�� _ ,.ay�yy� J� .i:"i �.+�,e""i � t*.�� "`�"��° �+�: ��, ��"i .. ..,5_'�`-��i.��t�:i+',Cfi' . � �� : " .-. �.� _. , , : _, ;. :- , � , , „ . ' ` ' ; < � �� ,, ,! i f' . . . . ,... .. .i_ . 4e: �. ' . . ""} ._.... . �. - �: _ , . � 'S r:"f ",�� ti..''�. �.I A � ,'x''1 a ' � • ��'��'4'4,�r � _�..._� _ � i ;r'��....,,�I�� ' .,,.,� :: t f![e.rii Jt • . � � M, : . . �. ::.,: �� _ _ -. (�Z FIRST AMENDMENT' TO PURCHASE AGREEMENT DATED JUNE 10, 2014 BETWEEN THE CTTY OF CLEARWATER, FLORIDA AND PARADISE GROUP, LLC DATED AS JLJNE 18, 2015 THIS FIRST AMENDMENT TO THE PURCHASE AGREEMENT DATED JUNE 10, 2414 (the "Amendment") is made as of this _ daS of , 2015 (the "Effective Date"), by and between THE CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation (the "City") and PARADISE GROUP, LLC, a Florida limited liability company (the "Developer"). WITNESSETH WHEREAS, the Ciry and the Developer are parties to that certain Purchase Agreement dated June 10, 2014; and WHEREAS, the City and the Developer desire to amend certain terms and provisions of the Purchase Agreement, as more fiz11y set forth herein below. NOW, THEREFORE the City and the Developer agree as follows: 1. Recita� C is herebv amended as follows• C. The Developer intends to develop and construct on what is currentIy the Pelican Walk Shopping Center and Parking Lot ("Pelican Walk Properry") a retaiUcommercial project, including a parking garage containi.ng approximately 702 total parking spaces, (collectively, the "Pro'ect" on the property more particularly described in Exhibit "A: atta.ched hereto (the "Pr�ertv"). 2. , Section 1(A)(1) is hereby amended to read as follows• Description of Project The Project shall inalnde a commercial parking gazage, private and public parking, commercial and retail uses and appropriate accessory uses and sha11 be developed in substantial conformity with the Conceptual Plans, copies of which are attached as Exhibit "B" hereto. 3. Section 1(A)(2 is herebv amended as follows• Formation of Condominium. Paradise sha11 create a six (6) unit commercial condomuuum for the Project and Existi.ng Retail Center. Retail Unit One (RU-1) sha11 consist of the Existing Retail Center described in Exhibit B-1 and improvements thereon, Retail Unit Two {RU-2} shall consist of ibe new approximately 12,000 square foot retail space with no common elements except for exterior walls excluding doors and plate glass, Parking Unit Ground (PU-G} shall consist of 28 paxking spaces on the ground floor, Parking Unit One (PU-1) shall consist of 114 parking spaxes on the first and second floors, Parking Unit Two (PU-2) shall consist of the next lowest 450 pazking spaces to be accZuired by the City pursuant to the Amended Purchase Agreement plus any additional spaces acquireci by the Cifiy pursuant to its hereinafter described option, and Parking Unit Three (PU-3) shall consist of the remaining 110 spaces (reduced by the nw�nber of spaces acquired by the City pursuant to its option, right of purchase or right of first refiisal). A11 de�•elopment rights remain.ing on the parking lot parcel shall be retained by RU-2 and be 2 available for transfer (TDR) to another site as permitted by the CIearwater Community Development Code. The avaiIable development rights retained in RU-2 shalt be calculated based upon the original unified pazcel configuration, which included the parldng Iot parcel and the Pelican VVa[lc Shopping Center parcel. PU-G, PU-1, and PU-3 may be divided inio multiple units. Paradise shall submit the Property, including the Existing Retail Center, to the condorninium form of ownership pursta.ant to Chapter 7I8 of the Flarida Statutes. The condominium docnments shall be in a in a form to be appraved by City with a consent or joinder from any lender or lienholder or any other party having any record interest in any mortgage or lien encumberi.ng the interest in the Property as required by Section 7I8.104(3} of the Florida Sta#utes. It is anticipated that the maintenance fees of the condominium will be alIocated between the Units on an equitable basis mutually agreed upon by Paradise and City based on the anticipated maintenance and costs associated with the different units with the understanciing that a11 improvements on RU-le wi11 be maintained by the owner of RU-1 and the owner of RU-lslaall control the improvemenfs made within said Unzt.. Cost of utilities sha11 be segrega.ted to the Unzt receiving seivice and not be a common expense, where possible. Prior to the Ciiy's purcha.se of PU-2, the condominium documents, once approved by the City, shall not be materially modified or amended without the prior written consent of the City, which consent shall not be unreasonably withheld. 4. Section 1 A 3 is hereb amended as follows: Use of Par%in Units/S aces b Paradise and the Ci . The use of the Parking Units/Spaces shall be limited and restricted as follows: PU-G shall consist of 28 spaces that may not be renteci on an hourly basis but may be leased or rented by Pa,radise on a non-hourly basis. PU-1 shall consist of 114 spaces ihat that xnay be apportioned by Paradise as leased parking, hourly parking, or both. Subsequent to closing, PU-2 shall consist of 450 spaces 375 of which may only be rented on an hourly basis whi�e 75 of which may be apportioned by the City as leased paz�king, hourly pazking, or both. PU-3 shall consist of I 10 spaces that may not be rented on an hourly basis but may be leased or rented by Paradise on a non-houxly basis. Paradise agrees to submit a mutualIy agreeable commercialty reasonable Parldng Management plan for the opera.tion of PU-G, PU-1, PU-2 and PU-3 as a condition of closing. The parties have devetoped a conceptual parking management plan which is outlined in Exhibit "H." The parties agree tha.t the restrictions on the use of the Parking Units/Spaces contained in this First Amended and Restated Development Agreement and the terms of the Parking Management Plan may be amended upon mutual agreement of the parties without amending this First Amended and Restated Development Agreement or the Purchase Agreement and First Amendment to the Purchase Agreement which are attached hereto as Exhibit "C." Any spaces within PU-G, PU-1, and PU-3 shall not be leased for an amount less than SO% of the then current monthly space rez�tal charge charged by the City for parking spaces in PU-2. This restriction is limited to Paradise's monthly rentals on13-. 5. Section 2 is herebv amended as follows• Acauisition of Parking Spaces. City shall acquire PU-2 consisting of 450 contiguou.s Pazkin.g Spaces which shall materialIy meet the City�s Parking Garage guidelines as provided in Exhibit "G" of the First Amended and Restatea� Development Agreemenf, Suclz Unit may be acquired. at a cost per space as set forth in the Purchase Agreement ("Parking Unit") w-ith the City having the option to acquire up to 60 additional contigaous Spaces at a cost of $25,144 per 3 space provided City exercises this option prior to final project design approval or September 4, 2Q15, wb�ichever shall first occur. After September 4, 2015, until Closing the City shall still have the right to purchase additional spaces only if Paradise is offering to sell spaces to third parties, provided, however, the cost per space shall be at the rate or $25,144.00 per space. Aiier cIosing, the City shall have a right of first refusal to acquire spaces which the Paradise is offering to seli to unrelated third pazties, provided, however, the cost to the City per space shall be the same as the third party has offered. City sha11 be provided, within ten (10) days of execution of any third party offer for spaces, a copy of the proposed third party offer for the parking space(s) and the City sha11 ha�-e forty-five (45) days after receipt of the same within which to match the offer from the third party and closing will be within tlurty (30) days thereafter. Provided., however, City shall not be required to close on such additional spaces prior to the City acquiring the Pazldng Unit with the 450 Parldng Spaces.... 5. Section 3 is herebv amended as follows• Purchase Price. The purchase price to be paid by the City to Developer for the Pazkung Unit (PU-2) is Twenty-Five Thousand One Hundred Forty-Four and No/100 Dollars ($25,144.00) per space or Eleven Million Three Hundred Fourteen Thousand Eight Hundred and No/1 00 Dollars ($1 1,314,800.00) for the 450 spaces, (the "Purchase Price"), subject to adjusfinents and prorations as provided herein. 6. Section 6 C) is herebv deleted in its entiretv 7. Exhibit E is hereby amended as follows• "Project" mea.ns, generally, the development and construction of a I2,OQ0 square foot retail/commercial project with a commercial parking garage containing 702 parking spaces open to the public. The Project will consist of the Retail Unit(s) and the Pazking Unit, as more particularly described in this Agreernent. "Retail Unit(s)" means 12,000 square foot retaiUcommercial unit. EXECUTED as of the date first above written. WITNESSES: DEVELOPER: PAR.ADISE GROUP, LLC, a Florida limited liability company By: PDG IV, Inc., a Florida corporation, its managing member By: Michael P. Connor, President 4 At�est: Approved as to form: CITY: THE CIT'Y OF CLEARWATER, FLORIDA, a Florida municipal corpora.tion By: Rosemarie Call, City Clerk By: Pamela K, Akin City Attorney � 0 � � �:;.N � PaR�i�MS� VENT�;�RES f,x (��::�1�'l�`� �� (�4�r�� x� ��'��I ��:��::�`� � � �: .��.�, �� ; �r� .. Iy'Li!II., �:±F �� t'J.�.": ,, t .�h�'i:� PA�a�s� � � n`. ��.: � s + �t � ` � ,'y � � �_ .��z�. y� r�r,�, r a i1� ��lt l��ti'i� � ��;�� "� :t ��li � � , ��.:� � �+� , ,y a7 il�a�� t:Sa� r(7..'`� s.. .iy�� r'.:1ti:.�i: -..�..�-..._,� . � � .-� �, � ��t.;y .. . . , _. . t� .r�-�.., � ._ :�., , � �� ' � �' :�°i��'��` =�. �� I� � �� . � �3 __ _i i��iEio��.� � �_�� p�°� � �R�e ��''��;� �f � � � U �"- .-_��7 yi� ��MD- BYl Q � `_§ �� 1 I � f �� M, � � .7.F��J � 1� 4 ..�' d�P f�l ��`r ` � �F..-;.....:'±, ��/i51 � SF F�s �R —•� `::�r�-,?}.."n,.,. . � �k_ ryr tti f�� ii j�L"�� i '�' I ! L �lt: j{ EI I� �i�i�: � �� '�—��_... _ I � P a ill �r��i a� j 2. 0 I �'.. ! �S � � �§ �. � � t<, �/-,.�inl ��I ''; � ..�.�,�"! ��--- �!1�A`.. � �w � City of Clearwater Parking Spaces Pelican Walk Parking Spaces �(�t3RUUPCi H.00R PLAN �1 v�r.Ti POINSETTIA STREE7 � �� av �.00R � !: y". �'T x � � � � Fp" i J u,\ �i 0 ; --°-- —' �---------•Jl I ; , _ _ ; , i� �. i � ; � ------------ � _.r_ x � �_ _ ��..�� ...,_, _-_�.__ u. 8 � � � � R_ �; �`--.... _.. . _ � �� mm�. � � M 1� i A� , � __ � 1e' - ------- --- I:. � �. a:- _ ._,.. , , ._.. _�,..._.,_ _. � _ _ � l:I�li:Ti'�;;?37, ,l�T!'6�S'SLl ��e�......... �Q�� in��1��0 .�. I� III -•-- �' � w . ,� ---- `I �,�� ,�. � -.�.-_..—___._._. ?�;,w,n�se � � � � � � �� . � r � �ai�iui �� - �Q II�Ii11Q .�.� � � P� e .,w.,�,,,,, _ V� � T Y R k S � � � � � i NOT FOR COIISTRilC710N • �x-�o-x w�r`�`uc o nn� ae ""o a�� .,� • �.. �"�'° � .� a,..a. wnNO. mv � ._._._ �,w „o�ISE � � � � � � � NOT FOR COMQTR!lCTfOM - 14-10-i4 i�uc� wux a�►c� �n,�seocw�u..c. � � � ro�iairr� v��eu� �G�a�er PI�RAD{� cu�a..ta �ua� aamr ma ._._.,..._.._... � z ecrroM aF a�►e� ro soc ,x. �� X � � $ F � � � � w F � EXHIBIT E PROJECT DEVELQPMENT SCHEDULE North Beach Partcing Plaxa 10 ITaakName '�..Duntlon IStart Flnlsh (Pretleaeswrs :�.� � .._ ..�_ _ -------�._.� _._� ...»._..__,. �__ ' ��y+n Jul ,, Au t Se � pct : Ncy � .,�. 1 'Desian and Permkti ---_ _..!,�. _..�_ �__,,_ _ _� "w.- �Y 203 daya Thu s/21/14 Fe16/12/SS ; ? qNl Desisn 158 days Thu 8/21/14 Fri 4/10/15 ��I� 3 Architeetural D�sisn 158 days Thu 8/22/14 Fri 4/1,0/15 � -- — _. .. 4�j Prenst Shop Drawings 45 days Mon 2/9/15 Fri 4/10/15 3FS�45 dqys � S Structural Design 90 days Tue 12i2/14 F�i 4/30/15 3FS90 days � ?� MEP Deslgn � .. _. T5 days Tue 12/23/14 . Fri 4J10/15 3F5.75 days � �_ 1 SM/FWMDSUbmktal 98da s Tue12/2/14 F�I4/10/15 2FS-90 � a � dearWater Site PetrMttlnB 45 d�ys Mon 4/13/15 Fd 6/12/15 2�.� � � 9 � Clearweter Suilding Permitting 45 days Ma14/13/15 Fri 6/12/15 3,5,6,4 ! ..10 ! �mer plan revlew 20 daya Mon 4/23/15 Fri S/8/15 35.6.� ' � ii �_i oeek eonse.�a, �.s a.n Fri s/xt/is � ai s/z3/is � 12 � Precast Productlon 60 drys Mo� 7J6/15 Fri 9/ZS/15 , _� Ske Uanditlon/UNlltfes 25 dsys Mon 7/6/15 Fr18/7/15 � I4 Pilings 6p diys Mon 8/10/IS F�i 10/3p/35 8,13 { 15 QblOM Btnlld(p�,�r� 0 d�q � 6/! j[� � � ' �1fi F°undatl°ns 30 days Mon 10/19/15 Fri 11/2�/15 14FS30 17 PrMartEreeqon �.1!I 80 daYS Mon 21/30/IS Fri 3/18/16 16,12F5-SOX ' � Plumqing 20 days Mon 3/21/16 Fri 4/15/16 17 �'. i9 E�� 20 days MOn 3/ZiJl6 Fri 4/i5J16 17 t 2o I E�� Ilation 30 days Mon 3/21/16 Fri 4/29/16 17 !� ..Z� j Gulking �S days Mon 3/21/16 Fri 4/BJ16 17 3 Z2 --3 E�g 30 days Mon 3/21/26 Fri 4/29/16 17 } 23 J Wash slabs 25 days Wed 3/30/I6 Wed 5/4/16 23F5-50% i ?4. ' Slab on grade 7 days Wet14/27/16 Fri S/6/I6 23F5-5 days : 25 , Striping and SlgrwB� S days 7ue 5/3/16 Mon S/9/16 23F5-5096,24F5.1 Z6 4-{ Fp�� 6 days Wed 5/4/16 Thu 5/12/16 23 : ?�..„.i.:._. Landsapfng_.. __ . _ _ 5 d� Fri 5/6/i6 frf 5/13/26 24 _ _,�...�� ..�..._. ..�._� _...�..�.:_..>,.._ ,.._ __... _._t. �,___ Projeet: ScMedule G614 - 2003 � Critiul Spllt . . , , � , , ; . . � , � , , � SPyt � � � , SummAry Wte: Wed 5/20/35 Task �:. Mlksmne "' 111 �•". , � C1ltksl � Ptojed5ummirv �� Pttad�le VlRtYf!! W-Polion Wapy LLC �: . � � ♦ 6/i; � � EXHIBIT F REQUIRED PERMTTS �'�llc�;� �laJk Par�in� G�r��,� .� �,�� per��r� i, City of Clearwater- Develapment Order- Appr�al at Comm�ntty Develo p�nt 9oard {CD9) Z. Southwest Fiorida Water Management Dtsirlct (SWpW�p}- �rnhonmenta ��urce Permit (ERP) 3. Southwest FloNda Water Managemertt Distritt (SWFWMD} - Dew�tering pe�� 4. Departmern of Environmeniaf Protectfon (DEP} -�/ater and Sewer PermitS 5. Departmertt of Environrnentaf Protectlan (pEp) _ Nativ�al Polfutant Disdtargp Ellminatlon System Permit {NpDES) 6. City of Uearwater- Building and 5tte CQnstructiort Permits a. City of Clearwater - Fire �rotecbon System permim�g b. City of Gearwater- Electticaf c. Qty ot' Clearwater- Plumbing 7. C7ty of Uearwater-5ignage Permit EXHIBIT G CITY PARKING GARAGE REQUIREMENTS e TimH _ �___. __ __.. � �i� aactttrECts Governing Codes and References {SECTION A) 1) 2) 3) 4} 2010 Florida Building Code. Code of Ordinances: City of Clearwater, FL. _ Lr,,.er.tirnh;cahs.com ... .......... TIf.10THY Hd:AHS 8 A�SOCIA7ES, tNC. :CSOo.1'.Y;. 41"STF:EET, SUITE 20? AtIAMI, FL 33178 T.3DS-592-;123 F.30t,-592-I;S3 Code and Land Development Code, County of Pinellas County, FL. Beach by Design: A Preliminary Design for Clearwater Beoch - including Section VIi. Design Guidelines. 5) NFPA 101 Life Safety. 6) NFPA 88A Standard for Porking Structures. 7) ACI 318-05 Building Code Requirements for Structura! Concrete. 8j ACI 362.1 R-97 Guide for the Design of Durable Concrete Parking Structures. 9) ANSi A 1 T 7.1 Accessible and lJsable Buiidings and Faci(ities. 10) Design Team is required to design the project under the applicable building codes, regulations and siandards at the time of the design submission for approvpl and construction. 11) Design Team st�all incorporate sustainable design practices into the project where practicable, such as recycled materials, energy efficient lighting, etc. 1 l. A) LEED certified is not required 1 l. A.2} Pre-cast recycled content shall be 75� of the steel used in the concrete and fly ash shall be 25% of the cementatious materia�. Functional Provisiona (SECTION B) 1 j 9'-0" x 18'-0" typical p4rking spaces a. Additional 1'-0" width shall be included for spaces adjacent to continuous obstructions (i.e. columns, walls, fences). 2) Ffoor clearance shafl be 7'-6" throughout the garage with the following exception: � �, 3) ADA van space iocation clearance: Minimum of 8'-2". 4) ADA spaces shall be located adjacent to stair/elevator towers to minimize travel distance. 5} Wheelstops sha8 be provided at ADA spaces only, as required. 6j Ramp s(opes a. Typical floors shall be between 5� and 6.25%. b. Speed ramps shall be less than 12.5% slope, blended, so that there is no more than a 10% difference between transition points. c. Areas near parking equipment shall be less than 2% slope other fhan at the access gate on the top floor, if constructed. 7) End bay ciearances: Util¢e 26'-6" clear at two-way crossovers for an acceptable level of service tuming radius. 8J Queuing: Minimum distance 40'-0" for entry and exit lanes. �LAh1N!NG E�GINEERf;VG � ARCH'TECTI;RE � PARKIVG �Ar. Michael Quillen Pelicr�n Wafk Perking C=�rage — De: ign GuidcJinos Junc 25, 2014 �age 2 9j Minimize use of curbs within the parking structure (ideally only located for ADA spacesj. i OJ Maximize openings in interior and exterior waNs. i 1 J Utilize exterior shear walls for improved passive security. Any use of interior shear walls shall include openings to help improve visibility. 12} Minimize a�eas of conflict between pedestrians and vehicies. Where areas oi conflict exist, provide a means of traffic cplming devices (flashing signals, crosswalk striping, bollards, etc.}. 13j Eliminate hiding places such as solid walls and deep corners. i 4) Means to prevent bird nesfing including sloped ledges, spikes, and repellents. i 5) Provide rooms as required for Storage/Utility, Electrical, Mechanical, Transformer, Generator, Elevator Machine. 16} Provide three lanes for entry/exit with a layout of one lane for entry and two lanes ior exiting. Amenities (SECTION C) 1 j Bike racks located on ground floor. 2) Clearly defined pedestrian paths from the garoge io the outside. 3} Provide painted lanes to help align vehicles when trqveling in any non-parking preas, such as a speed ramp. 4} Provide both floor arrows for defining directional travel and overhead signs for reinforcing traffic flow. Architectural Provfaions (SECTION D) 1) Stair towers/Elevator towers a. ADA compliant design and layout. b. Maximize openness within stair towers for increased visibility. The City will contribute up to $75,000 for this .feature. c. Include glass back elevators for increased visibility. The City will contribute up to $25,OOQ for this feature. d. Alumin� handrails. e. Abrasive nosings cast into stair treads. f. Enclose bottom run of stairs at ground level to eliminate hiding places. 2) Elevators a. Traction type elevators, minimum of two cabs. b. Vandal resistance cab, hoistway, fixture finishes (i.e. �xtured stainless steell. The City will contribute up to $7,000 for this feature. c. Emergency call equipped. d. In t�e event of power loss, the elevators will move to the ground floor and the doors will open and remain open until power is returned to the building. e. Durable floor system {i.e. continuous vinyl tile). T11'Y1Hd�a : S Mr. Michaei Quillen Pelican 4�dGlt* Parking Garage — Design Guid�lines ,Juno 25, 2014 Page 3 3j Signage a. Easy to read, intuitive wa�nding signage for both vehicles and pedestrians. b. Scotchlite reflective signs. StruCfura! Provisions (SECTION E) 1 j Design shall comply wifh all applicable codes and standards, including but not limited to: • Intemational Building Code • ACI 318 - Building Code Requirements for Rein#orced Concrete * AISC Steel Constructivn Manual � ACI 362 - Durability of Parking Structures, Zone 1 2) Galv4nized sieel precast connections that are protected by grauf or cast-in-place toppings or washes. 3j Stainless steel precast connections (i.e. tee to teej that are protected by sealQnt alone. 4) Minimize exposed welded or bolted connections. 5J Concrete sfab-on-grade with tooled joints and vppor barrier beneath occupied areas. 6j 7ooled joints with sealants in cast-in-piace toppings or washes. i) Column spacing of 36' which corresponds to industry standard precast tees provided in Florida, (Deieted excess language - CHL) 8) Precast double iee members shall be sized at i 2'-0" wide by a minimum of 28" deep, subject to the successful precast supplier. Precost tees shall have block outs (openings) at the top of the tee/underside of slab location for accommodating conduit runs. 9) Provide a minimum of 7'-6" clearance throughouf the entire pprking garage, except those areas that have been designed to accommodate ADA requirements, where a I minimum of 8'-2" is required, � 10) The typical exterior bay, where a double loaded parking layout is used, the minimum bay will be 36'-0" by 6p'-0". I 1 j Precast flooring system will consist of a pretopped system with topping over the retail area for waterproofing. Waterprooflng Pravtsions (SECTION F) ]) Expansion joints located at high points . 2) Compressible filler material at vertical expansion joints befween garage pnd stair towers as needed. I 3j Elastomeric deck coating above ap occupied spaces=-a+�d-A4�esRas. ivtechanical � e ui ment in the mechan'cal room will be weather r afed. TIr�1Ha� ��: S - . Mr. Michaei Qiaillen Pelican V'alk Park;ng GGrage — De;�ign C�uidel�nec J�ne 25, 1014 Aage 4 4) Treat the exposed ramp as a plaza deck to provide increased waterproofing protection for occupied space below. Pfumbing Provisions {SECTION G) ]] Cold water risers and hose bibs at each parking leve) centrally located for garage washdown. 2) Su�cient slope on floor members and an adequate number of floor drains on all levels to negate any areas of water ponding. 3j Floor drains used specifically for parking structures, such as Watts FD-9Q0 epoxy coated models or equal. 4) Galvanized steel pipe guards for vny exposed risen for bumper guard protection. 5) Storm retention system shaN be easily accessible for maintenance. Fire Protection Provisions (SECTION H) 1) Portable fire extinguishers as required by NFPA 10 Standard for Portable Fre Extinguishers. 2) The garage fire-protection system shall comply with appropriate fire and building codes. 3) Galvanized steel pipe guards for pny exposed risers for bumper guard protection. Electrical Provisions (SECTION !) T) Lighting leveis - a. Meet or exceed current minimum IES standards. b. Parking/Drive aisles - minimum 1 A fc e�er�eminimum. c. Vehicular Entry/Exits - minimum 50 fc ew�efageminimum.. �Stair towers -2 fc minimum � �e. Lobby interiors/Ground level retail areas and corridors --�i�-2p fc minimum�s). e:f_Provide addifional fighting af any interior shear walls. fi�_Emergency lighting to meet Code requirements. �h. Provide photometrics of light levels listed above. 2} Lighting %xture a. Fluorescent type fixtures with uplight component. b. If the City chooses fo upgrade to LED iighting, the City wiA pay the pre- determined cost difference related to the upgrade. 3) Lighting control system a. Photocells for controlling perimeter lighting and vehiculpr entry/exit areas. 4) Receptacles a. Weather proof enclosed types located at each stair tower. Til'�1i�d� S 1±4r. �Jiichael 4uillen Pelican 4'dalk Parking Uarage — De�ign Gaidetines .lune 25, 20'.4 Page 5 5) Conduit a. No placement within expansion joints. b. Expansion capaciiy when crossing an expansion joint. c. Exposed conduit on the exterior of the garage is not permi�ted. 6) Security System a. Construction shall be conducive for future installation of a CCN or wireless security system to cover a!I leveis of the parking garage, specifically at Stpir tower locations and the ground level, specifically at the retail corridor and vehicular entry/exits. 7) Emergency Power a. Lighting fixtures will have emergency battery back-up power and the elevaiors will have emergency features noted above, Parking Access and Revenue Control System Provisions (SECTlON J) 1) �ee#Pav-in-iane system including barrier gates, ticket spitters, detector loops, pay stations (minimum of two), eic. 2} Adequate signage to inform patrons of the payment method to include signage locations throughout the parking garpge on all floors and near ihe pay stations - this signage shall be consistent with signage used in other cify-owned garages in Clearwater Beach. 3) For accessing nested areas, the parking access system shal! include anti-passback provisions/capabilities. T'imHaa s EXHTBIT H"CUNCEPTUAL PARHING MANAGEI�TENT PLAN" PARKING 11�1NAGEMENT AGREEMENT THIS AG.REEMENT, entezed into as of the 2$` day of , 20,, is between NORTH BEACH PLAZA CONDOMINIUM ASSOCIATION, INC., a FIorida corporation not for profit herein called "Client" and PARKSIl�IpLE, LLC, a Georgia linnited Iiability company, herein called ��g�,,; WITNESSETH: l. Client hereby contracts with Manager under the terms, conditions, and provisio�s hereinafter set out for Manager to operate a certain parking garage located in Clearwater, Florida, at 490 Poinsettia Avenue, which will hereinafter be referred to as the "Parking Facility". The teirri of f12is contract shall commence on 20_, and shall continue in effect for a period of Sixty (60) full months from said date. 2. The Parking Facility is to be operated by Manager as a commercial parking garage, and shall be used for no other purpose without prior written approval of Client. Manager agtees to set aside the necessary space to protect commitments made to the tenants of, or in connection with, the opera.tion of the retail condominium. 1Vlanager agrees to honor any allocations of space that Client deems necessary, and to operate the Parldng Facility in a manner consistent with satisfying as efficiently as possible the parking demands generated. 4. This Agreement shalt not be assigned or snbcontracted in whole or in part without the written consent of Client. 5. Gross Revenues, Operating Expenses, and Operating Surplus are defned as follows: (a) "Gross Revenues" shall include a12 revenues received by Manager or Client (excluding all sales taxes or other chazges required to be remitted to any governmental agency), and the value of all discounted, validated and free parking granted by Client from the pazking of vehicles in the Parking Facility, and other income approved by Clien� Any revenues collected directly by Client shall be accurately reported to Manager. (b) "Operating Expenses" shall include all the expenses of providing the management services as set forth in the one-year Approved Budget, a copy of which is attached hereto as Exhibit "C," other than (i) expenses of a capital cost nature; u those expenses to be bome by Manager (set forth in Exhibit A); and (iii) those expenses to be borne by Client (set forth in Exhibit B). Operating Expenses shall irtclude but shall not be limited to: 052015 - Parking Mgmt Agtnt- Draft Pelican Wa]k Garage 1) Wages of supervisory personnel assigned or allocated to the Parking Facility, attendants, cashiers, clerical and audit staff and a chazge from Manager for employee benefits including, but not limited to payroll taxes, social security, workers' compensation insurance, wnemployment insurance, group health insurance, and retirement benefits, and a fee for administering such benefits; 2) Telephone expenses; 3) Business taxes, other than franchise.taxes on income or profits; 4) License and permits; 5) Advertising and promotion costs; 6) Insurance to the extent required of Manager in this Agreement; 7) Sundry items such as uniforms, tickets aad janitorial supplies; 8} Payroll processing and accounts receivable processing expense; 9) Voluntary settlement of patrons' cIaims for vehicle damage or loss of contents provided that the same has been authorized by Client and approved by Manager; 10) Normal maintenance and repairs of the Parking Facility including regainting of stall markings, replacement or repair of signs, parking gates and ticket dispensing equipment; 11) Legal or audit charges directly attributable to the operation of the Parking Facility other than those performed by the staff of Client or Manager if approved in advance by the Client; 12) Costs of special audits performed by Manager's staff auditor for the mutual benefit of Client and Manager; provided, however, that the time and manner of the taking of the audit is approved by Client in advance. Costs qualifying as Operati.ng Expense shaIl be limited to a mutually agreed upon per diem rate and actual out-of-pocket expenses of the auditor during the period of an approved special audit; 13) Payment of the "deductible" amount of iusurance cla.ims settlement, and payment of claims in excess af policy limits; 14) Management of maintenance contracts including but not �imited to elevations, caulking and various structural inspections; (c} "Operating Surplus" shail be defined as "Gross Revenues" less "Operating Expenses." 052015 - Pazking blgnt ,�gmt- Draft Pelican Walk Garage , 2_ (d) At least 45 days priar to the comrnencement of the next contract year, Manager sha11 prepare and submit to Client for its approval a proposed operating budget for the next year. The proposed budget shall includa all expenses to be paid by Manager in the operation of the Parking Facility and shall include an automatic adjustment tied to the Consumer Price Index for all Urban Consumers (CPI-L�. In the event the parties cannot agree on tiie pmposed budget by the beginning of the new contract yeaz, Manager shall utilize the last Approved Budget, adjusted by the CPI-U until such time as the pmposed budget is approved. Manager shall not, without first obtaining the prior written approval of Client, incwr any expense item in excess of the greater of One Thousand Dollars ($1,000) or 110% of the budgeted amount, u.nless such item is necessitated by an emergency which dces nai permit Manager to obtain the prior written approval of Client; provided Client shall be informed by the next business day of any such expenditure. (e} Manager shall provide consulting and advisory services to Client concerx�ing the Parking Facility without additional charge except for rezmbursement of out-of- pocket expenses such as postage, printing and supply chazges, phone charges, drafting expenses in connection with the performance of services requested or required by Client, and similar out-of-pocket expenses. Snch expenses shall be supported by cash receipts or other docu.mentary proof of payment. 6. Manager covenants that it will use methods widely accepted in the pazking industry to collect or cause to be collected all of the gross receipts from the operation and use of the Patking Facility, but Manager is not a guarantor of revenues. The gross receipfs for each month's operarion shall thereafter, on or before the twentieth (20�') day of the succeeding manth, be disbursed by Manager as foltows: (a) Manager shall pay all Operati.ng Expenses, {b) Manager shaIl then pay to itself out of the Gross Revenue the following amount: A minimum base monthly fee of Nine Hundred Fifly Dollars ($950). In addition, an incentive fee amount ectual to % of monthly Operating Surplus. (c) After payment of the amounts as directed in (a) and (b) above, the balance of the Operating Stuplus shall be paid to Client monthly in conjunction with Manager's monthly report to Client listing Crross Revenues and Operating Expenses generated by the Parking Faczlity in the preceding calenda,r month ("Monthly Report"). The Monthly Report is to be submitted by Manager for each month of the term hereof by the lwentietlx (20�') day af the next succeeding calendaz month. (d) If the Gross Revenues for any month are insufficient to make the payments required under subparagraphs (a) and (b) above, Client agrees to remit to Manager the amount of such deficit within ten (10) days after receipt of Manager's report. In the event Client fails to reimburse Manager within said ten (10) day period, and Client does 052015 - Parking Mgtnt Agmt- Draft pclican 11'alk Garage - 3_ not remedy such failure within five (5) days of receipt of written notice &om Manager, then Manager shall have the right to terminate this Agreement with unmediate e�ect. Within thirty (30) days of such termination, Client shall remit to Manager the full aznount of any non-reimbursed Operating Expenses paid by Manager. In no event shall Manager be obligated to pay Operating Expenses when sufficient revenues from operations are not available. 7. EQUIPMENT. Manager will install on the Paxking Facility certain equipment (the "EquipmenN') as detailed on Schedule 1 hereto. Client has requested that Manager finance the Equipment by entering into an equipment lease (the "Equipment Lease") or other financing azrangement (the "Loan'� with a financing company (t1�e "Financing ComAany"), the term of which shall be co-terminus with the initial term of this Management Ageement. Each such Equipment Lease or Loan shall be subject to the prior written approval of Client. If such Equipment is installed by Manager, it will not be incorporated into or become part of the Parking Facility and title shall be retained by the Financing Company or Manager (subject to the Finance Company's liens and security interests), as applicable. Monthly payments on the Equipment Lease or Loan shall be made by Manager as a scheduled and budgeted operating expense. In months when the the facility revenues are not sufficient to cover the Eqtupment Lease or Loan payments, Manager shall make the payment and the deficiency will be paid from the next available funds, if any, that otherwise would be distributable to Client under this Agreement (an "Equipment Catch-Up Payment"). a. Reimbursement of Mana�er for Equinment Financin Costs-- At the expiration or earlier termination of this Mauagement Agreement, if the aggregate of all Equipment expense payments and Equipment Catch-Up Payments (if any) collected by Managex to that date have not been sufficient to pay for all payments and ather obtigations incurred or required to be incurted by Manager in connection with the Equipment Financing, Glient, shall do one of the following (the choice between the two being at Client's option): (i} make an immediate lump-sum payment to Manager to reunburse Manager fully for all such insufficient amounts; or (ii) extend this Management Agreement for such period of time as may be necessary in order for Manager to recover through Equipment expense payments and/or Equipment Catch-Up Payments snch insufficient amounts. b. Sta.tus of Eauipment. Upon the satisfaction of the Loan, the end of the Equipment Lease term, or otherwise upon the expiration of the term of this Management Agreement (provided that Client first complies with Subparagraph (c) below, as applicable), Manager shall immediately transfer, assign and convey to Client a11 of Manager's right, title and interest in and to tlte Equipment, tlze intent of the parties hereto being that title to the Equipment shall become vested in Client. If the method used to finance the Equipment is the Equipment Lease, at the end of the Eqnipment Lease term, Manager sliall have no liabilities or obligations to continue the Equipment Lease beyond the initiat lease term. At that point, Client shall have the option, in Client's sole discretion: (i) to renew the Equipment Lease in Client's own name (Ma.nager sttall have na further liability or obligation) at mazket terms and conditions; or 052015 - Parking Mgmt Agmt- Draft Petican Walk Garage - 4_ (ii} to purchase the Equipment in C1ienYs own name at a one dollar ($1.00) buyout of the Equipment Lease. In the event Client determines to purchase the Equipment, Client shall solely be responsible for any costs, fees or expenses related thereto. c. Earlv Termination of the Mana¢ement A eement During the Term of the EQUipment Lease or Loan. If this Management Agreement is terminated for any reason whatsoever prior to the end of the term of the Equipment Lease or Loan, (i) Manager sha11 immediately transfer, assign and convey to Client aIl of Manager's right, ritle and interest in and to the Equipment and the Equipment Lease, if any, (ii) C�ient shall assume all responsibility for costs and actions required under the Equipment Lease or Loan including - by way of illustration and not limitation - lease/loan payments, insurance expense, personal property taxes, maintenance expense, and all costs relating to the teimination of the Equipment Lease or Loan, and (rii) Client shall indemnify, defend, and hold harmless Mana.ger of and from all liabilities, obligations, costs, and expenses (including but not limited to court costs, attorneys fees, and Iitigation expenses} arising out of or pertaining to such Equipment Lease or Loan. 8. Manager agrees to operate the Pazking Facility in an efficient manner 24 hour per day. Such operation sha11 be continuous unIess Client shall otherwise agree in writing. Charges for parking in the Parking Facility will be comtnensnrate with the demand for parking space and in accord with existing parking rates in the area. The rates shall not be varied without written approval of the Client. 9. Manager agrees that it will keep records of Gross Revenue and Operating Expenses pertaining to the operation of the Parking Facility for one (1 } year, a�nd Client's rights of action against Manager shall be co-terminus with the record retention period. 10. It is understood and agreed that Manager shall in no event be construed to be a partner, fiduciary or associate of Client in the operation of the Pazking Facility or in the conduct of Client's business thereon, nor shall Manager be 1ia61e for any debts incurred on behalf of Client. 11. Client agrees to maintain the sidewalks and curb cuts adjacent to the Parking Facility in accordance with applicable municipal statutes. Client shall also be responsible for all Parking Facility repairs of a structural nature including, but not limited to: electrical, plumbing, pavement repair, painting of the structure, replacement of all mercury or sodium lighting tubes and ballasts, repairs to the walls and floors of the Parking Facility, booths, sinkholes, and maintenance of ventilation system and elevators. Manager agrees to use reasonable diligence in the caze and protection of the Parking Facility during the term of this Agreement and to surrender the Pazldng Facility at the termination of this Agreement in as good condition as received, ordinary wear and tear and other casualty excepted. Any structural, mechanical, electrical or other installations or any alterations required by statutes or regulations pertaining to air quality, environmental grotection, provisions for 0520I5 - Parking Dlgmt Agma Diaft Pelican H-alk Gazagc - 5� 12. persons with disabilities or other similar governtnental requirements shail be the sole responsibility of Client. The term of this contract shall commence on 20�, and shall continue in effect for a period of 60 full months from said date. 13. In the event Manager shall intentionally fail to fuIly and faithfully deposit all the receipt� from the operation of the Pazking Facility or sha11 intentionally fail to disburse same only in the manner provided for herein, or in the event Manager sha11 become banlmxpt or insolvent, or suffer the appointrnent of a receiver, or make an assignment for creditors, Client shall have the right to forthwith terminate this Agreement, regain immediate possession of the Parking Facility, and hold the Manager liable for any damages resulting to Client. 14. Manager agrees to keep the Parlong Facility at aIl times in clean, presentable and sanitary condition and not to pernvt anything thereon which would vitiate any insurance carried by Client on the Parking Facility. Manager further agrees to comply with all governmental laws, ordinauces and regulations pertaining to the conduct of Manager's business thereon. 15. Manager agrees to carry public liability insurance in such amoeants as shown below, to pay all the premiums thereon when due, and to cause such insurance to inelude the Client as additional insured thereunder (with respect to Manager's operations only). Commercial General Liability Umbrella Excess Coverage Garagekeeper's Legal Liability Crime: Policy Limits: Workers' Compensation: Policy Limits: $I,OOO,OUO combined single limit each occurrence for bodily injury and property damage. $5,000,000 $1,000,000 combined single limit each occurrence $50,000 commercial blanket $25,000 broad form money inside $25,000 broad forrn money outside Coverage A — Statutory Coverage B - $100,000 Client shall obtain and maintain liability insurance on elevators in the Parlcing Facility naming Client and Manager as insured. Cfient shall obtain fire and extended coverage insurance covering the Pazking Facility and the equipment contained therein. All insurance coverages are subject to a deductible amount not to exceed $2,500.00, except Workers' Compensation which deductible shall be $0, and insuranee for stolen vehicles, 052015 - Parking Mgnt Agmt- Draft Pelican Walk Garage -(— which deductible shall be $5000. The deductible amounts an.d insurance premiums may be changed upon 60 days written notice to Client. The payment of the deductible amount will be considered an Operating Expense of the Parking Facility. It is understood that the liability policies cartied by Manager as noted above do not provide coverage for any claim pertaining to security issues or services. Any losses not covered by the above insurance shall constitute expenses of the Client. 16. Manager sha11 defend, indemnify and hold Client harmless from and against any and all actions, costs, claims, losses, expense and/or damages, sustained by Client attributable to the recklessness, carelessness, or negligence of Manager or any of its Managers, sen•ants or employees &am any cause, including, without limitation by specificarion, property damage and/or injeary or death to any person or persons. Client sha11 defend, indemnify and hold Manager harmless from and against any and all actions, costs, claims, Iosses, expense and/or damages, sustained by Manager attributable to the recklessness, carelessness, or negligence of Client or any of its Managers, servants or emptoyees from any cause, including, without limitation by specification, property damage and/or injury or death to any person or persons. It is agreed that any acrions, costs, claims, losses, expenses, and/or damages resulting from design or structaral faults or defects are the responsibility of Client. Client acknowledges that Manager's obligations hereunder do not include the rendition of service, supervision, or fumishing of personnel in connection with the personal safety and security of any persons within or about the Pazking Facility, nor does any insurance provided by Manager cover such claims. Manager has no knowledge or expertise as a guard or security service, employs no personnel for that purpose, and Manager's employees do not guard. or protect customers or any other persons or property against the intentional acts of tt�ird parties. Client shall determine, in its discretion, the extent to which preca.utionary warnings and security devices or services may be required to protect persons in and about the Parking Facility. Client agrees to defend, indemnify and hotd Manager harmless from all claims and causes of action on account of Client's failure to provide liability insurance to cover such claims and causes of action in the amount of not less than One Million Dollars ($1,000,000) per incident, and to name Manager as additional insured on such policies. Client agrees to deliver Manager a certificate of insurance showing that such insurance is in effect. The failure to secure adequate insurance shall not serve to relieve Client of this requirement. Client agrees to reimburse Manager for any expense or cost the latter incurs in defense of any claim, action, proceeding or charge against Manager or Client joinfly or severally arisvng out of or based upon any law, regulation, reqnirement, contract or award relating to hours of employment, working conditions, wages and/or compensation of employees or former employees of Manager at the Parking Facility, provided Manager is not found to be at fat�l� It is agreed that any judgments, awards or settlements arising out of such claims, actions, proceedings or charges that represent wage payments are to be treated as pperating Expenses. It is understood and agreed that the Parking Facility is burdened with pipes, conduits, and Q52015 - Parking Mgmt _�gmt- Draft Pelican Walk Garage _ 7_ lines necessary for utility services to Client's building. Client dces hereby agree to save harmless, protect, and indemnify 1Vlanager from and against any and all liability, claims, causes of action, and costs, including loss of revenue by Manager, arising from, out of, or because of, the existence of pipes, conduits, and lines in the parking Facility unless the same shall result from negligent actions of Manager, its servants, Managers, ar employees. 17. Client does hereby waive all rights of recovery, if any, against iVianager for damage to, or deshuction of, the Parking Facility in the event such damage or destruction is caused by fire or other casualty which can be covered under a standard fre and extended coverage insurance policy. 18. Either party shall have the right to terminate this Agreement: (i) in the event the other party has failed to perform any of the terms and conditions specified herein, if said failure has been called to the attention of the responsible party in writing and that party has not corrected said failure within thirty (30) days of receipt of written notice (except as is provided in pazagraph 7(d) above). In the event of such tecmination, Manager agrees to vacate the Pazking Facility by midnight of the thirtieth (30�') da,y after delivery of said notice. In the event a suit is brought as a result of a default or breach of this Agreement, the prevailing pazty will be entitled to recover its reasonable attomeys' fees, court costs and expenses from the other party, 19. Client shall have the right to enter and inspect tt�e Parking Facility at all reasonable times. 20. Notwithstanding all provisions of this Agreement, it is mutually understood between the parties hereto, that this Agreement shalt not in any way be construed to be a lease, but is merely a recitation of contract provisions. 21. Notice to both Client and Manager shall be sent by certified ma.il, return receipt requested, or by a nationally recagnized ovemight courier service, to the following addresses: If to Client: If to Manager. Pazksimple LLC 3520 Piedmont Road Suite 125 Atlanta, Georgia 30305 AIl notices sha11 be deemed given upon confirmed receipt thereof. Either party may, by such notice, designate a new or other address to which notice may be delivered. 052Q 15 - Psrlcing Mgmt Agmt- DraR Pelican V�'alk Garagc -$- IN WITNESS WF�REOF, Client has caused this instrument to be execute� in its corporate name by its duly autt2orized officer, and Manager has hereunto set lus hand the day and date first above written. CLIENT: By: _ Name: Its: MANAGER: PARKSA�IPLE, LLC. By: ` Name: Its: 0520] 5- Parking hfgmt Agmi- Draft Pclican Weik Garage - 9- EXHIBIT A EXPENSES OP AGER Salaries, travel and accommodation expenses of all executive personnel of Manager. 2. General and administrative expenses of Manager not allocable directly to operations at the Pazking Facility. 3. Personal property taxes of Manager's property. 052015 - Parking Mgmt Agmt- DraR Pelican Walk Garage - 10 = EXHIBIT B EXPENSES OF CLIENT 1. Rea1 and personal property taxes of C1ienYs properiy, not inciuding the parking facility equipment. 2. All claims, expenses and/or damages arising from, or caused by structural or design deficiencies or by improper work or supervision during construction including, without limitation, settlement, collapse or inadequacy of structure or equipment, and all repairs related thereto. 3. Debt service aith respect to land, building and equipment. 4. Costs of legal and auditing fees of Client. 5. Salaries and wages of all employees of Client. 6. Costs incuzred by Client in the supervision of obligations of Manager. 7. Costs of maintaining elevators, sprinkler and �:entilation systems. 8. Utilities expense of the Pazking Facility. 9. Capital expenditures, improvements, alterations, additions and all new equipment, including all architectural and engineering fees in connection therewith. 10. Costs of payroll and equipment of security personnel. 11. Cost of premiums for fire and extended coverage insurance. 052015 - Parking Mgmt Agmt- praft Pelican Walk Garage - j j P EXHIBTT C APPROVED BUDGET 052015 - Parking Mgnt Agtnt- Draft Pelicfln Walk Garage - 2 2- _ __ �: 9 ., � 6 � � a i:� r'` � � x. Q;: a:� �?r : �� ^i _H � » - ' �{ �FSi��P .a:: q �»::T ��+ au� � w :.k�•;;��u 5a+'i'�"Z•.�� z ,x��; 4@�;;agga.r,�s• Y;. 4�i a a•� liAlwii��ii'�E:�.F 'H�,''�{P'::n$ i��:. » g:t :.�i»ga� 'L�: S � Ra�Y�` .,313iiifi�`»� �:s�„ce,..R. �#u ....a�i F 1t'•;'s8��a•�iy..,��X.�,6�iq8 , r � � R' �'S^��g:�?a� .?� �ww � �� A ;+•p .°."�sf �:��'^'ASw X x • xj�x��:.a RXt;: k"a�ik �'nP.�A�i.��'�� aa � » $�'w��. A��a�"�so�� .S $a: X � .t.3si::c�9F x�nd�Q ..a jfiS :t:;x axG:�ga� :�^��a�xR= _ �� . , , � �r � � g E 03 f F �S' � �� a ��} t s � . E� � ■�ep � � F ?� �$ � i �� g �� ` �F�� i � �� 8 i � k � ' �� _ ; ��'�� •�� , �,�� °�{� 3 b=�i�xR �ai:'#d��3 � � c"� -;i� SL 15 �3 P» 3'� ��. �E $� �� At K �� R� �j �� 1g ��a �3 Exhibit 1- EQUIPMENT 8� TECHNQLOGY PELICAN WALK The basic configuration of the parking facifity is (1) designated entrance, (2) designated exits, and (9) reversible entrance/exit lane. The proposed equipment system manufacturer is still yet to be determined pending bid process. Determining factors of award wiN be based on total cost, technological capabilities, and vendor service capability. 7he overall system wilf woric in the following manner: As the customer enters the parking facility they have 3 options for entry: access card, smart phone App, or pull a ticket. At the same time, the LPR camera system captures the vehicle data and ties it ta the ticket or parking App data. The gate opens and the customer proceeds to park. If the customer parks above the City of Clearwater Beach pass thru station the upper �PR camera system again captures the vehicle data and re-categorizes the revenue into the City revenue accour�t. As the customer leaves this area, the LPR s exit camera system again captures and records the vehicle data. Upon exit from �°' facility� the customer presents their smart phone App or inserts the parking ticket � into PiL exit station. The machine reads ticket data and calculates rate. At the same time the LPR camera system verifies that the ticket belongs to the same vehicle that pulled upon entry. The customer presents payment and the exit barrier rises and the customerexits. The software system then categorizes where to place the income generated based on where in the facility the customer parked. Monthiy parkers wilt utilize access cards and will not utilize the LPR system. Instead these patrons will utilize the nested area located on the rooftop. Hardware Requirements Main Entry/Exit The basic equipment hardware components to be utilized at the garage entry/exit area will include: (5) barrier gate systems at aU entrances/exits, (2) barcode ticket dispensers with pay-by-phone capability, (5} access card readers, (5} LPR camera systems, (2) Pay-in-lane kiosks, (1) CC only exit stafion, and (3} �king intercom systems. City of Clearuvater Beach Pass Thru The only equipment hardware components required at the pass thru island are (2) LPR camera systems. Rooftop Nest The components to be located at the rooftop nested are include: {2) barrier gates, and (2) card readers on pedestals. Software Requlrements The parking facility software system must be able capable of integrating LPR data, smart phone apps, and provide robusf report in rea! time. The system must be accessible and set up for remote login capability. The system must be CSIP/PCI compliant. FIRST AMENDMENT TO PURCHASE AGREEMENT DATED JUNE 10, 2014 BETWEEN THE CITY OF CLEARWATER, FLORIDA AND PARADISE GROUP, LLC DATED AS JUNE 18, 2015 THIS FIRST AMENDMENT TO THE PURCHASE AGREEMENT DATED JUNE 10, 2014 (the "Amendment") is made as of this _ day of , 2015 (the "Effective Date"), by and between THE CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation (the "City") and PARADISE GROUP, LLC, a Florida limited liability company (the "Developer"). WITNESSETH WHEREAS, the City and the Developer are parties to that certain Purchase Agreement dated June 10, 2014; and WHEREAS, the City and the Developer desire to amend certain terms and provisions of the Purchase Agreement, as more fully set forth herein below. NOW, THEREFORE the City and the Developer agree as follows: 1. Recital C is herebv amended as follows: C. The Developer intends to develop and construct on what is currently the Pelican Walk Shopping Center and Parking Lot ("Pelican Walk Property") a retail/commercial project, including a parking garage containing approximately 702 total parking spaces, (collectively, the "Pro'ect" on the property more particularly described in Exhibit "A: attached hereto (the "Pro en rtv'Tl. 2. Section 1(A)L) is herebv amended to read as follows• Description of Project. The Project shall include a commercial parking garage, private and public parking, commercial and retail uses and appropriate accessory uses and shall be developed in substantial conformity with the Conceptual Plans, copies of which are attached as E�ibit "B" hereto. 3. Section 1(A)(2) is hereby amended as follows: Formation of Condominium. Paradise shall create a six (6) unit commercial condominium for the Project and Existing Retail Center. Retail Unit One (RU-1) shall consist of the Existing Retail Center described in Exhibit B-1 and improvements thereon, Retail Unit Two (RU-2) shall consist of the new approximately 12,000 square foot retail space with no common elements except for exterior walls excluding doors and plate glass, Parking Unit Ground (PU-G) shall consist of 28 parking spaces on the ground floor, Parking Unit One (PU-1) shall consist of 114 parking spaxes on the first and second floors, Parking Unit Two (PU-2) shall consist of the next lowest 450 parking spaces to be acquired by the City pursuant to the Amended Purchase Agreement plus any additional spaces acquired by the City pursuant to its hereinafter described option, and Parking Unit Three (PU-3) shall consist of the remaining 110 spaces (reduced by the number of spaces acquired by the City pursuant to its option, right of purchase or right of iirst refusal). All development rights remaining on the parking lot parcel shall be retained by RU-2 and be 2 available for transfer (TDR) to another site as permitted by the Clearwater Community Development Code. The available development rights retained in RU-2 shall be calculated based upon the original unified parcel configuration, which included the parking lot parcel and the Pelican Walk Shopping Center parcel. PU-G, PU-1, and PU-3 may be divided into multiple units. Paradise shall submit the Property, including the Existing Retail Center, to the condominium form of ownership pursuant to Chapter 718 of the Florida Statutes. The condominium documents shall be in a in a form to be approved by City with a consent or joinder from any lender or lienholder or any other party having any record interest in any mortgage or lien encumbering the interest in the Property as required by Section 718.104(3) of the Florida Statutes. It is anticipated that the maintenance fees of the condominium will be allocated between the Units on an equitable basis mutually agreed upon by Paradise and City based on the anticipated maintenance and costs associated with the different units with the understanding that all improvements on RU-1 e will be maintained by the owner of RU-1 and the owner of RU-lshall control the improvements made within said Unit.. Cost of utilities shall be segregated to the Unit receiving service and not be a common expense, where possible. Prior to the City's purchase of PU-2, the condominium documents, once approved by the City, shall not be materially modified or amended without the prior written consent of the City, which consent shall not be unreasonably withheld. 4. Section 1(A)�3) is hereby amended as follows• Use of Parkin� Units/Spaces bv Paradise and the CitX The use of the Parking Units/Spaces shall be limited and restricted as follows: PU-G shall consist of 28 spaces that may not be rented on an hourly basis but may be leased or rented by Paradise on a non-hourly basis. PU-1 shall consist of 114 spaces that that may be apportioned by Paradise as leased parking, hourly parking, or both. Subsequent to closing, PU-2 shall consist of 450 spaces 375 of which may only be rented on an hourly basis while 75 of which may be apportioned by the City as leased parking, hourly parking, or both. PU-3 shall consist of 110 spaces that may not be rented on an hourly basis but may be leased or rented by Paradise on a non-hourly basis. Paradise agrees to submit a mutually agreeable commercially reasonable Parking Management Plan for the operation of PU-G, PU-1, PU-2 and PU-3 as a condition of closing. The parties have developed a conceptual parking management plan which is outlined in Exhibit "H." The parties agree that the restrictions on the use of the Parking Units/Spaces contained in this First Amended and Restated Development Agreement and the terms of the Paxking Management Plan may be amended upon mutual agreement of the parties without amending this First Amended and Restated Development Agreement or the Purchase Agreement and First Amendment to the Purchase Agreement which are attached hereto as Exhibit "C." Any spaces within PU-G, PU-1, and PU-3 shall not be leased for an amount less than 50% of the then current monthly space rental charge charged by the City for parking spaces in PU-2. This restriction is limited to Paradise's monthly rentals only. 5. Section 2 is hereby amended as follows• Acquisition of Parking S aces. City shall acquire PU-2 consisting of 450 contiguous Parking Spaces which shall materially meet the City's Parking Garage guidelines as provided in Exhibit "G" of the First Amended and Restated Development Agreement. Such Unit may be acquired at a cost per space as set forth in the Purchase Agreement ("Parking Unit") with the City having the option to acquire up to 60 additional contiguous Spaces at a cost of $25,144 per 3 space provided City exercises this option prior to final project design approval or September 4, 2015, whichever shall first occur. After September 4, 2015, until Closing the City shall still have the right to purchase additional spaces only if Paradise is offering to sell spaces to third parties, provided, however, the cost per space shall be at the rate or $25,144.00 per space. After closing, the City shall have a right of first refusal to acquire spaces which the Paradise is offering to sell to unrelated third parties, provided, however, the cost to the City per space shall be the same as the third party has offered. City shall be provided, within ten (10) days of execution of any third party offer for spaces, a copy of the proposed third party offer for the parking space(s) and the City shall have forty-five (45) days after receipt of the same within which to match the offer from the third party and closing will be within thirty (30) days thereafter. Provided, however, City shall not be required to close on such additional spaces prior to the City acquiring the Parking Unit with the 450 Parking Spaces.... 5. Section 3 is hereby amended as follows• Purchase Price. The purchase price to be paid by the City to Developer for the Parking Unit (PU-2) is Twenty-Five Thousand One Hundred Forty-Four and No/100 Dollars ($25,144.00) per space or Eleven Million Three Hundred Fourteen Thousand Eight Hundred and No/1 00 Dollars ($1 1,314,800.00) for the 450 spaces, (the "Purchase Price"), subject to adjustments and prorations as provided herein. 6. Section 6(C is hereby deleted in its entiretv 7. Exhibit E is herebv amended as follows• "Project" means, generally, the development and construction of a 12,000 square foot retail/commercial project with a commercial parking garage containing 702 parking spaces open to the public. The Project will consist of the Retail Unit(s) and the Parking Unit, as more particularly described in this Agreement. "Retail Unit(s)" means 12,000 square foot retail/commercial unit. EXECUTED as of the date first above written. WITNESSES: DEVELOPER: PARADISE GROUP, LLC, a Florida limited liability company By: PDG IV, Inc., a Florida corporation, its managing member By: Michael P. Connor, President 4 Attest: Approved as to form: CITY: THE CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation By: Rosemarie Call, City Clerk By: Pamela K. Akin City Attorney 5