DVA2014-06001A - Memo & Supplement - First Amended and Restated Development AgreementClearwater
To: Community Development Board Members
From: Kevin W. Nurnberger, Senior Planner
Date: August 14, 2015
RE: DVA2014 -06001 A — 483 Mandalay Avenue
Please accept this memo as amending staff report for DVA2014- 06001A issued on August 13,
2015. The City has agreed to the business terms in the First Amendment and Restated
Development Agreement, based on this agreement, the Planning and Development Department is
recommending APPROVAL of the revised development agreement proposal.
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,
FLORIDA, a municipal corporation and political subdivision of the State of Florida (the "City "),
and PV- PELICAN WALK, LLC, a Florida limited liability company ("Paradise "):
WITNESSETH:
WHEREAS, one of the major elements of the City's revitalization effort is wa
special area plan for the revitalization 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 ( "Act "), authorize the City to enter into
binding development agreements with persons having a legal or equitable interest in real
property located within the corporate Iimits of the City; and
WHEREAS, the City of Clearwater has adopted a community revitalization plan entitled
Beach by Design;
WHEREAS, Beach by Design contemplates the provision of additional off - street parking
on Clearwater Beach in support of revitalization of the retail/restaurant district, the East Shore
marina district, the North Mandalay area, to promote resort development, and to promote beach
patronage;
WHEREAS, on days of peak beach patronage, there is a serious shortfall in the
availability of public parking on Clearwater Beach;
WHEREAS, the City of Clearwater has exhaustively analyzed the opportunities for
providing additional parking on Clearwater Beach;
WHEREAS Paradise and Pelican Walk Investors, LLC are the owners of certain real
property on Clearwater Beach popularly known as the Pelican Walk Shopping Center and the
Pelican Walk parking 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
Walk Shopping Center as the preferred site for a parking garage for North Mandalay and the
Retail and Restaurant Districts ( "Parking Garage Site ");
WHEREAS, the City of Clearwater has conducted various studies of the feasibility of
constructing additional off - street parking and evaluated several different sites on North Beach;
Pelican Walk Parking Garage First Amended and Restated Development Agreement
WHEREAS, Paradise intends to develop and construct on what is currently the Pelican
Walk Shopping Center and the Parking Garage Site a retail /commercial project, including a
parking garage containing approximately 702 total parking spaces, (collectively, the "Project"
on the property more particularly described in Exhibit "B" attached hereto (the "Property").
WHEREAS, the Property, which includes the current Pelican Walk Shopping Center
property described in Exhibit "B -1" ( "Existing Retail Center "), shall be and will be submitted to
the condominium form of ownership pursuant to Chapter 718 of the Florida Statutes and
condominium documents shall be prepared. The condominium shall contain units to be utilized
for public and/or private parking.
WHEREAS, Paradise proposes to sell a 450 parking space condominium unit to the City
( "Parking Unit Two "or "PU -2 ") to facilitate the provision of additional off - street parking on
Clearwater Beach;
WHEREAS, the City and Paradise have worked diligently to identify a financially
feasible approach to the construction of a new parking garage on the Parking Garage Site;
WHEREAS, the City employed professionals experienced in the financing of parking
garages to evaluate the economic feasibility of various options for a new parking garage on the
Parking Garage Site;
WHEREAS, the economic feasibility analysis prepared for the City revealed that the
development of the Parking Garage as proposed by 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 August 20, 2015, the City and Paradise entered into a First Amendment
to the Purchase Agreement which is contingent upon Community Development Board and City
Council approval of this First Amended and Restated Development Agreement among other
things. A true and accurate copy of the Purchase Agreement and the First Amendment to the
Purchase Agreement are attached hereto as composite Exhibit "C" and are incorporated herein in
their 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 garage 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 valid public
purpose;
WHEREAS, the City understands that Paradise is willing to undertake the financial risk
Pelican Walk Parking Garage First Amended and Restated Development Agreement
of designing, constructing and operating the proposed Parking Garage and that Paradise is
relying upon the Purchase Agreement and First Amendment to the Purchase Agreement
attached hereto as Exhibit "C"
WHEREAS, at a duly called public meeting on the 19u' day of July, 2014, the
Community Development Board approved the design of the Parking Garage and recommended
that the City Council approve the Development Agreement;
WHEREAS, at a duly called public meeting on the 20'' day of August, 2014, the City
Council approved the Development Agreement, and authorized and directed its execution by the
appropriate officials of the City; and
WHEREAS, at a duly called public meeting on the 18th day of August, 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 20a'day of August, 2015, the City
Council approved this 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 have authorized certain individuals to execute this Agreement on its behalf.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereby agree as follows:
1.01 Definitions. 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 Exhibits and any amendments thereto.
2. "Beach by Design" or "Plan" means the strategic redevelopment plan for
Clearwater Beach adopted February 2001 as amended through 2015.
3. "City" means the City of Clearwater, Florida, a Florida municipal corporation.
4. "City Council" means the governing body of the City.
5. "City's Representative" means that person designated by the City to represent the
City during the design and construction of the proposed Parking Garage.
Pelican Walk Padang Garage First Amended and Restated Development Agreement
6. "Commencement Date" means the date on which Paradise commences or causes a
Contractor to commence site work related to the Pelican Walk Parking Garage
which date shall occur on or before October 1„ 2015.
7. "Commence construction" means the start of meaningful physical development of
a material part of the Parking Garage building.
8. "Construction Completion Date" means the date a final certificate of occupancy is
issued by the City for the Pelican Walk Parking Garage.
9. "Effective Date" means the date of approval and execution of this Agreement as
pro ,.sided in Section 12.14.
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 made a part of, this Agreement.
11. "Parking Garage Site" means the land on which the existing Pelican Walk surface
parking lot and associated storm water management facilities are located which is
located immediately to the east of the existing Pelican Walk Shopping Center and
fronts on Poinsettia Avenue, as more particularly described in Exhibit B.
12. "Pelican Walk Parking Garage" means a parking garage to be constructed on the
Parking Garage Site" containing not less than six hundred and twenty (620) off -
street parking spaces.
13. "Plans and Specifications" means the schematic, preliminary and final
construction 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. Words of the masculine gender shall be deemed and
construed to include correlative words of the feminine and neuter genders. Unless the
context shall otherwise indicate, the singular shall include the plural 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," "hereinafter" and other equivalent words refer to this
Agreement and not solely to the particular portion thereof in which any such word is
used.
1.03 Florida Statutes. All references herein to Florida Statutes are to Florida Statutes (2014),
as amended from time to time.
ARTICLE 2. PURPOSE AND DESCRIPTION OF PROJECT.
2.01 Finding of Public Purpose and Benefit. The proposed Project, and the design,
construction, 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 Development
Pelican Walk Parking Garage First Amended and Restated Development Agreement
Regulations of the City of Clearwater, (2) to conform 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 Purpose of Agreement. The purpose of this Agreement is to further the implementation
of Beach by Design by providing for additional public parking on Clearwater Beach to enhance
the quality 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.
1. Description. 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 Exhibit "D" hereto.
2. Formation of the 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 spaces 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 first refusal). All development rights remaining on the
parking lot parcel shall be retained by RU -2 and be 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 Iien
encumbering the interest in the Property as required by Section 718.104(3) of the
Pelican Walls Parking Garage First Amended and Restated Development Agreement
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
will be maintained by the owner of RU -1 and the owner of RU -1 shall 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. This
Agreement shall terminate and the City shall have no obligation to purchase PU-
2 in the event Paradise fails to deliver mutually agreeable condominium
documents as a condition of closing on the City's purchase of PU -2. 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.
3. Use of Parking Units /Spaces by Paradise and the City. The use of the Parking
Units /Spaces shall be limited and restricted as follows: PU -G shall consist of 28
spaces that may be apportioned by Paradise as leased parking, hourly parking, or
both. 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 which may be apportioned by the City as leased parking,
hourly parking, or both. PU -3 shall consist of 110 spaces apportioned by
Paradise as leased parking, hourly parking, or both Paradise agrees to submit a
mutually agreeable 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 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 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.
2.04 Cooperation of the Parties. The City and Paradise recognize that the successful
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
manner hereunder, provide the other party with complete and updated information 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 carried out to the full extent
contemplated hereby and the Parking Garage is designed, constructed, completed and
operated as provided herein.
Pelican Walls Parking Garage First Amended and Restated DevelopmentAgreement
ARTICLE 3. REGULATORY PROCESS.
3.01 Land Development Regulations,
1. Land Use Desiggation. The Parking Garage Site is located within the Tourist
District as provided in the City's Land Development Regulations.
2. Amendments to Land Development Regglations. The City's current Land
Development Regulations shall govern the development of the Project for the
duration of this Agreement. Subsequently adopted ordinances and codes of the
City which are of general application not governing the de` elopment of land shall
be applicable to the Property, subject to the terms and conditions of this
Agreement.
3.02 Development Approvals and Permits.
1. Applications for Development Approval. Paradise shall prepare and submit to the
appropriate governmental authorities, including the City, applications for all
necessary Permits for the Parking Garage, and shall bear all costs of preparing
such applications, applying for and obtaining such permits, including payment of
any and all applicable application, inspection, regulatory and impact fees or
charges, except as otherwise provided in this Agreement. A list of all permits and
approvals required to implement the provisions of this Agreement is attached as
Exhibit "E ". The failure of this Agreement to address a particular permit,
condition, term or restriction shall not relieve the Developer of the necessity of
complying with the law governing said permitting requirements, conditions, terms
or restrictions.
2.Schedule. A Project Development Schedule is attached to this Agreement as Exhibit
7" that identifies specific tasks to be completed through the entire Project and the
proposed date for completion.
3. City Cooperation and Assistance The City shall cooperate with Paradise with
regard to 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 government other than the City. If requested 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 governmental
authority to which application for any permits has been made that such permit or
approval to issue or approve the requested permit or approval, to the extent that
the work covered by such Permit(s) is not in violation of the terms of this
Pelican Walk Parking Garage First Amended and Restated Development Agreement
Agreement.
4. City Authority Preserved. The City's duties, obligations, or responsibilities under
any section 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 act in its governmental 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 this Agreement, be obligated to take any action concerning
regulatory approvals except through its established processes and in accordance
with applicable provisions of law.
3.03 Not a 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 "development order" or "development permit" within the
meaning of those terms in Section 163.3164, Florida Statutes.
4.01 Plans and Specifications.
I. Res onsibili for Pr aration of PIans and Specifications. Paradise shall be
responsible for and shall pay the cost of preparing the site plan and schematic,
preliminary, and final construction plans for the proposed Parking Garage.
During the design process, 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. Approval of Plans and Specifications for PU -2. The City has previously
approved the Conceptual Plans in its regulatory capacity. Exhibit "G"
attached to this Agreement sets forth the City Standards for PU -2 to be owned
by the City (the "Parking Unit "). In order to ensure that the design of the
Parking Unit will meet the City's standards, the Plans and Specifications for the
Project shall be submitted to the City for review and comment prior to the
submission of any application for a building permit, other than a foundation
permit. The City's review of the Plans and Specifications hereunder in its
proprietary (i.e., non - regulatory) capacity shall be limited to compliance by the
Parking Unit guidelines attached hereto as Exhibit "G ". The City shall notify
the Developer in writing within thirty (30) days following receipt that the Plans
and Specifications have or have not been approved, and in the case of
disapproval, the specific reason(s) for such disapproval. If the Plans and
Pelican Walk Parking Garage First Amended and Restated Development Agreement
Specifications submitted to the City by the Developer substantially comply
with this Agreement and have not materially changed from the Conceptual
Plans in a manner which causes the Parking Unit to no Ionger conform to the
City Parking Garage Standards, the City shall approve the Plans and
Specifications as submitted. The City's failure to respond to the Developer
within said 30 -day period shall be deemed approval.
3. Character and QualitL The City and Paradise agree that the proposed Parking
Garage shall be designed, constructed, maintained and operated in a manner
consistent with other first class or high quality parking garages in the Tampa Bay
region. The City and Paradise further agree that the Parking Garage will be
designed and constructed in a manner which will ensure that the Parking Garage
has a positive impact on the appearance and community character of Clearwater
Beach. The City acknowledges that the conceptual plans for the Parking Garage
attached hereto as Exhibit "D" satisfy the requirements of this section.
4. Useful Life. The City and Paradise agree that the Parking Garage will be
designed and constructed so as to have a useful 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 shall cause such professionals to prepare the
Plans and Specifications.
ARTICLE 5. PARADISE OBLIGATIONS.
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 lender shall have entered into a subordination/non- disturbance /tri-party agreement
with City and Paradise as described hereinafter below. The Developer covenants and agrees that
the Project Financing documents shall include a provision which provides that in the event any
Project Financing secured by the Parking Unit shall become due and payable by maturity or
acceleration, the Project Lender shall give written 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 shall state the basis of the default by the Developer and 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 Plans and Specifications for the Parking Garage within six
(6) months after the Effective Date and shall thereafter diligently pursue
construction to completion within eighteen (18) months of the Effective Date,
subject to extensions for Unavoidable Delays.
Pelican Walk Parking Garage First Amended and Restated Development Agreement
2. Pa ent of Contractors and Supliers. Paradise shall be responsible for all on -site
costs relative to the development of the Project, including the Parking Unit.
Paradise agrees to promptly pay, or arrange to be paid, all moneys due and legally
owing to all persons or organizations doing any work or furnishing any materials,
fuel, machinery or supplies for the design and construction of the Parking Garage.
3. Maintenance of Construction Site. During the construction of the Parking Garage,
Paradise shall, at its own expense, keep the Parking Garage Site in good and clean
order and condition.
5.03 Subordination /Non - Disturbance /Tri -Party Agreement. City shall be provided upon
the filing of any lien on the Property with a subordination /non - disturbance /tri -party
agreement from any mortgagee or lien holder having a lien or mortgage on the Property
recognizing the City's rights under this Agreement and agreeing to the City's and
Paradise's ability to enforce this Agreement and City's rights hereunder in the event of a
default in any loan, lien or mortgage encumbering the Property or any default in this
Agreement. The subordination /non - disturbance /tri -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
contemplated to be conveyed to the City; provided, however, the City is permitted to
terminate this Agreement if the mortgagee or lien holder does not complete the
construction obligations of Paradise, subject to any notice and or cure rights as provided
herein. In addition, the subordination /non - disturbance /tri -party agreement shall 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 not apply to the
mortgagee or lien holder in the event such mortgagee or lien holder seeks possession of
the Property through foreclosure, deed in lieu or such other similar proceedings. The
subordination /non - disturbance /tri -party agreement shall be recorded and be binding on
and run to the benefit of any successors or assigns of the parties. A memorandum of this
Agreement shall be placed of record upon the execution of this Agreement.
5.04 Operation of Parking Garage. Prior to the purchase of PU -2 by the City, Paradise
agrees and covenants that the Parking Garage shall operate on the following terms and
conditions:
1. Open to the Public. PU -2 of the Parking Garage shall be available to the general
public, including the tenants and partners of the Pelican Walk 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 will
Pelican Walk Parking Garage First Amended and Restated Development Agreement
available for use by the public at all times when the Parking Garage is open, and
that at least four hundred and fifty (450) parking spaces shall be unrestricted (no
reserved parking) within PU -2at all times.
2. Hours of Operation. PU -2 shall be open for public parking 24 hours per day
seven days per week.
Operation of PU-G, PU -1 and PU -3. PU -G and PU -1 shall consist of 142 parkng
spaces . PU -3 shall consist of 110 parking spaces . Any parking 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.
ARTICLE 6. CITY OBLIGATIONS.
6.01 Acquisition of PU -2. As provided in the Amended Purchase Agreement attached as
Exhibit "C ", 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 ".
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 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.
In terms of City's obligation to pay the Purchase Price, the City covenants and agrees to
appropriate in its annual budget, by amendment, if required, and to pay when due under
this Agreement as promptly as money becomes available directly to Paradise, amounts
of Non -Ad Valorem Revenues of the City sufficient to satisfy the obligation of the City
to purchase the Parking Facility Unit as required under this Agreement as set forth
herein. Such covenant is subject in all respects to the payment of obligations secured by
a pledge of such Non -Ad Valorem Revenues heretofore or hereafter entered into. Such
covenant and agreement on the part of the City to budget and appropriate such amounts
of Non -Ad Valorem Revenues shall be cumulative, and shall continue until such Non -
Ad Valorem Revenues or other legally available funds in amounts sufficient to pay the
Pelican Walk Partcing Garage First Amended and Restated Development Agreement
Purchase Price, shall have been budgeted, appropriated and actually paid to Paradise.
The City further acknowledges and agrees that the obligations of the City to include the
amount of any deficiency in the payment of the Purchase Price in each of its annual
budgets and to pay such deficiencies from Non -Ad Valorem Revenues may be enforced
in a court of competent jurisdiction. Notwithstanding the foregoing or any provision of
this Agreement to the contrary, the City does not covenant to maintain any services or
programs now maintained by the City which generate Non -Ad Valorem Revenues or to
maintain the charges it presently collects for any such services or programs, and the City
further reserves the right to pledge any Non -Ad Valorem Revenues to the repayment of
any debt obligation of the City at any time, which pledge shall be superior to the use of
such Non -Ad Valorem Revenues subject to this covenant.
6.02 Purchase 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 Dollars ($25,144.00)
per space or Eleven Million Three Hundred Fourteen Thousand Eight Hundred and
No /100 Dollars ($11,314,800.00) for the 450 spaces, (the "Purchase Price "), subject to
adjustments and prorations as provided 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, subject to adjustments as provided in
the Purchase Agreement. If additional spaces are being acquired and further subject to
prorations and adjustments as herein provided, the same to be paid by wire transfer of
federal funds at the time of closing.
6.04 Enforcement of Municipal Parking Regulations. The City agrees to take reasonable
steps to enforce municipal parking regulations on Clearwater Beach.
6.05 Construction of Additional Structured Parking Spaces North of Causeway
Boulevard on Clearwater Beach. The City understands and agrees that as a party to
this Agreement, Paradise assumes certain financial risks which will be adversely
affected by the construction of additional structured parking spaces in the immediate
vicinity of the Parking Garage Site. In consideration thereof, the City agrees not to
pursue the development of another public parking garage or acquire a public parking
garage north of Causeway Boulevard on Clearwater Beach prior to closing.
6.06 Assistance with location temporary parking during construction. The City will
assist, but will not be responsible for, Paradise in locating temporary parking for the
Pelican Walk Shopping Center during construction.
Pelican Walk Parking Garage First Amended and Restated Development. Agreement
7.01
Indemnification by the Developer.
1. The Developer agrees to indemnify, defend and hold harmless, the City, its
respective agents, officers, or employees from any and all liabilities, damages,
penalties, judgments, claims, demands, 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 omission 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 are alleged to have arisen out of, in connection with or by reason of, the
performance of such obligations.
2. The Developer shall indemnify, defend and hold harmless the City, its officers
and employees from any and all 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 Expiration Date,
but shall apply only to occurrences, acts, or omissions that arise on or before the
earlier of the Termination 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 Agreement, nor as a waiver of sovereign
immunity for any party entitled to assert the defense of sovereign immunity.
7.02 Indemnification 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 all
liabilities, damages, penalties, judgments, claims, demands, 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
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 have arisen out of, in connection with or
by reason of, the performance of such obligations.
2. The City shall indemnify, defend and hold harmless the Developer, its officers
Pelican Walk Parking Garage First Amended and Restated Development Agreement
and employees from any and all 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 City, as the case may be, of any representations or warranties contained in
Section 9.01, or covenants contained in Section 9.02.
3. The City's indemnity obligations under this Section 7.02 shall survive the earlier
of the Termination 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 the 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 shall not be
greater than that permitted and shall be limited by the provisions of Section
768.28, Florida Statutes, or any successor statute thereto.
7.03 Limitation of Indemnification. Notwithstanding anything to the contrary contained
herein, with respect to the indemnification obligations of the Developer (as set forth in Section
7.01) and the City (as set forth in Section 7.02), 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
caused by the negligent or willful acts or omissions of the indemnified party; and
3. There shall be no obligation to indemnify hereunder in the event that the
indemnified party (1) shall have 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 any third party by
an assignment to the indemnifying party of any cause or action against such third
ply.
8.01 Rights of Project Lenders. The City hereby agrees with and for the benefit of each Project
Lender:
(1) When giving notice to the Developer with respect to any default under 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 such Project Lender.
(2) In case the Developer shall default in respect of any of the provisions of this
Development Agreement, any Project Lender shall have the right, but not the
Pelican Walk Parking Garage First Amended and Restated DevelopmentAgreement
obligation, to cure such default and the City shall accept performance by or on
behalf of such Project Lender as though, and with the same effect as if, the same
had been done or performed by the Developer. A Project Lender will have a
period of time after the service of such notice upon it within which to cure the
default specified in such notice, or cause it to be cured, which is the same period
for cure, if any, as is given to the Developer 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 terminate this Development Agreement by reason
of a default) which is curable without Project Lender being in possession and
control of the Property, but cannot reasonably be cured within said period, the
period of time for cure shall be extended for so long as any Project Lender is
diligently and continuously proceeding to attempt to cure such default, provided
that the Project Lender has begun proceedings to cure the default within the said
period.
(3) With respect to any default by the Developer under this Development Agreement
that is not susceptible of being cured by the Project Lender without being in
possession and control of the Property, the City shall 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 bankruptcy 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 prosecuting 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 proceedings to obtain
possession of the Property or to foreclose the Project (as applicable, including the
removal of any bankruptcy stay) within eighteen (18) months following
commencement of such action, (ii) during the period of the City's forbearance, the
Project Lender shall comply with such of the terms, covenants and conditions of
this Development Agreement as are 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
requested by any Project Lender in connection with the closing of the Project
Financing, provided that such modifications do not result in any changes in the
Project to be constructed hereunder or impair the City's rights or impose 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 also
Pelican Walk Parking Garage First Amended and Restated Development Agreetnent
any other purchaser or transferee of the Project and this Development Agreement
pursuant to any foreclosure or bankruptcy proceedings, or assignment in lieu
thereof
ARTICLE 9. REPRESENTATIONS, WARRANTIES AND COVENANTS OF
PARADISE.
9.01 Representations and Warranties. Paradise represents and warrants to the City that each
of the following statements is currently true and accurate and. agrees that the City may
rely upon each of the following statements:
Paradise is a Florida Iimited liability company duly organized and validly
existing under the Iaws of the State of Florida, has all requisite power and
authority to carry 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 of process in the State of Florida.
2. This Agreement and, to the extent such documents presently exist in a form
accepted by the City and the Developer, each document contemplated or required
by this Agreement to which the Developer is or will be a party have been duly
authorized by all necessary action on the part of, and have been or will be duly
executed and delivered by, 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 parry, 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
Paradise, (iii) contravenes or results in any breach of, default under or, other than
as contemplated by this Agreement, results in the creation of any lien or
encumbrance 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 party or by which
Paradise may be bound.
3. This Agreement and any document contemplated or required by this Agreement
to which Paradise is or will be a party constitutes, or when entered into will
constitute, a legal, valid and binding obligation of Paradise enforceable against
Paradise in accordance with the terms thereof, except as such enforceability may
be limited by applicable bankruptcy, insolvency or similar laws from time to time
in effect which affect creditors' rights generally and subject to usual equitable
principles in the event that equitable remedies are involved.
4. There are no pending or, to the knowledge of Paradise, threatened actions or
proceedings before any court or administrative agency against Paradise, or
Pelican Walk Parking Garage First Amended and Restated Development Agreement
against any controlling shareholder, officer, employee or agent of Paradise,
which could affect the validity of this Agreement or any document contemplated
hereunder, or which are likely in any case, or in the aggregate, to materially
adversely affect the consummation of the duties and obligations contemplated in
this Agreement or the financial condition of Paradise.
5. 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 paid, or
caused to be paid, all taxes shown to be due and payable on such returns or on
any assessments levied against Paradise.
6. The principal place of business and principal executive offices of Paradise is
Safety Harbor, Florida, and Paradise agrees to maintain records concerning the
Parking Garage (such as construction contracts, financing documents and
corporate documents) and all contracts, 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 all material respects
8. Subject to the approval of lender financing, 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. Paradise has the experience, expertise, and capability to develop, cause the
construction, and complete the Project and, oversee and manage the design,
planning, construction, completion and opening for business of the Parking
Garage.
9.02 Covenants. Paradise covenants with the City that until the Termination or Expiration Date:
1. Paradise shall timely perform or cause to be performed all of the obligations contained
herein which are the responsibility of Paradise to perform.
2. During each year that this Agreement and the obligations of Paradise under this
Agreement shall 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
shall cause to occur those events contemplated by this Agreement that are applicable to,
and that are the responsibility of, Paradise.
3. Paradise shall use commercially reasonable efforts to accomplish the
development, operation, and maintenance of the Parking Garage in accordance
with the Plan and Specifications, and this Agreement, and will not violate any
laws, ordinances, rules, regulations, orders, contracts or agreements that are or
Pelican Walk Parking Garage First Amended and Restated Development Agreement
will be applicable thereto.
4. Paradise shall promptly cause to be filed when due all federal, state, local and
foreign tax returns required to be filed by it, and shall promptly pay when due any
tax required thereby.
5. Paradise shall maintain its existence, will not dissolve or substantially dissolve all
of its assets and will not consolidate with or merge into another corporation,
limited partnership, or other entity or permit one or more other corporations or
other entity to consolidate with or merge into it without the prior approval of the
City.
6. Paradise shall not sell, lease, transfer or otherwise dispose of all or substantially
all its assets without adequate consideration and will otherwise take no action
which shall have the effect, singularly or in the aggregate, of rendering Paradise
unable to continue to observe and perform the covenants, agreements, and
conditions hereof and the performance of all other obligations required by this
Agreement.
7. Paradise shall design, construct and complete the Parking Garage such that it is
substantially complete as provided in this Agreement no later than the Project
Completion Date, subject to extensions for an Unavoidable Delay(s).
ARTICLE 10. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
CITY.
10.01 Representations and Warranties. The City represents and warrants to Paradise that
each of the following statements is currently true and accurate and agrees that Paradise
may rely on each of the following statements:
1. The City is a validly existing body corporate and politic of the State of Florida,
has all requisite corporate power and authority to carry on its business as now
conducted and to perform its obligations hereunder and under each document or
instrument contemplated by this Agreement to which it is or will be a party.
2. This Agreement and to the extent such documents presently exist in a form
accepted by the City and Paradise, each document contemplated or required by
this Agreement to which the City is or will be a party have been duly authorized
by all necessary action on the part of, and have been or will be duly executed and
delivered by, the City, and neither the execution and delivery thereof, nor
compliance with the terms and provisions thereof or hereof (i) requires the
approval and consent of any other party, except such as have been duly obtained
or as are specifically noted herein, (ii) contravenes any existing law, judgment,
governmental rule, regulation or order applicable to or binding on the City, (iii)
contravenes or results in any breach of, or default under or, other than as
contemplated by this Agreement, results in the creation of any lien or
Pelican Walk Parking Garage First Amended and Restated DevelopmentAgreement
encumbrance upon any property of the City under any indenture, mortgage, dced
of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on
the date of this Agreement, any other agreement or instrument to which the City
is a party, specifically including any covenants of any bonds, notes, or other
forms of indebtedness of the City outstanding on the Effective Date.
3. This Agreement and, to the extent such documents presently exist in a form
accepted by the City and Paradise, each document contemplated or required by
this Agreement to which the City is or will be a party constitute, or when entered
into will constitute, legal, valid and binding obligations of the City enforceable
against the City in accordance with the terms thereof, except as such
enforceability may be limited by public policy or applicable bankruptcy,
insolvency or similar laws from time to time in effect which affect creditors'
rights generally and subject to usual equitable principles in the event that
equitable remedies are involved.
4. The City 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 retail and /or
restaurant 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 restaurant use.
10.02 Covenants. The City covenants with Paradise that until the earlier of the Termination Date
or the Expiration Date (unless an earlier date is specified, in which case such earlier date shall
control):
1. The City shall timely perform, or cause to be performed all of the obligations
contained herein which are the responsibility of the City to perform.
2. During each year that this Agreement and the obligations of the City under this
Agreement shall be in effect, the City shall cause to be executed and to continue
to be in effect those instruments, documents, certificates, permits, licenses and
approvals, and shall cause to occur those events contemplated by this Agreement
that are applicable to and 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
Specifications, will carry out its duties and responsibilities contemplated by this
Agreement, and will not violate any laws, ordinances, 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 encourage the
adoption of any ordinances resolutions, rules regulations or orders or approve or
enter into any contracts or agreements, including issuing any bonds, notes, or
other forms of indebtedness, that will result in any provision of this Agreement to
Pelican Walk Parking Garage First Amended and Restated Development Agreement
be in violation thereof.
ARTICLE 11 DEFAULT.
11.01 The following default provisions shall apply to any default by a party under this
Agreement:
1. City Default. In the event of a default by the City under this
Agreement which is not cured within ten (10) days following written notice from
Paradise, Paradise shall have the right to: (i) terminate this Agreement, whereupon
the parties shall be released from all further obligations under this Agreement,
except the obligations which by their express terms survive a termination, or,
alternatively, (ii) seek specific performance of the City's obligations hereunder
and/or any other equitable remedies, without thereby waiving damages.
2. Paradise Default. In the event 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
its option shall have the right to: (i) terminate this Agreement, whereupon the parties
shall be released from all further obligations under this Agreement, except the
obligations which by their express terms survive a termination, or, alternatively, (ii)
seek specific performance of Paradise's obligations hereunder and/or any other
equitable remedies, without thereby waiving damages. Notwithstanding anything to
the contrary herein, in the event the City has received notice of a mortgagee having a
mortgage lien encumbering the Property, the City agrees to provide such mortgagee a
copy of any notice of default served upon Paradise which with the passage of time or
otherwise would entitle the City to terminate this Agreement or seek such other
remedy hereunder. The City further agrees that if Paradise has failed to cure such
default within the time provided for above, then the mortgagee shall have an
additional thirty (30) days after its receipt of notice within which to cure such default,
or, if such default cannot be cured within that time, then such additional time as may
be necessary to cure such default shall be granted if, within such thirty (30) days, the
mortgagee has commenced and is diligently pursuing the remedies necessary to cure
such default (including, but not 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 Provisions of this Agreement. The failure of the
City or Paradise to promptly or continually insist upon strict performance of any term,
covenant, condition or provision of this Agreement, or any Exhibit hereto, or any other
agreement, instrument or document of whatever form or nature contemplated hereby shall
not be deemed a waiver of any right or remedy that the City or Paradise may have, and
shall not be deemed a waiver of a subsequent default or nonperformance of such term,
covenant, condition or provision.
Pelican Walk Parking Garage First Amended and Restated Development Agreement
ARTICLE 12 UNAVOIDABLE DELAY.
12.01 Unavoidable Delay.
1. Any delay in performance 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 paragraph (b) as an event of "Unavoidable Delay" shall be excused
in the manner provided in this Section 11.01.
2. "Unavoidable Delay" means any of the following events or conditions not
currently existing at the effective date of this Agreement or any combination
thereof. acts of God, acts of the public enemy, riot, insurrection, war, pestilence,
archaeological excavations required by law, unavailability 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 indicated by the records of the local
weather bureau for a five year period preceding the Effective Date), litigation
initiated by third parties, strikes or labor disturbances, delays due to proceedings
under Chapters 73 and 74, Florida Statutes, restoration in connection with any of
the foregoing 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 in this paragraph (c) and in
paragraph (d) as the "Applicant ") for an extension of time pursuant to this
subsection must be in writing, must set forth in detail the reasons and causes of
delay, and must be filed with the other party to this Agreement within 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 aware) of such 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 delays that party from proceeding with its rights, duties and
obligations under this Agreement affected by such occurrence.
12.02 jermination.
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 opportunity to be heard, existing permits shall be administratively suspended and
issuance of new permits suspended until Paradise has fulfilled its obligations. Failure
to timely fulfill its obligations may serve as a basis for termination of this Agreement
Pelican Walk Parking Garage First Amended and Restated Development Agreement
by the City, at the discretion of the City Council and after notice to Paradise and an
opportunity for Paradise to be heard.
2. If the City's obligations set forth in this Agreement are not followed after written
notice and 30 days to cure the City's default, Paradise shall have the option, in its sole
discretion to terminate this Agreement.
ARTICLE 13. MISCELLANEOUS PROVISIONS
13.01 Assignments by Paradise.
1. Prior to the Commencement Date, Paradise may sell, convey, assign or otherwise
dispose of any or all of its right, title, interest and obligations in and to the
Parking Garage Site and the Parking Garage, or any part thereof, only with the
prior written consent of the City, such consent shall not be unreasonably withheld
provided that such party (hereinafter referred to as the "assignee ") shall be
continue to be bound by the terms of this Agreement to the same extent as
Paradise.
2. If the assignee of Paradise's right, title, interest and obligations in and to the
Parking Garage assumes all of Paradise's obligations hereunder for the Parking
Garage, then Paradise shall be released from all such obligations hereunder which
have been so assumed by the assignee, and the City agrees to execute an
instrument evidencing such release, which shall be in recordable form.
3. An assignment of the Parking Garage, or any part thereof, by Paradise 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 through
a joint venture or other arrangement shares equal management rights with a
financial institution and maintains such controlling interest or equal management
rights shall not be deemed an assignment or transfer subject to any restriction on
or approvals of assignments or transfers imposed by this Section 12.01, provided,
however, that notice of such assignment shall be given by Paradise to the City not
less than thirty (30) days prior to such assignment being effective and the assignee
shall be bound by the terms of this Agreement to the same extent as Paradise
prior to such assignment.
13.02 Successors and Assigns. The terms and obligations herein contained shall bind and inure
to the benefit of the City and Paradise and its successors and assigns, including any lessee
of the Parking Garage. In the event that Paradise enters into a lease of the Parking Garage
or sells the Parking Garage and real property, the obligations of this Agreement shall be
enforceable against Paradise and its lessee or successor until the Termination or
Expiration Date, at which time Paradise shall be released from any further obligations
during the term of such lease, so long as Paradise has no obligations or rights to operate
the Parking Garage.
Pelican Walk Parking Garage First Amended and Restated Development Agreement
13.03. Notices. Any notices required or permitted to be given under this Agreement shall be in
writing and shall be deemed to have been given if delivered by hand, sent by facsimile
transmission, sent by recognized overnight courier (such as Federal Express) or mailed by
certified or registered mail, return receipt requested, in a postage prepaid envelope, and
addressed as follows:
If to the City at: City of Clearwater
112 S. Osceola Avenue Clearwater, FL 33756 Attn: City Manager
Fax. No. (727) 562 -4052
With a copy to: Pamela K. Akin, Esq.
Clearwater City Attorney 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
With a copy to: Macfarlane Ferguson McMullen, 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 facsimile transmission or sent by overnight courier shall be
deemed given on the date of delivery and notices mailed in accordance with the foregoing shall
be deemed given three (3) days after deposit in the U.S. mails. Each party shall be entitled to
change its address for notices from time to time by delivering to the other party notice thereof in
the manner herein provided for the delivery of notices.
13.04. Applicable Law and Construction. The laws of the State of Florida shall govern the
validity, performance and enforcement of this Agreement. This Agreement has been negotiated
by the City and Paradise, and the Agreement, including, without limitation, the Exhibits, shall
not be deemed to have been prepared by the City or Paradise, but by all 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, consent, and agree that venue
thereof is Pinellas County, Florida.
2. Each party to this Agreement hereby submits to the jurisdiction of the State of
Pelican Walk Parking Garage First Amended and Restated Development Agreement
Florida, Pinellas County and the courts thereof and to the jurisdiction of the
United States District Court for the Middle District of Florida, for the purposes of
any suit, action, or other proceeding arising out of or relating to this Agreement
and hereby agrees not to assert by way of a motion as a defense or otherwise that
such action is brought in an inconvenient forum or that the 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 term of this Agreement, Paradise is not a resident of the
State of Florida or has no office, employee, or general partner thereof available
for service of process as a resident of the State of Florida, or if any permitted
assignee thereof shall be a foreign corporation, partnership or other entity or shall
have no officer, employee, agent, or general partner available for service of
process in the State of Florida, Paradise hereby designates the Secretary of State,
State of Florida, its agent for the sen-ice of process in any court action between it
and the City, or both, arising out 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 - resident; provided, however, that at the time of service on the Florida
Secretary of State, a copy of such service shall be delivered to Paradise at the
address for notices as provided in 12.03.
13.06 Estoppel Certificates. The City shall at any time and from time to time, upon not less
than ten (10) days prior notice by Paradise, execute, acknowledge and deliver to the Developer
and other persons reasonably designated by Developer 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 Agreement, as modified, is in full force and effect
and setting forth a notation 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 default hereof, stating the
nature and details of such default), it being intended that any such statement delivered pursuant
to this paragraph 13.06 may be relied upon by any prospective purchaser, mortgagee, lender,
successor, assignee of any mortgage or assignee of the respective interest in Paradise or the
Project, if any, of any party made in accordance with the provisions of this Agreement.
13.07. Complete Agreement; Amendments.
a. This Agreement, and all the terms and provisions contained herein, including
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 and all prior agreements, understandings, representations , correspondence and
statements, whether written or oral.
b. Any provision of this Agreement shall be read and applied in para materi a with all
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 headings and captions of this Agreement and the table
of contents preceding this Agreement are for convenience and reference only and in no
Pelican Walk Parking Garage First Amended and Restated Development Agreement
way define, limit, describe the scope or intent of this Agreement or any part thereof, or in
any way affect this Agreement or construe any article, section, subsection, paragraph or
provision 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 given or any time period ends on a Saturday
or Sunday or on a legal holiday observed in the City, it shall be postponed to the next
following business day.
13.10. Exhibits. Each Exhibit referred to and attached to this Agreement is an essential part of
this Agreement. The Exhibits and any amendments or revisions thereto, even if not
physically attached hereto shall be treated as if they are part of this Agreement. The
terms of the Purchase Agreement and First Amendment to the Purchase Agreement
attached hereto as Exhibit "C" shall control over any inconsistencies between the terms
of this Agreement and the terms of the Purchase Agreement as amended unless otherwise
specifically provided herein.
13.11. Not an Agent of City. During the term of this Agreement, Paradise hereunder shall not
be an agent of the City with respect to any and all services 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 Agreement satisfies, fulfills
and is pursuant 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 obligation or indebtedness of the City or the City, a
pledge of the ad valorem taxing power of the City or the City or a general obligation or
indebtedness of the City or the City within the meaning of the Constitution of the State of
Florida or any other applicable laws, but shall be payable solely from legally available
revenues and funds. Neither Paradise nor any other party under or beneficiary of this
Agreement shall ever have the right to compel the exercise of the ad valorem taxing
power of the City, the City or any other governmental entity or taxation in any form on
any real 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 (10th) anniversary of the issuance of a final certificate of occupancy for the
Parking Garage.
13.15. Recording of Development Agreement. Pursuant to §163.3239 of the Florida Statutes
(2013), the City authorizes and hereby directs the City Clerk to record this Agreement in
the public records of Pinellas County, Florida, within fourteen (14) days after City
Council approval 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
Pelican Walk Parking Garage First Amended and Restated Development Agreement
evidence of such submittal to be provided to the Developer
13.16. Other Requirements of State Law. Nothing in this Agreement shall be deemed to
relieve either party from full compliance with any provision of State law which is
applicable to any of the obligations or under takings pro --Tided for 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 State law shall be deemed incorporated
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 intention of
the parties that the Agreement shall be construed to incorporate such provisions of State
law and that such provisions shall control.
13.17 Effective Date. As provided by §163.3239 of the Florida Statutes (2013), this Agreement
will 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 represent that it is their
respective intent as of the Effective Date and do covenant and agree in the future that all
approvals, consents, and reviews will be undertaken and completed as expeditiously as
possible, in good faith, and will not be arbitrarily or unreasonably withheld, unless
otherwise expressly authorized by the terms of this Agreement.
13.19. Minor Non-ComRliance. Paradise will not be deemed to have failed to comply with
the terms of this Agreement in the event such noncompliance, in the judgment of the
City Manager, reasonably exercised, is of a minor or inconsequential nature.
IN WITNESS WHEREOF, the parties 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
CITY OF CLEARWATER, FLORIDA
WILLIAM B. HORNE, II
City Manager
Attest:
ROSEMARIE CALL
City Clerk
Pelican Walk Parking Garage First Amended and Restated Development Agreement
PV- PELICAN WALK„ LLC
By PGD IV, INC., its Managing Member
STATE OF FLORIDA
COUNTY OF PINELLAS
Michael P. Connor
The foregoing instrument was acknowledged before me this day of
2015 by Michael P. Connor, President of PGD IV, INC., a Florida corporation, on behalf of
PARADISE GROUP, LLC.
Print/Type Name:
Notary Public
Pelican Wally Parking Garage First Amended and Restated Development Agreement
EXHIBIT A
JOINDER TO AGREEMENT FOR DEVELOPMENT OF PROPER'T'Y (PELICAN WALK
The undersigned hereby acknowledges that Pelican. Walk Investors, LLC, owner of the
property commonly known as Pelican Walk Shopping Center and more fully described in
Exhibit B -1, attached hereto, joins in this Development Agreement for the purpose of consenting
to the proposed site plan, consenting to the property being submitted 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 Walk) 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 Manager
EXHIBIT B
Legal Description of Pro ert
The land referred to herein below is situated in the County of Pinellas, State of Florida, and
described as follows:
Lots 32 through 43, Block `B ", FIRST ADDITION TO CLEARWATER BEACH PARK,
according to the map or plat thereof as recorded in Plat Book 15, Page 80, Public Records of
Pinellas County, Florida, together with the adjacent 1/2 of a vacated alley lying along the East
boundary thereof.
AND
Lots 2 through 8, Block "A ", as appearing on the plat named A RE -PLAT OF BLOCK "A"
AND LOTS 1 TO 15 INCL. BLOCK `B" OF CLEARWATER BEACH PARK FIRST
ADDITION, according to the map or plat thereof recorded in Plat Book 21, Page 21, Public
Records of Pinellas County, Florida, together with the adjacent 112 of a vacated alley lying along
the West boundary thereof.
EXHIBIT "B -1"
Lots 2 through S, 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 112 of a vacated alley lying along
the West boundary thereof.
EXHIBIT C
PURCHASE AGREEMENT AND FIRST AMENDMENT TO PURCHASE AGREEMENT
A AfiREEMM
THIS PURCHASE AGREEMENT (the • r en I$ made and entered i� as
of this day of 2014, by and between PARADISE GROUP, LLC,
a Florida limited llabl!ltt/ companY. (#w MWkNA0. and THE CRY OF
CLEARWNATER, FLORIDA, a Fbdds municlpai corporation (the "a()•
A The City desires to: 1) promote the ry italization and redevelopment of the
Retall and Restaurant District, the Marina District and the DestInation Resort District of
Clearwater Beach and recognizes that additional off alreet parkirg q= to ft "Ic is
needed to support such MVIWIzation and redevelopment, aid 2) provide additionai
beach parking.
B. Developer recognizes that additional off -street panting open to the public
on the Parking Lot will contribute not only to the economic viability of the Pelican Walk
Shopping Center but also the viability of the Retail and Restaurant District the lulari m
District and the Destlnotlon Resort District
C. The Developer intends to develop and construct on what is currently the
Pelican Walk Shopping Center and Parking Lot (`Pelk an Welk PrvpW a
retaftommerpal project} including a parking garage containirg approxkmtely 600 total
parking spaces, (collectively, the "W, on the property more particularly described
In Exhibit "A: attached hereto (the "W.
D. The Properly, which includes the current Pelican Walk Shopping Center
property described In Exhibit 'A.1" ('Existing Retail Cent'), shall be and wig be
submitted to the condominium form of ownership pursuant to Chaps 718 of the Florida
Statutes and condominium documents shall be prepared. The condominium shall
contain unite to be utilized for general retail sales and services and units to be udgzed
for public and private parking .
E. The parties wish to formalize their understanding as herekafler Be forth.
NOW, THEREFORE, in consideration of the mutual wvwmr& acrd pranisas
herein set forth, the parties agree that the foregoing recitals are he and correct and
further agree as follows;
1. CMMWpment
(1) DnWcbn of Pro The Project shall include a
commercial perking garage, private parking, commercial and retag uses and appropriate
accessory uses and shall be developed in substantial conformity with the Conceptual
Plans, copies of which are attached as Exhibit so- hereto.
(2) Lammation of condominhim. The Devebper shall create a
five (5) unk commercial condominium for the Project and Existing Retail Center. Unit 1
shall consist of the Existing Retail CenW d"xibed in Exhibit A -1 and improvernerb
thereon, Unit 2 shall consist of the new apprccdma" 10,000 square foot retail space
with no common elements extDW for 63dedOr waifs excluding dam and plate glass,
Unit 3 shahs consist of the lowest So parking spaces on the ground poor and first floor,
Unit 4 shaft consist of the next lowest 450 parking spaces to bs acquired by to Cily
pursuant to this agreement pies any addi#ionaf spaces acquired by the City pursuant to
its hereinafter described option and Unit 5 shall consist of the +'ernafning 101 spaces(
reduced by the number of spaces acquired by the City pursuant to its option, right of
purchase or right of first refusal. Unit 5 may be divided into multiple units. The
Developer shall submit the Property, WudkV 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 ifenholder or any other party having any fiord irderest 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 malfftnarloa fbes of the
condominium will be allocated betwean the Units on an equitable basis mutually agreed
upon by the Developer and City based on the anticipated maintenance and costs
associated with the different units with the understanding that all improvements on Unit
1 will be rnaintalned by the owner of Unit 1 and the owner of Unit 1 shall control what
Improvements made within said Unit. Furthermore, Unit 1's resporwbillty for contributing
to the cost of maintenance of the new structure shall be a reasonable share of fie cost
of maintenance of pedestrian access features (bridges) from said structure to Unit 1.
Units 2 through S shall apportion the twat of maintenance of the new structme, five
percent (5 %) to Unit 2 and the balance belaw Units 3 through 5 based on reladve
square footage. Cost of utilities shag be gegregated to the Unit receiving service not
be a common expense, where possible. The condominium docunrenth, once approved
by the City, shall not be materially modified or amended without the prior wr#Mn
consent of the City, which consent shall not be unreasonably withheld. in the event the
City and Developer cannot agree on the form of condomirdum documents, City shall
have the right, at ft sole option, to Ierminate this Agreement.
(3) Public poMM n' Which lie ad b
f ev�slOper. The charge to the public for those Parking SpaoesNnita not being acquired
by the City shag be limited and rearkl9d as fo&M. the ground floor and first floor
Parting Spaces, consisting of 89 spaow (Unit 3), shag not be available for hourly public
parking and shall only be ut)liaed In connection with Units 1 and 2 of the Condominium
to be mated and not available to the general public. Any spaces within Unit 5 shag not
be leased for an amount Was than 50% of the than current monthly space rental charge
charged by the City for parfdng spaces in Unit 4. This restriction is limited to
monthly rentals only. These restrictions shall be further mernoriaibW byy a
memorandum placed of record.
(4) Financing- Developer shall provide City with evidence
satisfactory to the Cfty of MvGWW$ having obtained financing a* .t. to construct
2
Me Project and Developer's lender shall have entered into 4 nomdisfuftnooAri -patty
agreement with City and Developer as hereinafter described.
l• Developer smal abide the City's Land Dexeo ment R uaons which shall lam the deaopment and
construction of the Project.
l- a[l =1L :• e Mr-,717t; M i'_�
(a) MRKGIMM fGE DeyisipornaIS Aoaroval. The
Developer shall prepare and submit to the appropriate Govermantal Authority,
Including the appropriate dfvlsions and boards of the City, applications for approval of all
Plans and Specifications necessary for the Project, and shall bear all oasts of preparing
such applicaftne, applying for and obtaining such permits, including payment of any
and all applicable application, Inspection, regulatory and Impact fees or charges (if any).
(a) Allmnsiblifty fior Preearati0n of Plc a and
Soadfications. The Developer sI aN be solely responsible for and Mail t„
Preparing, submimng and obtaining approval of the Plans and the cost of
specifications for the
(b) JIM of OLONed EMMeQna The Developer shall
retain qualified professionals to Prepare the Plans and SpecNications and shall cause
such professionals to prepare to Plans and 3peafications.
(c) Aparoval of Plans arrd Sna +�.;.e for fie
Commercial Parking 92 reae. In order to ensure that the design of the Parking Unit(sj
will most the City's standards, the Plans and Speaficatbns for the Projed shall be
submitted ib the City for review and comment prior tp the submission of any application
fbr a building permit, other than a tuWation pemnft. The City's review of the Plans and
Specifications hereunder In its proprietary (i.e., non - regulatory) capacity shalt be limited
to compliance by the ParldrV Units with the City paridng Garage Sthndsrds.
2. A6Mtrf�,ition of Parlwha Snacas. City shall acquire 450 contiguous Fa
Spaces which shall meet City's Pa Garage Standards, which shah be Unit 4 of the
Commercial Condominium to be created by'Developer. Such Unit may be acquired at a
Cost per space as set forth in paragraph 3 hereof ("Parking Unit") with the City having
the option to acquire additional contiguous Spaces at a cast of $25,144 per spy
provided City woerciaes this option prior to final project design approval or August 15,
2014, whichever shall first occur. After August 15, 2014, until Closing the City shall awl
have the right to purchase additional spaces only If the Developer is opine to sell
spaces to third parties, provided, however, the cost per space shall be at the refs or
$25,144.00 per space. After dosing, the City shall have a right of fimt ref mi to acquire
spates which the Developer Is ofllering to soil to unrelated third patties, provided,
3
hovuever, the cost to the City per space shall be the some 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 ofi+er fbr the parMng space(s) shall be
presented to the City and the City shaft have fiorly 1ve (45) days after reoeipt of the
some within which to match the afi;4er fhom the third party and dazing MU be with in thirty
(30) days thereafter. Provided, however, City shall not be re"red to dose on such
additional spaces prior to the City acquiring the Parldng Unit with the 450 Pandang
Spaces.
In terms of City's obligation to papa the Purc mse Paine, the City covenants
and agrees to appropriate in Its annual budget, by amendment, If required, and lo pay
when due under this Agreement as promptly as money becomes available directly to
the Developer, amounts of Non-Ad Valorem Revenues of the City socient to satisfy
the obligation of the City to purchase the Parking Facility Unit as required under this
Agreement as set forth herein. Such covenant is subject in all raspy to the payment
of obligations secured by a pledge of such NorWW Valorem Rem hwetofbre or
hereafter errtered Into. Such covenant and agraw nent on the part of the City to budget
and appropriate such amounts of Non Ad Valorem Revenues shall be cumulative, and
shall continue until such NOMM Valorem Revenues or other ftaiiy available funds In
amounts sufficient to pay the Pub price, shall have been budge, appropriated
and actually paid to the Developer. The City fuaiher eClawMedgee and agrees the# the
obligations of the City to Include the amount of any deficiency y in the payrnent of the
Purchase Price In each of Its annual budgets and to pay such defidendes from Non -,Ad
Valorem Revenues may be entwcaed in a court of competent juftdic#o
Notwithst ending the foregoing or any provision of this Agreement to the contrary, the
City does not covenant to maintain any services or programs now maintained by the
City which generate Non-Ad Valorem Revenues or to maintain the merges it presengy
collects for any such services or programs, and the City fiuther resews the right to
pledge any Non Ad Valorem Revenues to the repayment of any debt obligation of the
City at any time, which pledge shall be superior to the use of such NonAd Valorem
Revenues subject to this covenant.
3• Purchase . The purchase price to be paid by the City to Developer
for the Parking Unit is Twenty -Five Thousand One Hundred Forty -Four and N01100
Dollars ($25,144.00) per space or Eleven Million Three Hundred Fourtmn Thousand
Eight Hundred and No/100 Dollars ($11,314,800.00) for the 450 spaces, (ft -EWdMW
BIJIMI, scrb)ect to adjustments and prorations as provided herein.
4. Temn gi Pte. Subject to the limited" set forth herein and In
paragraph 2 hereof, the Purchase Price shall be paid to Developer as follows:
4
$11,314,900.00 in current funds at time of closing, gubiad to adjustments
as provided in paragraph 2 . If additional spaces are
being acquired and further subject to proratlons and
adjustrents as herein provided, the same to be paid by
I" transfer of federal funds at the time of dosing.
5. Q tlpn of Title. At the Closing, flee simple tide to the Parking Unit shah
be conveyed to the City by general warranty deed, subject to the fdbwing matters: (a)
ad valorem real estate taxes for the year of Closing and subsequent - {b) the
Declaration and other condominium documents which shall have been agreed upon and
approved by Developer and City; (c) the covenants, restr ns, easemente and other
exceptions specs ncally identilled on Exhibit "C" attached hereto and approved by CRY;
(d) all 1enn+s, ordinances, regulations, restrictions, prohibitions and other requiremerts
imposed by govemrnental authority, including, but not limited to, all applicabie building,
zoning, land use and environmental ordinances and regulations; (e) mafrs affecting
the condition of title to the Property (or any part thereon) creased by or with the written
consent of the City; and (f) any other exceptions or matters recorded against the
Property (or any part thereof) after the deft of this Agreement with respect to the
development, construction, operation and management of the Project (such as
reservations, covenants, utility easements, reciprocal easement agreed and any
amendments or supplements thereto) and which do not In the opinion of the City,
adversely affect the tiff ownership or operation of the Parking Unit Title loo the Parking
Unit will be conveyed to the City at Closing free and clear of any mo+igage, lien or other
encumbrance securing the Project.
S. CL ft The dosing (the " D) shall be held on member f, 2016;
provided, however, nothing shall prohibit lire City, at its sole option, from acquiring the
Parking Units at an earlier date upon sixty (60) days' prior notice to Developer.
Notwithstanding anything contained herein to the contrary, the City shall not be required
to acquire the Parking Units unless Developer has fully perfonrned and completed
construction of the Unit In accordance with the terns hereof and all City codes, rules,
ordinances and regulations, including compliance with the deveiopm� agreement to
be entered info with the City and a certificate of occupancy has been rued by the City.
Closing shall take place at the 0100196 of Macfarlane Ferguson &
McMullen, P.A., located at 625 court Street, Clearwater, Florida 33756, or through an
escrow with Devwelopees atfomeya whereby Developer, the City and their attomeys
need not be physically pra6ent at Closing and may deliver daarnrents by courier or
other means.
A. At Closing, Developer shall execute and deliver to the City to
following Closing documents:
(1) a gem warranty deed In the form attedwd hereto as
Exhibit "D ", subject only to the Permitted Exceptions (defined below);
5
(2) a customary and appropriats mechanic's lien affidavit;
affidavit of exclusive possession, "gap' atfidmrlt, and non - foreign a avt and
(S) appropriate evidence of Developer's *notion, Wdebnoe
and authority to sell and convey the Parking Unit, Wuding a member c nsenf,
resolution and/or such other evidence of authority and good standing (as appropriate)
with respect to Developer as may be reasonably required bye the thle Insurance
company issuing We insurance covering the Parking Unit In favor of the City,
B. noe/T City shall be provided upon
the filing of any lien on the Property with a non- disturbancwtHierty agreement from any
modgagee or Iles holder having a lien or mortgage on the prop" recogni -ing the
City's rights under this Agreement and agreeing to the City's and Developer's abffity to
enforce this Agreement and Clly's rlghrts hereunder in the event of a default in any loan,
lien or mortgage encumbering the Property or any default in this A®nrement. The non -
distuftnoedtfi -Parly agreement shail be recorded and be bring on and run to the
benefit of any successors or assigns of the parties. A memarandurn of this Agreement
shall be placed of record upon the execution of this Agreement
C. ELIM P81WQQ SU9ML3W[WIjN0. From and after the final
completion of the proposed Parking Garage to be constructed and the issuance of the
necessary certificate of occupancy and until dosing by the City of the Parking Unit the
City acknowledges the Developer's need to receive One Million Two Hundred Fifty
Thousand and No/100 Dollars ($1,250,000.0) per year from the gross revenue from
the Parking Unit to be acquired by the City. To the extent that the Parking Unit to be
acquired by the City do not generate at least One Million Tvm Hundred Fifty Thousand
and N01100 Dollars ($1,250,000,00) gross revenue annually prior to the City's
acquisition of the same, but not later than two (2) years from the issuance of the
wMcate of occupancy, the C*/ agrees to pay Developer the difftnoe b "MM the
actual gross revenues as substentiated by documentation acceptable and verifiable by
the City and One Million Two Hundred Fifty Thousand and No/100 Dollars
($1,260,00000), but not more than Two Hundred Fray Thousand and No/100 Doliam
($254000.00) annually. Such payment to be made not later than sixty (60) days after
each Wm*e (12) month period and submitted to the City of verifiable evidence of the
gross revenue actually received from the Parking Unit. In the event the City ckees In
less than twerity four (24) months iron the completion of the Parking Unit, any revenues
for a part of a year shall be prorated based on the actual number of move
between final completion and issuance of the certificate of occupancy and City's
dosing. By way of example, If the City doses within nine (9) months, then the Public
Parking Support Recondliatlon small be based on a maximum of 611VOn Ve percent
(76%) of Two Hundred Fifty Thousand and No/100 Dollars ($=,gp0,00) or Oro
Hundred Eighty -Seven Thousand Frye Hundred arid No/100 Dollars ($167,600.00),
assuming that the Panting Unit threshold is Nine Hundred Thirty -Seven Thousand Five
Hundred and No/100 Dollars ($837,500.00) and not One Million Two Hundred Fifty
a
Thousand and No/100 Dollars ($1,250,000.00) based on the reduced ttmeftme
between a full twoNo (12) months and only nine (9) months of open,
0. At Closing, Developer and the City shag eac , execute counterpart
dosing statements and such other documents as are reasonably necessary to
consummate the transaction contemplated by this Agreement.
���
A. Praratiarrs G eraLk Real estate and personal property taxes.
costs and revenues and all other prorafiabte Item for the Paridrg Unit shall be prorated
as of the date of Closing. All current, pending and/or levied condominium assessments
or fees which were enacted, approved or originated prior to Closing shall be paid by
Developer. The City shall pay assessments and files levied after the Closing date. For
purposes of this provision, the term "levied" shall mean when gw Board of the
Condominium Assodation or required Unit Owners or both have voted in accordance
with Flbrlda law and the Declaration to approve an assessment or file,
B. !UK, Closing agent shag collect all ad valorem UNN uncollected
but due through the date prior to dosing and deliver some to the Pinellas County Tax
Collector with noNcaWn to thereafter exempt the Property from IMMthn as provided in
Chapter 196.012(6) Florida Statutes, If the amount of taxes and assessments fbr the
current year cannot be ascertained, rates for the previous year should be used with due
allowance being made for lmprovementa and examptions.
C. Ste. With respect to eledridty, water and sewer services and
other utilities (collectively, %OW), the parties shag endeavor to have the respective
companies providing the Utilities read the meters far the Utilities on or Immediately prior
W the Closing date. Developer shall be responsible for all charges based on such final
meter reading, and the City shall be responsible for all charges relating to the parking
Unit thereafter: If such readings are not obtainable, then, until such time as nadings are
obtained, charges for all Utilities for which readings were not obtained shall be prorated
as of the Closing Date based upon the per diem rate obtained by using the last period
and bills for such Utilities that arse available. Upon the taking of a subsequent actual
reading, such apportionment shall be adjusted and reprorated to Miled the actual per
diem role for the blMirg period prior to Closing and Developer or the City, as the case
may be, shag promptly deliver to the afher the amount determined m be due with
respect to the Parking Unit upon such ad)ushnent To the extent Unities are not
separately mebmW 10 the Parking Unit, a fair and equitable portion of such Utilities shall
be allocated to the Parking Unit: (for the lnilial roratiort and a s
using the same the methodology fbr coat allocation of ublittes n condominium
units provided in the Declaration.
The provisions of this paragraph shall survive the Closing.
5
S. ulna Costs. The Developer shall pay the Cost Of documentary stamps
due on the warranty deed and recording Costs for the deed. The Developer shall be
solely responsible for the Cost of examining title and obtaining the owner's fade
commitment and irsguranos policy to Insure ft to the Parking Unit In the City, and the
premiums and any other related flees and costs for the same. Each party shall pay Its
own legal fines ewcept as provided In subparagraph 16(D) below. All other dosing costs
shall be appordoned In ft manner customary for commercial for real agate
transactions In Pinellas County, Florida.
-jr. i =
A Developer represents and warrants to the City and agrees with the
City that each of the Mlowing statements is currently true and acxaurath and shall be
true and acm rate at the time of Closing, and agrees that the City may rely upon each of
the following statements:
(1) Developer is a validly exiisting limited liabili(yy company under
the laws of the State of Florida, and has all requisite power and authority to Cary on Its
business as now conducted and to perform its: obligations hereunder and under each
document or Instrument contemplated by this Agreement to which it is or will be a party
and shall maintain Its exdstence, will not dissolve and will not consogdate with a nxwW
Into another entity.
(2) This Agreement and. to the exdhent such documents presently
exist in a form accepted by the City and Developer, each document corxtempiathd or
required by this Agreement to which Developer is or will be a party have been duly
authorized by all necessary actions on the part of, and have been or wffl be duly
executed and delivered by, Developer, and neither the execution and wry thereof,
nor compliance with the terms and provisions thereof or hereof (0 requires the approval
and consent of any other party, except such as have been duly obtained or as are
spec:ifrcaliy noted herein, (1) contravenes any existing law, judgment govemmenftk rule,
regulation or order applceble to or binding on Developer, or (iii) Contravenes or results
in any breach of, or default under or, other than as contemplated by this Agreement,
results In the creation of any lien or encumbrance upon any property of Developer under
any Indenture, mortgage, deed of trust, bank loan or credit agreement, appilcable
ordinances, resolutions or, on the data of this Agreement, any other agreement or
instrument to which Developer is a party, specifically including any covenants of any
bonds, notes, or other forms of Indebiednass of Developer outsbmding on the data of
this Agreement.
(3) This Agreement and, to the extent such documents pmsengy
exist in a farm accepted by the City and Developer, each document contempiathed or
required by this Agreement to which Developer Is or will be a party constitute, or when
entered Into wkp oonstitute, legal, valid and binding obligations of Dmaloper enforCeabl e
against Developer in scoondance with the terms thereof, except as such erdbmeablllty
may be limited by public policy or applicable bankruptcy, Insolvency or similar laws from
a
time to time in Off ct which affect dadilbrW rights generally and subject to usual
equitable principles in the event that equitable remedies are invokfed.
(4) Developer is not a mforeign person` within the meaning of the
United States tax laws and to which reference is made in lntsmal Rennue Code
Section 1445(b)(2). At Closing, Developer shalt deliver to the City an afitdavit to such
effect, and also stating Developer's tax Identification number. Developer aclawwMedges
and agrees that the City shalt be entitled to fully comply with Internal Rem" Code
Section 1445'and all related sections and nagutatlons, as same may be modified and
amended from time to time, and Developer ftil act in accordance WM aif reasonable
requirements of the City to effect such full compliance by the City.
(5) There are no pending or, to the knowledge of the Devsioper,
threatened actions or proceedings before any court or admink troth a agency agalnat the
Developer, or against any aontroillng member. OMOer, employee or agent of the
Developer which question the vaildity of this Agreement or any docurnent contemplated
hereunder, or which are likely in any cares, or In the aggregate, to materially adversely
affect the consummation of the transactions contemplated hereunder or the dvws al
condition of the Developer.
(B) All financial infbMation and other documentation, including
that pertaining to the Project or the De"loper, delivered by the Developer to the City
was, on the data of delivery thereof, true and correct In all material rspects.
(7) As of the Effective Date, the Dmreloper moll have the finandal
capability to carry out its obligations and responsibilldear in connection with the
development of the project as COMOMphried by this Agreement.
(8) The Developer has the experience, expertise, and capabiilty
to develop, cause the construction, and complete the Project and, oversee and manage
the design, planning, construction, completion and opening for business of the Project.
(9) The Developer shall timely perform or cause to be peffommad
all the obigations contained herein which are the responslbility of the Developer to
perform.
(10) During each year that this Agreement and the obligations of
the Developer under this Agreement shall be in effect, the Developer shag cause to be
executed and to continue to be to effect those instruments, documents, certificate,
permits, lice ees, and approvals and shall cause to occur those events c ar"mplated by
this Agreement that are applicable to, and that are the responsibik of, the Developer.
(11) The Developer shall use commerdally reasonable &ftorts to
accomplish the development of the Project by the Developer in accordance with the
Plans and Specifications, and this Aensement and will not violate any lawn, ordinances,
rules, regulations, orders, contracts or agreements that are applicable tip.
9
(12) Subsequent to the Effective Date,. the Developer shall
maintain Its Mandel capability to develop, construct and complift the Project and shall
promptly nofffy the city of any event, condition, occurrence, or change in its financial
condition which materially adversely affix*, or with the passage of time is likely m
materially adversely affect, the Developer's flnanclai capability to SUcc88W* and
completely develop, construct and complete the Project as conlernpfated hereby.
(13) Subsequent to the Effective Date and prior to acquisition of
the condominium by the City, the Developer shall maintain its existence„ not dissoWe or
substantially dissolve all of ils assets, not consolidate with or merge into another
corporation, limited partnership, or other entity, not sell, lease, transfer or otherwise
dispose of all or substantially all its assets or otherwise take any action which would
have the ~ of rendering Pelican VYWK LLC unable to observe and perform the
responsibilities of this agreement without the prior approval of the City, which shall not
be unreasonably withheld.
B. The City Mrssents and warrants to Developer and agrees with
Developer that each, of the following statements is currently No and accurate and shall
be true and accurate at the timr of dosing, and agrees that Developer may rely upon
each of the lbgowfng sbttements:
(1) The City is a validly existing body corporate and politic of the
State of Florida, and has all requisite power and authorhy to carry on he busirmw as
now conducted and to perform its obligations hereunder and under each document or
instrument contemplated by this Agreement to which it is or will be a party.
(2) This Agremont and, to the eacfent such documents presently
exist in a form acceptsd by the City and Developer, each docu contemplated or
required by this Agreement to which the City is or will be a party have been duly
authorized by all necessary action on the part of, and have been or will be duly
executed and delivered by, the City, and neither the execution and delivery thereof, nor
compliance with the terns and provisions thereof or hereof (1) requires the appnNa and
consent of any other party, except such as have been duty obbkmd or as are
spedlically noted herein, (11) contravenes any existing law, judgment, gov�amnrental Arta,
regulation or order applicable to or binding on ft City, or (iii) contra w= or results in
any breach of, or default under or, other than as coniampiated by this Agreement,
results in the creation of arty lien or encumbrance upon any property of the City under
any indenture, mortgage, deed of trust, bank loan or credit agreement; applicable
ordinances, resolutions or, on the date of this Agreement, any other agreement or
instrument to which the City is a party, spedlically Including any covemnts of any
bonds, notes, or other forms of indebtedness of the City outsttanding on the date of this
Agreement.
(3) This Agreement and, to the extent such d
exist in a form accepted by the City and Developer, each document conle I�"d or
10
required by this Agreement to which the City is or will be a party corrstftute, or when
entered Into will constitute, legal, valid and binding Oblations of go C4 enfamable
against the city In accordance with the tQrrrts tihe►esof, except as such erdhroeabiilty may
be limited by public policy or applicable bankruptcy, insolvency or similar hroo from time
to time in effect which affect credhors' rights geneMNy and subJect to usual equitable
Principles in the which equitable remedies are invoked.
(4) The City agrees not to pursue the dewbp of another,
public perking garage or acquire a public parldng garage north of Causeway Boulevard
on Clearwater Beach prior to doming.
AN of the foregoing representation and warranties shall be true and WMIct on the date
of this Agreement and on the date of Closing. The provlsfons of this paragraph shall
surWw the Closing.
10. fault Provisions. The following default provisions shall apply to any
default by a pa* under this Agreement
A. City DeftulL In the event of a default by the CRY under this
Agreement which is not cured within ten 10 days o
Developer, Developer shah have the � � � ling vin �� from
the parties shall be released from all right bligattiions tau d� � whereupon
the obligations which by dwir expnrss terms survive a termination A. abm t' except
seek specific performance of the C Obligations hereunder andlar any . or,
remedies, without thereby waiving darrtages� ° equitable
B. QMlover Default In the event of a default by Devsioper under
Oft Agreement which Is not tarred within ton (10) days folkPMng written nottcre from the
City, the City at its option shall have the right to: (Q terminate this Agreement,
whereupon the parties shall be released from aN further obligations under this
Agreement except the obligations which by their express terns survive a termination,
or, allemadvely, (i) seek specific irerfbrrtance of Developer`s obligations hereunder
and/or any other equitable remedies, without thereby waiving damagae
11. 1M M- ec The parties each repent and warrant to tine OVw that they
have not dealt with any real estate broker, saie$man or finder in connection with this
transaction. N a claim for brokerage fee or commission in MrWion with the
transaction Is made by any broker, salesman or finder daim ft to have dealt through or
on behalf of one of the parties hereto ('Irk"), Indemnitor sihail indemnify, defend
and hold harmless #te other party hereunder , and IndemnNae q -
members, shareholders, partners. officers, dln:ctors, empbyee$, agents and
representatives, from all liabilities, damages, dsims, costa, gees - and expenses
whatsoever (including reasonable attorney's fees and court costa at trial and all
appellate levels) with respect to sold claim for brokerage fee or commission. The
provisions of this paragraph shall survive' the Clasfrig and any cancellation or
termination of this Agreement:
1i
12. ficftlk Any notices required or permitted to be gin under this
Agreement shah be In writing and shall be deemed to have been gtvan if degvered by
hand, sent by facelmlis transmission, sent by recognized oven*ht courier (such as
Federal Express) or mailed by certified or registered mail, return receipt requested, in a
Pest PrePaId envelops, and addressed as fbilows:
If to the City at CRY of Clearwater
112 & Osceola Avenue
Clearwater, FL 33766
Attn: City Manager
Fax; No. (727) 56'2-4052
With a copy to: Pamela K Akin, Esq.
Clearwater City Attorney
112 S. Osceola Avenue
Clearwater, FL 33756
Fax No. (727) 582.4021
If to Developer at Paradise Group, LLC
2901 Rigsby Lane
Safety Harbor, Florida 34686
Attu: Mr. Michael P. Connor
Fax No. (727) 7284337
With a copy to: MBderlane Ferguson McMullen, PA
Attn: Brian J. Aungst
625 Court Street
Clearwwster, Florida
Fax No. (727) 442 -8470
Notices personally delivered, sent by facsimile transmission of sent by overnight courier
shall be deemed given on the date of delivery and notices mailed In accordance with the
fnrsgoing shall be deemed given three (3) days after deposit in the U.S. malls. Each
party shall be endued to change its address for notices thom time to Dime by dgLkvdng to
the other party notice thereof in the manner herein provided for the delivery of notices.
13. Bisk of d If, between the date hereof and Closing, the Parking Unit or
any portion thereof is damaged or dssh*W by fire or other
casualty or taken by
eminent domain, Developer shall promptly repair and restore the Panting Unit to the
same condition as existed before the frre or casualty and Closing shalt be deferred for a
commensurate period of time to permit such repair and restoration. In such event;
Closing shag be rescheduled to the date which is ten (10) days following the restoration
of the Paridng Unit th the condition that existed immediately prior to the damage or
toldng (or ass close to such condition as paeelble, in the case of eminent domain) and
issuance of a new certificate of occupancy for the Parkirig Unit (if such restoration
12
requfres same). In the case of eminent domain, at Closing, the City shall be entitled to
ail oonderrmation awards for the Parking Unit, less any portion thereof used to restore
Me Parking Unit to the condition required herein.
14. &M 9 Radon Is a naturally occurring radloactive gas that, when it
has accumulated in a building in sufllcdent quantities, may present health risks to
persons who are exposed to It o►ror time. Levels of radon that exceed federai and state
guidelines have been found in buildings in Florida. Additional Information regarding
radon and radon testing may be obtained from your county health department.
15. Memorandum of AareemaM. The parties herein shall execute and teoord
on the Public Records of Pinellas County, Florida, a memorandum of agreement satGng
forth the general provisions of this Agreement to place third paw on notioe and record
of the of the rights of the City and obligations of Developer.
-77., . -
A Definition of Terms Is set forth in Exhibit "E` attached hereto and
made a part hereof.
B. This Agreement shall be construed and governed In accordance
With the laws of the State of Florida. AN of the parties; to this Agreement have
Participated fully in the negotiation and preparation hereof; and accordingly, this
Agreement shall not be more strictly construed against any one of fie parties harsto.
C. in the event any term or provision of #6 Agreement be detsrmined
by appropriate judlc lal authority to be illegal or Otherwise Invalid, such provision shah be
given its nearest legal meaning or be construed as deleted as such authority
determines, and the remainder of this Agreement shall be construe to be In full force
and et%c.
D. In the event of any Ngation between the parties under this
Agreement, the prevailing party shag be entitled to reasonable attomey's few and court
costs at all trial and. appellate levels. The provisions of this subparagraph shall sundw
the Closing coextensively with other surviving provisions of this Agt
E. in construing this Agreements the singular shag be held to include
to plurai, the plural shall include par singular, the use of any gender shag Include every
other and all genders, and captions and paragraph headings shall be disregarded.
typewritten Handwritten or provisions initialed by Developer and the CRY shall prevail
over any conflicting printed provision$ of this Agreement.
F. Ail of the exhlbb attached to this Agreement are incorporated in,
and made a part of, this Agreement
G. Time shall be of the essence for each and every provision hereof.
13
H. If any date upon which, or by which, action required under this
Agreement is a Saturday, Sunday ar legal holiday I'SCOgnizod by the Federal
government, then the date for such action shall be extended to the first day that is alter
such date and is not a Saturday, Sunday or legal holiday reWglnlred by the Federal
government
1.
Party. This Agreement is not assignable without the consent of the other
J. This Agreement constitutes the antirs agreement between the
parties and there are no Other agreements, representations or warranties wtih respect to
the subject matter hereof other than as set forth herein. This Agreement may not be
changed, altered or modifled maoept by an instrument In writing signed by City and
Developer. This Agreement shall be binding upon the Parges hereto and their
respective successors and permitted assigns.
K This Agreement may be executed In multiple counterparts each of
which shall be deemed an original, but all of which talren togiefher shall onnsMute one
and the same instrument.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK -
SIGNATURES ON FOLLOWING PAGE(S)j
M
EXECUTED as of the date fiat above wrMen.
WITNESSES:
�7
.Cr -I
( Lx,., A'-, f 3 c .,
Print Name:
Print Na ;�,� o*4 f
By:
r rD to form:
Pamela K Akin
City Attorney
WPkf"
vcm -MVAPE s wi ,ia, %M
15
DEVELOPER:
PARADISE GROUP, LLC, a Florida
llmlbd liability company
By: PDG IV, Inc., a Fl�oida corporation,
its managing MOdder
L99
CITY:
CITY OF CLEARWATER, FLORIDA, e
la municipal comwoon
wtwf0gi6:s
N. Cretekoe, Mayor
HIBI A
The land referred to herein below is situated in the County of Pfnellas, State of Florida,
and described as follows:
Lout 32 through 43, Block V, FIRST ADDITION TO CLEARWATER BEACH PARK,
aocording to the MP or Plat thereof sst recorded in Plat Book 15, page 80, Publ%
Records of Pinellas County, Florida, together with tim adjacent 112 of a ►aka bd aney
lying along the East boundary thereof.
U 51
Lots 2 through 8, Block 'K, ash apPea ft on the plat named A RE -PLAT OF BLOCK W
AND LOTS 1 TO 15 INCL BLOCK 'B' OF CLFARWATER BEACH PARK FIRST
ADDITION, according to the rmP or Plat thereof raoorded in plat Book 21, Page 21,
Public Reoords of Pinellas Court, Florida, together with the adjac9nt 112 of a vacated
alley Eying alon8 the West boundary thereof
In
Lots 2 through 8, Block OX, as appearing on the plat named A RE -PLAT OF BLOCK MA'
AND LOTS 1 TO 15 INCL. BLOCK '8" OF CLEARWATER BEACH PARK FIRST
ADDITION, according to the map or plat thereof recorded in Plat Book 21, Pap 21,
Public Records of Pinellas County, Florida, together with the adjacent 1/2 Of a vacated
alley lying along the West boundary thereof.
(Copies of Conceptual Plans)
Eno
BEEN=
bw
MOM
Man
ow
FIRST AMENDMENT TO PURCHASE AGREEMENT DATED JUNE 10, 2014
BETWEEN
THE CITY OF CLEARWATER, FLORIDA
AND
PARADISE GRPUP, LLC
DATED AS AUGUST 20, 2015
THIS FIRST AMENDMENT TO THE PURCHASE AGREEMENT DATED JUNE 10,
2014 (the "Amendment ") is made as of this dad- 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:
Recital C is hereby 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
"Project" ), on the property more particularly described in Exhibit "A: attached hereto (the
"Property" ).
2. Section 1 A )(1 is hereby 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 Exhibit `B"
hereto.
3. Section l(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 first refusal). All''
development rights remaining on the parking lot parcel shall be retained by RU -2 and be
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, PU -2 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 will be maintained by the owner of RU -I and the
owner of RU -1 shall 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. This
Agreement shall terminate and the City shall have no obligation to purchase PU -2 in the event
Paradise fails to deliver mutually agreeable condominium documents as a condition of closing
on the City's purchase of PU -2. 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 Parking Units /Spaces by Paradise and the City. The use of the Parking Units /Spaces
shall be limited and restricted as follows: PU -G shall consist of 28 spaces that which may be
apportioned by Paradise as leased parking, hourly parking, or both. 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 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 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 "A." The parties agree that the restrictions on the use of the
Parking Units /Spaces contained in the 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 the First Amended and Restated Development Agreement or the Purchase
Agreement and First Amendment to the Purchase Agreement. 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 herebv amended as follows:
Acquisition of Parking Spaces.
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 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 /I 00 Dollars
($11,314,800.00) for the 450 spaces, (the "Purchase Price "), subject to adjustments and prorations
as provided herein.
6. Section 6 is hereby amended as follows:
Closing. The closing (the "Closing ") shall be held on November 15, 2016; provided,
however, nothing shall prohibit the City, at its sole option, from acquiring the Parking Units at an
earlier date upon sixty (60) days' prior notice to Developer. Notwithstanding anything contained
herein to the contrary, the City shall not be required to acquire the Parking Units unless Developer
has fully performed and completed construction of the Unit in accordance with the terms hereof
and all City codes, rules, ordinances and regulations, including compliance with the development
agreement to be entered into with the City and a certificate of occupancy has been issued by the
City.
7. Section 6(C) is hereby deleted in its entirety.
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
CITY:
Attest: THE CITY OF CLEARWATER, FLORIDA, a
Florida municipal corporation
Approved as to form:
By:
Rosemarie Call, City Clerk
Pamela K. Akin City Attorney
Exhibit D
SITE PLANS
6A
PARADISE
V E N T U R E S
Parr! Plana
Valaw-. (Mmwti,�Jjj
1�q
PARADISE
VENTURES
PARADISE
V E N T U R E S
tl
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A
CONSTRUCTION - 12 -10 -14
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PELICAN WALK GARAGE
®g
STREET AD REM
POMMA AVEIRM
#
CLEARWATER MACK FLOMA 33761
AS80CIAlEB. LLC,
PARADISE
NOT FOR CONSTRUCTION - 12.10 -14
I Y115;MSECOM FLOOR PLAN p ASSOCIATES, LLC. PELICANWALK GARAGE STMET M
A# �RWTaFLOMA
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CONSTRUCTION - 1Y -10 -1a
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NOT FOR CONSTRUCTION - 12-10-14
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AM
PELICAN 0
81MET ANREOS PLAwem
POMMA AT= NO" CENCHNS PARADISE
VE% Gaki
OL"RWATM WAGM FLORMA 3377 —1 — I
In
NOT FOR CONSTRUCTION - 12-10-14
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FLOOR PLM
PELICAN WALK GARAOE
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NOT FOR CONSTRUCTION - 12 -10-14
AND ASSOCIATES, LLC. yin 1R! �'�"°,�,
nxcrcrs u,
PgiNADrSE -1
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PELICAN WALK GARAGE
AND ASSOCIATES, LLC. yin 1R! �'�"°,�,
nxcrcrs u,
PgiNADrSE -1
EXHIBIT E
PROJECT DEVELOPMENT SCHEDULE
North Beach Parldng Plaza
rD 'Task Name
i, Duration
Start
Finish 2014
1 - Design and Permitting
264 days
Thu 8/21/14
Mon 9/7/15
Civil Design
219 days
Thu 8/21/14
Mon 7/6/15
4
Design
219 days
Thu 8/21114
Mon 7/6/15
4Architectural
Precast Shop Drawings
45 days
Tue 5/S/15
Mon 7/6/15
5 —
Structural Design
90 days
Tue 3/3/15
Mon 7/6/15
MEP Design
75 days
Tue 3/24/15
Mon 7/6/15"
SWFWMD submittal
90 days
Tue 3/3/15
Mon 7/6115
a
Clearwater Site Permitting
45 days
Tue 717/15
Mon 9/7/15
9
Clearwater Building Permitting
45 days
Tue 7/7/15
Mon 9/7/15
10 j
Owner plan review
20 days
Tue 7/7/15
Mon 8/3/15
T1 # Deck Construction
234.5 days
Man 9124II5
Fri 7/15/16
12 I
Precast production
60 days
Mon 8/24/25
Fri 11/13/15
Demolition/Utilities
25 days
Mon 9/7/15
Fri 10/!)/15
14�Site
Pilings
60 days
Mon 10/12/15
Fri 1/1/16
15
Obtain SuIldifne
0 do"
Mon 91711
Mon 917115
16 f
Foundations
30 days
Mon 12/21/15
Fri 1129/16
Precast Erection
80 days
Mon 211/16
Fri 5/2()/16
18 I
Plumbing
20 days
Mon 5/23/15
Fri 6/17/16
19
Electrical
20 days
Mon 5/23116
Fri 6/17/16
20
21 1
Elevator Installation
30 days
Mon 5/23/16
Fri 7/1126
--'
22
Caulking
15 days
Mon 5/23116
Fri 6/10/16
23 j
EIFS
Wash
30 days
Mon 5/23/16
Fri 7/1/16
:24 D
slabs
Slab
M days
Wed 6/1116
Wed 7/6/16
on grade
7 days
Wed 6/29/16
Fri 718/16
25
Striping and Slgnage
5 days
Tue 7/5116
Mon 77:1.1/18.
26
Fencing
6 days
Wed 716/16
Thu TW16
27
_landscaping
5 days
Fri 7/8/16
Fri 'IrWi6
Critical Split ... Split
1 6
Summary Critical
ProJectSumrnary Wee`11-110V
Paradise Ventures
Oct; qGvj_De.c j ]an-.
Jul
EXHIBIT F
REQUIRED PERMITS
r
OtV R Clearwater- Building
o R i
0- C'tVOf ClOarwator— Fire R
b. R
CitY Of
7. MY of Cie arwator — sigriage Permit
EXHIBIT G
CITY PARKING GARAGE REQUIREMENTS
Goveming Codes and References (SECTION A)
vr.ti_.Umh�ah$.Com _
TIMTHY WARS & AFSOCIATES, INC.
, 0306 N.W. 41 "STPEET, SUITE 25)1
MIAMI, FL 63178
T. 3M'W -i 123 F. 3015•692 -7119
1) 2010 Florida Building Code.
2) Code of ordinances: City of Clearwater, FL.
3) Code and Land Development Code, County of Pinellas County, FL.
4) Beach by Design: A Preliminary Design for Clearwater Beach - including Section VII.
Design Guidelines.
5) NFPA 101 Life Safety.
6) NFPA 88A Standard for Parking Structures.
7) ACI 318-05 Building Code Requirements for Structural Concrete.
8) ACI 362.1 R -97 Guide for the Design of Durable Concrete Parking Structures.
9) ANSI A? 17.1 Accessible and Usable Buildings and Facilities.
10) Design Team is required to design the project under the applicable building codes,
regulations and standards at the time of the design submission for approval and
construction.
11) Design Team shall incorporate sustainable design practices into the project where
practicable, such as recycled materials, energy efficient lighting, etc,
11. A) LEED certified is not required
11. A.2) Pre -cast recycled content shall be 75% of the steel used in the concrete and
fly ash shall be 256 of the cementatious material.
Funcfional Provisions (SECTION 6)
1) 9' -0" x 18' -0" typical parldng spaces
a. Additional V -0" width shall be included for spaces adjacent to confrnuous
obstructions (i.e. columns, walls, fences).
2) Floor clearance shall be 7',6" throughout the garage with the following exception:
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3) ADA van space location clearance: Minimum of 8' -211
.
4) ADA spaces shall be located adjacent to stair /elevator flowers to minimize travel
distance.
5) Wheelstops shall be provided at ADA spaces only, as required.
6) Romp slopes
a. Typical floors shall be between 5% and 6.25 %.
b. Speed ramps shall be less than 12.591; 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 than at the
access gate on the top floor, if constructed.
7) End bay clearances: Utilize 26'-6" clear at two- Y crossovers for an acceptable
level of service turning radlus.
8) Queuing: Minimum distance 40'-0" for entry and exit lanes.
PLANN ?NG I ENGINEERING I ARCHITECTURE II PARKING
Mr. Mfchael Quillen
Pdican Walk Perking Verage — Derign Guidelines
Junc 25, 2014
'age 2
9) Minimize use of curbs within the parking structure
spaces). (ideally only located for ADA
10) Maximize openings in interior and exterior walls.
11) Utilize exterior shear walls for improved passive security. Any use of interior shear walls
shall Include openings to help improve visibility.
12) Minimize areas of conflict between pedestrians and vehicles. Where areas of conflict
exist, provide a means of traffic calming devices (flashing signals, crosswalk striping,
bollards, etc.).
13) Himinate hiding places such as solid walls and deep corners.
14) Means to prevent bird nesting including sloped ledges, spikes, and repellents.
1 S) Provide rooms as required for Storage /Utility, Electrical, Mechanical, Transformer,
Generator, Elevator Machine.
1 b) Provide three lanes for entry/exit with a layout of one lane for entry and two lanes for
exiting.
Amenitles (SECTION C)
) Bike racks located on ground floor.
2) Clearly defined pedestrian paths from the garage to the outside.
3) Provide painted lanes to help align vehicles when traveling in any non - partying areas,
such as a speed ramp.
4) Provide both floor arrows for defining directional travel and overhead signs for
reinforcing traffic flow.
Architectural Provisioins (SECTION D)
1) Stair towers /Elevator towers
a. ADA compliant design and layout.
b. Maximize openness within stair towels 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 $25,000 for this feature.
d. 111gi m 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. &ttured stainless ste n
The City will contribute up to $7,000 for this feature.
C. Emergency call equipped.
d. In the 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).
"01, 1-1, =-1
Mr. Michael Quiflen
Pelican 1rJs1N Parkfng Garage — Design Guidelines
June 25, 2014
Page 3
3) Signage
a. Easy to read, intuitive waytinding sgnage for both vehicles and pedestrians.
b. Scotchlite reflective signs.
Structural Provisions (SECTION E)
1) Design shall comply with all applicable codes and standards, including but not
limited to:
• International Building Code
• ACi 318 - Building Code Requirements for Reinforced Concrete
• AISC Steel Construction Manual
• ACl 362 - Durability of Parking Structures, Zone 1
2) Galvanized steel precast connections that are protected by grout or cast -4n -place
toppings or washes.
3) Stainless steel precast connections (i.e. tee to tee) that are protected by sealant
alone.
4) Minimize exposed welded or bolted connections.
5) Concrete slab -on -grade with tooled joints and vapor barrier beneath occupied
areas.
6) Tooled joints with sealants in cast -in -place toppings or washes.
7) Column spacing of 36' which corresponds to industry standard precast tees provided
in Florida, (Deleted excess language -- CHL)
8) Precast double fee members shag be sized at 12' -0" wide by a minimum of 28" deep,
subject to the successful precast supplier. Precast 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 throughout the entire parking garage, except
those areas that have been designed to accommodate ADA requirements, where a
minimum of 8'-2" is requiredwrv�ory�t.�nsur,�r ttd9 e5- tt�wN�--e°riii've
10) The typical exterior bay, where a double loaded parking layout is used, the minimum
bay will be 36' -0" by 60' -0".
11) Precast flooring system will consist of a pretopped system with topping over the retail
area for waterproofing.
Waterproofing Provisions (SECTION F)
1) Expansion joints located at high points
2) Compressible filler material at vertical expansion joints between garage and stair
towers as needed.
3) Elastomeric deck coating bove all occupied spaces, F�ttt1��,
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Mr. Michael Quillen
Pelican Y'eik Park,ng Garage — Dcrign Culdrpne.
June 25,1044
Page 4
4) Treat the exposed ramp as a plaza deck to provide increased waterproofing
Protection for occupied space below.
Plumbing Provisions (SECTION G)
1) Cold water risers and hose bibs of each parking level centrally focoted for garage
washdown.
2) Sufficient slope on floor members and an adequate number of floor drains on all
levels to negate any areas of water ponding.
3) Floor drains used specifically for parking structures, such as Watts FD-900 epoxy
coated models or equal.
4) Galvanized steel pipe guards for any exposed risers for bumper guard protection.
5) Storm retention system shall be easily accessible for maintenance.
FkG Protection Provisions (SECTION H)
1) Portable fire extinguishers as required by NFPA 10 Standard for Portable Fire
Extinguishers.
2) The garage fire - protection system shall comply with appropriate fire and building
codes.
3) Galvanized steel pipe guards for any exposed risers for bumper guard protection.
Electrical Provisions (SECTION 1)
1) Lighting levels-
a. Meet or exceed current minimum IES standards.
b. Forking /Drive aisles - minimum 1 �O fcvr" ijriilt=
c. Vehicular Entry/Exits - minimum 50 fc aw friir�rlwurirT�
....Stair towers m iirli'9ilm /
el: I-obby interiors/Ground level refail areas and corridors - ..o;*&Tk 20 fc
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e:f Provide additional sighting at any interior shear walls.
f- .Emergency lighting to meet Code requirements.
@.& ___Provide photomefrics of light levels listed above.
2) Lighting fixture
a. Fluorescent type fixtures with uplight component.
b. If the City chooses to upgrade to LED lighting, the city will ppy the pre-
determined cost difference related to the upgrade.
3) Lighting control system
a. Photocells for controlling perimeter lighting and vehicular entry/exit areas.
4) Receptacles
a. Weather proof enclosed types located at each stair tower.
Mr. Michael Quillen
Pdican Iialk Parking Garage — Design Guidolines
.Juno 25, 2014
Page 5
5) Conduit
a. No placement within expansion joints.
b. Expansion capacity when crossing an expansion jabint.
C. Exposed conduit on the exterior of the garage is not permitted.
6) Security System
a. Construction shall be conducive for future installation of a CCTV or wireless
security system to cover all levels of the parking garage, specifically at Stair
tower locations and the ground level, specifically at the retail corridor and
vehicular entry/exits.
7) Emergency Power
a. bighting fixtures will have emergency battery back -Up power and the
elevators will have emergency features noted above.
Parking Access and Revenue Control System Provisions (SECTION J)
11 °'PV's" - XR- f'o' #ft [L49119 system including barrier gates, ticket spitters, detector loops,
pay stations (minimum of two), etc.
2) Adequate signage to inform patrons of the payment method to include signage
locations throughout the parking garage on all floors and near the pay stations -- this
signage shall be consistent with signage used in other city -owned garages in
Clearwater Beach.
3) For accessing nested areas, the parking access system shall include anti- possback
provisions /capabiilties.
ft M. I
EXHIBIT H "CONCEPTUAL PARKING MANAGEMENT PLAN"
PARKING MANAGEMENT PLAN
NORTH BEACH PARKING PLAZA
This document has been prepared to provide a basic glimpse into how the parking garage will
operate. It highlights the types of equipment to be used along with the operation and
functionality of this equipment. It contemplates how the patrons will enter, move about the
garage and finally pay and exit.
EQUIPMENT, TECHNOLOGY AND OPERATION
The basic configuration of the parking facility is (1) designated_ entrance, (2) designated exits,
and (1) reversible entrance /exit lane.
The proposed equipment system manufacturer is still yet to be determined pending bid process.
Determining factors of award will be based on total cost, technological capabilities, and vendor
service capability.
The overall system will work 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 License Plate Recognition (LPR) camera system captures the
vehicle data (license plate and other vehicle data points) and ties it to the ticket
or parking App data. The gate opens and the customer proceeds to park. If the
customer parks above the City of Clearwater pass thru station entering into the
City's nested area the upper LPR camera system again captures the vehicle data
and re- categorizes the revenue into the City revenue account. As the customer
j leaves this area, the LPR 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 Pay -in -Lane (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 the ticket upon
entry. The customer presents payment and the exit barrier rises and the
customer exits. The software system then categorizes where to place the income
generated based on where in the facility the customer parked. All monthly parkers will utilize
access cards and will not utilize the LPR system. Instead these patrons will utilize the nested
area located on the rooftop.
If there is difficulty upon exit, Parksimple's 24/7 call center has the ability to remotely trouble
shoot for customers, dispatch staff, or contact authorities. The call center can open the gates
remotely in 2 seconds or less.
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 all entrances /exits,
(2) barcode ticket dispensers with pay -by -phone capability, (5) access
card readers, (5) LPR camera systems, (2) Pay -in -lane kiosks that accept
cash or credit card, (1) Credit Card only kiosk exit station, and (3) Viking intercom systems for
each exit kiosk.
City of Clearwater Pass Thru
The only equipment hardware components required at the pass thru island are (2) LPR camera
systems. The pass thru area will include speed bumps to slow vehicular traffic as a means of
capturing LPR data.
Rooftop Nest
The components to be located at the rooftop nested are include: (2) barrier gates, and (2) card
readers on pedestals.
Software Requirements
The parking facility software system must be able capable of integrating LPR data, smart phone
apps, and provide robust reporting in real time in addition to historical reporting. The system
must be accessible and set up for remote login capability. The system must be CSIPIPCI
compliant. The system must also integrate the ParkMobile application form of payment.
Parking Rates
The nested areas within the garage will have the ability to set their own parking rates.
Revenue and Disbursement
The parking revenue collected by the management company will be reconciled and disbursed
the month following the reported revenue by the 10tt' business day following the reporting
month. This revenue will be allocated depending on where the customer parked, which will be
determined by the parking equipment hardware and software. Reports that designate the
allocations shall be provided monthly as back -up for the billing and expense reports.
Operating Expenses
The operating expenses for the parking facility will be reconciled pro -rata share according to the
condominium documents. These expenses will be deducted from the monthly gross revenue for
each condo prior to disbursement to the ownership groups.
City of Clearwater Nested Area
The City has the ability to add additional security features to their condominium as they see fit
as long as this additional cost is completely funded by the City and does not impact the overall
expenses of the parking facility.
Nested Areas
The North Beach Parking Plaza parking facility will include two separate nested parking
areas.
The parking on the ground floor, first floor and the ramp from the first to second floor will
be in an un- nested area. This parking is a portion of the Paradise parking inventory
along with the second nested area described below. The ground floor and first floor
parking as well as the parking on the ramp from the first to second floor will be
unrestricted parking. If a customer does not leave this area all revenue will be allocated
to the Paradise account.
The first nested area will consist of 450 parking spaces that belong to the City of
Clearwater. This area will be open to public parking and will be controlled utilizing a
gateless (LPR) License Plate Recognition system. As vehicles enter and exit this area,
the vehicle tag information will be captured and the location data tied to the original
ticket pulled upon entry into the overall facility.
This area may also include an unrestricted count of "City" monthly parking tenants.
These tenants will utilize access cards to enter and exit the facility, The LPR system will
ensure tenant compliance with assigned parking areas for this use. if the "City" monthly
tenant does not park in the designated "City" nested area, the LPR will report infraction
and the access card use may be disrupted.
The second nested parking area will be located above the first "City" nested area. This
area consists of approximately 110 primarily rooftop parking spaces. This area will also
be unrestricted for use. This area will utilize barrier gate systems and access card
readers to control area. Customers using this area will utilize access card upon entry to
the facility and have a predetermined length of time to reach the nested destination. If
they do not reach this area, the access card will automatically disrupt service until
reactivated by parking staff.
Staffing Plan
The North Beach Parking Plaza parking facility will require the following staff positions
to ensure the facility and parking program are maintained in a safe and functional
manner.
Operations Manager — The Operations Manager would have the ultimate responsibility
for the day -to -day operation of the parking facility. All managers are on call 7 days a
week, 24 hours per day. The Operations Manager will work a minimum of 50 hours per
week. The primary duties and responsibilities of the Operations Manager would consist
of:
• Client Contact. It will be the responsibility of the Operations Manager to maintain
on a regular basis communications with the owner representative, tenant
representatives, and property management team. This will ensure all areas of the
operation are meeting all of the expectations of management.
• Supervising Ambassador, Maintenance, Bookkeeping, Event, Staff. Providing
sufficient currency and change to scheduled Ambassadors during each shift to
ensure that proper change can be returned to the customers, without delay, when
parking charges are paid in cash.
• Facility Inspections. Perform routine inspections of all operational aspects of the
facility with maintenance staff to ensure a safe and clean environment.
• Hiring and Terminating. Handling all personnel issues and paperwork for the
hiring and termination of support staff.
• Reviewing Accounts Payable 1 Accounts Receivable. Reviewing and approving
all accounts payable to ensure the appropriateness and legitimacy of invoices and to
assure prompt payment. Manage and administer the billing and collection of
monthly parking accounts and take appropriate measures for late or non - payment
accounts.
• Assisting with Annual Budget. Assisting in preparing the annual budget to ensure
proper allocation of staff and operating expenses. Work with corporate staff and on-
site staff to establish clear and concise financial direction for the upcoming year.
• Preparing Monthly Report. Work with the corporate staff in the preparation of
monthly report. Meet and discuss with property management on all financial aspects
of the operation on a monthly basis.
• Customer Contact. Greet each customer 1 tenant in a friendly and professional
manner, both in person and when speaking on the telephone. Work with tenants
and tenant representatives on monthly account issues.
• Records. Maintain accurate and up to date records on all parking related issues.
• Cash Controls. Verify cashier's check out sheets for completeness and accuracy
versus tickets and cash turned in. Report any discrepancies to the senior project
manager.
• Accounts Payable. Maintain complete and accurate records on all vendors and
service provider of the parking facility.
• Accounts Receivable. Manage and administer all accounts receivable issues to
include; billing, collections, aged balance reports, account additions / deletions, card
replacement and deposits, monthly reconciliation and preparation of the monthly
lock out list.
• Payroll. Verify and calculate all hours posted on employee time cards. Compile all
payroll recap reports and prepare final payroll for senior manager's approval.
• Validations. Sort and record all validations by company on a daily basis. Prepare
and submit monthly validation billing reports, track and record validation collections
and receivables.
• Facility Supplies. Maintain sufficient inventory of materials and supplies for the
parking facility operations.
Ambassadors - The primary hours for the Ambassador's will be dictated by the
demands of the property. The Ambassador is responsible for day to day operations of
the exit payment kiosks to assist customers. The scheduled ambassador hours for the
North Beach Parking Plaza parking facility will be a minimum of 98 hours per week.
The primary duties and responsibilities of the Ambassador's would consist of:
• Assisting Patrons. Courteously assisting patrons by answering any possible
questions and giving appropriate direction both on -site and to surrounding areas. If
the patron is experiencing a problem, the Ambassador should assist the patron to
the best of his/her ability and if necessary refer the problem to the manager.
Ambassador's will be outside their booths every morning and afternoon greeting and
directing customers.
• Processing Tickets. Accurately processing all cash and tickets through their
station in accordance with established policies and procedures.
• Maintenance. Assisting with any general maintenance tasks as directed by the
Senior Operations Manager.
Reporting. Reporting any known observed or suspected violations of company
policy, safety hazard or any unusual occurrence or matter to the Senior Operations
Manager in a timely manner.
• Knowledge of Facilities. Having a thorough knowledge of all areas of the parking
facility and the surrounding areas.
• Appearance. Maintaining a neat and clean appearance and being in complete
uniform at all times.
• Knowledge of Streets and Landmarks. Having a thorough knowledge of the
streets and landmarks in the area of the parking facility and all major roads and
intestates out of the city as well as directions to all major city landmarks and
destinations.
Maintenance Porters — It is important that the maintenance of the facility begins prior
to the arrival of vehicles in order to evaluate the overall condition of the facility with no
vehicles present. Maintenance will also take place after ail major special events. The
scheduled hours of maintenance Porter coverage is a minimum of 40 hours per week.
Not only does proper maintenance set the comfort level for visitors of the project, just as
importantly it protects the owner and manager from potential exposure to liability. The
primary duties and responsibilities of the Maintenance staff would consist of.
• Assisting Patrons. Provide assistance for customer who cannot locate their
vehicles, have dead batteries or need general assistance. Direct customers to
parking office in the event of major mechanical malfunctions or keys locked in a
vehicle.
• Cleaning. Pick -up trash and empty trash cans throughout the facility. Mop traffic
islands and other equipment to keep them free of exhaust dust. Remove spider and
cobwebs from stairwells and light fixtures; change sand in the cigarette receptacles
on a regular basis; and wipe windows and glass doors. Follow customized facility
daily /weekly maintenance schedule.
• Safety. Provide service of constantly surveying changing conditions in the garage.
Locate oil spots and apply oil dry as needed to prevent potential slip and fall injuries.
Report suspicious people or hazardous conditions to the Operations Manager or
security.
• Maintenance. Assisting in the maintenance and repair of parking equipment and
any general maintenance tasks as directed by the Operations Manager.
• Painting. Maintain appearance of the facility by keeping walls, curbs, islands,
equipment, bollards and cashier area freshly painted.
• Appearance. Maintaining a neat and clean appearance and being in complete
uniform at all times.
Security Plan
Because people are less likely to return to a parking facility in which they do not feel
safe, we are extremely sensitive to the importance of providing a parking environment
that the public perceives to be safe and secure. We continually work with our clients and
their security consultants to implement enhanced facility safety initiatives.
Conspicuous Personnel Presence
A security /ambassador presence must be clearly visible to both the patrons and
unauthorized persons throughout the facility. Our facility personnel are trained to
understand that they play a key role in conveying an image of a secure facility. At least
one Parksimple employee will be assigned to work in the parking facility 24 hours per
day 7 days per week. A ParkSimple employee trained pursuant to the ParkSimple
Safety, Security, and Loss Prevention Manual will be assigned to work in the parking
facility between the hours of 9 PM and 7 AM every night.
Cleanliness, &r hfness
A clean, well- maintained and bright parking environment affects not only the facility's
general aesthetic appeal, but also a patron's perception of safety and security. Thus,
our stringent inspection, maintenance and housekeeping standards provide the added
benefit of enhancing this important perception.
Vehicle Escort Service
Our parking facility personnel are pleased to accompany any patrons who so wish to
their vehicles. The availability of this service can be communicated through signage
appropriately placed throughout the facility (for example, on signs at elevator vestibules
or by marking any vehicles used at the facility).
Police Coverage
Because the North Beach Parking Plaza parking facility will be a "City" owned asset, it is
recommended to have the Police Department patrol the facility as part of their regular
beat route. This would be supplemental and not a requirement of the City.
Video Surveillance
Video CCTV will monitor high vehicular and pedestrian traffic areas within the facility.
Areas that may be designated high traffic include but are not limited to the points of
ingress /egress, elevators and stair well entry exit points.
Cleaning and Maintenance
A parking facility is more than just a place to leave a car. Because it often makes the
critical first and last impressions that a customer retains regarding the overall property or
area itself, we take facility appearance very seriously. At Parksimple, every manager is
trained extensively on proper parking facility maintenance. It starts with personnel and
then requires comprehensive training to develop a complete maintenance crew. With our
detailed maintenance check list, our team is able to control and monitor the daily, weekly
and monthly tasks of our people. These check lists are modified after a comprehensive
walk through of the facility with our clients (typically the project engineer) and customized
to cover all aspects of a particular property.
Parksimple provides general maintenance, including, but not limited to, cleaning,
sweeping, routine touch -up painting, replacement of light bulbs, and minor repairs to
equipment, as well as landscaping, preventive maintenance and degreasing. It is
recommended that once a year (preferably winter January and February) a thorough
power washing be completed in the decks to wash away contaminants caused by
saltwater that can affect a buildings structural integrity. Additionally, regular sweeping is
recommended to help keep the facility clean and free of brake dust.
Our maintenance programs contain daily, weekly, and monthly maintenance schedules
to help in defining the timing and priority of the tasks. Our manager will perform daily
inspections to ensure proper maintenance. A sample of our facility maintenance checklist
can be provided for your review.
Our staffing plan includes cross trained employees and maintenance porter coverage
Monday - Friday 7AM -313M.